SEC Company Response from CHINA MOBILITY SOLUTIONS, INC. (formerly Xin Net Corp.) (CIK 0001082603) — May 25, 2005
CHINA MOBILITY SOLUTIONS, INC. (formerly Xin Net Corp.) (CIK 0001082603)
Date: May 25, 2005 · CIK: 0001082603 · Accession: 0001065949-05-000058
AI Filing Summary & Sentiment
Referenced dates: May 17, 2005
Letter
China Mobility Solutions, Inc. #900-789 West Pender Street Vancouver, B.C. Canada V6C 1H2 May 25, 2005 United States Securities and Exchange Commission Attn: Mark P. Shuman, Branch Chief - Legal Washington, D.C. 20549
Re: China Mobility Solutions, Inc. Amended Preliminary Proxy Statement on Schedule 14A Filed May 25, 2005 File No. 0-26559
Dear Mr. Shuman,
In response to your comment letter dated May 17, 2005, the Company has filed Amendment No. 1 to Schedule 14A containing responsive amendments to your comments. The comments are responded to sequentially as follows:
No. 1. We have amended and made text changes on page 8.
No. 2. We have amended and made text changes on page 10.
No. 3. We have amended and made text changes on page 11.
No. 4. We have not advanced loans nor do we plan to advance loans to employees. No employees, executive officers or directors currently have any outstanding loans.
The Company acknowledges that:
(a) the Company is responsible for the adequacy and accuracy of the disclosure in the filing;
(b) staff comments or changes to disclosure in response to staff comments in the filing reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and
(c) the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
We hope this meets Staff comments satisfactorily. If you need anything further, please let us know.
Sincerely,
/s/Angela Du
Angela Du, President
Show Raw Text
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China Mobility Solutions, Inc.
#900-789 West Pender Street
Vancouver, B.C. Canada V6C 1H2
May 25, 2005
United States Securities and Exchange Commission
Attn: Mark P. Shuman, Branch Chief - Legal
Washington, D.C. 20549
Re: China Mobility Solutions, Inc.
Amended Preliminary Proxy Statement on Schedule 14A
Filed May 25, 2005
File No. 0-26559
Dear Mr. Shuman,
In response to your comment letter dated May 17, 2005, the Company has
filed Amendment No. 1 to Schedule 14A containing responsive amendments to your
comments. The comments are responded to sequentially as follows:
No. 1. We have amended and made text changes on page 8.
No. 2. We have amended and made text changes on page 10.
No. 3. We have amended and made text changes on page 11.
No. 4. We have not advanced loans nor do we plan to advance loans to
employees. No employees, executive officers or directors
currently have any outstanding loans.
The Company acknowledges that:
(a) the Company is responsible for the adequacy and accuracy of the
disclosure in the filing;
(b) staff comments or changes to disclosure in response to staff comments
in the filing reviewed by the staff do not foreclose the Commission
from taking any action with respect to the filing; and
(c) the Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
We hope this meets Staff comments satisfactorily. If you need anything
further, please let us know.
Sincerely,
/s/Angela Du
Angela Du, President
<PAGE>
SCHEDULE 14A
Amendment No. 1
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by 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 Section 240.14a-12
CHINA MOBILITY SOLUTIONS, INC.
---------------------------------------
(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 14c-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:
<PAGE>
CHINA MOBILITY SOLUTIONS, INC.
#900 - 789 West Pender Street
Vancouver, B.C. Canada V6C 1H2
(604)632-9638
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
__________, 2005
Dear Shareholder:
We cordially invite you to attend China Mobility Solutions, Inc. Annual
Meeting of Shareholders on _______________________, 2005, at The Sheraton Hotel,
360 Union Blvd., Lakewood, Colorado at which meeting you may be present. If you
choose not to attend, you may send your ballot appointing Angela Du, President,
to vote as your ballot directs. The Notice of Meeting and the accompanying Proxy
describe the business of the Annual Meeting of Shareholders.
The enclosed Proxy statement is being furnished to shareholders of record
on _____________________, 2005 of China Mobility Solutions, Inc. ("CHMS.OB"), a
Florida corporation, in connection with the following proposals.
