þ
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
¨
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
Delaware
(State
or other jurisdiction
of
incorporation)
|
001-33269
(Commission
File
Number)
|
20-5013347
(I.R.S.
Employer
Identification
No.)
|
Title of Each
Class
|
Name
of Each Exchange on Which Registered
|
|
Common Stock, Par value $.0001
per share
|
New
York Stock Exchange Alternext
|
|
Common Stock Purchase
Warrants
|
New
York Stock Exchange Alternext
|
|
Units consisting of one share
of Common Stock
|
New
York Stock Exchange Alternext
|
|
and
two Warrants
|
Large
accelerated filer ¨
|
Accelerated
filer ¨
|
Non-accelerated
filer ¨
|
Smaller reporting company þ
|
|||
(Do
not check if a smaller reporting
company)
|
FORWARD-LOOKING
STATEMENTS
|
1
|
||||
PART
I
|
2
|
||||
Item
1.
|
Business
|
2
|
|||
Item
1A.
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Risk
Factors
|
5
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|||
Item
1B.
|
Unresolved
Staff Comments
|
12
|
|||
Item
2.
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Properties
|
12
|
|||
Item
3.
|
Legal
Proceedings
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12
|
|||
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
12
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|||
PART
II
|
13
|
||||
Item
5.
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Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
|
13
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|||
Item
6.
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Selected
Financial Data
|
13
|
|||
Item
7.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
15
|
|||
Item
7A.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
16
|
|||
Item
8.
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Financial
Statements and Supplementary Data
|
16
|
|||
Item
9.
|
Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
|
16
|
|||
Item
9A.
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Controls
and Procedures
|
17
|
|||
Item
9B.
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Other
Information
|
19
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|||
PART
III
|
20
|
||||
Item
10.
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Directors,
Executive Officers and Corporate Governance
|
20
|
|||
Item
11.
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Executive
Compensation
|
23
|
|||
Item
12.
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
|
24
|
|||
Item
13.
|
Certain
Relationships and Related Transactions and Director
Independence
|
25
|
|||
Item
14.
|
Principal
Accountant Fees and Services
|
26
|
|||
Part
IV
|
27
|
||||
Item
15.
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Exhibits
and Financial Statement Schedules
|
27
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|||
SIGNATURES
|
41 |
|
·
|
specific
disclosure requirements on Form 8-K upon the consummation of a transaction
that effects a change in control or changes the shell company into a
non-shell company;
|
|
·
|
limitations
in the use of certain short-form registration statements under the
Securities Act while a shell company, including Form S-8 registration
statements used in connection with employee benefit
plans;
|
|
·
|
ineligibility
for certain streamlined procedures and publicity rules in connection with
public offerings while a shell company and for a period of three years
thereafter; and
|
|
·
|
unavailability
of the resale provision of Rule 144 of the Securities Act until one year
following the Form 8-K disclosure described
above.
|
|
·
|
a
development stage company that has no specific business plan or purpose or
has indicated that its business plan is to engage in a merger or
acquisition with an unidentified company or companies, or other entity or
person; and
|
|
·
|
issuing
“penny stock,” as defined in Rule 3a51-1 under the Securities Exchange Act
of 1934 (the “Exchange Act”).
|
|
·
|
may
significantly dilute the equity interest of investors in this
company;
|
|
·
|
will
likely cause a change in control if a substantial number of our shares of
common stock or voting preferred are issued, which may affect, among other
things, our ability to use our net operating loss carry forwards, if any,
and may also result in the resignation or removal of our present officers
and directors;
|
|
·
|
may
adversely affect the voting power or other rights of holders of our common
stock if we issue preferred stock with dividend, liquidation, compensation
or other rights superior to the common stock;
and
|
|
·
|
may
adversely affect prevailing market prices for our common stock, warrants
or units.
