UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934
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Filed
by the registrant
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x
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Filed by a party other than the registrant
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o
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Check
the
appropriate box:
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x
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Preliminary
proxy statement
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o
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Definitive
proxy statement
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o
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Definitive
additional materials
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o
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Soliciting
material pursuant to Rule 14a-11(c) or Rule
14a-12
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KID
CASTLE EDUCATIONAL CORPORATION
(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):
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x
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No
fee required.
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o
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction
applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11:
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(4)
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Proposed
maximum aggregate value of transaction:
N.A.
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o
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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.
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(1)
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Amount
previously paid:
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(2)
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Form,
schedule or registration statement
no.:
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KID
CASTLE EDUCATIONAL CORPORATION
8th
Floor, No. 98 Min Chuan Road
Hsien
Tien, Taipei, Taiwan ROC
Taipei,
Taiwan
(886)
2-2218-5996
●
,
2008
Dear
Shareholders:
You
are
cordially invited to attend the Kid Castle Educational Corporation Annual
Meeting of Shareholders to be held at
●
a.m.
(local time) on
●
,
2008 at
Taipei Silicon Valley International Assembly Hall, B1, No. 207, Sec. 3, Beisin
Rd., Hsien Tien City, Taipei County, Taiwan, ROC. Directions to the Annual
Meeting location map are included with this Notice of Annual Meeting and Proxy
Statement.
The
matters to be acted upon are described in the accompanying Notice of Annual
Meeting and Proxy Statement. At the meeting, we will also report on Kid Castle
Educational Corporation’s operations and respond to any questions you may
have.
YOUR
VOTE IS VERY IMPORTANT.
Whether
or not you plan to attend, it is important that your shares be represented.
Please sign, date, and return the enclosed proxy card to the Company at 8th
Floor, No. 98 Min Chuan Road, Hsien Tien, Taipei, Taiwan ROC, Taipei, Taiwan
by
no later than
●
,
2008 in the enclosed postage prepaid envelope in order to ensure that your
vote
is counted
.
If
you attend the meeting, you will, of course, have the right to vote your shares
in person.
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Very
truly yours,
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Min-Tan
Yang
Chief
Executive Officer and Director
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KID
CASTLE EDUCATIONAL CORPORATION
8th
Floor, No. 98 Min Chuan Road
Hsien
Tien, Taipei, Taiwan ROC
Taipei,
Taiwan
(886)
2-2218-5996
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
To
Be Held on
●
,
2008
To
the
Shareholders:
The
Annual Meeting of the Shareholders of Kid Castle Educational Corporation (“Kid
Castle”), a Florida corporation, will be held at
●
a.m.
(local time) on
●
,
2008 at
Taipei Silicon Valley International Assembly Hall, B1, No. 207, Sec. 3, Beisin
Rd., Hsien Tien City, Taipei County, Taiwan, ROC for the following
purposes:
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1.
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To
elect five directors to serve until the Annual Meeting of Shareholders
for
the 2008 fiscal year and until their respective successors are elected
and
qualified;
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2.
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To
ratify and approve the selection of Brock, Schechter & Polakoff, LLP
as the Company’s independent auditors for the fiscal year ending December
31, 2008;
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3.
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To
transact such other business as may properly come before the meeting
or
any adjournment thereof.
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Only
shareholders of record at the close of business on
●
,
2008
will be entitled to notice of, and to vote at, the Annual Meeting and any
adjournments thereof.
The
Company’s Proxy Statement is submitted herewith. Financial and other information
concerning the Company is contained in the enclosed Annual Report on Form 10-K
for the fiscal year ended December 31, 2007.
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By
order of the Board of Directors
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Min-Tan
Yang
Chief
Executive Officer and Director
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Taipei,
Taiwan
●
,
2008
YOUR
VOTE IS IMPORTANT
WHETHER
OR NOT YOU PLAN TO ATTEND THE MEETING, WE URGE YOU TO DATE AND SIGN THE ENCLOSED
PROXY CARD AND RETURN IT TO THE COMPANY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED
STAMPED AND ADDRESSED ENVELOPE. THIS WILL ENSURE THE PRESENCE OF A QUORUM AT
THE
ANNUAL MEETING. GIVING THIS PROXY DOES NOT AFFECT YOUR RIGHT TO REVOKE IT LATER
OR VOTE YOUR SHARES IN PERSON IN THE EVENT THAT YOU SHOULD ATTEND THE
MEETING.
KID
CASTLE EDUCATIONAL CORPORATION
8th
Floor, No. 98 Min Chuan Road
Hsien
Tien, Taipei, Taiwan ROC
Taipei,
Taiwan
(886)
2-2218-5996
PROXY
STATEMENT FOR
ANNUAL
MEETING OF SHAREHOLDERS
●
,
2008
This
Proxy Statement is furnished by the Board of Directors of Kid Castle Educational
Corporation, a Florida corporation (the “Company” or “Kid Castle”), to the
holders of common stock, no par value, of the Company (the “Common Stock”), in
connection with the solicitation of proxies by the Board of Directors for use
at
the Annual Meeting of Shareholders of the Company for fiscal year 2008 (the
“Annual Meeting”), to be held at ● a.m. (local time) on
●
,
2008,
at Taipei Silicon Valley International Assembly Hall, B1, No. 207, Sec. 3,
Beisin Rd., Hsien Tien City, Taipei County, Taiwan, ROC and at any adjournment
thereof. Directions to the Annual Meeting location are provided at the end
of
this Proxy Statement.
Q
UESTIONS
AND
A
NSWERS
Why
am I receiving these proxy materials?
We
sent
you this proxy statement and the accompanying proxy card because the Board
of
Directors of Kid Castle Education Corporation is soliciting your proxy to vote
at our 2008 Annual Meeting of Shareholders. You are invited to attend the annual
meeting to vote on the proposal described in this proxy statement. However,
you
do not need to attend the meeting to vote your shares. Instead, you may simply
complete, sign and return the accompanying proxy card.
We
intend
to mail this proxy statement and the accompanying proxy card on or about
●
,
2008 to
all shareholders of record entitled to vote at the annual meeting.
Who
can vote at the annual meeting?
Only
shareholders of record at the close of business on
●
,
2008,
the record date for the annual meeting, will be entitled to vote at the annual
meeting. At the close of business on the record date, there were 25,000,000
shares of common stock outstanding and entitled to vote.
