China Green Energy Industries (CGRE) Inactive
Filed: 12 Aug 10, 12:00am
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934
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| [__] Preliminary Information Statement | [_] Confidential, For Use of the Commission only |
| (as permitted by Rule 14c-5(d)(2)) | |
| [ X ] Definitive Information Statement |
TRADEON INC.
(Name of Registrant as Specified in Its Charter)
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| TRADEON INC. |
| Jingsu Wujing Lijia Industrial Park |
| Lijia Town |
| Wujin District, Changzhou City |
| Jiangsu Province 213176 |
| People’s Republic of China |
| INFORMATION STATEMENT |
| WE ARE NOT ASKING YOU FOR A PROXY AND |
| YOU ARE REQUESTED NOT TO SEND US A PROXY |
This Information Statement is first being mailed on or about August 13, 2010 to the holders of record of the outstanding common stock, $0.0001 par value per share (the “Common Stock”), of TradeOn Inc., a Nevada corporation (the “Company”), as of the close of business on July 30, 2010 (the “Record Date”), pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This Information Statement relates to a written consent in lieu of a meeting, dated July 30, 2010 (the “Written Consent”) of a stockholder owning at least a majority of the outstanding shares of Common Stock of the Company as of the Record Date (the “Majority Stockholder”). Except as otherwise indicated by the context, references in this Information Statement to “Company,” “we,” “us,” or “our” are references to TradeOn Inc.
The Written Consent authorized and approved a Certificate of Amendment of our Articles of Incorporation (the “Certificate of Amendment”) to change our name to “China Green Energy Industries, Inc.” A copy of the Certificate of Amendment is attached to this Information Statement asAppendix A.
The Written Consent constitutes the consent of a majority of the total number of shares of outstanding Common Stock and is sufficient under Chapter 78 of the Nevada Revised Statutes and our Bylaws to approve the Certificate of Amendment. Accordingly, the Certificate of Amendment is not presently being submitted to our other stockholders for a vote. The action by Written Consent will become effective when the Company files the Certificate of Amendment with the Nevada Secretary of State.
PLEASE NOTE THAT THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS MEETING WILL BE HELD TO CONSIDER THE MATTERS DESCRIBED HEREIN. THIS INFORMATION STATEMENT IS BEING FURNISHED TO YOU SOLELY FOR THE PURPOSE OF INFORMING STOCKHOLDERS OF THE MATTERS DESCRIBED HEREIN PURSUANT TO SECTION 14(C) OF THE EXCHANGE ACT AND THE REGULATIONS PROMULGATED THEREUNDER, INCLUDING REGULATION 14C.
By Order of the Board of Directors,
| /s/ Jianliang Shi | |
| Jianliang Shi | |
| Chairman of the Board of Directors |
GENERAL INFORMATION
This Information Statement is being first mailed on or about August 13, 2010 to stockholders of the Company by the Board of Directors to provide material information regarding corporate actions that have been approved by the Written Consent of the Majority Stockholder.
Only one copy of this Information Statement is being delivered to two or more stockholders who share an address unless we have received contrary instruction from one or more of such stockholders. We will promptly deliver, upon written or oral request, a separate copy of the Information Statement to a security holder at a shared address to which a single copy of the document was delivered. If you would like to request additional copies of the Information Statement, or if in the future you would like to receive multiple copies of information statements or proxy statements, or annual reports, or, if you are currently receiving multiple copies of these documents and would, in the future, like to receive only a single copy, please so instruct us by writing to the corporate secretary at the Company’s executive offices at the address specified above.
PLEASE NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF THE AMENDMENT OF OUR ARTICLES OF INCORPORATION.
The entire cost of furnishing this Information Statement will be borne by the Company. We will request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of the Common Stock held of record by them.
AUTHORIZATION BY THE BOARD OF DIRECTORS
AND THE MAJORITY STOCKHOLDER
Under the Nevada Revised Statutes and the Company’s Bylaws, any action that can be taken at an annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if the holders of outstanding stock having not less than the minimum number of votes that will be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted consent to such action in writing. The approval of the Certificate of Amendment requires the affirmative vote or written consent of a majority of the issued and outstanding shares of Common Stock. Each Stockholder is entitled to one vote per share of Common Stock held of record on any matter which may properly come before the stockholders.
On the Record Date, we had 23,529,411 shares of Common Stock issued and outstanding with the holders thereof being entitled to cast one vote per share.
