UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): June 30, 2020

 

TD Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-36055   45-4077653
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

Room 104, No. 33 Section D,

No. 6 Middle Xierqi Road,

Haidian District, Beijing, China

(Address of Principal Executive Offices)

 

+86 (010) 59441080

(Issuer’s 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 to the registrant under any of the following provisions:

 

  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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.001   GLG   Nasdaq Capital Market

 

 

 

 

 

Item 1.02 Termination of a Material Definitive Agreement.

 

As previously reported, on November 22, 2019, Hao Limo Technology (Beijing) Co., Ltd. (“Hao Limo”), an indirectly wholly owned subsidiary of TD Holdings, Inc. (the “Company”, “we” or “us”), entered into a series of agreements (the “Huamucheng VIE Agreements”) with Shenzhen Huamucheng Trading Co., Ltd. (“Huamucheng”) and the shareholders of Huamucheng (the “Huamucheng Shareholders”) pursuant to which the Company obtained control of Huamucheng. The Huamucheng VIE Agreements include the Exclusive Business Cooperation Agreement, Exclusive Option Agreement, Share Pledge Agreement, Timely Reporting Agreement and the Powers of Attorney. The Company entered into the Huamucheng VIE Agreements in order to start its commodities trading business.

On June 25, 2020, Hao Limo and Huamucheng entered into certain VIE Termination Agreement (the “VIE Termination Agreement”) to terminate the Huamucheng VIE Agreements. As such, Hao Limo will no longer have the control rights and rights to the assets, property and revenue of Huamucheng.

The unofficial English translation of the VIE Termination Agreement is qualified in its entirety by reference to the complete text of the unofficial English translation of the VIE Termination Agreement, which is filed hereto as Exhibit 10.1.

Item 1.01 Entry into a Material Definitive Agreement.

HC High Summit Holding Limited (“HC High BVI”), the Company’s wholly owned subsidiary, established and owns 100% equity interest of Tongdow Block Chain Information Technology Company Limited (“Tongdow Block Chain”), a Hong Kong limited liability company, and Tongdow Block Chain owns 100% equity interest of Shanghai Jianchi Supply Chain Company Limited (“Shanghai Jianchi”), a People’s Republic of China limited liability company.

On June 25, 2020, Shanghai Jianchi, Huamucheng and the shareholders of Huamucheng (the “Huamucheng Shareholders”) entered into certain Share Acquisition Agreement (the “Acquisition Agreement”) pursuant to which Shanghai Jianchi acquired 100% equity interest of Huamucheng from the Huamucheng Shareholders for nominal consideration.

The unofficial English translation of the Acquisition Agreement is qualified in its entirety by reference to the complete text of the unofficial English translation of the Acquisition Agreement, which is filed hereto as Exhibit 10.2.

The consummation of the VIE Termination Agreement occurred concurrently with Shanghai Jianchi’s acquisition of 100% equity interest of Huamucheng pursuant to the Acquisition Agreement (the “Acquisition”).

 

 

The following diagram illustrates our corporate structure after the completion of the Acquisition:

Item 9.01 Financial Statement and Exhibits  

 

(d) Exhibits

 

10.1 Unofficial English Translation of the VIE Termination Agreement dated June 25, 2020
10.2 Unofficial English Translation of the Acquisition Agreement dated June 25, 2020

 

 

 

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.

 

  TD HOLDINGS, INC.
     
Date: June 30, 2020 By: /s/ Renmei Ouyang
  Name:  Renmei Ouyang
  Title: Chief Executive Officer

 

 

 

Exhibit 10.1

 

Termination agreement of “Exclusive Business Cooperation Agreement,” “Exclusive Option Agreement,” “Share Pledge Agreement,” “Timely Reporting Agreement,” and “Powers of Attorney”

 

This Termination Agreement (the “Agreement”) is signed between the following parties (the “Parties”) on June 25, 2020 in Shenzhen.

 

(1) Hao Limo Technology (Beijing) Co., Ltd. (the “Hao Limo”), a wholly foreign owned company incorporated in China. The address is No.2 Building No.2 Yard, Qing He Ying East Road, Chaoyang District, Beijing;

 

(2) Shenzhen Huamucheng Trading Co., Ltd. (“Huamucheng”), a company incorporated in and under the law of China. The address is Tianxin Community, Sha Tou Jiao Street, Yantian District, Shenzhen.

 

Whereas:

 

(1) The Parties executed the “Exclusive Business Cooperation Agreement,” “Exclusive Option Agreement,” “Share Pledge Agreement,” “Timely Reporting Agreement,” and “Powers of Attorney” (collectively, the “VIE Agreements”) on November 22, 2019.

 

(2) The Parties intend to terminate the VIE Agreements.

