UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14F-1
Information
Statement Pursuant to Section 14(f) of the Securities
Exchange
Act of 1934 and Rule 14f-1 promulgated thereunder
March
1, 2010
Datone,
Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-
53075
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16-1591157
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification
No.)
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Qingdao Hongguan Shoes Co.,
Ltd.
269 First Huashan
Road
Jimo City,
Qingdao
Shandong,
PRC
(Address
of principal executive offices) (Zip Code)
86-0532-8659
5999
(Registrant’s
telephone number, including area code)
Information
Statement Pursuant to Section 14(F) of the Securities
Exchange
Act of 1934 and Rule 14f-1 promulgated thereunder
DATONE,
INC.
INFORMATION
STATEMENT
PURSUANT
TO SECTION 14(f) OF THE
SECURITIES
EXCHANGE ACT OF 1934
AND
RULE 14F-1 THEREUNDER
DATONE,
INC. IS NOT SOLICITING PROXIES IN CONNECTION WITH THE MATTERS DESCRIBED IN THIS
INFORMATION STATEMENT. NO VOTE OR OTHER ACTION BY STOCKHOLDERS OF
DATONE, INC. IS REQUIRED TO BE TAKEN IN CONNECTION WITH THIS INFORMATION
STATEMENT.
GENERAL
This
Information Statement is being mailed on or about March 5, 2010, to the holders
of common stock, par value $0.0001 per share of Datone, Inc., a Delaware
corporation (the “Company”). You are receiving this Information
Statement in connection with the appointment of persons designated by the
majority of the Company’s Board of Directors (the “Board”) to fill seats on the
Company’s Board. The resignation of the existing directors and the appointment
of the new directors will be effective ten (10) days following the filing
and mailing of this Information Statement to the Company’s
shareholders.
On
February 12, 2010, the Company entered into a Share Purchase and Exchange
Agreement (the “Exchange Agreement”) with Glory Reach International Limited, a
Hong Kong limited company (“Glory Reach”), its shareholders (“Glory Reach
Shareholders”), Greenwich Holdings LLC, and Hongguan Shoes Co., Ltd., a People’s
Republic of China (“PRC”) limited company (“Qingdao Shoes”). Pursuant
to the Exchange Agreement, the Company acquired all of the outstanding shares
(the “Interests”) of Glory Reach from the Glory Reach Shareholders; and the
Glory Reach Shareholders transferred and contributed all of their Interests to
us. In exchange, we issued to the Glory Reach Shareholders, their designees or
assigns, 10,000 shares of our Series A Convertible stock, which constituted 97%
of our issued and outstanding capital stock on an as-converted to common stock
basis as of and immediately after the consummation of the transactions
contemplated by the Share Exchange Agreement (the “Share
Exchange”). Therefore, Glory Reach became a wholly-owned subsidiary
of the Company. The Share Exchange resulted in a change in control of the
Company.
Further
and in connection with the Share Exchange, on February 12, 2010 Craig H. Burton,
our former President and current Director, Joseph J. Passalaqua, our former
Secretary and current Director, and Joseph Meuse, our Director, submitted a
resignation letter pursuant to which they resigned from all offices that they
held effective immediately and from their position as our directors
that will become effective on the tenth day following the mailing by us of this
Schedule 14f-1. In addition, our board of directors on February 12
appointed Tao Wang (Chairman), Renwei Ma and Lanhai Sun to fill the vacancies
created by such increase, which appointments will become effective upon the
effectiveness of the resignation of Craig H. Burton, Joseph J. Passalaqua, and
Joseph Meuse on the tenth day following the mailing by us of this Schedule
14f-1.
You
are urged to read this Information Statement carefully.
You
are not, however, required to take any action.
