Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. NetDragon Websoft Inc.
(incorporated in the Cayman Islands with limited liability) (Stock Code: 777)
Reference is made to the circular (the “Circular”) of NetDragon Websoft Inc. (the
Company”) dated 11 September 2013 in relation to the very substantial disposal and
connected transaction of the Company. Unless the contexts require otherwise, capitalised terms used in this announcement shall have the same meanings as those The board (the “Board”) of Directors of the Company is pleased to announce that at
the extraordinary general meeting (the “EGM”) of the Company held on Friday, 27
September 2013, the proposed resolutions as set out in the notice of the EGM were duly passed by way of poll. The poll results are as follows: Number of Votes (%)
agreement and the plan of merger dated 14 August 2013 (the “Merger Agreement”)
among 91 Wireless Websoft Limited (“91
”), an indirect non wholly-owned
subsidiary and a connected person of the
(“Baidu HK”) and Baidu (Hong Kong) Sub
Limited (“Merger Sub”), pursuant to which
Merger Sub will merge with and into 91
Wireless at the effective time as set out in the
Plan of Merger (as defined hereinafter), with
91 Wireless surviving the Merger (as defined
hereinafter) and becoming the wholly owned
Number of Votes (%)
subsidiary of Baidu HK, at an aggregatemerger “Merger
Consideration”), and subject to the Merger
becoming effective, each eligible shareholder
of 91 Wireless will be entitled to receive the
aggregate Merger Consideration based on
their respective shareholdings in 91 Wireless
at the per share merger consideration of
US$13.168 per share of 91 Wireless; and (ii)
to approve and confirm the transactions
contemplated therein.
(b) To approve and confirm the plan of merger Agreement (the “Plan of Merger”) to be
entered into on the date of closing of the
Merger Agreement by Merger Sub and 91
(c) To approve and confirm the merger of Merger Sub into 91 Wireless (the “Merger”) subject
to the terms and conditions of the MergerAgreement.
(d) To approve, confirm and ratify the deed of undertaking dated 14 August 2013 (the “ND
Deed of Undertaking”) by the Company and
BVI”), in favour of Baidu HK and Merger
performance by the Company of all thetransactions contemplated thereunder.
(e) To authorise any one Director to do all such other acts and execute (where appropriate, as Company, and (where required) to affix thecommon seal of the Company to, all suchother documents, instruments and agreementsand to do any such as acts or things as may bedeemed otherwise to give effect to the matterscontemplated transactions contemplated thereunder.
To approve and confirm the declaration of special dividend to the shareholders of the Company, conditional on the completion ofthe Merger, in the amount of approximately50% of the net proceeds after tax from theMerger.
Number of Votes (%)
adopted by the Company on 12 June 2008
(the “Share Option Scheme”).
(b) To authorise any one Director to do all such other acts or things and to execute and enter into all documents and arrangements as maybe necessary or expedient for the purpose of,in connection with, the implementation of theamendments of the Share Option Scheme.
As at the date of the EGM, the number of issued Shares was 507,702,903 Shares.
The IDG Investors and their respective associates, in aggregate interested in67,454,384 Shares, representing approximately 13.29% of the total issued sharecapital of the Company and have abstained from voting for the resolution(s)approving the Merger Agreement, the ND Deed of Undertaking and the transactionscontemplated thereunder at the EGM. As a result, Independent Shareholders holdinga total of 440,248,519 Shares were entitled to attend and vote for or against theproposed ordinary resolution at the EGM.
No Shareholder was entitled to attend and vote only against the proposed ordinaryresolution at the EGM, nor did any Shareholder state their intention in the Circularto vote against the proposed ordinary resolution. As stated in the Circular, other thanthe IDG Investors, no other Shareholders are required to abstain from voting on theresolution(s) to approve the Merger Agreement, the ND Deed of Undertaking and thetransactions contemplated thereunder at the EGM. Accordingly, the controllingshareholders of the Company, including Mr. Liu Dejian, are entitled to vote at theEGM.
The Company’s branch share registrar in Hong Kong, Tricor Investor ServicesLimited, acted as the scrutineer for the vote-taking at the EGM.
NetDragon Websoft Inc.
Liu Dejian
As at the date of this announcement, the Board comprises four executive Directors, namely Mr. Liu Dejian, Mr. Liu Luyuan, Mr. Zheng Hui and Mr. Chen Hongzhan; one non-executive Director, namely Mr. Lin Dongliang; and three independent non-executive Directors, namely Mr. Chao Guowei, Charles, Mr. Lee Kwan Hung and Mr. Liu Sai Keung, Thomas.

Source: http://img1.91huo.cn/jf91/images/09v1/ir_e_20130927.pdf


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43949-acr 2011 p2228 vf.indd

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