Form 8-K - Current report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): December 1, 2023

CHINA HEALTH INDUSTRIES HOLDINGS, INC.
(Exact name of Registrant as specified in its Charter)

Delaware

000-51060

86-0827216

(State or other jurisdiction

of incorporation)

(Commission File No.)

(IRS Employer

Identification No.)

3199-1 Longxiang Road, Songbei District
Harbin City, Heilongjiang Province
People’s Republic of China, 150028
(Address of principal executive offices) (Zip Code)

86-451-88100688
(Registrant’s Telephone Number)

Not Applicable
(Former name or 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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Not Applicable		Not Applicable		Not Applicable

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2) ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

On June 27, 2023, Harbin Humankind Biology Technology Co., Limited (“Humankind”), a wholly owned subsidiary of China Health Industries Holdings, Inc. (the “Company”), a corporation incorporated under the laws of the State of Delaware, entered into certain equity transfer agreements (collectively, the “Agreements”) with Mr. Xin Sun and Mr. Kai Sun (collectively, the “Sellers”), the description of the transaction contemplated by such Agreements (the “Acquisition”) was previously disclosed in the Company’s Current Report on Form 8-K on July 3, 2023 and is incorporated herein by reference.

On December 1, 2023, the Company closed the Acquisition. The transfer of the equity interests of Heilongjiang HempCan Pharmaceuticals Co., Ltd. (“HempCan”) from the Sellers to Humankind and the changes of business registration have been completed. As the consideration for the Acquisition, the Company paid the Sellers an aggregate cash consideration of RMB295 million (approximately $40,916,530) in exchange for 100% equity ownership of HempCan.

The English translation of the Agreements are filed herein as Exhibit 10.1 and Exhibit 10.2 and incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit No.		Description
10.1^*		English Translation of the Stock Transfer Agreement by and between the Company and Xin Sun
10.2^*		English Translation of the Stock Transfer Agreement by and between the Company and Kai Sun
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

*	Portions of the exhibit, including certain private and confidential information has been omitted pursuant to Item 601(a)(6) and Item 601(b)(10)(iv) of Regulation S-K. The Registrant hereby agrees to furnish a copy of any omitted portion to the SEC upon request.

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.

	CHINA HEALTH INDUSTRIES HOLDINGS, INC.

Date: December 4, 2023	By:	/s/ Xin Sun
	Name:	Xin Sun
	Title:	Chief Executive Officer and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Exhibit 10.1

Stock Transfer Agreement

Transferor: Xin Sun (hereinafter referred as Party A)

Identity document: ID card ID No. xxxxxxxxxxxxxx

Transferee: Harbin Humankind Biology Technology Co., Limited (hereinafter referred as Party B)

Unified Social Credit Identifier: xxxxxxxxxxxxxx

Whereas Party A legally owns 99% of equity stock of Heilongjiang HempCan Pharmaceuticals Co., Ltd (hereinafter referred as “the Company”) and has decided to transfer all 99% of stock equity, and that the shareholders meetings of the Company have approved the transfer.

Whereas Party B agrees to acquire the 99% of equity stock of the Company held by Party A.

Whereas shareholder of the Company agrees Party B acquire the 99% of stock equity of the Company held by Party A.

Based on the principles of friendly negotiation, mutual benefit and consensus, both parties enter into the following agreements on the stock equity transfer:

Article I The quantity and price of transferred stock equity

Party A agrees to transfer to Party B 99% of equity stock of the Company held by herself. Party B agrees to acquire the said equity stock.

The equity stock to be transferred includes its attached interest and rights and is not subject to (including but not limited to) any lien, mortgage and other interests or rights from the third party.

Party A will be not responsible for any debt, obligation, liabilities or management responsibilities of the Company after the stock transfer is completed.

Based on the terms of this Agreement, Party A transfers the 99% equity stock of the Company for the consideration of RMB 292,050,000. Party B agrees to acquire the equity stock for the consideration.

Article II Term and Method to transfer the stock

Party B agrees to pay the price by the following term and method:

Party B agrees to wire the payment to the bank account designated by Party A by installment within 15 business days after both parties signed the Agreement. Party A need to complete the changes of stock equity ownership and changes of business registration etc. within 15 business days after Party A receives all wire payment.

Article III Shareholder’s rights and obligations

From the completion date of the stock transfer on, Party B will execute the shareholder’s rights and fulfill the shareholder’s obligations. If necessary, Party A shall assist Party B to execute shareholder’s rights and fulfill shareholder’s obligations, including sign related documents in the name of Party A.

From the completion date of the stock transfer on, Party B shall share the profit and assume risk and loss based on its percentage of total equity stock.

Article IV Liabilities of Breach

If one party is default or breaches any terms of this Agreement, the breaching party shall compensate the other party for all its economic loss. Unless otherwise specified, the obeying party also has the right to request terminating the Agreement and claim any damage from the breaching party.

