SCHEDULE 14A
INFORMATION REQUIRED IN A PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [ X ]
Filed by a Party other than
the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[ ]
Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ]
Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
TRANSAKT LTD.
(Name of
Registrant as Specified in Its Charter)
Not Applicable
(Name of Person(s) Filing Proxy
Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction
applies: N/A
(2) Aggregate number of securities to which transaction
applies: N/A
(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): N/A
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total fee paid: N/A
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee if 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: N/A
(2) Form, Schedule or Registration Statement No.: N/A
(3) Filing Party: N/A
(4) Date Filed: N/A
TRANSAKT LTD. |
Unit 8, 3/F., Wah Yiu Industrial Centre, 30-32 Au Pui
Wan Street, Fo Tan |
N.T. Hong Kong |
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NOTICE OF ANNUAL AND SPECIAL MEETING OF
STOCKHOLDERS |
TO BE HELD ON APRIL 1, 2016, at 10:00 AM (Pacific
Daylight Time) |
NOTICE IS HEREBY GIVEN that TransAKT Ltd., a Nevada
corporation, will hold an Annual and Special meeting of stockholders on Friday,
April 1, 2016, at 10:00 AM (CST/local time) at Conference room no.5, 6/F Taiwan
Railways Administration MOTC, No. 3 Beiping W Road, Zhongzheng District, Taipei
City, Taiwan (the Meeting). The Meeting is being held for the following
purposes:
1. |
to approve a reverse stock split of our issued and
outstanding shares on the basis of up to 20 old shares for 1 new share, to
be implemented at the discretion of the Board of Directors by April 1,
2017 (the Reverse Stock Split); no fractional shares will be
issued in connection with the Reverse Stock Split, in the case of a
fractional share, the fractional share will be rounded up; |
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2. |
to elect Ho Kang-Wing, He Jiaxian, He Jingtian, and Tam
Yuk-Ching as Directors to serve our company for the ensuing year and until
their successors are elected; |
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3. |
to ratify the appointment of AWC (CPA) Ltd. as our independent registered public accounting firm for the fiscal year ended December 31, 2015 and to allow Directors to set the remuneration; and |
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4. |
to transact such other business as may properly come
before the Meeting or any adjournment or postponement
thereof. |
Our board of directors recommends that you vote for each
of the nominees and vote for each proposal.
Our board has fixed the close of business on February 29, 2016
as the record date for determining the stockholders entitled to notice of, and
to vote at, the Meeting or any adjournment or postponement of the Meeting. At
the Meeting, each holder of record of shares of common stock, $0.001 par value
per share, will be entitled to one vote per share of common stock held on each
matter properly brought before the Meeting.
THE VOTE OF EACH STOCKHOLDER IS IMPORTANT. YOU CAN VOTE YOUR
SHARES BY ATTENDING THE MEETING OR BY COMPLETING AND RETURNING THE PROXY CARD
SENT TO YOU. PLEASE SUBMIT A PROXY AS SOON AS POSSIBLE SO THAT YOUR SHARES CAN
BE VOTED AT THE MEETING IN ACCORDANCE WITH YOUR INSTRUCTIONS. FOR SPECIFIC
INSTRUCTIONS ON VOTING, PLEASE REFER TO THE INSTRUCTIONS ON THE PROXY CARD OR
THE INFORMATION FORWARDED BY YOUR BROKER, BANK OR OTHER HOLDER OF RECORD. EVEN
IF YOU HAVE VOTED YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE
MEETING. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A
BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE IN PERSON AT THE MEETING, YOU
MUST OBTAIN FROM SUCH BROKER, BANK OR OTHER NOMINEE, A PROXY ISSUED IN YOUR
NAME.
Dated: February 18, 2016.
By Order of the Board of Directors,
/s/Ho Kang-Wing |
Ho Kang-Wing President and Director |
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IMPORTANT: Please complete, date, sign and promptly
return the enclosed proxy card in the prepaid envelope (if mailing within the
United States) to ensure that your shares will be represented. If you attend the
meeting, you may choose to vote in person even if you have previously sent in
your proxy card.
TRANSAKT LTD. |
Unit 8, 3/F., Wah Yiu Industrial Centre, 30-32 Au Pui
Wan Street, Fo Tan |
N.T. Hong Kong |
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Proxy Statement for the Annual and Special Meeting of
Stockholders |
The enclosed proxy is solicited on behalf of our Board of
Directors (the Board) for use at the Annual and Special Meeting of
Stockholders (the Meeting) to be held on April 1, 2016 at 10:00 AM
(CST/local time) at Conference room no.5, 6/F Taiwan Railways Administration
MOTC, No. 3 Beiping W Road, Zhongzheng District, Taipei City, Taiwan., or at any
continuation, postponement or adjournment thereof, for the purposes discussed in
this proxy statement and in the accompanying Notice of Annual and Special
Meeting and any business properly brought before the Meeting. Proxies are
solicited to give all stockholders of record an opportunity to vote on matters
properly presented at the Meeting. We intend to mail this proxy statement and
accompanying proxy card on or about March 7, 2016 to all stockholders entitled
to vote at the Meeting who have not consented to electronic delivery of
materials. Stockholders entitled to vote at the Meeting who have consented to
electronic delivery will instead receive materials electronically.
Unless the context requires otherwise, references to we, us
our and our company refer to TransAKT Ltd.
What items will be voted at the meeting?
Our stockholders will vote:
1. |
the approval of a reverse stock split of our issued and
outstanding shares on the basis of up to 20 old shares for 1 new share, to
be implemented at the discretion of the Board of Directors by November 9,
2016 (the Reverse Stock Split); no fractional shares will be
issued in connection with the Reverse Stock Split, in the case of a
fractional share, the fractional share will be rounded up, and no current shareholder shall have less than one share, after effectiveness of the consolidation; |
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2. |
to elect Ho Kang-Wing, He Jiaxian, He Jingtian, and Tam
Yuk-Ching as Directors to serve our company for the ensuing year and until
their successors are elected; |
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3. |
to ratify the appointment of AWC(CPA) Ltd.as our independent registered public accounting firm for the fiscal year ended December 31, 2015, and to allow the Directors to set the remuneration; and
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4. |
to transact such other business as may properly come
before the Meeting or any adjournment of postponement
thereof. |
We urge you to carefully read and consider the information
contained in this proxy statement. We request that you cast your vote on each of
the proposals described in this proxy statement. You are invited to attend the
Meeting, but you do not need to attend the Meeting in person to vote your
shares. Even if you do not plan to attend the Meeting, please vote by proxy by
following instructions provided in the proxy card.
Who Can Vote
You are entitled to vote if you were a holder of record of
shares of our common stock, $0.001 par value per share (the Common
Stock) as of the close of business on February 29, 2016 (the Record
Date). Your shares can be voted at the Meeting only if you are present in
person or represented by a valid proxy.
