SECTION
14(f) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
RULE
14f-1 THEREUNDER
This
Information Statement is being mailed on or about August 27, 2007 by Golden
Autumn Holdings, Inc., (the “Company”) f/k/a Armitage Mining Corp., to the
holders of record of shares of common stock, $0.001 par value per share, of
the
Company (the “Shares”). You are receiving this Information Statement in
connection with the intended appointment of five new members to the Company’s
Board of Directors.
On
February 14, 2006, Armitage Mining Corp. entered into a share exchange agreement
(the “Exchange Agreement’) with Golden Autumn Holdings, Inc. a Delaware
corporation (“Golden Autumn”), and the shareholders of Golden Autumn (the
“Golden Autumn Stockholders”). The closing occurred on February 14, 2007.
Pursuant to the terms of the Exchange Agreement, the Company acquired all of
the
issued and outstanding capital stock of Golden Autumn from Golden Autumn’s
shareholders in exchange for 17,032,970 shares of the Company’s common stock
(the “Acquisition”). In connection with the execution of the Exchange Agreement,
the Company’s sole director prior to the transaction appointed Charles Fu as a
member of the Company’s Board of Directors. The Company’s Board of Directors has
now appointed the following directors:
Guanglong
Li
Xiping
Wang
Shengyun
Qiu
Timothy
J. Craddock
Zhen
Zhang
This
Information Statement is being mailed to stockholders of the Company pursuant
to
Section 14(f) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and Rule 14f-1 thereunder.
You
are
urged to read this Information Statement carefully. You are not, however,
required to take any action with respect to the appointment of the following
new
directors:
Guanglong
Li
Xiping
Wang
Shengyun
Qiu
Timothy
J. Craddock
Zhen
Zhang
The
information contained in this Information Statement concerning Golden Autumn
and
Guanglong Li, Xiping Wang, Shengyun Qiu, Timothy J. Craddock, and Zhen Zhang
has
been furnished to the Company by Golden Autumn. The Company assumes no
responsibility for the accuracy or completeness of such
information.
1
CERTAIN
INFORMATION REGARDING THE COMPANY
Voting
Securities
The
Common Stock is the only class of voting securities of the Company outstanding.
As of February
14,2006,
there were 1,119,000 shares outstanding and entitled to one vote per share.
Upon
the completion of the Exchange Agreement, there were 20,142,003
shares outstanding and entitled to one vote per share. As of August 8, 2007,
there are 20,142,003 shares issued and outstanding.
Security
Ownership of Certain Beneficial Owners and Management
The
following table sets forth certain information, as of August 8, 2007 with
respect to the beneficial ownership of the outstanding common stock by (i)
any
holder of more than five (5%) percent; (ii) each of Armitage Mining's executive
officers and directors; and (iii) Armitage directors and executive officers
as a
group. Except as otherwise indicated, each of the stockholders listed below
has
sole voting and investment power over the shares beneficially owned. The below
table is based on 20,142,003 shares of common stock outstanding as of August8,2007.
Name
of Beneficial Owner (1)(2)
Common
Stock Beneficially Owned
Percentage
of Common Stock (1)
Guanglong
Li
3,051,917
15.15%
Charles
Fu (3)
1,547,514
8%
Hua
Li
112,145
*
Guangxin
Tang
18,072
*
Michael
Potts
400,000
2%
GAH-CDC
Holdings LLC (4)
5,366,613
27%
BJP-GAH
Holdings LLC (5)
3,028,070
15%
Wong
Chi Shun
1,477,985
7.34%
Gordon
Gang Chen
1,357,579
6.7%
GAH-REV
Holdings LLC (6)
1,277,003
6.3%
All
officers and directors as a group (7)
5,129,648
25.46%
*
Less
than one percent.
2
(1)
Beneficial ownership is determined in accordance with the Rule 13d-3(d)(1)
of
the Exchange Act, as amended and generally includes voting or investment power
with respect to securities. Pursuant to the rules and regulations of the
Securities and Exchange Commission, shares of common stock that an individual
or
group has a right to acquire within 60 days pursuant to the exercise of options
or warrants are deemed to be outstanding for the purposes of computing the
percentage ownership of such individual or group, but are not deemed to be
outstanding for the purposes of computing the percentage ownership of any other
person shown in the table.
(2)
Except as otherwise indicated, the address of each beneficial owner is c/o
Golden Autumn Holdings, Inc. 15455 Dallas Parkway, 6th Floor, Dallas Texas
75001.
