UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): January 3, 2018 (December 29, 2017)
China Commercial Credit, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36055 | 45-4077653 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
No.1 Zhongying Commercial Plaza,
Zhong Ying Road,
Wujiang, Suzhou,
Jiangsu Province, China
(Address of Principal Executive Offices)
(86-0512) 6396-0022
(Issuer’s telephone number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate 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).
Emerging growth company ☐
If 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. ☐
Item 1.02 Termination of a Material Definitive Agreement.
On December 29, 2017, China Commercial Credit, Inc. (the” Company”) received a notice (“Termination Notice”) from Sorghum Investment Holdings Ltd. (“Sorghum”) notifying the Company that the Share Exchange Agreement (“Agreement”) dated August 9, 2017 by and among the Company, Sorghum and shareholders of Sorghum is being terminated based on Sorghum’s allegation that the Company’s filing of the Current Report on Form 8-K on December 27, 2017 constituted a breach of the Agreement.
The Company reserves the right to seek all damages and remedies available including but not limited to seeking the Termination Fee under Section 9.4 of the Agreement, as well as all costs and expenses (including attorney fees) resulting from any breach of the Agreement.
Forward-Looking Statements:
Certain statements in this Current Report on Form 8-K contain forward-looking statements regarding, among other things, the Company’s plans, strategies and prospects, both business and financial. Although the Company believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, the Company cannot assure you that we will achieve or realize these plans, intentions or expectations. Many of the forward-looking statements contained in this presentation may be identified by the use of forward-looking words such as “believe”, “expect”, “anticipate”, “should”, “planned”, “will”, “may”, “intend”, “estimated”, “aim”, “on track”, “target”, “opportunity”, “tentative”, “positioning”, “designed”, “create”, “predict”, “project”, “seek”, “would”, “could”, “continue”, “ongoing”, “upside”, “increases” and “potential”, among others. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this presentation are set forth in other reports or documents that we file from time to time with the SEC, and include, but are not limited to:
| ● | the occurrence of any event, change or other circumstances that could give rise to the termination of the Agreement; |
| ● | the ability to obtain and/or maintain the listing of Sorghum’s common stock on NASDAQ following the transactions contemplated by the Agreement ; |
| ● | management of growth; |
| ● | changes adversely affecting the business in which the Company is engaged; |
| ● | general economic conditions; |
| ● | the Company’s business strategy and plans; and |
| ● | and the other factors summarized under the section entitled “Risk Factors” in its SEC filings. |
You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Current Report. Except to the extent required by applicable laws and regulations, the Company has no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement or to reflect the occurrence of unanticipated events.
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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.
| CHINA COMMERCIAL CREDIT, INC. | ||
| Date: January 3, 2018 | By: | /s/ Long Yi |
| Name: | Long Yi | |
| Title: | Chief Financial Officer | |
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