Shares Outstanding and Quorum
Holders of record of Common Stock at the close of business on
the Record Date will be entitled to receive notice of and vote at the Meeting.
At the Meeting, each of the shares of Common Stock represented will be entitled
to one (1) vote on each matter properly brought before the Meeting. As of
February 18, 2016, there were 613,447,306 shares of Common
Stock issued and outstanding.
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In order to carry on the business of the Meeting, we must have
a quorum. Under our bylaws, a quorum is a majority of issued and outstanding
entitled to vote, represented in person or by proxy.
Proxy Card and Revocation of Proxy
In voting, please specify your choices by marking the
appropriate spaces on the enclosed proxy card, signing and dating the proxy card
and returning it in the accompanying envelope. If no directions are given and
the signed proxy is returned, the proxy holders will vote the shares in favor of
Proposal 1, at their discretion, on any other matters that may properly come
before the Meeting. The Board knows of no other business that will be presented
for consideration at the Meeting. In addition, since no stockholder proposals or
nominations were received by us on a timely basis, no such matters may be
brought at the Meeting.
Any stockholder giving a proxy has the power to revoke the
proxy at any time before the proxy is voted. In addition to revocation in any
other manner permitted by law, a proxy may be revoked by an instrument in
writing executed by the stockholder or by his attorney authorized in writing,
or, if the stockholder is a corporation, under its corporate seal or by an
officer or attorney thereof duly authorized, and deposited at the offices of our
transfer agent, Transfer Online, Inc., 512 SE Salmon St., Portland, OR 97214
(Telephone: (503) 227-2950), at any time up to and including the last business
day preceding the day of the Meeting, or any adjournment thereof, or with the
chairman of the Meeting on the day of the Meeting. Attendance at the Meeting
will not in and of itself constitute revocation of a proxy.
Voting of Shares
Stockholders of record on February 29, 2016 record date are
entitled to one (1) vote for each share of Common Stock held on all matters to
be voted upon at the Meeting. You may vote in person or by completing and
mailing the enclosed proxy card. All shares entitled to vote and represented by
properly executed proxies received before the polls are closed at the Meeting,
and not revoked or superseded, will be voted at the Meeting in accordance with
the instructions indicated on those proxies.
ADVICE TO BENEFICIAL HOLDERS OF SHARES OF COMMON STOCK
THE INFORMATION SET FORTH IN THIS SECTION IS OF SIGNIFICANT
IMPORTANCE TO MANY STOCKHOLDERS OF OUR COMPANY, AS A SUBSTANTIAL NUMBER OF
STOCKHOLDERS DO NOT HOLD SHARES IN THEIR OWN NAME.
Stockholders who do not hold their shares in their own name
(referred to in this Proxy Statement as beneficial stockholders) should note
that only proxies deposited by stockholders whose names appear on the records of
our company as the registered holders of shares of common stock can be
recognized and acted upon at our annual and special meeting. If shares of common
stock are listed in an account statement provided to a stockholder by a broker,
then in almost all cases those shares of common stock will not be registered in
the stockholders name on the records of our company. Such shares of common
stock will more likely be registered under the names of the stockholders broker
or an agent of that broker. In the United States, the vast majority of such
shares are registered under the name of Cede & Co. as nominee for The
Depository Trust Company (which acts as depository for many U.S. brokerage firms
and custodian banks), and in Canada, under the name of CDS & Co. (the
registration name for The Canadian Depository for Securities Limited, which acts
as nominee and custodian for many Canadian brokerage firms). Beneficial
stockholders should ensure that instructions respecting the voting of their
shares of common stock are communicated to the appropriate person, as without
specific instructions, brokers/nominees are prohibited from voting shares for
their clients.
Applicable regulatory policy requires intermediaries/brokers to
seek voting instructions from beneficial stockholders in advance of
stockholders meetings, unless the beneficial stockholders have waived the right
to receive meeting materials. Every intermediary/broker has its own mailing
procedures and provides its own return instructions to clients, which should be carefully followed by beneficial
stockholders in order to ensure that their shares of common stock are voted at
our annual and special meeting. The Form of Proxy supplied to a beneficial
stockholder by its broker (or the agent of the broker) is similar to the Form of
Proxy provided to registered stockholders by our company. However, its purpose
is limited to instructing the registered stockholder (the broker or agent of the
broker) how to vote on behalf of the beneficial stockholder. The majority of
brokers now delegate responsibility for obtaining instructions from clients to
Broadridge Financial Solutions, Inc. (Broadridge) (formerly, ADP
Investor Communication Services in the United States and Independent Investor
Communications Company in Canada). Broadridge typically applies a special
sticker to proxy forms, mails those forms to the beneficial stockholders and the
beneficial stockholders return the proxy forms to Broadridge. Broadridge then
tabulates the results of all instructions received and provides appropriate
instructions respecting the voting of shares to be represented at our annual and
special meeting. A beneficial stockholder receiving a Broadridge proxy cannot
use that proxy to vote shares of common stock directly at our Annual and Special
Meeting - the proxy must be returned to Broadridge well in advance of our Annual
Meeting in order to have the shares of common stock voted.
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Although a beneficial stockholder may not be recognized
directly at our Annual and Special Meeting for the purposes of voting shares of
common stock registered in the name of his broker (or agent of the broker), a
beneficial stockholder may attend at our Annual and Special Meeting as
proxyholder for the registered stockholder and vote the shares of common stock
in that capacity. Beneficial stockholders who wish to attend at our Annual and
Special Meeting and indirectly vote their shares of common stock as proxyholder
for the registered stockholder should enter their own names in the blank space
on the instrument of proxy provided to them and return the same to their broker
(or the brokers agent) in accordance with the instructions provided by such
broker (or agent), well in advance of our annual and special meeting.
Alternatively, a beneficial stockholder may request in writing
that his or her broker send to the beneficial stockholder a legal proxy which
would enable the beneficial stockholder to attend at our Annual and Special
Meeting and vote his or her shares of common stock.
There are two kinds of beneficial owners those who object to
their name being made known to the issuers of securities which they own (called
OBOs for Objecting Beneficial Owners) and those who do not object to the issuers
of the securities they own knowing who they are (called NOBOs for Non-Objecting
Beneficial Owners).
YOUR VOTE IS IMPORTANT.
Counting of Votes
All votes will be tabulated by the inspector of election
appointed for the Meeting, who will separately tabulate affirmative and negative
votes and abstentions. Shares represented by proxies that reflect abstentions as
to a particular proposal will be counted as present and entitled to vote for
purposes of determining a quorum. An abstention is counted as a vote against
that proposal. Shares represented by proxies that reflect a broker non-vote
will be counted as present and entitled to vote for purposes of determining a
quorum. A broker non-vote will be treated as not-voted for purposes of
determining approval of a proposal and will not be counted as for or against
that proposal. A broker non-vote occurs when a nominee holding shares for a
beneficial owner does not vote on a particular proposal because the nominee does
not have discretionary authority or does not have instructions from the
beneficial owner.
