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):
September
21
, 2009
(
September
18
, 2009
)
China Industrial Waste
Management, Inc.
(Exact
name of registrant as specified in its charter)
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Nevada
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002-95836-NY
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13-3250816
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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China
Industrial Waste Management, Inc.
c/o
Dalian Dongtai Industrial Waste Treatment Co., Ltd
No. 1
Huaihe West Road
E-T-D-Zone, Dalian, China
116600
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: 011-86-411-85811229
N/A
(Former
Name and Address if changed since the 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.
On September 18, 2009, our indirectly
majority owned subsidiary Dalian Dongtai Industrial Waste Treatment Co.,
Ltd.(“Dalian Dongtai”), a company formed under the laws of the People’s Republic
of China, entered into a material definitive agreement to purchase sixty-five
percent (65%) equity interest in Hunan Hanyang Environmental Protection
Science&Technology Co., Ltd. (“Hunan Hanyang ”), a company formed under the
laws of the People’s Republic of China from Hunan Luyi Industrial
Development Co., Ltd. (“Hunan Luyi”), a company formed under the laws of the
Peoples Republic of China, and Song Wenling (“Song”).
Hunan Luyi and Song hold 81% and 19%
shares, respectively, of Hunan Hanyang which is the project company
of the Hazardous Waste Treatment Center of Changsha City, Hunan Province (“the
Center”), with registered capital and paid-in capital amounting to RMB12,000,000
(approximately US$1,756,955) . Hunan Hanyang is in the business of
treatment and comprehensive utilization of waste and waste treatment facilities
management and operation. In 2006, Hunan Hanyang signed a BOT Agreement with the
Bureau of Environmental Protection of Hunan Province, pursuant to which Hunan
Hanyang is entitled to a franchise right to construct and operate the Center for
25 years upon completion of construction. The estimated cost of the Center is
RMB185,000,000 (approximately US$ 27,086,384), and 60% of which, RMB110,000,000
(approximately US$ 16,105,417), will be subsidized by the Central Government of
PRC.
Under the terms of the agreement,
Dalian Dongtai will purchase 46% and 19% of the equity interest in Hunan
Hanyang from Hunan Luyi and Song, respectively, for RMB10,620,000
(approximately US$1,554,9045) and RMB4,380,000 (approximately US$641,287),
respectively, of which RMB7,080,000 (approximately US$1,036,603) and
RMB2,920,000 (approximately US$427,526), respectively, will be paid within seven
(7) business days following the signing of the agreement and the balance within
fifteen (15) business days following the satisfaction of all conditions of the
agreement. Hunan Luyi and Song assumed the obligation to repay all undisclosed
debt.
The closing of the purchase of
equity, which is expected to occur on or before October 31 , 2009 unless
otherwise extended by the parties, is subject to certain conditions including
the approval of the industrial and commerce administration authorities of the
equity change, completion of all legal and registration procedures for the
transfer of the equity, and approval of the board of directors or shareholders
of the transferors. Dalian Dongtai has the right to terminate the agreement if
conditions to the agreement have not been satisfied within three (3) months
following the execution of the agreement in which event Hunan Luyi and Song
shall return that portion of the purchase price received, plus interest thereon
no later than fourteen (14) business days following the
termination.
A copy of the English translation of
the share transfer agreement is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.
Item
9.01 Financial
Statements and Exhibits
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Exhibit No.
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Description of Exhibit
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10.1
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A
copy of the English translation of the Share Transfer Agreement by and
between
Dalian Dongtai
Industrial Waste Treatment Co., Ltd., Hunan Luyi Industrial Development
Co., Ltd. and Song Wenlin
dated September 18,
2009
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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.
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By: /s/ Dong Jinqing
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Name:
Dong Jinqing
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Title: Chief
Executive Officer
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Date:
September 21, 2009
EXHIBIT
INDEX
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Exhibit No.
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Description of Exhibit
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10.1
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A
copy of the English translation of the Share Transfer Agreement by and
between
Dalian Dongtai
Industrial Waste Treatment Co., Ltd., Hunan Luyi Industrial Development
Co., Ltd. and Song Wenling
dated September 18,
2009
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