THIS IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS, AND NO STOCKHOLDER
MEETING WILL BE HELD TO CONSIDER THE REVERSE SPLIT. WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
THE ACCOMPANYING MATERIAL IS BEING SENT TO YOU FOR INFORMATIONAL PURPOSES ONLY.
No action is required by you. The accompanying Information Statement
is furnished only to inform our stockholders of the Reverse Split before it occurs, in accordance with the requirements of United States
Federal Securities Laws. This Information Statement is being mailed on or about May __, 2022 to all of the Company’s
stockholders of record as of the close of business on April 22, 2022.
By Order of the Board of Directors.
/s/ Chiyuan Deng |
|
Name: |
Chiyuan Deng |
|
Title: |
Chief Executive Officer |
|
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE
SECURITIES EXCHANGE ACT OF 1934 AND REGULATION 14C
PURSUANT THERETO
May __, 2022
AB International Group Corp.
48 Wall Street, Suite 1009,
New York, NY 10005
Telephone: (212) 918-4519
This Information Statement is distributed to inform our stockholders of
action taken without a meeting by the written consent of the holders of a majority of the outstanding voting power of the Company.
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO
SEND US A PROXY.
This Information Statement has been filed with the Securities and Exchange
Commission (the “Commission”) and is being furnished by the Board of Directors of AB International Group Corp., a Nevada corporation
(the “Company”) (the “Board”), to the holders of record at the close of business on April 22, 2022 of the Company’s
outstanding capital shares, par value $0.001, pursuant to Rule 14c-2 promulgated pursuant to the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and the Nevada Revised Statutes.
The cost of preparing and furnishing this Information Statement will be
paid by the Company. We will mail this Information Statement to our registered stockholders and certain beneficial stockholders,
when requested by brokerage houses, nominees, custodians, fiduciaries and other similar parties.
This Information Statement informs stockholders of the Reverse Split approved
by written consent by the Board and the Stockholder holding 100,000 shares of issued and outstanding Series A Preferred Stock, which has
51% of the voting power of the Company’s outstanding capital stock, as of April 22, 2022 (the “Majority Stockholder”),
to effect the Reverse Split,
Accordingly, all necessary corporate approvals to effectuate the Reverse
Split have been obtained. The Company is not seeking approval from its remaining stockholders. This Information Statement
is furnished solely for the purpose of informing our stockholders, in the manner required pursuant to the Exchange Act and the Nevada
Revised Statutes of the Reverse Split. Pursuant to Section 14(c) of the Exchange Act and Rule 14c-2 promulgated pursuant thereto,
the Reverse Split will not be effective until twenty (20) days after the date a Definitive Information Statement is filed with the Commission
and a copy thereof is mailed to each of our stockholders. The Reverse Split is expected to become effective on or after May __,
2022, or such later date as all conditions and requirements to effectuate the Reverse Split are satisfied. Therefore, this Information
Statement is being sent to you for informational purposes only. Notwithstanding the foregoing, we must notify the Financial Industry Regulatory
Authority of the Reverse Split by filing the Issuer Company Related Action Notification Form no later than ten (10) days prior to the
anticipated effective date of the Reverse Split.
THIS IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS, AND NO STOCKHOLDER
MEETING WILL BE HELD TO CONSIDER THE REVERSE SPLIT. WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
The Company’s stockholders as of the record date are being furnished
copies of this Information Statement. This Information Statement is first being mailed or furnished to our stockholders on or about
May __, 2022.
Pursuant to Rule 14c-2 promulgated pursuant to the Exchange Act, the Reverse
Split may not be effected until at least twenty (20) calendar days after the mailing of the Definitive Information Statement to the Company’s
shareholders. Notwithstanding the foregoing, we must notify the Financial Industry Regulatory Authority of the Reverse Split by
filing the Issuer Company Related Action Notification Form no later than ten (10) days prior to the anticipated effective date of the
Reverse Split.
