This Information Statement
is being mailed or furnished to the stockholders of DBUB Group, Inc., a Nevada corporation (the “Company”), in connection
with the authorization of the corporate action described below by the Company’s Board of Directors by unanimous written consent
on January 9, 2020, and the approval of such corporate action by the written consent, dated January 9, 2020, of those stockholders
of the Company entitled to vote a majority of the aggregate shares of the Company’s common stock, par value $0.001 per share
(the “Common Stock”) outstanding on such date. Stockholders holding in the aggregate 10,586,410 shares of Common Stock
or 50.5% of the Common Stock outstanding on such date, approved the corporate action described below. Accordingly, all necessary
corporate approvals in connection with the matters referred to herein have been obtained and this Information Statement is furnished
solely for the purpose of informing the stockholders of the Company, in the manner required under the Securities Exchange Act of
1934, as amended (the “Exchange Act”), of this corporate action before it takes effect.
Your vote or consent is
not requested or required to approve these matters. The accompanying Information Statement is provided solely for your information.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets
forth certain information with respect to the beneficial ownership of Common Stock by (i) each person known to Company to own beneficially
more than 5% of Company’s Common Stock, (ii) each director, (iii) each executive officers and (iv) all executive officers
and directors as a group, as of January 9, 2020. Except as otherwise noted, the persons identified have sole voting and investment
powers with respect to their shares.
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Amount And
Nature of
Beneficial
Ownership(1)
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Percentage(2)
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Principal Stockholders:
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Pride Cherishing Limited
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2,282,838
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10.889
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%
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Named Executive Officers and Directors:
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Zinan Zhou (3)
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4,837,834
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23.08
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%
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Dongming Xing*
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7,000
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0.3
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%
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All Executive Officers and Directors as a Group (2 persons):
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1,100,000
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23.11
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%
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(1)
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As of January 9, 2020, there were 20,965,106 shares of our Common Stock issued and outstanding. There are no outstanding warrants or options or convertible securities. Unless otherwise stated, each beneficial owner has sole power to vote and dispose of its shares.
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(2)
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In determining the percentage of our Common Stock owned by a person or entity on January 9, 2020, the numerator is the number of shares of Common Stock owned by such person or entity and the denominator is the sum of the total shares of our Common Stock outstanding on that date January 9, 2020. There are no outstanding warrants or options or convertible securities.
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(3)
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Includes 12,282,838 shares of the Company’s Common Stock held of record by Pride Cherishing Limited, an entity controlled by Zinan Zhou, our CEO.
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NOTICE TO STOCKHOLDERS OF ACTION
APPROVED BY CONSENTING STOCKHOLDERS
The following action has
been approved by the written consent of the holders together entitled to vote a majority of the issued and outstanding shares
of Common Stock:
APPROVAL OF A RESOLUTION
TO EFFECT A REVERSE SPLIT OF THE COMPANY’S
COMMON STOCK
AND
AMENDMENT TO THE ARTICLES OF INCORPORATION
TO EFFECT THE REVERSE SPLIT
Purpose of the Reverse Split
The Company’s Board
of Directors has determined that it is in our best interest to effect a reverse split of our Common Stock of one share for every
30 shares outstanding so that every 30 outstanding shares of Common Stock before the stock split shall represent one share of Common
Stock after the stock split with all fractional shares rounded up to the next whole share (the “Reverse Split”). The
Board of Directors believes that our Common Stock is undervalued and that the Reverse Split will allow the Company’s Common
Stock to trade at a more realistic price.
Certain Risks Associated With the Reverse Stock Split
While the Board believes
that the Company’s Common Stock would trade at higher prices after the consummation of the Reverse Stock Split, there can
be no assurance that the increase in the trading price will occur, or, if it does occur, that it will equal or exceed two or three
times the market price of the Common Stock prior to the Reverse Stock Split. In some cases, the total market value of a company
following a reverse stock split is lower, and may be substantially lower, than the total market value before the reverse stock
split. In addition, the fewer number of shares that will be available to trade could possibly cause the trading market of the Common
Stock to become less liquid, which could have an adverse effect on the price of the Common Stock. The market price of the Common
Stock is based on our performance and other factors, some of which may be unrelated to the number of our shares outstanding.
