Attached files
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| EX-10.1 - MAN SHING AGRICULTURAL HOLDINGS, INC | v196794_ex10-1.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): September 13, 2010
MAN SHING AGRICULTURAL HOLDINGS,
INC.
(Exact
Name of Registrant as Specified in Charter)
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Nevada
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000-53146
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98-0660577
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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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Unit
1005, 10/F, Tower B
Hunghom
Commercial Centre
37 Ma Tau
Wai Road, Hunghom
Kowloon, Hong
Kong
(Registrant’s
Address)
Registrant’s telephone number, including area
code: (86)
536-4644888
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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 DFR
240.14a-12)
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o
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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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o
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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
September 13, 2010, Man Shing Agricultural Holdings, Inc. (the “Company” or the
“Registrant”) entered into securities purchase agreements (each an
“Agreement” and together the “Agreements”) with each of International Investment
(Hong Kong) Trading Group Company Limited (“International Investment”), Liu Ling
Ling, Yang Shao Bin, Sea Dragon Investments Limited (“Sea Dragon”), and Hong
Kong Investment Group Limited (“Hong Kong Investment”) (each an “Investor” and
together the “Investors”) pursuant to which the Investors will purchase an
aggregate of 10,000,000 shares of common stock of the Company, par value $0.001
(the “Common Stock”), for consideration of $0.40 per share of Common Stock (an
aggregate of $4,000,000). Pursuant to each Investor’s respective Agreement, (i)
each of International Investment and Liu Ling Ling agreed to purchase 1,875,000
shares of Common Stock for consideration of $750,000 on September 13, 2010, (ii)
each of Yang Shao Bin and Sea Dragon agreed to purchase 2,000,000 shares of
Common Stock for consideration of $800,000 on September 30, 2010, and (iii) Hong
Kong Investment agreed to purchase 2,250,000 shares of Common Stock for
consideration of $900,000 on October 20, 2010.
Each
Investor has the right to participate on a pro rata basis in any subsequent
private placement by the Company.
The
shares of Common Stock will be offered and sold to the Investors without
registration under the Securities Act of 1933, as amended, pursuant to the
exemption from such registration provided by Section 4(2) thereunder, or
pursuant to the safe harbor from registration provided by Rule 506 of Regulation
D promulgated thereunder.
Item 3.02 Unregistered Sales of Equity
Securities.
As
described in response to Item 1.01 above, on September 13, 2010, the Company
entered into the Agreements, pursuant to which it is obligated to issue an
aggregate of 10,000,000 shares of Common Stock to the Investors in a private
placement.
Item 9.01 Financial Statements
and
Exhibits
Exhibit
10.1 – Form of Securities Purchase Agreement, dated as of September 13, 2010, by
and among Man Shing Agricultural Holdings, Inc. and the
investors
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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Date:
September 15, 2010
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MAN
SHING AGRICULTURAL HOLDINGS, INC.
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By:
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/s/ Eddie Cheung | ||
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Eddie
Cheung
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Chief
Executive Officer
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EXHIBIT
INDEX
Exhibit
10.1 – Form of Securities Purchase Agreement, dated as of September 13, 2010, by
and among Man Shing Agricultural Holdings, Inc. and the
investors