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
(Amendment No. 3)
Check the appropriate box:
x
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Preliminary
Information Statement
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o
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Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
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o
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Definitive
Information Statement
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NB TELECOM, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy
Statement if other than the Registrant)
Payment of Filing Fee (Check the
appropriate box):
x
No fee required.
o
Fee computed on table below per
Exchange Act Rules 14c-5(g)
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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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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(4)
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Proposed
maximum aggregate value of transaction:
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o
Fee paid previously with
preliminary materials.
o
Check box if any part of the fee is
offset as provided by Exchange Act Rule O-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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(1)
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Amount
previously paid:
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(2)
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Form,
Schedule, or Registration Statement No.:
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NB TELECOM, INC.
No. 9 Qinling Road, Yingbin Road Centralized Industrial Park
Harbin Development Zone, Heilongjiang, China 150078
January __, 2009
Dear Stockholders:
The enclosed Information Statement is
being furnished to the holders of record of shares of the common stock (the Common
Stock) and Series B preferred stock (the Series B Preferred Stock) of NB
Telecom, Inc., a Nevada corporation (the Company), as of the close of business
on the record date, January 9, 2009. The purpose of the Information Statement is to notify
our stockholders that on January 8, 2009, the Company received a written consent in lieu
of a meeting of stockholders (the Written Consent) from one stockholder which
has 70.22% of the total voting power holding 405,864 shares of Common Stock and 1,000,000
shares of Series B Preferred Stock, representing 50.36%, of the issued and outstanding
shares of Common Stock and 100% of the issued and outstanding shares of Series B Preferred
Stock with 40% of the total voting power, respectively, representing 70.22% of the voting
power of the combined classes of stock. The Written Consent adopted the following
resolutions, which authorized the Company to amend the Companys Articles of
Incorporation for the purpose of increasing the authorized capital from 10,805,802 shares,
consisting of 805,802 shares of common stock, par value $0.0001 and 10,000,000 shares of
preferred stock, par value $0.0001 to 550,000,000 authorized capital, consisting of
500,000,000 shares of common stock, par value $0.0001, and 50,000,000 shares of preferred
stock, par value $0.0001.
You are urged to read the Information
Statement in its entirety for a description of the actions taken by the majority
stockholder of the Company. The resolutions will become effective twenty calendar days
after this Information Statement is first mailed to our stockholders.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
No action is required by you. The
enclosed Information Statement is being furnished to you to inform you that the foregoing
actions have been approved by the holder of at least a majority of the outstanding shares
of all voting stock of the Company. Because a stockholder holding at least a majority of
the voting rights of our outstanding Common Stock and Series B Preferred Stock has voted
in favor of the foregoing actions, and has sufficient voting power to approve such actions
through his ownership of Common Stock and Series B Preferred Stock, no other stockholder
consents will be solicited in connection with the transactions described in this
Information Statement. The Board is not soliciting your proxy in connection with the
adoption of these resolutions and proxies are not requested from stocks.
This Information Statement is being
mailed on or about January 19, 2009 to stockholders of record on January 9, 2009.
Sincerely,
/s/ Jie Han
Jie Han
President
NB TELECOM, INC.
No. 9 Qinling Road, Yingbin Road Centralized Industrial Park
Harbin Development Zone, Heilongjiang, China 150078
INFORMATION STATEMENT
PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14C-2 THEREUNDER
NO VOTE OR OTHER
ACTION OF THE
COMPANY'S STOCKHOLDERS IS
REQUIRED IN CONNECTION WITH THIS
INFORMATION STATEMENT.
WE ARE NOT ASKING YOU
FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A
PROXY
This Information Statement is being furnished
to the holders of record of shares of the common stock (the Common Stock) of
NB Telecom, Inc., a Nevada corporation (the Company), as of the close of
business on the record date, January 9, 2009. The purpose of the Information Statement is
to notify our stockholders that on January 8, 2009, the Company received a written consent
in lieu of a meeting of stockholders (the Written Consent) from the holder of
405,864 shares of Common Stock and 1,000,000 shares of Series B Preferred Stock,
representing 50.36%, of the issued and outstanding shares of Common Stock and 100% of the
issued and outstanding shares of Series B Preferred Stock, respectively, representing
70.22% of the voting power of the combined classes of stock which is calculated as
follows: the 805,802 shares of Common Stock of the Company represents 60% of the voting
power and the 1,000,000 shares of Series B Preferred Stock represents 40% of the voting
power. Therefore, the stockholder which owns 405,864 shares of Common Stock and 1,000,000
shares of Series B Preferred Stock accounts for (a) 50.36% of the Common Stock 60% voting
block or 50.36% multiplied by 60%, which equates to 30.22% of the total voting power of
the Company, and (b) 100% of the Series B Preferred Stock voting block or 100% multiplied
by 40% which equates to 40% of the total voting power of the Company. The aggregate voting
power from the two classes of stock is 30.22% and 40% which equals 70.22% total. The
stockholder acquired its shares of Common Stock and Series B Preferred Stock of the
Company pursuant to that certain Agreement and Plan of Merger, dated December 24, 2008
entered into by the Company. The Written Consent adopted the following resolutions, which
authorized the Company to amend the Companys Articles of Incorporation for the
purpose of increasing the authorized capital from 10,805,802 shares, consisting of 805,802
shares of common stock, par value $0.0001 and 10,000,000 shares of preferred stock, par
value $0.0001 to 550,000,000 authorized capital, consisting of 500,000,000 shares of
common stock, par value $0.0001, and 50,000,000 shares of preferred stock, par value
$0.0001.
Because a stockholder holding at
least a majority of the voting rights of our outstanding Common Stock and Series B
Preferred Stock has voted in favor of the foregoing resolutions, and has sufficient voting
power to approve such actions through his ownership of common stock, no other shareholder
consents will be solicited in connection with the transactions described in this
Information Statement. The Board is not soliciting proxies in connection with the adoption
of these resolutions and proxies are not requested from stockholders.
In accordance with our bylaws, our
board of directors has fixed the close of business on January 9, 2009 as the record date
for determining the stockholders entitled to notice of the above noted actions. This
Information Statement is being mailed on or about January 19, 2009 to stockholders of
record on the record date.
DISTRIBUTION AND COSTS
We will pay all costs associated with
the distribution of this Information Statement, including the costs of printing and
mailing. In addition, we will only deliver one information statement to multiple security
holders sharing an address, unless we have received contrary instructions from one or more
of the security holders. Also, we will promptly deliver a separate copy of this
information statement and future stockholder communication documents to any security
holder at a shared address to which a single copy of this information statement was
delivered, or deliver a single copy of this information statement and future stockholder
communication documents to any security holder or holders sharing an address to which
multiple copies are now delivered, upon written request to us at our address noted above.
Security holders may also address
future requests regarding delivery of information statements by contacting us at the
address noted above.
