- Amended Current report filing (8-K/A)
May 12 2010 - 6:05AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest event Reported): May 11, 2010
(February 10, 2010)
CHINA TMK BATTERY SYSTEMS INC.
(Exact name of registrant as specified in its charter)
Nevada
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333-139660
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98-0506246
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(State or other jurisdiction of
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(Commission File Number)
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(IRS Employer Identification No.)
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incorporation or organization)
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Sanjun Industrial Park
No. 2 Huawang Rd., Dalang Street
Bao'an District, Shenzhen 518109
People's Republic of China
(Address of principal executive offices)
(86) 755
28109908
(Registrant's telephone number, including area code)
_________________________
(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))
EXPLANATORY NOTE
On February 12, 2010, China TMK Battery Systems, Inc. (the
"Company") announced the consummation of a share exchange transaction (the
"Share Exchange") with Leading Asia Pacific Investment Limited, or "Leading
Asia," a BVI company, and its direct and indirect subsidiaries, Good Wealth
Capital Investment Limited, a Hong Kong company, and Shenzhen TMK Power
Industries Ltd., a PRC limited company, on a Current Report on Form 8-K that was
filed with the Securities and Exchange Commission (the "SEC") on February 12,
2010 (the "Original Filing"). The Company also reported that, in connection with
the Share Exchange, the Company had adopted Leading Asias fiscal year end of
December 31, with Leading Asia as the accounting acquirer. The Company is filing
this Current Report on Form 8-K/A (the "Form 8-K/A") to amend the Original
Filing in order to prevent a lapse in reporting by providing the information
required for Leading Asia, the accounting acquirer, including its audited
financial statements for the fiscal year ended December 31, 2009, as set forth
in Section 12240.4 of the SECs Division of Corporate Finance Financial
Reporting Manual.
The Company is also amending the 8-K to file three material
loan agreements that were entered into by the Company prior to the reverse
acquisition, but not disclosed in the Original Filing. The terms and provisions
of the loan agreements and other updates information regarding the Company are
disclosed in the Form 10-K Disclosure filed as Exhibit 99.1 herewith.
Except as described above, no other changes have been made to the Original Filing, and this Form 8-K/A does not modify or update any other information in the Original Filing. Information not affected by the changes described above is unchanged and
reflects the disclosures made at the time of the Original Filing. Accordingly, this Form 8-K/A should be read in conjunction with our filings made with the Securities and Exchange Commission subsequent to the date of the Original Filing.
ITEM 9.01 FINANCIAL STATEMENTS AND
EXHIBITS
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(a)
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Financial Statements of Business
Acquired
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Audited Consolidated Financial
Statements of Leading Asia Pacific Investment Limited for the years ended
December 31, 2009 and 2008 and for the years then ended are included
herewith as Exhibit 99.2. The Company previously filed in a Current Report
on Form 8-K that was filed with the SEC on February 12, 2010, financial
statements of Leading Asia Pacific Investment Limited which included: (i)
Audited consolidated financial statements of Leading Asia Pacific
Investment Limited at December 31, 2008 and for the period from inception
(July 8, 2008) to December 31, 2008 and unaudited consolidated financial
statements of Leading Asia Pacific Investment Limited at September 30,
2009 and for the nine months ended September 30, 2009; and (ii) Audited
financial statements of Shenzhen TMK Power Industries Ltd. for at December
31, 2008 and 2007 and for years ended December 31, 2008, 2007 and 2006,
and unaudited financial statements of Shenzhen TMK Power Industries Ltd.
at September 30, 2009 and 2008 and for the nine months ended September 30,
2009 and 2008, and in which the Company also reported a change in its year
end from September 30 to December 31. The Company is filing the attached
Financial Statements in accordance with paragraph 12240.4 of the Financial
Reporting Manual which covers situations involving reverse acquisitions
where the registrant elects to adopt the fiscal year of the accounting
acquirer.
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(b)
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Pro Forma Financial Information
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Pro Forma Financial Information
giving effect to the acquisition of Leading Asia and its subsidiaries is
included herewith as Exhibit 99.3.
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(c)
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Exhibits
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The following documents are
filed as part of this report or incorporated by reference:
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Exhibit No.
