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| SCLX.OB > SEC Filings for SCLX.OB > Form 8-K on 1-Oct-2009 | All Recent SEC Filings |
1-Oct-2009
Other Events, Financial Statements and Exhibits
On September 27, 2009, Tongchuan Suoke Clean Energy Co., Ltd. ("Suoke Clean Energy"), the Registrant's indirect wholly-owned subsidiary in the People's Republic of China ("PRC"), received notice from Tongchuan Bureau of Commerce approving its acquisition of 100% equity interest of Shaanxi Suo'ang New Energy Enterprise Co., Ltd. ("Suo'ang New Energy"). As previously described in the Registrant's current report on Form 8-K filed on July 7, 2009, Suoke Clean Energy is a wholly foreign owned enterprise (WFOE) under applicable PRC law. With the approval from Tongchuan Bureau of Commerce, Suo'ang New Energy becomes a domestic PRC enterprise wholly owned by a WFOE.
The Registrant's coal water mixture business is conducted primarily through Suo'ang New Energy. Prior to the approval from Tongchuan Bureau of Commerce, the Registrant could only have minority ownership interest of Suo'ang New Energy, with majority ownership interest held by Shaanxi Suo'ang Biological Science & Technology Co., Ltd. ("Suo'ang BST"), which the Registrant controls through contractual arrangements but has no actual ownership interest. With the approval from Tonchuan Bureau of Commerce, the Registrant is now able to consolidate 100% ownership of Suo'ang New Energy through Suoke Clean Energy.
In obtaining the approval from Tongchuan Bureau of Commerce, the Registrant is also fulfilling one of its covenants to the investors who acquired the Registrant's 10% senior secured convertible notes and common stock warrants in July 2009, which transactions were previously disclosed in the Registrant's current reports on Form 8-K filed on July 8 and 22, 2009.
In accordance with applicable PRC law, Suo'ang New Energy received a new business license from Tongchuan Administration of Industry and Commerce on September 18, 2009, in advance of the approval from Tongchuan Bureau of Commerce, listing Suoke Clean Energy as its sole owner. Registration of the approval from Tongchuan Bureau of Commerce with the Tongchuan municipal government is pending, which the Registrant anticipates to be completed sometime in October 2009.
(d) EXHIBITS Exhibit Number Description 99.1 Approval Notice from Tongchuan Bureau of Commerce 99.2 New Business License of Suo'ang New Energy |
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