Attached files
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| EX-10.1 - EXHIBIT 10.1 - CHINA SHEN ZHOU MINING & RESOURCES, INC. | v245546_ex10-1.htm |
| EX-99.1 - EXHIBIT 99.1 - CHINA SHEN ZHOU MINING & RESOURCES, INC. | v245546_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): January 17, 2012 (January 16, 2012)
CHINA SHEN ZHOU MINING & RESOURCES, INC .
(Exact name of registrant as specified in its charter)
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Nevada
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001-33929
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87-0430816
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(State of Incorporation)
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(Commission File No.)
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(IRS Employer ID Number)
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No. 166 Fushi Road Zeyang Tower, Shijingshan District, Beijing, China 100043
(Address of principal executive offices)
86-010-8890-6927
(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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Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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 January 16, 2012, China Shen Zhou Mining & Resources, Inc. (the “Company”), through its subsidiary Inner Mongolia Xiangzhen Mining Group Co., Ltd. (“Xiangzhen”), entered into an equity transfer and capital increase agreement (the “Agreement”) to acquire 60% of the equity interests (the “Equity”) of Wuchuan Dongsheng Mining Co., Ltd. (“Wuchuan”), a company based in Wuchuan Yilao and Miao Autonomous County, Zunyi City, in the province of Guizhou, People’s Republic of China.
Pursuant to the Agreement, the Company will acquire the Equity from the two shareholders of Wuchuan (Gang Liu, a Chinese citizen, and Qiang Liu, a Chinese citizen) for total consideration in the amount of RMB 93 million (approximately US$ 14.65 million) (the “Purchase Price”). The Purchase Price will comprise RMB 43 million (approximately US$ 6.77 million) of the Company’s common stock and RMB 50 million (approximately US$ 7.88 million) in cash. The cash component of the consideration will be in the form of a capital infusion into Wuchuan.
A copy of the Agreement (translated from its original Chinese) is attached hereto as Exhibit 10.1 and incorporated by reference herein.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On January 16, 2012, the Company completed the acquisition of the Equity in Wuchuan pursuant to the Agreement described in Item 1.01 of this Current Report on Form 8-K and as such the information set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 2.01.
Item 3.02 Unregistered Sales of Equity Securities.
In connection with the Agreement the Company will issue 2,418,448 shares of common stock of the Company, par value $0.001 (the “Securities”). The Securities will be issued to two (2) non-U.S. persons (as that term as defined in Regulation S of the Securities Act of 1933), in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.
Item 8.01 Other Events.
On January 17, 2012, the Company issued a press release announcing the transaction described in Item 1.01 of this current report. The Company’s press release is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The financial statements required by Item 9.01(a) are not being filed herewith. The information required by Item 9.01(a) will be filed with the Securities and Exchange Commission (the “SEC”) by amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information
The pro forma financial statements required by Item 9.01(b) are not being furnished herewith. The information required by Item 9.01(b) will be furnished with the SEC by amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
(d) Exhibits
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10.1
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Equity Transfer and Capital Increase Agreement, dated January 16, 2012 (translation from original Chinese)
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99.1
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Press Release, dated January 17, 2012
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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China Shen Zhou Mining & Resources, Inc.
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Date: January 17, 2012
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By:
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/s/ Xiaojing Yu
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Xiaojing Yu,
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Chief Executive Officer
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