Attached files
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): February 5,
2010
SINOCOKING
COAL AND COKE
CHEMICAL
INDUSTRIES, INC.
(Exact
name of Company as specified in charter)
Florida 000-28179 59-3404233
(State or other jurisdiction of
incorporation) (Commission
File
Number)
(IRS Employer Identification Number)
Kuanggong
Road and Tiyu Road 10th Floor,
Chengshi
Xin Yong She, Tiyu Road, Xinhua District,
Pingdingshan,
Henan Province, China 467000
(Address
of principal executive offices)
+86-3752882999
(Company’s
telephone number, including area code)
Ableauctions.com,
Inc.
Suite
454-4111 Hastings Street
Burnaby,
British Columbia V5C 6T7 Canada
(Former
name and former address, if changed since last report)
Former telephone number, including area code 604-293-3933
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the Company 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
CFR240.14a-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 240.13(e)-4(c))
Item
1.01 Entry
into a Material Definitive Agreement
On
February 5, 2010, the Company completed an acquisition of SinoCoking, a coal and
coke producer based in the Henan Province of the People’s Republic of China, by
means of a share exchange. Simultaneously with the acquisition, the
Company completed a USD $7 million private placement of its securities to
non-U.S. investors at $6.00 per unit, with each unit consisting of one share of
common stock, and a warrant to purchase 0.5 shares of common stock with an
exercise price of $12.00 per share. Madison Williams and Co., a
Manhattan-based investment bank, has been engaged to act as placement agent for
SinoCoking.
From
February 8, 2010, our common stock will be quoted on the Over-the-Counter
Bulletin Board under the new stock symbol “SCOK”. Preciously,
our common stock was traded on the NYSE Amex under the symbol
“AAC.”
Acquisition
of SinoCoking by Share Exchange
On
February 5, 2010, the Company, previously named "Ableauctions.com, Inc." and now
renamed “SinoCoking Coal and Coke Chemical Industries, Inc.” (the “Company” or “SinoCoking”),
consummated an acquisition pursuant to a Share Exchange Agreement (“Exchange Agreement”)
with the Company’s majority shareholders, Abdul and Hanifa Ladha (“Ladha”), Top Favour
Limited, a British Virgin Islands corporation (“Top Favour”), and the
shareholders of Top Favour, consisting of 12 individuals and 5 entities, who
collectively hold 100% of Top Favour’s issued and outstanding share capital (the
“Top Favour
Shareholders”). Under the Exchange Agreement, the Top Favour
Shareholders exchanged their shares of Top Favour capital stock for newly-issued
shares of the Company. Hereinafter, this share exchange transaction
is described as the “Acquisition.”
Top
Favour is a holding company that, through its wholly owned subsidiary
Pingdingshan Hongyuan Energy Science and Technology Development Co., Ltd.
(“Hongyuan”), controls Henan
Province Pingdingshan Hongli Coal & Coke Co., Ltd. (“Hongli”), a coal and coke
producer in Henan Province in the central region of the People’s Republic of
China (“PRC” or “China”). Hongli produces
coke, coal, coal byproducts and electricity through its branch operation,
Baofeng Coking Factory, and its wholly owned subsidiaries, Baofeng Hongchang
Coal Co., Ltd. and Baofeng Hongguang Environment Protection Electricity
Generating Co., Ltd, which we refer to collectively as the “Baofeng
Subsidiaries”. We refer to Hongli and the Baofeng Subsidiaries
collectively as “Hongli Group”. Top Favour controls Hongli Group
through contractual arrangements with Hongli Group and its owners (see exhibits
10.1, 10.2, 10.3, 10.4, 10.5 and 10.6 included with this Form
8-K). These contractual arrangements provide for management and
control rights, and in addition entitle Top Favour to receive the earnings and
control the assets of Hongli Group. As a result of the Acquisition,
the Company, Top Favour, Hongyuan and Hongli Group are now collectively referred
to as “SinoCoking”.
SinoCoking’s
principal products include coke, or carbon fuel produced by distillation of
coal. This coke is produced from coal that it mines as well as coal
that it purchases. SinoCoking produces and sells two types of coke,
metallurgical coke primarily used in steel manufacturing and
chemical coke used mainly for synthesis gas production. SinoCoking
also sells coal, including raw coal, “washed coal” (which is processed coal that
is ready for coking or thermal uses), and “medium coal” and coal slurries (both
of which are byproducts of the coal-washing process). SinoCoking also
produces and sells coal tar, which is a byproduct from its coke manufacturing
process.
