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 15, 2013 |
||||
ASIA PACIFIC BOILER CORPORATION |
|||||
(Exact name of registrant as specified in its charter) |
|||||
Nevada |
333-176312 |
N/A |
|||
(State or other jurisdiction of incorporation)
|
(Commission File Number) |
(IRS Employer Identification No.) |
|||
Unit 10 & 11, 26th Floor, Lippo Centre, Tower 2 89 Queensway Admiralty, Hong Kong 77057 |
|||||
(Address of principal executive offices) |
(Zip Code) |
||||
Registrant’s telephone number, including area code |
+852-3875-3362 |
||||
N/A |
|||||
(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:
¨ 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 8.01 |
Other Items |
Effective February 14, 2014, Asia Pacific Boilier Corporation (“we”, “us”, “our”, the “Company”) entered into a letter of intent (the “LOI”) with Million Place Investments Limited, (" Million Place ”) , Inner Mongolia Yulong Pump Production Co. Ltd. (“Yulong Pump”), a People’s Republic of China (“PRC”) corporation, and Hohhot Devotion Boiler General Company Private Limited (“Devotion Boiler”), a PRC corporation, regarding the potential acquisition by our Company of all of the issued and outstanding shares of Million Place. Million Place is a British Virgin Islands corporation which is seeking to acquire up to 51% of the outstanding securities of Yulong Pump, a PRC company. Meanwhile, Yulong Pump has entered into a commitment for the acquisition of Devotion Boiler, also a PRC company. Yulong Pump and Devotion Boiler are engaged in the design, production and sale of industrial steam and hot water boilers, primarily in the Inner Mongolia Autonomous Region of the PRC. To date Million Place has acquired 49% of Yulong Pump and holds an option to acquire an additional 2%.
Our sole Director, John Gong Chin Ong, is the controlling shareholder, principal officer, and a director of Million Place. Mr. Qin Xiu San, our president, is the majority shareholder, principal officer and a Director of Devotion Boiler. Both John Gong Chin Ong and Qin Xiu San are affiliated shareholders and principals of Yulong Pump.
The LOI does not obligate our Company or the other parties to complete the proposed transaction, but imposes a mandatory due diligence period and standstill through March 31, 2014. Prior to March 31, 2014 the parties may give notice of satisfactory due diligence and their intention to negotiate a definitive agreement.
Exhibit 10.1
ASIA PACIFIC
BOILER CORPORATION
Unit 10 & 11, 26th Floor, Lippo Centre,
Tower 2,
89 Queensway Admiralty, Hong Kong
February 14, 2014
Million Place Investments Limited
c/o Unit 10 & 11, 26th Floor, Lippo Centre, Tower 2,
89 Queensway Admiralty, Hong Kong
Inner Mongolia Yulong Pump Production Co. Ltd.
No 3 ,Industrial Road, Ke’ Zhen’
Wuchuan County, Hohhot City
PRC
Attention : Gong Chin Ong
Hohhot Devotion Boiler General Company Private Limited
No4, Shui Quan Cun, Ha La He Shao Village
Wu Chuan County, Inner Mongolia
PRC
Attention : Qin Xiu San
Dear Sirs:
Re: Letter of Intent
This Letter of Intent (" LOI ") confirms the mutual intention of Asia Pacific Boiler Corporation (" APB ") , a Nevada corporation, Million Place Investments Limited, (" MPI ") , a British Virgin Islands corporation, Inner Mongolia Yulong Pump Production Co. Ltd. (“ Yulong Pump ”), a People’s Republic of China (“ PRC ”) corporation, and Hohhot Devotion Boiler General Company Private Limited (“ Devotion Boiler ”), a PRC corporation ( each a “ Party ” and collectively, the " Parties ") to enter into negotiations regarding the acquisition by APB of all of the issued and outstanding shares of MPI (the " Transaction "). This letter is not intended to create legally binding obligations except as set out in sections 2, 4, 5, 6, 7, and 8 below but will serve as the basis for negotiating a definitive agreement leading to the completion of the Transaction.
