SEC Filings

FORM 8-K Dated October 30, 2018
Author:Aoxin Tianli Date:Dec/03/2018

SECURITIES AND EXCHANGE COMMISSION  

Washington, D.C. 20549

 


FORM 8-K


 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE  

SECURITIES AND EXCHANGE ACT OF 1934

 

Date of report (date of earliest event reported): October 26, 2018

 


RENMIN TIANLI GROUP, INC.  

(Exact name of registrant as specified in its charter)


 

British Virgin Islands   001-34799   N/A

(State or Other Jurisdiction

of Incorporation)  

 

(Commission

File Number)  

 

(IRS Employer

Identification No.)  

 

Suite K, 12th Floor, Building A, Jiangjing Mansion

228 Yanjiang Ave., Jiangan District, Wuhan City

Hubei Province, China 430010

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (+86) 27 8274 0726

 

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:

 

¨ 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))

  

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. ☐

 

 

 

 

 

Item 1.01 Entry Into a Material Agreement

 

On October 26, 2018, we entered into a share purchase agreement with the holders of the equity of Enshi Huacai Agricultural Development Co. Ltd. (“Enshi Huacai”). Enshi Huacai is a specialty chicken farm operator engaged in the production and distribution of selenium rich chickens as well as selenium rich eggs, organic manure and related specialty products.

 

The Agreement provides for the acquisition by us of 100% of the equity of Enshi Huacai in three stages. Within twenty business days of today we are to issue to designated shareholders of Enshi Haucai an aggregate of 2,000,000 shares of our common stock for which we will receive 29% of the equity of Enshi Huacai. Within twenty working days after delivery of the first 2,000,000 shares of our common stock we shall deliver an additional 2,000,000 shares of common stock for which we will receive an additional 29% of the outstanding shares of Enshi Huacai. By th end of March, 2019, we are to deliver an additional 3,000,000 shares of our common stock to the owners of Enshi Huacai for which will receive the remaining 42% of the outstanding shares of Enshi Huacai.

 

Item 7.01 Regulation FD Disclosure.

 

On October 26, 2018, we issued a press release announcing the execution of an agreement to acquire 29% of the equity of Enshi Huacai Agricultural Development Co. Ltd., a specialty chicken farm operator engaged in the production and distribution of selenium rich chickens as well as selenium rich eggs, organic manure and related specialty products. In consideration of the 29% of the equity of Enshi Hucai we will issue an aggregate of 2,000,000 shares of our common stock to designated owners of Enshi Hucai. A copy of the press release is annexed as Exhibit 99.1 to this report.

 

       The information in this Item 7.01 of this Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such Section, nor shall it be deemed incorporated by reference in any filing by us under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit No. Description
   
10.1 Purchase Agreement dated October 26, 2018, between the registrant and Enshi Huacai Agricultural Development Co. Ltd.
   
99.1 Press Release dated October 26, 2018

.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

       
  RENMIN TIANLI GROUP, INC.

 Dated: October 29, 2018

 

   
  By:   /s/Luchang  Zhou
      Luchang Zhou
      Chief Executive Officer

 

 

 

 

Purchase Agreement of Huacai

 

Party A: Renmin Tianli Group Inc.
Party B: Deng Changhua ID number: 422801196210203859
 

Ruan XiangIlan ID number: 420116196508153828

 

Party A is a NASDAQ listed company (stock code ABAC, hereinafter referred to as the listed company), and Party B owns the total shareholding of Enshi Huacai Agricultural Development Co., Ltd. The following agreement has been reached through friendly negotiation:

 

1.           Party A agrees to Invest In the acquisition of the full equity of Enshi Huacai Agricultural Development Co., Ltd. held by Party B. According to the evaluation of the professional value assessment agency, Enshi Huacai Agricultural Development Co., Ltd. has an appraisal benchmark value of approximately RMB 106.67 million as of June 30, 2018. In order to give Party A an appropriate purchase discount, the parties agree that the final transaction price is 90% of the assessment value, and the worth is RMB 90 million.

 

2.           Party A and Party B agree that the listed company shall issue the ordinary shares to Party B as the total payment consideration of Party B's equity in three times.

