| o |
Preliminary
Proxy Statement
|
| o |
Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|
| x |
Definitive
Proxy Statement
|
| o |
Definitive
Additional Materials
|
| o |
Soliciting
Material Pursuant to
Rule 14a-12
|
| x |
No
fee required.
|
|
| o | ||
|
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:
|
|
| o |
Fee
paid previously with preliminary materials.
|
|
| o |
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 State No.:
|
|
|
3)
|
Filing
Party:
|
|
|
4)
|
Date
Filed:
|
|
| Very truly yours, | ||
| /s/ Godfrey Hui | ||
| Godfrey Hui | ||
| Chief Executive Officer |
|
1)
|
To
elect nine (9) members of the Board of Directors to hold office until the
Annual Meeting of Stockholders in 2009, and until their respective
successors are duly elected and
qualified;
|
|
2)
|
To
ratify the appointment of Webb & Company, P.A., Certified Public
Accountants, independent registered public accounting firm, to audit
the financial statements of the Company and its subsidiaries for the
fiscal year ending December 31, 2008, and Jimmy C.H. Cheung &
Co., independent registered public accounting firm, to audit
the financial statements of the Company's subsidiary NCN Group
Limited and subsidiaries for the fiscal year ending December 31,
2008;
|
|
|
3)
|
To
transact such other business as may properly come before the meeting and
any adjournment or
postponement thereof.
|
| BY ORDER OF THE BOARD OF DIRECTORS | |||
|
|
/s/ Daley Mok | ||
| Daley Mok | |||
| Corporate Secretary | |||
|
Page
|
|
|
Information
Concerning Solicitation of Proxies and Voting
|
1
|
|
Board
of Directors Meetings and Committees
|
5
|
|
Security
Ownership by Certain Beneficial Owners
and Management
|
9
|
|
Proposal
1: Election of Directors
|
10
|
|
Proposal
2: Ratification of Appointment of Independent Registered Public Accounting
Firms
|
11
|
|
Director
Compensation
|
13
|
|
Executive
Compensation
|
13
|
|
Equity
Compensation Plan Information
|
17
|
|
Section
16(A) Beneficial Ownership Reporting Compliance
|
18
|
|
Certain
Relationships And Related Transactions
|
18
|
|
Other
Matters
|
18
|
|
Householding
|
18
|
|
Q:
|
What
is the purpose of the Annual Meeting?
|
|
A:
|
To
vote on the following proposals:
|
|
·
To elect nine (9) members of the Board of Directors to hold office
until the Annual Meeting of Stockholders in 2009, and until their
respective successors are duly elected and qualified;
and
|
|
|
·
To ratify the appointment of Webb & Company, P.A., Certified
Public Accountants, independent registered public accounting firm, to
audit the financial statements of the Company and its subsidiaries for the
fiscal year ending December 31, 2008, and Jimmy C.H. Cheung & Co.,
independent registered public accounting firm, to audit the financial
statements of the Company’s subsidiary NCN Group Limited and subsidiaries
for the fiscal year ending December 31, 2008; and
|
|
|
·
To transact such other business that may properly come before the
Annual Meeting or at any adjournment or postponement
thereof.
|
|
|
Q:
|
What
are the Board of Directors’ recommendations?
|
|
A:
|
The
Board recommends a vote:
|
|
·
FOR the election of the nine (9) nominees as
directors;
|
|
|
·
FOR the ratification of the appointment of Webb & Company,
P.A., Certified Public Accountants, independent registered public
accounting firm, to audit the financial statements of the Company and its
subsidiaries for the fiscal year ending December 31, 2008, and Jimmy C.H.
Cheung & Co., independent registered public accounting firm, to audit
the financial statements of the Company’s subsidiary NCN Group Limited and
subsidiaries for the fiscal year ending December 31,
2008;
|
|
|
·
FOR or AGAINST other matters that properly come before the Annual
Meeting, as the proxy holders deem advisable.
|
|
|
Q:
|
Who
is entitled to vote at the meeting?
|
|
A:
|
Stockholders Entitled to
Vote. Stockholders who our records show owned shares of
Network CN as of the close of business on July 2, 2008 (the “Record Date”)
may vote at the Annual Meeting. On the Record Date, we had a total of
71,546,608 shares of Common Stock issued and outstanding, which were held
of record by approximately 160 stockholders. The stock transfer
books will not be closed between the Record Date and the date of the
meeting. As of the Record Date, we had no shares of Preferred Stock
outstanding. Each share of Network CN Common Stock is entitled to one
vote.
