UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14C
Information
Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934
Check
the appropriate box:
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☒
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Preliminary
Information Statement
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☐
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Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
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☐
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Definitive
Information Statement
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Yangtze
River Development Limited
(Name
of Registrant as Specified in Its Charter)
Payment
of Filing Fee (Check the appropriate box):
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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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Fee
paid previously with preliminary materials.
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☐
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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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YANGTZE
RIVER DEVELOPMENT LIMITED
41 John Street, Suite 2A
New York, NY 10038
INFORMATION
STATEMENT
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
Dear
Stockholder:
This
Notice and the accompanying information statement are being distributed to the stockholders of Yangtze River Development Limited
(the “
Company
”) to advise them of the receipt by the Company of a written consent in lieu of a
meeting of stockholders of the Company (the “
Written Consent
”), dated December 27, 2017, from holders
of approximately
81.86
%
of the voting power of the shares of common stock of the Company (the “
Majority Stockholders
”) outstanding
and entitled to vote as of such date approving the acquisition of 100% equity interest of
Wuhan Economic Development Port
Limited (the “
Acquiree
”) and the sale of 100% equity interest in its BVI subsidiary Energetic Mind Limited
to the shareholders of the Acquiree (the “
Acquiree Shareholders
”)
through
an agreement (the “
Purchase Agreement
”) with the Acquiree Shareholders (the “
Acquisition Transaction
”).
The
Board of Directors of the Company also approved the Acquisition Transaction acting by written consent in lieu of a meeting on
December 27, 2017.
The
accompanying Information Statement is being provided to you for your information to comply with the requirements of Regulation 14C
of the Securities Exchange Act of 1934, as amended (“
Exchange Act
”). This Information Statement constitutes
notice of corporate action without a meeting by less than unanimous consent of the Company’s stockholders pursuant to Section 78.320
of the Nevada Revised Statutes (the “
NRS
”) covering the consummation of the Acquisition Transaction to which
our Majority Stockholders consented on December 27, 2017. You are urged to read the Information Statement carefully in its entirety.
However, no action is required on your part in connection with this document, including with respect to the approval of the Purchase
Agreement. No meeting of our stockholders will be held or proxies requested for these matters since they have already been consented
to by the Majority Stockholders, acting by written consent in lieu of a meeting, in their capacity as the holders of a majority
of the issued and outstanding shares of the Company’s common stock.
The
Acquisition Transaction described in the Information Statement and the action taken by the Majority Shareholders may be ratified
no earlier than 20 calendar days after we have mailed the Information Statement to our stockholders. The record date established
by the Company for purposes of determining the number of issued and outstanding shares of Common Stock, and thus voting power,
was December 27, 2017.
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Sincerely,
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/s/
Xiangyao Liu
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Xiangyao
Liu
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Chief
Executive Officer and
Chairman of the Board of Directors
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YANGTZE
RIVER DEVELOPMENT LIMITED
41 John Street, Suite 2A
New York, NY 10038
INFORMATION
STATEMENT PURSUANT TO SECTION 14C
OF
THE EXCHANGE ACT
THIS
IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED
HEREIN. THE ACTIONS DESCRIBED IN THIS INFORMATION STATEMENT HAVE BEEN CONSENTED TO BY THE HOLDERS OF A MAJORITY OF THE SHARES
OF THE COMPANY’S VOTING STOCK.
THE
COMPANY IS NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND THE COMPANY A PROXY.
GENERAL
This
Information Statement and Notice of Action Taken Without a Meeting of Stockholders is being furnished by us to our stockholders
of record as of December 27, 2017 (the “
Record Date
”), to inform the stockholders of the Record Date approval
by the stockholders holding a majority of the votes (“
Majority Stockholders
”) of approval of the acquisition
of 100% equity interest of Wuhan Economic Development Port Limited (the “
Acquiree
”) and the sale of 100% equity
interest in its BVI subsidiary Energetic Mind Limited to the shareholders of the Acquiree (the “
Acquiree Shareholders
”)
through an agreement (the “
Purchase Agreement
”) with the Acquiree Shareholders (the “
Acquisition
Transaction
”), that is described in more detail in this Information Statement.
