SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934
Check the appropriate box:
/X/ Preliminary Information Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
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/ / Definitive Information Statement
CHINA GLOBAL DEVELOPMENT, INC.
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(Name of Registrant As Specified In Its Charter)
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(1) Title of each class of securities to which transaction applies:
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(5) Total fee paid:
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CHINA GLOBAL DEVELOPMENT, INC.
Seventh District North
Chung-Ping Region
Beijing, PRC
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To be held on September 27, 2002
To the stockholders of China Global Development, Inc.
Notice is hereby given that a special meeting of stockholders of China
Global Development, Inc. will be held on September 27, 2002 at 10:00 a.m.4766
Holladay Blvd., Holladay, Utah 84117 for the following purposes:
Rescind the acquisition of Rainbow Light Global Corporation.
Common stockholders of record on the close of business on September 13,
2002 are entitled to notice of the meeting. All stockholders are cordially
invited to attend the meeting in person.
By Order of the Board of Directors,
/s/ Michael Zheng
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Michael Zheng
Chief Executive Officer and Director
August 27, 2002
CHINA GLOBAL DEVELOPMENT, INC.
Seventh District North
Chung-Ping Region
Beijing, PRC
INFORMATION STATEMENT
August 27, 2002
This Information Statement is furnished by the Board of Directors of China
Global Development, Inc. (the "Company") to provide notice of a special meeting
of stockholders of the Company which will be held on September 27, 2002.
The record date for determining stockholders entitled to receive this
Information Statement has been established as the close of business on September
13, 2002 (the "Record Date"). This Information Statement will be first mailed on
or about September 16, 2002 to stockholders of record at the close of business
on the Record Date. As of the Record Date, there were outstanding 17,106,248
shares of the Company's Common Stock. The holders of all outstanding shares of
Common Stock are entitled to one vote per share of Common Stock registered in
their names on the books of the Company at the close of business on the Record
Date.
The presence at the annual meeting of the holders of a majority of the
outstanding shares of Common Stock entitled to vote at the annual meeting is
necessary to constitute a quorum. The Board of Directors is not aware of any
matters that are expected to come before the special meeting other than that
referred to in this Information Statement.
The matter scheduled to come before the special meeting requires the
approval of a majority of the votes of the shares outstanding. Michael Zheng and
persons affiliated with him own 15,000,000 shares or 87.68%, of our Common
Stock, and will be able to approve the matter presented in this Information
Statement.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
Proposal 1
Rescind the acquisition of Rainbow Light Global Corporation
Background
On February 7, 2002, China Global Development, Inc. (the "Company")
acquired all of the issued and outstanding shares of Rainbow Light Corporation
("Rainbow"), a British Virgin Islands corporation in exchange for 15,000,000
shares of the Company's commo stock. Rainbow owns 95% of the issued and
outstanding shares of Beijing Baxian Real Estate Development Company Ltd.
("Baxian"), a People's Republic of China corporation engaged in real estate
development and marketing.
Rationale:
When the acquisition was made, Baxian was selling its inventory of homes
and generating substantial earnings and cash flow. However, Baxian's real estate
projects have been substantially completed and both its earnings and cash flow
have, for all practical purposes ceased. In addition, Baxian is unable to begin
any new real estate projects without a substantial cash infusion, something it
has been unable to obtain and which the Company is unable to provide within the
time frame required by Baxian. Because of this dilemma, Baxian, Rainbow and the
Company have had entensive discussions as to the future course of the Company.
Based upon their discussions and upon mutual agreement of the Board of Directors
of each company, the parties believe that it is in their mutual best interest to
rescend the acquisition of Rainbow and cancel the 15,000,000 shares of the
Company previously issued to the shareholders of Rainbow. The Company believes
that following the recission, it will be able to find a new company to aquire,
or with which to merge.
A second and equally compelling reason to rescind the transaction is the
difficulty that the Company has had in obtaining timely financial information on
Baxian. This has already impacted the trading of the Company's shares twice
since Rainbow was acquired, an "E" has been placed on the Comany's trading
symbol. Not only does this impact trading in the Company's shares, but
shareholders and investors are unable to obtain timely information on the
Company to make informed investment decisions.
An affirmative vote of all outstanding shares of common stock of the
Company is required for approval of this proposal. Michael Zheng and persons
affiliate with him own 15,000,000 shares, or 87.68% of the shares outstanding
and will be able to approve this approval. Therefore, abstentions, non-votes or
votes against will have no effect on the outcome of this proposal. The Board of
Directors recommendeds a yes vote on this proposal.
Other Matters
The Board of Directors does not intend to bring any other matters before
the Special Meeting and has not been informed that any other matters are to be
presented by others.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Michael Zheng
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Michael Zheng
Chief Executive Officer and Director
August 27, 2002