Attached files
| file | filename |
|---|---|
| 8-K/A - Action Acquisition CORP | v204332_8ka.htm |
| EX-10.5 - Action Acquisition CORP | v204332_ex10-5.htm |
| EX-10.4 - Action Acquisition CORP | v204332_ex10-4.htm |
| EX-10.16 - Action Acquisition CORP | v204332_ex10-16.htm |
| EX-10.14 - Action Acquisition CORP | v204332_ex10-14.htm |
| EX-10.12 - Action Acquisition CORP | v204332_ex10-12.htm |
| EX-10.8 - Action Acquisition CORP | v204332_ex10-8.htm |
| EX-10.11 - Action Acquisition CORP | v204332_ex10-11.htm |
| EX-10.7 - Action Acquisition CORP | v204332_ex10-7.htm |
| EX-10.15 - Action Acquisition CORP | v204332_ex10-15.htm |
| EX-10.9 - Action Acquisition CORP | v204332_ex10-9.htm |
| EX-99.1 - Action Acquisition CORP | v204332_ex99-1.htm |
| EX-10.6 - Action Acquisition CORP | v204332_ex10-6.htm |
| EX-10.10 - Action Acquisition CORP | v204332_ex10-10.htm |
| EX-10.13 - Action Acquisition CORP | v204332_ex10-13.htm |
| EX-99.2 - Action Acquisition CORP | v204332_ex99-2.htm |
Exhibit
4.1
Except
from Written Resolutions of the Directors of the Company dated 10 September 2010
filed with the Registrar of Companies of the Cayman Islands and setting out the
rights of Preferred Shares
RIGHTS ATTACHED TO THE
PREFERRED SHARES
IT WAS NOTED THAT the Company
had 781,250 preferred shares (the “Preferred Shares”) all of
which are currently unissued, which it proposed to issue an aggregate of
98,885.4 Preferred Shares having the same rights as the ordinary shares save
that the Preferred Shares would automatically be converted into ordinary shares
on a 1 Preferred Share for 100 oridnary share(s) basis upon the approval of the
shareholders of the Company to increase the authorised share capital of the
Company from 39,062,500 ordinary shares to 100,000,000 ordinary shares and the
filing of such approval to increase the authorised share capital with the
Registrar of Companies of Cayman Islands.
IT WAS FURTHER NOTED THAT
article 12 of the articles of association of the Company (the “Articles”) states (emphasis
added):
“Subject
to the provisions, if any, in that behalf of the Memorandum of Association or
these Articles, and to any direction that may be given by the Company in general
meeting and without
prejudice to any special rights previously conferred on the holders of existing
shares,
all unissued
shares in the capital of the Company shall be under the control of the
Directors, and the Directors may issue, allot, grant options over, re-designate
or dispose of such unissued shares (including fractions of a share) with or
without preferred, deferred or other special rights or such restrictions whether
in regard to dividend, voting, return of capital or otherwise and in such
manner, to such persons and on such terms as the Directors in their absolute
discretion think fit.”
IT WAS NOTED THAT the issue of the
above Preferred Shares would not prejudice any special rights previously
conferred on the holders of existing ordinary shares.
IT WAS
RESOLVED that the Preferred Shares be issued with the rights set out
above.
ALLOTMENT AND ISSUE OF
PREFERRED SHARES
IT WAS NOTED THAT as
consideration for the acquisition of all of the allotted and issued equity
shares of GPC held by Apollo Enterprises International, Inc., (“Apollo”) the
Documents called for the allotment and issuance of the Preferred Shares set
forth above to APOLLO.
IT WAS RESOLVED on
consummation of the Transaction, an aggregate of 98,885.4 Preferred Shares with
the rights set out above shall be allotted and issued to Apollo pursuant to the
terms of the Documents.