AND EXCHANGE COMMISSION
TO SECTION 13 OR 15(d) OF
SECURITIES EXCHANGE ACT OF 1934
of Report (Date of earliest event reported): June 8, 2020 (June 8, 2020)
FOODS HOLDINGS LTD.
name of registrant as specified in its charter)
or other jurisdiction
3102, Everbright Center,
of principal executive offices)
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):
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a - 12)|
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13d-4(c))|
registered pursuant to Section 12(b) of the Act:
of each Class
of each exchange on which registered|
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).
growth company [ ]
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. [ ]
1.01 Entry into a Material Definitive Agreement.
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.
9.01. Financial Statements and Exhibits.
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.
Foods Holdings Limited|
June 8, 2020
Xian Jun KONG |
Executive Officer, Chief Financial Officer and Director |