SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~May~~August 2312, 2011 ~~(May 20, 2011)~~

CHINA FIRE & SECURITY GROUP, INC.

(Exact name of registrant as specified in Charter)

Florida		000-50491		65-1193022
(State or other jurisdiction of incorporation or organization)		(Commission File No.)		(IRS Employee Identification No.)

B-2508 TYG Center, C2

Dongsanhuanbeilu,

Chaoyang District, Beijing 100027,

People’s Republic of China

(Address of Principal Executive Offices)

(86-10) 8441 7400

(Issuer Telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [Xx] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Additional Information.

~~Item~~Supplement ~~1.01. Entry~~to ~~into~~Proxy aStatement ~~Material~~for ~~Definitive~~the ~~Agreement~~Special Meeting of Shareholders to be held September 22, 2011

~~Agreement~~ This ~~and~~is ~~Plan~~a supplement to the proxy statement dated August 12, 2011 (the “proxy statement”) of ~~Merger~~China Fire & Security Group, Inc. (the “Company,” “we,” “us,” or “our”) that was mailed to Company shareholders in connection with the solicitation of proxies for use at the special meeting of shareholders to be held at B-2508 TYG Center, C2, Dongsanhuanbeilu, Chaoyang District, Beijing 100027, the People’s Republic of China, at 9:00 am, local time, on September 22, 2011. The purpose of the special meeting is

On1. To ~~May~~approve ~~20,~~the ~~2011,~~Agreement ~~China~~and ~~Fire~~Plan &of ~~Security Group~~Merger, ~~Inc.~~dated ~~(“China~~May 20, ~~Fire”~~2011 or (the ~~“Company”~~"merger agreement"), aby ~~Florida corporation, entered into an Agreement~~ and ~~Plan~~among ~~of Merger (~~the ~~“Merger~~Company, ~~Agreement”) with~~ Amber Parent Limited ~~(“Parent”)~~, an exempted company incorporated in the Cayman Islands ~~and an affiliate of Bain Capital Asia Fund, L.P.~~ (~~the “Guarantor”~~"Parent") ~~and Bain Capital Fund X~~, ~~L.P. (together with the Guarantor, the “Sponsors”),~~ and Amber Mergerco, Inc. ~~(“Merger Sub”)~~, a Florida corporation and a wholly owned subsidiary of Parent, ("Merger Sub") providing for the merger of Merger Sub with and into the Company (the ~~“Merger”~~"merger"), with the Company surviving the ~~Merger~~merger as a wholly- owned subsidiary of Parent. Parent and Merger Sub are affiliates of funds managed by Bain Capital Partners, LLC; and

~~The~~2. ~~Merger~~To approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement.

~~Pursuant~~The toBoard ~~the Merger Agreement, at the effective time~~ of ~~the~~Directors ~~Merger, each share~~ of the Company’s ~~common stock~~ (~~collectively,~~ the “~~Company Shares~~Board”) ~~issued~~previously ~~and~~established ~~outstanding~~August ~~immediately~~10, ~~prior~~2011 toas the ~~effective~~record ~~time~~date ~~(other~~for ~~than shares owned by (i)~~ the ~~Company, any subsidiary of the Company, Parent or Merger Sub, including shares to be contributed to Parent or Merger Sub by certain special~~ purpose ~~companies (collectively, the “Rollover Investors”) related to Mr. Weigang Li, the Chairman~~ of ~~the~~determining ~~Board, Mr. Brian Lin,~~ the ~~Chief~~shareholders ~~Executive~~who ~~Officer~~are ofentitled ~~the Company, and Mr. Weishe Zhang, the Vice President of Strategic Planning of the Company, pursuant~~ to ~~the~~receive ~~Rollover~~notice ~~Agreement (as defined below) immediately prior to the effective time~~ of ~~the Merger~~, and ~~(ii) shareholders who have properly exercised and perfected appraisal rights under Florida law) will be converted automatically into the right~~ to ~~receive~~vote ~~$9.00~~at (in ~~cash~~person ~~(the~~or ~~“Per~~by ~~Share Merger Consideration”~~proxy), ~~without~~the ~~interest~~special meeting.

~~Equity~~ After careful consideration, the Board approved the merger agreement, the merger and ~~Debt~~the ~~Financing~~other transactions contemplated by the merger agreement and unanimously declared that the merger agreement, the merger and the other transactions contemplated by the merger agreement are advisable, fair to and in the best interests of the Company’s shareholders. THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE ADOPTION OF THE MERGER AGREEMENT, AND FOR THE PROPOSAL TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES. INFORMATION ABOUT VOTING OR REVOKING A PROXY APPEARS ON PAGE 70 OF THE PROXY STATEMENT.

