INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant X
Filed by a Party other than the Registrant /_/
Check the appropriate box:
X Preliminary Proxy Statement
/_/ Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/_/ Definitive Proxy Statement
/_/ Definitive Additional Materials
/_/ Soliciting Material Pursuant toss.240.14a-12
CHINA WI-MAX COMMUNICATIONS, 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)(1) 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:
CHINA WI-MAX COMMUNICATIONS, INC.
1905 Sherman Street, Suite 335
Denver, Colorado 80203
(303)993-8028
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the shareholders of China Wi-Max Communications, Inc.:
An annual Meeting of Shareholders of China Wi-Max Communications, Inc.
(the "Company") will be held at the offices of the Company's General Counsel,
vonBriesen, 411 East Wisconsin Avenue, Suite 700, Milwaukee, Wisconsin 53202 at
10:00 a.m., Central Time on________________, 2009 for the purposes of:
1. To elect four persons to the Board of Directors for the ensuing year.
2. To ratify the appointment of our auditors, GHP Horwath, P.C.
All shareholders are invited to attend the meeting. Shareholders of
record at the close of business on August 4, 2009, the record date, fixed by the
Board of Directors, are entitled to notice of and to vote at the meeting. A
complete list of shareholders entitled to notice of and to vote at the meeting
will be open for examination by shareholders beginning 10 days prior to the
meeting for any purpose germane to the meeting during normal business hours at
the Company's General Counsel, vonBriesen, 411 East Wisconsin Avenue, Suite 700,
Milwaukee, Wisconsin 53202.
The Company's Annual Report to Stockholders for the year ended December
31, 2008 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.
Whether or not you intend to be present at the meeting, please sign and
date the enclosed proxy and return it in the enclosed envelope.
September __, 2009 By Order of the Board of Directors
---------------------------------------------
Steven T. Berman, President,
Chief Executive Officer,
Secretary and Director
CHINA WI-MAX COMMUNICATIONS, INC.
1905 Sherman Street, Suite 335
Denver, Colorado 80203
(303)993-8028
- --------------------------------------------------------------------------------
PROXY STATEMENT
- --------------------------------------------------------------------------------
PROXIES ARE BEING SOLICITED BY THE COMPANY, AND YOU ARE
REQUESTED TO SUBMIT YOUR PROXY TO THE COMPANY.
SOLICITATION AND REVOCABILITY OF PROXY
This proxy statement ("Proxy Statement") and the accompanying proxy ("Proxy") is
furnished in connection with the solicitation by the Board of Directors (the
"Board") of China Wi-Max Communications, Inc., a Colorado corporation (the
"Company"), for use at the Annual Meeting of Shareholders (the "Annual Meeting")
to be held at 411 East Wisconsin Avenue, Suite 700, Milwaukee, Wisconsin 53202
on ___________, 2009 at 10:00 a.m., Central Time, and for any postponement or
adjournment thereof, for the purposes set forth in the accompanying Notice of
Annual Meeting of Shareholders.
The Company will bear the cost of solicitation of proxies. In addition to the
solicitation of proxies by mail, certain officers, agents and employees of the
Company, without extra remuneration, may also solicit proxies personally by
telephone, telefax or other means of communication. In addition to mailing
copies of this material to shareholders, the Company may request persons, and
reimburse them for their expenses in connection therewith, who hold stock in
their names or custody or in the names of nominees for others, to forward such
material to those persons for whom they hold stock of the Company and to request
their authority for execution of the proxies.
A shareholder who has given a Proxy may revoke it at any time prior to its
exercise by giving written notice of such revocation to the Secretary of the
Company, executing and delivering to the Company a letter dated Proxy reflecting
contrary instructions or appearing at the Annual Meeting and voting in person.
The mailing address of the Company's principal executive office is 1905 Sherman
Street, Suite 335, Denver, Colorado 80203, and its telephone number at this
office is (303) 222-1000.
SHARES OUTSTANDING, VOTING RIGHTS AND PROXIES
Holders of shares of the Company's common stock (the "Common Stock") of record
at the close of business on August 4, 2009 (the "Record Date") are entitled to
vote at the Annual Meeting or any postponement or adjournment thereof. On the
Record Date there were issued and outstanding 14,054,656 shares of Common Stock.
Each outstanding share of Common Stock is entitled to one vote.
The holders of a majority of the outstanding shares of the Company entitled to
vote on the matters proposed herein, present in person or by Proxy, shall
constitute a quorum at the Annual Meeting. The approval of a majority of the
1
outstanding shares of Common Stock present in person or represented by Proxy,
assuming a quorum at the Annual Meeting, is required for the adoption of the
matters proposed herein.
The form of Proxy solicited by the Board affords shareholders the ability to
specify a choice among approval of, disapproval of, or abstention with respect
to, each matter to be acted upon at the Annual Meeting. Shares of Common Stock
represented by the Proxy will be voted, except as to matters with respect to
which authority to vote is specifically withheld. Where the solicited
shareholder indicates a choice on the form of Proxy with respect to any matter
to be acted upon, the shares will be voted as specified. Abstentions and broker
non-votes will not have the effect of votes in opposition to a director or
"against" any other proposal to be considered at the Annual Meeting.
The person named as proxy is the Company's President, Steven T. Berman. All
shares of Common Stock represented by properly executed proxies which are
returned and not revoked will be voted in accordance with the instructions, if
any, given therein. If no instructions are provided in a Proxy, the shares of
Common Stock represented by your Proxy will be voted FOR the Board's nominees
for director and FOR the ratification of our Auditors, GHP Horwath, P.C. in
accordance with the Proxy holder's best judgment and as to any other matters
raised at the Annual Meeting.
DISSENTER'S RIGHTS
Under Nevada law, shareholders are not entitled to dissenter's rights of
appraisal on any proposal referred to herein.
The approximate date on which this Proxy Statement and the accompanying form of
Proxy are first being mailed to shareholders is September __, 2009.
INFORMATION RELATING TO VARIOUS PROPOSALS
PROPOSAL #1: ELECTION OF DIRECTORS
INFORMATION CONCERNING DIRECTORS
At the time of the Annual Meeting, the Board will consist of four incumbent
members (all four of which are seeking to be re-elected at the Annual Meeting),
in each case to hold office until the next annual or Annual Meeting of
shareholders at which a new Board is elected and until their successors shall
have been elected and qualified. The Company's Articles of Incorporation and
Bylaws presently provide for a Board of no less than two and no more than nine
directors. It is intended that the accompanying Proxy will be voted in favor of
the following persons to serve as directors, unless the shareholder indicates to
the contrary on the Proxy.
