UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934
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by the Registrant
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Filed
by a Party other than the Registrant
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appropriate box:
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Preliminary Proxy Statement
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Confidential,
for Use of the Commission only (as permitted by
Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
ORSUS
XELENT TECHNOLOGIES, INC.
(Name
of
Registrant as Specified in Its Charter)
(Name
of
Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction
applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is
calculated and state how it was
determined):
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(4)
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box if any part of the fee is offset as provided by Exchange Act
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previously. Identify the previous filing by registration statement
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or the Form or Schedule and the date of its
filing:
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(1)
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Amount
previously paid:
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Form,
Schedule or Registration Statement No.:
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ORSUS
XELENT TECHNOLOGIES, INC.
12th
Floor, Tower B, Chaowai MEN Office Building
26
Chaowai Street, Chaoyang Disc.
Beijing,
People’s Republic Of China 100020
November
26, 2008
To
the
Stockholders of Orsus Xelent Technologies, Inc.:
The
annual meeting of the stockholders (the “Meeting”) of Orsus Xelent Technologies,
Inc. (the “Company”) will be held on December 30, 2008 at 10:00 a.m., local
time, at the offices of K&L Gates LLP, 599 Lexington Avenue, New York, New
York 10022.
Details
of the business to be conducted at the Meeting are provided in the enclosed
Notice of Meeting of Stockholders and Proxy Statement, which you are urged
to
read carefully.
On
behalf
of the Board of Directors, I cordially invite all stockholders to attend the
Meeting. It is important that your shares be voted on the matters scheduled
to
come before the Meeting. Whether or not you plan to attend the Meeting, I urge
you to promptly complete, sign, date and return the enclosed proxy card in
the
prepaid envelope provided. If you attend the Meeting, you may revoke such proxy
and vote in person if you wish. Even if you do not attend the Meeting, you
may
revoke such proxy at any time prior to the Meeting by executing another proxy
bearing a later date or providing written notice of such revocation to the
Chief
Executive Officer of the Company.
Sincerely,
Liu
Yu
Chairman
of the Board of Directors
ORSUS
XELENT TECHNOLOGIES, INC.
NOTICE
OF
ANNUAL MEETING OF STOCKHOLDERS
To
be Held on December 30, 2008
NOTICE
IS
HEREBY GIVEN that the Annual Meeting of Stockholders (the “Meeting”) of Orsus
Xelent Technologies, Inc., a Delaware corporation (the “Company”), will be held
at 10:00 a.m., local time, at
the
offices of K&L Gates LLP, 599 Lexington Avenue, New York, New York 10022 for
the following purposes:
1.
To
elect
a slate of nominees consisting of Wang Xin,
Liu
Yu,
Naizhong Che, Peng Wang, Zhixiang Zhang and Gao Jian
to
serve
as Directors of the Company;
2.
Ratification
of the appointment of PKF Hong Kong Certified Public Accountants as the
Company’s independent public accountants for fiscal year 2008; and
3.
To
consider and vote upon such other matter(s) as may properly come before the
Meeting or any adjournment(s) thereof.
Stockholders
of record as of the Record Date (as defined below) are entitled to notice of,
and to vote at, this Meeting or any adjournment or postponement thereof. The
record date for the annual
meeting
is November 14, 2008. Only stockholders of record at the close of business
on
that date may vote at the annual meeting or any adjournment or postponement
thereof. A list of the stockholders entitled to vote at the annual meeting
will
be available for examination by any stockholder for any purpose reasonably
related to the annual meeting during ordinary business hours in the office
of
the Secretary of the Company during the ten days prior to the annual
meeting.
WHETHER
OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE FILL IN, SIGN, DATE
AND
PROMPTLY RETURN THE ENCLOSED PROXY IN THE ENCLOSED RETURN ENVELOPE, SO THAT
A
QUORUM WILL BE PRESENT AND A MAXIMUM NUMBER OF SHARES MAY BE VOTED. IT IS
IMPORTANT AND IN YOUR INTEREST FOR YOU TO SIGN YOUR PROXY AND RETURN IT. THE
PROXY IS REVOCABLE AT ANY TIME PRIOR TO ITS USE.
By
Order
Of The Board Of Directors
Liu
Yu
Chairman
of the Board of Directors
November
26, 2008
ORSUS
XELENT TECHNOLOGIES, INC.
12
th
Floor,
Tower B, Chaowai MEN Office Building
26
Chaowai Street, Chaoyang Disc.
Beijing,
People’s Republic Of China 100020
_______________
PROXY
STATEMENT
______________
GENERAL
INFORMATION
This
Proxy Statement and the accompanying proxy are being furnished with respect
to
the solicitation of proxies by the Board of Directors (the “Board”) of Orsus
Xelent Technologies, Inc., a Delaware corporation (the “Company” or “Orsus
Xelent”) for the Annual Meeting of the Stockholders (the “Meeting”) to be held
at 10:00 a.m., local time, on December 30, 2008 and at any adjournment or
adjournments thereof, at the offices of K&L Gates LLP, 599 Lexington Avenue,
New York, New York 10022.
The
approximate date on which the Proxy Statement and form of proxy are intended
to
be sent or given to the stockholders is November 25, 2008.
We
will
bear the expense of solicitation of proxies for the Meeting, including the
printing and mailing of this Proxy Statement. We may request persons, and
reimburse them for their expenses with respect thereto, who hold stock in their
name or custody or in the names of nominees for others to forward copies of
such
materials to those persons for whom they hold Common Stock (as defined below)
and to request authority for the execution of the proxies. In addition, some
of
our officers, Directors and employees, without additional compensation, may
solicit proxies on behalf of the Board of Directors personally or by mail,
telephone or facsimile.
VOTING
SECURITIES, VOTING AND PROXIES
Record
Date
Only
stockholders of record of our Common Stock, $.001 par value (the “Common
Stock”), as of the close of business on November 14, 2008 (the “Record Date”)
are entitled to notice and to vote at the Meeting and any adjournment or
adjournments thereof.
Voting
Stock
As
of the
Record Date, there were 29,756,000 shares of Common Stock outstanding. Each
holder of Common Stock on the Record Date is entitled to one vote for each
share
then held on the matter to be voted at the Meeting. No other class of voting
securities was then outstanding.
Quorum
The
presence at the Meeting of a majority of the outstanding shares of Common Stock
as of the Record Date, in person or by proxy, is required for a quorum. Should
you submit a proxy, even though you abstain as to the proposal, or you are
present in person at the Meeting, your shares shall be counted for the purpose
of determining if a quorum is present.
