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 November 28, 2005
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BONSO ELECTRONICS INTERNATIONAL INC.
------------------------------------
(Translation of Registrant's name into English)
Unit 1106-1110, 11/F., Star House 3 Salisbury Road,
Tsimshatsui Kowloon, Hong Kong
------------------------------
(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, 2005
TO BE HELD DECEMBER 1, 2005
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 10:00 a.m.,
local time, on December 1, 2005, at the Hilton Hotel, located at 5711 West
Century Boulevard, Los Angeles, CA 90045, and any adjournments or postponements
thereof (the "Meeting" or "Annual Meeting") for the following purposes:
1. To elect seven (7) 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;
2. To ratify the selection of PricewaterhouseCoopers as the independent
public accountants of the Corporation for the fiscal year ending March
31, 2006; 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 October 3, 2005,
shall be entitled to notice of and to vote at the Meeting. All Shareholders are
cordially invited to attend the Meeting in person.
By Order of the Board of Directors
George O'Leary, President & CEO
October 21, 2005
Newport Beach, CA 92660 USA
IF YOU DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WISH YOUR SHARES OF COMMON
STOCK TO BE VOTED, YOU ARE REQUESTED TO SIGN AND MAIL PROMPTLY THE ENCLOSED
PROXY WHICH IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. A RETURN
ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES IS ENCLOSED
FOR THAT PURPOSE.
2
BONSO ELECTRONICS INTERNATIONAL INC.
Star House 11/F
Unit 1106 - 1110
3 Salisbury Road
Tsimshatsui
Kowloon, Hong Kong
PROXY STATEMENT
DATED OCTOBER 21, 2005
ANNUAL MEETING OF SHAREHOLDERS
FOR THE FISCAL YEAR ENDED MARCH 31, 2005
TO BE HELD ON DECEMBER 1, 2005
GENERAL
-------
This Proxy Statement is being furnished to the shareholders of Bonso
Electronics International Inc. ("Bonso" or the "Corporation") in connection with
the solicitation of proxies by the Board of Directors of the Corporation (the
"Board of Directors") from the shareholders of the Corporation ("Shareholders")
for use at the Annual Meeting of the Shareholders to be held at 10:00 a.m.,
local time, on December 1, 2005, at the Hilton Hotel, located at 5711 West
Century Boulevard, Los Angeles, CA 90045, and any adjournments or postponements
thereof (the "Meeting"). This Proxy Statement, Notice of Annual Meeting of
Shareholders, and the accompanying Proxy Card are first being mailed to
Shareholders on or about October 21, 2005.
VOTING SECURITIES AND VOTE REQUIRED
-----------------------------------
Only Shareholders of record at the close of business on October 3, 2005
(the "Record Date"), are entitled to notice of and to vote the shares of Common
Stock of the Corporation held by them on such date at the Meeting. As of the
Record Date, 5,577,639 shares of Common Stock were outstanding. There was no
other class of voting securities outstanding at that date. Each share of Common
Stock held by a Shareholder entitles such Shareholder to one vote on each matter
that is voted upon 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. Abstentions and broker "non-votes" will be counted toward determining
the presence of a quorum for the transaction of business. Assuming that a quorum
is present, in the election of directors, the seven nominees receiving the
highest number of affirmative votes will be elected. Accordingly, abstentions
and broker "non-votes" will have no effect in determining which nominees have
been elected directors. Assuming that a quorum is present, the ratification of
the selection of PricewaterhouseCoopers as the Corporation's public accountants
for the fiscal year ending March 31, 2006 will require the affirmative vote of a
majority of the shares of the Corporation's Common Stock present in person or
represented by proxy at the Annual Meeting. As a result, abstentions and broker
"non-votes" will have the effect of a vote against the ratification of the
selection of PricewaterhouseCoopers.
