-----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, HQY92wNom5IAyTRZ4Nk1vkPF6i86LqqNdckHZUfyKJseCS+tEYfoSyNIft0iSN5o cEAmpA+vfEEF4yJCF8j5Sw== 0001019687-03-000552.txt : 20030325 0001019687-03-000552.hdr.sgml : 20030325 20030325082149 ACCESSION NUMBER: 0001019687-03-000552 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030325 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LIU SHUJUN CENTRAL INDEX KEY: 0001224330 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: SW TOWER CONVENTION PLAZA HARBOUR RD. STREET 2: ROOM 2610 CITY: HONG KONG STATE: A1 ZIP: 00000 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN ORIENTAL BIOENGINEERING INC CENTRAL INDEX KEY: 0001090514 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 911948329 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61781 FILM NUMBER: 03614836 BUSINESS ADDRESS: STREET 1: NO.12 JIANCE ROAD STREET 2: NANGANG DISTRICT CITY: HARBIN, CHINA STATE: C1 ZIP: 15008 BUSINESS PHONE: 86-451-666-6601 MAIL ADDRESS: STREET 1: NO.12 JIANCE ROAD STREET 2: NANGANG DISTRICT CITY: HARBIN, CHINA STATE: C1 ZIP: 15008 FORMER COMPANY: FORMER CONFORMED NAME: ORIENTAL BIOENGINEERING INC DATE OF NAME CHANGE: 19990824 SC 13D/A 1 shujunliu_13da1-022103.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) AMERICAN ORIENTAL BIOENGINEERING, INC. ------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE ------------------------------------------------------------------------------- (Title of Class of Securities) 028731107 ------------------------------------------------------------------------------- (CUSIP Number) SHUJUN LIU ROOM 2610 CONVENTION PLAZA APARTMENT SOUTH WEST TOWER CONVENTION PLAZA HARBOUR ROAD HONG KONG 86-451 6666601 ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) FEBRUARY 21, 2003 ------------------------------------------------------------------------------- (Date of Event, Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is subject of this 13D, and is filing this schedule because of Rule 13-d-1(e), 13(d)-1(f) or 13d-1(g), check the following box. [ ] NOTE. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which could alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - -------------------------------------------------------------------------------- 1. Name of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Mr. Shujun Liu - -------------------------------------------------------------------------------- 2. Check the Appropriate Box If a Member of a Group (See Instructions) (a) [_] (b) [_] Not applicable - -------------------------------------------------------------------------------- 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) [_] Not applicable - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization China - -------------------------------------------------------------------------------- 7. Sole Voting Power NUMBER OF 16,385,129 SHARES ----------------------------------------------------------------- BENEFICIALLY 8. Shared Voting Power OWNED BY 0 EACH ----------------------------------------------------------------- REPORTING 9. Sole Dispositive Power PERSON 16,385,129 WITH ----------------------------------------------------------------- 10. Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 16,385,129 - -------------------------------------------------------------------------------- 12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) Nil [_] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 51.80% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER. The statement relates to the Common Stock, par value $0.01 per share ("Common Stock") issued by American Oriental Bioengineering Inc., a Nevada Corporation (the "Company"), whose principal executive offices are located at No. 12 Jiance Road, Nangang District, harbin, People Republic of China 15008. ITEM 2. IDENTITY AND BACKGROUND. This statement is filed by Mr. Shujun Liu, a China individual person ("Reporting Person"), whose address is Room 2610 Convention Plaza Apartment, South West Tower Convention Plaza, Harbour Road, Hong Kong. The Reporting Person is Chairman of the Board of Directors and President of the Company. The Reporting Person has not, during the last five (5) years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS. On January 14, 2003, the Company has approved the acquisition of all of the ownership interest in a soybean protein peptide biochemical engineering project (the "Project"), which was the subject of an Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934, filed by the Company on October 15, 2002 announcing that a total of 20,284,810 shares of Common Stock and 1,000,000 shares of Class A Preferred Stock will be issued by the Company in consideration for all of the ownership interest in the Project as described in the Purchase Agreement dated as of August 17, 2002 between Mr. Shujun Liu and the Company. The value of the Common Stock to be issued is approximately $3,205,000 (which is equivalent to the historical costs of the assets associated with the Project purchased by the Company), which is equivalent to $0.158 per share of common stock, which is the average of the closing price for the five-day period immediately following the date of the Purchase Agreement, August 19, 2002 to August 23, 2002. ITEM 4. PURPOSE OF TRANSACTION By acquiring the Project together with the related assets, the Company acquired ownership of the building housing the Project's manufacturing plant, manufacturing equipment, and environmental control equipment, the historical cost of which is approximately $3,205,000. In addition, the Company will receive the right to produce the products that resulted from the Project as well as ownership rights on a pending patent in China for the process of the extraction and production of soybean peptide. The Project, including the production, marketing and sales of various functional soybean peptide medical tablets and powders, was valued by an independent appraisal on June 30, 2002, to have a fair market value of $40,406,000. The foregoing transaction has been approved by a consent of disinterested directors of the Company in which the Reporting Person excused himself from voting. As of the date hereof and except as may be provided herein, the Reporting Person does not have any other plans or proposals or proposals or intention which would result in any of the actions set forth in parts (b) to (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. As of the date hereof, the Reporting Person beneficially owns 16,385,129 shares of the Company's Common Stock, comprising approximately 51.80% of the shares outstanding. The percentage used herein is calculated based upon the 31,625,827 shares of Common Stock of the Company stated by the Company as issued and outstanding as of February 21, 2003. The Reporting Person has sole voting and dispositive powers with respect to 16,385,129 shares of Common Stock, which he owns. The Reporting Person has not effected other transactions in the shares of the Common Stock. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. A Purchase Agreement dated August 17, 2002 was signed between the Reporting Person and the Company to issue a total of 20,284,810 shares of Common Stock and 1,000,000 shares of Class A Preferred Stock of the Company to the Reporting Person in consideration for all of the ownership interest in the Project as described. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. NONE. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: March 21, 2003 /s/ Shujun Liu - ----------------------------- -----END PRIVACY-ENHANCED MESSAGE-----