UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
Check the appropriate box:
[X] Preliminary
Information Statement
[ ]
Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[ ]
Definitive Information Statement
YOU ON DEMAND HOLDINGS,
INC.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X]
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No fee required.
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[ ]
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Fee computed on table below per
Exchange Act Rules 14c-5(g) and 0-11.
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1)
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Title of each class of securities to which transaction
applies:
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2)
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Aggregate number of securities to which transaction
applies:
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3)
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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):
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4)
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Proposed maximum aggregate value of
transaction:
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5)
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Total fee paid:
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[ ]
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Fee paid previously with preliminary materials.
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[ ]
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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.
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1)
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Amount Previously Paid:
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2)
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Form, Schedule or Registration Statement No.:
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3)
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Filing Party:
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4)
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Date Filed:
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YOU ON DEMAND HOLDINGS, INC.
375 Greenwich Street,
Suite 516,
New York, New York 10013
__________________________
INFORMATION STATEMENT
__________________________
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE
REQUESTED NOT TO SEND US A PROXY
__________________________
THIS IS NOT A NOTICE OF A MEETING OF SHAREHOLDERS AND NO
SHAREHOLDERS' MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN. THIS
INFORMATION STATEMENT IS BEING FURNISHED TO YOU SOLELY FOR THE PURPOSE OF
INFORMING YOU OF THE MATTERS DESCRIBED
HEREIN.
Information Concerning the Actions by Written Consent
This Information Statement is being furnished to
the shareholders of YOU On Demand Holdings, Inc., a Nevada corporation (the
Company
,
we
,
us
or
our
), pursuant to Section
14(c) of the Securities Exchange Act of 1934, as amended (the
Exchange
Act
), and the rules and regulations promulgated thereunder, for the purpose
of informing our shareholders that, on September 12, 2016, our board of directors
approved by written consent, and on October 6, 2016 the shareholders holding a majority of the
voting power of the Company also approved by written consent, an amendment of
the Articles of Incorporation of the Company to change of our name from YOU On
Demand Holdings, Inc., to Wecast Network, Inc.
Under
the laws of the State of Nevada and our bylaws, shareholder action may be taken
by written consent without a meeting of the shareholders. The written consent of
our board of directors and the written consent of the shareholders holding a
majority of the voting power of the Company are sufficient to approve the
amendment described above (the "
Amendment
"). Therefore, no proxies or
consents were or are being solicited in connection with the Amendment.
We
intend to file a Certificate of Amendment to our Articles of Incorporation to
effectuate the Amendment. The proposed Certificate of Amendment, attached hereto
as
Appendix A
, will become effective when it has been accepted for filing
by the Secretary of State of the State of Nevada. We expect the filing will be
made within a few days after the later of the date that is 20 days from the date
this Information Statement is disseminated to our shareholders. We intend to issue a press release announcing the effective
date of the name change and our new trading symbol.
Record Date
Our
board of directors has fixed the close of business on [ ], 2016 (the
"
Record Date
"), as the record date for determining our shareholders who
are entitled to receive this Information Statement. Only our shareholders of
record as of the Record Date are entitled to notice of the information disclosed
in this Information Statement. As of the record date: [ ] shares of
our common stock, par value $0.001 per share (Common Stock) were issued and
outstanding and held of record by approximately [ ] shareholders of
record, with each of those shares being entitled to one (1) vote; [
] shares of our Series A preferred stock, par value $0.001 per share (Series A
Preferred Stock) were issued and outstanding and held of record by 1
shareholder of record, with the holders thereof being entitled to ten (10) votes
for each share of Common Stock that is issuable upon conversion of a share of
Series A Preferred Stock; and [ ] shares of our Series E preferred
stock, par value $0.001 per share (Series E Preferred Stock) were issued and
outstanding and held of record by approximately 9 shareholders of record, with
the holders thereof being entitled to the number of votes equal to the lesser of
(i) the number of whole shares of Common Stock into which such shares of Series
E Preferred Stock are convertible at [ ], 2016, the record date, and
(ii) the number of whole shares of Common Stock issuable based on the conversion
price of $3.03, the closing trading price of the Companys Common Stock as of
the end of the trading day immediately preceding the closing date of the
financing contemplated by certain Series E Preferred Stock Purchase Agreement by
and among the Company, C Media Limited and certain other purchasers, dated January 31, 2014).
2
Shareholders
as of the Record Date who did not consent to the Amendment are not entitled to
dissenters rights or appraisal rights in connection with the Amendment under
the laws of the State of Nevada or under our bylaws.
