Blue Hat Interactive Entertainment Technology 6-K, filed Jun 8, 2023
Blue Hat Interactive Entertainment Technology (BHATF)
About this 6-K
Blue Hat Interactive Entertainment Technology filed this 6-K on June 8, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2023
Commission File Number 001-39001
Blue Hat Interactive Entertainment Technology
(Translation of registrant’s name into English)
7th Floor, Building C, No. 1010 Anling Road
Huli District, Xiamen, China 361009
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐
Blue Hat Interactive Entertainment Technology furnishes under the cover of Form 6-K the following:
Termination of VIE Agreements.
On June 8, 2023, Xiamen Duwei Consulting Management Co., Ltd. (the “WOFE”), a wholly owned subsidiary of Blue Hat Interactive Entertainment Technology (the “Company”), entered into a termination agreement (the “Termination Agreement”) with the Company and certain individuals named below, pursuant to which all the contractual agreements (collectively, the “VIE Agreements”) executed on November 13, 2018, namely, the exclusive Business Cooperation Agreement, by and between the WOFE and Fujian Blue Hat Interactive Entertainment Technology Ltd. (“BHAT Fujian”); the Call Option Agreement and the Equity Pledge Agreement, by and among the WOFE, BHAT Fujian, and all the shareholders of BHAT Fujian; the series of power of attorney by and between the WOFE and each of the shareholders of BHAT Fujian; the Irrevocable Commitment Letter, undertaking such shareholders shall not assert any shareholders’ rights over BHAT Fujian), by Shaohong Chen, Weiling Zhang, Caifan He to the WFOE; and the Irrevocable Commitment Letter acknowledging the undertaking by the shareholders of BHAT Fujian, as made by Weimin Chen, Zhiheng Xie and Mantao Huang, respectively, have been terminated as of the signing date of the Termination Agreement. Upon termination of the VIE Agreements, the rights and obligations of the parties thereunder shall end immediately, and each party to the Termination Agreement shall no longer enjoy or assume any right, obligation or responsibility as may arise from the VIE Agreements, and that each party to the Termination Agreement shall automatically waive any right of recourse or claim (if any) as it may have against the other parties under the VIE Agreements.
The description of terms and conditions of the Termination Agreement set forth herein does not purport to be complete and is qualified in its entirety by the full text of the Agreement, the English translated version of which is attached hereto as Exhibits 99.1.
Exhibits
| Exhibit No. | Description of Exhibit |
| 99.1 | English Translation of the Termination Agreement* |
* Certain identified information in the exhibit has been omitted from the exhibit because it is both not material and is the type that the registrant treats as private or confidential, pursuant to Item 601(b) (10) (iv) of Regulation S-K.
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, thereunto duly authorized.
Date: June 8, 2023
| BLUE HAT INTERACTIVE ENTERTAINMENT TECHNOLOGY | ||
| By: | /s/ Xiaodong Chen | |
| Name: Xiaodong Chen | ||
| Title: Chief Executive Officer | ||
EXHIBIT 99.1
Certain information marked as “XXXX” has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential.
Termination Agreement
This Termination Agreement (hereinafter referred to as the “Agreement”) is entered into by the following Parties as of June 8, 2023 in Xiamen.
Party
A: Xiamen Duwei Consulting Management Co., Ltd.
Legal Representative: Chen Xiaodong
Address: XXXX
Party
B (I): Chen Xiaodong
ID No.: XXXX
Party
B (II): Chen Shaohong
ID No.: XXXX
Party
B (III): Cai Juanjuan
ID No.: XXXX
Party
B (IV): Zhang Weiling
ID No.: XXXX
Party
B (V): He Caifan
ID No.: XXXX
Party
C: Fujian Blue Hat Interactive Entertainment Technology Ltd.
Legal Representative: Chen Xiaodong
Address: XXXX
Party
D (I): Chen Weimin
ID No.: XXXX
Party
D (II): Xie Zhiheng
ID No.: XXXX
Party
D (III): Huang Mantao
ID No.: XXXX
Party A, Party B, Party C and Party D are referred to individually as a “Party” and collectively as the “Parties” in this Agreement.
