UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14F-1
INFORMATION STATEMENT
PURSUANT TO SECTION 14F OF THE
SECURITIES EXCHANGE ACT OF 1934
AND RULE 14F-1 THEREUNDER
China NetTV Holdings Inc.
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(Exact name of registrant as specified in its corporate charter)
000-26217
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(Commission File No.)
Nevada 980203170
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(State of Incorporation) (IRS Employer Identification No.)
Suite 830, 789 West Pender Street, Vancouver, B.C. Canada V6C 1H2
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(Address of principal executive offices)
(604) 689-4407
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(Registrant's telephone number)
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China NetTV Holdings Inc.
NOTICE TO SHAREHOLDERS PURSUANT TO SECTION 14F OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER
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NO VOTE OR OTHER ACTION OF THE COMPANY'S STOCKHOLDERS IS REQUIRED
IN CONNECTION WITH THIS INFORMATION STATEMENT. NO PROXIES ARE BEING
SOLICITED AND YOU ARE NOT REQUESTED TO SEND THE COMPANY A PROXY.
GENERAL
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This Information Statement is being mailed on or about July 25, 2003 to the
holders of record as of July 24, 2003, of common stock (the "common stock"), of
China NetTV Holdings, Inc., a Nevada corporation (the "Company"). You are
receiving this Information Statement in connection with the Company's
appointment of new directors to the Board of Directors of the Company (the
"Designee").
Mark Hung has resigned as Director effective July 1, 2003. Ernest Cheung has
resigned from the Board of Directors effective ten days after this Notice to
Shareholders is mailed. Maurice Tsakok will continue as Director. Ronald Xiuru
Xie has been appointed to the Board effective July 5, 2003. Zhi Wang, Jie Yang
and Anthony Garson have been appointed to the Board effective 10 days after this
Notice to Shareholders is mailed, in compliance with Section 14f of the
Securities Exchange Act of 1934.
Ronald Xiuru Xie has become President of the Company since July 5, 2003. Ernest
Cheung has resigned as President and Treasurer effective July 4, 2003. Maurice
Tsakok will continue to act as Secretary of the Company.
CONSUMMATION OF A TRANSACTION HAS RESULTED IN A CHANGE OF CONTROL.
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On July 4, 2003, the Company entered into an Acquisition Agreement with all the
shareholders of Honglu Investment Holdings, Inc. ("Honglu Shareholders") to
acquire 100% of the shares of Honglu Investment Holdings, Inc. (the "Honglu").
Such shares have been cancelled and new shares have been issued to the Company.
Upon tender of 100% shares of Honglu, the Company has issued a total of
97,700,000 shares in exchange for the shares of Honglu and 6,839,000 shares in
payment of legal fees.
When completed, Honglu, a Chinese mining company, will be a wholly owned
subsidiary of the Company. The transaction is expected to be closed by August
30, 2003.
ACQUISITION OF HONGLU
A COMPANY WITH MINING PROPERTIES IN CHINA
The Company has signed an Acquisition Agreement to acquire 100% shares of Honglu
Investment Holdings, Inc., a Chinese mining company ("Honglu"). The Company will
issue 97,700,000 shares in exchange for all the outstanding shares of Honglu.
Honglu has 230 employees including 20 geologists.
Honglu's major asset is a 65% interest in Danlu Resource Development Co. Ltd.
("Danlu"). The remaining 35% interest in Danlu is controlled by two entities:
The Geological Mines Office of the Tibet Autonomous Region (30%) and the Beijing
Headman Mining Evaluation Firm (5%). Through Danlu, a subsidiary 65% owned by
Honglu, Honglu controls a significant portfolio of 21 mineral properties with
mining and/or prospecting permits and licenses in Tibet and retains the rights
to conduct exploration on and to develop these properties. Honglu in addition,
directly controls 3 other mineral properties with the permits and/or licenses.
These minerals prospects represent a broad array of potential minerals
including: gold, silver, platinum, copper, iron, lead, zinc, molybdenum, tin,
tantalum, titanium and the rare earths, niobium and osmium. Other minerals could
include corundum, borax, and salt and high quality green granite. Building
materials also include gravel and marble.
