UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K/A
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): May 4, 2009
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CHINA
HOLDINGS, INC.
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(Exact
name of registrant as specified in its charter)
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Nevada
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(State
or Other Jurisdiction of Incorporation)
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333-119034
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98-0432681
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Julianna
Lu, BSc. MSc.
Chief
Executive Officer
101 Convention Center Drive,
Suite 700, Las Vegas, NV 89109-2001
(Address
of principal executive offices) (Zip Code)
Issuer’s
telephone Number:
1-778-995-0789
Mailing
Address
Suite #601 – 110
Dai-Hou-Bei-Li, Hai-Dian-District, Beijing, PR China 100091
Issuer’s
telephone Number:
1-778-995-0789
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Not
Applicable
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(Former
Name or Former Address, if Changed Since Last
Report)
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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:
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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, And
Item
3.02 Unregistered
Sales of Equity Securities.
On April
30, 2009, China Holdings, Inc. (the “Company”) (
www.chinaholding.net
)
(North America line: 1-778-995-0789), and Julianna Lu /
The Company’s
Founder/Chairwoman/CEO/CFO/Creditor
(or/and Julianna’s further legal independent nominee) have
agreed that
“China Power,
Inc.” (www.chinapower.us)
is also offering
“A Private
Placement Agreement” that WHEREAS, pursuant to, Regulation S , or/and
Regulation D, promulgated under the Securities Act of 1933, as amended (the
“Securities Act”) and WHEREAS, pursuant to Section 4(2) of the Securities Act of
1933, as amended (the “Securities Act”), and Rule 506
promulgated thereunder,
China Power,
Inc.
is offering up to 10,000,000 shares of
China
Power
’s common stock and warrants to purchase 10,000,000 common shares of
China
Power
’s common stock in a private placement (the “Offering”) on the terms
and conditions set forth herein, for each
share of
China
Power
’s common stock, $.001 par value (“Shares”), at a premium purchase
price of US $0.50 per common share (the “Common Stock”), includes One
warrant (the “Warrant”) to purchase per share of Common Stock: the warrant is
exercisable for a period of (16) months, at a price $USD1.00 per
common share. The Company plans to legally disclose/compliance/file
with SEC Form 8-K upon further transactions completion as planed in
45-90 days approximately. The Company believes that the above decision is for
the best interest/value of China Holdings, Inc./China Power, Inc./all public
shareholders in China, USA and Worldwidely.
The
Use of The Proceeds of USD$5,000,000 are for the development & construction
of Phase I: 2000 MW Wind Power Plants in Inner Mongolia PR China, and Phase I
Development of 250 Biomass Waste to Energy Power Plants/Projects Across
China and General Corporate Development purposes. China Power,
Inc.(
www.chinapower.us
)
and Julianna Lu& China Partners will continue the efforts, contribution,
commitments to the Renewable Energy Industry in China & worldwide and will
consolidate the developing and construction of 2000 Megawatts Wind Power
Plants/Projects on 400 Square Kilometers lands in Inner Mongolia, PR China in
2009 – 2013.
China
Power, Inc.
www.chinaholding.net
www.chinapower.us
China
Power, Inc. (“China Power”) (
www.chinapower.us
)
is a development stage company with the goal of becoming a leading energy and
renewable energy holding company that focuses on mergers and acquisitions,
investment, research and development, construction and the operation of energy,
and renewable energy, and environmental protection projects in China and
throughout the world. China Power is developing renewable energy projects,
pipelines in biomass energy projects and hydropower plants though mergers and
acquisitions, joint-venture partnerships with biomass projects and hydropower
plants, companies, local governments in China and throughout the world. China
Power’s renewable energy strategy and plan in hydropower plants and biomass
energy projects will enhance the technical, social, and environmental benefits
of biomass energy and hydropower projects and provide investment and business
opportunities in the cost-competitive industries or biomass energy and
hydropower capacity energy supply in China and throughout the world, and also
help increase long term shareholder value.
(Notes:
The Company is developing a new version of
www.chinapower.us
,
the update version will be completed/opening to public in 3 months
approximately)
China Power
Inc.
2000 Megawatts Wind Power
Plants/Projects
China Holdings, Inc
., via its
controlled subsidiary
China
Power, Inc.
has secured exclusive contracts with local government in
Inner Mongolia China to exclusively develop and construct Two (2)
Wind Power Plants
to generate
2,000 MW (“Megawatts”)
of electricity on a total
400
Square KM land
with non-competition & non-solicit protections from
the local government.
