UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE 14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant
to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
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[X]
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Preliminary Proxy Statement
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[ ]
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Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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CHINA GENGSHENG MINERALS,
INC.
(Name of Registrant as Specified In Its
Charter)
_______________________________________________________
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X]
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No fee required.
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[ ]
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Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which
transaction applies:
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Aggregate number of securities to which
transaction applies:
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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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(5)
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Total fee paid:
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Fee paid previously with preliminary
materials:
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Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(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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Filing Party:
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(4)
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Date Filed:
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China GengSheng Minerals, Inc.
No.88 Gengsheng Road, Dayugou
Town, Gongyi
Henan, Peoples Republic of China 451271
[ ], 2013
Dear Stockholder:
On behalf of the Board of Directors, I cordially invite you to
attend the Special Meeting of Stockholders of China GengSheng Minerals, Inc.,
which will be held at No.88 Gengsheng Road, Dayugou Town, Gongyi, Henan,
Peoples Republic of China 451271, on September 2, 2013, commencing at 10 a.m.,
local time. The matters to be acted upon at the meeting are described in the
attached Notice of Special Meeting of Stockholders and Proxy Statement.
Your vote on the business to be considered at the meeting is
important, regardless of the number of shares you own. Whether or not you plan
to attend the meeting, please complete, sign and date the accompanying proxy
card and promptly return it in the enclosed prepaid envelope prior to the
meeting so that your shares may be represented at the meeting. Returning the
proxy card does not deprive you of your right to attend the meeting and to vote
your shares in person.
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Sincerely yours,
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/s/Shunqing
Zhang
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Shunqing Zhang
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Chief Executive Officer
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CHINA GENGSHENG MINERALS, INC.
No. 88 Gengsheng
Road
Dayugou Town, Gongyi, Henan
Peoples Republic of
China 451271
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE
HELD ON SEPTEMBER 2, 2013
Notice is hereby given that the Special Meeting of Stockholders
(Special Meeting) of China GengSheng Minerals, Inc., a Nevada corporation,
will be held on Monday, September 2, 2013, at 10 a.m., local time, at No.88
Gengsheng Road, Dayugou Town, Gongyi, Henan, Peoples Republic of China 451271,
for the following purposes:
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1.
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To consider and vote upon a proposal to voluntarily
withdraw the Companys common stock from listing on the NYSE MKT by
submitting a written notice to the NYSE MKT of its intention to withdraw
and subsequently a Form 25 and subject to meeting certain conditions, to
file with the SEC a Form 15 to terminate the registration of the Company's common
stock under Section 12(g) of the Exchange Act of 1934, as amended (the
Exchange Act) and to suspend the Company's duty to file reports under the Exchange
Act; and
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To transact such other business as may properly come
before the meeting or any adjournment thereof.
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The Board of Directors has fixed the close of business on
August 1, 2013 as the record date (Record Date) for determining the
stockholders entitled to notice of, and to vote at, the Special Meeting or any
adjournments. A list of such stockholders will be available for inspection by
any stockholder during ordinary business hours at our principal place of
business at No. 88 Gengsheng Road, Dayugou Town, Gongyi, Henan, Peoples
Republic of China 451271, for the ten day period preceding the Special Meeting.
The stockholder list also will be available for inspection by any stockholder at
the time and place of the Special Meeting. Please mark, sign and date the
enclosed proxy card and mail it promptly in the accompanying envelope.
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By Order of the Board of Directors,
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/s/ Xiangyang
Zhang
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Xiangyang Zhang
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Secretary
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Henan, Peoples Republic of
China
[ ], 2013
IMPORTANT
Whether or not you expect to attend the Special Meeting,
please complete, sign and date the enclosed proxy card and return it in the
envelope provided. In the event you attend the Special Meeting, you may revoke
your proxy and vote your shares in person.
Important Notice Regarding the Availability of Proxy
Materials for the Special Meeting to Be Held on September 2, 2013:
Our proxy statement and proxy card are available at
www.proxyvote.com.
Voting By Telephone or Internet. Please call the toll-free
telephone number on the proxy card (800-690-6903) and follow the recorded
instructions; or access our secure website registration page through the
Internet (at
www.proxyvote.com
) , as identified on the
proxy card and follow the instructions, using the unique control number printed
on the proxy card.
CHINA GENGSHENG MINERALS, INC.
