Attached files
| file | filename |
|---|---|
| EX-10.2 - China Housing & Land Development, Inc. | v210050_ex10-2.htm |
| EX-10.8 - China Housing & Land Development, Inc. | v210050_ex10-8.htm |
| EX-10.6 - China Housing & Land Development, Inc. | v210050_ex10-6.htm |
| EX-10.9 - China Housing & Land Development, Inc. | v210050_ex10-9.htm |
| EX-10.3 - China Housing & Land Development, Inc. | v210050_ex10-3.htm |
| EX-10.4 - China Housing & Land Development, Inc. | v210050_ex10-4.htm |
| EX-10.7 - China Housing & Land Development, Inc. | v210050_ex10-7.htm |
| EX-10.1 - China Housing & Land Development, Inc. | v210050_ex10-1.htm |
| EX-10.5 - China Housing & Land Development, Inc. | v210050_ex10-5.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): February 4, 2011 (January 31,
2011)
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CHINA
HOUSING & LAND DEVELOPMENT, INC.
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(Exact
name of registrant as specified in its
charter)
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Nevada
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000-51429
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20-1334845
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification
Number)
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6
Youyi Dong Lu, Han Yuan 4 Lou
Xi'An,
Shaanxi Province
China
710054
(Address
of principal executive offices) (zip code)
86-029-82582632
(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 A2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR230.425)
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o
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Soliciting
material pursuant to Rule 14-a-12 under the Exchange Act (17
CFR240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CPR240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the, Exchange Act (17
CFR240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement
On January 31, 2011, Xi’an Xinxing Real
Estate Development Co., Ltd, (the “Borrower”), a wholly-owned Chinese subsidiary
of Wayfast Holdings Limited (“Wayfast”), which is a wholly-owned British Virgin
Islands subsidiary of China Housing and Land Development, Inc. (the “Company”),
entered into a Project Finance Agreement (the “PFA”) with Tianjin Cube Xindao
Equity Investment Fund Partnership, Tianjin Cube Xinde Equity Investment Fund
Partnership, Tianjin Cube Xinren Equity Investment Fund Partnership, and Tianjin
Cube Xinyi Equity Investment Fund Partnership (the “Lenders” or the
“Pledgees”).
Under the PFA, the Lenders have agreed
to lend the Borrower two hundred million (200,000,000) Renminbi (“RMB”) or
approximately US$ 30.3 million (using an exchange rate of RMB 6.6 = US$ 1) (the
“Obligation”). In order to enable the Lenders to loan the Obligation
to the Borrower an entrustment structure is being used under which China
Construction Bank Co., Ltd. (“CCB”) acts as an intermediary for the flow of
funds from the Lenders to the Borrower. As such, the Borrower,
each of the Lenders and CCB entered into four separate entrustment loan
agreements, each dated January 31, 2011 to establish the entrustment structure
(the “Side Agreements”, together with the PFA the “Loan
Agreements”).
The term of the Obligation is one year
and the interest rate on the Obligation is 9.6% per annum. The interest rate is
subject to increase in the event of late payments by the
Borrower. The term of the Obligation may be extended by six months in
the sole discretion of the Lenders. The Borrower is also subject to
certain penalties should the Borrower seek to repay the Obligation during the
first nine months following the execution of the Loan Agreements.
Furthermore, upon the occurrence of certain events of default the Lenders may
accelerate repayment of the Obligation.
In connection with the Loan
Agreements, the Company (as “Pledgor”) entered into that certain Equity Pledge
Agreement (the “Pledge Agreement”) dated January 31, 2011 with the
Pledgees. Under the Pledge Agreement, the Company granted the
Pledgees a first-lien security interest in the Company’s 100% equity interest in
Wayfast (the “Pledge” or the “Lien”). The Pledge secures all payments
of principal and interest as well as all other performance by the Borrower in
connection with the Loan Agreement and all performance required of the Company
under the Pledge Agreement (the “Liabilities”). The Lien created
under the Pledge Agreement shall remain effective until final payment in full
and in cash of the Liabilities.
If an event of default occurs with
respect to the Loan Agreements, the Pledgees shall have such powers of sale and
other powers as may be conferred by any applicable law with respect to the
Pledge, or such power to take any action which the Pledgees deem necessary to
effectuate performance under the Pledge Agreement, including collecting
dividends or other distributions of capital due to the Company from Wayfast or
transferring the Company’s interest in Wayfast from the Company to the
Pledgees.
Also in connection with the Loan
Agreements, the Company (as “Guarantor”) entered into that certain Guarantee
Agreement (the “Guarantee Agreement”) dated January 31, 2011 with the
Lenders. Under the Guarantee Agreement, the Company, in return for
financial support from the Borrower, unconditionally guarantees repayment of the
Obligation (the “Guarantee”). The Guarantee created under the
Guarantee Agreement shall remain effective until full payment of the Obligation
has accured.
Furthermore, as a requirement of the
Loan Agreements, Wayfast (as “Chargor”) was made to enter into that certain
Share Charge Deed (the “Share Charge”) dated as of January 31, 2011 with the
Lenders. Under the Share Charge, the Chargor charges and assigns the
Chargor’s interest in the shares of Clever Advance Limited (“CAL”), a Hong Kong
entity (the “Charge”) as a guarantee of the Chargor’s performance under the Loan
Agreements. The Charge shall be released upon full payment of the
Obligation. In an event of default, the Lenders may be entitled to
payment of dividends or payments otherwise owed to the Chargor by way of
Chargor’s interest in CAL.
