Attached files
| file | filename |
|---|---|
| EX-10.3 - Puda Coal, Inc. | v207025_ex10-3.htm |
| EX-10.2 - Puda Coal, Inc. | v207025_ex10-2.htm |
| EX-10.1 - Puda Coal, Inc. | v207025_ex10-1.htm |
| EX-99.1 - Puda Coal, Inc. | v207025_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): December
28, 2010
Puda
Coal, Inc.
(Exact
name of registrant as specified in its charter)
333-85306
(Commission
File Number)
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Delaware
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65-1129912
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(State
or other jurisdiction of
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(I.R.S.
Employer Identification No.)
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incorporation)
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426 Xuefu Street,
Taiyuan, Shanxi Province,
The
People’s Republic of China
(Address
of principal executive offices, with zip code)
011
86 351 228 1302
(Registrant's
telephone number, including area code)
Not
Applicable
(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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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 Material Definitive Agreements.
On
December 28, 2010, Shanxi Puda Coal Group Co., Ltd. (“Shanxi Coal”), a 90%
subsidiary of Puda Coal, Inc. (the “Company”) entered into a mining rights and
mining assets transfer agreement (the “Anrui Agreement”) with Pinglu County
Anrui Coal Industry Co., Ltd. (“Anrui Coal”), pursuant to which Shanxi Coal will
purchase from Anrui Coal all its tangible assets and coal mining rights located
in Pinglu County, Shanxi Province. As consideration, Shanxi Coal will
pay Anrui Coal an aggregate purchase price of RMB 250,000,000 (approximately
$37.43 million) in cash, of which RMB 64,810,000 ($9.70 million) is for Anrui
Coal’s tangible assets and RMB 185,190,000 ($27.77 million) is for the mining
rights of and compensation to Anrui. A copy of the Anrui Agreement is filed as
Exhibit 10.1 to this report and is incorporated herein in its entirety.
The description of the terms and conditions of the Anrui Agreement herein
is modified and supplemented by such reference.
On
December 28, 2010, Shanxi Coal entered into a mining rights and mining assets
transfer agreement (the “Chuntouao Agreement”) with Pinglu County Chuntouao Coal
Mine (“Chuntouao Coal”), pursuant to which Shanxi Coal will purchase from
Chuntouao Coal all its tangible assets and coal mining rights located in Pinglu
County, Shanxi Province. As consideration, Shanxi Coal will pay
Chuntouao Coal an aggregate purchase price of RMB 140,000,000 (approximately
$20.96 million) in cash, of which RMB 32,360,000 ($4.84 million) is for
Chuntouao Coal’s tangible assets and RMB 107,640,000 ($16.11 million) is for the
mining rights of and compensation to Chuntouao Coal. A copy of the
Chuntouao Agreement is filed as Exhibit 10.2 to this report and is incorporated
herein in its entirety. The description of the terms and conditions of the
Chuntouao Agreement herein is modified and supplemented by such
reference.
On
December 28, 2010, Shanxi Coal entered into a mining rights and mining assets
transfer agreement (the “Xiapingcun Agreement”) with Pinglu County Xiapingcun
Coal Mine (“Xiapingcun Coal”), pursuant to which Shanxi Coal will purchase from
Xiapingcun Coal all its tangible assets and coal mining rights located in Pinglu
County, Shanxi Province. As consideration, Shanxi Coal will pay
Xiapingcun Coal an aggregate purchase price of RMB 61,200,000 (approximately
$9.16 million) in cash, of which RMB 18,530,000 ($2.77 million) is for
Xiapingcun Coal’s tangible assets and RMB 42,670,000 ($6.39 million) is for the
mining rights of and compensation to Xiapingcun Coal. A copy of the
Xiapingcun Agreement is filed as Exhibit 10.3 to this report and is incorporated
herein in its entirety. The description of the terms and conditions of the
Xiapingcun Agreement herein is modified and supplemented by such
reference.
2
Under
each agreement, Shanxi Coal agrees to pay 50% of the purchase price within three
days of the execution of the agreement, 40% of the purchase price within 30 days
after assets transfer is completed and the mining permits and property deeds are
transferred, and the remaining 10% of the purchase price six months after the
mining permits and property deeds are transferred.
Pursuant
to the agreements, each seller will be responsible for canceling or terminating
their respective employment contracts (or labor relationships) with their staff,
paying all unpaid wage, premium and welfare expenses, and bearing all of the
expenses caused by the cancellation or termination of the employment
contracts.
Each
seller makes customary representations and warranties in the agreements with
respect to the assets and rights transferred to Shanxi Coal. The closing of the
transactions under the agreements are subject to customary closing conditions,
including registration and transfer of ownership certificates and mining right
certificates.
