Information
Statement Pursuant to Section 14(c) of the Securities Exchange Act of
1934
Check the
appropriate box:
[ ]
Preliminary
Information Statement
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Definitive
Information Statement
[
]
Confidential,
for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
CHINA
SUN GROUP HIGH-TECH CO.
(Name of
Registrant As Specified In Its Charter)
Payment
of Filing Fee (Check the Appropriate Box):
[X]
No
fee required
[
]
Fee
computed on table below per Exchange Act Rules 14c-5(g) and
0-11.
(1)
Title
of each class of securities to which transaction
applies:
(2)
Aggregate
number of securities to which the 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
[ ] 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.
This
information statement has been mailed on or about February 29, 2008 to the
stockholders of record on January 31, 2008 (the “Record Date”) of China Sun
Group High-Tech Co., a Delaware corporation (the “Company”), in connection with
certain actions to be taken by the written consent by stockholders of the
Company holding a majority of the outstanding shares of common stock of the
Company, dated as of January 31, 2008. The actions to be taken
pursuant to the written consent shall be taken on or about April 2, 2008, 20
days after the mailing of this information statement.
THIS
IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER MEETING
WILL BE HELD TO CONSIDER ANY MATTER WHICH WILL BE DESCRIBED HEREIN.
By
Order of the Board of Directors,
/s/ Bin
Wang
Chairman
2
NOTICE
OF ACTION TO BE TAKEN PURSUANT THE WRITTEN CONSENT OF STOCKHOLDERS HOLDING A
MAJORITY OF THE OUTSTANDING STOCK OF THE COMPANY IN LIEU OF A SPECIAL MEETING OF
THE STOCKHOLDERS, DATED MARCH 13, 2008
To Our
Stockholders:
NOTICE IS
HEREBY GIVEN that the following action will be taken pursuant to the written
consent of stockholders holding a majority of the outstanding shares of common
stock of the Company dated January 31, 2008, in lieu of a special meeting of the
stockholders. Such action will be taken on or about March 13,2008:
1.
To
consider and vote upon a proposal to amend the Company's Certificate of
Incorporation to increase the number of authorized shares of Common Stock,
par value $.001 per share (the “Common Stock”), of the Company from
100,000,000 shares to 500,000,000 shares;
and
2.
To
consider and vote upon a proposal to amend the Company's Certificate of
Incorporation to increase the number of authorized shares of Preferred
Stock, par value $.001 per share (the “Preferred Stock”), of the Company
from 10,000,000 shares to 50,000,000
shares.
OUTSTANDING
SHARES AND VOTING RIGHTS
As of the
Record Date, the Company's authorized capitalization consisted of 100,000,000
shares of Common Stock, of which 43,422,971 shares were issued and outstanding,
and 10,000,000 shares of Preferred Stock, of which no shares have been
issued. Holders of Common Stock of the Company have no preemptive
rights to acquire or subscribe to any of the additional shares of Common
Stock.
Each
share of Common Stock entitles its holder to one vote on each matter submitted
to the stockholders. However, because stockholders holding at least a
majority of the voting rights of all outstanding shares of capital stock as of
January 31, 2008 have voted in favor of the foregoing proposals by resolution
dated January 31, 2008 and have sufficient voting power to approve such
proposals through their ownership of capital stock, no other stockholder
consents will be solicited in connection with this Information
Statement.
Pursuant
to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the
proposals will not be adopted until a date at least 20 days after the date on
which this Information Statement has been mailed to the
stockholders. The Company anticipates that the actions contemplated
herein will be effected on or about the close of business on April 2,2008.
The
Company has asked brokers and other custodians, nominees and fiduciaries to
forward this Information Statement to the beneficial owners of the Common Stock
held of record by such persons and will reimburse such persons for out-of-pocket
expenses incurred in forwarding such material.
This
Information Statement will serve as written notice to stockholders pursuant to
Section 222 of the General Corporation Law of the State of
Delaware.
On
January 31, 2008, stockholders holding a majority of the outstanding common
stock of the Company approved an amendment to the Company’s Certificate of
Incorporation (the “Amendment”), as amended (a form of which is attached as
Exhibit A hereto), to replace Article Fourth in its entirety, which will result
in an increase to the number of authorized shares of Common
Stock. The approval of this Amendment will increase the Company’s
authorized shares of Common Stock to 500,000,000. The Company
currently has authorized (i) Common Stock of 100,000,000 shares of
which 43,422,971 shares of Common Stock are issued and outstanding as of
the Record Date and (ii) Preferred Stock of 10,000,000 of which no
Preferred Stock are outstanding. The Board believes that the
increase in authorized common shares would provide the Company greater
flexibility with respect to the Company’s capital structure for such purposes as
additional equity financing and stock based acquisitions.