Broker
“non-votes” are included for the purposes of determining whether a quorum of
shares is present at the Meeting. A broker “non-vote” occurs when a nominee
holder, such as a brokerage firm, bank or trust company, holding shares of
record for a beneficial owner, does not vote on a particular proposal because
the nominee holder does not have discretionary voting power with respect to
that
item and has not received voting instructions from the beneficial
owner.
Voting
The
election of Directors requires the approval of a plurality of the votes cast
at
the meeting. For purposes of the proposal, abstentions and broker “non-votes”
will have no effect on the outcome.
If
you
are the beneficial owner, but not the registered holder of our shares, you
cannot directly vote those shares at the Meeting. You must provide voting
instructions to your nominee holder, such as your brokerage firm or bank.
If
you
wish to vote in person at the Meeting but you are not the record holder, you
must obtain from your record holder a “legal proxy” issued in your name and
bring it to the Meeting.
At
the
Meeting, ballots will be distributed with respect to the proposal to each
stockholder (or the stockholder’s proxy if not the management proxy holders) who
is present and did not deliver a proxy to the management proxy holders or
another person. The ballots shall then be tallied, one vote for each share
owned
of record, the votes being in three categories: “FOR,” “AGAINST” or
“ABSTAIN”.
Proxies
The
form
of proxy solicited by the Board of Directors affords you the ability to specify
a choice among approval of, disapproval of, or abstention with respect to,
the
matters to be acted upon at the Meeting. Shares represented by the proxy will
be
voted and, where the solicited stockholder indicates a choice with respect
to
the matter to be acted upon, the shares will be voted as specified. If no choice
is given, a properly executed proxy will be voted in favor of the
proposal.
Revocability
of Proxies
Even
if
you execute a proxy, you retain the right to revoke it and change your vote
by
notifying us at any time before your proxy is voted. Such revocation may be
affected by execution of a subsequently dated proxy, or by a written notice
of
revocation, sent to the attention of the Secretary at the address of our
principal office set forth above in the Notice to this Proxy Statement or your
attendance and voting at the Meeting. Unless so revoked, the shares represented
by the proxies, if received in time, will be voted in accordance with the
directions given therein.
You
are
requested, regardless of the number of shares you own or your intention to
attend the Meeting, to sign the proxy and return it promptly in the enclosed
envelope.
Interest
of Officers and Directors in Matters to Be Acted Upon
None
of
the officers or Directors has any interest in the matters to be acted
upon.
PROPOSAL
ONE
ELECTION
OF DIRECTORS
The
Company has nominated Messrs. Wang Xin,
Liu
Yu,
Naizhong Che, Peng Wang, Zhixiang Zhang and Gao Jian
(each
a
“Nominee” and collectively, the “Nominees”) to serve on the Company’s Board of
Directors. The Board believes that the Nominees will, through their experience,
be better able to facilitate Orsus Xelent’s growth.
In
accordance with applicable law, even if a Director’s term expires, he or she
will continue in office until a successor is elected and qualified or until
the
Director resigns or is removed from the Board of Directors.
Unless
you withhold authority to vote for the election of Directors, your proxy card
will be voted “FOR” the election of the Nominees. Each of the Nominees has
consented to serve if elected. We have no reason to believe that any of the
Nominees will be unwilling or unable to serve. However, if any Nominee is not
available for election, the Board may name a substitute nominee for whom votes
will be cast.
Nominees
The
following table sets forth the name and age of each Nominee for Director of
the
Company at the Meeting, the principal occupation of each during the past five
(5) years, and the period during which each has served as Director of the
Company. Each Nominee is currently serving as a Director of the Company.
|
Name
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Principal
Occupation During Past Five Years
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Age
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Director
Since
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Wang
Xin
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Mr.
Wang Xin has served as the Chief Executive Officer and a member of
our
Board of Directors since March 31, 2005. From April 2003 to present,
he
has also served as Director and General Manager of Beijing Orsus
Xelent
Technology & Trading Company Limited (“Beijing Xelent”). Prior to
joining Beijing Xelent, he served as the General Manager of the Sales
and
Marketing Division of Shanghai Cellstar International Trading Co.,
Ltd.
From January 2003 to April 2003, Director of Logistics & Customer
Service of Shanghai Cellstar International Trading Co., Ltd. From
November
1997 to January 2003, and Director and Vice President of Beijing
VA
Communication Equipment Co., Ltd. From May 1996 to October
1997.
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39
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2005
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Liu
Yu
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Mr.
Liu Yu has served as Chairman of our Board of Directors since March
31,
2005 and a member of the Board of Directors of Beijing Xelent since
April
2003. From May 1998 to present he has also served as Chairman of
the Board
of Beijing Huanyitong Technology & Trading Co., Ltd. From May 1995 to
April 1998, he served as General Manager of Beijing Lianwanjia
Telecommunication Trading Center.
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42
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2005
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Name
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Principal
Occupation During Past Five Years
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Age
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Director
Since
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Naizhong
Che (2) (3)
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Mr.
Naizhong Che earned his B.S. from Beijing University of Posts and
Telecommunications. Now retired, he has broad experience in the
communications industry including R&D, production, imports and
exports. He served twelve years with the Ministry of Information
Industry
of China Posts and Telecommunications Industry Standardization
Institute
in various capacities.
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65
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2007
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Peng
Wang (2) (3)
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Mr.
Peng Wang earned his bachelor’s degree at Central University of Finance
and Economics and his master’s at Guanghua School of Management, Peking
University. His expertise includes formulating, planning and implementing
marketing strategies for technology companies. He is currently
General
Manager for Beijing Youlilianxu Technology Co., Ltd. Where he is
responsible for products in China, including ViewSonic projection,
Samsung
MP4 and LG projection.
|
36
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2007
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Zhixiang
Zhang
(1)
(2)
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Mr.
Zhixiang Zhang earned bachelor and master’s degrees at Central University
of Finance and Economics. He has extensive experience in corporate
financial management, audits and financial strategy, and most recently
was
the Financial Controller for Cec-Chinacomm Communications Co.,
Ltd.
|
40
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2007
|
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Gao
Jian
(1)
(3)
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Mr.
Gao Jian earned his Master of Business Administration degree at
the
University of Liverpool in the UK in July, 2000, and has since
been
engaged in the real estate and telecommunications industries. Since
June
2007, Mr. Gao has served as Chairman of the Board of Directors
of Royal
Junction Construction Materials Co., Ltd. From May, 2001 to January,
2007,
Mr. Gao worked as the General Manager of Dacheng Real Estate Development
Group and Dacheng Telecommunications Technology Co., Ltd. From
1996 to
1999, he was the sales director for CellStar International Trading
Co.,
Ltd, responsible for sales, marketing and strategic planning.
|
39
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2008
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__________________
(1)
Member of Audit Committee
(2)
Member of Compensation Committee
(3)
Member of Nominating and Corporate Governance Committee
***THE
BOARD OF DIRECTORS STRONGLY RECOMMENDS
THAT
YOU VOTE “FOR” THE ELECTION OF EACH OF MESSRS.
