Attached files
| file | filename |
|---|---|
| EX-10.6 - China Energy CORP | v204575_ex10-6.htm |
| EX-10.2 - China Energy CORP | v204575_ex10-2.htm |
| EX-10.7 - China Energy CORP | v204575_ex10-7.htm |
| EX-10.5 - China Energy CORP | v204575_ex10-5.htm |
| EX-10.8 - China Energy CORP | v204575_ex10-8.htm |
| EX-10.3 - China Energy CORP | v204575_ex10-3.htm |
| EX-10.4 - China Energy CORP | v204575_ex10-4.htm |
| EX-10.1 - China Energy CORP | v204575_ex10-1.htm |
| EX-10.14 - China Energy CORP | v204575_ex10-14.htm |
| EX-10.12 - China Energy CORP | v204575_ex10-12.htm |
| EX-10.11 - China Energy CORP | v204575_ex10-11.htm |
| EX-10.13 - China Energy CORP | v204575_ex10-13.htm |
| EX-10.10 - China Energy CORP | v204575_ex10-10.htm |
| EX-10.9 - China Energy CORP | v204575_ex10-9.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 1934
Date of
Report (date of earliest event reported): November 30, 2010
CHINA
ENERGY CORPORATION
(Exact
name of registrant as specified in charter)
|
Nevada
|
000-52409
|
98-0522950
|
|
(State
of Incorporation)
|
(Commission
File No.)
|
(IRS
Employer
Identification
No.)
|
No.
57 Xinhua East Street
Hohhot,
Inner Mongolia, People’s Republic of China
(Address
Of Principal Executive Offices) (Zip Code)
+86-0471-466-8870
(Registrant’s
Telephone Number, Including Area Code)
(Former
Name or Former Address, is 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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR
240.14a-12(b))
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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.
China
Energy Corporation (the “Company”) has entered into a series of contractual
arrangements pursuant to which the control and the economic benefits and costs
of ownership of the two operating companies known as Inner Mongolia Tehong Coal
And Power Group Co., Ltd. (“Coal Group”), and Inner Mongolia Heat Power Co.,
Ltd. (“Heat Power,” and together with the Coal Group, the “Operating Companies”)
in the Peoples Republic of China (“PRC”) would flow directly to Beijing Tehong
Energy Technology Consulting Co., Ltd. (the “WFOE”), an indirect, wholly owned
subsidiary of the Company.
The
Company first entered into a Termination And Restructuring Agreement with the
Operating Companies, the WFOE, Pacific Projects Inc. (“PPI”) and the respective
stockholders of the Operating Companies (collectively, the “PRC Shareholders”)
dated November 30, 2010 pursuant to which the parties agreed (i) to terminate
the Trust Agreement dated as of December 31, 2007 under which the PRC
Shareholders agreed to hold their equity interests in the Operating Companies in
trust for PPI, (ii) to the merger of PPI into the Company and (iii) to enter
into Management and Control Agreements.
On
November 30, 2010, the WFOE entered into (i) an Exclusive Business Cooperation
Agreement with Coal Group, (ii) an Equity Interest Pledge Agreement and an
Exclusive Option Agreement with Coal Group and the stockholders of Coal Group
and (iii) a Power of Attorney, with each of the stockholders of the Coal
Group. The WFOE also entered into (i) an Exclusive Business
Cooperation Agreement with Heat Power, (ii) an Equity Interest Pledge Agreement
and an Exclusive Option Agreement with Heat Power and the stockholders of Heat
Power and (iii) a Power of Attorney with each of the stockholders of Heat
Power. The foregoing agreements are herein collectively referred to
as the “Management and Control Agreements.”
The
Management and Control Agreements described below allow the WFOE to exercise
control over, and derive all economic benefits from Coal Group and Heat
Power. Previously, our operating businesses were controlled pursuant
to a trust arrangement which has been terminated as part of the restructuring
described herein.
Exclusive Business
Cooperation Agreements.