Several of the 24 properties are at an advanced exploration stage or have
completed pre-feasibility studies. Some of the properties under immediate review
by the Company are as follows:
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1. The Jiama mining claims in Mozhugongka County is comprised of 1.31 square km.
Based on testing, the property contains copper, lead, zinc, gold and silver.
Danlu has acquired the mining license for the property.
2. The Gegongnong mining claims in Gongjue County covers a land area of 37.4
square km and have been found to contain gold/copper porphyry indications.
3. The Nianguchu mining claims in Naidang County covers an area of 1.12 square
km. The prospect contains a gold and silver indications. The Company is
investigating the metal grade content and size of this deposit.
4. The Gaerqiong Property in Geji County cover an area of 8 square km. Govern-
ment surveys have shown copper and gold indications. Much of the property
remains unexplored.
The company plans to investigate these properties with a view to determine
production feasibility.
Honglu is undertaking a drilling program in Gaerqiong Property, Geji County in
Tibet. It plans to drill 5 holes with the main objective of delineating a
potential copper/gold deposit.
As of May 31, 2003, Honglu reported a cash position of US $5 million, net
working capital of US$ 666,000 and net income of US$ 750,000 which was earned by
a metal producing company 51% owned by Honglu. Total assets of Honglu amounts to
US $13 million but did not include the value for the mining assets and mining
licenses. The accounts are recorded in Renminbi (Rmb) and converted into US$ at
the rate of 8 Rmb per US$ based on China GAAP. The audit will be under way in
respect of Honglu's financial statements for the last two years in order to
convert those financial statements to US GAAP as required by the SEC.
Messrs Jie Yang, Ronald Xiuru Xie, Zhi Wang and Anthony Garson have been appoint
- -ed to the Board of Directors of the Company as a result of the acquisition. Mr.
Maurice Tsakok continues as a Director. The Board has appointed Mr. Zhi Wang as
Chairman and Mr. Anthony Garson as Vice-Chairman. Furthermore, the Board has
appointed Mr. Ronald Xie as President. Ernest Cheung has resigned as President
and Treasurer Ernest Cheung and Marc Hung have resigned as directors.
The Company intends to develop mineral deposits in Tibet and other areas of the
China recognizing that China's recent economic growth rate has placed an
increasing demand on the need for domestic production of metals. Currently,
China places fourth in the world wide production of copper but substantially
falls short of its domestic requirements. The development of partially developed
base and precious metal deposit in South Western China is seen as an opportunity
to aid the PRC in meeting its domestic requirements.
All amounts in US$ are converted into from Chinese Renminbi (RMB) at the rate of
8 RMB per US$.
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No action is required by the shareholders of the Company in connection with the
appointment of the new persons to the Board. However, Section 14(f) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires the
mailing to the Company's shareholders this Information Statement not less than
ten days prior to the change in a majority of the Company's directors otherwise
than at a meeting of the Company's shareholders.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
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VOTING SECURITIES OF THE COMPANY:
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On July 4, 2003, there were 37,446,200 shares of common stock issued and
outstanding. Each share of common stock entitles the holder thereof to one vote
on each matter that may come before a meeting of the shareholders.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT:
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The sole class of equity securities of the Company issued and outstanding is the
common stock.
The following table sets forth, as of July 24, 2003, certain information with
respect to the common stock beneficially owned by: (i) each Director, nominee
and executive officer of the Company; (ii) each person who owns beneficially
more than 5% of the common stock; and (iii) all Directors, nominees and
executive officers as a group:
(i) each Director, nominee and executive officer of the Company:
Name and Address of Amount and nature of Post Transaction*
Beneficial Owner Beneficial Ownership (1) % of Class
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Ronald Xiuru Xie 0 0
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Jie Yang 5,483,465 3.86%
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Zhi Wang 18,782,930 13.23%
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Anthony Garson 0 0
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Maurice Tsakok 15,105,500 (1) 10.63%
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Ernest Cheung 15,501,000 (1) 10.91%
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Marc Hung 0 0
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(1) Includes 15,000,000 Shares owned indirectly through Richco Investors Inc. of
which Mr. Tsakok and Mr. Cheung are directors and principals.
All of the above disclaim any beneficial ownership in shares of the Company
owned by other family members.
