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
Check the appropriate box:
☐ |
Preliminary Information Statement |
¨ |
Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) |
☒ |
Definitive Information Statement |
|
WAVE SYNC CORP. |
|
(Name of Registrant as Specified in Charter) |
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) and 0-11.
(1) Title of each class of securities to
which transaction applies:
(2) Aggregate number of securities to which
transaction applies:
(3) Per unit price or other underlying value
of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which filing fee is calculated and state how
it was determined):
(4) Proposed maximum aggregate value of
transaction:
(5) Total fee paid:
o Fee
paid previously with preliminary materials.
o 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.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement
No.:
(3) Filing Party:
(4) Date Filed:
WAVE SYNC CORP.
40 Wall Street, 28th
Floor
New York, NY
1-646-512-5855
NOTICE OF STOCKHOLDER
ACTION
TO BE TAKEN WITHOUT
A MEETING
Dear Stockholders of Wave Sync Corp.:
The purpose of
this letter and the enclosed Information Statement is to inform you that the stockholders holding a majority of our issued
and outstanding shares of common stock, par value $0.001 per share (“Common Stock”) have executed written
consents in lieu of a meeting to approve an amendment to the Company’s Certificate of Incorporation, as amended (the
“Certificate of Incorporation”) to effect a reverse stock split at a ratio of one-for-twenty (the “Reverse
Stock Split”). We are effecting the Reverse Stock Split primarily to increase the number of shares available
for future issuance in connection with that certain Share Purchase Agreement with EGOOS Mobile Technology Company Limited and
its shareholder, dated October 19, 2015, as discussed further in the enclosed Information Statement.
On October 13,
2015, the Company’s board of directors and stockholders collectively holding approximately 70.5% of the Company’s outstanding
Common Stock executed a joint written consent approving the Reverse Stock Split. The joint consent we have received constitute
the only stockholder approval required for such items under the Delaware General Corporation Law (the “DGCL”) and the
Company’s existing Certificate of Incorporation, as amended, and its Amended and Restated Bylaws. Pursuant to Rule 14c-2
of the Securities Exchange Act of 1934, as amended, stockholder approval of the Reverse Stock Split will become effective on or
after November 10, 2015, which is 20 calendar days following the date we first mail the Information Statement to our stockholders. As
soon as practicable after such date, we intend to file a Certificate of Amendment to our Certificate of Incorporation with the
Secretary of State of Delaware effecting the Reverse Stock Split.
We are furnishing the
Information Statement to you solely to inform you of the approval of the Reverse Stock Split by the holders of a majority of the
Company’s issued and outstanding Common Stock. Section 228 of the DGCL requires that we notify you of these
approvals because they were obtained by written consent of stockholders in lieu of a meeting. This letter and the Information Statement
are intended to provide such notice. No action is required by you.
WE ARE NOT ASKING
YOU FOR A PROXY AND
YOU ARE REQUESTED
NOT TO SEND US A PROXY.
The Information Statement is for information
purposes only. Please read it carefully.
|
By
order of the Board of Directors |
|
|
|
/s/
Mei Yang |
|
Chairman
of the Board of Directors |
|
|
November 5, 2015 |
|
WAVE SYNC CORP.
40 Wall Street, 28th
Floor
New York, NY
1-646-512-5855
INFORMATION STATEMENT
PURSUANT TO SECTION
14(C) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
WE ARE NOT ASKING
YOU FOR A PROXY AND
YOU ARE REQUESTED
NOT TO SEND US A PROXY.
This
Information Statement (the “Information Statement”) is being mailed on or about November 9, 2015 to
the stockholders of record of Wave Sync Corp., a Delaware corporation (referred to herein as “we,”
“us,” “our,” or “the Company”), as of the close of business on October 16, 2015 (the
“Record Date”). This Information Statement is being furnished to you for information purposes only, to
inform you that holders of shares representing a majority of our issued and outstanding shares of common stock, par value
$0.001 per share (“Common Stock”) have adopted, by written consent, resolutions authorizing us to amend our
Certificate of Incorporation, as amended (the “Certificate of Incorporation”) to effect a reverse stock split at
a ratio of one-for-twenty (the “Reverse Stock Split”). We are effecting the Reverse Stock Split
primarily to increase the number of shares available for future issuance in connection with that certain Share Purchase
Agreement with EGOOS Mobile Technology Company Limited and its shareholder. See “Potential Change in Control” on
page 4 of this Information Statement.
