Attached files
| file | filename |
|---|---|
| 8-K - CHINAVOIP8K - China Intelligence Information Systems Inc. | chinavoip8k06282010.htm |
| EX-10.2 - VOTING RESULTS - China Intelligence Information Systems Inc. | exhibit102.htm |
CHINA
VOIP & DIGITAL TELECOM INC.
11th
Floor No.11 Building, Shuntai Square, No.2000 Shunhua Rd,
High-tech
Industrial Development Zone, Jinan,China 250101
CONSENT
SOLICITATION STATEMENT
Dear
Stockholders:
The board
of directors of China VoIP
& Digital Telecom, Inc. (“we,” “us”, “our,” or “our company”) is soliciting your
consent on behalf of our company to proposals which have been approved by our
board of directors subject to stockholder approval. As discussed in
more detail in this consent solicitation statement, we are asking our
stockholders to approve:
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1.
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An
amendment to the Company’s articles of incorporation changing the name of
the Company to China Intelligence Information Systems
Inc.;
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2.
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The
nomination of 7 directors to our Board of Directors, who will each serve
until our next Annual Meeting of Shareholders or until their successors
has been elected and qualified;
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3.
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The
adoption of the Amended and Restated Articles of Incorporation (“Restated
Articles”) to increase the number of authorized shares of common stock
from seventy-five million (75,000,000) shares to two hundred and fifty
million (250,000,000) shares;
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4.
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The
ratification of the appointment of Kabani & Company Inc. Certified
Public Accountants as our independent registered public accounting firm
for the fiscal year ended December 31,
2010.
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We are
soliciting your approval of these proposals by written consent in lieu of a
meeting of stockholders because our board of directors believes that it is in
the best interests of our company and our stockholders to solicit such approval
in the most cost effective manner. A form of written consent is
enclosed for your use.
We intend
to mail this consent solicitation statement and accompanying form of written
consent on or about May22, 2010. Our board of directors has fixed a
record date of April 19, 2010 (the “Record Date”) for determination of our
stockholders entitled to give written consent.
The
written consent of stockholders representing a majority of the voting power of
our outstanding common stock as of the Record Date is required to approve the
proposals.
Your
consent is important regardless of the number of shares of stock you
hold. Although our board of directors has approved the proposals, the
Proposals require the approval by the vote of stockholders holding a majority of
the voting power of our outstanding common stock as of the Record
Date.
Our
board of directors unanimously recommends that you consent to the
Proposals. We will be authorized to effect the actions described in
the Proposals when we have received consents from stockholders representing a
majority of the voting power of our outstanding common stock. If you
approve the Proposals, please mark the enclosed written consent form to evidence
“CONSENT”, sign and date the written consent form and return to us.
Please
mail or fax the enclosed written consent to us no later than June 21, 2010
at:
China
VoIP & Digital Telecom, Inc.
11th
Floor No.11 Building, Shuntai Square, No.2000 Shunhua Rd,
High-tech
Industrial Development Zone, Jinan,China 250101
Fax:86-531-88876660
THE
CONSENT PROCEDURE
General
As
discussed in more detail in this consent solicitation statement, we are asking
our stockholders to approve the following proposals:
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1.
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An
amendment to the Company’s articles of incorporation changing the name of
the Company to China Intelligence Information Systems
Inc.;
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2.
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The
nomination of 7 directors to our Board of Directors, who will each serve
until our next Annual Meeting of Shareholders or until their successors
has been elected and qualified;
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3.
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The
adoption of the Amended and Restated Articles of Incorporation (“Restated
Articles”) to increase the number of authorized shares of common stock
from seventy-five million (75,000,000) shares to two hundred and fifty
million (250,000,000) shares;
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|
4.
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The
ratification of the appointment of Kabani & Company Inc. Certified
Public Accountants as our independent registered public accounting firm
for the fiscal year ended December 31,
2010.
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Our board
of directors approved the above mentioned proposals on January 28, 2010, the
effectiveness of which is conditioned upon our stockholders’
approval.
Voting;
Record Date; Vote Required
Only
holders of record of our common stock on the Record Date will be entitled to
consent to the Proposals. On the Record Date there were 54,008,000
shares of our common stock, par value $0.001 issued and
outstanding. Each share of our common stock is entitled to one vote
on the Proposals.
