UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14C
(RULE 14c-101)
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))
☒
.Definitive Information
Statement
ECO ENERGY TECH ASIA,
LTD.
(Name of Registrant As Specified In Charter)
Payment of Filing Fee (Check the appropriate box):
☒
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:
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:
5) 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.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No:
3) Filing Party:
4) Date Filed:
THIS INFORMATION STATEMENT IS BEING PROVIDED TO
YOU BY THE BOARD OF DIRECTORS OF THE COMPANY
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
Eco Energy Tech Asia, Ltd.
Unit 503, 5/F, Silvercord Tower 2,
30 Canton Road, TST,
Kowloon, Hong Kong
INFORMATION STATEMENT
(Definitive)
September 6, 2019
GENERAL INFORMATION
This
Information Statement has been filed with the Securities and
Exchange Commission and is being furnished, pursuant to Section 14C
of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), to the holders (the
“Stockholders”) of the common stock, par value $.001
per share (the “Common Stock”), of Eco Energy Tech
Asia, Ltd., a Nevada Corporation (the “Company”), to
notify such Stockholders that on or about August 20, 2019, the
Company received written consents in lieu of a meeting of
Stockholders from holders of 29,000,000 shares of voting
securities representing approximately 51.5% of the 56,200,704
shares of the total issued and outstanding shares of voting stock
of the Company (the “Majority Stockholders”) to
authorize the Company’s Board of Directors to approve the
following:
1) At the Board’s discretion,
effecting a one-for-one hundred (1:100) reverse stock split of the
Company’s issued and outstanding shares of common stock,
without reducing the number of authorized shares of common stock
(the “Reverse Stock Split”); and
2)
To amend the Company’s Articles of Incorporation to change
the name of the Company from Eco Energy Tech Asia, Inc. to AIFarm,
Ltd. (the “Name Change”).
The
Reverse Stock Split and Name Change are collectively referred to
herein as the “Actions.”
On
August 20, 2019, the Board of Directors of the Company approved the
Actions, subject to Stockholder approval. The Majority Stockholder
approved the Actions by written consent in lieu of a meeting on
August 20, 2019. Accordingly, your consent is not required and is
not being solicited in connection with the approval of the Actions.
The Name Change will become effective when we file the Certificate
of Amendment (the “Amendment”) with the Secretary of
State of the State of Nevada twenty (20) days after the Definitive
Information Statement is filed and mailed to Stockholders of
Record.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A
PROXY.
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Date:
September 6, 2019
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For the
Board of Directors of
ECO ENERGY TECH ASIA, LTD.
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By:
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/s/ Yuen May Cheung
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Yuen
May Cheung
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Chief
Executive Officer and Director
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RECOMMENDATION OF THE BOARD OF DIRECTORS
The
Board of Directors of the Company (the “Board”)
believes that the stockholders of the Company will benefit from the
Reverse Stock Split because it will attract potential investment
from outside investors which will create a more liquid public
market for its common stock. In order to facilitate such
transaction, the Board has determined that the capitalization
structure of the Company should be simplified.
ACTIONS TO BE TAKEN
This
Information Statement contains a brief summary of the material
aspects of the actions approved by the Board and the holders of the
majority of the outstanding voting capital stock of the
Company.
ACTION I: REVERSE STOCK SPLIT
DECREASE THE NUMBER OF ISSUED AND OUTSTANDING SHARES OF OUR COMMON
STOCK
GENERAL
The
Board approved a resolution to effectuate a 1:100 reverse stock
split. Under this reverse stock split each100 shares of
our Common Stock will be automatically converted into 1 share of
Common Stock. To avoid the issuance of fractional shares
of Common Stock, the Company will issue an additional share to all
holders of fractional shares. The effective date of the
reverse stock split will be set at the discretion of the Board of
Directors.
PLEASE NOTE THAT THE REVERSE STOCK SPLIT WILL NOT CHANGE YOUR
PROPORTIONATE EQUITY INTERESTS IN THE COMPANY, EXCEPT AS MAY RESULT
FROM THE ISSUANCE OR CANCELLATION OF SHARES PURSUANT TO THE
FRACTIONAL SHARES.