|
|
·
|
may
lead to default and foreclosure on our assets if our operating revenues
after a business combination are insufficient to pay our debt
obligations;
|
|
·
|
may
cause an acceleration of our obligations to repay the debt even if we make
all principal and interest payments when due if we breach the covenants
contained in the terms of the debt
documents;
|
|
·
|
may
create an obligation to immediately repay all principal and accrued
interest, if any, upon demand to the extent any debt securities are
payable on demand; and
|
|
·
|
may
hinder our ability to obtain additional financing, if necessary, to the
extent any debt securities contain covenants restricting our ability to
obtain additional financing while such security is outstanding, or to the
extent our existing leverage discourages other potential
investors.
|
|
·
|
make
a special written suitability determination for the
purchaser;
|
|
·
|
receive
the purchaser’s written agreement to a transaction prior to
sale;
|
|
·
|
provide
the purchaser with risk disclosure documents that identify certain risks
associated with investing in “penny stocks” and that describe the market
for these “penny stocks” as well as a purchaser’s legal remedies;
and
|
|
·
|
obtain
a signed and dated acknowledgment from the purchaser demonstrating that
the purchaser has actually received the required risk disclosure document
before a transaction in a “penny stock” can be
completed.
|
|
·
|
result
in our dependency upon the performance of a single or small number of
operating businesses;
|
|
·
|
result
in our dependency upon the development or market acceptance of a single or
limited number of products, processes or services; and subject us to
numerous economic, competitive and regulatory developments, any or all of
which may have a substantial adverse impact upon the particular industry
in which we may operate subsequent to a business combination;
or
|
|
·
|
subject
us to numerous economic, competitive and regulatory developments, any or
all of which may have a substantial adverse impact upon the particular
industry in which we may operate subsequent to a business
combination.
|
|
·
|
our
outstanding warrants, the unit purchase option granted to the underwriters
and the future dilution they potentially represent, may not be viewed
favorably by certain target
businesses.
|
|
·
|
the
amount of governmental involvement;
|
|
·
|
the
level of development;
|
|
·
|
the
growth rate;
|
|
·
|
the
control of foreign exchange; and
|
|
·
|
the
allocation of resources.
|
|
·
|
Introduce
length of qualitative financial and operation requirements (three years of
financial information) for candidate onshore
companies;
|
|
·
|
Require
SAFE registration of option plans;
|
|
·
|
Require
documentary evidence of source of foreign exchange in excess of
US$50,000;
|
|
·
|
Introduce
qualitative guidelines for retroactive SAFE applications;
and
|
|
·
|
Clarify
of the definition of PRC residency.
|
ITEM 5.
|
MARKET
FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUERPURCHASES OF EQUITY
SECURITIES
|
Common
Stock
|
Warrants
|
Units
|
||||||||||||||||||||||
(CHM)
|
(CHM.WS)
|
(CHM.U)
|
||||||||||||||||||||||
Quarter Ended
|
High
|
Low
|
High
|
Low
|
High
|
Low
|
||||||||||||||||||
2007
|
||||||||||||||||||||||||
Second
Quarter
|
$ | 5.60 | $ | 5.40 | $ | 0.79 | $ | 0.45 | $ | 6.80 | $ | 5.94 | ||||||||||||
Third
Quarter
|
$ | 5.83 | $ | 5.83 | $ | 0.63 | $ | 0.27 | $ | 6.65 | $ | 6.00 | ||||||||||||
Fourth
Quarter
|
$ | 5.95 | $ | 5.40 | $ | 0.66 | $ | 0.30 | $ | 6.60 | $ | 6.00 | ||||||||||||
2008
|
||||||||||||||||||||||||
First
Quarter
|
$ | 5.65 | $ | 5.45 | $ | 0.30 | $ | 0.15 | $ | 6.05 | $ | 5.76 | ||||||||||||
Second
Quarter
|
