UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): May 27, 2009
SMARTHEAT
INC.
(Exact
Name of Registrant as Specified in Charter)
Nevada
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000-53052
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98
-0514768
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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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A-1,
10, Street 7
Shenyang
Economic and Technological Development Zone
Shenyang,
China
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110027
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: +86 (24)
2519-7699
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(Former
name or former address, if changed since last
report)
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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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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 DFR
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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On May
29, 2009 the Registrant filed a Form 8-K announcing that its subsidiary Shenyang
Taiyu Machinery and Electrical Equipment Co., Ltd (“Taiyu”), entered into
an Asset Acquisition Agreement (the “Agreement”) with Siping Beifang Heat
Exchanger, Manufacture Co., Ltd (“Siping”), to
purchase all of the tangible and intangible assets of Siping for a purchase
price of 300,000 restricted shares of the Company’s common stock, par value
$.001 per share (the "Common Stock") and 54,000,000 RMB,
or USD 7,906,296 (Exchange rate: US$1= RMB6.83), subject to inventory
verification and clearance of transfer restrictions. Taiyu and Siping have
amended the Agreement in accordance with the terms therein in order to provide
that Taiyu shall purchase only the plant and equipment of Siping and no other
assets and have reduced the purchase price by 300,000 shares of Common Stock or
approximately $2,200,000 based on the closing price of the Registrant’s common
stock on June 15, 2009.
Item
1.01 Entry into a Material Definitive Agreement.
On June
16, 2009 Shenyang Taiyu Machinery and Electrical Equipment Co., Ltd (“Taiyu”), a wholly
owned subsidiary of SmartHeat Inc. (the “Company”), entered into an Amended and
Restated Asset Purchase Agreement (the “Amended Agreement”) with Siping Beifang Heat
Exchanger, Manufacture Co., Ltd , a company
organized under the laws, of the Peoples Republic of China (“Siping”), to
purchase certain assets consisting of the plant and equipment of Siping for a
purchase price of 54,000,000 RMB, or USD 7,906,296 (Exchange
rate: US$1= RMB6.83), subject to inventory verification and clearance of
transfer restrictions, if any, which is payable according, to the following
schedule:
Payment
In RMB
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Payment
In USD
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Payment
Date
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RMB
3,000,000
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$ |
439,239 |
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May
27, 2009
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RMB
10,250,000
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$ |
1,500,732 |
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June
30, 2009
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RMB 13,000,000
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$ |
1,903,367 |
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September
30, 2009
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RMB
12,300,000
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$ |
1,800,878 |
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March
1, 2010
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RMB
8,200,000
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$ |
1,200,586 |
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September
30, 2010
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(Exchange
rate: US$1= RMB6.83)
Taiyu
will not assume any of the debt of Siping, and the Amended Agreement provides for
Siping’s assistance in the transfer of its assets to Taiyu. The acquisition is
expected to be funded with SmartHeat’s existing bank credit facilities as well
as internal cash flow.
The
transaction closed on June
16, 2009.
Item
2.01 Completion of Acquisition or Disposition of Assets.
The
information set forth under Item 1.01 is incorporated herein by
reference.
(a)
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Financial
Statement of Businesses Acquired.
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N.A.
(b)
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Pro
Forma Financial Information.
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N.A.
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Exhibit
10.15
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English
Translation of the Amended and Restated Asset Purchase Agreement, dated
June 16, 2009, by and between Taiyu Machinery and Electrical Equipment
Co., Ltd and
Siping Beifang the Heat Exchanger Manufacture 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.
Dated: June
16, 2009
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By:
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/s/
Jun Wang
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Jun
Wang
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Title:
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Chairman
& Chief Executive Officer
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