UNITED STATES
SECURITIES AND ECHANGE COMMISSION
Washington, C.D. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the
Securities Exchange Act of 1934
Amendment No.1
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14c-5(d)2))
[ ] Definitive Information Statement
TRANSAKT LTD.
(Name of
Registrant as Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
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No fee required |
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Fee computed on table below per Exchange Act Rules
14c-5(g) and 0-11 |
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Title of each class of securities to which transaction
applies: |
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Aggregate number of securities to which transaction
applies: |
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Per unit price or other underlying value of transaction,
computed pursuant to Exchange Act Rule O- 11 (Set forth the amount on
which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid: |
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by
Exchange Act Rule O-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. |
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Amount Previously Paid: |
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Form Schedule or Registration Statement No.: |
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Filing Party: |
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Date Filed: |
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SCHEDULE 14C INFORMATION STATEMENT
Pursuant to
Regulation 14C of the Securities Exchange Act of 1934 as amended
TRANSAKT LTD.
Unit 8, 3/F., Wah Yiu Industrial
Centre, 30-32 Au Pui Wan Street, Fo Tan,
N.T. Hong Kong
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE
REQUESTED NOT TO SEND US A PROXY
This Information Statement is furnished by the Board of
Directors of TransAKT Ltd., a Nevada corporation (“we”, “our”, “us”, the
“corporation"), to the holders of record at the close of business on the record
date, November 9, 2015 of our outstanding common stock, $0.001 par value per
share, pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of
1934, as amended. This Information Statement is being furnished to such
stockholders for the purpose of informing the stockholders in regards to:
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the approval of a reverse stock split of our issued and
outstanding shares on the basis of up to 20 old shares for 1 new share, to
be implemented at the discretion of the Board of Directors by November 9,
2016 (the "Reverse Stock Split"); no fractional shares will be
issued in connection with the Reverse Stock Split, in the case of a
fractional share, the fractional share will be rounded up;
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Our Board of Directors (sole director) approved the Reverse
Stock Split on November 9, 2015.
On November 9, 2015, subsequent to the approval by our Board of
Directors of the Reverse Stock Split, the holder of the majority of the
outstanding shares of our corporation entitled to vote gave us written consent
for the Reverse Stock Split.
Following the expiration of the twenty-day (20) period mandated
by Rule 14c and the provisions of Chapter 78 of the Nevada Revised Statutes, and
subject to the prior approval of The Financial Industry Regulatory Authority
("FINRA"), our corporation intends to give effect to the Reverse Stock
Split. We will not give effect to the Reverse Stock Split until at least twenty
(20) days after the filing and mailing of this Information Statement and subject
to the prior approval of FINRA . Although stockholders have approved the Reverse
Stock Split, we may abandon or delay the Reverse Stock Split if our Board of
Directors determines that it is no longer in the best interests of our
corporation or our stockholders. If the Reverse Stock Split is not implemented
by our Board of Directors by November 9, 2016, the proposal will be deemed
abandoned, without further effect. In that case, our Board of Directors may
again seek stockholder approval at a future date if it deems a reverse stock
split to be advisable at that time.
If our Board of Directors decides to implement the Reverse
Stock Split, it will become effective upon approval of The Financial Industry
Regulatory Authority ("FINRA").
Record Date and Expenses
The entire cost of furnishing this Information Statement will
be borne by our corporation. We will request brokerage houses, nominees,
custodians, fiduciaries and other like parties to forward this Information
Statement to the beneficial owners of our common stock held of record by them.
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Our Board of Directors has fixed the close of business on
November 9, 2015 as the record date for the determination of shareholders who
are entitled to receive this Information Statement. There were 613,447,306
shares of our common stock outstanding on November 9, 2015 and no preferred
shares outstanding. We anticipate that a definitive copy of this Information
Statement will be mailed on or about December 18, 2015 to all shareholders of
record as of the record date.
PLEASE NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY
STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF THE
AMENDMENT TO OUR ARTICLES OF INCORPORATION.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT
TO SEND US A PROXY.
PLEASE NOTE THAT THIS IS NOT AN OFFER TO PURCHASE YOUR SHARES.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS
TO BE ACTED UPON
Except as disclosed elsewhere in this Information Statement,
since January 1, 2014, being the commencement of our last financial year, none
of the following persons has any substantial interest, direct or indirect, by
security holdings or otherwise in any matter to be acted upon:
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any director or officer of our corporation; |
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any proposed nominee for election as a director of our
corporation; and |
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any associate or affiliate of any of the foregoing
persons. |
The shareholdings of our directors and officers are listed
below in the section entitled "Principal Shareholders and Security Ownership of
Management". To our knowledge, no director has advised that he intends to oppose
the Amendment, as more particularly described herein.
PRINCIPAL SHAREHOLDERS AND SECURITY OWNERSHIP OF
MANAGEMENT
As of November 9, 2015, we had a total of 613,447,306 shares of
common stock ($0.001 par value per share) issued and outstanding.
The following table sets forth, as of November 9, 2015, certain
information with respect to the beneficial ownership of our voting securities by
each stockholder known by us to be the beneficial owner of more than 5% of our
voting securities and by each of our current directors and executive officers.
Each person has sole voting and investment power with respect to voting
securities, except as otherwise indicated. Beneficial ownership consists of a
direct interest in the voting securities, except as otherwise indicated.
