AGPL Apple Green Holding Inc (GM)

 

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): September 11, 2014

 

Apple Green Holding, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada		333-171891		27-3436055
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

30, Jalan PJS 7/19, Bandar Sunway,

46150 Petaling Jaya,

Selangor, Malaysia

(Address of Principal Executive Offices)

 

Tel. +603 5636 1869

Fax +603 5636 1771

(Registrant’s telephone number, including area code)

 

 

(Former name or former address if changed since the 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))

 

 

 

ITEM 5.02  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

 

On September 11, 2014, Hee Chee Keong resigned from his position as the Chief Financial Officer of Apple Green Holding, Inc. (the “Company”). On the same day, the Board of Directors accepted Mr. Hee’s resignation and appointed Chean Yen Choy as the new Chief Financial Officer of the Company.

 

Set forth below is a brief biography of Mr. Chean Yen Choy:

 

Chean Yen Choy, age 32, is the Chief Financial Officer of the Company. He worked for Anuarul Azizan Chew Consulting Sdn Bhd, a Malaysian company, as Corporate Advisor from April 2006 to September 2008. From September 2008 to June 2012, he served as Corporate Finance Manager for PM Securities Sdn Bhd. From Jun 2012 to May 2014, he worked for Labuan Reinsurance (L) Lyd as a Fund Manager. Mr. Choy received his Honours Degree in Applied Accounting from the Oxford Brooke University of the United Kingdom.

 

Item 1.01 Entry into a Material Definitive Agreement.

 

Item 2.01 Completion of Acquisition or Disposition of Assets.

 

On January 10, 2014, the Company, Apple Green International Limited, a corporation incorporated under the laws of Republic of Seychelles (“AGI”) and Apple Green Venture SND. BHD, a company incorporated under the laws of Malaysia and the former sole shareholder of AGI (“Shareholder”) executed a Securities Exchange Agreement (“Share Exchange Agreement”), whereby the Company acquired 100% of the outstanding equity interests of AGI (the “AGI Shares”) in consideration of the issuance of 389,800,000 shares of common stock of Company (the “Company’s Shares”) to the Shareholder (the “Transaction”). The Transaction was reported by the Company in the Form 8-K filed with the Securities and Exchange Commission as of January 16, 2014 and is incorporated by reference hereof.

 

On September 12, 2014, the Company, AGI, and Shareholder entered into a Mutual Rescission Agreement and General Release as of January 31, 2014 (the “Rescission Agreement”), according to which the Company, AGI, and Shareholder rescind and terminate the Share Exchange Agreement and related documents (collectively the “Transaction Documents”). According to the Rescission Agreement, all of the Company’s Shares owned by the Shareholder which are issued and outstanding immediately prior to January 31, 2014 shall be cancelled so that the Shareholder shall have no ownership interest in the Company’s Shares or any equity interests of the Company as of such date. The Rescission Agreement is annexed hereto as Exhibit 10.1.

 

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

 

(d)      The following exhibits are filed with this report:

 

Exhibit No.		Description
10.1		Mutual Rescission Agreement and General Release, dated as of January 31, 2014

 

 

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.

 

Date: October 2, 2014	Apple Green Holding, Inc.
	By:	/s/ Vincent Loy
		Name: Vincent Loy
		Title:   Chief Executive Officer

 

 

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Exhibit 10.1

 

MUTUAL RESCISSION AGREEMENT AND GENERAL RELEASE

 

This Mutual Rescission Agreement and General Release (“Rescission Agreement”) is entered into as of January 31, 2014 (the “Effective Date”) by and among Apple Green Holding, Inc., formerly known as Blue Sun Media, Inc., a Nevada corporation (“AGH NV”), Apple Green International Limited, a corporation incorporated under the laws of Republic of Seychelles (“AGI”) and Apple Green Venture SND. BHD, a company incorporated under the laws of Malaysia and the former sole shareholder of AGI (“Shareholder”). The parties to this Rescission Agreement are sometimes individually referred to herein as a “Party” or collectively, as the “Parties.”

 

RECITALS

 

WHEREAS, On January 10, 2014, AGH NV, AGI and Shareholder executed a Securities Exchange Agreement (“Share Exchange Agreement”) whereby AGH NV acquired 100% of the outstanding equity interests of AGI (the “AGI Shares”) in consideration of the issuance of 389,800,000 shares of common stock of AGH NV (the “NV Shares”) to the Shareholder (the Share Exchange Agreement, the acquisition of the AGI Shares and the issuance of NV Shares is collectively the “Transaction”);

 

WHEREAS, the Parties determined to rescind the Transaction on January 31, 2014 and return the NV Shares to AGH NV and the AGI Shares to the former Shareholder of AGI, as if the Transaction never occurred (the “Rescission”) as a result of disagreements with respect to the number of shares outstanding in AGH NV and other matters concerning the Share Exchange Agreement;

 

WHEREAS, the Parties desire to settle and resolve all potential claims, legal actions, judgments, disputes, claims, causes of action, and appeals against each other, known or unknown concerning the Share Exchange Agreement, by entering into this Rescission Agreement; and

 

WHEREAS, the Parties desire that this Rescission Agreement lawfully: (i) rescind the various business relationships between the Parties created by the Share Exchange Agreement; (ii) rescind all agreements presently linking the Parties together as of the Effective Date; (iii) provide for an orderly and amicable separation of the Parties; and (iv) compromise and settle all disputes, if any, between the Parties.

