(Address
of principal executive offices) (Zip Code)
+86
(535) 729-6152
(Registrant’s
telephone number, including area code)
Information
Statement Pursuant to Section 14(F) of the Securities
Exchange
Act of 1934 and Rule 14f-1 promulgated thereunder
EMERALD
ACQUISITION CORPORATION
INFORMATION
STATEMENT
PURSUANT
TO SECTION 14(f) OF THE
SECURITIES
EXCHANGE ACT OF 1934
AND
RULE 14F-1 THEREUNDER
EMERALD
ACQUISITION CORPORATION IS NOT SOLICITING PROXIES IN CONNECTION WITH THE MATTERS
DESCRIBED IN THIS INFORMATION STATEMENT. NO VOTE OR OTHER ACTION BY
STOCKHOLDERS OF EMERALD ACQUISITION CORPORATION IS REQUIRED TO BE TAKEN IN
CONNECTION WITH THIS INFORMATION STATEMENT.
GENERAL
This
Information Statement is being mailed on or about October 27, 2009, to the
holders of ordinary shares, par value $0.001 per share (the “Ordinary Shares”) of
Emerald Acquisition Corporation, a Cayman Islands exempted company incorporated
with limited liability (“Emerald” or the
“Company”). You
are receiving this Information Statement in connection with the appointment of
person designated by the majority of the Company’s Board of Directors (the
“Board”) to
fill seats on the Company’s Board. The resignation of the existing
directors, and the appointment of new director, will be effective ten (10) days
following the mailing of this Information Statement to the Company’s
shareholders.
On
October 22, 2009, the Company and its stockholders entered into a Share Exchange
Agreement (the “Exchange Agreement”)
with Merit times international limited, a British Virgin Islands business
company ( “Merit
Times”), the shareholders of Merit Times (the “Merit Times
Shareholders”), and Access America Fund, LP, a Delaware limited
partnership and the majority shareholder of the Company ( “AAI”),. Pursuant
to the Exchange Agreement, the Company 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. In exchange, we issued
to the Merit Times Shareholders, their designees or assigns, 21,333,332 shares
or 97.77% of the Emerald Ordinary Shares issued and outstanding after the
closing of the Exchange Agreement (the “Combination”).
Therefore, Merit Times became a wholly-owned subsidiary of the Company. The
Combination resulted in a change in control of the Company.
In
connection with the Combination, on October 22, 2009, pursuant to a Subscription
Agreement (the “Subscription
Agreement”) between the Company and certain investors (the “Investors”) named in
the Subscription Agreement, we completed an offering (the “Offering”) of the
sale of investment units (the “Units”) for a total
of $15,096,011, each Unit consisting of fifty thousand (50,000) Ordinary Shares
and five-year warrants to purchase Twenty Five Thousand (25,000) Ordinary Shares
of the Company, at an exercise price of $6.00 per share (the “Warrants”). The
closing of the Combination was conditioned upon all of the conditions of the
Offering being met, and the Offering was conditioned upon the closing of the
Combination (the “Closing”). In
addition, the Company issued to the placement agents warrants to purchase
503,201 Ordinary Shares of the Company, exercisable at any time at a price equal
to $6.00 per share, at the closing (the “Agent
Warrants”)
Further
and in connection with the Combination, Joseph Rozelle, former President, Chief
Executive Officer, Chief Financial Officer, and Secretary of the Company,
resigned from his officer positions, and Zhide Jiang was appointed as the
President, Chief Executive Officer, Treasurer and Secretary of the Company
effective immediately. David Richardson and Joseph Rozelle resigned as Directors
of the Company and Zhide Jiang was appointed as the sole director and Chairman
of the Board of Directors effective ten (10) days following the filing of this
Schedule 14f-1.
You
are urged to read this Information Statement carefully.
You
are not, however, required to take any action.