In addition, there can
be no assurance that the Reverse Stock Split will result in a per share price that will attract brokers and investors who do not
trade in lower priced stock.
Principal Effects of the Reverse Split
On the effective date of
the Reverse Split, each 30 shares of our Common Stock issued and outstanding immediately prior to the Reverse Split effective date
(the “Old Shares”) will automatically and without any action on the part of the stockholders be converted into one
share of our Common Stock (the “New Shares”). In the following discussion, we provide examples of the effects of a
one-for-thirty reverse stock split.
Corporate Matters. The
Reverse Split would have the following effects based upon the number of shares of Common Stock outstanding as of January 9, 2020.
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in a one-for-thirty reverse stock split, every 30 of our Old Shares owned by a stockholder would be exchanged for one New Share; and
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the number of shares of our Common Stock issued and outstanding will be reduced from 20,965,106 shares to 698,837 shares.
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The Reverse Split will
be effected simultaneously for all of our outstanding Common Stock and the exchange ratio will be the same for all of our outstanding
Common Stock. The Reverse Split will affect all of our stockholders uniformly and will not affect any stockholder’s percentage
ownership interests in the Company, except to the extent that the Reverse Split results in any of our stockholders owning a fractional
share. Common Stock issued pursuant to the Reverse Split will remain fully paid and non-assessable.
Fractional Shares. No
scrip or fractional share certificates will be issued in connection with the Reverse Split. Stockholders who otherwise would be
entitled to receive fractional shares because they hold a number of Old Shares not evenly divisible by the one for thirty reverse
stock split ratio, will be entitled, upon surrender of certificate(s) representing these shares, to a number of shares of New
Shares rounded up to the nearest whole number. The ownership of a fractional interest will not give the stockholder any voting,
dividend or other rights except to have his or her fractional interest rounded up to the nearest whole number when the New Shares
are issued.
Authorized Shares. The
Company is presently authorized under its Articles of Incorporation to issue 50,000,000 shares of Common Stock at a par value of
$0.001 per share. Upon effectiveness of the Reverse Split, the number of authorized shares of Common Stock would remain the same,
although the number of shares of Common Stock issued and outstanding will decrease. Because the number of issued and outstanding
shares of Common Stock will decrease, the number of shares of Common Stock remaining available for issuance will increase. The
issuance in the future of additional shares of our Common Stock may have the effect of diluting the earnings per share and book
value per share, as well as the stock ownership and voting rights of the currently outstanding shares of our Common Stock. The
effective increase in the number of authorized but unissued and unreserved shares of the Company’s Common Stock may be construed
as having an anti-takeover effect as further discussed below. Authorized but unissued shares will be available for issuance, and
we may issue such shares in future financings or otherwise. If we issue additional shares, the ownership interest of holders of
our Common Stock would be diluted. Also, the issued shares may have rights, preferences or privileges senior to those of our Common
Stock. The Company does not currently have any plans, proposal or arrangement to issue any of its authorized but unissued shares
of Common Stock.
Accounting Matters. The
Reverse Split will not affect the par value of our Common Stock. As a result, on the effective date of the Reverse Split, the stated
capital on our balance sheet attributable to our Common Stock will be reduced in proportion to the Reverse Split ratio (that is,
in a one-for-thirty reverse stock split, the stated capital attributable to our Common Stock will be reduced to one half of its
existing 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 also be increased because there will be fewer shares
of our Common Stock outstanding.
