A workshop
located in Hong Kong owned by Systematic Information was used by the Company as
collateral for loans from SCB.
Transactions with Global Mega Development
Limited
Mr. Yang,
the Companys Chief Executive Officer, majority shareholder and a director, is
the sole beneficial owner of the equity interest of Global Mega Development
Ltd. (Global). During the years ended December 31, 2009 and 2008, we sold
products for $1,393 and $0 respectively, to Global. As of December 31, 2009 and
2008, there were no outstanding accounts receivables from Global.
Transactions with Systematic Semiconductor
Limited
Mr. Yang,
the Companys Chief Executive Officer, majority shareholder and a director, is
the sole beneficial owner of the equity interest of Systematic Semiconductor
Ltd. (Systematic). During the years ended December 31, 2009 and 2008, we
received a management fee of $9,615 and $15,384 respectively from Systematic.
The management fee was charged for back office support for Systematic.
During the
years ended December 31, 2009 and 2008, we sold products for $19,914 and
$275,766 respectively, to Systematic. As of December 31, 2009 and 2008, there
were no outstanding accounts receivables from Systematic.
During the
years ended December 31, 2009 and 2008, we purchased inventories of $0 and
$560,750 respectively from Systematic. As of December 31, 2009 and 2008, there
were no outstanding accounts payable to Systematic.
Transactions with Aristo Components Limited
Mr. Ben
Wong, one of our directors, is a 90% shareholder of Aristo Components Ltd. (Aristo
Comp). The remaining 10% of Aristo Comp is owned by a non-related party.
During the years ended December 31, 2009 and 2008, we received a management fee
of $11,923 and $8,077 respectively from Aristo Comp. The management fee was
charged for back office support for Aristo Comp.
During the
years ended December 31, 2009 and 2008, we sold products for $12,060 and
$67,968 respectively, to Aristo Comp. As of December 31, 2009 and 2008, there
were no outstanding accounts receivables from Aristo Comp.
During the
years ended December 31, 2009 and 2008, we purchased inventories of $241,367
and $37,665 respectively from Aristo Comp. As of December 31, 2009 and 2008,
there were no outstanding accounts payable to Aristo Comp.
Transactions with Atlantic Storage Devices
Limited
Mr. Yang,
the Companys Chief Executive Officer, majority shareholder and a director, is
a 40% shareholder of Atlantic Storage Devices Ltd. (Atlantic Storage). The
remaining 60% of Atlantic Storage is owned by a non-related party. During the
years ended December 31, 2009 and 2008, we sold products for $337,946 and
$575,386 respectively, to Atlantic Storage. As of December 31, 2009 and 2008,
there were no outstanding accounts receivables from Atlantic Storage.
During the
years ended December 31, 2009 and 2008, we purchased inventories of $0 and
$679,049 respectively, from Atlantic Storage. As of December 31, 2009 and 2008,
there were no outstanding accounts payable to Atlantic Storage.
Transactions with Rambo Technologies Limited
Mr. Ben
Wong, one of our directors, is a 60% shareholder of Rambo Technologies Ltd.
(Rambo). The remaining 40% of Rambo is owned by a non-related party. During
the years ended December 31, 2009 and 2008, we sold products for $73,219 and
$1,077,653 respectively, to Rambo. As of December 31, 2009 and 2008, there were
no outstanding accounts receivables from Rambo.
During the
years ended December 31, 2009 and 2008, we purchased inventories of $54,930 and
$10,314 respectively, from Rambo. As of December 31, 2009 and 2008, there were
no outstanding accounts payable to Rambo.
22
Transactions with Usmart Electronic Products
Limited
Mr. Yang,
the Companys Chief Executive Officer, majority shareholder and a director, is
the sole beneficial owner of the equity interest of Usmart Electronic Products
Ltd. (Usmart). On October 7, 2009, we entered into a leasing payment
agreement with Usmart pursuant to which we lease one lot machinery facility to
Usmart. The leasing payment agreement for this facility expires on September
16, 2011. The monthly lease income for this lease totals $3,846. We received
aggregate lease income of $13,333 and $0 from Usmart during the years ended
December 31, 2009 and 2008.
During the
years ended December 31, 2009 and 2008, we sold products for $4,837 and $5,509
respectively, to Usmart. As of December 31, 2009 and 2008, there were no
outstanding accounts receivables from Usmart.
During the
years ended December 31, 2009 and 2008, we purchased inventories of $42,596 and
$199,712 respectively, from Usmart. As of December 31, 2009 and 2008, there
were no outstanding accounts payable to Usmart.
Transactions with Imax Technology Limited
Mr. Yang,
the Companys Chief Executive Officer, majority shareholder and a director, is
the sole beneficial owner of the equity interest of Imax Technology Ltd.
(Imax). During the years ended December 31, 2009 and 2008, we purchased
inventories of $0 and $3,167 respectively, from Imax. As of December 31, 2009
and 2008, there were no outstanding accounts payable from Imax.