Wang
Xin,
Liu
Yu, Naizhong Che, Peng Wang, Zhixiang Zhang and Gao
Jian***
PROPOSAL
2 - RATIFICATION OF APPOINTMENT OF
PKF
CERTIFIED PUBLIC ACCOUNTANTS
The
Audit
Committee of the Board of Directors has appointed PKF Hong Kong
Certified
Public Accountants as the Company’s independent registered public accountants
for the fiscal year ending December 31, 2008.
Mazars
CPA Limited, the Company’s independent public accountants since June 29, 2007,
resigned on October 17, 2008. The Audit Committee approved the resignation
of
Mazars CPA Limited and hired PKF Hong Kong Certified Public Accountants as
the
Company’s independent public accountants effective on October 21, 2008. For
additional information, please review the Company’s
Current
Report on Form 8-K filed with the SEC on October 22, 2008 and
“
Changes
in and Disagreements with Accountants
”
below.
Representatives
of Mazars CPA Limited and
PKF
Hong
Kong
Certified
Public Accountants
are
not
expected to be present at the Meeting.
We
are
asking our stockholders to ratify the selection of PKF Hong Kong Certified
Public Accountants as our independent public accountants. Although ratification
is not required by our Bylaws or otherwise, the Board of Directors is submitting
the selection of PKF Hong Kong Certified Public Accountants to our stockholders
for ratification as a matter of good corporate practice.
The
affirmative vote of the holders of a majority of shares represented in person
or
by proxy and entitled to vote on this item will be required for approval.
Abstentions will be counted as represented and entitled to vote and will
therefore have the effect of a negative vote.
***THE
BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE
RATIFICATION
OF THE APPOINTMENT OF PKF HONG KONG CERTIFIED
PUBLIC
ACCOUNTANTS AS THE COMPANY’S INDEPENDENT PUBLIC
ACCOUNTANTS
FOR FISCAL YEAR 2008. ***
In
the
event stockholders do not ratify the appointment, the appointment will be
reconsidered by the Audit Committee and the Board of Directors. Even if the
selection is ratified, the Audit Committee in its discretion may select a
different independent public accounting firm at any time during the year if
it
determines that such a change would be in the best interests of the Company
and
our stockholders.
Meetings
and Certain Committees of the Board
The
Board
of Directors held 8 meetings during the fiscal year ended December 31, 2007.
Each member of the Board of Directors attended, either in person or
telephonically, at least 75% of the Board of Directors meetings and meetings
of
committees on which he served during his tenure as a Director or committee
member.
On
February 7, 2007, our Board of Directors approved and authorized the
establishment of three new committees to facilitate and assist the Board of
Directors in the execution of its responsibilities: the Audit Committee, the
Compensation Committee, and the Nominating and Corporate Governance Committee.
In accordance with American Stock Exchange (“AMEX”) listing standards, all the
committees are comprised solely of non-employee, independent Directors. Charters
for each committee are available on the Company’s website at
www.orsus-xelent.com. The charter of each committee is also available in print
to any stockholder who requests it. The table below shows current membership
for
each of the standing committees of our Board of Directors.
|
Audit
Committee
|
Nominating
and Corporate
Governance
Committee
|
Compensation
Committee
|
|
Zhixiang
Zhang (Chair)
|
Naizhong
Che (Chair)
|
Naizhong
Che (Chair)
|
|
Gao
Jian
|
Gao
Jian
|
Zhixiang
Zhang
|
|
|
Peng
Wang
|
Peng
Wang
|
Board
Committees
Audit
Committee
The
Audit
Committee is responsible for overseeing the Company’s corporate accounting,
financial reporting practices, audits of financial statements and the quality
and integrity of the Company’s financial statements and reports. In addition,
the Audit Committee oversees the qualifications, independence and performance
of
the Company’s independent auditors. In furtherance of these responsibilities,
the Audit Committee’s duties include the following: evaluating the performance
of and assessing the qualifications of the independent auditors; determining
and
approving the engagement of the independent auditors to perform audit, reviewing
and attesting to services and performing any proposed permissible non-audit
services; evaluating employment by the Company of individuals formerly employed
by the independent auditors and engaged on the Company’s account and any
conflicts or disagreements between the independent auditors and management
regarding financial reporting, accounting practices or policies; discussing
with
management and the independent auditors the results of the annual audit;
reviewing the financial statements proposed to be included in the Company’s
annual report on Form 10-K; discussing with management and the independent
auditors the results of the auditors’ review of the Company’s quarterly
financial statements; conferring with management and the independent auditors
regarding the scope, adequacy and effectiveness of internal auditing and
financial reporting controls and procedures; and establishing procedures for
the
receipt, retention and treatment of complaints regarding accounting, internal
accounting control and
auditing
matters and the confidential and anonymous submission by employees of concerns
regarding questionable accounting or auditing matters.
The
Audit
Committee is currently comprised of Gao Jian and Zhixiang Zhang (Chair), each
of
whom are “independent” as independence is currently defined in applicable
Securities and Exchange Commission (“SEC”) rules and by the Company Guide of the
AMEX. During the fiscal year ended December 31, 2007, the Audit Committee met
4
times. The Board of Directors has determined that Zhixiang Zhang qualifies
as an
“audit committee financial expert,” as defined in applicable SEC rules
implementing Section 407 of the Sarbanes-Oxley Act of 2002. The Board of
Directors made a qualitative assessment of Zhixiang Zhang’s level of knowledge
and experience based on a number of factors, including his formal education
and
experience.
The
Audit
Committee operates under the written Audit Committee Charter adopted by the
Board of Directors in February of 2007, a copy of which may be obtained by
writing the Secretary of the Company at 12th Floor, Tower B, Chaowai MEN Office
Building, 26 Chaowai Street, Chaoyang Disc., Beijing, People’s Republic of China
100020. The Report of the Audit Committee is included elsewhere in this proxy
statement.
Compensation
Committee
The
Compensation Committee is responsible for the administration of all salary,
bonus and incentive compensation plans for our officers and key employees.
The
members of the Compensation Committee are Naizhong Che (Chair), Zhixiang Zhang
and Peng Wang, all of whom are “independent” Directors as defined in SEC rules
and by the Company Guide of the AMEX. During the fiscal year ended December
31,
2007, the
Compensation
Committee met 6 times. The Compensation Committee operates under the written
Compensation Committee Charter adopted by the Board of Directors in February,
2007, a copy of which may be obtained by writing the Secretary of the Company
at
12th Floor, Tower B, Chaowai MEN Office Building, 26 Chaowai Street, Chaoyang
Disc., Beijing, People’s Republic of China 100020.