No. 88 Gengsheng
Road
Dayugou Town, Gongyi, Henan
Peoples Republic of
China
(86) 371-64059818
PROXY STATEMENT
SPECIAL MEETING OF
STOCKHOLDERS
TO BE HELD ON MONDAY, SEPTEMBER 2, 2013
GENERAL INFORMATION
The Board of Directors of China GengSheng Minerals, Inc., a
Nevada corporation (we, us, our or the Company), is furnishing this
Proxy Statement to the holders of its common stock, in connection with its
solicitation of proxies for use at the Special Meeting of Stockholders (the
Special Meeting) to be held at No.88 Gengsheng Road, Dayugou Town, Gongyi,
Henan, Peoples Republic of China 451271, at 10 a.m., local time, on Monday,
September 2, 2013, and at any and all adjournments thereof. You may obtain
directions to the location of the Special Meeting by visiting
www.gengsheng.com/SpecialMeeing
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Our principal executive offices are located at No.88 Gengsheng
Road, Dayugou Town, Gongyi, Henan, Peoples Republic of China 451271 and our
telephone number is (86) 371-64059818.
Purpose of the Special Meeting
At the Special Meeting, our stockholders will be asked to
consider and vote upon the following matters:
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1.
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To consider and vote upon a proposal to voluntarily
withdraw our common stock from listing on the NYSE MKT by
submitting a written notice to the NYSE MKT of our intention to withdraw
and subsequently a Form 25 and to file with the SEC a Form 15 to terminate
the registration of our common stock under Section 12(g) of the Exchange
Act and to suspend our duty to file reports under the Exchange Act;
and
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2.
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To transact such other business as may properly come
before the meeting or any adjournment thereof.
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Revocation of Proxies
A proxy delivered pursuant to this solicitation is revocable at
the option of the person giving it at any time before it is exercised. A proxy
may be revoked, prior to its exercise, by executing and delivering a later dated
proxy, by delivering written notice of the revocation of the proxy to the
Secretary of China GengSheng Minerals, Inc. prior to the Special Meeting or by
attending and voting at the Special Meeting. Attendance at the Special Meeting,
in and of itself, will not constitute a revocation of a proxy. Unless previously
revoked, the shares represented by the enclosed proxy will be voted in
accordance with the stockholders directions if the proxy card is duly executed
and returned prior to the Special Meeting. If no directions are specified, the
shares will be voted in accordance with the recommendation of the Board of
Directors and the discretion of the named proxies on other matters brought
before the Special Meeting.
This Proxy Statement and the enclosed proxy card are first
being released to stockholders on or about [ ], 2013.
Dissenters Right of Appraisal
Holders of shares of our common stock do not have appraisal
rights under Nevada law or under the governing documents of the Company in
connection with this solicitation.
Solicitation of Proxies
We will bear the expense of preparing, printing and mailing
this Proxy Statement and soliciting the proxies we are seeking. In addition to
the use of the mails, proxies may be solicited by our officers, directors and
employees, in person or by telephone, e-mail or facsimile transmission. We also
will request brokerage firms, banks, nominees, custodians and fiduciaries to
forward proxy materials to the beneficial owners of the underlying shares as of
the Record Date and will reimburse the cost of forwarding the proxy materials in
accordance with customary practice. Your cooperation in promptly completing,
signing and returning the enclosed proxy card will help to avoid additional
expense.
Outstanding Shares, Voting Rights and Quorum
Our common stock is the only class of securities entitled to
vote at the Special Meeting. The close of business on August 1, 2013 has been
fixed as the record date (Record Date) for the determination of our
stockholders entitled to notice of, and to vote at, the Special Meeting. Only
stockholders of record at the close of business on the Record Date will be
entitled to notice of, and to vote at, the Special Meeting. As of the Record
Date, we had outstanding [ ] shares of common
stock. Each outstanding share of common stock entitles the holder to one vote on
all matters submitted to the stockholders. There is no cumulative voting.
The holders of a majority of the shares of our common stock
issued and outstanding and entitled to vote at the Special Meeting, present in
person or by proxy, will constitute a quorum. Both abstentions and broker
non-votes will be treated as present for purposes of determining a quorum. A
broker non-vote, however, does not count as a vote in favor of or against a
particular proposal for which the broker has no discretionary voting authority.
