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): October 26, 2004
(October 21, 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)
8/F East Area
Century Golden Resources Business Center
69 Banjing Road
Haidian District
Beijing, People's Republic of China
100089
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Address of Principal Executive Offices
Zip Code
+86-10-884-52568
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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 (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))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On October 21, 2004, Minghua Group International Holdings Limited, a
corporation organized under the laws of the State of New York (the "Company")
entered into a Stock Purchase Agreement with Mr. Sin Keung Kok (the "Seller").
The Seller and Top Team Holdings Limited, a British Virgin Islands
corporation and indirect wholly-owned subsidiary of the Company ("Top Team"),
formed Ming Hua Environmental Protection Science and Technology Limited, a Hong
Kong corporation ("Ming Hua EPST"). Top Team is the owner of 57% of the equity
of Ming Hua EPST and the Seller is the owner of the remaining 43% of the equity
(the "Equity") of Ming Hua EPST.
Ming Hua EPST is the sole owner of each of Good View Bus Manufacturing
(Holdings) Company Limited ("Good View") and Eagle Bus Development Limited
("Eagle"), both corporations organized under the laws of the People's Republic
of China. Good View and Eagle collectively own approximately 90% of Guangzhou
City View Bus Installation Co. Ltd. (the "Manufacturing Company") with Guangzhou
Public Automobile Company No. 2 owning the remaining 10%.
The Manufacturing Company is the owner and operator of a manufacturing
facility that the Company intends to utilize to manufacture its hybrid busses.
Pursuant to the Stock Purchase Agreement, the Company agreed to purchase
the Seller's Equity for an aggregate purchase price of RMB 14,000,000 (approx.
US$1,690,474) and become the sole beneficial owner of Ming Hua EPST, thereby
increasing its percentage beneficial ownership in the Manufacturing Company.
Under the terms of the Stock Purchase Agreement, the Company is obligated to pay
to the Seller RMB 1,000,000 (approx. US$120,748) on the seventh day following
the execution of the Stock Purchase Agreement with the remaining RMB 13,000,000
(approx. US$1,569,726) portion of the purchase price to be paid to the Seller on
the thirtieth day following the transfer of the Equity into the name of the
Company or its designee.
Upon acquisition of the Equity, the Company intends to register the Equity
in the name of Euromax International Investments Limited, an indirect
wholly-owned subsidiary of the Company.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit 10 - Stock Purchase Agreement, dated October 21, 2004, between the
Company and the Seller.
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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: October 26, 2004
MINGHUA GROUP INTERNATIONAL HOLDINGS LIMITED
By: /s/ Chang-de Li
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Chang-de Li, Chief Executive Officer
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EXHIBIT INDEX
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Exhibit Number Exhibit Description
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10 Stock Purchase Agreement, dated October 21, 2004,
between the Company and the Seller.
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