SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For March 2, 2009
BONSO ELECTRONICS
INTERNATIONAL INC.
---------------------------------------------
(Translation of Registrant's name into English)
Unit 1915-1916, 19/F, Delta House
3 On Yiu Street, Shek Mun,
Shatin, Hong Kong
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(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 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 ]
BONSO ELECTRONICS INTERNATIONAL INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
FOR THE FISCAL YEAR ENDED MARCH 31, 2008
TO BE HELD MARCH 27, 2009 AT 11:00 AM (SHENZHEN TIME)
Notice is hereby given that an annual meeting of the shareholders (the
"Shareholders") of Bonso Electronics International Inc., a British Virgin
Islands corporation (the "Corporation" or "Bonso"), will be held at 11:00 a.m.,
local time, on March 27, 2009, at the offices of the Corporation's China
Subsidiary, at 59 Da Yang Road, Da Yang Synthetical Develop District, Fu Yong,
Shenzhen, China, and any adjournments or postponements thereof (the "Meeting" or
"Annual Meeting") for the following purposes:
1. To elect the following five (5) persons to serve as directors of
the Corporation until the next annual meeting of shareholders and
thereafter until their successors shall have been elected and
qualified: Anthony So, Kim Wah Chung, Woo Ping Fok, J. Stewart
Jackson IV and Henry F. Schlueter;
2. To ratify the selection of PricewaterhouseCoopers as the
independent public accountants of the Corporation for the fiscal
year ending March 31, 2009; and
3. To consider and act upon such other business as may properly come
before the Meeting.
Only Shareholders of record at the close of business on February 20,
2009, shall be entitled to notice of and to vote at the Meeting. All
Shareholders are cordially invited to attend the Meeting in person. Regardless
of your plan to attend/not attend the Meeting, please vote either by phone or
over the Internet or complete the enclosed proxy card and sign, date and return
it promptly in the enclosed postage paid envelope. Sending in your proxy will
not prevent you from voting in person at the Meeting.
We have elected to furnish proxy materials to our shareholders on the
Internet. We believe this approach will allow us to provide our shareholders
with the appropriate information while lowering costs to the Corporation.
Accordingly, we are sending a Notice of Internet Availability of Proxy Materials
(the "Internet Notice") to our stockholders of record and beneficial owners. All
stockholders will have the ability to access the proxy materials on a website
referred to in the Internet Notice. Instructions on how to access the proxy
materials over the Internet or to request a printed copy may be found on the
Internet Notice.
The Corporation's annual report on Form 20-F for the year ended March
31, 2008, including its complete audited financial statements, as filed with the
United States Securities and Exchange Commission (the "SEC") is available
without charge upon written request from the Corporation at Unit 1915-1916,
19/F, Delta House, 3 On Yiu Street, Shek Mun, Shatin, Hong Kong. The
Corporation's annual report on Form 20-F and other documents filed or submitted
to the Sec are also available from the SEC's website at www.sec.gov.
By Order of the Board of Directors
Anthony So, Chairman and Chief Executive Officer
Hong Kong
February 27, 2009
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QUESTIONS AND ANSWERS RELATING TO THE ANNUAL MEETING
Why did I receive these materials?
Our shareholders as of the close of business on February 20, 2009,
which we refer to as referred to as the "Record Date," are entitled to vote at
our Annual Meeting of shareholders, which will be held on March 27, 2009. As a
shareholder, you are invited to attend the annual meeting and are requested to
vote on the items of business described in this proxy statement. This proxy
statement provides notice of the Meeting, describes the proposals presented for
shareholder action and includes other information about the Corporation. The
accompanying proxy card enables shareholders to vote on the matters without
having to attend the annual meeting in person.
The cost of soliciting these Proxies, consisting of the printing,
handling, and mailing of the Proxy and related material, and the actual expense
incurred by brokerage houses, custodians, nominees and fiduciaries in forwarding
proxy materials to the beneficial owners of the shares of common stock, will be
paid by the Corporation.
In order to assure that there is a quorum, it may be necessary for
certain officers, directors, regular employees and other representatives of the
Corporation to solicit Proxies by telephone, facsimile or in person. These
persons will receive no extra compensation for their services.
Who is entitled to vote at the Meeting?
Only shareholders of record at the close of business on the Record Date
are entitled to receive notice of and to participate in the annual meeting. If
you were a shareholder of record on the Record Date, you will be entitled to
vote all of the shares that you held on that date at the Meeting, or any
postponements or adjournments of the Meeting.
How many votes do I have?
You will be entitled to one vote for each outstanding share of our
common stock you own as of the Record Date. As of the Record Date, there were
5,577,639 shares of our common stock outstanding and eligible to vote.
How many shares must be present or represented to conduct business at the
Meeting?
