INFORMATION
STATEMENT
SCHEDULE
14C INFORMATION
(Rule
14c-101)
Information
Statement Pursuant to Section 14(c)
of
the Securities Exchange Act of 1934
Check
the appropriate box:
[X]
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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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IHO-AGRO
INTERNATIONAL, INC.
(Name
of Registrant As Specified In Its Charter)
Payment
of Filing Fee (Check the appropriate box):
Payment
of Filing Fee (Check the appropriate box):
[X]
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No fee required.
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[ ]
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Fee computed on table
below per Exchange Act Rules 14c-5(g) and 0-11.
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(1)
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Title of each class
of securities to which transaction applies:
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(2)
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Aggregate number of
securities to which transaction applies:
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(3)
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Per unit price or
other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate
value of transaction:
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(5)
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Total fee paid:
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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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IHO-
AGRO INTERNATIONAL, INC.
4
th
Floor, Section D, Jinhao Pioneering Park
Guanlan
Dafu Industrial Zone
Shenzhen,
Guangdong, China
86-0755-29737673
INFORMATION
STATEMENT
PURSUANT
TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934
Approximate
Date of Mailing: _________, 2017
TO
THE STOCKHOLDERS OF IHO-AGRO INTERNATIONAL, INC.:
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
THIS
IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED
HEREIN.
This
notice and accompanying Information Statement is furnished to the holders of shares of common stock, par value $0.0001 per share
(the “
Common Stock
”), of IHO-Agro International, Inc., a Nevada corporation (the “
Company
”),
pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”), and Regulation
14C and Schedule 14C thereunder, in connection with the approval of the actions described below taken by written consent of the
holder of a majority of voting power of the issued and outstanding shares of Common Stock:
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1.
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Effect
a reverse stock split (“
Reverse Stock
Split”) of the outstanding shares of the common stock, par value
$0.0001 per share (the “
Old Common Stock
”), of the Company at the ratio of 20 for 1.
Increase
the authorized number of shares (the “
Increase in Authorized Shares
”) of Common Stock to 150,000,000
comprised of 150,000,000 shares of common stock, par value $0.0001 per share (the “
New Common Stock
”
and, as amended to maintain the par value of the New Common Stock as provided for in the Old Common Stock, the “
Common
Stock
”).
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3.
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Change
the name (the “
Name Change
”) of the Company to Grandwon Corp.
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The
purpose of this Information Statement is to notify our stockholders that on November 9, 2017, a stockholder holding a majority
of the voting power of our issued and outstanding shares of Common Stock executed a written consent approving the Reverse Stock
Split, the Increase in Authorized Shares and the Name Change (collectively, the “
Corporate Actions
”). In accordance
with Rule 14c-2 promulgated under the Exchange Act, the Corporate Actions will become effective no sooner than 20 days after we
mail this notice and the accompanying Information Statement to our stockholders.
The
written consent that we received constitutes the only stockholder approval required for the Corporate Actions under Nevada law
and the Company’s articles of incorporation and bylaws. As a result, no further action by any other stockholder is required
to approve this action and we have not and will not be soliciting your approval of the Corporate Actions. The holders of our Common
Stock of record at the close of business on November 9, 2017 are not entitled to notice of the stockholder action by written
consent under Nevada law but are being provided with notice pursuant to the requirements of the Exchange Act described herein.
This
notice and Information Statement are being mailed to our holders of Common Stock of record as of November 9, 2017 on or
about __________, 2017.
This notice and the accompanying Information Statement are notice of the action by written consent
in accordance with Rule 14c-2 promulgated under the Exchange Act.
NO
VOTE OR OTHER ACTION OF THE COMPANY’S STOCKHOLDERS IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT. WE ARE NOT
ASKING FOR A PROXY AND YOU ARE NOT REQUESTED TO SEND US A PROXY.
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By
Order of the Board of Directors,
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IHO-AGRO
INTERNATIONAL, INC.
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/s/
Zhou Yingying
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Zhou
Yingying
Chairman
and Chief Executive Officer
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_____________,
2017
TABLE
OF CONTENTS
ANNEX
A
CERTIFICATE
OF AMENDMENT TO ARTICLES OF INCORPORATION
IHO-AGRO
INTERNATIOANAL, INC.
4
th
Floor, Section D, Jinhao Pioneering Park
Guanlan
Dafu Industrial Zone
Shenzhen,
Guangdong, China
86-0755-29737673
INFORMATION
STATEMENT
Action
by Written Consent of Majority Stockholder
WE
ARE NOT ASKING YOU FOR A
PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
GENERAL
This
Information Statement is being furnished to the holders of shares of common stock, par value $0.0001 per share (“
Common
Stock
”), of IHO-Agro International Inc., a Nevada corporation, in connection with the action by written consent of the
holder of a majority of the voting power of our issued and outstanding shares of Common Stock taken without a meeting to approve
the actions described in this Information Statement. In this Information Statement, all references to “the Company,”
“IHO-Agro,” “we,” “us” or “our” refer to IHO-Agro International, Inc. We are mailing
this Information Statement to our stockholders of record as of November 9, 2017 (“
Record Date
”) on or
about __________, 2017.
Under
Rule 14c-2 promulgated by the Securities and Exchange Commission (the “
SEC
”) under the Securities Exchange
Act of 1934, as amended (the “
Exchange Act
”), the actions described will not become effective until at least
20 calendar days after the date on which this Information Statement is first mailed to our stockholders.
EXPENSES
The
costs of preparing, printing and mailing this Information Statement will be borne by the Company. We will request brokerage houses,
nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of the
Company’s Common Stock held of record by them and will reimburse such persons for their reasonable charges and expenses
in connection therewith.
DISSENTERS’
RIGHTS
There
are no rights of appraisal or similar rights of dissenters with respect to any matter described in this Information Statement.
