THIS INFORMATION STATEMENT IS BEING PROVIDED TO
YOU BY THE BOARD OF DIRECTORS OF THE COMPANY
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
UONLIVE CORPORATION
1107, Lippo Centre Tower
1,
89 Queensway,
Admiralty, Hong Kong
+852 3703 6155
INFORMATION STATEMENT
(Preliminary)
April 7, 2021
GENERAL INFORMATION
This Information Statement has been filed with
the Securities and Exchange Commission and is being furnished, pursuant to Section 14C of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), to the holders (the “Stockholders”) of the common stock, par value $.001 per share (the
“Common Stock”), of Uonlive Corporation, a Nevada Corporation (the “Company”), to notify such Stockholders that
on or about April 7, 2021, the Company received written consents in lieu of a meeting of Stockholders from Raymond Fu, the Director and
beneficial owner of Uonlive (Hong Kong) Limited, the majority stockholder of 99%, when rounded, of the voting securities of the total
issued and outstanding shares of voting stock of the Company (the “Majority Stockholders”) to authorize the Company’s
Board of Directors to approve the following:
(1) to effectuate a 1:20 reverse stock split
of our issued and outstanding shares of Common Stock (the “Reverse Stock Split”); and
(2) to keep the authorized shares of Common
Stock at 1,000,000,000 (the “Authorized Shares”) ;
On April 7, 2021, the Board of Directors of the
Company approved the Reverse Stock Split and the Authorized Shares in a written consent in lieu of a meeting on April 7, 2021. Accordingly,
your consent is not required and is not being solicited in connection with the approval of the actions. The Reverse Stock Split will become
effective at such future date as determined by the Board, as evidenced by the filing of a Certificate of Amendment with the Secretary
of State of the State of Nevada, but in no event earlier than the 20th calendar day after this Information Statement is mailed or furnished
to the stockholders of record as of April 17, 2021.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND A PROXY.
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For the Board of Directors of
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Uonlive Corporation
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Date: April [x], 2021
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By:
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/s/ Raymond Fu
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Uonlive Corporation
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Chief Executive Officer and Director
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RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors of the Company (the “Board”) believes
that, the number of outstanding shares of our Common Stock, compared to the market price, have contributed to a lack of investor interest
in the Company and has made it difficult to attract new investors and potential business candidates. As a result, the Board has proposed
the Reverse Stock Split as one method to attract business opportunities in the Company.
ACTIONS TO BE TAKEN
This Information Statement contains a summary
of the material aspects of the actions approved by the Board and the holders of the majority of the outstanding voting capital stock of
the Company.
ACTION I REVERSE STOCK SPLIT
DECREASE THE NUMBER OF ISSUED AND OUTSTANDING
SHARES OF OUR
COMMON STOCK BY THE SPLIT DENOMINATOR
GENERAL
The Board approved a resolution to effectuate
a 1:20 reverse stock split. Under this reverse stock split each 20 shares of our Common Stock will be automatically converted into 1 share
of Common Stock. To avoid the issuance of fractional shares of Common Stock, the Company will issue an additional share to all holders
of fractional shares. The effective date of the reverse stock split will be approximately May 14, 2021. The Reverse Stock Split will become
effective at such future date as determined by the Board, as evidenced by the filing of a Certificate of Change with the Secretary of
State of the State of Nevada in the form attached as Exhibit A, but in no event earlier than the 20th calendar day after this
Information Statement is mailed or furnished to the stockholders of record as of April 17, 2021.
PLEASE NOTE THAT THE REVERSE STOCK SPLIT WILL
NOT CHANGE YOUR PROPORTIONATE EQUITY INTERESTS IN THE COMPANY, EXCEPT AS MAY RESULT FROM THE ISSUANCE OR CANCELLATION OF SHARES PURSUANT
TO THE FRACTIONAL SHARES.
PLEASE NOTE THAT THE REVERSE STOCK SPLIT WILL
HAVE THE EFFECT OF SUBSTANTIALLY INCREASING THE NUMBER OF SHARES THE COMPANY WILL BE ABLE TO ISSUE TO NEW OR EXISTING SHAREHOLDERS BECAUSE
THE NUMBER OF AUTHORIZED SHARES WILL REMAIN AT 1,000,000,000.
PURPOSE AND MATERIAL EFFECTS OF THE REVERSE STOCK SPLIT
The Board of Directors believe that, among other reasons, the number
of outstanding shares of our Common Stock, compared to the market price, have contributed to a lack of investor interest in the Company
and has made it difficult to attract new investors and potential business candidates. As a result, the Board of Directors has proposed
the Reverse Stock Split as one method to attract business opportunities in the Company.
