Visionary Holdings Inc 6-K, filed Jul 22, 2022
Visionary Holdings Inc. (GVHGF)
About this 6-K
Visionary Holdings Inc filed this 6-K on July 22, 2022.
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 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of July 2022
Commission File Number 001-41385
Visionary Education Technology Holdings Group Inc.
(Translation of registrant’s name into English)
200 Town Centre Blvd.
Suite 408A
Markham, Ontario, Canada L3R 8G5
905-739-0593
(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): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
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): ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
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Eighth Amendment to Moatfield Drive Purchase Agreement and Zhou Loan Agreement
On May 19, 2021, our indirect wholly owned subsidiary Visionary Education Services & Management Inc. (“VESM”) entered into an agreement to purchase two buildings with a total floor area of 433,000 square feet at 95-105 Moatfield Drive, North York, a Toronto suburb, which had been IBM’s Canada headquarters (the “Moatfield Drive Purchase Agreement”). We intend to convert the buildings into a campus center that we refer to as Visionary University Town. We expect to use the facility to house Max the Mutt College of Animation, Art and Design’s gaming and facility design programs and will have a capacity to provide teaching facilities for 12,000 to 15,000 international students in our educational programs. We may also lease portions of the facility to third party educational organizations with whom we may join in providing educational services.
On July 15, 2022, VESM entered into the eighth amendment to the Moatfield Drive Purchase Agreement (the “Eighth Amendment”), which is appended hereto as Exhibit 10.1. Pursuant to the Eighth Amendment, VESM paid an eighth deposit of approximately $0.8 million (C$1 million) on July 15, 2022 (the “Eighth Deposit”), and VESM postponed the purchase of the two Moatfield Drive buildings to August 18, 2022. If VESM does not close the purchase of the Moatfied Drive buildings, it will be required to forfeit the deposit paid under the Eighth Amendment and its prior deposits.
On July 15, 2022, Ms. Fan Zhou, our majority shareholder and Executive Director, lent us C$1 million (approximately $0.8 million) to pay the Eighth Deposit, in accordance with an agreement dated July 15, 2022, appended hereto as Exhibit 10.2 (the “Zhou Loan Agreement”). The loan has a term of one year, is non-interest bearing, and grants us an option to extend the due date for one year. If VESM fails to close the proposed acquisition of the Moatfield Drive buildings and loses its deposit, Ms. Zhou agreed to forgive such $0.8 million (C$1 million) loan.
Acquisition of Griggs International Academy China Co. Ltd.
On July 14, 2022, VESM entered into a Capital Increase and Share Expansion Agreement (the “Contribution Agreement”) with Griggs International Academy China Co. Ltd. (“Griggs China”), a Hong Kong private consulting and investment holding company offering United States K-12 diploma programs and services of Griggs International Academy USA at four locations in China , and its two current shareholders the (“Griggs Shareholders”). Pursuant to the Contribution Agreement, VESM has agreed to invest $900,000 in Griggs China in exchange for 9,000 newly issued shares of Griggs China, which will equal 90% of issued and outstanding shares of Griggs China. The closing of VESM’s purchase of 9,000 shares from Griggs China, which is scheduled to occur on or before July 31, 2022, is conditioned upon, among other things, completion of due diligence to VESM’s satisfaction.
On July 19, 2022, VESM entered into a Sale and Purchase Agreement (the “Buyout Agreement”) with the Griggs Shareholders. Pursuant to the Buyout Agreement, VESM has agreed to acquire all shares owned by the Griggs Shareholders for $50,000. VESM has agreesd to grant the Griggs Shareholders a residual right to receive an amount equal to 10% the total dividends paid by Griggs China from its operations post-closing, with a minimum total payment of $30,000, through 2032. VESM has agreed to retain Mr. Haochen Li, one of the Griggs Shareholders, as an employee of Griggs China at his current salary for a minimum of ten years after the closing. VESM has also agreed to retain Mr. Stephen Mark Rivers, the other Griggs Shareholder, as Academic Advisor for a minimum of five years at a salary of $10,000 per year. The closing under the Buyout Agreement, which is scheduled to occur on or before August 31, 2022, is subject only to the registration of the transfer of the Griggs China shares in Hong Kong and payment of the purchase price.
The foregoing summaries of the Eighth Amendment, the Zhou Loan Agreement, the Contribution Agreement, and the Buyout Agreement are not complete and are qualified in their entirety by reference to (1) the Eighth Amendment, which is filed as Exhibit 10.1 to this Report on Form 6-K, (2) the Zhou Loan Agreement, which is filed as Exhibit 10.2 to this Report on Form 6-K, (3) the Contribution Agreement , which is filed as Exhibit 10.3 to this Report on Form 6-K, and (4) the Buyout Agreement, which is filed as Exhibit 10.4 to this Report on Form 6-K, each of which is incorporated herein by reference.
Press Release
On July 21, 2022, we published the press release attached hereto as Exhibit 99.1 and hereby incorporated by reference into this report on Form 6-K, announcing our acquisition of Griggs International Academy China Co. Ltd.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
| VISIONARY EDUCATION TECHNOLOGY HOLDINGS GROUP INC. | ||
| Date: July 22, 2022 | By: | /s/ Guiping Xu |
| Guiping Xu | ||
| Chief Executive Officer | ||
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EXHIBIT INDEX
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Exhibit 10.1
EIGHTH AMENDMENT TO PURCHASE AGREEMENT
THIS AGREEMENT (the “Agreement”) is made effective as of the 15th day of July, 2022 ("Effective Date")
BETWEEN:
GTA OFFICE DMM INC.
(hereinafter referred to as the "Vendor")
- and -
VISIONARY EDUCATION SERVICES &
MANAGEMENT INC.
(hereinafter referred to as the "Purchaser")
WHEREAS 123 Real Estate Development Ontario Ltd., as purchaser, and the Vendor, as vendor, are parties to an agreement of purchase and sale dated May 19, 2021, as amended by an email amendment dated July 23, 2021, as amended by a first amendment to purchase agreement made between the Vendor and the Purchaser (as successor in interest to 123 Real Estate Development Ontario Ltd.) dated July 26, 2021, as amended by a second amendment to purchase agreement made between the Vendor and Purchaser dated August 6, 2021, as amended by a waiver and third amendment to purchase agreement made between the Vendor and the Purchaser dated October 6, 2021, as amended by a fourth amendment to purchase agreement dated December 16, 2021, as amended by a fifth amendment to purchase agreement dated March 31, 2022, as amended by a sixth amendment to purchase agreement dated May 18, 2022, as amended by a seventh amendment to purchase agreement dated June 10, 2022, and as amended by email amendments dated September 17, 2021, September 20, 2021, September 21, 2021, September 22, 2021, September 23, 2021, September 24, 2021, September 27, 2021, September 28, 2021, September 29, 2021, September 30, 2021, October 4, 2021, October 5, 2021, and October 6, 2021, May 13, 2022, May 16, 2022, May 17, 2022, May 31, 2022, June 6, 2022, June 7, 2022, June 8, 2022, and June 9, 2022 (such agreement, as amended or supplemented to the date hereof, being referred to herein as the "Purchase Agreement") for the property municipally known as 95-105 Moatfield Drive, Toronto, Ontario;
AND WHEREAS the Purchaser has requested certain amendments to the Purchase Agreement and the Vendor has agreed to the same on the terms and conditions herein;
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth in this agreement and the sum of $10.00 now paid by each of the parties to the other and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereby agree and covenant as follows:
1. Definitions
Unless otherwise defined herein, all capitalized terms used in this agreement shall have the respective meanings ascribed to them in the Purchase Agreement.