Shareholder
of Record: Shares Registered in Your Name
If
at the
close of business on the record date, your shares were registered directly
in
your name with our transfer agent, Securities Transfer Corporation, then you
are
a shareholder of record. As a shareholder of record, you may vote in person
at
the meeting or vote by proxy. Whether or not you plan to attend the meeting,
we
urge you to fill out and return the accompanying proxy card to ensure your
vote
is counted.
Beneficial
Owner: Shares Registered in the Name of a Broker, Bank or Other Agent
If
at the
close of business on the record date, your shares were held, not in your name,
but rather in an account at a brokerage firm, bank or other agent, then you
are
the beneficial owner of shares held in “street name” and these proxy materials
are being forwarded to you by your broker, bank or other agent. The broker,
bank
or other agent holding your account is considered to be the shareholder of
record for purposes of voting at the annual meeting. As a beneficial owner,
you
have the right to direct your broker, bank or other agent on how to vote the
shares in your account. You are also invited to attend the annual meeting.
However, since you are not the shareholder of record, you may not vote your
shares in person at the meeting unless you request and obtain a valid proxy
issued in your name from your broker, bank or other agent.
What
am I voting on?
You
are
being asked to vote on the election of five directors (Proposal 1) and to
consider and act on a proposal to ratify the selection of Brock, Schechter
&
Polakoff, LLP as our independent registered public accounting firm for the
fiscal year ending December 31, 2008 (Proposal 2). When you sign and mail the
proxy card, you appoint Min-Tan Yang and Suang-Yi Pai as your representatives
at
the meeting. (When we refer to the “named proxies,” we are referring to Mr. Yang
and Mr. Pai.) This way, your shares will be voted even if you cannot attend
the
meeting.
How
do I vote?
For
the
election of directors, you may either vote “For” all the nominees or you may
“Withhold” your vote for any nominee you specify. You may also abstain from
voting on the matter. For any other matter to be voted on (if any), you may
vote
“For” or “Against” or abstain from voting. The procedures for voting are as
follows:
Shareholder
of Record: Shares Registered in Your Name
If
you
are a shareholder of record, you may vote in person at the annual meeting.
Alternatively, you may vote by proxy by using the accompanying proxy card.
Whether or not you plan to attend the meeting, we urge you to vote by proxy
to
ensure your vote is counted. You may still attend the meeting and vote in person
if you have already voted by proxy.
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•
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To
vote in person, come to the annual meeting and we will give you a
ballot
when you arrive.
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•
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To
vote using the proxy card, simply complete, sign and date the accompanying
proxy card and return it promptly in the envelope provided. If you
return
your signed proxy card to us before the annual meeting, we will vote
your
shares as you direct.
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Beneficial
Owner: Shares Registered in the Name of Broker, Bank or Other Agent
If
you
are a beneficial owner of shares registered in the name of your broker, bank
or
other agent, you should have received a proxy or voting instruction form with
these proxy materials from that organization rather than from us. You can vote
by using the proxy or voting information form provided by your broker, bank
or
other agent or, if made available, vote by telephone or the internet. To vote
in
person at the annual meeting, you must obtain a legal proxy from your broker,
bank, or other agent. Under a legal proxy, the bank, broker, or other agent
confers all of its rights as a record holder (which may in turn have been passed
on to it by the ultimate record holder) to grant proxies or to vote at the
meeting. Follow the instructions from your broker, bank or other agent included
with these proxy materials, or contact your broker, bank or other agent to
request a legal proxy. Please allow sufficient time to receive a legal proxy
through the mail after your broker, bank, or other agent receives your
request.
How
many votes do I have?
On
each
matter to be voted upon, you have one vote for each share of common stock you
own as of the close of business on
●
,
2008,
the record date for the annual meeting.
What
if I return a proxy card but do not make specific choices?
If
you
return a signed and dated proxy card without marking any voting selections,
your
shares will be voted “For” the election of all nominees for director and “For”
the ratification of the selection of Brock, Schechter & Polakoff, LLP as our
independent registered public accounting firm for the fiscal year ending
December 31, 2008. If any other matter is properly presented at the meeting,
one
of the named proxies on your proxy card as your proxy will vote your shares
in
their discretion.
Who
is paying for this proxy solicitation?
We
will
pay for the entire cost of soliciting proxies. In addition to these mailed
proxy
materials, our directors and employees may also solicit proxies in person,
by
telephone, or by other means of communication. Directors and employees will
not
be paid any additional compensation for soliciting proxies. We may also
reimburse brokerage firms, banks and other agents for the cost of forwarding
proxy materials to beneficial owners.
What
does it mean if I receive more than one proxy card?
If
you
receive more than one proxy card, your shares are registered in more than one
name or are registered in different accounts. Please complete, sign and return
each
proxy
card to ensure that all of your shares are voted.
Can
I change my vote after submitting my proxy?
Yes.
You
can revoke your proxy at any time before the applicable vote at the meeting.
If
you are the record holder of your shares, you may revoke your proxy in any
one
of three ways:
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You
may submit another properly completed proxy with a later date,
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•
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You
may send a written notice that you are revoking your proxy to our
Secretary at 8
th
Floor, No. 98 Min Chuan Road Hsien Tien, Taipei, Taiwan ROC, or
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•
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You
may attend the annual meeting and vote in person (If you hold your
shares
beneficially through a broker, you must bring a legal proxy from
the
record holder in order to vote at the meeting).
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If
your
shares are held by your broker, bank or other agent, you should follow the
instructions provided by them.
How
are votes counted?
Votes
will be counted by the inspector of election appointed for the meeting, who
will
separately count “For” and “Withhold” and, with respect to proposals other than
the election of directors, “Against” votes, abstentions and broker non-votes (if
applicable). A “broker non-vote” occurs when a nominee holding shares for a
beneficial owner does not vote on a particular proposal because the nominee
does
not have discretionary voting power with respect to that proposal and has not
received instructions with respect to that proposal from the beneficial owner,
despite voting on at least one other proposal for which it does have
discretionary authority or for which it has received instructions. Abstentions
and broker non-votes will not be counted towards the vote total for any
proposal.
