Delaware
(State
of incorporation)
|
20-1198142
(I.R.S. Employer
Identification No.)
|
Large
accelerated filer o
|
Accelerated
filer o
|
|
Non-accelerated
filer o
(Do not check if a smaller reporting company)
|
Smaller
reporting company x
|
Class
|
Outstanding
at November 23, 2009
|
|
Common
Stock, US$.001 par value per share
|
29,756,000
shares
|
Page
|
||||
Part
I: Financial Information
|
|
1
|
||
|
||||
Item
1 -Financial Statements
|
1
|
|
||
|
||||
Consolidated
Balance Sheets
|
1
|
|||
Consolidated
Statements of Income and Comprehensive Income
|
2
|
|||
Consolidated
Statements of Cash Flows
|
3
|
|||
Notes
to Consolidated Financial Statements
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4
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|||
Item
2 - Management’s Discussion and Analysis of Financial Condition and
Results of Operations
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15
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|||
Item
3 - Quantitative and Qualitative Disclosures about Market
Risk
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22
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|||
Item
4T - Controls and Procedures
|
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23
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||
Part
II. Other Information
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23
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|||
Item
1 - Legal Proceedings
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23
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|||
Item
1A - Risk Factors
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23
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|||
Item
2 - Unregistered Sales of Equity Securities and Use of
Proceeds
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23
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|||
Item
3 - Defaults Upon Senior Securities
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24
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|||
Item
4 - Submission of Matters to a Vote of Security Holders
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24
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|||
Item
5 - Other Information
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24
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|||
Item
6 - Exhibits
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24
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|||
Signatures
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25
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September
30, 2009
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December
31, 2008
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|||||||
(Unaudited)
|
(Audited)
|
|||||||
ASSETS
|
||||||||
Current
assets
|
||||||||
Cash
and cash equivalents
|
32 | 102 | ||||||
Accounts
receivable
|
93,398 | 82,076 | ||||||
Advances
to suppliers
|
21,834 | 8,441 | ||||||
Other
current assets
|
1,824 | 1,859 | ||||||
Pledged
deposit
|
1,290 | 1,287 | ||||||
Total
current assets
|
118,378 | 93,765 | ||||||
Property,
plant and equipment, net
|
187 | 241 | ||||||
118,565 | 94,006 | |||||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||||||
Current
liabilities
|
||||||||
Loan
payable-bank
|
9,389 | 9,484 | ||||||
Loan
payable
|
307 | 364 | ||||||
Current
portion of mortgage loan
|
- | 12 | ||||||
Accounts
payable
|
24,166 | 16,353 | ||||||
Accrued
expenses and other accrued liabilities
|
21,813 | 12,012 | ||||||
Trade
deposits received
|
1,936 | 1,934 | ||||||
Due
to shareholders
|
568 | 457 | ||||||
Income
taxes payable
|
5,871 | 4,989 | ||||||
Total
current liabilities
|
64,050 | 45,605 | ||||||
Commitments
and contingencies (Note 12)
|
||||||||
Stockholders’
equity
|
||||||||
Preferred
stock, par value US$0.001; authorized 100,000,000 shares; none
issued
|
- | |||||||
