wincroftsc14f1.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_____________________
SCHEDULE
14F-1
_____________________
INFORMATION
STATEMENT PURSUANT TO
SECTION
14(F) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Commission
File No.: 0-12122
WINCROFT,
INC.
(Name of
Small Business Issuer in its Charter)
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Nevada
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84-0601802
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(State
or other jurisdiction
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(I.R.S.
Employer ID Number)
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of
incorporation or organization)
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c/o
American Union Securities, Inc.
100 Wall Street, 15th
Floor, New
York, NY 10005
(Address
of principal executive offices)
*
* * * * * * * * * * * *
NO
VOTE OR OTHER ACTION OF THE COMPANY'S SHAREHOLDERS IS REQUIRED IN CONNECTION
WITH THIS INFORMATION STATEMENT. NO PROXIES ARE BEING SOLICITED AND YOU ARE NOT
REQUESTED TO SEND THE COMPANY A PROXY.
*
* * * * * * * * * * * *
INFORMATION
STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND
SEC RULE 14f-1
NOTICE OF CHANGE IN MAJORITY
OF DIRECTORS
October
21, 2008
This
Information Statement is being furnished to holders of record as of October 21,
2008 of the common stock of Wincroft, Inc. a Nevada corporation (the “Company”),
in accordance with the requirements of Section 14(f) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and Rule 14f-1 promulgated
thereunder.
No vote
or other action by our shareholders is required in response to this Information
Statement. Proxies are not being solicited.
References
throughout this Information Statement to “we”, “us” and “our” are to the
Company.
CHANGE IN CONTROL OF THE
COMPANY
On August 18, 2008, the Company entered into a Merger Agreement
dated August 8, 2008, as amended and restated on October 14, 2008 (the
“Merger Agreement”) with Apollo Solar Energy, Inc., a Delaware corporation
(“ASE”), and Apollo Solar Energy, Inc., a Nevada corporation and a wholly owned
subsidiary of the Company (the “Merger Sub”), pursuant to which, on October 14,
2008, Merger Sub was merged with and into ASE (the
“Merger”). Under the terms of the Merger Agreement, each share
of ASE common stock (“ASE Common Stock”) outstanding immediately prior to the
closing of the Merger was converted into the right to receive Four Thousand
(4,000) (the “Exchange Ratio”) shares of Wincroft common stock (“Wincroft Common
Stock” or “Common Stock”). As a result of the completion of the Merger, ASE
became a wholly owned subsidiary of Wincroft.
Upon the
consummation of the Merger, the Company ceased being a shell company as such
term is defined in Rule 12b-2 under the Exchange Act, ASE became a wholly owned
operating subsidiary of the Company and ASE’s wholly owned subsidiary Sichuan
Apollo Solar Science and Technology Co., Ltd. (“Sichuan Apollo”), a wholly
foreign-owned enterprise (“WOFE”) organized under the laws of the People’s
Republic of China, became the indirect wholly owned subsidiary of the
Company.
On
October 20, 2008, Wincroft, entered into an entrusted management agreement (the
“Entrusted Management Agreement”) with Hou Renyi and certain other members of
the management team (the “Apollo Managers”) of Sichuan Apollo.
The
Entrusted Management Agreement provides for the issuance by the Company of 26.8
million shares of Common Stock to the Apollo Managers with the result that the
Apollo Managers will own approximately 60.15% of the Common Stock of the
Company, after giving effect to such issuance, as previously discussed in the
Company's Current Report on Form 8-K filed on October 16, 2008. The Apollo
Managers shall receive such shares as additional consideration for the provision
of the entrusted management services and in full satisfaction of certain
indebtedness of Apollo to the Apollo Managers.
The
acquisition of Sichuan Apollo by ASE will be accounted for as an “as-if-pooling”
in accordance with SFAS141 since the Apollo Managers will own approximately
60.15% of the Common Stock of the Company and will control the Board of
Directors and daily operations of ASE.
