Attached files
| file | filename |
|---|---|
| EX-10.2 - Harbin Electric, Inc | v187761_ex10-2.htm |
| EX-10.5 - Harbin Electric, Inc | v187761_ex10-5.htm |
| EX-10.4 - Harbin Electric, Inc | v187761_ex10-4.htm |
| EX-10.6 - Harbin Electric, Inc | v187761_ex10-6.htm |
| EX-10.1 - Harbin Electric, Inc | v187761_ex10-1.htm |
| EX-10.3 - Harbin Electric, Inc | v187761_ex10-3.htm |
| EX-99.1 - Harbin Electric, Inc | v187761_ex99-1.htm |
| EX-10.7 - Harbin Electric, Inc | v187761_ex10-7.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 1934
Date of
Report (Date of earliest event reported): June 3, 2010
Harbin Electric,
Inc.
(Exact
name of registrant as specified in charter)
Nevada
(State or
other jurisdiction of incorporation)
|
000-51006
|
98-0403396
|
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
No. 9, Ha Ping Xi Lu, Ha Ping Lu Ji Zhong
Qu
Harbin Kai Fa Qu, Harbin,
China
|
150060
|
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
Registrant’s
telephone number, including area code:
|
86-451-86116757
|
|
(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 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(b) under the Exchange Act (17 CFR
240.14a-12(b))
¨ 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 June
9, 2010, Harbin Electric, Inc. a Nevada corporation (the “Company”) announced
that on June 3, 2010, Xi’an Tech Full Simo Motor Co., Ltd., a PRC subsidiary of
the Company (“Xi’an Tech Full”) entered into four Share Purchase Agreements,
each dated as of June 3, 2010 with certain shareholders of four subsidiaries of
Xi’an Tech Full pursuant to which Xi’an Tech Full agreed to acquire all of the
equity interests of these subsidiaries that are not currently held by Xi’an Tech
Full. Following consummation of the transactions contemplated by
these Share Purchase Agreements, Xi’an Tech Full will own 100% of the
outstanding equity of Xi’an Tech Full Lamination Co., Ltd. (“Lamination”), Xi’an
Simo A’Da Motor Co., Ltd. (“A’Da Motor”), Xi’an Tech Full Simo Moulds Co., Ltd.
(“Moulds”) and Xi’an Tech Full Simo Transportation Co., Ltd.
(“Transportation”). The aggregate purchase price to be paid by Xi’an
Tech Full for these equity interests in Lamination, A’Da Motor, Moulds and
Transportation is RMB188.2 million (US$27.60 million).
In
addition, on June 9, 2010, the Company announced that on June 3, 2010, Xi’an
Tech Full entered into three Share Purchase Agreements, each dated as of June 3,
2010 with certain shareholders of three subsidiaries of Xi’an Tech Full pursuant
to which Xi’an Tech Full agreed to sell its equity interests in such
subsidiaries to these shareholders. Following consummation of the
transactions contemplated by these three Share Purchase Agreements, Xi’an Tech
Full will no longer own any of the outstanding equity of Tianjin Simo Electric
Co., Ltd. (“Electric”), Xi’an Simo Science and Technology Development Co., Ltd.
(“Science and Technology”) and Xi’an Simo Imports and Exports Co., Ltd.
(“Imports and Exports”). The aggregate sales price to be received by
Xi’an Tech Full for these equity interests in Electric, Science and Technology
and Imports and Exports is RMB12.55 million (US$1.84 million).
The
following are descriptions of each of the Share Purchase
Agreements. These descriptions are qualified in their entirety by
reference to Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, and 10.7 to the Form
8-K and incorporated by reference herein. Exhibits
10.1 through 10.7 are English translations of the Share Purchase Agreements,
which are in the Chinese language.
Pursuant
to a Share Purchase Agreement dated as of June 3, 2010 by and between Xi’an Tech
Full and Zhejiang Ximen Punching Co., Ltd. (“Zhejiang”), which currently holds
41.69% of the equity interest of Lamination, Zhejiang agreed to sell all of its
equity interest in Lamination to Xi’an Tech Full for a purchase price of RMB179
million (US$26.25 million) payable within 40 days of the execution of the Share
Purchase Agreement. Completion of the registration of the share transfer with
the requisite PRC authorities, is expected to occur within 40 days of the
execution of the Share Purchase Agreement.
Pursuant
to a Share Purchase Agreement dated as of June 3, 2010 by and among Xi’an Tech
Full, Fu Nong, a PRC individual, and Imports and Exports, Fu Nong and Imports
and Exports agreed to sell all of their respective equity interests (60%) in
A’Da Motor to Xi’an Tech Full for an aggregate purchase price of RMB7.2 million
(US$1.06 million) payable within 40 days of the execution of the Share Purchase
Agreement. Completion of the registration of the share transfer with the
requisite PRC authorities, is expected to occur within 40 days of the execution
of the Share Purchase Agreement.
Pursuant
to a Share Purchase Agreement dated as of June 3, 2010, by and among Xi’an Tech
Full and certain PRC individuals named therein, who in aggregate hold 50% of the
equity interest of Moulds, the PRC individuals agreed to sell all of their
respective equity interests in Moulds to Xi’an Tech Full for an aggregate
purchase price of RMB1 million (US$0.15 million) payable within 40 days of the
execution of the Share Purchase Agreement. Completion of the
registration of the share transfer with the requisite PRC authorities, which is
expected to occur within 40 days of the execution of the Share Purchase
Agreement.
