Payment
of Filing Fee (Check the appropriate box):
x
No
Fee Required
o
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 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 aggregate value of transaction:
5.
Total
fee paid:
o Fee
paid previously with preliminary materials.
o
Check
box is 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.
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schedule, or registration statement number:
This
Information Statement is being distributed to the holders of record of the
common stock, par value $.001 per share ("Common Stock"), of Entech
Environmental Technologies, Inc., a Florida corporation (the "Company"), at
the
close of business on _______________ (the "Record Date") under Rule 14c-2 of
the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). The
Information Statement advises shareholders of actions taken and approved on
February 26, 2008 by unanimous written consent of the Company’s Board of
Directors and the subsequent adoption of such corporate action on February26,2008 by the holders of (a) a majority of the Company’s outstanding shares of
Common Stock and (b) all the Company’s outstanding shares of Series A
Convertible Preferred Stock, par value $.001 per share (collectively, the
“Majority Shareholders”)
·
to
change the name of the Company to SkyPeople Fruit Juice, Inc. (the
“Name
Change”)
·
to
authorize the proper officers of the Company to effect a 1 for 328.72898
reverse stock split of the outstanding shares of Common Stock (the
"Reverse Split", and together with the Name Change, the “Corporate
Actions”).
.
The
Corporate Actions will not become effective until the filing with the Florida
Secretary of State of an Amendment to the Company’s Amended and Restated
Articles of Incorporation (the “Amendment”) at least 20 days after the date of
the mailing of this Information Statement to the Company’s
shareholders.
THIS
IS NOT A NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS AND NO SHAREHOLDER MEETING
WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN. WE ARE NOT ASKING YOU
FOR
A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Introduction
Between
February 22, 2008 and February 25, 2008, the Company entered into a series
of
transactions whereby the Company acquired 100% of the ownership interest in
Pacific Industry Holding Group Co. Ltd., a Vanuatu corporation (“PACIFIC”), from
the shareholders of PACIFIC in a share exchange transaction and raised
$3,400,000 in gross proceeds from certain accredited investors in a private
placement transaction. These transactions, collectively hereinafter referred
to
as “Reverse Merger Transactions,” were consummated simultaneously on February26, 2008 and as a result of the consummation of these transactions, PACIFIC
is
now a wholly-owned subsidiary of the Company.
Page
3 of
19
PACIFIC’s
only business is acting as a holding company for Shaanxi Tianren Organic Food
Co. Ltd., a company organized under the laws of the People’s Republic of China
(“Tianren”), in which PACIFIC hold a 99% ownership interest. Currently, Tianren
is engaged in the business of research and development, production and sales
of
organic foods, special concentrated fruit juice, fast-frozen and freeze-dried
fruits and vegetables and fruit juice drinks.
The
following sets forth the material terms of two of the agreement entered into
in
connection with the Reverse Merger Transactions:
1.
Share
Exchange Agreement
On
February 22, 2008, the Company and Terrence Leong, the Company’s then Chief
Executive Officer, entered into a Share Exchange Agreement with PACIFIC and
all
of the shareholders of PACIFIC (the “Agreement”). Pursuant to the Agreement, the
shareholders of PACIFIC agreed to exchange 100 ordinary shares of PACIFIC (the
“Pacific Industry Shares”), representing a 100% ownership interest in PACIFIC,
for 1,000,000 shares of a newly designated Series A Convertible Preferred Stock
of the Company, par value $0.001 per share (the “Share Exchange Transaction”).
2.
