Attached files
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| EX-10.1 - Winland Ocean Shipping Corp | v211749_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):
February
16, 2011
WINLAND
ONLINE SHIPPING HOLDINGS CORPORATION
(Exact
name of registrant as specified in its charter)
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Texas
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333-142908
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20-5933927
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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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Rm 703,
7/F, Bonham Trade Centre, 50 Bonham Strand, Sheung Wan, Hong Kong,
China
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: 00852-28549088
(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):
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 March 31, 2008, Wallis Development
Limited (“Wallis
Development”), a Hong Kong company and a wholly-owned subsidiary of
Winland Online Shipping Holdings Corporation, a Texas corporation
(the “Registrant” and
together with the Registrant’s subsidiaries, the “Company”) and Wallis
Development’s wholly-owned subsidiary Beijing Huate Xingye Technology Co., Ltd.,
a company organized under the laws of the People’s Republic of China (the “PRC”) for the purpose
of producing IT software, developing new products and adopting advanced and
applicable technology and scientific management methods (“Beijing Huate”)
entered into a series of Exclusive Technical Consulting and Service Agreements,
(collectively, together with all related transaction documents executed in
connection therewith, the “Service Agreements”)
whereby Beijing Huate controlled (a) Dalian Winland International Shipping
Agency Co., Ltd. (“DWIS”), a PRC company
whose principal activities include shipping agency services, booking cargo
space, storage of goods and declaration of customs, (b) Dalian Winland
International Logistic Co., Ltd. (“DWIL”), a PRC company
whose principal activities included freight forwarding services logistics
shipping agency services and which owns one shipping vessel and (c) Dalian
Shipping Online Network Co., Ltd. (“Shipping Online”) a
PRC company whose principal activities are providing online services to its
members. Copies of the Company’s Service Agreements have been filed
as Exhibits 10.1 – 10.22 with the Company’s Current Report on Form 8-K with the
U.S. Securities and Exchange Commission at www.sec.gov on August
12, 2008.
In compliance with the PRC’s foreign
investment restrictions on internet information services and other laws and
regulations, the Company had conducted all of its internet information and media
services and advertising in China (collectively, the “Online Services”)
through DWIS, DWIL and Shipping Online, each a domestic variable interest
entity (each, a “VIE” and
collectively, the “VIEs”) and each of
which are ultimately owned by Li Honglin, the President and Chairman of the
Board of the Registrant (50% of each VIE) and Xue Ying, the Chief Executive
Officer, Secretary and director of the Registrant (50% of each
VIE). Pursuant to the Service Agreements, Beijing Huate provided
on-going technical services and other services to the VIEs in exchange for
substantially all of the net income of the VIEs. In addition, the stockholders
of the VIEs had pledged all of their shares in the VIEs to Beijing Huate,
representing 100% of the total issued and outstanding capital stock of the VIEs,
as collateral for non-payment under the Service Agreements or for fees on
technical and other services due thereunder. Beijing Huate also had the power to
appoint all directors and senior management personnel of the VIEs.
On February 16, 2011, Wallis
Development and Beijing Huate voluntarily entered into a Termination of Services
Agreement with the VIEs and the stockholders of the VIEs (the “Termination
Agreement”), effective immediately, whereby all of the Service Agreements
have terminated and are of no further force or effect. The
disinterested Board of Directors of the Registrant resolved to terminate the
Service Agreements with the belief that such disposition will help the Company
focus on its core business of dry bulk shipping and charter brokerage
services. No termination penalties were incurred by the Company in
connection with the Termination Agreement. Pursuant to the terms of
the Termination Agreement, the Company shall receive a fee in the amount of
RMB1,000,000.
The forgoing description of the
Termination Agreement does not purport to be complete and is qualified in its
entirety by reference to such document, a copy of which is attached hereto as
Exhibit 10.1 and is incorporated herein by reference.
Item
1.02 Termination of a Material Definitive Agreement
Please see the description of the
Termination Agreement set forth in Item 1.01 herein above.
Item
2.01 Completion of Acquisition or Disposition of Assets
As described in Item 1.01 above, the
Company entered into the Termination Agreement whereby it voluntarily disposed
of its Online Services business by terminating its control of the
VIEs. Such disposition may be considered a disposition of a
significant amount of assets based on the value of such assets at the time of
disposition.
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Item
9.01 Financial Statements and Exhibits
(a) Not
applicable.
(b) Not
applicable.
(c) Not
applicable.
(d) Exhibit
No Description:
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EXHIBIT
NO.
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DESCRIPTION
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LOCATION
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10.1
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Termination
of Services Agreement, by and among Beijing Huate Xingye Technology Co.,
Ltd., Wallis Development Limited, the VIEs and the stockholders of the
VIEs
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Provided
herewith
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SIGNATURE
PAGE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: February
16, 2011
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WINLAND
ONLINE SHIPPING HOLDINGS CORPORATION
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By: /s/ Xue
Ying
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Name: Xue
Ying
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Title: Chief
Executive Officer and
Secretary
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