|
1.
|
NAMES
OF REPORTING PERSONS.
XINSHUN
WANG
|
||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A)
¨
(B)
o
|
||
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
OO
|
||
|
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
|
||
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
People’s
Republic of China
|
||
|
Number
of
|
7.
|
SOLE
VOTING POWER
N/A
|
|
|
Shares
Beneficially
owned
by
|
8.
|
SHARED
VOTING POWER
23,869,547
|
|
|
Each
Reporting
Person
With
|
9.
|
SOLE
DISPOSITIVE POWER
N/A
|
|
|
10.
|
SHARED
DISPOSITIVE POWER
23,869,547
|
||
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,869,547
|
||
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) ¨
|
||
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
74.5%
|
||
|
14.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
||
|
1.
|
NAMES
OF REPORTING PERSONS.
SHUN
CHENG HOLDINGS LIMITED
|
||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A)
¨
(B)
o
|
||
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
OO
|
||
|
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
|
||
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
British
Virgin Islands
|
||
|
Number
of
|
7.
|
SOLE
VOTING POWER
14,799,421
|
|
|
Shares
Beneficially
owned
by
|
8.
|
SHARED
VOTING POWER
N/A
|
|
|
Each
Reporting
Person
With
|
9.
|
SOLE
DISPOSITIVE POWER
14,799,421
|
|
|
10.
|
SHARED
DISPOSITIVE POWER
N/A
|
||
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,799,421
|
||
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) ¨
|
||
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.2%
|
||
|
14.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
|
1
|
Agreement
dated July 8, 2010 between the Reporting Persons relating to the filing of
a joint statement pursuant to Rule 13d-1(k)(1).
|
|
|
99.1
|
Share
Exchange Agreement, dated May 14, 2010, by and among Birch Branch, Inc.,
Timothy Brasel, Brasel Family Partners LTD, LaMirage Trust, Mathis Family
Partners, LTD, Lazzeri Family Trust, Hu Qingying, Ong Hock Seng and SCM
Capital LLC, Shun Cheng Holdings Limited, Wanjinlin International
Investment Group Limited, Jinmao Investment Group Limited, USA Wall Street
Capital United Investment Group Limited, Global Chinese Alliance
Development Ltd., USA International Finance Consulting Group Ltd., Golden
Hill International Investment Group Limited, Fuhai International
Investment Group Limited, Renhe International Investment Group Limited,
Fuyutai International Investment Group Limited, and Kangchen International
Investment Group Limited, and Shun Cheng Holdings HongKong Limited
(incorporated by reference to Exhibit 2.1 to Birch Branch, Inc.’s Current
Report on Form 8-K (File No. 000-50936) filed on May 20,
2010).
|
|
|
99.2
|
Amendment
No. 1 to the Share Exchange Agreement dated June 28, 2010 by and among
Birch Branch, Inc., Timothy Brasel, Brasel Family Partners LTD, LaMirage
Trust, Mathis Family Partners, LTD, Lazzeri Family Trust, Hu Qingying, Ong
Hock Seng, SCM Capital LLC and Jim Gu, Shun Cheng Holdings Limited,
Wanjinlin International Investment Group Limited, Jinmao Investment Group
Limited, USA Wall Street Capital United Investment Group Limited, Global
Chinese Alliance Development Ltd., USA International Finance Consulting
Group Ltd., Golden Hill International Investment Group Limited, Fuhai
International Investment Group Limited, Renhe International Investment
Group Limited, Fuyutai International Investment Group Limited, and
Kangchen International Investment Group Limited, and Shun Cheng Holdings
HongKong Limited (incorporated by reference to Exhibit 2.2 to Birch
Branch, Inc.’s Current Report on Form 8-K (File No. 000-50936) filed on
July 2, 2010).
|
|
|
99.3
|
Call
Option Agreement entered into as of May 14, 2010 between Wang Xinshun and
Min YuXiang (incorporated by reference to Exhibit 10.10 to Birch Branch,
Inc.’s Current Report on Form 8-K (File No. 000-50936) filed on July 2,
2010).
|
|
99.4
|
Call
Option Agreement entered into as of May 14, 2010 between Wang Xinshun and
Li Yuet Har (incorporated by reference to Exhibit 10.11 to Birch Branch,
Inc.’s Current Report on Form 8-K (File No. 000-50936) filed on July
2, 2010).
|
|
|
99.5
|
Call
Option Agreement entered into as of May 14, 2010 between Wang Xinshun and
Wong Po Lok (incorporated by reference to Exhibit 10.12 to Birch Branch,
Inc.’s Current Report on Form 8-K (File No. 000-50936) filed on July
2, 2010).
|
|
|
99.6
|
Call
Option Agreement entered into as of May 14, 2010 between Wang Xinshun and
Tang Ching Kai (incorporated by reference to Exhibit 10.13 to Birch
Branch, Inc.’s Current Report on Form 8-K (File No. 000-50936) filed on
July 2, 2010).
|
|
|
99.7
|
Call
Option Agreement entered into as of May 14, 2010 between Wang Xinshun and
Tang Hing On (incorporated by reference to Exhibit 10.14 to Birch Branch,
Inc.’s Current Report on Form 8-K (File No. 000-50936) filed on July 2,
2010).
|
|
|
99.8
|
Call
Option Agreement entered into as of May 14, 2010 between Wang Xinshun and
Tang Pak Chuen (incorporated by reference to Exhibit 10.15 to Birch
Branch, Inc.’s Current Report on Form 8-K (File No. 000-50936) filed on
July 2, 2010).
