SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant |X|
Filed by a party other than the Registrant |_|
Check the appropriate box:
|X| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-12
GOLDEN DRAGON HOLDING CO.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
_X_ No fee required
___ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(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 fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
___ Fee paid previously with preliminary materials.
___ Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
NOTICE OF
SPECIAL MEETING OF STOCKHOLDERS
AND PROXY STATEMENT
Date: October ___, 2014
Time: 10:00 a.m., Eastern Standard Time
Place: 1 Collins Drive
Salem Business Center
Carneys Point, NJ 08069-3640
(720) 939-1133
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GOLDEN DRAGON HOLDING CO.
1 Collins Drive
Salem Business Center
Carneys Point, NJ 08069-3640
(720) 939-1133
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD
OCTOBER __, 2014
Dear Stockholder of Golden Dragon Holding Co.:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the "Meeting") of
Golden Dragon Holding Co., a Delaware corporation (the "Company"), will be held
at the offices of the Company located at 1 Collins Drive, Salem Business Center,
Carneys Point, NJ 08069-3640, on October __, 2014, at 10:00 a.m., Eastern
Standard Time, for the following purposes:
1. To authorize the Company to change the name to CannaPharmaRX, Inc.
This action will become effective upon the filing of an amendment to our
Articles of Incorporation with the Secretary of State of Delaware.
All shareholders are invited to attend the special Meeting. Shareholders of
record at the close of business on ______________, 2014, the record date, fixed
by the Board of Directors, are entitled to notice of and to vote at the meeting.
A complete list of shareholders entitled to notice of and to vote at the meeting
will be open for examination by shareholder beginning 10 days prior to the
meeting for any purpose germane to the meeting during normal business hours at
the offices of the Company, 1 Collins Drive, Salem Business Center, Carneys
Point, NJ 08069-3640.
YOUR VOTE IS IMPORTANT
YOU ARE CORDIALLY INVITED TO ATTEND THE SPECIAL MEETING. HOWEVER, TO ENSURE THAT
YOUR SHARES ARE REPRESENTED AT THE MEETING, PLEASE SUBMIT YOUR PROXY OR VOTING
INSTRUCTIONS (1) OVER THE INTERNET OR (2) BY MAIL. FOR SPECIFIC INSTRUCTIONS
REGARDING HOW TO VOTE, PLEASE REFER TO PAGE 4 OF THIS PROXY STATEMENT OR THE
INSTRUCTIONS ON THE PROXY AND VOTING INSTRUCTION CARD. SUBMITTING A PROXY OR
VOTING INSTRUCTIONS WILL NOT PREVENT YOU FROM ATTENDING THE SPECIAL MEETING AND
VOTING IN PERSON, IF YOU SO DESIRE, BUT WILL HELP US SECURE A QUORUM AND REDUCE
THE EXPENSE OF ADDITIONAL PROXY SOLICITATION.
Dated: ________________, 2014 By order of the Board of Directors,
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Gerry Crocker, CEO
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PROXY STATEMENT
GOLDEN DRAGON HOLDING CO.
1 Collins Drive
Salem Business Center
Carneys Point, NJ 08069-3640
(720) 939-1133
SPECIAL MEETING
OF
SHAREHOLDERS TO BE HELD
OCTOBER __, 2014
Important notice regarding the availability of proxy materials for
the special stockholder meeting to be held
on October __, 2014. The proxy statement and
annual report to security holders are available
at:
http://www.proxyvote.com
SOLICITATION AND REVOCABILITY OF PROXY
This proxy statement ("Proxy Statement") and the accompanying proxy ("Proxy") is
furnished in connection with the solicitation by the Board of Directors (the
"Board") of Golden Dragon Holding Co., a Delaware corporation (the "Company"),
for use at a Special Meeting of Shareholders (the "Special Meeting") to be held
at the offices of the Company at 1 Collins Drive, Salem Business Center, Carneys
Point, NJ 08069-3640 on October __, 2014 at 10:00 a.m., Eastern Standard Time,
and for any postponement or adjournment thereof, for the purposes set forth in
the accompanying Notice of Special Meeting of Shareholders.
The Company will bear the cost of solicitation of proxies. In addition to the
solicitation of proxies by mail, certain officers, agents and employees of the
Company, without extra remuneration, may also solicit proxies personally by
telephone, telefax or other means of communication. In addition to mailing
copies of this material to shareholders, the Company may request persons, and
reimburse them for their expenses in connection therewith, who hold stock in
their names or custody or in the names of nominees for others, to forward such
material to those persons for whom they hold stock of the Company and to request
their authority for execution of the proxies.
A shareholder who has given a Proxy may revoke it at any time prior to its
exercise by giving written notice of such revocation to the Secretary of the
Company, executing and delivering to the Company a letter dated Proxy reflecting
contrary instructions or appearing at the Special Meeting and voting in person.
