Attached files
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EX-99.1 - EXHIBIT 99.1 - Planet Green Holdings Corp. | exhibit99-1.htm |
EX-3.1 - EXHIBIT 3.1 - Planet Green Holdings Corp. | exhibit3-1.htm |
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): October 2, 2018 (September 26, 2018)
PLANET GREEN HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
Nevada | 001-34449 | 87-0430320 |
(State or other jurisdiction | (Commission File Number) | (I.R.S. Employer Identification |
of incorporation or organization) | Number) |
Beihuan Zhong Road Junan County | |
Shandong, China | 276600 |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (86) 539-7317959
American Lorain Corporation
(Former
name or former address, if changed since last report)
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 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 2.01. Completion of Acquisition or Disposition of Assets.
Financing
As previously reported in the Quarterly Report on Form 10-Q filed on August 14, 2018 (the Form 10-Q) by Planet Green Holdings Corp. f/k/a American Lorain Corporation (the Company), on August 8, 2018, the Company entered into an amended and restated securities purchase agreement with Yimin Jin, the Companys chief strategy officer and director, and Hongxiang Yu, the Companys chairman (collectively, the Purchasers), pursuant to which the Purchasers agreed to invest an aggregate of $10 million in the Company in exchange for an aggregate of 58,823,530 shares of the Companys common stock, representing a purchase price of $0.17 per share (the Financing). The closing of the Financing was made subject to receipt of stockholder approval of the Financing.
On September 26, 2018, the Companys stockholders approved the Financing and related proposals at an annual meeting of stockholders (the Annual Meeting) as described in more detail in Item 5.07 below.
Sale Transaction
As previously reported in the Form 10-Q, on August 8, 2018, the Company, Si Chen, and the Companys direct and indirect subsidiaries, Planet Green Holdings Corp., 100% owned by the Company (Planet Green), Junan Hongrun Foodstuff Co., Ltd. (Junan), Shandong Lorain Co., Ltd. (Shandong Lorain), International Lorain Holdings, Inc., 100% owned by the Company (ILH), Shandong Greenpia Foodstuff Co., Ltd. (Shandong Greenpia), Beijing Lorain Co., Ltd. (Beijing Lorain) and Luotian Lorain Co., Ltd. (Luotian Lorain) entered into a share exchange agreement (the Sale Agreement). The Sale Agreement provided for:
-
the sale of 100% of the equity interest in ILH by the Company to Mr. Chen (the Disposition); and
-
the purchase of (A) 50% of the issued and outstanding shares of Shandong Greenpia, (B) 30% of Beijing Lorain and (C) 100% of the issued and outstanding shares of Luotian Lorain (collectively, the Planet Green Shares) by Planet Green from ILH (the Exchange and, collectively with the Disposition, the Sale Transaction).
The closing of the Sale Transaction was subject to customary closing conditions, including receipt of stockholder approval of the Sale Transaction.
On September 26, 2018, the Companys stockholders approved the Sale Transaction and related proposals at the Annual Meeting as described in more detail in Item 5.07 below. On September 28, 2018, the Company closed the Sale Transaction.
Acquisition Transaction
As previously reported in the Current Report on Form 8-K filed on September 26, 2018 by the Company, on September 25, 2018, the Company and Shanghai Xunyang Internet Technology Co., Ltd. (the Subsidiary), a subsidiary of the Company, entered into a Share Exchange Agreement (the Acquisition Agreement) with Taishan Muren Agriculture Co. Ltd., a limited liability company registered in China (Target), and Shenzhen Jiamingrui New Agriculture Co., Ltd., a limited liability company registered in China (the Seller), the sole shareholder of the Target, pursuant to which, among other things and subject to the terms and conditions contained therein, the Subsidiary agreed to effect an acquisition of Target by acquiring from the Seller all outstanding equity interests of Target (the Acquisition Transaction). Target grows various spice plants and fruit trees and sells such products in China.
Pursuant to the Acquisition Agreement, in exchange for the transfer of all of the outstanding shares of Target to the Subsidiary, the Company agreed to issue 10,000,000 shares of the Companys common stock to the Seller. The closing of the Acquisition Transaction was made subject to receipt of stockholder approval of the Financing and the Sale Transaction.
On September 28, 2018, the Company closed the Acquisition Transaction.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 2.01 above relating to the issuance of the securities in the Acquisition Transaction is incorporated herein by reference. The issuance of the securities was exempt from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 26, 2018, at the Annual Meeting, the Companys stockholders elected Hongxiang Yu, Yimin Jin, Yuguo Zhang, Yilei Shao and Guangming Fang to serve as directors of the Company for one-year terms, expiring at the Companys 2019 annual meeting. Hongxiang Yu was also elected to serve as the Chairman of the Companys board of directors (the Board). As of September 26, 2018, Si Chen and Maoquan Wei are no longer members of the Board.
On September 27, 2018, Si Chen resigned as the Companys Chief Executive Officer and President, and Yunqiang Sun resigned as the Companys Chief Financial Officer.
On September 27, 2018, the Board appointed Hongxiang Yu to serve as the Chief Executive Officer and President of the Company and Yu Li as the Chief Financial Officer.