Upon
consummation of the Merger, the Board of Directors of the Company consisted of
Xiaojin Wang, Renyi Hou, Ling Yong and Hongwei Ke. Ten days
after this information statement is mailed to the shareholders of record,
Xiaojin Wang will resign from her position as a member of the Board of
Directors. At that time, the executive officers and directors of the
Company will be:
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Name
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Age
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Position
with the Company
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Director
Since
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Renyi
Hou
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52
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Chairman
and Chief Executive Officer
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2008
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Ling
Yong
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50
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Chief
Financial Officer
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2008
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Hongwei
Ke
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48
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Director
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2008
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VOTING SECURITIES AND
PRINCIPAL HOLDERS THEREOF
The
Company is authorized to issue 100,000,000 shares of Common Stock, $.001 par
value per share, of which 44,555,013 shares will be outstanding after the
consummation of the Merger, and issuance of shares pursuant to the Entrusted
Management Agreement, and 12,500,000 shares of Preferred Stock, $.001 per value
per share, of which no shares are outstanding. Holders of the Common Stock are
entitled to one vote for each share in the election of directors and in all
other matters to be voted on by the stockholders. There is no cumulative
voting in the election of directors. Holders of Common Stock are entitled
to receive such dividends as may be declared from time to time by the Board of
Directors with respect to the Common Stock out of funds legally available
therefor and, in the event of liquidation, dissolution or winding up of the
Company, to share ratably in all assets remaining after payment of liabilities.
The holders of Common Stock have no pre-emptive or conversion rights and
are not subject to further calls or assessments. There are no redemption
or sinking fund provisions applicable to the Common
Stock.
The
following table sets forth as of October 14, 2008, certain information with
respect to the beneficial ownership of our Common Stock, our only class of
voting securities, by (i) any person or group which beneficially owns more than
5% of such Common Stock, (ii) each director, (iii) our chief executive officer
and each other executive officer whose cash compensation for the most recent
fiscal year exceeded $100,000 and (iv) all executive officers and directors as a
group, in each case after giving effect to the Merger and the Entrusted
Management Agreement.
In
determining beneficial ownership of the Common Stock, the number of shares shown
includes shares which the beneficial owner will acquire through the Entrusted
Management Agreement, or upon exercise of any warrants or options which may
be exercised within 60 days. Unless otherwise stated, each beneficial owner has
sole power to vote and dispose of the shares.
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Name
and Address
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Amount
of Nature
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Percentage
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of
Beneficial Owner (1)
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of
Beneficial Ownership (2)
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of
Class
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Renyi
Hou
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9,052,000
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20.32%
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Yong
Ling
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1,920,000
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4.31%
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Hongwei
Ke
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1,240,000
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2.78%
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All
executive officers and directors
as
a group (3 persons)
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12,212,000
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27.41%
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New
Greatwall Limited
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8,600,000
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19.30%
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Warner
Technology & Investment Corp.
18
Kimberly Court, East Hanover, NJ 07936
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4,350,000
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9.76%
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Zhenyu
Liu (3)
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4,208,000
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9.45%
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(1)
Except as otherwise noted, each shareholder’s address is Sichuan Apollo Solar
Science and Technology, Co. Ltd. No. 72 1-2 Airport Road, Jindu Section Chengdu,
Sichuan Province, P. R. China 610255.
(2)
Except as otherwise noted, all shares are or will be owned of record and
beneficially.
(3)
Zhenyu Liu is the wife of Renyi Hou.
NEW DIRECTORS AND EXECUTIVE
OFFICERS
Upon the
resignation of Xiaojin Wang, the Board of Directors will consist of Mr. Renyi
Hou, Mr. Yong Ling, and Mr. Hongwei Ke. Directors serve until the next
annual meeting of the shareholders and until their successors are elected and
qualify. Information regarding our Directors is as follows:
Renyi Hou is the President,
Chief Executive Officer, and Chairman, and a director, of Wincroft. Mr. Hou has
earned a medical degree from the Chengdu University of Traditional Chinese
Medicine along with a Masters of Business from Chengdu Southwest Jiaotong
University. Mr. Hou began his entrepreneurial careering by creating a rolling
mill in Chengdu, Sichuan which at the time was the first privately-run iron
enterprise in Sichuan Province in 1986. He entered into the mineral and natural
resources business in 1998 by establishing the Sichuan Mineral Resources
Development Co. Ltd, of which he was Chairman and General Manager. Mr. Hou
joined Sichuan Apollo as Chairman and Chief Executive Officer in June
2006.
Yong Ling is the Chief
Financial Officer, and a director, of Wincroft. Mr. Ling graduated from
Southwest University of Finance and Economics with a bachelor’s degree in
finance. From 1976 to 2003, he held positions with the Construction Bank of
China along with investment companies in Sichuan province. He served as Chief
Economist for Sichuan Xinju Mineral Resources Development Co. Ltd from 2003
until he joined Sichuan Apollo in 2006.
