-----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, PnUsZJxmKB8TcBtF2TaDKpWADe9dVycNsCvf6WxPLfS+vHky4DJ3EozE7+k+wFba Q6JstdZ5yS7k/SgotZqZTA== 0001144204-10-022293.txt : 20100427 0001144204-10-022293.hdr.sgml : 20100427 20100427111639 ACCESSION NUMBER: 0001144204-10-022293 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100423 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100427 DATE AS OF CHANGE: 20100427 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: 10772292 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 v182329_8k.htm
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 27, 2010, (April 23, 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) 859-6638
(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 23, 2010, Ever-Glory International Group Apparel Inc.(“Ever-Glory Apparel”), a PRC company and wholly-owned subsidiary of the registrant, Ever-Glory International Group, Inc., entered into an Equity Transfer Agreement with Shanghai La Chapelle Garment and Accessories Company Ltd. (“La Chapelle”).  Pursuant to the Equity Transfer Agreement, La Chapelle agreed to transfer forty percent (40%) of its equity interest in Shanghai La Go Go Fashion Company Limited to Ever-Glory Apparel.  Pursuant to the Equity Transfer Agreement, Ever-Glory Apparel will pay a total of RMB6.18 million (approximately US$0.9 million) in cash to La Chapelle, all of which is payable within thirty (30) days from the execution of the Equity Transfer Agreement.  The Equity Transfer Agreement contains 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 Ever-Glory Apparel and La Chapelle dated April 23, 2010, which is attached hereto as Exhibit 10.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(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 Ever-Glory International Group Apparel Inc. and  Shanghai La Chapelle Garment and Accessories Company Ltd. dated April 23, 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 27, 2010
By:  
/s/ Edward Yihua Kang
 
 
Edward Yihua Kang
 
Chief Executive Officer

 
 

 

INDEX TO EXHIBITS
   
Exhibit No.
 
Description
     
10.1
 
Equity Transfer Agreement between Ever-Glory International Group Apparel Inc. and  Shanghai La Chapelle Garment and Accessories Company Ltd. dated April 23, 2010

 
 

 

EX-10.1 2 v182329_ex10-1.htm
Exhibit 10.1

 
Equity Transfer Agreement
 
The Agreement is jointly signed on April 23, 2010 in Shanghai by the Parties hereunder:

Seller: Shanghai La Chapelle Garment and Accessories Company Ltd. (Party A)
Address: 270 Caoxi Road, Shanghai
Buyer:Ever-Glory International Group Apparel Inc. (Party B)
Address: 509 Chengxin Thoroughfare, Jiangning Development Zone, Nanjing

Shanghai La Go Go Fashion Company Limited (Subject Company) has 10 million of RMB Yuan as registered capital, 4 million of RMB Yuan was invested by Party A accounting for 40% of the total registered capital. 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 40% 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 equity are transferred along with it.
3. The Buyer 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)
Party A (Signature & Stamp)
Party B (Signature & Stamp)
 
 
 
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