Procedures for Shareholders to propose a person for election as a Director


Pursuant to the Bye-law 58 of the bye-laws of the Global Digital Creations Holdings Limited (the “Company”), shareholders of the Company (the “Shareholders”) holding (at the date of deposit of 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 of directors (the “Board”) or the company secretary (the “Company Secretary”) of the Company by mail to the Company’s head office and principal place of business in Hong Kong, to require a special general meeting to be called by the Board to consider the proposal of electing a person as director of the Company (the “Director”) as specified in such requisition (the "Proposal") and such meeting shall be held within two months after the deposit of such requisition. If within 21 days of such deposit the Board fails to proceed to convene such meeting, the requisitionist(s) himself (themselves) may do so in the same manner, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to the requisitionist(s) by the Company.

Eligible Shareholders (other than the person to be proposed for election as a Director) who wish to requisition for the convening of a special general meeting to consider the Proposal should sign the written requisition and send it to the Company Secretary at the Company’s head office and principal place of business in Hong Kong at Unit 2112, 21/F, K. Wah Centre, 191 Java Road, North Point, Hong Kong. In the written requisition, the requisitionist(s) should state his (their) contact details including telephone number and email address to facilitate the follow-up action by the Company Secretary and enclose the following documents:-

(a) A written notice signed by the nominated candidate of the candidate’s willingness to be appointed as Director;

(b) the candidate’s personal information as required to be disclosed under Rule 17.50(2) of the GEM Listing Rules; and

(c) the candidate’s written consent to the publication of his/her personal data by the Company.

The minimum length of the period during which the written requisition and the notice in (a) above are given shall be at least seven (7) days and the period for lodgment of the same shall commence no earlier than the day after the despatch of the notice of the general meeting appointed for the Proposal and ending no later than seven (7) days prior to the date of such general meeting.

* For identification purpose only