NWCN Network CN Inc (PK)

 

 

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): November 4, 2024, (November 4, 2024)

 

NETWORK CN INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware		000-30264		90-0370486
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

13/F, SPA Centre, 53-55 Lockhart Road, Wan Chai, Hong Kong

(Address of Principal Executive Offices)

(Zip Code)

 

852-9029 0586

(Registrant's telephone number, including area code)

 

_____________________________________________________

 

(Former name, former address and former fiscal year, 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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	NWCN	OTC market

 

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

 

Earlier this year, the Company's subsidiary, NCN (Beijing) Advertising Co., Ltd. ("Subsidiary") entered into a Cooperation Agreement with Jingcai Jia (Beijing) Technology Co., Ltd ("JINGCAI JIA"), which has signed agreements with over 50 Property Management Companies in China and the Subsidiary would be responsible for the sales and promotion of JINGCAI JIA products. These management companies oversee more than 50,000 communities across approximately 400 cities in China. JINGCAI JIA can sell household consumer products online and carry out advertising and marketing activities within the communities. It also facilitates our advertising and marketing initiatives, allowing us to reach all these communities with advertisements displayed at various locations, such as the garage entry, inside the lift and lift lobby. Marketing activities can also take place in the clubhouse or other communal spaces within these communities.

 

On November 1, 2024, the Company established a Letter of Intent with Jingcai Jia (Beijing) Technology Co., Ltd ("JINGCAI JIA"). According to the agreement, the Company will acquire 19.9% of new shares of JINGCAI JIA in exchange for a certain number of new shares of common stock of the Company. The number of shares issued will be determined based on a 10% discount on the average price of the 10-day closing trading days before the closing of the agreement.

 

With this agreement, the two companies will collaborate closely, pooling their resources such as customers, products, and services. They can leverage each other's networks and venture into new business opportunities.

 

Additionally, as a sales agent for various popular household products in China, which include Chinese white wines, electric appliances, and daily necessities, JINGCAI JIA will also introduce our services to their clientele. This partnership opens up significant business prospects for the company in the future, and the management is excited about this arrangement.

 

Item 9.01.

Financial Statements and Exhibits.

 

(c) Exhibits

 

Exhibit		Description
10.1		Letter of Intent
101		Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).

 

 

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.

 

 

Dated: November 4, 2024

 

 

	NETWORK CN INC.
	By: /s/ Earnest Leung
	Earnest Leung Chief Executive Officer

 

 

 

 

 

 

Exhibit 10.1

 

Letter of Intent

 

 

Party A:	Network CN Inc.
Party B:	NCN (Beijing) Advertising Co., Ltd.
Party C:	Jingcai Jia (Beijing) Technology Co., Ltd.

 

 

 

Background

 

RETICLE, Party A is a company located in Delaware, USA;

 

RETICLE, Party B is a subsidiary of Party A;

 

RETICLE, Parties B and C signed a cooperation framework agreement in January 2024. Party C serves as the brand's property channel sales and media placement agent and has signed sales agreements with over 50 property management companies, covering community outdoor advertising (including elevator billboards, access lightboxes, garage lightboxes, butler's circle of friends, and community groups). Party C can sell and promote products in over 50,000 communities across more than 400 cities nationwide. According to the agreement, Party B provides product sales, promotion, and advertising services. To further strengthen the cooperation, the three parties agree to the following intentions:

 

After friendly negotiations, Parties A, B and C have decided that Party B's professional sales team will be responsible for the sales and promotion of Party C's products. This decision is based on principles of fairness, equality, and voluntariness, in accordance with relevant provisions of Contract Law, Company Law, and other applicable laws and regulations. The purpose of this cooperation is resource sharing, leveraging complementary advantages, and fostering mutually beneficial collaboration.

 

I.

Intention of Cooperation

 

1.1

Party C agrees to issue 19.9% of its new shares to Party A, and Party A agrees to issue shares to Party C at a 10% discount based on the stock price at the time.

1.2

The price shall be determined through negotiation between Parties A and C.

1.3

During the cooperation period, the equity of Parties A and C shall not be transferable.

1.4

Parties A, B, and C do not bear each other's debts and obligations incurred prior to this letter of intent.

 

II.

