Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b) OR 12(g) OF THE
SECURITIES
AND EXCHANGE ACT OF 1934
|
CHINA
HGS REAL ESTATE INC.
|
(Exact
name of registrant as specified in its charter)
|
FLORIDA
|
|
33-0961490
|
|
(State
of incorporation or organization)
|
|
(I.R.S.
Employer Identification No.]
|
|
6
Xinghan Road, 19th Floor, Hanzhong City
Shaanxi
Province, PRC 723000
|
|
(Address
of principal executive offices) (Zip
Code)
|
Securities
to be registered pursuant to Section 12(b) of the Act:
|
Title
of each class to be so registered:
|
Name
of each exchange on which each class is to be
registered:
|
|
|
|
|
Common
Stock, par value $0.001 per share
|
The
NASDAQ Stock Market LLC
|
If this
form relates to the registration of a class of securities pursuant to Section
12(b) of the Exchange Act and is effective pursuant to General Instruction
A.(c), check the following box. x
If this
form related to the registration of a class of securities pursuant to Section
12(g) of the Exchange Act and is effective pursuant to General Instruction
A.(d), check the following box. o
Securities
Act registration statement file number to which this form relates: N/A
Securities
to be registered pursuant to Section 12(g) of the Act: N/A
INFORMATION
REQUIRED IN REGISTRATION STATEMENT
Item
1. Description of Registrant’s
Securities to be Registered
This
registration statement on Form 8-A relates to the registration of common stock,
par value $0.001 per share (the “Common Stock”), of China HGS Real Estate Inc.,
a Florida corporation (the “Company”) pursuant to Section 12(b) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection
with the listing of the Common Stock on the NASDAQ Stock Market LLC (“NASDAQ”).
The Common Stock is presently quoted on the OTC Bulletin Board under the symbol
“CAHS.”
The
following summary does not purport to be complete and is subject to and
qualified in its entirety by the provisions of the Company’s Articles of
Incorporation, as amended (the “Amended Articles”) and Bylaws, as amended (the
“Amended Bylaws”), copies of which are incorporated herein by this
reference.
Common
Stock
As of
September 7, 2010, our authorized capital stock consists of 100,000,000 shares
of common stock, par value $0.001 per share, and 5,000,000 shares of preferred
stock, par value $0.001. As of September 7, 2010, an aggregate of
45,050,000 shares of Common Stock were issued and outstanding and no shares of
preferred stock were issued and outstanding.
Holders
of the Common Stock are entitled to one vote for each share in the election of
directors and in all other matters to be voted on by the stockholders. There is
no cumulative voting in the election of directors. Holders of Common Stock are
entitled to receive such dividends as may be declared from time to time by the
Board of Directors with respect to the Common Stock out of funds legally
available therefore and, in the event of liquidation, dissolution or winding up
of the Company, to share ratably in all assets remaining after payment of
liabilities. The holders of Common Stock have no pre-emptive or conversion
rights and is not subject to further calls or assessments.
We have
never declared or paid any cash dividends on our common stock. We do
not anticipate paying any cash dividends to stockholders in the foreseeable
future. In addition, any future determination to pay cash dividends
will be at the discretion of the Board of Directors and will be dependent upon
our financial condition, results of operations, capital requirements, and such
other factors as the Board of Directors deem relevant.
All of
the issued and outstanding shares of our common stock are duly authorized,
validly issued, fully paid and non-assessable. To the extent that additional
shares of our common stock are issued, the relative interests of existing
stockholders will be diluted.
Preferred
Stock
We are
authorized to issue 5,000,000 shares of preferred stock, par value $0.001, of
which no such shares are issued and outstanding. We have not
designated the rights and preferences of our preferred stock. The
availability or issuance of these shares could
delay, defer, discourage or
prevent a change in control.
Stock
Options
As of
September 3, 2010, the following options were outstanding:
Options
held by the Company’s three independent directors to purchase up to an aggregate
of 34,000 shares of the Company’s common stock at an exercise price of $2.60 per
share, 20% of which became exercisable on January 6, 2010, the date of grant,
and 10% of which are exercisable at the end of every quarter thereafter until
100% exercisable.
The
aforementioned options expire on January 6, 2015; except that, in the event of a
merger or consolidation of the Company, transfer or disposition of all of the
common stock of the Company, liquidation or dissolution of the Company, or a
Change in Control of the Company as the options become immediately vested and
exercisable.
In the
event of any stock split, reverse stock split, stock dividend, recapitalization,
combination of shares, reclassification of shares, spin-off or other similar
change in capitalization or event, or any dividend or distribution to holders of
Common Stock other than an ordinary cash dividend, the number, class of
securities and exercise price per share of the options listed above are subject
to adjustments.
Transfer
Agent and Registrar
Our
independent stock transfer agent is Island Stock Transfer located at 100 Second
Avenue South, Suite 705S, St. Petersburg, Florida 33701. Their phone number is
727-289-0010.
Item
2. Exhibits
|
Exhibit
No.
|
Description
|
|
3.1
|
Articles
of Incorporation of the registrant as filed with the Secretary of State of
Florida on March 27, 2001 [Incorporated by reference to Exhibit 3.1 to
registrant’s registration statement on Form SB-2 filed on August 31,
2001].
|
|
|
|
|
3.2
|
Articles
of Incorporation of the registrant as amended with the Secretary of State
of Florida on October 8, 2009 [Incorporated by reference to Exhibit 3.2 to
registrant’s quarterly report on Form 10-Q filed on August 16,
2010].
|
|
|
|
|
3.3
|
Bylaws
of the registrant adopted on April 21, 2001 [Incorporated by reference to
Exhibit 3.2 to the registrant’s registration statement on Form SB-2 filed
on August 31, 2001].
|
|
|
|
|
3.4
|
Independent
Director Agreement dated January 6, 2010 between the Company and Gordon H.
Silver [Incorporated by reference to Exhibit 10.1 to registrant’s
quarterly report on Form 10-Q filed on August 16,
2010].
|
|
|
|
|
3.5
|
Independent
Director Agreement dated January 6, 2010 between the Company and H. David
Sherman [Incorporated by reference to Exhibit 10.2 to registrant’s
quarterly report on Form 10-Q filed on August 16,
2010].
|
|
|
|
|
3.6
|
Independent
Director Agreement dated January 6, 2010 between the Company and Yuankai
Wen [Incorporated by reference to Exhibit 10.3 to registrant’s quarterly
report on Form 10-Q filed on August 16,
2010].
|
SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
|
|
China
HGS Real Estate Inc.
|
|
|
|
|
|
|
|
|
By:
|
/s/
Xiaojun Zhu
|
|
|
|
|
Xiaojun
Zhu
|
|
|
|
|
Chief
Executive Officer and Chief Financial Officer
|
|
|
|
|
(Principal
Executive Officer and Principal Accounting and Financial
Officer)
|
|
Date: September
9, 2010