-----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, T3r4GDTvy2gRyOKg1vdfOlIL7hGGvoyYLO8ObuGhRmIxDjByxz2Ry6Z4lhd+Z0rX 94ZaWviegO5SEejr5CNkdA== 0001010549-06-000105.txt : 20060217 0001010549-06-000105.hdr.sgml : 20060217 20060217151051 ACCESSION NUMBER: 0001010549-06-000105 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20051229 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060217 DATE AS OF CHANGE: 20060217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHINA DIGITAL WIRELESS INC CENTRAL INDEX KEY: 0000721693 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 900093373 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12536 FILM NUMBER: 06628887 BUSINESS ADDRESS: STREET 1: 429 GUANGDONG ROAD CITY: SHANGHAI STATE: F4 ZIP: 200001 BUSINESS PHONE: 86-21 6336-8686 MAIL ADDRESS: STREET 1: 429 GUANGDONG ROAD CITY: SHANGHAI STATE: F4 ZIP: 200001 FORMER COMPANY: FORMER CONFORMED NAME: BOULDER ACQUISITIONS INC DATE OF NAME CHANGE: 20020430 FORMER COMPANY: FORMER CONFORMED NAME: BOULDER BREWING CO DATE OF NAME CHANGE: 19920703 8-K 1 cdwi8k122905.txt 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 December 29, 2005 Date of Report (Date of earliest event reported) China Digital Wireless, Inc. (Exact name of registrant as specified in its charter) Nevada 333-120431 90-0093373 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 429 Guangdong Road Shanghai, China 200001 (Address of Principal Executive Offices and Zip Code) (011) 86-21-6336-8686 (Registrant's telephone number, including area code) N/A (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 (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 December 29, 2005, Shanghai TCH Data Science & Technology Co. Ltd ("TCH"), a wholly-owned subsidiary of China Digital Wireless, Inc. (the "Company"), entered into a series of agreements to purchase (i) 95% of the equity interests of Shanghai Kena Energy Saving Electric Co Ltd ("Kena") for an aggregate purchase price of RMB 28,500,000; (ii) a related patent from one of the stockholders of Kena for RMB 11,000,000; and (iii) related rights to make a patent application from one of the stockholders of Kena for RMB 11,000,000. On February 10, 2006, these agreements were amended to impose an additional condition on Zhang Naiyao, the transferor of the patent and the right to make the patent application, that if he fails to provide the necessary technical assistance services to enable TCH to use the patented technology in producing products on a large scale that meet the standards set by TCH within one year, TCH shall have the right to demand for the return of the relevant payment received by him in full and to terminate the agreement for the assignment of the patent and the right to apply for registration of the patent. The amendments also set forth the arrangement for payment of purchase price between TCH and Shanghai Sifang Co. Ltd ("Sifang"). The purchase price for both the equity interests in Kena and the consideration for purchase of the patent and the right to apply for registration of the patent shall be paid by Sifang on behalf of TCH. Sifang is an affiliate of the Company in that Sifang's stockholders are also stockholders of the Company. According to the amended agreements, the amount of the purchase consideration paid by Sifang on behalf of TCH will be applied to offset the trade receivables owed to TCH by Sifang. English summaries of the agreements, as amended, are attached hereto as exhibits and incorporated herein. Kena was established on April 26, 2005, by American Electronics Science and Technology, SCT Holdings Electrical PTE Ltd and Tianci Group of China. It specializes in the research, development and manufacture of energy-saving products, as well as illumination projects in China. The patent and patent application mentioned above relate to a "three phase transformer" which is used in connection with a power supply system and utilizes technology that allows manufacturers to produce transformers with high energy transfer efficiency at a low costs. This technology is expected to be available for mass production within one year. The transactions are subject to regulatory approval in The People's Republic of China. Item 9.01 Financial Statements and Exhibits (d) Exhibits. The exhibits listed below, which are filed with this report on Form 8-K, are English summaries of the documents indicated, which were originally prepared and executed in Chinese. Exhibit No. Description - ----------- ----------- 10.1 English Summary of the Equity Transfer Termsheet. 2 10.2 English Summary of the Agreement relating to the assignment of debt under the Equity Transfer Agreement. 10.3 English Summary of an Agreement relating to transfer of patent ownership. 10.4 English Summary of an Agreement relating to transfer of right to make patent application. 10.5 English Summary of an Agreement in relation to assignment of debt under the Agreements for the transfer of patent rights. 