INTRODUCTION
Nevada
law provides that the written consent of the holders of outstanding shares of voting capital stock having not less than the minimum
number of votes which would be necessary to authorize or take action at a meeting at which all shares entitled to vote thereon
were present and voted can approve an action in lieu of conducting a special stockholders’ meeting convened for the specific
purpose of the action. Nevada law does not require any notice of such action to the stockholders of a Nevada corporation but such
notice is being provided hereby pursuant to the requirements of the Exchange Act as described herein.
ACTION
BY MAJORITY STOCKHOLDER
On
November 9, 2017, the Board of Directors of the Company by unanimous vote by written consent in lieu of meeting adopted
resolutions (A) approving a reverse stock split of the issued and outstanding shares of Common Stock at the ratio of 20 for 1
(the “
Reverse Stock Split
”) and (B) authorized an amendment (“
Amendment
”) of the Company’s
Articles of Incorporation, as amended (the “
Articles of Incorporation
”), to (i) effect the Reverse Stock Split,
(ii) increase the number of authorized shares of the Company’s stock (“
Increase in Authorized Shares
”)
to 150,000,000 by increasing the authorized number of shares of Common Stock to 150,000,000, having the same par value per share
as the shares of Common Stock prior to the effectuation of the Reverse and (iii) change the name (“
Name Change
;”
and together with the Reverse Stock Split and the Increase in Authorized Shares, the “
Corporate Actions
”) of
the Corporation to Grandwon Corp.
On
__________, 2017, pursuant to Section 78.320 of the Nevada Revised Statutes (the “
NRS
”) and as provided by
the Company’s articles of incorporation and bylaws, we received a written consent approving (i) the Corporate Actions and
(ii) the Amendment from a holder of a majority of the voting power of our issued and outstanding Common Stock (the “
Majority
Stockholder
”). Thus, your consent is not required and is not being solicited in connection with the approval of the
Corporate Actions (or the related Amendment to be filed with the Secretary of State of Nevada).
AMENDMENT
OF OUR ARTICLES OF INCORPORATION TO EFFECT THE CORPORATE ACTIONS
General
Upon
the filing and effectiveness (the “
Effective Time
”) of the Amendment, (A) each twenty (20) shares of the Corporation’s
Common Stock, par value $0.0001 per share issued and outstanding immediately prior to the Effective Time (“
Old Shares
”)
shall automatically be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock (“
New
Shares
”), without any further action by the Corporation or the stockholders of the Corporation, subject to the treatment
of fractional share interests as described below, (B) the authorized number of shares of common stock will be increased to 150,000,000
comprised of 150,000,000 shares of Common Stock par value $0.0001 per share all upon the effectiveness of the Amendment and (C)
the name of the Corporation shall be changed to Grandwon Corp.
No
cash will be paid or distributed as a result of aforementioned Reverse Stock Split, and no fractional shares will be issued. All
fractional shares which would otherwise be issued as a result of the Reverse Stock Split will be rounded up to a whole share.
Each certificate that immediately prior to the Effective Time represented shares of Common Stock (the “
Old Certificates
”),
shall thereafter represent that number of New Shares of Common Stock into which the Old Shares of Common Stock represented by
the Old Certificate shall have been combined, subject to the rounding up of fractional share interests. No certificates for shares
of Common Stock of the Company will be issued as a result of the Reverse Stock Split. No holder of record of any Old Certificates
is required to surrender any Old Certificate. The registered owner on the books and records of the Company or its transfer agent
of any Old Certificate shall have and be entitled to exercise any voting and other rights with respect to and to receive any dividend
and other distributions based upon the post-reverse split shares.
The
Company anticipates that the effective date of the Corporate Actions will be December 11, 2017.
NEITHER
THE REVERSE STOCK SPLIT NOR THE INCREASE IN AUTORIZED SHARES CHANGE YOUR PROPORTIONATE EQUITY INTEREST IN THE COMPANY, EXCEPT
AS MAY RESULT FROM THE ISSUANCE OF SHARES PURSUANT TO THE FRACTIONAL SHARES, OR ANY OF YOUR RIGHTS WITH RESPECT TO THE COMMON
STOCK.
ACTION
ONE: REVERSE STOCK SPLIT
On
November 9, 2017, the Board adopted resolutions approving the Amendment to effect the Reverse Stock Split of the outstanding
shares of Common Stock at the ratio of 20 for 1 and to increase the number of authorized shares of capital stock of the Company.
On November 9, 2017, we received a written consent from the Majority Stockholder approving the Amendment.
Reasons
for the Reverse Stock Split
Our
Board believes that, among other reasons, the number of outstanding shares of Common Stock has contributed to a lack of investor
interest in the Company and has made it difficult for the Company to attract new investors and potential business candidates.
Our Board proposed the Reverse Stock Split as one method to attract business opportunities for the Company. Our Board believes
that the Reverse Stock Split could increase the stock price of our Common Stock and that the higher stock price could help generate
interest in the Company by investors and provide business opportunities and potentially enable the Company to be listed on the
[OTCQX]. However, the effect of the Reverse Stock Split, if any, upon the stock price for our Common Stock cannot be predicted,
and the history of similar stock split combinations for companies like us is varied. Further, we cannot assure you that the stock
price of our Common Stock after the Reverse Stock Split will rise in proportion to the reduction in the number of shares of Common
Stock outstanding as a result of the Reverse Stock Split because, among other things, the stock price of our Common Stock may
be based on our performance and other factors as well.
We
cannot guarantee to stockholders that the price of our shares of Common Stock will reach or sustain any price level in the future,
and it is possible the Reverse Stock Split will have no lasting impact on the Company’s Common Stock share price. Furthermore,
the liquidity of our Common Stock could be adversely affected by the reduced number of shares that would be outstanding after
the reverse stock split. Consequently, there can be no assurance that the Reverse Stock Split will achieve its desired results.
In
evaluating the Reverse Stock Split, the Board considered negative factors generally associated with reverse stock splits. Among
others, the Board considered the negative perception of reverse stock splits held by some investors, analysts and other market
participants, as well as the fact that the stock price of some companies that have affected reverse stock splits have subsequently
declined back to pre-reverse stock split levels. Despite these potential negative factors, the Board determined they were outweighed
by the potential benefits.