The presence, in person or by proxy, of the holders of one-third of the
outstanding shares of common stock is necessary to constitute a quorum at the
Meeting. Based on the number of shares of our common stock outstanding on the
Record Date, the holders of our common stock representing at least 1,859,212
votes will be required to establish a quorum. Proxies received but marked as
abstentions, votes withheld and broker non-votes will be included in the
calculation of the number of votes considered present at the Meeting.
How can I vote my shares in person at the Meeting?
Shares held in your name as the shareholder of record may be voted by
you in person at the Meeting. Shares held by you beneficially in "street name"
through a broker, bank or other nominee may be voted by you in person at the
Meeting only if you obtain a legal proxy from the broker, bank or other nominee
that holds your shares giving you the right to vote the shares.
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How can I vote my shares without attending the Meeting?
Whether you hold shares directly as the shareholder of record or
beneficially in "street name," you may direct how your shares are voted without
attending the Meeting. If you are a shareholder of record (that is, if your
shares are registered directly in your name with our transfer agent), you must
complete and properly sign and date the accompanying proxy card and return it to
us and it will be voted as you direct. If you are a shareholder of record and
attend the meeting, you may deliver your completed proxy card in person. If you
hold shares beneficially in "street name," you may vote by submitting voting
instructions to your broker, bank or other nominee.
Can I vote by telephone or electronically?
If you are a shareholder of record, you may vote by telephone, or
electronically through the Internet, by following the instructions included with
your proxy card. If your shares are held in "street name," please check your
proxy card or contact your broker, bank or other nominee to determine whether
you will be able to vote by telephone or electronically and the deadline for
such voting.
Can I change my vote after I return my proxy card?
Yes. If you are a shareholder of record, you may revoke or change your
vote at any time before the proxy is exercised by delivering to our Secretary at
the address shown at the beginning of this proxy statement a notice of
revocation, or by signing a proxy card bearing a later date or by attending the
Meeting and voting in person.
For shares you hold beneficially in "street name," you may change your
vote by submitting new voting instructions to your broker, bank or other nominee
or, if you have obtained a legal proxy from your broker, bank or other nominee
giving you the right to vote your shares, by attending the Meeting and voting in
person. In either case, the powers of the proxy holders will be suspended if you
attend the Meeting in person and so request, although attendance at the Meeting
will not by itself revoke a previously granted proxy.
Who counts the votes?
Votes will be counted and certified by Computershare Trust Company,
N.A. ("Computershare"), our transfer agent. If you are a shareholder of record,
your signed proxy card is returned directly to Computershare for tabulation. If
you hold your shares in "street name" through a broker, bank or other nominee,
your broker, bank or other nominee will return one proxy card to Computershare
on behalf of its clients.
What are the Board of Directors' recommendations?
Unless you give other instructions on your proxy card, the person named
as proxy holder on the proxy card will vote in accordance with the
recommendations of the Board of Directors. The Board of Directors'
recommendation is set forth together with the description of each item in this
proxy statement. In summary, the Board of Directors recommends FOR the election
of directors named; and FOR the ratification of the selection of
PricewaterhouseCoopers as independent public accountants of the Corporation for
the year ending March 31, 2009.
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The Corporation's executive officers and directors have advised the
Corporation that they intend to vote their shares 2,280,877 (including those
shares over which they hold voting power), representing approximately 40.9% as
of February 20, 2009, of the outstanding shares of common stock, in favor of
each of the proposals above.
Will shareholders be asked to vote on any other matters?
To the knowledge of the Corporation and its management, shareholders
will vote only on the matters described in this proxy statement. However, if any
other matters properly come before the Meeting, the persons named as proxies for
shareholders will vote on those matters in the manner they consider appropriate.
What vote is required to approve each item?
Election of Directors.
The affirmative vote of a plurality of the votes cast at the Meeting is
required for the election of directors (Proposal 1). A properly executed proxy
marked "withhold authority" with respect to the election of one or more
directors will not be voted with respect to the director or directors indicated,
although it will be counted for purposes of determining whether there is a
quorum.
Ratification of PricewaterhouseCoopers and other items.
For the proposal to ratify the appointment of our independent
registered public accounting firm for our year ending March 31, 2009 (Proposal
2) the affirmative vote of the holders of a majority of the votes cast in person
or represented by proxy and entitled to vote on the item will be required for
approval.
A properly executed proxy marked "abstain" with respect to any matter
will not be voted, although it will be counted for purposes of determining
whether there is a quorum. Accordingly, an abstention will have the effect of a
negative vote.
How are votes counted?
In the election of directors, you may vote "FOR" all or some of the
nominees or your vote may "WITHHOLD AUTHORITY FOR" with respect to one or more
of the nominees. You may not cumulate your votes for the election of directors.