~~The~~Litigation ~~Sponsors~~Relating ~~have committed, at or prior~~ to the ~~closing of the~~ Merger, to contribute to Parent, and to cause Parent to contribute to Merger Sub upon Parent’s receipt of, an equity investment in an amount up to approximately $160.7 million upon the terms and subject to the conditions set forth in the equity commitment letter issued by the Sponsors in connection with the Merger (the “Equity Commitment Letter”). The Guarantor has provided the Company with a limited guarantee (the “Limited Guarantee”) in favor of the Company guaranteeing the payment of certain monetary obligations that may be owed by Parent or Merger Sub pursuant to the Merger Agreement up to a capped amount, including any reverse termination fee that may become payable by Parent.

To As ~~consummate~~described on page 65 of the ~~Merger~~proxy statement, ~~Merger~~we ~~Sub~~are ~~has~~aware ~~also~~of ~~obtained~~nine ~~debt~~putative ~~financing~~class ~~commitments~~action ~~from~~complaints ~~Bank~~related ofto ~~America~~the merger (each a "Shareholder Action") filed in various Florida state and federal courts against, ~~N.A~~among others, ~~The~~the ~~Hongkong~~Company and ~~Shanghai~~certain ~~Banking~~officers ~~Corporation~~and ~~Limited~~directors ~~and~~of ~~Citigroup~~the ~~Global~~Company. ~~Markets~~Six ~~Asia~~Shareholder ~~Limited~~Actions ~~(collectively,~~were filed in the ~~“Lenders”),~~Circuit ~~who~~Court ~~have~~for ~~committed~~the to17th Judicial ~~provide~~Circuit aIn ~~$60~~and For Broward County,~~000~~ Florida,~~000 term~~ ~~loan~~and ~~facility~~have ~~and~~been aconsolidated ~~$20~~under the caption In re China Fire & Security Group,~~000,000~~ Inc. ~~revolving~~Shareholder ~~credit~~Litigation, ~~facility~~Case No. 11745 (~~the~~07) (“~~Debt~~Broward ~~Financing~~Consolidated Action”),. One ~~upon~~of the ~~terms~~Shareholder ~~and~~Actions, ~~subject~~Kashef tov. ~~the~~China ~~conditions~~Fire & ~~set~~Security ~~forth~~Group, Inc., et al., Case No. 50-2011 CA 007884, is currently pending in athe ~~debt~~Circuit ~~commitment~~Court ~~letter~~for (the 15th Judicial Circuit in and For Palm Beach County, Florida (“~~Debt~~Palm ~~Commitment~~Beach ~~Letter~~Action”). The ~~obligation~~final oftwo ~~the~~Shareholder ~~Lenders~~Actions, toFuller ~~provide~~v. ~~the~~China ~~Debt~~Fire & ~~Financing~~Security ~~under~~Group, Inc., ~~the~~et al., ~~Debt~~11-cv-61400-WPD, ~~Commitment~~and ~~Letter~~James isP. ~~subject~~Tessitore tov. aChina ~~number~~Fire of& ~~conditions~~Security Group, ~~including~~Inc. ~~without~~et ~~limitation~~al. 11-cv-61580-WPD, ~~that~~are currently ~~the~~pending ~~aggregate~~in ~~amount of~~ the ~~term~~United States ~~loan~~District ~~facility~~Court ~~does~~for ~~not~~the ~~(a)~~Southern ~~exceed~~District ~~US$~~of ~~60,000,000~~Florida. The ortwo ~~(b)~~federal ~~result~~Shareholder inActions ~~the~~were ~~pro~~consolidated ~~forma~~by ~~leverage~~an ~~ratio~~order of the ~~Company~~federal ~~and~~court ~~its~~issued ~~subsidiaries~~on ~~exceeding~~August 2, 32011 (“Federal Consolidated Action”).~~00:1.~~

~~Closing Conditions~~.

~~Consummation~~ All of the ~~Merger~~complaints isgenerally ~~subject to a number of conditions~~allege, ~~including,~~ among ~~others:~~other ~~(i) the~~things, ~~approval~~that of the ~~Merger Agreement by an affirmative vote of holders of at least 75% of the outstanding~~ Company ~~Shares~~ and ancertain ~~affirmative~~officers ~~vote~~and ofdirectors ~~holders~~ of ~~more than 50% of~~ the ~~outstanding~~ Company ~~Shares~~breached ~~(excluding~~their ~~any~~fiduciary ~~Company Shares held or beneficially owned by the Rollover Investors~~duties, ~~the Voting Shareholders (as defined below)~~ and ~~any~~seek, ~~holders~~among ~~of Company Shares who have entered into voting agreements or~~ other ~~shareholder support agreements with Parent~~things, ~~Merger~~to ~~Sub~~enjoin orconsummation ~~their~~of ~~affiliates following~~ the ~~execution~~merger. ofThe ~~the~~operative ~~Merger~~complaints ~~Agreement)~~also ~~(the~~allege ~~“Shareholder~~aiding ~~Approval”)~~ and ~~(ii) the~~abetting ~~issuance~~claims ofagainst ~~a decision by~~ the ~~Anti-Monopoly~~Sponsors, ~~Bureau~~Parent ofand ~~the Ministry of Commerce under the Anti-Monopoly Law of the People’s Republic of China approving the~~ Merger Sub.

