-----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, UhL2eTUBnS1stRMA9/rjO8CBEbzneZusPj2uzU84a4pHwLnaGXCbWK9U+bfrv4Yi hmHypZwzCclq2oxTZayVpQ== 0001144204-05-037346.txt : 20051122 0001144204-05-037346.hdr.sgml : 20051122 20051122122409 ACCESSION NUMBER: 0001144204-05-037346 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20051122 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Completion of Acquisition or Disposition of Assets FILED AS OF DATE: 20051122 DATE AS OF CHANGE: 20051122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHINA CABLE & COMMUNICATION INC CENTRAL INDEX KEY: 0000773394 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 112717273 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 002-98997-NY FILM NUMBER: 051220466 BUSINESS ADDRESS: STREET 1: SUITE 805, ONE PACIFICE PLACE CITY: 88 QUEENSWAY STATE: K3 ZIP: XXXXX BUSINESS PHONE: 852 2591 1221 MAIL ADDRESS: STREET 1: SUITE 805, ONE PACIFICE PLACE CITY: 88 QUEENSWAY STATE: K3 ZIP: XXXXX FORMER COMPANY: FORMER CONFORMED NAME: CHINA CABLE & COMMUNICATIONS INC DATE OF NAME CHANGE: 20030801 FORMER COMPANY: FORMER CONFORMED NAME: NOVA INTERNATIONAL FILMS INC DATE OF NAME CHANGE: 19920703 8-K 1 v030221_8k.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 Date of report (Date of earliest event reported): November 22, 2005 CHINA CABLE AND COMMUNICATION, INC. (Exact name of registrant as specified in Charter) Delaware 2-98997-NY 11-2717273 (State or other jurisdiction of (Commission File No.) (IRS Employee incorporation or organization) Identification No.) No. 22 Bei Xin Cun Hou Street, Xiang Shan, Haidian District Beijing 100093, the People's Republic of China (Address of Principal Executive Offices) (86) 10-8259 9426 ----------------- (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(b) under the Exchange Act (17 CFR 240.14a-12(b)) |_| 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)) Section 1 - Registrant's Business and Operations Item 1.01 Entry into a Material Definitive Agreement As used in this report, "we", "us", "our", "company" or "CCCI" refers to China Cable and Communication, Inc., a Delaware corporation. On November 19, 2005, we entered into a Stock Purchase Agreement (the "Purchase Agreement") with Mr. Chang-ping Mei, a third party independent of the Company's directors, officers and major shareholder. Pursuant to the Purchase Agreement, we agreed to acquire the 100% interest in Golden Harvest Yield Limited ("Golden Harvest"), a company incorporated under the laws of the British Virgin Islands, from Mr. Mei at a cash consideration of $8 million. Golden Harvest signed an operating agreement with Beijing Wei Zhong Hospital to operate the hospital for a term of 15 years starting from January 1, 2002. On August 8, 2005, a business valuation of the operating agreement was carried out by Beijing Jingjiaxin CPA Company Limited. The appraised value of the business, based on the discounted cash flow model is RMB84,164,059 (approximately $10,390,000). On November 19, 2005, CCCI entered into another Stock Sale Agreement (the "Sale Agreement") with Mr. Mei. Pursuant to the Sale Agreement, we agreed to sell the 100% interest in Broadway Offshore Limited, a company incorporated under the laws of the British Virgin Islands at a cash consideration of $8 million. The cash consideration payable by Mr. Mei was offset against the cash consideration to be paid by CCCI to Mr. Mei in respect of the Purchase Agreement as mentioned above. Broadway Offshore Limited owned 49% of the issued and outstanding shares of capital stock on a fully diluted basis of Baoding Pascali Broadcasting Cable Television Integrated Information Networking Co., Ltd. (the "Joint Venture"). The Joint Venture is a Sino-Foreign joint venture established in the People's Republic of China, between Broadway Offshore Limited and Baoding Pascali Multimedia Transmission Networking Co., Ltd., a Chinese state-owned enterprise. The Joint Venture operates a cable television network in the municipality of Baoding, near Beijing in China. The Joint Venture has over 200,000 subscribers in a market with a population of over 10 million. Item 2.01 Completion of Acquisition or Disposition of Assets The closing under the Purchase Agreement and the Sale Agreement with Mr. Mei was completed on November 19, 2005. 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: November 22, 2005 CHINA CABLE AND COMMUNICATION, INC. By: /s/ Hong-Tao Li ------------------------------------- Hong-Tao Li Director -----END PRIVACY-ENHANCED MESSAGE-----