VOTING
SECURITIES
Upon the
closing of the Share Exchange on February 12, 2010, the Company had 100,000,000
authorized shares of common stock, par value $0.0001 per share, and
10,000,000 shares of preferred stock, par value $0.0001 per
share. Upon the closing of the Share Exchange 8,100,000 shares of
common stock were issued and outstanding and 10,000 shares of preferred stock
were issued and outstanding. Each share of common stock entitles the holder
thereof to one vote on each matter which may come before a meeting of the
stockholders. Shares of Series A Preferred Stock will automatically
convert into shares of common stock on the basis of one share of Series A
Preferred Stock for 970 shares of common stock immediately subsequent to the
effectiveness of a planned 1-for-27 reverse split of our outstanding common
stock (the “Reverse Split”), which we expect to become effective in or about
March 2010. Upon the Reverse Split the 10,000 outstanding shares of
Series A Preferred Stock will automatically convert into 9,700,000 shares of
common stock, which will constitute 97% of the outstanding common stock of
Datone subsequent to the Reverse Split. Holders of Series A Preferred Stock vote
with the holders of common stock on all matters on an as-converted to common
stock basis, based on an assumed post 1-for-27 reverse split (to retroactively
take into account the Reverse Split). For example, assuming 100
shares of Series A Preferred Stock are issued and outstanding on the record date
for any stockholder vote, such shares, voting in aggregate, would vote a total
of 2,619,000 voting shares.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding beneficial
ownership of our common stock as of February 12, 2010 (i) by each person who is
known by us to beneficially own more than 5% of our common stock; (ii) by each
of our officers and directors; and (iii) by all of our officers and directors as
a group. Unless otherwise specified, the address of each of the persons set
forth below is in care of the Company, 269 First Huashan Road, Jimo City,
Qingdao, Shandong, China. Except as indicated in the footnotes to this
table and subject to applicable community property laws, the persons named in
the table to our knowledge have sole voting and investment power with respect to
all shares of securities shown as beneficially owned by them. The information in
this table is as of February 12, 2010 based upon (i) 8,100,000 shares of common
stock outstanding and (ii) 10,000 shares of Series A convertible Preferred Stock
outstanding.
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Name and Address of Beneficial Owner
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Office, If
Any
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Title of Class
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Amount and
Nature of
Beneficial
Ownership
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Percent
Series A
Preferred
Stock
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Percent
Common
Stock
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Percent of
Combined
Voting Power
of Common
Stock and
Series A
Preferred
Stock
(1
)
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Officers
and Directors
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Tao
Wang
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Chief
Executive Officer
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Series
A Convertible Preferred Stock
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6,495
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(2)
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65.0
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%
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-
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%
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63.0
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%
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Joseph
Meuse
360
Main Street
PO
Box 393
Washington,
Virginia 22747
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Director
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Series
A Convertible Preferred Stock
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873
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8.7
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-
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8.5
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Craig
Burton
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Director
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Common
Stock
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115,000
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-
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1.4
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*
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Joseph
J. Passalaqua
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Director
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Common
Stock
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120,000
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-
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1.5
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*
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All
officers and directors as a group (2 persons named above)
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Series
A Convertible Preferred Stock
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7,368
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73.7
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2.9
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Common
Stock
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235,000
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71.6
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5%
Security Holders
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Swift
Dynamic Limited
P.O.
Box 957,
Offshore
Incorporations Centre,
Road
Town,
British
Virgin Islands
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Series
A Convertible Preferred Stock
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6,495
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(2)
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65.0
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-
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63.0
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Greenwich
Holdings, LLC (3)
106
Glenwood Drive
Liverpool
NY 13090
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Common
Stock
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6,792,781
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(3)
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-
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83.9
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2.5
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William
Luckman
360
Main Street
PO
Box 393
Washington,
Virginia 22747
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Series
A Convertible Preferred Stock
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874
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8.7
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-
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8.5
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* Less
than 1%
-
N/A
(1)
Common Stock shares have one vote per share. Shares of Series A
Convertible Preferred Stock will automatically convert into shares of common
stock on the basis of one share of Series A Preferred Stock for 970 shares of
common stock upon the effectiveness of a planned 1-for-27 reverse split of our
outstanding common stock, which we expect to become effective in or about March
2010. Holders of Series A Preferred Stock vote with the holders of
common stock on all matters on an as-converted to common stock based on an
assumed post 1-for-27 reverse split basis.
(2) Based
on 6,495 shares of Series A Convertible Preferred held by Swift Dynamic Limited,
a British Virgin Islands limited company. Tao Wang serves as Chief
Executive Officer and Director of Swift Dynamic Limited.
