UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 or 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
November 14, 2012
Commission File Number: 001-33800
SearchMedia Holdings Limited
(Translation of registrant’s name into English)
Cayman Islands
(Jurisdiction of incorporation or organization)
Rooms 902 and 903, 500 Weihai Road,
Jing An District, Shanghai, China 200041
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes ¨ No x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): n/a
SearchMedia Holdings Limited (the “Company”) filed the Notice of Annual General Meeting and Proxy Statement for the 2012 Annual General Meeting of shareholders of the Company as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K. The Company filed the Proxy Card for the 2012 Annual General Meeting as Exhibit 99.2 to this Report of Foreign Private Issuer on Form 6-K.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: November 14, 2012 | SearchMedia Holdings Limited | |||
| By: | /s/ Peter W.H. Tan | |||
| Name: | Peter W.H. Tan | |||
| Title: | Chief Executive Officer | |||
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EXHIBIT INDEX
| Exhibit |
Description | |
| Exhibit 99.1 | Notice of Annual General Meeting and Proxy Statement | |
| Exhibit 99.2 | Proxy Card | |
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Exhibit 99.1
SEARCHMEDIA HOLDINGS LIMITED
(incorporated in the Cayman Islands with limited liability)
(NYSE MKT: IDI)
Rooms 902 and 903, 500 Weihei Road, Jing An District, Shanghai, China 200041
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN THAT the 2012 annual general meeting of shareholders (the “Meeting”) of SearchMedia Holdings Limited (the “Company”) will be held at Rooms 902 and 903, 500 Weihei Road, Jing An District, Shanghai, China 200041, on December 14, 2012 at 10:00 a.m. local time for the following purposes:
| 1. | To elect Mr. Robert Fried as a director of the Company; |
| 2. | To elect Mr. Chi-Chuan (Frank) Chen as a director of the Company; |
| 3. | To elect Mr. Paul M. Conway as a director of the Company; |
| 4. | To elect Mr. Yunan (Jeffrey) Ren as a director of the Company; |
| 5. | To elect Mr. Steven D. Rubin as a director of the Company; |
| 6. | To elect Mr. Peter W. H. Tan as a director of the Company; |
| 7. | To amend the Company’s Amended and Restated 2008 Share Incentive Plan (the “2008 Plan”) by increasing the number of authorized ordinary shares available for grant under the 2008 Plan from 3,000,000 ordinary shares to 4,500,000 ordinary shares; |
| 8. | By special resolution to change the name of the Company from SearchMedia Holdings Limited to Tiger Media, Inc.; and |
| 9. | By special resolution to amend the Articles of Association of the Company to reduce the minimum notice for a Director meeting from seven days to two days. |
The Board of Directors of the Company has fixed the close of business on October 29, 2012 as the record date for determining the shareholders entitled to receive notice of and to vote at the Meeting or any adjournment or postponement thereof.
| By Order of the Board of Directors, |
|
|
| Robert Fried |
| Chairman of the Board of Directors |
Shanghai, China
November 14, 2012
IMPORTANT NOTICE
REGARDING THE AVAILABILITY OF THE NOTICE OF
THE ANNUAL GENERAL MEETING FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 14, 2012
The accompanying Notice of the Annual General Meeting and the 2011 Annual Report on Form 20-F are available at http://www.searchmediaholdings.com
SEARCHMEDIA HOLDINGS LIMITED
2012 ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 14, 2012
PROXY STATEMENT
The Board of Directors of SearchMedia Holdings Limited (the “Company”) is soliciting proxies for the 2012 annual general meeting of shareholders of the Company to be held on December 14, 2012 at 10:00 a.m., local time, or at any adjournment or postponement thereof (the “Meeting”). The Meeting will be held at Rooms 902 and 903, 500 Weihei Road, Jing An District, Shanghai, China, 200041.
Holders of record at the close of business on October 29, 2012 of ordinary shares of the Company are entitled to vote at the Meeting. The quorum for the Meeting shall be one or more persons holding or representing by proxy at least half of the issued and outstanding ordinary shares of the Company.
A shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote at the Meeting. A proxy need not be a shareholder of the Company. Each holder of an ordinary share of the Company shall be entitled to one vote in respect of each ordinary share held on the Record Date.
