UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO
RULE
13a-16 OR 15d-16
UNDER
THE
SECURITIES EXCHANGE ACT OF 1934
For
June 20
,
2008
Commission
File No. 001-32860
SHANGHAI
CENTURY ACQUISITION CORPORATION
(Name
of
Reporting Company)
23
rd
Floor, Shun Ho Tower,
24-30
Ice House Street, Central,
Hong
Kong SAR, China
(Address
Of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual repo
rts
under
cover Form 20-F or Form 40-F.
Form
20-F
¨
Form 40-F
¨
Indicate
by check mark
if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(1): ____
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7): _____
Indicate
by check mark whether the registrant by furnishing the information contained
in
this form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes
¨
No
x
If
“Yes”
marked, indicate below the file number assigned to the registrant in connection
with Rule 12g3-2(b):
Other
Events.
On
June
20, 2008 Shanghai Century Acquisition Corporation (“Shanghai Century”) notified
holders of its outstanding ordinary shares of the upcoming special meeting
of
shareholders to be held on July 8, 2008 to consider and approve a proposal
for
the appointment of Cosimo Borrelli and Jacqueline Walsh, both of Borrelli
Walsh
Limited, to act jointly and severally as liquidators of Shanghai Century
in
relation to Shanghai Century’s voluntary liquidation. In connection with the
special meeting, Shanghai Century mailed, to all holders of its outstanding
ordinary shares, a form of proxy card regarding the voting of ordinary
shares at
the special meeting, accompanied by a proxy statement describing the
matters to
be considered at the special meeting, prepared substantially in compliance
with
the rules and regulations of Regulation 14A promulgated by the Securities
and
Exchange Commission under the Securities Exchange Act of 1934, as amended,
regarding such matters, notwithstanding that Shanghai Century is technically
exempt from such requirements. The proxy statement and form of proxy
are being
filed as exhibits to this Report of Foreign Issuer on Form 6-K.
The
information in this Report, including the exhibit, shall not be deemed
to be
“filed” for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liabilities of that Section.
It shall
not be deemed incorporated by reference in any filing under the Securities
Act
of 1933, as amended, except as shall be expressly set forth by specific
reference in such a filing.
Exhibits
99.1 Notice
of Special Meeting and Proxy Statement dated June 20, 2008.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934,
the
registrant has duly caused this report to be signed
on
its behalf by the undersigned, thereunto duly authorized.
SHANGHAI
CENTURY ACQUISITION CORPORATION
Dated:
June 20
,
2008
SHANGHAI
CENTURY ACQUISITION CORPORATION
23rd
FLOOR, SHUN HO TOWER
24-30
ICE HOUSE STREET
CENTRAL,
HONG KONG SAR
CHINA
TO
THE
SHAREHOLDERS OF
SHANGHAI
CENTURY ACQUISITION CORPORATION:
You
are
cordially invited to attend an extraordinary general meeting (“meeting”) of
shareholders of Shanghai Century Acquisition Corporation (“
Shanghai
Century
”
or,
the
“
Company
”)
to be
held on July 8, 2008, at the offices of Loeb & Loeb LLP, 10100 Santa Monica
Boulevard, Suite 2200, Los Angeles, California, U.S.A. At the meeting, you
will
be asked to consider a proposal to approve the appointment of Cosimo Borrelli
and Jacqueline Walsh, both of Borrelli Walsh Limited, Level 14, Tower 1
Admiralty Centre, 18 Harcourt Road, Hong Kong PRC, to act jointly and severally
as liquidators of the Company (the “
Liquidators
”)
in
relation to the Company’s voluntary liquidation, with immediate effect, and that
either of them shall have full power to act alone in the winding-up and have
all
the powers of a liquidator contained in the Cayman Islands Companies Law (2007
Revision) to winding-up and dissolving the Company including, but without
limitation, the power to complete the distribution to the shareholders of the
remaining assets of the Company, as expeditiously as possible, upon commencement
of the winding-up. The Company will be deemed dissolved and cease to exist
three
months after the Liquidators have filed an account of the liquidation process
with the Registrar of Companies, disclosing that the liquidation has been
completed.
This
meeting is particularly significant in that Cayman Islands’ law requires
shareholder approval for appointment of a liquidator. Under the articles of
association of the Company (the “
Articles
of Association
”)
the Board of Directors (the “
Board
”
or , the “
Directors
”)
are required to take all such action necessary to dissolve and liquidate the
Company. However, the Directors consider it advisable for an independent
liquidator to be appointed. It is important that your shares are voted at this
special meeting.
