Circular to Shareholders in relation to the following:- (1) Proposed Consolidation of Every 10 Ordinary Shares in DGB ("DGB Shares" or "Shares") into 1 DGB Share; and (2) Proposed Private Placement of up to 66,000,000 New DGB Shares after the Proposed Share Consolidation to Independent Third-Party Investor(s) to be identified later and at an issue price to be determined later.