Attached files
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (date of earliest event reported): March 17, 2010 (December 31,
2009)
Great
East Bottles & Drinks (China) Holdings, Inc
(Exact
name of registrant as specified in charter)
Florida
(State or
other jurisdiction of incorporation)
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333-139008
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59-2318378
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(Commission
File Number)
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(IRS
Employer Identification No.)
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203 Hankow Center,
5 - 15 Hankow Road, Tsimshatsui, Kowloon, Hong Kong
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(Address
of Principal Executive Offices)
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852-2192-4805
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(Registrant’s
Telephone Number, Including Area Code)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of 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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Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR
240.14a-12(b))
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
2.01. Completion of Acquisition or Disposition of Assets
As
announced in our current report filed on Form 8-K filed on February 12, 2010
with the US Securities and Exchange Commission, we
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changed
the internal structure of our group to prepare for our acquisition of
several businesses,
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entered
into a series of transactions to acquire several business
indirectly owned by Mr. Guy Chung, our majority
shareholder,
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granted
an option to Great East Packing Holdings Limited (“GEPH”), a company
controlled by Mr. Guy Chung, pursuant to which GEPH may acquire a majority
holding in one of our significant subsidiaries
and
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sold
our wholly-owned subsidiary Best Key Investment Limited (“Best Key”) to
Top Sharp Investments Limited (“Top Sharp”), a company controlled by Mr.
Guy Chung.
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This
amendment to that current report illustrates our new group structure, states the
salient points of the above actions and provides financial statements in
connection with the acquisitions.
Group
Structure
The
following table sets out our corporate structure as it currently stands, taking
into consideration the group restructuring, the acquisitions and the disposition
discussed in the following paragraphs.
Restructuring
On
December 31, 2009, we changed the internal structure of our group to prepare for
our acquisition of several businesses. As part of this restructuring,
we founded Great East (Overseas) Packaging Limited (“GEPL”) as a wholly-owned
subsidiary of Hangzhou Great East Packaging Co. Ltd. (“HGEP”). HGEP
is 84% owned by Great East Packaging International Limited (“GEPI”), 15% owned
by Best Key and 1% owned by three other investors.
We
transferred 99.99% of the outstanding share capital of Great East Packaging
(Nanjing) Limited (“GEPNJ”) and 99.99% of Great East Packaging (Xian) Limited
(“GEPXA”) from GEBD BVI to GEPL.
1
Acquisitions
We
entered into a series of transactions to acquire several business
indirectly owned by Mr. Guy Chung, our majority shareholder who
beneficially owns approximately 74% of our shares of common stock, through
GEPH. As a result of these transactions, GEPI acquired 99.99% of the
outstanding share capital of United Joy International Limited (“United Joy”),
Upjoy Holdings Limited (“Upjoy”) and Greatgrand Global Limited
(“Greatgrand”). The consideration for the transfers was the option
granted to GEPH by which it could acquire over a 50% interest in all of our
operating entities and the disposal of 100% interest in Best Key for HK$1 to Top
Sharp, a company controlled by Mr. Guy Chung, by which Top Sharp acquired a 15%
interest in all of our operating entities.
We attach
as Exhibit 99.4 to this current report unaudited pro-forma financial statements
setting out our group results for the fiscal year ended December 31, 2009 as if
United Joy, Upjoy and Greatgrand had been our subsidiaries for the entire fiscal
year then ended and as if GEPH has exercised its option to acquire 60% of
GEPI.
United
Joy
Pursuant
to agreements between GEBD BVI, GEPH, GEPL and United Joy, GEPL acquired 99.99%
of United Joy. United Joy is a British Virgin Islands company and the holding
company for an OEM bottled water manufacturing company called Nanjing Crystal
Pines Beverages & Packaging Co. Ltd, which has a Hefei branch engaging in
the same business.
We attach
as Exhibit 99.1 to this current report audited financial statements for the
fiscal year ended December 31, 2009 for United Joy. As set out in those
financials, United Joy had revenues of approximately $18,772,000 and operating
income of approximately $1,536,000 for the year ended December 31, 2009 and had
assets of approximately $9,669,000 as of December 31, 2009.
Upjoy
Pursuant
to agreements between GEBD BVI, GEPH, GEPL and Upjoy, GEPL acquired 99.99% of
Upjoy. Upjoy is a British Virgin Islands company and the holding company for an
OEM bottled water manufacturing company called Hangzhou Crystal Pines Beverages
& Packaging Co. Ltd, which has a Taizhou branch engaging in the same
business.
We attach
as Exhibit 99.2 to this current report audited financial statements for the
fiscal year ended December 31, 2009 for Upjoy. As set out in those financials,
Upjoy had revenues of approximately $13,379,000 and operating income of
approximately $882,849 for the year ended December 31, 2009 and had assets of
approximately $10,418,000 as of December 31, 2009.
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Greatgrand
Pursuant
to agreements between GEBD BVI, GEPH, GEPL and Greatgrand, GEPL acquired 99.99%
of Greatgrand. Greatgrand is a British Virgin Islands company and the
holding company for a hot fill packaging company called Shenyang Great East
Packaging Co. Ltd. Hot fill packaging is another process adopted in
packaging of beverage.
We attach
as Exhibit 99.3 to this current report audited financial statements for the
fiscal year ended December 31, 2009 for Greatgrand. As set out in those
financials, Greatgrand had revenues of approximately $4,115,000 and operating
income of approximately $617,000 for the year ended December 31, 2009 and had
assets of approximately $6,170,000 as of December 31, 2009.