YOU ARE NOT REQUIRED TO SEND US A PROXY BUT YOUR PROXY IS REQUESTED
The holders of a majority of the issued and outstanding shares entitled to
vote have indicated that they intend to vote in favor of these proposals.
1. To elect two directors to hold office until the next annual meeting of
shareholders and qualification of their respective successors.
2. To ratify the appointment of Moen and Company, as Independent
Accountants for the annual period ending December 31, 2004.
3. To increase the Company's authorized shares to 500 million shares of
common stock.
4. To adopt the 2005 Stock Option Plan.
The Board of Directors has fixed the closing of business on
_______________, 2005 as the record date for the determination of shareholders
entitled to notice of and to vote at this meeting or any adjournment thereof.
The stock transfer books will not be closed.
The Company's Annual Report to Stockholders for the year ended December 31,
2004 accompanies this Notice of Annual Meeting and Proxy Statement.
All stockholders, whether or not they expect to attend the Meeting in
person, are requested either to complete, date, sign, and return the enclosed
form of proxy in the accompanying envelope or to record their proxy by other
authorized means. The proxy may be revoked by the person executing the proxy by
filing with the Secretary of the Company an instrument of revocation or duly
executed proxy bearing a later date, or by electing to vote in person at the
meeting.
Sincerely,
------------------------------
Angela Du, President
WE ARE ASKING YOU FOR A PROXY AND YOU ARE REQUESTED TO SEND US A PROXY.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14A PROMULGATED THERETO
CHINA MOBILITY SOLUTIONS, INC.
ANNUAL MEETING OF SHAREHOLDERS
_____________, 2005
This Proxy Statement is being furnished to Shareholders of China Mobility
Solutions, Inc. ("CHMS.OB") in connection with the Annual Meeting of
Shareholders (the "Meeting") to be held on ______________________, 2005 and at
any adjournments thereof (the "Meeting"). The Meeting will be held at The
Sheraton Hotel, 360 Union Blvd., Lakewood, Colorado, at 1:30 P.M. local time.
This Proxy Statement is first being mailed or given to Shareholders on or
about _______________, 2005.
We are a Florida corporation. We are a full-reporting 1934 Act company,
with our common stock quoted on the Over the Counter Bulletin Board (OTCBB)
under the symbol CHMS.OB. Information about us can be found in our December 31,
2004 Annual Report filed on Form 10-KSB. Additional information about us can be
found in our public filings that can be accessed electronically by means of the
SEC's home page on the Internet at http://www.sec.gov, or at other Internet
sites such as http://www.freeedgar.com, as well as by such other means from the
offices of the SEC.
WE ARE ASKING YOU FOR A PROXY
YOU ARE REQUESTED TO SEND US A PROXY
We are soliciting proxies but the holders of more than 50% percent of the
shares entitled to vote have indicated that they intend to vote in favor of
these proposals. In light of the size of the holdings of these shareholders, the
current Board and management of the Company deems the likelihood of a favorable
vote on the proposals sufficient. You may mark and send the proxy attached
hereto to record your vote.
COSTS OF PROXY STATEMENT
We will pay the cost of preparing and sending out this proxy statement. It
will be sent to most shareholders via regular mail. A few will receive it by
personal delivery or facsimile.
3
<PAGE>
VOTING
SHAREHOLDERS ENTITLED TO VOTE
Holders of record of common stock, at the close of business on the date of
mailing this proxy statement will be entitled to vote at the Annual Meeting. As
of this date, _________________, 2005, 15,826,670 shares of common stock were
issued and outstanding. Each shareholder is entitled to one vote for each share
of common stock held by such shareholder. We have only the single class of
stock, namely our common stock. Each share of Common Stock is entitled to one
(1) vote for as many separate nominees as there are directors to be elected and
for or against all other matters presented. For action to be taken at the Annual
Meeting, a majority of the shares entitled to vote must be represented at the
Annual Meeting in person or by proxy. Shares of stock may not be voted
cumulatively. Abstentions and broker non-votes each will be included in
determining the number of shares present and voting at the Annual Meeting.
Abstentions will be counted in tabulations of the votes cast on proposals,
whereas broker non-votes will not be counted for purposes of determining whether
a proposal has been approved.