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Description
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2.1
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Share Exchange Agreement, dated February 10, 2010, among
the Company, Leading Asia Pacific Investment Limited and Unitech
International Investment Holdings Limited [incorporated by reference to
Exhibit 2.1 to the Company's Current Report on Form 8-K filed on February
12, 2010]
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3.1
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Articles of Incorporation of the Company [incorporated by
reference to Exhibit 3.1 to the Company's Registration Statement on Form
SB-2 (SEC File No. 333-139660) filed on December 26, 2006].
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3.2
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Amendment to Articles of Incorporation of the Company
[incorporated by reference to Exhibit 3.1 to the Company's Current Report
on Form 8-K filed on December 11, 2008]
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3.3
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Amendment to Articles of Incorporation of the Company
[incorporated by reference to Exhibit 3.3 to the Company's Current Report
on Form 8-K filed on February 12, 2010]
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3.4
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Bylaws of the Company, adopted on June 27, 2006
[incorporated by reference to Exhibit 3.2 to the Company's Registration
Statement on Form SB-2 (SEC File No. 333-139660) filed on December 26,
2006].
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4.1
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Form of Warrant to purchase Common Stock, dated as of
February 10, 2010 [incorporated by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K filed on February 12, 2010]
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4.2
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Form of Registration Rights Agreement, dated as of
February 10, 2010, by and among the Company and certain investors
[incorporated by reference to Exhibit 4.2 to the Company's Current Report
on Form 8-K filed on February 12, 2010]
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4.3
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Form of 9% Promissory Note of the Company [incorporated
by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K
filed on December 24, 2009].
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10.1
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Cancellation Agreement, dated February 10, 2010, between
the Company and United Fertilisers (UK) Ltd. [incorporated by reference to
Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February
12, 2010]
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2
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10.2
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Form of Subscription Agreement, dated February 10, 2010,
by and among the Company and certain investors [incorporated by reference
to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on
February 12, 2010]
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10.3
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Form of Make Good Escrow Agreement, dated February 10,
2010, by and among the Company, Unitech International Investment Holdings
Limited, Henian Wu, Westminster, a division of Hudson Securities, Inc.,
Escrow, LLC and certain investors. [incorporated by reference to Exhibit
10.3 to the Company's Current Report on Form 8-K filed on February 12,
2010]
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10.4
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Form of Lock-Up Agreement, dated February 10, 2010
[incorporated by reference to Exhibit 10.4 to the Company's Current Report
on Form 8-K filed on February 12, 2010]
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10.5
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Form of Securities Purchase Agreement, dated September 8,
2008, by and between the Company and United Fertilisers (UK) Limited
[incorporated by reference to Exhibit 4.2 to the Company's Annual Report
on Form 10-K filed on December 24, 2009]
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10.6
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Mineral Claim Purchase Agreement, dated October 10, 2006,
by and between the Company and AKS Prospecting and Guiding Inc.
[incorporated by reference to Exhibit 3.2 to the Company's Registration
Statement on Form SB-2 (SEC File No. 333-139660) filed on December 26,
2006]
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10.7
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Amendment to Mineral Claim Purchase Agreement, dated
November 5, 2008, by and between the Company and ASK Prospecting and
Guiding Inc. [incorporated by reference to Exhibit 10.2 to the Company's
Annual Report on Form 10-K filed on December 24, 2009]
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10.8
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Termination and Release of Mineral Claim Purchase
Agreement, dated February 10, 2010, by and between the Company and AKS
Prospecting and Guiding Inc. [incorporated by reference to Exhibit 10.8 to
the Company's Current Report on Form 8-K filed on February 12,
2010]
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10.9
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Note Cancellation and General Release, dated January 29,
2010, by and between the Company and United Fertilisers (UK) Limited
[incorporated by reference to Exhibit 10.9 to the Company's Current Report
on Form 8-K filed on February 12, 2010]
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10.10
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Equity Transfer Agreement, dated September 25,
2008, by and between Good Wealth Capital Investment Limited, Henian Wu,
Zongfu Wang and Junbiao Huang, as supplemented on January 16, 2010
(English Translation) [incorporated by reference to Exhibit 10.10 to the
Company's Current Report on Form 8-K filed on February 12, 2010]
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10.11
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Form of Shenzhen TMK Power Industries Ltd.
Standard Procurement Contract (English Translation) [incorporated by
reference to Exhibit 10.11 to the Company's Current Report on Form 8-K
filed on February 12, 2010]
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10.12
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Form of Shenzhen TMK Power Industries Ltd.
