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): December 31, 2013
China HGS Real Estate, Inc.
(Exact Name of Registrant as Specified in Charter)
|
Florida |
001-34864 |
33-0961490 |
||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 6 Xinghan Road, 19 th Floor |
| Hanzhong City |
|
Shaanxi Province, PRC 723000 |
| (Address of Principal Executive Offices and Zip Code) |
Registrant’s telephone number, including area code: (86) 091-62622612
Not Applicable
(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 (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ 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 December 31, 2013, Shaanxi Guangsha Investment and Development Group Co., Ltd. (the “Guangsha”), the PRC operating subsidiary of China HGS Real Estate, Inc. (the “Company”), entered into a loan agreement with Mr. Xiaojun Zhu, the CEO, Chairman and major shareholder of the Company (the “Loan Agreement”), pursuant to which Guangsha shall from time to time borrow up to RMB 50 million (approximately US$8.2 million) from Mr. Zhu in order to support the Company’s Liang Shan Road construction project development and the Company’s working capital needs. The Loan Agreement has a one-year term at an interest rate, which is equal to the China RMB loan annual benchmark rate.
The foregoing description does not purport to be a complete statement of the parties’ rights and obligations under the Amendment Agreement or the transaction contemplated thereby or a complete explanation of the material terms thereof. The foregoing description is qualified in its entirety by reference to the Amendment Agreement attached hereto as Exhibit 10.1.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits: |
| No. | Description |
| 10.1 | Loan Agreement by and between Xiaojun Zhu and Shaanxi Guangsha Investment and Development Group Co., Ltd., dated December 31, 2013. |
| 2 |
SIGNATURE
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.
| Dated: January 7, 2014 | China HGS Real Estate, Inc. | |
| By: | /s/Xiaojun Zhu | |
| Name: Xiaojun Zhu | ||
| Title: Chief Executive Officer and Chairman | ||
| 3 |
EXHIBIT INDEX
| No. | Description |
| 10.1 | Loan Agreement by and between Xiaojun Zhu and Shaanxi Guangsha Investment and Development Group Co., Ltd., dated December 31, 2013. |
| 4 |
Exhibit 10.1
Party A: Mr. Xiaojun Zhu
Party B: Shaanxi Guangsha Investment and Development Group Co., Ltd (“the Company”)
Subject: shareholder’s loan
The Company, a subsidiary of China HGS Real Estate Inc., is working with local government on a Liang Shan Road construction project. This project includes relocating residence, constructing road and rebuilding shanty areas in the surrounding area, which requires significant capital investment. To support the project’s development and the Company’s working capital needs, the Company entered into a one-year loan agreement (“RMB Loan Agreement”) with Mr. with Mr. Xiaojun Zhu, the Company’s Chairman and Chief Executive Officer, pursuant to which the Company might, from time to time, borrow up to RMB 50 million (or approximately USD $8.2 million) from Mr. Xiaojun Zhu. The interest rate for the loan was the China RMB loan annual benchmark rate .
This loan agreement has two copies, each party has one copy.
Signed by /s/Xiaojun Zhu
Mr. Xiaojun Zhu
Signed by /s/Xiaojun Zhu
Shaanxi Guangsha Investment and Development Group Co., Ltd
Signed on December 31, 2013