We
are
proposing that Cosimo Borrelli and Jacqueline Walsh, both of Borrelli Walsh
Limited, are approved for appointment to act jointly and severally as
Liquidators of Shanghai Century in connection with the Company’s voluntary
liquidation.
After
careful consideration of all relevant factors, the Company’s Board of Directors
has unanimously determined that the appointment of Cosimo Borrelli and
Jacqueline Walsh both, of Borrelli Walsh Limited, to act jointly and severally
as Liquidators to dissolve and wind-up the Company, is fair to, and in the
best
interests of, the Company and its shareholders and has declared it advisable
and
unanimously recommends that the Company’s shareholders vote
“FOR
”
approval of appointment of the Liquidators.
Enclosed
is a notice of special meeting and proxy statement containing detailed
information concerning the Liquidators and the meeting.
Whether
or not you plan to attend the special meeting, we urge you to read this material
carefully and vote your shares
.
I
look
forward to seeing you at the meeting.
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Your
vote is important. Whether you plan to attend the meeting or not
please
sign, date, and return the enclosed proxy card in the envelope provided
as
soon as possible.
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SHANGHAI
CENTURY ACQUISITION CORPORATION
23rd
FLOOR SHUN HO TOWER
24-30
ICE HOUSE STREET
CENTRAL,
HONG KONG SAR
CHINA
NOTICE
OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 8,
2008
TO
THE
SHAREHOLDERS OF
SHANGHAI
CENTURY ACQUISITION CORPORATION:
NOTICE
IS
HEREBY GIVEN that an extraordinary general meeting of shareholders (“meeting”)
of Shanghai Century Acquisition Corporation (“
Shanghai
Century
”,
or the
“
Company
”),
a
Cayman Islands corporation, will be held at 11:00 a.m. California, on July
8,
2008, at the offices of Loeb & Loeb LLP, 10100 Santa Monica Boulevard, Suite
2200, Los Angeles, California, U.S.A., to consider and vote upon a proposal
to
approve:
Appointment
of Cosimo Borrelli and Jacqueline Walsh, both of Borrelli Walsh Limited, to
act
jointly and severally as Liquidators of Shanghai Century in connection with
the
Company’s voluntary liquidation.
Our
Board
of Directors has fixed the close of business on June 12, 2008 as the date for
determining the Shanghai Century shareholders entitled to receive notice of,
and
vote at, the meeting. Only holders of record of our shares on that date are
entitled to have their votes counted at the meeting or any
adjournment.
Your
vote
is important. Please sign, date and return your proxy card as soon as possible
to make sure that your shares are represented at the meeting. If you are a
shareholder of record, you may also cast your vote in person at the meeting.
If
your shares are held in an account at a brokerage firm or bank, you must
instruct your broker or bank how to vote your shares, or you may cast your
vote
in person at the meeting by obtaining a proxy from your brokerage firm or bank.
Your failure to vote or instruct your broker or bank how to vote will not have
the same effect as voting against the proposals.
Our
Board
of Directors recommends that you vote “
FOR
”
approval of the proposal.
By
Order
of the Board of Directors,
Dated:
June 20, 2008
SHANGHAI
CENTURY ACQUISITION CORPORATION
PROXY
STATEMENT FOR EXTRAORDINARY
GENERAL
MEETING OF SHAREHOLDERS
OF
SHANGHAI CENTURY ACQUISITION CORPORATION
The
Board
of Directors of Shanghai Century Acquisition Corporation (“
Shanghai
Century
”
or,
the
“
Company
”)
has
unanimously approved the proposed appointment of Cosimo Borrelli and Jacqueline
Walsh, both of Borrelli Walsh Limited, to act jointly and severally as
Liquidators of Shanghai Century for the Company’s voluntary liquidation. If we
obtain the approval of our shareholders, Cosimo Borrelli and Jacqueline Walsh
both of Borrelli Walsh Limited, will be appointed Liquidators for the
winding-up and dissolution of the Company.
This
proxy statement provides you with detailed information about the appointment
of
the Liquidators and the meeting of Shanghai Century’s shareholders. We encourage
you to carefully read this entire document.
The
Liquidators cannot be appointed unless there is an affirmative vote of the
holders of a majority of the shares voted at the July 8, 2008 meeting for such
proposal
NEITHER
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROXY STATEMENT.
ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This
proxy statement is dated June 20, 2008 and is first being mailed to Shanghai
Century shareholders on or about that date.
SUMMARY
Shanghai
Century’s Articles of Association provided that the Company would continue in
existence only until April 28, 2008 (the “
Termination
Date
”)
and
dissolve if the Company did not complete a business combination by such
Termination Date. Such dissolution of the Company has the same effect as if
it
had formally gone through a voluntary liquidation procedure under the Cayman
Islands’ Companies Law.
