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 October 30, 2007
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, 2007
TO BE HELD NOVEMBER 29, 2007 AT 1:00 PM (MACAO TIME)
Notice is hereby given that an annual meeting of the shareholders (the
"Shareholders") of Bonso Electronics International Inc., a British Virgin
Islands corporation (the "Corporation" or "Bonso"), will be held at Room 510,
Milan of The Venetian Macao-Resort-Hotel, Taipa Island, Macao, China at 1:00
p.m., Macao time, on November 29, 2007, and any adjournments or postponements
thereof (the "Meeting" or "Annual Meeting") for the following purposes:
1. To elect the following five (5) persons to serve as directors of the
Corporation until the next annual meeting of shareholders and
thereafter until their successors shall have been elected and
qualified: Anthony So, Kim Wah Chung, Woo Ping Fok, J. Stewart Jackson
IV and Henry F. Schlueter;
2. To ratify the selection of PricewaterhouseCoopers as the independent
public accountants of the Corporation for the fiscal year ending March
31, 2008; 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 19, 2007,
shall be entitled to notice of and to vote at the Meeting. All Shareholders are
cordially invited to attend the Meeting in person. Regardless of your plan to
attend/not attend the Meeting, please vote either by phone or over the Internet
or complete the enclosed proxy card and sign, date and return it promptly in the
enclosed postage paid envelope. Sending in your proxy will not prevent you from
voting in person at the Meeting.
We have elected to furnish proxy materials to our shareholders on the
Internet. We believe this approach will allow us to provide our shareholders
with the appropriate information while lowering costs to the Corporation.
Accordingly, we are sending a Notice of Internet Availability of Proxy Materials
(the "Internet Notice") to our stockholders of record and beneficial owners. All
stockholders will have the ability to access the proxy materials on a website
referred to in the Internet Notice. Instructions on how to access the proxy
materials over the Internet or to request a printed copy may be found on the
Internet Notice.
By Order of the Board of Directors
Anthony So, Chairman and Chief Executive Officer
Hong Kong
October 26, 2007
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BONSO ELECTRONICS INTERNATIONAL INC.
59 Da Yang Road Da Yang Synthetical Develop District Fu Yong, Shenzhen, China
PROXY STATEMENT
DATED OCTOBER 19, 2007
ANNUAL MEETING OF SHAREHOLDERS
FOR THE FISCAL YEAR ENDED MARCH 31, 2007
TO BE HELD ON NOVEMBER 29, 2007 AT 1:00 PM (MACAO TIME)
GENERAL
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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 Shareholders to be held at 1:00 p.m., Macao
time, on November 29, 2007, at Room 510, Milan of The Venetian
Macao-Resort-Hotel Taipa Island, Macao, China, and any adjournments or
postponements thereof (the "Meeting").
A Notice of Internet Availability of Proxy Materials (the "Internet
Notice") for the Annual Meeting for the fiscal year ended March 31, 2007 will be
mailed on or about October 26, 2007, to all record and beneficial owners
entitled to notice of and to vote at the Meeting (the "Internet Notice"). The
Internet Notice contains information concerning the Internet availability of the
proxy materials and the Company's Annual Report on Form 20-F for the year ended
March 31, 2007 ("Annual Report").
VOTING SECURITIES AND VOTE REQUIRED
-----------------------------------
Only Shareholders of record at the close of business on October 19, 2007
(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 five 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, 2008 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.
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
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"FOR" each of the five 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, 2008. The
Company's executive officers and directors have advised the Company that they
intend to vote their shares 2,280,877 (including those shares over which they
hold voting power), representing approximately 41.5% as of August 21, 2007, of
the outstanding shares of Common Stock, in favor of each of the proposals above.
