UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14C
(RULE
14C-101)
SCHEDULE
14C INFORMATION
INFORMATION
STATEMENT PURSUANT TO SECTION 14(C) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Check
the appropriate box:
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[X]
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Preliminary
Information Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-5(d) (1))
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Definitive
Information Statement
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WEWIN
GROUP CORP.
(Name
of Registrant as Specified in Its Charter)
Payment
of Filing Fee (Check the appropriate box):
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[X]
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No
fee required
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which 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
previously paid 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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WEWIN
GROUP CORP.
506
Enterprise Ave
Kitimat
BC, Canada V8C 2E2
(778)
888-2886
September
10, 2018
Dear
Shareholder:
This
Information Statement is furnished to holders of shares of common stock, $.001 par value (the “Common Stock of Stem Holdings,
Inc. (the “Company”). We are sending you this Information Statement to inform you that on September 10, 2018, the
Board of Directors of the Company unanimously adopted a resolution seeking shareholder approval to amend the Company’s Articles
of Incorporation to (1) authorize the issuance of 20,000,000 shares of Company Preferred Stock par value $0.00
01
;
(2) increase the number of authorized Company Common Shares from 75,000,000 to 750,000,000 and change the par value of Company
Common Shares to $0.0001 and (3) change the name of the Company to AllyMe Group, Inc. Thereafter, on September 10, 2018, pursuant
to the By-Laws of the Company and applicable Nevada law, shareholders holding in excess of fifty percent (50%) of the votes entitled
to be cast on the aforementioned matter (identified in the section entitled “Voting Securities and Principal Holders Thereof”)
adopted a resolution to authorize the Board of Directors, in its sole discretion, to amend the Company’s Articles of Incorporation
to (1) authorize the issuance of 20,000,000 shares of Company Preferred Stock par value $0.0001; (2) increase the number
of authorized Company Common Shares from 75,000,000 to 750,000,000 and change the par value of Company Common Shares to $0.0001
and (3) change the name of the Company to AllyMe Group, Inc.
The
Board of Directors believes that the proposed increase in authorized capital is beneficial to the Company because it provides
the Company with the flexibility it needs to raise additional capital consistent with its Business Plan. The Board further believes
that it is in the best interest of the Company to change its name to AllyMe Group, Inc. because it avoids confusion caused by
the existence of an unrelated company named “WeWin”.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE NOT REQUESTED
TO
SEND US A PROXY
The
enclosed Information Statement is being furnished to you to inform you that the foregoing action has been approved by the holders
of a majority of the outstanding shares of our Common Stock. The resolutions will not become effective before the date which is
20 days after this Information Statement was first mailed to shareholders. You are urged to read the Information Statement in
its entirety for a description of the action taken by the Board of Directors and the consent of shareholders of the Company holding
a majority of the shares entitled to vote on the matter.
This
Information Statement is being mailed on or about September 24, 2018 to shareholders of record on September 10, 2018 (the “Record
Date”).
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/s/
Zilin Wang
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Zilin
Wang, Chief Executive Officer
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WEWIN
GROUP CORP.
506
Enterprise Ave
Kitimat
BC, Canada V8C 2E2
(778)
888-2886
INFORMATION
STATEMENT
PURSUANT
TO SECTION 14(C)
OF
TH SECURITIES EXCHANGE ACT OF 1934
AND
RULE 14C-2 THEREUNDER
NO
VOTE OR OTHER ACTION OF THE COMPANY’S SHAREHOLDERS IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT
.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
The
Company is distributing this Information Statement to its shareholders in full satisfaction of any notice requirements it may
have under Securities and Exchange Act of 1934, as amended, and applicable Nevada law. No additional action will be undertaken
by the Company with respect to the receipt of written consents, and no dissenters’ rights with respect to the receipt of
the written consents.
Expenses
in connection with the distribution of this Information Statement, which are anticipated to be approximately $5,000.00, will be
paid by the Company.
ABOUT
THE INFORMATION STATEMENT
What
Is The Purpose Of The Information Statement?