Under
the
Company’s Articles of Association the Board of Directors is required to take all
actions necessary to dissolve and liquidate the Company. The Board considers
it
advisable and in the best interests of the Company for an independent liquidator
to be appointed which requires shareholder approval under Cayman Islands’
law. The Board of Directors believe that the appointment of Cosimo Borrelli
and
Jacqueline Walsh, both of Borrelli Walsh Limited, acting jointly and severally
as Liquidators of the Company would be the most efficient and effective means
of
dissolving and winding-up the affairs of the Company.
On
May
28, 2008, the Directors of the Company filed a Notice of Dissolution and
a
Declaration of Solvency with the Registrar of Companies, in addition to
publishing in the Cayman Islands’ Gazette, a notice to all possible creditors of
the Company’s voluntary winding-up and distribution of assets, and inviting such
creditors of the Company to submit any claims by June 6, 2008. The Liquidators
will undertake their own independent assessment of the Company’s creditors and
evaluation of claims.As soon as the affairs of Shanghai Century are fully
wound-up, (which includes the distribution to the holders of shares issued
in
our April 28, 2006 initial public offering (the “Public Shareholders”)), the
Liquidators are required to furnish a final report and account before a final
extraordinary general meeting, which must be called by a public notice at
least
one month before it takes place. After the final meeting, the Liquidators
must
make a return to the Registrar confirming the date on which the meeting was
held
and three months after the date of such filing the Company is deemed
dissolved.
The
Public
Shareholders
will
receive an aggregate sum distribution in proportion to their respective
equity
interests, equal to the amount in the trust account into which the net
proceeds
of our IPO were deposited (the “Trust Account”), plus (i)
one-half
of the interest earned on the Trust Account and (ii)
any
remaining net assets (subject to our obligations under Cayman Islands’ law to
provide for claims of creditors). The proceeds deposited in the Trust Account
may however
,
become
subject to the claims of our creditors (which may include vendors and service
providers that we have engaged to assist us in any way in connection with
our
search for a target business and that are owed money by the Company, as
well as
the target businesses themselves) which could have higher priority than
the
claims of our Public Shareholders.
The
per
share distribution amount will not be determined until after the Liquidators
have evaluated and paid the creditors’ claims and may be less than the IPO price
of US$8.00 per unit, assuming the entire amount of the Trust Account is
available for distribution.
There
will be no distribution from the Trust Account with respect to our warrants
which have expired worthless. The Company will pay the costs of liquidation
from
the remaining assets outside of the Trust Account. The Liquidators will commence
distributions from the Trust Account to the Public Shareholders as expeditiously
as possible. Shanghai Century’s initial shareholders have waived their rights to
participate in any liquidation distribution with respect to the shares that
they
acquired prior to the IPO.
QUESTIONS
AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING
AND
APPOINTMENT OF THE LIQUIDATORS.
Shanghai
Century is furnishing this proxy statement to its shareholders as part of the
solicitation of proxies by its Board of Directors for use at the meeting in
connection with a proposal for the appointment of Borrelli Walsh Limited as
Liquidators of Shanghai Century in relation to the Company’s voluntary
liquidation.
THESE
QUESTIONS AND ANSWERS ARE ONLY SUMMARIES OF THE MATTERS THEY DISCUSS. PLEASE
READ THIS ENTIRE PROXY STATEMENT.
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Q.
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WHAT
IS THE PURPOSE OF THE MEETING?
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A.
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Holders
of Shanghai Century shares will be asked to approve the appointment
of
Cosimo Borrelli and Jacqueline Walsh, both of Borrelli Walsh Limited,
to
act jointly and severally as Liquidators in relation to the voluntary
liquidation of the Company. You are not being asked to vote on the
liquidation of the Company. Under Cayman Islands’ law and the Company’s
Articles of Association, no other business may be transacted at the
meeting.
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Q.
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WHY
IS THE COMPANY PROPOSING THE APPOINTMENT OF A
LIQUIDATOR?
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A.
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Under
the Articles of Association the Board is required to take all such
action
necessary to dissolve and liquidate the Company; however, the Board
considers it advisable for an independent liquidator to be appointed.
Cayman Islands’ law requires shareholder approval for appointment of an
independent liquidator.
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Q.
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WHEN
DOES THE
DISTRIBUTION
TO THE SHAREHOLDERS
ACTUALLY COMMENCE?
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A.