|
|
Registered
Stockholders. If your shares are registered directly in
your name with Network CN’s transfer agent, you are considered, with
respect to those shares, the stockholder of record, and these proxy
materials are being sent to you by Network CN. As the stockholder of
record, you have the right to grant your voting proxy directly to the
individuals listed on the proxy card or to vote in person at the Annual
Meeting.
|
|
|
Street Name
Stockholders. If your shares are held in a stock
brokerage account or by a bank or other nominee, you are considered the
beneficial owner of shares held in street name. These proxy materials are
being forwarded to you by your broker or nominee, who is considered, with
respect to those shares, the record holder. As the beneficial owner, you
have the right to direct your broker or nominee how to vote, and you
are also invited to attend the Annual Meeting. However, since you are not
the record holder, you may not vote these shares in person at the Annual
Meeting unless you follow your broker’s procedures for obtaining a legal
proxy. Your broker or nominee has enclosed a voting instruction card for
you to use.
|
|
|
Q:
|
Can
I attend the meeting in person?
|
|
A:
|
You
are entitled to attend the Annual Meeting only if you were a Network CN
Inc. stockholder as of the close of business on July 2, 2008 or hold a
valid proxy for the Annual Meeting. You should be prepared to present
valid government-issued photo identification for admittance. In addition,
if you are a stockholder of record, your ownership will be verified
against the list of stockholders of record on the Record Date prior to
being admitted to the meeting. If you are not a stockholder of record but
hold shares through a broker or nominee (i.e., in street name), you should
provide proof of beneficial ownership as of the Record Date, such as
your most recent account statement prior to July 2, 2008, a copy of the
voting instruction card provided by your broker, trustee or nominee, or
other similar evidence of ownership. If you do not provide photo
identification or comply with the other procedures outlined above upon
request, you may not be admitted to the Annual Meeting.
|
|
Q:
|
How
can I vote my shares?
|
|
A:
|
Registered
Stockholders: Registered stockholders may vote in person
at the Annual Meeting or by one of the following
methods:
|
|
·
By
Mail. Complete, sign and date the enclosed proxy card
and return it in the prepaid envelope provided; or
|
|
|
·
By
Fax. Complete, sign and date the enclosed proxy card and
fax to Holladay Stock Transfer at 480-481-3941.
|
|
|
Please
note that voting facilities for registered stockholders will close at
12:00 p.m. Pacific Time on August 14, 2008.
|
|
|
Street Name
Stockholders: If your shares are held by a broker, bank
or other nominee, you must follow the instructions on the form you receive
from your broker, bank or other nominee in order for your shares to be
voted. Please follow their instructions carefully. Also, please note that
if the holder of record of your shares is a broker, bank or other nominee
and you wish to vote at the Annual Meeting, you must request a legal proxy
from the broker, bank or other nominee that holds your shares and present
that proxy and proof of identification at the Annual Meeting to vote your
shares.
|
|
|
Based
on the instructions provided by the broker, bank or other holder of record
of their shares, street name stockholders may generally vote by one of the
following methods:
|
|
|
·
By
Mail. You may vote by signing, dating and returning your
voting instruction card in the enclosed pre-addressed envelope;
or
|
|
|
·
By Methods Listed
on Voting Instruction Card. Please refer to your
voting instruction card or other information forwarded by your broker,
bank or other holder of record to determine whether you may vote
by mail or fax, and follow the instructions on the voting instruction
card or other information provided by the record
holder; or
|
|
|
·
In Person With a
Proxy from the Record Holder. A street name stockholder
who wishes to vote at the Annual Meeting will need to obtain a legal proxy
from his or her bank or brokerage firm. Please consult the voting
instruction card sent to you by your bank or broker to determine how to
obtain a legal proxy in order to vote in person at the Annual
Meeting.
|
|
Q:
|
If
I sign a proxy, how will it be voted?
|
|
A:
|
When
proxies are properly dated, executed and returned, the shares represented
by such proxies will be voted at the Annual Meeting in accordance with the
instructions of the stockholder. However, if no specific instructions are
given, the shares will be voted in accordance with the above
recommendations of our Board of Directors. If any matters not described in
the Proxy Statement are properly presented at the Annual Meeting, the
proxy holders will use their own judgment to determine how to vote your
shares. If the Annual Meeting is adjourned, the proxy holders can vote
your shares on the new meeting date as well, unless you have revoked your
proxy instructions, as described below under “Can I change my
vote?”
