KPEA 8-K
Kun Peng International Ltd. (KPEA)
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 20, 2021
CX NETWORK GROUP, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 333-169805 | 32-0538640 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Unit 2702, Building T1, The Han's Plaza
No. 2 Ronghua South Road
Beijing Economic and Technological Zone, Beijing, PRC
(Address of Principal Executive Offices)
Registrant’s telephone number: +86-10-87227012
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
TABLE OF CONTENTS
| Item No. | Description of Item | Page No. | ||
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. | 1 | ||
| Item 5.07 | Submission of Matters to a Vote of Security Holders | 1 | ||
| Item 9.01 | Financial Statements and Exhibits | 2 |
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective as of July 20, 2021, a Certificate of Amendment was approved by unanimous written consent of the board of directors of the Company and by written consent of 55.5% of the stockholders of the Company CX Network Group, Inc. to:
| 1. | change the name of the Company from CX Network Group, Inc. to Kun Peng International Ltd.; and |
| 2. | increase the authorized number of shares of the Company’s $0.0001 par value common stock from 40,000,000 shares to 200,000,000 shares; and |
| 3. | provide that the existing 10,000,000 shares of $0.0001 par value Preferred Stock may be issued in series and with such voting powers, designations, preferences, limitations, restrictions, and relative rights as the Board of Directors shall determine in its sole discretion shall remain authorized; and |
| 4. | provide that upon filing of the Articles of Amendment to the Articles of Incorporation, the Corporation shall have 210,000,000 authorized shares of Capital Stock with 200,000,000 designated as $0.0001 par value Common Stock, and 10,000,000 designated as $0.0001 par value Preferred Stock. |
A copy of the Certificate of Amendment is attached as an exhibit to the Joint Written Consent of the Board of Directors and Majority Consenting Stockholders of CX Network Group, Inc. attached as Exhibit 99.1 to this Form 8-K.
A copy of the Joint Written Consent of the Board of Directors and Majority Consenting Stockholders of CX Network Group, Inc. to approve changing CX Network Group, Inc.’s name to Kun Peng International Ltd., increase its authorized shares of $0.0001 Par Value Common Stock to 200,000,000, provide that the existing 10,000,000 shares of $0.0001 par value Preferred Stock may be issued in series and with such voting powers, designations, preferences, limitations, restrictions, and relative rights as the Board of Directors shall determine in its sole discretion shall remain authorized; and provide that upon the filing of the Articles of Amendment to the Articles of Incorporation, the Corporation shall have 210,000,000 authorized shares of Capital Stock with 200,000,000 designated as $0.0001 par value Common Stock, and 10,000,000 designated as $0.0001 par value Preferred Stock is attached hereto as Exhibit 99.1.
The amendments to the Company’s Articles of Incorporation will be effective as of the date of acceptance by the Secretary of State of the State of Nevada.
The Company’s trading symbol for its common stock, which trades on the OTC Pink Market will change as a result of the name change. Also, as a result of the name change the Company will obtain a new CUSIP number. We will submit the requisite documents and other information to the Financial Information Regulatory Association, Inc. (“FINRA”) to process the name change. At such time as we are assigned a new trading symbol, we will make a subsequent announcement.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 20, 2021, a majority of the Corporation’s shareholders entitled to vote through a written consent, approved: 1. the Company’s name change, 2. the increase in the authorized number of shares of Common Stock, 3. that the existing 10,000,000 shares of $0.0001 par value Preferred Stock may be issued in series and with such voting powers, designations, preferences, limitations, restrictions, and relative rights as the Board of Directors shall determine in its sole discretion shall remain authorized; and 4. the filing of the Articles of Amendment to the Articles of Incorporation, so that the Corporation shall have 210,000,000 authorized shares of Capital Stock with 200,000,000 designated as $0.0001 par value Common Stock, and 10,000,000 designated as $0.0001 par value Preferred Stock, as more completely described above under Item 5.03.
1
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Item 9.01 Financial Statements and Exhibits.
| (d) | The following exhibits are filed with this report: |
| * | To be filed by Amendment |
| ** | Filed herewith |
2
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.
| Date: July 22, 2021 | ||
| /s/ Xiangyi Mao | ||
| Name: | Xiangyi Mao | |
| Title: | Chief Executive Officer |
3
Exhibit 3.1
STATE OF NEVADA
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
CX NETWORK GROUP, INC.
CX NETWORK GROUP, INC. (the “Corporation”) a corporation organized and existing under and by virtue of the Laws of the State of Nevada, DOES HEREBY CERTIFY:
FIRST: Pursuant to Unanimous Written Consent of the Board of Directors of the Corporation effective as of July 20, 2021, the following amendments to the Articles of Incorporation of the Corporation were approved:
Article “One” of the Certificate of Incorporation is amended to read in its entirety as follows:
“Name of the entity as on file with the Nevada Secretary of State: Kun Peng International Ltd.