Common
stock, par value US$0.001;
authorized
100,000,000 shares;
Issued
and outstanding 29,756,000 shares, both periods
|
30 | 30 | ||||||
Additional
paid-in capital
|
3,209 | 3,209 | ||||||
Dedicated
reserves
|
1,115 | 1,042 | ||||||
Accumulated
other comprehensive income
|
5,691 | 5,389 | ||||||
Retained
earnings
|
44,470 | 38,731 | ||||||
Total
stockholders’ equity
|
54,515 | 48,401 | ||||||
118,565 | 94,006 |
Three
months ended
September
30,
|
Nine
months ended
September
30,
|
|||||||||||||||
2009
|
|
2008
|
|
2009
|
2008
|
|||||||||||
Net
sales
|
19,125 | 29,240 | 62,181 | 78,853 | ||||||||||||
Cost
of sales
|
17,053 | 25,073 | 53,928 | 68,302 | ||||||||||||
Gross
margin
|
2,072 | 4,167 | 8,253 | 10,551 | ||||||||||||
Operating
expenses:
|
||||||||||||||||
Selling
expenses
|
40 | 128 | 213 | 353 | ||||||||||||
General
and administrative expenses
|
164 | 228 | 533 | 1,799 | ||||||||||||
Research
and development expenses
|
4 | 250 | 32 | 391 | ||||||||||||
Depreciation
|
12 | 23 | 54 | 72 | ||||||||||||
Total
operating expenses
|
220 | 629 | 832 | 2,615 | ||||||||||||
Operating
income
|
1,852 | 3,538 | 7,421 | 7,936 | ||||||||||||
Other
income (expenses)
|
||||||||||||||||
Interest
expense
|
(270 | ) | (255 | ) | (758 | ) | (733 | ) | ||||||||
Other
income
|
- | 87 | 17 | 465 | ||||||||||||
Income
before income tax expense
|
1,582 | 3,370 | 6,680 | 7,668 | ||||||||||||
Income
tax expense
|
212 | 445 | 868 | 1,320 | ||||||||||||
Net
income
|
1,370 | 2,925 | 5,812 | 6,348 | ||||||||||||
Other
comprehensive income
|
||||||||||||||||
Foreign
currency translation adjustment
|
59 | (36 | ) | 302 | 1,480 | |||||||||||
Comprehensive
income
|
1,429 | 2,889 | 6,114 | 7,828 | ||||||||||||
Earnings
per share:
|
||||||||||||||||
Basic
and diluted
|
0.05 | 0.10 | 0.20 | 0.21 | ||||||||||||
Weighted
average number of common shares outstanding – basic and
diluted
|
29,756,000 | 29,756,000 | 29,756,000 | 29,756,000 |
Nine
months ended
September
30,
|
||||||||
2009
|
2008
|
|||||||
Cash
flows from operating activities
|
||||||||
Net
income
|
5,812 | 6,348 | ||||||
Adjustments
to reconcile net income to net cash used in operating
activities:
|
||||||||
Depreciation
|
54 | 72 | ||||||
Compensation
costs for stock options granted
|
- | 725 | ||||||
Changes
in assets and liabilities:
|
||||||||
Accounts
receivable
|
(11,114 | ) | (18,202 | ) | ||||
Inventories
|
- | 4 | ||||||
Advances
to suppliers
|
(13,363 | ) | (5,362 | ) | ||||
Other
current assets
|
41 | 2,636 | ||||||
Accounts
payable
|
7,769 | 8,582 | ||||||
Accrued
expenses and other accrued liabilities
|
9,443 | 1,610 | ||||||
Trade
deposits received
|
- | 162 | ||||||
Income
tax payables
|
832 | 1,178 | ||||||
Allowance
for warranty
|
- | (38 | ) | |||||
Net
cash used in operating activities
|
(526 | ) | (2,285 | ) | ||||
Cash
flows from financing activities
|
||||||||
Due
to shareholders
|
110 | 125 | ||||||
Proceeds
from short-term bank loan and financial istitution
|
2,821 | 9,114 | ||||||
Repayment
of bank loan payable-bank and financial istitution
|
(2,689 | ) | (9,033 | ) | ||||
Repayment
of mortgage loan
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(12 | ) | - | |||||
Net
cash (used in)/provided by financing activities
|
230 | 206 | ||||||
Effect of foreign currency
exchange rate fluctuation on cash and cash
equivalents
|
226 | 75 | ||||||
Net
decrease in cash and cash equivalents
|
(70 | ) | (2,004 | ) | ||||
Cash
and cash equivalents-beginning of the period
|
102 | 2,928 | ||||||
Cash
and cash equivalents-end of the period
|
32 | 924 | ||||||
Supplemental
disclosure of cash flow information
|
||||||||
Interest
Paid
|
43 | 756 | ||||||
Income Taxes
Paid
|
41 | 515 |
1.
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ORGANIZATION
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2.
|
DESCRIPTION
OF BUSINESS
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3.