Board of Directors and Consenting
Stockholders
On October 13, 2015,
our board of directors (the “Board”) unanimously adopted resolutions authorizing the Reverse Stock Split.
Section 228
of the Delaware General Corporation Law (the “DGCL”) provides that the written consent of the holders of the issued
and outstanding shares of voting capital stock, having not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon were present and voted, may be substituted for a
meeting. In order to eliminate the costs and management time involved in obtaining proxies and in order to effect the above
actions as early as possible to accomplish the purposes hereafter described, the Board elected to seek the written consent of
the holders of a majority of our issued and outstanding shares of voting capital stock to reduce the costs and implement the Reverse
Stock Split in a timely manner.
As of the Record
Date, there were issued and outstanding 98,405,005 shares of our Common Stock. These issued and outstanding shares of Common
Stock constitute our only voting securities and each stockholder is entitled to cast one vote for each share of Common Stock held
by the stockholder. On October 13, 2015, stockholders of the Company, who collectively own 70.5% of our Common Stock, consented
in writing to the Reverse Stock Split (the “Consenting Stockholders”). The following table sets forth the
names of the Consenting Stockholders, the number of shares of Common Stock held by the Consenting Stockholders with respect to
which such consent was given, the total number of votes for which consent was given by the Consenting Stockholders and the percentage
that such total number of votes represents out of the total votes which could be cast by all holders of Common Stock.
Name of the Consenting Stockholders |
|
Number of Shares of Common
Stock held |
|
|
Number of votes per share |
|
|
Number of
votes for
which
consent
was given |
|
|
Percentage
of all
votes
which could
be cast |
|
|
Affiliation |
Mei Yang |
|
|
40,000,000 |
|
|
|
1 |
|
|
|
40,000,000 |
|
|
|
40.6 |
% |
|
Chief Executive Officer and Chairman of the Board |
Zhenyu Wang |
|
|
7,532,945 |
|
|
|
1 |
|
|
|
7,532,945 |
|
|
|
7.7 |
% |
|
|
Ming Yi |
|
|
863,738 |
|
|
|
1 |
|
|
|
863,738 |
|
|
|
0.9 |
% |
|
Chief Financial Officer and Director |
PokKam Li |
|
|
1,000,000 |
|
|
|
1 |
|
|
|
1,000,000 |
|
|
|
1.0 |
% |
|
Director |
US New Media Holding Group Inc. |
|
|
20,000,000 |
|
|
|
1 |
|
|
|
20,000,000 |
|
|
|
20.3 |
% |
|
|
Total Stockholder Votes with respect to this consent |
|
|
|
|
|
|
|
|
|
|
69,396,683 |
|
|
|
70.5 |
% |
|
|
The actions described in this Information Statement
have been consented to by the Consenting Stockholders. Accordingly, the written consent executed by the Consenting Stockholders
pursuant to Section 228 of the DGCL and delivered to us is sufficient to approve the Reverse Stock Split, which includes the corresponding
amendments to our Certificate of Incorporation, and no further stockholder vote or other action is required.
Notice pursuant to Section 228 of the DGCL
Pursuant
to Section 228 of the DGCL, we are required to provide prompt notice of the taking of this corporate action without a meeting to
the stockholders who are entitled to vote and have not consented in writing to such action. This Information Statement is intended
to provide such notice.
The
entire cost of furnishing this Information Statement will be borne by us. We will request brokerage firms, nominees,
custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of our Common Stock
held of record by them and will reimburse such persons for their reasonable charges and expenses in connection therewith.
AMENDMENT TO CERTIFICATE
OF INCORPORATION
FOR
REVERSE STOCK SPLIT
In order to
effect the Reserve Stock Split, the Company will file with the Secretary of State of Delaware an amendment to our certificate of
incorporation to effect a reverse stock split at a ratio of one-for-twenty, as set forth in the form attached as Annex A, to this
Information Statement.
