<PAGE>
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 (AMENDMENT NO. )
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 Rule 14a-11(c) or Rule 14a-12
CENTROCK INCORPORATED
- -----------------------------------------------------------------------------
(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/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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
the filing fee is calculated and state how it was determined):
--------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------------
/ / Fee paid previously with preliminary materials:
/ / 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:
--------------------------------------------------------------------
<PAGE>
CENTROCK, INC.
c/o Christopher George
157 South Howard, Suite 600
Spokane, WA 99201
April 24, 2000
To: Stockholders of Centrock, Inc.
Dear Stockholder:
You are cordially invited to attend a Special Meeting of Stockholders
of Centrock, Inc., a Nevada corporation ("Centrock"), to be held at the
offices of Centrock, at 157 South Howard, Suite 600, Spokane, WA 99201 on
Tuesday, May 16, 2000, at 1:30 p.m., Pacific Time.
At this Special Meeting, you will be asked to consider and vote upon
the approval of (1) the Merger Agreement and Plan of Reorganization dated
March 27, 2000 by and among Centrock on the one hand, and Shenzhen Huading
Financial Information Holdings Company, Ltd., maintained under the law of the
People's Republic of China ("Holding"), Huading Financial Networks Limited,
incorporated under the laws of Hong Kong ("HFN"), and the shareholders of
HFN, on the other hand (the "Merger Agreement") and each of the transactions
contemplated thereby, whereby HFN will be merged with and into Centrock (the
"Merger") with Centrock as the surviving corporation (the "Surviving
Entity"), and (2) the change in the name ("Name Change") of Centrock
Incorporated to Huading Financial Networks, Inc. ("Huading Inc."), and (3)
the election of Li Shuzhong, Tian Aihua, Li Haidong, Shao Quan, and David Yue
as Directors of Centrock. The Merger Agreement calls for the issuance of an
aggregate of 10,000,000 shares of Centrock common stock, par value $0.001 per
share, in exchange for all the 169,400,000 ordinary shares issued and
outstanding of HFN. The Merger Agreement, and the transactions contemplated
thereby, are planned to be concluded as soon as possible after approval by
the shareholders of Centrock and HFN.
Centrock is a publicly-listed company, listed on the NASDAQ Over-The-
Counter Bulletin Board (the "OTC-BB") under the system "CCKI". It is subject
to the reporting requirements of the Securities Act of 1934, as amended, and
is required to file periodic reports with the Securities and Exchange
Commission. As of the close of the market on April 21, 2000, Centrock's
common stock has traded on the OTC Bulletin Board at a high of $7.00 and a
low of $5.00.
HFN is developing and executing a business plan to provide financial
news, on-line trading, and other commercial services via the internet to
securities investors in China
The Board of Directors of Centrock has carefully reviewed and
considered the terms and conditions of the proposed Merger and the Merger
Agreement. A copy of the Merger Agreement is attached hereto as Exhibit A.
The Board of Directors of Centrock has unanimously approved the Merger and
the Merger Agreement and recommends that the stockholders of Centrock vote
FOR approval of the Merger, the name change, and the election of Li Shuzhong,
Tian Aihua, Li Haidong, Shao Quan, and David Yue as Directors.
While the Board of Directors of Centrock is confident that the
Surviving Entity can incorporate the assets of both companies and develop the
HFN Business Plan, there can be no assurance that the combined entity will in
fact be able to do so. Therefore, Centrock shareholders are urged to read
the enclosed Proxy Statement and the Merger Agreement, attached as Exhibit A,
and to carefully consider the description of the prospective business,
including the information under "Risks of HFN's Prospective Business" in the
Proxy Statement.
Enclosed is a Notice of Special Meeting, a Proxy Statement, a Proxy
Card, and a Consent and Waiver of Notice for the Special Meeting. Please
give this information your careful attention. They provide a detailed
description of the proposed transactions. Approval by a majority of the
shares of Centrock Common Stock entitled to vote at the Special Meeting is
required for approval of the Merger. Receipt of signed Consent and Waiver of
Notice representing 100% of the issued and outstanding shares of Centrock is
required for approval of the Merger. Accordingly, your vote is important, no
matter how large or how small your holdings.
In view of the importance of the action to be taken, we urge you to
complete, sign, and date the enclosed proxy card and to return it promptly in
the enclosed envelope, whether or not you plan to attend the Special Meeting.
To expedite this transaction, we request that you sign and return the
enclosed "Consent and Waiver of Notice", by facsimile (fax), at your earliest
convenience.
Sending in your proxy now will not interfere with your right to attend
the Special Meeting or to vote your shares personally at the Special Meeting
if you wish to do so. However, the merger will be approved upon receipt by
the Company of the "Consent and Waiver of Notice" signed by shareholders
representing over 100% of the issued and outstanding shares and no
shareholder meeting will then be held.
Sincerely,
/s/ Christopher A. George
-------------------------
Christopher A. George, President
<PAGE>
CENTROCK, INC.
c/o Christopher George
157 South Howard, Suite 600
Spokane, WA 99201
--------------------------------------------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF
CENTROCK, INC.
TO BE HELD ON MAY 15, 2000
--------------------------------------------
April 24, 2000
To the Stockholders of Centrock, Inc.:
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of
Centrock, Inc., a Nevada corporation ("Centrock") will be held at the offices
of Centrock, at 157 South Howard, Suite 600, Spokane, WA 99201 on Tuesday,
May 16, 2000, at 1:30 p.m. Pacific Time, for the following purposes:
1. For stockholders of Centrock to consider and vote upon a proposal
to approve the Merger Agreement and Plan of Reorganization dated March 27,
2000 by and among Centrock on the one hand, and Shenzhen Huading Financial
Information Holdings Company, Ltd., maintained under the law of the People's
Republic of China ("Holding"), Huading Financial Networks Limited,
incorporated under the laws of Hong Kong ("HFN"), and the shareholders of
HFN, on the other hand (the "Merger Agreement") and each of the transactions
contemplated thereby, whereby HFN will be merged with and into Centrock (the
"Merger") with Centrock as the surviving corporation (the "Surviving
Entity"). The Merger Agreement calls for the issuance of an aggregate of
10,000,000 shares of Centrock common stock, par value $0.001 per share, in
exchange for all the 169,400,000 ordinary shares issued and outstanding of
HFN;
2. For stockholders of Centrock to consider and vote upon a proposal
to approve a change in the name ("Name Change") of Centrock Incorporated to
Huading Financial Networks, Inc. ("Huading Inc."). The proposed Name Change
will provide association of the post-merger company with Huading Inc.'s
business name.
3. For stockholder of Centrock to consider and vote upon a proposal
to approve of the election of of Li Shuzhong, Tian Aihua, Li Haidong, Shao
Quan, and David Yue as Directors of Centrock;
4. To transact such other business as may properly come before the
Special Meeting of Stockholders of Centrock or any adjournment thereof.
Only stockholders of record at the close of business on April 25, 2000
are entitled to receive notice of and to vote at the Special Meeting or any
adjournments thereof. Approval of the Merger, the Merger Agreement and the
transactions contemplated thereby, and the proposed Directors requires the
affirmative vote of the holders of a majority of the shares of Centrock
Common Stock entitled to vote at the Special Meeting of Stockholders of
Centrock.
Approval of the proposed Merger and Directors by way of the Consent and
Waiver of Notice requires approval by a 100% of the shareholders.
Dissenters' Rights for Plan of Exchange. Stockholders may be entitled
to assert certain Dissenters' Rights under Nevada Corporate Code, Chapter
92(a), sections 300-500. Please see Attachment B, which sets forth the
Nevada Corporate Code (Chapter 92(a), section 300-500) applicable to
Appraisal Rights.
THE BOARD OF DIRECTORS OF CENTROCK RECOMMENDS THAT YOU VOTE FOR
APPROVAL OF THE MERGER, THE MERGER AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED THEREBY, AND THE PROPOSED DIRECTORS.
By Order of the Board of Directors of Centrock, Inc.,
/s/ Christopher A. George
-----------------------
Christopher A. George
President of Centrock, Inc.
WE URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS
POSSIBLE WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON. IF
YOU DO ATTEND THE SPECIAL MEETING, YOU MAY THEN WITHDRAW YOUR PROXY IF YOU
WISH. THE PROXY MAY BE REVOKED AT ANY TIME PRIOR TO ITS EXERCISE.
TO EXPEDITE THIS TRANSACTION, WE REQUEST THAT YOU SIGN AND RETURN THE
ENCLOSED "CONSENT AND WAIVER OF NOTICE" AT YOUR EARLIEST CONVENIENCE. THE
CONSENT AND WAIVER MAY NOT BE REVOKED. IF THE MERGE IS APPROVED BY WAY OF THE
"CONSENT AND WAIVER OF NOTICE" NO SHAREHOLDER MEETING WILL BE HELD.
<PAGE>
PROXY
CENTROCK, INC.
THIS IS YOUR PROXY CARD
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Christopher George, as proxy, with the
power to appoint his substitute, and hereby authorizes him to represent and
to vote, as designated on this proxy, all the shares of common stock of
Centrock, Inc., a Nevada corporation ("Centrock"), held by the undersigned at
the Special Meeting of Stockholders to be held on May 16, 2000, or any
adjournment thereof.
This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned stockholder. If no direction is made,
this proxy will be voted FOR APPROVAL OF PROPOSALS 1 THROUGH 4.
1. For stockholders of Centrock to consider and vote upon a proposal
to approve the Merger Agreement and Plan of Reorganization dated March 27,
2000 by and among Centrock on the one hand, and Shenzhen Huading Financial
Information Holdings Company, Ltd., maintained under the law of the People's
Republic of China ("Holding"), Huading Financial Networks Limited,
incorporated under the laws of Hong Kong ("HFN"), and the shareholders of
HFN, on the other hand (the "Merger Agreement") and each of the transactions
contemplated thereby, whereby HFN will be merged with and into Centrock (the
"Merger") with Centrock as the surviving corporation (the "Surviving
Entity"). The Merger Agreement calls for the issuance of an aggregate of
10,000,000 shares of Centrock common stock, par value $0.001 per share, in
exchange for all the 169,400,000 ordinary shares issued and outstanding of
HFN.
_____ FOR _____ WITHHOLD AUTHORITY
2. For stockholders of Centrock to consider and vote upon a proposal
to approve a change in the name ("Name Change") of Centrock Incorporated to
Huading Financial Networks, Inc. ("Huading Inc."). The proposed Name Change
will provide association of the post-merger company with Huading Inc.'s
business name.
_____ FOR _____ WITHHOLD AUTHORITY
3. For stockholders of Centrock to consider and vote upon a proposal
to approve the election of of Li Shuzhong, Tian Aihua, Li Haidong, Shao Quan,
and David Yue as Directors of Centrock.