Compensation
Committee Interlocks and Insider Participation in Compensation Decisions
During
the fiscal year ended December 31, 2007, none of the Company’s executive
officers served on the board of directors or compensation committee of any
other
entity whose executive officers served either the Company’s Board of Directors
or Compensation Committee.
Nominating
and Corporate Governance Committee
The
Nominating and Corporate Governance Committee (the “Nominating Committee”) is
responsible for preparing a list of candidates to fill the expiring terms of
Directors serving on our Board of Directors. The Nominating Committee submits
the list of candidates to the Board of Directors who determine which candidates
will be nominated to serve on the Board of Directors. The names of nominees
are
then submitted for election at our Annual Meeting of Stockholders. The
Nominating Committee also submits to the entire Board of Directors a list of
nominees to fill any interim vacancies on the Board of Directors resulting
from
the departure of a member of the Board of Directors for any reason prior to
the
expiration of his term. In recommending nominees to the Board of Directors,
the
Nominating Committee keeps in mind the functions of
this
body. The Nominating Committee considers various criteria, including the ability
of the individual to meet the SEC and AMEX “independence” requirements, general
business experience, general financial experience, knowledge of the Company’s
industry (including past industry experience), education, and demonstrated
character and judgment. The Nominating Committee will consider Director nominees
recommended by a stockholder if the stockholder mails timely notice to the
Secretary of the Company at its principal offices, which notice includes (i)
the
name, age and business address of such nominee, (ii) the principal occupation
of
such nominee, (iii) a brief statement as to such nominee’s qualifications, (iv)
a statement that such nominee consents to his or her nomination and will serve
as a Director if elected, (v) whether such nominee meets the definition of
an
“independent” Director under the rules of the AMEX listing standards and (vi)
the name, address, class and number of shares of capital stock of the Company
held by the nominating stockholder. Any person nominated by a stockholder for
election to the Board of Directors will be evaluated based on the same criteria
as all other nominees.
The
Nominating Committee also oversees our adherence to our corporate governance
standards. The members of the Nominating Committee are Naizhong Che (Chair),
Gao
Jian and Peng Wang, each of whom is “independent” as defined in SEC rules and
the Company Guide of the AMEX. During the fiscal year ended December 31, 2007,
the Nominating Committee met 3 times. The Nominating Committee operates under
the written Nominating Committee Charter adopted by the Board of Directors
in
February of 2007, a copy of which may be obtained by writing the Secretary
of
the Company at 12th Floor, Tower B, Chaowai MEN Office Building, 26 Chaowai
Street, Chaoyang Disc., Beijing, People’s Republic of China 100020.
During
the fiscal year ended December 31, 2007, there were no changes to the procedures
by which holders of our Common Stock may recommend nominees to the Board of
Directors.
Report
of the Audit Committee
(as
set forth in the Company’s Form 10-K for the fiscal year ended December 31,
2007)
The
Audit
Committee was established on February 7, 2007 and is composed of non-management
Directors. It is currently composed of three independent Directors, Howard
S.
Barth (Chair)*, Gao Jian and Zhixiang Zhang, and operates under the written
Audit Committee charter adopted by the Board of Directors on February 7,
2007.
Under
its
charter, the Audit Committee provides assistance and guidance to the Board
in
fulfilling its oversight responsibilities to the Company’s stockholders with
respect to the Company’s corporate accounting and reporting practices as well as
the quality and integrity of the Company’s financial statements and reports. The
Company’s principal executive officer and principal financial officer have the
primary responsibility for the financial statements and the reporting process,
including the systems of internal controls. The Company’s independent auditors
are responsible for auditing the Company’s financial statements and expressing
an opinion on the conformity of the audited financial statements with generally
accepted accounting principles. The Audit Committee’s responsibility is to
monitor and oversee these processes.
To
this
end, the Audit Committee has reviewed and discussed the audited financial
statements of the Company for the fiscal year ended December 31, 2007 with
management and Mazars CPA Limited, the Company’s independent auditor. The Audit
Committee discussed with Mazars CPA Limited certain matters related to the
conduct of the audit as required by Statement on Auditing Standards 61, as
amended by Statement on Auditing Standards 90. In addition, the Audit Committee
has received from Mazars CPA Limited the written disclosures and the letter
regarding the auditor’s independence required by Independence Standards Board
Standard No. 1 and has discussed with Mazars CPA Limited its
independence.
In
reliance on the reviews and discussions described above, the Audit Committee
recommended to the Board of Directors that the Company’s audited financial
statements for the fiscal year ended December 31, 2007 be included in the
Company’s Annual Report on Form 10-K for the year ended December 31, 2007, and
the Board of Directors accepted the Audit Committee’s
recommendation.
The
Audit
Committee selected Mazars CPA Limited as the Company’s independent auditors for
the fiscal year ending December 31, 2007. The selection of auditors is
determined by the Audit Committee. This matter is not being submitted to the
stockholders for approval as this is not required under applicable
law.
Following
the reorganization of Moores Rowland Mazars (the “ Former Auditors ”) on June 1,
2007, eight of its partners have joined Mazars CPA Limited and the Former
Auditors changed its name to Mazars CPA Limited. As such, the Former Auditors
resigned as the independent auditors of the Company, effective June 29, 2007.
The Audit Committee of the Board of Directors of the Company (the “ Audit
Committee ”) approved the resignation of the Former Auditors on June 29,
2007.
As
key
members of the Former Auditors servicing the Company previously have joined
Mazars CPA Limited, the Audit Committee appointed Mazars CPA Limited as the
Company's new independent auditors, effective from June 29, 2007.**
AUDIT
COMMITTEE
Howard
S.
Barth (Chair)*
Gao
Jian
Zhixiang
Zhang
*
As
disclosed in the Company’s Current Report on Form 8-K filed on October 31, 2008,
Howard S. Barth resigned from his position as a member of the Board of Directors
and all positions he held on the Board’s committees, effective October 27, 2008.
As discussed under the caption “
Audit
Committee
”
above,
the Audit Committee is currently comprised of Zhixiang Zhang (Chair) and Gao
Jian.
**
As
discussed under the caption “
Changes
in and Disagreements with Accountants
”
below,
Mazars CPA Limited resigned as the Company’s independent auditors, effective
October 17, 2008.
Stockholder
Communications
The
Board
of Directors welcomes communications from our stockholders, and maintains a
process for stockholders to communicate with the Board of Directors.
