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): July 1514, 2011

COGO GROUP, INC.

(Exact Name of Registrant as Specified in Charter)

Maryland	000-02642	52-0466460
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Room 10001, Tower C, Skyworth Building,

High-Tech Industrial Park,

Nanshan, Shenzhen 518057, PRC

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: 011-86-755-267-43210

____________________________________

(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 a Material Definitive Agreement.

The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

~~Effective~~On ~~as of~~ July 1514, 2011, Shenzhen Comtech ~~Broadband~~International ~~Corporation~~Electronics ~~Limited~~Co., ~~(“Comtech~~Ltd. ~~Broadband”),~~and Comtech ~~International~~Communications ~~(Hong~~Technology ~~Kong~~(Shenzhen) ~~Limited~~Co., ~~and~~Ltd. ~~Keen~~(each, ~~Awards~~a ~~Limited~~“Borrower” (and collectively, the “Borrowers”), each indirect wholly -owned subsidiaries of Cogo Group, Inc. (the “Company”), entered into credit facility agreements with the Shenzhen branch of Guangdong Development Bank (“GDB Shenzhen”). The credit facility agreements carry a maximum aggregate loan amount of RMB50,000,000, with an ~~amendment~~effective term of one year, ~~dated~~pursuant ~~July~~to 4which the Borrowers can collectively draw on up to RMB50,000,000 ~~2011~~of credit. Unless determined separately under the terms of the specific credit facility used, RMB-drawn loans are subject to a variable interest rate, to be calculated as a 20% increase on the ~~general~~base ~~banking~~interest ~~facility~~rate ~~with~~set by the People’s Bank of China. ~~(Hong~~Any ~~Kong)~~loans ~~Limited~~drawn in a foreign currency will be subject to terms of interest pursuant to a separate agreement. The loans are secured by a maximum guarantee issued by Comtech Software Technology (~~“BOC”~~Shenzhen) ~~dated~~Co. ~~April 28~~Ltd., ~~2010,~~an asindirect ~~amended~~wholly-owned ~~December~~subsidiary 31of the Company, ~~2010~~for ~~(the~~a ~~“Amendment”)~~maximum of RMB50,000,000.

~~Pursuant~~The toBorrowers may use the ~~terms~~facility on a revolving basis and may draw down on the loan amount multiple times for various forms of credit. The credit available under the ~~Amendment,~~facilities ~~BOC~~may ~~extended~~in certain circumstances require a security deposit of up to 20% of the ~~Borrowers~~amount of funds to be received under such facility. Approved forms of revolving credit include: (i) a ~~general~~liquid ~~banking~~asset loan for the purpose of day to day working capital; (ii) a bank acceptance facility, for which ~~consists~~each bank acceptance bill shall not exceed six months; (iii) a letter of credit facility; and (iv) import bills to be used toward the ~~following:~~amount of import letter of credit due or as a security deposit for the issuance of an import letter of credit. The term of each import bill for Comtech Communications Technology (Shenzhen) Co., Ltd. and Shenzhen Comtech International Electronics Co., Ltd. shall not exceed 180 days and 12 months, respectively.

~~(1) Overdraft~~On ~~(“O/D”):~~July 14, 2011, each of the ~~maximum~~Borrowers ~~facility~~entered ~~amount~~into isa ~~USD1~~Domestic Letter of Credit and Trade Finance Credit Facility Contract for an aggregate of up to RMB50,000,000. The orcredit ~~its~~facilities ~~equivalent~~under ~~amount~~this inagreement, ~~Hong~~namely ~~Kong~~letter ~~dollars.~~of Itcredit ~~bears~~and ~~interest~~payment ~~rate~~financing, atmay 2%be ~~per~~used ~~annum~~on ~~plus~~a ~~the~~revolving ~~HIBOR~~basis orfor ~~USD~~a ~~LIBOR~~term ~~depending~~of on12 months. Pursuant to the ~~currency~~agreements, ofthe credit line for payment financing shall only be applied towards the ~~O/D;~~accounts payable for matured domestic letters of credit.