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SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
|
•
|
FSP
FAS 157-4, “Determining Fair Value When the Volume and Level of Activity
for the Asset or Liability Have Significantly Decreased and Identifying
Transactions That Are Not Orderly” (ASC Topic 820-10-65). This update
relates to determining fair values when there is no active market or where
the price inputs being used represent distressed sales. It reaffirms the
need to exercise judgment to ascertain if a formerly active market has
become inactive and in determining fair values when markets have become
inactive.
|
•
|
FSP
FAS 115-2 and FAS 124-2, “Recognition and Presentation of
Other-Than-Temporary Impairments” (ASC topic 320-10-65). This update
applies to investments in debt securities for which other-than-temporary
impairments may be recorded. If an entity’s management asserts that it
does not have the intent to sell a debt security and it is more likely
than not that it will not have to sell the security before recovery of its
cost basis, then an entity may separate other-than-temporary impairments
into two components: 1) the amount related to credit losses (recorded in
earnings) and 2) all other amounts (recorded in Other comprehensive
income).
|
•
|
FSP
FAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial
Instruments” (ASC Topic 320-10-65). This update requires fair value
disclosures for financial instruments that are not currently reflected on
the balance sheet at fair value on a quarterly
basis.
|
•
|
SFAS
No. 167, “Amendments to FASB Interpretation No. 46(R),
Consolidation of Variable Interest Entities” (ASC Topic 810-10). This
updated guidance requires an analysis to determine whether a variable
interest gives the entity a controlling financial interest in a variable
interest entity. It also requires an ongoing reassessment and eliminates
the quantitative approach previously required for determining whether an
entity is the primary beneficiary. This update is effective for our fiscal
year beginning January 1, 2010 and we are currently evaluating the
impact of adopting this update on our consolidated financial
statements.
|
|
•
|
SFAS
No. 166, “Accounting for Transfers of Financial Assets”, (ASC Topic
810). This updated guidance removed the concept of a qualifying
special-purpose entity and removed the exception from applying
consolidation guidance to these entities. This update also clarified the
requirements for isolation and limitations on portions of financial assets
that are eligible for sale accounting. ASC Topic 810 is effective for our
fiscal year beginning on January 1, 2010. We are currently evaluating
the impact of adopting this update on our consolidated financial
statements.
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4.
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ACCOUNTS
RECEIVABLE
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5.
|
ADVANCE
TO SUPPLIERS
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6.
|
OTHER
CURRENT ASSETS
|
7.
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PLEDGED
DEPOSIT
|
8.
|
PROPERTY,
PLANT AND EQUIPMENT
|
September
30, 2009
|
December
31,
2008
|
|||||||
US$’000
|
US$’000
|
|||||||
Moulds
|
4 | 4 | ||||||
Leasehold
improvements
|
131 | 131 | ||||||
Office
equipment
|
323 | 323 | ||||||
Motor
vehicles
|
303 | 303 | ||||||
761 | 761 | |||||||
Less:
Accumulated depreciation
|
(574 | ) | (520 | ) | ||||
Net
|
187 | 241 |
9.
|
LOAN
PAYABLE-BANK
|
At
September 30, 2009
|
Amount
(RMB’000)
|
Annual
interest
rate
|
Term
|
Guarantee
provided by
|
||||
Loan
from Beijing Rural Commercial Bank
|
47,000
(US$6,874)
|
10.08%
|
September
28, 2008 to September 27, 2009 (See note below)
|
Director
Liu Yu; A guarantee company; pledged deposit of
RMB8,820K
|
||||
Loan
from Huaxia Bank
|
17,200
(US$2,515)
|
6.372%
|
February
20, 2009 to February 20, 2010
|
Director
Liu Yu; Two third party companies; Distributor
Xingwang.
|
At
December 31, 2008
|
Amount
(RMB’000)
|
Annual
interest
rate
|
Term
|
Guarantee
provided by
|
||||
Loan
from Beijing Rural Commercial Bank
|
47,000
(US$6,857)
|
10.08%
|
From
September 28, 2008 to September 27, 2009
|
Director
Liu Yu; A guarantee company; pledged deposit of
RMB8,820K
|
||||
Loan
from Huaxia Bank
|
18,000
(US$2,627)
|
8.964%
|
From
February 18, 2008 to February 18, 2009
|
Director
Liu Yu; Two third party companies; Distributor
Xingwang.
|
10.
|
LOAN
PAYABLE
|
11.
|
AMOUNT
DUE TO SHAREHOLDERS AND RELATED PARTY
TRANSACTIONS
|
(a)
|
Name
and relationship of
shareholders
|
Related party
|
Relationship
|
|
Mr.