VOTING
SECURITIES
Upon the
Closing of the Combination and the Offering on October 22, 2009, the Company had
50,000,000 authorized Ordinary Shares and 1,000,000 shares of preferred stock,
par value $0.001 per share, of which 26,852,837 Ordinary Shares are issued and
outstanding and no shares of preferred stock were issued and outstanding. Each
share of Emerald Ordinary Shares entitles the holder thereof to one vote on each
matter which may come before a meeting of the shareholders.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information regarding our Ordinary Shares
beneficially owned on October 22, 2009 upon Closing of the Combination and the
Offering, for (i) each stockholder known to be the beneficial owner of 5% or
more of our outstanding Ordinary Shares, (ii) each executive officer and
director, and (iii) all executive officers and directors as a
group.
As of the
date of filing, we have 29,872,047 Ordinary Shares issued and outstanding fully
diluted, including 5,032,005 shares issued in the Offering and 3,019,210
Ordinary Shares underlying the Warrants and Agent Warrants.
Name and Address of
Beneficial Owner (1)
Amount and Nature of
Beneficial Ownership
Percentage of
Class (2)
Zhide
Jiang (3)
11,306,666
37.85
%
David
Richardson (4) (5)
50,000
*
Joseph
Rozelle (5)
0
0
All executive officers and directors,
as
a group (1 person)
11,306,666
37.85
%
* less
than 1%
(1)
Unless
otherwise indicated, the persons or entities identified herein have sole
voting and investment power with respect to the shares shown as
beneficially held by them, subject to community property laws where
applicable.
(2)
Applicable
percentage of ownership is based on 29,872,047 Ordinary Shares issued and
outstanding after the Combination and Offering, assuming the exercise of
the Warrants and Agent Warrants. Beneficial ownership is determined in
accordance with the rules of the Securities and Exchange Act of 1934 and
generally includes voting or investment power with respect to such
securities. Ordinary Shares subject to securities exercisable for or
convertible into Ordinary Shares that are currently exercisable or
exercisable within sixty (60) days are deemed to be beneficially owned by
the person holding such options, warrants, rights, conversion privileges
or similar obligations, for the purpose of computing the percentage of
ownership of such person, but are not treated as outstanding for the
purpose of computing the percentage ownership of any other
person.
(3)
All
11,306,666 shares are owned through Proud Glory Limited issued in
connection with the Combination. Mr. Jiang is the Managing Director of
Proud Glory Limited. The address of Mr. Jiang is c/o Emerald Acquisition
Corporation, No. 48 South Qingshui Road, Laiyang City, Shandong 265200
People’s Republic of China.
(4)
Includes
50,000 shares held by Mid-Ocean Consulting Limited. Mr. Richardson
is the owner and the President and CEO of Mid-Ocean Consulting Limited and
has voting and investment control over such shares. Also includes,
500 shares held by Mr. Richardson’s
wife.
(5)
The
address of Messrs. Richardson and Rozelle is c/o Nautilus Global Business
Partners, 700 Gemini, Suite 100, Houston, Texas77058.
CHANGES
IN CONTROL
On
October 22, 2009, the Company and its stockholders entered into an Exchange
Agreement with Merit Times, the Merit Times Shareholders and AAI, pursuant to
which the Company issued to Merit Times Shareholders and their designees a total
of 21,333,332 Ordinary Shares of the Company in exchange for all the issued and
outstanding shares of Merit Times from the Merit Times Shareholders at the
Closing of the Combination. After the Combination, Merit Times became a wholly
owned subsidiary of the Company. Therefore, the Combination resulted in a change
in control of the Company.
Further
and in connection with the Combination, Joseph Rozelle, former President, Chief
Executive Officer, Chief Financial Officer, and Secretary of the Company,
resigned from his officer positions, and Zhide Jiang was appointed as the
President, Chief Executive Officer, Treasurer and Secretary of the Company
effective immediately. David Richardson and Joseph Rozelle resigned as Directors
of the Company and Zhide Jiang was appointed as the sole director and Chairman
of the Board of Directors effective ten (10) days following the filing of this
Schedule 14f-1.
