UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 14C
(Rule 14c-101)

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

 

DBUB GROUP, INC.

(Name of Registrant As Specified In Its 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 he 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:

 

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NOTICE OF ACTION TAKEN PURSUANT TO
WRITTEN CONSENT OF STOCKHOLDERS

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.

 

To the Stockholders of DBUB Group, Inc.:

 

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.

 

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.

 

Your vote or consent is not requested or required to approve these matters. The accompanying Information Statement is provided solely for your information.

 

  By order of our Board of Directors,
   
  /s/ Zinan Zhou
  Zinan Zhou
Chief Executive Officer

 

Dated: January 10, 2020

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INFORMATION STATEMENT
OF
DBUB Group, Inc.

 

No. 108 ShangCheng Road, Suite 2-2204,

Pudong New District, Shanghai, China 200120

 

THIS INFORMATION STATEMENT IS BEING PROVIDED
TO YOU BY THE BOARD OF DIRECTORS OF
DBUB GROUP, INC.

 

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY

 

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.

 

This Information Statement is first being mailed or furnished to the stockholders of the Company on or about _______________________, 2020 and the transaction described herein shall become effective at such future date as determined by the Board of Directors, as evidenced by the filing of the Amendment with the Secretary of State of the State of Nevada, but in no event earlier than the 20th day after this Information Statement is so mailed or furnished.

 

ACTION BY BOARD OF DIRECTORS
AND
CONSENTING STOCKHOLDERS

 

By unanimous written consent of the Board of Directors of the Company on January 9, 2020 , the Board of Directors adopted resolutions approving a reverse split of the Company’s Common Stock on the basis of one (1) share for every 30 outstanding shares, so that 30 outstanding shares of Common Stock before the reverse stock split shall represent one share of Common Stock after the reverse stock split (the “Reverse Split”) and proposing that such resolution be submitted for a vote of the stockholders of the Corporation (the “Board Consent”). The Board Consent is attached hereto as Appendix A. The action taken by the Board of Directors with respect to the Reverse Split and amending the Company’s Articles of Incorporation to effect the Reverse Split (the “Amendment”) was subsequently adopted by the written consent of the Company’s stockholders entitled to vote a majority of the shares of Common Stock then outstanding on January 9, 2020 (the “Stockholder Consent”). The Stockholder Consent is attached hereto as Appendix B.

 

The reasons for, and general effect of, the Reverse Split is described in “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.”

 

The Board of Directors of the Company knows of no other matters other than that described in this Information Statement, which have been recently approved or considered by the holders of the Common Stock.

 

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GENERAL

 

This Information Statement is first being mailed or furnished to stockholders on or about ________________, 2020. The Company will pay all costs associated with the distribution of this Information Statement, including the costs of printing and mailing. The Company will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending this Information Statement to the beneficial owners of the Common Stock.

 

VOTE OBTAINED — NEVADA LAW

 

Nevada Revised Statutes (“NRS”) 78.390 provides that every amendment to the Company’s Articles of Incorporation shall first be adopted by the resolution of the Board of Directors and then be subject to the approval of stockholders entitled to vote on any such amendment. Under NRS 78.390 and the Company’s bylaws, an affirmative vote by stockholders holding shares entitling them to exercise at least a majority of the voting power is sufficient to amend the Company’s Articles of Incorporation. NRS 78.320 provides that, unless otherwise provided in the Company’s Articles of Incorporation or the bylaws, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if, before or after the action, a written consent thereto is signed by stockholders holding at least a majority of the voting power. In order to eliminate the costs and management time involved in holding a special meeting and in order to effect the amendment described herein as early as possible, the Company’s Board of Directors sought, and did in fact obtain, the written consent of the Majority Stockholders, the holders of a majority in voting interest of the Company’s voting stock, which voting stock is composed currently of the Common Stock NRS 78.320 provides that in no instance where action is authorized by written consent need a meeting of stockholders be called or notice given. As of January 9, 2020, there were 20,965,106 shares of Common Stock of the Company issued and outstanding. Each holder of Common Stock is entitled to one vote for each share held by such holder.

 

Stockholders holding 10,586,410 shares of Common Stock or 50.5% of the Common Stock outstanding on such date, approved the Reverse Split and the filing of the Amendment.

 

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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.

 

    Amount And
Nature of
Beneficial
Ownership(1)
  Percentage(2)
Principal Stockholders:                
Pride Cherishing Limited     2,282,838       10.889 %
                 
Named Executive Officers and Directors:                
Zinan Zhou (3)     4,837,834       23.08 %
Dongming Xing*     7,000       0.3 %
                 
All Executive Officers and Directors as a Group (2 persons):     1,100,000       23.11 %

  

  (1) 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.
  (2) 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.
  (3) 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.

 

  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

 

  the number of shares of our Common Stock issued and outstanding will be reduced from 20,965,106 shares to 698,837 shares.

 

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.

 

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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.

 

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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.

 

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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:

 

persons who do not hold their Common Stock as a "capital asset" within the meaning of Section 1221 of the Code;
brokers, dealers or traders in securities; banks; insurance companies; other financial institutions; mutual funds;
real estate investment trusts; regulated investment companies; tax-exempt organizations or governmental organizations;
pass-through entities such as partnerships, S corporations, disregarded entities for federal income tax purposes and limited liability companies (and investors therein);
persons who are not U.S. holders (as defined below);
stockholders who are subject to the alternative minimum tax provisions of the Code;
persons who hold their shares as part of a hedge, wash sale, synthetic security, conversion transaction, or other integrated transaction;
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;
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;
persons who elect to apply the provisions of Section 1400Z-2 to any gains realized in the Reverse Split;
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;
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);
persons deemed to sell the Company’s Common Stock under the constructive sale provisions of the Code;
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
certain expatriates or former citizens or long-term residents of the United States.

 

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.

 

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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:

 

an individual who is a citizen or resident of the United States;
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;
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
an estate, the income of which is subject to U.S. federal income tax regardless of its source.

 

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.

 

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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.

 

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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.

 

  By Order of the Board of Directors
   
  /s/ Zinan Zhou
  Zinan hou
Chief Executive Officer

 

January 10, 2020

 

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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

  13  

 

 

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
Zinan Zhou
 
/s/Shuyu Poon
Shuyu Poon
 
/s/Lihui Wang
Lihui Wang

  14  

 

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]

  15  

 

 

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.

  /s/Zinan Zhou
  Zinan Zhou
   
  /s/Pride Cherishing Limited
  Pride Cherishing Limited
   
  /s/Warrior Union Limited
  Warrior Union Limited
   
  /s/Jinghua Zheng
  Jinhua Zheng
   
  /s/Linglin Feng
  Linglin Feng
   
  /s/Bravest Warriors Limited
  Bravest Warriors Limited
   
  /s/Duplex Miracle Limited
  Duplex Miracle Limited
   
  /s/Hero Astute Limited
  Hero Astute Limited
   
  /s/Magnate Flare Limited
  Hero Astute Limited
   
  /s/Scene Optimum Limited
  Scene Optimum Limited
   
  /s/Utopia Dream Limited
  Utopia Dream Limited
   
  /s/Shimao Zhang
  Shimao Zhang
   
  /s/Junhua Lou
  Junhua Lou
   
  /s/Xueou Wang
  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   Chief Executive Officer and Director
    Title
     
     
     

 

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