UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC   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):  February 10, 2010

 

ORIENT PAPER, INC.

(Exact Name of Registrant as Specified in Charter)

 

Nevada   001-34577   20-4158835  
(State or Other Jurisdiction   (Commission File Number)   (IRS Employer  
of Incorporation)       Identification No.)  
 

 

Nansan Gongli, Nanhuan Road

Xushui County, Baoding City

Hebei Province, The People’s Republic of China 072550

(Address of Principal Executive Offices)

 

Registrant's telephone number, including area code:   011 - (86) 312-8605508  

 

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):

 

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

 

The information set forth in Item 1.02 below is incorporated herein by reference in its entirety.

 

Item 1.02

Termination of a Material Definitive Agreement

 

On June 24, 2009, Orient Paper, Inc.’s (the “Company”) indirect wholly-owned foreign subsidiary, Baoding Shengde Paper Co., Ltd. (“Baoding Shengde”) entered into a loan agreement with Zhenyong Liu, Shuangxi Zhao, and Xiaodong Liu (collectively, the “Shareholders”), the shareholders of the Company’s PRC operating entity, Heibei Baoding Orient Paper Milling Company Limited (“HBOP”). The loan agreement provided that Baoding Shengde will make a loan in the aggregate principal amount of $10,000,000 to the Shareholders, each Shareholder receiving a share of the loan proceeds proportional to its shareholding in HBOP, and in exchange each Shareholder agreed to contribute all of its proceeds from the loan to the registered capital of HBOP in order to meet the registered capital requirements for HBOP. The loan was repayable at the option of Baoding Shengde either in cash or by other means as to be decided by Baoding Shengde and did not bear interest and had a term of 10 years.

 

Due to foreign exchange restrictions under the current foreign exchange laws in China, Baoding Shengde was not able to convert foreign currency to Renminbi to fulfill its obligations under the aforementioned loan agreement. Therefore, on February 10, 2010, Baoding Shengde and each of Shareholders entered into a Termination of Loan Agreement to terminate the aforementioned loan agreement without any liability to any of the parties.

 

Also on February 10, 2010, Baoding Shengde, HBOP and each of Shareholders entered into an Amendment to the Call Option Agreement and an Amendment to the Share Pledge Agreement, both originally dated June 24, 2009, to remove references to the aforementioned loan agreement. In addition, the original share pledge agreement was amended to provide that, Baoding Shengde, as pledgee, will be entitled to dispose of the pledged assets in the event that any of the Shareholders or HBOP fails to pay exclusive technology consulting service fee in accordance with that certain Exclusive Technology and Business Consulting Services Agreement, dated June 24, 2009, or fails to perform such party’s other obligations under the Principal Agreement (as defined therein). To correct a clerical error, the Amendment to the Call Option Agreement also added Baoding Shengde as a party and signatory to the Call Option Agreement.

 

The foregoing summaries of the Termination of Loan Agreement, the Amendment to Call Option Agreement and the Amendment to Share Pledge Agreement are qualified in their entirety by reference to the actual Termination of Loan Agreement, the Amendment to Call Option Agreement and the Amendment to Share Pledge Agreement which are filed as exhibits 10.1, 10.2, and 10.3, respectively, hereto.

 

Item 9.01   Financial Statements and Exhibits.

(d) Exhibits.

 

10.1

10.2

10.3

Termination of Loan Agreement, dated February 10, 2010

Amendment to Call Option Agreement, dated February 10, 2010

Amendment to Share Pledge Agreement, dated February 10, 2010

 

 

 

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 hereunto duly authorized.

 

 

Date: February 11 , 2010

 

 

 

ORIENT PAPER, INC.

 

 

 

 

By:  

/s/ Zhenyong Liu

 

Zhenyong Liu

 

Chief Executive Officer

 

TERMINATION AGREEMENT OF LOAN AGREEMENT

 

This Termination agreement of Loan Agreement (the “Agreement”) is entered into in Baoding as of February 10, 2010 by the following parties.

 

Party A: Baoding Shengde Paper Co., Ltd

 

Registration Address: Nanwaihuan Road, Xushui County, Hebei Province, China

 

Party B: Liu Zhenyong

ID:13062519630822311X

Address:Liuzhuang, Cuizhuang Town, Xushui County, Hebei Province

 

Party C: Zhao Shuangxi

ID:13242319640606005X

Address:Hujiaying, Liucun Town, Xushui County, Hebei Province

 

Party D: Liu Xiaodong

ID:132423197408117114

Address:#113, No 268, Chaoyang South Avenue, Xinshi District, Baoding City, Hebei Province

 

Party A, B, C and D are referred to as “each party” and “parties” collectively.

 

The Parties have entered into Loan Agreement on the June 24 th , 2009. The parties hereby agree to terminate the Loan Agreement and none of the parties shall be held liable to the other parties.

