UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NUMBER 1 TO
SCHEDULE 14C INFORMATION STATEMENT
Reg.ss.240.14c-101
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act
of 1934
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
CHINA CRESCENT ENTERPRISES, INC.
(Name of Registrant as Specified In Its Charter)
Not Applicable
(Name of Person(s) Filing Information Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(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.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
CHINA CRESCENT ENTERPRISES, INC.
14860 Montfort Drive, Suite 210
Dallas, TX 75254
INFORMATION STATEMENT
September ____, 2010
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
To The Shareholders of China Crescent Enterprises, Inc.
This information statement is being provided on behalf of the Board of Directors
(the "Board") of China Crescent Enterprises, Inc. (the "Company") to record
holders of shares of our common stock ("Shareholders") as of the close of
business on the record date of September ___, 2010. This information statement
provides notice that the Board has recommended, and holders of a majority of the
voting power of our outstanding common stock have voted, to approve the
following items:
Proposal 1: To amend the Company's Articles of Incorporation to
increase the authorized common shares of the Company from one billion
(1,000,000,000) to three billion (3,000,000,000).
This information statement describes, in more detail, the actions being taken
and the circumstances surrounding the Board's recommendation of the actions.
The actions for Proposal 1 will become effective as of the filing of an
amendment to the Company's Articles of Incorporation with the Secretary of State
of Nevada.
The Company will bear the expenses relating to this information statement,
including expenses in connection with preparing and mailing this information
statement and all documents that now accompany or may in the future supplement
it.
Only one information statement is being delivered to multiple shareholders
sharing an address, unless the Company has received contrary instructions from
one or more of the shareholders. The Company will undertake to deliver promptly
upon written or oral request a separate copy of the information statement to a
shareholder at a shared address to which a single copy of the information
statement was delivered. You may make a written or oral request by sending a
written notification to the Company's principal executive offices stating your
name, your shared address and the address to which the Company should direct the
additional copy of the information statement or by calling the Company's
principal executive offices. If multiple shareholders sharing an address have
received one copy of this information statement and would prefer the Company
mail each shareholder a separate copy of future mailings, you may send
notification to or call the Company's principal executive offices. Additionally,
if current shareholders with a shared address received multiple copies of this
information statement and would prefer us to mail one copy of future mailings to
shareholders at the shared address, notification of that request may also be
made by mail or telephone call to the Company's principal executive offices.
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The information statement is being provided to you for informational purposes
only. Your vote is not required to approve the action described above. This
information statement does not relate to an annual meeting or special meeting in
lieu of an annual meeting. You are not being asked to send a proxy and you are
requested not to send one. The approximate mailing date of this information
statement is September ___, 2010.
We appreciate your continued interest in China Crescent Enterprises, Inc.
Very truly yours,
/s/Philip J. Rauch
Philip J. Rauch
Chief Financial Officer
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CHINA CRESCENT ENTERPRISES, INC.
14860 Montfort Drive, Suite 210
Dallas, TX 75254
INFORMATION STATEMENT
CHINA CRESCENT ENTERPRISES, INC.
14860 Montfort Drive, Suite 210
Dallas, TX 75254
(972)386-3372
September __, 2010
The Board of the Company determined that it was in the best interest of the
Company and its shareholders to increase the authorized common shares of the
Company from one billion (1,000,000,000) to three billion (3,000,000,000). The
holders of a majority of the voting power of the Company's outstanding common
stock have voted to approve the recommendation of the Board. This information
statement is being provided to shareholders to inform them of the circumstances
surrounding and the reasons for the actions being taken.
PROPOSAL 1:
TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO INCREASE
THE AUTHORIZED COMMON SHARES OF THE COMPANY FROM ONE BILLION
(1,000,000,000) SHARES OF COMMON STOCK TO THREE BILLION
(3,000,000,000) SHARES OF COMMON STOCK.
