SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 14f
NOTICE OF ARRANGEMENT REGARDING ELECTION OF DIRECTORS
WITHOUT A MEETING
Pursuant to Section 14(f) of the Securities Exchange Act of 1934
Date of Designation: 10 days after the date of filing of this
Notice and transmittal thereof to the Registrant's shareholders.
Commission File number: 000-33031
THE LINK GROUP, INC.
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(Exact name of registrant as specified in its charter)
Colorado 84-1263981
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State or Other Jurisdiction (I.R.S. Employer
of incorporation or organization) Identification
Number)
789 West Pender Street, Suite 950, Vancouver, B.C., Canada V6C 1H2
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(Address of principal Executive Offices Zip Code)
Registrant's telephone number, including area code: (604) 632-9638
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
VOTING SHARES OUTSTANDING
As of April 12, 2002, there were 53,351,301 voting shares of the Registrant's
common stock outstanding (including shares authorized to be issued), its only
class of voting securities, each share entitling the holder thereof to one vote.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following persons are known by the Registrant to own or control beneficially
more than five percent of its outstanding $.001 par value common stock, its only
class of voting stock. The table below also sets forth the total number of
shares of the Registrant's outstanding voting stock owned by its officers and
directors and by persons designated to become directors:
Number of Percent
Shares Owned of Class
Name and Address of Beneficially After
Beneficial Owner and of Record Purchase
Transaction
- -------------------- ------------ --------------
Xin Net Corp. (5) 15,370,675 28.8%
#950-789 W. Pender Street
Vancouver, B.C. Canada V6C 1H2
Maurice Tsakok (5)(6) 15,370,675 28.8%
#950-789 W. Pender Street
Vancouver, B.C. Canada V6C 1H2
Ernest Cheung (1)(5)(6) 15,370,675 28.8%
#950-789 W. Pender Street
Vancouver, B.C. Canada V6C 1H2
Justin Kwei (1)(2)(6) 16,100,000 30.2%
#950-789 W. Pender Street (includes 2,000,000
Vancouver, B.C. Canada V6C 1H2 owned by spouse)
Katherine Kwei (7) 16,100,000 30.2%
#950-789 W. Pender Street (includes 14,100,000
Vancouver, B.C. Canada V6C 1H2 owned by spouse)
Simon Woo Tak Wong (2)(4) 8,300,000 15.6%
#950-789 W. Pender Street (includes 2,000,000
Vancouver, B.C. Canada V6C 1H2 owned by spouse)
Ying Man Chan (8) 8,300,000 15.6%
#950-789 W. Pender Street (includes 6,300,000
Vancouver, B.C. Canada V6C 1H2 owned by spouse)
Wilson Yim (4) 5,400,000 10.1%
#950-789 W. Pender Street (includes 2,000,000
Vancouver, B.C. Canada V6C 1H2 owned by spouse)
Suzanne Yim (9) 5,400,000 10.1%
#950-789 W. Pender Street (includes 3,400,000
Vancouver, B.C. Canada V6C 1H2 owned by spouse
Patrick Chan 4,000,000 7.5%
#950-789 W. Pender Street
Vancouver, B.C. Canada V6C 1H2
Hoi Yin Der 3,700,000 6.9%
#950-789 W. Pender Street
Vancouver, B.C. Canada V6C 1H2
(1) Officer
(2) Newly appointed Director
(3) Resigning Director
(4) Proposed Director
(5) XIN NET Corp. is beneficially controlled by Ernest Cheung and Maurice
Tsakok who are members of the Board of Directors and officers of XIN NET
Corp.
(6) Director
(7) Spouse of Justin Kwei
(8) Spouse of Ying Man Chan
(9) Spouse of Wilson Yim
Officers and Directors as a group 31,470,675 59%
before appointment of new Directors
Officers & Directors as a group 45,170,675 84.6
after appointment of new Directors
CHANGES IN CONTROL OF REGISTRANT
On March 4, 2002, the Company completed a Share Purchase Agreement with
shareholders of ProtectServe Pacific, LTD. (PSP) under which The Link Group,
Inc. acquired 100% of the issued and outstanding stock of PSP in exchange for
37,500,000 shares of common stock of Registrant.
DIRECTORS AND EXECUTIVE OFFICERS
The current Directors and Executive officers of Registrant are:
Justin Kwei President, Director
Ernest Cheung Secretary/Treasurer, Director
Maurice Tsakok Director
LEGAL PROCEEDINGS
No current officer or director or future director, officer, or affiliate of
the Registrant, five percent holder of any class of voting securities of the
Registrant, nor any associate of the above, is a party adverse to the Registrant
in any legal action. There are no legal actions invovling Registrant as of date
of this report.