2. Amendments
| (a) | The definition of “Closing Date” set out in Section 1.1 of the Purchase Agreement is hereby deleted in its entirety and replaced with the following: |
“ “Closing Date” means August 18, 2022 or such other date as the Vendor and Purchaser may agree in writing;”
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| (b) | A new section 3.1(d5) is added to the Purchase Agreement following Section 3.1(d3), as follows: | |
| “(d5) on or prior to July 20, 2022, the Purchaser shall pay an additional One Million Dollars ($1,000,000), by wire transfer in immediately available funds from a Schedule I Canadian chartered bank as a further deposit to the Vendor’s Solicitors, to be held by them on the same terms as referred to in Subsection 3.1(a).” |
| (c) | Section 3.1(e) of the Purchase Agreement is hereby amended by deleting the words “Subsections 3.1(a), 3.1(b), 3.1(c), 3.1(d), 3.1(d2), 3.1(d3), and 3.1(d4)” and replacing the same with “Subsections 3.1(a), 3.1(b), 3.1(c), 3.1(d), 3.1(d2), 3.1(d3), 3.1(d4), and 3.1(d5) above”. |
| (d) | Section 4.3(b) of the Purchase Agreement is hereby amended by adding the following sentence to the end thereof: | |
| “In addition and notwithstanding anything else contained in this Agreement, the Purchaser acknowledges and agrees that the Vendor’s Solicitors shall be permitted, at any time, to release to the Vendor the entirety of the Deposit paid pursuant to this Agreement and that the Purchaser agrees that regardless of whether the transactions contemplated in this Agreement are completed or are not completed, the Purchaser shall have no claim whatsoever against the Vendor or the Vendor’s Solicitors in connection with the Deposit or the release by the Vendor’s Solicitors of the Deposit to the Vendor. The Vendor and Purchaser agree that the entirety of the Deposit shall not be subject to any escrow provisions and may be used by the Vendor for whatever purposes it chooses.” |
| (e) | Section 7.20(b) of the Purchase Agreement is hereby amended by adding the following sentence to the end thereof: | |
| “In addition, the Purchaser agrees that it shall be solely responsible for, and shall indemnify and save harmless the Vendor in respect of any and all Claims, costs, expenses, damages, judgements, any commissions payable, and any amounts whatsoever payable to the plaintiff or any other party noted in Ontario Superior Court of Justice Court File No. CV-22-000683456-0000, being an action commenced by Aimhome Realty Inc. and James Yang, as plaintiffs, against the Vendor, the Purchaser, 123 Natural Food Ontario Ltd., 123 Real Estate Development Ontario Ltd., Fan Zhou, and CBRE Limited, as defendants. In the event the Vendor incurs any costs or expenses, including legal fees and expenses, with the aforementioned court action, the Purchaser shall forthwith reimburse the Vendor for same and indemnify and save harmless the Vendor in respect thereof. The foregoing representations and indemnities shall survive Closing or any other termination of this Agreement.” |
3. Successors and Assigns
This agreement shall enure to the benefit of and shall be binding on and enforceable by the parties and their respective successors and permitted assigns.
4. Time of the Essence and Ratification
All other terms and conditions of the Purchase Agreement continue to be in force and full effect. Time shall continue to be of the essence.
5. Headings, Extended Meanings
The headings in this agreement are inserted for convenience of reference only and shall not constitute a part hereof and are not to be considered in the interpretation hereof. In this agreement, words importing the singular include the plural and vice versa; words importing the masculine gender include the feminine and vice versa; and words importing person include firms or corporations and vice versa.
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6. Counterparts
This agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution copies of this agreement may be delivered by electronic transmission or fax and the parties agree to accept and be bound by signatures on any document that is delivered by electronic transmission or fax. The signature of any party thereon, for purposes hereof, is to be considered as an original signature, and the document transmitted is to be considered to have the same effect as an original signature on an original document.
[remainder of page intentionally left blank. Signature page follows]
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IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.
| GTA OFFICE DMM INC. | |||
| by: | /s/ Steve Hodgson | ||
| Name: |
Steve Hodgson | ||
| Title: | Authorized Signing Officer | ||
| I have the authority to bind the Corporation. | |||
| Visionary Education Services & Management Inc. | ||
| by: | /s/ Zaiyi Liao | |
| Name: Zaiyi Liao | ||
| Title: Director | ||
| I have the authority to bind the Corporation | ||
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Exhibit 10.2
LOAN AGREEMENT
THIS AGREEMENT made effective as of this 15th day of July, 2022, by Fan Zhou (the “Lender”), of the City of Richmond Hill, Ontario to and for the benefit of Visionary Education Technology Holdings Group Inc. (the “Corporation”), a company incorporated under the laws of Ontario, Canada.
WHEREAS, the Corporation has entered into an Agreement of Purchase and Sale (the “Purchase Agreement”) for the purchase of the property municipally known as 95# - 105# Moatfield Dr., North York, ON M3B 3L6 (the “Property”) dated May 19, 2021, as amended from time to time.
WHEREAS, as of July 15, 2022, the Corporation, through its indirect wholly owned subsidiary Visionary Education Services & Management, Inc., entered into to the eighth amendment to the Purchase Agreement (the “Eighth Amendment”).
WHEREAS, pursuant to the Eighth Amendment, the closing date for the purchase of the Property was extended until August 18, 2022 and the Corporation paid an additional deposit of C$1 million (approximately $0.8 million) on July 15, 2022 (the “Additional Deposit”).
WHEREAS, under the Purchase Agreement the Corporation has paid the seller $15.04 million (C$18.8 million) to date as deposits (the “Deposits”) for the closing of the purchase of the Property (the “Transaction”).
WHEREAS, the Lender has loaned to the Corporation the amount of the Deposits and an additional $643,000 in connection with the acquisition of Max the Mutt Animation Inc. for a total of $9,033,618 prior to the date of this Agreement.
WHEREAS, the Lender agrees to loan the Corporation the amount of the Additional Deposit on July 15, 2022, pursuant to the terms of the promissory note attached as Exhibit A.