3
Upon
filing the Amendment to increase the Company’s authorized shares of Common Stock
from 100,000,000 to 500,000,000 and to increase the Company’s authorized shares
of Preferred Stock from 10,000,000 to 50,000,000, Article Fourth of the
Company’s Certificate of Incorporation, will be amended by replacing Article
Fourth, in its entirety, as follows:
“FOURTH: The
total number of shares of stock which the corporation shall have authority to
issue is Five Hundred Fifty Thousand (550,000,000) shares, of which Five Hundred
Thousand (500,000,000) shares shall be Common Stock, $.001 par value, and Fifty
Thousand (50,000,000) of which shall be Preferred Stock, $.001 par value, and
issuable in series.
1. Common
Stock. The Common Stock shall be subject to the express terms
of the Preferred Stock and any series thereof. Each share of Common
Stock shall be equal to every other share of Common Stock, except as otherwise
provided herein or required by law.
Shares of
Common Stock authorized hereby shall not be subject to preemptive rights. The
holders of shares of Common Stock now or hereafter outstanding shall have no
preemptive right to purchase or have offered to them for purchase any of such
authorized but unissued shares, or any shares of Preferred Stock, Common Stock
or other equity securities issued or to be issued by the
Corporation.
Subject
to the preferential and other dividend rights applicable to
Preferred Stock, the holders of shares of Common Stock shall be
entitled to receive such dividends (payable in cash, stock or
otherwise) as may be declared on the Common Stock by the Board of Directors at
any time or from time to time out of any funds legally available
therefor.
In
the event of any voluntary or involuntary liquidation, distribution or winding
up of the Corporation, after distribution in full of the preferential or other
amounts to be distributed to the holders of shares of Preferred Stock, the
holders of shares of Common Stock shall be entitled to receive all of the
remaining assets of the Corporation available for distribution to its
stockholders, ratably in proportion to the number of shares of Common Stock held
by them.
2. Preferred
Stock. Subject to the limitations set forth herein and any
limitations prescribed by law, the Board of Directors is hereby authorized,
prior to the issuance of any series of such stock, to cause such shares to be
issued in one or more classes or series and with respect to each such class or
series to fix and determine the designation, powers, preferences and rights of
the shares of each such series and the qualifications, limitations or
restrictions thereof. The authority of the board of directors of the
Corporation with respect to each series shall include, but not be limited to,
determining the following:
4
a.
the
distinctive designations of such series and the number of shares which
shall constitute such series, which number may be increased or decreased
(except where otherwise provided by the board of directors of the
Corporation and in creating such series) from time to time by like action
of the board of directors of the Corporation;
b.
whether
dividends shall be payable with respect to such series and, if so, the
annual rate or amount of dividends payable on shares of such series,
whether such dividends shall be cumulative or noncumulative, the relation
which any such dividends shall bear to dividends payable on any other
series of such class or any other class of stock or series of any other
class of stock, the conditions upon which and/or the dates when such
dividends shall be payable, the date from which dividends on cumulative
series shall accrue and be cumulative, and whether the payment of such
dividends shall be in cash, common stock, preferred stock of the same or
other series or class of stock, or
property;
c.
whether
such series shall be redeemable and, if so, the terms and conditions of
such redemption, including the time or times when and the price or prices
at which shares of such series may be redeemed, and whether shares of such
series shall be subject to the operation of a retirement or sinking fund
be established, the time or times any such payments are to be made and the
terms and provisions relative to the operation thereof;
d.
the
rights of the shares of the series in the event of voluntary or
involuntary liquidation, dissolution, or upon the distribution of assets
in connection with the winding up, of the Corporation and whether such
series shall be entitled to receive a priority in payment in the event of
the liquidation, dissolution or winding up of the affairs of the
Corporation and, if so, the amount
thereof;
e.
whether
such series shall be convertible into or exchangeable for shares of any
other series of such class or any other class of stock or series of any
other class of stock and, if so, the terms and conditions thereof,
including the date or dates when such shares shall be so convertible or
exchangeable, and any adjustments which shall be made, and the
circumstances in which any such adjustments shall be made, in such
conversion or exchange prices or rates;
f.
whether
such series shall have any voting rights in addition to those prescribed
by law and, if so, the terms and conditions of exercise of such voting
rights; and
g.
any
other designations, preferences and relative, participating, optional or
other special rights, and any qualifications, limitations and restrictions
thereof.
INCREASE
IN AUTHORIZED COMMON AND PREFERRED STOCK
This
Amendment and the creation of additional shares of authorized common stock will
not alter the current number of issued shares. The relative rights
and limitations of the shares of Common Stock will remain unchanged under this
amendment.
