Attached files
Exhibit
99.15
Board Resolution To Approve
The Spin-ff of Payment & Loyalty Group
ACTION BY
WRITTEN CONSENT OF THE DIRECTORS
OF
MEZABAY
INTERNATIONAL INC.
(FORMERLY,
CARDTREND INTERNATIONAL INC.)
a Nevada
corporation
Pursuant
to Section 78.315 of the Nevada Revised Statutes, the undersigned (each, a
“Director”), constituting a majority of the members of the Board of Directors of
MEZABAY INTERNATIONAL INC. (Formerly, CARDTREND INTERNATIONAL INC.), a Nevada
corporation (the “Corporation”), and in accordance with the Bylaws thereof, do
hereby waive notice of a meeting and adopt, approve, confirm, and ratify in
writing, without a meeting, the following resolutions as though said resolutions
were adopted at a duly noticed and properly held meeting of the Board of
Directors of this Corporation, effective as of September 24,
2009.
WHEREAS,
the management of the Corporation has proposed that the Corporation to spin off
the Payment and Loyalty Group under the wholly owned subsidiary, Payment
Business Solutions Sdn. Bhd. (“PBS”) as per the attached write-up which details
the rationales for the spin-off and the distribution of PBS shares to the
shareholders of the corporations;
WHEREAS,
for the spin-off, the corporation will distribute 100% of the PBS shares to the
Corporation’s shareholders. The Corporation's shareholders will receive, on a
pro rata basis, one (1) share of PBS common stock of par value of Malaysia Ten
Sen (RM0.10) per share (equivalent to approximately US$0.0286 per share) for
every eighty (80) shares of the Corporation’s Common Stock and one point two
five (1.25) shares of PBS common stock of par value of Malaysia Ten Sen (RM0.10)
(about $0.0286) for every one (1) share of the Corporation’s Series D Preferred
Sock, held on September 30, 2009 (“Record Date”), and with one share of PBS’s
common stock for any fractional share of PBS’s common stock that any shareholder
may be entitled to for the distribution. The distribution is expected to be
completed on or about November 30, 2009, subject to the approvals of the
relevant regulatory authorities in Malaysia;
WHEREAS,
the Corporation desires that neither the shareholders nor the Corporation would
have to pay taxes for the transaction. It is estimated that on the Record Date,
there will be about 974 million shares of the Corporation’s Common Stock and 10
million shares of Series E Preferred Stock issued and outstanding and are
convertible to 1,000,000,000 shares of the common stock of the Corporation.
Hence, about 24.7 million shares of PBS will be distributed. After the spin-off
on September 30, 2009, the Corporation will have no ownership stake in PBS and
will continue to operate the E-commerce and M-Commerce Group (“EMCG”) under its
wholly owned subsidiary in Malaysia, Gaeawave Sdn. Bhd.; and
WHEREAS,
it is of the best interest of the shareholders and the Corporation to spin-off
PBS as an independent company;
NOW
THEREFORE, BE IT RESOLVED, that the Spin-off of PBS in which the Corporation's
shareholders will receive, on a pro rata basis, one (1) share of PBS common
stock of par value of Malaysia Ten Sen (RM0.10) per share (equivalent to
approximately US$0.0286 per share) for every eighty (80) shares of the
Corporation’s Common Stock and one point two five (1.25) shares of PBS common
stock of par value of Malaysia Ten Sen (RM0.10) for every one (1) share of the
Corporation’s Series D Preferred Sock, held on September 30, 2009 (“Record
Date”), and with one share of PBS’s common stock for any fractional share of
PBS’s common stock that any shareholder may be entitled to for the distribution
which is to be completed on or about November 30, 2009, subject to the approvals
of the relevant regulatory authorities in Malaysia, be and is hereby,
approved.
FURTHER
RESOLVED, that the Chief Executive Officer, Mr. Shoon Hau Tsin, or any of the
Directors of the Corporation be, and hereby is, authorized and directed to do
and perform such action as necessary to execute and deliver such other documents
for and on behalf of the Corporation, as may in his or her discretion be deemed
reasonably necessary or proper in order to carry into effect any of the
provisions of these Resolutions.
IN
WITNESS WHEREOF, the undersigned Directors have executed this Action by
Unanimous Written Consent of the Directors, effective as of September 24,
2009.
The
undersigned, constituting all of the Directors of the Corporation, hereby direct
that a fully executed original of this Written Consent be delivered to the
Secretary of this Corporation for filing in the minutes book of the
Corporation.
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TEY
YONG QING
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SHOON
HAU TSIN
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TEY YONG QING
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SHOON HAU TSIN
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FAN
FOO MIN
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THUM
MAY YIN
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FAN FOO MIN
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THUM MAY
YIN
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