Item 5.07 Submission of Matters to a Vote of Security Holders.
On October 1, 2020, Victory Commercial Management, Inc., a Nevada corporation
("we" or the "Company") entered into a sale and purchase agreement with Victory
Commercial Investment Ltd., a BVI limited liability company and the wholly-owned
subsidiary of the Company ("VCI") and Sino Pride Development (HK) Limited, a
private company limited by shares incorporated in Hong Kong (the "Purchaser"),
to sell all the equity interest in Sino Pride Development Limited ("Sino
Pride"), a Hong Kong company and wholly-owned subsidiary of VCI, to the
Purchaser, in exchange a total consideration of HK$1.00 (the "Disposition of
Sino Pride"). The Disposition of Sino Pride includes the sale all of the equity
interest of Sino Pride's then subsidiaries (immediately after the restructuring
transaction as disclosed below), including Dalian Victory Plaza Development Co.,
Ltd., a PRC company, and Dalian Victory Business Management Co., Ltd., a PRC
company.
On October 1, 2020 and immediately prior to the Disposition of Sino Pride, Sino
Pride entered into a sale and purchase agreement with Hong Kong Sino Pride
Development Limited ("HK SP") to sell all the equity interests in Dalian Victory
Property Management Co., Ltd. ("DVPM"), a PRC company and a subsidiary of Sino
Pride, to HK SP, for a total consideration of HK$1.00. Concurrently, VCI entered
into a sale and purchase agreement with the shareholder of HK SP to purchase all
the equity interests in HK SP for HK$1.00. Prior to the transaction, HK SP was
controlled by our CEO and formed for the purpose of completing the restructuring
transaction. After the transactions, VCI owns all the equity interests in HK SP
which in turn owns all the equity interests of DVPM ("Restructuring of DVPM").
The board of directors and all the stockholders of the Company holding an
aggregate of 21,711,000 shares of common stock, representing 100% of the total
issued and outstanding shares as of October 1, 2020 took action by written
consent to approve the Disposition of Sino Pride.
The closing of the disposition transaction is pending upon filing with and
approval by U.S. and local (Hong Kong) regulatory agencies, if applicable;
however, which shall be no later than 45 days of the execution of the sale and
purchase agreement.
The foregoing description of the sale and purchase agreement, is qualified in
its entirety by reference to the provisions of the agreement filed as Exhibit
10.1 to this report, which are incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
Exhibit 10.1 Sale and Purchase Agreement, dated October 1, 2020
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