A question for CNPI followers...
Has anyone seen a filing on share change from Shiyong Fan betwen 06-03-2010 to the time of the last company 10K filing?...
Haven't been able to find the change from Shiyong Fan from owning 9,200,000 shares to 6,500,000 shares after the merger agreement completion...With reverse splits since then also considered...
From the 10K filing...
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table sets forth information regarding beneficial ownership of our common stock as of March 22, 2011 (i) by each person who is known by us to beneficially own more than 5% of our common stock; (ii) by each of our officers and directors; and (iii) by all of our officers and directors as a group. Unless otherwise specified, the address of each of the persons set forth below is in care of the Company, No. 12, Gongyuan Road, Kaifeng City, Henan Province 475002, People’s Republic of China.
Amount and
Nature of Percent
Beneficial of
Name and Address of Beneficial Owner
Office, If Any Title of Class Ownership (1) Class (2)
Officers and Directors
Honghai Zhang
Chairman and Chief Common Stock - *
Executive Officer
S.D. Liu
Chief Financial Officer Common Stock - *
Shiyong Fan
Chief Operating Officer and Common Stock 6,500,000 (3) 59.49%
Director
Jinxin Jiang
Chief Executive Officer of Common Stock - *
Desheng Installation
Wuling Fu
Chief Technology Officer Common Stock - *
Remington Hu
Director Common Stock - *
Zhenduo Liu
Director Common Stock - *
Fei He
Director Common Stock - *
All officers and directors as a group
Common Stock 6,500,000 (3) 59.49%
(8 persons named above)
5% Security Holders
Wise Winning Limited (3)
Common Stock 6,500,000 59.49%
Palm Grove House, P.O. Box 438
Road Town, Tortola
British Virgin Islands
Sun Forever Limited (4)
Common Stock 833,334 7.63%
Room 1303, BEA Tower
66 Hua Yuan Shi Qiao Road
Pudong New Area, Shanghai
People’s Republic of China
Sparkle Century International Limited (5)
Common Stock 700,000 6.41%
Palm Grovehouse, P.O. Box 438
Road Town, Tortola
British Virgin Islands
* Less than 1%
(1) Beneficial Ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Each of the beneficial owners listed above has direct ownership of and sole voting power and investment power with respect to our common stock.
70
--------------------------------------------------------------------------------
(2) As of March 22, 2011, a total of 10,925,960 shares of our common stock are considered to be outstanding pursuant to SEC Rule 13d- 3(d)(1). For each Beneficial Owner above, any securities that are exercisable or convertible within 60 days have been included in the denominator.
(3) Represents 6,500,000 shares held by Wise Winning, a BVI company owned and controlled by Mr. Shiyong Fan. Mr. Fan has granted an option to our chairman and chief executive officer, Mr. Honghai Zhang, to acquire all of Mr. Fan’s ownership interests in Wise Winning.
(4) Gang Wang is the managing partner of Envision Capital Management Limited. Envision Capital Management Limited, by agreement with other equity owners of Sun Forever Limited, has sole voting and dispositive power over shares owned by Sun Forever Limited. Gang Wang and Envision Capital Management Limited disclaim any ownership interest in shares owned by Sun Forever Limited.
(5) Dongkai Shi has sole investment and dispositive power over shares owned by Sparkle Century International Limited.
***And this was from 06-2010 during merger changes...
1. PRINCIPAL ACTIVITIES AND ORGANIZATION
The consolidated financial statements include the financial statements of China Power Technology, Inc. (the “Company” or “China Power”) and its subsidiaries, China Niceview Power Technology Limited (“China Niceview”), Hong Kong Niceview Power Technology Co., Limited (“Hong Kong Niceview”), Kaifeng Nice View Power Technology Co., Ltd. (“Kaifeng Nice View”), Henan Kaifeng Desheng Boiler Co., Ltd. (“Desheng Boiler”), Henan Desheng Boiler Installation Co., Ltd. (“Desheng Installation”) and Shandong Fuyuan Equipment Installation Co., Ltd. (“Fuyuan Installation”). The Company and its subsidiaries are collectively referred to as the “Group”.
Principal activities
China Power, formerly named Lincoln Floorplanning Co., Inc., was incorporated on September 25, 2007 for the purpose of providing floor plan financing to used car dealerships in North Carolina at interest rates and fees competitive in the market place for this type of financing. However, it did not engage in any operations and was dormant from its inception until its reverse acquisition of China Niceview on June 1, 2010.
On June 1, 2010, China Power completed a reverse acquisition transaction through a share exchange with China Niceview whereby China Power issued 36,800,000 new shares (9,200,000 as adjusted to reflect two subsequent reverse stock splits), representing 92% of its issued and outstanding shares on a fully-diluted basis immediately after the consummation of the reverse acquisition, to acquire 100% of the issued and outstanding shares of China Niceview. As a condition precedent to the consummation of the reverse acquisition, Ms. Sha Chen, the sole director and officer of the Company before the reverse acquisition, cancelled 4,898,750 (1,244,688 as adjusted to reflect two subsequent reverse stock splits), shares of China Power’s common stock owned by her. As a result of the reverse acquisition, China Niceview became China Power’s wholly-owned subsidiary, and Wise Winning Limited (“Wise Winning”), the former sole stockholder of China Niceview, became China Power’s controlling stockholder. The share exchange transaction with China Niceview was treated as a reverse acquisition, with China Niceview as the accounting acquirer and China Power as the acquired party. All the statements prior to June 1, 2010 were solely for Desheng Boiler and Desheng Installation.
On June 16, 2010, the Company completed a private placement transaction with a group of investors (the “investors”), in which the Company issued to the investors an aggregate of 3,703,704 (925,928 as adjusted to reflect two subsequent reverse stock splits), shares of its common stock for an aggregate purchase price of approximately US$10 million, or US$2.70 per share ($10.8 per share as adjusted to reflect two subsequent reverse stock splits). The net proceeds after deducting offering cost amounted to approximately US$9.5 million.
China Niceview was incorporated as a limited liability company on April 19, 2010, in British Virgin Islands (“BVI”), with registered capital of US$50,000.
Hong Kong Niceview was incorporated as a limited liability company on April 27, 2010, in Hong Kong, with registered capital of HK$10,000.
Kaifeng Nice view, a wholly-owned subsidiary of Hong Kong Niceview, was incorporated as a limited liability company on May 11, 2010 in Kaifeng city, Henan province, PRC, with registered capital of US$10,600,000.
Desheng Boiler was incorporated in Kaifeng city, Henan province, People’s Republic of China (“PRC”) on April 28, 1997 with registered capital of Renminbi (“RMB”)13,911,600. Desheng Boiler is engaged in manufacturing, sales and post-sale service of boilers, pressure containers and chemical industry equipments. The registered capital of Desheng Boiler was increased to RMB25,341,600 on May 24, 2004.
Desheng Installation was incorporated in Kaifeng city, Henan province, PRC on April 23, 2007 with registered capital of RMB10,000,000. Desheng Installation is engaged in processing, technology and information consulting services of installation, reconstruction and maintenance of boilers.
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