Filed
by the Registrant
|
þ
|
|
Filed
by a Party other than the Registrant
|
o
|
|
þ
|
No
fee required.
|
|
¨
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|
(1)
|
Title
of each class of securities to which transaction
applies:
|
|
(2)
|
Aggregate
number of securities to which transaction
applies:
|
|
|
|
|
(3)
|
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):
|
|
(4)
|
Proposed
maximum aggregate value of
transaction:
|
|
(5)
|
Total
fee paid:
|
|
¨
|
Fee
paid previously with preliminary
materials:
|
|
¨
|
Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing:
|
|
(1)
|
Amount
previously paid:
|
|
(2)
|
Form,
Schedule or Registration Statement
No.:
|
|
(3)
|
Filing
Party:
|
|
(4)
|
Date
Filed:
|
Sincerely,
|
|
/s/
Liu Yu
|
|
Liu
Yu
|
|
Chairman
of the Board of
Directors
|
|
1.
|
To
elect five (5) directors of the Company to hold office until the 2011
Annual Meeting of Stockholders;
|
|
2.
|
To
approve an amendment to the Company's certificate of incorporation to
implement a reverse stock split of the Company’s issued and outstanding
common stock at an exchange ratio of up to one (1) for thirty
(30).
|
|
3.
|
To
ratify the appointment of Kabani & Company, Inc. as the Company’s
independent auditors for the fiscal year ending December 31, 2010;
and
|
|
4.
|
To
conduct any other business properly brought before the annual meeting or
any adjournment or postponement
thereof.
|
|
·
|
By
Internet. Visit www.proxyvote.com and enter the control
number located on your proxy card.
|
|
·
|
By Touch-Tone
Telephone. Dial the toll-free number found on your
proxy card and follow the simple
instructions.
|
|
·
|
By
Mail. Simply return your executed proxy in the
enclosed postage paid envelope.
|
By
Order Of The Board Of Directors
|
|
/s/
Liu Yu
|
|
Liu
Yu
|
|
Chairman
of the Board of
Directors
|
Name
|
Age
|
Position
With Orsus
|
Served
From
|
|||
Guoji
Liu
|
41
|
Director
and Chief Executive Officer
|
March
2009
|
|||
Liu
Yu
|
42
|
Chairman
of the Board
|
March
2005
|
|||
Naizhong
Che (2)(3)
|
67
|
Director
|
February
2007
|
|||
Guowei
Zhang (1)(2)
|
36
|
Director
|
Nominee
|
|||
Changhui
Guo (1)(3)
|
49
|
Director
|
Nominee
|
|
·
|
A stockholder should not
recognize any gain or loss in the Reverse
Split.
|
|
·
|
A stockholder’s aggregate tax
basis in its shares of post-Reverse Split shares should be equal to its
aggregate tax basis in the pre-Reverse Split shares exchanged
therefor.
|
|
·
|
A stockholder’s holding period
for the post-Reverse Split shares should include the period during which
the pre-Reverse Split shares surrendered in exchange therefor were
held.
|
Audit Committee
|
Nominating/Corporate
Governance Committee
|
Compensation Committee
|
||
Zhixiang
Zhang (Chair)
|
Naizhong
Che (Chair)
|
Naizhong
Che (Chair)
|
||
Peng
Wang
|
Zhixiang
Zhang
|
Peng
Wang
|
Name
|
Fees Earned or
Paid In Cash
(US$’000)
|
Stock
Awards
(US$’000)
|
Option
Awards
(US$’000)
|
All Other
Compensation
(US$’000)
|
Total
(US$’000)
|
|||||||||||||||
GuojiLiu
|
0
|
[N/A
|
N/A
|
N/A
|
N/A
|
|||||||||||||||
Yu
Liu
|
0
|
N/A
|
102
|
(1)
|
N/A
|
102
|
||||||||||||||
Naizhong
Che
|
0
|
N/A
|
N/A
|
N/A
|
0
|
|||||||||||||||
Peng
Wang
|
0
|
N/A
|
N/A
|
N/A
|
0
|
|||||||||||||||
Zhixiang
Zhang
|
0
|
N/A
|
N/A
|
N/A
|
0
|
|||||||||||||||
Jian
Gao (2)
|
0
|
N/A
|
N/A
|
N/A
|
0
|
|
(1)
|
As of December 31, 2009, Yu Liu
had 150,000 option awards outstanding. Therefore, US$102,000 have been
recognized for financial statement reporting purposes in accordance with
FAS 123R for such awards.
|
|
(2)
|
Jian Gao resigned from his
position as a member of the Company’s Board on March 27,
2009.
|
Name
|
Age
|
Position
With Orsus
|
Served
From
|
|||
Guoji
Liu (1)
|
41
|
Director
and Chief Executive Officer
|
March
2009
|
|||
Hua
Chen (2)
|
49
|
Chief
Financial Officer
|
August
2009
|
(1)
|
For
complete biography see page 7.
