Attached files
| file | filename |
|---|---|
| EX-99.1 - CHINA ELECTRIC MOTOR, INC. | v208932_ex99-1.htm |
| EX-10.1 - CHINA ELECTRIC MOTOR, INC. | v208932_ex10-1.htm |
| EX-10.2 - CHINA ELECTRIC MOTOR, INC. | v208932_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
January
21, 2011
Date of
Report (Date of earliest event reported)
CHINA
ELECTRIC MOTOR, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-53017
|
26-1357787
|
|
(State
or other jurisdiction
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
of
incorporation)
|
Sunna
Motor Industry Park
Jian’an,
Fuyong Hi-Tech Park
Baoan
District
Shenzhen,
Guangdong 518103
People’s
Republic of China
(Address
of principal executive offices, including zip code)
86-755-8149
9969
(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):
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
On January 21, 2011, Luck Loyal
International Investment Limited (“Luck Loyal”), an
indirect wholly owned subsidiary of China Electric Motor, Inc. (the “Company”), entered
into an Equity Transfer Contract (the “Agreement”) with
New-Metal (H.K.) Technology Limited (the “Seller”). Under
the terms of the Agreement, Luck Loyal will purchase 100% of the equity
interests of Shenzhen Guofa Optoelectronics Co., Ltd., a wholly foreign owned
enterprise incorporated and validly existing under the laws of the People’s
Republic of China (the “Target Company”),
held by the Seller, for an aggregate purchase price of RMB42,673,736 (or
approximately US$6.5 million, based on the exchange rate as of January 21, 2011)
(the “Purchase”). The
purchase price will be paid by Luck Loyal in three installments, subject to
certain conditions precedent and adjustments, as described in the
Agreement. For the first installment, Luck Loyal will pay RMB4
million (or approximately US$607,000, based on the exchange rate as of January
21, 2011) within ten (10) days of the execution of the Agreement. For
the second installment, Luck Loyal will pay RMB28.7 million (or
approximately US$4.4 million) within thirty (30) days of the Agreement after
certain conditions precedent have been met. The last payment of RMB10
million (or approximately US$1.5 million) will be withheld as a deposit to
secure the settlement of labor issues, if any, as described in the
Agreement. The closing
of the Purchase is expected to take place within 120 business days following the
date of the Agreement, subject to government approvals. Each party’s
obligation to complete the Purchase remains subject to the satisfaction of
various conditions. If the Seller materially breaches the
Agreement, which results in loss of title to the equity interests being
transferred, or subjects Luck Loyal or the Target Company to any claim, recourse
or legal liability, Luck Loyal is entitled to either (A) sell the equity
interests back to the Seller at an amount equal to the purchase
price already paid by the Seller plus liquidated damages of
15% of such amount, or (B) receive a refund of at least 30% of the original
purchase price from the Seller, at the option of Luck Loyal.
The foregoing description of the
Purchase and related documents does not purport to be complete and is qualified
in its entirety by reference to a complete copy of the Agreement, a translation
of which is attached hereto as Exhibit 10.1 and incorporated herein by
reference.
On January 25, 2011, the Company
issued a press release announcing the execution of the Agreement. A
copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Item 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Resignation
of Officer
On
January 20, 2011, Mr. Shengping Wang resigned as the Chief Technology Officer of
the Company for personal reasons, effective as of January 21, 2011.
Appointment
of Officer
On
January 21, 2011, the Board of Directors of the Company appointed Mr. Dehe Wang
as the Chief Technology Officer of the Company, effective as of January 21,
2011.
Mr. Dehe
Wang has over 15 years of management and research experience in the micro motor
industry. He is an expert in the design and production of micro
motors, plant operations and related management. Prior to joining the
Company, Mr. Dehe Wang served as the General Manager of ShenZhen Guofa
Optoelectronics Co., Ltd. since November 2005. From July 2005 to
November 2005, he acted as the Plant Manager of Shenzhen Better Precision
Machinery Factory. From October 2002 to June 2005, he served as the Deputy
General Manager of Shenzhen Jia’ai Motor Co., Ltd, a privately-owned company
specializing in the production of micro-motor. From May 1991 to
September 2002, he served as the director of production department of ShenZhen
UBIFAFA Industry Co., Ltd., a joint venture established in 1988. From
July 1988 to April 1991, he was an assistant engineer at Tianjin Labor
Protection Rubber Plant. Mr. Dehe Wang holds a Bachelor’s degree in
Mechanism of Technology from Tianjin University Electrical and Mechanical
Branch. He received his Master’s degree in Engineering Management
from Huazhong University of Science and Technology in 1999. In 2003,
he received the degree of Doctor of Business Administration from
Southern California University for Professional Studies. From 1995 to
2002, Mr. Dehe Wang received a number of qualifications and certificates,
including an Engineer Qualification Certificate, a Senior Planner Qualification
Certificate and a Senior Business Operator Qualification
Certificate.
