Attached files
| file | filename |
|---|---|
| EX-10.4 - China Integrated Energy, Inc. | v206239_ex10-4.htm |
| EX-10.1 - China Integrated Energy, Inc. | v206239_ex10-1.htm |
| EX-10.5 - China Integrated Energy, Inc. | v206239_ex10-5.htm |
| EX-10.3 - China Integrated Energy, Inc. | v206239_ex10-3.htm |
| EX-10.2 - China Integrated Energy, Inc. | v206239_ex10-2.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 25,
2010
China Integrated Energy,
Inc.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-34390
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65-0854589
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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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Dongxin
Century Square, 7th
Floor
Hi-Tech
Development District
Xi’an,
Shaanxi Province, People’s Republic of China
710043
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(Address
of Principal Executive Offices and Zip
Code)
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Registrant’s
telephone number, including area code: 86-29 8268
3920
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(Former
Name or Former Address, if Changed Since Last
Report)
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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))
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Item
2.03
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Creation
of a Direct Financial Obligation.
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On
October 28, 2010, Xi’an Baorun Industrial Development Co., Ltd. (“Xi’an Baorun
Industrial”), the variable interest entity and deemed subsidiary
through certain contractual relationships of China Integrated Energy, Inc. (the
“Company”), entered into a loan agreement with Communications Bank Holdings Co.,
Ltd., Shaanxi Branch (the “Lender”), whereby the Lender provided a working
capital loan to Xi’an Baorun Industrial in the amount of RMB40,000,000,
approximately US$6,000,000, which loan matures on October 28,
2011. The loan bears a per annum interest rate of the base rate
floating upward by 10% and is guaranteed by two guarantee corporations pursuant
to separate guarantee agreements entered into between the guarantee corporations
and the Lender. In connection with the loan, Xi’an Baorun Industrial
pledged certain of its properties to the guarantee corporations as security for
the loan pursuant to two separate pledge agreements. Pursuant to the
first pledge agreement, Xi’an Baorun Industrial pledged 4,000 tons of gasoline
to the guarantee corporations. Under the terms of the pledge, in the event the
gasoline’s total value decreases to under RMB24,000,000, approximately
US$3,589,000, the guarantee corporations are entitled to require Xi’an Baorun
Industrial to either make a matching repayment of the loan to the Lender or
provide additional security (for example, by increasing the volume of gasoline
pledged) to account for the difference. Pursuant to the second pledge
agreement, Xi’an Baorun Industrial pledged its biodiesel production line located
in Xiaochuanbao, Tongchuan to Xi’an Economic Technology Investment Guarantee
Company, one of the two guarantee corporations.
The
Lender has the right to accelerate payment under the loan under certain
circumstances, including, among other things, if (i) Xi’an Baorun Industrial’s
representations and warranties are not true; (ii) Xi’an Baorun Industrial is in
breach of the loan agreement; (iii) the Lender believes, based on Xi’an Baorun
Industrial’s situation of capital return, that Xi’an Baorun Industrial should
repay the loan ahead of schedule; (iv) changes in regulatory policies cause the
extension of the loan by the Lender to be non-compliant; (v) Xi’an Baorun
Industrial has committed an act of breach during the performance of other
contracts with the Lender or with a third party and the debts thereunder are
likely to be, or have already been, declared due in advance; (vi) the loan is
used for any purpose other than to purchase gasoline; and (vii) any funds flow
under the loan is not directly administered by the Lender. Upon the
occurrence of any of these events, the Lender has the right to unilaterally
declare the principal amount of the loan due in advance and demand the Borrower
to repay all principal and accrued interest under the loan.
A copy of
the loan agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K
and is incorporated herein by reference. The foregoing summary of the terms of
the loan agreement is subject to, and qualified in its entirety by, such
agreement.
Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
October 22, 2010, the Board of Directors of the Company approved employment
agreements with Mr. Xincheng Gao, the Company’s chairman, and Ms. Gaihong Li,
the Company's executive vice president.