Disposition
In
exchange for GEPH’s sale of Upjoy, United Joy and Greatgrand, GEBD BVI entered
into a sale and purchase agreement with Top Sharp, by which Top Sharp acquired
the entire issued share capital of Best Key Investment Limited (“Best Key”) for
a consideration of HK$1. Best Key’s only asset was its 15% ownership
of HGEP. As a result of the sale of Best Key, our beneficial ownership interest
in our all of our operating entities, including GEPNJ, GEPXA, HGEP, GEPL, Upjoy,
United Joy and Greatgrand, decreased from 99.99% to 84%.
In
addition to the sale of Best Key, GEPI granted GEPH a three-year share option to
subscribe for 9,638,769 ordinary shares of GEPI, an amount equal to 60% of
GEPI’s enlarged share capital. GEPH may exercise this option for US$1
until December 31, 2012. If GEPH were to exercise this option, our
beneficial ownership interest in our all of our operating entities, including
GEPNJ, GEPXA, HGEP, GEPL, Upjoy, United Joy and Greatgrand, would further
decrease from 84% to 33.6%.
As the
acquisitions and dispositions were with Mr. Guy Chung, a related party, we hired
Huayan Assets Appraisal Co., Ltd., an independent evaluator, to calculate the
enterprise value of the operting companies, namely HGEP, GEPNJ, GEPXA, United
Joy, Upjoy and Greatgrand. Based on their appraisal, we calculate that the
consideration we received for the dispositions exceeds the
consideration we paid for the acquisitions.
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Consideration paid for acquisitions
We
estimate the consideration that we paid for the sale of Best Key and the 60%
interest in GEPI, if the option is exercised, at approximately 64.2 million
Renminbi (or US$9.4 million). Huayan Assets Appraisal estimated that
the value of HGEP and the subsidiaries that we restructured under HEGP,
including GEPNJ and GEPXA, amounted to 98.3 million Renminbi (approximately
US$14.4 million). By disposing of Best Key, we disposed of our
interest in 15% of that amount, or 14.7 million Renminbi (approximately US$2
million).
Additionally,
if GEPH exercised its option to acquire 60% of GEPI, our interest in that amount
would be further reduced by 50.4%, which represents 60% of GEPI’s 84% interest
in HGEP, GEPNJ and GEPXA. 50.4% of 98.3 million Renminbi amounts to
49.5 million Renminbi (approximately US$7.3 million).
Consideration received for
dispositions
We
estimate the consideration that we received for the acquisition of United Joy,
Upjoy and Greatgrand, assuming GEPH exercises its option to acquire a 60%
interest in GEPI, is approximately 67.7 million Renminbi (or US$9.4 million).
Huayan Assets Appraisal estimated that the value of the subsidiaries that HGEP
acquired, including United Joy, Upjoy and Greatgrand, amounted to 201.6 million
Renminbi (or approximately US$29.4 million). Our interest in those
subsidiaries is through our interest in GEPI, which has an 84% interest in
HGEP. If GEPH exercised its option to acquire 60% of GEPI, our
portion of the value of those subsidiaries would be approximately
33.6%. 33.6% of 201.6 million Renminbi is 67.7 million Renminbi (or
approximately US$9.9 million).
All
currency translations in this Item 2.01 were made at an exchange rate of
US$1:RMB0.146.
Item
9.01 Financial Statements and Exhibits.
(a)
Financial Statements of
Businesses Acquired.
The
audited financial statements of United Joy as of December 31, 2009 and 2008
and for the fiscal year ended December 31, 2009 are filed as Exhibits 99.1
to this current report and incorporated herein by reference.
The
audited financial statements of Upjoy as of December 31, 2009 and 2008 and
for the fiscal year ended December 31, 2009 are filed as Exhibits 99.2 to
this current report and incorporated herein by reference.
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The
audited financial statements of Greatgrand as of December 31, 2009 and 2008
and for the fiscal year ended December 31, 2009 are filed as Exhibits 99.3
to this current report and incorporated herein by reference.
(b)
Pro Forma Financial
Information.
The
following unaudited pro forma condensed consolidated financial statements are
filed as Exhibit 99.4 to this current report and incorporated herein by
reference:
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· Unaudited
Pro-forma Combined Consolidated Balance Sheet as of December 31,
2009;
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· Unaudited
Pro-forma Combined Consolidated Statements of Income the year ended
December 31, 2009; and
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· Notes
to the Unaudited Pro Forma Combined Consolidated Financial
Statements.
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(c)
Exhibits.
Exhibit
No. Description
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99.1
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Audited
financial statements of United Joy as of December 31, 2009 and 2008
and for the fiscal year ended December 31,
2009
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99.2
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Audited
financial statements of Upjoy as of December 31, 2009 and 2008 and
for the fiscal year ended December 31,
2009
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99.3
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Audited
financial statements of Greatgrand as of December 31, 2009 and 2008
and for the fiscal year ended December 31,
2009
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99.4
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Unaudited
pro forma condensed combined consolidated financial
statements.
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5
SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
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GREAT
EAST BOTTLES & DRINKS (CHINA) HOLDINGS, INC.
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Dated:
March 16, 2010
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/s/ Danny Poon
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Danny
Poon
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Chief
Financial Officer
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