Solicitation of Proxies
We will bear the entire cost of solicitation of proxies,
including preparation, assembly and mailing of this proxy statement, the proxy
and any additional information furnished to stockholders. Copies of solicitation
materials will be furnished to banks, brokerage houses, depositories,
fiduciaries and custodians holding shares of Common Stock in their names that
are beneficially owned by others to forward to these beneficial owners. We may
reimburse persons representing beneficial owners for their costs of forwarding
the solicitation material to the beneficial owners of the Common Stock. Original
solicitation of proxies by mail may be supplemented by telephone, facsimile,
electronic mail or personal solicitation by our directors, officers or other
regular employees. No additional compensation will be paid to directors,
officers or other regular employees for such services. To date, we have not incurred costs in connection with the solicitation of proxies
from our stockholders, however, our estimate for total costs is $8,000.
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INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO
BE ACTED UPON
Except as disclosed elsewhere in this Proxy Statement, as of February 18, 2016, none of the following persons has any substantial interest, direct or indirect, by security holdings or otherwise in any matter to be acted upon:
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any director or officer of our corporation; |
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any proposed nominee for election as a director of our
corporation; and |
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any associate or affiliate of any of the foregoing
persons. |
The shareholdings of our directors and officers are listed below in the section entitled “Principal Stockholders and Security Ownership of Management”. To our knowledge, no director has advised that he or she intends to oppose any proposal described herein.
PRINCIPAL STOCKHOLDERS AND SECURITY OWNERSHIP OF
MANAGEMENT
As of February 18, 2016, we had a total of 613,447,306 shares
of common stock ($0.001 par value per share) issued and outstanding.
The following table sets forth, as of February 18, 2016,
certain information with respect to the beneficial ownership of our common and
preferred stock by each stockholder known by us to be the beneficial owner of
more than 5% of our common and preferred stock and by each of our current
directors and executive officers. Each person has sole voting and investment
power with respect to the shares of common stock and preferred stock, except as
otherwise indicated. Beneficial ownership consists of a direct interest in the
shares of common and preferred stock, except as otherwise indicated.
Name and Address of Beneficial Owner
|
Amount and Nature of
Beneficial Ownership |
Percentage
of
Class(1) |
James Wu Former President, Chief Executive
Officer, and Director (3) 2 FL NO 28 Lane
231 Fu-Hsin N Rd Taipei, Taiwan |
17,485,862
|
2.85%
|
Cheng Chun-Chih Former Director
(Chairman of Taiwan Halee International Co. Ltd.)
(4) NO 3 Lane 141 Sec 3 Pei-Shen Rd Shen-Ken
Hsiaung Taipei Hsieng, Taiwan |
5,000,000
|
(2)
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Ho Kang-Wing President, Chief Executive Officer,
and Director 503 5F Silvercord Tower 2, 30 Canton
Rd Tsimshatsui Kowloon, HKG |
25,000,000
|
4.08%
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Dr. Shiau Tzong-Huei
Former Director (Chief
Technical Officer of Taiwan Halee and Chairman of
TransAKT Taiwan Corp.) (5) NO 3 Lane 141 Sec 3
Pei-Shen Rd Shen-Ken Hsiaung Taipei Hsieng, Taiwan" |
1,000,000
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(2)
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Taifen Day Former Chief Financial Officer
(6) 420 12 Ave N.W. Calgary, Alberta T2M 0C9
Canada |
Nil
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(2)
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Yam Chi-Wah Chief Financial Officer Flat E
7/F Block 21 Laguna City Kwun Tong, Kowloon, Hong Kong |
2,500,000
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(2)
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He Jingtian Director 11 Jinghong Road Hujing
Garden Daliang Shunde 528300 Foshan Gd China |
28,000,000
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4.564%
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He Jiaxian Director 11 Jinghong Road Hujing
Garden Daliang Shunde 528300 Foshan Gd China |
15,000,000
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2.45%
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Tam Yuk-Ching Director 23 Sam Mun Tsai Road,
The Beverly Hills Boulevard Du Lac, House 212, Tai Po, Nt Hong
Kong |
28,000,000
|
4.564%
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Directors
and Executive Officers as a Group |
121,985,862 Common Shares |
19.89% |
Liu Ju-Wen 2nd Floor-2 No 8 Lane 80 San-Min Rd
Song-San District Taipei City, Taiwan |
39,119,400
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6.38%
|
Other Shareholders |
39,119,400 Common Shares |
6.38% |
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(1) |
Based on 613,447,306 shares of common stock issued and
outstanding as of February 18, 2016. Beneficial ownership is determined in
accordance with the rules of the SEC and generally includes voting and
investment power with respect to securities. Except as otherwise
indicated, we believe that the beneficial owners of the common stock
listed above, based on information furnished by such owners, have sole
investment and voting power with respect to such shares, subject to
community property laws where applicable. |
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(2) |
Less than 1%. |
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(3) |
James Wu served as our President, Chief Executive
Officer, and Director from October 25, 2004 until March 12,
2015. |
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(4) |
Dr. Shiau Tzong-Huei served as our Director from December
14, 2006 until March 12, 2015. |
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(5) |
Cheng Chun-Chih served as our Director from December 14,
2006 until March 12, 2015. |
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(6) |
Taifen Day served as our Chief Financial Officer from
July 27, 2006 until March 12, 2015. |
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PROPOSAL NO. 1 - REVERSE STOCK SPLIT
General
Our board of directors has approved, and recommended that our
stockholders approve, a proposal to permit our board of directors, in their sole
discretion, to effect a reverse stock split of our issued and outstanding shares
of common stock on a basis of up to twenty (20) old for one (1) new share.
If our stockholders approve the Reverse Stock Split, and our
board of directors decides to implement it, the Reverse Stock Split will become
effective upon approval of The Financial Industry Regulatory Authority
(FINRA).
Even if the stockholders approve the Reverse Stock Split, we
may abandon or postpone the proposal if our board of directors determines that
it is no longer in the best interests of our company and our stockholders. If
the Reverse Stock Split is not implemented by our board of directors within 12
months of the annual and special meeting, the proposal will be deemed abandoned,
without further effect. In that case, our board of directors may again seek
stockholder approval at a future date if it deems a reverse stock split to be
advisable at that time.
Action and Effect
On November 9, 2015, our Board of Directors approved, subject
to receiving the approval of a majority of the shareholders of our common stock,
a consolidation of our current issued and outstanding common shares on the basis
of 1 new common share for 20 old common shares. There will be no change to the
authorized shares of our common stock as a result of any reverse stock split and
any fractional shares will be rounded down.
We will obtain a new CUSIP number for the common stock at the
time of the Reverse Stock Split. We must provide FINRA at least ten (10)
calendar days advance notice of the effective date of a reverse stock split in
compliance with Rule 10b-17 under the Securities Exchange Act of 1934.