The mailing address of the Company's principal executive office is 1 Collins
Drive, Salem Business Center, Carneys Point, NJ 08069-3640.
SHARES OUTSTANDING, VOTING RIGHTS AND PROXIES
Holders of shares of the Company's common stock, (the "Common Stock") of record
at the close of business on ________________, 2014 (the "Record Date") are
entitled to vote at the Special Meeting or any postponement or adjournment
thereof. On the Record Date there were issued and outstanding 17,504,407 shares
of Common Stock. Each outstanding share of Common Stock is entitled to one vote.
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You can vote at the Special Meeting in any of the following ways.
o You can attend the Special Meeting and vote in person.
o You can sign and return an appointment of proxy (proxy card) in the form
enclosed with this proxy statement and appoint the persons named on the
proxy card to vote your shares for you at the meeting, or you can validly
appoint another person to vote your shares for you.
o You can appoint the Proxies to vote your shares for you by going to our
Internet website (HTTP://WWW.PROXYVOTE.COM) and entering the 12-Digit
Control Number on the Notice of Internet Availability of Proxy Materials
you received in the mail, and then following the instructions you will be
given. You may vote by Internet until 11:59 p.m. Eastern Standard Time on
October ___, 2014, which is the day before the Special Meeting date. If
you vote by Internet, you need not sign and return a proxy card. You will
be appointing the Proxies to vote your shares on the same terms and with
the same authority as if you marked, signed and returned a proxy card.
The authority you will be giving the Proxies is described below and in
the proxy card enclosed with this proxy statement.
The holders of a majority of the outstanding shares of the Company entitled to
vote on the matters proposed herein, present in person or by Proxy, shall
constitute a quorum at the Special Meeting. The approval of a majority of the
outstanding shares of Common Stock present in person or represented by Proxy,
assuming a quorum at the Special Meeting, is required for the adoption of the
matters proposed herein.
The form of Proxy solicited by the Board affords shareholders the ability to
specify a choice among approval of, disapproval of, or abstention with respect
to, each matter to be acted upon at the Special Meeting. Shares of Common Stock
represented by the Proxy will be voted, except as to matters with respect to
which authority to vote is specifically withheld. Where the solicited
shareholder indicates a choice on the form of Proxy with respect to any matter
to be acted upon, the shares will be voted as specified. Abstentions and broker
non-votes will not have the effect of votes in opposition to a director or
"against" any other proposal to be considered at the Special Meeting.
The person named as proxy is Gerry Crocker, CEO. All shares of Common Stock
represented by properly executed proxies which are returned and not revoked will
be voted in accordance with the instructions, if any, given therein. If no
instructions are provided in a Proxy, the shares of Common Stock represented by
your Proxy will be voted FOR the approval of all Proposals at the Special
Meeting.
INFORMATION RELATING TO VARIOUS PROPOSALS
PROPOSAL #1
TO AUTHORIZE THE COMPANY TO CHANGE THE NAME TO CANNAPHARMARX, INC. THIS ACTION
WILL BECOME EFFECTIVE UPON THE FILING OF AN AMENDMENT TO OUR CERTIFICATE OF
INCORPORATION WITH THE SECRETARY OF STATE OF DELAWARE.
The proposed change of Company's name from Golden Dragon Holding Co. to
CannaPharmaRX, Inc. is intended to convey a sense of the Company's new business
focus. Specifically, a business that is dedicated to advancing endocannabinoid
science, research, discovery, and the manufacturing and distribution of
pharmaceutical grade medications.
Approval of the name change required the affirmative consent of at least a
majority of the outstanding shares of common stock of the Company. The Majority
Shareholder, CannaPharmaRX, Inc., a Colorado corporation, holding a total of
10,421,120 shares of common stock (59.5%) has already approved this action.
Upon filing of the Certificate of Amendment to the Certificate of Incorporation
with the Delaware Secretary of State, the name change will be effective. A
sample of the Certificate of Amendment is attached as Exhibit "A".
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE AUTHORIZATION TO CHANGE THE
COMPANY NAME TO CANNAPHARMARX, INC.
In the event that the ballot is left blank for a proposal, it will be deemed a
"Yes" vote.
FINANCIAL AND OTHER INFORMATION
Reference is made to the financial statements and other information included in
the Company's Annual Report on Form 10-K for the period ended December 31, 2013
(as filed with the Securities and Exchange Commission on May 19, 2014 and can be
viewed at www.sec.gov), which is incorporated herein by reference. Upon Request,
the Company undertakes to provide to you, without charge, upon a written or oral
request by you and by first class mail or other equally prompt means within one
business day of receipt of such request, a copy of such report. Written requests
for such report should be addressed to the offices of Golden Dragon Holding Co.,
1 Collins Drive, Salem Business Center, Carneys Point, NJ 08069-3640. The Annual
Report can also be viewed at www.proxyvote.com.
