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| WATG > SEC Filings for WATG > Form 8-K on 25-Sep-2009 | All Recent SEC Filings |
25-Sep-2009
Entry into a Material Definitive Agreement, Other Events, Financial S
On September 22, 2009, Wonder Auto Technology, Inc.'s (the "Company") indirect wholly owned subsidiary Jinzhou Wanyou Mechanical Parts Co., Ltd. ("Jinzhou Wanyou") entered into a share purchase agreement (the "Agreement") with Winning International Development Limited, a British Virgin Islands corporation ("Winning"). Pursuant to the Agreement, Jinzhou Wanyou purchased 100% of the equity interest in Winning's Subsidiary, Friend Birch Limited, a Hong Kong corporation ("Friend Birch"), thereby indirectly acquiring its wholly owned Chinese Subsidiaries, Jinzhou Jiade Machinery Co., Ltd. and Jinzhou Lida Auto Parts Co., Ltd., which are engaged in designing, manufacturing and selling gas spring shafts and other thin mechanical shafts products, automotive springs and gas spring. As part of the transaction, Jinzhou Wanyou also acquired all proprietary technology of Friend Birch's rods and shafts technology center in Brazil ("Proprietary Technology").
The total purchase price (the "Purchase Price") to be paid by Jinzhou Wanyou under this agreement is $12,000,000. Jinzhou Wanyou must pay $8,000,000 of the Purchase Price within one month after the signing of the Agreement and has two months from the date of the Agreement to conduct investigation and inspection of the Proprietary Technology. If satisfied with the results of its investigation, Jinzhou Wanyou must pay the remaining $4,000,000 million within 10 days communicating its satisfaction with the results. Under the Agreement, Winning is entitled to receive within two months after completion of the 2009 fiscal year all profits of Friend Birch generated from its operations before June 30, 2009. The parties have agreed to cooperate in connection with obtaining PRC government approval of the acquisition.
The description of the Agreement in this current report is a summary only and is qualified in its entirety by the terms of the Agreement, a copy of which is attached hereto as exhibit 10.1 and is hereby incorporated by reference.
On September 23, 2009, the Company issued a press release announcing its acquisition of Friend Birch. A copy of the press release, which the Company is furnishing to the Securities and Exchange Commission, is attached as Exhibit 99.1 and incorporated by reference herein.
(c) Exhibits
Exhibit Number Description of Exhibit
10.1 Share Purchase Agreement, dated as of September 22, 2009, by and
between Jinzhou Wanyou Mechanical Parts Co., Ltd. and Winning
International Development Limited.
99.1 Press Release, dated September 23, 2009
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