Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss.
240.14a-12
China NetTV Holdings Inc.
-------------
(Name of Registrant as Specified In Its Charter)
Not Applicable
--------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
- -----------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
- -----------------------------------------------------------------
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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China NetTV Holdings Inc.
(a Nevada, USA company)
World Trade Centre, Suite 536
999 Canada Place, Vancouver
BC V6C 3E2 Canada
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY ____, 2005
Notice is hereby given that the Annual Meeting of Shareholders of China
NetTV Holdings Inc., (hereinafter referred to as "the Company") will be held on
the _____ day of May, 2005 at ___________________________________, at ______
a.m., Vancouver time, for the following purposes:
1. To elect directors to hold office until the next annual meeting of
shareholders and qualification of their respective successors.
2. To appoint Clancy & Co., Chartered Accountants, as the auditor for the
company for the year ensuing.
3. To approve the Amendment of the Articles of Incorporation to increase
the authorized capital to from 200,000,000 to 500,000,000 common shares.
4. To change the name of the Company to Great China Mining, Inc. or as
close thereto as is available and to authorize the Amendment of the Articles of
Incorporation.
5. To transact such other business as may properly come before the annual
meeting or any postponement of or adjournment thereof.
The Board of Directors has fixed the closing of business on
__________________, 2005 as the record date for the determination of
shareholders entitled to notice of and to vote at this meeting or any
adjournment thereof. The stock transfer books will not be closed.
The Company's Annual Report to Stockholders for the fiscal year ended
December 31, 2004 accompanies this Notice of Annual Meeting and Proxy Statement.
Also accompanying this Notice are the Agenda, Instrument of Proxy, and Notes
thereto.
All stockholders, whether or not they expect to attend the Meeting in
person, are requested either to complete, date, sign, and return the enclosed
form of proxy in the accompanying envelope or to record their proxy by other
authorized means. The proxy may be revoked by the person executing the proxy by
filing with the Secretary of the Company an instrument of revocation or duly
executed proxy bearing a later date, or by electing to vote in person at the
meeting.
Dated at Vancouver, British Columbia, this _____ day of April, 2005.
-----------------------
_______________, President
China NetTV Holdings Inc.
PROXY STATEMENT
China NetTV Holdings Inc.
(a Nevada, USA company)
World Trade Centre, Suite 536
999 Canada Place, Vancouver
BC V6C 3E2 Canada
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
May _____, 2005
SOLICITATION OF PROXIES
This Proxy Statement is being furnished to the shareholders of China
NetTV Holdings Inc., a Nevada corporation, in connection with the solicitation
by the Board of Directors of proxies to be used at the Annual Meeting of
Shareholders to be held at _______ a.m., Vancouver time, May _____, 2005 at
_______________________________________.
While it is expected that the solicitation will be primarily by
mail, proxies may be solicited personally or by telephone by the directors,
officers, and regular employees of the Company at nominal cost. All costs of
solicitation of proxies by management will be borne by the Company.
PROXIES ARE BEING SOLICITED BY THE BOARD OF DIRECTORS.
APPOINTMENT OF PROXYHOLDER
The persons named in the accompanying instrument of proxy is an officers
of the Company. A shareholder wishing to appoint some other person (who need not
be a shareholder) to represent him or her at the meeting has the right to do so,
either by inserting such person's name in the blank space provided in the
accompanying proxy and striking out the two printed names, or by completing
another proxy. If a shareholder appoints one of the persons designated in the
accompanying instrument of proxy as a nominee and does not direct the said
nominee to vote either for or against or withhold from voting on a matter or
matters with respect to which an opportunity to specify how the shares
registered in the name of such shareholder shall be voted, the proxy shall be
voted FOR such matter or matters.