 

[No text below]

 

[Signature Page]

 

Party A: Baoding Shengde Paper Co., Ltd

(seal)

 

Signature: /s/Liu Zhenyong

Name: Liu Zhenyong

Legal Representative/Authorized Representative

 

Party B: Liu Zhenyong

Signature: /s/Liu Zhenyong

 

Party C : Zhao Shuangxi

Signature : /s/Zhao Shuangxi

 

Party D: Liu Xiaodong

Signature : /s/Liu Xiaodong

 

Call Option Agreement

Amendment

 

This Amendment (the “Agreement”) is made by the following parties in Baoding, the People’s Republic of China (“China”) ,on February 10, 2010.

 

1.

Liu Zhenyong

ID:13062519630822311X

Address:Liuzhuang, Cuizhuang Town, Xushui County, Baoding City, China (“Party A”)

 

2.

Zhao Shuangxi

ID:13242319640606005X

Address:Hujiaying, Liucun Town, Xushui County, Baoding City, China (“Party B”)

 

3.

Liu Xiaodong

ID:132423197408117114

Address:#113, No 268, Chaoyang South Avenue, Xinshi District, Baoding City, China (“Party C”)

 

AND

 

4. Hebei Baoding Orient Paper Milling Co., Ltd, a liability limited company incorporated in Baoding whose registered offices are located at Wuji Village, Xushui County,Hebei Province, China (“Orient Paper”)

 

5. Baoding Shengde Paper Co., Ltd, a liability limited company incorporated in Nanwaihuan Road, Xushui County, Hebei Province, China (“Shengde Paper”)

 

Orient Paper, Shengde Paper, Party A, Party B and Party C are hereinafter collectively referred to as the “PARTIES” and individually as a “PARTY”)

 

The Parties have entered into Call Option Agreement on June 24 th , 2009. Due to a clerical error, Shengde Paper was left out as a party and signatory to the Call Option Agreement. The parties hereby agree to amend the Call Option Agreement by (i) including Shengde Paper as a Party and signatory, and (ii) deleting the definition “Loan Agreement” from article 1 of the Call Option Agreement.

 

The Call Option Agreement, as amended hereby, shall remain in full force and effect.

 

[No text below]

 

[Signature Page]

 

 

Liu Zhenyong

 

Signature:/s/Liu Zhenyong

 

Zhao Shuangxi

 

Signature:/s/Zhao Shuangxi

 

 

Liu Xiaodong

 

Signature: /s/Liu Xiaodong

 

Hebei Baoding Orient Paper Milling Co., Ltd

(seal)

 

Signature:/s/Liu Zhenyong

Name:Liu Zhenyong

Legal Representative/Authorized Representative

 

 

Baoding Shengde Paper Co., Ltd

(seal)

 

Signature:/s/Liu Zhenyong

Name:Liu Zhenyong

Legal Representative/Authorized Representative

 

SHARE PLEDGE AGREEMENT

Amendment

 

This Amendment to Share Pledge Agreement (hereinafter “this Agreement”) is entered into in Baoding on the day of February 10, 2010 by the following parties:

 

Party A:Baoding Shengde Paper Co. Ltd(hereafter referred to as“Pledgee”)

Address:Nanwaihuan Road, Xushui County, Hebei Province, China

 

Party B:(hereafter referred to as “Pledgor”)

 

Liu Zhenyong

ID:13062519630822311X

Address:Liuzhuang, Cuizhuang Town, Xushui County, Hebei Province

 

Zhao Shuangxi

ID:13242319640606005X

Address:Hujiaying, Liucun Town, Xushui County, Hebei Province

 

Liu Xiaodong

ID:132423197408117114

Address:#113, No 268, Chaoyang South Avenue, Xinshi District, Baoding City, Hebei Province

 

Party C: Hebei Baoding Orient Paper Milling Co., Ltd

Address:Wuji Village, Xushui County,Hebei Province, China

 

The Parties have entered into Share Pledge Agreement on June 24 th , 2009. The parties hereby agree to amend the Share Pledge Agreement as follows:

 

1.             All references to “Loan Agreement” in Whereas Clause 4 and article 1.3 of the Share Pledge Agreement are hereby deleted.

 

2.             Article 3.2 is hereby amended in its entirety to read as follows:

During the term of the Pledge, the Pledgee shall be entitled to dispose of the pledged

 

 

 

assets in accordance with this Agreement in the event that Pledgor or Hebei Baoding Orient Paper Milling Co., Ltd fails to pay exclusive technology consulting service fee in accordance with the Exclusive Technology and Business Consulting Services Agreement or fails to perform such Party’s other obligation under the Principal Agreement.

 

3.             Article 8.4 is hereby amended by deleting the words “under the Loan Agreement” from the second line.

 

The Share Pledge Agreement, as amended hereby, shall remain in full force and effect.

 

[No text below]

 

 

[Signature Page]

 

 

Baoding Shengde Paper Co., Ltd

(seal)

 

Signature:/s/Liu Zhenyong

Name:Liu Zhenyong

Legal Representative/Authorized Representative

 

Liu Zhenyong

 

Signature:/s/Liu Zhenyong

 

Zhao Shuangxi

 

Signature:/s/Zhao Shuangxi

 

Liu Xiaodong

 

Signature:/s/Liu Xiaodong

 

Hebei Baoding Orient Paper Milling Co., Ltd

(seal)

 

Signature:/s/Liu Zhenyong

Name:Liu Zhenyong

Legal Representative/Authorized Representative