China
Power Inc.
expects to break ground in 2009 for the initial 300 MW of wind
power, to be completed within 24 months approximately. Under the
China Renewable Energy Laws and Registrations, the China State Power Grid has
guaranteed to purchase 100% of the power generated by
China Power, Inc.’s Wind Power Plants
(2,000 MW)
at 0.55 Yuan per kilowatt hour or approximately $0.08 per
kilowatt hour, with a 4% increase annually for 25-30 years with additional
guaranteed extension terms.
China Power's 2000 Megawatts Wind
Farm Power Plants
are legally financially protected by Local Chinese
Government & China New Renewable Energy Policies & Laws to wind energy
producers and developers. The Company expects total gross revenue of 2,750
Million Yuan (2,000,000 Kilowatts x 2500 Hours x 0.55 Yuan/Kwh) in 4 -5 years
upon 2,000 MW Wind Farm Power Plants in full production. The value inherent in
the Company's unique position through its 2000 MW Wind Power Plants/Projects is
truly extraordinary, and the progress the Company has made on its initiatives
for the coming years signals the ability to capitalize on the underlying
potential of renewable energy power plants & industry in China, or/and
worldwide.
China Power
Inc.
250 Biomass Waste to Energy
Power Plants/Projects
on A Total of 580,000
Mu Lands Across China
China Holdings, Inc.,
via its
controlled owned subsidiary
China Power, Inc.
has
secured exclusive a total of 5 (five) development, investment and construction
contracts with the local China Government in Hebei, Hunan, AnHui and Inner
Mongolia Provinces, PR China to develop, invest and construct a total
of five (5) biomass energy power generation plants/projects with a
total potential power capacity for 50MW x 5 = 250 MW in pipeline. The
development and construction of the facilities will require approximately 400
Millions Yuan (RMB) for each 50MW biomass plant/project. The development and
construction of the facilities are subject to the Company completing certain due
diligence requirements and obtaining financing from third parties. In addition
to the foregoing, according to the China Central Government’s current
alternative energy laws related to Biomass Energy Projects, under the All
Construction Agreements, guaranteed (i) the financing for up to 65% of the 580
million Yuan China Power has committed to the development of all the power
plants through local banks at a preferred interest rate, (ii) that 100% of the
power generated by the Biomass Energy plants shall be purchased by the China
State Grid at a purchase price of between 0.60 and 0.65 Yuan, or approximately
$0.09 and $0.08, per kilowatt, (iii) All Biomass Energy Power Generation
Plant/project (50MW) has designated with a total potential of 400 million KW/hr
power generation capacity approximately annually, (iv) China Power’s rights
under the Construction Agreements are all exclusive.The construction of the
plant is estimated to take approximately two to three years.
China
Power, Inc.(
www.chinapower.us
)
and Julianna Lu& China Partners will continue the efforts, contribution,
commitments to the Renewable Energy Industry in China & worldwide and will
consolidate the developing and construction of 2000 Megawatts Wind Power
Plants/Projects on 400 Square Kilometers lands in Inner Mongolia, PR China in
2009 – 2013. China Power, Inc. is also developing & construction of a total
250 MW Biomass Waste to Energy Plants/Projects (5) in 2008 -2012.
China Power, inc. is developing its renewable energy power plants in wind energy
power plants, biomass clean energy & hydropower plants to reach a total
potential power capacity of approximately 850 MW to 3200 MW in 2013
approximately.China Power, Inc. and Julianna Lu& China Partners will move
forward on THE 2000 MW WIND POWER PLANTS/PROJECTS DEVELOPMENT/CONSTRUCTIONS PLAN
(2009-2013) in Inner Mongolia PR China with the following programs &
plans:
*
Execute/Complete "Wind Turbines Supplying & Operation System" /Contracts
with China Top Rank Wind Turbines’ Manufactures or/and Global Industrial Wind
Turbines Manufactures/", and ensure the system with the
following features:
*
Wind Turbines (700 of 3.0MW or 600 of 3.6 MW): with the aim of reducing the cost
per kWh, and lighter, Stronger towers and ground-breaking nacelle design which
produces more power from less weight with efficiency, economic,
effectiveness.