|
|
Q:
|
What
should I do if I get more than one proxy or voting instruction
card?
|
|
A:
|
Stockholders
may receive more than one set of voting materials, including multiple
copies of these proxy materials and multiple proxy cards or voting
instruction cards. For example, stockholders who hold shares in more than
one brokerage account may receive a separate voting instruction card for
each brokerage account in which shares are held. Stockholders of record
whose shares are registered in more than one name will receive more than
one proxy card. You should sign and return all proxies and voting
instruction cards you receive relating to our Annual Meeting to ensure
that all of your shares are voted.
|
|
Q:
|
Can
I change my vote?
|
|
A:
|
You
may change your vote at any time prior to the vote at the Annual Meeting.
To revoke your proxy instructions and change your vote if you are a holder
of record, you must (i) attend the Annual Meeting and vote your
shares in person, (ii) advise Daley Mok, the Company’s Corporate
Secretary, at our principal executive office in writing before the
proxy holders vote your shares, or (iii) deliver later dated and
signed proxy instructions.
|
|
Q:
|
What
happens if I decide to attend the Annual Meeting but I have already voted
or submitted a proxy covering my shares?
|
|
A:
|
You
may attend the meeting and vote in person even if you have already voted
or submitted a proxy. Please be aware that attendance at the Annual
Meeting will not, by itself, revoke a proxy. If a bank, broker or other
nominee holds your shares and you wish to attend the Annual Meeting
and vote in person, you must obtain a “legal proxy” from the record holder
of the shares giving you the right to vote the
shares.
|
|
Q:
|
How
are votes counted?
|
|
A:
|
The
Annual Meeting will be held if a majority of the outstanding shares of
Common Stock entitled to vote is represented in person or by proxy at the
meeting. If you have returned valid proxy instructions or attend the
Annual Meeting in person, your Common Stock will be counted for the
purpose of determining whether there is a quorum, even if you wish to
abstain from voting on some or all matters at the meeting.
Shares
that are voted “WITHHELD” or “ABSTAIN” are treated as being present for
purposes of determining the presence of a quorum and as entitled to vote
on a particular subject matter at the Annual Meeting. If you hold shares
of Network CN common stock in street name through a bank, broker or other
nominee holder, the nominee holder may only vote your shares in accordance
with your instructions. If you do not give specific instructions to your
nominee holder as to how you want your shares voted, your nominee will
indicate that it does not have authority to vote on the proposal, which
will result in what is called a “broker non-vote”. All shares of Network
CN common stock represented at the Annual Meeting, including broker
non-votes and abstentions, will be counted for purposes of determining the
presence of a quorum.
|
|
Q:
|
Who
will tabulate the votes?
|
|
A:
|
Network
CN will designate Benedict Fung as the Inspector of Election who will
tabulate the votes.
|
|
Q:
|
Who
is making this solicitation?
|
|
A:
|
This
proxy is being solicited on behalf of Network CN’s Board of
Directors.
|
|
Q:
|
Who
pays for the proxy solicitation process?
|
|
A:
|
Network
CN will pay the cost of preparing, assembling, printing, mailing and
distributing these proxy materials and soliciting votes. We do not plan to
retain a solicitor to assist with the solicitation. We may, on
request, reimburse brokerage firms and other nominees for their expenses
in forwarding proxy materials to beneficial owners. In addition to
soliciting proxies by mail, we expect that our directors, officers and
employees may solicit proxies in person or by facsimile. None of these
individuals will receive any additional or special compensation for doing
this, although we will reimburse these individuals for their reasonable
out-of-pocket expenses.
|
|
Q:
|
May
I propose actions for consideration at next year’s annual meeting of
stockholders or nominate individuals to serve as
directors?