Steven T. Berman, Dr. Allan Rabinoff, George "Buck" Krieger and Sharon Xiong,
who are incumbent directors, have been nominated by the Board for election as
directors of the Company. All of the nominees have informed the Company that
they are willing to serve, if elected, and management has no reason to believe
that any of the nominees will be unavailable. In the event a nominee for
director should become unavailable for election, the persons named in the Proxy
will vote for the election of any other person who may be recommended and
nominated by the Board for the office of director. The persons named in the
accompanying Proxy intend to vote for the election as director of the nominees
listed above. Information regarding directors is set forth below.
2
The following table sets forth certain information with respect to each person
who is currently a director and/or executive officer of the Company, as well as
the persons nominated and recommended to be elected by the Board, and is based
on the records of the Company and information furnished to it by the persons.
Reference is made to "Security Ownership of Certain Beneficial Owners and
Management" for information pertaining to stock ownership by each director and
executive officer of the Company and the nominees.
DIRECTORS AND EXECUTIVE OFFICERS
The following table contains certain information with respect to the persons who
are currently, or nominated to be, directors and executive officers of the
Company.
NAME AGE POSITION
- --------------------------------------------------------------------------------------------------------------------
Steven T. Berman 46 President, Chief Executive Officer,
Secretary and Director
Dr. Allan Rabinoff 63 Chairman of the Board
Frank R. Ventura 69 Chief Financial Officer and Treasurer
George "Buck" Krieger 68 Director
Sharon Xiong 47 Director
BIOGRAPHICAL INFORMATION ON OFFICERS AND DIRECTORS
STEVEN T. BERMAN, PRESIDENT, CHIEF EXECUTIVE OFFICER, SECRETARY AND DIRECTOR
Mr. Berman was appointed President, Chief Executive Officer and Director on
March 5, 2009 and Secretary on August 7, 2009. Mr. Berman has a B.A. from the
University of Wisconsin (1984) and a J.D. from the University of Wisconsin
(1987). He served as Assistant General Counsel from 1989-1994 for the National
Rural Utilities Cooperative Finance Corp. He became Senior VP, General Counsel,
and Secretary/Treasurer of National Rural Telecommunications Cooperative from
1994-2004. In 2005-2006, he was President/CEO of First Capital Surety & Trust
Company. He founded EBC Enterprises, LLC in 2004 as a consulting company.
FRANK R. VENTURA, CHIEF FINANCIAL OFFICER AND TREASURER
Mr. Ventura was appointed Chief Financial Officer as of April 23, 2009 and
Treasurer as of August 7, 2009. Mr. Ventura earned a B.S. in accounting in 1965
from Rockhurst University. In 1972, he completed a program for Management
Development at Harvard Business School. From September 2000 to June 2002, he was
the Chief Financial Officer for St. Andrews Telecommunications, Inc. From May
2003 to September 2004, he was the Chief Financial Officer of Gas-Mart USA, Inc.
Beginning in November 2004 to date, he has been the Chief Financial Officer and
twenty percent owner of Blue Star Communications, Inc.
3
DR. ALLAN RABINOFF, CHAIRMAN OF THE BOARD
Dr. Rabinoff has over twenty-five years of business experience in China and the
Far East, including developing international companies and teams. Dr. Rabinoff
has been involved as a Board and Senior Executive Team member of several Chinese
ventures. Additionally, he served as the Chief Operations Officer of In Touch
Communications Inc. in Beijing from November 2004 to May 2005. Dr. Rabinoff has
accumulated a vast array of contacts in business and government over the last
twenty-five years in Asia and has a firm grasp on the requirements necessary to
successfully operate in China. In 1975, Dr. Rabinoff earned a PhD from the
University of Maryland. He also holds a Master's and Bachelor of Science degree
from the University of Wisconsin.
GEORGE "BUCK" KRIEGER, DIRECTOR
Mr. Krieger was appointed to the Company's Board at its inception in July 2006.
In August of 2004 he was the President of StarTelecom, Inc., a
telecommunications consulting firm, until July 2006. Mr. Krieger has an
extensive financial background which began at Clayton Brokerage Company, which
became the largest brokerage house in the country dedicated to commodities.
During his tenure at Clayton Brokerage he was an Executive V.P. and National
Sales Manager for ten years. Mr. Krieger retired from Clayton after twenty-five
years. He intends to focus his business time primarily on China Wi-Max.
SHARON XIONG, DIRECTOR
Ms. Xiong was appointed on March 9, 2009. Ms. Xiong received her education in
Computer Science from the University of Colorado, Denver and holds an EMBA from
the University of Colorado, Denver, a Ph.D. from the Medical school at the
University of South Dakota, and an M.S and B.S. from Peking University, China.
Sharon Xiong currently leads and manages system verification of High DensitySIP
Trunk Gateway at Avaya Communication Inc. Prior to working for Avaya, Sharon
worked at Lucent Technologies on 10G optical router (Bandwidth Manager)
development and Rhythm Netconnections, Inc., for DSL management software
development. Sharon is the president of XBC Consulting firm which offers
business consulting services to people who intend to expand their business in
China's emerging market. She understands Chinese culture, has a broad Chinese
network, many years hands-on experience in US corporate business operation, and
corporate management skills.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On January 1, 2008, China Wi-Max entered into an employment agreement with Mr.
George Harris to serve as the President and Chief Financial Officer of China
Wi-Max. Mr. Harris's employment agreement has a term of three years and provides
for Mr. Harris to receive a base salary of $10,000 per month. The employment
agreement does provide for the possibility of $5,000 per month being deferred,
as necessary, and that the deferred salary may be converted into common stock at
a rate of $0.25 per share. As of December 31, 2008, Mr. Harris had a deferred
salary balance of $15,000 from the first quarter of 2008. In addition, upon the
earlier occurrence of the closing of financing of at least $4 million or
December 31, 2008, the base salary will increase to $15,000 per month. In
addition, Mr. Harris's employment agreement provided for him to receive a
signing bonus of 200,000 shares of China Wi-Max's common stock. Mr. Harris
ceased to serve as the President on March 5, 2009 and as the Chief Financial
Officer and a director until April 16, 2009. On April 16, 2009, the Company
entered into a separation agreement with Mr. Harris. The Separation Agreement
provided for the payment of previously deferred and other compensation of
approximately $98,000 over the next ten months and vesting of 200,000 previously
unvested stock options.