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If the accompanying Proxy Card is properly signed and returned to the
Corporation and not revoked, it will be voted in accordance with the
instructions contained therein. Unless contrary instructions are given, the
persons designated as proxy holders in the accompanying Proxy Card will vote
"FOR" each of the seven director nominees named in this Proxy Statement and "FOR
the ratification of the selection of PricewaterhouseCoopers as the Corporation's
independent public accountants for the fiscal year ending March 31, 2006 Each
Proxy granted by a Shareholder may be revoked by such Shareholder at any time
thereafter by writing to the Secretary of the Corporation prior to the Meeting,
or by execution and delivery of a subsequent Proxy or by attendance and voting
in person at the Meeting, except as to any matter or matters upon which, prior
to such revocation, a vote shall be cast pursuant to the authority conferred by
such Proxy.
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.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
----------------------------------------
The following table shows the number of shares of Common Stock beneficially
owned by each shareholder of the Corporation who beneficially owns 5% or more of
the Corporation's Common Stock and the Corporation's directors and executive
officers, both individually and as a group, as of September 20, 2005:
Total Number of
Shares of Common Percent
Shares of Common Stock of
Name Stock Owned of Options and Beneficially Beneficial
---- Record Warrants 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)(4)(5) 208,700 3.67%
Cathy Kit Teng Pang 35,438 115,000(3)(4)(5) 150,438 2.64%
Henry F. Schlueter 34,000 30,000(6)(11)(12) 64,000 1.15%
Woo-Ping Fok 68,407 40,000(8)(10)(11)(12) 108,407 1.93%
George O'Leary 20,000 40,000(8)(10)(11)(12) 60,000 1.06%
J. Stewart Jackson IV 462,575(9) 50,000(7)10)(11)(12) 512,575 9.11%
All Directors and Officers 2,340,315(1)(9) 1,026,500(13) 3,366,815 55.97%
as a group (7 persons)
4
(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.
(4) Includes options to purchase 20,000 shares of common stock at an exercise
price of $3.65 per share expiring on April 9, 2011, and options to purchase
20,000 shares of common stock at an exercise price of $2.50 per share
expiring on March 6, 2012.
(5) Includes options to purchase 55,000 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 $8.00 per share expiring January 6, 2010.
(7) 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.
(8) Includes options to purchase 10,000 shares of common stock at an exercise
price of $8.125 per share expiring January 12, 2010.
(9) Includes 461,975 shares held by Mr. Jackson and 600 shares held by Mr.
Jackson's wife.
(10) Includes options to purchase 10,000 shares of common stock at an exercise
price of $7.875 per share expiring on January 9, 2011.
(11) Includes options to purchase 10,000 shares of common stock at an exercise
price of $6.12 expiring on March 25, 2014.
(12) Includes options to purchase 10,000 shares of common stock at an exercise
price of $6.20 per share expiring on September 12, 2014.
(13) Includes the options held by each of the individuals identified in this
table.
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.
BOARD COMMITTEES
During the fiscal year ended March 31, 2005, Messrs. Woo Ping Fok and Henry
F. Schlueter were members of our Audit Committee. Effective July 25, 2005, Mr.
Schlueter resigned as a member of our audit committee. Accordingly, Mr. Fok is
now the sole member of the Audit Committee. The Board of Directors has
determined that Mr. Woo Ping Fok is "independent" as that term is defined in
Rule 4200(a)(15) of the listing standards of the National Association of
Securities Dealers.
On October 1, 1994, the Board of Directors appointed, and has since
maintained, an Audit Committee of the Corporation.. 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 August 17, 2000, the Board of Directors adopted a
formal charter for its Audit Committee, which was amended effective June 30,
2005
5
COMPENSATION OF OFFICERS AND DIRECTORS
The aggregate amount of compensation paid by us and our subsidiaries during
the year ended March 31, 2005 to all directors and officers as a group for
services in all capacities was approximately $1,224,228, including compensation
in the form of housing in Hong Kong for our Chairman and our Director of
Engineering and Research and Development, which is consistent with the practice
of other companies in Hong Kong. Total compensation for the benefit of Anthony
So was $700,000, for the benefit of Cathy Kit Teng Pang was $111,912, for the
benefit of Kim Wah Chung was $134,349, for the benefit of Mr. George O'Leary was
$158,766, and for the benefit of Henry F. Schlueter was an aggregate of $119,201
which was paid to his law firm, Schlueter & Associates, P. C. for legal services
rendered and expenses incurred. We currently pay George O'Leary, our President
and Chief Executive Officer compensation in the amount of $20,000 per month or
an aggregate of $240,000 per year for his services.