_____ FOR _____ WITHHOLD AUTHORITY
4. Transact such other business as may properly come before the
Special Meeting or any adjournment thereof.
_____ FOR _____ WITHHOLD AUTHORITY
Dated:___________ _____________________________________
Signature
_____________________________________
Print Name(s)
_____________________________________
Signature if held jointly
PLEASE SIGN, DATE, AND RETURN YOUR PROXY CARD TO THE COMPANY:
CENTROCK, INC.
c/o Christopher George
157 South Howard, Suite 600
Spokane, WA 99201
AS SOON AS POSSIBLE. THANK YOU.
<PAGE>
CONSENT AND WAIVER OF NOTICE
CENTROCK, INC.
THIS IS A CONSENT AND WAIVER OF YOUR NOTICE OF MEETING
THIS CONSENT AND WAIVER OF NOTICE IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
The undersigned hereby Consents to the Merger, Name Change, and Board of
Director election recommendation of the Board of Directors of Centrock, Inc.,
a Nevada corporation ("Centrock"), as outlined in the Proxy Statement dated
April 24, 2000, and waives Notice of the Special Meeting of Stockholders to
be held on May 16, 2000.
This Consent and Waiver of Notice, when properly executed, will provide
written approval of (1) the proposed Merger between Centrock, on the one
hand, and Shenzhen Huading Financial Information Holdings Company, Ltd.,
maintained under the law of the People's Republic of China ("Holding"),
Huading Financial Networks Limited, incorporated under the laws of Hong Kong
("HFN"), and the shareholders of HFN, on the other hand, (2) the Name Change,
and (3) the election of the proposed Directors as recommended by the Centrock
Board in the Proxy Statement dated April 24, 2000 prior to the scheduled date
of the Special Meeting of Stockholders. If stockholders representing 100% of
the shares of Centrock sign and return the Consent and Waiver of Notice, the
merger will be approved as of the date that signed Consent and Waiver Forms
representing 100% of the issued and outstanding shares is received. If
stockholders representing 100% of the shares do not provide a signed Consent
and Waiver of Notice, the vote will be taken at the scheduled Special Meeting
of the Stockholders.
I hereby Consent to the Merger and Waive my right to Notice of the
Special Meeting of Stockholders scheduled for May 16, 2000. A signature
received by facsimile is sufficient to bind the signatory.
Dated:_________________ _________________________
Signature
________________________
Print Name(s)
_________________________
Signature if held jointly
PLEASE SIGN, DATE AND RETURN TO THE COMPANY:
CENTROCK, INC.
c/o Christopher George
157 South Howard, Suite 600
Spokane, WA 99201
Facsimile: (509) 448-4956
<PAGE>
CENTROCK, INC.
c/o Christopher A. George
157 South Howard, Suite 600
Spokane, WA 99201
PROXY STATEMENT
For Special Meeting of Stockholders of Centrock, Inc.
to be Held on May 16, 2000
This Proxy Statement is being furnished to the stockholders of
Centrock, Inc, a Nevada corporation ("Centrock"), in connection with the
solicitation of proxies by the Board of Directors of Centrock from holders of
outstanding shares of common stock of Centrock ("Centrock Common Stock") for
use at the Special Meeting of Centrock Stockholders.
The purpose of the Centrock Special Meeting is to consider and vote
upon the following:
1. For stockholders of Centrock to consider and vote upon a proposal
to approve the Merger Agreement and Plan of Reorganization dated March 27,
2000 by and among Centrock on the one hand, and Shenzhen Huading Financial
Information Holdings Company, Ltd., maintained under the law of the People's
Republic of China ("Holding"), Huading Financial Networks Limited,
incorporated under the laws of Hong Kong ("HFN"), and the shareholders of
HFN, on the other hand (the "Merger Agreement") and each of the transactions
contemplated thereby, whereby HFN will be merged with and into Centrock (the
"Merger") with Centrock as the surviving corporation (the "Surviving
Entity"). The Merger Agreement calls for the issuance of an aggregate of
10,000,000 shares of Centrock common stock, par value $0.001 per share, in
exchange for all the 169,400,000 ordinary shares issued and outstanding of
HFN;
2. For stockholders of Centrock to consider and vote upon a proposal
to approve a change in the name ("Name Change") of Centrock Incorporated to
Huading Financial Networks, Inc. ("Huading Inc."). The proposed Name Change
will provide association of the post-merger company with Huading Inc.'s
business name.
3. For stockholders of Centrock to consider and vote upon a proposal
to approve of the election of of Li Shuzhong, Tian Aihua, Li Haidong, Shao
Quan, and David Yue as Directors of Centrock.
4. To transact such other business as may properly come before the
Special Meeting of Stockholders of Centrock or any adjournment thereof.
All information contained in this Proxy Statement pertaining to Huading
Financial Networks Limited, a corporation duly formed under the laws of Hong
Kong ("HFN") and Shenzhen Huading Financial Information Holdings Company,
Ltd., maintained under the laws of the People's Republic of China
("Holdings") has been supplied by HFN and Holdings. All information
contained in this Proxy Statement pertaining to Centrock has been supplied by
Centrock. No person is authorized to give any information or to make any
representations other than those contained herein and, if given or made, such
information or representations must not be relied upon as having been
authorized. The delivery of this document shall under no circumstances
create an implication that there has been no change in the affairs of HFN,
Holdings, or Centrock since the date hereof or that the information herein is
correct as of any time subsequent to its date.
This Proxy Statement, the accompanying Notice of Meeting and the other
documents enclosed herewith are dated April 24, 2000 and are being first
mailed to the stockholders of Centrock on or about April 26, 2000.
THE ACQUISITION AGREEMENTS, THE PLAN OF EXCHANGE, AND THE SPECIAL MEETING
The following is a brief summary of certain information contained
elsewhere in this Proxy Statement and additional information concerning the
Special Meeting. It is not a complete description of all material
information regarding HFN or Centrock and the matters to be considered at the
Special Meeting and is qualified in all respects by the information appearing
elsewhere in this Proxy Statement and the Exhibits hereto. A copy of the
Merger Agreement is set forth as Exhibit A to this Proxy Statement and
reference is made thereto for a complete description of the terms of such
document.
The Special Meeting
The Special Meeting will be held at 1:30 p.m., local time, on Tuesday,
May 16, 2000, at the office of Centrock, at 157 South Howard, Suite 600,
Spokane, WA 99201. The purpose of the Special Meeting of Stockholders of
Centrock is to consider and vote upon approval of the Merger, the Merger
Agreement and the transactions contemplated thereby, the Name Change, and the
election of the proposed Directors. The Board of Directors of Centrock has
fixed the close of business on April 25, 2000, as the record date for
determining stockholders entitled to vote at the Special Meeting (the "Record
Date"). As of such date, there were 8,200,000 shares of common stock, par
value $0.001, of Centrock issued and outstanding and therefore entitled to be
voted at the Special Meeting, and there were approximately sixty stockholders
of record or through registered clearing agents.
The presence, in person or by proxy, of holders of 60% of the issued and
outstanding shares of Centrock Common Stock entitled to vote at the Special
Meeting is necessary to constitute a quorum at such Special Meeting.
The enclosed proxy is solicited on behalf of the Board of Directors of
Centrock for use in connection with the Special Meeting and any adjournments
thereof. Holders of Centrock Common Stock are requested to complete, date,
and sign the accompanying proxy and return it promptly to Centrock in the
enclosed envelope. Failure to return a properly executed proxy or to vote at
the Special Meeting will have the same effect as a vote against approval of
the Merger, the Merger Agreement and the transactions contemplated thereby.
A stockholder who has executed and delivered a proxy may revoke it at
any time before it is voted by giving a later written proxy or by giving
written revocation to Christopher George, provided such later proxy or
revocation is actually received by the Company before the vote of the
stockholders, or by voting in person at the Special Meeting. Any stockholder
attending the Special Meeting may vote in person whether or not a proxy has
been previously filed. The shares represented by all properly executed
proxies received in time for the Special Meeting, unless revoked, will be
voted in accordance with the instructions therein. If instructions are not
given, properly executed proxies received will be voted FOR approval of the
applicable agreements and any other proposal to be considered at the
applicable Special Meeting.
Centrock's management is not aware of any business to be acted upon at
the Special Meeting other than approval of the proposal to approve the
Merger, the Merger Agreement and the transactions contemplated thereby, the
Name Change, and the election of the proposed Directors. If other matters
are properly brought before the Special Meeting, or any adjournment thereof,
the enclosed proxy, if properly signed, dated and returned, will be voted in
accordance with the recommendation of the Board of Centrock, or, if there is
no such recommendation, in the discretion of the individuals named as proxies
therein.
In order to expedite this transaction, Centrock's Board has requested
that you sign and return, by mail or facsimile (FAX), the enclosed "Consent
and Waiver of Notice" at your earliest convenience.
Sending in your proxy now will not interfere with your right to attend
the Special Meeting or to vote your shares personally at the Special Meeting
if you wish to do so. However, the Consent and Waiver of Notice may not be
revoked. The Merger will be approved upon receipt by the Company of the
"Consent and Waiver of Notice" signed by shareholders representing 100% of
the issued and outstanding shares and no shareholder meeting will then be
held.
Background of and Reasons for the Merger; Recommendation of Board of
Directors.
Centrock, Inc. was incorporated in Nevada on October 20, 1998.
Centrock was formed in order to pursue a strategic business plan to exploit
the commercial viability of producing, bottling, and selling of a premium
bottled-water product.
Management used the intervening year to study the development and
business potential of producing, bottling, and selling of its premium bottled
water product. During 1999, the Company raised funds necessary to pay the
Company's filing and registration fees and other start-up related expenses,
by the sale of stock to investors.
During 1999, management pursued the potential of the Company's
development of its premium bottled water product based primarily on the
following factors; 1) the interest in bottled water has been increasing for
the past several years, with the increase between 1996 to 1997 increasing by
nearly 10%; 2) the Spokane aquifer provides a vast, unlimited source of pure,
clean water from the mountains of north Idaho; the founders' past involvement
in the sale and distribution of beverages.
The Company has initiated preliminary discussions with potential
distributors, wholesalers, retailers, and sources for its products, it had no
firm commitments or contracts for products and was largely unable to initiate
firm negotiations until such a time as the Company had raised sufficient
funding and had further developed its product. Management's estimate for
total setup for a water source and production facility was estimated to be in
the $250,000 to $500,000 range, depending upon the level of self-production
versus outside purchasing. Management had originally anticipated initial
implementation of its business plan to begin within the middle of 2000.
