Attached files
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| EX-2.1 - BIRCH BRANCH INC | v185693_ex2-1.htm |
| EX-99.1 - BIRCH BRANCH INC | v185693_ex99-1.htm |
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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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WASHINGTON,
DC 20549
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FORM
8-K
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CURRENT
REPORT
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Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
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Date of Report (Date of earliest event reported):
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May
14, 2010
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Birch
Branch, Inc.
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(Exact
name of registrant as specified in
charter)
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Colorado
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333-126654
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84-1124170
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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2560
W. Main Street, Suite 200
Littleton,
CO 80120
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(Address
of Principal Executive Offices)
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Registrant’s telephone number, including area code:
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(303)
794-9450
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(Former
name or former address, if changed since last
report)
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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:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ 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
1.01. Entry
into a Material Definitive Agreement.
On May
14, 2010, Birch Branch, Inc. (the “Company,” “we,” or “us”) entered into a
Share Exchange Agreement with the principal shareholders of the Company,
Shun Cheng Holdings HongKong Limited, a privately-held company organized under
the laws of Hong Kong (“Shun Cheng HK”), and
the shareholders of Shun Cheng HK (the “Share Exchange
Agreement”). Pursuant to the terms of the Share Exchange
Agreement, we agreed to acquire all of the issued and outstanding shares of Shun
Cheng HK from the Shun Cheng HK shareholders in exchange for the issuance by us
to the Shun Cheng HK shareholders of an aggregate of 30,233,750 newly-issued
shares of our common stock (the “Share Exchange”),
which, upon completion of the transactions contemplated by the Share Exchange
Agreement, will constitute approximately 95% of our issued and outstanding
shares of common stock. Upon consummation of the Share Exchange, Shun
Cheng HK will become a wholly-owned subsidiary of the Company.
Anyang
Shuncheng Energy Technology Co., Ltd., a Chinese wholly-foreign owned enterprise
subsidiary of Shun Cheng HK (“Anyang WFOE”), is a
party to a series of agreements with Henan Shuncheng Group Coal Coke Co., Ltd.,
a Chinese variable interest entity (“SC
Coke”), that produces refined coal and metallurgical coke
and coal and coke byproducts in Henan Province in the central region
of the People’s Republic of China, and all of the shareholders of SC
Coke. Pursuant to these agreements, Anyang WFOE manages SC Coke’s
operations and assets, controls all of SC Coke’s cash flow through an
entrusted bank account and is obligated to pay all SC Coke debts to the extent
SC Coke is not able to, in exchange for all of SC Coke’s net
earnings. Anyang WFOE also has full control over the operations and
the voting securities of SC Coke.
The Share
Exchange Agreement contains customary representations, warranties and covenants,
and the transactions contemplated by the Share Exchange Agreement are subject to
customary closing conditions, including the right of Shun Cheng HK to complete
to its satisfaction its due diligence investigation and our satisfaction of our
outstanding liabilities and obligations. The Share Exchange Agreement
also provides for certain indemnification obligations.
Pending
satisfaction of the closing conditions, the parties expect the closing to
occur on or about May 28, 2010. If the transaction has not closed by
June 30, 2010, either we or Shun Cheng HK have the right to terminate
the Share Exchange Agreement, so long as such party’s action or failure to act
has not been the principal cause for the failure to close. There
can be no assurance that we will complete the Share Exchange as contemplated in
the Share Exchange Agreement.
The description of the Share Exchange
Agreement above does not purport to be complete and is qualified in its entirety
by reference to the full text of the Share Exchange Agreement, which is filed as
Exhibit 2.1 to this Report. The Share Exchange Agreement has been
included to provide investors and security holders with information regarding
its terms. It is not intended to provide any other factual information
about the Company or the other parties thereto. The Share Exchange
Agreement contains customary representations and warranties the parties thereto
made to, and solely for the benefit of, the other parties thereto.
Accordingly, investors and security holders should not rely on the
representations and warranties as characterizations of the actual state of
facts, since they were only made as of the date of such agreement. In
addition, the Share Exchange Agreement is modified by the underlying disclosure
schedules. Moreover, information concerning the subject matter of the
representations and warranties may change after the date of such agreement,
which subsequent information may or may not be fully reflected in the Company’s
public disclosures.
Item
9.01. Financial Statements and Exhibits
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(d)
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Exhibits.
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The
exhibits listed in the following Exhibit Index are filed as part of this Current
Report on Form 8-K.
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Exhibit
No.
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Description
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2.1
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Share
Exchange Agreement, dated May 14, 2010, by and among Birch Branch, Inc.,
Timothy Brasel, Brasel Family Partners LTD, LaMirage Trust, Mathis Family
Partners, LTD, Lazzeri Family Trust, Hu Qingying, Ong Hock Seng and SCM
Capital LLC, Shun Cheng Holdings Limited, Wanjinlin International
Investment Group Limited, Jinmao Investment Group Limited, USA Wall Street
Capital United Investment Group Limited, Global Chinese Alliance
Development Ltd., USA International Finance Consulting Group Ltd., Golden
Hill International Investment Group Limited, Fuhai International
Investment Group Limited, Renhe International Investment Group Limited,
Fuyutai International Investment Group Limited, and Kangchen International
Investment Group Limited, and Shun Cheng Holdings HongKong
Limited**
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99.1
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Press
release, dated May 18,
2010.
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**
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The
Registrant has omitted certain schedules and exhibits pursuant to Item
601(b)(2) of Regulation S-K and shall furnish supplementally to the
Securities and Exchange Commission (the “SEC”), copies of any of the
omitted schedules and exhibits upon request by the
SEC.
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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.
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Birch
Branch, Inc.
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Date:
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May
19, 2010
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By:
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/s/ Timothy Brasel
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Timothy
Brasel
President
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Exhibit
Index
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Exhibit
No.
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Description
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2.1
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Share
Exchange Agreement, dated May 14, 2010, by and among Birch Branch, Inc.,
Timothy Brasel, Brasel Family Partners LTD, LaMirage Trust, Mathis Family
Partners, LTD, Lazzeri Family Trust, Hu Qingying, Ong Hock Seng and SCM
Capital LLC, Shun Cheng Holdings Limited, Wanjinlin International
Investment Group Limited, Jinmao Investment Group Limited, USA Wall Street
Capital United Investment Group Limited, Global Chinese Alliance
Development Ltd., USA International Finance Consulting Group Ltd., Golden
Hill International Investment Group Limited, Fuhai International
Investment Group Limited, Renhe International Investment Group Limited,
Fuyutai International Investment Group Limited, and Kangchen International
Investment Group Limited, and Shun Cheng Holdings HongKong
Limited**
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99.1
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Press
release, dated May 18,
2010.
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**
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The
Registrant has omitted certain schedules and exhibits pursuant to Item
601(b)(2) of Regulation S-K and shall furnish supplementally to the
Securities and Exchange Commission (the “SEC”), copies of any of the
omitted schedules and exhibits upon request by the
SEC.
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