4
On March 1, 2008, China Wi-Max entered into an employment agreement with Dr.
Allan Rabinoff to serve as the Executive Director of Chinese Business
Development. Dr. Rabinoff's employment agreement has a term of three years and
provides for Dr. Rabinoff to receive a base salary of $10,000 per month. The
employment agreement provides that the base salary upon the earlier occurrence
of the closing of financing of at least $4 million or December 31, 2008, the
base salary will increase to $15,000 per month.
On January 1, 2008, Mr. Harris, a former officer and director, was issued an
option exercisable for 500,000 shares under the Corporation Stock Option Plan in
connection with his employment agreement. The option has an exercise price of
$0.25 per share and a term of five years. The option vests at a rate of 200,000
on the grant date, 100,000 on each anniversary of the effective date of the
employment agreement. Vesting is accelerated in connection with a change in
control or termination of the employment agreement.
In December 2007, Mr. Harris, a former officer and director, purchased a $5,000
Convertible Promissory Note, as part of the Convertible Note Offering. The note
is due December 31, 2008 and is convertible in shares of common stock at $0.25
per share.
On March 1, 2008, Dr. Rabinoff was issued an option exercisable for 600,000
shares under the Corporation Stock Option Plan in connection with his employment
agreement. The option has an exercise price of $0.25 per share and a term of
five years. The option vests at a rate of 75,000 shares with the completion of
acquisitions of both the fiber assets and spectrum license in each of the
remaining 8 targeted cities of the business plan.
On March 1, 2008, Mr. Daniel Najor, a former Director of China Wi-Max, was
issued an option exercisable for 450,000 shares under the Corporation Stock
Option Plan. The option has an exercise price of $0.25 per share and a term of 5
years. The option vests at a rate of 18,750 shares per month. Mr. Najor received
the option as payment for his services.
On March 5, 2009 China Wi-Max entered into a three year employment agreement
with Mr. Berman to serve as President and Director providing for normal
executive participation in the employee benefit plans, expense reimbursements
and paid vacations. The Agreement contains normal duties, responsibilities,
termination, non-competition, and compensation clauses. The base salary is
established at $10,000 per month. The Agreement also provides a signing bonus of
250,000 shares and 300,000 options vesting over three years at a rate of 100,000
shares per year with an exercise price of $.25 per share.
In June 2009, Mr. Berman was granted an option for 500,000 shares of the
Company's common stock. The option vests contingent to the Company achieving
certain milestones in its financing efforts (50,000 options for every $1 Million
received up to $10 Million). The option is exercisable for five years and has an
exercise price of $0.25 per share.
On March 9, 2009, Ms. Sharon Xiong was appointed to the Board. Ms. Xiong
received 25,000 shares in anticipation of services to be provided.
5
During the years ended December 31, 2008 and 2007, the following officers and
directors of China Wi-Max received shares of common stock in the following
amounts for the reasons as stated below.
NAME NUMBER OF SHARES VALUE OF STOCK REASON FOR ISSUANCE
- ---------------------------------- ---------------- -------------- -------------------
YEAR ENDED DECEMBER 31, 2007
- ----------------------------------
Jenny Wang, former Director 200,000 $200 Services
Dr. Allan Rabinoff, Director 750,000 $750 Services
Buck Krieger, Director 500,000 $500 Services
Jenny Wang, former Director 100,000 $100 Services
Buck Krieger, Director 500,000 $500 Services
Dr. Allan Rabinoff, Director 500,000 $500 Services
Dr. Allan Rabinoff, Director 75,000 $18,750 Services
Jenny Wang, former Director 50,000 $12,500 Services
YEAR ENDED DECEMBER 31, 2008
- ----------------------------------
George Harris, former President
Chief Financial 200,000 $50,000 Signing Bonus
w/ Employment
Agreement
Daniel Najor, former Director 50,000 $12,500 Services
In April 2009, the Company entered into a one-year employment agreement with Mr.
Frank Ventura, to serve as Chief Financial Officer of the Company. The full time
base salary is established at approximately $6,500 per month, beginning May 1,
2009. The Agreement also provides a signing bonus of 50,000 options to purchase
common shares at $.25 per share over three years.
During the six month period ended June 30, 2009, the Company issued 1,785,000
shares of common stock to various parties as employment bonuses and payments for
services performed for the Company, valued at $446,250 ($0.25 per share).
6
EXECUTIVE AND DIRECTOR COMPENSATION
The following table sets forth certain information concerning compensation paid
by the Company to the President and the Company's two most highly compensated
executive officers for the fiscal years ended December 31, 2008, 2007 and 2006
(the "Named Executive Officers"):
SUMMARY EXECUTIVES COMPENSATION TABLE
- ------------------------------------------------------------------------------------------------------------------------------------
NON-EQUITY
INCENTIVE NON-QUALIFIED
PLAN DEFERRED ALL
STOCK OPTION COMPEN- COMPENSATION OTHER
NAME & POSITION SALARY BONUS AWARDS AWARDS SATION EARNINGS COMPEN-SATITOTAL
YEAR ($) ($) ($) ($) ($) ($) ($) ($)
- ------------------------------- ------ ------------ -------- ----------- ----------- ------------ ------------- ---------- ---------
Steven T. Berman, President, 2008 0 0 0 0 0 0 0 0
Chief Executive Officer, 2007 0 0 0 0 0 0 0 0
Secretary and Director (1) 2006 0 0 0 0 0 0 0 0
Frank R. Ventura, Chief 2008 0 0 0 0 0 0 0 0
Financial Officer and 2007 0 0 0 0 0 0 0 0
Treasurer (2) 2006 0 0 0 0 0 0 0 0
Dr. Allan Rabinoff, Chairman 2008 $100,000 0 0 0 0 0 $20,000 $120,000
and Executive Director (3) 2007 0 0 $20,000 0 0 0 $42,000 $62,000
2006 0 0 $1,500 0 0 0 0 $1,500
George E. Harris, Former 2008 $105,000 0 $50,000 $39,900 0 0 0 $194,900
President, CFO and Director 2007 0 0 0 0 0 0 0 0
(4) 2006 0 0 0 0 0 0 0 0
Jenny Wang, Former Chief 2008 0 0 0 0 0 0 $80,600 $80,600
Administrative Officer and 2007 0 0 $13,400 0 0 0 $21,000 $34,400
Director (5) 2006 0 0 $100 0 0 0 0 $100
- ------------------------------- ------ ------------
(1) Mr. Berman was appointed President, Chief Executive Officer and Director on
March 5, 2009 and Secretary on August 7, 2009.