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, 2005, other than contributions to our Provident Fund Plan which aggregated
$35,092 for officers and directors during the fiscal year ended March 31, 2005.
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Employment Agreements
We have employment agreements with Anthony So, Kim Wah Chung and Cathy Kit
Teng Pang. The employment agreements expire on March 31, 2008; however, they are
automatically renewable on an annual basis for additional one-year increments.
Mr. So's employment agreement provides for a salary of $700,000 per year plus
bonus. Mr. Chung's employment agreement provides for a salary of $150,000 per
year plus bonus and Ms. Pang's employment agreement provides for a salary of
$130,000 per year plus bonus. The employment agreements contain provisions under
which we will be obligated to pay Mr. So, Mr. Chung and Ms. Pang all
compensation for the remainder of their employment agreements and five times
their annual salary and bonus compensation upon a change of control, as defined
in the agreements.
During the fiscal year ended March 31, 2005, the amounts paid to Mr. Chung
and Ms. Pang were less than the yearly salaries provided for in their employment
agreements. See "Compensation." Mr. Chung and Ms. Pang waived the right to be
paid the amount representing the deficiency between the actual amounts paid to
them and the amount provided for in their employment agreements.
Options of Directors and Senior Management
The following table provides information concerning options owned by the
directors and senior management at May 31, 2005
Number of Common
Name Shares Subject to Exercise Price Expiration Date
---- 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
Cathy Kit Teng Pang 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
George O'Leary 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
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
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
Henry F. Schlueter 10,000 $8.00 January 6, 2010
10,000 $6.12 March 25, 2014
10,000 $6.20 September 12, 2014
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Directors
Except for that mentioned above, our directors do not receive any
additional monetary compensation for serving in their capacities. However,
outside directors receive stock options pursuant to the 1996 Non-Employee
Directors' Stock Option Plan and have been granted other options. (See "Options
of Directors and Senior Management" above and "Compensation Pursuant to Options
to Purchase Common Stock" below.) All directors are reimbursed for all
reasonable expenses incurred in connection with services as a director.
Provident Fund Plan
Our wholly-owned foreign subsidiary, Bonso Electronics Limited ("BEL"),
started a Provident Fund Plan (the "Plan") effective January 1, 1998, 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 Plan.
Members of the Plan are required to contribute 5% of their monthly salary.
The contribution by BEL is as follows:
Years of Service % of salary as BEL's contribution
---------------- ---------------------------------
Less than 5 years 5.0%
5 to 10 years 7.5%
More than 10 years 10.0%
The Mandatory Provident Fund (the "MPF") was introduced by the Hong Kong
Government in December 2000. BEL joined the MPF with a major international
assurance company. All permanent full time employees who joined BEL in or after
December 2000, excluding factory workers, are eligible to join the MPF. Members
and employers each contribute 5% of the members' monthly salaries to the MPF and
are subject to a maximum contribution of HK$1,000 monthly.
At normal retirement age, death or ill health, the member shall be entitled
to receive from the Plan a lump sum equal to the total of the member's and BEL's
contributions plus a return on their investment. On resignation prior to normal
retirement age, a member shall be entitled to receive from the Plan a lump sum
equal to the member's contributions plus a percentage of the employer's balance
determined in accordance with a predetermined scale.
BEL's total contributions to the Plan and the MPF for the years ended March
31, 2005, 2004 and 2003 amounted to $83,277, $77,402, and $73,945, respectively.
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Compensation Pursuant to Options to Purchase Common Stock
Non-employee directors receive stock options pursuant to the 1996
Non-Employee Directors' Stock Option Plan and have been granted other options.
