BAIYU Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
On August 21, 2024, Shenzhen Baiyu Jucheng Data Technology Co., Ltd. (深圳百誉巨成数据科技有限公司) (“Baiyu Jucheng”), a limited liability company organized under the laws of the People’s Republic of China (“PRC”) and an indirect wholly owned subsidiary of Baiyu Holdings, Inc. (the “Company”), entered into a share purchase agreement (the “SPA”) with Guangzhou Changmao Supply Chain Co., Ltd. (广州昌贸多供应链有限公司) (the “Seller”), a limited liability company organized under the laws of the PRC, and Shenzhen Jintong Source Energy Storage Technology Co., Ltd.( 深圳金通源储能科技有限公司) (the “Target”), a limited liability company organized under the laws of the PRC. The Seller is the record holder and beneficial owner of all of the equity interest of the Target. Pursuant to the SPA, Baiyu Jucheng agreed to pay the Seller an aggregate cash consideration of RMB750 million (approximately US$105 million), of which 60% will be paid to the Seller on or before October 31, 2024 and the remaining 40% will be paid to the Seller on or before March 31, 2025, and the Seller agreed to transfer to Baiyu Jucheng all of the equity interest of the Target. The Company intends to use the available cash on hand to pay such purchase price. The closing of this transaction is expected to occur in or around September 2024.
The parties to the SPA have each made customary representations, warranties and covenants, including, among other things, (a) the Seller and the Target are duly organized, validly existing and in good standing under the laws of PRC; (b) all parties are authorized to execute the SPA, (c) the absence of any undisclosed material adverse effects, and (d) the absence of legal proceedings that affect the completion of the transaction contemplated by the SPA.
The SPA is filed as Exhibit 10.1 to this Current Report on Form 8-K and such document is incorporated herein by reference. The foregoing disclosure of the SPA is only a brief description of the material terms of the SPA, and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibit.
Item 9.01 Financial Statement and Exhibits
(d) Exhibits
| 10.1 | Share Purchase Agreement entered into by and among Shenzhen Baiyu Jucheng Data Technology Co., Ltd., Guangzhou Changmao Supply Chain Co., Ltd., and Shenzhen Jintong Source Energy Storage Technology Co., Ltd., dated August 21, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| BAIYU HOLDINGS, INC. | ||
| Date: August 27, 2024 | By: | /s/ Renmei Ouyang |
| Name: | Renmei Ouyang | |
| Title: | Chief Executive Officer | |
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