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 7, 2016 (December 2, 2016)

 

TAKUNG ART CO., LTD  

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-55500   26-4731758

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

   

Flat/RM 03-04 20/F Hutchison House

10 Harcourt Road, Central Hong Kong

(Address of Principal Executive Offices)

Registrant’s telephone number: +852 3158 0977

 

 

(Former name or former address, if changed since last report)

 

 

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 ( see  General Instruction A.2. below):

 

¨ 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))

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

On December 2, 2016, our Hong Kong subsidiary, Hongkong Takung Assets and Equity of Artworks Exchange Co., Ltd. entered into a loan agreement with Merit Crown Limited, a Hong Kong company to borrow US$1.52 million to meet its working capital needs (“US Dollar Loan”). Interest shall accrue at a rate of 8% per annum pro-rated to the actual loan period, which shall be from the date the loan amount is made through November 30, 2017.

 

Also on December 2, 2016, our PRC subsidiary, Takung Cultural Development (Tianjin) Co., Ltd. entered into an interest- free loan agreement to lend an individual, Xiaohui Wang, a national of the People’s Republic of China RMB10.55 million (equivalent to US$1.52 million) for the same duration as the aforementioned loan (“RMB Loan”). This loan is guaranteed by Chongqing Wintus (New Star) Enterprises Group and Ms. Wang is a shareholder and the legal representative of it.

 

The US Dollar Loan is to provide Hongkong Takung Assets and Equity of Artworks Exchange Co., Ltd with sufficient US Dollar-denominated currency to meet its working capital requirements. It is “secured” by the RMB Loan of equivalent amount by its subsidiary to an individual and guarantor affiliated with the lender of the US Dollar Loan. It is the understanding between the parties that when the US Loan is repaid, the RMB Loan will similarly be repaid.

 

The foregoing description of the US Dollar Loan agreement and the RMB Loan agreement does not purport to be complete and is qualified in its entirety by the US Dollar Loan agreement and the RMB Loan agreement, a copy of which are attached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.

 

The information in this Current Report on Form 8-K (the “Form 8-K”) is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Form 8-K, except as shall be expressly set forth by specific reference in such filing. The information in this Form 8-K will not be deemed an admission as to the materiality of any information in this Form 8-K that is required to be disclosed solely by Regulation FD.

  

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.

Description

 

10.1 English Translation of the Loan Agreement between Hongkong Takung Assets and Equity of Artworks Exchange Co., Ltd. and Merit Crown Limited dated December 2, 2016.

 

10.2 English Translation of the Loan Agreement between Takung Cultural Development (Tianjin) Co., Ltd., Xiaohui Wang and Chongqing Wintus (New Star) Enterprises Group dated December 2, 2016.

 

 

 

 

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.

 

    Takung Art Co., Ltd
   
Date:  December 7, 2016    
   
   

/s/ Di Xiao

    Name: Di Xiao
    Title: Chief Executive Officer and Director

 

 

 

Exhibit 10.1

 

 

Loan Agreement

 

Lender: Merit Crown Limited (a company registered in Hong Kong, company No.: 2174556).

 

Borrower: Hongkong Takung Assets and Equity of Artworks Exchange Co., Ltd. (a company registered in Hong Kong, company No.: 1801348).

 

The two parties enter into this Agreement after full consultation.

 

Article 1. The Borrower borrows US$1,520,000 (One Million Five Hundred and Twenty Thousand US Dollars) from the Lender to meet the Borrower’s working capital needs. The loan period shall commence from the date when the Lender pays the full amount to the Borrower after deduction of the interest according to Article 2 (tentatively 9 December 2016) and end on 30 November 2017.

 

Article 2. The Borrower shall pay interest to the Lender at the annual interest rate of 8% based on the actual loan period. The interest for the actual loan period shall be paid on the commencement date of the loan period, and will be deducted from the loan amount by the Lender.

 

Article 3. Upon expiry of the loan period, the Borrower shall repay the principal to the Lender in a lump sum at the amount of US$1,520,000 (One Million Five Hundred and Twenty Thousand US Dollars). The parties can agree in advance to shorten or extend the loan period.

 

Article 4. This Agreement has two original copies, each of the Lender and the Borrower will keep one original copy, which shall have equal legal effect.

 

Article 5. This Agreement shall take effect on the date when the two parties sign thereon.

  

 

Lender:

Borrower:

Date: 2 December 2016 

Date: 2 December 2016

 

 

 

Exhibit 10.2

 

 

Loan Agreement

 

Lender: Takung Cultural Development (Tianjin) Co., Ltd. (a company registered in the People’s Republic of China with registered address at Room 1704-9158, Block A Kuang Shi International Building, Xiangluo Bay, Tianjin Free Trade Area (Central Business District), China)

 

Borrower: Xiaohui Wang, Exit-Entry Permit for Travailing to and from Hong Kong and Macau No.: C25469808

 

Guarantor: Chongqing Wintus (New Star) Enterprises Group (a company registered in the People’s Republic of China, registration No.: 500103000048186)

  

The three parties enter into this Agreement after full consultation.

 

Article 1. The Borrower borrows RMB10,550,000 (equivalent to US$1,520,000) from the Lender to meet the Borrower’s working capital needs. The loan period shall commence from the date when the Lender pays the full amount to the Borrower (tentatively 2 December 2016) and end on 30 November 2017.

 

Article 2. The Borrower shall pay interest to the Lender at the annual interest rate of 0% based on the actual loan period.

 

Article 3. Upon expiry of the loan period, the Borrower shall repay the principal and interest to the Lender in a lump sum. The parties can agree in advance to shorten or extend the loan period.

 

Article 4. The Borrower designates the following account as the loan account. The loan is deemed to have been provided once it is transferred into the loan account by the Lender. The Borrower and the Guarantor warrants that the funds will be legally transferred and used, and shall be solely responsible for the relevant legal liabilities.

 

 

 

 

Name of account holder: Chongqing Wintus (New Star) Enterprises Group

 

Account opening bank: Beipei Sub-branch, Chongqing Branch, China Construction Bank

 

Account No.:

 

Article 5. The Guarantor shall be jointly responsible for all repayment liabilities of the Lender under this Agreement, including without limitation to the principal, interest and all costs in relation to collection of debts.

 

Article 6. This Agreement has three original copies, each of the Lender, the Borrower and the Guarantor will keep one original copy, which shall have equal legal effect.

 

Article 7. This Agreement shall take effect on the date when the three parties sign thereon.

 

 

Lender:

 

Date: 2 December 2016

 
   

Borrower:

Guarantor:

Date: 2 December 2016 Date: 2 December 2016