Directors Nomination

(the “Company”)
(Incorporated in Bermuda with limited liability)
(Stock Code: 1182)


To Shareholders of the Company,


(Adopted on 12 March 2012 and amended on 30 May 2014 by the Board)


Shareholders can nominate a person for election as a director as long as the number of directors of the Company so appointed shall not exceed any maximum number determined from time to time by shareholders at a general meeting. Such nomination can be made through calling a special general meeting (“SGM”) or such other mean as required by any applicable law or regulation.


  • Shareholders holding at the date of deposit of a requisition (the “Requisition”) not less than one-tenth of the paid up capital of the Company carrying the right of voting at general meetings of the Company shall at all times have the right, by written Requisition to the Board or the company secretary of the Company, to require a SGM to be called by the Board for the nomination of a person for election as a director. Such SGM shall be held within two (2) months after the deposit of such Requisition. If the Board fails to proceed to convene the SGM within twenty-one (21) days of such deposit, the requisitionist may do so in accordance with the provisions of Section 74(3) of the Companies Act 1981 of Bermuda, as amended from time to time (the “Act”).
  •  For the convenience of shareholders only, section 74(3) of the Act is extracted below:
    “If the directors do not within twenty-one days from the date of the deposit of the requisition proceed duly to convene a meeting, the requisitionists, or any of them representing more than one half of the total voting rights of all of them, may themselves convene a meeting, but any meeting so convened shall not be held after the expiration of three months from the said date.”
  • The written Requisition must be deposited during normal business hours at the principal place of business of the Company in Hong Kong:Unit 3503B-5, 35/F, 148 Electric Road, North Point, Hong Kong
  • The Company will verify the Requisition with the Hong Kong Branch Share Registrar of the Company and only upon their confirmation, the Requisition is deemed valid and will be further processed.
  • In order for the Company to inform other shareholders of such proposed election, the written Requisition must state the full name of the person (the “Nominee”) proposed for election as a director and the Nominee’s biographical details as required under Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended from time to time which have to be signed by the shareholder making the Requisition together with the Nominee’s signed confirmation on his / her willingness to be elected.
  • Notice of SGM will be served in accordance with the Bye-laws of the Company, i.e. notice of not less than fourteen (14) clear days and not less than ten (10) clear business days (as defined in the Bye-laws of the Company) should be served to all shareholders for convening such SGM, unless shorter notice is duly agreed by a majority in number of the shareholders having the right to attend and vote at the meeting, being a majority together holding not less than ninety five per cent. (95%) in nominal value of the issued shares giving that right.


Should shareholders have any query, comment or require any assistance, they are welcome to write to the Company via a dedicated email address:


Success Dragon International Holdings Limited

Hong Kong