~~Furthermore~~ On September 2, ~~neither~~2011, ~~Parent~~counsel ~~nor~~for ~~Merger~~the ~~Sub~~parties isin ~~required~~the Broward Consolidated Action entered into a stipulation of settlement in which they agreed on the terms of a settlement of all claims relating to ~~consummate~~the merger, known and unknown, that were or could have been asserted in that action. Plaintiffs in the ~~Merger~~Kashef, ~~until~~Fuller and Tessitore actions are not parties to the ~~business~~proposed ~~day~~settlement. The ~~immediately~~terms ~~following~~of settlement include the ~~last~~dismissal ~~day~~with prejudice of all claims against all defendants, and their affiliates and agents, held by plaintiffs in the ~~Debt~~Broward ~~Financing~~Consolidated ~~Period~~Action and class members (asincluding ~~defined~~those claims asserted in the ~~Merger~~Kashef, ~~Agreement~~Fuller and Tessitore actions). Pursuant to the agreements among counsel for the parties in In re China Fire & Security Group, Inc. Shareholder Litigation, the Company will make certain supplemental disclosures concerning the merger which are contained in a Form 8-K, and has made other supplemental disclosures subsequent to the June 10, 2011 Preliminary Proxy Statement in response to the Broward Consolidated Action. The proposed settlement is conditioned upon, among other things, consummation of the merger and final approval of the proposed settlement by the court. In addition, in connection with the settlement and as provided in the stipulation of settlement, the parties contemplate that lead plaintiff’s counsel will seek an award of attorneys’ fees and expenses as part of the settlement in the amount of $575,000. There can be no assurance that the merger will be consummated, or that the court will approve the settlement contemplated by the stipulation. In such event, the proposed settlement may be terminated. The settlement will not affect the amount of the merger consideration that Company shareholders are entitled to receive in the merger. The proposed settlement does not provide a right for members of the putative class to opt out; however, class members will retain their right to seek appraisal pursuant to Sections 607.1301 to 607.1333 of the Florida Business Corporation Act, as well as their right to object to any aspect of the settlement. If the settlement is not approved and the aforementioned conditions are not satisfied, the Company and the individual defendants will continue to vigorously defend these actions.

~~Representations~~ On September 9, 2011, a hearing to preliminarily approve the settlement was held in the Broward Consolidated Action and ~~Warranties;~~the ~~Covenants~~Court issued an order that, among other provisions, preliminarily approved the settlement, set a final approval hearing for November 18, 2011 at 3 p.m., and enjoined all members of the putative class from commencing or prosecuting claims in any action in any state or federal court that relate broadly to the proposed merger. Subsequently, on September 9, 2011, a voluntary dismissal without prejudice of the Fuller action was filed in federal court and, on September 12, 2011, a voluntary dismissal without prejudice of the Tessitore action was likewise filed in federal court. These voluntary dismissals terminated the Federal Consolidated Action. Defendants expect the Palm Beach Action will also be dismissed, either voluntarily or following final approval of the settlement presented in the Broward Consolidated Action.

The ~~Company~~defendants ~~has~~deny ~~made~~all ~~customary~~liability ~~representations~~with ~~and~~respect ~~warranties~~ to ~~Parent~~the facts and ~~Merger~~claims ~~Sub~~alleged in the ~~Merger~~lawsuits ~~Agreement. The~~and ~~Company~~specifically ~~has~~deny ~~also~~that ~~agreed~~any tofurther ~~customary~~supplemental ~~covenants~~disclosure was required under any applicable rule, ~~including~~statute, ~~among~~regulation ~~other~~or ~~things~~law. However, ~~covenants~~to ~~regarding:~~avoid ~~(i)~~ the ~~conduct~~risk of delaying or adversely affecting the ~~business~~merger ofand the ~~Company~~related ~~prior~~transactions, to minimize the ~~consummation~~expense of defending the ~~Merger~~lawsuits, and ~~(ii) the~~to ~~calling~~provide additional information to our shareholders at a time and ~~holding~~in a manner that would not cause any delay of athe special meeting ofor the ~~Company’s~~merger, ~~shareholders~~the ~~for~~defendants have agreed to the ~~purpose~~terms of ~~obtaining~~the proposed settlement described above. The parties further considered it desirable to settle the In re China Fire & Security Group, Inc. Shareholder ~~Approval~~Litigation proceeding, to avoid the expense, risk, inconvenience and distraction of continued litigation and to fully and finally resolve the settled claims.

