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 沃特在山东泰安的案例－据知情人讲，泰安公司对沃特非常恼火！ |
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AttorneyAtLaw
头衔: 海归少将
声望: 讲师
加入时间: 2004/10/25
文章: 838
海归分: 241786
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作者：AttorneyAtLaw 在 海归商务 发贴, 来自【海归网】 http://www.haiguinet.com
2005年11月沃特先买了一个壳，占78.8%股份：
On November 30, 2005, As a result of the closing of the Stock Purchase Agreement between the registrant, Halter Financial Investments, L.P. ("HFI"), Alan W. Brandys and Douglas H. Hopper, HFI became the registrant's controlling stockholder, owning approximately 78.8% of the registrant's issued and outstanding shares of common capital stock.. HFI used "working capital" to purchase the 4,950,000 shares of the registrant's common stock from Messers Brandys and Hopper. As used herein, the term "working capital" includes income from the business operations of HFI plus sums borrowed from, among other sources, banks and brokerage firm margin accounts, to operate HFI in general. Before the execution of the Stock Purchase Agreement, the registrant's controlling stockholders were Messers Brandys and Hopper.
On November 30, 2005, upon the execution of the Stock Purchase Agreement, Douglas H. Hopper resigned as an officer and a member of the registrant's board of directors. Following the resignation, the sole remaining director, Alan W. Brandys, adopted resolutions electing Timothy P. Halter to the board of directors, filling the vacancy created by the resignation of Mr. Hopper. Mr. Brandys then resigned as chairman of the board and as an officer of the registrant, retaining his position as a director, and the newly constituted board of directors voted to elect Mr. Halter chairman of the board and sole executive officer.
Mr. Halter has been the President and sole shareholder of Halter Financial
Group, Inc., a Texas corporation ("HFG"), since 1995. HFG is a Dallas, Texas based consulting firm specializing in the areas of mergers, acquisitions and corporate finance. Mr. Halter currently serves as an officer and director of two public companies: DXP Enterprises, Inc., a Texas corporation, and Nevstar Gaming & Entertainment Corp., a Nevada corporation.
然后在2006年2月14号缩股：
On February 14, 2006, Zeolite Exploration Company, a Nevada corporation
(the "Company"), effected a one-for-two reverse split of its common stock. In order to effect the reverse split, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada. Prior to the filing, the form of Certificate of Amendment was approved by a majority of the Company's stockholders and by the Company's board of directors.
The reverse split will not change the par value of the Company's common
stock. Except for any changes as a result of the treatment of fractional shares, each stockholder who owns two or more shares will hold the same percentage of outstanding common stock immediately following the reverse split as such stockholder did immediately prior to the reverse split.
The maximum number of shares of all classes which the corporation is authorized to have outstanding is one hundred million (100,000,000) shares, of common stock, all par value $0.00001 per share. The holders of stock shall have such rights, preferences and privileges as may be determined prior to the issuance of such shares by the Board of Directors. On the filing date of this Certificate of Amendment, each two (2) shares of common stock outstanding shall be changed into one (1) share of said common stock (the "Reverse Stock Split"). The Reverse Stock Split shall not change the par value of the common stock, nor change the authorized number of shares of common stock. Fractional shares shall not be issued, but shall be rounded up to the next whole number.
The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the *articles of incorporation have voted in favor of the amendment is: 4,950,000 of 6,275,000 shares.
换股，将其买来的壳卖给泰安公司，获取45万美元现金费用，另外，获取了（100％－94.2%=5.8%)*78.8%=4.57%的公司股权，该4.57%对应股份为2472146股，按照现在价格US$6.80计算为：16,810,599美元！！
On March 31, 2006, we entered into a Securities Purchase Agreement and Plan of Reorganization with Faith Bloom Limited, a British Virgin Islands company, and its stockholders, pursuant to which we acquired all of the issued and outstanding capital stock of Faith Bloom Limited in exchange for a total of 50,957,603 shares of our common stock. We agreed to issue 4.512 shares of our common stock for every one share of Faith Bloom capital stock. As a result of this share exchange, the former stockholders of Faith Bloom acquired approximately [color=red]94.2% of our issued and outstanding shares and Faith Bloom became our wholly-owned subsidiary[/color].
On September 26, 2005, Eastern Nanomaterials Pte. Ltd., an affiliate of Faith Bloom prior to the share exchange described above, entered into a Financial Advisory Agreement and a Financing Agreement with HFG International, Limited, a Hong Kong Corporation, pursuant to which HFG International, Limited agreed to provide Faith Bloom with financial advisory and consulting services in implementing a restructuring plan and facilitating the share exchange with Zeolite. In consideration for these services, HFG International, Limited was paid a fee of $450,000 upon the closing of the share exchange. Timothy Halter, our former director and chief executive officer, is the principal stockholder and an executive officer of HFG International, Limited. The agreements were assigned to Faith Bloom as the assignee for Eastern Nanometeials Pte. Ltd. on March 29, 2006.
As a result of the share exchange transaction, Mr. Xiangzhi Chen, the former controlling stockholder of Faith Bloom and our current president and chief executive officer, became the owner of approximately 42% percent（22902912股） of our outstanding common shares.
作者：AttorneyAtLaw 在 海归商务 发贴, 来自【海归网】 http://www.haiguinet.com
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 沃特在山东泰安的案例－据知情人讲，泰安公司对沃特非常恼火！ -- AttorneyAtLaw - (6465 Byte) 2006-7-06 周四, 22:40 (1453 reads)
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