PLAG 8-K
Planet Green Holdings Corp. (PLAG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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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).
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Item 1.01 Entry Into A Material Definitive Agreement.
On June 27, 2023, Planet Green Holdings Corp. (the “Company”) entered into a Securities Purchase Agreement with Bochuang (Hubei) New Energy Co., Ltd., a limited liability company registered in the People’s Republic of China (the “Purchaser”), pursuant to which, among other things and subject to the terms and conditions contained therein, the Purchaser agreed to effect securities purchase from the Company of 40% of the outstanding equity interests of Xianning Xiangtian Energy Holding Group Co., Ltd. (“Xianning Xiangtian”), and the Purchaser shall pay to the Company an aggregate of RMB 20,000,000 in exchange for 40% of the issued and outstanding shares of Xianning Xiangtian. Before the closing of this securities purchase transaction, the Company owns 40% equity interest of the Xianning Xiangtian. On June 27, 2023, the Company closed the securities purchase transaction.
In connection with the closing of the securities purchase transaction, the Company entered into a termination agreement with the Xianning Xiangtian and its shareholders to terminate the rights and obligations under the VIE arrangement.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in Item 1.01 above relating to the closing of the securities purchase transaction is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 10.1 | Securities Purchase Agreement, dated as of June 27, 2023, by and among Planet Green Holdings Corp. and Bochuang (Hubei) New Energy Co., Ltd.. | |
| 10.2 | Termination Agreement dated June 27, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Dated: June 27, 2023 | PLANET GREEN HOLDINGS CORP. | |
| By: | /s/ Bin Zhou | |
| Name: | Bin Zhou | |
| Title: | Chief Executive Officer and Chairman | |
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Exhibit 10.1
SECURITIES PURCHASE AGREEMENT
This Securities Purchase Agreement (this “Agreement”) is dated as of June 27, 2023, between Planet Green Holdings Corp., a corporation incorporated in the State of Nevada with its principal place of business in the State of New York (the “Seller”), and Bochuang (Hubei) New Energy Co., Ltd., a limited liability company registered in the People’s Republic of China (the “Purchaser”).
WHEREAS, Seller is a shareholder owning 40% of the issued and outstanding shares and any other equity interests of Xianning Xiangtian Energy Holding Group Co., Ltd. (the “Company”), a company registered as a limited liability company in Xianning City, Hubei Province, China;
WHEREAS, the Seller agrees to sell and the Purchaser agrees to purchase from the Seller 40% of the issued and outstanding shares and any other equity interests in or of the Company;
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Seller and the Purchaser agree as follows:
1. Purchase of Share. At the Closing and subject to and upon the terms and conditions of this Agreement, the Seller shall sell, transfer, convey, assign and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from the Seller, shares and other equity interests of the Company representing 40% of the total equity voting capital stock, free and clear of all Liens (other than potential restrictions on resale under applicable securities Laws) for an aggregated purchase price of RMB 20,000,000.
2.1 Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, the Seller agrees to sell, and the Purchaser agrees to purchase 40% of the issued and outstanding shares and any other equity interests in or of the Company (the “Closing Shares”). The Purchaser shall deliver to the Seller, via wire transfer, immediately available funds of RMB 20,000,000 (the “The Closing Purchase Amount”) and the Seller shall deliver to the Purchaser 40% of the issued and outstanding shares and any other equity interests in or of the Company (the “Closing Shares”) within three Trading Days of the Closing Date, and the Seller and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, but no later than three Trading Days subsequent to the Closing date, the Closing shall occur at the location as the parties shall mutually agree or remotely by exchange of closing documents.
2.2 Deliveries.
(a) On or prior to each Closing, the Seller shall deliver or cause to be delivered to the Purchaser as to the Closing, a copy of the irrevocable instructions to the transfer agent instructing the transfer agent to deliver a certificate evidencing the Closing Shares, registered in the name of the Purchaser;
(b) On or prior to each Closing, the Purchaser shall deliver or cause to be delivered to the Seller, as to the Closing, the Closing Purchase Amount, by wire transfer of immediately available funds to the account specified in writing by the Seller;
3. Cost of the Share Transfer. It is agreed that the cost of registering the transfer of the Closing Shares (if any) will be borne by the Purchaser.
4. Effect of lack of formality. It is agreed that should the envisaged transfer of the Closing Shares fail to be effective due to a lack of formality (including but not limited to a failure to register the transfer correctly in the registers of the company or due to a refusal by the directors of the company whose shares are being transferred) then the effect shall be the transfer of all beneficial interest in the Closing Shares to the Purchaser by the creation of a trust in favor of the Purchaser as beneficiary in which the Closing Shares comprise the subject, and the Seller is the trustee.
5. Warranties and indemnities. It is agreed that:
5.1 The Seller warrants that it is the true owner of the Closing Shares and is absolutely entitled to all of their benefit.
5.2 The Seller warrants that it is not acting as a nominee or trustee and that no other rights exist in connection with the Closing Shares.
