Bonso Electronics International Inc 6-K, filed Mar 24, 2020
Bonso Electronics International Inc (BNSOF)
About this 6-K
Bonso Electronics International Inc filed this 6-K on March 24, 2020.
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 13, 2020
Commission File Number: 0-17601
BONSO ELECTRONICS INTERNATIONAL INC.
(Exact name of Registrant as specified in its charter)
British Virgin Islands
(Jurisdiction of incorporation or organization)
Unit 1404, 14/F, Cheuk Nang Centre,
9 Hillwood Road, Tsimshatsui
Kowloon, Hong Kong
(Address of principal executive offices)
Albert So, Chief Financial Officer and Secretary
Tel: (852) 2605-5822 Fax: (852) 2691-1724
Email: albert@bonso.com
Unit 1404, 14/F, Cheuk Nang Centre,
9 Hillwood Road, Tsimshatsui
Kowloon, Hong Kong
(Name, Telephone, email and/or fax number and address of Company Contact Person)
[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__
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ANNUAL GENERAL MEETING OF SHAREHOLDERS
Bonso Electronics International Inc., a British Virgin Islands corporation (the "Corporation" or "Bonso"), held its Annual General Meeting of Shareholders at 11:00 a.m., local time, on March 13, 2020, at the corporate offices of Bonso’s China subsidiary at 10th Floor, Commercial Building, 2 Zheng Feng Bei Road, Fu Yong, Shenzhen, China, and any adjournments or postponements thereof (the “Meeting” or “Annual Meeting”) for the following purposes:
| 1. | To elect the following six (6) 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, Andrew So, Albert So, Kim Wah Chung, Woo Ping Fok and Henry F. Schlueter; |
| 2. | To ratify the selection of Moore Stephens CPA Limited as the independent public accountants of the Corporation for the fiscal year ending March 31, 2020; | |
| 3. | To amend the 2004 Stock Option Plan to increase the number of shares reserved for issuance under the plan from 850,000 to 1,100,000; and |
| 4. | 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 January 31, 2020, were entitled to notice of and to vote at the Meeting.
RESULTS OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
On March 13, 2020, the Company's Annual General Meeting of Shareholders was held at the at the corporate offices of Bonso’s China subsidiary at 10th Floor, Commercial Building, 2 Zheng Feng Bei Road, Fu Yong, Shenzhen, China. The results of the Annual Meeting were as follows:
| 1. | The following six (6) persons were elected 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, Andrew So, Albert So, Kim Wah Chung, Woo Ping Fok and Henry F. Schlueter; |
| 2. | Moore Stephens CPA Limited was ratified as the independent public accountants of the Corporation for the fiscal year ending March 31, 2020; and | |
| 3. |
An amendment to the 2004 Stock Option Plan to increase the number of shares reserved for issuance from 850,000 to 1,100,000 was approved.
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Exhibits
99.1 Proxy Statement for the Annual Meeting of the Shareholders held on March 13, 2020.
99.2 Notice Sent to Shareholders, Ballot and Proxy
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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.
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BONSO ELECTRONICS INTERNATIONAL, INC. (Registrant) |
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| Date: March 24, 2020 | By: | /s/Albert So | |
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Albert So, Chief Financial Officer and Secretary
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EXHIBIT 99.1
BONSO ELECTRONICS INTERNATIONAL INC.
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
FOR THE FISCAL YEAR ENDED MARCH 31, 2019
TO BE HELD MARCH 13, 2020 AT 11:00 AM (BEIJING TIME)
Notice is hereby given that an annual general 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 13, 2020, at the offices of the Corporation’s China subsidiary located at the 10th Floor, Commercial Building, 2 Zheng Feng Bei Road, Fu Yong, Shenzhen, China, and any adjournments or postponements thereof (the “Meeting” or “Annual Meeting”) for the following purposes:
1. To elect the following six (6) 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, Andrew So, Albert So, Kim Wah Chung, Woo Ping Fok and Henry F. Schlueter;
2. To ratify the selection of Moore Stephens CPA Limited as the independent public accountants of the Corporation for the fiscal year ending March 31, 2020;
3. To approve an amendment to the 2004 Stock Option Plan to increase the number of shares reserved for issuance from 850,000 to 1,100,000; and
4. 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 January 31, 2020, 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 Shareholders of record and beneficial owners. All Shareholders 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, 2020, 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 1404, Cheuk Nang Centre, 9 Hillwood Road, Tsimshatsui, Kowloon, 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
Hong Kong
February 5, 2020
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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 January 31, 2020, which we refer to as the “Record Date,” are entitled to vote at our Annual Meeting of Shareholders, which will be held on March 13, 2020. 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 would 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 4,630,873 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 1,543,625 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. Abstentions and broker "non-votes" are counted as present or represented for purposes of determining the presence or absence of a quorum. A broker "non-vote" occurs when a broker holding shares for a beneficial owner votes on one proposal but does not vote on another proposal because, in respect of such other proposal, the broker does not have discretionary voting power and has not received instructions from the beneficial owner.
