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: October 5, 2004
CHINA BIOPHARMACEUTICALS HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 814-00063 13-2949462
(State or other jurisdiction Commission File Number) (IRS Employer
of incorporation) Identification No.)
c/o Nanjiang Keyuan
139 Ma Tai Street
Nanjing 210009
China
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(Address of principal executive offices)
86 (25) 360 8605
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(Registrant's telephone number, including area code)
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(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):
|_| 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))
ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On September 29, 2004, the Registrant signed a Purchase Agreement under which,
the Registrant acquired 51% ownership interest in Suzhou Hengyi Pharmaceuticals
of Feedstock Co., Ltd ("Hengyi"), a Chinese company specialized in research and
development, production and sales of pharmaceutical products as well as
chemicals used in pharmaceutical products. The board of directors of the
Registrant approved the acquisition.
Total consideration paid by the Registrant to acquire 51% ownership interest in
Hengyi is $1,600,000 cash and 1.2 million shares of the common stock of the
Registrant.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
These financial statements are in the process of being prepared and
will be filed as soon as practicable following the closing of the transaction
described in this report, but in no event later than the applicable required
time frame.
(b) Pro Forma Financial Information.
These financial statements are in the process of being prepared and
will be filed as soon as practicable following the closing of the transaction
described in this report, but in no event later than the applicable required
time frame.
(c) Exhibits.
2 Purchase Agreement between the Registrant and the Hengyi dated
as of September 29, 2004
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.
China Biopharmaceuticals Holdings, Inc.
By: /s/ Peng Mao
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Name: Peng Mao
Title: Chairman and
Chief Executive Officer
Dated: October 5, 2004