Potential Anti-Takeover
Effect. Although the increased proportion of unissued authorized shares to issued shares could, under certain circumstances,
have an anti-takeover effect (for example, by permitting issuances that would dilute the stock ownership of a person seeking to
effect a change in the composition of our Board or contemplating a tender offer or other transaction for the combination of the
Company with another company), the Reverse Split was not proposed in response to any effort of which we are aware to accumulate
our shares of Common Stock or obtain control of us, nor is it part of a plan by management to recommend a series of similar actions
having an anti-takeover effect to our Board of Directors and stockholders. Other than the Reverse Split and Amendment, our Board
of Directors does not currently contemplate recommending the adoption of any other corporate action that could be construed to
affect the ability of third parties to take over or change control of the Company.
The number of shares held
by each individual stockholder will be reduced if the Reverse Stock Split is implemented. This will increase the number of stockholders
who hold less than a “round lot,” or 30 shares. Typically, the transaction costs to stockholders selling “odd
lots” are higher on a per share basis. Consequently, the Reverse Stock Split could increase the transaction costs to existing
stockholders in the event they wish to sell all or a portion of their shares.
The Company is subject
to the periodic reporting and other requirements of the Exchange Act. The proposed Reverse Stock Split will not affect the registration
of the Common Stock under the Exchange Act. If the proposed Reverse Stock Split is implemented, our Common Stock will continue
to be reported on the OTC Markets under the symbol “DBUB”, subject to compliance with OTCQB listing standards. We
will continue to be subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended.
Procedure for Effecting a Reverse Stock Split and Exchange of
Stock Certificates
The Reverse Split will
be accomplished by amending the Company’s Articles of Incorporation to include the paragraphs immediately below substantially
in the following form:
“On January 9,
2020 the Corporation’s Board of Directors and a majority of the shareholders entitled to vote on the action approved a
30 to 1 reverse stock split to be effective at 6:00 a.m. on February 10, 2020 or as soon as the Corporation completes filing an
amendment to its Articles of Incorporation (the “Split Effective Date”), each 30 shares of the
Corporation’s common stock issued and outstanding immediately prior to the Split Effective Date (the “Old Common
Stock”) shall automatically reclassified and changed into one share without any action on part of the holder thereof,
which the Corporation shall be authorized to issue immediately subsequent to the Split Effective Date (the “New Common
Stock”). Each holder of a certificate or certificates which immediately prior to the Split Effective Date represented
outstanding shares of Old Common Stock (the “Old Certificates”) shall, from and after the Split Effective Date,
be entitled to receive upon surrender of such Old Certificates to the Corporation’s transfer agent for cancellation, a
certificate or certificates (the “New Certificates”) representing the shares of New Common Stock into which the
shares of Old Common Stock formerly represented by such Old Certificates so surrendered are reclassified under the terms
hereof. No fractional shares of New Common Stock of the Corporation shall be issued. The Corporation shall not recognize on
its stock record books any purported transfer of any fractional share of Common Stock of the Corporation. Instead, any
fractional share shall be rounded to the next whole share.
The total number of shares
which the Corporation shall have authority to issue is Fifty Million (50,000,000), which consists solely of Fifty Million (50,000,000)
shares of Common Stock, par value $0.001 per share.”
A copy of the form of Certificate
of Amendment of the Articles of Incorporation of the Company (“Certificate”) is attached hereto as Appendix
C.
The Reverse Split will
become effective at such future date as determined by the Board of Directors, as evidenced by the filing of the Certificate with
the Secretary of State of the State of Nevada (which we refer to as the “Effective Time”), but in no event earlier
than the 20th calendar day following the mailing of this Information Statement. Beginning at the Effective Time,
each certificate representing Old Shares will be deemed for all corporate purposes to evidence ownership of New Shares.
As soon as practicable
after the Effective Time, stockholders will be notified that the Reverse Split has been effected. The existing stock certificates
will still be valid even though they reflect the number of Old Shares. If any stockholders seek to obtain a new certificate reflecting
the number of New Shares, then such stockholders shall surrender to the exchange agent the certificates representing Old Shares
in exchange for certificates representing New Shares accordance with the procedures to be set forth in a cover letter asking for
such stock certificates. Madison Stock Transfer charges stockholders a fee of $75 for each certificate issued representing New
Shares and $5 for cancelling each certificate representing Old Shares, plus mailing fees.