This
Information Statement is being sent in lieu of a special meeting of the stockholders of the Company. Pursuant to unanimous written
consent in lieu of a meeting, the Board of Directors of the Company (the “
Board
”) approved the entering into
and consummation of the Acquisition Transaction. The Majority Stockholders of the Company who beneficially own, in the aggregate,
shares of common stock of the Company, representing approximately 81.86% of the voting power of the Company as of the date of
this Information Statement, gave their written consent to the Acquisition Transaction described in this Information Statement
on the Record Date.
The
elimination of the need for a special or annual meeting of the stockholders to ratify or approve the transaction is authorized
by Sections 78.320 and 78.565 of the NRS and the Company's Articles of Incorporation and Bylaws which provide that any action
required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if a written consent (or counterparts
thereof) that sets forth the action so taken is signed by stockholders holding at least a majority of the voting power. Such consent
shall have the same force and effect as a majority vote of the stockholders and may be stated as such in any document. To eliminate
the costs and management time involved in holding a special meeting and in order to effect the Acquisition Transaction as early
as possible in order to accomplish the purposes of the Company as hereafter described, the Board of Directors and the Majority
Shareholders approved the Acquisition Transaction pursuant to written consents.
The
Company is distributing this Information Statement to its stockholders to satisfy any notice requirements it may have under the
NRS. No additional action will be undertaken by the Company with respect to the receipt of the written consents. No dissenters’
rights of appraisal under the NRS are afforded to the Company's stockholders as a result of the approval of the Acquisition Transaction.
This
Information Statement is dated as of and is first being sent to our stockholders of record on or about ________, 2018.
DESCRIPTION
OF THE ACQUISITION TRANSACTION
On
December 26, 2017, the Company entered into an agreement (the “Purchase Agreement”) with the Acquiree Shareholders
to acquire all the interests of Acquiree; and the Acquiree Shareholders will acquire all the equity interest held by the Company
in Energetic Mind Limited, a BVI company and a wholly-owned subsidiary of the Company. Energetic Mind Limited holds 100% interest
in Ricofeliz Capital (HK) Ltd., a Hong Kong company that holds 100% capital stock of Wuhan Yangtze River Newport Logistics Co.,
Ltd., a wholly foreign-owned enterprise formed under the laws of the People’s Republic of China that primarily engages in
the business of real estate and infrastructural development with a port logistics center located in Wuhan, Hubei Province of China.
Upon
execution of the Purchase Agreement, the Acquiree will undergo reorganization. As a result of the reorganization, the Acquiree
has become a limited liability company. It will be held by a Hong Kong company, which will be 100% owned by a BVI entity.
The
closing of the transaction, which shall be no later than March 31, 2018, is conditioned upon satisfaction of due diligence by
both parties, the completion of auditing of the financial statements of the Acquiree, and the approval of relevant regulatory
agencies.
The
consideration of the acquisition transaction will be first offset against both parties of the target companies leaving the balance
of RMB 600 million (or approximately USD $91 million) to be paid by the Company to the Acquiree Shareholders. Refundable deposit
of RMB 30 million shall be paid to the Acquiree Shareholders upon initial due diligence and auditing. The remaining RMB 570 million
shall be paid at closing in cash or in the form of a 7% convertible note.
Wuhan
Economic Development Port Limited, the Acquiree, is incorporated on May 24, 2010. It owns 100% interest in Hubei Taiding Container
Port Limited and Wuhan Economic Development Port Logistics Limited. It has the following major operations: (i) owns 7,060 meters
of the Yangtze River shoreline located in the Hannan District Port, Wuhan City. Currently three berths along the 330 meters of
the coastline has been completed and in operation. Additional six berths have been approved by the local government and waiting
to be built. Also, more than ten berths are pending approval by the local government; (ii) owns a total of 1,371,960 square meters
of industrial land near the Hannan District Port for the construction of logistics warehouses and supporting office buildings.
