8-K

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): June 28, 2011

CHINA GROWTH CORPORATION

(Exact name of registrant as specified in its charter)

Cayman Islands	000-52339	N/A
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

#99 Jianshe Road 3, Pengjiang District, Jiangmen City, Guangdong Province, People’s Republic of China	529000
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (86) (750) 395-9988

Not Applicable

(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:

o          Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o           Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

o           Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

o           Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 28, 2011, Patrick S.H. Chan was dismissed from the position of interim Chief Financial Officer of China Growth Corporation (the “Company”), with such dismissal effective immediately.  Mr. Chan’s dismissal is not a result of any disagreement with the Company on any matters relating to the Company’s operations, policies or practices.  

On June 28, 2011, the Company appointed Mr. Tin Nang (Chris) Lui as its new Chief Financial Officer.  Mr. Lui, 53, will be responsible for directing all aspects of the Company’s financial management and reporting.

Mr. Lui is the owner and founder of T.N. Lui & Co., a Hong Kong company established in January 1997, which provides advisory services in tax, insolvency and audit matters for small to medium sized businesses in a variety of industries. Mr. Lui is a fellow member of the Institute of Chartered Accountants in England & Wales and the Hong Kong Institute of Certified Public Accountants. Mr. Lui is also a member of the Chartered Institute of Management Accountants in United Kingdom. Mr. Lui graduated from University of Bradford in the United Kingdom with a Masters Degree in Business Administration.  Mr. Lui also received a Bachelor of Science Degree in Accounting and Data Processing from the University of Leeds in the United Kingdom.

Mr. Lui does not have any family relationship with any directors or other executive officers. There is no arrangement or understanding between Mr. Lui and any other person pursuant to which Mr. Lui was selected as an officer.  There are no transactions between the Company and Mr. Lui that would require disclosure under Item 404(a) of Regulation S-K.

Pursuant to an employment agreement that the Company entered into with Mr. Lui on June 28, 2011 (the “Employment Agreement”), Mr. Lui’s employment commences on July 1, 2011 and will expire on June 30, 2012.  Mr. Lui’s employment may be terminated by the Company upon thirty (30) days’ notice by the Company if Mr. Lui is unable to fulfill his duties as the Chief Financial Officer or breaches his obligations under the Employment Agreement.  However, either party may terminate the Employment Agreement upon fifteen (15) days’ notice to the other party during the first three months of the employment term.  Mr. Lui is entitled to receive an annual salary of $60,000 before taxes and may receive a discretionary bonus at the year end during the employment.

The foregoing summary of the material terms and provisions of the Employment Agreement is qualified in its entirety by reference to the Employment Agreement filed as Exhibit 10.1 to this report, which is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.      Description

10.1                   Employment Agreement dated as of June 28, 2011.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	CHINA GROWTH CORPORATION
Date: July 5, 2011	By:	/s/ Mingzhuo Tan
		Mingzhuo Tan President and Chief Executive Officer, Chairman of the Board

EX-10.1

Exhibit 10.1

Employment Agreement

This Employment Agreement (this “Agreement”) is made and entered into by and between the following parties on June 28, 2011 in Jiangmen City, the People’s Republic of China (“China” or “PRC”).

Party A (Employer): CHINA GROWTH CORPORATION，a company incorporated under the laws of Cayman Islands.

Party B (Employee): Tin Nang (Chris) Lui, a Hong Kong resident，whose ID number / passport number is G068765(A).

In consideration of the mutual promises and covenants made herein, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, Party A and Party B (collectively the “Parties”) hereby agree as follows:

1   Term

1.1   This Agreement shall have a term from July 1, 2011 to June 30, 2012 and will be automatically terminated upon the expiration of term.  The probation period shall be three months, commencing from July 1, 2011 till September 30, 2011.  During the probation period, either party is entitled to terminate this Agreement by giving the other party fifteen days’ prior notice.