The Instrument of Proxy must be in writing and signed by the
shareholder or by the shareholder's attorney duly authorized in writing or, if
the shareholder is a body corporate or association, signed by any individual
authorized by a resolution of the directors or governing body of the body
corporate or association. An Instrument of Proxy will only be valid if it is
duly completed, signed, dated and received at the office of the Company located
at World Trade Centre Suite 536, 999 Canada Place, Vancouver, BC V6C 3E2 Canada
(Fax: 1(604) 641 - 1377) not less than 48 hours (excluding Saturdays, Sunday and
holidays) before the commencement of the Meeting or any adjournment thereof,
unless the Chairman of the Meeting elects to exercise his discretion to accept
proxies received subsequently.
REVOCATION OF PROXY
A shareholder who has given an Instrument of Proxy may revoke it by an
instrument in writing signed by the shareholder or by the shareholder's attorney
authorized in writing or, if the shareholder is a corporation or association,
signed by any individual authorized by a resolution of the directors or
governing body of the body corporate or association, and delivered to the office
of the Company located at World Trade Centre Suite 536, 999 Canada Place,
Vancouver, BC V6C 3E2 Canada at any time up to and including the last business
day preceding the day of the Meeting, or any adjournment thereof at which the
Instrument of Proxy is to be used, or to the Chairman of the Meeting on the day
of the Meeting or any adjournment thereof or in any other manner provided by
law. A revocation of an Instrument of Proxy does not affect any matter on which
a vote has been taken prior to the revocation.
The Chairman of the Meeting will have the discretion to accept or
reject proxies otherwise deposited.
WE ARE ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED TO SEND US A PROXY.
VOTING OF PROXIES
THE MANAGEMENT REPRESENTATIVES DESIGNATED IN THE ENCLOSED INSTRUMENT OF PROXY
WILL VOTE OR WITHHOLD FROM VOTING THE SHARES IN RESPECT OF WHICH THEY ARE
APPOINTED PROXY ON ANY POLL THAT MAY BE CALLED FOR IN ACCORDANCE WITH THE
INSTRUCTIONS OF THE SHAREHOLDER AS INDICATED ON THE INSTRUMENT OF PROXY AND, IF
THE SHAREHOLDER SPECIFIES A CHOICE WITH RESPECT TO ANY MATTER TO BE ACTED UPON,
THE SHARES WILL BE VOTED ACCORDINGLY. WHERE NO CHOICE OR WHERE BOTH CHOICES ARE
SPECIFIED IN THE INSTRUMENT OF PROXY, IT IS INTENDED THAT SUCH SHARES WILL BE
VOTED "FOR" THE MATTERS OR PERSONS DESCRIBED THEREIN AND IN THIS INFORMATION
CIRCULAR.
The enclosed Instrument of Proxy confers discretionary authority
upon the person appointed proxy thereunder to vote with respect to amendments or
variations of matters identified in the Notice of Meeting and with respect to
other matters that may properly come before the Meeting. In the event that
amendments or variations to matters identified in the Notice of Meeting are
properly brought before the Meeting or any other business is properly brought
before the Meeting, it is the intention of the persons designated in the
enclosed Instrument of Proxy to vote in accordance with their best judgement on
such matters or business. At the time of the printing of this Information
Circular, management of the Company knows of no such amendment, variation or
other matter which may be presented to the Meeting.
VOTING RIGHTS
Stockholders of record of the Company as of the close of business on
March 31, 2005 have the right to receive notice of and to vote at the Annual
Meeting. On March 31, 2005, the Company had issued an outstanding [193,596,575]
shares of Common Stock (the "Common Stock"), the only class of voting securities
outstanding. Each share of Common Stock is entitled to one (1) vote for as many
separate nominees as there are directors to be elected and for or against all
other matters presented. For action to be taken at the Annual Meeting, a
majority of the shares entitled to vote must be represented at the Annual
Meeting in person or by proxy. Shares of stock may not be voted cumulatively.
Abstentions and broker non-votes each will be included in determining the number
of shares present and voting at the Annual Meeting. Abstentions will be counted
in tabulations of the votes cast on proposals, whereas broker non-votes will not
be counted for purposes of determining whether a proposal has been approved.