For the Ratification of PricewaterhouseCoopers and other items of
business, you may vote "FOR," "AGAINST" or "ABSTAIN." If you elect to "ABSTAIN,"
the abstention has the same effect as a vote "AGAINST." If you provide specific
instructions with regard to certain items, your shares will be voted as you
instruct on such items.
If you hold your shares in "street name" through a broker, bank or
other nominee rather than directly in your own name, then your broker, bank or
other nominee is considered the shareholder of record, and you are considered
the beneficial owner of your shares. We have supplied copies of our proxy
statement to the broker, bank or other nominee holding your shares of record,
and they have the responsibility to send it to you. As the beneficial owner, you
have the right to direct your broker, bank or other nominee on how to vote your
shares at the Meeting. The broker, bank or other nominee that is the shareholder
of record for your shares is obligated to provide you with a voting instruction
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card for you to use for this purpose. If you hold your shares in a brokerage
account but you fail to return your voting instruction card to your broker, your
shares may constitute "broker non-votes."
Generally, broker non-votes occur on a matter when a broker is not
permitted to vote on that matter without instructions from the beneficial owner
and instructions are not given. In tabulating the voting result for any
particular proposal, shares that constitute broker non-votes are not considered
present and entitled to vote on that proposal. If a quorum is present at the
Meeting, the persons receiving the greatest number of votes will be elected to
serve as directors. As a result, broker non-votes will not affect the outcome of
the voting on the election of directors (Proposal 1). The ratification of the
appointment of PricewaterhouseCoopers as our independent registered public
accounting firm (Proposal 2) requires the affirmative vote of a majority of the
shares of common stock present in person or represented by proxy at the Meeting
and entitled to vote on the proposal. A broker non-vote is treated as not being
entitled to vote on the matter and, therefore, is not counted for purposes of
determining whether the proposal has been approved. If you are a beneficial
owner and your broker, bank or other nominee holds your shares in its name, it
is permitted for the broker, bank or other nominees to vote your shares on the
election of directors (Proposal 1) and the ratification of the appointment of
our independent registered public accounting firm (Proposal 2). Without your
voting instructions on these items a broker non-vote will occur.
PROPOSAL 1
ELECTION OF FIVE (5) PERSONS TO SERVE AS DIRECTORS OF THE CORPORATION
The Corporation's directors are elected annually to serve until the
next annual meeting of shareholders and thereafter until their successors shall
have been elected and qualified. The number of directors presently authorized by
the Articles of Association of the Corporation shall be not less than one (1)
nor more than seven (7).
Unless otherwise directed by Shareholders, the proxy holders named in
the accompanying Proxy will vote all shares represented by Proxies held by them
for the election of the following nominees, all of whom are now members and
constitute the Corporation's Board of Directors. The Corporation is advised that
all nominees have indicated their availability and willingness to serve if
elected. In the event that any nominee becomes unavailable or unable to serve as
a director of the Corporation prior to the voting, the proxy holder will vote
for a substitute nominee in the exercise of his best judgment.
INFORMATION CONCERNING NOMINEES
Anthony So, 65, is the founder of Bonso. He has been our Chairman of
the Board of Directors since July 1988. He was appointed as the Chief Executive
Officer and the President on November 16, 2006. Mr. So received his BSE degree
in civil engineering from National Taiwan University in 1967 and a master's
degree in business administration ("MBA") from the Hong Kong campus of the
University of Hull, Hull, England in 1994. Mr. So has been Chairman of the Hong
Kong GO Association since 1986, and also served as Chairman of the Alumni
Association of National Taiwan University for the 1993-1994 academic years. Mr.
So has served as a trustee of the Chinese University of Hong Kong, New Asia
College since 1994.
Kim Wah Chung, 50, has been a director since September 1994. Mr. Chung
has been employed by us since 1981 and currently holds the position of Director
of Engineering and Research and Development. Mr. Chung is responsible for all
research projects and product development. Mr. Chung's entire engineering career
has been spent with Bonso, and he has been involved in all of our major product
developments. Mr. Chung graduated with honors in 1981 from the Chinese
University of Hong Kong with a bachelor of science degree in electronics.
6
Woo-Ping Fok, 59, was elected to our Board of Directors on September
21, 1994. Mr. Fok has practiced law in Hong Kong since 1991 and is a Consultant
with Messrs. C.K. Mok & Co.. Mr. Fok's major areas of practice include
conveyancing or real property law, corporations and business law, commercial
transactions and international trade with a special emphasis in China trade
matters. Mr. Fok was admitted to the Canadian Bar as a Barrister & Solicitor in
December 1987 and was a partner in the law firm of Woo & Fok, a Canadian law
firm with its head office in Edmonton, Alberta, Canada. In 1991, Mr. Fok was
qualified to practice as a Solicitor of England & Wales, a Solicitor of Hong
Kong and a Barrister & Solicitor of Australian Capital Territory.