Purpose of the Reverse Stock Split Amendment
The Company
is expected to complete the Reverse Stock Split to increase the number of shares available for future issuance in
connection with that certain Share Purchase Agreement (the “Share Purchase Agreement”) with EGOOS Mobile
Technology Company Limited and its shareholder dated October 19, 2015. See “Potential Change in Control” on page
4 of this Information Statement.
Impact of the Reverse Stock Split
The immediate effect
of a Reverse Stock Split would be to reduce the number of shares of Common Stock outstanding, and to increase the trading price
of the Common Stock. However, the effect of any Reverse Stock Split upon the market price of the Common Stock cannot be predicted,
and the history of reverse stock splits for companies in similar circumstances is varied. The Company cannot assure you that the
trading price of the Common Stock after the Reverse Stock Split will rise in exact proportion to the reduction in the number of
shares of the Common Stock outstanding as a result of the Reverse Stock Split. The trading price of the Common Stock may change
due to a variety of other factors, including factors related to the Company’s business, and general market conditions.
Upon effectiveness of
the Reverse Stock Split, the number of shares of Common Stock held by each stockholder will be reduced by dividing the number of
shares held immediately before the Reverse Stock Split by twenty.
The Reverse Stock Split
will be realized simultaneously and in the same ratio for all of the Common Stock. The Reverse Stock Split will affect all holders
of Common Stock uniformly and will not affect any stockholder’s percentage ownership interest in the Company, except to the
extent that the Reverse Stock Split results in any of our stockholders owning a fractional share. As described below, holders of
Common Stock otherwise entitled to a fractional share of more than 0.5 shares as a result of the Reverse Stock Split will receive
an additional share in lieu of such fractional share. These additional shares will increase the number of post-Reverse Stock Split
holders of our Common Stock to the extent there are concurrently stockholders who would otherwise have received less than one share
of Common Stock after the Reverse Stock Split. In addition, the Reverse Stock Split will not affect any stockholder’s proportionate
voting power (subject to the treatment of fractional shares).
The Reverse Stock Split
may result in some stockholders owning “odd lots” of less than 100 shares of common stock. Odd lot shares may be more
difficult to sell, and brokerage commissions and other costs of transactions in odd lots are generally somewhat higher than the
costs of transactions in “round lots” of even multiples of 100 shares.
The Reverse Stock Split
will not change the number of authorized shares of Common Stock as designated by the Company’s Amended and Restated Certificate
of Incorporation. Therefore, because the number of issued and outstanding shares of Common Stock will decrease, the number of shares
of Common Stock remaining available for issuance will increase. The remaining authorized shares may be used for various purposes,
including, without limitation, issuance of Common Stock underlying that certain Acquisition Note (as defined below), raising capital,
providing equity incentives to employees, officers or directors, effecting stock dividends, establishing strategic relationships
with other companies and expanding our business through the acquisition of other businesses or products.
The table below
illustrates the effect, as of October 16, 2015, of a Reverse Stock Split at one for twenty on the shares of Common Stock outstanding
and the resulting number of shares of Common Stock available for issuance:
Reverse
Stock Split Ratio | |
Shares of Common
Stock Outstanding Before the Reverse
Stock Split | | |
Shares of
Common
Stock Outstanding
After the
Reverse
Stock Split | | |
Shares of
Common
Stock
Available for
Issuance
After the
Reverse
Stock Split | |
1:20 | |
| 98,405,005 | | |
| 4,920,250 | | |
| 95,079,750 | |
Procedure for Effecting the Reverse Stock
Split and Exchange of Stock Certificates
On the effective date
of the Reverse Stock Split, each certificate representing shares of the Common Stock before the Reverse Stock Split will be deemed,
for all corporate purposes, to evidence ownership of the reduced number of shares of Common Stock resulting from the Reverse Stock
Split. All options, warrants, convertible debt instruments (other than the Acquisition Note) and other securities will also be
automatically adjusted on the effective date.
The Company anticipates
that its transfer agent will act as the exchange agent for purposes of implementing the exchange of stock certificates. As soon
as practicable after the effective date, stockholders and holders of securities convertible into the Common Stock will be notified
of the effectiveness of the Reverse Stock Split. Stockholders of record will receive a letter of transmittal requesting
them to surrender their stock certificates for stock certificates reflecting the adjusted number of shares as a result of the Reverse
Stock Split. Persons who hold their shares in brokerage accounts or “street name” will not be required to
take any further actions to effect the exchange of their certificates. Instead, the holder of the certificate will be contacted.
