-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KrsfHLqC+c2TIAwKXy0mmwLLz6GVrxmBljyR7Wwx1bGzZRVit7kXgwtW2srBdaAe OY6dg5lcut4HD1yvPb1ivg== 0001144204-10-001554.txt : 20100112 0001144204-10-001554.hdr.sgml : 20100112 20100112115624 ACCESSION NUMBER: 0001144204-10-001554 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100112 FILED AS OF DATE: 20100112 DATE AS OF CHANGE: 20100112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHINA FUNDAMENTAL ACQUISITION CORP CENTRAL INDEX KEY: 0001429360 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 980562157 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53233 FILM NUMBER: 10521973 BUSINESS ADDRESS: STREET 1: ROOM 2301 WORLDWIDE HOUSE STREET 2: 19 DES VOEUX ROAD CITY: CENTRAL HONG KONG STATE: K3 ZIP: 00000 BUSINESS PHONE: 852 2169 6390 MAIL ADDRESS: STREET 1: ROOM 2301 WORLDWIDE HOUSE STREET 2: 19 DES VOEUX ROAD CITY: CENTRAL HONG KONG STATE: K3 ZIP: 00000 6-K 1 v171186_6k.htm Unassociated Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
  
For the month of January 2010

CHINA FUNDAMENTAL ACQUISITION CORPORATION
(Exact Name of Registrant as Specified in Charter)

Cayman Islands
  
000-53233
  
98-0562157
(State or Other Jurisdiction
of Incorporation)
  
(Commission
File Number)
  
(IRS Employer
Identification No.)

Room 2301, 19 Des Voeux Road, Central, Hong Kong
    
(Address of Principal Executive Offices)
  
(Zip Code)
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
 
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
 
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
 
Yes o                      No x
 
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-_______________.
 
 
Other Events

On January 12, 2010, China Fundamental Acquisition Corporation (“China Fundamental”) issued a press release informing its shareholders that the shareholders’ meeting to vote on its previously announced proposed acquisition of Beijing Wowjoint Machinery Co., Ltd. and its associated companies (collectively “Wowjoint”) would take place on February 12, 2010.  The record date for the meeting was set as January 15, 2010.

Where to Find Additional Information

China Fundamental is a foreign private issuer. As such, the proxy statement and other proxy materials with respect to the proposed acquisition will not be subject to preliminary review and comment by the U.S. Securities and Exchange Commission (the “SEC”). The proxy statement with respect to the proposed acquisition will contain risk factor disclosure alerting its shareholders to the fact that its proxy materials have not been reviewed by the SEC and may not have all of the material disclosures required to be included under the SEC’s rules.

China Fundamental will submit to the SEC the final proxy statement, under cover of a Form 6-K, in connection with the proposed acquisition described herein.

Shareholders are urged to carefully read the final proxy statement and any other relevant documents filed with the SEC when they become available, because they will contain important information about China Fundamental, Wowjoint and the proposed acquisition. Copies of the final proxy statement and other documents submitted by China Fundamental will be available at the website maintained by the SEC at www.sec.gov. Copies of such filings can also be obtained, without charge, by directing a request to China Fundamental Acquisition Corporation, c/o Advantage Proxy, 24925 13th Place South, Des Moines, Washington 98198, Attn: Karen Smith, telephone number: 206- 870-8565.

Participants in the Solicitation

China Fundamental and Wowjoint and their respective directors and officers may be deemed to be participants in the solicitation of approvals from China Fundamental shareholders in respect of the proposed transaction. Information regarding China Fundamental's participants will be available in the proxy statement. Shareholders may obtain additional information regarding the interests of China Fundamental and its directors and executive officers in the proposed acquisition, which may be different than those of China Fundamental’s shareholders generally, by reading the proxy statement and other relevant documents regarding the proposed acquisition when submitted to the SEC.
 

Exhibits

Exhibit No
  
Description
99.1
  
Press Release dated January 12, 2010
 
 

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, thereunto duly authorized.
 