Pursuant
to a Share Purchase Agreement dated as of June 3, 2010 by and among Xi’an Tech
Full and certain PRC individuals named therein, who in aggregate hold 29.56% of
the equity interest of Transportation, the PRC individuals agreed to sell all of
their respective equity interests in Transportation to Xi’an Tech Full for an
aggregate purchase price of RMB1 million (US$0.15 million) payable within 40
days of the execution of the Share Purchase Agreement. Completion of
the registration of the share transfer with the requisite PRC authorities is
expected to occur within 40 days of the execution of the share purchase
agreement.
Pursuant
to the Share Purchase Agreement dated as of June 3, 2010 by and between Xi’an
Tech Full and Pingan Duan, a PRC individual who hold 20.88% of the equity
interest of Tianjin, Xi’an Tech Full agreed to sell all of its equity interests
in Electric to Pingan Duan for a purchase price of RMB4.6 million (US$0.67
million) payable to Xi’an Tech Full within 40 days of the execution of the Share
Purchase Agreement. Completion of the registration of the share
transfer with the requisite PRC authorities is expected to occur within 40 days
of the execution of the Share Purchase Agreement.
Pursuant
to the Share Purchase Agreement dated as of June 3, 2010 by and among Xi’an Tech
Full and certain PRC individuals named therein, who in aggregate hold 57.14% of
the equity interests of Science and Technology, Xi’an Tech Full agreed to sell
all of its equity interest in Science and Technology to such PRC individuals for
a purchase price of RMB300,000 (US$43,988) payable within 40 days of the
execution of the Share Purchase Agreement. Completion of the
registration of the share transfer with the requisite PRC authorities is
expected to occur within 40 days of the execution of the Share Purchase
Agreement.
Pursuant
to the Share Purchase Agreement by and between Xi’an Tech Full and Guoping Cui,
a PRC individual who hold 35% of the equity interest of Imports and Exports,
Xi’an Tech Full agreed to sell all of its equity interests in Imports and
Exports to Guoping Cui for a purchase price of RMB7.65 million (US$1.12 million)
payable within 40 days of the execution of the Share Purchase
Agreement. Completion of the registration of the share transfer with
the requisite PRC authorities, which is expected to occur within 40 days of the
execution of the Share Purchase Agreement.
Item
8.01. Other Events
On June
9, 2010, the Company issued a press release with respect to its execution of the
Share Purchase Agreements. A copy of this press release is attached
hereto as Exhibit 99.1.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
|
Exhibit No.
|
Description
|
|
|
10.1
|
Share
Purchase Agreement by and between Xi’an Tech Full Simo Motor Co., Ltd. and
Zhejiang Ximen Punching Co., Ltd. dated June 3, 2010.*
|
|
|
10.2
|
Share
Purchase Agreement by and among Xi’an Tech Full Simo Motor Co., Ltd. and
Xi’an Simo Imports and Exports Co., Ltd., and Fu Nong, dated June 3,
2010.*
|
|
|
10.3
|
Share
Purchase Agreement by and among Xi’an Tech Full Simo Motor Co., Ltd. and
Certain PRC Individuals, dated June 3, 2010.*
|
|
|
10.4
|
Share
Purchase Agreement by and among Xi’an Tech Full Simo Motor Co., Ltd. and
Certain PRC Individuals, dated June 3, 2010.*
|
|
|
10.5
|
Share
Purchase Agreement by and between Xi’an Tech Full Simo Motor Co., Ltd. and
Pingan Duan, dated June 3, 2010.*
|
|
|
10.6
|
Share
Purchase Agreement by and among Xi’an Tech Full Simo Motor Co., Ltd. and
Certain PRC Individuals, dated June 3, 2010.*
|
|
|
10.7
|
Share
Purchase Agreement by and between Xi’an Tech Full Simo Motor Co., Ltd. and
Guoping Cui, dated June 3, 2010.*
|
|
|
99.1
|
Press
Release dated as of June 9,
2010.
|
* English
Translation.
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.
|
HARBIN
ELECTRIC, INC.
|
||
|
By:
|
/s/ Tianfu Yang
|
|
|
Name:
|
Tianfu
Yang
|
|
|
Title:
|
Chairman
and Chief Executive
Officer
|
|
Dated:
June 9, 2010
Exhibit
Index
|
Exhibit No.
|
Description
|
|
|
10.1
|
Share
Purchase Agreement by and between Xi’an Tech Full Simo Motor Co., Ltd. and
Zhejiang Ximen Punching Co., Ltd. dated June 3, 2010.*
|
|
|
10.2
|
Share
Purchase Agreement by and among Xi’an Tech Full Simo Motor Co., Ltd. and
Xi’an Simo Imports and Exports Co., Ltd., and Fu Nong, dated June 3,
2010.*
|
|
|
10.3
|
Share
Purchase Agreement by and among Xi’an Tech Full Simo Motor Co., Ltd. and
certain PRC Individuals, dated June 3, 2010.*
|
|
|
10.4
|
Share
Purchase Agreement by and among Xi’an Tech Full Simo Motor Co., Ltd. and
certain PRC Individuals, dated June 3, 2010.*
|
|
|
10.5
|
Share
Purchase Agreement by and between Xi’an Tech Full Simo Motor Co., Ltd. and
Pingan Duan, dated June 3, 2010.*
|
|
|
10.6
|
Share
Purchase Agreement by and among Xi’an Tech Full Simo Motor Co., Ltd. and
certain PRC Individuals, dated June 3, 2010.*
|
|
|
10.7
|
Share
Purchase Agreement by and between Xi’an Tech Full Simo Motor Co., Ltd. and
Guoping Cui, dated June 3, 2010.*
|
|
|
99.1
|
Press
Release dated as of June 9,
2010.
|
* English Translation.