SMARTHEAT INC. (OTCMKTS:HEAT) Files An 8-K Entry into a Material Definitive Agreement

SMARTHEAT INC. (OTCMKTS:HEAT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry Into a Material Definitive Agreement.

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Item 5.01 is incorporated by reference herein.

Item 3.02. Unregistered Sales

Item 5.01 is incorporated by reference herein.

Item 5.01 Changes in Control of Registrant

As previously reported on its current report on Form 8-K filed on January 1, 2019 with the Securities and Exchange Commission, on December 31, 2018, the Smartheat Inc. (“Smartheat” or the “Company”) completed a series of transactions set forth in the Share Exchange Agreement and Plan of Reorganization (the “Share Exchange Agreement”), dated December 31, 2018, by and among the Company, Mid-Heaven Sincerity International Resources Investment Co., Ltd, a company incorporated under the laws of the British Virgin Islands (“Mid-Heaven”), Mao Zhang, Jimin Zhang, and Ying Zhao, constituting all of the shareholders of Mid-Heaven (the “Mid-Heaven Shareholders”) whereby the Company issued an aggregate of 186,588,264 shares of its common stock, par value $.001 per share (the Common Stock”) to the Mid-Haven Shareholders as consideration for the exchange of 50% of the ownership shares of Mid-Heaven (the “Acquisition”).

On January 24, 2019, the SmartHeat entered into an amendment (the “Amendment”) to the Share Exchange Agreement with the Mid-Haven and the Mid-Haven Shareholders whereby the Company reduced the number of shares of Common Stock issued to the Mid-Haven Shareholders from 186,588,264 shares to 106,001,971 shares.

As a result of the Amendment, Mao Zhang was issued 80,625,099 shares of Common Stock, Jian Zhang was issued 22,165,012 shares of Common Stock and Ying Zhao was issued 3,211,860 shares of Common Stock representing approximately 43.3%, 11.9% and 1.73% of the issued and outstanding stock, respectively, after the effective date of a Schedule 14C relating to the increase of the authorized shares of the Company to 500,000,000 shares which has been approved by written consent by a majority of the stockholders of the Company.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Merger Agreement, which is filed as Exhibit 10.24 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01Financial Statements and Exhibits


EX-10.24 2 ex_133387.htm EXHIBIT 10.24 ex_133387.htm   EXHIBIT 10.24   AMENDMENT SHARE EXCHANGE AGREEMENT   This Amendment (the “Amendment”),…
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SmartHeat Inc. is a holding company. The Company, through its subsidiaries, designs, manufactures and sells heat pumps in the People’s Republic of China. The Company operates through the Heat Pump (HP) segment. Its HP segment subsidiaries produce heat pumps in sizes that have applications primarily in industrial. Its HP subsidiaries design and build specific to customer specifications and particular operating conditions. The Company’s products provide a solution to energy consumption and air pollution problems in China. The Company’s components generally include pumps, valves, pipes and electronic meters purchased from various international and domestic suppliers. The Company’s products are used in the industrial, residential and commercial markets. Its customer base consists of state-owned enterprises diversified across a range of end markets in China. The Company’s subsidiaries include Heat HP Inc. and Heat PHE Inc. Its subsidiaries produce heat pumps in Shenyang China.

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