When a company engages in a reverse stock split,
it substitutes one share of stock for a predetermined amount of shares of stock. It does not increase the market capitalization of the
company. An example of a reverse split is the following. A company has 10,000,000 shares of common stock outstanding. Assume the market
price is $.01 per share. Assume that the company declares a 1 for 5 reverse stock split. After the reverse split, that company will have
1/5 as many shares outstanding, or 2,000,000 shares outstanding. The stock will have a market price of $0.05. If an individual investor
owned 10,000 shares of that company before the split at $.01 per share, he will own 2,000 shares at $.05 after the split. In either case,
his stock will be worth $100. He or she is no better off before or after. Except that such company hopes that the higher stock price will
make that company look better and thus the company will be a more attractive merger target for potential business. There is no assurance
that that company’s stock will rise in price after a reverse split or that it would continue to meet the senior exchange's requirements.
We believe that the reverse stock split may improve
the price level of our Common Stock and that the higher share price could help generate interest in the Company among investors and other
business opportunities. However, the effect of the reverse split upon the market price for our Common Stock cannot be predicted, and the
history of similar stock split combinations for companies in like circumstances is varied. There can be no assurance that the market price
per share of our Common Stock after the reverse split will rise in proportion to the reduction in the number of shares of Common Stock
outstanding resulting from the reverse split. The market price of our Common Stock may also be based on our performance and other factors,
some of which may be unrelated to the number of shares outstanding.
The Reverse Stock Split will affect all of our
stockholders uniformly and will not affect any stockholder’s percentage ownership interests in the Company or proportionate voting
power, except to the extent that the reverse split results in any of our stockholders owning a fractional share. All stockholders holding
a fractional share shall be issued an additional share. The principal effect of the Reverse Stock Split will be that the number of shares
of Common Stock issued and outstanding will be reduced from approximately 652,096,355 shares of Common Stock as of April 7, 2021, to approximately
32,604,825 shares (depending on the ratio and the number of fractional shares that are issued or cancelled). The Reverse Stock Split will
affect the shares of common stock outstanding.
The Reverse Stock Split will not affect the par
value of our Common Stock. As a result, on the effective date of the Reverse Stock Split, the stated capital on our balance sheet attributable
to our Common Stock will be reduced to less than the present 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 be increased
because there will be fewer shares of our Common Stock outstanding.
The Reverse Stock Split will not affect the par
value of our Series A Preferred, nor change the voting rights. However, the number of shares of Common Stock into which the Series A Preferred
may convert shall be reduced proportionately by the Split Denominator. This will have the same effect to the Series A Preferred on the
balance sheet as the Reverse Stock Split will on the Common Stock.
The Reverse Stock Split will not change the proportionate
equity interests of our stockholders, nor will the respective voting rights and other rights of stockholders be altered. The Common Stock
issued pursuant to the Reverse Stock Split will remain fully paid and non-assessable. The Reverse Stock Split is not intended as, and
will not have the effect of, a “going private transaction” covered by Rule 13e-3 under the Securities Exchange Act of 1934.
We will continue to be subject to the periodic reporting requirements of the Securities Exchange Act of 1934.
Stockholders should recognize that they will own fewer numbers of shares
than they presently own (a number equal to the number of shares owned immediately prior to the filing of the certificate of amendment
divided by 20. While we expect that the Reverse Stock Split will result in an increase in the potential market price of our Common Stock,
there can be no assurance that the Reverse Stock Split will increase the potential market price of our Common Stock by a multiple equal
to the exchange number or result in the permanent increase in any potential market price (which is dependent upon many factors, including
our performance and prospects). Also, should the market price of our Common Stock decline, the percentage decline as an absolute number
and as a percentage of our overall market capitalization may be greater than would pertain in the absence of a reverse split. Furthermore,
the possibility exists that potential liquidity in the market price of our Common Stock could be adversely affected by the reduced number
of shares that would be outstanding after the reverse split. In addition, the reverse split will increase the number of stockholders of
the Company who own odd lots (less than 100 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. Consequently, there can be no assurance that
the reverse split will achieve the desired results that have been outlined above.
Anti-Takeover Effects of the Reverse Stock Split
THE OVERALL EFFECT OF THE REVERSE STOCK SPLIT
MAY BE TO RENDER MORE DIFFICULT THE ACCOMPLISHMENT OF MERGERS OR THE ASSUMPTION OF CONTROL BY A PRINCIPAL STOCKHOLDER, AND THUS MAKE DIFFICULT
THE REMOVAL OF MANAGEMENT.
