<PAGE> 1
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
FORLINK SOFTWARE CORPORATION, INC.
-------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
-------------------------------------------------------------------------------
(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:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
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<PAGE> 2
FORLINK SOFTWARE CORPORATION, INC.
Fang Yuan Mansion 9F, Baishiqiao Road No. 54,
Haidian District, Beijing, China
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FRIDAY, OCTOBER 20, 2000
TO OUR STOCKHOLDERS:
You are invited to be present either in person or by proxy at the
Annual Meeting of Stockholders of Forlink Software Corporation, Inc., a Nevada
corporation (the "Company"), to be held at the San Francisco Marriott Hotel,
Sierra Room E, 55 Fourth Street, San Francisco CA 94103 on Friday, October 20,
2000, at 2:00 p.m., local time (the "Meeting"), to consider and act upon the
following:
1. To elect seven directors to serve until the next Meeting and
until their successors are duly elected and qualified.
2. To ratify the appointment of BDO International as the
independent auditors for the current fiscal year.
3. To transact such other business as may properly come before
the Meeting or any adjournments thereof.
Only stockholders of record of the Company's Common Stock at the close
of business on Thursday, August 24, 2000 will be entitled to notice of and to
vote at the Meeting. The stock transfer books of the Company will remain open.
WE INVITE EACH OF YOU TO ATTEND THE MEETING. IF YOU CANNOT ATTEND,
PLEASE MARK, DATE AND SIGN THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE
ENVELOPE PROVIDED. NO STAMP IS NECESSARY IF MAILED IN THE UNITED STATES. TO
HELP REDUCE COSTS AND TO INSURE PROMPT RECEIPT OF VOTES, STOCKHOLDERS WHO HOLD
SHARES IN "STREET NAME" ARE ENCOURAGED TO VOTE VIA TELEPHONE OR THE INTERNET AS
DESCRIBED ON THE PROXY CARD.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Xiaoxia Zhao
-----------------------------------
Xiaoxia Zhao, President
Beijing, China
September 18, 2000
YOUR VOTE IS IMPORTANT
WHETHER YOU OWN A FEW OR MANY SHARES OF COMMON STOCK AND WHETHER OR
NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE URGED TO MARK, DATE, SIGN AND
RETURN YOUR PROXY CARD PROMPTLY SO THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE
WITH YOUR WISHES.
<PAGE> 3
FORLINK SOFTWARE CORPORATION, INC.
PROXY STATEMENT
PROCEDURAL MATTERS
This proxy statement is furnished to the stockholders of Forlink
Software Corporation, Inc., a Nevada corporation (the "Company"), in connection
with the solicitation of proxies by and on behalf of the Board of Directors of
the Company to be voted at the Annual Meeting of Stockholders (the "Meeting"),
to be held at 2:00 p.m., local time, on Friday, October 20, 2000, or at any
adjournment or postponement thereof. Stockholders of record of the Company's
Common Stock at the close of business on Thursday, August 24, 2000 (the "Record
Date") will be entitled to notice of and to vote at the Meeting. The Meeting
will be held at the San Francisco Marriott Hotel, Sierra Room E, 55 Fourth
Street, San Francisco CA 94103. Proxies received prior to the Meeting will be
voted in accordance with the instructions contained in the proxy and, if no
choice is specified, will be voted in favor of each of management's nominees for
Director and in favor of each of management's proposals set forth in the Notice
of Annual Meeting of Stockholders. A stockholder who signs and returns the
enclosed proxy may revoke it at any time before it is voted by a written
revocation delivered to any of the proxy holders named therein, by submitting
another valid proxy bearing a later date or by attending the Meeting and voting
in person. Beneficial owners wishing to vote at the Meeting who are not
stockholders of record on the Company's books (e.g., persons holding in street
name) must bring a Power of Attorney or proxy to the Meeting in their favor
signed by the holder of record in order to be able to vote.
