8-K
Fortune Valley Treasures, Inc. (FVTI)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 8, 2022
FORTUNE
VALLEY TREASURES, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-55555 | 32-0439333 |
|---|---|---|
| (State<br> or other jurisdiction of<br><br> <br>incorporation<br> or organization) | (Commission<br><br> <br>File<br> Number) | (I.R.S.<br> Employer<br><br> <br>Identification<br> Number) |
| B1601 Oriental Impression Building 2<br><br> <br>Liansheng Road, Humen Town<br><br> <br>Dongguan, Guangdong Province, China | 523900 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
Registrant’s
telephone number, including area code: (86) (769) 8572 9133
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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 ☐
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.
The information set forth in Item 1.02 below is hereby incorporated by reference into this Item 1.01.
Item1.02 Termination of a Material Definitive Agreement.
As previously disclosed, on January 6, 2021, Fortune Valley Treasures, Inc. (the “Company”), along with Daxing Huashang (Hong Kong) Investment Co., Ltd, a Hong Kong company and a wholly-owned subsidiary of the Company (“DILHK”), entered into an equity interest transfer agreement (the “Equity Transfer Agreement”) with Valley Holdings Limited (“Valley Holdings”), a Hong Kong company, and Angel International Investment Holdings Limited (“Angel International”), a shareholder owning 70% of the equity interest in Valley Holdings. Valley Holdings owns approximately 88% of the equity of Valley Foods Holdings (Guangzhou) Co., Ltd., a food wholesale and food additives production and sales company in China. Under the Equity Transfer Agreement, DILHK agreed to purchase Angel International’s 70% equity in Valley Holdings in exchange for shares of common stock of the Company.
On July 8, 2022, the Company, DILHK, Angel International and Valley Holdings entered into a termination agreement (the “Termination Agreement”) pursuant to which the parties agreed to terminate the Equity Transfer Agreement. The Equity Transfer Agreement was terminated effective as of July 8, 2022 and the parties have no further rights or obligations under the Equity Transfer Agreement. The parties further agreed to waive their rights to any claims that may arise under the Equity Transfer Agreement. As of the date of the Termination Agreement, no equity interest of Valley Holdings had been transferred to DILHK.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit<br> No. | Description |
|---|---|
| 10.1 | Termination Agreement dated July 8, 2022 (English translation) |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
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: July 8, 2022
| FORTUNE VALLEY TREASURES, INC. | |
|---|---|
| By: | /s/ Yumin Lin |
| Name: | Yumin<br> Lin |
| Title: | Chief<br> Executive Officer |
Exhibit10.1
Termination Agreement
(English Translation)
This agreement is entered into by and among the following parties in Dongguan City, China on July 8, 2022.
Party A: DaXingHuaShang Investment (Hong Kong) Limited
Authorized Director: Lin Yumin
Party B: ANGEL INTERNATIONAL INVESTMENT HOLDINGS LIMITED
Authorized Director: Lin Jian
Party C: VALLEY HOLDINGS LIMITED (the “ Target Company”)
Authorized Director: Lin Jian
Party D: Fortune Valley Treasures, Inc.
Authorized Director: Lin Yumin
Whereas:
1. Party A, Party B, Party C and Party D (hereinafter referred to as the “Parties”), each signed the Equity Transfer Agreement and relevant supplementary agreements on January 6, 2021 (collectively hereinafter referred to as the “Equity Transfer Agreement”) in connection with the transfer of 70% of the equity of the Target Company held by Party B to Party A.
2. After the Equity Transfer Agreement came into effect, the 70% equity of the target company has not been transferred and registered in the name of Party A in accordance with the terms of the Equity Transfer Agreement, and the Equity Transfer Agreement has not in effect been performed.
3. All Parties to the Equity Transfer Agreement agree to terminate the Equity Transfer Agreement and cease the performance obligations of the Parties thereunder.
Now, in accordance with the principles of equality, voluntariness, fairness and good faith, the Parties agree to terminate the Equity Transfer Agreement as follows:
1. The Parties agree, through friendly consultation, to terminate the Equity Transfer Agreement on the date of signing this Agreement first written above (the “Termination Date”). From and after the Termination Date, all rights and obligations of the Parties under the Equity Transfer Agreement shall terminate and the Equity Transfer Agreement shall not be performed.
Upon the termination of the Equity Transfer Agreement, the Parties shall no longer be bound by the Equity Transfer Agreement, no Party shall enjoy any rights and assume any obligations under the Equity Transfer Agreement, and nor shall any Party claim any rights or require the other Parties to perform any obligations under the Equity Transfer Agreement.
2. The Parties unanimously confirm that upon the termination of the Equity Transfer Agreement, no Party shall file any claims, arbitration or suits or seek any liability for loss and any other liabilities against any other Parties on the grounds that such other Party has violated any of the terms of the Equity Transfer Agreement.
3. In case of any inconsistency between the Equity Transfer Agreement signed by the Parties and this Agreement, the provisions of this Agreement shall prevail.
4. All agreements, memoranda, documents, business information and trade secrets signed or provided by each of the Parties in the course of cooperation shall be trade secrets owned by such Party, and no Party shall disclose or use them for any other purposes other than for the purpose of this Agreement.
5. Any Party that fails to perform the obligations agreed herein or performing its obligations not in conformity with this Agreement constitutes a breach of contract, and the breaching Party shall be liable for breach of contract.
6. This supplementary Agreement is executed in quadruplicate counterparts, with each Party holding
one copy, and shall take effect upon being sealed by each Party.
(Remainder of page intentionally left blank. Signing Page Follows)
| 1 |
| --- |
FORTUNE VALLEY TREASURES, INC.
(This page has no text and is the Signature Page of the Termination Agreement.)
Party A: DaXingHuaShang Investment (Hong Kong) Limited (seal)
Authorized Director: Lin Yumin (signature)
Party B: ANGEL INTERNATIONAL INVESTMENT HOLDINGS LIMITED (seal)
Authorized Director: Lin Jian (signature)
Party C: VALLEY HOLDINGS LIMITED (seal)
Authorized Director: Lin Jian (signature)
Party D: Fortune Valley Treasures, Inc. (seal)
Authorized Director: Lin Yumin (signature)
| 2 |
| --- |