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): September 23, 2011

Jingwei International Limited

(Exact name of registrant as specified in charter)

Nevada

(State or other jurisdiction of incorporation)

333-122557	20-1970137
(Commission File Number)	(IRS Employer Identification No.)

Room 701-702, Building 14, Keji C. Rd., 2nd, Software Park

Nanshan District,

Shenzhen, PRC 518057

(Address of principal executive offices and zip code)

+ 86-0755-83437888

(Registrant’s telephone number including area code)

(Former Address)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 September 23, 2011, Jingwei International Limited (the “Company”), New Yulong Information  Technology Co. Ltd. (“New Yulong IT” or the “Seller”), a wholly owned subsidiary of the Company, and Mr. George Du (the “Purchaser”), the Company’s Chief Executive, President and Chairman, entered into a Stock Purchase Agreement (the “Purchase Agreement”), pursuant to which New Yulong IT agreed to sell and the Purchaser agreed to acquire all of the outstanding shares of Beijing New Media Advertising Co. Ltd. (“Beijing New Media”). Under the terms of the Purchase Agreement, the Purchaser will pay New Yulong IT a purchase price of $858,149, which is equal to the net book value of Beijing New Media (the “Purchase Price”), and the Purchase Price shall be paid in full at closing, by wire transfer of immediately available funds to an account designated by Seller in writing prior to the closing date.  This acquisition is expected to be completed before October 31, 2011.

A copy of the Purchase Agreement is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

The Company issued a press release on September 29, 2011, announcing that the parties had entered into the Purchase Agreement and other corporate information. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in set forth in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K will not be incorporated by reference into any registration statement or other document filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.

Item 9.01  Financial Statements and Exhibits.

(d)  Exhibits

Exhibit No.	Description
10.1	Stock Purchase Agreement dated as of September 23, 2011 among Jingwei International Limited, New Yulong Information Technology Co. Ltd. and Mr. George Du
99.1	Press Release dated September 29, 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.

	JINGWEI INTERNATIONAL LIMITED
	By:	/s/ Yong Xu
	Name:  Yong Xu
	Title:    Chief Financial Officer
Dated: September 29, 2011

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Exhibit Index

Exhibit No.	Description
10.1	Stock Purchase Agreement dated as of September 23, 2011 among Jingwei International Limited, New Yulong Information Technology Co. Ltd. and Mr. George Du
99.1	Press Release dated September 29, 2011

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EX-10.1

STOCK PURCHASE AGREEMENT

BY AND AMONG

Jingwei International Limited，

New Yulong Information Technology Co. Ltd.,

AND

Mr. George Du

DATED AS OF SEPTEMBER 23, 2011

     THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of September 23, 2011，by and among Jingwei International Limited, a Nevada corporation (the "Company"), New Yulong Information Technology Co. Ltd. (“New Yulong IT”), a corporation registered in Shenzhen, China and a subsidiary of the Company (the “Seller”), and Mr. George Du (the “Purchaser”).

RECITALS

A.  The Boards of Directors of the Company and New Yulong IT desire to  sell to the Purchaser all of the outstanding equity interests in Beijing New Media Advertising Co. Ltd. (“Beijing New Media”), which is engaged in creating, planning and handling advertising, as well as providing branding strategy and sales promotions for its clients;

B.  The Purchaser desires to purchase from Seller all of the assets, liabilities and business of Beijing New Media, as set forth below and in the attached schedules, upon the terms and subject to the conditions hereinafter set forth;

C.  The sale of Beijing New Media shall be effected through a sale of Beijing New Media shares by the Seller in accordance with the terms of this Agreement and the related Chinese corporation laws, as a result of which Beijing New Media shall cease to be a wholly owned subsidiary of the Seller and the Company;

     NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth below, the Company, the Seller and Purchaser agree as follows:

ARTICLE I

THE TRANSACTION

1.1    Purchase and Sale.  Upon the terms of this Agreement, at the closing date set forth in this Agreement, the Seller shall sell, convey, transfer, assign and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Beijing New Media shares free and clear of all liens.

1.2    Purchase Price.  The Company, the Seller and the Purchaser hereby agree to the following terms and conditions with respect to the Transaction:

(a)  The Purchaser shall pay a purchase price of $858,149, which is equal to the net book value of Beijing New Media as of June 30, 2011 (the “Purchase Price”);

(b)  The Purchase Price shall be paid in full at Closing, by wire transfer of immediately available funds to an account designated by Seller in writing prior to Closing; 

1.3  Delivery of Company Shares.

(a)           At or prior to the Closing, the Seller and the Purchaser shall jointly prepare and cause to be filed with the State Administration for Industry & Commerce of the People's Republic of China applications for registration changes in Articles of Incorporation, legal representative and business license of Beijing New Media, in such form in accordance with the relevant Chinese corporate laws.

The Transaction shall become effective upon the approval of the above mentioned registration changes. The date of registration change in Articles of Incorporation is referred to herein as the “Closing Date”.

(b)           Upon the approval of the registration changes described in Section 1.3(a), Beijing New Media shall cease to be a wholly owned subsidiary of the Seller and the Company.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller provides the key representations and warranties set forth below with respect to the Transaction.   