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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.
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 a notice of revocation to our Secretary at 1404, Cheuk Nang Centre, 9 Hillwood Road, Tsimshatsui, Kowloon, Hong Kong, 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; however, no representatives of Computershare will attend the Meeting and Henry F. Schlueter will serve as the Judge of Election. As the Judge of Election, Mr. Schlueter will certify the final vote count at the Meeting. 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.
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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 the directors named, FOR the ratification of the selection of Moore Stephens CPA Limited as independent public accountants of the Corporation for the year ending March 31, 2020 and FOR the amendment to the 2004 Stock Option Plan to increase the number of shares reserved for issuance from 850,000 to 1,100,000.
The Corporation’s executive officers and directors have advised the Corporation that they intend to vote their 3,144,977 shares (including those shares over which they hold voting power), representing approximately 67.9% as of January 31, 2020, of the outstanding shares of common stock, in favor of each of the proposals above. Accordingly, all of the proposals will be approved.
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. 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 Moore Stephens CPA Limited, Approval of the Amendment to the 2004 Stock Option Plan and other items.
For the proposal to ratify the appointment of our independent registered public accounting firm for our year ending March 31, 2020 (Proposal 2) and for the proposal to amend the 2004 Stock Option Plan to increase the number of shares reserved for issuance (Proposal 3), 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 Moore Stephens CPA Limited, the amendment to the 2004 Stock Option Plan 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.
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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 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.”
Brokerage firms generally have the authority to vote customers' un-voted shares on certain "routine" matters. With the sole exception of the ratification of Moore Stephens CPA Limited as independent auditors for the year ending March 31, 2020, no matters submitted for Shareholder approval herein are "routine" matters. When a brokerage firm votes its customers' un-voted shares, these shares are counted for purposes of establishing a quorum. At our Annual Meeting these shares will be counted as voted by the brokerage firm with respect to ratifying the Board of Directors' reappointment of Moore Stephens CPA Limited as the Corporation’s auditors for the year ending March 31, 2020.
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PROPOSAL 1
ELECTION OF SIX (6) 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 (age 76) 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 President on November 16, 2006 and served in those capacities until March 20, 2015 when Andrew So was appointed President. On March 15, 2019, Mr. Anthony So resigned from the position of Chief Executive Officer. Mr. So received his BSE degree in civil engineering from National Taiwan University in 1967 and a Masters 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.
ANDREW SO (age 33) is the Chief Executive Officer of Bonso. He joined the Corporation in August 2009 and has been a director since February 25, 2012. Mr. So has served as Bonso’s Chief Operating Officer and Deputy Chairman of the Board and President since March 20, 2015. Mr. So graduated with distinctions in 2008 from the University of Toronto, Canada, with a Bachelor of Commerce degree (BComm). From 2008 to 2009, prior to his employment with the Corporation, Mr. So worked as a Derivatives Analyst at State Street Trust Company Canada, Toronto, Canada. Mr. So graduated from the MBA Program of Hong Kong University of Science and Technology in the Fall of 2014.
ALBERT SO (age 41) was appointed as the Chief Financial Officer and Secretary of Bonso on March 27, 2009. He was appointed Treasurer and Financial Controller of the Corporation on March 20, 2015. Mr. So was previously employed as the Financial Controller of Bonso in January 2008 and as a management trainee of the Corporation in November 2004. Mr. So has been a director since March 1, 2013. Prior to his employment as a management trainee of the Corporation, Mr. So was a student. Mr. So is a Certified Management Accountant and Financial Risk Manager, and received a Masters degree in Business Administration from Heriot-Watt University, Edinburgh, United Kingdom, and a Bachelors degree in Mathematics from Simon Fraser University in Burnaby, British Columbia, Canada.
KIM WAH CHUNG (age 61) has been a director since September 21, 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.
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WOO-PING FOK (age 70) 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 and 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.