The
Proposals will be approved by our stockholders if we receive the written consent
of stockholders representing a majority of the voting power of our outstanding
common stock as of the Record Date. A written consent form that has
been signed, dated and delivered to us with the “CONSENT” box checked will
constitute consent for the Proposals. A written consent form that has
been signed, dated and delivered to us with the “WITHOLD CONSENT” or “ABSTAIN”
boxes checked or without any boxes checked will be counted as a vote against the
Proposals.
Consents,
once dated, signed and delivered to us, will remain effective unless and until
revoked by written notice of revocation dated, signed and delivered to us before
the time that we have received written consent of stockholders representing a
majority of the voting power of our outstanding common stock as of the Record
Date.
Written
consents, a form of which is enclosed, may be delivered to us via facsimile to
86-531-88876660 or mailed to the following address:
China
VoIP & Digital Telecom, Inc.
11th
Floor No.11 Building, Shuntai Square, No.2000 Shunhua Rd,
High-tech
Industrial Development Zone, Jinan,China 250101
Expense
of Consent Solicitation
We will
pay the expenses of soliciting the consents and the cost of preparing,
assembling and mailing material in connection therewith. Copies of
solicitation materials will be furnished to banks, brokerage houses, fiduciaries
and custodians holding in their names shares of our common stock beneficially
owned by others to forward to the beneficial owners. We may reimburse
persons representing beneficial owners of common stock for their costs of
forwarding solicitation materials to the beneficial owners. Original
solicitation of consents by mail may be supplemented by telephone, facsimile,
other approved electronic media or personal solicitation by our directors,
officers and regular employees.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain
information, as of the Record Date, with respect to the beneficial ownership of
the outstanding common stock by (i) any holder of more than five percent, (ii)
each of the Company’s executive officers, directors and director designees, and
(iii) the Company’s executive officers, directors and director designees as a
group.
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Name
of Beneficial Owner (1)
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Number of Shares
Beneficially
Owned
(2)
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Percent
of
Shares
Outstanding
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|||||
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Li
Kunwu
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6,200,000
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11.98%
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||||||
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Wang
Qinghua
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6,200,000
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11.98%
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||||||
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Xu
Yinyi
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2,880,000
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5.56%
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Jiang
Yanli
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200,000
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0.39%
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||||||
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All
directors and executive officers as a group (7 persons)
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15,480,000
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29.91%
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|||||
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(1)
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Unless
otherwise noted, each beneficial owner has the same address as the
Company.
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(2)
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"Beneficial
ownership" includes shares for which an individual, directly or
indirectly, has or shares voting or investment power, or both, and also
includes options that are exercisable within 60 days of February 15,
2010. Unless otherwise indicated, all of the listed persons
have sole voting and investment power over the shares listed opposite
their names. Beneficial ownership as reported in the above
table has been determined in accordance with Rule 13d-3 of the Exchange
Act. Pursuant to the rules of the Securities and Exchange
Commission, referred to in this Information Statement as the SEC, certain
shares of common stock that a beneficial owner has the right to acquire
within 60 days pursuant to the exercise of stock options or warrants are
deemed to be outstanding for the purpose of computing the percentage
ownership of such owner, but are not deemed outstanding for the purpose of
computing the percentage ownership of any other person.
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ACTION
I
AMENDMENT
TO THE ARTICLES OF INCORPORATION OF THE COMPANY TO CHANGE THE NAME OF THE
COMPANY TO CHINA INTELLIGENCE INFORMATION SYSTEMS INC.
On
January 28, 2010, the Company’s board of directors adopted a resolution
declaring it advisable to amend the Company’s articles of incorporation to
change the name of the Company to China Intelligence Information Systems
Inc.
Purpose
of Changing the Name of the Company
In July
2009, the Government of China blocked all Voice-over Internet Protocol (“VoIP”)
services operating in China. Consequently, the Company has
discontinued its VoIP and telecommunications businesses to focus on its
virtualization business.
As a
result of the Government of China blocking all VoIP related services, the
Company’s operations are now focused in the development and promotion of
Virtualization Solutions in China; therefore, the Company’s board of directors
believes that it is in the Company’s best interest to have the Company change
its name to a name that more accurately reflects the business and operations of
the Company.
Effective
Date of the Amendment
If the
Proposal is approved by our stockholders, the name change of the Company will
become effective at the time and date which the board of directors
determines.