The effective increase in our authorized shares
could potentially be used by management to thwart a take-over attempt. The over-all effects of this proposal might be to render it more
difficult or discourage a merger, tender offer or proxy contest, or the assumption of control by a holder of a large block of the Company’s
securities and the removal of incumbent management. The proposal could make the accomplishment of a merger or similar transaction more
difficult, even if, it is beneficial to shareholders. Management might use the additional shares to resist or frustrate a third-party
transaction, favored by a majority of the independent stockholders, that would provide an above market premium, by issuing additional
shares to frustrate the take-over effort.
This proposal is not the result of management’s
knowledge of an effort to accumulate the issuer’s securities or to obtain control of the issuer by means of a merger, tender offer,
solicitation or otherwise.
Neither the Company’s charter nor its by-laws
presently contain any provisions having anti-takeover effects and this proposal is not a plan by management to adopt a series of amendments
to the Company’s charter or by-laws to institute an anti-takeover provision. The Company does not have any plans or proposals to
adopt other provisions or enter into other arrangements that may have material anti-takeover consequences.
As discussed above, the Reverse Stock Split was
the subject of a unanimous vote by the Board of Directors approving the Reverse Stock Split. There are no rules or practices on any stock
exchange that permit such exchange to reserve the right to refuse to list or to de-list any stock which completes a reverse stock split.
PLANS, PROPOSALS OR ARRANGEMENTS TO ISSUE NEWLY
AVAILABLE SHARES OF COMMON STOCK
The main purpose of completing this Reverse Stock Split is to list
the Company’s Common Stock on a senior exchange.
FRACTIONAL SHARES
We will not issue fractional certificates for
post-reverse split shares in connection with the Reverse Stock Split. Instead, an additional share shall be issued to all holders of a
fractional share. To the extent any holders of pre-reverse split shares are entitled to fractional shares as a result of the Reverse Stock
Split, the Company will issue an additional share to all holders of fractional shares.
STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE
AND SHOULD NOT SUBMIT ANY CERTIFICATES WITHOUT THE LETTER OF TRANSMITTAL.
SUMMARY OF REVERSE STOCK SPLIT
Below is a summary of the reverse stock split:
The issued and outstanding Common Stock shall
be reduced on the basis of one post-split share of the Common Stock for every 20 pre-split shares of the Common Stock outstanding. The
consolidation shall not affect any rights, privileges, or obligations with respect to the shares of the Common Stock existing prior to
the consolidation.
Stockholders of record of the Common Stock as
of April 17, 2021 shall have their total shares reduced on the basis of one post-split share of Common Stock by the Split Denominator,
as to be determined by the Board prior to effectiveness from FINRA, pre-split shares outstanding.
As a result of the reduction of the Common Stock,
the pre-split total of issued and outstanding shares of Common Stock approximately 652,096,355 shares of Common Stock, as of April 7,
2021, to between approximately 32,604,825 shares (depending on the ratio and the number of fractional shares that are issued or cancelled).
The Company’s authorized number of Common
Stock shall remain at 1,000,000,000 shares of the Common Stock.
This action has been approved by the Board and
the written consents of the holders of the majority of the outstanding voting capital stock of the Company.
The entire cost of furnishing this Information
Statement will be borne by the Company. The Company will request brokerage houses, nominees, custodians, fiduciaries and other like parties
to forward this Information Statement to the beneficial owners of the Common Stock held of record by them and will reimburse such persons
for their reasonable charges and expenses in connection therewith. The Board of Directors has fixed the close of business on April 17,
2021, as the record date for the determination of Stockholders who are entitled to receive this Information Statement.
You are being provided with this Information Statement
pursuant to Section 14C of the Exchange Act and Regulation 14C and Schedule 14C thereunder, and, in accordance therewith, the Reverse
Stock Split will not be filed with the Secretary of State of the State of Nevada or become effective until at least 20 calendar days after
the mailing of this Information Statement.
ACTION II THE AUTHORIZED SHARES
GENERAL
The Board approved a resolution to keep the authorized
shares of Common Stock at 1,000,000,000.
PLEASE NOTE THAT THE AUTHORIZED SHARES AVAILABLE
WILL HAVE THE EFFECT OF INCREASING THE NUMBER OF SHARES THE COMPANY WILL BE ABLE TO ISSUE TO NEW OR EXISTING SHAREHOLDERS.
PURPOSE AND MATERIAL EFFECTS OF THE AUTHORIZED SHARES
The Board of Directors has taken this action to
increase shareholder value.
We believe that the Authorized Shares could help
generate interest in the Company among investors and other business opportunities. However, the effect of the Authorized Shares upon the
market price for our Common Stock cannot be predicted, and the history of similar actions for companies in like circumstances is varied.
There can be no assurance that the market price per share of our Common Stock after the Authorized Shares will rise or fall. The market
price of our Common Stock may also be based on our performance and other factors, some of which may be unrelated to the number of shares
authorized.