PROPOSALS TO BE VOTED ON
At the Meeting, ordinary resolutions will be proposed as follows:
| 1. | To elect Mr. Robert Fried as a director of the Company; |
| 2. | To elect Mr. Chi-Chuan (Frank) Chen as a director of the Company; |
| 3. | To elect Mr. Paul M. Conway as a director of the Company; |
| 4. | To elect Mr. Yunan (Jeffrey) Ren as a director of the Company; |
| 5. | To elect Mr. Steven D. Rubin as a director of the Company; |
| 6. | To elect Mr. Peter W. H. Tan as a director of the Company; |
| 7. | To amend the Company’s Amended and Restated 2008 Share Incentive Plan (the “2008 Plan”) by increasing the number of authorized ordinary shares available for grant under the 2008 Plan from 3,000,000 ordinary shares to 4,500,000 ordinary shares; |
| 8. | By special resolution to change the name of the Company from SearchMedia Holdings Limited to Tiger Media, Inc.; and |
| 9. | By special resolution to amend the Articles of Association of the Company to reduce the minimum notice for a Director meeting from seven days to two days. |
VOTING PROCEDURE FOR HOLDERS OF ORDINARY SHARES
Shareholders may vote by either attending the Meeting in person or by mailing the attached proxy form as instructed therein. Any proxy given may be revoked either by the voting in person or by written instrument revoking the appointment.
Shares of our ordinary shares represented by proxies that reflect “broker non-votes” (i.e., shares represented at the Annual General Meeting by proxies held by brokers or nominees as to which (i) the brokers or nominees have not received instructions from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have the discretionary voting power on a particular matter) will be counted for the purpose of determining the existence of a quorum at the Annual General Meeting, but will not be counted as a vote cast “for” or “against” any given matter. Pursuant to applicable rules of the New York Stock Exchange, referred to as the NYSE, a broker does not have the discretion to vote on “non-routine” matters, which include the Proposals 1 through 7 contained in this proxy statement. As a result, any broker that is a member of the NYSE will not have the discretion to vote on Proposals 1 through 7 contained in this proxy statement. Because Proposals 1 through 7 in this proxy statement are considered “non-routine” matters under NYSE rules, we urge you to give voting instructions to your broker, otherwise, your shares will not be voted at the Annual General Meeting.
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ANNUAL REPORT OF THE COMPANY
Pursuant to NYSE MKT’s Company Guide which permits companies to make their annual report on Form 20-F available on or through a company’s website, the Company posts its U.S. Securities and Exchange Commission filings, including its annual report on Form 20-F, on the Company’s website. The 2011 annual report has been filed with the U.S. Securities and Exchange Commission. The Company adopted this practice to avoid the considerable expense associated with mailing physical copies of the report to record holders and beneficial owners of the Company’s ordinary shares. You may obtain a copy of our 2011 annual report on Form 20-F by visiting the “SEC Filings” heading under the “Investor Relations” section of the Company’s website at www.searchmediaholdings.com. If you want to receive a paper or email copy of the Company’s 2011 annual report on Form 20-F, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy by visiting the “Request Information” subheading within the “Contact IR” heading under the “Investor Relations” section of the Company’s website or by contacting the Company at ir@searchmediaholdings.com.
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PROPOSAL 1 THROUGH PROPOSAL 6
ELECTION OF DIRECTORS
The Board of Directors currently consists of six members. Each of the current directors are nominees for election at the Meeting and if elected will serve as members of the Board of Directors of the Company until the next annual general meeting of shareholders or until such director’s successor is duly elected and qualified. The composition of the Board of Directors is governed by the Memorandum and Articles of Association of the Company.
As of the record date, there were 28,504,264 ordinary shares issued and outstanding, of which the Company’s current directors, executive officers and affiliates of Dr. Phillip Frost own in the aggregate approximately 34.2%.