-2-
As a
result of the Acquisition, the Company acquired 100% of the coal and coke
producer known as SinoCoking, the business and operations of which now
constitutes the primary business and operations of the
Company. Specifically, as a result of the Acquisition on
February 5, 2010:
|
|
·
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The
Company acquired and now owns 100% of the issued and outstanding shares of
capital stock of Top Favour, the British Virgin Islands holding company
which owns and controls the SinoCoking coal and coking company business,
making Top Favour a wholly-owned subsidiary of the
Company;
|
|
|
·
|
The
Company issued 13,117,952 shares of its common stock to the Top Favour
Shareholders;
|
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|
·
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The
ownership position of the shareholders of the Company who were holders of
common stock immediately prior to the Acquisition changed from 100% to 3%
of the Company’s outstanding shares;
and
|
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|
·
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Top
Favour Shareholders were issued common stock of the Company constituting
approximately 97% of the outstanding shares of the
Company.
|
For
accounting purposes, the Acquisition will be treated as a reverse acquisition
which results in the legal acquirer, the Company, being treated as being
acquired by Top Favour under purchase accounting.
On
February 5, 2010, the Company distributed all of its pre-Acquisition assets
relating to the former Ableauctions business (after payment or assignment
of liabilities) to Able (U.S.) Liquidating Trust, a liquidating trust for the
benefit of holders of Company’s shares immediately prior to the closing of the
Acquisition. The Company will cease to operate the Ableauctions
business, which management will be taken over by Able (U.S.) Liquidating
Trust. For further details concerning this distribution of assets,
please refer to Item 2.01 of the Company’s Form 8-K filed on February 5, 2010
filed concurrently with this Form 8-K.
The
parties to the Exchange Agreement waived certain conditions under the agreement
in connection with the closing of the Acquisition. Top Favour and the
Top Favour Shareholders agreed that the Company’s common stock would be delisted
from the NYSE Amex on the closing date of the Acquisition, and that the
post-transaction company’s post-reverse-split shares of common stock will be
quoted on the OTC Bulletin Board until the Company meets the listing criteria
for quotation on a national exchange. The parties agreed that the
Company will apply for listing of its post-Acquisition common stock on the
Nasdaq Stock Market in addition to the NYSE American Stock
Exchange. The parties agreed that immediately after the reverse stock
split on the closing date of the Acquisition, the Company will complete an
initial closing of a private placement financing with gross proceeds of
approximately $7 million, and accordingly Top Favour and the Top Favour
Shareholders waived the
applicable financing condition in the Exchange Agreement. The former
officers and directors of the Company also waived application of the
indemnification provisions under the Company’s Articles of Incorporation, for
any of their acts prior to the Acquisition.
-3-
Reverse
Stock Split and Name Change
On
February 5, 2010, the Company effected a 1-for-20 reverse stock split of its
common stock and changed its name to “SinoCoking Coal and Coke Chemical
Industries Inc.”, by filing an amendment to its articles of incorporation with
the Florida State Department. For further information
concerning the reverse stock split and name change, please refer to Item 5.03 of
this Form 8-K.
Change
in Management
On the
closing date of the Acquisition, Mr. Abdul Ladha stepped down as Chief Executive
Officer, Chief Financial Officer and Secretary of the Company and was succeeded
by Jianhua Lv, the founder and president of SinoCoking. As of
February 5, 2010, Mr. Lv was appointed Chief Executive Officer, President and
Chairman of the Board, and Mr. Zan Wu was appointed as the Chief Financial
Officer, Treasurer and Secretary of the Company. Also on the
closing date of the Acquisition, the four former directors of Ableauctions
stepped down from the Company’s board of directors and were succeeded by seven
directors appointed by Top Favour to take office on February 15,
2010. For additional details concerning the change in
management please refer to Item 5.02 below in this Form 8-K.
Equity
Financing at $6.00 per Unit
On
February 5, 2010, immediately following the 1-for-20 reverse stock split and
share exchange, the Company executed a private placement financing in which it
sold and issued $7,085,352 of its units, at a purchase price of USD $6.00 per
unit, to 34 non-U.S. investors under Regulation S. Each unit consists of
one (1) share of common stock and a warrant for the purchase of 0.5 shares of
common stock with an exercise price of $12.00 per share. The investor
warrants are exercisable for a period of five years from the date of
issuance.