EXPENSE OF MAILING
The expense of preparing and mailing of this Proxy Statement to
shareholders of the Company is being paid for by the Company. The Company is
also requesting brokers, custodians, nominees and fiduciaries to forward this
Proxy Statement to the beneficial owners of the shares of common stock of the
Company held of record by such persons. The Company will not reimburse such
persons for the cost of forwarding.
PROXIES
In voting their Common Stock, stockholders may vote in favor of or
against the proposal to approve the proposals on the agenda or may abstain from
voting. Stockholders should specify their choice on the accompanying proxy card.
All properly executed proxy cards delivered pursuant to this solicitation and
not revoked will be voted at the Meeting in accordance with the directions
given. If no specific instruction are given with regard to the matter to be
voted upon, then the shares represented by a signed proxy card will be voted
"FOR" the approval of the Amendment and in the discretion of such proxies to any
other procedural matters which may properly come before the Meeting or any
adjournments thereof. All proxies delivered pursuant to this solicitation are
revocable at any time before they are voted at the option of the persons
executing them by (i) giving written notice to the Secretary of the Company,(ii)
by delivering a later dated proxy card, or (iii) by voting in person at the
Meeting. All written notices of revocation and other communications with respect
to evocations of proxies should be addressed to Maurice Tsakok, Secretary, China
NetTV Holdings Inc., World Trade Centre, Suite 536, 999 Canada Place, Vancouver,
BC V6C 3E2 Canada.
HOLDERS OF COMMON STOCK ARE REQUIRED TO COMPLETE, DATE, AND SIGN THE
ACCOMPANYING PROXY CARD AND RETURN IT PROMPTLY TO THE COMPANY IN THE
ACCOMPANYING ENVELOPE.
The person named as proxy is Maurice Tsakok, Secretary and Director of the
Company.
In addition to the solicitation of proxies by mail, the Company, through its
directors, officers, and employees, may solicit proxies from stockholders
personally or by telephone or other forms of communication. The Company will not
reimburse anyone for reasonable out-of-pocket costs and expenses incurred in the
solicitation of proxies. The Company also will request brokerage houses,
nominees, fiduciaries, and other custodians to forward soliciting materials to
beneficial owners, and the Company will reimburse such persons for their
reasonable expenses incurred in doing so. All expenses incurred in connection
with the solicitation of proxies will be borne by the Company.
INTEREST OF PERSONS IN MATTERS TO BE ACTED UPON
None. No director or shareholder owning 10% or more of the outstanding shares
has indicated her or his intent to oppose any action to be taken at the meeting.
No officer or director or shareholder has any interest in any matter to be voted
upon, except that all officers and directors may be deemed beneficiaries under
the Employee Stock Award Program.
VOTING SECURITIES AND BENEFICIAL OWNERSHIP
As of the call date of the meeting, _________________, 2005, the total
number of common shares outstanding and entitled to vote was [193,596,575]. The
holders of such shares are entitled to one vote for each share held on the
record date. There is no cumulative voting on any matter on the agenda of this
meeting. No additional shares will be issued subsequent to call date and prior
to meeting.
RECORD DATE
Stock transfer records will remain open. Five days prior to mailing of
the Proxy Statement shall be the record date for determining shareholders
entitled to vote and receive notice of the meeting.
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth information as of March 7, 2005, with
respect to the shares of common stock of the Company owned by (i) owners of more
than 5% of the outstanding shares of common stock, (ii) each director of the
Company, and (iii) all directors and officers of the Company as a group. Unless
otherwise indicated, all shares are held by the person named and are subject to
sole voting and investment by such person.
Title of Class Name and Address of Beneficial Amount and Nature of Percentage of
Owner Beneficial Ownership Class
- ----------------------- ------------------------------------ ------------------------- ------------------
Common stock Zhi Wang 10,600,000 5.48%
116 - 2205 Bridgeport Pkwy.
