Attached files
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EX-10.1 - CHINA SHEN ZHOU MINING & RESOURCES, INC. | v208170_ex10-1.htm |
EX-99.1 - CHINA SHEN ZHOU MINING & RESOURCES, INC. | v208170_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): January 14, 2011 (January 13,
2011)
CHINA
SHEN ZHOU MINING & RESOURCES, INC .
(Exact
name of registrant as specified in its charter)
Nevada
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001-33929
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87-0430816
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(State
of Incorporation)
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(Commission
File No.)
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(IRS
Employer ID Number)
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No. 166 Fushi Road Zeyang
Tower, Shijingshan District, Beijing, China 100043
(Address
of principal executive offices)
86-010-8890-6927
(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):
¨
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Written communications pursuant
to Rule 425 under the Securities Act (17CFR
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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Item 1.01 Entry into a Material Definitive
Agreement.
On
January 13, 2011, China Shen Zhou Mining & Resources, Inc. (the “Company”),
through its subsidiary Xingzhen Mining Ltd. (“Xingzhen”), entered into an equity
transfer agreement (the “Agreement”) to acquire 55% of the equity interests (the
“Equity”) of Xinyi Fluorite Company Ltd. (“Xinyi”), a company based in Jingde
County, Anhui Province, China. Xinyi’s primary business and assets relate to the
mining of fluorite.
Pursuant
to the Agreement, the Company will acquire the Equity from the three original
shareholders (Jia Xiangfu, a Chinese citizen, Yu Wuqiang, a Chinese citizen, and
Chen Qiaolin, a Chinese citizen) of Xinyi for total consideration in the amount
of RMB 65 million (approximately US$ 9.85 million) (the “Purchase Price”). The
Purchase Price will comprise RMB 50 million (approximately US$ 7.58 million) of
the Company’s common stock and RMB 15 million (approximately US$ 2.27 million)
in cash. Also, two additional investors (Min Yong, a Chinese citizen, and Wang
Changman, a Chinese citizen, hereinafter collectively referred to as the “Other
Investors”) will acquire 15% of the equity interests of Xinyi under the terms of
the Agreement.
Pursuant
to the Agreement, Xingzhen and the Other Investors also agreed to pay an
additional RMB 28 million (approximately US$ 4.24 million) to Xinyi, an
amount which includes RMB 20 million (US$ 3.03 million) for the renovation of
Xinyi’s mining facilities.
A copy of
the Agreement (translated from its original Chinese) is attached hereto as
Exhibit 10.1 and incorporated by reference herein.
Item 2.01 Completion of Acquisition or
Disposition of Assets.
On January 13, 2011, the Company
completed the acquisition of the Equity in Xinyi pursuant to the
Agreement described in Item 1.01 of this Current Report on Form 8-K and as such
the information set forth in Item 1.01 of this Current Report is incorporated by
reference into this Item 2.01.
Item
8.01 Other Events.
On
January 13, 2011, the Company issued a press release announcing the transaction
described in Item 1.01 of this current report. The Company’s press release is
filed as Exhibit 99.1 to this Current Report and is incorporated herein by
reference.
Item 9.01 Financial Statements and
Exhibits.
(a)
Financial Statements of Business Acquired
The
financial statements required by Item 9.01(a) are not being filed herewith. The
information required by Item 9.01(a) will be filed with the Securities and
Exchange Commission (the “SEC”) by amendment to this Current Report on Form 8-K
no later than 71 days after the date on which this Current Report on Form 8-K is
required to be filed.
(b) Pro
Forma Financial Information
The pro
forma financial statements required by Item 9.01(b) are not being furnished
herewith. The information required by Item 9.01(b) will be furnished with the
SEC by amendment to this Current Report on Form 8-K no later than 71 days after
the date on which this Current Report on Form 8-K is required to be
filed.
(d)
Exhibits
10.1
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Equity
Transfer Agreement, dated January 13, 2011 (translation from original
Chinese)
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99.1
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Press
Release, dated January 13, 2011
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has caused this report to be signed on its behalf by the undersigned,
hereunto duly authorized.
China
Shen Zhou Mining & Resources, Inc.
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Date:
January 14, 2011
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By:
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/s/ Xiaojing Yu
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Xiaojing
Yu,
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Chief
Executive Officer
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