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): December 1, 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, 529000 People’s Republic of China	N/A
(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 1.01 Entry into a Material Definitive Agreement.

Amendment of Subscription Agreement

On December 1, 2011, China Growth Corporation (the “Company”) and American Access Fund, LP (the “Majority Holder”) entered into a second amendment (the “Subscription Agreement Amendment”) to that certain Subscription Agreement (the “Original Subscription Agreement”) dated December 2010, as amended by certain Amendment No. 1 to the Original Agreement May 20, 2011 (together with the Original Subscription Agreement, the “Amended Subscription Agreement”), by and among the Company and a group of accredited investors pursuant to which the Company offered (the “Offering”) and issued securities to such investors for an aggregate purchase price of $6,672,032 (the “Offering Proceeds”).  The Subscription Agreement Amendment amends and restates Section 5.5 of the Amended Subscription Agreement to provide for a series of disbursements from the Chief Financial Officer Holdback (as defined below) to the Company of $100,000 commencing on December 1, 2011 and continuing on the first day of each successive month thereafter until the remaining balance of the Chief Financial Officer Holdback is disbursed to the Company (the “Monthly Disbursements”). Under the terms of the Amended Subscription Agreement, the Company agreed that $1,500,000 of the proceeds of the Offering (the “Chief Financial Officer Holdback”) be held in the Escrow Account to secure the Company’s employment of a Qualified CFO.

An amendment of the Amended Subscription Agreement requires the approval of the Company and the holders of at least 50.1% of the Company’s preference shares then outstanding.  As of the date of the Subscription Agreement Amendment, the Majority Holder held in excess of 50.1% of the Company’s preference shares.

The foregoing description of the terms of the Subscription Agreement Amendment is qualified in its entirety by reference to the provisions of Subscription Agreement Amendment filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Report”), which is incorporated by reference herein.

Amendment of Holdback Escrow Agreement

On December 1, 2011, the Company, Anslow & Jaclin, LLP, as escrow agent (the “Escrow Agent”), and Access America Investments, LLC as the investor representative (the “Investor Representative”) entered into an amendment (the “Escrow Amendment”) to that certain Holdback Escrow Agreement (the “Original Escrow Agreement”) dated December 15, 2010, as amended by certain Amendment No. 1 to the Original Agreement May 20, 2011 (together with the Original Escrow Agreement, the “Amended Escrow Agreement”).  The Escrow Amendment amends and restates Section 4.2 of the Amended Escrow Agreement to provide for the Monthly Disbursements described above.  Under the terms of the Amended Escrow Agreement, the Chief Financial Officer Holdback was to be disbursed only upon the Company’s hiring of a qualified chief financial officer or a Good Faith Disbursement.

The foregoing description of the terms of the Escrow Amendment is qualified in its entirety by reference to the provisions of the Escrow Amendment filed as Exhibit 10.2 to this Report, which is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Amendment No. 2 to Subscription Agreement dated as of December 1, 2011 by and between China Growth Corporation and American Access Fund, LP
10.2	Amendment No. 2 to Holdback Escrow Agreement dated as of December 1, 2011 by and between China Growth Corporation, Anslow & Jaclin, LLP and Access America Investments, LLC

SIGNATURES

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.

Dated: December 7, 2011	CHINA GROWTH CORPORATION
	By:	/s/ Mingzhuo Tan
		Mingzhuo Tan
		Chief Executive Officer, President and Chairman of the Board of Directors

EX-10.1

Exhibit 10.1

AMENDMENT NO. 2 TO

SUBSCRIPTION AGREEMENT

This AMENDMENT NO. 2 TO SUBSCRIPTION AGREEMENT (this “Second Amendment”) dated as of December 1, 2011 (the “Effective Date”) is entered into by and among China Growth Corporation, a Cayman Island corporation (the “Company”), and American Access Fund, LP hereto (the “Majority Holder”).