AND WHEREAS, the Lender has agreed to release the Corporation from its obligations in connection with the amount of the $9,033,618 plus the Additional Deposit (collectively, the “Debt”) if the Corporation fails to close the Transaction and forfeits the Deposits pursuant to the terms of the Purchase Agreement.
NOW, THEREFORE, IN CONSIDERATION OF good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged, the Lender and the Corporation agree as follows:
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Loan and Release The Lender agrees to loan the Corporation the principal amount of C$1,000,000 (approximately $0.8 million) on July 15, 2022, pursuant to the terms of the promissory note attached at Exhibit A.
In the event that the Corporation is unsuccessful in closing the Transaction pursuant to the terms of the Purchase Agreement and forfeits the Deposits (including the Additional Deposit), the Lender shall release the Corporation from any and all obligations in connection with the Debt, including but not limited to any obligation by the Corporation to repay any principal amount, interest or any other amounts due to the Lender, and the Lender agrees that she releases the Corporation from any and all claims and proceedings of any kind which the Lender may make against, or engage in with respect to, the Corporation, in connection with the Debt. |
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| 2. | General: |
| a. | Modification of the Agreement Any amendment or modification of this Agreement or additional obligations assumed by either party in connection with this Agreement will only be legally binding and enforceable if evidenced in writing signed by the Lender and the Corporation. | |
| b. | Entire Agreement There is no representation, warranty, collateral agreement or conditions affecting this agreement except as expressly provided in this Agreement. | |
| c. | Choice of Law and Forum Any dispute arising out of this Agreement shall be resolved in a court of competent jurisprudence in Toronto, Ontario, under the laws of the province of Ontario and Canada. | |
| d. | Severability In the event that any provision of this Agreement is held to be invalid or unenforceable, in part or in whole, such provision is severed from this Agreement and all other provisions will continue to be valid and enforceable. | |
| e. | Successors and Assigns This Release shall enure to the benefit of the successors, permitted assigns and legal representatives of the Lender and Corporation. This Release may only be assigned with the written consent of the Lender and Corporation. | |
| f. | Counterparts This Agreement may be executed and delivered (including by facsimile copy or by scanned copy attached to an email) in any number of counterparts, with the same effect as if all parties had signed and delivered the same document, and all counterparts shall be construed together to be an original and will constitute one and the same Agreement. |
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written
Visionary Education Technology Holdings Group Inc.
| By: /s/ Guiping Xu | /s/ Fan Zhou | ||
| Guiping Xu, Chief Executive Officer | Fan Zhou |
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Exhibit A
PROMISSORY NOTE
| Amount: $1,000,000 Canadian Dollars | Due: July 15, 2023 |
FOR VALUE RECEIVED, the undersigned,
Visionary Education Technology Holdings Group Inc. (“Company”) promises to pay to Ms. Fan Zhou to its order, the principal sum of one million Canadian dollars (C$1,000,000) without interest with one year term starting date on July 15, 2023, and the Company has an option to extend the due date for one year from the initial due date.
This promissory note and the rights, obligations and relations of the undersigned and the holder hereto shall be governed by and construed in accordance with the laws of the Province of Ontario (but without giving effect to the conflict of law rules thereof). The undersigned and the holder hereto agree that the Courts of Ontario shall have jurisdiction to entertain any action or other legal proceedings based on any provisions of this promissory note.
The undersigned and the holder hereto do hereby attorn to the jurisdiction of the Courts of the Province of Ontario.
| Visionary Education Technology Holdings Group Inc. | ||
| Per: | /s/ Guiping Xu | |
| Name: Guiping Xu | ||
| Title: Chief Executive Officer | ||
| I have the authority to bind the Corporation | ||
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Exhibit 10.3
Capital Increase and Share Expansion Agreement
This Capital Increase and Share Expansion Agreement (this "Agreement") is entered into on July 14, 2022 (the "Effective Date") by and between
Griggs International Academy China Co. Ltd. (the "Corporation"), a Hong Kong corporation located at UNIT D 12/F SEABRIGHT PLAZA 9-23 SHELL ST NORTH POINT, is a private CONSULTING AND INVESTMENT HOLDING company offering Griggs International Academy K-12 curriculum and services in Asia Pacific region and all its subsidiaries including Griggs (Guangzhou) International Education Consulting Com. Ltd. and its tangible and intangible assets (see the Attachment A for details) ((individually and collectively the "Target Company"); and
Visionary Education Services and Management Inc. (the "Purchaser"), a Canada corporation located at 200 Town Centre Blvd. Suite 408A, Markham, Ontario, Canada L3R 8G5, is a private education provider for high-quality education resources and services to students around the globe;
and summarizes the principal terms of a proposed private transaction involving:
Mr. Haochen Li residing at No. 438 Fengle South Road, Huangpu, Guangzhou, Guangdong Province, China, and
Mr. Stephen Mark RIVERS residing at 8903 U.S. Hwy 31, Berrien Springs MI 49104-1950, U.S.A.
(Individually the "Party B" and collectively the "Party Bs")
The Target Company, Party A and Party Bs may be referred as the "Party", or collectively, the"Parties".
RECITALS
WHEREAS, the Party Bs owns 1,000 shares of shares and agree to issue 9000 shares (the "Shares") of the Target Company, each share is 100 US dollars. The target company original ordinary share capital is 100,000 US dollars which will become 1,000,000 US dollars after issuing new shares of 9,000 shares.
WHEREAS, the Party A aspires to increase capital 900,000 US dollars by obtaining the 9000 shares to own 90% of the Target Company Shares, pursuant to the terms and conditions set forth in this Agreement.
NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
SECTION 1:
INVESTMENT, Investment TERMS AND CONDITIONS
| 1.01 | Investment. Subject to the satisfaction of the conditions and terms set forth herein, the Party A consents and agrees to obtain 9000 shares from the Party Bs, and as such the Party Bs herein agrees to sell, transfer, convey and deliver to the Party A the aforementioned number of Shares. After the Shares issue, new allocation of ownership interests for Mr. Haochen Li, Mr. Stephen Mark RIVERS and the Party A will be 6.2%, 3.8% and 90%, respectively. |
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Please see the Capitalization Table below:
| Shareholder Name | Prior issue Common Shares | After issue Common Shares | Fully Diluted Ownership % | |
| Haochen Li | 620 | 620 | 6.2% | |
| Stephen Mark RIVERS | 380 | 380 | 3.8% | |
| Subtotal–Current Holdings | 1000 | 1000 | 10.0% | |
|
Visionary Education Services and Management Inc. |
9000 | 90% | ||
| Total Holdings | - | 10000 | 100% |
All shareholders shall receive declared dividends or other distribution with respect to their shares, to hold such shares subject to this Agreement for his or her benefit in proportion to his or her respective interest, and the shares shall become subject to all of the terms and conditions of this Agreement to the same extent as if they were originally deposited hereunder.
