6-K
E-Power Inc. (EPOW)
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 April 2022
Commission File Number: 001-40008
Global Internet of People, Inc.
Room 208, Building 1, No. 28 Houtun Road
Haidian District, Beijing
People’s Republic of China
(Address of principal executive offices)
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 ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes ☐ No ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
Entry into a Material Definitive Agreement
On April 2, 2022, Zhuhai (Zibo) Investment Co., Ltd. (“Zhuhai”), a wholly-owned subsidiary of Global Internet of People, Inc. (“SDH” or the “Company”), entered into an investment agreement (the “Agreement”) with the following parties to form a joint venture (the “JV”) dedicated to the production of high-grade lithium-ion power battery anode materials.
| ● | Shanghai Huiyang Investment Co., Ltd. (“Huiyang”), |
|---|---|
| ● | Haicheng Shenhe Technology Co., Ltd. (“Shenhe”), |
| --- | --- |
| ● | Guizhou Yilong New Area Industrial Development Investment Co., Ltd. (“Yilong Investment”), |
| --- | --- |
| ● | Guizhou Guangyao Management Partnership (“Guangyao”), |
| --- | --- |
| ● | Hainan Fuhe Investment Management Partnership (“Fuhe”), and |
| --- | --- |
| ● | eight individuals who will be appointed to various management positions at the JV. |
| --- | --- |
The Agreement and related transactions were approved by SDH’s shareholders at an extraordinary general meeting of shareholders held on April 1, 2022.
Pursuant to the Agreement, Zhuhai will own 51% equity interest in the JV, and Huiyang, Shenhe, Yilong Investment, Guangyao and Fuhe will own a stake of 12.50%, 12.50%, 4%, 10% and 5% in the JV, respectively. The eight individual shareholders of the JV together will own an aggregated 5% equity interest in the JV.
The JV will be established in the New Materials Industrial Park of Yilong District, Xingyi City of Guizhou Province, with a total investment amount of up to RMB620 million ($98.13 million) and a total land area of approximately 266,800 square meters, for the production of high-grade lithium-iron power battery anode materials. Construction of the production facilities at the site is expected to be completed within 15 months after the JV obtains regulatory approvals for the construction of the production facilities.
Zhuhai will be responsible for the operation of the JV, with the assistance and support of other shareholders of the JV. Yilong Investment is obliged to use reasonable efforts to obtain, on behalf of the JV, national-level tax incentives and favorable government treatments, and will coordinate with local financial institutions to provide financing to the JV. Yilong Investment shall also ensure that the production facilities have enough power supply in the form of clean energy, and will assist the JV in obtaining the required regulatory approvals for the construction and operation of the production facilities.
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Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 10.1 | Investment Agreement, dated April 2, 2022 |
| 10.2 | Press Release |
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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.