$ | 5.75 | $ | 5.57 | $ | 0.22 | $ | 0.15 | $ | 6.05 | $ | 5.60 | ||||||||||||
Third
Quarter
|
$ | 5.80 | $ | 4.92 | $ | 0.30 | $ | 0.15 | $ | 6.16 | $ | 5.50 | ||||||||||||
Fourth
Quarter
|
$ | 5.82 | $ | 5.20 | $ | 0.15 | $ | 0.00 | $ | 5.70 | $ | 4.95 |
Period
from
|
||||||||||||
June
7, 2006
|
||||||||||||
(inception)
to
|
||||||||||||
Year
Ended
|
Year
Ended
|
December
31, 2008
|
||||||||||
December
31, 2008
|
December
31,2007
|
(Cumulative)
|
||||||||||
Interest
Income
|
$
|
783,952
|
$
|
1,799,469
|
$
|
2,583,421
|
||||||
Formation
and Operating Cost
|
900,526
|
404,396
|
1,307,922
|
|||||||||
Income
(Loss)
|
$
|
(116,574)
|
$
|
1,395,073
|
$
|
1,275,499
|
||||||
Provision
for Income Tax
|
2,260
|
476,863
|
479,123
|
|||||||||
Net
Income (Loss)
|
$
|
(118,834)
|
$
|
918,210
|
$
|
796,376
|
||||||
Net
income (loss) per share Basic and diluted
|
$
|
(0.01)
|
$
|
0.11
|
$
|
0.09
|
||||||
Weighted
average shares outstanding Basic and diluted
|
11,876,555
|
8,724,297
|
8,660,477
|
As
of
|
As
of
|
|||||||
December
31, 2008
|
December
31, 2007
|
|||||||
Cash
|
$
|
801,965
|
$
|
850,870
|
||||
Investments
held in trust
|
$
|
57,514,171
|
$
|
57,489,612
|
||||
Prepaid
expense
|
$
|
33,712
|
$
|
51,375
|
||||
Prepaid
income tax
|
$
|
55,000
|
$
|
-
|
||||
Fixed
assets net of depreciation
|
$
|
4,674
|
$
|
4,744
|
||||
Total
assets
|
$
|
58,409,522
|
$
|
58,396,601
|
||||
Deferred
underwriting fees
|
$
|
2,133,867
|
$
|
2,133,867
|
||||
Total
liabilities
|
$
|
2,359,209
|
$
|
2,376,832
|
||||
Common
Stock and interest subject to possible conversion
|
$
|
11,178,643
|
$
|
11,029,265
|
||||
Stockholders’
equity
|
$
|
44,871,670
|
$
|
44,990,504
|
First
Quarter
|
Second
Quarter
|
Third
Quarter
|
Fourth
Quarter
|
|||||||||||||
2008
|
||||||||||||||||
Net
income (loss)
|
$
|
15,880
|
$
|
40,775
|
$
|
(15,183
|
)
|
$
|
(160,306
|
)
|
||||||
Basic
and diluted income (loss) per share
|
$
|
0.00
|
$
|
0.00
|
$
|
0.00
|
$
|
(0.01)
|
2007
|
||||||||||||||||
Net
income (loss)
|
$
|
(7
|
)
|
$
|
248,826
|
$
|
337,000
|
|
$
|
332,689
|
|
|||||
Basic
and diluted income (loss) per share
|
$
|
(0.00
|
)
|
$
|
0.03
|
$
|
0.03
|
$
|
0.03
|
Item 7.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
|
ITEM 9.
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
|
|
·
|
Pertain
to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and the dispositions of the assets of the
Company;
|
|
·
|
Provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the Company
are being made only in accordance with authorization of management and the
board of directors of the Company;
and
|
|
·
|
Provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the Company’s assets that
could have a material effect on the financial
statements.
|
Alwin
Tan
|
Steven
Wang
|
|
Chief
Executive Officer
|
Chief
Financial Officer
|
Name
|
Age
|
Position
|
||
Jack
Kang (1)
|
52
|
Chairman
of the Board
|
||
Alwin
Tan (1)
|
70
|
Chief
Executive Officer, President and Director
|
||
Steven
Wang
|
62
|
Chief
Financial Officer and Treasurer
|
||
Mark
Tan
|
41
|
Vice
President and Secretary
|
||
James
Ma (2)
|
56
|
Director
|
||
Ron
Harrod (2)
|
78
|
Director
|
||
Richard
Prins (3)
|
51
|
Director
|
||
Stanley
Chang
|
67
|
Special
Advisor
|
||
ITEM 12.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
|
Name and Address of Beneficial Owner(1)
|
Amount and
Nature
of Beneficial
Ownership
|
Percentage of Outstanding
Common Stock
|
||||||
Jack
Kang(2)
|
1,035,300 | 48.72 | % | |||||
Alwin
Tan(3)
|
1,035,300 | 48.72 | % | |||||
Steven
Wang
|
21,250 | 1.0 | % | |||||
Mark
Tan
|
21,250 | 1.0 | % | |||||
James
Ma(4)
|
4,250 | * | ||||||
Ron
Harrod
|
1,700 | * | ||||||
Richard
Prins
|
* | |||||||
All
directors and executive officers as a group (7
individuals)
|
2,119,050 | 99.72 | % |
ITEM 13.