1.2   The Parties may renew this Agreement through mutual agreement during a period of one month immediately preceding the expiration of the term.  If no such mutual agreement is reached, this Agreement will be terminated automatically upon the expiration of the term.

1.3   During the term of this Agreement, if Party B is unable to fulfill the duties of his position or breaches his obligations under the terms hereof, Party A is entitled to terminate this Agreement by giving Party B thirty days’ prior notice.

2   Position

2.1   Party A agrees to engage Party B as chief financial officer pursuant to the work needs of Party A and the desire of Party B.  Party B shall assume the following work tasks, including but not limited to:

(1)   to formulate the financial objective, policy and procedure of Party A;

(2)   to establish and improve Party A’s financial system, internal control system, give guidance and training to Party A’s financial personnel, coordinate with Party A’s auditors and ensure the quality control of the financial information;

(3)   to review the financial statements, prepare and submit the financial analysis and management report to Party A; participate in the analysis, feasibility studies and decision-making of Party A’s investments, provide trace analysis of various financial indicators and reveal the potential operational problems for Party A’s reference in decision-making;

(4)   to handle matters related to US accounting principles, review and revise the Form 10-K annual report, Form 10-Q quarterly report and other filings involved financials of listing company; and

(5)   to handle other assignments designated by Party A.

2.2   Per Party B’s request, Party B adopts flexible working hours system and is free to choose his working place.  However, Party A is entitled to request Party B perform his duty within specific time limit at specific place as designated by Party A otherwise.

2.3   Party B shall maintain timely and adequate communications with Party A and Party A’s listing working group.

3   Compensation

3.1   Party B’s pre-tax compensation is US$60,000 for the full term of this Agreement.

3.2   During the term of this Agreement, Party A shall reimburse Party B for his office expenses in the performing of his duties upon the present of invoices for such office expenses.

3.3   Upon fully consultation, Party B is entitled to extra year-end awards for his outstanding performance.

4   Party B’s Obligations

4.1   Party B shall devote his full time, attention and skills during the working hours designated by Party A exclusively to the performance of his duties herein, and effectively perform his duties and make his best endeavors to ensure the satisfactory accomplishment of the assignments to him by Party A;

4.2   Party B shall perform his duties herein faithfully and diligently for Party A in accordance with the terms herein, the rules and policies of Party A and the applicable laws and regulations, engage in no activities which are in violation of any PRC laws or regulations or may be prejudicial to the interests of Party A, and seek no personal gains, directly or indirectly, by utilizing his position or power in Party A.

5   Confidentiality

Party B shall strictly keep the proprietary and confidential information of Party A confidential and shall abide by the confidentiality rules set forth by Party A.  Party B shall not use any information of Party A, or disclose any information of Party A to any third parties, except for the interest of Party A or with Party A’s prior written consent.  The Parties shall execute and abide by a separate Confidential Agreement.

6   Miscellaneous

6.1   This Agreement is made in duplicate and each party holds one copy.  This Agreement becomes effectively upon the execution of the Parties.

6.2   This Agreement shall be interpreted in accordance with and governed by the PRC laws.  Any dispute arising out of the interpretation and performance of this Agreement shall be settled through friendly consultation between the Parties.  If the Parties fail to reach a solution through friendly consultation, one or both parties can bring such dispute to China International Economic and Trade Arbitration Commission South China Sub-commission in accordance with its then-effective arbitration rules.  The arbitration shall be conducted in Shenzhen, and the language used during arbitration shall be Chinese.  The arbitration ruling shall be final and binding on both Parties.

The Parties have executed this Agreement as of the date first above written.

CHINA GROWTH CORPORATION	Tin Nang (Chris) Lui
Authorized Signature:/s/Mingzhuo Tan                              Name: Mingzhuo Tan Title: Chairman of the Board	Signature: /s/Tin Nang (Chris) Lui                                Name: Tin Nang (Chris) Lui