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CSOL.OB > SEC Filings for CSOL.OB > Form 8-K on 9-Jul-2009All Recent SEC Filings

Show all filings for CHINA SOLAR & CLEAN ENERGY SOLUTIONS, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for CHINA SOLAR & CLEAN ENERGY SOLUTIONS, INC.


9-Jul-2009

Termination of a Material Definitive Agreement, Financ


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:

· 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)

· 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

· 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)



Item 9.01. Financial Statements and Exhibits

(d) Exhibits

The following are filed as exhibits to this report:

Exhibit No.                                  Description
Exhibit 10.1    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.
Exhibit 99.1    Press Release, dated July 9, 2009.


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