2.1 Organization and Qualification

Beijing New Media is a corporation duly incorporated, validly existing and in good standing under the law of China. The copies of Beijing New Media's certificate of incorporation and bylaws, each as amended to date and each hereto made available to the Purchaser, are complete and correct, and no amendments thereto are pending. Beijing is duly licensed and qualified to do business and in good standing in each jurisdiction, in which the operation of its business makes such licensing or qualification to do business necessary.

 2.2 No Undisclosed Liabilities

Except as disclosed in Beijing New Media financial statements as of June 30, 2011, Beijing New Media does not have any liabilities (whether accrued, absolute, contingent or otherwise) of a type that would be required by GAAP to be reflected on a consolidated balance sheet of Beijing New Media, except for liabilities that, individually or in the aggregate, would not result in above RMB 10,000, or USD 1,547 as of August 31, 2011.

2.3 Tangible Assets.

                     All material items of tangible property contain no material defects and are in good operating condition and repair, subject to normal routine wear and maintenance, are usable in the regular and ordinary course of business, and conform in their current condition to all applicable laws, ordinances, codes, rules and regulations, and authorizations relating to their construction, use and operation, without any need for capital improvements or other modification or alteration.

2.4 Accounts Receivable.

                     Each of the Accounts Receivables included in the financial statements of Beijing New Media as of June 30, 2011 represents a valid obligation arising from services rendered or products sold in the ordinary course of business of Beijing New Media. Each reported Intercompany Account Receivable can be fully collected before September 30, 2011. Unless paid prior to Closing, the Accounts Receivables are or will be as of Closing current and collectible. None of the Accounts Receivables is subject to any right of offset or reduction and Seller is the sole beneficial and legal owner of all Accounts Receivables and none

ARTICLE III

EXPENSES

3.1 Expenses.

(a)  All out-of-pocket expenses related to the preparation, negotiation, execution and performance of this Agreement, and the transactions contemplated hereby, and the closing thereof, which are estimated to be insignificant, shall be paid by the Seller.

(b)  In case the out-of-pocket expenses in total exceed RMB 10,000 or USD 1,547, the amount above RMB 10,000 or USD 1,547 shall be borne by the Seller and the Purchaser equally.

3.2 Governing Law

This Agreement shall be construed in accordance with and governed by the laws of the People’s Republic of China without giving effect to the conflict of laws principles thereof. In case of disputes between the Seller and the Purchaser, both sides should try to negotiate their own settlement.

IN WITNESS WHEREOF, the Company, the Seller and the Purchaser have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above.

JINGWEI INTERNATIONAL LIMITED
By:	/s/ Yong Xu
Name:	Yong Xu
Title:	Chief Financial Officer
NEW YULONG INFORMATION TECHNOLOGY CO. LTD.
By:	/s/ Yong Xu
Name:	Yong Xu
Title:	Chief Financial Officer
MR. GEORGE DU
By:	/s/ George Du

EX-99.1

Exhibit 99.1

Company Contact:

Jingwei International Limited

Yong Xu or Cao Wei

Tel: +86-755-8631-9430

Email: weicao@jingweicom.com

www.jingweicom.com

Jingwei International Limited Dispose of Beijing New Media

Shenzhen, China, September 29, 2011 /PRNewswire/ -- Jingwei International Limited (NASDAQ: JNGW) ("Jingwei" or “the Company"), a leading provider of data-mining, interactive marketing and software services in China, today announced that New Yulong Information Technology Co. Ltd. (“New Yulong IT” or the “Seller”), a subsidiary of the Company, has entered into an Agreement to dispose of its legacy media business in Beijing New Media Advertising Co. Ltd. (“Beijing New Media”) to Mr. George Du (the “Purchaser”), the CEO, President and Chairman of the Company, at $858,149. This acquisition is expected to be completed before October 31, 2011.

The Purchaser agreed to acquire 100% of Beijing New Media at a purchase price of $858,149, equal to the net book value of Beijing New Media.

Founded in 2008, Beijing New Media, a wholly owned subsidiary of New Yulong IT, was engaged in creating, planning and handling advertising, as well as providing branding strategy and sales promotions for its clients. Due to the Company’s shift in strategic direction, Beijing New Media’s business operation has been winding down in the last two years, and generated no revenues in 2011 year-to-date.

About Jingwei International Limited:

Jingwei International Limited ("Jingwei") has established a leading position in China in data mining, interactive marketing and software services.  To capitalize on China’s rapid growth on mobile, Internet and e-Commerce applications, Jingwei has focused on new data mining offerings that encompass interactive marketing, bundled mobility solutions and mobile value added services.  The Company’s software services include business intelligence, billing, customer relationship management and decision support solutions for Chinese telecom operators and power companies.

Business Risks and Forward-Looking Statements

This report includes forward-looking statements. Generally, the words "believes," "anticipates," "may," "will," "should," "expect," "intend," "estimate," "continue," and similar expressions or the negative thereof or comparable terminology are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, including the matters set forth in this report or other reports or documents we file with the Securities and Exchange Commission from time to time, which could cause actual results or outcomes to differ materially from those projected. Undue reliance should not be placed on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to update these forward-looking statements.