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| MDHO.OB > SEC Filings for MDHO.OB > Form 8-K on 6-Nov-2009 | All Recent SEC Filings |
6-Nov-2009
Entry into a Material Definitive Agreement, Completion of Acquisition or Disposi
See Items 2.01 and 5.01, below, regarding the discussion of the Share Exchange Agreement dated November 5, 2009 (the "Exchange Agreement") and the Stock Purchase Agreement dated November 5, 2009 (the "Purchase Agreement"). Copies of the Exchange Agreement and the Purchase Agreement are attached hereto as Exhibits 2.1 and 10.6, respectively.
Except as otherwise indicated by the context, references in this Report to "we", "us", "our" or the "Company" are to the consolidated business of Hongkong Chenxin International Development Limited, a Hong Kong company ("Chenxin") and Fuqing Guanwei Plastic Industry Co. Ltd. ("Guanwei"), our wholly-owned subsidiaries, except that references to "our Common Stock", "our shares of Common Stock" or "our capital stock" or similar terms shall refer to the common stock, par value $0.001 per share, of MD Holdings Corp., a Nevada corporation ("MDHO" or the "Registrant"). "China" or "PRC" refers to the People's Republic of China. References to "RMB" refer to the Chinese Renminbi, the currency of the primary economic environment in which the Company operates.
The corporate structure of the Company is illustrated as follows:
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MDHO was incorporated in Nevada on December 16, 2006, and has been engaged in the business of mortgage brokerage and providing traditional mortgage services in Maryland and Georgia. MDHO has been a development stage company since its inception, and to date has been unsuccessful in developing a profitable business. Our Common Stock is currently traded on the Over-The-Counter Bulletin Board ("OTCBB") under the symbol "MDHO".
On November 5, 2009 (the "Closing Date"), MDHO closed a share exchange
transaction (the Share Exchange"), described below, pursuant to which MDHO
became the 100% parent of Chenxin and assumed the operations of Chenxin and its
wholly-owned subsidiary, Guanwei. Guanwei was founded in April 2005 in China and
is a manufacturer of recycled plastics products. Chenxin is a holding company
incorporated in Hong Kong. Prior to the Share Exchange, Chenxin was 100% owned
by Fresh Generation Overseas Limited, a British Virgin Islands company (the
"Stockholder"). Immediately prior to the Share Exchange, MDHO was considered a
"shell" company with US$170 in assets and a net loss of US$6,898 for the three
(3) months ended September 30, 2009. On the Closing Date, MDHO had liabilities
of approximately $15,000.
Guanwei is principally engaged in the production and distribution of low density polyethylene (LDPE) and other recycled plastics products and is China's largest manufacturer of LDPE. Based in Fuqing City, in the Fujian Province of China, Guanwei is the only plastic recycler in China to import all of its raw materials (i.e. plastic waste) from Europe (primarily Germany) where the cost of processing plastic waste is significantly higher than in China. The Company's products are sold to customers in a wide range of industries, including food packaging, shoe manufacturing, architecture and engineering products, industrial equipment and supplies, and chemical and petrochemical manufacturing. Guanwei operates its business in compliance the highest environmental standards in order to meet the stringent requirements of both German and Chinese authorities. In fact, Guanwei is the only Chinese manufacturer to be issued a "Plastics Waste Processing License" by the German Environment Audit Association.
The Company's corporate offices are located at Rong Qiao Economic Zone, Fuqing City, Fujian Province, People's Republic of China, 300500.
PRINCIPAL TERMS OF THE EXCHANGE AGREEMENT
On November 5, 2009, MDHO entered into an Exchange Agreement with Chenxin and the Stockholder, pursuant to which MDHO acquired all of the issued and outstanding securities of Chenxin from the Stockholder in exchange for 12 million newly-issued shares of our Common Stock. As a result of the Share . . .
