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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
QUINTALINUX LIMITED
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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QUINTALINUX LIMITED
SUITE 1404-1406, DEVON HOUSE,
979 KING'S ROAD, TAIKOO PLACE,
ISLAND EAST, HONG KONG
(011) 852-2904-0303
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FRIDAY, APRIL 20, 2001
To Our Shareholders:
PLEASE TAKE NOTICE that our annual meeting of shareholders will be held
at our offices at Suite 1404-1406, Devon House, 979 King's Road, Taikoo Place,
Island East, Hong Kong, on Friday, April 20, 2001, at 11:00 a.m., local time,
for the following purposes:
1. To elect eleven directors to hold office for the term specified in
the proxy statement or until their successors are elected and qualified;
2. To approve the establishment of our 2001 stock compensation plan for
the benefit of our officers, directors, employees and advisors (the "2001 Stock
Compensation Plan Proposal"); and
3. To transact such other business as may properly come before the
meeting or any adjournment.
The board of directors has fixed the close of business on March 6, 2001
as the record date for the determination of shareholders entitled to notice of
and to vote at the meeting and at any adjournment.
A proxy statement which describes the foregoing proposals and a form of
proxy accompany this notice.
By Order of the Board of Directors
David C.V. Lee
Chief Executive Officer
Dated: March 20, 2001
IMPORTANT
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE EXECUTE THE
ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED REPLY ENVELOPE WHICH
REQUIRES NO POSTAGE. IF YOU GRANT A PROXY, YOU MAY REVOKE IT AT ANY TIME PRIOR
TO THE MEETING. ALSO, WHETHER OR NOT YOU GRANT A PROXY, YOU MAY VOTE IN PERSON
IF YOU ATTEND THE MEETING.
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QUINTALINUX LIMITED
SUITE 1404-1406, DEVON HOUSE,
979 KING'S ROAD, TAIKOO PLACE,
ISLAND EAST, HONG KONG
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FRIDAY, APRIL 20, 2001
SOLICITATION OF PROXY
The accompanying proxy is solicited on behalf of the board of directors
of QUINTALINUX LIMITED for use at our annual meeting of shareholders to be held
at our offices at Suite 1404-1406, Devon House, 979 King's Road, Taikoo Place,
Island East, Hong Kong, on Friday, April 20, 2001, and at any adjournment. In
addition to mail, proxies may be solicited by personal interview, telephone or
telegraph by our officers, directors and other employees, who will not receive
additional compensation for such services. We may also request brokerage houses,
nominees, custodians and fiduciaries to forward the soliciting material to the
beneficial owners of stock held of record and will reimburse them at the rates
suggested by the New York Stock Exchange. We will bear the cost of this
solicitation of proxies, which is expected to be nominal. Proxy solicitation
will commence with the mailing of this proxy statement on or about March 20,
2001.
Execution and return of the enclosed proxy will not affect your right
to attend the meeting and to vote in person. If you execute a proxy, you still
retain the right to revoke it at any time prior to exercise at the meeting. A
proxy may be revoked by delivery of written notice of revocation to our
Secretary, by execution and delivery of a later proxy or by voting the shares in
person at the meeting. A proxy, when executed and not revoked, will be voted in
accordance with its instructions. If there are no specific instructions, proxies
will be voted "FOR" the election as directors of those nominees named in the
proxy statement, "FOR" the proposal to approve the establishment of the 2001
Stock Compensation Plan, and in accordance with his best judgment on all other
matters that may properly come before the meeting.
The enclosed form of proxy provides a method for you to withhold
authority to vote for any one or more of the nominees for director while
granting authority to vote for the remaining nominees. The names of all nominees
are listed on the proxy. If you wish to grant authority to vote for all
nominees, check the box marked "FOR." If you wish to withhold authority to vote
for all nominees, check the box marked "WITHHOLD." If you wish your shares to be
voted for some nominees and not for one or more of the others, check the box
marked "FOR" and indicate the name(s) of the nominee(s) for whom you are
withholding the authority to vote by writing the name(s) of such nominee(s) on
the proxy in the space provided.