California 94404
- ----------------------- ------------------------------------ ------------------------- ------------------
Common stock Richco Investors Inc. 15,000,000 7.75%
Suite 900, 789 West Pender Street
Vancouver, B.C., V6C 1H2 Options
for 750,000 shares (including
Beneficial ownership through Gemsco
Management LTD.
- ----------------------- ------------------------------------ ------------------------- ------------------
Option for Common Anthony Garson 1,000,000 0.70%
stock Suite 536, World Trade Centre
999 Canada Place
Vancouver, BC V6C 3E2
- ----------------------- ------------------------------------ ------------------------- ------------------
Option for Common Maurice Tsakok 750,000 0.53%
stock 900-789 W. Pender St.
Vancouver, BC
Canada V6C 1H2
- ----------------------- ------------------------------------ ------------------------- ------------------
Common stock Gary Gui - 0.0%
Suite 536, World Trade Centre
999 Canada Place
Vancouver, BC V6C 3E2
- ----------------------- ------------------------------------ ------------------------- ------------------
Common stock Zhi Wang 10,600,000 7.45%
116 - 2205 Bridgeport Pkwy
California 94404
- ----------------------- ------------------------------------ ------------------------- ------------------
TOTAL AS A GROUP 13,250,000 9.32%
- ----------------------- ------------------------------------ ------------------------- ------------------
If all options are exercised 15,000,000 10.52%
VOTING REQUIRED FOR APPROVAL
I. A majority of the shares of common stock outstanding at the record
date must be represented at the Annual Meeting in person or by proxy in order
for a quorum to be present and in order to take action upon matters to be voted
upon, but if a quorum should not be present, the meeting may be adjourned
without further notice to shareholders, until a quorum is assembled. Each
shareholder will be entitled to cast one vote at the Annual Meeting for each
share of common stock registered in such shareholder's name at the record date.
II. Abstentions and broker non-votes are counted for purposes of
determining the presence or absence of a quorum for the transaction of business.
Each share of Common Stock entitles the holder thereof to one vote on all
matters to come before the Annual Meeting. Holders of shares of Common Stock are
not entitled to cumulative voting rights.
III. The favorable vote of a plurality of the votes of the shares of
Common Stock present in person or represented by proxy at the Annual Meeting is
necessary to elect the nominees for directors of the Company. To take the other
actions at the meeting involving amending the Articles of Incorporation, a
majority of the shares issued and outstanding must vote in favor of the Articles
of Amendment.
REMUNERATION AND OTHER TRANSACTIONS WITH MANAGEMENT
(a) Cash Compensation.
Compensation paid by the Company for all services provided during the
fiscal year ended December 31, 2003 (1) to each of the Company's two most highly
compensated executive officers whose cash compensation exceeded $60,000.00 and
(2) to all officers as a group is set forth below under directors.
(b) Compensation Pursuant to Plans. Set forth below under directors.
(c) Other Compensation. None.
(d) Compensation of Directors. See stock options below.
Compensation paid by the Company for all services provided during
the period ended December 31, 2004 (1) to each of the Company's directors whose
cash compensation exceeded $60,000.00 and (2) to all directors as a group is set
forth below:
DIRECTORS' COMPENSATION
Annual Compensation Security Grants
------------------------------------- ---------------------------------
Name and Annual Consulting Number Number
Principal Retainer Meeting Fees/Other of of Underlying
Position Fees ($) Fees ($) Fees ($) Shares Options/SARs
Ronald Xie, - - - - -
(resigned on
May 4, 2004)
Anthony Garson - - - - 1,000,000
Jie Yang - - - - 2,350,000
Zhi Wang - - 39,000 - 9,400,000
Maurice Tsakok - - - - 750,000
Loong Keng Lim - - - - -
(resigned on
March 30, 2004)
Under the agreement between the option's holders and the Company, these options
granted during the period ending on December 31, 2003 have been cancelled.
Committees and Meetings
The Board held multiple meetings during the fiscal year ended December
31, 2004. The Company did not have separate Audit and Compensation Committees.
