Delaware
(State
or other jurisdiction of
incorporation
or organization)
|
000-53018
Commission
File Number
|
26-1357819
(I.R.S.
Employer
Identification
Number)
|
·
|
China
Intelligent will become a 100%-owned subsidiary of SRKP
22.
|
·
|
We
will assume the operations of China Intelligent, which is the 100% owner
of Hyundai Light and Electronic (Huizhou) Co., Ltd., a company organized
under the laws of the PRC (“Hyundai
Light”).
|
·
|
We
will issue an aggregate of 13,995,496 shares of common stock to the sole
Shareholder of China Intelligent and her
designees.
|
·
|
We
will cause 4,260,390 shares of our common stock held by certain of our
stockholders to be cancelled and extinguished (the “SRKP 22 Share
Cancellation”);
|
·
|
We
will cause 5,515,682 warrants held by certain of our stockholders to
be cancelled and extinguished (the “SRKP 22 Warrant
Cancellation”);
|
·
|
We
will conduct a closing of a private placement offering resulting in
proceeds of approximately $2.5 million (the “Private Placement Offering”);
and
|
·
|
We
will change our name to such name as selected by China Intelligent and
approved by the Board of Directors.
|
·
|
Each
person who we know to be the beneficial owner of 5% or more of our
outstanding common stock;
|
·
|
Each
of our executive officers;
|
·
|
Each
of our directors; and
|
·
|
All
of our executive officers and directors as a
group.
|
Name and Address
|
Amount and Nature of
Beneficial Ownership
|
Percentage
of Class
|
|||||
Debbie
Schwartzberg
785
5th Avenue
New
York, New York 10021
|
2,400,000
|
(1)
|
28.93
|
%
|
|||
Richard
A. Rappaport (2)
1900
Avenue of the Stars, Suite 310
Los
Angeles, CA 90067
|
9,096,150
|
(3)
|
78.12
|
%
|
|||
Amanda
Rappaport Trust (4)
1900
Avenue of the Stars, Suite 310
Los
Angeles, CA 90067
|
638,676
|
(5)
|
8.61
|
%
|
|||
Kailey
Rappaport Trust (6)
1900
Avenue of the Stars, Suite 310
Los
Angeles, CA 90067
|
638,676
|
(7)
|
8.61
|
%
|
|||
Anthony
C. Pintsopoulos (8)
c/o
SRKP 22, Inc.
4737
North Ocean Drive, Suite 207
Lauderdale
by the Sea, FL 33308
|
1,419,278
|
(9)
|
18.18
|
%
|
|||
Janine
Frisco
200
Oceangate, Suite 1500
Long
Beach, CA 90067
|
496,748
|
(10)
|
6.76
|
%
|
|||
Kevin
DePrimio
1900
Avenue of the Stars, Suite 310
Los
Angeles, CA 90067
|
496,748
|
(11)
|
6.76
|
%
|
|||
WestPark
Capital Financial Services, LLC (12)
1900
Avenue of the Stars, Suite 310
Los
Angeles, CA 90067
|
5,547,958
|
(13)
|
56.21
|
%
|
|||
Jay
Stern
1900
Avenue of the Stars, Suite 310
Los
Angeles, CA 90067
|
283,856
|
(14)
|
3.92
|
%
|
|||
All
Directors and Officers as a Group
(2
individuals)
|
10,515,428
|
85.12
|
%
|
(1)
|
Includes
1,000,000 shares of common stock and a warrant to purchase 1,000,000
shares of common stock held by Debbie Schwartzberg, in addition to
1,000,000 shares of common stock and a warrant to purchase 1,000,000
shares of common stock held by each of The Julie Schwartzberg Trust dated
2/9/2000 and The David N. Sterling Trust dated 2/3/2000, of which Ms.
Schwartzberg is the trustee and may be deemed the indirect beneficial
owner of these securities. A total of 889,533 of the shares and
1,101,803 of the warrants will be cancelled upon consummation of the Share
Exchange pursuant to the Exchange
Agreement.
|
(2)
|
Richard
A. Rappaport serves as President and director of the
Company.
|
|
(3)
|
Includes
1,135,420 shares of common stock and a warrant to purchase 1,135,420
shares of common stock owned by Mr. Rappaport and all of the shares of
common stock and warrants to purchase common stock owned by the Amanda
Rappaport Trust and the Kailey Rappaport Trust (together, the “Rappaport
Trusts”) and WestPark Capital Financial Services, LLC. Mr. Rappaport, as
Trustee of the Rappaport Trusts and Chief Executive Officer (“CEO”) and
Chairman of WestPark Capital Financial Services, LLC, may be deemed the
indirect beneficial owner of these securities. A total of
2,371,384 of the shares and 3,175,899 of the warrants will be cancelled
upon consummation of the Share Exchange pursuant to the Exchange
Agreement.
|
|
(4)
|
Mr.
