Current Report Filing (8-k)
May 01 2017 - 7:45AM
Edgar (US Regulatory)
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): April 27, 2017
Commission
File Number 000-55666
Gushen,
Inc.
(Exact
name of registrant issuer as specified in its charter)
Nevada
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47-3413138
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(State
or other jurisdiction of
incorporation or organization)
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(I.R.S.
Employer
Identification No.)
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The
Troika, Lot 202 Level 2, Tower B, 19 Persiaran KLCC,
The
Troika, 50450, Kuala Lumpur, Malaysia
(Address
of principal executive offices, including zip code)
Registrant’s
phone number, including area code
(852) 2658-5238
Room
1701-1703, 17/F, The Metropolis Tower,
10
Metropolis Drive, Hung Hom, Kowloon, Hong Kong
(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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
1.01 Entry Into A Material Definitive Agreement
The
information provided in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item
2.01 Completion of Acquisition or Disposition of Assets
On
April 27, 2017, the Company, through its subsidiary Gushen Holding Limited (“GHL”), and Greenpro Resources Limited
(“Greenpro”), a company incorporated in British Virgin Islands, entered into an Asset Purchase Agreement (the “Agreement”),
pursuant to which GHL sold the assets in Gushen Credit Limited (“GCL”), a wholly owned subsidiary of GHL. As
consideration thereof, Greenpro agreed to pay for the purchase price of $105,000. The purchase price was determined based upon
fair value of the Purchased Assets, as defined in the Agreement filed as Exhibit 2.1, including
Deposit
in connection to Tenancy agreement, Electricity Bills, Water Bills and Telephone Bills, but excluding all cash and cash equivalent
of GCL.
The asset disposition was completed on April 27, 2017.
The
foregoing description of the Agreement is a summary only and is qualified in its entirety by the copy of the Agreement filed as
Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
On
April 28, 2017, the Company, through its subsidiary GHL, sold Two (2) ordinary shares of GCL to Greenpro, representing
100% of ownership, for a total consideration of $0.26 in cash. The purchase price is determined based on the mutual agreement
between GHL and Greenpro. The company starting from April 28, 2017 ceased to carry on money lending business.
The
unaudited pro forma financial information giving effect to the disposition is filed herewith as Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits
(b)
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Pro
forma financial information:
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The
following unaudited pro forma financial information of the Company is filed as Exhibit 99.1 of this report on Form 8-K and
is incorporated herein by reference:
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●
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Unaudited
pro forma condensed consolidated statements of income for the year ended April 30, 2016 and for the nine months ended January
31, 2017
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●
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Unaudited
pro forma condensed consolidated balance sheet as of January 31, 2017
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●
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Notes
to the unaudited pro forma condensed consolidated financial statements
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Exhibit
No.
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Description
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2.1
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Asset
Purchase Agreement, dated as of April 27, 2017, between Gushen Holding Limited and Greenpro Resources Limited
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99.1
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Unaudited
Pro Forma Condensed Consolidated Financial Statements
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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, thereunto
duly
authorized.
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GUSHEN,
INC.
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(Name
of Registrant)
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Date:
April 28, 2017
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By:
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/s/
Huang Pin Lung
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Title
:
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Chief
Executive Officer,
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President, Secretary,
Treasurer,
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Director (Principal
Executive Officer,
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Principal Financial
Officer, Principal
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Accounting Officer)
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