Form 6-K - Report of Foreign Private Issuer
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the
month of September 2005.
Commission
File Number: 333-110071
APEX
WEALTH ENTERPRISES LIMITED
Rooms
3505-06, 35th Floor
Edinburgh
Tower, The Landmark
15
Queen’s Road Central, Hong Kong |
(Address
of Principal Executive Offices) |
Indicate by check
mark whether the registrant files or will file annual reports under cover Form
20-F or Form 40-F. Form 20-F
þ Form 40-F
o
Indicate by check
mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1): Yes o No þ
Indicate by check
mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7): Yes o No þ
Indicate by check
mark whether the registrant by furnishing the information contained in this Form
is also thereby furnishing the information to the Commission pursuant to Rule
12g3-2(b) under the Securities Exchange Act of 1934. Yes o No þ
If “Yes” marked,
indicate below the file number assigned to the registrant in connection with
Rule 12g3-2(b): 82 - _________.
Apex
Wealth Enterprises Announces Completion of Acquisition or Disposition of
Assets
On
September 12, 2005, Apex Wealth Enterprises Limited (hereinafter “Apex” or the
“Company”) acquired 50,000 shares of the issued and outstanding stock of China
Safetech Holdings Limited, a British Virgin Islands corporation (“Safetech”).
The 50,000 shares of Safetech were acquired from the individual shareholders of
Safetech in a share exchange transaction in return for the issuance of 8,138,000
shares of common stock of Apex. The 50,000 shares of Safetech constitute 100% of
its issued and outstanding stock, and as a result of the transaction, Safetech
became a wholly-owned subsidiary of Apex.
The
individual shareholders of Safetech, and the number of Safetech shares acquired
from each such shareholder, are as follows:
Name |
|
Number
of Shares |
|
Whitehorse
Technology Ltd. |
|
|
32,355
shares |
|
Li
Zhi Qun |
|
|
8,645
shares |
|
Song
Yang |
|
|
6,740
shares |
|
Chen
Xing Hua |
|
|
1,470
shares |
|
Liu
Yi |
|
|
470
shares |
|
Xiong
Ling Feng |
|
|
175
shares |
|
Dong
Hao |
|
|
145
shares |
|
|
|
|
|
|
TOTAL |
|
|
50,000 |
|
The share
exchange transaction was completed pursuant to the terms of an Agreement for
Share Exchange, dated July 22, 2005. A copy of the Agreement for Share Exchange
was previously filed with the U.S. Securities and Exchange Commission as an
exhibit to the Company’s report on Form 6-K dated July 22, 2005.
Safetech
is the registered beneficial owner of 100% of Golden Group Corporation (Shen
Zhen) Ltd. (“Golden”). Golden is a corporation in the People’s Republic of China
(“PRC”) engaged in the business of the manufacturing and distribution of
security and surveillance systems, which integrates development, manufacturing,
marketing, and maintenance of digital video surveillance and network
communication together.
Apex
Wealth Enterprises Announces Changes in Control of
Registrant
Apex had
a change in control on September 12, 2005, as a result of simultaneous closings
under a Stock Purchase Agreement and an Agreement for Share Exchange, both of
which are dated July 22, 2005.
Under the Stock Purchase Agreement, Whitehorse Technology Ltd.,
purchased a total of 8,862,000 shares, or approximately 66.04% of the issued and
outstanding common stock of Apex, from First Asia International Holdings Ltd..
Whitehorse Technology Limited is the largest shareholder of China Safetech
Holdings Limited, and it completed the share purchase on its own behalf and as
an agent for the other shareholders of China Safetech Holdings, Limited. The
purchase price was a total of US $850,000, or approximately $0.096 per share.
The purchase price was paid in cash at closing from funds of Whitehorse
Technology, Ltd..
Simultaneously
with the closing under the Stock Purchase Agreement, Apex issued a total of
8,138,000 shares of its common stock to the shareholders of China Safetech
Holdings Ltd., a British Virgin Islands corporation, in the share exchange
transaction described above.
Following
the closings under the Stock Purchase Agreement and the Agreement for Share
Exchange, the Company has a total of 21,558,000 shares issued and outstanding,
of which 17,000,000, or approximately 78.86%, are owned by persons who were
previously shareholders of Safetech. Existing shareholders of the Company
retained ownership of 4,558,000 shares, or approximately 21.14% of the Company’s
issued and outstanding stock
The
following table sets forth, as of September 12, 2005, immediately following the
exchange and purchase, the stock ownership of each executive officer of the
Company, of all the executive officers and directors of the Company as a group,
and of each person known by the Company to be a beneficial owner of 5% or more
of its Common Stock. Except as otherwise noted, each person listed below is the
sole beneficial owner of the shares and has sole investment and voting power as
to such shares. No person listed below has any options, warrant or other right
to acquire additional securities of the Company, except as may be otherwise
noted.
Name
and Address |
|
Number
of Shares Beneficially Owned |
|
Percent
of Class |
Whitehorse
Technology Ltd.