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Distributions
to the Public Shareholders will commence after the Liquidators
have
satisfactorily assessed the Company’s books, records and other financial
documents, for the purpose of establishing the Company’s creditors and
evaluating their claims for payment. This process will
take approximately four to eight weeks. The Company’s Board of
Directors has already provided notice to the creditors through
an
advertisement in the Cayman Islands’ Gazette of the Company’s intended
voluntary liquidation. Although highly unlikely,
the
Liquidators
have the option of submitting an additional advertisement and
notice to
creditors if the Liquidators are not satisfied with the Board of
Directors
actions.
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Q.
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WHAT
IS THE ROLE OF A LIQUIDATOR?
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A.
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The
primary role of a liquidator is to:
·
to
advise and to establish a strategy;
·
to
act upon that advice professionally and to take appointments;
·
to
look after the interests of creditors;
·
to
act impartially at all times;
·
to
follow the ethical guidelines as set out by the licensing bodies;
and
·
to
fulfill statutory obligations of a liquidator placed on him by such
appointment.
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Q.
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WHAT
ARE THE PRIMARY DUTIES
AND
RESPONSIBILITIES
OF
A LIQUIDATOR?
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A.
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The
l
iquidators
are responsible for winding-
up
the Company’s affairs by realizing all the Company’s assets and
distributing them to its creditors. Any remaining assets, including
proceeds from the Trust Account
are distributed
to
the Public Shareholders.
The liquidators will provide the Public Shareholders with periodic
updates
of the liquidation process, and any other material matters, through
the
issuance of press releases and electronic
mail.
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Q.
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WHAT
CAYMAN ISLANDS’ LAW GOVERNS LIQUIDATION OF THE
COMPANY?
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A.
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The
primary law relating to the winding up of a Cayman Islands’ company is the
Companies Law (2007 Revision).
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Q.
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ARE
THERE ANY PREFERENTIAL CREDITORS UNDER CAYMAN ISLANDS
LAW?
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A.
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Section
162 of the Companies Law (2007 Revision)
states
that the preferential payments of debts to be paid in priority
to others
such as certain Cayman Islands taxes due and payable over the previous
12
months and certain wages and salaries not exceed US$122 per
person.
In
any liquidation proceeding under Cayman Islands’ law the funds held in a
trust account may be included in the assets and subject to the
claims of
third parties with priority over the claims of
shareholders.
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Q.
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IS
A LIQUIDATOR REQUIRED TO ADVERTISE FOR
CREDITORS?
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A.
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Yes,
in the Cayman Islands’ Gazette.
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Q.
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COULD
SHAREHOLDERS BE HELD LIABLE FOR THE COMPANY’S
DEBTS?
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A.
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Only
in rare circumstances, such as a premature distribution, would
a
liquidator
seek
monies from a public shareholder after a distribution has been
made
.
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Q.
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DOES
A LIQUIDATOR NEED TO NOTIFY ANYONE OF HIS OR HER
APPOINTMENT?
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A.
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Yes.
Following the appointment of the Liquidators by shareholder approval,
a
notification
will be sent to
the Cayman Islands’
Registrar
of Companies.
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Q.
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WHAT
HAPPENS WHEN THE COMPANY’S AFFAIRS ARE FULLY WOUND
UP?
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A.
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The
Liquidators
must provide notice for (through an advertisement in the Cayman
Island’s
Gazette) and hold a final meeting of the shareholders to present
a final
account of the liquidation and distribution.
The
Company is deemed to be dissolved and ceases to exist 3-months
after the
Liquidators
have
filed a final account
and
report
with the Registrar of Companies and is issued a certificate of
dissolution.
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Q.
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WHO
IS RESPONSIBLE FOR PAYING LIQUIDATION FEES?
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A.
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The
Company is responsible for paying the liquidator’s fees out of its assets.
Under Cayman Islands’ law this could include funds from the Trust
Account.
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Q.
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CAN
FREEZING ORDERS BE OBTAINED BY A LIQUIDATOR?
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A.
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Yes,
by way of obtaining a court order known as a mareva
injunction.
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Q.
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CAN
ADDITIONAL INFORMATION BE OBTAINED BY A LIQUIDATOR FOLLOWING THE
SERVING
OF A MAREVA JUNCTION?
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A.
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Yes,
by way of obtaining a court order known as an Anton Pillar
order.
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Q.
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UNDER
WHAT CIRCUMSTANCES CAN THE FOUNDERS BE HELD PERSONALLY LIABLE FOR
THE
DEBTS OF THE COMPANY?
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A.
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The
founders of the Company, have agreed to indemnify the Company against
certain claims to which the Company may become subject to, but only
to the
extent necessary to ensure that such claims do not reduce the amount
of
the Trust Account. Such claims may, in certain circumstances, include
any
and all loss, liability, damage and expense whatsoever (including,
but not
limited to, any and all legal or other expenses reasonably incurred
in
investigating, preparing or defending against any litigation, whether
pending or threatened) to which the Company may become subject to,
but
only to the extent necessary to ensure that such loss, liability,
claim,
damage or expense does not reduce the amount in the Trust
Account.
