SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. _____)
Check the appropriate box:
|_| Preliminary Information Statement
|_| Confidential, For Use of the Commission Only (as Permitted by Rule
14c-5(d)(2))
|X| Definitive Information Statement
VISIONS-IN-GLASS, INC.
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(Name of Company as Specified in Its Charter)
Payment of filing fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction apply:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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(4) Proposed maximum aggregate value of transaction:
$
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(5) Total fee paid:
$
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|_| 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:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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VISIONS-IN-GLASS, INC.
No. 1, Henglong Road, Yu Qiao Development Zone
Shashi District, Jingzhou City, Hubei Province
INFORMATION STATEMENT
April 28, 2003
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY. THE ACTION, DEFINED BELOW, HAS ALREADY BEEN APPROVED BY WRITTEN CONSENT
OF HOLDERS OF A MAJORITY OF THE OUTSTANDING COMMON STOCK OF THE COMPANY. A VOTE
OF THE REMAINING STOCKHOLDERS IS NOT NECESSARY.
General
This Information Statement is first being furnished on or about April
28, 2003 to Stockholders of record as of the close of business on March 18, 2003
(the "Record Date") of the common stock, $0.0001 par value per share (the
"Common Stock") of Visions-In-Glass, Inc. ("VIG" or the "Company") in connection
with the following (the "Action"):
Amendment of the Certificate of Incorporation, as amended, changing the
name of the Company to China Automotive Systems, Inc.
The Board of Directors has approved, and a majority of the Stockholders
(the "Consenting Stockholders") representing not less than 13,280,547 shares or
60.3% of the 22,015,000 shares outstanding of the Common Stock as of the Record
Date have consented in writing to the Action. Such approval and consent
constitute the approval and consent of a majority of the total number of shares
of outstanding of Common Stock and are sufficient under the Delaware General
Corporate Law and VIG's By-Laws to approve the Action. Accordingly, the Action
will not be submitted to the other Stockholders of VIG for a vote and this
Information Statement is being furnished to Stockholders to provide them with
certain information concerning the Action in accordance with the requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the
regulations promulgated thereunder, including Regulation 14C.
VIG will pay all costs associated with the distribution of the
Information Statement, including the costs of printing and mailing. VIG will
reimburse brokerage firms and other custodians, nominees and fiduciaries for
reasonable expenses incurred by them in sending this Information Statement to
the beneficial owners of VIG's Common Stock.
The principal executive office of VIG is located at No. 1, Henglong Road, Yu
QiaoDevelopment Zone Shashi District, Jingzhou City, Hubei Province.
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AMENDMENT TO THE CERTIFICATE OF INCORPORATION
TO CHANGE THE NAME OF THE COMPANY
The Board of Directors has unanimously adopted and the Consenting
Stockholders have approved an amendment to the Certificate of Incorporation, as
amended, of VIG (the "Name Amendment") to change the name of the Company from
"Visions-In-Glass, Inc. " to "China Automotive Systems, Inc." The text of the
Name Amendment is attached as Appendix A and is incorporated herein by
reference.
In the judgment of the Board of Directors, the change of VIG's
corporate name is desirable in view of the change in the business of VIG as a
result of the closing of the Share Exchange Agreement dated as of March 5, 2003
(the "Agreement") by and among the Company, Yarek Bartosz, Guofo Dong ("Dong"),
Liping Xie ("Xie"), Qizhou Wu ("Wu"), Tse Yiu Wong ("Wong"), Hanlin Chen ("Chen"
together with Dong, Wong, Wu and Xie, the "Sellers") and Great Genesis Holding
Limited, a corporation organized under the laws of Hong Kong Special
Administrative Region, China ("Genesis"). Pursuant to the Agreement, on March 5,
2003 (the "Closing Date"), the Company acquired (the "Acquisition") from the
Sellers all of the issued and outstanding equity interests of Genesis (the
"Genesis Shares"). As consideration for the Genesis Shares, the Company issued
20,914,250 shares of its common stock to the Sellers. Genesis owns all of the
capital stock of Jilong Enterprises Investment Corp. Ltd., a Hong Kong Company
("Jilong"). Jilong in turn owns interests in four sino-joint ventures which each
manufacture power steering systems and or related products for different
segments of the automobile industry in China. The combined sales of the
sino-joint ventures rank second in their industry sector with combined sales
totaling 30% to 40% of the market share in China.