The purpose of the reverse stock split is to attempt to
increase the per share trading value of our common stock and have fewer shares
issued and outstanding to make us more attractive as a business combination
target. However, in many cases, the market price of a companys shares declines
after a reverse stock split.
Effect on Shareholders
After the effective day of the proposed Reverse Stock Split,
each stockholder will own a reduced number of shares of Common Stock. As of the
Record Date, 613,447,306 shares of common stock were issued and outstanding.
Without taking into account the issuance of any common stock to allow for
fractional shares, based on the number of shares issued and outstanding and, for
illustrative purposes only, we would have approximately 30,672,366 shares
outstanding immediately following the completion of the Reverse Stock Split.
Further, any outstanding options, warrants and rights as of the effective date
that are subject to adjustment will be adjusted accordingly. These adjustments
may include adjustments to the number of shares of common stock that may be
obtained upon exercise or conversion of the securities, the applicable exercise
or purchase price as well as other adjustments.
The proposed Reverse Stock Split will affect all common
stockholders uniformly and will not affect any shareholders percentage interest
our common stock compared to other shareholders (except for shareholders gaining
one whole share for a fractional share interest).
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Further, an effect of the existence of authorized but un-issued
capital stock may be to enable our Board of Directors to render more difficult
or to discourage an attempt to obtain control of the company by means of a
merger, tender offer, proxy contest, or otherwise, and thereby to protect the
continuity of our companys management. If, in the due exercise of its fiduciary
obligations, for example, the Board of Directors were to determine that a
takeover proposal was not in our companys best interest, such shares could be
issued by the Board of Directors without stockholder approval in one or more
private placements or other transactions that might prevent, or render more
difficult or costly, completion of the takeover transaction by diluting the
voting or other rights of the proposed acquiror or insurgent stockholder or
stockholder group, by creating a substantial voting block in institutional or
other hands that might undertake to support the position of the incumbent board
of directors, by effecting an acquisition that might complicate or preclude the
takeover, or otherwise. We do not have any current plans, proposals, or
arrangements to propose any amendments to the Articles of Incorporation or
bylaws that would have a material anti-takeover effect.
We cannot predict the effect of any Reverse Stock Split upon
the market price over an extended period and, in many cases the market value of
a companys common stock following a reverse split declines. We cannot assure
you that the trading price of our common stock after the Reverse Stock Split
will rise in inverse proportion to the reduction in the number of shares of our
common stock outstanding as a result of the reverse stock split. Also, we cannot
assure you that the Reverse Stock Split would lead to a sustained increase in
the trading price of our common stock. The trading price of the common stock may
change due to a variety of other factors, including our operating results and
other factors related to our business and general market conditions.
Further, as a result of any consolidation, some stockholders
may own less than 100 shares of the common stock. A purchase or sale of less
than 100 shares, known as an odd lot transaction, may result in incrementally
higher trading costs through certain brokers, particularly full service
brokers. Therefore, those stockholders who own less than 100 shares following
the reverse split may be required to pay higher transaction costs if they sell
their shares of common stock.
No fractional shares of post-reverse common stock will be
issued to any shareholder. In lieu of any such fractional share interest, each
holder of pre-reverse common stock who would otherwise be entitled to receive a
fractional share of post-reverse common stock will in lieu thereof receive one
full share upon surrender of certificates formerly representing pre-reverse
common stock held by such holder.
We are not attempting to go private by the action of Reverse
Stock Split. The actual number of shareholders shall remain the same, with no
current shareholder having less than one share, after the effectiveness of a
consolidation.
After giving effect to this proposal, our capital structure
will be as follows:
Shares Authorized (if proposal #1 is approved)
|
200,000,000 |
Issued and Outstanding |
30,672,366 |
Authorized and Reserved for Issuance |
0 |
Authorized and Unreserved for Issuance |
169,327,634 |
Tax Effect
The following discussion is a summary of the U.S. federal
income tax consequences to a stockholder who exchanges shares pursuant to the
reverse stock split. This discussion is for general information only and is not
intended to be a complete description of all potential tax consequences to a
particular stockholder. Nor does it describe state, local or foreign tax
consequences. Any written tax advice contained herein was not written or
intended to be used (and cannot be used) by any taxpayer for the purpose of
avoiding penalties that may be imposed under the U.S. Internal Revenue Code of
1986, as amended (the Code).
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This discussion is based on current provisions of the Code,
Treasury regulations promulgated under the Code, Internal Revenue Service
(IRS) rulings and pronouncements, and judicial decisions now in effect,
all of which are subject to change at any time by legislative, judicial or
administrative action. Any such changes may be applied retroactively. We have
not sought nor will we seek any rulings from the IRS with respect to the U.S.
federal income tax consequences discussed below. The discussion below is not in
any way binding on the IRS or the courts or in any way constitutes an assurance
that the U.S. federal income tax consequences discussed herein will be accepted
by the IRS or the courts.
We will not recognize any gain or loss for tax purposes as a
result of the reverse stock split. Furthermore, the reverse stock split will not
result in the recognition of gain or loss to our common stockholders. The
holding period for the shares of common stock each stockholder receives will
include the holding period of the shares exchanged in the reverse stock split.
The aggregate adjusted basis of the new shares of common stock will be equal to
the aggregate adjusted basis of the old shares exchanged in the reverse stock
split.
Stockholders should consult their own tax advisors to know
their individual federal, state, local and foreign tax consequences.
PROPOSAL NO. 2 - ELECTION OF DIRECTORS
Our Board of Directors has nominated the persons named below as
candidates for Directors at the Meeting. These nominees are all of our current
Directors. Unless otherwise directed, the proxy holders will vote the proxies
received by them for the five nominees named below.
Each Director who is elected will hold office until the next
Meeting of Stockholders and until his or her successor is elected and qualified.
Any Director may resign his or her office at any time and may be removed at any
time by the majority of vote of the stockholders given at a special meeting of
our stockholders called for that purpose.
Our companys management proposes to nominate the persons named
in the table below for election by the stockholders as Directors of the company.
Information concerning such persons, as furnished by the individual nominees, is
as follows:
Our Board of Directors recommends that you vote FOR the
nominees.
Nominees
As at the Record Date, our Directors and executive officers,
their age, positions held, and duration of term, are as follows:
Name |
Position Held with our Company |
Age |
Date First Elected Or
Appointed |
Ho Kang-Wing |
Chairman, Chief Executive Officer, President
and Director |
53 |
March 12, 2015 |
He Jiaxian |
Director |
61 |
March 12, 2015 |
He Jingtian |
Director |
29 |
March 12, 2015 |
Tam Yuk-Ching |
Director |
49 |
March 12, 2015 |
- 9 -
Business Experience
The following is a brief account of the education and business
experience of the nominees during at least the past five years, indicating their
principal occupation during the period, and the name and principal business of
the organization by which they were employed.