DIRECTORS FOR ELECTION
Mr. Robert Fried, 53, has served as Chairman of the Board of Directors since August 2011 and was Co-Chairman of the Board of Directors from the business combination pursuant to which the Company, which was previously organized in Delaware as Ideation Acquisition Corp. (“Ideation”), (1) redomiciled from Delaware to the Cayman Islands, as a Cayman Islands exempt company and (2) completed the acquisition of Search Media International, resulting in Search Media International becoming a wholly-owned subsidiary of SearchMedia Holdings (the “Business Combination”) in October 2009 until August 2012. Mr. Fried served as the President and Chief Executive Officer and a member of the board of directors of Ideation from November 2007 to October 2009. Mr. Fried is a digital media entrepreneur and accomplished film producer. Since 1990, Mr. Fried has served as President of Fried Films, a motion picture production company he founded in 1990. Mr. Fried has produced or served as executive producer for 15 films, including “Rudy,” “The Boondock Saints,” “Man of the Year” and “Collateral.” Mr. Fried won an Academy Award for the Live Action Short Film “Session Man.” Mr. Fried has founded several digital media companies including Spirit EMX, parent of spiritclips.com, a popular streaming video service and production company. Spiritclips was sold to Hallmark Cards, Inc. in 2012. Mr. Fried continues to serve as Chief Executive Officer of Spiritclips. From December 1994 until June 1996, Mr. Fried was President and Chief Executive Officer of Savoy Pictures, a unit of Savoy Pictures Entertainment, Inc. Savoy Pictures Entertainment was sold to Silver King Communications, which is now a part of InterActive Corp, in 1996. From 1983 to 1990, Mr. Fried held several executive positions including Executive Vice President in charge of Production for Columbia Pictures, Director of Film Finance and Special Projects for Columbia Pictures and Director of Business Development at Twentieth Century Fox. Mr. Fried holds an M.S. from Cornell University and an M.B.A. from the Columbia University Graduate School of Business.
Mr. Chi-Chuan (Frank) Chen, 54, has served as a member of the Board of Directors since the Business Combination in October 2009. Mr. Chen is a Vice President and Special Assistant to the Chief Executive Officer at Ruentex Group. He has served in the Investment Management Department at Ruentex Group since 1987. Mr. Chen holds a B.S. in chemical engineering and an MBA from National Taiwan University.
Mr. Paul Conway, 42, has served as a member of our board of directors since March 2012 and served as our Chief Executive Office from February 2010 to February 2012. Mr. Conway currently serves as a consultant to the Company, as well as an advisor to CEA Capital Advisors, a New York merchant bank and other media and consumer projects in Asia. From 1998 through January 2010, Mr. Conway worked at Oppenheimer & Co., Inc., where he served as Managing Director of Media Investment Banking from January 2009 to January 2010, as Executive Director of Media Investment Banking from January 2006 to January 2009, and as Director of Media Investment Banking from January 2003 to January 2006. Mr. Conway holds a B.B.A. from the University of Miami and an M.B.A. from the Columbia University Graduate School of Business.
Mr. Jeffrey Yunan Ren, 37, has served as a member of the board of directors and the Chairman of the Audit Committee since February 2012. Mr. Ren currently serves as an independent director of Prince Frog International Holdings Limited, a public company focusing on the manufacture and distribution of child care products and household hygiene products in China and trading on the Hong Kong Stock Exchange, and serves as a board member of numerous private companies. From June 2010 to March 2012, Mr. Ren served as President of Bicon International (HK) Limited, a pharmaceutical investment holding company based in Hong Kong. Previously, Mr. Ren served as an Executive Director at UBS Investment Bank in Hong Kong from 2008 to 2010 and as a Vice President at Lehman Brothers in Hong Kong from 2006 to 2008. Prior to 2006, Mr. Ren served as an attorney with such international law firms as Skadden, Arps, Clifford Chance and Perkins Coie. Mr. Ren holds an LLM from Harvard Law School, and is a graduate of Beijing University Law School (LLB and Graduate Program).