|
|
A:
|
You
may present proposals for action at a future meeting only if you comply
with the requirements of the proxy rules established by the Securities and
Exchange Commission (“SEC”) and our bylaws. In order for a stockholder
proposal to be included in our Proxy Statement and form of Proxy relating
to the meeting for our 2009 Annual Meeting of Stockholders under rules set
forth in the Securities Exchange Act of 1934, as amended (the “Securities
Exchange Act”), the proposal must be received by us no later than 5:00
p.m. (Chinese Standard Time) no later than the 90th day, and not earlier
than the 120th day, prior to the first anniversary of the mailing of the
notice for the preceding year’s annual meeting. Accordingly, stockholder
proposals intended to be presented in our proxy materials for the 2009
Annual Meeting must be received by Daley Mok, Corporate Secretary, on or
after Thursday, April 16, 2009, and prior to 5:00 p.m. (Chinese Standard
Time) on Saturday, May 16, 2009 and must satisfy the requirements of the
proxy rules promulgated by the Securities and Exchange
Commission. Our bylaws require that certain information and
acknowledgments with respect to the proposal and the stockholder making
the proposal be set forth in the notice. A copy of the relevant bylaw
provision is available upon written request to Network CN Inc. at
Corporate Secretary at 21st
Floor, Chinachem Century Tower, 178 Gloucester Road, Wanchai, Hong Kong.
You can also access our SEC filings, including our Annual Report on
Form 10-KSB, on our website at www.ncnincorporated.com. The information on
our website is not a part of this Proxy
Statement.
|
|
Q:
|
How
do I obtain a separate set of proxy materials or request a single set for
my household?
|
|
A:
|
If
you share an address with another stockholder, have the same last name,
and do not participate in electronic delivery of proxy materials, you will
receive only one set of proxy materials (including our Annual Report on
Form 10-KSB and Proxy Statement). If you wish to receive a separate Proxy
Statement at this time, please request the additional copy by contacting
our transfer agent, Holladay Stock Transfer by telephone
at 480-481-3940, or by facsimile at 480-481-3941.
You may also request to receive a
separate Annual Report and a separate Proxy Statement by email at
info@ncnincorporated.com or by writing to: Network CN,
Inc, 21st Floor, Chinachem Century Tower,
178 Gloucester Road, Wanchai, Hong Kong.
|
|
Q:
|
What
if I have questions about lost stock certificates or need to change my
mailing address?
|
|
A:
|
You
may contact our transfer agent, Holladay Stock Transfer, by telephone at
480-481-3940, or by facsimile at 480-481-3941, if you have lost your stock
certificate or need to change your mailing
address.
|
|
Name
|
Age
|
Position
|
Director
Since
|
|
Godfrey
Hui
|
48
|
Chief
Executive Officer and Chairman of the Board
|
2002
|
|
Daley
Mok
|
47
|
Chief
Financial Officer, Corporate Secretary and Director
|
2006
|
|
Daniel
So
|
52
|
Managing
Director and Vice Chairman
|
2005
|
|
Stanley Chu
|
31
|
General
Manager and Director
|
2006
|
|
Joachim
Burger
|
65
|
Director
|
2007
|
|
Gerd
Jakob
|
50
|
Director
|
2007
|
|
Edward
Lu
|
36
|
Director
|
2007
|
|
Peter
Mak
|
46
|
Director
|
2007
|
|
Ronglie
Xu
|
77
|
Director
|
2007
|
|
Name
of Director
|
Audit
|
Nominating
|
Remuneration
|
|
Peter
Mak
|
C
|
||
|
Gerd
Jakob
|
M
|
M
|
|
|
Edward
Lu
|
M
|
M
|
|
|
Joachim
Burger
|
C
|
M
|
|
|
Ronglie
Xu
|
M
|
C
|
|
|
M =
Member
|
|||
|
C =
Chairman
|
|
NAME
AND ADDRESS OF
BENEFICIAL
OWNER
|
AMOUNT
OF
BENEFICIAL
OWNERSHIP
|
PERCENT
OF
CLASS
OF
STOCK
OUTSTANDING
|
||||||
|
Officers
and Directors
|
||||||||
|
Godfrey
Hui
|
825,000
|
|
1.2%
|
|||||
|
Daley
Mok
|
150,000
|
*
|
||||||
|
Daniel
So
|
200,000
|
*
|
||||||
|
Stanley
Chu
|
80,000
|
*
|
||||||
|
Joachim
Burger
|
-
|
-
|
||||||
|
Gerd
Jakob
|
250,000
|
*
|
||||||
|
Edward
Lu
|
-
|
-
|
||||||
|
Peter
Mak
|
-
|
-
|
||||||
|
Ronglie
Xu
|
-
|
-
|
||||||
|
Benedict
Fung
|
170,000
|
*
|
||||||
|
All
Officers and Directors as a Group (ten
individuals)
|
1,675,000
|
2.3%
|
||||||
|
-
|
-
|
|||||||
|
5%
Beneficial Owners
|
-
|
|||||||
|
Bloompoint
Investment Limited
|
14,900,000
|
20.8%
|
||||||