4/F,
East 3/B. Technology Saige,
Hua
Qiang, Shenzhen, P.R.C., 518028 |
|
11,000,000 |
|
51.03% |
|
|
|
|
|
Li
Zhi Qun
268-1-2-501,
Hongdu Avenue Central
Dong
Hu District
Nanchang,
Jiangxi, P.R.C |
|
2,627,500 |
|
12.19% |
|
|
|
|
|
Tu
Guo Shen(1)
268-1-2-501,
Hongdu Avenue Central
Dong
Hu District
Nanchang,
Jiangxi, P.R.C |
|
13,627,500(2) |
|
63.22% |
|
|
|
|
|
Chen
Xing Hua(1)
No.401,
Building 1
31
Qu Bao Cheng
Bao
An District
Shenzhen,
Guangdong. P.R.C |
|
500,000 |
|
2.32% |
Name
and Address |
|
Number
of Shares Beneficially Owned |
|
Percent
of Class |
Song
Yang
No.5002,
Hong Li Xi Road
Fu
Tian District
Shenzhen,
Guangdong, P.R.C |
|
2,290,000 |
|
10.62% |
|
|
|
|
|
Xiong
Ling Feng(1)
202
Unit 2, Building 37, Block 5
Dormitory
of Nanchang Airplane Manufacture Corporation
Qing
Yun Pu District
Nanchang,
Jiangxi, P.R.C |
|
60,000 |
|
0.28% |
|
|
|
|
|
First
Asia International Holdings Ltd.
c/o
Room 3505-6
Edinburgh
Tower, The Landmark
15
Queen’s Road Central
Hong
Kong |
|
1,138,000 |
|
5.28% |
|
|
|
|
|
Wu
Jin Xu(1)
4/F,
East 3/B. Technology Saige,
Hua
Qiang, Shenzhen, P.R.C., 518028 |
|
0 |
|
0% |
|
|
|
|
|
Yang
Yue Hua(1)
4/F,
East 3/B. Technology Saige,
Hua
Qiang, Shenzhen, P.R.C., 518028 |
|
0 |
|
0% |
|
|
|
|
|
Dong
Lei Shi(1)
4/F,
East 3/B. Technology Saige,
Hua
Qiang, Shenzhen, P.R.C., 518028 |
|
0 |
|
0% |
|
|
|
|
|
Cui
Jian Ping(1)
4/F,
East 3/B. Technology Saige,
Hua
Qiang, Shenzhen, P.R.C., 518028 |
|
0 |
|
0% |
|
|
|
|
|
Lam
Yan(1)
4/F,
East 3/B. Technology Saige,
Hua
Qiang, Shenzhen, P.R.C., 518028 |
|
0 |
|
0% |
|
|
|
|
|
All
Officers and Directors as a Group (8 in number) |
|
18,687,500
(3) |
|
86.68% |
(1) |
The person
is an officer, a director or both. |
(2) |
Includes
11,000,000 shares owned by Whitehorse Technology Limited, a corporation.
Mr. Tu is the majority shareholder of Whitehorse and may be deemed the
beneficial owner of these shares. The total also includes the shares owned
by Li Zhi Qun, who is Mr. Tu’s wife. Mr. Tu may be deemed the beneficial
owner of these shares. |
(3) |
Includes all
shares owned beneficially by Mr. Tu, including 11,000,000 shares owned by
Whitehorse Technology Limited, of which Mr. Tu is the majority
shareholder, and 2,627,500 shares owned by Li Zhi Qun, who is Mr. Tu’s
wife. |
Apex
Wealth Enterprises Announces Anticipated Changes in its Officers and Directors
Mr. Li
Sze Tang has resigned his position as an officer and as a member of the
Company’s board of directors. This resignation will become effective on
September 27, 2005. He had formerly served as the Company’s CEO and as a member
of its board of directors. The resignation is not due to any disagreement with
the board.
Mr. Li
has agreed to appoint two new directors immediately prior to the effective date
of his resignation. The two new directors to be appointed by Mr. Li are Tu Guo
Shen and Xiong Ling Feng. It is also anticipated that the two newly appointed
directors will appoint additional members to the Company’s board of directors
including, Cui Jian Ping, Xie Yan, and Chen Xing Hua, and that the newly
appointed directors will appoint new officers.
The
following table sets forth the names and ages of the officers and directors of
the Company after the new appointments. The Company has not had standing audit,
nominating or compensation committees of the Board of Directors or committees
performing similar functions. All such applicable functions have been performed
by the Board of Directors as a whole. Apex has not engaged in any transactions
in the last two years in which any of these officers and directors had an
interest.