J. Stewart Jackson IV, 72, has been a director since January 10, 2000.
From 1962 until its merger with Republic Industries in 1996, Mr. Jackson served
in various management capacities, including president, of Denver Burglar Alarm
Co., Inc., a business founded by his family. In addition, in the mid-1960's, Mr.
Jackson founded Denver Burglar Alarm Products, a separate company which
invented, patented, manufactured, distributed and installed the first
self-contained ionization smoke detectors and which was later sold to a
conglomerate manufacturer. After the merger of Denver Burglar Alarm Co., Inc.,
Mr. Jackson founded Jackson Burglar Alarm Co., Inc. Mr. Jackson served as Chief
Executive Officer of Jackson Burglar Alarm Co. from February 1998 to October
2005. Mr. Jackson has served as the Chief Executive Officer of J S J
Corporation. Mr. Jackson served on the advisory board of directors for
Underwriter's Laboratories for burglar and fire alarm systems for 25 years and
has been an officer in the Central Station Protection Association, which, along
with the National Burglar Alarm Association, was formed by his family in the
late 1940's. Mr. Jackson graduated from the University of Colorado in 1962 with
a degree in Business Management and Engineering.
Henry F. Schlueter, 57, has been a director since October 2001, and has
been our Assistant Secretary since October 1988. Since 1992, Mr. Schlueter has
been the Managing Director of Schlueter & Associates, P.C., a law firm,
practicing in the areas of securities, mergers and acquisitions, finance and
corporate law. Mr. Schlueter has served as our United States corporate and
securities counsel since 1988. From 1989 to 1991, prior to establishing
Schlueter & Associates, P.C., Mr. Schlueter was a partner in the Denver,
Colorado office of Kutak Rock (formerly Kutak, Rock & Campbell), and from 1984
to 1989, he was a partner in the Denver office of Nelson & Harding. Mr.
Schlueter is a member of the American Institute of Certified Public Accountants,
the Colorado Society of CPA's, the Colorado and Denver Bar Associations and the
Wyoming State Bar.
Anthony So, the Corporation's President, Chief Executive Officer and
Chairman of the Board of Directors is the father of Albert So, the Corporation's
Chief Financial Officer.
No arrangement or understanding exists between any such director or
officer and any other persons pursuant to which any director or executive
officer was elected as a director or executive officer. Our directors are
elected annually and serve until their successors take office or until their
death, resignation or removal. The executive officers serve at the pleasure of
the Board of Directors.
Board Recommendation
The Board of Directors recommends a vote FOR the election of each of
the five (5) nominees named above as directors of the Corporation.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
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OWNERS AND MANAGEMENT
---------------------
The following table shows the number of shares of common stock
beneficially owned by our directors and executive officers as of February 20,
2009:
Total
Number of
Shares of Shares of
Common Stock Common Stock Percent of
Owned of Beneficially Beneficial
Name Record Options Held Owned Ownership
---- ------ ------------ ----- ---------
Anthony So 1,626,195(1) 636,500(2) 2,262,695 36.41%
Kim Wah Chung 93,700 115,000(3) 208,700 3.67%
Henry F. Schlueter 34,000 40,000(4)(9) 74,000 1.32%
Woo-Ping Fok 64,407 50,000(6)(8)(9) 114,407 2.03%
J. Stewart Jackson IV 462,575(7) 60,000(5)(8)(9) 522,575 9.27%
All Directors and Officers as a 2,280,877 901,500 3,182,377 49.12%
group (5 persons)
(1) Includes 1,143,421 shares of common stock owned of record by a
corporation that is wholly owned by a trust of which Mr. So
is the sole beneficiary.
(2) Includes options to purchase 158,000 shares of common stock at an
exercise price of $8.00 per share expiring January 6, 2010, options to
purchase 128,000 shares of common stock at an exercise price of $3.65
per share expiring on April 9, 2011, options to purchase 128,000 shares
of common stock at an exercise price of $2.50 per share expiring on
March 6, 2012, and options to purchase 222,500 shares of common stock
at an exercise price of $1.61 per share expiring on March 31, 2013.
(3) Includes options to purchase 20,000 shares of common stock at an
exercise price of $8.00 per share expiring January 6, 2010, options to
purchase 20,000 shares of common stock at an exercise price of $3.65
per share expiring on April 9, 2011, options to purchase 20,000 shares
of common stock at an exercise price of $2.50 per share expiring on
March 6, 2012, and options to purchase 55,000 shares of common stock at
an exercise price of $1.61 per share expiring on March 31, 2013.
