Attached files
| file | filename |
|---|---|
| EX-10.2 - CHINA ELECTRIC MOTOR, INC. | v204064_ex10-2.htm |
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
November
24, 2010
Date of
report (date of earliest event reported)
CHINA
ELECTRIC MOTOR, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-53017
|
26-1357787
|
|
(State
or other jurisdiction
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
|
of
incorporation)
|
Sunna
Motor Industry Park, Jian’an, Fuyong Hi-Tech Park, Baoan District, Shenzhen,
Guangdong, 518103
People’s
Republic of China
(Address
of principal executive offices)
86-755-8149
9969
(Registrant’s
telephone number, including area code)
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):
¨ 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 CFR 240.14a-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
240.13e-4(c))
Item 1.01 Entry
into a Material Definitive Agreement
Reference is made to the Current Report
on Form 8-K filed by China Electric Motor, Inc. (the “Company”) on November 9,
2010 with regard to the Asset and Business Purchase Agreement (the “Original
Agreement”) entered into by and among Ningbo Heng Bang Long Electrical Equipment
Co., Ltd. (“Ningbo Electrical”), an indirect wholly-owned entity of the Company,
Ningbo Bang Shi Da Electrical Equipment Co., Ltd. (the “Seller”) and Fan Wenda
(the “Guarantor” and, together with Ningbo Electrical and the Seller, the
“Parties”).
On November 24, 2010, the Parties
entered into a Supplemental Agreement (the “Supplemental Agreement”) to the
Original Agreement, pursuant to which the Parties agreed to decrease the
Consideration (as defined in the Original Agreement) for the assets and business
purchased under the Original Agreement to RMB 44,498,127.85 (or approximately
US$6.7 million, based on the exchange rate as of November 24, 2010) from RMB
49,322,100 (or approximately US$7.4 million, based on the exchange rate as of
November 6, 2010) (the “Adjustment”), according to Article 9 of the Original
Agreement.
The foregoing description of the
Adjustment and related documents does not purport to be complete and is
qualified in its entirety by reference to the complete copies of the Original
Agreement and the Supplemental Agreement, which are attached hereto as Exhibit
10.1 and Exhibit 10.2, respectively, and incorporated herein by
reference.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit No.
|
Description
|
|
|
10.1
|
Asset
and Business Purchase Agreement, dated as of November 6, 2010, by and
among Ningbo Heng Bang Long Electrical Equipment Co., Ltd., Ningbo Bang
Shi Da Electrical Equipment Co., Ltd. and Fan Wenda (incorporated by
reference to the Company’s Current Report on Form 8-K filed on November 9,
2010).
|
|
|
10.2
|
|
Supplemental
Agreement to Asset and Business Purchase Agreement, dated as of November
24, 2010, by and among Ningbo Heng Bang Long Electrical Equipment Co.,
Ltd., Ningbo Bang Shi Da Electrical Equipment Co., Ltd. and Fan
Wenda.
|
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.
|
CHINA
ELECTRIC MOTOR, INC.
|
|||
|
Dated:
November 29, 2010
|
By:
|
/s/ Yue Wang
|
|
|
Yue
Wang
|
|||
|
Chief
Executive Officer
|
|||
INDEX
TO EXHIBITS
|
Exhibit No.
|
Description
|
|
|
10.1
|
Asset
and Business Purchase Agreement, dated as of November 6, 2010, by and
among Ningbo Heng Bang Long Electrical Equipment Co., Ltd., Ningbo Bang
Shi Da Electrical Equipment Co., Ltd. and Fan Wenda (incorporated by
reference to the Company’s Current Report on Form 8-K filed on November 9,
2010).
|
|
|
10.2
|
|
Supplemental
Agreement to Asset and Business Purchase Agreement, dated as of November
24, 2010, by and among Ningbo Heng Bang Long Electrical Equipment Co.,
Ltd., Ningbo Bang Shi Da Electrical Equipment Co., Ltd. and Fan
Wenda.
|