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~~August 114, 2016

KEYUAN PETROCHEMICALS, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

Nevada

333-124837

45-0538522

(STATE OR OTHER JURISDICTION OF

INCORPORATION OR ORGANIZATION)

(COMMISSION FILE NO.)

(IRS EMPLOYEE
IDENTIFICATION NO.)

Qingshi Industrial Park

Ningbo Economic & Technological Development Zone

Ningbo, Zhejiang Province

P.R. China 315803

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(86) 574-8623-2955

(ISSUER TELEPHONE NUMBER)

(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):

☐ 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))

SECTION 1 – Registrant’s Business and Operations

Item 1.01

Entry into a Material Definitive Agreement

On ~~July~~ 11August 4, 2016 ~~(the “Closing Date”)~~, Keyuan Petrochemicals, Inc. (the “Company”), ~~entered into a share purchase~~ and settlement agreement (the “Agreement”) with Dragon State International Limited (“Dragon State”), the sole shareholder of 5,333,340 shares of Series B preferred stock of the Company, par value $0.001 per share (the “Shares”), Delight Reward Limited, a controlling shareholder of the Company (“Delight Reward”), ~~Keyuan~~entered ~~Group~~into ~~Limited,~~ a ~~wholly~~side ~~owned~~agreement ~~Hong Kong subsidiary of~~ (the ~~Company (~~“~~Keyuan~~Side HKAgreement”), ~~Ningbo~~in ~~Keyuan~~connection ~~Petrochemicals Co.,~~with ~~Ltd.,~~the ~~Ningbo~~execution ~~Keyuan~~of ~~Plastics Co., Ltd., and Ningbo Keyuan Synthetic Rubbers Co., Ltd., each,~~ a ~~wholly~~settlement ~~owned Chinese subsidiary~~agreement ofand the ~~Company~~payment ~~(collectively,~~subsequently ~~the~~made ~~“Ningbo~~thereunder ~~Subsidiaries”,~~by ~~together with~~ the Company ~~and~~to ~~Keyuan~~Dragon ~~HK,~~State ~~the~~International Limited (“~~Keyuan Group~~Dragon State”), ~~Mr. Chunfeng Tao, the Chairman and~~ a ~~majority~~former shareholder of the Company ~~through his 100% ownership of a company holding controlling shares of Delight Reward (“Tao”), and Prax Capital Equity Management Co~~.~~, Ltd., an affiliated party to Dragon State.~~

Dragon State purchased from the Company on in September ~~28,~~ 2010 for an aggregate price of $20 million, ~~the~~5,333,334 ~~Shares~~shares ~~together~~of ~~with~~Series ~~800~~B preferred stock, par value $0.001 per share ~~series~~(the C“Series ~~warrants~~B Shares”), convertible to ~~purchase~~a ~~800,001~~certain ~~shares~~number of ~~the~~shares ~~Company’s~~of common stock, par value $0.001 per share (the “Common Stock”) (the Common Stock that are convertible from the Series B Shares, the “Convertible Shares”), together with 800,001 series C warrants to purchase 800,001 shares of the Company’s Common Stock at a price of $4.50 per share (subject to adjustments) and 800,001 series D warrants to purchase 800,001 shares of the Company’s Common Stock at a price of $5.25 per share (subject to adjustments, together, the “Warrants”) in a private placement ~~(the “Private Placement”)~~ in reliance upon the exemption from securities registration afforded by Regulation S as promulgated under the Securities Act of 1933, as amended.

~~On October~~Pursuant ~~28,~~to ~~2014~~the settlement agreement referenced above, Dragon State ~~filed~~agreed ato ~~complaint~~transfer ~~against,~~the ~~among~~securities ~~others,~~of the Company ~~and~~it ~~Tao,~~owned ~~seeking~~to ~~rescission~~Delight ofReward ~~the~~and ~~securities~~waive all claims and liabilities ~~purchase~~that ~~agreement~~Dragon inState ~~the~~or ~~Private~~its ~~Placement~~affiliated ~~and~~companies ~~the~~or ~~return~~individuals ofhad ~~$20~~brought ~~million,~~or ~~and~~would inbring against the ~~alternative~~Company, ~~seeking~~Delight ~~monetary~~Reward ~~damages to~~and becertain ~~determined~~affiliates atof athe ~~trial~~Company, ~~but~~for ~~not~~an ~~less~~aggregate ~~than~~consideration ~~$20~~of RMB 18 million (or the ~~“Complaint”)~~equivalent in U.S. dollars.