Article ‘Three” of the Certificate of Incorporation, as amended, is amended to read in its entirety as follows:
“Section 3 of the Articles of Incorporation as amended is amended to reflect an increase of authorized common stock from 40,000,000 shares to 200,000,000 shares with par value of $0.0001 per share; that the existing 10,000,000 shares of $0.0001 par value Preferred Stock may be issued in series and with such voting powers, designations, preferences, limitations, restrictions, and relative rights as the Board of Directors shall determine in its sole discretion; and the Corporation shall have 210,000,000 authorized shares of Capital Stock with 200,000,000 designated as $0.0001 par value Common Stock, and 10,000,000 designated as $0.0001 par value Preferred Stock.”
SECOND: That the foregoing amendment has been consented to and authorized by the holders of a majority of the issued and outstanding stock of the Corporation entitled to vote by written consent in lieu of meeting in accordance with NRS 78.320 on July 20, 2021. The total number of shares of the Corporation’s Common Stock issued outstanding and entitled to vote upon the amendment was 40,000,000 with 22,202,954 shares consenting to the Amendment or approximately 55.5% of the shares issued, outstanding, and entitled to vote.
THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of NRS 78.390.
[The remainder of this page left blank intentionally]
IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed effective this 20th day of July 2021.
| By its Board of Directors: | ||
| /s/ Richun Zhuang | ||
| Name: | Richun Zhuang, Director | |
| /s/ Chengyuan Li | ||
| Name: | Chengyuan Li, Director | |
| By its Chief Executive Officer and President | ||
| /s/ Xiangyi Mao | ||
| Name: | Xiangyi Mao | |
Exhibit 99.1
JOINT WRITTEN CONSENT
OF THE
BOARD OF DIRECTORS
AND
MAJORITY CONSENTING STOCKHOLDERS
OF
CX NETWORK GROUP, INC.
The undersigned, being all of the members of the Board of Directors of CX Network Group, Inc., a Nevada corporation (the “Corporation”), acting by written consent pursuant to NRS 78.315, and the holders of a majority of the outstanding voting shares of the Corporation’s common stock, par value $0.0001 (the “Common Stock”) acting by written consent pursuant to NRS 78.320 (the “Majority Consenting Stockholders”) do hereby adopt the following recitals and resolutions effective as of this 20th day of July 2021 (the “Joint Written Consent”).
AMENDMENT TO THE ARTICLES OF INCORPORATION TO CHANGE THE NAME OF THE CORPORATION AND CHANGE THE TRADING SYMBOL
WHEREAS, the Board of Directors of the Corporation has authorized and approved the filing of Articles of Amendment to the Corporation’s Articles of Incorporation with the State of Nevada to approve the name change from CX NETWORK GROUP, INC. to KUN PENG INTERNATIONAL LTD. (the “Name Change”) substantially in the form attached hereto as Exhibit A;
WHEREAS, the Board of Directors of the Corporation believes that it is appropriate and in the best interest of the Corporation’s stockholders to change the Corporation’s trading symbol to KPEA or such other symbol as the officers of the Corporation determine; and
WHEREAS, the Corporation has received the written consent of the Majority Consenting Stockholders, which is attached to this Joint Consent of the Corporation’s Board of Directors and Majority Consenting Stockholders approving the Name Change.
NOW, THEREFORE, BE IT RESOLVED as follows:
RESOLVED, that the Amendment to the Corporation’s Articles of Incorporation changing the name of the Corporation from CX NETWORK GROUP, INC. to KUN PENG INTERNATIONAL LTD. is hereby ratified, confirmed, and approved substantially in the form attached hereto as Exhibit A; and
FURTHER RESOLVED, that the proper officers of the Corporation are hereby authorized, empowered and directed to take such action as is necessary to change the Corporation’s trading symbol to KPEA or such other symbol as the officers in their sole discretion shall select; and
FURTHER RESOLVED, that the Corporation file: (i) an application or notice of corporate action with the Financial Industry Regulatory Authority (“FINRA”) with respect to the Amendment and the symbol change; and (ii) Articles of Amendment to its Articles of Incorporation with the State of Nevada to change the Corporation’s name from CX NETWORK GROUP, INC. to KUN PENG INTERNATIONAL LTD.