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PURPOSE OF MEETING
As stated in the notice of annual meeting of shareholders accompanying
this proxy statement, the business to be conducted and the matters to be
considered and acted upon at the meeting are as follows:
1. To elect eleven directors to hold office for the term specified or
until their successors are elected and qualified;
2. To approve the establishment of our 2001 stock compensation plan for
the benefit of our officers, directors, employees and advisors (the "2001 Stock
Compensation Plan Proposal"); and
3. To transact such other business as may properly come before the
meeting or any adjournment.
VOTING AT MEETING
Our voting securities consist solely of common stock, $.01 par value
per share.
The record date for shareholders entitled to notice of and to vote at
the meeting is the close of business on March 6, 2001, at which time we had
outstanding and entitled to vote at the meeting 9,500,000 shares of common
stock. Shareholders are entitled to one vote, in person or by proxy, for each
share of common stock held in their name on the record date. Shareholders
representing a majority of the common stock outstanding and entitled to vote
must be present or represented by proxy to constitute a quorum.
The election of directors and approval of the 2001 Stock Compensation
Plan Proposal each will require the affirmative vote of the holders of a
majority of the common stock present or represented by proxy at the meeting and
entitled to vote thereon. Cumulative voting for directors is not authorized and
proxies cannot be voted for more than eleven nominees.
STOCK OWNERSHIP
The following table sets forth the number of shares of our common stock
owned beneficially as of September 1, 2000 by:
o each person known by us to have owned beneficially more than
ten percent of our shares then outstanding;
o by each of our current officers and directors; and
o by all of our current officers and directors as a group.
This information gives effect to securities deemed outstanding pursuant
to Rule 13d-3(d)(1) under the Securities Exchange Act of 1934, as amended. As
far as is known to our management, no person owned beneficially more than ten
percent of our outstanding shares of common stock as of September 1, 2000 except
as set forth below.
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<TABLE>
<CAPTION>
NUMBER PERCENT
NAME OF BENEFICIAL HOLDER SHARES BENEFICIALLY OWNED
------------------------- ----------------------------
<S> <C> <C>
CHU Tat................................................................... 4,824,000 50.8
Perick LI Wai Ho.......................................................... 3,054,000 32.1
David LEE Chai Ve......................................................... 0 0
CHIU Wai Ching............................................................ 0 0
CHAN Kin Hang............................................................. 60,000 *
Frank BLEACKLEY........................................................... 0 0
CHEUNG Kwok Ho, Richard................................................... 0 0
Ryoji SHIKIBA............................................................. 0 0
CHAN Sai Keung............................................................ 0 0
Samuel YUNG Wing Ki....................................................... 0 0
Fernando MARCHITELLI...................................................... 0 0
All directors and executive officers as a group (11 persons).............. 7,938,000 83.6
</TABLE>
----------
* Represents less than 1% of the outstanding common stock.
Mr. Chu's 4,824,000 shares are held as follows: 2,000,000 shares are
owned of record by Asian Progress Holdings Limited, a British Virgin Islands
corporation which is solely owned by Mr. Chu. Mr. Chu is also deemed to own
2,824,000 shares of the 3,878,000 shares owned of record by Muehl Products &
Service Asia Limited, a British Virgin Islands corporation which is 73% owned by
Mr. Chu.
Mr. Li's 3,054,000 shares are held as follows: 2,000,000 shares are
owned of record by Oceanic Land Holdings Limited, a British Virgin Islands
corporation which is solely owned by Mr. Li. Mr. Li is also deemed to own
1,054,000 shares of the 3,878,000 shares owned of record by Muehl Products &
Service Asia Limited, a British Virgin Islands corporation which is 27% owned by
Mr. Li.