PLEASE NOTE THAT THE REVERSE STOCK SPLIT WILL HAVE THE EFFECT OF
SUBSTANTIALLY INCREASING THE NUMBER OF SHARES THE COMPANY WILL BE
ABLE TO ISSUE TO NEW OR EXISTING SHAREHOLDERS BECAUSE THE NUMBER OF
AUTHORIZED SHARES WILL REMAIN THE SAME WHILE THE NUMBER OF SHARES
ISSUED AND OUTSTANDING WILL BE REDUCED 100-FOLD.
PURPOSE AND MATERIAL EFFECTS OF THE REVERSE STOCK
SPLIT
The
Board of Directors believe that, among other reasons, the number of
outstanding shares of our Common Stock have contributed to a lack
of investor interest in the Company and has made it difficult to
attract new investors and potential business
candidates. As a result, the Board of Directors has
proposed the Reverse Stock Split as one method to attract business
opportunities in the Company.
When
a company engages in a reverse stock split, it substitutes one
share of stock for a predetermined amount of shares of stock. It
does not increase the market capitalization of the company. An
example of a reverse split is the following. A company has
10,000,000 shares of common stock outstanding. Assume the market
price is $.01 per share. Assume that the company declares a 1 for 5
reverse stock split. After the reverse split, that company will
have 1/5 as many shares outstanding, or 2,000,000 shares
outstanding. The stock will have a market price of $0.05. If an
individual investor owned 10,000 shares of that company before the
split at $.01 per share, he will own 2,000 shares at $.05 after the
split. In either case, his stock will be worth $100. He is no
better off before or after. Except that such company hopes that the
higher stock price will make that company look better and thus the
company will be a more attractive merger target for potential
business. There is no assurance that that Company's stock will rise
in price after a reverse split or that the Company shall be able to
raise any additional capital.
We
believe that the Reverse Stock Split may improve the price level of
our Common Stock and that the higher share price could help
generate interest in the Company among investors and other business
opportunities. However, the effect of the Reverse Stock Split upon
the market price for our Common Stock cannot be predicted, and the
history of similar stock split combinations for companies in like
circumstances is varied. There can be no assurance that the market
price per share of our Common Stock after the Reverse Stock Split
will rise in proportion to the reduction in the number of shares of
Common Stock outstanding resulting from the Reverse Stock Split.
The market price of our Common Stock may also be based on our
performance and other factors, some of which may be unrelated to
the number of shares outstanding.
The
Reverse Stock Split will affect all of our stockholders uniformly
and will not affect any stockholder's percentage ownership
interests in the Company or proportionate voting power, except to
the extent that the Reverse Stock Split results in any of our
stockholders owning a fractional share. All stockholders holding a
fractional share shall be issued an additional share. The principal
effect of the Reverse Stock Split will be that the number of shares
of Common Stock issued and outstanding will be reduced from
56,200,704 shares of Common Stock as of August 21, 2019, to
approximately 562,007 shares (depending on the number of fractional
shares that are issued or cancelled). The Reverse Stock Split will
affect the shares of Common Stock outstanding. Currently, the
Company has no Preferred Shares authorized. The number of
authorized shares of Common Stock will not be
affected.
The
Stock Split will not affect the par value of our Common Stock. As a
result, on the effective date of the Reverse Stock Split, the
stated capital on our balance sheet attributable to our Common
Stock will be reduced to less than the present amount, and the
additional paid-in capital account shall be credited with the
amount by which the stated capital is reduced. The per share net
income or loss and net book value of our Common Stock will be
increased because there will be fewer shares of our Common Stock
outstanding.
The
Reverse Stock Split will not change the proportionate equity
interests of our stockholders, nor will the respective voting
rights and other rights of stockholders be altered. The Common
Stock issued pursuant to the Reverse Stock Split will remain fully
paid and non-assessable. The Reverse Stock Split is not intended
as, and will not have the effect of, a “going private
transaction” covered by Rule 13e-3 under the Securities
Exchange Act of 1934. We will continue to be subject to the
periodic reporting requirements of the Securities Exchange Act of
1934.
