TAIPEI, May 22, 2020 /PRNewswire/ --
GigaMedia Limited
Incorporated in the
Republic of Singapore
Registration No.: 199905474H
REGISTERED OFFICE
80 Robinson Road,
#02-00
Singapore
068898
NOTICE IS HEREBY GIVEN that the 21st annual general
meeting of the shareholders of GigaMedia Limited (the
"Company") will be held on June
23, 2020 at 11 a.m. local time
at 8F, No.22, Lane 407, Sec.2, Tiding Blvd., Neihu District,
Taipei, R.O.C , for the
following purposes:
AS ORDINARY AND SPECIAL BUSINESS
ORDINARY RESOLUTIONS:
To consider and, if thought fit, to pass, with or without
modification, the following resolutions which will be proposed as
Ordinary Resolutions:
1. Adoption of audited financial
statements
RESOLVED
that the Statement by the Directors, Auditor's Report and Audited
Financial Statements of the Company for the financial year ended
December 31, 2019 are received and
adopted.
(Resolution 1)
2. Approval of appointment of
auditors
RESOLVED
that Deloitte & Touche and Deloitte & Touche LLP be and are
hereby appointed as the independent external auditors of the
Company until the next Annual General Meeting and that the
Directors be and are hereby authorized to fix their remuneration
for the financial year ended December 31,
2020.
(Resolution 2)
3. Approval of Directors'
remuneration
RESOLVED
that the remuneration of all of the Directors is hereby approved in
an aggregate amount not exceeding US$350,000 in respect of their professional
services to the Company until the conclusion of the next Annual
General Meeting of the Company.
(Resolution 3)
4. Approval for authority to allot and
issue shares
RESOLVED
that pursuant to Section 161 of the Companies Act, Chapter 50 of
Singapore ("Companies
Act"), authority be and is hereby given to the Directors of the
Company to:
(1)
(a)
issue ordinary shares in the Company ("Shares") whether by
way of rights, bonus or otherwise; and/or
(b)
make or grant offers, agreements or options (collectively,
"Instruments") that might or would require Shares to be
issued, including but not limited to the creation and issue of (as
well as adjustments to) options, warrants, debentures or other
instruments convertible into Shares, at any time and upon such
terms and conditions and for such purposes and to such persons as
the Directors may in their absolute discretion deem fit;
and
(2)
notwithstanding that the authority conferred by this Resolution may
have ceased to be in force, issue Shares pursuant to any Instrument
made or granted by the Directors while this Resolution was in
force; and
(3)
unless varied or revoked by the Company in general meeting, such
authority conferred on the Directors of the Company shall continue
in force:
(i)
until the conclusion of the next Annual General Meeting of the
Company or the date by which the next Annual General Meeting of the
Company is required by law to be held whichever is earlier; or
(ii)
in the case of Shares to be issued pursuant to the Instruments that
are made or granted pursuant to this Resolution, until the issuance
of such Shares in accordance with the terms of the Instruments.
(Resolution 4)
5. Approval for share purchase
mandate
RESOLVED
that:
(1)
for the purposes of Sections 76C and 76E of the Companies Act, the
exercise by the Directors of the Company of all the powers of the
Company to purchase or otherwise acquire issued Shares not
exceeding in aggregate the Maximum Limit (as hereafter defined), at
such price or prices as may be determined by the Directors from
time to time up to the Maximum Price (as hereafter defined), by way
of market purchase(s) on The Nasdaq Stock Market ("Nasdaq")
or off-market purchase(s) on one or more equal access schemes as
may be determined by the Directors as they see fit, which scheme(s)
shall satisfy all the conditions of the Companies Act, and
otherwise be in accordance with all other laws and regulations and
rules of Nasdaq as may be applicable, be and is hereby
authorized and approved generally and unconditionally (the
"Share Purchase Mandate");
(2)
unless varied or revoked by the Company in a general meeting, the
authority conferred on the Directors of the Company pursuant to the
Share Purchase Mandate may be exercised by the Directors at any
time and from time to time during the period commencing from the
date of the passing of this Resolution and expiring on the earlier
of:
(a)
the date on which the next Annual General Meeting of the Company is
held; and
(b)
the date by which the next Annual General Meeting of the Company is
required by law to be held;
(3)
in this Resolution:
"Average
Closing Price" means the average of the closing prices of a
Share for the five consecutive trading days on which the Shares are
traded on Nasdaq immediately preceding the date of market purchase
by the Company or the date of making the offer pursuant to an equal
access scheme, which price shall be adjusted in accordance with the
listing rules of Nasdaq for any corporate action that occurs after
the relevant five day period;
"Maximum
Limit" means that number of issued Shares representing 10% of
the total number of issued Shares as at the date of the passing of
this Resolution (excluding any Shares that are held as treasury
shares as at that date); and
"Maximum
Price" means the purchase price (excluding brokerage,
commission, applicable goods and services tax and other related
expenses) that shall not exceed 105% of the Average Closing Price;
and
(4)
the Directors of the Company and/or any of them be and are hereby
authorized to complete and do all such acts and things (including
executing such documents as may be required) as they and/or he may
consider expedient or necessary to give effect to the transactions
contemplated and/or authorized by this Resolution.