Liu Yu
|
Director
and shareholder of the Company
|
|
Mr.
Wang Xin
|
Shareholder
and former director of the Company (Resigned on March 27,
2009)
|
(b)
|
Summary
of balances due to shareholders and related party
transactions
|
September
30, 2009
|
December
31, 2008
|
|||||||
US$’000
|
US$’000
|
|||||||
Due
to shareholders
|
||||||||
Mr.
Liu Yu
|
318 | 219 | ||||||
Mr.
Wang Xin
|
250 | 238 | ||||||
568 | 457 | |||||||
Bank
loans guaranteed by Mr. Liu Yu
|
9,379 | 9,484 |
12.
|
COMMITMENTS
AND CONTINGENCIES
|
(a)
|
Operating
lease commitments
|
(b)
|
Contingencies
|
13.
|
DEDICATED
RESERVES
|
14.
|
STOCK
OPTIONS
|
Expected
dividend yield
|
- | |||
Expected
stock price volatility
|
85.07 | % | ||
Risk
free interest risk
|
3.61 | % | ||
Expected
life of share options
|
10
Years
|
Number
of
share
options
|
||||
As
of January 1, 2009
|
614,000 | |||
Granted
|
- | |||
Exercised
|
- | |||
Cancelled/lapsed
|
- | |||
As
of September 30, 2009
|
614,000 |
15.
|
PENSION
COSTS
|
16.
|
INCOME
TAXES
|
(a)
|
Income
tax expense comprised the
following:
|
Nine
months ended September 30,
|
||||||||
2009
|
2008
|
|||||||
US$’000
|
US$’000
|
|||||||
Current
tax
|
||||||||
United
States
|
- | - | ||||||
Hong
Kong
|
- | 238 | ||||||
PRC
|
868 | 1,082 | ||||||
868 | 1,320 |
(b)
|
Reconciliation
between the provision for income taxes computed by applying the PRC
statutory income tax rate of 25% to income before income taxes and the
effective income tax rate is as
follows:
|
Nine
months ended September 30,
|
||||||||
2009
|
2008
|
|||||||
PRC
statutory income tax
|
25 | % | 25 | % | ||||
Tax
exemption and tax relief granted to PRC subsidiary and the effects of
permanent differences
|
(12 | %) | (8 | %) | ||||
13 | % | 17 | % |
17.
|
EARNINGS
PER SHARE
|
Three
months ended
September
30,
|
Nine
months ended
September
30,
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Numerator
used in basic net income per share:
|
||||||||||||||||
Net
income
|
1,370 | 2,925 | 5,812 | 6,348 | ||||||||||||
Shares
(denominator):
|
||||||||||||||||
Weighted
average common shares outstanding
|
29,756,000 | 29,756,000 | 29,756,000 | 29,756,000 | ||||||||||||
Plus:
weighted average incremental shares from assumed exercise of
warrants
|
- | - | - | - | ||||||||||||
Weighted
average common shares outstanding used in computing diluted net
income per common share
|
29,756,000 | 29,756,000 | 29,756,000 | 29,756,000 | ||||||||||||
Earnings
per ordinary share-basic and diluted
|
$ | 0.05 | $ | 0.10 | $ | 0.20 | $ | 0.21 |
18.
|
CONCENTRATIONS
AND CREDIT RISKS
|
|
(a)
|
During
the nine months ended September 30, 2009 and 2008, the Company’s operating
revenue was mainly derived from two distributors. For the nine months
ended September 30, 2009 and 2008, 90% and 92%, respectively, of total
revenue was derived from our largest distributor Xingwang. For the three
months ended September 30, 2009 and 2008, 87% and 78% of total revenue was
derived from our largest distributor Xingwang. There was no trade deposit
received from Xingwang as of September 30, 2009 and December 31, 2008
respectively. Accounts receivables from Xingwang were US$83,556 and
US$77,740 as of September 30, 2009, and December 31, 2008 respectively. As
mentioned in note 4, “accounts receivable”, in year 2008, a guarantee
company provided a guarantee up to US$43,875 (RMB300 million) for the
accounts receivable from Xingwang for two years from the date they are
due.
