Proxy Statement - Other Information (preliminary) (pre 14c)
24 Mai 2017 - 11:07PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C
Information
Statement
Pursuant
to Section 14(c) of the Securities Exchange Act of 1934
Check
the appropriate box:
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[X]
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Preliminary
Information Statement
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[ ]
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Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
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[ ]
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Definitive
Information Statement
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FORTUNE
VALLEY TREASURES, INC.
(Name
of Registrant As Specified In Its Charter)
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.
(1)
Title of each class of securities to which transaction applies: Common stock, $0.001 par value
(2)
Aggregate number of securities to which transaction applies: 75,000,000
(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): N/A
(4)
Proposed maximum aggregate value of transaction: N/A
(5)
Total fee paid: N/A
[ ]
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.
(1)
Amount Previously Paid:
(2)
Form, Schedule or Registration Statement No.:
(3)
Filing Party:
(4)
Date Filed:
FORTUNE
VALLEY TREASUES, INC
19F,
Lianhe Tower, 1069 Nanhai Ave, Nanshan District,
Shenzhen,
518000, China
Tel:
(86) 75586961406
May
24, 2017
Dear
Stockholder:
We
are furnishing the enclosed information statement to you in connection with a proposal to amend our Articles of Incorporation
and increase our authorized capital from 75,000,000 shares of common stock, par value $0.001, to 2,000,000,000 shares of common
stock, par value $0.001.
WE
ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Our
Board of Directors reviewed and unanimously approved an amendment to our Articles of Incorporation to increase in our authorized
capital by consent resolutions dated April 20, 2017. The holders of a majority of our issued and outstanding stock also approved
the amendment to our Articles of Incorporation to increase our authorized capital through their written consent dated April 20,
2017. However, pursuant to applicable securities laws the amendment to our Articles of Incorporation and the increase in our authorized
capital will not be affected until at least 20 days after this information statement has been provided to our stockholders who
did not previously consent to the increase in our authorized capital.
By
Order of the Board of Directors:
/s/
Lin Yumin
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Lin
Yumin
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President,
Secretary, Treasurer, Director
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INFORMATION
STATEMENT
Introduction
The
holders of a majority of our issued and outstanding stock on a fully-converted basis have taken an action by written consent without
a meeting, pursuant to the Chapter 78 of the Nevada Revised Statutes, to Our Board of Directors reviewed and unanimously approved
an amendment to our Articles of Incorporation to increase in our authorized capital by consent resolutions dated April 20, 2017.
The holders of a majority of our issued and outstanding stock also approved the amendment to our Articles of Incorporation to
increase our authorized capital through their written consent dated April 20, 2017. The purpose of the amendment to our Articles
of Incorporation is to reorganize our capital structure, which management believes will better position us to attract financing.
There will be no change to the issued and outstanding common shares as a result of the increase in our authorized capital.
This
information statement is being filed pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and provided to our stockholders pursuant to Rule 14c-2 under the Exchange Act.
WE
ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
We
are a fully reporting Exchange Act company incorporated under the laws of the State of Nevada. Our common stock is currently quoted
on the OTC Bulletin Board and OTCQB under the trading symbol FVTI. Information about us can be found in our most recent quarterly
report on Form 10-Q for the period ended December 31, 2016 and our annual report on Form 10-K for the fiscal year ended March
31, 2016, both filed with the Securities and Exchange Commission (the “SEC”). Additional information about us can
be found in our public filings that can be accessed electronically by means of the SEC’s home page on the Internet at http://www.sec.gov,
as well as by other means from the offices of the SEC.
We
will incur all costs associated with preparing, printing and mailing this information statement.
Item
1. Information Required by Items of Schedule 14A
Date,
Time and Place Information
There
will not be a meeting of our stockholders to approve the amendment to our Articles of Incorporation and the increase in our authorized
capital and we are not required to hold a meeting under the Bylaws of the Corporation and Chapter 78 of the Nevada Revised Statutes,
when a corporate action has been approved by the written consent of holders of a majority of our stock entitled to vote on the
matter. There will be no change to the issued and outstanding common shares as a result of the increase in our authorized capital.
Dissenters’
Right of Appraisal
Under
Chapter 78 of the Nevada Revised Statutes, our stockholders do not have dissenters’ rights in connection with the amendment
to our Articles of Incorporation and the increase in our authorized capital.
Voting
Securities and Principal Holders Thereof
The
record date for the determination of stockholders entitled to consent to the amendment to our Articles of Incorporation and the
increase in our authorized capital was April 10, 2017 (the “Record Date”). As of that date, we had 7,750,000 issued
and outstanding shares of common stock, par value $0.001. Each share of our common stock entitles the holder thereof to one vote
on each matter that may come before a meeting or vote of our stockholders.
The
amendment to our Articles of Incorporation and increase in our authorized capital was approved by the holders of a majority of
our stock entitled to vote on the Record Date. The vote required to approve the amendment to our Articles of Incorporation and
the increase in our authorized capital was 50% of the shares entitled to vote plus one vote, a simple majority. The actual affirmative
vote was 51.61% of the issued shares.
Under
applicable securities laws, we are not permitted to effect the amendment to our Articles of Incorporation and increase our authorized
capital until at least 20 days after we distribute a definitive information statement to our stockholders who have not previously
consented to the corporate action.