STOCKHOLDERS SHOULD NOT
DESTROY ANY STOCK CERTIFICATE(S)
AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
Material U.S. Federal Income Tax Consequences of the Reverse
Split
The following is a discussion
of certain material U.S. federal income tax consequences of the Reverse Split that are applicable to U.S. holders (as defined below)
of the Company’s Common Stock, but does not purport to be a complete analysis of all potential tax effects. This summary
is based upon current provisions of the Internal Revenue Code (the “Code”), existing treasury regulations, judicial
decisions, and published rulings and administrative pronouncements of the Internal Revenue Service (the “IRS”), all
in effect as of the date hereof and all of which are subject to differing interpretations or change. Any such change or differing
interpretation, which may be retroactive, could alter the tax consequences to the Company’s stockholders as described in
this summary.
This discussion does not
address all U.S. federal income tax consequences relevant to the Company’s stockholder. In addition, it does not address
consequences relevant to the Company’s stockholders that are subject to particular U.S. or non-U.S. tax rules, including,
without limitation to the Company’s stockholders that are:
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persons who do not hold their Common Stock as a "capital asset" within the
meaning of Section 1221 of the Code;
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brokers, dealers or traders in securities; banks; insurance companies; other financial
institutions; mutual funds;
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real estate investment trusts; regulated investment companies; tax-exempt organizations
or governmental organizations;
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pass-through entities such as partnerships, S corporations, disregarded entities for
federal income tax purposes and limited liability companies (and investors therein);
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persons who are not U.S. holders (as defined below);
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stockholders who are subject to the alternative minimum tax provisions of the Code;
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persons who hold their shares as part of a hedge, wash sale, synthetic security, conversion
transaction, or other integrated transaction;
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persons that have a functional currency other than the U.S. dollar; traders in securities
who elect to apply a mark-to-market method of accounting;
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persons who hold shares of the Company’s Common Stock that may constitute "qualified
small business stock" under Section 1202 of the Code or as "Section 1244 stock" for purposes of Section 1244 of
the Code;
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persons who elect to apply the provisions of Section 1400Z-2 to any gains realized
in the Reverse Split;
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persons who acquired their shares of the Company’s Common Stock in a transaction
subject to the gain rollover provisions of Section 1045 of the Code;
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persons subject to special tax accounting rules as a result of any item of gross income
with respect to the Company’s Common Stock being taken into account in an "applicable financial statement" (as
defined in the Code);
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persons deemed to sell the Company’s Common Stock under the constructive sale
provisions of the Code;
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persons who acquired their shares of stock pursuant to the exercise of options or
otherwise as compensation or through a tax-qualified retirement plan or through the exercise of a warrant or conversion rights
under convertible instruments; and
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certain expatriates or former citizens or long-term residents of the United States.
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The Company’s stockholders
subject to particular U.S. or non-U.S. tax rules that are described in this paragraph are urged to consult their own tax advisors
regarding the consequences to them of the Reverse Split.
If an entity that is treated
as a partnership for U.S. federal income tax purposes holds the Company’s Common Stock, the U.S. federal income tax treatment
of a partner in the partnership will generally depend upon the status of the partner, the activities of the partnership and certain
determinations made at the partner level. If you are a partnership or a partner of a partnership holding the Company’s capital
stock or any other person not addressed by this discussion, you should consult your tax advisors regarding the tax consequences
of the Reverse Split.