(Resolution 5)
6. To transact any other business as may
properly be transacted at an Annual General Meeting of the
Company.
NOTES:
1. Shareholders
are cordially invited to attend the Twenty-First Annual General
Meeting in person. Whether or not you plan to be at the
Twenty-First Annual General Meeting, you are urged to return your
proxy. A shareholder entitled to attend and vote is entitled to
appoint one or more proxies to attend and to vote instead of
him.
2. Shareholders
wishing to vote by proxy should complete the attached form.
3. The
proxy form of an individual shareholder shall be signed either by
the shareholder personally or by his attorney. The proxy form of a
corporate shareholder shall be given either under its common seal
or signed on its behalf by an attorney or a duly authorized officer
of the corporate shareholder.
4. A
proxy need not be a shareholder of the Company.
5. The
proxy form (and if relevant, the original power of attorney, or
other authority under which it is signed or a notarially certified
copy of such power or authority) must be deposited at Vote
Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, or the office of the
Company, 8F, No. 22, Lane 407, Section 2, Tiding Boulevard,
Taipei 114, Taiwan R.O.C., not
less than 48 hours (excluding Saturdays and U.S. holidays)
before the time for holding the Twenty-First Annual General
Meeting, that is by no later than 11
p.m. June 18, 2020
(New York time), or 11 a.m. June 19,
2020 (Taipei time), failing
which the proxy shall not be treated as valid.
6. Electronic
Delivery of Future Proxy Materials. Shareholders can consent
to receiving all future proxy statements, proxy cards and annual
reports electronically via e-mail or the internet. To sign up for
electronic delivery, please follow the instructions below relating
to "Electronic Delivery of Future Proxy Materials" and, when
prompted, indicate that you agree to receive or access proxy
materials electronically in future years.
7. Only
shareholders of record at the close of business on April 24, 2020 are entitled to notice of and to
vote at the Twenty-First Annual General Meeting, or any adjournment
or postponement of the Twenty-First Annual General Meeting. If you
have sold or transferred the Shares you hold in the Company to
another person (the "Purchaser" or "Transferee")
after April 24, 2020 and prior to the
Twenty-First Annual General Meeting, you should immediately forward
this Notice and the attached proxy statement and proxy card to the
Purchaser or Transferee of such Shares, or to the bank, broker, or
agent through whom the sale of such Shares was effected, for onward
transmission to the Purchaser or Transferee.
8. The
Company intends to use internal sources of funds or external
borrowings or a combination of both to finance the Company's
purchase or acquisition of Shares pursuant to the Share Purchase
Mandate. The Directors do not propose to exercise the Share
Purchase Mandate to such extent that it would materially and
adversely affect the financial position of the Company and its
subsidiaries. The amount of financing required for the Company to
purchase or acquire its Shares, and the impact on the Company's
financial position, cannot be ascertained as at the date of this
Notice as this will depend on the number of Shares purchased or
acquired, the price at which such Shares were purchased or acquired
and whether the Shares purchased or acquired would be held in
treasury or cancelled.
BY ORDER OF THE BOARD
/s/ Cheng-Ming Huang
………………………………………..