|
Three
months ended
September
30,
|
Nine
months ended
September
30,
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
%
|
%
|
%
|
%
|
|||||||||||||
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
|||||||||||||
Supplier
A
|
58 | - | 52 | - | ||||||||||||
Supplier
B
|
28 | - | 38 | - | ||||||||||||
Supplier
C
|
14 | - | 5 | - | ||||||||||||
Supplier
D
|
- | 34 | - | 35 | ||||||||||||
Supplier
E
|
- | 30 | - | 11 | ||||||||||||
Supplier
F
|
- | 15 | - | 12 | ||||||||||||
Supplier
G
|
- | 12 | - | 22 | ||||||||||||
Supplier
H
|
13 | |||||||||||||||
Total
|
100 | 91 | 95 | 93 |
|
(c)
|
The
Company’s revenue for the three and nine months ended September 30, 2009
and 2008, respectively, were all derived from the PRC. Geographical
information of the carrying amount of long-lived assets is as
follows:
|
September
30, 2009
|
December
31,2008
|
|||||||
US$’000
|
US$’000
|
|||||||
PRC
|
184 | 237 | ||||||
Hong
Kong
|
3 | 4 | ||||||
Total
long-lived assets
|
187 | 241 |
19.
|
RECLASSIFICATION
|
20.
|
SUBSEQUENT
EVENT
|
1.
|
Safeguard
our traditional sales channels and explore the possibility of selling more
GSM cell phones in traditional markets. The Company will use
its key ability to create telephone models that respond precisely to
market opportunities to target customer
needs.
|
2.
|
Launch
our own 3G products while telecom carriers are promoting the commercial
use of 3G. Based on the relationships we have already built with the
telecom carriers, we believe the Company will be able to establish a
beneficial market share in this new era of the telecom
industry.
|
3.
|
Expand
our industrial structure by consummating certain acquisitions using funds
obtained from the capital markets in order to enhance our business
foundation and long-term
development.
|
Nine
months ended
|
Nine
months ended
|
|
||||||||||||||||||||||
September
30, 2009
|
September
30, 2008
|
Comparison
|
||||||||||||||||||||||
(US$000)
|
%
of Revenue
|
(US$000)
|
%
of Revenue
|
(US$000)
|
%
|
|||||||||||||||||||
Net
sales
|
62,181 | 100.00 | % | 78,853 | 100.00 | % | (16,672 | ) | (21.14 | )% | ||||||||||||||
Cost
of sales
|
53,928 | 86.73 | % | 68,302 | 86.62 | % | (16,434 | ) | (21.04 | )% | ||||||||||||||
Sales
& marketing expenses
|
213 | 0.34 | % | 353 | 0.45 | % | (140 | ) | (39.66 | )% | ||||||||||||||
General
& admin. expenses
|
533 | 0.86 | % | 1,799 | 2.28 | % | (1,266 | ) | (70.37 | )% | ||||||||||||||
R&D
expenses
|
32 | 0.05 | % | 391 | 0.50 | % | (359 | ) | (91.82 | )% | ||||||||||||||
Depreciation
|
54 | 0.09 | % | 72 | 0.09 | % | (18 | ) | (25.00 | )% | ||||||||||||||
Interest
expenses
|
758 | 1.22 | % | 733 | 0.93 | % | 25 | 3.41 | % | |||||||||||||||
Other
income
|
17 | 0.03 | % | 465 | 0.59 | % | (448 | ) | (96.34 | )% | ||||||||||||||
Income
before income taxes
|