VOTE REQUIRED; MANNER OF
APPROVAL
Approval to amend the current
Articles of Incorporation of the Company under the Nevada Revised Statutes
(NRS) Section 78.390 (the Amendment) require the affirmative vote
of the holders of a majority of the voting power of the Company. Accordingly, the holders
of a majority of the voting power of the Company must approve the Amendment.
In addition, NRS 78.320 provides in
substance that stockholders may take action without a meeting of the stockholders and
without prior notice if a consent or consents in writing, setting forth the action so
taken, is signed by the holders of the outstanding voting shares holding not less than the
minimum number of votes that would be necessary to approve such action at a stockholders
meeting. This action is effective when written consents from holders of record of a
majority of the outstanding shares of voting stock are executed and delivered to the
Company.
The Company has two classes of voting
stock outstanding consisting of Common Stock and Series B Preferred Stock. There are
currently 805,802 shares of Common Stock issued and outstanding, and each share of Common
Stock is entitled to 1 vote. The holder of the Series B Preferred Stock has voting power
equivalent to 40% of the total voting power of all Common Stock holders of the Company.
Accordingly, by way of example, the vote or written consent of (1) the stockholders
holding at least 671,502 shares of the Common Stock or (2) the stockholder holding at
least the 1,000,000 shares of the Series B Preferred Stock issued and outstanding and at
least an additional 134,301 shares of the Common Stock is necessary to approve the filing
of the Certificate of Amendment. In accordance with our bylaws, our board of directors has
fixed the close of business on January 9, 2009 as the record date for determining the
stockholders entitled to vote or give written consent.
2
On January 8, 2009, a stockholder
holding 405,864 shares of Common Stock and 1,000,000 shares of Series B Preferred Stock,
representing 50.36%, of the issued and outstanding shares of Common Stock and 100% of the
issued and outstanding shares of Series B Preferred Stock (representing 70.22% of the
voting power of the combined classes of stock) executed and delivered to the Company the
Written Consent. Accordingly, in compliance with the NRS, at least a majority of the
outstanding shares has approved the Amendment. As a result, no vote or proxy is required
by the stockholders to approve the adoption of the foregoing resolutions.
Under Rule 14c-2 promulgated under
the Securities Exchange Act of 1934, as amended (the Act), the Articles of
Amendment may not be filed with the Nevada Secretary of State until twenty calendar days
after this Information Statement is first mailed to our stockholders. As mentioned earlier
the Amendment will become effective upon the filing of the Articles of Amendment with the
Secretary of State of the State of Nevada, which is anticipated to be on or about February
9, 2009, twenty days after the mailing of this Information Statement.
PURPOSES AND EFFECT OF
THE CHANGE
On January 8, 2009, the Company
received a written consent in lieu of a meeting of stockholders (the
Written Consent) from the holder of 405,864 shares of Common Stock
and 1,000,000 shares of Series B Preferred Stock, representing 50.36%, of the
issued and outstanding shares of Common Stock and 100% of the issued and
outstanding shares of Series B Preferred Stock having a total voting power of
40%, respectively, representing 70.22% of the voting power of the combined
classes of stock which is calculated as follows: the 805,802 shares of Common
Stock of the Company represents 60% of the voting power and the 1,000,000 shares
of Series B Preferred Stock represents 40% of the voting power. Therefore, the
stockholder which owns 405,864 shares of Common Stock and 1,000,000 shares of
Series B Preferred Stock accounts for (a) 50.36% of the Common Stock 60% voting
block or 50.36% multiplied by 60%, which equates to 30.22% of the total voting
power of the Company, and (b) 100% of the Series B Preferred Stock voting block
or 100% multiplied by 40% which equates to 40% of the total voting power of the
Company. The aggregate voting power from the two classes of stock is 30.22% and
40% which equals 70.22% total. The Written Consent adopted the resolutions,
which authorized the Company to amend the Companys Articles of
Incorporation for the purpose of increasing the authorized capital from
10,805,802 shares, consisting of 805,802 shares of common stock, par value
$0.0001 and 10,000,000 shares of preferred stock, par value $0.0001 to
550,000,000 authorized capital, consisting of 500,000,000 shares of common stock
par value $0.0001, and 50,000,000 shares of preferred stock, par value $0.0001.
The text of the proposed Amendment to the Articles of Incorporation which
contains the increase in the authorized capital is attached hereto as Appendix
I. This Amendment will not affect total stockholder equity but will increase the
authorized capitalization of the Company. Subsequent to the Amendment and the
conversion of the 1,000,000 shares of the convertible Series A Preferred Stock,
there will be approximately 39,000,000 shares of Common Stock of the Company
issued and outstanding.
3
Our Board of Directors believes
that by increasing the number of authorized capital of the Company will
give the Company more flexibility to meet its obligations. Currently, the Company does not have
sufficient shares of Common Stock authorized to (a) honor certain post merger contractual obligations
under that certain Agreement and Plan of Merger the Company entered into on December 24, 2008 whereby
there are 1,000,000 shares of convertible Series A preferred stock of the Company convertible into
approximately 1:38.2 into 38,194,072 shares of Common Stock of the Company, and (b) allow for future
transactions to raise the working capital funds of the Company. Accordingly, the Company needs to
increase its authorized share capital. Subsequent to the Amendment and the conversion of the 1,000,000
shares of the convertible Series A Preferred Stock, there will be approximately 39,000,000 shares of
Common Stock of the Company issued and outstanding. Management of the Company currently does not have
any loans, proposals or arrangements with respect to future transactions to raise the working capital
funds of the Company as referenced above.
The additional Common Stock
authorized by the proposed amendment would have rights identical to our currently
outstanding Common Stock. Holders of our Common Stock are entitled to 1 vote per share.
The additional Series B Preferred Stock authorized by the proposed amendment would have
rights identical to our currently outstanding Series B Preferred Stock such that holders
of Series B Preferred Stock have voting power equivalent to 40% of the total voting power
of all Common Stock holders of the Company. Holders of our Common Stock and Series B
Preferred Stock are entitled to vote on all matters submitted to a vote of our
stockholders, including the election of directors, and except as otherwise required by
law, the holders of such shares will exclusively possess all voting power. Holders of
Common Stock and Series B Preferred Stock do not have the right to cumulative voting for
the election of directors. Subject to the preferential rights of any outstanding series
of preferred stock, the holders of Common Stock and Series B Preferred Stock will be
entitled to such dividends as may be declared from time to time by our Board from funds
legally available therefore and will be entitled to receive pro rata all of our assets
available for distribution to such holders upon liquidation. The Board further believes
that it is in Companys best interests to increase the number of authorized shares
of Common Stock in order to provide the Company with the flexibility to issue Common
Stock without further action by the Companys stockholders (unless required by law
or regulation) for such other corporate purposes as the Board may deem advisable. These
purposes may include, among other things, the sale of shares to obtain additional capital
funds, the purchase of property, the use of additional shares for various equity
compensation and other employee benefit plans of the Company or of acquired companies,
the acquisition of other companies, and other bona fide purposes.
