SCHEDULE 14A INFORMATION
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Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant toss.240.14a-12
DIGITAL VILLAGE WORLD TECHNOLOGIES INC.
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(Name of Registrant as Specified In Its Charter)
Board of Directors - Digital Village World Technologies Inc.
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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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 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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Filing Party:
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Date Filed:
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DIGITAL VILLAGE WORLD TECHNOLOGIES INC.
Unit #10, 8980 Fraserwood Court, Burnaby,
British Columbia, Canada V5J 5H7
PROXY STATEMENT
For a Special Extraordinary Meeting of Shareholders
to be held on September 5, 2002
This Proxy Statement and the accompanying proxy are furnished to the
shareholders of Digital Village World Technologies Inc. (the "Company") in
connection with the solicitation of proxies by the Board of Directors for use at
an extraordinary special Meeting of Shareholders (the "Meeting"). The Meeting
will be held on Friday, September 5th, 2002, beginning at 10:30 am at the
Company's headquarters, located at Unit #10, 8980 Fraserwood Court, Burnaby,
British Columbia, Canada V5J 5H7. The Notice of Extraordinary Meeting, this
Proxy Statement and the enclosed proxy were initially mailed to the shareholders
on or about August 23, 2002. The enclosed proxy is being solicited by the Board
of Directors of the Company.
The Company is paying all costs of preparing, assembling and mailing this Proxy
Statement. The Company has made arrangements to forward copies of proxy
materials to brokerage houses, custodians, nominees and fiduciaries for
forwarding of proxy soliciting material to the beneficial owners of the Common
Stock of the Company at the Company's expense. In addition to the solicitation
of proxies by mail, some of the officers, directors and regular employees of the
Company may without additional compensation solicit proxies by telephone or
personal interview. The Company will bear the costs of these solicitations.
Voting and Revocability of Proxies
Shareholders are encouraged to complete the enclosed proxy and return it to the
Company as soon as possible. Any person who completes the enclosed proxy may
revoke it at any time prior to its exercise by delivering to the Secretary of
the Company either a signed statement revoking the proxy or a properly executed
proxy bearing a later date. A shareholder may also revoke a proxy by attending
the Meeting and voting his or her shares personally. Proxies that have been
properly dated, signed and returned will be voted in accordance with the
instructions given by the shareholder. If a proxy is signed and returned but no
voting instructions are given, each valid proxy will be voted FOR ratification
of the acquisition of the Business Assets of Beijing Super Energy Yu Heng
Technology Developments Co. Ltd. and the change of the Company's business and
FOR those director nominees presented by the Board of Directors and FOR Approval
of the Company's Annual Financial Statements of December 31, 2001 and FOR the
change of name to Super Energy Investments Corporation. Should any other
business properly come before the Meeting, the person or persons named as the
proxy shall be allowed to vote on such matter as that person or those persons
determine in his, her or their sole discretion.
Abstentions will be counted as shares present or represented and entitled to
vote for the purposes of determining whether a quorum exists at the Meeting.
Broker non-votes are deemed to be not present for the purposes of determining
whether a quorum exists.
Shareholders of record as of the close of business on August 15, 2002 are
entitled to notice of the Meeting and to vote in person or by proxy. The Common
Stock of the Company (the "Common Stock") is the only class of outstanding
securities entitled to vote at the Meeting. As of the close of business on
August 15, 2002, there were 12,906,000 shares of Common Stock outstanding and
entitled to vote. The presence of a majority of the outstanding shares of Common
Stock, either in person or by proxy, will constitute a quorum at the Meeting.
PROPOSAL NUMBER 1
RATIFICATION OF ACQUISITION OF THE BUSINESS ASSETS OF BEIJING SUPER ENERGY YU
HENG TECHNOLOGY DEVELOPMENTS CO. LTD. AND CHANGE OF BUSINESS
The Company has entered into an Asset Purchase Agreement ("Agreement") with
Beijing Super Energy Yu Heng Technology Developments Co. Ltd. ("Seller") of
Beijing, China through which the Company will acquire all of its assets
(Assets). The transaction has been approved by shareholders owning a majority
of the outstanding shares of the Company. Seller has developed and
commercialized certain medical applications for its proprietary film technology
with immediate use in devices such as IV sets ("the Business").
The Company has as of August the 16th 2002 completed all aspects of the
Agreement with Seller, a Chinese joint stock company.
The Seller's head office is in Beijing China.
The subject transaction requires the Company to issue the Seller 12 million of
its common shares at a deemed price of $1.62 for a total transaction price
equivalent to $19,512,195 US in consideration of the Seller selling the Assets
to the Company. The subject transaction transfers control of the Company to the
Seller by reason that the Seller would own 12 million (48.18%) of the 24,906,000
shares issued in the Company.