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.
|
Number
of
|
||||
Name
|
Shares
|
Relationship to
Us
|
||
Jack
Kang
|
1,035,300
|
Chairman
of the Board
|
||
Alwin
Tan
|
1,035,300
|
|
Chief
Executive Officer, President and Director
|
|
Steven
Wang
|
21,250
|
Chief
Financial Officer and Treasurer
|
||
Mark
Tan
|
21,250
|
Vice
President and Secretary
|
||
Larry
Liou
|
4,250
|
Former
Director (resigned May 28, 2008)
|
||
James
Ma
|
4,250
|
|
Director
|
|
Stanley
Chang
|
1,700
|
Special
Advisor
|
||
Ron
Harrod
|
1,700
|
Director
(Special Advisor in 2007)
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES |
Financial
Statements
|
|
Balance
Sheet
|
33
|
Statements
of Operations
|
34
|
Statement
of Stockholders’ Equity
|
35
|
Statements
of Cash Flows
|
36
|
|
|
Notes
to Financial Statements
|
37
|
December
31, 2008
|
December
31, 2007
|
|||||||
ASSETS
|
||||||||
Current
Assets
|
||||||||
Cash
|
$ | 801,965 | $ | 850,870 | ||||
Cash
in Trust
|
57,514,171 | 57,489,612 | ||||||
Prepaid
expense
|
33,712 | 51,375 | ||||||
Prepaid
federal income tax
|
55,000 |
─
|
||||||
Total
Current Assets
|
58,404,848 | 58,391,857 | ||||||
Fixed
Asset Net of Depreciation
|
4,674 | 4,744 | ||||||
TOTAL
ASSETS
|
$ | 58,409,522 | $ | 58,396,601 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
Current
Liabilities
|
||||||||
Accounts
payable and accrued expenses
|
$ | 43,998 | $ | 9,381 | ||||
Due
to stockholder
|
168,794 | 4,245 | ||||||
Deferred
underwriting fees
|
2,133,867 | 2,133,867 | ||||||
Taxes
Payable
|
12,550 | 79,339 | ||||||
Notes
payable to stockholder
|
─
|
150,000 | ||||||
TOTAL
LIABILITIES
|
2,359,209 | 2,376,832 | ||||||
Common
stock, subject to possible redemption, 1,949,335 shares at redemption
value, and interest subject to possible redemption
|
11,178,643 | 11,029,265 | ||||||
COMMITMENTS
|
||||||||
STOCKHOLDERS' EQUITY
|
||||||||
Preferred
stock ─ $.0001 par value; 1,000,000 authorized; 0 issued and
outstanding
|
─
|
─
|
||||||
Common
stock ─ $.0001 par value; 50,000,000 shares authorized; 11,876,555
issued and outstanding (which include 1,949,335 shares subject to
possible redemption)
|
1,188 | 1,188 | ||||||
Additional
paid-in capital
|
44,074,106 | 44,074,106 | ||||||
Income
accumulated during the development stage
|
796,376 | 915,210 | ||||||
TOTAL
SHAREHOLDERS' EQUITY
|
44,871,670 | 44,990,504 | ||||||
TOTAL
LIABILITIES & STOCKHOLDERS' EQUITY
|
$ | 58,409,522 | $ | 58,396,601 |
Period
from
|
||||||||||||
June
7, 2006
|
||||||||||||
Year
Ended
|
Year
Ended
|
(inception)
to December 31, 2008
|
||||||||||
December
31, 2008
|
December
31, 2007
|
(Cumulative)
|
||||||||||
Interest
Income
|
$ | 783,952 | $ | 1,799,469 | $ | 2,583,421 | ||||||
Formation
and operating costs
|
837,776 | 340,450 | 1,181,226 | |||||||||
Delaware
franchise tax
|
62,750 | 63,946 | 126,696 | |||||||||