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Mr. Steven D. Rubin, 52, has served as a member of the Board of Directors since the Business Combination in October 2009. Mr. Rubin served as the Secretary of Ideation from June 2007 to October 2009. Mr. Rubin has been the Executive Vice President of OPKO Health, Inc. since May 2007 and a director of OPKO Health, Inc. since February 2007 and is a member of The Frost Group, LLC, a private investment firm. Mr. Rubin currently serves on the Boards of Directors of OPKO Health, Inc., a specialty healthcare company, Non-Invasive Monitoring Systems, Inc., a medical device company, PROLOR Biotech, Inc., a developmental stage biopharmaceutical company, Neovasc, Inc., a developer of vascular devices, Kidville, Inc., which operates upscale learning and play facilities for children, Tiger X Medical, Inc. (formerly known as Cardo Medical, Inc.), formerly a medical device company, Castle Brands, Inc., a marketer of premium spirits, and SafeStitch Medical, Inc., a developmental stage FDA-registered medical device company. Mr. Rubin previously served on the Board of Directors of Dreams, Inc., a vertically integrated sports licensing and products company and Ideation. Mr. Rubin previously served as the Senior Vice President, General Counsel and Secretary of IVAX Corporation from August 2001 until September 2006.
Mr. Peter Tan, 39, was appointed to our board of directors on June 30, 2011 and has served as our Chief Executive Officer since February 2012. Mr. Tan is currently the chairman of TGC Partners Limited and managing director of TGC Financial Partners Limited, an investment advisory firm which he founded in 2009. He was also partner and part of the founding team of SIG China, the China-based private equity fund of leading U.S. hedge fund Susquehanna International Group (SIG). Mr. Tan has been actively involved in more than 40 investments in China, 12 of which were eventually listed on international stock exchanges. He has been particularly active in the media space over the past decade, and was an early investor in Airmedia and other Chinese media companies. Mr. Tan formerly served as a board member or observer of multiple companies prior to their U.S. listing, including Home Inns, E-House and Bona Entertainment Group. He was also a director at Ocean Butterflies International and 51credit. Mr. Tan is currently a director of Cathay Industries, a specialty chemical manufacturer based in China. Prior to co-founding SIG China, Mr. Tan was a lawyer with White & Case LLP and Perkins Coie LLP, where he was qualified to practice in England, Hong Kong and Singapore, and where he founded the private equity & venture capital practices and advised emerging-growth companies on fundraising transactions throughout their lifecycle.
Vote Required and Recommendation
The Board of Directors recommends a vote FOR each of the nominees in Proposal 1 through Proposal 6. Directors will be elected by a simple majority of the votes (on an as-if converted basis) cast at the Meeting by the shareholders entitled to vote in the election.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE NOMINEES IDENTIFIED ABOVE.
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Certain Corporate Governance Matters
Board Meetings; Annual Meeting Attendance; Independence
The Company’s Board of Directors oversee our business and affairs and monitors the performance of management. The Company’s Board of Directors met at least quarterly during the year ended December 31, 2011 and continues to meet regularly to review matters affecting our Company and to act on matters requiring Board of Director approval. During 2011, the Board of Directors held six meetings.
The Board of Directors has determined that the following directors are independent pursuant to NYSE MKT Section 803(A)(2) (“NYSE MKT Rules”): Robert Fried, Chi-Chuan (Frank) Chen, Yunan (Jeffrey) Ren, and Steven Rubin. The independent directors meet periodically in executive session without the presence of non-independent directors and management.
Committees
The standing committees of the Board of Directors are the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee.
Audit Committee
The members of the Audit Committee are Jeffrey Yunan Ren, Chairman, and Chi-Chuan Chen, both of whom are independent directors as determined by the NYSE MKT Rules. The Audit Committee met three times during 2011 and at least quarterly other than in the first quarter of 2011.
The Company maintains an Audit Committee of two members pursuant to the exemption provided under Section 803(B)(2)(c) of the NYSE MKT Company Guide, which provides that an issuer that satisfies the definition of Smaller Reporting Company in Regulation S-K, Item 10(f)(1), is only required to maintain an Audit Committee of at least two members. With respect to SearchMedia’s 2011 second quarter, the Company satisfied the definition of Smaller Reporting Company in Regulation S-K, Item 10(f)(1), with a public float of less than $75 million.
Our Board of Directors has determined that Mr. Ren qualifies as an “Audit Committee financial expert” within the meaning of applicable regulations of the Securities and Exchange Commission, promulgated pursuant to the Sarbanes-Oxley Act of 2002. Our Board of Directors has adopted a written charter for the Audit Committee which the Audit Committee reviews and reassesses for adequacy on an annual basis. A copy of the Audit Committee’s charter is located on our website at www.searchmediaholdings.com.