Effects
of Reverse Stock Split
The
principal effect of the Reverse Stock Split will be a decrease in the number of shares of Common Stock issued and outstanding
from 36,209,002 shares as of November 9, 2017, to approximately 1,810,000 shares. The Reverse Stock Split will affect all
of our stockholders uniformly and will not affect any stockholder’s percentage ownership interest in the Company or proportionate
voting power, except to the extent that the Reverse Stock Split results in any of our stockholders holding a fractional share
of our Common Stock. The Common Stock issued pursuant to the Reverse Stock Split will remain fully paid and non-assessable. The
Reverse Stock Split will not affect any rights, privileges or obligations with respect to the shares of Common Stock existing
prior to the Reverse Stock Split, nor does it increase or decrease the market capitalization of the Company. The Reverse Stock
Split is not a “going private transaction” under Rule 13e-3 of the Exchange Act. We will continue to be subject to
the periodic reporting requirements of the Exchange Act.
Certain
Risks Associated with the Reverse Stock Split
After
the Reverse Stock Split becomes effective, you will own a lesser number of shares of Common Stock than you presently own. While
we hope that the Reverse Stock Split will result in an increase in the potential stock price of our Common Stock, we cannot assure
you either that the Reverse Stock split will increase the price by a multiple equal to the inverse of the Reverse Stock Split
ratio or that it will result in a sustained increase in the price of our Common Stock (which is dependent upon many factors, including
our performance and prospects). If the price of our Common Stock declines, the percentage decline as an absolute number and as
a percentage of our overall market capitalization may be greater than would occur in the absence of a Reverse Stock Split. It
is also possible that liquidity could be adversely affected by the reduced number of shares of Common Stock that will be outstanding
after the Reverse Stock Split. In addition, the Reverse Stock Split will increase the number of stockholders of the Company who
own odd lots (less than 180 shares). Stockholders who hold odd lots typically will experience an increase in the cost of selling
their shares, as well as possible greater difficulty in effecting such sales. As a result, we cannot assure you that the Reverse
Stock Split will achieve the desired results outlined above.
Because
Zhou Yingying, our Chairman and CEO, has the power to vote 1,605,000 shares of the common stock (after giving effect to the Reverse
Stock Split) of the Company, representing approximately 88.65% of the voting power of our outstanding Common Stock, the Reverse
Stock Split does not have any practical effect on our ability to accomplish a strategic transaction by means of a merger, tender
offer, solicitation or otherwise. Both before and after the reverse stock split, Ms. Yingying has the ability to control the outcome
of matters submitted to the Company’s stockholders for approval, including the election of most directors and any merger,
consolidation, or sale of all or substantially all of its assets.
Effect
on Registered and Beneficial Stockholders
Upon
the effectiveness of the Reverse Stock Split, the Company intends to treat stockholders holding shares of our Common Stock in
“street name” (that is, held through a bank, broker or other nominee) in the same manner as stockholders of record
whose shares are registered in their own names. Banks, brokers or other nominees will be instructed to effect the Reverse Stock
Split for beneficial holders holding shares of our Common Stock in “street name;” however, nominees may apply their
own specific procedures. If you hold your shares with a bank, broker or other nominee, and have any questions, please contact
your nominee.
Procedure
for Effecting Reverse Stock Split; No Exchange of Stock Certificates
We
anticipate that the Reverse Stock Split will become effective on December 11, 2017, or as soon thereafter as is reasonably
practicable (the “
Effective Date
”). Beginning on the Effective Date, each Old Certificate representing pre-Reverse
Stock Split shares of common stock will be deemed to evidence ownership of post-Reverse Stock Split shares of Common Stock. Stockholders
do not need to exchange their existing stock certificates.
Some
owners of Common Stock hold some or all of their shares electronically in book-entry form with our transfer agent. These stockholders
do not have stock certificates evidencing their ownership, but they are provided with a statement reflecting the number of shares
registered to them. If you hold shares in book-entry form with our transfer agent, no action is required. A transaction statement
will automatically be sent to your address of record indicating the number of shares of Common Stock held following the Reverse
Stock Split.
No
certificates for Company’s shares of Common Stock will be issued as a result of the Reverse Stock Split. No holder of record
of any Old Certificates is required to surrender any Old Certificate. The registered owner on the books and records of the Company
or its transfer agent of any Old Certificate shall have and be entitled to exercise any voting and other rights with respect to
and to receive any dividend and other distributions based upon the post-reverse split shares.
Further,
prior to filing the Certificate of Amendment reflecting the Reverse Stock Split, we must first notify the Financial Industry Regulatory
Authority (“
FINRA
”) by filing the Issuer Company Related Action Notification Form no later than ten (10) days
prior to the effective date of the Reverse Stock Split. Our failure to provide such notice may constitute fraud under Section
10 of the Exchange Act.
STOCKHOLDERS
SHOULD NOT DESTROY ANY STOCK CERTIFICATES AND SHOULD NOT SUBMIT ANY CERTIFICATES EXCEPT TO REFLECT A TRANSFER AND, IN THAT CASE,
SHOULD SUBMIT APPROPRIATE DOCUMENTATION REGARDING THE TRANSFER.
Fractional
Shares
No
scrip or fractional shares will be issued. If, as a result of the Reverse Stock Split, a stockholder would otherwise become entitled
to receive a fractional share of Common Stock, the Company will round up to one whole share of Common Stock.
New
CUSIP
A
new CUSIP number will be assigned to the Common Stock following the Reverse Stock Split.
Convertible
Securities
Commencing
at the Effective Time, all outstanding options, warrants and other convertible securities entitling holders to purchase shares
of Common Stock will entitle such holders to receive, upon exercise of their securities, 1/20
th
of the number of shares
of Common Stock which such holders may acquire before the Effective Time. In addition, commencing at the Effective Time, the exercise
or conversion price of all outstanding options, warrants and other convertible securities of the Company will be increased 20
times, based on the exchange ratio of the Reverse Stock Split.