NOTICE OF ACTION TAKEN PURSUANT TO THE WRITTEN CONSENT OF STOCKHOLDERS
HOLDING A MAJORITY OF THE VOTING POWER OF THE OUTSTANDING CAPITAL STOCK OF AB INTERNATIONAL GROUP CORP., DATED APRIL 22, 2022, IN LIEU
OF A SPECIAL MEETING OF THE STOCKHOLDERS.
TO OUR STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that, on April 22, 2022, the Company obtained the
written consent of its Board of Directors (the “Board”) and the written consent of the Majority Stockholder, to effectuate
the Reverse Split.
FORWARD-LOOKING STATEMENTS
This Information Statement and the documents to which we refer you in this
Information Statement may contain forward-looking statements that involve numerous risks and uncertainties which may be difficult to predict.
The statements contained in this Information Statement that are not purely historical are forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act, including,
without limitation, the management of the Company and the Company’s expectations, beliefs, strategies, objectives, plans, intentions
and similar matters. All forward-looking statements included in this Information Statement are based on information available to the Company
on the date hereof. In some cases, you can identify forward-looking statements by terminology such as “may,” “can,”
“will,” “should,” “could,” “expects,” “plans,” “anticipates,”
“intends,” “believes,” “estimates,” “predicts,” “potential,” “targets,”
“goals,” “projects,” “outlook,” “continue,” “preliminary,” “guidance,”
or variations of such words, similar expressions, or the negative of these terms or other comparable terminology.
Forward-looking statements involve a number of risks and uncertainties,
and actual results or events may differ materially from those projected or implied in those statements.
We caution against placing undue reliance on forward-looking statements,
which contemplate our current beliefs and are based on information currently available to us as of the date a particular forward-looking
statement is made. Any and all such forward-looking statements are as of the date of this Information Statement. We undertake no obligation
to revise such forward-looking statements to accommodate future events, changes in circumstances, or changes in beliefs, except as required
by law. In the event that we do update any forward-looking statements, no inference should be made that we will make additional updates
with respect to that particular forward-looking statement, related matters, or any other forward-looking statements. Any corrections or
revisions and other important assumptions and factors that could cause actual results to differ materially from forward-looking statements
may appear in the Company’s public filings with the SEC, which are available to the public at the SEC’s website at www.sec.gov.
For additional information, please see the section titled “Where You Can Obtain Additional Information” below.
ACTION BY BOARD OF DIRECTORS AND CONSENTING STOCKHOLDER
In accordance with the Nevada Revised Statutes, as amended, on April 22,
2022, by written consent, the Board adopted resolutions approving an amendment to our Articles of Incorporation, as amended to date (the
“Articles of Incorporation”) to effect the Reverse Split.
To obtain the approval of our stockholders for the Reverse Split, we could
have convened a special meeting of our stockholders for the specific purpose of voting on the Reverse Split. However, the Nevada Revised
Statutes provide that any action that may be taken at any annual or special meeting of our stockholders may be taken without a meeting
and without prior notice if a consent in writing setting forth the action taken is signed by the holders of outstanding shares of voting
capital stock having not less than the minimum number of votes that would be necessary to take such action. To eliminate the costs
and management time involved in holding a meeting and obtaining proxies and effect the Reverse Split as early as possible in order to
accomplish the purposes hereafter described, we elected to utilize the written consent of the Majority Stockholders.
INTRODUCTION
AB International Group Corp., a Nevada corporation with principal executive
offices located at 48 Wall Street, Suite 1009, New York, NY 10005 Telephone: (212) 918-4519 (the “Company”), is providing
this Information Statement to you. We encourage you to read this entire Information Statement carefully, any exhibits attached hereto
and the documents referred to in this Information Statement. You may obtain additional information about the Company by following the
instructions in “Where You Can Obtain Additional Information” below.
The Board and Majority Stockholder have authorized the Reverse Split. Any
fractional shares will be rounded up to the next whole number. Stockholders have no rights pursuant to the Nevada Revised Statutes,
the Company’s Articles of Incorporation, or the Company’s Bylaws, to exercise dissenters’ rights of appraisal with respect
to the Reverse Split.