(3) Based
on 6,792,781 shares of Common Stock held by Greenwich Holdings,
LLC. Greenwich Holdings, LLC is a New York limited liability company
that is owned by Joseph C. Passalaqua, a resident of Liverpool, New
York.
CHANGES
IN CONTROL
On
February 12, 2010, the Company and its stockholders entered into the Exchange
Agreement with Glory Reach, Glory Reach Shareholders, Greenwich Holdings LLC,
and Qingdao Shoes. Pursuant to the Exchange Agreement, the Company
acquired all of the outstanding shares of Glory Reach from the Glory Reach
Shareholders (the “Interests”); and the Glory Reach Shareholders transferred and
contributed all of their Interests to us. In exchange, we issued to the Glory
Reach Shareholders, their designees or assigns, 10,000 shares of our Series A
Convertible stock, which constituted 97% of our issued and outstanding capital
stock on an as-converted to common stock basis as of and immediately after the
consummation of the transactions contemplated by the Share Exchange
Agreement. Therefore, Glory Reach became a wholly-owned subsidiary of
the Company. The Share Exchange resulted in a change in control of the
Company.
Further
and in connection with the Share Exchange, on February 12, 2010 Craig H. Burton,
our former President and current Director, Joseph J. Passalaqua, our former
Secretary and current Director, and Joseph Meuse, our Director, submitted a
resignation letter pursuant to which they resigned from all offices that they
held effective immediately and from their position as our directors that will
become effective on the tenth day following the mailing by us of this Schedule
14f-1. In addition, our board of directors on February 12 appointed
Tao Wang (Chairman), Renwei Ma and Lanhai Sun to fill the vacancies created by
such increase, which appointments will become effective upon the effectiveness
of the resignation of Craig H. Burton, Joseph J. Passalaqua, and Joseph Meuse on
the tenth day following the mailing by us of this Schedule 14f-1.
DIRECTORS
AND EXECUTIVE OFFICERS
Directors
and Executive Officers
Prior to
the consummation of the Share Exchange Agreement, our Board of Directors
consisted of one three directors, Craig H. Burton, Joseph J. Passalaqua, and
Joseph Meuse (the “Current Directors”). The Current Directors have
submitted a letter of resignation and Tao Wang, Renwei Ma, and Lanhai Sun have
been appointed to our Board of Directors (the “Incoming Directors”). The
resignation of the Current Directors and appointment of the Incoming Directors
will both become effective 10 days after the filing and mailing of this Schedule
14f-1 (the “Effective Date”). On February 12, 2010, the board of
directors appointed the new executive officers as listed below.
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NAME
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AGE
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POSITION
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Tao
Wang(1)
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39
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Director
and Chief Executive Officer
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Renwei
Ma(1)
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43
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Director
and General Counsel
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Fang
Sui
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28
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Chief
Financial Officer, Controller
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Wenmao
Shi
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39
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Chief
Operating Officer
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Zhengdian
Xing
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33
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Vice
President, Sales
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Xianfu
Qiao
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47
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Sourcing
and Design Manager
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Lanhai
Sun(1)
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39
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Director
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Craig
H. Burton(2)
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46
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Director
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Joseph
J. Passalaqua(2)
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36
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Director
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Joseph
Meuse(2)
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39
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Director
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(1) Will
become a director on the Effective Date.
(2) Current
director until the Effective Date.
Tao Wang
Mr. Wang has
been the company’s CEO and founder since March
10, 2003. Before founding Hongung, Mr. Wang was engaged in
variety of capacities involving branding, strategic marketing and sales of
footwear since 1992. Mr. Wang has over 18 years experience in shoe
industry.
Renwei Ma
Mr. Ma is the
company legal representative since the founding of the Hongung in March 2003.
Prior becoming Hongung’s legal representative, he was self-employed, as well
worked in the shoe industry. He obtained a bachelor degree in
Marketing.
Fang
Sui
Ms. Sui joined Hongung in March 2003. She
is responsible for the company’s financial
information. She holds a bachelor’s degree, and she is a
registered accountant.
