6-K
Meiwu Technology Co Ltd (WNW)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
Form6-K
REPORTOF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDERTHE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2022
Commission File Number: 001-39803
MeiwuTechnology Co. Ltd.
(Translation of registrant’s name into English)
B401, 4th Floor Building 12, Hangcheng Street,
Hourui No. 2 Industrial District,
Shenzhen, People’s Republic of China
Telephone: +86-755-85255139
(Address of principal executive office)
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.
As previously disclosed, on November 23, 2021, Meiwu Technology Co., Ltd. (the “Company”) entered into that certain Share Purchase Agreement (“SPA”) with Boxinrui International Holdings Limited, a British Virgin Islands business company (the “Anxin BVI”), and all the shareholders of Anxin BVI, who collectively hold 100% issued and outstanding shares of Anxin BVI (the “Sellers”). Anxin BVI indirectly owns 100% of Beijing Anxin Jieda Logistics Co., Ltd., a company organized under the laws of the PRC (“Anxin”), via Anxin BVI’s wholly-owned subsidiary in Hong Kong, Hong Kong Anxin Jieda Co., Limited. Anxin is a company engaging in the business of transportation and logistics based in Beijing, China.
Pursuant to the SPA, at the closing, the Company shall deliver to the Sellers a total of 7,968,755 ordinary shares, no par value (“OrdinaryShares”), of the Company, provided, however, if the audit of the Anxin’s financial statements for the years ended December 31, 2020 and 2019 is not completed by the sixty-fifth (65th) day following the date of the SPA, the 50% of the Share Consideration paid to each Seller shall be forfeited and returned to the Company for cancellation.
As of March 11, 2022, Anxin BVI failed to deliver the audited financial statements of Anxin for the year ended December 31, 2020 and 2019. Therefore, the parties entered into a termination agreement, (the “Termination Agreement”) pursuant to which, the parties agreed to terminate the transaction as contemplated by the SPA and the Sellers agreed to return 7,968,755 Ordinary Shares to the Company immediately and such Ordinary Shares will be forfeited and reserved as the treasury shares of the Company.
The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Termination Agreement, which is filed hereto as Exhibit 10.1
FinancialStatements and Exhibits.
(d) Exhibits.
| Exhibit<br> No. | Description |
|---|---|
| 10.1 | Termination Agreement, dated March 11, 2022 |
SIGNATURE
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.
| Meiwu Technology Co. Ltd. | |
|---|---|
| By: | /s/ Xinliang Zhang |
| Xinliang<br> Zhang | |
| Chief<br> Executive Officer |
Date: March 16, 2022
Exhibit10.1
TERMINATIONAGREEMENT
This Termination Agreement is dated March 11, 2022 (the “Termination Agreement”), by and between Meiwu Technology Company Limited, a British Virgin Island exempt company (the “Company”), Boxinrui International Holdings Limited, a British Virgin Islands business company (“Boxinrui”), and individuals affixing its signature on the signature page of this Termination Agreement (each, a “Shareholder”; collectively, the “Shareholders”).
WHEREAS, the Company, the Shareholders, and Boxinrui are parties to a certain share purchase agreement dated as of November 23, 2021 (the “SPA”), pursuant to which the Company agreed to acquire from the Shareholders, and the Shareholders agreed to sell to the Company 51% of the issued and outstanding capital stock (the “Target Shares”) of Boxinrui;
WHEREAS, in exchange for the Target Shares, the Company issued to the Shareholders, and the Shareholders acquired from the Company, 7,968,755 ordinary shares of the Company, no par value (the “Share Consideration”);
WHEREAS, as of the date of this Termination Agreement, Boxinrui failed to meet one of the closing conditions as set forth in the SPA, which requires the audit of the financial statements of the indirect subsidiary of Boxinrui, Beijing Anxin Jieda Logistics Co., Ltd., a company organized under the laws of the PRC (“Anxin”), for the years ended December 31, 2020 and 2019 shall be completed by the sixty-fifth (65th) day following the date of the SPA;
WHEREAS, the parties wish to terminate the existing SPA;
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and other promises contained in this Termination Agreement, and for other good and valuable consideration, the receipt and sufficiency which are hereby acknowledged, the Company, Boxinrui, and the Shareholders as follows:
Section
- Termination.
The Company, Boxinrui, and the Shareholders hereby agree that the SPA will terminate effective as of the date of this Termination Agreement and shall be of no further force or effect.
Section 2. No Termination Fee; Return of Share Consideration.
The Company, Boxinrui, and the Shareholders hereby agree that there is no termination fee, penalties or any financial obligation on either party in connection with the termination. The Shareholders agreed to return all the Share Consideration to the Company immediately and such Share Consideration shall be forfeited and reserved as the treasury shares of the Company.
Section 3. Mutual Release.
Each party, on behalf of itself and its respective affiliates, agents, parents, subsidiaries, successors and assigns, hereby releases the other party and its affiliates, agents, parents, subsidiaries, successors and assigns from any and all claims, obligations and liabilities arising from or relating to the SPA, which agreement and any continuing obligations thereunder are hereby terminated and of no further force and effect.
Section 4. Governing Law.
This Termination Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York.
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[SignaturePage]
IN WITNESS WHEREOF, the parties have duly executed this Termination Agreement as of the date first written above.
THECOMPANY
MeiwuTechnology Company Limited
| By: | /s/ Xinliang Zhang |
|---|---|
| Name: | Xinliang Zhang |
| Title: | Chief Executive Officer |
BOXINRUI
BoxinruiInternational Holdings Limited
| By: | /s/ Wei Liu |
|---|---|
| Name: | Wei<br> Liu |
| Title: | Chief<br> Executive Officer |
SHAREHOLDERS’REPRESENTATIVE:
Xiao Liang
| By: | /s/ Xiao Liang |
|---|---|
| Name: | Xiao<br> Liang |
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