| 1.02 | Investment. The Party A agrees to pay a total Investment price of US$900,000.00 (Nine Hundred Thousand US Dollars, the "Investment Price") for the number of Shares and set forth in Section 1.01. |
| (a) | The Investment shall be paid by wire transfer to Griggs International Academy China Co. Ltd.’s bank account or by bank checks made payable to The Target Company. | |
| (b) | The Investment proceeds received from the Party A shall be used for The Target Company’s issues and marketing, operations, and working capital. | |
| (c) | The Investment has actually diluted the existing shareholder’s shares per the Capitalization Table in Section 1.01. The Investment is for the benefits of The Target Company in lieu of individual shareholders. |
| 1.03 | Arrangement for Key Persons. The Target Company’s current shareholder Mr. Haochen Li shall commit their employment with The Target Company for five years, respectively. Mr. Stephen Mark RIVERS shall continue engaged in The Target Company operation and acts as Academic Advisor. |
| Parties agree to include key persons to the Party A and The Target Company including Ms. Fan (Pauline) Zhou as Executive Director, Mr. Haochen Li as Chairman and Chief Representative, Asia Pacific, Mr. Stephen Mark RIVERS as Academic Advisor, Mr. Zaiyi Liao as Director and Chief Academic Officer, and Mr. Guiping (David) Xu as Chief Financial Officer. |
| 1.04 | Compensation for Key Persons. Mr. Haochen Li and shall continue to draw salaries and benefits from The Target Company at the current rate as of the Effective Date hereof, or as increased by consent of the holders of a majority of the issued and outstanding shares of The Target Company, so long as they are employed by The Target Company according to the terms set in Section 1.03. |
| Mr. Stephen Mark RIVERS shall not be entitled to employee’s salary or benefits from The Target Company except upon the consent of the holders of the majority of the issued and outstanding shares of The Target Company. | |
| Both Mr. Haochen Li and Mr. Stephen Mark RIVERS are eligible to the Party A’s stock options for executives and key persons subject to its Board approval. |
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| 1.05 | The Board and Voting. Following completion of the transaction, each shareholder of The Target Company shall vote, or cause the shares to be voted over which such shareholder has voting control, such that the size of the Board of Directors shall be three directors. All additions/removals/modifications of the Board of Directors must be approved by a majority of the Board of Directors. |
| The Board shall include the following three members / directors: Ms. Fan (Pauline) Zhou, Mr. Haochen Li (Chairman), Mr. Zaiyi Liao. |
| 1.06 | IP Protection. The Target Company’s existing or future trademark, patent, copyright and industrial design owned by The Target Company shall remain in The Target Company. |
| 1.07 | Conditions and Date of Closing. The obligations of The Target Company to complete all contemplated transactions herein shall be subject, in conjunctions with other items, to the satisfactions of the following conditions: |
| (a) | Satisfactory completion of all legal, accounting, tax, financial, commercial and environmental due diligence, at the Party A's sole discretion; |
| (b) | Negotiation execution and delivery of satisfactory and mutually acceptable transaction documents; |
| (c) | Receipt of all necessary approvals; |
| (d) | True and correct representations and warranties as of the Closing Date; |
| (e) | Finally, any and all essential steps to achieve a Closing shall be completed by 07/31/2022, the actual Closing Date. The aforementioned Closing Date may be subject to a mutually agreed upon extension or postponement by both parties. |
| 1.08 | Share Registration. The Corporate shall complete share registration for the investor in five business days after the Closing Date. |
SECTION 2:
REPRESENTATION AND WARRANTIES
| 2.01 | Party Bs Representation and Warranties. The Party Bs herein represent and warrant to Party A as follows: |
| (a) | Power and Authority. The Party Bs have the power and authority to implement, carry out and convey all aspects of this Agreement, and conclude the transactions that are contemplated hereby. |
| (b) | Validity and Enforceability. This Agreement and any and all other instruments or documents executed by the Party Bs in correlation herewith have been duly executed by the Party Bs, and constitute valid and legally binding commitments of the Party Bs, enforceable in accordance with their respective terms. |
| (c) | No Encumbrances. The Party Bs, being the owner of record and possessor of all right, title and interest, both legal and beneficial, certifies and attests that all Shares are free and clear of any and all liens. Upon the delivery of the certificates representing the Shares to be sold by the Party Bs to the Party A hereunder and Investment made pursuant to this Agreement, good, valid and marketable title to said Shares, being free and clear of all liens, encumbrances, equities, debts, claims, liabilities and/or obligations, whether absolute, accrued, contingent or otherwise, will be transferred to the Party A. |
| (d) | Knowledge and Access. The Party Bs has knowledge and experience in financial and business matters and has been furnished access to information and documentation regarding the Party A and it is capable of evaluating the merits and risks of accepting The Investment in exchange for the Shares and the other terms and conditions of this Agreement. The Party Bs has been provided with the opportunity to inquire and receive answers regarding the terms and conditions of this Agreement and to obtain additional information regarding the Party A's plans and future prospects. |
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| 2.02 | Representation and Warranties of the Party A. The Party A herein represents and warrants to Party Bs as follows: |
| a) | Power and Authority. The Party A has the power and authority to implement, carry out and convey all aspects of this Agreement, and conclude the transactions that are contemplated hereby. |
| b) | Organization and Qualifications. The Party A is incorporated, duly organized, validly existing and in good standing under the laws of Hong Kong. |
| c) | Validity and Enforceability. This Agreement and all other instruments or documents executed by the Party A in regards herewith have been duly executed by the Party A, and constitute valid and legally binding commitments of the Party A, enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, agreed period of delay or similar laws affecting the enforcement of creditors' rights generally and general principles of equity (whether considered in an action at law or in equity). |
| d) | Party A represents that it has had sufficient time and access to the books, records, business and all other information of The Target Company to properly inspect and review the business of The Target Company, and in executing this agreement and consummating the contemplated transaction Party A has not relied upon any comments, statements, representations or the like made by Party B, The Target Company or any third-party except those specifically made in this agreement. |
The terms of this Agreement and the underlying transaction comply with all applicable laws of Hong Kong and of any applicable state thereof and no consent, approval, order or authorization of, or registration, qualifications, designation, declaration or filing with, any federal, state or local governmental agency or authority on the part of the Party A is required in connection with implementation of the Investment of Shares contemplated by this Agreement.
