Attached files
| file | filename |
|---|---|
| EX-10.4 - Wonder Auto Technology, Inc | v190474_ex10-4.htm |
| EX-10.5 - Wonder Auto Technology, Inc | v190474_ex10-5.htm |
| EX-10.3 - Wonder Auto Technology, Inc | v190474_ex10-3.htm |
| EX-10.2 - Wonder Auto Technology, Inc | v190474_ex10-2.htm |
| EX-10.1 - Wonder Auto Technology, Inc | v190474_ex10-1.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): July 13, 2010
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Wonder
Auto Technology, Inc.
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(Exact
name of registrant as specified in its
charter)
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Nevada
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0-50883
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88-0495105
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(State
of Incorporation)
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(Commission
File No.)
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(IRS
Employer ID No.)
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No.
16 Yulu Street
Taihe
District, Jinzhou City, Liaoning Province
People’s
Republic of China, 121013
(Address
of Principal Executive Offices)
(86)
416-2661186
Registrant’s
Telephone Number, Including Area Code:
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.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
Conditional
Sale and Purchase Agreement
On July
10, 2010, Wonder Auto Technology, Inc.’s (the “Company”)
wholly-owned subsidiaries Wonder Auto Limited (“Wonder
BVI”) and Yearcity Limited (“Yearcity”)
entered into a conditional sale and purchase agreement (“Applaud
Agreement”) with Jin Ying Limited, a British Virgin Islands corporation
(“Jin
Ying”) under which Wonder BVI and Yearcity will sell an aggregate of
4,015 ordinary shares (the “Applaud
Shares”) of Applaud Group Limited (“Applaud”),
representing 38.36% of the total equity interest in Applaud, for a total
consideration of HK$162,000,000 (approximately US$20.86 million). Applaud is a
British Virgin Islands corporation that has no assets other than its ownership
of 48.58% of equity interest in Jinheng Automotive Safety Technology Holdings
Limited, a Cayman Islands corporation (“Jinheng
Holdings”). Wonder BVI and Yearcity acquired the Applaud
Shares for a total consideration of HK$115,449,757.80 (approximately US$14.87
million) in January 2010. The closing of the Applaud Agreement is conditioned
upon the Closing of the Vital Glee Agreement.
Conditional
Disposal Agreement
On the
same date, the Company’s wholly-owned subsidiary Vital Glee Development
Limited (“Vital
Glee”) entered into a conditional disposal agreement (the “Vital Glee
Agreement”) with Jinheng Holdings, under which Vital Glee will acquire a
100% equity interest in Jinheng (BVI) Ltd., a British Virgin Islands corporation
(“Jinheng
BVI”). Jinheng BVI is a holding company without any active operations or
assets except (i) its 100% equity ownership of Jinheng (Hong Kong) Ltd., a
holding company with no active business operations (“Jinheng
HK”); (ii) its indirect (through Jinheng HK) 100% equity ownership of
Jinzhou Jinheng Automobile Safety System Co., Ltd. (“Jinzhou
Jinheng”), a Chinese corporation primarily engaged in the design,
manufacturing and sale of automobile airbags and safety belts; (iii) its 55.56%
indirect (through Jinheng PRC and Jinheng HK) equity ownership of Shenyang
Jinbei Jinheng Automobile Safety System Co., Ltd., a Chinese corporation
primarily engaged in the design, manufacture and sale of automobile airbags and
related parts; (iv) its 100% equity ownership of Beijing Jinheng Sega Automotive
Spare Parts Limited, a Chinese corporation engaged in the manufacture and sale
of automobile steering wheels; and (v) its 90% equity ownership of Harbin Hafei
Jinheng Automotive Safety System Co., Ltd., a Chinese corporation engaged in the
manufacture and sale of airbags and other automobile parts. Jinheng BVI also
owns Shanxi Winner Auto-Parts Limited (“Shanxi
Winner”),
a Chinese corporation engaged in design, manufacturing and sale of clock spring,
wire harness and inflator; and Shenyang Jinheng Jinsida Automobile Electronic
Co., Ltd. (“Jinsida”),
a Chinese corporation engaged in design, manufacturing and sale of electronic
control units. However, the parties agreed that Vital Glee will not acquire
ownership of Shanxi Winner or Jinsida as part of the transactions contemplated
by the Vital Glee Agreement, and Jinheng BVI and its subsidiaries will transfer
ownership of Shanxi Winner and Jinsida to Jinheng Holdings or its
subsidiaries.