*
Wind Farm Operation Systems (Advanced) with the features
of Real-time active and reactive power control of the entire wind
power plant; Control and monitoring of wind turbines, meteorology ,instruments
and substations; Plant performance summaries in both text and graphical form;
Comprehensive report generator module; Productivity presentations;
Availability calculations; Instant online data from any turbine: Status, power,
wind speed, voltage current, temperatures and alarms; 10-minute averaged data,
including mean values, standard deviations, minimum and maximum values; Advanced
power curve presentations, including power curves, scatter curves, reference and
wind distribution curves from multiple units; User-friendly graphical user
interface based on Windows standards; Client connection manager for
access to multiple power plants; Secure login with customizable access profiles;
Remote control of a single wind turbine or a group
of turbines.
*
Complete “EPC Contracts” with China-National Top Rank Engineering Firms or/and
Top-Global Engineering Firms (“EPC": Project Planning and Design, Project
management, engineering, procurement and construction expertise) to construct
the Company’s 2000 Megawatts Wind Power Plants/Projects in Inner Mongolia PR
China on a turnkey basis/solution, and with upset price guarantees and fixed
wind turbines installation & construction completion
timetables. “EPC” Completion Wind Turbines Installations and
Manufacturing “2000 MW WIND POWER PLANTS/PROJECTS” on 400 Square KM Lands in
Inner Mongolia PR China in 2-4 years approximately.
The
value inherent in the Company's unique position through its 2000 MW Wind Power
Plants/Projects is truly extraordinary, and the progress the Company has made on
its initiatives for the coming years signals the ability to capitalize on the
underlying potential of renewable energy power plants & industry in China,
or/and worldwide.
Item
1.01 Entry
into a Material Definitive Agreement,
On
April 30, 2009, China Holdings, Inc. (the “Company”) has legally agreed that
Julianna Lu/The Company’s Founder/Chairwoman/CEO/CFO/Creditor
(or/and Julianna Lu’s further legal independent nominee)& china
partners have/keep 90% legal & financial right/ownership to China
Holdings, Inc.’s subsidiary: China Power, Inc. and also have 90% legal &
financial right/ownership to all of China Power, Inc.’s 2250 Megawatts Renewable
Energy Power Plants/Projects/Contracts, as well as have 90% % legal &
financial right/ownership to China Power, Inc.’s 400 Square Kilometer Land
Rights/Ownership. China Holdings, Inc. have/keep the 10% legal &
financial right/10% ownership to China Power, Inc./ China Power, Inc.’s 2250
Megawatts Renewable Energy Power Plants/Projects/Contracts and 10% China Power,
Inc.’s 400 Square Kilometer Land Rights/Ownership, as adjusted . China Holdings,
Inc. and China Power, Inc. ‘s amended agreement are for the best interest and
legal protection to both China Holdings, Inc./ China Power, Inc./Public
Shareholders in China, USA and Worldwidely.
China
Power, Inc.(
www.chinapower.us
)
and Julianna Lu& China Partners will continue further sincere efforts,
development, contribution and commitments to The World & China Renewable
Energy Industry in 2009-2013. China Power, Inc.(
www.chinapower.us
)
and Julianna Lu& China Partners will consolidate the developing and
construction of 2000 Megawatts Wind Power Plants/Projects on 400 Square
Kilometers lands in Inner Mongolia, PR China in 2009 – 2013.
China Power, Inc.
(www.chinapower.us)
400 Square Kilometers Land
for 2000 Megawatts Wind Power Plants Development
O
n
November 26, 2008, China Holdings,
Inc.
and its’ controlled subsidiary:
China Power, Inc.
(
www.chinapo
wer.us
)
( together “ the Company”) has already executed A Land Acquisition, Land Right
& Ownership Agreement (“ the Agreement”) with local municipal government in
Inner Mongolia, P.R. China to exclusively acquire a total of
400 Square KM
of Industrial
lands at a fixed price of 58,000 Yuan ( China Currency) Per Mu Lands ( 1 Mu =
667 Square Meters) with non-competition & non-solicit protections from the
local government. The Agreement allows the Company to acquire all or part of
the
400 Square KM
of Industrial lands in next four years exclusively with non-competition &
non-solicit protections from the local government. The Agreement also allows the
Company to apply for partial
Lands
RE-ZONING
into
Residential Lands
or/and Commercial Lands
for further Lands Development. China Holdings,
Inc. (the “Company”)’s controlled subsidiary: China Power, Inc. focuses on its
developing and construction of 2000 Megawatts Wind Power Plants/Projects on this
400 Square Kilometers lands in Inner Mongolia, PR China in 2009 –
2013.
The value
inherent in China Power's unique position through its 400 Sq. KM land
rights/ownership/rights for real estate development is truly extraordinary, and
the progress the China Power has made on its initiatives for the coming years
signals the ability to capitalize on the underlying potential of renewable
energy power plants & industry in China, or/and worldwide.