MANAGEMENT
IDENTIFICATION OF DIRECTORS TO BE APPOINTED WITHOUT SHAREHOLDER MEETING
Upon ten days after the filing of this Form 14f and mailing of this Notice
to Shareholders, Wilson Yim and Simon Wong will be appointed as directors.
The persons nominated to be new directors of the Registrant, and their
ages, are as follows:
NAME AGE
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Justin Kwei (Mr. Kwei has already 48
been appointed as Director)
Wilson Yim 46
Simon Wong 49
BUSINESS EXPERIENCE
The following is a brief account of the business experience during at least
the past five years of the persons designated to be new directors of the
Registrant, (including recently appointed Director, Justin Kwei, indicating the
principal occupation and employment during that period by each, and the name and
principal business of the organizations by which they were employed.
Justin Kwei, aged 48, President, is a founder and Chief Executive Officer
of Protectserve Pacific Ltd and Director of Infotech Networks and Cabling Ltd.
(2000 to date). He is responsible for the overall corporate management and
business development of the Group. He has over 22 years of extensive business
marketing and management experience in IT industry. Prior to the existing
position with Protectserve, he held many senior sales management positions with
multinational companies. He was North Asia Commercial Director for SITA
Information Networking Computing B.V. from 1996 to 2001. He was Greater China
Director of Sales for Anixter Inc from 1990 to 1996. He also held key sales
positions with major IT vendors including Digital Equipment Corp ( now Compaq ),
Data General and Cable & Wireless in the 1980s. He received a Bachelor of
Administration and MBA from University of Ottawa, Ontario in 1996 and 1998
respectively. In January 2001, he was accredited as Honorary Consul of Republic
of Rwanda for Hong Kong SAR and Macau SAR.
Wilson Yim, age 46, is the Chief Technology Officer of Protectserve Pacific
Ltd. and Director of Infotech Networks and Cabling Ltd. He has over 20 years
extensive IT development and project management experience covering all aspects
of the development cycle from analysis and specifications, support and
facilities management. From 1998 to 2000, he was Managing Director of Web Net
H.K. Ltd, a leading e-commerce company specializing on the development of
internet, intranet and web-hosting applications. From 1990 to 1998, he was
Technical Director for Suntech Ltd, a RF and VCD manufacturer in Hong Kong. From
1980 to 1990, he was Chief Technology Officer for Anocomtech ATM Ltd, a Toronto
listed company manufacturing and marketing personal computer across Canada. He
received a Technologist High Diploma from Senecca College of Applied Science &
Technology in 1979.
Simon Woo Tak Wong, age 49 is a founder and Managing Director of Infotech
Networks and Cabling Ltd. He was appointed as the Director and Chief Operating
Officer of Protectserve Pacific Ltd. since January 2002. He has over 25 years IT
experience, including 18 years with IBM Asia Pacific Group. He held many key
technical positions in their telecommunication division before the establishment
of Infotech in 1998. He has been experienced many large scale networks and
cabling projects including Hong Kong Chek Lap Kok Airport, Hospitals, Container
Port and Intelligent Building. He was graduate from Hong Kong Technical
Institute with Higher Diploma in Electronics.
No appointee for a director position has been subject of any civil
regulatory proceeding or any criminal proceeding in the past five years.
TRANSACTIONS WITH MANAGEMENT AND OTHERS
Except those listed below, there were no transactions or series of
transactions during the Registrant's last fiscal year or the current fiscal
year, or any currently proposed transactions or series of transactions of the
remainder of the fiscal year, in which the amount involved exceeds $60,000 and
in which to the knowledge of the Registrant, any director, executive officer,
nominee, future director, five percent shareholder, or any member of the
immediate family of the foregoing persons, have or will have a direct or
indirect material interest, except as explained below. In addition, none of the
foregoing persons have been indebted to the Registrant during such periods in an
amount exceeding $60,000.
The Company has accepted a subscription agreement from XIN NET Corp. for a
private placement of $600,300 for 14,500,000 common shares and 10,875,000
special warrants convertible into 10,875,000 post consolidation common shares on
or before January 31, 2004. An option to purchase an additional 7,500,000 post
consolidation common shares for $300,000 until February 15, 2002 was also
granted to XIN NET Corp.
In the acquisition of ProtectServe Pacific LTD., reported in Item 3 below,
a total of 37,500,000 shares of common stock was issued to:
Justin Kwei 14,100,000
Katherine Kwei 2,000,000
Simon Woo Tak Wong 6,300,000
Ying Man Chan 2,000,000
Wilson Yim 3,400,000
Suzanne Yim 2,000,000
Patrick Chan 4,000,000
Hoi Yin Der 3,700,000
These individuals now own a total of 70.3% of the Company. XIN NET now owns
28.8% of the Company or 15,370,675 shares post reverse split.