To date, management has been unsuccessful in raising the capital to
fund the setup of the bottling facility. The bottled water industry is highly
competitive with respect to price, packaging, advertising, and shelf-space
devoted by retailers, and as a result, it is more difficult than expected for
new companies entering the market. In addition, after much contention and
debate, the County Commissioners of Kootenai County, Idaho, recently voted to
allow Burlington Northern Railroad to build a large, regional refueling
facility on top of the aquifer "upstream" from the Company's potential source
for its water. There is a low, but certainly business-threatening
possibility of contamination from this facility. Further, there are numerous
well-established competitors, including national, regional, and area
companies, possessing substantially greater financial, marketing, and other
resources than the Company. This competitive environment, the potential of
contamination risk from the railroad's refueling facility, along with the
fact the Company does not have an operating history, and management's opinion
based on discussions with others within the industry seems to be the most
dominant reasons the Company has been unable to raise the capital it
requires.
Centrock effectively became a "Reporting Company" as defined by the
U.S. Securities and Exchange Commission (the "SEC") as of September 30, 1999
and was listed on the NASDAQ Over-the-Counter Electronic Bulletin Board
("OTC-BB") on or about February 8, 2000. Centrock has been unable to raise
the capital required to execute its business plan and during March of 2000,
HFN contacted Centrock regarding a proposed merger. HFN was interested in
merging with a publicly listed OTC-BB company.
In the Centrock Board's view, the proposed merger with HFN would allow
Centrock to combine efforts with HFN to develop the Business Plan throughout
the United States and the world. This planned Merger, if successful, is
meant to provide Centrock's stockholders with the potential for, although not
the assurance of, an increase in the value of their shares at some time in
the future.
The Merger. Centrock proposes to enter into a Merger Agreement with
HFN. The Merger Agreement provides that HFN will be merged with and into
Centrock, with Centrock as the surviving corporation (the "Surviving
Entity"). As consideration therefore, one (1) share of Centrock common
stock, par value $0.001 will be issued in exchange for each sixteen and
ninety-
four one-hundredths (16.94) shares of HFN common stock.
Centrock currently has issued and outstanding 8,200,000 shares of
common stock, $0.001 par value. HFN currently has issued and outstanding
169,400,000 shares of common. Centrock will acquire all the issued and
outstanding shares of HFN, effective the date of Closing, in exchange for
newly issued common shares of Centrock in a ratio of one (1) Centrock common
share for each sixteen and ninety-four one-hundredths (16.94) shares of HFN
common stock.
Exchange Ratio. The proposed exchange ratio shall be one (1) Centrock
common share for each sixteen and ninety-four one-hundredths (16.94) shares
of HFN common stock. The proposed new Board members for Centrock currently
own 52.0% of HFN. If the Merger is approved and effectively closed, the new
Board members will own approximately 39.4% of the Surviving Entity. While
the percentage ownership of the Centrock shareholders in the Surviving Entity
would be less than the percentage ownership currently held in Centrock (24.2%
vs. 34.8%), the ownership will be in an entity holding certain rights to the
access and distribution of financial market data from within the country of
China to the world.
The following table shows the number of issued and outstanding shares
of common stock, of HFN and Centrock Pre- Proposed Merger and Post-Proposed
Merger.
# of HFN # of Centrock # of Shares
Shares Held Shares Held Shares Held
Shareholder Pre-Merge Pre-Merge Post-Merge
- -------------- ------------ ------------- -----------
Christopher A. George (1) 0 3,750,000 0
Monte A. George (1) 0 1,250,000 0
Other Centrock Shareholders 0 3,200,000 3,200,000
Li Huadong (2) 30,492,000 0 1,800,000
Shenzhen Golden
Harvestment Co., Ltd. 15,246,000 0 900,000
Li Shuzhong (2) 5,082,000 0 300,000
Shenzhen Huading Financial
Information Holdings Co., Ltd. 38,115,000 0 2,250,000
David Yue (2) 33,880,000 0 2,000,000
Info-Power Investment Limited 5,082,000 0 300,000
Stellar Equity Limited 3,388,000 0 200,000
Chengdu Huatong Information
Consulting Co., Limited 12,705,000 0 750,000
Shao Quan (2) 10,164,000 0 600,000
Tian Aihua (2) 8,470,000 0 500,000
Huang Rong Ping 6,776,000 0 400,000
--------- ---------- ..---------
TOTAL 169,400,000 8,200,000 13,200,000
(1) The shares issued to the Founders of Centrock will be cancelled
upon the approval of the proposed merger.
(2) A proposed Director of the new Centrock Board.
Additional terms and conditions of the Merger are set forth below and
in the Merger Agreement, which is attached as Exhibit A. Shareholders of
Centrock are urged to review these items carefully.
There are certain conditions to the closing of the Merger before the
Merger will be consummated, including the completion of due diligence to each
party's satisfaction and the affirmative vote of the shareholders of Centrock
and HFN, and the transaction is not free from risk. There can be no
assurances that the Merger will be approved, or, if it is approved that the
Merger will be closed.
If the Merger is approved by the shareholders of both Centrock and HFN,
HFN will be merged with and into Centrock, a Nevada corporation, and HFN
shall cease to exist as a separate entity. If the Merger is not approved, or
if the Merger is not closed for whatever reason, HFN and Centrock will
continue to operate as separate corporations.
Vote Required. Approval of the Merger, the Merger Agreement, and the
transactions contemplated thereby, the Name Change, and the proposed
Directors will require the affirmative vote by Proxy of a majority of the
holders of the outstanding shares of Centrock Common Stock. Approval by
Consent and Waiver of Notice requires the affirmative vote of 100% of the
shareholders. The directors and officers of Centrock beneficially owned as of
the Record Date and are entitled to vote 5,000,000 of the total 8,200,000
issued and outstanding shares of Centrock Common Stock at the Special
Meeting. Thus directors and officers shares represent 61.0% of the
outstanding shares entitled to be voted. A failure to return the enclosed
proxy or a vote to abstain will have the same effect as a vote against
approval of the Plan of Exchange.
The consummation of the Merger also requires the approval of the Board
of Directors and a majority of the issued and outstanding shares of HFN. As
of the date of this Proxy Statement, the HFN Board has approved of the
Merger. The HFN Shareholders have approved of the Merger, the Merger
Agreement, and the transactions contemplated thereby.
Dissenters' Rights for Plan of Exchange. Stockholders may be entitled
to assert certain Dissenters' Rights under Nevada Corporate Code, Chapter
92(a), sections 300-500. Please see Attachment B, which sets forth the
Nevada Corporate Code (Chapter 92(a), section 300-500) applicable to
Appraisal Rights.
Expenses and Fees. The Merger Agreement provides that the surviving
entity will bear and pay all costs and expenses incurred by the parties in
connection with the transactions contemplated by the Merger and the Merger
Agreement, including fees and expenses of their respective accountants and
counsel, mailing fees, and transfer agent and related fees. It is expected
that the total of such expenses and fees will be approximately $20,000.
The Proposed Directors. The current directors of Centrock are
Christopher A. George and Monte A. George. In addition to being asked to
vote for approval of the Merger, the shareholders of Centrock are being asked
to vote for approval of a Board of Directors that would duplicate the current
Board of Directors of HFN (Li Shuzhong, Tian Aihua, Li Haidong, Shao Quan,
and David Yue).
Management After the Plan of Merger. Immediately before and
immediately after the closing of the Merger Agreement, assuming the nominated
directors are approved and the Merger is closed, the management of Centrock
will be as follows:
Centrock Pre-Merger:
Name Position
---- --------
Christopher A. George Director, President
Monte A. George Director, Secretary/Treasurer
Centrock Post-Merger:
Name Position
---- --------
Li Shuzhong Director, President, Chairman of the
Board
Tian Aihua Director
Li Huadong Director
Shao Quan Director
David Yue Director
It is anticipated that the Board may appoint additional officers and/or
directors as the appropriate candidates are identified.
A brief description of each of the proposed Directors is as follows:
Li Shuzhong. Mr. Shuzhong has his B.A. from Sichuan University and is the
founder of the first national securities newspaper, China Securities. He is
also the founder of Huading Financial Information Holding Co. Ltd. and is its
Chairman and President.
Tian Aihua. Ms. Aihua has her B.M. from China Medical University. She
participed in the founding of China Securities, where she acted as the Vice
General Manager in charge of operations. She is also a founder of Huading
Financial Information Holding Co. Ltd. and is its Vice Director and in charge
of the business operations for Huading Financial Network Ltd.
Shao Quan. Mr Qua holds a B.A. from Yunnan University and is the senior
editor of the Xinhua News Agency. He has also held the prior positions of Vice
Director of Xinhua News Agency, Beijing Division, Vice Chief Editor of Watcher
Weekly, and Vice Chief Editor of Xinhua News Agency Hong Kong Branch. He is
now the Chief Editor of Huading Financial Network, Ltd.
Messrs. Huadong and Yue are also businessmen familiar the Chinese
financial news and related information markets.
Management Compensation. HFN currently has no management compensation
agreements in place. The Merger Agreement does not call for any compensation
agreements to be signed.
Centrock's Current Ownership:
The following table sets forth-certain information regarding the
beneficial ownership of Centrock at the date hereof.
Name Shares Percentage
- ---- ------ ----------
Christopher A. George 3,750,000 45.7%
Monte A. George 1,250,000 15.2%
Other Shareholders 3,200,000 39.1%
Total 8,200,000 100.0%
DESCRIPTION OF Centrock, Inc.
The following information concerning HFN and its business has been
provided by HFN for inclusion in this Proxy Statement. This information is
confidential. The information contained herein does not purport to be all-
inclusive or to contain all the information that a prospective investor may
desire. This information contains statements that constitute "forward-
looking statements" within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995. Any statements that express or involve
discussions with respect to predictions, business strategy, budgets,
developments opportunities or projects, the expected timing of transactions
or other expectations, beliefs, plans, objectives, assumptions or future
events or performance are not statements of historical fact and may be
"forward-looking statements". Forward-looking statements are based on
expectations, estimates and projections at the time the statements are made
that involve a number of known and unknown risks and uncertainties which
could cause actual results or events to differ materially from those
anticipated by the HFN.
Summary
I. The Company and Its Goal
Shenzhen Huading Financial Network Company (hereinafter referred to as
the Network Company or HFN) is a subsidiary of Shenzhen Huading Financial
Information Holdings Co., Ltd. (hereinafter referred to as Huading
Financial). Huading Financial is an authorized institution under Xinhua News
Agency, which provides securities information service. It is one of the
first institutions authorized by China Securities Regulatory Commission to
provide consultant service to the investors in China, as well as a
professional securities consulting company with the longest history and
the biggest scale in mainland China. In order to take advantage of
Huading Financial and to catch the opportunity of Internet, Huading Financial
decided to establish the Network Company to quickly add additional value to
present resources.
The Network Company is positioned to provide first-class information and
commercial services to securities investors (enterprises and individuals)
in China. The goal is to build up the biggest securities gateway in China.