In October 1996, the Board of Directors adopted a 1996 Non-Employee Directors'
Stock Option Plan which provided for the grant of options to purchase an
aggregate of not more than 100,000 shares of the Corporation's Common Stock. In
January 2000, the Shareholders approved the proposal of the Board of Directors
to increase the aggregate number of shares of Common Stock for which options may
be granted under the 1996 Non-Employee Directors' Stock Option Plan from 100,000
shares to 600,000 shares. The purpose of the 1996 Non-Employee Directors' Stock
Option Plan is to promote the long-term success of the Corporation by creating a
long-term mutuality of interests between the non-employee directors and the
stockholders of the Corporation, to provide an additional inducement for the
non-employee directors to remain with the Corporation and to provide a means
through which the Corporation may attract able persons to serve as directors of
the Corporation. The 1996 Non-Employee Directors' Stock Option Plan is
administered by a committee appointed by the Board of Directors.
Under the 1996 Non-Employee Directors' Stock Option Plan, on the third
business day following each annual meeting of the stockholders, each director
who is not then an employee of the Corporation or any of its subsidiaries is
automatically granted a stock option to purchase 10,000 shares of Common Stock.
The exercise price of all options granted under the 1996 Non-Employee Directors'
Stock Option Plan is equal to the fair market value of the underlying shares on
the date of grant, based on guidelines set forth in the plan. The exercise price
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 administering the 1996
Non-Employee Directors' Stock Option Plan. The term of each option granted
pursuant to the 1996 Non-Employee Directors' Stock Option Plan is ten years from
the date of grant; however, no option may be exercised during the first six
months of its term. The term of an option granted pursuant to the 1996
Non-Employee Directors' Stock Option Plan may be reduced in the event that the
optionee ceases to be a director of the Corporation. No option granted pursuant
to the plan is transferable otherwise than by will or the laws of descent and
distribution.
Employee directors may receive stock options pursuant to the Corporation's
1996 Stock Option Plan. In October 1996, the Board of Directors adopted the 1996
Stock Option Plan which provided for the grant of options to purchase an
aggregate of not more than 400,000 shares of the Corporation's Common Stock. In
January 2000, the Shareholders approved the proposal of the Board of Directors
to increase the aggregate number of shares of Common Stock for which options may
be granted under the 1996 Stock Option Plan from 400,000 shares to 900,000
shares. The purpose of the 1996 Stock Option Plan is to make options available
to management and employees of the Corporation in order to encourage them to
secure or increase on reasonable terms their ownership of Common Stock in the
Corporation and to encourage them to remain in the employ of the Corporation.
The 1996 Stock Option Plan is administered by a committee appointed by the
Board of Directors which determines the persons to be granted options under the
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 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 are transferable by the optionee other
than by will or the laws of descent and distribution and each option is
exercisable, during the lifetime of the optionee, only by the optionee.
9
The exercise price of an option granted pursuant to the 1996 Stock Option
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 administering the 1996 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 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 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 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, Woo Ping Fok and George O'Leary. The committee
determines the specific terms of the options granted, including the employees to
be granted options under the 2004 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 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 2004 Plan
are transferable by the optionee other than by will or the laws of descent and
distribution and each option is exercisable, during the lifetime of the
optionee, only by the optionee.
The exercise price of an option granted pursuant to the 2004 Stock Option
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 administering the 2004 Plan.
As of May 31, 2005, no stock options have been granted under the 2004 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 stock bonuses.
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)
increase the stock ownership of key employees; 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 promotes continuity of management
and increased incentive and personal interest in the welfare of the Corporation
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 initial
committee members are Anthony So, Woo Ping Fok and George O'Leary. 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.
10
As of May 31, 2005, no stock bonuses have 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.
It is common practice in Hong Kong, the location of the Corporation's
principal executive offices, to provide a housing allowance or living
accommodations for senior executives as part of their compensation. One of the
Corporation's properties in Hong Kong is provided to Mr. So as part of his
compensation. The Corporation also provides Mr. Chung with a housing allowance.
PROPOSAL 1
ELECTION OF SEVEN (7)
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, 62, is the founder of Bonso. He has been our Chairman of the
Board of Directors, Chief Financial Officer and Treasurer since inception, and
our Secretary since July 1991. Mr. So was also our CEO and President from the
inception of the Corporation until January 2005. Mr. So received his BSE degree
11
in civil engineering from National Taiwan University in 1967 and a master's
degree in business administration 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 year. Mr. So has served as
a trustee of the Chinese University of Hong Kong, New Asia College since 1994.
