Edgar Filing: XIN NET CORP

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934 (Amendment No.__)

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

XIN NET CORP.
---------------------------------------
(Name of Registrant as Specified In Its Charter)

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Xin Net Corp.
#950-789 W. Pender St.
Vancouver, B.C. Canada V6C 1H2

NOTICE OF ACTION TAKEN BY THE SHAREHOLDERS
BY WRITTEN CONSENT OF A MAJORITY

FEBRUARY 25, 2004

To The Shareholders of Xin Net Corp.

Xiao-qing Du, Richco Investors, Inc., Zeth Zhang, Grace Ding, Jerry Wang,
Susan Wen, and Jason Quan (collectively, the "Majority Shareholders") are the
holders of a total of 25,319,500 shares or approximately 61.3% of the total
issued and outstanding stock of Xin Net Corp., a Florida corporation (the
"Company"). The Majority Shareholders have adopted the following resolutions by
written consent in lieu of a meeting pursuant to the Business Corporation Act of
the State of Florida, and subject to the Notice requirements of Section 14 of
the Securities Exchange Act of 1934.

1. To change the Company's name to a name yet to be determined.

2. To authorize a reverse split of the Company's common stock on a
one for five basis.

Xiao-qing Du, President

-----------

WE ARE NOT ASKING YOU FOR A CONSENT OR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.

-----------

Xin Net Corp.
#950-789 W. Pender St.
Vancouver, B.C. Canada V6C 1H2

February 25, 2004

NOTICE OF SHAREHOLDERS' ACTION

The Majority Shareholders have submitted their consents to the actions
described in this Information Statement on or about February 24, 2004, to be
effective on or before _______________, 2004. As of February 24, 2004, the
Majority Shareholders held of record 25,319,500 shares of the Company's common
stock, or approximately 61.3% of the total issued and outstanding common stock
of the Company. The remaining outstanding shares of common stock are held by
approximately four thousand other shareholders.

The Majority Shareholders consenting consist of Xiao-qing Du, Richco
Investors, Inc., Zeth Zhang, Grace Ding, Jerry Wang, Susan Wen, and Jason Quan.
See "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS."

Holders of the common stock of record as of February 24, 2004 are entitled
to submit their consent to the shareholder resolutions described in this
Information Statement, although no shareholder consents other than that of the
Majority Shareholders are required to be submitted in order for the resolution
to be adopted. 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 Shareholders will consent to all of the shareholder resolutions
described in this Information Statement. 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. Florida law does not
require that the proposed transaction be approved by a majority of the
disinterested shareholders. A total of 41,360,010 shares of common stock will be
entitled to vote on the Company's proposed transactions described in this
Information Statement.

THE COMPANY

The Company has its executive offices at #950-789 W. Pender Street,
Vancouver, B.C. Canada V6C 1H2, and its telephone number is (604) 632-9638. As
described in the accompanying NOTICE OF ACTION TO BE TAKEN BY THE SHAREHOLDERS,
the Company proposes to adopt the Xin Net Corp Stock Compensation Plan attached
hereto as Exhibit A.

SHAREHOLDER ACTIONS

Proposal #1

AMENDMENT TO ARTICLES FOR
CORPORATION NAME CHANGE

The majority shareholders have authorized a change in the name of this
corporation to a name to be chosen by the Board. This requires an amendment to
the Articles of Incorporation.

The Board believes the name change in our Articles of Incorporation are in
the best interest of the corporation, to create a new market image for the
Company.

PROPOSAL 2

REVERSE SPLIT OF COMMON STOCK ISSUED AND OUTSTANDING

To Authorize a reverse split of the common stock on a one for five basis,
by which each five shares shall become one share;

Our shareholders have approvad a pro-rata reverse split of our common
stock, by which each five shares would become one share. The effective date of
the reverse split will be 20 days following the date of the mailing of this
Notice.

We believe that reverse split will be advantageous to us and to all
shareholders, because it may provide the opportunity for higher share prices
based upon fewer shares. It is also a factor that most brokerage houses do not
permit or favor lower-priced stocks to be used as collateral for margin
accounts. Certain polices and practices of the securities industry may tent to
discourage individual brokers within those firms from dealing in lower-priced
stocks. Some of those polices and practices involve time-consuming procedures
that make the handling of lower priced stocks economically unattractive. The
brokerage commissions on the purchase or sale of lower priced stocks may also
represent a higher percentage of the price than the brokerage commission on
higher priced stocks.