Wenmao Shi
Mr. Mao
has been with the Company in the sales department since inception in
March 2003. Prior joining Hongung, Mr. Mao was a director of sales at
Qingdao Double Star Group. Mr. Mao has over 18 years of sales experience, and
obtained a bachelor degree in 1992, majoring in Economics.
Zhengdian
Xing
Mr. Xing is a Sales Manager and has been with the
Company since March , 2003. Prior joining Hongung, Mr. Mao was
previously an entrepreneur in the footwear industry since
1998. Mr. Xing has over 10 years of sales experience, and obtained a
bachelor degree in 1998, majoring in Sales and Marketing.
Xianfu Qiao
, Mr. Qiao has been
the Company’s Development Manager since March , 2003. Prior
joining Hongung, Mr. Mao was self-employed, he has worked in the shoe industry
in a variety of capacities since 1986. Mr. Qiao has over 20 years of industry
experience.
L
anhai Sun
, Mr. Sun has been
working as the Company’s financial consultant since 2005, and he has invested
and owns several Hongung outlets. He also acts as general manager at
Shandong Huibo Import & Export Co.,Ltd and Qingdao Xingguang
Import &Export Co., Ltd.
Craig Burton
, Mr. Burton has
served as President and director of Datone, Inc. since August, 2000. On February
12, 2010 Mr. Burton resigned as President of Datone. Mr. Burton
attended the University of South Carolina-Coastal and was a licensed real estate
agent in the State of New York. He began working in marketing for a long
distance carrier in 1996 and in 1999, Mr. Burton became Director of Marketing
for Datone Communications, Inc., an owner of payphones and distributor of
prepaid calling cards. Datone was acquired by USIP in January, 2000. Mr. Burton
served as President and a director of USIP.Com from January 2000-2006.
Additionally, Mr. Burton was secretary and director of NB Telecom,Inc. from
December 2005-2008.
Joseph J. Passalaqua
, Mr.
Passalaqua has served as our secretary and director since August 2000. On
February 12, 2010 Mr. Passalaqua resigned as Secretary of
Datone. Since 1999, Mr. Passalaqua has worked as a trainer at Sports
Karate and fitness training company located in Cicero, New York. Mr. Passalaqua
is a high school graduate.
Joseph Meuse
, Mr. Meuse has
served as a director of Datone since January 25, 2010. Mr. Meuse has
been involved with corporate restructuring since 1995. He is the
Managing Member of Belmont Partners, LLC and was previously a Managing Partner
of Castle Capital Partners. Additionally, Mr. Meuse maintains a position as a
Board Member of numerous public companies. Mr. Meuse attended the
College of William and Mary.
Family
Relationships
There is
no family relationship among any of our officers or directors.
LEGAL
PROCEEDINGS
The
Company is not aware of any legal proceedings in which any director, officer, or
any owner of record or beneficial owner of more than five percent of any class
of voting securities of the Company, or any affiliate of any such director,
officer, affiliate of the Company, or security holder, is a party adverse to the
Company or has a material interest adverse to the Company.
COMPLIANCE
WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section
16(a) of the Securities Exchange Act of 1934 requires the Company’s directors
and executive officers and persons who own more than ten percent of a registered
class of the Company’s equity securities to file with the SEC initial reports of
ownership and reports of changes in ownership of common stock and other equity
securities of the Company. Officers, directors and greater than ten
percent shareholders are required by SEC regulations to furnish the Company with
copies of all Section 16(a) forms they file.
To the
Company’s knowledge, none of the required parties are delinquent in their
Section 16(a) filings, except for the following executive officers who have not
filed a Form 3: Tao Wang, Renwei Ma, Fang Sui, Wenmao Shi, Zhengdian Xing, and
Xianfu Qiao.
CERTAIN
RELATED TRANSACTIONS AND RELATIONSHIPS
Transactions
With Related Persons
The
following includes a summary of transactions since the beginning of the 2007
year, or any currently proposed transaction, in which we were or are to be a
participant and the amount involved exceeded or exceeds the lesser of $120,000
or one percent of the average of our total assets at year end for the last two
completed fiscal years, and in which any related person had or will have a
direct or indirect material interest (other than compensation described under
“Executive Compensation”). We believe the terms obtained or consideration that
we paid or received, as applicable, in connection with the transactions
described below were comparable to terms available or the amounts that would be
paid or received, as applicable, in arm’s-length transactions.