(Note:
China Holdings & China Power have not recorded the highly-valued total 400
Square Kilometers lands/assets & the proprietary rights as fair-valued
tangible assets yet as the year ending as December 31 2008.)
China Power,
Inc.
Renewable Energy Power
Plants/Assets
2000 Megawatts Wind Power
Plants/Projects Assets & Contracts
In
September, 2008
,
China Power Inc.
has secured
exclusive rights/agreements with local government in Inner Mongolia China to
exclusively develop and construct
Wind Power Plants
to generate
2,000 MW (“Megawatts”)
of electricity on a total
400
Square KM land
with non-competition & non-solicit protections from
the local government. Under the China Renewable Energy Laws and
Registrations, the China State Power Grid has guaranteed to purchase 100% of the
power generated by
China Power,
Inc.’s Wind Power Plants (2,000 MW)
at 0.55 Yuan per kilowatt hour or
approximately $0.08 per kilowatt hour, with a 4% increase annually for 25 years
with additional guaranteed extension terms. China Power expects total gross
revenue of 2,750 Million Yuan (2,000,000 Kilowatts x 2500 Hours x 0.55 Yuan/Kwh)
in 4 -5 years upon 2,000 MW Wind Farm Power Plants in full
production.
China Power's 2000 Megawatts Wind
Farm Power Plants
are legally financially protected by Local Chinese
Government & China New Renewable Energy Policies & Laws to wind energy
producers and developers. The Company expects total gross revenue of 2,750
Million Yuan (2,000,000 Kilowatts x 2500 Hours x 0.55 Yuan/Kwh) in 4 -5 years
upon 2,000 MW Wind Farm Power Plants in full production. The value inherent in
the Company's unique position through its 2000 MW Wind Power Plants/Projects is
truly extraordinary, and the progress the Company has made on its initiatives
for the coming years signals the ability to capitalize on the underlying
potential of renewable energy power plants & industry in China, or/and
worldwide.
The value
inherent in China Power's unique position through its 2000 MW Wind Power
Plants/Projects is truly extraordinary, and the progress the China Power has
made on its initiatives for the coming years signals the ability to capitalize
on the underlying potential of renewable energy power plants & industry in
China, or/and worldwide.
250 Megawatts Biomass Power
Plants/Projects Assets & Contracts
China
Power, has also has exclusively secured a total of five (5) development,
investment and construction agreements with local China Governments with
non-competition & non-solicit protections to develop, invest and construct a
total of five (5) biomass energy power generation plants/projects
with a total potential power capacity for 50MW x 5 = 250 MW in pipeline. The
development and construction of the facilities will require approximately
$78,000,000 for each 50MW biomass plant/project. The development and
construction of the facilities are subject to the Company completing certain due
diligence requirements and obtaining financing from third parties.
In
addition to the foregoing, according to the China Central Government’s current
alternative energy laws related to Biomass Energy Projects, under the All
Construction Agreements, guaranteed (i) the financing for up to 65% of the 580
million Yuan China Power has committed to the development of all the power
plants through local banks at a preferred interest rate, (ii) that 100% of the
power generated by the Biomass Energy plants shall be purchased by the China
State Grid at a purchase price of between 0.60 and 0.65 Yuan, or approximately
$0.09 and $0.08, per kilowatt, (iii) All Biomass Energy Power Generation
Plant/project (50MW) has designated with a total potential of 400 million KW/hr
power generation capacity approximately annually, (iv) China Power’s rights
under the Construction Agreements are all exclusive.The construction of the
plant is estimated to take approximately two to three years.
The value
inherent in China Power's unique position through its 250 MW Biomass Waste to
Energy Power Plants/Projects is truly extraordinary, and the progress the China
Power has made on its initiatives for the coming years signals the ability to
capitalize on the underlying potential of renewable energy power plants &
industry in China, or/and worldwide.
(Note:
China Holdings & China Power have not recorded the highly-valued tangible
assets of the
total
2250 Megawatts
Renewable Power Plants/ Assets
purchase
as fair-valued tangible assets yet as the year ending as
December 31 2008.)
Item
9.01 Financial
Statements and Exhibits.
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 thereunto
duly authorized.
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CHINA
HOLDINGS, INC.
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Date:
May 4, 2009
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By:
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/s/ Julianna
Lu
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Julianna
Lu
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Chief
Executive Officer
&
Chairperson of Board
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