If
your
shares are held by your broker, bank or other agent as your nominee (that is,
in
“street name”), you will need to obtain a proxy form from the institution that
holds your shares and follow the instructions included on that form regarding
how to instruct your broker, bank or other agent to vote your shares. If you
do
not give instructions to your broker, bank or other agent, they can vote your
shares with respect to “discretionary” items, but not with respect to
“non-discretionary” items. Discretionary items are proposals considered routine
under the rules of under which your broker, bank or other agent may vote shares
held in street name in the absence of your voting instructions. Brokers may
exercise discretion to vote shares as to which instructions are not given with
respect to the proposal regarding the election of directors. On
non-discretionary items for which you do not give instructions to your broker,
bank or other agent, the shares will be treated as broker non-votes.
How
many votes are needed to approve each proposal?
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For
the election of directors, the five nominees receiving the largest
number
of “For” votes (among votes properly cast in person or by proxy) will be
elected as directors. There is no cumulative voting for our directors.
Withhold votes will have no practical effect in the election of directors
because withhold votes do not represent votes “For” a nominee.
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For
ratification of the selection of our independent registered public
accounting firm for the fiscal year ending December 31, 2008, if
the
number of “For” votes exceeds the number of “Against” votes, then the
selection of Brock, Schechter & Polakoff, LLP will be ratified.
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What
is the quorum requirement?
A
quorum
of shareholders is necessary to hold a valid meeting. A quorum will be present
if at least a majority of the outstanding shares as of the close of business
on
the record date are represented by shareholders present at the meeting or by
proxy.
Your
shares will be counted towards the quorum only if you submit a valid proxy
(or
one is submitted on your behalf by your broker, bank or other agent) or if
you
vote in person at the meeting. Generally, abstentions and broker non-votes
will
be counted towards the quorum requirement. If there is no quorum, a majority
of
the votes present at the meeting may adjourn the meeting to another date.
How
can I find out the results of the voting at the annual meeting?
Preliminary
voting results will be announced at the annual meeting. Final voting results
will be published in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2008.
MATTERS
TO COME BEFORE THE ANNUAL MEETING
PROPOSAL
1.
ELECTION
OF DIRECTORS AND MANAGEMENT INFORMATION.
Five
directors, to hold office until the next annual meeting of shareholders and
until their successors are elected and qualified, are to be elected at the
Annual Meeting. 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. Management expects that each of the
nominees will be available for election, but if any of them is not a candidate
at the time the election occurs, the proxy holders have authority to cast votes
for the election of another nominee to be designated by the Board of Directors
to fill any such vacancy.
The
following persons have been nominated by the Company’s Board of Directors to be
elected as directors at the Annual Meeting:
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Name
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Age*
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Title
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Mr.
Min-Tan Yang
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42
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Chief
Executive Officer and Director
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Mr.
Suang-Yi Pai
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47
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Chairman,
Director and Acting Chief Finance Officer
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Mr.
Robert Theng
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46
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Director
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Mr.
Ming-Tsung Shih
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39
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Director
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Mr.
Ping-Hsiung Wang
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43
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Director
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*Age
at December 31, 2007
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Information
about the Nominees
Mr.
Min-Tan Yang
was
elected by the Board of Directors to fill an existing vacancy and appointed
chief executive officer on November 2, 2005. He has a master’s degree from the
Department of Business Administration of Da-Yeh University. Mr. Yang has
served as a director of Shanghai Taiwan Businessmen Elementary School in China
since January 2005 and a director of Global International Education Ltd.
since July 2001. In 2002 Mr. Yang was appointed as the chairman of two
of the Company’s schools in Taiwan. Currently he is the chairman of four of the
Company’s schools.
Mr.
Suang-Yi Pai
was
elected to replace Mr. Kuo An Wang as the chairman of the board on November
2,
2005. Mr. Pai has served as a director of the company since October 2002. Since
1998, Mr. Pai has served as the general manager of Chin Yi Fung Enterprises
Co., Ltd., a privately held company engaged in the manufacture of
sandals.
Mr.
Ming-Tsung Shih
has
served as a director of the Company since 2003. Mr. Shih is a lecturer at
Tunghai University and has been the Financial Manager of Wuxi Paiho Textile
Ltd., a company that manufactures and sells textile material, since 2007. From
2007 to November 2003, Mr. Shih served as Financial Manager of Sunspring Metal
Corporation, a company that manufactures and sells hydrant fittings. From 2002
to 2003, Mr. Shih served as the Financial Manager of Chin Yi Fung Enterprises
Co., Ltd., a privately held company engaged in the manufacture of sandals.
Prior
to that, Mr. Shih was the Audit Manager of T N Soong & Co., a member firm of
Deloitte & Touche, from 1995 to 2002.
Mr.
Robert Theng
is
currently an associate professor of Graduate Institute of Management, Da-Yeh
University and an adjunct professor of School of Business, Lawrence
Technological University, USA and Walton College, Canada. Mr. Theng
received his Ph.D. in Industrial Engineering, from Mississippi State University,
USA in 1996 and his Master’s of Business Administration from Meinders School of
Business, Oklahoma City University, USA in 1992.
Mr.
Ping-Hsiung Wang
was
elected by the Board of Directors to fill an existing vacancy and appointed
Director on April 8, 2008. Currently, Mr. Wang is also serving as the
chairman of two pre-schools in Taiwan and as a director of two pre-schools
in
Shanghai. From January to December 2004, Mr. Wang was the vice president of
the
Pre-School Educational and Protection Association of Tucheng City in Taipei
County, Republic of China.
These
directors will be elected for one-year terms at the annual shareholders meeting.
Officers will hold their positions at the pleasure of the Board of Directors,
absent any employment agreement, of which none currently exists. There is no
arrangement or understanding between any of the directors or officers of the
Company and any other person pursuant to which any director or officer was
or is
to be selected as a director or officer, and there is no arrangement, plan
or
understanding as to whether non-management shareholders will exercise their
voting rights to continue to elect the current directors to the Company’s board.
There are also no arrangements, agreements or understandings between
non-management shareholders that may directly or indirectly participate in
or
influence the management of the Company’s affairs.
None
of
the candidates is subject to (i) any material proceedings adverse to the
registrant or any of its subsidiaries or has a material interest adverse to
the
registrant or any of its subsidiaries or (ii) any other legal
proceeding.
The
Board of Directors recommends that shareholders vote “FOR” the nominees named in
this Proxy Statement. The five individuals receiving the greatest number of
votes will be deemed elected even if they do not receive a majority
vote.
CORPORATE
GOVERNANCE
Board
Meetings
The
Board
of Directors held nine meetings during 2007 and held two meetings with the
Company’s auditors. During 2007, all directors attended at least 75 percent of
the meetings of the Board of Directors. The Company’s Bylaws provide that the
Board of Directors should meet annually for the election of the Company’s
officers and hold regular meetings.