Compensation Committee
The members of the Compensation Committee are Steven Rubin, Chairman, and Robert Fried, both of whom are independent directors as determined by the NYSE MKT Rules. The Compensation Committee met two times during 2011. A copy of the Compensation Committee’s charter is located on our website at www.searchmediaholdings.com.
Corporate Governance and Nominating Committee
The members of the Corporate Governance and Nominating Committee are Robert Fried and Steven Rubin. The Corporate Governance and Nominating Committee met one time during 2011. A copy of the Corporate Governance and Nominating Committee’s charter is located on our website at www.searchmediaholdings.com.
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Communications with our Board of Directors
Any shareholder who wishes to send a communication to our Board of Directors should address the communication either to the Board of Directors or to the individual director c/o Corporate Secretary, SearchMedia Holdings Limited, Room 902 and 903, 500 Weihei Road, Jing An District, Shanghai, China 200041. Our Corporate Secretary will forward the communication either to all of the directors, if the communication is addressed to the board, or to the individual director, if the communication is directed to a director. Alternatively, shareholders may communicate with the Board of Directors through the Company’s website, www.searchmediaholdings.com, by using the Investor Relations tab and selecting the Contact IR section.
Home Country Letters
For the year ended December 31, 2011, we are not aware of any significant ways in which our corporate governance practices differ from those followed by U.S. domestic companies under the NYSE MKT LLC Company Guide.
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PROPOSAL 7
AMEND THE COMPANY’S AMENDED AND RESTATED 2008 SHARE INCENTIVE PLAN
BY INCREASING THE NUMBER OF AUTHORIZED ORDINARY SHARES AVAILABLE FOR GRANT UNDER THE PLAN FROM 3,000,000 ORDINARY SHARES TO 4,500,000 ORDINARY SHARES
In connection with the Business Combination of SearchMedia International Limited and Ideation Acquisition Corp. on October 30, 2009, the stockholders of Ideation Acquisition Corp., the predecessor of the Company, approved the assumption of the SearchMedia International Limited 2008 Share Incentive Plan and its amendment and restatement as the SearchMedia Holdings Limited Amended and Restated 2008 Share Incentive Plan (the “2008 Plan”).
The purpose of the 2008 Plan is to promote the success and enhance the value of the Company by linking the personal interests of the members of the Board of Directors, employees, and consultants to those of the Company’s shareholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to Company shareholders. The 2008 Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of the members of the Board of Directors, employees, and consultants upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent.
The 2008 Plan originally provided for the issuance of up to 1,706,492 shares, which was increased to 3,000,000 shares following the 2011 annual general meeting.
The compensation committee of the Board of Directors of the Company recommended an increase in the 2008 Plan from 3,000,000 ordinary shares to 4,500,000 ordinary shares. On October 18, 2012, the Board of Directors authorized and approved, subject to the approval of the shareholders, the increase of the number of authorized shares to be awarded under the 2008 Plan from 3,000,000 ordinary shares to 4,500,000 ordinary shares which may be granted to designated employees, directors and consultants of the Company.
If the shareholders of the Company approve the amendment to the 2008 Plan, the revised text of Article 3, Section 3.1(a) of the 2008 Plan will read as follows:
“Subject to the provisions of Article 8 and Section 3.1(b), the aggregate number of Shares which may be issued or transferred pursuant to Awards under the Plan is 4,500,000.”
A copy of the currently effective 2008 Plan was filed with the U.S. Securities and Exchange Commission on November 5, 2009 as Exhibit 10.13 to the Company’s Current Report on Form 8-K. Upon request, the Company will provide a shareholder with one copy of the 2008 Plan without charge.
Vote Required and Recommendation
The Board of Directors recommends a vote FOR Proposal 7. A resolution passed by a simple majority of votes cast by such shareholders on an as-if converted basis as, being entitled to do so, vote in person or by proxy, will be required for approval of Proposal 7.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE INCREASE IN THE NUMBER OF AUTHORIZED ORDINARY SHARES UNDER THE
COMPANY’S AMENDED AND RESTATED 2008 SHARE INCENTIVE PLAN.
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PROPOSAL 8
BY SPECIAL RESOLUTION TO CHANGE THE NAME OF THE COMPANY FROM SEARCHMEDIA HOLDINGS LIMITED TO TIGER MEDIA, INC.
