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): July 7, 2009 (June 30, 2009)
SINO
CLEAN ENERGY INC.
|
Nevada
|
000-51753
|
75-2882833
|
||
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File No.)
|
(IRS
Employer Identification No.)
|
Room
1605, Suite B, Zhengxin Building
No.
5, Gaoxin 1st Road, Gaoxin District
Xi’an,
Shaanxi Province, People’s Republic of China
(Address of Principal Executive Offices)
(8629)
8406-7376
(Issuer Telephone Number)
N/A
(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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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 June
30, 2009 (the “Effective Date”), Sino Clean Energy Inc. (the “Company”) was made
a party to a series of agreements (collectively the “Transfer Agreements”)
transferring the contractual arrangements governing the relationship among: (1)
Hangson Limited (“Hangson”), a British Virgin Islands company and a wholly owned
subsidiary of the Company; (2) Shaanxi Suo’ang Biological Science &
Technology Co., Ltd. (“Suo’ang BST”), a limited liability company organized
under the laws of the People’s Republic of China (“PRC”) that operates the
Company’s business through its subsidiary—Shaanxi Suo’ang New Energy Enterprise
Co., Ltd. (“Suo’ang New Energy”); and (3) the
majority shareholders of Suo’ang BST. Pursuant to the Transfer Agreements, from
and after the Effective Date, all of the rights and obligations of Hangson under
the contractual arrangements were transferred to Suoke Clean Energy (Tongchuan)
Co., Ltd. (“Suoke SCE”), a PRC limited liability company and a wholly owned
subsidiary of Wiscon Holdings Limited (“Wiscon”), a Hong Kong company. Wiscon is
a wholly owned subsidiary of Hangson. The Company was made a party to the
Transfer Agreements for the sole purpose of acknowledging the Transfer
Agreements. In effect, Hangson assigned the contractual rights it had with
Suo’ang BST to an indirectly wholly-owned subsidiary, Suoke SCE.
The
contractual arrangements among Hangson, Suo’ang BST and its majority
shareholders were entered into in August 18, 2006 due to certain foreign
ownership restrictions imposed by PRC law. Pursuant to these contractual
arrangements, Hangson provided exclusive technology consulting and other general
business operation services to Suo’ang BST in return for a consulting services
fee equal to Suo’ang BST’s revenue. In addition, Suo’ang BST’s majority
shareholders pledged their equity interests in Suo’ang BST to Hangson,
irrevocably granted Hangson an exclusive option to purchase, to the extent
permitted under PRC law, all or part of their equity interests in Suo’ang BST
and agreed to entrust all the rights to exercise their voting power to
appointee(s) of Hangson. Through these contractual arrangements, the Company,
through Hangson, has been controlling Suo’ang BST’s daily operations and
financial affairs, appointing its senior executives and approving all matters
requiring shareholder approval.
Under
such corporate structure, the ability to transfer funds to and from Suo’ang BST
expeditiously through a foreign currency bank account is necessary for the
running of the Company’s business operations. Under current applicable Chinese
law, only a company that is classified as either a wholly foreign owned
enterprise (“WFOE”) or a
Sino-foreign joint venture may maintain a foreign currency capital bank account.
Because Suoke SCE is wholly owned by Wiscon, a Hong Kong company, Suoke SCE is
deemed a WFOE and may therefore maintain a foreign currency account. The
Transfer Agreements amend the contractual arrangements so that funds are
required to be transferred to and from Suo’ang BST through Suoke SCE’s foreign
currency account and, through Suoke SCE, allow the Company to continue to
control Suo’ang BST and its business operations.
The
contractual arrangements are comprised of a series of five agreements among
Hangson, Suo’ang BST, and Suo’ang BST’s majority shareholders: (1) an exclusive
consulting services agreement, (2) an operating agreement, (3) an equity pledge
agreement, (4) an option agreement, and (5) a proxy agreement. The Transfer
Agreements amend these agreements so that all of the rights and obligations of
Hangson under the contractual arrangements are transferred to Suoke SCE. Thus,
pursuant to the Amendment to Consulting Services Agreement, Suoke SCE now
provides exclusive technology and general business consulting services to
Suo’ang BST in exchange of a consulting fee equivalent to all of Suo’ang BST’s
revenue; pursuant to the Amendment to Equity Pledge Agreement, Suo’ang BST’s
majority shareholders now pledge their equity interests in Suo’ang BST to Suoke
SCE; pursuant to the Agreement to Transfer of Operating Agreement, Suoke SCE now
provides guidance and instructions on Suo’ang BST’s daily operations, financial
management and employment issues; pursuant to the Designation Agreement, Suo’ang
BST’s majority shareholders now entrust all of their rights to exercise
their voting power to the appointee(s) of Suoke SCE; and pursuant to the
Agreement to Transfer of Option Agreement, Suo’ang BST’s majority shareholders
now irrevocably grant Suoke SCE an exclusive option to purchase, to the extent
permitted under PRC law, all or part of their equity interests in Suo’ang
BST.
The
Transfer Agreements and the transfer of the rights and obligations of Hangson
under the contractual arrangements to Suoke SCE comply with applicable PRC law
and do not in any way affect our business operations.
The
foregoing description of the contractual arrangements is qualified in its
entirety by the copies thereof attached as Exhibits 99.1 to 99.5 to the
Company’s current report on Form 8-K filed on October 26, 2006. The foregoing
description of the Transfer Agreements is qualified in its entirety by the
copies thereof attached as Exhibits 99.1 to 99.5 to this current report on Form
8-K.
The
following diagrams illustrate our corporate structure prior to and after the
Transfer Agreements:
Item
9.01 Financial Statements
and Exhibits
|
Exhibit
Number
|
Description
|
|
| 99.1 |
Amendment
to Consulting Services Agreement by and between Hangson and Shaanxi
Suo’ang Biological Science & Technology Co., Ltd. (“Suo’ang BST”)
dated June 30, 2009
|
|
|
99.2
|
Amendment
to Equity Pledge Agreement by and among Hangson, Suo’ang BST and Suo’ang
BST’s Majority Shareholders dated June 30, 2009
|
|
|
99.3
|
Agreement
to Transfer of Operating Agreement among Hangson, Suoke SCE, Suo’ang BST,
Suo’ang BST’s Majority Shareholders and Sino Clean dated June 30,
2009
|
|
|
99.4
|
Designation
Agreement among Hangson, Suoke SCE, Suo’ang BST, Suo’ang BST’s Majority
Shareholders and Sino Clean dated June 30, 2009
|
|
|
99.5
|
Agreement
to Transfer of Option Agreement among Hangson, Suoke SCE, Suo’ang BST,
Suo’ang BST’s Majority Shareholders and Sino Clean dated June 30,
2009
|
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 thereunto
duly authorized.
|
Date: July
7, 2009
|
SINO
CLEAN ENERGY INC.
(Registrant)
|
|
|
By:
|
/s/
Baowen Ren
|
|
|
Baowen
Ren
|
||
|
Director
and Chief Executive Officer
|
||