AMENDMENT TO THE CORPORATION’S ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
WHEREAS, the Board of Directors of the Corporation deems it advisable and in the best interest of the Corporation and its shareholders to file an amendment to the Articles of Incorporation with the Nevada Secretary of State to increase the number of the Corporation’s authorized shares of Common Stock and to provide that the existing 10,000,000 shares of $0.0001 par value Preferred Stock may be issued in series and with such voting powers, designations, preferences, limitations, restrictions, and relative rights as the Board of Directors shall determine in its sole discretion;
WHEREAS, the Board of Directors of the Corporation has authorized and approved the filing of Articles of Amendment to the Corporation’s Articles of Incorporation with the State of Nevada to approve the increase in the number of authorized shares of its $0.0001 par value Common Stock from 40,000,000 to 200,000,000 (the “Increase in Authorized Shares”) substantially in the form attached hereto as Exhibit A;
WHEREAS, Board of Directors of the Corporation desires to provide that the existing 10,000,000 shares of $0.0001 par value Preferred Stock may be issued in series and with such voting powers, designations, preferences, limitations, restrictions, and relative rights as the Board of Directors shall determine in its sole discretion; and
WHEREAS, upon filing of the Articles of Amendment to the Articles of Incorporation, the Corporation shall have 210,000,000 authorized shares of Capital Stock with 200,000,000 designated as $0.0001 par value Common Stock, and 10,000,000 designated as $0.0001 par value Preferred Stock;
WHEREAS, the Corporation has received the written consent of the Majority Consenting Stockholders, which is attached to this Joint Consent of the Corporation’s Board of Directors and Majority Consenting Stockholders approving the Increase in Authorized Shares.
NOW, THEREFORE, BE IT RESOLVED as follows:
RESOLVED, that the Amendment to the Corporation’s Articles of Incorporation to approve the increase in the number of authorized shares of the Corporation’s $0.0001 par value Common Stock from 40,000,000 to 200,000,000 is hereby ratified, confirmed, and approved substantially in the form attached hereto as Exhibit A; and
FURTHER RESOLVED, that the existing 10,000,000 shares of $0.0001 par value Preferred Stock may be issued in series and with such voting powers, designations, preferences, limitations, restrictions, and relative rights as the Board of Directors shall determine in its sole discretion shall remain authorized; and
FURTHER RESOLVED, upon filing of the Articles of Amendment to the Articles of Incorporation, the Corporation shall have 210,000,000 authorized shares of Capital Stock with 200,000,000 designated as $0.0001 par value Common Stock, and 10,000,000 designated as $0.0001 par value Preferred Stock; and
FURTHER RESOLVED, that the Corporation file: (i) an application or notice of corporate action with the FINRA with respect to the Amendment and the increase in the authorized shares of Common Stock; and (ii) Articles of Amendment to its Articles of Incorporation with the State of Nevada to increase the number of authorized shares of the Corporation’s $0.0001 par value Common Stock from 40,000,000 to 200,000,000.
OMNIBUS RESOLUTIONS
NOW, THEREFORE, BE IT RESOLVED as follows:
RESOLVED, that the Officers be, and each hereby individually is, authorized to execute all documents and to take such action as such Officer or Officers may deem necessary or advisable in order to effect the resolutions set forth in this Joint Written Consent, including (i) submitting and filing all notifications, filings and actions with federal and state corporate and securities regulators, the Financial Industry Regulatory Authority, and all other organizations and agencies which have oversight and regulatory authority over the Company; and (ii) any and all additional actions that the Officers deem necessary to effect the approved resolutions; and
FURTHER RESOLVED, that any action or actions heretofore taken by any officer of the Corporation for and on behalf of the Corporation in connection with the foregoing resolutions are hereby ratified and approved as duly authorized actions of the Corporation; and
2
FURTHER RESOLVED, that this Joint Written Consent of the Board of Directors and Majority Consenting Stockholders shall be added to the corporate records of this Corporation and made a part thereof, and the resolutions set forth above shall have the same force and effect as if adopted at a meeting duly noticed and held by the Board of Directors and the Majority Consenting Stockholders of this Corporation; and
FURTHER RESOLVED, that this Joint Written Consent may be executed in counterparts and with facsimile or other electronic signatures with the effect as if all parties hereto had executed the same document, all counterparts of which shall be construed together and shall constitute a single Joint Written Consent; and
As of the record date for these actions, the Corporation has 40,000,000 shares of Common Stock issued, outstanding, and entitled to vote. The number of shares of the Corporation’s voting capital stock owned of record and beneficially by the Majority Consenting Stockholders and consenting to the adoption of these resolutions, totals 22,202,954 shares. This represents 55.5% of the total voting capital stock consenting to the adoption of the Amendment and these resolutions.
| CX NETWORK GROUP, INC. | ||
| By its Board of Directors: | ||
| /s/ Richun Zhuang | ||
| Name: | Richun Zhuang, Director |
|
| /s/ Chengyuan Li | ||
| Name: | Chengyuan Li, Director |
|
| Name of Majority Consenting Stockholders | Number of Voting Shares | |||
| /s/ Pui Chun Wong | 22,202,954 | |||
| Total | 22,202,954 | |||
| Percent | 55.5 | % | ||
Dated: Effective as of July 20, 2021
3