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:
[ ] Preliminary Proxy Statement
[ ]
Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive
Additional Materials
[ ] Soliciting Material Pursuant to §240.14a
-12
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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Title of each class of securities to which transaction
applies:
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Aggregate number of securities to which transaction
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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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Date Filed:
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China GengSheng Minerals, Inc.
No.88 Gengsheng Road, Dayugou
Town, Gongyi
Henan, Peoples Republic of China 451271
August 2, 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.
Sincerely yours,
/s/Shunqing Zhang
Shunqing
Zhang
Chief Executive Officer
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 (the Company), 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 Companys common
stock under Section 12(g) of the Exchange Act of 1934, as amended (the
Exchange Act) and to suspend the Companys 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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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.
By Order of the Board of
Directors,
/s/ Xiangyang
Zhang
Xiangyang Zhang
Secretary
Henan, Peoples Republic of China
August 2, 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.
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:
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 subject to meeting certain conditions, 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 August 2, 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
26,803,044 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 August 1, 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.
Name & Address of
Beneficial Owner
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Office, if Any
Officers and
Directors
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Title of
Class
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Amount &
Nature of
Beneficial
Ownership
(1)
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Percent of
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 August 1, 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 April 26, 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 343 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 and we meet the requirements for filing Form 15.
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:
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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.
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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 affiliate 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 2nd day of August, 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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