Current Report Filing (8-k)
June 20 2017 - 9:22AM
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): June 14, 2017
SINO
FORTUNE HOLDING CORPORATION
(Exact
name of registrant as specified in its charter)
Nevada
(State
or other jurisdiction of incorporation)
333-201037
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35-2507568
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(Commission File
Number)
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(IRS Employer Identification
No.)
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Room
2403, Shanghai Mart Tower
2299
West Yan’an Road, Changning District
Shanghai,
200336, China
(Address
of principal executive offices and zip code)
+86 021-2357-0077
(Registrant’s
telephone number including area code)
(Registrant’s
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 registrant under
any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
☐ 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))
Item 1.01. Entry
into a Material Definitive Agreement.
On
June 14, 2017, Benefactum Alliance Business Consultant (Beijing) Co., Ltd., the variable interest entity of Sino Fortune Holding
Corporation (the “Company”), entered into a share transfer framework agreement (the “Agreement”) with
Shenzhen TouZhiJia Financial Information Service Co., Ltd. (“Shenzhen TouZhiJia Financial”) and certain shareholders
of Shenzhen TouZhiJia Financial (the “Shareholders”), pursuant to which the Company has agreed to acquire a 4.45%
equity interest in Shenzhen TouZhiJia Financial from the Shareholders for an aggregate purchase price of RMB19,100,008 (approximately
US$2,800,000). The purchase price is subject to adjustment based on the Company’s due diligence investigation of Shenzhen
TouZhiJia Financial and may be payable by the Company in cash or by issuing Company equity or debt securities (or a combination
of the foregoing). Shenzhen TouZhiJia Financial’s main businesses include vertical P2P search engine, private wealth management
and secondary loan exchange services. The parties believe the companies can complement each other within the financial information
service and technology industry.
Fifty
percent of the purchase price is payable by the Company within five business days of the execution of the Agreement. The balance
of the purchase price is payable upon the closing of the transaction. In the event the transaction does not close, the purchase
price previously delivered to the Shareholders shall be promptly returned to the Company. Upon the closing of the transaction,
the Company shall have the rights conferred of a shareholder of Shenzhen TouZhiJia Financial, including but not limited to rights
of first refusal, anti-dilution rights, tag-along rights, drag-along rights, a liquidation preference and information rights.
Furthermore, the Company shall have the same preferential rights, if any, that Shenzhen TouZhiJia Financial or the Shareholders
may hereinafter grant to any other investors. If a party breaches or otherwise unilaterally terminates the Agreement, the defaulting
party shall pay to the other parties as a penalty an aggregate of RMB10,000,000 (approximately US$1,466,000).
The
Agreement is filed as Exhibit 1.1 to this Current Report and the description of the material terms of the Agreement is qualified
in its entirety by reference to such exhibit.
Item 9.01.
Financial Statement and Exhibits.
(d)
Exhibits.
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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SINO FORTUNE HOLDING CORPORATION
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By:
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/s/ Bodang Liu
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Name:
Bodang Liu
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Title: Chief Executive
Officer and Chairman
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Dated:
June 20, 2017