(3)
Including the 385,916 shares and the 196,816 shares held by BJPHC-GAH Holdings
LLC and Everlasting Holdings LLC respectively, of which Mr. Charles Fu may
be
deemed to have the beneficial ownership by reason of being the shareholder
of
BJP-GAH Management Inc., the sole manager of BJPHC-GAH Holdings LLC and
Everlasting Holdings LLC.
(4)
Mr.
Guanglong Li and Mr. Charles Fu may be deemed to have the shared power to depose
of the shares held by GAH-CDC Holdings LLC and to have the beneficial ownership
of these shares by reason of being the shareholders of GAH Management Inc.,
the
sole manager of GAH-CDC Holdings LLC.
(5)
Mr.
Charles Fu and Mr. Xiping Wang may be deemed to have the shared power to depose
of the shares held by BJP-GAH Holdings LLC and to have the beneficial ownership
of these shares by reason of being the shareholders of BJP-GAH Management Inc.,
the sole manager of BJP-GAH Holdings LLC.
(6)
Mr.
Guanglong Li and Mr. Charles Fu may be deemed to have the shared power to depose
of the shares held by GAH-REV Holdings LLC and to have the beneficial ownership
of these shares by reason of being the shareholders of GAH Management Inc.,
the
sole manager of GAH-REV Holdings LLC.
Directors
And Executive Officers
Appointment
of New Director
As
of
February 14, 2007, the following were appointed to the Company’s Board of
Directors:
Guanglong
Li
Xiping
Wang
Shengyun
Qiu
Timothy
J. Craddock
Zhen
Zhang
Set
forth
below is certain information with respect to the above-named directors:
Guanglong
Li
Guanglong
Lihas
been
an executive in the senior living industry for over 24 years. Mr. Li has been
chairman and general manager of the predecessors of Golden Autumn since May
of
1997. He has led the predecessors of the Company through its privatization
and
various reorganizations for growth. He was a government official at the Sichuan
Government before his involvement in the business.
Xiping
Wang
3
Wang
Xiping, has served as Vice President of the predecessors of Golden Autumn in
charge of investment/financing since 2005. He graduated from South Western
University of Finance and Economics as Master in Economics and has over 27
years
corporate financing and banking experience. Mr. Wang was the founder of Chengdu
Changjin Investment Management Co., Ltd. From 1994 until 2004, he held various
senior positions including GM of Cooperate Credit Department and Assets Security
Department with China Merchants Bank Chengdu Branch
Shengyun
Qiu
Shengyun
Qiu has over 40 years of experience and most recently was China’s Ambassador to
Jordan. Mr. Qiu has also been the Consulate General of the People’s Republic of
China in the United States. Mr. Qiu graduated from Fudan University in 1964.
Timothy
J. Craddock
Timothy
J. Craddock has over 15 years of experience in the finance industry. From
December 2002 to present, Mr. Craddock has been the President of Lone Stat
Site
Acquisition. He has previously worked as Senior Vice President of Corporate
Development at Aurion Technologies and was President and CEO of CCI Commercial
Real Estate Services. Mr. Craddock received his BS from the University of
Oklahoma School of Business in 1991.
Charles
Fu
Charles
Fu, the Vice
Chairman and President the Company, has over 20 years’ experience in foreign
investment in China, corporate finance, M & A, and public offerings of
China-related companies. He has led the Company in its reorganization for
receiving foreign investment and in its plans for going public in the U.S.
Mr.
Fu received his LL.B. from China’s Northwestern Institute of Law & Political
Science, his J.D. from the Southern Methodist University School of Law in
Dallas, Texas, and his LL.M. from the University of Brussels,
Belgium.
Zhen
Zhang
Mr.
Zhang
has had over 12 years experience in banking and corporate finance. From October
2005 to present, Mr. Zhang has been the General Manager of the Risk Control
Department for Issuing Line of Credit to Industrial and Commercial Enterprises,
Beijing Agriculture Commercial Bank. From September 2001 to October 2005, he
was
the Executive Vice Governor of Baotou Commercial Bank. He has also held
positions as the General Manager of the Line of Credit & Loan Department at
Baotou Commercial Bank, and was previously the the Head of Planning Department,
the Head of Coordination Department and the General Internal Auditor at Baotou
People’s Bank. Mr. Zhang graduated from Henan Banking & Finance College and
has an MBA from Beijin Jiaotong University.
Section
16(a) of the Exchange Act requires the Company's executive officers and
directors and persons who own more than 10% of a registered class of the
Company's equity securities to file reports of their ownership thereof and
changes in that ownership with the Securities and Exchange Commission ("SEC")
and the National Association of Securities Dealers, Inc. Executive officers,
directors and greater than 10% stockholders are required by SEC regulations
to
furnish the Company with copies of all such reports they file.
