Current Report Filing (8-k)
April 02 2018 - 4:41PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 2, 2018 (March 31, 2018)
YANGTZE
RIVER PORT AND LOGISTICS LIMITED
(Exact
name of registrant as specified in its charter)
Nevada
|
|
001-38062
|
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27-1636887
|
(State
or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
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(IRS
Employer
Identification No.)
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41
John Street, Suite 2A, New York, NY
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10038
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(Address
of principal executive offices)
|
|
(Zip
Code)
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Registrant’s
telephone number, including area code: (646) 861-3315
________________________________________________
(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 (see General Instruction A.2. below):
☐
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 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
1.01 Entry into a Material Definitive Agreement.
As
previously disclosed in the Current Report on Form 8-K filed with the Securities Exchange Commission on December 27, 2017, Yangtze
River Port and Logistics Limited (the “
Company
”) entered into a purchase agreement (the “
Purchase
Agreement
”) with the shareholders of Wuhan Economic Development Port Limited (the “
Wuhan Port
”) to
acquire all the equity interests of Wuhan Port on December 26, 2017. Pursuant to the Purchase Agreement, the closing of the transaction
is conditioned upon satisfactory due diligence, the completion of auditing of the financial statements of Wuhan Port, and the
approval of relevant regulatory agencies (collectively, the “
Closing Conditions
”), and shall be no later than
March 31, 2018.
Due
to fact that the Closing Conditions still remain uncompleted, on March 31, 2018, the Company entered into a supplemental agreement
to the Agreement (the “
Supplemental Agreement
”) with Fujian Yuesheng Industrial Development Limited, the sole
shareholder of Wuhan Port, to extend the closing deadline from March 31, 2018 to April 30, 2018, subject to the same Closing Conditions.
The
foregoing description of the terms of the Supplemental Agreement does not purport to be complete and is subject to, and qualified
in its entirety by reference to the Supplemental Agreement, which is filed herewith as Exhibit 10.1, and is incorporated herein
by reference.
Item
9.01
Financial Statements and Exhibits.
(d) Exhibits.
The
exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.
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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YANGTZE
RIVER PORT AND LOGISTICS LIMITED
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|
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Date
: April 2, 2018
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By:
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/s/
Xiangyao Liu
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|
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Xiangyao
Liu
|
|
|
President
and Chief Executive Officer
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