Hong Kong Winalite Group, Inc. - Current report filing (8-K)
May 07 2008 - 4:46PM
Edgar (US Regulatory)
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): May 7, 2008 (May 1, 2008)
HONG KONG
WINALITE GROUP, INC.
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(Exact name of
registrant as specified in its charter)
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Nevada
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333-83375
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87-0575571
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(IRS Employer Identification No.)
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606, 6/F
Ginza Plaza, 2A Sai Yeung Choi Street South
Mongkok, Kowloon, Hong Kong
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(Address of principal executive
offices)
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(852) 2388-3928
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(Registrant's telephone number,
including area code)
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(Former name or former address, if
changed since last report)
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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))
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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.
Master Purchase and Supply Agreement
On May 1, 2008, The Hong Kong Winalite Group Limited, a Hong
Kong company ("Winalite"), a wholly-owned subsidiary of Hong Kong Winalite
Group, Inc., entered into a Master Purchase and Supply Agreement (the "MPSA")
with Shenzhen Yuelang Techno Industrial Co., Ltd. (the "Manufacturer"). Pursuant
to the MPSA, Winalite will purchase certain products from the Manufacturer,
including sanitary pads and pantiliners, as described in the MPSA (the
"Products"), on an open account basis pursuant to separate purchase orders (the
"Purchase Orders") and will resell the Products to certain distributors as more
particularly described below.
The prices for the Products are set by the MPSA and may only
be changed by written agreement of the parties. Pursuant to the MPSA, payment
terms will be ninety (90) days net upon invoice by the Manufacturer, unless
otherwise specified in the applicable Purchase Order. The form and content of
the Purchase Orders, including any terms and conditions appearing on or attached
to the Purchase Orders, will be determined in the sole discretion of Winalite;
provided, however
, that the Manufacturer will have five (5) days from
receipt of any Purchase Order to object in writing to any change to the
commercial terms thereof. The minimum agreed period between Winalites delivery
of a Purchase Order and the scheduled delivery date will be no less than thirty
(30) days unless a longer period is stated in the Purchase Order or a shorter
period is agreed to in writing between the parties. If the Manufacturer is more
than fifteen (15) days late in meeting a scheduled delivery date, then Winalite
may require that the Manufacturer ship the Products via a premium means at the
Manufacturers expense.
With the exception of the PRC market, the Manufacturer agreed
to supply exclusively to Winalite and, unless approved in advance in writing by
Winalite, agreed not to manufacture or sell the Products, any functionally
equivalent products, or any products employing or incorporating any patented or
proprietary technology used in the production of the Products to any other
person.
Pursuant to the MPSA, the Manufacturer transferred to
Winalite all right, title and interest it may have in and to the word "Winalite,"
including without limitation any trademark, trade name, or copyright to that
word and any representation or design incorporating that word (collectively, the
"Winalite Brand") and Winalite granted to the Manufacturer during the term of
the MPSA a royalty-free license to use the Winalite Brand only in connection
with the manufacturing and sale to Winalite of the Products. Furthermore, the
Manufacturer also granted to Winalite a world-wide, royalty-free license during
the term of the MPSA to use any patents, copyrights, trademarks, trade names or
other intellectual property which is owned or to which Manufacturer has rights,
solely for the purposes of marketing, selling and distributing the Products.
The MPSA will has an indefinite term but may be terminated on
six months notice by either party or upon specified events, such as the
insolvency of either party.
This brief description of the terms of the MPSA is qualified
by reference to the provisions of the agreement attached to this report as
Exhibit 10.1.
Exclusive International Distribution Agreements
On May 1, 2008, Winalite entered into separate distribution
agreements (the "Distribution Agreements") with eight third party distributors
(collectively, the "Distributors"), whereby the Distributors agreed to purchase
from Winalite the Products that Winalite will purchase from the Manufacturer and
resell the Products through direct marketing and/or other channels in their
defined, exclusive territories. All of the Distribution Agreements are in
substantially the same form. The territories named in the Distribution
Agreements include: Hong Kong, Malaysia, Taiwan, Indonesia, Singapore, Thailand,
Vietnam, and the Philippines.
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Pursuant to the Distribution Agreements, the purchase price
for any Product will be the price for such Product set from time to time by
Winalite on an arms length basis. The Distributors will place orders for the
Products in a form and manner prescribed by Winalite, and the Distributors
purchase of the Products will be on terms and conditions specified by Winalite
or then generally in use by Winalite for like sales of the Products. The
Distributors are responsible for promoting the sales of the Products in their
territories, maintaining adequate sales forces, and other customary functions.
The Distributors have the right to appoint sub-distributors and are required to
report periodically to Winalite on their activities.
Pursuant to the Distribution Agreements, each Distributor
transferred to Winalite all right, title and interest it may have in and to the
word "Winalite," including without limitation any trademark, trade name, or
copyright to that word and any representation or design incorporating that word.
The term of the Distribution Agreements is five years and
will be automatically renewed for additional one year periods, unless Winalite
indicates in writing its desire to the contrary more than thirty (30) days
before the end of the term.
This brief description of the terms of the Distribution
Agreements is qualified by reference to the provisions of the form of
Distribution Agreement attached to this report as Exhibit 10.2.
Consulting and Management Services Agreements
On May 1, 2008, Winalite entered into separate consulting and
management services agreements (the "Services Agreements") with each
Distributor, all of which are in substantially the same form. Pursuant to the
Service Agreements, Winalite agreed to provide certain consulting, management,
technical, marketing, financial and/or other services to the Distributors.
In consideration of these services, the Distributors agreed
to pay Winalite $300 per hour for senior management personnel, $150 per hour for
middle management personnel and $75 per hour for managerial, technical and other
support personnel. In addition, the Distributors agreed to reimburse Winalite
for travel and other out-of-pocket expenses upon presentation of reasonable
supporting documentation. Such fees are payable within 30 days of invoice
therefor.
The Service Agreement may be terminated at any time by
Winalite, and upon sixty (60) days advance notice by Distributors, by written
notice delivered to the non-terminating party.
This brief description of the terms of the Service Agreements
is qualified by reference to the provisions of the form of Service Agreement
attached to this report as Exhibit 10.3.
License Agreements
On May 1, 2008, Winalite also entered into separate license
agreements (the "License Agreements") with each Distributor, all of which are in
substantially the same form. Pursuant to the License Agreements, Winalite agreed
to license to each Distributor certain intellectual property (the "Intellectual
Property"), solely for use in its assigned, exclusive territories in connection
with the marketing, sale and distribution of the Products.
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In consideration of the rights granted to them by Winalite
under the License Agreements, each Distributor agreed to pay Winalite a license
fee in an amount equal to 10% of the monetary amount of Distributors orders for
Products placed with Winalite. In addition, each Distributor may sub-license the
Intellectual Property only to Downline Distributors, as defined in the
Distribution Agreement, but may not grant to any sub-licensee any more right
than are granted to the Distributor under the License Agreement.
The License Agreement will expire when the Distribution
Agreement is terminated. Once the License Agreement expires, the Distributors
will immediately cease using all Intellectual Property and, at Winalites
option, return or destroy all Intellectual Property having tangible form in its
possession, custody, or control.
This brief description of the terms of the License Agreements
is qualified by reference to the provisions of the form of License Agreement
attached to this report as Exhibit 10.4.
Item 9.01
Financial Statements And Exhibits.
(d) Exhibits
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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.
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HONG KONG WINALITE GROUP, INC.
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By:
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/s/ Jingjun Hu
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Jingjun Hu
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Chief Executive Officer
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Dated: May 7, 2008
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