UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Rule 14f-1
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Report of Change in Majority of Directors
Information Statement Pursuant to Section 14(f) of the Securities Exchange Act
of 1934 and Rule 14f-1 Thereunder
CAMDEN MINES LIMITED
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(Name of Registrant as Specified In Its Charter)
Commission File Number: 000-33195
CAMDEN MINES LIMITED
1040 W. Georgia St., Suite 1160
Vancouver, B.C. Canada V6E 4H1
(604) 605-0885
Incorporated in the Employer Identification
State of Nevada No. 88-0437644
INFORMATION STATEMENT PURSUANT TO
SECTION 14(f) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER
NO VOTE OR OTHER ACTION BY THE SHAREHOLDERS OF
CAMDEN MINES LIMITED IS REQUIRED IN RESPONSE TO THIS
INFORMATION STATEMENT. PROXIES ARE NOT BEING SOLICITED.
GENERAL
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This Information Statement is being mailed on or about August 24, 2004 to the
holders of shares of common stock, par value $0.00001 (the "Common Stock") of
Camden Mines Limited ("Camden"). You are receiving this Information Statement in
connection with the proposed appointment of new members to a majority of seats
on Camden's Board of Directors (the "Board").
On July 16, 2004, Mr. Xianping Wang, Mr. Sergei Stetsenko and Mr. Hugh Grenfal
entered into a stock purchase agreement (the "Stock Purchase Agreement") whereby
Mr. Wang acquired in aggregate 45,000,000 (post-dividend on a basis of two
additional shares for each outstanding share which was effective July 29, 2004)
shares of Common Stock of Camden from Mr. Stetsenko and Mr. Grenfal at $0.0011
per share for a total of purchase price of $50,000.
The Stock Purchase Agreement closed on August 5, 2004. Mr. Xianping Wang now
directly owns 45,000,000 shares of Common Stock of Camden which constitutes
approximately 73.70% of the issued and outstanding capital stock of Camden. In
addition, Mr. Wang was appointed a director of Camden on August 5, 2004.
This Information Statement is being furnished to provide you with certain
information concerning the anticipated change in the majority of the members of
Camden's Board.
In accordance with the Stock Purchase Agreement, Mr. Sergei Stetsenko and Mr.
Hugh Grenfal were to resign as officers and directors of Camden at closing and
Mr. Xianping Wang and Mr. Henry Jung were to be appointed as directors of
Camden. Shortly thereafter, Mr. Wang and Mr. Jung intend to appoint Mr. Reg
Handford, Mr. Peter Shandro and Mr. Edward Wong as additional directors of
Camden. However, the resignations and appointments of the above named
individuals cannot take place until at least 10 days after this Information
Statement has been filed with the Securities and Exchange Commission and
transmitted to all holders of record of securities of Camden who would be
entitled to vote at a meeting for election of directors.
It is anticipated that the newly constituted Board will then appoint Mr.
Xianping Wang as President and CEO of Camden, Mr. Henry Jung as CFO of Camden
and Mr. Reg Handford as Secretary and Treasurer of Camden.
Please read this Information Statement carefully. It contains biographical and
other information concerning the executive officers and directors. All Camden
filings, and exhibits thereto, may be inspected without charge at the public
reference section of the SEC at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Copies of this material also may be obtained from the
SEC at prescribed rates. The SEC also maintains a website that contains reports,
proxy and information statements and other information regarding public
companies that file reports with the SEC. Copies of Camden filings may be
obtained from the SEC's website at http://www.sec.gov.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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The following table sets forth certain information, as of August 23, 2004,
regarding beneficial ownership of Common Stock by (i) each person known by
Camden (based on publicly available filings with the SEC) to be the beneficial
owner of more than 5% of the outstanding shares of its Common Stock, (ii) each
current director, nominee and executive officer of Camden and (iii) all current
officers and directors as a group. The information is determined in accordance
with Rule 13d-3 promulgated under the Exchange Act based upon information
furnished by the persons listed or contained in filings made by them with the
SEC. Except as otherwise indicated below, the shareholders listed possess sole
voting and investment power with respect to their shares.
As of the date of this Information Statement, there are 61,056,375 shares of
Common Stock issued and outstanding.
Name and Address Amount and Nature Percent of
of Beneficial Owner Position of Beneficial Ownership Common Stock
- ------------------- -------- ----------------------- ------------
Hugh Grenfal President, Treasurer and Nil 0%
Kogl 1, St. Georgen im Director
Attergau, Austria A-4880
Sergei Stetsenko Secretary and Director Nil 0%
c/o 704 - 1155 Beach Ave.
