Attached files
| file | filename |
|---|---|
| EX-10.1 - Huifeng Bio-Pharmaceutical Technology, Inc. | v196209_ex10-1.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): September 2, 2010
HUIFENG
BIO-PHARMACEUTICAL TECHNOLOGY, INC.
(Exact
name of Registrant as specified in its charter)
|
Nevada
|
000-32253
|
87-0650264
|
|
(State or other jurisdiction
|
(Commission File Number)
|
(IRS Employer Identification Number)
|
|
of
incorporation)
|
16B/F
Ruixin Bldg., No. 25 Gaoxin Road
Xi’an,
Shaanxi Province, China 710075
(Address
of principal executive offices)
86-29-8822
4682
(Registrant’s
telephone number, including area code)
|
N/A
|
|
(Former
name or former address, if changed since last
report)
|
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 (see
General Instruction A.2. below):
|
o
|
Written
communications pursuant to Rule 425 under the Securities
Act
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange
Act
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
|
ITEM
1.01—ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
September 2, 2010, Huifeng Bio-Pharmaceutical Technology, Inc., a Nevada
corporation (the “Company”), through its wholly-owned subsidiary, Xi’an Huifeng
Bio-Technic Inc.(“Xi’an Huifeng”), a company organized and operating under the
laws of the Peoples' Republic of China ("PRC"), entered into an Acquisition
Agreement with Shangqiu Kexin Rutin Processing Ltd. (“Kexin”), a company
organized and operating under the laws of the PRC (the “Acquisition
Agreement”).
Pursuant
to the Acquisition Agreement, the Company agreed to purchase 90% of the equity
of Kexin for $140,000 in cash and 2,300,000 restricted shares of the Company's
common stock at a per
share price of $0.7. In addition, the Company, through
its subsidiary Xi’an Huifeng, has agreed to loan Kexin $1,000,000, at a 10%
annual interest rate, to help Kexin reach its projected annual net income of
$650,000 for the next three years; provided, however, that should Kexin fail to
achieve average projected annual net income of $650,000 in the next two years,
the annual interest rate shall be adjusted to 20%.
The
foregoing description of the Acquisition Agreement does not purport to be
complete and is qualified in its entirety by an English translation of the
Acquisition Agreement attached hereto as Exhibit 10.1 and incorporated herein by
reference.
The
Company does not anticipate that Xi’an Huifeng’s acquisition of Kexin
will trigger any reporting requirements under Item 2.01 of this Form
8-K.
ITEM
3.02— UNREGISTERED SALES OF EQUITY SECURITIES.
As
described in Item 1.01 of this Report on Form 8-K, pursuant to the Acquisition
Agreement the Company has agreed to issue 2,300,000 restricted shares of the
Company's common stock to the former shareholders of Kexin within one month of
the date of the Acquisition Agreement. These shares will not be registered under
the Securities Act of 1933, as amended (the “1933 Act”) pursuant to an exemption
from registration provided by Section 4 (2) of the 1933 Act.
Item
9.01 Financial Statements and Exhibits.
|
Exhibit No.
|
Description
|
|
|
10.1
|
English
translation of Acquisition Agreement by and between Xi’an Huifeng
Biochemistry Ltd. and Shangqiu Kexin Rutin Processing Ltd. effective as of
September 2, 2010.
|
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.
|
Huifeng
Bio-Pharmaceutical Technology, Inc.
|
||
|
By:
|
/s/ Jing’an Wang
|
|
|
Jing’an
Wang
|
||
|
Date:
September 8, 2010
|
Chief
Executive Officer
|
|