Attached files
| file | filename |
|---|---|
| EX-10.7 - CHINA INFRASTRUCTURE CONSTRUCTION Corp | v163267_ex10-7.htm |
| EX-10.2 - CHINA INFRASTRUCTURE CONSTRUCTION Corp | v163267_ex10-2.htm |
| EX-99.1 - CHINA INFRASTRUCTURE CONSTRUCTION Corp | v163267_ex99-1.htm |
| EX-10.5 - CHINA INFRASTRUCTURE CONSTRUCTION Corp | v163267_ex10-5.htm |
| EX-10.8 - CHINA INFRASTRUCTURE CONSTRUCTION Corp | v163267_ex10-8.htm |
| EX-10.3 - CHINA INFRASTRUCTURE CONSTRUCTION Corp | v163267_ex10-3.htm |
| EX-10.1 - CHINA INFRASTRUCTURE CONSTRUCTION Corp | v163267_ex10-1.htm |
| EX-10.4 - CHINA INFRASTRUCTURE CONSTRUCTION Corp | v163267_ex10-4.htm |
| EX-10.6 - CHINA INFRASTRUCTURE CONSTRUCTION Corp | v163267_ex10-6.htm |
UNITED
STATES
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): October 16, 2009
Commission
File Number: 333-146758
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China
Infrastructure Construction Corporation
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(Exact
name of registrant as specified in its
charter)
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Colorado
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16-1718190
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(State
or other jurisdiction of incorporation)
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(IRS
Employer Identification Number)
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C915
Jia Hao International Business Center
116
Zizhuyuan Road Haidan District
Beijing,
China 100097
(Address
of principal executive offices)
86-10-5170-9287
(Registrant’s
telephone number, including area code)
(Former
name or former address if changed since the last report)
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:
o Written communication pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry
into a Material Definitive Agreement
Subscription
Agreement
On
October 16, 2009, China Infrastructure Construction Corporation (the “Company”)
entered into and consummated the sale of securities pursuant to a Subscription
Agreement (the “Subscription Agreement”) with a number of institutional
investors (the “Investors”), providing for the sale to the Investors of an
aggregate of approximately 2,564,103 shares (the “Shares”) of the Company’s
common stock, no par value (the “Common Stock”) for an aggregate purchase price
of approximately $10,000,000 (or $3.90 per Share) (the “Private Placement”).
Immediately before the Private Placement, there were 8,560,893 shares of
Common Stock outstanding; immediately after the Private Placement, there were
11,528,493 shares of Common Stock outstanding.
The
Subscription Agreement contains representations and warranties of the Company
and the Investors which are customary for transactions of this type. It also
obligates the Company to indemnify the Investors for any losses arising out of
any breach of the agreement or failure by the Company to perform with respect to
the representations, warranties or covenants contained in the
agreement.
Covenants
The
Company also entered into several covenants in the Subscription Agreement, the
breach of which can result in penalties, which are capped at 15% of the
aggregate purchase price of the Private Placement. These covenants
include:
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·
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Structuring
the Company’s board of directors to be in compliance with the Nasdaq
Corporate Governance standards;
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·
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Listing
on a National Securities Exchange within 24 months of the Closing
Date;
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·
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Hiring
of a new full-time chief financial officer, subject to the approval of
certain Investors;
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·
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Hiring
of an internal control consultant for Sarbanes-Oxley 404 compliance;
and
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·
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Delivery
of additional shares of common stock to the Investors on a pro rata basis
for no additional consideration in the event that the Company’s after tax
net income for each of the fiscal years ending May 31, 2010 and 2011 is
less than $14,000,000 and $18,000,000 respectively subject to certain
adjustments, which number of shares should be equal to the percentage of
variation between the actual net income and the target net
income.
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Registration
Rights
Under the
Subscription Agreement, the Company agreed to file a registration statement
within 45 days after receipt of a written demand from the Investors representing
not less than 50% of the then outstanding Shares. The Company is not
obligated to file such registration statement before January 31, 2010 and the
total number of the demand registration statements that the Company is obligated
to file is limited to two. The Company also granted to the Investors
unlimited piggy-back registration rights for their Shares if the Company files a
registration statement with regard to its securities issued in subsequent
offerings.
The
Company will incur liquidated damages if it fails to file the registration
statement within a required period of time or fails to respond to the comments
of the US Securities and Exchange Commission within thirty days after their
receipt.
Right of First Refusal and
MFN Provisions
Pursuant
to the Subscription Agreement, the Investors will be entitled to a right of
first refusal, which will be valid for one year after the Closing Date, with
respect to certain proposed sales of the Company’s
securities.
2
The
Company also agreed that if, within 24 months after the closing, the Company
issues its securities at a price which is less than 115% of the per share price
during the first 60 days or less than 120% of the per share price thereafter,
the Investors will be issued certain additional shares of Common Stock as a
protection against dilution.
Roll-In
Provision
If the
Company completes a subsequent capital-raising transaction before the earlier of
(i) the expiration of 12 months after the closing or (ii) the Company filing a
registration statement pursuant to the Subscription Agreement, the Investors
will have the right to exchange their Shares for the securities so offered by
the Company on a pro-rata basis. If the Company has filed a registration
statement pursuant to the Subscription Agreement and undertakes a subsequent
capital-raising transaction within 12 months after the closing, then if the
Company issues any warrants in such financing, each Investor shall receive same
warrants on a pro-rata basis, or if the Company issues any security that pays
interest or dividend, each Investor shall receive such interest or dividend on a
pro-rata basis in cash or stock at the Company’s option.
