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): May 19, 2015
(May 18, 2015)
CHINA SHENGDA PACKAGING GROUP INC.
(Exact name of registrant as specified in its charter)
Nevada |
333-148232 |
26-1559574 |
(State or other jurisdiction of |
(Commission File Number) |
(IRS Employer Identification No.)
|
incorporation or organization) |
|
|
No. 2 Beitang Road
Xiaoshan Economic and
Technological Development Zone
Hangzhou, Zhejiang Province
311215
People's Republic of China
(Address of principal
executive offices)
(86) 571-82838805
(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 3.03 |
Material Modification to Rights of Security
Holders |
The disclosure set forth under Items 5.03 and 8.01 below is
incorporated herein by reference.
Item 5.03 |
Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year. |
China Shengda Packaging Group Inc. (the Company) filed a
Certificate of Change (the Certificate) pursuant to Nevada Revised Statutes
(NRS) Section 78.209 with the Secretary of State of the State of Nevada to
effect a reverse stock split (the Reverse Split) of the Companys authorized
and issued and outstanding common stock, par value $0.001 per share (the Common
Stock), at an exchange ratio of 1-for-5. The Certificate has the effect of
amending the Companys Articles of Incorporation. A copy of the Certificate is
attached hereto as Exhibit 3.1 and incorporated herein by reference.
The Reverse Split was duly approved by the Board of Directors
of the Company without shareholder approval, in accordance with the authority
conferred by Section 78.207 of the NRS. The Reverse Split became effective at
4:30 pm Eastern Standard Time on May 18, 2015 (the Effective Time). As a
result of the Reverse Split, the total number of issued and outstanding shares
of Common Stock decreased from 38,790,811 to approximately 7.76 million, and the
Companys authorized shares of Common Stock simultaneously decreased from
190,000,000 to 38,000,000 shares. No fractional shares will be issued, and no
cash or other consideration will be paid. All fractional shares created by the
Reverse Split were rounded up to the nearest whole share.
There has been no adjustment to the par value of the Common
Stock and no changes have been made to the Companys preferred stock as a result
of the Reverse Split (as of the Effective Time, the Company had no shares of
preferred stock issued or outstanding).
At the market opening on May 19, 2015, the Companys Common
Stock began trading on the NASDAQ Stock Market on a split-adjusted basis.
Trading of the Companys Common Stock will continue under the symbol CPGI. The
new CUSIP number for the Companys Common Stock following the Reverse Split is
16950v 206.
On May 18, 2015, we published a press release to announce the
Reverse Split. A copy of press release is attached hereto as Exhibit 99.1 and is
incorporated herein.
ITEM 9.01 |
FINANCIAL STATEMENTS
AND EXHIBITS |
(d) Exhibits:
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.
|
China Shengda Packaging Group
Inc. |
|
|
Date: May 19, 2015 |
|
|
|
/s/ Daliang Teng |
|
Name: Daliang Teng |
|
Title: Chief Executive Officer
|
EXHIBIT INDEX
China Shengda Packaging Group Inc. Announces One-for-Five Reverse Stock Split
HANGZHOU, CHINA, May 18, 2015 China Shengda Packaging Group Inc. (NASDAQ: CPGI) (Shengda or the Company), a leading Chinese paper packaging company, announced today that it has filed a Certificate of Change pursuant to
Section 78.209 of the Nevada Revised Statutes with the Nevada Secretary of State to effect a one (1) -for- five (5) reverse stock split (Reverse Split) of the authorized and issued and outstanding common stock, par value $0.001 per
share (Common Stock). The Reverse Split will be effective at 4:30pm Eastern Standard Time on May 18, 2015, and the Companys Common Stock will begin trading on the Nasdaq Capital Market (Nasdaq) on a split-adjusted basis
at the market opening on May 19, 2015. The Companys Common Stock will continue to trade on Nasdaq under the symbol CPGI but with a new CUSIP number 16950v 206.
As a result of the Reverse Split, every five issued and outstanding shares of the Companys Common Stock will automatically be combined into one issued and outstanding share. This will reduce the total number of issued and outstanding shares of
Common Stock from 38,790,811 to approximately 7.76 million, and the Companys authorized shares of Common Stock from 190,000,000 to 38,000,000. No fractional shares will be issued, and no cash or other consideration will be paid. All fractional
shares created by the Reverse Split will be rounded up to the nearest whole share.
The Reverse Split is intended to increase the per share trading price of the Companys Common Stock to satisfy the $1.00 minimum bid price requirement for continued listing on the Nasdaq.
For further information regarding the reverse stock
split, please refer to the Companys Form 8-K to be filed with the Securities and Exchange Commission and available on the SEC website at http://www.sec.gov following effectiveness of the Reverse Split.
About China Shengda Packaging Group Inc.
China Shengda Packaging Group Inc. is a leading paper packaging company in China. It is principally engaged in design, manufacturing and sale of flexo-printed and color-printed corrugated paper cartons in a variety of sizes and strengths. It also
manufactures corrugating medium paper and corrugated paperboards, which are used for the production of flexo-printed and color-printed cartons. The Company provides paper packaging solutions to a wide variety of industries, including food, beverage,
cigarette, household appliance, consumer electronics, pharmaceuticals, chemicals, machinery and other consumer and industrial sectors in China.
Safe Harbor Statements
This press release may contain forward-looking statements. Any statements set forth above that are not historical facts are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from
those in the forward-looking statements. Such factors include, but are not limited to, the Company's ability to develop and market new products, the ability to reach full production capacity of the new paper mill, the ability to access capital for
expansion and continued investment in R&D, the ability to acquire other companies, changes from anticipated levels of sales, changes in national or regional economic and competitive conditions, changes in relationships with customers, changes in profit margins of principal product and other factors discussed from time to time in the Company's filings with the Securities and Exchange Commission. The Company
undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
Company Contact:
China Shengda Packaging Group Inc.
Cindy Hu, Board Secretary
Tel: +86-571 8283 8770
E-mail: cindy.hu@cnpti.com
Website: http://www.cnpti.com
Investor Relations Contact:
Weitian Group LLC
Tina Xiao
Tel: +1-917-609-0333
Email: tina.xiao@weitian-ir.com
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