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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/16/24 Longwen Group Corp. DEFA14C 1:41K M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size 1: DEFA14C Definitive Additional Proxy Info Statement HTML 40K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
| ☐ | Preliminary Information Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) |
| ☐ | Definitive Information Statement |
| ☒ | Definitive Additional Materials |
LONGWEN GROUP CORP.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
| ☒ | 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 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. |
| 1) | Amount Previously Paid: |
| 2) | Form, Schedule or Registration Statement No.: |
| 3) | Filing Party: |
| 4) | Date Filed: |
LONGWEN GROUP CORP.
RM 219, No. 25, Caihe Rd.
Shangcheng Dist., Hangzhou
Zhejiang Province, China
NOTICE OF INTERNET AVAILABILITY OF INFORMATION STATEMENT MATERIALS
AND
FORM 10-K FOR THE YEAR 2023
To Our Stockholders:
Re: Actions by Written Consent in Lieu of Annual Meeting of Stockholders
An Information Statement is being made available by the Board of Directors of Longwen Group Corp., a Nevada corporation (the “Company”), to holders of record of the Company’s common stock at the close of business on April 5, 2024 (the “Record Date”). The purpose of this Information Statement is to inform the Company stockholders of the following actions (“Actions”) taken by written consent of the holders of a majority of the Company’s voting stock, dated April 5, 2024:
| 1. | To approve an amendment to the Company’s Articles of Incorporation to change the Company’s name to: Wenyuan Group Corp.; and |
| 2. | To re-elect current directors to serve until the next Annual Meeting of Shareholders and thereafter until their successors are elected and qualified; and |
| 3. | To grant the Board of Directors the discretionary authority to amend the Company’s articles of incorporation to affect a reverse stock split of the Company’s common stock (“Common Stock”) in a range of not less than five (5) shares and not more than ten (10) shares, into one share of Common Stock at any time prior to December 31, 2024 (the “Reverse Split Proposal”); and |
| 4. | A proposal to ratify the appointment of Simon & Edward, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. |
On April 5, 2024, the Actions were unanimously approved by our Board of Directors. In order to minimize the costs and save management time associated with soliciting proxies for an Annual Meeting of stockholders, as well as to promptly execute the Actions in line with the Company’s objectives, the management of Company chose to obtain the written consent of a majority of the Company’s voting power to approve the Actions described in the Information Statement, as permitted under Section 78.320 of the Nevada Revised Statutes (the “NRS”). This section provides in part that any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if, before or after the action, a written consent thereto is signed by stockholders holding at least a majority of the voting power, except that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required. On April 5, 2024, the holder of 65.7% of the Company’s outstanding voting securities, as of the Record Date, approved the Actions. This level of approval met the necessary threshold for the Actions to proceed.
With both the Board of Directors and the majority of voting power in favor, all required procedures to authorize the Actions have been completed. We expect that each of the Actions will take effect approximately 20 calendar days (the “20-day Period”) after the distribution of the Information Statement and accompanying notice to our stockholders. However, it’s important to note that our Board of Directors retains the discretion to abandon any or all of the Actions for any reason up until the effective date of each Action.
Important Notice Regarding the Availability of Information Statement Materials and the Form 10-K
Pursuant to Securities and Exchange Commission Rule §240.14C-2, you are receiving this notice that the Information Statement and Annual Report on Form 10-K are available on the Internet. This communication provides only a brief overview of the more complete Information Statement Materials. We encourage you to access and review all of the important information contained in the Information Statement Materials.
Follow the instructions below to view the materials or request printed or email copies.
Our Information Statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2023, are available at https://www.wygc.top/a/Annual-Shareholder-Meeting.html.
If you want to receive a paper or e-mail copy of these documents, you must request one. There is no charge to you for requesting a paper or e-mail copy. Please make your request for a copy by one of the following methods on or before April 26, 2024 to facilitate timely delivery.
| - | E-mail to hpang@speedlightcs.com |
| - | Mail at Longwen Group Corp., RM 219, No. 25, Caihe Rd., Shangcheng Dist., Hangzhou, Zhejiang Province, China |
| - | Telephone call to +86 (0571) -85128985 |
WE ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
| By Order of the Board of Directors, | |
| /s/ Xizhen Ye | |
| Xizhen Ye, Chief Executive Officer | |
| Dated: April 16, 2024 |
| This ‘DEFA14C’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/31/24 | ||||
| 4/26/24 | ||||
| Filed on: | 4/16/24 | DEF 14C | ||
| 4/5/24 | PRE 14C | |||
| 12/31/23 | 10-K | |||
| List all Filings | ||||