DIRECTORS
AND EXECUTIVE OFFICERS
Directors
and Executive Officers
The
following table sets forth the names and ages of the current and incoming
directors and executive officers of the Company, the principal offices and
positions with the Company held by each person and the date such person became a
director or executive officer of the Company. The executive officers
of the Company are elected annually by the Board of Directors. The
directors serve one-year terms until their successors are
elected. The executive officers serve terms of one year or until
their death, resignation or removal by the Board of Directors. Unless
described below, there are no family relationships among any of the directors
and officers.
Name
Age
Position(s)
Joseph
R. Rozelle (1)
51
Director,
President, and CEO
David
Richardson (1)
35
Director
Zhide
Jiang (2)
52
Chairman,
President, CEO, Treasurer and
Secretary
(1)
Officer resignations are
effective immediately at the Closing of the
Combination. Resignations from the Director positions will be
effective ten (10) days following the mailing of this Information
Statement to the Company’s
shareholders.
(2)
Appointment of Mr. Jiang as a
director will be effective ten (10) days following the mailing of this
Information Statement to the Company’s
shareholders.
Joseph Rozelle.
Joseph Rozelle has been one of our directors since April 2006.
In addition, Mr. Rozelle has served as our President and Chief Financial
Officer from September 2006 through October 2009. Mr. Rozelle is currently
the President of Nautilus Global Partners, a Limited Liability Company dedicated
to facilitation of “going public” transactions for foreign and domestic
operating companies on the public United States Exchanges. Prior to
joining Nautilus in 2006, Mr. Rozelle was a consultant with Accretive Solutions,
providing Sarbanes-Oxley Compliance consulting and other accounting related
consulting services. Prior thereto, Mr. Rozelle worked with Momentum
Equity Group, LLC and Momentum Bio Ventures as a Principal Analyst in the spring
of 2002 and winter of 2003, respectively. At Momentum, Mr. Rozelle was
responsible for financial modeling, due diligence, and preparation of
investment summaries for client companies. Prior to joining Momentum, Mr.
Rozelle was an associate with Barclays Capital in the Capital Markets Group,
specializing in asset securitization. Prior thereto, he was the Assistant Vice
President of Planning and Financial Analysis for a regional commercial bank and
was responsible for all of the corporate financial modeling, risk analysis,
mergers and acquisition evaluation, and corporate budgeting. Before his tenure
in commercial banking, Mr. Rozelle served as a senior auditor with Arthur
Andersen, where he was involved in a variety of filings with the SEC involving
corporate mergers, spin-offs, public debt offerings, and annual reports.
Mr. Rozelle holds a Bachelors of Business Administration degree from
the University of Houston and a Masters of Business Administration degree from
the Jesse H. Jones School of Management at Rice University. Mr. Rozelle is also
the sole director and sole executive officer of VPGI, Inc., a public
corporation.
David Richardson. David
Richardson has been one of our directors since April 2006. Mr. Richardson
is an Executive Director of Lighthouse Capital Insurance Company (Fortis’ insurance affiliate in the Cayman
Islands), and the President and CEO of Mid-Ocean Consulting Group Ltd.,
which guides both institutions and individuals on sophisticated international
structuring and tax related strategies. From 2003 through 2005, Mr.
Richardson served as the President of Oceanic Bank and Trust Limited’s Insurance
Specialty Unit. Prior thereto, in 1996, he became the Head of Private
Banking for MeesPierson, a Dutch merchant/private bank in the Cayman Islands.