TRANSACTION INFORMATION:
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On
December 24, 2008, the NB Telecom, Inc. (the Company) entered into an
Agreement and Plan of Merger (the Agreement) by and among its wholly owned
acquisition subsidiary China XD Plastics Company Limited (the Merger Sub), a
Nevada corporation, Favor Sea Limited (Favor Sea), a corporation formed under
the laws of the British Virgin Islands, and the shareholders of Favor Sea including the
principal shareholder, XD. Engineering Plastics Company Limited (XD), a
British Virgin Islands corporation.
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4
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In
connection with the acquisition, and in exchange for the outstanding stock of Favor Sea,
the shareholders of Favor Sea received 50,367,778 shares of the common stock of the
Company and 1,000,000 shares of convertible Series A preferred stock of the Company, and
XD individually received 1,000,000 shares of Series B preferred stock of the Company (the
Merger).
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The
50,367,778 shares of common stock were converted into 805,802 shares post a reverse stock
split of 124.1:1 for 1.
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The
1,000,000 shares of convertible Series A preferred stock of the Company are convertible
into approximately 1:38.2 into 38,194,072 shares of the common stock of the Company.
Assuming the conversion of the Series A preferred stock of the Company, the shareholders
of Favor Sea will own approximately 99% of the Common Stock of the Company.
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Subsequent
to the Merger and as a direct consequence, the name of the Company was changed to China
XD Plastics Company Limited.
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Contact information for both NB
Telecom, Inc. and China XD Plastics Company Limited is:
NB Telecom, Inc./China XD
Plastics Company Limited
No. 9 Qinling Road,
Yingbin Road Centralized Industrial
Park Harbin Development Zone,
Heilongjiang, China 150078
NB Telecom, Inc. (the
Company) is a provider of both privately owned and company owned payphones and
stations in Pennsylvania. The Company receives revenues from the collection of the
payphone coinage, a portion of usage of service from each payphone and a percentage of
long distance calls placed from each payphone from the telecommunications service
providers. In addition, the Company also receives revenues from the service and repair of
privately owned payphones, sales of payphone units and the sales of prepaid phone cards.
China XD Plastics Company Limited
(the Merger Sub) is a wholly-owned subsidiary of the Company which has been
established solely for the purpose of this transaction and does not have any business,
assets, liabilities or operations.
Favor Sea Limited is a holding
company whose only asset, held through a subsidiary, is 100% of the registered capital of
Harbin Xinda Macromolecule Material Co., Ltd., a limited liability company organized under
the laws of the Peoples Republic of China.
5
Harbin Xinda Macromolecule Material
Co. Ltd. (Xinda) is a high-tech company that was founded in September 2004
under the laws of the Peoples Republic of China with registered capital of 20
million RMB (US$2,416,451). Xindas executive offices and manufacturing facility are
located at No. 9 Qinling Road, Yingbin Road Centralized Industrial Park, Harbin
Development Zone, Heilongjiang Province, in northeast China. Xinda engages in the
development, manufacture, and distribution of modified plastic, primarily for use in
automobiles. The technology that has enabled us to become Chinas leading producer of
automotive modified plastics is carried in our wholly-owned research laboratory, Harbin
Xinda Macromolecule Material Research Institute (the Research Institute), a
subsidiary established in 2007. The Research Institute has developed into a leader in
research and development for Chinas macromolecular industry. The Research Institute
is outfitted with more than 80 sets of testing, analytical and production equipment used
to analyze the physical and mechanical properties of the heat resistances, durability,
stability, and environmental performance exhibited by modified plastics.
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(4)
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Terms
of the Transaction.
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On December 24, 2008, the Company
entered into an Agreement and Plan of Merger (the Agreement) by and among its
wholly owned acquisition subsidiary China XD Plastics Company Limited (the Merger
Sub), a Nevada corporation, Favor Sea Limited (Favor Sea), a corporation
formed under the laws of the British Virgin Islands, and the shareholders of Favor Sea
including the principal shareholder, XD. Engineering Plastics Company Limited
(XD), a British Virgin Islands corporation.
The Company engaged in the transaction to improve shareholders values based on the lackluster
performance of the Companys existing operations. The acquired entity, Favor Sea and its principal
shareholder, XD, entered into the transaction to become a U.S. listed company based on their
cost-benefit analysis which was made before the financial meltdown of the U.S.
As disclosed in the Current Report
on Form 8-K, filed with the Securities and Exchange Commission on December 31, 2008,
pursuant to the Agreement, the Company acquired all of the outstanding capital stock of
Favor Sea, through the Merger Sub. Favor Sea is a holding company whose only asset, held
through a subsidiary, is 100% of the registered capital of Harbin Xinda Macromolecule
Material Co., Ltd. (Xinda), a limited liability company organized under the
laws of the Peoples Republic of China. In connection with the acquisition, and in
exchange for the outstanding stock of Favor Sea the shareholders of Favor Sea received
50,367,778 shares of the common stock of the Company and 1,000,000 shares of convertible
Series A preferred stock of the Company, and XD individually received 1,000,000 shares of
Series B preferred stock of the Company (the Merger). Subsequent to the Merger
and as a direct consequence, the name of the Company was changed to China XD
Plastics Company Limited pursuant to Chapter 92A the Revised Nevada Statutes in
connection with the Merger. The 50,367,778 shares of common stock were converted into
805,802 shares post a reverse stock split of 124.1:1 for 1 pursuant to Nevada Revised
Statutes Section 78.207 for both the total number of authorized shares of common stock and
the total number of issued and outstanding shares of common stock. The 1,000,000 shares of
convertible Series A preferred stock of the Company are convertible into approximately
1:38.2 into 38,194,072 shares of the common stock of the Company. Assuming the conversion
of the Series A preferred stock of the Company, the shareholders of Favor Sea will own
approximately 99% of the Common Stock of the Company.
6
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(5)
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Regulatory
Approvals:
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The Company has obtained the relevant approval for the merger, the name change and the reverse split
from the Secretary of State of Nevada.
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(6)
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Reports,
opinions, appraisals:
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Not applicable.
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(7)
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Past
contacts, transactions or negotiations:
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None.
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(8)
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Selected
financial data:
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Not applicable.
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(9)
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Pro
Forma Information:
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Summary
Selected Pro Forma Condensed Consolidated Financial Data
The
following summary selected unaudited pro forma condensed consolidated balance sheet has
been presented with consolidated subsidiaries at September 30, 2008. The following summary
selected unaudited pro forma condensed consolidated statement of income for the nine
months ended September 30, 2008 and for the year ended December 31, 2007 has been
presented as if the acquisition had occurred January 1, 2007.
The
unaudited pro forma condensed consolidated statements do not necessarily represent the
actual results that would have been achieved had the companies been combined at the
beginning of the year, nor may they be indicative of future operations. These unaudited
pro forma condensed financial statements should be read in conjunction with the
companies respective historical financial statements and notes included thereto.
