Attached files
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| EX-2.1 - FIRST CHINA PHARMACEUTICAL GROUP, INC. | v195125_ex2-1.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): August 23,
2010
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FIRST
CHINA PHARMACEUTICAL GROUP,
INC.
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(Exact
Name of Registrant as Specified in its Charter)
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Nevada
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333-151212
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74-3232809
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(State
or Other
Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
|
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Room
1301, 13th
Floor
CRE
Building
303
Hennessy Road
Wanchai,
Hong Kong
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(Address
of Principal Executive Office) (Zip
Code)
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Registrant's
telephone number, including area code: (425)
646-2391
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800
Bellevue Way, Suite 400, Bellevue, Washington 98004
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(Former
Name or Former Address, if Changed Since Last
Report)
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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))
Section
1 - Registrant’s Business and Operations
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Item
1.01.
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Entry
Into a Material Definitive
Agreement.
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On August
23, 2010, First China Pharmaceutical Group, Inc., a Nevada corporation (the
“Company”),
entered into a voluntary share exchange transaction with First China
Pharmaceutical Group Limited, a company organized under the laws of Hong Kong
(“FCPG HK”)
pursuant to a Share Exchange Agreement (the “Exchange Agreement”)
by and among the Company, on the one hand, and FCPG HK, Kun Ming Xin Yuan Tang
Pharmacies Co., Ltd., a company organized under the laws of the People’s
Republic of China and wholly owned subsidiary of FCPG HK (“XYT”) and Zhen Jiang
Wang, the sole shareholder of FCPG HK (the “Selling
Shareholder”), on the other hand.
Prior to
the consummation of the Exchange Transaction (as defined below), the Company is
a public reporting “shell company,” as defined in Rule 12b-2 of the Securities
Exchange Act of 1934, as amended. Following the Exchange Transaction,
the Selling Shareholder will own approximately 25% of the Company’s issued and
outstanding common stock, FCPG HK and XYT will become the Company’s wholly owned
subsidiaries, and the Company will acquire the business and operations of FCPG
HK and XYT.
The
Exchange Agreement contains customary representations, warranties, and
conditions to closing. The following description of the terms and
conditions of the Exchange Agreement and the transactions contemplated
thereunder that are material to the Company does not purport to be complete and
is qualified in its entirety by reference to the full text of the Exchange
Agreement, a copy of which is attached hereto as Exhibit 2.1 and is
incorporated by reference into this Item 1.01.
Issuance of Common
Stock. At the closing of the transactions contemplated by the
Exchange Agreement, the Company will issue 15,000,000 shares of its common stock
to the Selling Shareholder in exchange for 100% of the issued and outstanding
capital stock of FCPG HK (the “Exchange
Transaction”). Immediately prior to the Exchange Transaction,
the Company will have 45,000,000 shares of common stock issued and
outstanding. Immediately after the Exchange Transaction, the Company
will have 60,000,000 shares of common stock issued and outstanding.
Change in
Management. As a condition to closing the Exchange
Transaction, Mr. Aidan Hwuang will resign as President, Chief Financial Officer,
and Secretary of the Company, but will continue to serve on the Company’s Board
of Directors, and Mr. Roderick Macutay will resign as Director of the
Company. Prior to or upon the closing of the Exchange Transaction,
Mr. Zhen Jiang Wang, the current Executive Director of XYT, will be appointed as
Chairman of the Company’s Board of Directors and Chief Executive
Officer. In addition, Ms. Jing Gong will be appointed President, Ms.
Yi Jia Li will be appointed Chief Financial Officer, Treasurer, and Secretary,
and Mr. Yong Kang Chen will be appointed Senior Vice President, Quality
Control.
2
Section
9 - Financial Statements and Exhibits
Item
9.01. Financial
Statements and Exhibits.
(a) Financial Statements of Business
Acquired.
Not applicable.
(b)
Pro Forma Financial
Information.
Not
applicable.
(c) Shell Company
Transactions.
Not applicable.
(d) Exhibits.
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Exhibit
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Number
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Description
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2.1
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Share
Exchange Agreement, dated August 23, 2010, by and among First China
Pharmaceutical Group, Inc., First China Pharmaceutical Group Limited, Kun
Ming Xin Yuan Tang Pharmacies Co., and Zhen Jiang
Wang.
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3
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.
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Date: August
24, 2010
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FIRST
CHINA PHARMACEUTICAL GROUP,
INC.
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By:
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/s/ Aidan
Hwuang
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Aidan
Hwuang
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President
and Chief Financial Officer
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4
EXHIBIT
INDEX
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Exhibit
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Number
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Description
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2.1
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Share
Exchange Agreement, dated August 23, 2010, by and among First China
Pharmaceutical Group, Inc., First China Pharmaceutical Group Limited, Kun
Ming Xin Yuan Tang Pharmacies Co., and Zhen Jiang
Wang.
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5