At September __, 2010, the Company's has 904,232,117 shares of its common stock
issued and outstanding. The Company is authorized to issue up to 1,000,000,000
shares of its common stock. The Company has outstanding equity instruments that
convert into shares of its common stock. If such instruments were to be
exercised or converted, the Company would not have enough shares in its
authorized capital to cover the exercise of all of the outstanding instruments
and still be able to issue shares of its common stock. Without additional shares
authorized, the Company may find itself unable to raise any more capital through
the issuance of common shares if it has issued all of its authorized shares,
though at this time no sources of capital have been identified, and the Company
does not have any plans or proposals in place, though at this time, no sources
of capital have been identified, and the Company does not have any plans or
proposal in place.
NewMarket Technology, Inc., the Majority Shareholder of China Crescent
Enterprises, Inc., submitted its written consent to the shareholder resolution
described in this Information Statement on or about September 17, 2010, to be
effective on or about September __, 2010. As of September 17, 2010, the Majority
Shareholder holds of record 5,000 shares of the Company's Series D Preferred
Super Majority Voting Stock (with a voting equivalent to 51% of the issued and
outstanding common shares) which provides for the holder of the Series D
Preferred Shares to vote as a majority of the total issued and outstanding
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common stock of the Company. The remaining outstanding shares of common stock
are held by greater than a thousand shareholders.
The Company is not soliciting consents or proxies and shareholders have no
obligation to submit either of them. Whether or not shareholders submit consents
should not affect their rights as shareholders or the prospects of the proposed
shareholder resolutions being adopted. The Majority Shareholder has consented to
all of the shareholder resolutions described in this Information Statement by a
written consent. The affirmative vote of the holders of a majority of the
outstanding common stock of the Company is required to adopt the resolutions
described in this Information Statement. Nevada law does not require that the
proposed transaction be approved by a majority of the disinterested
shareholders. A total of 5,000 shares of the Company's Series D Super Majority
Preferred Shares (voting equivalent to 51% of common shares constituting voting
equivalent of 941,139,550 shares of common stock) and 904,232,117 shares of
outstanding common stock, were entitled to vote on the Company's proposed action
described in this Information Statement. For purposes of the written consent to
action on the proposal, it is deemed that the Series D Preferred Super Majority
Voting shareholders voted 941,139,550 shares in favor of the proposal.
THE COMPANY AND THE PROPOSAL
The Company has its executive offices at 14860 Montfort Drive, Suite 210,
Dallas, TX 75254, and its telephone number is (972) 386-3372.
PROPOSAL RECOMMENDED BY THE BOARD OF DIRECTORS
PROPOSAL #1
TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO INCREASE
THE AUTHORIZED COMMON SHARES OF THE COMPANY FROM ONE BILLION
(1,000,000,000) SHARES OF COMMON STOCK TO THREE BILLION
(3,000,000,000) SHARES OF COMMON STOCK.
The Board of the Company determined that it was in the best interest of the
Company and its shareholders to increase the authorized common shares of the
Company from one billion (1,000,000,000) shares to three billion (3,000,000,000)
shares.
We believe that the increase in our authorized common stock is in the best
interest of our corporation. The Company has outstanding equity instruments that
convert into shares of its common stock. If such instruments were to be
exercised or converted, the Company would not have enough shares in its
authorized capital to cover the exercise of all of the outstanding instruments
and still be able to issue shares of its common stock. Without additional shares
authorized, the Company may find itself unable to raise any more capital through
the use of its shares, if it has issued all of its authorized shares, though the
Company does not have any such proposals, plans or arrangements at the time of
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this filing. Additionally, we may enter into agreements for the acquisition of
additional businesses which may require the issuance of additional shares of
common stock, though no such acquisitions have been identified or plans or
arrangements are in place, at the time of this filing.
It is emphasized that management of the Company may effect transactions having a
potentially adverse impact upon the Company's shareholders pursuant to the
authority and discretion of the Company's management to complete share issuances
without submitting any proposal to the stockholders for their consideration.
