0001369170-13-000005.txt : 20131230 0001369170-13-000005.hdr.sgml : 20131230 20131227202730 ACCESSION NUMBER: 0001369170-13-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20131224 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20131230 DATE AS OF CHANGE: 20131227 FILER: COMPANY DATA: COMPANY CONFORMED NAME: China Media Group CORP CENTRAL INDEX KEY: 0001211211 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 320034926 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50431 FILM NUMBER: 131301395 BUSINESS ADDRESS: STREET 1: 9901 I.H. 10 WEST STREET 2: SUITE 800 CITY: SAN ANTONIO STATE: TX ZIP: 78230 BUSINESS PHONE: 01186755 61657704 MAIL ADDRESS: STREET 1: 9901 I.H. 10 WEST STREET 2: SUITE 800 CITY: SAN ANTONIO STATE: TX ZIP: 78230 FORMER COMPANY: FORMER CONFORMED NAME: DELIGHTFULLY FROZEN CORP DATE OF NAME CHANGE: 20021219 8-K 1 r8k-122413cmg.htm FORM 8-K CHINA MEDIA GROUP CORPORATION

 

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): December 23, 2013

 

CHINA MEDIA GROUP CORPORATION

(Exact Name of Registrant as Specified in Charter)

Texas 5813 75-3016844
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
     

 

No. 55 Jalan Snuker 13/28, Tadisma Business Park, Section 13, 40100 Shah Alam, Selangor, Malaysia n/a
(Address of principal executive offices) (Zip code)
   
Registrant's telephone number, including area code:

Tel: +60355197079

Fax: +60355190839

 

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(17CFR240.14d-2(b))

 

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))

 

 
Item 1.01 Entry into a Material Definitive Agreement

 

As announced in the Form 8K filed on October 29, 2013, China Media Group Corporation ("CMG" or the "Company") ("Purchaser") and Samata Ventures Sdn Bhd and Clixster Sdn. Bhd. (jointly referred to as the "Vendors") entered into a conditional conditional Sale and Purchase Agreement ("SP Agreement") for the Purchaser to acquire 63.2% equity interests in Clixster Mobile Sdn Bhd ("Clixster Mobile") from the Vendors.

 

As announced in the Form 8K filed on December 2, 2013, the parties to the SP Agreement entered into a supplemental agreement to extend the long stop date in the SP Agreement from November 30, 2013 to December 23, 2013.

 

On December 23, 2013, the parties to the SP Agreement entered into a second supplemental agreement to extend the long stop date in the SP Agreement from November 30, 2013 to January 31, 2014.

 

The Second Supplemental Agreement is attached hereto in Exhibit 10.1.

 

Exhibit Description Location
Exhibit 10.1 Second Supplemental Agreement Provided herewith

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Date: December 24, 2013

CHINA MEDIA GROUP CORPORATION

   
   
  By: /s/ MOHD MAHYUDIN ZAINAL
  ---------------------------------
  Name: MOHD MAHYUDIN ZAINAL
  Title: President
   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EX-10 2 ex-122413cmg.htm EXHIBIT 10.1

 

Exhibit 10.1

 


Dated the 23 day of December 2013

 

  

 

samata ventures sdn bhd & clixster sdn bhd

(the "Vendor")

 

and

 

 

CHINA MEDIA GROUP CORPORATION

(the "Purchaser")

 

 

and

 

CLIXSTER MOBILE SDN. BHD.

(the "Company")

 

 

 

 

——————————————————————————————

SECOND SUPPLEMENTAL AGREEMENT

 

RELATING TO

 

THE SALE AND PURCHASE OF 63.2% INTEREST

 

IN

 

CLIXSTER MOBILE SDN. BHD.

——————————————————————————————

 

 

SECOND SUPPLEMENTAL AGREEMENT

 

This Agreement is made on this 23th day of December 2013

 

BETWEEN

 

  1. SAMATA VENTURES SDN BHD (957297-K) and CLIXSTER SDN BHD (957300-X) the companies incorporated in Malaysia and having its registered office at No 5-4-2 Jalan 2/50, Diamond Square, Off Jalan Gombak, 53000 Kuala Lumpur (jointly referred to as the "Vendor"); and

 

  1. CHINA MEDIA GROUP CORPORATION, a company incorporated in Texas, U.S.A. and having its correspondence address in Malaysia at No 55, Jalan Snuker 13/28, Tadisma Business Park, Section 13, 40100 Shah Alam, Selangor, Malaysia, Malaysia ("Purchaser"); and

 

  1. CLIXSTER MOBILE SDN BHD (982816-U) a company duly incorporated in Malaysia and having its principal place of business at No 3 Jalan Sri Hartamas 7, Taman Sri Hartamas 50480 Kuala Lumpur, Malaysia ("Company" or "Clixster") on the following terms and conditions.

WHEREAS

 

(a)The Parties above have entered into a Sale and Purchase Agreement dated October 29, 2013 wherein the Purchaser agreed to purchase from the Vendor the 63.2% equity interests in the Company (the "SP Agreement").

 

(b)On November 25, 2013 the Parties entered into a supplemental agreement to extend the deadline of closing the agreement to December 23, 2013.

 

(c)The Parties to the agreement wishes to further extend the long stop date in the SP Agreement and to amend this term in the SP Agreement as set out in the terms and conditions of this second supplemental agreement.

 

NOW IT IS HEREBY AGREED as follows:

 

TERMS AND CONDITIONS

 

  1. Terms defined in the SP Agreement shall have the same meaning and construction when used in this Agreement, except to the extent that the context requires otherwise.

  1. The Parties agree that the term of the long stop date of the SP Agreement shall be amended to give effect that the Long Stop date as defined in the SP Agreement shall be January 31, 2014. It is further agreed that the definition of Long Stop Date in Clause 1.1 of the SP Agreement shall be amended from "December 23, 2013" (through the first supplemental agreement dated November 25, 2013) to "January 31, 2014." All other terms and conditions in the SP Agreement remain unchanged.

  1. This Agreement shall be governed by and construed in accordance with the laws of Malaysia. Clause 1.1 of the SP Agreement shall incorporate amendment in Clause 2 above and the applied to the parties mutates mutandis.

 

IN WITNESS WHEREOF this Agreement has been executed on the day and year first above written.

 

 

SIGNED by )  
for and on behalf of )  
Samata Ventures Sdn. Bhd. ) /S/Dato Dr. Ir. Megat Radzman Megat Khariuddin
  )  
  )  
     
     
SIGNED by )  
for and on behalf of )  
CLIXSTER SDN. Bhd. ) /S/ Noor Azlan Khamis
  )  
  )  
     
     
SIGNED by )  
for and on behalf of )  
CHINA MEDIA GROUP CORP ) /S/ Mohd Mahyudin Zainal
  )  
  )  
     
     
SIGNED by )  
for and on behalf of )  
CLIXSTER MOBILE  SDN. BHD. ) /S/ Noor Azlan Khamis
  )  
  )