Income
before provision for income taxes
|
(116,574 | ) | 1,395,073 | 1,275,499 | ||||||||
Provision for
income taxes
|
2,260 | 476,863 | 479,123 | |||||||||
Net
income
|
$ | (118,834 | ) | $ | 918,210 | $ | 796,376 | |||||
Net
income per share (basic and diluted)
|
$ | ( 0.01 | ) | $ | 0.11 | $ | 0.09 | |||||
Weighted
average number of shares outstanding
(basic and diluted)
|
11,876,555 | 8,724,297 | 8,660,477 |
Income
(deficit)
|
||||||||||||||||||||
Common
Stock
|
Additional
|
accumulated
during the
|
Total
Stockholders'
|
|||||||||||||||||
Shares
|
Amount
|
paid-in Capital
|
development
stage
|
Equity
|
||||||||||||||||
Issuance
of common stock to founders and insiders on June 7, 2006 at $.01 per
share
|
2,500,000 | $ | 250 | $ | 24,750 | $ | ─ | $ | 25,000 | |||||||||||
Net
Loss
|
(3,000 | ) | (3,000 | ) | ||||||||||||||||
Balance
at December 31, 2006
|
2,500,000 | 250 | 24,750 | (3,000 | ) | 22,000 | ||||||||||||||
Surrender
and cancellation of 375,000 shares of common stock by initial stockholders
on January 24, 2007
|
(375,000 | ) | (37 | ) | 37 |
─
|
─
|
|||||||||||||
Sale
of 3,000,000 private placement warrants to the Chairman of the Board of
Directors on April 25, 2007
|
─
|
─
|
1,500,000 |
─
|
1,500,000 | |||||||||||||||
Sale
of 8,500,000 units, net of underwriters discount and offering expenses
(1,699,150 shares subject to possible redemption) on April 25,
2007
|
8,500,000 | 850 | 46,407,199 |
─
|
46,408,049 | |||||||||||||||
Proceeds
from issuance of underwriter's option
|
─
|
─
|
100
|
─
|
100 | |||||||||||||||
Sale
of 1,251,555 units, underwriter's over- allotment option, net of
underwriter's discount (250,185 shares
subject to possible redemption) on May 9, 2007
|
1,251,555 | 125 | 7,171,285 |
─
|
7,171,410 | |||||||||||||||
Proceeds
subject to possible redemption of 1,949,335 shares
|
─
|
─
|
(11,029,265 | ) |
─
|
(11,029,265 | ) | |||||||||||||
Net
income for the year ended December 31, 2007
|
─
|
─
|
─
|
918,210 | 918,210 | |||||||||||||||
Balance
at December 31, 2007
|
11,876,555 | $ | 1,188 | $ | 44,074,106 | $ | 915,210 | $ | 44,990,504 | |||||||||||
Net
loss for the year ended December 31, 2008
|
─
|
─
|
─
|
(118,834 | ) | (118,834 | ) | |||||||||||||
Balance
at December 31, 2008
|
11,876,555 | $ | 1,188 | $ | 44,074,106 | $ | 796,376 | $ | 44,871,670 |
Period
from
|
||||||||||||
June
7, 2006
|
||||||||||||
(inception)
to
|
||||||||||||
Year
Ended
|
Year
Ended
|
December
31, 2008
|
||||||||||
December
31, 2008
|
December
31, 2007
|
(cumulative)
|
||||||||||
Cash
flows from operating activities:
|
||||||||||||
Net
income
|
$ | (118,834 | ) | $ | 918,210 | $ | 796,376 | |||||
Adjustments
to reconcile net income to
|
||||||||||||
net
cash used in operating activities:
|
||||||||||||
Depreciation
|
2,211 | 200 | 2,411 | |||||||||
Changes
