Attached files
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| EX-10.1 - Wonder Auto Technology, Inc | v206734_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): December 24, 2010
Wonder
Auto Technology, Inc.
(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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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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1
On December 24, 2010, Wonder Auto
Technology, Inc. (the “Company”) announced that its
wholly owned subsidiary Wonder Auto Limited (BVI) (“WAL”) entered into a Share
Transfer Agreement dated December 24, 2010 with Jinzhou Halla Investment Co.,
Ltd (the “Acquirer”),
pursuant to which the Acquirer purchased from WAL a 1.10% equity interest in
Jinzhou Halla Electrical Equipment Co. Ltd. (“Jinzhou Halla”), WAL’s wholly owned
subsidiary, in exchange for RMB11.35 million (approximately US$1.7 million) (the
“Share Transfer
Agreement”). The Acquirer is owned and controlled by Qingjie
Zhao, the Company’s Chairman of the Board, Chief Executive Officer and
President, Meirong Yuan, the Company’s Chief Financial Officer, Qingdong Zeng,
the Company’s Chief Strategy Officer, Yuncong Ma, the Company’s Chief Operating
Officer, Yongdong Liu, the Company’s Vice President, and Yuguo Zhao, the
Company’s Vice President.
The Share
Transfer Agreement and transactions effected thereby are part of the corporate
restructuring that the Company is completing in connection with its proposed
listing of Jinzhou Halla’s shares on the Shenzhen Stock Exchange.
Given the interests of officers,
directors and other employees of the Company in the Acquirer, the Share Transfer
Agreement was reviewed and approved by the Company’s Audit Committee of its
Board of Directors.
The foregoing description of the Share
Transfer Agreement is only a summary and is qualified in its entirety by
reference to the Share Transfer Agreement filed as Exhibit 10.1 to this Current
Report on Form 8-K.
The
Company cautions investors that listing on the Shenzhen Stock Exchange is a
complex process that involves a number of risks and uncertainties, including
without limitation, approval of China’s Securities Regulatory Commission, and
there is no assurance that the listing of Jinzhou Halla’s shares on the Shenzhen
Stock Exchange will be completed.
Safe
Harbor Statement
This
current report on Form 8-K includes certain statements that are not descriptions
of historical facts, but are forward-looking statements. Such statements
include, among others, those concerning the proposed listing of Jinzhou Halla’s
shares on the Shenzhen Stock Exchange and related restructuring. Forward-looking
statements can be identified by the use of forward-looking terminology such as
“will,” “believe,” “expect,” “may,” “hope,” “should,” “potential,” “continue,”
“anticipate,” “future,” “intend,” “plan,” “believe,” “is/are likely to,”
“proposed,” “estimate” or similar expressions. Such information is based upon
assumptions and expectations of our management that were reasonable when
made but may prove to be incorrect. All of such assumptions and expectations are
inherently subject to uncertainties and contingencies beyond our control and
based upon premises with respect to future business decisions, which are subject
to change. We do not undertake to update the forward-looking statements
contained in this report. For a description of the risks and uncertainties that
may cause actual results to differ from the forward-looking statements contained
in this press release, see our most recent Quarterly Reports on 10-Q and Annual
Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”),
and our subsequent SEC filings. Copies of filings made with the SEC are
available through the SEC’s electronic data gathering analysis retrieval system
at http://www.sec.gov. All information provided in this current report and in
the attachments is as of the date of this current report.
2
Item
9.01 Financial Statements and Exhibits
(d) Exhibits.
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Exhibit Number
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Description
of Exhibit
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10.1
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Share
Transfer Agreement dated December 24, 2010 by and between Wonder Auto
Limited (BVI) and Jinzhou Halla Investment Co.,
Ltd.
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3
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.
Date:
December 29, 2010
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/s/
Qingjie Zhao
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Chief
Executive Officer and President
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4
EXHIBIT
INDEX
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Description
of Exhibit
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10.1
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Share
Transfer Agreement dated December 24, 2010 by and between Wonder Auto
Limited (BVI) and Jinzhou Halla Investment Co.,
Ltd.
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5