Expenses
The
cost of preparing and furnishing this Information Statement will be borne by us.
We may request brokerage houses, nominees, custodians, fiduciaries and other
like parties to forward this Information Statement to the beneficial owners of
our Common Stock held on the Record Date.
Shareholders Sharing an Address
We
will deliver, or cause to be delivered, only one copy of this Information
Statement to multiple shareholders sharing an address, unless we have received
contrary instructions from one or more of the shareholders. We undertake to
promptly deliver, or cause to be promptly delivered, upon written or oral
request, a separate copy of this Information Statement to a shareholder at a
shared address to which a single copy of this Information Statement is
delivered. A shareholder can notify us that the shareholder wishes to receive a
separate copy of this Information Statement by contacting us at the address set
forth above. Conversely, if multiple shareholders sharing an address receive
multiple Information Statements and wish to receive only one, such shareholders
can notify us at the address set forth above.
Information Regarding the Amendment
Reasons
for Name Change
The
board of directors believes the change of our name from YOU On Demand Holdings,
Inc. to Wecast Network, Inc. will be in our best interests as the new name
reflects the Companys new direction and strategy. The Company selected a name
that could better encompass and further establish its identity in the industry
and to more accurately represent its full portfolio of solutions and services
aimed at both a Chinese
and
global audience. This name change marks a new
and expanded focus, and it underscores the Companys firm commitment to offering
innovative products and solutions that go well beyond its current offering.
Approval
of Name Change
On September 12, 2016, the Board approved and on
October 6, 2016 the holders of 31,645,366 of the outstanding votes entitled to
vote on the matter, representing 56.33% of the votes of our issued and
outstanding voting shares, executed and delivered to the Company the written
consents approving the Amendment. Accordingly, in compliance with the laws of
the State of Nevada and our bylaws a majority of the outstanding voting shares
has approved the Amendment, and no other vote or proxy is required of the
shareholders.
Effect
on Shareholders
The
change of name will not effect in any way the validity or transferability of
stock certificates outstanding at the time of the name change, our capital
structure or the trading of our Common Stock on the NASDAQ Capital Market.
Following implementation of the amendment, shareholders may continue to hold
their existing certificates or receive new certificates reflecting the name
change by delivering their existing certificates to the Companys transfer
agent.
Shareholders should not destroy any stock certificates and should not
deliver any stock certificates to the transfer agent until after the
effectiveness of the name change.
No
Appraisal Rights
Our
shareholders do not have any appraisal or dissenters rights in connection
with the approval or implementation of the Amendment.
3
Security Ownership of Certain Beneficial Owners
The following table sets forth information regarding beneficial
ownership of our common stock as of August 31, 2016 (i) by each person who is
known by us to beneficially own more than 5% of our common stock; (ii) by each
of our named executive officers and directors; and (iii) by all of our executive
officers and directors as a group. Unless otherwise specified, the address of
each of the persons set forth below is in care of YOU On Demand Holdings, Inc.,
375 Greenwich Street, Suite 516, New York, New York 10013.
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Shares Beneficially Owned
(1)
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Combined
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Common Stock,
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Name and
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Series A Preferred
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Series E Preferred
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Series A and
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Address of
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Common Stock
(2)
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Stock
(3)
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Stock
(4)
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and Series E
(5)
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Beneficial
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Office, If
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% of
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% of
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% of
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Owner
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Any
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Shares
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Class
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Shares
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Class
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Shares
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Class
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Votes
(2)(3)(4)
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Percentage
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Directors and
Officers
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Bruno Wu
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Chairman
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17,845,223
(1)
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40.1%
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0
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*
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0
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*
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17,845,223
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30.8%
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Mingcheng Tao
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CEO and Director
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0
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*
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0
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*
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0
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*
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0
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*
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Shane McMahon
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Vice Chairman
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3,064,599
(6)
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7.1 %
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0
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*
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2,943,509
(6)
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32.1%
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4,764,645
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8.2%
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Grace He
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Former Vice President of
Finance
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0
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*
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0
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*
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0
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*
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0
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*
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Weicheng Liu
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Former CEO and Director
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2,956,454
(9)
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6.9%
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0
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*
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0
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*
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2,956,454
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5.2%
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Marc Urbach
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Former
President and
CFO
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539,667
(10)
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1.2%
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0
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*
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0
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*
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539,667
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1.0%
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Xuesong Song
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Director
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262,965
(8)
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*
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7,000,000
(7)
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100%
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5,923,807
(7)
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82.8%
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13,017,636
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23.2%
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James Cassano
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Director
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76,989
(11)
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*
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0
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*
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0
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*
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76,989
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*
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Jin Shi
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Director
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44,682
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*
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0
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*
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0
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*
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44,682
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*
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Jerry Fan
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Director
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0
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*
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0
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*
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0
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*
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0
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*
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Polly Wang -
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Director
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0
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*
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0
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*
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0
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*
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0
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*
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All officers and
directors as a group
(11 persons named
above)
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24,790,579
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53.6%
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7,000,000
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100%
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8,867,316
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96.6%
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39,245,296
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64.6%
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5% Securities
Holders
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C Media Limited
CN11 Legend Town,
No.