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Q.
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CAN
I BRING A CLAIM AGAINST THE DIRECTORS OF THE
COMPANY?
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The
Company’s Article’s of Association, provides that each member of the
Company agrees to waive any claim or right of action he might have,
whether individually, by, or in the right of the Company, against
any
Director on account of any action taken by such Director, or the
failure
of such Director to take any action in the performance of his duties
with
or for the Company; provided that such waiver will not extend to
any
matter in respect of any fraud or dishonesty which may attach to
such
Director.
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Q.
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WHAT
ARE THE DUTIES OF A DIRECTOR?
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A.
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A
director is required to co-operate fully with the liquidator in all
matters relating to the business. All books, records and checks received
must be handed over to the liquidator.
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Q.
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WHAT
IF I DO NOT WANT TO VOTE FOR APPOINTMENT OF THE
LIQUIDATORS?
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A.
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If
you do not want to vote for appointment of the Liquidators, you must
vote
against it. You should be aware, however, that if the proposal for
the
appointment of the Liquidators is not approved, the Company may be
delayed
in liquidating the Company which will cause a delay in distributing
the
funds held in the Trust Account to the Principal Shareholders. Whether
or
not you vote against appointment of the Liquidators, all Public
Shareholders will be entitled to share in the liquidation of the
Trust
Account.
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Q.
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WHAT
IS THE RECORD DATE AND WHO IS ENTITLED TO VOTE AT THE MEETING?
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A.
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The
“record date” for the meeting is June 12, 2008. Record holders of Shanghai
Century shares at the close of business on the record date are entitled
to
vote or have their votes cast at the meeting. On the record date,
there
were 500 shareholders and 16,684,495 outstanding common shares
of Shanghai Century. Each share is entitled to one vote at the meeting.
Shanghai Century’s warrants do not have voting rights with respect to the
meeting.
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Q.
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HOW
MANY VOTES ARE REQUIRED TO PASS THE PROPOSAL?
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A.
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The
proposal for appointment of the Liquidators will require the affirmative
vote of the holders of a majority of the shares voted at the July
8, 2008
meeting for such proposal. An abstention or failure to vote with
respect
to the proposal will not have the same effect as a vote against
the
proposal.
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Q.
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HOW
DO I VOTE MY SHARES AT THE
MEETING?
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A.
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Each
share that you own in your name entitles you to one vote. Your
proxy card
shows the number of shares that you own. There are two ways to
vote your
shares at the meeting:
1.
By
signing and returning the enclosed proxy card
.
If you vote by proxy card, your “proxy,” whose names are listed on the
proxy card, will vote your shares as you instruct on the card.
If you sign
and return the proxy card, but do not give instructions on how
to vote
your shares, your shares will not be voted; or
2.
By
attending the meeting and voting in person
.
We will give you a ballot when you arrive. If your shares are held
in the
name of your broker, bank or another nominee however, you must
obtain a
proxy from the broker, bank or other nominee. That is the only
way that we
can be sure that the broker, bank or nominee has not already voted
your
shares.
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Q.
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WHAT
IF I DECIDE TO REVOKE MY PROXY AND CHANGE MY
VOTE?
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A.
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If
you give a proxy, you may revoke it or change your voting instructions
at
any time before it is exercised by sending a later-dated, signed
proxy
card to Advantage Proxy prior to the date of the meeting, or you
may
attend the meeting in person and vote. You also may revoke your
proxy by
sending a notice of revocation to Advantage Proxy.
If
your shares are held in “street name,” consult your broker for
instructions on how to revoke your proxy or change your
vote.
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Q.
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WHAT
HAPPENS IF I DO NOT GIVE MY BROKER VOTING
INSTRUCTIONS?
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A.
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If
your broker holds your shares in its name and you do not give the
broker
voting instructions, the rules of the Financial Industry Regulatory
Authority prohibit your broker from voting your shares on the proposal.
This is known as a “broker non-vote.” Abstentions or broker non-votes with
respect to the proposal will not have the same effect as a vote
“against”
the proposal.
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Q.
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WHO
DO I CONTACT IF I HAVE QUESTIONS ABOUT VOTING?
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A.
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If
you have questions about voting, you may call Advantage Proxy at
1-800-238-3410, ext. 34.
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Q.
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WHO
DO I CONTACT IF I HAVE QUESTIONS ABOUT THE
PROPOSAL?
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A.
