SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 26, 2018 (June 25, 2018)
Asia Equity Exchange Group, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
Suite 2501A, 25/F Skyline Tower,
39 Wang Kwong Road, Kowloon Bay, Hong Kong
(Address of Principal Executive Offices)
(Issuer’s telephone number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
|[ ]||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))|
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. [ ]
Entry into a Material Definitive Agreement
On June 25, 2018, Asia Equity Exchange Group, Inc. (the “Company”) entered into a Waiver Agreement (the “Waiver Agreement”), by and between the Company and Yanru Zhou (the “Purchaser”), pursuant to which the Purchaser agreed to irrevocably waive any and all rights to request the Company to repurchase all of the shares sold to the Purchaser, pursuant to the terms of the Subscription Agreement by and between Company and the Purchaser, dated November 21, 2017, in exchange for one thousand ($1,000) US dollars. For a detailed description of the terms of the Subscription Agreement, refer to the current report on Form 8-K, filed by the Company on November 24, 2017. A copy of the Waiver Agreement is filed as Exhibit 10.1 to this Form 8-K and incorporated by reference herein.
|Item 9.01.||Financial Statements and Exhibits.|
|10.1||Waiver Agreement, dated June 25, 2018, between Asia Equity Exchange Group, Inc. and Yanru Zhou|
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.
|ASIA EQUITY EXCHANGE GROUP, INC.|
|Date: June 26, 2018||By:||/s/ Song Gao|
|Title:||Chief Executive Officer|
This WAIVER AGREEMENT (the “Waiver Agreement”) is entered into as of this 25 th day of June, 2018, by and between Asia Equity Exchange Group, Inc. (the “Company”), a Nevada corporation and Yanru Zhou (the “Purchaser”), an individual. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Subscription Agreement (as defined below).
WHEREAS, the Company and the Purchaser entered into that certain Subscription Agreement, dated as of November 21, 2017, for the purchase and sale of common stock of the Company (the “Subscription Agreement”);
WHEREAS, the Subscription Agreement provides that the Company shall use its commercially reasonable efforts to effect the Up-listing no later than December 31, 2018; and
WHEREAS, the Subscription Agreement provides that in the event the Company does not complete the Up-listing by December 31, 2018, the Purchaser has the right to request the Company to repurchase all of the shares sold to the Purchaser pursuant to the Subscription Agreement and pay the Purchaser the full amount of the purchase price in cash (the “Buy-Back”); and
WHEREAS, the Purchaser has agreed to waive any and all rights with respect to the Buy-Back pursuant to Section 1.4 of the Subscription Agreement, in consideration for one thousand ($1,000) US dollars (the “Waiver Consideration”).
NOW, THEREFORE, for and in consideration of the receipt of valuable consideration, including the payment by the Company to the Purchaser of the Waiver Consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Waiver of the Buy-Back . The Purchaser hereby irrevocably waives any and all rights it may have under Section 1.4 of the Subscription Agreement. Except as otherwise amended hereby, the Subscription Agreement remains in full force and effect.
2. Governing Law . This Waiver Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York without regard to its principles of conflicts of laws.
3. Counterparts; Effectiveness . This Waiver Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and each of which shall be deemed an original.
4. Miscellaneous . This Waiver Agreement shall be binding upon the Company and the Purchaser and their respective successors and assigns.
IN WITNESS WHEREOF, the undersigned has executed and delivered this Waiver Agreement as of the date first written above.
|Asia Equity Exchange Group, Inc.|
|By:||/s/ Song Gao|
|Title:||President and CEO|
|.||/s/ Yanru Zhou|