Item 1.01 Entry into Material Definitive Agreement
On December 15, 2022, Savmobi Technology, Inc. ("SVMB," or the "Company")
entered into a share exchange agreement (the "Share Exchange Agreement") with
Intellegence Parking Group Limited ("Intellegence"), a Cayman Island company
formed on June 29, 2022, Chen Xinxin ("Xinxin"), the officer and director, and
control shareholder of Intelligence and the shareholders of Intelligence (the
"Shareholders"), which closed on January 5, 2023. Under the Share Exchange
Agreement, One Hundred Percent (100%) of the ownership interest of Intellegence
was exchanged for 1,000,000,000 shares of common stock of SVMB issued to the
Shareholders, in accordance with the Share Exchange Agreement. The former
stockholders of Intellegence will acquire a majority of the issued and
outstanding common stock as a result of the share exchange transaction. The
transaction has been accounted for as a recapitalization of the Company, whereby
Intellegence is the accounting acquirer.
Immediately after completion of such share exchange, the Company will hold a
total of 200,000,000 issued and outstanding shares of Intellegence. Zhang Guowei
is the sole director of Intellegence Parking Group Limited.
Consequently, the Company has ceased to fall under the definition of shell
company as define in Rule 12b-2 under the Exchange Act of 1934, as amended (the
“Exchange Act”) and Intellegence is now a wholly owned subsidiary.
Item 2.01 Completion of Acquisition or Disposition of Assets
As described in Item 1.01 above, on January 5, 2023, we acquired all the issued
and outstanding shares of Intellegence pursuant to the Share Exchange Agreement
and Intellegence became our wholly owned subsidiary. The acquisition was
accounted for as a recapitalization effected by a share exchange, wherein
Intellegence is considered the acquirer for accounting and financial reporting
purposes.
As a result of the acquisition of all the issued and outstanding shares of
Intellegence, we have now assumed Intellegence’s business operations as our own.
FORM 10 DISCLOSURE
As mentioned in Item 1.01, on January 5, 2023, the Company effectively acquired
Intellegence in a Reverse Merger business combination transaction and of which
the Company was a shell company prior to such acquisition is now entering into a
business combination, other than a business combination with a shell company, as
those terms are defined in Rule 12b-2 under the Exchange Act, according to Item
2.01(f) of Form 8-K, the registrant is required to disclose the information that
would be required if the registrant were filing a general form for registration
of securities under the Exchange Act on Form 10.
We hereby provide below information that would be included in a Form 10
registration statement.
Description of Business
Corporate History
On March 6, 2015, SavMobi Technology Inc. ("the Company", "we", "us" or "our")
was incorporated in the State of Nevada and established a fiscal year end of May
31. Initially the business platform was in providing application software to a
global vendor platform to connect people to businesses and provide a new
shopping experience.
On May 18, 2017, Lakwinder Singh Sidhu, the Company's former Director and CEO,
completed a transaction with New Reap Global Ltd., by which New Reap Global Ltd.
acquired 32,500,000 shares of common stock, representing 68.4% ownership of the
Company.
On March 19, 2018 New Reap Global transferred 250,000 restricted shares to Eng
Wah Kung
On May 10, 2018 and May 30, 2018, 16,959,684 were transferred to Arden Wealth
and Trust. 2,000,000 shares are free trading from HongLing Shang, 559,684
restricted shares from New Reap Global, LTD and 2,400,000 each from Xuedong
Zhang, Jingmei Jiang, Qianxian, Yulan Qi, Baoxin Song, Jianlong Wu. On June 15,
2018 New Reap Global transferred 690,316 restricted shares to EMRD Global
Holdings.
On June 26, 2018 New Reap Global transferred 3,000,000 restricted shares to
FORTRESS ADVISORS, LLC and 3,000,000 to Baywall Inc.
On November 10, 2020, ten (10) shareholders of the Company, including affiliates
Arden Wealth & Trust (Switzerland) AG and New Reap Global Limited, entered into
stock purchase agreements with an aggregate of nineteen (19) non-U.S. accredited
investors to sell an aggregate of 42,440,316 shares of common stock of the
"Company, which represents approximately 68.6% of the issued and outstanding
shares of common stock of the Company.