(4) Includes options to purchase 10,000 shares of common stock at an
exercise price of $8.00 per share expiring January 6, 2010.
(5) Includes options to purchase 10,000 shares of common stock at an
exercise price of $2.55 expiring on October 15, 2011 and
10,000 shares of common stock at an exercise price of $1.61 per share
expiring on March 31, 2013.
(6) Includes options to purchase 10,000 shares of common stock at an
exercise price of $8.125 per share expiring January 12, 2010.
(7) Includes 461,975 shares held by Mr. Jackson and 600 shares held by
Mr. Jackson's wife.
(8) Includes options to purchase 10,000 shares of common stock at an
exercise price of $7.875 per share expiring on January 9, 2011.
(9) Includes options to purchase 10,000 shares of common stock at an
exercise price of $6.12 expiring on March 25, 2014, options to purchase
10,000 shares of common stock at an exercise price of $6.20 per share
expiring on September 12, 2014 and options to purchase 10,000 shares of
common stock at an exercise price of $4.50 per share expiring on
December 4, 2015.
There are no arrangements known to the Corporation the operation of
which may at a subsequent date result in a change in control of the Corporation.
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BOARD COMMITTEES
The Board of Directors maintains an Audit Committee. Mr. Woo Ping Fok
and Mr. Henry F. Schlueter are the members of the Audit Committee. Mr. Fok and
Mr. Schlueter are "independent" as defined in the NASDAQ listing standards.
The Audit Committee was established to: (i) review and approve the
scope of audit procedures employed by our independent auditors; (ii) review and
approve the audit reports rendered by our independent auditors; (iii) approve
the audit fee charged by the independent auditors; (iv) report to the Board of
Directors with respect to such matters; (v) recommend the selection of
independent auditors; and (vi) discharge such other responsibilities as may be
delegated to it from time to time by the Board of Directors and to discharge
such other responsibilities as may be delegated to it from time to time by the
Board of Directors. Effective as of August 17, 2000, the Board of Directors
adopted a formal charter for its Audit Committee, which was amended effective
June 30, 2005.
COMPENSATION OF OFFICERS AND DIRECTORS
The aggregate amount of compensation paid by us and our subsidiaries
during the year ended March 31, 2008 to all directors and officers as a group
for services in all capacities was $952,473. Total compensation for the benefit
of Anthony So was $705,901, for the benefit of Kim Wah Chung was $150,479, for
the benefit of the Albert So was $36,100 and for the benefit of Henry F.
Schlueter was an aggregate of $59,365. The $59,365 listed as having been paid
for the benefit of Mr. Schlueter was paid to his law firm, Schlueter &
Associates, P.C. for legal services rendered and expenses incurred.
We did not set aside or accrue any amounts to provide pension,
retirement or similar benefits for directors and officers for the fiscal year
ended March 31, 2008, other than contributions to our Provident Fund Plan which
aggregated $15,865 for officers and directors.
Employment Agreements
We have employment agreements with Anthony So and Kim Wah Chung. Mr.
So's employment agreement provides for a yearly salary of approximately $700,000
per year plus bonus, and Mr. Chung's employment agreement provides for a yearly
salary of approximately $150,000 per year plus bonus, as stated in their
respective employment agreements which expired on March 31, 2008. We have new
employment agreements with Mr. So and Mr. Chung which expires on March 31, 2013,
with approximately $800,000 and $200,000 as their respective yearly salary plus
bonus. The employment agreements contain provisions under which we will be
obligated to pay Mr. So all compensation for the remainder of his employment
agreement and five times his annual salary and bonus compensation if a change of
control as defined in the agreements occur.
Options of Directors and Senior Management
The following table provides information concerning options owned by the
directors and senior management at March 31, 2008:
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Number of Common Shares
Subject to Exercise Price Expiration Date
Name Stock Options Per Share
-------------------------------------------------------------------------------------------------------------
Anthony So 158,000 $8.00 January 6, 2010
128,000 $3.65 April 9, 2011
128,000 $2.50 March 6, 2012
222,500 $1.61 March 31, 2013
-------------------------------------------------------------------------------------------------------------
Kim Wah Chung 20,000 $8.00 January 6, 2010
20,000 $3.65 April 9, 2011
20,000 $2.50 March 6, 2012
55,000 $1.61 March 31, 2013
-------------------------------------------------------------------------------------------------------------
Woo-Ping Fok 10,000 $8.125 January 12, 2010
10,000 $7.875 January 9, 2011
10,000 $6.12 March 25, 2014
10,000 $6.20 September 12, 2014
10,000 $4.50 December 4, 2015
-------------------------------------------------------------------------------------------------------------
J. Stewart Jackson IV 10,000 $7.875 January 9, 2011
10,000 $2.55 October 15, 2011
10,000 $1.61 March 31, 2013
10,000 $6.12 March 25, 2014
10,000 $6.20 September 12, 2014
10,000 $4.50 December 4, 2015
-------------------------------------------------------------------------------------------------------------
Henry F. Schlueter 10,000 $8.00 January 6, 2010
10,000 $6.12 March 25, 2014
10,000 $6.20 September 12, 2014
10,000 $4.50 December 4, 2015
-------------------------------------------------------------------------------------------------------------
Directors
Except for that mentioned above, our directors do not receive any
additional monetary compensation for serving in their capacities. All directors
are reimbursed for all reasonable expenses incurred in connection with services
as a director.
