8-K

 

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):     March 30, 2011

China CGame, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-33709	51-05021250
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

Research Building, No.801 Wuzhong Road, Changzhou Science and Education Industrial Park Wujin District, Changzhou, Jiangsu, People’s Republic of China	N/A
(Address of principal executive offices)	(Zip code)
Registrant’s telephone number, including area code:	0086-519-86339908

(Former Name or Former Address, If Changed Since Last Report)

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:

¨           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 March 30, 2011, China CGame, Inc.’s (the “Company”) subsidiary, Shanghai ConnGame Network, Ltd (the “Shanghai ConnGame”), entered into a Supplemental Agreement to the Cooperation Agreement dated July 12, 2010 (the “Supplemented Cooperation Agreement”) with the Administrative Committee of Jiangsu Wujin High Technology Industrial Development Zone (the “Administrative Committee”).

Pursuant to the Supplemented Cooperation Agreement, the Company established Changzhou ConnGame Network, Ltd (the “Changzhou ConnGame”), as a new indirect subsidiary of the Company to be located in Jiangsu Wujin High Technology Industrial Development Zone. Additionally, Shanghai ConnGame agreed to relocate its headquarters to Changzhou and to ensure that the revenue from its new products will be recorded by Changzhou ConnGame.The Administrative Committee indicated that it would cause an investment of RMB 20 million to be made into a subsidiary of the Company, and also agreed to use its best efforts to assist Changzhou ConnGame to obtain funds and preferential policies for certain early stage operating expenses from provincial, municipal and district governments, and such agreement to assist ceasing after Changzhou ConnGame after RMB 10 Million of support has been provided.

ITEM 7.01 Regulation FD Disclosure.

On April 4, 2011, the Company issued a press release announcing the execution of the Supplemental Agreement to the Cooperation Agreement with Jiangsu Wujin High Technology Industrial Development Zone.  A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and the information therein is incorporated herein by reference.

The information reported under Item 7.01 in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

9.01 (d) Exhibits

Exhibit Number	Description
10.1	Supplemental Agreement to Cooperation Agreement dated March 30, 2011, by and between Shanghai ConnGame Network, Ltd and the Administrative Committee of Jiangsu Wujin High Technology Industrial Development Zone.
99.1	Press Release dated April 4, 2011

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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.

Date:      April 4, 2011	China CGame, Inc.
	By:	/s/ Zhixin (Steven) Xing
	Name:    Zhixin (Steven) Xing
	Title:      Chief Executive Officer

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EXHIBIT INDEX

Exhibit Number	Description
10.1	Supplemental Agreement to Cooperation Agreement dated March 30, 2011, by and between Shanghai ConnGame Network, Ltd and the Administrative Committee of Jiangsu Wujin High Technology Industrial Development Zone.
99.1	Press Release dated April 4, 2011

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EX-10.1

 

SUPPLEMENTAL AGREEMENT

TO THE COOPERATION AGREEMENT

Party A: The Administrative Committee of Jiangsu Wujin High Technology Industrial Development Zone

Address: No. 1, Xihu Road, Wujin District, Changzhou, Jiangsu Province

Party B: Shanghai ConnGame Network, Ltd

Address: Floor 3th, Building A2, No. 171, Huayuan Road, Hongkou District, Shanghai

Party A and Party B entered into a Cooperation Agreement on July 12, 2010 (the “Original Agreement”). After signing the Original Agreement, Party B established Changzhou ConnGame Network, Ltd in the industrial park of Party A (the “New Company”). According to Item 3 of Section 3 in the Original Agreement, following mutual consultation, Party A and Party B have reached an agreement regarding the issues as set forth below, and have entered into this agreement as a supplemental agreement to the Original Agreement.

1. Party B shall officially transfer its headquarter to the New Company on March 31, 2011. After the commercial launch of the new products of Party B in May 2011, all the sales revenue shall be recorded by the New Company.

2. Party B shall change its NASDAQ Stock Code from CAEI to CCGM, and change the registered address of CCGM on NASDAQ to the address of Changzhou information industrial park on March 31, 2011.

3. Party A shall cause Changzhou Binhu Construction Development Group Co., Ltd, to make an equity investment in the amount of RMB 20 Million to Party B.

4. In addition to providing the direct support fund, Party A shall use its best effort to assist the New Company to obtain funds and preferential policies from provincial, municipal and district governments. When the New Company has obtained RMB 10 Million from provincial, municipal and district levels with the help of Party A, then Party A shall have the right to stop providing the support fund.

