Attached files
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 28, 2009
FIRST
CAPITAL CHINA CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
(State
or Other Jurisdiction of Incorporation)
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000-50818
(Commission
File Number)
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26-0744863
(IRS
Employer Identification No.)
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Room
1131, XianKeJiDian Building
BaGuaSi
Road Futian District
Shenzhen
City, China 518029
(Address
of Principal Executive Offices)
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Registrant’s
telephone number, including area code: 011-86775 23990959
ARTCRAFT
V, INC.
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box 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.):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a–12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d–2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry
into a Material Definitive Agreement.
On
December 28, 2009, our wholly-owned subsidiary, First Capital China (BVI)
Limited, a British Virgin Islands company (“BVI sub”), acquired all of the
outstanding shares of common stock of Good Honour Investment Development Limited
(the "HK Jiaxin"), a Hong Kong company, from Chen Xiao Hong, a nominee holding
such shares on behalf of our controlling shareholder, Mr. Arthur Shi, for no
consideration, pursuant to an Instrument of Transfer dated December 28,
2009.
Any
description herein regarding the terms of the Instrument of Transfer is
qualified in its entirety by reference to the Instrument of Transfer, filed as
Exhibit 2.1 to this report and incorporated by reference
herein.
Item
2.01 Completion
of Acquisition or Disposition of Assets
On
December 28, 2009, BVI sub completed the acquisition of HK Jiaxin pursuant to
the Instrument of Transfer. HK Jiaxin holds all of the equity interest in
Shanghai Jiaxin Investment Management Co., Ltd. ("SH Jiaxin"), a PRC foreign
wholly owned enterprise.
HK Jiaxin
acquired its interest in SH Jiaxin from Smart Development Investments Limited, a
BVI company and an independent third party, for no consideration. The equity
transfer was made pursuant to an Equity Transfer Agreement dated October 25,
2009, as amended, and became effective on October 30, 2009, upon the issuance of
a certificate of approval by the relevant Chinese regulatory
authorities.
SH
Jiaxin, formerly known as Shanghai Baixun Business & Trading Ltd. Co., was
established on June 29, 2007 and used to conduct its business operations through
its wholly-owned subsidiary, Shanghai Baixun Digital Company Ltd., a PRC company
(“SH Baixun Digital”). SH Jiaxin has discontinued substantially all of its
business operations since March 2008 and has disposed all of its equity interest
in SH Baixun Digital to Wang Jing An and Liu De An, independent third parties,
for no consideration. The disposition was made pursuant to an Equity Transfer
Agreement dated November 15, 2009, which became effective on the date of
execution.
SH
Jiaxin’s business license authorizes the company to engage in investment
management, investment consultation, economic information consultation,
enterprise management consultation, trading information consultation and
marketing consultation in China. As a result of the acquisition, our
organizational structure is as follows:
| First Capital China Corporation | |
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100%
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| First Capital China (BVI) Limited | |
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100%
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| Good Honour Investment Development Limited | |
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(Offshore)
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| -------------------------------------------------------------------------------- | |
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| (Onshore PRC)
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100%
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| Shanghai Jiaxin Investment Management Co., Ltd. | |
1
Item 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On
December 29, 2009, Arthur Shi replaced Li Te Xiao as our Chief Executive Officer
and Secretary. Mr. Shi will serve in such positions in 2010 or until such
time as a successor is duly appointed and qualified. Mr. Xiao will continue
to serve as our President and Chief Financial Officer, and will serve in such
positions in 2010 or until such time as a successor is duly appointed and
qualified. The replacement of Mr. Xiao as CEO and Secretary was not the result
of any disagreement over any policies (accounting or otherwise) with the
Company. There are no family relationships between Mr. Shi and Mr.
Xiao nor are there any agreements between the Company and Mr. Shi. Further,
there are no transactions involving the Company and Mr. Shi which would be
reportable, pursuant to Item 404 of Regulation S-K.
Mr.
Shi, aged 41, is currently the Legal Representative of Shanghai Jiaxin. Mr. Shi
served as the Chief Financial Officer of Hehui Investment Group for five years,
from 2004 to 2009, and was responsible for financial management, strategic
acquisitions and investment management for the investment company.
Item
5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective
December 29, 2009, we changed the name of our company from Artcraft V, Inc. to
First Capital China Corporation to better reflect our future business. The name
change was made in connection with the merger of First Capital China
Corporation, a wholly-owned subsidiary of the Company, with and into the Company
(the “Merger”).
Pursuant
to Section 253 of the Delaware General Corporation Law, the name change and the
Merger were approved by our sole director, Li Te Xiao. Neither the name change
nor the Merger required stockholder approval.
The name
change was effected by our filing of a Certificate of Ownership and Merger with
the Secretary of State of the State of Delaware on December 30, 2009. A copy of
the Certificate of Ownership and Merger, which has the effect of amending the
Company's Certificate of Incorporation, is attached hereto as Exhibit 3.1 and is
hereby incorporated herein by reference.
We
amended and restated the Bylaws of the Company and restated the Certificate of
Incorporation in order to reflect the name change, copies of which are filed as
Exhibit 3.2 and 3.3, respectively, and are hereby incorporated herein by
reference. The Amended and Restated Bylaws became effective on December 30, 2009
and the Restated Certificate of Incorporation became effective on December 31,
2009.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits.
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Exhibit
Number
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Description
|
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2.1
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Instrument
of Transfer, dated December 28, 2009.
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3.1
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Certificate
of Ownership and Merger, dated December 29, 2009, as filed with the
Secretary of State of Delaware on December 30, 2009.
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3.2
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Amended
and Restated Bylaws of First Capital China Corporation, dated December 29,
2009.
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3.3
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Restated Certificate of Incorporation of First Capital China Corporation, dated December 29, 2009, as filed with the Secretary of State of Delaware on December 31, 2009. | |
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21.1
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Subsidiaries
of the Company.
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2
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| FIRST CAPITAL CHINA CORPORATION | |||
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Date: December 31,
2009
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By:
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/s/ Li Te Xiao | |
| Name: Li Te Xiao | |||
| Title: President | |||
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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2.1
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Instrument
of Transfer, dated December 28, 2009.
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3.1
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Certificate
of Ownership and Merger, dated December 29, 2009, as filed with the
Secretary of State of Delaware on December 30, 2009.
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3.2
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Amended and Restated Bylaws of First Capital China Corporation, dated December 29, 2009. | |
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3.3
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Restated
Certificate of Incorporation of First Capital China Corporation, dated
December 29, 2009, as filed with the Secretary of State of Delaware on
December 31, 2009.
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21.1
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Subsidiaries
of the Company.
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