A warehouse in the total 11,340 square meters has been built and is in operation; (iii) owns office building in a total of 4,575.7
square meters which is in operation; and (iv) has received registration certificate issued by China Wuhan Customs. The total value
of fixed assets plus intangible assets of the Acquiree as of October 31, 2017 was RMB 3 billion, or approximately USD$454M, based
on an assessment report issued by a local appraisal company.
A
copy of the Purchase Agreement has been filed as Exhibit 10.1 to the Current Report on Form 8-K dated December 27, 2017, which
is incorporated by reference herein.
FORWARD-LOOKING
STATEMENTS
This
information statement may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Exchange Act, that reflect our current views with respect to, among other things, future events
and financial performance. Words such as “outlook,” “believes,” “expects,” “potential,”
“continues,” “may,” “will,” “should,” “seeks,” “approximately,”
“predicts,” “intends,” “plans,” “estimates,” “anticipates” or the
negative version of those words or other comparable words indicate forward-looking statements, although not all forward-looking
statements include these words. The forward-looking statements in this information statement are subject to various risks and
uncertainties and assumptions relating to our operations, financial results, financial condition, business prospects, growth strategy
and liquidity. Our actual results may vary materially from those indicated in these forward-looking statements, including as a
result of the factors described under “Risk Factors” in our quarterly and annual reports filed with the Securities
and Exchange Commission (“
SEC
”), as such factors may be updated from time to time in our periodic filings with
the SEC, which are accessible on the SEC's website at
www.sec.gov
. Other factors that could cause actual results to
differ materially include: changes in the economy, financial markets and political environment; risks associated with possible
disruption in the economy generally due to terrorism or natural disasters; future changes in laws or regulations (including the
interpretation of these laws and regulations by regulatory authorities); our ability to satisfy our debt obligations; potential
wind-down or dispositions of our business; and other considerations that may be disclosed from time to time in our publicly disseminated
documents and filings. New risks and uncertainties arise over time, and it is not possible for us to predict those events or how
they may affect us. Therefore, you should not place undue reliance on these forward-looking statements. Any forward-looking statement
speaks only as of the date on which it is made. Although we do not undertake any obligation to publicly update or review any forward-looking
statement, whether as a result of new information, future developments or otherwise, except as required by law you are advised
to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with
the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, or otherwise make
available to investors.
VOTING
SECURITIES AND PRINCIPAL HOLDERS THEREOF
As
of the Record Date, there were 172,344,446 shares of Common Stock outstanding. Each share of Common Stock entitles the holder
thereof to one vote on all matters submitted to stockholders.
The Majority Stockholders voted an aggregate of 141,089,725
shares of common stock, which represents approximately 81.86% of the voting power of the Company’s voting stock.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth, as of the Record Date, information regarding beneficial ownership of our capital stock by:
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Each
person, or group of affiliated persons, known by us to beneficially own more than 5%
of our common stock;
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Each
of our named executive officers;
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Each
of our directors; and
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All
of our current executive officers and directors as a group.
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Beneficial
ownership is determined according to the rules of the SEC and generally means that a person has beneficial ownership of a security
if he, she or it possesses sole or shared voting or investment power of that security, including options that are currently exercisable
or exercisable within sixty (60) days of the Record Date. Except as indicated by the footnotes below, we believe, based on the
information furnished to us, that the persons named in the table below have sole voting and investment power with respect to all
shares of common stock shown that they beneficially own, subject to community property laws where applicable.
Common
stock subject to stock options currently exercisable or exercisable within sixty (60) days of the Record Date, are deemed to be
outstanding for computing the percentage ownership of the person holding these options and the percentage ownership of any group
of which the holder is a member but are not deemed outstanding for computing the percentage of any other person.