Ho Kang-Wing Chairman, Chief Executive Officer, President
and Director
Since 1993 Ho Kang Wing has served and the managing director of
Guangdong Dongrong Metal Products Co., Ltd., Foshan, Guangdong, China based
company specializing in the design and production of metal and wood products.
Under his direction Guangdong Dongrong has achieved annual revenues in excess of
USD$100,000,000. Mr. Ho has served on TransAKTs board of directors since July
2013.Mr. Ho has committed to help TransAKT to develop a market for Vegfab in
China and other Asian countries. He is 53 years of age and resides in Kowloon
City, Hong Kong..
He Jingtian Director
In 1993 Mr. He Jingtian founded Guangdong Dongrong Metal
Products Co., Ltd. He has served as general manager of Guangdong Dongrong since
its inception. He is 61 years of age and resides in Shunde City, Guangdong,
China.
He Jiaxian Director
Mr. He Jiaxian obtained a Bachelors of Arts degree in
International Economics and Trade from South China University of Technology in
2010, and a Masters of Science in Management from Loughborough University (UK)
in 2012. In 2013 he joined Guangdong Dongrong Metal Products Co., Ltd. as a
project manager. He is also the founder and director of Guangdong Chuansuo
Agricultural Science and Technology Co. Ltd. Mr. He is 29 years of age and
resides in Shunde City, Guangdong, China.
Tam Yuk-Ching Director
Since 2004 Ms. Tam Yuk Ching has served as the managing
director of Legend Hardware Ltd., a Hong Kong based manufacturer of furniture
hardware which employs over 2,500 workers at its 100,000 square foot factory in
Foshan, China. Ms. Tam brings more than 20 years of experience in corporate
finance and will assist the Company in all financing and capital raising
activities in the future. She is 49 years of age and resides in Hong Kong.
EXECUTIVE OFFICERS
Our executive officers are appointed by our Board of Directors
and serve at the pleasure of our Board of Directors.
The names of our executive officers, their ages, positions
held, and durations of are as follows:
Name |
Position Held with our Company |
Age |
Date First Elected Or
Appointed |
Ho Kang-Wing |
Chairman, Chief Executive Officer, President and Director |
53 |
March 12, 2015 |
Yam Chi-Wah |
Chief Financial Officer |
52 |
March 12, 2015 |
Yam Chi-Wah Chief Financial Officer
Mr. Yam holds a BA (Honors) of Business Finance from Napier
University of Edinburgh, and brings more than 20 years of industry experience in
the accounting field. Prior to joining TransAKT, Mr. Yam Served as financial
controller of Legend Hardware Ltd. from 2006 to 2015, a company specializing in
the manufacture, processing, and distribution of office & home furnishings. He has also
served as a finance manager for Neolink Technology Ltd., a listed company in
Hong Kong.
- 10 -
For information regarding Mr. Kang-Wing and Bhullar, see
Nominees beginning on page 8.
Family Relationships
There are no family relationships between any director or
executive officer.
Involvement in Certain Legal Proceedings
We know of no material proceedings in which any of our
Directors, officers, affiliates or any stockholder of more than 5% of any class
of our voting securities, or any associate thereof is a party adverse to our
company.
To the best of our knowledge, none of our directors or
executive officers has, during the past ten years:
|
1. |
been convicted in a criminal proceeding or been subject
to a pending criminal proceeding (excluding traffic violations and other
minor offences); |
|
|
|
|
2. |
had any bankruptcy petition filed by or against the
business or property of the person, or of any partnership, corporation or
business association of which he was a general partner or executive
officer, either at the time of the bankruptcy filing or within two years
prior to that time; |
|
|
|
|
3. |
been subject to any order, judgment, or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction or federal or state authority, permanently or temporarily
enjoining, barring, suspending or otherwise limiting, his involvement in
any type of business, securities, futures, commodities, investment,
banking, savings and loan, or insurance activities, or to be associated
with persons engaged in any such activity; |
|
|
|
|
4. |
been found by a court of competent jurisdiction in a
civil action or by the SEC or the Commodity Futures Trading Commission to
have violated a federal or state securities or commodities law, and the
judgment has not been reversed, suspended, or vacated; |
|
|
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|
5. |
been the subject of, or a party to, any federal or state
judicial or administrative order, judgment, decree, or finding, not
subsequently reversed, suspended or vacated (not including any settlement
of a civil proceeding among private litigants), relating to an alleged
violation of any federal or state securities or commodities law or
regulation, any law or regulation respecting financial institutions or
insurance companies including, but not limited to, a temporary or
permanent injunction, order of disgorgement or restitution, civil money
penalty or temporary or permanent cease-and-desist order, or removal or
prohibition order, or any law or regulation prohibiting mail or wire fraud
or fraud in connection with any business entity; or |
|
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|
6. |
been the subject of, or a party to, any sanction or
order, not subsequently reversed, suspended or vacated, of any
self-regulatory organization (as defined in Section 3(a)(26) of the
Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in
Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or
any equivalent exchange, association, entity or organization that has
disciplinary authority over its members or persons associated with a
member. |
Corporate Governance
Public Availability of Corporate Governance Documents
Our key corporate governance document
is our Code of Ethics which is:
- 11 -
-
available in print to any stockholder who requests it from our President;
and
-
filed on EDGAR as an exhibit to our Annual and Transition Report on Form
20-F/A filed on January 21, 2011.CODE OF ETHICS
We adopted a Code of Ethics applicable to our senior financial
officers and certain other finance executives, which is a "code of ethics" as
defined by applicable rules of the SEC. Our Code of Ethics is attached as an
exhibit to our Annual Report on Form 10-KSB filed on January 29, 2008. If we
make any amendments to our Code of Ethics other than technical, administrative,
or other non-substantive amendments, or grant any waivers, including implicit
waivers, from a provision of our Code of Ethics to our Chief Executive Officer,
chief financial officer, or certain other finance executives, we will disclose
the nature of the amendment or waiver, its effective date and to whom it applies
in a Current Report on Form 8-K filed with the SEC.
Meetings
Our Board of Directors held no formal meetings during the year
ended December 31, 2015. All proceedings of the Board of Directors were
conducted by resolutions consented to in writing by all the Directors and filed
with the minutes of the proceedings of the Directors. Such resolutions consented
to in writing by the Directors entitled to vote on that resolution at a meeting
of the Directors are, according to the Nevada Revised Statutes and our Bylaws,
as valid and effective as if they had been passed at a meeting of the Directors
duly called and held.
It is our policy to invite Directors to attend the Meeting of
stockholders. Two Directors are expected to attend the Meeting.
Committees of the Board of Directors
We currently do not have a nominating or compensation committee
or committees performing similar functions. There has not been any defined
policy or procedure requirements for stockholders to submit recommendations or
nomination for Directors.
Audit Committee and Audit Committee Financial Expert
Currently our audit committee consists of our entire Board of
Directors.
Our audit committee operates pursuant to a written charter
adopted by our Board of Directors, a copy of which is attached as Schedule A to
this Proxy Statement.