George O'Leary, 67, has been our Chief Executive Officer and President
since January 2005. He has been a director since January 1997. From November
1994 to the present time, Mr. O'Leary has been President of Pacific Rim
Products, Newport Beach, California, a trading company that provides offshore
sourcing alternatives to U.S. based electronics companies. For eight years prior
to 1994, Mr. O'Leary was President, CEO and a director of Micro General
Corporation, Santa Ana, California, a manufacturer and distributor of mechanical
and electronic scale products. For eight years prior to that, Mr. O'Leary was
Vice President and General Manager of Lanier Business Products, Atlanta,
Georgia, a manufacturer and distributor of office products. Mr. O'Leary has a
bachelor of science degree in electrical engineering from Northeastern
University, Boston, Massachusetts.
Kim Wah Chung, 47, 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.
Cathy Kit Teng Pang, 43, has been a director of Bonso since January 1998.
Ms. Pang was first employed by us as Financial Controller in December 1996 and
was promoted to Director of Finance in April 1998. Ms. Pang was employed as an
auditor in an international audit firm from 1987 to 1991, at which time she
joined a Hong Kong listed company in the field of magnetic industry as Assistant
Financial Controller. From 1994 until she joined us in 1996, she was employed as
Deputy Chief Accountant in a management and property development company in Hong
Kong and China. Ms. Pang has a bachelor of business administration degree from
York University in Toronto, Canada. She is a member of the American Institute of
Certified Public Accountants and of the Hong Kong Society of Accountants.
Woo-Ping Fok, 56, was elected to our Board of Directors in September 1994.
Mr. Fok has practiced law in Hong Kong since 1991 and is a partner with Wong &
Fok. 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, 69, has been a director since January 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 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., of which he is currently president. Mr. Jackson served
12
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, 54, 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.
There are no family relationships between any of our directors and
executive officers.
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
seven (7) nominees named above as directors of the Corporation.
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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, 2006, and has further directed that the Corporation submit the
selection of the independent public accountants for ratification by Shareholders
at the Annual Meeting.
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, 2006.
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 consolidated
financial statements for the year ended March 31, 2005 were $220,000.
Tax Fees. The aggregate fees billed by PricewaterhouseCoopers for
professional services rendered for tax compliance for the year ended March 31,
2005 were $6,000.
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, 2006.
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
George O'Leary, President & CEO
14
BONSO ELECTRONICS INTERNATIONAL INC.
ANNUAL MEETING OF SHAREHOLDERS
DECEMBER 1, 2005
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 December 1,
2005 (the "Annual Meeting"), and hereby appoints George OLeary, as attorney and
proxy, with the power of substitution, 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 seven (7) 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 /___/
Cathy Kit Teng Pang
FOR /___/ WITHHOLD AUTHORITY FOR /___/
Woo Ping Fok
FOR /___/ WITHHOLD AUTHORITY FOR /___/
John Stewart Jackson IV
FOR /___/ WITHHOLD AUTHORITY FOR /___/
George O'Leary
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, 2006.
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, 2006.
Dated: _____________, 2005 ____________________________________
____________________________________
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[LABEL]
PLEASE SIGN, DATE AND MAIL THIS PROXY IMMEDIATELY IN THE ENCLOSED ENVELOPE.
PLEASE SIGN EXACTLY AS THE NAME APPEARS ON THE LABEL ATTACHED TO THIS PROXY.
WHEN SHARES ARE HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS
ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE, OR GUARDIAN, PLEASE GIVE FULL TITLE
AS SUCH. IF A CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR
OTHER AUTHORIZED PERSON. IF A PARTNERSHIP, PLEASE SIGN IN FULL PARTNERSHIP NAME
BY AUTHORIZED PERSON.
NO POSTAGE IS REQUIRED IF THIS PROXY IS RETURNED IN THE ENCLOSED ENVELOPE AND
MAILED IN THE UNITED STATES.
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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.
BONSO ELECTRONICS INTERNATIONAL, INC.
(Registrant)
Date: November 28, 2005 By: /s/ George O'Leary
----------------- ------------------------------------
George O'Leary, President and Chief
Executive Officer
17