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, 2019 and 2018:

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, 2019:

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 199,418,592 shares are issued and outstanding. As a result of the Authorized Shares Amendment, Sharing Economy will have 7,250,581,408 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 181,057,805 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 7,018,942,195 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 7,018,942,195 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 7,018,942,195 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.

Dilution

Dilution represents the difference between the offering price and the net tangible book value per share immediately after the issuance of the 7,209,278,106 shares under the Share Exchange Agreement..  Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets.  Dilution of the value of the shares is a result of the lower book value of the shares held by our existing stockholders after the issuance of the 7,209,278,106 shares under the Share Exchange Agreement.  The following table compares the differences of your investment in our shares with issuance of the 7,209,278,106 shares under the Share Exchange Agreement.

As of September 30, 2019, the net tangible book value of our shares of common stock was $3,344,542 or $(0.36) per share based upon 9,278,106 shares outstanding immediately prior to the Share Exchange Agreement.

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 20, 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.

STATEMENT OF ADDITIONAL INFORMATION

 

Amendment No. 3 to Preliminary Information Statement on Schedule 14C, filed with the SEC on March 24, 2020; Amendment No. 2 on Current Report on Form 8-K, filed with the SEC on March 23, 2020; Current Report on Form 8-K, filed with the SEC on March 12, 2020; Amendment No. 2 to Preliminary Information Statement on Schedule 14C, filed with the SEC on March 9, 2020; Amendment No. 1 to Preliminary Information Statement on Schedule 14C, filed with the SEC on February 26, 2020; Amendment No. 1 on Current Report on Form 8-K, filed with the SEC on February 10, 2020; Preliminary Information Statement on Schedule 14C, filed with the SEC on January 31, 2020; Current Report on Form 8-K, filed with the SEC on January 3, 2020; Current Report on Form 8-K, filed with the SEC on January 2, 2020; Current Report on Form 8-K, filed with the SEC on December 31, 2019; Current Report on Form 8-K, filed with the SEC on December 26, 2019; Current Report on Form 8-K, filed with the SEC on December 16, 2019; Current Report on Form 8-K, filed with the SEC on December 5, 2019; Amendment No. 1 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, and filed with the SEC on November 29, 2019; Current Report on Form 8-K, filed with the SEC on November 20, 2019; Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, and filed with the SEC on November 15, 2019; Current Report on Form 8-K, filed with the SEC on November 4, 2019; Amended Definitive Proxy Statement on Schedule 14A, and filed with the SEC on October 16, 2019; Amended Definitive Proxy Statement on Schedule 14A, and filed with the SEC on October 16, 2019; Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, and filed with the SEC on October 10, 2019; Current Report on Form 8-K, filed with the SEC on October 7, 2019; Definitive Proxy Statement on Schedule 14A, and filed with the SEC on September 13, 2019; Amendment No. 9 to Preliminary Proxy Statement on Schedule 14A, and filed with the SEC on September 3, 2019; Amendment No. 8 to Preliminary Proxy Statement on Schedule 14A, and filed with the SEC on August 26, 2019; Current Report on Form 8-K, filed with the SEC on August 2, 2019; Amended Current Report on Form 8-K, filed with the SEC on August 2, 2019; Amendment No. 7 to Preliminary Proxy Statement on Schedule 14A, and filed with the SEC on August 2, 2019; Quarterly Report on Form 10-Q for the quarter ended March 30, 2019, and filed with the SEC on July 25, 2019; Current Report on Form 8-K, filed with the SEC on June 12, 2019; Current Report on Form 8-K, filed with the SEC on May 15, 2019; Amendment No. 6 to Preliminary Proxy Statement on Schedule 14A, and filed with the SEC on April 25, 2019; Amended Current Report on Form 8-K, filed with the SEC on April 23, 2019; Current Report on Form 8-K, filed with the SEC on April 19, 2019; Annual Report on Form 10-K for the year ended December 31, 2018, and filed with the SEC on April 16, 2019; and Registration Statement on Form 8-A, filed with the SEC on December 24, 2009, have been incorporated herein by this reference.

 

Sharing Economy will provide without charge to each person, including any beneficial owner of such person, to whom a copy of this Information Statement has been delivered, on written or oral request, a copy of any and all of the documents referred to above that have been or may be incorporated by reference herein other than exhibits to such documents (unless such exhibits are specifically incorporated by reference herein).

 

All documents filed by Sharing Economy pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Information Statement shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Information Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Information Statement.

 

COMPANY CONTACT INFORMATION

 

All inquiries regarding Sharing Economy should be addressed to Jianhua Wu, Chief Executive Officer, at Sharing Economy’s principal executive offices, at: Sharing Economy International Inc., M03, 3/F, Eton Tower, 8 Hysan Avenue, Causeway Bay, Hong Kong. Mr. Wu may also be reached by telephone at +852 35832186.

