Application for an order that the issuer is not a reporting issuer under applicable securities laws -- requested relief granted.
Applicable Legislative Provisions
Securities Act , R.S.O. 1990, c. S.5, as am., s. 1(10)(b).
IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990, CHAPTER S.5, AS AMENDED
IN THE MATTER OF
DRAGON PHARMACEUTICAL, INC.
UPON the application (the Application) of the Applicant for an order pursuant to clause 1(10)(b) of the Act that the Applicant is not a reporting issuer for the purposes of Ontario securities laws (the Requested Relief);
AND UPON considering the Application and the recommendation of the staff of the Ontario Securities Commission (the Commission);
AND UPON the Applicant representing to the Commission that:
1. The Applicant was organized under the laws of the State of Florida on August 22, 1989 under the name First Geneva Investments, Inc. On September 21, 1998, First Geneva Investments, Inc. changed its name to Dragon Pharmaceutical, Inc.
2. The Applicant's head office address is located at Suite 310, 650 West Georgia Street, Vancouver, British Columbia, V6B 4N9.
3. The Applicant's authorized capital consists of 200,000,000 common shares with a par value of $0.001 per share (the Common Shares), of which 67,066,418 Common Shares are issued and outstanding. The Applicant has no securities, including debt securities, outstanding other than the Common Shares.
4. The Applicant is a reporting issuer in Ontario. The Applicant is not a reporting issuer or its equivalent in any other jurisdiction of Canada.
5. On January 15, 2010, Mr. Yanlin Han, Chairman of the Board of Directors and Chief Executive Officer of the Applicant, made a non-binding proposal to acquire all of the outstanding shares of the Applicant.
6. On March 26, 2010, the Applicant entered into an Agreement and Plan of Merger among, Chief Respect Ltd. (a company wholly-owned by Mr. Han), Datong Investment Inc., a wholly-owned subsidiary of Chief Respect Ltd., and Mr. Han pursuant to which Mr. Han would, directly and indirectly, acquire all of the issued and outstanding Common Shares of the Applicant (the Merger).
7. On July 20, 2010, a majority of the shareholders of the Applicant (including a majority of shareholders excluding Mr. Han) approved the Merger at a special meeting of shareholders.
8. The Merger was completed on July 22, 2010, at which time Mr. Han became the sole beneficial shareholder of all of the issued and outstanding Common Shares of the Applicant.
9. Following the completion of the Merger, the outstanding securities of the Applicant, including debt securities, are beneficially owned, directly or indirectly, by less than 15 securityholders in Ontario and less than 51 securityholders in total in Canada.
10. As a result of the Merger, the Applicant's Common Shares were delisted from the Toronto Stock Exchange on July 27, 2010 and the OTC Bulletin Board on July 23, 2010.
11. No securities of the Applicant are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operations.
12. The Applicant is not in default of any of its obligations as a reporting issuer under the Act except for its obligation to file interim financial statements for the quarter ended June 30, 2010 and its management discussion and analysis in respect of such financial statements as required under National Instrument 51-102 Continuous Disclosure Obligations and the related certifications for such financial statements as required under National Instrument 52-109 Certificate of Disclosure in Issuers' Annual and Interim Filings (the Disclosure Documents).
13. The Applicant did not file the Disclosure Documents referred to in paragraph 12 when due on the basis that the Merger had been completed and the Applicant's Common Shares had been delisted from the Toronto Stock Exchange and the OTC Bulletin Board.
14. The Applicant has no current intention to seek public financing by way of offering of securities.
15. The Applicant is not eligible to use the simplified procedure under CSA Staff Notice 12-307 Application For A Decision That An Issuer Is Not A Reporting Issuer because it is in default under Ontario securities laws as described in paragraph 12 above.
16. The Applicant will not be a reporting issuer or the equivalent in any jurisdiction in Canada immediately following the granting of the Requested Relief.
AND UPON the Commission being satisfied that granting this Order would not be prejudicial to the public interest;
IT IS HEREBY ORDERED pursuant to clause 1(10)(b) of the Act that, for the purposes of Ontario securities law, the Applicant is not a reporting issuer.
DATED at Toronto, Ontario on this 21st day of September, 2010.