Broker non-votes are votes that brokers holding shares of record for their
customers (i.e., in street name) are not permitted to cast under applicable
stock market regulations because the brokers have not received instructions (or
have received incomplete instructions) from their customers as to certain
proposals, and, therefore, the brokers have advised us that they lack voting
authority.
Required Votes for Each Proposal to Pass
Assuming the presence of a quorum at the Special Meeting:
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Broker
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Discretionary
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Proposal
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Vote Required
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Vote Allowed
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Voluntary withdrawal of our common stock from listing on
the NYSE MKT by submitting a written notice to the NYSE MKT of our
intention to withdraw and subsequently a Form 25 and subject to meeting
certain conditions, the filing with the SEC of a Form 15 to terminate the
registration of our common stock under Section 12(g) of the Exchange Act
and to suspend our duty to file reports under the Exchange Act
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A majority of the votes cast
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Yes
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Voting Procedures
With regard to each of the proposals, you may vote in favor of
each proposal or against each proposal, or in favor of some proposals and
against others, or you may abstain from voting on any or all of the proposals.
You should specify your respective choices on the accompanying proxy card or
your vote instruction form.
Delivery of Proxy Materials to Households
Only one copy of this proxy statement is being delivered to
multiple stockholders sharing an address unless we have received contrary
instructions from one or more of the stockholders.
We will deliver promptly upon written or oral request a
separate copy of this proxy statement upon such request. If you share an address
with at least one other stockholder, currently receive one copy of our annual
report and proxy statement at your residence, and would like to receive a
separate copy of our annual report and proxy statement for future stockholder
meetings of the Company, please specify such request in writing and send such
written request to China GengSheng Minerals, Inc., No.88 Gengsheng Road, Dayugou
Town, Gongyi, Henan, Peoples Republic of China 451271, Attention: Secretary,
Telephone: (86) 371-64059818.
If you share an address with at least one other stockholder and
currently receive multiple copies of annual report and proxy statement, and you
would like to receive a single copy of annual report and proxy statement, please
specify such request in writing and send such written request to China GengSheng
Minerals, Inc., No.88 Gengsheng Road, Dayugou Town, Gongyi, Henan, Peoples
Republic of China 451271, Attention: Secretary, Telephone: (86) 371-64059818.
Interest of Officers and Directors in Matters to Be Acted
Upon
None of our officers or directors has any interest in any of
the matters to be acted upon at the Special Meeting.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth information regarding beneficial
ownership of our common stock as of July 15, 2013 (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 GengSheng International, No. 88 Gengsheng Road,
Dayugou Town, Gongyi, Henan, China 451271.
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Amount &
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Office, if Any
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Nature of
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Name & Address of
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Officers and
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Beneficial
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Percent of
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Beneficial Owner
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Directors
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Title of Class
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Ownership
(1)
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Class
(2)
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Shunqing Zhang
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Chief Executive
Officer,
Chairman of the Board
and President
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Common Stock,
$0.001
par value
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15,231,748
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56.83%
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Shuxian Li
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Interim Chief
Financial
Officer
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Common Stock,
$0.001
par
value
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0
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*
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Jeffrey Friedland
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Independent
Director
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Common Stock,
$0.001
par value
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0
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*
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Jingzhong Yu
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Independent Director
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Common Stock,
$0.001
par
value
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0
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*
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Ningsheng Zhou
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Director
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Common Stock,
$0.001
par value
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0
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*
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Hsin-I Lin
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Independent Director
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Common Stock,
$0.001
par value
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0
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*
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All officers and directors as a group (6 persons named
above)
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Common Stock,
$0.001
par value
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15,231,748
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56.83%
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* 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 the
shares of our common stock.
2
As of July 15, 2013, a total of 26,803,044 shares
of our common stock are considered to be outstanding pursuant to SEC Rule
13d-3(d)(1). For each beneficial owner above, any options exercisable within 60
days have been included in the denominator.
Changes in Control
There are no arrangements known to us, including any pledge by
any person of our securities, the operation of which may at a subsequent date
result in a change in control of our Company.