Further, the Company's former control group, Tianjin Yu Cheung Group Co Ltd.,
has sold 1,600,000 of its 2,000,000 common shares in the Company to Mr. Chen
Zhiqing, (Mr. Chen) the majority owner of the Seller.
In addition as part of the subject transaction Mr. Chen has acquired from other
Company shareholders a further 1,000,000 shares for an aggregate of 2,600,000
shares.
The Assets consist of all attendant items of a business owned by the Seller
which manufactures and distributes a family of advanced proprietary medical IV
infusion sets (Products) in China.
The Assets and the Business include land, offices, manufacturing facilities,
proprietary technology, goodwill, staff and management of approximately 330
people, R&D facilities, and a product distribution network.
The Products
The Products incorporate a new proprietary filter (Filter) which the Seller
developed in collaboration with China's Institute of Atomic Energy (CIAE). The
Filter enables the Product to provide significantly enhanced filtering
properties from those presently used in China by filtering particles as small as
5 microns without compromising fluid flow rates.
The Product technology is covered under two patents.
Market
The Product has been approved for use in China and is presently being sold in
numerous parts of China.
China consumes up to 3 billion IV sets annually.
The Product is distributed through a network of medical products companies
(Distributor) of which there are presently 12. Each Distributor is required to
sell the quota assigned to it and failure to do so can result in cancellation of
the right to distribute the Product.
The Company intends to market their Products globally.
Operations
The Business will be operated through the Company's wholly owned subsidiary
Chinese company which will conduct head office administrative matters with a
staff of approximately 30 persons from a suite of offices in North West Beijing
that are shared with the Seller.
The Seller continues with its remaining business of manufacturing and
distributing unique films which are applied to products of the Seller's
customers to protect such products from counterfeiters of their products.
The Product is presently manufactured in a GMP (Good Manufacturing Practice)
approved facility (1st Facility). The 1st Facility is located in Liuan city in
the Province of Anhui. The 1st Facility was intended to demonstrate the
commercial viability of the Product.
The 1st Facility has an annual capacity of 30M units and a staff of
approximately 300. The success of the 1st Facility and the market reception of
the Product resulted in the construction of a 2nd larger facility (2nd
Facility).
The 2nd Facility, as to the complex itself but not the production equipment, has
recently been completed in Miyun County in Beijing. The 2nd Facility complex
has been built to GMP standards and consists of 3 buildings of approximately
20,000 sq meters situated on a 30,000 sq meter parcel of land.
The 2nd Facility is a scale up of the 1st Facility with a planned annual output
of 200M units.
The 2nd Facility is one of four planned similar facilities which in the
aggregate have a planned annual production of 800M units. Locations have been
identified for future production facilities.
The 2nd Facility will, subject to securing financing, be operational in Q1 2003.
R&D
The Company assumes the Seller's existing R&D program which includes continued
collaboration with the CIAE on a variety of developmental products, several of
which utilize CIAE's tandem accelerator (Accelerator).
The Seller has secured for the Company and itself their use of the Accelerator
for commercial production and R&D uses. The Seller and the Company's Chinese
Subsidiary are the only parties entitled to use the Accelerator for commercial
purposes.
The Board of Directors present this Proposal to the meeting and requests
Ratification of the Acquisition of the Assets and Business of Beijing
Super-Energy Yu Heng Technology Developments Co. Ltd.
PROPOSAL NUMBER 2
ELECTION OF DIRECTORS
The Company's Bylaws provide that the Board of Directors shall consist of
between one and nine members, with the exact number of directors between one and
nine to be determined by the Board of Directors. The Board of Directors has set
the number of directors at five, and there are currently four members of the
Board of Directors. Effective as at the date of this Meeting, and subject to
ratification of the acquisition of Beijing Super Energy Yu Heng Technology
Developments Co. Ltd. and change of business, Mr. Zhankui Mu and Yu Wen Cheng
will resign from the Board of Directors. Yu Wen Cheng will resign as Chairman
and President. Mr. Stephen Dadson will also resign as Chief Executive Officer.
Three new directors are proposed to be elected at the Meeting to serve until the
next annual meeting of shareholders. The Board of Directors will present at the
Meeting for election and recommends a vote FOR the following nominees: Chen
Zhiqing as Chairman and President, Richard Wang and Stephen Dadson. Each
nominee is recommended unanimously by the Board of Directors.
Persons may be nominated for election to the Board of Directors by the
shareholders upon the making of a proper motion at the Meeting.