The Board believes the Reverse Split is necessary and advisable in order
to maintain our eligibility to remain quoted on the OTCQB. Accordingly, it is the Board’s opinion that the Reverse Split would assist
use remain quoted on the OTCQB to better facilitate our ability to attract investment and business opportunities.
The Nevada Revised Statutes provide 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 such 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 such action. The Nevada Revised Statutes, however, require
that in the event an action is approved by written consent, a company must provide prompt notice of the taking of any corporate action
without a meeting to the stockholders of record who have not consented in writing to such action and who, if the action had been taken
at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents
signed by a sufficient number of holders to take the action were delivered to the company. Accordingly, this Information Statement
is to provide that notice.
This Information Statement contains a brief summary of the material aspects
of the Reverse Split, approved by the Board and the Majority Stockholder.
Voting on
the Reverse Split
As of April 22, 2022, there were 328,103,030 shares of our common stock
outstanding and 100,000 shares of our Series A preferred stock outstanding. Holders of our common stock are entitled to one vote per share.
Holders of our Series A preferred stock have voting power equal to 51% over the overall vote of our capital stock.
Chiyuan Deng, our Chief Executive Officer and Director, holds all of our
outstanding 100,000 shares of Series A Preferred Stock. For the actions described herein, he voted together with the holders of common
stock as a single class. Accordingly, there were 669,103,030 votes outstanding voting together as a single class with the Series A Preferred
Stock having 51% of that number, or roughly 341,000,000 votes, as of April 22, 2022. Mr. Deng executed a written consent over his 100,000
shares of Series A Preferred Stock in favor of the Reverse Split.
REASON FOR REVERSE SPLIT
Our Majority Stockholder and our Board of Directors believe that the Reverse
Split is in our best interests, principally because it may increase the bid price of our Common Stock and facilitate our ability to attract
investment. Our common stock is currently quoted on the OTCQB tier of the marketplace maintained by OTC Markets Group, Inc. under the
symbol “ABQQ.” The closing bid price of our Common Stock on the OTCQB was below $0.01 on April 22, 2022. The OTCQB requires
that companies maintain a stock price of at least $0.01 to remain eligible for quotation on the OTCQB. We are currently under this threshold.
The Reverse Split will help us to maintain a bid price above $0.01 per share to remain on the OTCQB and to better facilitate our ability
to attract investment and business opportunities.
The Reverse Split will have the effect of creating newly authorized shares
of our common stock. Any issuance of additional shares of our common stock would probably have the effect of diluting the earnings
per share and book value per share of outstanding shares of common stock. Any additional shares of our common stock, when issued,
would have the same rights and preferences as the shares of common stock presently outstanding. Additional shares of our common
stock will be available for issuance by the Board for stock splits or stock dividends, acquisitions, raising additional capital, conversion
of debt to equity, stock options, or other corporate purposes. The Company does not anticipate that it would seek authorization from its
stockholders for issuance of such shares, unless required by applicable law.
There is no assurance that any effect on the price of the Company's common
stock will result, or that the market price for the Company’s common stock, immediately or shortly after the Reverse Split becomes
effective, will increase, or that any increase which may occur will be sustained. The Company cannot control the market’s reaction.
Further, there can be no assurance that an increased market price, if it occurs as a result of the Reverse Split, will encourage more
broker-dealers or investors to become involved in the Company’s common stock.
The Board believes that the Reverse Split and any resulting increase per
share price of our common stock could also enhance the acceptability and marketability of our common stock to the financial community
and investing public. Many institutional investors have policies prohibiting them from holding lower-priced stocks in their portfolios,
which reduces the number of potential buyers of our common stock. Additionally, analysts at many brokerage firms are reluctant to
recommend lower-priced stocks to their clients or monitor the activity of lower-priced stocks. Brokerage houses also frequently
have internal practices and policies that discourage individual brokers from dealing in lower-priced stocks due to, among other reasons,
the trading volatility often associated with lower-priced stocks. Some of those policies and practices may function to make the
processing of trades in low-priced stocks economically unattractive to brokers. Further, because brokers’ commissions on lower-priced
stock generally represent a higher percentage of the stock price than commissions on higher priced stock, investors in lower-priced stocks
pay transaction costs which are a higher percentage of their total share value, which may limit the willingness of individual investors
and institutions to purchase our common stock.