BOARD OF DIRECTORS
Our board of directors has the responsibility for establishing broad
corporate policies and for our overall performance, although it is not involved
in day-to-day operating details. The board meets regularly throughout the year,
including the annual organization meeting following the annual meeting of
shareholders, to review significant developments affecting us and to act upon
matters requiring board approval. It also holds special meetings as required
from time to time when important matters arise requiring board action between
scheduled meetings.
We have established an audit committee, which consists of Messrs. Chan,
Yung and Marchitelli. Its functions are to:
o recommend annually to the board of directors the appointment
of our independent public accountants;
o discuss and review the scope and the fees of the prospective
annual audit and review the results with the independent
public accountants;
o review and approve non-audit services of the independent
public accountants;
o review compliance with our existing accounting and financial
policies;
o review the adequacy of our financial organization; and
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o review our management's procedures and policies relative to
the adequacy of our internal accounting controls and
compliance with U.S. federal and state laws relating to
financial reporting.
We do not have a nominating committee. The functions customarily
attributable to a nominating committee are performed by our board of directors
as a whole.
Since our initial public offering on August 9, 2000, no director
attended fewer than 75 percent of the aggregate of the total number of meetings
of the board of directors and the total number of meetings held by all
committees of the board on which he served.
Each non-employee director is compensated separately for service on the
board and is reimbursed for expenses to attend board meetings.
ELECTION OF DIRECTORS
At the meeting, eleven directors are to be elected. Each director will
be elected for a one-year term or until his successor is elected and qualified.
Shares represented by properly executed proxies will be voted, in the
absence of contrary indication or revocation by the shareholder granting such
proxy, in favor of the election of the persons named below as directors. The
person named as proxy has been designated by management and intends to vote for
the election to the board of directors of the persons named below, each of whom
now serves as a director. If any nominee is unable to serve as a director, the
shares represented by the proxies will be voted, in the absence of contrary
indication, for any substitute nominee that management may designate. We know of
no reason why any nominee would be unable to serve. The information presented
about the nominees was obtained in part from the respective persons, and in part
from our records.
NOMINEES FOR ELECTION AS DIRECTORS
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
CHU Tat...................................... 44 Chairman
Perick LI Wai Ho............................. 45 Vice-Chairman
David LEE Chai Ve............................ 52 Chief Executive Officer and Director
CHIU Wai Ching............................... 37 Chief Financial Officer and Director
CHAN Kin Hang................................ 37 Director
Frank BLEACKLEY.............................. 64 Director
CHEUNG Kwok Ho, Richard...................... 47 Director
Ryoji SHIKIBA................................ 36 Director
CHAN Sai Keung............................... 45 Non-executive Director
Samuel YUNG Wing Ki.......................... 42 Non-executive Director
Fernando MARCHITELLI......................... 61 Non-executive Director
</TABLE>
None of our directors and officers was selected pursuant to any
agreement or understanding with any other person. There is no family
relationship between any of our directors or executive officers and any other
director or executive officer.
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MR. CHU TAT is our chairman. He is one of our founders and has over 15
years of experience in interior design and contracting business. He is mainly
responsible for our strategic planning and business development of contracting
projects in Hong Kong and China. Mr. Chu holds a Diploma in Architecture Studies
from the Hong Kong Polytechnic University.
MR. PERICK LI WAI HO is our vice-chairman and one of our founders. He
has over 16 years of experience in the field of interior contracting works. He
is mainly responsible for our business development and strategic planning. Mr.
Li also serves as a director of Intermost Corporation (OTC BB: IMOT).
MR. DAVID LEE CHAI VE has served as our chief executive officer since
April 1999 and as a director since August 28, 2000. He joined us in 1998. Mr.
Lee is mainly responsible for our strategic management as well as our design and
engineering team for the electronic display system. From 1996 to 1998, Mr. Lee
was deputy managing director of MetalWall Co., Ltd., a designer and manufacturer
of metal wall cladding and metal ceiling systems. From 1994 to 1995, he served
as deputy-managing director of Good Prominent Engineering Company Limited, in
charge of the supply and installation of lighting systems and advertising
display boards. Mr. Lee received a bachelor of architecture degree from Kent
State University in 1977 and is a member of the California State Board of
Architectural Examiners and American Institute of Architecture--LA Chapter and
Washington Chapter.
