Attached files
| file | filename |
|---|---|
| EX-10.1 - China Energy Recovery, Inc. | v207669_ex10-1.htm |
| EX-10.2 - China Energy Recovery, Inc. | v207669_ex10-2.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): January 7, 2011
China Energy Recovery,
Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction
of
incorporation)
|
000-53283
(Commission
File
Number)
|
33-0843696
(IRS
Employer
Identification
No.)
|
|
7F,
No. 267 Qu Yang Road
Hongkou
District
Shanghai,
China
(Address
of principal executive offices)
|
200081
(Zip
Code)
|
Registrant’s
telephone number, including area code (86) 021
5556-0020
(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 Instructions A.2. below):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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
China
Energy Recovery, Inc., a Delaware corporation (“Company”), entered into a loan
arrangement as of December 31, 2010 with Hold & Opt Investments Limited, to
replace and continue the prior lending arrangement which was entered into on
March 21, 2009, to extend the term until which the principal amount of
US$5,000,000 is due to September 29, 2012, and to change certain of the terms of
the loan. The loan agreement was executed January 7,
2011. A related collateral agreement will be signed once the
collateral is available for pledge pursuant to the terms of the loan
agreement.
The
aggregate principal amount of the loan extension is US$5,000,000, and bears
interest at the annual rate of 15.1%, calculated on a monthly compounded
basis. The principal and accrued interest are due September 29,
2012. The loan may be prepaid by the Company, without penalty. The loan
agreement provides for the typical events of default, including a cross default
clause, and the Company has made various representations and given various
covenants to the lender as are typical of such arrangements. In the event of a
default, the lender would have the right to exercise the rights under the Class
B Preferred Stock that was issued in connection with the 2009 loan, which will
continue with respect to the new loan. The lender continues to have a right of
first refusal with respect to future debt and equity fundings and a right to
consent to certain debt and equity fundings by the Company and its subsidiaries
and affiliates.
As a
guarantee of the payments under the loan extension, Mr. Wu, the Chief Executive
Officer of the Company and the principal officer of the Company will pledged
8,000,006 shares for the repayment of the principal due under the loan
agreement. The pledge will only take effect when the shares are
released from the current pledge under another loan entered into by the
Company. Additionally, since the loan is fixed in United States dollars,
the lender will receive compensation for the value of the difference in the
Renmenbi/US Dollar exchange rate between September 29, 2011, and the payment
date, provided the Renmenbi exchange rate increases against the US dollar, times
the amount of being paid.
Item 9.01 — Financial Statements
and Exhibits
(d) Exhibits
|
EXHIBIT
NO.
|
DESCRIPTION
|
|
|
10.1
|
Form
of Loan Agreement dated as of December 31, 2010 between registrant and
Hold and Opt Investments Limited
|
|
|
10.2
|
Form
of Collateral Agreement, related to the Loan Agreement dated as of
December 31, 2011.
|
|
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.
|
China
Energy Recovery, Inc.
|
|||||||
|
Date:
January 7, 2011
|
By:
|
/s/
Qinghuan Wu
|
|||||
|
Qinghuan
Wu
|
|||||||
| Chief Executive Officer | |||||||
EXHIBIT
INDEX
|
EXHIBIT
NO.
|
DESCRIPTION
|
|
|
10.1
|
Form
of Loan Agreement dated as of December 31, 2010 between registrant and
Hold and Opt Investments Limited
|
|
|
10.2
|
Collateral
Agreement relating to Loan Agreement dated as of December 31,
2010
|
|