Stock
Purchase Agreement
In
connection with the Share Exchange Transaction, on February 26, 2008, the
Company entered into a Series B Convertible Preferred Stock Purchase Agreement
(the “Stock Purchase Agreement”) with certain accredited investors (the
“Investors”), pursuant to which the Company agreed to issue 2,833,333 shares of
a newly designated Series B Convertible Preferred Stock of the Company, par
value $0.001 per share (“Series B Stock”) and warrants to purchase 7,000,000
shares of the Company’s common stock (the “Warrants”) to the investors, in
exchange for a cash payment in the amount of $3,400,000. Under the Stock
Purchase Agreement, the Company also deposited 2,000,000 shares of the Series
B
Stock into an escrow account held by an escrow agent as make good shares in
the
event the Company’s consolidated pre-tax income and pre-tax income per share, on
a fully-diluted basis, for the years ended December 31, 2007, 2008 or 2009
are
less than certain pre-determined target numbers.
Under
the
Stock Purchase Agreement we are required to effect a 1-for-328.72898 reverse
split of our outstanding common stock (“Reverse Split”). In the event the
Reverse Split is not effected prior to June 2, 2008, we are required to pay
to
the Investors, pro rata, as liquidated damages, an amount per month equal
to one
(1%) of the purchase price we sold pursuant the Stock Purchase Agreement
($34,000 per month), payable monthly in cash as calculated based on the number
of days that we are not in compliance with this covenant.
Page
4 of
19
In
connection with the Share Exchange Transaction, we designated 1,000,000 shares
of Series A Convertible Preferred Stock (“Series A Preferred Stock”) out of our
total authorized number of 10,000, 000 shares of Preferred Stock, par value
$0.001 per share. The rights and preferences of the Series A Preferred Stock
are
set forth in the Certificate of Designations, Preferences and Rights of Series
A
Convertible Preferred Stock which we filed with the Secretary of State of
Florida on February 22, 2008. Upon the effectiveness of the Reverse Split,
all
the outstanding shares of Series A Preferred Stock will immediately and
automatically convert into shares of Common Stock without any notice or action
required on us or on the holders of Series A Preferred Stock or Common Stock
(the “Mandatory Conversion”). In the Mandatory Conversion, each holder of Series
A Preferred Stock will be entitled to receive twenty two and 62/10,000 (22.0062)
shares of fully paid and non-assessable Common Stock for every one (1) share
of
Series A held (the “Conversion Rate”).
In
connection with the Share Exchange Transaction, we designated 7,000,000 shares
of Series B Convertible Preferred Stock (“Series B Preferred Stock”) out of our
total authorized number of 10,000, 000 shares of Preferred Stock, par value
$0.001 per share. The rights and preferences of the Series B Preferred Stock
are
set forth in the Certificate of Designations, Preferences and Rights of Series
B
Convertible Preferred Stock which we filed with the Secretary of State of
Florida on February 22, 2008. Upon effectiveness of the Reverse Split, each
share of Series B Preferred Stock is convertible at any time into one share
of
common stock at the option of the holder. If the conversion price (initially
$1.20) is adjusted, the conversion ratio will likewise be adjusted and the
new
conversion ratio will be determined by multiplying the conversion ratio in
effect by a fraction, the numerator of which is the conversion price in effect
before the adjustment and the denominator of which is the new conversion
price.
In
the
event of a “change of control” the shares of Series B Preferred Stock will be
automatically converted into common stock. A “change in control” means a
consolidation or merger of us with or into another company or entity in which
we
are not the surviving entity or the sale of all or substantially all of our
assets to another company or entity not controlled by our then existing
stockholders in a transaction or series of transactions.
For
additional information concerning the Reverse Merger Transactions, see Items
1.01 and 2.01 of the Company’s Current Report on Form 8-K filed with the Securities
and Exchange Commission (the
“SEC”) on March 3, 2008.
On
February 26, 2008the Company acquired the Pacific Industry Shares, through
a
share exchange (the “Share Exchange”) in which the Company issued an aggregate
of 1,000,000 shares of its Series A Convertible Preferred Stock, par value
$.001
per share (the “Series A Stock”) to Pacific Industry’s shareholders in exchange
for the Pacific Industry Shares. As a result of the Share Exchange, the former
shareholders of Pacific Industry assumed control of the Company. Fancylight
Limited, a British Virgin Islands company (“Fancylight”), acquired 800,000 of
the 1,000,000 shares of Series A Preferred Stock issued on such date. Fancylight
and Hongke Xue have entered into a Call Option Agreement pursuant to which
Mr.