The basic business model is to provide authentic securities information,
develop on-line securities transactions, and form a professional Chinese
securities transaction website whose main business is securities transactions
and with additional information service.
II. The Market
The potential of China has been generally acknowledged by the world.
Although China is quite late for developing Internet, Internet growth is
rapid.
Securities investment needs current information and the ability to
transact quickly, and the Internet can aid in these needs. In the coming 2
or 3 years, on-line transaction may become one of the main methods of
securities transactions in China.
As on-line securities information and transaction are developing, on-
line advertisement also has great potential (including listed companies, real
estate, and high-class consuming goods etc.)
III. Background
The Network Company is backed by Huading Financial, and supported by
Xinhua News Agency, China Securities Regulatory Commission and China
Securities, and helped by the organizations as China Securities Association,
China Professional Committee for Investment Decision, Shanghai Stock Exchange
and Shenzhen Stock Exchange etc.
Huading Network has got support from many information providers,
audience, media, clients and branches such as China Securities, Huading
Financial TV & Broadcasting, Huading Poll of Bull and Bear, and Securities
Today Special Manuscript Line etc.
IV. Products and Services
Huading Network (website: www.chinahd.com) plans to realize six functional
systems step by step within 8 months. These six systems Huading Network will
provide Internet service of three layers to the securities investors in
China:
1. Securities Information Service (Securities Information Network:
Info,chinahd,com)
With quick, complete, authentic and accurate financial and securities
information, we will provide reports on the securities market and the related
fields to satisfy the demands of the investing public.
2. Securities Transaction Service (Securities Transaction Network:
trade.chinahd.com)
By offering secure transaction systems via the sub-website, we will provide a
highly efficient channel to the investors to do on-line transactions.
3. Securities Data Service (Securities Data Network: data.chinahd.com)
With price quotations, transaction information, and securities information
HFN will build a securities market database in China, providing valuable
market data to investors, as well as indexes and market analytical reports
reflecting market trends.
V. Marketing and Sales
The Network Company will define its goal market according to the features of
the securities investors, and develop markets and sates by making full use of
the unique sales method and profit-gaining channel of Internet, and combining
sharing of the online securities transaction charge.
Free Information and On-line Ads. By providing current and complete
free information, the company can expect a large number of browsers and
registered users to attract advertising customers.
Charge Information. We will provide professional information service
and analysis reports to specific users and charge for such services.
Sharing of On-line Transaction Charge. Cooperating with securities
transaction dealers, the company can share a certain percentage of charges
for on-line transactions.
ISP. By cooperating with ISP, the company can share a certain percentage
from the on-line information charges paid by Huading website browsers.
VI. Management
The Network Company has a group of managers who have securities information
business experience, as well as employees familiar with Internet business.
The employees of the company average 32 years old, and 80% of them are
university graduates or above. The company is also recruiting additional
professionals.
Risk Factors.
The business of the HFN ("HFN", "the Company" "Company") involves a number of
risks and uncertainties that could cause actual results to differ materially
from results projected in any forward-looking statement in this report. These
risks and uncertainties include the risks set forth below. HFN securities are
speculative, and investment in its securities involves a high degree of risk
and the possibility that the investor will suffer the loss of the entire
amount invested.
Limited Operating History; History of Losses; Increased Expenses.
The Company was organized in 1999 and therefore has only a limited operating
history upon which an evaluation of its business and prospects can be based.
The Company has not had any revenues since inception, it has never been
profitable, and there can be no assurance that, in the future, the Company
will be profitable on a quarterly or annual basis. In addition, the Company
plans to increase its operating expenses to expand its sales and marketing
operations, broaden its customer support capabilities, and increase its
administration resources. In view of the rapidly evolving nature of the
Company's business and market, and limited operating history, the Company
believes that period-to-period comparisons of financial results are not
necessarily meaningful and should not be relied upon as an indication of
future performance.
Need for Additional Financing.
Revenue from the Company's operations is not sufficient to finance the full
implementation of it business plan. Accordingly, the Company must raise
substantial additional funding. The Company expects to be able to meet its
financial obligations only for the next several months. There is no
assurance that, after such period, the Company will be able to secure
financing or that such financing will be obtained on terms favorable to the
Company. Failure to obtain adequate financing could result in significant
delays in the development of new products and/or services, postpone or limit
the entry into new markets, and/or require a substantial curtailment of its
operations. The Company will require additional working capital to complete
its business development activities and generate revenue adequate to cover
operating and other expenses.
Unpredictability of Future Revenues: Potential Fluctuations in Quarterly
Results.
As a result of the Company's lack of operating history and the nature of the
market in which it competes, the Company is unable to forecast its revenues
accurately. The Company's current and future expense levels are based largely
on its investment plans and estimates of future revenue and are to a large
extent fixed. Sales and operating results generally depend on the volume of,
timing of and ability to fulfill orders received, which are difficult to
forecast. The Company may be unable to adjust spending in a timely manner to
compensate for any unexpected revenue shortfall. Accordingly, any significant
shortfall in revenue in relation to the Company's planned expenditures would
have an immediate adverse affect on the Company's business, financial
condition and results of operations. Further, in response to changes in the
competitive environment, the Company may from time to time make certain
pricing, service, or marketing decisions that could have a material adverse
effect on the Company's business, financial condition, operating results, and
cash flows.
International Operations are Subject to Many Unforeseen Risks.
As a result of the international nature of the Company's business, it is
subject to many unforeseen and unpredictable risks, which may include:
- - Costs of customizing any services for foreign countries;
- - Protectionist laws and business practices favoring local competition;
- - Dependence upon the performance of local resellers and other strategic
partners;
- - Compliance with multiple, conflicting, and changing governmental laws and
regulations;
- - Longer sales and payment cycles;
- - Import and export restrictions and tariffs;
- - Difficulties in staffing and managing international operations;
- - Greater difficulty or delay in accounts receivable collection;
- - Foreign currency exchange rate fluctuations;
- - Multiple and conflicting tax laws and regulations; and,
- - Political and economic instability.
Developing Market; Unproven Acceptance of the Chinese Stock Market; and
Internet as a Medium for Tracking and Making Foreign Investments.
The Company's long-term viability is substantially dependent upon the
ability of the Company to make available to the masses in China the ability
to actively pursue investments in the various stock markets in China, and
entice and make easy the ability to make investments within China from
investors elsewhere in the world. China is only recently "opening" its
business markets to outsiders, so the thought of investing therein is a
relative new one to the rest of the world. As a result, there can be no
assurance that a sufficiently large number of customers will begin to use the
Company as its source for information. Demand and market acceptance for both
internal and external investment in China are subject to a high level of
uncertainty and there exists few proven business/investment models. The
Internet may not prove to be a viable medium of information because of
inadequate development of the necessary infrastructure, such as a reliable
network backbone, or delayed development of enabling technologies, such as
high-speed modems and high-speed communication lines. The Internet has
experienced, and is expected to continue to experience, significant growth in
the number of users and amount of traffic. There can be no assurance that
the Internet infrastructure will continue to be able to support the demands
placed on it by this continued growth. In addition, delays in the
development or adoption of new standards and protocols to handle increased
levels of Internet activity or increased governmental regulation could slow
or stop the growth of the Internet as a viable medium for learning and
education. Moreover, critical issues concerning the commercial use of the
Internet (including security, reliability, accessibility and quality of
service) remain unresolved and may adversely affect the growth of Internet
use or the attractiveness of subscribing to online financial content.
Because the exchange of information on the Internet is new and evolving,
there can be no assurance that the Internet will prove to be a viable medium
for financial information and investment. The failure to resolve critical
issues concerning the use of the Internet, the failure of the necessary
infrastructure to develop in a timely manner, or the failure of the Internet
to continue to develop rapidly as a viable medium of financial information
and investment, would have a material adverse effect on the Company's
business, financial condition, operating results, and cash flows.
Unproven Acceptance of the Company's Service.
The Company is currently in the early phases of its business plan that
includes expanding the staff, facilities, equipment, and network capabilities
further within China and throughout select areas of the world. The Company
will need to raise additional capital to expand its business plan. As a
result, it does not know if its service will be successfully accepted by the
financial industry. If the Company's services prove to be unsuccessful in
adding a value enhancement to the financial industry, or if it fails to
attain market acceptance, it would materially adversely affect the Company's
financial condition, operating results and cash flows.
Dependence on Key Personnel.
The Company's performance and future operating results are substantially
dependent on the continued service and performance of its senior management
and key technical and sales personnel. The Company intends to hire a
significant number of additional technical and sales personnel in the next
year. Competition for such personnel is intense, and there can be no
assurance that the Company can retain its key technical, sales, and
managerial employees or that it will be able to attract or retain highly
qualified technical and managerial personnel in the future. The loss of the
services of any of the Company's senior management or other key employees or
the inability to attract and retain the necessary technical, sales and
managerial personnel could have a material adverse effect upon the Company's
business, financial condition, operating results and cash flows. The Company
does not currently maintain "key man" insurance for any senior management or
other key employees.
Security and Privacy Issues.
The Company could be subject to litigation and liability if third parties
were able to penetrate the Company's network security or otherwise
misappropriate its clients information/records. It could also include claims
for other misuses of client information/records, such as for unauthorized
marketing purposes. The Company could incur additional expenses and be
required to change its current practices if new regulations regarding the use
of personal information are adopted or should government agencies choose to
investigate its privacy practices.
Furthermore, the Company's computer servers and switching system may be
vulnerable to computer viruses, physical or electronic break-ins, and similar
disruptions. The Company may need to expend significant additional capital
and other resources to protect against a security breach or to alleviate
problems caused by any breaches. There can be no assurance that the Company
can prevent or remedy all security breaches. If any of these breaches occur,
the Company could lose clients.
Competition.
The financial information and services market in which the Company plans to
operate is very competitive. Many competitors have substantially greater,
financial, technical, marketing, and distribution resources than the Company.
In all of its potential markets, the Company competes against a large number
of companies of varying sizes and resources. This competition may result in a
loss of potential clients, reduction in sales or additional price
competition, any of which could have a material adverse effect on the
Company's operating results. In addition, existing competitors may continue
to broaden their product lines and potential competitors, including large
financial information and service companies, may enter or increase their
focus on the Chinese market, resulting in greater competition for the
Company. Most of the Company's current and potential competitors have
substantially longer operating histories, larger customer bases, greater name
recognition, and significantly greater financial, marketing and other
resources than the Company. In addition, competitors may be acquired by,
receive investments from or enter into other commercial relationships with
larger, well-established and well-financed companies as the use of the
Internet and other online services increases. Many of the Company's
competitors may be able to respond more quickly to changes in customer
preferences, devote greater resources to marketing and promotional campaigns,
develop more advanced information systems, adopt more aggressive pricing and
devote substantially more resources to Internet site and systems development
than the Company.
