THIS INFORMATION
STATEMENT IS BEING PROVIDED TO
YOU BY
THE BOARD OF DIRECTORS OF THE COMPANY
WE ARE
NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
UONLIVE
CORPORATION
1107,
Lippo Centre Tower 1,
89 Queensway,
Admiralty,
Hong Kong
+852 3703
6155
INFORMATION
STATEMENT
April 19,
2021
GENERAL
INFORMATION
This Information Statement
has been filed with the Securities and Exchange Commission and is being furnished, pursuant to Section 14C of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), to the holders (the “Stockholders”) of the common stock, par value
$.001 per share (the “Common Stock”), of Uonlive Corporation, a Nevada Corporation (the “Company”), to notify
such Stockholders that on or about April 7, 2021, the Company received written consents in lieu of a meeting of Stockholders from Raymond
Fu, the Director and beneficial owner of Uonlive (Hong Kong) Limited, the majority stockholder of 99%, when rounded, of the voting securities
of the total issued and outstanding shares of voting stock of the Company (the “Majority Stockholders”) to authorize the Company’s
Board of Directors to approve the following:
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(1)
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to effectuate a 1:20 reverse stock split of our issued and outstanding shares of Common Stock (the “Reverse
Stock Split”); and
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(2)
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to keep the authorized shares of Common Stock at 1,000,000,000 (the “Authorized Shares”) ;
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On April 7, 2021, the Board
of Directors of the Company approved the Reverse Stock Split and the Authorized Shares in a written consent in lieu of a meeting on April
7, 2021. Accordingly, your consent is not required and is not being solicited in connection with the approval of the actions. The Reverse
Stock Split will become effective at such future date as determined by the Board, as evidenced by the filing of a Certificate of Amendment
with the Secretary of State of the State of Nevada, but in no event earlier than the 20th calendar day after this Information Statement
is mailed or furnished to the stockholders of record as of April 17, 2021.
WE ARE NOT ASKING YOU FOR
A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.
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For the Board of Directors of
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Uonlive Corporation
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Date: April 19, 2021
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By:
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/s/ Raymond Fu
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Uonlive Corporation
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Chief Executive Officer and Director
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RECOMMENDATION
OF THE BOARD OF DIRECTORS
The Board of Directors of the
Company (the “Board”) believes that, the number of outstanding shares of our Common Stock, compared to the market price, have
contributed to a lack of investor interest in the Company and has made it difficult to attract new investors and potential business candidates.
As a result, the Board has proposed the Reverse Stock Split as one method to attract business opportunities in the Company.
ACTIONS
TO BE TAKEN
This Information Statement
contains a summary of the material aspects of the actions approved by the Board and the holders of the majority of the outstanding voting
capital stock of the Company.
ACTION
I REVERSE STOCK SPLIT DECREASE THE NUMBER OF ISSUED AND OUTSTANDING SHARES OF OUR COMMON STOCK BY THE SPLIT DENOMINATOR
GENERAL
The Board approved a resolution
to effectuate a 1:20 reverse stock split. Under this reverse stock split each 20 shares of our Common Stock will be automatically converted
into 1 share of Common Stock. To avoid the issuance of fractional shares of Common Stock, the Company will issue an additional share to
all holders of fractional shares. The effective date of the reverse stock split will be approximately May 14, 2021. The Reverse Stock
Split will become effective at such future date as determined by the Board, as evidenced by the filing of a Certificate of Change with
the Secretary of State of the State of Nevada in the form attached as Exhibit A, but in no event earlier than the 20th calendar
day after this Information Statement is mailed or furnished to the stockholders of record as of April 17, 2021.
PLEASE NOTE THAT THE REVERSE
STOCK SPLIT WILL NOT CHANGE YOUR PROPORTIONATE EQUITY INTERESTS IN THE COMPANY, EXCEPT AS MAY RESULT FROM THE ISSUANCE OR CANCELLATION
OF SHARES PURSUANT TO THE FRACTIONAL SHARES.
PLEASE NOTE THAT THE REVERSE
STOCK SPLIT WILL HAVE THE EFFECT OF SUBSTANTIALLY INCREASING THE NUMBER OF SHARES THE COMPANY WILL BE ABLE TO ISSUE TO NEW OR EXISTING
SHAREHOLDERS BECAUSE THE NUMBER OF AUTHORIZED SHARES WILL REMAIN AT 1,000,000,000.
PURPOSE AND MATERIAL EFFECTS OF THE REVERSE
STOCK SPLIT
The Board of Directors believe
that, among other reasons, the number of outstanding shares of our Common Stock, compared to the market price, have contributed to a lack
of investor interest in the Company and has made it difficult to attract new investors and potential business candidates. As a result,
the Board of Directors has proposed the Reverse Stock Split as one method to attract business opportunities in the Company.