Persons receiving a plurality of the votes cast at the Meeting will be elected
to the Board of Directors. A "plurality" means that the individuals who receive
the largest number of votes cast are elected as directors. Votes against any
candidate and any shares not voted (such as by abstention or broker non-votes)
will have no impact on the election of directors. All proxies will be voted FOR
the election of each of these nominees unless authority to vote for the election
of any nominee or nominees is withheld by the shareholder giving the proxy. If
any nominee should unexpectedly decline or be unable to act as a director, the
proxies may be voted for a substitute nominee to be designated by the Board of
Directors. The Board of Directors does not believe that any nominee will decline
to serve.
Shareholders are entitled to one vote for each share held.
Background information with respect to the nominees for election to the Board of
Directors is set forth below.
Directors are elected at annual meetings of the Shareholders to terms which
extend until the following annual meeting. Officers are appointed by, and serve
at the discretion of the Board of Directors.
NOMINEES FOR ELECTION TO BOARD OF DIRECTORS
Chen Zhiqing - Chairman, President , Chief Executive Officer and Director
Mr. Chen, age 51, is the Chairman of Super Energy's parent company, Beijing
Super Energy Heavy-Ion Science and Technology Co. Ltd. He is a graduate from
China Northeast University and is a senior engineer with the Hong Kong
International High Tech Investment and Exploitation Center and also a standing
director of the China anti - counterfeiting techniques union and guild.
Stephen Dadson LL.B, B.Sc. - Director
Mr. Dadson is a seasoned China businessmen having started as early as 1982 when
he acted for clients wishing to expand their businesses to include activity in
China. Mr. Dadson received his undergraduate degree from the University of
Manitoba and Law degree from the University of British Columbia in 1972. Mr.
Dadson practiced commercial and securities law for many years from Vancouver.
In 1986, Mr. Dadson left full-time practice to become CEO of a resource based
company sponsored by a large European insurance group.
In 1990, Mr. Dadson and a Chinese partner began a food and beverage
manufacturing and distribution business in China, Hansen Corinco Group, which
now has expanded to include real estate development, hospitality and commodity
trading divisions. Mr. Dadson does have an active role in Corinco's day to day
activity.
Mr. Dadson has been active in the IT business in China. During much of 1999 Mr.
Dadson was the CEO of a Chinese Education Service provider, which worked closely
with China's Ministry of Information Industries and the Ministry of Education.
Mr. Dadson's present primary activity has been working with new and emerging
Chinese businesses.
Mr. Dadson was appointed CEO and a Director of the Company in 2000 and resigned
as CEO with the acquisition of the Seller's Assets.
Richard Wang - Director
Richard Wang, a Canadian citizen residing in Vancouver, Canada, has been engaged
in several businesses including marketing of health food products and general
merchandise in Canada, the US and Asia. He has been involved in all aspects of
new product research and development including water-resistant and
child-resistant electronic lighters and has filed a patent for this new
invention in the USA, Canada and Asia. For the last two years he has been
developing Internet business opportunities in Canada and Asia. Mr. Wang was
appointed a Director of the Company in 2000.
SECURITIES OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information regarding the number of
shares of the voting securities which each current director and each nominee for
election to the Board of Directors owned as well as the percentage of shares
which the executive officers and directors owned as a group as of August 15,
2002. The only class of equity securities which has a present right to vote in
elections of directors is the Common Stock.
Number of
Shares Currently Number of
Director Beneficially Percent shares owned
Name Since Address Owned of Class post acquisition
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(1)Steve Dadson 2000 Unit #10, 8980 0 0 0
Fraserwood Court
Burnaby, B.C.
Canada V5J 5H7
Richard Wang 2000 Unit #10, 8980 1,000,000 7.75 200,000
Fraserwood Court
Burnaby, B.C.
Canada V5J 5H7
Zhankui Mu 2000 Unit #10, 8980 500,000 3.87 500,000
Fraserwood Court
Burnaby, B.C.
Canada V5J 5H7
Yu Wen Cheng 2001 Unit #10, 8980 0 0 0
Fraserwood Court
Burnaby, B.C.
Canada V5J 5H7
Chen Zhiqing pending 19/F Dahangjiye Building 0 0 14,600,000 (2)
No. 33 North Renda Road
Beijing China 100080
All Executive Officers and Directors 1,500,000 11.62 15,300,000 (3)
61.43%
(1) - Mr. Dadson's wife is the registered and beneficial owner of 1,000,000
shares.
(2) - 2,600,000 shares were acquired by private transactions with the
current control group, Tianjin Yu Cheng (as to 1,600,000 shares) and with
certain current other shareholders of the Company (as to 1,000,000
shares).
- 12,000,000 shares are planned to be issued to Beijing Super Energy Yu
Heng Technology Developments Co. Ltd.(Seller) in exchange for the
acquisition by the Company of 100% of Seller's medical devices assets and
business. Mr. Chen owns 55% of Seller.