In
connection with the private placement financing, on February 5, 2010 the Company
entered into a Securities Purchase Agreement with the 34 non-U.S. investors, and
executed and delivered the investor warrants.
On the
closing date, the Company issued a total of 1,180,892 shares of common stock,
and warrants for the purchase of an additional 590,446 shares of common stock,
to the investors in the private placement.
-4-
Item
3.02 Unregistered
Sales of Equity Securities
Equity
Financing at $6.00 per Unit
Reference
is made to the $7 million private placement transaction described under the
subheading “Equity Financing at $6.00 per Unit” in Item 1.01 above, which is
incorporated into this Item 3.02 by reference.
The
securities issued in the private placement were exempt from registration, and
not issued pursuant to any registration statement. The securities
issued are subject to applicable restrictions on resale pursuant to Regulation S
promulgated under the Securities Act of 1933.
Item
5.01 Changes
in Control of Registrant
Reference
is made to Items 1.01 and 5.02, which items are incorporated by reference into
this Item 5.01.
As a
result of the closing of the Acquisition and Initial Financing on February 5,
2010 (i) Honour Express Limited, a British Virgin Islands company, will receive
6,694,091 shares of common stock representing approximately 45.51% of the total
and outstanding shares; Mr. Lv may be deemed to be a beneficial owner of the
shares of the Company held by Honour Express Limited, because he is a director
of that entity; (ii) Mr. Liuchang Yang will receive 574,566 shares of common
stock representing approximately 3.91% of the total and outstanding shares; and
(iii) Ms. Ruiyun Li will receive 913,009 shares of common stock representing
approximately 6.21% of the total and outstanding shares. These
parties each received shares of the Company in the Acquisition, in exchange for
the shares of Top Favour they previously held. The foregoing
percentages are based on 14,708,554 shares issued and outstanding immediately
following the closing of the Acquisition and Initial Financing. In
addition, the foregoing share holdings reflect an agreement among Honour
Express, Liuchang Yang and Ruiyun Li to adjust the number of post-transaction
shares of common stock to be received by each of these parties at closing
amongst themselves, such that Mr. Yang’s holdings would be reduced by 236,123
shares, Ms. Li’s shares would be reduced by 236,123 shares, and Honour Express’
holdings would be increased by 472,246 shares.
Prior to
the closing of the Acquisition and the Initial Financing, Abdul and Hanifa Ladha
beneficially owned approximately 53.9% of the pre-Acquisition issued and
outstanding common stock of the Company.
Item
5.02 Departure of Directors or Certain Officers; Election
of Directors
In
connection with the closing of the Acquisition on February 5, 2010 as described
in Item 1.01 above, the following board and management changes
occurred.
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(a)
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Resignation
of Directors
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In
connection with the Acquisition, Abdul Ladha, Barrett E.G. Sleeman, David Vogt
and Michael Boyling (each, a “Resigning Director”
and collectively the “Resigning Directors”)
agreed to resign as directors, subject to and immediately following the
satisfaction of all three of the following conditions: (i) the closing of the
Acquisition, (ii) the appointment of one or more successor directors in
accordance with the terms of the Exchange Agreement, and (iii) the expiration of
the 10-day period following the filing and delivery of an Information Statement
on Schedule 14f-1 to the shareholders of the Company.
The
Acquisition closed on February 5, 2010, and successor directors have been
appointed in accordance with the Exchange Agreement. In
addition, the Schedule 14f-1 referred to above was filed and delivered to the
February 1, 2010 shareholders of record of the Company on February 5, 2010, and
the the successor directors will take office 10 days following the
filing and delivery of the 14f-1, which is February 15, 2010.
The
resignation of the Resigning Directors was in connection with the change of
control under the Acquisition, and was not in connection with any disagreement
between the Resigning Director and any of our officers or
directors. We provided a copy of this Item 5.02 to the Resigning
Director and informed such Resigning Director that he may furnish the Company as
promptly as possible with a letter stating whether he agrees or disagrees with
the disclosures made in response to this Item 5.02, and that if he
disagrees, then the company requests that he provide the respects in which he
does not agree with the disclosures. We will undertake to file any letter
received from the Resigning Director, if any, as an exhibit to an amendment to
this current report on Form 8-K within two business days after
receipt.
