Item
8.01 Other Events
Reference
is made to the Current Report on Form 8-K of Image Chain Group Limited, Inc. (the “Company”) dated November 14, 2017
(the “Share Exchange 8-K”) and the subsequent Periodic Reports on Forms 10-Q and 10-K of the Company.
Due
to a change in the business and regulatory environment in the People’s Republic of China, the Board of Directors of the
Company has determined that the operation of a PRC-based processing facility by an entity whose shares are traded on a U.S. securities
exchange or over the counter bulletin board may give rise to previously unforeseen financial and regulatory difficulties. To protect
the interests of the shareholders of the Company, the Board of Directors is currently in discussions with the original shareholders
of Image P2P Trading Group Limited (“Image P2P”) to restructure the Company’s acquisition of Image P2P. The
original acquisition of Image P2P is described in detail in the Share Exchange 8-K.
The
Company currently expects to enter into a Business Transfer Agreement and Share Exchange Agreement (the “Agreements”)
with a group of the original shareholders of Image P2P (the “Image P2P Shareholding Group”), Image P2P and its subsidiaries.
Pursuant to the Agreements, the Image P2P Shareholding Group will exchange 200,000 common shares of the Company for the one common
share of Asia Grand Will held by Image P2P. Asia Grand Will is the holding company for the Company’s operations in the PRC.
Also pursuant to the Agreements, the Image P2P Shareholding Group, Image P2P and Image P2P’s subsidiaries will transfer
to the Company (i) all of its right, title and interest to the intellectual property, including copyrights, patents, trademarks,
process technology and production know-how, of Image P2P and its subsidiaries, (ii) the exclusive distribution rights in the PRC
and worldwide for all products of Image P2P and its subsidiaries, (iii) the exclusive right to all intellectual property developed
by Image P2P and its subsidiaries in the future and (iv) the exclusive distribution rights in the PRC and worldwide for all products
of Image P2P and its subsidiaries developed in the future.
The
terms of the Agreements are not yet finalized, and the transactions contemplated by the Agreements may not be concluded. Upon
execution of final Agreements, a further Current Report on Form 8-K describing the transactions, and attaching the execution copies
of the Agreements, will be filed with the U.S. Securities and Exchange Commission.
Cautionary
Statement Regarding Forward Looking Statements
Forward-looking
statements in this Report may include, without limitation, statements regarding (i) the plans and objectives of management for
future operations, including plans or objectives relating to the growth of tea polyphenol sales and development of our tea polyphenol-based
products, (ii) the plans or objectives relating to our future business acquisitions, if any, (iii) a projection of income (including
income/loss), earnings (including earnings/loss) per share, capital expenditures, dividends, capital structure or other financial
items, (iv) our future financial performance, including any such statement contained in a discussion and analysis of financial
condition by management or in the results of operations included pursuant to the rules and regulations of the Securities and Exchange
Commission, or the SEC, and (v) the assumptions underlying or relating to any statement described in points (i), (ii), (iii) or
(iv) above.
The
forward-looking statements contained in this Report are not meant to predict or guarantee actual results, performance, events
or circumstances and may not be realized because they are based upon our current projections, plans, objectives, beliefs, expectations,
estimates and assumptions and are subject to a number of risks and uncertainties and other influences, many of which we have no
control over. Actual results and the timing of certain events and circumstances may differ materially from those described by
the forward-looking statements as a result of these risks and uncertainties.
Readers
are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to such
statements. We disclaim any obligation to update the forward-looking statements contained in this Report to reflect any new information
or future events or circumstances or otherwise, except as required by law.