We believe that the members of our Board of Directors are
collectively capable of analyzing and evaluating our financial statements and
understanding internal controls and procedures for financial reporting. We
believe that retaining an independent Director who would qualify as an audit
committee financial expert would be overly costly and burdensome and is not
warranted in our circumstances given the early stages of our development and the
fact that we have not generated any material revenues to date. In addition, we
currently do not have nominating, compensation or audit committees or committees
performing similar functions nor do we have a written nominating, compensation
or audit committee charter. Our Board of Directors does not believe that it is
necessary to have such committees because it believes the functions of such
committees can be adequately performed by our Board of Directors.
Director Independence
We currently act with four Directors, consisting of Ho
Kang-Wing, He Jiaxian, He Jingtian, and Tam Yuk-Ching.
We have determined that He Jiaxian, He Jingtian, and Tam
Yuk-Ching are each an independent director as defined in Rule 5605(a) of the
Nasdaq Listing Rules.
- 12 -
Stockholder Communications with Our Board of Directors
Because of our companys small size, we do not have a formal
procedure for stockholder communication with our Board of Directors. In general,
members of our Board of Directors and executive officers are accessible by
telephone or mail. Any matter intended for our Board of Directors, or for any
individual member or members of our Board of Directors, should be directed to
our President with a request to forward the communication to the intended
recipient.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires
our executive officers and Directors, and persons who own more than 10% of our
common stock, to file reports regarding ownership of, and transactions in, our
securities with the Securities and Exchange Commission and to provide us with
copies of those filings. Based solely on our review of the copies of such forms
received by us, or written representations from certain reporting persons, we
believe that during fiscal year ended December 31, 2014, all filing requirements
applicable to our executive officers, Directors and persons who own more than
10% of our common stock were complied with.
Executive Compensation
The following table sets forth all compensation received during
the year ended December 31, 2014 and December 31, 2013 by our Chief Executive
Officer, Chief Financial Officer and each of the other most highly compensated
executive officers whose total compensation exceeded $100,000 in such fiscal
year. These officers are referred to as the named executive officers in this
proxy statement.
Summary Compensation
The particulars of compensation paid to the following persons:
|
(a) |
our principal executive officer; |
|
(b) |
each of our two most highly compensated executive
officers who were serving as executive officers at the end of the year
ended December 31, 2014 and December 31, 2013; and |
|
(c) |
up to two additional individuals for whom disclosure
would have been provided under (b) but for the fact that the individual
was not serving as our executive officer at the end of the most recently
completed financial year, |
who we will collectively refer to as the named executive
officers, for our fiscal year ended Aug December 31, 2014 and December 31, 2013,
are set out in the following summary compensation table:
SUMMARY COMPENSATION TABLE
|
Name and
Principal Position |
Year |
Salary ($) |
Bonus ($) |
Stock
Awards ($) |
Option
Awards ($) |
Non-Equity
Incentive Plan Compensa- tion
($) |
Change in
Pension Value and Nonqualified
Deferred Compensation Earnings
($) |
All
Other Compensa- tion
($) |
Total ($) |
James Wu(1) Chairman,
Chief Executive Officer, President
and Director |
2014 2013
|
90,000 90,000
|
Nil Nil
|
Nil Nil
|
Nil Nil
|
Nil Nil
|
Nil Nil
|
Nil Nil
|
90,000 90,000
|
Taifen Day(2) Chief
Financial Officer |
2014 2013
|
Nil Nil
|
Nil Nil
|
Nil Nil
|
Nil Nil
|
Nil Nil
|
Nil Nil
|
Nil Nil
|
Nil Nil
|
J.T. Wang(3) |
2014 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A
|
- 13 -
Vice President of Asia
Operations |
2013
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Michael Lin Chairman of Vegfab
Agricultural Technology Co. Ltd. |
2014 2013
|
N/A Nil
|
N/A Nil
|
N/A Nil
|
N/A Nil
|
N/A Nil
|
N/A Nil
|
N/A Nil
|
N/A Nil
|
Tsai Wen Chin President of
Vegfab Agricultural Technology Co.
Ltd. |
2014 2013
|
N/A Nil
|
N/A Nil
|
N/A Nil
|
N/A Nil
|
N/A Nil
|
N/A Nil
|
N/A Nil
|
N/A Nil
|
|
(1) |
Mr. Ho Kang-Wing was appointed as chairman, chief
executive officer, president and a director of our company on March 12,
2015. |
|
|
|
|
(2) |
Mr. Yam Chi-Wah was appointed as chief financial officer
of our company on March 12, 2015. |
|
|
|
|
(3) |
Mr. Wu was appointed as chairman, chief executive
officer, president and a director of our company on October 25, 2004. Mr.
Wu resigned as chairman, chief executive officer, president and a director
of our company on March 12, 2015. |
|
|
|
|
(4) |
Taifen Day was appointed as chief financial officer of
our company on July 27, 2006. Taifen Day resigned as chief financial
officer of our company on March 12, 2015. |
|
|
|
|
(5) |
Mr. Wang was appointed as Vice President of Asia
Operations on April 1, 2007. Mr. Wang resigned on January 15,
2013. |
|
|
|
|
(6) |
Michael Lin resigned as Chairman of Vegfab Agriculture
Technology Company Ltd. on September 30, 2013. |
|
|
|
|
(7) |
Tsai Wen-Chin resigned as President of Vegfab
Agricultural Technology Co. Ltd. effective on December 31,
2013. |
There are no arrangements or plans in which we provide pension,
retirement or similar benefits for directors or executive officers. Our
directors and executive officers may receive share options at the discretion of
our board of directors in the future. We do not have any material bonus or
profit sharing plans pursuant to which cash or non-cash compensation is or may
be paid to our directors or executive officers, except that share options may be
granted at the discretion of our board of directors.
2014 Grants of Plan-Based Awards
There were no grants of plan based awards during the year ended
December 31, 2014.
Outstanding Equity Awards at Fiscal Year End
There were no outstanding equity awards at the year ended
December 31, 2014.
Option Exercises and Stock Vested
During our fiscal year ended December 31, 2014 there were no
options exercised by our named officers.
- 14 -
Compensation of Directors
We do not have any agreements for compensating our directors
for their services in their capacity as directors, although such directors are
expected in the future to receive stock options to purchase shares of our common
stock as awarded by our board of directors.
Pension, Retirement or Similar Benefit Plans
There are no arrangements or plans in which we provide pension,
retirement or similar benefits for directors or executive officers. We have no
material bonus or profit sharing plans pursuant to which cash or non-cash
compensation is or may be paid to our directors or executive officers, except
that stock options may be granted at the discretion of the board of directors or
a committee thereof.
Compensation of Directors
We do not have any agreements for compensating our directors
for their services in their capacity as directors, although such directors are
expected in the future to receive stock options to purchase shares of our common
stock as awarded by our board of directors.
