UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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 20,
2008
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CHINA
HOLDINGS, INC.
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(Exact
name of registrant as specified in its charter)
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Nevada
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(State
or Other Jurisdiction of
Incorporation)
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333-119034
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98-0432681
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(Commission
File Number)
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(IRS
Employer Identification No.)
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101
Convention Center Drive, Suite 700
Las
Vegas, Nevada
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89109
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Julianna
Lu, BSc. MSc.
Chief
Executive Officer
101
Convention Center Drive, Suite 700, Las Vegas, NV
89109-2001
(Address
of principal executive offices) (Zip Code)
8E-C2,
Global Trade Mansion, No.9A, GuangHua Road, Chaovang District,
Beijing
PR China 100020
Issuer’s
telephone Number:
86-10-6586-4790
Mailing
Address
Suite
601 - 110 DaiYouBeiLi, HaiDian District, Beijing PR China
100091
Issuer’s
telephone Number:
86-10-6586-4790
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:
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
1.01
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Entry
into a Material Definitive
Agreement.
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On
November 19, 2008, the Board of Directors of both
China
Holdings, Inc. and its’ controlled subsidiary: China Power, Inc. ( together ( “
the Company”) have agreed to file China Power, Inc.’s Form S-1 Registration
Statement with
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION in 2009 as an IPO (“ Initial Public Offering”) legal
processing and IPO
Prospectus
.
On
November 19, 2008, the Board of Directors of both
China
Holdings, Inc. and its’ controlled subsidiary: China Power, Inc. have also
agreed to issue a 3% - 4% stocks dividends of China Power, Inc. to all
stockholders of China Holdings, Inc. China Power’s 3% - 4% stocks dividends
issurance date will be the date when China Power, Inc. is going to file with
SEC
Form S1 registration statement in 2009. The Company will issue a public press
release and file with SEC Form 8-K for China Power’s 3% - 4% stocks dividends
issurrance
in 2009.
China
Power, Inc.
, a
controlled subsidiary of China Holdings, Inc., intends to capture China's
growing energy, renewable energy, and environment protection projects
domestically and worldwide. China Power intends to engage in business activities
and investments in wind energy power plants, hydropower plants, biomass energy
projects and companies in China and throughout the world primarily through
mergers and acquisitions, joint-venture partnerships with wind energy power
plants, hydro-power plants, biomass energy projects and companies in China
and
throughout the world. China Power’s advanced wind energy, biomass waste to
energy, and hydro-power renewable energy strategy and plan is expected to
improve the technical, societal, and environmental benefits of wind energy,
hydropower, biomass waste to energy and to exploit investment and business
opportunities in the cost-competitive wind energy, hydropower and biomass waste
to energy industries in China and throughout the world, with a focus towards
building long-term shareholder value. China Power intends to seek financing
to
fund its wind energy, hydropower and biomass energy power
plants/projects. Financing transactions may include the issuance of
equity or debt securities, obtaining credit facilities, or other financing
mechanisms.
THE
INNER MONGOLIA 1
ST
ONTINUTE WIND ENERGY POWER PLANTS/PROJECTS ( 298.8 - 996 Mega Watts) on 200
Square KM Lands
On
September 3, 2008, China Power, Inc., China Holdings, Inc.’s controlled
subsidiary (“
China
Power
”),
entered into a Three (3) Years Development and Construction Agreement (the
“
Construction
Agreement
”)
with
Ontniute Government (“Ontniute”), Inner Mongolia, People’s Republic of China,
pursuant to which China Power was granted the exclusive right to develop and
construct THE INNER MONGOLIA ONTINUTE WIND ENERGY POWER PLANTS/PROJECTS
with power capacity of 298.8 megawatt ( 6 x 49.8 megawatt), and a potential
up
to 996 megawatt ( 20 x 49.8MW) wind energy power capacity . Specifically, under
the Construction Agreement, Ontniute has agreed to provide China Power with
:1).
Exclusive and First Refusal Rights with non-competition and non-solicit terms,
2). The land rights for up to 200 square KM (Kilo meters) of land, to develop
THE INNER MONGOLIA ONTINUTE WIND ENERGY POWER PLANTS/PROJECTS with power
capacity of 298.8 megawatt ( 6 x 49.8 megawatt), and a potential up to 996
megawatt ( 20 x 49.8MW) wind energy power capacity . Conversely, China Power
has
committed to invest up to 2700 million Yuan ( with 35% in cash equity investment
and 65% bank loans) towards the development and construction of the power
plants.
