Attached files

file filename
EX-20.1 - NOTICE OF ANNUAL AND SPECIAL MEETING AND INFORMATION CIRCULAR - Grand China Energy Group Ltdexhibit20-1.htm
EX-20.3 - SUPPLEMENTAL MAILING LIST FORM - Grand China Energy Group Ltdexhibit20-3.htm
EX-20.2 - FORM OF PROXY - Grand China Energy Group Ltdexhibit20-2.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) November 5, 2010

SGB INTERNATIONAL HOLDINGS INC.
(Exact name of registrant as specified in its charter)

British Columbia 000-53490 N/A
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)    

909 – 6081 No. 3 Road, Richmond, BC Canada V6Y 2B2
(Address of principal executive offices and Zip Code)

Registrant’s telephone number, including area code: (604) 484 – 3127

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:

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))


2

Item 8.01 Other Events.

We are a foreign private issuer under the rules and regulations of the Securities and Exchange Commission and, as a result, are exempt from the requirements of Section 14(a), 14(b), 14(c) and 14(f) of the Securities Exchange Act of 1934, as provided by Rule 3a12-3 promulgated by the Securities and Exchange Commission. Instead, we are required to follow the proxy rules imposed by the securities laws of Canada. We are attaching to this Form 8-K shareholder meeting materials we filed on November 5, 2010 on SEDAR, the equivalent of EDGAR in Canada. These shareholder meeting materials include notice of annual and special meeting, information circular, a form of proxy, and supplemental mailing list form.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

20.1

Notice of Annual and Special Meeting and Information Circular

   
20.2

Form of Proxy

   
20.3

Supplemental Mailing List Form



3

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.

SGB INTERNATIONAL HOLDINGS INC.

By:
/s/ Xin Li                                                                      
Xin Li
President, CEO, CFO and Director
November 10, 2010