 
 
  CHINA FUNDAMENTAL ACQUISITION CORPORATION
       
 
By:
/s/        Chun Yi Hao 
  
   
Name: Chun Yi Hao 
  
Date: January 12, 2010   
Title:   Chief Executive Officer 
  
       
 
 
 EX-99.1 2 v171186_ex99-1.htm Unassociated Document
 
 
Exhibit 99.1


China Fundamental Acquisition Corporation Sets Record Date for Its February 12, 2010 Shareholders' Meeting to Approve Acquisition

    HONG KONG, Jan. 12 /PRNewswire-Asia/ -- China Fundamental Acquisition Corporation (OTC Bulletin Board: CFQCF; CFQUF; CFQWF) ("China Fundamental"), earlier announced that it had entered into definitive agreements to acquire Beijing Wowjoint Machinery Co., Ltd. and its associated companies (collectively "Wowjoint"), today announced that it has set January 15, 2010, as the record date for the special meeting at which China Fundamental's shareholders will vote to approve the acquisition and related proposals.  Only shareholders of record as of the close of business on January 15, 2010 will be entitled to vote at the meeting.

    China Fundamental expects to file the final proxy materials on or before January 19, 2010 and to mail the proxy to shareholders as soon as practicable thereafter.  Those proxy materials will also confirm the date, time and place of the meeting, which is tentatively scheduled to be held at 8 a.m. EST on February 12, 2010, at the offices of China Fundamental's U.S. legal counsel, Skadden, Arps, Slate, Meagher & Flom LLP, Izumi Garden Tower 21st Floor, 1-6-1 Roppongi, Minato-ku, Tokyo 106-6021, Japan.  If China Fundamental's shareholders approve the transaction, China Fundamental anticipates closing the transaction promptly after the meeting.

    About China Fundamental Acquisition Corporation
 
    China Fundamental Acquisition Corporation is a special purpose acquisition company formed for the purpose of acquiring, through a merger, share exchange, asset acquisition, reorganization or other similar business combination, or contractual arrangements, an operating business, or control of such operating business, that has its principal operations located in the People's Republic of China, including Hong Kong and Macau.  China Fundamental completed its initial public offering on May 21, 2008.

    Proxy Statement
 
    In connection with the proposed acquisition, China Fundamental submitted to the U.S. Securities and Exchange Commission (the "SEC") a preliminary proxy statement under cover of a Form 6-K dated December 28, 2009.  When completed, a definitive proxy statement and a form of proxy will be mailed to the shareholders of China Fundamental, seeking their approval of the transaction. Shareholders are urged to read the proxy statement regarding the proposed acquisition carefully and in its entirety because it will contain important information about the proposed acquisition.  Shareholders will be able to obtain, without charge, a copy of the proxy statement and other relevant documents submitted to the SEC under cover of a Form 6-K from the SEC's website at http://www.sec.gov.  Shareholders will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by directing a request by mail to China Fundamental Acquisition Corporation, c/o Advantage Proxy, 24925 13th Place South, Des Moines, Washington 98198, Attn: Karen Smith, telephone number: 206-870-8565.
 

    China Fundamental and Wowjoint and their respective directors and officers may be deemed to be participants in the solicitation of approvals from China Fundamental shareholders in respect of the proposed transaction.  Information regarding China Fundamental's participants will be available in the proxy statement.  Shareholders may obtain additional information regarding the interests of China Fundamental and its directors and executive officers in the proposed acquisition, which may be different than those of China Fundamental's shareholders generally, by reading the proxy statement and other relevant documents regarding the proposed acquisition when submitted to the SEC.

    For more information, please contact:

     Hope Ni, Chairman of the Board, or
     Chun Yi Hao, Chief Executive Officer
     China Fundamental Acquisition Corporation
     Tel:   +852-2169-6390
     Email: chinafundamental@gmail.com

SOURCE  China Fundamental Acquisition Corporation

 -----END PRIVACY-ENHANCED MESSAGE-----