Agora Holdings, Inc. (OTCMKTS:AGHI) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On January 18, 2019, the controlled subsidiary of Agora Holdings Inc. (the “Company”), eSilkroad Network Limited (“ESR”) of Hong Kong entered into a binding Term Sheet with Tianjin Eastraise Business Technology Co., Ltd. (“TEBT”) and its controlling shareholder, Ms. Wu Honghua (“Honghua”) in order to conclude an Investment Agreement and Strategic Partnership Agreement in the next thirty days, making TEBT the Company’s first strategic operating partner in China.
The agreed framework relative to the partnership and investment agreements included in the binding Term Sheet include the following key provisions:
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Acquisition by Hongua of 2,245 shares of ESR for total consideration of $1.6 M US Dollars payable by way of $600,000 in capital contribution and $1M in cash, which shareholdings, after the closing of the agreements will result in Honghua becoming a 10% stakeholder in ESR; |
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Agreement to expend US$1M during 2019 on marketing of the partnered ChinaExporter.com and eSilknet platforms in order to introduce the expanded services to the ChinaExporter.com userbase to secure an estimated 24,000 users during fiscal 2019; |
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A fee sharing partnership which will provide for the allocation of registration fees between TEBT and ESR based on a series of pricing thresholds for services to be provided on the eSilknet platform. Fees are annually recurring for use of the eSilknet platform. |
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TEBT and/or Honghua shall have a first right of refusal to acquire up to an additional 15% ownership in ESR on the same terms and conditions of any investment offer from investors in China. |
Following the completion of the transaction, the Company’s ownership interest in ESR will be reduced from 51% to 45.8% percent control.
A copy of the binding Term Sheet filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.
ITEM 8.01 OTHER EVENTS
The Company has issued a press release dated January 23, 2019 in respect of the transactions disclosed in Item 1.01 above.
A copy of the Press Release has been appended hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
10.1 Binding term sheet between eSilkroad Network Limited, Wu Honghua and Tianjin Eastraise Business Technology Co., Ltd.
99.1 Press release dated January 23, 2019.
Agora Holdings, Inc. Exhibit
EX-10.1 2 ex101.htm BINDING TERM SHEET BETWEEN ESILKROAD NETWORK LIMITED,…
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About Agora Holdings, Inc. (OTCMKTS:AGHI)
Agora Holdings, Inc. is a holding company with interests in the media and software applications. The Company, through its subsidiary Geegle Media Ltd. (Geegle), is engaged in the business of software development, specializing in Web, media and low-power television (lpTV) applications, as well as operating support billing software for Voice over Internet Protocol (VOIP) telephony. The Company is focusing its applications on television streaming for the European, Canadian and the United States markets. The Company focuses on the development and marketing of video software for Web television, which it manages through the domain www.geegle.tv. Geegle TV is an international, automated platform that can deliver content from any source into any country provided the Company has rights to that content. It provides Website development services and billing software services, along with customized domain services, including online marketing for these domains.