UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b) OR (g) OF THE
SECURITIES
EXCHANGE ACT OF 1934
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SUBAYE,
INC.
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(Exact
name of registrant as specified in its
charter)
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Delaware
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35-2089848
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(State
of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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349
Dabeilu, Shiqiao, Panyu
Guangzhou
Guangdong,
China 511400
(Address of principal
executive offices)(Zip Code)
Securities
to be registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Name
of each exchange on which
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to
be so registered
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each
class is to be registered
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Common
Stock, par value $0.001
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The
NASDAQ Stock Market LLC
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If this
form relates to the registration of a class of securities pursuant to Section
12(b) of the Exchange Act and is effective pursuant to General Instruction
A.(c), check the following box. x
If this
form relates to the registration of a class of securities pursuant to Section
12(g) of the Exchange Act and is effective pursuant to General Instruction
A.(d), check the following box. o
Securities
Act registration statement file number to which this form relates:
(if applicable)
Securities
to be registered pursuant to Section 12(g) of the Act:
Item
1. Description of Registrant's Securities to be Registered.
The
following is a summary of the material terms of the common stock of Subaye,
Inc., a Delaware corporation (the “Company”). This summary is subject to and
qualified in its entirety by the Certificate of Incorporation and Bylaws of the
Company, as amended, and by the applicable provisions of Delaware
law.
Each
outstanding share of common stock entitles the holder thereof to one vote per
share on all matters submitted to a stockholder vote. Holders of common stock do
not have cumulative voting rights. Therefore, holders of a majority of the
shares of common stock voting for the election of directors can elect all of the
directors. Holders of our common stock representing a majority of the voting
power of our capital stock issued and outstanding and entitled to vote,
represented in person or by proxy, are necessary to constitute a quorum at any
meeting of our stockholders. A vote by the holders of a majority of our
outstanding shares is required to effectuate certain fundamental corporate
changes such as liquidation, merger or an amendment to the Certificate of
Incorporation of the Company.
Holders
of common stock are entitled to share in all dividends that the Board of
Directors of the Company (the “Board”), in its discretion, declares from legally
available funds. Although the Company intends to retain our earnings, if any, to
finance the growth of its business, the Board will have the discretion to
declare and pay dividends in the future. Payment of dividends in the future will
depend upon our earnings, capital requirements, and other factors, which the
Board may deem relevant.
In the
event of any liquidation, dissolution or winding up, the holders of common stock
are entitled to a pro-rata share of all assets remaining after payment in full
of all liabilities and preferential payments, if any, to holders of preferred
stock. Holders of common stock have no preemptive rights to purchase our common
stock. There are no conversion or redemption rights or sinking fund provisions
with respect to our common stock.
All of
the issued and outstanding shares of the common stock are duly authorized,
validly issued, fully paid and non-assessable. To the extent that additional
shares of the registrant's common stock are issued, the relative interests of
existing stockholders will be diluted.
Item
2. Exhibits.
Under the
Instructions as to Exhibits with respect to Form 8-A, no exhibits are required
to be filed because no other securities of the Registrant are listed by The
NASDAQ Stock Market LLC and the securities registered hereby are not being
registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as
amended.
SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
Dated:
March 11, 2010
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SUBAYE,
INC.
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By:
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/s/
Zhiguang Cai
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Name:
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Zhiguang
Cai
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Title:
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Chief
Executive Officer
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