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Year ended
December 31, 2007
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Nine months ended
September 30, 2008
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Income Statement Data
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Net Revenues
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$
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34,177,415
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$
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55,802,003
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Gross profit
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$
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6,347,442
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$
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13,921,235
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Income from operations
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$
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5,622,507
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$
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12,019,405
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Net income
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$
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5,272,502
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$
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11,437,903
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Net income per common sharebasic
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$
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0.12
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$
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0.25
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Weighted average number of shares used in
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calculating net income per sharebasic
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|
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49,632,222
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49,632,222
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7
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As at September 30, 2008
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Balance Sheet Data
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Current assets
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$
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47,191,190
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Total assets
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$
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60,083,321
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Current liabilities
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$
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38,148,515
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Total liabilities
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$
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38,148,515
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Minority interests
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$
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0
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Stockholders' equity
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|
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$
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21,934,806
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(10)
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Pro
Forma Information:
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Historical
and Pro Forma Per Share Data
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The following table sets forth the
historical and pro forma per share data of Favor Sea and pro forma historical and
equivalent pro forma data of the Company:
9/30/2008
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Favor Sea
Historical
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NB Telecom, Inc.
Historical
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NB Telecom, Inc.
Pro Forma Combined
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Favor Sea
Pro Forma Equivalent
|
|
|
|
|
|
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Book value
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|
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60,083,321
|
|
|
5,877
|
|
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60,083,321
|
|
|
|
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Shares used in calculation
|
|
|
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40,000
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|
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49,632,222
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|
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49,632,222
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Book value per share
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|
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1,502
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|
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0.00
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|
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1.21
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|
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1,524.108696
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Earnings (loss) per share
|
|
|
|
285.95
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|
|
0.00
|
|
|
0.25
|
|
|
314.75
|
|
Dividends
|
|
|
|
0
|
|
|
0
|
|
|
0
|
|
Dividends per share
|
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
|
|
FOR THE YEAR ENDED 12/31/2007
|
|
|
Earnings (loss) per share
|
|
|
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131.81
|
|
|
0
|
|
|
0.12
|
|
|
151.08
|
|
Dividends
|
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
Dividends per share
|
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
(11)
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Pro
Forma Information
:
|
See the unaudited pro forma condensed
consolidated financial statements of the Company at the end of this Information Statement.
8
RISK FACTORS
Our Chief Executive
Officer has a large degree of control on us through his position and stock ownership and
his
interests may differ from other stockholders.
Our Chief Executive Officer, Mr. Jie
Han has an option on XD. Engineering Plastics Company Limiteds shares. As a result,
Mr. Han will be able to influence the outcome of stockholder votes on various matters,
including the election of directors and extraordinary corporate transactions such as
business combinations. Mr. Hans interests may differ from that of other
stockholders.
Risks Related To Series
B Preferred Stock.
There are now 1,000,000 shares of
Series B Preferred Stock issued to XD. Engineering Plastics Company Limited with 40% of
the total voting power of the Companys common stock put together and other consent
rights on mergers and acquisitions, significant acquisition or disposition of assets and
change of control, among others. This gives XD. Engineering Plastics Company Limited
significant voting power. Such voting power may enable XD. Engineering Plastics Company
Limited to block actions that may benefit the common stockholders thus reduce the value of
their holdings.
Existing shareholders
will experience dilution from the conversion of Series A Convertible Preferred Stock
Assuming the conversion of the 1,000,000
shares of convertible Series A Preferred Stock, the percentage ownership of the existing
shareholders who do not hold such shares of convertible Series A Preferred Stock will be
reduced. Such existing shareholders will experience subsequent dilution, however such
newly issued securities will not have rights, preferences and privileges senior to those
of the existing shareholders.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table lists, as of
January 7, 2009, the number of shares of common stock beneficially owned by (i) each
person or entity known to the Company to be the beneficial owner of more than 5% of the
outstanding common stock; (ii) each officer and director of the Company, and (iii) all
officers and directors as a group. Information relating to beneficial ownership of common
stock by our principal stockholders and management is based upon information furnished by
each person using beneficial ownership concepts under the rules of the
Securities and Exchange Commission. Under these rules, a person is deemed to be a
beneficial owner of a security if that person has or shares voting power, which includes
the power to vote or direct the voting of the security, or investment power, which
includes the power to vote or direct the voting of the security. The person is also deemed
to be a beneficial owner of any security of which that person has a right to acquire
beneficial ownership within 60 days. Under the Securities and Exchange Commission rules,
more than one person may be deemed to be a beneficial owner of the same securities, and a
person may be deemed to be a beneficial owner of securities as to which he or she may not
have any pecuniary beneficial interest. Except as noted below, each person has sole voting
and investment power.
The Certificate of Change to
effectuating the 124.1 to 1 reverse split of the issued and outstanding shares of common
stock, while correspondingly reducing the Companys authorized capital, was filed
with the Secretary of State of Nevada on January 6, 2009. As of such date, the Company had
110,000,000 shares of stock authorized, of which 100,000,000 shares of common stock were
authorized, issued and outstanding and 10,000,000 shares of preferred stock were
authorized, of which 1,000,000 shares of Series A Preferred Stock were issued and
outstanding and 1,000,000 shares of Series B Preferred Stock were issued and outstanding.
There are no options or warrants
convertible into shares of Common Stock. There are 1,000,000 shares of convertible Series
A preferred stock of the Company convertible approximately 1:38.2 into 38,194,072 shares
of Common Stock of the Company.
9
Name and Address of
Beneficial Owner
(1)
|
|
Amount and Nature
of Beneficial
Ownership
(2)
|
|
Percentage
of Class
|
|
|
|
|
|
|
|
Paul Kelly
|
|
|
|
0
|
|
|
|
|
Craig Burton
|
|
|
|
0
|
|
|
|
|
Leonard Battaglia
|
|
|
|
0
|
|
All officers and directors
|
|
|
as a group (3 persons)
|
|
|
|
0
|
|
|
|
|
|
|
|
XD. Engineering Plastics Company Limited
|
|
|
|
405,864
|
|
|
50.36%
|
(3)
|
P.O. Box 957, Offshore Incorporations Centre
|
|
|
Road Town, Tortola, British Virgin Islands
|
|
|
(1)
|
Except
as otherwise noted, each shareholder's address is No. 9 Qinling Road, Yingbin Road
Centralized Industrial Park, Harbin Development Zone, Heilongjiang, China 150078.
|
(2)
|
Except
as otherwise noted, all shares are owned of record and beneficially.
|
(3)
|
XD
is the holder of 1,000,000 shares of convertible Series A preferred stock of the Company
convertible approximately 1:38.2 into 38,194,072 shares of Common Stock of the
Company. XD also is the holder of 1,000,000 shares of Series B Preferred Stock
which has voting power equivalent to 40% of the total
|
10
EXECUTIVE COMPENSATION
The following is a summary of the
compensation paid to our executive officers for the two years ending
December 31, 2007.