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If
you have questions about the proposal or if you need additional
copies of
the proxy statement or the enclosed proxy card you should
contact:
Mr.
Anthony Kai Yiu Lo or Mr. Franklin D. Chu
Shanghai
Century Acquisition Corporation
23rd
Floor, Shun Ho Tower
24-30
Ice House Street Central
Hong
Kong SAR China
Tel:
(852) 2854-8989
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Q.
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WHAT
IS THE DATE, TIME AND PLACE OF THE MEETING?
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A.
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We
will hold the meeting at 11:00 a.m., California time, on July 8,
2008, at
the offices of Loeb & Loeb LLP, 10100 Santa Monica Boulevard, Suite
2200, Los Angeles, California,
U.S.A.
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PROPOSAL
APPOINTMENT
OF THE LIQUIDATORS
PROPOSAL.
Appointment
of Cosimo Borrelli and Jacqueline Walsh, both of Borrelli Walsh Limited, acting
jointly and severally, as Liquidators of Shanghai Century Acquisition
Corporation in relation to the Company's voluntary liquidation, winding-up
and
dissolution.
REQUIRED
VOTE.
The
approval of this proposal for appointment of the Liquidators will require the
affirmative vote of the holders of a majority of the shares voted at the meeting
for such proposal.
VOLUNTARY
LIQUIDATION OF THE COMPANY.
Notices
.
On
May
28, 2008, the Directors of the Company filed a Notice of Dissolution and
a
Declaration of Solvency with the Registrar of Companies, in addition to
publishing in the Cayman Islands’ Gazette
notice
to
all possible creditors of the Company’s voluntary winding-
up
and
inviting such creditors of the Company to submit claims by June 6, 2008.
The
Liquidators will undertake their own independent assessment of the
Company’s
creditors
and
evaluation of claims
.
Final
Report
.
The
Liquidators will prepare a final report of the Company to be presented at a
final extraordinary general meeting of shareholders and will liaise with the
and
Registrar of Companies to obtain all relevant financial information relating
to
the Company to prepare the final report. The Liquidators must recover any assets
due to the Company and settle a list of the current shareholders. The
Liquidators must also settle any claims against the Company and ensure that
all
obligations due under any agreements made by net the Company have been
fulfilled. The final report of the Company must show the manner in which the
winding-up has been conducted and how the net surplus assets of the Company
have
been distributed to the Public Shareholders.
Final
Extraordinary General Meeting
.
The
Liquidators will arrange for publication of a notice of the final extraordinary
general meeting of the Company to be published at least one month prior to
the date of the meeting and give at least one month’s notice of the date of the
meeting to the shareholders of the Company. At the final extraordinary general
meeting of shareholders, those shareholders entitled to attend and vote at
the
extraordinary general meeting must pass an ordinary resolution to approve the
final report and the proposed distribution by the Liquidators of the net surplus
assets of the Company, if any. The Liquidators must ensure that the costs of
the
liquidation and other liabilities of the Company are paid in full and the
remaining net assets of the Company after payment of such liabilities will
be or
have been distributed to shareholders in accordance with their entitlement
to
such assets under the Articles of Association.
Dissolution
of the Company
.
Once
the
final extraordinary general meeting of shareholders has been held, the
Liquidators must file a return and account of the liquidation process with
the
Registrar of Companies in the Cayman Islands, and certify that the final
extraordinary general meeting has been held and request a certificate of
dissolution. The Company is dissolved deemed to be dissolved and ceases to
exist 3-months after the return and account is filed with the Registrar of
Companies. Upon receipt of the certificate of dissolution from the
Registrar of Companies, the Liquidators will send copies to the relevant parties
connected to the Company.
Distribution
of Assets Upon Liquidation
.
The
Company completed its IPO on April 28, 2006 and received net proceeds of
approximately US$110,000,000. As of May 31, 2008, an amount of approximately
US$
114,503,849 (including interest) of the net proceeds was held in the Trust
Account and invested in money market funds.
Subject
to any potential claims of creditors
,
and
after taking into account the distribution to the Company of
one-half
of the interest,
the
proceeds of the Trust Account plus any
remaining net assets and
residual
assets will be distributed pro-rata to the Public Shareholders.
The
per
share distribution amount will not be determined until after the Liquidators
have evaluated and paid the creditors’ claims and
may be
less than the IPO price of US$8.00 per unit, assuming the entire amount of
the
Trust Account is available for distribution.
Qualifications
.
Upon
shareholder approval, Cosimo Borrelli and Jacqueline Walsh, both of Borrelli
Walsh Limited, will be appointed to act jointly and severally as Liquidators
of
the Company.