(2) Mr. Ventura was appointed Chief Financial Officer on April 23, 2009 and
Treasurer on August 7, 2009.
(3) During the year ended December 31, 2006, Dr. Rabinoff received 1,500,000
shares of common stock valued at $1,500 for his services. During the year ended
December 31, 2007, Dr. Rabinoff received 1,325,000 shares of common stock valued
at $20,000 as compensation for his services. Mr. Rabinoff received $42,000 for
his services as a director for China Wi-Max. On March 1, 2008, Mr. Rabinoff
entered into an employment agreement with China Wi-Max, prior to that Mr.
Rabinoff did not receive a salary.
(4) In January 2008, Mr. Harris received 200,000 shares of common stock, valued
at $50,000 as a signing bonus in connection with the employment agreement he
executed at that time and 300,000 vested options with an exercise price of $.25,
valued at $39,900. Prior to January 1, 2008, Mr. Harris did not receive a salary
from China Wi-Max. Mr. Harris resigned his position as President on March 5,
2009. On April 16, 2009, Mr. Harris resigned as CFO and a Director.
(5) During the year ended December 31, 2006, Ms. Wang was issued 100,000 shares
of common stock valued at $100 for services. During the year ended December 31,
2007, Ms. Wang received 950,000 shares of common stock valued at $13,400 as
compensation for her services. In addition, Ms. Wang received $21,000 in cash
for her services as a director of the Company. Ms Wang resigned as Chief
Administrative Officer and Director effective March 5, 2009.
7
The following table sets forth certain information concerning compensation paid
by the Company to the President and the Company's two most highly compensated
executive officers for the period of January 1, 2009 through July 31, 2009:
SUMMARY EXECUTIVES COMPENSATION TABLE
- ---------------------------------------------------------------------------------------------------------------------------------
NON-EQUITY NON-QUALIFIED
INCENTIVE DEFERRED
STOCK OPTION PLAN COMPENSATION ALL OTHER
SALARY BONUS AWARDS AWARDS COMPENSATION EARNINGS COMPENSATION TOTAL
NAME & POSITION YEAR ($) ($) ($) ($) ($) ($) ($) ($)
- ----------------------- ------- ----------- --------- ---------- ---------- -------------- ------------- ------------ -----------
Steven T. Berman,
President, Chief
Executive Officer,
Secretary and 2009 $20,000 0 $62,500 $19,738 0 0 0 $102,238
Director (1)
Frank R. Ventura,
Chief Financial
Officer and Treasurer 2009 0 0 0 $ 9,550 0 0 0 $ 9,550
(2)
George E. Harris,
Former President, CFO 2009 $52,500 0 0 0 0 0 $112,500 $165,000
and Director (3)
Jenny Wang, Former
Chief Administrative
Officer and Director 2009 $12,200 0 0 0 0 0 0 $ 12,200
(4)
- ------------------------
(1) Mr. Berman was appointed President, Chief Executive Officer and Director on
March 5, 2009 and Secretary on August 7, 2009. Mr. Berman was issued 250,000
shares of the Company's restricted common stock valued at $0.25 per share, based
upon the fair market value at issuance. During the six months ended June 30,
2009, Mr. Berman was granted an option exercisable for 500,000 shares of the
Company's common stock. The option vests contingent to the Company achieving
certain milestones in its financing efforts (50,000 options for every $1 Million
received up to $10 Million). The option is exercisable for five years and has an
exercise price of $0.25 per share. He also was granted an option for 300,000
shares that vested at a rate of 100,000 shares per year, with an exercise price
of $0.25 per share. The Company has recognized a compensation expense of $19,738
in connection with the options using the Black-Scholes Method.
(2) Mr. Ventura was appointed Chief Financial Officer on April 23, 2009 and
Treasurer on August 7, 2009. Mr. Ventura is to receive a monthly compensation of
$4,000 per month. A total of $12,000 has been accrued and deferred for payment.
Mr. Ventura has been granted an option exercisable for 50,000 shares with an
exercise price of $0.25 per share and a term of 5 years. The Company has
recognized a compensation expense of $9,550 in connection with the options using
the Black-Scholes Method.
(3) Mr. Harris resigned his position as President on March 5, 2009. On April 16,
2009, Mr. Harris resigned as CFO and a Director. As part of Mr. Harris's
Settlement Agreement with the Company he is to receive accrued compensation and
expense reimbursements totaling $94,600. In April 2009, Mr. Harris was issued
450,000 shares of common stock, valued at $0.25 per share for payment on
$112,500 of accrued salary.
(4) Ms Wang resigned as Chief Administrative Officer and Director effective
March 5, 2009.
8
EMPLOYMENT AGREEMENTS
On January 1, 2008, China Wi-Max entered into an employment agreement with Mr.
George Harris to serve as the President and Chief Financial Officer of China
Wi-Max. On March 5, 2009, Mr. Harris resigned as President, with no other
changes to his employment agreement. On April 16, 2009, Mr. Harris resigned as
CFO and director. On January 1, 2008, Mr. Harris was issued an option
exercisable for 500,000 shares under the Corporation Stock Option Plan in
connection with his employment agreement. The option has an exercise price of
$0.25 per share and a term of five years. The option vests at a rate of 200,000
on the grant date, 100,000 on each anniversary of the effective date of the
employment agreement. Vesting is accelerated in connection with a change in
control or termination of the employment agreement. As Mr. Harris has
terminated, his option is fully vested for 500,000 shares.
On March 1, 2008, China Wi-Max entered into an employment agreement with Dr.
Allan Rabinoff to serve as the Executive Director - China Business Development.
Dr. Rabinoff's employment agreement has a term of three years and provides for
Dr. Rabinoff to receive a base salary of $10,000 per month. The employment
agreement provides that the base salary upon the earlier occurrence of the
closing of financing of at least $4 million or December 31, 2008, the base
salary will increase to $15,000 per month. Vesting is accelerated in connection
with a change in control or termination. On March 1, 2008, Dr. Rabinoff was
issued an option exercisable for 600,000 shares under the Corporation Stock
Option Plan in connection with his employment agreement. The option has an
exercise price of $0.25 per share and a term of five years. The option vests at
a rate of 75,000 shares with the completion of acquisitions of both the fiber
assets and spectrum license in each of the remaining 8 targeted cities of the
business plan. Vesting is accelerated in connection with a change in control or
termination of the employment agreement.