On November 5, 2009, pursuant to the Purchase Agreement, MDHO transferred to Marshall Davis all of the issued and outstanding capital stock of MD Mortgage Corporation, the wholly-owned subsidiary of MDHO. The consideration for such transfer was the delivery for cancellation of 64,510,540 shares of our Common Stock held by Mr. Davis. The issuance was exempt from registration under the Securities Act of 1933, as amended (the "Securities Act") pursuant to Section 4(2) of the Securities Act, as a transaction by an issuer not involving a public offering.
On November 5, 2009, pursuant to the Exchange Agreement, MDHO issued 12 million shares of our Common Stock to Fresh Generation Overseas Limited, a British Virgin Islands company (the "Stockholder"). The consideration for such issuance was the transfer by the Stockholder of all of the issued and outstanding capital stock of Hongkong Chenxin International Development Limited, a Hong Kong corporation. The issuance was exempt from registration under the Securities Act pursuant to Section 4(2) thereof, as a transaction by an issuer not involving a public offering.
On the Closing Date of the Exchange Agreement, MDHO acquired all of the issued and outstanding capital stock of Chenxin from the Stockholder in exchange for the issuance by the Company to the Stockholder of an aggregate of 12 million newly-issued shares of Common Stock. As a result of the Share Exchange, the Stockholder beneficially owns an aggregate of sixty percent (60%) of the voting capital stock of MDHO. Upon the execution of the Exchange Agreement, Marshall Davis resigned from each of his officer positions with the Registrant and Chen Min was appointed to serve as Chief Executive Officer of the Registrant. Marshall Davis' resignation as a director of the Registrant, and the appointment of Howard Barth, Wang Rui, Wang Changzhu, Qin Jingshou, Chen Qijie, You Jianli, and Gao Juguang to serve as Board members of the Registrant, shall become effective on the 10th day following the Information Filing Date (as detailed in Item 5.02 herein below).
On the Closing Date, Marshall Davis resigned from each of his officer positions with the Registrant, and Chen Min was appointed as a director and Chief Executive Officer. Following the expiration of the ten (10) day time period following the mailing of an Information Statement complying with rule 14F-1 under the Exchange Act, Mr. Davis' resignation as a director shall become effective and Howard Barth, Wang Rui, Wang Changzhu, Qin Jingshou, Chen Qijie, You Jianli, and Gao Juguang shall serve as directors of the Registrant, with Chen Min serving as Chairman of the Board. For further information on these individuals, please see the Section entitled "Directors, Executive Officers, Promoters and Control Persons" herein above.
Prior to the Closing Date, MDHO was a shell company, other than a business combination related shell company, as that term is defined in Rule 12b-2 under the Exchange Act.
Upon completion of the Exchange, MDHO ceased being a shell company. From and after the Closing Date, the operations of Chenxin and Guanwei are the only operations of MDHO.
On November 5, 2009, prior to the consummation of the Share Exchange discussed elsewhere in this Current Report, the Registrant effected a 3.5 for 1 forward split (the "Forward Split") of its common stock, par value $0.001 per share ("Common Stock"). The number of shares of authorized Common Stock and the par value did not change as a result of the Forward Split.
The record date for determining the shareholders entitled to receive the Forward Split shares was November 2, 2009. As a result of the Forward Split, all shareholders of record on November 2, 2009 received three and one half (3½) shares of Common Stock for every one (1) share of Common Stock they held on that date. On November 5, 2009, the Registrant's transfer agent will cause to be issued and mailed to the eligible shareholders of record, two and one half (2½) additional shares of Common Stock for each share of Common Stock held by such shareholders, thereby effectuating the Forward Split on a 3.5:1 basis.
Consummation of the Forward Split did not result in a change in the relative equity position or voting power of the shareholders of the Registrant. Additionally, there was no change in the Registrant's CUSIP number for the Common Stock or the Registrant's trading symbol on the OTCBB as a result of the Forward Split. The Forward Split resulted in the increase the number of shares of the Registrant's Common Stock issued and outstanding to 72,510,141.
