Attached files
| file | filename |
|---|---|
| EX-10.5 - Chisen Electric Corp | v195089_ex10-5.htm |
| EX-10.6 - Chisen Electric Corp | v195089_ex10-6.htm |
| EX-99.1 - Chisen Electric Corp | v195089_ex99-1.htm |
| EX-10.1 - Chisen Electric Corp | v195089_ex10-1.htm |
| EX-10.2 - Chisen Electric Corp | v195089_ex10-2.htm |
| EX-10.3 - Chisen Electric Corp | v195089_ex10-3.htm |
| EX-10.4 - Chisen Electric Corp | v195089_ex10-4.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 the earliest event reported): August
20, 2010
CHISEN ELECTRIC
CORPORATION
(Exact
name of registrant as specified in charter)
|
Nevada
|
333-128532
|
20-2190950
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
Jingyi
Road, Changxing Economic Development
Zone,
Changxing, Zhejiang Province,
The People’s Republic of
China
|
N/A
|
|
(Address
of principal executive offices)
|
(Zip
code)
|
Registrant's
telephone number, including area code: (86) 572-6267666
Not
Applicable
(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:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|
|
o
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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
Compensation Agreement of
Corporate Relocation
On August 20, 2010, Changxing Chisen
Electric Co., Ltd. (“Changxing”), the
chief operating subsidiary of Chisen Electric Corporation, a Nevada corporation
(the “Company”), entered
into a Compensation Agreement of Corporate Relocation Acquisition (the “Relocation
Agreement”) with the Administrative Committee of Changxing Economic
Development Zone, Zhejiang (the “Committee”). Pursuant
to the Relocation Agreement, Changxing agreed to transfer to the Committee the
land-use rights to, and structures on, the property previously used by Changxing
for its manufacturing facilities, and agreed to relocate the manufacturing
facilities to a new location. The Committee requested the relocation pursuant to
certain local relocation policies of Changxing County.
Pursuant to an assessment of the
property and the compensation of the losses stated as follows, the Committee
agreed to pay to Changxing RMB 117,202,100 in total for the
relocation. In addition to the compensation for the property, this
amount also includes compensation for the value of losses associated with
removing Changxing’s equipment at RMB 6,939,900 and the value of losses to
Changxing with respect to the suspension of its operations for two
months at RMB 11,748,000. Changxing agreed to vacate the site
within one year of the signing of the Relocation Agreement. The RMB
117,202,100 will be paid on the following schedule: five percent (5%) of such
amount to be paid within one month after the execution of the Relocation
Agreement, twenty percent (20%) to be paid within one month of Changxing
delivering appropriate land-use rights certificates and proof of cancellation of
encumbrances, twenty-five percent (25%) to be paid after the commencement of the
removal of Changxing’s operations from the site, and the remaining fifty percent
(50%) to be paid upon completion of the relocation. In the event that Changxing
fails to deliver required certificates or complete the relocation within the
agreed upon time period, it must pay a RMB 500,000 penalty per each month of
such delay.
The foregoing description of the
Relocation Agreement does not purport to be complete and is qualified in its
entirety by reference to such document, which is attached as Exhibit 10.1 in
Mandarin, and Exhibit 10.2 in
English, to this Current Report on Form 8-K and incorporated herein by
reference.
Investment
Agreement
Also on August 20, 2010, Changxing and
the Committee entered into an investment agreement (the “Investment
Agreement”) whereby Changixng agreed to commence the relocation of its
manufacturing facilities pursuant to the Relocation Agreement with the
administrative and policy support of the Committee. Changxing agreed to
participate in “Land Tender, Auction and Listing” activities organized by the
Changxing County Land and Resources Bureau with respect to a pre-identified
parcel of land to which Changxing agreed to relocate its business. The delivery
of the land-use rights to Changxing will be deemed as a public transfer and
Changxing agreed to pay the land transfer amount, contract tax and other related
fees at market price. The Committee agreed to provide for and maintain public
works (sewage, electricity, roads) with respect to the
property. Changxing will be subject to certain prepayment fees as set
forth in the Investment Agreement, which if not paid, will allow the Committee
to terminate the Investment Agreement and receive penalty payments in the amount
of 0.3% per day. Pursuant to the terms of the Investment Agreement, the
construction project must be completed within two years from the date of
execution of the Investment Agreement.