Cheng-Ming Huang (aka James Huang)
Chairman of the Board and Chief Executive Officer
TABLE OF CONTENTS
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
PROXY STATEMENT
Questions and Answers about the Annual Meeting and Voting
Proposal 1
Proposal 2
Proposal 3
Proposal 4
Proposal 5
Other Matters
Proxy Solicitation
GigaMedia Limited
Incorporated in the
Republic of Singapore
Registration No.: 199905474H
REGISTERED OFFICE
80 Robinson Road,
#02-00
Singapore
068898
-----------------------------------------------------
PROXY STATEMENT
-----------------------------------------------------
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
AND VOTING
Why Did I Receive This Proxy Statement?
We
sent you this proxy statement and the enclosed proxy card because
the Company's Board of Directors is soliciting your proxy to be
used at the Company's annual meeting of shareholders on
June 23, 2020 at 8F, No.22, Lane
407, Sec.2, Tiding Blvd., Neihu District, Taipei, R.O.C., or at any adjournment or
postponement of the meeting.
Who Can Vote?
You
are entitled to vote if you owned the Shares on the record date
("Record Date"), which is the close of business on
April 24, 2020. Each Share that
you own entitles you to one vote.
How Many Shares of Voting Stock Are Outstanding?
On
the Record Date, there were 11,052,235 Shares outstanding.
The Shares are our only class of voting stock.
What May I Vote On?
1. Adoption of Audited Financial Statements
2. Approval of Appointment of Auditors
3. Approval of Directors' Remuneration
4. Approval for Authority to Allot and Issue Shares
5. Approval for Share Purchase Mandate
Other Business
How Do I Vote?
To
vote by proxy, you should complete, sign and date the enclosed
proxy card and return it promptly in the prepaid envelope
provided.
How Do I Request Electronic Delivery of Future Proxy
Materials?
If
you would like to reduce the costs incurred by our company in
mailing proxy materials, you can consent to receiving all future
proxy statements, proxy cards and annual reports electronically via
e-mail or the internet. To sign up for electronic delivery, please
go to www.proxyvote.com to indicate that you agree to receive
or access proxy materials electronically in future years.
May I Revoke My Proxy?
Your
proxy may be revoked prior to its exercise by appropriate notice to
us.
If I Plan To Attend The Meeting, Should I Still Vote By
Proxy?
Whether
you plan to attend the meeting or not, we urge you to vote by
proxy. Returning the proxy card will not affect your right to
attend the meeting, and your proxy will not be used if you are
personally present at the meeting and inform the Secretary in
writing prior to the voting that you wish to vote your Shares in
person.
How Will My Proxy Get Voted?
If
you properly fill in your proxy card and send it to us, your proxy
holder (the individual named on your proxy card) will vote your
Shares as you have directed. If you sign the proxy card but
do not make specific choices, the proxy holder will vote your
Shares as recommended by the Board of Directors and our
management.
How Will Voting On Any Other Business Be Conducted?
Although
we do not know of any business to be considered at the meeting
other than the proposals described in this proxy statement, if any
other business is presented at the meeting, your returned proxy
gives authority to the proxy holder to vote on these matters in his
discretion.
Proposal
1.
ADOPTION OF AUDITED FINANCIAL STATEMENTS
The
Company seeks shareholders' adoption of the audited financial
statements of the Company (the "Audited Financial
Statements"), which have been prepared under Financial
Reporting Standards in Singapore
("FRSs") , in respect of the financial year ended
December 31, 2019. Along with the
Audited Financial Statements, the Company seeks Shareholders'
adoption of the Statement by the Directors and Auditor's Report of
the Company in respect of the same financial year.
Adoption
of this proposal requires the affirmative vote of a majority of the
votes cast by shareholders entitled to vote at the Twenty-First
Annual General Meeting of the Company (the "AGM").
The
Board of Directors of the Company (the "Board of Directors")
recommends a vote FOR this proposal.
Proposal
2.
APPROVAL OF APPOINTMENT OF AUDITORS
The
Company seeks Shareholders' approval for the appointment of
Deloitte & Touche and Deloitte & Touche LLP as the
independent external auditors of the Company to hold such office
until the conclusion of the next Annual General Meeting of the
Company. The Board of Directors also seeks shareholders' approval
to authorize the Board of Directors to fix the remuneration for
Deloitte & Touche and Deloitte & Touche LLP in respect of
their services to the Company for the financial year ended
December 31, 2020.