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 voting again
at a later date on the Internet or by telephone (only your latest Internet or
telephone proxy submitted prior to the meeting will be counted, 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 August 21, 2007:
Total
Shares of Number of
Common Stock Shares of Percent
Owned of Options Held Common of
Name Record Stock Beneficial
Beneficially Ownership
Owned
--------------------- ------------ ---------------- ------------ ----------
Anthony So 1,626,195(1) 636,500(2) 2,262,695 36.41%
Kim Wah Chung 93,700 115,000(3) 208,700 3.67%
Henry F. Schlueter 34,000 40,000(4)(9) 74,000 1.32%
Woo-Ping Fok 64,407 50,000(6)(8)(9) 114,407 2.03%
J. Stewart Jackson IV 462,575(7) 60,000(5)(8)(9) 522,575 9.27%
Henry Ma Wan Chong 0 0 0 0
W. Douglas Moreland 501,000 0 501,000 8.99%
Royce & Associates LLC 297,000 0 297,000 5.32%
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(1) Includes 1,143,421 shares of common stock owned of record by a corporation
that is wholly owned by a trust of which Mr. So is the sole beneficiary.
(2) Includes options to purchase 158,000 shares of common stock at an exercise
price of $8.00 per share expiring January 6, 2010, options to purchase
128,000 shares of common stock at an exercise price of $3.65 per share
expiring on April 9, 2011, options to purchase 128,000 shares of common
stock at an exercise price of $2.50 per share expiring on March 6, 2012,
and options to purchase 222,500 shares of common stock at an exercise price
of $1.61 per share expiring on March 31, 2013.
(3) Includes options to purchase 20,000 shares of common stock at an exercise
price of $8.00 per share expiring January 6, 2010, options to purchase
20,000 shares of common stock at an exercise price of $3.65 per share
expiring on April 9, 2011, options to purchase 20,000 shares of common
stock at an exercise price of $2.50 per share expiring on March 6, 2012,
and options to purchase 55,000 shares of common stock at an exercise price
of $1.61 per share expiring on March 31, 2013.
(4) Includes options to purchase 10,000 shares of common stock at an exercise
price of $8.00 per share expiring January 6, 2010.
(5) Includes options to purchase 10,000 shares of common stock at an exercise
price of $2.55 expiring on October 15, 2011 and 10,000 shares of common
stock at an exercise price of $1.61 per share expiring on March 31, 2013.
(6) Includes options to purchase 10,000 shares of common stock at an exercise
price of $8.125 per share expiring January 12, 2010.
(7) Includes 461,975 shares held by Mr. Jackson and 600 shares held by Mr.
Jackson's wife.
(8) Includes options to purchase 10,000 shares of common stock at an exercise
price of $7.875 per share expiring on January 9, 2011.
(9) Includes options to purchase 10,000 shares of common stock at an exercise
price of $6.12 expiring on March 25, 2014, Includes options to purchase
10,000 shares of common stock at an exercise price of $6.20 per share
expiring on September 12, 2014 and options to purchase 10,000 shares of
common stock at an exercise price of $4.50 per share expiring on December
4, 2015.
There are no arrangements known to the Corporation the operation of which may at
a subsequent date result in a change in control of the Corporation.
BOARD COMMITTEES
The Board of Directors maintains an Audit Committee. Mr. Woo Ping Fok is
the sole member of the Audit Committee. Mr. Fok is "independent" as defined in
the NASDAQ listing standards. The Audit Committee was established to (i) review
and approve the scope of audit procedures employed by our independent auditors;
(ii) review and approve the audit reports rendered by our independent auditors;
(iii) approve the audit fee charged by the independent auditors; (iv) report to
the Board of Directors with respect to such matters; (v) recommend the selection
of independent auditors; and (vi) discharge such other responsibilities as may
be delegated to it from time to time by the Board of Directors and to discharge
such other responsibilities as may be delegated to it from time to time by the
Board of Directors. Effective as of August 17, 2000, the Board of Directors
adopted a formal charter for its Audit Committee, which was amended effective
June 30, 2005.
COMPENSATION OF OFFICERS AND DIRECTORS
The aggregate amount of compensation paid by us and our subsidiaries during
the year ended March 31, 2007 to all directors and officers as a group for
services in all capacities was $1,155,835. Total compensation for the benefit of
Anthony So was $741,947, for the benefit of Cathy Kit Teng Pang was $68,222, for
the benefit of Kim Wah Chung was $151,095, for the benefit of George O'Leary was
$180,000 and for the benefit of Henry F. Schlueter was an aggregate of $14,571.