~~Each~~Additional of Parent and Merger Sub has made customary representations and warranties to the Company in the Merger Agreement. In addition, Parent and Merger Sub have agreed to customary covenants, including, among other things, a covenant to use their reasonable best efforts to obtain the proceeds of the debt financing required to consummate the Merger.Disclosures

~~Go-Shop~~ As ~~Period~~contemplated by the proposed settlement, the Company is providing certain additional disclosures that are supplemental to those contained in the proxy statement previously mailed to you. This supplemental information should be read in conjunction with the proxy statement/prospectus, which we urge you to read in its entirety. As noted above, none of the defendants has admitted wrongdoing of any kind, including but not limited to inadequacies in any disclosure, the materiality of any disclosure that the plaintiffs contend should have been made, any breach of any fiduciary duty, or aiding or abetting any of the foregoing. The additional disclosures are as follows:

~~The~~Financial ~~Company~~Advisory ~~is permitted to initiate, solicit~~ and ~~encourage~~Financing any alternative acquisition proposals from third parties, and to provide non-public information to and engage in discussions or negotiations with third parties with respect to alternative acquisition proposals, during a 55-day period following the execution of the Merger Agreement (the “Go-Shop Period”). Immediately upon the expiration of the Go-Shop Period, the Company will become subject to customary “no-shop” restrictions on its ability to solicit alternative acquisition proposals from third parties and to provide non-public information to and engage in discussions or negotiations with third parties regarding alternative acquisition proposals, except that the Company may continue to engage in the aforementioned activities with certain third parties that contacted the Company and made an alternative acquisition proposal during the Go-Shop Period that satisfy certain conditions set forth in the Merger Agreement (each such party, a “Continuing Party”) until the last day of the 15-day period following the expiration of the Go-Shop Period (the “Cut-Off Date”). Immediately after the Cut-Off Date, the Company will become subject to the “no shop” restrictions with respect to dealings with a Continuing Party.Services

~~Notwithstanding~~The ~~the~~final ~~limitations~~paragraph ~~applicable~~beginning ~~after~~on ~~the~~page ~~expiration~~44 of the ~~Go-Shop~~prospectus Period or, with respect to a Continuing Party, after the Cut-Off Date, prior to the receipt of the Shareholder Approval, the Company may under certain circumstances provide information to third parties with respect to unsolicited alternative acquisition proposals and, if the Special Committee determines, among other things, that any such acquisition proposal constitutes or is ~~reasonably~~amended ~~likely to result~~ in aits ~~Superior~~entirety Proposal, participate in discussions or negotiations with the third party that submitted such acquisition proposal. A “Superior Proposal” is an acquisition proposal the Special Committee determines, if consummated, would result in a transaction more favorable to ~~the~~read ~~Company’s~~as ~~shareholders from a financial point of view than the Merger.~~follows:

~~Termination~~“Barclays Capital is acting as financial advisor to the special committee of the board of directors of the Company in connection with the merger, including in connection with the solicitation of third party indications of interest in the possible acquisition of all or a part of the Company's business for a specified period after the date of the merger agreement as permitted by the provisions thereof. As compensation for its services in connection with the merger, a fee of $750,000 became payable to Barclays Capital by the Company upon the delivery of Barclays Capital's opinion. An additional fee of $2,250,000 will be payable on completion of the merger; ~~Termination~~however, ~~Fees~~such additional fee, if any, will be reduced by the amount of the fee previously paid by the Company to Barclays Capital upon delivery of its opinion. In addition, the Company has agreed to reimburse Barclays Capital for a portion of its reasonable expenses incurred in connection with the merger and to indemnify Barclays Capital for certain liabilities that may arise out of its engagement by the special committee and the rendering of Barclays Capital's opinion. Apart from such arrangements, no material relationships have existed between Barclays Capital or any of its affiliates, on the one hand, and the Company or any of its affiliates, on the other hand, during the past two years, and accordingly neither Barclays Capital nor any of its affiliates have received any compensation from the Company or any of its affiliates during this period, and no such material relationship is mutually contemplated at this time. Barclays Capital and its affiliates engage in a wide range of businesses from investment and commercial banking, lending, asset management and other financial and non-financial services. In the ordinary course of its business, Barclays Capital and its affiliates may actively trade and effect transactions in the equity, debt and/or other securities (and any derivatives thereof) and financial instruments (including loans and other obligations) of the Company or Parent ~~Expenses~~or any of their respective affiliates for its own account and for the accounts of its customers and, accordingly, may at any time hold long or short positions and investments in such securities and financial instruments. Barclays Capital and its affiliates have had commercial or investment banking relationships with the sponsor and certain of its portfolio companies and other affiliates, for which Barclays Capital and such affiliates have received customary compensation. In addition, Barclays Capital's commercial banking affiliate is an agent bank and a lender under outstanding credit facilities of certain portfolio companies and other affiliates of the Sponsor, for which it receives customary compensation or other financial benefits. Sponsors and certain of its portfolio companies and other affiliates have, in the past, retained Barclays Capital and its affiliates to provide commercial or investment banking services on matters unrelated to the Merger. During the past two years, Sponsors engaged Barclays Capital for such services in three matters, all of which were unrelated to the Merger. These engagements, which have concluded, did not result in a consummated transaction and did not result in Sponsors paying any compensation to Barclays Capital.”

