-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, URN12jk442SFHbae05nI/IEm6huvxmL8vm5cLLEFFg3aR+pNqwOee8EwD8KCAGX3 ucqZs3YAFhEs6cU9GkFaqQ== 0001144204-10-019163.txt : 20100408 0001144204-10-019163.hdr.sgml : 20100408 20100408170329 ACCESSION NUMBER: 0001144204-10-019163 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20100402 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100408 DATE AS OF CHANGE: 20100408 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ever-Glory International Group, Inc. CENTRAL INDEX KEY: 0000943184 STANDARD INDUSTRIAL CLASSIFICATION: APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300] IRS NUMBER: 650548697 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34124 FILM NUMBER: 10740278 BUSINESS ADDRESS: STREET 1: 100 N. BARRANCA AVE. STREET 2: #810 CITY: WEST COVINA STATE: CA ZIP: 91791 BUSINESS PHONE: 626-839-9116 MAIL ADDRESS: STREET 1: 100 N. BARRANCA AVE. STREET 2: #810 CITY: WEST COVINA STATE: CA ZIP: 91791 FORMER COMPANY: FORMER CONFORMED NAME: ever-glory international group, inc. DATE OF NAME CHANGE: 20051121 FORMER COMPANY: FORMER CONFORMED NAME: ANDEAN DEVELOPMENT CORP DATE OF NAME CHANGE: 19950329 8-K 1 v180519_8k.htm Unassociated Document
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): April 8, 2010, (April 2, 2010)
 

 
EVER-GLORY INTERNATIONAL GROUP, INC.
(Exact name of registrant as specified in Charter)
 
Florida
000-28806
65-0420146
(State or other jurisdiction of
incorporation or organization)
(Commission File No.)
(IRS Employee Identification No.)

100 N. Barranca Ave. #810
West Covina, CA 91791
(Address of Principal Executive Offices)
 
(626) 839-9116
(Issuer Telephone number)
 
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):
 
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On April 2, 2010, Goldenway Nanjing Garment Company Limited.(“Goldenway”), a PRC company and wholly-owned subsidiary of Ever-Glory International Group, Inc., entered into Equity Transfer Agreements with each of Mr. Jiaxing Xing and Shanghai Hexia Investment Co., Ltd, respectively (together, the “Equity Transfer Agreements”).  Pursuant to each of the Equity Transfer Agreements, Goldenway agreed to transfer five percent (5%) of its equity interest in Shanghai La Chapelle Garment and Accessories Company Limited to each of Mr. Jiaxing Xing and Shanghai Hexia Investment Co., Ltd, respectively.  Pursuant to the Equity Transfer Agreements, Goldenway will pay a total of RMB6.18 million (approximately US$0.9 million) in cash to Mr. Jiaxing Xing and Shanghai Hexia Investment Co., Ltd., all of which is payable within thirty (30) days upon the execution of the Equity Transfer Agreements.  The Equity Transfer Agreements contain customary representation and warranties.

The foregoing description of the Equity Transfer Agreements contemplated herein does not purport to be complete and is qualified in its entirety by reference to the complete text of the Equity Transfer Agreement between Goldenway and Mr. Jiaxing Xing dated April 2, 2010, and the Equity Transfer Agreement between Goldenway and Shanghai Hexia Investment Co., Ltd. dated April 2, 2010, each attached hereto as Exhibit 10.1 and 10.2.
 

(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.

Not applicable.

(b) PRO FORMA FINANCIAL INFORMATION.

Not applicable.

(c) SHELL COMPANY TRANSACTIONS

Not Applicable

(d) EXHIBITS.
 
Exhibit No.   Description
   
10.1
Equity Transfer Agreement between Goldenway Nanjing Garment Company Limited and Mr. Jiaxing Xing dated April 2, 2010
   
10.2
Equity Transfer Agreement between Goldenway Nanjing Garment Company Limited and Shanghai Hexia Investment Co., Ltd. dated April 2, 2010

 
 

 
 
SIGNATURES
 
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.
 
     
 
EVER-GLORY INTERNATIONAL GROUP, INC.
     
