- Current report filing (8-K)
2011年8月31日 - 3:01AM
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): August 30,
2011 (July 14, 2009)
CHINA TMK BATTERY SYSTEMS INC.
(Exact name of registrant as specified in its charter)
Nevada
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333-139660
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98-0506246
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(State or other jurisdiction of
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(Commission File Number)
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(IRS Employer Identification No.)
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incorporation or organization)
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Sanjun Industrial Park
No. 2 Huawang Rd., Dalang
Street
Bao'an District, Shenzhen 518109
People's Republic
of China
(Address of principal executive offices)
(86) 755 28109908
(Registrant's telephone number,
including area code)
____________________________________________
(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):
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Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))
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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))
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Item 1.01. Entry Into a
Material Definitive Agreement.
On July 14, 2009, the local State Administration for Industry
and Commerce (the AIC) of the People's Republic of China (the PRC) approved
the acquisition of a 100% ownership interest of Shenzhen Borou Industrial Co.,
Ltd. (Borou) by TMK Power Industries (SZ) Co., Ltd. (TMK), the operating
subsidiary of China TMK Battery Systems Inc. (the Company). The transaction
was consummated pursuant to a property purchase agreement, dated October 10,
2008, between Shenzhen Deli Investment Development Ltd. , Borou and Ming Yang,
the controlling shareholder of Borou at the time, as amended by a supplemental
agreement of ownership transfer, dated January 10, 2009, by and among, TMK,
Borou.and Ming Yang, and a second supplemental agreement of ownership transfer,
dated July 25, 2009, by and between TMK and Borou, pursuant to which TMK
acquired Borou for RMB 23,869,000 (or approximately $3,490,826).
Borou was incorporated in the city of Shenzhen, Guangdong
Province, China, in November 2003 for the purpose of engaging in domestic and
international trade. Borou owns one office unit in a commercial building and
seven retail shops, which on the acquisition date had an aggregate fair value of
approximately $4,661,154, representing 13% of the Companys total assets on a
consolidated basis as of December 31, 2009.
The foregoing summary of the material terms of the property
purchase agreement as supplemented is qualified in its entirety by reference to
the property purchase agreements and supplements, copies of which are attached
hereto as Exhibits 10.1, 10.2 and 10.3, and incorporated by reference herein.
For more details regarding the acquisition
of Borou see "Note 3 Acquisitions" to the Companys audited financial statements
for fiscal year 2010, included in the Companys 10K filed on March 31, 2011.
Item 2.01
Completion of
Acquisition or Disposition of Assets.
On July 14, 2009, the Companys subsidiary, Shenzhen TMK Power
Industries Ltd., completed the acquisition of 100% of the ownership interest of
Shenzhen Borou Industrial Co., Ltd. As a result of the transaction, Borou became
the Companys indirect wholly-owned subsidiary. Further information regarding
the acquisition is provided above under Item 1.01 of this Current Report.
Item 9.01 Financial Statement
and Exhibits.
(a) Financial Statements of Businesses Acquired.
The financial statements of Borou are attached hereto as
Exhibit 99.1.
(b) Pro-forma Financial Information.
The unaudited pro forma consolidated financial statements of
the Company are also attached hereto as Exhibit 99.2.
(d) Exhibits
Number
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Description
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10.1
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English Translation of Property
Purchase Agreement, dated October 10, 2008, by and among, TMK Power
Industries (SZ) Co., Ltd., Shenzhen Borou Industrial Co., Ltd. and
Shenzhen Deli Investment Development Ltd.
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10.2
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English
Translation of Supplemental Agreement of the Property Purchase Agreement,
dated January 10, 2009, by and between, TMK Power Industries (SZ) Co.,
Ltd. and Shenzhen Borou Industrial Co., Ltd.
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10.3
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English
Translation of Supplemental Agreement of Ownership Transfer on Acquisition
of Borou, dated July 25, 2009, by and between, TMK Power Industries (SZ)
Co., Ltd. and Wang, Hui (Shenzhen Borou Industrial Co., Ltd.)
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23.1
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Consent of MaloneBailey, LLP
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99.1
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Financial Statements of Shenzhen Borou Industrial Co.,
Ltd.
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99.2
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Unaudited Pro forma Consolidated Financial Statements of
the Company
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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 TMK BATTERY SYSTEMS INC.
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Dated: August 30, 2011
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By:
/s/ Jin
Hu
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Jin Hu
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Chief Financial
Officer
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EXHIBIT INDEX
Number
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Description
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10.1
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English Translation of Property
Purchase Agreement, dated October 10, 2008, by and among, TMK Power
Industries (SZ) Co., Ltd., Shenzhen Borou Industrial Co., Ltd. and
Shenzhen Deli Investment Development Ltd.
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10.2
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English
Translation of Supplemental Agreement of the Property Purchase Agreement,
dated January 10, 2009, by and between, TMK Power Industries (SZ) Co.,
Ltd. and Shenzhen Borou Industrial Co., Ltd.
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10.3
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English
Translation of Supplemental Agreement of Ownership Transfer on Acquisition
of Borou, dated July 25, 2009, by and between, TMK Power Industries (SZ)
Co., Ltd. and Wang, Hui (Shenzhen Borou Industrial Co., Ltd.)
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23.1
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Consent of MaloneBailey, LLP
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99.1
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Financial Statements of Shenzhen Borou Industrial Co.,
Ltd.
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99.2
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Unaudited Pro forma Consolidated Financial Statements of
the Company
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China TMK Battery Systems (PK) (USOTC:DFEL)
過去 株価チャート
から 10 2024 まで 11 2024
China TMK Battery Systems (PK) (USOTC:DFEL)
過去 株価チャート
から 11 2023 まで 11 2024