In addition, the following
discussion does not address: (a) the tax consequences of transactions effectuated before, after or at the same time as the Reverse
Split, whether or not they are in connection with the Reverse Split; (b) any U.S. federal non-income tax consequences of the Reverse
Split, including estate, gift or other tax consequences; (c) any state, local or non-U.S. tax consequences of the Reverse Split;
or (d) the Medicare contribution tax on net investment income. No ruling from the IRS or opinion of counsel, has been or will be
requested in connection with the Reverse Split. The Company’s stockholders should be aware that the IRS could adopt a position
which could be sustained by a court contrary to that set forth in this discussion.
Definition of "U.S. Holder"
For purposes of this discussion,
a "U.S. holder" is a beneficial owner of the Company’s Common Stock that is, for U.S. federal income tax purposes:
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an individual who is a citizen or resident of the United States;
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a corporation or any other entity taxable as a corporation created or organized in
or under the laws of the United States, any state thereof, or the District of Columbia;
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a trust if either (i) a court within the United States is able to exercise primary
supervision over the administration of such trust, and one or more United States persons (within the meaning of Section 7701(a)(30)
of the Code) are authorized or have the authority to control all substantial decisions of such trust, or (ii) the trust was in
existence on August 20, 1996 and has a valid election in effect under applicable Treasury Regulations to be treated as a United
States person for U.S. federal income tax purposes; or
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an estate, the income of which is subject to U.S. federal income tax regardless of
its source.
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Tax Consequences of the Reverse Split
The Reverse Split should
constitute a "recapitalization" for U.S. federal income tax purposes within the meaning of Section 368(a) of the Code.
As a result, a U.S. holder generally should not recognize gain or loss upon the Reverse Split, except with respect to cash received
in lieu of a fractional share of the Company’s Common Stock (which fractional share will be treated as received and then
exchanged for such cash). A U.S. holder's aggregate tax basis in the shares of the Company’s Common Stock received pursuant
to the Reverse Split should equal the aggregate tax basis of the shares of the Company’s Common Stock surrendered (excluding
any portion of such basis that is allocated to any fractional share of the Company’s Common Stock), and such U.S. holder's
holding period in the shares of the Company’s Common Stock received should include the holding period in the shares of the
Company’s Common Stock surrendered. Treasury Regulations provide detailed rules for allocating the tax basis and holding
period of the shares of the Company’s Common Stock surrendered to the shares of the Company’s Common Stock received
in a recapitalization pursuant to the Reverse Split. U.S. holders of shares of the Company’s Common Stock acquired on different
dates and at different prices should consult their tax advisors regarding the allocation of the tax basis and holding period of
such shares.
A U.S. holder that receives
cash in lieu of a fractional share of the Company Common Stock pursuant to the Reverse Split should recognize capital gain or loss
in an amount equal to the difference between the amount of cash received and the U.S. holder's tax basis in the shares of the Company’s
Common Stock surrendered that is allocated to such fractional share of the Company’s Common Stock. Any such gain or loss
generally will be long-term capital gain or loss if, as of the effective time of the Reverse Split, the U.S. holder's holding period
for such fractional share exceeds one year. Long-term capital gains of certain non-corporate taxpayers, including individuals,
are generally taxed at preferential rates. The deductibility of capital losses is subject to limitations.
Information Reporting and Backup Withholding
Payments of cash made in
lieu of a fractional share of the Company’s Common Stock may, under certain circumstances, be subject to information reporting
and backup withholding. Backup withholding will not apply, however, to a U.S. holder who (i) furnishes a correct taxpayer identification
number and certifies the holder is not subject to backup withholding on IRS Form W-9 or a substantially similar form, or (ii) certifies
the holder is otherwise exempt from backup withholding. If a U.S. holder does not provide a correct taxpayer identification number
on IRS Form W-9 or other proper certification, the stockholder may be subject to penalties imposed by the IRS. Any amounts withheld
under the backup withholding rules may be refunded or allowed as a credit against the federal income tax liability of a U.S. holder
of the Company’s capital stock, if any, provided the required information is timely furnished to the IRS. The Company’s
stockholders should consult their tax advisors regarding their qualification for an exemption from backup withholding, the procedures
for obtaining such an exemption, and in the event backup withholding is applied, to determine if any tax credit, tax refund or
other tax benefit may be obtained.