Commitments and Statements of the Agreement

 

2.1

Parties A, B, and C commit that all matters in this letter of intent must be approved and authorized by the relevant competent authorities and the board of directors (or shareholders' meeting) and must have obtained the consent of the joint venture party.

2.2

Regarding any debts, disputes, or events that may adversely affect any party prior to the effectiveness of this letter of intent, the parties shall disclose or document them before the effectiveness of this letter of intent; otherwise, the consequences shall be borne by each party.

 

 

III.

Confidentiality Clause

 

Parties A, B, and C are obligated to keep each other's business secrets confidential concerning the content of this letter of intent and the performance of the contract. Without the written consent of the other party, they shall not disclose such information to any third party. The term "business secrets" includes, but is not limited to, operating conditions, marketing strategies, intellectual property and technical information, customer lists and data, promotional materials, rights documents, and other business information of the parties.

 

IV.

Breach of Contract Liability

 

Upon the effectiveness of this letter of intent, Parties A, B, and C form a community of shared interests and must comply with the requirements of integrating the project and this letter of intent. If any party violates any provision of this letter of intent, delays, refuses, temporarily changes, or unilaterally terminates any provision, and the defaulting party fails to rectify the situation after being notified and warned by the complying party, the defaulting party shall compensate for actual losses, expected benefits, and benefits obtained from the breach. The complying party has the right to decide whether to terminate this letter of intent and the related agreements based on the severity of the breach.

 

V.

Exemption Clause

 

5.1

In the event of force majeure causing a delay in the performance or inability to perform this letter of intent, Parties A, B, and C may be fully exempted from liability according to the degree of influence. Force majeure refers to objective circumstances that are unforeseeable, unavoidable, and insurmountable, such as natural disasters, accidents, and government administrative actions.

5.2

When one party cannot fulfill its obligations under this letter of intent due to force majeure, it shall promptly notify the other party and take reasonable measures to prevent further losses, providing written proof within ten days from the occurrence of force majeure.

5.3

A party’s liability cannot be exempted when force majeure occurs after a delay in fulfilling obligations.

 

VI.

Cooperation Period

 

The term of this letter of intent is 3 months, from November 1, 2024, to January 31, 2025. If Parties A, B, and C intend to continue their cooperation, they shall begin negotiating a new contract one month before the expiration of this letter of intent.

 

VII.

Dispute Resolution

 

In the event of a dispute arising during the performance of this letter of intent, Parties A, B, and C shall resolve it through consultation and arbitration. If parties fail to reach an agreement, parties may seek the people's court judgment in Beijing.

 

VIII.

Miscellaneous

 

8.1

Parties A, B, and C may collectively amend or terminate this letter of intent through unanimous consultation. No party shall unilaterally amend or terminate this letter of intent.

 

 

8.2

If any matters are not covered in this letter of intent, Parties A, B, and C may sign a supplementary agreement. The supplementary agreement shall have the same legal effect as this letter of intent.

8.3

This letter of intent is in triplicate, with one copy for Party A, one for Party B, and one for Party C. It shall enter into legal force upon being signed and sealed by all three parties. All three copies have the same legal effect.

 

[SIGNATURE PAGE FOLLOWS]

 

 

Signature Page to Letter of Intent

 

 

Party A:	Network CN Inc.
Company Seal and Signature:
By:	Earnest Leung
	CEO

 

 

Party B:	NCN (Beijing) Advertising Co., Ltd.
Company Seal and Signature:
By:	Mak Chi Tung
	Legal Representative

 

 

Party C:	Jingcai Jia (Beijing) Technology Co., Ltd.
Company Seal and Signature:
By:	Wu Yun
	Legal Representative

 

 

Page 4 of 4

 

 

 

v3.24.3

Cover	Nov. 04, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 04, 2024
Entity File Number	000-30264
Entity Registrant Name	NETWORK CN INC.
Entity Central Index Key	0000934796
Entity Tax Identification Number	90-0370486
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	13/F
Entity Address, Address Line Two	SPA Centre
Entity Address, Address Line Three	53-55 Lockhart Road
Entity Address, City or Town	Wan Chai
Entity Address, Country	HK
Entity Address, Postal Zip Code	00000
City Area Code	852
Local Phone Number	9029 0586
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	NWCN
Entity Emerging Growth Company	false

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