If party B would not pay the consideration within the timeline specified in the Article II of this Agreement, it shall pay the penalty of 1 ‰ of delayed payment for each delayed day. After the payment of penalty, if the breaching causes more loss than penalty, or causes other damages, Party A still has the rights to ask for more compensation for the part which the loss is over the penalty or for the part of other damages.

Article V Dispute resolution

As for all disputes arise from executing this Agreement or related to this Agreement, both parties need to settle the disputes by friendly negotiation. If the disputes are not settled by negotiation, any party has the rights to settle by the following methods:

Submit the dispute for arbitration. The arbitration committee will arbitrate the disputes based on current arbitration regulations. The arbitration decision shall be final and binding on both parties.

Bring a lawsuit in the local court respectively.

Article VI Effect and Termination of Agreement

Effect Terms:

This Agreement is taken in to effect after both parties sign and seal.

After the Agreement is in effect, if any party intends to modify the Agreement, it shall inform to the other party in written form 10 business days in advance. The supplementary agreement could be signed based on written negotiated agreement. The supplementary agreement is with the same legal effect with the Agreement.

Termination Terms:

This Agreement could be modified or terminated if either one of the following occurred.

This Agreement could not be executed for the force majeure or any causes that one party could not avoid even if it has no faults.

Either party loses the ability to fulfill this Agreement.

This Agreement is executed in four copies, held by Party A, Party B, Company and Industry and Commercial Administration. All four copies are with the same legal effect.

Transferor: /s/Xin Sun

Transferee: Harbin Humankind Biology Technology Co., Limited (Seal)

Signed on June 27, 2023

Exhibit 10.2

Stock Transfer Agreement

Transferor: Kai Sun (hereinafter referred as Party A)

Identity document: ID card ID No. xxxxxxxxxxxxxx

Transferee: Harbin Humankind Biology Technology Co., Limited (hereinafter referred as Party B)

Unified Social Credit Identifier: xxxxxxxxxxxxxx

Whereas Party A legally owns 1% of equity stock of Heilongjiang HempCan Pharmaceuticals Co., Ltd (hereinafter referred as “the Company”) and has decided to transfer all 1% of stock equity, and that the shareholders meetings of the Company have approved the transfer.

Whereas Party B agrees to acquire the 1% of equity stock of the Company held by Party A.

Whereas shareholder of the Company agrees Party B acquire the 1% of stock equity of the Company held by Party A.

Based on the principles of friendly negotiation, mutual benefit and consensus, both parties enter into the following agreements on the stock equity transfer:

Article I The quantity and price of transferred stock equity

1.	Party A agrees to transfer to Party B 1% of equity stock of the Company held by herself. Party B agrees to acquire the said equity stock.

2.	The equity stock to be transferred includes its attached interest and rights and is not subject to (including but not limited to) any lien, mortgage and other interests or rights from the third party.

3.	Party A will be not responsible for any debt, obligation, liabilities or management responsibilities of the Company after the stock transfer is completed.

4.	Based on the terms of this Agreement, Party A transfers the 1% equity stock of the Company for the consideration of RMB 2,950,000. Party B agrees to acquire the equity stock for the consideration.

Article II Term and Method to transfer the stock

Party B agrees to pay the price by the following term and method:

Article III Shareholder’s rights and obligations

2.	From the completion date of the stock transfer on, Party B shall share the profit and assume risk and loss based on its percentage of total equity stock.

Article IV Liabilities of Breach

1.	If one party is default or breaches any terms of this Agreement, the breaching party shall compensate the other party for all its economic loss. Unless otherwise specified, the obeying party also has the right to request terminating the Agreement and claim any damage from the breaching party.

Article V Dispute resolution

1.	Submit the dispute for arbitration. The arbitration committee will arbitrate the disputes based on current arbitration regulations. The arbitration decision shall be final and binding on both parties.

2.	Bring a lawsuit in the local court respectively.

Article VI Effect and Termination of Agreement

Effect Terms:

1.	This Agreement is taken in to effect after both parties sign and seal.

Termination Terms:

This Agreement could be modified or terminated if either one of the following occurred.

1.	This Agreement could not be executed for the force majeure or any causes that one party could not avoid even if it has no faults.

2.	Either party loses the ability to fulfill this Agreement.

This Agreement is executed in four copies, held by Party A, Party B, Company and Industry and Commercial Administration. All four copies are with the same legal effect.

Transferor: /s/Kai Sun

Transferee: Harbin Humankind Biology Technology Co., Limited (Seal)

Signed on June 27, 2023

Cover	Dec. 01, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 01, 2023
Entity File Number	000-51060
Entity Registrant Name	CHINA HEALTH INDUSTRIES HOLDINGS, INC.
Entity Central Index Key	0001309057
Entity Tax Identification Number	86-0827216
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	3199-1 Longxiang Road, Songbei District
Entity Address, City or Town	Harbin City, Heilongjiang Province
Entity Address, Country	CN
Entity Address, Postal Zip Code	150028
City Area Code	86-451
Local Phone Number	88100688
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Not Applicable
Trading Symbol	Not Applicable
Security Exchange Name	NONE
Entity Emerging Growth Company	false