It is possible that new competitors or alliances among competitors may emerge
and rapidly acquire market share. Increased competition may result in reduced
operating margins, loss of market share, and a diminished view of the
Company, any one of which could materially adversely affect the Company's
business, results of operations, and financial condition. There can be no
assurance that the Company will be able to compete successfully against
current or future competitors or alliances of such competitors, or that
competitive pressures faced by the Company will not materially adversely
affect its business, financial condition, operating results, and cash flows.
Uncertainty of Business Model.
It is uncertain whether the Company's service will be an attractive value
added service to the global financial services industry or that the Company
will be able to generate significant revenue in order to cover the cost of
developing and marketing its service. Even if the Company is successful in
establishing operations with its proposed services, it is uncertain whether
it will be able to establish itself within the financial services industry.
Risks of Potential Government Regulation and Other Legal Uncertainties
Relating to Foreign Investment Services.
The Company is not certain how its business may be affected by the
application of existing laws governing issues such as copyrights, encryption
and other intellectual property issues, and taxation. It is possible that
future applications of these laws to the Company's business could reduce
demand for its services or increase the cost of doing business as a result of
litigation costs or increased service costs.
Intellectual Property Rights.
The Company's success may be dependent on its ability to protect its
intellectual property rights. The Company will likely rely principally on a
combination of patent, copyright, and trade secret laws, non-disclosure
agreements, and other contractual provisions to establish and maintain its
proprietary rights.
As part of its confidentiality procedures, the Company will generally enter
into nondisclosure and confidentiality agreements with each of its key
employees, consultants, and business partners and limits access to and
distribution of its technology, documentation, and other proprietary
information. In particular, the Company has entered into non-disclosure
agreements with each of its employees and business partners. Despite the
Company's efforts to protect its intellectual property rights, unauthorized
third parties, including competitors, may from time to time copy or reverse
engineer certain portions of the Company's technology and use such
information to create competitive products.
Additional Risks of Centrock's Business.
Risks of Acquisition. A Merger Agreement has been signed between HFN
and Centrock. There are, however, conditions precedent to the Closing of the
Merger, including, but limited to, the completion of due diligence to each
party's satisfaction and approval by the shareholders of HFN and Centrock,
which may or may not be fulfilled or completed. Accordingly, there can be no
assurances that the Merger will in fact be consummated.
Reporting Company Requirement. Centrock is currently a "reporting
company," in that its equity securities have been registered under the
Securities Exchange Act of 1934 (the "34 Act") and must make periodic filings
of reports required by the `34 Act. The surviving corporation will therefore
be an SEC reporting company, and there can be no assurance that the surviving
corporation will be able to maintain its reporting company status.
Control By Principal Stockholders. Centrock's stock is currently owned
approximately 61.0% by the Messrs. George. Assuming the transactions
contemplated by this Proxy Statement are completed, the surviving
corporation's new directors and officers will own in the aggregate
approximately 40% of the Company Common Stock outstanding immediately after
the transaction. As a result of such ownership, the post-transaction
surviving corporation directors, officers, and affiliates will be able to,
and intend to, exercise substantially complete control of the surviving
corporation's affairs, including electing additional directors of the
surviving corporation. As a result of such control, a potential buyer may be
deterred from trying to acquire the Company without consent of the surviving
corporation officers and directors.
Merger; Potential Dilution. The current shareholders of Centrock will
suffer dilution of voting power and of economic percentage ownership upon
closing of the Merger and any future financing or any other share issuance,
including, but not limited to management option plans, that may be instituted
by management.
Issuance of Additional Shares; Shares Eligible for Future Sale. It is
likely that future financing of the Centrock business will be required, which
will in turn require additional share issuance. Future issuance of the
surviving corporation stock for financing or other purposes could adversely
affect any prevailing market price of the surviving corporation stock. The
issuance of such securities will result in the dilution of the voting power
and other rights of existing stockholders. After the closing of the Merger,
approximately 3,000,000 shares of Centrock common stock will be unrestricted;
another 200,000 shares, recently issued in a private placement, will be
restricted, subject to Rule 144, and the 10,000,000 shares to be issued in
exchange for the HFN shares will be restricted securities that will be
available for resale later, subject to Rule 144. As restricted securities
become available for resale into the public market, it may be anticipated
that the surviving corporation common stock will experience selling pressure,
which may have the effect of depressing or reducing, perhaps significantly,
the Centrock common stock price in the market.
Lack of Dividends. Centrock has not paid any dividends on its Common
Stock to date and there are no plans for paying dividends on the common stock
of the surviving corporation in the foreseeable future.
FINANCIAL STATEMENTS
Financial statements have been included in this Proxy Statement
relating to HFN, as supplied by HFN. These statements were provided in the
Chinese currency "yuan" and have been converted to USD at a rate of 8.16 yuan
per USD. They have been attached as Exhibit C hereto.
The most recent management-prepared "summary" financial statements,
dated March 31, 2000 for Centrock have been attached as Exhibit D hereto.
OTHER MATTERS
As of the date of this Proxy Statement, Centrock's Board of Directors
knows of no other matters that will be presented for consideration at the
Special Meeting other than as described in this Proxy Statement. If any
other matter shall come before the Special Meeting or any adjournment or
postponement thereof and shall be voted upon, it is intended that the shares
represented by proxy will be voted with respect thereto in accordance with
the judgment of the persons voting them.
By Order of the Board of Directors of Centrock,
/s/Christopher A. George
------------------------
Christopher A. George, President
April 24, 2000
Please find the following Exhibits attached hereto:
Exhibit 2 - Share Exchange Agreement dated March 27, 2000
Exhibit 4 - Appraisal Rights per Nevada State Code
Exhibit 99.1 - HFN Financial Statements
Exhibit 99.2 - Centrock Incorporated Financial Statements
SHARE EXCHANGE AGREEMENT
This Share Exchange Agreement ("Agreement") made as of this 26th day of
March, 2000 among Shenzhen Huading Financial Information Holdings Co.
Ltd., an enterprise with legal person status incorporated and maintained
under the law of the People's Republic of China, having its head office
at 27F International Building, No.23 Jianshe Road, Shenzh, China
("Holdings"), Huading Financial Network Limited, a corporation
incorporated under the laws of Hong Kong and having an office c/o Nine
Queens Road, Suite 605-6, Central, Hong Kong ("HFN"), those persons
described in Schedule I annexed hereto who are the record and beneficial
owners of all of the issued and outstanding shares of capital stock of
HFN ("Shareholders") and Centrock Incorporated, a corporation organized
under the laws of the State of Nevada in the United States of America
and having an office located at South 124 Wall Street, Spokane,
Washington , USA 99201 ("Centrock").
WITNESSETH:
WHEREAS, Holdings and APR Strategic Investment Ltd. ("APR") caused HFN
to be organized for the benefit of the Shareholders and for the purpose
of developing a business to provide the people of China stock market and
financial information and a facility for on-line trading through the
internet; and Holdings and APR caused to be organized as a wholly-owned
subsidiary of HFN in the Peoples Republic of China a corporation known
as Shenzhen Huading Financial Network, Ltd. ("SHFN")
Holdings and APR caused to be transferred to HFN and SHFN certain
assets, both tangible and intangible, including all of the shares of
stock of SHFN on behalf of the Shareholders in consideration for the
original issuance of 169,400,000 ordinary shares of HFN ("HFN Shares")
to the shareholders; and
Centrock intends to acquire and the Shareholders intend to transfer and
exchange the HFN Shares to Centrock in consideration of the issuance of
shares of common stock of Centrock in accordance with the terms and
conditions of this Agreement. The shares of common stock of Centrock are
listed and traded on the NASD OTC Bulletin Board.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth the parties agree as follows:
Purchase and Exchange of HFN Shares: Subject to the terms and conditions
of this agreement Centrock agrees to purchase from the Shareholders the
HFN Shares in consideration of the exchange, issuance and delivery to
the Shareholders by Centrock of an aggregate of ten (10,000,000) million
shares of the common stock of Centrock ("Centrock Shares") in the
amounts to each of the shareholders as set forth in Schedule I annexed
hereto and for other good and valuable consideration as set forth in
this Agreement.
Closing: The closing of the purchase of the HFN Shares in exchange for
the issuance and delivery of the Centrock Shares shall be held at the
offices of _________ at ______ o' clock on ______________ ("Closing
Date"), provided, however, that the Closing Date shall be no later than
___________, 2000 unless extended by mutual agreement of the parties
hereto. At the Closing Centrock shall deliver to the Shareholders share
certificates registered in the name of each of the Shareholders and
representing the number of Centrock shares set forth after each of their
names of Schedule I hereto and each such certificate shall bear a
restrictive legend as set forth in Section (h) hereof which endorsement
shall hereby confirm the agreement by each of the Shareholders (i) to
hold their respective shares for investment purposes only and not with a
view to distribute and (ii) not transfer, assign or trade such Shares
for a period of one year after the Closing Date or such longer period as
any exchange on which the Shares are co-listed may impose.
3. Agreements of Centrock.
Centrock hereby represents, acknowledges and agrees to and with Holdings
and the Shareholders as of the date hereof and as at the Closing Date as
follows:
(a) Centrock will use its best efforts to obtain financing of up
to an aggregate of $5,000,000 pursuant to private placements of its
shares of common stock and or warrants involving up to a maximum of
2,000,000 shares of common stock of Centrock pursuant to applicable
exemptions from the registration provisions of the U.S. Securities
Exchange Commission ("SEC") under the Securities Act of 1933, as amended
and the rules and regulations promulgated thereunder ("Act").
Centrock will cooperate with the subscribing Shareholders and use its
best efforts (when the opportunity arises and in the best interests of
Centrock in conjunction with other filings under the Act and subject to
the judgment of any underwriter of Centrock shares of common stock
pursuant to a public offering there of) to register and qualify the
Centrock shares of common stock issued to those persons who purchase the
Centrock shares of common stock pursuant to such private placements.
The proceeds of such private placements will be generally applied by
Centrock toward the implementation of the commercial plan of SHFN dated
November, 1999 and annexed hereto as Schedule II ("Commercial Plan").
(b) As soon as practicable after the Closing, Centrock and its
Board of Directors will adopt a Qualified Incentive Stock Option Plan
("Plan") authorizing options to purchase up to 10% of the then issued
and outstanding shares of common stock of Centrock in order to motivate
and incentivize employees, directors and others; and it is understood
and agreed that any options granted or shares of common stock of
Centrock acquired pursuant to the grant of such options under the Plan
shall not by agreement or otherwise constitute a part of any pooling
arrangement and such shares shall be transferable under the Act.
(c) Centrock and its Board of Directors agree not to enter into any
material contracts, undertaking or commitments prior to the Closing
unless approved in writing by Holdings through its authorized and
designated representatives except that Centrock and its Board of
Directors will conclude a private placement of 200,000 shares of its
common stock for consideration of $200,000.