Holders of the Company's securities should not anticipate that the Company
necessarily will furnish such holders with any documentation concerning the
proposed issuance prior to any share issuances. All determinations (except
involving a merger where more shares will be issued equaling more than 20% of
the issued and outstanding shares prior to the transaction) involving share
issuances are in the discretion and business judgment of the Board of Directors
in their exercise of fiduciary responsibility but require a determination by the
Board that the shares are being issued for fair and adequate consideration.
In the future event that the Board continues to issue shares for capital,
services, or acquisitions, the present management and stockholders of the
Company most likely will not have control of a majority of the voting shares of
the Company. As of the date of this Schedule 14C, no acquisitions have been
identified and the Company has not entered into any agreements to acquire any
such businesses or entered into any agreements to issue shares for capital.
Further, the Company does not have any plans and has not received or made any
proposals for such activities at this time.
It is likely that the Company may acquire other compatible business
opportunities through the issuance of Common Stock of the Company. Although the
terms of any such transaction cannot be predicted, this could result in
substantial additional dilution in the equity of those who were stockholders of
the Company prior to such issuance. There is no assurance that any future
issuance of shares will be approved at a price or value equal to or greater than
the price which a prior shareholder has paid, or at a greater than the then
current market price. Typically unregistered shares are issued at less than
market price due to their illiquidity and restricted nature, and the extended
holding period, before they may be sold.
Possible Anti-Takeover Effects of the Proposed Amendment
The Board acknowledges that increasing the authorized common stock may have the
effect of discouraging or thwarting persons seeking to take control of the
Company through a corporate transaction, tender offer or a proxy fight or
otherwise seeking to bring about the removal of the Company's incumbent
management. While the Proposed Amendment may have anti-takeover ramifications,
the Board believes that the reasons for such Proposed Amendment set forth above
outweigh any disadvantages. To the extent that such amendment may have
anti-takeover effects, such amendment may encourage persons seeking to acquire
the Company to negotiate directly with the Board enabling the Board to consider
the proposed transaction in a manner that best serves the shareholders'
interests. The Proposed Amendment has not been made in response to, and is not
being presented to deter, any effort to obtain control of the Company.
MANAGEMENT INFORMATION
Biographical Information on Officers and Directors and Significant Employees
Below is the Company's current officer and directors, as of September __, 2010.
All directors serve until the next Annual Meeting of the Shareholders.
6
Name Age Position
---------------- --- ----------------------------------
Philip M. Verges 45 Chairman of the Board
James Jiang, PhD 56 Chief Executive Officer
Philip J. Rauch 49 Chief Financial Officer, Director
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Philip Verges. On October 18, 2006, Mr. Verges was appointed to the Board of
Directors of the Company. Mr. Verges is the Chairman of NewMarket Technology,
Inc., the majority shareholder of the Company. Mr. Verges is a 1988 graduate of
the United States Military Academy. His studies at West Point centered on
national security. Mr. Verges served with distinction as a U.S. Army Captain in
a variety of engagements, including research and development of counterterrorism
communication technologies and practices. Mr. Verges' early career after the
Army includes time in the Computer Sciences Research and Development Department
of General Motors as well as experience teaching systems engineering methodology
and programming to Electronic Data Systems ("EDS") employees from 1991 to 1995.
Mr. Verges' first business start-up experience was at EDS in a new division
concentrating on call center technology in financial institutions. Later in
1995, he added to his start-up experience at a $30 million technology services
business with the responsibility to open a new geographic region with a
Greenfield operation. Mr. Verges founded NewMarket Technology in 1997 and served
as its President and CEO from 1992 through January 2010.