The
sellers are all selling their coal mine assets and coal mining right to Shanxi
Coal as a result of the Chinese government’s requirement to close, consolidate
and restructure smaller coal mines and the government’s approval of the Company
as a coal mine consolidator to acquire and consolidate such coal
mines. The sellers are closing or have already closed their coal mine
operations and are in the process of liquidating. Shanxi Coal is
merely acquiring the tangible assets and coal mining rights of the sellers
during their liquidation process; Shanxi Coal is not acquiring or assuming any
business, customers, vendors, business partners, contracts, employees or
goodwill from the sellers, nor will Shanxi Coal assume any indebtedness or
liabilities from them.
As
previously disclosed in the Company’s current report on Form 8-K filed August 5,
2010, on August 1, 2010, Shanxi Coal entered into an investment cooperation
agreement with Ming Zhao, Chairman of the Company’s Board and its principal
stockholder, and Jianping Gao, an individual unrelated to the Company (the
“Investment Cooperation Agreement”). Pursuant to the Investment Cooperation
Agreement, the parties will purchase, consolidate and re-develop certain coal
mines in Pinglu County, Shanxi Province, including the coal mines described
above. Shanxi Coal, Mr. Zhao and Mr. Gao will contribute 40%, 30% and 30%,
respectively, of the total investment needed for the project. Shanxi Coal will
be the project manager; in addition, each of Mr. Zhao and Mr. Gao has agreed to
transfer 5.5% of his respective voting rights in the project companies, which
will hold the coal mines after they are acquired, to Shanxi Coal to enable
Shanxi Coal to exercise full operating and management control of the project
companies. The parties will share the profits based upon the above investment
contribution percentages and bear the risks and losses in connection with the
project which will be limited by the amount of investment contributed by each
party. The parties further agree that, once the coal mines to be acquired and
consolidated under the project are operational, to the extent permitted by the
Chinese law, at least 80% of the audited annual net profits of the project
companies established after the coal mine acquisition will be distributed to the
parties at a ratio that is proportionate to their respective investment. Shanxi
Coal is entitled to purchase the equity interest of Mr. Zhao and/or Mr. Gao in
the project companies at Shanxi Coal’s sole discretion at a price determined by
an independent professional appraiser.
3
A new
project company named Shanxi Pinglu Dajinhe Anrui Coal Industry Co., Ltd. will
hold the assets and mining rights of the above acquired mines.
Neither
the Company, Shanxi Coal or their affiliates, nor any director, officer or any
associate of any such director or officer thereof, has any material relationship
with the sellers other than in respect of the above disclosed
agreements.
Item
7.01 Regulation FD Disclosure
On
January 3, 2011, the Company issued a press release announcing its entry into of
the Agreements. A copy of the press release is furnished herewith as
Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
The
exhibits listed in the following Exhibit Index are filed as part of this
report.
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Exhibit
No.
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Description
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10.1
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Mining
Rights and Mining Assets Transfer Agreement, dated December 28, 2010,
between Pinglu County Anrui Coal Industry Co., Ltd. and Shanxi Puda Coal
Group Co., Ltd.
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10.2
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Mining
Rights and Mining Assets Transfer Agreement, dated December 28, 2010,
between Pinglu County Chuntouao Coal Mine and Shanxi Puda Coal Group Co.,
Ltd.
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10.3
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Ming
rights and Mining Assets Transfer Agreement, dated December 28, 2010,
between Pinglu County Xiapingcun Coal Mine and Shanxi Puda Coal Group Co.,
Ltd.
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99.1
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Press
Release dated January 3, 2011 regarding the
agreements.
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4
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.
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PUDA
COAL, INC.
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Date: January
3, 2011
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By:
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/s/ Qiong
Wu
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Qiong
Wu
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Chief
Financial Officer
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5
EXHIBIT
INDEX
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Exhibit
No.
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Description
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10.1
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Mining
Rights and Mining Assets Transfer Agreement, dated December 28, 2010,
between Pinglu County Anrui Coal Industry Co., Ltd. and Shanxi Puda Coal
Group Co., Ltd.
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10.2
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Mining
Rights and Mining Assets Transfer Agreement, dated December 28, 2010,
between Pinglu County Chuntouao Coal Mine and Shanxi Puda Coal Group Co.,
Ltd.
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10.3
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Ming
rights and Mining Assets Transfer Agreement, dated December 28, 2010,
between Pinglu County Xiapingcun Coal Mine and Shanxi Puda Coal Group Co.,
Ltd.
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99.1
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Press
Release dated January 3, 2011 regarding the
agreements.
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6