Mr. Tao
Wang entered into the contract with the Company to assume fiscal
responsibilities for all tax liabilities recorded and potential penalties
relating to all tax liabilities before December 31, 2009. As of
December 31, 2008 and 2007, the assumed amount was $3,799,872 and $2,620,236,
respectively, which mainly included VAT tax payable and income tax payable. As
of September 30, 2009 the assumed amount was $3,464,650. According to PRC tax
law, late or deficient tax payment could subject to significant tax penalty. On
December 25, 2009, the local tax authority in Jimo City issued a “Tax Review
Report”, stating that the tax authority reviewed the Company’s income tax, VAT
tax, stamp tax and invoices for the period between June 2006 and November 2009
and noted that the Company had paid off all its tax liability by December 21,
2009.
The
Company leases one of its stores from Mr. Tao Wang under a four-year operating
lease expiring August 2011. For the years ended December 31, 2008 and 2007,
related party rent expense of $17,298 and $15,800, respectively, was included in
total rent expense of the year.
The
Company leases one of its warehouse buildings to Weidong, Liang, brother-in-law
of Mr. Tao Wang, for three years starting May 2008. Per the agreement, the
lessee shall pay equal amount of advertising expense on behalf of the lessor as
the lease payment. For the year ended December 31, 2008, the Company recorded
other income of $57,660 from leasing the aforementioned building and advertising
expense of $57,660.
Prior to
the acquisitions of Datone the Company loaned Mr. Tao Wang amounts of $222,108
and $4,373,588 at September 30, 2009 and December 31, 2008, respectively. As of
the date of this filing, all balances loaned by the Company to Mr. Tao Wang have
been repaid and no loans to Mr. Tao Wang are outstanding.
Insider
Transactions Policies and Procedures
The
Company does not currently have an insider transaction policy.
Director
Independence
We
currently do not have any independent directors, as the term “independent” is
defined by the rules of the Nasdaq Stock Market.
EXECUTIVE
COMPENSATION
Summary
Compensation Table — Fiscal Years Ended December 31, 2008 and 2007
The
following table sets forth information concerning all cash and non-cash
compensation awarded to, earned by or paid to the named persons for services
rendered in all capacities during the noted periods. No other executive officer
received total annual salary and bonus compensation in excess of
$100,000.
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Name and Principal Position
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Year
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Salary ($)
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Bonus ($)
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Total ($)
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Tao
Wang, Chief Executive Officer
|
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2008
|
|
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8,088
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3,676
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11,764
|
|
|
|
|
2009
|
|
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8,088
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3,676
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11,764
|
|
|
Craig
Burton, former President
|
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2008
|
|
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40,040
|
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0
|
|
|
40,040
|
|
|
|
|
2009
|
|
|
40,040
|
|
0
|
|
|
40,040
|
|
|
(1)
|
On
February 12, 2010, we acquired Glory Reach in a reverse acquisition
transaction that was structured as a share exchange and in connection with
that transaction, Mr. Tao Wang became our Chief Executive Officer. Prior
to the effective date of the reverse acquisition, Mr. Craig Burton served
as President of Datone.
|
Summary
of Employment Agreements and Material Terms
Prior to
our reverse acquisition of Glory Reach, our operating subsidiaries were private
limited companies organized under the laws of the PRC, and in accordance with
PRC regulations, the salary and bonus of our executives was determined by our
shareholders.
Other
than the salary and necessary social benefits required by the government, we
currently do not provide other benefits to the officers at this time. Our
executive officers are not entitled to severance payments upon the termination
of their employment agreements or following a change in control.
We have
not provided retirement benefits (other than a state pension scheme in which all
of our employees in China participate) or severance or change of control
benefits to our named executive officers.
Outstanding
Equity Awards at Fiscal Year End
For the
year ended December 31, 2009, no director or executive officer has received
equity compensation from us pursuant to any compensatory or benefit plan. There
is no plan or understanding, express or implied, to pay any compensation to any
director or executive officer pursuant to any compensatory or benefit plan,
although we anticipate that we will compensate our officers and directors for
services to us with stock or options to purchase stock, in lieu of
cash.