Dissenters’
Right of Appraisal
Under
Nevada law and the Company’s articles of incorporation and bylaws, no
stockholder has any right to dissent to the proposed amendment to change the
name of the Company, and no stockholder is entitled to appraisal of or payment
for their shares of Common Stock pursuant to such name change.
Required
Vote
Approval
of the amendment of the Company’s articles of incorporation to change the
Company name requires the affirmative vote of the holders of a majority of the
outstanding shares of common stock. As a result, abstentions and
broker non-votes will have the same effect as negative votes.
Board
of Directors Recommendation
Our board
of directors recommends that our stockholders giver their “CONSENT” to this
Proposal.
ACTION
II
ELECTION
OF DIRECTORS
VOTING
INFORMATION AND NOMINEES FOR ELECTION
Each
director to be elected on the effective date of the written consent executed by
a majority in interest of our Common Stock holds office until the next annual
meeting of stockholders or until his successor is elected and qualified. At
present, our bylaws provide for not less than one director. Currently, we have
seven members serving on our Board of Directors. The bylaws permit the Board of
Directors to fill any vacancy and any such director may serve until the next
annual meeting of shareholders or until his successor is elected and qualified.
Officers are elected by the Board of Directors and their terms of office are,
except to the extent governed by employment contracts, at the discretion of the
Board. There are no family relations among any of our executive officers or
directors. Our officers devote all required business time to our
operations.
The
Registrant defines the Independence of Directors using the definition of
independent director contained under Rule 4200 (a)(15) of the National
Association of Securities Dealers. As such, the Registrant has
determined that Kan Kaili is the independent directors as defined by Rule 4200
(a)(15) of the National Association of Securities Dealers.
None of
the director nominees or executive officers of the Registrant have been involved
in the past 10 years in any legal proceedings that are material to an evaluation
of their ability or integrity as otherwise required to be disclosed pursuant to
Item 401 of Regulation S-K.
Directors
are elected by a plurality of the votes cast, in person or represented by proxy.
Holders of a majority in interest of our outstanding Common Stock have executed
a written consent electing each of the director nominees as directors. We have
no reason to believe that any nominee will be unable to serve.
DIRECTORS
AND EXECUTIVE OFFICERS
BACKGROUND
OF EXECUTIVE OFFICERS AND DIRECTOR
Li
Kunwu : Chairman
of the Board, President and CEO
Mr. Li
has been President, CEO and Chairman of China VoIP & Digital Telecom since
2002. Prior to that, Mr. Li was the Financial Director of one of the largest
state-owned enterprises in China for over 10 years. Mr. Li is a CPA in the PRC,
with experience serving as a Financial Controller in large-scale state-owned
enterprises for more than fifteen years. He holds degrees in economics,
management/finance, and accounting from Shandong University.
Mr. Li’s
background as Financial Manager and CPA in the People Republic of China makes
him an ideal candidate to lead this Company in the execution of its business
plan. As a financial expert, Mr. Li understands the needs for strong
financial controls and financial management in building strong
companies.
Wang
Qinghua: Director & General Manager of Jinan Yinquan
Mr. Wang
has been the Managing Director and Chief Technology Officer of the Company since
August 2001. He is also the key founder of the Jinan Yinquan a
wholly-owned subsidiary of China VoIP & Digital Telecom. Mr. Wang is
an expert in the areas of software, system integration, network communication,
and project management. Prior to foundation of the Company, Mr. Wang
severed as a CEO of Shandong Meigao Electronics Project Co., Ltd. Mr. Wang also
served as Vice President, Senior Engineer and other positions in other IT
companies.
Mr.
Wang’s strong technical background and executive management experience makes him
a strong and valuable candidate as Director of the Company.
Dong
Shile : Director & General Manager of BPUT
Mr. Shile
Dong, has been a director of China VoIP & Digital Telecom since May 2008.
Prior to BPUT, a wholly owned subsidiary of the Registrant, Mr. Dong
served as Project Manager of Siemens (China) Ltd. from 2001 to 2004. He
also has working experience as an Engineer in Canada Perspective Technologies
Co., Ltd. and China Storage and Transport Group. Mr. Dong holds a master degree
in economics from Peking University where he graduated in 2005.
Mr.
Dong’s strong educational background as well as technical experience makes him a
strong candidate to sit on the Company’s board. His skill set can
contribute greatly to the growth of the Company.