5.3 The Seller warrants that no charge or other obligation exists over the Closing Shares whether or not registered and they are completely unencumbered (excepting any obligation to payment of capital in the case of part paid shares).
5.4 Each Party hereby declares that they have all necessary powers and approvals to enter into this Securities Purchase Agreement.
5.5 Each Party hereby declares that they are not aware of any matter within their control which might have any negative or adverse effect upon the performance of their obligations under this Securities Purchase Agreement.
5.6 The rights, benefits, liabilities and responsibilities contained within the terms of this Securities Purchase Agreement can be assigned by any Party with the prior written agreement of the other Party.
5.7 Any delay or failure to enforce the terms of this Securities Purchase Agreement and any delay to act on a breach of its term by any party does not constitute a waiver of those rights.
5.8 Each Party hereby warrants that they will not do any action which might harm, hinder or negatively affect the duties of the other Party set out within this Securities Purchase Agreement.
5.9 The Parties hereby irrevocably warrant that they accept the exclusive jurisdiction laws and courts of that jurisdiction set out in Article 8 below.
5.10 Except if it is clear from the wording of a clause and with regard to the whole of the Securities Purchase Agreement that a specific clause is intended to mean otherwise than: any words which are in the singular only will be deemed to include the plural (and vice versa) and any words denoted in a specific gender will be deemed to include all genders and any terms which denote any form of person or people shall be deemed to include both legal persons (such as companies) as well as natural person (and vice versa).
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5.11 The heading titles contained within in this Securities Purchase Agreement are included as a drafting reference only and for ease of reference, they do not comprise part of the Securities Purchase Agreement.
5.12 This Securities Purchase Agreement may be executed in more than one language by agreement between the Parties and if there arises some conflict between the various translation of this Securities Purchase Agreement then the English version shall prevail.
5.13 In the event that any clause (or any part of any clause) shall be deemed to be illegal or invalid by a competent court or other legal authority then this shall have the effect of invalidity and striking out only that clause (or any part of any clause) only and shall not invalidate this Securities Purchase Agreement in its entirety.
5.14 This Securities Purchase Agreement is binding on both Parties by virtue of the conduct of both parties and in spite of any defect or error in the formality of its execution.
5.15 The Seller hereby irrevocably indemnifies and agrees to keep indemnified and hold harmless the Buyer against any and all losses howsoever caused arising from a breach of the warranties or other terms of this Securities Purchase Agreement.
6. Variation. This Securities Purchase Agreement may be varied and any variation must be made in writing by both Parties.
7. Notices. Notice served pursuant to any term of this Securities Purchase Agreement must be served in writing and will be served only if it handed from one Party to another in person or if delivered to the address for service of the Party in question. Notices may only be served and delivered in English.
8. Governing law, disputes and arbitration. It is agreed that:
8.1 This Securities Purchase Agreement is made under the exclusive jurisdiction of the laws of the State of New York.
8.2 Both Parties agree that in the event of a dispute they will enter into arbitration before the International Chamber of Commerce before a single arbitrator whose decision shall be final.
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IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
| Planet Green Holdings Corp. | ||
| By: | /s/ Bin Zhou | |
| Name: | Bin Zhou | |
| Title: | Chief Executive Officer | |
| Bochuang (Hubei) New Energy Co., Ltd. | ||
| By: | /s/ Jun Zeng | |
| Name: | Jun Zeng | |
| Title: | Chief Executive Officer | |
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Exhibit 10.2
TERMINATION AGREEMENT
AMONG
Jian Zhou
Hubei Bulaisi Technology Co., Ltd.
AND
Xianning Xiangtian Energy Holdings Group Co., Ltd.
Termination Agreement
This Termination Agreement (this “Agreement”), dated as of June 27, 2023, is made in Xianning City, the People’s Republic of China (“China”), by and among:
(1) Party A: Jian Zhou
(2) Hubei Bulaisi Technology Co., Ltd. (“Party B”)
Address: Room 1101-1102-069, Building B, Science and Technology Complex, No. 145
Hong Kong Road, Jiang’an District, Wuhan City, Hubei Province
Legal representative: Xiaodong Cai
And
(3) Xianning Xiangtian Energy Holdings Group Co., Ltd. (“Party C”)
Address: Fuqiao Village R & D Center, Henggouqiao Town, Xian’an District, Xianning City, Hubei Province
Legal representative: Xin Chen
In this Agreement, Party A, Party B and Party C is referred to as individually, a “Party”, and collectively, the “Parties”.
