-----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, Uexy8ktR0FaUCFjDb58DILICfIeROEWHrjjPYtJ7lUdQmmK5RmkJEGAxXTaFGhac EJ2yd/9DOFILAcg4U5ulZA== 0001415889-09-000299.txt : 20091120 0001415889-09-000299.hdr.sgml : 20091120 20091120120627 ACCESSION NUMBER: 0001415889-09-000299 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091118 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091120 DATE AS OF CHANGE: 20091120 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SkyPeople Fruit Juice, Inc CENTRAL INDEX KEY: 0001066923 STANDARD INDUSTRIAL CLASSIFICATION: CANNED, FROZEN & PRESERVED FRUIT, VEG & FOOD SPECIALTIES [2030] IRS NUMBER: 980222013 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34502 FILM NUMBER: 091197792 BUSINESS ADDRESS: STREET 1: 3233 GRAND AVENUE STREET 2: .SUITE N-353 CITY: CHINO HILLS STATE: CA ZIP: 91709-1489 BUSINESS PHONE: 8668153951 MAIL ADDRESS: STREET 1: 3233 GRAND AVENUE STREET 2: .SUITE N-353 CITY: CHINO HILLS STATE: CA ZIP: 91709-1489 FORMER COMPANY: FORMER CONFORMED NAME: ENTECH ENVIRONMENTAL TECHNOLOGIES INC DATE OF NAME CHANGE: 20040323 FORMER COMPANY: FORMER CONFORMED NAME: CYBER PUBLIC RELATIONS INC DATE OF NAME CHANGE: 20010111 8-K 1 sp8knov_2020092.htm 8-K sp8knov_2020092.htm



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 18, 2009

SKYPEOPLE FRUIT JUICE, INC.
(Exact Name of Registrant as Specified in Its Charter)

Florida
(State or Other Jurisdiction of Incorporation)

                 000-32249                                                                                              98-0222013
(Commission File Number)                                                               (IRS Employer Identification No.)

           16F, National Development Bank Tower , No. 2, Gaoxin 1st Road, Xi’an, China                               710075
(Address of Principal Executive Offices)                                                                            (Zip Code)

011-86-29-88386415
(Registrant’s Telephone Number, Including Area Code)
 
(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):

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

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

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 Agreement
 
Shaanxi Tianren Organic Food Co., Ltd. ("Tianren"), a limited liability company and a wholly owned subsidiary of SkyPeople Fruit Juice, Inc., a Florida corporation (the “Company”), entered into a Stock Purchase Agreement with Xi’an Dehao Investment & Consulting Co., Ltd. (“Dehao”), a limited liability company organized under the laws of the People’s Republic of China (“PRC”), dated November 18, 2009 (“Stock Purchase Agreement”). Dehao, which, prior to the consummation of the transactions contemplated under the Stock Purchase Agreement, held 100% ownership interest in Yingkou Trusty Fruits Co., Ltd. (“Yingkou”), a limited liability company organized under the laws of the PRC. Pursuant to the Stock Purchase Agreement, Tianren has agreed to purchase 100% ownership interest in Yikou from Dehao for an aggregate cash purchase price of RMB 22,700,000 (approximately US$3,325,520). Tianren had made a down payment of RMB 20,000,000 (approximately US$2,929,973) as of June 30, 2009. Under the terms of the agreement, Tianren will pay the remaining RMB 700,000 (approximately US$102,549) in cash by November 25.    Yingkou engages in the business of  production and sale of apple concentrate.
 
All dollar amounts above are based on the exchange rate as of November 13, 2009 published by the Federal Reserve Statistical Release.
 
Item 9.01                      Financial Statements and Exhibits
 
99.1      English translation of the Share Purchase Agreement, dated as of November 18, 2009, by and between Shaanxi Tianren Organic Food Co., Ltd. and Xi’an Dehao Investment & Consulting Co., Ltd.
 

 
 

 

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 20, 2009

SKYPEOPLE FRUIT JUICE, INC.


By:          /s/ SPRING LIU
            Spring Liu
 Chief Financial Officer

 
EX-99.1 2 exhibit99_1.htm EXHIBIT 99.1 exhibit99_1.htm
Exhibit 99.1
STOCK PURCHASE AGREEMENT

THIS STOCK TRANSFER AGREEMENT ("Agreement") is entered into as of November  18, 2009, by and between Xi’an Dehao Investment & Consulting Cooperation Ltd. ("seller") and Shaanxi Tianren Organic Food Co., Ltd. (the "buyer").
Whereas, the seller and the buyer have engaged in an Intent Letter for Yingkou Aqcuistion on June 1, 2008.

NOW, THEFORE, BE IT HEREBY RESOVLED, in consideration of the mutual covenants and conditions herein contained, and other good and valuable consideration, the parties hereto do hereby agree as follows:

1. Transfer of Shares. Hereby the seller agrees to transfer its own 100% stock ownership of Yingkou Trusty Fruits Co., Ltd. (hereinafter referred to as “Yingkou Trusty Company”) to the buyer. The buyer agrees to buy the 100% stock ownership of Yingkou Trusty Company owned by the seller.

2. Price and Payment. The total price of the transferred stock is RMB 22,700,000.
Whereas, from June 1, 2008 to June 30,2009, the buyer has paid a total of RMB 22,000,000 for acquisition.
Now, the Parties agree that within 7days after the Agreement becomes effective,the buyer agrees to pay the remaining balance RMB 2,700,000.

3. Rights and Regulations. The buyer will hold the rights and regulations as the shareholder of Yingkou Trusty Company after this stock transfer and reassignment of the stock are finished.

4. Representations, Warranties and Covenant.
(1) The seller hereby represents and warrants to the buyer that when signing this agreement:
The information and statement about the assets, machines and equipment and affiliated facilities of Yingkou Trusty Company provided by the seller are true and that no material facts have been misstated.
(2) The buyer hereby represents and warrants to the seller that when signing this agreement
the payment should be made according to this agreement.
(3) The seller should make the effort to cooperate with the related parties e.g. Bank and Business Administration Agencies or Tax Agencies at all levels to accelerate the operation of Yingkou Trusty Company.

5. Breach of Agreement.
Each party shall fully and duly perform its obligations under this agreement. In the event that one party violates any clause, representation, guarantee or covenant of this agreement, it shall compensate 30% of the total purchase price to the other party for its breach of contract.

6. Applicable Law and Dispute Resolution.
(1)
The execution, effectiveness, interpretation, enforcement and resolution of this agreement and disputes arising from or of this agreement shall be subject to PRC laws and administrative regulations.
(2)
Any disputes arising from or related to this agreement shall be resolved through friendly negotiation first.
(3)
In the event no settlement is achieved after friendly negotiation, such disputes may be submitted to the local People’s Court.
 
 
 

 


7. Miscellaneous.
(1) This agreement will come into effect since the date that this agreement was signed.
(2) This agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements.
(3) The failure of either party to perform all or part of the obligations under the agreement due to force majeure (including but not limited to the change of law and related policy) shall not be deemed as breach of contract.
(4) This agreement may be amended or modified only by an instrument in writing duly executed by both parties.
(5) This agreement is executed in Chinese and in two originals.

 
Xi’an Dehao Investment&Consulting Cooperation Ltd.
CEO: Lake Chen

Shaanxi Tianren Organic Food Co., Ltd.

CEO: Hongke Xue
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