Transactions with City Royal Limited
Mr. Yang,
the Companys Chief Executive Officer, majority shareholder and a director, is
a 50% shareholder of City Royal Limited (City). The remaining 50% of City is
owned by the wife of Mr. Yang. A residential property located in Hong Kong
owned by City was used by the Company as collateral for loans from DBS Bank
(Hong Kong) Limited (DBS Bank).
Transactions with Kadatco Company Limited
Mr. Yang,
the Companys Chief Executive Officer, majority shareholder and a director, a
99.99% shareholder of Kadatco Company Limited (Kadatco). The remaining 0.01%
of Kadatco is owned by a non-related party. During the years ended December 31,
2009 and 2008, we purchased inventories of $24,895 and $0 respectively, from
Kadatco. As of December 31, 2009 and 2008, there was no outstanding payable
from Kadatco.
Pr
oxy
Solicitation
All costs
of solicitation of proxies will be borne by the Company. In addition to
solicitation by mail, the Companys officers and regular employees may solicit
proxies personally or by telephone. The Company does not intend to utilize a
paid solicitation agent.
Pr
oxies
A shareholder
may revoke his, her or its Proxy at any time prior to its use by giving written
notice to the Secretary of the Company, by executing a revised Proxy at a later
date or by attending the Meeting and voting in person. Proxies in the form
enclosed, unless previously revoked, will be voted at the Meeting in accordance
with the specifications made thereon or, in the absence of such specifications
in accordance with the recommendations of the Companys Board of Directors.
Su
bmission of
Shareholder Proposals for 2011 Annual Meeting of Shareholders
Shareholders
may present proposals for inclusion in the Proxy Statement for the 2011 Annual
Meeting of Shareholders provided that such proposals are received by the
Companys Chairman and Chief Executive Officer, Mr. Chung-Lun Yang, ACL
Semiconductors, Inc., Room 1701, 17/F., Tower 1, Enterprise Square, 9 Sheung
Yuet Road, Kowloon Bay, Kowloon, Hong Kong no later than July 1, 2011.
23
The use of certified mail, return receipt requested, is advised. To be
eligible for inclusion, a proposal must comply with our Bylaws, Rule 14a-8 and
all other applicable provisions of Regulation 14A under the Securities Exchange
Act of 1934. Proposals submitted not in accordance with such regulations will
be deemed untimely or otherwise deficient; however, the Company will have
discretionary authority to include such proposals in the 2011 Proxy Statement.
OT
HER BUSINESS
As of the
date of this Proxy Statement, management knows of no other matters to be
brought before the shareholders at the Annual Meeting. Should any other matters
properly come before the meeting, action may be taken thereon pursuant to the
proxies in the form enclosed, which confer discretionary authority on the
persons named therein or their substitutes with respect to such matters.
Shareholder Communications
Shareholders
wishing to communicate with the Board of Directors may direct such
communications to the Board of Directors c/o the Company, Attn: Chung-Lun Yang.
Mr. Yang will present a summary of all shareholder communications to the Board
of Directors at subsequent Board of Directors meetings. The directors will have
the opportunity to review the actual communications at their discretion.
Ad
ditional
Information
We are
required to file annual, quarterly and current reports, Proxy Statements and
other information with the SEC. You may read and copy these proxy materials and
any other documents we have filed at the SECs Public Reference Room at 100 F
Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the Public Reference Room. Our SEC
filings are also available to the public at the SECs website at
http://www.sec.gov
.
24
Preliminary Copy
ACL
SEMICONDUCTORS, INC.
ANNUAL MEETING PROXY CARD
THIS PROXY IS BEING SOLICITED ON BEHALF OF
OUR BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 22,
2010
The
undersigned hereby appoints Chung-Lun Yang and Kenneth Lap Yin Chan, each and
together as proxies and each with full power of substitution, to represent and
to vote all shares of Common Stock of ACL Semiconductors, Inc. (the Company
or ACL) at the annual meeting of shareholders of the Company to be held on
Monday, November 22, 2010 at 4:00 p.m. Hong Kong Time, and at any adjournment
or postponement thereof, hereby revoking any and all proxies heretofore given.
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1.
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Proposal 1
: To elect three Directors for a
term expiring at the Companys next annual meeting or until their successors
are duly elected and qualified.
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INSTRUCTION: To withhold authority to vote
for any individual nominee, mark For All Except and write that nominees name
in the space provided below.
Nominees:
Chung-Lun
Yang, Kun Lin Lee and Kenneth Lap
Yin Chan
o
FOR
ALL
o
WITHHOLD
o
FOR ALL
EXCEPT
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3.
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Proposal 2
: To ratify the Board of Directors reappointment of Albert Wong &
Co. as Companys auditors for the year 2010
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o
FOR
o
AGAINST
o
ABSTAIN
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3.