When a company engages in
a reverse stock split, it substitutes one share of stock for a predetermined amount of shares of stock. It does not increase the market
capitalization of the company. An example of a reverse split is the following. A company has 10,000,000 shares of common stock outstanding.
Assume the market price is $.01 per share. Assume that the company declares a 1 for 5 reverse stock split. After the reverse split, that
company will have 1/5 as many shares outstanding, or 2,000,000 shares outstanding. The stock will have a market price of $0.05. If an
individual investor owned 10,000 shares of that company before the split at $.01 per share, he will own 2,000 shares at $.05 after the
split. In either case, his stock will be worth $100. He or she is no better off before or after. Except that such company hopes that the
higher stock price will make that company look better and thus the company will be a more attractive merger target for potential business.
There is no assurance that that company’s stock will rise in price after a reverse split or that it would continue to meet the senior
exchange's requirements.
We believe that the reverse
stock split may improve the price level of our Common Stock and that the higher share price could help generate interest in the Company
among investors and other business opportunities. However, the effect of the reverse split upon the market price for our Common Stock
cannot be predicted, and the history of similar stock split combinations for companies in like circumstances is varied. There can be no
assurance that the market price per share of our Common Stock after the reverse split will rise in proportion to the reduction in the
number of shares of Common Stock outstanding resulting from the reverse split. The market price of our Common Stock may also be based
on our performance and other factors, some of which may be unrelated to the number of shares outstanding.
The Reverse Stock Split will
affect all of our stockholders uniformly and will not affect any stockholder’s percentage ownership interests in the Company or
proportionate voting power, except to the extent that the reverse split results in any of our stockholders owning a fractional share.
All stockholders holding a fractional share shall be issued an additional share. The principal effect of the Reverse Stock Split will
be that the number of shares of Common Stock issued and outstanding will be reduced from approximately 652,096,355 shares of Common Stock
as of April 17, 2021, to approximately 32,604,825 shares (depending on the ratio and the number of fractional shares that are issued or
cancelled). The Reverse Stock Split will affect the shares of common stock outstanding.
The Reverse Stock Split will
not affect the par value of our Common Stock. As a result, on the effective date of the Reverse Stock Split, the stated capital on our
balance sheet attributable to our Common Stock will be reduced to less than the present amount, and the additional paid-in capital account
shall be credited with the amount by which the stated capital is reduced. The per share net income or loss and net book value of our Common
Stock will be increased because there will be fewer shares of our Common Stock outstanding.
The Reverse Stock Split will
not affect the par value of our Series A Preferred, nor change the voting rights. However, the number of shares of Common Stock into which
the Series A Preferred may convert shall be reduced proportionately by the Split Denominator. This will have the same effect to the Series
A Preferred on the balance sheet as the Reverse Stock Split will on the Common Stock.
The Reverse Stock Split will
not change the proportionate equity interests of our stockholders, nor will the respective voting rights and other rights of stockholders
be altered. The Common Stock issued pursuant to the Reverse Stock Split will remain fully paid and non-assessable. The Reverse Stock Split
is not intended as, and will not have the effect of, a “going private transaction” covered by Rule 13e-3 under the Securities
Exchange Act of 1934. We will continue to be subject to the periodic reporting requirements of the Securities Exchange Act of 1934.
Stockholders should recognize
that they will own fewer numbers of shares than they presently own (a number equal to the number of shares owned immediately prior to
the filing of the certificate of amendment divided by 20. While we expect that the Reverse Stock Split will result in an increase in the
potential market price of our Common Stock, there can be no assurance that the Reverse Stock Split will increase the potential market
price of our Common Stock by a multiple equal to the exchange number or result in the permanent increase in any potential market price
(which is dependent upon many factors, including our performance and prospects). Also, should the market price of our Common Stock decline,
the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would pertain
in the absence of a reverse split. Furthermore, the possibility exists that potential liquidity in the market price of our Common Stock
could be adversely affected by the reduced number of shares that would be outstanding after the reverse split. In addition, the reverse
split will increase the number of stockholders of the Company who own odd lots (less than 100 shares). Stockholders who hold odd lots
typically will experience an increase in the cost of selling their shares, as well as possible greater difficulty in effecting such sales.
Consequently, there can be no assurance that the reverse split will achieve the desired results that have been outlined above.
Anti-Takeover Effects of
the Reverse Stock Split
THE OVERALL EFFECT OF THE
REVERSE STOCK SPLIT MAY BE TO RENDER MORE DIFFICULT THE ACCOMPLISHMENT OF MERGERS OR THE ASSUMPTION OF CONTROL BY A PRINCIPAL STOCKHOLDER,
AND THUS MAKE DIFFICULT THE REMOVAL OF MANAGEMENT.
