UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section
14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
x Preliminary Information
Statement
o Confidential,
for use of the Commission only (as permitted by Rule 14c-5(d)(2))
o Definitive Information
Statement
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NETWORK CN,
INC.
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(Name of Registrant As Specified In Charter)
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Payment of Filing Fee (Check the appropriate box):
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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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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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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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No:
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Filing Party:
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Date Filed:
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THIS INFORMATION STATEMENT IS BEING PROVIDED
TO
YOU BY THE BOARD OF DIRECTORS OF YUMMY FLIES,
INC.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE
REQUESTED NOT TO SEND US A PROXY
NETWORK CN, INC.
3F., D.J. Securities Building, 171 Hoi
Bun Road, Kwun Tong
Kowloon, Hong Kong
(852) 2833-2186
INFORMATION STATEMENT
(Preliminary)
May 13, 2020
NOTICE OF STOCKHOLDER ACTION BY WRITTEN
CONSENT
GENERAL INFORMATION
To the Holders of Common Stock of Network
CN, Inc.:
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 common stock, par
value $0.001 per share (the “Common Stock”), of Network CN, Inc., a Delaware corporation (the “Company”),
to notify the Stockholders that on April 28, 2020, the Company received the written consent in lieu of a meeting of the
holders of a majority of the total voting power of all issued and outstanding voting capital of the Company (the “Majority
Stockholders”). The Majority Stockholders amending the Company's Certificate of Incorporation, as amended, to increase
the total number of authorized shares of Common Stock from 26,666,667 to 100,000,000,000 (the "Authorized Shares
Increase"). A copy of the Amendment is attached as Annex A to this Information Statement.
On April 28, 2020, the Board of Directors
of the Company (the “Board”) approved and recommended to the Majority Stockholders that they approve the Authorized
Shares Increase. On April 28, 2020, the Majority Stockholders approved the Authorized Shares Increase by written consent in lieu
of a meeting, in accordance with Delaware law. Accordingly, your consent is not required and is not being solicited
in connection with the approval of the Authorized Shares Increase.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND A PROXY.
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 common stock, par
value $0.001 per share (the “Common Stock”), of the Company to notify the Stockholders of the Authorized Shares
Increase. Stockholders of record at the close of business on April 28, 2020, are entitled to notice of this stockholder
action by written consent. Because this action has been approved by the holders of the required majority of the voting power of
our voting stock, no proxies were or are being solicited. The Authorized Shares Increase will not be effected until at least 20
calendar days after the mailing of the Information Statement accompanying this Notice. We will mail the Notice of Stockholder Action
by Written Consent to the Stockholders on or about May 27, 2020. We anticipate that the Authorized Shares Increase will become
effective on or about May 27, 2020, at such time as a certificate of amendment to our Articles of Incorporation is filed with the
Secretary of State of Delaware.
Attached hereto for your review is an Information
Statement relating to the above-described action. Please read this Information Statement carefully. It describes the essential
terms of the action to be taken. Additional information about the Company is contained in its reports filed with or furnished to
the Securities and Exchange Commission (the “SEC”). These reports, their accompanying exhibits and other documents
filed with the SEC may be inspected without charge at the Public Reference Section of the SEC at 100 F Street, N.E., Washington,
D.C. 20549. Copies of such material may also be obtained from the SEC at prescribed rates. The SEC also maintains a website that
contains reports, proxy and information statements and other information regarding public companies that file reports with the
SEC. Copies of these reports may be obtained on the SEC’s website at www.sec.gov.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND A PROXY.
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By Order of the Board of Directors,
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/s/ Earnest
Leung
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Chief Executive Officer
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Hong Kong
May 13, 2020
INTRODUCTION
Delaware law provides that the written
consent of the holders of outstanding shares of voting capital stock having not less than the minimum number of votes which would
be necessary to authorize or take 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. Delaware
law, however, requires 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 a
company.
In accordance with the foregoing, we will
mail the Notice of Stockholder Action by Written Consent on or about May 27, 2020.
This Information Statement contains a brief
summary of the material aspects of the Name Change approved by the Board of Network CN, Inc. (the “Company,”
“we,” “our,” or “us”) and the Majority Stockholders.
ACTION TO BE TAKEN
AUTHORIZED SHARES INCREASE
GENERAL
The Board of Directors of the Company has
adopted a resolution to amend the articles of incorporation so as to increase the number of shares of common stock authorized for
issuance by the Board of Directors from 26,666,667 to 100,000,000,000. The Majority Shareholders have given their written
consent to the resolution.
Under Delaware corporation law, the consent
of the holders of a majority of the voting power is effective as shareholders’ approval. We will file the Amendment with
the Secretary of State of Delaware on or after May 27, 2020, and it will become effective on the date of such filing. The Amendment
to the Certificate of Incorporation will provide that the authorized shares of capital stock of the Company will consist of 100,000,000,000
shares of common stock with a par value of $0.001 per share, and 5,000,000 shares of Preferred Stock with a par value of $0.001
per share.