Recitals

WHEREAS, pursuant to an offering by the Company of its securities (the “Offering”), to the Majority Holder and certain other investors (the “Investors”), the Company and the Investors entered into a Subscription Agreement, dated December 2010 (the “Original Agreement”), as amended by that certain Amendment No. 1 to the Original Agreement dated as of May 20, 2011 (the “First Amendment” and, together with the Original Agreement, the “Amended Agreement”), pursuant to which the Company sold to the Investors an aggregate of 222,402 units (the “Units”) for an aggregate purchase price of $6,672,031. Each Unit consisted of (i) two (2) shares of the Company’s Class A 6% convertible preference share (the “Preference Shares”) and (ii) a warrant to purchase five (5) of the Company’s ordinary shares at an exercise price of $4.50 per share;

WHEREAS, pursuant to Section 5.5 of the Amended Agreement, the Company agreed that $1,500,000 of the proceeds of the Offering (the “Escrow Amount”) be held in the Escrow Account to secure the Company’s employment of a Qualified CFO; provided, however that the Investor Representative may in its sole discretion authorize the Escrow Agent in writing to disburse a portion of the Chief Financial Officer Holdback, not to exceed $750,000 in the aggregate, to the Company (a “Good Faith Disbursement”);

WHEREAS, in connection with the First Amendment, $750,000 of the Chief Financial Officer Holdback was disbursed as a Good Faith Disbursement pursuant to the written authorization of the Investor Representative;

WHEREAS, as of the date of this Second Amendment, the remaining balance of the Chief Financial Officer Holdback is $750,000;

WHEREAS, notwithstanding Section 5.5 of the Amended Agreement, the Parties desire to further amend the Amended Agreement to provide for a series of disbursements from the Chief Financial Officer Holdback to the Company of $100,000 commencing on December 1, 2011 and continuing on the first day of each successive month thereafter until the remaining balance of the Chief Financial Officer Holdback is disbursed to the Company;

WHEREAS, an amendment of the Amended Agreement requires the approval of the Company and the holders of at least 50.1% of the Preference Shares then outstanding; and

WHEREAS, the Majority Holder is the holder of 233,334Preference Shares, representing approximately 52.5% of the Preference Shares outstanding as of the Effective Date.

NOW, THEREFORE, in consideration of the foregoing, and of the mutual representations, warranties, covenants, and agreements herein contained, the parties hereto agree as follows:

Agreement

Section 1.Defined Terms. Unless otherwise indicated herein, all terms which are capitalized but are not otherwise defined herein shall have the meaning ascribed to them in the Amended Agreement.

Section 2.Amendment to Amended Agreement.  Section 5.5 of the Amended Agreement is hereby amended and restated in its entirety as follows:

“5.5           Chief Financial Officer.  As soon as practicable after the Share Exchange, the Company shall employ an English-speaking Chief Financial Officer who shall have experience with financial reporting companies under Sarbanes-Oxley and other federal or state securities laws and shall also meet the approval and requirements of the Lead Investor, which such approval shall not be unreasonably withheld (a “Qualified CFO”).  To secure the Company’s employment of a Qualified CFO, $1,500,000 (the “Chief Financial Officer Holdback”) of the Offering proceeds shall be held in escrow and subject to the terms and provisions of the Holdback Escrow Agreement.  Notwithstanding the foregoing: (i) the Lead Investor may in its sole discretion authorize, in writing, the escrow agent appointed pursuant to the Holdback Escrow Agreement to disburse a portion of the Chief Financial Officer Holdback, such portion not to exceed $750,000 in the aggregate, to the Company (a “Good Faith Disbursement”); and (ii) the Company and the Investor Representative agree that, commencing on December 1, 2011 and on the first day of each successive month thereafter (each, a “Monthly Disbursement Date”), the Escrow Agent shall cause to be disbursed $100,000 (the “Disbursement Amount”) of the Chief Financial Officer Holdback from the Escrow Account to the Company (each, a “Monthly Disbursement”) until all of the Chief Financial Officer Holdback is disbursed to the Company; provided, however, that, if prior to giving effect to a Monthly Disbursement, the remaining amount of the Chief Financial Holdback is less than $100,000 (a “Disbursement Shortfall”), the Disbursement Amount with respect to such Monthly Disbursement shall be equal to the amount of such Disbursement Shortfall.  Any portion of the Chief Financial Officer Holdback not disbursed pursuant to a Good Faith Disbursement or a Monthly Disbursement shall continue to be held in escrow in accordance with the terms and provisions of the Holdback Escrow Agreement.”

