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): August 6, 2008 (July 31,
2008)
CHINA
VALVES TECHNOLOGY, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-28481
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86-0891931
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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No.
93 West Xinsong Road
Kaifeng
City, Henan Province
People’s
Republic of China
(Address
of principal executive offices)
(+86)
378-292-5211
(Registrant's
telephone number, including area code)
(Former
name or former address, if changed since last report)
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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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. ENTRY INTO A MATERIAL
DEFINITIVE AGREEMENT
On July
31, 2008, China Valves Technology, Inc. (the “Company”) acquired
all of the capital stock of China Fluid Equipment Holdings Limited (“China Fluid
Equipment”) from Bin Li, the majority shareholder of the Company,
pursuant to the terms of an instrument of transfer approved by the Hong Kong
government on July 31, 2008 (the “Instrument of
Transfer”) for a nominal consideration of HKD$10,000 (approximately
$1,281). The acquisition of China Fluid Equipment completed a planned
reorganization of the legal ownership of our operating subsidiaries, the
initiation of which was disclosed in our Quarterly Report on Form 10-Q filed on
May 15, 2008 (the “Form
10-Q”).
Our
Reorganization History
The
Share Exchange Transaction
On
December 16, 2007, we entered into a Stock Purchase Agreement and Share Exchange
Agreement (the “Exchange Agreement”),
with China Valve Holding Limited (“China Valve Samoa”),
a company incorporated under the laws of Samoa on June 6, 2007, and with
China Valve Samoa’s sole shareholder. Pursuant to the Exchange
Agreement, we acquired all of the outstanding capital stock of China Valve Samoa
from the sole shareholder for an aggregate of 40,000,000 shares, or 99.8% of our
common stock and a cash payment by China Valve Samoa of $490,000. China
Valve Samoa’s wholly owned subsidiary China Valve Holdings Limited, was
incorporated under the laws of the Hong Kong Special Administrative Region on
June 11, 2007 (“China
Valve Hong Kong”). China Valve Hong Kong established Henan
Tonghai Valve Science Technology, Inc. (“Henan Tonghai Valve”), a
wholly-owned subsidiary in the People’s Republic of China, on September 5,
2007. Neither China Valve Samoa nor China Valve Hong Kong had any active
business operations other than their ownership of Henan Tonghai
Valve. Prior to entry into the Exchange Agreement, Henan Tonghai
Valve acquired 100% of the equity of Henan Kaifeng High Pressure Valve Co., Ltd.
(“High Pressure
Valve”) and Zhengzhou City Zhengdie Valve Co., Ltd. (“Zhengdie Valve,”)
(together, the “Operating
Subsidiaries”) from Mr. Siping Fang, the Chief Executive Officer of the
Company and the other individual owners of those companies, pursuant to a
restructuring plan to comply with the regulations of the China State
Administration of Foreign Exchange. The acquisition of the Operating
Subsidiaries by Henan Tonghai Valve from Mr. Siping Fang was considered to be a
transaction between entities under common control.
In our
Form 10-K for the fiscal year ended December 31, 2007 filed with the Commission
on March 31, 2008 (the “Form 10-K”), the
acquisition of China Valves Samoa was treated as a reverse acquisition and
recapitalization of the Company (the legal acquirer), whereby China Valve Samoa
(the legal acquiree) was deemed to be the accounting acquirer and the Company
was the accounting acquiree. Accordingly, the historical financial
statements for periods prior to December 16, 2007 are those of China Valve
Samoa, including the Operating Subsidiaries, except that the equity section and
earnings per share were retroactively restated to reflect the reverse
acquisition. The audited consolidated financial statements of China Valve
Samoa as of December 31, 2005 and 2006, and the unaudited condensed consolidated
financial statements of China Valve Samoa as of September 30, 2007 and for the
nine months ended September 30, 2007, were previously filed as exhibits on Form
8-K. The audited consolidated financial statements of the Company as of
December 31, 2007 were included in the Form 10-K and the unaudited condensed
consolidated financial statements of the Company as of March 31, 2008 and the
three month period ended March 31, 2008 were included in the Form
10-Q.
The
following was the organization chart as of March 31, 2008:
The
Operating Subsidiaries
As
disclosed in the Form 10-Q, on April 1 and 3, 2008, the Company transferred 100%
of the equity of the Operating Subsidiaries back to Sipang Fang and the other
original owners, with the intention that Sipang Fang would transfer the
Operating Subsidiaries to a new entity controlled by Bin Li, and that Bin Li
would then sell such entity to the Company, thereby allowing the Company to
reacquire legal ownership of the Operating Subsidiaries. In connection
therewith, on April 10, 2008, Siping Fang sold all of the Company’s common stock
beneficially owned by him to Bin Li, for an aggregate purchase price of $10,000,
pursuant to a Common Stock Purchase Agreement, and Siping Fang and Bin Li
entered into an Earn-In Agreement (the “Earn-In Agreement”)
pursuant to which Siping Fang obtained the right and option to re-acquire the
shares of the Company from Bin Li, subject to the satisfaction of four
conditions as set forth in the Earn-In Agreement. These conditions may be
satisfied only if the Company is able to reacquire and operate the Operating
Subsidiaries. The sale of Siping Fang’s common stock to Bin Li and the
Earn-In Agreement were disclosed in the Company’s Report on Form 8-K filed on
April 16, 2008. Bin Li established China Fluid Equipment on April 18,
2008, to serve as the 100% owner of a new PRC subsidiary, Henan Tonghai Fluid
Equipment Co., Ltd. (“Henan Tonghai”). On
June 30, 2008, Henan Tonghai acquired the Operating Subsidiaries from Siping
Fang and the other original owners. The acquisitions were consummated
under the laws of the People’s Republic of China. The former Hong Kong
holding company, China Valve Holdings and its subsidiary Henan Tonghai Valve,
which no longer held any assets, were dissolved. On July 31, 2008, the Company
and Bin Li completed the reorganization plan when Bin Li transferred all of the
capital stock of China Fluid Equipment to the Company pursuant to the Instrument
of Transfer for a nominal consideration of HKD$10,000 (approximately $1,281). As
a result of these transactions, the Operating Subsidiaries are again the
Company’s indirect wholly-owned subsidiaries.
During
this re-organization, the Operating Subsidiaries continued to be under the
operating and management control of the Company. The Company’s unaudited
condensed consolidated financial statements for the three months ended June 30,
2008, to be included in the Company’s Quarterly Report on Form 10-Q for that
period, will continue to include the assets and liabilities and results of
operations of the Operating Subsidiaries.
Following
this re-organization, the organization chart as of the date of this Report is as
follows:
ITEM
2.01 COMPLETION OF ACQUISITION OR
DISPOSITION OF ASSETS
The
transactions contemplated by the Instrument of Transfer were consummated on July
31, 2008.
ITEM
5.01 CHANGE IN CONTROL OR
REGISTRANT
See
response to Item 1.01.
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
China
Valves Technology, Inc.
Date:
August 6, 2008
/s/ Siping
Fang
Chief
Executive Officer and President