SECTION 3:
MISCELLANEOUS
| 3.01 | Notices. Both Parties to this Agreement shall provide sufficient notice or communication by certified mail, return receipt requested, to the aforementioned addresses herein listed or to other such address as either Party may have furnished to the other in writing with regards to any notice or communication directly related to this Agreement. The notice shall be deemed received when delivered or signed for, or on the third day after mailing if not signed for. |
| 3.02 | Successors and Assigns. This Agreement shall be legally binding upon and inure to the benefit of the Parties and their respective successors and assigns. |
| 3.03 | Entire Agreement. This Agreement contains the entire agreement of the Parties regarding the subject matter of this Agreement, and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the Parties. |
| 3.04 | Amendment. This Agreement may be modified or amended if said modification or amendment is made in writing and signed by both Parties. |
| 3.05 | Severability. If any provisions of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as to be limited. |
| 3.06 | Governing Law. To the extent not preempted by federal law, the provisions of this Agreement shall be construed and enforced in accordance with the laws of Hong Kong, notwithstanding any choice-of-law or conflicts-of-law rules to the contrary. The Parties agree that any legal action relating to this Agreement shall be commenced and maintained exclusively before any appropriate state or federal court of record in Hong Kong. |
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| 3.07 | Counterparts. This Agreement may be executed in separate counterparts, either of which, when so executed, shall be deemed to be an original and both of which, when taken together, shall constitute but one and the same agreement. |
| 3.08 | Survival. The representation, warranties, covenants and agreements made herein shall survive the execution and delivery of this Agreement and the implementation of the transactions contemplated hereby, notwithstanding any investigation made by either Party. |
| 3.09 | Further Assurances. Each Party shall at any time and from time to time after the date hereof, take whatever actions the other Party or its affiliates or agents reasonably request to effectuate, record, evidence or perfect the transfer of the Shares to the Party A pursuant to this Agreement or to otherwise effectuate or implement any of the transactions contemplated hereby. |
| 3.10 | Waiver. The waiver of any breach or violation of any term or condition hereof shall not affect the validity or enforceability of any other term or condition, nor shall it be deemed a waiver of any subsequent breach or violation of the same term or condition. No waiver of any right or remedy under this Agreement shall be effective unless made in writing and executed by the Party so to be charged. The rights and remedies of the Parties to this Agreement are cumulative and not alternative. |
| 3.11 | Effect of Title and Headings. The title of the Agreement and the headings of its Sections are included for convenience and shall not affect the meaning of the Agreement or the Section. |
| 3.12 | Attorney's Fees. If any legal proceeding is brought for the enforcement of this Agreement, or because of an alleged breach, default or misrepresentation in connection with any provision of this Agreement or other dispute concerning this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorney's fees incurred in connection with such legal proceeding. The term "prevailing party" shall mean the party that is entitled to recover its costs in the proceeding under applicable law, or the party designated as such by the court. |
| 3.13 | Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. |
| 3.14 | Clear Separation of Liabilities and Obligations. Party Bs are fully responsible for all the legal and financial obligations of the Target Company before the investment increase or closing; Party A has no responsibility for these obligations at all. After the capital increase or closing, Party A and Party Bs will share the responsibility proportionally to their share percentages. |
| 3.15 | Supersedes all Prior Agreements. This Agreement hereby supersedes and replaces all prior agreements, both written and oral, including any prior Capital Increase and Share Expansion Agreements and rights of first refusal. In the event any prior agreements shall have terms which conflict with this Agreement, the terms of this Agreement shall control. |
| 3.16 | Arbitration. All disputes, claims, controversies arising out of the Agreement shall be resolved through arbitration under the auspices of the Hong Kong International Arbitration Centre in accordance with its Commercial Arbitration Rules. Venue for any arbitration shall be in Hong Kong. |
| 3.17 | Disclaimer. THE SECURITIES THAT ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND THE ISSUANCE OF SUCH SECURITIES OR THE Investment OR RECIEPT OF ANY PART OF THE CONSIDERATION THEREFOR PROR TO SUCH QUALIFICATION OR IN THE ABSENCE OF AN EXEMPTION FROM SUCH QUALIFICATION IS UNLAWFUL. |
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EXECUTION PAGE
IN WITNESS WHEREOF, THE AGREEMENT IS ACKNOWLEDGED, CONFIRMED AND ACCEPTED BY PARTIES FOR AND ON BEHALF OF THE FOLLOWING PARTIES AND BECOMES EFFECTIVELY IMMEDIATELY:
Griggs International Academy China Co. Ltd.
| Signature: | /s/ Haochen Li | |
| Haochen Li |
Title of Party B’s Representative: Director and Major Shareholder
Shareholder and Party B
| Signature: | /s/ Haochen Li | |
| Haochen Li |
Title of Party B’s Representative: Director
Shareholder and Party B
| Signature: | /s/ Stephen Mark RIVERS | |
| Stephen Mark RIVERS |
Title of Party B’s Representative: Director
Visionary Education Services and Management Inc.
The Party A’s Representative
| Signature: | /s/ Fan Zhou | |
| Fan Zhou |
Title of Party A’s Representative: Executive Director
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ATTACHMENT A
The Corporation owns the following intellectual property rights except of those belong to Griggs International Academy but can be implemented by Griggs International Academy China Co., Ltd.:
| 1. | Authorization letter for establishment of a support office in China by Griggs International Academy. |
| 2. | Working Agreement between Griggs International Academy and Griggs International Academy China Co., Ltd. |
| 3. | Registered trademark: GRIGGS. |
| 4. | Griggs International Academy China Office’s high school diploma syllabus, college preparatory diploma syllabus. |
| 5. | Documents of school setup, operation and assessment. |
| 6. | PayEco RMB cross-border payment account. |
| 7. | The Corporation website, WeChat public account, and short video account. |
| 8. | As of July 8, 2022, The Corporation has three affiliated schools, namely Shanghai Hongrun Boyuan School, Guangzhou ZWIE World Academy, and Hefei Ivy League School. |
|
EDT (Electronic document transmissions) EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions of this Contract. As applicable, this Agreement shall be: 1. Incorporate U.S. Public Law 106-229, “Electronic Signatures in Global and National Commerce Act” or such other applicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2001) and 2. Electronic Commerce Agreement (ECE/ TRADE/257, Geneva, May 2000) adopted by the United Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT). 3. EDT documents shall be subject to European Community Directive No. 95/46/EEC, as applicable. Either Party may request hard copy of any document that has been previously transmitted by electronic means provided however, that any such request shall in no manner delay the parties from performing their respective obligations and duties under EDT instruments. |
ELECTRONIC SIGNATURE IS VALID AND LEGALLY BINDING AS AN ORIGINAL IF TRANSMITTED IN SECURE AND CERTIFIED *. PDF FORMAT
***** END OF DOCUMENT *****
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Exhibit 10.4
Sale and Purchase Agreement
This Sale and Purchase Agreement (this "Agreement") is entered into on July 19, 2022 (the "Effective Date") by and between
Purchaser (referred as Party A), Visionary Education Services and Management Inc. (the "Purchaser"), a Canada corporation located at 200 Town Centre Blvd. Suite 408A, Markham, Ontario, Canada L3R 8G5, is a private education provider for high-quality education resources and services to students around the globe;
and Seller (referred as Party B)
Mr. Haochen Li (referred as Party B1) residing at No. 438 Fengle South Road, Huangpu, Guangzhou, Guangdong Province, China,
and
Mr. Stephen Mark RIVERS (referred as Party B2) residing at 8903 U.S. Hwy 31, Berrien Springs MI 49104-1950, U.S.A.