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(ii) each person who owns beneficially more than 5% of the common stock:
Zhi Wang
#116,2205 Bridgepoint 18,782,930 13.23%
Parkway,San Mateo
CA 94404, USA
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Richco Investors Inc.
830-789 West Pender St. 15,000,000 10.56%
Vancouver, BC
Canada V8C 1H2
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Jing GUO 14,056,535 9.9%
167, Deneidajie, Xicheng District
Beijing, PR China
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Yan Guang DU 14,056,535 9.9%
10-1-2 Hufanglu, Xuanwu District
Beijing, PR China
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Man ZHANG 14,056,535 9.9%
No. 202, Building 5, Danguiyuan
Vanke City Garden, Shunyi District
Beijing, PR China
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Feng Yi GAO 14,056,535 9.9%
94-2-3-7 Wenmiaoqianjie
Qingyang District, Chendu
Sichuan, China
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(iii) all Directors, nominees and executive officers as a group:
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All Current Officers and 15,606,500 10.98%
Directors as a Group
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Officers & Directors as a 24,371,386 17.16%
Group, including new appointees
and excluding resigning
directors
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Total Shares Issued and
Outstanding 141,985,200 100%
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Notes to the table:
Unless otherwise indicated, the persons named in the table have sole voting and
investment power with respect to all shares of common stock shown as
beneficially owned by them.
DIRECTORS AND EXECUTIVE OFFICERS
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The following sets forth the names and ages of the current Director, nominees
for directors and executive officers of the Company, the principal positions
with the Company held by such persons and the date such persons became a
Director or executive officer. The Directors serve one year terms or until their
successors are elected. The Company has not had standing audit, nominating or
compensation committees of the Board of Directors or committees performing
similar functions. All such applicable functions have been by the Board of
Directors as a whole. During the fiscal year ended August 31, 2002, the Board of
Directors held one formal meeting. There are no family relationships among any
of the Directors, nominees or executive officers.
Zhi Wang, age 46, Chairman elected. Finished diploma in business administration
at China Radio & Television University ("CRTVU"), Beijing in 1984 and pursued
further studies in business administration in Australia under exchange program
in 1988. From 2001 to present, he has been Chairman and President of Honglu
Investment Holdings, Inc., Tianyubofeng Science & Technology, Inc., a Chinese
company in aluminum and carbon anode producing business, and Standard Hotel
Management, Co. He is President and General Manager, Ziyuewentao Enterprises
Inc., 1997 to present; General Manager, Tianjin Zangtong Trading Co., 1993;
Managing Director of Hong Kong Zangtong Trading Co., 1990; CEO of Tibet
Autonomous Region Economic & Trade Bureau, Beijing Office, 1987; Member, Tourism
and Foreign Trade Department of the Leading Team on Tibetan Economy, the State
Council of China, 1984.
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Ronald Xiuru Xie, age 41, President and Director. He graduated from Beijing
University of International Business & Economics, Beijing, China, with a
Bachelor of Economics (1984) and Master of Law (1986), and LL.B. (1992) from
Faculty of Law, Queen's University, Ontario, Canada. He has been a Founding
Partner of Allied Law Office, Beijing, China (1998 to present); Senior Partner,
Great Wall Law Firm, Beijing, China (1995 to 1998); legal counsel, Department of
Treaties & Law, Ministry of Foreign Economic Relations & Trade of China
(1986-89); Member, Governmental Expert for the preparation of International
Conventions on International Financial Leasing and International Factoring
(1987-88). He has been a member of the Chinese Bar since 1988 and was admitted
to the Bar of Ontario, Canada in 1993. He has been President and director of
Drucker, Inc. since June 2003, and a director of Honglu Investment Holdings,
Inc. since May, 2003. He will approximately devote 25% of his time to the
operation of the Company.
Jie Yang, age 40, director. He graduated from Beijing University of Internation
- -al Business & Economics, Beijing, China in 1984 and obtained a Bachelor of
Economics. He has been director and Vice President of Honglu Investment Hold-
ings, Inc. since 2001; President of Sundecin Enterprises Inc. (1997-2001);
General Manager, Jinxing Trading Co., 1988-97; Assistant Customs Supervisor,
Beijing Customs Administration, 1984-87.