The
directors and executive officers currently serving the Company are as
follows:
NAME |
AGE
|
POSITION |
|
|
|
Wu
Jin Xu |
35 |
Chief
Financial Officer |
|
|
|
Yang
Yue Hua |
40 |
Chief
Technology Officer |
|
|
|
Dong
Lei Shi |
41 |
Chief
Marketing Officer |
|
|
|
Tu
Guo Shen |
39 |
CEO
and Director |
|
|
|
Xiong
Ling Feng |
54 |
Director |
|
|
|
Cui
Jian Ping |
35 |
Director |
|
|
|
Lam
Yan |
27 |
Director |
|
|
|
Chen
Xing Hua |
41 |
Director |
The
directors named above will serve until the first annual meeting of the Company’s
stockholders following completion of the share exchange and stock purchase
transaction, or until their successors have been appointed. Thereafter,
directors will be elected for one-year terms at the annual stockholders’
meeting. Officers will hold their positions at the pleasure of the board of
directors, absent any employment agreement, of which none currently exists or is
contemplated. There is no arrangement or understanding between any of the
directors or officers of the Company and any other person pursuant to which any
director or officer was or is to be selected as a director or officer, and there
is no arrangement, plan or understanding as to whether non-management
shareholders will exercise their voting rights to continue to elect the current
directors to the Company’s board. There are also no arrangements, agreements, or
understandings between non-management shareholders and management under which
non-management shareholders may directly or indirectly participate in or
influence the management of the Company’s affairs.
Biographical
Information
Mr. Wu
Jin Xu. Mr. Wu is the Chief Financial Officer of the Company. He has
experience in financial activities of corporations. From 1994 to 2004, he worked
as a financial manager for an optical storage company. He supervised financial
statements, financing activities, capital allocation, and internal controls.
From 2004 to 2005, Mr. Wu was the Chief Financial Officer of Golden Group
Corporation (Shen Zhen) Ltd. Here, he supervised financial statements analysis,
budgeting, internal control, and auditing.
Mr.
Yang Yue Hua. Mr. Yang is the Chief Technology Officer of the Company. He
has experience in surveillance systems. For at least the last five years, Mr.
Yang has worked as the Chief Technology Officer of Golden Group Corporation
(Shen Zhen) Ltd., where he is responsible for supervising the research and
development activities, technical support and production.
Mr.
Dong Lei Shi. Mr. Dong is the Chief Marketing Officer of the Company. He has
experience in marketing of technology. From 2000-2002, he was a Branch Manager
& Chief Regional Manager and was responsible for supervising branch
operation, marketing, and business development activities. From 2002-2005, Mr.
Dong acted as Chief Marketing Officer. He supervised the marketing activities
and market development procedures.
Mr. Tu
Guo Shen. Mr. Tu is the Chief Executive Officer and a director of the
Company. He has experience in surveillance and technology. From 1999 to 2001, he
served as Chief Executive Officer of Zhongshan Golden Grains Industry Limited
and as President of Jiangxi Golden Group Limited. From 2001 to 2005, Mr. Tu was
the Chief Executive Officer and Secretary of Golden Group Corporation (Shen
Zhen) Limited.
Mr. Xiong
Ling Feng. Mr. Xiong is a director of the Company. For more than five years,
he has served as the Vice President of Golden Group Corporation (Shen Zhen)
Limited. He supervises many aspects of the company and its
products.
Ms.
Cui Jian Ping. Ms. Cui is a director of the Company. For over five years,
she has served as the manager of a foods company. She has been responsible for
the importing and exporting duties of the firm.
Ms.
Lam Yan. Ms. Lam is a director of the Company. She has extensive accounting
and financial experience. She received degrees in financing and accounting from
the University of Illinois in 2002. During 2003, Ms. Lam assisted in providing
consulting services and implementing auditing programs for large Japanese
clients. From 2004 to 2005, she worked as an analyst, preparing comprehensive
investment proposals for key decision makers and assisted in making decisions.
From 2005 to the present, Ms. Lam performed due diligence reviews and assisted
senior managers with the listing process. Ms. Lam assists the President in
international business development and investor relations.
Mr.
Chen Xing Hua. Mr. Chen is a director of the Company. He has experience in
technology companies. From 1998 to 2001, he was President and General Manager of
a technology company, where he was responsible for the firm’s overall strategic
planning, operation, and business development. From 2002 to 2005, Mr. Chen
served as Vice President of the Golden Group Corporation. He assists the
president in decision making, supervising overall operations, and marketing
activities.
ITEM
9.01 Financial Statements and Exhibits
a)
|
Financial
Statements of Business Acquired |
|
The
audited financial statements of China Safetech Holdings Limited as of and
for the years ending December 31, 2004 and 2003 are not currently
available. Such financial statements shall be filed by amendment to this
report. |
b)
|
Pro
Forma Financial Information |
|
The
unaudited Pro Forma Consolidated Financial Statements of Apex Wealth
Enterprises Limited and China Safetech Holdings Limited as of December 31,
2004 and as of August 31, 2005 are not currently available. Such financial
information shall be filed by amendment to this
report. |
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.
|
|
|
|
APEX WEALTH ENTERPRISES
LIMITED |
|
|
|
|
By: |
/s/ Li Sze Tang |
|
|
|
Li Sze Tang, Chief Executive Officer and
Chairman |
Date:
September 13, 2005
8