SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934
Check the appropriate box:
|_| Preliminary Information Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
|X| Definitive Information Statement
SOYODO GROUP HOLDINGS, INC.
(Name of Registrant as Specified In Its Charter)
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|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
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SOYODO GROUP HOLDINGS, INC.
1398 MONTEREY PASS ROAD
MONTEREY PARK, CA 91754
INFORMATION STATEMENT
JUNE 20, 2006
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
This Information Statement, as amended, (the "Information Statement") is being
delivered by Soyodo Group Holdings, Inc. (the "Company"), and relates to
(i)the election of persons to the Board of Directors, and (ii) a
restatement of the Company's Certificate of Incorporation to, among other
things, reflect prior amendments.
This Information Statement is being furnished to the Company's stockholders
solely to provide you with certain information concerning the actions approved
by the Board of Directors and the consenting stockholder in accordance with the
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the regulations promulgated thereunder, including particularly
Regulation 14C.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
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ACTIONS BY BOARD OF DIRECTORS
AND
CONSENTING STOCKHOLDERS
GENERAL
The Company will pay all costs associated with the distribution of this
Information Statement, including the costs of printing and mailing. The Company
will reimburse brokerage firms and other custodians, nominees and fiduciaries
for reasonable expenses incurred by them in sending this Information Statement
to the beneficial owners of the Company's common stock.
The Company will only deliver one Information Statement to multiple security
holders sharing an address unless we have received contrary instructions from
one or more of the security holders. The Company will promptly deliver a
separate copy of this Information Statement and future stockholder communication
documents to any security holder at a shared address to which a single copy of
this Information Statement was delivered, or deliver a single copy of this
Information Statement and future stockholder communication documents to any
security holder or holders sharing an address to which multiple copies are now
delivered, upon written or oral request to the Company at the address listed
above.
INFORMATION ON CONSENTING STOCKHOLDER
None.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED ON
None.
PROPOSALS BY SECURITY HOLDERS
None.
DISSENTERS' RIGHT OF APPRAISAL
There are no appraisal rights regarding any matter to be acted upon.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of June 1, 2006 as to each person
who is known to the Company to be the beneficial owner of more than 5% of the
Company's outstanding common stock and as to the security and percentage
ownership of each executive officer and director of the Company and all officers
and directors of the Company as a group. Except where specifically noted, each
person listed in the table has sole voting and investment power with respect to
the shares listed.
SHARES PERCENTAGE
NAME BENEFICIALLY OWNED BENEFICIALLY OWNED
- ---- ------------------ ------------------
Ru-Hua Song, Chairman/President 6,400,000 89.38%
Wu Hai, Secretary 40,000 0.56%
Li Ke-Guang, Vice President 100,000 1.39%
Zhang Hao, vice President 20,000 0.28%
NOTICE TO STOCKHOLDERS OF ACTIONS APPROVED BY CONSENTING STOCKHOLDERS
The following actions were taken based upon the unanimous recommendation of the
Company's Board of Directors and the written consent of the consenting
stockholder:
ACTION 1
ELECTION OF DIRECTORS
On June 1, 2006, pursuant to a written consent in lieu of a meeting of the
Company's stockholders, the following persons were duly elected to the Board of
Directors, in replacement of the entire prior Board:
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RU-HUA SONG (age 44) -has been elected to continue to serve as a director and
the Chairman of the Board of Directors, and also to serve as the President and
Principal Executive Officer, of the Company. Mr. Song is also the President of
three privately-held companies: Sooyoo Inc., located in Los Angeles, Soyodo LLC,
located in San Francisco, and Coll, Inc., located in New York City. From 1992
until 2004, Mr. Song was the co-founder and Chairman of TOP Group, a Chinese
conglomerate engaged in high-tech software, hardware, education and related
businesses. After graduating from the University of Electronic Science and
Technology of China in 1983, Mr. Song accepted a position teaching physics
there, and published more than one hundred papers. Mr. Song has received many
honors, including being named one of the "Ten Men of the Moment" in China's IT
industry and one of the "Most Prominent Young People in China's Software
Industry" in 2000, and one of China's 100 Richest Business People by Forbes in
2000, 2001, and 2002.
PEI-KUN SONG (age 50) -will serve as an independent member of the Board of
Directors. Since June 2004, Mr. Song has been Vice President of Shanghai Hua-Hu
Information Technology Inc. in Shanghai, China. From 1998 to 2004, he worked in
various managerial capacities for TOP Group. Mr. Song received his Professional
Certificate in Modern Enterprises Management from Zhejiang Correspondence
Academy in 1996.
GENG-PO YI (age 37) -will serve as an independent member of the Board of
Directors. Since June 2004, Mr. Yi has been the President of Shanghai Hua-Hu
Information Technology Inc. in Shanghai, China. From 1995 to 2004, he worked
also in various managerial capacities for TOP Group. Mr. Yi received a Bachelor
of Engineering from Guiling Electronics Institute in 1989.
YE FANG (age 47) - has been elected to continue to serve as an independent
member of the Board of Directors. Since 2004, Mr. Fang has been the President of
General Chinese Co., Ltd. in Hong Kong. From 2000 to 2004, he had been Vice
President of Healthcare Industrial Corp. in Chengdu, China. From 1983 to 2000,
he was Deputy Director of Nanjing Fiberglass Research & Design Institute in
Nanjing, China. Mr. Fang received his Bachelor of Science in 1983 from Jilin
University in China.
HAO ZHANG (age 30) -has been elected to serve as a director and to continue to
serve as a Vice President for Soyodo Group Holdings, Inc. He received his
associate degree in Foreign Trade English from Suzhou Vocational College in
China in 1996. After that, Zhang has been working in various business capacities
for companies both in China and the United States.
RU-HUA SONG and HAO ZHANG draw salaries in their capacities as officers ($15,700
and $ 14,795 respectively in 2005). But none of the independent directors
presently receives any compensation for his respective services rendered to the
Company, nor has he received such compensation in the past. Each of them has
agreed to act without compensation until authorized by the Board of Directors.
As of the date of filing this report, none of them is accruing any compensation
pursuant to any agreement with the Company.
No retirement, pension, profit sharing, stock option or insurance programs or
other similar programs have been adopted by the Company for the benefit of any
of the above directors.
ACTION 2
RESTATEMENT OF THE CERTIFICATE OF INCORPORATION
On June 1, 2006, the Board issued a Resolution adopting and approving a Restated
Certificate of Incorporation of the Company, which is set forth as an Exhibit
hereto, to incorporate, in one document, all prior amendments, and to set the
total shares authorized to issue at 12,000,000. Please refer to Exhibit-10.1.
On June 1, 2006, the consenting stockholder issued a written consent in lieu of
a meeting of the Company's stockholders whereby the Amended and Restated
Certificate of Incorporation was approved.
The Amended and Restated Certificate of Incorporation will become effective upon
its filing with the Delaware Secretary of State. Under Federal securities laws,
the Company may not file the Restated Certificate of Incorporation until at
least 20 days after the mailing of this Information Statement.
BY ORDER OF THE BOARD OF DIRECTORS:
By: /s/ Ru-hua Song
-----------------
Name: Ru-hua Song
Its: Chairman
June 20, 2006
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