Current Report Filing (8-k)
October 29 2020 - 3:31PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported): October 29, 2020
TD
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-36055
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45-4077653
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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25th
Floor, Block C, Tairan Building
No.
31 Tairan 8th Road, Futian District
Shenzhen,
Guangdong, PRC 518000
(Address
of Principal Executive Offices)
+86
(0755) 88898711
(Issuer’s
telephone number)
(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 to the 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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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
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. ☐
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $0.001
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GLG
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Nasdaq
Capital Market
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Item
1.01. Entry into a Material Definitive Agreement.
Share
Purchase Agreement
On October 26, 2020, Shenzhen Huamucheng Trading
Co., Ltd. (“Huamucheng”), a limited liability company organized under the laws of the People’s Republic
of China (“PRC”) and a wholly owned subsidiary of TD Holdings, Inc. (the “Company”), entered
into certain share purchase agreements (the “SPA”) with Shenzhen Xinsuniao Technology Co., Ltd. (the “Seller”),
a limited liability company organized under the laws of the PRC, and Shenzhen Qianhai Baiyu Supply Chain Co., Ltd. (the “Target”),
a limited liability company organized under the laws of the PRC. The Seller is the record holder and beneficial owner of all registered
paid-up capital of the Target. Pursuant to the SPA, Huamucheng agreed to pay to the Seller an aggregate cash consideration of RMB670
million (approximately US$99.3 million) (the “Total Consideration”), of which 85% will be paid to the Seller
in installments on or before December 25, 2020 and the remaining 15% will be paid to the Seller in installments on or before December
25, 2021, and the Seller agreed to transfer to Huamucheng, within 7 business days of the execution of the SPA, all of its registered
paid-up capital of the Target (the “Acquisition”).
The parties to the SPA have each made customary
representations, warranties and covenants, including, among other things, (a) the Seller and the Target are duly organized, validly
existing and in good standing under the laws of PRC; (b) all parties are authorized to execute the SPA, (d) the absence of any
undisclosed material adverse effects, and (e) the absence of legal proceedings that affect the completion of the transaction contemplated
by the SPA.
The SPA is filed as Exhibit 10.1 to this Current
Report on Form 8-K and such document is incorporated herein by reference. The foregoing is only a brief description of the material
terms of the SPA, and does not purport to be a complete description of the rights and obligations of the parties thereunder and
is qualified in its entirety by reference to such exhibits.
Item
2.01. Completion of Acquisition or Disposition of Assets.
Reference
is made to Item 1.01 of this Current Report on Form 8-K regarding the SPA. The disclosure contained in Item 1.01 with respect
to the SPA is hereby incorporated by reference in its entirety into this Item 2.01.
Shenzhen
Qianhai Baiyu Supply Chain Co., Ltd.
The following diagram illustrates our corporate structure following
the consummation of the Acquisition.
Summary
of Target’s Business
The
Target was established on August 17, 2016 as a limited liability company organized under the laws of the PRC. The Target is engaged
in the supply chain service business and covers a full range of commodities, including non-ferrous metals, ferrous metals, coal,
metallurgical raw materials, soybean oils, oils, rubber, wood and various other types of commodities. It also has a supply chain
infrastructure, which includes processing, logistics, warehousing and terminals. Utilizing its customer base, industry experience,
and expertise in the commodity trading industry, the Target serves as an one-stop commodity supply chain service and digital intelligence
supply chain platform integrating upstream and downstream enterprises, warehouses, logistics, information, and futures trading.
The
Target has generated approximately RMB148 million (approximately US$22 million) of revenue and RMB 41 million (approximately US$6
million) of net income for its fiscal year ended December 31, 2019. The Target has also generated approximately RMB231.8 million
(approximately US$34.9 million) of revenue and RMB58.5 million (approximately US$8.8 million) of net income for the six months
ended June 30, 2020, although these numbers have not been audited by an accounting firm registered by PCAOB.
Management’s
Plan for the Target’s Business
The
acquisition of the Target has laid a solid foundation for the Company to expand its operations in the commodity supply chain field.
The Company plans to strengthen and upgrade its supply chain services platform by introducing a systematic quantitative risk control
system, which will be based on the Target’s massive historical market data and complex data analysis models. The platform
is expected to establish a quantitative risk management system utilizing ETL data integration (Extract, Transform, Load) as its
core, and then optimize trading portfolios by incorporating a combination of various factors and strategies in order to effectively
control risks and sustain business development.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
October 26, 2020, Mr. Jin Ding resigned from his position as Chief Product Officer of the Company. Mr. Ding’s resignation
is not as a result of any disagreement with the Company relating to its operations, policies or practices.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number
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Description
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10.1
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Share Purchase Agreement by and entered into among Shenzhen Huamucheng Trading Co., Ltd., Shenzhen Xinsuniao Technology Co., Ltd. and Shenzhen Qianhai Baiyu Supply Chain Co., Ltd., dated October 26, 2020.
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99.1
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Unaudited interim financial statements of Shenzhen Qianhai Baiyu Supply Chain Co., Ltd., as of and for the six months ended June 30, 2020.
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99.2
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Audited financial statements of Shenzhen Qianhai Baiyu Supply Chain Co., Ltd., as of and for the years ended December 31, 2019 and 2018.
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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 hereunto duly authorized.
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TD
HOLDINGS, INC.
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Date:
October 29, 2020
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By:
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/s/
Renmei Ouyang
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Name:
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Renmei
Ouyang
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Title:
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Chief
Executive Officer
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