Par
Value Per Share of Common Stock
As
a consequence of the Reverse Stock Split, the par value per share of the Company’s Common Stock would be adjusted from $0.0001
per share to $0.002 per share, which reflects the 1-for-20 split ratio. However, the amendment to our articles of incorporation
approved by the Board of Directors and our Majority Stockholder provides for a par value per share of $0.0001 upon the Effective
Time of the Reverse Stock Split. See “Increase in Authorized Shares” below.
Effect
on Voting Rights of, and Dividends on, Common Stock
Proportionate
voting rights and other rights of the holders of Common Stock will not be affected by the Reverse Stock Split. The percentage
of outstanding shares owned by each stockholder prior to the Reverse Stock Split will remain the same, except for adjustment as
a consequence of rounding up of any fractional shares created by the Reverse Stock Split. See “Fractional Shares”
above.
We
do not believe that the Reverse Stock Split will have any effect with respect to future distributions, if any, to our stockholders,
other than in respect of the additional shares issued to all of the Company’s stockholders in the Reverse Stock Split as
a consequence of rounding up of any fractional shares created by the Reverse Stock Split.
Effect
on Liquidity
The
decrease in the number of shares of our Common Stock outstanding as a consequence of the Reverse Stock Split may decrease the
liquidity in our Common Stock if the anticipated beneficial effects do not occur. See “Reasons for the Reverse Stock Split”
above.
Certain
U.S. Federal Income Tax Consequences
The
following summary of certain material federal income tax consequences of the Reverse Stock Split does not purport to be a complete
discussion of all of the possible federal income tax consequences and is included for general information only, is not intended
as tax advice to any person and is not a comprehensive description of the tax consequences that may be relevant to each stockholder’s
own particular circumstances. Further, it does not address any state, local, foreign or other income tax consequences, nor does
it address the tax consequences to stockholders that are subject to special tax rules, such as stockholders who are subject to
the alternative minimum tax, banks, insurance companies, regulated investment companies, personal holding companies, stockholders
who are not “United States persons” as defined in section 7701(a)(30) of the Internal Revenue Code of 1986, as amended
(the “
Code
”), broker-dealers and tax-exempt entities. This summary is based on the Code, the U.S. Treasury
Department regulations thereunder and proposed regulations, court decisions and current administrative rulings and pronouncements
of the Internal Revenue Service, all of which are subject to change, possibly with retroactive effect. This summary addresses
only those stockholders who hold their Old Shares as “capital assets” as defined in the Code (generally, property
held for investment), and will hold the New Shares as capital assets.
Holders
of Common Stock are advised to consult their own tax advisers regarding the federal income tax consequences of the Reverse Stock
Split in light of their personal circumstances and the consequences under state, local and foreign tax laws, and also as to any
estate or gift tax considerations.
We
are structuring the Reverse Stock Split in an effort to obtain the following consequences:
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the Reverse Stock
Split will qualify as a recapitalization under section 368(a)(1)(E) of the Code for U.S. federal income tax purposes;
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stockholders should
not recognize any gain or loss as a result of the Reverse Stock Split;
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the aggregate basis
of a stockholder’s Old Shares will become the aggregate basis of the New Shares held by such stockholder immediately
after the Reverse Stock Split; and
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the holding period
of the New Shares will include the stockholder’s holding period for the Old Shares.
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The
above discussion is not intended or written to be used, and cannot be used by any person, for the purpose of avoiding U.S. federal
tax penalties. It was written solely in connection with the proposed Reverse Stock Split of our Common Stock.
No
Appraisal Rights
Our
stockholders will not have any right to elect to have the fair value of their shares judicially appraised and paid to them in
cash in connection with, or as a result of, the Reverse Stock Split.
Effective
Date of the Reverse Stock Split
We
intend to effectuate the Reverse Stock Split on or about December 11, 2017. However, the exact timing of the Reverse Stock
Split will be determined by the Board based on its evaluation as to when such action will be the most advantageous to the Company
and our stockholders, as well as the date of the requisite notice to FINRA described above under “Procedure for Effecting
Reverse Stock Split; No Exchange of Stock Certificates.” In addition, the Board reserves the right, notwithstanding stockholder
approval and without further action by the stockholders, to elect not to proceed with the Reverse Stock Split if the Board, in
its sole discretion, determines that it is no longer in our best interests and the best interests of our stockholders.
The
Reverse Stock Split will become effective upon the filing of Amendment in the form attached hereto as
Annex A
(the “
Amendment
”),
and its acceptance for record by the Nevada Secretary of State (the “
Effective Time
”), but in no event prior
to the end of the 20-day period following the date on which this Information Statement is mailed first to our stockholders and
the delivery of the requisite notice to FINRA.
ACTION
TWO: INCREASE IN AUTHORIZED SHARES
The
following chart depicts the capitalization structure of the Company both (i) pre-Reverse Stock Split and post-Reverse Stock Split
(the post-split shares of common stock may differ slightly based on the number of fractional shares) and (ii) before and after
the Increase in the Authorized Shares:
Pre-Reverse
Stock Split and Before Increase in Authorized Shares
Authorized Shares of
Common Stock
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Issued Shares
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Authorized but
Unissued
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40,000,000
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36,209,002
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3,790,998
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Post-Reserve
Stock Split and After Increase in Authorized Shares
Authorized Shares of
Common Stock
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Issued Shares
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Authorized but
Unissued
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150,000,000
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1,810,450
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148,189,550
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On
November 9, 2017, at the same time that the Board adopted resolutions authorizing the Reverse Stock Split, the Board adopted
a resolution to increase the authorized shares of the Company and adjust the par value of the Company’s Common Stock upon
completion of the Reverse Stock Split. Absent such action, the par value per share of the Company’s Common Stock would become
$0.002 per share at the Effective Time of the Reverse Stock Split, which is the equal to current par value of $0.0001 per share
multiplied by the Reverse Stock Split ratio of 1-for-20.
