Current Report Filing (8-k)
2014年3月15日 - 6:10AM
Edgar (US Regulatory)
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): March
10, 2014
CHINA BAK BATTERY, INC.
(Exact
name of registrant as specified in its charter)
Nevada |
001-32898 |
86-0442833 |
(State or other jurisdiction |
(Commission File No.) |
(IRS Employer |
of incorporation) |
|
Identification No.)
|
BAK Industrial Park, No. 1 BAK Street
Kuichong
Town, Longgang District
Shenzhen, 518119
Peoples Republic
of China
(Address, including zip code, of principal executive
offices)
(86-755) 6188-6818, ext 6856
(Registrants
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):
[ ] 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. |
As previously disclosed, on December 17, 2013, Shenzhen BAK
Battery Co., Ltd. (Shenzhen BAK), a wholly-owned subsidiary of China BAK
Battery, Inc. (the Company) entered into a loan agreement (the Loan
Agreement), with Mr. Jinghui Wang, pursuant to which, Mr. Wang agreed to
initially lend Shenzhen BAK a loan in the amount of RMB370 million
(approximately $61.1 million). On January 14, 2014, the Companys wholly-owned
Hong Kong subsidiary, BAK International Limited (BAK International) entered
into a corporate guarantee with Mr. Wang, under which BAK International
irrevocably and unconditionally guaranteed to the lender timely performance by
Shenzhen BAK of all its obligations under the Loan Agreement. On the same date,
the Company and BAK International entered into a share mortgage with Mr. Wang,
under which, the Company pledged 100% of its equity interest in BAK
International to the lender as security for the performance of Shenzhen BAKs
obligations under the Loan Agreement. If Shenzhen BAK defaults on its repayment
obligation under or in connection with the Loan Agreement, the lender, as the
pledgee, will be entitled to dispose of the pledged equity interests.
On January 8, 2014, Shenzhen BAK entered into a second loan
agreement (the Second Loan Agreement), with Mr. Wang, pursuant to which, Mr.
Wang agreed to lend Shenzhen BAK an additional RMB150 million (approximately
$24.8 million) which bears an annual interest rate at 20%. As a result, Mr. Wang
loaned a total of RMB520 million (approximately $85.9 million) to Shenzhen BAK.
Pursuant to the Second Loan Agreement, Shenzhen BAK has the obligations to repay
the principal amount of RMB520 million and any accrued interests to the
lender by March 31, 2014.
On March 10, 2014, BAK International entered into a corporate
guarantee with Mr. Wang (BAK International Corporate Guarantee), under which
BAK International irrevocably and unconditionally guaranteed to the lender
timely performance by Shenzhen BAK of all its obligations under the Second Loan
Agreement. On the same date, the Company also entered into a similar corporate
guarantee with Mr. Wang (China BAK Corporate Guarantee), to irrevocably and
unconditionally guarantee timely performance by Shenzhen BAK of all its
obligations under the Second Loan Agreement. In addition, on March 10, 2014, the
Company, BAK International and Shenzhen BAK entered into a further share
mortgage (the Further Share Mortgage) with Mr. Wang, under which, the 100%
equity interest in BAK International that the Company pledged to the lender on
January 14, 2014 was deemed as security for the performance of Shenzhen BAKs
obligations under the Second Loan Agreement. If Shenzhen BAK defaults on its
repayment obligation under or in connection with the Second Loan Agreement,
including but not limited to the repayment of the total amount of RMB520 million
and any accrued interested by March 31, 2014, the lender, as the pledgee, will
be entitled to dispose of all the pledged equity interests.
The foregoing description of the Second Loan Agreement, BAK
International Corporate Guarantee, China BAK Corporate Guarantee and the Further
Share Mortgage is qualified in its entirety by the Second Loan Agreement, BAK
International Corporate Guarantee, China BAK Corporate Guarantee and the Further
Share Mortgage, a copy of each document is attached as Exhibit 10.1, 10.2, 10.3
and 10.4 hereto, respectively, and are incorporated by reference herein.
ITEM
2.03 |
CREATION OF A DIRECT FINANCIAL
OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT
OF A REGISTRANT. |
The description of the Second Loan Agreement, BAK International
Corporate Guarantee, China BAK Corporate Guarantee and the Further Share
Mortgage, set forth under Item 1.01 is hereby incorporated by reference into
this Item 2.03 as if fully set forth herein.
2
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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CHINA BAK BATTERY, INC.
|
|
|
|
|
|
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Date: March 14, 2014 |
By: |
/s/ Xiangqian
Li
|
|
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Xiangqian Li |
|
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Chief Executive Officer
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3
EXHIBIT INDEX
Exhibit No. |
|
Description |
10.1
|
|
English Translation
of Loan Agreement, dated January 8, 2014, by and between Shenzhen BAK and
Mr. Jinghui Wang |
10.2 |
|
Corporate Guarantee, dated March 10,
2014, by and between BAK International and Mr. Jinghui Wang. |
10.3
|
|
Corporate Guarantee,
dated March 10, 2014, by and between China BAK Battery, Inc. and Mr.
Jinghui Wang. |
10.4 |
|
Further Share Mortgage, dated March
10, 2014, by and among China BAK Battery, Inc., BAK International,
Shenzhen BAK and Mr. Jinghui Wang. |
4
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