5. For the issues that are not included in this agreement, each party shall consult with the other party. The result of such consultation shall be regarded as a formal agreement.

PARTY A:

THE ADMINISTRATIVE COMMITTEE OF JIANGSU WUJIN HIGH

TECHNOLOGY INDUSTRIAL DEVELOPMENT ZONE

Signature of Legal Representative or Representative
By:	/s/ Su Jianghua
Date: March 30, 2011

PARTY B:

SHANGHAI CONNGAME NETWORK, LTD

Signature of Legal Representative or Representative
By:	/s/ Zhixin (Steven) Xing
Date: March 30,2011

EX-99.1

China CGame Announces Cooperation with Changzhou Government

Changzhou, China, April 4, 2011. China CGame, Inc. (Nasdaq: CCGM) (the "Company"), a self-developer of online games and a provider of high-end envelope architectural systems, today announced its cooperation with the Administrative Committee of the Jiangsu Wujin High Technology Industrial Development Zone, a branch of the Wujin district government in the city of Changzhou (the "Committee").

Pursuant to the agreement with the Committee, the Company has established a subsidiary named Changzhou ConnGame Network, Ltd in Changzhou and has agreed to relocate its headquarters to the city. The Committee agreed to make an equity investment of RMB 20 million in Changzhou ConnGame through the Changzhou Binhu Construction Development Group Co., a state-owned company controlled by the Administrative Committee. The Committee also agreed to use its best effort to assist the Changzhou ConnGame to obtain at least RMB 10 million in financial support for certain early stage operating expenses.

Mr. Steven Xing, Chief Executive Officer of the Company, said, “I am pleased to announce the relocation of our headquarters and our cooperation with the Changzhou government. Changzhou has an excellent environment for technology and creative industries, with over three hundred software and animation companies located in the Wujin district of the city. We are happy to join these companies, and look forward to cooperating with the local government to rebuild the value of China CGame and develop the high technology industrial base of Changzhou.”

Mr. Fan Yanqing, the Party Secretary of Changzhou, said, “I am pleased to welcome China CGame to Changzhou. We believe that the company's listing on Nasdaq will boost the development of our local technology and creative industries, helping to attract both talent and capital to the city of Changzhou.”

About China CGame

China CGame, Inc. is a self-developer of online games and provider of high-end building envelope architectural systems. Through its subsidiaries, Changzhou ConnGame Network Ltd. and Shanghai ConnGame Network Ltd., the Company leverages its game engines, development platforms, and production teams to develop and operate MMORPGs. The Company has two games under development. The first game, “Revolution,” will allow game players to travel between Western and Eastern cultures, including adventures at historic locations and turf wars. The second game, “The Warring States,” is a historic military adventure game based on the well-known period in ancient Chinese history of the same name. Game players will be able to join any of the seven states (e.g. Qin, Chu, Wei, Zhao, Yan, Han or Qi), and experience the historic battles of the period. The Company also provides design, engineering, fabrication and installation services for high-end curtain wall systems, roofing systems, steel construction systems, and eco-energy systems.

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Forward-Looking Statements

In addition to historical information, the statements set forth above may include forward-looking statements that involve risk and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Actual results could differ materially from the expectations contained in forward-looking statements as a result of risks and uncertainties, including, but not limited to, difficulties in moving into the online gaming market; the Company’s ability to successfully and timely develop and commercially launch its first MMORPG game; the completion risk with respect to the proposed equity investment from Changzhou Binhu Construction Development Group Co.; required Company payments under the waiver agreement and ability to maintain the conditions of the bondholder waiver and dilution from the potential adjustment to the conversion price of the bonds for non-compliance with the waiver; identification and remediation of the Company's deficiencies and weaknesses in its internal controls over financial reporting, potential claims or litigation that may result from the occurrence of restatements, ability to identify and secure debt, equity, and/or other financing required to continue the operations of the Company; reduction or reversal of the Company's recorded revenue or profits due to "percentage of completion" method of accounting and expenses; increasing provisions for bad debt related to the Company's accounts receivable; fluctuation and unpredictability of costs related to our products and services; adverse capital and credit market conditions; expenses and costs associated with its convertible bonds, regulatory approval requirements and competitive conditions; and various other matters, many of which are beyond our control. These and other factors that may result in differences are discussed in greater detail in the Company's reports and other filings with the Securities and Exchange Commission.

Investor Contact:

Email: ir@chinacgame.com

IR department: (347) 688-9826

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