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):
September 1, 2006 (August 29, 2006)
CHINA BIOPHARMACEUTICALS HOLDINGS, INC.
------------------------------
(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 602, China Life Tower
No. 16, Chaowai Street
Chaoyang District, Beijing
China
--------------------------
(Address of principal executive offices)
(86) 10 8525 1616
-------------------------------------
(Registrant's telephone number, including area code)
-------------------------------------------------------------------
(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 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
Item 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On August 29, 2006, the registrant and the shareholders of Suzhou Hengyi
Pharmaceuticals of Feedstock Co., Ltd. ("Hengyi") have agreed to rescind and
terminate the agreement dated September 29, 2004, which was amended on December
31, 2004 under which the registrant acquired 75.8 % of the ownership interest of
Hengyi for 1,200,000 shares of common stock of the registrant and additional
$1,600,000 as additional capital contribution of which $620,000 was already paid
by the registrant.
Pursuant to the recession and termination arrangement all consideration paid to
the shareholders of Hengyi, namely, 1,200,000 shares of the common stock of the
registrant and $620,000, will be returned to the registrant and the registrant
will not have any other obligations to Hengyi or its shareholders.
Simultaneously the 75.8% ownership interest of Hengyi will be returned to
Hengyi's shareholders. As a result, Hengyi will cease to be a subsidiary of the
registrant.
The registrant believes that in view of the unsatisfactory performance of
Hengyi, this recession and disposal will have a positive impact on the
registrant's performance and financial results. The registrant will use the
returned consideration for acquisitions of better candidates.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
99.1. Press release issued by the registrant on September 1, 2006.
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/ Chris Peng Mao
----------------------------------
Name: Chris Peng Mao
Title: Chief Executive Officer
Dated: September 1, 2006