Hongwei Ke is a director of
Wincroft. Mr. Ke graduated from Southwest Petroleum University, Department of
Petroleum Engineering, with a bachelor’s degree in Oil Field Chemistry. From
1982 to 1999, he held positions with the Bohai Oil Company, Research Institute,
Engineer and China National Offshore Oil Corp. (CNOOC) where he was a Senior
Engineer and the Deputy Director of the Communication and Computer Center. From
1999 until he joined Sichuan Apollo in 2006, he served as Chairman of Beijing
Joinkey Electronics Technology Development Co. Ltd. and as the Chairman and
Chief Engineer of Beijing Jiegao Software Co. Ltd.
Code
of Ethics
The
Company is currently in the process of adopting a code of ethics applicable to
its management.
Compenstaion,
Nominating and Audit Committee
The Board
of Directors will not have an audit committee, compensation committee, or
nominating committee immediately after the closing of the merger, due to the
small size of the Board. The Board will also not have an "audit
committee financial expert" within the definition given by the Regulations of
the Securities and Exchange Commission. The members of the Board
expect to recruit an audit committee financial expert to join the Board during
2009.
Shareholder
Communications
The Board
of Directors will not adopt a procedure for shareholders to send communications
to the Board of Directors until it has reviewed the merits of several
alternative procedures.
Executive
Compensation
Information
regarding the compensation paid to the executive officers of Wincroft during the
past two fiscal years is set forth in Item 10 of the Company’s Annual Report on
Form 10-KSB for the year ended June 30, 2008, which was filed with the SEC on
July 11, 2008. After the resignation of Xiaojin Wang from the Board
becomes effective, none of the individuals who served as officers of Wincroft
during the past three fiscal years will remain an officer or director of the
Company.
The table
below itemizes the compensation paid to Renyi Hou, Ling Yong, and Hongwei
Ke by Sichuan Apollo for services during the two fiscal years since Sichuan
Apollo was organized. Consideration for executive officer and director
compensation was and is currently determined by the majority vote of the
board. The table also shows the salaries that the Company intends to pay to
those officers during the current fiscal year. There was no officer of
Sichuan Apollo whose salary and bonus for services rendered during the year
ended December 31, 2007 exceeded $100,000.
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Fiscal
Year
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Salary
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Renyi
Hou
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2008
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$
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21,353
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2007
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$
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21,353
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2006
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$
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10,677
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Ling
Yong
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2008
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$
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14,250
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2007
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$
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14,250
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2006
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$
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7,125
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Hongwei
Ke
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2008
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$
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14,250
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2007
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$
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14,250
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2006
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$
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7,125
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PREVIOUS BOARD OF
DIRECTORS
The
following table lists certain information regarding the individuals who were the
officers and directors of the Company prior to the Merger:
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Name
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Age
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Position
with the Company
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Director
Since
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Xiaojin
Wang
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52
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Chairman,
Chief Executive Officer, Chief Financial Officer, Director
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2007
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Xiaojin Wang. Since
1995, Ms. Wang has been employed as Chief Operations Officer of Warner
Technology and Investment Corp. a New Jersey corporation. Warner Technology
provides international training and market consulting services. Warner is
licensed by the People's Republic of China to serve as an official host for
Chinese government officials and business executives in the US. As part of the
hosting process Warner also provides training programs to assist visiting
Chinese officials and business executives with the transition to doing business
in the US. These services include market and product analysis, assistance with
product distribution and distribution agreements, joint ventures, and
introductions to strategic partners. Ms. Wang holds a M.S. degree in Computer
Science that was awarded in 1989 by the City College of New York. Ms. Wang is 52
years old.
Executive
Compensation
Xiaojin
Wang was not paid any compensation for her services as an officer and director
of the Company. She is not entitled to any compensation by reason of the
termination of her positions as officer and director or by reason of the change
in control of the Company.
The
Company failed to file on a timely basis reports required during the 2007 fiscal
year by Section 16(a) of the Exchange Act for certain of the directors,
officers, or beneficial owners of more than 10% of the Company’s common stock
failed to file on a timely basis reports required during the 2007 fiscal year by
Section 16(a) of the Exchange Act. The Company expects to make the corrective
filings prior to the mailing of this information
statement.
October
21, 2008
By Order
of the Board of Directors:
/s/ Renyi
Hou
Renyi
Hou, Chairman