SOLICITATION OF PROXIES
This Proxy Statement and the form of proxy are first being mailed to
the stockholders beginning Monday, September 18, 2000. All of the costs and
expenses in connection with the solicitation of proxies with respect to the
matters described herein will be borne by the Company. In addition to
solicitation of proxies by use of the mails, directors, officers and employees
(who will receive no compensation therefor in addition to their regular
remuneration) of the Company may solicit the return of proxies by telephone,
telegram or personal interview. As of this date, the Company has no plans to
retain an outside firm to solicit proxies. The Company will request banks,
brokerage houses and other custodians, nominees and fiduciaries to forward
copies of the proxy material to their principals and to request instructions
for voting the proxies. The Company may reimburse such banks, brokerage houses
and other custodians, nominees and fiduciaries for their expenses in connection
therewith. Action may be taken on the business to be transacted at the Meeting
on the date specified in the Notice of Meeting or on any date or dates to which
such Meeting may be adjourned.
A copy of the Company's Annual Report, as amended, on Form 10-KSB/A-1
for the year ended December 31, 1999, including financial statements, will be
mailed to the stockholders concurrently with the mailing of the Proxy
Statement.
VOTING OF PROXIES
A form of proxy is enclosed for use at the Meeting if a stockholder is
unable to attend in person. Each proxy may be revoked at any time thereafter by
writing to the Secretary of the Company prior to the Meeting, by execution and
delivery of a subsequent proxy, or by attendance and voting in person at the
Meeting, except as to any matter or matters upon which, prior to such
revocation, a vote shall have been cast pursuant to the authority conferred by
such proxy. Shares represented by a valid proxy which if received pursuant to
this solicitation and not revoked before it is exercised, will be voted as
provided on the proxy at the Meeting or at any adjournment or adjournments
thereof. Management intends to vote the 19,950,000 shares (79%) of Common Stock
which it controls in favor of the proposals to: (i) elect seven Directors to
serve until the next Annual Meeting and until their successors are duly elected
and qualified; (ii) ratify the appointment of BDO International as the
independent auditors for the current fiscal year and (iii) transact such other
business as may properly come before the meeting or any adjournments thereof.
<PAGE> 4
VOTING SECURITIES AND VOTE REQUIRED
Only holders of Common Stock, $.001 par value per share, of record at
the close of business on Thursday, August 24, 2000 (the "Record Date"), will be
entitled to vote at the Meeting. Each holder of Common Stock is entitled to one
vote for each share held by such holder. The presence, in person or by proxy,
of the holders of a majority of the outstanding shares of Common Stock is
necessary to constitute a quorum at the Meeting. Under the rules of the
Securities and Exchange Commission (the "Commission"), boxes and a designated
blank space are provided on the proxy card for stockholders to mark if they
wish to withhold authority to vote for one or more nominees for Director or for
Proposals 2 or 3. Votes withheld in connection with the election of one or more
of the nominees for Director or Proposals 2 or 3 will be counted as votes cast
against such individuals or Proposals 2 or 3 and will be counted toward the
presence of a quorum for the transaction of business. If no direction is
indicated, the proxy will be voted for the election of the nominees for
Director. The form of proxy does not provide for abstentions with respect to
the election of Directors; however, a stockholder present at the Meeting may
abstain with respect to such election.
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<PAGE> 5
PROPOSAL 1
ELECTION OF DIRECTORS
Seven Directors are to be elected at the Meeting. The Directors will
be elected at the Meeting to serve until the next annual meeting of
stockholders of the Company and until their successors shall be duly elected
and shall qualify. As noted, unless otherwise indicated thereon, all proxies
received will be voted in favor of the election individually, of the seven
nominees of the Board named below as Directors of the Company. Should any of
the nominees not remain a candidate for election at the date of the Meeting
(which contingency is not now contemplated or foreseen by the Board), proxies
solicited thereunder will be voted in favor of those nominees who do remain
candidates and may be voted for substitute nominees elected by the Board. The
seven nominees receiving the highest number of affirmative votes of the shares
present or represented and entitled to be voted for them shall be elected as
Directors. Votes withheld from any Director are counted for purposes of
determining the presence or absence of a quorum for the transaction of
business, but have no other legal effect under Nevada law. Five of the seven
nominees are currently serving as Directors of the Company.
THE BOARD OF DIRECTORS RECOMMENDS A
VOTE FOR EACH OF THE NOMINEES.