 

APPENDICES

 

The following documents are appended to this information statement:

 

Appendix A

Form of Certificate of Amendment to Articles of Incorporation

 

8

 

 

Appendix A

 

	Filed in the Office of     Secretary of State State Of Nevada	Business Number E0390892012-4
		Filing Number 20200454374
		Filed On 1/31/2020 8:00:00 AM
		Number of Pages 3

 

	BARBARA K. CEGAVSKE
	Secretary of State
	202 North Carson Street
	Carson City, Nevada 89701-4201
	(775) 684-5708
	Website: www.nvsos.gov

 

Profit Corporation:

Certificate of Amendment (PURSUANT TO NRS 78.380 & 78.385/78.390)

Certificate to Accompany Restated Articles or Amended and

Restated Articles (PURSUANT TO NRS 78.403)

Officer’s Statement (PURSUANT TO NRS 80.030) 

TYPE OR PRINT - USE DARK INK ONLY - DO NOT HIGHLIGHT 

1. Entity information:		Name of entity as on file with the Nevada Secretary of State:   Sharing Economy International Inc.   Entity or Nevada Business Identification Number (NVID): NV20121458943
2. Restated or Amended and Restated Articles: (Select one)   (If amending and restating only, complete section 1,2 3, 5 and 6)		☐    Certificate to Accompany Restated Articles or Amended and Restated Articles ☐   Restated Articles - No amendments; articles are restated only and are signed by an officer of the corporation who has been authorized to execute the certificate by resolution of the board of directors adopted on: __________ The certificate correctly sets forth the text of the articles or certificate as amended to the date of the certificate. ☐  Amended and Restated Articles * Restated or Amended and Restated Articles must be included with this filing type.
3. Type of Amendment Filing Being Completed:  (Select only one box)		☐   Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.380 - Before Issuance of Stock) The undersigned declare that they constitute at least two-thirds of the following:
		(Check only one box)      ☐     incorporators         ☐          board of directors
(If amending, complete section 1, 3, 5 and 6.)		The undersigned affirmatively declare that to the date of this certificate, no stock of the corporation has been issued
		☒   Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
		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: 181,639,213
		☐    Officer’s Statement (foreign qualified entities only) -
		Name in home state, if using a modified name in Nevada
		_______________________
		Jurisdiction of formation: ____________
		Changes to takes the following effect:
		☐ The entity name has been amended.	☐ Dissolution
		☐ The purpose of the entity has been amended.	☐ Merger
		☐ The authorized shares have been amended.	☐ Conversion
		☐ Other: (specify changes)
		* Officer’s Statement must be submitted with either a certified copy of or a certificate evidencing the filing of any document, amendatory or otherwise, relating to the original articles in the place of the corporations creation.

This form must be accompanied by appropriate fees.

Page 1 of 2 Revised: 1/1/2019

 

 

 

 

 

	BARBARA K. CEGAVSKE
	Secretary of State
	202 North Carson Street
	Carson City, Nevada 89701-4201
	(775) 684-5708
	Website: www.nvsos.gov

 

Profit Corporation:

Certificate of Amendment (PURSUANT TO NRS 78.380 & 78.385/78.390)

Certificate to Accompany Restated Articles or Amended and

Restated Articles (PURSUANT TO NRS 78.403)

Officer’s Statement (PURSUANT TO NRS 80.030) 

4. Effective Date and Time: (Optional)		Date:                                                       Time:                                                        (must not be later than 90 days after the certificate is filed)
5. Information Being Changed: (Domestic corporations only)		Changes to takes the following effect:   ☐   The entity name has been amended. ☐   The registered agent has been changed. (attach Certificate of Acceptance from new registered agent) ☐   The purpose of the entity has been amended. ☒   The authorized shares have been amended. ☐   The directors, managers or general partners have been amended. ☐   IRS tax language has been added. ☐   Articles have been added. ☐   Articles have been deleted. ☐   Other. The articles have been amended as follows: (provide article numbers, if available)   The present article 3(a) has been [continues on following page]     (attach additional page(s) if necessary)

6. Signature: (Required)		X		Executive Director
			Signature of Officer or Authorized Signer	Title
		X
			Signature of Officer or Authorized Signer	Title
		*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.

Please include any required or optional information in space below:
(attach additional page(s) if necessary)

 

 

 

 

 

This form must be accompanied by appropriate fees.

Page 2 of 2 Revised: 1/1/2019

 

 

 

 

PAGE 3 OF 3

CERTIFICATE OF AMENDMENT
SHARING ECONOMY INTERNATIONAL INC.

 

amended and restated to read in its entirety as follows:

 

“3.(a) Authorized Capital Stock. The Corporation shall be authorized to issue two classes of shares of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the Corporation shall have authority to issue shall be seven billion, five hundred million (7,500,000,000); the total number of authorized shares of Common Stock shall be seven billion four hundred fifty million (7,450,000,000), par value $0.001 per share; and the total number of authorized shares of Preferred Stock shall be fifty million (50,000,000), par value $0.001 per share. The board of directors of the Corporation is authorized, subject to any limitation prescribed by law, to provide for the issuance of shares of Preferred Stock in series, and by filing a certificate pursuant to the applicable law of the State of Nevada, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and any qualifications, limitation or restrictions thereof.”

 

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