(d) Centrock agrees that on the date of the Closing it will cause
five million (5,000,000) of the currently issued and outstanding shares
of common stock of Centrock to be cancelled leaving a balance of three
(3,000,000) million validly issued, fully paid, and outstanding shares
of common stock of Centrock plus the shares of Common Stock of Centrock
issued under subparagraph (c) hereof, and Centrock further agrees and
acknowledges to the best of its knowledge, information and belief there
are no outstanding agreements, options of understandings to issue shares
of common stock of Centrock other than as provided in this Agreement.
(e) Centrock is a reporting corporation under the laws of the state
of Nevada in good standing with all regulatory agencies including the
National Association of Securities Dealers, Inc. ("NASD") and Cents
shares of common stock are listed and traded on the Over-The-Counter
Electronic Bulletin Board of the NASD and is current in all of its
Securities and Exchange Commission reporting requirements.
4. Representations. Warranties and Agreements of Centrock.
Centrock and its Board of Directors hereby acknowledges, agrees,
represents and warrants with and to Holdings and the Shareholders on the
date hereof and on the Closing Date, as follows:
(a) Organization Standing and Power. Centrock has been duly
organized, is validly existing as a corporation and is in good standing
under the laws of the State of Nevada. Centrock has all requisite power
and authority, and all material consents, approvals, authorizations,
orders, registrations, qualifications, licenses and permits of and from
all applicable public, regulatory of governmental agencies and bodies,
to own, lease and operate its properties and conduct its business as now
being conducted.
(b) No Conflict. Centrock has full corporate power and authority to
enter into this Agreement on the terms and conditions set forth herein.
The execution and delivery of this Agreement by Centrock and the
consummation of the transactions contemplated hereby (i) have been duly
and validly authorized and approved by all necessary corporate action of
the part of the Centrock; (ii) will not constitute a default under or
conflict with (A) Centrock's charter of bylaws or (B) any material
agreement or other instrument to which Centrock is a party or by which
Centrock is bound; (iii) will not conflict with or violate any order,
judgment, decree, statute, ordinance or regulation applicable to
Centrock; and (iv) does not require the consent of any person or entity,
other than those that will have been obtained prior to the Closing Date.
(c) Authority. This Agreement has been duly authorized, and when
executed and delivered by Centrock, will constitute valid and binding
obligations of Centrock enforceable against it in accordance with their
respective terms.
(d) Centrock Shares Exempt from Registration. The offering and sale
of the Centrock Shares under paragraph 3(a) and (d) hereof is intended
to be exempt from regi5tration under the Act by virtue of Section 4(2)
of the Act and the provisions of Regulation D promulgated thereunder.
(e) Centrock Balance Sheet The Balance Sheet of Centrock fairly
presents and is a true, correct arid accurate statement in all material
respects of Centrock's financial condition as of the date of the Balance
Sheet annexed hereto as Schedule III. The Balance Sheet is to be
modified to the extent referred to in subparagraph 3 (d) hereof
(f) Centrock is not engaged in any material current or active
business and to the best of its knowledge and belief there are no
outstanding contracts agreements or obligations which would result in
any material change in the financial or business condition of Centrock
other than as herein or heretofore disclosed to Holdings and the
Shareholders.
5. Representations, Warrants and Agreements of Holdings and HEN
Shareholders.
(a) Holdings, the Shareholders and the Board of Directors of Holdings
and HFN hereby acknowledge, represent, and warrant that the Agreement
dated December 6, l 999 between Holdings and APR annexed hereto as
Schedule IV is in full force and effect and binding on the parties
hereto and will be as of the date of Closing be an asset of HFN.
(b) HFN and SHEN are corporations duly organized and existing under
laws of the Peoples Republic of China and Hong Kong, respectively, in
good standing and their business and prospects are accurately reflected
in the Commercial Plan of November 1999 as prepared by Holdings, and
annexed hereto as Schedule II; and SHFN is a wholly-owned subsidiary of
HFN.
(c) The financial statements of HFN attached hereto as Schedule V
have been prepared in accordance with generally accepted accounting
principles of the United States consistently applied and accurately
present the financial condition of HFN as of the date of such financial
statements.
(d) HFN and SHEN and their respective Board of Directors agree not to
make any new commitments or incur any ob1igations or enter into any'
agreements which will in any way materially affect the Commercial Plan
without first obtaining the written approval from Mr. Christopher A.
George who is a director of Centrock.
(e) Holdings and HFN have full corporate power and authority to enter
into this Agreement on the terms and conditions set forth herein. The
execution and delivery of this Agreement by HFN and Ho1dings and the
consummation of the transactions contemplated hereby (i) have been duly
and validly authorized and approved by all necessary regulatory and
corporate action on the part of Holdings and HFN, (ii) will not
constitute a default under or conflict with (a) HFN and Holding's
charter or bylaws or (b) any material agreement or other instrument to
which Holdings or IIFN are a party or by which Holdings or HFN are
bound; (iii) will not conflict with or violate any order, judgment,
decree, statute, ordinance or regulation applicable to Holdings or HFN
and (iv) does not require the consent of any person or entity other than
those that will have been obtained prior to the Closing Date.
(f) This Agreement has been duly authorized and when executed and
delivered by HFN and Holdings will constitute valid and binding
obligations of Holdings and HFN enforceable against it in accordance
with their respective terms.
(g) Holdings, HFN and the Shareholders agree and acknowledge that the
Three Million Two Hundred Thousand (3,200,000) shares of Common Stock of
Centrock referred to in paragraph 3(d) and (e) hereof have or will be
validly issued and fully paid shares of Common Stock of Centrock in
accordance with such provisions of this Agreement and may not be
cancelled without first obtaining the prior written consent of the
original beneficial and/or record owners of such Three Million Two
Hundred Thousand (3,200,000) shares of common stock.
6. Joint Agreement of Centrock, Holdings and the HFN Shareholders.
Subject to the terms and conditions of this Agreement the parties hereto
without payment or further consideration will use their good faith
efforts to take or cause to be taken all action and to do or cause to be
done all things necessary, proper or advisable under applicable laws to
consummate and make effective as soon as reasonably practicable the
transactions contemplated by this Agreement and the parties hereto
further agree that following the Closing that they will deliver and
execute all such further documents, agreements, filings and other deeds
and instruments reasonably required to implement and consummate the
transactions contemplated by this Agreement,
7. Representations and Warranties of HFN Shareholders. The
Shareholders represent and warrant that they are the record and
beneficial owners of the FWN Shares and that they own the HFN Shares
free and clear of any liens, encumbrances, pledges, security interests
and claims whatsoever including without limitation any claims or rights
under any agreements and that upon the transfer of the HFN Shares to
Centrock, Centrock will possess ownership of the entire business of14FN
necessary to operate HFN as an ongoing concern and as such business is
presently being conducted.
Power of Attorney. The Shareholders irrevocably constitute and appoint
Mr. Li Shuzhong with full power of substitution as the true and 1awful
attorney-in-fact of the Shareholders with the full power in the name of,
for and on behalf of the Shareholders to effect the transfer, sale and
delivery or the HFN Shares in accordance with the terms and provisions
of this Agreement.
9. Miscellaneous.
(a) This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Nevada without giving effect to
principles of conflicts of law.
(b) In the event that any provision of this Agreement is invalid or
unenforceable under any applicable statute, rule of law or regulation,,
then such provision shall be deemed inoperative to the extent that it
may conflict therewith and shall be deemed modified to conform with such
statute, rule of law or regulation. Any provision hereof which may prove
invalid or unenforceable shall not affect the validity or enforceability
of any other provision hereof.
(c) Each of the parties shall indemnify each other party against any
loss, expense or damages (including reasonable attorney's fees but
excluding consequential damages) incurred as a result of such parties'
breach of any representation, warranty, covenant or agreement in this
Agreement.
(d) This Agreement may be executed in counterparts, each of which
shall be an original, but all of which shall constitute one instrument.
(e) This Agreement constitutes the entire agreement between the
parties hereto with respect to the subject matter hereof, Any provision
of this Agreement may be amended and the observance thereof may be
waived (either generally or in a particular instance and either
retroactivity or prospectively), only by a writing executed by the
parties hereto.
(f) Any notice or other communication given hereunder shall be deemed
sufficient if in writing and sent by registered or certified mail,
return receipt requested or facsimile to the parties at their respective
addresses first set forth above.
(g) This Agreement is not assignable by any one of the parties hereto
without the prior written consent of the other parties hereto
(h) The stock certificates issued to the shareholders representing
the Centrock Shares will have the following legend endorsed thereon:
"The Securities represented by this certificate haven't been registered
under the Securities Act of 933, as amended, ("Act") and may not be
transferred. assigned, hypothecated or pledged except in accordance with
the Act and the rules and regulations promulgated under the Act.
IN WITNESS WHEREOF, Holdings, HFN, the Shareholders and Centrock have
executed and dated this Agreement as of the date first written above.
Shenzhen Huading Financial
Information Holdings Co., Limited
By: /s/ Li Shuzhong
--------------------
Authorized Signature
Huading Financial Network Limited
By: /s/ Li Shuzhong
--------------------
Li Shuzhong, Director
By: /s/ Li Shuzhong
--------------------
Li Shuzhing, Individually and as
Attorney-in-Fact for the Shareholders
Centrock Incorporated
By: /s/ Christopher A. George
-------------------------
Authorized Signature
Shareholders of HFN:
/s/ Li Huadong
- --------------
/s/ Li Shuzhong
- -------------------
/s/ David Yue
- -------------------
/s/ Shao Quan
- -------------------
/s/ Tian Aihua
- -------------------
/s/ Huang Rong Ping
- -------------------
Shenzhen Golden Harvestment Co., Ltd.
/s/ Li Shuzhong
- -------------------
Authorized Signatory
Info-Power Investment Limited
/s/ Steven McCullogh
- -------------------
Authorized Signatory
Stellar Equity Limited
/s/
- -------------------
Authorized Signatory
Chengdu Huatong Information
Consulting Co., Limited
/s/
- -------------------
Authorized Signatory
EXHIBIT B
Nevada Corporate Code
Chapter 92A - Mergers and Exchanges of Interest
RIGHTS OF DISSENTING OWNERS
NRS 92A.300 Definitions. As used in NRS 92A.300 to 92A.500, inclusive, unless
the context otherwise requires, the words and terms defined in NRS 92A.305 to
92A.335, inclusive, have the meanings ascribed to them in those sections.
(Added to NRS by 1995, 2086)
NRS 92A.305 "Beneficial stockholder" defined. "Beneficial stockholder" means
a person who is a beneficial owner of shares held in a voting trust or by a
nominee as the stockholder of record.
(Added to NRS by 1995, 2087)
NRS 92A.310 "Corporate action" defined. "Corporate action" means the action
of a domestic corporation.