REASONS
The Board of Directors and the Majority
Shareholders have approved the amendment to the articles of incorporation in order to provide the Company with flexibility in pursuing
its long-term business objectives. The primary reasons for the amendment are:
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Management may in the future pursue opportunities to obtain capital in order to fully implement
the Company’s business plan. A reserve of common shares available for issuance from time-to-time will enable the Company
to entertain a broad variety of financing proposals.
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Management may utilize the additional shares in connection with corporate acquisitions, joint venture
arrangements, or for other corporate purposes, including the solicitation and compensation of key personnel.
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Management has not entered into any commitment
to issue any shares, and is not engaged in any negotiations with respect to any transaction of the sort listed above. There are
no outstanding options or warrants to purchase shares of the Company's common stock, nor is there any derivative security outstanding
that may be converted by the holder into shares of the Company's common stock either with or without the payment of additional
consideration.
As a result of the increase in authorized
common stock, there will be approximately 99,991,225,737 common shares available for issuance. The Board of Directors will be authorized
to issue the additional common shares without having to obtain the approval of the Company’s shareholders. Delaware law requires
that the Board use its reasonable business judgment to assure that the Company obtains “fair value” when it issues
shares. Nevertheless, the issuance of the additional shares would dilute the proportionate interest of current shareholders in
the Company. The issuance of the additional shares could also result in the dilution of the value of shares now outstanding, if
the terms on which the shares were issued were less favorable than the contemporaneous market value of the Company’s common
stock.
The increase in the number of common shares
available for issuance is not being done for the purpose of impeding any takeover attempt. Nevertheless, the power of the Board
of Directors to provide for the issuance of shares of common stock without shareholder approval has potential utility as a device
to discourage or impede a takeover of the Company. In the event that a non-negotiated takeover were attempted, the private placement
of stock into “friendly” hands, for example, could make the Company unattractive to the party seeking control of the
Company. This would have a detrimental effect on the interests of any stockholder who wanted to tender his or her shares to the
party seeking control or who would favor a change in control.
NO APPRAISAL RIGHTS
Under Delaware law, our Stockholders are
not entitled to appraisal rights in connection with the Authorized Shares Increase.
WHEN THE INCREASE WILL GO INTO EFFECT
The Authorized Shares Increase will become
effective on the date that we file the Certificate of Amendment to the Articles of Incorporation of the Company (the “Amendment”)
with the Secretary of State of the State of Delaware. We intend to file the Amendment with the Secretary of State of the State
of Delaware promptly after the twentieth (20th) day following the date on which this Information Statement is mailed
to the Stockholders.
Notwithstanding the foregoing, we must
first notify FINRA of the intended Authorized Shares Increase by filing the Issuer Company Related Action Notification Form no
later than ten (10) days prior to the anticipated record date of such action. Our failure to provide such notice may constitute
fraud under Section 10 of the Exchange Act.
We currently expect to file the Amendment
on or about May 13,2020.
VOTING SECURITIES AND PRINCIPAL HOLDERS
THEREOF
The voting power of the Company is vested in its common stock,
with one vote per share. At the Record Date 8,774,263 shares of common stock were outstanding.
Set forth below is information concerning
the ownership as of the Record Date of the common stock of the Company by the persons who were the sole shareholders to sign the
shareholders’ written consent.
Name and Address of
Beneficial Owner
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Beneficial Ownership
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% of class
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Earnest Leung
Chairman/CEO
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419,507
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4.8
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%
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Keywin Holdings Limited (1)
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1,609,460 (1)
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18.3
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%
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Sino Portfolio International Ltd.
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1,835,753
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20.9
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%
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Sharon Lo Wing Yan
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695,525
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7.9
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%
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Total
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51.7
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%
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(1)
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Earnest Leung is the director of Keywin Holdings Limited.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following tables set forth certain
information regarding the beneficial ownership of our Common Stock as of April 28, 2020, of (i) each person known to us to
beneficially own more than 5% of Common Stock, (ii) our directors, (iii) each named executive officer and (iv) all directors
and named executive officers as a group. As of April 28, 2020, there were a total of 8,774,263 shares of Common
Stock issued and outstanding. Each share of Common Stock is entitled to one vote on matters on which holders of voting stock of
the Company are eligible to vote. The column entitled “Percentage of Outstanding Common Stock” shows the percentage
of voting common stock beneficially owned by each listed party.
The number of shares beneficially owned
is determined under the rules promulgated by the SEC, and the information is not necessarily indicative of beneficial ownership
for any other purpose. Under those rules, beneficial ownership includes any shares as to which a person or entity has
sole or shared voting power or investment power plus any shares which such person or entity has the right to acquire within
sixty (60) days of April 28, 2020, through the exercise or conversion of any stock option, convertible security, warrant or other
right. Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power
(or shares such power with that person’s spouse) with respect to all shares of capital stock listed as owned by that person
or entity.
The following tables set forth information
as of April 28, 2020, regarding the beneficial ownership of our common stock (a) by each stockholder who is known by the Company
to own beneficially in excess of 5% of our outstanding common stock; (b) by each of the Company’s officers and directors;
(c) and by the Company’s officers and directors as a group. Except as otherwise indicated, all persons listed below have
(i) sole voting power and investment power with respect to their shares of common stock, except to the extent that authority is
shared by spouses under applicable law, and (ii) record and beneficial ownership with respect to their shares of stock. Unless
otherwise identified, the address of the directors and officers of the Company listed above is 3/F., D. J. Securities Building,
171 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong.