HENRY F. SCHLUETER (age 68) has been a director since October 2001 and has been our Assistant Secretary since October 6, 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 and Denver Bar Associations and the Wyoming State Bar. Mr. Schlueter is registered with the Hong Kong Law Society as a Foreign Lawyer. He is also a Fellow of the Chartered Institute of Arbitrators.
Anthony So, the Corporation’s Chairman of the Board of Directors, is the father of Andrew So, the Corporation’s President and Chief Executive Officer, and Albert So, the Corporation’s Chief Financial Officer, Treasurer and Secretary.
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 six (6) nominees named above as directors of the Corporation.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows the number of shares of common stock beneficially owned by our directors and executive officers as of January 31, 2020:
| Name | Shares of Common Stock Owned of Record | Options Held | Total Number of Shares of Common Stock Beneficially Owned | Percent of Beneficial Ownership | ||||||||||||
| Anthony So | 2,281,770 | (1) | 300,000 | (2) | 2,581,770 | 52.4 | % | |||||||||
| Andrew So | 453,000 | 250,000 | (3) | 703,000 | 14.4 | % | ||||||||||
| Albert So | 250,000 | 120,000 | (4) | 370,000 | 7.8 | % | ||||||||||
| Kim Wah Chung | 93,700 | 80,000 | (5) | 173,700 | 3.7 | % | ||||||||||
| Woo Ping Fok | 66,507 | 50,000 | (6) | 116,507 | 2.5 | % | ||||||||||
| Henry F. Schlueter | 0 | 50,000 | (7) | 50,000 | 1.1 | % | ||||||||||
| All Directors and Officers as a group (6 persons) | 3,144,977 | 850,000 | 3,994,977 | 72.9 | % | |||||||||||
Note: The number of shares outstanding is 4,630,873 shares, with 5,543,639 total shares issued, which includes 912,766 shares in treasury. The calculations above are based upon the number of shares outstanding of 4,630,873.
(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 150,000 shares of common stock at an exercise price of $1.50 per share expiring on March 31, 2020, and options to purchase 150,000 shares of common stock at an exercise price of $1.50 per share expiring on March 31, 2025.
(3) Includes options to purchase 125,000 shares of common stock at an exercise price of $1.50 per share expiring on March 31, 2020, and, options to purchase 125,000 shares of common stock at an exercise price of $1.50 per share expiring on March 31, 2025.
(4) Includes options to purchase 60,000 shares of common stock at an exercise price of $1.50 per share expiring on March 31, 2020, and options to purchase 60,000 shares of common stock at an exercise price of $1.50 per share expiring on March 31, 2025.
(5) Includes options to purchase 40,000 shares of common stock at an exercise price of $1.50 per share expiring on March 31, 2020, and options to purchase 40,000 shares of common stock at an exercise price of $1.50 per share expiring on March 31, 2025.
(6) Includes options to purchase 25,000 shares of common stock at an exercise price of $1.50 per share expiring on March 31, 2020, and options to purchase 25,000 shares of common stock at an exercise price of $1.50 per share expiring on March 31, 2025.
(7) Includes options to purchase 25,000 shares of common stock at an exercise price of $1.50 per share expiring on March 31, 2020, and options to purchase 25,000 shares of common stock at an exercise price of $1.50 per share expiring on March 31, 2025.
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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NASDAQ EXEMPTIONS AND
HOME
COUNTRY PRACTICES
NASDAQ Marketplace Rule 4350 provides that foreign private issuers may elect to follow certain home country corporate governance practices so long as they provide NASDAQ with a letter from outside counsel in their home country certifying that the issuer’s corporate governance practices are not prohibited by home country law.
On July 19, 2005, we submitted a letter to NASDAQ certifying that certain of Bonso’s corporate governance practices are not prohibited by the relevant laws of the British Virgin Islands. We will follow British Virgin Island law in respect to the following requirements:
| · | A majority of Bonso’s Board of Directors will not be independent; |
| · | Bonso will not have a nominating committee; |
| · | Bonso will not have a compensation committee; |
| · | Bonso’s independent directors will not meet in executive session; and |
| · | Bonso’s audit committee may have only one member. |
BOARD COMMITTEES
Mr. Woo-Ping Fok is the sole member of the Audit Committee and Mr. Henry Schlueter serves as an ad hoc member. Mr. Fok is “independent” as defined in the NASDAQ listing standards, and Mr. Schlueter may not be considered “independent” since his law firm serves as Bonso’s United States counsel.
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. Effective as of June 30, 2015, the Board of Directors adopted an amended charter for its Audit Committee.
