Attached files
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EX-99.2 - MAN SHING AGRICULTURAL HOLDINGS, INC | v206574_ex99-2.htm |
EX-99.1 - MAN SHING AGRICULTURAL HOLDINGS, INC | v206574_ex99-1.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): December 20, 2010
MAN SHING AGRICULTURAL HOLDINGS,
INC.
(Exact
Name of Registrant as Specified in Charter)
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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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 DFR
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 5.02
Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Effective
December 20, 2010, Mr. Eddie Cheung resigned as Chief Executive Officer and a
member of the Board of Directors and Mr. Ji Yang resigned as a member of the
Board of Directors of Man Shing Agricultural Holdings, Inc. (the
“Company”). Mr. Shili Liu was appointed Chief Executive Officer of
the Company effective December 20, 2010, and remains the President and
Chairman of the Company. Messrs. Cheung and Yang resigned from their
respective positions with the Company for the following reasons (which were
expressed in a letter attached hereto as exhibit 99.1):
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1.
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Each
of them believed that the Company had inadequately responded to the legal
letter sent to the Company respecting the Service Agreement between a
wholly owned subsidiary of the Company and Excel Linker Capital (Asia)
Ltd.. (“Excel Linker”);
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2.
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Mr.
Shili Liu wired $1,100,000 back to a potential investor without the
knowledge of certain members of the Company’s Board of Directors and
without discussing the wire with the Board of Directors;
and
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3.
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Certain
members of the Company’s Board of Directors did not receive the
appropriate directors remuneration.
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The
Company responded to the foregoing items in a letter, attached hereto as exhibit
99.2, which indicated that:
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1.
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The
Company engaged a law firm to deal with and respond to the
legal letter from Excel Linker and noted that Excel Linker has
deregistered and dissolved on November 13,
2009;
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2.
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The
wire transfer was made to return funds to a potential investor at the
request of the investor prior to the closing of the applicable transaction
and that it was only because Mr. Cheung could not be contacted by Mr. Liu
and did not return the phone calls of Mr. Liu that he did not know of the
intended wire transfer; and
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3.
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The
Company has been handling the matter of the directors remuneration and
that the allegation that the Company was in arrears on these payments is
groundless and unreasonable.
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On
December 20, 2010, the remaining members of the Board of Directors of the
Company appointed Mr. Xuguang Qiao and Mr. Kun Xu to serve as members of the
Board of Directors of the Company.
Mr. Qiao,
45, is currently the Vice-President of College of Food Science & Project
Engineering, and is also currently a Professor and Tutor of Doctorate Students,
at Shandong Agricultural University, and has served various roles for Shandong
Agricultural University since 1988. Mr. Qiao is also currently a council
member of the Chinese Institute of Food Science and Technology (CIFST), an
executive member of the Council of Fruit and Vegetable Processing of CIFST, and
Vice-president of Institute of Food Science and Technology of Shandong Province.
Mr. Qiao received a PhD in Processing and Storage of Agriculture Products and a
Master degree majoring in Agriculture from the China University of
Agriculture. Mr. Qiao received a Bachelor degree majoring in Agriculture from
Shandong Agricultural University.
Mr. Xu,
46, is currently a Tutor of Doctorate Students at the College of Horticulture
Science and Engineering of Shandong Agricultural University and has served
various roles for Shandong Agricultural University since 1982. Mr. Xu also
currently serves as the Vice-President of the Leek, Ginger and Garlic of Society
for Horticultural Science, the Secretary General of Ginger Industrial Technology
Innovation and Strategic Alliances of Shandong, the Vice Chairman of Chinese
Peasants' and Workers' Democratic Party of Taian, and as a Standing Member of
the Taian Committee of Chinese People's Political Consultative Conference. Mr.
Xu received a Master and Bachelor degree majoring in Agriculture from
Shandong Agricultural University.
Mr. Liu
has served as president and Chairman of the Company since August 31, 2009. Mr.
Liu has over 18 years of experience in the agricultural industry. He began his
career with Rulin Enterprises located in Shandong province as deputy general
manger in 1992. Mr. Liu became a Chairman of Weifang Xinsheng Food Co., Ltd in
1998. We appointed Mr. Liu to serve as a member of our board of directors due to
his solid experience in the agricultural industry.
There are
no family relationships between either of Messrs. Qiao, Xu or Liu and any of the
executive officers or directors of the Company.
Item 9.01 Financial Statements and
Exhibits.
Exhibits
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Description
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99.1
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Letter
of resignation from Eddie Cheung and Ji Yang dated December 20,
2010
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99.2
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Response
letter from the Company dated December 22,
2010
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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.
Date:
December 27, 2010
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MAN
SHING AGRICULTURAL HOLDINGS, INC.
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By:
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/s/ Shili Liu
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Shili
Liu
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Chairman
and President
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