On June 8, 2022, three (3) shareholders of SavMobi Technology, Inc. (the
"Company"), including Chen Xinxin, Ye Caiyun, and Li Wenzhe entered into stock
purchase agreements with an aggregate of five (5) non-U.S. accredited investors
(the "Purchase Agreements") to sell an aggregate of 25,095,788 shares of common
stock of SavMobi Technology, Inc. (the "Company"), which represents
approximately 40.54% of the issued and outstanding shares of common stock of the
Company, for consideration of $250,958.
The Purchase Agreements were fully executed and delivered on June 8, 2022. Zhang
Yiping and Chen Xinxin acquired approximately 24.54% and 6.46% of the issued and
outstanding shares of the Company, respectively, and the remaining purchasers
each acquired less than 4.99% of the issued and outstanding shares.After the
change of ownership, the Company's current principal offices is located in
Building B8, China Zhigu, Yinhu Street, Fuyang District, Hangzhou, Zhejiang,
China.
Purchasers Shares acquired %
Zhang Yiping 15,189,500 24.54 %
Chen Xinxin 4,000,000 6.46 %
Wang Yanfang 2,000,000 3.23 %
Liu Chen 2,000,000 3.23 %
Liu Ying 1,906,288 3.08 %
On December 15, 2022, the Company entered into the Share Exchange Agreement with
Intellegence, Xinxin, the officer and director, and the Shareholders, which
closed on January __, 2023. Under the Share Exchange Agreement, One Hundred
. . .
Item 3.02 Unregistered Sales of Equity Securities.
Reference is made to the disclosure made under Item 1.01 which is incorporated
herein by reference.
Item 5.01 Changes in Control of Registrant.
On December 15, 2022, the Company entered into the Share Exchange Agreement with
Intellegence, Xinxin, the officer and director, and the Shareholders, which
closed on January 5, 2023. Under the Share Exchange Agreement, One Hundred
Percent (100%) of the ownership interest of Intellegence was exchanged for
1,000,000,000 shares of common stock of SVMB issued to the Shareholders, in
accordance with the Share Exchange Agreement. The former stockholders of
Intellegence will acquire a majority of the issued and outstanding common stock
as a result of the share exchange transaction. The transaction has been
accounted for as a recapitalization of the Company, whereby Intellegence is the
accounting acquirer.
As a result of the Share Exchange Agreement, the Shareholders became 94.17%
holders of the voting rights of the Company, and a change of control occurred.
Other than as described below, there are no arrangements or understandings among
both the former and new control persons and their associates with respect to the
election of directors of the Company or other matters. The information set forth
in Item 5.02 of this Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Offi cers; Compensatory Arrangements of Certain Officers.
On January 5, 2023, Chen Xinxin resigned as sole officer and director of the
Company. Also on January 5, 2023, Zhang Guowei was appointed as sole officer and
a director of the Company and Hongwei Li, Xiujuan Chen and Chuchu Zhang were
appointed as directors of the Company.
Zhang Guowei, age 36, Chief Executive Officer, Chief Financial Officer, and
Director, has been an officer at Hangzhou Zhuyi Technology Co. since May 2017.
Zhang Guowei has been the Chairman of Zhejiang Jingbo Ecological Technology Co.
since December 2019. Zhang Guowei attended Zhejiang Open University
In 2017, Mr Zhang founded Hangzhou Zhuyi Technology Co. He invested to develop
smart parking APP - Any-e Park and organized numerous parking lots based on the
need of the APP's scenarios together with shareholders and partners. In order to
meet the requirements of parking lots, he developed an intelligent management
system, an unattended system, and a charging system for parking lots. Since Any
e-Park needs more information and data of urban public parking lots, he also led
the development of the urban smart parking cloud platform to meet the data needs
of city managers for urban public parking lots. In the process of upgrading the
intelligent parking lots and expanding the operation business, a series of
intelligent parking software and hardware products have been developed
successively, and various profit models have been formulated for the development
of the company. Later, Zhang founded Jingbo Ecological Technology Co.
Hongwei Li, age 35, Director, has been the supply chain manager of Zhejiang
Renlv World Technology Development Co. since 2017 and is familiar with the
supply chain process and e-commerce procurement. He has the strong capabilities
of supply chain management, team management, and business development.
Xiujuan Chen, age 48, Director, has been the Operating President of Hangzhou
Jizhong Ecological Technology Co., Ltd. since 2018.