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CHINA DIGITAL WIRELESS, INC. By /s/ Tai Caihua ----------------------------------- Tai Caihua President and Chairman of the Board Dated: February 15, 2006 4 EX-10.1 2 cdwi8kex101122905.txt ENGLISH SUMMARY OF THE EQUITY TRANSFER TERMSHEET Exhibit 10.1 Summary of the Equity Transfer Agreement Transferors - Tai Yi (holder of 38% total equity interest in Shanghai Kena Energy Saving Electric Co Ltd ("the Company"); - Zheng Chang (holder of 32% total equity interest in the Company); - Zhang Naiyao (holder of 25% total equity interest in the Company). Transferee Shanghai TCH Data Science & Technology Co. Ltd The Transfer Transferors to transfer 95% total equity interest in the Company to the Transferee, together with all rights attached (including but not limited to the right to receive dividends and the right to appoint directors) Consideration Transferee to pay a total consideration in sum of RMB28,500,000.00 to the Transferors: - Payment of RMB11,400,000 to Tai Yi for 38% total equity interest in the Company; - Payment of RMB9,600,000 to Zheng Chang for 32% total equity interest in the Company - Payment of RMB7,500,000 to Zhang Naiyao for 25% total equity interest in the Company Date of the Agreement 29 December 2005 Effective date of the Date of registration of the Transfer Transfer Payments of - Payments to be made within 10 working days after consideration the registration of the Transfer has been approved by the State Administration for Industry and Commerce - Payments to be made to the Transferors by Shanghai Sifang Co. Ltd on behalf of the Transferee (details of such arrangement to be agreed by the Transferors and the Transferee and Shanghai Si Fang Co. Ltd) Tax Each party shall bear their own tax liability EX-10.2 3 cdwi8kex102122905.txt ENGLISH SUMMARY OF THE AGREEMENT Exhibit 10.2 Summary of the Agreement relating to the assignment of debt under the Equity Transfer Agreement Parties 1. Shanghai TCH Data Science & Technology Co. Ltd(i(degree)Ai+/-) 2. Tai Yi; Zheng Chang; Zhang Naiyao ("B"); 3. Shanghai Sifang Co. Ltd("C") Date of the Agreement 29 December 2005 (as amended by the parties on 10 February 2006) Assignment of debt Parties agree that:- (which is owed by A to - C shall pay the debt of RMB28,500,000 (being the B under the Equity consideration payable to B pursuant to the Equity Transfer Agreement) Transfer Agreement) to B on behalf of A; from A to C - The obligation of A to pay the above debt to B under the Equity Transfer Agreement shall deem to be fulfilled upon the receipt of the above funds by B from C - the amount of RMB28,500,000 shall be settled by C for and on behalf of A. The amount of the purchase consideration paid by C on behalf of A will be applied to offset the trade receivables owed to A by C. Method of payment - C shall pay B within 5 working days after the receipt of written notice from A - C shall bear the responsibility if the payments are not made in accordance with the instructions stated in the written notice issued by A - B may require A to pay directly only if:- a. C fails to pay for more than 30 days; b. C gives written notice to B indicating that C would not fulfill the obligation to pay the consideration; or c. C loses the ability to pay the consideration Penalty for late payment C shall pay B a penalty in the amount of 2.1/10000 of the unpaid amount each day from the date of non-payment until payment is made. Tax Each party shall bear their own tax liability EX-10.3 4 cdwi8kex103122905.txt ENGLISH SUMMARY OF THE AGREEMENT Exhibit 10.3 Summary of an Agreement relating to transfer of patent ownership Transferor Zhang Naiyao - the sole owner of the utility model patent right of a type of power transformer Transferee Shanghai TCH Data Science & Technology Co. Ltd The Transfer - the Transferor shall transfer to the Transferee his patent right [Reference no. for the patent: ZL200320123062.9 Effective period of the Patent: 10 years ; Date of announcing patent ownership: 9 February 2005] - the Transferor shall provide the Transferee with:- > all documents relating to its patent application; > all documents issued by China Patent Office; > all certificates issued by China Patent Office Consideration the Transferee shall pay the sum of RMB11,000,000 to the Transferor Date of the Agreement 29 December 2005 Payment of - Payment shall be made by the Transferee or any consideration third party appointed by the Transferee within 10 days after the receipt of "Change of Patent Applicant" by the Transferee and the approval of such change by the State Intellectual Property Office. Penalty for breach of - If the Transferor refuses to provide the Transferee the Agreement with information required under the Agreement to comply with the procedures of the Transfer, the Transferee shall be entitled to demand for the payment of RMB50,000 as compensation; - If the Transferee is in breach of the Agreement, the Transferor shall be