COMPENSATION OF
OFFICERS AND DIRECTORS
The aggregate amount of compensation paid by our subsidiaries and us during the year ended March 31, 2019, to all directors, former directors and officers as a group for services in all capacities was $1,275,000. Total compensation for the benefit of Anthony So was $643,000 for the benefit of Kim Wah Chung was $171,000, for the benefit of Andrew So was $249,000, for the benefit of Albert So was $152,000 and for the benefit of Henry F. Schlueter was an aggregate of $60,000. The $60,000 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. The amount for the year ended March 31, 2019, included unpaid vacation payments of $43,000 and $11,000 for Mr. Anthony So, and Mr. Kim Wah Chung, respectively.
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, 2018, other than contributions to our Provident Fund Plan, which aggregated $18,000 for officers and directors.
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Employment Agreements
We have employment agreements with Anthony So and Kim Wah Chung. Mr. So’s employment agreement provides for a maximum salary of approximately $800,000 per year plus bonus, and Mr. Chung’s employment agreement provides for a maximum salary of approximately $200,000 per year plus bonus. The initial term of the employment agreements expired on March 31, 2013 (“Initial Term”); however, the employment agreements have been renewed under a provision in the agreements that provides for automatic renewal for successive one year periods, unless at least 90 days prior to the expiration of the Initial Term or any renewal term, either party gives written notice to the other party specifically electing to terminate the agreement. One of the properties of the Group in Hong Kong is also provided to Mr. So, as part of his compensation. Mr. So’s employment agreement contains a provision under which the Corporation 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 his employment agreement, occurs.
Options of Directors and Senior Management
The following table provides information concerning options owned by the directors and senior management at January 31, 2020.
Name | Number of Common Shares Subject to Stock Options |
Exercise Price Per Share |
Expiration Date | |||||||
| Anthony So | 150,000 | $ | 1.50 | March 31, 2020 | ||||||
| 150,000 | $ | 1.50 | March 31, 2025 | |||||||
| Andrew So | 125,000 | $ | 1.50 | March 31, 2020 | ||||||
| 125,000 | $ | 1.50 | March 31, 2025 | |||||||
| Albert So | 60,000 | $ | 1.50 | March 31, 2020 | ||||||
| 60,000 | $ | 1.50 | March 31, 2025 | |||||||
| Kim Wah Chung | 40,000 | $ | 1.50 | March 31, 2020 | ||||||
| 40,000 | $ | 1.50 | March 31, 2025 | |||||||
| Woo-Ping Fok | 25,000 | $ | 1.50 | March 31, 2020 | ||||||
| 25,000 | $ | 1.50 | March 31, 2025 | |||||||
| Henry F. Schlueter | 25,000 | $ | 1.50 | March 31, 2020 | ||||||
| 25,000 | $ | 1.50 | March 31, 2025 | |||||||
Directors
Except as mentioned above, our directors do not receive any additional monetary compensation for serving in their capacities as directors. All directors are reimbursed for all reasonable expenses incurred in connection with their services as a director.
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Employee retirement benefits
With effect from January 1, 1988, Bonso Electronics Limited (“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 BEL before December 2000, excluding factory workers, are eligible to join the provident fund plan. Eligible employees of the Plan are required to contribute 5% of their monthly salary, while BEL is required to contribute from 5% to 10% of 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 on or after December 2000, excluding factory workers, are eligible to join the MPF. Eligible employees’ and the employer’s contributions to the MPF are both at 5% of the eligible employee’s monthly salary and, as of December 2000, were subject to a maximum mandatory contribution of HK$1,000 (US$128) monthly. The maximum mandatory contribution was increased to HK$1,250 (US$160) monthly starting from June 1, 2012. The maximum mandatory contribution was increased to HK$1,500 (US$192) per month starting from June 1, 2014.
Pursuant to the relevant PRC regulations, the Corporation and its subsidiaries (collectively, the “Group”) are 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, 2017, 2018, and 2019 amounted to approximately $267,000, $255,000, and $264,000, 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 a 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 the fair market value of the underlying shares of common stock. No options granted under the Employees’ 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.
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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, 2019, no options were granted under the Employees’ Plan. As of the date of this proxy statement, there are no options outstanding, which were issued under the 1996 Stock Option Plan.