Securities Authorized for Issuance under Equity Compensation
Plans
There are no arrangements or plans in which we provide pension,
retirement or similar benefits for directors or executive officers. We have no
material bonus or profit sharing plans pursuant to which cash or non-cash
compensation is or may be paid to our directors or executive officers, except
that stock options may be granted at the discretion of the board of directors or
a committee thereof.
Transactions with Related Persons
Our officers and shareholders have advanced funds to us for
working capital purposes. Our company has not entered into any agreement on the
repayment terms for these advances. As of December 31, 2014, there was $2,912
advances outstanding.
In 2013, we advanced funds bearing interest rate of 8% per
annum from a shareholder in an aggregate amount of NTD 28,780,933, or equivalent
to $969,630. We repaid both principal and interest during the same year. The
interest expense of $60,765 was recorded under other expense from continuing
operations before income taxes.
As of December 31, 2014 and 2013, $285,365 and $312,671 was due
from a former officer and shareholder, respectively. The amounts were repaid in
full in the first quarter of 2014 and 2015, respectively.
In July, 2012, our company issued 18,333,333 shares of common
stock to our President, Mr. James Wu, in relation to our acquisition of Vegfab
Agricultural Technology Co., Ltd. We agreed to pay Mr. Wu share compensation of
10% of the value of the acquisition that he secured for our Company. The
aggregate value of the issuance was $550,000, being 10% of the $5,500,000
purchase price paid for the acquisition of Vegfab.
Except as disclosed herein, no director, executive officer,
shareholder holding at least 5% of shares of our common stock, or any family
member thereof, had any material interest, direct or indirect, in any
transaction, or proposed transaction since the year ended December 31, 2014, in
which the amount involved in the transaction exceeded or exceeds the lesser of
$120,000 or one percent of the average of our total assets at the year-end for
the last three completed fiscal years.
- 15 -
PROPOSAL 3 - RATIFICATION OF THE CONTINUED APPOINTMENT OF THE
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
On April 20, 2015, we formally informed KCCW Accountancy Corp. of their dismissal as the Company’s independent registered public accounting firm. On April 28, 2015, we engaged AWC(CPA) Ltd. as our new independent registered public accounting firm.
Our Board of Directors is asking our stockholders to ratify the continued appointment of AWC(CPA) LTD., as our independent registered public accounting firm for the fiscal year ended December 31, 2015 at a remuneration to be fixed by the Board.
Stockholder ratification of the continued appointment of AWC(CPA) Ltd. is not required under the Nevada corporate law, our bylaws or otherwise. However, our Board of Directors is submitting the continued appointment of AWC(CPA) Ltd. as our independent registered public accounting firm to our stockholders for ratification as a matter of corporate practice. If our stockholders fail to ratify the continued appointment, our Board of Directors will reconsider whether or not to retain the firm. Even if the appointment is ratified, our Board of Directors in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if our Board of Directors determines that such a change would be in the best interest of our company and our stockholders.
Representatives of AWC(CPA) Ltd. are not expected to be present at the Meeting. However, we will provide contact information for AWC(CPA) LTD to any stockholders who would like to contact the firm with questions.
Unless otherwise directed, the proxy holders will vote the proxies received by them for the ratification of the continued appointment of AWC(CPA) Ltd. as our independent registered public accounting firm for the fiscal year ended December 31, 2015.
At the Meeting the stockholders will be asked to approve the
following resolution:
RESOLVED THAT the continued appointment of AWC(CPA) Ltd. as our independent registered public accounting firm is ratified, approved and confirmed and that the remuneration be fixed by the Board.
Our Board of Directors recommends that you vote FOR the ratification of the continued appointment of AWC(CPA) Ltd. as our independent registered public accounting firm as our auditors for the fiscal year ended December 31, 2015 at a remuneration to be fixed by the Board.
Fees Paid to Our (Former) Independent Registered Public Accounting
Firm
Audit fees
The aggregate fees billed for the most recently completed
fiscal year ended December 31, 2014 and 2013 for professional services rendered
by the principal accountant for the audit of our annual financial statements and
review of the financial statements included in our quarterly reports on Form
10-Q and services that are normally provided by the accountant in connection
with statutory and regulatory filings or engagements for these fiscal periods
were as follows:
|
Year Ended
|
December 31, 2014 |
December 31, 2013 |
Audit Fees |
$83,000 |
$84,500 |
Audit Related Fees |
$Nil |
$Nil |
Tax Fees |
$Nil |
$Nil |
All Other Fees |
$Nil |
$Nil |
Total |
$83,000 |
$84,500
|
Audit Fees
Audit fees consist of fees billed for professional services
rendered for the audits of our financial statements, reviews of our interim
financial statements included in quarterly reports, services performed in
connection with filings with the Securities and Exchange Commission and related
comfort letters and other services that are normally provided by KCCW Accountancy Corp. for the fiscal years ended December
31, 2014 and 2013 in connection with statutory and regulatory filings or
engagements.
- 16 -
Audit related Fees
There were $83,000 audit related fees paid to KCCW Accountancy
Corp. for the fiscal year ended December 31, 2014 and $84,500 for the fiscal
year ended December 31, 2013.
Tax Fees
Tax fees consist of fees billed for professional services for
tax compliance, tax advice and tax planning. These services include assistance
regarding federal, state and local tax compliance and consultation in connection
with various transactions and acquisitions. For the fiscal year ended December
31, 2014 and 2013, we did not use KCCW Accountancy Corp. for non-audit
professional services or preparation of corporate tax returns. We did not use
KCCW Accountancy Corp. for financial information system design and
implementation. These services, which include designing or implementing a system
that aggregates source data underlying the financial statements or generates
information that is significant to our financial statements, are provided
internally or by other service providers. We did not engage KCCW Accountancy
Corp. to provide compliance outsourcing services.
Effective May 6, 2003, the Securities and Exchange Commission
adopted rules that require that before our independent auditors are engaged by
us to render any auditing or permitted non-audit related service, the engagement
be:
- approved by our audit committee (which consists of our entire Board of
Directors); or
- entered into pursuant to pre-approval policies and procedures established
by the Board of Directors, provided the policies and procedures are detailed
as to the particular service, the Board of Directors is informed of each
service, and such policies and procedures do not include delegation of the
Board of Directors responsibilities to management.
Our Board of Directors (audit committee) pre-approves all
services provided by our independent auditors. All of the above services and
fees were reviewed and approved by the Board of Directors either before or after
the respective services were rendered.
Our Board of Directors has considered the nature and amount of
fees billed by our independent auditors and believes that the provision of
services for activities unrelated to the audit is compatible with maintaining
our independent auditors independence.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED
UPON
Except as set out below, no Director, executive officer, or
nominee for election as a Director of our company and no associate of any of the
foregoing persons has any substantial interest, direct or indirect, by security
holding or otherwise, in any matter to be acted upon at the Meeting, other than
elections to office:
HOUSEHOLDING OF PROXY MATERIAL
The Securities and Exchange Commission permits companies and
intermediaries (e.g. brokers) to satisfy the delivery requirements for proxy
statements with respect to two or more stockholders sharing the same address by
delivering a single proxy statement addressed to those stockholders. This
process, commonly referred to as householding, potentially means extra
conveniences for stockholders and cost savings for companies.