Committees
The
Board
of Directors does not have a standing audit committee, a standing nominating,
or
a compensation committee. Instead, the whole Board of Directors performs the
functions of these committees. We do not have nominating and compensation
committees because we feel that the entire Board of Directors can best perform
this function.
In
its
Audit Committee role, the Board of Directors is responsible for the general
oversight of the Company’s financial accounting and reporting, systems of
internal control, audit process, and monitoring compliance with standards of
business conduct and for discussing the audited financial statements with the
company. While the entire Board of Directors served as the Company's Audit
Committee and assumed responsibility for reviewing the Company's financial
statements with the Company's auditors during the fiscal year ended December
31,
2007, the two independent directors, Messrs. Shih and Theng, held separate
reviewing sessions with the Company's auditors to discuss and ensure the
accuracy and reliability of the Company's financial statements in addition
to
those sessions conducted with the full Board of Directors.
Audit
Committee Financial Expert
Board
Member Ming-Tsung Shih qualifies as an audit committee financial expert
according to the standard set forth in Regulation S-K, Item 407. The entire
Board of Directors serves as the Company’s Audit Committee.
Shareholder
Communications with the Board of Directors
Shareholders
may communicate with the Board of Directors by writing a letter to the Board
of
Directors. The letter should detail matters that the shareholder would like
bring to the attention of the Board of Directors. If the Board of Directors
deem
a reply is necessary and appropriate, it will using the return address indicated
in the shareholder’s letter. Shareholder’s letters should be addressed to the
Board of Directors and be delivered by courier or registered post to Kid Castle
Educational Corporation, 8th Floor, No. 98 Min Chuan Road, Hsien Tien, Taipei,
Taiwan ROC. Attention should be directed to the Investor Relations officer,
Ms.
Lily Huang.
REPORT
OF THE BOARD OF DIRECTORS ON FINANCIAL AUDIT OBLIGATION
The
Board
of Directors serves as the Audit Committee of the Company and is responsible
for
the general oversight of the Company’s financial accounting and reporting,
systems of internal control, audit process, and monitoring compliance with
standards of business conduct. Management of the Company has primary
responsibility for preparing financial statements of the Company as well as
the
Company’s financial reporting process. Brock, Schechter & Polakoff LLP,
acting as independent auditors, is responsible for expressing an opinion on
the
conformity of the Company’s audited financial statements with generally accepted
accounting principles.
In
this
context, the Board of Directors hereby reports as follows:
(1)
The Board of Directors have reviewed and discussed the audited financial
statements for fiscal years 2007 with the Company’s management and with the
independent auditors.
(2)
The Board of Directors have discussed with the independent auditors the
matters required to be discussed by Statement on Auditing Standards No. 61,
Communications with Audit Committees.
(3)
The Board of Directors has received the written disclosures and the
letter from the independent auditors required by Independence Standards Board
No. 1, Independence Discussions with Audit Committees, and has discussed with
Brock, Schechter & Polakoff, LLP the matter of that firm’s
independence.
(4)
Based on the review and discussion referred to in paragraphs (1) through
(3) above, the Board of Directors have approved that the audited financial
statements be included in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2007 filed on March 31, 2008 with the Securities and Exchange
Commission (“SEC”).
The
Board of Directors
Min-Tan
Yang
Suang-Yi
Pai
Ming-Tsung
Shih
Robert
Theng
Ping
Hsiung Wang
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth as of December 31, 2007, the number and percentage
of
our
25,000,000 outstanding shares of common stock that were beneficially owned
by
(i) each person who is currently a director, (ii) each executive officer, (iii)
all current directors and executive officers as a group, and (iv) each person
who, to the knowledge of the Company, is the beneficial owner of more than
5% of
the outstanding common stock.
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Name and Address of Beneficial Owner
(1)
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Number of
Shares
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Percent of
Class
(2)
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Mr.
Suang-Yi Pai / 8th Floor, No. 98 Min Chuan Road, Hsien Tien Taipei,
Taiwan, R.O.C .
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4,841,377
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19.37
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Mr.
Min-Tang Yang / 8th Floor, No. 98 Min Chuan Road, Hsien Tien Taipei,
Taiwan, R.O.C
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9,165,538
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36.66
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|
|
|
|
|
|
|
|
Mr.
Ming-Tsung, Shih / No. 29 Yongdong Street Yushun Villiage, Lukang
Township Chang Hua, Taiwan, R.O.C
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Mr.
Robert Theng / 3 Ally 21 Ln 36 Chieh Shou S. Rd. Changhua 500, Taiwan,
R.O.C.
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Mr.
Ping Hsiung Wang / 11F., No.34, Lane 126, Sec. 1, Xuefu Rd., Tucheng
City,
Taipei County, Taiwan, (R.O.C.)
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
All
officers and directors as a group (5 persons)
|
|
|
14,006,915
|
|
|
56.03
|
|
Notes:
|
(1)
|
Unless
otherwise indicated, the address of each person listed is 8th Floor,
No. 98 Min Chuan Road, Hsien Tien, Taipei, Taiwan, Republic of
China.
|
|
(2)
|
Based
on 25,000,000 shares of common stock outstanding as of December 31,
2007.
|
Section
16(A) Beneficial Ownership Reporting Compliance
Section 16(a) of
the Exchange Act requires our directors and executive officers, and persons
who
own more than ten percent of a registered class of our equity securities, to
file with the SEC initial reports of ownership and reports of changes in
ownership of our common stock and other equity securities. Officers, directors
and greater than ten percent shareholders are required by SEC regulation to
furnish us with copies of all Section 16(a) forms they
file.
To
our
knowledge, based solely on a review of the copies of such reports furnished
to
us and written representations that no other reports were required, during
the
fiscal year ended December 31, 2007, all Section 16(a) filing
requirements applicable to our officers, directors and greater than ten percent
beneficial owners were complied with.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
In
late
2005, our company experienced financial difficulties and was incapable of
generating cash flows sufficient to sustain our operations. At the time, our
Board of Directors approached Messrs. Pai and Yang for financial aid and
management support. Mr. Pai, a director of the Company, was elected
Chairman on November 2, 2005 and subsequently arranged for short-term loans
for the Company from two third parties, Olympic Well International Ltd.