The 2004 Stock Option Plan
On March 23, 2004, our stockholders adopted the 2004 Stock Option Plan (the “2004 Plan”), which provided for the grant of up to 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. At the Annual Meeting of Shareholders held on March 20, 2015, the stockholders approved an amendment to the 2004 Plan to increase the number of shares that could be granted from 600,000 to 850,000.
The purpose of the 2004 Plan is to induce 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 whom 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 the 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 our discretion.
As of March 31, 2019, 850,000 options, all with an exercise price of $1.50 per share, had been granted to officers and directors of the Corporation under the 2004 Plan. As of the date of this proxy statement, there are 850,000 options outstanding, which were issued under the 2004 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 500,000 shares of the Corporation’s common stock in the form of a stock bonus.
The purpose of the 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 the Stock Bonus Plan will promote continuity of management and increased incentive and personal interest in the welfare of the Corporation.
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The Stock Bonus 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 whom 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, 2019, no shares had been granted under the Stock Bonus Plan.
RELATED PARTY TRANSACTIONS
During the fiscal years ended March 31, 2017, 2018 and 2019, we paid Schlueter & Associates, P.C. an aggregate of approximately $62,000, $60,000, and $60,000, respectively, for legal fees. Mr. Henry F. Schlueter, a director of the Corporation, is the Managing Director of Schlueter & Associates, P.C.
During the fiscal year ended March 31, 2015, Anthony So, our Chairman and Chief Executive Officer, made an interest-free loan to Bonso Advanced Technology Limited, a subsidiary of Bonso Electronics International Inc., in the principal amount of HK$4,200,000 (approximately US$538,000 as of the date of the loan). The loan is payable in 48 equal monthly installments of HK$87,500 each (approximately US$11,000), which commenced on October 31, 2014. As of March 31, 2019, the Corporation had repaid this loan in its entirety.
During the fiscal year ended March 31, 2015, one of the subsidiaries in Shenzhen, PRC, entered into a rental agreement with a director and stockholder, Mr. Anthony So, for three apartment units located in Shenzhen, PRC, for office usage. Mr. Anthony So is the sole owner of these three apartment units. The monthly rental payment was approximately $2,000. Starting from August 1, 2016, rental of two of the apartment units was no longer required, and the rental agreement was terminated; a new rental agreement for one apartment unit for staff quarters was executed, for a monthly rental payment of approximately $270. The total rental payment paid to Mr. Anthony So during the fiscal year ended March 31, 2019, was approximately $3,000 (2018: $3,000; 2017: $9,000).
During the fiscal year ended March 31, 2015, one of the subsidiaries in Xinxing, PRC, entered into a rental agreement with a director and stockholder, Mr. Andrew So, for an apartment unit located in Xinxing, PRC for staff quarters. Mr. Andrew So is the sole owner of this apartment unit. The monthly rental payment was approximately $450. Starting from December 1, 2018, the monthly rental payment was approximately $580, and the total rental payment paid to Mr. Andrew So during the fiscal year ended March 31, 2019, was approximately $6,000 (2018: $5,000; 2017: $5,000).
During the fiscal year ended March 31, 2016, one of the subsidiaries in Shenzhen, PRC, entered into a rental agreement with a director and stockholder, Mr. Anthony So, for one apartment unit located in Shenzhen, PRC for staff quarters. Mr. Anthony So is the sole owner of this apartment unit. Starting from April 1, 2017, rental of this apartment unit was no longer required, and the rental agreement was terminated. The monthly rental payment was approximately $330, and the total rental payment paid to Mr. Anthony So for this unit during the fiscal year ended March 31, 2019, was $nil (2018: $nil; 2017: $4,000).
In February 2017, Henry F. Schlueter, a director of Bonso, sold 24,000 shares of the Corporation’s common stock to the Corporation at a purchase price of $2.39 per share, pursuant to the Corporation’s repurchase program. In February 2018, Mr. Schlueter sold an additional 10,000 shares of the Corporation’s common stock to the Corporation at a purchase price of $3.48 per share.
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PROPOSAL
2
RATIFICATION OF SELECTION OF ACCOUNTANTS
The Board of Directors has selected Moore Stephens CPA Limited as the independent public accountants of the Corporation for the fiscal year ending March 31, 2020, and has further directed that the Corporation submit the selection of the independent public accountants for ratification by the Shareholders at the Annual Meeting.
Unless otherwise directed by the Shareholders, the proxy holder named in the accompanying proxies will vote all shares represented by proxies held by him to ratify the selection of Moore Stephens CPA Limited as the independent public accountants of the Corporation for the fiscal year ending March 31, 2020.