Pursuant
to the Exclusive Business Cooperation Agreements, the WFOE provides technical
and consulting services related to the business operations of each of Coal Group
and Heat Power. In consideration for such services, each of Coal Group and Heat
Power has agreed to pay an annual service fee to the WFOE in an amount equal
100% of Coal Group and Heat Power’s annual net income,
respectively. Each Exclusive Business Cooperation Agreement has a
term of 10 years, which automatically renews unless terminated by the
WFOE. The WFOE may terminate the agreements at any time upon 30 days’
prior written notice to Coal Group or Heat Power, as the case may
be.
2
Exclusive Option
Agreements.
Pursuant
to the Exclusive Option Agreements, the WFOE has an exclusive option to
purchase, or to designate another qualified person to purchase, to the extent
permitted by PRC law and foreign investment policies, part or all of the equity
interests in each of the Coal Group and Heat Power held by the stockholders of
Coal Group and the stockholders of Heat Power, respectively. To the
extent permitted by the PRC laws, the purchase price for the entire equity
interest is RMB1.00 or the minimum amount required by PRC law or government
practice. Each of the exclusive option agreements has a term of 10 years, with
renewal for an additional 10 years at the option of the WFOE.
Powers of
Attorney. Each of the stockholders of the Coal
Group and Heat Power, respectively, executed a Power of Attorney that provides
the WFOE with the power to act as such stockholder’s exclusive agent with
respect to all matters related to such stockholder’s ownership interest in each
of Coal Group or Heat Power, respectively, including the right to attend
stockholders’ meetings and the right to vote, dispose or pledge such
shares.
Equity Interest Pledge
Agreements.
Pursuant
to such agreements, each of the stockholders of Coal and the Heat Power pledged
their shares in Heat Power and Coal Group, respectively, to the WFOE, to secure
the obligations of each of Coal Group and Heat Power under the Exclusive
Business Cooperation Agreements. In addition, the stockholders of
Coal Group and the Heat Power agreed not to transfer, sell, pledge, dispose of
or create any encumbrance on any equity interests in Coal Group or Heat Power
that would affect the WFOE’s interests. The Equity Interest Pledge Agreement
expire when Coal Group and Heat Power, respectively, fully perform their
obligations under the Exclusive Business Cooperation Agreements.
Termination of Trust
Arrangements.
Prior to
entering into the Management and Control Agreements, the Company controlled Coal
Group and Heat Power through a series of trust agreements which were terminated
contemporaneously with the execution of the Management and Control
Agreements. In connection with the termination of such trust
arrangements, ownership of 68% of the shares of the Company previously held by
Georgia Pacific Investments Inc. and Axim Holdings Ltd. was transferred to
Fortune Place Holdings Ltd. (“Fortune Place”).
Entrustment Agreement and
Share Option Agreement.
Ninghua
Xu, owner of 100% equity interests of Fortune Place, entered into an entrustment
agreement with WenXiang Ding, our Chief Executive Officer, pursuant to Mr. Ding
was entrusted to manage the Operating Companies and related entities as provided
in the agreement as the agent of Mr. Xu. The agreement also
appoints Mr. Ding as the exclusive agent with respect to all matters
concerning 100% of Mr. Xu’s equity interest in Fortune Place.
In
addition, Mr. Xu and Mr. Ding entered into a share option agreement pursuant to
which Mr. Ding has the option to purchase all of the shares of Fortune Place
from Mr. Xu upon the achievement of certain performance targets by the Operating
Companies and related entities.
