SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934 (Amendment No.__)
Check the appropriate box:
X Preliminary Information Statement
_ Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
_ Definitive Information Statement
TOP GROUP HOLDINGS, INC.
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(Name of Registrant as Specified In Its Charter)
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__ Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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__ Check box if any part of the fee is offset as provided by Exchange Act Rule
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TOP GROUP HOLDINGS, INC.
1398 Monterey Pass Road
Monterey Park, CA 91754
NOTICE OF ACTION TO BE TAKEN BY
THE SHAREHOLDERS
July 22, 2005
To The Shareholders of Top Group Holdings, Inc.:
The "Majority Shareholders" are the holders of a total of 6,400,000 shares
or approximately 91.42% of the total issued and outstanding stock of Top Group
Holdings, Inc., a Delaware corporation (the "Company"). The Majority
Shareholders intend to adopt the following resolutions by written consent in
lieu of a meeting pursuant to the General Corporation Law of the State of
Delaware.
1. To change the Company's name to a name to be determined by the Board
of Directors.
Ru-hua Song, President
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WE ARE NOT ASKING YOU FOR A CONSENT OR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
-----------
TOP GROUP HOLDINGS, INC.
1398 Monterey Pass Road
Monterey Park, CA 91754
July 22, 2005
SHAREHOLDERS ACTION
The Majority Shareholders submitted their consents to the resolutions
described in this Information Statement on or about July 22, 2005, to be
effective on or before _____________, 2005. As of July 22, 2005, the Majority
Shareholder held of record 6,400,000 shares of the Company's common stock, or
approximately 91.42% of the total issued and outstanding common stock of the
Company. The remaining outstanding shares of common stock are held by several
other shareholders.
The Majority Shareholders consenting consist of Top Group Corporation, a
New York Corporation and Ru-hua Song. The shares of capital stock of Top Group
Corporation, a New York corporation, are owned 95% by Ru-hua Song (Chairman of
the Board and President of the Company).
Holders of the common stock of record as of July 22, 2005 are entitled to
submit their consent to the shareholder resolutions described in this
Information Statement, although no shareholder consents other than that of the
Majority Shareholders are required to be submitted in order for the resolution
to be adopted. The Company is not soliciting consents or proxies and
shareholders have no obligation to submit either of them. Whether or not
shareholders submit consents should not affect their rights as shareholders or
the prospects of the proposed shareholder resolutions being adopted. The
Majority Shareholders will consent to all of the shareholder resolutions
described in this Information Statement. Other shareholders who desire to submit
their consents must do so by _______________, 2005, and once submitted will not
be revocable. The affirmative vote of the holders of a majority of the
outstanding common stock of the Company is required to adopt the resolutions
described in this Information Statement. Delaware law does not require that the
proposed transaction be approved by a majority of the disinterested
shareholders. A total of __________ shares of common stock are entitled to vote
on the Company's proposed transactions described in this Information Statement.
AMENDMENT TO ARTICLES OF INCORPORATION
TO ADOPT A NAME CHANGE
We are asking shareholders to authorize a change in the name of this
corporation to a new name in the discretion of the Board of Directors. This
requires an amendment to our Articles of Incorporation.
The Company has its executive offices at 1398 Monterey Pass Road
Monterey Park, CA 91754, and its telephone number is (323) 261-1888. As
described in the accompanying NOTICE OF ACTION TO BE TAKEN BY THE SHAREHOLDERS,
the Company proposes to amend its Articles of Incorporation to reflect a name
change, effective _____________, 2005.
We believe that the name change in our Articles of Incorporation are in
the best interest of our corporation. We want to present a new image for the
Company with a new name because we believe that the current name presents a
limiting impression by showing a holding company versus our new business plan of
oriental product retail.
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The Board of Directors of the Company voted unanimously to implement
the Amendment. The Board of Directors believes that the implementation of the
Amendment will help to facilitate its future capital situations and enhance
trading volume of the Company's common shares. The Company is not expected to
experience a material tax consequence as a result of the Amendment.
Additional information regarding the Company, its business, its stock,
and its financial condition are included in the Company's Form 10-KSB annual
reports and its Form 10-QSB quarterly reports. Copies of the Company's Form
10-KSB for its fiscal year ending December 31, 2004 and its quarterly report on
the Form 10-QSB for the quarter ending March 31, 2005 are available upon request
to: Ru-hua Song, President, 1398 Monterey Pass Road Monterey Park, CA 91754.
SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS AND CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information known to the Company
with respect to the beneficial ownership of the Company's common stock as of
July 22, 2005 by (i) each person who is known by the Company to own beneficially
more than 5% of the Company's common stock, (ii) each of the Company's directors
and executive officers, and (iii) all officers and directors of the Company as a
group. Except as otherwise listed below, the address of each person is c/o Top
Group Holdings, Inc., 1398 Monterey Pass Road Monterey Park, CA 91754.