Standard Customer Contract (English Translation) [incorporated by
reference to Exhibit 10.12 to the Company's Current Report on Form 8-K
filed on February 12, 2010]
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10.13
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Loan Agreement, dated December 16, 2009,
between Shenzhen TMK Power Industries Ltd. and DBS Bank (China) Limited
Shenzhen Branch (English Translation) [incorporated by reference to
Exhibit 10.13 to the Company's Current Report on Form 8-K filed on
February 12, 2010]
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10.14
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Loan Agreement, dated September 2, 2009,
between Shenzhen TMK Power Industries Ltd. and Ningbo Bank Shenzhen Branch
(English Translation) [incorporated by reference to Exhibit 10.14 to the
Company's Current Report on Form 8-K filed on February 12, 2010]
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10.15
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Loan Agreement, dated December 30, 2008,
between Shenzhen TMK Power Industries Ltd. and China Construction Bank
Shenzhen Branch (English Translation) [incorporated by reference to
Exhibit 10.15 to the Company's Current Report on Form 8-K filed on
February 12, 2010]
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10.16
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Employment Agreement between Shenzhen TMK Power
Industries Ltd. and Henian Wu (English Translation) [incorporated by
reference to Exhibit 10.16 to the Company's Current Report on Form 8-K
filed on February 12, 2010]
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3
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10.17
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Employment Agreement between Shenzhen TMK Power
Industries Ltd. and Xiangjun Liu (English Translation) [incorporated by
reference to Exhibit 10.17 to the Company's Current Report on Form 8-K
filed on February 12, 2010]
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10.18
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Employment Agreement between Shenzhen TMK Power
Industries Ltd. and Zongfu Wang (English Translation) [incorporated by
reference to Exhibit 10.18 to the Company's Current Report on Form 8-K
filed on February 12, 2010]
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10.19
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Employment Agreement between Shenzhen TMK Power
Industries Ltd. and Xiaodong Xiao (English Translation) [incorporated by
reference to Exhibit 10.19 to the Company's Current Report on Form 8-K
filed on February 12, 2010]
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10.20
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Employment Agreement between Shenzhen TMK Power
Industries Ltd. and Jinfeng Huang (English Translation) [incorporated by
reference to Exhibit 10.20 to the Company's Current Report on Form 8-K
filed on February 12, 2010]
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10.21
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Form of Shenzhen TMK Power Industries Ltd.
Employment Agreement (English Translation) [incorporated by reference to
Exhibit 10.21 to the Company's Current Report on Form 8-K filed on
February 12, 2010]
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10.22
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Form of Shenzhen TMK Power Industries Ltd.
Confidentiality Agreement (English Translation) [incorporated by reference
to Exhibit 10.22 to the Company's Current Report on Form 8-K filed on
February 12, 2010]
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10.23
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Lease Agreement, dated December 16, 2008,
between Shenzhen TMK Power Industries Ltd. and Shenzhen Yijiayang
Industrial Co., Ltd. (English Translation) [incorporated by reference to
Exhibit 10.23 to the Company's Current Report on Form 8-K filed on
February 12, 2010]
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10.24*
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Loan Agreement, dated August 5, 2009, between
Borou and Bank of China Shenzhen Branch
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10.25*
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Loan Agreement, dated September 2, 2009,
between Borou and Ningbo Bank Shenzhen Branch
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10.26*
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Loan Agreement, dated June 18, 2008, between
TMK and Ningbo Bank Shenzhen Branch
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14.1
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Code of Ethics [incorporated by reference to
Exhibit 14.1 to the Company's Annual Report on Form 10-K filed on December
27, 2007]
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21
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Subsidiaries of the Company [incorporated by
reference to Exhibit 21 to the Company's Current Report on Form 8-K filed
on February 12, 2010]
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99.1
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Form 10-K Disclosure for
Fiscal Year 2009
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99.2
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Audited Financial Statements of
Leading Asia Pacific Investment Limited for the years ended December 31,
2009 and 2008
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99.3
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Proforma Financial Information
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_______________________
* Filed herewith
4
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.
Dated: May 11, 2010
CHINA TMK BATTERY SYSTEMS INC.
/s/ Xiangjun Liu
Xiangjun Liu
Chief Executive Officer
(Principal Executive Officer)
/s/ Jin Hu
Jin Hu
Chief Financial Officer
(
Principal Financial and Accounting Officer)
5
EXHIBIT INDEX
Exhibit No.