The Authorized Shares will not affect the par
value of our Common Stock. As a result, on the effective date of the Authorized Shares, the stated capital on our balance sheet attributable
to our Common Stock will remain the same. The per share net income or loss and net book value of our Common Stock will remain the same.
The Authorized Shares will not change the proportionate
equity interests of our stockholders, nor will the respective voting rights and other rights of stockholders be altered. We will continue
to be subject to the periodic reporting requirements of the Securities Exchange Act of 1934.
Anti-Takeover Effects of the Authorized Shares
THE OVERALL EFFECT OF THE AUTHORIZED SHARES MAY
BE TO RENDER MORE DIFFICULT THE ACCOMPLISHMENT OF MERGERS OR THE ASSUMPTION OF CONTROL BY A PRINCIPAL STOCKHOLDER.
The authorized but unissued Authorized Shares
could potentially be used by management to thwart a take-over attempt. The over-all effects of this proposal might be to render it more
difficult or discourage a merger, tender offer or proxy contest, or the assumption of control by a holder of a large block of the Company’s
securities and the removal of incumbent management. The proposal could make the accomplishment of a merger or similar transaction more
difficult, even if, it is beneficial to shareholders. Management might use the additional shares to resist or frustrate a third-party
transaction, favored by a majority of the independent stockholders that would provide an above market premium, by issuing additional shares
to frustrate the take-over effort.
This proposal is not the result of management’s
knowledge of an effort to accumulate the issuer’s securities or to obtain control of the issuer by means of a merger, tender offer,
solicitation or otherwise. It was done as a way to enhance shareholder value.
Neither the Company’s articles of incorporation,
as amended and currently constituted, nor its by-laws presently contain any provisions having anti-takeover effects and this proposal
is not a plan by management to adopt a series of amendments to the Company’s charter or by-laws to institute an anti-takeover provision.
The Company does not have any plans or proposals to adopt other provisions or enter into other arrangements that may have material anti-takeover
consequences.
As discussed above, the Authorized Shares was
the subject of a unanimous vote by the Board of Directors approving the Authorized Shares. There are no rules or practices on any stock
exchange that permit such exchange to reserve the right to refuse to list or to de-list any stock which completes an Authorized Shares.
PLANS, PROPOSALS OR ARRANGEMENTS TO ISSUE NEWLY
AVAILABLE SHARES OF COMMON STOCK
The main purpose of completing this Authorized
Shares is to enhance shareholder value.
SUMMARY OF AUTHORIZED SHARES
Below is a brief summary of the Authorized Shares:
The authorized shares of Common Stock shall remain at 1,000,000,000.
This action has been approved by the Board and the written consent
of the holders of the majority of the outstanding voting power of the Company.
The entire cost of furnishing this Information
Statement will be borne by the Company. The Company will request brokerage houses, nominees, custodians, fiduciaries and other like parties
to forward this Information Statement to the beneficial owners of the Common Stock held of record by them and will reimburse such persons
for their reasonable charges and expenses in connection therewith.
You are being provided with this Information Statement
pursuant to Section 14C of the Exchange Act and Regulation 14C and Schedule 14C thereunder, and, in accordance therewith, the Amendments
will not be filed with the Secretary of State of the State of Nevada or become effective until at least 20 calendar days after the mailing
of this Information Statement.
This Information Statement is being mailed on
or about April 17, 2021 to all Stockholders of record as of April 17, 2021.
ADDITIONAL INFORMATION
The Company is subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance therewith files reports, proxy
statements and other information including annual and quarterly reports on Form 10-K and 10-Q (the “1934 Act Filings”) with
the Securities and Exchange Commission (the “Commission”). Reports and other information filed by the Company can be inspected
and copied at the public reference facilities maintained at the Commission at Room 1580, 100 F Street, N.W., Washington, DC 20549. Copies
of such material can be obtained upon written request addressed to the Commission, Public Reference Section, 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates. The Commission maintains a web site on the Internet (http://www.sec.gov) that contains reports, proxy
and information statements and other information regarding issuers that file electronically with the Commission through the Electronic
Data Gathering, Analysis and Retrieval System (“EDGAR”).
The following documents as filed with the Commission
by the Company are incorporated herein by reference:
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Audited Annual Reports on Form 10 for the years ended December 31, 2019 and December 31, 2020
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OUTSTANDING VOTING SECURITIES
Our authorized capital stock consists of (i) 1,000,000,000
shares of Common Stock, par value $0.001 per share, of which 652,096,355 are outstanding as of 7 April 2021, and (ii) 10,000,000 Convertible
Preferred stock, par value $0.001 per share, of which 1,520,000 Series A shares and 150,000 Series B shares are outstanding as of April
7, 2021.