Stockholders
should recognize that they will own fewer numbers of shares than
they presently own. While we expect that the Reverse Stock Split
will result in an increase in the potential market price of our
Common Stock, there can be no assurance that the Reverse Stock
Split will increase the potential market price of our Common Stock
by a multiple equal to the exchange number or result in the
permanent increase in any potential market price (which is
dependent upon many factors, including our performance and
prospects). Also, should the market price of our Common Stock
decline, the percentage decline as an absolute number and as a
percentage of our overall market capitalization may be greater than
would pertain in the absence of a reverse split. Furthermore, the
possibility exists that potential liquidity in the market price of
our Common Stock could be adversely affected by the reduced number
of shares that would be outstanding after the reverse split. In
addition, the reverse split will increase the number of
stockholders of the Company who own odd lots (less than 100
shares). Stockholders who hold odd lots typically will experience
an increase in the cost of selling their shares, as well as
possible greater difficulty in effecting such sales. Consequently,
there can be no assurance that the reverse split will achieve the
desired results that have been outlined above.
Anti-Takeover Effects of the Reverse Stock Split
THE OVERALL EFFECT OF THE REVERSE STOCK SPLIT MAY BE TO RENDER MORE
DIFFICULT THE ACCOMPLISHMENT OF MERGERS OR THE ASSUMPTION OF
CONTROL BY A PRINCIPAL STOCKHOLDER, AND THUS MAKE DIFFICULT THE
REMOVAL OF MANAGEMENT.
The
effective increase in the number of our authorized shares available
for issuance as a result of a reduction in our issued and
outstanding shares could potentially be used by management to
thwart a take-over attempt. The over-all effects of this
proposal might be to render it more difficult or discourage a
merger, tender offer or proxy contest, or the assumption of control
by a holder of a large block of the Company’s securities and
the removal of incumbent management. The proposal could
make the accomplishment of a merger or similar transaction more
difficult, even if, it is beneficial to
shareholders. Management might use the additional shares to
resist or frustrate a third-party transaction, favored by a
majority of the independent stockholders that would provide an
above market premium, by issuing additional shares to frustrate the
take-over effort.
This
proposal is not the result of management’s knowledge of an
effort to accumulate the issuer’s securities or to obtain
control of the issuer by means of a merger, tender offer,
solicitation or otherwise. It was done as a way to attract
potential investors and conduct a financing
transaction.
Neither
the Company’s charter nor its by-laws presently contain any
provisions having anti-takeover effects and this proposal is not a
plan by management to adopt a series of amendments to the
Company’s charter or by-laws to institute an anti-takeover
provision. The Company does not have any plans or
proposals to adopt other provisions or enter into other
arrangements that may have material anti-takeover
consequences.
As
discussed above, the Reverse Stock Split was the subject of a
unanimous vote by the Board of Directors approving the Reverse
Stock Split. There are no rules or practices on any
stock exchange that permit such exchange to reserve the right to
refuse to list or to de-list any stock which completes a reverse
stock split.
PLANS, PROPOSALS OR ARRANGEMENTS TO ISSUE NEWLY AVAILABLE SHARES OF
COMMON STOCK
The
main purpose of completing this Reverse Stock Split is to increase
the amount of shares available in order to have the ability to
issue shares and attract investors. The Company has not
entered into any agreements whereby it has agreed to issue the
newly available shares.
FRACTIONAL SHARES
We
will not issue fractional certificates for post-reverse split
shares in connection with the reverse split. Instead, an additional
share shall be issued to all holders of a fractional share. To the
extent any holders of pre-reverse split shares are entitled to
fractional shares as a result of the Reverse Stock Split, the
Company will issue an additional share to all holders of fractional
shares.
STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE AND SHOULD
NOT SUBMIT ANY CERTIFICATES WITHOUT THE LETTER OF
TRANSMITTAL.
SUMMARY OF REVERSE STOCK SPLIT
Below is a brief summary of the reverse stock split:
The
issued and outstanding Common Stock shall be reduced on the basis
of one post-split share of the Common Stock for every 100 pre-split
shares of the Common Stock outstanding. The consolidation shall not
affect any rights, privileges or obligations with respect to the
shares of the Common Stock existing prior to the
consolidation.
Stockholders
of record of the Common Stock as of August 30, 2019, shall have
their total shares reduced on the basis of one post-split share of
Common Stock for every 100 pre-split shares
outstanding.
As
a result of the reduction of the Common Stock, the pre-split total
of issued and outstanding shares of 56,200,704 shall be
consolidated to a total of approximately 562,007 issued and
outstanding shares (depending on the number of fractional shares
that are be issued or cancelled).
The
Company’s authorized number of common stock shall remain at
75,000,000 shares of the Common Stock.