Employee retirement benefits
With effect from January 1, 1988, BEL, a wholly-owned foreign
subsidiary of the Corporation in Hong Kong, implemented a defined contribution
plan (the "Plan") with a major international assurance company to provide life
insurance and retirement benefits for its employees. All permanent full time
employees who joined Bonso Electronics Limited, a wholly owned subsidiary of the
Company ("BEL") before December 2000, excluding factory workers, are eligible to
join the provident fund plan. The eligible employee of the Plan is required to
contribute 5% of their monthly salary, while BEL is required to contribute from
5% to 10% based on the eligible employee's salary, depending on the number of
years of the eligible employee's service.
The Mandatory Provident Fund (the "MPF") was introduced by the Hong
Kong Government, and commenced in December 2000. BEL joined the MPF by
implementing a plan with a major international assurance company. All permanent
Hong Kong full time employees who joined BEL in or after December 2000,
10
excluding factory workers, are eligible to join the MPF. The eligible employee's
and employer's contributions to the MPF are both at 5% of the eligible
employee's monthly salary and are subject to a maximum contribution of HK$1,000
(US$128) monthly.
Pursuant to the relevant PRC regulations, the Group is required to make
contributions for each employee at rates based upon the employee's standard
salary base as determined by the local Social Security Bureau, to a defined
contribution retirement scheme organized by the local Social Security Bureau in
respect of the retirement benefits for the Group's employees in the PRC.
The contributions to each of the above schemes are recognized as
employee benefit expense when they are due and are charged to the consolidated
statement of income (loss). The Group's total contributions to the above schemes
for the years ended March 31, 2006, 2007 and 2008 amounted to $145,719, $164,348
and $251,538, respectively. The Group has no other obligation to make payments
in respect of retirement benefits of the employees.
Compensation Pursuant to Options to Purchase Common Stock
Stock Option and Bonus Plans
The 1996 Stock Option Plan
In October 1996, our stockholders adopted the 1996 Stock Option Plan
(the "Employees' Plan") which provides for the grant of options to purchase an
aggregate of not more than 400,000 shares of our common stock. In January 2000,
our shareholders approved the proposal of the Board of Directors to increase
from 400,000 to 900,000 in the aggregate the number of options to purchase
common stock under the Employees' Plan. The purpose of the Employees' Plan is to
make options available to management and employees in order to encourage them to
secure or increase on reasonable terms their stock ownership and to encourage
them to remain with the Corporation.
The Employees' Plan is administered by a committee appointed by the
Board of Directors which determines the persons to be granted options under the
Employees' Plan, the number of shares subject to each option, the exercise price
of each option and the option period, subject to the requirement that no option
may be exercisable more than ten years after the date of grant. The exercise
price of an option may be less than fair market value of the underlying shares
of common stock. No options granted under the Employee Plan are transferable by
the optionee other than by will or the laws of descent and distribution and each
option will be exercisable during the lifetime of the optionee, only by such
optionee.
The exercise price of an option granted pursuant to the Employees' Plan
may be paid in cash, by the surrender of options, in common stock, in other
property, including the optionee's promissory note, or by a combination of the
above, at our discretion.
During the fiscal year ended March 31, 2008, no options were granted
under the Employees Plan.
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The 1996 Non-Employee Directors' Stock Option Plan
In October 1996, our stockholders adopted the 1996 Non-Employee
Directors' Stock Option Plan (the "Non-Employee Directors' Plan") which provides
for the grant of options to purchase an aggregate of not more than 100,000
shares of common stock. In January 2000, our shareholders approved the proposal
of the Board of Directors to increase from 100,000 to 600,000 in the aggregate
the number of options to purchase common stock under the Non-Employee Directors'
Plan.
On November 16, 2006, the Board of Directors of the Corporation voted
to rescind the Corporation's 1996 Non-Employee Directors' Stock Option Plan (the
"Non-Employee Directors' Plan"). All options previously granted under the
Non-Employee Directors' Plan continue in full force and effect pursuant to their
terms of grant.