(Individually the "Seller" and collectively the "Sellers")
summarizes the principal terms of a proposed private transaction involving 1000 ordinary shares (referred to as Shares) of Griggs International Academy China Co. Ltd., a Hong Kong corporation located at UNIT D 12/F SEABRIGHT PLAZA, 9-23 SHELL ST, NORTH POINT, is a private CONSULTING AND INVESTMENT HOLDING company, (individually and collectively the "Corporation"). The Corporation offers K-12 education resources to students in the region.
RECITALS
WHEREAS, Party B1 owns 620 Shares and Party B2 owns 380 Shares of the Corporation respectively and
WHEREAS, Party A agrees to purchase 620 Shares of the Corporation from Party B1 for $31,000 US dollars,
WHEREAS, Party A agrees to purchase 380 Shares of the Corporation from Party B2 for $19,000 US dollars,
pursuant to the terms and conditions set forth in this Agreement.
NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
SECTION 1:
PURCHASE, PAYMENT TERMS AND CONDITIONS
| 1.01 | Purchase. Subject to the satisfaction of the conditions and terms set forth herein, the Purchaser consents and agrees to purchase 1,000 Shares from the Sellers, and as such the Sellers herein agrees to sell, transfer, convey and deliver to the Purchaser the aforementioned number of Shares. The Corporate shareholders Mr. Haochen Li and Mr. Stephen Mark RIVERS consent and agree to sell 620 and 380 shares respectively to the Purchaser. |
| 1 |
| 1.02 | Payment. |
| Party A agrees to pay Party B1 $31,000 US dollars for 620 Shares of the Corporation and | |
| Party A agrees to pay Party B2 $19,000 US dollars for 380 Shares of the Corporation | |
| A deposit of 50% of the share purchase price shall be paid to Party B1 and B2 within five business days after the agreement is signed. The remaining balance of the payment shall be paid within five business days after the official registration of the 1,000 ordinary shares under the Purchaser’s name is completed. | |
| (a) The purchase shall be paid by wire transfer to the Sellers’ individual bank accounts designated in writing. | |
| (b) Mr. Haochen Li and Mr. Stephen Mark RIVERS shall retain 10% of dividend rights of the Corporation’s Griggs Program in exchange for the sale of their ordinary shares. The Purchaser guarantees to pay an annual minimum of $20,000 US dollars to Party B1 and $10,000 US dollars to Party B2 as a retainer if no dividend is to be declared along with the Corporation operates. The payment of the retainer shall commence 1 September 2022 and remain in effect until 31 August 2032 if, in case of, the Corporation terminates its operation before 31 August 2032. Dividend and/or retainer payment shall be paid by the Sellers’ individually designated bank accounts on or before 2 April of each year. |
| 1.03 | Arrangement for Key Persons. The Corporation’s current shareholder Mr. Haochen Li shall remain in employment with the Corporation for a minimum period of ten years, to conclude on 31 August 2032. Ms. Lisa Kerr and Ms. Leila Qiu shall be guaranteed employment with the Corporation for a minimum period of five years. Thereafter the employment period may be extended as agreed by negotiating parties. Mr. Stephen Mark RIVERS shall continue to engage in the Corporation operation as Academic Advisor for the Griggs Program only for a minimum period of five years. In the event that Mr. Haochen Li, Mr. Stephen Mark Rivers, Ms. Lisa Kerr or Ms. Leila Qiu is unable to fulfil any duties, such replacements shall solely be authorized by Griggs USA. The Seller may offer new employment conditions to any replacement key person(s) authorized by Griggs USA. |
| All Parties agree to include the key persons to the Corporation: Ms. Fan Zhou as Executive Director, Mr. Haochen Li as Chairman and Chief Representative, Asia Pacific, Mr. Stephen Mark RIVERS as Academic Advisor for the Griggs Program, Mr. Zaiyi Liao as Director and Chief Academic Officer, Mr. Guiping Xu as Chief Financial Officer, Ms. Lisa Kerr as Academic Director of the Griggs Program and Ms. Leila Qiu as Administrator of the Griggs Program. |
| 1.04 | Compensation for Key Persons. Mr. Haochen Li, Ms. Lisa Kerr and Ms. Leila Qiu shall continue to draw salaries and benefits from the Corporation at the current employment contract rate as of the Effective Date hereof, or as increased by consent of the holders of a majority of the issued and outstanding shares of the Corporation, so long as they are employed by the Corporation according to the terms set in Section 1.03. |
| Mr. Stephen Mark RIVERS shall receive $10,000 US dollars per year from the Corporation from the Effective Date hereof, or as increased by consent of the holders of a majority of the issued and outstanding shares of the Corporation, so long as they are employed by the Corporation according to the terms set in Section 1.03. | |
| Both Mr. Haochen Li and Mr. Stephen Mark RIVERS are eligible to the Purchaser’s stock options for executives and key persons subject to its Board approval. |
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| 1.05 | The Griggs China Board. Following completion of the transaction, the Board shall include the following three members / directors: Ms. Fan Zhou, Mr. Haochen Li (Chairman), Mr. Zaiyi Liao. Mr. Haochen Li has the one vote power of rejection of all votes pertaining to the Griggs Program only if the motion will not cause damages to the Program and negatively impact the development and expansion of the Program. |
| 1.06 | Conditions and Date of Closing. The obligations of the Parties to complete all contemplated transactions herein shall be subject, in conjunctions with other items, to the satisfactions of the following conditions: |
| (a) | Completion of share registration; |
| (b) | Completion of the purchase payment; |
| (c) | Finally, any and all essential steps to achieve a Closing shall be completed before 31 August 2022, registration complete date or the Closing Date. The aforementioned Closing Date may be subject to a mutually agreed upon extension or postponement by both parties. |
| 1.08 | Share Registration. The Sellers, upon receipt of the deposit shall cancel or transfer said number of Ordinary Shares directly back to the Purchaser through the Sellers' appointed and duly authorized attorney, officer or agent. The Corporate shall complete share registration for the Purchaser in five business days after the Closing Date. |
SECTION 2:
REPRESENTATION AND WARRANTIES
| 2.01 | Sellers Representation and Warranties. The Sellers herein represent and warrant to Purchaser as follows: |
| (a) | Power and Authority. The Sellers have the power and authority to implement, carry out and convey all aspects of this Agreement, and conclude the transactions that are contemplated hereby. |
| (b) | Validity and Enforceability. This Agreement and any and all other instruments or documents executed by the Sellers in correlation herewith have been duly executed by the Sellers, and constitute valid and legally binding commitments of the Sellers, enforceable in accordance with their respective terms. |
| (c) | No Encumbrances. The Sellers, being the owner of record and possessor of all right, title and interest, both legal and beneficial, certifies and attests that all Shares are free and clear of any and all liens. Upon the delivery of the certificates representing the Shares to be sold by the Sellers to the Purchaser hereunder and purchase made pursuant to this Agreement, good, valid and marketable title to said Shares, being free and clear of all liens, encumbrances, equities, debts, claims, liabilities and/or obligations, whether absolute, accrued, contingent or otherwise, will be transferred to the Purchaser. |