The Board acted as standing Audit and Compensation Committees. The Audit
Committee conducted its business during the regular meetings of the Board of
Directors during the last fiscal year and in addition, conferred from time to
time as necessary. The Compensation Committee, in addition to meetings as part
of the regular meetings of the Board, also conferred from time to time as
necessary. The Board has no separate nominating committee. The Board acted as
nominating committee. All directors attended more than 75% of the Board meetings
and the meetings of the Board committees on which such directors served.
The Audit Committee has the responsibility to review the scope of the
annual audit, recommend to the Board the appointment of the independent
auditors, and meet with the independent auditors for review and analysis of the
Company's systems, the adequacy of controls and the sufficiency of financial
reporting and accounting compliance.
COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION IN COMPENSATION DECISIONS
The Securities and Exchange Commission requires disclosure where an
executive officer of a company served or serves as a director or on the
compensation committee of an entity other than the Company and an executive
officer of such other entity served or serves as a director or on the
compensation committee of the Company. The disclosure is made under Management
Experience. Decisions as to executive compensation are made by the Compensation
Committee.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.
ANNUAL REPORT
The Company's Annual Report on Form 10-KSB for the year ended December
31, 2004 (the "Form 10-KSB") is being furnished simultaneously herewith. The
Form 10-KSB is not considered a part of this Proxy Statement.
The Company will also furnish to any stockholder of the Company a copy
of any exhibit to the Form 10-KSB as listed thereon, upon request and upon
payment of the Company's reasonable expenses of furnishing such exhibit.
Requests should be directed to Maurice Tsakok, Secretary, at World Trade Centre,
Suite 536, 999 Canada Place, Vancouver, BC V6C 3E2 Canada.
BOARD OF DIRECTORS AND OFFICERS
The persons listed below are Officers and the members of the Board of
Directors. Three persons designated with numerals (1), (2), and (3) are nominees
for Director for the following term.
DIRECTORS AND EXECUTIVE OFFICERS
The directors and executive officers of the Company as of December 24,
2004 are as follows:
Name Position Held with the Age Period of Service
Company as Officer or
Director
- --------------------------------------------------------------------------------
Anthony Garson President, Director 61 Annual
Maurice Tsakok Secretary, Director 52 Annual
Jie Yang Vice President, Director 42 Annual
Zhi Wang Chairman, Director 47 Annual
The directors of the Company hold office until the next annual meeting
of the shareholders and until their successors have been duly elected and
qualified. The officers of the Company are elected at the annual meeting of the
Board of Directors and hold office until their successors are chosen and
qualified or until their death, resignation, or removal. The Company presently
has no executive committee.
The principal occupations of each director and officer of the Company
for at least the past five years are as follows:
MANAGEMENT EXPERIENCE
Anthony Garson, President since May 2004, Vice-Chairman and Director, he obtain-
ed a BSc in 1969 from the University of Waterloo, Ontario. He received an MBA
from University of Toronto, Ontario in 1983. Mr. Garson was President and
Director of International Arimex Resources Inc. from 2003 to June 2004. He has
been a Director of Grayd Resource Corporation since 2003. He has been a Director
of DiscFactories Corporation since 1999 and is periodically a Lecturer at
Centennial College. Mr. Garson is a director of Colibri Resource Corp.
Maurice Tsakok, a Director since May 2000, he holds a Mechanical Engineering
degree (1974 University of Minnesota) as well as an MBA (Management
Science)(1976 Hofstra University). From 1997 to date, he has been a principal
director in Gemsco Management, Ltd. He was a Director of Xin Net Corp from 1999
to May 2004 and was a Director of Richco Investors Inc. from 1995 to October
2003.
Jie Yang, a Director, age 41, Director. He graduated from Beijing University of
International Business & Economics, Beijing, China in 1984 and obtained a
Bachelor of Economics. He has been director and Vice President of Honglu Invest
- -ment Holdings, Inc. since 2001; President of Sundecine Enterprises Inc. (1997-
2001); General Manager, Jianxin Trading Co., 1988-97; Assistant Customs
Supervisor, Beijing Customs Administration, 1984-87.
