Attached files
file | filename |
---|---|
EX-32.2 - EXHIBIT 32.2 - China Shouguan Investment Holding Group Corp | ex32_2apg.htm |
EX-32.1 - EXHIBIT 32.1 - China Shouguan Investment Holding Group Corp | ex32_1apg.htm |
EX-31.2 - EXHIBIT 31.2 - China Shouguan Investment Holding Group Corp | ex31_2apg.htm |
EX-31.1 - EXHIBIT 31.1 - China Shouguan Investment Holding Group Corp | ex31_1apg.htm |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT UNDER THE SECURITIES ACT OF 1933
For the fiscal year ended December 31, 2015
Commission File No. 333-167964
CHINA SHOUGUAN MINING CORPORATION
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation
27-2513824
(IRS Employer Identification No.)
Suite 2606, Great China International Exchange Square,
No.1, Fuhua Road,
Futian District, Shenzhen
Peoples Republic of China
Telephone 0086-755-82520008
Facsimile 0086-755-82520156
(Address and telephone number of registrants principal executive offices)
__________________________
Frank J. Hariton
1065 Dobbs Ferry Road
White Plain\s, New York
Tel: 914 674 4373; Fax: 914 693 2963
(Name, address and telephone number of agent for service)
__________________________
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.0001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [X]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
Issuer's revenues for the year ended were $2,469,529.
As of March 31, 2015, there were 115,000,000 shares of our common stock issued and outstanding. The Company is now quoting at OTCQB for the symbol CHSO. The aggregate market value of the voting stock held by non-affiliates of the registrant, computed by reference to the $0.0001 par value price per share paid for the shares is approximately $7,318.
DOCUMENTS INCORPORATED BY REFERENCE
Some exhibits required to be filed hereunder, are incorporated herein by reference to our original Form S-1 Registration Statement, filed under CIK No 0001493893 on July 1, 2010, and in amendments filed thereafter, on the SEC website at www.sec.gov.
2
_________________________
EXPLANATORY NOTE
_________________________
This Amendment No. 1 (this "Amendment") to the CHINA SHOUGUAN MINING CORPORATION Annual Report on Form 10-K of (the "Company") for the year ended December 31, 2015, originally filed with the U.S. Securities and Exchange Commission (the "SEC") on April 14, 2016, (the "Original Filing"), is being filed solely to include the XBRL Exhibits.
Except as described above, this Amendment does not modify or update the disclosures presented in, or exhibits to, the Original Filing in any way. This Amendment speaks as of the date of the Original Filing and does not reflect events occurring after the filing of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing, as well as any other filings made by the Company with the SEC pursuant to Section 13(a) or 15(d) of Securities Exchange Act of 1934, as amended, subsequent to the filing of the Original Filing.
3
PART IV
Item 15. Exhibits.
(a) The following listed exhibits are filed as a part of this annual report:
Exhibit No. |
| Description |
31.1 |
| Rule 13a-14(a)/15d-14(a) certification of Principal Executive Officer |
31.2 |
| Rule 13a-14(a)/15d-14(a) certification of Principal Accounting Officer |
32.1 |
| Certification pursuant to 18 USC, section 1350 of Principal Executive Officer |
32.2 |
| Certification pursuant to 18 USC, section 1350 of Principal Accounting Officer |
The following exhibits marked with one asterisk have been omitted from this filing, are incorporated herein by this reference and can be found in their entirety in our original Form S-1 registration statement filed on July 2, 2010. The following exhibits marked with two asterisks have been omitted in this filing, are incorporated herein by this reference and can be found in their entirety in our Form S-1/A-1 filed on September 22, 2010. The following exhibits marked with three asterisks have been omitted in this filing, are incorporated herein by this reference and can be found in their entirety in our Form S-1/A-2 filed on October 26, 2010. All documents listed can be found on the SEC website at www.sec.gov under our CIK Number 0001493893.
Exhibit No. |
| Description |
|
|
|
2 | * Share Exchange Agreement | |
3.1 | * Articles of Incorporation | |
3.2 | * Bylaws | |
4 | * Form of Common Stock Certificate | |
10.1 | * Operating Lease Agreement for CunliJi Gold Mine | |
10.2 | * Acquisition Agreement for CunliJi Gold Mine | |
10.3 | * Option Agreement to Purchase Equity Interests by and among Shoujin Business Consulting (Shenzhen), Shenzhen ShouGuan Investment Limited, YantaiJinGuan Investment Limited and PenglaiXinGuan Investment Limited | |
10.4 | * Equity Pledge Agreement | |
10.5 | * Operating Agreement | |
10.6 | * Exclusive Technical Service and Business Consulting Agreement | |
10.7 |
| * Proxy Agreement |
10.9 |
| * Office Lease - Yantai, China |
10.10 |
| * Office Lease - Shenzhen, China |
10.11
|
| ** Master Agreement between Penglai City Gold Mining Holding Co. Limited and PenglaiXinGuan Investment Limited |
10.12
|
| ** Construction Project Agreement between PenglaiXinGuan Investment Limited and Jinhai Mine Underground Engineering Limited |
10.12(a)
|
| ***Renewed Construction Project Agreement to extend one year term to August 28, 2011
|
4
10.13
|
| ** Gold Concentrate Processing Agreement between XinGuan and Shandong Humon Smelting Co., Ltd. |
14 |
| * Code of Ethics |
21 |
| * List of Subsidiaries/Variable Interest Entities of Registrant |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1933, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on May 27, 2016.
China ShouGuan Mining Corporation, Registrant
By: /s/ Feize Zhang
Feize Zhang, Chairman and Principal Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this report has been signed by the following persons in the capacities indicated on May 27, 2016.
China ShouGuan Mining Corporation, Registrant
By: /s/ Feize Zhang
Feize Zhang, Chairman and Principal Executive Officer
By: /s/ Chengqing Tan
Chengqing Tan, Principal Financial Officer
5