Current Report Filing (8-k)
March 20 2020 - 4:21PM
Edgar (US Regulatory)
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): March 20, 2020 (March 16, 2020)
FORTUNE
VALLEY TREASURES, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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000-55555
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32-0439333
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
Number)
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13th
Floor, Building B1, Wisdom Plaza
Qiaoxiang
Road, Nanshan District
Shenzhen,
Guangdong, China
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518000
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (86) 755-86961405
No.
10 of Tuanjie 2nd Road, Beice, Humen, Dongguan, Guangdong, China 518000
(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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act: None.
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 [X]
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. [ ]
Item
1.01 Entry into a Material Definitive Agreement.
On
March 16, 2020, Fortune Valley Treasures, Inc. (“FVTI”), along with Jiujiu Group Stock Co., Ltd., a Seychelles
company and a wholly-owned subsidiary of FVTI (“JJGS”), entered into an equity interest transfer agreement (the “Agreement”)
with Valley Holdings Limited (“Valley Holdings”), a Hong Kong company, and Angel International Investment Holdings
Limited (the “Seller”), a 70% shareholder of Valley Holdings. Valley Holdings owns approximately 88.44% of the equity
interest of Valley Foods Holdings (Guangzhou) Co., Ltd. (“Valley Food”), which is a limited liability company incorporated
in China and engaged in the business of food wholesale and production and sale of food additives in China.
Pursuant
to the Agreement, JJGS agreed to purchase 70% of Valley Holdings’ equity interest (the “Equity Transfer”) from
the Seller in consideration of shares of FVTI’s common stock (“Issuable Shares”) valued at $14 million (subject
to adjustments in the event of Valley Holdings failing to meet a net profit of HK$5 million (approximately US$0.6 million)
for the fiscal year ended December 31, 2019). According to the Agreement, the total number of Issuable Shares will be determined
based on the closing price of FVTI’s common stock as of the business day immediately preceding the date of the Closing (as
defined below).
The
closing of the Equity Transfer (the “Closing”) is intended to occur on or before April 30, 2020 or such later
date agreed upon in writing. The Closing is subject to certain conditions, including, but not limited to, (a)
completion of due diligence review of Valley Holdings and its subsidiaries to the satisfaction of JJGS, (b) completion
of the initial draft of the audited consolidated financial statements of Valley Holdings for the fiscal year ended December
31, 2019, (c) execution of non-competition agreements and confidentiality agreements with the senior management
members of Valley Holdings and its subsidiaries, and (d) assignment to Valley Holdings all of the intellectual
properties related to the operations of Valley Holdings and its subsidiaries.
Pursuant
to the Agreement, FVTI will issue the Issuable Shares to the Seller within 30 business days after the later of the Closing and
the issuance of audit report of Valley Holdings for the fiscal year ended December 31, 2019, pursuant to a separate subscription
agreement to be entered into by FVTI and the Seller or its designee.
To
ensure the continuous operations of Valley Holdings and its subsidiaries, the parties agreed that Valley Holdings and its subsidiaries
will retain their existing employees and will enter into non-competition and employment agreements with all the management
members of Valley Holdings and its subsidiaries. The parties further agreed that Valley Holdings will not make any profit distribution
within three years after the execution of the Agreement. JJGS or the Seller may terminate this Agreement in writing in the event
that any closing condition is not met before April 30, 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.
Dated:
March 20, 2020
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FORTUNE
VALLEY TREASURES, INC.
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By:
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/s/
Yumin Lin
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Name:
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Yumin
Lin
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Title:
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Chief
Executive Officer, President and Secretary
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Fortune Valley Treasures (PK) (USOTC:FVTI)
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