Qi
Dawei : Director & CTO
Mr. Qi
Dawei serves as a Director and CTO of China VoIP & Digital Telecom Inc.
since May 2008. From 2006 to 2007, Mr. Qi served as Human Resource Director of
Beijing Meiji Branch of Nestle China. He was also a Data Analyst of System
Architecture Development in Microsoft Australia. Mr Qi graduated from La
Trobe University, Australia with three bachelor degrees in Artificial
Intelligence, Public Relations and General Psychology in 2005.
Mr. Qi’s
strong background in VMware products makes him a valuable asset for the
Company’s board as it transitions from a VoIP service provider to an industry
leader in the implementation of virtualization solutions.
Kan
Kaili : Independent Director
Professor
Kan has been a director with the Registrant since August 2007. Professor Kan
earned a Doctorate degree from Stanford University, currently serves as the
Professor of Beijing University of Posts and Telecommunications. He is a
director of China's Information Industry Policy and Development Institute and
Commissioner of the Advisory Commission for China's Telecommunications
Act. He formally served as a strategy consultant on
telecommunications policies and development of the World Bank. His
primary areas of concentration are policies of telecommunications and the
information industry as well as business management strategy.
Professor
Kan’s educational background as well and his experience in developing strategies
that can be implemented nationwide make him a strong candidate to sit on the
Company’s board of directors.
Xu
Yinyi: Director
Mr. Xu
has served as the Director of the Company since November 2004. He is
currently the Chairman and CEO of Shanghai Nanzheng Industry Co. Ltd. He
was the CEO of China Southern Security Corporation Qingdao Branch. Prior
to that, he served as CEO of Shandong Luye Group Ltd. He also served as
the Chief Representative of Foreign Trade Section of Jinan Government in
Shanghai.
Mr. Xu’s
experience a corporate executive makes him a valuable asset to the Company as it
continues its transition to an industry leader in the virtualization
industry.
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Jiang
Yanli : Director
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Mr. Jiang
has served as Director of the Company since August 2004. He is also
the only member of the audit committee of the Company. Mr Jiang has a master's
degree in finance management and consultation with more than twenty years of
experience. He is currently serving for numerous state and private owned
organizations including the commissioner of CPPCC Shandong Province, the
vice-chairman of China International Commercial Chamber Qingdao Chamber,
executive commissioner of Qingdao Industry & Commerce League, vice-president
of Qingdao Professional Manager Association and vice-chairman of Qingdao
Internal Audit Association . In 2005, Mr Jiang was honored with the “100
Faithful Stars of China Economy” award for his service to China and its economy.
Mr. Jiang has published more than 40 economic and financial thesis and has
written articles for newspapers and magazines, including the state, provincial
and civic.
Mr.
Jiang’s experience in financial management make him a strong candidate to serve
on the Company’s board of directors.
No
bankruptcy petition has been filed by or against any business of which such
person was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that time.
No
director or nominee has been convicted in a criminal proceeding and is not
subject to a pending criminal proceeding (excluding traffic violations and other
minor offenses).
No
director or nominee has been subject to any order, judgment, or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or
otherwise limiting his involvement in any type of business, securities or
banking activities.
No
director or nominee has been found by a court of competent jurisdiction (in a
civil action), the Commission or the Commodity Futures Trading Commission to
have violated a federal or state securities or commodities law, that has not
been reversed, suspended, or vacated.
Each of
the individuals nominated as director comes with either a technology background
or a financial background. All of our nominees have strong education
backgrounds. The Company believes that the combination of education
and professional experience of each of these individuals qualifies them to act
effectively as a member of our board of directors.
