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EX-10.1 - EXHIBIT 10.1 - Deyu Agriculture Corp.v301599_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 2, 2012

 

DEYU AGRICULTURE CORP.

(Exact name of registrant as specified in Charter)

 

Nevada   333-160476   80-0329825

(State or other

jurisdiction of

incorporation or

organization)

  (Commission File No.)  

(IRS Employee

Identification No.)

 

9th Floor, Block 8, Aolinjiatai Building

1 Kehuiqian Street

Chaoyang District, Beijing

The People’s Republic of China 10086

 

(Address of Principal Executive Offices)

 

Tel: +861055241802

 

 (Issuer Telephone number)

 

 Room 808, Tower A

Century Centre, 8 North Star Road

Beijing, People’s Republic of China

 Tel: +86 13828824414

 

(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):

 

¨ 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))

 

 
 

Item 1.01 Entry into a Material Definitive Agreement.

 

On February 2, 2012, Redsun Technology (Shenzhen) Co. Limited (“Redsun”), a company organized under the laws of the People’s Republic of China (“PRC”) and a wholly-owned subsidiary of Deyu Agriculture Corp., a Nevada corporation (the “Registrant”) entered into a Stock Equity Transfer Agreement (the “Agreement”) whereby Redsun acquired 100% of the issued and outstanding registered share capital of Shanxi Taizihu Food Co. Ltd. (“Taizihu”) and its subsidiary, Shanxi Huichun Bean Products Co., Ltd. (“Huichun”, and together with Taizihu, the “Taizihu Group”). In consideration for the acquisition of Taizihu, Redsun paid RMB14,773,222 ($2,342,168) in cash to HE Hao, an individual, for 50% of Taizihu, RMB9,602,594 ($1,522,409) in cash to XU Qinghe, an individual, for 32.5% of Taizihu and RMB5,170,628 ($819,759) in cash to XIE Jinqing, an individual, for the remaining 17.5% of Taizihu. Immediately prior to the execution of the Agreement, Taizihu owned 85% of the issued and outstanding registered share capital of Huichun, and pursuant to the terms of the Agreement, Redsun acquired the remaining 15% of the share capital of Huichun from Beijing Kanggang Food Development Co., Ltd. for RMB5,158,556 ($817,845). The total amount of the consideration paid for the acquisition of the Taizihu Group is RMB34,705,000 ($5,502,181), and such consideration was determined pursuant to arm’s length negotiations between the parties. As a result of the acquisition, the Registrant now owns and controls 100% of the Taizihu Group.

 

The Taizihu Group, which is located in Shanxi Province in an industrial park with a production base of 100,000 square meters, is in the business of producing and selling fruit beverages under the brand name “LongQhan Villa” and soybean products under the brand name “Huichun” throughout the PRC.

 

The forgoing description of the acquisition of the Taizihu Group does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K which is incorporated herein by reference.

 

Item 2.01 Completion of Acquisition or Disposition of Assets.

 

Please see Item 1.01 above.

 

Item 9.01 Financial Statements and Exhibits

 

(a)           Financial statements of business acquired. The financial statements required to be filed pursuant to this Item will be filed by amendment no later than 71 calendar days after the date on which this report is required to be filed.

 

(b)           Pro forma financial information. The pro forma financial information that is required to be filed pursuant to this Item will be filed by amendment no later than 71 calendar days after the date on which this report is required to be filed.

 

(c)            Shell company transactions. Not applicable.

 

(d)         Exhibits:

 

Exhibit No.   Item   Location
Exhibit 10.1   Stock Equity Transfer Agreement in relation to Shanxi Taizihu Food Co., LTd. and Shanxi Huichun Bean Products Co., Ltd., dated February 2, 2012, by and among Redsun, HE Hao, an individual, XU Qinghe, an individual, XIE Jinqing, an individual and Beijing Kanggang Food Development Co., Ltd. (Chinese and English Translated Versions)   Provided herewith

   

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

  

  DEYU AGRICULTURE CORP.
   
Date: February 8, 2012 By: /s/ Jianming Hao
    Jianming Hao
    Chief Executive Officer

 

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