October 27, 2020

Acorn International (ATV) halted for volatility; Cayman Islands Court announces order


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COI_Logo_9-267x300From Street Insider

Acorn International (NYSE: ATV) is ripping higher after the company announced that on March 13, 2015, the Grand Court of the Cayman Islands (the “Cayman Islands Court”) issued a formal order (the “Order”) confirming its March 6, 2015 judgment in relation to the previously announced petitions filed with the Cayman Islands Court by (i) Acorn Composite Corporation (a shareholder of the Company controlled by Mr. Robert W. Roche, a director of the Company) on September 29, 2014 (the “Petition”), and (ii) D. Y. Capital, Inc. a shareholder of the Company controlled by Mr. Don Dongjie Yang, the Company’s CEO and the chairman of its board of directors, and SB Asia Investment Fund II L.P., a shareholder of the Company controlled by Mr. Andrew Y. Yan, a director of the Company, on the other hand, on November 11, 2014 (the “Cross Petition”).

In its March 6, 2015 judgment, the Cayman Islands Court determined, amongst other things, that the Company’s board of directors did not properly exercise its powers when it (i) removed Mr. Robert Roche as the Company’s executive chairman on August 26, 2014, (ii) precluded Mr. Roche from putting forward his own resolutions for consideration at the Company’s annual general meeting held on December 31, 2014, (iii) and took various actions that resulted in the holders of the Company’s American depositary shares (“ADSs”), each representing three ordinary shares of the Company, being unable to timely notify the depositary of the Company ADSs how to vote the ordinary shares underlying their ADSs on various new matters brought before the shareholders of the Company at the Company’s annual general meeting held on December 31, 2014.

As a result (and as previously disclosed in the Company’s Form 6-K filed with the U.S. Securities and Exchange Commission on March 10, 2015), the Cayman Islands Court dismissed the Cross Petition and granted Acorn Composite Corporation certain of the alternative remedies it sought in the Petition, including directing that an extraordinary general meeting of the Company’s shareholders (an “EGM”) be convened for the purposes of considering and, if thought fit, passing:

a. ordinary resolutions to remove Mr. Yang, Mr. Charlie Ban, Mr. Steve Xiaodi Sun and Mr. Liang Lu as directors of the Company,

b. ordinary resolutions to appoint Mr. David Leung, Mr. Cosimo Borrelli and Mr. David Naphtali as directors, and

c. a special resolution to amend the Company’s articles of association to allow shareholders who together hold not less than 30% of the issued shares to convene an extraordinary meeting unilaterally.

In its Order, the Cayman Islands Court confirmed that the EGM will be held on May 4, 2015 at the offices of O’Melveny & Myers LLP, the company’s legal counsel, in Shanghai at 10:00 a.m. local time. The Company intends to circulate a notice of meeting together with a proxy statement and other relevant materials to the Company’s shareholders who are entitled to vote at the EGM. In addition, the Company will provide the depositary of the ADSs all of the relevant materials relating to the EGM in order to facilitate the mailing of such materials by the depositary to holders of ADSs who are entitled to instruct the depositary how to vote at the EGM.

For more on this story go to: http://www.streetinsider.com/Corporate+News/Acorn+International+(ATV)+Halted+for+Volatility%3B+Cayman+Islands+Court+Announces+Order/10383651.html

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