SUMMARY COMPENSATION TABLE
|
Name and Principal Position
|
Year
|
Salary
|
Bonus
|
Stock Awards
|
Option Awards
|
Nonequity Incentive Plan Compensation
|
Nonqualified Deferred Compensation Earnings
|
All Other Compensation
|
Total ($)
|
Paul Kelly
President
|
2006
|
$33,448
|
$0
|
$0
|
$0
|
0
|
$0
|
$0
|
$33,448
|
|
2007
|
$23,270
|
$0
|
$0
|
$0
|
0
|
$0
|
$0
|
$23,270
|
Craig Burton
|
2006
|
$0
|
$0
|
$0
|
$0
|
0
|
$0
|
$0
|
$0
|
|
2007
|
$0
|
$0
|
$0
|
$0
|
0
|
$0
|
$300
|
$300
|
11
The following is a summary of all
options, unvested stock and equity incentive plans for our Executive Officers for the
year ending December 31, 2007.
|
|
|
|
|
|
|
|
|
|
|
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
|
|
Option Awards
|
Stock Awards
|
Name
|
Number of Securities Underlying Unexercised Options Exercisable
|
Number of Securities Underlying Un-Exercised Options Un-Exercisable
|
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
|
Option Exercise Price
|
Option Expiration Date
|
Number of Shares or Units of Stock That Have Not Vested
|
Market Value of Shares or Units of Stock That Have Not Vested
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
|
Paul Kelly
|
0
|
0
|
0
|
N/A
|
N/A
|
0
|
0
|
0
|
0
|
Craig Burton
|
0
|
0
|
0
|
N/A
|
N/A
|
0
|
0
|
0
|
0
|
The following is a summary of the
compensation paid to our Directors for the period ending December 31, 2007.
|
|
|
|
|
|
|
|
DIRECTOR COMPENSATION
|
Name
|
Fees Earned or Paid in Cash
|
Stock Awards
|
Option Awards
|
Non-Equity Incentive Plan Compensation
|
Nonqualified Deferred Compensation Earnings
|
All Other Compensation
|
Total
|
Paul Kelly
|
23,270
|
0
|
0
|
0
|
0
|
0
|
23,270
|
Craig Burton
|
300
|
0
|
0
|
0
|
0
|
0
|
300
|
Leonard J. Battaglia
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
12
CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS
Other than as described in this
Information Statement, none of the following parties has, since the date of incorporation
of the Company, had any material interest, direct or indirect, in any transaction with the
Company or in any presently proposed transaction that has or will materially affect us:
|
|
any
of our directors or officers;
|
|
|
any
person proposed as a nominee for election as a director;
|
|
|
any
person who beneficially owns, directly or indirectly, shares carrying more than 10% of
the voting rights attached to our outstanding shares of common stock; or
|
|
|
any
relative or spouse of any of the foregoing persons who has the same house as such person.
|
INTEREST OF CERTAIN
PERSONS IN OR IN OPPOSITION TO MATTERS TO BE ACTED UPON
No director, executive officer,
associate of any officer or director or executive officer, or any other person has any
interest, direct or indirect, by security holdings or otherwise, in the Amendment to the
Articles of Incorporation or reverse split which is not shared by all other stockholders.
OTHER MATTERS
The Board knows of no other matters
other than those described in this Information Statement which have been approved or
considered by the holders of a majority of the shares of the Companys voting stock.
INVESTOR INFORMATION
All reports filed by the Company
with the SEC are available free of charge via EDGAR through the SEC website at
www.sec.gov. In addition, the public may read and copy materials filed by the Company
with the SEC at the SEC's public reference room located at 450 Fifth St., N.W.,
Washington, D.C. 20549. You can obtain information about the operation of the SEC's
Public Reference Room by calling the SEC at 1-800-SEC-0330.
13
IF YOU HAVE ANY QUESTIONS
REGARDING THIS INFORMATION STATEMENT AND/OR THE ARTICLES OF AMENDMENT, PLEASE CONTACT:
NB TELECOM, INC.
No. 9 Qinling Road,
Yingbin Road Centralized Industrial Park
Harbin Development Zone, Heilongjiang, China
150078
By Order of the Board of
Directors,
/s/ Jie Han
Jie Han
President
14
NB TELECOM, INC
INTRODUCTION TO
UNAUDITIED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL
STATEMENTS
On December 24, 2008, the Company
entered into an Agreement and Plan of Merger (the Agreement) by and among its
wholly owned acquisition subsidiary China XD Plastics Company Limited (the Merger
Sub), a Nevada corporation, Favor Sea Limited (Favor Sea), a corporation
formed under the laws of the British Virgin Islands, and the shareholders of Favor Sea
including the principal shareholder, XD. Engineering Plastics Company Limited
(XD), a British Virgin Islands corporation. Pursuant to the Agreement, the
Company acquired all of the outstanding capital stock of Favor Sea, through the Merger
Sub. Favor Sea is a holding company whose only asset, held through a subsidiary, is 100%
of the registered capital of Harbin Xinda Macromolecule Material Co., Ltd.
(Xinda), a limited liability company organized under the laws of the
Peoples Republic of China. In connection with the acquisition and in exchange for
the outstanding stock of Favor Sea the shareholders of Favor Sea received 50,367,778
shares of the common stock of the Company and 1,000,000 shares of convertible Series A
preferred stock of the Company, and XD individually received 1,000,000 shares of Series B
preferred stock of the Company (the Merger). Subsequent to the Merger and as a
direct consequence, the name of the Company was changed to China XD Plastics Company
Limited pursuant to Chapter 92A the Revised Nevada Statutes in connection with the
Merger. The 50,367,778 shares of common stock were converted into 805,802 shares post a
reverse stock split of 124.1:1 for 1 pursuant to Nevada Revised Statutes Section 78.207
for both the total number of authorized shares of common stock and the total number of
issued and outstanding shares of common stock. The 1,000,000 shares of convertible Series
A preferred stock of the Company are convertible into approximately 1:38.2 into 38,194,072
shares of the common stock of the Company. Assuming the conversion of the Series A
preferred stock of the Company, the shareholders of Favor Sea will own approximately 99%
of the Common Stock of the Company.
Immediately
before and in conjunction with the consummation of the Merger, the Parent will spin off
all of assets and liabilities to Sotech, Inc., a Georgia corporation so the only material
assets of the Parent following the Spin-off will be the ownership of the Merger Sub.
Favor
Sea owns 100% of its subsidiaries, Favor Sea (US) Limited, a New York corporation, Hong
Kong Engineering Plastics Company Limited, a corporation established and existing in
China, which in turn owns 100% ownership interest in Harbin Xinda Macromolecule Material
Co., Ltd., a limited liability company established and existing in China.
The
acquisition will be accounted for as a reverse merger under the purchase method of
accounting since there was a change of control. Accordingly, Favor Sea will be treated as
the continuing entity for accounting purposes.
F-1
NB TELECOM, INC
INTRODUCTION TO
UNAUDITIED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The
accompanying unaudited pro forma condensed consolidated balance sheet has been presented
with consolidated subsidiaries at September 30, 2008. The unaudited pro forma condensed
consolidated statement of income for the nine months ended September 30, 2008 and for the
year ended December 31, 2007 has been presented as if the acquisition had occurred January
1, 2007.
