CEAI Creations Inc (CE)

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):  December 31, 2015

 

CHINA EDUCATION ALLIANCE, INC.

 (Exact name of registrant as specified in its charter)

 

North Carolina (State or other jurisdiction of incorporation)

001-34386 (Commission File Number)

56-2012361 (IRS Employer Identification No.)

 

58 Heng Shan Road, Kun Lun Shopping Mall Harbin, People’s Republic of China (Address of principal executive offices)

150090 (Zip Code)

 

Registrant’s telephone number, including area code: 86-451-8233-5794

 

 

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):

 

ð	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 2.01.

Completion of Acquisition or Disposition of Assets.

 

On December 31, 2015, China Education Alliance, Inc., a North Carolina corporation (the “Company”) sold its 60% equity interest in Harbin Tianlang Culture and Education School (“Tianlang”) to Zhi Yang, a holder of Tianlang’s remaining 40% equity interest (the “Purchaser”), for a total cash consideration of RMB 3,000,000 yuan (approximately $458,193). The sale of the equity interest in Tianlang was made pursuant to an equity transfer agreement dated December 31, 2015 (the “Agreement”), by and between the Purchaser and Harbin Zhong He Li Da Education Technology, Inc., the Company’s wholly owned subsidiary (“ZHLD”). Pursuant to the Agreement, the Purchaser paid RMB 300,000 yuan (approximately $45,819) to ZHLD upon execution of the Agreement and will pay the reminder upon completion of the registration of the change in equity interest holders with relevant authorities.

 

The foregoing description of the principal terms of the Agreement is a general description only, does not purport to be complete, and is qualified in its entirety by reference to the terms of the Agreement attached hereto as Exhibit 10.1, which is incorporated herein by this reference.

 

Item 9.01

Financial Statements and Exhibits

  

(d) Exhibits.

 

10.1	Equity Transfer Agreement, dated December 31, 2015, by and between Zhi Yang and Harbin Zhong He Li Da Education Technology, Inc.

 

 

SIGNATURES

 

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 hereunto duly authorized.

 

	CHINA EDUCATION ALLIANCE, INC.
Dated:  January 7, 2016
	By:	/s/ Xiqun Yu
	Name:	Xiqun Yu
	Title:	Chief Executive Officer

  

 

Exhibit 10.1

 

EQUITY TRANSFER AGREEMENT

 

THIS EQUITY TRANSFER SHARE AGREEMENT, (this “Agreement”) is made on December 31, 2015 , by and between the following parties:

 

Transferee: Zhi Yang (Party A)

 

Transferor: Harbin Zhong He Li Da Education Technology Co., Ltd. (Party B)

Legal Representative: Xiqun Yu

 

Agreement sets forth the terms and conditions upon which the Transferor will sell 60% equity interest of Harbin Tianlang Culture and Education School (the “School”) to the Transferee, which had been approved by the Board of the school.

 

In consideration of the mutual promises, covenants, and representations contained herein, the parties hereto agree as follows:

 

WITNESSETH:

 

WHEREAS, Party A agrees to the transferee Party B has a 60% equity interest in the School;

 

WHEREAS, 60% equity interest of the School personally owned by Xiqun Yu to the Transferee, which had been approved by the Board of the school; and

 

NOW THEREFORE, in consideration of the mutual promises, covenants and representations contained herein, the parties herewith agree as follows:

 

ARTICLE I

 

EQUITY TRANSFER

 

1.1 Transferor hereby agrees to sell 60% equity interest of the School (“Transferred Equity Interest”) to Transferee, and Transferee agrees to purchase from Transferor the Transferred Equity Interest hereunder.

 

1.2 Party B agrees to sell and Party A agrees to buy equity including all incidental interests and rights, and the equity is not subject to any lien, mortgage or any claim or right of third parties.

 

1.3 Transferee shall not be responsible for the School’s management, operation, any debt and obligations upon effectiveness of this Agreement.

 

ARTICLE II

 

Purchase Price and Payment

 

2.1 Subject to the terms of this Agreement, Party B agrees to sell the Transferred Equity Interest to Party A for a total purchase price for of RMB 3 million (the “Purchase Price”), and Party A agrees to pay the Purchase Price for the Transferred Equity Interest.

 

2.2 Party A agrees to pay Party B the Purchase Price in the following manner:

 

Party A agrees to pay RMB 300,000 to Party B on the date of execution of this Agreement and to pay RMB 2,700,000 upon completion of the registration of change with relevant state administration of industry and commerce.