Reasons
for the Increase in Authorized Shares and Related Par Value Adjustment
The
increase in the number of authorized shares of Common Stock means that, together with the decrease in the number of issued and
outstanding shares of Common Stock resulting from the Reverse Stock Split, we will have more of our authorized shares available
for issuance than we did before the Reverse Stock Split and the Increase in the Authorized Shares. The Board believes that the
shares available for issuance as increased by the Increase of Authorized Shares and the Reverse Stock Split allow the Company
sufficient flexibility in pursuing financing from investors, meeting business needs as they arise, providing shares available
for equity incentives for the Company’s directors, management and employees, taking advantage of favorable opportunities,
and responding to a changing corporate environment.
Change
in Par Value
“Par
Value” is a dollar value assigned to shares of stock, which is the minimum amount for which each share may be sold. Historically,
the concept of par value and the stated capital of a company were to protect creditors and senior security holders by ensuring
that a company received at least the par value as consideration for issuance of its shares. Over time, these concepts have lost
their significance for the most part. The Company’s Articles of Incorporation currently provides that the par value of the
Company’s Common Stock is $0.0001 per share. Following the Reverse Stock Split, the par value would increase to $0.002 per
share, if no other action were taken. The Board believes that the adjustment in the par value of the Company’s Common Stock
from $0.002 per share to $0.0001 per share will cause the Company’s par value to be similar to the par value per share of
the common stock of other similar public companies.
Effect
on Voting Rights of, and Dividends on, Common Stock
Proportionate
voting rights and other rights of the holders of Common Stock will not be affected by either the Increase in Authorized Shares
or the related adjustment in the par value of the Company’s Common Stock. The percentage of outstanding shares owned by
each stockholder prior to the par value adjustment will remain the same, except for adjustment as a consequence of rounding up
of any fractional shares created by the Reverse Stock Split. See “Fractional Shares” above.
We
do not believe that either the Increase in the Authorized Shares or par value adjustment will have any effect with respect to
future distributions, if any, to our stockholders.
No
Appraisal Rights
Our
stockholders will not have any right to elect to have the fair value of their shares judicially appraised and paid to them in
cash in connection with, or as a result of, the Increase in Authorized Shares and related par value adjustment.
Effective
Date of the Increase in Authorized Shares and Par Value Adjustment
The
Increase in Authorized Shares and related par value adjustment will become effective at the Effective Time, but in no event prior
to the end of the 20-day period following the date on which this Information Statement is mailed first to our stockholders and
following the notice to FINRA.
ACTION
THREE: NAME CHANGE
The
Board believes it to be in the best interests of the Company and its stockholders to change the name since its existing name reflects
the former business of the Company while under its prior ownership and management and is not reflective of its business today.
The change in name will avoid confusion with any company formed by the former ownership and management of the Company and is required
under the terms of the stock purchase agreement pursuant to which the Majority Stockholder acquired her interest.
INTEREST
OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No
director, executive officer, nominee for election as a director, associate of any director, executive officer or nominee, or any
other person, has any substantial interest, direct or indirect, in the Corporate Actions that is not shared by all other stockholders.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth information known to the Company with respect to the beneficial ownership (as such term is defined
in Rule 13d-3 under the Exchange Act) of the outstanding Common Stock of the Company as of _____________, 2017 by: (1) each person
known by the Company to beneficially own 5% or more of any class of the Company’s outstanding Common Stock; (2) each of
the named executive officers as defined in Item 402(a)(3) of Regulation S-K; (3) each of the Company’s directors; and (4)
all of the Company’s named executive officers and directors as a group. As of November 9, 2017, there were a total
of 36,209,002 shares of Common Stock issued and outstanding. Each share of Common Stock is entitled to one vote on matters on
which holders of voting stock of the Company are eligible to vote.
The
number of shares beneficially owned is determined under the rules promulgated by the SEC, and the information is not necessarily
indicative of beneficial ownership for any other purpose. Under those rules, beneficial ownership includes any shares as to which
a person or entity has sole or shared voting power or investment power
plus
any shares which such person or entity has
the right to acquire within sixty days of __________, 2017 through the exercise or conversion of any stock option, convertible
security, warrant or other right. Unless otherwise indicated, each person or entity named in the table has sole voting power and
investment power (or shares such power with that person’s spouse) with respect to all shares of capital stock listed as
owned by that person or entity.
Set
forth in the table below is information as of ________________, 2017 with respect to the beneficial ownership of Common Stock
by our directors, and Named Executive Officers.
Name of Beneficial Owner
|
|
Amount and Nature of Beneficial Ownership(1)
|
|
|
Percentage of Ownership
|
|
Yingying Zhou
4
th
Floor, Section D, Pioneering Park
Guanlan Dafu Industrial Zone
Shenzhen, Guangdong, China
|
|
|
32,100,000
|
|
|
|
88.65
|
%
|
Lin Wang
4
th
Floor, Section D, Pioneering Park
Guanlan Dafu Industrial Zone
Shenzhen, Guangdong, China
|
|
|
0
|
|
|
|
|
|
Lei Qiao
4
th
Floor, Section D, Pioneering Park
Guanlan Dafu Industrial Zone
Shenzhen, Guangdong, China
|
|
|
0
|
|
|
|
|
|
Jiancong Chen
4
th
Floor, Section D, Pioneering Park
Guanlan Dafu Industrial Zone
Shenzhen, Guangdong, China
|
|
|
0
|
|
|
|
|
|
All directors and officers as a group
|
|
|
32,100,000
|
|
|
|
88.65
|
%
|
|
(1)
|
Following
the Effective Time and the effectiveness of the Reverse Stock Split, the number of shares held by Ms. Yingying and the directors
and officers as a group will be reduced to 1,605,000 but the percentage ownership of the Common Stock will remain at 88.65% of
the total issued and outstanding shares of Common Stock.
|
ADDITIONAL
INFORMATION
We
are subject to the disclosure requirements of the Exchange Act, and in accordance therewith, file reports, information statements
and other information, including annual and quarterly reports on Form 10-K and 10-Q, respectively, with the SEC. Reports and other
information filed by the Company can be inspected and copied at the public reference facilities maintained by the SEC at 100 F.