The
unaudited pro forma condensed consolidated statements do not necessarily represent the
actual results that would have been achieved had the companies been combined at the
beginning of the year, nor may they be indicative of future operations. These unaudited
pro forma condensed financial statements should be read in conjunction with the
companies respective historical financial statements and notes included thereto.
F-2
NB TELECOM, INC
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER
30, 2008
|
NB TELECOM, INC
|
|
FAVOR SEA LIMITED
|
|
Adjustments
|
|
Notes
|
|
(1)
Pro
Forma
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
Cash and cash equivalents
|
|
|
$
|
|
|
$
|
2,167,016
|
|
|
|
|
|
|
|
$
|
2,167,016
|
|
Restricted Cash
|
|
|
|
|
|
|
4,388,872
|
|
|
|
|
|
|
|
|
4,388,872
|
|
Comissions and sales receivable, net
|
|
|
|
5,553
|
)
|
|
|
|
(5,553
|
)
|
|
a
|
|
|
|
|
|
Notes Receivable
|
|
|
|
|
|
|
831,522
|
|
|
|
|
|
|
|
|
831,522
|
|
Accounts receivable - net of allowance
|
|
|
for bad debts of $100,148 and $93,219,
|
|
|
respectively
|
|
|
|
|
|
|
16,623,310
|
|
|
|
|
|
|
|
|
16,623,310
|
|
Other receivables
|
|
|
|
|
|
|
3,420,543
|
|
|
|
|
|
|
|
|
3,420,543
|
|
Inventories
|
|
|
|
324
|
|
|
10,786,227
|
|
(324
|
)
|
|
a
|
|
|
|
10,786,227
|
|
Advances to suppliers
|
|
|
|
|
|
|
8,973,700
|
|
|
|
|
|
|
|
|
8,973,700
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
|
5,877
|
|
|
47,191,190
|
|
|
|
|
|
|
|
|
47,191,190
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and Equipment, Net
|
|
|
|
|
|
|
12,641,860
|
|
|
|
|
|
|
|
|
12,641,860
|
|
|
|
|
Other assets:
|
|
|
Intangible asset, net
|
|
|
|
|
|
|
250,271
|
|
|
|
|
|
|
|
|
250,271
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other assets
|
|
|
|
|
|
|
250,27
|
|
|
|
|
|
|
|
|
250,271
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
|
$
|
5,877
|
|
$
|
60,083,321
|
|
|
|
|
|
|
|
$
|
60,083,321
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
|
|
|
|
|
Current Liabilites
|
|
|
Short Term Loan
|
|
|
$
|
|
|
$
|
21,797,081
|
|
|
|
|
|
|
|
$
|
21,797,081
|
|
Notes Payable
|
|
|
|
119,214
|
|
|
9,867,597
|
|
(119,214
|
)
|
|
a
|
|
|
|
9,867,597
|
|
Accounts payable
|
|
|
|
190,588
|
|
|
1,560,312
|
|
(190,588
|
)
|
|
a
|
|
|
|
1,560,312
|
|
Other payable
|
|
|
|
2,166
|
|
|
3,175,438
|
|
(2,166
|
)
|
|
a
|
|
|
|
3,175,438
|
|
Accrued expenses
|
|
|
|
|
|
|
709,652
|
|
|
|
|
|
|
|
|
709,652
|
|
Tax payable
|
|
|
|
|
|
|
145,320
|
|
|
|
|
|
|
|
|
145,320
|
|
Due to shareholders
|
|
|
|
|
|
|
620,000
|
|
|
|
|
|
|
|
|
620,000
|
|
Deferred revenue
|
|
|
|
|
|
|
273,115
|
|
|
|
|
|
|
|
|
273,115
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
|
311,968
|
|
|
38,148,515
|
|
|
|
|
|
|
|
|
38,148,515
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' EQUITY (DEFICIT)
|
|
|
|
|
|
Common Stock, .0001 par value 100,000,000
|
|
|
shares authorized, 49,632,222 shares issued
|
|
|
and outstanding at September 30, 2008
|
|
|
|
4,963
|
|
|
|
|
|
|
|
|
|
|
|
4,963
|
|
|
|
|
Common Stock, $1 par value, 50,000 shares
|
|
|
authorized, 40,000 shares issued and
|
|
|
outstanding as of September 30, 2008
|
|
|
|
|
|
|
40,000
|
|
(40,000
|
)
|
|
b
|
|
|
|
|
|
|
|
|
Additional paid-in capital
|
|
|
|
501,474
|
|
|
2,443,066
|
|
(466,437
|
)
|
|
a,b
|
|
|
|
2,478,103
|
|
|
|
|
Accumulated other comprehensive income
|
|
|
|
|
|
|
1,650,186
|
|
|
|
|
|
|
|
|
1,650,186
|
|
|
|
|
Retained earnings
|
|
|
|
(812,528
|
)
|
|
17,801,554
|
|
812,528
|
|
|
a,b
|
|
|
|
17,801,554
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders' equity (deficit)
|
|
|
|
(306,091
|
)
|
|
21,934,806
|
|
|
|
|
|
|
|
|
21,934,806
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
|
|
$
|
5,877
|
|
$
|
60,083,321
|
|
|
|
|
|
|
|
$
|
60,083,321
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Represents reverse acquisition
showing the assets and liabilities of Favor Sea Only
See Notes to
unaudited Pro forma condensed consolidated financial statements
F-3
NB TELECOM, INC
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR NINE
MONTHS ENDED SEPTEMBER 30, 2008
|
NB TELECOM, INC
|
|
FAVOR SEA LIMITED
|
|
Adjustments
|
|
Notes
|
|
Pro
Forma
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REVENUES
|
|
|
$
|
9,522
|
|
$
|
55,802,003
|
|
$
|
(9,522
|
)
|
a
|
|
|
$
|
55,802,003
|
|
|
|
|
|
|
|
COST OF GOODS SOLD
|
|
|
|
10,329
|
|
|
41,880,768
|
|
|
(10,329
|
)
|
a
|
|
|
|
41,880,768
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GROSS PROFIT
|
|
|
|
(807
|
)
|
|
13,921,235
|
|
|
|
|
|
|
|
|
13,921,235
|
|
|
|
|
|
|
|
OPERATING EXPENSES
|
|
|
Research and development expense
|
|
|
|
|
|
|
557,746
|
|
|
|
|
|
|
|
|
557,746
|
|
Selling expense
|
|
|
|
|
|
|
241,823
|
|
|
|
|
|
|
|
|
241,823
|
|
General and adminstrative expenses
|
|
|
|
7,506
|
|
|
1,102,261
|
|
|
(7,506
|
)
|
a
|
|
|
|
1,102,261
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expense
|
|
|
|
7,506
|
|
|
1,901,830
|
|
|
|
|
|
|
|
|
1,901,830
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS) FROM OPERATIONS
