CETC Hongli Clean Energy Technologies Corp.

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES AND EXCHANGE ACT OF 1934

 

Date of report (date of earliest event reported): October 9, 2015 (October 8, 2015)

  

HONGLI CLEAN ENERGY TECHNOLOGIES CORP.

(Exact name of registrant as specified in its charter)

 

Florida	001-15931	98-0695811
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

 

Kuanggong Road and Tiyu Road, 10th Floor,

Chengshi Xin Yong She, Tiyu Road,

Xinhua District, Pingdingshan, Henan Province

People’s Republic of China

467000 

(Address of principal executive offices and zip code)

 

+86-3752882999

(Registrant’s telephone number, including area code)

   

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

 

¨	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 October 8, 2015, the Registrant entered into a Sixth Supplemental Agreement (the “Sixth Supplement”) to Loan Agreement ( the “Agreement”) with Bairui Trust Co., Ltd. The Agreement, as amended and extended from time to time, was to be due on October 2, 2015 and at the time of extension had a principal loan amount of RMB 180 million (approximately $29.3 million). The Sixth Supplement extends the loan due date to April 2, 2016. The annual interest rate of the loan is 11.88%. Due to a national holiday in China, the Sixth Supplement was executed on October 8, 2015. A copy of the translation of the Sixth Supplement and a copy of the related press release are attached as Exhibit 10.1 and Exhibit 99.1 hereto and incorporated by reference herein.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

(d) Exhibits.

 

	10.1	Sixth Supplemental Agreement to Loan Agreement among Bairui Trust Co., Ltd., Henan Province Pingdingshan Hongli Coal & Coke Co., Ltd., Pingdingshan Hongyuan Energy Science and Technology Development Co., Ltd., and Jianhua Lv, dated October 8, 2015
	99.1	Press Release dated October 9, 2015.

 

  

SIGNATURE

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Dated: October 9, 2015	HONGLI CLEAN ENERGY TECHNOLOGIES CORP.
	By:	/s/ Jianhua Lv
	Name:	Jianhua Lv
	Its:	Chief Executive Officer

 

  

EXHIBIT INDEX

 

	10.1	Sixth Supplemental Agreement to Loan Agreement among Bairui Trust Co., Ltd., Henan Province Pingdingshan Hongli Coal & Coke Co., Ltd., Pingdingshan Hongyuan Energy Science and Technology Development Co., Ltd., and Jianhua Lv, dated October 8, 2015
	99.1	Press Release dated October 9, 2015.

 

 

Exhibit 10.1

 

Sixth Supplemental Agreement to Loan Agreement

 

Agreement Number: BR2011021-014

 

Party A (Creditor):	Bairui Trust Co., Ltd.
Legal Representative:	Baojun MA
Address:	ZhongyuanGuangfa Development Financial Building, No. 10 Business Waihuan Road, Zhengdong New District, Zhengzhou
Contact Address:	ZhongyuanGuangfa Development Financial Building, No. 10 Business Waihuan Road, Zhengdong New District, Zhengzhou
Telephone:	0371-69177223         Fax:           0371-69177300
Party B (Debtor):	Henan Province Pingdingshan Hongli Coal & Coke Co., Ltd.
Legal Representative:	Jianhua LV
Address:	The intersection between Kuanggong Road and Tiyu Road ,Xinhua District, Pingdingshan
Contact Address:	The intersection between Kuanggong Road and Tiyu Road ,Xinhua District, Pingdingshan
Telephone:	0375-2912016           Fax:           0375-2920035
Party C (Guarantor):	Pingdingshan Hongyuan Energy Science and Technology Development, Co., Ltd.
Legal Representative:	Jianhua LV
Address:	West Renmin Road, Chengguan Town, Baofeng County, Pingdingshan, Henan Province, People’s Republic of China
Contact Address:	West Renmin Road, Chengguan Town, Baofeng County, Pingdingshan, Henan Province, People’s Republic of China
Telephone:	0375-2912016           Fax:          0375-2920035
Party D (Guarantor):	Jianhua LV
Identification Number:	410403196711232014
Address:	Kaiyuan South Road East Yard No. 2, Building No. 3, No.134, Zhanhe District, Pingdingshan, Henan Province
Contact address:	Kaiyuan South Road East Yard No. 2, Building No. 3, No.134, Zhanhe District, Pingdingshan, Henan Province
Telephone:	13903750608             Fax:          0375-2920035

 

In view of:

 

1.