Potential investors who might consider making investments in the Company
may be unwilling to do so when the Company has a large number of shares issued and outstanding with little or no stockholders’ equity.
In other words, the “dilution” which new investors could experience could discourage them from investing. A reduction in the
total outstanding shares of our common stock may, without any assurance, make the Company’s capitalization structure more attractive.
For these reasons, the Board and Majority Stockholder have chosen to adopt
and recommend the Reverse Split.
EFFECT OF THE REVERSE SPLIT
The principal effect of the Reverse Split will be the reduction in the
number of shares of our common stock issued and outstanding on the effective date of the Reverse Split, from 328,103,030 shares, as of
the effective date, to a number of shares within the range of 6,562,061 shares (if the minimum ratio of 1 for 50 is used) and 1,640,516
shares (if the minimum 1 for 200 ratio is used), depending on what the Board of Directors decides and further on the number of whole shares
issuable for fractional shares resulting from the Reverse Split.
Our Board of Directors will have full discretion and authority to determine
the ratio for the Reverse Split, within the range of 1 for 50 and 1 for 200, which we will announce upon receiving a market effective
date from FINRA.
The Reverse Split will affect all of our common stockholders uniformly.
Accordingly, the Reverse Split will dilute the equity interests and earnings per share of the existing holders of our common stock. The
shares of our common stock issued pursuant to the Reverse Split will remain fully paid and non-assessable. The Reverse Split will not
increase or decrease the market capitalization of the Company. The Reverse Split is not intended as, and will not have the effect of,
a “going private transaction” under Rule 13e-3 of the Exchange Act.
The other primary effect of the Reverse Split will be to provide us with
additional shares of common stock that will be available for various corporate purposes. We may use the shares of our common stock for,
among other things:
| § | Raising working capital through equity issuances; |
| § | Providing equity incentives to employees, officers or directors; |
| § | Establishing strategic relationships with other companies; |
| § | Expanding our business through acquisitions and other investment
opportunities; |
| § | Paying existing and future obligations and commitments;
and, |
| § | For general corporate purposes. |
We have no definitive plans to issue any such shares, although we evaluate,
from time to time, potential transactions that may result in the issuance of such shares. The Board believes that it is advisable and
in our best interests to have available additional authorized but unissued shares of common stock adequate to provide for our future needs.
The unissued shares of our common stock will be available for issuance from time to time as may be deemed advisable or required for various
purposes, including the issuance of shares in connection with financing or acquisition transactions.
The history of similar reverse stock splits for companies in similar circumstances
is varied. If the Reverse Split is effected and the market price of our common stock declines, the percentage decline as an absolute
number and as a percentage of the Company’s overall market capitalization may be greater than would occur in the absence of the
Reverse Split.
The liquidity of our common stock could be affected adversely by the decreased
number of shares of our common stock outstanding after the Reverse Split. Although the Board believes that a higher stock price could
help generate investor interest and increased volume in trading of our common stock, there can be no assurance that the Reverse Split
will result in a per share price that will attract institutional investors or investment funds, or that such share price will satisfy
the investing guidelines of institutional investors or investment funds. As a result, the decreased liquidity that may result from having
fewer shares issued and outstanding may not be offset by increased investor interest in our common stock.
The Reverse Split will increase the number of shareholders who own odd-lots.
An odd-lot is fewer than 4 shares. Such shareholders may experience an increase in the cost of selling their shares and may have greater
difficulty in making sales.
CUSIP Number
When the Reverse Split is effectuated, the Company’s common stock
will receive a new CUSIP number, which is the number used to identify the Company’s equity securities, and stock certificates with
the older CUSIP number will need to be exchanged for stock certificates with the new CUSIP number. Our common stock will continue
to be quoted on the OTC Markets.