| Global Internet of People, Inc. | ||
|---|---|---|
| Date: April 7, 2022 | By: | /s/ Haiping Hu |
| Name: | Haiping Hu | |
| Title: | Chief Executive Officer |
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Exhibit 10.1
Investment Agreement
April 2**,** 2022
Party A: Zhuhai (Zibo) Investment Co., Ltd
Residence: 15th floor of the Financial Center Building at 228 People’s West Road, Mashan Street Office, Zhangdian District, Zibo City, Shandong Province, the PRC
Party B: Shanghai Huiyang Investment Co.,Ltd
Residence: 25th floor, 985 Oriental Road, Pudong New Area, Shanghai, the PRC
Party C: Haicheng Shenhe Technology Co., Ltd
Residence: Yingluo Town, Haicheng District, Anshan City, Liaoning Province, the PRC
Party D: Guizhou Yilong New Area Industrial Development Investment Co., Ltd Residence: Yilong Red Star Pharmaceutical Industrial Park, Dingxiao town of Yilong New Area, southwest Guizhou Province, the PRC
Party E: Hainan Fuhe Investment Management Partnership
Residence: Room 1001, 3rd Floor, Hainan Ecological High-tech Park, Origin Town High-tech Industry Demonstration Zone, Chengmai County, Hainan Province , the PRC
Party F: Guizhou Guangyao Management Partnership
Residence: Lutun Town Joint Village Group II (next to Yilong Avenue) in Yilong New Area, southwest Guizhou Province, the PRC
Party G : WANG Li, with an address of No. 64, Hongtu Avenue, Nancheng District, Dongguan City, Guangdong Province, the PRC
Party H : ZENG Dongqing, with an address of Xianghua Group, Tuanjie Village, Tuanjiewei Township, Guiyang County, Hunan Province, the PRC
Party I : REN Zhong, with an address of No. 75 Gaicha Road, Yunyan District, Guiyang City, Guizhou Province, the PRC
Party J : CHENG Chuanya, with an address of No. 1, Xinghe East Seventh Road, Danshui Street, Huiyang District, Huizhou, Guangdong Province, the PRC
Party K : XU Saiqin, with an address of Building 12, Rong’an Heyuan, Zhonghe Street, Yinzhou District, Ningbo City, Zhejiang Province, the PRC
Party L : SUN Yong, with an address of No. 1 Aiguo Taoyang Road, Lincheng Street, Dinghai District, Zhoushan City, Zhejiang Province, the PRC
Party M : WANG Gao, with an address of Bayi Group, Bayi Village, Babao Township, Dafang County, Guizhou Province, the PRC
Party N : SHEN Xinyi, with an address of No. 15, Xiamen Village, Gepo Town, Fuchuan Yao Autonomous County, Guangxi, the PRC
I. Project Overview
(I) Project name: Yilong New Area SDH 30,000 t/a high-grade power battery materials project (subject to registration with relevant government departments, hereinafter “Investment Project”).
(II) Project location: Qianxinan Yilong New Area New Materials Industrial Park
(III) Project scale: Phase 1 of the project aims to build a 30,000 t/a high-grade power battery materials Investment Project (the “Phase 1”). The project covers a total area of about 400 mu (266,800 Square meters), which is subject to measurement.
(IV) Project Investment: Total planned investment shall not exceed RMB 620 million.
(V) Project Company: All parties shall jointly fund the establishment of an independent legal person company (hereinafter “Project Company”), specifically responsible for the implementation of the Investment Project. Party A shall be responsible for operating the Project Company, and other parties shall assist the Project Company in the development of resources and other support. Party D shall sign the corresponding cooperation agreement in accordance with this Agreement on behalf of the state-owned company.
(VI) Construction Period: The project should be operating at full capacity within 15 months after the later of (i) Project Company’s planning and design plan has been approved by the relevant organs of Party A, (ii) the construction permit has been obtained in accordance with the law, and (iii) the project has passed the environmental assessment, energy assessment and approval, and reached the legal conditions for construction.
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II. Profile of the Project Company
(I) Contribution to the Project Company:
(1) The registered capital of the project company is as follows: Party A is a wholly-owned subsidiary of SDH in China, accounting for 51% of the registered capital, which is equal to its respective equity shares of the Project Company (“Shares”). Party B is designated to hold 12.5% of the Shares on behalf of the provincial new industrialization fund (the “Fund”). If the Fund subsequently decides not to participate, its Shares shall be acquired by other party or parties designated by Party A. Party C accounts for 12.5% of the Shares with its contribution of technology and intellectual property rights. Party D is a state-owned company of the local government of Guizhou Province and accounts for 4% of the Shares. Party E is designated to hold 5% of the Shares on behalf of the construction party. If Party E subsequently decides not to participate, its Shares shall be acquired by other party or parties designated by Party A.
