Item 1.01 Entry into a Material Definitive Agreement.
On
Pursuant to the Agreement, the Company will issue the Exchange Shares to the
Sellers. The Exchange Shares will be allocated among the Sellers pro-rata based
on each Seller's ownership of the
The Agreement contains a number of representations and warranties made by the
The Agreement is structured with a simultaneous closing, and the Company issued the Exchange Shares on the same day as the parties to the Agreement executed the Agreement. As such, the Agreement did not include closing conditions, covenants or other protections for the Company that would otherwise be included in a transaction which included a closing period.
A copy of the Agreement is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference, and the foregoing description of the Agreement is qualified in its entirety by reference thereto.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On
The Acquisition resulted in Shenzhen Wei Lian becoming the owner of 99% of the
As a result of the Acquisition, the Company has now assumed the
Among the Sellers is Ms.
A copy of the agreement by which the Transferred Equity was transferred to Shenzhen Wei Lian is filed with this Current Report on Form 8-K as Exhibit 10.2 and is incorporated herein by reference, and the foregoing description of the Transaction is qualified in its entirety by reference thereto.
The disclosures set forth in Item 1.01 "Entry into a Material Definitive Agreement" are incorporated by reference into this Item 2.01.
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Item 3.02 Unregistered Sales of
The disclosure in Item 1.01 and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The financial statements required by this Item are attached hereto as Exhibits 99.1 and 99.2 and incorporated herein by reference.
(b) Pro forma financial information.
The pro forma financial information required by this Item is attached hereto as Exhibit 99.3 and incorporated herein by reference.
(d) Exhibits. Exhibit No. Description 10.1 Share Exchange Agreement by and among the Company, Shenzhen NainiangWine Industrial Co., Ltd. and the Sellers datedAugust 16, 2021 . 10.2 Equity Acquisition Agreement by and among Shenzhen Wei Lian Jin MengElectronic Commerce Limited ,Shenzhen Nainiang Wine Industrial Co., Ltd. , and the Sellers datedJune 2, 2021 . 99.1 Audited financial statements ofShenzhen Nainiang Wine Industrial Co. , Ltd., as of and for the year endedDecember 31, 2020 . 99.2 Unaudited financial statements ofShenzhen Nainiang Wine Industrial Co., Ltd., as of and for the six months endedJune 30, 2021 andJune 30, 2020 . 99.3 Pro forma financial information. 2
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