 

Both Parties agree:

 

1. The Termination of VIE Agreements

 

1.1 All VIE Agreements are terminated;

 

1.2 Both Parties shall not have rights or bear obligation against each other. The outstanding clauses are not enforceable.

 

2. The effective of the Agreement

 

2.1 The Agreement is binding to the Parties upon executed;

 

2.2 Hao Limo shall pay Huamucheng the repurchase amount of [0] within [3] days after the Agreement is executed.

 

3. Confidential

 

3.1 Without any written consent, any party shall not disclose any terms, performance, execution regarding the Agreement, and any other information related to the Parties’ affiliates to the third parties (except legal, compliance, governmental, securities exchange, any other applicable governmental agencies, and both Parties’ legal counsel, accountant, business advisors, and authorized staffs). However, the preceding sentence shall not apply to foreign investors for the purpose of foreign transactions.

 

3.2 The confidential clause of this Agreement shall remain effective and binding during the effective of this Agreement and for two years after the termination of this Agreement.

 

1

 

 

4. Liability for Breach of the Agreement

 

4.1 Liquidated damages. The non-conforming party shall pay the liquidated damages to the conforming party if the non-conforming party fails to cure the breach within 30 days after it receives a breaching notification. The liquidated damages shall include any loss, damages, liabilities, costs, including but not limited to reasonable litigation/arbitration fees, notary fees, and legal counsel fees.

 

4.2 The rights and remedies are accumulative under the Agreement. The Parties can assert any other rights or remedies permitted by laws. Parties’ obligation under the Agreement shall be special, certain, and specific, thus, the non-conforming party can always assert specific performance right against the non-conforming party when the liquidated damages are not enough to cure the loss.

 

5. Force Majeure

 

5.1 Force majeure refers to events that the parties to the agreement cannot reasonably control, unforeseeable, or unavoidable even if foreseen, which will prevent, affect or delay any party from fulfilling all or part of its obligations under the Agreement. Such events include but not limited to, government actions, natural disasters, wars, or any other similar events.

 

5.2 When the events occur, the informed party shall deliver a sufficient and timely written notice to the other party. The written notice shall include the information related to impact of the Agreement. The informed party shall provide relevant exhibits within reasonable period.

 

5.3 The Parties shall not bear any losses or damages incurred by the events, which cause the failure performance of parts or all of the Agreement.

 

6. Applicable Law and Dispute Resolution

 

6.1 The applicable law of this Agreement is the law of People’s Republic of China.

 

6.2 If the Parties have disputes or claims due to the interpretation or execution of any of the terms of this agreement, the Parties shall uphold good faith and promptly conduct friendly negotiation to solve the problem. If the Parties fail to reach such an agreement over the disputes or claims, Beijing Arbitration Committee shall have the jurisdiction over the disputes or claims. The awards made by Beijing Arbitration Committee shall be final, exclusive, and binding.

 

7. Miscellaneous

 

7.1 The Agreement is effective upon Parties’ execution.

 

7.2 Failure by any Party to exercise the rights under this Agreement in a timely manner should not be considered a waiver of that right now or in the future.

 

7.3 If any clause in this agreement is completely or partially invalid or not enforceable for any reason, or violates any applicable law, the clause is invalid, but the other clauses of this Agreement should still be valid and binding.

 

7.4 Matters not covered in this Agreement shall be supplemented in writing by all parties after friendly negotiation. This supplement agreement shall have the same legal effect as this Agreement.

 

7.5 The exhibit is a part of this Agreement. The exhibit has the same legal effect as this Agreement.

 

7.6 This Agreement is made in duplicate and each party holds one copy. Both copies have the same legal effect.

 

(Signature Page Below)

 

2

 

 

Signature page to Termination Agreement

 

Hao Limo Technology (Beijing) Co., Ltd.

 

Authorized Party:

 

/s/ Hao Limo Technology (Beijing) Co., Ltd.  

 

Shenzhen Huamucheng Trading Co., Ltd.

 

Authorized Party:

 

/s/ Shenzhen Huamucheng Trading Co., Ltd.  

 

 

 

3

 

Exhibit 10.2

 

Share Acquisition Agreement

June 25, 2020

 

 

Party A1: Guotao Deng

Party A2: Juan Wei

Party B: Shanghai Jianchi Supply Chain Co., Ltd

Party C: Shenzhen Huamucheng Trading Co., Ltd. (hereinafter referred to as "target company")

 

Whereas:

1. Party A owns 100% equity of the target company in total. Party A1 Guotao Deng owns 98% of the equity of the target company, and Party A2 Juan Wei owns 2% of the equity of the target company. As of the date of signing this agreement, both shareholders of Party A have legally owned completed rights of the company in accordance with relevant laws, regulations and the articles of the Association.   