Under the
Vital Glee Agreement, Vital Glee will pay total cash consideration of HK $1,130
million (approximately US$145.54 million) in exchange for the 100% equity
interest in Jinheng BVI. The total purchase price is scheduled to be paid by
Vital Glee in four installments as follows. The first installment payment of HK
$339 million (approximately US$43.66 million) will be made within seven business
days after the satisfaction of all the closing conditions (except for the
payment of such first installment payment) as set forth in Section 4.1 of the
Vital Glee Agreement. Vital Glee also will issue three non-interest bearing
promissory notes in the respective amount of HK $169.5
million (approximately US$21.83 million), HK $169.5 million (approximately
US$21.83 million) and HK $452 million (approximately US$58.22 million) to
Jinheng Holdings at the closing of the transactions contemplated by the Vital
Glee Agreement (the “Closing”),
which will become payable at the 30th, 90th and 180th days after the Closing,
respectively. Vital Glee will pledge shares of Jinheng BVI to secure the payment
of the promissory notes pursuant to a share pledge agreement to be entered into
at the Closing.
The
transaction is subject to customary closing conditions, including, among other
things, approval by the Company’s board, approval by shareholders of Jinheng
Holdings and approval by the Hong Kong Stock Exchange. In addition, Vital Glee
and Jinheng Holding will each deliver to the other party a fairness opinion
issued by an independent third party before Jinheng delivers the circular to its
shareholders as required under The Rules Governing the Listing of Securities on
the Stock Exchange of Hong Kong Limited. The
Company will fund the proposed acquisition through cash on hand and bank
loans. The
closing of the Vital Glee Agreement is conditioned upon the Closing of the
Applaud Agreement.
Other
Agreements
In
connection with and as closing conditions to the Vital Glee Agreement, on July
10, 2010, the parties also entered into the following documents which will
become effective upon satisfaction of certain conditions, including that the
closing of the Vital Glee Agreement.
Jinheng
Automotive Electronic (Hong Kong) Limited (“Jinheng Electric
HK”), a wholly-owned subsidiary of Jinheng Holdings and Jinzhou Jinheng
entered into the trademark license agreement, pursuant to which Jinzhou Jinheng,
as licensor, will grant a license to Jinheng Electronic HK, as licensee, in
respect of (i) the use of certain trademarks owned by Jinzhou Jinheng (the
“Jinheng
Trademarks”) in the PRC by Jinheng Electronic HK and (ii) the right to
sub-license to use of the Jinheng Trademarks in the PRC by Jinheng Electronic HK
to its associated companies or other companies at the nominal license fee of
RMB1.00 for the period from the Closing to the date of which Jinzhou Jinheng
will cease to legally and beneficially own and/or hold the legal titles of
Jinheng Trademarks.
Jinzhou
Jinheng and Beijing Jinheng Great Idea Automotive Electronic Systems Co., Ltd.,
a subsidiary of Jinheng Holdings (“Beijing Great
Idea”), entered into a supply agreement pursuant to which Beijing Great
Idea (or its associated companies) will manufacture and sell to Jinzhou Jinheng
(or its associated companies) automotive electronic systems and spare parts
which can be installed in the safety airbags system and safety seat belts system
manufactured by Jinzhou Jinheng. The agreement will expire on December 31,
2012.