COMMITTEES OF THE BOARD OF DIRECTORS
The Registrant has no standing audit, nominating and compensation
committees of the Board of Directors, or committees performing similar
functions, nor does it propose to have the same following the appointment of the
new directors.
MEETINGS OF THE BOARD OF DIRECTORS
There were irregular meetings of the Registrant's Board of Directors
during the current fiscal year and during the past fiscal year, as necessary.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
During the Registrant's the current fiscal year, the compensation of
executive officers and directors of the Registrant from the Registrant is as
follows: The Company accrued no compensation to the executive officers as a
group for services rendered to the Company in all capacities during the fiscal
year to date. No compensation was paid pursuant to a plan, no other type of
compensation was paid, no director received compensation, and no termination of
employment and change of control arrangements were implemented other than those
set forth herein.
SUMMARY COMPENSATION TABLE OF EXECUTIVES
CASH COMPENSATION SECURITY GRANTS
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ALL
OTHER ANNUAL RESTRICTED SECURITIES LONG TERM OTHER
NAME AND COMPENSATION STOCK UNDERLYING COMPENSA- COMPENSA-
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) ($) AWARDS OPTIONS/SARS (#) TION/OPTION TION
------------------ ---- ---------- --------- -------- -------- ---------------- ---------- --------
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Justin Kwei, President 2000 $0 $0 $0 0 0 0 0
2001 $0 $0 $0 0 0 0 0
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Ernest Cheung, Secretary 2000 $0 $0 $0 0 0 0 0
2001 $0 $0 $0 0 0 0 0
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Maurice Tsakok, Director 2000 $0 $0 $0 0 0 0 0
2001 $0 $0 $0 0 0 0 0
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Carl Urich 2000 $0 $0 $0 0 0 0 0
(Former President resigned) 2001 $0 $0 $0 0 0 0 0
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Edna Urich 2000 $0 $0 $0 0 0 0 0
(Former Secretary resigned) 2001 $0 $0 $0 0 0 0 0
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Officers as a Group 2000 $0 $0 $0 0 0 0 0
Secretary 2001 $0 $0 $0 0 0 0 0
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SUMMARY COMPENSATION TABLE OF DIRECTORS
ANNUAL CONSULTING NUMBER OF SECURITIES
NAME AND RETAINER MEETING FEES/OTHER OPTION SHARES UNDERLYING
PRINCIPAL POSITION YEAR FEES ($) FEES($) FEES ($) EXERCISED OPTIONS/SARS (#)
------------------ ---- ---------- --------- -------- ----------- ----------------
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Justin Kwei 2000 $0 $0 $0 0 0
2001 $0 $0 $0 0 0
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Ernest Cheung 2000 $0 $0 $0 0 0
2001 $0 $0 $0 0 0
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Maurice Tsakok 2000 $0 $0 $0 0 0
2001 $0 $0 $0 0 0
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Carl Urich 2000 $0 $0 $0 0 0
(Former Director, resigned) 2001 $0 $0 $0 0 0
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Edna Urich 2000 $0 $0 $0 0 0
(Former Director, resigned) 2001 $0 $0 $0 0 0
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Directors as a Group 2000 $0 $0 $0 0 0
2001 $0 $0 $0 0 0
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During the Registrant's the current fiscal year, no executive officers and
directors of the Registrant received compensation in the form of shares issued
in lieu of salaries and fees from the Registrant. No other compensation was paid
pursuant to a plan, no other type of compensation was paid, no director received
compensation, and no termination of employment and change of control
arrangements were implemented other than those set forth herein.
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's officers and directors and persons who own more than ten
percent of the registered class of the Company's equity securities, file reports
of ownership and changes in ownership with the Securities and Exchange
Commission. Officers, directors, and greater than ten percent stockholders are
required by regulation to furnish to the Company copies of all Section 16(a)
forms they file.
The following persons failed to file forms on a timely basis during the
past two fiscal years as required under Section 16(a) as follows:
Known Failure or Late Filings
Form 3 Form 4 Form 5
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1. Carl Urich 1 in 2000* 0 2000
2. Edna Urich 1 in 2000* 0 2000
3. Mark Urich 1 in 2000 0 2000
* For a single transaction in each instance.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Notice to be signed on its behalf
by the undersigned, thereunto duly authorized.
April 13, 2002 The Link Group, Inc.
by: /s/ Justin Kwei
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Justin Kwei, President