(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing is calculated and state how it was determined):
INFORMATION STATEMENT
Relating to the Amendment of our Articles of Incorporation
Wincash Apolo Gold & Energy, Inc.
Flat 12, 14/F, Tower 1, Silvercord,
30 Canton Road, Tsim Sha Tsui,
Kowloon, Hong Kong
Dear Wincash Apolo Gold & Energy, Inc. Shareholders:
NOTICE IS HEREBY GIVEN that we have received written consents in lieu of a meeting from stockholders representing a majority of our outstanding shares of voting stock, which approved the following actions:
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Approval of an amendment to our Articles of Incorporation to change our name to Banny Cosmic International Holdings, Inc.
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Approval of an amendment of our Articles of Incorporation to increase the number of our authorized shares.
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As of the close of business on June 4, 2018, the record date for shares entitled to notice of and to sign written consents in connection with the actions described above, the following voting shares were outstanding: 177,637,387 shares of common stock. Prior to the mailing of this Information Statement, certain shareholders who represent a majority of our outstanding voting shares, signed written consents approving each of the actions listed above on the terms described herein (the “Actions”). As a result, the Actions have been approved and neither a meeting of our stockholders nor additional written consents are necessary.
We are not asking you for a Proxy and you are requested not to send us a Proxy
. The Actions will be effective twenty (20) days from the mailing of the Information Statement, which is expected to take place on or before June 16, 2018, and such Actions will result in the following:
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1)
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The Articles of Incorporation will be amended to change the name of the Company to Banny Cosmic International Holdings, Inc.
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2)
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The Articles of Incorporation will be amended to increase the Company’s authorized shares of common stock from 325,000,000 par $.001 of which 300,000,000 are designated as common and 25,000,0000 are designated as preferred to 1,100,000,000 par $.001 of which 1,000,000,000 are designated as common and 100,000,000 of which are designated as preferred.
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The Company will pay all costs associated with the distribution of this Information Statement, including the cost of printing and mailing. The Company will reimburse brokerage and other custodians, nominees and fiduciarie
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for reasonable expenses incurred by them in sending out the Information Statement to the beneficial owners of the Company’s common stock.
THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS: NO STOCKHOLDERS MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN, AND NO PROXY OR VOTE IS SOLICITED BY THIS NOTICE. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. THE ACTIONS, DESCRIBED MORE SPECIFICALLY BELOW, HAVE ALREADY BEEN APPROVED BY WRITTEN CONSENT OF HOLDERS OF A MAJORITY OF THE OUTSTANDING VOTING SHARES OF THE COMPANY. A VOTE OF THE REMAINING SHAREHOLDERS IS NOT NECESSARY.
By Order of the Board of Directors,
/s/Liu Wenxin
Liu Wenxin, Chief Executive Officer
PROPOSAL TO AMEND THE COMPANY’S ARTICLES OF
INCORPORATION TO CHANGE ITS NAME TO
BANNY COSMIC INTERNATIONAL HOLDINGS, INC.
INTRODUCTION
The Board of Directors of the Company has unanimously approved, and a majority of the shareholders have voted for a proposal to amend the Company’s Articles of Incorporation to change the Company’s name to Banny Cosmic International Holdings, Inc. We are now notifying you and the other shareholders that did not participate in the meeting of the actions of the shareholders who hold a majority of the voting shares. The name change will take effect after we file a Certificate of Amendment and Restatement to the Articles of Incorporation with the Secretary of State of the State of Nevada.
We expect that the Amended and Restated Articles will be filed 20 days after the mailing of this Information Statement. However, our board of directors may elect not to file, or to delay the filing of, the Amended and Restated Articles if they determine that filing the Amended and Restated Articles would not be in the best interest of our shareholders.
REASONS FOR THE NAME CHANGE
The Company’s business plan has changed. Under the new business plan this Company will have the exclusive worldwide rights to distribute the wines of Banny Wine Cellar (“Banny”). Since its establishment 15 years ago Banny, located in Macao has established an outstanding reputation. It has become a famous and well appreciated wine within Macao, China, Hong Kong, France and other foreign countries. Banny Wines Cellar is an often notable contender for wine awards.
Banny Wine Cellar has been rated ‘Grade A’ for 6 consecutive years. It has been rated as a creditable enterprise and one of the top 50 enterprises in Macao by the Consumer Council, Macao Economic Services Bureau, the government, and various universities.
