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):
- -----------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
- -----------------------------------------------------------------
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 DECEMBER 20, 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 20th day of December, 2005 at World Trade Centre, Suite 536, 999 Canada
Place, Vancouver, Canada, at 11:30 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 to recite the new name.
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 November 14,
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 November 2005.
-----------------------
Anthony Garson, CEO
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
December 20, 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 11:30 a.m., Vancouver time, December 20, 2005 at
World Trade Centre, Suite 536, 999 Canada Place, Vancouver, Canada.
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.
Shareholders are advised that a majority of the shares issued and outstanding
have indicated that they intend to vote in favor of the proposals, so it is
reasonably assured that the actions will be taken.
APPOINTMENT OF PROXYHOLDER
The persons named in the accompanying instrument of proxy is an officer
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 judgment 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
November 14, 2005 have the right to receive notice of and to vote at the Annual
Meeting. On November 14, 2005, the Company had issued an outstanding
[199,596,575] 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 cumu-
latively. 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, November 14, 2005, the total
number of common shares outstanding and entitled to vote was [199,596,575]. 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. November 14, 2005 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 November 14, 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 Percentage of
Owner Beneficial Ownership Class Class
Pre-Transaction Post-Transaction
- ----------------------- ------------------------------------ ------------------------- ------------------ ------------------
Common stock Zhi Wang (Chairman/Director) 20,000,000 total 5.4% 7.2%
116 - 2205 Bridgeport Pkwy. 10,600,000 owned
California 94404 (Plus 9,400,000 shares
issuable under Highland
Acquisition agreement)
- ----------------------- ------------------------------------ ------------------------- ------------------
Common stock Richco Investors Inc. 15,000,000 7.6% 5.4%
Suite 900, 789 West Pender Street
Vancouver, B.C., V6C 1H2
- ----------------------- ------------------------------------ ------------------------- ------------------
Common stock Anthony Garson 1,000,000* 0.5% .36%
Suite 536, World Trade Centre Options for Common stock
999 Canada Place
Vancouver, BC V6C 3E2
- ----------------------- ------------------------------------ ------------------------- ------------------
Common stock Maurice Tsakok (Director) 0 0% 0
900-789 W. Pender St.
Vancouver, BC
Canada V6C 1H2
- ----------------------- ------------------------------------ ------------------------- ------------------
Common stock Jie Yang (Director) 2,650,000 owned .9% 1.8%
(Plus 2,350,000 shares
issuable under Highland
Acquisition Agreement)
- ----------------------- ------------------------------------ ------------------------- ------------------
TOTAL AS A GROUP Pre-transaction 29,250,000 14.2%
Post-transaction 41,000,000 14.76%
- ----------------------- ------------------------------------ ------------------------- ------------------
* Issuable or exercisable within 60 days as countable under Section 13d(2).
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, 2004 (1) to each of the Company's two most highly
compensated executive officers whose cash compensation exceeded $60,000.00 and
(2) to all officers as a group is set forth below.
SUMMARY COMPENSATION TABLE OF EXECUTIVES
Annual Compensation Long Term Compensation
------------------------------------------------------ ---------------------------------
Name and Other Annual Securities
Principal Compensation Restricted Underlying/Options
Position Year Salary ($) Bonus ($) Awards ($) Stock Grants Agreements
Ronald Xie, 2004 - 30,000 57,600 - 9,639,000
(Finder's fee
under Highland
Acquisition Agreement.)
President/Director 2003 - 20,000 60,000 - -
(resigned on
Nov. 03, 2004)
- ------------------------------------------------------------------------------------------------------------------
Anthony Garson 2004 - - 38,714 - 1,000,000
President/Director 2003 - - 12,089 - -
- ------------------------------------------------------------------------------------------------------------------
Jie Yang 2004 - 10,000 48,043 2,650,000(1) 2,350,000 (2)
(under Highland
Vice President/ 2003 - 10,000 30,000 - agreement)
Director
- ------------------------------------------------------------------------------------------------------------------
Maurice Tsakok 2004 - - 38,520 - -
Secretary/ 2003 - - 19,260 - -
Director
- ------------------------------------------------------------------------------------------------------------------
Gary Gui 2003 - - 11,754 - -
Vice President
(Resigned 2003)
- ------------------------------------------------------------------------------------------------------------------
(1) Pursuant to Highland Acquisition Agreement.
