s8pos_110411.htm
As filed with the Securities and Exchange Commission on November 4, 2011.
Registration No. 333-113385

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

_______________

POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
________________
 
CHINA FIRE & SECURITY GROUP, INC.
(Exact name of registrant as specified in its charter)

Florida
(State or other jurisdiction of
incorporation or organization)
 
04-3253298
(I.R.S. Employer
Identification Number)
 
B-2508 TYG Center, C2 Dongsanhuanbeilu,
Chaoyang District, Beijing 100027
People’s Republic of China
 
(Address of principal executive offices)
 
UNIPRO FINANCIAL SERVICES, INC. 2003 EQUITY INCENTIVE PLAN
(Full title of the plan)
_______________
 
Brian Lin
Chief Executive Officer
South Banbidian Industrial Park,
Liqiao Township, Shunyi District
Beijing 101304, People’s Republic of China
+ (86 10) 8416 3816
 
(Name, address and telephone number of agent for service)

Copies to:
Ling Huang, Esq.
Shearman & Sterling LLP
12th Floor, East Tower, Twin Towers
Jianguomenwai Dajie, Beijing 100022
+ (86 10) 5922 8000

 
 
 

 

Explanatory Statement
 
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (File No. 333- 113385) (the “Registration Statement”) of China Fire & Security Group, Inc. (previously named UniPro Financial Services, Inc.), a Florida corporation (the “Registrant”), pertaining to the registration of 1,000,000 shares of the Registrant’s common stock, $0.001 par value per share (the “Shares”) issuable under the UniPro Financial Services, Inc. 2003 Equity Incentive Plan, which was filed with the Commission on March 8, 2004.
 
Pursuant to an Agreement and Plan of Merger dated May 20, 2011 by and among Amber Parent Limited, an exempted company incorporated in the Cayman Islands (“Parent”), Amber Mergerco, Inc., a Florida corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the Registrant, Merger Sub was merged with and into the Registrant (the “Merger”), with the Registrant surviving the merger as a wholly-owned subsidiary of Parent. The Merger became effective on November 4, 2011.
 
In connection with the closing of the Merger, the offering pursuant to the Registration Statement has been terminated.  In accordance with undertakings made by the Registrant in the Registration Statement to remove from registration, by means of post-effective amendments, any of the securities that remain unsold at the termination of the offering, the Registrant hereby removes from registration the Shares registered but not sold under the Registration Statement as of the date hereof, if any.
 
 
 

 
SIGNATURES

The Registrant.  Pursuant to the requirements of the U.S. Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Beijing, China, on November 4, 2011.


CHINA FIRE & SECURITY GROUP, INC.
 
 
  By: /s/ Brian Lin
  Name: Brian Lin
  Title:
Chief Executive Officer
 
 
 
 
 
 
 

 
Pursuant to the requirements of the U.S. Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Form S-8 Registration Statement has been signed below by the following persons in the indicated capacities on November 4, 2011.
 

/s/ Weigang Li
 
Chairman of the Board
Weigang Li
   
     
/s/ Brian Lin
 
Chief Executive Officer and Director
Brian Lin
 
(Principal Executive Officer)
     
/s/ Tongzhou Qin
 
Chief Financial Officer
Tongzhou Qin
 
(Principal Financial Officer)
     
/s/ Weishe Zhang
 
Chief Technology Officer, Vice President of Strategic
Weishe Zhang
 
Planning and Director
     
/s/ Guoyou Zhang
 
Director
Guoyou Zhang
   
     
/s/ Yinqing Li
 
Director
Yinqing Li
   
     
/s/ Xianghua Li
 
Director
Xianghua Li
   
     
/s/ Albert McLelland
 
Director
Albert McLelland