Chuchu Zhang, age 25, Director, graduated from the University of Sheffield with
a master's degree in management. After graduation, she started served as the
general manager of Zhonggu Zongguan Business Development (Hangzhou) Co., Ltd. in
September 2020. She is responsible for project planning, on-site coordination,
and tracking of delivery issues.
Item 5.06 Change in Shell Company Status
Prior to the Share Exchange, we were a "shell company" (as such term is defined
in Rule 12b-2 under the Exchange Act). As a result of the Share Exchange, we
have ceased to be a shell company. The information contained in this Report
constitutes the current "Form 10 information" necessary to satisfy the
conditions contained in Rule 144(i)(2) under the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statement of Business Acquired
The audited financial statements of Intellegence from inception through
September 30, 2022 are appended to this report beginning on page 48. The audited
financial statements of Intellegence as of September 30, 2022 were audited by
Pan-China Singapore PAC.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Zhengjiang Jingbo Ecological
Technology Co.:
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of "Zhengjiang
Jingbo Ecological Technology Co. together with its subsidiaries ("the Company")
as of May 31, 2022 and 2021, and the related consolidated statements of Income
(loss) and comprehensive Income (loss), stockholders' equity, and cash flows for
the years then ended, and the related notes (collectively referred to as the
"financial statements"). In our opinion, the financial statements present
fairly, in all material respects, the financial position of the Company as of
May 31, 2022 and 2021, and the results of its operations and its cash flows for
the years then ended, in conformity with accounting principles generally
accepted in the United States.
Going concern uncertainty
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company incurred losses from operations, had
accumulated deficits and had net cash used in operating activities that raise
substantial doubt about its ability to continue as a going concern. The Company
is dependent on continuing finance from related party. Management's plans in
regard to these matters are also described in Note 2. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on the Company's financial
statements based on our audits. We are a public accounting firm registered with
the Public Company Accounting Oversight Board (United States) ("PCAOB") and are
required to be independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those
standards require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. As part of our audits, we are required to obtain an
understanding of internal control over financial reporting but not for the
purpose of expressing an opinion on the effectiveness of the Company's internal
control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in
the financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe that
our audits provide a reasonable basis for our opinion.
Emphasis of Matter
The Company has significant transactions with related parties, which are
described in Note 10 to the financial statements. Transactions involving related
parties cannot be presumed to be carried out on an arm's length basis, as the
requisite conditions of competitive, free market dealings may not exist.
/s/ Pan-China Singapore PAC (6255)
We have served as the Company's auditor since 2022.
Singapore
January 9, 2023
Zhengjiang Jingbo Ecological Technology Co.
Consolidated Balance Sheets
As of the years ended May 31, 2022 and 2021
May 31, 2022 May 31, 2021
(Audited) (Audited)
$ $
Assets
Current assets
Cash and cash equivalents 106,542 131,408
Restricted cash 2,245 3,680
Accounts receivable 355,598 136,454
Inventories 78,995 60,825
Prepaid expenses and other current assets 6,353,787
3,446,245
Total current assets 6,897,167 3,778,612
Non-current assets
Plant and equipment, net 6,956,399 7,045,863
Intangible assets, net 13,282 36,987
Right-of-use assets 946,296 1,505,969
Other non-current assets 3,552,736 4,309,719
Total non-current assets 11,468,713 12,898,538
Total Assets 18,365,880 16,677,150
Liabilities and Stockholders' (Deficit) Equity
Current liabilities
Short-term loan - 188,465
Accounts payables 565,067 451,757
Advances from customers 20,400 20,553
Other current payables 1,627,732 9,325,362
Taxes payable 19,427 13,084
Amounts due to related parties 394,077
457,664
Operating lease liabilities, current 637,110
282,296
Total current liabilities 3,263,813 10,739,181
Non-current liabilities
Long-term loan 33,211,152 24,482,174
Operating lease liabilities 300,438
807,073
Total non-current liabilities 33,511,590
25,289,247
Total Liabilities 36,775,403 36,028,428
Stockholders' (Deficit) Equity
Contributed capital (Common stock, RMB 1.00 par
value, 60,000,000 authorized, 60,000,000 issued
and paid as of May 31, 2022 and 15,606,635
issued and paid as of May 31, 2021 9,263,602
2,409,659
Accumulated deficit (26,059,162 ) (19,510,493 )
Accumulated other comprehensive income (987,312 )
(1,878,363 )
Non-controlling interest (626,651 ) (372,081 )
Total (Deficit) Equity (18,409,523 ) (19,351,278 )
Total Liabilities and (Deficit) Equity 18,365,880 16,677,150
Zhengjiang Jingbo Ecological Technology Co.