Anti-Takeover Effects of the Reverse Split
A possible effect of the Reverse Split may be to discourage a merger, tender
offer or proxy contest, or the assumption of control by a holder of a large block of the Company’s voting securities and the removal
of incumbent management. The Board could use the additional shares of our common stock available for issuance to resist or frustrate a
third-party take-over effort favored by a majority of the independent stockholders that would provide an above market premium by issuing
additional shares of our common stock.
The Reverse Split is not the result of the Board’s knowledge of an
effort to accumulate any of the Company’s securities or to obtain control of the Company by means of a merger, tender offer, solicitation
or otherwise. Nor is the Reverse Split a plan by the Board to adopt a series of amendments to the Articles of Incorporation or our Bylaws
to institute an anti-takeover provision. We do not have any plans or proposals to adopt other provisions or enter into other arrangements
that may have material anti-takeover consequences. As specified above, the reason for the Reverse Split is to increase the amount
of shares of common stock that we are able to issue in order to attract potential investors and conduct equity financings.
Although the Reverse Split is not being undertaken by the Board to institute
an anti-takeover provision, in the future the Board could, subject to its fiduciary duties and applicable law, use the unissued shares
of our common stock to frustrate persons seeking to take over or otherwise gain control of the Company by, for example, privately placing
shares with purchasers who might side with the Board in opposing a hostile takeover bid. Shares of our common stock could also be issued
to a holder that would thereafter have sufficient voting power to assure that any proposal to amend or repeal the Company’s Bylaws
or certain provisions of the Articles of Incorporation would not receive the requisite vote. Such uses of our common stock could render
more difficult, or discourage, an attempt to acquire control of the Company, if such transactions were opposed by the Board. However,
it is also possible that an indirect result of the anti-takeover effect of the Reverse Split could be that our shareholders will be denied
the opportunity to obtain any advantages of a hostile takeover, including, but not limited to, receiving a premium to the then current
market price of our common stock, if the same was so offered by a party attempting a hostile takeover of the Company. We are not aware
of any party’s interest in or efforts to engage in a hostile takeover attempt as of the date of this Information Statement.
EFFECTIVE DATE AND EFFECTS OF THE REVERSE SPLIT
Pursuant to Rule 14c-2 promulgated pursuant to the Exchange Act, the Reverse
Split will not be effective until at least twenty (20) days after the date on which this Information Statement is filed with the Commission
and a copy hereof has been mailed to each of our stockholders. The Company anticipates that this Information Statement will be mailed
to our stockholders on or about May __, 2022. Therefore, the Company anticipates that the Reverse Split will be effective on or
about May __, 2022, or such later date as all conditions and requirements to effectuate the Reverse Split are satisfied. Notwithstanding
the foregoing, we must notify the Financial Industry Regulatory Authority of the Reverse Split by filing the Issuer Company Related Action
Notification Form no later than ten (10) days prior to the anticipated effective date of the Reverse Split.
The Company has asked brokers and other custodians, nominees and fiduciaries
to forward this Information Statement to the beneficial owners of the our common stock and will reimburse such persons for out-of-pocket
expenses incurred in forwarding such material
We intend to file, as soon as practicable on or after the twentieth (20th)
day after this Information Statement is sent to our shareholders, a Certificate of Change to our Articles of Incorporation effectuating
the Reverse Split (the “Certificate”). The Certificate will become effective at the close of business on the date the Certificate
is accepted for filing by the Secretary of State of Nevada. It is presently contemplated that such filing will be made approximately twenty
(20) days from the date that this Information Statement is sent to our shareholders.
Exchange Act Registration
We will continue to be subject to the periodic reporting requirements of
the Exchange Act. Our common stock is, currently, registered pursuant to Section 12(g) of the Exchange Act and, as a result, we
are subject to periodic reporting and other requirements. The Reverse Split will not affect the registration of our common stock pursuant
to the Exchange Act.
