8-K

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 Exchange Act of 1934 

Date of report (Date of earliest event reported): May 24, 2018

SHARING ECONOMY INTERNATIONAL INC.

(Exact name of registrant as specified in Charter)

Nevada	001-34591	90-0648920
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(IRS Employee Identification No.)

No. 9 Yanyu Middle Road

Qianzhou Village, Huishan District, Wuxi City

Jiangsu Province, People’s Republic of China

(Address of Principal Executive Offices)

(86) 51083397559

(Registrant’s Telephone number)

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 (see General Instruction A.2. below):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

☐    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 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.

On May 24, 2018, Sharing Economy Investment Limited (“SEIL”), a wholly owned subsidiary of Sharing Economy International Inc. (the “Company”), entered into an amendment to a license agreement, dated May 8, 2018 (the “Amendment”) with ECrent Capital Holdings Limited (“ECrent”). In accordance with the terms of the Amendment, ECrent shall grant SEIL an exclusive license to utilize certain software and trademarks in order to develop, launch, operate, commercialize, and maintain an online website platform in Taiwan, Thailand, India, Indonesia, Singapore, Malaysia, Philippines, Vietnam, Cambodia, Japan, and Korea until June 30, 2019. In consideration for the license, the Company shall grant ECrent 250,000 shares of common stock (the “Consideration Shares”), at an issue price of US$4.30 per share, on the closing date of the Agreement. Pursuant to the terms of the Agreement, ECrent shall provide a guarantee on revenue and profit of US$10,000,000 and US$1,940,000, respectively. The Consideration Shares shall be reduced on a pro rata basis if there is a shortfall in the guaranteed revenue and/or profit.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, which is incorporated herein by reference and attached hereto as Exhibit 10.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Amending Agreement, dated May 24, 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.

Date: May 24, 2018	Sharing Economy International Inc.
	By:	/s/ Jianhua Wu
		Jianhua Wu
		Chief Executive Officer

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EX-10.1

Exhibit 10.1

THIS AMENDING AGREEMENT is made the 24^th day of May, 2018

BETWEEN:

(1) ECRENT CAPITAL HOLDINGS LIMITED, a company incorporated in the British Virgin Islands and whose registered office is at Sea Meadow House, Blackburne Highway, (P.O. Box 116), Road Town, Tortola, British Virgin Islands (the “Licensor”); and

(2) SHARING ECONOMY INVESTMENT LIMITED, a company incorporated in the British Virgin Islands and whose registered office is at Sea Meadow House, Blackburne Highway, (P.O. Box 116), Road Town, Tortola, British Virgin Islands (the “Licensee”).

WHEREAS:

(A) The Licensor and the Licensee have entered into a license agreement dated 8^th May 2018 (the “Original Agreement”) and they now wish to amend the Original Agreement as appears below.

(B) The Licensor and the Licensee both intend for this amending agreement to be deemed to have taken effect from 24^th May 2018.

IT IS HEREBY AGREED as follows:

1. STATUS OF THIS AMENDING AGREEMENT

1.1. This amending agreement is supplemental to the Original Agreement. Except as expressly amended by this amending agreement, the Original Agreement shall remain in full force and effect.

1.2. Terms defined in the Original Agreement shall have the same meaning in this amending agreement unless otherwise provided by this amending agreement.

2. AMENDMENTS

2.1. Clause 7.1 of the Original Agreement shall be deleted in its entirety and replaced with the following words:

“Subject to Clause 7.2, and in consideration of and as payment in full for the rights and licenses hereby granted and the services provided by the Licensor in accordance with this Agreement, the Licensee shall issue to the Licensor 250,000 shares in SEII at the Issued Price of US$4.30 per share (the “Issued Shares”).”

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2.2. Clause 8.1 of the Original Agreement shall be deleted in its entirety and replaced with the following words:

“The Licensor guarantees that the Business will generate revenue of US$10,000,000 (the “Guaranteed Revenue”) and gross profit of US$1,940,000 (the “Guaranteed Gross Profit”) for the Term.”

2.3. Clause 8.2(a) of the Original Agreement shall be deleted in its entirety and replaced with the following words:

“in the event that the Business fails to generate the Guaranteed Revenue only, the Licensor shall, no later than one (1) calendar month after the issue of SEII’s quarterly results for the second quarter of 2019, return to the Licensee such proportion of the Issued Shares as is equal to the ratio of the amount of shortfall in revenue for the Term to the Guaranteed Revenue; or pay to the Licensee an amount equivalent to such proportion of Issued Shares at the Issued Price in cash, the choice of which will be made by the Licensee at its sole and absolute discretion;”

2.4. Clause 8.2(b) of the Original Agreement shall be deleted in its entirety and replaced with the following words:

“in the event that the Business fails to generate the Guaranteed Gross Profit only, the Licensor shall, no later than one (1) calendar month after the issue of SEII’s quarterly results for the second quarter of 2019, return to the Licensee such proportion of the Issued Shares as is equal to the ratio of the amount of shortfall in gross profit for the Term to the Guaranteed Gross Profit; or pay to the Licensee an amount equivalent to such proportion of Issued Shares at the Issued Price in cash, the choice of which will be made by the Licensee at its sole and absolute discretion; or”

2.5. Clause 12.1 of the Original Agreement shall be deleted in its entirety and replaced with the following words:

“The Term of this Agreement shall be effective on the date the conditions precedent set forth in Clause 7.2 have been satisfied (the “Effective Date”) and continue in effect until 30 June 2019 (the “Expiration Date”) unless terminated earlier in accordance with any of the express provisions of this Agreement.”

3. FURTHER AGREEMENT

3.1. The provisions of Clauses 15 and 17 of the Original Agreement shall apply to this amending agreement, mutatis mutandis, as if incorporated in full herein.

3.2. This amending agreement shall be deemed to have taken effect from 24^th May 2018 to the effect that:

(a) all rights arising from or in connection with the Original Agreement in its original form which may have accrued from 24^th May 2018 to the date of execution of this agreement shall be waived; and

(b) all rights and obligations arising from or in connection with the Original Agreement as amended by this amending agreement shall have taken effect and started to accrue from 24^th May 2018.

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IN WITNESS whereof this amending agreement has been executed by or on behalf of the parties as a deed.

SEALED WITH THE COMMON SEAL of ECRENT CAPITAL HOLDINGS LIMITED    and SIGNED by CHAN TIN CHI  Title: Director  for and on behalf of  ECRENT CAPITAL HOLDINGS LIMITED  Date: 24^th May 2018 )  )  )

Witnessed by 

Signature of witness:________________

SEALED WITH THE COMMON SEAL of
SHARING ECONOMY INVESTMENT LIMITED and SIGNED by PING KEE LAU  Title: Director  for and on behalf of  SHARING ECONOMY INVESTMENT LIMITED Date: 24^th May 2018 )  )  )

Witnessed by

Signature of witness:________________

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