- Current report filing (8-K)
13 Januar 2009 - 8:09PM
Edgar (US Regulatory)
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 EARLIEST REPORTED EVENT: JANUARY 12, 2007
SHANDONG
ZHOUYUAN SEED AND NURSERY CO., LTD.
(Exact
name of Registrant as specified in its charter)
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Delaware
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3-52472
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58-2258912
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer Identification Number)
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of
incorporation)
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238
Jianxindong Street, Laizhou, Shandong Province, the People’s Republic of
China
(Address
of principal executive offices)
011-86451-8271-3712
(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:
□ Written
communications pursuant to Rule 425 under the Securities Act
□
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
□
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
□
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
Item
1.01 Entry into a Material Definitive Agreement
On
January 12, 2009, Shandong Zhouyuan See and Nursery Co., Ltd., a Delaware
corporation (the “Company”) entered into Stock Transfer Agreements (the
“Agreements”) with Zhou Jian, the Company’s director
and Luo
Jing, an individual residing in the People’s Republic of China (together, the
“Investors”) to sell in a private placement to the Investors an aggregate of
7,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.001
per share (the “Common Stock”). Pursuant to the Agreements, Luo Jing agreed to
purchase 1,000,000 shares of Common Stock at a per share purchase price of
CNY0.10 (approximately US$0.015) per share, for an aggregate purchase price of
CNY100,000 (approximately US$14,700), and Zhou Jian agreed to purchase 6,000,000
shares of Common Stock at a per share Purchase Price of CNY0.06 (approximately
US$0.009) for an aggregate purchase price of CNY400,000 (approximately
US$58,800) and Company is obligated to issue the Shares within 30 business days
from the date of the Agreement. Also pursuant to the Agreements, in the event of
a reverse stock split, the Company will issue additional shares to the Investors
to make up for the reduction in the number of Shares held by the Investors as a
result of the reverse stock split, and issue such additional shares within 15
days of the reverse stock split.
English translations of the Agreements
originally executed in Chinese described above are filed as Exhibits 10.1 and
10.2 and the above summary of the Agreements is qualified in its entirety by
reference to such Agreements, which are incorporated herein.
Item
3.02 Unregistered Sale of Equity Securities
As described in more detail in Item
1.01 of this Report on Form 8-K, on January 6, 2009, the Company entered into
the Agreements with Investors, pursuant to which, the Company agreed to issue
the Investors the Shares. The issuance of the Shares is exempt from registration
under the Securities Act of 1933 (the “Act”) by reason of the exemption provided
by Regulation S of the Act for offers and sales of securities made outside of
the United States.
Item
9.01 Financial Statements and Exhibits.
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Exhibit No.
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Description
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10.1
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Stock
Transfer Agreement dated as of January 12, 2009 by and between the Company
and Zhou Jian (English translation)
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10.2
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Stock
Transfer Agreement dated as of January 12, 2009 by and between the Company
and Luo Jing (English
translation)
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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 hereunto
duly authorized.
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SHANDONG
ZHOUYUAN SEED AND NURSERY CO., LTD.
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Date:
January 13, 2009
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/s/
Wang Zhigang
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Wang
Zhigang
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Chief
Executive Officer
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