Current Report Filing (8-k)
September 07 2017 - 8:06AM
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): September 1, 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
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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.
On
June 14, 2017, Benefactum Alliance Business Consultant (Beijing) Co., Ltd. (“Benefactum Beijing”), the variable interest
entity of Sino Fortune Holding Corporation (the “Company”), entered into a share transfer framework agreement (the
“Framework Agreement”) with Shenzhen TouZhiJia Financial Information Service Co., Ltd. (“Shenzhen TouZhiJia
Financial”) and certain shareholders of Shenzhen TouZhiJia Financial (the “Shareholders”), pursuant to which
Benefactum Beijing 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).
Fifty
percent (50%) of the purchase price is payable by the Company within five business days of the execution of the Framework Agreement.
The balance of the purchase price is payable upon the closing of the transaction as being described in more details as follows:
On
September 1, 2017, Puhui Equity Investment Co., Ltd. (“Puhui”), a wholly owned subsidiary of Benefactum Beijing, entered
into the Share Transfer Contract of Shenzhen TouZhiJia Financial Information Service Co., Ltd. (the “Share Transfer Agreement”)
by which Puhui, through the Shareholders’ respective wholly-owned companies, indirectly receives and holds a 4.45% equity
interest in Shenzhen TouZhiJia Financial in exchange for the payment of the remaining balance of the underlying transaction.
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.
Upon
the closing of the transaction, the Company shall have the rights, through its wholly-owned subsidiary Benefactum Beijing’s
wholly-owned subsidiary Puhui, conferred of a shareholder of Shenzhen TouZhiJia Financial. Furthermore, the Company shall have
the same preferential rights through Puhui, if any, that Shenzhen TouZhiJia Financial or the Shareholders may hereinafter grant
to any other investors.
The
Share Transfer 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:
September 7, 2017
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