SCHEDULE 14C INFORMATION STATEMENT
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
[X] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Information Statement
China Artists Agency, Inc.
Commission File Number: 0-29019
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
Title of each class of securities to which transaction applies:_________________
Aggregate number of securities to which transaction applies:____________________
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):____________________________________
Proposed maximum aggregate value of transaction:_________
Total fee paid:_______________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
Amount Previously Paid:______________________________
Form, Schedule or Registration Statement No.:____________
Filing Party:________________________________________
Date Filed:_________________________________________
CHINA ARTISTS AGENCY, INC.
UNIT 503C, MIRAMAR TOWER, 132 NATHAN ROAD
TSIMSHATSUI HONG KONG
NOTICE OF ACTION TAKEN BY WRITTEN CONSENT OF MAJORITY SHAREHOLDERS
DEAR SHAREHOLDERS:
We are writing to advise you that China Artists Agency, Inc. will change its
name to China Entertainment Group, Inc. The change in name was approved on June
27, 2005, by unanimous approval of our Board of Directors. In addition, our
controlling shareholder who holds a majority of our issued and outstanding
common stock, approved name change by written consent in lieu of a meeting on
June 27, 2005, in accordance with the relevant sections of Nevada Revised
Statutes. The name change will not be effective until we amend our Articles of
Incorporation by filing a Certificate of Amendment to our Articles of
Incorporation with the Nevada Secretary of State. We intend to file the
Certificate of Amendment twenty days after this information statement is first
mailed to our shareholders.
Our purpose in changing our name reflects the determination by our Board of
Directors that it is in our best interests and desirable to change our name to
reflect the nature of our operations. We hope that such a change will better
reflect our business operations, improve name recognition of the company and
increase the total value of the corporation to our investors.
No action is required by you. The accompanying information statement is
furnished only to inform our shareholders of the action described above before
it takes effect in accordance with Rule 14c-2 promulgated under the Securities
Act of 1934. This information statement is being mailed to you on or about
_________________.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
By order of the Board of Directors,
- --------------------------------
Tang Chien Chang
President and Chief Executive Officer
Tsimshatsui Hong Kong
June ___, 2005
CHINA ARTISTS AGENCY, INC.
UNIT 503C, MIRAMAR TOWER, 132 NATHAN ROAD
TSIMSHATSUI HONG KONG
INFORMATION STATEMENT REGARDING ACTION TAKEN
BY WRITTEN CONSENT OF MAJORITY OF SHAREHOLDERS
We are furnishing this shareholder information statement to you to provide you
with information and a description of an action taken by written consent of our
majority shareholders, on June 27, 2005, in accordance with the relevant
Sections of the Nevada Revised Statutes. This action was taken by our officers
and directors who own in excess of the required majority of our outstanding
stock necessary for the adoption of the action.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
This information statement is being mailed on or about ______________ to
shareholders of record on June 20, 2005. The information statement is being
delivered only to inform you of the corporate action described herein before it
takes effect in accordance with Rule 14c-2 promulgated under the Securities
Exchange Act of 1934.
GENERAL
On June 27, 2005, our Board of Directors unanimously approved, subject to
shareholder approval, an amendment to our Articles of Incorporation to change
our name to China Entertainment Group, Inc. On June 27, 2005, our controlling
shareholder who owns in excess of the required majority of our outstanding stock
necessary for the adoption of the action, approved the name change by action
taken by written consent. The full text of the proposed amendment to the
Articles of Incorporation is attached hereto as Exhibit A.
PURPOSE OF NAME CHANGE
Our purpose in changing our name to China Entertainment Group, Inc., reflects
the determination by our Board of Directors that it is in our best interests and
desirable to change our name to reflect the nature of our operations. We hope
that such a change will better reflect our business operations, improve name
recognition of the company and increase the total value of the corporation to
our investors.
