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):
January 5, 2006 (December 31, 2005)
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.)
Suite 1601, Buliding A, Jinshan Tower
No. 8, Shan Xi Road Nanjing, Jiangsu, China
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(Address of principal executive offices)
86 (25) 8320 5758
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(Registrant's telephone number, including area code)
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))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 31, 2005, the Registrant's wholly owned subsidiary, China
Biopharmaceuticals Corporation, entered into an Agreement with four shareholders
of Chengdu Tianyin Pharmaceutical Limited Company ("Tianyin") to immediately
assume operation control of Tianyin in all aspects of its business operations
and to acquire a 51% ownership interest in Tianyin. Pursuant to the Agreement,
the Registrant will be issuing 3 million shares of its common stock to existing
shareholders of Tianyin or their designees and has agreed also to invest an
amount of US$2 million into Tianyin operations. Additional 300,000 shares of
common stock of the Registrant will be issued to the existing shareholders of
Tianyin or their designees, if Tianyin's after tax audited profit for the year
ended December 31, 2006 reaches at least US$3,000,000. The board of directors of
the Registrant approved the transaction. Tianyin is a pharmaceutical company
located in the city of Chengdu, Sichuan Province, China, specialized in research
and development, production and sales of pharmaceutical products as well as
Chinese traditional medicine products. Seven of its production lines are GMP
standard certified.
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 acquisition described
in this report, but in no event later than the applicable required time frame.
(d) Exhibits.
10.1 Agreement between China Biopharmaceuticals Corporation and 4
shareholders of Tianyin including and represented by Mr. Jiang Guoqing dated as
of December 31, 2005
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/ MAO Peng
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Name: MAO Peng
Title: Chairman and
Chief Executive Officer
Dated: January 5, 2006