UNITED STATES
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
November 17, 2017
Date of report (date of earliest event reported)
CONSUMER CAPITAL GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-54998 | 26-2517432 | ||
| (State
or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS
Employer Identification No.) |
136-82 39th Avenue, 4th Floor
Unit B
Flushing, New York 11354
(Address of principal executive offices and zip code)
(646)346-3735
(Registrant’s telephone number, including area code)
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 obligations 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 Definitive Agreement
Equity Transfer Agreement
On November 17, 2017, America Arki Network Service Beijing Co., Ltd (“Arki Network”), a variable interest entity of Consumer Capital Group, Inc. (the “Company”), Beijing Shenzhou Rongtong Investment Management Co. Ltd. (“Shenzhou Rongtong”), a company organized under the law of People’s Republic of China, and all the shareholders of Shenzhou Rongtong entered into an Equity Transfer Agreement (the “Agreement”), pursuant to which Arki Network will acquire 100% of the issued and outstanding equity securities of Shenzhou Rongtong from its shareholders, in exchange for the issuance of an aggregate of 4,175,417 shares (the “Shares”) of common stock of the Company, to the shareholders of Shenzhou Rongtong within 15 days of the closing of the transaction. The transaction is expected to be completed within 45 working days with the completion of corresponding registration procedure of equity change.
The foregoing descriptions of the Agreement, are qualified in their entirety by reference to the provisions of the Equity Transfer Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Report”), which are incorporated by reference herein.
About Beijing Shenzhou Rongtong Investment Management Co. Ltd.
Shenzhou Rongtong was incorporated on June 4, 2014 in Beijing, People’s Republic of China, with registered capital of RMB 10 million. Its main business includes investment management, investment consulting, asset management, economic and trade consulting. Shenzhou Rongtong designs and implements post-loan management process and standard for various banks.
Item 3.02 Unregistered Sales of Equity Securities
The description in Item 1.01 above of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
The Shares will be issued in reliance upon the exemption from securities registration afforded by the provisions of Section 4(a)(2) and Regulation S (“Regulation S”) as promulgated by the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended ("Securities Act"). The Company made the determination based upon the factors that such shareholders were not “U.S. Person” as that term is defined in Rule 902(k) of Regulation S under the Securities Act, that such shareholders were acquiring our securities, for investment purposes for their own respective accounts and not as nominees or agents, and not with a view to the resale or distribution thereof, and that the shareholders understood that the shares of our securities may not be sold or otherwise disposed of without registration under the Securities Act or an applicable exemption therefrom.
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number | Description | |
| 10.1 | English Translation of Equity Transfer Agreement, dated November 17, 2017 |
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SIGNATURE
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.
| Dated: November 21, 2017 | Consumer Capital Group, Inc. | |
| By: | /s/ Jianmin Gao | |
| Name: | Jianmin Gao | |
| Its: | Chief Executive Officer | |
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Exhibit 10.1
Equity Transfer Agreement
Transferor (Party A):
Ruisong XU, ID NO: 110105196307253820
Lijun XIAO, ID NO: 150402196508251316
Zhen XIAO, ID NO: 150404197607250017
Transferee (Party B): American Arki Network Service Beijing Co., Ltd
Whereas:
Every one of Party A is legal shareholder of Beijing Shenzhou Rongtong Investment Management Co., Ltd which was established on June 4, 2014. The nature of Beijing Shenzhou Rongtong Investment Management Co., Ltd is a limited liability company which is lawfully established and effectively subsisting in accordance with the Law of the People's Republic of China and other relevant laws with the registered capital of 10,000,000 yuan, the commercial registration number of 110105017347070 and the uniform social credit code of 91110105397032130A. Every one of Party A’s shareholdings in Beijing Shenzhou Rongtong Investment Management Co., Ltd are as follows.
Transferor, Ruisong XU, who holds 30% of shares in Beijing Shenzhou Rongtong Investment Management Co., Ltd.
Transferor, Lijun XIAO, who holds 35% of shares in Beijing Shenzhou Rongtong Investment Management Co., Ltd.
Transferor, Zhen XIAO, who holds 35% of shares in Beijing Shenzhou Rongtong Investment Management Co., Ltd.
The above-mentioned three persons together hold 100% of shares in Beijing Shenzhou Rongtong Investment Management Co., Ltd.
Party B is operating entity company of Consumer capital group inc. ( stock code: CCGN)(a company listed in American) within China, which was established on September 21, 2010 in accordance with the Law of the People's Republic of China and other relevant laws with the registered capital of 100,000,000 yuan, the commercial registration number of 110105013243521 and the uniform social credit code of 91110105562074132F.
Every one of Party A has reached the following agreements with Party B on the transfer of shares of Beijing Shenzhou Rongtong Investment Management Co., Ltd through voluntariness, equality and friendly negotiation:
Article I Equity Transfer
1. Every one of Party A agrees to transfer its equity held in Beijing Shenzhou Rongtong Investment Management Co., Ltd to Party B, and Party B agrees to accept the transfer.