No new certificates
will be issued to a stockholder until the stockholder has surrendered the stockholder’s outstanding certificate(s) together
with the properly completed and executed letter of transmittal to the exchange agent. Until surrender, each certificate representing
shares before the Reverse Stock Split will continue to be valid and will represent the adjusted number of shares based on the exchange
ratio of the Reverse Stock Split. Stockholders should not destroy any stock certificate and should not submit any certificates
until they receive a letter of transmittal.
Fractional Shares
Our Board does not currently intend
to issue fractional shares in connection with the Reverse Split. Therefore, we do not expect to issue certificates representing
fractional shares. In lieu of any fractional shares, we will issue to stockholders of record who would otherwise hold a fractional
share because the number of shares of Common Stock they hold before the Reverse Split is not evenly divisible by the Reverse Split
ratio that number of shares of Common Stock as rounded up to the nearest whole share. For example, if a stockholder holds 150.75
Common Stock following the Reverse Split, that stockholder will receive certificate representing 151 Common Stock. No stockholders
will receive cash in lieu of fractional shares.
Effect on Registration
Our Common Stock is currently
registered under the Securities Act of 1933, as amended, and we are subject to the periodic reporting and other requirements of
the Securities Exchange Act of 1934, as amended. The Reverse Stock Split will not affect the registration of our Common Stock.
Authorized Shares
When the Reverse Stock Split is
effected, the amendments to our Certificate of Incorporation will concurrently therewith maintain the authorized number of shares
of our Common Stock at 100 million. Accordingly, there will be no reduction in the number of authorized shares of our Common
Stock in proportion to the Reverse Split ratio. As a result, the proportion of shares owned by our shareholders relative to the
number of shares authorized for issuance will decrease and the additional authorized shares of Common Stock will be available for
issuance at such times and for such purposes as our Board may deem advisable without further action by our shareholders, except
as required by applicable laws and regulations.
In accordance with our Certificate
of Incorporation and Delaware law, our shareholders do not have any preemptive rights to purchase or subscribe for any of our unissued
or treasury shares.
Accounting Matters
The Reverse Stock Split
will not affect the par value of our Common Stock. As a result, on the effective date of the Reverse Stock Split the stated par
value capital on our balance sheet attributable to our Common Stock will be reduced and the additional paid-in capital account
will be credited with the amount by which the stated capital is reduced. The per-share net income or loss and net book value per
share of our Common Stock will be increased because there will be fewer shares of our Common Stock outstanding.
Federal Income Tax Consequences
The following is a summary
of material federal income tax consequences of the Reverse Stock Split and does not purport to be complete. It does not discuss
any state, local, foreign or minimum income or other tax consequences. Also, it does not address the tax consequences to holders
that are subject to special tax rules, including banks, insurance companies, regulated investment companies, personal holding companies,
foreign entities, nonresident alien individuals, broker-dealers and tax-exempt entities. The discussion is based on the provisions
of the United States federal income tax law as of the date hereof, which is subject to change retroactively as well prospectively.
This summary also assumes that the shares are held as a “capital asset,” as defined in the Internal Revenue Code of
1986, as amended (generally, property held for investment). The tax treatment of a stockholder may vary depending upon the particular
facts and circumstances of the stockholder. Each stockholder is urged to consult with the stockholder’s own tax advisor with
respect to the consequences of the Reverse Stock Split.
No gain or loss should
be recognized by a stockholder upon the stockholder’s receipt of shares pursuant to the Reverse Stock Split. The aggregate
tax basis of the shares received in the Reverse Stock Split would be the same as the stockholder’s aggregate tax basis in
the shares exchanged. The stockholder’s holding period for the shares would include the period during which the stockholder
held the pre-split shares surrendered in the Reverse Stock Split.
The Company’s
beliefs regarding the tax consequence of the Reverse Stock Split are not binding upon the Internal Revenue Service or the courts,
and there can be no assurance that the Internal Revenue Service or the courts will accept the positions expressed above. The state
and local tax consequences of the Reverse Stock Split may vary significantly as to each stockholder, depending upon the state in
which he or she resides.