| (d) | Knowledge and Access. The Sellers has knowledge and experience in financial and business matters and has been furnished access to information and documentation regarding the dividend rights and retainer payment. The Seller is capable of evaluating the merits and risks of accepting the share purchase in exchange for the other terms and conditions of this Agreement. The Sellers has been provided with the opportunity to inquire and receive answers regarding the terms and conditions of this Agreement. |
| 3 |
| 2.02 | Purchaser Representation and Warranties. The Purchaser herein represents and warrants to Sellers as follows: |
| a) | Power and Authority. The Purchaser has the power and authority to implement, carry out and convey all aspects of this Agreement, and conclude the transactions that are contemplated hereby. |
| b) | Organization and Qualifications. The Purchaser is incorporated, duly organized, validly existing and in good standing under the laws of Canada. |
| c) | Validity and Enforceability. This Agreement and all other instruments or documents executed by the Purchaser in regards herewith have been duly executed by the Purchaser, and constitute valid and legally binding commitments of the Purchaser, enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, agreed period of delay or similar laws affecting the enforcement of creditors' rights generally and general principles of equity (whether considered in an action at law or in equity). |
| d) | Knowledge and Access: Purchaser represents that it has had sufficient time and access to the books, records, business and all other information of the Corporation to properly inspect and review the business of the Corporation, and in executing this agreement and consummating the contemplated transaction Purchaser has not relied upon any comments, statements, representations or the like made by Seller, the Corporation or any third-party except those specifically made in this agreement. The Purchaser has knowledge and experience in financial and business matters and has been furnished access to Griggs China information, documentation and agreements regarding the Sellers and the Office Agreement with Griggs International Academy. The Purchaser agrees to abide by all terms and conditions of the current Office Agreement between GIA China and Griggs USA. The Purchaser has knowledge of and has been furnished access to Griggs China employment contracts and agrees to abide by all employment terms and conditions in respect to employees Ms. Lisa Kerr and Ms. Leila Qiu. The Purchaser is capable of evaluating the merits and risks of purchasing the Shares and the other terms and conditions of this Agreement. The Purchaser has been provided with the opportunity to inquire and receive answers regarding the terms and conditions of this Agreement and to obtain additional information. |
| e) | Copyrights and Intellectual Property: The Purchaser is aware that all copyrights for academic materials are retained by Griggs USA, subject to the terms and conditions of the Office Agreement. The Purchaser is authorized under the Office Agreement to use all academic materials provided by Griggs USA. The “Griggs” name, logo and branding are retained by Griggs USA. Griggs China is authorized to use the “Griggs name, logo and branding, subject to the terms and conditions of the Office Agreement. |
| f) | Sale of Griggs China: The Purchaser agrees not to sell or transfer ownership of Griggs China for a period of ten years. The Seller further agrees to notify Griggs USA in writing of any pending sale of Griggs China before completing any sale agreement. |
The terms of this Agreement and the underlying transaction comply with all applicable laws of Hong Kong and of any applicable state thereof and no consent, approval, order or authorization of, or registration, qualifications, designation, declaration or filing with, any federal, state or local governmental agency or authority on the part of the Purchaser is required in connection with implementation of the purchase of Shares contemplated by this Agreement.
SECTION 3:
MISCELLANEOUS
| 3.01 | Notices. Both Parties to this Agreement shall provide sufficient notice or communication by certified mail, return receipt requested, to the aforementioned addresses herein listed or to other such address as either Party may have furnished to the other in writing with regards to any notice or communication directly related to this Agreement. The notice shall be deemed received when delivered or signed for, or on the third day after mailing if not signed for. |
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| 3.02 | Successors and Assigns. This Agreement shall be legally binding upon and inure to the benefit of the Parties and their respective successors and assigns. |
| 3.03 | Entire Agreement. This Agreement contains the entire agreement of the Parties regarding the subject matter of this Agreement, and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the Parties. |
| 3.04 | Amendment. This Agreement may be modified or amended if said modification or amendment is made in writing and signed by both Parties. |
| 3.05 | Severability. If any provisions of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as to be limited. |
| 3.06 | Governing Law. To the extent not preempted by federal law, the provisions of this Agreement shall be construed and enforced in accordance with the laws of Hong Kong, notwithstanding any choice-of-law or conflicts-of-law rules to the contrary. The Parties agree that any legal action relating to this Agreement shall be commenced and maintained exclusively before any appropriate state or federal court of record in Hong Kong. |
| 3.07 | Counterparts. This Agreement may be executed in separate counterparts, either of which, when so executed, shall be deemed to be an original and both of which, when taken together, shall constitute but one and the same agreement. |
| 3.08 | Survival. The representation, warranties, covenants and agreements made herein shall survive the execution and delivery of this Agreement and the implementation of the transactions contemplated hereby, notwithstanding any investigation made by either Party. |
| 3.09 | Further Assurances. Each Party shall at any time and from time to time after the date hereof, take whatever actions the other Party or its affiliates or agents reasonably request to effectuate, record, evidence or perfect the transfer of the Shares to the Purchaser pursuant to this Agreement or to otherwise effectuate or implement any of the transactions contemplated hereby. |
| 3.10 | Waiver. The waiver of any breach or violation of any term or condition hereof shall not affect the validity or enforceability of any other term or condition, nor shall it be deemed a waiver of any subsequent breach or violation of the same term or condition. No waiver of any right or remedy under this Agreement shall be effective unless made in writing and executed by the Party so to be charged. The rights and remedies of the Parties to this Agreement are cumulative and not alternative. |
| 3.11 | Effect of Title and Headings. The title of the Agreement and the headings of its Sections are included for convenience and shall not affect the meaning of the Agreement or the Section. |
| 3.12 | Attorney's Fees. If any legal proceeding is brought for the enforcement of this Agreement, or because of an alleged breach, default or misrepresentation in connection with any provision of this Agreement or other dispute concerning this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorney's fees incurred in connection with such legal proceeding. The term "prevailing party" shall mean the party that is entitled to recover its costs in the proceeding under applicable law, or the party designated as such by the court. |
| 3.13 | Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. |
| 5 |