WHEREAS:
| 1. | Party A and Party C executed an Exclusive Business Cooperation Agreement on November 13, 2018, pertaining to Party A, as the exclusive service provider of Party C, providing Party C with comprehensive business support as well as technical and consulting services; |
| 2. | Party A, Party B and Party C executed a Call Option Agreement on November 13, 2018, pertaining to Party B granting call options to Party A with respect to a total of 100% shares of Party C held by Party B; |
| 3. | Party A, Party B and Party C executed an Equity Pledge Agreement on November 13, 2018, pertaining to Party B leaving a total of 100% shares of Party C it held with Party A as a pledge; |
| 4. | Party A and each of Party B executed a Power of Attorney, respectively, on November 13, 2018, whereby Party B give Party A an irrevocable proxy to act on their behalf on all matters pertaining to Party C and to exercise all of their rights as shareholders of Party C; |
| 5. | Party B (II), (IV) and (V), each issued an Irrevocable Commitment Letter, respectively, to Party A, undertaking not to claim any right or interest in any share held by Party C or exert influence on the day-to-day management of Party C; |
| 6. | Each of Party D issued an Irrevocable Commitment Letter to Party A, respectively, acknowledging its understanding of all the arrangements as set forth in the aforementioned agreements, and unconditionally and irrevocably giving its consent to the covenants and arrangements as provided in the agreements; |
| 7. | Each Party hereto agrees to terminate the aforesaid Exclusive Business Cooperation Agreement, Call Option Agreement, Equity Pledge Agreement, Power of Attorney and Irrevocable Commitment Letter (hereinafter referred to collectively as “Reorganization Agreements”). |
Now, Therefore, upon equal and friendly negotiation, the Parties do hereby agree as follows:
| I. | The Parties agree that the Reorganization Agreements executed by them shall be terminated ahead of schedule from the effective date of this Agreement. |
| II. | Upon termination of the Reorganization Agreements, the rights and obligations of the Parties thereunder shall end immediately, and each Party shall no longer enjoy or assume any right, obligation or responsibility as may arise from the Reorganization Agreements. A Party shall automatically waive any right of recourse or claim (if any) as it may have against the other Parties under the Reorganization Agreements. |
| III. | Whereas Party B has handled the registration formalities for pledging a total of 100% shares of Party C it held to Party A as agreed in the Equity Pledge Agreement, the Parties shall release the pledge of all the above shares within 15 business days from the effective date hereof. |
| IV. | Except for the above Reorganization Agreements, there is no any other agreement among the Parties that forms or may form control over Party C. The Parties shall automatically waive the rights and obligations under such agreement, if any. |
| V. | Party A and Party B shall be bound to keep confidential the contents of this Agreement. The Parties and their affiliates shall neither disclose, reveal, discuss or divulge any confidential information as they may be informed of due to the performance of this Agreement, to or with any third party, nor take advantage of such confidential information for any commercial benefits. |
| VI. | This Agreement shall be governed by the laws of China. Any dispute shall be settled by the Parties through friendly negotiation. If the Parties fail to solve a dispute through negotiation within 30 days upon request of a Party, any Party may initiate legal proceedings with a competent people’s court at the place where Party C is located. |
| VII. | This Agreement is written in Chinese and shall enter into force once signed and sealed by the Parties. This Agreement shall be made in octuplicate, with each Party holding one copy that shares the same legal effect. |
IN WITNESS WHEREOF, this Agreement has been duly executed as of the date first above written.
(The remainder of this page is intentionally left blank.)
(This is a signature page for the Termination Agreement.)
Party A: Xiamen Duwei Consulting Management Co., Ltd. (Seal) Legal Representative/Authorized Representative (Signature)
Party B (I): Chen Xiaodong (Signature)
Party B (II): Chen Shaohong (Signature)
Party B (III): Cai Juanjuan (Signature)
Party B (IV): Zhang Weiling (Signature)
Party B (V): He Caifan (Signature)
Party C: Fujian Blue Hat Interactive Entertainment Technology Ltd. (Seal)
Legal Representative/Authorized Representative (Signature)
Party D (I): Chen Weimin (Signature)
Party D (II): Xie Zhiheng (Signature)
Party D (III): Huang Mantao (Signature)