The effective increase in
our authorized shares could potentially be used by management to thwart a take-over attempt. The over-all effects of this proposal might
be to render it more difficult or discourage a merger, tender offer or proxy contest, or the assumption of control by a holder of a large
block of the Company’s securities and the removal of incumbent management. The proposal could make the accomplishment of a merger
or similar transaction more difficult, even if, it is beneficial to shareholders. Management might use the additional shares to resist
or frustrate a third-party transaction, favored by a majority of the independent stockholders, that would provide an above market premium,
by issuing additional shares to frustrate the take-over effort.
This proposal is not the
result of management’s knowledge of an effort to accumulate the issuer’s securities or to obtain control of the issuer by
means of a merger, tender offer, solicitation or otherwise.
Neither the Company’s
charter nor its by-laws presently contain any provisions having anti-takeover effects and this proposal is not a plan by management to
adopt a series of amendments to the Company’s charter or by-laws to institute an anti-takeover provision. The Company does not have
any plans or proposals to adopt other provisions or enter into other arrangements that may have material anti-takeover consequences.
As discussed above, the Reverse
Stock Split was the subject of a unanimous vote by the Board of Directors approving the Reverse Stock Split. There are no rules or practices
on any stock exchange that permit such exchange to reserve the right to refuse to list or to de-list any stock which completes a reverse
stock split.
PLANS, PROPOSALS OR ARRANGEMENTS
TO ISSUE NEWLY AVAILABLE SHARES OF COMMON STOCK
The main purpose of completing
this Reverse Stock Split is to list the Company’s Common Stock on a senior exchange.
FRACTIONAL SHARES
We will not issue fractional
certificates for post-reverse split shares in connection with the Reverse Stock Split. Instead, an additional share shall be issued to
all holders of a fractional share. To the extent any holders of pre-reverse split shares are entitled to fractional shares as a result
of the Reverse Stock Split, the Company will issue an additional share to all holders of fractional shares.
STOCKHOLDERS SHOULD NOT DESTROY
ANY STOCK CERTIFICATE AND SHOULD NOT SUBMIT ANY CERTIFICATES WITHOUT THE LETTER OF TRANSMITTAL.
SUMMARY OF REVERSE STOCK SPLIT
Below is a summary of the
reverse stock split:
The issued and outstanding
Common Stock shall be reduced on the basis of one post-split share of the Common Stock for every 20 pre-split shares of the Common Stock
outstanding. The consolidation shall not affect any rights, privileges, or obligations with respect to the shares of the Common Stock
existing prior to the consolidation.
Stockholders of record of
the Common Stock as of April 17, 2021 shall have their total shares reduced on the basis of one post-split share of Common Stock by the
Split Denominator, as to be determined by the Board prior to effectiveness from FINRA, pre-split shares outstanding.
As a result of the reduction
of the Common Stock, the pre-split total of issued and outstanding shares of Common Stock approximately 652,096,355 shares of Common Stock,
as of April 17, 2021, to between approximately 32,604,825 shares (depending on the ratio and the number of fractional shares that are
issued or cancelled).
The Company’s authorized
number of Common Stock shall remain at 1,000,000,000 shares of the Common Stock.
This action has been approved
by the Board and the written consents of the holders of the majority of the outstanding voting capital stock of the Company.
The entire cost of furnishing
this Information Statement will be borne by the Company. The Company will request brokerage houses, nominees, custodians, fiduciaries
and other like parties to forward this Information Statement to the beneficial owners of the Common Stock held of record by them and will
reimburse such persons for their reasonable charges and expenses in connection therewith. The Board of Directors has fixed the close of
business on April 17, 2021, as the record date for the determination of Stockholders who are entitled to receive this Information Statement.
You are being provided with
this Information Statement pursuant to Section 14C of the Exchange Act and Regulation 14C and Schedule 14C thereunder, and, in accordance
therewith, the Reverse Stock Split will not be filed with the Secretary of State of the State of Nevada or become effective until at least
20 calendar days after the mailing of this Information Statement.
ACTION
II THE AUTHORIZED SHARES
GENERAL
The Board approved a resolution
to keep the authorized shares of Common Stock at 1,000,000,000.
PLEASE NOTE THAT THE AUTHORIZED
SHARES AVAILABLE WILL HAVE THE EFFECT OF INCREASING THE NUMBER OF SHARES THE COMPANY WILL BE ABLE TO ISSUE TO NEW OR EXISTING SHAREHOLDERS.
PURPOSE AND MATERIAL EFFECTS OF THE AUTHORIZED
SHARES
The Board of Directors has
taken this action to increase shareholder value.
We believe that the Authorized
Shares could help generate interest in the Company among investors and other business opportunities. However, the effect of the Authorized
Shares upon the market price for our Common Stock cannot be predicted, and the history of similar actions for companies in like circumstances
is varied. There can be no assurance that the market price per share of our Common Stock after the Authorized Shares will rise or fall.