In
addition to the foregoing, according to the China Central Government’s currently
alternative energy laws related to Wind Energy Projects, under the Construction
Agreement, Chinese Government has guaranteed (i) the financing for up to 65%
of
the total 2700 million Yuan through a local bank at a preferred interest rate
to
China Power committed to the development of the power plants, ii) that 100%
of
the electricity power generated by the Wind Energy plants shall be purchased
by
the China State Grid at a purchase price of between 0.50 and 0.55 Yuan, per
kilowatt plus 4-5% increase annually as inflation, with a 25 - 30 years
state-grid Power Purchase Contract with additional renewable terms (iii) THE
INNER MONGOLIA ONTINUTE WIND ENERGY POWER PLANTS/PROJECTS have the designated
298.8 megawatt ( 6 x 49.8 MW) wind energy power capacity, and a potential up
to
996 megawatt ( 20 x 49.8 MW) wind energy power capacity (iv) China Power’s
rights under the Construction Agreement are exclusive with
non-competition/non-solicit terms. The Construction Agreement also provides
that Ontinute shall be responsible for securing all necessary
government approvals and ensuring the supply of all required utilities, such
as
electricity, water, communications and roadways, and China Power shall be
responsible for obtaining all required financing for the plants and operating
the plants with the most advanced technology available. The development and
construction of the plants are estimated to take approximately three (3) years.
THE
INNER MONGOLIA 2
ND
ONTINUTE WIND ENERGY POWER PLANTS/PROJECTS ( 298.8 - 996 Mega Watts) on
additional 200 Square KM Lands
On
September 16, 2008, China Power, Inc., China Holdings, Inc.’s controlled
subsidiary (“
China
Power
”),
entered into a 2
nd
agreement of a Four (4) Years Development and Construction Agreement (the
“
Construction
Agreement
”)
with
Ontniute Government (“Ontniute”), Inner Mongolia, People’s Republic of China,
pursuant to which China Power was granted the exclusive right to develop and
construct THE INNER MONGOLIA 2
nd
ONTINUTE
WIND ENERGY POWER PLANTS/PROJECTS with power capacity of 298.8 megawatt ( 6
x
49.8 megawatt), and a potential up to 996 megawatt ( 20 x 49.8 MW) wind energy
power capacity . Specifically, under the Construction Agreement, Ontniute has
agreed to provide China Power with :1). Exclusive and First Refusal Rights
with
non-competition and non-solicit terms, 2). The land rights for up to a
2
nd
of 200
square KM (Kilo meters) of land in a 2
nd
defined
areas , to develop THE INNER MONGOLIA 2
nd
ONTINUTE
WIND ENERGY POWER PLANTS/PROJECTS with power capacity of 298.8 megawatt ( 6
x
49.8 megawatt), and a potential up to 996 megawatt ( 20 x 49.8MW) wind energy
power capacity . Conversely, China Power has committed to invest up to 2700
million Yuan ( with 35% in cash equity investment and 65% bank loans) towards
the development and construction of the power plants.
In
addition to the foregoing, according to the China Central Government’s currently
alternative energy laws related to Wind Energy Projects, under the Construction
Agreement, Chinese Government has guaranteed (i) the financing for up to 65%
of
the total 2700 million Yuan through a local bank at a preferred interest rate
to
China Power committed to the development of the power plants, ii) that 100%
of
the electricity power generated by the Wind Energy plants shall be purchased
by
the China State Grid at a purchase price of between 0.50 and 0.55 Yuan, per
kilowatt plus 4-5% increase annually as inflation, with a 25 - 30 years
state-grid Power Purchase Contract with additional renewable (iii) THE INNER
MONGOLIA 2
nd
ONTINUTE
WIND ENERGY POWER PLANTS/PROJECTS have the designated 298.8 megawatt ( 6 x
49.8
MW) wind energy power capacity, and a potential up to 996 megawatt ( 20 x 49.8
MW) wind energy power capacity (iv) China Power’s rights under the Construction
Agreement are exclusive with non-competition/non-solicit terms.
