Attached files
| file | filename |
|---|---|
| EX-10.2 - DBUB GROUP, INC | v208559_ex10-2.htm |
| EX-10.1 - DBUB GROUP, INC | v208559_ex10-1.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 17, 2011
China 3C
Group
(Exact
Name of Registrant as Specified in Charter)
Nevada
(State or
Other Jurisdiction of Incorporation)
|
000-28767
(Commission
File Number)
|
88-0403070
(IRS
Employer Identification No.)
|
368
HuShu Nan Road
HangZhou
City, Zhejiang Province, China
(Address
of Principal Executive Offices) (Zip Code)
086-0571-88381700
(Registrant’s
telephone number, including area code)
(Former
Name and 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 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 under the Exchange Act (17 CFR
240.14a-12)
|
|
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.
On
January 17, 2011, the subsidiary of China 3C Group (the “Company”), Zhejiang
Yong Xing Digital Technology Co. Ltd. (“Zhejiang”) entered into a Registered
Trademark Transfer Agreement (the “Transfer Agreement”) with Hangzhou Letu
Digital Products Trade Co., Ltd. (“Hangzhou”), a PRC company, pursuant to which
Hangzhou transferred to Zhejiang its registered trademark,
“Lotour.” The registered term of the trademark expires on July 6,
2020. The total consideration for the purchase of the trademark is
RMB 2,280,000 (or approximately $345,600), which shall be paid to Hangzhou in
the form of 1.08 million shares of the Company’s common stock, using a price of
$0.32 per share. Zhejiang’s payment is required to be made within one
month after January 17, 2011, the day the Transfer Agreement became
effective. Pursuant
to the terms of the Transfer Agreement, Hangzhou entrusted its legal
representative, Weiping Wang, to act as the beneficiary, to hold such shares on
its behalf and deliver all future investment proceeds to be received from such
shares (including cash dividend, bonus or other forms of distribution of
proceeds) to Hangzhou.
The
description of the Transfer Agreement is not complete and is qualified in its
entirety by reference to the full text of the Transfer Agreement, a copy of
which is filed herewith as Exhibit 10.1 and is incorporated by reference into
this Item 1.01.
On
January 20, 2011, Zhejiang entered into a Design and Development Engagement
Agreement (the “Development Agreement”) with Shenzhen Kangdewei Electronics Co.,
Ltd. (“Kangdewei”), a PRC company, pursuant to which Zhejiang engaged Kangdewei
to design and develop an electronic book product under the brand name
“Lotour.” Kangdewei is required to provide Zhejiang with 100 sets of
the electronic book prototype for Zhejiang to inspect and test the
market.
The total
consideration for the design and development of the electronic book
product is RMB 3,160,000 (or approximately $480,000), which shall be
paid to Kangdewei in the form of 1.6 million shares of the Company’s common
stock, using a price of $0.30 per share. Zhejiang’s payment is
required to be made upon the delivery of the 100 sets of the electronic book
prototype. Pursuant
to the terms of the Development Agreement, Kangdewei entrusted Yong Lian to act
as the beneficiary, hold such shares on its behalf and deliver all future
investment proceeds to be received from such shares (including cash dividend,
bonus or other forms of distribution of proceeds) to Kangdewei. The term
of the Development Agreement is from January 20, 2011 to July 19,
2011.
The
description of the Development Agreement is not complete and is qualified in its
entirety by reference to the full text of the Development Agreement, a copy of
which is filed herewith as Exhibit 10.2 and is incorporated by reference into
this Item 1.01.
Item
3.02. Unregistered Sales of Equity Securities.
The
information contained in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 3.02.
The
issuance of the 1,080,000 shares of the Company’s common stock to Hangzhou
pursuant to the Transfer Agreement and the issuance of the 1,600,000 shares of
the Company’s common stock to Kangdewei pursuant to the Development Agreement
were exempt from the registration requirements of the Securities Act of 1933, as
amended (the “Act”) pursuant to Regulation S under the Act due to the fact that
neither offering of shares was made in the United States and that neither
Kangdewei nor Hangzhou is a “U.S. Person” (as defined in the
Act).
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit
No.
|
Description
|
|
10.1
|
Registered
Trademark Transfer Agreement dated January 17, 2011 by and between
Zhejiang Yong Xing Digital Technology Co. Ltd. and Hangzhou Letu Digital
Products Trade Co., Ltd. †
|
|
10.2
|
Design
and Development Engagement Agreement dated January 20, 2011 by and between
Zhejiang Yong Xing Digital Technology Co. Ltd. and Shenzhen Kangdewei
Electronics Co., Ltd. †
|
† English
translation
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 3C GROUP | |||
|
|
By:
|
/s/ Zhenggang Wang | |
| Name: Zhenggang Wang | |||
| Title: Chief Executive Officer | |||
Dated:
January 20, 2011
EXHIBIT
INDEX
|
Exhibit
No.
|
Description
|
|
10.1
|
Registered
Trademark Transfer Agreement dated January 17, 2011 by and between
Zhejiang Yong Xing Digital Technology Co. Ltd. and Hangzhou Letu Digital
Products Trade Co., Ltd. †
|
|
10.2
|
Design
and Development Engagement Agreement dated January 20, 2011 by and between
Zhejiang Yong Xing Digital Technology Co. Ltd. and Shenzhen Kangdewei
Electronics Co., Ltd. †
|
† English
translation