Xue has the right to acquire all of such shares. Fancylight and Mr. Xue have
also entered a Voting Trust Agreement, dated as of February 25, 2008
under which Mr. Xue has been appointed as voting trustee under a voting
trust created with respect to all of such shares. Therefore, Mr. Xue may
be
deemed to be the sole beneficial owner of such shares and by virtue thereof
Mr
Xue may be deemed to be the controlling person of the
Company.
Page
5 of
19
On
March5, 2008, the Company filed an information statement with the SEC relating to
the
change in control of our Board of Directors containing the information required
under Rule 14f-1 of the Exchange Act.
THE
NAME CHANGE
The
Board
of Directors and the Majority Shareholders approved an amendment to the Amended
and Restated Articles of Incorporation of the Company to change its corporate
name from Entech Environmental Technologies, Inc. to SkyPeople Fruit Juice,
Inc.
The new corporate name more closely identifies the Company with the business
conducted by its indirectly owned subsidiary, Shaanxi Tianren Organic Food
Co.
Ltd.
THE
REVERSE SPLIT
At
the
time of the Reverse Split, holders of outstanding shares of Common Stock will
receive one share of post-Reverse Split Common Stock for each 328.72898 shares
of pre-Reverse Split Common Stock held as of the close of business on the date
the Amendment is filed. No fractional shares of Common Stock will be issued
in
connection with the Reverse Split. All fractional share amounts resulting from
the Reverse Split will be rounded up to the next whole new share.
Effective
Date
The
Reverse Split and the Name Change will become effective immediately upon the
filing of the Amendment with the Office of the Secretary of State of Florida.
The filing will be made at least 20 days after the date this Information
Statement is first mailed to the Company’s shareholders.
Page
6 of
19
Reasons
for the Reverse Split
The
Reverse Split is being effected so that there will be a sufficient number of
authorized, but unissued shares of Common Stock of the Company to issue upon
the
conversion of all outstanding shares of Series A Preferred Stock and Series
B
Preferred Stock.
Shareholders
should note that the effect of the Reverse Split upon the market price for
the
Common Stock cannot be accurately predicted. We cannot assure you that the
market price for shares of Common Stock will be proportionately greater after
the Reverse Split than immediately prior to the Reverse Split, or that the
market price will increase, or that any increase will be maintained for any
period of time, after the Reverse Split. We also cannot assure you that the
Reverse Split will not adversely impact the market price of the Common Stock.
Bid
and
ask quotations for the Common Stock appear on the NASD’s over-the-counter
Bulletin Board under the symbol EEVT.OB. As of March 12, 2008 there was only
a
limited trading market for the Common Stock.
The
high
bid and low ask prices for the Common Stock as reported by Yahoo Finance on
March 7, 2008 were: $0.01 and $0.01, respectively. These over-the-counter market
bid and ask quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commissions and may not necessarily represent actual transactions.
As of March 12, 2008, there were approximately 92 holders of record of the
Common Stock.
Effects
of the Reverse Split
Voting
Rights.Holders
of Common Stock will continue to have one vote for each share of Common Stock
owned after the Reverse Split.
Consequently,
the voting and other rights of the holders of the Common Stock will not be
affected by the Reverse Split, other than as a result of the issuance of
additional shares of Common Stock resulting from the conversion of shares of
Series A Preferred Stock into Common Stock simultaneously with the occurrence
of
the Reverse Split.