Street, N.E., Washington DC 20549. Copies of such material can also be obtained upon written request addressed to the SEC, Public
Reference Section, 100 F. Street, N.E., Washington DC 20549 at prescribed rates. In addition, the SEC maintains a web site on
the Internet (http://www.sec.gov) that contains reports, information statements and other information regarding issuers that file
electronically with the SEC through the Electronic Data Gathering, Analysis and Retrieval System.
You
may request a copy of documents filed with or furnished to the SEC by us, at no cost, by writing IHO-Agro International, Inc.
at 4
th
Floor, Section D, Jinhao Pioneering Park, Guanlan Dafu Industrial Zone, Shenzhen, Guangdong, China 86-0755 ATTN:
Zhou Yingying or calling the Company at 86-0755-29737673.
DELIVERY
OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
If
hard copies of the materials are requested, we will send only one Information Statement and other corporate mailings to stockholders
who share a single address unless we received contrary instructions from any stockholder at that address. This practice, known
as “householding,” is designed to reduce our printing and postage costs. However, the Company will deliver promptly
upon written or oral request a separate copy of the Information Statement to a stockholder at a shared address to which a single
copy of the Information Statement was delivered. You may make such a written or oral request by (a) sending a written notification
stating (i) your name, (ii) your shared address and (iii) the address to which the Company should direct the additional copy of
the Information Statement, to the Company at 4
th
Floor, Section D, Jinhao Pioneering Park, Guanlan Dafu Industrial
Zone, Shenzhen, Guangdong, China 86-0755 ATTN: Zhou Yingying or calling the Company at 86-0755-29737673.
If
multiple stockholders sharing an address have received one copy of this Information Statement or any other corporate mailing and
would prefer the Company to mail each stockholder a separate copy of future mailings, you may mail notification to, or call the
Company at, the address and phone number in the preceding paragraph. Additionally, if current stockholders with a shared address
received multiple copies of this Information Statement or other corporate mailings and would prefer the Company to mail one copy
of future mailings to stockholders at the shared address, notification of such request may also be made by mail or telephone to
the address or phone number provided in the preceding paragraph.
MISCELLANEOUS
Additional
copies of this Information Statement may be obtained at no charge by writing to us at 4
th
Floor, Section D, Jinhao
Pioneering Park, Guanlan Dafu Industrial Zone, Shenzhen, Guangdong, China 86-0755 ATTN: Zhou Yingying.
NO
ADDITIONAL ACTION IS REQUIRED BY OUR STOCKHOLDERS IN CONNECTION WITH THESE ACTIONS. HOWEVER, SECTION 14C OF THE EXCHANGE ACT REQUIRES
THE MAILING TO OUR STOCKHOLDERS OF THE INFORMATION SET FORTH IN THIS INFORMATION STATEMENT AT LEAST TWENTY (20) DAYS PRIOR TO
THE EARLIEST DATE ON WHICH THE CORPORATE ACTION MAY BE TAKEN.
|
IHO-Agro
International, Inc.
|
|
|
|
|
/s/
Zhou Yingying
|
|
Zhou Yingying
|
|
Chairman & Chief Executive Officer
|
|
|
|
_______________,
2017
|
ANNEX
A
CERTIFICATE
OF AMENDMENT
TO
ARTICLES OF INCORPORATION OF
IHO-AGRO
INTERNATIONAL, INC.
WRITTEN
CONSENT OF THE BOARD OF DIRECTORS
OF
IHO
AGRO INERNATIONAL, INC.
November
9, 2017
The
undersigned, being all of the members of the Board of Directors (the “
Board
”) of IHO Agro International, Inc.,
a Nevada corporation (the “
Corporation
”), do hereby consent that when all of the undersigned have executed
this Written Consent or a counterpart thereof, such counterparts when taken together shall constitute one and the same Written
Consent, the resolutions set forth below shall be deemed to have been adopted to the same extent and to have the same force and
effect as if adopted by the Corporation’s Board at a meeting duly called and held for purposes of acting upon proposals
to adopt such resolutions.
WHEREAS,
the Board deems it advisable and generally in the Corporation’s best interests to effect a 1-for-20 reverse stock split
of its common stock, par value $0.0001 per share (the “
Old Common Stock
”), with resulting fractional shares
to be rounded up to the next higher whole number of shares (the “
Reverse Split
”), resulting in cost savings
to the Corporation;
WHEREAS,
the Board deems it advisable and generally in the Corporation’s best interests to increase the number of authorized
shares of capital stock of the Corporation (“
Capitalization Increase
”) to 150,000,000 million shares of capital
stock, comprised of 150,000,000 shares of Common Stock, par value $0.0001 per share ( the “
New Common Stock
”
or the “
Common Stock
”) and to decrease the par value of the Common Stock as would otherwise be in effect as
a result of the Reverse Split to the par value of the Old Common Stock;
WHEREAS,
the Board also deems it advisable and generally in the Corporation’s best interests to change the name of the Corporation
to Grandwon Corp. and to seek a corresponding ticker symbol change with FINRA (the “
Name Change
”);
WHEREAS,
the Board deems it to be in the best interest of the Corporation to file with the Secretary of State of Nevada a Certificate
of Amendment (the “
Certificate of Amendment
”) to the Articles of Incorporation of the Corporation to effect
the Reverse Split, the Capitalized Increase and the Name Change (collectively, the “
Corporate Actions
”);
NOW
THEREFORE, BE IT RESOLVED,
that the Board hereby approves the Certificate of Amendment in the form attached hereto as
Exhibit
A
and the Corporate Actions; and be it
FURTHER
RESOLVED,
that the Board hereby directs that the Certificate of Amendment and the Corporate Actions be submitted to the stockholders
of the Corporation for their consideration and approval, and recommends that the Corporation’s stockholders approve the
Articles of Amendment and the Corporate Actions; and be it
FURTHER
RESOLVED,
that, upon the approval of the Certificate of Amendment and the Corporate Actions by the stockholders of the Corporation,
the Corporation shall prepare an Information Statement pursuant to Section 14 of the Securities Exchange Act of 1934, as amended,