The $14,571 listed as having been paid for the benefit of Mr. Schlueter was paid
to his law firm, Schlueter & Associates, P.C. for legal services rendered and
expenses incurred. Cathy Kit Teng Pang resigned as a director on November 16,
2006 and resigned as the Chief Financial Officer, Secretary and Treasurer on
June 28, 2007. George O'Leary retired from the positions of Chief Executive
Officer, President and a director on November 16, 2006.
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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, 2007, other than contributions to our Provident Fund Plan which aggregated
$31,836 for officers and directors during the fiscal year ended March 31, 2007.
Employment Agreements
We have employment agreements with Anthony So and Kim Wah Chung. 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. The employment agreements contain provisions under which we will be
obligated to pay Mr. So and Mr. Chung 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.
Options of Directors and Senior Management
The following table provides information concerning options owned by the
directors and senior management at September 30, 2007:
Name Number of Common Shares Exercise Price Expiration Date
Subject to Stock Options Per Share
--------------------- ------------------------ -------------- ----------------
Anthony So 158,000 $8.00 January 6, 2010
128,000 $3.65 April 9, 2011
128,000 $2.50 March 6, 2012
222,500 $1.61 March 31, 2013
Kim Wah Chung 20,000 $8.00 January 6, 2010
20,000 $3.65 April 9, 2011
20,000 $2.50 March 6, 2012
55,000 $1.61 March 31, 2013
Woo-Ping Fok 10,000 $8.125 January 12, 2010
10,000 $7.875 January 9, 2011
10,000 $6.12 March 25, 2014
10,000 $6.20 September 12, 2014
10,000 $4.50 December 4, 2015
J. Stewart Jackson IV 10,000 $7.875 January 9, 2011
10,000 $2.55 October 15, 2011
10,000 $1.61 March 31, 2013
10,000 $6.12 March 25, 2014
10,000 $6.20 September 12, 2014
10,000 $4.50 December 4, 2015
Henry F. Schlueter 10,000 $8.00 January 6, 2010
10,000 $6.12 March 25, 2014
10,000 $6.20 September 12, 2014
10,000 $4.50 December 4, 2015
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Directors
Except for that mentioned above, our directors do not receive any
additional monetary compensation for serving in their capacities. All directors
are reimbursed for all reasonable expenses incurred in connection with services
as a director.
Provident Fund Plan
With effect from January 1, 1988, Bonso Electronics Limited ("BEL"), our
wholly-owned foreign subsidiary, started a Provident Fund Plan (the "Plan") with
a major international assurance company to provide life insurance and retirement
benefits for its employees. All permanent full time employees who joined BEL
before December 2000, excluding factory workers, are eligible to join the 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 commencing 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' contributions to the MPF are both at 5% of the
members' monthly salaries 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 the 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 set scale.
BEL's total contributions to the Plan and the MPF for the years ended March
31, 2005, 2006 and 2007 amounted to $83,277, $95,339 and $86,530, respectively.
Compensation Pursuant to Options to Purchase Common Stock
Stock Option and Bonus Plans
The 1996 Stock Option Plan
In October 1996, our stockholders adopted the 1996 Stock Option Plan (the
"Employees' Plan") which provides for the grant of options to purchase an
aggregate of not more than 400,000 shares of our common stock. In January 2000,
our shareholders approved the proposal of the Board of Directors to increase
from 400,000 to 900,000 in the aggregate the number of options to purchase
common stock under the Employees' Plan. The purpose of the Employees' Plan is to
make options available to management and employees in order to encourage them to
secure or increase on reasonable terms their stock ownership and to encourage
them to remain with the Company.
