000-52342
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N/A
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(Commission File Number)
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(IRS Employer Identification No.)
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1.
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By and between Tie Wang and Jiafu Guo, regarding 100% of the ordinary shares of Well Affluent Limited, held by Tie Wang;
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2.
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By and between Tie Wang and Feng Wu, regarding 100% of the ordinary shares of Thriving Riches Limited, held by Tie Wang;
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3.
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By and between Tie Wang and Mary Hu regarding 100% of the ordinary shares of Goal Fortune Limited, held by Tie Wang; and
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4.
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By and between Iwamatsu Reien and Xiangju Mu regarding 100% of the ordinary shares of Solid Wise Limited, held by Iwamatsu Reien.
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1.
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By and between Tie Wang and Kaifu Cai regarding 8,083,469 of the ordinary shares of Lunar Growth Corporation, held by Tie Wang; and
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2.
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By and between Iwamatsu Reien and Li Liu regarding 6,466,775 of the ordinary shares of Lunar Growth Corporation, held by Iwamatsu Reien.
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Names and Addresses of Beneficial Owners
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Amount and Nature
of Beneficial
Ownership (1)
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% of Class (2)
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Amount and Nature of Beneficial Ownership assuming issuance of additional 135,802,275 ordinary shares as described above (1)
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% of Class (2)
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Well Affluent Limited (3)
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8,285,554
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32.0
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66,284,443
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41.0
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Thriving Riches Limited (4)
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4,647,995
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18.0
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37,183,957
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23.0
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Solid Wise Limited (5)
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3,718,396
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14.4
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29,747,165
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18.4
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Millennium Group, Inc. (6)
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5,468,500
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21.1
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5,468,500
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3.4
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Tie Wang (7)
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13,863,148
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53.6
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110,905,191
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68.6
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Iwamatsu Reien (8)
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3,718,396
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14.4
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29,747,165
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18.4
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Kaifu Cai (7)
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1,010,434
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3.9
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8,083,469
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5.0
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Xiangju Mu (5)
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3,718,396
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14.4
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29,747,165
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18.4
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JiaFu Guo, Chairman of the Board (3)
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8,285,554
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32.0
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66,284,443
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41.0
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Feng Wu, Chief Executive Officer, Vice Chairman to the Board of Directors (4)
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4,647,995
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18.0
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37,183,957
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23.0
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Zhiyi He, Chief Financial Officer
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0
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*
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0
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*
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Jincheng Lu, Chief Operating Officer & Director
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0
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*
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0
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*
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Linglin Zhou, Director
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0
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*
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0
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*
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Maozhong Chen, Director
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0
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*
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0
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*
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All Directors and Officers as a Group (6 Persons)
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12,933,549
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50.0
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%
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103,468,400
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64.0
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%
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(1)
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Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Ordinary shares subject to securities anticipated to be exercisable or convertible at or within 60 days of the date hereof, are deemed outstanding for computing the percentage of the person holding such option or warrant but are not deemed outstanding for computing the percentage of any other person. The indication herein that shares are anticipated to be beneficially owned is not an admission on the part of the listed stockholder that he, she or it is or will be a direct or indirect beneficial owner of those shares.
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(2)
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Based on 25,867,100 ordinary shares outstanding on May 2, 2011.
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(3)
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The shares are held of record by Well Affluent Limited, a BVI company with an address at Room 2416, Fuxing International Merchant Plaza 186# Xinhua Rd. Wuhan, PRC 430022. Tie Wang has the power to vote and dispose of our ordinary shares held by Well Affluent Limited. Pursuant to a call option agreement dated April 26, 2011, Tie Wang granted Jiafu Guo an option to purchase up to 100% of the ordinary shares of Well Affluent Limited at a price of $0.0001 per share upon the satisfaction of the Call Option Conditions, in two tranches of 50% each. The address for Jiafu Guo is Room 2416, Fuxing International Merchant Plaza 186# Xinhua Rd. Wuhan, PRC 430022. For further discussion on call option conditions, see the section of this Form 8-K entitled “Call Option Agreements,” beginning on page 6.