Parties F to N represent the Project Company’s management and their Shares are collectively referred to as “Management Shares”. Party F is 100% owned by Ms. Huiyu Du, who will be appointed as the CEO of the Project Company. Party F accounts for 10% of the Shares. Parties G to N will be appointed to various high-level management positions of the Project Company. Party G accounts for 1.78%, Party H accounts for 1.50%, Party I accounts for 1.00%, Party J accounts for 0.40%, Party K accounts for 0.14%, Party L accounts for 0.10%, Party M accounts for 0.04%, and Party N accounts for 0.04%, of the Shares, respectively. Management Shares are subject to the vesting and redemption clause in paragraph (i).
Each Party shall contribute their pro-rata share to the Registered Capital as and when directed by Party A. If a Party shall fail to make the required contribtution within ten (10) calendar days of Party A’s written request, Party A shall have the option, but not the obligation, to acquire such defaulting Party’s interest in the Project Company at a price equal to the lesser of (i) the pro-rata cost of Shares already acquired and (ii) the fair market value of such Shares, as reasonably determined by Party A.
(i) Vesting and redemption clause
Management Shares shall be vested in four equal annual-installments starting on the first anniversary of the date of their contractual employment by the Project Company. If any Party holding the Management Shares leaves or is terminated from his/her position with the Project Company, then Party A shall have the option, but not the obligation, to acquire the respective unvested Shares of such Party at a price equal to the lesser of (i) pro rata cost of these Shares paid by such Party or (ii) the fair market value as reasonably determined by Party A.
| Shareholder’s name | Amount of capital (yuan) | % of equity shares in the Project Company | **** | Type of capital | ||
|---|---|---|---|---|---|---|
| Party A | 126,480,000 | 51 | % | cash | ||
| Party B | 31,000,000 | 12.5 | % | cash | ||
| Party C | 31,000,000 | 12.5 | % | patent technology | ||
| Party D | 9,920,000 | 4 | % | cash | ||
| Party E | 12,400,000 | 5 | % | cash | ||
| Party F | 24,800,000 | 10 | % | cash | ||
| Party G | 4,414,400 | 1.78 | % | cash | ||
| Party H | 3,720,000 | 1.50 | % | cash | ||
| Party I | 2,480,000 | 1.00 | % | cash | ||
| Party J | 992,000 | 0.40 | % | cash | ||
| Party K | 347,200 | 0.14 | % | cash | ||
| Party L | 248,000 | 0.10 | % | cash | ||
| Party M | 99,200 | 0.04 | % | cash | ||
| Party N | 99,200 | 0.04 | % | cash | ||
| Total | 248,000,000 | 100 | % |
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(2) Party D and the Project Company are responsible for actively striving for the Fund to invest in the project by way of equity investment. The Fund’s share shall not exceed 12.5%. In any case, Party B shall, promptly upon the written request of PartyA, transfer its 12.5% interest of the Project Shares to the Fund or such other party or parties designated by Party A, in each case without the payment of any consideration to Party B.
(3) Party A has the option but not the obligation to purchase the 4% equity interest in the Project Company held by Party D within 5 years (specific purchase time shall be determined by Party A), at cost plus an annualized interest rate of not more than 4.65%.
(4) Total investment in fixed assets for the first phase of the project shall not exceed RMB 620 million yuan, with the Project Company contributing 40% of the total investment (RMB 248 million) and 60% (RMB 372 million) being funded by bank loans.
(II) Governance of the Project Company.The Project Company shall be governed by a board of direcotrs, which shall be comrprised of the members of the board of directors of Party A. No decision with respect to the management or operation of the Project Company may be taken without the express written approval of Party A. The Project Company shall provide each Party with a semi-annual financial report, which shall be audited by SDH’s auditors and provided to the Parties no later than 90 calender days after the end of the reporting period.
III. Construction Requirements
(I) Party A shall complete the relevant decision-making procedures as soon as possible after the signing of this Agreement, and submit to Party D in a timely manner the planning and design drawings of the Investment Project, the project promotion plan and other information, which shall be reviewed and approved by Party D. The project shall be planned and constructed in strict accordance with the red line map and planning requirements of the plot by the relevant construction authorities.