PROCEDURE FOR APPROVAL OF NAME CHANGE; VOTE REQUIRED
The Nevada Revised Statutes requires that, in order for us to amend our Articles
of Incorporation, such amendment must be approved by our Board of Directors and
approved by a majority of the outstanding shares entitled to vote. The Nevada
Revised Statutes also provides that any action which may be taken at a meeting
of the shareholders may be taken without a meeting and without prior notice, if
a consent in writing, setting forth the action so taken, shall be signed by the
holders of a majority of the outstanding shares entitled to vote.
On June 20, 2005, the record date for determination of the shareholders entitled
to receive this Information Statement, there were 135,189,132 shares of common
stock outstanding. The holders of common stock are entitled to one vote for each
share held of record on all matters submitted to a vote of our shareholders. We
needed the affirmative vote of at least a majority of the outstanding shares of
our common stock to approve the name change. Our Board, by its unanimous written
consent, adopted resolutions approving an amendment to our Articles of
Incorporation to change the name of the corporation. By action of written
consent, dated June 27, 2005, a single shareholder who holds a majority of the
shares of the issued and outstanding shares of our common stock, or 81.1% of the
issued and outstanding shares of our common stock, approved the name change.
EFFECTIVE DATE OF AMENDMENT
The amendment to our Articles of Incorporation will become effective upon the
filing with the Nevada Secretary of State of the Certificate of Amendment to our
Articles of Incorporation, attached hereto as Exhibit A. We intend to file the
Certificate of Amendment twenty days after this Information Statement is first
mailed to shareholders.
EFFECT ON CERTIFICATES EVIDENCING SHARES OF CHINA ARTISTS AGENCY, INC. COMMON
STOCK
The change in name will be reflected in its stock records by book-entry in China
Artists Agency, Inc.'s records. For those shareholders that hold physical
certificates, please do not destroy or send to China Artists Agency, Inc. your
stock certificates. Those certificates will remain valid for the number of
shares shown thereon, and should be carefully preserved by you.
DISSENTER'S RIGHTS
The Nevada Revised Statutes do not provide for dissenters' right of appraisal in
connection with the name change.
INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, nominee for election as a director, associate of
any director, executive officer or nominee or any other person has any
substantial interest, direct or indirect, by security holdings or otherwise, in
the proposed name change, which is not shared by all other shareholders of China
Artists Agency, Inc.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial ownership of
the shares of our common stock as of June 20, 2005, except as noted in the
footnotes below, by:
o Each person who we know to be the beneficial owner of 5% or more of our
outstanding common stock;
o Each of our executive officers;
o Each of our directors; and
o All of our executive officers and directors as a group.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage of ownership of that person,
shares of common stock subject to options held by that person that are currently
exercisable or become exercisable within 60 days of June 20, 2005, are deemed
outstanding even if they have not actually been exercised. Those shares,
however, are not deemed outstanding for the purpose of computing the percentage
ownership of any other person. As of June 20, 2005, there were 135,189,132
shares of our common stock were issued and outstanding. Unless otherwise
indicated in the table, the persons and entities named in the table have sole
voting and sole investment power with respect to the shares set forth opposite
the shareholder's name, subject to community property laws, where applicable.