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The Employees' Plan is administered by a committee appointed by the Board
of Directors which determines the persons to be granted options under the
Employees' Plan, the number of shares subject to each option, the exercise price
of each option and the option period, subject to the requirement that no option
may be exercisable more than ten years after the date of grant. The exercise
price of an option may be less than fair market value of the underlying shares
of common stock. No options granted under the Employee Plan are transferable by
the optionee other than by will or the laws of descent and distribution and each
option will be exercisable during the lifetime of the optionee, only by such
optionee
The exercise price of an option granted pursuant to the Employees' Plan may be
paid in cash, by the surrender of options, in common stock, in other property,
including the optionee's promissory note, or by a combination of the above, at
our discretion.
The 1996 Non-Employee Directors' Stock Option Plan
In October 1996, our stockholders adopted the 1996 Non-Employee Directors'
Stock Option Plan (the "Non-Employee Directors' Plan") which provides for the
grant of options to purchase an aggregate of not more than 100,000 shares of
common stock. In January 2000, our shareholders approved the proposal of the
Board of Directors to increase from 100,000 to 600,000 in the aggregate the
number of options to purchase common stock under the Non-Employee Directors'
Plan.
On November 16, 2006, the Board of Directors of the Company voted to
rescind the Company's 1996 Non-Employee Directors' Stock Option Plan (the
"Non-Employee Directors' Plan"). All options previously granted under the
Non-Employee Directors' Plan continue in full force and effect pursuant to their
terms of grant.
During the fiscal year ended March 31, 2007, no options were granted under
the 1996 Non-Employee Directors' Plan.
The 2004 Stock Option Plan
On March 23, 2004, our stockholders adopted the 2004 Stock Option Plan (the
"2004 Plan") which provides for the grant of up to six hundred thousand
(600,000) shares of the Company's common stock in the form of stock options,
subject to certain adjustments as described in the 2004 Plan.
The purpose of the 2004 Plan is to secure key employees to remain in the
employ of the Company and to encourage such employees to secure or increase on
reasonable terms their common stock ownership in the Corporation. The Company
believes that the 2004 Plan promotes continuity of management and increased
incentive and personal interest in the welfare of the Company.
The 2004 Plan is administered by a committee appointed by the Board of
Directors which consists of at least two but not more than three members of the
Board, one of who shall be a non-employee of the Company. The committee members
currently are Anthony So and Woo Ping Fok. The committee determines the specific
terms of the options granted, including the employees to be granted options
under the plan, the number of shares subject to each option grant, the exercise
price of each option and the option period, subject to the requirement that no
option may be exercisable more than 10 years after the date of grant. The
exercise price of an option may be less than fair market value of the underlying
shares of common stock. No options granted under the plan will be transferable
by the optionee other than by will or the laws of descent and distribution and
each option will be exercisable, during the lifetime of the optionee, only by
the optionee.
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The exercise price of an option granted pursuant to the 2004 Plan may be
paid in cash, by the surrender of options, in common stock, in other property,
including a promissory note from the optionee, or by a combination of the above,
at the discretion of the Committee.
As of March 31, 2007, no shares option had been granted under the Stock
Bonus Plan.
The 2004 Stock Bonus Plan
On September 7, 2004, our stockholders adopted the 2004 Stock Bonus Plan
(the "Stock Bonus Plan") which authorizes the issuance of up to five hundred
thousand (500,000) shares of the Corporation's Common Stock in the form of stock
a stock bonus.
The purpose of this Stock Bonus Plan is to: (i) induce key employees to
remain in the employ of the Corporation, or of any subsidiary of the
Corporation; (ii) encourage such employees to secure or increase their stock
ownership in the Corporation; and (iii) reward employees, non-employee
directors, advisors and consultants for services rendered or to be rendered to
or for the benefit of the Corporation, or any of its subsidiaries. The
Corporation believes that Stock Bonus Plan will promote continuity of management
and increased incentive and personal interest in the welfare of the Corporation.
The Stock Bonus Plan shall be administered by a committee appointed by the
Board of Directors which consists of at least two but not more than three
members of the Board, one of who shall be a non-employee of the Corporation. The
Committee members currently are Anthony So and Woo Ping Fok. The Committee has
the authority, in its sole discretion: (i) to determine the parties to receive
bonus stock, the times when they shall receive such awards, the number of shares
to be issued, and the time, terms and conditions of the issuance of any such
shares; (ii) to construe and interpret the terms of the Stock Bonus Plan; (iii)
to establish, amend and rescind rules and regulations for the administration of
the Stock Bonus Plan; and (iv) to make all other determinations necessary or
advisable for administering the Stock Bonus Plan.