The
Construction Agreement also provides that Ontinute shall be
responsible for securing all necessary government approvals and ensuring the
supply of all required utilities, such as electricity, water, communications
and
roadways, and China Power shall be responsible for obtaining all required
financing for the plants and operating the plants with the most advanced
technology available. The development and construction of the plants are
estimated to take approximately three (3) years.
TaiHu
Biomass Energy Power/Plant (50MW) Investment Construction
Agreement
On
October 28, 2007, China Power entered into a Development and Construction
Agreement (the “
Construction
Agreement
”)
with
TaiHu County Government (“TaiHu”), AnHui Province, People’s Republic of China,
pursuant to which China Power was granted the exclusive right to develop and
construct a 50 megawatt biomass energy power plant. Specifically, under the
Construction Agreement, TaiHu has agreed to provide China Power with the land
rights for up to 200 MU, or 133,400 square meters of land, to develop a biomass
energy power plant. China Power has committed to invest up to 580 million Yuan,
or approximately $81,586,000 towards the development of the power
plant.
In
addition to the foregoing, according to the China Central Government’s currently
alternative energy laws related to Biomass Energy Projects, under the
Construction Agreement, TaiHu has guaranteed (i) the financing for up to 65%
of
the 580 million Yuan China Power has committed to the development of the power
plant through a local bank at a preferred interest rate, (ii) that 100% of
the
power generated by the Biomass Energy plant shall be purchased by the China
State Grid at a purchase price of between 0.60 and 0.65 Yuan, or approximately
$0.09 and $0.08, per kilowatt, (iii) this TaiHu Biomass Energy Power Generation
Plant/project has designated with a total potential of 400 million KW/hr power
generation capacity approximately annually, (iv) China Power’s rights under the
Construction Agreement are exclusive.
The
Construction Agreement also provides that TaiHu shall be responsible for
securing all necessary government approvals and ensuring the supply of all
required utilities, such as electricity, water, communications and roadways,
and
China Power shall be responsible for obtaining all required financing for the
plant and operating the plant with the most advanced technology available.
The
construction of the plant is estimated to take approximately two
years.
Development
of the plant shall be done through America-China (TaiHu) Energy Co. Ltd.,
incorporated under PRC laws by our subsidiary China Power. China Power will
complete for the biomass fuel analysis report and the technical feasibilities
for further development of the construction for TaiHu Biomass Energy Power/Plant
( 50MW) shortly. Management believes that they have no liabilities with regards
to these transactions if the transactions can not be completed.
China
Power completed the Fuel Analysis on TaiHu Biomass Energy Power/Plant (
50MW).
China
Power has completed THE FEASIBILITIES STUDY TaiHu Biomass Energy Power/Plant
(
50MW).
China
Power has completed THE FEASIBILITIES STUDY on TaiHu Biomass Energy Power/Plant
( 50MW) as legally approved,contracted and conducted by CHINA ELECTRIC DESIGN
AND RESEARCH INSTITUTION, the PRC licensed AAA+ power engneering
firm.
The
Comnpany is working on “EPC” - engineering, procurement and construction
expertise /contracts now with China -State National AAA+ Engineering Firm to
construct and build The Company’s TaiHu Biomass Energy Power/Plant ( 50MW) on a
turnkey basis/solution, and with upset price guarantees and fixed construction
completion timetables.
The
Company is also finalizing for the long-term contract with China State-Grid
for
Electricity Power Sales Contracts with China-State Alternative Energy Policies
Gurrantee for Biomass Energy for 100% Power Purchase by State-Grid and Gurrantee
for Prices Selling at 0.61 -0.65/KWh.
Ongniute
Biomass Energy Power/Plant ( 50MW) Investment Construction
Agreement
On
March
3, 2008, China Power entered into a Development and Construction Agreement
(the
“Construction Agreement”) with Ongniute County Government (“Ongniute”), Inner
Mongolia Province, People’s Republic of China, pursuant to which China Power was
granted the exclusive right to develop and construct a 50 megawatt biomass
energy power plant. Specifically, under the Construction Agreement, Ongniute
agreed to provide China Power with the land rights for up to 200 MU, or 133,400
square meters of land, to develop a biomass energy power plant, together with
an
additional 500,000 MU, or 333,500,000 square meters of land, rich in straw
resources to support the power plant. Conversely, China Power has committed
to
invest up to 580 million Yuan, or approximately $81,586,000, towards the
development of the power plant, including the payment to Ongniute
of 56,000 Yuan, or approximately $7,877, for every 667 square meters of
land provided by Ongniute.
