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
25, 2008
SmartHeat
Inc.
(Exact
Name of Registrant as Specified in Charter)
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Nevada
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000-53052
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98-0514768
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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A-1,
10,
Street 7
Shenyang
Economic and Technological Development Zone
Shenyang,
China 110027
(Address
of principal executive offices; zip code)
Registrant’s
telephone number, including area code: +86
(24)
2519-7699
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):
¨ 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 (17 CFR
240.14d-2(b))
¨ 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 25, 2008, SmartHeat Inc. ("SmartHeat" or the "Company") entered into
the Share Exchange Agreement (the "Purchase Agreement") between Asialink (Far
East) Limited ("Asialink") and the Company providing for the acquisition by
the
Company from Asialink of all of the outstanding capital stock (the "Shares")
of
San De Ke Co., Ltd., a Shanghai - based manufacturer of heat plate exchangers
("San De Ke"). The purchase price for the Shares is $741,516, of which $222,455
is payable within 15 days after the signature date of the Agreement, $370,758
is
payable within 15 days after all necessary documents have been filed with
government agencies, and $148,303 of which is payable within 15 days after
the
purchase has been approved and registered by the government agencies.
Under
the
terms of the Agreement, two of the shareholders of San De Ke have agreed not
to
compete with the business of San De Ke for a period of four years after the
completion of the purchase.
Item
8.01 Other
Events.
On
September 25, 2008, SmartHeat acquired all of the outstanding capital stock
of
San De Ke pursuant to the Purchase Agreement described in Item 1.01 of this
Current Report on Form 8-K. San De Ke has an annual production capacity of
approximately 4,000 plate heat exchangers. In 2007, San De Ke's unaudited
revenue was approximately US$ 2.59 million as recorded under US GAAP. San De
Ke
was founded in October 2004 to capitalize and expand on the increasing need
for
energy saving and environmentally friendly products within China. Its client
base spans a wide range of industries including manufacturing, consumer,
chemical, and energy.
SIGNATURE
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.
Dated: September
30, 2008
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SMARTHEAT INC. |
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By: |
/s/ Jun
Wang |
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Jun
Wang
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Chief
Executive Officer
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