Date: April 8, 2010
By:  
/s/ Edward Yihua Kang
 
Edward Yihua Kang
 
Chief Executive Officer
 
 
 

 
 
INDEX TO EXHIBITS
 
Exhibit No.   Description
   
10.1
Equity Transfer Agreement between Goldenway Nanjing Garment Company Limited and Mr. Jiaxing Xing dated April 2, 2010
   
10.2
Equity Transfer Agreement between Goldenway Nanjing Garment Company Limited and Shanghai Hexia Investment Co., Ltd. dated April 2, 2010
 
EX-10.1 2 v180519_ex10-1.htm Unassociated Document
 1   2

Equity Transfer Agreement

The Agreement is jointly signed on April 2, 2010 in Shanghai by the Parties hereunder:

Transferor: Goldenway Nanjing Garments Co., Ltd. (Party A)
Address: 509 Chengxin Thoroughfare, Jiangning Development Zone, Nanjing
Transferee: Mr. Jiaxing Xing (Party B)
Address: Room 501, No.28, Lane 99, Wanding Road, Minhang District, Shanghai

Shanghai La Chapelle Garment and Accessories Company Limited (Subject Company) has 7.5 million of RMB Yuan as registered capital, 10% of the total registered capital were invested by Party A. In the light of governing laws and regulations, through friendly negotiations by the Parties, the following articles are agreed upon:

Article I  The Equity Transferred and Transferring Price
1. Party A transfers 5% of Subject Company’s total equity to Party B at the price of 6.18 million of RMB Yuan.
2. All and any rights and interests affiliated to the transferred are transferred along with it.
3. The Transferee is obliged to complete the payment for the transferred equity within 30 days after the signing of this Agreement.

Article II  Covenants and Warranties
Party A warrants that Party A legally owns the equity transferred to Party B as stipulated in Article I, and Party A has a full and effective disposition of the transferred. Party A warrants no mortgate or security right is attached to the transferred, and no claim is and will be made by any third party on the transferred.

Article III  Agreement Breach Liabilities
Nil

Article IV  Dispute Resolution
The Agreement abides by the laws of People’s Republic of China and only explanations by which are applicable.
Any dispute arisen with or related to the Agreement shall be resolved through friendly negotiations. In the case of a failed negotiation, the issue shall be submitted to Shanghai Arbitration Commission or sued at The People’s Court.

Article V  Others
1. The Agreement is made in 4 duplicates, 1 is held by each Party, 1 by the Subject Company, and 1 is used in the Business Administration formalities.
2. The Agreement takes effect upon being signed by each and all Parties.

(blank below)
 
 
 

 
 
 2   2

 
Party A (Signature & Stamp)    Party B (Signature & Stamp)
 
EX-10.2 3 v180519_ex10-2.htm Unassociated Document
 1   2
Equity Transfer Agreement

The Agreement is jointly signed on April 2, 2010 in Shanghai by the Parties hereunder:

Transferor: Goldenway Nanjing Garments Co., Ltd. (Party A)
Address: 509 Chengxin Thoroughfare, Jiangning Development Zone, Nanjing
Transferee: Shanghai Hexia Investment Co., Ltd. (Party B)
Address: Room 304, Building 2, No.26, Lane 258, Caoxi Road, Shanghai

Shanghai La Chapelle Garment and Accessories Company Limited (Subject Company) has 7.5 million of RMB Yuan as registered capital, 10% of the total registered capital were invested by Party A. In the light of governing laws and regulations, through friendly negotiations by the Parties, the following articles are agreed upon:

Article I  The Equity Transferred and Transferring Price
1. Party A transfers 5% of Subject Company’s total equity to Party B at the price of 6.18 million of RMB Yuan.
2. All and any rights and interests affiliated to the transferred are transferred along with it.
3. The Transferee is obliged to complete the payment for the transferred equity within 30 days after the signing of this Agreement.

Article II  Covenants and Warranties
Party A warrants that Party A legally owns the equity transferred to Party B as stipulated in Article I, and Party A has a full and effective disposition of the transferred. Party A warrants no mortgate or security right is attached to the transferred, and no claim is and will be made by any third party on the transferred.

Article III  Agreement Breach Liabilities
Nil

Article IV  Dispute Resolution
The Agreement abides by the laws of People’s Republic of China and only explanations by which are applicable.
Any dispute arisen with or related to the Agreement shall be resolved through friendly negotiations. In the case of a failed negotiation, the issue shall be submitted to Shanghai Arbitration Commission or sued at The People’s Court.

Article V  Others
1. The Agreement is made in 4 duplicates, 1 is held by each Party, 1 by the Subject Company, and 1 is used in the Business Administration formalities.
2. The Agreement takes effect upon being signed by each and all Parties.

(blank below)
 
 
 

 
 
 2   2

 
Party A (Signature & Stamp)    Party B (Signature & Stamp)
 
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