The names of the nominees and certain information with regard to each nominee
follows:
<TABLE>
<CAPTION>
Name Age Position Director Since
-------------- --- ---------------------------------------- --------------
<S> <C> <C> <C>
Liang Che 35 Chief Executive Officer, Chief Financial November 1999
Officer and Director
Xiaoxia Zhao 36 President, Chief Technology Officer and November 1999
Director
Jie Zhang 34 Vice President, Manager of Technology November 1999
Development Department and Director
Wei Song 35 Director November 1999
Michael Harrop 54 Director May 1998
Huakang He 55 Director Nominee N/A
Ma Shengli 34 Director Nominee N/A
</TABLE>
NOMINEES FOR ELECTION AS DIRECTORS
LIANG CHE has been Chief Executive Officer, Chief Financial Officer
and a director of the Company since November 1999. During the period covering
1996 until 1998, he was President of Shenzhen Shen Pu Computer Co., Ltd. and
developed the Shanghai railway ticketing system, which is the largest ticketing
system in China. From 1992 to 1996, he was the General Manager of the Middle
China/South West China District. Liang Che has a Masters Degree in Computer
Science.
XIAOXIA ZHAO has been Chairman, President, Chief Technical Officer and
a director of the Company since November 1999. During the period from January
1998 until October 1998, he was Vice President and Chief Technical Officer of
GBS InfoTech. Co. From August 1997 to January 1998, he was Chief Engineer and
in charge of technology management and the system integration department of
Beijing Long Ma Software Development Co., Ltd. From 1996 until 1997, he was the
leading engineer in charge of the Yahoo!Japan operation
3
<PAGE> 6
and support, cooperated with Panasonic to develop a specialized search engine,
worked with Lotus on category and search system development and with Reuters
and Daily News on news page developments. During the period from 1991 to 1996,
he was a System Engineer with the Japan Itochu Group CRC Research Institute.
Xiaoxia Zhao has a Masters Degree in Computer Science.
JIE ZHANG has been Vice President, Manager of Technology Development
Department and a director of the Company since November 1999. From 1989 to
1998, Jie Zhang was Senior Engineer for South China Computer Co. and in charge
of CEDGA monitor cards, iron temperature control ASIC chip development, network
design for networks composed of SUN, SGI, and CISCO equipment. During the
period from February 1995 until August 1996, he was sent to Japan to research
international banking software system on the Fujitsu M series super computer.
Jie Zhang has a Masters Degree in Computer Science.
WEI SONG has been a director of the Company since November 1999. From
1995 until 1998, she was President of Yun Tiing International, Inc. an incharge
computer imp/exp business. During the period covering 1986 to 1995, she was
Manager of the computer department of Hong Kong Da Cang Co., Ltd. Wei Song has
a Bachelors Degree in Computer Science.
MICHAEL HARROP was President of the Company from May 1998 until
November 1999 and is currently a director of the Company. Mr. Harrop is
President of Harrop, Lees, Brown & Co. in Geneva Switzerland and for the past
five years has been involved in venture capital activities. He is a director of
Century Milestone S&T Co., Ltd. (formerly Haas Neuveux & Company), Advanced
Lumitech, Inc. and Beach Couch, Inc. Mr. Harrop was educated at Cambridge
University.
HUAKANG HE is nominated to serve as a director of the Company. Huakang
He has been the Standing Director of China Computer Academic since April 2000.
From July 1993 until July 1998, he was General Manager of the Greatwall
Software & System Corporation of China. During the period covering July 1998 to
January 2000, Huakang He was appointed Chairman of the Board of Greatwall
Software & System Corporation of China in addition to being General Manager.
Since June 1997, he has been Director and Vice General Manager of the Greatwall
Corporation, Inc. in Shenzhen China. Since October 1996, Huakang He has been
Vice President of the Chamber of Information Industry Association of China.
Since June 1996, he has been Chief Director of the Digital Product Union of
China Information Industry Association and from November 1995 he has been
Director and Vice General Manager of the Greatwall Computer Group Corporation
of China. Huakang He is a certified Engineer Professor. He received a B.A.
degree in Industrial Automatization of Electrical Engineering from Tshinghua
University in February 1968. In March 1981, Huakang He received a Masters
Degree in Automation from Tsinghua University.
MA SHENGLI is nominated to serve as a director of the Company. Since
February 1998, Ma Shengli has been Vice President of Hongtaxingye Investment
Corporation, Inc. From January 1994 until February 1998 she was Finance
Director of the Greatwall Software & System Corporation of China. During the
period from July 1989 until January 1994, Ma Shengli was Project Manager of the
Greatwall Computer Group Corporation of China. From September 1985 until July
1989 she attended Renming University of China and received a BS degree in
Management Information Systems. Since October 1998 she has been in the MBA
program at The Open University of Hong Kong.
