Intelligent Hotel Group Ltd 8-K, filed Jun 24, 2025
Intelligent Hotel Group Ltd. (ZHJD)
About this 8-K
Intelligent Hotel Group Ltd filed this 8-K on June 24, 2025, reporting on events of April 17, 2025.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.01: Completed an acquisition or sale of assets
- Item 9.01: Financial statements and exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
On April 17, 2025, YCWB Agricultural Technology Co. Limited, an indirect wholly owned subsidiary of Intelligent Hotel Group Ltd (the “Selling Subsidiary”) entered into a definitive equity transfer agreement (the “Disposal Agreement”) with Chenjiang Zhang, an independent third party (the “Buyer”), pursuant to which the Selling Subsidiary agreed to sell all of its equity interest in its wholly owned subsidiary, SCQC Agricultural Co. Limited, a company organized under the laws of the People’s Republic of China (“PRC Subsidiary”). The Board of Directors of the Intelligent Hotel Group Ltd (the “Company”) reviewed and approved the Disposal Agreement and the proposed transaction on April 17, 2025.
The decision to dispose of the PRC Subsidiary was made as part of the Company’s strategic plan to streamline operations and focus on core business activities. The PRC Subsidiary was previously engaged in bio-carbon-based fertilizer trading business, which the Company has determined is no longer consistent with its long-term development strategy. Pursuant to the terms of the Disposal Agreement, the Buyer agreed to pay, and the Selling Subsidiary agreed to receive a total consideration of nil.
The foregoing summary is qualified in its entirety by reference to the English translation of the Disposal Agreement, originally executed in Chinese, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K for convenience and incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On April 28, 2025, the Company completed the disposition of its indirect wholly owned subsidiary, SCQC Agricultural Co. Limited, pursuant to the Disposal Agreement. As a result of the transaction, the Selling Subsidiary has transferred 100% of its equity interests in the PRC Subsidiary to the buyer. Following the closing, the PRC Subsidiary is no longer a subsidiary of the Company.
No material relationship exists between the Company or any of its affiliates and the Buyer other than in respect of the transaction described in this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. | Description | |
| 10.1 | Disposal Agreement | |
| 104 | Cover Page Interactive Date File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Intelligent Hotel Group Ltd | ||
| Dated: June 24, 2025 | By: | /s/ Yin Yixuan |
| Name: | YIN Yixuan | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
SCQC Agricultural Co. Limited
EQUITY TRANSFER AGREEMENT
Transferor (hereinafter referred to as “Party A”): YCWB Agricultural Technology Co. Limited
Transferee (hereinafter referred to as “Party B”): Chenjiang Zhang
Through friendly consultation and adhering to the principles of equality and voluntariness, Party A and Party B have reached the following agreement regarding the transfer of equity held by Party A in SCQC Agricultural Co. Limited, in accordance with the relevant provisions of the Company Law of the People’s Republic of China (中华人民共和国公司法), the General Principles of Civil Law of the People’s Republic of China (中华人民共和国民法通则), and the Contract Law of the People’s Republic of China (中华人民共和国合同法):
Party A hereby transfers all of its equity holdings in SCQC Agricultural Co. Limited, which has a registered capital of RMB 40 million (representing 100% of the company’s registered capital) (non-state-owned equity), to Party B at a price of zero Chinese yuan in a one-time transfer; Party B voluntarily accepts this transfer.
Party A guarantees that it has the right to transfer the equity interests in SCQC Agricultural Co. Limited, representing 100% of the company’s registered capital of RMB 40 million, and that there are no defects in rights, pledges, or guarantees associated with such equity, and that the transfer is genuine, lawful, and valid.
This agreement shall take effect from the date of signing by both parties.
This agreement is executed in five copies: one copy each for Party A and Party B, one copy to be kept by Sichuan Huayi Tongchuang Engineering Consulting Co., Ltd. (四川华颐瞳创工程咨询有限公司), one copy to be submitted to the industrial and commercial registration authority for change registration filing, and one copy to be submitted to the tax registration authority for change registration filing.
| Transferor: ________________ | Transferee: ________________ |
April 17, 2025