Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT 10.1 - HONG KONG WINALITE GROUP, INC. | ex10-1.htm |
| EX-10.2 - EXHIBIT 10.2 - HONG KONG WINALITE GROUP, INC. | ex10-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): February 24, 2010 (November 9,
2009)
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HONG
KONG WINALITE GROUP, INC.
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(Exact name
of registrant as specified in its
charter)
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NEVADA
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333-83375
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87-0575571
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(State or
other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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1204-06,
12/F
Wai
Fung Plaza, 664 Nathan Road,
Mongkok,
Kowloon, Hong Kong
(Address of
principal executive offices, Zip Code)
(852)
2388-3928
(Registrant’s
telephone number, including area code)
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:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry into a Material Definitive Agreement.
Master
Purchase and Supply Agreement
On October 31,
2009, The Hong Kong Winalite Group Limited, a Hong Kong company (“Winalite”), a
wholly-owned subsidiary of Hong Kong Winalite Group, Inc. (the “Company”),
entered into a Master Purchase and Supply Agreement (the “MPSA”) with Shen Zhen
Xian Sheng Science and Technology Development Co., Ltd. (the
“Manufacturer”). Pursuant to the MPSA, Winalite will purchase certain
products from the Manufacturer, including sanitary pads and pantiliners, as
described in the MPSA (the “Products”), on an open account basis pursuant to
separate purchase orders (the “Purchase Orders”) and will resell the Products to
certain distributors as more particularly described below.
The prices for
the Products are set by the MPSA and may only be changed by written agreement of
the parties. Pursuant to the MPSA, payment terms will be ninety (90) days net
upon invoice by the Manufacturer, unless otherwise specified in the applicable
Purchase Order. The form and content of the Purchase Orders, including any terms
and conditions appearing on or attached to the Purchase Orders, will be
determined in the sole discretion of Winalite; provided, however, that the
Manufacturer will have five (5) days from receipt of any Purchase Order to
object in writing to any change to the commercial terms thereof. The
minimum agreed period between Winalite’s delivery of a Purchase Order and the
scheduled delivery date will be no less than thirty (30) days unless a longer
period is stated in the Purchase Order or a shorter period is agreed to in
writing between the parties. If the Manufacturer is more than fifteen
(15) days late in meeting a scheduled delivery date, then Winalite may require
that the Manufacturer ship the Products via a premium means at the
Manufacturer’s expense.
With the
exception of the People's Republic of China market, the Manufacturer has agreed
to supply exclusively to Winalite and, unless approved in advance in writing by
Winalite, has agreed not to manufacture or sell the Products, any functionally
equivalent products, or any products employing or incorporating any patented or
proprietary technology used in the production of the Products to any other
person.
Pursuant to the
MPSA, the Manufacturer transferred to Winalite all right, title and interest it
may have in and to the word “Winalite,” including without limitation any
trademark, trade name, or copyright to that word and any representation or
design incorporating that word (collectively, the “Winalite Brand”) and Winalite
granted to the Manufacturer during the term of the MPSA a royalty-free license
to use the Winalite Brand only in connection with the manufacturing and sale to
Winalite of the Products. Furthermore, the Manufacturer also granted
to Winalite a world-wide, royalty-free license during the term of the MPSA to
use any patents, copyrights, trademarks, trade names or other intellectual
property which is owned or to which Manufacturer has rights, solely for the
purposes of marketing, selling and distributing the Products.
The MPSA has an
indefinite term but may be terminated upon six months’ notice by either party or
upon specified events, such as the insolvency of either party.
The foregoing
description of the MPSA is not complete and is subject to and qualified in its
entirety by reference to the MPSA, a copy of which is attached as Exhibit 10.1
and is incorporated herein by reference.
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On November 9,
2009, Mr. Jian Quan Li, the Chief Financial Officer of Hong Kong Winalite Group,
Inc. (the “Company”) resigned from his position as the Chief Financial Officer
of the Company for personal reasons. Also on November 9, 2009, the
Company’s Board of Directors appointed Mr. Ge Wen to serve as Director and Chief
Financial Officer, effective on the date thereof.
Mr. Wen, age 42,
has 20 years of financial management experience, especially in financial
management, enterprise planning, company strategy setting, and fund procurement
and use. Mr. Wen also has a background in auditing, risk control and
financial accounting. Before joining the Company, Mr. Wen served as
the financial director of Global Finance Center and the secretary of the Board
of Directors of the Tiens Group USA Inc. from June 2007 to November
2009. From April 2006 to May 2007, Mr. Wen was the Director of
Accounting and Planning in the Shanghai region for China Vanke Company Limited,
a large real estate development company in China. From March 2000 to
April 2006, Mr. Wen was financial controller of TD Asset Management Inc., an
investment management firm. Mr. Wen also worked from November 1990 to
July 1993 as the accounting manager in the Commercial Bank of Hong Kong and as a
manager in Deloitte Touche Tohmatsu’s Shenzhen office from September 1993 to
October 1996. Mr. Wen obtained a Bachelor’s degree in Accounting from
Jiangxi Financial University and a Master of Science in Accounting from the
University of St. Thomas in the United States. Mr. Wen is a certified
public accountant in China.
Mr. Wen’s monthly
salary will be HKD15,000. Following confirmation of Mr. Wen’s
employment after a one-month probationary period, Mr. Wen’s employment with the
Company may be terminated with one month’s prior written notice. Mr.
Wen has agreed not to engage in the conduct of any business other than the
Company’s business without the Company’s prior written consent. In
addition, Mr. Wen has agreed not to: (i) associate in the business of the
Company’s distributors; (ii) hold multi-level marketing distributorship with the
Company; or (iii) act as an advisor for any other multi-level marketing
companies. A copy of Mr. Wen’s agreement with the Company is attached
hereto, and incorporated by reference into this Current Report on Form 8-K as
Exhibit 10.2.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
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Number
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Exhibit
Description
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10.1
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Master
Purchase and Supply Agreement, dated as of October 31, 2009, between The
Hong Kong Winalite Group Limited and Shen Zhen Xian Sheng Science and
Technology Development Co., Ltd.
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10.2
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Employment
Agreement, dated November 9, 2009, between the Company and Ge
Wen.
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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 thereunto
duly authorized.
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HONG KONG
WINALITE GROUP, INC.
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By: /s/ Jingjun
Hu
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Date: February
24, 2010
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Name: Jingjun
Hu
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Title: Chairman
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