Current Report Filing (8-k)
08 October 2020 - 2:49AM
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): October 1, 2020
VICTORY
COMMERCIAL MANAGEMENT INC.
(Exact
name of registrant as specified in its charter)
Nevada
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333-228242
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37-1865646
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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424
Madison Ave. Suite 1002,
New
York, NY, 10017
(Address
of Principal Executive Offices)
(212)-922-2199
Registrant’s
telephone number, including area code
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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 [X]
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. [ ]
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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N/A
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Item
1.01 Entry into a Material Definitive Agreement.
Item
5.07 Submission of Matters to a Vote of Security Holders.
On
October 1, 2020, Victory Commercial Management, Inc., a Nevada corporation (“we” or the “Company”) entered
into a sale and purchase agreement with Victory Commercial Investment Ltd., a BVI limited liability company and the wholly-owned
subsidiary of the Company (“VCI”) and Sino Pride Development (HK) Limited, a private company limited by shares incorporated
in Hong Kong (the “Purchaser”), to sell all the equity interest in Sino Pride Development Limited (“Sino Pride”),
a Hong Kong company and wholly-owned subsidiary of VCI, to the Purchaser, in exchange a total consideration of HK$1.00 (the “Disposition
of Sino Pride”). The Disposition of Sino Pride includes the sale all of the equity interest of Sino Pride’s then subsidiaries
(immediately after the restructuring transaction as disclosed below), including Dalian Victory Plaza Development Co., Ltd., a
PRC company, and Dalian Victory Business Management Co., Ltd., a PRC company.
On
October 1, 2020 and immediately prior to the Disposition of Sino Pride, Sino Pride entered into a sale and purchase agreement
with Hong Kong Sino Pride Development Limited (“HK SP”) to sell all the equity interests in Dalian Victory Property
Management Co., Ltd. (“DVPM”), a PRC company and a subsidiary of Sino Pride, to HK SP, for a total consideration of
HK$1.00. Concurrently, VCI entered into a sale and purchase agreement with the shareholder of HK SP to purchase all the equity
interests in HK SP for HK$1.00. Prior to the transaction, HK SP was controlled by our CEO and formed for the purpose of completing
the restructuring transaction. After the transactions, VCI owns all the equity interests in HK SP which in turn owns all the
equity interests of DVPM (“Restructuring of DVPM”).
The
board of directors and all the stockholders of the Company holding an aggregate of 21,711,000 shares of common stock, representing
100% of the total issued and outstanding shares as of October 1, 2020 took action by written consent to approve the Disposition
of Sino Pride.
The
closing of the disposition transaction is pending upon filing with and approval by U.S. and local (Hong Kong) regulatory agencies,
if applicable; however, which shall be no later than 45 days of the execution of the sale and purchase agreement.
The foregoing description of the sale
and purchase agreement, is qualified in its entirety by reference to the provisions of the agreement
filed as Exhibit 10.1 to this report, which are incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
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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Victory
Commercial Management Inc.
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Date:
October 7, 2020
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By:
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/s/
Alex Brown
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Alex
Brown
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President,
Chief Executive Officer, Interim Chief Financial Officer and Principal Accounting Officer. Treasurer and Chairman
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