Executive
Compensation
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SUMMARY
COMPENSATION TABLE
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||||||||||
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Long
Term Compensation
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Annual
Compensation
|
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Awards
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Payouts
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||||
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Name
and Principal Position
|
Year
|
Salary
|
Bonus
|
Other
|
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Restricted
Stock Awards
|
Securities
Underlying Options/ SAR
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LTIP
Payouts
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All
other compensation
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Li
Kunwu
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2009
|
$35,000
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-
|
-
|
|
-
|
-
|
|
-
|
-
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|
CEO
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2008
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$15,000
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-
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-
|
|
-
|
-
|
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-
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-
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|
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2007
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$15,000
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-
|
-
|
|
-
|
-
|
|
-
|
-
|
|
|
|
|
|
|
|
|
|
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||
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Wang
Qinghua
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2009
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$30,000
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-
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-
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-
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-
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-
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-
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GM
of Yinquan
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2008
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$14,000
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-
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-
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-
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-
|
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-
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-
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2007
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$14,000
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-
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-
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|
-
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-
|
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-
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-
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|
|
|
|
|
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||
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Dong
Shile
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2009
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$30,000
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-
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-
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-
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-
|
|
-
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-
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GM
of BPUT
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2008
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$14,000
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-
|
-
|
|
-
|
-
|
|
-
|
-
|
|
|
|
|
|
|
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||
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Qi
Dawei
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2009
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$30,000
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-
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-
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-
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-
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-
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-
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CTO
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2008
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$14,000
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-
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-
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-
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-
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-
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-
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Directors
Compensation
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Name
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Fees Earned or
Paid in Cash ($)
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Stock Awards
($)
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Option Awards
($)
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Non-Equity
Incentive Plan
Compensation
($)
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All Other
Compensation
($)
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Total ($)
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||||||||||||||||||
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Li
Kunwu
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0
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-
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-
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-
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-
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0
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||||||||||||||||||
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Kan
Kaili
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0
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-
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-
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-
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-
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0
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||||||||||||||||||
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Wang
Qinghua
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0
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-
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-
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-
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-
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0
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||||||||||||||||||
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Xu
Yinyi
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0
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-
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-
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-
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-
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0
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||||||||||||||||||
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Jiang
Yanli
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0
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-
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-
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-
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-
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0
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||||||||||||||||||
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Dong
Shile
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0
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0
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||||||||||||||||||||||
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Qi
Dawei
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0
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0
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||||||||||||||||||||||
Employment
Agreements
The
Company executed a labor contract with Mr. Li Kunwu for a term of 5 years.
Specifically, the contract was effective January 3, 2007 and expires on January
2, 2012. The annual salary is $35,000.
The
Company executed a labor contract with Mr. Wang Qinhua for a term of 5 years.
Specifically, the contract was effective June 1, 2006 and expires on May 31,
2011. The annual salary is $30,000.
The
Company executed a labor contract with Mr. Dong Shile for a term of 5 years.
Specifically, the contract was effective May 18, 2008 and expires on May 17,
2013. The annual salary is $30,000.
The
Company executed a labor contract with Mr. Qi Dawei for a term of 5 years.
Specifically, the contract was effective May 18, 2008 and expires on May 17,
2013. The annual salary is $30,000.
The
Company does not compensate its independent directors.
Nominating
Process
The
Company’s board of directors does not have a formal nominating
committee. Therefore, the Company depends on the members of its board
of directors to identify potential candidates to sit on its
board. Furthermore, the board does not have a formal nominating
policy in place to consider diversity among its board nominees.
Board
Leadership Structure
Mr. Li
Kunwu serves as the Company’s Chairman of the board as well as its Principal
Executive Officer. The Company believes that this structure is appropriate for
the current size of its operations. Mr. Li is uniquely situated as
Chairman and Principal Executive Office to provide the strategic vision for the
Company. The Company has one Independent director, Kan
Kaili. Mr. Kan does not have any specific tasks as an independent
director.
All
members of the Company’s board of directors participate in executing the
strategic vision of the Company by regularly communicating with each other and
seeking strategic opportunities for growth. The Company believes that
this leadership structure is appropriate for a Company of its size.
Board
of Directors Recommendation
Our board
of directors recommends that our stockholders giver their “CONSENT” to this
Proposal
ACTION
III
TO AMEND
OUR ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF
COMMON STOCK FROM 75,000,000 TO 250,000,000
|
RESTATED
ARTICLES OF INCORPORATION
|
GENERAL
The
Company's current Articles of Incorporation provides for an authorized
capitalization consisting of 75,000,000 shares of common stock, $.001 par value
per share, and 0 shares of preferred stock, $.001 par value per share. As of
April 19, 2010, there were 54,008,000 shares of Common Stock outstanding.
VOTE
REQUIRED; MANNER OF APPROVAL
Approval
to amend and restate the current Articles of Incorporation of the Company under
the Nevada Revised Statutes (“NRS”) requires the affirmative vote of the holders
of a majority of the voting power of the Company. The Company only has common
classes of voting stock outstanding.