~~The~~Term ~~Merger~~Sheets ~~Agreement~~Received ~~contains~~from certain termination rights for the Company and Parent. The Company is required to pay a termination fee in an amount of $6.4 million if (i) the Company terminates the Merger Agreement in order to enter into an alternative acquisition agreement with respect to a Superior Proposal with any person (other than a Former Bidder (as defined in the Merger Agreement)) during the Go-Shop Period or with a Continuing Party (other than any Former Bidder) prior to the Cut-Off Date, (ii) the Company or Parent terminates the Merger Agreement in response to a Company Adverse Recommendation Change (as defined in the Merger Agreement) and the Company enters into an alternative acquisition agreement during the Go-Shop Period other than with a Former Bidder or (iii) the Merger Agreement is terminated as a result of a failure to obtain the Shareholder Approval and the Company consummates an acquisition proposal within one year of such termination. The Company is required to pay a termination fee of $8.5 million if (x) the Company or Parent terminates the Merger Agreement in respect to a Company Adverse Recommendation Change and the Company fails to enter into an alternative acquisition agreement falling under clause (ii) of the preceding sentence, (y) Parent terminates the Merger Agreement as a result of the Company’s breach, or (z) the Merger Agreement is terminated as a result of a failure of the Merger to be consummated by November 15, 2011 and the Company consummates an acquisition proposal within one year of such termination.A

The ~~Merger~~paragraph ~~Agreement~~on ~~also~~page ~~provides~~23 ~~that Parent will be required to pay the Company a reverse termination fee~~ of ~~(i) $10.7 million in~~ the ~~event~~proxy ~~that~~concerning the ~~Company~~October terminates the Merger Agreement because of Parent’s or Merger Sub’s breach or because Parent and Merger Sub have not consummated the Merger within two business days after the date when Parent and Merger Sub are required to close under the Merger Agreement even though the Debt Financing has been funded or the Lenders have confirmed in writing that the Debt Financing will be funded or (ii) $8.5, ~~million~~2010 inTerm ~~the~~Sheet ~~event Parent and Merger Sub have not consummated the Merger within two business days after the date when Parent and Merger Sub are required to close under the Merger Agreement because Parent has not~~ received ~~proceeds~~from ofParty ~~the~~A ~~Debt Financing sufficient to consummate the Merger and the failure to receive such proceeds~~ is ~~not~~amended ~~caused~~ by aadding ~~material~~the ~~breach of Parent or Merger Sub.~~following:

~~Board~~“The ~~Approval~~term sheet further proposed that Company shares owned by management, equal to as much as 30% to 40% of the Company’s share capital, be rolled over into an equal percentage of the shares of the post-merger company and that members of management would receive employment agreements with equity incentives.”

The ~~Company’s~~first ~~Board~~sentence of ~~Directors (~~the ~~“Board”),~~paragraph ~~acting~~on ~~upon~~page ~~the~~23 ~~unanimous recommendation~~ of the ~~Special~~proxy ~~Committee~~concerning ~~formed by~~ the ~~Board~~October ~~of Directors (the “Special Committee”)~~20, ~~approved~~2010 ~~the~~Term ~~Merger~~Sheet ~~Agreement~~received ~~and~~from ~~resolved~~Party toA ~~recommend~~is ~~that~~amended ~~the~~by ~~Company’s~~adding ~~shareholders vote to approve~~ the ~~Merger~~following ~~Agreement. The~~at ~~Special Committee comprises solely independent directors of~~ the ~~Board,~~end ~~including Mr. Albert McLelland, Mr. Xianghua Li and Mr. Guoyou Zhang, and negotiated the terms~~ of the ~~Merger Agreement with the assistance of its financial and legal advisors.~~sentence:

~~Mr. Weigang Li~~“, ~~Mr. Brian~~but ~~Lin~~with ~~and~~more ~~Mr.~~detailed ~~Weishe~~proposed ~~Zhang,~~technical asmerger ~~members of the Board, recused themselves from Board approval of the Merger Agreement~~provisions. ~~Special~~” purpose companies related to Mr. Weigang Li, Mr. Brian Lin and Mr. Weishe Zhang are parties to the Rollover Agreement, pursuant to which they will become shareholders in Parent upon the consummation of the Merger.