Immediately following the consummation of the Forward Split, 64,510,140 shares of Common Stock held by Marshall Davis, the Registrant's principal stockholder, were cancelled pursuant to the Stock Purchase Agreement discussed in Item 2.01 above. Following the consummation of the Share Exchange and as of the date of this Current Report, 20,000,001 shares of our Common Stock are issued and outstanding.
(a) Financial Statements attached hereto as Exhibits 99.1 and 99.2.
(b) Pro Forma Financial Statements attached hereto as Exhibit 99.3.
(c) See (a) and (b) above.
(d) Exhibit No Description:
EXHIBIT
NO. DESCRIPTION
2.1 Share Exchange Agreement by and between MDHO, Chenxin and the
Stockholder, dated November 5, 2009 (1)
3.1 Articles of Incorporation of MDHO, dated December 13, 2006. (2)
3.2 Bylaws of MDHO (3)
3.3 Certificate of Amendment to Articles of Incorporation of MDHO, dated
January 28, 2008 (4)
3.4 Certificate of Incorporation of Chenxin (1)
3.5 Memorandum and Articles of Association of Chenxin (1)
3.6 Articles of Associations of Guanwei (1)
3.7 Enterprise Business License of Guanwei, dated December 27, 2007 (1)
3.8 Enterprise Business License of Guanwei, dated December 23, 2008 (1)
10.1 Share Exchange Agreement and Stock Purchase between MDHO and MD
Mortgage Corp., dated January 15, 2007 (5)
10.2 Asset Transfer Agreement, between Fuqing State-Owned Assets
Management & Investment Corp. and Guanwei, dated January 11,
2006 (1)
10.3 Land Use Certificate, issued by the Ministry of State-Owned Land
Resources of the People's Republic of China to Guanwei, dated
November 8, 2006 (1)
10.4 Audit Report and Certificate, issued by Tuv Rheinland Cert. gmbH to
Guanwei (1)
10.5 Form of Employment Contract (1)
10.6 Stock Purchase Agreement, between MDHO and Marshall Davis, dated
November 5, 2009 (1)
10.7 Indemnity Agreement, by and between Chenxin, the Stockholder, and
Marshall Davis, dated November 5, 2009 (1)
10.8 Maximum Amount Loan with Pledge Contract, dated January 17, 2008
between Guanwei and Fuqing Rural Credit Cooperative Bank (1)
21.1 List of Subsidiaries of MDHO (1)
99.1 Audited Consolidated Balance Sheets of Chenxin and Guanwei as of
December 31, 2008 and 2007 and Consolidated Statements of Income and
Comprehensive Income, Cash Flows and Changes in Shareholders's
Equity for the years ended December 31, 2008 and 2007
99.2 Unaudited Condensed Consolidated Balance Sheets of Chenxin and
Guanwei as of June 30, 2009 and December 31, 2008 and Unaudited
Condensed Consolidated Statements of Income and Comprehensive Income
and Cash Flows for the Three and Six Months Ended June 30, 2009 and
2008
99.3 Unaudited Pro Forma Combined Balance Sheets as of June 30, 2009
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(1) Provided herewith.
(2) Incorporated by reference to the Registrant's Registration Statement on Form SB-2 (File No. 333-149013), Exhibit 3.1, filed on February 1, 2008.
(3) Incorporated by reference to the Registrant's Registration Statement on Form SB-2 (File No. 333-149013), Exhibit 3.2, filed on February 1, 2008.
(4) Incorporated by reference to the Registrant's Registration Statement on Form SB-2 (File No. 333-149013), Exhibit 3.3, filed on February 1, 2008.
(5) Incorporated by reference to the Registrant's Registration Statement on Form SB-2 (File No. 333-149013), Exhibit 10.1, filed on February 1, 2008.
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