Total for Executives 2004 - - 40,000 222,554 1,750,000 11,989,000
2003 - - 30,000 133,103 - -
(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 $60,000.00 and (2) to all directors as a group is set
forth below:
DIRECTORS' COMPENSATION 2004
Annual Compensation Security Grants
------------------------------------- ---------------------------------
Name and Annual Consulting Number Number
Principal Retainer Meeting Fees/Other of of Underlying
Position Fees ($) Fees ($) Fees ($) Shares Options/SARs
Ronald Xie, - - - - -
(resigned on
May 4, 2004)
Anthony Garson - - - - 1,000,000
Jie Yang (1) - - - 2,650,000 2,350,000(2)
(Mandatory issuance under
Highland Acquisition Agreement)
Zhi Wang (1) - - 39,000 10,600,000 9,400,000(2)
(Chairman) (Mandatory issuance under
Highland Acquisition Agreement)
Maurice Tsakok - - - - -
Loong Keng Lim - - - - -
(resigned on
March 30, 2004)
- --------------------------------------------------------------------------------------------------------------
Total 2004 - - - 39,000 - 12,750,000
(1) Pursuant to Highland Acquisition Agreement
(2) The following people (including directors) are entitled to be issued
additional shares pursuant to the Highland Acquisition Agreement dated November
5, 2004 which are in form of an Agreement to issue shares upon an increase of
the authorized shares (see Description and discussion herein under Proposal #3)
as follows:
Du Yan Guang 3,760,000 shares
Fu You Zhen 3,290,000 shares
Gao Fengyi 5,640,000 shares
Han Qing Lin 2,490,000 shares
Ibrahim Abdullah 4,700,000 shares
Ma Xiao Jun 3,525,000 shares
Noorappa Abdulrahim Kamaludeen 4,700,000 shares
Wang Donghong 470,000 shares
Wang Jing 3,760,000 shares
Wang Lan Mei 3,760,000 shares
Wang Qiang 3,290,000 shares
Wang Yu Lan 3,525,000 shares
Yang Yan 5,640,000 shares
Yi Ting Bin 235,000 shares
Zhang Zhen Kai 235,000 shares
Zhu Guang Min 4,230,000 shares
Jie Yang (Director) 2,350,000 shares
Zhi Wang (Director) 9,400,000 shares
-----------------
Total 65,000,000 shares
Ronald Xie (Finder's Fees) 9,639,000 shares
Under an agreement between prior option holders and the Company, 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 a 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 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, as amended, for the year ended
December 31, 2004 (the "Form 10-KSB") is being furnished simultaneously
herewith. The Form 10-KSB/A2 is considered a part of this Proxy Statement and
incorporated herein by this reference.
The Company will also furnish to any stockholder of the Company a copy of
any exhibit to the Form 10-KSB, as amended, 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. Mr. Tsakok is not standing for reelection
as a director.
DIRECTORS AND EXECUTIVE OFFICERS
The directors and executive officers of the Company as of November 21,
2005 are as follows:
Name Position Held with the Age Period of Service
Company as Officer or
Director
- --------------------------------------------------------------------------------
Anthony Garson(1) President, Director 61 Annual
CEO/CFO
Maurice Tsakok Secretary, Director 52 Annual
Jie Yang Vice President, Director 42 Annual
Zhi Wang(3) 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. He is a
nominee for election for another term as Director.
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. He is a nominee for
election for another term as Director.
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. He is a
nominee for election for another term as Director.
NOMINEES FOR ELECTION AS DIRECTOR WHO ARE NOT CURRENTLY OFFICERS OR DIRECTORS
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 Chinese 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
mining 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 five persons. At this Annual
Meeting, a Board of five 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 under "Manage
- -ment Experience" preceding this section in this Proxy Statement.
THE DIRECTORS NOMINATED BY MANAGEMENT ARE:
Anthony Garson
Zhi Wang
Jie Yang
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 complete its remaining obligation under the
Highland Acquisition Agreement dated November 5, 2004 which requires the
issuance of an additional 65,000,000 shares of common stock and a finder's fee
of 9,639,000 common shares.
The Highland Acquisition Transaction is described as follows:
On November 5, 2004, the Company and Highland Shareholders entered into a Share
Exchange Agreement whereby the Company agreed to issue 85,000,000 of its common
shares from treasury and an Agreement to Issue Shares for issuance of 65,000,000
of the Company's common shares in exchange for 50% of the issued and outstanding
shares of Highland held by Highland Shareholders, pursuant to the terms and
conditions hereafter set forth:
1. If Highland Shareholders are unable to enter into a binding agreement
on a share purchase and sale transaction (the "Definitive Agreement")
with Continental Minerals Corp. ("Continental"), a company listed on
the Toronto Venture Exchange, to sell and transfer the other 50% of the
issued and outstanding shares of Highland (the "Remaining Shares") to
Continental on or before March 30, 2005 (the "Outside Date"), or if
either or both Continental and Highland Shareholders decide to
terminate the Definitive Agreement pursuant to the terms and conditions
therein on or before the Outside Date, then unless Highland
Shareholders and the Company otherwise agree, Highland Shareholders
shall sell and transfer the Remaining Shares to the Company at a
nominal price, pursuant to the same terms and conditions contained
hereunder as applicable to the parties then. This condition was timely
met.
