UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
Information Statement Pursuant to Section 14 (c)
of the Securities Exchange Act of 1934 (Amendment No.)
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o Preliminary Information Statement | o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5 (d)(2)) |
x Definitive Information Statement |
China Eco-Hospitality Operations, Inc.
(Name of Registrant As Specified In Charter)
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CHINA ECO HOSPITALITY OPERATIONS, INC.
Room 405, 4/F., Wing Ming Industrial Centre
15 Cheung Yue Street, Cheung Sha Wan,
Kowloon, Hong Kong
INFORMATION STATEMENT
(Definitive)
September 4, 2009
NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT
To the Holders of Common Stock of China Eco-Hospitality Operations, Inc.:
The Information Statement has been filed with the Securities and Exchange Commission and is being furnished, pursuant to Section 14C of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to the stockholders of our common stock, par value $0.00001 per share (the “common Stock”), a Delaware corporation, to notify such stockholders that that we have received written consent of our majority stockholder holding the voting rights equivalent to 82.84% of the outstanding shares of our common stock authorizing the amendment to our certificate of incorporation (the “Certificate of Incorporation”) to change our company name from China Eco-Hospitality Operations, Inc. to China Green, Inc. (the “Name Change”).
On August 21, 2009, our board of directors approved the Name Change (the “Name Change”), subject to stockholder approval. The majority stockholder approved the Name Change by written consent in lieu of a special meeting on August 20, 2009 in accordance with the Delaware General Corporation Law.
Pursuant to Section 242(b) (1) of the Delaware General Corporation Law, and our Certificate of Incorporation and By-Laws, the action to change corporate name may be taken by the written consent of the majority stockholder in lieu of a special meeting. Accordingly, the Name Change by our board of directors and written consent of our majority stockholder are sufficient under the Delaware Corporate Corporation Law, our Certificate of Incorporation, and our by-laws (the “By-Laws”). Accordingly, your consent is not required, and is not being solicited in connection with the approval of the Action.
Pursuant to Rule 14c-2 under the Exchange Act, the Action will not be implemented until at least twenty (20) calendar days after the mailing of the Definitive Information Statement to our stockholders.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
We will first mail this Information Statement to stockholders on or about September 4, 2009.
August 25, 2009
| By Order of the Board of Directors of China Eco-Hospitality Operations, Inc. | |
| By: | /s/ Tai Chi Yip |
| Chief Executive Officer | |
| Tai Chi Yip | |
RECOMMENDATION OF THE BOARD OF DIRECTORS
Our board of directors (the “Board”) believes that our stockholders will benefit from our change of corporate name to China Green, Inc. Effective August 13, 2009, we entered into a share exchange and stock purchase agreement (the “Share Exchange and Stock Purchase Agreement”) with Glorious Pie Limited. (the “Glorious Pie”), the shareholder of Glorious Pie, and the representative of our investors in our private offering closed simultaneously with the share exchange transaction (the “Share Exchange”) contemplated under the Share Exchange and Stock Purchase Agreement in reliance upon Regulation S promulgated under the Securities Act of 1933, as amended (the “Securities Act”) . As a result of the consummation of the Share Exchange, Glorious Pie became our wholly-owned subsidiary, and we will operate our business through Glorious Pie.
Because Glorious Pie is specialized on providing greenery services to greenery construction projects in China, including, but not limited to, design advice, trading and quality control service of seed, provision of seedling and performance arrangement of greenery engineering and plantation, it was our Board’s opinion that the new corporate name China Green, Inc. can effectively reflect our current business operations and will better position us to gain financing in the future in order to grow our business and provide our stockholders with the greatest potential return in their investment.
Our Board approved the change of corporate name on August 21, 2009, and our stockholder holding a majority of our outstanding voting capital stock approved the Name Change on August 21, 2009.
GENERAL INFORMATION
This Information Statement is being mailed or otherwise furnished to our stockholders by the Board to notify the Name Change that the holder of a majority of our outstanding voting stock have approved by written consent in lieu of a special meeting.
No Appraisal Rights
Under the Delaware General Corporation Law, dissenting shareholders will not have rights to appraisal in connection with the Name Change discussed in this Information Statement.
Proxies
No proxies are being solicited.
Information Statement Costs
The cost of delivering this Information Statement, including the preparation, assembly and mailing of the Information Statement, as well as the cost of forwarding this material to the beneficial owners of our capital stock will be borne by us. We may reimburse brokerage firms and others for expenses in forwarding Information Statement materials to the beneficial owners of our capital stock.