OTHER MATTERS
The Board is not aware of any other matter other than those set forth in this
Proxy Statement that will be presented for action at the Special Meeting. If
other matters properly come before the Special Meeting, the persons named as
proxies intend to vote the shares they represent in accordance with their best
judgment in the interest of the Company.
Dated: ___________, 2014 By order of the Board of Directors,
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Gerry Crocker, CEO
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BALLOT
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GOLDEN DRAGON HOLDING CO.
1 Collins Drive
Salem Business Center
Carneys Point, NJ 08069-3640
(720) 939-1133
PROXY FOR SPECIAL MEETING OF STOCKHOLDERS, OCTOBER __, 2014
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY
MATERIALS FOR THE SPECIAL MEETING: The Notice and Proxy
Statement and the Annual Report on Form 10-K are available at
www.proxyvote.com.
The undersigned hereby appoints Gerry Crocker, CEO, proxy, with full power of
substitution, for and in the name or names of the undersigned, to vote all
shares of Common Stock of Golden Dragon Holding Co. held of record by the
undersigned at the Special Meeting of Stockholders to be held at the offices of
the Company, 1 Collins Drive, Salem Business Center, Carneys Point, NJ
08069-3640, at 10:00 a.m., Eastern Standard Time, and at any adjournment
thereof, upon the matters described in the accompanying Notice of Special
Meeting and Proxy Statement, receipt of which is hereby acknowledged, and upon
any other business that may properly come before, and matters incident to the
conduct of, the meeting or any adjournment thereof. Said person is directed to
vote on the matters described in the Notice of Special Meeting and Proxy
Statement as follows, and otherwise in their discretion upon such other business
as may properly come before, and matters incident to the conduct of, the meeting
and any adjournment thereof.
PROXIES ARE BEING SOLICITED BY THE BOARD OF DIRECTORS.
WE ARE ASKING YOU FOR A PROXY AND YOU ARE REQUESTED TO SEND US A PROXY.
BY INTERNET - WWW.PROXYVOTE.COM
Use the Internet to transmit your proxy and/or voting instructions and for
electronic delivery of information. Have your proxy and voting instruction card
in hand when you access the web site and follow the instructions to obtain your
records and to create an electronic proxy and voting instruction form. Please
see the reverse side of this card for information regarding specific voting
deadlines.
ELECTRONIC DELIVERY OF FUTURE STOCKHOLDER COMMUNICATIONS
If you would like to reduce the costs incurred by Golden Dragon Holding Co. in
mailing proxy materials, you can consent to receiving all future proxy
statements, proxy cards and annual reports electronically via e-mail or the
Internet. To sign up for electronic delivery, please follow the instructions
above to vote using the Internet and, when prompted, indicate that you agree to
receive or access stockholder communications electronically in future years.
BY MAIL
Mark, sign and date your proxy and voting instruction card and return it to 1
Collins Drive, Salem Business Center, Carneys Point, NJ 08069-3640.
CONTROL NUMBER: ________________________
THIS PROXY AND VOTING INSTRUCTION CARD IS VALID ONLY WHEN SIGNED AND DATED.
1. To authorize the Company to change the name to CannaPharmaRX, Inc. This
requires an amendment to our Certificate of Incorporation with the Secretary of
State of Delaware.
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[_] FOR [_] AGAINST [_] ABSTAIN
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YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT YOU
PLAN TO ATTEND THE SPECIAL MEETING, PLEASE SIGN AND RETURN THIS PROXY CARD
PROMPTLY TO GOLDEN DRAGON HOLDING CO., 1 COLLINS DRIVE, SALEM BUSINESS CENTER,
CARNEYS POINT, NJ 08069-3640.
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS INDICATED, WILL BE
VOTED "FOR" THE STATED PROPOSAL.
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Number of Shares owned Signature of Stockholder
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Printed Name
Dated:_______________, 2014
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Signature if held jointly
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Printed Name
IMPORTANT: If shares are jointly owned, both owners should sign. If signing as
attorney, executor, administrator, trustee, guardian or other person signing in
a representative capacity, please give your full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
EXHIBIT "A"
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
The corporation organized and exiting under and by virtue of the General
Corporation Law of the State of Delaware does hereby certify:
FIRST: That at a meeting of the Board of Directors of Golden Dragon Holding Co.
resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of said corporation, declaring said amendment to be
advisable and calling a meeting of the stockholders of said corporation for
consideration thereof. The resolution setting forth the proposed amendment is as
follows:
RESOLVED, that the Certificate of Incorporation of this corporation be amended
by changing the Article thereof numbered "I" so that, as amended, said Article
shall be and read as follows:
THE NAME OF THE CORPORATION IS CANNAPHARMARX, INC.
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a
special meeting of the stockholders of said corporation was duly called and held
upon notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware at which meeting the necessary number of shares as required by
statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed
this _______ day of ________________, 2014.
By:
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Authorized Officer
Title:
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Name:
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