Number
of Shareholders; Par Value and Authorized Shares. Other
than the holders of Series A Preferred Stock and Series B Preferred Stock who
will be become holders of Common Stock upon the conversion of their shares
of
Series A Preferred Stock or Series B Preferred Stock into shares of Common
Stock
at the time of the Reverse Split, the number of shareholders of record will
not
be affected by the Reverse Split. The par value and authorized number of shares
of Common Stock under the Company’s Articles of Incorporation will remain the
same following the effective time of the Reverse Split.
Page
7 of
19
Number
of Shares Outstanding.
Not
including the number of shares issued to the holders of Series A Preferred
Stock
and Series B Preferred Stock upon the conversion of the Series A Preferred
Stock
and Series B Preferred Stock into Common Stock occurring simultaneously with
the
Reverse Split, the number of shares of Common Stock issued and outstanding
will
be reduced following the effective time of the Reverse Split. As a result of
the
Reverse Split, each 328.72898 shares of Common Stock owned before the effective
time of the Reverse Split will be converted automatically into one share of
Common Stock, without any action on the part of the shareholders, subject to
adjustment for fractional shares.
All
fractional share amounts resulting from the Reverse Split will be rounded up
to
the next whole new share.
Public
Status; Reporting Requirements.
There
is currently no intention for the Company to go private, and the Reverse Split
is not intended to be a first step in a going private transaction and will
not
have the effect of a going private transaction covered by Rule 13e-3 of the
Exchange Act. Moreover, the Reverse Split will not increase the risk of the
Company becoming a private company in the future. The Company will continue
to
be subject to the periodic reporting requirements of the Exchange Act following
the Reverse Split.
Issuance
of Additional Shares.
The
number of authorized shares of Common Stock will continue to be 100 million
after the Reverse Split. However, the number of authorized but unissued
shares
of Common Stock effectively will be increased significantly by the Reverse
Split
because the 87,281,218 shares outstanding prior to the Reverse Split,
approximately 87.28% of the 100 million authorized shares, will be reduced
to
approximately 265,511 shares, or 0.2655% of the 100 million authorized
shares.
The issuance in the future of such additional authorized shares, including
an
aggregate of approximately 22,006,173 shares of Common Stock that will
be issued
upon the conversion of the Series A Preferred Stock, an aggregate of
approximately 2,833,333 shares of Common Stock that will be issued upon
the
conversion of the Series B Preferred Stock and an aggregate of 7,000,000
shares
of Common Stock that may be issued upon exercise of outstanding warrants,
may
have the effect of diluting the earnings per share and book value per share,
as
well as the stock ownership and voting rights, of the currently outstanding
shares of Common Stock. In addition, the Company has filed a registration
statement with the SEC covering the resale of the Common Stock issuable
upon
conversion of 2,833,333 shares of the Series B Preferred Stock and 7,000,000
shares of Common Stock issuable upon exercise of warrants. Following the
effective date of such registration statement, such shares of Common Stock
would
become available for resale in the public market which would depress the
market
price for our Common Stock.
Page
8 of
19
Federal
Income Tax Consequences
The
Company will not recognize any gain or loss as a result of the Reverse Split.
The
Company has not sought and will not seek an opinion of counsel or a ruling
from
the Internal Revenue Service regarding the Federal income tax consequences
of
the Reverse Split. The state and local tax consequences of the Reverse Split
may
vary significantly as to each stockholder, depending upon the jurisdiction
in
which such shareholder resides. Shareholders are urged to consult their own
tax
advisers to determine the particular consequences of the Reverse Split to
them.
Distribution
and Costs
The
Company will pay the cost of preparing, printing and distributing this
Information Statement. Only one Information Statement will be delivered to
multiple shareholders sharing an address, unless contrary instructions are
received from one or more of such shareholders. Upon receipt of a written
request at the address noted above, the Company will deliver a single copy
of
this Information Statement and future shareholder communication documents to
any
shareholders sharing an address to which multiple copies are now
delivered.