The terms
of the additional shares of Common Stock will be identical to those of the
currently outstanding shares of Common Stock. However, because
holders of Common Stock do not have any preemptive or similar rights to
subscribe for or purchase any additional shares of Common Stock that may be
issued in the future, the issuance of additional shares of Common Stock or
issuance and conversion of Preferred Stock may, depending on the circumstances,
have a dilutive effect on the earnings per share, voting power and other
interests of the existing stockholders in the total outstanding shares of Common
Stock.
As of the
Record Date, a total of 43,422,971 shares of the Company's currently authorized
100,000,000 shares of Common Stock are issued and outstanding. The
increase in the number of authorized but unissued shares of Common and Preferred
Stock would enable the Company, without further stockholder approval, to issue
shares from time to time as may be required for proper business purposes, such
as raising additional capital for ongoing operations, business and asset
acquisitions, stock splits and dividends, present and future employee benefit
programs and other corporate purposes.
5
The
proposed increase in the authorized number of shares of Common Stock and
Preferred Stock (upon conversion to Common Stock) could have a number of effects
on the Company's stockholders depending upon the exact nature and circumstances
of any actual issuances of authorized but unissued shares. The
increase could have an anti-takeover effect, in that additional shares could be
issued (within the limits imposed by applicable law) in one or more transactions
that could make a change in control or takeover of the Company more
difficult. For example, additional shares could be issued by the
Company so as to dilute the stock ownership or voting rights of persons seeking
to obtain control of the Company. Similarly, the issuance of
additional shares to certain persons allied with the Company's management could
have the effect of making it more difficult to remove the Company's current
management by diluting the stock ownership or voting rights of persons seeking
to cause such removal. Except as further discussed herein, the Board
of Directors is not aware of any attempt, or contemplated attempt, to acquire
control of the Company, and this proposal is not being presented with the intent
that it be utilized as a type of anti-takeover device.
The
Company is in the business of manufacturing cobaltosic oxide and lithium cobalt
oxide, both anode materials for lithium ion batteries, and is contemplating the
issuance of Common Stock in connection with various financing transactions;
however, the Company has not yet identified any specific financing targets so
there are currently no plans, arrangements, commitments or understandings for
the issuance of the additional shares of Common Stock which are proposed to be
authorized.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information regarding beneficial ownership of
our common stock as of January 31, 2008:
·
by
each person who is known by us to beneficially own more than 5% of our
common stock;
·
by
each of our officers and directors;
and
·
by
all of our officers and directors as a
group.
Name
of Beneficial Owner
Number
of Shares
Percentage
of Shares Beneficially Owned
Executive
officers and directors:
Bin
Wang
17,500,000(1)
40.3%(1)
Zhi
Li
17,500,000(1)
40.3%(1)
Jiao
Wang
8,000,000
18.4%(1)
Fudong
Sui
7,000
*
Yefei
Liu
14,000
*
Gang
Li
7,000
*
Fuqiu
Ren
-
*
Yu
Long Wang
260,000
*
Ming
Fen Liu
10,000
*
All
Directors and Executive Officers as a Group (9 persons)
33,798,000
59.4%
* Represents
less than 1%
6
(1)
This
includes 9,500,000 shares owned by Mr. Bin Wang and 8,000,000 shares owned
by Ms. Zhi Li, Mr. Bin Wang’s
spouse.
ADDITIONAL
INFORMATION
The
Company will provide upon request and without charge to each stockholder
receiving this Information Statement a copy of the Company's annual report on
Form 10-KSB for the fiscal year ended May 31, 2007 and quarterly report on Form
10-QSB for the quarter ended August 31, 2007, including the financial statements
and financial statement schedule information included therein, as filed with the
SEC.
EXHIBIT
INDEX
Exhibit
A
Certificate
of Amendment to the Certificate of
Incorporation
RECOMMENDATION
OF THE BOARD OF DIRECTORS
The Board
of Directors recommended approval of the Amendment to the Majority Shareholders
on January 31, 2008.
The
undersigned, being the Chief Executive Officer of CHINA SUN GROUP HIGH-TECH
CO., a corporation existing under the laws of the State of Delaware, does
hereby certify under the seal of the said corporation as follows:
1. The
name of the Corporation (hereinafter referred to as the "Corporation") is China
Sun Group High-Tech Co.
2. The
certificate of incorporation of the Corporation is hereby amended by replacing
Article Fourth, in its entirety, with the following:
“FOURTH: The
total number of shares of stock which the corporation shall have authority to
issue is Five Hundred Fifty Thousand (550,000,000) shares, of which Five Hundred
Thousand (500,000,000) shares shall be Common Stock, $.001 par value, and Fifty
Thousand (50,000,000) of which shall be Preferred Stock, $.001 par value, and
issuable in series.