Name and Address of Number of Percent of Common
Beneficial Owner Shares Owned Shares Owned
Beneficially
and of Record
- ------------------- ------------- ------------
Top Group New York* 4,400,000 62.85%
(beneficial Ru-hua Song, President)
Ru-hua Song, President 2,000,000 28.57%
Zong-Zheng Zhou, Treasurer
and Principal Financial &
Accounting Officer 0 0%
Hai Wu, Secretary 0 0%
Ye Fang, Independent Director 0 0%
Tao Zhou, Independent Director 0 0%
All directors and executive
officers as a group (5 persons)
Officers and Directors as a Group 6,400,000 91.42%
* The shares of capital stock of TOP Group Corporation, a New York corporation,
are owned 95% by Song Ru-hua (Chairman of the Board and President of the
Company). Each principal shareholder has sole investment power and sole voting
power over the shares.
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MANAGEMENT
The following table lists the names and ages of the executive officers
and directors of the Company. The directors will continue to serve until the
next annual shareholders meeting or until their successors are elected and
qualified. All officers serve at the discretion of the Board of Directors.
NAME AGE POSITION WITH THE COMPANY
---- --- -------------------------
Ru-hua Song 43 President and Chairman
of the Board
Zong-Zheng Zhou 60 Treasurer and Principal
Financial & Accounting
Officer
Hai Wu 27 Secretary
Ye Fang 46 Independent Director
Tao Zhou 33 Independent Director
- -----------------
RU-HUA SONG, age 43, serves as Chairman of the Board of the Company. He
is also the founder of TOP Group, a Chinese conglomerate engaged in high tech
software, hardware, education and related business. After graduating from the
University of Electronic Science and Technology of China in 1983, Mr. Song
accepted a position teaching physics there, and published more than one hundred
papers. In February of 1992, Mr. Song and two other teachers established TOP
Group, and, in ten years, have taken it from a small private company with fewer
than twenty employees to a large-scale hi-tech enterprise. Mr. Song has received
his many honors, including being named one of the "Ten Men of the Moment" in
China's IT industry and one of the "Most Prominent Young People in China's
Software Industry" in 2000, and one of China's 100 Richest Business People by
Forbes in 2000, 2001, and 2002.
ZONG-ZHENG ZHOU, age 60, serves as Treasurer and Principal Financial &
Accounting Officer. Mr. Zhou has served as a Manager of Sooyoo Inc., a Los
Angeles-based China import company, since 2003. From 1996 to 2003, he was a
Manager of Xihu Trading Inc. of California. Mr. Zhou received a Bachelor of
Engineering in 1968 from Beijing University in China.
HAI WU, age 27, serves as Secretary. Mr. Wu is presently studying for
an MBA degree at the University of Southern California. In 2003, he was a
consultant in Beijing, China for IBM Corp., and from 2000 to 2003, he was a
consultant in Beijing for Unisys Corp. Mr. Wu received a Bachelor of Engineering
in 2000 from Shanghai Jiao-Tong University in China.
YE FANG, age 46, serves as an independent member of the Board of
Directors. Since 2000, Mr. Fang has been Vice President of Healthcare Industrial
Corp. in Chengdu, China. From 1983 to 2000, he was Deputy Director of Nanjing
Fiberglass Research & Design Institute in Nanjing, China. Mr. Fang received his
Bachelor of Science in 1983 from Jilin University in China.
TAO ZHOU, age 33, serves as an independent member of the Board of
Directors. Since 2001, Mr. Zhou has served as an Assistant President of
Healthcare Industrial Corp in Chengdu, China. From 1983 to 2000, he served as
Senior Vice President of TOP Group's operations in Chengdu. Mr. Zhou received a
Bachelor of Engineering in 1993 from the University of Electronic Science &
Technology of China.
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Under the Delaware General Corporation Law and the Company's Articles
of Incorporation, as amended, the Company's directors have no personal liability
to the Company or its stockholders for monetary damages incurred as the result
of the breach or alleged breach by a director of his "duty of care". This
provision does not apply to the directors' (i) acts or omissions that involve
intentional misconduct or a knowing and culpable violation of law, (ii) acts or
omissions that a director believes to be contrary to the best interests of the
corporation or its shareholders or that involve the absence of good faith on the
part of the director, (iii) approval of any transaction from which a director
derives an improper personal benefit, (iv) acts or omissions that show a
reckless disregard for the director's duty to the corporation or its
shareholders in circumstances in which the director was aware, or should have
been aware, in the ordinary course of performing a director's duties, of a risk
of serious injury to the corporation or its shareholders, (v) acts or omissions
that constituted an unexcused pattern of inattention that amounts to an
abdication of the director's duty to the corporation or its shareholders, or
(vi) approval of an unlawful dividend, distribution, stock repurchase or
redemption. This provision would generally absolve directors of personal
liability for negligence in the performance of duties, including gross
negligence.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.