|
(2)
|
Prior
to his appointment as Chief Financial Officer of the Company, Mr. Hua Chen
was the Acting CFO of Daye Transmedia Co. Ltd., one of the top media
companies in the People’s Republic of China, from May 2008 to April
2009. In addition, from August 2005 to May of 2008 he was the
Vice General Manager of Elight Capital Inc., a financial consulting
company, and from April 1999 to May 2008 he was the Chief Analyst of Genes
Capital Group, which performs assets management and investment
analysis. Mr. Hua Chen entered a one year employment
arrangement with the Company and will receive a base salary compensation
of RMB 30,000 (approximately US$4,390) per month for his position as Chief
Financial Officer of the
Company.
|
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
|
Liu
Yu, Chairman of the Board
|
6,150,000 | 20.56 | % |
|
(1)
|
Unless
otherwise noted, the address is that of the
Company.
|
|
(2)
|
On
[November 2],
2010, 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 12, 2009 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.
|
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
|
Guoji
Liu, Chief Executive Officer and Director
|
— | — | |||||||
Common
|
Liu
Yu, Chairman of the Board
|
6,150,000 | 20.56 | % | ||||||
Common
|
Zhao
Hongwei, Chief Financial Officer
|
— | — | |||||||
Common
|
Naizhong
Che, Director
|
— | — | |||||||
Common
|
Peng
Wang, Director
|
— | — | |||||||
Common
|
Zhixiang
Zhang, Director
|
— | — | |||||||
Common
|
Directors
and executive officers as a group (6 persons)
|
6,150,000 | 20.56 | % |
|
(1)
|
Unless
otherwise noted, the address is that of the
Company.
|
|
(2)
|
On
[November 2],
2010, 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 12, 2009 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.
|
Plan category
|
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
Number of securities remaining
available for future issuance under
equity compensation plans (excluding
securities reflected at left)
|
|||||||||
Equity
compensation plans approved by security holders
|
614,000 |
(1)
|
2.26 |
(1)
|
3,886,000 | |||||||
Equity
compensation plans not approved by security holders
|
None
|
None
|
None
|
|||||||||
Total
|
3,886,000 |
(1)
|
As of December 31, 2009, options
to purchase 614,000 shares of common stock at an exercise price of
US$2.26, the close price on the grant date, April 2, 2008, were issued
under the 2007 Omnibus Long-Term Incentive Plan. As of April 15, 2010,
none of the grantees has executed these stock
options.
|
Name &
Principal
Position
|
Year
|
Salary
(3)
(US$)
|
Bonus
(US$)
|
Stock
Awards
(US$)
|
Option
Awards
(4)
(US$)
|
All Other
Compensation
(US$)
|
Total
(US$)
|
|||||||||||||||||||
Guoji,
Liu
|
2009
|
0
|
N/A
|
N/A
|
0
|
N/A
|
0
|
|||||||||||||||||||
CEO
and director
|
2008
|
0
|
N/A
|
N/A
|
0
|
N/A
|
0
|
|||||||||||||||||||
Hua
Chen
|
2009
|
0
|
N/A
|
N/A
|
0
|
N/A
|
0
|
|||||||||||||||||||
CFO
|
2008
|
0
|
N/A
|
N/A
|
0
|
N/A
|
0
|
|||||||||||||||||||
Prior
CEO -
|
2009
|
18,000
|
N/A
|
N/A
|
0
|
N/A
|
18,000
|
|||||||||||||||||||
Xin
Wang (1)
|
2008
|
71,529
|
N/A
|
N/A
|
177,000
|
N/A
|
248,529
|
|||||||||||||||||||
Prior
CFO -
|
2009
|
30,730
|
N/A
|
N/A
|
0
|
N/A
|
30,730
|
|||||||||||||||||||
Hongwei
Zhao (2)
|
2008
|
56,017
|
N/A
|
N/A
|
94,400
|
N/A
|
150,417
|
|
(1)
|
Mr. Xin Wang resigned from his
positions as Chief Executive Officer and as a member of the Board of the
Company on March 27, 2009. Mr. Guoji Liu was appointed as Chief Executive
Officer of the Company on March 27,
2009.
|
|
(2)
|
Mr. Hongwei Zhao resigned from
his position as Chief Financial Officer of the Company on August 14, 2009.
And Mr. Hua Chen was appointed as Chief Financial Officer on August 14,
2009.
|
|
(3)
|
“Salary” listed above represents
the amount of compensation that each person is owed for the fiscal year
ended December 31, 2009 and December 31,
2008.
|
|
§
|
Mr. Wang Xin received $4,077.39
during the period, deferring $67,451.61 of
compensation.
|
|
|
|
§
|
Mr. Zhao Hongwei received
$27,444.31 during the period, deferring $28.572.69 of
compensation.
|
|
(4)
|
“Option Awards” refer to the
dollar amount recognized for financial statement reporting purposes in
accordance with FAS 123R for options awarded during the reporting
period.