WHEREAS:
1. Party A, Party B and Party C have entered into an Amended Business Cooperation Agreement, an Amended Consultation and Service Agreement, an Amended Equity Option Agreement, an Amended Equity Pledge Agreement, and an Amended Voting Rights Proxy and Financial Supporting Agreement dated August 9, 2022;
2. Each of the Parties intends to terminate all of the rights and obligations under the Amended Business Cooperation Agreement, the Amended Consultation and Service Agreement, the Amended Equity Option Agreement, the Amended Equity Pledge Agreement, and the Amended Voting Rights Proxy and Financial Supporting Agreement (collectively, the “Control Agreements”); and
3. The terms used but not defined in this Agreement shall have the meaning ascribed to it in the Control Agreements.
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NOW, THEREFORE, the Parties agree as follows:
| 1. | Termination of rights and obligations under the Control Agreement |
| 1.1. | The Parties agree that the effect and force of the Control Agreements shall be terminated as of the date hereof, and the rights and obligations of each of the Parties therein shall be simultaneously terminated, including without limitation all rights or obligations of each of Party B and Party C under the Amended Business Cooperation Agreement, the Amended Consultation and Service Agreement, the equity pledge between Party A and Party B under the Amended Equity Pledge Agreement, the call option of Party B under the Amended Equity Option Agreement and all rights or obligations of each of Party A, Party B and Party C under the Amended Voting Rights Proxy and Financial Supporting Agreement. |
| 1.2. | Notwithstanding the foregoing, the terms regarding confidentiality, governing law and dispute resolution (if any) in the Control Agreements shall survive the termination. |
| 1.3. | If any Party is held liable for any damages due to its breach of any term of the Control Agreements prior to the date hereof, the other Parties agree to waive such liability and not to hold the breach Party liable therefor. |
| 2. | Representations and Warranties |
Each of the Parties represents and warrants to the other Parties that as of the date hereof:
| 2.1. | This Agreement, upon execution, constitutes its legal, valid and binding obligation, and enforceable against it pursuant to the terms hereof; and |
| 2.2. | Its execution, delivery and performance of this Agreement will not conflict with, restrict or breach any law, regulation or agreement to which it is subject or a party. |
| 3. | Breach Liability |
| 3.1. | If this Agreement is wholly or partially unenforceable due to breach by any Party of any term under this Agreement, the breaching Party shall be held liable for any loss incurred by the non-breaching Parties (including any lawsuit and legal fees arising therefrom). |
| 4. | Notice |
| 4.1. | Any notice, request, demand and other communication required or otherwise made under this Agreement shall be delivered to the applicable Party in writing. |
| 4.2. | The notice or any other communication shall be deemed duly received upon transmission if it is delivered by facsimile or telex, and upon delivery by person and five (5) days after it is deposited with the mailing services provider if it is delivered by mail. |
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| 5. | Confidentiality |
| 5.1. | Each of the Parties acknowledges and confirms that the contents of this Agreement and any oral or written information communicated among the Parties regarding this Agreement shall be confidential. Each of the Parties shall keep such information in confidence and may not disclose it to any third party without prior written consent from the other Parties, except for any information that is (a) known or to be known by the general public without unauthorized disclosure by the receiving Party; (b) required to be disclosed under applicable laws or regulations; or (c) disclosed by any Party to its legal or financial advisor in connection with the transaction contemplated hereunder, provided that such legal or financial advisor is subject to confidentiality obligation similar to this Section 5. Unauthorized disclosure by any Party’s employee or service provider shall be deemed disclosure by such Party for which it shall be held liable. This Section 5 shall survive termination of this Agreement for any cause. |
| 6. | Governing Law and Dispute Resolution |
| 6.1. | The execution, validity, interpretation, performance, amendment and termination of this Agreement and the resolution of any dispute arising therefrom shall be governed by the PRC laws. |
| 6.2. | Any dispute arising from or in connection with this Agreement shall be resolved through negotiations by the Parties and, if the negotiations fail to resolve it within 30 days, by submission by any of the Parties to arbitration by China International Economic and Trade Arbitration Commission in accordance its arbitration rules then in effect in Beijing. The arbitrary award shall be final and binding upon each of the Parties. |
| 6.3. | If any dispute arising from interpretation or performance of this Agreement occurs or is under arbitration, other than the matter involved in such dispute, the Parties shall continue to perform their respective rights and obligations under this Agreement. |
| 7. | Miscellaneous |
| 7.1. | This Agreement shall be effective as of its execution or affixture of seal by the Parties. |
| 7.2. | This Agreement may be amended and supplemented with agreement by the Parties in writing. Any such amendment or supplement is an integral part of this Agreement and shall have the same effect with this Agreement. |
| 7.3. | Invalidity of any term under this Agreement shall not affect the remainder of this Agreement. |
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Signature Page of Termination Agreement
IN WITNESS WHEREOF, each of the Parties has, or caused his/her authorized representative to have, signed this Termination Agreement on the date first written above.
| Party A: Jian Zhou | ||
| /s/ Jian Zhou | ||
| Party B: Hubei Bulaisi Technology Co., Ltd. | ||
| By: | /s/ Xiaodong Cai | |
| Name: | Xiaodong Cai | |
| Title: | Legal Representative | |
| Party C: Xianning Xiangtian Energy Holdings Group Co., Ltd. | ||
| By: | /s/ Xin Chen | |
| Name: | Xin Chen | |
| Title: | Legal Representative | |
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