Results of DF China Technology Shareholders Meeting on May 28th, 2004
June 10 2004 - 7:00AM
PR Newswire (US)
Results of DF China Technology Shareholders Meeting on May 28th,
2004 HONG KONG, June 10 /Xinhua-PRNewswire-FirstCall/ -- DF China
Technology, Inc. (OTC:DFCT) (BULLETIN BOARD: DFCT) today announced
the results of its shareholders meeting held on May 28th, 2004 in
Hong Kong. On May 28, 2004, at a special meeting of the
shareholders of DF China Technology Inc. (the "Company"), the
shareholders approved by substantial majorities the two issues
presented at the meeting for shareholder consideration: 1. The
shareholders ratified the action of the Company taken by it on
February 4, 2004 when it sold 21.5 million shares of its common
stock at US$0.20 a share, for a total of US$4.3 million, which sale
was at a price of 50 percent of the market value of the stock the
day of the sale and was in excess of 20 percent of the outstanding
shares of common stock the day of the sale. The sale had earlier
been approved by the shareholders on January 6, 2004. However, the
Nasdaq staff later determined that the proxy materials sent to the
shareholders when that meeting was called did not fully comply with
Nasdaq notice requirements. Accordingly, the $4.3 million raised
from the sale could not be considered by Nasdaq when calculating
the amount of shareholders' equity for purposes of the Company
meeting Nasdaq's standards for a continued listing on the Nasdaq
SmallCap Stock Market. Our common stock was subsequently delisted
by Nasdaq for failing to meet such standards. The ratification vote
by the shareholders on May 28 was tabulated in two ways: by the
votes of the shareholders of record on April 21, 2004 and by the
votes of the shareholders that were eligible to vote on January 6,
2004 when the earlier approval of the sale of stock was authorized
at a shareholders' meeting. The ratification of the sale of the
stock was approved by each of the two methods of computation. 2.
The shareholders approved a possible, but now an improbable,
one-for- five stock consolidation of the Company's common stock.
Earlier, the Nasdaq staff had advised the Company that, if the
Company completed its proposed acquisition of all the outstanding
capital stock of DiChain Software Systems (Shenzhen) Limited ("
DiChain Software"), the transaction would be a "reverse merger"
under Nasdaq marketplace rules. As such, the Company would have to
apply for an initial listing with Nasdaq and meet all requirements
for an initial listing including one that requires that the stock
to be listed trades in the stock market at a price of $4 or higher.
The Company challenged the $4 minimum stock price requirement as
not required under announced Nasdaq rules, and a Nasdaq hearing
panel upheld the Company's view on the matter. Accordingly, the
Company -- as a "foreign private issuer" -- is not required to meet
a $4 minimum stock price requirement when it applies for
readmission to the Nasdaq Stock Market, and the Company's
management does not propose to effectuate a one-for-five stock
consolidation at this time. For further information, please
contact: Aaron Zhu Executive Director and Chief Financial Officer
DF China Technology Tel: +852-2255-0688 DATASOURCE: DF China
Technology, Inc. CONTACT: Aaron Zhu, Executive Director and Chief
Financial Officer of DF China Technology, +852-2255-0688
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