MS. CHIU WAI CHING has served as our accountant since 1986 and was
appointed as a director and our chief financial officer in June 1999. She is
mainly responsible for our financial planning and management.
MR. CHAN KIN HANG has served as a director since June 1999. Mr. Chan
worked for a systems integrator as a senior manager from June 1996 to June 1998
and is now a director of BA Consulting (Hong Kong) Limited and the Managing
Director of Linux System Solution Limited. Mr. Chan earned a bachelor of
engineering degree in civil engineering and a masters of science degree in
computer data processing from the University of Ulster, U.K. and a masters of
business administration from the University of South Australia. Mr. Chan directs
our information technology division and is mainly responsible for the business
development and strategic management of Linux System Solution Limited.
MR. FRANK BLEACKLEY has served as a director since August 28, 2000. He
worked for the Chubb Group, a leading security and fire protection company
headquartered in the United Kingdom, from October 1972 until his retirement in
January 2000. Mr. Bleackley was appointed managing director of Chubb Hong Kong
Limited in 1986 and managing director of Chubb China Holdings Limited in 1993.
Mr. Bleackley directs our systems technology division, which includes our
Uni-Zone Holdings Limited and Good Prominent Technology Company Limited
subsidiaries.
MR. CHEUNG KWOK HO, RICHARD has served as a director since August 28,
2000. He had worked for Samson Wong & Associates Property Consultancy Limited
since 1998 as an associate director. Mr. Cheung is a chartered building
surveyor. Prior to 1998, he was a director and partner of Prudential Surveyors
International Limited for seven years with responsibilities including town
planning, interior design, project management, interior decoration, licensing
and condition surveys. Mr. Cheung directs our construction technology division,
which consists of our three construction contracting subsidiaries: Interact
Contracting Company Limited, Interact (China) Design and Contracting Company
Limited, and Pado Contracting Company Limited. He received a bachelor of science
degree in building surveying from Leicester Polytechnic.
MR. RYOJI SHIKIBA has served as a director since August 28, 2000. He
has worked for Uchida Yoko Co., Ltd., a company involved in the sales and
marketing of office furniture, since
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1988 as sales executive (1988 - 1992), sales manager (1992 - 1995) and managing
director (1995 - present). Mr. Shikiba directs our business development efforts
in Japan, including evaluating and forming strategic alliances with Japanese
companies whose products and/or services offer us an opportunity to further
strengthen our business lines. He received a bachelor degree in applied physics
from Tokai University.
MR. CHAN SAI KEUNG has served as a non-executive director since June
1999. Mr. Chan received a law degree from the University of Southampton, U.K. in
1978 and is a practicing attorney and partner in Liau, Ho & Chan, Hong Kong, and
an appointed Attesting Officer of the People's Republic of China. Mr. Chan also
serves as a director of Intermost Corporation (OTC BB: IMOT).
MR. SAMUEL YUNG WING KI has served as a non-executive director since
June 1999. Mr. Yung is a district director of American International Assurance
Co. (Bermuda) Ltd. since 1989. He has over 17 years of experience in the
insurance industry. He received "The Outstanding Young Persons Award" of Hong
Kong in November 1994 and sits on a number of fund raising committees for
several major charitable organizations. He is also an independent non-executive
director of Group Sense (International) Ltd., a listed company in Hong Kong.
MR. FERNANDO MARCHITELLI has served as a non-executive director since
June 1999. Mr. Marchitelli has been the chairman of Arotex Far East Ltd. since
1973 and has over 29 years of experience in manufacturing and trading in Asia.
Mr. Marchitelli received a bachelor of arts degree in economics from the City
College of the City University of New York in 1968.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The aggregate compensation paid by us to all of our directors and
executive officers as a group for the fiscal years ended March 31, 1999 and
2000, for services in all capacities, was HK$1,205,000 (US$155,484) and
HK$1,174,000 (US$151,484). During the fiscal years ended March 31, 1999 and
2000, we did not contribute any amount toward the pension plans of our directors
and executive officers.