PROPOSAL ONE:
TO APPROVE AND RATIFY THE VOLUNTARY
WITHDRAWAL OF OUR COMMON STOCK
FROM LISTING ON THE NYSE MKT BY
SUBMITTING A WRITTEN NOTICE TO THE NYSE MKT
OF OUR INTENTION TO
WITHDRAW AND SUBSEQUENTLY A FORM 25 AND SUBJECT TO
MEETINGCERTAIN
CONDITIONS, THE FILING WITH THE SEC OF A FORM 15 TO TERMINATE
THE
REGISTRATION OF OUR COMMON STOCK UNDER SECTION 12(g) OF THE EXCHANGE ACT
AND TO SUSPEND OUR DUTY TO FILE REPORTS UNDER THE EXCHANGE
ACT
General
Our stockholders are being asked to act upon a proposal to
approve and ratify the voluntary withdrawal of our common stock from listing on
the NYSE MKT (MKT Delisting) by submitting a written notice to the NYSE MKT of
our intention to withdraw and subsequently a Form 25 and subject to meeting
certain conditions, the filing with the SEC of a Form 15 to terminate the
registration of our common stock under Section 12(g) of the Exchange Act and to
suspend our duty to file reports under the Exchange Act (Exchange Act
Deregistration). Our Board determined that the MKT Delisting and Exchange Act
Deregistration (collectively, Transactions) are in the best interest of the
Company and its stockholders and has unanimously approved the Transactions on
July 2, 2013. Our Board now directs that this proposal to approve and ratify
the Transactions be submitted to the stockholders for consideration and action.
The Transactions are not required to be submitted to a vote of
our stockholders for approval and ratification. However, we are submitting this
matter to the stockholders as a matter of good corporate governance and to
determine the wishes of our stockholders. Even if the Transactions are approved
and ratified, the Board may, in its discretion, elect not to proceed with the
Transactions if they subsequently determine it would not be in the best
interests of the Company and its stockholders to do so.
In the event of a negative vote on such approval and
ratification, our Board will consider the wishes of the stockholders but
reserves the right to proceed with one or both of the Transactions at its sole
and absolute discretion.
Our common stock is currently listed on the NYSE MKT. Pursuant
to Rule 12d2-2 of the Exchange Act and the NYSE MKT Rule 1010 (d), we may
voluntarily withdraw our common stock from listing on the NYSE MKT and terminate
its registration under Section 12(b) of the Exchange Act by filing a Form 25
with the SEC. We must give notice of our intention to file the Form 25 and issue
a press release announcing that intention ten days prior to filing the Form 25.
The delisting will become effective ten days after filing the Form 25 and the
actual termination of registration under Section 12(b) will become effective 90
days after filing the Form 25.
Our common stock is also currently registered under Section
12(g) of the Exchange Act. We are permitted to terminate such registration if
there are fewer than 300 record holders of outstanding shares of our common
stock. As of August 1, 2013, we had approximately
[ ] record holders of our common stock. We
intend to file a Form 15 to terminate the registration of our common stock under
Section 12(g) of the Exchange Act and to suspend our duty to file reports under
the Exchange Act as promptly as possible after the effective date of the Form
25.
Reasons for the Transactions
Our Board has decided that the costs of being a public
reporting company currently outweigh the benefits and, thus, it is no longer in
our best interests or the best interests of our stockholders for us to remain a
public reporting company. Our Board considered many factors in unanimously
approving the Transactions at this time, including the following:
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The nature and limited extent of the trading in our common stock as well
as the market value that the public markets are currently applying to us.
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The direct and indirect costs associated with listing of our common stock
on the NYSE MKT and the preparation and filing of our periodic reports with
the SEC, which we estimate at approximately $581,000 annually, consisting of
the following:
Legal fees
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$60,000
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Outside audit and Sarbanes-Oxley documentation consulting
fees
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$176,000
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Stock exchange and annual meeting expenses
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$32,000
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Edgar and XBRL filing fees
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$6,000
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Director fees
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$77,000
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Director and officer insurance
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$140,000
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Accounting and finance personnel expenses
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$90,000
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The fact that many other typical advantages of being a public company,
including enhanced access to capital and the ability to use equity securities
to acquire other businesses, are not currently sufficiently available to us to
justify such costs.
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The current level of analyst coverage and limited liquidity for our common
stock under current and reasonably foreseeable market conditions.
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The ability of our management to focus on long-term growth without an
undue emphasis on short-term financial results.
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We have had increasing difficulty obtaining financing, notwithstanding
being a publicly reporting company.
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The Companys current financial condition has made it imperative for the
Company to seek ways to reduce expenses. Due to our recent losses, together
with the worldwide economic downturn and the general lack of credit even for
companies with strong balance sheets and positive operating results, our
difficulties in obtaining financing are increasing. We may not be successful
in obtaining necessary financing on acceptable terms, if at all.