Following that, he became the Managing Director for MeesPierson (Bahamas)
Ltd. and Chairman of Lighthouse Capital Insurance Company. David
Richardson began his professional career in the investment business over 20
years ago, working for one of Canada’s preeminent investment houses; Walwyn,
Stodgell, Cochrane and Murray (now Merrill Lynch Canada). In 1987, he
joined the Bank of Bermuda in Bermuda as Portfolio Manager, where he personally
oversaw the management of in excess of $350 million for the Bank’s top tier
clientele. From there he moved to the Bank of Bermuda’s wholly owned trust
subsidiary, Bermuda Trust Company serving as Assistant Manager and Director of
Americas’ marketing activities. Mr. Richardson is a graduate of the
University of Toronto (Hon.BSc) with a post graduate degree from Northwestern
University (NTS Graduate), as well as possessing a number of professional
affiliations including a Member of STEP, the ITPA and the Bahamas International
Insurance Association.
Zhide Jiang. Mr. Jiang was
appointed as our President, Chief Executive Officer, Treasurer and Secretary on
October 22, 2009 in connection with the closing of the
Combination. Mr. Jiang is the founder and chairman of the board of
directors of Shandong Longkang Juice Co., Ltd since November 2004. Mr. Jiang
served as Chairman for Laiyang Starch Factory, Laiyang Second Alcohol Brewing
Co., Ltd. from April 1984 to October 2004. He was an engineer in Laiyang
Agricultural Machinery Co., Ltd. from September 1976 to March 1984. He graduated
from Wuxi University in 1976.
LEGAL
PROCEEDINGS
The
Company is not aware of any legal proceedings in which any director, officer, or
any owner of record or beneficial owner of more than five percent of any class
of voting securities of the Company, or any affiliate of any such director,
officer, affiliate of the Company, or security holder, is a party adverse to the
Company or has a material interest adverse to the Company.
COMPLIANCE
WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section
16(a) of the Securities Exchange Act of 1934 requires the Company’s directors
and executive officers and persons who own more than ten percent of a registered
class of the Company’s equity securities to file with the SEC initial reports of
ownership and reports of changes in ownership of Ordinary Shares and other
equity securities of the Company. Officers, directors and greater
than ten percent shareholders are required by SEC regulations to furnish the
Company with copies of all Section 16(a) forms they file.
To the
Company’s knowledge, none of the required parties are delinquent in their
Section 16(a) filings.
CERTAIN
RELATED TRANSACTIONS AND RELATIONSHIPS
On April10, 2006, the Company issued an aggregate of 1,050,000 of our Ordinary Shares to
the individuals and entities set forth below for $1,050 in cash, at a purchase
price of $0.001 per share, as follows:
Joseph
Rozelle, our President and Chief Financial Officer, also is the President
of Nautilus Global Partners, LLC.
Mid-Ocean
Consulting Limited
Bayside
House
Bayside
Executive Park
West
Bay Street & Blake Road
Nassau,
Bahamas
50,000
David
Richardson, one of our directors, also is the owner, president and CEO of
Mid-Ocean Consulting.
Reorganization Related
Transactions
Merit
Times owns 100% of the issued and outstanding capital stock of
MeKeFuBang. On June 10, 2009, MeKeFuBang entered into a series of
contractual agreements with Longkang Juice, and its five shareholders, in which
MeKeFuBang effectively assumed management of the business activities of Longkang
Juice and has the right to appoint all executives and senior management and the
members of the board of directors of Longkang Juice. The contractual
arrangements are comprised of a series of agreements, including a Consulting
Services Agreement, Operating Agreement, Proxy Agreement, and Option Agreement,
through which MeKeFuBang has the right to advise, consult, manage and operate
Longkang Juice for an annual fee in the amount of Longkang Juice’s yearly net
profits after tax. Additionally, Longkang Juice’s Shareholders have pledged
their rights, titles and equity interest in Longkang Juice as security for
MeKeFuBang to collect consulting and services fees provided to Longkang Juice
through an Equity Pledge Agreement. In order to further reinforce MeKeFuBang’s
rights to control and operate Longkang Juice, Longkang Juice’s shareholders have
granted MeKeFuBang the exclusive right and option to acquire all of their equity
interests in Longkang Juice through an Option Agreement, which is also known as
Present Incentive Option Agreement as described below.