|
Room
1607, ING Tower, 308 Des Voeux Road, Central, Hong Kong
|
||||||||
|
Fee
Category
|
2007
|
2006
|
||||||
|
Audit
Fees
|
$
|
150,597
|
$
|
105,427
|
||||
|
Audit-Related
Fees
|
$
|
--
|
$
|
--
|
||||
|
Tax
Fees
|
$
|
--
|
$
|
--
|
||||
|
All
Other
Fees
|
$
|
--
|
$
|
--
|
||||
|
Name
of non-employee director
|
Fees
Earned or Paid
in
Cash($)
|
Stock
Awards($)(1)
|
Total($)
|
|||||||||
|
Joachim
Burger
|
8,333 | 13,380 | 21,713 | |||||||||
|
Gerd
Jakob
|
5,000 | 8,920 | 13,920 | |||||||||
|
Edward
Lu
|
5,000 | 8,920 | 13,920 | |||||||||
|
Peter
Mak
|
8,333 | 13,380 | 21,713 | |||||||||
|
Ronglie
Xu
|
8,333 | 13,380 | 21,713 | |||||||||
|
Name
and Principal
Position |
Year
|
Salary
($)
|
Bonus
($)
|
(1)
Stock
Awards
($)
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
(2)
All
Other
Compensation
($)
|
Total
($)
|
|||||||||||||||||||
|
Godfrey
Hui, Chairman of the Board
|
2007
|
152,308 | - | 529,250 | - | 203,755 | 885,313 | |||||||||||||||||||
| and Chief Executive Officer |
2006
|
107,692 | 79,487 | 23,400 | - | 18,461 | 229,040 | |||||||||||||||||||
|
Daniel
So, Vice Chairman
|
2007
|
103,590 | - | 568,000 | - | 106,859 | 778,449 | |||||||||||||||||||
| and Managing Director |
2006
|
44,872 | 37,286 | 44,793 | - | 1,538 | 128,489 | |||||||||||||||||||
|
Daley
Mok, Director, Chief Financial
|
2007
|
97,179 | - | 262,750 | - | 46,910 | 406,839 | |||||||||||||||||||
| Officer and Corporate Secretary |
2006
|
76,923 | 19,231 | 7,800 | - | 1,538 | 105,492 | |||||||||||||||||||
|
Named
Executive Officer
|
Base
Salary
($)
(1)
|
Common
Stock Grant
|
|
Godfrey
Hui
|
15,384
|
2,000,000(2)
|
|
Daniel
So
|
10,256
|
2,000,000(3)
|
|
Daley
Mok
|
8,974
|
1,500,000(4)
|
|
·
|
Each
Agreement shall continue until termination by either party with
three-month advance notice or for cause or
disability;
|
|
·
|
Discretionary
bonus as determined by the Board of Directors of NCN Group based on the
realization of financial and performance goals of the Company and NCN
Group;
|
|
·
|
In
the event employment is terminated other than for cause, disability, or in
the event of their resignation for good reason, each officer is entitled
to severance payments consisting of his then base salary for 48 months
provided there has been no change in control of either NCN Group or the
Company, or for 60 months if there has been a change in control of either
NCN Group or the Company in the preceding one year; In addition, each
officer shall be entitled to accelerated vesting of all stock grants, as
of the date of such termination other than for cause, remain unexercised
and unvested, to the extent permissible by
law.
|
|
·
|
In
the event employment is terminated for disability, each officer shall be
potentially eligible for disability benefits under any Company-provided
disability plan in which he then participate, and shall be entitled to
accelerated vesting of all stock grants, as of the date of such
disability, remain unexercised and unvested, to the extent permissible by
law.
|
|
·
|
Restrictive
covenants on other employment after termination for a period of six months
without the approval of NCN Group’s Board of Directors, non-solicitation
of customer, suppliers or employees of NCN Group Management Limited, and
confidentiality.
|
|
·
|
Income
tax reimbursement which will be sufficient to cover their Hong Kong
personal income taxes resulting from their employment under the
Agreement.
|
|
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 IN COLUMN
(a))
|
|
(a)
|
(b)
|
(c)
|
|
|
Equity
compensation
plans
approved by
security
holders
|
-
|
-
|
7,847,740
(1)
|
|
Equity
compensation
plans
not approved by
security
holders
|
600,000
(2)
|
$1.9
|
-
|
|
Total
|
600,000
(2)
|
$1.9
|
7,847,740
|
|
(1)
|
We
reserved 3,000,000 shares for issuance under our 2004 Stock Incentive
Plan, of which 1,000,000 shares are still available for issuance as of
December 31, 2007. We reserved 7,500,000 shares for issuance under our
2007 Stock Option/Stock Issuance Plan, of which 6,847,740 are available
for issuance as of December 31, 2007. See subsection -"Securities Authorized for
Issuance under Equity Compensation Plans" in our Annual Report on
Form 10-KSB for fiscal 2007 for more information about the
plan.
