SEC Filings

FORM 8-K Dated May 2,2018
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): April 30, 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 2.02       Completion of Acquisition or Disposition of Assets

 

On April 30, 2018, as part of the effort to expand our agricultural activities, pursuant to an agreement dated September 20, 2017, we completed the acquisition of 10% of the outstanding equity of Youyang County Jinzhu Forest Development Co. Ltd. (“Jinzhu Forestry”), a bamboo cultivation and processing facility located in Youyang County, Chongqing. The acquisition was accomplished by acquiring from Ms. Qian Wang and Mr. Zhongli Xiong, for an aggregate of 2,000,000 shares of the Company’s common stock and 18 million RMB (approximately $2.8 million), all of the issued and outstanding capital stock of Chongqing Kangduo Commercial Trade Co., Ltd., a private corporation which holds 10% of the outstanding equity of Jinzhu Forestry.

 

Jinzhu Forestry commenced operations in April 2016. It currently operates a bamboo plantation of approximately 3,853.5 mu (approximately 635 acres) on which it will construct a bamboo processing facility. Bamboo is a fast growing plant which can be used as a substitute for wood in a variety of uses, including flooring, furniture and as a construction material. The cultivation of bamboo is an activity favored by the Chinese Government, particularly as the country attempts to expand its forests.

 

Although Jinzhu Forestry is anticipated to begin generating operating profits within the next two years, for 2016 and 2017 it operated slightly below break-even.

 

Item 3.02

Unregistered Sales of Equity Securities  

 

Effective April 30, 2018, we issued to Ms. Qian Wang and Mr. Zhongli Xiong, and their designees, an aggregate of 2,000,000 shares of our common stock (the “Shares”) in exchange for their indirect interest in Jinzhu Forestry.

 

The issuance of the Shares was exempt from registration pursuant to Rule 506 of Regulation D under the Securities Act and Section 4(a)(2) of the Securities Act. The certificates representing the Shares will be endorsed with the customary Securities Act restrictive legend.

 

Item 7.01       Regulation FD Disclosure

 

On May 2, 2018, we issued a press release announcing the acquisition of our interest in Jinzhu Forestry.

 

The information in this Item 7.01 and Exhibit 99.1 shall not be deemed as “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.

 

(d)         Exhibits

 

Exhibit No.   Description
     
 10.1                     Equity Transfer Agreement among the Company, Ms. Qian Wang and Mr. Zhongli Xiong.
     
  99.1   Press release issued May 2, 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: May 2, 2018

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

 

 

 

 

 

Equity transfer agreement

 

Party A: Aoxin Tianli Group, Inc.  
     
Party B: Ms. Qian Wang National Identification Number: 500222199405193727
     
  Mr. Zhongli Xiong National Identification Number: 500108198709024343

 

Whereas Party A is a public company traded on NASDAQ (Trading code: ABAC, hereinafter referred to as public company), whereas party B jointly held one hundred percent equity of Chongqing Kangduo Commercial Trade Co., Ltd, while Kangduo company holds ten percent equity of Youyang County Jinzhu Forestry Development Co., Ltd. and 3853.5 mu of bamboo forest property right.

 

The following agreement is reached through friendly negotiation between both parties:

 

1. Party A agrees to buyout Chongqing Kangduo Commercial Trade Co., Ltd's one hundred percent equity that is held by party B (Mr. Zhongxi Xiong held 60%, Ms. Qian Wang held 40% respectively), according to the evaluation of the professional assets assessment institution, the value of company Kangduo is RMB 61.9768 million at the base valuation date of August 31, 2017. In order to give proper acquisition discount for Party A, the two sides agreed that the final deal price would be RMB 48 million.

 

2. Party A and party B agree that the public company additionally issues two million common stock shares to Party B, which is considered to be the part payment of party A acquired party B's equity, at the same time, the public company shall also pay party B RMB 18 million by cash.

 

3. Party A promises to complete the payment to party B within twenty working days after signing of this agreement, including stock's secondary offerings and cash payment; so in this payment, Party A will pay the new 1.2 million issuance shares and RMB 10.80 million cash to Party B's individual Mr. Zhongli Xiong, Party A will pay the new 0.8 million issuance shares and RMB 7.20 million cash to Party B's individual Ms. Qian Wang. After this agreement is signed, party B promises to complete party A' s appointed company equity transfer within fifteen working days.

 

4. Party B promises that after selling Kangduo's equity to Party A, Kangduo will realize profit gain within five years, moreover, the annual profits are not less than RMB 4.80 million. If Party B doesn't reach this profit indicator, Party B will buy back this asset from the public company.

 

5. Party B promises that if Party A has more acquisition requirement, Party B can help Party A to purchase more of the equity of Chongqing Youyang County Jinzhu Forestry Development Co., Ltd within five years, and finally Party A can reach the 70% equity holdings of Jinzhu Forestry Development Co., Ltd, and the overall purchase price will not exceed RMB 250 million.

 

6. All matters are not mentioned in here shall be settled by both parties through negotiation.

 

7. Date of signing: September 20 th 2017.

 

8. This agreement is made in quadruplicate, and Party A and Party B hold two copies respectively.

 

Party A Party B
   
By: /s/ Guolan Li By: /s/ Zhong li Xiong
         Guolan Li            Zhong li Xiong

 

 

 

 

 

 

Renmin Tianli Group, Inc. Completes Acquisition of Equity Interest in Bamboo Cultivation and Processing Business in Chongqing

 

WUHAN CITY, China, May 2, 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 that, on April 30, 2018, it completed the acquisition of a 10% equity interest in Youyang County Jinzhu Forestry Development Co. Ltd. (“Jinzhu Forestry”), a bamboo cultivation and processing facility located in Youyang County, Chongqing, for a total consideration of RMB 18 million (approximately $2.8 million) and 2,000,000 shares of Renmin Tianli’s common stock. The acquisition was accomplished by acquiring all of the issued and outstanding capital stock of Chongqing Kangduo Commercial Trade Co., Ltd., a private corporation which holds 10% of the outstanding equity of Jinzhu Forestry.

 

Jinzhu Forestry commenced operations in April 2016. It currently operates a bamboo plantation of approximately 3,853.5 mu (approximately 635 acres) on which it will construct a bamboo processing facility. Bamboo is a fast-growing plant which can be used as a substitute for wood in a variety of uses, including flooring, furniture and as a construction material. The cultivation of bamboo is an activity favored by the Chinese Government, particularly as the country attempts to expand its forests. Although Jinzhu Forestry is anticipated to begin generating operating profits within the next two years, for 2016 and 2017 it operated slightly below break-even.

 

About Renmin Tianli Group, Inc.

 

Renmin Tianli Group, Inc. (the "Company"), previously known as Aoxin Tianli Group, Inc., 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: tony.tian@weitian-ir.com