2. Party A intends to transfer the target company to Party B by means of equity transfer, and Party B agrees to accept the transfer. In accordance with Contract Law of the People's Republic of China, Company Law of the People's Republic of China and other relevant laws and regulations, both parties have reached the following agreement on the equity transfer of the target company based on the principle of equality and mutual benefit through friendly negotiation.   

 

Article I. Ownership Structure of the Target Company

The target company is a limited liability company, of which the legal representative is Guotao Deng, with the registered capital of RMB 200,000. The existing shareholders of the target company are Guotao Deng and Juan Wei. Party A 1 Guotao Deng owns 98% of the equity of the target company, and Party A2 Juan Wei owns 2% of the equity of the target company.

 

Article II. Target of Acquisition

The target of Party B's acquisition is 100% equity of the target company.   

 

Article III. Transfer Price

Both parties agree that party A1 Guotao Deng will transfer 98% equity of the target company to Party B with the transfer price of RMB 5,000, and Party A2 Juan Wei will transfer 2% of the target company's equity to Party B with the transfer price of RMB 500. Transfer price refers to the purchase price of the transferred equity and all rights of shareholders' equity, including present and potential rights and interests attached to the transferred equity, all movable and real estate owned by the target company, tangible and intangible assets (including various patent technologies, proprietary technologies, trademark rights, trade secrets, etc.).   

 

Article IV. Equity Transfer

Party A shall complete the following matters:

4.1 Transfer the management right of the target company to Party B

4.2 Actively assist and cooperate with Party B in revising and signing the relevant documents required for the equity transfer in accordance with relevant laws, regulations and the articles of association, and jointly handle the industrial and commercial change registration procedures of the target company

 

 

Article V. Party A's Commitment

In view of the following factors have an important impact on the determination of the transfer price, party A must make the following commitment:

5.1 The equity of the target company held by Party A does not have any other rights and defects.   

5.2 There is no guarantee in the ownership of assets of the target company.   

5.3 The target company has not provided any form of guarantee for any person.  

5.4 All legal procedures necessary for the transfer of equity have been performed.   

5.5. There is no significant contingent liability.   

5.6 Ensure the stability of the production and operation order of the target company before and after the acquisition.   

 

Article VI. Obligations of Party B

6.1 Party B shall pay the price to Party A in time according to Article III.   

6.2 Party B shall be responsible for urging the target company to timely go through the approval procedures for the transfer of equity and other rights and the industrial and commercial registration of changes.   

6.3 Party B shall timely issue relevant documents signed or issued by Party B to complete the equity transfer.   

 

Article VII. Ownership of other rights

All rights of Party A relating to the target company and the actual or future interests of Party B, including the rights that exist in reality and may be realized in the future (including but not limited to the rights that may be realized in the future in the contract signed with any third party) belong to Party B.  

 

Article VIII. Liability for Breach of Contract

8.1 If Party A violates the promise of Article Ⅴ or has other breach of contract, or due to the reasons existing before the acquisition, and Party B is unable to achieve the purpose of acquisition, Party A shall unconditionally refund the transfer money in full.   

8.2 In case of any other breach of contract by Party A which causes losses to the target company or Party B, it shall bear the corresponding compensation liability.   

8.3 If Party B fails to pay the transfer payment as agreed, it shall pay Party A liquidated damages according to the loan interest rate of the people's Bank of China for the same period.

 

 

  

Article IX. Applicable Law and Dispute Resolution

9.1 The relevant laws and regulations of the People's Republic of China shall apply to the conclusion, effectiveness, interpretation, performance and dispute settlement of the agreement. If any content of this agreement conflicts with laws and regulations, the provisions of laws and regulations shall prevail.   

9.2 Any dispute related to or caused by this agreement shall be settled by both parties through friendly negotiation. If the dispute cannot be settled through negotiation, a lawsuit may be brought to the people's court with jurisdiction in the place where the target company is located.   

 

Article X. Modification and Supplement of the Agreement

The matters not covered in this agreement shall be agreed by the parties through a supplementary agreement. The supplementary agreement has the same legal effect as this agreement.

 

Article XI. Effectiveness of the Agreement

11.1 This Agreement shall come into force on the date of signing by all parties.   

11.2 This agreement is made in quadruplicate, one for each party, and the others are kept in the target company.

 

Party A1:  
Juan Wei  
By: /s/ Juan Wei  

 

Party A2:  
Guotao Deng  
By: /s/ Guotao Deng  

 

Party B:  
Shanghai Jianchi Supply Chain Co., Ltd  
By: /s/ Zhiping Chen  
Name: Zhiping Chen  
Title: Legal Representative  

 

Party C:  
Shenzhen Huamucheng Trading Co., Ltd.  
By: /s/ Yazhou Yang  
Name: Yazhou Yang  
Title: Legal Representative