James Jiang, PhD. Dr. James Jiang was appointed Chief Executive Officer of the
Company on February 1, 2010. Dr. Jiang was previously the Managing Director of
Clipper Technology, Ltd., a wholly-owned subsidiary of the Company. Dr. Jiang
has over 18 years of senior executive management experience in the information
technology and wireless industries. His management resume includes posts with
multinational firms including British Telecom Laboratory, Telular Corp,
Singapore Technologies and GaozhiSoft, Inc. Dr. Jiang has extensive knowledge of
GSM/GPRS systems and architecture, 3G wireless communications and Internet
technologies. In 1996, he developed and launched AirTrak, China's first
e-commerce service to deliver commerce information from the Internet via a
wireless network, and was the Chief Architect of a web content cache engine and
mobile application platform. Dr. Jiang holds two patents in Viterbi Decoding and
Dynamic Contents Extraction, and is a World Bank Scholar.
Philip J. Rauch. On October 18, 2006, Mr. Rauch was appointed the Chief
Financial Officer and a Director of the Company. Mr. Rauch is the Chief
Financial Officer and a Director of NewMarket Technology, Inc., the majority
stockholder of the Company. Mr. Rauch holds a Bachelor of Science in Economics
degree with honors from the University of Pennsylvania Wharton School of
Business, with a concentration in finance and accounting. From February 2004 to
February 2007, Mr. Rauch served as the Chief Operating and Financial Officer of
Defense Technology Systems, Inc. Beginning in 1997, Mr. Rauch served in a senior
capacity at AboveNet, Inc. (formerly Metromedia Fiber Network, Inc.) as Vice
President, Business Operations, and later as Controller.
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EXECUTIVE COMPENSATION
The following table sets forth certain information concerning
compensation paid by the Company to the Chief Executive Officer ("CEO"), the
Chief Financial Officer ("CFO") for the fiscal years ended December 31, 2009 and
2008 (the "Named Executive Officers"):
Noneequity Nonqualified
incentive deferred
Stock Option plan compensation All other
Name & Salary Bonus awards awards compensation earnings compensation Total
Position Year ($) ($) ($) ($) ($) ($) ($) ($)
--------------- ------ ----------- ------- -------- -------- --------------- --------------- --------------- ----------
Paul K. 2009 $150,000 $- $ -0- $ -0- $ -0- $-0- $-0- $150,000
Danner,(1) 2008 $87,500 $- $ -0- $ -0- $ -0- $-0- $-0- $87,500
James Jiang, 2009 $72,000 $- $ -0- $ -0- $ -0- $-0- $-0- $72,000
CEO(2)
Philip J. 2009 $75,000 $- $ -0- $ -0- $ -0- $ -0- $ -0- $75,000
Rauch, CFO 2008 $50,000 $- $ -0- $ -0- $ -0- $-0- $-0- $50,000
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(1) Mr. Danner was appointed President and Chief Executive Officer
effective July 1, 2008 and resigned in February 2010.
(2) Mr. Jiang was appointed the CEO in February 2010, prior to that he
served as the managing director of the Company's subsidiary, Clipper
Technology, Ltd. He received an annual salary of $72,000 during the
year ended December 31, 2009. With his appointment as the CEO in
February 2010, he will continue to receive an annual salary of $72,000
from the Company.
Outstanding Equity Awards At Fiscal Year End
The following table sets forth certain information concerning
outstanding equity awards held by the President and the Company's two most
highly compensated executive officers for the fiscal year ended December 31,
2009 the "Named Executive Officers"):
Option Awards Stock awards
Equity
incentive
Equity plan
incentive Equity awards:
plan incentive Market
awards: plan or
Number of Number of Number of Number Market awards: payout
securities securities securities of value of Number value of
underlying underlying underlying shares shares of unearned
unexercised unexercised unexercised Option Option or units of units unearned shares,
options options unearned exercise expiration of stock of stock shares, units or
Name (#) (#) options price date that that units or others
exercisable unexercisable (#) ($) have not have not other rights
vested vested rights that
(#) ($) that have not
have not vested
vested ($)
(#)
-------------- ----------- ------------ ----------- ---------- ----------- ---------- ---------- ---------- ----------
Paul Danner, -0- -0- -0- $ -0- - -0- $ -0- -0- -0-
CEO &
Director (1)
-------------- ----------- ------------ ----------- ---------- ----------- ---------- ---------- ---------- ----------
Philip J. -0- -0- -0- $ -0- - -0- $ -0- -0- -0-
Rauch, CFO
& Director
-------------- ----------- ------------ ----------- ---------- ----------- ---------- ---------- ---------- ----------
(1) Mr. Danner resigned as an officer and director of the Company in February 2010.