Absence
of Dissenters’ Rights of Appraisal
Neither
the adoption by the Board of Directors, nor the approval by the Majority
Shareholders, of the Reverse Split or the Name Change provides shareholders
any
right to dissent and obtain appraisal of or payment for such shareholder's
shares under the Company’s Amended and Restated Articles of Incorporation or its
Bylaws.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS
AND MANAGEMENT
The
following table sets forth certain information as of March 12, 2008 with respect
to the beneficial ownership of each class of the Company’s voting securities by
(i) any person or group owning more than five percent of each class of voting
securities, (ii) each director, (iii) each executive officer, and (iv) all
executive officers and directors as a group. The table reflects the ownership
of
Common Stock by the foregoing individuals before and after the Reverse
Split.
As
of
March 12, 2008, the only classes of voting securities of the Company were the
Company’s Common Stock, par value $.001 per share and the Company’s Series A
Preferred Stock the holders of such class do not have the right to vote in
the
election of directors.
Page
9 of
19
As
of
March 12, 2008, an aggregate of 87,281,218 shares of our Common Stock and an
aggregate of 1,000,000 shares of our Series A Stock were
outstanding.
In
determining the percentage of Common Stock beneficially owned by a person on
March 12, 2008, we divided (a) the number of shares of Common Stock beneficially
owned by such person, by (b) the sum of the total number of shares of Common
Stock outstanding on March 12, 2008, plus the number of shares of Common Stock
beneficially owned by such person which were not outstanding, but which could
be
acquired by the person within 60 days after March 12, 2008 upon the exercise
of
warrants or the conversion of convertible securities.
All
officers and directors as a group (one person)
12,195,122
14.0
%
(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 and the address of such person is c/o the Company,
at
Room
1404 and Room 1403, A-4F Tongxinge, Xietong Building, Gaoxin 2nd
Road,
Hi-Tech Industrial Zone, Xi’an, Shaanxi province, PRC 710065.
Page
10
of 19
(3)
Consists
of 800,000 shares owned of record by Fancylight Limited, a British
Virgin
Islands company (“Fancylight”). Fancylight and Hongke Xue have entered
into a Call Option Agreement pursuant to which Mr. Xue has the right
to
acquire all of such shares. Fancylight and Mr. Xue have also entered
a
Voting Trust Agreement, dated as of February 25, 2008 under which
Mr. Xue
has been appointed as voting trustee under a voting trust created
with
respect to all of such shares. Therefore, Mr. Xue may be deemed to
be the
sole beneficial owner of such
shares.
(4)
Consists
of 100,000 owned by China Tianren Organic Food Holding Company Limited,
as
attorney-in-fact for certain persons. China Tianren Organic Food
Holding
Company Limited (“Organic”) is a British Virgin Islands company. Organic
and Lin Bai have entered into a Voting Trust and Escrow Agreement
dated as
of February 25, 2008 pursuant to which Lin Bai has been appointed
as
voting trustee under a voting trust created with respect to all of
such
shares. Therefore, Lin Bai may be deemed to be the sole beneficial
owner
of such shares.
(5)
Consists
of 100,000 owned by Winsun Limited, as attorney-in-fact for certain
persons. Winsun Limited (“Winsun”) is a British Virgin Islands company.
Winsun and Sixiao An have entered into a Voting Trust and Escrow
Agreement
dated as of February 25, 2008 pursuant to which Sixiao An has been
appointed as voting trustee under a voting trust created with respect
to
all of such shares. Therefore, Sixiao An may be deemed to be the
sole
beneficial owner of such shares.
(6)
Consists
of 6,794,118 shares of Common Stock issuable upon exercise of currently
exercisable warrants. Barron Partners, LP also owns of record an
aggregate
of 3,365,147 shares of Series B Stock. Such Series B Stock will be
automatically converted into shares of Common Stock upon the effectiveness
of a 1 for 328.72898 reverse stock split of the Company’s Common Stock.
