SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
April 17, 2018 (April 11, 2018)
TMSR Holding Company Limited
(Exact name of Company as specified in charter)
(State or other jurisdiction of
||(Commission File No.)
||(IRS Employer |
A101 Hanzheng Street City Industry Park,
No.21 Jiefang Avenue, Qiaokou District, Wuhan,
Hubei, China 430000
(Address of Principal Executive Offices)
(Company’s Telephone number including
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the Company under any of the following provisions (see General Instruction A.2.
||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 o
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. o
|Item 1.01||Entry into a Material Definitive Agreement|
On April 11, 2018, TMSR
Holding Company Limited (“TMSR” or the “Company” or “Party D”), Shengrong Environmental Protection
Technology (Wuhan) Co. Ltd. (“Shengrong WFOE”) and Hubei Shengrong Environmental Protection Energy-Saving Science
and Technology Co. Ltd.(“Hubei Shengrong”), both of which are the Company’s indirectly owned subsidiaries (collectively
“Purchasers”) , entered into a Share Purchase Agreement (the “Purchase Agreement”) with Long
Liao, Chunyong Zheng, Wuhan Modern Industrial Technology Research Institute, and Hubei Zhonggong Materials Group Co., Ltd. (collectively
“Sellers” ) and Wuhan HOST Coating Materials Co., Ltd. (“Wuhan HOST”), a company incorporated in China
engaging in the research and development, production and sale of coating materials. Pursuant to the Purchase Agreement, the Purchasers
acquired all of the outstanding equity interests of Wuhan Host (the “Acquisition”).
In exchange for the transfer
of 100% equity interest of Wuhan Host, Purchasers shall pay a total consideration of US$ 11.2 million (“Total Consideration”),
of which US$ 5.2 million or RMB equivalent shall be paid in cash (“Cash Consideration”) and US$ 6 million shall be
paid in such number shares of common stock (“Common Stock”), par value $0.0001, of TMSR (“Share Consideration”).
The Parties agree the Share Consideration shall be an aggregate of 646,552 shares of commons stocks of Party D which is based
on the closing price of US$9.28 on March 27, 2018. The Share Consideration shall be issued in three equal installments, which
shall be subject to lock-up of 12, 24 and 36 months, respectively. The Purchase Agreement contains representations, warranties
and covenants customary for acquisition of this type.
The Acquisition is expected
to close by June 10, 2018 and the completion of the Acquisition is subject to various closing conditions, including but not limited
to (i) no material adverse change to the business or financial condition of Wuhan Host, (ii) Sellers’ delivery of financial
and accounting statements that accurately and completely reflect the Party C’s assets, liabilities and profitability and/or
losses, and (iii) absence of any disposal of Wuhan Host’s substantive assets.
The foregoing description
of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of
the Purchase Agreement, which is filed as Exhibit 10.1 hereto.
|Item 2.01||Completion of Acquisition or Disposition of Assets.|
Reference is made to Item
1.01 of this Current Report on Form 8-K regarding the Purchase Agreement. The disclosure contained in Item 1.01 with respect to
the Purchase Agreement is hereby incorporated by reference in its entirety into this Item 2.01.
Statements and Exhibits|
(a) Financial statements of businesses acquired.
The financial statements required to be filed as part of this report
will be filed by an amendment to this Current Report on Form 8-K as soon as practicable, but not later than 71 days after this
Current Report is required to be filed.
(b) Pro Forma Financial Statements.
The pro forma financial information required to be filed as part
of this report will be filed by an amendment to this Current Report on Form 8-K as soon as practicable, but not later than
71 days after this Current Report is required to be filed.
||Share Purchase Agreement by and among, TMSR Holding Company Limited, Shengrong Environmental Protection Technology (Wuhan) Co., Ltd., Hubei Shengrong Environmental Protection Energy-Saving Science and Technology Co. Ltd., Long Liao, Chunyong Zheng, Wuhan Modern Industrial Technology Research Institute, Hubei Zhonggong Materials Group Co., Ltd., and Wuhan Host Coating Materials Co., Ltd., dated April 11, 2018 |
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
||TMSR Holding Company Limited|
|Date: April 17, 2018
||/s/ Jiazhen Li|
||Share Purchase Agreement entered into between TMSR Holding Company Limited and , Shengrong Environmental Protection Technology (Wuhan) Co., Ltd., Hubei Shengrong Environmental Protection Energy-Saving Science and Technology Co. Ltd., Long Liao, Chunyong Zheng, Wuhan Modern Industrial Technology Research Institute, Hubei Zhonggong Materials Group Co., Ltd., and Wuhan HOST Coating Materials Co., Ltd., dated April 11, 2018|