~~(2) An~~The ~~Import~~foregoing ~~Invoice~~descriptions ~~Financing~~of ~~and~~the ~~Export~~agreements ~~Invoice~~do ~~Discounting~~not ~~Facility,~~purport ~~each~~to ~~with~~be acomplete ~~facility~~are ~~limit~~qualified in their entirety by reference to the provisions of ~~USD39,500,000~~the above-mentioned agreements. Such agreements are attached hereto as Exhibits 10.1 through 10.5 and aare ~~tenor~~incorporated ofherein 75by ~~days;~~reference.

(3) An Outward Documentary Bill with a facility limit of USD25,000,000; and

(4) Combined Facilities with a maximum facility amount of USD30,000,000, including standby letters of credit/ letters of guaranty (Standby L/C / L/G) with the facility limit of USD10,000,000, Import Invoice Financing, Export Invoice Discounting, and other specified facility products described in the Amendment.

The Borrowers delivered to BOC an irrevocable standby letter of credit in an amount of USD20,000,000 given by Nanyang Commercial Bank (China Limited, Shenzhen Branch), as well as a USD15,000,000 Charge of Deposit to secure the general banking facilities. The liabilities of Comtech Broadband under the Amendment are guaranteed by an unlimited continuing corporate guaranty by the Company, as well as unlimited continuing cross guarantees by the Borrowers.

Additionally, the Amendment requires that (i) the Company retain at least 50% of its equity interest in Comtech Broadband, (ii) Mr. Jingwei “Jeffrey” Kang remains as the single largest beneficial owner of the Company’s shares as well as the Chairman of the Board of Directors, (iii) the Company maintains a tangible net worth of not less than RMB1 Billion, (iv) the Company maintains its NASDAQ listing; (v) the Consolidated Net Borrowing Ratio shall not exceed 0.25x and (vi) the bills transaction volume shall not be less than USD200,000,000 in which the outward bills transaction volume is not less than USD 100,000,000 annually.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the provisions of the Amendment. The Amendment is attached hereto as Exhibit 10.6 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
10.1	~~Confirmation~~Credit ~~Letter~~Facility ofAgreement by and between Guangdong Development Bank ofand ~~China~~Shenzhen ~~(Hong~~Comtech ~~Kong)~~International ~~Limited~~Electronics Co., Ltd., dated ~~April~~July 2314, ~~2010~~2011. ~~(1)~~
10.2	Credit Facility ~~Letter~~Agreement by and between ~~Bank~~Guangdong ofDevelopment ~~China~~Bank and Comtech ~~Broadband~~Communications ~~Corporation~~Technology ~~Limited, Comtech International~~ (~~Hong Kong~~Shenzhen) ~~Limited~~Co., ~~Keen Awards Limited and Hong Kong JJT Limited~~Ltd., dated ~~March~~July 1914, ~~2010~~2011. ~~(1)~~
10.3	~~Confirmation~~Domestic Letter of Credit-Trade Finance Credit Facility Contract by and between Guangdong Development Bank ofand ~~China~~Shenzhen ~~(Hong~~Comtech ~~Kong)~~International ~~Limited~~Electronics Co., Ltd., dated ~~April~~July 2814, ~~2010~~2011. ~~(1)~~
10.4	~~Factoring~~Domestic ~~Agreement~~Letter byof ~~and~~Credit-Trade ~~between~~Finance ~~Bank~~Credit ofFacility ~~China~~Contract ~~(Hong~~by ~~Kong)~~and ~~Limited~~between Guangdong Development Bank and Comtech ~~Broadband~~Communications ~~Corporation~~Technology ~~Limited~~(Shenzhen) Co., Ltd., dated ~~April~~July 2814, ~~2010~~2011. ~~(1)~~
10.5	~~Amendment~~Maximum toGuarantee ~~the~~Contract ~~Factoring Agreement~~ by and between ~~Bank~~Guangdong ofDevelopment ~~China~~Bank ~~(Hong Kong) Limited~~ and Comtech ~~Broadband~~Software ~~Corporation~~Technology ~~Limited~~(Shenzhen) Co. Ltd., dated ~~October~~July 1314, ~~2010~~2011. ~~(2)~~
10.6	General Banking Facility Letter dated July 4, 2011
10.7	General Terms and Conditions for General Banking Facilities and Loan Facilities
10.8	Cross Guarantee
10.9	Confirmation Letter dated July 15, 2011