In
addition to the foregoing, under the Construction Agreement, Ongniute has
guaranteed (i) the financing for up to 65% of the 580 million Yuan China Power
has committed to the development of the power plant through a local bank at
a
preferred interest rate, (ii) that 100% of the power generated by the biomass
energy plant shall be purchased by the China State Grid at a purchase price
of
between 0.60 and 0.65 Yuan, or approximately $0.09 and $0.08, per kilowatt
and
(iii) the payment of 13.2 million Yuan, or approximately $1,856,797, to China
Power once construction of the power plant is completed.
The
Construction Agreement also provides that Ongniute shall be responsible for
securing all necessary government approvals and ensuring the supply of all
required utilities, such as electricity, water, communications and roadways,
and
China Power shall be responsible for obtaining all required financing for the
plant and operating the plant with the most advanced technology available.
The
construction of the plant is estimated to take approximately two
years.
China
Power’s rights under the Construction Agreement are exclusive, such that
Ongniute may not allow the development of any other biomass energy power plants
in Ongniute County for three years. In addition, Ongniute has agreed to ensure
that the plant is not subject to income taxes for its first three years of
operation and then subject to a tax rate of no more than 12.5% for the following
three years.
Development
of the plant shall be done through Ongniute America-China Green Energy Co.
Ltd.,
which incorporated under PRC laws which is wholly owned by our subsidiary of
China Power. China Power, Inc. will complete for the biomass fuel analysis
report and the technical feasibilities for further development of the
construction for Ongniute Biomass Energy Power/Plant ( 50MW) shortly. Management
believes that they have no liabilities with regards to these transactions if
the
transactions can not be completed.
China
Power completed the Fuel Analysis Report on Ongniute Biomass Energy Power/Plant
( 50MW)
。
China
Power has completed THE FEASIBILITIES STUDY on Ontniute Biomass Energy
Power/Plant ( 50MW) as legally approved,contracted and conducted by CHINA
ELECTRIC DESIGN AND RESEARCH INSTITUTION, the PRC licensed AAA+ power engneering
firm.
The
Company is working on “EPC” - engineering, procurement and construction
expertise /contracts now with China -State National AAA+ Engineering Firm to
construct and build The Company’s Ontniute Biomass Energy Power/Plant ( 50MW) on
a turnkey basis/solution, and with upset price guarantees and fixed construction
completion timetables.
The
Company is also finalizing for the long-term contract with China State-Grid
for
Electricity Power Sales Contracts with China-State Alternative Energy Policies
Gurrantee for Biomass Energy for 100% Power Purchase by State-Grid and Gurrantee
for Prices Selling at 0.61 -0.65/KWh.
Huaxian
Biomass Energy Power/Plant ( 50MW) Investment Construction
Agreement
On
March
19, 2008, China Power entered into a Development and Construction Agreement
(the
“
Construction
Agreement
”)
with
Huaxian County Government (“Huaxian”), Hunan Province, People’s Republic of
China, pursuant to which China Power was granted the exclusive right to develop
and construct a 50 megawatt biomass energy power plant. Specifically, under
the Construction Agreement, Huaxian has agreed to provide China Power with
the
land rights for up to 200 MU, or 133,400 square meters of land, to develop
a
biomass energy power plant. Conversely, China Power has committed to invest
up
to 580 million Yuan, or approximately $81,586,000 towards the development of
the
power plant.
In
addition to the foregoing, according to the China Central Government’s currently
alternative energy laws related to Biomass Energy Projects, under the
Construction Agreement, Huaxian has guaranteed (i) the financing for up to
65%
of the 580 million Yuan China Power has committed to the development of the
power plant through a local bank at a preferred interest rate, (ii) that 100%
of
the power generated by the Biomass Energy plant shall be purchased by the China
State Grid at a purchase price of between 0.60 and 0.65 Yuan, or approximately
$0.09 and $0.08, per kilowatt, (iii) this Huaxian Biomass Energy Power
Generation Plant/project has designated with a total potential of 400 million
KW/hr power generation capacity approximately annually, (iv) China Power’s
rights under the Construction Agreement are exclusive.