~~The~~Special ~~foregoing~~Committee ~~descriptions~~Retention of Independent the Merger Agreement, the Debt Commitment Letter, the Equity Commitment Letter and the Limited Guarantee do not purport to be complete and are qualified in their entirety by reference to the Merger Agreement, the Debt Commitment Letter, the Equity Commitment Letter and the Limited Guarantee, respectively, which are attached hereto as Exhibit 2.1, Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, and are incorporated herein by reference.Advisors

~~Ancillary~~The ~~Agreements~~ninth paragraph on page 22 of the proxy is amended by adding the following sentence at the end of this paragraph:

~~Rollover~~“Prior ~~Agreement~~to engaging Barclays Capital, the Company interviewed representatives of four other leading investment banks.”

InThe ~~connection~~last ~~with~~paragraph ~~the~~on ~~execution~~page of22 the Merger Agreement, the Rollover Investors, Parent and Merger Sub entered into a rollover agreement (the “Rollover Agreement”), pursuant to which the Rollover Investors agreed that, at the time immediately prior to the effective time, each Rollover Investor would contribute a portion of the ~~Company~~proxy ~~Shares~~is ~~owned~~amended by itadding ~~(such shares, which amount to approximately 20.5% of~~ the Company Shares, the “Rollover Shares”) to the capital of Parent in exchange for equity interests of Parent. In addition, Li Brothers Holdings Inc., a Rollover Investor related to Mr. Weigang Li, agreed to contribute an additional portion of the Company Shares owned by it representing 4.4% of the Company Shares (the “Cashed-Out Shares”) to Merger Sub in exchange for a per share amount equal to the Per Share Merger Consideration. The surviving company of the Merger is required to pay the consideration for the Cashed-Out Shares as soon as practicable following ~~such~~sentence ~~time~~at ~~as it has funds sufficient to make such payment and to use its reasonable best efforts to make such payment within three months of~~ the ~~Merger. The~~end ~~contribution~~ of ~~Rollover~~this Shares to Parent and of Cashed-Out Shares to Merger Sub are subject to the consummation of the Merger and the contribution of the Rollover Shares to Parent is also subject to the execution by the Rollover Investors and Parent of a shareholders’ agreement governing the relationship among the shareholders of Parent following the Merger and certain other conditions.paragraph:

“The ~~foregoing~~above ~~description~~referenced ofwritten ~~the~~resolutions ~~Rollover~~also ~~Agreement~~specifically ~~does~~authorized ~~not~~and ~~purport~~empowered the special committee to beretain, ~~complete~~at its sole discretion, legal counsel, a financial advisor, and issuch ~~qualified~~other advisors, consultants and agents as the special committee deemed necessary and desirable. Once formed, the special committee determined to succeed to the engagements the Company had entered into the previous month in ~~its~~September ~~entirety~~2010 bywith ~~reference~~Barclays Capital and Shearman & Sterling and to assume oversight and exclusive direction of these advisors. The special committee opted to do so because its members had been instrumental in originally selecting and approving the ~~Rollover~~retention ~~Agreement~~of ~~attached~~these ~~hereto~~advisors, neither asof ~~Exhibit~~which 10had performed material work prior to formation of the special committee.4.”

~~Voting~~The ~~Agreements~~March 7, 2011 News Release

In connection with the execution of the Merger Agreement, Mr. Weigang Li, Mr. Brian Lin, Mr. Weishe Zhang, the Rollover Investors and one other special purpose company related to Mr. Weigang Li (collectively, the “Voting Shareholders”) each entered into a Voting Agreement with Parent and Merger Sub (collectively, the “Voting Agreements”), pursuant to which the Voting Shareholders agreed, among other things, to vote their respective equity securities in the Company in favor of the Merger Agreement and against any alternative proposals and to grant Parent a proxy to vote such securities. The ~~Voting Shareholders also agreed not to solicit, encourage and, except in limited circumstances, engage or participate in discussions relating to, alternative acquisition proposals from~~ third ~~parties. The~~full ~~Voting~~paragraph ~~Shareholders,~~on ~~collectively,~~page ~~beneficially~~24 ~~own approximately 59.14%~~ of the ~~equity~~proxy ofis ~~the~~amended ~~Company. The~~by ~~Voting~~adding ~~Shareholders entered into~~ the ~~Voting~~following ~~Agreements~~sentence ~~solely~~after ~~in their capacities as shareholders of~~ the ~~Company. Mr.~~first ~~Weigang~~sentence ~~Li, Mr. Brian Lin, Mr. Weishe Zhang and Ms. Jincai Li, Mr. Weigang Li’s sister in law, guaranteed to the Parent and Merger Sub the obligations~~ of ~~the~~this ~~special purpose companies related to each of them under the Voting Agreements and the Rollover Agreement.~~paragraph:

~~The~~“Among ~~Voting~~other ~~Agreements~~factors, ~~will~~because ~~terminate~~of ~~upon~~the specific offer price and the ~~earlier~~extent of due diligence conducted, the ~~closing~~special ofcommittee perceived Bain Capital’s non-binding offer more likely to result in a transaction than prior proposals received by the ~~Merger~~Company and ~~the~~wanted ~~date~~shareholders to be aware of this possibility in considering whether to sell their shares in response to the ~~termination~~Company’s imminent public announcement of the ~~Merger~~Company’s ~~Agreement~~year-end results for 2010, which were less favorable than had been expected.”

~~The~~Bain’s ~~foregoing~~Refusal ~~description of the Voting Agreements does not purport~~ to beIncrease ~~complete~~Its ~~and~~Offer ~~is qualified in its entirety by reference to the form of Voting Agreement attached hereto as Exhibit 9.1.~~Price

~~Cautionary~~The ~~Statement~~second ~~Regarding~~sentence ~~Forward~~of ~~Looking~~the ~~Information~~fourth paragraph on page 27 is amended by adding the following clause:

~~Certain~~“because ~~statements~~its ~~herein~~offer ~~that~~already ~~reflect~~reflected management’s expectations regarding future events are forward-looking in nature and, accordingly, are subject to risks and uncertainties. These forward-looking statements include references to our announced transaction with Parent and Merger Sub. These forward-looking statements are only predictions and are not guarantees of performance. These statements are based on beliefs and assumptions of management, which in turn are based on currently available information. These forward-looking statements also involve risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. Many of these factors are beyond our ability to control or predict. Important factors that could cause actual results to differ materially from those contained in any forward-looking statement include, without limitation, uncertainties as to the ~~timing~~value ~~of the Merger, uncertainties as to whether the Shareholder Approval will be obtained, the possibility~~ that ~~various~~Bain ~~closing~~Capital ~~conditions~~was ~~for~~willing the transaction may not be satisfied or waived, the possibility that the Debt Financing may not be available and other risks and uncertainties discussed in documents filed with the Securities and Exchange Commission by the Company, as well as the solicitation/recommendation statement to ~~be filed by the Company~~pay. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon these forward-looking statements as predictions of future events. We do not undertake any responsibility to update any of these forward-looking statements to conform our prior statements to actual results or revised expectations, except as expressly required by law.”

~~Certain~~Management ~~Information~~Plan ~~Concerning~~compared ~~Participants~~to Barclays Capital’s DCF Analysis

The ~~Company~~“Net ~~and~~Income” ~~its~~estimates ~~directors,~~for ~~executive~~2011-2015 ~~officers~~as ~~and~~set ~~other~~forth ~~members~~on ofpage ~~its~~53 ~~management~~of ~~and~~the ~~employees~~proxy ~~may~~range befrom ~~deemed~~$400,000 to be$1,000,000 ~~participants~~greater inthan the ~~solicitation~~“After-tax ofadj. ~~proxies~~EBIT” ~~from~~estimates ~~its~~for ~~stockholders~~2011-2015 inas ~~connection~~set ~~with~~forth ~~the~~on ~~proposed~~page ~~Merger. Information~~14 ~~concerning the interests~~ of ~~the~~Barclays ~~Company~~Capital’s ~~participants~~May ~~in the solicitation is~~18, or2011 ~~will be~~presentation, ~~set~~filed ~~forth~~with in the ~~Company’s~~SEC ~~proxy statements and Annual Reports~~ on ~~Form~~June 10-K, ~~previously~~2011 ~~filed~~as ~~with~~Schedule ~~the Securities and Exchange Commission~~13E-3, ~~and~~because in the proxy statement relating to the proposed transaction when it becomes available. Each of these documents is, or will be, available free of charge at the Securities and Exchange Commission’s website at www.sec.gov and from the Company at http://www.chinafiresecurity.com/, and then clicking on the “~~Investor~~Net ~~Relations~~Income” ~~link~~estimates ~~and~~include ~~then~~estimated ~~the~~interest ~~“SEC Filings” link or by directing such request to Bin Gu, telephone: +86-10-8441-7400~~income.