A number of brokers with accountholders who are stockholders of
our company will be householding our proxy materials. As indicated in the
notice previously provided by these brokers to stockholders, a single proxy
statement will be delivered to multiple stockholders sharing an address unless
contrary instructions have been received from an affected stockholder. Once you
have received notice from your broker that they will be householding communications to your address, householding will continue
until you are notified otherwise or until you revoke your consent. If at any
time, you no longer wish to participate in householding and would prefer to
receive a separate proxy statement, please notify your broker.
- 17 -
Stockholders who currently receive multiple copies of the proxy
statement at their address and would like to request householding of their
communications should contact their broker.
OTHER BUSINESS
The Board knows of no other business that will be presented for
consideration at the Meeting. If other matters are properly brought before the
Meeting; however, it is the intention of the persons named in the accompanying
proxy to vote the shares represented thereby on such matters in accordance with
their best judgment.
If there are insufficient votes to approve any of the proposals
contained herein, the Board may adjourn the Meeting to a later date and solicit
additional proxies. If a vote is required to approve such adjournment, the
proxies will be voted in favor of such adjournment.
By Order of the Board of Directors,
/s/ Ho Kang-Wing
Ho Kang-Wing Director
PROXY CARD
ANNUAL AND SPECIAL MEETING OF STOCKHOLDERS OF
TRANSAKT
LTD.
(the Company)
TO BE HELD AT CONFERENCE ROOM NO.5, 6/F TAIWAN RAILWAYS
ADMINISTRATION MOTC, NO. 3 BEIPING W ROAD, ZHONGZHENG
DISTRICT, TAIPEI CITY,
TAIWAN.
ON FRIDAY, APRIL 1, 2016 at 10:00 AM (CST/local time)
(the
Meeting)
The undersigned stockholder (Registered Stockholder)
of the Company hereby appoints, Ho Kang-Wing, an officer of the Company, or
failing this person, Yam Chi-Wah, an officer of the Company, as proxyholder for
and on behalf of the Registered Stockholder with the power of substitution to
attend, act and vote for and on behalf of the Registered Stockholder in respect
of all matters that may properly come before the Meeting and at every
adjournment thereof, to the same extent and with the same powers as if the
undersigned Registered Stockholder were present at the said Meeting, or any
adjournment thereof.
The Registered Stockholder hereby directs the proxyholder to
vote the securities of the Company registered in the name of the Registered
Stockholder as specified herein.
[ ] Please check this box only if you intend to attend and vote
at the Meeting
To assist the Company in tabulating the votes submitted by
proxy prior to the Meeting, we request that you mark, sign, date and return this
Proxy by 2:00 p.m., March 18, 2016 using the enclosed envelope.
THIS PROXY IS SOLICITED ON BEHALF MANAGEMENT OF THE COMPANY.
PLEASE MARK YOUR VOTE IN THE BOX.
|
PROPOSAL 1: |
Approval of 20 Old for 1 New Reverse Stock
Split |
FOR |
[ ] |
AGAINST |
[ ] |
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PROPOSAL 2:
|
Election of Ho Kang-Wing, He Jiaxian, He
Jingtian, and Tam Yuk-Ching as Directors |
FOR
|
[ ]
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AGAINST
|
[ ]
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PROPOSAL 3 :
|
Ratify the appointment of AWC (CPA) Ltd. as
independent registered public accounting firm for
fiscal 2015 and to allow Directors to set the
remuneration |
FOR
|
[ ]
|
AGAINST
|
[ ]
|
In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the Meeting. This Proxy, when
properly executed, will be voted in the manner directed by the Registered
Stockholder. If no direction is made, this Proxy will be voted FOR each of the
nominated directors and FOR the remaining Proposal.
Please sign exactly as name appears below. When shares are held
jointly, both Registered Stockholders should sign. When signing as attorney,
executor, administrator, trustee or guardian, please indicate full title as
such. If a corporation, please indicate full corporate name; and if signed by
the president or another authorized officer, please specify the officers
capacity. If a partnership, please sign in partnership name by authorized
person.
SIGN HERE: |
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Please Print Name: |
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Date: |
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Number of Shares Represented by Proxy
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THIS PROXY FORM IS NOT VALID
UNLESS IT IS SIGNED AND
DATED.
SEE IMPORTANT INFORMATION AND INSTRUCTIONS ON
REVERSE.
INSTRUCTIONS FOR COMPLETION OF PROXY
1. This form of proxy (Instrument of Proxy) must
be signed by you, the Registered Stockholder, or by your attorney
duly authorized by you in writing, or, in the case of a corporation, by a duly
authorized officer or representative of the corporation; and if executed by
an attorney, officer, or other duly appointed representative, the original
or a notarial copy of the instrument so empowering such person, or such other
documentation in support as shall be acceptable to the Chairman of the Meeting,
must accompany the Instrument of Proxy.
2. If this Instrument of Proxy is not
dated in the space provided, authority is hereby given by you,
the Registered Stockholder, for the proxyholder to date this proxy seven (7)
calendar days after the date on which it was mailed to you, the Registered
Stockholder.
3. A Registered Stockholder who wishes to
attend the Meeting and vote on the resolutions in
person, may simply register with the Scrutineer before the Meeting
begins.
4. A Registered Stockholder who is not able to
attend the Meeting in person but wishes to vote on the
resolutions, may do the following:
(a) appoint one of the management
proxyholders named on the Instrument of Proxy, by leaving the wording
appointing a nominee as is; OR
(b) appoint another
proxyholder.
5. The securities represented by this Instrument of Proxy will
be voted or withheld from voting in accordance with the instructions of the
Registered Stockholder on any poll of a resolution that may be called for and,
if the Registered Stockholder specifies a choice with respect to any matter to
be acted upon, the securities will be voted accordingly. Further, the securities
will be voted by the appointed proxyholder with respect to any amendments or
variations of any of the resolutions set out on the Instrument of Proxy or
matters which may properly come before the Meeting as the proxyholder in its
sole discretion sees fit.
INSTRUCTIONS AND OPTIONS FOR VOTING:
To be represented at the Meeting, this Instrument of Proxy
must be DEPOSITED at the office of Transfer Online Inc., by mail in the enclosed
business reply envelope, at any time up to and including 10:00 a.m. (Pacific
time) on March 29, 2016, or at least 72 hours (excluding Saturdays, Sundays and
holidays) before the time that the Meeting is to be reconvened after any
adjournment of the Meeting.
If there you have any questions please dont hesitate to
contact TransAKT Ltd. at 852-52389111 (Hong Kong) or Transfer Online at
503.227.2950 (State of Oregon).
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