SEII Sharing Economy International Inc (CE)

EXECUTIVE COMPENSATION

The following table sets forth information regarding each element of compensation that we paid or awarded to our named executive officers for fiscal years ended December 31, 2018 and 2017:

Employment Agreements

Sharing Economy has no employment agreements or other agreements with any officer.

Other Compensation

There are no annuity, pension or retirement benefits proposed to be paid to officers, directors, or employees of our company in the event of retirement at normal retirement date as there was no existing plan as of December 31, 2018 provided for or contributed to by our company.

Director Compensation

The following table sets forth director compensation for fiscal year ended December 31, 2018:

Option Exercises and Fiscal Year-End Option Value Table.

There were no stock options exercised by the named executive officers as of the end of the fiscal period ended December 31, 2018.

Long-Term Incentive Plans and Awards

In September 2016, the board of directors adopted, and in November 2016, the stockholders approved the 2016 long-term incentive plan, covering 125,000 shares of common stock. The 2016 plan provides for the grant of incentive and non-qualified options and stock grants to employees, including officers, directors and consultants. The 2016 plan is to be administered by a committee of not less than three directors, each of whom is to be an independent director. In the absence of a committee, the plan is administered by the board of directors. The board has granted the compensation committee the authority to administer the 2016 plan. Members of the committee are not eligible for stock options or stock grants pursuant to the 2016 plan unless such stock options or stock grant are granted by a majority of our independent directors other than the proposed grantee. As of December 31, 2018, we had issued a total of 120,000 shares of common stock pursuant to this plan.

There were no awards made to a named executive officer, under any long-term incentive plan, as of the end of the fiscal period ended December 31, 2018.

Other Compensation

There are no annuity, pension or retirement benefits proposed to be paid to officers, directors, or employees of our company in the event of retirement at normal retirement date as there was no existing plan as of the end of the fiscal year ended December 31, 2018. 

CHANGE IN CONTROL

To the knowledge of management, there are no present arrangements or pledges of securities of Sharing Economy which may result in a change in control of Sharing Economy.

NOTICE TO STOCKHOLDERS OF ACTION APPROVED BY CONSENTING STOCKHOLDER

The following action was taken based upon the unanimous recommendation of the Board of Directors and the written consent of the consenting stockholder:

I. AMENDMENT TO THE ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF SHARES OF AUTHORIZED COMMON STOCK

On January 31, 2020, the Board of Directors the consenting stockholder adopted and approved a resolution to effect an amendment to our Articles of Incorporation to increase the number of shares of authorized common stock from 250,000,000 to 7,450,000,000. Such amendment is referred to herein as the “Authorized Shares Amendment.”

Currently, Sharing Economy has 250,000,000 shares of common stock authorized, of which 250,000,000 shares are issued and outstanding. As a result of the Authorized Shares Amendment, Sharing Economy will have 7,450,000,000 shares of shares of common stock authorized for issuance, of which 7,200,000,000 will be available for issuance.

A table illustrating the Authorized Shares Amendment (discussed below) is as follows:

In its Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 31, 2019, the Sharing Economy disclosed that under the terms and conditions of that certain Share Exchange Agreement (the “Share Exchange Agreement”), by and among Sharing Economy, and Peak Equity International Limited, a British Virgin Islands corporation (“Peak Equity”), and all of the holders of ordinary shares of Peak Equity, which consisted of three shareholders, the Sharing Economy offered and sold 7,200,000,000 shares of common stock of Sharing Economy in consideration for all the issued and outstanding ordinary shares of Peak Equity. On December 27, 2019, Sharing Economy issued 181,639,213 shares of common stock to the Peak Equity shareholders on a pro rata basis, based on their respective interests in Peak Equity. Our Articles of Incorporation authorize us to issue 250,000,000 of common stock. Accordingly, Sharing Economy is still obligated to issue an additional 7,018,360,787 shares of common stock to the Peak Equity shareholders, and has amended its Articles of Incorporation, as amended, to increase its number of authorized shares of common stock for such purpose.  Assuming the issuance of such additional 7,018,360,787 shares of common stock to the Peak Equity shareholders, the Peak Equity shareholders will hold approximately 99.7% of the issued and outstanding shares of common stock of Sharing Economy.

Assuming the issuance of such additional 7,018,360,787 shares of common stock to the Peak Equity shareholders, Sharing Economy will still have 250,000,000 shares of common stock, all of which will be unreserved, but authorized for issuance. Any additional issuance of common stock could, under certain circumstances, have the effect of delaying or preventing a change in control of Sharing Economy by increasing the number of outstanding shares entitled to vote and by increasing the number of votes required to approve a change in control of Sharing Economy. Shares of common stock could be issued, or rights to purchase such shares could be issued, to render more difficult or discourage an attempt to obtain control of Sharing Economy by means of a tender offer, proxy contest, merger or otherwise. The ability of the Board of the Directors to issue such additional shares of common stock could discourage an attempt by a party to acquire control of Sharing Economy by tender offer or other means. Such issuances could therefore deprive stockholders of benefits that could result from such an attempt, such as the realization of a premium over the market price that such an attempt could cause. Moreover, the issuance of such additional shares of common stock to certain persons’ interests aligned with that of the Board of Directors could make it more difficult to remove incumbent managers and directors from office even if such change were to be favorable to stockholders generally.

While the increase in the number of shares of common stock authorized may have anti-takeover ramifications, the Board of Directors believes that the financial flexibility offered by the amendment outweighs any disadvantages. To the extent that the increase in the number of shares of common stock authorized may have anti-takeover effects, the amendment may encourage persons seeking to acquire Sharing Economy to negotiate directly with the Board of Directors, enabling the Board of Directors to consider a proposed transaction in a manner that best serves the stockholders’ interests.

The Board believes that it is advisable and in the best interests of Sharing Economy to have available additional authorized but unissued shares of common stock in an amount adequate to provide for Sharing Economy’s future needs. The unissued shares of 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. Sharing Economy has no present plans or commitments for the issuance or use of the proposed additional shares of common stock in connection with any financing.

The Authorized Shares Amendment is not intended to have any anti-takeover effect and is not part of any series of anti-takeover measures contained in any debt instruments or the Articles of Incorporation or the Bylaws of Sharing Economy in effect on the date of this Information Statement. However, Sharing Economy stockholders should note that the availability of additional authorized and unissued shares of common stock could make any attempt to gain control of Sharing Economy or the Board of Directors more difficult or time consuming and that the availability of additional authorized and unissued shares might make it more difficult to remove management. Sharing Economy is not aware of any proposed attempt to take over Sharing Economy or of any attempt to acquire a large block of Sharing Economy’s stock. Sharing Economy has no present intention to use the increased number of authorized common stock for anti-takeover purposes.

Effective Date

Under Rule 14c-2, promulgated pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Authorized Shares Amendment shall be effective twenty (20) days after this Information Statement is mailed to stockholders of Sharing Economy. We anticipate the effective date to be on or about March 2, 2020.

ADDITIONAL INFORMATION

We are subject to the informational requirements of the Exchange Act, and in accordance therewith file reports, proxy statements and other information including annual and quarterly reports on Form 10-K and 10-Q with the SEC. Copies of these documents can be obtained upon written request addressed to the SEC, Public Reference Section, 100 F Street, N.E., Washington, D.C., 20549, at prescribed rates. The SEC also maintains a web site on the Internet (http://www.sec.gov) where reports, proxy and information statements and other information regarding issuers that file electronically with the SEC through the Electronic Data Gathering, Analysis and Retrieval System may be obtained free of charge.

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