(II) The Project Company shall be responsible for the construction of the plant and ancillary facilities, and procurement of equipment for the Investment Project. Party D shall actively cooperate with the Project Company for project approval, energy-saving assessment, environmental assessment procedures and other production and operation-related procedures. The survey, design, construction and acceptance of the plant shall be carried out independently by the Project Company in accordance with the relevant laws and regulations. Party A shall provide assistance in implementation of audit and administrative approval.
(III) Party D shall coordinate in handling the “three simultaneous” safety formalities and “three simultaneous” environmental formalities, so as to ensure that the project’s construction and production and operation is not affected thereby.
IV. Benefit Analysis
(I) Based on the estimation of the Parties, the project is anticipated to achieve annual sales revenue of RMB 1.68 billion, net profit after tax of RMB 289 million and total tax payment of RMB 103.9 million after the project is completed and put into operation, and is expected to provide over 500 jobs.
V. Project Land
(I) The Project Company will acquire land through “tender, auction and sale” and other legal procedures after it is established. Nature of the land is for industrial use.
Price of the land shall be determined by the land resources authorities through legal procedures of “tender, auction and sale”, and the final price shall be based on the winning bid. Party D will actively coordinate and cooperate with the Project Company in the implementation of this Agreement to obtain the corresponding land use rights through “tender, auction and sale” and other legal procedures.
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(II) After acquiring the use right of the project land, the Project Company shall, within the period stipulated in the “State-owned Land Use Right Transfer Contract”, perform the agreed obligations and statutory obligations such as payment of land premium to the other party, and shall bear the corresponding liabilities for breach of contract.
(III) After the Project Company acquires the land use right through the legal procedures such as “tender, auction and sale”, Party A shall actively coordinate with relevant authorities to carry out land acquisition, demolition and relocation, etc.
Party D shall provide road, power, drainage, gas pipeline and telecommunication cable connections to the project land delivered by it to the Project Company, and bear all expenses incurred thereby. Party D shall be responsible for the roads, and the connection of power, drainage, gas pipeline and telecommunication cable inside the project land.
The Project Company shall bear the costs associated with the use of electricity, gas, telecommunication, etc.
(IV) Party D shall guarantee that the land delivered to the Project Company by the relevant government organs in accordance with “State-owned Land Use Right Transfer Contract” shall have completed the relevant procedures such as industrial land planning and land acquisition.
The Project Company shall enjoy the full right to use the land after getting the land ownership documents, and can build the relevant plants and industrial facilities as scheduled, and get the relevant construction land planning permit, construction project planning permit, construction permit and real estate ownership certificate etc. as scheduled according to the approval procedure.
VI. Policy Support
(I) Party D shall actively strive for the relevant national tax incentives for the Project Company for the development of the project.
(II) Party D shall be responsible for coordinating local financial institutions and providing relevant financing guarantee platforms or other financing assistance for the Project Company on conditions that it does not violate national policies and relevant regulations of the New Area.
(III) Based upon project construction needs, affordable housing already completed in Yilong New Area can be offered to the Project Company at the construction cost. The parties shall sign a separate agreement for related matters.
(IV) For electricity consumed in project production, Party D shall be responsible for coordinating the power company to connect the 110kv high-voltage power supply line to the project land, and guarantee power supply to the production of the Project Company.
(V) All electricity to be provided by Party D for the Investment Project shall all be clean energy, and the government shall be responsible for assisting in handling relevant procedures.
(VI) Party D shall actively support and assist Party A to connect with various financial institutions to handle financing for the Project Company.