Adoption
of this proposal requires the affirmative vote of a majority of the
votes cast by shareholders entitled to vote at the AGM.
The
Board of Directors recommends a vote FOR this proposal.
Proposal
3.
APPROVAL OF DIRECTORS' REMUNERATION
The
Company seeks shareholders' approval on the remuneration of all of
the Directors in an aggregate amount not exceeding US$350,000 in respect of their professional
services to the Company until the conclusion of the next Annual
General Meeting of the Company.
Adoption
of this proposal requires the affirmative vote of a majority of the
votes cast by shareholders entitled to vote at the AGM.
The
Company's management recommends a vote FOR this proposal.
Proposal
4.
APPROVAL FOR AUTHORITY TO ALLOT AND ISSUE SHARES
The
Company is incorporated in Singapore. Under the Companies Act, Chapter 50
of Singapore (the "Companies
Act"), the Directors may exercise any power of the Company to
issue new Shares only with the prior approval of the shareholders
of the Company at a general meeting. Such approval, if granted, is
effective from the date of the general meeting at which the
approval was given until the date on which the next Annual General
Meeting of the Company is held or is required by law to be held,
whichever is earlier.
Shareholders'
approval is sought to give Directors authority to allot and issue
new Shares and other instruments convertible into Shares during the
period from the Twenty-First Annual General Meeting to the earlier
of the next Annual General Meeting or the date by which the next
Annual General Meeting of the Company is required by law to be
held.
Adoption
of this proposal requires the affirmative vote of a majority of the
votes cast by shareholders entitled to vote at the AGM.
The
Board of Directors recommends a vote FOR this proposal.
Proposal
5.
APPROVAL FOR SHARE PURCHASE MANDATE
The
approval of the Share Purchase Mandate authorizing the Company to
purchase or acquire its Shares would give the Company the
flexibility to undertake Share purchases or acquisitions at any
time, subject to market conditions, during the period when the
Share Purchase Mandate is in force.
In
managing the business of the Company and its subsidiaries
(collectively, the "Group"), the Company's management
strives to increase shareholders' value by improving, inter
alia, the return on equity of the Group. A Share purchase by
the Company is one of the ways through which the return on equity
of the Group may be enhanced.
A
Share purchase is also an available option for the Company to
return surplus cash that is in excess of the financial and possible
investment needs of the Group to its shareholders. In addition, the
Share Purchase Mandate will allow the Company to have
greater flexibility over, inter alia, the Company's share
capital structure and its dividend policy.
The
Company intends to use internal sources of funds or external
borrowings or a combination of both to finance the Company's
purchase or acquisition of the Shares pursuant to the Share
Purchase Mandate. The Directors do not propose to exercise the
Share Purchase Mandate to such extent that it would materially and
adversely affect the financial position of the Group.
Share
repurchase programmes may also help buffer short-term Share price
volatility and off-set the effects of short-term speculators and
investors and, in turn, bolster shareholder confidence and employee
morale.
Adoption
of this proposal requires the affirmative vote of a majority of the
votes cast by shareholders entitled to vote at the AGM.
The
Board of Directors recommends a vote FOR this proposal.
OTHER MATTERS
As
of the date of this Proxy Statement, the Company does not intend to
present and has not been informed that any other person intends to
present any business not specified in this Proxy Statement for
action at the Twenty-First Annual General Meeting.
Shareholders
are urged to sign the enclosed proxy form and to return it promptly
in the enclosed envelope. Proxies will be voted in accordance with
shareholders' directions. Signing the proxy form does not affect a
shareholder's right to vote at the Twenty-First Annual General
Meeting, and the proxy may be revoked prior to its exercise by
appropriate notice to the undersigned.
PROXY SOLICITATION
The
Company will pay the cost of preparing and mailing this proxy
statement and form of proxy to its shareholders. The Company has
retained Mackenzie Partners, Inc. to request banks and brokers to
forward copies of these materials to persons for whom they hold
Shares and to request authority for execution of the proxies.
GIGAMEDIA LIMITED
/s/ Cheng-Ming Huang
………………………………………..
Cheng-Ming Huang (aka James Huang)
Chairman of the Board and Chief Executive Officer
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SOURCE GigaMedia Limited