2. Party B shall enjoy all the carried interests and rights under the shares after Party B accepting the shares of every one of Party A, and every one of Party A ensures that neither the above interests and rights shall be guaranteed in any form and nor there shall have legal defects in any form.
Article II Equity Transfer Period of Party A
Every one of Party A shall transfer its all equities to Party B from the date of signing the Agreement within __45__ working days, and complete the corresponding registration procedure of equity change.
Article III. Payment Method of Party B
1. Every one of Party A agree to transfer its entire equities to Party B, since Party B is an operating entity of the US listed company, Consumer capital group inc. (Stock code: CCGN) in China, Consumer capital group inc. agrees to pay the consideration for the acquisition, every one of Party A and Party B have no objections with regard to this. Therefore, the contract price shall be paid to Party A by Consumer capital group inc.
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2. Every one of Party A, Party B and Consumer capital group inc. are all agree that the contract will be paid in the form of equity, and Consumer capital group inc. will pay total of 4,175,417 of its equities to Party A on behalf of Party B, among which 1,252,625 equities shall be paid to Ruisong Xu, the shareholder of Party A, 1,461,396 equities shall be paid to Lijun Xiao, the shareholder of Party A, and 1,461,396 equities shall be paid to Zhen Xiao, the shareholder of Party A.
3. Party B and Consumer capital group inc. shall transfer the aforesaid equities to the every one of Party A within 15 workdays from the date that Party A completes the formalities of change of equity, and complete the corresponding registration procedures of change of equity.
Article IV Declaration of Party A
1. Every one of Party A transfers the shares of Beijing Shenzhou Rongtong Investment Management Co., Ltd legally held by himself or herself on a voluntary basis.
2. All of the statements, explaination, or warranties, commitments made and all materials presented and handed over to Party B by every one of Party A in relation to this transaction are true, legal, and effective, without any fiction, forgery, concealment, omission and other inaccuracies.
3. Every one of Party A guarantees that Party B will not be subject to any rights barriers in any way or barriers threat with similar nature, after Party B receiving the shares transferred by Party A.
4. Every one of Party A enters into and performs this Agreement on the premise that they are entitled to all the lawful rights in relation to shares transfer. Every one of Party A signing up the Agreement and performing their rights and obligations under the Agreement, does not constitute the breach of the Articles of Incorporation of Party A and there is not any legal impediment or limitations.
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Article V Declaration of Party B
1. Party B accepts all the equities and assets transferred by Party A on a voluntary basis.
2. Party B enters into the Agreement and performs its rights and obligations under the Agreement on the premise that it has all the rights, and there is not any breaches of the Articles of Incorporation of Party B or legal impediment or limitations as well.
3. Party B guarantees that the meaning of the acceptance of such equities and all assets is true, and it has sufficient conditions and ability to fulfill this Agreement.
Article VI. Responsibility for Breach of the Agreement
1. If either party fails to perform its obligations in accordance with the provisions of this Agreement, the default party shall undertake the liability for breach of the Agreement in the following manner:
(i) Any losses to the other party caused by any party which arising out of violating the third and fourth article of this Agreement, the default party shall pay 50 thousand yuan of liquidated damages to the observant party.
(ii) If Party B fails to pay the equity transfer price to Party A promptly in accordance with the provisions of this Agreement, Party B shall bear the liquidated damages of 10% of the overdue amount.
2. The above provisions do not affect the right of observant party in accordance with the provisions of the laws, regulations or other terms of this Agreement to claim losses that cannot be compensated in accordance with the provisions of this article.
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Article VII. The Applicable Law and Dispute Settlement Clause
1. The conclusion, effectiveness, interpretation, performance and dispute resolution of the Agreement shall be governed by such laws as the Contract Law of the People's Republic of China and the Company Law of the People's Republic of China. If any contents of this Agreement is in conflict with the laws and regulations, the provisions of the laws and regulations shall prevail.
2. Any disputes related to or arising out of this Agreement should be settled through friendly negotiation of both parties firstly. In the event that disputes fails to be settled within 10 days, both parties are entitled to initiate a lawsuit to the People’s Court located in the place where the Agreement is entered into.
Article VIII Amendment, Modification and Supplement of the Agreement
Any amendment, modification and supplement of the Agreement shall agreed in written forms after negotiation of both parties and will come into force after official signature of both parties.
Article IX Special Agreement
Any existence, contents, publicity and announcement of fulfilment with regard to this Agreement shall be approved and agreed by Party B in written forms in advance, other than for the purpose of complying with the regulations of relevant laws.
Article X Miscellaneous
1. This Agreement shall be made in quadruplicate, each party holds one copy with the same legal force.
2. Matters not covered herein shall be agreed upon by the parties through signing the additional Supplementary Agreement.
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Party A:
Ruisong XU ___________________
Lijun XIAO ____________________
Zhen XIAO ____________________
Party B: American Arki Network Service
Beijing Co., Ltd
Legal Representative:
Date of Signing: November 17, 2017
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