Pursuant to request from Pingdingshan Rural Agricultural Trust Cooperative (hereinafter “Trustee”), Party A established Barui Baoying No. 117 Capital Trust (Hongli Coke), and disbursed funds from such trust to Party B in the form of loans.

 

2.

Party A, Party B, Party C and Party D entered into the following agreements: Loan Agreement (Agreement Number: BR2011021-002, the “Loan Agreement”) on April 2, 2011; Supplemental Agreement to Loan Agreement (Agreement Number: BR2011021-005, the “First Supplemental Agreement”) on November 30, 2011; Second Supplemental Agreement to Loan Agreement (Agreement Number: BR2011021-008, the “Second Supplemental Agreement”) on April 23, 2013; Third Supplemental Agreement to Loan Agreement (Agreement Number: BR2011021-011, the “Third Supplemental Agreement”) on April 2, 2014; Fourth Supplemental Agreement to Loan Agreement (Agreement Number: BR2011021-012, the “Fourth Supplemental Agreement”) on April 3, 2014; and Fifth Supplemental Agreement to Loan Agreement (Agreement Number: BR2011021-013, the “Fifth Supplemental Agreement”) on April 3, 2015. The Agreement set the terms that Party A will disburse trust loan to Party B, while Party C and Party D will be the guarantors of the loan. The Loan Agreement, the First Supplemental Agreement, the Second Supplemental Agreement, the Third Supplemental Agreement, the Fourth Supplemental Agreement, and the Fifth Supplemental Agreement are collectively referred to as the “Original Agreement.”

 

 

3.

As agreed by Trustee, Party B has applied with Party A for payment extension, which extension Party A is processing in accordance with the application.

 

Now, Party A, Party B, Party C and Party D, after negotiations, mutually enter into this agreement to amend the terms of the Original Agreement.

 

1.

The Amended Terms

 

a.

The parties hereby agree that the loan principal of RMB 180,000,000.00 originally due on October 2, 2015 is now due on April 2, 2016.

 

b.

The applicable interest rate for the loan principal outstanding commencing as of the date hereof shall be 11.88% per year.

  

c.

The interest rate (based on 11.88% per year) is calculated on a daily basis (based on 365 days per year) from the actual date that Party A issues a loan. Interest payment is settled on the 20th day of the final month of each calendar quarter. Principal is due on the last interest payment date, with all outstanding interest due along with the principal. If settlement date falls on legal or public holiday, then settlement date shall be the first working day thereafter. Interest payment shall be made into an account designated by Party A.

 

2.

Notice and Delivery

 

Any notice or response relating to this agreement shall be by personal delivery, certified mail, express mail or facsimile. The following shall constitute delivery:

 

a.

If by personal delivery, the date such delivery is signed for by the intended recipient;

 

b.

If by certified mail, on the fifth working day after mailing date;

 

c.

If by express mail, on the third working day after mailing date;

 

d.

If by facsimile, on the date of transmission.

 

All notices under this agreement shall be made in accordance with the contact information set forth at the beginning of this agreement. Each of Debtor and Guarantors must notify Creditor in writing at least 15 days in advance of any change to its contact information, and shall be solely responsible for any legal liabilities resulting from ineffective notice due to noncompliance with this provision.

 

3.

Others

 

a.

This agreement shall supplement the Loan Agreement, and this agreement shall govern if there is any inconsistency with the Loan Agreement, the First Supplemental Agreement, the Second Supplemental Agreement, the Third Supplemental Agreement, the Fourth Supplemental Agreement, or the Fifth Supplemental Agreement provided that any terms not covered by this agreement shall be governed by the Loan Agreement, the First Supplemental Agreement, the Second Supplemental Agreement, the Third Supplemental Agreement, the Fourth Supplemental Agreement, and the Fifth Supplemental Agreement.

 

b.

This agreement shall become effective after its signing by the legal representatives or other authorized representatives of Parties A, B, C and D (or their seals).

 

c.

This agreement shall be made in six copies, with Parties A and B each holding two, and Parties C and D each holding one, all having the same legal effect.