Security
Ownership of Certain Beneficial Owners and Management
The
following table sets forth certain information regarding our common stock beneficially owned as of the Records Date for (i) each
stockholder known to be the beneficial owner of 5% or more of our outstanding shares of common stock, (ii) each of our officers
and directors and (iii) our officers and directors as a group. A person is considered to beneficially own any shares over which
such person, directly or indirectly, exercises sole or shared voting or investment power, or over which such person has the right
to acquire beneficial ownership at any time within 60 days through an exercise of stock options or warrants or otherwise. Unless
otherwise indicated, voting and investment power relating to the shares shown in the table for our officers and directors is exercised
solely by the beneficial owner thereof.
For
the purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of
our common stock that such person has the right to acquire within 60 days of the date of this information statement. For the purposes
of computing the percentage of outstanding shares of our common stock held by each person or group of persons named above, any
shares that such person or persons has the right to acquire within 60 days of the date hereof is deemed to be outstanding, but
is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein
of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.
IDENTITY OF PERSON
OR GROUP
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CLASS
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TOTAL
SHARES OWNED
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PERCENT OF
SHARES
OWNED
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Lin Yumin
President, Secretary, Treasurer, Director
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Common Stock
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0
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0
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%
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Xinlong Shen
Director
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Common Stock
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1,090,000
Direct
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14.06
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%
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Directors and Executive Officers as a Group (2 persons)
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Common Stock
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1,090,000
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14.06
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%
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(1)
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The persons named above known to be a beneficial owner of 5% or more of the Company’s stock may be deemed to be a “parent” and “promoter” of the Company, within the meaning of such terms under the Securities Act of 1933, as amended, by virtue of his direct holdings in the Company.
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Shareholders
In Support of the Amendment to our Articles of Incorporation
The
following table sets forth the names and percentage ownership of the shareholders in support of the Amendment to our Articles
of Incorporation and the increase in our authorized capital from 75,000,000 common shares to 2,000,000,000 common shares.
Shareholder Name
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Total Shares
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Percent of Issued
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Shen Xin Long
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1,090,000
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14.06
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%
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He Run Hua
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350,000
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4.51
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%
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Liu Yuan Qing
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340,000
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4.39
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%
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Fan Ye Hua
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320,000
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4.13
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%
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Pan Hong Zhi
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320,000
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4.13
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%
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Guo Xiao Hua
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320,000
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4.13
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%
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Chen Xing Xiang
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320,000
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4.13
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%
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Qiu Dai Nu
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320,000
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4.13
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%
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Yue Qing
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310,000
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4.00
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%
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Zhou Xiu Lan
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310,000
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4.00
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%
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Total
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4,000,000
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51.61
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%
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Based on 7,750,000 issued voting shares as of April 20, 2017
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Amendment
of Charter, Bylaws or Other Documents
We
will affect and Amendment to our Articles of Incorporation and increase our authorized capital from 75,000,000 common shares with
a par value of $0.001 to 2,000,000,000 common shares with a par value of $0.001. There will be no change to the issued and outstanding
common shares as a result of the increase in our authorized capital.
Item
2. Statement that Proxies are not Solicited
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT
TO SEND US A PROXY.
Item
3. Interest of Certain Persons in or in Opposition to Matters to be Acted Upon
Our
current officers and directors have an interest in the Amendment to our Articles of Incorporation and increase our authorized
capital as a result of their ownership of shares of our issued and outstanding common stock. However, we do not believe that they
have any interest that differs from or is greater than that of our other stockholders.
Item
4. Proposals by Security Holders
None.
Item
5. Delivery of Documents to Security Holders
We
undertake to deliver promptly upon written or oral request a separate copy of this information statement to any stockholder at
a shared address to which a single copy of the document was delivered. A stockholder can notify us that he or she wishes to receive
a separate copy of this information statement or any future information statement by writing to us at Suite 2408, Dongfang Science
and Technology Mansion, Nanshan District, Shenzhen, China 518000)
Stockholders
sharing the same address can also request delivery of a single copy of annual reports to security holders, information statements
or Notices of Internet Availability of Proxy Materials if they are receiving multiple of such documents in the same manner.
Item
6. Anti-Takeover Effects of the Proposed Amendment
Release
No. 34-15230 of the Securities and Exchange Commission requires disclosure and discussion of the effects of any stockholder proposal
that may be used as an anti-takeover device. Although the Company has no intent or plan to employ the additional unissued authorized
shares as an anti-takeover device, it is possible that management could use the additional shares to resist or frustrate a third-party
transaction providing an above-market premium that is favored by a majority of the independent stockholders. For example, shares
of authorized and unissued common stock could (within the limits imposed by applicable law) be issued in one or more transactions
that would discourage persons from attempting to gain control of the Company, by diluting the voting power of shares then outstanding.
Similarly, the issuance of additional shares to certain persons allied with the Company’s management could have the effect
of making it more difficult to remove the Company’s current management by diluting the stock ownership or voting rights
of persons seeking to cause such removal. Each of these, together with other anti-takeover provisions in our charter documents
and provided by Nevada law, could potentially limit the opportunity for the Company’s stockholders to dispose of their stock
at a premium.
This
proposal is not being presented with the intent that it be utilized as a type of anti-takeover device or to secure management’s
positions within the Company
By
Order of the Board of Directors:
By:
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/s/
Lin Yumin
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Lin
Yumin
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President,
Secretary, Treasurer, Director
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Dated:
May 24, 2017
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