The address of each shareholder is listed in the table
======================= =========================================== ================================== ==================
TITLE OF CLASS NAME AND ADDRESS AMOUNT AND NATURE PERCENT OF CLASS
OF BENEFICIAL OWNER OF BENEFICIAL OWNER (4)
- ----------------------- ------------------------------------------- ---------------------------------- ------------------
Common Stock Chen Ming Yin, Tiffany (1) no shares directly owned,
Unit 503C Miramar Tower
132 Nathan Road, Tsimshatsui Kowloon,
Hong Kong director 0%
- ----------------------- ------------------------------------------- ---------------------------------- ------------------
Tang Chien Chang(1)
Common Stock Unit 503C Miramar Tower no shares directly owned, chief
132 Nathan Road, Tsimshatsui Kowloon, executive officer,
Hong Kong director 0%
- ----------------------- ------------------------------------------- ---------------------------------- ------------------
Wong Shuk Han, Dorothy
Common Stock Unit 503C Miramar Tower no shares owned,
132 Nathan Road, Tsimshatsui Kowloon, chief financial officer,
Hong Kong secretary 0%
- ----------------------- ------------------------------------------- ---------------------------------- ------------------
Imperial International Limited (2)
Common Stock Unit 503C Miramar Tower
132 Nathan Road, Tsimshatsui Kowloon,
Hong Kong 109,623,006 shares 81.1%
- ----------------------- ------------------------------------------- ---------------------------------- ------------------
Orient Financial Services Limited (3)
Common Stock 18/Fl 1 International Finance Ctr
1 Harbourview, Central
Hong Kong 6,809,524 shares 5.0%
- ----------------------- ------------------------------------------- ---------------------------------- ------------------
All directors and named executive no shares directly owned 0%
Common Stock officers as a group
======================= =========================================== ================================== ==================
(1) Chen Ming Yin, Tiffany, is a direct 2.44% shareholder of China Star Entertainment Limited, ("China
Star"), which is an indirect 49% owner of Together Again Limited ("Together Again"). Tang Chien Chang
is indirectly a 50% owner of Colima Enterprises Limited ("Colima"), a 51% owner of Together Again.
Imperial International Limited is 100% owned by Together Again. Imperial International Limited is
anticipated to own approximately 85% of Interactive Marketing.
(2) Imperial International Limited is 100% owned by Together Again. Together Again is 51% owned by Colima,
whose directors are Tang Chien Chang and Kim Min Sup, Mark. Colima is 50% owned by Stylish Century
Enterprises, Inc., ("Stylish") whose director is Kim Min Sup, Mark; Stylish is 100% owned by Mantex
Holdings Limited, whose owner and director is Kim Min Sup, Mark. Colima is 50% owned by Givon
Enterprises Corp., ("Givon") whose director is Tang Chien Chang; Givon is 100% owned by Chartwell
Overseas Limited ("Chartwell"), whose owner and director is Tang Chien Chang. Together Again is 49%
owned by China Star, listed on the Main Board of The Stock Exchange of Hong Kong Limited. China Star is
2.44% owned directly by Ms. Chen Ming Yin, Tiffany; 13.39% owned by Porterstone Limited
("Porterstone"); 4.74% owned by Mr. Heung Wah Keung, and 6.09% owned by Dorest Company Limited
("Dorest"). Dorest is 100% owned by Glenstone Investments Limited ("Glenstone"); Glenstone is 40% owned
by Mr. Heung Wah Kueng, and 60% owned by Porterstone.
(3) Messrs. Nils Ollquist and David Sih are the directors and shareholders of Orient Financial Services
Ltd. (4) Figures may vary slightly due to rounding.
Exhibit A
Certificate of Amendment
(Pursuant to NRS 78.385 and 78.390)
Certificate of Amendment to Articles of Incorporation
For Nevada Profit corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1. Name of corporation: China Artists Agency, Inc.
2. The articles have been amended as follows (provide article numbers, if
available): FIRST: The name of this corporation is China Entertainment
Group, Inc.
3. The vote by which the stockholders holding such shares in the
corporation entitling them to exercise at least a majority of the
voting power, or such greater proportion of the voting power as may be
required in the case of a vote by classes or series, or as may be
required by the provisions of the * articles of incorporation have
voted in favor of the amendment is:______%
4. Effective date of filing (optional):_________________________________
(must not be later than 90 days
after the certificate is filed)
5. Officer Signature (required):_________________________________________
*If any proposed amendment would alter or change any preference or any
relative or other right given to any class or series of outstanding shares,
then the amendment must be approved by the vote, in addition to the
affirmative vote otherwise required, of the holders of shares representing
a majority of the voting power of each class or series affected by the
amendment regardless of limitations or restrictions on the voting power
thereof.
IMPORTANT: Failure to include any of the above information and submit the
proper fees may cause this filing to be rejected.