(Added to NRS by 1995, 2087)
NRS 92A.315 "Dissenter" defined. "Dissenter" means a stockholder who is
entitled to dissent from a domestic corporation's action under NRS 92A.380
and who exercises that right when and in the manner required by NRS 92A.400
to 92A.480, inclusive.
(Added to NRS by 1995, 2087; A 1999, 1631)
NRS 92A.320 "Fair value" defined. "Fair value," with respect to a dissenter's
shares, means the value of the shares immediately before the effectuation of
the corporate action to which he objects, excluding any appreciation or
depreciation in anticipation of the corporate action unless exclusion would
be inequitable.
(Added to NRS by 1995, 2087)
NRS 92A.325 "Stockholder" defined. "Stockholder" means a stockholder of
record or a beneficial stockholder of a domestic corporation.
(Added to NRS by 1995, 2087)
NRS 92A.330 "Stockholder of record" defined. "Stockholder of record" means
the person in whose name shares are registered in the records of a domestic
corporation or the beneficial owner of shares to the extent of the rights
granted by a nominee's certificate on file with the domestic corporation.
(Added to NRS by 1995, 2087)
NRS 92A.335 "Subject corporation" defined. "Subject corporation" means the
domestic corporation which is the issuer of the shares held by a dissenter
before the corporate action creating the dissenter's rights becomes effective
or the surviving or acquiring entity of that issuer after the corporate
action becomes effective.
(Added to NRS by 1995, 2087)
NRS 92A.340 Computation of interest. Interest payable pursuant to NRS 92A.300
to 92A.500, inclusive, must be computed from the effective date of the action
until the date of payment, at the average rate currently paid by the entity
on its principal bank loans or, if it has no bank loans, at a rate that is
fair and equitable under all of the circumstances.
(Added to NRS by 1995, 2087)
NRS 92A.350 Rights of dissenting partner of domestic limited partnership. A
partnership agreement of a domestic limited partnership or, unless otherwise
provided in the partnership agreement, an agreement of merger or exchange,
may provide that contractual rights with respect to the partnership interest
of a dissenting general or limited partner of a domestic limited partnership
are available for any class or group of partnership interests in connection
with any merger or exchange in which the domestic limited partnership is a
constituent entity.
(Added to NRS by 1995, 2088)
NRS 92A.360 Rights of dissenting member of domestic limited-liability
company. The articles of organization or operating agreement of a domestic
limited-liability company or, unless otherwise provided in the articles of
organization or operating agreement, an agreement of merger or exchange, may
provide that contractual rights with respect to the interest of a dissenting
member are available in connection with any merger or exchange in which the
domestic limited-liability company is a constituent entity.
(Added to NRS by 1995, 2088)
NRS 92A.370 Rights of dissenting member of domestic nonprofit corporation.
1. Except as otherwise provided in subsection 2, and unless otherwise
provided in the articles or bylaws, any member of any constituent domestic
nonprofit corporation who voted against the merger may, without prior notice,
but within 30 days after the effective date of the merger, resign from
membership and is thereby excused from all contractual obligations to the
constituent or surviving corporations which did not occur before his
resignation and is thereby entitled to those rights, if any, which would have
existed if there had been no merger and the membership had been terminated or
the member had been expelled.
2. Unless otherwise provided in its articles of incorporation or bylaws, no
member of a domestic nonprofit corporation, including, but not limited to, a
cooperative corporation, which supplies services described in chapter 704 of
NRS to its members only, and no person who is a member of a domestic
nonprofit corporation as a condition of or by reason of the ownership of an
interest in real property, may resign and dissent pursuant to subsection 1.
(Added to NRS by 1995, 2088)
NRS 92A.380 Right of stockholder to dissent from certain corporate actions
and to obtain payment for shares.
1. Except as otherwise provided in NRS 92A.370 and 92A.390, a stockholder is
entitled to dissent from, and obtain payment of the fair value of his shares
in the event of any of the following corporate actions:
(a) Consummation of a plan of merger to which the domestic corporation is a
party:
(1) If approval by the stockholders is required for the merger by NRS 92A.120
to 92A.160, inclusive, or the articles of incorporation and he is entitled to
vote on the merger; or
(2) If the domestic corporation is a subsidiary and is merged with its parent
under NRS 92A.180.
(b) Consummation of a plan of exchange to which the domestic corporation is a
party as the corporation whose subject owner's interests will be acquired, if
he is entitled to vote on the plan.
(c) Any corporate action taken pursuant to a vote of the stockholders to the
event that the articles of incorporation, bylaws or a resolution of the board
of directors provides that voting or nonvoting stockholders are entitled to
dissent and obtain payment for their shares.
2. A stockholder who is entitled to dissent and obtain payment under NRS
92A.300 to 92A.500, inclusive, may not challenge the corporate action
creating his entitlement unless the action is unlawful or fraudulent with
respect to him or the domestic corporation.
(Added to NRS by 1995, 2087)
NRS 92A.390 Limitations on right of dissent: Stockholders of certain classes
or series; action of stockholders not required for plan of merger.
1. There is no right of dissent with respect to a plan of merger or exchange
in favor of stockholders of any class or series which, at the record date
fixed to determine the stockholders entitled to receive notice of and to vote
at the meeting at which the plan of merger or exchange is to be acted on,
were either listed on a national securities exchange, included in the
national market system by the National Association of Securities Dealers,
Inc., or held by at least 2,000 stockholders of record, unless:
(a) The articles of incorporation of the corporation issuing the shares
provide otherwise; or
(b) The holders of the class or series are required under the plan of merger
or exchange to accept for the shares anything except:
(1) Cash, owner's interests or owner's interests and cash in lieu of
fractional owner's interests of:
(I) The surviving or acquiring entity; or
(II) Any other entity which, at the effective date of the plan of merger or
exchange, were either listed on a national securities exchange, included in
the national market system by the National Association of Securities Dealers,
Inc., or held of record by a least 2,000 holders of owner's interests of
record; or
(2) A combination of cash and owner's interests of the kind described in sub-
subparagraphs (I) and (II) of subparagraph (1) of paragraph (b).
2. There is no right of dissent for any holders of stock of the surviving
domestic corporation if the plan of merger does not require action of the
stockholders of the surviving domestic corporation under NRS 92A.130.
(Added to NRS by 1995, 2088)
NRS 92A.400 Limitations on right of dissent: Assertion as to portions only to
shares registered to stockholder; assertion by beneficial stockholder.
1. A stockholder of record may assert dissenter's rights as to fewer than all
of the shares registered in his name only if he dissents with respect to all
shares beneficially owned by any one person and notifies the subject
corporation in writing of the name and address of each person on whose behalf
he asserts dissenter's rights. The rights of a partial dissenter under this
subsection are determined as if the shares as to which he dissents and his
other shares were registered in the names of different stockholders.
2. A beneficial stockholder may assert dissenter's rights as to shares held
on his behalf only if:
(a) He submits to the subject corporation the written consent of the
stockholder of record to the dissent not later than the time the beneficial
stockholder asserts dissenter's rights; and
(b) He does so with respect to all shares of which he is the beneficial
stockholder or over which he has power to direct the vote.
(Added to NRS by 1995, 2089)
NRS 92A.410 Notification of stockholders regarding right of dissent.
1. If a proposed corporate action creating dissenters' rights is submitted to
a vote at a stockholders' meeting, the notice of the meeting must state that
stockholders are or may be entitled to assert dissenters' rights under NRS
92A.300 to 92A.500, inclusive, and be accompanied by a copy of those
sections.
2. If the corporate action creating dissenters' rights is taken by written
consent of the stockholders or without a vote of the stockholders, the
domestic corporation shall notify in writing all stockholders entitled to
assert dissenters' rights that the action was taken and send them the
dissenter's notice described in NRS 92A.430.
(Added to NRS by 1995, 2089; A 1997, 730)
NRS 92A.420 Prerequisites to demand for payment for shares.
1. If a proposed corporate action creating dissenters' rights is submitted to
a vote at a stockholders' meeting, a stockholder who wishes to assert
dissenter's rights:
(a) Must deliver to the subject corporation, before the vote is taken,
written notice of his intent to demand payment for his shares if the proposed
action is effectuated; and
(b) Must not vote his shares in favor of the proposed action.
2. A stockholder who does not satisfy the requirements of subsection 1 and
NRS 92A.400 is not entitled to payment for his shares under this chapter.
(Added to NRS by 1995, 2089; 1999, 1631)
NRS 92A.430 Dissenter's notice: Delivery to stockholders entitled to assert
rights; contents.
1. If a proposed corporate action creating dissenters' rights is authorized
at a stockholders' meeting, the subject corporation shall deliver a written
dissenter's notice to all stockholders who satisfied the requirements to
assert those rights.
2. The dissenter's notice must be sent no later than 10 days after the
effectuation of the corporate action, and must:
(a) State where the demand for payment must be sent and where and when
certificates, if any, for shares must be deposited;
(b) Inform the holders of shares not represented by certificates to what
extent the transfer of the shares will be restricted after the demand for
payment is received;
(c) Supply a form for demanding payment that includes the date of the first
announcement to the news media or to the stockholders of the terms of the
proposed action and requires that the person asserting dissenter's rights
certify whether or not he acquired beneficial ownership of the shares before
that date;
(d) Set a date by which the subject corporation must receive the demand for
payment, which may not be less than 30 nor more than 60 days after the date
the notice is delivered; and
(e) Be accompanied by a copy of NRS 92A.300 to 92A.500, inclusive.
(Added to NRS by 1995, 2089)
NRS 92A.440 Demand for payment and deposit of certificates; retention of
rights of stockholder.
1. A stockholder to whom a dissenter's notice is sent must:
(a) Demand payment;
(b) Certify whether he acquired beneficial ownership of the shares before the
date required to be set forth in the dissenter's notice for this
certification; and
(c) Deposit his certificates, if any, in accordance with the terms of the
notice.
2. The stockholder who demands payment and deposits his certificates, if any,
before the proposed corporate action is taken retains all other rights of a
stockholder until those rights are canceled or modified by the taking of the
proposed corporate action.
3. The stockholder who does not demand payment or deposit his certificates
where required, each by the date set forth in the dissenter's notice, is not
entitled to payment for his shares under this chapter.
(Added to NRS by 1995, 2090; A 1997, 730)
NRS 92A.450 Uncertificated shares: Authority to restrict transfer after
demand for payment; retention of rights of stockholder.
1. The subject corporation may restrict the transfer of shares not
represented by a certificate from the date the demand for their payment is
received.
2. The person for whom dissenter's rights are asserted as to shares not
represented by a certificate retains all other rights of a stockholder until
those rights are canceled or modified by the taking of the proposed corporate
action.
(Added to NRS by 1995, 2090)
NRS 92A.460 Payment for shares: General requirements.