IR Escrow
Agreement
In
connection with the Subscription Agreement, the Company also entered into an
Investor Relations Escrow Agreement with an escrow agent and an investor
representative, wherein the Company agreed to deposit $120,000 of the proceeds
of the Private Placement into an escrow account (the “IR Escrow Funds”) and to
utilize such IR Escrow Funds for a three-year investor relations program (the
“IR Escrow Agreement”). In accordance with the Subscription Agreement, the
Company shall retain an investor relations firm within 30 days after the Closing
Date, subject to the approval of the investor representative. The Company is
obligated to replenish the IR Escrow Funds on the second and third anniversaries
of the Closing Date to bring the balance of such funds to $120,000 as of
then.
Compensations
to Placement Agents, Consultant and Finder
In
connection with the Private Placement, the Company issued to the placement agent
warrants to purchase 153,846 shares of Common Stock exercisable for a period of
five years at an exercise price of $3.9 per share and paid a transaction fee
equal to 8% of the gross proceeds of the Private Placement. Additionally, the
Company issued to a financial advisor in the PRC 289,012 shares of Common
Stock and paid a transaction fee equal to 2.5% of the gross proceeds of the
Private Placement.
Lockup
Agreements
As a
condition to complete the Private Placement, the Company also entered into a
series of Lockup Agreements with certain individuals (the “Lockup
Providers”).
Under
such Lockup Agreements, the Lockup Providers agree not to offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, sell short, grant any option, right or warrant to purchase,
lend or otherwise transfer or dispose of any shares of Common Stock, or enter
into any swap or other arrangement that transfers any economic consequences of
ownership of Common Stock until 24 months after the date therein (the “Lockup
Period”). During the Lockup Period, the Lockup Providers that are not affiliates
of the Company will no longer be subject to the Lockup Agreement, if the stock
price and trading volume of the Company’s Common Stock reaches a Threshold Term,
as defined thereunder.
On
October 20, 2009, the Company issued a press release announcing the sale of the
Shares to the Investors, a copy of which is attached hereto as Exhibit
99.1.
3
Item
3.02 Unregistered
Sales of Equity Securities
On
October 14, 2009, to provide incentives to the Company’s management and to
adjust the Company’s capital structure, the Company issued to Rui Shen, a
majority shareholder of the Company, an aggregate of 7,031,344 shares of Common
Stock. Immediately prior to this issuance, Mr. Shen was the holder of 800,000
shares (after taking into account the 1-for-10 reverse stock split which took
effect on September 28, 2009). Immediately after the issuance of Shares, Mr.
Shen held a total of 7,831,344 shares of Common Stock, which represented 91.5%
of the Company’s Common Stock outstanding prior to the Private
Placement.
6,284,706
shares issued to Mr. Shen may be acquired in the future by Mr. Rong Yang, our
Chief Executive Officer and Chief Financial Officer, pursuant to a call option
agreement between Mr. Shen and Mr. Yang, dated October 14, 2009. Previously on
October 8, 2008, Mr. Shen and Mr. Yang entered into another call option
agreement, whereby Mr. Yang may acquire the previously issued 800,000 shares of
Common Stock held by Mr. Shen, as disclosed in our current report on Form 8-K/A
filed with the Securities and Exchange Commission on April 29, 2009. 746,638
shares issued to Mr. Shen may be acquired in the future by Mr. Bingchuan, our
director, pursuant to a call option agreement between Mr. Shen and Mr. Xiao
dated October 14, 2009.
On
October 14, 2009, Mr. Shen and Mr. Yang also entered into a voting trust
agreement, pursuant to which Mr. Yang has the voting right to the aggregate of
7,831,344 shares of Common Stock held by Mr. Shen. Pursuant to another voting
trust agreement between Mr. Shen and Mr. Xiao, dated October 14, 2009, Mr. Xiao
has the voting right as to the 746,638 shares that he may acquire from Mr.
Shen.
The
issuances of the Company’s securities described herein were effectuated pursuant
to the exemption from the registration requirements of the Securities Act of
1933 (the “Act”), as amended, provided by Section 4(2) of the Act and/or
Regulation D, and Regulation S promulgated thereunder.
Item
3.03 Material Modification to Rights of
Security Holders
Reference
is made to Item 1.01 for information relating to the modification of rights of
holders of our Common Stock.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d)
Exhibits
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Number
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Description
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10.1
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Form
of Subscription Agreement dated October 16, 2009, among the Company and
the Investors named therein.
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10.2
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Form
of Investor Relations Escrow Agreement dated October 16, 2009, among the
Company, Anslow& Jaclin, LLP and Trillion Growth China General
Partner.
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10.3
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Form
of Lockup Agreement dated October 16, 2009, by and between the Company and
certain directors and officers.
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10.4
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Form
of Lockup Agreement dated October 16, 2009, by and between the Company and
certain non-affiliates shareholders.
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10.5
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Form
of Call Option Agreement dated October 14, 2009, by and between Rui Shen
and Rong Yang.
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10.6
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Form
of Call Option Agreement dated October 14, 2009, by and between Rui Shen
and Bingchuan
Xiao.
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4
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10.7
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Form
of Voting Trust Agreement dated October 14, 2009, by and between Rui Shen
and Rong Yang.
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10.8
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Form
of Voting Trust Agreement dated October 14, 2009, by and between Rui Shen
and Bingchuan Xiao.
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99.1
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Press
Release of the Company dated October 20,
2009.
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5
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.
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China
Infrastructure Construction Corporation
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October
20, 2009
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By:
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/s/ Rong Yang
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Rong
Yang
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Chief
Executive Officer and Chief Financial
Officer
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