UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE
14C
INFORMATION
REQUIRED IN INFORMATION STATEMENT
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c) of the
Securities
Exchange Act of 1934
(Amendment
No. )
Check
the appropriate box:
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Preliminary
information statement
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Confidential,
for use of the Commission only (as permitted by Rule 14c-5(d)(2))
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Definitive
information statement
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ORANCO,
INC.
(Name
of Registrant as Specified in Charter)
Payment
of Filing Fee (Check the appropriate box):
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No
fee required.
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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 transactions 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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Fee
paid previously with preliminary materials.
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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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ORANCO,
INC.
One
Liberty Plaza
Suite
2310 PMB# 21
New
York, NY 10006
To
the Holders of Common Stock of Oranco, Inc.:
Oranco,
Inc., a Nevada corporation (the “Company”), on August 30, 2018, obtained written consents from the stockholder holding
a majority of the outstanding voting common stock of the Company to approve an amendment of the Company’s articles of incorporation,
as amended, to increase the number of authorized shares of common stock from 100,000,000 to 500,000,000.
The
details of the foregoing actions and other important information are set forth in the accompanying Information Statement. The
board of directors of the Company has unanimously approved the above actions.
Under
Section 78.320 of the Nevada Revised Statutes, action by stockholders may be taken without a meeting, without prior notice, by
written consent of the holders of outstanding capital stock having not less than the minimum number of votes that would be necessary
to authorize the action at a meeting at which all shares entitled to vote thereon were present and voted. On that basis, the stockholder
holding a majority of the outstanding shares of voting stock of the Company approved the foregoing actions. No other vote or stockholder
action is required. You are hereby being provided with notice of the approval of the foregoing actions by less than unanimous
written consent of the stockholders of the Company.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
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By
Order of the Board of Directors,
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/s/
Peng Yang
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Peng
Yang
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President,
Secretary, Treasurer and Director
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Date:
September 17, 2018
ORANCO,
INC.
INFORMATION
STATEMENT
CONCERNING
CORPORATE ACTION AUTHORIZED BY WRITTEN
CONSENT
OF STOCKHOLDERS
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY
General
Information
This
Information Statement is being furnished to the stockholders of Oranco, Inc., a Nevada corporation (“Company,” “we,”
“us” or “our”), to advise them of the corporate action described herein, which has been authorized by
the written consent of the stockholder owning a majority of the Company’s voting stock, in accordance with the requirements
of the Nevada Revised Statutes.
This
Information Statement will first be mailed to stockholders on or about September 18, 2018 and is being furnished for informational
purposes only.
Our
board of directors has determined that the close of business on August 30, 2018 was the record date (“Record Date”)
for the stockholders entitled to notice about the actions authorizing the amendment of our articles of incorporation to increase
the number of authorized shares of common stock (“Common Stock”) from 100,000,000 to 500,000,000. The foregoing amendment
is referred to herein as the “Action.”
Under
Section 78.320 of the Nevada Revised Statutes, any action required or permitted by the Nevada Revised Statutes to be taken at
a meeting of stockholders of a Nevada corporation may be taken without a meeting, without prior notice and without a vote, if
consents in writing, setting forth the action so taken, are signed by stockholders holding at least a majority of the voting power.
As
of the Record Date, Peng Yang, who then owned of record approximately 74,681,530 shares of Common Stock, representing 76.05% of
the outstanding shares of Common Stock as of the Record Date, executed and delivered to us a written consent authorizing and approving
the Action.
Accordingly,
the Action has been approved by the holders of a majority of our outstanding shares of voting stock and no further vote or further
action of our stockholders is required to approve the Action. You are hereby being provided with notice of the approval of the
Action by less than unanimous written consent of our stockholders. However, under federal law, the Action will not be effective
until at least 20 days after this Information Statement has first been sent to stockholders. Stockholders do not have any dissenter
or appraisal rights in connection with the Action.
On
August 15, 2018, our board of directors approved the amendment of our articles of incorporation to increase the number of authorized
shares of Common Stock from 100,000,000 to 500,000,000 and authorized our officers to deliver this Information Statement.
Our
executive offices are located at One Liberty Plaza, Suite 2310 PMB# 21, New York, NY 10006, and our telephone number is (646)
7593614.
Interest
of Persons in Matters to be Acted Upon
No
officer, director or principal stockholder has a substantial or material interest in the favorable outcome of the Actions other
than as discussed herein.
VOTING
SECURITIES
At
the time of the stockholder action our issued and outstanding voting securities consisted of shares of Common Stock. There were
98,191,480 shares of Common Stock issued and outstanding as of the Record Date.
Each
share of Common Stock is entitled to one non-cumulative vote on all matters submitted to the holders of Common Stock for their
approval. The written consent of a majority of the outstanding shares of Common Stock was necessary to authorize the Action described
herein.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information with respect
to the beneficial ownership of our Common Stock as of August 30, 2018, by (i) each stockholder known by us to be the beneficial
owner of more than 5% of our Common Stock (our only class of voting securities), (ii) each of our directors and executive officers,
and (iii) all of our directors and executive officers as a group. To the best of our knowledge, except as otherwise indicated,
each of the persons named in the table has sole voting and investment power with respect to the shares of our Common Stock beneficially
owned by such person, except to the extent such power may be shared with a spouse. To our knowledge, none of the shares listed
below are held under a voting trust or similar agreement, except as noted. To our knowledge, there is no arrangement, including
any pledge by any person of securities of the Company or any of its parents, the operation of which may at a subsequent date result
in a change in control of the Company.
