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):
April 15, 2004 (April 13, 2004)
MINGHUA GROUP INTERNATIONAL HOLDINGS LIMITED
(Exact name of registrant as specified in its charter)
New York 0-30183 13-4025362
(State or Other Jurisdiction of (Commission File Number) (IRS Employer Identification No.)
Incorporation or Organization)
Guangdong Bian Fang Building
10th Floor
Fujing Road
Futian District, Shenzhen, 518033
People's Republic of China
(Address of Principal Executive Offices)
+852-6011-6767
(Registrant's Telephone Number)
ITEM 1. CHANGE IN CONTROL OF REGISTRANT.
AMENDMENT TO CONTRACTS WITH QIANG LONG
Minghua Group International Holdings Limited ("Minghua") and Qiang Long
Real Estate Development Co., Ltd. ("Qiang Long") are parties to the following
contracts which will result in a change of control of Minghua as reported in the
current report of Minghua on Form 8-K filed by Minghua on February 12, 2004: (i)
that certain Regulation S Subscription Agreement, dated September 29, 2003 (the
"September 29 Contract"), between Minghua and Qiang Long and (ii) that certain
contract, dated January 29, 2004 (the "January 29 Contract" and together with
the September 29 Contract, the "Contracts"), between Minghua and Qiang Long.
Pursuant to the September 29 Contract Qiang Long is obligated to purchase
15,000,000 shares of Minghua's Common Stock for US$6,000,000, in the aggregate.
Upon signing the September 29 Contract Qiang Long funded US$602,410 of the
subscription price and Minghua issued to Qiang Long 1,511,488 shares of its
common stock for such funds. Qiang Long then funded an additional US$1,204,820
on January 9, 2004 and received 3,023,998 additional shares of Minghua common
stock for such funds. The September 29 Contract also required that Qiang Long
fund US$4,192,770 on February 29, 2004. To date, Qiang Long has not made this
final payment (the "February Payment").
Pursuant to the January 29 Contract, Qiang Long agreed to purchase
140,000,000 shares of Minghua's Common Stock at an aggregate purchase price of
US$29,400,000. The January 29 Contract requires that the acquisition of these
shares take place in two installments. On April 15, 2004, Qiang Long is required
to pay (the "April Payment") US$12,600,000 for 60,000,000 shares of Minghua's
Common Stock. Thereafter, the Company was to hold an annual stockholders meeting
at which the stockholders would vote upon an amendment to Minghua's Certificate
of Incorporation that would increase the number of authorized shares to a higher
number such that Minghua would have enough authorized shares to satisfy its
obligations under the January 29 Contract. Qiang Long would then pay (the "Final
Payment") the second installment of US$16,800,000 within 15 days of the
effective date of such amendment and receive the remaining 80,000,000 shares of
Minghua Common Stock at that time.
On April 13, 2004, Minghua and Qiang Long entered into a letter agreement
(the "Qiang Long Letter Agreement") providing for an extension of the time
within which Qiang Long is required to make each of the February Payment, the
April Payment and the Final Payment. The due date for the February Payment was
extended from February 29, 2004 to May 31, 2004. The due date for the April
Payment was extended from April 15, 2004 to October 15, 2004 and the due date
for the Final Payment was extended to November 30, 2004.
AGREEMENT OF DIRECTORS TO RESIGN
In connection with entering into the Qiang Long Letter Agreement, Chu Quan
Li, Minghua's Chairman, Albert Wong, Minghua's CEO and a director, and Kuen
Kwong Chan, a director of Minghua, each agreed to resign as directors of Minghua
and from all other offices that they hold with Minghua effective upon the tenth
day following the mailing to the stockholders of Minghua of an information
statement that complies with the requirements of Rule 14f-1 of the Exchange Act
of 1934.
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On January 13, 2004 Minghua entered into an investment contract (the
"January 13 Contract") with China Cardinal Limited ("China Cardinal").
Pursuant to the January 13 Contract, China Cardinal agreed to purchase
16,483,514 shares of Minghua's Common Stock for an aggregate price of
US$2,307,692. China Cardinal funded US$662,652 of the purchase price on January
18, 2004 and received 4,733,229 shares of Minghua's Common Stock. China Cardinal
was then required to fund the remaining US$1,640,040 and receive 11,750,185
shares of Minghua's Common Stock on March 31, 2004 (the "March Payment"). To
date, China Cardinal has not yet made the March Payment.
On April 13, 2004, Minghua and China Cardinal entered into a letter
agreement that amends the January 13 Contract to extend the due date of the
March Payment to May 31, 2004.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
Exhibit No. Description of Exhibit
10.1 Letter Agreement, dated as of April 13, 2004, between Minghua and
Qiang Long.
10.2 Letter Agreement, dated as of April 13, 2004, between Minghua and
China Cardinal.
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: April 15, 2004
MINGHUA GROUP INTERNATIONAL HOLDINGS LIMITED
By: /s/ Albert Wong
----------------------------------------
Albert Wong, Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description of Exhibit
10.1 Letter Agreement, dated as of April 13, 2004, between Minghua and
Qiang Long.
10.2 Letter Agreement, dated as of April 13, 2004, between Minghua and
China Cardinal.