1. Common
Stock. The Common Stock shall be subject to the express terms
of the Preferred Stock and any series thereof. Each share of Common
Stock shall be equal to every other share of Common Stock, except as otherwise
provided herein or required by law.
Shares of
Common Stock authorized hereby shall not be subject to preemptive rights. The
holders of shares of Common Stock now or hereafter outstanding shall have no
preemptive right to purchase or have offered to them for purchase any of such
authorized but unissued shares, or any shares of Preferred Stock, Common Stock
or other equity securities issued or to be issued by the
Corporation.
Subject
to the preferential and other dividend rights applicable to
Preferred Stock, the holders of shares of Common Stock shall be
entitled to receive such dividends (payable in cash, stock or otherwise) as may
be declared on the Common Stock by the Board of Directors at any time or from
time to time out of any funds legally available therefor.
In
the event of any voluntary or involuntary liquidation, distribution or winding
up of the Corporation, after distribution in full of the preferential or other
amounts to be distributed to the holders of shares of Preferred Stock, the
holders of shares of Common Stock shall be entitled to receive all of the
remaining assets of the Corporation available for distribution to its
stockholders, ratably in proportion to the number of shares of Common Stock held
by them.
8
2. Preferred
Stock. Subject to the limitations set forth herein and any
limitations prescribed by law, the Board of Directors is hereby authorized,
prior to the issuance of any series of such stock, to cause such shares to be
issued in one or more classes or series and with respect to each such class or
series to fix and determine the designation, powers, preferences and rights of
the shares of each such series and the qualifications, limitations or
restrictions thereof. The authority of the board of directors of the
Corporation with respect to each series shall include, but not be limited to,
determining the following:
h.
the
distinctive designations of such series and the number of shares which
shall constitute such series, which number may be increased or decreased
(except where otherwise provided by the board of directors of the
Corporation and in creating such series) from time to time by like action
of the board of directors of the Corporation;
i.
whether
dividends shall be payable with respect to such series and, if so, the
annual rate or amount of dividends payable on shares of such series,
whether such dividends shall be cumulative or noncumulative, the relation
which any such dividends shall bear to dividends payable on any other
series of such class or any other class of stock or series of any other
class of stock, the conditions upon which and/or the dates when such
dividends shall be payable, the date from which dividends on cumulative
series shall accrue and be cumulative, and whether the payment of such
dividends shall be in cash, common stock, preferred stock of the same or
other series or class of stock, or
property;
j.
whether
such series shall be redeemable and, if so, the terms and conditions of
such redemption, including the time or times when and the price or prices
at which shares of such series may be redeemed, and whether shares of such
series shall be subject to the operation of a retirement or sinking fund
be established, the time or times any such payments are to be made and the
terms and provisions relative to the operation thereof;
k.
the
rights of the shares of the series in the event of voluntary or
involuntary liquidation, dissolution, or upon the distribution of assets
in connection with the winding up, of the Corporation and whether such
series shall be entitled to receive a priority in payment in the event of
the liquidation, dissolution or winding up of the affairs of the
Corporation and, if so, the amount
thereof;
l.
whether
such series shall be convertible into or exchangeable for shares of any
other series of such class or any other class of stock or series of any
other class of stock and, if so, the terms and conditions thereof,
including the date or dates when such shares shall be so convertible or
exchangeable, and any adjustments which shall be made, and the
circumstances in which any such adjustments shall be made, in such
conversion or exchange prices or rates;
m.
whether
such series shall have any voting rights in addition to those prescribed
by law and, if so, the terms and conditions of exercise of such voting
rights; and
n.
any
other designations, preferences and relative, participating, optional or
other special rights, and any qualifications, limitations and restrictions
thereof.”
4. The
amendment of the certificate of incorporation herein certified has been duly
adopted by the unanimous written consent of the Corporation’s Board of Directors
and stockholders holding a majority of the outstanding shares of common stock of
the Corporation in accordance with the provisions of Sections 141(f), 228 and
242 of the General Corporation Law of the State of Delaware.
IN
WITNESS WHEREOF, the Corporation has caused its corporate seal to be hereunto
affixed and this Certificate of Amendment of the Corporation's Certificate of
Incorporation, as amended, to be signed by Bin Wang, its Chief Executive
Officer, this 31st day of
January, 2008.
CHINA
SUN GROUP HIGH-TECH CO.
By:
/s/ Bin
Wang
Bin
Wang, Chief Executive Officer
9
Dates Referenced Herein and Documents Incorporated by Reference