1 Ba Li Zhuang
Dong Li Chaoyang
District, Beijing
100025 China
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0
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*
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7,000,000
(7)
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100%
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5,923,807
(7)
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81.7%
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12,754,671
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22.7%
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Sun Seven Stars
Hong Kong Cultural
Development Limited
Wing On Centre, 111
Connaught Road
Central, 16th Floor,
Hong Kong
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17,845,223
(12)
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40.1%
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0
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*
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0
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*
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17,845,223
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30.8%
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Harvest
Alternative
Investment
Opportunities
SPC
190 Elgin Avenue,
George Town, Grand
Cayman
KY1-9005,
Cayman Islands
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2,272,727
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5.3%
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0
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*
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0
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*
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2,272,727
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4.0%
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*Less than 1%.
(1) Beneficial Ownership is determined in accordance with the
rules of the SEC and generally includes voting or investment power with respect
to securities. Each of the beneficial owners listed above has direct ownership
of and sole voting power and investment power with respect to our securities. For each
beneficial owner above, any options exercisable within 60 days have been
included in the denominator.
4
(2) A total of 42,715,658 shares of our Common Stock are
considered to be outstanding pursuant to SEC Rule 13d-3(d)(1) as of August 31,
2016.
(3) Based on 7,000,000 shares of Series A Preferred Stock
issued and outstanding as of August 31, 2016, with the holders thereof being
entitled to cast ten (10) votes for every share of Common Stock that is issuable
upon conversion of a share of Series A Preferred Stock (each share of Series A
Preferred Stock is convertible into 0.1333333 shares of Common Stock), or a
total of 9,333,330 votes.
(4) Based on 7,155,000 shares of Series E Preferred Stock
issued and outstanding as of August 31, 2016. Each share of Series E Preferred
Stock is initially convertible into one share of Common Stock, subject to
certain adjustment. The holders of Series E Preferred Stock are entitled to vote
on all matters submitted to a vote of the Companys shareholders and entitled to
the number of votes equal to the lesser of (i) the number of whole shares of
Common Stock into which such shares of Series E Preferred Stock are convertible
at the record date for the determination of shareholders entitled to vote on
such matters, and (ii) the number of whole shares of Common Stock issuable based
on the conversion price of $3.03, the closing trading price of the Companys
Common Stock as of the end of the trading day immediately preceding the closing
date of the financing contemplated by certain Series E Preferred Stock Purchase
Agreement by and among the Company, C Media Limited and certain other
purchasers, dated January 31, 2015.
(5) Represents total voting power with respect to all shares of
our Common Stock, Series A Preferred Stock and Series E Preferred Stock.
(6) Includes (i) 2,324,600 shares of Common Stock, (ii) 533,333
shares of Common Stock underlying options exercisable within 60 days at $3.00
per share, (iii) 40,000 shares of Common Stock underlying options exercisable
within 60 days at $4.50 per share; and (iv) 166,666 shares of Common Stock
underlying options exercisable within 60 days at $2.00 per share. In addition,
Mr. McMahons Series E Preferred Shares includes 933,333 shares of Series E
Preferred Stock and 2,010,176 shares of Series E Preferred Stock, issuable
within 60 days, upon conversion of a promissory note which is convertible at any
time between January 31, 2015 and December 31, 2016, at a price of $1.75 per
share at the option of Mr. McMahon.
(7) Includes 7,000,000 shares of Series A Preferred Stock and
5,923,807 shares of Series E Preferred Stock directly owned by C Media Limited
of which Mr. Song is the Chairman and Chief Executive Officer.
(8) Includes 262,965 shares of Common Stock held by Chum
Capital Group Limited of which Mr. Song is the principal.
(9) Includes 320,000 shares underlying options exercisable
within 60 days at $3.75 per share and 40,000 shares underlying options
exercisable within 60 days at $4.50 per share.