Jinzhou
Jinheng and Shanxi Winner, a subsidiary of Jinheng Holdings, entered into a
supply agreement, pursuant to which Shanxi Winner (or its associated companies)
will manufacture and sell to Jinzhou Jinheng (or its associated companies)
safety airbag inflators and other automotive components which can be installed
in the safety airbags system and safety seat belts system manufactured by
Jinzhou Jinheng.
The
Company’s CEO and Chairman Mr. Qingjie Zhao is the executive director of Jinheng
Holdings and the Company’s Chief Strategy Officer and director Mr. Qingdong Zeng
is a non-executive director of Jinheng Holdings. As such, the Vital Glee
Agreement was identified and acknowledged by the Company’s Board of Directors
(the “Board”)
from the outset as related party transactions. On July 9, 2010, the Audit
Committee of the Board approved the Vital Glee Agreement and recommended
approval of the Vital Glee Agreement to the Board. The Board approved the Vital
Glee Agreements on July 9, 2010, with Messrs. Zhao and Zeng
abstaining.
The
description of the Vital Glee Agreement, the Applaud Agreement, the trademark
license agreement, the Beijing Great Idea suppler agreement and the Shanxi
Winner supplier agreement in this current report is a summary only and is
qualified in its entirety by the terms of the Vital Glee Agreement, the Applaud
Agreement, the trademark license agreement, the Beijing Great Idea suppler
agreement and the Shanxi Winner supplier agreement, English summaries of which
are attached hereto as exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 and are hereby
incorporated by reference.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
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(d)
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Exhibits.
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Number
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Description
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10.1
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English Summary of the conditional sale and purchase agreement, dated
July 10, 2010, by and among Wonder Auto Limited, Yearcity Limited and
Jin Ying Limited.
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10.2
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English Summary of the conditional
disposal agreement, dated July 10, 2010, by and among Vital Glee
Development Limited and Jinheng Automotive Safety Technology
Holdings Limited.
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10.3
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English Summary of the trademark license
agreement, dated July 10, 2010, by and between Jinheng Automotive
Electronic (Hong Kong) Limited and Jinzhou Jinheng Automobile Safety
System Co., Ltd.
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10.4
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English Summary of the supply agreement, dated
July 10, 2010, by and between Beijing Jinheng Great Idea Automotive
Electronic Systems Co., Ltd. and Jinzhou Jinheng Automobile Safety System
Co., Ltd.
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10.5
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English Summary of the supply agreement, dated
July 10, 2010, by and between Shanxi Winner Auto-Parts Limited and
Jinzhou Jinheng Automobile Safety System Co.,
Ltd.
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SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Wonder
Auto Technology, Inc.
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Date:
July 13, 2010
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/s/ Qingjie Zhao
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Chief
Executive Officer and
President
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EXHIBIT
INDEX
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Exhibit Number
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Description of Exhibit
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10.1
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English Summary of conditional sale and purchase
agreement, dated July 10,
2010, by and among Wonder Auto Limited, Yearcity Limited and Jin Ying Limited.
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10.2
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English Summary of conditional disposal agreement, dated July 10, 2010, by and among Vital Glee Development Limited and
Jinheng Automotive Safety Technology Holdings Limited.
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10.3
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English Summary of the trademark license
agreement, dated July 10, 2010, by and between Jinheng Automotive
Electronic (Hong Kong) Limited and Jinzhou Jinheng Automobile Safety
System Co., Ltd.
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10.4
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English Summary of the supply agreement, dated
July 10, 2010, by and between Beijing Jinheng Great Idea Automotive
Electronic Systems Co., Ltd. and Jinzhou Jinheng Automobile Safety System
Co., Ltd.
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10.5
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English Summary of the supply agreement, dated July 10, 2010, by and between
Shanxi Winner Auto-Parts Limited and Jinzhou Jinheng
Automobile Safety System Co.,
Ltd.
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