Section 3.Ratifications; Inconsistent Provisions. Except as otherwise expressly provided herein, the Amended Agreement, is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that on and after the Effective Date: (i) all references in the Amended Agreement to “this Agreement”, “hereto”, “hereof”, “hereunder” or words of like import referring to the Amended Agreement shall mean the Amended Agreement as amended by this Second Amendment and  (ii) all references in the other Transaction Documents, to “the Subscription Agreement”, “the Subscription Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Amended Agreement shall mean the Amended Agreement as amended by this Second Amendment.  Notwithstanding the foregoing to the contrary, to the extent that there is any inconsistency between the provisions of the Amended Agreement and this Second Amendment, the provisions of this Second Amendment shall control and be binding.

Section 4.Counterparts. This Second Amendment may be executed in any number of counterparts, all of which will constitute one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.  Facsimile or other electronic transmission of any signed original document shall be deemed the same as delivery of an original.

IN WITNESS WHEREOF, the Majority Holder and the Company have caused this Second Amendment to be duly executed as of the date first written above.

Company:

CHINA GROWTH CORPORATION

By:   /s/ Mingzhuo Tan                                      

Name: Mingzhuo Tan

Title: President and Chief Executive Officer

Majority Holder:

AMERICAN ACCESS FUND, LP

By:  /s/  Christopher Efird                                   

Name: Christopher Efird

Title: Managing Partner

EX-10.2

Exhibit 10.2

AMENDMENT NO. 2 TO

HOLDBACK ESCROW AGREEMENT

This AMENDMENT NO. 2 TO HOLDBACK ESCROW AGREEMENT (this “Second Amendment”) dated as of December 1, 2011 (the “Effective Date”) is entered into by and among China Growth Corporation, a Cayman Island corporation (the “Company”), Anslow & Jaclin, LLP (the “Escrow Agent”) and Access America Investments, LLC hereto (the “Investor Representative”).

Recitals

WHEREAS, the Company, the Escrow Agent and the Investor Representative are parties to that certain Holdback Escrow Agreement dated as of December 15, 2010 (the “Original Agreement”), as amended by that certain Amendment No. 1 to the Original Agreement dated as of May 20, 2011 (the “First Amendment” and, together with the Original Agreement, the “Amended Agreement”);

WHEREAS, pursuant to Section 4.2 of the Amended Agreement the Company agreed that $1,500,000 of the proceeds of the Offering (the “Escrow Amount”) be held in the Escrow Account until a Qualified CFO has been appointed whereupon the Investor Representative shall execute and deliver to the Escrow Agent written instructions to release the Chief Financial Officer Holdback to the Company; provided, however that the Investor Representative may in its sole discretion authorize the Escrow Agent in writing to disburse a portion of the Chief Financial Officer Holdback, not to exceed $750,000 in the aggregate, to the Company (a “Good Faith Disbursement”);

WHEREAS, in connection with the First Amendment, $750,000 of the Chief Financial Officer Holdback was disbursed as a Good Faith Disbursement pursuant to the written authorization of the Investor Representative;

WHEREAS, as of the date of this Second Amendment, the remaining balance of the Chief Financial Officer Holdback is $750,000;

WHEREAS, notwithstanding Section 4.2 of the Amended Agreement, the Parties desire to further amend the Amended Agreement to provide for a series of disbursements from the Chief Financial Officer Holdback to the Company of $100,000 commencing on December 1, 2011 and continuing on the first day of each successive month thereafter until the remaining balance of the Chief Financial Officer Holdback is disbursed to the Company;

WHEREAS, on the date hereof, the Company and the Lead Investor (as defined in the Subscription Agreement) have entered into that certain Second Amendment to Subscription Agreement; and

WHEREAS, an amendment of the Amended Agreement requires the approval of the Company, the Escrow Agent and the Investor Representative.

