ULNV Porter Holding International Inc (CE)

ITEM 1.01     ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On July 15, 2020, Shenzhen Porter Warehouse E-Commerce Co. Ltd. (“Porter E-Commerce”), a subsidiary of our consolidated variable interest entity (“VIE”) in China, entered into an Equity Transfer Agreement (the “Agreement”) with Mr. Kezhan Ma, whereby Porter E-Commerce transferred its 57% equity interests in Shenzhen Qianhai Maihuolang E-Commerce Co., Ltd. (“Maihuolang E-Commerce”) to Mr. Kezhan Ma, for cash consideration of RMB 650,000 (approximately $92,002) which amount is payable in one-time payment within eight months of the filing of the equity transfer with the local Business Registration agency.

Maihuolang E-Commerce is a PRC company engaged in the business of online e-commerce. Immediately prior to the entry of the Agreement, Porter E-Commerce owns 57% equity interests in Maihuolang E-Commerce, Mr. Kezhan Ma directly owns 38% equity interests in Maihuolang E-Commerce, and Maihuolang (Beijing) Technology Development Co., Ltd., a PRC company controlled by Mr. Kezhan Ma, owns the remaining 5% equity interests in Maihuolang E-Commerce. Porter E-Commerce acquired the majority shareholding in Maihuolang E-Commerce in August 2019 as first disclosed in our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 19, 2019. Since its acquisition, Maihuolang E-Commerce failed to realize anticipated benefits and value creation.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement attached hereto as Exhibit 10.1.

We have determined that the disposition does not involve a “significant” amount of assets, and thus does not trigger a disclosure under Item 2.01 of Form 8-K.