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): August 16, 2008
Global Pharmatech, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 333-67884 33-0976805
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
509 Maoxiang Street, High-Technology Industrial Development Zone,
Changchun, Jilin, People's Republic of China 130012
(Address of Principal Executive Offices and Zip Code)
Registrant's telephone number, including area code: 011-86-431 8554 1826
(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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On August 16, 2008, Jilin Tian Yao Science and Technology Limited Company
("JTY"), a wholly-owned subsidiary of Global Pharmatech, Inc. ( "Registrant")
entered into an Equity and Claim Transfer Agreement ("Transfer Agreement") with
Jilin Henghe Weikang Pharmaceuticals Limited ("Henghe") whereby JTY agreed to
assign and transfer to Henghe its rights and obligations under that certain
Equity and Claim Transfer Agreement, dated May 11, 2007, by and between JTY and
Mr. Daojun Wang and that certain Stock Pledge Agreement, dated May 11, 2007, by
and between JTY, as Pledgee, and Mr. Daojun Wang, as Pledgor (collectively, the
"2007 Agreements"). The 2007 Agreements provided for, among other things, the
transfer and sale of JTY's 95% equity interest in Jilin Huangzhihua
Pharmaceutical Limited (formerly Jilin Yicaotang Pharmaceutical Co., Ltd.,
"HZH") to Mr. Wang. In exchange for the assignment and transfer of JTY's rights
and obligations under the 2007 Agreements, Henghe agreed to pay JTY RMB 8.4
million, consisting of RMB 5 million due and payable by December 30, 2008 and
RMB 3.4 million due and payable by April 30, 2009. For more information
regarding JTY's rights and obligations under the 2007 Agreements that have been
transferred to Henghe, please see our Current Report on Form 8-K and the
exhibits thereto filed with the U.S. Securities and Exchange commission on May
18, 2007.
Upon the payment of RMB 5 million to JTY, JTY will transfer its rights and
obligations under the 2007 Agreements to Henghe, and Henghe will be entitled to
all rights as a shareholder of Jilin Huangzhihua Pharmaceutical Limited
(formerly Jilin Yicaotang Pharmaceutical Co., Ltd., "HZH"). After JTY has
transferred the aforesaid rights and obligations to Henghe, Henghe will pay an
additional RMB 3.4 million to JTY by April 30, 2009. After JTY has received the
payment of RMB 3.4 million, JTY will transfer its 95% equity interest in HZH to
Henghe.
In the event that JTY does not fullfill its obligations under the Transfer
Agreement after receiving payment in full from Henghe , it will compensate
Henghe by making a payment to Henghe equal to twice the amount of the payments
Henghe made to JTY under the Transfer Agreement. In the event that Henghe fails
to make payments on the due dates, Henghe will pay JTY 0.2% per day interest of
the remaining balance .
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits:
No. Description
----- -----------
10.1 Equity and Claim Transfer Agreement, dated August 16, 2008, by and
between Jilin Tian Yao Science and Technology Limited Company and
Jilin Henghe Weikang Pharmaceuticals Limited.
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SIGNATURE
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.
Dated: August 21, 2008 Global Pharmatech, Inc.
By: /s/ Lianqin Qu
-----------------------------------------
Name: Lianqin Qu
Title: President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
----------- -----------
10.1 Equity and Claim Transfer Agreement, dated August 16, 2008, by and
between Jilin Tian Yao Science and Technology Limited Company and
Jilin Henghe Weikang Pharmaceuticals Limited.