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): February 27, 2019

 

SMARTHEAT INC.

(Exact name of registrant as specified in its charter)

 

Nevada

 

001-34246

 

98-0514768

(State or other Jurisdiction of Incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

  60 East Ren-Min Road
Da-Chai Dan Town
Xai Xi County, Qing Hai Province

 

8100000

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (86) 097-782-8122

 

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:

 

☐

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))

 

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§240.12b-2 of this chapter)

 

Emerging growth company ☐.

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 
 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On February 25, 2019, Smartheat Inc. filed an Amendment to its Articles of Incorporation, (the “Amendment”) reflecting an increase of it authorized shares of common stock, par value $.001 per share, from 75,000,000 shares to 500,000,000 shares, effective on February 27, 2019.

 

This summary is qualified in its entirety by reference to the Amendment, copies of which are attached hereto as Exhibit 3.04, respectively, and are incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

(d)           Exhibits

 

Exhibit

Description

3.04

Certificate of Amendment to Articles of Incorporation, filed February 25, 2019, effective February 27, 2019

 

 

 

 

 

 
 

 

 

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.

 

 

SMARTHEAT INC.

 

(Registrant)

 

 

Date:

March 4, 2019

 

By:

/s/ Jimin Zhang

 

 

Name:

 Mr. Jimin Zhang

 

Title:

Chief Executive Officer

 

 

 

 

 

 

EXHIBIT 3.04

   

BARBARA K. CEGAVSKE

Secretary of State

202 North Carson Street

Carson City, Nevada 89701-4201

(775) 684-5708

Website: www.nvsos.gov

 

 Filed in the office of

Barbara K. Cegavske

Secretary of State

State of Nevada

 Document Number

  20190083602-31

 

 Filing Date and Time

  02/26/2019 9:22 AM

 

 Entity Number

  E0579092006-7

 

 

Certificate of Amendment

(PURSUANT TO NRS 78.385 AND 78.390)

 

 

USE BLACK INK ONLY • DO NOT HIGHLIGHT

ABOVE SPACE IS FOR OFFICE USE ONLY

 

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 – After Issuance of Stock)

 

1. 

Name of corporation:

 

Smartheat Inc.

 

2. 

The articles have been amended as follows: (provide article numbers, if available)

 

Article 4 shall be deleted in its entirety and replace with the following:

 

“Fourth. That the total number of stock authorized that may be issued by the Corporation is Five Hundred Million (500,000,000) shares of Common stock with a par value of one hundredth of one cent ($0.001) per share and no other class of stock shall be authorized. Said shares may be issued by the corporation from time to time for such considerations as may he fixed by the Board of Directors.”

 

3. 

The vote by which the stockholders holding share in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is:                4,850,800            

 

4.

Effective date and time of filing: (optional)               Date:          02/27/2019                         Time:          9:00 am               

(must not be later than 90 days after the certificate is filed)

 

5.

Signature: (required)

 

 

X

 

Signature of Officer

 

 

*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote. In addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.

 

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

 

This form must be accompanied by appropriate fees.

Nevada Secretary of State Amend Profit-After

 

Revised: 1-5-15