On March 1, 2009 China Wi-Max entered into a three year employment agreement
with Mr. Berman to serve as President, Chief Executive Officer and Director
providing for normal executive participation in the employee benefit plans,
expense reimbursements and paid vacations. The Agreement contains normal duties,
responsibilities, termination, non-competition, and compensation clauses. The
base salary is established at $10,000 per month, beginning June 1, 2009. The
Agreement also provides a signing bonus of 250,000 shares and options
exercisable for 300,000 shares, vesting over three years at 100,000 shares per
year at $.25.
The Board approved additional incentive arrangement for Steve Berman, President
and CEO, - 500,000 options granted (effective 6/10/09) at present day fair
market value ($0.25) subject to vesting conditioned upon Company-achieving
milestones of raising equity - 50,000 options vested for each $1M received up to
$10M (total potential of 500,000 options vested with 5-yr exercise term). Mr.
Berman's salary to be increased from $10K per month to $15K per month after
first to occur of (i) one-year anniversary of start date; or (ii) a $5M traunch
of financing closed.
At a meeting of the Board of Directors on June 10, 2009, the Board approved the
modification of option awards for cities whose rights (fiber and wireless) are
purchased whereby a plan was approved to award shares per prior arrangement -
50,000 shares to Jenny Wang and 75,000 shares to Allan Rabinoff. This
arrangement is cancelled by the Board and is no longer in effect on a
going-forward basis.
The Board approved new terms to include granting options immediately (600,000
for Allan Rabinoff and 800,000 for Frank Jia, effective (6/10/09)) subject to
vesting tied to the following Company-achieved milestones at present day fair
market value ($0.25) with a five-year exercise term:
9
Allan Rabinoff (Chairman) - 75,000 options to vest per city
implemented (eight city potential - Shanghai, Chongqing, Shenzhen, Dalian,
Qingdao, Guangzhou, Xi'an, Tianjin);
Frank Jia - 100,000 options to vest per city implemented
(eight city potential - Shanghai, Chongqing, Shenzhen, Dalian, Qingdao,
Guangzhou, Xi'an, Tianjin). Conditions to Frank Jia's options vesting:
contingent upon (i) satisfactory continued performance in current duties and
roles; (ii) each applicable city's fiber and wireless transaction(s) being
directly developed and closed by him (rather than via a third-party); (iii) all
such transactions, on a per city basis, being purchased at cost, in addition to
potential and appropriate lobbying and transaction fees, acceptable to the
Company, in compliance with all laws and regulations, and with full
transparency.
In addition, the Board approved the modification of Chairman Rabinoff's
employment contract to provide for 12 months severance (rather than 3 months),
in the event of termination of employment as provided therein.
In connection with the employment agreements, generally, the Company terminates
the employment agreement at any time with cause. The employee has the right to
terminate the employment agreement at any time with good reason. In the event,
the Company terminates an employment agreement for cause or the employee
terminates his or her employee agreement with good reason, all of such
employee's rights to compensation would cease upon the date of such termination.
If we terminate an employment agreement without cause, then such employee
terminates his employment agreement for cause, or in the event of a change in
control, we are required to pay to such employee all compensation and other
benefits that would have accrued and/or been payable to that employee during the
full term of the employment agreement.
A change of control is considered to have occurred when, as a result of any type
of corporate reorganization, execution of proxies, voting trusts or similar
arrangements, a person or group of persons (other than incumbent officers,
directors and our principal stockholders) acquires sufficient control to elect
more than a majority of our board of directors, acquires 50% or more of our
voting shares, or we adopt a plan of dissolution of liquidation. The employment
agreement also include a non-compete and nondisclosure provisions in which each
employee agrees not to compete with or disclose confidential information
regarding us and our business during the term of the employment agreement and
for a period of one year thereafter.
EQUITY COMPENSATION PLAN INFORMATION
China Wi-Max, in May 15, 2009, our Board of Directors adopted an Incentive Stock
Option Plan pursuant to which the Board of Directors may grant options or shares
to key employees, consultants, and others for up to 5,000,000 shares of the
Company's common stock. The plan will provide for the grant of incentive stock
options with an exercise price of not less than the fair market value on the
date of the grant as determined by the Board of Directors and will expire no
later than the fifth anniversary of the date of grant. As of July 31, 2009,
4,825,000 options with an exercise price of $0.25 had been granted to key
officers, directors, employees and advisors outside of the newly adopted Plan.
Before any employee options may be delivered or exercised, the shareholders must
ratify the Plan.
10
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The following table provides information as of July 31, 2008, regarding the
equity compensation plan (including individual compensation arrangements) under
which shares of China Wi-Max's common stock are authorized for issuance. No
class of our securities other than our common stock or options to purchase our
common stock is authorized for issuance under any of our equity compensation
plans.
NUMBER OF
SECURITIES TO
BE ISSUED UPON
EXERCISE OF NUMBER OF SECURITIES
OUTSTANDING REMAINING AVAILABLE FOR
OPTIONS, WEIGHTED-AVERAGE FUTURE ISSUANCE UNDER
WARRANTS AND EXERCISE PRICE OF EQUITY COMPENSATION PLANS
RIGHTS OUTSTANDING OPTIONS, (EXCLUDING SECURITIES
PLAN CATEGORY WARRANTS AND RIGHTS REFLECTED IN COLUMN (A) )
(A) (B) (C)
- -------------------------------------------------------------------------------------------------------------------
Equity compensation plans approved by
security holders 0 0 0
Equity compensation plans not
approved by security holders 4,850,000 $ 0.25 150,000
---------------- --------------------- ----------------------------
Total 4,850,000 $ 0.25 150,000
The following table provides information as of July 31, 2009, regarding the
equity compensation plan (including individual compensation arrangements) under
which shares of China Wi-Max's common stock are authorized for issuance. No
class of our securities other than our common stock or options to purchase our
common stock is authorized for issuance under any of our equity compensation
plans.