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The foregoing compensation table does not include certain fringe
benefits made available on a nondiscriminatory basis to all Company employees
such as group health insurance, dental insurance, long-term disability
insurance, vacation and sick leave. In addition, the Company makes available
certain non-monetary benefits to its executive officers with a view to acquiring
and retaining qualified personnel and facilitating job performance. The Company
considers such benefits to be ordinary and incidental business costs and
expenses. The aggregate value of such benefits in the case of each executive
officer listed in the above table, which cannot be precisely ascertained but
which is less than 10% of the cash compensation paid to each such executive
officer, is not included in such table.
Option/SAR Grants
No options were granted during the fiscal years ended December 31, 2009
and 2008.
Aggregated Option/SAR Exercises in Last Fiscal Year
No options were exercised during the fiscal years ended December 31,
2009 and 2008.
Director Compensation
The following table sets forth the compensation, if any, paid by the
Company to those directors who served on the Company's Board of Directors,
during the year ended December 31, 2009. Note: This table excludes any
compensation paid for services as an officer.
Director's Compensation
Fees Non-Equity
Earned or Incentive Non-qualified
Paid in Stock Option Plan Deferred All Other
Name Cash Awards Awards Compensation Compensation Compensation Total
---------------------- ----------- -------- ---------- --------------- ---------------- --------------- -------
Philip Verges $0 $0 $0 $0 $0 $0 $0
Philip J. Rauch(1) $0 $0 $0 $0 $0 $0 $0
Paul K. Danner (2) $0 $0 $0 $0 $0 $0 $0
(1) Mr. Rauch received a salary of $75,000 as the Chief Financial Officer of the Company during the year ended December 31, 2009.
(2) Mr. Danner received a salary o f $150,000 as the Chief Executive Officer of the Company during the year ended December 31,
2009. Mr. Danner resigned as an officer and director of the Company in February 2010.
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Employment Agreements
The Company does not have any employment agreements in place with its
officers at this time.
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Compensation Pursuant to Plans
The Company currently maintains no stock option plan or long-term
incentive plan at this time.
Compensation Committee Interlocks and Insider Participation
The Company does not have a compensation committee; all decisions on
the compensation of executive officers of the Company are made by the full board
of directors.
Security Ownership of Certain Beneficial Owners and Management
Beneficial Ownership
The following table sets forth as of September 17, 2010, certain
information regarding beneficial ownership of the common stock held by each
person known by us to own beneficially more than 5% of the Common Stock, each of
our directors, each of the executive officers named in the Summary Compensation
Table, and all of our executive officers and directors as a group.
Number % of Series
of D Preferred % of
% of Common Shares Stock All
Stock Issued of Issued and Voting
Number of and Series D Outstanding Shares
Shares of Outstanding Preferred (3)
Name of Beneficial Owner Common Stock (1) Stock (2)
-------------------------------------------------------------------------------------------------------------------
All current officers and directors (4) 0 0% 0 0% 0%
NewMarket Technology, Inc. (5) 25,000,000(6) 3% 5,000(7) 100% 54%
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(1) Based on 904,232,117 shares of common stock outstanding on September 17,
2010 and the conversion of 10,000 shares of Series C Convertible Preferred
shares into 25,000,000 shares of the common stock of the Company.