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Proposal 3
: To authorize the Board of Directors to amend our Certificate
of Incorporation to effect a reverse stock split of Companys outstanding
$0.001 par value common stock at a exchange ratio of between one share of
common stock for every four shares of common stock (1:4) and one share of
common stock for twenty shares of common stock (1:20), with the final ratio
to be determined at the discretion of the Board of Directors, and for the
Board of Directors to implement the exchange and file such amendment, at its
discretion.
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o
FOR
o
AGAINST
o
ABSTAIN
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Our Board of Directors believes that Proposal 1,
Proposal 2, and Proposal 3 are fair to, and in the best interests of, all of
our shareholders. Accordingly, our Board of Directors unanimously recommends
that you vote FOR ALL the three nominees in Proposal 1, FOR Proposal 2, and
FOR Proposal 3.
In their
discretion, the proxies are authorized to vote upon such other matters as may
properly come before the special meeting or any adjournments thereof. If you
wish to vote in accordance with our Board of Directors recommendations, just
sign below. You need not mark any boxes.
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Dated:
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2010
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Signature of
Shareholder
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Signature of
Shareholder (if held jointly)
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NOTES:
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1.
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Please sign
your name exactly as your name appears hereon. If the shares are owned by
more than one person, all owners should sign. Persons signing as executors,
administrators, trustees or in similar capacities should so indicate. If a
corporation, please sign the full corporate name by the president or other
authorized officer. If a partnership, please sign in the partnership name by
an authorized person.
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2.
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To be valid,
the enclosed form of Proxy for the annual meeting, together with the power of
attorney or other authority, if any, under which it is signed, must be
received by 8:00 A.M. Eastern Time, on November 21, 2010 at the offices of
our transfer agent, American Stock Transfer & Trust Company, LLC, 59
Maiden Lane New York, 10038, telephone (800) 937-5449.
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3.
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Returning
the enclosed form of Proxy will not prevent you from attending and voting in
person at the annual meeting or any adjournment or postponement thereof.
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PLEASE COMPLETE, SIGN, DATE AND RETURN THIS
PROXY CARD
PROMPTLY TO AMERICAN STOCK TRANSFER &
TRUST COMPANY, LLC
EXHIBIT A
CERTIFICATE OF AMENDMENT
OF
THE CERTIFICATE OF INCORPORATION
OF
ACL SEMICONDUCTORS, INC.
Pursuant to Sections 228 and 242 of
the General Corporation Law of the
State of Delaware
ACL
SEMICONDUCTORS, INC., a corporation organized and existing under and by virtue
of the provisions of the General Corporation Law of the State of Delaware (the
Corporation), does hereby certify as follows:
FIRST:
Upon the filing and effectiveness (the Effective Time) pursuant to the
General Corporation Law of the State of Delaware (the DGCL) of this
Certificate of Amendment to the Certificate of Incorporation of the
Corporation, each [four to twenty] shares of the Corporations Common Stock,
par value $0.001 per share, issued and outstanding immediately prior to the
Effective Time shall automatically be combined into one (1) validly
issued, fully paid and non-assessable share of Common Stock without any further
action by the Corporation or the holder thereof, subject to the treatment of
fractional share interests as described below (the Reverse Stock Split). No
certificates representing fractional shares of Common Stock shall be issued in
connection with the Reverse Stock Split. Stockholders who otherwise would be
entitled to receive fractional shares of Common Stock shall be entitled to
receive cash (without interest or deduction) from the Corporations transfer
agent in lieu of such fractional share interests, upon receipt by the
Corporations transfer agent of the stockholders properly completed and duly
executed transmittal letter and, where shares are held in certificated form,
the surrender of the stockholders Old Certificates (as defined below), in an
amount equal to the proceeds attributable to the sale of such fractional shares
following the aggregation and sale by the Corporations transfer agent of all
fractional shares otherwise issuable. Each certificate that immediately prior
to the Effective Time represented shares of Common Stock (Old Certificates),
shall thereafter represent that number of shares of Common Stock into which the
shares of Common Stock represented by the Old Certificate shall have been
combined, subject to the elimination of fractional share interests as described
above.
SECOND:
This Certificate of Amendment shall become effective as of
[ ], 2010 at
[ ] [a.m./p.m.].
THIRD:
This Certificate of Amendment was duly adopted in accordance with Section 242
of the DGCL. The Board of Directors duly adopted resolutions setting forth and
declaring advisable this Certificate of Amendment and directed that the
proposed amendments be considered by the stockholders of the Corporation. An
annual meeting of stockholders was duly called upon notice in accordance with
Section 222 of the DGCL and held on November 22, 2010, at which meeting the
necessary number of shares were voted in favor of the proposed amendments. The
stockholders of the Corporation duly adopted this Certificate of Amendment.
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be
duly executed in its corporate name as of the
[ ] day of
[ ], 2010.
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By:
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Name: Chung-Lun Yang
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Title:
President, CEO and Chairman
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