NOW, THEREFORE, in consideration of the foregoing, and of the mutual representations, warranties, covenants, and agreements herein contained, the parties hereto agree as follows:

Agreement

Section 1.Defined Terms. Unless otherwise indicated herein, all terms which are capitalized but are not otherwise defined herein shall have the meaning ascribed to them in the Amended Agreement.

Section 2.Amendment to Amended Agreement.  Section 4.2 of the Amended Agreement is hereby amended and restated in its entirety as follows:

“4.2           Pursuant to Section 5.5 of the Subscription Agreement, during the Nomination Period, the Company shall employ an English-speaking Chief Financial Officer who shall have experience with financial reporting companies under the Sarbanes-Oxley Act of 2002 and other federal or state securities laws and shall also meet the approval, which shall not be unreasonably withheld, and requirements of the Investor Representative (a “Qualified CFO”). To secure the hiring of a Qualified CFO, the Chief Financial Officer Holdback shall be held in the Escrow Account until a Qualified CFO has been appointed.  Notwithstanding the foregoing: (i) the Investor Representative may in its sole discretion authorize the Escrow Agent in writing (a “Good Faith Disbursement Notice”) to disburse a portion of the Chief Financial Officer Holdback, such portion not to exceed $750,000 in the aggregate, to the Company (a “Good Faith Disbursement”); and (ii) the Company and the Investor Representative agree that, commencing on December 1, 2011 and on the first day of each successive month thereafter (each, a “Monthly Disbursement Date”), the Escrow Agent shall cause to be disbursed $100,000 (the “Disbursement Amount”) of the Chief Financial Officer Holdback from the Escrow Account to the Company (each, a “Monthly Disbursement”) until all of the Chief Financial Officer Holdback is disbursed to the Company; provided, however, that, if prior to giving effect to a Monthly Disbursement, the remaining amount of the Chief Financial Holdback is less than $100,000 (a “Disbursement Shortfall”), the Disbursement Amount with respect to such Monthly Disbursement shall be equal to the amount of such Disbursement Shortfall.  Any portion of the Chief Financial Officer Holdback not disbursed pursuant to a Good Faith Disbursement or a Monthly Disbursement shall continue to be held in the Escrow Account in accordance with the terms of this Agreement.”

Section 3.Ratifications; Inconsistent Provisions. Except as otherwise expressly provided herein, the Amended Agreement, is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that on and after the Effective Date: (i) all references in the Amended Agreement to “this Agreement”, “hereto”, “hereof”, “hereunder” or words of like import referring to the Amended Agreement shall mean the Amended Agreement as amended by this Second Amendment and  (ii) all references in the other Transaction Documents, to “the Holdback Escrow Agreement”, “the Holdback Escrow Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Amended Agreement shall mean the Amended Agreement as amended by this Second Amendment.  Notwithstanding the foregoing to the contrary, to the extent that there is any inconsistency between the provisions of the Amended Agreement and this Second Amendment, the provisions of this Second Amendment shall control and be binding.

Section 4.Counterparts. This Second Amendment may be executed in any number of counterparts, all of which will constitute one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.  Facsimile or other electronic transmission of any signed original document shall be deemed the same as delivery of an original.

[Signatures follow on next page]

IN WITNESS WHEREOF, the Company, the Escrow Agent and the Investor Representative have caused this Second Amendment to be duly executed as of the date first written above.

Company:

CHINA GROWTH CORPORATION

By: /s/ Mingzhuo Tan

Name: Mingzhuo Tan

Title: President and Chief Executive Officer

Escrow Agent:

ANSLOW & JACLIN, LLP

By: /s/Richard I. Anslow

Name: Richard I. Anslow

Title: Managing Partner

Investor Representative:

ACCESS AMERICA INVESTMENTS, LLC

By: /s/ Christopher Efird          

Name: Christopher Efird

Title: President

[Signature Page to Second Amendment to Holdback Escrow Agreement]