The 2004 Stock Option Plan
On March 23, 2004, our stockholders adopted the 2004 Stock Option Plan
(the "2004 Plan") which provides for the grant of up to six hundred thousand
(600,000) shares of the Corporation's common stock in the form of stock options,
subject to certain adjustments as described in the 2004 Plan.
The purpose of the 2004 Plan is to secure key employees to remain in
the employ of the Corporation and to encourage such employees to secure or
increase on reasonable terms their common stock ownership in the Corporation.
The Corporation believes that the 2004 Plan promotes continuity of management
and increased incentive and personal interest in the welfare of the Corporation.
The 2004 Plan is administered by a committee appointed by the Board of
Directors which consists of at least two but not more than three members of the
Board, one of who shall be a non-employee of the Corporation. The committee
members currently are Anthony So and Woo Ping Fok. The committee determines the
specific terms of the options granted, including the employees to be granted
options under the plan, the number of shares subject to each option grant, the
exercise price of each option and the option period, subject to the requirement
that no option may be exercisable more than 10 years after the date of grant.
The exercise price of an option may be less than fair market value of the
underlying shares of common stock. No options granted under the plan will be
transferable by the optionee other than by will or the laws of descent and
distribution and each option will be exercisable, during the lifetime of the
optionee, only by the optionee.
The exercise price of an option granted pursuant to the 2004 Plan may
be paid in cash, by the surrender of options, in common stock, in other
property, including a promissory note from the optionee, or by a combination of
the above, at the discretion of the Committee.
As of March 31, 2008, no shares option had been granted under the Stock
Bonus Plan.
2004 Stock Bonus Plan
On September 7, 2004, our stockholders adopted the 2004 Stock Bonus
Plan (the "Stock Bonus Plan") which authorizes the issuance of up to five
hundred thousand (500,000) shares of the Corporation's Common Stock in the form
of stock a stock bonus.
The purpose of this Stock Bonus Plan is to: (i) induce key employees to
remain in the employ of the Corporation, or of any subsidiary of the
Corporation; (ii) encourage such employees to secure or increase their stock
ownership in the Corporation; and (iii) reward employees, non-employee
directors, advisors and consultants for services rendered or to be rendered to
or for the benefit of the Corporation, or any of its subsidiaries. The
Corporation believes that Stock Bonus Plan will promote continuity of management
and increased incentive and personal interest in the welfare of the Corporation.
12
The Stock Bonus Plan shall be administered by a committee appointed by
the Board of Directors which consists of at least two but not more than three
members of the Board, one of who shall be a non-employee of the Corporation. The
Committee members currently are Anthony So and Woo Ping Fok. The Committee has
the authority, in its sole discretion: (i) to determine the parties to receive
bonus stock, the times when they shall receive such awards, the number of shares
to be issued, and the time, terms and conditions of the issuance of any such
shares; (ii) to construe and interpret the terms of the Stock Bonus Plan; (iii)
to establish, amend and rescind rules and regulations for the administration of
the Stock Bonus Plan; and (iv) to make all other determinations necessary or
advisable for administering the Stock Bonus Plan.
As of March 31, 2008, no shares had been granted under the Stock Bonus
Plan.
CERTAIN TRANSACTIONS
Over the years, the Corporation has provided to and received cash
advances from its officers and directors. In October 1994, the Board of
Directors adopted a policy prohibiting the Corporation from making any loan or
advance of money or property, or guaranteeing the obligation of any directors of
the Corporation, and limiting the Corporation's ability to make such loans,
advances or guarantees to officers of the Corporation or its subsidiaries unless
a majority of independent, disinterested outside directors determine that such
loan, advance or guarantee may reasonably be expected to benefit the
Corporation. Further, all future material affiliated transactions, loans and
loan guarantees, if any, will be made on terms that are no less favorable to the
Corporation than those that are generally available from unaffiliated third
parties. The Corporation has neither provided nor received any cash advances to
its officers or directors since this policy was adopted.
During the fiscal year ended March 31, 2008 we paid Schlueter &
Associates, P.C. an aggregate of $59,365 for legal fees and expenses. Mr. Henry
F. Schlueter, a director, is the Managing Director of Schlueter & Associates,
P.C.
As of March 31, 2008, BEL had paid deposits of approximately $1,528,000
with regard to potential investments in a commercial residential building and a
land use right in the PRC. Subsequent to this fiscal year end, Mr. Anthony So,
Chairman of Bonso decided to take up BEL's potential investments and paid BEL
the full amount of approximately $1,528,000 in September 2008. The carrying
amount of the deposits approximates their fair value due to their short
maturities.
During the year ended March 31, 2007, BEL had paid certain deposits of
US$799,000 for a potential investment in a hotel. Such potential investment was
subsequently taken up by Mr. Anthony So and the full amount was paid to BEL in
July 2007.
