Hongchang International Co., Ltd (HCIL): M&A transaction — Heyu Biological Technology acquires Hongchang Group in reverse merger, exits prior cancer therapy business

Hongchang International Co., Ltd

Acquired all shares of Hongchang BVI for 415.6M new shares (80.1% of post-acquisition total).
Disposed of prior business (HP TECHNOLOGY, Jiashierle, Kangzi) to director Ban Siong Ang for nominal consideration.
New business: Hongchang Food Industrial Park (under construction, completion expected 2024) in Fujian, China.
Mr. Zengqiang Lin becomes controlling shareholder via Zengqiang Investment Limited (415.6M shares).
Company now has 518.8M shares outstanding; new executive offices in Fuqing City, Fujian, China.

item 1.01 item 2.01 item 3.02 item 5.01 item 5.02 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Hongchang International Co., Ltd completed an acquisition involving Zengqiang Investment Limited and Hong Jin Investment Limited for 353,322,843 shares of our common stock to Zengqiang Investment Limited, and 62,259,532 shares of our common stock to Hong Jin Investment Limited (closed 2023-09-04).

Action: acquisition
Counterparty: Zengqiang Investment Limited and Hong Jin Investment Limited
Consideration: 353,322,843 shares of our common stock to Zengqiang Investment Limited, and 62,259,532 shares of our common stock to Hong Jin Investment Limited
Closing: 2023-09-04

Exact text from the filing

In accordance with the terms of the Share Exchange Agreement, on September 4, 2023, the Selling Shareholders transferred 100 shares of Hongchang BVI, constituting one hundred percent (100%) of the issued and outstanding share capital of Hongchang BVI, to our Company in exchange for the issuance of 353,322,843 shares of our common stock to Zengqiang Investment Limited, and 62,259,532 shares of our common stock to Hong Jin Investment Limited.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Hongchang International Co., Ltd completed a disposition involving Ban Siong Ang (closed 2023-09-04).

Action: disposition
Counterparty: Ban Siong Ang
Closing: 2023-09-04

Exact text from the filing

The Share Disposal was consummated on September 4, 2023.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Hongchang International Co., Ltd entered into Share Exchange Agreement with Zengqiang Investment Limited and Hong Jin Investment Limited valued at an aggregate of 415,582,375 new shares of our Company’s common stock (effective 2023-08-21).

Action: entry
Agreement: merger
Counterparty: Zengqiang Investment Limited and Hong Jin Investment Limited
Value: an aggregate of 415,582,375 new shares of our Company’s common stock
Effective: 2023-08-21

Exact text from the filing

On August 21, 2023, our Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Hongchang BVI, a business company incorporated in the BVI, and Hongchang BVI’s shareholders, Zengqiang Investment Limited, a business company incorporated in the BVI, and Hong Jin Investment Limited, a business company incorporated in the BVI (the “Selling Shareholders” and each a “Selling Shareholder”), in relation to the acquisition of Hongchang BVI by our Company (the “Hongchang Acquisition”).

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28 m&a transactions filed in the last 30 days. Browse all m&a transactions →

Hongchang International Co., Ltd filing history →

Source: SEC EDGAR

accession 0001213900-23-074978

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