Attached files
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EX-10.2 - Linkwell CORP | v176289_ex10-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): December 21, 2009
LINKWELL
CORPORATION
|
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(Exact
name of registrant as specified in its
charter)
|
Florida
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000-24977
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65-1053546
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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1104
Jiatong Road, Jiading District, Shanghai, China
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201807
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (86) 21-5566-6258
Not
Applicable
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(Former
name or former address, if changed since 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 communications
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 Material Definitive Agreement.
On December 28, 2009, Linkwell Corp.
(the “Company”) announced that
on December 21, 2009, the Company, Linkwell Tech Group Inc., a Florida
corporation and wholly owned subsidiary of the Company (“Linkwell Tech”),
Shanghai Likang Disinfectant Hi-Tech Co., Ltd., a Chinese corporation and wholly
owned subsidiary of Linkwell Tech (“Likang Disinfectant”), Inner Mongolia Wuhai
Chengtian Chemical Co., Ltd., a corporation organized under the laws of
China (“Wuhai Chengtian”) and Honglin Li, a stockholder of Wuhai Chengtian,
entered into (and simultaneously closed) a stock purchase agreement (the
“Stock Purchase Agreement”) whereby Likang Disinfectant purchased 35% of the
outstanding capital stock of Wuhai Chengtian from Honglin Li in exchange (the
“Exchange”) for approximately $463,235 (3,150,000 RMB) and 4,000,000 shares of
the Company’s common stock, $0.0005 par value per share (“Linkwell
Shares”). Prior to this transaction, Likang Disinfectant owned 16% of the
capital stock of Wuhai Chengtai. Upon the closing of this transaction, Lihang
Disinfect will own 51% of the capital stock of Wuhai Chengtai. Wuhai
Chengtian manufactures materials the Company uses to make certain of its
disinfectant products.
The parties to the Stock Purchase
Agreement have been unable to obtain governmental tax approval of the
transactions contemplated thereby. As such, on February 26, 2010, the
Company, Linkwell Tech, Likang Disinfectant, Wuhai Chengtian and Honglin Li
entered into Amendment No. 1 to the Stock Purchase Agreement (the “Amendment”)
whereby the Stock Purchase Agreement has been amended such that the Exchange is
now contingent upon the parties receiving governmental approval of the
transaction.
The preceding
descriptions of the terms of the Stock Purchase Agreement and the Amendment are
qualified in their entirety by reference to the Stock Purchase Agreement filed
as Exhibit 10.1 to the Form 8-K filed with the Securities and Exchange
Commission on December 28, 2009 and Exhibit 10.2 hereto and are incorporated
herein by reference.
Item
3.02 Unregistered
Sales of Equity Securities.
The
disclosures in Item 1.01 above are incorporated into this Item 3.02 by
reference.
When the Exchange takes place, the Company intends
to rely on the exemption from the registration requirements of the Securities
Act of 1933, as amended (the “Securities Act”) provided under
Section 4(2) of the Securities Act when issuing the Linkwell Shares. The Company
does not intend to rely on Rule 903 of Regulation S, as previously
disclosed.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits.
10.1
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Stock
Purchase Agreement, dated December 21, 2009, by and among Linkwell Corp.,
Linkwell Tech Group Inc., Shanghai Likang Disinfectant Hi-Tech Co., Ltd.,
Inner Mongolia Wuhai Chengtian Chemical Co., Ltd. and Honglin Li (filed as
Exhibit 10.1 to the Form 8-K filed December 28, 2009 and incorporated
herein by reference).
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10.2
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Amendment
No. 1 to the Stock Purchase Agreement, dated February 26, 2010,
by and among Linkwell Corp., Linkwell Tech Group Inc., Shanghai Likang
Disinfectant Hi-Tech Co., Ltd., Inner Mongolia Wuhai Chengtian Chemical
Co., Ltd. and Honglin Li.
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SIGNATURE
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.
LINKWELL
CORPORATION
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By: /s/ Xuelian
Bian
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Xuelian
Bian
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President
and Chief Executive Officer
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Date: March 4,
2010
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