As of March 31, 2007, no shares had been granted under the Stock Bonus
Plan.
CERTAIN TRANSACTIONS
Over the years, the Corporation has provided to and received cash advances
from its officers and directors. In October 1994, the Board of Directors adopted
a policy prohibiting the Corporation from making any loan or advance of money or
property, or guaranteeing the obligation of any directors of the Corporation,
and limiting the Corporation's ability to make such loans, advances or
guarantees to officers of the Corporation or its subsidiaries unless a majority
of independent, disinterested outside directors determine that such loan,
advance or guarantee may reasonably be expected to benefit the Corporation.
Further, all future material affiliated transactions, loans and loan guarantees,
if any, will be made on terms that are no less favorable to the Corporation than
those that are generally available from unaffiliated third parties. The
Corporation has neither provided nor received any cash advances to its officers
or directors since this policy was adopted.
During the fiscal year ended March 31, 2007 we paid Schlueter & Associates,
P.C. an aggregate of $14,571 for legal fees and expenses. Mr. Henry F.
Schlueter, a director, is the Managing Director of Schlueter & Associates, P.C.
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As of March 31, 2007, Bonso Electronics Limited ("BEL"), a wholly-owned
foreign subsidiary of the Company, had paid a deposit of $795,000 with regard to
a potential investment in a hotel in the PRC. Subsequent to this fiscal year
end, Mr. Anthony So, Chairman of Bonso decided to take up BEL's potential
investment and paid BEL the full amount in July 2007. This hotel is now held by
Mr. Anthony So and three third parties.
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PROPOSAL 1
ELECTION OF FIVE (5) PERSONS TO SERVE AS DIRECTORS OF THE CORPORATION
The Corporation's directors are elected annually to serve until the next
annual meeting of shareholders and thereafter until their successors shall have
been elected and qualified. The number of directors presently authorized by the
Articles of Association of the Corporation shall be not less than one (1) nor
more than seven (7).
Unless otherwise directed by Shareholders, the proxy holders named in the
accompanying Proxy will vote all shares represented by Proxies held by them for
the election of the following nominees, all of whom are now members and
constitute the Corporation's Board of Directors. The Corporation is advised that
all nominees have indicated their availability and willingness to serve if
elected. In the event that any nominee becomes unavailable or unable to serve as
a director of the Corporation prior to the voting, the proxy holder will vote
for a substitute nominee in the exercise of his best judgment.
INFORMATION CONCERNING NOMINEES
Anthony So, 64, is the founder of Bonso. He has been our Chairman of the
Board of Directors since July 1988. He was appointed as the Chief Executive
Officer and the President on November 16, 2006. Mr. So received his BSE degree
in civil engineering from National Taiwan University in 1967 and a master's
degree in business administration ("MBA") from the Hong Kong campus of the
University of Hull, Hull, England in 1994. Mr. So has been Chairman of the Hong
Kong GO Association since 1986, and also served as Chairman of the Alumni
Association of National Taiwan University for the 1993-1994 academic years. Mr.
So has served as a trustee of the Chinese University of Hong Kong, New Asia
College since 1994.
Kim Wah Chung, 49, 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.
Woo-Ping Fok, 58, was elected to our Board of Directors on September 21,
1994. Mr. Fok has practiced law in Hong Kong since 1991 and is a Consultant with
Messrs. C.K. Mok & Co.. Mr. Fok's major areas of practice include conveyancing
or real property law, corporations and business law, commercial transactions and
international trade with a special emphasis in China trade matters. Mr. Fok was
admitted to the Canadian Bar as a Barrister & Solicitor in December 1987 and was
a partner in the law firm of Woo & Fok, a Canadian law firm with its head office
in Edmonton, Alberta, Canada. In 1991, Mr. Fok was qualified to practice as a
Solicitor of England & Wales, a Solicitor of Hong Kong and a Barrister &
Solicitor of Australian Capital Territory.