NUMBER OF NUMBER OF
SECURITIES SECURITIES
TO BE ISSUED TO BE
UPON ISSUED UPON
EXERCISE OF EXERCISE OF
VESTED AND UNVESTED NUMBER OF SECURITIES
OUTSTANDING AND REMAINING AVAILABLE FOR
OPTIONS, OUTSTANDING WEIGHTED-AVERAGE FUTURE ISSUANCE UNDER
WARRANTS AND OPTIONS, EXERCISE PRICE OF EQUITY COMPENSATION
RIGHTS WARRANTS OUTSTANDING PLANS (EXCLUDING
AND RIGHTS OPTIONS, WARRANTS SECURITIES REFLECTED IN
PLAN CATEGORY AND RIGHTS COLUMN (A) AND (B) *
(A) (B) (C) (D)
- -------------------------------------------------------------------------------------------------------------------
Equity compensation plans
approved by security holders 0 0 0 0
Equity compensation plans not
approved by security holders 1,675,000 3,175,000 $ 0.25 150,000
------------ ------------- ------------------- -------------------------
Total 1,675,000 3,175,000 $ 0.25 150,000
- ---------------------------------
* Prior to increase from 4,000,000 to 5,000,000
11
DIRECTOR COMPENSATION
The following table sets forth certain information concerning compensation paid
by the Company to those directors who served on the Company's Board of
Directors, during the year ended December 31, 2008. NOTE: THIS TABLE EXCLUDES
ANY COMPENSATION PAID FOR SERVICES AS AN OFFICER.
NAME FEES STOCK OPTION NON-EQUITY NON-QUALIFIED ALL OTHER TOTAL
EARNED AWARDS AWARDS INCENTIVE PLAN DEFERRED COMPENSATION
OR PAID COMPENSATION COMPENSATION
IN CASH EARNINGS
- ------------- ---------- ----------- ----------- ------------------ ------------------- ------------------ -----------
Dr. Allan $20,000 $0 $0 $0 $0 $0 $20,000
Rabinoff (1)
George E. $0 $0 $0 $0 $0 $194,900 $194,900
Harris (2)
George $62,500 $0 $0 $0 $0 $0 $62,500
"Buck"
Krieger (3)
Daniel $35,000 $0 $0 $0 $0 $0 $35,000
Najor (4)
Jenny Wang $80,600 $0 $0 $0 $0 $0 $80,600
(5)
- -----------------------
(1) During 2008, Mr. Rabinoff received $20,000 for his services as a director
and on March 1, 2008, he entered into an employment agreement with China Wi-Max,
prior to that Mr. Rabinoff did not receive a salary.
(2) In January 2008, Mr. Harris received 200,000 shares of common stock, valued
at $50,000 as a signing bonus in connection with the employment agreement he
executed at that time and 300,000 vested options with an exercise price of $.25,
valued at $39,900. Prior to January 1, 2008, Mr. Harris did not receive a salary
from China Wi-Max. On April 16, 2009, Mr. Harris resigned as a Director
(3) During the year 2008, Mr. Krieger received cash of $60,000 and other
compensation of $2,500 in connection with services he provided in developing the
business plan, seeking out potential new management and Board members, and other
business matters.
(4) In March 2008, Mr. Najor was issued 50,000 shares of common stock valued at
$12,500 and 187,500 vested options with an exercise price of $.25, valued at
$22,500 for his services. Mr. Najor resigned as a Director effective March 1,
2009.
(5) During 2008, Ms. Wang received $80,600 in cash for her services as a
director and officer of the Company. Ms. Wang resigned as Chief Administrative
Officer and Director effective March 5, 2009.
12
The following table sets forth certain information concerning compensation paid
by the Company to those directors who served on the Company's Board of
Directors, during the period of January 1, 2009 through July 31, 2009. NOTE:
THIS TABLE EXCLUDES ANY COMPENSATION PAID FOR SERVICES AS AN OFFICER.
NAME FEES STOCK OPTION NON-EQUITY NON-QUALIFIED ALL OTHER TOTAL
EARNED OR AWARDS AWARDS INCENTIVE PLAN DEFERRED COMPENSATION
PAID IN COMPENSATION COMPENSATION
CASH EARNINGS
- -------------------------- ----------- ---------- ---------- ---------------- ----------------- ----------------- ----------
Steven T. Berman (1) $0 $0 $0 $0 $0 $0 $0
Dr. Allan Rabinoff (2) $105,000 $0 $0 $0 $0 $0 $105,000
George E. Harris (3) $0 $0 $0 $0 $0 $0 $0
George "Buck" Krieger $0 $0 $0 $0 $0 $0 $0
Sharon Xiong $0 $0 $0 $0 $0 $0 $0
Daniel Najor (4) $0 $0 $0 $0 $0 $0 $0
Jenny Wang (5) $0 $0 $0 $0 $0 $0 $0
- ---------------------------
(1) Mr. Berman was appointed a Director effective March 5, 2009. Mr. Berman
was appointed President, Chief Executive Officer and Director on March
5, 2009 and Secretary on August 7, 2009. In connection with his
employment agreement as an officer of the Company, Mr. Berman was
issued 750,000 shares of the Company's restricted common stock valued
at $0.25 per share, based upon the fair market value at issuance.
During the six months ended June 30, 2009, Mr. Berman was granted an
option exercisable for 500,000 shares of the Company's common stock.
The option vests contingent to the Company achieving certain milestones
in its financing efforts (50,000 options for every $1 Million received
up to $10 Million). The option is exercisable for five years and has an
exercise price of $0.25 per share. He also was granted an option for
300,000 shares that vested at a rate of 100,000 shares per year, with
an exercise price of $0.25 per share. The Company has recognized a
compensation expense of $19,738 in connection with the options using
the Black-Scholes Method.
(2) During the six months ended June 30, 2009, Dr. Rabinoff was granted
600,000 options, the options have an exercise price of $0.25 per share
and are subject to vesting terms (75,000 shares per city
implementation) over a term of 5-years. The Company has not recognized
a compensation expense on these options due to the fact that their
vesting rates are based upon the achievement of certain Company goals.
(3) Mr. Harris resigned his position as President on March 5, 2009. On
April 16, 2009, Mr. Harris resigned as CFO and a Director. As part of
Mr. Harris's Settlement Agreement with the Company he is to receive
accrued compensation and expense reimbursements totaling $94,600. In
April 2009, Mr. Harris was issued 450,000 shares of common stock,
valued at $0.25 per share for payment on $112,500 of accrued salary.
(4) Mr. Najor resigned as a Director effective March 1, 2009.
(5) Ms. Wang resigned as Director effective March 5, 2009.
13
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As of February 26, 2008, a Compensation Committee was established. As a result
of two of the three committee members no longer being associated with the
Company, the Compensation Committee was dissolved. Through December 31, 2008 and
through the period ended July 31, 2009, the China Wi-Max Board of Directors in
its entirety acted as the Compensation Committee for China Wi-Max. Dr. Rabinoff
is the Chairman of the Company.