Each stockholder should
consult his, her or its own tax advisor regarding the U.S. federal, state, local and foreign income and other tax consequences
of the Reverse Stock Split.
Potential Change in Control
On
October 19, 2015, the Company entered into a share purchase agreement (the “Share Purchase Agreement”) with EGOOS
Mobile Technology Company Limited, a British Virgin Islands business company (“EGOOS”), and the sole shareholder
of EGOOS (the “EGOOS Shareholder”) who owns all of the outstanding stock of EGOOS. Under the terms of the
Share Purchase Agreement, the Company will acquire from the EGOOS Shareholder 100% of EGOOS’ outstanding capital stock
in exchange for issuing a convertible note (“Acquisition Note”) to the EGOOS Shareholder, which is convertible
to 15,000,000 shares of Common Stock representing approximately 75% of the Common Stock then issued and outstanding upon
the conversion of the Acquisition Note on the post-Reverse Split basis (the “Acquisition”). At the
closing of the Acquisition, the EGOOS Shareholder will, on surrender of its certificate(s) representing the EGOOS shares
owned by it to the Company or the Company’s agent, be entitled to receive the Acquisition Note. The holder of the
Acquisition Note will have the right, exercisable at any time after 30 days following the issuance of the Acquisition Note
but prior to two year anniversary of the date of the Acquisition Note, at the noteholder’s election, to convert the
principal amount then outstanding into the Common Stock at $1.00 per share, provided that the Company has effected the
Reverse Stock Split.
INTEREST OF CERTAIN
PERSONS IN MATTERS TO BE ACTED UPON
Except in their capacity
as stockholders, none of our officers, directors or any of their respective affiliates has any interest in the Reverse Stock Split.
DISSENTERS’ RIGHTS
OF APPRAISAL
Under the DGCL, stockholders
are not entitled to dissenters’ rights of appraisal in connection with the Reverse Stock Split and the corresponding amendments
to the Company’s Certificate of Incorporation.
STOCKHOLDERS SHARING
AN ADDRESS
In accordance with
notices to many stockholders who hold their shares through a bank, broker or other holder of record (a “street-name stockholder”)
and share a single address, only one information statement is being delivered to that address unless contrary instructions from
any stockholder at that address were received. This practice, known as “householding,” is intended to reduce our printing
and postage costs. However, any such street-name stockholder residing at the same address who wishes to receive a separate copy
of this information statement, or any future notices and documents, may make such request by contacting the bank, broker or other
holder of record, or our offices by telephone at 1-646-512-5855, or by mail to 40 Wall Street, 28th Floor, New York, NY, Attention:
Xinqian Zhang. In addition, any such street-name stockholders residing at the same address who have received multiple copies of
this information statement and wish to receive a single copy of our annual reports, information statements and proxy materials
in the future may contact the bank, broker or other holder of record, or our offices at the contact information above.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth information as of October 16, 2015
regarding the beneficial ownership of our common stock with respect to (i) any person known to us on the basis of filings with
the Securities and Exchange Commission to be the beneficial owner of more than five percent (5%) of our Common Stock, (ii) each
of our directors, (iii) each of our named executive officers, and (iv) our directors and executive officers as a group. Unless
otherwise noted, each person has sole voting and investment power over the shares indicated below subject to applicable community
property law.
