DEFINITIVE INFORMATION STATEMENT
SCHEDULE 14C
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
Check the appropriate box:
[ ] Preliminary Information Statement (as permitted by Rule 14c-5(d)(2))
[ ] Confidential, for Use of the Commission Only
[X] 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: November 21, 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
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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 a shareholder, signed by a shareholder owning a
majority of the Company's outstanding voting stock. On October 15, 2003, this
shareholder owned 48,835,776 shares of Common Stock, or approximately 65.27% of
the then 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 October 28, 2003, the Company had a total of approximately 72,169,760
shares of Common Stock issued and outstanding, and 2,758,621 shares of Preferred
Stock outstanding, which are the only issued and outstanding voting equity
securities of the Company.
The following table sets forth, as of October 28, 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.
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Percentage
Total Total Ownership of
Number Number Common Stock
of Percentage of Percentage and
Shares Ownership Shares Ownership Preferred
of of of of Stock on an
Common Common Preferred Preferred As-Converted
Name, Address and Title Stock Stock Stock Stock Basis
----------------------- ----- ----- ----- ----- -----
Raymond Ying-Wai Kwan 106,000(1) 0.15%(1) -0- -0- 0.14%(1)
CEO and Director
One Pacific Place, Suite 805
88 Queensway
Hong Kong
Yau-Sing Tang 1,500,000(2) 2.07%(2) -0- -0- 2.00%(2)
President and CFO
One Pacific Place, Suite 805
88 Queensway
Hong Kong
Jun-Tang Zhao 1,000,000 1.39% -0- -0- 1.33%
Director
22nd Floor, Morrison Commercial Building
31 Morrison Hill Road
Wanchai, Hong Kong
George Raney 65,000(3) 0.09%(3) -0- -0- 0.09%(3)
Director and Senior Vice President of
Corporate Development
8400 Pershing Drive
Playa Del Rey, California, USA
Da-Xiang Zhang 48,835,776(4) 67.67%(4) -0- -0- 65.18%(4)
Deputy Chairman of the Board
Room 807 Block B
Jin Xiu Yuan Gong Yu
Chao Yan Beijing, PRC
Kai-Jun Yang -0- 0% -0- -0- 0%
Chairman of the Board
20/F, Yu Hai Yuan
5 Li, Fu Shi Lu
Haidian, Beijing, PRC
Hong-Tao Li -0- 0% -0- -0- 0%
Director, Chief Operating Officer and Vice
President of Project Development
20-13-4, Beijing Shi Fan Xue Yuan
Haidian, Beijing, PRC
Yong-Xiang Chen -0- 0% -0- -0- 0%
Director
No. 9, 18th Floor
Shou Du Yuan Haidian
Beijing, PRC
All Directors and Executive Officers 51,506,776(5) 71.08% -0- -0- 68.65%(5)
(8 persons)
Other 5% or Greater Owners:
Kingston Global Co., Ltd. 48,835,776(4) 67.67%(4) -0- -0- 65.18%(4)
22/F Morrison Commercial Building
31 Morrison Hill Road
Wanchai, Hong Kong
Gryphon Master Fund, L.P., 3,586,207(6) 4.73%(6) 2,758,621(6) 100% 4.73%(6)
500 Crescent Court, Suite 270
Dallas, TX 75201
Total of All Directors and Executive 55,097,983(7) 72.45%(7) 2,758,621(7) 100% 70.08%(7)
Officers and 5% or Greater Owners
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(1) Includes 82,000 shares owned by Mr. Kwan. Also includes 24,000 shares
issuable during the next sixty days pursuant to a Director's Compensation
Agreement by and between the Company and Mr. Kwan dated February 28, 2003,
pursuant to which the Company will issue 12,000 shares of Common Stock to
Mr. Kwan each month, in consideration for services rendered, until
February, 2005.
(2) Includes 1,440,000 shares owned by Mr. Tang. Also includes 60,000 shares
issuable during the next sixty days pursuant to a Director's Compensation
Agreement by and between the Company and Mr. Tang dated February 28, 2003,
pursuant to which the Company will issue 30,000 shares of Common Stock to
Mr. Tang each month, in consideration for services rendered, until
February, 2005.
(3) Includes 51,000 shares owned by Mr. Raney. Also includes 14,000 shares
issuable during the next sixty days pursuant to a Director's Compensation
Agreement by and between the Company and Mr. Raney dated February 28, 2003,
pursuant to which the Company will issue 7,000 shares of Common Stock to
Mr. Raney each month, in consideration for services rendered, until
February, 2005.
(4) 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.
Da-Xiang Zhang, Chairman of the Board of Directors of CCCL and a Director
of the Company. As a result, Mr. Da-Xiang Zhang will be deemed to
beneficially own the Kingston shares.
(5) Includes Footnotes (1)-(4).
(6) Gryphon Master Fund, L.P. is a limited partnership organized under the laws
of Bermuda. Gryphon beneficially owns 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 25, 2008.
(7) Includes Footnotes (1) - (6).
MANAGEMENT
The following table and text set forth the names and ages of all directors
and executive officers of the Company as of October 28, 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.
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Name Age Position(s)
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Raymond Ying-Wai Kwan 39 Chief Executive Officer, Director
Yau-Sing Tang 41 Chairman of the Board, Chief Financial Officer
Jun-Tang Zhao 39 Director
George Raney 43 Director
Da-Xiang Zhang 46 Director
Kai-Jun Yang 46 Director
Hong-Tao Li 34 Director
Yong-Xiang Chen 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 67.27% of our Company's issued and outstanding voting 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. Da-Xiang Zhang, 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 the
Company's 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, Telephone:
(852) 2591-1221, Facsimile: (852) 2831-0980. 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: November 21, 2003 /s/ Yau-Sing Tang
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Yau-Sing Tang
President and Chief Financial Officer
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