PRELIMINARY INFORMATION STATEMENT
SCHEDULE 14C
Information Statement Pursuant to Section 14(C) of the
Securities Exchange Act of 1934
Check the appropriate box:
[X] Preliminary Information Statement (as permitted by Rule 14c-5(d)(2))
[ ] Confidential, for Use of the Commission Only
[ ] Definitive Information Statement
CHINA CABLE AND COMMUNICATION, INC.
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(Name of Registrant As Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] 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:
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2. Aggregate number of securities to which transaction applies:
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3. Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
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4. Proposed maximum aggregate value of transaction:
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5. Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check the 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:
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2. Form, Schedule or Registration Statement No.:
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3. Filing Party:
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4. Date Filed:
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CHINA CABLE AND COMMUNICATION, INC.
Suite 805, One Pacific Place,
88 Queensway, Hong Kong
Tel: (852) 2891-3130
INFORMATION STATEMENT
PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934
Approximate Date of Mailing: ______, 2003
TO THE STOCKHOLDERS OF CHINA CABLE AND COMMUNICATION, INC.:
This Information Statement is furnished by the Board of Directors (the
"Board") of China Cable and Communication, Inc. (the "Company") to inform
shareholders of the Company of the approval of a certain shareholder's actions.
This Information Statement will be mailed to holders of record of common stock,
par value $0.00001 (the "Common Stock") of the Company as of the close of
business on October 15, 2003 (the "Record Date). On that date, the Company had
outstanding and entitled to vote approximately 72,057,760 shares of its Common
Stock. Specifically, this Information Statement relates to the removal of Mr.
Jun-Tang Zhao as a director of the Company.
On October 15, 2003, a shareholder owning 48,835,776 shares of Common
Stock, or approximately 65.27% of the then issued and outstanding voting stock,
consented in writing to the matters described herein. As a result, these matters
were approved by the majority required by law and no further votes will be
needed.
NO VOTE OR OTHER ACTION OF THE COMPANY'S SHAREHOLDERS IS
REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY CARD AND YOU ARE NOT
REQUESTED TO SEND US A PROXY
INFORMATION STATEMENT
Purpose of the Information Statement
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On October 15, 2003, Mr. Jun-Tang Zhao was removed as a director of the
Company by a written consent of shareholders, signed by a shareholder owning a
majority of the Company's outstanding voting stock. This shareholder owns
48,835,776 shares of Common Stock, or approximately 65.27% of the issued and
outstanding voting stock of the Company.
Removal of a director of the Company requires approval by a majority of the
Company's outstanding shares of voting stock. One shareholder owning a majority
of the shares eligible to vote believes this action is in the best interest of
the Company and its shareholders, and it has consented in writing to the removal
of Mr. Jun-Tang Zhao. This action by this shareholder is sufficient to satisfy
the shareholder vote necessary to effect the removal of Mr. Jun-Tang Zhao.
Information Required By Schedule 14A
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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
As used in this section, the term beneficial ownership with respect to a
security is defined by Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, as consisting of sole or shared voting power (including the power to
vote or direct the vote) and/or sole or shared investment power (including the
power to dispose of or direct the disposition of) with respect to the security
through any contract, arrangement, understanding, relationship or otherwise,
subject to community property laws where applicable.
As of September 30, 2003, the Company had a total of approximately
72,057,760 shares of Common Stock issued, outstanding and entitled to vote, and
2,758,621 shares of 8% Convertible Preferred Stock (the "Preferred Stock")
issued, outstanding and entitled to vote, which are the only issued and
outstanding voting equity securities of the Company.
The following table sets forth, as of September 30, 2003: (a) the names and
addresses of each beneficial owner of more than five percent (5%) of the
Company's Common Stock and/or Preferred Stock known to the Company, the number
of shares of Common Stock or Preferred Stock beneficially owned by each such
person, and the percent of the Company's Common Stock and Preferred Stock so
owned; and (b) the names and addresses of each director and executive officer,
the number of shares of Common Stock and Preferred Stock beneficially owned, and
the percentage of the Company's Common Stock and Preferred Stock so owned, by
each such person, and by all directors and executive officers of the Company as
a group. Each person has sole voting and investment power with respect to the
shares of Common Stock and Preferred Stock, except as otherwise indicated.
Beneficial ownership consists of a direct interest in the shares of Common Stock
or Preferred Stock, except as otherwise indicated.