This
Information Statement is being provided pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “
Exchange
Act
”) to notify the Company’s shareholders, as of the close of business on September 10, 2018 (the “
Record
Date
”), of corporate action taken pursuant to the consent or authorization of certain shareholders of the Company. Shareholders
holding the power to vote in excess of a majority of the Company’s outstanding common stock have acted upon the corporate
matters outlined in this Information Statement, consisting of the following:
To
amend the Company’s Articles of Incorporation to:
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(1)
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authorize
the issuance of 20,000,000 shares of Company Preferred Stock par value $0.00
01
;
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(2)
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increase
the number of authorized Company Common Shares from 75,000,000 to 750,000,000 and change the par value of Company
Common Shares to $0.0001; and
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(3)
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change
the name of the Company to AllyMe Group, Inc.
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A
draft of the Amendment to the Company’s Articles of Incorporation is attached as Exhibit A and incorporated herein by this
reference.
The
Company will refer to this action as the “Proposal”.
Who
Is Entitled To Notice?
Each
holder of an outstanding share of common stock or voting preferred stock of record on the close of business on the Record Date
will be entitled to notice of each matter voted upon pursuant to consents or authorizations by certain shareholders who, as of
the close of business on the Record Date, were entitled to cast in excess of fifty percent (50%) of the votes entitled to vote
in favor of the Proposal. Under Nevada corporate law, all the activities requiring shareholder approval may be taken by obtaining
the written consent and approval by the holders of fifty percent (50%) of the votes entitled to be cast on the matter in lieu
of a meeting of the shareholders. No action by the minority shareholders in connection with the Proposal is required.
What
Corporate Matters Did the Majority of the Shareholders Vote For And How Did They Vote?
As
of September 10, 2018, the Company received executed consents from shareholders entitled to in excess of fifty percent (50%) of
the total eligible votes, which means that a majority of the votes entitled to be cast on the Proposal were in fact cast. The
Shareholders provided consent with respect to the following matters:
To
amend the Company’s Articles of Incorporation to:
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(1)
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authorize
the issuance of 20,000,000 shares of Company Preferred Stock par value $0.
0001
;
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(2)
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increase
the number of authorized Company Common Shares from 75,000,000 to 750,000,000 and change the par value of Company
Common Shares to $0.0001; and
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(3)
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change
the name of the Company to AllyMe Group, Inc.
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What
Vote Is Required To Approve The Proposal?
With
respect to the Proposal, the affirmative vote of a majority of the votes entitled to be cast on the Proposal was required for
approval of the Proposal. Certain of the Company’s shareholders have voted in favor of the Proposal and these shareholders
represented in excess of fifty percent (50%) of the votes entitled to be cast on the Proposal. These shareholders were entitled
to cast fifty percent (50%) of the votes eligible to be cast on the Proposal. Accordingly, these shareholders had sufficient voting
shares to approve the Proposal.
Shareholders
Who Voted In Favor Of The Proposal
The
table below indicates all of the holders of shares of the Company’s Common Stock that have voted in favor of the Proposal.
On the Record Date, 8,620,000 votes were eligible to be cast on the Proposal.
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Shareholder
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Shares of Common Stock
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Zilin Wang
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8,618,000
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BACKGROUND
Corporate
Structure
WEWIN
GROUP CORP. (formerly Makh Group Corp., the “Company”, “we” or “us”) was incorporated under
the laws of the State of Nevada on August 13, 2014 (“Inception”). The Company’s principal office address is
located at 506 Enterprise Ave, Kitimat BC, Canada V8C 2E2.
Overview
of the Business
The
Company provides consulting services in China principally focused on the development of
new-high-tech
products marketing and retail sales
.
For further
information related to the Company’s business, please see the Company’s Form 10-K for the period ended December 31,
2017 and Form 10-Q for the periods ended March 31, 2018 and June 30, 2018, and related filings, filed with the U.S. Securities
and Exchange Commission.
The
Board of Directors believes that the proposed amendments to the Company’s articles of incorporation are beneficial to the
Company because they provide the Company with the flexibility it needs to raise additional capital consistent with its Business
Plan and engage in potential acquisition transactions and avoid confusion between the Company’s current name and another
company operating in China.
No
further action on the part of shareholders will be required to either implement or abandon the increase in authorized capital.
The Board of Directors reserves its right to elect not to proceed, and abandon, the increase in authorized capital if it determines,
in its sole discretion, that this proposal is no longer in the best interests of the Company’s shareholders.