Joint Venture Ownership Interest Business Segment
JiuLong Co., Ltd. 81% Buses and Trucks
HengLong Co. Ltd. 42% Small Cars and Vans
JinBei Heng Long 55% Vans
Henlong WanAn Co., Ltd. 51% Power Steering Pumps
Accordingly, the directors of the Company believe that the Name
Amendment will result in the Company having a name that more accurately reflects
its business and the focus of its operations.
The Name Amendment will become effective upon the filing of a
certificate of amendment relating thereto with the Secretary of State of the
State of Delaware, which is expected to occur on or about May 21, 2003. Under
federal securities, laws, VIG cannot file the certificate of amendment until at
least 20 days after the mailing of this Information Statement.
VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS
Persons Entitled to Notice
The Record Date for the determination of the Stockholders entitled to
notice of and to consent to the Action has been fixed as of the close of
business on March 18, 2003. As of March 18, 2003, there were outstanding
22,015,000 shares of Common Stock. The Action has been duly approved by the
Consenting Stockholders holding a majority of the outstanding Common Stock.
Approval or consent of the remaining Stockholders is not required and is not
being solicited hereby or by any other means.
Page 3 of 5
The Delaware General Corporate Law does not provide for dissenters'
rights in connection with the adoption of the Action.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of March 18, 2003, the stock
ownership of all persons known to own beneficially five percent or more of the
Company's voting stock and all directors and officers of the Company,
individually and as a group. Each person has sole voting and investment power
over the shares indicated, except as noted. Unless otherwise stated in the notes
to the table, each person named below has sole authority to vote and dispose of
the shares shown. Under Rule 13d-3(d)(1) of the Securities Exchange Act of 1934,
as amended, in calculating percentage ownership, each person named below is
deemed to beneficially own securities that such person has the right to acquire
within sixty days through the exercise of any option or warrant or through the
conversion of any security. Shares of Common Stock subject to options or
warrants currently exercisable, or exercisable within 60 days, are deemed
outstanding for purposes of computing the percentage of the person holding such
options or warrant, but are not deemed outstanding for purposes of computing the
percentage of any other person. The address of those individuals for which an
address is not otherwise indicated is No.1, Henglong Road,Yu Qiao Development
Zone Shashi District, Jingzhou City, Hubei Province.
Total Number
Name/Title of Shares Percentage Ownership
Guofu Dong, COO and Director 627,429 2.8%
Daming Hu, CFO -- --
Qizhou Wu, Director 2,195,996 9.9%
Liping Xie, Director 2,191,425 9.9%
Tse Yiu Wong Andy, Director 1,359,426 6.1%
All Directors and Executive Officers 19,654,823 89.0%
(6 persons)
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*Percentage ownership is based on 22,015,000 shares outstanding
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Hanlin Chen
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Name: Hanlin Chen
Title: Chief Executive Officer
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APPENDIX A
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
VISIONS-IN-GLASS, INC.
a Delaware Corporation
The undersigned certifies that:
1. He is the Chief Executive Officer of Visions-In-Glass, Inc.
2. Article I of the Certificate of Incorporation of this
corporation is amended to read as follows:
"The name of this corporation shall be: China Automotive Systems, Inc."
3. The foregoing amendments of Certificate of Incorporation has
been duly approved by the board of directors and a majority of the Stockholders
of this corporation.
I further declare under penalty of perjury under the laws of the State
of Delaware that the matters set forth in this certificate are true and correct
of our own knowledge.
DATE: __________, 2003
/s/ Hanlin Chen
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Name:Hanlin Chen
Title: Chief Executive Officer
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