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): January 4, 2013 (December 28, 2012)
CHINA SHEN ZHOU MINING & RESOURCES, INC.
(Exact name of registrant as specified in its charter)
| Nevada | | 001-33929 | | 87-0430816 |
| (State of Incorporation) | | (Commission File No.) | | (IRS Employer ID Number) |
No. 166 Fushi Road Zeyang Tower, Shijingshan District, Beijing, China 100043
(Address of principal executive offices)
86-010-8890-6927
(Registrant’s telephone number, including area code)
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 (17CFR 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 28, 2012, China Shen Zhou Mining & Resources, Inc. (the “Company”) entered into an supplementary agreement (the “Supplement”) to that certain Equity Transfer Agreement (the “ETA”), dated as of January 13, 2011 (previously filed by the Company on a Current Report on Form 8-K dated January 14, 2011.
Pursuant to the terms of the Supplement, Mr. Jia Xiangfu and Ms. Chen Qiaoling, collectively referred to as “Party A” therein, waived their preferential claim to any profits on ores above 500,000 tons of Xinyi Fluorite Company Limited for cash consideration of around USD 4.8 million from Xingzhen Mining Co. Ltd, a subsidiary of the Company. After execution of the Supplement, all stake holders’ claims to Xinyi’s profit will be solely based on their equity share of Xinyi.
A form of the Supplement is filed as Exhibits 10.1 to this Current Report on Form 8-K. The foregoing summaries of the terms of these documents are subject to, and qualified in their entirety by, such document attached hereto, which is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| | Exhibit No. | | Description |
| | | | |
| | 10.1 | | Supplementary Agreement dated December 28, 2012 |
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.
| | China Shen Zhou Mining & Resources, Inc. | |
| | | |
| Dated: January 4, 2013 | By: | /s/ Xiaojing Yu | |
| | Name: | Xiaojing Yu | |
| | Title: | Chief Executive Officer | |