Accounting Consequences
Upon the Reverse Split becoming effective, the par value per share of our
common stock will remain unchanged at $0.001 per share. As a result, on the effective date of the Reverse Split, the stated capital on
the Company’s balance sheet attributable to our common stock will be reduced proportionally, based on the exchange ratio of the
Reverse Split, from its present amount, and the additional paid-in capital account will be credited with the amount by which the stated
capital is reduced. The net income or loss and net book value per share of common stock will be increased, because there will be fewer
shares of our common stock outstanding. It is not anticipated that any other accounting consequences will result from the Reverse Split.
Effect of the Reverse Split on Convertible Securities
Proportionate adjustments will be made based on the ratio of the Reverse
Split to the number of shares our common stock issuable upon the conversion of all outstanding convertible securities entitling the holders
to convert into shares of our common stock. This will result in approximately the same aggregate conversion ratio required to assure
the same value of shares of our common stock being delivered upon such conversion immediately following the Reverse Split as was the case
immediately preceding the Reverse Split. The number of shares of our common stock reserved for issuance pursuant to these securities
will be proportionately based upon the Reverse Split ratio, subject to the Company’s treatment of fractional shares.
No Going Private Transaction
Notwithstanding the decrease in the number of outstanding shares of our
common stock following the Reverse Split, the Board does not intend for the Reverse Split to be the first step in a series of plans or
proposals of a “going private transaction” within the meaning of Rule 13e-3 promulgated pursuant to the Exchange Act.
Beneficial Holders of Common Stock (shareholders who hold shares in
street name)
Upon the implementation of the Reverse Split, the Company intends to treat
shares of its common stock held by shareholders through a bank, broker, custodian or other nominee in the same manner as registered shareholders
whose shares of common stock are registered in their names. Banks, brokers, custodians or other nominees will be instructed to effectuate
the Reverse Split for their beneficial holders holding our common stock in street name. However, those banks, brokers, custodians
or other nominees may have procedures different than those for registered shareholders for processing the Reverse Split. Shareholders
who hold shares of our common stock with a bank, broker, custodian or other nominee and have any questions in this regard are encouraged
to contact their banks, brokers, custodians or other nominees.
Registered “Book-Entry” Holders of Common Stock (shareholders
that are registered on our transfer agent’s books and records but do not hold stock certificates)
Certain of the Company’s registered shareholders may hold some or
all of their shares of our common stock electronically in book-entry form with our transfer agent. These shareholders do not have
stock certificates evidencing their ownership of our common stock. They are, however, provided with statements identifying the number
of shares of our common stock registered in their accounts.
Shareholders who hold shares of our common stock electronically in book-entry
form with our transfer agent will not need to take action to receive whole shares of post-Reverse Split common stock (the exchange will
be automatic), subject to adjustment for treatment of fraction shares.
Holders of Certificated Common Shares
Shareholders holding shares of the Company’s common stock in certificated
form will be sent a transmittal letter by the Company’s transfer agent after the Reverse Split is effective. The letter of
transmittal will specify instructions regarding how a shareholder should surrender his, her or its certificate(s) representing the Company’s
common stock to our transfer agent in exchange for certificates representing the appropriate number of whole shares of post-Reverse Split
common stock. No new certificates will be issued to a shareholder until such shareholder has surrendered all old certificates, together
with a properly completed and executed letter of transmittal, to our transfer agent. No shareholder will be required to pay a transfer
or other fee to exchange his, her or its old certificate(s). Shareholders will then receive new certificates representing the number
of whole common shares that they are entitled to as a result of the Reverse Split, subject to the treatment of fractional shares. Until
surrendered, the Company will deem outstanding old certificates held by shareholders to be cancelled and only represent the number of
whole post-Reverse Split shares of our common stock to which those shareholders are entitled, subject to such treatment of fractional
shares. Any old certificates submitted for exchange, whether because of a sale, transfer or other disposition, will automatically
be exchanged for new certificates. If an old certificate has a restrictive legend, the new certificate will be issued with the same
restrictive legend.
SHAREHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATES AND SHOULD NOT
SUBMIT ANY STOCK CERTIFICATES UNTIL REQUESTED TO DO SO.