(2) Based on 5,000 shares of Series D Preferred Super Majority Voting Stock
issued and outstanding, which are deemed to be the equivalent of 51% of all
shares of Common Shares represented at and entitled to vote at any
shareholder meeting of the Company.
(3) Based on 904,232,117 shares of common stock outstanding on September 17,
2010, the conversion of 10,000 Series C Convertible Preferred shares
eligible for conversion and the Series D Preferred Stock being able to vote
51% of all shares of common stock issued and outstanding.
(4) Messrs. Jiang, Rauch and Verges, the Company's officers and directors, do
not own any common stock or options exercisable into the common stock of
the Company as of September 17, 2010. This does not include shares of the
Company held by NewMarket Technology, Inc., which Messrs. Verges and Rauch
are officers and directors of.
(5) NewMarket Technology, Inc.'s address is 14860 Montfort Drive, Suite 210,
Dallas, Texas 75254.
(6) NewMarket Technology, Inc. is the holder of all 10,000 outstanding shares
of the Company's Series C Convertible Preferred Shares, which are eligible
for conversion into 25,000,000 shares of the common stock of the Company.
The shares held by NewMarket Technology, Inc. are voted by Mr. Bruce
Noller, the Chief Executive Officer of NewMarket Technology, Inc.
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(7) NewMarket Technology is the holder of all 5,000 oustanding shares of the
Company's Series D Convertible Preferred Shares, (with a voting equivalent
to 51% of the issued and outstanding common shares) which provides for the
holder of the Series D Preferred Shares to vote as a majority of the total
issued and outstanding common stock of the Company. The shares held by
NewMarket Technology, Inc. are voted by Mr. Bruce Noller, the Chief
Executive Officer of NewMarket Technology, Inc.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires that the Company's officers and directors, and persons who own more
than ten percent of a registered class of the Company's equity securities, file
reports of ownership and changes in ownership with the Securities and Exchange
Commission. Officers, directors and greater than ten percent stockholders are
required by regulation to furnish to the Company copies of all Section 16(s)
forms they file.
The following persons failed to file forms on a timely basis during the past two
fiscal years as required under Section 16(a) as follows:
Mr. James Jiang, at the time of this filing, has not filed an Initial Statement
of Beneficial Ownership of Securities on Form 3.
SHAREHOLDER PROPOSALS
Any shareholder proposal that properly may be included in proxy
solicitation materials for a meeting of shareholders must be received by the
Company a reasonable time prior to the date voting instructions or proxy
materials are mailed to shareholders. Any such proposal must comply with Rule
14c-8 of Regulation 14C of the proxy rules of the Securities and Exchange
Commission. Shareholder proposals should be addressed to the Secretary of the
Company.
MORE INFORMATION
The Board of Directors of the Company is not aware that any matter
other than those described in this Information Statement is to be presented for
the consent of the shareholders.
THE COMPANY WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT ON FORM
10-K AND ITS MOST RECENT QUARTERLY REPORT ON FORM 10-Q TO A SHAREHOLDER, UPON
REQUEST TO PHILIP RAUCH, CHIEF FINANCIAL OFFICER, CHINA CRESCENT ENTERPRISES
INC., 14860 MONTFORT DRIVE, SUITE 210, DALLAS, TX 75254 PHONE 214-722-3040,
WITHIN THREE BUSINESS DAYS OF RECEIPT OF THE REQUEST. A COPY OF THIS INFORMATION
STATEMENT CAN BE DOWNLOADED BY GOING TO OUR WEBSITE, WWW.CHINACRESCENT.COM.
OTHER MATTERS
The Board of Directors of the Company is not aware that any matter
other than those described in this Information Statement has been presented for
the consent of the shareholders.
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INQUIRIES
Shareholders may make inquiries by contacting Philip Rauch at (214) 722-3040.
CHINA CRESCENT ENTERPRISES, INC.
By: /s/ Philip J. Rauch
----------------------------------
Philip J. Rauch
Chief Financial Officer
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