Item 1.01 Entry Into A Material Definitive Agreement.
On March 27, 2023, Huaizhong Health Group Inc. (the "Company") entered into a
Share Exchange Agreement (the "Share Exchange Agreement") with Sannong Youxuan
(BVI) Limited ("Target"), and Sannong Youxuan Holdings Limited, the sole
shareholder of the Target (the "Seller"), pursuant to which, among other things
and subject to the terms and conditions contained therein, the Company agreed to
effect an acquisition of the Target by acquiring from the Seller 100% of the
ordinary shares issued and outstanding of the Target (the "Acquisition"). The
target is engaged in the business of software development, block chain
technology and mobile application development.
Pursuant to the Share Exchange Agreement, in exchange for the acquisition of
100% of the ordinary shares issued and outstanding of the Target, the Company
issued an aggregate of 1,000,000 shares of common stock, par value $0.001 per
share, of the Company (the "Exchange Shares") to the Seller. At the closing of
the Acquisition, the Company entered into a lock-up agreement with the Seller
with respect to the Exchange Shares, pursuant to which the Sellers agreed,
subject to certain exceptions, not to transfer the Exchange Shares, or publicly
disclose the intention to do so, from the closing of the Acquisition until the
six months anniversary of the closing (the "Lock-Up Agreement").
The Share Exchange Agreement contains customary representations and warranties
made by the Company, on the one hand, and the Target and the Seller on the other
hand, made solely for the benefit of the other, which in certain cases are
subject to specified exceptions and qualifications contained in the Share
Exchange Agreement or in information provided pursuant to certain disclosure
schedules to the Share Exchange Agreement.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On March 27, 2023, the Parties completed the transaction. Upon the closing of
the transaction, the Company acquired 100% shares issued and outstanding
ordinary shares of the Target and the Company issued 1,000,000 shares of common
stock to the Seller.
Item 5.06 Change in Shell Company Status
Prior to the acquisition of the Target on March 27, 2023, the Company was
considered a shell company. Effective on March 27, 2023, upon the closing of the
acquisition of the Target, the Company has changed its status as a shell company
and is no longer deemed to a shell company.
The operations of the Target were fully integrated into the Company since March
27, 2023. The Target was formed in 2016 and has been active in the business of
supplemental nutrition products distribution. Since the Target's acquisition by
the Company, the Target has continued to its operations.
As a result of the continuing operations of the Target as a wholly owned
subsidiary of the Company, the Company has become an operating entity and, thus,
not an entity with "no or nominal operations". Therefore, the Company no longer
meets the SEC definition of a Shell Company.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1* Share Exchange Agreement, dated as of March 27, 2023, by and among
Huaizhong Health Group Inc., Sannong Youxuan (BVI) Limited and
Sannong Youxuan Holdings Limited.
10.2 Form of Lock-Up Agreement.
* The exhibits and schedules to this Exhibit have been omitted in accordance
with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish
supplementally a copy of all omitted exhibits and schedules to the Securities
and Exchange Commission upon its request.
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