(VII) SDH, the parent company of Party A, is a NASDAQ-listed company, and the project is in line with national laws and regulations for foreign investment, and Party D shall cooperate to report the Project Company as a provincial-level key project to the relevant project platform and strive for more foreign investment policy support. All of the Nasdaq listed Company’s (including Party A) obligations hereunder are subject to such company obtaining the approval of its shareholders, which Party A undertakes to collaborate with SDH to obtain as expeditiously as possible. Pending said shareholder approval, which Party A fully expects, without limiting the generality of the foregoing, any advanced payment made by Party A in connection with formation of the Project Company shall be returned to Party A if Party A’s parent company (SDH) is unable to obtain the required shareholder approval.
(VIII) If Project Company enters into labor contract for a year or more with college graduates who have not been employed within 2 years after leaving school, and pays social insurance premiums for them, Project Company shall be given social insurance subsidies for a maximum of 1 year.
(IX) Party D shall cooperate with Party A for the approval and related procedures necessary for construction, production and operation of the Project Company, with the relevant handling fees paid by the Project Company; coordinate with relevant authorities and handle issues that may arise in connection with project construction, production and operation, and maintain the normal construction, production and operation and legitimate rights and interests of the Project Company.
(X) Party D shall cooperate with the Project Company to handle the electricity and energy consumption indexes and environmental assessment approval procedures required to meet the integrated production of 30,000 tons of anode materials, and reserve energy consumption and emission indexes for Phase 2 production and construction.
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Signature of Party F:
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Signature of Party G:
| WANG Li | /s/ Wang Li |
|---|
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Signature of Party H:
| ZENG Dongqing | /s/ ZENG Dongqing |
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Signature of Party I:
| REN Zhong | /s/ REN Zhong |
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Signature of Party J:
| CHENG Chuanya | /s/ CHENG Chuanya |
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Signature of Party K:
| XU Saiqin | /s/ XU Saiqin |
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Signature of Party L:
| SUN Yong | /s/ SUN Yong |
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Signature of Party M:
| WANG Gao | /s/ WANG Gao |
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Signature of Party N:
| SHEN Xinyi | /s/ SHEN Xinyi |
|---|
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Exhibit 10.2
Global Internet of People, Inc. Enters into an Investment Agreementto Form a Joint Venture to Produce High-Grade Lithium-ion Power Battery Materials
BEIJING, April xx, 2022 (GLOBE NEWSWIRE) -- Global Internet of People, Inc. (“SDH” or the “Company”) (NASDAQ: SDH), an operator of a knowledge sharing and enterprise service platform, today announced that its wholly-owned subsidiary, Zhuhai (Zibo) Investment Co., Ltd. (“Zhuhai”), has entered into an investment agreement (the “Agreement”) with the following parties to form a joint venture (the “JV”) dedicated to the production of high-grade lithium-ion power battery anode materials.
| ● | Shanghai Huiyang Investment Co., Ltd. (“Huiyang”), |
|---|---|
| ● | Haicheng Shenhe Technology Co., Ltd. (“Shenhe”), |
| --- | --- |
| ● | Guizhou Yilong New Area Industrial Development Investment Co., Ltd. (“Yilong<br>Investment”), |
| --- | --- |
| ● | Guizhou Guangyao Management Partnership (“Guangyao”), |
| --- | --- |
| ● | Hainan Fuhe Investment Management Partnership (“Fuhe”), and |
| --- | --- |
| ● | Eight individuals who will be appointed to various management positions at<br>the JV. |
| --- | --- |
The Agreement and related transactions were approved by SDH’s shareholders at an extraordinary general meeting of shareholders held on April 1, 2022. Pursuant to the Agreement, Zhuhai will own 51% equity interest in the JV, and Huiyang, Shenhe, Yilong Investment, Guangyao and Fuhe will own a stake of 12.50%, 12.50%, 4%, 10% and 5% in the JV, respectively. The eight individual shareholders of the JV together will own an aggregated 5% equity interest in the JV.