Compensation
of Directors
No member
of our board of directors received any compensation for his services as a
director during the year ended December 31, 2009 and currently no compensation
arrangements are in place for the compensation of directors.
CORPORATE
GOVERNANCE
Audit,
Nominating, Compensation Committees and Director Independence
Our Board
of
Directors currently has no independent directors and does
not have standing audit, nominating or compensation committees as of the date
hereof and the entire board is performing the functions normally associated with
an audit, nominating and compensation committee. However, we anticipate the
Company will in the future seek to form audit and other board committees in a
manner consistent with Nasdaq listed companies in the future.
Executive
and Director Compensation Determination
Prior to
our reverse acquisition of Glory Reach, our operating subsidiaries were private
limited companies organized under the laws of the PRC, and in accordance with
PRC regulations, the salary and bonus of our executive officers was determined
by our shareholders.
Going
forward the Board of Directors will annually review the performance and total
compensation package for the Company’s executive officers, including the Chief
Executive Officer; consider the modification of existing compensation, and the
adoption of new plans.
Consideration
of Director Nominees
In
evaluating and determining whether to recommend a person as a candidate for
election as a director, the Board of Directors considers the person’s qualities
and skills, which include business and professional background, history of
leadership or contributions to other organizations, function skill set and
expertise, general understanding of marketing, finance, accounting and other
elements relevant to the success of a publicly-traded company in today’s
business environment, and service on other boards of directors. There are no
specific minimum qualifications for nominees. The Board of Directors may employ
a variety of methods for identifying and evaluating nominees for director. The
Nominating Committee may assess the size of the Board, the need for particular
expertise on the Board, the upcoming election cycle of the Board and whether any
vacancies are expected, due to retirement or otherwise. In the event that
vacancies are anticipated or otherwise arise, the Board of Directors will
consider various potential candidates for director which may come to the Board
of Directors’ attention through current Board members, professional search
firms, stockholders or other persons. No fees have been paid to any third party
to identify or evaluate potential director nominees.
In
exercising its function of recommending individuals for nomination by the Board
for election as directors, the Board of Directors considers nominees recommended
by stockholders. The Board of Directors will consider candidates recommended by
stockholders under the criteria summarized above. The Board of Directors will
make an initial analysis of the qualities and skills of any candidate
recommended by stockholders or others pursuant to the criteria summarized above
to determine whether the candidate is suitable for service on our Board before
deciding to undertake a complete evaluation of the candidate. If any materials
are provided by a stockholder or professional search firm in connection with the
nomination of a director candidate, such materials are forwarded to the Board of
Directors as part of its review. The same identifying and evaluating procedures
apply to all candidates for director nomination, including candidates submitted
by stockholders.
If you
would like the Board of Directors to consider a prospective candidate, please
submit the candidate’s name and biographical description to: Datone, Inc. c/o
Qingdao Hongguan Shoes Co., Ltd., 269 First Huashan Road, Jimo City, Qingdao,
Shangdong, PRC Attention: Chief Executive Officer.
Board
of
Directors’ Meetings
During
our fiscal year ending December 31, 2009, we did not hold any meetings of the
Board of
Directors, although our Board of Directors did act
by unanimous written consent.
INDEMNIFICATION
OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes a
corporation’s board of directors to grant, and authorizes a court to award,
indemnity to officers, directors and other corporate agents.
As
permitted by Section 102(b)(7) of the Delaware General Corporation Law, the
Company’s certificate of incorporation includes provisions that eliminate the
personal liability of its directors for monetary damages for breach of their
fiduciary duty as directors. To the extent Section 102(b)(7) is interpreted, or
the Delaware General Corporation Law is amended, to allow similar protections
for officers of a corporation, such provisions of the Company’s certificate of
incorporation shall also extend to those persons. In addition, we have entered
into Indemnification Agreements with our Directors, which provide for similar
rights.