EXECUTIVE SERVICE CONTRACT
We have entered into employment agreements with Mr. Chu, Mr. Li and Mr.
Lee for a period of three years ending July 31, 2003 at annual salaries of
HK$2,730,000 (US$352,258), HK$2,730,000 (US$352,258) and HK$1,080,000
(US$139,355). Their remuneration packages include benefits with respect to a
motor car. In addition, they are entitled to an annual management bonus of a sum
to be determined by the board at its absolute discretion having regard for our
operating results and their performance during the relevant financial year. The
amount payable to them will be decided by majority decision of the members of
the board present in the meeting called for that purpose, provided that each of
them will abstain from voting and not be counted in the quorum in respect of the
resolution regarding the amount payable to them.
THE BOARD OF DIRECTORS RECOMMENDS TO THE SHAREHOLDERS THAT THEY VOTE
"FOR" THE ELECTION OF ALL ELEVEN NOMINEES.
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CERTAIN TRANSACTIONS
Mr. Chu was the sole shareholder of each of Interact Contracting
Company Limited; Interact (China) Design and Contracting Company Limited; and
Uni-Zone Holdings Limited, which are all referred to as the Tat Group. On
November 5, 1999, we entered into a share exchange agreement with Mr. Chu, the
sole shareholder of the Tat Group. On November 19, 1999, we issued to Mr. Chu a
total of 4,815,000 of our shares as follows: 1,991,000 shares to Asian Progress
Holdings Limited and 2,824,000 shares to Muehl Products & Service Asia Limited,
in exchange for all of the outstanding common stock of each of the companies
comprising the Tat Group.
Mr. Li was the sole shareholder of each of Pado (Holdings) Limited,
which owns all of the outstanding shares of its two subsidiaries, Pado
Contracting Company Limited and Good Prominent Engineering Company Limited; Good
Prominent Technology Company Limited; and Good Prominent Trading Limited, which
are all referred to as the Li Group. On November 5, 1999, we entered into a
share exchange agreement with Mr. Li, the sole shareholder of the Li Group. On
November 19, 1999, we issued to Mr. Li a total of 2,985,000 of our shares as
follows: 1,931,000 shares to Oceanic Land Holdings Limited and 1,054,000 shares
to Muehl Products & Service Asia Limited, in exchange for all of the outstanding
common stock of each of the companies comprising the Li Group.
Asian Progress Holdings Limited is a limited liability company
incorporated in the British Virgin Islands and is wholly owned by Mr. Chu.
Oceanic Land Holdings Limited is a limited liability company incorporated in the
British Virgin Islands and is wholly owned by Mr. Li. Muehl Products & Service
Asia Limited is a limited liability company incorporated in the British Virgin
Islands whose issued and outstanding shares are owned 73% by Mr. Chu and 27% by
Mr. Li.
On November 11, 1999, we entered into share exchange agreements with
three of the shareholders of Linux System Solution Limited, including two of our
directors, Mr. Li and Mr. Kin Chan. On November 24, 1999, we issued to each of
Mr. Chan, Oceanic Land Holdings Limited on behalf of Mr. Li, and Liu Chuk Wang,
Ray 60,000 shares of our common stock, totaling 180,000 shares, in exchange for
their combined 72.5% equity interest in Linux System Solution Limited.
On March 6, 2000, the amount owing to the Tat Group from Mr. Chu and
his related companies amounted to HK$25,487,000 (US$3,289,000) and was fully
repaid by transferring legal title of a Class A residential property and a
commercial property located in Hong Kong to the Tat Group. The parties agreed
that the fair market value of these properties at August 19, 1999 as valued by
an independent professional valuer was HK$27,000,000 (US$3,484,000) and being
used to record as the consideration for the transfer.
