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): November 25, 2008
ZHAOHENG HYDROPOWER COMPANY
(Exact name of registrant as specified in its charter)
| | | |
| Nevada | 000-52786 | 41-1484782 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
F/19, Unit A, JingFengCheng Building
5015 Shennan Road, Shenzhen PRC 518025
(Address of principal executive offices and Zip Code)
(011-86) 755-8207-0966
(Registrant’s telephone number, including area code)
(Former name or former address 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 CFR230.425)
[ ] 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))
EXPLANATORY NOTE
This current report responds to the following items on Form 8-K:
| | Item 1.01 | Entry into a Material Definitive Agreement. |
| | Item 9.01 | Financial Statements and Exhibits. |
As used in this current report and unless otherwise indicated, the terms “our” and the “Company” refer to Zhaoheng Hydropower Company. Reference to “China” means the “People’s Republic of China.” References to “MW” and “KWH” mean megawatt and kilowatt hour, respectively.
| Item 1.01 | Entry into a Material Definitive Agreement. |
General
On November 25, 2008, our subsidiary Shenzhen Zhaoheng Hydropower Co., Ltd. (“Shenzhen”) entered into Equity Transfer Agreements (each, a “Transfer Agreement” and together, the “Transfer Agreements”) with each of Hubei Minyuan Industrial Development Co., Ltd. (“Hubei”) and Shiyan Juhong Power Development Co., Ltd. (“Shiyan”) pursuant to which Shenzhen agreed to acquire 65% and 23% of the equity of Hubei Minyuan Huohe Hydropower Development Co., Ltd. (“Huohe”) from Hubei and Shiyan, respectively. Huohe owns Huohe Cascade II Hydropower Station and Huohe Cascade III Hydropower Station located in Zhushan County of the Hubei Province in China and the development rights to the Huo River.
The Transfer Agreement
The following is a summary of the material terms of each Transfer Agreement, copies of which are annexed hereto as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K.
Transfer Agreement with Hubei
The parties to the Transfer Agreement are Hubei and Shenzhen.
Pursuant to the Transfer Agreement, Shenzhen agreed to pay 13,507,000 Renminbi (“RMB”) to Hubei within 5 days of the registration of the equity transfer with the Industrial and Commercial Administrative Department in exchange for 65% of the shares in Huohe.
Additionally, in connection with the equity transfer, Hubei agreed to loan Shenzhen 8,064,000 RMB (the “Hubei Loan”). The Hubei Loan is due at the end of December 2008 (the “Hubei Due Date”). In the event Shenzhen fails to repay the loan by the Hubei Due Date, the Hubei Loan shall accrue interest at 0.5% per day on the outstanding principal amount. Further, in the event the Hubei Loan is not repaid within 60 days of the Hubei Due Date, the Transfer Agreement will be cancelled. The parties have agreed that the 5,00,000 RMB deposited by Shenzhen on October 21, 2008 as down payment shall be deducted from the Hubei Loan amount.
Transfer Agreement with Shiyan
Pursuant to the Transfer Agreement, Shenzhen agreed to pay 4,779,200 RMB to Shiyan within 5 days of the registration of the equity transfer with the Industrial and Commercial Administrative Department in exchange for 23% of the shares in Huohe.
Additionally, in connection with the equity transfer, Shiyan agreed to loan Shenzhen 2,850,500 RMB (the “Shiyan Loan”). The Shiyan Loan is due at the end of December 2008 (the “Shiyan Due Date”). In the event Shenzhen fails to repay the loan by the Shiyan Due Date, the Shiyan Loan shall accrue interest at 0.5% per day on the outstanding principal amount. Further, in the event the Shiyan Loan is not repaid within 60 days of the Shiyan Due Date, the Transfer Agreement will be cancelled.
About Hubei Minyuan Huohe Hydropower Development Co., Ltd.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| | Exhibit No. | Description |
| | | |
| | 10.1 | Equity Transfer Agreement of Hubei Minyuan Huohe Hydropower Development Co. Ltd. in Zhushan County of Hubei Province, dated as of November 25, 2008, between Hubei and Shenzhen. |
| | 10.2 | Equity Transfer Agreement of Hubei Minyuan Huohe Hydropower Development Co. Ltd. in Zhushan County of Hubei Province, dated as of November 25, 2008, between Shiyan and Shenzhen. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Certified Technologies Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ZHAOHENG HYDROPOWER COMPANY
By: /s/ Guosheng Xu
Name: Guosheng Xu
Title: Chief Executive Officer
Date: December 2, 2008
