- Current report filing (8-K)
October 31 2008 - 2:40PM
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): October 27, 2008
China
Solar & Clean Energy Solutions, Inc.
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(Exact
name of registrant as specified in its
charter)
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Nevada
|
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000-12561
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95-3819300
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(State
of Incorporation)
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(Commission
File No.)
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(IRS
Employer
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Identification
No.)
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Building
3 No. 28, Feng Tai North Road, Beijing China, 100071
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(Address
of principal executive offices, including zip
code)
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+86-10-63850516
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(Registrant's
telephone number, including area
code)
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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
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
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
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Entry
into a Material Definitive
Agreement
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On
October 27, 2008, Beijing Deli Solar Technology Development Co., Ltd., our
wholly-owned subsidiary (“
Deli
Solar (Beijing
)”),
entered into an Equity Interest Purchase Agreement (hereinafter the
“
Agreement
”)
to
acquire approximately 29.97% of the outstanding equity interest of Tianjin
Huaneng Group Energy Equipment Co., Ltd., a majority-owned subsidiary of
the
Company (“
Tianjin
Huaneng
”),
from
the 29 minority shareholders of Tianjin Huaneng named therein (the “
Tianjin
Huaneng Shareholders
”).
Cash
Purchase Price
:
Under
the Agreement, Deli Solar (Beijing) agreed to purchase 29.97% of the current
equity interest of Tianjin Huaneng from the Tianjin Huaneng Shareholders
for RMB
10.68 million ($1,557,578 US Dollars) payable in cash within seven days of
the
execution of the Agreement.
Warrants
Purchase Price
.
In
addition to the cash purchase price, the Company also agreed to issue to
the
Tianjin Huaneng Shareholders or their designated beneficiaries a total of
1,000,000 five year warrants to purchase the Company’s common stock at an
exercise of $1.10 per share.
Moreover,
the Company decided to increase its equity interest in Tianjin Huaneng
Corporation by contributing an additional RMB 15,740,000 ($2,295,531 US
Dollars), which increased the registered capital of Tianjin Huaneng from
RMB
5.94 million to RMB 21.68 million following the consummation of the Agreement.
On
July
1, 2007, Deli Solar (Beijing) previously purchased 51% of the equity in Tianjin
Huaneng for a purchase price of approximately $1,689,741. Following consummation
of the Agreement and the additional capital contribution, the Company will
own
approximately 91.82% of the equity interest in Tianjin Huaneng.
Tianjin
Huaneng manufactures and installs waste heat recovery systems primarily for
use
in manufacturing facilities whose manufacturing processes require the generation
of large amounts of heat, such as steel and chemical plants. The waste heat
can
be used to generate hot water at the manufacturing facilities. Tianjin Huaneng’s
products include heating pipes, heat exchangers, specialty heating pipes
and
tubes, high temperature hot blast stoves, heating filters, normal pressure
water
boilers, solar energy water heaters and radiators. Products and systems
manufactured and sold by Tianjin Huaneng during the period from July 1, 2007
(the date of acquisition) through December 31, 2007 represented 19% of our
sales
revenues for the fiscal year ended December 31, 2007. Tianjin Huaneng’s products
are sold in more than 28 provinces in the PRC as well as Singapore and
Taiwan.
On
October 31, 2008, the Company issued a press release announcing that it had
signed a definitive agreement to acquire approximately 29.97% of the equity
interest of Tianjin Huaneng and it had contributed an additional RMB 15,740,000
capital to Tianjin Huaneng. The text of the press release issued by the Company
is furnished as Exhibit 99.1.
Item
9.01
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Financial
Statements and Exhibits
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The
following are filed as exhibits to this report:
Exhibit
No.
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Description
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Exhibit
1.1
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Equity
Interest Purchase Agreement, between Beijing Deli Solar Technology
Development Co. Ltd. and
Tianjin
Huaneng Group Energy Equipment Co., Ltd.,
dated as of October 27, 2008.
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|
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Exhibit
99.1
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Press
release dated October 31, 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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Date:
October 31, 2008
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China
Solar &
Clean Energy Solutions, Inc.
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(Registrant)
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By:
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/s/
Deli
Du
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Deli
Du
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President
and Chief Executive
Officer
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