Section
78.320 of the NRS provides in substance that, unless the Company’s Articles of
Incorporation provides otherwise, shareholders may take action without a meeting
of shareholders and without prior notice if a consent or consents in writing,
setting forth the action so taken, is signed by the holders of outstanding
voting stock holding not less than the minimum number of votes that would be
necessary to approve such action at a shareholders meeting. Under the applicable
provisions of the NRS, this action is effective when written consents from
holders of record of a majority of the outstanding shares of voting stock are
executed and delivered to the Company.
The
Restated Articles of Incorporation will become effective upon receipt of the
affirmative vote of at least a majority of the outstanding shares has been
obtained. Upon receipt of the affirmative vote of at least a majority
of the outstanding shares, the board of directors will file the Restated
Articles of Incorporation with the State of Nevada no later than June 30,
2010.
PURPOSES
AND EFFECT OF THE CHANGES
Background
The
procedure and requirements to effect an amendment to the articles of
incorporation of a Nevada corporation are set forth in Section 78.390 of the
Nevada Revised Statutes, which provides that proposed amendments must first be
adopted by the Board of Directors and then submitted to shareholders for their
consideration at an annual meeting or a special meeting and must be approved by
a majority of the outstanding voting securities.
Our Board
of Directors has unanimously adopted and the Consenting Shareholders have
approved an amendment to China VoIP & Digital Telecom’s Articles of
Incorporation to increase the authorized shares of Common Stock from 75,000,000
shares to 250,000,000 shares.
Current
Number of Authorized Common Shares and Shares Required to be
Reserved
As of the
Record Date, 54,008,000 shares of Common Stock were outstanding.
There is
no issued and outstanding share of Preferred Stock.
Number of
shares issued and authorized prior to the proposed increase
Issued
and
outstanding 54,008,000
Number of
shares
authorized 75,000,000
Number of
shares issued and authorized after the proposed increase
Issued
and
outstanding 54,008,000
Number of
shares
authorized 250,000,000
There are
currently no shares that are reserved for issuance.
Number of
unreserved shares available for issuance prior to the proposed increase:
20,992,000.
Number of
unreserved shares available for issuance after the proposed increase:
195,992,000.
Reasons
for Authorizing Additional Shares of Common Stock
By
increasing our authorized shares of Common Stock, we will have more than a
sufficient number of shares of stock available for future actions, including
future fund-raising activities or acquisitions.
There are
no current arrangements to issue additional shares of common stock and no
acquisitions that are currently planned.
Increasing
our number of authorized shares of Common Stock will also allow our Board
flexibility to act promptly in issuing stock to meet our future business needs,
which may include:
|
·
|
Paying
existing creditors,
|
|
·
|
Financing
transactions to improve our financial and business
position,
|
|
·
|
Stock
splits or stock dividends,
|
|
·
|
Acquisitions
and mergers,
|
|
·
|
Recruiting
employees and executives,
|
|
·
|
Employee
benefit plans, and
|
|
·
|
Other
proper business purposes.
|
However,
we cannot make any assurances, nor can the Board predict, what effect, if any,
the proposed increase in the number of authorized shares of Common Stock will
have on the market price of our Common Stock.
If
additional shares are readily available, our Board of Directors will be able to
act quickly without spending the time and incurring the expense of soliciting
proxies and holding additional shareholders' meetings. The Board, however, may
issue additional shares of Common Stock and Preferred Stock without action on
the part of the shareholders only if the action is permissible under Nevada law,
and only if the rules of the exchange on which the Common Stock is listed permit
those issuances.
Moreover,
the additional authorized shares of Common Stock may be used to discourage
persons from attempting to gain control of China VoIP & Digital Telecom,
Inc. by diluting the voting power of shares then outstanding or increasing the
voting power of persons who would support the Board of Directors in opposing a
takeover bid or a solicitation in opposition to management. These shares could
also be used by the Board of Directors in a public or a private sale, merger or
similar transaction by increasing the number of outstanding shares and thereby
diluting the equity interest and voting power of a party attempting to obtain
control of China VoIP & Digital Telecom, Inc. We are not
currently aware of any effort to obtain control of China VoIP & Digital
Telecom, Inc. and have no plans to use the new shares for purposes of
discouraging any such effort. Issuing any additional shares of our Common Stock
or possibly our Preferred Stock would dilute our current shareholders' interests
in China VoIP & Digital Telecom, Inc.
