mLight Tech, Inc. (OTCMKTS:MLGT) Files An 8-K Entry into a Material Definitive AgreementItem 5.02 Entry into a Material Definitive Agreement.
Item 5.02 Amendments to Articles of Incorporation or Bylaws;
On July 3, 2017, the Board of Directors of mLight Tech, Inc. (the “Company”), voted unanimously to approve a change in domicile from Florida to Nevada (the “Reincorporation”) upon the consent of the majority shareholders of the Company. The Reincorporation will be consummated on July 11, 2017 to an agreement and plan of merger (the “Plan of Merger”) between the Company and its wholly owned subsidiary CX Network Group, Inc., a Nevada corporation (“CX”), whereby the Company merged with and into CX with CX as the surviving corporation that operates under the name “CX Network Group, Inc.” In connection with the Reincorporation the Company and CX filed (i) articles of merger (the “Nevada Articles of Merger”) with the Secretary of State of the State of Nevada, and (ii) articles of merger (the “Florida Articles of Merger”) with the Secretary of State of the State of Florida. Following the merger, the Company’s corporate existence is governed by the laws of the State of Nevada and the Articles of Incorporation and bylaws of CX (the “Nevada Articles” and the “Nevada Bylaws”, respectively).
Upon consummation of the transactions contemplated by the Plan of Merger, the daily business operations of the Company continued as they were conducted by the Company immediately prior to the Reincorporation and the officers and directors of the Company became the officers and directors of the surviving corporation. The Reincorporation did not affect any of the Company’s material contracts with any third parties, and the Company’s rights and obligations under such material contractual arrangements continue to be rights and obligations of the Company after the Reincorporation. The Reincorporation did not result in any change in headquarters, business, jobs, management, location of any of the offices or facilities, number of employees, assets, liabilities or net worth (other than as a result of the costs incident to the Reincorporation) of the Company.
Upon the effectiveness of the Reincorporation:
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1. |
each outstanding share of Common Stock of the Company, par value $0.0001 per share (the "Common Stock") will be converted into 0.0667 shares of common stock, par value $0.0001 per share, of CX (the "CX Common Stock"); |
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2. |
One share of CX Common Stock held by the Company immediately prior to the effectiveness of the Reincorporation representing all issued and outstanding share of CX immediately prior to the effectiveness of the Reincorporation will be retired and canceled. |
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3. |
the Nevada Articles will become the articles of the surviving corporation; and |
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4. |
the Nevada Bylaws will become the bylaws of the surviving corporation. |
Articles of Incorporation
The Nevada Articles provide for 25,000,000 authorized shares of capital stock, consisting of 20,000,000 shares of CX Common Stock and 5,000,000 shares of preferred stock, par value $0.0001 per share.
Bylaws
The Nevada Bylaws provide, among other things, that each stockholder represented at a meeting of shareholders be entitled to cast one vote for each share of the capital stock entitled to vote held by such stockholder; the Board of Directors shall consist of a minimum of one member and a maximum of nine members, the exact number of which shall be fixed by the Board of Directors; directors shall be elected by a majority of the votes cast at annual meetings of stockholders; and each director so elected shall hold office until the next annual meeting or special meeting of shareholders called for that purpose and until his successor is duly elected and qualified, or until his earlier resignation or removal. Directors and officers shall be indemnified to the extent required by the Nevada Revised Statutes. Vacancies and newly created directorships resulting from any increase in the authorized number of directors shall be filled solely by a majority of the directors then in office.
The foregoing descriptions of the Plan of Merger, the Nevada Articles of Merger, the Florida Articles of Merger, the Certificate of Designation, the Nevada Articles and the Nevada Bylaws are qualified in their entirety by reference to the full text of the Plan of Merger, the Nevada Articles of Merger, the Florida Articles of Merger, the Nevada Articles and the Nevada Bylaws, copies of which are filed as Exhibits 2.1, 2.2, 2.3, 3.1 and 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.02.Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
Directors and Officers of the Surviving Corporation
According to the Plan of Merger, upon the consummation of the Reincorporation, the officers and directors of the Company shall become the officers and directors of CX, the surviving corporation, and such persons shall hold office in accordance with the Nevada Bylaws until their respective successors shall have been appointed or elected.
Immediately prior to the consummation of the Reincorporation, the officers and directors of CX consist of the following:
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Name |
Age |
Position |
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Jiyin Li |
Chairman |
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Huibin Su |
Director, Chief Executive Officer, Chief Financial Officer, Principal Accounting Manager and Secretary |
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Zizhong Huang |
Chief Operating Officer |
On July 5, 2017, the Board of the Directors of the Company approved the appointment of Mr. Huibin Su as the Secretary of the Company, effective immediately. Mr. Su was also appointed as the Principal Accounting Manager of the Company by the Board of the Directors of the Company on May 15, 2017, effective immediately. As a result, immediately prior to the consummation of the Reincorporation, the officers and directors of the Company consist of the following (which will be the directors and officers of CX, the surviving corporation, upon the consummation of the Reincorporation):
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Name |
Age |
Position |
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Jiyin Li |
Chairman |
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Huibin Su |
Director, Chief Executive Officer, Chief Financial Officer, Principal Accounting Manager and Secretary |
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Zizhong Huang |
Chief Operating Officer |
Item 5.02 Financial Statements and Exhibits.
(d) Exhibits.
mLight Tech, Inc. ExhibitEX-2.1 2 mlgt_ex21.htm AGREEMENT AND PLAN OF MERGER mlgt_ex21.htmEXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER OF MLIGHT TECH,…To view the full exhibit click here