However, since such reverse stock split may not be effectuated until
more
than 60 days after March 12, 2008, as of March 12, 2008 Barron Partners
is
not deemed to beneficially own shares of Common Stock by virtue of
its
ownership of Series B Stock
(7)
Joseph I. Emas is a director of the
Company.
Page
11
of 19
RECOMMENDATION
OF THE BOARD OF DIRECTORS
The
Board
of Directors recommended approval of the Reverse Split and the Name Change
to
the Majority Shareholder.
The
undersigned, being all of the directors of the board of directors of Entech
Environmental Technologies, (the “Board of Directors”), a corporation organized
under the laws of the State of Florida (the “Company”), hereby adopt the
following resolutions pursuant to the bylaws of the Company and the Florida
Business Corporation Act (the “Act”), in accordance with Section 607.0821 of the
Act, as if adopted at a meeting duly held, and expressly waive notice with
respect thereto.
The
name
of the corporation (hereinafter called the “Corporation”) is “Sky People Fruit
Juice, Inc.”; and be it further
RESOLVED,
that Article IV of the Articles of Incorporation of the Corporation be amended
by combining the outstanding shares of common stock of the Corporation on the
basis that 328.72898 of such shares of common stock shall become one (1) share
of common stock without changing the par value of the shares of the Corporation
(the “Reverse Split”); provided that no fractional shares of the Corporation
shall be issued in connection with the Reverse Split and the number of shares
to
be received by a stockholder shall be rounded up to the nearest whole number
of
shares in the event that such stockholder would otherwise be entitled to receive
a fractional share as a result of the Reverse Split; and be it
further
RESOLVED,
that the proper officers of the Corporation be, and they and each of them hereby
are, authorized and empowered, in the name of the Corporation and on its behalf,
to prepare and file with the Securities and Exchange Commission (the
“Commission”) and distribute to the stockholders of the Corporation an
Information Statement pursuant to Regulation 14C under the Exchange Act (the
“Information Statement”) with respect to the change in the name of the
Corporation to “Sky People Fruit Juice, Inc.” and the Reverse Split, such
Information Statement to be in such form as such officers, in their sole
discretion, shall determine to be necessary, appropriate or desirable, in
conformance with applicable laws, rules and regulations, any such determination
to be conclusively evidenced by the preparation, signing, filing and
distribution by such officers of the Information Statement; and be it
further
Page
13
of 19
RESOLVED,
that the record date for determining shareholders to receive the Information
Statement (the “Record Date”) be, and it is hereby, fixed as the close of
business on March 24, 2008; and be it further
RESOLVED,
that the proper officers of the Corporation be, and they and each of them hereby
are, authorized and empowered, in the name of the Corporation and on its behalf,
to execute and file with the Florida Secretary of State an Amendment to the
Articles of Incorporation of the Corporation (the “Amendment”) providing for the
combination of the Corporation’s outstanding shares of stock on the basis that
328.72898 of such shares of common stock shall become one (1) share of common
stock, without changing the par value of the resulting shares, such Amendment
to
be in such form as such officers, in their sole discretion, shall determine
to
be necessary, appropriate or desirable, any such determination to be
conclusively evidenced by the execution, delivery and filing by such officers
of
the Amendment; and be it further
RESOLVED,
that the effective date of the Reverse Split be, and it hereby is, fixed as
the
20th
day
following the date of the Information Statement; and be it further
RESOLVED,
that the proper officers of the Corporation be, and they and each of them hereby
are, authorized and empowered, in the name of the Corporation and on its behalf,
to execute and deliver all such further documents, instruments and agreements,
and to do all such further acts and things, as such officers, in their sole
discretion, shall determine to be necessary, appropriate or desirable to
effectuate the foregoing resolutions, any such determination to be conclusively
evidenced by the execution and delivery by such officers of any such document,
instrument or agreement or the doing by them of any such act or thing.
[Signature
page follows]
Page
14
of 19
IN
WITNESS WHEREOF, the undersigned have executed this Written Consent as of the
date first indicated above.