COMMITTEES OF THE BOARD OF DIRECTORS
There are currently no committees of the Board of Directors but
immediately following the Meeting, the Board shall hold a meeting of the
directors to establish an audit committee and a compensation committee.
ATTENDANCE AT MEETINGS OF THE BOARD AND COMMITTEES
From November 1999 until December 31, 1999, the Company's Board of
Directors held three meetings by telephone and all of the directors
participated by telephone at all three Board meetings.
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<PAGE> 7
COMPENSATION OF DIRECTORS
From November 1999 until December 31, 1999, the Directors did not
receive compensation for participating in all of the three Board meetings.
EXECUTIVE COMPENSATION
(a) General
The following table sets forth information about compensation paid to,
or accrued for the benefit of the Company's officers and directors during the
years ended December 31, 1999, 1998 and 1997. This information includes amounts
that were paid to the management of Beijing Forlink Software Technology Co.,
Inc. prior to the acquisition by the Company and amounts paid to such
management after the acquisition. None of the Company's directors or executive
officers earned more than $100,000 during the years ended December 31, 1999,
1998 and 1997.
(b) Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation
-----------------------------------
(a) (b) (c) (d) (e)
Name Year Other
And Ended Annual
Principal December Salary Bonus Compensation
Position 31 ($) ($) ($)
------------------------------------- -------- ------ ----- ------------
<S> <C> <C> <C> <C>
Liang Che, CEO, CFO & Director 1999 $2,927 -0- -0-
1998 -0- -0- -0-
1997 -0- -0- -0-
Xiaoxia Zhao, President & Director 1999 $2,905 -0- -0-
1998 -0- -0- -0-
1997 -0- -0- -0-
Jie Zhang, Vice President, Manager of 1999 $1,561 -0- -0-
Technological Development & Director 1998 -0- -0- -0-
1997 -0- -0- -0-
Wei Song, Director 1999 -0- -0- -0-
1998 -0- -0- -0-
1997 -0- -0- -0-
Michael Harrop, Director 1999 -0- -0- -0-
1998 -0- -0- -0-
1997 -0- -0- -0-
</TABLE>
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<PAGE> 8
<TABLE>
<CAPTION>
Long Term Compensation
----------------------------------------
Awards Payouts
--------------------------- -------
(a) (b) (f) (g) (h) (i)
Name Year Restricted All
And Ended Stock Shares LTIP Other
Principal December Award(s) Underlying Payouts Compensation
Position 31 ($) Options ($) ($)
-------------------------- -------- ---------- ---------- ------- ------------
<S> <C> <C> <C> <C> <C>
Liang Che, CEO, CFO & 1999 -0- -0- -0- -0-
Director 1998 -0- -0- -0- -0-
1997 -0- -0- -0- -0-
Xiaoxia Zhao, President & 1999 -0- -0- -0- -0-
Director 1998 -0- -0- -0- -0-
1997 -0- -0- -0- -0-
Jie Zhang, Vice President, 1999 -0- -0- -0- -0-
Manager of Technological 1998 -0- -0- -0- -0-
Development & Director 1997 -0- -0- -0- -0-
Wei Song, Director 1999 -0- -0- -0- -0-
1998 -0- -0- -0- -0-
1997 -0- -0- -0- -0-
Michael Harrop, Director 1999 -0- -0- -0- -0-
1998 -0- -0- -0- -0-
1997 -0- -0- -0- -0-
</TABLE>
(c) Option/SAR Grants in Last Fiscal Year
This table has been omitted, because no person meeting the reporting
requirements of Item 402 of Regulation S-B, received any individual grants of
stock options during fiscal 1999 or stock appreciation rights during 1999.
(d) Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal
Year-End Option/SAR Values
This table has been omitted, because no person meeting the reporting
requirements of Item 402 of Regulation S-B, exercised any stock options during
fiscal 1999.
(e) Long-Term Incentive Plans ("LTIP") - Awards in Last Fiscal Year
This table has been omitted, because no person meeting the reporting
requirements of Item 402 of Regulation S-B, received any awards pursuant to any
LTIP during fiscal 1999.
(f) Employment Contracts and Termination of Employment and
Change-in-Control Arrangements
(f)(1) Employment Contracts
Presently there are no written employment contracts.
