Attached files
| file | filename |
|---|---|
| EX-10.1 - Wonder Auto Technology, Inc | v171815_ex10-1.htm |
| EX-10.2 - Wonder Auto Technology, Inc | v171815_ex10-2.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 18, 2010
Wonder
Auto Technology, Inc.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
0-50883
|
88-0495105
|
|
(State
of Incorporation)
|
(Commission
File No.)
|
(IRS
Employer ID No.)
|
No.
16 Yulu Street
Taihe
District, Jinzhou City, Liaoning Province
People’s
Republic of China, 121013
(Address
of Principal Executive Offices)
(86)
416-2661186
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):
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17
CFR.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
January 18, 2010, Wonder Auto Technology, Inc.’s (the “Company”)
wholly-owned subsidiary Wonder Auto Limited (“Wonder
BVI”) entered into an equity transfer agreement (the “Wonder BVI
Agreement”)
with Novophalt (China) Limited, a British Virgin Islands corporation (“Novophalt”).
On the same date, the Company’s wholly-owned subsidiary Yearcity Limited (“Yearcity”)
entered into a separate equity transfer agreement (“Yearcity
Agreement,” together with the Wonder BVI Agreement, the “Agreements”)
with Wonder Employee Capital Limited (“WECL”), a
British Virgin Islands corporation.
Under the
Wonder BVI Agreement, Wonder BVI will purchase from Novophalt its ownership of
20.90% of Applaud Group Limited (“Applaud”)
for a total consideration of HK $62,915,086, which will be paid by Wonder BVI
before February 15, 2010 in U.S. dollars based on the exchange rate published by
the People’s Bank of China on the payment date. Novophalt has no assets other
than its ownership of 20.90% of Applaud.
Under the
Yearcity Agreement, Yearcity will purchase from WECL its ownership of 17.46% of
Applaud for a total consideration of HK $52,534,671.80, which will be paid by
Yearcity before February 15, 2010 in U.S. dollars based on the exchange rate
published by the People’s Bank of China on the payment date. WECL has no assets
other than its ownership of 17.46% of Applaud. Mr. Qingjie Zhao, the Company’s
chief executive officer and director, is the sole director and owner of
WECL.
Applaud
is a British Virgin Islands corporation that has no assets other than its
ownership of 52.2% of equity interest in Jinheng Automotive Safety Technology
Holdings Limited (“Jinheng
Holdings”). As a result of the acquisition of an aggregate of
38.36% of Applaud, the Company will become the largest shareholder of Applaud
and, thereby, owner of 20.02% of Jinheng Holdings. Jinheng Holdings is a high-tech automotive parts
supplier that is primarily engaged in developing, manufacturing and selling
components of automotive
passive safety restraint systems (airbag and seatbelt), automotive
engine electronic injection management systems (EMS), and components of diesel
engines. Jinheng Holdings is listed on the Hong Kong Stock
Exchange.
The
Yearcity Agreement was identified and acknowledged by the Company’s Board of
Directors (the “Board”)
from the outset as related party transactions. On January 15, 2010, the Audit
Committee of the Board approved the related-party transactions and recommended
approval of the Agreements to the Board. The Board approved the Agreements on
January 15, 2010, with Mr. Zhao abstaining.
The
description of the Wonder BVI Agreement and the Yearcity Agreement in this
current report is a summary only and is qualified in its entirety by the terms
of the Wonder BVI Agreement and the Yearcity Agreement, English summaries of
which are attached hereto as exhibits 10.1 and 10.2 and are hereby incorporated
by reference.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d)
Exhibits.
|
Number
|
Description
|
|
|
10.1
|
English Summary of Equity Transfer Agreement, dated January 18, 2010, by and among Wonder Auto
Limited and Novophalt (China)
Limited.
|
|
|
10.2
|
English
Summary of Equity
Transfer Agreement, dated
January 18, 2010, by and among Yearcity Limited and Wonder Employee Capital Limited.
|
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Wonder
Auto Technology, Inc.
Date:
January 20, 2010
/s/ Qingjie
Zhao
Chief
Executive Officer and President
EXHIBIT
INDEX
|
Exhibit Number
|
Description of Exhibit
|
|
|
10.1
|
English Summary of Equity Transfer Agreement, dated January 18, 2010, by and among Wonder Auto Limited
and Novophalt (China) Limited.
|
|
|
10.2
|
English Summary of Equity Transfer Agreement, dated January 18, 2010, by and among Yearcity Limited and Wonder Employee Capital Limited.
|