Vancouver, B.C., Canada
V6E 1V2
Xinaping Wang Director 45,000,000 shares 73.70%
B-26F Oriental Kenzo, No. 48, which are directly
Dongshimenwai, Dongcheng owned
District, Beijing, China
100027
All current officers and 45,000,000 73.70%
directors as a group
<FN>
Notes:
(*) Beneficial ownership of Common Stock has been determined for this
purpose in accordance with Rule 13d-3 under the Exchange Act, under
which a person is deemed to be the beneficial owner of securities if
such person has or shares voting power or investment power with
respect to such securities, has the right to acquire beneficial
ownership within 60 days.
</FN>
DIRECTORS AND EXECUTIVE OFFICERS
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The following sets forth information regarding Camden's proposed executive
officers and directors.
Name of Nominee Age Principal Occupation During the Last 5 Years
--------------- --- --------------------------------------------
Xianping Wang, 44 Mr. Xianping Wang has been a director of
President, CEO and Director Camden since August 5, 2004. Mr. Wang is the
President of Asia-Durable (Beijing)
Investments Co., Ltd., which is a company
that has successfully invested in
construction and development projects as
well as biotechnology research. From 1997 to
2002, Mr. Wang was the President of Beijing
New Fortune Investment Co., Ltd., which is a
company that has invested in real estate and
other profitable projects such as Chongqing
Wanli Storage Battery Co., Ltd. and Shenzhen
Technology Co., Ltd. Mr. Wang helped
Chongqing Wanli Storage Battery Co., Ltd.
and Shenzhen Technology Co., Ltd. to become
publicly listed companies on Chinese stock
markets in Shanghai and Shenzhen. Mr. Wang
received a Engineer Bachelor Degree from
Navy Engineering Institute in 1978 and an
Economy Master Degree from Tsinghua
University in 1990.
Henry Jung, 53 Mr. Henry Jung is as a self employed
CFO and Director Chartered Accountant engaged by various
public and private companies to assist them
in a controllership and financial advisory
capacity. These services include preparation
of financial budgets and forecasts in
addition to management of operating budgets
and overseeing project programs
Reg Handford, 58 Mr. Reg Handford has been a self employed
Secretary, Treasurer and business consultant providing management,
Director corporate relations and compliance services
to public and private companies since 2001.
From 1999 to 2001 Mr. Handford was an
editing and marketing person for ChinaWeb a
subsidiary of Stock Exchange Executive
Council, a quasi-governmental organization
that is changed with disseminating news,
information and quotes from China's stock
markets both domestically and
internationally. From 1998 to 1999 Mr.
Handford was a pro trader at Levesque
Securities Ltd. located in Vancouver,
Canada. In addition, Mr. Handford has 17
years experience as a stock broker in
Vancouver, Canada, and 10 years of personal
investing experience as well as management
positions in publicly traded companies, both
in mining and in technology.
Peter Shandro, 60 Mr. Peter Shandro is a self employed
Director business consultant. From 1999 to 2003 he
was the CEO of XML Global Technologies, Inc.
a software development company focused on
data transformation and web-based
transactional solutions. Mr. Shandro has
business development, corporate finance,
public offering and strategic planning
experience in manufacturing, distribution,
retail, medical devices, software
development, transportation and oil and gas
exploration, both as a principal and
consultant through Wes-Sport Holdings Ltd, a
company he founded in 1981.
Edward Wong, 38 Mr. Edward Wong is a self employed trial
Director lawyer who appears at all levels of court in
the Province of British Columbia, Canada on
civil litigation matters including
commercial, employment, trademark and family
matters. From 1996 to 2003, Mr. Wong was a
director of Junior Achievement of British
Columbia, including a term as chairman. Mr.
Wong is a past member of the executive
committee of Junior Achievement of Canada.
As of the date of this Statement no current or proposed director or executive
officer of Camden is or has been involved in any legal proceeding concerning:
(i) any bankruptcy petition filed by or against any business of which such
person was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that time; (ii) any conviction in a
criminal proceeding or being subject to a pending criminal proceeding (excluding
traffic violations and other minor offenses) within the past five years; (iii)
being subject to any order, judgment or decree permanently or temporarily
enjoining, barring, suspending or otherwise limiting involvement in any type of
business, securities or banking activity; or (iv) being found by a court, the
Securities and Exchange Commission or the Commodity Futures Trading Commission
to have violated a federal or state securities or commodities law (and the
judgment has not been reversed, suspended or vacated).
