- Current report filing (8-K)
20 Dezembro 2012 - 9:03AM
Edgar (US Regulatory)
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: December 15, 2012
W&E Source Corp.
(Exact name
of registrant as specified in its charter)
Delaware
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000-52276
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98-0471083
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(State or other jurisdiction of
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(Commission File Number)
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(IRS Employer Identification
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incorporation)
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Number)
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Delaware Intercorp, Inc., 113 Barksdale Professional
Center
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Newark, Delaware
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19711
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(Address of principal executive offices)
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(Zip Code)
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Registrants Telephone Number, including area code: (450)
443-1153
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 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 15, 2012, Airchin Travel (Beijing) Inc., a wholly
owned subsidiary of W&E Source Corp. (the Company), entered into the Share
Purchase Agreement (the Agreement) with Mr. Wu Hao (the Seller), a majoirty
shareholder of Chengdu Baopiao Internet Co., Ltd. (Baopiao), to acquire part
of his ownership in Baopiao which equals 51% of all issued and outstanding stock
of Baopiao (the Shares).
Under the terms of the Agreement, the Company will acquire 51%
of total registered equity of Baopiao. The total registered capital of Baopiao
is RMB5,000,000 (approximately US$802,000) and the Shares purchased by the
Company has a registered capital value of RMB2,550,000 (approximately
US$410,000).
The Company will pay for the aggregate purchase price of RMB
2,550,000 for the Shares in cash and by assuming the Sellers debt to Baopiao in
the amount of RMB1,800,000 (approximately US$289,000) (the Debt). According to
the terms of the Agreement, the Company will assume the Debt upon execution of
the Agreement and pay the Seller the remaining RMB750,000 of the purchase price
within 20 days from the execution of the Agreement. Also at execution, the
Company will paid Baopiao RMB200,000 as repayment of the Debt and satisfy the
remaining Debt of RMB1,600,000 within 20 day from the execution of the
Agreement.
Also pursuant to the Agreement, the Seller will provided
guaranties that other than the information including financial statements
provided to the Company, Baopiao does not have any other debts, and no third
party has any rights or liens on the assets of Baopiao. The Seller and Baopiao
will also indemnify the Company against any damages, liabilities, losses and
expenses which the Company may sustain or suffer due to any breach of the
guaranties made by the Seller or Baopiao.
Baopiao has obtained the necessary shareholder approval for the
transfer of the Shares and will register the transfer of the Shares with the
applicable State Administration for Industry and Commerce within three days from
the date of the Agreement.
In connection with the Agreement, the Company also entered into
an agreement with the Seller and Baopiao that as an incentive for the management
team of Baopiao, the Company will reserve up to 26 million shares of its common
stock for issuance to the Baopiao employees upon achievement of certain
milestones over the next three years.
Financial information about Baopiao and pro forma financial
information will be filed by amendment to this Form 8-K.
Item 3.02 Unregistered Sale of Equity Securities
As described in more detail in
Item 1.01 of this Report on Form 8-K, on December 15, 2012, the Company entered
into an agreement with the Seller and Baopiao to reserve for issuance 26 million
shares of its common stock as incentive shares for the employees of Baopiao. The
issuance for the shares of Common Stock described in the preceding sentence will
be exempt from registration under the Securities Act of 1933 (the Act) by
reason of the exemption provided by Section 4(2) of the Act for a transaction
not involving a public offering.
SIGNATURE
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 duly authorized.
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W&E Source Corp.
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By:
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/s/
Hong Ba
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Hong Ba, Chief Executive Officer
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Date: December 20, 2012
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