On July 30, 2010, our Board of Directors unanimously adopted resolutions approving the Certificate of Amendment and recommended that our stockholders approve the Certificate of Amendment as set forth inAppendix A. In connection with the adoption of these resolutions, our Board of Directors elected to seek the written consent of the holders of a majority of our outstanding shares in order to reduce associated costs and implement the proposals in a timely manner.
Our Board of Directors has determined that the change of our name to “China Green Energy Industries, Inc.” is in the best interest of our stockholders and will more accurately reflect, and allow us to engage in, our new business operations as described in our Current Report on Form 8-K filed on June 11, 2010.
CONSENTING STOCKHOLDERS
On the Record Date, Best Green Energy Industries Limited, being the record holder of 20,734,531 shares of our Common Stock, constituting 88.1% of our issued and outstanding our Common Stock, the sole class of our voting securities, on the Record Date consented in writing to the Certificate of Amendment.
Accordingly, we have obtained all necessary corporate approvals in connection with the Certificate of Amendment. We are not seeking written consent from any other stockholder, and the other stockholders will not be given an opportunity to vote with respect to the actions described in this Information Statement. All necessary corporate approvals have been obtained. This Information Statement is furnished solely for the purposes of advising stockholders of the action taken by written consent and giving stockholders notice of such actions taken as required by the Exchange Act.
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As the action taken by the Majority Stockholder was by written consent, there will be no security holders’ meeting and representatives of the principal accountants for the current year and for the most recently completed fiscal year will not have the opportunity to make a statement if they desire to do so and will not be available to respond to appropriate questions from our stockholders.
We will, when permissible following the expiration of the 20 day period mandated by Rule 14c of the Exchange Act and the provisions of the Nevada Revised Statutes, file the Certificate of Amendment with the Nevada Secretary of State’s Office. The Certificate of Amendment will become effective upon such filing and we anticipate that such filing will occur approximately 20 days after this Information Statement is first mailed to our stockholders.
DESCRIPTION OF THE COMPANY’S CAPITAL STOCK
Our authorized capital currently consists of 100,000,000 shares of Common Stock and 50,000,000 shares of preferred stock, $0.0001 par value per share (the “Preferred Stock”). Each share of Common Stock entitles its record holder to one (1) vote per share. Holders of our Common Stock do not have cumulative voting, conversion, redemption rights or preemptive rights to acquire additional shares. Our Board of Directors is authorized, subject to limits imposed by relevant Nevada laws, to issue shares of Preferred Stock in one or more classes or series within a class upon authority of the Board of Directors without further stockholder approval. Any Preferred Stock issued in the future may rank senior to the Common Stock with respect to the payment of dividends or amounts upon liquidation, dissolution or winding up of the Company, or both. In addition, any such shares of Preferred Stock may have class or series voting rights.
At the close of business on the Record Date, we had 23,529,411 shares of Common Stock issued and outstanding and no shares of Preferred Stock issued and outstanding.
AMENDMENT OF OUR ARTICLES OF INCORPORATION
Our current Articles of Incorporation states that the name of the Company is “TradeOn Inc.” On July 30, 2010, our Board of Directors unanimously approved, subject to receiving the approval of the holders of a majority of our outstanding capital stock, an amendment to our Articles of Incorporation to change our name to “China Green Energy Industries, Inc.” The Majority Stockholder approved the Certificate of Amendment pursuant to a Written Consent dated as of July 30, 2010. The proposed Certificate of Amendment is attached hereto asAppendix A.
The Certificate of Amendment effecting the name change will become effective following filing with the Secretary of State of the State of Nevada, which will occur promptly following the 20th day after the mailing of this Information Statement to our stockholders as of the Record Date.
The change of our name to “China Green Energy Industries, Inc.” is in the best interest of our stockholders and will more accurately reflect, and allow us to engage in, our new business operations as described in our Current Report on Form 8-K filed on June 11, 2010.
DISSENTER’S RIGHTS
Under Nevada law, holders of our Common Stock are not entitled to dissenter’s rights of appraisal with respect to the proposed amendment to our Articles of Incorporation and the adoption of the Certificate of Amendment.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth information regarding beneficial ownership of our voting stock as of the Record Date (i) by each person who is known by us to beneficially own more than 5% of each class our voting stock; (ii) by each of our officers and directors; and (iii) by all of our officers and directors as a group.
Unless otherwise specified, the address of each of the persons set forth below is in care of Jiangsu Best Electrical Appliances Co., Ltd. at Jingsu Wujing Lijia Industrial Park, Lijia Town, Wujin District, Changzhou City, Jiangsu Province 213176, People’s Republic of China.