The Directors believe that the Company would benefit from having its name changed to Tiger Media, Inc.
The name Tiger Media, Inc. has been reserved with the Registrar of Companies in the Cayman Islands.
The special resolution to be passed is set out below:
IT WAS RESOLVED AS A SPECIAL RESOLUTION that the name of the Company be changed from “SearchMedia Holdings Limited” to “Tiger Media, Inc.”
Vote Required and Recommendation
The Board of Directors recommends a vote FOR Proposal 8. A resolution passed by a majority of not less than two-thirds of such shareholders on an as-if converted basis as, being entitled to do so, vote in person or by proxy, will be required for approval of the special resolution in Proposal 8.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE SPECIAL RESOLUTION TO CHANGE THE NAME OF THE COMPANY FROM SEARCHMEDIA HOLDINGS LIMITED TO TIGER MEDIA, INC.
PROPOSAL 9
BY SPECIAL RESOLUTION TO AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY TO REDUCE THE MINIMUM NOTICE FOR A DIRECTOR MEETING
FROM SEVEN DAYS TO TWO DAYS.
It is proposed to allow the Directors greater flexibility in being able to convene Director meetings quickly when required in the future by changing the notice required to convene a Director meeting from seven days to two days.
The special resolution to be passed is set out below:
IT WAS RESOLVED AS A SPECIAL RESOLUTION that Articles 99 and 100 of the Articles of Association of the Company be amended by, deleting all references therein to “seven (7) days” and replacing with “two (2) days”.
Vote Required and Recommendation
The Board of Directors recommends a vote FOR Proposal 9. A resolution passed by a majority of not less than two-thirds of such shareholders on an as-if converted basis as, being entitled to do so, vote in person or by proxy, will be required for approval of the special resolution in Proposal 9.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE SPECIAL RESOLUTION TO AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY TO REDUCE THE MINIMUM NOTICE FOR A DIRECTOR MEETING FROM SEVEN DAYS TO TWO DAYS.
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OTHER MATTERS
The Board of Directors is not aware of any other matters to be submitted to the Meeting. If any other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares they represent as the Board of Directors may recommend.
| By Order of the Board of Directors, |
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| Robert Fried |
| Chairman of the Board of Directors |
Dated: November 14, 2012
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Exhibit 99.2
‚ FOLD AND DETACH HERE AND READ THE REVERSE SIDE ‚
| NOMINEES: | PROXY | Please mark your votes like this |
x |
| Signature |
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Signature |
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Date | , 2012. | |||||||
NOTE: Please sign exactly as your name or names appears hereon. When shares are held by joint owners, both must sign. When signing as attorney, executor, administrator, trustee or guardian, please give title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person.
Please mark, sign, date and return the Proxy Card promptly in the enclosed envelope.
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q FOLD AND DETACH HERE AND READ THE REVERSE SIDE q
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PROXY |
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SEARCHMEDIA HOLDINGS LIMITED Rooms 902 and 903 500 Weihei Road, Jing An District Shanghai, China 200041
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS ANNUAL GENERAL MEETING OF SHAREHOLDERS — DECEMBER 14, 2012 (10:00 A.M. LOCAL TIME)
The undersigned hereby appoints Peter Tan and Joshua Weingard and each of them severally, as proxies of the undersigned, each with full power to appoint his substitute, to represent the undersigned at the Annual General Meeting (the “Meeting”) of Shareholders of SearchMedia Holdings Limited (the “Company”) to be held on December 14, 2012 (10:00 a.m. local time), and at any adjournments thereof, and to vote thereat all ordinary shares of the Company held of record by the undersigned at the close of business on October 29, 2012 in accordance with the instructions set forth on this proxy card and, in their discretion, to vote such shares on any other business as may properly come before the Meeting and on matters incident to the conduct of the Meeting. Any proxy heretofore given by the undersigned with respect to such ordinary shares is hereby revoked.
PLEASE MARK, DATE AND SIGN THIS PROXY ON THE REVERSE SIDE AND RETURN IT IN THE ENCLOSED ENVELOPE
(Continued, and to be marked, dated and signed, on the other side) |