As a general rule, potential investors who might consider making
investments in our company will refuse to do so when the company has a large
number of shares issued and outstanding with no equity. In other words, the
"dilution" which new investors would suffer would discourage them from
investing, as general rule of experience. A reduction in the total outstanding
shares may, without any assurance, make our capitalization structure more
attractive.

While our acceptability for ultimate listing on one of the NASDAQ markets
is presently remote, we believe that it is in the interests of our company to
adjust our capital structure in the direction of conformity with the NASDAQ
structural requirements. At the current date, even with the proposed changes we
would not meet NASDAQ criteria. NASDAQ requirements change constantly. There is
no assurance that the proposed changes will meet NASDAQ requirements when, and
if, we are otherwise qualified. There is no assurance that we will qualify for
NASDAQ.

There is no assurance that any effect of the price of our stock will
result, or that the market price for our common stock, immediately or shortly
after the proposed changes, if approved, will rise, or that any rise which may
occur will be sustained. Market conditions obey their own changes in investor
attitudes and external conditions. We are proposing the steps we deem best
calculation to meet the market attractively. We cannot control the markets
reaction.

Dissenting shareholders have no appraisal rights under Florida law or
pursuant to our constituent documents of incorporation or bylaws, in connection
with the reverse split.

Additional information regarding the Company, its business, its stock,
and its financial condition are included in the Company's Form 10-KSB annual
reports and its Form 10-QSB quarterly reports. Copies of the Company's Form
10-KSB for its fiscal year ending December 31, 2002 and its quarterly report on
the Form 10-QSB for the quarter ending September 30, 2003 are available upon
request to: Xiao-qing Du, #950-789 W. Pender Street, Vancouver, B.C. Canada V6C
1H2.

SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS AND CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information known to the Company
with respect to the beneficial ownership of the Company's common stock as of
__________________, 2004 by (i) each person who is known by the Company to own
beneficially more than 5% of the Company's common stock, (ii) each of the
Company's directors and executive officers, and (iii) all officers and directors
of the Company as a group. Except as otherwise listed below, the address of each
person is c/o Xin Net Corp., #950-789 W. Pender Street, Vancouver, B.C. Canada
V6C 1H2.

Name and Address of Amount and nature of
Beneficial Owner Beneficial Ownership (1) Percentage of Class
--------------------------------------------------------------------------------

Xiao-qing Du (1) 2,760,000 6.7%
#2754 Adanac Street
Vancouver, BC V5K 2M9
--------------------------------------------------------------------------------
Ernest Cheung 2,559,500 6.2%
789 W. Pender St., #830
Vancouver, BC Canada V6C 1H2
--------------------------------------------------------------------------------
Maurice Tsakok (1) 2,559,500 6.2%
789 W. Pender St., #830
Vancouver, BC Canada V6C 1H2
--------------------------------------------------------------------------------
Richco Investors, Inc. 2,559,500 6.2%
789 W. Pender St., #830
Vancouver, BC Canada V6C 1H2
--------------------------------------------------------------------------------
All Officers and Directors
as a Group 5,319,500 12.8%
--------------------------------------------------------------------------------
Total Shares Issued and 41,360,010 100%
Outstanding
--------------------------------------------------------------------------------
Zeth Zhang
14-F Hutchison House 4,000,000 9.7%
10 Harcourt Road, Hong Kong
--------------------------------------------------------------------------------
Grace Ding
14-143 Dahongmen Street 4,000,000 9.7%
Fengtai District, Beijing, China
--------------------------------------------------------------------------------
Jerry Wang
17-2-101 New Zhongxili 4,000,000 9.7%
East District, Beijing, China
--------------------------------------------------------------------------------
Susan Wen
502-16 No. 3 Street 4,000,000 9.7%
Zhongguancun, Haidian District
Beijing, China
--------------------------------------------------------------------------------
Jason Quan
301-4-4 Railway Street 4,000,000 9.7%
West District, Beijing, China
--------------------------------------------------------------------------------

(1) Through Richco Investors, Inc. of which Ernest Cheung and Maurice Tsakok are
officers, directors, and shareholders.

(1) Officer and/or Director of Xin Net Corp.

Notes to the table:

Unless otherwise indicated, the persons named in the table have sole voting
and investment power with respect to all shares of common stock shown as
beneficially owned by them.

MANAGEMENT

The following table lists the names and ages of the executive officers and
directors of the Company. The directors were appointed in ________________, 2004
and will continue to serve until the next annual shareholders meeting or until
their successors are appointed and qualified. All officers serve at the discre-
tion of the Board of Directors.