|
|
|
99.9
|
Call
Option Agreement entered into as of May 14, 2010 between Wang Xinshun and
Makarov Sergey (incorporated by reference to Exhibit 10.16 to Birch
Branch, Inc’s Current Report on Form 8-K (File No. 000-50936) filed on
July 2, 2010).
|
|
/s/ Xinshun Wang
|
||||
|
Xinshun
Wang
|
||||
|
SHUN
CHENG HOLDINGS LIMITED
|
||||
|
By:
|
/s/ Feng Wang
|
|||
|
Name:
|
Feng
Wang
|
|||
|
Title:
|
Director
|
|||
|
1
|
Agreement
dated July 8, 2010 between the Reporting Persons relating to the filing of
a joint statement pursuant to Rule 13d-1(k)(1).
|
|
|
99.1
|
Share
Exchange Agreement, dated May 14, 2010, by and among Birch Branch, Inc.,
Timothy Brasel, Brasel Family Partners LTD, LaMirage Trust, Mathis Family
Partners, LTD, Lazzeri Family Trust, Hu Qingying, Ong Hock Seng and SCM
Capital LLC, Shun Cheng Holdings Limited, Wanjinlin International
Investment Group Limited, Jinmao Investment Group Limited, USA Wall Street
Capital United Investment Group Limited, Global Chinese Alliance
Development Ltd., USA International Finance Consulting Group Ltd., Golden
Hill International Investment Group Limited, Fuhai International
Investment Group Limited, Renhe International Investment Group Limited,
Fuyutai International Investment Group Limited, and Kangchen International
Investment Group Limited, and Shun Cheng Holdings HongKong Limited
(incorporated by reference to Exhibit 2.1 to Birch Branch, Inc.’s Current
Report on Form 8-K (File No. 000-50936) filed on May 20,
2010).
|
|
|
99.2
|
Amendment
No. 1 to the Share Exchange Agreement dated June 28, 2010 by and among
Birch Branch, Inc., Timothy Brasel, Brasel Family Partners LTD, LaMirage
Trust, Mathis Family Partners, LTD, Lazzeri Family Trust, Hu Qingying, Ong
Hock Seng, SCM Capital LLC and Jim Gu, Shun Cheng Holdings Limited,
Wanjinlin International Investment Group Limited, Jinmao Investment Group
Limited, USA Wall Street Capital United Investment Group Limited, Global
Chinese Alliance Development Ltd., USA International Finance Consulting
Group Ltd., Golden Hill International Investment Group Limited, Fuhai
International Investment Group Limited, Renhe International Investment
Group Limited, Fuyutai International Investment Group Limited, and
Kangchen International Investment Group Limited, and Shun Cheng Holdings
HongKong Limited (incorporated by reference to Exhibit 2.2 to Birch
Branch, Inc.’s Current Report on Form 8-K (File No. 000-50936) filed on
July 2, 2010).
|
|
|
99.3
|
Call
Option Agreement entered into as of May 14, 2010 between Wang Xinshun and
Min YuXiang (incorporated by reference to Exhibit 10.10 to Birch Branch,
Inc.’s Current Report on Form 8-K (File No. 000-50936) filed on July 2,
2010).
|
|
|
99.4
|
Call
Option Agreement entered into as of May 14, 2010 between Wang Xinshun and
Li Yuet Har (incorporated by reference to Exhibit 10.11 to Birch Branch,
Inc.’s Current Report on Form 8-K (File No. 000-50936) filed on July
2, 2010).
|
|
|
99.5
|
Call
Option Agreement entered into as of May 14, 2010 between Wang Xinshun and
Wong Po Lok (incorporated by reference to Exhibit 10.12 to Birch Branch,
Inc.’s Current Report on Form 8-K (File No. 000-50936) filed on July
2, 2010).
|
|
|
99.6
|
Call
Option Agreement entered into as of May 14, 2010 between Wang Xinshun and
Tang Ching Kai (incorporated by reference to Exhibit 10.13 to Birch
Branch, Inc.’s Current Report on Form 8-K (File No. 000-50936) filed on
July 2, 2010).
|
|
|
99.7
|
Call
Option Agreement entered into as of May 14, 2010 between Wang Xinshun and
Tang Hing On (incorporated by reference to Exhibit 10.14 to Birch Branch,
Inc.’s Current Report on Form 8-K (File No. 000-50936) filed on July 2,
2010).
|
|
|
99.8
|
Call
Option Agreement entered into as of May 14, 2010 between Wang Xinshun and
Tang Pak Chuen (incorporated by reference to Exhibit 10.15 to Birch
Branch, Inc.’s Current Report on Form 8-K (File No. 000-50936) filed on
July 2, 2010).
|
|
|
99.9
|
Call
Option Agreement entered into as of May 14, 2010 between Wang Xinshun and
Makarov Sergey (incorporated by reference to Exhibit 10.16 to Birch
Branch, Inc’s Current Report on Form 8-K (File No. 000-50936) filed on
July 2, 2010).
|
|
/s/ Xinshun Wang
|
||||
|
Xinshun
Wang
|
||||
|
SHUN
CHENG HOLDINGS LIMITED
|
||||
|
By:
|
/s/ Feng Wang
|
|||
|
Name:
|
Feng
Wang
|
|||
|
Title:
|
Director
|
|||