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Description
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2.1
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Share Exchange Agreement, dated February 10, 2010, among
the Company, Leading Asia Pacific Investment Limited and Unitech
International Investment Holdings Limited [incorporated by reference to
Exhibit 2.1 to the Company's Current Report on Form 8-K filed on February
12, 2010]
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3.1
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Articles of Incorporation of the Company [incorporated by
reference to Exhibit 3.1 to the Company's Registration Statement on Form
SB-2 (SEC File No. 333-139660) filed on December 26, 2006].
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3.2
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Amendment to Articles of Incorporation of the Company
[incorporated by reference to Exhibit 3.1 to the Company's Current Report
on Form 8-K filed on December 11, 2008]
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3.3
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Amendment to Articles of Incorporation of the Company
[incorporated by reference to Exhibit 3.3 to the Company's Current Report
on Form 8-K filed on February 12, 2010]
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3.4
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Bylaws of the Company, adopted on June 27, 2006
[incorporated by reference to Exhibit 3.2 to the Company's Registration
Statement on Form SB-2 (SEC File No. 333-139660) filed on December 26,
2006].
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4.1
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Form of Warrant to purchase Common Stock, dated as of
February 10, 2010 [incorporated by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K filed on February 12, 2010]
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4.2
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Form of Registration Rights Agreement, dated as of
February 10, 2010, by and among the Company and certain investors
[incorporated by reference to Exhibit 4.2 to the Company's Current Report
on Form 8-K filed on February 12, 2010]
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4.3
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Form of 9% Promissory Note of the Company [incorporated
by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K
filed on December 24, 2009].
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10.1
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Cancellation Agreement, dated February 10, 2010, between
the Company and United Fertilisers (UK) Ltd. [incorporated by reference to
Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February
12, 2010]
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10.2
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Form of Subscription Agreement, dated February 10, 2010,
by and among the Company and certain investors [incorporated by reference
to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on
February 12, 2010]
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10.3
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Form of Make Good Escrow Agreement, dated February 10,
2010, by and among the Company, Unitech International Investment Holdings
Limited, Henian Wu, Westminster, a division of Hudson Securities, Inc.,
Escrow, LLC and certain investors. [incorporated by reference to Exhibit
10.3 to the Company's Current Report on Form 8-K filed on February 12,
2010]
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10.4
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Form of Lock-Up Agreement, dated February 10, 2010
[incorporated by reference to Exhibit 10.4 to the Company's Current Report
on Form 8-K filed on February 12, 2010]
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10.5
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Form of Securities Purchase Agreement, dated September 8,
2008, by and between the Company and United Fertilisers (UK) Limited
[incorporated by reference to Exhibit 4.2 to the Company's Annual Report
on Form 10-K filed on December 24, 2009]
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10.6
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Mineral Claim Purchase Agreement, dated October 10, 2006,
by and between the Company and AKS Prospecting and Guiding Inc.
[incorporated by reference to Exhibit 3.2 to the Company's Registration
Statement on Form SB-2 (SEC File No. 333-139660) filed on December 26,
2006]
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10.7
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Amendment to Mineral Claim Purchase Agreement, dated
November 5, 2008, by and between the Company and ASK Prospecting and
Guiding Inc. [incorporated by reference to Exhibit 10.2 to the Company's
Annual Report on Form 10-K filed on December 24, 2009]
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10.8
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Termination and Release of Mineral Claim Purchase
Agreement, dated February 10, 2010, by and between the Company and AKS
Prospecting and Guiding Inc. [incorporated by reference to Exhibit 10.8 to
the Company's Current Report on Form 8-K filed on February 12,
2010]
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10.9
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Note Cancellation and General Release, dated January 29,
2010, by and between the Company and United Fertilisers (UK) Limited
[incorporated by reference to Exhibit 10.9 to the Company's Current Report
on Form 8-K filed on February 12, 2010]
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6
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10.10
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Equity Transfer Agreement, dated September 25,
2008, by and between Good Wealth Capital Investment Limited, Henian Wu,
Zongfu Wang and Junbiao Huang, as supplemented on January 16, 2010
(English Translation) [incorporated by reference to Exhibit 10.10 to the
Company's Current Report on Form 8-K filed on February 12, 2010]
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10.11
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Form of Shenzhen TMK Power Industries Ltd.