ACTION
2 - NAME CHANGE
AMENDMENT OF ARTICLES OF INCORPORATION TO CHANGE THE NAME OF THE
COMPANY
The
Board of Directors has determined that the Name Change better
reflects the nature of the Company’s new business
direction.
Purpose of the Name Change
On August 20, 2019, the Company’s Board of
Directors and the Majority Stockholders owning a majority of the
Company’s voting securities approved a resolution authorizing
the Company to amend the Articles of Incorporation to change the
Company’s name to AIFarm, Ltd. The Board believes
that the Name Change better reflects the nature of the
Company’s anticipated operations.
Amended Certificate of Incorporation
Upon
the effectiveness and on the date that is twenty (20) days
following the mailing of this Information Statement, the Board of
Directors shall have the Company’s Certificate of Amendment
to the Articles of Incorporation filed with the State of Nevada in
order to effect the name change.
This
Actions have been approved by the Board and the written consents of
the holders of the majority of the outstanding voting capital stock
of the Company.
The
entire cost of furnishing this Information Statement will be borne
by the Company. The Company will request brokerage houses,
nominees, custodians, fiduciaries and other like parties to forward
this Information Statement to the beneficial owners of the Common
Stock held of record by them and will reimburse such persons for
their reasonable charges and expenses in connection therewith. The
Board of Directors has fixed the close of business on August 30,
2019, as the record date (the “Record Date”) for the
determination of Stockholders who are entitled to receive this
Information Statement.
You
are being provided with this Information Statement pursuant to
Section 14C of the Exchange Act and Regulation 14C and Schedule 14C
thereunder, and, in accordance therewith, the Actions will not
become effective until at least 20 calendar days after the mailing
of this Information Statement.
This
Information Statement is being mailed on or about September 6,
2019, to all Stockholders of record as of the Record
Date.
ADDITIONAL INFORMATION
The
Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and in accordance therewith files reports, proxy
statements and other information including annual and quarterly
reports on Form 10-K and 10-Q (the “1934 Act Filings”)
with the Securities and Exchange Commission (the
“Commission”). Reports and other information filed by
the Company can be inspected and copied at the public reference
facilities maintained at the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, DC 20549. Copies of such material can be
obtained upon written request addressed to the Commission, Public
Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549,
at prescribed rates. The Commission maintains a web site on the
Internet (http://www.sec.gov) that contains reports, proxy and
information statements and other information regarding issuers that
file electronically with the Commission through the Electronic Data
Gathering, Analysis and Retrieval System
(“EDGAR”).
OUTSTANDING VOTING SECURITIES
Our
authorized capital stock consists of 75,000,000 shares of Common
Stock, par value $0.001 per share, of which 56,200,704, shares
are outstanding as of August 30, 2019.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The
following information table sets forth certain information
regarding the Company’s common stock owned on the Record Date
by (i) each who is known by the Company to own beneficially more
than 5% of its outstanding Common Stock, (ii) each director and
officer, and (iii) all officers and directors as a
group:
Name of Beneficial Owner
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Number of Common Shares Owned
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Percent of Class
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Yuen
May Cheung
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29,000,000
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51.5%
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DISSENTER’S RIGHTS OF APPRAISAL
The
Stockholders have no right under Nevada Corporate Law, the
Company’s articles of incorporation consistent with above, or
By-Laws to dissent from any of the provisions adopted in the
Amendments.
EFFECTIVE DATE OF REVERSE STOCK SPLIT AND NAME CHANGE
Pursuant
to Rule 14c-2 under the Exchange Act, the Actions shall not be
effective until a date at least twenty (20) days after the date on
which this Information Statement has been mailed to the
Stockholders. The Company anticipates that the Name Change
contemplated hereby will be effected on or about the close of
business on September 23, 2019. The effective date of the Reverse
Split shall be at the discretion of the Board of
Directors.
CONCLUSION
As
a matter of regulatory compliance, we are sending you this
Information Statement which describes the purpose and effect of the
above actions. Your consent to the above action is not
required and is not being solicited in connection with this
action. This Information Statement is intended to
provide our stockholders information required by the rules and
regulations of the Securities Exchange Act of 1934.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND
US A PROXY. THE ATTACHED MATERIAL IS FOR INFORMATIONAL
PURPOSES ONLY.
Date: September 6, 2019
By
Order of the Board of Directors
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Yuen
May Cheung
Chief
Executive Officer and Director
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