The JV will be established in the New Materials Industrial Park of Yilong District, Xingyi City of Guizhou Province, with a total investment amount of up to RMB620 million ($98.13 million) and a total land area of approximately 266,800 square meters, for the production of high-grade lithium-iron power battery anode materials. Construction of the production facilities at the site is expected to be completed within 15 months after the JV obtains regulatory approvals for the construction of the production facilities.
Pursuant to the Agreement, Zhuhai shall be responsible for the operation of the JV, with the assistance and support of other shareholders. Yilong Investment is obliged to use reasonable efforts to obtain, on behalf of the JV, national-level tax incentives and favorable government treatments, and will coordinate with local financial institutions to provide financing to the JV. Yilong Investment shall also ensure that the production facilities have enough power supply in the form of clean energy, and will assist the JV in obtaining the required regulatory approvals for the construction and operation of the production facilities.
Mr. Haiping Hu, CEO and Chairman of SDH commented, “The rapid development of new energy vehicles and batteries around the world has led to a huge demand for lithium-ion batteries. In China, clean energy industry has received strong support from governments at both national and local levels as China aims to reach carbon emission peak by 2030 and achieve carbon neutrality by 2060. This joint venture solidifies SDH’s strategic partnership with local governments, industrial leaders and experienced new energy materials technology experts. Personally I have extensive experience in the production of anode materials for lithium-ion batteries. In 1999, I founded and became the first general manager of Shanghai Shanshan Technology Co., Ltd. (“Shanshan Technology”), which was the first company in China to produce anode materials for lithium batteries at a large scale. From 2004 to 2018, I served as the chief executive officer and vice chairman of Shanshan Holdings Co., Ltd, which is the parent company of Shanshan Technology, in charge of lithium battery materials production.”
Mr. Hu continued, “We believe that the clean energy industry in general and the production of lithium-iron power battery anode materials have significant growth potential. We are excited about this opportunity and are confident that our joint venture has the potential to create great returns for our partners and stakeholders.”
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About Global Internet of People, Inc.
Headquartered in Beijing and Shanghai, Global Internet of People, Inc., through its China-based variable interest entity, operates an online knowledge sharing and enterprise service platform, both online, via a mobile application “Shidonghui App” (the “APP”), and offline, through local offices in Beijing, Shanghai and Hangzhou, as well as 51 local centers operated by some of the Company’s members in 35 cities throughout the PRC. The main services SDH offers to App users are (1) Questions and Answers Sessions and (2) streaming of audio and video courses and programs. The main offline services SDH offers are study tours and forums. For more information about the Company, please visit: www.sdh365.com.
Forward-looking statement
Certain statements in this press release regarding the Company's future expectations, plans and prospects constitute forward-looking statements as defined by Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements about plans, goals, objectives, strategies, future events, expected results, assumptions and any other factual statements that have not occurred. Any words that refer to "may", "will", "want", "should", "believe", "expect", "expect", "estimate", "estimate" or similar non-factual words, shall be regarded as forward-looking statements. Due to various factors, the actual results may differ materially from the historical results or the contents expressed in these forward-looking statements. These factors include, but are not limited to, the company's strategic objectives, the company's future plans, market demand and user acceptance of the company's products or services, technological updates, economic trends, the company's reputation and brand, the impact of industry competition and bidding, relevant policies and regulations, the ups and downs of China's macroeconomic conditions, the international market conditions served by the company, and the related risks and assumptions disclosed in the prospectus. In view of the above and other related reasons, we advise investors not to blindly rely on these forward-looking statements, and we urge investors to visit the SEC website to consult the company's relevant documents for other factors that may affect the company's future operating results. The company is under no obligation to make public amendments to changes in these forward-looking statements due to specific events or reasons after the declaration of these documents.
For more information, please contact:
The Company:
IR Department
Email: IR@sdh365.com
Investor Relations:
Janice Wang
EverGreen Consulting Inc.
Email: IR@changqingconsulting.com
| Phone: | +1 571-464-9470 (from U.S.) |
|---|---|
| +86 13811768559 (from China) |