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CHINA TELETECH HOLDING INC FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Financial Statements and Exhibits

August 8, 2014



Item 1.01 Entry into a Material Definitive Agreement

On June 30, 2014, China Teletech Holding, Inc. (the "Company") entered into a cooperation agreement (the "Agreement") with Shenzhen Jinke Energy Development Co., Ltd. ("SJD"). Pursuant to the Agreement, the Company will purchase, in an aggregate, 51% of all the assets of SJD, with purchase price to be paid in two installments as follows: (i) the Company will issue to SJD 20 million shares (the "First Stock Issuance") of the Company's common stock, par value $0.01 per share (the "Common Stock") in exchange for the 16% of all the assets of SJD, and (ii) the Company will, upon completion of a financing, purchase the additional 35% of the assets of SJD in consideration of (x) such amount of the shares of Common Stock to be issued to SJD as proportionate to the First Stock Issuance (approximately 43.75 million shares, the "Second Stock Issuance"), or (y) such amount of cash as equivalent to the fair market value of the Second Stock Issuance, in both cases, subject to adjustment based on result of the due diligence.

The Agreement also contains customary representation and warranties of the Company and SJD. The Agreement is filed as Exhibits 10.1 to this Current Report on Form 8-K and such documents are incorporated herein by reference. The foregoing is only a brief description of the material terms of the Agreement and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibits.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. Exhibit No. Description 10.1 Cooperation Agreement, dated as of June 30, 2014, by and among the Company and Shenzhen Jinke Energy Development Co., Ltd..


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Source: Edgar Glimpses


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