|
|
|
|
(8,313
|
)
|
|
12,019,405
|
|
|
|
|
|
|
|
|
12,019,405
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME (EXPENSE)
|
|
|
Interest income (expense)
|
|
|
|
(13,805
|
)
|
|
(481,875
|
)
|
|
13,805
|
|
a
|
|
|
|
(481,875
|
)
|
Other income
|
|
|
|
|
|
|
25,665
|
|
|
|
|
|
|
|
|
25,665
|
|
Other expense
|
|
|
|
|
|
|
(100,881
|
)
|
|
|
|
|
|
|
|
(100,881
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Total other income and (expense)
|
|
|
|
(13,805
|
)
|
|
(557,091
|
)
|
|
|
|
|
|
|
|
(557,091
|
)
|
|
|
|
|
|
|
NET INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES
|
|
|
AND MINORITY INTEREST
|
|
|
|
(22,118
|
)
|
|
11,462,314
|
|
|
|
|
|
|
|
|
11,462,314
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PROVISION FOR INCOME TAX
|
|
|
|
|
|
|
24,411
|
|
|
|
|
|
|
|
|
24,411
|
|
|
|
|
|
|
|
NET INCOME (LOSS) APPLICABLE TO COMMON SHARES
|
|
|
$
|
(22,118
|
)
|
$
|
11,437,903
|
|
|
|
|
|
|
|
$
|
11,437,903
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER COMPREHENSIVE INCOME
|
|
|
|
|
|
|
1,031,080
|
|
|
|
|
|
|
|
|
1,031,080
|
|
|
|
|
|
|
|
COMPREHENSIVE INCOME
|
|
|
$
|
(22,118
|
)
|
$
|
12,468,983
|
|
|
|
|
|
|
|
$
|
12,468,983
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BASIC AND DILUTED INCOME (LOSS) PER SHARE
|
|
|
$
|
(0.00
|
)
|
$
|
285.95
|
|
$
|
(285.70
|
)
|
b
|
|
|
$
|
0.25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE NUMBER
|
|
|
OF COMMON SHARES
|
|
|
|
49,632,222
|
|
|
40,000
|
|
|
|
|
|
|
|
|
49,632,222
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Notes to
unaudited Pro forma condensed consolidated financial statements
F-4
NB TELECOM, INC
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2007
|
NB TELECOM, INC
|
|
FAVOR SEA LIMITED
|
|
Adjustments
|
|
Notes
|
|
Pro
Forma
|
|
|
REVENUES
|
|
|
$
|
71,291
|
|
$
|
34,177,415
|
|
$
|
(71,291
|
)
|
a
|
|
|
$
|
34,177,415
|
|
|
|
|
COST OF GOODS SOLD
|
|
|
|
63,570
|
|
|
27,829,973
|
|
|
(63,570
|
)
|
a
|
|
|
|
27,829,973
|
|
|
|
|
|
|
|
|
|
|
|
|
GROSS PROFIT
|
|
|
|
7,721
|
|
|
6,347,442
|
|
|
|
|
|
|
|
|
6,347,442
|
|
|
|
|
OPERATING EXPENSES
|
|
|
Research and development expense
|
|
|
|
|
|
|
189,329
|
|
|
|
|
|
|
|
|
189,329
|
|
Selling expense
|
|
|
|
|
|
|
131,772
|
|
|
|
|
|
|
|
|
131,772
|
|
General and adminstrative expenses
|
|
|
|
97,884
|
|
|
403,834
|
|
|
(97,884
|
)
|
a
|
|
|
|
403,834
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expense
|
|
|
|
97,884
|
|
|
724,935
|
|
|
|
|
|
|
|
|
724,935
|
|
|
|
|
NET INCOME (LOSS) FROM OPERATIONS
|
|
|
|
(90,163
|
)
|
|
5,622,507
|
|
|
|
|
|
|
|
|
5,622,507
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME (EXPENSE)
|
|
|
Interest income (expense)
|
|
|
|
(23,185
|
)
|
|
(152,684
|
)
|
|
23,185
|
|
a
|
|
|
|
(152,684
|
)
|
Other income
|
|
|
|
6,160
|
)
|
|
10,434
|
|
|
(6,160
|
)
|
a
|
|
|
|
10,434
|
|
Other expense
|
|
|
|
(2,398
|
)
|
|
(207,687
|
)
|
|
2,398
|
|
a
|
|
|
|
(207,687
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Total other income and (expense)
|
|
|
|
(19,423
|
)
|
|
(349,937
|
)
|
|
|
|
|
|
|
|
(349,937
|
)
|
NET INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES
|
|
|
AND MINORITY INTEREST
|
|
|
|
(109,586
|
)
|
|
5,272,570
|
|
|
|
|
|
|
|
|
5,272,570
|
|
|
|
|
|
|
|
|
|
|
|
|
PROVISION FOR INCOME TAX
|
|
|
|
735
|
|
|
|
|
|
(735
|
)
|
a
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS) APPLICABLE TO COMMON SHARES
|
|
|
$
|
(110,321
|
)
|
$
|
5,272,570
|
|
|
|
|
|
|
|
$
|
5,272,570
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER COMPREHENSIVE INCOME
|
|
|
|
|
|
|
482,932
|
|
|
|
|
|
|
|
|
482,932
|
|
|
|
|
COMPREHENSIVE INCOME
|
|
|
$
|
(110,321
|
)
|
$
|
5,755,502
|
|
|
|
|
|
|
|
$
|
5,755,502
|
|
|
|
|
|
|
|
|
|
|
|
|
BASIC AND DILUTED INCOME (LOSS) PER SHARE
|
|
|
$
|
(0.00
|
)
|
$
|
131.81
|
|
|
(131.70
|
)
|
b
|
|
|
$
|
0.12
|
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE NUMBER
|
|
|
OF COMMON SHARES
|
|
|
|
49,632,222
|
|
|
40,000
|
|
|
|
|
|
|
|
|
49,632,222
|
|
|
|
|
|
|
|
|
|
|
|
|
See Notes to
unaudited Pro forma condensed consolidated financial statements
F-5
NB TELECOM, INC
NOTES TO THE UNAUDITED
PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
The following unaudited pro forma
adjustments are included in the accompanying unaudited pro forma condensed consolidated
balance sheet as of September 30, 2008 and the unaudited pro forma condensed consolidated
statement of income for the nine months ended September 30, 2008 and for the year ended
December 31, 2007 to reflect the acquisition of Favor Sea by the Merger Sub and the
Parent:
|
a.
|
To
record the spin-off of the Parents assets and liabilities prior to the
reverse acquisition;
|
|
b.
|
These
adjustments reflect the recapitalization as a result of the transactions
related to the share exchange.
|
F-6
Appendix I
AMENDMENT TO ARTICLES
OF INCORPORATION
OF
NB TELECOM, INC.
NB Telecom, Inc., a corporation
organized and existing under the laws of the State of Nevada, hereby certifies asfollows:
1.