An
Overview of Our Common Stock
The
following summarizes the rights of holders of our Common Stock:
|
·
|
Each
holder of shares of Common Stock is entitled to one vote per share on all
matters to be voted on by our Shareholders generally, including the
election of directors;
|
|
·
|
There
are no cumulative voting rights;
|
|
·
|
The
holders of our Common Stock are entitled to dividends and other
distributions as may be declared from time to time by the Board of
Directors out of funds legally available for that purpose, if
any;
|
|
·
|
upon
our liquidation, dissolution or winding up, the holders of shares of
Common Stock would be entitled to share ratably in the distribution of all
of our assets remaining available for distribution after satisfaction of
all our liabilities and the payment of the liquidation preference of any
outstanding preferred stock; and
|
|
·
|
The
holders of Common Stock have no preemptive or other subscription rights to
purchase shares of our stock, and are not entitled to the benefits of any
redemption or sinking fund
provisions.
|
What
are the Effects on China VoIP & Digital Telecom Inc. Shareholders With
Regard to this Amendment Change?
It will
not be necessary for you to surrender your share certificates upon approval of
the proposed increase in the number of authorized shares. Rather, when share
certificates are presented for transfer or other reasons, new share certificates
bearing the new amount of authorized shares will be set on the
certificates.
Board
of Directors Recommendation
Our board
of directors recommends that our stockholders giver their “CONSENT” to this
Proposal
ACTION
IV
TO RATIFY
OUR APPOINTMENT OF KABANI & COMPANY INC. CERTIFIED PUBLIC ACCOUNTANTS AS OUR
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
Our Board
of Directors has selected Kabani & Company Inc. Certified Public Accountants
to serve as our independent registered public accountants for the fiscal year
ending December 31, 2010 and recommends that our Shareholders vote for to ratify
their appointment.
Our Board
of Directors approves appointing our auditors annually and subsequently submits
ratifying the selection of Kabani & Company Inc. Certified Public
Accountants as our independent registered public accountants for the fiscal year
ending December 31, 2010.
Audit
Fees
The
aggregate fees billed for professional services rendered by the Company’s
principal accountant for the audit of the Company’s annual financial statements
for the fiscal years ended December 31, 2009 and 2008 were $52,000 and $63,000
respectively.
Audit
Related Fees
The
Company incurred no fees during the last two fiscal years for assurance and
related services by the Company’s principal accountant that were reasonably
related to the performance of the audit of the Company’s financial
statements.
Tax
Fees
The
Company incurred no fees during the last two fiscal years for professional
services rendered by the Company’s principal accountant for tax compliance, tax
advice and tax planning.
All Other
Fees
The
Company incurred no other fees during the last two fiscal years ended December
31, 2009 and 2008.
As the
Company is soliciting consents in lieu of a meeting, representatives of the
independent registered public accountants will not be available to make a
statement or answer questions.
Board
of Directors Recommendation
Our board
of directors recommends that our stockholders giver their “CONSENT” to this
Proposal
TRANSACTIONS
WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS
Other
than as described below, for the fiscal year ended December 31, 2009, there were
no transactions with related persons required to be disclosed in this
Information Statement.
PROPOSALS
BY SECURITY HOLDERS
No
security holder has requested the Company to include any additional proposals in
this Information Statement.
INTEREST
OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
No
officer, director or director nominee of the Company has any substantial
interest in the matters to be acted upon, other than his role as an officer,
director or director nominee of the Company. No director of the
Company has informed the Company that he intends to oppose the proposed actions
to be taken by the Company as set forth in this Information
Statement.
ADDITIONAL
INFORMATION
The
Company files reports with the Securities and Exchange Commission (the
“SEC”). These reports include annual and quarterly reports, as well
as other information the Company is required to file pursuant to securities
laws. You may read and copy materials the Company files with the SEC
at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C.
20549. You may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The SEC
maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC at http://www.sec.gov.
DELIVERY
OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
The
Company shall deliver promptly, upon written or oral request, a separate copy of
the Information Statement to a security holder at a shared address to which a
single copy of the document was delivered. A security holder can
notify the Company that the security holder wishes to receive a separate copy of
the Information Statement by sending a written request to the Company at 11th
Floor No.11 Building, Shuntai Square, No.2000 Shunhua Rd, High-tech Industrial
Development Zone, Jinan,China 250101, or by calling the Company at
86-531-55585742. A security holder may utilize the same address and
telephone number to request either separate copies or a single copy for a single
address for all future information statements, proxy statements and annual
reports.