in:
|
||||||||||||
Accrued
expenses
|
34,617 | 9,381 | 43,998 | |||||||||
Tax
payable
|
(121,789 | ) | 79,339 | (42,450 | ) | |||||||
Prepaid
expense
|
17,663 | (51,375 | ) | (33,712 | ) | |||||||
Interest
earned on investment held in Trust Account
|
(919,202 | ) | (1,784,998 | ) | (2,704,200 | ) | ||||||
Interest
subject to possible redemption
|
149,378 |
─
|
149,378 | |||||||||
Net
cash used in operating activities:
|
(955,956 | ) | (829,243 | ) | (1,788,199 | ) | ||||||
Cash
flows from investing activities:
|
||||||||||||
Cash
held in Trust fund
|
─
|
(57,307,802 | ) | (57,307,802 | ) | |||||||
Disbursements
from trust account
|
894,643 | 1,603,188 | 2,497,831 | |||||||||
Purchase
fixed asset
|
(2,141 | ) | (4,944 | ) | (7,085 | ) | ||||||
Net
cash provided by (used in) investing
activities:
|
892,502 | (55,709,558 | ) | (54,817,056 | ) | |||||||
Cash
flows
from financing activities:
|
||||||||||||
Gross
proceeds from issuance of common stock
|
─
|
58,509,330 | 58,534,330 | |||||||||
Gross
proceeds from issuance of warrants
|
─
|
1,500,000 | 1,500,000 | |||||||||
Proceeds
from underwriter's purchase option
|
─
|
100 | 100 | |||||||||
Payment
(to)
Proceeds from stockholder's note payable
|
(150,000 | ) | 150,000 | 150,000 | ||||||||
Increase
(Decrease) in due to stockholder
|
(150,000 | ) | (150,000 | ) | ||||||||
Payment
of costs of public offering
|
─
|
(2,673,353 | ) | (2,796,004 | ) | |||||||
Advance
from shareholders
|
164,549 | 4,245 | 168,794 | |||||||||
Net
cash provided by financing
activities:
|
14,549 | 57,340,322 | 57,407,220 | |||||||||
Net
increase in cash
|
(48,905 | ) | 801,521 | 801,965 | ||||||||
Beginning
balance
|
850,870 | 49,349 |
─
|
|||||||||
Ending
balance
|
$ | 801,965 | $ | 850,870 | $ | 801,965 | ||||||
Supplemental
Schedule of Non Cash Financing Activities:
|
||||||||||||
Accruals
of deferred underwriters' fees
|
$ | 2,133,867 | $ | 2,133,867 | $ | 2,133,867 |
|
·
|
Acquisition
costs will be generally expensed as
incurred;
|
|
·
|
Noncontrolling
interests (formerly known as “minority interests” — see SFAS 160
discussion below) will be valued at fair value at the acquisition
date;
|
|
·
|
Acquired
contingent liabilities will be recorded at fair value at the acquisition
date and subsequently measured at either the higher of such amount or the
amount determined under existing guidance for non-acquired
contingencies;
|
|
·
|
In-process
research and development will be recorded at fair value as an
indefinite-lived intangible asset at the acquisition
date;
|
|
·
|
Restructuring
costs associated with a business combination will be generally expensed
subsequent to the acquisition date;
and
|
|
·
|
Changes
in deferred tax asset valuation allowances and income tax uncertainties
after the acquisition date generally will affect income tax
expense.