Because of the complexity of the tax laws
and because the tax consequences to the Company or to any particular stockholder may be affected by matters not discussed herein,
stockholders are urged to consult their own tax advisors as to the specific tax consequences to them in connection with the Reverse
Split, including tax reporting requirements, the applicability and effect of foreign, U.S. federal, state and local and other applicable
tax laws and the effect of any proposed changes in the tax laws.
Vote Required
The affirmative vote of
the holders of a majority of all issued and outstanding shares of our Common Stock entitled to vote on these corporate actions
has been received in the form of a written consent in lieu of special meeting.
Dissenters’ Rights of Appraisal
The dissenter’s rights
provisions of Chapter 78 of the Nevada Revised Statues are not applicable to the matters disclosed in this Information Statement.
Accordingly, there are no stockholder dissenters’ or appraisal rights in connection with any of the matters discussed in
this Information Statement.
Interest of Certain Persons in Matters to
be Acted Upon
No director, executive
officer, associate of any director or executive officer or any other person has any substantial interest, direct or indirect,
by security holdings or otherwise, in the Reverse Split that is not shared by all other stockholders of ours.
WHERE YOU CAN FIND ADDITIONAL
INFORMATION ABOUT THE COMPANY
The Company is subject
to the information requirements of the Exchange Act, and in accordance therewith files reports, proxy statements and other information
including annual and quarterly reports on Form 10-K and Form 10-Q with the Securities and Exchange Commission (“SEC”).
Reports and other information filed by the Company can be inspected and copied at the public reference facilities maintained at
the SEC at 100 F Street, N.E., Washington, DC 20549. Copies of such material can be obtained upon written request addressed to
the SEC, Public Reference Section, 100 F Street, N.E., Washington, DC 20549, at prescribed rates. You may obtain information on
the operation of the SEC’s Public Reference Room by calling the SEC at (800) SEC-0330. The SEC also maintains a web site
on the Internet ( http://www.sec.gov ) where reports, proxy and information statements and other information regarding
issuers that file electronically with the SEC may be obtained free of charge.
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By Order of the Board of Directors
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/s/ Zinan Zhou
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Zinan hou
Chief Executive Officer
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January 22, 2020
APPENDIX
A
UNANIMOUS WRITTEN CONSENT
OF THE
BOARD OF DIRECTORS
OF
DBUB GROUP, INC.
January 9, 2020
The undersigned,
being all the members of the Board of Directors (the “Board”) of DBUB Group, Inc., a Nevada corporation (the
“Corporation”), who would be entitled to notice of a meeting of the Board for the purpose of taking the actions
and adopting the resolutions set forth below, do hereby, effective as of the date first set forth above, waive such notice, take
the following actions, and adopt the following resolutions by unanimous written consent to action without a meeting pursuant to
Sections 78.315 of the Nevada Revised Statutes and the bylaws of the Corporation:
WHEREAS,
the Board believes that Common Stock is undervalued and that a reverse stock split of Common Stock will allow Common Stock to trade
at a more realistic price;
WHEREAS,
the Corporation desires, at a time to be determined by the Board, to effect a reverse stock split on a ratio of one for 30, whereby
every 30 shares of the issued and outstanding Common Stock shall be combined into one share of authorized, issued and outstanding
Common Stock (the “Reverse Stock Split”);
WHEREAS,
the Reverse Stock Split will not change the percentage of shares of Common Stock held by each stockholder of the Corporation; and
WHEREAS,
the Corporation must file a Certificate of Change Pursuant to NRS 78.209 (the “Certificate”) with the Secretary
of State of Nevada to effect the Reverse Stock Split.
