China Solar & Clean Energy Solutions, Inc. - Current report filing (8-K)
April 01 2008 - 6:05AM
Edgar (US Regulatory)
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): March 25, 2008
|
China
Solar & Clean Energy Solutions, Inc.
|
|
|
(Exact
name of registrant as specified in its charter)
|
|
Nevada
|
|
000-12561
|
|
95-3819300
|
(State
of Incorporation)
|
|
(Commission
File No.)
|
|
(IRS
Employer Identification No.)
|
|
Building
3 No. 28, Feng Tai North Road, Beijing China, 100071
|
|
|
(Address
of principal executive offices, including zip code)
|
|
|
|
|
|
+86-10-63850516
|
|
|
(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
March
25, 2008, Beijing Deli Solar Technology Development Co., Ltd., our wholly-owned
subsidiary (“Deli Solar (Beijing)”), entered into a supplementary agreement to
the equity purchase agreement and a complimentary agreement which has been
entered into on January 9, 2008, with Shenzhen PengSangPu Solar Industrial
Products Corporation (“SZPSP”) and its shareholders. The closing occurred
effective March 31, 2008. The supplementary agreement amends and supplements
the
equity purchase and complimentary agreement in the manner set forth below.
The
terms of the equity purchase agreement and the complimentary agreement are
described in a current report on Form 8-K dated January 15, 2008.
Amended
Cash Purchase Price
:
Under
the supplementary agreement, after an appraisal of SZPSP, the parties agreed
to
an amended cash purchase price of RMB 28.8 million ($4,087,832) for the net
assets of SZPSP, which shall be paid by us before the end of year 2008.
Amended
Stock Purchase Price
:
Under
the supplementary agreement we will issue a total of 1,419,729 shares of our
common stock to the shareholders of SZPSP, in consideration of SZPSP’s
intangible assets, the appraisal value of which has been agreed to be $RMB
20
million.
Warrant
Purchase Price
:
In
addition, the supplementary agreement also provided that the shareholders of
SZPSP will receive five year warrants to purchase a total of 141,973 shares
of
our common stock at an exercise price of $2.50 per share, subject to future
adjustments (the “Warrants”).
Unless
otherwise stated in the supplementary agreement, the provisions of the equity
purchase agreement and the complementary agreement, both of which were entered
into on January 9, 2008, remain in full effect.
Item
9.01
Financial
Statements and Exhibits
(d)
Exhibits.
The
following are filed as exhibits to this report:
Exhibit
No.
|
|
Description
|
Exhibit
1.1
|
|
Supplementary
Agreement to the Equity Purchase Agreement, by and among, Beijing
Deli
Solar Technology Development Co. Ltd.,
Shenzhen
PengSangPu Solar Industrial Products Corporation and its shareholders
named therein,
dated
as of March 25, 2008.
|
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
Solar & Clean Energy Solutions,
Inc.
(Registrant)
|
|
|
|
Date: March
31, 2008
|
By:
|
/s/ Deli
Du
|
|
Deli
Du
President
and Chief Executive
Officer
|
China Solar and Clean En... (PK) (USOTC:CSOL)
Historical Stock Chart
From Jun 2024 to Jul 2024
China Solar and Clean En... (PK) (USOTC:CSOL)
Historical Stock Chart
From Jul 2023 to Jul 2024