NAME AGE POSITION WITH THE COMPANY
---- --- -------------------------

Xiao-qing Du 33 President, Director
Ernest Cheung 54 Secretary, Director
Maurice Tsakok 52 Director

XIAO-QING (ANGELA) DU, President of subsidiary Infornet Investment Corp. and
Director, age 33, was President and Director of our company from 1996 to April
1999. She received a Bachelor of Science in International Finance in 1992 from
East China Normal University. She received a Master of Science in Finance and
Management Science in 1996 from the University of Saskatchewan Canada. She has
been Business Manager of China Machinery & Equipment I/E Corp. (CMEC) from 1992
to 1994. She is now President of Infornet Investment CORP., our wholly owned
subsidiary in Canada, and remains a director of our Company.

ERNEST CHEUNG, Secretary and Director, age 54, has been Secretary of our
company since May 1998. He received a B.A. in Math in 1973 from University of
Waterloo Ontario. He received an MBA in Finance and Marketing from Queen's
University, Ontario in 1975. From 1991 to 1993 he was Vice President of Midland
Walwyn Capital, Inc. of Toronto, Canada, now known as Merrill Lynch Canada. From
1992 until 1995 he served as Vice President and Director of Tele Pacific
International Communications Corp. He has also served as President for Richco
Investors, Inc. since 1995. He has been a director of our Company since 1996. He
is currently a Director of Agro International Holdings, Inc. since 1997, Richco
Investors, Inc. since 1995.

MAURICE TSAKOK, Director (since 1997), age 52, was employed from 1994 to
1996 by Sagit Mutual Funds, a mutual fund company, who as a vice-president was
responsible for computer operations and research on global technology companies.
From 1997 to present, he acted as a consultant on the high-tech industry and
provides technical analysis on high-tech companies. He holds a Mechanical
Engineering degree (1974 University of Minnesota) as well as an MBA specializing
in Management Information Systems (MIS) (1976 Hofstra University). In 2000, he
became a Director of China NetTV Holdings, Inc.

Under the Florida Business Corporation Act and the Company's Articles of
Incorporation, as amended, the Company's directors will have no personal
liability to the Company or its stockholders for monetary damages incurred as
the result of the breach or alleged breach by a director of his "duty of care".
This provision does not apply to the directors' (i) acts or omissions that

involve intentional misconduct or a knowing and culpable violation of law, (ii)
acts or omissions that a director believes to be contrary to the best interests
of the corporation or its shareholders or that involve the absence of good faith
on the part of the director, (iii) approval of any transaction from which a
director derives an improper personal benefit, (iv) acts or omissions that show
a reckless disregard for the director's duty to the corporation or its
shareholders in circumstances in which the director was aware, or should have
been aware, in the ordinary course of performing a director's duties, of a risk
of serious injury to the corporation or its shareholders, (v) acts or omissions
that constituted an unexcused pattern of inattention that amounts to an
abdication of the director's duty to the corporation or its shareholders, or
(vi) approval of an unlawful dividend, distribution, stock repurchase or
redemption. This provision would generally absolve directors of personal
liability for negligence in the performance of duties, including gross
negligence.

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.

BOARD COMMITTEES

The Board of Directors does not currently maintain an Audit Committee
or a Compensation Committee, but plans to appoint an Audit Committee and a
Compensation Committee in the near future. During the fiscal year ended December
31, 2003, the Board of Directors held occasional meetings.

COMPENSATION OF DIRECTORS

Directors receive no cash compensation for their services to the
Company as directors, but are reimbursed for expenses actually incurred in
connection with attending meetings of the Board of Directors.

SUMMARY COMPENSATION TABLE OF EXECUTIVES
Cash Compensation Security Grants
----------------------------------------------------------------------------------------------------------
Name and Year Salary Bonus Annual Restricted Securities Long Term LTIP All Other
Principal Compensation Stock Underlying Compensation/ Payments Other
Compensation /Other($) Awards Options/ Options
Position SARs(#)
(SHARES)
----------------------------------------------------------------------------------------------------------

Xiao-qing Du 2000 30,000 0 0 0 0 0 0 0
President 2001 32,084 0 0 0 0 0 0 0
2002 4,809 0 0 0 0 0 0 0
(CDN)
----------------------------------------------------------------------------------------------------------
Ernest Cheung 2000 0 0 24,000 0 0 0 0 0
Secretary 2001 0 0 24,000 0 0 0 0 0
2002 0 0 24,000 0 0 0 0 0
(CDN)
----------------------------------------------------------------------------------------------------------
Officers as 2000 30,000 0 24,000 0 0 0 0 0
A Group 2001 32,084 0 24,000 0 0 0 0 0
2002 4,809 0 24,000 0 0 0 0 0
(CDN) (CDN)
----------------------------------------------------------------------------------------------------------

(b) Directors' Compensation

Directors who are also officers of Xin Net Corp. receive no cash
compensation for services as a director. However, the directors will be
reimbursed for out-of-pocket expenses incurred in connection with attendance at
board and committee meetings. The Company has granted options to directors under
its Stock Incentive Plan subsequently adopted.