BY ORDER OF THE BOARD OF
DIRECTORS
/s/ Li
Kunwu
Name: Li Kunwu
Title: President and Chief Executive
Officer
May 20,
2010
WRITTEN
CONSENT SOLICITED
ON
BEHALF OF THE BOARD OF DIRECTORS
OF
CHINA VOIP & DIGITAL TELECOM, INC.
THIS
CONSENT IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS, WHEN PROPERLY
EXECUTED, THIS CONSENT WILL BE VOTED AS DESIGNATED BY THE
UNDERSIGNED
The
undersigned, without the formality of convening a meeting, does hereby consent
with respect to all of shares of common stock of China VoIP & Digital
Telecom held by the undersigned to the adoption of the proposal set forth
below:
PROPOSAL
I - AN AMENDMENT TO THE COMPANY’S ARTICLES OF INCORPORATION CHANGING THE NAME OF
THE COMPANY TO CHINA INTELLIGENCE INFORMATION SYSTEMS INC..
[MARK
ONLY ONE OF THE FOLLOWING THREE BOXES]
[ ]
CONSENT/FOR
[ ]
WITHOLD CONSENT/ AGAINST
[ ]
ABSTAIN
PROPOSAL
II – ELECTION OF DIRECTORS
[MARK
ONLY ONE OF THE THREE BOXES FOR EACH CANDIDATE]
Li
Kunwu [ ]
CONSENT/FOR
[ ] WITHOLD
CONSENT/AGAINST
[ ]
ABSTAIN
Wang
Qinghua [ ]CONSENT/FOR
[ ]WITHOLD
CONSENT/AGAINST
[ ]ABSTAIN
Dong
Shile [ ]CONSENT/FOR
[ ]WITHOLD
CONSENT/AGAINST
[ ]ABSTAIN
Qi
Dawei [ ]CONSENT/FOR
[ ]WITHOLD
CONSENT/AGAINST
[ ]ABSTAIN
Kan
Kaili [ ]CONSENT/FOR
[ ]WITHOLD
CONSENT/AGAINST
[ ]ABSTAIN
Xu
Yinyi [ ]CONSENT/FOR
[ ]WITHOLD CONSENT
/AGAINST
[ ]ABSTAIN
Jiang
Yanli [ ]CONSENT/FOR
[ ]WITHOLD
CONSENT/AGAINST
[ ]ABSTAIN
PROPOSAL
III - TO AMEND OUR ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK FROM 75,000,000 TO 250,000,000
[MARK
ONLY ONE OF THE FOLLOWING THREE BOXES]
[ ]
CONSENT/FOR
[ ]
WITHOLD CONSENT/ AGAINST
[ ]
ABSTAIN
PROPOSAL
IV - TO RATIFY OUR APPOINTMENT OF KABANI & COMPANY INC. CERTIFIED PUBLIC
ACCOUNTANTS AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
[MARK
ONLY ONE OF THE FOLLOWING THREE BOXES]
[ ]
CONSENT/FOR
[ ]
WITHOLD CONSENT/ AGAINST
[ ]
ABSTAIN
The
undersigned represents that the undersigned owns the following number of shares
of common stock of China VoIP & Digital Telecom, Inc. (please insert
number):__________________________.
Please
sign exactly as the name or names appear on your stock
certificate(s). If the shares are issued in the names of two or more
persons, all such persons should sign the consent form. A consent
executed by a corporation should be signed in its name by its authorized
officers. Executors, administrators, trustees and partners should
indicate their titles when signing.
Date: ______________________________
Stockholder
Name
(printed): ______________________________
Signature: ______________________________
Title (if
applicable): ______________________________
Signature
(if held
jointly): ______________________________
Title (if
applicable): ______________________________
IMPORTANT:
PLEASE COMPLETE, SIGN AND DATE YOUR WRITTEN CONSENT PROMPTLY AND FAX IT TO
__________________ OR RETURN IT TO:
CHINA
VOIP & DIGITAL TELECOM INC.
11th
Floor No.11 Building, Shuntai Square, No.2000 Shunhua Rd,
High-tech
Industrial Development Zone, Jinan,China 250101