1.2 Acquisition of Subsidiaries : Whereas MPI is the direct and beneficial owner of 49% of the issued and outstanding securities of Yulong Pump, the definitive agreement under which the parties will agree to carry out the Transaction (the " Definitive Agreement ") will contemplate the acquisition by MPI, either prior to, or concurrent with, the closing of the Transaction (the “ Closing ”), of an option to acquire not less than 51% of the issued and outstanding capital stock of Yulong Pump. Additionally, the Definitive Agreement will contemplate the acquisition by Yulong Pump, within six (6) months of the Closing, of 100% of Devotion Boiler.
1.3 Terms and Conditions : The Definitive Agreement will contain provisions that are customary for a transaction of this nature, and will include (but not be limited to) representations and warranties of each APB, MPI, the shareholders of MPI. The closing conditions in favour of the Parties will include, without limitation, the following:
2
The Parties will work diligently during this period but recognize that regulatory and other market delays may require adjustments to this timetable.
Once the Parties have signed this letter, each Party will give the other full access to all of its (i) books, records, business plans, financial and operating data and all other information; (ii) assets and operations; and (iii) personnel.
In the event that the Parties do not notify each other in writing prior to 5:00 p.m. (Hong Kong time) on March 31, 2014 (or such later date as the parties may mutually agree upon) that the results of their investigations are satisfactory and they are willing to negotiate and enter into the Definitive Agreement, this letter agreement will terminate and be of no further force or effect.
Upon the satisfactory completion of diligence by the Parties in accordance with above Section 2, the Parties will negotiate the terms of the Definitive Agreement, acting reasonably and in good faith, with a view to executing the agreement on or before May 15, 2014.
During the period from the satisfactory completion of diligence until this letter agreement is either superseded by the Definitive Agreement or terminated pursuant to section 2, each of MPI, Yulong Pump, and Devotion Boiler agrees that it will:
No Party will make any announcement, issue any press release or otherwise disclose the existence of this letter, without the prior written consent of the other Party. MPI, Yulong Pump, and Devotion Boiler acknowledge that, as a reporting issuer, APB will be required to make public disclosure regarding this LOI and the Transaction.
3
Subject to above Section 6, each Party agrees to keep the existence and the terms of this LOI confidential and will not make any disclosure except where disclosure is required by law. In addition, each Party agrees that any information provided to the other in connection with the negotiation and entering into of the Definitive Agreement for the Transaction will be maintained in confidence, will not be disclosed to any other Party, other than each Party’s respective professional advisors, except where disclosure is compelled by applicable law and will not be used by the Party for any purpose other than the evaluation and completion of the Transaction. Each Party will ensure that its respective officers, directors, employees and consultants will agree to maintain all information in connection with this Letter of Intent and the business combination transactions confidential. All obligations regarding confidentiality will survive termination of this LOI.
This letter will be governed by and construed in accordance with the laws of the State of Nevada. APB, MPI, Yulong Pump, and Devotion Boiler hereby submit to the jurisdiction of the State of Nevada with respect to any matters arising out of this letter.
Upon the written confirmation of the general terms and conditions set out in this letter by the Parties, Sections 2, 4, 5, 6, 7, and 8 of this LOI will be binding on the Parties. Sections 1 and 3 of this Agreement will constitute a non-legally binding provisions and will not impose upon the parties any obligation to consummate the Transaction.
If you are in agreement with the foregoing, please confirm that this letter accurately sets forth your understanding of the terms of the proposed Transaction and the other matters set forth herein, by signing a copy of this letter below and returning it to us prior to 5:00 p.m. (Hong Kong time) on February 14, 2014 failing which this letter will be null and void.
This letter may be executed in any number of counterparts, each of when executed and delivered (including by way of facsimile) is an original but all of which taken together will constitute one and the same instrument.
We look forward to working together.
Yours very truly,
ASIA PACIFIC BOILER CORPORATION
Per: /s/ Qin Xiu San Qin Xiu Shan Its: President |
|
|
4
THIS LETTER OF INTENT is hereby accepted on the terms and conditions set forth herein this 14 day of February, 2014:
Million Place Investments Limited. |
Per: John Gong Chin Ong Authorized Signatory |
INNER MONGOLIA YULONG PUMP PRODUCTION CO. LTD. |
Per: /s/ Qin Xiu Shan Authorized Signatory
|
HOHHOT DEVOTION BOILER GENERAL COMPANY PRIVATE LIMITED |
Per: Authorized Signatory Authorized Signatory |
5