Cosimo
Borrelli
Cosimo
Borrelli is a chartered accountant with over 20 years of experience in formal
and informal corporate restructuring, insolvency, forensic accounting and
financial investigations. This experience has included being appointed by courts
(as liquidator or scheme administrator), lenders and financiers, distressed
companies, secured and unsecured creditors, investors and other interested
parties. He has a proven track record in establishing and delivering
restructuring, insolvency and related corporate advisory arrangements in
industries including financial services, property, telecommunications, retail,
manufacturing, and professional services.
Mr.
Borrelli’s assignments often have a cross border focus including work in Hong
Kong, PRC, Taiwan, Malaysia, Australia, United States, United Kingdom, Europe,
Bermuda, British Virgin Islands, Cayman Islands and the Bahamas and involving
the restructuring of private and large publicly listed groups, the investigation
and valuation of loan and non performing loan portfolios for banks and non
bank
institutions, the location, retrieval and sale of assets throughout the world,
the improper enforcement of security, audit and director negligence and
fraud.
Mr.
Borrelli’s investigation and forensic background plays a key role in the
analysis and execution of restructuring and associated assignments and his
wealth of commercial experience means he is well suited to establishing and
implementing solutions to complex problems and disputes.
Professional
Affiliations and Academic Qualifications
:
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Member
of the Hong Kong Institute of Certified Public
Accountants;
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·
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Member
of the Hong Kong Institute of Certified Public Accountants Insolvency
Interest Group;
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·
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Certified
Fraud Examiner;
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·
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Registered
Appointment Taker with the Official Receiver’s Office in Hong
Kong;
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·
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Bachelor
of Arts in Economics, University of Adelaide,
Australia;
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·
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Member
of the Institute of Chartered Accountants in
Australia;
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·
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Member
of the Insolvency Practitioners Association of
Australia.
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Jacqueline
Walsh
Jacqueline
Walsh is a qualified lawyer in Hong Kong and the United States with over 14
years of experience in formal and informal corporate restructuring, insolvency,
court and private receiverships and financial investigations. In the US,
Jacqueline’s experience has included representation of Chapter 7 and 11
bankruptcy trustees, creditors committees and corporate debtors.
During
her 7 years in Asia, Ms. Walsh’s restructuring and insolvency experience has
spanned a range of industries, including retail, property investment and
development, cold storage warehousing, trade and manufacturing. This experience
includes restructuring of listed companies in Hong Kong, operational
restructuring of private corporations, establishing and implementing schemes
of
arrangement, investigatory assignments and asset realization of non-performing
loan portfolios. Many of these assignments include work in Hong Kong, PRC,
US,
Canada, British Virgin Islands, Bermuda, Turks and Caicos, Jersey and Cayman
Islands.
Professional
Affiliations and Academic Qualifications:
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·
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Member
of the Hong Kong Institute of Certified Public Accountants Insolvency
Interest Group;
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·
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Co-Chair
and Founder, International Women’s Insolvency and Restructuring
Confederation - Hong Kong Network;
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Admitted
to the High Court of Hong Kong SAR;
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·
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Admitted
to the Massachusetts and Federal
Bar;
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·
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Juris
Doctor, New England School of Law, Boston, Massachusetts,
USA;
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·
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Bachelor
of Arts in Political Science, Boston College, Chestnut Hill,
Massachusetts, USA.
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Expenses
.
The
Liquidators will be entitled, out of the assets of the Company, to the
Liquidators’ remuneration charged on a time basis at the standard normal hourly
rates of Borrelli Walsh Limited, up to a maximum of US$50,000 and to the
reimbursement of all expenses incurred by them in relation to the voluntary
liquidation of the Company.
We
anticipate that such amount will be paid out of the funds held outside of
the
Trust Account.
RECOMMENDATION.
For
the
reasons previously described herein and after careful consideration, our Board
of Directors have unanimously determined that the proposal to appoint Cosimo
Borrelli and Jacqueline Walsh, both of Borrelli Walsh Limited acting jointly
and
severally as Liquidators of Shanghai Century Acquisition Corporation in relation
to the Company’s voluntary liquidation, is fair to, and in the best interests
of the Company and our shareholders. Our Board of Directors believe that
it is in the best interests of the Company that the shareholders approve
the appointment of Cosimo Borrelli and Jacqueline Walsh both of Borrelli Walsh
Limited acting jointly and severally as Liquidators of the Company, in
relation to the Company’s voluntary liquidation, with immediate effect and that
either of them shall have full power to act alone in the winding-up and have
all
the powers of a liquidator contained in the Cayman Islands Companies Law (2007
Revision) to wind-up and dissolve the Company including, but without limitation,
the power to complete the distribution to the shareholders of the remaining
assets of the Company as expeditiously as possible upon commencement of the
winding-up.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE
“FOR”
THE ADOPTION OF THIS PROPOSAL
SHAREHOLDER
PROPOSALS
Whether
or not the Liquidators are approved, the Company does not expect to have an
annual meeting of shareholders after the special meeting.
