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SEC Filings

10-Q
SEVEN STARS CLOUD GROUP, INC. filed this Form 10-Q on 11/13/2017
Entire Document
 
 

Execution Version

 

 

6.10       Proxy statement (if applicable).

 

(a)               Under practical conditions, the Company shall prepare (within 45 days after the effective date in each case) the Company Proxy Statement draft related to the general meeting of shareholders as soon as possible. The Company shall provide a reasonable opportunity for reviewing and evaluating the draft for the Purchaser and register the Company proxy statement draft with SEC once the draft is accepted by both Parties reasonably. Under practical conditions, the Purchaser shall (within 15 Business Days after the effective date) provide the Company as soon as possible with all information to be included necessarily in the Company Proxy Statement or to be included commonly by the Proxy Statement prepared for the transaction proposed under the Agreement, which is related to the Purchaser, executives, affiliates and directors of the Purchaser; and the Purchaser shall urge the Representative thereof to cooperate with the Company’s Representative on the proxy statement preparation, assist in and support SEC handling or any opinion put forward by any worker thereof.

 

(b)       The Company shall, through the reasonable commercial efforts, (i) give a reply as soon as possible under practical conditions after receiving any advice or the data supplementation requirement about the proxy statement from SEC, and (ii) send the proxy statement as soon as possible to the shareholders on the signing date of the Agreement. The Company shall (A) inform promptly the Purchaser after receiving the advice or requirement above of the same, and (B) provide the Purchaser and any Representative thereof with all copies for all letters between the Company (and Representatives thereof) and SEC (and workers thereof). If the Company or the parent Company finds any information related to the Company, the Purchaser or any Affiliate thereof or Representative thereof before the general meeting of shareholders of the Company, which shall be included into the amended content or supplementary data of the proxy statement for guaranteeing such statement free from any misrepresentation about any major fact or any omission of any major fact to be included necessarily in such statement and guaranteeing the representation free from errors in specific situations, then the Party finding such information shall inform the other Party of the same promptly and report the proper amendment content or supplementary data describing such information to SEC for filing with distributing the same to shareholders. Notwithstanding the foregoing provisions, before replying to SEC’s advice or requirements or filing or sending the proxy statement (or the amendment content or supplementary data), the Company (x) shall provide the Purchaser and the Representative thereof with reasonable opportunities for reviewing and evaluating any proxy statement draft, and (y) shall include all reasonable opinions of the Purchaser or the Representatives thereof into the draft, letter and filing document. (if applicable).

 

(c)       Unless the Board of Directors cancels, amends or revises opinions thereof subject to Article 6.11(b), the proxy statement shall include opinions of the Board of Directors.

 

6.11       Approval of Company shareholders (if applicable).

 

(a)       The Company shall, subject to requirements of applicable laws, adopt all necessary measures for convoking, sending notices and holding the general meeting of shareholders and conduct voting on approval of the acquired shares issuance and sale as well as any other Proposed Transaction to be approved by shareholders on the general meeting of shareholders (hereinafter referred to as “Company Stockholders Meeting”) subject to requirements of relevant laws and provisions of the Company certificate of incorporation or bylaws. The Company shall submit such proposal to shareholders at the Company Stockholders Meeting and shall not submit any other proposal (excluding the proposal about executives’ salary specified by Item 14a-21(c) of Exchange Act) to shareholders in such meeting before obtaining the written consent of the Purchaser (the Purchaser shall not refuse or delay such consent arbitrarily or add conditions for the consent). The Company (after negotiation with the Purchaser) shall set a separate record date for one person with a right to be informed of the general meeting of shareholders and voting right and shall not change such date (including the date for the Company Stockholders Meeting convoking, adjourning or delay) before obtaining the written consent of the Purchaser (the Purchaser shall not refuse or delay such consent arbitrarily or add conditions for the consent). The Company shall, within 120 days after the effective date, negotiate with the Purchaser and select the date for convoking the meeting; however, the Company may delay such meeting for receiving and replying to SEC’s advice. Without violating Article 6.11(c), the Proxy Statement shall include the Board of Directors’ advice on the Proposed Transaction approval of shareholders through voting, which includes but not limited to the acquired shares issuance and sale and any other proposed transactions to be approved by shareholders subject to requirements of relevant laws and provisions of the Company certificate of incorporation or the bylaws(the recommendation of the Board of Directors shall be called as “Board Recommendation”). The Company shall undertake that all proxies shall be enrolled subject to requirements of all applicable laws.

 

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