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<PAGE> 9
(f)(2) Employee, Consultants and Service Providers Benefit Plan
On June 1, 2000, the directors of the Company approved a plan of
stock-based compensation incentives for selected eligible participants of the
Company. This plan is known as the "Forlink Software Corporation, Inc. Stock
Plan" (the "Plan"). The total number of shares of Common Stock reserved for
issuance by the Company either directly as stock awards or underlying options
granted under this Plan shall not be more than 1,600,000 shares. The Board of
Directors shall determine the terms and conditions of each option granted to
eligible participants, which terms shall be set forth in writing. The terms and
conditions so set by the Board of Directors may vary from one eligible
participant to another.
(f)(3) Change-in-Control Arrangements
On November 3, 1999, the Company entered into a Plan of Reorganization
with Beijing Forlink Software Technology Co., Ltd. ("BFST") under the terms of
which BFST gained control of the Company. Pursuant to the Plan of
Reorganization, the Company acquired 100% of the issued and outstanding shares
of BFST in exchange for 20,000,000 shares of restricted Common Stock of the
Company. Under the terms of the Plan of Reorganization, at the closing the
Company's Board elected three new directors, as named by the BFST stockholders,
to act as the officers and directors of the Company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information known to the
Company regarding the beneficial ownership of the Company's Common Stock, the
Company's only class of securities, as of September 8, 2000 (except as
indicated below) by (a) each stockholder known by the Company to be the
beneficial owner of more than five percent of the Company's Common Stock, (b)
each of the Company's directors, (c) each of the Company's executive officers
named in the Summary Compensation Table above and (d) all executive officers
and directors of the Company as a group. The stockholders listed below have
sole voting and investment power except as noted.
<TABLE>
<CAPTION>
Percent Owned
Name and Address of Amount and Nature of Beneficially and
Beneficial Owner Beneficial Ownership of Record
(3) (1) (2)
------------------------- -------------------- ----------------
<S> <C> <C>
Liang Che (4) 5,812,500 23.2%
Zhong Zhi SRP Co
Shen Nan Zhong RD Shnzhn
Guang Dong Province
China
Xiaoxia Zhao (4) 5,812,500 23.2%
231-2-501 Hui Xing Li
Chao Yang District
Beijing, China
Wei Song (4) 5,812,500 23.2%
18 Golden Star
Irvine, CA 92604
USA
Jei Zhang (4) 1,312,500 5.2%
No. 21 Shiu Jun Nan Nie
Guangzhou
Guang Dong Province
China
</TABLE>
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<PAGE> 10
<TABLE>
<CAPTION>
Percent Owned
Name and Address of Amount and Nature of Beneficially and
Beneficial Owner Beneficial Ownership of Record
(3) (1) (2)
----------------------------- -------------------- ----------------
<S> <C> <C>
Michael Harrop (4) 1,200,000 4.8%
94 Rue de Lausanne, CH1202
Geneva, Switzerland
All officers and directors of 19,950,000 79%
the Company as a group (five
persons)
</TABLE>
----------------------
(1) Unless otherwise indicated, all shares are directly owned and
investing power is held by the persons named in the table.
(2) Based upon 25,400,000 shares of Common Stock outstanding as
of September 8, 2000.
(3) Each individual named in the table is an officer or director
of the Company.
(4) All of the shares of Common Stock held by officers, directors
and principal stockholders listed above are "restricted
securities" and, as such, are subject to limitations on
resale. The shares may be sold pursuant to Rule 144 of the
Securities Act of 1933, as amended, under certain
circumstances.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company entered into a modification agreement with Michael Harrop,
d/b/a Harrop & Co., under the terms of which the Company agreed to modify the
consideration for the issuance of 4,000,000 shares of the Company's Common
Stock in May of 1998. Under the terms of this agreement, Mr. Harrop, an officer
and director of the Company, executed a promissory note in favor of the Company
in the amount of $275,000 and bore interest at the rate of 1 percent per annum.
The note has since been paid in full.