~~On October~~Under ~~30,~~the ~~2014~~Side Agreement, inDelight ~~connection~~Reward ~~with~~agreed to ~~the~~pay ~~Complaint~~to ~~and~~the aCompany ~~motion~~ for aeach ~~temporary~~Convertible ~~restraining~~Share ~~order~~the ~~and~~highest ~~preliminary~~sale ~~injunction~~price ~~filed by~~of ~~Dragon State against~~ the Company’s ~~and~~Common ~~Tao,~~Stock aper ~~consent~~share ~~order~~as ~~was~~reported on ~~issued by~~ the ~~District~~OTC ~~Court~~Pink ~~for~~Marketplace ~~the~~during ~~Southern~~a ~~District~~period ofcommencing ~~New York~~on ~~whereby~~ the ~~Company~~date ~~and~~of ~~Tao~~the ~~agreed~~Settlement ~~that~~Agreement, ~~notwithstanding~~which ~~anything~~was ~~contained~~$0.005 inper ~~the~~share ~~certificate~~ of Common ~~Shares~~Stock, tofor ~~the~~an ~~contrary, the~~aggregate ~~Shares~~purchase ~~had~~price ~~not~~of ~~been~~$27,465.01. ~~and~~Delight ~~should~~Reward ~~not~~also ~~be,~~agreed ~~automatically~~in ~~converted~~the ~~into~~Side ~~shares~~Agreement ofnot ~~Company’s~~to ~~common stock~~claim, or ~~any other~~ ~~security~~attempt ~~prior~~ to ~~the~~claim ~~resolution~~for ofany ~~the~~reason ~~Complaint;~~ and ~~the~~in ~~expiration~~any ofcircumstance, ~~Series~~that ~~C and Series D warrants should be tolled pending~~ the ~~resolution~~Warrants ofare ~~the Complaint~~exercisable.

~~Pursuant~~SECTION to9 ~~the~~– ~~Agreement, Dragon State~~Financial ~~agreed~~Statements ~~to transfer the Shares~~ and the Warrants to Delight Reward for a consideration of RMB 12,000,000 or equivalent US dollars at an interbank RMB/USD exchange rate published by the People’s Bank of China on the date the Agreement was signed (the “PBOC FX Rate”) (the “Purchase Price”). In addition, Delight Reward and Keyuan Group agreed to pay, and Dragon State agreed to accept, a settlement of RMB 6,000,000 or equivalent US dollars at the PBOX FX Rate (the “Settlement Price”) to waive all claims and liabilities that Dragon State or its affiliated companies or individuals had brought or would bring against Delight Reward, Keyuan Group, Tao and their affiliates including the Complaint. Under the Agreement, Delight Reward or Keyuan Group, as applicable, agreed to pay the Purchase Price and Settlement Price within 10 business days of the Closing Date. Dragon State agreed to deliver to a party designed by Delight Reward and Keyuan Group all necessary documents to transfer the Shares and Warrants to Delight Reward within 10 business days following receipt of the payment, and deliver to a party designed by Delight Reward, Keyuan Group and Tao a scanned copy of a fully executed Stipulation of Voluntary Dismissal Pursuant to F.R.C.P. 41(a) (2) for the dismissal with prejudice of the Complaint within 10 days following receipt of the payment.Exhibits

SECTION 9 –Financial Statements and Exhibits

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

10.1*	ASide ~~copy~~Agreement ~~of share purchase and settlement agreement~~ dated ~~July~~August 114, 2016 between ~~and among~~ the Company, ~~Dragon~~and ~~State,~~ Delight Reward ~~and others~~.
10.2	AShare ~~copy~~purchase ofand ~~Amendment~~settlement toagreement ~~certificate~~dated ofJuly ~~Designations~~11, of2016 ~~series~~between Band ~~preferred~~among ~~stock~~the Company, Dragon State, Delight Reward and others (incorporated by reference to Exhibit 310.1 to the Registrant’s Form 8-K filed on ~~September~~July 3011, ~~2010~~2016).
10.3	ACertificate ~~copy~~ of ~~Amendment~~Designations toof Series CB ~~Warrant~~Preferred ~~and~~Stock ~~Series D Warrant, dated September 24, 2013~~ (incorporated by reference to Exhibit 993.21 to the Registrant’s Form 8-K filed on September 2530, ~~2013~~2010).
10.4	~~A copy of~~ Amendment to ~~certificate~~Certificate of Designations of ~~series~~Series B ~~preferred~~Preferred ~~stock~~Stock (incorporated by reference to Exhibit 99.1 to the Registrant’s Form 8-K filed on September 25, 2013).
10.5	~~A copy of~~ Series C Warrant Agreement, dated September 28, 2010 (incorporated by reference to Exhibit 10.6 to the Registrant’s Form 8-K filed on September 30, 2010).
10.6	~~A copy of~~ Series D Warrant Agreement, dated September 28, 2010 (incorporated by reference to Exhibit 10.7 to the Registrant’s Form 8-K filed on September 30, 2010).
10.7	AAmendment ~~copy~~to ofSeries ~~Securities~~C ~~Purchase~~Warrant ~~Agreement~~and Series D Warrant, dated September 2824, ~~2010~~2013 (incorporated by reference to Exhibit 1099.12 to the Registrant’s Form 8-K filed on September 3025, ~~2010~~2013).
10.8	Securities Purchase Agreement, dated September 28, 2010 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on September 30, 2010).

*filed herewith

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.

	Keyuan Petrochemicals, Inc.
Date: July 14, 2016	By:	/s/ Feng Chen
Date: August 8, 2016	By:	/s/ Feng Chen
	Name:	Feng Chen
		Name: Feng Chen
	Title:	Chief Executive Officer
		Title: Chief Executive Officer

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