China Development Group Corp. (CTDC)

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13D filed 3/11/08

China Biotech Holdings Limited (“China Biotech”) and WT (JAPAN) Co.,Ltd., Kenneth Kin Hing Lam, Right Mind Finance Limited and Modern Precise Limited (collectively, the “Purchasers”) entered into Sale and Purchase Agreement (“SPA”) on January 18, 2008 and January 24, 2008 respectively, pursuant to which China Biotech sold and the Purchasers acquired a total of 445,000 shares of common stock of CTDC (“SPA shares”). On the completion Date February 15, 2008, China Biotech received a total of US$2,670,000 as cash consideration for the sale of SPA shares. The SPAs are substantially similar in the form and substance to the SPA attached hereto as Exhibit 1.

In addition, China Biotech and Beijing Holdings Limited (“Beijing Holdings”) entered into a Share Sale and Purchase Agreement (“SPA BHL”) on April 12, 2007 and an Amendment to Sale and Purchase Agreement (“Amendment”) on September 5, 2007. Pursuant to the SPA BHL and its Amendment, China Biotech acquired and Beijing Holdings sold for cash a total of 1,000,000 shares of common stock of CTDC. Beijing Holdings received a total of US$4,000,000 as cash consideration upon the completion date on March 10, 2008. The SPA BHL and its Amendment are attached hereto as Exhibit 2 and Exhibit 3 respectively.
As a result, China Biotech increased its shareholding of CTDC’s common stock to 4,837,168 shares.

Item 4 Purpose of Transaction:
CTDC is strategically positioned to be a leading player in the Chinese solar energy industry in the near future. By changing shareholding in CTDC, China Biotech intended to enable CTDC to bring in new shareholders to accelerate its expansion in China.

Except as may be provided herein or disclosed in the Sale and Purchase Agreements to be filed as exhibit herewith, the Reporting Person does not have any other plans or proposals which would result in: (i) the acquisition by any person of additional securities in CTDC; (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation of CTDC or any of its subsidiaries; (iii) a sale or transfer of a material amount of assets of CTDC or any of its subsidiaries; (iv) any change in the present board of directors or management of CTDC, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (v) any material change in the present capitalization or divided policy of CTDC; (vi) any other material change in CTDC’s corporate structure, (vii) any changes in CTDC’s charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of CTDC by any person; (viii) causing a class of securities of CTDC to be delisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (ix) causing a class of equity securities of CTDC to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (x) any action similar to any of those enumerated above.

Item 5 Interest in Securities of the Issuer:

(a) China Biotech, as of March 10, 2008, is the beneficial owner of 4,837,168 shares of Common Stock and 1,000,000 shares of Preferred Stock. The 4,837,168 shares represent approximately 32.19% of the Common Stock based on 15,028,665 shares of Common Stock outstanding as of March 10, 2008. The 1,000,000 shares represent 100% of the Series A Preferred Stock based on 1,000,000 shares of Series A Preferred Stock outstanding as of March 10, 2008.

(b) China Biotech, as of March 10, 2008, has sole investment and holding power of 4,837,168 shares of Common Stock and 1,000,000 shares of Series A Preferred Stock which have 25% of voting power.

(c) To the knowledge of China Biotech on the date hereof, except to the extent set forth herein or in the Exhibits herewith, China Biotech did not have any transaction in the class of securities reported during the past sixty days.

(d) To the knowledge of the Reporting Person, no other person is known to have the right to direct the receipt of dividends from, or the proceeds from the sale of the shares owned by the Reporting Person.

(e) Not applicable.

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