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(4)
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The shares are held of record by Thriving Riches Limited, a BVI company with an address at Room 2416, Fuxing International Merchant Plaza 186# Xinhua Rd. Wuhan, PRC 430022. Tie Wang has the power to vote and dispose of our ordinary shares held by Thriving Riches Limited. Pursuant to a call option agreement dated April 26, 2011, Tie Wang granted Feng Wu an option to purchase up to 100% of the ordinary shares of Thriving Riches Limited at a price of $0.0001 per share in two tranches of 50% each, subject to the Call Option Conditions. The address for Feng Wu is Room 2416, Fuxing International Merchant Plaza 186# Xinhua Rd. Wuhan, PRC 430022. For further discussion on call option conditions, see the section of this Form 8-K entitled “Call Option Agreements,” beginning on page 6.
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(5)
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The shares are held of record by Solid Wise Limited, a BVI company with an address at Room 2416, Fuxing International Merchant Plaza 186# Xinhua Rd. Wuhan, PRC 430022. Iwamatsu Reien has the power to vote and dispose of our ordinary shares held by Solid Wise Limited. Pursuant to a call option agreement dated April 26, 2011, Iwamatsu Reien granted Xiangju Mu an option to purchase up to 100% of the ordinary shares of Solid Wise Limited at a price of $0.0001 per share upon certain conditions being met, in two tranches of 50% each, subject to the Call Option Conditions. Xiangju Mu and Iwamatsu Reien are each directors of Solid Wise Limited. The address for Xiangju Mu is Room 1-3-101, No. Jia 18, Yanjingli Zhongjie, Chaoyang District, Beijing 100025, PRC. For further discussion on call option conditions, see the section of this Form 8-K entitled “Call Option Agreements,” beginning on page 6.
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(6)
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The address for this shareholder is 9551 Wilshire Boulevard, Second Floor, Beverly Hills, CA 90212. Jonathan Mork has the power to vote and dispose of the shares held by Millennium Group, Inc.
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(7)
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Tie Wang has the power to vote and dispose of our ordinary shares held of record by Well Affluent Limited (see note 3), Thriving Riches Limited (see note 4) and Goal Fortune Limited, a BVI company that is the record holder of 929,599 of our ordinary shares as of the date of this Form 8-K and to which we are obligated to issue an additional 6,507,192 ordinary shares. Goal Fortune Limited has an address at Room 2416, Fuxing International Merchant Plaza 186# Xinhua Rd. Wuhan, PRC 430022. Pursuant to a call option agreement dated April 26, 2011, Tie Wang granted Mary Hu an option to purchase up to 100% of the ordinary shares of Goal Fortune Limited at a price of $0.0001 per share, in two tranches of 50% each subject to the Call Option Conditions. Does not include 1,010,434 ordinary shares held of record by Tie Wang and an additional 7,073,035 ordinary shares that we are obligated to issue to Mr. Wang. Mr. Wang has granted a purchase option for all 8,083,469 of such shares to Kaifu Cai, which such purchase option vests in two tranches of 50% each, and which is subject to the Call Option Conditions. Mr. Wang has granted Kaifu Cai the exclusive, immediate and irrevocable right to vote and dispose of the 8,083,469 ordinary shares of Lunar Growth that he does or will hold directly. For further discussion on call option conditions, see the section of this Form 8-K entitled “Call Option Agreements,” beginning on page 6. Tie Wang’s address is Room 2416, Fuxing International Merchant Plaza 186# Xinhua Rd. Wuhan, PRC 430022. Kaifu Cai’s address is 14/F, Building 10, Guanyinshan International Business Center, Siming District, Xiamen, PRC 361008..
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(8)
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Iwamatsu Reien has the power to vote and dispose of the shares held of record by Solid Wise Limited (see note 5). Does not include 808,347 ordinary shares held of record by Iwamatsu Reien and an additional 5,658,428 ordinary shares that we are obligated to issue to Ms. Reien. Ms. Reien has granted a purchase option for all 6,466,775 of such shares to Li, Liu which vests in two tranches of 50% each, and which is subject to the Call Option Conditions. Ms. Reien has granted Li Liu the exclusive, immediate and irrevocable right to vote and dispose of the 6,466,775 ordinary shares of Lunar Growth that he does or will hold directly. Iwamatsu Reien’s address is Suite 1502, No.4 Danyuan, Langyuan No.4 Building, Star River, Chaoyang Beilu ,Chaoyang District, Beijing 100025, PRC.
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LUNAR GROWTH CORPORATION
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By:
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/s/ Feng Wu | |
Name: Feng Wu
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Title: Chief Executive Officer |