Attached files
| file | filename |
|---|---|
| EX-10.1 - EX-10.1 - San Lotus Holding Inc | v334412_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 4, 2013
| SAN LOTUS HOLDING INC. | ||||
| (Exact name of registrant as specified in its charter) | ||||
| Nevada | 333-176694 | 45-2960145 | ||
| (State or other jurisdiction of | (Commission File Number) | (IRS Employer | ||
| incorporation or organization) | Identification No.) | |||
| 3F B302C, No. 185 Kewang Road | ||||
|
Longtan Township, Taoyuan County 325 Taiwan (R.O.C.) |
||||
| (Address of principal executive offices) | (Zip code) | |||
| Registrant’s telephone number, including area code: | +866-3-4072339 | |||
| N/A | ||||
| (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:
| ¨ | 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 4, 2013, our wholly-owned subsidiary, Green Forest Management Consulting Inc., a Taiwan (R.O.C.) corporation (“Green Forest”), entered into a non-binding letter of intent (an “LOI”) with Deng Wei Yuan to acquire 100% ownership in approximately 16,000 square meters of land owned by Mr. Deng in the Fuli Section of Miaoli City, Miaoli County, Taiwan (R.O.C.) (the “Subject Land”).
The closing of this acquisition is subject to the execution of a definitive agreement with Mr. Deng. Before we will be able to enter into a definitive agreement, Mr. Deng must satisfy certain conditions precedent to our satisfaction, including, among other things:
| - | completing due diligence of the Subject Land, including our review of all relevant information concerning the Subject Land, obtaining a satisfactory title search and survey of the Subject Land, and conducting environmental and feasibility studies of the Subject Land, as needed; |
| - | confirming there are no pending actions, suits or proceedings pending or threatened against or affecting the Subject Land; |
| - | confirming that there are no outstanding options, rights of first refusal or other contractual obligations to purchase the Subject Land outstanding; and |
| - | successfully negotiating and entering into a definitive agreement for the sale of the Subject Land with us within 180 days from the date of signing the LOI. |
We have yet to determine the amount of consideration we will offer to acquire the Subject Land. Such determination will be subject to negotiating and entering into a definitive agreement. In addition, as a result of the number of conditions precedent to closing, some of which are not under our control, there can be no assurance that we will enter into a definitive agreement or consummate the proposed acquisition. Accordingly, investors should not place undue reliance on this non-binding letter of intent.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are being filed herewith:
| Exhibit | Description |
| 10.1 | Non-binding Letter of Intent, dated February 4, 2013, between Green Forest Management Consulting Inc. and Deng Wei Yuan. |
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.
| SAN LOTUS HOLDING INC. | ||
| Dated: February 8, 2013 | By: | /s/ Chen Tseng Chih Ying |
|
Chen Tseng Chih Ying Chief Executive Officer and Director (Principal Executive Officer) |
EXHIBIT INDEX
| Exhibit | Description |
| 10.1 | Non-binding Letter of Intent, dated February 4, 2013, between Green Forest Management Consulting Inc. and Deng Wei Yuan. |