~~Item~~Post-Merger ~~9.01. Financial Statements and Exhibits~~Employment

~~(d)~~The ~~Exhibits~~first paragraph on page 60 is amended to add the following sentence at the end of the paragraph:

~~The~~“Mr. ~~following~~Weigang ~~exhibits~~Li ~~are~~and ~~filed~~Mr. ~~herewith:~~Brian Lin have received proposed draft employment agreements. But the material terms have not yet been negotiated.”

~~Exhibit~~Market ~~No.~~Check

~~2.1~~The ~~Agreement~~fourth ~~and~~full ~~Plan~~paragraph ofon ~~Merger,~~page ~~dated~~23 ~~May~~is ~~20,~~amended ~~2011,~~to byadd ~~and~~the ~~among~~following ~~Amber~~sentence ~~Parent~~at ~~Limited,~~the ~~Amber~~end ~~Mergerco,~~of ~~Inc.~~the ~~and China Fire & Security Group, Inc.~~paragraph:

~~9.1~~“Barclays ~~Form~~Capital only contacted one financial buyer at this time because this potential buyer had previously submitted a non-binding offer and it was sensible to check its interest level again in light of ~~Voting~~its ~~Agreement~~past interest and potential ability to proceed quickly. Otherwise, Barclays Capital focused on potential strategic buyers because, as a general matter, a strategic buyer is often able to offer a higher price because it can extract synergies from the post-combination company not available to most financial buyers.”

~~10.1~~Special ~~Debt~~Committee ~~Commitment~~Consideration ~~Letter, dated May 20, 2011, by and among Amber Mergerco, Inc., Bank~~ of ~~America,~~Barclays ~~N.A.,~~Capital’s ~~The~~Relationship ~~Hongkong~~with ~~and Shanghai Banking Corporation Limited and Citigroup Global Markets Asia Limited.~~Bain

~~10.2~~The ~~Equity~~following ~~Commitment~~is ~~Letter,~~inserted ~~dated~~after ~~May~~the ~~20,~~first ~~2011,~~full byparagraph ~~Bain~~on ~~Capital~~page ~~Asia~~34 ~~Fund,~~of ~~L.P.~~the ~~and Bain Capital Fund X, L.P.~~proxy:

~~10.3~~“The ~~Limited~~special ~~Guarantee~~committee did not, ~~dated~~at ~~May~~the ~~20,~~time ~~2011,~~it byratified ~~Bain~~the appointment of Barclays Capital ~~Asia~~as ~~Fund~~financial advisor, Lconsider any potential conflict between Barclays Capital and Bain because the special committee did not foresee that Bain would make an offer to acquire the Company.P. However, in ~~favor~~conjunction with the special committee’s and the Board’s consideration of ~~China~~Barclays ~~Fire~~Capital’s &fairness ~~Security~~opinion, ~~Group~~the fact that, ~~Inc~~during the preceding two years, Barclays Capital and its affiliates had certain commercial, financial, or investment banking relationships with Bain Capital and certain of its portfolio companies and affiliates for which Barclays Capital received customary compensation was considered.” See Summary of Material Financial Analysis (General).”

~~10.4~~ADDITIONAL ~~Rollover~~INFORMATION ~~Agreement,~~AND ~~dated~~WHERE ~~May~~TO ~~20,~~FIND ~~2011, by and among Amber Parent Limited, Amber Mergerco, Inc., Li Brothers Holdings Inc., Jin Zhan Limited, Vyle Investment, Inc. and Small Special Technology Inc.~~IT

In connection with the Merger, the Company filed the Definitive Proxy Statement with the SEC on August 12, 2011 and commenced mailing the Definitive Proxy Statement and form of proxy to the shareholders of the Company. BEFORE MAKING ANY VOTING DECISION, YOU ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT REGARDING THE MERGER CAREFULLY AND IN ITS ENTIRETY BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.

The Company is subject to the informational requirements of the Exchange Act and files annual, quarterly and current reports, proxy statements and other information with the SEC. You can read the Company’s SEC filings, including the Definitive Proxy Statement, through the Internet at the SEC’s website at www.sec.gov.

If you have any questions about this proxy statement, the special meeting or the merger or if you need assistance with the voting procedures, including casting or changing your vote, you should contact the Company’s proxy solicitor,Okapi, toll-free at (877) 869-0171, collect at (212) 297-0720, by email at info@okapipartners.com or at 437 Madison Avenue, 28th Fl., New York, NY 10022.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CHINA FIRE & SECURITY GROUP, INC.
Date: May 23, 2011	/s/ Brian Lin
Date:September 15, 2011	/s/ Brian Lin
	Name: Brian Lin Title: Chief Executive Officer

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