Stockholders who wish to communicate with the Board of Directors may send a
letter to the Chairman of the Board of Directors of Orsus Xelent Technologies,
Inc., at 12th Floor, Tower B, Chaowai MEN Office Building, 26 Chaowai Street,
Chaoyang Disc., Beijing, People’s Republic Of China 100020. The mailing envelope
must contain a clear notation indicating that the enclosed letter is a
“Stockholder-Board Communication.” All such letters should identify the author
as a security holder. All such letters will be reviewed by the Chairman of
the
Board of Directors and submitted to the entire Board of Directors no later
than
the next regularly scheduled Board of Directors meeting.
Annual
Meetings
We
have
no policy with respect to Director attendance at annual meetings.
Compensation
of Directors
On
March
27, 2008, the Board adopted a proposal to compensate Directors for their service
to the Company. The compensation for all Directors was set at $2,000 per month
for service from February 7, 2007 to March 4, 2008, with each Director being
paid in accordance with their term on the Board of Directors. For service from
March 5, 2008 to December 31, 2008, the compensation for committee chairpersons
is increased to $2,500, but compensation for other Directors or committee
members remains at $2,000 per month. Any income tax owed by Directors in China
on such compensation is deducted from the salary and paid to the tax authority
by the Company, with any Directors outside of China arranging for the payment
of
any applicable income taxes. Previously, the Company did not pay compensation
to
its Directors. All Directors are reimbursed for out-of-pocket expenses in
connection with attendance at Board of Director’s and/or committee meetings. The
Company is in the process of evaluating whether to establish other compensation
plans (e.g. options) in the future.
Retirement,
Post-Termination and Change in Control
We
have
no retirement, pension, or profit-sharing programs for the benefit of Directors,
officers or other employees, nor do we have post-termination or change in
control arrangements with Directors, officer or other employees, but our Board
of Directors may recommend adoption of one or more such programs in the future.
EXECUTIVE
OFFICERS
General
Certain
information concerning our executive officers as of the date of this proxy
statement is set forth below.
|
Name
|
Age
|
Position
With Our Company
|
|
Wang
Xin
(1)
|
39
|
Chief
Executive Officer and Director
|
|
Zhao
Hongwei
(2)
|
42
|
Chief
Financial Officer
|
__________________
|
(1)
|
For
complete biography see chart on page
6.
|
|
(2)
|
Zhao
Hongwei has served as our Chief Financial Officer since October 26,
2005.
Mr. Zhao has over 15 years experience in accounting and financial
management, mainly with listed companies in Hong Kong and Foreign
Invested
Enterprise in the PRC, mostly recently serving as the regional financial
controller of XinAo Gas Holdings Limited, a listed company in Hong
Kong.
|
Certain
Relationships, Related Transactions, and Director
Independence.
Related
Party Transaction Policy
Other
than the Company's Code of Business Conduct and Ethics, the Board of Directors
does not have a specific written policy regarding the review of related party
transactions. The Board of Directors does, however, follow certain procedures
relating to the approval of transactions involving related parties. Related
parties generally include executive officers and Directors, stockholders owning
more than 5% of the Company’s Common Stock or immediate family members of any
such persons. A related party transaction will be approved only if it is
disclosed to the Board of Directors and is approved by a majority of the
disinterested members of the Board of Directors. Prior to approving any related
party transaction, the members of the Board of Directors reviewing such
transaction must (i) be satisfied that they received all material facts relating
to the transaction, (ii) have considered all relevant facts and circumstances
available to them and (iii) have determined that the transaction is in (or
not
inconsistent with) the best interests of the Company’s stockholders. No Director
that is an interested party in a transaction may participate in the discussion
or approval of such transaction. Other than as disclosed below, during the
fiscal year ended December 31, 2007, based on written representations from
the
executive officers and Directors of the Company, there were no related party
transactions.
The
relationships between our Directors and the Company are as follows:
Messrs
Wang Xin and Liu Yu have outstanding loans to the Company in the amount of
$458,000, which loans are unsecured, interest-free and repayable by the Company
on demand of the noteholder.
The
Company has bank loans amounting to $9,256,000 that were guaranteed by a
Director, Mr. Liu Yu.
The
Company has a mortgage loan amounting to $23,000 that was guaranteed by a
Director, Mr. Wang Xin.
Director
Independence
Messrs.
Naizhong Che, Peng Wang, Zhixiang Zhang and Gao Jian are all non-employee
Directors, and all of whom our Board of Directors has determined are independent
pursuant to the rules of the AMEX and the SEC. All of the members of our Audit
Committee, Nominating and Corporate Governance Committee and Compensation
Committee are independent as defined by the rules of the AMEX and the SEC.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth information regarding the beneficial ownership of
our
Common Stock as of November 25, 2008 for each person known by us to be the
beneficial owner of more than 5% of our outstanding shares of Common Stock.
Unless otherwise indicated, we believe that all persons named in the table
have
sole voting and investment power with respect to all shares of Common Stock
beneficially owned by them.
|
|
|
|
|
Amount
and Nature of
Beneficial
Ownership
(2)
|
|
|
Title
of
Class
|
|
Name
and Address of Beneficial Owner
(1)
|
|
Number
of
Shares
(3)
|
|
Percent
of
Voting
Stock
(4)
|
|
|
Common
|
|
|
Wang
Xin, Chief Executive Officer and Director
|
|
|
3,000,000
|
|
|
10.09
|
%
|
|
Common
|
|
|
Liu
Yu, Chairman of the Board
|
|
|
6,000,000
|
|
|
20.16
|
%
|
|
Common
|
|
|
Wang
Zhibin
|
|
|
6,000,000
|
|
|
20.16
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Unless
otherwise noted, the address is that of the
Company.
|
|
(2)
|
On
November 25, 2008, there were 29,756,000 shares of our Common Stock
outstanding. Each person named above has sole investment and voting
power
with respect to all shares of the Common Stock shown as beneficially
owned
by the person, except as otherwise indicated
below.
|
|
(3)
|
Under
applicable rules promulgated by the SEC pursuant to the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), a person is deemed
the “beneficial owner” of a security with regard to which the person,
directly or indirectly, has or shares (a) the voting power, which
includes
the power to vote or direct the voting of the security, or (b) the
investment power, which includes the power to dispose or direct the
disposition of the security, in each case irrespective of the person’s
economic interest in the security. Under these SEC rules, a person
is
deemed to beneficially own securities which the person has the right
to
acquire within 60 days through (x) the exercise of any option or
warrant
or (y) the conversion of another
security.