Revised Corporate
Structure
As a
result of the entry into the foregoing agreements, and the termination of the
trust arrangements, we have a revised corporate structure which is set forth
below:
3
Item
1.02 Termination of a Material Definitive Agreement
The
information set forth in response to Item 1.01 is incorporated by reference
herein.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
Exhibit
No. Description
|
10.1
|
Exclusive
Business Cooperation Agreement by and between Beijing Tehong Energy
Technology Consulting Co., Ltd. and Inner Mongolia Tehong Coal Power Group
Co., Ltd., dated November 30, 2010.
|
|
10.2
|
Form
of Exclusive Option Agreement by and among Beijing Tehong Energy
Technology Consulting Co., Ltd., Inner Mongolia Tehong Coal Power Group
Co., Ltd. and each of WenXiang Ding, Yanhua Li, Yi Ding and Biao Ding,
dated November 30, 2010.
|
|
10.3
|
Form
of Equity Interest Pledge Agreement by and among
Beijing Tehong Energy Technology Consulting Co., Ltd., Inner Mongolia
Tehong Coal Power Group Co., Ltd. and each of WenXiang Ding, Yanhua Li, Yi
Ding and Biao Ding, dated November 30, 2010.
|
|
10.4
|
Form
of Power of Attorney by and between Beijing Tehong
Energy Technology Consulting Co., Ltd. and each of WenXiang Ding, Yanhua
Li, Yi Ding and Biao Ding, dated November 30, 2010.
|
|
10.5
|
Exclusive
Business Cooperation Agreement by and between Beijing Tehong Energy
Technology Consulting Co., Ltd. and Inner Mongolia Zhunger Heat Power Co.,
Ltd., dated November 30, 2010.
|
4
|
10.6
|
Form
of Exclusive Option Agreement by and among Beijing Tehong Energy
Technology Consulting Co., Ltd., Inner Mongolia Zhunger Heat Power Co.,
Ltd. and each of Ordos City YiYuan Investment Co., Ltd., and Inner
Mongolia Yiduoda Mining Co., Ltd., dated November 30,
2010.
|
|
10.7
|
Form
of Equity Interest Pledge Agreement by and among
Beijing Tehong Energy Technology Consulting Co., Ltd., Inner Mongolia
Zhunger Heat Power Co., Ltd. and each of Ordos City YiYuan Investment Co.,
Ltd., Inner Mongolia Yiduoda Mining Co., Ltd., dated November 30,
2010.
|
|
10.8
|
Form
of Power of Attorney by and between Beijing Tehong
Energy Technology Consulting Co., Ltd. and each of Ordos City YiYuan
Investment Co., Ltd., Inner Mongolia Yiduoda Mining Co., Ltd., dated
November 30, 2010.
|
|
10.9
|
Termination
and Restructuring Agreement by and among the Company, Inner Mongolia
Tehong Coal And Power Group Co., Ltd., Inner Mongolia Heat Power Co.,
Ltd., the Beijing Tehong Energy Technology Consulting Co., Ltd., Pacific
Projects Inc. and the respective stockholders of Inner Mongolia Tehong
Coal And Power Group Co., Ltd., and Inner Mongolia Heat Power Co., Ltd.,
dated November 30, 2010.
|
|
10.10
|
Termination
and Transfer Agreement by and between Georgia Pacific Investments Inc.,
Wenxiang Ding, Yanhua Li, Fortune Place Holdings Limited, and Ninghua Xu
dated November 30, 2010.
|
|
10.11
|
Termination
and Transfer Agreement among Axim Holdings Ltd., Yi Ding, Biao Ding,
Fortune Place Holdings Limited, and Ninghua Xu dated as of November 30,
2010.
|
|
10.12
|
Termination
Agreement among the Company, Georgia Pacific Investments Inc. and Axim
Holdings Ltd. dated as of November 30, 2010 .
|
| 10.13 |
Entrustment
Agreement between Wenxiang Ding and Ninghua Xu dated
November
30, 2010.
|
| 10.14 |
Share
Option Agreement between Wenxiang Ding and Ninghua Xu dated November
30, 2010.
|
5
SIGNATURE
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.
|
Dated: December
6, 2010
|
CHINA ENERGY
CORPORATION.