Anthony Garson, age 60. For the past 30 years, Mr. Garson has been extensively
involved in the brokerage industry having served as Equity Analyst, Equities
Investment Division of Bank of Nova Scotia, Toronto (1975-80); Vice President
and Senior Mining Analyst for Canadian Operations of Dean Witter Reynolds
(Canada) Ltd. (1981-85); Senior Mining Analyst at Haywood Securities, Vancouver
BC (1986); VP and Senior Mining Analyst at Continental Securities (1987) and
Vice-President and Senior Mining Analyst of Canaccord Capital (1993); London,
England, Mr.Garson was a principal and founding partner of Union Capital Markets
(U.K.) Ltd., Licensed under the Securities and Futures Authority of London,
England (1993-95); Chairman and director of Pacific Minerals, Vancouver, B.C.
(1995-97) He was licensed to trade securities in the United Kingdom, Ontario and
British Columbia, and has also served as a director and officer of Global
Pacific Minerals, Anthian Resources Corp. He has been President and Director of
International Arimex Resources Inc. and Director of Grayd Resources Corporation
since 2003, Partner of Mining Capital Corporation from 2002 , President and
Director of Disfactories Corporation from 1999 and also Lecturer of Centenial
College from 1999.
Maurice Tsakok, age 51, Director since May 2000, was employed, from 1976 to
1994, by Bank of Montreal as Systems Analyst, from 1994 to 1996, by Sagit Mutual
Funds, a mutual fund company who as a Vice-President was responsible for
computer operations and research on global technology companies. From 1997 to
present, he acted as a consultant on the high-tech industry and provides
technical analysis on high-tech companies. He holds a Mechanical Engineering
degree (1974 University of Minnesota) as well as an MBA specializing in
Management Information Systems (MIS) (1976 Hofstra University). From 1997 to
date he has been a principal director in Gemsco Management, Ltd. He is currently
a Director of Xin Net Corp. and is a director of Richco Investors Inc. since
1995.
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FAMILY RELATIONSHIPS. None.
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STANDING AUDIT COMMITTEE. None.
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NOMINATION COMMITTEE. None.
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COMPENSATION COMMITTEE. None.
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EXECUTIVE COMPENSATION
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(1) Cash Compensation
Directors who are also officers of the Company receive no cash compensation for
services as Directors. The Company has made no cash compensation to its
executives in the past but may pay cash compensation to its executives in the
future.
The Company has made no Long Term Compensation payout.
(2) Stock Option Plan
The Company's directors prior to the acquisition had approved a stock option
plan for the sale of 5,000,000 shares of the Company's common stocks at $ 0.40
per share. The Stock Option Plan will expire in May 2005 or the directors have
retained the right to cancel that plan at any time before May 2005 and can make
awards to the officers and directors, employees and others as designated by the
directors. On the date of the transaction, there were 5,000,000 stock options
outstanding.
LEGAL PROCEEDINGS:
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The Company is not aware of any legal proceedings in which any Director,
nominee, officer or affiliate of the Company, any owner of record or
beneficially of more than five percent of any class of voting securities of the
Company, or any associate of any such Director, nominee, officer, affiliate of
the Company, or security holder is a party adverse to the Company or any of its
subsidiaries or has a material interest adverse to the Company or any of its
subsidiaries.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT:
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Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
Directors and executive officers and persons who own more than ten percent of a
registered class of the Company's equity securities to file with the Securities
and Exchange Commission ("SEC") initial reports of ownership and reports of
changes in ownership of the common stock and other equity securities of the
Company. Officers, Directors and greater than ten percent stockholders are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file. The information in this section is based solely upon a
review of the Forms 3, 4 and 5 received by the Company.
The following persons who were directors, officers, or beneficial owners of more
than ten percent of the common stock of the Company, failed to file, on a timely
basis, reports required by Section 16(a) of the Securities Exchange Act of 1934
since the company filed it Registration Statement of Form 10SB with the
Securities Exchange Commission.
None.
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OTHER INFORMATION:
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The Company files periodic reports, proxy statements and other documents
with the Securities and Exchange Commission. You may obtain a copy of these
reports by accessing the Securities and Exchange Commission's website at
http://www.sec.gov.
Dated: July 25, 2003
By Order of the Board of Directors
Chine NetTV Holdings Inc.
By: /s/ Ronald Xie
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Ronald Xie, President
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