The
undersigned, being the holders of a majority of the outstanding shares of common
stock of Entech Environmental Technologies, a corporation organized under the
laws of the State of Florida (the “Company”), hereby adopt the following
resolutions pursuant to the bylaws of the Company and the Florida Business
Corporation Act (the “Act”), in accordance with Section 607.0704 of the Act, as
if adopted at a meeting duly held, and expressly waive notice with respect
thereto.
The
name
of the corporation (hereinafter called the “Corporation”) is “SkyPeople Fruit
Juice, Inc.”; and be it further
RESOLVED,
that Article IV of the Articles of Incorporation of the Corporation be amended
by combining the outstanding shares of common stock of the Corporation on the
basis that 328.72898 of such shares of common stock shall become one (1) share
of common stock without changing the par value of the shares of the Corporation
(the “Reverse Split”); provided that no fractional shares of the Corporation
shall be issued in connection with the Reverse Split and the number of shares
to
be received by a stockholder shall be rounded up to the nearest whole number
of
shares in the event that such stockholder would otherwise be entitled to receive
a fractional share as a result of the Reverse Split; and be it
further
RESOLVED,
that the proper officers of the Corporation be, and they and each of them hereby
are, authorized and empowered, in the name of the Corporation and on its behalf,
to prepare and file with the Securities and Exchange Commission (the
“Commission”) and distribute to the stockholders of the Corporation an
Information Statement pursuant to Regulation 14C under the Exchange Act (the
“Information Statement”) with respect to the change in the name of the
Corporation to “SkyPeople Fruit Juice, Inc.” and the Reverse Split, such
Information Statement to be in such form as such officers, in their sole
discretion, shall determine to be necessary, appropriate or desirable, in
conformance with applicable laws, rules and regulations, any such determination
to be conclusively evidenced by the preparation, signing, filing and
distribution by such officers of the Information Statement; and be it
further
Page
16
of 19
RESOLVED,
that the record date for determining shareholders to receive the Information
Statement (the “Record Date”) be, and it is hereby, fixed as the close of
business on March 24, 2008; and be it further
RESOLVED,
that the proper officers of the Corporation be, and they and each of them hereby
are, authorized and empowered, in the name of the Corporation and on its behalf,
to execute and file with the Florida Secretary of State an Amendment to the
Articles of Incorporation of the Corporation (the “Amendment”) providing for the
combination of the Corporation’s outstanding shares of stock on the basis that
328.72898 of such shares of common stock shall become one (1) share of common
stock, without changing the par value of the resulting shares, such Amendment
to
be in such form as such officers, in their sole discretion, shall determine
to
be necessary, appropriate or desirable, any such determination to be
conclusively evidenced by the execution, delivery and filing by such officers
of
the Amendment; and be it further
RESOLVED,
that the effective date of the Reverse Split be, and it hereby is, fixed as
the
20th
day
following the date of the Information Statement; and be it further
RESOLVED,
that the proper officers of the Corporation be, and they and each of them hereby
are, authorized and empowered, in the name of the Corporation and on its behalf,
to execute and deliver all such further documents, instruments and agreements,
and to do all such further acts and things, as such officers, in their sole
discretion, shall determine to be necessary, appropriate or desirable to
effectuate the foregoing resolutions, any such determination to be conclusively
evidenced by the execution and delivery by such officers of any such document,
instrument or agreement or the doing by them of any such act or thing.
[Signature
page follows]
Page
17
of 19
IN
WITNESS WHEREOF, the undersigned have executed this Written Consent as of the
date first indicated above.
FANCYLIGHT
LIMITED
/s/ Hongwei
Li
By:
Hongwei Li
Title:
Director
WINSUM
LIMITED
/s/ Sixiao
An
By:
Sixiao An
Title:
Director
CHINA
TIANREN
ORGANIC FOOD HOLDING COMPANY LIMITED