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EVER-GLORY Files SEC form 8-K, Entry into a Material Definitive Agreement, Financial Statem

Add: 2006   Update: 2009/03/21

Form 8-K for EVER-GLORY INTERNATIONAL GROUP, INC.

13-Nov-2006

Entry into a Material Definitive Agreement, Financial Statem

Item 1.01. Entry into a Material Definitive Agreement

On November 9, 2006, Registrant, through its wholly owned subsidiary, Perfect Dream Ltd, a British Virgin Islands corporation ("Perfect Dream") entered into an Agreement for the Purchase and Sale of Stock (the "Agreement") with Ever-Glory Enterprises (HK) Ltd, a Hong Kong corporation ("Seller") pursuant to which Registrant has agreed to acquire and Seller has agreed to sell all of the Seller's interest in Nanjing

New-Tailun Garments Co, Ltd, a Chinese limited liability company ("New-Tailun"). The Seller owns 100% of the total capital of Catch-Luck.

Pursuant to the terms of the Agreement, Registrant or Perfect Dream shall pay Seller an amount in Renminbi ("RMB") equal to US$2,000,000 at the closing of the Transaction (the "Cash Purchase Price") and Registrant will issue to Seller an amount in Registrant's common stock equal to US$10,000,000 at the closing of the Transaction (the "Stock Purchase Price"). The number of shares of common stock to be delivered to Seller in satisfaction of the Stock Purchase Price shall be calculated based on the fair market value of Registrant's common stock based on the preceding 30-day average of the high bid and the low ask price for Registrant's common stock as quoted on the Over-the-Counter Bulletin Board as of the date of the closing. The Transaction will be consummated after the completion of the formalities for transfer, and receipt of approval by any and all appropriate government departments, including the Foreign Trade and Economic Cooperation Committee. The parties anticipate that the Transaction will close approximately 30 days after the date of the Agreement.

Seller is owned 100% by Yan Xiaodong, a director of Registrant. In addition, Registrant's directors Yan Xiaodong, Li Ning and Sun Jiajun are also directors of New-Tailun. Mr. Yan, Li and Sun have disclosed such interests in full to the boards of directors of each of the parties to the Purchase Agreement. Seller and Registrant have received an opinion as to the fairness of the transaction from Savills Valuation and Professional Services Ltd, dated November 9, 2006. The Transaction was approved by the board of directors of the Registrant in accordance with the provisions of section 607.0832 of the Florida Business Corporation Act.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits.

Exhibit

Number Description

2.1 Agreement for the Purchase and Sale of Stock dated November 9, 2006