|
2008
|
2007
|
|||||||
Current:
|
|
|
||||||
Federal
taxes
|
$ | — | $ | 476,064 | ||||
State
taxes
|
2,260 | 800 | ||||||
Total
provision for income taxes
|
$ | 2,260 | $ | 476,864 |
Number
|
Description
|
|
3.1(i) | Amendment to Certification of Incorporation* | |
3.1(ii)
|
Amended
and Restated Certificate of Incorporation*
|
|
3.2
|
Amended
and Restated Bylaws**
|
|
4.1
|
Specimen
Unit Certificate**
|
|
4.2
|
Specimen
Common Stock Certificate**
|
|
4.3
|
Specimen
Warrant Certificate**
|
|
4.5
|
Form
of Warrant Agreement between American Stock Transfer & Trust Company
and the Registrant**
|
|
4.6
|
Form
of Underwriters’ Purchase Option**
|
|
10.1(a)
|
Letter
Agreement among the Registrant, Ferris, Baker Watts, Incorporated and Jack
Kan**
|
|
10.1(b)
|
Letter
Agreement among the Registrant, Ferris, Baker Watts, Incorporated and
Alwin Tan**
|
|
10.1(c)
|
Letter
Agreement among the Registrant, Ferris, Baker Watts, Incorporated and
Steven Wang**
|
|
10.1(d)
|
Letter
Agreement among the Registrant, Ferris, Baker Watts, Incorporated and Mark
Tan**
|
|
10.1(e)
|
Letter
Agreement among the Registrant, Ferris, Baker Watts, Incorporated and
Larry Liou**
|
|
10.1(f)
|
Letter
Agreement among the Registrant, Ferris, Baker Watts, Incorporated and
James Ma**
|
|
10.1(g)
|
Letter
Agreement among the Registrant, Ferris, Baker Watts, Incorporated and
Stanley Chang**
|
|
10.1(h)
|
Letter
Agreement among the Registrant, Ferris, Baker Watts, Incorporated and Ron
Harrod**
|
|
10.2
|
Form
of Investment Management Trust Agreement between American Stock Transfer
& Trust Company and the Registrant**
|
|
10.3
|
Form
of Stock Escrow Agreement between the Registrant, American Stock Transfer
& Trust Company and the Initial Stockholders**
|
|
10.4
|
Form
of Letter Agreement between NCIL and the Registrant regarding
administrative support**
|
|
10.5
|
Advance
Agreement between the Registrant and Jack Kang**
|
|
10.6
|
Form
of Registration Rights Agreement among the Registrant, the Initial
Stockholders and Ferris, Baker Watts, Incorporated**
|
|
10.7
|
Warrants
Placement Agreement**
|
|
10.8
|
Form
of Letter Agreement between the Registrant, Jack Kang and Ferris, Baker
Watts, Incorporated**
|
|
14
|
Code
of Ethics**
|
|
24
|
Power
of Attorney (included on signature page of this
Form 10-K)***
|
|
31.1
|
Certification
by Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002*
|
|
31.2
|
Certification
by Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002*
|
|
32
|
Certification
by Chief Executive Officer and Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of
2002*
|
*
|
Filed
herewith
|
|
**
|
Incorporated
by reference to the exhibits of the same number filed with the
Registrant’s Registration Statement on Form S-1 or amendments thereto
(File No. 333-135705)
|
|
***
|
Incorporated by reference to Annual Report Form 10-K for the year ended December 31, 2008. |
3.1(i)
|
Amendment to Certification of Incorporation | |
3.1(ii)
|
Amended and Restated Certificate of Incorporation. | |
31.1
|
Certification
by Chief Executive Officer pursuant to Section 302 of the Sarbanes
Oxley Act of 2002
|
|
31.2
|
Certification
by Chief Financial Officer pursuant to Section 302 of the Sarbanes
Oxley Act of 2002
|
|
32
|
Certification
by Chief Executive Officer and Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of
2002.
|
CHINA
HEALTHCARE ACQUISITION CORP.
|
|||
Date:
April 21, 2009
|
By:
|
/s/ Alwin Tan
|
|
Alwin
Tan
|
|||
Chief Executive Officer and
President
|
|||
By:
|
/s/ Steven Wang
|
||
Steven
Wang
|
|||
Vice
President and Treasurer
Chief Financial
Officer
|
Alwin
Tan
|
Director
|
|
|
Ron
Harrod
|
Director
|
|
|
Jack
Kang
|
Chairman
of the Board of Directors
|
|
|
James
Ma
|
Director
|
By: |
/s/
Alwin Tan
|
|
|||
Alwin
Tan
|
|