1. Except as otherwise provided in NRS 92A.470, within 30 days after receipt
of a demand for payment, the subject corporation shall pay each dissenter who
complied with NRS 92A.440 the amount the subject corporation estimates to be
the fair value of his shares, plus accrued interest. The obligation of the
subject corporation under this subsection may be enforced by the district
court:
(a) Of the county where the corporation's registered office is located; or
(b) At the election of any dissenter residing or having its registered office
in this state, of the county where the dissenter resides or has its
registered office. The court shall dispose of the complaint promptly.
2. The payment must be accompanied by:
(a) The subject corporation's balance sheet as of the end of a fiscal year
ending not more than 16 months before the date of payment, a statement of
income for that year, a statement of changes in the stockholders' equity for
that year and the latest available interim financial statements, if any;
(b) A statement of the subject corporation's estimate of the fair value of
the shares;
(c) An explanation of how the interest was calculated;
(d) A statement of the dissenter's rights to demand payment under NRS
92A.480; and
(e) A copy of NRS 92A.300 to 92A.500, inclusive.
(Added to NRS by 1995, 2090)
NRS 92A.470 Payment for shares: Shares acquired on or after date of
dissenter's notice.
1. A subject corporation may elect to withhold payment from a dissenter
unless he was the beneficial owner of the shares before the date set forth in
the dissenter's notice as the date of the first announcement to the news
media or to the stockholders of the terms of the proposed action.
2. To the extent the subject corporation elects to withhold payment, after
taking the proposed action, it shall estimate the fair value of the shares,
plus accrued interest, and shall offer to pay this amount to each dissenter
who agrees to accept it in full satisfaction of his demand. The subject
corporation shall send with its offer a statement of its estimate of the fair
value of the shares, an explanation of how the interest was calculated, and a
statement of the dissenters' right to demand payment pursuant to NRS 92A.480.
(Added to NRS by 1995, 2091)
NRS 92A.480 Dissenter's estimate of fair value: Notification of subject
corporation; demand for payment of estimate.
1. A dissenter may notify the subject corporation in writing of his own
estimate of the fair value of his shares and the amount of interest due, and
demand payment of his estimate, less any payment pursuant to NRS 92A.460, or
reject the offer pursuant to NRS 92A.470 and demand payment of the fair value
of his shares and interest due, if he believes that the amount paid pursuant
to NRS 92A.460 or offered pursuant to NRS 92A.470 is less than the fair value
of his shares or that the interest due is incorrectly calculated.
2. A dissenter waives his right to demand payment pursuant to this section
unless he notifies the subject corporation of his demand in writing within 30
days after the subject corporation made or offered payment for his shares.
(Added to NRS by 1995, 2091)
NRS 92A.490 Legal proceeding to determine fair value: Duties of subject
corporation; powers of court; rights of dissenter.
1. If a demand for payment remains unsettled, the subject corporation shall
commence a proceeding within 60 days after receiving the demand and petition
the court to determine the fair value of the shares and accrued interest. If
the subject corporation does not commence the proceeding within the 60-day
period, it shall pay each dissenter whose demand remains unsettled the amount
demanded.
2. A subject corporation shall commence the proceeding in the district court
of the county where its registered office is located. If the subject
corporation is a foreign entity without a resident agent in the state, it
shall commence the proceeding in the county where the registered office of
the domestic corporation merged with or whose shares were acquired by the
foreign entity was located.
3. The subject corporation shall make all dissenters, whether or not
residents of Nevada, whose demands remain unsettled, parties to the
proceeding as in an action against their shares. All parties must be served
with a copy of the petition. Nonresidents may be served by registered or
certified mail or by publication as provided by law.
4. The jurisdiction of the court in which the proceeding is commenced under
subsection 2 is plenary and exclusive. The court may appoint one or more
persons as appraisers to receive evidence and recommend a decision on the
question of fair
value. The appraisers have the powers described in the order appointing them,
or any amendment thereto. The dissenters are entitled to the same discovery
rights as parties in other civil proceedings.
5. Each dissenter who is made a party to the proceeding is entitled to a
judgment:
(a) For the amount, if any, by which the court finds the fair value of his
shares, plus interest, exceeds the amount paid by the subject corporation; or
(b) For the fair value, plus accrued interest, of his after-acquired shares
for which the subject corporation elected to withhold payment pursuant to NRS
92A.470.
(Added to NRS by 1995, 2091)
NRS 92A.500 Legal proceeding to determine fair value: Assessment of costs and
fees.
1. The court in a proceeding to determine fair value shall determine all of
the costs of the proceeding, including the reasonable compensation and
expenses of any appraisers appointed by the court. The court shall assess the
costs against the subject corporation, except that the court may assess costs
against all or some of the dissenters, in amounts the court finds equitable,
to the extent the court finds the dissenters acted arbitrarily, vexatiously
or not in good faith in demanding payment.
2. The court may also assess the fees and expenses of the counsel and experts
for the respective parties, in amounts the court finds equitable:
(a) Against the subject corporation and in favor of all dissenters if the
court finds the subject corporation did not substantially comply with the
requirements of NRS 92A.300 to 92A.500, inclusive; or
(b) Against either the subject corporation or a dissenter in favor of any
other party, if the court finds that the party against whom the fees and
expenses are assessed acted arbitrarily, vexatiously or not in good faith
with respect to the rights provided by NRS 92A.300 to 92A.500, inclusive.
3. If the court finds that the services of counsel for any dissenter were of
substantial benefit to other dissenters similarly situated, and that the fees
for those services should not be assessed against the subject corporation,
the court may award to those counsel reasonable fees to be paid out of the
amounts awarded to the dissenters who were benefited.
4. In a proceeding commenced pursuant to NRS 92A.460, the court may assess
the costs against the subject corporation, except that the court may assess
costs against all or some of the dissenters who are parties to the
proceeding, in amounts the court finds equitable, to the extent the court
finds that such parties did not act in good faith in instituting the
proceeding.
5. This section does not preclude any party in a proceeding commenced
pursuant to NRS 92A.460 or 92A.490 from applying the provisions of N.R.C.P.
68 or NRS 17.115.
(Added to NRS by 1995, 2092)
Exhibit C
---------
Shenzhen Huading Financial Network Ltd.
Balance Sheet as of 12/31/99
(Management Prepared)
Cash $ 0
Equipment 44,118
Deferred Assets 301,470
----------
TOTAL ASSETS 345,588
----------
Advances on Sales 100,490
----------
TOTAL LIABILITIES 100,490
----------
SHARE CAPITAL 245,098
----------
TOTAL LIABILITIES AND CAPITAL $ 345,588
==========
NOTE: The above Balance Sheet was taken from management prepared statements
provided by HFN. They were expressed in a unit, known as an RMB, of which one
equals 10,000 yuan. The yuan conversion used in translating to USD ($) is
8.16 yuan per one USD.
EXHIBIT D
---------
CENTROCK INCORPORATED
FINANCIAL STATEMENTS
(Management Prepared)
As of February 28, 2000 and for the Period from
October 20, 1998 (date of inception) through February 28, 2000
Page
Financial Statements:
Balance Sheet
as of February 28, 2000 2
Statement of Operations
for the period from October 20, 1998
(date of inception) through February 28, 2000 3
Statement of Changes in Stockholders' Equity
for the period from October 20, 1998
(date of inception) through February 28, 2000 4
Statement of Cash Flows
for the period from October 20, 1998
(date of inception) through February 28, 2000 5
<PAGE>
Centrock Incorporated
Balance Sheet
As of February 28, 2000
-------------------------------
February 28,
2000
-----------
ASSETS
Cash $ 200,000
Organization Costs 0
Accumulated Amortization 0
-----------
Total Assets $ 200,000
===========
LIABILITIES
Accounts Payable $ 0
-----------
STOCKHOLDERS' EQUITY
Common Stock:
Paid-In Capital, Par Value $0.001 per
Share, 75,000,000 Shares Authorized,
8,200,000 Shares Outstanding $ 8,200
Paid In Capital In Excess of Par Value 197,800
(Deficit) Accumulated During Development
Stage (6,000)
-----------
Total Stockholders' Equity $ 200,000
-----------
Total Liabilities and Stockholders' Equity $ 200,000
===========
Centrock Incorporated
Statement of Operations
For the Period from Inception (October 20, 1998) to
February 28, 2000
-------------------------------------------
Inception to
February 28,
2000
------------
Operating Revenues $ 0
Amortization of Start Up Costs
(see Note 1) 6,000
------------
Net Income (Loss) $ (6,000)
============
<PAGE>
Centrock Incorporated
Statement of Changes in Stockholders' Equity
For the Periods from Inception (October 20, 1998)
to February 28, 2000
-------------------------------------------------
Common Par Excess of Retained
Shares Value Par Value Earnings
-------- -------- --------- ---------
Issued to Founders
at Inception 2,000,000 $ 2,000 $ (2,000) $ 0
Issuance of Common
Shares Cash at
$0.005 per Share 1,000,000 1,000 4,000 0
Net Operating Loss for the
Period from October, 20, 1998
(date of inception) to
December 31, 1998 -- -- -- (5,000)
---------- --------- ----------- ----------
BALANCE - 12/31/98 3,000,000 $ 3,000 $ 2,000 $ (5,000)
---------- --------- ----------- ----------
Issuance of Common
Shares Cash at
$0.005 per Share 200,000 200 800 0
Net Operating Loss for the
Period from January 1, 1999
to December 31, 1999 -- -- -- 0
---------- --------- ----------- ----------
BALANCE - 12/31/99 3,200,000 $3,200 $2,800 $ (5,000)
---------- --------- ----------- ----------
Effect of 2r to 1 Forward
Stock Split 4,800,000 4,800 (4,800) 0
Issuance of Common
Shares Cash at
$1.00 per Share 200,000 200 199,800 0
Net Operating Loss for the
Period from January 1, 2000
To February 28, 2000 -- -- -- (1,000)
------------ --------- ----------- ----------
BALANCE - 2/28/00 8,200,000 $8,200 $197,800 $(6,000)
------------ --------- ----------- ----------
<PAGE>
Centrock Incorporated
Statements of Cash Flows
For the Period from Inception (October 20, 1998)
to February 28, 2000
------------------------------------------------
Inception to
February 28,
2000
------------
Net Income (Loss) $( 6,000)
------------
Adjustments to Reconcile Net Income to Net
Cash Provided from Operating Activities:
Amortization of Start-Up Costs 6,000
------------
Net Cash Provided From (Used In)
Operating Activities 0
Cash Flows From (Used In) Investing
Activities:
Organization Costs (6,000)
Cash Flows From (Used In) Financing
Activities:
Common Stock Sold for Cash 206,000
------------
Net Increase (Decrease) in Cash 200,000
Cash at Beginning of Period 0
-----------
Cash at End of Period $ 200,000
===========