|
|
(4)
|
In
determining the percent of our Common Stock owned by a person (a)
the
numerator is the number of shares of our Common Stock beneficially
owned
by the person, including shares the beneficial ownership of which
may be
acquired within 60 days upon the exercise of options or warrants
or
conversion of convertible securities, and (b) the denominator is
the total
of (i) the 29,756,000 shares of our Common Stock outstanding on November
25, 2008 and (ii) any shares of our Common Stock which the person
has the
right to acquire within 60 days upon the exercise of options or warrants
or
conversion
of convertible securities. Neither the numerator nor the denominator
includes shares which may be issued upon the exercise of any other
options
or warrants or the conversion of any other convertible
securities.
|
The
following table sets forth information regarding the beneficial ownership of
our
Common Stock as of November 25, 2008 for each of our officers and Directors
and
all our officers and Directors as a group. Unless otherwise indicated, we
believe that all persons named in the table have sole voting and investment
power with respect to all shares of Common Stock beneficially owned by
them.
|
|
|
|
|
Amount
and Nature of
Beneficial
Ownership
(2)
|
|
|
Title
of
Class
|
|
Name
and Address of Beneficial Owner
(1)
|
|
Number
of
Shares
(3)
|
|
Percent
of
Voting
Stock
(4)
|
|
|
Common
|
|
|
Wang
Xin, Chief Executive Officer and Director
|
|
|
3,000,000
|
|
|
10.09
|
%
|
|
Common
|
|
|
Liu
Yu, Chairman of the Board
|
|
|
6,000,000
|
|
|
20.16
|
%
|
|
Common
|
|
|
Zhao
Hongwei, Chief Financial Officer
|
|
|
—
|
|
|
|
|
|
Common
|
|
|
Naizhong
Che, Director
|
|
|
|
|
|
|
|
|
Common
|
|
|
Peng
Wang, Director
|
|
|
|
|
|
|
|
|
Common
|
|
|
Zhixiang
Zhang, Director
|
|
|
|
|
|
|
|
|
Common
|
|
|
Gao
Jian, Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
|
Directors
and executive officers as a group (7 persons)
|
|
|
9,000,000
|
|
|
30.25
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Unless
otherwise noted, the address is that of the
Company.
|
|
(2)
|
On
November 25, 2008, there were 29,756,000 shares of our Common Stock
outstanding. Each person named above has sole investment and voting
power
with respect to all shares of the Common Stock shown as beneficially
owned
by the person, except as otherwise indicated
below.
|
|
(3)
|
Under
applicable rules promulgated by the SEC pursuant to the Exchange
Act, a
person is deemed the “beneficial owner” of a security with regard to which
the person, directly or indirectly, has or shares (a) the voting
power,
which includes the power to vote or direct the voting of the security,
or
(b) the investment power, which includes the power to dispose or
direct
the disposition of the security, in each case irrespective of the
person’s
economic interest in the security. Under these SEC rules, a person
is
deemed to beneficially own securities which the person has the right
to
acquire within 60 days through (x) the exercise of any option or
warrant
or (y) the conversion of another
security.
|
|
(4)
|
In
determining the percent of our Common Stock owned by a person (a)
the
numerator is the number of shares of our Common Stock beneficially
owned
by the person, including shares the beneficial ownership of which
may be
acquired within 60 days upon the exercise of options or warrants
or
conversion of convertible securities, and (b) the denominator is
the total
of (i) the 29,756,000 shares of our Common Stock outstanding on November
25, 2008 and (ii) any shares of our Common Stock which the person
has the
right to acquire within 60 days upon the exercise of options or warrants
or conversion of convertible securities. Neither the numerator nor
the
denominator includes shares which may be issued upon the exercise
of any
other options or warrants or the conversion of any other convertible
securities.
|
Compensation
of Officers
The
following table sets forth information concerning all cash and non-cash
compensation
awarded
to, earned by or paid to all of the executive officers of the Company, who
served during the fiscal year ended December 31, 2007, for services in all
capacities to the Company:
|
Name
& Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan Compensation
($)
|
Change
in Pension value and Nonqualified deferred compensation earnings
($)
|
All
other Compensation
($)
|
Total
($)
|
|
Wang
Xin, CEO
|
2007
2006
|
65,378
66,309
|
N/A
N/A
|
N/A
N/A
|
N/A
N/A
|
N/A
N/A
|
N/A
N/A
|
N/A
N/A
|
65,378
66,309
|
|
Zhao
Hongwei, CFO
|
2007
2006
|
51,200
30,110
|
N/A
N/A
|
N/A
N/A
|
N/A
N/A
|
N/A
N/A
|
N/A
N/A
|
N/A
N/A
|
51,200
30,110
|
|
Wang
Xiaolong, Vice-President
|
2007
2006
|
29,932
25,757
|
N/A
N/A
|
N/A
N/A
|
N/A
N/A
|
N/A
N/A
|
N/A
N/A
|
N/A
N/A
|
29,932
25,757
|
|
Zhou
Liangyun Vice-President
|
2007
2006
|
29,932
22,989
|
N/A
N/A
|
N/A
N/A
|
N/A
N/A
|
N/A
N/A
|
N/A
N/A
|
N/A
N/A
|
29,932
22,989
|
|
Wan
Feng, CEO Assistant
|
2007
2006
|
26,781
20,395
|
N/A
N/A
|
N/A
N/A
|
N/A
N/A
|
N/A
N/A
|
N/A
N/A
|
N/A
N/A
|
26,781
20,395
|
As
of as
of December 31, 2007, the Company did not have any grants of plan-based awards,
outstanding equity awards at fiscal year-end, option exercises and stock vested,
pension benefits, or nonqualified deferred compensation. The Company did not
have any post-employment payments to report.
There
was
no officer whose salary and bonus for the period exceeded $100,000. The amounts
listed in the table above were paid by Beijing Orsus Xelent Technology &
Trading Company Limited (“Xelent”), the wholly owned subsidiary of our wholly
owned subsidiary United First International Limited (“UFIL”). We expect to pay
substantially similar compensation to our executives in the future and
anticipate continuing to pay them through Xelent.
The
Company’s 2007 Omnibus Long-Term Incentive Plan (the “2007 Omnibus Plan”) was
approved by our stockholders at the 2007 Annual Meeting of Stockholders on
December 18, 2007. There were no grants under the 2007 Omnibus Plan during
the
fiscal year ended December 31, 2007.