(10) Includes 1,333 shares underlying options exercisable
within 60 days at $75.00 per share, 293,334 shares underlying options
exercisable within 60 days at $2.00 per share, and 170,000 shares underlying
options exercisable within 60 days at $1.65 per share.
(11) Includes 13,333 shares underlying options exercisable
within 60 days at $2.00 per share and 8,974 shares underlying options
exercisable within 60 days at $2.91 per share.
5
(12) Includes (i) 16,027,041 shares of Common Stock, and (ii)
1,818,182 shares underlying warrants exercisable within 60 days at $2.75 per
share. 12, 390,677 shares are beneficially owned directly by Sun Seven Stars
Hong Kong Cultural Development Limited, a Hong Kong Company (SSSHKCD) a
wholly-owned subsidiary of Shanghai Sun Seven Stars Cultural Development
Limited, a PRC company (SSSSCD) a wholly-owned subsidiary of Tianjin Sun Seven
Stars Culture Development Limited, a PRC company (TSSSCD) a wholly-owned
subsidiary of Beijing Sun Seven Stars Culture Development Limited, a PRC company
(SSS) a directly controlled subsidiary of Tianjin Sun Seven Stars Partnership
Management Co., Ltd., a PRC company (TSSS). Lan Yang, who is the direct
controlling shareholder and the Chairperson of TSSS, is the spouse of the
Companys director Bruno Wu, who serves as the Chairman, Chief Executive Officer
and as a director of SSS. Each of SSS, Mr. Wu, TSSS, Mrs. Yang, TSSSCD and
SSSSCD shares with SSSHKCD voting and dispositive power over the securities held
by SSSHKCD. Each of SSS, Mr. Wu, TSSS, Mrs. Yang, TSSSCD and SSSSCD expressly disclaims beneficial ownership of securities held by any person
or entity, except to the extent of their pecuniary interest therein. Also
include as part of a group within the meaning of Section 13 (d)(3) of the
Exchange Act are 3,636,364 shares of Common Stock owned directly by Seven Stars
Works Co., Ltd., a Korea company (SSW), an affiliate of SSS.
SSSHKCD is
the largest shareholder of SSW. SSW has only voting and investment power over
these shares and these decisions are made by its board of directors and not any
particular individual.
(13) Harvest Alternative Investment Opportunities SPC
(Harvest). The investment manager of Harvest, Harvest Alternatives Offshore
Direct Investment 1 Limited, shares voting and dispositive power over the
securities held by Harvest. Harvest Alternatives Offshore Direct Investment 1
Limited is a wholly-owned subsidiary of Harvest Alternative Investment Group
Limited.
6
Additional Information about the Company
We file annual, quarterly and other reports with the U.S. Securities and
Exchange Commission (the
SEC
). The Company's filings with the SEC are
available to the public on the SEC's website at www.sec.gov and on our corporate
website at http://corporate.yod.com. You may also read and copy, at the SEC's
prescribed rates, any document that we file with the SEC at the SEC's Public
Reference Room located at 100 F Street, NE, Washington, D.C. 20549. You can call
the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public
Reference Room. You may also request a copy of the Company's filings with the
SEC, at no cost, by writing to us at 375 Greenwich Street, Suite 516, New York,
New York 10013.
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:
Date: [ ], 2016
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By:
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Bruno Wu
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Chairman
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7
Appendix A
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BARBARA K. CEGAVSKE
Secretary of
State
202 North Carson Street
Carson City, Nevada
89701-4201
(775) 684-5708
Website: www.nvsos.gov
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Certificate of Amendment
(PURSUANT TO NRS 78.385 AND 78.390)
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USE BLACK INK ONLY - DO NOT HIGHLIGHT
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ABOVE SPACE IS FOR OFFICE USE ONLY
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Certificate of Amendment to Articles of
Incorporation
For Nevada Profit
Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance
of Stock)
YOU On Demand Holdings, Inc.
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2.
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The articles have been amended as follows: (provide
article numbers, if available)
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ARTICLE 1 is hereby amended to read: "The name of the Corporation is
Wecast Network, Inc."
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3.
The vote by which the stockholders holding 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:
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56.33%
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4. Effective
date and time of filing: (optional)
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Date:
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Time:
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(must not be later than 90
days after the certificate is filed)
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*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 to limitations or restrictions on the voting power thereof.
IMPORTANT:
Failure to include any of the above
information and submit with the proper fees may cause this filing to be
rejected.
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Nevada Secretary of State Amend Profit-After
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This form must be accompanied by appropriate fees.
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Revised: 1-5-15
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8
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