entitled to demand for payment of RMB50,000 as compensation and to demand for the return of information provided. EX-10.4 5 cdwi8kex104122905.txt ENGLISH SUMMARY OF THE AGREEMENT Exhibit 10.4 Summary of an Agreement relating to transfer of right to make patent application Transferor Zhang Naiyao - owner of the right to make patent application in relation to the invention-creation right of a type of power transformer Transferee Shanghai TCH Data Science & Technology Co. Ltd The Transfer - the Transferor shall transfer to the Transferee his right to make patent application Reference no. for patent application: 200310124510.1; - the Transferor shall provide the Transferee with:- > all documents relating to its patent application; > all documents issued by China Patent Office; > all certificates issued by China Patent Office Consideration the Transferee shall pay the sum of RMB11,000,000 to the Transferor Date of the Agreement 29 December 2005 Payment of consideration - Payment shall be made by the Transferee or any third party appointed by the Transferee within 10 days after the receipt of "Change of Patent Applicant" by the Transferee and the approval of such change by the State Intellectual Property Office. Penalty for breach of - If the Transferor refuses to provide the Transferee the Agreement with information required under the Agreement to comply with the procedures of the Transfer, the Transferee shall be entitled to terminate the Agreement, to demand for the return of consideration paid and to demand for the payment of compensation of RMB100,000 - If the Transferor delays in providing the Transferee with information under the Agreement to comply with the procedures of the Transfer, the Transferee shall be entitled to demand for the payment of compensation, of RMB100,000 per week; and, if payment has not been made within 2 months from the date of which it is due, to terminate the agreement - If the Transferee refuses to pay the consideration, the Transferor shall be entitled to terminate the Agreement, to demand for the return of information provided and to demand for the payment of compensation of RMB100,000 - If the Transferee delays in paying the consideration, the Transferor shall be entitled to demand for interest accrued and, if payment has not been made within 2 months from the date of which it is due, to terminate the Agreement if the payment is not made within 2 months, and demand a penalty payment of RMB100,000. EX-10.5 6 cdwi8kex105122905.txt ENGLISH SUMMARY OF THE AGREEMENT Exhibit 10.5 Summary of an Agreement in relation to assignment of debt under the Agreements for the transfer of patent rights Parties 1. Shanghai TCH Data Science & Technology Co. Ltd ("A") 2. Zhang Naiyao ("B") - owner of patent rights (utility model patent right and the right to make patent application in relation to the invention-creation rights) of a type of power transformer; 3. Shanghai Si Fang Co. Ltd ("C") Date of the Agreement 29 December 2005 (as amended by the parties on 10 February 2006) Assignment of debt (which Parties agree that:- is owed by A to B under - C shall pay the debt of RMB22,000,000 to B on the 2 Agreement relating behalf of A; to the utility model - The obligation of A to pay the above debt to B patent right and the under the 2 Agreement relating to the transfer of invention-creation patent rights shall deem to be fulfilled upon the patent rights) from A receipt of the above sum by B to C - the amount of RMB22,000,000 shall be settled by C for and on behalf of A. The amount of the purchase consideration paid by C on behalf of A will be applied to offset the trade receivables owed to A by C. Provided that if B fails to provide the necessary technical assistance services to enable A to use the patented technology in producing products in a large scale that meets the standards set by A within one year, A shall have the right to demand for the return of relevant payment received by B in full and to terminate the agreement. Method of payment - C shall pay B within 5 working days after the receipt of written notice from A - C shall bear the responsibility if the payments are not made in accordance with the instructions stated in the written notice issued by A - B may require A to pay directly only if:- a. C fails to pay for more than 30 days; b. C gives written notice to B indicating that C would not fulfill the obligation to pay the consideration; or c. C loses the ability to pay the consideration - if B fails to make the patent technically available for mass production within one year, A shall be entitled to demand for the return of relevant payment (partial or total) as compensation. The exact amount of penalty will be defined in an extra agreement. Penalty for late C shall pay B a penalty in the amount of 5/10000 of payment the unpaid amount each day from the date of non-payment until payment is made. Tax Each party shall bear their own tax liability -----END PRIVACY-ENHANCED MESSAGE-----