UNI LINE CORP. (OTCMKTS:ULNV) Files An 8-K Entry into a Material Definitive Agreement
Item1.01. Entry into a Material Definitive Agreement.
On December16, 2016, Uni Line Corp., or the Company, entered into
a share purchase agreement (the Purchase Agreement) with Porter
Group Limited, a Republic of Seychelles company (PGL), and
shareholders holding all issued and outstanding shares of PGL
(the PGL Shareholders), to which the Company has agreed to
acquire all issued and outstanding shares of PGL (Share
Acquisition). Under the terms of the Purchase Agreement, the
Company will pay the PGL Shareholders an aggregate of $40.0
million in consideration of the Share Acquisition, consisting of
$40.0 million in shares of the Companys common stock, represented
by 500,000,000 shares of the Companys common stock to be issued
at closing on or before June18, 2017, par value 0.001 per share
(Company Common Stock). The total number of issued and
outstanding common stock of the Company is now 8,110,000.
The shares of Company Common Stock to be issued to the PGL
Shareholders as purchase price for the Share Acquisition will be
issued to the PGL Shareholders without registration under the
Securities Act of 1933, as amended (the Securities Act), in
reliance upon the exemption from the registration requirements of
the Securities Act afforded by Section4(a)(2)of the Securities
Act or Regulation D promulgated under the Securities Act.
The Purchase Agreement contains customary representations,
warranties and covenants. The Purchase Agreement also contains
customary closing conditions, including, among others, the
requisite consent to the adoption of the Share Acquisition and
issuance of the Company Common Stock by the shareholders of the
Company, and the provision of a valuation report of PGL and a
full and up-to-date audit of the financial position of PGL, both
satisfactory to the Company.
The foregoing description of the Purchase Agreement does not
purport to be complete and is qualified in its entirety by
reference to the Purchase Agreement, which is filed as Exhibit2.1
to this Current Report on Form8-K and is incorporated herein by
reference.
The Purchase Agreement has been attached to this Current Report
on Form8-K to provide investors with information regarding its
terms. The Purchase Agreement is not intended to provide any
other factual information about the Company. The representations,
warranties and covenants contained in the Purchase Agreement were
made only for purposes of the Purchase Agreement as of the
specific dates therein, were solely for the benefit of the
parties to the Purchase Agreement, may be subject to limitations
agreed upon by such contracting parties, including being
qualified by confidential disclosures made for the purposes of
allocating contractual risk among such parties to the Purchase
Agreement instead of establishing these matters as facts, and may
be subject to standards of materiality applicable to such
contracting parties that differ from those applicable to
investors. Investors are not third-party beneficiaries under the
Purchase Agreement and should not rely on the representations,
warranties and covenants or any descriptions thereof as
characterizations of the actual state of facts or condition of
the parties thereto. Moreover, information concerning the subject
matter of representations and warranties may change after the
date of the Purchase Agreement, which subsequent information may
or may not be fully reflected in the Companys public disclosures.
Item 3.02. Unregistered Sales of Equity
Securities
The information contained in Item 1.01 is hereby incorporated
into this Item 3.02. In accordance with the Purchase Agreement,
the full amount of consideration to be delivered to the PGL
Shareholders consists of 500,000,000 shares of Company Common
Stock to be issued at closing. This issuance of these shares of
Company Common Stock is expected to be made in reliance on one or
more of the following
exemptions or exclusions from the registration requirements of
the Securities Act: Section4(a)(2)of the Securities Act or
Regulation D promulgated under the Securities Act.
Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain
Officers.
Officer Resignation
On December16, 2016, Chen Jun notified the Company of his
decision to resign as the Companys President, Chief Executive
Officer, Chief Financial Officer, Treasurer, Secretary and as
Chairman of the board of directors of the Company (the Board)
effective December19, 2016. The Board accepted Mr.Chens
resignation as the Companys President, Chief Executive Officer,
Chief Financial Officer, Treasurer, Secretary and as Chairman
of the board of directors of the Company on the same date.
Mr.Chen will continue to serve as a member of the Board.
Officer Appointment
On December16, 2016, Mr.Chen Zonghua consented to be appointed
and was appointed President, Chief Executive Officer, Chief
Financial Officer, Treasurer and Secretary of the Company
effective December19, 2016. Mr.Chen, age 41, has served as
general manager, corporate representative and executive
director in Shenzhen Porter City Investment Management
Co.,Ltd., located in Luohu District, Shenzhen, Guangdong
Province, China, since May2013 with responsibilities including
site selection and promotion of Porter City – O2O Industry and
Trade Financial Platform project. From September2010 to
April2013, Mr.Chen served as executive general manager in
Shenzhen Porter Warehouse E-commerce Co.,Ltd., located in Luohu
District, Shenzhen, Guangdong Province, China, with
responsibilities including the development of O2O (online to
offline) business model. Mr.Chen holds a College Diploma in
Accounting from Shenzhen University and a Postgraduate Diploma
in Economics from Guangdong Academy of Social Sciences.
There are no family relationships between Mr.Chen and any
director, executive officer, or other employee of the Company.
Mr.Chen is a general manager, corporate representative and
executive director in Shenzhen Porter City Investment
Management Co.,Ltd. which is a wholly-owned subsidiary of PGL
and is also a shareholder of PGL. to the Purchase Agreement
disclosed in Item 1.01 of this report, at closing of the Share
Acquisition, Mr.Chen will receive $2.4 million as consideration
to be paid by the Company for acquisition of his equity
ownership in PGL, represented by 30,000,000 shares of Company
Common Stock to be issued to Mr.Chen at closing.
Increase of Board Size and Election of Directors
On December16, 2016, the shareholders of the Company holding
more than a majority of the voting power approved and adopted
resolutions by signing a written consent without a meeting to
increase the size of the Board from one member to five members
and to elect Chen Zonghua and Cong Maozi to be members of the
Board, effective December19, 2016. Mr.Chen was also appointed
to be the Chairman of the Board. As of the date of this report,
there has been no determination as to the appointment of
Mr.Chen or Mr.Cong to any committees of the Board.
There are no family relationships between Mr.Cong and any
director, executive officer, or other employee of the Company.
Mr.Cong is a shareholder of PGL. to the Purchase Agreement
disclosed in Item 1.01 of this report, at closing of the Share
Acquisition, Mr.Cong will receive $1.2 million as consideration
to be paid by the Company for acquisition of his equity
ownership in PGL, represented by 15,000,000 shares of Company
Common Stock to be issued to Mr.Cong at closing.
Item9.01. Financial Statements and Exhibits.
(d)Exhibits
|
ExhibitNo. |
|
Description |
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2.1* |
Share Purchase Agreement dated December16, 2016, by and |
* The schedules and exhibits to the Share Purchase Agreement
have been omitted from this filing to Item 601(b)(2)of
Regulation S-K. Uni Line Corp. will furnish copies of any such
schedules and exhibits to the Securities and Exchange
Commission upon request.
About UNI LINE CORP. (OTCMKTS:ULNV)
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