Pursuant
to an employment agreement (the “Employment
Agreement”), effective as of January 21, 2011, between the Company and
Mr. Dehe Wang, Mr. Dehe
Wang will receive a base salary at a monthly rate of RMB25,000. He is also
entitled to standard corporate-style healthcare insurance coverage and will be
reimbursed for reasonable travel, hotel, entertainment, and other business
related expenses. Mr. Dehe
Wang is entitled to accrue seven (7) days of paid leave each year.
The
Company agreed that within five (5) business days after the approval of an
equity incentive plan (the “Plan”) by the
Company’s stockholders, the Company will grant Mr. Dehe Wang, in accordance with
the terms and conditions of the Plan, 50,000 shares of restricted common stock
of the Company (the “Grant”). Additional
terms and conditions of the Grant shall be determined by the Company’s Board of
Directors in accordance with the Plan at the time of the Grant and set forth in
a stock grant agreement between Mr. Dehe Wang and the Company.
The
initial term of the Employment Agreement is for thirty-six
(36) months, with automatic one-year extensions, unless either party
provides ninety (90) days written notice of termination prior to the expiration
of the then current term. Mr. Dehe Wang may terminate his Agreement
and resign from his position for any reason upon thirty (30) days written notice
to the Company. The Company may terminate the Agreement immediately
for Cause (as defined in the Employment Agreement) and upon thirty (30) days
written notice without Cause. In the event the Company terminates Mr.
Dehe Wang’s employment for Cause, the Company will pay Mr. Dehe Wang, on
the date of termination, only the amount of his salary that is earned but unpaid
as of the date of termination, in addition to any accrued but unused paid leave
and any unreimbursed business expenses incurred as of the date of
termination. In the event the Company terminates Mr. Dehe Wang’s
employment without Cause, Mr. Dehe Wang will receive a severance payment in an
amount equal to his salary at the time of termination for the remainder of the
then-current term of the Employment Agreement. In the event Mr. Dehe
Wang terminates the Employment Agreement and resigns with Good Reason (as
defined in the Employment Agreement), Mr. Dehe Wang will be entitled to a
severance payment in an amount equal to three (3) months of his annual salary at
the time of termination.
There are
no arrangements or understandings between Mr. Dehe Wang and any other persons
pursuant to which Mr. Dehe Wang was selected as Chief Technology
Officer. Mr. Dehe Wang has not been party to any transaction
requiring disclosure pursuant to Item 404(a) of Regulation S-K. There
are no family relationships between Mr. Dehe Wang and any director or executive
officer of the Company.
Item
7.01 Regulation FD Disclosure.
On
January 25, 2011, the Company issued a press release announcing the appointment
of Mr. Dehe Wang as Chief Technology Officer of the Company.
A copy of
the January 25, 2011 press release is attached to this Current Report on Form
8-K as Exhibit 99.1 and the information therein is incorporated herein by
reference.
The
information reported under Item 7.01 in this Current Report on Form 8-K,
including Exhibit 99.1 attached hereto, shall not be deemed filed for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, regardless of any general incorporation language
in such filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
|
Exhibit
No.
|
Description
|
|
|
10.1
|
Translation
of Equity Transfer Contract, dated as of January 21, 2011, by and between
New-Metal (H.K.) Technology Limited and Luck Loyal International
Investment Limited.
|
|
|
10.2
|
Employment
Agreement with Mr. Dehe Wang effective as of January 21,
2011.
|
|
|
99.1
|
Press
Release of China Electric Motor, Inc. dated January 25,
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 ELECTRIC MOTOR, INC. | |||
|
Dated:
January 25, 2011
|
By:
|
/s/ YueWang | |
| Yue Wang | |||
| Chief Executive Officer | |||
INDEX
TO EXHIBITS
|
Exhibit
No.
|
Description
|
|
|
10.1
|
Translation
of Equity Transfer Contract, dated as of January 21, 2011, by and between
New-Metal (H.K.) Technology Limited and Luck Loyal International
Investment Limited.
|
|
|
10.2
|
Employment
Agreement with Mr. Dehe Wang effective as of January 21,
2011.
|
|
|
99.1
|
Press
Release of China Electric Motor, Inc. dated January 25,
2011.
|