NOW, THEREFORE,
BE IT
RESOLVED,
that the Board hereby authorizes and approves the Reverse Stock Split and the Certificate; and be it further
RESOLVED,
that upon consultation with management of the Corporation, the Board will determine the effective date of the Decrease of Authorized
Stock and the Reverse Stock Split; and be it further
RESOLVED,
that the Board hereby authorizes the Corporation to seek by written consent the approval by the holders of a majority of the Corporation’s
outstanding common stock (the “Stockholders”) of the Reverse Stock Split and the Amendment; and be it further
RESOLVED,
that the filing of the Amendment is contingent upon approval by the Stockholders; and be it further
RESOLVED,
that at any time prior to the effectiveness of the filing of the Certificate with the Secretary of State of the State of Nevada,
notwithstanding authorization of the Certificate by the Stockholders, the Board of Directors may abandon the filing of the Certificate
without further action by the Stockholders; and be it further
RESOLVED,
that the Corporation, upon approval of the Stockholders, shall prepare and file with the SEC an Information Statement on Schedule
14C with respect to the approval of the Reverse Split and the Certificate by written consent in lieu of a stockholder meeting;
and be it further
RESOLVED,
that the close of business on January 9, 2020, be, and it hereby is, fixed as the record date for the determination of stockholders
of record of the Corporation entitled to receive a copy of the Information Statement; and be it further
RESOLVED,
that the officers of the Corporation be, and each of them hereby is, authorized, empowered and directed, with each such officer
having the full authority to act without the participation or consent of any other officer, to do and perform any and all such
other acts and things, and to take or omit to take any and all such further action, and to execute and deliver any and all such
further agreements, instruments, certificates and other documents (including waiver agreements), in the name and on behalf of the
Corporation and under its corporate seal or otherwise, as each of the officers may, in his or her discretion, deem necessary or
appropriate in order to perform or otherwise satisfy, in whole or in part, any and all of the purposes and intents of these resolutions;
and be it further
RESOLVED,
that all actions previously taken by any officers, members of the Board, or representative or agent of the Corporation in connection
with the above resolutions be, and each of the same hereby is, adopted, ratified, confirmed, and approved in all respects as the
act and deed of the Corporation; and be it further
RESOLVED,
that the Secretary of the Corporation is hereby authorized to certify true copies of the foregoing resolutions and the document
hereby approved, and to attest signatures of any officer of the Corporation executing and delivering the same.
[Signature Page Follows]
IN WITNESS WHEREOF,
the undersigned, being all the members of the Board, have executed this Unanimous Written Consent as of as of the date first above
written.
/s/Zinan Zhou
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Zinan Zhou
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/s/Shuyu Poon
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Shuyu Poon
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/s/Lihui Wang
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Lihui Wang
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APPENDIX B
WRITTEN CONSENT OF
THE
HOLDERS OF A MAJORITY OF
THE OUTSTANDING SHARES OF COMMON STOCK OF
DBUB GROUP, INC.
January 9, 2020
The undersigned,
being holders of a majority of the issued and outstanding shares (the “Holders”) of common stock, par value
$.001 per share (the “Common Stock”) of DBUB Group, Inc., a Nevada corporation (the “Corporation”),
pursuant to Section 78.320 of the Nevada Revised Statutes, consents to the adoption of the following resolutions taking or authorizing
the actions specified therein by written consent in lieu of a meeting:
WHEREAS,
the Board of Directors of the Corporation (the “Board”) believes
that the Common Stock is undervalued and that a reverse stock split of the Common Stock will allow the Common Stock to trade at
a more realistic price ;
WHEREAS,
the Board of Directors of the Corporation, at a time to be determined by the Board, desires to effect a reverse stock split on
a ratio of one for 30, whereby every 30 shares of the issued and outstanding Common Stock of the Corporation shall be combined
into one share of authorized, issued and outstanding Common Stock of the Corporation (the “Reverse Stock Split”).