6,680 | 10.74 | % | 7,668 | 9.72 | % | (988 | ) | (12.88 | )% | ||||||||||||||
Income
tax
|
868 | 1.40 | % | 1320 | 1.67 | % | (452 | ) | (34.24 | )% | ||||||||||||||
Net
income
|
5,812 | 9.35 | % | 6,348 | 8.05 | % | (536 | ) | (8.44 | )% |
Three
months ended
|
Three
months ended
|
|||||||||||||||||||||||
September
30, 2009
|
September
30, 2008
|
Comparison
|
||||||||||||||||||||||
(US$000)
|
%
of Revenue
|
(US$000)
|
%
of Revenue
|
(US$000)
|
%
|
|||||||||||||||||||
Net
sales
|
19,125 | 100.00 | % | 29,240 | 100.00 | % | (10,115 | ) | (34.59 | )% | ||||||||||||||
Cost
of sales
|
17,053 | 89.17 | % | 25,073 | 85.75 | % | (8,020 | ) | (31.99 | )% | ||||||||||||||
Sales
& marketing expenses
|
40 | 0.21 | % | 128 | 0.44 | % | (88 | ) | (68.75 | )% | ||||||||||||||
General
& admin. expenses
|
164 | 0.86 | % | 228 | 0.78 | % | (63 | ) | (27.63 | )% | ||||||||||||||
R&D
expenses
|
4 | 0.02 | % | 250 | 0.85 | % | (246 | ) | (98.40 | )% | ||||||||||||||
Depreciation
|
12 | 0.06 | % | 23 | 0.08 | % | (11 | ) | (47.83 | )% | ||||||||||||||
Interest
expenses
|
270 | 1.41 | % | 255 | 0.87 | % | 15 | 5.88 | % | |||||||||||||||
Other
income
|
- | - | 87 | 0.30 | % | (87 | ) | (100.00 | )% | |||||||||||||||
Income
before income taxes
|
1,582 | 8.27 | % | 3,370 | 11.53 | % | (1,788 | ) | (53.06 | )% | ||||||||||||||
Income
tax
|
212 | 1.11 | % | 445 | 1.52 | % | (233 | ) | (52.36 | )% | ||||||||||||||
Net
income
|
1,370 | 7.16 | % | 2,925 | 10.00 | % | (1,555 | ) | (53.16 | )% |
Cellular
|
Nine
months ended September 30, 2009
|
|||||||
phones
model
|
Amount
(US$’000)
|
%
of total revenue
|
||||||
X600
|
5,430 | 8.73 | % | |||||
X610
|
5,559 | 8.94 | % | |||||
X555
|
1,949 | 3.13 | % | |||||
T303
|
6,795 | 10.93 | % | |||||
DX880
|
3,685 | 5.93 | % | |||||
X650
|
3,710 | 5.97 | % | |||||
X780
|
12,554 | 20.19 | % | |||||
LM2800
|
1,187 | 1.91 | % | |||||
LM2850
|
1,312 | 2.11 | % | |||||
LM2820
|
877 | 1.41 | % | |||||
CN747
|
2,571 | 4.13 | % | |||||
X98
|
2,748 | 4.42 | % | |||||
X666
|
8,542 | 13.74 | % | |||||
X8828
|
2,598 | 4.18 | % | |||||
X6102
|
2,666 | 4.28 | % | |||||
Total
|
62,183 | 100.00 | % |
Cellular
|
Three
months ended September 30, 2009
|
|||||||
phones
model
|
Amount
(US$’000)
|
%
of total revenue
|
||||||
CN747
|
2,571 | 13.44 | % | |||||
X98
|
2,748 | 14.37 | % | |||||
X666
|
8,542 | 44.66 | % | |||||
X8828
|
2,598 | 13.58 | % | |||||
X6102
|
2,666 | 13.95 | % | |||||
Total
|
19,125 | 100.00 | % |
Nine
months ended September 30, 2009
|
||||||||
|
Amount
(US$’000)
|
%
of total revenue
|
||||||
Beijing
Xingwang Shidai Tech & Trading Co., Ltd.
|
56,239 | 90.44 | % | |||||
Tianjin
Tongguang
|
5,942 | 9.56 | % | |||||
Total
|
62,181 | 100.00 | % |
Three
months ended September 30, 2009
|
||||||||
|
Amount
(US$’000)
|
%
of total revenue
|
||||||
Beijing
Xingwang Shidai Tech & Trading Co., Ltd.