(“Olympic”) and Chen-Chen Shih (“Shih”). The loans were payable in three months
in the amount of approximately $690,000 and $60,000 respectively, with a 7%
annual interest rate. Mr. Yang, who was elected as a director of the
Company on November 2, 2005, loaned us approximately $1.05 million with a
7% annual interest rate. As of July 31, 2006, the remaining debt owed by
the Company to Olympic and Shih was assigned to Mr. Pai pursuant to an
Assignment Agreement dated as of August 1, 2006. On December 28, 2006,
pursuant to a loan settlement and conversion agreement, the parties agreed
to
convert a portion of the loans to stock at a conversion price of $0.15 per
share
and to issue promissory notes for the remaining amount. The promissory notes
were due in one year and had an annual interest rate of 7%. These transactions
are summarized in the following table:
|
|
|
Outstanding
Principal
as of
12/28/2006
($)
|
|
Amount of
Residual
Promissory
Note
($)
|
|
Promissory
Note Due Date
|
|
Promissory
Note Interest
Rate (%)
|
|
Principal
converted to
Common
Stock
($0.15/ share)
|
|
Shares of
Common
Stock
|
|
|
Mr.
Suang-Yi Pai
|
|
|
407,725
|
|
|
107,680
|
|
|
12/27/2007
|
|
|
7
|
|
|
300,045
|
|
|
2,000,297
|
|
|
Mr.
Min-Tan Yang
|
|
|
840,789
|
|
|
240,789
|
|
|
12/27/2007
|
|
|
7
|
|
|
600,000
|
|
|
4,000,000
|
|
As
of
December 31, 2007, the remaining outstanding principal and accrued interest
on
the notes $ 374,715 was fully repaid in cash.
Policies
and Procedures for Related Person Transactions
The
Company recognizes that Related Person Transactions (defined as transactions,
arrangements or relationships in which the Company was, is or will be a
participant and the amount involved exceeds $10,000, and in which any Related
Person (defined below) had, has or will have a direct or indirect interest)
may
raise questions among shareholders as to whether those transactions are
consistent with the best interests of the Company and its shareholders. It
is
the Company’s policy to enter into or ratify Related Person Transactions only
when the Board of Directors determines that the Related Person Transaction
in
question is in, or is not inconsistent with, the best interests of the Company
and its shareholders, including but not limited to situations where the Company
may obtain products or services of a nature, quantity or quality, or on other
terms, that are not readily available from alternative sources or when the
Company provides products or services to Related Persons on an arm’s length
basis on terms comparable to those provided to unrelated third parties or on
terms comparable to those provided to employees generally.
“Related
Person” is defined as follows:
|
|
1.
|
any
person who is, or at any time since the beginning of the Company’s last
fiscal year was, a director or executive officer of the Company or
a
nominee to become a director of the
Company;
|
|
|
2.
|
any
person who is known to be the beneficial owner of more than 5% of
any
class of the Company’s voting
securities;
|
|
|
3.
|
any
immediate family member of any of the foregoing persons, which means
any
child, stepchild, parent, stepparent, spouse, sibling, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law of the director, executive officer, nominee or more
than 5%
beneficial owner, and any person (other than a tenant or employee)
sharing
the household of such director, executive officer, nominee or more
than 5%
beneficial owner; and
|
|
|
4.
|
any
firm, corporation or other entity in which any of the foregoing persons
is
employed or is a general partner or principal or in a similar position
or
in which such person has a 5% or greater beneficial ownership
interest.
|
Directors
and executive officers are required to submit to the Board of Directors, acting
in its role as Audit Committee, a list of immediate family members and a
description of any current or proposed Related Person Transactions on an annual
basis and provide updates during the year.
In
its
review of any Related Person Transactions, the Board of Directors must consider
all of the relevant facts and circumstances available to it, including (if
applicable) but not limited to: the benefits to the Company; the impact on
a
director’s independence in the event the Related Person is a director, an
immediately family member of a director or an entity in which a director is
a
partner, shareholder or executive officer; the availability of other sources
for
comparable products or services; the terms of the transaction; and the terms
available to unrelated third parties or to employees generally. No member of
the
Board of Directors may participate in any review, consideration or approval
of
any Related Person Transaction with respect to which such member or any of
his
or her immediate family members is the Related Person. The Board of Directors
will approve or ratify only those Related Person Transactions that are in,
or
are not inconsistent with, the best interests of the Company and its
shareholders, as the Board of Directors determines in good faith. The Board
of
Directors will convey the decision to the Chief Executive Officer or the Chief
Financial Officer, who will convey the decision to the appropriate persons
within the Company.
Director
Independence
Based
on
the definition of “independent director” contained in the American Stock
Exchange, Inc. Company Guide, which is the standard the Company has chosen
to
report under, Messrs. Shih, Theng and Wang are “independent
directors.”
EXECUTIVE
COMPENSATION
Compensation
Discussion and Analysis
Compensation
Committee Interlocks and Insider Participation
As
the
Company does not have a Compensation Committee, it has implemented the following
procedures to determine the Company's executive compensation program.
Compensation for the CEO and the CFO has been approved by the independent
directors of the Board. Compensation for other executive officers and senior
management is determined by the CEO or CFO pursuant to authority delegated
to
them by the Board of Directors. None of our executive officers serve as members
of the board of directors or compensation committee of any entity that has
one
or more executive officers serving as a member of our Board of
Directors.
In
light
of the financial distress of the Company in 2005, the Company's CEO, Mr. Yang,
and CFO, Mr. Pai, volunteered to receive nominal salary from the Company. In
2006, Mr. Yang’s and Mr. Pai’s annual salaries were $18,509 and $18,190,
respectively, which was substantially lower than the compensation paid to
executives in similar positions at peer companies. In 2007, Mr. Yang’s and Mr.
Pai’s annual base salaries were $72,524 and $54,225, respectively.
Elements
to Executive Compensation
The
Company’s executive compensation program is designed to attract and retain
executives responsible for the Company’s long-term success, to reward executives
for achieving both financial and strategic company goals and to provide a
compensation package that recognizes individual contributions as well as overall
business results. The Company’s executive compensation program also takes into
account the compensation practices of companies with whom Kid Castle competes
for executive talent.
The
two
components of the Company’s executive compensation program are base salary and
annual discretionary bonuses. Overall compensation is intended to be competitive
for comparable positions at peer companies.
Objectives.
