Attached files
| file | filename |
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| EX-10.1 - Wave Sync Corp. | v202322_ex10-1.htm |
| EX-99.1 - Wave Sync Corp. | v202322_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): November 12, 2010
CHINA
INSONLINE CORP.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-34113
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74-2559866
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(State
or Other
Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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Room 42, 4F, New Henry House,
10 Ice House Street,
Central, Hong
Kong
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N/A
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant's
telephone number, including area code (011)
00852-25232986
N/A
(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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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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1
1.01. Entry
into a Material Definitive Agreement.
On
November 12, 2010, China INSOnline Corp. (the “Company”) entered into a
Share Exchange Agreement with Ding Neng Holdings Limited, a British Virgin
Islands holding company (“Ding Neng Holdings”), which
owns (i) 100% of Ding Neng Bio-technology Co., Limited, a Hong Kong company,
which owns (ii) 100% of Zhangzhou Fuhua Biomass Energy Technology Co., Ltd.
(“Fuhua”), a foreign
investment enterprise organized under the laws of the People’s Republic of
China, or PRC, and which has, through various contractual agreements, management
control and the rights to the profits of Fujian Zhangzhou Dingneng
Bio-technology Co., Ltd. (“Ding Neng Bio-tech”), a
corporation organized under the laws of the PRC, which engages in the
production, refinement and distribution of bio-diesel fuel in southern
China. The Share Exchange Agreement provides for an acquisition
transaction (the “Acquisition”) in which the
Company through the issuance of shares of Common Stock representing 85% of the
Common Stock issued and outstanding immediately following the closing of the
Acquisition, will acquire 100% of Ding Neng Holdings. Ding Neng
Holdings indirectly owns 100% of the outstanding capital stock of Fuhua, which
has, through various contractual agreements, management control and the rights
to the profits of Ding Neng Bio-tech and establishes Ding Neng Bio-tech as a
variable interest entity, with Fuhua as the beneficiary.
In
connection with the Acquisition, Ding Neng Holdings has agreed to provide Zhenyu
Wang, the Company’s chief executive officer, an employment agreement, whereby
Mr. Wang will be employed by the post-acquisition entity for a term of two years
at an annual salary of $150,000 and equity of the post-acquisition entity equal
to 1% upon execution of the employment agreement, plus an additional 0.5% over
the term of the employment agreement (0.25% after the first year and 0.25% after
the second year).
The
Share Exchange Agreement contains detailed provisions prohibiting each of the
Company, Ding Neng Holdings and the Ding Neng Holdings shareholders from seeking
an alternative transaction. These covenants generally prohibit the Company, Ding
Neng Holdings and the Ding Neng Holdings shareholders, as well as their
officers, directors, subsidiaries, employees, agents and representatives, from
taking any action to solicit an alternative acquisition proposal.
In
addition to the Acquisition, the Share Exchange Agreement requires that a
reverse stock split precede the completion of the Acquisition. The
reverse stock split is primarily because the NASDAQ Stock Market has indicated
that based on the Company’s lack of business operations, it is categorized as a
“public shell.” Based on this status, the post-acquisition entity
must meet the initial listing requirements of the NASDAQ Capital Market which
requires a minimum bid price of $4.00 per share. To assist the
post-acquisition entity in meeting this minimum bid requirement, the Company
will effect a reverse stock split of a ratio between 1:20 and 1:40 prior to the
consummation of the Acquisition.
In
addition, upon consummation of the Acquisition, the Company will file an Amended
and Restated Certificate of Incorporation to change its name to China Bio-Energy
Corp. to better reflect the post-acquisition entity’s business.
The
parties plan to complete the Acquisition as soon as reasonably practical,
provided that the conditions specified in the Share Exchange Agreement have been
satisfied or waived.
Item
7.01. Regulation
FD Disclosure.
On
November 17, 2010, the Company issued the press release attached hereto as
Exhibit 99.1.
Item
9.01. Financial
Statements and Exhibits.
(d)
Exhibits.
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Exhibit
No.
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Description
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10.1
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Share
Exchange Agreement dated November 12, 2010, by and among China INSOline
Corp., Ding Neng Holdings Limited and the shareholders of Ding Neng
Holdings Limited.
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| 99.1 |
Press
Release of the Company dated November 17,
2010.
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2
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.
Date:
November 17, 2010
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CHINA
INSONLINE CORP.
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By:
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/s/
Zhenyu Wang
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Name:
Zhenyu Wang
Title:
Chief Executive
Officer
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3