 

 

Signature Page of Agreement BR2011021-014

 

Party A (Creditor):	Bairui Trust Co., Ltd. [seal]
Legal representative or
Authorized Representative:	/s/ Baojun MA
Party B (Debtor):	Henan Province Pingdingshan Hongli Coal & Coke Co., Ltd. [seal]
Legal representative or
Authorized Representative:	/s/ Jianhua LV
Party C (Guarantor):	Pingdingshan Hongyuan Energy Science and Technology Development Co., Ltd. [seal]
Legal representative
or Authorized Representative:	/s/ Jianhua LV
Party D (Guarantor):	/s/ Jianhua LV

 

The agreement is entered into in Zhengdong New District, Zhengzhou, Henan Province, on October 8, 2015 

 

 

Exhibit 99.1

 

Hongli Clean Energy Technologies Corp. Reaches Loan Extension Agreement with Bairui Trust

 

PINGDINGSHAN, China, October 9, 2015 /GlobeNewswire/ -- Hongli Clean Energy Technologies Corp. (NASDAQ: CETC) (“Hongli” or the “Company”), a vertically integrated producer of clean energy products located in Henan Province, today announced that the Company and Bairui Trust Co., Ltd. (the “Lender”) had reached an agreement that allowed the Company to extend the maturity date of a RMB 180 million (approximately $29.3 million) loan (the “Loan”) from the Lender from October 2, 2015, to April 2, 2016. The annual interest rate of the Loan remains unchanged at 11.88%. Due to a national holiday in China, the agreement was executed on October 8, 2015.

 

About Hongli Clean Energy Technologies Corp.

 

Previously known as SinoCoking Coal and Coke Chemical Industries, Inc., Hongli Clean Energy Technologies Corp. (“Hongli” or the “Company”) is a Florida corporation and an emerging producer of clean energy products located in Pingdingshan City, Henan Province, China. The Company has historically been a vertically-integrated coal and coke processor of basic and value-added coal products for steel manufacturers, power generators, and various industrial users. The Company has been producing metallurgical coke since 2002, and acts as a key supplier to regional steel producers in central China. The Company also produces and supplies thermal coal to its customers in central China. The Company currently owns its assets and conducts its operations through its subsidiaries, Top Favour Limited and Pingdingshan Hongyuan Energy Science and Technology Development Co., Ltd., and its affiliated companies, Henan Province Pingdingshan Hongli Coal & Coke Co., Ltd., Baofeng Coking Factory, Baofeng Hongchang Coal Co., Ltd., Baofeng Hongguang Environment Protection Electricity Generating Co., Ltd., Zhonghong Energy Investment Company, Henan Hongyuan Coal Seam Gas Engineering Technology Co., Ltd., Baofeng Shuangri Coal Mining Co., Ltd., and Baofeng Xingsheng Coal Mining Co., Ltd.

 

For additional information on the Company, please go to  http://www.cetcchina.net/ or refer to the company's periodic reports filed with the Securities and Exchange Commission (http://www.cetcchina.net/sec-filings.html). Investors wishing to receive the Company's corporate communications as they become available may go to the company's Investor Relations site (http://www.cetcchina.net/corporate-overview.html) and register under Email Alerts.

 

Also, investors may submit questions directly to Mr. Lv and his staff to receive non-confidential information about the company's operations and products at the company's "Ask Management" blog (http://www.cetcchina.net/ask-management.html).

 

  

Forward-Looking Statements

 

This press release contains forward-looking statements, particularly as related to, among other things, the business plans of the Company, statements relating to goals, plans and projections regarding the Company's financial position and business strategy. The words or phrases "plans," "would be," "will allow," "intends to," "may result," "are expected to," "will continue," "anticipates," "expects," "estimate," "project," "indicate," "could," "potentially," "should," "believe," "think," "considers" or similar expressions are intended to identify "forward-looking statements." These forward-looking statements fall within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934 and are subject to the safe harbor created by these sections. Actual results could differ materially from those projected in the forward-looking statements as a result of a number of risks and uncertainties. Such forward-looking statements are based on current expectations, involve known and unknown risks, a reliance on third parties for information, transactions or orders that may be cancelled, and other factors that may cause our actual results, performance or achievements, or developments in our industry, to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from anticipated results include risks and uncertainties related to the fluctuation of local, regional, and global economic conditions, the performance of management and our employees, our ability to obtain financing, competition, general economic conditions and other factors that are detailed in our periodic reports and on documents we file from time to time with the Securities and Exchange Commission. Statements made herein are as of the date of this press release and should not be relied upon as of any subsequent date, and the Company specifically disclaims any obligation, to update any forward-looking statements to reflect occurrences, developments, unanticipated events or circumstances after the date of such statement.

 

Company Contact:

Song Lv, CFO
Phone: + 86-375-2882-999
Email: lvsong@sinocoking.net
Website: http://www.cetcchina.net/

 

Investor Relations Contact:

Tina Xiao
Weitian Group LLC
Phone: +1-917-609-0333
Email: tina.xiao@weitian-ir.com