LIMITATION ON LIABILITY AND INDEMNIFICATION
China Wi-Max is a Nevada corporation. Nevada Revised Statutes (NRS) provide that
a Nevada corporation's Articles of Incorporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation
or its shareholders for monetary damages for breach of fiduciary duty as a
director, except that any such provision may not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its shareholders, (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) acts
specified in the NRS (concerning unlawful distributions), or (iv) any
transaction from which a director directly or indirectly derived an improper
personal benefit. China Wi-Max articles of incorporation contain a provision
eliminating the personal liability of directors to China Wi-Max or China Wi-Max
shareholders for monetary damages to the fullest extent provided by the NRS.
The NRS provides that a Nevada corporation must indemnify a person who was
wholly successful, on the merits or otherwise, in defense of any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative and whether formal or informal (a
"Proceeding"), in which he or she was a party because the person is or was a
director, against reasonable expenses incurred by him or her in connection with
the Proceeding, unless such indemnity is limited by the corporation's articles
of incorporation. China Wi-Max articles of incorporation do not contain any such
limitation.
The NRS provides that a Nevada corporation may indemnify a person made a party
to a Proceeding because the person is or was a director against any obligation
incurred with respect to a Proceeding to pay a judgment, settlement, penalty,
fine (including an excise tax assessed with respect to an employee benefit plan)
or reasonable expenses incurred in the Proceeding if the person conducted
himself or herself in good faith and the person reasonably believed, in the case
of conduct in an official capacity with the corporation, that the person's
conduct was in the corporation's best interests and, in all other cases, his or
her conduct was at least not opposed to the corporation's best interests and,
with respect to any criminal proceedings, the person had no reasonable cause to
believe that his or her conduct was unlawful. The Company's articles of
incorporation and bylaws allow for such indemnification. A corporation may not
indemnify a director in connection with any Proceeding by or in the right of the
corporation in which the director was adjudged liable to the corporation or, in
connection with any other Proceeding charging that the director derived an
improper personal benefit, whether or not involving actions in an official
capacity, in which Proceeding the director was judged liable on the basis that
he or she derived an improper personal benefit. Any indemnification permitted in
connection with a Proceeding by or in the right of the corporation is limited to
reasonable expenses incurred in connection with such Proceeding. Under the NRS,
unless otherwise provided in the articles of incorporation, a Nevada corporation
may indemnify an officer, employee, fiduciary, or agent of the corporation to
the same extent as a director and may indemnify such a person who is not a
director to a greater extent, if not inconsistent with public policy and if
provided for by its bylaws, general or specific action of its Board of Directors
or shareholders, or contract.
14
China Wi-Max articles of incorporation provide for indemnification of directors,
officers, employees, fiduciaries and agents of China Wi-Max to the full extent
permitted by Nevada law. China Wi-Max articles of incorporation also provide
that China Wi-Max may purchase and maintain insurance on behalf of any person
who is or was a director or officer of China Wi-Max or who is or was serving at
the request of China Wi-Max as a director, officer or agent of another
enterprise against any liability asserted against him or her and incurred by him
or her in any such capacity or arising out of his or her status as such, whether
or not China Wi-Max would have the power to indemnify him or her against such
liability.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act requires our Officers and
Directors, and persons who own more than 10% of a registered class of our equity
securities, to file reports of ownership and changes in ownership with the SEC.
Officers, directors and greater than 10% shareholders are required by SEC
regulation to furnish us with copies of all Section 16(a) forms they file. Based
solely on our review of copies of such reports received, and representations
from certain reporting persons, we believe that, during the period of January 1,
2009 through July 31, 2009, some of the Section 16(a) filing requirements
applicable to our officers, directors and greater than 10% beneficial owners
were not filed in compliance with all applicable requirements.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information with respect to the beneficial
ownership of China Wi-Max outstanding common stock by:
o each person who is known by China Wi-Max to be the beneficial
owner of five percent (5%) or more of China Wi-Max common
stock;
o China Wi-Max's President, its other executive officers, and
each director as identified in the "Management Information"
section; and
o all of the Company's directors and executive officers as a
group.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Shares of common stock and options, warrants
and convertible securities that are currently exercisable or convertible within
sixty days of the date of this document into shares of China Wi-Max common stock
are deemed to be outstanding and to be beneficially owned by the person holding
the options, warrants, or convertible securities for the purpose of computing
the percentage ownership of the person, but are not treated as outstanding for
the purpose of computing the percentage ownership of any other person.
The information below is based on the number of shares of China Wi-Max common
stock that China Wi-Max believes was beneficially owned by each person or entity
as of July 31, 2009. The total shares outstanding as of July 31, 2009 was
14,054,656.
15
TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER AMOUNT AND PERCENT OF
NATURE OF CLASS
BENEFICIAL
OWNER (1)
- ----------------------- -------------------------------------------------------------------- ---------------- --------------
Common shares Steven T. Berman, 750,000(2) 5.34%
President, Chief Executive Officer, Secretary and Director
11649 Port Washington Rd., Ste. #224
Mequon, WI 53092
Common shares Frank R. Ventura, Chief Financial Officer and Treasurer 0(3) 0%
11649 Port Washington Rd., Ste. #224
Mequon, WI 53092
Common shares Dr. Allan Rabinoff, Chairman of the Board and Executive Officer 2,225,000(4) 15.83%
11649 Port Washington Rd., Ste. #224
Mequon, WI 53092
Common shares George "Buck" Krieger, Director 825,000 5.87%
12 Shari Dr.
St. Louis, MO 63122
Common shares Sharon Xiong, Director 25,000 0.17%
11649 Port Washington Rd. Ste. #224
Mequon, WI 53092
Common shares Jenny Wang, Former Chief Administrative Officer and Director 1,050,000 7.47%
11649 Port Washington Rd. Ste. #224
Mequon, WI 53092
Common shares Frank Jia 1,000,000(5) 7.11%
7-3-7#, No 102, Youyi Road,
Haidian District
Beijing, China 100085
Common shares Middle River Holding, Inc. 800,000 5.69%
c/o John Varono
1519 Windsor Street
Columbia, MO 65201
Common shares All Directors and Executive Officers as a Group (5 persons) 3,850,000 27.21%
- -----------------------
(1)Assumes the sale of the maximum number of Notes offered and conversion of all
Notes into shares of common stock at $.25 and $.50 per share, which could be
6,540,800 shares. There are no assurances that all the Notes offered will be
sold, as investors may not purchase the notes, or that if sold, all of the Notes
will be converted. To the extent that less than all the Notes are converted,
management's percentage of ownership in the Company will increase
proportionately.
(2)Mr. Berman also holds 800,000 unvested Options.