Following execution of the Investment
Agreement, also on August 20, 2010, Changxing and the Committee entered into a
supplemental agreement to the Investment Agreement (the “Supplemental
Agreement”) whereby the Committee agreed to compensate Changxing when
Changxing’s conditions of payment and tax scale under the Investment Agreement
are satisfied.
The foregoing description of the
Investment Agreement and Supplemental Agreement do not purport to be complete
and are qualified in their entirety by reference to such documents, which are
attached as Exhibit
10.3 and Exhibit 10.5 in
Mandarin, and Exhibit 10.4 and Exhibit 10.6 in English, to this Current
Report on Form 8-K and incorporated herein by reference.
ITEM
2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
See Item 1.01 herein
above.
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-
ITEM
8.01. OTHER EVENTS.
On August 24, 2010, the Company issued
a press release (the “Press Release”)
announcing Changxing’s entry into the Relocation Agreement, the Investment
Agreement and the Supplemental Agreement (the “Agreements”). As
a result of the Agreements, Changxing will merge its first production facility,
built in 2002 (“Plant
A”), into its second facility which has been in operation since 2008
(“Plant
B”). Plant B is one and a half times the size of Plant A and
is located within 1.5 kilometers of Plant A. Plant B has the capacity
to meet the additional production requirements resulting from the closing of
Plant A and exceed any increase in market demand for Changxing’s
products. The Company does not expect that Changxing’s production
costs or capacity will change as a result of the merger of the
plants.
Pursuant to the Investment Agreement,
in the next two years Changxing will construct a third plant (“Plant C”), which will
be one and a half times the size of Plant A, located within three kilometers of
Plant A’s current location. Plant C will launch Changxing’s newest
products, lithium ion batteries. Lithium ion batteries are a major
product in the battery industry, often used in motor vehicles, consumer
electronics and a variety of industrial applications. As a result,
the Company expects that the new product line will increase its
revenue. A copy of the Press Release is attached hereto as Exhibit 99.1 and is
incorporated herein in its entirety by reference to such exhibit.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS
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(a)
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Not
applicable.
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(b)
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Not
applicable.
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(c)
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Not
applicable.
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(d)
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Exhibits:
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EXHIBIT
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DESCRIPTION
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LOCATION
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||
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Exhibit
10.1
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Compensation
Agreement of Corporate Relocation Acquisition, dated August 20, 2010, by
and between the Company’s chief operating subsidiary, Changxing Chisen
Electric Co., Ltd., and the Administrative Committee of Changxing Economic
Development Zone, Zhejiang
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Provided
Herewith
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||
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Exhibit
10.2
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English
translation of the Compensation Agreement of Corporate Relocation
Acquisition, dated August 20, 2010, by and between the Company’s chief
operating subsidiary, Changxing Chisen Electric Co., Ltd., and the
Administrative Committee of Changxing Economic Development Zone,
Zhejiang
|
Provided
Herewith
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||
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Exhibit
10.3
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Investment
Agreement, dated August 20, 2010, by and between the Company’s chief
operating subsidiary, Changxing Chisen Electric Co., Ltd., and the
Administrative Committee of Changxing Economic Development Zone,
Zhejiang
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Provided
Herewith
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||
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Exhibit
10.4
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English
translation of the Investment Agreement, dated August 20, 2010, by and
between the Company’s chief operating subsidiary, Changxing Chisen
Electric Co., Ltd., and the Administrative Committee of Changxing Economic
Development Zone, Zhejiang
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Provided
Herewith
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EXHIBIT
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DESCRIPTION
|
LOCATION
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||
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Exhibit
10.5
|
Supplemental
Agreement, dated August 20, 2010, by and between the Company’s chief
operating subsidiary, Changxing Chisen Electric Co., Ltd., and the
Administrative Committee of Changxing Economic Development Zone,
Zhejiang
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Provided
Herewith
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||
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Exhibit
10.6
|
English
translation of the Supplemental Agreement, dated August 20, 2010, by and
between the Company’s chief operating subsidiary, Changxing Chisen
Electric Co., Ltd., and the Administrative Committee of Changxing Economic
Development Zone, Zhejiang
|
Provided
Herewith
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||
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Exhibit
99.1
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Press
release of the Company dated August 24, 2010
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Provided
Herewith
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, as amended, the Company has duly caused this
report to be signed on its behalf by the undersigned hereunto duly
authorized.
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Date:
August 24, 2010
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CHINA
INSONLINE CORP.
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By:
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/s/ Xu
Kecheng
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Name:
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Xu
Kecheng
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Its:
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Chief
Executive Officer
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