|
16,558 | 86.58 | % | |||||
Tianjin
Tongguang
|
2,567 | 13.42 | % | |||||
Total
|
19,125 | 100.00 | % |
Exhibit Number
|
Exhibit Description
|
|
3.1
|
Certificate
of Incorporation of Orsus Xelent Technologies, Inc. (incorporated by
reference from Exhibit 3.1 to the Registration Statement on Form SB-2
filed with the Securities and Exchange Commission on July 28, 2004 as
amended by that Plan of Merger and Agreement of Merger attached as Exhibit
2.1 to the Current Report on Form 8-K filed with the SEC on April 20,
2005)
|
|
3.2
|
Amended
and Restated Bylaws of the Registrant (incorporated by reference from
Exhibit 3.2 to the Current Report on Form 8-K filed with the Securities
and Exchange Commission on February 7, 2007, as amended by the Current
Report on Form 8-K filed with the SEC on March 5, 2007)
|
|
4.1
|
Specimen
Certificate of Common Stock (incorporated by reference to Exhibit 4.1 to
Amendment 2 to the Registration Statement on Form SB-2/A filed with the
Securities and Exchange Commission on October 19, 2004)
|
|
10.1
|
2007
Omnibus Long-Term Incentive Plan (incorporated by reference from Exhibit
10.1 to the Current Report on Form 8-K filed with the Securities and
Exchange Commission on January 11, 2008)
|
|
10.2
|
Master
Distributor Agreement, dated as of August 7, 2008, by and between Beijing
Orsus Xelent Technology & Trading Company Limited and Beijing Xingwang
Shidai Commerce Co., Ltd. (incorporated by reference from Exhibit 10.1 to
the Current Report on Form 8-K filed with the Securities and Exchange
Commission on August 20, 2008)
|
|
31.1
|
Certification
of Principal Executive Officer under Section 302 of the Sarbanes-Oxley Act
of 2002 *
|
|
31.2
|
Certification
of Principal Financial Officer under Section 302 of the Sarbanes-Oxley Act
of 2002 *
|
|
32.1
|
Certification
of Principal Executive Officer under Section 906 of the Sarbanes-Oxley Act
of 2002 *
|
|
32.2
|
Certification
of Principal Financial Officer under Section 906 of the Sarbanes-Oxley Act
of 2002 *
|
ORSUS XELENT TECHNOLOGIES, INC. | |||
|
By:
|
/s/ Guoji Liu | |
Guoji Liu | |||
Chief Executive Officer |
|
By:
|
/s/ Hua Chen | |
Hua Chen | |||
Chief Financial Officer |
Exhibit Number
|
Exhibit Description
|
|
3.1
|
Certificate
of Incorporation of Orsus Xelent Technologies, Inc. (incorporated by
reference from Exhibit 3.1 to the Registration Statement on Form SB-2
filed with the Securities and Exchange Commission on July 28, 2004 as
amended by that Plan of Merger and Agreement of Merger attached as Exhibit
2.1 to the Current Report on Form 8-K filed with the SEC on April 20,
2005)
|
|
3.2
|
Amended
and Restated Bylaws of the Registrant (incorporated by reference from
Exhibit 3.2 to the Current Report on Form 8-K filed with the Securities
and Exchange Commission on February 7, 2007, as amended by the Current
Report on Form 8-K filed with the SEC on March 5, 2007)
|
|
4.1
|
Specimen
Certificate of Common Stock (incorporated by reference to Exhibit 4.1 to
Amendment 2 to the Registration Statement on Form SB-2/A filed with the
Securities and Exchange Commission on October 19, 2004)
|
|
10.1
|
2007
Omnibus Long-Term Incentive Plan (incorporated by reference from Exhibit
10.1 to the Current Report on Form 8-K filed with the Securities and
Exchange Commission on January 11, 2008)
|
|
10.2
|
Master
Distributor Agreement, dated as of August 7, 2008, by and between Beijing
Orsus Xelent Technology & Trading Company Limited and Beijing Xingwang
Shidai Commerce Co., Ltd. (incorporated by reference from Exhibit 10.1 to
the Current Report on Form 8-K filed with the Securities and Exchange
Commission on August 20, 2008)
|
|
31.1
|
Certification
of Principal Executive Officer under Section 302 of the Sarbanes-Oxley Act
of 2002 *
|
|
31.2
|
Certification
of Principal Financial Officer under Section 302 of the Sarbanes-Oxley Act
of 2002 *
|
|
32.1
|
Certification
of Principal Executive Officer under Section 906 of the Sarbanes-Oxley Act
of 2002 *
|
|
32.2
|
Certification
of Principal Financial Officer under Section 906 of the Sarbanes-Oxley Act
of 2002 *
|