The
objectives of the Company's executive compensation policies are to attract
and
retain highly qualified executives by designing the total compensation package
to motivate executives to provide excellent leadership and achieve Company
goals; to align the interests of executives, employees, and stockholders by
establishing cohesive management, financial, operation and marketing goals
that
reflect the Company's strategic growth plan; and to provide executives with
reasonable security, through retirement plans and annual discretionary bonuses
that motivate them to continue employment with the Company and achieve goals
that will make the Company thrive and remain competitive in the
long-run.
Linkage
between compensation programs and Company objective and values.
We link
executive compensation closely with the Company objectives, which we believe
are
dependent on the level of employee engagement, operational excellence, cost
management and profitability achieved. Currently, the primary quantifiable
measurement of operational excellence for the Company is the achievement of
profitability, which is directly related to increasing annual
revenue. Executives' annual performance evaluations are based in part on
their achievement of the aforementioned goals and in part on revenue targets
that may be established by the Board of Directors at the beginning of each
fiscal year. The Board of Directors has not set a specific revenue goal for
the
award of bonuses for fiscal 2008. The Company currently does not have a defined
non-equity incentive plan in place for its named executives. Instead, the
disinterested members of the Board of Directors determines if any annual
discretionary bonuses should be awarded to named executives in conjunction
with
the named executives’ annual performance evaluations. As indicated in the
Summary Compensation Table below, during the last three fiscal years, the Board
of Directors has not elected to award any annual discretionary bonuses to any
named executives.
The
roles of various elements of compensation.
Executive compensation includes base salary, annual discretionary bonuses
awarded by the Board of Directors in conjunction with named executives’ annual
performance evaluations and other annual compensation granted under the
non-contributory defined benefit retirement plan. Collectively, the Board's
objective is to ensure a total pay package that is appropriate given the
performance of both the Company and the individual named executive.
Governance
practices concerning compensation.
The
Board of Directors has implemented a number of procedures that the Board follows
to ensure good governance. These include setting CEO and CFO salaries,
authorizing the CEO or the CFO to set the salaries of presidents and
vice presidents, including Mrs. Huang, President of Shanghai Operations, setting
annual goals for the Company, reviewing proposals for stock incentive plans,
exercising fiduciary responsibilities over retirement plans, overseeing
management development and succession planning, and keeping adequate records
of
its activities.
Base
Salary
Each
named executive’s base salary is initially determined with reference to
competitive pay practices of peer companies (where such information is publicly
available) and is dependent upon the executive’s level of responsibility and
experience. The Board of Directors uses its discretion, rather than a formal
weighting system, to evaluate these factors and to determine individual base
salary levels. Thereafter, base salaries are reviewed periodically and increases
are made based on the Board of Director’s subjective assessment of individual
performance, as well as the factors discussed above. In light of the financial
distress of the Company in 2005, Messrs. Pai and Yang volunteered to receive
no
salary payments from the Company. In 2006, Messrs. Pai and Yang were awarded
$18,190 and $18,509 annual salary packages, respectively. Mrs. Huang, President
of Shanghai Operations, is subject to a conditional payment arrangement for
her
base salary for fiscal year 2007. Under this arrangement, 20 percent of her
base
salary is withheld and paid only if the Company is able to maintain its revenue
at the fiscal year 2006 level. In 2007, Mr. Yang’s and Mr. Pai’s annual base
salaries were $72,524 and $54,225, respectively.
To
ensure
that its overall compensation is competitive, the Company reviews executive
compensation, including both base salary and variable compensation, with a
range
of peer companies that offer tuition services in the child education industry
and have physical presence in the PRC and ROC regions. The data gathered on
these business entities is publicly available information from industry specific
resources and the Internet. However, many of the Company’s peers are not
publicly-traded companies and, as a result, only limited information regarding
executive compensation is available. The English-language teaching and
educational services industry in Asia is highly fragmented, varying
significantly among different geographic locations and types of consumers.
Our
main competitors in Taiwan include Giraffe Language School, Joy Enterprise
Organization, Jordan's Language School, Gram English, and Hess Educational
Organization. Our main competitors in the People's Republic of China include
English First, New Oriental Educational & Technology Group, DD Dragon
Education Organization and Only Education Group. More information regarding
our
main competitors in the PRC and ROC regions can be found in our annual report
on
Form 10-K for the fiscal year ending December 31, 2007, as filed with the SEC
on
March 31, 2008.
Based
on
its review of the information available, our Board of Directors estimates that
the range of annual salary for chief executive officers of our peer companies
is
$90,000 to $144,000.
Annual
Discretionary Bonuses
In
past
years the company has paid annual discretionary bonuses to its executives,
however, due to the Company’s overall performance in 2007, the Company’s
executive officers were not awarded bonuses.
Summary
Compensation Table
The
following table sets forth information about the compensation paid or accrued
by
the Company to the Company’s chief executive officer, chief financial officer,
and one other most highly compensated executive officer, (our “named officers”)
for the last three completed fiscal years:
|
SUMMARY
COMPENSATION TABLE
|
|
Name and Principal
Position
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
Stock
Awards
($)
|
|
Option
Awards
($)
|
|
Non-Equity
Incentive Plan
Compensation
($)
|
|
Nonqualified
Deferred
Compensation
Earnings ($)
|
|
All Other
Compensation
($)
|
|
Total
($)
|
|
|
Mr.
Min-Tan Yang
Chief
Executive Officer
|
|
|
2007
2006
2005
|
|
|
72,524
18,509
-
|
|
|
-
-
-
|
|
|
-
-
-
|
|
|
-
-
-
|
|
|
-
-
-
|
|
|
-
-
-
|
|
|
1,281
-
-
|
(i)
|
|
73,805
18,509
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr.
Suang-Yi Pai
Chief
Financial Officer and Secretary
|
|
|
2007
2006
2005
|
|
|
54,225
18,190
-
|
|
|
-
-
-
|
|
|
-
-
-
|
|
|
-
-
-
|
|
|
-
-
-
|
|
|
-
-
-
|
|
|
-
-
-
|
|
|
54,225
18,190
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mrs.