BOARD COMMITTEES
The Board of Directors does not currently maintain an Audit Committee
or a Compensation Committee, but plans to appoint an Audit Committee and a
Compensation Committee in the near future. During the fiscal year ended December
31, 2004, the Board of Directors held numerous meetings.
COMPENSATION OF DIRECTORS
SUMMARY COMPENSATION TABLE OF DIRECTORS
(TO DECEMBER 31, 2004)
NAME AND PRINCIPAL YEAR ANNUAL MEETING CONSULTING NUMBER OF SECURITIES
RETAINER FEES ($) FEES/OTHER FEES OPTION UNDERLYING OPTIONS/
POSITION FEES ($) ($) SHARES SARS (#)
EXERCISED
===============================================================================================================
Ru-hua Song, 2004 0 0 0 0 0
Chairman of the Board
- -------------------------------------------------------------------------------------------------------------
Ye Fang, Independent
Director 2004 0 0 0 0 0
- -------------------------------------------------------------------------------------------------------------
Tao Zhou, Independent
Director 2004 0 0 0 0 0
- -------------------------------------------------------------------------------------------------------------
Directors as a Group 2004 0 0 0 0 0
===============================================================================================================
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EXECUTIVE COMPENSATION
Cash Compensation.
Compensation paid for all services provided up to December 31, 2004 (1)
to each of our executive officers and (2) to all officers as a group.
SUMMARY COMPENSATION TABLE OF EXECUTIVES
Cash Compensation Security Grants
NAME AND YEAR SALARY BONUS CONSULTING NUMBER OF SECURITIES LONG TERM
PRINCIPAL FEES/OTHER SHARES UNDERLYING COMPENSATION/OPTION
POSITION FEES ($) OPTIONS/
SARS (#)
================= ========= ============ ========== ================ =========== ================= ================
Ru-hua Song, 2004 0 0 0 0 0 0
President
- ----------------------------------------------------------------------------------------------------------
Zong-Zheng Zhou, 2004 0 0 0 0 0 0
Treasurer & Principal
Financial & Accounting
Officer
- ----------------------------------------------------------------------------------------------------------
Hai Wu, 2004 0 0 0 0 0 0
Secretary
- ----------------------------------------------------------------------------------------------------------
Officers as a 2004 0 0 0 0 0 0
Group
- ----------------------------------------------------------------------------------------------------------
OPTIONS GRANTED IN LAST FISCAL YEAR
No options to purchase Common Stock of the Company have been granted to
the Company's executive officers.
FISCAL YEAR-END OPTION EXERCISES AND OPTION VALUES
No options to purchase Common Stock of the Company have been granted to
the Company's executive officers.
EMPLOYMENT AGREEMENT
The Company has not entered into any employment agreements with its
executive officers to date. The Company may enter into employment agreements
with them in the future.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There were no related party transactions during year 2004.
INDEPENDENT AUDITORS
The Board of Directors has authorized the firm of Michael Johnson &
Co., LLC, independent certified public accountants, to serve as independent
auditors for the fiscal year ended December 31, 2004.
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SHAREHOLDER PROPOSALS AND NOMINATING PROCEDURES
An Annual Shareholders Meeting is proposed to be held in early
______________ 200___. Any proposal that a shareholder intends to present at the
Company's 200__ Annual Meeting should have been received at the Company's
principal executive office no later than _______________, 2005. Any such
proposal must comply with Rule 14a-8 of Regulation 14A of the proxy rules of the
Securities and Exchange Commission. Shareholder proposals should be addressed to
the Secretary of the Company.
Nominations for directors to be elected at the 200__ Annual Meeting,
other than those made by the Board of Directors, should be submitted to the
Secretary of the Company no later than _____________, 2005. The nomination
should include the full name of the nominee and a description of the nominee's
background in compliance with Regulation S-K of the reporting rules of the
Securities and Exchange Commission.
OTHER MATTERS
The Board of Directors of the Company is not aware that any matter
other than those described in this Information Statement is to be presented for
the consent of the shareholders.
UPON WRITTEN REQUEST BY ANY SHAREHOLDER TO RU-HUA SONG, PRESIDENT, TOP
GROUP HOLDINGS, INC., 1398 MONTEREY PASS ROAD, MONTEREY PARK, CA 91754, AND ITS
TELEPHONE NUMBER IS (323) 261-1888, A COPY OF THE COMPANY'S ANNUAL REPORT ON
FORM 10-KSB WILL BE PROVIDED WITHOUT CHARGE.
TOP GROUP HOLDINGS, INC.
- ------------------------------------------------
Ru-Hua Song, President and Chairman of the Board
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