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(b)
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Resignation
of Officers
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Effective
February 5, 2010, Abdul Ladha resigned as our President, Chief Executive Officer
and Secretary.
-5-
(c) Appointment
of Officers
Effective
February 5, 2010, the following persons were appointed as our newly appointed
executive officers (individually, a “New Officer” and
collectively, the “New
Officers”):
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Name
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Age
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Position
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|||
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Jianhua
Lv
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41
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President,
Chief Executive Officer
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Liuchang
Yang
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54
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Vice-President,
Secretary
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Zan
(“Sam”) Wu
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32
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Chief
Financial Officer
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Hui
Zheng
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37
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Vice
President of Operations
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|||
There are
no family relationships among any of our officers or directors. Other
than the Exchange Transaction, and except as set forth below under the
subheading “Related Party Transactions”, there are no transactions, since the
beginning of our last fiscal year, or any currently proposed transaction, in
which the Company was or is to be a participant and the amount involved exceeds
the lesser of $120,000 or one percent of the average of the Company’s total
assets at year-end for the last three completed fiscal years, and in which any
of the New Officers had or will have a direct or indirect material interest.
Other than the Exchange Transaction, there is no material plan, contract or
arrangement (whether or not written) to which any of the New Officers is a party
or in which any New Officer participates that is entered into or material
amendment in connection with our appointment of the New Officers, or any grant
or award to any New Officer or modification thereto, under any such plan,
contract or arrangement in connection with our appointment of the New Officers.
Descriptions
of our newly appointed directors and officers can be found in the subsection
titled “Information About Our New Directors and Officers”
below.
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(d)
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Appointment
of Directors
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In
connection with the Exchange Transaction, we agreed to appoint the following
persons as new members of our board of directors (individually, a “New Director” and
collectively, the “New
Directors”). The following table sets forth information
regarding our New Directors, who will take office on February 15, 2010 in
compliance with Section 14(f) of the Securities Exchange Act of 1934, as
amended, and Rule 14f-1 thereunder. None of these directors or
officers has served as a director or officer of the Company prior to the
Acquisition.
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Name
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Age
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Position
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|||
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Jianhua
Lv
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41
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President,
Chief Executive Officer and Chairman of the Board
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Liuchang
Yang
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54
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Vice-President,
Secretary and Director
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|||
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Zan
(“Sam”) Wu
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32
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Chief
Financial Officer
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|||
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Hui
Zheng
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37
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Vice
President of Operations and Director
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Hui
Huang
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42
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Independent
Director
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|||
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Yushan
Jiang
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55
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Independent
Director
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Jin
Yao
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61
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Independent
Director
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Haoyi
Zhang
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47
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Independent
Director
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|||
The
Company agreed to pay cash compensation in the amount of $10,000 to each
director for their service on the board of directors in
2010.
-6-
Information
About Our New Officers and Directors
Business
Experience
The
following is a summary of the educational background and business experience
during the past five years of each of the Registrant’s directors and executive
officers. The following information includes the person’s principal
occupation during the period, and the name and principal business of the
organization by which he or she was employed.
Jianhua Lv, Age 41
Jianhua
Lv has been the executive director and chairman of Hongli since 1996, when he
founded the company. Prior to this, from 1989 to 1996 Mr. Lv held a
number of positions at the Henan Province Pingdingshan Coal Group, where he has
developed many years of experience in the coal and coking
industries. In early 2007, Mr. Lv was appointed as a standing
committee member of the Chinese People’s Political Consultative Conference of
Baofeng, Henan Province, and as a standing committee member of the National
People’s Congress of Baofeng, Henan Province. Mr. Lv has been honored as an
outstanding entrepreneur of the year in 2003 and 2004. Mr. Lv holds a
bachelors degree from Henan University in Chinese, a master degree in economics
from Henan University, and a master of law degree from the Central Party
School.
Liuchang
Yang, Age 54
Liuchang
Yang has served as a director of Hongli since 2003, and as its Vice Chairman
since January 2006. Prior to this, Mr. Yang held various offices at
the Registrant’s predecessors from 1983 to 2005, including secretary, deputy
director, director and general manager of human resources. Mr. Yang
has extensive experience in management, human resources and
administration. Mr. Yang holds a bachelor’s degree in Law from
Beijing University, a degree from the Center Party School in Economics and
Management, and a graduate degree in Finance and Banking from the Chinese
Academy of Social Sciences.