WHEREAS, the Reverse Stock
Split will not change the percentage of shares of Common Stock held by stockholders of the Corporation;
WHEREAS, the Corporation
must file a Certificate of Amendment to its Articles of Incorporation (the “Certificate”) to effect the Reverse
Stock Split;
WHEREAS,
the Board has authorized the Corporation to seek the written consent of the Holders to approve the Reverse Stock Split and
the Certificate.
NOW, THEREFORE, BE IT
RESOLVED, that the Holders hereby approve the
Reverse Stock Split; and be it further
RESOLVED,
that the Holders hereby approve the filing of the Certificate, substantially in the form attached hereto as Exhibit A,
to effect the Reverse Stock Split, at such time as the Board of Directors determines in its discretion and without any further
action by the Holders; and be it further
RESOLVED,
that at any time prior to the effectiveness of the filing of the Certificate with the Secretary of State of the State of Nevada,
notwithstanding authorization of the Amendment by the stockholders of the Corporation, the Board may abandon the filing of the
Certificate without further action by the stockholders; and be it further
RESOLVED,
that all actions previously taken by any officers, member of the Board, or representative or agent of the Company in connection
with the above resolutions be, and each of the same hereby is, adopted, ratified, confirmed and approved in all respects as the
act and deed of the Company; and be it further
RESOLVED,
that the Secretary of the Company is hereby authorized to certify true copies of the foregoing resolutions and the document hereby
approved, and to attest signatures of any officer of the Company executing and delivering the same; and be it further
RESOLVED,
that this Consent may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute
one and the same instrument. A facsimile or other reproduction of this Consent may be executed by one or more parties hereto, and
an executed copy of this Consent may be delivered by one or more parties hereto by facsimile or similar instantaneous electronic
transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery
shall be considered valid, binding and effective for all purposes.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned,
holders of a majority of the Corporation’s outstanding shares of Common Stock, have executed this Written Consent as of the
date first above written.
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/s/Zinan Zhou
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Zinan Zhou
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/s/Pride Cherishing Limited
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Pride Cherishing Limited
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/s/Warrior Union Limited
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Warrior Union Limited
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/s/Jinghua Zheng
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Jinhua Zheng
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/s/Linglin Feng
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Linglin Feng
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/s/Bravest Warriors Limited
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Bravest Warriors Limited
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/s/Duplex Miracle Limited
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Duplex Miracle Limited
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/s/Hero Astute Limited
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Hero Astute Limited
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/s/Magnate Flare Limited
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Hero Astute Limited
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/s/Scene Optimum Limited
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Scene Optimum Limited
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/s/Utopia Dream Limited
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Utopia Dream Limited
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/s/Shimao Zhang
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Shimao Zhang
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/s/Junhua Lou
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Junhua Lou
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/s/Xueou Wang
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Xueou Wang
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APPENDIX C
Certificate of Change filed Pursuant
to NRS 78.209
For Nevada Profit Corporations
1. Name of Corporation
DBUB Group, Inc.
2. The board of directors have adopted a resolution
pursuant to NRS 78.209 and have obtained any required approval of the stockholders.
3. The current number of authorized
shares and the par value, if any, of each class or series, if any, of shares before the change:
50,000,000 shares of Common Stock, par value
$0.001 per share.
4. The number of authorized shares and the
par value, if any, of each class or series, if any, of shares after the change:
The number of authorized shares of common
stock after the thirty (30) for one (1) reverse stock split will remain at 50,000,000 shares, par value $0.001 per share.
5. The number of shares of each affected
class or series, if any, to be issued after the change in exchange for each issued share of the same class or series:
One share of Common Stock for every 30
shares of outstanding Common Stock
6. The provisions, if any, for the issuance
of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of
a share and the percentage of outstanding shares affected thereby:
Fractional shares will be rounded up to the nearest whole number of shares. No stockholders will receive
cash in lieu of fractional shares.
7. Effective date and time of filing: (Optional) Date: 2/10/2020 Time: 6:00 am
8. Signature:
/s/ Zinan Zhou
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Chief Executive Officer and Director
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Title
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