Attached files
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| EX-10.1 - Zhong Wen International Holding Co., Ltd. | v195449_ex10-1.htm |
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As filed with the Securities
and Exchange Commission on August 27, 2010
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Registration
No. 333-167663
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
Pre-Effective
Amendment No. 3
Form S-1
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
ZHONG
WEN INTERNATIONAL HOLDING CO., LTD.
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Delaware
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3569
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Applied
For
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(State
or other jurisdiction of
incorporation
or organization)
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(Primary
Standard Industrial
Classification
Code Number)
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(I.R.S.
Employer
Identification
No.)
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(Address,
including zip code, and telephone number, including area code, of registrant’s
principal executive offices)
Zhong Wen
International Holding Co., Ltd.
Room
1101, 11/F., Shun Kwong Commercial Building, No.8 Des Vouex Road West, Hong
Kong
852-253
03798 .
(Name,
address, including zip code, and telephone number, including area code, of agent
for service)
The
Corporation Trust Company
1209
Orange Street
Wilmington,
Delaware 19801
302.658.7581
Copies
to:
The Law
Office of Stephen E. Rounds
1544 York
Street, Suite 110
Denver,
Colorado 80206
T.
303.377.6997 F. 303.377.0231
Approximate date of commencement of
proposed sale to public: As soon as practicable after the effective date
of this Registration Statement.
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933,
check the following box. x
If this
Form is filed to register additional securities for an offering pursuant to
Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. ¨
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. ¨
If this
Form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
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Large accelerated
filer ¨
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Accelerated
filer ¨
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Non-accelerated filer
¨
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Smaller reporting
company x
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(Do not check if a smaller reporting company)
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CALCULATION
OF REGISTRATION FEE
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Title of Each Class of Securities
to be Registered
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Amount to be
Registered(1)(3)
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Proposed
Maximum
Offering
Price per share(2)
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Proposed Maximum
Aggregate
Offering
price(1)(2)
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Amount of
Registration Fee
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Common
Stock, par value $.001 per share
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578,000
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$
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0.25
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$
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144,500
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$
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10.30
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(1) There
is no market for our common stock. Estimated in accordance with Rule 457(g) of
the Securities Act of 1933 solely to compute the registration fee.
(2)
Calculated under Section 6(b) of the Securities Act of 1933 as $71.30 for each
$1,000,000 of the maximum aggregate offering price.
(3)
Represents shares of our common stock being registered for resale that have been
issued to the selling shareholders named in this registration
statement.
We
will amend this registration statement on such date or dates as may be necessary
to delay our effective date until we will file a further amendment which
specifically states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until
this Registration Statement will become effective on such date as the Securities
and Exchange Commission, in accordance with Section 8(a) may
determine.
Explanatory
Note
This
Pre-Effective Amendment No. 3 to the Registration Statement on Form S-1 (Reg.
No. 333-167663) amends Part II of the Registration Statement to file the
executed Sales Agency Agreement as Exhibit 10.1. No other changes
have been made to Part II.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
The
following table is an itemization of all expenses, without consideration to
future contingencies, incurred or expected to be incurred by the Company in
connection with the issuance of the securities being offered by this Prospectus.
Items marked with an asterisk (*) represent estimated expenses. We have
agreed to pay all the costs and expenses of this offering. Selling shareholders
will pay no offering expenses.
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ITEM
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AMOUNT
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SEC
Registration Fee
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$
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10.00
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Legal
Fees and Expenses*
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$
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40,000.00
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Accounting
Fees and Expenses*
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$
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5,000.00
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Miscellaneous*
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0
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|||
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Total*
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$
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45.013.00
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*
Estimated
Item
14. Indemnification of Directors and Officers
Pursuant
to Section 145 of the Delaware Corporation Code, the Company, as a Delaware
corporation, has the power to indemnify any person made a party to any lawsuit
by reason of being a director or officer of a corporation, or serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys’ fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Our Bylaws provide that
the Company shall indemnify its directors and officers to the fullest extent
permitted by Delaware law.