Chin-Chen Huang
President
of Shanghai Operation
|
|
|
2007
2006
2005
|
|
|
76,132
70,565
59,129
|
|
|
-
-
-
|
|
|
-
-
-
|
|
|
-
-
-
|
|
|
-
-
-
|
|
|
-
-
-
|
|
|
3,291
3,746
5,505
|
(ii)
(iii)
(iv)
|
|
79,423
74,311
64,634
|
|
Notes:
|
(i)
|
Estimated
annual retirement benefits of Mr. Yang under the Company’s
non-contributory defined benefit retirement plan, includes health,
accident, and labor insurance premiums in the aggregate amount of
$380,
and accrued retirement benefits under the Company’s non-contributory
defined benefit retirement plan in the amount of
$901.
|
|
(ii)
|
Estimated
annual retirement benefits of Mrs. Huang under the Company’s
non-contributory defined benefit retirement plan, includes health,
accident, and labor insurance premiums in the aggregate amount of
$1,528,
and accrued retirement benefits under the Company’s non-contributory
defined benefit retirement plan in the amount of
$1,763.
|
|
(iii)
|
Estimated
annual retirement benefits of Mrs. Huang under the Company’s
non-contributory defined benefit retirement plan, includes health,
accident, and labor insurance premiums in the aggregate amount of
$2,160,
and accrued retirement benefits under the Company’s non-contributory
defined benefit retirement plan in the amount of
$1,586.
|
|
(iv)
|
Estimated
annual retirement benefits of Mrs. Huang under the Company’s
non-contributory defined benefit retirement plan, includes health,
accident, and labor insurance premiums in the aggregate amount of
$3,582,
and accrued retirement benefits under the Company’s non-contributory
defined benefit retirement plan in the amount of
$1,923.
|
Stock
Option Grants in the Last Fiscal Year; Exercises of Stock
Options
There
were no grants of stock options during the fiscal year ended December 31, 2007.
The Company has never granted any stock options.
Pension
Plans
The
Group
maintains tax-qualified defined contribution and benefit retirement plan for
its
employees in accordance with the ROC Labor Standard Law. As a result, the Group
currently maintains two different retirement plans with contribution and benefit
calculation formulas. On July 1, 2005, the Bureau of National Health
Insurance issued New Labor Retirement pension regulations in Taiwan. The Group
has defined the new contribution retirement plan (the “New Plan”) covering all
regular employees in Kid Castle Internet Technologies Limited (“KCIT”), and KCIT
contributes monthly an amount equal to 6% of its employees’ basic salaries and
wages to the Bureau of National Health Insurance. The Group still maintains
the
benefit retirement plan (the “Old Plan”), which commenced in September 2003 and
only applies to the employees of KCIT who were employed before June 30,
2005, and KCIT contributes monthly an amount equal to 2% of its employees’ total
salaries and wages to an independent retirement trust fund deposited with the
Central Trust of China in accordance with the ROC Labor Standards Law in Taiwan.
The retirement fund is not included in the Group’s financial statements. Net
periodic pension cost is based on annual actuarial valuations which use the
projected unit credit cost method of calculation and is charged to the
consolidated statement of operations on a systematic basis over the average
remaining service terms of current employees. Contribution amounts are
determined in accordance with the advice of professionally qualified actuaries
in Taiwan. Under the plan, the employees are entitled to receive retirement
benefits upon retirement in the manner stipulated by the relevant labor laws
in
Taiwan. The benefits under the plan are based on various factors such as years
of service and the final base salary preceding retirement.
|
Name
|
|
Plan Name
(i)
|
|
Number of Years
Credited Service
(#)
|
|
Present Value of
Accumulated
Benefit
($)
|
|
Payments During
Last Fiscal Year
($)
|
|
|
CEO/PEO
Mr
Min-Tan Yang
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
CFO/PFO
Mr.
Suang-Yi Pai
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
President
of Shanghai Operations
Mrs.
Chin-Chen Huang
|
|
|
Old
and New
(i)
|
|
|
5
|
|
|
121,924
|
|
|
-
|
|
Notes:
|
(i)
|
The
calculation of pension benefits under the Old Plan is applied prior
to
July 1, 2005 and calculation of pension benefits under the New Plan
is
applied after July 1, 2005.
|
Compensation
Committee Report
As
we do
not have a compensation committee, the entire board of directors reviewed and
discussed the Compensation Discussion and Analysis set forth above and agrees
to
its inclusion in this Proxy Statement dated
●
,
2008.
|
Suang-Yi
Pai
|
|
Min-Tan
Yang
|
|
Ming-Tsung
Shih
|
|
Robert
Theng
|
|
Ping
Hsiung Wang
|
Director
Compensation
The
Company’s Bylaws provide that the Company’s directors may be paid their expenses
and a fixed sum for attendance at meetings of the Board of Directors, may be
paid a stated salary as a director, and no such payment shall preclude any
director from serving the Company in any other capacity and receiving
compensation therefore. Currently, each independent director is paid $609 (New
Taiwan dollars $20,000) for his attendance at each regular Board
meeting.
|
|
|
|
|
|
|
Name
(a)
|
|
Fees
Earned
or
Paid in
Cash
(b)
($)
|
|
Stock
Awards
(c)
($)
|
|
Option
Awards
(d)
($)
|
|
Non-Equity
Incentive
Plan
Compensation
(e)
($)
|
|
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
(f)
($)
|
|
All
Other
Compensation
(g)
($)
|
|
Total
(j)
($)
|
|
|
Mr.
Ming-Tsung Shih
|
|
$
|
5,115
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
$
|
5,115
|
|
|
Mr.
Robert Theng
|
|
$
|
5,054
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
$
|
5,054
|
|
CODE
OF ETHICS
We
have
adopted a corporate code of ethics. We believe our code of ethics is reasonably
designed to deter wrongdoing and promote honest and ethical conduct; provide
full, fair, accurate, timely and understandable disclosure in public reports;
comply with applicable laws; ensure prompt internal reporting of code
violations; and provide accountability for adherence to the code. A copy of
our
corporate code of ethics may be obtained, without charge, upon written request
to: HR Department, Mrs. Erica Lu, Kid Castle Educational Corporation, 8th Floor,
No. 98 Min Chuan Road, Hsien Tien, Taipei, Taiwan ROC, Taipei,
Taiwan.
PROPOSAL
2.
RATIFICATION
AND APPROVE OF SELECTION OF AUDITORS.
The
Board
of Directors requests that the shareholders ratify and approve its selection
of
Brock, Schechter & Polakoff, LLP, independent auditors, to examine the
consolidated financial statements of Kid Castle for the fiscal year ending
December 31, 2008.