| 3.14 | Clear Separation of Liabilities and Obligations. Sellers are fully responsible for all the legal and financial obligations of their shareholder status before the purchase or closing; Purchaser has no responsibility for these obligations at all. After the purchase closing, Purchaser will take full responsibility to their share percentages. |
| 3.15 | Supersedes all Prior Agreements. This Agreement hereby supersedes and replaces all prior agreements, both written and oral, including any prior Sale and Purchase Agreements and rights of first refusal. In the event any prior agreements shall have terms which conflict with this Agreement, the terms of this Agreement shall control. No other agreement, written or oral, shall form part of this agreement. |
| 3.16 | Arbitration. All disputes, claims, controversies arising out of the Agreement shall be resolved through arbitration under the auspices of the Hong Kong International Arbitration Centre in accordance with its Commercial Arbitration Rules. Venue for any arbitration shall be in Hong Kong. |
| 3.17 | Disclaimer. THE SECURITIES THAT ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND THE ISSUANCE OF SUCH SECURITIES OR THE PURCHASE OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PROR TO SUCH QUALIFICATION OR IN THE ABSENCE OF AN EXEMPTION FROM SUCH QUALIFICATION IS UNLAWFUL. |
| 6 |
EXECUTION PAGE
IN WITNESS WHEREOF, THE AGREEMENT IS ACKNOWLEDGED, CONFIRMED AND ACCEPTED BY PARTIES FOR AND ON BEHALF OF THE FOLLOWING PARTIES AND BECOMES EFFECTIVELY IMMEDIATELY:
Seller:
Haochen Li, Party B1
| Signature: | /s/ Haochen Li | |
| Haochen Li |
Stephen Mark RIVERS, Party B2
Shareholder and Seller
| Signature: | /s/ Stephen Mark RIVERS | |
| Stephen Mark RIVERS |
Purchaser:
Visionary Education Services and Management Inc. Party A
| Signature: | /s/ Fan Zhou | |
| Fan Zhou |
The Purchaser’s Representative
Title of Purchaser’s Representative: Executive Director
| 7 |
|
EDT (Electronic document transmissions) EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions of this Contract. As applicable, this Agreement shall be: 1. Incorporate U.S. Public Law 106-229, “Electronic Signatures in Global and National Commerce Act” or such other applicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2001) and 2. Electronic Commerce Agreement (ECE/ TRADE/257, Geneva, May 2000) adopted by the United Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT). 3. EDT documents shall be subject to European Community Directive No. 95/46/EEC, as applicable. Either Party may request hard copy of any document that has been previously transmitted by electronic means provided however, that any such request shall in no manner delay the parties from performing their respective obligations and duties under EDT instruments. |
ELECTRONIC SIGNATURE IS VALID AND LEGALLY BINDING AS AN ORIGINAL IF TRANSMITTED IN SECURE AND CERTIFIED *. PDF FORMAT
***** END OF DOCUMENT *****
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Exhibit 99.1
Visionary Education Technology Holdings Group Inc. to Acquire 100% Equity Interest in
Griggs International Academy China Co. Ltd.
Markham, Canada, July 21, 2022 (GLOBE NEWSWIRE) -- Visionary Education Technology Holdings Group Inc. (the “Company”) (Nasdaq: VEDU), a private education provider located in Canada that offers high-quality education resources to students around the globe, today announced that the Company, through its wholly-owned subsidiary Visionary Education Services and Management Inc. has entered into a definitive Capital Increase and Share Expansion Agreement on July 14, 2022, with Griggs International Academy China Co. Ltd. (“Griggs China”) and its shareholders and a separate definitive Sale and Purchase Agreement on July 19, 2022 with shareholders of Griggs China, under which the Company will acquire a 100% equity interest in Griggs China. Griggs China is a private consulting and investment holding company in Hong Kong offering United States K-12 diploma programs and services of Griggs International Academy USA at four locations in China. This transaction aligns with the Company’s growth strategies of collaborating with other educational businesses and expanding course and degree offerings.
Pursuant to the Capital Increase and Share Expansion Agreement, Griggs China agrees to increase its capital by US$900,000 and to issue 9,000 shares to the Company, which will constitute a 90% of equity interest in Griggs China. Under the Sale and Purchase Agreement, the Company has agreed to acquire the remaining 10% equity interest in Griggs China from its shareholders for US$50,000. The transactions have been approved by the Company’s Board of Directors at special meetings held on July 6, 2022, and July 18, 2022. The closing of the Company’s purchase of 9,000 shares from Griggs China is subject to completion of the Company’s due diligence to the Company’s satisfaction, among other conditions, and is scheduled to occur on or before July 31, 2022. The closing of the purchase of shares from Griggs China’s shareholders is subject only to registration of the transfer of the shares in Hong Kong and payment of the purchase price and is currently expected to occur on or before August 31, 2022.
Mr. David Xu, Chief Executive Officer and Chief Operating Officer of the Company, commented, “We believe that the education market in the Asia Pacific region possesses enormous growth potential, especially for the China market. Through the investment in Griggs, we expect to extend our global footprint and expand our business to reach potential markets in the Asia Pacific, such as India and Indonesia. Leveraging our experience and expertise in education in the Canadian market and Griggs’s network and resources in China, we aim to benefit a total of 350 students of the four schools licensed by Griggs China. We are confident about the investment and collaboration with Griggs and hope that our strategic investment in Griggs will enable us to continue to seize the opportunities in the education industry and generate more values for our shareholders.”
About Griggs International Academy China Co. Ltd.
Griggs International Academy China Co. Ltd. is a private consulting and investment holding company offering Griggs International Academy USA K-12 diploma programs and services in China and all its subsidiaries, including Griggs (Guangzhou) International Education Consulting Com. Ltd. and its tangible and intangible assets.
About Visionary Education Technology Holdings Group Inc.
Visionary Education Technology Holdings Group Inc., headquartered in Markham, Canada, is a private education provider located in Canada that offers high-quality education resources to students around the globe. The Company aims to provide access to secondary, college, undergraduate and graduate and vocational education to students in Canada through technological innovation so that more people can learn, grow and succeed to their full potential. As a fully integrated provider of educational programs and services in Canada, the Company has been serving and will continue to serve both Canadian and international students. For more information, visit the Company’s website at https://ir.visiongroupca.com.
| 1 |
Forward-Looking Statements
All statements other than statements of historical fact in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “believes,” “expects,” “anticipates,” “estimates,” “intends,” “would,” “continue,” “should,” “may,” or similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company's registration statement and in its other filings with the SEC.
For more information, please contact:
Visionary Education Technology Holdings Group Inc.
Investor Relations Department
Email: ir@farvision.ca
Ascent Investors
Relations LLC
Tina Xiao
President
Phone: +1 917-609-0333
Email: tina.xiao@ascent-ir.com
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