Title of Class
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Name and Address of
Beneficial Owner
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Office, If Any
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Amount & Nature of
Beneficial
Ownership (1)
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Percent of
Class (4)
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Common Stock
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Earnest Leung
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CEO and Director
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4,049,170 (2)
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37.5
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Common Stock
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Shirley Cheng
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CFO and director
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Common Stock
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Wong Wing Kong
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Director
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All Officers and
Directors as a group (3
persons named above)
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4,049,170
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Common Stock
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Keywin Holdings Limited (5)
3/F., D. J. Securities Building, 171
Hoi Bun Road, Kwun Tong,
Kowloon, Hong Kong
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5% Security Holder
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3,629,663 (3)
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33.6
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Common Stock
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Sino Portfolio International Ltd(6)
3104 -7, 31/F, Central Plaza, 18
Harbour Road, Hong Kong
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5% Security Holder
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1,835,753
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17.0
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Common Stock
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Sharon Lo Wing Yan
Flat B, 20/F.,Bayview Park, 3
Hong Man Street , Chai Wan,
Hong Kong
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5% Security Holder
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695,525
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6.4
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Common Stock
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IP Yu Chak
3/F., D. J. Securities Building, 171
Hoi Bun Road, Kwun Tong,
Kowloon, Hong Kong
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5% Security Holder
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873,674
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8.1
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Total Shares Owned by
Persons Named above
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7,454,122
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______
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(1) Beneficial ownership is determined in accordance
with the rules of the SEC and generally includes voting or investment power with respect to securities.
(2) Includes 1,609,461 shares
held by Keywin Holdings Limited of which Dr. Earnest Leung is the director and also an option for Keywin Holdings Limited to purchase
an aggregate of 2,020,202 shares of the Company’s common stock, exercisable for an aggregate purchase price of $2,000,000
by January 1, 2022.
(3) Includes an option to purchase an aggregate
of 2,020,202 shares of the Company’s common stock, exercisable for an aggregate purchase price of $2,000,000 by January 1,
2022.
(4) A total of 8,774,263 shares
of our common stock outstanding are considered to be outstanding pursuant to SEC Rule 13d-3(d)(1) as of March 27, 2020. For each
beneficial owner above, any options exercisable within 60 days have been included in the denominator.
(5) Dr. Earnest Leung, its sole
director, and Ms. Pui Chu Tang, its shareholder and Dr. Leung’s spouse, have voting and dispositive control over the shares
held by Keywin Holdings Limited.
(6) Ms. Angela Chan, its sole
director, and Mrs. Chen Yang Foo Oi, its shareholder, have voting and dispositive control over the shares held by Sino Portfolio
International Ltd.
ADDITIONAL INFORMATION
We are subject to the disclosure requirements
of the Securities Exchange Act of 1934, as amended, and in accordance therewith, file reports, information statements and other
information, including annual and quarterly reports on Form 10-K and 10-Q, respectively, with the Securities and Exchange Commission
(the “SEC”). Reports and other information filed by the Company can be inspected and copied at the public reference
facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such material can also be
obtained upon written request addressed to the SEC, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. In addition, the SEC maintains a web site on the Internet (http://www.sec.gov) that contains reports, information
statements and other information regarding issuers that file electronically with the SEC through the Electronic Data Gathering,
Analysis and Retrieval System.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS
SHARING AN ADDRESS
If hard copies of the materials are requested,
we will send only one Information Statement and other corporate mailings to stockholders who share a single address unless we received
contrary instructions from any stockholder at that address. This practice, known as “householding,” is designed to
reduce our printing and postage costs. However, the Company will deliver promptly upon written or oral request a separate copy
of the Information Statement to a stockholder at a shared address to which a single copy of the Information Statement was delivered.
You may make such a written or oral request by (a) sending a written notification stating (i) your name, (ii) your shared address
and (iii) the address to which the Company should direct the additional copy of the Information Statement, to the Company at 3F.,
D.J. Securities Building, 171 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong, Attn: Shirley Cheng; telephone (852) 2833-2186.
If multiple Stockholders sharing an address
have received one copy of this Information Statement or any other corporate mailing and would prefer the Company to mail each stockholder
a separate copy of future mailings, you may mail notification to, or call the Company at, its principal executive offices. Additionally,
if current stockholders with a shared address received multiple copies of this Information Statement or other corporate mailings
and would prefer the Company to mail one copy of future mailings to stockholders at the shared address, notification of such request
may also be made by mail or telephone to the Company’s principal executive offices.
This Information Statement is provided
to the holders of Common Stock of the Company only for information purposes in connection with the Name Change, pursuant to and
in accordance with Rule 14c-2 of the Exchange Act. Please carefully read this Information Statement.
By Order of the Board of Directors
Dated: May 13, 2020
Earnest Leung
Chairman of the Board of Directors
6
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