(3) Total shares outstanding post acquisition will be 24,906,000
Compensation of Executive Officers
None of our officers and/or directors receive any compensation for their
respective services rendered unto the Company, nor have they received such
compensation in the past. They all have agreed to act without compensation until
authorized by the Board of Directors.
PROPOSAL NUMBER 3
APPROVAL OF ANNUAL FINANCIAL STATEMENTS
The audited year end financial statements of the Company dated December 31, 2001
require shareholder approval. The Board of Directors unanimously recommends
approval of the 2001 year end financial statements.
PROPOSAL NUMBER 4
CHANGE OF NAME TO SUPER ENERGY INVESTMENTS CORPORATION
As a component of the acquisition transaction outlined in Proposal Number 1
above, the Board of Directors unanimously recommends that the Company change its
name to Super Energy Investments Corporation.
OTHER BUSINESS
It is not intended that any business other than that set forth in the Notice of
Extraordinary Meeting and more specifically described in this Proxy Statement
will be brought before the Meeting. If any other business should properly come
before the Meeting, it is the intention of the persons named in the enclosed
form of proxy to vote in accordance with their best judgment on that business or
any matters dealing with the conduct of the Meeting pursuant to the
discretionary authority granted in the proxy.
August 23, 2002 By Order of the Board of Directors,
/s/ Yu Wen Cheng
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Yu Wen Cheng
President
The Company attaches a copy of the Company's Annual Report on Form 10-K for the
year ended December 31, 2001, which was filed with the Securities and Exchange
Commission under the Securities Exchange Act of 1934, including the financial
statements and schedules thereto.
PROXY
DIGITAL VILLAGE WORLD TECHNOLOGIES INC.
The undersigned, owner of shares of corporate stock -the number and description
of which are set forth below, appoints Richard Wang and Stephen Dadson, and each
of them, with full power of substitution and revocation, to act as the
undersigned's proxy holder at the meeting specified, and any adjournment of that
meeting.
Type of meeting: Extraordinary
Date of meeting: Sept 5th 2002
Place of meeting: Unit #10, 8980 Fraserwood Court, Burnaby, British Columbia,
Canada V5J 5H7.
IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR EACH OF THE PROPOSALS
DESCRIBED IN THE ATTACHED PROXY STATEMENT AND IN THE DISCRETION OF THE PROXIES
UPON ANY OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING.
The proxy holder shall be entitled to cast the number of votes the undersigned
would be entitled to cast if personally present, for or against any proposal,
including the election of members of the board of directors, and any and all
other business that may come before the meeting.
The undersigned hereby acknowledges receipt of the accompanying Notice of
Extraordinary Meeting and Proxy Statement for the Meeting to be held on
September 5, 2002.
Dated: _________________, 2002
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Signature
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Print name of Shareholder
Number and class of shares held: _______________
INSTRUCTIONS TO SHAREHOLDER: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON YOUR
STOCK CERTIFICATE. JOINT SHAREHOLDERS SHOULD EACH SIGN PERSONALLY. IF SIGNED BY
AN ATTORNEY-IN-FACT, ATTACH THE POWER OF ATTORNEY. RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
BALLOT
DIGITAL VILLAGE WORLD TECHNOLOGIES INC.
EXTRAORDINARY MEETING OF SHAREHOLDERS
September 5, 2002
A. Name of Shareholder(s): (Please print name(s) exactly as they appear on
your certificate)
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Printed name(s)
B. If voting party is other than the owner of the shares, state capacity in
which voting party is acting (e.g., proxy holder, trustee):
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C. Number of shares being voted: _______________________
UNLESS OTHERWISE DESIGNATED, THIS BALLOT SHALL BE CONSIDERED TO BE A VOTE OF ALL
OF THE SHARES THAT THE UNDERSIGNED IS ENTITLED TO VOTE. A VOTE TO ABSTAIN SHALL
BE CONSIDERED A VOTE AGAINST.
PROPOSAL NUMBER 1
Ratification of Acquisition of Assets and Business of Beijing Super Energy Yu
Heng Technology Developments Co. Ltd. and Change of Business
For Against Abstain
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PROPOSAL NUMBER 2
Election of Directors (Vote for 3)
Nominee For Against Abstain
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1. Chen Zhiqing
2. Richard Wang
3. Stephen Dadson
PROPOSAL NUMBER 3
Approval of the December 31, 2001 Year End Financial Statements
For Against Abstain
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PROPOSAL NUMBER 4
Approval of Name Change to Super Energy Investments Corporation
For Against Abstain
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ALL BALLOTS MUST BE SIGNED
For Shareholders Voting in Person:
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Signature(s)
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Print name(s) exactly as on certificate
For Shares Being Voted by Proxy (attach proxy):
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Printed name of proxy holder
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Printed name(s) of holder(s) of record
By: ____________________________________
Signature of proxy holder