J. Stewart Jackson IV, 71, has been a director since January 10, 2000. From
1962 until its merger with Republic Industries in 1996, Mr. Jackson served in
various management capacities, including president, of Denver Burglar Alarm Co.,
Inc., a business founded by his family. In addition, in the mid-1960's, Mr.
Jackson founded Denver Burglar Alarm Products, a separate company which
invented, patented, manufactured, distributed and installed the first
self-contained ionization smoke detectors and which was later sold to a
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conglomerate manufacturer. After the merger of Denver Burglar Alarm Co., Inc.,
Mr. Jackson founded Jackson Burglar Alarm Co., Inc. Mr. Jackson served as Chief
Executive Officer of Jackson Burglar Alarm Co. from February 1998 to October
2005. Mr. Jackson has served as the Chief Executive Officer of J S J
Corporation. Mr. Jackson served on the advisory board of directors for
Underwriter's Laboratories for burglar and fire alarm systems for 25 years and
has been an officer in the Central Station Protection Association, which, along
with the National Burglar Alarm Association, was formed by his family in the
late 1940's. Mr. Jackson graduated from the University of Colorado in 1962 with
a degree in Business Management and Engineering.
Henry F. Schlueter, 56, 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
five (5) nominees named above as directors of the Corporation.
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, 2008, 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, 2008.
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Fees Paid to the Independent Auditors
Audit Fees
The aggregate fees billed by PricewaterhouseCoopers for professional
services rendered for the audit of the Corporation's annual consolidated
financial statements for the fiscal year ended March 31, 2007 were $261,282 and
for the fiscal year ended March 31, 2006 were $236,538.
Audit Related Fees
There were no fees billed by PricewaterhouseCoopers for professional
services rendered for assurance and related services provided by
PricewaterhouseCoopers that were reasonably related to the performance of the
audit and are not reported above under "Audit Fees" for the fiscal year ended
March 31, 2006 and for the fiscal year ended March 31, 2005.
Tax Fees
The aggregate fees billed by PricewaterhouseCoopers for professional
services rendered for tax compliance for the fiscal year ended March 31, 2007
were $115,000 and for the fiscal year ended March 31, 2006 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, 2008.
GENERAL
Other Matters
The Board of Directors does not know of any matters that are to be
presented at the Annual Meeting other than those stated in the Notice of Annual
Meeting and referred to in this Proxy Statement. If any other matters should
properly come before the Meeting, it is the intention of the proxy holder named
in the accompanying Proxy to vote the shares they represent as the Board of
Directors may recommend. Discretionary authority with respect to such other
matters is expressly granted by the execution of the enclosed Proxy.
By Order of the Board of Directors
Anthony So, Chairman of the Board of Directors
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BONSO ELECTRONICS INTERNATIONAL INC.
ANNUAL MEETING OF SHAREHOLDERS
NOVEMBER 29, 2007
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 November 29,
2007 (the "Annual Meeting"), and hereby appoints Henry F. Schlueter, 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 five (5) persons to serve as
directors of the Corporation until the next annual meeting of
shareholders and thereafter until their successors shall have been
elected and qualified:
Anthony So
FOR /___/ WITHHOLD AUTHORITY FOR /___/
Kim Wah Chung
FOR /___/ WITHHOLD AUTHORITY FOR /___/
Woo Ping Fok
FOR /___/ WITHHOLD AUTHORITY FOR /___/
John Stewart Jackson IV
FOR /___/ WITHHOLD AUTHORITY FOR /___/
Henry F. Schlueter
FOR /___/ WITHHOLD AUTHORITY FOR /___/
2. Ratification of the selection of PricewaterhouseCoopers as the
independent public accountants of the Corporation for the fiscal year
ending March 31, 2008.
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, 2008.
Dated: _____________, 2007 _________________________________
_________________________________
[LABEL]
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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: October 30, 2007 By: /s/ Henry F. Schlueter
------------------------------------
Henry F. Schlueter, Assistant Secretary
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