Consolidated Statements of Operations and Comprehensive Loss
for the years ended May 31, 2022 and 2021
2022 2021
(Audited) (Audited)
$ $
Net revenues 3,563,527 3,399,872
Cost of revenues (4,571,107 ) (3,712,543 )
Gross loss (1,007,580 ) (312,671 )
Operating expenses:
Tax and surcharges (11,623 ) (7,119 )
Selling and marketing expenses (864,011 ) (470,389 )
General and administrative expenses (3,458,630 ) (3,353,396 )
Research and development expenses (723,668 )
(613,837 )
Impairment losses (802,773 ) (1,167,577 )
Total operating expenses (5,860,705 ) (5,612,318 )
Operating income/(loss) (6,868,285 ) (5,924,989 )
Other income (expenses):
Interest income 2,641 606
Other income/(expense) 49,986 30,770
Total other income and (expenses) 52,627
31,376
Loss before taxes from operations (6,815,658 ) (5,893,613 )
Provision for income taxes - -
Net loss (6,815,658 ) (5,893,613 )
Other comprehensive income:
Foreign currency translation income/(loss) 903,470 (1,883,763 )
Total comprehensive income/(loss) (5,912,188 ) (7,777,376 )
Net loss attributable to :
Owners of the Company (6,548,669 ) (5,837,839 )
Non-controlling interest (266,989 ) (55,774 )
(6,815,658 ) (5,893,613 )
Total comprehensive loss attributable to :
Owners of the Company (5,657,618 ) (7,672,830 )
Non-controlling interest (254,570 ) (104,546 )
Loss per common share:
Basic and diluted (0.15 ) (2.39 )
Weighted Average Number of Common Share Outstanding:
Basic and Diluted 38,538,152 3,209,905
Zhengjiang Jingbo Ecological Technology Co.
Consolidated Statements of Stockholders' Equity (Deficit)
For the years ended May 31, 2022 and 2021
Foreign
currency Non-
Accumulated translation controlling
Common stock deficit reserve interest Total
$ $ $ $ $
Balance, June 1, 2020 1,444,657 (13,672,654 ) (43,372 ) (267,535 ) (12,538,904 )
Net loss - (5,837,839 ) - (55,774 ) (5,893,613 )
Capital contribution 965,002 - - - 965,002
Other comprehensive income/(loss) - -
(1,834,991 ) (48,772 ) (1,883,763 )
Balance, May 31, 2021(Audited)
2,409,659 (19,510,493 ) (1,878,363 ) (372,081 ) (19,351,278 )
Balance, June 1, 2021 2,409,659 (19,510,493 ) (1,878,363 ) (372,081 ) (19,351,278 )
Net loss - (6,548,669 ) - (266,989 ) (6,815,658 )
Capital contribution 6,853,943 - - - 6,853,943
Other comprehensive income/(loss) - - 891,051 12,419 903,470
Balance, May 31, 2022 (Audited) 9,263,602 (26,059,162 )
(987,312 ) (626,651 ) (18,409,523 )
Zhengjiang Jingbo Ecological Technology Co.