 

RESCISSION AGREEMENT

 

NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants and representations contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

 

1.     Recitals. The foregoing recitals are true and correct in all material respects and are hereby incorporated herein as a material part of this Agreement.

 

 

2.     Rescission of Transaction. The Parties hereby rescind all agreements entered into in connection with the Share Exchange Agreement. This rescission and termination includes, but is not limited to, the following agreements and related documents (collectively the “Transaction Documents”):

 

2.1   The Share Exchange Agreement;

 

2.2   Any other agreements in connection with the Transaction among the Parties.

 

3.     Effectuation of the Rescission. The Rescission is effectuated through the following:

 

3.1   Exchange of AGH NV Shares. All AGH NV Shares owned by the Shareholder which are issued and outstanding immediately prior to the Effective Date shall be cancelled at the Effective Date pursuant to this Rescission Agreement. All certificates of AGH NV Shares delivered to the Shareholder shall be surrendered to AGH NV and cancelled. If no share certificate was delivered, the AGH NV Shares owned by the Shareholder shall be cancelled on the books of AGH NV as if never issued. As of the Effective Date, the Shareholder shall have no ownership interest whatsoever in the AGH NV Shares or any equity interests of AGH NV.

 

3.2   Exchange of AGI Shares. All AGI Shares owned or controlled by AGH NV which are issued and outstanding immediately prior to the Effective Date shall be delivered to the Shareholder pursuant to this Rescission Agreement. As of the Effective Date, AGH NV shall have no ownership interest whatsoever in the AGI Shares or any equity interests of AGI.

 

3.3   Closing. The closing of this transaction (the “Closing”) shall take place at a place and time mutually determined by the parties hereto, subject to compliance or waiver of the terms, conditions and contingencies contained in this Agreement and all required documents have been delivered. Each of the parties will take all such reasonable and lawful action as may be necessary or appropriate in order to effectuate the Rescission as promptly.

 

4.    Shareholder and AGI Release. Each of the AGI Parties, including the Shareholder, (as defined below) and their respective affiliates, subsidiaries, officers, directors, attorneys, agents, employees, successors, or assigns, as applicable do hereby globally, immediately and forever release, remise, acquit, satisfy and discharge AGH NV, and any and all of its affiliates, subsidiaries, officers, directors, attorneys, agents, employees, successors, or assigns, as applicable (the “AGH NV Parties”), from any and all manner of claims, benefits, rights, sums of money, causes of action, suits, debts, obligations, losses, expenses, liabilities, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, damages, judgments, executions, claims and demands whatsoever, in law or in equity, of whatever nature or kind, known or unknown, which the Shareholder or AGI ever had, now have, or may have, against AGH NV Parties for, upon or by reason of the Transaction or the Transaction Documents, with the exception of the rights and obligations of the Parties under this Agreement.

 

 

5.     AGH NV Release. The AGH NV Parties and their respective affiliates, subsidiaries, officers, directors, attorneys, agents, employees, successors, or assigns, as applicable, do hereby globally, immediately and forever release, remise, acquit, satisfy and discharge the Shareholder and the AGI and any and all of their respective affiliates, subsidiaries, officers, directors, attorneys, agents, employees, personal representatives, successors, or assigns, as applicable (collectively the “AGI Parties”), from any and all manner of claims, benefits, rights, sums of money, causes of action, suits, debts, obligations, losses, expenses, liabilities, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, damages, judgments, executions, claims and demands whatsoever, in law or in equity, of whatever nature or kind, known or unknown, which the AGH NV Parties ever had, now have, or may have, against the AGI Parties for, upon or by reason of the Transaction or the Transaction Documents, with the exception of the rights and obligations of the Parties under this Agreement.

 

6.    No Obligations. Each Party hereto hereby acknowledges and agrees, subject to the provisions of this Agreement, that effective at and as of the Effective Date, neither of the parties hereto shall have any further obligation to each other pursuant to or arising directly or indirectly from the Transaction Documents or from any other agreement and understanding whether written or oral relating to the subject matter thereof.

 

7.    Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Nevada applicable therein.

 

8.    Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such determination shall not impair or affect the validity, legality or enforceability of the remaining provisions hereof, and each provision is hereby declared to be separate, severable and distinct.

 

9.    Counterparts. This Agreement may be executed in any number of counterparts (by original or facsimile signature) and all such counterparts taken together will be deemed to constitute one and the same instrument.

 

10.   Effect of Agreement. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns and heirs, executors and administrators, as applicable.

 

11.   Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter hereof except as herein provided.

 

[Signature Page to Follow]

 

 

IN WITNESS WHEREOF the parties hereto have duly executed this agreement under seal as of the day and year first written above.

 

	APPLE GREEN HOLDING, INC.
	/s/Vincent Loy Ghee Yaw
	Name: Vincent Loy Ghee Yaw
	Title:   Chief Executive Officer
	APPLE GREEN INTERNATIONAL LIMITED
	/s/Sin Sook Chen
	Name: Sin Sook Chen
	Title:   Director
	APPLE GREEN VENTURE SDN. BHD.
	/s/Vincent Loy Ghee Yaw
	Name: Vincent Loy Ghee Yaw
	Title:   Director

 

 

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