EXECUTIVE COMPENSATION
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The following table sets out the compensation received by the President and
Chief Executive Officer of Camden for the last three fiscal years ended June 30,
2004. Camden did not have any other highly compensated executive officers with
annual salary and bonus in excess of $100,000 per year.
Other Restricted Shares or
Name and Annual Securities Under Restricted Share
Principal Position Year Salary Bonus Compensation Options Granted Units
- ------------------ ----- -------- --------- ------------ ---------------- --------------------
Hugh Grenfal (1) 2004 -- -- -- -- --
President, CEO and 2003 -- -- -- -- --
Director 2002 -- -- -- -- --
No long term incentive plan awards were made to any executive officer during the
fiscal year ended June 30, 2004.
Option/SAR Grants in Last Fiscal Year
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No individual grants of stock options, whether or not in tandem with stock
appreciation rights ("SARs") and freestanding SARs have been made to any
executive officer or any director since our inception, accordingly, no stock
options have been exercised by any of the officers or directors in fiscal 2004.
There were no formal arrangements under which directors were compensated by
Camden during the most recently completed fiscal year for their services solely
as directors.
BOARD OF DIRECTORS
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Each director holds office until the next annual meeting of shareholders, and
until his successor is elected and qualified. The bylaws permit the Board of
Directors to fill any vacancy and the new director may serve until the next
annual meeting of shareholders and until his successor is elected and qualified.
Officers are elected by the Board of Directors and their terms of office are at
the discretion of the Board. There are no family relations among any current or
proposed officers or directors of Camden.
AUDIT COMMITTEE
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As of the date of this Statement, our audit committee consisted of the following
directors:
Hugh Grenfal
Sergei Stetsenko
None of the directors on the audit committee are deemed independent. Each member
on the current audit committee also hold positions as our officers. Our audit
committee is responsible for: (i) selection and oversight of our independent
accountant; (ii) establishing procedures for the receipt, retention and
treatment of complaints regarding accounting, internal controls and auditing
matters; (iii) establishing procedures for the confidential, anonymous
submission by our employees of concerns regarding accounting and auditing
matters; (iv) engaging outside advisors; and (v) funding for the outside
auditory and any outside advisors engagement by the audit committee.
It is anticipated that the newly constituted Board will appoint Mr. Henry Jung,
Mr. Peter Shandro and Mr. Edward Wong to the audit committee upon the
resignation of Mr. Hugh Grenfal and Mr. Sergei Stetsenko, which is anticipated
to result in there being a majority of disinterested directors on the audit
committee.
AUDIT FEES
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During the fiscal year ended June 30, 2004, Camden expects to incur
approximately $3,500.00 in fees to its principal independent accountant for
professional services rendered in connection with audit of Camden's financial
statements for fiscal year ended June 30, 2004 and for the review of Camden's
financial statements for the fiscal quarters ended March 31, 2004, December 31,
2003 and September 30, 2003.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
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During fiscal year ended June 30, 2004, Camden did not incur any fees for
professional services rendered by its principal independent accountant for
certain information technology services which may include, but is not limited
to, operating or supervising or managing Camden's information or local area
network or designing or implementing a hardware or software system that
aggregate source data underlying the financial statements.
ALL OTHER FEES
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Camden did not incur any other audit related fees for advice from its principal
independent accountant during the fiscal year ended June 30, 2004.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
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Section 16(a) of the Exchange Act, as amended, requires Camden's executive
officers, directors and persons who beneficially own more than 10% of Camden's
Common Stock to file reports of their beneficial ownership and changes in
ownership (Forms 3, 4 and 5, and any amendment thereto) with the SEC. Executive
officers, directors, and greater-than-ten percent holders are required to
furnish Camden with copies of all Section 16(a) forms they file.
Based solely upon a review of the Forms 3, 4, and 5 furnished to Camden for the
fiscal year ended June 30, 2004, Camden has determined that its directors,
officers, and greater than 10% beneficial owners complied with all applicable
Section 16 filing requirements, except as described below.
Mr. Xianping Wang, failed to timely file his initial Form 3 relating to his
acquisition of 45,000,000 shares of Common Stock in aggregate from Mr. Hugh
Grenfal and Mr. Sergei Stetsenko on August 5, 2004, due to problems with
attempting to apply for and receive EDGAR codes. Mr. Wang filed his Form 3 on
August 12, 2004.
DATED: August 23, 2004
Camden Mines Limited
/s/ Hugh Grenfal
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Hugh Grenfal, President
and Director