On January 31, 2011, the Borrower also
entered into a Financial Consultant Agreement (the “FCA”) with the Lenders under
which the Lenders provide services related to the Obligation in exchange for
certain annual fees as well as fees paid quarterly based upon the outstanding
amounts of the Obligation. Under the FCA, should the Borrower desire
to extend the term of the Obligation, the Lenders have agreed, in their sole
discretion, to enable that event in exchange for additional fees.
The foregoing description of the
Guarantee Agreement, the Pledge Agreement, the Share Charge, the FCA and the
Loan Agreements do not purport to be complete and are subject to, and qualified
in their entirety by, reference to the Pledge Agreement filed as Exhibit
10.1, the Guarantee Agreement filed as Exhibit 10.2, the Share Charge filed as
Exhibit 10.3, the FCA filed as Exhibit 10.4, and the Loan Agreements
filed as Exhibits 10.5 to 10.9 to this report, which are incorporated herein by
reference.
2
Item
2.03 Creation of
a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant
The information set forth above under
Item 1.01 is hereby incorporated by reference into this
Item 2.03.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
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Exhibit
Number
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Description
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10.1
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Equity
Pledge Agreement, dated January 31, 2011 by and among China Housing and
Land Development, Inc. (as Pledgor), the wholly-owned China-incorporated
subsidiary of the Company, Tsining Housing Development Co., Ltd. (as
Obligor), and Tianjin Cube Xindao Equity Investment Fund Partnership,
Tianjin Cube Xinde Equity Investment Fund Partnership, Tianjin Cube Xinren
Equity Investment Fund Partnership, and Tianjin Cube Xinyi Equity
Investment Fund Partnership (collectively, as Pledgees)
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10.2
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Guarantee
Agreement, dated January 31, 2011 by and among China Housing and Land
Development, Inc. (as Guarantor), the wholly-owned China-incorporated
subsidiary of the Company, Tsining Housing Development Co., Ltd. (as
Obligor), and Tianjin Cube Xindao Equity Investment Fund Partnership,
Tianjin Cube Xinde Equity Investment Fund Partnership, Tianjin Cube Xinren
Equity Investment Fund Partnership, and Tianjin Cube Xinyi Equity
Investment Fund Partnership (collectively, as Lenders)
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10.3
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Share
Charge Deed, dated January 31, 2011 by and among Wayfast Holdings Limited
(as Chargor) and Tianjin Cube Xindao Equity Investment Fund Partnership,
Tianjin Cube Xinde Equity Investment Fund Partnership, Tianjin Cube Xinren
Equity Investment Fund Partnership, and Tianjin Cube Xinyi Equity
Investment Fund Partnership (collectively, as Lenders)
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10.4
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Financial
Consultant Agreement, dated January 31, 2011 by and between Xi’an
Xinxing Real Estate Development Co., Ltd, a China-incorporated subsidiary
of Wayfast Holdings Limited (as Party A) and Tianjin Cube Xindao Equity
Investment Fund Partnership, Tianjin Cube Xinde Equity Investment Fund
Partnership, Tianjin Cube Xinren Equity Investment Fund Partnership, and
Tianjin Cube Xinyi Equity Investment Fund Partnership (collectively, as
Party B)
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10.5
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Entrustment
Loan Agreement, dated January 31, 2011 by and among Xi’an Xinxing Real
Estate Development Co., Ltd, a China-incorporated subsidiary of Wayfast
Holdings Limited (as Borrower), Tianjin Cube Xindao Equity Investment Fund
Partnership (as Lender), and China Construction Bank Co., Ltd. (Shaanxi
Branch) (as Agent) (translation from original Chinese)
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10.6
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Entrustment
Loan Agreement, dated January 31, 2011 by and among Xi’an Xinxing Real
Estate Development Co., Ltd, a China-incorporated subsidiary of Wayfast
Holdings Limited (as Borrower), Tianjin Cube Xinde Equity Investment Fund
Partnership, and China Construction Bank Co., Ltd. (Shaanxi Branch) (as
Agent) (translation from original Chinese)
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10.7
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Entrustment
Loan Agreement, dated January 31, 2011 by and among Xi’an Xinxing Real
Estate Development Co., Ltd, a China-incorporated subsidiary of Wayfast
Holdings Limited (as Borrower), Tianjin Cube Xinren Equity Investment Fund
Partnership (as Lender), and China Construction Bank Co., Ltd. (Shaanxi
Branch) (as Agent) (translation from original Chinese)
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10.8
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Entrustment
Loan Agreement, dated January 31, 2011 by and among Xi’an Xinxing Real
Estate Development Co., Ltd, a China-incorporated subsidiary of Wayfast
Holdings Limited (as Borrower), Tianjin Cube Xinyi Equity Investment Fund
Partnership (as Lender), and China Construction Bank Co., Ltd. (Shaanxi
Branch) (as Agent) (translation from original Chinese)
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10.9
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Project
Financing Agreement, dated January 31, 2011 by and among Xi’an Xinxing
Real Estate Development Co., Ltd, a China-incorporated subsidiary of
Wayfast Holdings Limited (as Borrower) and Tianjin Cube Xindao Equity
Investment Fund Partnership, Tianjin Cube Xinde Equity Investment Fund
Partnership, Tianjin Cube Xinren Equity Investment Fund Partnership, and
Tianjin Cube Xinyi Equity Investment Fund Partnership (collectively, as
Lenders) (translation from original
Chinese)
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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:
February 4, 2011
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CHINA
HOUSING & LAND DEVELOPMENT INC.
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By:
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/s/ Cangsang Huang | |
| Name: Cangsang Huang | |||
| Title: Chief Financial Officer | |||