Attached files
| file | filename |
|---|---|
| EX-10.1 - Puda Coal, Inc. | v200721_ex10-1.htm |
| EX-10.2 - Puda Coal, Inc. | v200721_ex10-2.htm |
| EX-99.1 - Puda Coal, Inc. | v200721_ex99-1.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): October
28, 2010
Puda
Coal, Inc.
(Exact
name of registrant as specified in its charter)
333-85306
(Commission
File Number)
|
Delaware
|
65-1129912
|
|
|
(State
or other jurisdiction of
|
(I.R.S.
Employer Identification No.)
|
|
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incorporation)
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426
Xuefu Street, Taiyuan, Shanxi Province,
The
People’s Republic of China
(Address
of principal executive offices, with zip code)
011
86 351 228 1302
(Registrant's
telephone number, including area code)
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 (see
General Instruction A.2. below):
|
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry into Material Definitive Agreements.
On
October 28, 2010, Shanxi Puda Coal Group Co., Ltd. (“Shanxi Coal”), a 90%
subsidiary of Puda Coal, Inc. (the “Company”) entered into a mining right and
mining assets transfer agreement (the “Donggou Agreement”) with Pinglu County
Donggou Coal Mine (“Donggou Coal”), pursuant to which Shanxi Coal will purchase
from Gonggou Coal all its tangible assets and coal mining rights with respect to
certain coal mining enterprises located in Pinglu County, Shanxi
Province. As consideration, Shanxi Coal will pay Gonggou Coal an
aggregate purchase price of RMB 77,500,000 (approximately $11.59 million) in
cash, of which RMB 9,130,000 (approximately $1.37 million) is for the tangible
assets and RMB 68,370,000 (approximately $10.22 million) is for the mining
rights of and compensation to Donggou Coal. A copy of the Gonggou Agreement is
filed as Exhibit 10.1 to this report and is incorporated herein in its entirety.
The description of the terms and conditions of the Gonggou Agreement
herein is modified and supplemented by such reference.
On
October 28, 2010, Shanxi Coal entered into a mining right and mining assets
transfer agreement (the “Renling Agreement,” and together with the Gonggou
Agreement, the “Agreements”) with Shanxi Pinglu Renling Coal Industry Ltd.
(“Renling Coal”), pursuant to which Shanxi Coal will purchase from Renling Coal
all its tangible assets and coal mining rights with respect to certain coal
mining enterprises located in Pinglu County, Shanxi Province. As
consideration, Shanxi Coal will pay Renling Coal an aggregate purchase price of
RMB 205,000,000 (approximately $30.65 million) in cash, of which RMB 38,830,000
(approximately $5.80 million) is for the tangible assets and RMB 166,170,000
(approximately $24.85 million) is for the mining rights of and compensation to
Renling Coal. A copy of the Renling Agreement is filed as Exhibit 10.2 to this
report and is incorporated herein in its entirety. The description of the
terms and conditions of the Renling Agreement herein is modified and
supplemented by such reference.
Under
each Agreement, Shanxi Coal agrees to pay 50% of the purchase price within three
days of the execution of the agreement, 40% of the purchase price within 30 days
after assets transfer is completed and the mining permits and property deeds are
transferred, and the remaining 10% of the purchase price six months after the
mining permits and property deeds are transferred.
2
Pursuant
to the Agreements, each seller will be responsible for canceling or terminating
their respective employment contracts (or labor relationships) with their staff,
paying all unpaid wage, premium and welfare expenses, and bearing all of the
expenses caused by the cancellation or termination of the employment
contracts.
Each
seller makes customary representations and warranties in the Agreements with
respect to the assets and rights transferred to Shanxi Coal. The closing of the
transactions under the Agreements are subject to customary closing conditions,
including registration and transfer of ownership certificates and mining right
certificates.
The
sellers are both selling their coal mine assets and coal mining right to Shanxi
Coal as a result of the Chinese government’s requirement to close, consolidate
and restructure smaller coal mines and the government’s approval of the Company
as one of the few coal mine consolidators that have the capacity to acquire and
consolidate such coal mines. The sellers are closing their coal mine
operations and are in the process of liquidating. Shanxi Coal is
merely acquiring the tangible assets and coal mining rights of the sellers
during their liquidation process; Shanxi Coal is not acquiring or assuming any
business, customers, vendors, business partners, contracts, employees or
goodwill from the sellers, nor will Shanxi Coal assume any indebtedness or
liabilities from them.
Neither
the Company, Shanxi Coal or their affiliates, nor any director, officer or any
associate of any such director or officer thereof, has any material relationship
with the sellers other than in respect of the Agreements.
Item
7.01 Regulation FD Disclosure
On
November 3, 2010, the Company issued a press release announcing its entry into
of the Agreements. A copy of the press release is furnished herewith
as Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits.
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(d)
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Exhibits
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The
exhibits listed in the following Exhibit Index are filed as part of this
report.
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Exhibit
No.
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Description
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10.1
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Mining
Right and Mining Assets Transfer Agreement, dated October 28, 2010,
between Pinglu County Donggou Coal Mine and Shanxi Puda Coal Group Co.,
Ltd.
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10.2
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Mining
Right and Mining Assets Transfer Agreement, dated October 28, 2009,
between Shanxi Pinglu Renling Coal Industry Ltd. and Shanxi Puda Coal
Group Co., Ltd.
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99.1
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Press
Release dated November 3, 2010 regarding the
agreements.
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3
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 hereunto
duly authorized.
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PUDA
COAL, INC.
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||
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Date: November
3, 2010
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By:
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/s/
Qiong Wu
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Qiong
Wu
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Chief
Financial Officer
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4
EXHIBIT
INDEX
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Exhibit
No.
|
Description
|
|
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10.1
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Mining
Right and Mining Assets Transfer Agreement, dated October 28, 2010,
between Pinglu County Donggou Coal Mine and Shanxi Puda Coal Group Co.,
Ltd.
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10.2
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Mining
Right and Mining Assets Transfer Agreement, dated October 28, 2009,
between Shanxi Pinglu Renling Coal Industry Ltd. and Shanxi Puda Coal
Group Co., Ltd.
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99.1
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Press
Release dated November 3, 2010 regarding the
agreements.
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5