Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934
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SOYODO GROUP HOLDINGS, INC.
(Name of Registrant as Specified In Its Charter) Payment of Filing Fee (Check the appropriate box):
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SOYODO GROUP HOLDINGS, INC.
1398 MONTEREY PASS ROAD
MONTEREY PARK, CA 91754
September 17, 2007
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
This Information Statement, as amended, (the "Information Statement") is being delivered by Soyodo Group Holdings, Inc. (the "Company"), and relates to
(i) the election of persons to the Board of Directors, and (ii) a restatement of the Company's Certificate of Incorporation to, among other things, reflect prior amendments.
This Information Statement is being furnished to the Company's stockholders solely to provide you with certain information concerning the actions approved by the Board of Directors and the consenting stockholder in accordance with the requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the regulations promulgated thereunder, including particularly Regulation 14C.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
ACTIONS BY BOARD OF DIRECTORS
AND
CONSENTING STOCKHOLDERS
GENERAL
The Company will pay all costs associated with the distribution of this Information Statement, including the costs of printing and mailing. The Company will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending this Information Statement to the beneficial owners of the Company's common stock.
The Company will only deliver one Information Statement to multiple security holders sharing an address unless we have received contrary instructions from one or more of the security holders. The Company will promptly deliver a separate copy of this Information Statement and future stockholder communication documents to any security holder at a shared address to which a single copy of this Information Statement was delivered, or deliver a single copy of this Information Statement and future stockholder communication documents to any security holder or holders sharing an address to which multiple copies are now delivered, upon written or oral request to the Company at the address listed above.
INFORMATION ON CONSENTING STOCKHOLDER
None.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED ON
None.
PROPOSALS BY SECURITY HOLDERS
None.
DISSENTERS' RIGHT OF APPRAISAL
There are no appraisal rights regarding any matter to be acted upon.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of September 17 , 2006 as to each person who is known to the Company to be the beneficial owner of more than 5% of the Company's outstanding common stock and as to the security and percentage ownership of each executive officer and director of the Company and all officers and directors of the Company as a group. Except where specifically noted, each person listed in the table has sole voting and investment power with respect to the shares listed.
| NAME | | SHARES BENEFICIALLY OWNED | | PERCENTAGE BENEFICIALLY OWNED |
| | | | | |
| Ru-Hua Song, Chairman/President | | 6,400,000 | | 78.10% |
| Pei-Kun Song, Beneficial owner | | 667,000 | | 8.14% |
NOTICE TO STOCKHOLDERS OF ACTIONS APPROVED BY CONSENTING STOCKHOLDERS
The following actions were taken based upon the unanimous recommendation of the Company's Board of Directors and the written consent of the consenting stockholder:
ACTION 1
ELECTION OF DIRECTORS
On September 17, 2007, pursuant to a written consent in lieu of a meeting of the Company's stockholders, the following persons were duly elected to the Board of Directors, in replacement of the entire prior Board:
RU-HUA SONG (age 45) -has been elected to continue to serve as a director and the Chairman of the Board of Directors, and also to serve as the President, Principal Executive Officer and Principal Financial & Accounting Officer of the Company. Mr. Song is also the President of three privately-held companies: Sooyoo Inc., located in Los Angeles, Soyodo LLC, located in San Francisco, and Coll, Inc., located in New York City. From 1992 until 2004, Mr. Song was the co-founder and Chairman of TOP Group, a Chinese conglomerate engaged in high-tech software, hardware, education and related businesses. After graduating from the University of Electronic Science and Technology of China in 1983, Mr. Song accepted a position teaching physics there, and published more than one hundred papers. Mr. Song has received many honors, including being named one of the "Ten Men of the Moment" in China's IT industry and one of the "Most Prominent Young People in China's Software Industry" in 2000, and one of China's 100 Richest Business People by Forbes in 2000, 2001, and 2002.
No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of any of the above directors.
ACTION 2
AMENDMENT OF THE CERTIFICATE OF INCORPORATION
On September 17, 2007, the Board issued a Resolution adopting and approving an Amendment to the Certificate of Incorporation of the Company, which is set forth as an Exhibit hereto, to incorporate, in one document, all prior amendments, and to set the total shares authorized to issue at 120,000,000. Please refer to Exhibit-10.1.
On September 17, 2007, the consenting stockholder issued a written consent in lieu of a meeting of the Company's stockholders whereby the Amended and Restated Certificate of Incorporation was approved.
The Amendment to the Certificate of Incorporation will become effective upon its filing with the Delaware Secretary of State. Under Federal securities laws, the Company may not file the Amendment to the Certificate of Incorporation until at least 20 days after the mailing of this Information Statement.
By order of the Board of Directors:
| | | |
| | By: | /s/ Ru-hua Song |
| |
Name: Ru-hua Song |
| | Its: Chairman |
| | |
September 17, 2007 | |