Based
solely upon its review of copies of such forms received by it, or on written
representations from certain reporting persons that other filings were required
for such persons, the Company believes that, during the year ended September30,2006, its executive officers, directors and 10% stockholders complied with
all
applicable Section 16(a) filing requirements.
4
Compensation
of Directors
At
present we do not pay our directors for attending meetings of our Board of
Directors, although we expect to adopt a director compensation policy in the
future. We have no standard arrangement pursuant to which our directors are
compensated for any services provided as a director or for committee
participation or special assignments.
Executive
Compensation
The
following table summarizes all compensation recorded by the Company in each
of
the last two completed fiscal years for our principal executive officer, each
other executive officer serving as such whose annual compensation exceeded
$100,000 USD and up to two individuals for whom disclosures would have been
made
in this table but for the fact that the individual was not serving as an
executive officer of our company at the end of our fiscal year. Such officers
are referred to herein as our "Named Officers."
Summary
Compensation Table
Employment
Agreements
Annual
Compensation
Awards
Payouts
Name
and
Principal
Position
Year
Salary
($)
Bonus
($)
Other
Annual
Compensation
($)
Restricted
Stock
Award
(shares)
Securities
Underlying
Options
/
SARs
(#)
(1)(2)
LTIP
Payouts
($)
All
Other
Compensation
($)
Guanglong
Li, Chairman & CEO
2006
$
22,500
None
None
None
None
None
None
2005
$
22,500
None
None
None
None
None
None
Charles
Fu, President & Directors
2006
None
None
None
None
None
None
None
2005
None
None
None
None
None
None
None
Hua
Li, Chief Operating Officer
2006
$
22,500
None
None
None
None
None
None
2005
$
22,500
None
None
None
None
None
None
Guanxin
Tang, Chief Financial Officer
2006
$
12,500
None
None
None
None
None
None
2005
$
12,500
None
None
None
None
None
None
We
have
entered into the following Employment Agreements:
5
·
Charles
Fu entered into an Executive Employment Contract with Golden Autumn
on
March 1, 2007, to serve as the Company’s President for a term of 4 years
at an annual salary of $200,000, out of which $100,00 is payable
in Cash
and $100,000 is payable in Golden Autumn shares of common stock.
The
Company’s stock is to be issued each month based on the average price of
Golden Autumn shares during that month. Mr. Fu will also be entitled
to
quarterly performance bonuses and quarterly stock options, which
are to be
determined by the Company’s Compensation Committee of the board of
Directors.
·
Guanglong
Li entered into an Executive Employment Contract with Golden Autumn
on
March 1, 2007, to serve as the Company’s Chief Executive Officer for a
term of 4 years at an annual salary of $200,000, out of which $100,00
is
payable in Cash and $100,000 is payable in Golden Autumn shares of
common
stock. The Company’s stock is to be issued each month based on the average
price of Golden Autumn shares during that month. Mr. Li will also
be
entitled to quarterly performance bonuses and quarterly stock options,
which are to be determined by the Company’s Compensation Committee of the
board of Directors.
·
Hua
Li entered into an Executive Employment Contract with Golden Autumn
on
March 1, 2007, to serve as the Company’s Chief Operation Officer for a
term of 4 years at an annual salary of $100,000, out of which $50,00
is
payable in Cash and $50,000 is payable in Golden Autumn shares of
common
stock. The Company’s stock is to be issued each month based on the average
price of Golden Autumn shares during that month. Mr. Li will also
be
entitled to quarterly performance bonuses and quarterly stock options,
which are to be determined by the Company’s Compensation Committee of the
board of Directors.
·
Guangxin
Tang entered into an Executive Employment Contract with Golden Autumn
on
March 1, 2007, to serve as the Company’s Chief Financial Officer for a
term of 4 years at an annual salary of $100,000, out of which $50,00
is
payable in Cash and $50,000 is payable in Golden Autumn shares of
common
stock. The Company’s stock is to be issued each month based on the average
price of Golden Autumn shares during that month. Mr. Tang will also
be
entitled to quarterly performance bonuses and quarterly stock options,
which are to be determined by the Company’s Compensation Committee of the
board of Directors.
Outstanding
Equity Awards at Fiscal Year-End
Our
Named
Executive Officers did not hold unexercised options or any other stock awards
as
of the end of our fiscal year ending September 30, 2006. As such, the table
has
been omitted.
6
SIGNATURES
In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
GOLDEN AUTUMN HOLDINGS, INC.
By:
/s/
Charles Fu
Charles
Fu
President
7
Dates Referenced Herein and Documents Incorporated by Reference