SUMMARY COMPENSATION TABLE OF DIRECTORS
(To December 31, 2002)
Cash Compensation Security Grants
----------------------------------------------------------------------------------------------------------

Name and Year Annual Meeting Consulting Number Securities LTIP All Other
Principal retainer Fees ($) Fees/Other of Underlying Payments Compensation
Position Fees ($) Fees($) Shares (#) Options/SARs(#)
(SHARES)
----------------------------------------------------------------------------------------------------------
Xiao-qing Du, 2000 0 0 0 0 0 0 0
Director 2001 0 0 0 0 0 0 0
2002 0 0 0 0 0 0 0
----------------------------------------------------------------------------------------------------------
Marc Hung 2000 0 0 29,500 0 0 0 0
Director 2001 0 0 60,000 0 0 0 0
(resigned) 2002 0 0 30,000 0 0 0 0
CDN
----------------------------------------------------------------------------------------------------------
Ernest Cheung, 2000 0 0 0 0 0 0 0
Director 2001 0 0 0 0 0 0 0
2002 0 0 0 0 0 0 0
----------------------------------------------------------------------------------------------------------
Maurice Tsakok 2000 0 0 24,000 CDN 0 0 0 0
Director 2001 0 0 24,000 CDN 0 0 0 0
2002 0 0 24,000 CDN 0 0 0 0
----------------------------------------------------------------------------------------------------------
Directors as a 2000 0 0 53,500 CDN 0 0 0 0
group 2001 0 0 84,000 CDN 0 0 0 0
2002 0 0 54,000 CDN 0 0 0 0
----------------------------------------------------------------------------------------------------------

There have been no Option/SAR grants or exercises in the last fiscal
year reportable under Reg. S-B, 402(c) or (d).

(d) Stock purchase options:

On February 26, 1999, stock options for a total of 480,000 shares at $.40
per share were granted to officers and employees (or persons who became
officers) that had contributed to the success of the company in the past: Marc
Hung (150,000 shares) and Xin Wei (330,000 shares) (Note: Mr. Wei is not an
officer of the Company, but an employee of Infornet Investment Corp., a subsid-
iary of Xin Net Corp.) All share options were exercised as of April 6, 1999.

On November 12, 1999 the Company granted 2,136,000 options to purchase
shares at $1.30 per share to entities/persons who contributed to the successful
results achieved by the Company in 1999, as follows:

a. 262,000 options to Gemsco Management Ltd. (owned beneficially by
director Maurice Tsakok) for designing and implementing the Company's corporate
website, advising on technological matters, researching the technology sector
and for services as a director.
b. 262,000 options to Farmind Link Corp. for their role as advisor on
strategic issues, technology market trends, and financial and capital market
issues.
c. 262,000 options to Sinhoy Management Ltd. (owned beneficially by officer
and director Marc Hung) for their contributions to the general management of the
Company, investor relations, technological matters and for services as a
director.
d. 212,000 options to Lancaster Pacific Investment, Ltd. for their
contributions in the areas of regulatory matters, Chinese market conditions and
strategies aimed at penetrating the market.
e. 50,000 options to Ernest Cheung for services rendered as secretary and
director of the Company.
f. 20,000 options to Yonderiche International Consultants Ltd. for services
rendered in matters regarding Chinese government policies and regulations.
g. 1,068,000 options to Weststar Holdings Limited (owned beneficially by
Xiao-qing Du, a director and president of Infornet Investment Corp., and Xin
Wei, a director and secretary of Infornet Investment Corp. and president of XIN
HAI) and employees of Xin Hai Technology Development Ltd., as a group, for the
successful continued development of the business in China and achieving
excellent operational results during the year. The breakdown of the 1,068,000
options is to be determined at a later date.

The average closing price for the five trading days ended on November 12,
1999 was $1.28 per share. The closing price on November 12, 1999 was $1.187 per
share.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On February 26, 1999, Marc Hung, who was neither an officer nor director
but since has become President and Director, was granted and exercised (in
March, 1999) an option to purchase 150,000 shares of common stock at $.40 per
share. The option to purchase shares was granted to him for services rendered
since July 1998 as advisor to the Company in matters relating to management,
technology and strategies.