PROPOSAL 2
RATIFICATION OF SELECTION OF ACCOUNTANTS
The Board of Directors has selected PricewaterhouseCoopers as the
independent public accountants of the Corporation for the fiscal year ending
March 31, 2009, and has further directed that the Corporation submit the
selection of the independent public accountants for ratification by Shareholders
at the Annual Meeting.
13
Unless otherwise directed by Shareholders, the proxy holder named in
the accompanying Proxies will vote all shares represented by Proxies held by him
to ratify the selection of PricewaterhouseCoopers as the independent public
accountants of the Corporation for the fiscal year ending March 31, 2009.
Fees Paid to the Independent Auditors
Audit Fees
The aggregate fees billed by PricewaterhouseCoopers for professional
services rendered for the audit of the Corporation's annual consolidated
financial statements for the fiscal year ended March 31, 2008 were $371,538 and
for the fiscal year ended March 31, 2007 were $261,282.
Audit Related Fees
There were no fees billed by PricewaterhouseCoopers for professional
services rendered for assurance and related services provided by
PricewaterhouseCoopers that were reasonably related to the performance of the
audit and are not reported above under "Audit Fees" for the fiscal year ended
March 31, 2008 and for the fiscal year ended March 31, 2007.
Tax Fees
The aggregate fees billed by PricewaterhouseCoopers for professional
services rendered for tax compliance for the fiscal year ended March 31, 2008
were $91,317 and for the fiscal year ended March 31, 2007 were $115,000.
Board Recommendation
The Board of Directors recommends a vote FOR the ratification of the
selection of PricewaterhouseCoopers as the independent public accountants of the
Corporation for the fiscal year ending March 31, 2009.
GENERAL
Other Matters
The Board of Directors does not know of any matters that are to be
presented at the Annual Meeting other than those stated in the Notice of Annual
Meeting and referred to in this Proxy Statement. If any other matters should
properly come before the Meeting, it is the intention of the proxy holder named
in the accompanying Proxy to vote the shares they represent as the Board of
Directors may recommend. Discretionary authority with respect to such other
matters is expressly granted by the execution of the enclosed Proxy.
By Order of the Board of Directors
Anthony So, Chairman of the Board of Directors
14
BONSO ELECTRONICS INTERNATIONAL INC.
ANNUAL MEETING OF SHAREHOLDERS
MARCH 27, 2009
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of Bonso Electronics International Inc., a
British Virgin Islands corporation (the "Corporation"), acknowledges receipt of
the Notice of Annual Meeting of Shareholders and Proxy Statement, pertaining to
the annual meeting of the Corporation's shareholders to be held on March 27,
2009 (the "Annual Meeting"), and hereby appoints Anthony So and Henry F.
Schlueter, or either of them, each with the power of substitution, as attorneys
and Proxies, to represent and vote all shares of Common Stock of the Corporation
which the undersigned would be entitled to vote at the Annual Meeting and at any
adjournments or postponements thereof, hereby revoking any proxy or proxies
heretofore given and ratifying and confirming all that said attorneys and
proxies may do or cause to be done by virtue thereof with respect to the
following matters:
1. Election of each of the following five (5) persons to serve as
directors of the Corporation until the next annual meeting of
shareholders and thereafter until their successors shall have
been elected and qualified:
Anthony So
FOR /___/ WITHHOLD AUTHORITY FOR /___/
Kim Wah Chung
FOR /___/ WITHHOLD AUTHORITY FOR /___/
Woo Ping Fok
FOR /___/ WITHHOLD AUTHORITY FOR /___/
John Stewart Jackson IV
FOR /___/ WITHHOLD AUTHORITY FOR /___/
Henry F. Schlueter
FOR /___/ WITHHOLD AUTHORITY FOR /___/
2. Ratification of the selection of PricewaterhouseCoopers as the
independent public accountants of the Corporation for the fiscal
year ending March 31, 2009.
FOR /___/ AGAINST /___/ ABSTAIN /___/
3. Such other matters as may properly come before the Annual
Meeting or any adjournments or postponements thereof.
This Proxy, when properly executed, will be voted as directed. If no
direction is indicated, the Proxy will be voted (1) FOR the election of each of
the nominees listed above to the Board of Directors; and (2) FOR the
ratification of the selection of PricewaterhouseCoopers as the independent
public accountants of the Corporation for the fiscal year ending March 31, 2009.
Dated: _____________, 2009
-------------------------------
-------------------------------
[LABEL]
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.
BONSO ELECTRONICS INTERNATIONAL, INC.
(Registrant)
Date: March 2, 2009 By: /s/ Henry F. Schlueter
------------------------------------------
Henry F. Schlueter, Assistant Secretary