China Dongsheng International, Inc. - Current report filing (8-K)
July 11 2008 - 6:02AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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 reported): July 7, 2008
China
Dongsheng International, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State or
Other Jurisdiction of Incorporation)
000-26598
|
22-3137907
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(Commission
File Number)
|
(IRS
Employer Identification No.)
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c/o
Jilin Dongsheng Weiye Science and Technology Development Co., Ltd.
Jifeng
East Road, Gaoxin District
Jilin,
Jilin Province, PRC
(Address
of Principal Executive Offices)(Zip Code)
86-432-4566702
|
(Issuer’s
telephone number)
|
None
(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):
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
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 July
7, 2008, China Dongsheng International, Inc. (the “Company”) through its
wholly-owned subsidiary, Jilin Dongsheng Weiye Science & Technology Co.,
Ltd. (“Jilin Dongsheng”), a company organized under the laws of the People’s
Republic of China (“PRC”), entered into an agreement (the “Acquisition
Agreement”) with Jilin Dongsheng Weiye Bio-Engineering Group Co., Ltd.
(“Seller”), pursuant to which the Company has agreed to acquire and Seller has
agreed to sell all of the Seller’s interest in certain real property located in
Jilin, China.
Pursuant
to the terms of the Acquisition Agreement, the Company or Jilin Dongsheng will
purchase a two story manufacturing facility covering 7,916 square meters, the
land use right to the land which the manufacturing facility is located and
surrounding areas covering 34,830 square meters, all other facilities located
such land and five productions line assembled by Seller and the aging racks
associated with such production lines (the “Purchased
Properties”). The Company or Jilin Dongsheng will purchase the real
property and land use rights for an aggregate of RMB 42,509,080 or approximately
US$6,196,000 and the production lines and aging racks for RMB 230,800 or
approximately US$34,000 in cash. 60% of the total consideration is
payable by July 31, 2008 and the remaining 40% is payable by December 31,
2008. The title to the Purchase Properties will be transferred to
Jilin Dongsheng on the fifth anniversary of the date of the
agreement. Upon full payment of the cash consideration, the Company
will have exclusive rights to the Purchased Properties. Until the
transfer of titles is complete, the Company or Jilin Dongsheng shall reimburse
Seller for all expenses related to the Purchased Properties annually on or
before December 31 of each year.
Seller is
60% owned by Aidong Yu, the Chief Executive Officer of the Company and Jilin
Dongsheng and the Chairman of Seller. Seller is 40% owned by Huizhu
Xie , the General Manager of Seller. Mr. Yu and Ms. Xie have
disclosed such interests in full to the board of directors of Jilin Dongsheng
and Seller. The Company, Jilin Dongsheng and Seller have received a
valuation of the Purchased Properties form an independent third party dated June
26, 2008. The acquisition was unanimously approved by the board of
directors and the shareholders of Jilin Dongsheng in accordance with the laws of
PRC.
Item
9.01 Financial Statements and Exhibits
(c)
Exhibits
Exhibit
Number
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|
Description
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2.1
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Agreement
dated July 7, 2008
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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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China Dongsheng International,
Inc.
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Dated: July
10, 2008
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By:
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/s/ Aidong
Yu
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Aidong
Yu
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Chairman
and President
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3
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