UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): July 21, 2009 (July 16,
2009)
DIGUANG
INTERNATIONAL DEVELOPMENT CO., LTD.
(formerly
Online Processing, Inc.)
(Exact
name of registrant as specified in its charter)
|
Nevada
|
000-33112
|
22-3774845
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
23
rd
Floor,
Building A, Galaxy Century Building, No. 3069 Caitian Road,
Futian
District, Shenzhen
People’s
Republic of China
Post
Code: 518052
(Address
of principal executive offices (zip code))
(86)
755-2655-3152
(Registrant's
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
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):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -
12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry into Material Definitive Agreement
1.
Loa
n Agreement
On June
26, 2009,
Shenzhen
Diguang Electronics Co., Ltd,
“
Shenzhen
Diguang
Electronics
”
, a company 100% owned
by
Diguang International
Development Co., Ltd., the “
Registrant
”
, entered into a loan
agreement, the “
Loan
Agreement
”
, with China Dev
elopment Bank Co., Ltd.,
“
China
Development
Bank
”
, as lender, pursuant to
which,
Shenzhen
Diguang Electronics
borrowed RMB 30,000,000,
equivalent to approximately US$4,390,876, the “
Loan
”
, from
China
Development Bank
. Under the
Loan
Agreement
, the
maturit
y date
for the
Loan
is June 26, 2010, one year
from the drawdown date of the
Loan
, the “
Maturity
Date
”
, at a current benchmark
interest rate
pronounced by the
People
’
s Bank of China
of 5.31% per
annum. The
Loan
will
be used in connection with
the operatio
n of
the construction project of
Shenzhen
Diguang Electronics
.
The obligations of
Shenzhen
Diguang Electronics
are secured by (i) two joint
and several personal guarantees of Mr. Song Yi and Mr. Song Hong, directors of
the
Registrant
, pursuant to two personal
guarantee contracts, dat
ed June 26, 2009 and July 16,
2009 respectively; (ii) a mortgage charged on 23
rd
Floor, Galaxy Century
Building A, No. 3069, Caitian Road, Futian District, Shenzhen, China pursuant to
a mortgage contract entered into between
Shenzhen
Diguang Electronics
an
d
China
Development Bank
on June 13, 2009, the “
First
Mortgage Contract
”
; and (iii) a mortgage
charged on
certain
industry
land
at
Dongchang Road, Gongming
Street, Bao
’
an District
, Shenzhen
pursuant to a second
mortgage contract entered into between
Shenzh
en Diguang
Electronics
and
China
Development Bank
on June 13, 2009, the “
Second
Mortgage Contract
”
. The
First
Mortgage Contract
and the
Second
Mortgage Contract
are collectively called the
“
Mortgage
Contracts
”
.
The
Loan
Agreement
contains affirmative and
negative
covenants customary for such
borrowing, including, but not limited to, limitations on the ability of
Shenzhen
Diguang Electronics
to incur additional debt,
create liens, dispose of assets, carry out mergers and acquisitions, and make
investments a
nd
capital expenditures.
The
Loan
Agreement
also
contains customary events of defaults, including, but not limited to, nonpayment
of principal when due, failure to pay interest, fees or other amounts within a
specified period of days after these amounts
are due, violation of
covenants, failure of any representation or warranty to be true and correct in
all material respects when made, misrepresentation, insolvency and other
bankruptcy events, and actual or asserted invalidity of the security
documents.
2.
Mortgage
Contracts
On June 13, 2009,
in
connection with the execution of the
Loan Agreement
,
Shenzhen
Diguang Electronics
entered into the
First
Mortgage
Contract
in
relation to the entire
Loan
and the
Second
Mortgage Contract
in relation to a portion
o
f the
Loan
in the amount of RMB
16,766,669,
equivalent to approximately
US$2,454,012, in favor of
China
Development Bank
.
The
Mortgage
Contract
s
contain customary events of
defaults, including, but not limited to, violation of covenants, including
covenan
t to keep
the mortgaged properties in good condition and covenant to coordinate with
China
Development Bank
to manage the use and maintenance of the mortgaged properties, failure of any
representation or warranty to be true and correct in all material
resp
ects when
made, misrepresentation, insolvency and other bankruptcy
events.
3.
Guarantee
Contracts
In connection with the
execution of the
Loan
Agreement
, Mr.
Song Yi and Mr. Song Hong, directors of the
Registrant
, entered into two joint and
several person
al
guarantee contracts with
China
Development Bank
, dated June 26, 2009 and
July 16, 2009 respectively, under which, Mr. Song Yi and Mr. Song Hong provide
joint and several guarantees to indemnify
China
Development Bank
against losses for the
Loan
for a pe
riod of two years commencing
from the
Maturity
Date
.
The transaction between
Shenzhen Diguang Electronics and China Development Bank in respect of the Loan
was completed as of July 16, 2009.
The foregoing summary
descriptions of the
Loan
Agreement
,
Mortgag
e
Contract
s
and the two guarantee
contracts do not purport to be complete and are qualified in their entirety by
reference to such agreements, which are attached hereto, respectively, as
Exhibits 10.1 to 10.5.
|
Item
2.03
|
Creation of a Direct
Financial Obli
gation or an Obligation
under an Off-Balance Sheet Arrangement of a
Registrant.
|
The information set forth
above and referenced under Item 1.01 is hereby incorporated by reference into
this item 2.03.
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Item
9.01
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Financial
Statements and Exhibits
|
|
Exhibit
No
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Description
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10.1
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Translation
of the Loan Agreement entered into betweenShenzhen Diguang Electronics and
China Development Bank dated June 26,
2009.
|
|
10.2
|
Translation
of the First Mortgage Contract entered into between Shenzhen Diguang
Electronics and China Development Bank dated June 13,
2009.
|
|
10.3
|
Translation
of the Second Mortgage Contract entered into between Shenzhen Diguang
Electronics and China Development Bank dated June 13,
2009.
|
|
10.4
|
Translation
of the Guarantee Contract entered into between Mr. Song Yi and China
Development Bank dated June 26,
2009.
|
|
10.5
|
Translation
of the Guarantee Contract entered into between Mr. Song Hong and China
Development Bank dated July 16,
2009.
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SIGNATURES
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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Diguang
International Development Co., Ltd.
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|
|
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Date:
July 21, 2009
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By:
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/s/ Keith
Hor
|
|
|
Keith
Hor
|
|
|
Chief
Financial Officer
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