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||
|
(2)
|
(a)
A warrant to purchase 200,000 shares of common stock was granted to a
financial advisor on March 12, 2004 with an exercise price of $2.00 per
share. The warrant may be exercised at any time until March 12, 2009. The
warrant remained unexercised as of December 31, 2007. We agreed to
register the shares underlying the warrant in our next registration
statement.
|
||
|
(b)
A warrant to purchase 100,000 shares of restricted common stock was
granted to a consultant on August 25, 2006 with an exercise price of $0.70
per share. One-fourth of the shares underlying the warrant become
exercisable every 45 days beginning from the date of issuance. The warrant
shall remain exercisable until August 25, 2016. The warrant remained
unexercised as of December 31,
2007.
|
|
(c)
In November 2007, the Company became obligated to issue to a placement
agent a warrant exercisable for 300,000 shares of common stock for
services rendered in connection with the issuance of 3% convertible
promissory notes with an exercise price of $3.00 per share in November
2007. The warrant is exercisable for a period of two
years
|
|
1.
|
During
the years ended December 31, 2007 and 2006, the Company received hotel
management service fees of $nil and $100,478 respectively from two
properties it manages that are owned by a
stockholder.
|
|
2.
|
During
the years ended December 31, 2007 and 2006, the Company paid rent of
$nil and $47,489 respectively for office premises leased from a
director and stockholder.
|
|
3.
|
On
December 21, 2007, the Company acquired 100% of voting shares of Linkrich
Enterprise Advertising and Investment Limited, a dormant corporation
incorporated in the Hong Kong Special Administrative Region, the PRC on
March 16, 2001 from a director at a consideration of $1,282 which is the
par value of the voting shares. .
|
|
NETWORK
CN INC.
|
Proxy
|
|
·
|
Complete,
sign and date the enclosed proxy card and fax front and back to Holladay
Stock Transfer at 480-481-3941;
|
|
·
|
Complete,
sign and date your proxy card and return it in the postage-paid envelope
provided or return it to Network CN Inc., c/o Holladay Stock Transfer 2939
North 67th Place, Scottsdale
AZ 85251.
|
|
1.
Election of Directors
|
|
|
01
Godfrey Hui
|
__
FOR the nominees (except as marked below)
|
|
|
02
Daley Mok
|
||
|
03
Daniel So
|
__
WITHHOLD AUTHORITY to vote for the
|
|
|
04
Stanley Chu
|
nominees
|
|
|
05
Joachim Burger
|
||
|
06
Gerd Jakob
|
||
|
07
Edward Lu
|
||
|
08
Peter Mak
|
||
|
09
Ronglie Xu
|
|
(Instruction:
To withhold authority to vote
for
any individual nominee, print the
name(s)
or number(s) of the nominee(s) on
the
line provided to the right. If this
Proxy
is
executed in such a manner as not to
withhold
authority to vote for the
election
of any nominee, this Proxy shall
be deemed to grant such
authority.)
|
|
2.
|
Ratification
of the appointment of Webb & Company, P.A., Certified Public
Accountants and Jimmy C.H. Cheung & Co., as the independent
registered public accounting firms of the
Company.
|
|
__
FOR
__
AGAINST
__
ABSTAIN
|
|
3.
|
Upon
such other matters as may come before said meeting or any adjournments
thereof, in the discretion of the
Proxy holders.
|
|
|
This
Proxy, when properly executed, will be voted in the manner directed by
the undersigned stockholder(s). If no direction is made, this
Proxy will be voted “FOR” each
proposal.
|
|
|
|
|
Date:
|
|
|
|
|
|
Signature
|
|
|
|
|
Signature
|
|
|
Please
sign exactly as name(s) appear on this Proxy. Joint owners should
each sign personally. Corporation Proxies should be signed by
authorized officer. When signing as executors, administrators,
trustees, etc., give full title.
|