(3)Mr. Ventura holds 50,000 unvested Options.
(4)Mr. Rabinoff also holds 600,000 unvested Options.
(5)Mr. Jia also holds 800,000 unvested Options
16
Rule 13d-3 under the Securities Exchange Act of 1934 governs the determination
of beneficial ownership of securities. That rule provides that a beneficial
owner of a security includes any person who directly or indirectly has or shares
voting power and/or investment power with respect to such security. Rule 13d-3
also provides that a beneficial owner of a security includes any person who has
the right to acquire beneficial ownership of such security within sixty days,
including through the exercise of any option, warrant or conversion of a
security. Any securities not outstanding which are subject to such options,
warrants, or conversion privileges are deemed to be outstanding for the purpose
of computing the percentage of outstanding securities of the class owned by such
person. Those securities are not deemed to be outstanding for the purpose of
computing the percentage of the class owned by any other person. Included in
this table are only those derivative securities with exercise prices that China
Wi-Max believes have a reasonable likelihood of being "in the money" within the
next sixty days.
VOTE REQUIRED
The approval of a majority of the shares of Common Stock present in person or
represented by proxy, assuming a quorum of the holders of Common Stock at the
Annual Meeting, is required for election of the Director Nominees. Cumulative
voting in the election of directors is not allowed.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ELECTION TO THE BOARD OF
DIRECTORS OF THE COMPANY FOR EACH OF THE DIRECTOR NOMINEES.
PROPOSAL 2: APPOINTMENT OF GHP HORWATH, P.C.
GHP Horwath, P.C., Independent Public Accountants, of Denver, Colorado have been
appointed as the Certifying Accountants for the period through fiscal year 2009
and shareholders are asked to ratify such appointment. Ratification of the
appointment of GHP Horwath, P.C. as the Company's independent public accountants
for the fiscal year ending December 31, 2009 will require the affirmative vote
of a majority of the shares of Common Stock represented in person or by proxy
and entitled to vote at the Annual Meeting. In the event the stockholders do not
ratify the appointment of GHP Horwath, P.C. for the forthcoming fiscal year,
such appointment will be reconsidered by the Board. Representatives of GHP
Horwath, P.C. are not expected to be present at the Annual Meeting and will not
make statements.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE COMPANY'S
INDEPENDENT ACCOUNTANTS.
In the event that the ballot is left blank for a proposal, it will be deemed a
"For" vote.
17
FINANCIAL AND OTHER INFORMATION
Reference is made to the financial statements and other information included in
the Company's Annual Report on Form 10-K for the period ended December 31, 2008
(as filed with the Securities and Exchange Commission on April 14, 2009), which
is incorporated herein by reference. A Copy of such report is included in this
mailing. If you do not receive a copy of such report, the Company undertakes to
provide to you, without charge, upon a written or oral request by you and by
first class mail or other equally prompt means within one business day of
receipt of such request, a copy of such report. Written requests for such report
should be addressed to the Office of the President, China Wi-Max Communications,
Inc., 1905 Sherman Street, Suite 335, Denver, Colorado 80203.
SHAREHOLDER PROPOSALS
Shareholders are entitled to submit proposals on matter appropriate for
shareholder action consistent with regulations of the Securities and Exchange
Commission. Should a shareholder intend to present a proposal at next year's
annual meeting, it must be received by Steven T. Berman, the President of the
Company, at China Wi-Max Communications, Inc., 1905 Sherman Street, Suite 335,
Denver, Colorado 80203, no later than 30 days prior to fiscal year end, in order
to be included in the Company's proxy statement and form of proxy relating to
that meeting. It is anticipated that the next annual meeting will be held in the
summer of 2010.
OTHER MATTERS
The Board is not aware of any other matter other than those set forth in this
Proxy Statement that will be presented for action at the Annual Meeting. If
other matters properly come before the Annual Meeting, the persons named as
proxies intend to vote the shares they represent in accordance with their best
judgment in the interest of the Company.
September __, 2009 China Wi-Max Communications, Inc.
By Order of the Board of Directors
----------------------------------------------
Steven T. Berman, President and Director
18
BALLOT
CHINA WI-MAX COMMUNICATIONS, INC.
1905 Sherman Street, Suite 335
Denver, Colorado 80203
(303)993-8028
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby appoints Steven T. Berman, President of China Wi-Max
Communications, Inc. proxy, with full power of substitution, for and in the name
or names of the undersigned, to vote all shares of Common Stock of China Wi-Max
Communications, Inc. held of record by the undersigned at the Annual Meeting of
Stockholders to be held on ___________________, 2009, at 10:00 a.m. Central
time, at the offices of the Company's General Counsel, vonBriesen, 411 East
Wisconsin Avenue, Suite 700, Milwaukee, Wisconsin 53202, and at any adjournment
thereof, upon the matters described in the accompanying Notice of Annual Meeting
and Proxy Statement, receipt of which is hereby acknowledged, and upon any other
business that may properly come before, and matters incident to the conduct of,
the meeting or any adjournment thereof. Said person is directed to vote on the
matters described in the Notice of Annual Meeting and Proxy Statement as
follows, and otherwise in their discretion upon such other business as may
properly come before, and matters incident to the conduct of, the meeting and
any adjournment thereof.
1. To elect four (4) directors to hold office until the next annual
meeting of stockholders or until their respective successors have been elected
and qualified:
Nominees: Steven T. Berman, Dr. Allan Rabinoff,
George "Buck" Krieger and Sharon Xiong
[_] FOR: nominees listed above (except as marked to the contrary below).
[_] WITHHOLD authority to vote for nominee(s) specified below.
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), write
the applicable name(s) in the space provided below.
- --------------------------------------------------------------------------------
2. To ratify the appointment of our auditors, GHP Horwath, P.C.
[_] FOR [_] AGAINST [_] ABSTAIN
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT YOU
PLAN TO ATTEND THE ANNUAL MEETING, YOU MAY SIGN AND RETURN THIS PROXY CARD IN
THE ENCLOSED ENVELOPE.
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS INDICATED, WILL BE
VOTED "FOR" THE STATED PROPOSALS.
Number of shares owned ________________
- ------------------------------------- ------------------------------------
Signature of Stockholder Signature if held jointly
Printed name: Printed name:
------------------------ -----------------------
Address:
------------------------
------------------------
Dated: , 2009
------------------------
IMPORTANT: If shares are jointly owned, both owners should sign. If signing as
attorney, executor, administrator, trustee, guardian or other person signing in
a representative capacity, please give your 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.