USChina Channel LLC will help to manage the vote process of US shareholders on the Annual Shareholder Meeting of Shandong Zhouyuan Seed & Nursery Company scheduled on August 7, 2010 at 10:00 a.m. Beijing time
at 1688 ChengGangZhongLu, Laizhou, Shandong Province, China. Following is the Proxy Statement:
Definitive Proxy Statement(Notice & Proxy Card)
SHANDONGZHOUYUANSEEDANDNURSERYCO.
Address: 1688 ChengGangZhongLu, Laizhou, Shandong Province, China
Telephone number:(86) 535-2257888
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON August 7, 2010
Dear Shareholders:
You are cordially invited to attend the annual meeting of shareholders of SHANDONG ZHOUYUAN SEED AND NURSERY CO,(Shandong Zhouyuan (USA)) which will be held at 1688 ChengGangZhongLu, Laizhou, Shandong Province, China, on August 7, 2010, at 10:00 a.m. Beijing time for the following purposes:
1. To re-elect five (5) Directors to hold office until 2011 Annual Meeting of
stockholders or until his successor is duly elected and qualified or until his
earlier resignation or removal.
2.To ratify the transaction that on February 9, 2010, XiaoLiang Zhou purchased
30,000,000 (thirty millions) shares of Common Stock for aggregate
6,000,000 Yuan of Renminbi (CNY) from the Company, at a purchase price of CNY
0.20 (approximately US$0.029) per share, and the payment will install in
twenty-seven month.
3.To ratify the decision that in February 2010, the Board of Directors decided
to change the cooperation domicile from Delaware to Nevada by approving the merger
of Shandong Zhouyuan Seed and Nursery Co. Ltd.,(Delaware) with its subsidiary
Shandong Zhouyuan Seed and Nursery Company (Nevada) by exchanging every share
of Delaware incorporated Shandong Zhouyuan with one share of Nevada incorporated
Shandong Zhouyuan. As a result of this merger, Shandong Zhouyuan Seed and
Nursery Company, incorporated in Nevada, is the only surviving company.
( Note: for shareholder records purposes, the already issued stock certificates
of Delaware incorporated Shandong Zhouyuan still effective, the shareholders
don't need to exchange the old stock certificates with the new stock certificates
of Nevada incorporated Shandong Zhouyuan. The stock ticker SZSN is no change).
4. The authorized shares of the common stock increase to 200,000,000 shares from
150,000,000 shares.
5. To transact such other business as may properly come before the Annual Meeting
or any adjournment or postponement thereof.
Only shareholders of record at the close of business on April 22, 2010, are entitled to have their votes counted at the annual meeting and any adjournments or postponements thereof. We follow SEC E-proxy rules to manage the meeting.
Accompanying this Notice, there are proxy cards mailed to you in the middle of June 2010. We request all stockholders entitled to vote, even if planning to attend the annual meeting, to vote or submit a proxy by using the E-mail, and the telephone, or mail as shown in the proxy cards. Your action will make sure that your shares are represented at the annual meeting. Our Board of Directors recommends that you vote “FOR” all the proposals in the notice. You may revoke your proxy at any time before it is voted. If you attend the meeting and vote in person, your vote will supersede any proxy you may have previously authorized.
The proxy statements have details about the proposals, which published in the website or sent to you by e-mail upon request. We hired Andrew Chien, USChina Channel LLC as our agent in USA to manage the vote process in USA. For English version of proxy information please visit:
We will mail the shareholders lived in China the notice, and proxy cards in Chinese versions and ask them to return the proxy cards directly to the Company.
On behalf of the Board of Directors, I would like to express our appreciation for your continued interest in Shandong Zhouyuan Seed & Nursery Co.