Rappaport serves as Trustee of the Amanda Rappaport
Trust.
|
|
(5)
|
Includes
319,338 shares of common stock and a warrant to purchase 319,338 shares of
common stock.
|
|
(6)
|
Mr.
Rappaport serves as Trustee of the Kailey Rappaport
Trust.
|
|
(7)
|
Includes
319,338 shares of common stock and a warrant to purchase 319,338 shares of
common stock.
|
|
(8)
|
Anthony
C. Pintsopoulos serves as Secretary, Chief Financial Officer and director
of the Company.
|
|
(9)
|
Includes
709,639 shares of common stock and a warrant to purchase 709,639 shares of
common stock. A total of 526,039 of the shares and 651,568 of
the warrants will be cancelled upon consummation of the Share Exchange
pursuant to the Exchange Agreement.
|
|
(10)
|
Includes
248,374 shares of common stock and a warrant to purchase 248,374 shares of
common stock. A total of 184,114 of the shares and 228,049 of
the warrants will be cancelled upon consummation of the Share Exchange
pursuant to the Exchange Agreement.
|
|
(11)
|
Includes
248,374 shares of common stock and a warrant to purchase 248,374 shares of
common stock. A total of 184,114 of the shares and 228,049 of
the warrants will be cancelled upon consummation of the Share Exchange
pursuant to the Exchange Agreement.
|
|
(12)
|
Mr.
Rappaport serves as CEO and Chairman of WestPark Capital Financial
Services, LLC.
|
|
(13)
|
Includes
2,773,979 shares of common stock and a warrant to purchase 2,773,979
shares of common stock.
|
|
(14)
|
Includes
141,928 shares of common stock and a warrant to purchase 141,928 shares of
common stock. A total of 105,206 of the shares and 130,314 of
the warrants will be cancelled upon consummation of the Share Exchange
pursuant to the Exchange Agreement.
|
·
|
Each
person who we know to be the beneficial owner of 5% or more of our
outstanding common stock;
|
·
|
Each
of our executive officers;
|
·
|
Each
of our directors; and
|
·
|
All
of our executive officers and directors as a
group.
|
Name
and Address
of
Beneficial Owner
|
Title
|
Beneficially
Owned
Post-Share
Exchange
|
Percent
of
Class
|
|||
Director
and Executive Officers
|
||||||
Li
Xuemei
|
Chief
Executive Officer, President, and Chairman of the Board
|
7,618,696
|
40.1%
|
|||
Xiaolong
Zhou
|
Chief
Financial Officer and Corporate Secretary
|
-
|
-
|
|||
Wu
Shiliang
|
Vice
General Manager and Director
|
-
|
-
|
|||
Dong
Bin
|
General
Manager
|
-
|
||||
Officers
and Directors as a Group (total of 4 persons)
|
7,618,696
|
40.1%
|
||||
5%
or More Owners
|
||||||
Richard
A. Rappaport(1)
1900
Avenue of the Stars, Suite 310
Los
Angeles, CA 90067
|
3,548,867
(1)
|
17.4%
|
Name
|
Age
|
Position
|
Term
|
|||
Richard
Rappaport
|
50
|
President
and Director
|
October
2007 to Present
|
|||
Anthony
C. Pintsopoulos
|
53
|
Secretary,
Chief Financial Officer and Director
|
October
2007 to
Present
|
Name
|
Age
|
Position
|
||
Li
Xuemei
|
45
|
Chief
Executive Office, President, and Chairman of the Board
|
||
Wu
Shiliang
|
40
|
Vice
General Manager and Director
|
||
Xiaolong
Zhou
|
57
|
Chief
Financial Officer and Corporate Secretary
|
||
Dong
Bin
|
41
|
General
Manager
|
Name
and Position
|
Year
|
Salary
|
Bonus
|
All
other compensation
|
Total
|
|||||||||||||
Richard
Rappaport
|
2008
|
$ | - | $ | - | $ | - | $ | - | |||||||||
Chief
Executive Officer
|
2007
|
$ | - | $ | - | $ | - | $ | - | |||||||||
and
Director
|
||||||||||||||||||
Anthony
Pintsopoulos
|
2008
|
$ | - | $ | - | $ | - | $ | - | |||||||||
Secretary,
Former Chief Financial Officer, and Director
|
2007
|
$ | - | $ | - | $ | - | $ | - |
Name
|
Fees
Earned
or Paid in Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan Compensation
($)
|
Change
in Pension Value and Nonqualified Deferred Compensation
Earnings
|
All
Other Compensation
($)
|
Total
($)
|
|||||||||||||||
All
Directors (total of 2 persons)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|