Percentage
Ownership of
Total Percentage Common Stock
Number Percentage Total Number Ownership and Preferred
of Shares Ownership of Shares of of Stock on an
Title of Common of Common Preferred Preferred As-Converted
of Class Name, Address and Title Stock Stock Stock Stock Basis
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Common Stock Raymond Ying-Wai Kwan 58,000 0.08% -0- -0- 0.08%
CEO and Director
One Pacific Place
Suite 805
88 Queensway
Hong Kong
Common Stock Yau-Sing Tang 1,380,000 1.92% -0- -0- 1.84%
Chairman and CFO
One Pacific Place
Suite 805
88 Queensway
Hong Kong
Common Stock Jun-Tang Zhao 1,000,000 1.39% -0- -0- 1.34%
Director
22nd Floor, Morrison
Commercial Building, 31
Morrison Hill Road,
Wanchai, Hong Kong
Common Stock George Raney 28,000 0.04% -0- -0- 0.04%
Director
8400 Pershing Drive, Playa
Del Rey, California, USA
Common Stock Zhang Daxing 48,835,776(1) 67.78% -0- -0- 65.27%(1)
Director
Room 807 Block B, Jin Xiu
Yuan Gong Yu, Chao Yan
Beijing, PRC
Common Stock Kai-Jun Yang 0 0% -0- -0- 0%
Director
20/F, Yu Hai Yuan, 5 Li,
Fu Shi Lu, Haidian,
Beijing, PRC
Common Stock Hong-Tao Li 0 0% -0- -0- 0%
Director
20-13-4, Beijing Shi Fan
Xue Yuan, Haidian,
Beijing, PRC
Common Stock All Directors and 51,301,776(2) 71.20% -0- -0- 68.57%(2)
Executive Officers (7
persons) Other 5% or Greater Owners:
Common Stock Kingston Global Co., Ltd. 48,835,776(1) 67.78% -0- -0- 65.27%(1)
22/F Morrison Commercial
Building
31 Morrison Hill Road
Wanchai, Hong Kong
Percentage
Ownership of
Total Percentage Common Stock
Number Percentage Total Number Ownership and Preferred
of Shares Ownership of Shares of of Stock on an
Title of Common of Common Preferred Preferred As-Converted
of Class Name, Address and Title Stock Stock Stock Stock Basis
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Preferred Gryphon Management 0 0% 2,758,621(3) 100% 3.69%(3)
Stock Partners, L.P.,
100 Crescent Court
Suite 270
Dallas, TX 75201
Total of All Directors and 51,301,776(4) 71.20% 2,758,621 100% 72.26%(4)
Executive Officers and 5%
or Greater Owners
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(1) Kingston is a company organized under the laws of the British Virgin
Islands and is a wholly-owned subsidiary of CCCL, a Bermuda corporation
listed on the Australian Stock Exchange. The majority owner of CCCL is Best
Fortune Capital Limited ("BFCL"), a corporation organized under the laws of
the British Virgin Islands. BFCL is beneficially and wholly owned by Mr.
Zhang Daxing, Chairman of the Board of Directors of CCCL and a Director of
the Company. As a result, Mr. Zhang Daxing will be deemed to beneficially
own the Kingston shares.
(2) Includes Footnote (1).
(3) Gryphon Management Partners, L.P. is a limited partnership organized under
the laws of Bermuda. Gryphon beneficially owns 4.20% shares of Common
Stock, consisting of 2,758,621 shares underlying Preferred Stock, currently
convertible into 2,758,621 shares of Common Stock at a price per share of
$1.45 and 827,586 shares underlying Warrants to purchase 827,586 shares of
Common Stock at an exercise price per share of $2.18 until September 24,
2008.
(4) Includes Footnotes (1)-(3).
MANAGEMENT
The following table and text set forth the names and ages of all directors
and executive officers of the Company as of October 15, 2003. The Board of
Directors is comprised of only one class. All of the directors serve until the
next annual meeting of stockholders and until their successors are elected and
qualified, or until their earlier death, retirement, resignation or removal.
Name Age Position(s)
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Raymond Ying-Wai Kwan, 40 Chief Executive Officer, Director
Yau-Sing Tang 42 Chairman of the Board, Chief Financial Officer
Jun-Tang Zhao 40 Director
George Raney 44 Director
Zhang Daxing 47 Director
Kai-Jun Yang 48 Director
Hong-Tao Li 35 Director
Effective twenty days after the mailing of this Information Statement to
the shareholders of the Company, Mr. Jun-Tang Zhao will no longer serve as a
director of the Company.
Interest of Certain Persons in or Opposition to Matters to Be Acted Upon
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As of October 15, 2003, Kingston Global Co., Ltd. ("Kingston") owned
approximately 67.78% of our Company's issued Common Stock. Kingston is a wholly
owned subsidiary of China Convergent Corporation Limited ("CCCL"), which in turn
is approximately 50% owned through Best Fortune Capital, Limited ("BFCL"). Mr.
Zhang Daxing, a Director of the Company and Chairman of the Board of Directors
of CCCL, owns 100% of BFCL and, therefore, is deemed to beneficially own the
shares of stock owned by Kingston.
Delivery of Documents to Security Holders Sharing an Address
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Only one Information Statement will be delivered to two or more of its
shareholders who share an address, unless the Company has received contrary
instructions from one or more of such shareholders. The Company will promptly
deliver a separate copy of the Information Statement to a shareholder at a
shared address to which a single copy of the Information Statement was delivered
if a shareholder so requests by contacting the following person: Mr. Ray Kwan,
at Suite 805, One Pacific Place, 88 Queensway, Hong Kong Tel: (852) 2591 1221.
In the event that a shareholder wishes to receive a separate annual report,
proxy statement, or in the event that shareholders sharing an address wish to
receive a single copy of the annual report, proxy statement or information
statement, they can do so by contacting the person referenced above.
By Order of the Board of Directors
Dated: October 21, 2003 /s/ Kai-Jun Yang
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Kai-Jun Yang