Zan
(“Sam”) Wu, Age 32
Zan Wu
has served as the chief financial officer of Hongli since July 2009. Prior
to this, Mr. Wu worked as an auditor at the Zhong Rui Hui Accounting Firm from
2000 to 2001. Mr. Wu was a financial analyst at VIR Consultancy Ltd. from
2003 to 2004. From 2004 through 2006, Mr. Wu held the positions of
assistant manager and financial manager at Domino Scientific Equipment
Ltd. Mr. Wu was the chief representative of Global American, Inc. (China
Representative Office) from 2006 – 2009. Mr. Wu holds a bachelor’s degree
in accounting from the Capital University of Economics and Business and a
master’s degree in financial management and control from Aston Business
School.
Hui
Zheng, Age 37
Hui Zheng
has served as vice manager of Human Resources at Henan Province Pingdingshan
Hongli Coal & Coke Co., Ltd. (SinoCoking) since 2006. Prior to
this Mr. Zheng worked at SinoCoking
as a stastician, secretary and vice-dean from 1998 until 2006. Mr.
Zheng has worked in the materials industry since 1996. Mr. Zheng
holds a degree from Zhengzhou University.
-7-
Hui
Huang, Age 42
Hui Huang
is the chairman and chief executive officer of Wuhan Pingdingshan Coal and Wuhan
Steel Unification Coking Company. Mr. Huang has also served as
director of sales and administration of the same company from 1985 to
1996. He then served as director of the Economics and Technology
Cooperation Center of the Pingdingshan Coal Group (now known as the Wuhan
Pingdingshan Coal and Wuhan Steel Unification Coking Company) from 1996 to 2008,
of which he is now chairman of the board. Mr. Huang is also a
director of the China Association of Comprehensive Resource Utilization, a
vice-director of the Henan Institute of Coal (a branch of the China Association
of Comprehensive Resource Utilization), and vice-secretary of the Pingdingshan
Youth Union.
Yushan
Jiang, Age 55
Yushan
Jiang has served as the chief executive officer of the Pingdingshan Coal Group
Shoushan Coking Co., Ltd. since February 2007. Prior to this, from
2001 to 2007, he was chief engineer at the Henan Tianhong Coking
Company. Prior to this Mr. Jiang developed expensive experience
in the coking industry as he held numerous positions since 1972 as a worker,
director, and head of research and development for various coking
operations. Mr. Jiang is also currently a vice-director and
member of the Coking Committee of the Henan Province Metals Association, and
vice-secretary of the Henan Province Institute of Coal &
Coke. Mr. Jiang holds a Bachelor’s degree in Coal and Chemistry from
the Wuhan College of Iron & Steel.
Jin
Yao, Age 61
Jin Yao
is vice-chairman of the China Division of the Asia Pacific CEO Association, a
position he has held since 2003. Prior to this Mr. Yao served as
general manager at the Beijing Gaoping Technology Development Company from 1989
to 2003. Mr. Yao holds a bachelor’s degree and a master’s degree in
Electrical Engineering from the Beijing Institute of Technology.
Haoyi
Zhang, Age 47
Haoyi
Zhang serves as the chief financial officer of Henan Pinggao Electricity Ltd.,
one of the major A-Share public companies traded on the Shanghai Stock Exchange,
a position he has held since January 2005. From January 2005 to March 2009, he
served as the chief accountant of Henan Pinggao DongZhi Gao Ya Kaiguan Ltd., a
Sino-Japanese Joint Venture with Toshiba, concurrently with his position as the
chief financial officer at Henan Pinggao Electricity Ltd. From April to
December 2004, he served as the chief accountant of Henan Pinggao DongZhi Gao Ya
Kaiguan Ltd. Mr. Zhang held numerous positions from July 1995 to March 2004 as
the deputy director, the director, the deputy chief accountant, the assistant
general manager and the chief accountant at China Beifang Industry Company,
Xiamen Branch. Mr. Zhang holds a Bachelor’s
degree in Accounting from Xiamen University and an EMBA degree from Xian
Jiaotong University.
-8-
Director
Independence
Among the
seven New Directors appointed to the Board of Directors in connection with the
Closing of the Acquisition, the Board of Directors believes three of such
individuals are not independent, and four meet the criteria for independence
under the Nasdaq rules.
