change of control
Item 1.01 Entry into Material Agreement.
On April 3, 2018 Wincash Apolo Gold & Energy, Inc. (APLL) entered into a share exchange agreement with Banny International Trading Co., Ltd., a Macau company. Under the terms of that share exchange agreement, APLL will exchange 36,500,000 shares of APLL common stock and an option to purchase an additional 36,500,000 shares of APLL common stock in exchange for the brand name “Banny Choice” and the right to use Banny’s sale and distribution network for the sale of wine under the Banny Choice name in Asia and other parts of the World.
Item 3.02 Unregistered Sale of Equity Securities.
On April 23, 2018 the Registrant issued 36,500,000 shares of its common stock and an option to purchase an additional 36,500,000 of APLL common stock, pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933. The offering was not a public offering as defined in Section 4(2) due to the limited number of persons that received the shares and the manner of the offering. In addition, the Purchaser represented that it had the necessary investment intent as required by Section 4(2) and agreed to and received share certificates bearing a legend that stated that the securities were restricted pursuant to Rule 144 of the Securities Act.
The specifics of this transaction are described in Item 1.01 above.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
On April 23, 2018 the Board of Directors accepted the resignation of Mr. Chow Wing Fai as Chief Executive Officer of APLL. Mr. Fai remains as the CFO and a director of the Company. At the same time the Board elected the following individuals to the following positions: Liu Wenxin, Officer and Director and Choi Kai Weng as an Officer and Director.
Liu Wenxin
Ms. Liu was born in 1968. In 1992, she graduated from Shenzhen University with major in Business Management. After graduation, she worked for Siemens AG from 1993 to 1994 in China and was involved in business management. In 1995, she started her own business and formed a company, Tall Goods Trading Co., Ltd., involved in the cosmetics business until 2010. In 2010, she moved to UK (Scotland Glasgow) with her husband and started a company, Chow’s Food & Beverage Co., Ltd., in the food and beverage business with her husband. In 2017, she returned to Hong Kong and established a trading company, Cosmic Equity Group Limited.
Choi Kai Weng
Mr. Choi was born in 1961. He is a wine master and expert. Since 1996, he has been engaged in wine trading business in Macau, Hong Kong and China. In 2004, he formed Banny Wines Cellar in Macau. Currently, he has three wine shops in Macau. In addition to his wine business, he expanded his business into other fields, including Media and E-commerce online platform. He also writes articles about wines and investment in wine business.
ARTICLE I: THE SALE AND PURCHASE TRANSACTION
Section 1.1: The Transaction
Wincash agrees issue 36,500,000 shares (the “Shares”) of the company’s common stock and an option to acquire 36,500,000 company’s common stock at an exercise price of $0.25 per share to the Selling Shareholder or its nominees in exchange for the purchase by Wincash and its subsidiary of Banny’s brand name “Banny Choice” and the right to use Banny’s sale distribution network throughout Asia and other parts of the world. The 36,500,000 options will expire 3 years from the date of issuance.
AI