Householding of Information Statement
Some banks, brokers and other nominee record holders may be participating in the practice of “householding” information statements. This means that only one copy of our information statement may have been sent to multiple stockholders in each household. We will promptly deliver a separate copy of either document to any stockholder upon written or oral request to China Eco-Hospitality Operations, Inc. Any stockholder who wants to receive separate copies of our Information Statement in the future, or any stockholder who is receiving multiple copies and would like to receive only one copy per household, should contact the stockholder’s bank, broker, or other nominee record holder, or the stockholder may contact us at the above address.
Shareholders Entitled to Vote
As of August 21, 2009, 12,500,000 shares of our common stock were issued and outstanding at the time of the Name Change. No other class of stock or other shares were outstanding as of that date.
Each share of our common stock is entitled to one vote on all matters submitted to the holders of our common stock for their approval. The consent of the holders of a majority of the outstanding shares of our common stock was necessary to authorize the Name Change.
This Information Statement contains a brief summary of the material aspects of the actions approved by the Board and the holders of the majority of the outstanding voting capital stock of the Company.
AMENDMENT OF CERTIFICATE OF INCORPORATION TO CHANGE THE CORPORATE NAME
On August 21, our Board and on August 21, 2009, our stockholder owning a majority of our voting securities approved a resolution authorizing us to amend the Certificate of Incorporation to change our corporate name to China Green, In.. The Board believes that the name change better reflects the nature of our current and anticipated business operations because with the closing of the share exchange transaction by and among us and Glorious Pie on August 21, 2009. Pursuant to the Share Exchange, we will operate our business through Glorious Pie, a company specialized on providing greenery services to greenery construction projects in China
This name change will be effective 20 days following the mailing to stockholders of the notice provided by the Definitive Information Statement, or as soon thereafter as practicable.
ADDITIONAL INFORMATION
We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance therewith files reports, proxy statements and other information including annual and quarterly reports on Form 10-K and 10-Q (the “1934 Act Filings”) with the Securities and Exchange Commission (the “Commission”). Reports and other information filed by us can be inspected and copied at the public reference facilities maintained at the Commission at Room 1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such material can be obtained upon written request addressed to the Commission, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission maintains a web site on the Internet (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the Commission through the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”).
The following documents as filed with the Commission by us are incorporated herein by reference:
| 1. | Quarterly Reports on Form 10-Q for the quarter ended April 30, 2009 and January 31, 2009. |
OUTSTANDING VOTING SECURITIES
As of the date of the written consent by the stockholders holding a majority of our voting securities on August 21, 2009, we had 12,500,000 shares of our common stock issued and outstanding, and there were no shares of preferred stock issued and outstanding. Each share of outstanding common stock is entitled to one vote on matters submitted for Stockholder approval.
On August 21, 2009, the holder of 10,355,000 shares (or approximately 82.84% of the 12,500,000 shares of common stock then outstanding) executed and delivered to us a written consent approving the Name Change. Pursuant to Section 242(b) (1) of the Delaware General Corporation Law, unless otherwise provided in our Certificate of Incorporation, the written consent of a majority of the outstanding stock entitled to vote in lieu of special meeting shall be sufficient for the approval of the Name Change. Since the Name Change has been approved by the majority stockholders, no proxies are being solicited with this Information Statement.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following information table sets forth certain information regarding the Company’s common stock owned on August 21, 2009 by (i) each who is known by the Company to own beneficially more than 5% of its outstanding Common Stock, (ii) each director and officer, and (iii) all officers and directors as a group:
| Name | Number of Shares Beneficially Owned | Percent of Shares (1) | ||||||
| Tai Chi Yip (2) | 10,355,000 | 82.84 | % | |||||
Wong Pak Fai, Phillip | 625,000 | 5.00 | % | |||||
| Officer and Directors as a Group | 10,355,000 | 82.84 | % | |||||
| (1) | Based upon 12,500,000 shares of common stock issued and outstanding as of August 21, 2009 |
| (2) | Mr. Tai is our sole officer and director as of August 21, 2009 |
DISSENTER’S RIGHTS OF APPRAISAL
The stockholders have no right under the Delaware General Corporation Law, Certificate of Incorporation consistent with above or By-Laws to dissent from any of the provisions adopted,
EFFECTIVE DATE OF NAME CHANGE
Pursuant to Rule 14c-2 under the Exchange Act, this reverse split shall not be effective until a date at least twenty (20) days after the date on which the Definitive Information Statement has been mailed to the Stockholders. The Company anticipates that the actions contemplated hereby will be effected on or about the close of business on September 24, 2009, or as soon thereafter and is practicable.
By Order of the Board of Directors |
| /s/ Tai Chi Yip |
Tai Chi Yip Chief Executive Officer & Director |