Hongxiang Yu, 39, has served as a director of the Company since August 2016. Mr. Yu has served as the head of the internal auditing department of Hongrun Construction Group Co., Ltd., a company listed on the Shenzhen Stock Exchange, and as general manager for Hongruns foundation engineering subsidiary, since August 2006. In September 2015, Mr. Yu established, and has been the Chairman of, Shanghai Highlights Asset Management Co., Ltd., a company engaged in assets management and private equity investment in China. Since April 2016, Mr. Yu has also served as the Vice Chairman of Tianjin Dragon Film Limited, a company engaged in investment in film industry including the both upstream and downstream chain of film production business in China. Mr. Yu received his Bachelor degree in International Trade in 2004 from University of Portsmouth in the United Kingdom and his Master degree in International Human Resources Management in 2006 from University of Portsmouth. Mr. Yu is well qualified to serve on the Board because of his extensive management experience.
Yu Li, 26, has been as an asset management intern at Shenwan Hongyuan Securities since December 2017. In August and September 2017, she was an associate intern at China Investment Consulting. From November 2014 to June 2015, she was a part time assistant at McKinsey & Company. She received her Bachelor degree in Accounting and Financial Studies in 2014 from University of Central Lancashire in the UK and her Master degree in Management in 2017 from Warwick University.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 28, 2018, the Company filed a Certificate of Amendment (the Certificate of Amendment) to its Articles of Incorporation (as amended, the Charter) with the Secretary of State of the State of Nevada to: (i) change the Companys name from American Lorain Corporation to Planet Green Holdings Corp. and (ii) effect a reverse stock split of its common stock at a ratio of twenty-five-for-one (25-for-1).
Item 5.07. Submission of Matters to a Vote of Security Holders.
On September 26, 2018, the Company held the Annual Meeting, at which stockholders (i) elected Hongxiang Yu, Yimin Jin, Yuguo Zhang, Yilei Shao and Guangming Fang to serve as directors of the Company (the Director Election Proposal), (ii) approved the Financing pursuant to the rules of the NYSE American (the Issuance Proposal), (iii) approved certain proposed changes to the Charter (the Charter Amendment Proposals), (iv) approved the Sale Agreement (the Sale Proposal), and (v) ratified the appointment of WWC, P.C. as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2018.
Set forth below are the final voting results for each of the proposals:
Proposal 1 Director Election Proposal
Stockholders were asked to consider and vote upon the election of Hongxiang Yu (Chairman), Yimin Jin, Yuguo Zhang, Yilei Shao and Guangming Fang to serve as directors of the Company. The voting results were as follows:
Director | Votes For | Withheld | Broker Non-Votes | |||
Hongxiang Yu | 52,493,654 | 92,683 | 5,112,642 | |||
Yimin Jin | 52,493,554 | 92,783 | 5,112,642 | |||
Yuguo Zhang | 52,418,083 | 168,254 | 5,112,642 | |||
Yilei Shao | 52,493,603 | 92,734 | 5,112,642 | |||
Guangming Fang | 52,493,603 | 92,734 | 5,112,642 |
Proposal 2 Issuance Proposal
Stockholders were asked to consider and vote upon a proposal to approve the Financing. The voting results were as follows:
Votes For | Votes Against | Withheld | Broker Non-Votes | |||
41,545,495 | 176,661 | 10,864,181 | 5,112,642 |
Charter Amendment Proposals (Proposals 3 and 4)
Proposal 3 Name Change Proposal
Stockholders were asked to consider and vote upon a proposed amendment to the Charter to change the Companys name from American Lorain Corporation to Planet Green Holdings Corp. The voting results were as follows:
Votes For | Votes Against | Withheld | Broker Non-Votes | |||
45,861,336 | 910,609 | 10,927,034 | - |
Proposal 4 Reverse Stock Split Proposal
Stockholders were asked to consider and vote upon a proposed amendment to the Charter to effect a reverse stock split of the Companys common stock at a ratio not less than ten-for-one (10-for-1) and not greater than twenty five-for-one (25-for-1). The voting results were as follows:
Votes For | Votes Against | Withheld | Broker Non-Votes | |||
40,228,021 | 2,360,663 | 15,110,295 | - |
Proposal 5 Sale Transaction Proposal
Stockholders were asked to consider and vote upon a proposal to approve the Sale Transaction. The voting results were as follows:
Votes For | Votes Against | Withheld | Broker Non-Votes | |||
41,496,692 | 207,212 | 10,882,433 | 5,112,642 |
Proposal 6 Ratification of the Appointment of WWC, P.C. Proposal
Stockholders were asked to consider and vote upon a proposal to ratify the appointment of WWC, P.C. as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2018. The voting results were as follows:
Votes For | Votes Against | Withheld | Broker Non-Votes | |||
46,558,913 | 285,500 | 10,854,566 | - |
Item 7.01 Regulation FD Disclosure.
On September 28, 2018, the Company issued a press release announcing the results of Annual Meeting, as well as the name change and reverse split ratio. A copy of the press release issued by the Company is attached hereto as Exhibit 99.1. The information in this Item 7.01 and Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities, nor shall it be deeded to be incorporated by reference in any filing under the Securities Act or Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(a) |
The financial statements required by this Item 9.01(a) will be filed by amendment to this Current Report on Form 8-K no later than 71 days after the date of this Current Report. | |
(b) |
The pro forma financial information required by this Item 9.01(b) will be filed by amendment to this Current Report on Form 8-K no later than 71 days after the date of this Current Report. |
(d) Exhibits
Exhibit No. | Description | |
3.1 | Certificate of Amendment | |
99.1 | Press Release, dated September 28, 2018 |
SIGNATURE
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.
Dated: October 2, 2018 | PLANET GREEN HOLDINGS CORP. |
By: /s/ Hongxiang Yu | |
Name: Hongxiang Yu | |
Title: Chief Executive Officer |