Current Report Filing (8-k)
September 12 2019 - 4:16PM
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): September 12, 2019 (July 13, 2019)
FORTUNE
VALLEY TREASURES, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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000-55555
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32-0439333
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File
Number)
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(I.R.S. Employer
Identification Number)
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No.
10 of Tuanjie 2nd Road, Beice, Humen
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Dongguan,
Guangdong, China
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518000
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (86) 769-82268999
Not
Applicable
(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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Securities
registered pursuant to Section 12(b) of the Act: None.
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 [X]
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
1.01 Entry into a Material Definitive Agreement.
On
July 13, 2019, Fortune Valley Treasures, Inc. (“FVTI”), along with Qianhai DaXingHuaShang Investment (Shenzhen) Co.,
Ltd., a subsidiary of FVTI and a wholly foreign-owned enterprise (“QHDX”), entered into an equity interest transfer
agreement (the “Agreement”), which was later amended on September 12, 2019, with Xingwen Wang, a shareholder and legal
representative of Yunnan Makaweng Wine & Spirits Co., Ltd. (“Makaweng”), a PRC limited liability company formed
in 2015.
Pursuant
to the Agreement, QHDX agreed to purchase 51% of Makaweng’s equity interests (the “Acquisition”) from Mr. Wang
in exchange for shares of FVTI’s common stock (“Issuable Shares”). The total number of Issuable Shares will
be determined according to the following formula:
Number
of Issuance Shares = A x 51% x 20 x B ÷ C
For
the purpose of the foregoing formula:
A
= Audited net annual profit of Makaweng in fiscal year 2020.
B
= The daily average middle exchange rate of U.S. Dollars to Chinese Yuan published by the State Administration of Foreign Exchange
of the People’s Republic of China on December 31, 2020.
C
= The closing price of FVTI’s common stock on December 31, 2020.
Mr.
Wang has agreed not to transfer the Issuable Shares for at least three years after delivery of the Issuable Shares (the “Delivery”).
He may only transfer up to 30% of his FVTI common stock during the fourth year after the Delivery and cumulatively no more than
60% of his FVTI common stock during the fifth year after the Delivery.
Pursuant
to the Agreement, Makaweng will establish a board of directors consisting of seven individuals. QHDX agreed to continue to retain
Mr. Wang as the legal representative of Makaweng, and appoint him as the manager and Chairman of Makaweng. Mr. Wang has over fifteen
years of experience in production, operation, marketing and branding in the alcohol industry. Although Makaweng currently has
no operations or assets, given Mr. Wang’s background, Makaweng’s business plan is to engage in the distribution of
wine and beer.
The
51% of equity interest of Makaweng was transferred to QHDX and the registration of such transfer with local government authorities
was completed on August 28, 2019.
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.
Dated:
September 12, 2019
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FORTUNE
VALLEY TREASURES, INC.
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By:
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/s/
Yumin Lin
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Name:
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Yumin
Lin
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Title:
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Chief
Executive Officer, Chief Financial Officer, President, Treasurer and Secretary
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