- Amended Current report filing (8-K/A)
July 15 2009 - 7:43AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 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): July 15, 2009
China
Solar & Clean Energy Solutions, Inc.
(Exact
name of registrant as specified in charter)
Nevada
(State or
other jurisdiction of incorporation)
000-12561
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95-3819300
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Building
3 No. 28, Feng Tai North Road, Beijing China,
100071
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(Address
of principal executive offices and zip
code)
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+86-10-63850516
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(Registrant’s
telephone number including area
code)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of registrant under any of the following
provisions:
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR
240.14a-12(b))
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o
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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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o
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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 1.02. Termination of a Material
Definitive Agreement
On July
6, 2009, Beijing Deli Solar Technology Development Co., Ltd., our wholly-owned
subsidiary ("Deli-Solar (Beijing)"), entered into a termination agreement (the
"Termination Agreement") with the three shareholders of Shenzhen PengSangPu
Solar Industrial Products Corporation ("SZPSP"), Renzheng Qiu, Bin Luo and
Hanwen Chen (the "SZPSP Shareholders"). The Termination Agreement
terminates the equity purchase and complementary agreements (collectively, the
"Equity Purchase and Complementary Agreements") Deli-Solar (Beijing) entered
into with the SZPSP Shareholders on January 9, 2008, which were amended and
supplemented by a supplementary agreement (the "Supplementary Agreement")
Deli-Solar (Beijing) entered into with the SZPSP Shareholders on March 25,
2008. The terms of the Equity Purchase and Complementary Agreements
are described in our Form 8-K report filed on January 15, 2008. The
terms of the Supplementary Agreement are described in our Form 8-K report filed
on April 1, 2008. We accounted for SZPSP as a wholly-owned subsidiary
from March 31, 2008 up to March 31, 2009.
The key
terms of the Termination Agreement are:
·
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Deli
Solar (Beijing) having already received RMB12,960,486.30 from the SZPSP
Shareholders prior to the execution of the Termination Agreement, the
SZPSP Shareholders to pay to Deli-Solar (Beijing) the remaining
RMB15,839,513.70 from the RMB28.8 million purchase price specified in the
Supplementary Agreement in two installments (RMB8,000,000 within 10 days
from the execution date of the Termination Agreement and the remaining
balance within two months from the execution date of the Termination
Agreement)
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·
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The
SZPSP Shareholders to return to Deli-Solar (Beijing) an aggregate of
939,364 shares in our Company they received pursuant to the Supplementary
Agreement
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·
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The
SZPSP Shareholders will also pay to Deli-Solar (Beijing) a portion of
SZPSP's net profit for the period from April 1, 2008 to March 31, 2009, an
amount which will be determined at a future date by the SZPSP Shareholders
and Deli-Solar (Beijing)
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Item
2.01
Completion of Acquisition or
Disposition of Assets.
Reference
is made to Item 1.02 for information relating to the disposition of
SZPSP.
Item
9.01. Financial Statements and Exhibits
(d) Exhibits
The
following are filed as exhibits to this report:
Exhibit
No.
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Description
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Exhibit
10.1
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Termination
Agreement to the Equity Purchase Agreement, Complementary Agreement and
Supplementary Agreement, by and among Beijing Deli Solar Technology Co.
Ltd. and the SZPSP Shareholders, dated July 6, 2009.
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Exhibit
99.1
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Press
Release, dated July 9, 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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CHINA
SOLAR & CLEAN ENERGY SOLUTIONS, INC.
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By:
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/s/
Deli Du
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Name:
Deli Du
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Title:
Chief Executive Officer and President
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Dated:
July 15, 2009
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