Attached files
| file | filename |
|---|---|
| EX-99.2 - EXHIBIT 99.2 - CHINA SHEN ZHOU MINING & RESOURCES, INC. | v308303_ex99-2.htm |
| EX-99.1 - EXHIBIT 99.1 - CHINA SHEN ZHOU MINING & RESOURCES, INC. | v308303_ex99-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 2
TO
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): April 2, 2012 (January 16, 2012)
CHINA SHEN ZHOU MINING & RESOURCES, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-33929 | 87-0430816 | ||
| (State of Incorporation) | (Commission File No.) | (IRS Employer ID Number) |
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):
| o | Written communications pursuant to Rule 425 under the Securities Act (17CFR 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)) |
EXPLANATORY NOTE
This Current Report on Form 8-K/A is filed as Amendment No. 2 (“Amendment No. 2”) to the Current Report on Form 8-K (“Form 8-K”) dated January 16, 2012 and filed by China Shen Zhou Mining & Resources, Inc. (the “Company”) under Items 1.01, 2.01, 8.01 and 9.01 on January 17, 2012, as amended by Amendment No. 1 (“Amendment No. 1), filed on February 10, 2012, with respect to its subsidiary Inner Mongolia Xiangzhen Mining Group Co., Ltd.’s acquisition of Wuchuan Dongsheng Mining Co., Ltd. (“Wuchuan Mining”), Yanhe Tujiazu Autonomous County Meilan Mining Co., Ltd. (“Meilan Mining”), and Guizhou Qianshi Resources Development Co., Ltd. (“Qianshi Resources”) (Such acquisitions collectively referred to as the “Transaction”). The final closing date of this transaction was February 7, 2012. Accordingly the Company will file the combined audited financial statements prior to the deadline requirement. Such Form 8-K and Amendment No. 1 are incorporated herein in their entirety by reference. This Amendment No. 2 is being filed to modify certain disclosures in the Form 8-K and Amendment No.1 and to include certain required financial information under sections (a) and (b) of Item 9.01 of Form 8-K.
Item 9.01 Financial Statements and Exhibits.
| (a) | Financial Statements of Businesses Acquired |
The unaudited combined financial statements of Dongsheng Mining, Meilan Mining, and Qianshi Resources, as of and for the year ended December 31, 2011, including the notes to such financial statements and the report of the independent auditor thereon, are filed as Exhibit 99.1 hereto. Audited versions of such financial statements shall be provided with 75 days of the closing or the Transaction, which occurred on February 7, 2012.
| (b) | Pro Forma Financial Information |
The following pro forma financial information is furnished as Exhibit 99.2 hereto:
| 1) | The required pro forma condensed combined balance sheet as of December 31, 2011 and the related pro forma condensed combined statements of operations for the year ended December 31, 2011 and the accompanying notes thereto. |
| (d) | Exhibits |
| Exhibit Number | Description of Exhibit | |
| 10.1* | Equity Transfer Agreement, dated January 16, 2012 (translation from original Chinese) | |
| 10.2** | Equity Transfer Agreement, dated February 7, 2012 (translation from original Chinese) | |
| 10.3** | Equity Transfer Agreement, dated February 7, 2012 (translation from original Chinese) | |
| 99.1 | The unaudited combined financial statements as of and for the year ended December 31, 2011 for Dongsheng Mining, Meilan Mining, and Qianshi Resources, including the notes to such unaudited combined financial statements. | |
| 99.2 | Introduction; Unaudited Pro forma Combined Condensed Balance Sheet as of December 31, 2011; Unaudited Pro forma Combined Condensed Statement of Operations for the year ended December 31, 2011; Notes to Unaudited Pro forma Combined Condensed Financial Information. |
* Previously filed as an exhibit to Registrant’s Current Report on Form 8-K filed with the SEC on January 17, 2012.
** Previously filed as an exhibit to Registrant’s Current Report on Form 8-K filed with the SEC on February 10, 2012.
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. | |||
| Date: April 2, 2012 | By: | /s/ Xiaojing Yu | |
| Xiaojing Yu | |||
| Chief Executive Officer | |||