On
July
28, 2006, we engaged Brock, Schechter & Polakoff, LLP, as our principal
accountant, to audit our consolidated financial statements for the year ending
December 31, 2005, 2006 and 2007. During the years ended December 31, 2007,
2006
and 2005, neither we (nor anyone on our behalf) consulted Brock, Schechter
&
Polakoff regarding: (i) either: the application of accounting principles to
a
specified transaction, either completed or proposed; (ii) the type of audit
opinion that might be rendered on our financial statements, and neither a
written nor oral report was provided to us in which a conclusion reached by
the
new accountant was an important factor considered by us in reaching a decision
as to the accounting, auditing or financial reporting issue; or (iii) any matter
that was either the subject of a “disagreement” or a “reportable event” within
the meaning of Item 304 of Regulation S-K
.
Our
principal accountant will be in attendance at the Annual Meeting to be held
on
●
,
2008.
Subject to time restrictions, representative of Brock, Schechter & Polakoff,
LLP will be available for questions on the day of the meeting.
The
Board of Directors recommends that shareholders vote “FOR” the ratification of
the selection of Brock, Schechter & Polakoff, LLP as independent auditors of
the Company.
Fees
Paid to Independent Public Accountants for 2005 and 2006
Audit
Fees
.
The
total audit fees incurred for years 2006 and 2007 amounted to $136,325 and
$121,026, respectively.
Audit-Related
Fees
.
No
audit-related fees were incurred in 2006 or 2007.
Tax
Fees.
The fees
incurred for engaging tax advisors for years 2006 and 2007 amounted to US$13,000
and US$15,000, respectively.
All
Other Fees
.
None.
Policy
on Board of Directors Pre-Approval of Audit and Permissible Non-Audit Services
of Independent Auditors
The
Board
of Directors pre-approves all audit and non-audit services provided by the
independent auditors prior to the engagement of the independent auditors with
respect to such services. The Company’s independent auditors may be engaged to
provide non-audit services only after the appointed Auditor has first considered
the proposed engagement and has determined in each instance that the proposed
services are not prohibited by applicable regulations and the auditors’
independence will not be materially impaired as a result of having provided
these services. In making this determination, the Board of Directors take into
consideration whether a reasonable investor, knowing all relevant facts and
circumstances, would conclude that the Directors’ exercise of objective and
impartial judgment on
all
issues encompassed within the auditors’ engagement would be materially
impaired.
PROPOSALS
OF SHAREHOLDERS
We
expect
to hold our next annual meeting on or about June 30, 2009. Shareholder proposals
that are (a) intended for inclusion in next year’s proxy statement, or
(b) to be presented at next year’s Annual Meeting without inclusion in the
Company’s proxy materials, must be directed to the Corporate Secretary at the
Company, 8th Floor, No. 98 Min Chuan Road, Hsien Tien, Taipei, Taiwan ROC,
Taipei, Taiwan, and must be received by the Company prior to 5:00 p.m. on
February 28, 2009. Any shareholder proposal for next year’s Annual Meeting
submitted after 5:00 p.m. on February 28, 2009 will not be considered filed
on a
timely basis with the Company. For proposals that are timely filed, the Company
retains discretion to vote proxies it receives provided (1) the Company includes
in its proxy statement advice on the nature of the proposal and how it intends
to exercise its voting discretion; and (2) the proponent does not issue a
proxy statement.
OTHER
BUSINESS
It
is not
intended by the Board of Directors to bring any other business before the
meeting, and so far as is known to the Board, no matters are to be brought
before the meeting except as specified in the notice of the meeting. However,
as
to any other business which may properly come before the meeting, it is intended
that proxies, in the form enclosed, will be voted in respect thereof, in
accordance with the judgment of the persons voting such proxies.
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KID
CASTLE EDUCATIONAL CORPORATION
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By
Order of the Board of Directors
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Min-Tan
Yang
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Chief
Executive Officer and Director
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Taipei,
Taiwan
●
,
2008
INCORPORATION
BY REFERENCE AND AVAILABILITY OF ANNUAL REPORT ON FORM
10-K
The
information contained in our Annual Report on Form 10-K filed with the SEC on
March 31, 2008 is incorporated by reference herein.
A
copy of
the Company’s annual report on Form 10-K, as filed with the SEC, will be
available to the public over the Internet at the SEC’s web site at
http://www.sec.gov. You may also read and copy any document we file at the
SEC’s
public reference room in Washington, D.C. Please call the SEC at 1-800-SEC-0330
for further information on the public reference rooms.
[FRONT]
PROXY
FOR
ANNUAL MEETING OF THE SHAREHOLDERS
KID
CASTLE EDUCATIONAL CORPORATION
This
proxy is solicited on behalf of the Board of Directors
The
undersigned hereby appoints Messrs. Min-Tan Yang and Suang-Yi Pai (collectively,
the “Proxies”), and each of them, with full power of substitution, as proxies to
vote the shares which the undersigned is entitled to vote at the Annual Meeting
of the Company to be held at ● a.m. (local time) on
●
,
2008 at
Taipei Silicon Valley International Assembly Hall, B1, No. 207, Sec. 3, Beisin
Rd., Hsien Tien City, Taipei County, Taiwan, ROC and at any adjournments
thereof.
PROPOSAL
1. ELECTION OF DIRECTORS.
o
FOR
Election of directors: Min-Tan Yang, Suang-Yi Pai, Ming-Tsung Shih,
Robert Theng and Ping Hsiung Wang
o
WITHHOLD
AUTHORITY to Vote for the following Directors:
_________________________________
o
ABSTAIN
PROPOSAL
2. APPROVE AUDITORS.
o
FOR
o
AGAINST
o
ABSTAIN
Proposal to ratify and approve the selection of
Brock, Schechter & Polakoff, LLP as the Company’s independent auditors for
the fiscal year ending December 31, 2008.
OTHER
MATTERS
In
their
discretion, the Proxies are authorized to vote upon such other business as
may
properly come before the meeting.
[REVERSE]
This
proxy when properly signed, will be voted and will be voted in the manner
directed herein by the undersigned shareholder.
If
NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” PROPOSALS 1 AND
2.
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Signature
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Signature,
if held jointly
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Dated:
____________________
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IMPORTANT
- PLEASE SIGN AND RETURN PROMPTLY.
When shares are held by joint tenants, both should sign. When signing
as
attorney, executor, administrator, trustee, or guardian, please give
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 an authorized
person.
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“Map
Location of Kid Castle Educational Corporation Annual Meeting of
Shareholders”
Kid Castle Educational (PK) (USOTC:KDCE)
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