On December 28, 1999, Mr. Li reduced the amount owing from him to the
Li Group by HK$11,625,000 (US$1,500,000) to HK$3,060,000 (US$395,000) by
transferring good title to us of 400,000 shares of Intermost Corporation (OTC
BB: IMOT) valued by an independent valuer at US$3.75 per share. In addition, on
January 26, 2000, one of Mr. Li's related companies repaid an aggregate of
HK$12,000,000 (US$1,549,000) to us as a settlement of debt owing to the Li
Group.
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ADDITIONAL MATTER TO BE VOTED UPON BY SHAREHOLDERS
THE 2001 STOCK COMPENSATION PLAN PROPOSAL
Effective January 22, 2001, our board of directors adopted and approved
the 2001 Stock Compensation Plan subject to shareholder approval. The purpose of
the plan is to:
o encourage ownership of our common stock by our officers,
directors, employees and advisors;
o provide additional incentive for them to promote our success
and business; and
o encourage them to remain in our employ by providing them an
opportunity to benefit from any appreciation of our common
stock through the issuance of stock options.
Options granted pursuant to the plan constitute either incentive stock
options within the meaning of Section 422 of the United States Internal Revenue
Code of 1986, as amended, or options which constitute non-qualified options at
the time of issuance of such options.
THE BOARD OF DIRECTORS RECOMMENDS TO THE SHAREHOLDERS THAT THEY VOTE
"FOR" THE ESTABLISHMENT AND ADOPTION OF THE 2001 STOCK COMPENSATION PLAN.
The plan provides that incentive stock options and non-qualified stock
options may be granted to our officers, directors, employees and advisors
selected by the compensation committee. A total of 2,000,000 shares of common
stock would be authorized and reserved for issuance under the plan, subject to
adjustment to reflect changes in our capitalization in the case of a stock
split, stock dividend or similar event. The compensation committee would have
the sole authority to interpret the plan and to make all determinations
necessary or advisable for administering the plan, including but not limited to:
o who shall be granted options under the plan;
o the term of each option;
o the number of shares covered by such option;
o whether the option shall constitute an incentive option or a
non-qualified option;
o the exercise price for the purchase of the shares of common
stock covered by the option, provided that the exercise price
for any incentive option must be at least equal to the fair
market value of the shares as of the date of grant of such
option;
o the period during which the option may be exercised;
o whether the right to purchase the number of shares covered by
the option shall be fully vested on issuance of the option so
that such shares may be purchased in full at one time or
whether the right to purchase such shares shall become vested
over a period of time so that such shares may only be
purchased in installments; and
o the time or times at which the options shall be granted.
Except in the case of disability or death, no option shall be
exercisable after an optionee who is an employee ceases to be employed;
provided, however, that the compensation committee has the right to extend the
exercise period following the date of termination of such optionee's employment.
If an optionee's employment is terminated by reason of death or disability, the
compensation committee may extend the option term following the date of
termination of the optionee's employment. Upon the exercise of the option, the
exercise price must be paid in full either in cash, shares of our stock or a
combination.
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As of this date, we have not granted any options under the plan.
If any option to purchase reserved shares is not exercised by an
optionee for any reason or if such option to purchase shall terminate as
provided by the plan, such shares which have not been so purchased shall again
become available for the purposes of the plan unless the plan shall have been
terminated.
INDEPENDENT PUBLIC ACCOUNTANTS
A representative of Moores Rowland, Hong Kong is expected to attend the
meeting and will have the opportunity to make a statement if he or she so
desires. This representative will be available to respond to appropriate
shareholder questions at that time.
PROPOSALS OF SHAREHOLDERS FOR PRESENTATION
AT NEXT ANNUAL MEETING OF SHAREHOLDERS
Any shareholder of record who desires to submit a proper proposal for
inclusion in the proxy materials relating to our next annual meeting of
shareholders must do so in writing and it must be received at our principal
executive offices by June 30, 2001. You must be a record or beneficial owner
entitled to vote at our next annual meeting on your proposal and must continue
to own such security entitling you to vote through the date on which the meeting
is held.
