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):
March 29, 2004 (January 27, 2004)
MINGHUA GROUP INTERNATIONAL HOLDINGS LIMITED
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(Exact name of registrant as specified in its charter)
New York 0-30183 13-4025362
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(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation or
Organization)
Guangdong Bian Fang Building
10th Floor
Fujing Road
Futian District, Shenzhen, 518033
People's Republic of China
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(Address of Principal Executive Offices)
+852-6011-6766
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(Registrant's Telephone Number)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
ACQUISITION OF GUANGZHOU BUS INSTALLATION COMPANY
As previously reported, on March 13, 2003, Minghua Group International
Holdings Limited's (the "Company") indirect wholly-owned subsidiary, Ming Hua
Environmental Protection Science and Technology Limited, a Hong Kong limited
company ("Minghua EPST"), entered into an agreement (the "Guangzhou Acquisition
Agreement") with Good View Bus Manufacturing (Holdings) Company Limited, a Hong
Kong limited company ("Good View"), Eagle Bus Development Limited, a Hong Kong
limited company ("Eagle"), and Mr. Sin Keung Kok ("Mr. Kok"), relating to the
acquisition of an 89.8% equity interest in the Guangzhou City View Bus
Installation Company, a People's Republic of China limited company (the
"Guangzhou Bus Installation Company"). The Guangzhou Bus Installation Company
manufactures motorcoaches for domestic sale in China and for export under the
"Eagle" brand name.
The acquisition of the equity interest was subject to certain governmental
approvals, which have still not been obtained. Due to the delay in obtaining the
required governmental approvals, on January 27, 2004, the parties to the
Guanzhou Acquisition Agreement entered into, and simultaneously consummated the
transactions contemplated by, a supplemental agreement (the "Supplemental
Agreement"), which replaced the original Guangzhou Acquisition Agreement.
Pursuant to the Supplemental Agreement, instead of acquiring the Guangzhou Bus
Installation Company directly, Minghua EPST acquired a controlling interest in
the entities that control the Guangzhou City View Bus Installation Company. More
specifically, Minghua EPST acquired 9,999 of the total 10,000 authorized share
capital of Good View (which owns 23.8% of the Guangzhou Bus Installation
Company) and 1,999,999 of the total 1,200,000 authorized share capital of Eagle
(which owns 66% of the Guangzhou Bus Installation Company) from the stockholders
of Good View and Eagle, respectively. Therefore, Minghua EPST is now the
indirect owner of an 89.8% equity interest in the Guangzhou Bus Installation
Company. The remaining 10.2% is held by Guangzhou Public Automobile No. 2
Company.
The deposit of RMB 8,000,000 (US$967,585) that had previously been paid
upon entering into the original Guangzhou Acquisition Agreement was distributed
to the prior stockholders of Good View and Eagle. Furthermore, Minghua EPST
issued to Mr. Kok, a former stockholder of Good View, a 43% equity interest in
Minghua EPST.
The amount of the consideration payable by Minghua EPST was determined by
the parties based upon the market value of the assets and business potential of
Guangzhou Bus Installation Company. The price was determined based on arms'
length negotiations between Minghua EPST and the stockholders of Eagle and Good
View.
In March 2003 the Company loaned Minghua EPST, the aggregate RMB
8,000,000 (approximately, US$967,585) in cash consideration that was then paid
as a deposit and just recently (on January 27, 2004 at the closing) distributed
to the former stockholders of Good View and Eagle. The Company obtained the cash
needed to make this loan through the issuance in March 2003 of a convertible
promissory note, in the aggregate principal amount of US$3,128,225, to Kingsrich
Development Limited, a BVI corporation. This convertible promissory note has
since been converted into shares of common stock in accordance with its terms.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) The financial statements required by Item 7 of Form 8-K relating to
the transactions described in Item 2 above will be filed by amendment to this
Form 8-K not later than 60 days after the date that the initial report on Form
8-K disclosing the transactions described in Item 2 above was required to have
been filed.
(b) To the extent that pro forma financial information is required
pursuant to Article 11 of Regulation S-X, it will be filed by amendment to this
Form 8-K not later than 60 days after the date that the initial report on Form
8-K disclosing the transactions described in Item 2 above was required to have
been filed.
(c) Exhibits.
Exhibit No. Description of Exhibit
10.3 Supplemental Agreement, dated January 27, 2004, among
Minghua Environmental Protection Science and Technology
Limited, Good View Bus Manufacturing (Holdings) Company
Limited, Eagle Bus Development Limited, Sin Keung Kok
and Po Yin Cheung.
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.
Date: March 29, 2004
MINGHUA GROUP INTERNATIONAL HOLDINGS LIMITED
By: /s/ Albert Wong
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Albert Wong, Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description of Exhibit
10.3 Supplemental Agreement, dated January 27, 2004, among
Minghua Environmental Protection Science and Technology
Limited, Good View Bus Manufacturing (Holdings) Company
Limited, Eagle Bus Development Limited, Sin Keung Kok
and Po Yin Cheung.