Current Report Filing (8-k)
10 Januar 2019 - 11:20PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): January 10, 2019 (January 4, 2019)
Jialijia Group Corporation Limited
(Exact Name of Registrant as Specified
in Its Charter)
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Nevada
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333- 209900
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35-2544765
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Commission File
Number)
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I.R.S. Employer
Identification No.
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Room 402, Unit B, Building 5,
Guanghua Community
Guanghua Road, Tianning District, Changzhou
City, Jiangsu Province, China 213000
(Address of principal executive offices)
Registrant’s telephone number,
including area code:
(86-519) 8980-1180
Not Applicable
(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 of 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 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. ☒
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ITEM 1.01
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ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
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As previously disclosed, on December 15, 2018, Jialijia Group Corporation
Limited (the “Company”) entered into a reorganization agreement (the “Original Reorganization Agreement”)
with Shenzhen Wenchuan Industrial Corporation, Ltd. (“Shenzhen Wenchuan”), pursuant to which, among other matters,
and subject to the satisfaction of the conditions set forth in the Reorganization Agreement, the Company shall purchase 70% of
the equity capital of Shenzhen Wenchuan and 70% of the equity capital of Hunan Rucheng Wenchuan Gas Corporation, Ltd. (“Hunan
Wenchuan”), which is wholly held by Shenzhen Wenchuan. Pursuant to the Reorganization Agreement, Shenzhen Wenchuan shall
receive (i) RMB ¥12,000,000 in cash, and (ii) 16,571 shares of the Company’s common stock. The respective boards of directors
of the Company and Shenzhen Wenchuan have each unanimously approved the Reorganization Agreement.
On January 9, 2019, the Company and Shenzhen Wenchuan entered into an Amendment
to Reorganization Agreement (the “Amendment”). The Amendment, among other things, included the parties’ acknowledgment
that Section 1 of the Original Reorganization Agreement should be revised in its entirety. Pursuant to the Amendment, Shenzhen
Wenchuan shall receive (i) RMB ¥12,000,000 in cash, and (ii) 24,340,000 shares of the Company’s common stock. The respective
boards of directors of the Company and Shenzhen Wenchuan have each unanimously approved the Amendment.
ITEM 8.01 OTHER EVENTS
Estimated Net Asset Value
Shenzhen Wenchuan engaged Beijing
Zhongqin Yongli Assets Evaluation Co., Ltd. (“Zhongqin”), an independent third-party real estate valuation firm, to
provide appraisals for each of the Shenzhen Wenchuan’s consolidated investments in real properties owned as of September
30, 2018 (the “Appraised Properties”). Zhongqin prepared an appraisal report (the “Appraisal Report”),
dated January 4, 2019, which summarizes key inputs, assumptions and results for each of the Appraised Properties. There has been
no material changes between January 4, 2019 and the date of this filing that would affect the overall estimated net asset value.
Zhongqin is engaged in the business
of appraising real estate properties and is not affiliated with the Company or Shenzhen Wenchuan. Zhongqin collected all reasonably
available material information that it deemed relevant in appraising the Appraised Properties. It took into account customary and
accepted financial and commercial standards and considerations as it deemed relevant in the Chinese appraisal industry.
According to the Appraisal Report,
as of September 30, 2018, Shenzhen Wenchuan (i) owned, and the Appraised Properties consisted of, two factory properties and one
dormitories with an appraised value of RMB 113,030,000, and (ii) had a land use right with an appraised value of RMB 1,600,000.
As of September 30, 2018, the total appraised value of the Appraised Properties, as provided by Zhongqin, was RMB 114,630,000.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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.
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KBS STRATEGIC OPPORTUNITY REIT II, INC.
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Dated: January 10, 2019
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BY:
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/s/ Jin Na
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Jin Na
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Chief Executive Officer (Principal Executive Officer), Chief
Financial Officer (Principal Financial and Accounting officer), President
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