Zhi Wang, a director, ZHI WANG, age 47, Director. Finished diploma in business
administration at China Radio & Television University ("CRTVU") in 1984 and
pursued further studies in business administration under exchange program in
Australia 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 coke 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,
the Leading Team on Tibetan Economy, the State Council of China, 1984.
Xiaojun Ma, a Director, age 38. Mr. Ma earned his BA in Commerce from Beijing
International Studies University in 1990. In 2001 he earned his MBA from
Australian National University. From 1990 - 1996, Mr. Ma was a sales represent-
ative with Tibet International trade Import & Export Corporation, Beijing Office
(an international import and export in Tibet). From 1996 - 1998, Mr. Ma was
General Manager Assistant for Tianjin Panyuan Technology Co. Ltd. (a Sino-
America joint venture company producing three-dimensional animation and flash
for advertisement and media companies). From 1998 - 2000, he was General
Manager Assistant of Tibet Mountains & Waves Inc. (a PRC company that owns and
operates a three-star hotel in Jin Hai Hu Resort). From 2001 - 2004, Mr. Ma was
Vice General Manager of Honglu Investmetn Holdings Inc. (an exploration and min-
ing company).
Jing Wang, a Director, age 51. Ms. Wang earned her BA in Finance from Renmin
University of China in 1983. From 1983-1993, Ms. Wang was the Accountant Direct,
Financial Manager, and Director of Economy Research Office for the China Textile
Industrial Engineering Institute, a textile consultant company. From 1993-1997,
she was a member of Beijing Exploration & Design Industry Technology and Economy
Committee, a company that manages and supervises companies and projects in the
exploration and design industry. From 1993-1997, she was General Accountant and
Economist for Beijing Exploration & Design Association Textile Industrial
Engineering Consultation Limited. From 1997-1998, she was the General Accountant
for Tianjin Tibet Express Trade Limited, an import and export company, and for
Tianjin Panyuan Technology Co. Ltd., a joint venture company producing
three-dimentional animation and flash for advertisement and media companies.
From 1988 to the present, she has been CFO of Tibet Mountain & Waves Inc., a
hotel management company, Honglu Investment Holdings Inc., a mining and
exploration company, and Tianjin Tibet Express Trade Limited.
PROPOSAL #1
NOMINATION AND ELECTION OF DIRECTORS
The Company's Bylaws currently provide for the number of directors of
the Company to be established by resolution of the Board of Directors and that
number is between 1 and 8. The Board has nominated four persons. At this Annual
Meeting, a Board of four directors will be elected. Except as set forth below,
unless otherwise instructed, the proxy holders will vote the proxies received by
them for Management's nominees named below.
All the nominees are presently directors of the Company. In the event
that any Management nominee shall become available, or if other persons are
nominated, the proxy holders will vote in their discretion for a substitute
nominee. It is not expected that any nominee will be unavailable. The term of
office of each person elected as a director will continue until the next Annual
Meeting of Stockholders or until a successor has been elected and qualified.
The proxies solicited hereby cannot be voted for a number of persons
greater than the number of nominees named below. The Certificate of
Incorporation of the Company does not permit cumulative voting. A plurality of
the votes of the holders of the outstanding shares of Common Stock represented
at a meeting at which a quorum is presented may elect directors.
The business experience of each director nominee is shown hereinbelow
of this Proxy Statement.
THE DIRECTORS NOMINATED BY MANAGEMENT ARE:
[Xiaojun Ma]
[Jing Wang ]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" MANAGEMENT'S NOMINEES.
