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): June 13, 2000
ASIA SUPERNET CORPORATION
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(Exact name of registrant as specified in its charter)
Colorado 000-7619 93-0636333
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
1700 Lincoln Street, Suite 3200, Denver, Colorado 80203
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(Address of principal executive offices) (Zip Code)
(303) 860-1700
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(Registrant's telephone number, including area code)
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Item 1. CHANGES IN CONTROL
On June 13, 2000, Asia SuperNet Corporation (ASUP or the Company) issued
106,683,429 shares of its common stock under the terms of an agreement dated May
31, 2000, with the shareholders of ChinaNet Communications, Ltd., a Hong Kong
corporation (ChinaNet), to acquire all issued and outstanding common shares of
ChinaNet for a consideration of US$186,696,000, determined through a third-party
valuation performed by American Appraisal Associates, Inc. The 106,683,429
shares were issued based on a share price of $1.75, in exchange for 100% of the
outstanding shares of ChinaNet, subject to applicable regulatory and corporate
compliance. Prior to the issuance of the shares, ASUP had 1,185,209 shares of
common stock outstanding. As a result, the former shareholders of ChinaNet own
98.9% of the common stock outstanding of ASUP after the issuance of the
106,683,429 shares.
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 13, 2000, Asia SuperNet Corporation (ASUP or the Company) issued
106,683,429 shares of its common stock under the terms of an agreement dated May
31, 2000, with the shareholders of ChinaNet Communications, Ltd., a Hong Kong
corporation (ChinaNet), to acquire all issued and outstanding common shares of
ChinaNet for a consideration of US$186,696,000, determined through a third-party
valuation performed by American Appraisal Associates, Inc. The 106,683,429
shares were issued based on a share price of $1.75, in exchange for 100% of the
outstanding shares of ChinaNet, subject to applicable regulatory and corporate
compliance. The 106,683,429 common shares of ASUP were issued to WEBEXPRESS CO.
LTD., Liu Ming Hui, Liu Ming Xing and Zhao Jianyie.
The total number of members of the board of directors has been increased from
two to four. Two of the ChinaNet shareholders have been appointed to the Board
of Directors: Liu Ming Hui and Zhao Jianyie.
ChinaNet has researched, developed and intends to manufacture and market a
handheld personal digital assistant (PDA) which has been designed to function
through China's existing pager network infrastructure. ChinaNet's goal is to
convert a market of approximately 80 million traditional pager customers in
China. A base station receives messages from the PDA and sends the messages to
the Management Control Center (MCC) through a local digital data network. The
MCC is interconnected with the base station, paging operators and content
providers. The information requested by the PDA owner is broadcast through the
paging network. The processing of each command is accomplished through the use
of proprietary software, which receives the requests and responds as needed.
ChinaNet has developed a unique system to manage and process this data. Patents
for the PDA and base station technology in China and a copyright for the MCC
software in China are pending.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired:
Audited financial statements of ChinaNet Communications Ltd. will be filed by
amendment within 75 days of the reportable transaction.
(b) Pro forma financial information.
Unaudited pro forma condensed consolidated financial statements will be filed by
amendment.
(c) Exhibits.
Exhibit Description
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10.1 Stock Purchase Agreement between the Company and WEBEXPRESS CO.
LTD., a shareholder of ChinaNet Communications Ltd., dated May
25, 2000 (1)
10.2 Stock Purchase Agreement between the Company and Liu Ming Hui,
Liu Ming Xing and Zhao Jianyie, shareholders of ChinaNet
Communications Ltd., dated May 25, 2000 (1)
(1) To be filed by amendment
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.
ASIA SUPERNET CORPORATION
Dated: June 28, 2000 By: /s/ Robert H. Trapp
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Robert H. Trapp
Secretary and Treasurer
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