On June10, 2009, the Chairman and the major shareholder of Shangdong Longkang Juice
Co., Ltd, Mr. Zhide Jiang, as a PRC citizen, entered into a call option
agreement (“Original Incentive Option Agreement”) with Mr. Chee Fung Tang, a
Hong Kong passport holder (“Hong Kong Resident”) and the Merit Times
Shareholders. Under the Original Incentive Option Agreement, Mr. Jiang shall
serve as CEO, director or other officer of Merit Times for a certain period of
time; and in anticipation of Mr. Jiang’s continuance contributions to the
companies including Merit Times and Longkang Juice, if the companies meet
certain thresholds of the revenue conditions, Mr. Jiang shall have rights and
options to be transferred the shares of Merit Times at a nominal price. In
addition, Original Incentive Option Agreement also provides that Mr. Tang shall
not dispose any of the shares of Merit Times without Mr. Jiang’s
consent.
On August5, 2009, Mr. Tang, a Hong Kong resident and the sole shareholder of Proud Glory
Limited (a BVI company, which became the major shareholder of Merit Times after
Merit Times recapitalized), entered into a new Incentive Option Agreement
(“Present Incentive Option Agreement”) with Mr. Jiang.
Pursuant
to Present Incentive Option Agreement, the Original Incentive Option Agreement
will be terminated on the effective date of Present Incentive Option Agreement.
The effective date of Present Incentive Option Agreement is the date of the
Combination.
Under the
Present Incentive Option Agreement, Mr. Jiang shall serve as managing director
or other officer of Merit Times for not less than 3 year period of time; and in
anticipation of Mr. Jiang’s continuance contributions to the group including
Merit Times, MeKeFuBang and Longkang Juice, if the group meets certain
thresholds of the revenue conditions, Mr. Jiang shall have rights and options to
be transferred up to 100% shares of Proud Glory Limited at a nominal price
within the next three years (the “Option”).
In
addition, the Present Incentive Option Agreement also provides that Mr. Tang
shall not dispose any of the shares of Proud Glory Limited without Mr. Jiang’s
consent.
Other
than employment, none of the following persons has any direct or indirect
material interest in any transaction to which we are a party since our
incorporation or in any proposed transaction to which we are proposed to be a
party:
(A)
Any
of our directors or officers;
(B)
Any
proposed nominee for election as our
director;
(C)
Any
person who beneficially owns, directly or indirectly, shares carrying more
than 10% of the voting rights attached to our Ordinary Shares;
or
(D)
Any
relative or spouse of any of the foregoing persons, or any relative of
such spouse, who has the same house as such person or who is a director or
officer of any parent or subsidiary of our
company.
BOARD
COMMITTEES AND OTHER BOARD INFORMATION
Because
our Board currently consists of only two members, we do not have any audit,
compensation or nominating committee of the Board or committees performing
similar functions. We do not believe it is necessary for our Board to appoint
such committees because the volume of matters that come before our Board for
consideration permits the sole officer and director to give sufficient time and
attention to such matters to be involved in all decision making.
EXECUTIVE
COMPENSATION
Compensation
of Executive Officers
The
following table sets forth all cash compensation paid by the Company, for the
year ended December 31, 2008 and 2007. The table below sets forth the
positions and compensations for each officer and director of the
Company.
Our
directors will not receive a fee for attending each board of directors meeting
or meeting of a committee of the board of directors. All directors will be
reimbursed for their reasonable out-of-pocket expenses incurred in connection
with attending board of director and committee meetings.
Option
Grants
We do not
maintain any equity incentive or stock option plan. Accordingly, we
did not grant options to purchase any equity interests to any employees or
officers, and no stock options are issued or outstanding to any
officers. We do, however, anticipate adopting a non-qualified stock
option plan where we will be granting our officers options to purchase Ordinary
Shares pursuant to the terms of their employment agreements. But, no
such plan has been finalized or adopted.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
caused this Report to be signed on its behalf by the undersigned, hereunto duly
authorized.
