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): March 23, 2022
(Exact Name of Registrant as Specified in Charter)
| Florida | 001-34864 | 33-0961490 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
6 Xinghan Road, 19th Floor Hanzhong City Shaanxi Province, 723000 |
| (Address of Principal Executive Offices and Zip Code) |
Registrant’s telephone number, including area code: (86) 091-62622612
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock, $0.001 par value | GGE | The NASDAQ Capital Market |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of 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(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
| ¨ | 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 ¨
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. ¨
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On March 23, 2022, Green Giant Inc. (the “Company”) completed the change of its name from China HGS Real Estate Inc. to Green Giant Inc., effective immediately (the “Name Change”). The Company filed a Certificate of Amendment (the “Certificate”) with the Secretary of State for the State of Florida to amend and restate its articles of incorporation on March 10, 2022. The Name Change was approved by the Company’s Board of Directors (the “Board”) on January 27, 2022 and by shareholders holding a majority of the Company’s issued and outstanding capital stock on February 2, 2022.
The Name Change does not affect the rights of the Company’s shareholders. The Company’s common stock will cease trading under the ticker symbol “HGSH” and will begin trading under the ticker symbol “GGE” as of March 23, 2022. In connection with the Name Change, the Company's common stock will continue to trade on the Nasdaq Capital Market and will keep the same CUSIP number of 16948W 209.
A copy of the Certificate effecting the name change, as filed with the Florida Secretary of State, is filed herewith as Exhibit 3.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit No. |
Exhibit Title or Description | |
| 3.1 | Articles of Amendment to the Amended and Restated Articles of Incorporation of Green Giant Inc. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
SIGNATURE
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: March 23, 2022 | Green Giant Inc. | |
| By: | /s/ Neng Chen | |
| Name: Neng Chen | ||
| Title: Chief Executive Officer and Chairman | ||
Exhibit 3.1
Articles of Amendment
to
Articles of Incorporation
of
CHINA HGS REAL ESTATE, INC.
(Name of Corporation as currently filed with the Florida Dept. of State)
P01000031158
(Document Number of Corporation (if known)
Pursuant to the provisions of section 607.1006, Florida Statutes, this Florida Profit Corporation adopts the following amendment(s) to its Articles of Incorporation:
| A. | If amending name, enter the new name of the corporation: |
Green Giant Inc.
_________________________________________________________________________________________________ The new name must be distinguishable and contain the word “corporation,” “company,” or “incorporated” or the abbreviation “Corp.,” “Inc.,” or Co.,” or the designation “Corp,” “Inc,” or “Co”. A professional corporation name must contain the word “chartered,” “professional association,” or the abbreviation “P.A.”
| B. | Enter new principal office address, if applicable: | |
| (Principal office address MUST BE A STREET ADDRESS ) |
| |
| C. | Enter new mailing address, if applicable: | |
| (Mailing address MAY BE A POST OFFICE BOX) | ||
| D. | If amending the registered agent and/or registered office address in Florida, enter the name of the new registered agent and/or the new registered office address: |
| Name of New Registered Agent | ||||
| (Florida street address) | ||||
| New Registered Office Address: | , Florida | |||
| (City) | (Zip Code) | |||
New Registered Agent’s Signature, if changing Registered Agent:
I hereby accept the appointment as registered agent. I am familiar with and accept the obligations of the position.
| Signature of New Registered Agent, if changing |
If amending the Officers and/or Directors, enter the title and name of each officer/director being removed and title, name, and address of each Officer and/or Director being added:
(Attach additional sheets, if necessary)
Please note the officer/director title by the first letter of the office title:
P = President; V= Vice President; T= Treasurer; S= Secretary; D= Director; TR= Trustee; C = Chairman or Clerk; CEO = Chief Executive Officer; CFO = Chief Financial Officer. If an officer/director holds more than one title, list the first letter of each office held. President, Treasurer, Director would be PTD.
Changes should be noted in the following manner. Currently John Doe is listed as the PST and Mike Jones is listed as the V. There is a change, Mike Jones leaves the corporation, Sally Smith is named the V and S. These should be noted as John Doe, PT as a Change, Mike Jones, V as Remove, and Sally Smith, SV as an Add.
Example:
| x Change | PT | John Doe |
| x Remove | V | Mike Jones |
| x Add | SV | Sally Smith |
| Type of Action | Title | Name | Address | ||||
| (Check One) | |||||||
| 1) | ¨ Change | ||||||
| ¨ Add | |||||||
| ¨ Remove | |||||||
| 2) | ¨ Change | ||||||
| ¨ Add | |||||||
| ¨ Remove | |||||||
| 3 ) | ¨ Change | ||||||
| ¨ Add | |||||||
| ¨ Remove | |||||||
| 4) | ¨ Change | ||||||
| ¨ Add | |||||||
| ¨ Remove | |||||||
| 5) | ¨ Change | ||||||
| ¨ Add | |||||||
| ¨ Remove | |||||||
| 6) | ¨ Change | ||||||
| ¨ Add | |||||||
| ¨ Remove | |||||||
| E. | If amending or adding additional Articles, enter change(s) here: |
| (Attach additional sheets, if necessary). (Be specific) |
| F. | If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself: |
| (if not applicable, indicate N/A) |
The date of each amendment(s) adoption: ______________________________________________________, if other than the date this document was signed.
Effective date if applicable: ___________________________________________________________________________
(no more than 90 days after amendment file date)
Note: If the date inserted in this block does not meet the applicable statutory filing requirements, this date will not be listed as the document’s effective date on the Department of State’s records.
Adoption of Amendment(s) (CHECK ONE)
| x | The amendment(s) was/were adopted by the shareholders. The number of votes cast for the amendment(s) by the shareholders was/were sufficient for approval. |
| ¨ | The amendment(s) was/were approved by the shareholders through voting groups. The following statement must be separately provided for each voting group entitled to vote separately on the amendment(s): |
| “The number of votes cast for the amendment(s) was/were sufficient for approval by | .” | |
| (voting group) |
| ¨ | The amendment(s) is/are being filed pursuant to s. 607.0120 (11) (e), F.S. | |
| ¨ | The amendment(s) was/were adopted by the incorporators, or board of directors without shareholder action and shareholder action was not required. |
| Dated | 03/07/2022 | ||||
| Signature | /s/ Neng Chen | ||||
(By a director, president or other officer – if directors or officers have not been selected, by an incorporator – if in the hands of a receiver, trustee, or other court appointed fiduciary by that fiduciary) | |||||
| Neng Chen | |||||
| (Typed or printed name of person signing) | |||||
| CEO and Chairman | |||||
| (Title of person signing) | |||||