PROPOSAL #2
INDEPENDENT PUBLIC ACCOUNTANTS
Clancy & Co., Independent Public Accountants, have been appointed as
the Certifying Accountants for the period through fiscal year 2004 and
shareholders are asked to ratify such appointment. Ratification of the
appointment of Clancy & Co. as the Company's independent public accountants for
the fiscal year ending December 31, 2005 will require the affirmative vote of a
majority of the shares of Common Stock represented in person or by proxy and
entitled to vote at the Annual Meeting. In the event the stockholders do not
ratify the appointment of Clancy & Co. for the forthcoming fiscal year, such
appointment will be reconsidered by the Board. Representatives of Clancy & Co.
are expected to be present at the Annual Meeting to make statements if they
desire to do so, and such representatives are expected to be available to
respond to appropriate questions.
Unless marked to the contrary, proxies received will be voted "FOR"
ratification of the appointment of Clancy & Co. as independent accountants for
the Company's year ending December 31, 2005.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE COMPANY'S
INDEPENDENT ACCOUTANTS.
PROPOSAL #3
PROPOSED AMENDMENT TO ARTICLES OF INCORPORATION
INCREASE IN AUTHORIZED SHARES
The Company seeks the approval of stockholders to amend the Articles
of Incorporation of the Company to increase the authorized capital of the
Company from 200,000,000 to 500,000,000 shares of common stock. Such increase is
required to enable the Company to entertain other transactions in the future.
Other Potential Transactions
It is emphasized that management of the Company may effect
transactions having a potentially adverse impact upon the Company's stockholders
pursuant to the authority and discretion of the Company's management to complete
share issuances without submitting any proposal to the stockholders for their
consideration. Holders of the Company's securities should not anticipate that
the Company necessarily will furnish such holders with any documentation
concerning the proposed issuance prior to any share issuances. All
determinations (except involving a merger where the number of shares of common
stock of the Company issued will equal more than 20% of the issued and
outstanding shares of common stock of the Company prior to the transaction)
involving share issuances are in the discretion and business judgment of the
Board of Directors in their exercise of fiduciary responsibility, but require a
determination by the Board that the shares are being issued for fair and
adequate consideration.
In the future event that the Board continues to issue shares for
capital, services, or acquisitions, the present management and stockholders of
the Company most likely will not have control of a majority of the voting shares
of the Company.
It is likely that the Company may acquire other compatible business
opportunities through the issuance of common stock of the Company. Although the
terms of any such transaction cannot be predicted, this could result in
substantial additional dilution in the equity of those who were stockholders of
the Company prior to such issuance. There is no assurance that any future
issuance of shares will be approved at a price or value equal to or greater than
the price which a prior stockholder has paid, or at a price greater than the
then current market price. Typically, unregistered shares are issued at less
than market price due to their illiquidity and restricted nature as a result of,
among other things, the extended holding period and sales limitations which such
shares are subject to.
The rights of the existing holders of common stock will not be
affected, except that the authorization of a large number of additional shares
and the issuance of additional shares for future transactions will allow the
following types of actions or events to occur without the current stockholders
being able to effectively prevent such actions or events:
1. Dilution may occur due to the issuance of additional shares. The
percentage ownership of the Company by the existing shareholders
will be diluted from 100% to 40% upon authorization of the
additional shares.
2. Control of the Company by existing stockholders may change due
to new issuances.
3. The election of the Board of Directors may be dominated by new
large stockholders, effectively blocking current stockholders
from electing directors.
4. Business plans and operations may change.
5. Mergers, acquisitions, or divestitures may occur
which are approved by the holders of any newly issued
shares in the future.
PROPOSAL #4
PROPOSED AMENDMENT TO ARTICLES OF INCORPORATION
NAME CHANGE
The Company seeks the approval of stockholders to change the name of
the Company from its current corporate name to Great China Mining, Inc. The new
name to which the corporate name will be changed to has yet to be determined.
The approval by stockholders will be necessary to authorize and direct the Board
of Directors and the officers of the Company to select a name most suitable for
the mining business which the Company intends to enter into in the near future.
This requires an amendment to our Articles of Incorporation.