Audit,
Nominating and Compensation Committees of the Board
Upon the
New Directors taking office, the Board of Directors will have three standing
committees: the audit committee, nominating committee and compensation
committee.
Our Audit
Committee will consist of three independent directors: Haoyi Zhang (chairman),
Jin Yao and Yushan Jiang. Mr. Zhang will serve, and is qualified to
serve, as the audit committee financial expert. The Audit Committee
is responsible for recommending to the Board of Directors the selection of
independent public accountants to audit our books and records annually, to
discuss with the independent auditors and internal financial personnel the scope
and results of any audit, to review and approve any nonaudit services performed
by our independent auditing firm, and to review certain related party
transactions. Prior to the Closing, Ableauctions maintained an audit
committee, which met four times during the last fiscal year. The
audit committee operates under a written charter adopted by the Board of
Directors. The Board of Directors also will designate Haoyi Zhang to
serve as the audit committee financial expert for our Board, effective once he
takes office as a director.
Our
compensation committee will consist of three independent directors: Jin Yao
(chairman), Hui Huang and Yushan Jiang. In evaluating director
candidates, our Compensation Committee will into account the entire background
of the particular candidate, including his or her business experience,
specialized skills or experience possessed by the particular candidate, and the
candidate’s integrity and reputation. Executive officer and director
compensation is also determined by examining the entirety of the circumstances,
including the experience and responsibilities of the particular individual as
well as the amount of time devoted to the Registrant’s business. Our Board of
Directors does not have a fixed policy regarding the consideration of director
candidates recommended by shareholders and has not provided a process for
shareholders to nominate director candidates. Prior to the Closing,
the Ableauctions Board did not maintain a Compensation Committee, and the
functions that would have been performed by such a committee were instead
performed by the full board of directors.
Our
Nominating Committee will consist of three independent directors: Hui Huang
(chairman), Yushan Jiang, and Jin Yao. Our Nominating Committee
is responsible for: (a) assisting the Board in determining the desired
experience, mix of skills and other qualities to assure appropriate Board
composition, taking into account the current Board members and the specific
needs of the Company and the Board; (b) identifying highly qualified individuals
meeting those criteria to serve on the Board; (c) proposing to the Board a slate
of nominees for election by the shareholders at the Annual Meeting of
Shareholders and prospective director candidates in the event of
the resignation, death, removal or retirement of directors or a change in Board
composition requirements; (d) reviewing candidates nominated by shareholders for
election to the Board; (e) developing plans regarding the size and composition
of the Board and its committees; (f) reviewing management succession plans; and
(g) such other functions as the Board may from time to time assign to the
Nominating Committee. Prior to the Closing, the Ableauctions Board
did not maintain a Nominating Committee, and the functions that would have been
performed by such a committee were instead performed by the full board of
directors.
-9-
Related
Party Transactions
Messrs.
Jianhua Lv, Liuchang Yang, Hui Zheng, Hui Huang, Yushan Jiang, Jin Yao and Haoyi
Zhang are each considered related parties, since they are to be appointed to the
Board of Directors upon consummation of the Exchange
Transaction. None of these individuals have engaged in any
transactions with the Registrant, or in any transactions in which any of the
foregoing individuals had or will have a direct or indirect material interest,
except as follows:
Top
Favour has loans from Mr. Jianhua Lv, a majority beneficial shareholder,
President and Chief Executive Officer of Top Favour, and Mr. Liuchang Yang,
Director and Vice President of Hongli. Mr. Lv and Mr. Yang provided
the funds for Top Favour’s acquisitions of the coal mine, Baofeng Coking, and to
fund construction of the power plant. These loans are unsecured,
payable on demand and bear no interest. Top Favour had paid off the
loans related to the aforesaid business acquisitions before June 30, 2009, and
did not impute interest for the three months ended September 30,
2009. Top Favour imputed the interest on loans from Mr. Lv and Mr.
Yang based on the prevailing rate which was 8.89% for the three months September
30, 2008.
Payables
to Mr. Lv, and Mr. Yang as of September 30, 2009 and June 30, 2009 were as
follows:
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Due
to
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September
30, 2009
(Unaudited)
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June
30, 2009
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Term
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Manner
of Settlement
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||||||
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Mr.