QUORUM AND VOTE NECESSARY FOR APPROVALS.
A majority of the shares of common stock outstanding at the record date
must be represented at the Annual Meeting in person or by proxy in order for a
quorum to be present and in order to take action upon all matters to be voted
upon, but if a quorum should not be present, the meeting may be adjourned
without further notice to shareholders, until a quorum is assembled. Each
shareholder will be entitled to cast one vote at the Annual Meeting for each
share of common stock registered in such shareholder's name at the record date.
Abstentions and broker non-votes are counted for purposes of determining
the presence or absence of a quorum for the transaction of business. Each share
of Common Stock entitles the holder thereof to one vote on all matters to come
before the Annual Meeting. Holders of shares of Common Stock are not entitled to
cumulative voting rights.
The favorable vote of a plurality of the votes of the shares of Common
Stock present in person or represented by proxy at the Annual Meeting is
necessary to elect the nominees for directors of the Company. To take the other
actions at the meeting a majority of the shares outstanding must vote in favor
of the proposals present in person or by Proxy.
A majority of shares issued and outstanding is sufficient to approve the
proposal for a reverse split and name change to be incorporated in Amendments to
the Articles of Incorporation.
4
<PAGE>
PROXIES
In voting their Common Stock, stockholders may vote in favor of or against
the proposal to approve the proposals on the agenda or may abstain from voting.
Stockholders should specify their choice on the accompanying proxy card. All
properly executed proxy cards delivered pursuant to this solicitation and not
revoked will be voted at the Meeting in accordance with the directions given. If
no specific instruction are given with regard to the matter to be voted upon,
then the shares represented by a signed proxy card will be voted "FOR" the
approval of the Proposals and in the discretion of such proxies to any other
procedural matters which may properly come before the Meeting or any
adjournments thereof. All proxies delivered pursuant to this solicitation are
revocable at any time before they are voted at the option of the persons
executing them by (i) giving written notice to the Secretary of the Company,
(ii) by delivering a later dated proxy card, or (iii) by voting in person at the
Meeting. All written notices of revocation and other communications with respect
to revocations of proxies should be addressed to Angela Du, President, c/o 7609
Ralston Road, Arvada, CO 80002.
IF THEY WISH TO VOTE, HOLDERS OF COMMON STOCK ARE REQUIRED TO COMPLETE,
DATE, AND SIGN THE ACCOMPANYING PROXY CARD AND RETURN IT PROMPTLY TO THE COMPANY
IN THE ACCOMPANYING ENVELOPE.
The person named as proxy is Angela Du, President of the Company.
In addition to the solicitation of proxies by mail, the Company, through
its directors, officers, and employees, may solicit proxies from stockholders
personally or by telephone or other forms of communication. The Company will not
reimburse anyone for out-of-pocket costs and expenses incurred in the
solicitation of proxies. The Company also will request brokerage houses,
nominees, fiduciaries, and other custodians to forward soliciting materials to
beneficial owners, and the Company will reimburse such persons for their
reasonable expenses incurred in doing so. All expenses incurred in connection
with the solicitation of proxies will be borne by the Company.
INTEREST OF PERSONS IN MATTERS TO BE ACTED UPON
No officer or director or principal shareholder has a substantial or
material interest in the favorable action on these proposals.
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PROPOSAL #1
PROPOSED AMENDMENTS TO ARTICLES OF INCORPORATION AND
CHANGES IN CORPORATE CAPITALIZATION
NOMINATION AND ELECTION OF DIRECTORS
The Company's Bylaws currently provide for the number of directors of the
Company to be established by resolution of the Board of Directors and that
number is four. The Board has nominated four (4) persons. At this Annual
Meeting, a Board of four (4) directors will be elected. Except as set forth
below, unless otherwise instructed, the proxy holders will vote the proxies
received by them for Management's nominees named below.
All the nominees are presently directors of the Company. In the event that
any Management nominee shall become available, or if other persons are
nominated, the proxy holders will vote in their discretion for a substitute
nominee. It is not expected that any nominee will be unavailable. The term of
office of each person elected as a director will continue until the next Annual
Meeting of Stockholders or until a successor has been elected and qualified.
The proxies sol