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): June 30,
2010
FAR
EAST WIND POWER CORP.
(Exact
Name of Registrant as Specified in its Charter)
Nevada
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333-153472
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27-0999493
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(State
or Other
Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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11811
North Tatum Blvd., Suite 3031
Phoenix,
Arizona 85028
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(Address
of Principal Executive Office) (Zip
Code)
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Registrant's
telephone number, including area code: (602)
953-7757
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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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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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Section
1 - Registrant’s Business and Operations
Item
1.01.
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Entry
into a Material Definitive
Agreement.
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Letter of
Intent
On June
30, 2010, Far East Wind Power Corp. (the “Company”), entered
into a binding Letter of Intent (the “LOI”) with
Heilongjiang Defeng Investment Co., Ltd., a People’s Republic of China company
(“Defeng”) and
Heilongjiang Ruihao Technology Group Co., Ltd., a People’s Republic of China
company (“Ruihao”), whereby the
parties agreed to develop four wind farm projects in the Heilongjiang Province,
China. The parties agreed to enter into a definitive agreement by
July 24, 2010.
Pursuant
to the LOI, the Company agreed to acquire 84% ownership interest in Defeng’s
subsidiary, Heilongjiang Tianyi Fengyuan Investment Co., Ltd., a People’s
Republic of China company (“Tianyi Fengyuan”) for
RMB 140,000,000 (the “Acquisition
Price”). Additionally, the Company will pay Ruihao either RMB
25,000,000 or RMB 12,000,000 as pre-construction costs for each of the four
Phase 1 farms that is determined to be construction ready. The definitive
agreement will provide that (i) the Acquisition Price will be fully due by July
31, 2010, with a non-refundable deposit of 10% of the Acquisition Price to be
paid upon signing of the definitive agreement and (ii) RMB 25,000,000 for
pre-construction costs will be due by August 31, 2010 and the timing of further
pre-construction costs will be determined no later than December 31,
2010.
The LOI
provides that a joint venture will be set up to develop and operate each wind
farm in the Ruihao Project A (the Guangyuan Daxin Project Phase I and
Anda Guangyuan Laohugang Project Phase I). The estimated construction
cost for a 49.5 MW wind farm in the Ruihao Project A is approximately RMB
425,000,000 and requires equity investment of 25% of the total investment (the
“Project A Equity
Investment”). The Company will contribute 60% of the Project A Equity
Investment for 51% ownership and economic interest in each Ruihao Project A
joint venture. The Company will also have a right of first refusal on every
other development capacity/phases in Ruihao Project A.
The LOI
further provides that a joint venture will be set up to develop and operate each
wind farm in the Ruihao Project B (Daqing Guofeng Project Phase I and
Daqing Zhaoyuan Sansheng Project Phase I). The total estimated
construction cost for a 49.5 MW wind farm in the Ruihao Project B is
approximately RMB 425,000,000 and requires equity investment of 25% of the total
investment (the “Project B Equity
Investment”). The Company will contribute 100% of the Project
B Equity Investment for 85% ownership and economic interest in each Ruihao
Project B joint venture. Ruihao has the option to purchase additional ownership
interest in the Ruihao Project B joint ventures as set forth in the LOI. The
Company will also have a right of first refusal on every other development
capacity/phases in Ruihao Project B.
The
definitive agreement will contain customary representation and warranties,
covenants and indemnification provisions.
The LOI
is attached to this report as Exhibit 10.1 and the terms and conditions are
incorporated herein. The foregoing statements are not intended to be a complete
description of all terms and conditions.
Section
9 - Financial Statements and Exhibits
Item
9.01
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Financial
Statements and Exhibits.
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Exhibit
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No.
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Description
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10.1
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Letter
of Intent dated June 30, 2010, by and between Far East Wind Power Corp.,
Heilongjiang Defeng Investment Co., Ltd. and Heilongjiang Ruihao
Technology Group Co., Ltd.
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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: June
30, 2010
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FAR
EAST WIND POWER CORP.
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By:
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/s/ James T.
Crane
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James
T. Crane
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Chief
Financial Officer
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