In
addition, as permitted by Section 145 of the Delaware General Corporation Law,
the bylaws, certificate of incorporation and Indemnification Agreements of the
Company provide that:
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The Company shall indemnify its
directors and officers for serving the Company in those capacities or for
serving other business enterprises at the Company’s request, to the
fullest extent permitted by Delaware law. Delaware law provides that a
corporation may indemnify such person if such person acted in good faith
and in a manner such person reasonably believed to be in or not opposed to
the best interests of the Company and, with respect to any criminal
proceeding, had no reasonable cause to believe such person’s conduct was
unlawful.
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The Company may, in its
discretion, indemnify employees and agents in those circumstances where
indemnification is permitted by applicable
law.
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The Company is required to
advance expenses, as incurred, to its directors and officers in connection
with defending a proceeding, except that such director or officer shall
undertake to repay such advances if it is ultimately determined that such
person is not entitled to
indemnification.
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The Company will not be obligated
pursuant to the bylaws to indemnify a person with respect to proceedings
initiated by that person, except with respect to proceedings authorized by
the Company’s board of directors or brought to enforce a right to
indemnification.
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The rights conferred in the
bylaws are not exclusive, and the Company is authorized to enter into
indemnification agreements with its directors, officers, employees and
agents and to obtain insurance to indemnify such
persons.
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The Company may not retroactively
amend the bylaw provisions to reduce its indemnification obligations to
directors, officers, employees and
agents.
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These
indemnification provisions may be sufficiently broad to permit indemnification
of the Company’s officers and directors for liabilities (including reimbursement
of expenses incurred) arising under the Securities Act of 1933. The
Company may at the discretion of the board of directors purchase and maintain
insurance on behalf of any person who holds or who has held any position
identified in the paragraph above against any and all liability incurred by such
person in any such position or arising out of his status as such.
Insofar
as indemnification by us for liabilities arising under the Securities Act may be
permitted to our directors, officers or persons controlling the company pursuant
to provisions of our articles of incorporation and bylaws, or otherwise, we have
been advised that in the opinion of the SEC, such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.
In the event that a claim for indemnification by such director, officer or
controlling person of us in the successful defense of any action, suit or
proceeding is asserted by such director, officer or controlling person in
connection with the securities being offered, we will, unless in the opinion of
our counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
us is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
At the present time, there
is no pending litigation or proceeding involving a director, officer, employee
or other agent of ours in which indemnification would be required or permitted.
We are not aware of any threatened litigation or proceeding, which may result in
a claim for such indemnification.
NO
STOCKHOLDER ACTION REQUIRED
This
Information Statement is being provided for informational purposes only, and
does not relate to any meeting of stockholders. Neither applicable securities
laws, nor the corporate laws of the State of Delaware require approval of the
transactions contemplated by the Share Exchange.
No vote or other action is being
requested of the Company’s stockholders. This Information Statement is provided
for informational purposes only.
STOCKHOLDER
COMMUNICATIONS WITH DIRECTORS
Stockholders
who want to communicate with our Board or any individual director can write
to:
Qingdao
Hongguan Shoes Co., Ltd.
269
First Huashan Road
Jimo
City, Qingdao
Shandong,
PRC
Your
letter should indicate that you are a stockholder of the
Company. Depending on the subject matter, management
will:
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Forward
the communication to the Director or Directors to whom it is
addressed;
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Attempt
to handle the inquiry directly; or
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Not
forward the communication if it is primarily commercial in nature or if it
relates to an improper or irrelevant
topic.
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At each
Board meeting, a member of management presents a summary of all communications
received since the last meeting that were not forwarded and makes those
communications available to the Directors on request.
WHERE
YOU CAN FIND MORE INFORMATION
We file
reports with the SEC. These reports, including annual reports,
quarterly reports as well as other information we are required to file pursuant
to securities laws. You may read and copy materials we file with the
SEC at the SEC’s Public Reference Room at 100 F. Street, N.E., Washington, D.C.
20549. You may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The SEC
maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC at http://www.sec.gov.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this information statement on Schedule 14F-1 to be signed on its behalf
by the undersigned hereunto duly authorized.
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DATONE,
INC.
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Date: March
1, 2010
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By:
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/s/
Tao Wang
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Tao
Wang
Chief
Executive Officer
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