Name and Address of Beneficial Owner |
Amount and Nature of
Beneficial Ownership |
Percentage
of
Class(1) |
James Wu
Former President, Chief Executive
Officer,
and Director (3)
2 FL NO 28 Lane
231 Fu-Hsin N Rd
Taipei, Taiwan |
17,485,862 |
2.85%
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Cheng Chun-Chih
Former Director (Chairman of Taiwan
Halee
International Co. Ltd.) (4)
NO 3 Lane
141 Sec 3 Pei-Shen Rd
Shen-Ken Hsiaung
Taipei Hsieng, Taiwan |
5,000,000 |
(2) |
Ho Kang-Wing
President, Chief Executive Officer,
and
Director
503 5F Silvercord Tower 2,
30 Canton
Rd
Tsimshatsui Kowloon, HKG |
25,000,000 |
4.08% |
Dr. Shiau Tzong-Huei
Former Director (Chief
Technical Officer of
Taiwan
Halee and Chairman of
TransAKT Taiwan
Corp.) (5)
NO 3 Lane 141 Sec 3
Pei-Shen Rd
Shen-Ken Hsiaung
Taipei Hsieng, Taiwan" |
1,000,000 |
(2) |
Taifen Day
Former Chief Financial Officer
(6)
420 12 Ave N.W.
Calgary, Alberta T2M 0C9
Canada |
Nil |
(2) |
Yam Chi-Wah
Chief Financial Officer
Flat E
7/F Block 21 Laguna City
Kwun Tong, Kowloon, Hong Kong |
2,500,000 |
(2) |
He Jingtian
Director
11 Jinghong Road Hujing
Garden
Daliang Shunde
528300 Foshan Gd
China |
28,000,000 |
4.564% |
He Jiaxian
Director
11 Jinghong Road Hujing
Garden
Daliang Shunde
528300 Foshan Gd
China |
15,000,000 |
2.45% |
Tam Yuk-Ching
Director
23 Sam Mun Tsai Road,
The Beverly Hills
Boulevard Du Lac, House 212, Tai Po, Nt
Hong
Kong |
28,000,000 |
4.564% |
All Directors and Executive Officers as a
Group |
121,985,862
Common
Shares |
19.89% |
| Name and Address of Beneficial Owner |
Amount and Nature of
Beneficial Ownership |
Percentage
of
Class(1) |
Liu Ju-Wen
2nd Floor-2 No 8 Lane 80 San-Min Rd
Song-San District
Taipei City, Taiwan |
39,119,400 |
6.38% |
| Other Shareholders |
39,119,400 Common
Shares |
6.38%
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(1) |
Based on 613,447,306 shares of common stock issued and
outstanding as of November 9, 2015. Beneficial ownership is determined in
accordance with the rules of the SEC and generally includes voting and
investment power with respect to securities. Except as otherwise
indicated, we believe that the beneficial owners of the common stock
listed above, based on information furnished by such owners, have sole
investment and voting power with respect to such shares, subject to
community property laws where applicable. |
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(2) |
Less than 1%. |
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(3) |
James Wu served as our President, Chief Executive
Officer, and Director from October 25, 2004 until March 12,
2015. |
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(4) |
Dr. Shiau Tzong-Huei served as our Director from December
14, 2006 until March 12, 2015. |
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(5) |
Cheng Chun-Chih served as our Director from December 14,
2006 until March 12, 2015. |
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(6) |
Taifen Day served as our Chief Financial Officer from
July 27, 2006 until March 12, 2015. |
REVERSE STOCK SPLIT
Action and Effect
Our Board of Directors approved the Reverse Stock Split so that
it may, at its option, during the next 12 months, consolidate our outstanding
shares, thereby potentially increasing the per share market value of our common
stock, which would make us more attractive as a business combination target.
However, in many cases, the market price of a corporation’s shares declines
after a reverse stock split.
On November 9, 2015, subsequent to the approval by Board of
Directors of the Reverse Stock Split, the holders of the majority of the
outstanding shares of our corporation entitled to vote gave us their written
consent to implement the Reverse Stock Split at the option of the Board of
Directors by November 9, 2016.
Although stockholders have approved the Reverse Stock Split, we
may abandon or postpone the proposal if our Board of Directors determines that
it is no longer in the best interests of our corporation or our stockholders. If
the Reverse Stock Split is not implemented by our Board of Directors by November
9, 2016, the proposal will be deemed abandoned, without further effect. In that
case, our Board of Directors may again seek stockholder approval at a future
date if it deems a reverse stock split to be advisable at that time.
If our Board of Directors decides to implement the Reverse
Stock Split, it will become effective upon approval of The Financial Industry
Regulatory Authority ("FINRA").
DISSENTERS RIGHTS
Under the General Corporation Law of the State of Nevada,
shareholders of our common stock are not entitled to dissenter's rights of
appraisal with respect to our proposed Amendment.
ADDITIONAL INFORMATION
We are subject to the informational requirements of the
Exchange Act, and in accordance therewith file reports, proxy statements and
other information including annual and quarterly reports on Form 10-K and 10-Q
with the Securities and Exchange Commission (the “Commission”). Reports and
other information filed by us can be inspected and copied at the public
reference facilities maintained at the Commission at 100 F Street NW,
Washington, D.C. 20549. Copies of such material can also be obtained upon
written request addressed to the Commission, Public Reference Section, 100 F
Street NW, Washington D.C. 20549, at prescribed rates. The Commission maintains
a website on the Internet (http://www.sec.gov) that contains the filings of
issuers that file electronically with the Commission through the EDGAR system.
Signature
Dated: December 21, 2015
By Order of the Board of Directors
TRANSAKT LTD.
By: /s/ Ho Kang-Wing
Ho Kang-Wing
President, Chief Executive Officer and
Director
TransAKT (PK) (USOTC:TAKD)
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