Fees Paid to the Independent Auditors
Audit Fees
The aggregate fees billed by Moore Stephens CPA Limited for professional services rendered for the audit of the Corporation’s annual consolidated financial statements for the fiscal years ended March 31, 2019 and 2018, were $150,000 and $160,000, respectively.
Audit Related Fees
There were no fees billed by Moore Stephens CPA Limited for professional services rendered for assurance and related services 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, 2019, or for the fiscal year ended March 31, 2018.
Tax Fees
The aggregate fees billed for professional services rendered for tax compliance for the fiscal years ended March 31, 2019, and March 31, 2018, were approximately $5,000 and $8,000, respectively.
Other Fees
The aggregate fees billed by Moore Stephens CPA Limited for agreed-upon procedures rendered during the fiscal years ended March 31, 2019, and 2018 were $nil and $nil, respectively.
Board Recommendation
The Board of Directors recommends a vote FOR the ratification of the selection of Moore Stephens CPA Limited as the independent public accountants of the Corporation for the fiscal year ending March 31, 2020.
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PROPOSAL 3
TO AMEND THE 2004 STOCK OPTION PLAN TO INCREASE THE NUMBER OF SHARES RESERVED FOR ISSUANCE UNDER THE PLAN
We are seeking Shareholder approval to amend the 2004 Stock Option Plan (the “2004 Plan”) to increase the number of shares reserved for issuance under the 2004 Plan from 850,000 to 1,100,000. At January 31, 2020, there were 850,000 shares subject to stock options issued under 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 aggregate number of shares of common stock which may be issued under the 2004 Plan was originally set at 600,000 shares. In order to continue and to enhance the effectiveness of the 2004 Plan, the Board of Directors approved, subject to Shareholder approval, an amendment to increase the number of shares of common stock reserved for issuance under the 2004 Plan from 600,000 to 850,000.
The Board believes that approval of the amendment is necessary because it intends to grant options under the 2004 Plan to directors and officers or other key employees of the Corporation and its subsidiaries and it believes that the number of shares currently reserved for issuance pursuant to the exercise of options granted under the 2004 Plan may be insufficient for the number of options which it may desire to grant prior to the 2020 Annual Meeting of Shareholders.
In view of the continued need to attract and maintain individuals of the highest caliber to positions on the Board, management and employment, the Board of Directors has concluded that the maximum number of shares of common stock that may be issued under the 2004 Plan should be increased from the current maximum of 850,000 to a maximum of 1,100,000 shares.
The Board of Directors approved the increase in shares reserved under the 2004 Plan and the required amendment to the 2004 Plan on February 1, 2020, subject to Shareholder approval at the Annual Meeting. If our Shareholders approve the amendment to the 2004 Plan, 250,000 additional shares will be available for future grants.
The Board of Directors believes that it is in the best interests of the Corporation and our Shareholders for the Corporation to approve the increase in shares reserved under the 2004 Plan. The Board believes that equity awards assist in retaining, motivating and rewarding employees and executives by giving them an opportunity to obtain long-term equity participation in the Corporation. In addition, equity awards are an important contributor to aligning the incentives of the Corporation’s employees with the interests of our Shareholders.
The Board also believes equity awards are essential to attracting new employees and retaining current employees. Further, the granting of options to new and existing employees frequently permits the Corporation to pay lower salaries than otherwise might be the case. The Board of Directors believes that to remain competitive, the Corporation must continue to provide employees with the opportunity to obtain equity in the Corporation and that an inability to offer equity incentives to new and current employees would put the Corporation at a competitive disadvantage in attracting and retaining qualified personnel. Our named executive officers and directors have an interest in this proposal because they are expected to receive awards under the 2004 Plan.
The Corporation has not made any determination with respect to future grants of options under the 2004 Plan and any grant of options will be made only in accordance with the provisions of the 2004 Plan.
The full text of the proposed amendment to increase the number of shares under the 2004 Plan is attached to this proxy statement as Appendix A.
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Summary of the 2004 Stock Option Plan
For a summary of the 2004 Stock Option Plan, please see “COMPENSATION OF OFFICERS AND DIRECTORS - Compensation Pursuant to Options to Purchase Common Stock - Stock Option and Bonus Plans - The 2004 Stock Option Plan,” above.
Board Recommendation
The Board of Directors recommends a vote FOR the amendment to the 2004 Stock Option Plan to increase the number of shares reserved for issuance from 850,000 to 1,100,000.
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
February 5, 2020
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Exhibit 99.2
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