The
Construction Agreement also provides that Huaxian shall be
responsible for securing all necessary government approvals and ensuring the
supply of all required utilities, such as electricity, water, communications
and
roadways, and China Power shall be responsible for obtaining all required
financing for the plant and operating the plant with the most advanced
technology available. The construction of the plant is estimated to take
approximately two years. Management believes that they have no liabilities
with
regards to these transactions if the acquisitions can not be
completed.
China
Power completed the Fuel Analysis Report on Huxian Biomass Energy Power/Plant
(
50MW)
。
LongHua
Biomass Energy Power Plant/ Project(50MW) Investment and Construction
Agreement
On
October 10, 2007, China Power entered into an agreement with LongHua Government
and BeiJing JinRenTaiHe Trade Ltd. Government to develop and
construct a biomass energy power generation plant with a power capacity of
50MW.
The parties estimate that it will take 2 years to complete the construction
of
the biomass energy generation plant at a cost of RMB $580million
(approximately USD$78 million) comprising of a cash investment of 35% and bank
loans of 65%. The biomass energy power plant will be located at LongHua county
in the town of TangTouGou village of LuoYing on a total of 200 MU lands. The
Agreement provides that the LonHua Government will pay for the cost of the
land
and shall grant China Power the right to use the land for a term of 50 years
in
accordance with the State’s land use policy.
Pursuant
to the terms of the agreement, the LongHua government will be responsible for
(A) the coordination with the state, provincial and city governments; (B)
registration of the project with the required governmental bodies; (C) providing
tax incentives to China Power upon completion of the project; (D) assisting
the
Company with obtaining an additional 10-15 MU lands for the cultivation of
the
necessary biomass resources; and (E) allowing the Company to construct a well
to
provide water for construction of the plant.
The
Company agreed to provide the LongHua government with RMB$1.65 million
(approximately USD$222,000) in connection with the documentation and approval
process necessary for the construction permits for the biomass
plant. The LongHua government has agreed to provide the Company will
legal exclusive rights for the construction and operation of the plant and
agreed not to engage in the construction of a similar biomass
plant.
On
January 23 2008, China Power executed an Amended Agreement with BeiJing
JinRenTaiHe Trade Ltd. and Long-Hua Local Government that the 100% development
rights of LongHua County Biomass Energy Power Plant/ Project (50MW) for further
Investment and Construction Agreement will be fully legally 100% Development
Rights transfer to China Power.
China
Power will complete the biomass fuel analysis report and the technical
feasibilities for further development of the construction for Long-Hua Biomass
Energy Power/Plant ( 50MW) shortly. Management believes that they have no
liabilities with regards to these transactions if the transactions can not
be
completed.
Con
Yang Biomass Energy Power Plant/ Project(50MW) Investment and Construction
Agreement
On
October 29, 2007, China Power entered into an agreement to cooperate with the
Con Yang Government. Pursuant to the agreement the Con Yang Government agreed
to
provide the Company with 200 MU lands in the Con Yang economic industry zone
to
develop and construct a biomass energy generation plant. The agreement
contemplates the entry into a Lands Rights Agreement with the Con Yang
Government Land & Resources Department for a term of 50 years. The parties
anticipate that the total cost of the project to be RMB $580 million
(approximately USD$78 million) comprising of a cash investment of 35% and bank
loans of 65% and anticipate completion in 2010. The Agreement provides that
the
Con Yang Government will provide the Company will the lands for the cultivation
of the straw and raw materials necessary for the project for a term of 50 years.
In addition, the Agreement provides that it will be effective in 6 months until
China provides a biomass projects feasibility study and contemplates the entry
into a further agreement for execution of the biomass energy
projects.
Management
believes that there is no liabilities with regards to all the transactions
if
the transactions cannot be completed.
Additionally,
China Holdings, Inc. and its controlled subsidiary : China Power, Inc. have
doubled the commitments for further development, construction and contributions
to The Clean Energy Power Plants/Industry in China, or/and worldwide , include
Wind Energy, Biomass Clean Energy and Hydropower Plants. The Company will speed
up its substantial corporate financings development, and partnerships with
global private equity funds, and structure investments to optimize returns
of
the Company’s global investors, stockholders and investments. The company has
increased its commitment to develop and maximize all the stockholders’ value on
a long-terms basis.
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 thereunto
duly authorized.
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CHINA
HOLDINGS, INC.
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Date:
November 20, 2008
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By:
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/s/
julianna
lu
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Chief
Executive Officer
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Chairperson
of Board Directors
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China (CE) (USOTC:CHHL)
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