 

 

ARTICLE III

 

Party A Representation

 

3.1 Party B is the sole owner of the Transferred Equity Interest.

 

3.2 Party B, as a school shareholder, has fully paid its capital contribution of the School registered capital.

 

3.3 Since the effective date of this agreement, Party B will withdraw itself from school management and will no longer participate in the management of the School and distribution of profits and properties.

 

ARTICLE IV

 

Party B Representation

 

4.1 Party A shall be responsible to the school for the amount of capital contribution.

 

4.2 Party A shall acknowledge and perform the amended articles of association of the school

 

4.3 Party A guarantees to pay the price in accordance with the provisions of article second of this contract.

 

ARTICLE V

 

Equity Transfer Related Cost

 

The parties agree that the relevant expenses incurred in connection with the transfer the equity interest shall be borne by Party A.

 

ARTICLE VI

 

Rights and Obligations

 

6.1 Since the effective date of this agreement, Party A shall be entitled to rights of shareholder and shall fulfill its obligations. When necessary, Party B shall assist Party A to exercise the rights of shareholder, to fulfill the obligations of the shareholder, including the signing of the relevant documents in the name of Party B.

 

6.2 From the effective date of this agreement, Party A share the profits and bear risks in proportion with its equity interest in the School.

 

  

ARTICLE VII

 

Amendment and Termination

 

Upon occurrence of one of the following situations, the parties may amend or terminate this agreement, but both parties need to sign the change or cancel agreement:

 

7.1 Due to force majeure or reasons beyond the parties’ control resulting, leading to failure of performance of this agreement

 

7.2 One party loses the actual performance

 

7.3 Due to a party's breach of contract, seriously affect the economic interests of the other party, so that the performance of the contract becomes unnecessary;

 

7.4 Due to changes in the situation, the parties agreed to the parties through consultation;

 

7.5 Other changes or termination of the contract agreement occurred

 

ARTICLE VIII

 

REMEDIES

 

8.1 The Parties shall strictly fulfill their respective obligations under this Agreement. Any Party (for the purpose of this clause the “Breaching Party”) will be deemed to have breached this Agreement if it fails to fulfill, or to fulfill fully and appropriately, its obligations under this Agreement, or if any of its representations and warranties in this Agreement proves to be false, inaccurate or misleading.  In the event of such breach, the other Parties (for the purpose of this clause the “Non-Breaching Party”) has the right at their own discretion to demand compensation from the Breaching Party for all losses, including the costs and expenses arising from this Agreement.

 

ARTICLE IX

 

Confidentiality Clause

 

9.1 Without written consent of the other party, any party shall not to leak the commercial secrets or related information to any third party, and shall not be leaked to the contents of the agreement and related archival materials to any third party. Except that the laws and regulations must be disclosed.

 

9.2 Confidentiality clause as an independent clause, regardless of whether this agreement signed, modification or termination, the terms are effective.

 

ARTICLE X

 

SETTLEMENT OF DISPUTES

 

10.1 In the event a dispute arises in connection with the interpretation or implementation of this Agreement, the parties to the dispute shall attempt to settle such dispute through friendly consultations. If negotiation fails, either party shall have the right to address the following second ways:

 

10.1.1 Submit the dispute to Wuhan Arbitration Commission for arbitration, in accordance with the arbitration the arbitration rules. The arbitral award is final and binding upon both parties.

 

10.1.2 to the people's court  

 

 

 

ARTICLE XI

 

MISCELLANEOUS

 

11.1 Effective Date

 

This agreement comes into effect since the date of signature and seal of both parties.

 

11.2 Amendment

 

After the entry into force of this agreement, such as a party for modification of this agreement, shall be noticed the other party before ten working days in advance in written form notice, and the two sides agreed in writing signed the supplemental agreement. The supplementary agreement has the same effect as this Agreement.

 

11.3 In the process of implementation of the agreement matters, both parties shall negotiate in friendly attitude to solve. The two sides agreed to sign a supplementary agreement. The supplementary agreement has the same effect as this agreement.

 

11.4 Formation, validity, interpretation, termination and dispute resolution of this agreement shall apply the relevant provisions of the law of the People’s Republic of China.

 

11.5 The two sides should cooperate with the school for the examination and approval procedures for the relevant shareholders to change as soon as possible, and for the corresponding change of business registration.

 

11.6 The agreement is written in four original copies with equal legal effect. Each party holds one copy; the school filed one copy, a copy to the business registration authority.

 

 

Transferor:

 

Harbin Zhong He Li Da Education Technology, Inc.

By: /s/Xiqun Yu

Name: Xiqun Yu

Title: Legal Representative

 

 

Transferee:

By:/s/Zhi Yang

Zhi Yang