Banny Wine Cellar has held various wine tasting events/activities and dinner parties together with different banks and financial institutions for the last decade in order to establish a good brand image. Its wines receive a glowing reception for its quality and taste, which establishes customers who are not only loyal to the brand, but also trust the consistent quality of the wine.
Banny Wine Cellar has established an extensive sales network, covering various channels, countries and regions, and convenient delivery services. Customers can place their orders in Hong Kong and receive their wine order in Macao, and vice versa. The demand of various customers in different regions can thus be satisfied.
Tens of wines which are directly imported from various European and American countries with original packaging, pay relevant taxes via China Customs. Banny Wines Cellar’s initiatives allow customers to pay from Hong Kong and Macao, and take delivery of goods within China. The lowest selling price of its wines is 38 dollars, and it’s able to carry out corresponding forwarding services on behalf of various customers within China.
With the first wine storage warehouse passing HKQAA International Standards in Macao, it has used air conditioners to control and manage the supply of wines and guarantee the quality of its wines.
As the first wine enterprise which has been listed in the Yearbook of the People’s Republic of China, it now operates in many mature international E-commerce platforms, and will be listed via “New Four Boards” in Shenzhen within this year. In fact, Zhuhai Banny Supply Chain Co., Ltd. has already been listed in Guangzhou Equity Exchange with the code 293785. In 2004, it was capable of and qualified for listing on Hong Kong Growth Enterprise Market. This evaluation is mainly conducted to analyze various function features and predict its future market potential.
For these reasons the Directors believe that it is important to change the Company’s name to Banny Cosmic International Holdings, Inc. in order to reflect the Company’s new business.
EXCHANGE OF STOCK CERTIFICATES
Following the delivery of this Information Statement we will instruct our corporate secretary and transfer agent to begin implementing the exchange of certificates representing outstanding common stock. As soon as practicable after the effectiveness of the proposed amendments, holders of our common stock will be notified and requested to surrender their certificates representing shares of common stock to our corporate secretary and transfer agent in exchange for certificates representing common stock with the new name “New Common Stock”. Beginning on the date the proposed amendment becomes effective, each certificate representing shares of our Old Common Stock will be deemed for all corporate purposes to evidence ownership of the same number of shares of our New Common Stock. Until surrendered to the Transfer Agent, certificates of Old Common Stock retained by shareholders will be deemed for all purposes, including, voting and payment of dividends, if any, to represent the number of whole shares of New Common Stock owned by the shareholders before the name change.
Shareholders should not send their old certificates to the transfer agent until they have been notified by the transfer agent as discussed above. Shares of Old Common Stock surrendered after the effective date will be replaced by certificates representing shares of New Common Stock as soon as practicable after the surrender. No service charge will be paid by existing shareholders for the exchange of the shares and the Company will pay all expenses of the exchange and issuance of new certificates.
NO DISSENTER'S RIGHTS
Under Nevada law, you are not entitled to dissenter’s rights with respect to the amendment of the articles of incorporation or the name change.
AMENDMENT TO THE ARTICLES OF INCORPORATION
The name change will amend Article I of the Company’s Articles of Incorporation to replace the current paragraph with a paragraph which states that the name of the Company is Banny Cosmic International Holdings, Inc. The Amendment will be filed with the Secretary of State of Nevada and will become effective on the date of the filing.
RECOMMENDATION OF THE BOARD OF DIRECTORS
For the above reasons, we believe that the change of name is in the Company’s best interest and in the best interest of our shareholders and therefore the Board recommended that the shareholders vote for this proposal.
PROPOSAL TO AMEND THE COMPANY’S ARTICLES OF INCORPORATION
TO INCREASE ITS AUTHORIZED SHARES
General
Our Board of Directors has voted for and a majority of our shareholders have voted for an amendment to the Company’s Articles of Incorporation which increases our total number of authorized shares from 300,000,000 common shares and 25,000,000 shares of preferred stock, each with a par value of $.001 per share, to 1,000,000,000 shares of common stock and 100,000,000 preferred shares, each with a par value of $.001 (the “Amendment”). As of June 1, 2018, there were 177,637,387 common shares issued and outstanding.
Reason for the Amendment
The Board of Directors and the shareholders, deem it advisable to increase the number of our authorized shares in order to provide us with increased flexibility in structuring possible future financings and acquisitions, to provide securities convertible into common stock, and to meet other corporate needs which might arise. Neither the Board of Directors nor our management is aware of any specific effort to accumulate our securities or to obtain control over us by means of a merger or tender offer.
