0001213900-18-002453.txt : 20180301 0001213900-18-002453.hdr.sgml : 20180301 20180301122443 ACCESSION NUMBER: 0001213900-18-002453 CONFORMED SUBMISSION TYPE: 5 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160930 FILED AS OF DATE: 20180301 DATE AS OF CHANGE: 20180301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stellar Elite Ltd CENTRAL INDEX KEY: 0001656502 STATE OF INCORPORATION: Y0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37902 FILM NUMBER: 18655611 BUSINESS ADDRESS: STREET 1: UNIT 304, NEW EAST OCEAN CENTER STREET 2: NO. 9 SCIENCE MUSEUM RD. CITY: KOWLOON STATE: K3 ZIP: 00000 BUSINESS PHONE: 86075566803251 MAIL ADDRESS: STREET 1: UNIT 304, NEW EAST OCEAN CENTER STREET 2: NO. 9 SCIENCE MUSEUM RD. CITY: KOWLOON STATE: K3 ZIP: 00000 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Moxian, Inc. CENTRAL INDEX KEY: 0001516805 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 273729742 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 228 PARK AVE SOUTH, #82217 CITY: NEW YORK STATE: NY ZIP: 10003 BUSINESS PHONE: 86 (0)755-66803251 MAIL ADDRESS: STREET 1: 228 PARK AVE SOUTH, #82217 CITY: NEW YORK STATE: NY ZIP: 10003 FORMER COMPANY: FORMER CONFORMED NAME: MOXIAN CHINA, INC. DATE OF NAME CHANGE: 20131218 FORMER COMPANY: FORMER CONFORMED NAME: SECURE NetCheckIn Inc DATE OF NAME CHANGE: 20110328 5 1 f5093016stellar_moxianinc.xml OWNERSHIP DOCUMENT X0306 5 2016-09-30 1 0 1 0001516805 Moxian, Inc. MOXC 0001656502 Stellar Elite Ltd 10 ANSON ROAD, #35-11 INTERNATIONAL PLAZA SINGAPORE U0 079903 SINGAPORE 0 0 0 1 Formerly 10% owner Common Stock 2013-11-14 2013-11-14 4 P 0 L 1332000 112379 A 19830000 D Stellar Elite Limited ("Stellar") acquired 1,332,000 shares of MOXC common stock on November 14, 2013. (the "Shares"). On December 13, 2013, pursuant a 60 for 1 forward stock split the Shares were adjusted to 79,320,000. Then on February 22, 2016, Stellar agreed to cancel a certain number of shares pursuant to a Share Cancellation Agreement and thereafter the Shares became adjusted to 39,660,000 shares. On June 20, 2016, pursuant to a 1 for 2 reverse stock split, the Shares became adjusted to 19,830,000. Please see Exhibit 1 attached hereto for additional information for which there was not enough room here. /s/ James Mengdong Tan 2018-02-28 EX-99 2 f5093016ex99stellar_moxian.htm ADDITIONAL INFORMATION REQUIRED

Exhibit 1

Additional Information Required

Please see the following additional information included her pursuant to Instruction 6(a) of Form 5 as there was not sufficient space provided in the electronic form or the footnotes thereto.

Reporting Person:

Stellar Elite Limited (referred to herein as the “Reporting Person”)

Members of Group Which are making their own Form 5 Filings:

Good Eastern Investment Holding Limited (“Good Eastern”)

Amazing Wave Limited (“Amazing Wave”)

James Mengdong Tan

Additional Information:

The Shares, as such term is defined above, were the subject of an oral agreement between James Mengdong Tan, MOXC's former CEO and director and and Low Seng Kai and Fan Min. Low Seng Kai and Fan Min are the former owners of the original technology used by MOXC (the "Original Owners"). In 2012, Mr. Tan and the Original Owners agreed that the shares held by Stellar represented a bonus pool, some or all of which would be paid to the Original Owners, or their designees, after the listing of the Issuer on a national securities exchange; provided, however, that Mr. Tan would retain all voting rights with respect to such shares as long as such shares were owned by the Original Owners or their designees (the "Agreement"). On June 15, 2017, pursuant to the Agreement, Stellar transferred all 19,830,000 shares (the "Stellar Shares") to the Original Owners' designees: Global Innovative Investment Group Limited, a company incorporated under the laws of the British Virgin Islands and Low Mei Chiek, with each party receiving 9,915,000 shares. Global Innovative Investment Group Limited holds the Stellar Shares it received as a nominee for Fan Min and Low Mei Chiek holds the Stellar Shares she received as a nominee for Low Seng Kai. Stellar currently does not hold any and has not owned any such shares since June 15, 2017. Pursuant to the Agreement, Mr. Tan still has all voting rights to the Stellar Shares and reserves the right to vote such shares at any time in the future in his sole discretion. Stellar is owned by Amazing Wave Limited and James Mengdong Tan, MOXC's former CEO and director is the CEO of Amazing Wave. The Reporting Person is owned by Amazing Wave Limited, which is the sole shareholder of the Reporting Person, and James Mengdong Tan MOXC’s former Chief Executive Officer and President is also the president and Chief Executive Officer of Amazing Wave Limited. James Mengdong Tan, is currently the beneficial owner of 9,990,000 shares of the MOXC Common Stock held by Good Eastern Investment Holdings Limited and 8i Capital, Ltd. As set forth above, Mr. Tan and the Original Owners entered into the Agreement with respect to the Stellar Shares. While Mr. Tan continues to have voting rights over the Stellar Shares pursuant to the Agreement, neither he nor the Reporting Person have any dispositive power over such shares or right or interest in or to the proceeds of the sale of such shares. Mr. Tan was appointed as the director of MOXC on February 13, 2015 and was appointed as the Chief Executive Officer and President of MOXC on June 30, 2015. On September 28, 2017, Mr. Tan resigned from each of his positions as a Director and Officer of MOXC and each of MOXC’s subsidiaries, effective September 29, 2017.