and Regulation 14C and Schedule 14C thereunder (the “
Information Statement
”), to notify the Corporation’s
stockholders of the stockholders’ approval of the Certificate of Amendment and the Corporate Actions; and be it
FURTHER
RESOLVED,
that the officers of the Corporation shall mail or otherwise deliver, or cause the mailing or delivery of the Information
Statement to each of the Corporation’s common stockholders of record as of November 9, 2017 (the “
Record
Date
”); and be it
FURTHER
RESOLVED,
that, upon the approval of the Certificate of Amendment and the Corporate Actions by the stockholders of the Corporation,
the proper officers of the Corporation be and hereby are authorized, empowered and directed to execute and file on the Corporation’s
behalf the Certificate of Amendment with the Secretary of State of Nevada with such effective date as the Chief Executive Officer
of the Corporation deems appropriate;
provided
,
however
, that pursuant to Rule 14c-2 promulgated under the Securities
Exchange Act of 1934, as amended, the Certificate of Amendment and the Corporate Actions shall become effective no sooner than
twenty (20 )days after the Information Statement is mailed to the Corporation’s stockholders of record as of the Record
Date; and be it
FURTHER
RESOLVED,
that officers of the Company shall cause the Corporate Action to be filed with FINRA and that the final effectiveness
of the Corporate Actions shall be upon approval and effectuation of same with FINRA; and be it
FURTHER
RESOLVED,
that the proper officers of the Corporation be, and each of them hereby is, in accordance with the foregoing resolutions,
authorized, empowered and directed, in the name and on behalf of the Corporation, to prepare, execute and deliver, or cause to
be prepared, executed and delivered, any and all agreements, amendments, certificates, reports, applications, notices, instruments,
schedules, statements, consents, letters or other documents and information and to do or cause to be done any and all such other
acts and things as, in the opinion of any such officer, may be necessary, appropriate or desirable in order to enable the Corporation
fully and promptly to carry out the purposes and intent of the foregoing resolutions, to make any filings pursuant to federal,
state and foreign laws, and to take all other actions that he or she deems necessary, appropriate or advisable in order to comply
with the applicable laws and regulations of any jurisdiction (domestic or foreign), or otherwise to effectuate and carry out the
purposes of the foregoing resolutions and to permit the transactions contemplated thereby to be lawfully consummated, and any
such action taken or any agreements, amendments, certificates, reports, applications, notices, instruments, schedules, statements,
consents, letters or other documents and information executed and delivered by them or any of them in connection with any such
action shall be conclusive evidence of their or his authority to take, execute and deliver the same; and be it
FURTHER
RESOLVED,
that each of the proper officers of the Corporation is authorized, empowered and directed, in the name and on behalf
of the Corporation, to take or cause to be taken any and all such further actions and to prepare, execute and deliver or cause
to be prepared, executed and delivered all such further agreements, documents, certificates and undertakings, and to incur all
such fees and expenses, as in his or her judgment shall be necessary, appropriate or advisable to carry out and effectuate the
purpose and intent of any and all of the foregoing resolutions; and be it
FURTHER
RESOLVED,
that all actions previously taken by any officer, director, representative or agent of the Corporation, in the name
or on behalf of the Corporation or any of its affiliates in connection with the transactions contemplated by the foregoing 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 Board hereby adopts, as if expressly set forth herein, the form of any and all resolutions required by
any authority to be filed in connection with any applications, reports, filings, consents to service of process, powers of attorney,
covenants and other papers, instruments and documents relating to the matters contemplated by the foregoing resolutions if (i)
in the opinion of a proper officer of the Corporation executing the same, the adoption of such resolutions is necessary or advisable,
and (ii) the secretary or an assistant secretary of the Corporation evidences such adoption by inserting with the minutes of the
meeting at which these resolutions were adopted copies of such resolutions, which will thereupon be deemed to be adopted by the
Board with the same force and effect as if originally set forth herein.
Dated:
November 9, 2017
|
BOARD
OF DIRECTORS:
|
|
|
|
/s/
Zhou Yingying
|
|
Zhou
Yingying
|
|
/s/
Lei Qiao
|
|
Lei
Qiao
|
Exhibit
A
CERTIFICATE
OF AMENDMENT
TO
THE ARTICLES OF INCORPORATION
OF
IHO-AGRO
INTERNATIONAL, INC.
(Reverse
Stock Split, Increase in Authorized Capital Stock & Name Change)
Pursuant
to Sections 78.385 and 78.390 of the Nevada Revised Statutes, IHO-Agro International, Inc., a Nevada corporation (the “
Corporation
”),
hereby amends pursuant to this certificate of amendment (“
Certificate of Amendment
”) its articles of incorporation
(as so amended, the “
Articles
”), as follows:
|
A.
|
Capitalization
Increase; Increase in Par Value of Common Stock
. Upon the Effective Time (as defined below) of this Certificate of Amendment,
the Authorized Stock will be and hereby is amended to delete the current number of authorized shares and replace it as follows:
|
|
3.
|
Authorized
Capital Stock
. The aggregate number of shares which the Corporation shall have the authority to issue is 150,000,000 shares,
of which 150,000,000 shares shall be Common Stock, par value $0.0001 per share (the “
Common Stock
”) and
to decrease the par value of the Common Stock to the par value as would otherwise be in effect as a result of the Reverse
Split to the par value of the Old Common Stock.
|
|
(a)
|
Rights
of Holders of Common Stock
. The following rights, powers, privileges and restrictions, qualifications and limitations
apply to the Common Stock:
|
|
(1)
|
Voting
.