Standard Procurement Contract (English Translation) [incorporated by
reference to Exhibit 10.11 to the Company's Current Report on Form 8-K
filed on February 12, 2010]
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10.12
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Form of Shenzhen TMK Power Industries Ltd.
Standard Customer Contract (English Translation) [incorporated by
reference to Exhibit 10.12 to the Company's Current Report on Form 8-K
filed on February 12, 2010]
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10.13
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Loan Agreement, dated December 16, 2009,
between Shenzhen TMK Power Industries Ltd. and DBS Bank (China) Limited
Shenzhen Branch (English Translation) [incorporated by reference to
Exhibit 10.13 to the Company's Current Report on Form 8-K filed on
February 12, 2010]
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10.14
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Loan Agreement, dated September 2, 2009,
between Shenzhen TMK Power Industries Ltd. and Ningbo Bank Shenzhen Branch
(English Translation) [incorporated by reference to Exhibit 10.14 to the
Company's Current Report on Form 8-K filed on February 12, 2010]
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10.15
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Loan Agreement, dated December 30, 2008,
between Shenzhen TMK Power Industries Ltd. and China Construction Bank
Shenzhen Branch (English Translation) [incorporated by reference to
Exhibit 10.15 to the Company's Current Report on Form 8-K filed on
February 12, 2010]
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10.16
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Employment Agreement between Shenzhen TMK Power
Industries Ltd. and Henian Wu (English Translation) [incorporated by
reference to Exhibit 10.16 to the Company's Current Report on Form 8-K
filed on February 12, 2010]
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10.17
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Employment Agreement between Shenzhen TMK Power
Industries Ltd. and Xiangjun Liu (English Translation) [incorporated by
reference to Exhibit 10.17 to the Company's Current Report on Form 8-K
filed on February 12, 2010]
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10.18
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Employment Agreement between Shenzhen TMK Power
Industries Ltd. and Zongfu Wang (English Translation) [incorporated by
reference to Exhibit 10.18 to the Company's Current Report on Form 8-K
filed on February 12, 2010]
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10.19
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Employment Agreement between Shenzhen TMK Power
Industries Ltd. and Xiaodong Xiao (English Translation) [incorporated by
reference to Exhibit 10.19 to the Company's Current Report on Form 8-K
filed on February 12, 2010]
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10.20
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Employment Agreement between Shenzhen TMK Power
Industries Ltd. and Jinfeng Huang (English Translation) [incorporated by
reference to Exhibit 10.20 to the Company's Current Report on Form 8-K
filed on February 12, 2010]
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10.21
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Form of Shenzhen TMK Power Industries Ltd.
Employment Agreement (English Translation) [incorporated by reference to
Exhibit 10.21 to the Company's Current Report on Form 8-K filed on
February 12, 2010]
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10.22
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Form of Shenzhen TMK Power Industries Ltd.
Confidentiality Agreement (English Translation) [incorporated by reference
to Exhibit 10.22 to the Company's Current Report on Form 8-K filed on
February 12, 2010]
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10.23
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Lease Agreement, dated December 16, 2008,
between Shenzhen TMK Power Industries Ltd. and Shenzhen Yijiayang
Industrial Co., Ltd. (English Translation) [incorporated by reference to
Exhibit 10.23 to the Company's Current Report on Form 8-K filed on
February 12, 2010]
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10.24*
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Loan Agreement, dated August 5, 2009, between
Borou and Bank of China Shenzhen Branch
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10.25*
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Loan Agreement, dated September 2, 2009,
between Borou and Ningbo Bank Shenzhen Branch
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10.26*
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Loan Agreement, dated June 18, 2008, between
TMK and Ningbo Bank Shenzhen Branch
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14.1
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Code of Ethics [incorporated by reference to
Exhibit 14.1 to the Company's Annual Report on Form 10-K filed on December
27, 2007]
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21
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Subsidiaries of the Company [incorporated by
reference to Exhibit 21 to the Company's Current Report on Form 8-K filed
on February 12, 2010]
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99.1
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Form 10-K Disclosure for
Fiscal Year 2009
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99.2
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Audited Financial Statements of
Leading Asia Pacific Investment Limited for the years ended December 31,
2009 and 2008
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99.3
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Proforma Financial Information
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_______________________
* Filed herewith
7
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