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Our Board does not presently intend to raise capital through sales of
securities in a public offering or to acquire other businesses or entities
using stock as consideration. Accordingly, we are not likely to make use of the advantages for raising capital, effecting acquisitions
or other purposes that our status as a reporting company may offer.
In light of these factors, our Board reasonably believes that
we should voluntarily withdraw the listing of our common stock on the NYSE MKT
and file a Form 15 to terminate the registration of our common stock under
Section 12(g) the Exchange Act and to suspend our duty to file reports under the
Exchange Act.
Effects of the Transactions
Upon shareholder approval of the Transactions, we will submit a
notice to the NYSE MKT of our intent to withdraw our common stock from listing
and publish notice of such intention via a press release. We will then file with
the SEC a Form 25 in order to effect the voluntary delisting of our common stock
from the NYSE MKT, no fewer than ten days after the date of notice. Our common
stock will be delisted from NYSE MKT ten days after the filing of the Form 25
and we anticipate our common stock will be quoted on the OTC markets following
the delisting from the NYSE MKT.
Subject to meeting certain conditions, we will file a Form 15
to terminate registration of our common stock under Section 12(g) of the
Exchange Act and to suspend our duty to file reports under the Exchange Act at
least ten days after the date the Form 25 is filed. Following the termination of
registration of our common stock under Section 12(g) of the Exchange Act which
becomes effective 90 days after filing of the Form 15, our obligation to file
periodic and other filings with the SEC will be suspended. Specifically, many of
the provisions of the Exchange Act will no longer applicable to us, including
the short-swing profit provisions of Section 16, the proxy solicitation rules
under Section 14 and the stock ownership reporting rules under Section 13. In
addition, we will no longer be required to have our financial statements
audited, our officers will no longer be required to certify to the accuracy of
our financial statements, and shareholders may be deprived of the
ability to dispose of their common stock under Rule 144 promulgated under the
Securities Act.
We will no longer incur external auditor fees, consulting and
legal fees related to being a public company, including expenses related to
compliance, planning, documentation and testing, in connection with the internal
controls provisions of Section 404 of the Sarbanes-Oxley Act of 2002. We may
incur annual audit fees as a private company although the costs of such services
have yet to be determined. Additionally, such delisting and termination will
eliminate the Companys obligation to publicly disclose sensitive, competitive
business information.
Termination of registration and suspension of our duty to file
reports under the Exchange Act will substantially reduce the information which
we will be required to furnish to our shareholders under the Exchange Act. Our
shareholders will have access to our corporate books and records to the extent
provided by the Nevada Revised Statutes, and to any additional disclosures
required by our directors and officers fiduciary duties to us and our
shareholders.
Our Board anticipates that we will continue to have our common
stock quoted on the OTC Markets; however, liquidity is likely to be limited due
to the fact that we will no longer file the reports required by the Exchange
Act.
The Board of Directors recommends a vote FOR the voluntary
withdrawal of our common stock from listing on the NYSE MKT by submitting a
written notice to the NYSE MKT of our intention to withdraw and subsequently a
Form 25 and subject to meeting certain conditions, the filing of a Form 15 to
terminate registration of our common stock under Section 12(g) of the Exchange
Act and to suspend our duty to file reports under the Exchange Act.
OTHER MATTERS
Management knows of no other matters to come before the meeting
other than those referred to in the notice of meeting. However, should any other
matters properly come before the meeting, the shares represented by the proxy
solicited hereby will, on a poll, be voted on such matters in accordance with
the best judgment of the persons voting the shares represented by the proxy.
APPROVAL AND CERTIFICATION
The contents of this proxy statement have been approved and
this mailing has been authorized by our Board.
Where information contained in this proxy statement rests
specifically within the knowledge of a person other than the Company, and that
person has provided the information to the Company, the Company has relied upon
information furnished by such person.
The foregoing contains no untrue statement of material fact and
does not omit to state a material fact that is required to be stated or that is
necessary to make a statement not misleading in the light of the circumstances
in which it was made.
Dated this [ ]th day of
[ ], 2013
BY ORDER OF THE BOARD OF DIRECTORS
/s/Shunqing
Zhang
Shunqing Zhang
Chairman of the Board
Chief Executive Officer and
President
China Gengsheng Minerals (CE) (USOTC:CHGS)
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