On February 26, 1999, Kun Wei, a shareholder, was granted and exercised (in
March) an option to purchase 330,000 shares of common stock at $.40 per share.
The option to purchase shares was granted to him for contributing to the success
of the joint venture, in particular with regards to technology development and
implementation. Kun Wei is Vice President of Xin Hai Technology Development,
Ltd. and the brother of Xin Wei.

On February 26, 1999, Xin Wei, a shareholder, who is President of Xin Hai
Technology Development, Ltd., the Company's joint venture Partner, was granted
and exercised (in March 1999) an option to purchase 330,000 shares of common at
$.40 per share. The option to purchase shares was granted to him for
contributing to the success of the joint venture, in particular with regards to
general management of Xin Hai Technology Development Ltd., business development
and governmental relations.

In May 1999, Marc Hung, President and Director of the Company, purchased
80,000 units of the private placement at the $1.00 offering price. Richco
Investors, Inc., a public company of which both Messrs. Ernest Cheung and
Maurice Tsakok are directors, officers and shareholders, purchased 700,000 units
in the private placement at $1.00 per unit in May 1999.

On September 17, 1999 385,000 units were issued to Richco Investors, Inc.
as a consulting fee for services rendered in structuring the unit placement.

The units consisted of one share and a warrant ("A" Warrant) to purchase an
additional unit at $2.00 per unit, such additional unit consisting of one share
and a warrant ("B" Warrant) to purchase an additional share at $5.00 per share.
On March 15, 2001 the Company amended both the Series "A" and Series "B"
warrants as follows:

- The exercise price of the Series "A" warrants is adjusted to $1.00 each and
their term is extended to the earlier of (a) March 31, 2004 and (b) the 90th day
after the day on which the weighted average trading price of Xin Net Corp.'s
shares exceeds $1.25 per share for ten consecutive days;

- Upon exercise of one Series "A" warrant at $1.00, the holder will receive
one Xin Net Corp. common share and one Series "B" warrant;

- The exercise price of the Series "B" warrants is adjusted to $1.50 each and
their term is extended to the earlier of (a) March 31, 2004 and (b) one year
after the 90th day occurrence described above.

The Company has made loans to the joint venture since the year 1999. These
loans bear 0% interest and are payable on demand. At December 31, 2002 the
cumulative amount of the loans was $3,152,184.

On June 22, 2001 the Company, through its Chinese joint venture partner Xin
Hai Technology Development Ltd, signed an agreement to transfer ISP assets to
Beijing Sino Soft Intel Information Technology Ltd. for USD 700,000 equivalent
in Renminbi, plus other considerations. The text of the agreement is appended to
this Information Statement as Exhibit B. Xin Hai was an affiliate at the time of
the contract.

On February 26, 2004 the Company signed an agreement to sell 100% ownership
of Xin Net Telecom Corp., its domain name Registration business to Sino-i.com
Limited. A formal agreement has been executed subject to shareholder approval.
The translated text of the Agreement as provided by translators in China is
appended to this Information Statement as Exhibit C. Sino-i.com is not an
affiliate or related.

INDEPENDENT AUDITORS

The Board of Directors has authorized the firm of Clancy & Co., C.P.A.,
independent certified public accountants, to serve as independent auditors for
the fiscal year ended December 31, 2003.

SHAREHOLDER PROPOSALS AND NOMINATING PROCEDURES

Any proposal that a shareholder intends to present at the Company's
2004 Annual Meeting should have been received at the Company's principal
executive office not later than ___________, 2004. Any such proposal must comply
with Rule 14a-8 of Regulation 14A of the proxy rules of the Securities and Ex-
change Commission. Shareholder proposals should be addressed to the Secretary of
the Company.

Nominations for directors to be elected at the 2004 Annual Meeting,
other than those made by the Board of Directors, should be submitted to the
Secretary of the Company no later than ____________, 2004. The nomination should
include the full name of the nominee and a description of the nominee's back-
ground in compliance with Regulation S-K of the reporting rules of the Securi-
ties and Exchange Commission.

OTHER MATTERS

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.

UPON WRITTEN REQUEST BY ANY SHAREHOLDER TO ERNEST CHEUNG, SECRETARY OF THE
COMPANY, AT XIN NET CORP, #950-789 W. PENDER STREET, VANCOUVER, B.C. CANADA V6C
1H2 TELEPHONE (604) 632-9638, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM
10-KSB AND INTERIM REPORTS ON FORM 10QSB WILL BE PROVIDED WITHOUT CHARGE.