Current Report Filing (8-k)
03 1월 2017 - 9:00PM
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):
December 31, 2016
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SAN LOTUS HOLDING INC.
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(
Exact name of
registrant as specified in its charter)
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California
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333-176694
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45-2960145
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(State or other
jurisdiction of
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(Commission
File Number)
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(IRS Employer
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incorporation
or organization)
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Identification
No.)
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9368 VALLEY BLVD, SUITE 202
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ROSEMEAD,
CA91770
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(Address of
principal executive offices)
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(Zip code)
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Registrant’s telephone number, including
area code:
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702-776-8066
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N/A
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(Former name or
former address, if changed since last report)
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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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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.01 Entry Into A
Material Definitive Agreement.
On December 31, 2016,
our
wholly-owned subsidiary, Green Forest Management Consulting Inc., a Taiwan
(R.O.C.) corporation ,
entered into an
agreement to purchase stock & creditor’s right (the “Agreement ”) with
Wu, Ting–Kuang
(the “Seller”), the sole
shareholder of
Da
Ren International Insurance Brokers Co.,Ltd
, to
purchase the outstanding
300,000
shares of
Da Ren
International Insurance Brokers Co.,Ltd
(the “DRI Shares”) in
exchange for NTD$
10,500,000
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and the closing of transaction under Agreement shall be held on April 1, 2017.
The table below details the
proportion of ownership of the Seller had in
Da Ren
International Insurance Brokers Co.,Ltd
.
Seller
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DRI Shares
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Percentage
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Wu, Ting–Kuang
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300,000
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100%
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The following table lists
each of our officers and directors and details their relationship to
Da Ren
International Insurance Brokers Co.,Ltd
:
Name of
natural person affiliate
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San Lotus
Holding Inc.
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Da Ren
International Insurance Brokers Co.,Ltd
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Chen,
Kuan-Yu
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Chairman/Secretary/Director
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Director
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Lin,
Mu Chen
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CFO
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-
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Kwong,
Edwin
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Director
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-
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Chen,
Chuan-Chung
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Director
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-
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A description of the
specific terms and conditions of the agreements related to this transaction are
set forth in the Agreement, attached hereto as Exhibit 10.1.
Item
2.01
Completion
of Acquisition or Disposition of Assets.
The information provided in Item 1.01 of this Current
Report on Form 8-K related to the aforementioned acquisition is incorporated by
reference into this Item 2.01.
On
December 31, 2016, through entry into the Agreement with
Wu, Ting–Kuang
,
our wholly-owned subsidiary, Green Forest Management
Consulting Inc., a Taiwan (R.O.C.) corporation,
will acquire all of the
issued and outstanding common stock of
Da Ren International Insurance Brokers
Co.,Ltd
, a
Taiwan (R.O.C.)
corporation, in
exchange for NTD$
10,500,000
on
April 1, 2017.
Item 8.01 Other Events.
San Lotus Holding Inc. decides to dissolve its subsidiary, XO
EXPERIENCE INC.
We are the
sole
stockholder of XO EXPERIENCE INC.,
and on December 31, 2016,
we
decided to dissolve XO EXPERIENCE INC. pursuant to
Section
1900 (a)
of California
Corporations Code.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
The following
exhibits are being filed herewith:
Exhibit
No.
and Description
10.1
Agreement
to Purchase Stock & Creditor’s right
, dated
December 31, 2016
, between the
seller and
the purchaser named therein.
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: December 31, 2016
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SAN LOTUS
HOLDING INC.
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/s/Chen,
Kuan-Yu
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Chen, Kuan-Yu
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Chairman of
the Board
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