 

3.           Party A promises to complete the first payment to Party B within 20 working days after signing the formal agreement, and obtain 29% equity of Party B, including the completion of the stock issuance process and cash payment, of which, to Party B, Deng Changhua 500,000 shares, Ruan xianglian 500,000 shares, Liu Qirong 500,000 shares, Ma Qiaoling 300,000 shares, Guo Jialin 200,000 shares. The second payment to Party B will be completed within 20 working days after the completion of the first payment, and 29% of the equity of Party B will be obtained by Party A, including the completion of the stock issuance process and cash payment, and an additional 2 million shares will be issued to Party B. The third payment will be completed by the end of March 2019, and 3 million shares will be issued to Party B to obtain 42% of the equity of Party B by Party A. The final shareholding ratio of Party A in Enshi Huacai Agricultural Development Co., Ltd. will reach 100%. The total purchase price is determined by evaluation and audit, and the purchase price does not exceed the evaluation price.

 

Party B undertakes to complete all legal procedures for the transfer of equity to the company designated by Party A within 15 working days after the completion of all acquisitions, including but not limited to industrial and commercial changes.

 

4.           After Party A completes the first payment, Party A will add a designee of Party B to the board of directors of Party A.

 

5.           Party B promises that within three years, if Party A has a demand, Party B can help Party A to acquire more equities of Enshi Agricultural Industry Chain.

 

 

 

 

 

6.           The unfinished matters shall be settled through negotiation between the two parties.

 

7.           The time for signing the agreement: October 26, 2018.

 

8.           This agreement is in quadruplicate, and each party will keep two copies.

 

(There is no text below this is the agreement signing page)

 

Party A (signature) /s/ Hanying Li
   
Party B (signature) /s/ Deng Changhua
   
October 26, 2018  

 

 

 

 

 

Exhibit 99.1

 

  Renmin Tianli Group, Inc. Announces Entry into Specialty Chicken Farming and Closure of a Farm

 

WUHAN CITY, China, Oct. 26, 2018 /PRNewswire/ -- Renmin Tianli Group, Inc. (NASDAQ:ABAC) ("Renmin Tianli" or the "Company"), a producer of breeder hogs, market hogs and black hogs, as well as specialty processed black hog pork products sold through retail outlets and the internet, with headquarters in Wuhan City, Hubei Province, China, today announced the closure of its farm in Fenglai County, Enshi Prefecture, Hubei Province in response to an executive order (the “Order”) from the Fenglai County government due to environmental concerns resulting from the increase in the population in the area surrounding the farm. The Company plans to fully comply with the Order and expects to complete the transfer of hogs and the dismantling of facilities at the farm by the end of this month. Established in 2007, the farm is situated on approximately 23.72 acres of leased land with buildings dedicated to hog rearing, administration and employee housing. The farm was producing approximately 20,000 hogs annually. Following the closure of this farm, the Company will have 7 farms in operation with combined annual capacity of 110,000 hogs.

 

Additionally, Renmin Tianli announced that it has signed a share purchase agreement (the “Agreement”) to acquire a 29 per cent equity interest in Enshi Huacai Agricultural Development Co. Ltd. (“Huacai”). Pursuant to the Agreement executed on October 26, 2018 (the “Agreement Date”), Renmin Tianli will acquire 29 per cent of the equity of Huacai for an aggregate of 2,000,000 common shares of Renmin Tianli. Renmin Tianli will have an option to acquire up to 100 per cent of the equity of Huacai under similar terms until March 2019. All shares shall be issued and delivered within 20 business days of the Agreement Date. Established in April 2012, Huacai, through its subsidiaries, affiliates and cooperative partners, engages in the farming of specialty selenium rich chicken as well as the marketing and sales of selenium rich eggs, organic manure and other local specialty products.

 

Mr. Luchang Zhou, Chief Executive Officer of Renmin Tianli, commented, “While we remain committed to the hog farming business despite the setback of the mandatory closure of our farm in Fenglai, we are excited about the opportunity to expand into the production of selenium rich products through the acquisition of Huacai. We see tremendous opportunities in the specialty chicken farming business and view it as a great complement to our core hog farming business.”

 

About Renmin Tianli Group, Inc.

 

Renmin Tianli Group, Inc. (the "Company"), is in the business of breeding, raising and selling breeder and market hogs in China. The Company also sells specialty processed black hog pork products through supermarkets and other retail outlets, as well as the internet.

 

Forward-Looking Statements

 

This news release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. These statements are subject to uncertainties and risks including, but not limited to, product demand and acceptance, changes in technology, economic conditions, the impact of competition and pricing, government regulations, and other risks contained in reports filed by the company with the Securities and Exchange Commission. All such forward-looking statements, whether written or oral, and whether made by or on behalf of the Company, are expressly qualified by this cautionary statement and any other cautionary statements which may accompany the forward-looking statements. In addition, the Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.

 

For more information, please contact:

 

Tony Tian, CFA 
Weitian Group LLC 
Phone: +1-732-910-9692 
Email: ttian@weitianco.com