Attached files
| file | filename |
|---|---|
| EX-10.2 - China Integrated Energy, Inc. | v200719_ex10-2.htm |
| EX-10.1 - China Integrated Energy, Inc. | v200719_ex10-1.htm |
| EX-99.2 - China Integrated Energy, Inc. | v200719_ex99-2.htm |
| EX-99.1 - China Integrated Energy, Inc. | v200719_ex99-1.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): October 19,
2010
|
China Integrated Energy,
Inc
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(Exact
Name of Registrant as Specified in
Charter)
|
|
Delaware
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000-25413
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65-0854589
|
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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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Dongxin
Century Square, 7th
Floor
Hi-Tech
Development District
Xi’an,
Shaanxi Province, People’s Republic of China
710043
|
|
(Address
of Principal Executive Offices and Zip
Code)
|
Registrant’s
telephone number, including area code: 011-86-29 8268
3920
|
(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
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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|
o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement.
On October 19, 2010, Xi’an Baorun
Industrial Development Co., Ltd., (the “Xi’an Baorun” ), a variable interest
entity of China Integrated Energy, Inc. (the “Registrant”), entered into an
acquisition agreement ( the “Shenmu Agreement”) with Lu Wen Hua, a resident of
the People’s Republic of China, pursuant to which Xi’an Baorun acquired from Lu
Wen Hua all right, title and equity interest in and to all assets owned by Lu
Wen Hua in Shenmu Er Lin Tu Hong Tu Oil Supply Co., Ltd., a company organized under
the laws of the People’s Republic of China (the “Shenmu Co.”), including without limitation a
gas station, land use rights, auxiliary construction, machinery and equipment,
located at Shenmu County, Shaanxi Province, China. In consideration
for the acquired assets and land, Xi’an Baorun shall pay to Lu Wen Hua a total
purchase price of RMB 61 million (approximately $9.2 million) in cash, of which
RMB 36.6 million (approximately $5.5 million) was paid on the second business
day after execution of the Shenmu Agreement, RMB 18.3 million (approximately
$2.7 million) shall be paid sixty (60) days after the first payment upon
completion of formalities including, specifically amendments to business
licenses of Shenmu Co. and the gas station, and the remaining RMB 6.1 million
(approximately $0.9 million) shall be paid within fifteen (15) business days of
the first anniversary of Xi’an Baorun operating the gas station. All
the acquired assets were to be transferred to Xi’an Baorun within five (5) days
of execution of the Shenmu Agreement.
On October 22, 2010, Xi’an Baorun
entered into an acquisition agreement (the “Chongqing Agreement”) with Chongqing
Huaneng Waste and Recyclable Materials Co., Ltd., a company organized under the
laws of the People’s Republic of China (the “Chongqing Huaneng”), Chongqing
Tianrun Resources Development Co., Ltd., a company organized under the laws of
the People’s Republic of China (the “Chongqing Tianrun”), Liao Xiao Zhong, Xie
Hui and Wang Xiao Yong, residents of the People’s Republic of China, pursuant to
which Xi’an Baorun shall, upon closing, acquire all right, title and equity
interest in and to all assets owned by Chongqing Huaneng in Chongqing Tianrun,
including not limited to tangible and intangible assets, intellectual property,
land, buildings and machinery and equipment, located in Chongqing City,
China. In consideration for the acquired assets, Xi’an Baorun shall
pay to Chongqing Huaneng a total purchase price of RMB 110 million
(approximately $16.5 million) in cash, of which RMB 66 million (approximately
$9.9 million) shall be paid within ten (10) business days upon execution and
effectiveness of this Chongqing Agreement and satisfaction of all closing
conditions precedent therein, RMB 33 million (approximately $5.0 million) shall
be paid upon closing and RMB 11 million (approximately $1.7 million) shall be
paid within thirty (30) days of closing. The closing conditions
precedent include the issuance of a clean inspection report on Chongqing Tianrun
by legal counsel and public accountants appointed by Xi’an Baorun and no
violation of representations and warranties made by Chongqing Huaneng and
Chongqing Tianrun’s prior shareholders. The closing of the
transactions contemplated by this Chongqing Agreement shall take place on the
date that the formalities of amendment of registration with industry and
commerce administration and other conditions set forth in the Chongqing
Agreement are completed and satisfied.
Item 8.01 Other
Events.
On October 25, 2010 and October 26,
2010, the Registrant issued press releases announcing the Shenmu gas station
acquisition and the Chongqing assets acquisition, respectively. Copies of those
press releases are attached to this report as Exhibits 99.1 and
99.2.
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Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits.
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Exhibit
No.
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Description
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10.1
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Equity Transfer
Agreement by and
between Xi’an Baorun Industrial Development Co., Ltd. and Lu Wen
Hua, dated October 19, 2010.
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10.2
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Equity Transfer Agreement by and among Xi’an Baorun
Industrial Development Co.,
Ltd., Chongqing
Huaneng Waste and Recyclable Materials Co., Ltd., Chongqing
Tianrun Resources
Development Co., Ltd., Liao Xiao Zhong, Xie Hui and
Wang Xiao Yong, dated
October 22, 2010.
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99.1
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Press Release on October
25,
2010
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99.2
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Press Release on October
26,
2010
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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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Dated: November
2, 2010
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China
Integrated Energy, Inc.
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||
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By:
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/s/ Gao Xincheng | ||
| Name: Gao Xincheng | |||
| Title: Chief Executive Officer and President | |||
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