Name and address of beneficial owner
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Amount
and nature
of
beneficial
ownership
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Percent of
class
(1)
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Peng Yang
One Liberty Plaza, Suite 2310 PMB# 21, New York, NY 10006
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74,681,530 shares
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(1)(2)
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76.05
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%
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Ronald Zhang
One Liberty Plaza, Suite 2310 PMB# 21, New York, NY 10006
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0
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0
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%
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All directors and executive officers as a group (2 persons)
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74,681,530 shares
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76.05
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%
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(1)
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Percentage is calculated upon the 98,191,480 shares of Common Stock outstanding as of August 30, 2018
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(2)
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Includes 53,121,530 shares of Common Stock held by Million Success Business Limited, an entity 100% controlled by Peng Yang.
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INCREASE
IN AUTHORIZED COMMON STOCK
We
are currently authorized by our articles of incorporation to issue 100,000,000 shares of Common Stock. As of the Record Date,
there were 98,191,480 shares of Common Stock issued and outstanding.
We
are increasing our authorized shares of Common Stock so that we have a sufficient number of authorized shares of Common Stock
to permit the issuance of the remaining 321,296,000 shares of Common Stock pursuant to a share exchange (the “Share Exchange”)
under a Share Exchange Agreement (the “Share Exchange Agreement”), entered into on June 29, 2018 by and among (i)
the Company; (ii) Reliant Galaxy International Limited, a British Virgin Islands company with limited liability ( “Reliant”);
(ii) and the shareholders of Reliant (“Sellers”) pursuant to which Reliant will become a wholly owned subsidiary of
ours upon the closing of the Share Exchange Agreement.
Accordingly,
our board of directors believes it is in our best interests and the best interests of our stockholders to increase the number
of authorized shares of Common Stock to provide a sufficient number of authorized shares to allow for the issuance of new shares
of Common Stock in connection with the Share Exchange and such other purposes as our board of directors determines.
The
increase in the number of authorized shares of Common Stock to a level that continues to provide a meaningful number of authorized
shares will permit our board of directors to issue additional shares of Common Stock without further approval of our stockholders,
and our board of directors does not intend to seek stockholder approval prior to any issuance of the authorized capital stock
unless stockholder approval is required by applicable law or stock market or exchange requirements. Our issuance of additional
shares of Common Stock may result in substantial dilution to our existing stockholders, and such issuances may not require stockholder
approval.
Although
from time to time we review various transactions that could result in the issuance of shares of Common Stock, other than shares
of Common Stock issuable pursuant to the Share Exchange, we have not reviewed any specific transaction to date that we presently
anticipate will result in a further issuance of shares of Common Stock.
On
the Record Date, the amendment to our articles of incorporation, to increase the number of authorized shares of Common Stock to
500,000,000 was approved by the written consent of a stockholder representing approximately 76.05% of our outstanding Common Stock.
On August 15, 2018, our board of directors approved such amendment. The approval of the amendment of our articles of incorporation,
as amended, to authorize the increase of the number of authorized shares of Common Stock to 500,000,000 required such board approval
and the affirmative vote of the stockholder representing a majority of the issued and outstanding shares of Common Stock. Such
requirements have been met, so no vote or further action of our stockholders is required to approve the amendment to our articles
of incorporation to authorize the increase of the number of authorized shares of Common Stock to 500,000,000. You are hereby being
provided with notice of the approval of such amendment by less than unanimous written consent of our stockholders. The form of
the Certificate of Amendment to Articles of Incorporation of Oranco, Inc. setting forth the amendment is attached to this Information
Statement as Exhibit A.
Promptly
after the twentieth day after the date this Information Statement has first been sent to stockholders, we intend to take all other
required actions to complete the amendment of our articles of incorporation to increase the number of authorized shares of Common
Stock to 500,000,000 consistent with the foregoing.
DELIVERY
OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
We
are delivering this Information Statement to all stockholders of record as of the Record Date. Stockholders residing in the same
household who hold their shares in the name of a bank, broker or other holder of record may receive only one Information Statement
if previously notified by their bank, broker or other holder. This process, by which only one Information Statement is delivered
to multiple security holders sharing an address, unless contrary instructions are received from one or more of the security holders,
is called “householding.” Householding may provide convenience for stockholders and cost savings for companies. Once
begun, householding may continue unless instructions to the contrary are received from one or more of the stockholders within
the household.
Copies
of this Information Statement are available promptly by calling (646) 759-3614, or by writing to Oranco, Inc., Attn: Peng Yang,
One Liberty Plaza, Suite 2310 PMB# 21, New York, NY 10006. If you are receiving multiple copies of this Information Statement,
you also may request orally or in writing to receive a single copy of this Information Statement by calling (646) 759-3614, or
by writing to Oranco, Inc., Attn: Peng Yang, One Liberty Plaza, Suite 2310 PMB# 21, New York, NY 10006.
ORANCO,
INC.
September 17, 2018
EXHIBIT
A
CERTIFICATE
OF AMENDMENT
TO
THE
ARTICLES
OF INCORPORATION
OF
ORANCO,
Inc.