ADVANTAGES
AND DISADVANTAGES OF INCREASING AUTHORIZED COMMON STOCK
There
are certain advantages and disadvantages of increasing the Company’s authorized capital. The Company believes that the impact
of authorizing the issuance of preferred shares and increasing its authorized capital is largely mitigated by increased ability
of the Company to raise capital for the future growth of the Company consistent with its Business Plan. As a result of the increase
in authorized capital, authorized but unissued Company Common Shares are increased from 66,380,000 to 741,380,000. In addition,
the Company would have 20,000,000 authorized but unissued shares of Preferred Stock. The current number of authorized but unissued
shares does not include shares which are reserved for issuance in the event of the exercise of certain warrants and options which
required to be reserved.
The
Company believes that the authorization of Preferred Stock and the increased number of authorized but unissued Common Shares will
facilitate:
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The
ability to raise capital by issuing capital stock under future financing transactions, if any.
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To
have shares of common stock available to pursue business expansion opportunities, if any.
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The
issuance of authorized but unissued stock could be used to deter a potential takeover of the Company that may otherwise be
beneficial to shareholders by diluting the shares held by a potential suitor or issuing shares to a shareholder that will
vote in accordance with the desires of the Company’s Board of Directors, at that time. Notwithstanding, a takeover may
be beneficial to independent shareholders because, among other reasons, a potential suitor may offer Company shareholders
a premium for their shares of stock compared to the then-existing market price. The Company does not have any plans or Proposal
to adopt such provisions or enter into agreements that may have material anti-takeover consequences.
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Disadvantages
of this action include the following:
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The issuance of additional authorized but unissued shares of Common Stock could result in decreased net income per share which could result in dilution to existing shareholders.
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In the long run, the Company may be limiting the number of authorized but unissued shares it can issue in the future without a further amendment of its Articles of Incorporation. Notwithstanding, the Company believes that maintaining 741,380,000 authorized but unissued Common shares will cover all of its reasonably foreseeable requirements.
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VOTING
SECURITIES AND PRINCIPAL HOLDERS THEREOF
The
following table sets forth certain information with respect to the beneficial ownership of our voting securities by (i) any person
or group owning more than 5% of any class of voting securities, (ii) each director, (iii) our chief executive officer and president
and (iv) all executive officers and directors as a group as of May 31, 2018. Unless noted, the address for the following beneficial
owners and management is
506 Enterprise Ave,
Kitimat BC, Canada V8C 2E2.
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Title of Class
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Name and Address of Beneficial Owner
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Amount and Nature of Beneficial Owner (1)
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Percent of Class
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Common Stock
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Zilin Wang (2)
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8,618,000
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99.98
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%
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(1)
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In
determining beneficial ownership of our Common Stock, the number of shares shown includes shares which the beneficial owner
may acquire upon exercise of debentures, warrants and options which may be acquired within 60 days. In determining the percent
of Common Stock owned by a person or entity on September 10, 2018 (a) the numerator is the number of shares of the class beneficially
owned by such person or entity, including shares which the beneficial ownership may acquire within 60 days of exercise of
debentures, warrants and options; and (b) the denominator is the sum of (i) the total shares of that class outstanding on
September 10, 2018 (8,620,000 shares of Common Stock) and (ii) the total number of shares that the beneficial owner may acquire
upon exercise of the debentures, warrants and options. Unless otherwise stated, each beneficial owner has sole power to vote
and dispose of its shares.
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INTEREST
OF CERTAIN PERSONS IN OR IN OPPOSITION TO 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 proposal to amend the Articles of Incorporation and take all other
proposed actions which is not shared by all other holders of the Company’s Common Stock.
OTHER
MATTERS
The
Board knows of no other matters other than those described in this Information Statement which have been approved or considered
by the holders of a majority of the shares of the Company’s voting stock.
IF
YOU HAVE ANY QUESTIONS REGARDING THIS INFORMATION STATEMENT, PLEASE CONTACT
:
Robert
L. B. Diener
Law
Offices of Robert Diener
41
Ulua Place
Haiku,
HI 96708
Telephone:
(808) 573-6163
BY
ORDER OF THE BOARD OF DIRECTORS OF WEWIN GROUP CORP.
EXHIBIT
A
