Shanghai Century Acquisition Corp - Report of Foreign Issuer (6-K)
24 4월 2008 - 7:10PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO
RULE
13a-16 OR 15d-16
UNDER
THE
SECURITIES EXCHANGE ACT OF 1934
For
April
23, 2008
Commission
File No. 001-
32860
Shanghai
Century Acquisition Corporation
23
rd
Floor,
Shun Ho Tower, 24-30 Ice House Street, Central,
Hong
Kong
SAR, China
(ADDRESS
OF PRINCIPAL EXECUTIVE OFFICES.)
Indicate
by check mark whether the registrant files or will file annual reports under
cover Form 20-F or Form 40-F.
Form
20-F
x
Form
40-F
o
Indicate
by check mark
if
the
registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(1): ____
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7)
:
_____
Indicate
by check mark
whether
the
registrant by furnishing the information contained in this form is also thereby
furnishing the information
to
the
Commission pursuant to Rule
12
g
3-2
(b)
under
the Securities Exchange Act of 1934.
Yes
¨
No
x
If
“Yes”
marked, indicate below the file number assigned to the registrant in connection
with Rule 12g3-2(b):
Amendments
to Material Agreements
As
previously reported in a Form 6-K dated February 21, 2008, Shanghai Century
Acquisition Corporation (“Shanghai Century”) and Richard Li (“Mr Li”) entered
into a Stock Purchase Agreement dated as of February 20, 2008 (the “Stock
Purchase Agreement”) whereby Shanghai Century agreed to purchase from Mr Li 100%
of the issued and outstanding shares of common stock (the “Shares”) of Asia
Leader Investments Limited, a Hong Kong company (“Asia Leader”). Asia Leader is
the owner of 67% of the outstanding equity of New Goal International Limited,
a
Hong Kong company (“New Goal”) that was formed to engage in certain financing
leasing arrangements and other leasing services in the People’s Republic of
China (the “PRC”). Under the original terms of the Stock Purchase Agreement, the
purchase price for the Shares consists of the payment of US$300,000 and the
assumption by Shanghai Century of all of Asia Leader’s obligations and
responsibilities under the New Goal Joint Venture Agreement (as defined and
more
fully described below). Shanghai Century and Mr. Li have agreed to enter an
amendment to the Stock Purchase Agreement, which provides, among other things,
that Shanghai Century would assume the obligations under the New Goal Joint
Venture Agreement as amended by the parties thereto.
Asia
Leader, RAD International Investment Fund Ltd. (“RAD”) and Kevin Ma entered into
a Joint Venture Agreement dated as of February 20, 2008 with respect to New
Goal
(the “New Goal Joint Venture Agreement”). Under the original terms of New Goal
Joint Venture Agreement, Asia Leader was required to make a contribution of
up
to $70 million in cash to the capital of New Goal. Asia Leader, RAD and Kevin
Ma
have agreed to enter an amendment to the Joint Venture Agreement, which provides
that at least $10 million of Asia Leader’s capital contribution be in cash and
that
RAD
will
arrange for and secure or will cause the arrangement and securing of financing
for such portion of the capital contribution required to be made to New Goal
by
Asia Leader that is not made in cash by Asia Leader. The New Goal Joint Venture
Agreement, as amended, will provide for the issuance to RAD of 12 million of
Shanghai Century’s shares in consideration of RAD arranging or causing the
arrangement of such financing. The 12 million shares will be issued to RAD
on
the date immediately following the date on which the Shanghai Century has
obtained the approval of its shareholders in accordance with the rule of the
American Stock Exchange for the issuance of such shares.
The
New
Goal Joint Venture Agreement will also be amended to provide that Kevin Ma,
at
his option, may, until 2:00PM on April 25, 2008, terminate the New Goal Joint
Venture Agreement in the event that Shanghai Century would not have a minimum
of
$20 million in cash to fund an additional capital contribution to New Goal.
Similarly, under the terms of the amended Stock Purchase Agreement, Mr. Li
may
terminate the Stock Purchase Agreement, until 2:00PM on April 25, 2008, in
the
event that Shanghai Century would not have a minimum of $20 million in cash
to
fund an additional capital contribution to New Goal.
Shanghai
Century will also amended the terms of the Employment Agreement, dated February
20, 2008, between Shanghai Century and Kevin Ma (the “Employment Agreement”).
Pursuant to the this amendment, Shanghai Century and Kevin will revise certain
net after tax income targets for New Goal following the consummation of the
Stock Purchase Agreement and the New Goal Joint Venture Agreement. Under the
amended agreement, the net after tax income target is US$10 million for the
eight-month period May 1 to December 31, 2008, and US$25 million and US$43
million for 2009 and 2010, respectively (subject to the carve outs set forth
in
the employment agreement with Kevin Ma). The amendment will also provide for
a
reduction in the Share Bonus (as defined in the amended Employment Agreement)
payable to Kevin Ma and his management team if the net after tax income targets
are attained. The Share Bonus will consist of 4 million warrants in 2008 with
a
pro rata increase up to 50% and no minimum decrease and reduce the Share Bonus
in each of 2009 and 2010 to 2 million shares with a pro rata increase or
decrease up to 25%.
Other
Events
On
or
about April 24, 2008, Shanghai Century mailed a supplement to its proxy
statement dated March 31, 2008, concerning the upcoming annual and extraordinary
meeting of the shareholders of Shanghai Century to all shareholders of record
as
of March 27, 2008. The supplement to the proxy statement is being furnished
as
Exhibit 99.1 to this Report of Foreign Issuer on Form 6-K.
Exhibits
|
10.1
|
Amendment
No. 1 to Stock Purchase Agreement by and between Richard Li and
Shanghai
Century Acquisition Corporation
|
|
|
|
|
10.2
|
Amendment
No. 1 to Joint Venture Agreement by and among Asia Leader Investments
Limited, RAD International Investment Fund, Ltd. and Kevin
Ma.
|
|
|
|
|
10.3
|
Amendment
No. 1 to Employment Agreement by and between Kevin Ma and Shanghai
Century
Acquisition Corporation
|
|
|
|
|
99.1
|
Supplement
to Proxy Statement dated April 23,
2008
|
The
information in this Report, including the exhibit furnished herewith , shall
not
be deemed to be “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that Section. It shall not be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, except as shall be expressly
set
forth by specific reference in such a filing.
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.
Shanghai
Century Acquisition Corporation
By:
/s/
Franklin Chu
Name:
Franklin Chu
Title:
Co-Chief Executive Officer
Dated:
April 23, 2008
Shanghai Century Acquisition Corp. (AMEX:SHA)
과거 데이터 주식 차트
부터 2월(2) 2025 으로 3월(3) 2025
Shanghai Century Acquisition Corp. (AMEX:SHA)
과거 데이터 주식 차트
부터 3월(3) 2024 으로 3월(3) 2025