With
regard to the foregoing provisions, we have been advised that in the opinion of
the Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act of 1933, as amended, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by us of expenses incurred or paid by a
director, officer or controlling person of the Company in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, we will,
unless in the opinion of our counsel the matter has been settled by a
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by us is against public policy as
expressed in the Securities Act of 1933, as amended, and will be governed by the
final adjudication of such case.
Item
15. Recent Sales of Unregistered Securities
On June
10, 2010, the Company sold 400,000 shares of common stock to 20 persons, for a
price of $0.10 per share, for aggregate cash proceeds of
$40,000.00. Seventeen of the investors are citizens of and resident
in the PRC; three of the investors are entities organized under the laws of
jurisdictions outside the United States, with the officers and shareholder of
each such entity being citizens of and resident in the PRC. All
shares were issued as restricted securities as that term is defined in Rule
144. The 400,000 shares were forward split on a 10 for 1 basis (into
4,000,000 shares) in July 2010. No additional consideration was paid
by the shareholders in connection with the forward split
The
Company claims the exemption available under section 4(2) of the 1933
Act. No general solicitation was used in the offering; each investor
had a previous relationship with the officers of the Company; each investor was
provided, prior to the event of sale, all information about the Company
sufficient for the making of an informed investment decision; and the offering
was conducted only in the PRC. No commission or other compensation
was paid by anyone in connection with the offering.
Item
16. Undertakings
The
undersigned registrant hereby undertakes:
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1.
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To file, during any period in
which offers or sales are being made, a post-effective amendment to this
registration statement:
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i.
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To include any Prospectus
required by section 10(a)(3) of the Securities Act of
1933;
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ii.
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To reflect in the Prospectus any
facts or events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
Prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20%
change in the maximum aggregate offering price set forth in the
“Calculation of Registration Fee” table in the effective registration
statement.
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iii.
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To include any material
information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration
statement;
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2.
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That, for the purpose of
determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
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3.
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To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
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4.
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That, for the purpose of
determining liability under the Securities Act of 1933 to any purchaser:
Each Prospectus filed pursuant to Rule 424(b) as part of a registration
statement relating to an offering, other than registration statements
relying on Rule 430B or other than Prospectuses filed in reliance on Rule
430A, shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. Provided,
however, that no statement made in a registration statement or Prospectus
that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration
statement or Prospectus that is part of the registration statement will,
as to a purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the registration
statement or Prospectus that was part of the registration statement or
made in any such document immediately prior to such date of first
use.
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5.
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Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.
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Item
16. Exhibits and Financial Statement Schedules
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Exhibit
Number
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Description
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3.1*
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Certificate
of Incorporation.
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3.1(a)*
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Amendment
to Certificate of Incorporation
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3.2*
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Bylaws
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5.1*
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Legal
Opinion of the Law Office of Stephen E. Rounds
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10.1**
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Sales
Agency Agreement dated and executed June 23, 2010
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23.1*
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Consent
of HLB Hodgson Impey Cheng Chartered Accountants and Certified Public
Accountants
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23.2*
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Consent
of the Law Office of Stephen E. Rounds (included in Exhibit
5.1)
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*
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Previously filed. |
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**
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Filed
herewith.
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly
caused this pre-effective amendment number 3 to the registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Hong Kong, on August 27, 2010.
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Zhong Wen
International Holding Co., Ltd.
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(Registrant)
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By:
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/s/ Sun Hongyi | |
| Sun Hongyi, | |||
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President,
Chief Executive Officer, and
Chief Financial Officer
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Pursuant
to the requirements of the Securities Act of 1933, this registration
statement was signed by the following persons in the capacities and on the dates
stated:
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August
27, 2010
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/s/ Sun Hongyi, | |
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Sole
Director
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