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Sutor Steel Technology Announces Filing of a Preliminary Inf

发布日期:2018年10月02 编辑:

CHANGSU, China, Feb. 6 /Xinhua-PRNewswire/ -- Bronze Marketing,

Inc. ("Bronze Marketing") (OTC Bulletin Board: BNZE.OB) announced the filing

of a preliminary information statement on Schedule 14C with the U.S.

Securities and Exchange Commission. The Schedule 14C, which was filed with

the SEC on February 2, 2007, relates to the approval by Bronze Marketing's

Board of Directors and shareholders of Bronze Marketing's Amended and Restated

Articles of Incorporation which:

- increase Bronze Marketing's authorized capital stock;

- effectuate a 1-for-10 reverse stock split of Bronze Marketing's capital

stock; and

- change the name of the company to Sutor Technology Group Ltd.

As described in a February 2, 2007 press release, Bronze Marketing

completed a stock exchange transaction whereby Sutor Steel's shareholders were

issued 323,380.52 shares of Bronze Marketing's Series B Voting Convertible

Preferred Stock in exchange for 100% of the issued and outstanding shares of

Sutor Steel. On an as-converted to common stock basis, the shares of Series B

Voting Convertible Preferred Stock received by the shareholders of Sutor Steel

represent 85.2% of the total issued and outstanding capital stock of Bronze

Marketing. The February 2, 2007 press release also announced the closing of a

private placement financing transaction in which Bronze Marketing issued

39,473.68 shares of its Series B Voting Convertible Preferred Stock in

exchange for $12.0 million in gross offering proceeds, before payment of

commissions and fees. The shares of Series B Voting Convertible Preferred

Stock issued to investors in the private placement financing transaction

represent approximately 10.4% of the total issued and capital stock of Bronze

Marketing, on an as-converted to common stock basis. Upon completion of both

the stock exchange transaction and private placement financing transaction,

the holders of the Series B Voting Convertible Preferred Stock controlled

approximately 95.6% of the total issued and capital stock of Bronze Marketing,

on an as-converted to common stock basis.

The action to increase Bronze Marketing's authorized common stock, as

described in Bronze Marketing's preliminary Schedule 14C, is designed

primarily to accommodate the conversion of Bronze Marketing's Series A Voting

Convertible Preferred Stock and Series B Voting Convertible Preferred Stock

into common stock. After the amendment and restatement of Bronze Marketing's

Articles of Incorporation, the authorized common stock of Bronze Marketing

will be increased from 100,000,000 to 500,000,000 shares. Shares of Series A

Voting Convertible Preferred Stock convert into shares of common stock on a

98-to-1 basis and shares of Series B Voting Convertible Preferred Stock

convert into shares of common stock on a 1000-to-1 basis and, thereafter, are

subject to the 1-to-10 reverse split, described in the next paragraph.

The preliminary Schedule 14C information statement also described the 1-

for-10 Reverse Split of Bronze Marketing's capital stock, which has been

approved by Bronze Marketing's Board of Directors and shareholders and will be

effectuated by operation of the Amended and Restated Articles of

Incorporation. The 1-for-10 Reverse Split will reduce the number of issued

and outstanding shares of Bronze Marketing's capital stock and number of

shares of its common stock issuable upon conversion of the shares of Bronze

Marketing's preferred stock, and effectively increases the number of

authorized and unissued capital stock available for future issuance. The 1-

for-10 Reverse Split will become effective when the Amended and Restated

Articles of Incorporation are filed with the Secretary of State of the State

of Nevada following the expiration of the 20-day period mandated by Rule 14c

of the Securities Exchange Act of 1934.

When the reverse split becomes effective, each share of common stock will

automatically become one-tenth of a share of common stock. The table below

illustrates the capital structure of Bronze Marketing as of the filing date of

the Schedule 14C and upon effectiveness of the amendment to and restatement of

Bronze Marketing's Articles of Incorporation, after giving effect to the

conversion of the Preferred Stock into common stock and the reverse stock

split:

Before Conversion of After Conversion of

Preferred Stock and Preferred Stock and

Reverse Stock Split Reverse Stock Split

% %

Title of Issued Total Number of Total

and Outstanding Number of Capital Shares of Capital

Shares Shares Stock Common Stock Stock

Common Stock 1,500,000 0.4% 150,000 0.4%

Series A Preferred

Stock 155,122 4.0% 1,520,195 4.0%

Series B Preferred

Stock 362,854.2 95.6% 36,285,420 95.6%

Total 100% 37,955,615 100%

The approval by Bronze Marketing's Board of Directors and shareholders of

the Amended and Restated Articles of Incorporation also operates to change the

name of the company from "Bronze Marketing, Inc." to "Sutor Technology Group

Limited." The name change to "Sutor Technology Group Limited" will more

accurately reflect the anticipated future business operations.

Additional information regarding the increase in Bronze Marketing's

authorized capital stock, its 1-for-10 reverse stock split and the name change

as well as a copy of Bronze Marketing's Amended and Restated Articles of

Incorporation can be found in Bronze Marketing's Preliminary Information

Statement on Schedule 14C and its Current Report on Form 8-K, each of which

were dated and filed with the U.S. Securities Exchange Commission on February

2, 2007 via the SEC's EDGAR database located at www.sec.gov.

Bronze Marketing's shares are listed on the Over-the-Counter (OTC)

Bulletin Board under the symbol, BNZE.OB

Sutor Steel manufactures and sells steel finishing fabrication products

through its wholly owned subsidiaries Changshu Huaye Steel Strip Co., Ltd. and

Jiangsu Coldrolled Technology Co., Ltd. Its products are typically used in

the construction industry, widely applied in manufacturing of electrical

household appliance parts and outer casings, electronics, infrastructure and

large industrial equipment.

FORWARD LOOKING STATEMENTS

This release contains certain "forward-looking statements" relating to the

business of Bronze Marketing and its subsidiary companies, which can be

identified by the use of forward-looking terminology such as "believes,

expects" or similar expressions. Such forward looking statements involve

known and unknown risks and uncertainties, including all business

uncertainties relating to product development, marketing, concentration in a

single customer, raw material costs, market acceptance, future capital

requirements, competition in general and other factors that may cause actual

results to be materially different from those described herein as anticipated,

believed, estimated or expected. Certain of these risks and uncertainties are

or will be described in greater detail in our filings with the Securities and

Exchange Commission. Bronze Marketing is under no obligation to (and expressly

disclaims any such obligation to) update or alter its forward-looking

statements whether as a result of new information, future events or otherwise.

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