Item 1.01 Entry into a Material Definitive Agreement
On February 27, 2006, Shenyang Jitian Property Co. Ltd., a subsidiary of Great China International Holdings, Inc., was confirmed as the highest bidder in a public auction of approximately 420,317 m2 of land designated for residential and commercial development in Chessboard Mountain International Tourism Development District, Shenyang City. The total purchase price for the property is approximately USD $56.7 million. Shenyang Jitian Property Co. intends to use primarily bank financing for the transaction and is in the process of negotiating extended payment terms with the Land Reserve Exchange Center, which is the agency that offered the property for auction. If Great China fails to negotiate extended payment terms and make the required payments when due, it forfeits any deposits on the property, forfeits any interest in the property, is required to pay the cost of another auction for the property, and may be subject to claims for other damages and costs.
Item 3.02 Unregistered Sales of Equity Securities
On February 27, 2006, Great China accepted subscriptions for the purchase of 400,000 shares of its common stock at a price of $4.00 per share, or a total of $1,600,000, to nine non-U.S. persons in reliance on Regulation S adopted under the Securities Act of 1933. Great China paid to a broker located in Hong Kong a fee equal to 15% of the funds raised for its assistance with the placement. Great China is continuing to offer up to an additional 1,100,000 shares at the same price to prospective private investors outside the United States. Great China has agreed to file within 90 days following the closing of the offering a registration statement under the Securities Act of 1933 to permit the purchasers to resell their shares.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Great China International Holdings, Inc.
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Date: March 2, 2006 | | By: | | /s/ Jiang Fang | |
| | | | Jiang Fang, Chief Executive Officer | |
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