On
March
27, 2008, the Board of Directors adopted a proposal to grant certain options
to
members of the Company who made great contributions to the formation and
development of the Company, as set forth on the following table:
|
Grantee
|
|
Number
of
Options
Granted
|
|
|
Xiaolong
Wang
|
|
|
96,000
|
|
|
Wei
Wu
|
|
|
28,000
|
|
|
Hongyu
Che
|
|
|
50,000
|
|
|
Feng
Wan
|
|
|
40,000
|
|
|
Shulin
Yang
|
|
|
20,000
|
|
|
Hongwei
Zhao (CFO)
|
|
|
80,000
|
|
|
Yu
Liu (Chairman)
|
|
|
150,000
|
|
|
Xin
Wang (CEO)
|
|
|
150,000
|
|
The
options were granted as of April 2, 2008 and were not exercisable for ninety
days from the date granted. The exercise price for the options was the closing
sale price for a share of the Company’s common stock as reported by AMEX on
April 2, 2008.
For
additional information on the 2007 Omnibus Plan, please see the Current Report
on Form 8-K filed with the SEC on January 11, 2008.
Employment
Agreements
While
we
do have employment agreements with our executive officers, the salary for our
executive officers is at the discretion of our Board of Directors
Our
Compensation Committee is comprised of three members and is responsible for
the
administration of all salary, bonus and incentive compensation plans for our
officers and key employees. The members of our Compensation Committee are
Naizhong Che (Chair), Zhixiang Zhang and Peng Wang, all of whom are
“independent” Directors.
Outstanding
Equity Awards at Fiscal Year-End
As
of
December 31, 2007, there were no outstanding equity awards to the named
executive officers requiring tabular disclosure.
Compliance
with Section 16(a) of the Exchange Act
Section
16(a) of the Securities Exchange Act of 1934 requires that the Company’s
Directors and executive officers and persons who beneficially own more than
ten
percent (10%) of a registered class of its equity securities, file with the
SEC
reports of ownership and changes in ownership of its Common Stock and other
equity securities. Executive officers, Directors, and greater than ten percent
(10%) beneficial owners are required by SEC regulation to furnish the Company
with copies of all Section 16(a) reports that they file. Based solely upon
a
review of the copies of such reports furnished to the Company, with respect
to
the 2007 fiscal year, the officers, Directors, and beneficial owners of more
than ten percent (10%) of our Common Stock have filed their initial statements
of ownership on Form 3 on a timely basis, and the officers, Directors and
beneficial owners of more than ten percent (10%) of our Common Stock have also
filed the required Forms 4 or 5 on a timely basis, except for the timely filing
of Form 3s by Naizhong Che, Peng Wang, Zhixiang Zhang upon their appointment
as
Directors of the Company due to
unforeseen
delays, which have all been subsequently filed with the
SEC.
There were no transactions that were not reported timely.
Arrangements
or Understandings
There
was
no arrangement or understanding between any of our Directors and any other
person pursuant to which any Director was to be selected as a Director.
Involvement
in Certain Legal Proceedings
During
the past five (5) years, none of the Directors or executive officers has been
involved in any legal proceedings that are material to the evaluation of their
ability or integrity.
The
Company is party to certain litigation/arbitration with regards to amounts
payable to suppliers for which the Company was not satisfied with the
quality and timing of the goods supplied. However, the amount in question
is not material to the Company and we believe that such litigation/arbitration
will not have a material adverse effect on us or our business and that we will
be able to resolve these issues through further business negotiations.
Family
Relationships
There
are
no family relationships between any two (2) or more of the Company’s Directors
or executive officers.
Changes
in and Disagreements with Accountants
Following
the reorganization of Moores Rowland Mazars (“Moores”) on June 1, 2007, in which
certain of its partners joined Mazars CPA Limited (“Mazars”) and Moores changed
its name to Moores Rowland, Moores resigned as the Company’s independent public
accountants effective June 29, 2007. Moores had been the Company’s independent
public accountants since May 9, 2005. The Audit Committee approved the
resignation of Moores on June 29, 2007. As reported in our Form 8-K filed on
July 6, 2007, the Company appointed Mazars as its independent accountant
effective as of June 29, 2007. Certain members of Moores formed Mazars, and
we
hired that firm to be our independent accountant.
On
October 17, 2008, Mazars resigned as the independent public accountants of
the
Company. The Audit Committee approved the resignation of Mazars on October
21,
2008. Mazars’ audit report on the Company’s consolidated financial statements
for each of the past two fiscal years did not contain an adverse opinion or
disclaimer of opinion, and was not qualified or modified as to uncertainty,
audit scope or accounting principles.
During
the Company’s two most recent fiscal years and through the subsequent interim
period on or prior to October 17, 2008, (a) there were no disagreements between
the Company and Mazars on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Mazars, would have caused
Mazars to make reference to the subject matter of the disagreement in connection
with its report; and (b) no reportable events as set forth in Item
304(a)(1)(v)(A) through (D) of Regulation S-K have occurred. Mazars furnished
a
letter addressed to the SEC stating that it
agreed
with the above statements. Such letter, dated October 21, 2008, was attached
as
Exhibit 16.1 to the Company’s Current Report on Form 8-K filed with the SEC on
October 22, 2008.
Engagement
of new independent registered public accounting firm
The
Audit
Committee appointed PKF Hong Kong Certified Public Accountants (“PKF”) as the
Company’s new independent public accountants, effective on October 21, 2008.
During the Company’s two most recent fiscal years and subsequent interim period
on or prior to October 21, 2008, the Company has not consulted with PKF
regarding the application of accounting principles to a specified transaction,
either completed or proposed, or any of the matters or events set forth in
Item
304(a)(2) of Regulation S-K.
Set
below
are aggregate fees billed by Moores Rowland Mazars and Mazars CPA Limited for
professional services rendered for the audit of the Company’s annual financial
statements for the fiscal years ended December 31, 2007 and 2006, and the review
of the financial statements included in the Company’s Form 10Q and Form 10QSB
for 2007 and 2006.
Audit
Fees
During
the fiscal year ended December 31, 2007, the fees for our principal accountant
were $90,000, which was composed of $22,500 for two quarterly reviews, and
$67,500 for the preparation of this annual report on Form 10-K. During the
fiscal year ended December 31, 2006, the fees for our principal accountant
were
$81,500, which was composed of $22,500 for quarters review and $59,000 for
the
preparation of the annual report on Form 10-K.
Audit
Related Fees
During
the fiscal years ended December 31, 2007 and December 31, 2006, our principal
accountants did not render assurance and related services reasonably related
to
the performance of the audit or review of financial statements.
Tax
Fees
During
the fiscal years ended December 31, 2007 and December 31, 2006, our principal
accountant did not render services to us for tax compliance, tax advice and
tax
planning.
All
Other Fees
During
the fiscal years ended December 31, 2007 and December 31, 2006, there were
no
fees billed for products and services provided by the principal accountants
other than those set forth above.