On November 3, 1999, the Company entered into a Plan of Reorganization
with Beijing Shijiyonglian Ruanjian Jishu Youxian Gongsi (Beijing Forlink
Software Technology Co. Ltd., (hereinafter "BFSTC"), under the terms of which
BFSTC gained control of the Company. Pursuant to the Plan of Reorganization
(the "Plan"), the Company acquired 100% of the issued and outstanding shares of
BFSTC in exchange for 20,000,000 shares of the Company's authorized, but
unissued, Common Stock. Under the terms of the Plan, Liang Che, Xiaoxia Zhao,
and Wei Song were issued 5,812,500 shares each, and Jie Zhang was issued
1,312,500 shares.
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<PAGE> 11
PROPOSAL 2
RATIFICATION OF THE APPOINTMENT OF BDO INTERNATIONAL AS THE
INDEPENDENT AUDITORS FOR THE NEXT FISCAL YEAR
The Board has designated the firm of BDO International as the
independent auditors of the Company for the current fiscal year. The Company
has been advised by such firm that neither it nor any member or associate of
such firm has any relationship with the Company or with any of its affiliates
other than as independent accountants and auditors.
In the event that ratification of the appointment of BDO International
as the independent auditors for the Company is not obtained at the Meeting, the
Board of Directors will reconsider its appointment.
REQUIRED VOTE
An affirmative vote of the holders of a majority of the shares of the
Company's Common Stock issued and outstanding is required for ratification of
the appointment of BDO International as the independent auditors. Abstentions
and broker non-votes are considered shares of stock present in person or
represented by proxy at the Meeting and entitled to vote and are counted in
determining the number of votes necessary for a majority. An abstention will
therefore have the practical effect of voting against ratification of the
appointment because it represents one fewer vote for ratification of the
appointment.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE TO APPROVE THE RATIFICATION
OF THE APPOINTMENT OF BDO INTERNATIONAL AS THE INDEPENDENT AUDITORS FOR THE
CURRENT FISCAL YEAR, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR
THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.
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<PAGE> 12
PROPOSAL 3
OTHER MATTERS
The Board of Directors knows of no other business to come before the
Meeting. If, however, other matters properly come before the Meeting, it is the
intention of the persons named in the enclosed proxy to vote the shares
represented thereby in accordance with their best judgment.
A copy of the annual report, as amended, for fiscal year-end 1999 on
Form 10-KSB/A-1 as filed by the Company with the Securities and Exchange
Commission is furnished herewith.
STOCKHOLDER PROPOSALS
Any proposal that a stockholder may desire to present to the Company's
2001 Annual Meeting of Stockholders must be received in writing by the
Secretary of the Company on or before January 1, 2001, in order to be
considered for possible inclusion in the Company's proxy materials relating to
such meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Xiaoxia Zhao
----------------------------------
Xiaoxia Zhao, President
September 18, 2000
10
<PAGE> 13
PROXY PROXY
FORLINK SOFTWARE CORPORATION, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AT THE SAN FRANCISCO MARRIOTT HOTEL, SIERRA ROOM E,
55 FOURTH STREET, SAN FRANCISCO CA 94103
ON
OCTOBER 20, 2000, AT 2:00 P.M., LOCAL TIME
The undersigned hereby appoints _________________, with full power of
substitution, as proxy to vote the Common Stock of the undersigned in Forlink
Software Corporation, Inc. at the above Annual Meeting and at any adjournment
thereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS HEREIN SPECIFIED. IF A
CHOICE IS NOT SPECIFIED, SUCH SHARES WILL BE VOTED FOR PROPOSALS 1, 2 and 3.
<TABLE>
<S> <C> <C> <C> <C>
1. Election of Directors:
Nominees: Xiaoxia Zhao Liang Che Wei Song Jie Zhang Michael Harrop
He Kanghua Ma Shengli:
[ ] FOR [ ] WITHHELD For, except vote withheld from the following nominees:
----------------------------------------------------------------------------------------------------
</TABLE>
2. Ratify the appointment of BDO International as the independent auditors
for the current fiscal year:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Other Matters:
In his discretion, to vote with respect to any other matters that may
come before the meeting or any adjournment thereof, including matters incident
to its conduct.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE
VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER.
PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY IN THE ENCLOSED ENVELOPE.
SIGNATURE DATED:
--------------------------------------------- -----------------
---------------------------------------------- ------------------------------
SIGNATURE IF JOINTLY OWNED PRINT NAME
NOTE: This Proxy must be signed exactly as your name appears hereon.
Executors, administrators, trustees, etc. should give full title as
such. If the signer is a corporation, please sign full corporate name
by duly authorized officer.
1