We believe the name change in our Articles of Incorporation is in
the best interest of our corporation to create a name which is not related to a
defunct business attempt in the technology sector in which the company may never
again engage.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NAME CHANGE.
UNLESS MARKED TO THE CONTRARY, PROXIES RECEIVED WILL BE VOTED "FOR" THE
AMENDMENT TO THE ARTICLES OF INCORPORATION.
SHAREHOLDER PROPOSALS
Shareholders are entitled to submit proposals on matter appropriate for
shareholder action consistent with regulations of the Securities and Exchange
Commission. Should a shareholder intend to present a proposal at next year's
annual meeting, it must be received by the secretary of the Company at World
Trade Centre, Suite 536, 999 Canada Place, Vancouver, BC V6C 3E2 Canada, not
later than 30 days prior to fiscal year end, in order to be included in the
Company's proxy statement and form of proxy relating to that meeting. It is
anticipated that the next annual meeting will be held in May, 2006.
Other Matters. Management knows of no business that will be presented
for consideration at the Annual Meeting other than as stated in the Notice of
Annual Meeting. If, however, other matters are properly brought before the
Annual Meeting, it is the intention of the persons named in the accompanying
form of proxy to vote the shares represented thereby on such matters in
accordance with their best judgment.
Dated: ________________, 2005
By Order of the Board of Directors
By: ----------------------------------
________________, President
PROXY
China NetTV Holdings Inc.
World Trade Centre, Suite 536
999 Canada Place, Vancouver
BC V6C 3E2 Canada
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
ANNUAL MEETING OF STOCKHOLDERS, MAY _____ 2005
The undersigned hereby appoints Maurice Tsakok, with full power of
substitution, for and in the name or names of the undersigned, to vote all
shares of Common Stock of China NetTV Holdings Inc. held of record by the
undersigned at the Annual Meeting of Stockholders to be held on May _____, 2005,
at _____ a.m., at ______________________________________________, and at any
adjournment thereof, upon the matters described in the accompanying Notice of
Annual Meeting and Proxy Statement, receipt of which is hereby acknowledged, and
upon any other business that may properly come before, and matters incident to
the conduct of, the meeting or any adjournment thereof. Said person is directed
to vote on the matters described in the Notice of Annual Meeting and Proxy
Statement as follows, and otherwise in their discretion upon such other business
as may properly come before, and matters incident to the conduct of, the meeting
and any adjournment thereof.
1. To elect directors to hold office until the next annual meeting of
stockholders or until their respective successors have been elected and
qualified:
Nominees: [Xiaojun Ma and Jing Wang]
[_] FOR: nominees listed above (except as marked to the
contrary below).
[_] WITHHOLD authority to vote for nominee(s) specified below
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), write
the applicable name(s) in the space provided below.
- --------------------------------------------------------------------------------
2. To appoint Clancy & Co., Chartered Accountants, as the auditor for the
company for the year ensuing.
[_] FOR [_] AGAINST [_] ABSTAIN
3. To approve the Amendment of the Articles of Incorporation to increase the
authorized capital to from 200,000,000 to 500,000,000 common shares.
[_] FOR [_] AGAINST [_] ABSTAIN
4. To change the name of the Company to Great China Mining, Inc. or as close
thereto as is available and to authorize the Amendment of the Articles of
Incorporation.
[_] FOR [_] AGAINST [_] ABSTAIN
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR
NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE SIGN AND RETURN THIS PROXY
CARD IN THE ENCLOSED ENVELOPE.
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS INDICATED,
WILL BE VOTED "FOR" THE STATED PROPOSALS.
- ----------------------- ----------------------------------------
# of Shares owned Signature of Stockholder
-----------------------------------------
Printed Name
----------------------------------------
Signature if held jointly
----------------------------------------
Printed name
Dated: __________________________, 2005
IMPORTANT: If shares are jointly owned, both owners should sign. If signing as
attorney, executor, administrator, trustee, guardian or other person signing in
a representative capacity, please give your full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.