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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 17, 2004
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CHINA ENERGY SAVINGS TECHNOLOGY, INC.
(Exact name of registrant as specified in Charter)
NEVADA 000-31047 86-0995730
(State or other jurisdiction of (Commission File No.) (IRS Employee
incorporation or organization) Identification No.)
Central Plaza
18 Harbour Road
Suite 3203A
32nd Floor
Hong Kong
China
(Address of Principal Executive Offices)
852-2588-1228
Issuer Telephone number)
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ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On November 17, 2004, China Energy Savings Technology, Inc., a Nevada
corporation (Registrant), completed an acquisition of an additional 15% interest
(the "Acquisition") in Starway Management Limited, a British Virgin Islands
corporation ("Starway"). Prior to the Acquisition, the Registrant owned 50% of
the outstanding shares of capital stock of Starway. After the Acquisition, the
Registrant will own a total of 65% of the outstanding shares of capital stock of
Starway. The Registrant acquired the additional 15% interest in Starway from
Eurofaith Holdings, Inc., a British Virgin Islands corporation ("Eurofaith").
The sole director of Eurofaith is also a director and Corporate Secretary of the
Registrant.
The Registrant acquired the 15% interest in Starway by issuing a total of
3,346,100 shares of common stock of the Registrant. The amount of consideration
given by the Registrant for the Acquisition was determined with reference to the
acquisition of shares of Starway capital stock as reported in the Registrant's
Current Report on Form 8-K filed on June 30, 2004. The closing of the
Acquisition (the "Closing") occurred on November 17, 2004 (the "Closing Date").
The sole consideration for the Acquisition is common stock of the Registrant.
A copy of the definitive agreement and a press release regarding this
Acquisition is attached as an exhibit hereto.
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITIONS
On November 16, 2004, the Registrant announced its results for its fourth
quarter ended September 30, 2004. A copy of the press release is attached as an
exhibit.
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES
The Registrant issued 3,346,100 shares of common stock to Eurofaith which
represented that it is an accredited investors as part of the Acquisition. SEE,
Item 2.01 above. This transaction was effected under Rule 506 promulgated under
Section 4(2) of the Securities Act of 1933, as amended. The recipient of the
securities in the above-described transaction represented their intention to
acquire the securities for investment only and not with a view to or for sale in
connection with any distribution thereof and appropriate legends were affixed to
the share certificate and other instruments issued in such transaction.
ITEM 9.01. FINANCIAL STATEMENT AND EXHIBITS.
Exhibit
Number Description
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10.1 Agreement and Plan of Share Exchange dated as of November 16, 2004
by and among China Energy Savings Technology, Inc. and Eurofaith
Holdings, Inc.
99.1 Press Release
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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 ENERGY SAVINGS TECHNOLOGY, INC.
By: /s/ Sun Li
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Sun Li
CEO
Dated: November 17, 2004
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