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Name and Address of Beneficial Owner | Office, If Any | Title of Class | Amount and Nature of Beneficial Ownership(1) | Percent of Class(2) |
| Officers and Directors | ||||
| Jianliang Shi | Chairman and Chief Executive Officer | Common stock, par value $0.0001 | 0 | * |
| Jianfeng Xu | Chief Financial Officer | Common stock, par value $0.0001 | 0 | * |
| Zhengxing Shangguan | Executive Vice President | Common stock, par value $0.0001 | 0 | * |
| Haifeng Lu | Director | Common stock, par value $0.0001 | 0 | * |
| All officers and directors as a group (4 persons named above) | Common stock, par value $0.0001 | 0 | * | |
| 5% Security Holders | ||||
| Best Green Investments Limited | Common stock, par value $0.0001 | 20,734,531 | 88.1% | |
| Marsel Gilyazov | Common stock, par value $0.0001 | 20,734,531(3) | 88.1% | |
* Less than 1%
| (1) | Beneficial Ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Each of the beneficial owners listed above has direct ownership of and sole voting power and investment power with respect to the shares of our common stock. |
| (2) | A total of 23,529,411 shares of our Common Stock are considered to be outstanding pursuant to SEC Rule 13d-3(d)(1) as of May 13, 2010. For each beneficial owner above, any options exercisable within 60 days have been included in the denominator. |
| (3) | Represents 20,734,531 shares that are indirectly held by Mr. Gilyazov, through Best Green Investments Limited, a BVI company owned and controlled by him. The shares held by Best Green Investments Limited are subject to an option agreement, which gives our Chairman and Chief Executive Officer, Mr. Jianliang Shi, and his wife Xueqin Wang an option to acquire 51% and 49% equity interest of Best Green Investments Limited, respectively. |
CHANGES TO OUR BUSINESS AND CHANGE OF CONTROL
We were a development stage company that was incorporated under the laws of the state of Nevada on December 7, 2007. We were planning to develop and commercialize a mobile price comparison service for use by the general public. Our service would have enabled consumers while out shopping in a store to compare or look up prices of a certain product by sending a text message from their cell phone to our TradeOnSMS system. Our business never materialized and we became inactive until we completed the reverse acquisition transaction described below.
On June 9, 2010, we completed a reverse acquisition transaction through a share exchange with Best Green Energy Industries Limited, a British Virgin Islands company (“Best Green BVI”), and its sole shareholder, whereby we acquired 100% of the issued and outstanding capital stock of Best Green BVI in exchange for 20,734,531 shares of our Common Stock. In connection with the reverse acquisition transaction, on June 9, 2010, we also entered into a cancellation agreement with Mr. Haifeng Lu, whereby Mr. Lu agreed to the cancellation of 4,000,000 shares of our Common Stock owned by him. As a result of these transactions, Best Green BVI became our wholly-owned subsidiary and the former shareholder of Best Green BVI became the owner of approximately 88.1% of our issued and outstanding Common Stock, resulting in a change of control of the Company.
Upon the closing of the reverse acquisition on June 9, 2010, Mr. Haifeng Lu, our sole director and officer, submitted a resignation letter pursuant to which he resigned from all offices that he held effective immediately and from his position as our director that will become effective on the tenth day following our mailing of an information statement complying with the requirements of Section 14f-1 of the Exchange Act (the “Information Statement”) to our stockholders, which was mailed on or about August 2, 2010. On the same date, our Board of Directors increased its size from one to two members and appointed Messrs. Jianliang Shi and Zhengxing Shangguan,to fill the vacancies created by such increase and Mr. Lu’s resignation. Mr. Shi’s appointment became effective upon the closing of the reverse acquisition on June 9, 2010, while Mr. Lu’s resignation and the appointment of Mr. Shangguan will become effective on the tenth day following our mailing of the Information Statement to our stockholders. In addition, our executive officers were replaced by Best Green BVI’s executive officers upon the closing of the reverse acquisition.
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As a result of the reverse acquisition of Best Green BVI, we assumed the business operations and strategy of Best Green BVI and its Chinese subsidiary and entered into a new business. We now manufacture and distribute clean technology-based consumer products. We also manufacture and distribute network and HDMI cables. Our products consist of light electric vehicles and cryogen-free refrigerators. We sell some of our products under our own brand name of “BEST” and the balance of our products as an original equipment manufacturer for other companies, who are our customers.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other information with the SEC. The periodic reports and other information we have filed with the SEC, may be inspected and copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington DC 20549. You may obtain information as to the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a Web site that contains reports, proxy statements and other information about issuers, like the Company, who file electronically with the SEC. The address of that site is www.sec.gov. Copies of these documents may also be obtained by writing our secretary at the address specified above.
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