Item 1.01 Entry into a Material Definitive Agreement.
On June 8, 2020, CHINA FOODS HOLDINGS LTD. ("we", "us" or the "Company"),
executed a Share Exchange Agreement ("the "Share Exchange Agreement") with Elite
Creation Group Limited, a private limited company organized under the laws of
British Virgin Islands ("ECGL"), and shareholders holding 100% of the issued and
outstanding securities of EGCL (collectively, the "EGCL Shareholders"). Pursuant
to the Share Exchange Agreement, we purchased 50,000 ordinary shares of EGCL
(the "EGCL Shares"), representing 100% of the issued and outstanding ordinary
shares of EGCL. As consideration, we agreed to issue to the EGCL Shareholders
15,000,000 shares of our common stock, at a value of US $0.32 per share, for an
aggregate value of US$4,800,000 (the "Shares"). The parties are entitled to
terminate the Share Exchange Agreement if closing has not occurred on or prior
to September 30, 2020. The consummation of the transactions contemplated in the
Share Exchange Agreement is subject to normal and customary conditions precedent
including, without limitation, satisfactory due diligence of ECGL by the
Company. It is our understanding that the ECGL Shareholders are not U.S. Persons
within the meaning of Regulations S. Accordingly, the Shares will be sold
pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of
1933, as amended, and Regulation S promulgated thereunder. The foregoing
description of the Share Exchange Agreement is qualified in its entirety by
reference to the Share Exchange Agreement, which is filed as Exhibit 10.1 to
this Current Report and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibit
Number Description of Exhibit
10.1 Share Exchange Agreement, dated June 8, 2020, by and between China
Foods Holdings Limited, Elite Creation Group Limited and certain
shareholders of Elite Creation Group Limited
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