|
||
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|
By:
|
/s/ WenXiang Ding | |
| Name: WenXiang Ding | |||
| Title: President and CEO | |||
6
EXHIBIT
INDEX
|
Exhibit
No.
|
Description
|
|
10.1
|
Exclusive
Business Cooperation Agreement by and between Beijing Tehong Energy
Technology Consulting Co., Ltd. and Inner Mongolia Tehong Coal Power Group
Co., Ltd., dated November 30, 2010.
|
|
10.2
|
Form
of Exclusive Option Agreement by and among Beijing Tehong Energy
Technology Consulting Co., Ltd., Inner Mongolia Tehong Coal Power Group
Co., Ltd. and each of WenXiang Ding, Yanhua Li, Yi Ding and Biao Ding,
dated November 30, 2010.
|
|
10.3
|
Form
of Equity Interest Pledge Agreement by and among
Beijing Tehong Energy Technology Consulting Co., Ltd., Inner Mongolia
Tehong Coal Power Group Co., Ltd. and each of WenXiang Ding, Yanhua Li, Yi
Ding and Biao Ding, dated November 30, 2010.
|
|
10.4
|
Form
of Power of Attorney by and between Beijing Tehong
Energy Technology Consulting Co., Ltd. and each of WenXiang Ding, Yanhua
Li, Yi Ding and Biao Ding, dated November 30, 2010.
|
|
10.5
|
Exclusive
Business Cooperation Agreement by and between Beijing Tehong Energy
Technology Consulting Co., Ltd. and Inner Mongolia Zhunger Heat Power Co.,
Ltd., dated November 30, 2010.
|
|
10.6
|
Form
of Exclusive Option Agreement by and among Beijing Tehong Energy
Technology Consulting Co., Ltd., Inner Mongolia Zhunger Heat Power Co.,
Ltd. and each of Ordos City YiYuan Investment Co., Ltd., and Inner
Mongolia Yiduoda Mining Co., Ltd., dated November 30,
2010.
|
|
10.7
|
Form
of Equity Interest Pledge Agreement by and among
Beijing Tehong Energy Technology Consulting Co., Ltd., Inner Mongolia
Zhunger Heat Power Co., Ltd. and each of Ordos City YiYuan Investment Co.,
Ltd., Inner Mongolia Yiduoda Mining Co., Ltd., dated November 30,
2010.
|
|
10.8
|
Form
of Power of Attorney by and between Beijing Tehong
Energy Technology Consulting Co., Ltd. and each of Ordos City YiYuan
Investment Co., Ltd., Inner Mongolia Yiduoda Mining Co., Ltd., dated
November 30, 2010.
|
|
10.9
|
Termination
and Restructuring Agreement by and among the Company, Inner Mongolia
Tehong Coal And Power Group Co., Ltd., Inner Mongolia Heat Power Co.,
Ltd., the Beijing Tehong Energy Technology Consulting Co., Ltd., Pacific
Projects Inc. and the respective stockholders of Inner Mongolia Tehong
Coal And Power Group Co., Ltd., and Inner Mongolia Heat Power Co., Ltd.,
dated November 30, 2010.
|
|
10.10
|
Termination
and Transfer Agreement by and between Georgia Pacific Investments Inc.,
Wenxiang Ding, Yanhua Li, Fortune Place Holdings Limited, and Ninghua Xu
dated November 30, 2010.
|
|
10.11
|
Termination
and Transfer Agreement among Axim Holdings Ltd., Yi Ding, Biao Ding,
Fortune Place Holdings Limited, and Ninghua Xu dated as of November 30,
2010.
|
|
10.12
|
Termination
Agreement among the Company, Georgia Pacific Investments Inc. and Axim
Holdings Ltd. dated as of November 30, 2010 .
|
| 10.13 |
Entrustment
Agreement between Wenxiang Ding and Ninghua Xu dated
November
30, 2010.
|
| 10.14 |
Share
Option Agreement between Wenxiang Ding and Ninghua Xu dated November
30, 2010.
|
7