Attached files
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EX-99.4 ACQ AGREEMNT - EZ LINK HOLDINGS PURCHASE AGREEMENT - YBCC, Inc. | sharepurchaseagreement.htm |
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
25, 2009
International
Packaging & Logistics Group Inc.
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(Exact
Name of Registrant as Specified in its Charter)
Nevada 0-21384 13-3367421
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(State or
Other
Jurisdiction (Commission (IRS
Employer
of
Incorporation) File
Number) Identification
No.)
7700
Irvine Center Dr., Suite 870, Irvine,
CA
92618
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(Address
of Principal Executive
Offices) (Zip
Code)
Registrant's
telephone number, including area code: (858)
427-8700
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(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 fo the registrant under any of the following
provisions:
___ 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
2.01. COMPLETION OF ACQUISITION OR
DISPOSITION OF ASSETS.
In March
2009, International Packaging and Logistics Group, Inc. (“IPL Group Inc.”)
(Buyer), announced the acquisition of EZ LINK Corporation which is a logistics
company headquartered in Taiwan. EZ Link was established in July 2003 under the
Company Law of Republic of China. The transaction structure exposed
the EZ LINK shareholders to a potential tax liability and as a result the
transaction was halted. Subsequently the structure has been revised
whereby EZ Link Holdings, Ltd. (“Seller”), company organized under the laws of
the British Virgin Islands , who acquired EZ LINK Corporation, is being acquired
by IPL Group, Inc. Other than the change in the Seller, all the basic
terms of the original transaction remain the same. EZ LINK is a full
service international freight forwarder, who has current networks to locations
in China, Hong Kong, South East Asia, North East Asia, North America, Latin
America and Europe. In fiscal year 2007, EZ LINK had net revenues of
approximately $6.6 million $US, fiscal year 2008 had net revenues of $8.0
million $US, and For the first two quarters of 2009, net revenues were $3.8
million $US. EZ LINK will be operated as a majority owned subsidiary
of IPL Group Inc. The acquisition is effective as of January 1,
2010.
The
capital stock of the EZ LINK Holdings, Ltd. consists of 50,000 authorized shares
of common stock, US$1.00 par value , of which 24,500 shares are currently issued
and outstanding and held by Seller (“Shares”). Upon the terms and conditions set
forth below, Seller desires to assign fifty-one percent (51%) of its shares, or
25,500 shares in the aggregate, to Buyer, such that, following such
transaction, EZ LINK Holdings, Ltd will be a majority owned
subsidiary of Buyer. The parties agree that 51% ownership of the
issued and outstanding shares of EZ LINK Holdings, Ltd has a present estimated
market value of approximately US$1,600,000 (the “Purchase Price”).
(a) One
half of the Purchase Price amount (US$800,000) shall be paid in common shares of
IPL Group, Inc. as of the closing date based on a per share value of US$1.75, or
457,143 shares. Such shares shall bear the appropriate
restrictions.
(b) One
half of the Purchase Price amount (US$800,000) shall be paid in Series B
Convertible preferred shares which will be convertible into shares of IPL Group,
Inc. common shares on a one for one basis. The preferred shares shall
be valued at US$2.00 per share, and will be exercisable pursuant to the terms
and conditions specified in the purchase agreement.
ITEM
9.01. FINANCIAL STATEMENTS AND
EXHIBITS
(a)
|
Financials
Statements
|
The
required pro forma financial information is unavailable as of the date hereof
and will be filed by the Registrant pursuant to the requirements of the
Securities Exchange Act and the rules and regulations promulgated there under
within 60 days after the date of the event reported in this Form
8-K.
(d)
|
Exhibits
|
99.4 Share
Purchase Agreement
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 thereunto
duly authorized.
/s/ Steven Westlund
Chief Executive
Officer January
25, 2010
Steven
Westlund
2