Employment
Agreement with Mr. Xincheng Gao
Xi’an
Baorun Industrial entered into an employment agreement with Mr. Xincheng Gao to
employ him as its chairman, effective as of October 25, 2010. The agreement will
expire on October 24, 2013, and may be renewed for an additional term of three
years. Mr. Gao is entitled to a base monthly salary in an amount of RMB70,000,
approximately US$10,500. Xi’an Baorun Industrial also pays premiums for Mr. Gao
for pension, unemployment, medical insurance and other social insurance coverage
in accordance with relevant PRC laws and regulations. Xi’an Baorun Industrial
has a right to adjust the salary and welfare benefits of Mr. Gao appropriately
based on his capability, experience, attitude, performance, achievement,
employment history with the Company, and position as well as its salary and
position adjustment policies and business conditions. Either party to the
agreement has a right to terminate the agreement, subject to the terms and
conditions therein. In connection with the agreement, Mr. Gao also executed a
confidentiality and non-competition agreement. In the event of a major change in
objective circumstances, which includes the merger of Xi’an Baorun Industrial
into another business entity, or the sale, or transfer by Xi’an Baorun
Industrial of a substantial portion of its assets to others, Xi’an Baorun
Industrial may terminate this agreement by giving a 30-day notice, or giving one
month’s salary in lieu of a notice, if the parties cannot agree to a
modification of terms of the agreement.
2
Employment
Agreement with Ms. Gaihong Li
Xi’an
Baorun Industrial entered into an employment agreement with Ms. Gaihong Li to
employ her as its executive vice president and financial controller, effective
as of October 25, 2010. The current term of the agreement will expire on October
24, 2013, and may be renewed for an additional term of three years. Ms. Li
receives a base monthly salary in an amount RMB50,000, approximately US$7,500.
Xi’an Baorun Industrial also pays premiums for Ms. Li for pension, unemployment,
medical insurance and other social insurance coverage in accordance with
relevant PRC laws and regulations. Xi’an Baorun Industrial has a right to adjust
the salary and welfare benefits of Ms. Li appropriately based on her capability,
experience, attitude, performance, achievement, employment history with the
Company and position as well as its salary and position adjustment policies and
business conditions. Either party to the agreement has a right to terminate the
agreement, subject to the terms and conditions therein. In connection with the
agreement, Ms. Li also executed a confidentiality and non-competition agreement.
In the event of a major change in objective circumstances, which includes the
merger of Xi’an Baorun Industrial into another business entity, or the sale, or
transfer by Xi’an Baorun Industrial of a substantial portion of its assets to
others, Xi’an Baorun Industrial may terminate this agreement by giving a 30-day
notice or giving one month’s salary in lieu of a notice, if the parties cannot
agree to a modification of terms of the agreement.
Copies of
the employment agreements and the confidentiality and non-competition agreements
for Mr. Xincheng Gao and Ms. Gaihong Li are filed as Exhibits 10.2, 10.3, 10.4
and 10.5 to this Current Report on Form 8-K and are incorporated herein by
reference. The foregoing summaries of the terms of the employment
agreements and the confidentiality and non-competition agreement are subject to,
and qualified in their entirety by, such agreements.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits:
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No.
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Description
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10.1
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Loan
Agreement with Communications Bank Holdings
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10.2
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Employment
Agreement of Mr. Xincheng Gao
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10.3
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Confidentiality
and Non-Competition Agreement of Mr. Xincheng Gao
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10.4
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Employment
Agreement of Ms. Gaihong Li
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10.5
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Confidentiality
and Non-Competition Agreement of Ms. Gaihong
Li
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3
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.
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Dated: December
23, 2010
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China
Integrated Energy, Inc.
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By:
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/s/ Xincheng Gao | |
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Name:
Xincheng Gao
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Title: Chief
Executive Officer and
President
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