ANNUAL REPORT
Our annual report to shareholders concerning our operations during the
fiscal year ended March 31, 2000, including audited financial statements for the
year then ended, has been distributed to all record holders as of the record
date. The annual report is not incorporated in the proxy statement and is not to
be considered a part of the soliciting material.
OTHER BUSINESS
Our management is not aware of any other matters which are to be
presented at the meeting, nor have we been advised that other persons will
present any such matters. However, if other matters properly come before the
meeting, the individual named in the accompanying proxy shall vote on such
matters in accordance with his best judgment.
AVAILABILITY OF ANNUAL REPORT ON FORM 20-F
UPON WRITTEN REQUEST, WE WILL PROVIDE, WITHOUT CHARGE, A COPY OF OUR
ANNUAL REPORT ON FORM 20-F FOR THE FISCAL YEAR ENDED MARCH 31, 2000, TO EACH
SHAREHOLDER OF RECORD OR TO EACH SHAREHOLDER WHO OWNED OUR COMMON STOCK LISTED
IN THE NAME OF A BANK OR BROKER, AS NOMINEE, AT THE CLOSE OF BUSINESS ON MARCH
6, 2001. ANY REQUEST BY A SHAREHOLDER FOR OUR ANNUAL REPORT ON FORM 20-F SHOULD
BE SENT TO OUR SECRETARY, QUINTALINUX LIMITED, SUITE 1404-1406, DEVON HOUSE, 979
KING'S ROAD, TAIKOO PLACE, ISLAND EAST, HONG KONG.
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The above notice and proxy statement are sent by order of our board of
directors.
DAVID C.V. LEE
Chief Executive Officer
March 20, 2001
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY
FOR THE ANNUAL MEETING OF SHAREHOLDERS OF
QUINTALINUX LIMITED
TO BE HELD APRIL 20, 2001
The undersigned hereby appoints David C.V. Lee as the lawful agent and Proxy
of the undersigned (with all powers the undersigned would possess if personally
present, including full power of substitution), and hereby authorizes him to
represent and to vote, as designated below, all the shares of common stock of
Quintalinux Limited held of record by the undersigned as of the close of
business on March 6, 2001, at the annual meeting of shareholders to be held on
Friday, April 20, 2001, or any adjournment or postponement.
1. ELECTION OF DIRECTORS
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees
contrary below) listed below
CHU TAT; PERICK LI WAI HO; DAVID LEE CHAI VE; CHIU WAI CHING; CHAN KIN HANG;
FRANK BLEACKLEY; CHEUNG KWOK HO RICHARD; RYOJI SHIKIBA; CHAN SAI KEUNG; SAMUEL
YUNG WING KI; FERNANDO MARCHITELLI
(INSTRUCTION: To withhold authority to vote for any nominees, write the
nominees' names on the space provided below.)
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2. To approve the establishment of the 2001 stock compensation plan for the
benefit of officers, directors, employees and advisors of the Company (the
"2001 Stock Compensation Plan Proposal").
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In his discretion, the Proxy is authorized to vote upon any matters which may
properly come before the meeting, or any adjournment or postponement.
(Continued and to be signed and dated on the other side.)
14
It is understood that when properly executed, this proxy will be voted in
the manner directed herein by the undersigned shareholder. WHERE NO CHOICE IS
SPECIFIED BY THE SHAREHOLDER, THE PROXY WILL BE VOTED FOR THE ELECTION OF
DIRECTORS PROPOSED IN ITEM (1) AND IN FAVOR OF ITEM (2).
The undersigned hereby revokes all previous proxies relating to the shares
covered hereby and confirms all that said proxy or his substitutes may do by
virtue hereof.
[ ] PLEASE CHECK THIS BOX IF YOU INTEND TO BE PRESENT AT THE MEETING.
Dated: , 2001
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Signature
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Signature if held jointly
Please sign exactly as name appears
below. When shares are held by joint
tenants, both should sign. When
signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by President or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
PLEASE, MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.