2. Highland Shareholders have direct or indirect rights or options to, or
interests in, (the rights, options and interests together are called
("Additional Rights")) 25 mineral prospects (including Xietongmen
Copper-Gold Property) in Tibet, China (the "Additional Properties"),
subject to terms and conditions and regulatory requirements attached to
the Additional Rights. Highland Shareholders agreed to transfer and
assign, or shall cause to be transferred and assigned, to the Company
the Additional Rights for $1.00, subject to terms and conditions and
regulatory requirements attached thereto, and terms and conditions
herein. This assignment has been accomplished.
The Company also issued an Agreement to Issue Shares for 9,639,000 common shares
as finder's fee for the transaction.
Highland fully and legally owns Tianyuan Mineral Exploration Ltd. ("Tianyuan"),
as a wholly owned foreign enterprise ("WOFE") registered in Tibet, China,
incorporated pursuant to relevant Chinese laws and regulations, which holds an
exploration license covering Xietongmen Copper-Gold Property located near Xiong
Village, Xietongmen County, Shigatse area, Tibet Autonomous Region, China.
On December 23, 2004, Highland shareholders entered into an option agreement
with Continental. Continental can earn 50% interest of the issued and
outstanding shares of Highland by agreement to pay $2,000,000 to Highland
shareholders and investment of $3,000,000 and $2,000,000 by November 5, 2005 and
November 5, 2006 respectively in Highland to fund the exploration of the
Xietongmen Copper-Gold Property. Continental may earn a further 10% of the
issued and outstanding shares of Highland, through the investment of an
additional $3,000,000 by November 5, 2007 in Highland to fund exploration of the
Xietongmen Copper-Gold Property. If Continental exercises its option to earn a
further 10% equity interest in Highland by fulfilling the related terms and
conditions, the Company shareholding in Highland will be reduced to 40%.
Under the Shareholders Agreement dated December 23, 2004 between Continental,
the Company and other related parties, Continental will manage Highland and
Tianyuan during the option period. Once the option is exercised, further funding
of Highland would be proportional to interests held in the project, with a
proportionate reduction in the shareholdings of any shareholder which fails to
match the funding of the others. If the other parties' shareholdings in Highland
fall below 15%, those parties may elect to convert their holdings to an
entitlement of 12.5% of the after pay-back profit of Highland.
Net investment in Highland at September 30, 2005 follows:
Historical cost of 500,000 shares of Highland Mining Inc. $ 800,000
Equity in undistrbuted losses of investee company (800,000)
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Investment in equity $ -
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The Company does plan to issue shares to complete future transactions,
none of which, future transactions, have been contracted for.
The Company is committed to issue 65,000,000 shares of common stock under
the Highland Acquisition Agreement. The whole agreement provided for the
issuance of 150,000,000 for Highland's shares of which 85,000,000 were issued in
2004. A finder's fee of 9,639,000 shares to be issued was included in the
Agreement in addition to the 150,000,000 shares.
Outstanding as of November 14, 2005 -- 199,596,575 (1)
Highland shareholders now hold 85,000,000 shares or 42% of the currently
outstanding shares.
To be issued under Highland Agreement -- 65,000,000
Additional shares as finder's fee 9,639,000.
Such shares to Highland shareholders will constitute 23.7% of the
shares outstanding after the issuance under the Highland Acquisition
Agreement.
Total after Highland transaction -- 274,235,575 (1) (100%)
(1) Does not include Management Options to acquire a total of 1,000,000 shares
not included in the Highland Acquisiton Agreement.
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 99% to 40% upon authorization of the
additional shares. Immediately after the Highland Acquisition
issuances described hereinabove, the current existing sharehold-
ers will own 46% of the authorized shares (as amended) and High-
land shareholders will have received 150,000,000 common shares
which will constitute 54% of the issued and outstanding common
stock after the issuance of the 65,000,000 shares to the Highland
shareholders. (Does not include finder's fee of 9,639,000 shares
in the computations.)
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.
6. Management might use the additional shares issued in the future
to resist or frustrate a third party transaction which could
offer an above market premium that is favored by a majority of
the independent shareholders.
None of our Articles, Bylaws, Employment Agreements or Credit Agreements
have any material anti-takeover consequences. There are no plans or proposals
to adopt other provisions or enter into other arrangements that may have
material anti-takeover consequences.
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.
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, DECEMBER 20 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 December 20,
2005, at 11:30 a.m., at World Trade Centre, Suite 536, 999 Canada Place,
Vancouver, Canada, 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: [Anthony Garson, Xiaojun Ma, Jing Wang, Jie Yang, and Zhi
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.
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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.
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# of Shares owned Signature of Stockholder
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Printed Name
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Signature if held jointly
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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.