The name of the corporation is NB Telecom, Inc. The date of filing of its
original Articles of Incorporation with the Secretary of State was December 1,
2005.
2.
This Amended Articles of Incorporation amends the provisions of the Articles of
Incorporation of this corporation in full.
3.
The text of the Articles of Incorporation as amended and heretofore is hereby
amended to read as herein set forth in full:
ARTICLES OF
INCORPORATION
OF
NB TELECOM, INC.
I.
The
total number of shares of all classes which the Corporation has authority to issue is
550,000,000, of which 500,000,000 shares shall be designated as Common Stock
with a par value of $.0001 per share, and 50,000,000 shares shall be designated as
Preferred Stock with a par value of $.0001 per share.
The
designations and the preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications, and terms and conditions of
redemption of the shares of each class of stock are as follows:
A.
Preferred Stock
The
Preferred Stock may be issued from time to time by the Board of Directors as shares of one
or more series. The description of shares of Preferred Stock, including any preferences,
conversion and other rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption shall be as set forth in
resolutions adopted by the Board of Directors, and Articles of Amendment shall be filed as
required by law with respect to issuance of such Preferred Stock, prior to the issuance of
any shares of Preferred Stock.
The
Board of Directors is expressly authorized, at any time, by adopting resolutions providing
for the issuance of, dividing of such shares into series or providing for a change in the
number of, shares of any Preferred Stock and, if and to the extent from time to time
required by law, by filing Articles of Amendment which are effective without Shareholder
action to increase or decrease the number of shares included in the Preferred Stock, but
not below the number of shares then issued, and to set or change in any one or more
respects the designations, preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends, qualifications, or terms and conditions of
redemption relating to the shares of Preferred Stock. Notwithstanding the foregoing, the
Board of Directors shall not be authorized to change the rights of holders of the Common
Stock of the Corporation to vote one vote per share on all matters submitted for
shareholder action. The authority of the Board of Directors with respect to the Preferred
Stock shall include, but not be limited to, setting or changing the following:
|
1.
|
the
annual dividend rate, if any, on shares of Preferred Stock, the times of
payment and the date from which dividends shall be accumulated, if
dividends are to be cumulative;
|
|
2.
|
whether
the shares of Preferred Stock shall be redeemable and, if so, the
redemption price and the terms and conditions of such redemption;
|
|
3.
|
the
obligation, if any, of the Corporation to redeem shares of Preferred Stock
pursuant to a sinking fund;
|
|
4.
|
whether
shares of Preferred Stock shall be convertible into, or exchangeable
for, shares of stock of any other class or classes and, if so, the
terms and conditions of such conversion or exchange, including the
price or prices or the rate or rates of conversion or exchange and
the terms of adjustment, if any;
|
|
5.
|
whether
the shares of Preferred Stock shall have voting rights, in addition to
the voting rights provided by law, and, if so, the extent of such
voting rights;
|
|
6.
|
the
rights of the shares of Preferred Stock in the event of voluntary or
involuntary liquidation, dissolution or winding-up of the
Corporation; and
|
|
7.
|
any
other relative rights, powers, preferences, qualifications, limitations or
restrictions thereof relating to the Preferred Stock.
|
The
shares of Preferred Stock of any one series shall be identical with each other in all
respects except as to the dates from and after which dividends thereon shall cumulate, if
cumulative.
B
COMMON STOCK
Subject
to all of the rights of the Preferred Stock as expressly provide herein, by law or by the
Board of Directors pursuant to this Article I, the Common Stock of the Corporation shall
possess all such rights and privileges as are afforded to capital stock by applicable law
in the absence of any express grant of rights or privileges in the Corporations
Articles of Incorporation, including, but not limited to, the following rights and
privileges:
|
(1)
|
dividends
may be declared and paid or set apart for payment upon the Common
Stock out of any assets or funds of the Corporation legally available
for the payment of dividends;
|
|
(2)
|
the
holders of Common Stock shall have the unlimited right to vote for the
election of directors and on all other matters requiring stockholder
action, each share being entitled to one vote; and
|
|
(3)
|
upon
the voluntary or involuntary liquidation, dissolution or winding-up of the
Corporation the net assets of the Corporation available for
distribution shall be distributed pro rata to the holders of the
Common Stock in accordance with their respective rights and
interests.
|
II.
The
governing board of the corporation shall be styled as a Board of Directors,
and any member of said Board shall be styled as a Director.
The
number of members constituting the first Board of Directors of the corporation is three;
and the name and the post office box or street address, either residence or business, of
each of said members are as follows:
NAME
|
ADDRESS
|
Jie Han
|
c/o Harbin Xinda Macromolecule Material Co., Ltd., No. 9
Qinling Road, Yingbin Road Centralized Industrial Park,
Harbin Development Zone, Heilongjiang Province, P.R. China.
|
|
|
Qingwei Ma
|
c/o Harbin Xinda Macromolecule Material Co., Ltd., No. 9
Qinling Road, Yingbin Road Centralized Industrial Park,
Harbin Development Zone, Heilongjiang Province, P.R. China.
|
|
|
Junjie Ma
|
c/o Harbin Xinda Macromolecule Material Co., Ltd., No. 9
Qinling Road, Yingbin Road Centralized Industrial Park,
Harbin Development Zone, Heilongjiang Province, P.R. China.
|
The
number of directors of the corporation may be increased or decreased in the manner
provided in the Bylaws of the corporation; provided, that the number of directors shall
never be less than one. In the interim between elections of directors by stockholders
entitled to vote, all vacancies, including vacancies caused by an increase in the number
of directors and including vacancies resulting from the removal of directors by the
stockholders entitled to vote which are not filled by said stockholders, may be filled by
the remaining directors, though less than a quorum.
III.
The
personal liability of the directors of the corporation is hereby eliminated to the fullest
extent permitted by the General Corporation Law of the State of Nevada, as the same may be
amended and supplemented.
IV.
The
corporation shall, to the fullest extent permitted by the General Corporation Law of the
State of Nevada, as the same may be amended and supplemented, indemnify any and all
persons whom it shall have power to indemnify under said Law from and against any and all
of the expenses, liabilities, or other matters referred to in or covered by said Law, and
the indemnification provided for herein shall not be deemed exclusive of any other rights
to which those indemnified may be entitled under any Bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such a person.
V.
The
Board of Directors of the Corporation may, from time to time, and at its discretion, cause
the Corporation to purchase its own shares and such shares may be reissued by the
Corporation.
VI.
The
corporation reserves the right to amend, alter, change, or repeal any provision contained
in these Articles of Incorporation in the manner now or hereafter prescribed by statute,
and all rights conferred upon stockholders herein are granted subject to this reservation.
VII.
The
Board of directors is hereby authorized to take any and all actions without shareholder
approval, which are allowed by the General Corporation Law of the state of Nevada.
China XD Plastics (CE) (USOTC:CXDC)
過去 株価チャート
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China XD Plastics (CE) (USOTC:CXDC)
過去 株価チャート
から 6 2023 まで 6 2024