The
Audit
Committee has reviewed the above fees for non-audit services and believes such
fees are compatible with the independent registered public accountants’
independence.
Policy
on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent
Accountant
The
policy of the Audit Committee, and the Board of Directors acting as a whole
prior to the establishment of the Audit Committee, is to pre-approve all audit
and non-audit services provided by the independent accountants. These services
may include audit services, audit-related services, tax fees, and other
services. Pre-approval is generally provided for up to one year and any
pre-approval is detailed as to the particular service or category of services
and is subject to a specific budget. The Audit Committee, and the Board of
Directors acting as a whole prior to the establishment of the Audit Committee,
has delegated pre-approval authority to certain committee members when
expedition of services is necessary. The independent accountants and management
are required to periodically report to the full Audit Committee, and the Board
of Directors acting as a whole prior to the establishment of the Audit
Committee, regarding the extent of services provided by the independent
accountants in accordance with this pre-approval delegation, and the fees for
the services performed to date. None of the fees paid to the independent
accountants during fiscal years ended December 31, 2007 and 2006, under the
categories Audit-Related and All Other fees described above were approved by
the
Audit Committee, and the Board of Directors acting as a whole prior to the
establishment of the Audit Committee, after services were rendered pursuant
to
the de minimis exception established by the SEC.
Delivery
of Documents to Stockholders Sharing an Address
Only
one
Proxy Statement is being delivered to two or more security holders who share
an
address, unless the Company has received contrary instruction from one or more
of the security holders. The Company will promptly deliver, upon written or
oral
request, a separate copy of the Proxy Statement to a security holder at a shared
address to which a single copy of the document was delivered. If you would
like
to request additional copies of the Proxy Statement, or if in the future you
would like to receive multiple copies of information or proxy statements, or
annual reports, or, if you are currently receiving multiple copies of these
documents and would, in the future, like to receive only a single copy, please
so instruct the Company, by writing to us at
12th
Floor,
Tower B, Chaowai MEN Office Building, No. 26 Chaowai Street, Chaoyang Disc.
Beijing, People’s Republic Of China 100020.
Submission
of Stockholder Proposals
If
you
wish to have a proposal included in our proxy statement and form of proxy for
next year’s annual meeting in accordance with Rule 14a-8 under the Exchange Act,
your proposal must be received by us at our principal executive offices on
or
before July 28, 2009. A proposal which is received after that date or which
otherwise fails to meet the requirements for stockholder proposals established
by the SEC will not be included. The submission of a stockholder proposal does
not guarantee that it will be included in the proxy statement.
Other
Matters
As
of the
date of this Proxy Statement, the Board of Directors has no knowledge of any
business which will be presented for consideration at the Meeting other than
the
Election of the Directors and the Ratification of Auditors. Should any other
matter be properly presented, it is intended that the enclosed proxy will be
voted in accordance with the best judgment of the persons voting the
proxies.
We
file
annual, quarterly and special reports, proxy statements and other information
with the SEC. The public may read and copy any materials that we have filed
with
the SEC at the SEC’s Public Reference Room at 100 F Street, N.E.,
Washington, D.C. 20549. The public may obtain information on the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC
also
maintains an Internet site that contains the reports, proxy and information
statements and other information regarding the Company that we have filed
electronically with the SEC. The address of the SEC’s Internet site is
http://www.sec.gov.
Annual
Report on Form 10-K
A
copy of
the Company’s Annual Report on Form 10-K covering the fiscal year ended December
31, 2007, and all amendments thereto, accompanies this Proxy Statement. Except
for the financial statements included in the Annual Report that are specifically
incorporated by reference herein, the Annual Report on Form 10-K is not
incorporated in this Proxy Statement and is not to be deemed part of this proxy
soliciting material. Additional copies of the Annual Report on Form 10-K are
available upon request.
BY
ORDER
OF THE BOARD OF DIRECTORS
Liu
Yu
Chairman
of the Board of Directors
November
26, 2008
PROXY
ORSUS
XELENT TECHNOLOGIES, INC.
PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL
MEETING OF STOCKHOLDERS
To
Be Held on December 30, 2008
The
stockholder(s) whose signature(s) appear(s) on the reverse side of this proxy
form hereby appoint(s) Wang Xin and Zhao Hongwei, INDIVIDUALLY or any of them
as
proxies, with full power of substitution, and hereby authorize(s) them to
represent and vote all shares of Common Stock of the Company which the
stockholder(s) would be entitled to vote on all matters which may come before
the Annual Meeting of Stockholders to be held at 10:00 a.m., local time, at
the
offices of K&L Gates LLP, 599 Lexington Avenue, New York, New York
10022.
This
proxy will be voted in accordance with the instructions indicated on the reverse
side of this card. If no instructions are given, this proxy will be voted FOR
the proposals and in the proxies’ discretion upon such other business as may
properly come before the meeting and any adjournments or postponements thereof.
(To
Be Signed on Reverse Side.)
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Please
date, sign and mail your proxy card in the
envelope
provided as soon as possible.
â
Please
detach along perforated line and mail in the envelope provided.
â
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FOR
THE MATTER SET FORTH BELOW, THE BOARD OF DIRECTORS RECOMMENDS A VOTE
“FOR”
THE MATTER SUBMITTED. PLEASE SIGN, DATE, AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE INK AS SHOWN HERE
S
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1.
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ELECTION
OF DIRECTORS.
Wang
Xin, Liu Yu, Naizhong Che, Peng Wang, Zhixiang Zhang and Gao
Jian
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o
FOR
all nominees, listed above (except as specified
below).
o
WITHHOLD
AUTHORITY to vote for all nominees listed
above.
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INSTRUCTIONS:
TO WITHHOLD AUTHORITY FOR ANY INDICATED NOMINEE, WRITE THE
NAME(S)
OF THE NOMINEE(S) IN THE SPACE PROVIDED:
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2.
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RATIFICATION
OF APPOINTMENT OF PKF HONG KONG CERTIFIED PUBLIC ACCOUNTANTS (“PKF”) AS
THE COMPANY’S INDEPENDENT PUBLIC ACCOUNTANTS FOR FISCAL YEAR
2008.
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o
FOR
the ratification of PKF.
o
AGAINST
the ratification of PKF.
o
ABSTAIN
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Signature
of Stockholder
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Date:
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Signature
of Stockholder
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Date:
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NOTE:
Please sign exactly as your name or names appear on this Proxy. When shares
are
held jointly, each holder should sign. When signing as executor, administrator,
attorney, trustee or guardian, please give full title as such. If the signer
is
a corporation, please sign full corporate name by duly authorized officer,
giving full title as such. If signer is a partnership, please sign in
partnership name by authorized person.
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