Sino-Biotics Inc. (fka CHHN)

[atout]

SBTI - On July 16, 2008 (the “Closing Date”), Sino-Biotics, Inc., a Delaware corporation (“Sino” or the “Registrant”) entered into a Share Exchange Agreement (the “Exchange Agreement”) with CH International Holdings Limited, a British Virgin Islands investment holding company (“CH International” or the “Company”) and KEG International Limited, a British Virgin Islands company and the sole stockholder of CH International (the “Stockholder”). As a result of the share exchange, Sino acquired all of the issued and outstanding securities of CH International from the Stockholder in exchange for Ninety-Three Million (93,000,000) newly-issued shares of Sino’s common stock, par value $0.001 per share (“Common Stock”), representing seventy-seven and one half percent (77.5%) of Sino’s issued and outstanding Common Stock (the “Exchange”) as of the Closing Date and as of the date of this Report. The Exchange is intended to constitute a tax-free reorganization pursuant to the provisions of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended. As a result of the Exchange, CH International became a wholly-owned subsidiary of Sino.