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EX-99.1 - PRESS RELEASE, DATED APRIL 15, 2010 - CHINA YIDA HOLDING, CO. | f8k041510ex99i_chinayida.htm |
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): April 15,
2010
China
Yida Holding, Co.
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Delaware
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000-26777
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50-0027826
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||
(STATE
OR OTHER JURISDICTION OF
INCORPORATION
OR ORGANIZATION)
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(COMMISSION
FILE NO.)
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(IRS
EMPLOYEE IDENTIFICATION NO.)
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28/F
Yifa Building
No.
111 Wusi Road
Fuzhou,
Fujian, P. R. China
(ADDRESS
OF PRINCIPAL EXECUTIVE OFFICES)
86-591-28308388
(ISSUER
TELEPHONE NUMBER)
(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 (see
General Instruction A.2. below):
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 a Material Definitive Agreement
Effective
April 15, 2010 (the “Effective Date”), China Yida Holding, Co. and its wholly
owned subsidiary, Yida (Fujian) Tourism Group Limited (f/k/a Fujian Yunding
Tourism Industrial Co., Ltd, collectively, the “Company”) jointly with Anhui
Xingguang Investment Group Ltd. (the “Anhui Xingguang”), a reputable privately
held company engaged in real estate and commercial development in Anhui
province, entered into an Emperor Ming Taizu Cultural and Ecological Resort and
Tourist Project Finance Agreement (the “Agreement”) with Anhui Province Bengbu
Municipal Government (the “Government”), pursuant to which the Company and Anhui
Xingguang will form a limited liability company (the “Project Company”), with a
total registered capital of RMB 100 million (approximately $14.6 million) to
engage in construction and development of the Ming Dynasty Entertainment World
(the “Project”). The Project includes recreational developments of Royal Hot
Spring World (a resort hotel), Royal Tour Town, Filial Piety Temple, and Royal
Hunting Garden.
The
Project Company will obtain the land use right for the Project on an
approximately 5,000 Mu lot (approximately 824 acres, 1 Mu = 6.07 acres, the
“Project Land”), of which approximately 500 Mu will be industrial use land
suitable for tourism, recreational and commercial real estate purposes,
approximately 250 Mu will be commercial use land suitable for tourism real
estate purpose, and approximately 4,250 Mu will be ecological use land
suitable for tourism-environment-enhancement purposes.
We will
obtain land use rights to the industrial use land and commercial use land from
the Government by paying lump-sum land-grant fees upon receipt of such land use
rights, and will obtain land use rights to the ecological use land from rural
collectives and individuals by paying rent in accordance with lease
agreement.
In order
to facilitate the development of the Project, the Government shall, among
others,
1.
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complete
environmental impact assessment, approval, registration and other
administrative matters related to the Project timely to ensure that the
Company and Anhui Xingguang can complete the Project construction and
development on schedule;
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2.
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assist
the Project Company in obtaining all necessary permits, certificates &
opinions from government agencies. In particular the state-owned-land use
right permit, land planning permit, construction planning permit,
construction permit and government opinion on site
selection;
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3.
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ensure
that the Project Land surrounding area has power cables, public sewage,
digital electronic signal outputs, and access to main public
roads;
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4.
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be
responsible for cemetery and resident relocation from the Project Land,
provided, however, the the Company and Anhui Xingguang shall be
responsible for relocation compensations in accordance with the national
standard; and
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5.
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implement
natural environment, ecological forest and natural grassland protection
polices, and maintain environmental protection, forest fire prevention,
and social security.
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The
Company and Anhui Xingguang shall, among others,
1.
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submit
the Project blueprint and planning to the Government for
approval;
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2.
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be
entitled to all revenues generated by the Project, except for the
land-grant fees, rent, and tax;
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3.
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be
obligated to protect environment and prevent water pollution and forest
fire.
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In the
event that the Government breaches this Agreement, which causes interruptions to
the Project construction, the Company and Anhui Xingguang shall have the right
to withdraw their investment in the Project in whole or in part, to obtain
refund of all pre-paid fees, and to receive reimbursement for all fees
including, but not limited to, management fees, project planning fees, project
development fees and other related fees.
2
In
connection with entry into the Agreement, the Company and Anhui Xingguang
entered into a Project Finance Agreement effective April 15, 2010 (the
“Financing Agreement”). Pursuant to the Finance Agreement, the
Company shall contribute approximately RMB 60 million (approximately
$8.78 million) to acquire 60% equity interest in the Project Company, and Anhui
Xingguang shall contribute approximately RMB 40 million (approximately $5.8
million) to acquire the remaining 40% equity interest. The respective
rights and obligations of each of the Company and Anhui Xinguang shall be
provided by Project Company charter.
The
Project Company shall elect a five-member board of director (the “Board”), of
which three members will be appointed by the Company and the remaining two
members appointed by Anhui Xingguang. The Board shall have one chairman,
appointed by the Company, and one vice chairman, appointed by Anhui Xingguang.
In addition, the Project Company shall elect a three-member board of
supervisors, of which two members will be appointed by the Company and one
appointed by Anhui Xingguang.
Item
8.01 Other Events
In order
to better reflect the Company’s strategy of expanding its business operations in
China by extending the Company’s business model through acquiring or
collaborating with other domestic tourism destinations, China Yida Holding Co.
changed the company name of its operating subsidiary, “Fujian Yunding Tourism
Industrial Co., Ltd” to “Yida (Fujian) Tourism Group Limited” on April 12.
2010.
On April
15, 2010, we issued a press release announcing that we entered into the Emperor
Ming Taizu Cultural and Ecological Resort and Tourist Project Finance Agreement
with the Bengbu Municipal Government. A copy of the press release
announcing our execution of the Agreement is attached hereto as Exhibit
99.1.
Item
9.01 Financial Statement and Exhibits.
(a)
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Financial
Statements of Business Acquired.
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None.
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(b)
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Pro
Forma Financial Information.
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None.
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(c)
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Exhibits.
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99.1
Press Release, dated April 15, 2010
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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
Yida Holding, Co.
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By:
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/s/ Minhua Chen | |
Name: Minhua Chen | |||
Title: Chairman and Chief Executive Officer | |||
Dated: April 15, 2010 |
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