Consolidated Statements of Cash Flows
For the years ended May 31, 2022 and 2021
2022 2021
(Audited) (Audited)
$ $
Loss from operations before taxation (6,815,658 ) (5,893,613 )
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation and amortization 1,492,926
861,900
Depreciation of right-of-use assets 688,470
606,309
Changes in operating assets and liabilities
Accounts receivable (233,293 ) (45,637 )
Inventories (21,616 ) (48,152 )
Prepaid expenses and other current assets (5,237,944 )
5,316,038
Other non-current assets 480,485 (21,740 )
accounts payable and other current liabilities (7,400,499 ) (3,973,468 )
Net cash used in operating activities (17,047,129 )
(3,198,363 )
Cash flows from investing activities
Loan receivable 2,067,575
–
Prepaid for right-of-use assets (285,067 ) (1,045,340 )
Proceeds from sale of property and equipment 938,482
2,914,639
Purchase of property and equipment (2,554,572 ) (8,778,449 )
Purchase of intangible assets - (37,919 )
Purchase of other non-current assets - (57,554 )
Proceed from sale of intangible assets 21,192
8,390
Net cash used in investing activities 187,610
(6,996,233 )
Cash flows from financing activities
Amount due to related party (44,867 )
262,334
Proceeds of short-term borrowings -
179,778
Repayments of short-term borrowings (186,596 ) (14,487,438 )
Proceeds from long-term loan 10,166,910 23,353,700
Proceeds from paid in capital 6,903,027 839,958
Net cash used in financing activities 16,838,474
10,148,332
Effect of exchange rate changes on cash and cash
equivalents (5,256 )
17,548
Net decrease of cash and cash equivalents (26,301 )
(28,716 )
Cash and cash equivalents-beginning of year 135,088
163,804
Cash and cash equivalents-end of year 108,787
135,088
Supplementary cash flow information:
Interest received 2,641 606
1. Organization and Principal Activities
Zhejiang Jingbo Ecological Technology Co. is a PRC company which was formed on
December 18, 2019 and is engaged in the business of smart parking application
software and platform operations business. Zhang Guowei has been the Chairman of
Zhejiang Jingbo Ecological Technology Co. since December 2019.
Hangzhou Zhuyi Technology Co. ("Hangzhou Zhuyi") was incorporated under the laws
of the PRC on November 13, 2017 with a capital of RMB 60,000,000. The majority
shareholder at the time of establishment was Guowei Zhang. On April 1, 2020,
Zhejiang Jingpo Ecological Technology became the sole shareholder of Hangzhou
Zhuyi. Hangzhou Zhuyi is specialized in smart parking projects, smart parking
mobile applications and cloud platform construction innovation.
Zhejiang Linglingyi Network Technology Co. ("Linglingyi") was incorporated on
November 17, 2018. Its sole director is Guowei Zhang. Hangzhou Zhuyi acquired
100% of Linglingyion April 29. 2022. Its main businesses are smart parking
projects and smart parking mobile applications.
Liangshan Tongfu Technology Co. ("Liangshan") was incorporated on November 13,
2018. On September 29, 2022, Hangzhou Zhuyi entered in a share agreement with
Hangzhou Kaai Technology Co. to purchase 26% of Lingshan's shares. As a result,
Hangzhou Zhuyi holds 67% of Liangshan. Liangshan is into smart parking projects
and smart parking mobile applications businesses.
Zhuyi Technology (Anping) Co. ("Anping") was incorporated on May 12, 2022, which
is 90% owned by Hangzhou Zhuyi and it mainly focuses on smart parking projects
and smart parking mobile applications.
Haikou Zhuyi Technology Co. (“Haikou”) was incorporated on May 9, 2022 which is
a wholly subsidiary of Hangzhou Zhuyi. It mainly focuses on smart parking
projects and smart parking mobile applications.
Yibin Huibo Technology Co. ("Yibin") was incorporated on July 4, 2019, which is
80% owned by Hangzhou Zhuyi. It mainly focuses on smart parking projects and
smart parking mobile applications.
Xide Zhuyi Technology Co. ("Xide") was incorporated on October 14, 2021, which
is 67% owned by Hangzhou Zhuyi. It mainly focuses on smart parking projects and
smart parking mobile applications.
Hubei Tongpo Parking Management Co. ("Tongpo") was incorporated on November 4,
2020, which is a wholly subsidiary of Hangzhou Zhuyi. It mainly focuses on smart
parking projects and smart parking mobile applications.
Zhuyi Technology (Taining) Co. (“Taining”) was incorporated on May 18, 2021,
which is 72% owned by Hangzhou Zhuyi. It mainly focuses on smart parking
projects and smart parking mobile applications.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements include the balances and results of
operations of the Company have been prepared pursuant to the rules and
regulations of the U.S. Securities and Exchanges Commission (“SEC”) and in
conformity with generally accepted accounting principles in the U.S. (“US
GAAP”).
The accompanying financial statements are presented on the basis that the
Company is a going concern. The going concern assumption contemplates the
realization of assets and the satisfaction of liabilities in the normal course
of business.
The Company incurred net loss of $6,815,658 during the year ended May 31, 2022.
As of May 31, 2022, the Company had total deficit of $18,409,523.
. . .
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