Unless
otherwise indicated, the address of each beneficial owner listed in the table below is c/o Yangtze River Development Limited,
41 John St., Suite 2A, New York, NY 10038.
Name of Beneficial Owner
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Amount and Nature of
Beneficial Ownership
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Percent
of Common Stock
(1)
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Xiangyao Liu, CEO,
President, Chief Executive Officer, and Chairman of the Board
(2)
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91,240,000
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52.94
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%
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James Stuart Coleman,
Executive Director
(3)
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4,060,000
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2.36
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%
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Xin Zheng
, Chief Financial Officer
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0
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0
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%
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Yanliang Wu,
Executive Director
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0
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0
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%
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Yu Zong,
Executive Director
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0
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0
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%
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Harvey Leibowitz,
Independent Director
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0
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0
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%
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Zhixue Liu,
Independent Director
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0
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0
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%
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Tongmin Wang,
Independent Director
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0
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0
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%
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Daniel W. Heffernan,
Independent Director
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0
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0
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%
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Adam S. Goldberg,
Independent Director
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0
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0
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%
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Zhihong Su,
Independent Director
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0
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0
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%
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Zhanhuai Cheng,
Executive Director
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0
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0
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%
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All directors and executive officers as a group (12 person)
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95,370,000
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55.64
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%
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5% Shareholders:
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Jasper Lake Holdings Limited
(2)
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91,240,000
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52.94
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%
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Crestlake Holdings Limited
(4)
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16,600,000
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9.63
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%
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Fortunate Drift Limited
(5)
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16,757,683
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9.72
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%
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Majestic Symbol Limited
(6)
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16,890,845
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9.80
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%
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Zhimin Chen
(7)
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16,201,197
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9.40
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%
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(1)
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Based
on 172,344,446 shares of Common Stock outstanding as of the Record Date.
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(2)
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Mr.
Liu has investing and dispositive power of shares beneficially owned by Jasper Lake Holdings
Limited.
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(3)
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Mr.
Coleman owns all of the membership interest of Best Future Investment LLC., which owns
4,060,000 shares of the Company’s common stock. Mr. Coleman may be deemed to be
the beneficial owner of the shares of our common stock held by Best Future Investment
LLC.
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(4)
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Yanliang
Hu has investing and dispositive power of shares beneficially owned by Crestlake Holdings
Limited.
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(5)
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Linyu
Chen has investing and dispositive power of shares beneficially owned by Fortunate Drift
Limited.
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(6)
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Long
Zhao has investing and dispositive power of shares beneficially owned by Majestic Symbol
Limited.
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(7)
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Including
14,455,247 shares through Prolific Lion Limited and 1,745,950 shares through Valiant
Power Limited where Mr. Chen has investing and dispositive power.
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DISSENTERS’
RIGHT OF APPRAISAL
Under
the NRS, the Company’s stockholders are not entitled to dissenters’ rights with respect to the proposed Acquisition
Transaction, and the Company will not independently provide the Company’s stockholders with dissenters’ rights.
OUR
BOARD OF DIRECTORS AND THE STOCKHOLDERS HOLDING A MAJORITY OF THE ISSUED AND OUTSTANDING SHARES OF THE VOTING STOCK OF THE COMPANY
HAVE APPROVED THE ACQUISITION TRANSACTION AND PURCHASE AGREEMENT.
WHERE
YOU CAN FIND MORE INFORMATION
We
file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports,
statements or other information we file at the SEC’s public reference room in Washington, D.C. Please call the SEC at 1-800-SEC-0330
for further information on the public reference rooms. Our filings with the SEC are also available to the public from commercial
document retrieval services and at the website maintained by the SEC at “http://www.sec.gov.”
You
should rely only on the information contained or incorporated by reference in this Information Statement. We have not authorized
anyone to provide you with information that is different from what is contained in this Information Statement. You should not
assume that the information contained in this Information Statement is accurate as of any date other than that date, and the mailing
of this Information Statement to stockholders shall not create any implication to the contrary.
December
28, 2017
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By
Order of the Board of Directors,
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/s/
Xiangyao Liu
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Xiangyao
Liu,
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Chairman
of the Board of Directors
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