Name and Address of Beneficial Owner (1) | |
Amount and Nature of Beneficial Ownership (2) | | |
Percentage of Class (2) | |
Directors and Executive Officers | |
| | |
| |
Mei Yang, Director | |
| 40,000,000 | | |
| 40.6 | % |
Ming Yi, Chief Financial Officer and Director | |
| 863,738 | | |
| * | |
Zuyue Xiang, Chief Executive Officer and Director | |
| - | | |
| * | |
Xinqian Zhang, Director and Secretary | |
| - | | |
| * | |
PokKam Li, Director | |
| 1,000,000 | | |
| 1.0 | % |
Hongxia Zhao, Director | |
| - | | |
| * | |
Xiaoqiang Zuo, Director | |
| - | | |
| * | |
All directors and executive officers as a group (7 persons) | |
| 41,863,738 | | |
| 42.5 | % |
| |
| | | |
| | |
5% Holders | |
| | | |
| | |
Mei Yang | |
| 40,000,000 | | |
| 40.6 | % |
Zhenyu Wang | |
| 7,532,945 | | |
| 7.7 | % |
US New Media Holding Group Inc. (3) 86 Bowery St Ste
201, New York, NY 10013 | |
| 20,000,000 | | |
| 20.3 | % |
Nie Xingfeng Co., Ltd. (4) PO Box 957 Offshore
Incorporations Ctr, Road Town, Tortola, BVI | |
| 6,492,038 | | |
| 6.6 | % |
All 5% holders as a group (4 persons) | |
| 74,024,983 | | |
| 75.2 | % |
* |
Less than 1%. |
(1) |
Unless otherwise noted, the address is c/o 40 Wall Street, 28th Floor, New York, NY. |
(2) |
The securities "beneficially owned" by an individual are determined in accordance with the definition of "beneficial ownership" set forth in the regulations promulgated under the Exchange Act and, accordingly, may include securities owned by or for, among others, the spouse and/ or minor children of an individual and any other relative who resides in the same home as such individual, as well as other securities as to which the individual has or shares voting or investment power or which each person has the right to acquire within sixty (60) days through the exercise of options or otherwise. Beneficial ownership may be disclaimed as to certain of the securities. This table has been prepared based on 98,405,005 shares of common stock outstanding as of October 16, 2015. |
(3) |
Mr.
Xiaodong Wang is the 100% owner of this entity. |
(4) |
Mr.
Nie Xingfeng is the 100% owner of this entity. |
WHERE YOU CAN FIND
MORE INFORMATION
The Company files reports,
information statements and other information with the SEC as required by the Exchange Act. You may read and copy reports, information
statements and other information filed by the Company with the SEC at its public reference room located at 100 F Street, N.E.,
Washington, D.C. 20549-1004. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section,
100 F Street, N.E., Washington, D.C. 20549-1004. The Company files reports, information statements and other information electronically
with the SEC. You may access information on the Company at the SEC web site containing reports, information statements and other
information at http://www.sec.gov. This information statement describes the material elements of relevant contracts, exhibits and
other information attached as annexes or exhibits to this information statement. Information and statements contained in this information
statement are qualified in all respects by reference to the copy of the relevant contract or other document included as an annex
or exhibit to this document.
PROPOSALS BY
SECURITY HOLDERS
No security holder has asked the Company
to include any proposal in this Information Statement.
ANNEX A
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
FOR
REVERSE STOCK SPLIT
CERTIFICATE OF AMENDMENT
OF
THE CERTIFICATE OF INCORPORATION
OF
WAVE SYNC CORP.
Wave Sync Corp. (the “Corporation”),
organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”)
does hereby certify:
2. Article
FOURTH of the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”) is hereby
amended by deleting Article FOURTH in its entirety and replacing it with the following:
“4. The
aggregate number of shares of capital stock that the Corporation will have the authority to issue is one hundred million (100,000,000)
shares of common stock, par value $0.001 per share (the “Common Stock”).
(a) Reverse
Stock Split. Without regard to any other provision of this Certificate of Incorporation, each twenty (20) shares
of Common Stock of the Corporation, either issued and outstanding or held by the Corporation as treasury stock, immediately prior
to the time this amendment becomes effective shall be and is automatically reclassified and changed (without any further act)
into one (1) fully paid and nonassessable share of Common Stock of the Corporation without increasing or decreasing the amount
of stated capital or paid-in surplus of the Corporation, provided that no fractional shares or scrip representing fractions of
a share will be issued as a result of the reverse stock split, but, in lieu thereof, each fraction of a share that any stockholder
would otherwise be entitled to receive as a result of the reverse stock split will be rounded up to the nearest whole share.”
3. This
amendment of the Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Section
242 of the General Corporation Law of the State of Delaware.
IN WITNESS
WHEREOF, said Corporation has caused this certificate to be signed this 28th day of November, 2015.
|
WAVE
SYNC CORP. |
|
|
|
|
By: |
/s/
Zuyue Xiang |
|
Name: |
Zuyue Xiang |
|
Title: |
Chief
Executive Officer |
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