DELIVERY
OF DOCUMENTS TO SHAREHOLDERS
Pursuant
to the rules of the Securities and Exchange Commission, the Company and services
that it employs to deliver communications to its shareholders are permitted
to
deliver to two or more shareholders sharing the same address a single copy
of
the Company’s proxy statement. Upon written or oral request, the Company will
deliver a separate copy of this proxy statement to any shareholder at a shared
address who wishes to receive separate copies of such documents in the future.
Shareholders receiving multiple copies of this proxy statement may likewise
request that the Company deliver single copies of such document in the future.
Shareholders may notify the Company of their requests by calling or writing
us
at our headquarters at:
Shanghai
Century Acquisition Corporation
23rd
Floor, Shun Ho Tower
24-30
Ice
House Street Central, Hong Kong SAR China
Tel:
(852) 2854-8989
Attention:
Mr. Anthony Kai Yiu Lo or Mr. Franklin D. Chu
WHERE
YOU CAN FIND MORE INFORMATION
We
file
reports, proxy statements and other information with the Securities and Exchange
Commission as required by the Exchange Act. We file these documents
electronically with the SEC. You may access information about us at the SEC
web
site, which contains reports, proxy statements and other information at
http://www.sec.gov.
You
may
obtain copies of the materials described above at prescribed rates by writing
to
the SEC, Public Reference Section, 100 F Street, N.E., Washington, D.C.
20549-1004. You may obtain information on the operation of the SEC’s Public
Reference Room by calling the SEC at 1-800-SEC-0330.
This
proxy described the material elements of all relevant contracts, exhibits and
other information described in this Proxy.
If
you
would like additional copies of this proxy statement or have questions about
the
proposal, you should contact:
Mr.
Anthony Kai Yiu Lo or Mr. Franklin D. Chu
Shanghai
Century Acquisition Corporation
23rd
Floor, Shun Ho Tower
24-30
Ice
House Street Central
Hong
Kong
SAR China
Tel:
(852) 2854-8989
IN
THE MATTER OF
SHANGHAI
CENTURY ACQUISITION CORPORATION
(IN
VOLUNTARY LIQUIDATION)
________________
GENERAL
PROXY
________________
We,
_______________________________ of ____________________________________, a
member hereby appoint Anthony Lo (co-Chief Executive Officer) and Humphrey
P.
Polanen, (Director) of Shanghai Century Acquisition Corporation to be
our general proxy to vote at the general meeting to be held in the above matter
on July 8, 2008, or at any adjournment thereof.
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Dated
this ____ day of ___, 2008
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for
and on behalf of
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SPECIAL
PROXY
SHANGHAI
CENTURY ACQUISITION CORPORATION
(IN
VOLUNTARY LIQUIDATION)
(“COMPANY”)
We,
_______________________________ of ____________________________________, a
member hereby appoint Anthony Lo (co-Chief Executive Officer) and Humphrey
P.
Polanen, (Director) of Shanghai Century Acquisition Corporation as our
Special Proxy at the general meeting of the Company to be held on July 8, 2008
or at any adjournment thereof, to vote in the following manner:
[Please
indicate your preferred vote by marking “X” for the following
resolution]
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For
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Against
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Abstain
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Resolution
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That
Cosimo Borrelli and G. Jacqueline Fangonil Walsh both of Borrelli
Walsh
Limited of 1401, Level 14, Tower 1, Admiralty Centre, 18 Harcourt
Road,
Hong Kong be appointed as Joint and Several Liquidators (“Liquidators”) of
the Company in the place of the current liquidators and that the
Liquidators be entitled to, out of the assets of the Company, the
Liquidators’ remuneration charged on a time basis at the standard normal
hourly rates of Borrelli Walsh Limited, up to a maximum of US$50,000
and
to the reimbursement of all expenses incurred by them in relation
to the
voluntary liquidation of the
Company.
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Dated
this __ day of ___, 2008
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SIGNED (2)
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NAME
(PRINTED)
for and on behalf of
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Shanghai Century Acquisition Corp. (AMEX:SHA)
과거 데이터 주식 차트
부터 1월(1) 2025 으로 2월(2) 2025
Shanghai Century Acquisition Corp. (AMEX:SHA)
과거 데이터 주식 차트
부터 2월(2) 2024 으로 2월(2) 2025
