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 22, 2005
CHINA CABLE AND COMMUNICATION, INC.
(Exact name of registrant as specified in Charter)
Delaware 2-98997-NY 11-2717273
(State or other jurisdiction of (Commission File No.) (IRS Employee
incorporation or organization) Identification No.)
No. 22 Bei Xin Cun Hou Street, Xiang Shan, Haidian District
Beijing 100093, the People's Republic of China
(Address of Principal Executive Offices)
(86) 10-8259 9426
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(Issuer Telephone number)
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 (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17
CFR 240.14a-12(b))
|_| 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))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
As used in this report, "we", "us", "our", "company" or "CCCI" refers to China
Cable and Communication, Inc., a Delaware corporation.
On November 19, 2005, we entered into a Stock Purchase Agreement (the "Purchase
Agreement") with Mr. Chang-ping Mei, a third party independent of the Company's
directors, officers and major shareholder. Pursuant to the Purchase Agreement,
we agreed to acquire the 100% interest in Golden Harvest Yield Limited ("Golden
Harvest"), a company incorporated under the laws of the British Virgin Islands,
from Mr. Mei at a cash consideration of $8 million. Golden Harvest signed an
operating agreement with Beijing Wei Zhong Hospital to operate the hospital for
a term of 15 years starting from January 1, 2002. On August 8, 2005, a business
valuation of the operating agreement was carried out by Beijing Jingjiaxin CPA
Company Limited. The appraised value of the business, based on the discounted
cash flow model is RMB84,164,059 (approximately $10,390,000).
On November 19, 2005, CCCI entered into another Stock Sale Agreement (the "Sale
Agreement") with Mr. Mei. Pursuant to the Sale Agreement, we agreed to sell the
100% interest in Broadway Offshore Limited, a company incorporated under the
laws of the British Virgin Islands at a cash consideration of $8 million. The
cash consideration payable by Mr. Mei was offset against the cash consideration
to be paid by CCCI to Mr. Mei in respect of the Purchase Agreement as mentioned
above. Broadway Offshore Limited owned 49% of the issued and outstanding shares
of capital stock on a fully diluted basis of Baoding Pascali Broadcasting Cable
Television Integrated Information Networking Co., Ltd. (the "Joint Venture").
The Joint Venture is a Sino-Foreign joint venture established in the People's
Republic of China, between Broadway Offshore Limited and Baoding Pascali
Multimedia Transmission Networking Co., Ltd., a Chinese state-owned enterprise.
The Joint Venture operates a cable television network in the municipality of
Baoding, near Beijing in China. The Joint Venture has over 200,000 subscribers
in a market with a population of over 10 million.
Item 2.01 Completion of Acquisition or Disposition of Assets
The closing under the Purchase Agreement and the Sale Agreement with Mr. Mei was
completed on November 19, 2005.
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.
Date: November 22, 2005 CHINA CABLE AND COMMUNICATION, INC.
By: /s/ Hong-Tao Li
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Hong-Tao Li
Director