Attached files
| file | filename |
|---|---|
| EX-2.1 - Guanwei Recycling Corp. | v169330_ex2-1.htm |
| EX-3.1 - Guanwei Recycling Corp. | v169330_ex3-1.htm |
| EX-14.1 - Guanwei Recycling Corp. | v169330_ex14-1.htm |
| EX-99.2 - Guanwei Recycling Corp. | v169330_ex99-2.htm |
| EX-99.1 - Guanwei Recycling Corp. | v169330_ex99-1.htm |
| EX-16.1 - Guanwei Recycling Corp. | v169330_ex16-1.htm |
| EX-99.3 - Guanwei Recycling Corp. | v169330_ex99-3.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (Date of earliest event reported): December 22, 2009 (December
16, 2009)
MD
Holdings Corp.
(Exact
name of registrant as specified in its charter)
|
Nevada
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333-149013
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(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
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Rong
Qiao Economic Zone
Fuqing
City
Fujian
Province
People’s
Republic of China
300500
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (86-591)
8539-2532
(Former
Name or Former Address if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
4.01 Changes in Registrant’s Certifying Accountant
On
December 16, 2009, the
Board of Directors of MD Holdings Corp. (the “Company”), with the
approval of the Audit Committee of the Company’s Board of Directors (the “Audit Committee”),
dismissed Webb & Company, PA (“Webb”) as the
independent auditors of the Company and engaged BDO Limited, an
Independent Registered Public Accounting Firm (“BDO”), to serve as
the Company’s independent auditors.
Webb’s
report dated February 4, 2009 on the Company’s audited financial statements for
the Company’s fiscal years ended December 31, 2008 and 2007 did not contain an
adverse opinion or a disclaimer of opinion nor was it qualified or modified as
to uncertainty, audit scope or accounting principles, except for a “going
concern” uncertainty.
During
the Company’s two most recent fiscal years and the subsequent interim period
through the date Webb was dismissed, there were no disagreements between the
Company and Webb on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to Webb’s satisfaction, would have caused Webb to make
reference to the subject matter of the disagreement in connection with its
reports.
During
the Company’s two most recent fiscal years and through the subsequent interim
period through the date Webb was dismissed, Webb did not advise the Company as
to any reportable events as set forth in Item 304(a)(1)(v)(A) through (D) of
Regulation S-K. Furthermore,
during the Company's two most recent fiscal years, and the subsequent interim
period prior to engaging BDO, the Company (nor anyone on its behalf) did not
consult BDO regarding either the application of accounting principles to a
specified transaction, either completed or proposed; or the type of audit
opinion that might be rendered on the Company’s financial statements, and
neither a written report was provided to the Company nor oral advice was
provided that BDO concluded was an important factor considered by the Company in
reaching a decision as to the accounting, auditing or financial reporting issue;
or any matter that was either the subject of a disagreement (as defined in
paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions
to this item) or a reportable event (as described in paragraph (a)(1)(v) of Item
304).
On
November 5, 2009, the Company acquired all of the capital stock of Hongkong
Chenxin International Development Limited (“Chenxin”) and assumed
the operations of Chenxin and its wholly owned subsidiary, Fuqing Guanwei
Plastic Industry Co. Ltd. (“Guanwei”) pursuant to
a share exchange transaction (the “Share Exchange”).
Guanwei is principally engaged in the production and distribution of low density
polyethylene (LDPE) and other recycled plastics products and is China’s largest
manufacturer of LDPE. Prior to the Share Exchange, BDO was the independent
accountants for Chenxin and Guanwei. The Audit Committee determined that because
the financial statements of the Company are tantamount to the financial
statements of Chenxin and Guanwei, for reasons of continuity, BDO should be
appointed as the independent accountants of the Company. For more
information about the Share Exchange, see the Company’s Current Report on Form
8-K filed on November 6, 2009.
During
the Company’s two most recent fiscal years and through the subsequent interim
period through the date Webb was dismissed, the Company has not consulted with
BDO regarding the application of accounting principles to a specified
transaction, either completed or proposed, or any of the matters or reportable
events set forth in Item 304(a)(2)(ii)(A) through (D) of Regulation S-K. In
addition, prior to the Share Exchange, neither Chenxin nor Guanwei consulted
with Webb as to any accounting or auditing matter.
The
Company has provided Webb with a copy of the disclosures it is making in
response to Item 304(a). The Company has requested and received from Webb a
letter, dated December 16, 2009, addressed to the Securities and Exchange
Commission stating whether Webb agrees with the above statements. A copy of
the letter is attached hereto as Exhibit
16.1.
Item
5.03 Amendments to Articles
of Incorporation or Bylaws; Change in Fiscal Year.
On
December 16, 2009, the Company changed its name to Guanwei Recycling Corp.
Pursuant to Articles of Merger filed by the Company with the Secretary of State
of the State of Nevada, the Company’s newly formed and wholly owned subsidiary,
Guanwei Recycling Corp., a Nevada corporation, merged with and into the Company
(the “Merger”).
Upon the effectiveness of the Merger, the name of the Company was changed to
Guanwei Recycling Corp. in accordance with Nevada Revised Statutes §92A.180. The
Plan of Merger and Articles of Merger are attached hereto as Exhibits 2.1 and
3.1,
respectively.
The
Company has submitted an application with FINRA for a change in the Company’s
ticker symbol on the OTC Bulletin Board, but a new symbol has not yet been
issued. The CUSIP number for the Company’s common stock, par value $0.001 per
share, has been changed to 400685 103.
The
Company effected the name change to better reflect the nature of its new
business operations following the Share Exchange. For more information about the
Share Exchange, see the Company’s Current Report on Form 8-K filed on November
6, 2009.
Item
8.01 Other
Events.
On
December 4, 2009, the Company’s Board of Directors adopted a Code of Business
Conduct and Ethics (the “Code of Ethics”) that
applies to all directors, officers and employees of the Company, approved and
authorized the establishment of Audit, Compensation and Corporate Governance and
Nominating Committees, and approved and authorized the adoption of the charter
documents for each committee.
The Audit
Committee consists of Howard S. Barth (Chair), Wang Rui and Wang Changzhu, each
of whom is an independent director. The Compensation Committee consists of Qin
Jingshou (Chair), Chen Min and You Jianli. The Corporate Governance and
Nominating Committee consists of Wang Rui (Chair), Chen Qijie and Gao
Juguang.
The Code
of Ethics and each of the charters for the Audit, Compensation, and Corporate
Governance and Nominating Committees are attached hereto as Exhibits 14, 99.1, 99.2, and 99.3,
respectively.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
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Number
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Exhibit Title or
Description
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2.1
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Plan
of Merger, adopted by the board of directors of the Company on December 4,
2009.
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3.1
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Articles
of Merger, filed with the Secretary of State of the State of Nevada on
December 16, 2009.
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14.1
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Code
of Business Conduct and Ethics.
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16.1
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Letter
from Webb & Company, PA, dated December 16, 2009.
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99.1
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Audit
Committee Charter.
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99.2
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Compensation
Committee Charter.
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99.3
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Corporate
Governance and Nominating Committee Charter.
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SIGNATURE
PAGE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date:
December 22, 2009
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MD
HOLDINGS CORP.
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By:
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/s/
Chen Min
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Chen
Min
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Title:
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Chief
Executive Officer and
Chairman
of the Board of
Directors
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