The Company’s existing Articles of Incorporation authorize 300,000,000 shares of common shares, with a par value of $.001. The proposed Amendment increases the number of common shares the Company is authorized to issue to 1,000,000,000, and in addition it authorizes 100,000,000 shares of preferred stock, all with a par value of $.001. The Board may, by resolution adopted and filed with the Nevada Secretary of State in the manner provided by law, authorize one or more classes or series of preferred stock and fix the relative rights and preferences of each such class or series. These shares will be available for issuance by the Board at such time and for such purposes as the Board may deem advisable without further action by the shareholders, except as may be required by law or regulatory authorities.
Approval of an increase in the authorized number of preferred shares generally empowers the directors of the Company to issue additional preferred shares without giving notice to the shareholders or obtaining their approval, except in certain circumstances, such as in connection with the adoption of certain employee benefit plans.
Existing Anti-Takeover Provisions
The proposal to increase the authorized number of common and preferred shares is not submitted in response to any attempt to accumulate stock or threatened takeover. However, the increase in the number of authorized shares of preferred stock could, under certain circumstances, be construed as having an anti-takeover effect by, for example, diluting the stock ownership of shareholders and possibly making it more difficult to effect a change in the composition of the Board of Directors through the removal or addition of directors, or to accomplish a given transaction that may be in the shareholders’ interests. Further, the dilutive effect may limit the participation of shareholders in a merger or similar business combination, whether or not such transaction is favored by our management.
Preferred Shares
The proposed amendment would authorize the Board of Directors, without any further stockholder action (unless such action is required in a specific case by applicable laws or regulations or by applicable rules of a trading market or stock exchange), to issue from time to time shares of Preferred stock in one or more series, to determine the number of shares to be included in any series and to fix the designation, voting power, other powers, preferences and rights of the shares of each series and any qualifications, limitations or restrictions of the series.
Any series of Preferred Stock could, as determined by our Board of Directors at the time of issuance, rank, with respect to dividends, voting rights, redemption and liquidation rights, senior to the company’s common stock.
In the Board of Directors’ opinion, the primary reason for authorizing the Preferred stock is to provide flexibility for the Company’s capital structure. The Board of Directors believes that this flexibility is necessary to enable it to tailor the specific terms of a series of Preferred stock that may be issued to meet market conditions and financing opportunities as they arise, without the expense and delay that would be entailed in calling a stockholders meeting to approve the specific terms of any series of Preferred stock.
The Preferred stock may be used by the Company for any proper corporate purpose. Such purposes might include, without limitation, issuance in public or private sales for cash as a means of obtaining additional capital for use in our business and operations. Other purposes could include issuances in connection with the acquisition of other businesses or properties.
Effects of Authorization of Preferred Shares
It is not possible to state the precise effects of the authorization of the Preferred stock upon the rights of the holders of our common stock until the Board of Directors determines the respective preferences, limitations, and relative rights of the holders of the class as a whole or of any series of the Preferred stock. Such effects might include:
i. reduction of the amount that otherwise might be available for the payment of dividends on common stock to the extent dividends are payable on any issued Preferred stock;
ii. restrictions on dividends on the common stock;
iii. rights of any series or the class of Preferred stock to vote separately, or to vote with the common stock;
iv. conversion of the Preferred stock into common stock at such prices as the Board of Directors determines, which could include issuance at below the fair market value or original issue price of the common stock, diluting the book value or per share value of the outstanding Common Stock; and
v. the holders of common stock not being entitled to share in the Company’s assets upon liquidation until satisfaction of any liquidation preference granted to holders of the preferred stock.
NO DISSENTERS RIGHTS
Under Nevada law you are not entitled to dissenters rights with respect to the amendment of the Articles of Incorporation to increase the number of shares of authorized capital stock.
AMENDMENT TO THE ARTICLES OF INCORPORATION
Article III of the Articles of Incorporation will be amended to increase the number of authorized common shares and to authorize preferred shares. The Amended and Restated Articles of Incorporation will be filed with the Secretary of State of Nevada. After the filing, the Company will have 1,000,000,000 authorized shares of common stock and 100,000,000 authorized shares of $.001 par value Preferred Stock.
RECOMMENDATION OF THE BOARD OF DIRECTORS
For the reasons set forth above, we believe that the increase in the authorized shares of capital stock is in the best interest of the Company and its shareholders and, therefore the Board recommended that the shareholders vote for this proposal.
Documents Incorporated by Reference
Our Annual Report on Form 10-K for the year ended June 30, 2017 is incorporated by reference herein.