The holders of the Common Stock are entitled to one (1) vote for each share of Common Stock held at all meetings of stockholders
(and written actions in lieu of meetings). Unless required by law, there shall be no cumulative voting. The number of authorized
shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the
affirmative vote of the holders of shares of capital stock of the Corporation representing a majority of the votes represented
by all outstanding shares of capital stock of the Corporation entitled to vote.
|
|
B.
|
Reverse
Stock Split
. Upon the Effective Time of this Certificate of Amendment, the Corporation will effect a Reverse Stock Split
pursuant to which each one (1) share of the Corporation’s common stock, par value $$0.0001 per share (“
Old
Common Stock
”) issued and outstanding immediately prior to the Effective Time will be and hereby is automatically
reclassified and changed (without any further act) into 1/20th of a validly issued, fully-paid and non-assessable share of
Common Stock (the “
New Common Stock
”), without increasing or decreasing the par value thereof, provided
that no fractional shares shall be issued in respect of any shares of Common Stock held by any holder, and that, instead of
issuing such fractional shares, the Corporation shall round up any partial shares to the next highest whole share. No cash
will be paid or distributed as a result of the Reverse Stock Split. Each certificate representing shares of Old Common Stock
shall thereafter represent the number of shares of New Common Stock into which the shares of Old Common Stock represented
by such certificated were reclassified and converted hereby.
|
|
C.
|
Name
Change
. Upon the Effective Time of this Certificate of Amendment, Article I of the Articles will be, and is hereby amended
and restated in its entirety to read as follows:
|
|
|
|
|
|
Article
I – NAME OF CORPORATION
|
|
|
|
|
|
The
name of the corporation is Grandwon Corp.
|
|
|
|
|
D.
|
Authority
to Amend
. These Articles of Amendment were adopted by the unanimous consent of the Corporation’s Board of Directors
in lieu of meeting on November 9, 2017 and duly approved by the Corporation’s stockholders holding shares in
the Corporation entitling them to exercise at least a majority of the voting power of the Corporation’s capital stock
on November 9, 2017 as required by law and the Corporation’s Articles. The number of votes cast for the Certificate
of Amendment by the stockholders was sufficient for approval.
|
|
|
|
|
D.
|
Effective
Time
. The effective time of this Certificate of Amendment shall be the close of business on the date of approval by the
Financial Industry Regulatory Authority (FINRA) as reflected in a Form 8-K to be filed by the Corporation with the Securities
and Exchange Commission but in no event more than ninety (90) days after the date of filing with the Nevada Secretary of State
(“
Effective Time
”).
|
IN
WITNESS WHEREOF
, the undersigned has executed these Articles of Amendment as of November 9, 2017.
|
IHO-Agro
International, Inc.
|
|
|
|
|
By:
|
/s/
Zhou Yingying
|
|
Name:
|
Zhou
Yingying
|
|
Title:
|
Chief
Executive Officer
|
WRITTEN
CONSENT IN LIEU OF MEETING
OF
THE HOLDER OF A MAJORITY OF THE VOTING STOCK
OF
IHO-AGRO
INTERNATIONAL, INC.
November
9, 2017
The
undersigned, being the holder of a majority of the voting shares of IHO-Agro International Inc., a Nevada corporation (the “
Corporation
”),
hereby adopts the following resolution by written consent of the stockholders of the Corporation in lieu of a meeting:
RESOLVED,
that the undersigned stockholder hereby ratifies and approves the November 9, 2017 actions of the Board of Directors
of the Corporation set forth above with respect to:
|
(i)
|
An
increase in the authorized shares of capital stock of the Corporation to 150,000,000 shares of which 150,000,000 shares shall
be Common Stock, par value $0.0001 per share (the “
Common Stock
”), and
|
|
|
|
|
(ii)
|
A
1-for-20 reverse stock split (the “
Reverse Split
”) of the Corporation’s common stock, par value $0.0001
per share (“
Common Stock
”), with fractional shares to be rounded up to the next higher whole number of
shares;
|
|
|
|
|
(iii)
|
The
change of the name of the Corporation to Grandwon Corp.
|
IN
WITNESS WHEREOF,
the undersigned, being the holder of majority of the shares of the voting stock of the Corporation, has executed
this written consent as of the date written above.
Stockholder
|
|
No. of Shares
Owned
|
|
Percentage of
Voting Shares
|
|
|
|
|
|
|
|
|
|
Zhou Yingying
|
|
|
32,100,000
|
|
|
|
88.65
|
%
|
|
ZHOU
YINGYING
|
|
|
|
/s/
Zhou Yingying
|
|
Zhou
Yingying, as majority stockholder
|
CERTIFICATE
OF SECRETARY
IHO-AGRO
INTERNATIONAL, INC.
The
undersigned, Zhou Yingying, Secretary of IHO-Agro International, Inc., a Nevada corporation (the “
Company
”),
does hereby certify as follows on behalf of the Company that (i) the Written Consent of the Board of Directors (the “
Board
”)
with an effective date of November 9, 2017 attached hereto (the “
Director Written Consent
”) is a true
and correct copy of the Director Written Consent adopted by the Board, (ii) the Written Consent of the Holder of a Majority of
the Stock of the Company (the “
Majority Stockholder
”) with an effective date of November 9, 2017 attached
hereto (the “
Stockholder Written Consent;
” and together with the Director Written Consent, the “
Written
Consents
”)) is a true and correct copy of the Stockholder Written Consent adopted by the Majority Stockholder and (iii)
the Certificate of Amendment (“
Certificate of Amendment
”) of the Articles of Incorporation of the Company attached
hereto is a true and correct copy of the Certificate of Amendment duly adopted and approved by the Board and the Majority Stockholder
pursuant to the Written Consents. The Written Consents and the Certificate of Amendment have not been amended, modified
or rescinded, and each remains in full force and effect as of the date hereof.
IN
WITNESS WHEREOF
, the undersigned has executed this Certificate on this 9
th
day of November 2017.
|
IHO-AGRO
INTERNATIONAL, INC
.
|
|
|
|
/s/
Zhou
Yingying
|
|
Zhou
Yingying
|
|
Secretary
|
STATE
OF _____________
COUNTY
OF ___________
Sworn
to and subscribed before me this 9
th
day of November, 2017, by _____________________, who is personally known
to me or who has produced ___________________ as identification.
|
Notary’s
Signature ________________________________
|
|
|
|
Print
Notary’s Name ______________________________
|
|
NOTARY
PUBLIC, State of _________
|
|
|
My
commission expires: