Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
x
Definitive
Proxy Statement
¨
Definitive
Additional Materials
¨
Soliciting
Material Pursuant to
§240.14a-12
Emerald
Acquisition 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):
x
No
fee required.
o
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1)
Title
of each class of securities to which transaction applies:
(2)
Aggregate
number of securities to which transaction applies:
(3)
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
(4)
Proposed
maximum aggregate value of transaction:
(5)
Total
fee paid:
¨
Fee
paid previously with preliminary materials.
o
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.
(1)
Amount
Previously Paid:
(2)
Form,
Schedule or Registration Statement No.:
(3)
Filing
Party:
(4)
Date
Filed:
Emerald
Acquisition Corporation
No. 48
South Qingshui Road
Laiyang
City, Shandong 265200
People’s
Republic of China
To Our
Ordinary Shareholders:
Notice is
hereby given that the extraordinary general meeting of ordinary shareholders
(the “extraordinary general meeting”) of Emerald Acquisition Corporation, an
exempted company organized under the laws of the Cayman Islands (the “Company”),
will be held on June 7, 2010, at 10:00 a.m., local time, at No. 48 South
Qingshui Road, Laiyang City, Shandong 265200, People’s Republic of China, for
the following purpose:
•
To
approve the change of Emerald Acquisition Corporation’s name
toOriental Dragon
Corporation. We refer to this proposal as the “Name Change
Proposal.”
•
To
file an amendment to the Articles of Association of the Company to reduce
the required quorum for future shareholder meetings. We refer to this
proposal as the “Lower Quorum
Requirement Proposal.”
If any
other matters properly come before the ordinary shareholder special meeting or
any adjournments of the ordinary shareholder special meeting, the persons named
in the proxy card will have the authority to vote the ordinary shares
represented by all properly executed proxies in their discretion. The Board of
Directors of the Company currently does not know of any matters to be raised at
the ordinary shareholder special meetings other than the proposal contained in
this proxy statement.
The Board
of Directors has set May 17, 2010 as the record date for the extraordinary
general meeting. This means that only those persons who were holders of the
ordinary shares at the close of business on the record date will be entitled to
receive notice of the ordinary shareholder special meeting and to attend and
vote at the ordinary shareholder special meeting and any adjournments
thereof.
The
accompanying proxy statement and proxy card are first being sent to the ordinary
shareholders on or about May 18, 2010 and contain additional information on how
to attend the ordinary shareholder special meeting and vote any ordinary shares
you own in person at the ordinary shareholder special meeting.
Proof of
ownership of ordinary shares as of the record date, as well as a form of
personal photo identification, must be presented to be admitted to the ordinary
shareholder special meetings.
If
you hold your ordinary shares in the name of a bank, broker or other nominee
holder of record and you plan to attend the ordinary shareholder special
meeting, you must present proof of your ownership of those shares as of the
record date, such as a bank or brokerage account statement or letter from your
bank or broker, together with a form of personal photo identification, to be
admitted to the ordinary shareholder special meeting.
YOUR VOTE IS IMPORTANT. WHETHER OR
NOT YOU EXPECT TO ATTEND THE ORDINARY SHAREHOLDER SPECIAL MEETING, PLEASE
PROMPTLY RETURN YOUR SIGNED PROXY CARD IN THE ENCLOSED ENVELOPE OR DIRECT THE
VOTING OF YOUR ORDINARY SHARES BY INTERNET AS DESCRIBED ON THE ACCOMPANYING
PROXY CARD. IF YOU HOLD YOUR SHARES THROUGH A BANK, BROKER OR OTHER NOMINEE
HOLDER, PLEASE FOLLOW THE VOTING INSTRUCTIONS PROVIDED TO YOU BY SUCH BANK,
BROKER OR OTHER NOMINEE HOLDER.
Please
feel free to call us at +86 (535) 729-6152 should you have any questions on the
enclosed Information Statement.
This
proxy statement is furnished to the ordinary shareholders of Emerald Acquisition
Corporation in connection with the solicitation, by order of our Board of
Directors, of proxies to be voted at the extraordinary general meeting to be
held on June 7, 2010 at 10:00 A.M., local time, at our headquarter located at
No. 48 South Qingshui Road, Laiyang City, Shandong 265200, People’s Republic of
China, and at any adjournment or adjournments thereof. The accompanying proxy is
being solicited on behalf of our Board of Directors. We intend to
release this proxy statement and the enclosed proxy card to our stockholders on
or about May 18, 2010.
Outstanding
Capital Stock and Record Date
The
record date for stockholders entitled to notice of and to vote at the special
meeting is May 17, 2010. At the close of business on that date, the Company had
27,491,171 ordinary shares issued and outstanding entitled to vote at our
special meeting.
Action
to be Taken at the Meeting; Voting and Revocation of Proxies;
Adjournment
All of
our voting securities represented by valid proxies, unless the stockholder
otherwise specifies therein or unless revoked, will be voted FOR the name change set forth
herein, and at the discretion of the proxy holders on any other matters that may
properly come before the special meeting.
If a
stockholder has appropriately specified how a proxy is to be voted, it will be
voted accordingly. Any stockholder has the power to revoke such
stockholder’s proxy at any time before it is voted. A stockholder may
revoke a proxy by delivering a written statement to our corporate secretary
stating that the proxy is revoked, by submitting a subsequent proxy signed by
the same person who signed the prior proxy, or by voting in person at the
special meeting.
As of May17, 2010, we had a total of 27,491,171 ordinary shares outstanding and zero
shares of preferred stock outstanding. In order to approve the Name Change
Proposal and Lower Quorum Requirement Proposal, we must obtain the affirmative
vote of ordinary shareholders representing not less than 2/3 of all ordinary
shares present and voting, in person or by proxy, at the extraordinary general
meeting at which a quorum of a majority of all of our outstanding ordinary
shares is present, in person or by proxy.
In the
event that sufficient votes in favor of any of the matters to come before the
meeting are not received by the date of the special meeting, the persons named
as proxies may propose one or more adjournments of the special meeting to permit
further solicitation of proxies. Any such adjournment will require
the affirmative vote of the holders of a majority of the ordinary shares present
in person or by proxy at the special meeting. The persons named as
proxies will vote in favor of any such proposed adjournment or
adjournments.
Why are we proposing to reduce the
required quorum for future shareholder meetings?
Lowering
the quorum requirement will facilitate holding shareholder meetings to approve
important matters necessary for the conduct of our business. When not enough
shareholders vote, we may be forced to adjourn meetings multiple times and incur
the expense of additional shareholder solicitations and proxy solicitors in
order to obtain the shareholder vote necessary to hold a meeting.
The
reduced quorum requirement is not prohibited by Cayman Islands Companies Law.
Under the Cayman Islands Companies Law, the quorum for a shareholders’ meeting
may be one shareholder or any greater number specified by the articles of
association.
Important
Notice Regarding Availability of Proxy Materials For the Shareholder Meeting to
be held June 7, 2010.
We
will bear the cost of the solicitation of proxies related to the special
meeting. We have retained Continental Stock Transfer & Trust Co.
to assist us in the forwarding of our proxy materials and the retrieval of
proxies. In addition, certain of our directors, officers or other
employees may solicit proxies by telephone, telegraph, mail or personal
interviews, and arrangements may be made with banks, brokerage firms and others
to forward solicitation material to the beneficial owners of shares held by them
of record. No additional compensation will be paid to our directors,
officers or other employees for such services.
Quorum
and Voting Rights
Our Board
of Directors has fixed May 17, 2010, as the record date for the determination of
stockholders entitled to notice of and to vote at the meeting. At the
extraordinary general meeting, a majority of the outstanding ordinary shares of
the Company must be present, in person or by proxy, in order for the Name Change
Proposal to be considered and voted on at the meeting. For purposes of the
ordinary shareholder special meeting, abstentions will be counted as present for
purposes of determining whether there is a quorum but ordinary shares held by
brokers for which voting instructions are not received will not be counted as
present for determining whether there is a quorum.
Under
Cayman Islands law, the ordinary shareholders of the Company are not entitled to
dissenters’ or appraisal rights with respect to the matters to be considered and
voted on at the ordinary shareholder special meeting.
Revoking
Your Proxy
You may
revoke your proxy at any time before it is exercised at the ordinary shareholder
special meetings by one of the following means. If you are a registered
shareholder, you may revoke your proxy by:
•
Sending
a written notice to our Secretary atNo. 48 South
Qingshui Road, Laiyang City, Shandong 265200, People’s Republic of
China. Your written notice must be received a sufficient amount of
time before the first ordinary shareholder special meeting to permit the
necessary examination and tabulation of the revocation before the votes
are taken.
•
If
you wish to revoke your submitted proxy and submit new voting instructions
by mail, courier or hand delivery, then you must sign, date and mail,
courier or hand-deliver a proxy card with your new voting instructions for
the ordinary shareholder special meetings, which we must receive prior to
the start of the applicable ordinary shareholder special
meeting.
•
You
also may revoke your proxy in person at the ordinary shareholder special
meetings by completing a written ballot (but only if you are the
registered owner of the ordinary shares as of the record date or if you
obtain a “legal proxy” from the registered owner of the ordinary shares as
of the record date) and vote your ordinary shares at the ordinary
shareholder special meetings.
If
you hold your ordinary shares in the “street name” of a broker, you may revoke
your proxy only in accordance with the instructions from your broker or other
nominee.
Attending
the ordinary shareholder special meetings without taking one of the actions
above will not revoke your proxy.
Householding
of Special Meeting Materials
Some
banks, brokers and other nominee record holders may be participating in the
practice of “householding” proxy statements and annual reports. This
means that only one copy of this proxy statement may be sent to multiple
stockholders in your household. We will promptly deliver a separate
copy of either document to you if you write or call us at the following address
or telephone number: No. 48 South Qingshui Road, Laiyang City, Shandong 265200,
People’s Republic of China. Tel.: +(86) 535-729-6152. If you want to
receive separate copies of this proxy statement or the 2009 Annual Report, or
any future proxy statements or annual reports, or if you are currently receiving
multiple copies and would like to receive only one copy for your household, you
should contact your bank, broker or other nominee record holder, or you may
contact us at the above address and telephone number.
The Board
has unanimously approved the change of the Company’s name to Oriental Dragon
Corporation. In the judgment of the Board, the change of name is desirable to
reflect our currently business and is in the best interest of the Company and
our shareholders.
On
October 22, 2010, the Company and its stockholders entered into a Share Exchange
Agreement (the “Exchange Agreement”) with Merit Times International Limited, a
British Virgin Islands corporation (“Merit Times”) and the shareholders of Merit
Times (the “Merit Times Shareholders”). Pursuant to the terms of the Exchange
Agreement, we acquired all of the outstanding shares (the “Interests”) of Merit
Times from the Merit Times Shareholders; and the Merit Time Shareholder
transferred and contributed all of their Interests to us. As a result of the
share exchange, Merit Times became a wholly owned subsidiary of the Company.
Further, the prior officers and directors of the Company resigned and Mr. Zhide
Jiang was appointed as the sole director and officer of the
Company. Merit Times, through Shandong Longkang Juice Co., Ltd., a
limited liability company incorporated under the laws of the People’s Republic
of China (“Longkang”), engages in the production of fruit juice concentrate in
the PRC. Longkang is the exclusive producer and supplier of Laiyang Pear juice
concentrate in the PRC. Our Laiyang Pear juice concentrate is mainly used as the
functional ingredient in many pharmaceutical and health supplement products due
to its exceptional nutritional and medical benefits. Our products are
distributed in Shandong, Guangdong, Liaoning and Jiangsu provinces in China. The
Board believed that to change the Company’s name to Oriental Dragon Corporation
reflects the current business of the Company.
Under
Cayman Islands law and our articles of association, the Board is not able to
effect the name change with the Cayman Islands Registrar of Companies without
the approval of a special majority of the Company’s ordinary shareholders. As
such, the Name Change Proposal must be approved by the affirmative vote of
ordinary shareholders representing not less than 2/3 of all ordinary shares
present and voting, in person or by proxy, at the extraordinary general meeting
at which a quorum of a majority of all of our outstanding ordinary shares is
present, in person or by proxy.
If
shareholders approve the Name Change Proposal at the extraordinary general
meeting, we will implement the name change by making the necessary filing with
the Cayman Islands Registrar of Companies to reflect the name change. The name
change is intended to be made in June 2010 or at such other time as may be
determined by the Company under authority granted by the Board.
Shareholders
will not be required to submit their share certificates for exchange as a result
of this proposed name change. Following the effective date of the change of the
Company’s name to Oriental Dragon Corporation, all new share certificates issued
by the Company will bear the new name.
Our Board
unanimously recommends that our ordinary shareholders vote “FOR” approval of the
Name Change Proposal.
REDUCE
THE REQUIRED QUORUM FOR FUTURE SHAREHOLDER MEETINGS
The
Articles of Association of the Company currently provides that a majority of the
shares entitled to vote shall be a quorum for the transaction of business at a
shareholders’ meeting. As amended, the Articles of Association (Section 63)
would reduce the quorum required to one-third of the shares entitled to
vote.
Lowering
the quorum requirement will facilitate holding shareholder meetings to approve
important matters necessary for the conduct of our business. When not enough
shareholders vote, we may be forced to adjourn meetings multiple times and incur
the expense of additional shareholder solicitations and proxy solicitors in
order to obtain the shareholder vote necessary to hold a meeting.
The
reduced quorum requirement is not prohibited by Cayman Islands Companies Law.
Under the Cayman Islands Companies Law, the quorum for a shareholders’ meeting
may be one shareholder or any greater number specified by the articles of
association.
Shareholders
have the right to vote on any amendment to Articles of Association affecting
their right to vote or on any matter submitted to the shareholders by the Board
of Directors. On May 6, 2010, the Board of Directors approved the proposed
amendment and also authorized its submission to each shareholder for their
approval.
If
approved, Section 63 of the Articles of Association will be amended as follows
(new language is underlined; language to be deleted is
[bracketed]).
“No
business shall be transacted at any general meeting unless a quorum of Members
is present at the time when the meeting proceeds to
business. Save as otherwise provided by these Articles, one or more Members
holding at least one-third [a
majority] of the paid up voting share capital of the Company present in person
or by proxy shall be a quorum.”
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information as of the date hereof with
respect to the beneficial ownership of our ordinary shares, the sole outstanding
class of our voting securities, by (i) each stockholder known to be the
beneficial owner of more than 5% of the outstanding ordinary shares of the
Company, (ii) each executive officer and director, and (iii) all executive
officers and directors as a group.
Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission and generally includes voting or investment power with
respect to securities. Ordinary shares subject to options, warrants or
convertible securities exercisable or convertible within 60 days as of the date
hereof are deemed outstanding for computing the percentage of the person or
entity holding such options, warrants or convertible securities but are not
deemed outstanding for computing the percentage of any other person and is based
on 27,491,171 ordinary shares issued and outstanding on a fully converted basis
as of the date hereof.
Name and Address
of Beneficial Owner (1)(2)
Title
Shares
Beneficially
Owned
Percent of
Class
Beneficially
Owned (3)
Directors
and Executive Officers
Zhide
Jiang (4)(5)
No.
48 South Qingshui Road
Laiyang
City, Shandong 265200
People’s
Republic of China
President,
Chief Executive Officer and Chairman of the Board of
Directors
11,306,666
41.13
%
Larry
X. Chin
No.
48 South Qingshui Road
Laiyang
City, Shandong 265200
People’s
Republic of China
Chief
Financial Officer
-
-
Officers
and Directors as a Group (a total of 2 persons)
11,306,666
41.13
%
5%
Owners
Access
America Fund LP (6)
11200
Westheimer #508
Houston
TX 77042
2,114,004
7.52
%
Chen
Han Qing (7)
40
Hao Tai Hu Hong Qiao Hua Yuan
Wu
Xi Shi, Jiang Su Province, 241000
People’s
Republic of China
1,500,000
5.36
%
(1)
Pursuant
to Rule 13d-3 under the Exchange Act, a person has beneficial ownership of
any securities as to which such person, directly or indirectly, through
any contract, arrangement, undertaking, relationship or otherwise has or
shares voting power and/or investment power or as to which such person has
the right to acquire such voting and/or investment power within 60
days.
(2)
Unless
otherwise stated, each beneficial owner has sole power to vote and dispose
of the shares.
(3)
Applicable
percentage of ownership is based on 27,491,171 ordinary shares outstanding
as of the date hereof together with securities exercisable or convertible
into ordinary shares within sixty (60) days as of the date hereof for each
stockholder.
(4)
The
11,306,666 shares are held in the name of Proud Glory Limited, of which
Mr. Jiang is the Managing
Director.
(5)
The
Company’s management have agreed that, without the prior written consent
of Investors, they will not, offer, pledge, sell or otherwise dispose of
any ordinary shares or any securities convertible into or exercisable or
exchangeable for ordinary shares during the period beginning on November2, 2009 for a period of eighteen (18)
months.
(6)
The
number of shares beneficially owned by Access America includes (i) 206,000
ordinary shares retained in connection with the share exchange transaction
dated October 22, 2009, (ii) 920,667 ordinary shares and Warrants to
purchase 460,334 ordinary shares issued in the Financing directly owned by
Access America, and (iii) 351,335 ordinary shares and Warrants to purchase
175,668 ordinary shares issued in the Financing indirectly owned through
AAI Global Longkang Pear Juice Acquisition, LLC. Access America
has voting and investment discretion over securities held by AAI Global
Longkang Pear Juice Acquisition, LLC. Mr. Christopher Efird,
President of Access America, has voting control over Access
America.
(7)
The
number of shares beneficially owned by Chen Han Qing includes Warrants to
purchase 500,000 ordinary shares at $6.00 per
share.
SUBMISSION
OF FUTURE SHAREHOLDER PROPOSALS
Shareholder
proposals intended for inclusion in the proxy statement for the annual general
meeting of our ordinary shareholders for 2011 (the “2011 Annual General
Meeting”) should be submitted in accordance with the procedures prescribed by
Rule 14a-8 promulgated under the Exchange Act and sent to the Secretary at No.
48 South Qingshui Road, Laiyang City, Shandong 265200, People’s Republic of
China. Such proposals must be received by December 31, 2010.
Pursuant
to our articles of association, any ordinary shareholder entitled to attend and
vote at an annual general meeting may nominate persons for election as directors
if written notice of such ordinary shareholder’s intent to nominate such persons
is received by the Secretary at No. 48 South Qingshui Road, Laiyang City,
Shandong 265200, People’s Republic of China during the period provided in the
our articles of association.
COMMUNICATING
WITH THE BOARD OF DIRECTORS
The Board
welcomes your questions and comments. If you would like to communicate directly
with the Board, our non-management directors as a group or Mr. Zhide Jiang, our
chairman, then you may submit your communication to our Secretary at No. 48
South Qingshui Road, Laiyang City, Shandong 265200, People’s Republic of China
specifying the intended recipient(s). Communications and concerns will be
forwarded to the Board, our non-management directors as a group or our
non-executive chairman, as appropriate.
OTHER
BUSINESS
Other
than as described above, our Board of Directors knows of no matters to be
presented at the extraordinary general meeting, but it is intended that the
persons named in the proxy will vote your shares according to their best
judgment if any matters not included in this proxy statement do properly come
before the meeting or any adjournment thereof.
ANNUAL
REPORT
Upon written
request to Corporate Secretary, Emerald Acquisition Corporation, at No. 48 South
Qingshui Road, Laiyang City, Shandong 265200, People’s Republic of China, we
will provide without charge to each person requesting a copy of our proxy
statement, or annual report on Form 10-K for the year ended December 31, 2009,
including the financial statements filed therewith. We will furnish a
requesting stockholder with any exhibit not contained therein upon specific
request. We will furnish a requesting stockholder with any exhibit not
contained therein upon specific request.