(1) Incorporated by reference to the Current Report on Form 8-K dated April 23, 2010 and filed with the Commission on April 29, 2010.

(2) Incorporated by reference to the Current Report on Form 8-K dated December 31, 2010 and filed with the Commission on January 3, 2011.

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.

	COGO GROUP, INC.

	By:	/s/ Frank Zheng
	Name:	Frank Zheng
	Title:	Chief Financial Officer

Dated: July 2021, 2011

Exhibit Index

Exhibit No.	Description
10.1	~~Confirmation~~Credit ~~Letter~~Facility ofAgreement by and between Guangdong Development Bank ofand ~~China~~Shenzhen ~~(Hong~~Comtech ~~Kong)~~International ~~Limited~~Electronics Co., Ltd., dated ~~April~~July 2314, ~~2010~~2011. ~~(1)~~
10.2	Credit Facility ~~Letter~~Agreement by and between ~~Bank~~Guangdong ofDevelopment ~~China~~Bank and Comtech ~~Broadband~~Communications ~~Corporation~~Technology ~~Limited, Comtech International~~ (~~Hong Kong~~Shenzhen) ~~Limited~~Co., ~~Keen Awards Limited and Hong Kong JJT Limited~~Ltd., dated ~~March~~July 1914, ~~2010~~2011. ~~(1)~~
10.3	~~Confirmation~~Domestic Letter of Credit-Trade Finance Credit Facility Contract by and between Guangdong Development Bank ofand ~~China~~Shenzhen ~~(Hong~~Comtech ~~Kong)~~International ~~Limited~~Electronics Co., Ltd., dated ~~April~~July 2814, ~~2010~~2011. ~~(1)~~
10.4	~~Factoring~~Domestic ~~Agreement~~Letter byof ~~and~~Credit-Trade ~~between~~Finance ~~Bank~~Credit ofFacility ~~China~~Contract ~~(Hong~~by ~~Kong)~~and ~~Limited~~between Guangdong Development Bank and Comtech ~~Broadband~~Communications ~~Corporation~~Technology ~~Limited~~(Shenzhen) Co., Ltd., dated ~~April~~July 2814, ~~2010~~2011. ~~(1)~~
10.5	~~Amendment~~Maximum toGuarantee ~~the~~Contract ~~Factoring Agreement~~ by and between ~~Bank~~Guangdong ofDevelopment ~~China~~Bank ~~(Hong Kong) Limited~~ and Comtech ~~Broadband~~Software ~~Corporation~~Technology ~~Limited~~(Shenzhen) Co. Ltd., dated ~~October~~July 1314, ~~2010~~2011. ~~(2)~~
10.6	General Banking Facility Letter dated July 4, 2011
10.7	General Terms and Conditions for General Banking Facilities and Loan Facilities
10.8	Cross Guarantee
10.9	Confirmation Letter dated July 15, 2011

(1) Incorporated by reference to the Current Report on Form 8-K dated April 23, 2010 and filed with the Commission on April 29, 2010.

(2) Incorporated by reference to the Current Report on Form 8-K dated December 31, 2010 and filed with the Commission on January 3, 2011.

Filing Compare · Cogo Group Inc.