The market price of our Common Stock may also be based on our performance and other factors, some of which may be unrelated to the number
of shares authorized.
The Authorized Shares will
not affect the par value of our Common Stock. As a result, on the effective date of the Authorized Shares, the stated capital on our balance
sheet attributable to our Common Stock will remain the same. The per share net income or loss and net book value of our Common Stock will
remain the same.
The Authorized Shares will
not change the proportionate equity interests of our stockholders, nor will the respective voting rights and other rights of stockholders
be altered. We will continue to be subject to the periodic reporting requirements of the Securities Exchange Act of 1934.
Anti-Takeover Effects of
the Authorized Shares
THE OVERALL EFFECT OF THE
AUTHORIZED SHARES MAY BE TO RENDER MORE DIFFICULT THE ACCOMPLISHMENT OF MERGERS OR THE ASSUMPTION OF CONTROL BY A PRINCIPAL STOCKHOLDER.
The authorized but unissued
Authorized Shares could potentially be used by management to thwart a take-over attempt. The over-all effects of this proposal might be
to render it more difficult or discourage a merger, tender offer or proxy contest, or the assumption of control by a holder of a large
block of the Company’s securities and the removal of incumbent management. The proposal could make the accomplishment of a merger
or similar transaction more difficult, even if, it is beneficial to shareholders. Management might use the additional shares to resist
or frustrate a third-party transaction, favored by a majority of the independent stockholders that would provide an above market premium,
by issuing additional shares to frustrate the take-over effort.
This proposal is not the
result of management’s knowledge of an effort to accumulate the issuer’s securities or to obtain control of the issuer by
means of a merger, tender offer, solicitation or otherwise. It was done as a way to enhance shareholder value.
Neither the Company’s
articles of incorporation, as amended and currently constituted, nor its by-laws presently contain any provisions having anti-takeover
effects and this proposal is not a plan by management to adopt a series of amendments to the Company’s charter or by-laws to institute
an anti-takeover provision. The Company does not have any plans or proposals to adopt other provisions or enter into other arrangements
that may have material anti-takeover consequences.
As discussed above, the Authorized
Shares was the subject of a unanimous vote by the Board of Directors approving the Authorized Shares. There are no rules or practices
on any stock exchange that permit such exchange to reserve the right to refuse to list or to de-list any stock which completes an Authorized
Shares.
PLANS, PROPOSALS OR ARRANGEMENTS
TO ISSUE NEWLY AVAILABLE SHARES OF COMMON STOCK
The main purpose of completing
this Authorized Shares is to enhance shareholder value.
SUMMARY OF AUTHORIZED SHARES
Below is a brief summary
of the Authorized Shares:
The authorized shares of
Common Stock shall remain at 1,000,000,000.
This action has been approved
by the Board and the written consent of the holders of the majority of the outstanding voting power of the Company.
The entire cost of furnishing
this Information Statement will be borne by the Company. The Company will request brokerage houses, nominees, custodians, fiduciaries,
and other like parties to forward this Information Statement to the beneficial owners of the Common Stock held of record by them and will
reimburse such persons for their reasonable charges and expenses in connection therewith.
You are being provided with
this Information Statement pursuant to Section 14C of the Exchange Act and Regulation 14C and Schedule 14C thereunder, and, in accordance
therewith, the Amendments will not be filed with the Secretary of State of the State of Nevada or become effective until at least 20 calendar
days after the mailing of this Information Statement.
This Information Statement
is being mailed on or about April 19, 2021 to all Stockholders of record as of April 17, 2021.
ADDITIONAL
INFORMATION
The Company is subject to
the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance
therewith files reports, proxy statements and other information including annual and quarterly reports on Form 10-K and 10-Q (the “1934
Act Filings”) with the Securities and Exchange Commission (the “Commission”). Reports and other information filed by
the Company can be inspected and copied at the public reference facilities maintained at the Commission at Room 1580, 100 F Street, N.W.,
Washington, DC 20549. Copies of such material can be obtained upon written request addressed to the Commission, Public Reference Section,
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission maintains a web site on the Internet (http://www.sec.gov)
that contains reports, proxy and information statements and other information regarding issuers that file electronically with the Commission
through the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”).
The following documents as
filed with the Commission by the Company are incorporated herein by reference:
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Audited Annual Reports on Form 10 for the years ended December 31, 2019 and December 31, 2020
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OUTSTANDING
VOTING SECURITIES
Our authorized capital stock
consists of (i) 1,000,000,000 shares of Common Stock, par value $0.001 per share, of which 652,096,355 are outstanding as of 17 April
2021, and (ii) 10,000,000 Convertible Preferred stock, par value $0.001 per share, of which 1,520,000 Series A shares and 150,000 Series
B shares are outstanding as of April 17, 2021.