|
Designated
Grantees
|
Shares of Stock
Options
|
Exercise
Price
(US$)
|
Exercisable
Date
|
Expiration
Date
|
|||||||
Xiaolong
Wang
|
96,000 | 2.26 |
July
2, 2008
|
April
2, 2018
|
|||||||
Wei
Wu
|
28,000 | 2.26 |
July
2, 2008
|
April
2, 2018
|
|||||||
Hongyu
Che
|
50,000 | 2.26 |
July
2, 2008
|
April
2, 2018
|
|||||||
Feng
Wan
|
40,000 | 2.26 |
July
2, 2008
|
April
2, 2018
|
|||||||
Shulin
Yang
|
20,000 | 2.26 |
July
2, 2008
|
April
2, 2018
|
|||||||
Hongwei
Zhao (1)
|
80,000 | 2.26 |
July
2, 2008
|
April
2, 2018
|
|||||||
Yu
Liu
|
150,000 | 2.26 |
July
2, 2008
|
April
2, 2018
|
|||||||
Xin
Wang (2)
|
150,000 | 2.26 |
July
2, 2008
|
April
2,
2018
|
|
(1)
|
Mr. Zhao Hongwei resigned from
his position as Chief Financial Officer on August 14,
2009.
|
|
|
|
(2)
|
Mr. Xin Wang resigned from his
positions as Chief Executive Officer and as a member of the Board of the
Company on March 27, 2009.
|
Option awards
|
|||||||||||||||||
Name
|
Number of securities
underlying
unexercised options
(#) [exercisable]
|
Number of securities
underlying unexercised
options
(#) [unexercisable]
|
Equity incentive plan awards:
Number of securities
underlying unexercised
unearned options
(#)
|
Option
exercise
price
(US$’)
|
Option
expiration date
|
||||||||||||
Xin
Wang, CEO (1)
|
150,000
|
0
|
0
|
2.26
|
April
2, 2018
|
||||||||||||
Hongwei
Zhao, CFO (2)
|
80,000
|
0
|
0
|
2.26
|
April
2,
2018
|
|
(1)
|
Mr. Xin Wang resigned from his
positions as Chief Executive Officer and as a member of the Board of the
Company on March 27, 2009.
|
|
(2)
|
Mr. Hongwei Zhao resigned from
his position as Chief Financial Officer on August 14,
2009.
|
Transaction Details
|
||||||||
Transaction Date
|
Shares
|
Price
|
||||||
25-Jun-09
|
60,000
|
$
|
0.7692
|
|||||
26-Jun-09
|
60,000
|
$
|
0.7289
|
|||||
29-Jun-09
|
60,000
|
$
|
0.8140
|
BY
ORDER OF THE BOARD OF DIRECTORS
|
||
/s/ Liu Yu
|
|
|
Liu
Yu
|
||
Chairman
of the Board of
Directors
|
|
Upon
the filing and effectiveness (the "Effective Time") pursuant to the
Delaware General Corporation Law of this Certificate of Amendment to the
Certificate of Incorporation of the Corporation, each[thirty (30)] shares of
Common Stock issued and outstanding immediately prior to the Effective
Time shall, automatically and without any action on the part of the
respective holders thereof, be combined and converted into one (1) share
of Common Stock (the "Reverse Stock Split"). No fractional shares shall be
issued in connection with the Reverse Stock Split. Shares shall be rounded
up to the nearest whole share. Each certificate that immediately prior to
the Effective Time represented shares of Common Stock ("Old
Certificates"), shall thereafter represent that number of shares of Common
Stock into which the shares of Common Stock represented by the Old
Certificate shall have been combined, subject to the rounding up of any
fractional share interests as described
above.
|
|
||
By:
|
||
Title:
|
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 x
|
||
1.
|
ELECTION
OF DIRECTORS.
Guoji
Liu, Liu Yu, Naizhong Che, Guowei Zhang, and Changhui
Guo
|
|
o FOR all nominees, listed above
(except as specified
below).
o WITHHOLD AUTHORITY to vote for
all nominees listed above.
|
2.
|
APPROVAL
OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO IMPLEMENT A REVERSE STOCK
SPLIT OF THE COMPANY’S ISSUED AND OUTSTANDING COMMON STOCK AT AN EXCHANGE
RATIO OF UP TO ONE (1) FOR THIRTY (30), WITH THE FINAL SPLIT RATIO TO BE
DECIDED UPON AT THE SOLE DISCRETION OF MANAGEMENT AND APPROVED BY THE
BOARD.
|
|
oFOR the AMENDMENT
TO THE CERTIFICATE OF
INCORPORATION.
oAGAINST the
AMENDEMENT TO THE CERTIFICATE OF INCORPORATION.
oABSTAIN
|
||
3.
|
RATIFICATION
OF APPOINTMENT OF KABANI & COMPANY, INC. AS THE COMPANY’S INDEPENDENT
PUBLIC ACCOUNTANTS FOR FISCAL YEAR 2010.
|
|
o FOR the ratification of
KABANI &
COMPANY, INC.
o AGAINST the ratification of
KABANI &
COMPANY, INC.
o ABSTAIN
|
Name:
|
|
||
Address:
|
|
Signature
|
|
|
|||
|
Signature
if held
jointly
|
Number of Shares:
|
|
|
1.
|
Election
of Directors:
|
Nominees:
|
Guoji
Liu
|