Jianhua Lv
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$
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1,317,611
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$
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1,281,304
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Short
term
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Cash
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||||
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Mr.
Liuchang Yang
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225,495
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259,033
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Short
term
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Cash
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||||||
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Total
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$
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1,543,106
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$
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1,540,337
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||||||
Other
Information
There are
no family relationships among any of our New Directors of successor
officers.To the Company’s
knowledge, none of the New Directors, successor officers or affiliates of the
Company or any owner of more than five percent of the Registrant’s Common Stock
(beneficially or of record) is a party adverse in interest to the Registrant in
any legal proceeding. None of our promoters, control persons,
directors or officers, or any proposed directors or officers, have been involved
in any of the following events during the past five years: (1) any bankruptcy
petition filed by or against any business of which such person was a general
partner or executive officer either at the time of the bankruptcy or within two
years prior to that time; (2) any
conviction in a criminal proceeding or being subject to a pending criminal
proceeding, excluding traffic violations and other minor offenses; (3) being
subject to any order, judgment or decree, not subsequently reversed, suspended
or vacated, of any court of competent jurisdiction, permanently or temporarily
enjoining, barring, suspending or otherwise limiting his involvement in any type
of business, securities or banking activities; or (4) being found by a court of
competent jurisdiction, in a civil action, the Securities and Exchange
Commission or the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law, and the judgment has not been
reversed, suspended, or vacated.
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Item
5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year
Effective
at 5:00 pm Pacific time on February 5, 2010, a 1-for-20 reverse stock split of
our common stock was effected, and we changed our corporate name to “SinoCoking
Coal and Coke Chemical Industries, Inc.”
Item
9.01 Financial
Statements and Exhibits
Reference
is made to the information disclosed in Items 1.01 and 5.01 above in the Form
8-K. The required financial statements of SinoCoking shall be filed
by the Company by amendment to this Form 8-K within 71 calendar days after the
date of filing of this Form 8-K.
|
Exhibit
Number
|
Description
|
|
|
2.1
|
Share
Exchange Agreement (1)
|
|
|
2.2
|
First
Amendment to Share Exchange Agreement (2)
|
|
|
3.1
|
Articles
of Incorporation, as amended (3)
|
|
|
3.2
|
Articles
Amendment dated February 3, 2010 *
|
|
|
3.3
|
Bylaws
(3)
|
|
|
4.1
|
Specimen
Stock Certificate of SinoCoking Coal and Coke Chemical Industries, Inc.
*
|
|
|
10.1
|
Voting
Agreement (1)
|
|
|
10.2
|
Consulting
Services Agreement *
|
|
|
10.3
|
Operating
Agreement *
|
|
|
10.4
|
Equity
Pledge Agreement *
|
|
|
10.5
|
Option
Agreement *
|
|
|
10.6
|
Voting
Rights Proxy Agreement *
|
|
|
10.7
|
Lease
Agreement *
|
|
|
10.8
|
Form
of Securities Purchase Agreement *
|
|
|
10.9
|
Form
of Warrant *
|
|
|
10.10
|
Form
of Escrow Agreement *
|
|
|
10.11
|
Form
of Director’s Offer and Acceptance Letter *
|
|
|
10.12
|
Form
of Officer’s Offer and Acceptance Letter *
|
|
|
14.1
|
Code
of Ethics (4)
|
|
|
99.1
|
Letter
Regarding Departure of Former CEO, CFO and Secretary *
|
|
|
99.2
|
Legal
Opinion of PRC counsel *
|
* Filed
herewith.
|
(1)
|
Incorporated
by reference to the Form 8-K Current Report filed by the registrant with
the Securities and Exchange Commission by the registrant on July 17,
2009.
|
-11-
|
(2)
|
Incorporated
by reference to the Form 8-K Current Report filed by the registrant with
the Securities and Exchange Commission on November 25,
2009.
|
|
(3)
|
Incorporated
by reference to the Form 10-SB filed by the registrant with the Securities
and Exchange Commission by the registrant on November 18,
1999.
|
|
(4)
|
Incorporated
by reference to the Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2003 filed by the registrant on March 30,
2004.
|
-12-
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
|
SINOCOKING
COAL AND COKE
CHEMICAL
INDUSTRIES, INC.
|
|||
|
Date February
8, 2010
|
By:
|
/s/ Jianhua Lv | |
|
Jianhua
Lv, Chief Executive Officer
|
|||
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