SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
 
 
CURRENT REPORT
 
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
 
Date of report (date of earliest event reported): December 23, 2016
 
 
AOXIN TIANLI GROUP, INC.
(Exact name of registrant as specified in its charter)
 
 
British Virgin Islands
 
001-34799
 
N/A
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
Suite K, 12th Floor, Building A, Jiangjing Mansion
228 Yanjiang Ave., Jiangan District, Wuhan City
Hubei Province, China 430010
(Address of principal executive offices)
 
Registrant’s telephone number, including area code: (+86) 27 8274 0726
 
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:
 
¨
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.

On December 23, 2016, Aoxin Tianli Group, Inc. (the “Company”) entered into an Equity Transfer Agreement with Zhong Bi Cheng Holdings Co., Ltd. ("Zhong Bi Cheng"), a Hangzhou-based PRC corporation, for the sale of the Company’s 88% equity interest in Hubei Hang-ao Servo-valve Manufacturing Technology Co., Ltd. (“Hang-ao”) for a total consideration of RMB 26 million (approximately US$ 3.7 million), of which RMB 5 million has been paid to the Company, with the remaining RMB 21 million due by December 30, 2016.
 
Item 7.01 Regulation FD Disclosure

On December 27, 2016, Aoxin Tianli Group, Inc. issued a press release announcing that it had executed an equity transfer agreement to sell the Company's 88% equity interest in Hubei Hang-ao Servo-valve Manufacturing Technology Co., Ltd.
 
The information in this Item 7.01and Exhibit 99.1 attached hereto, shall not be deemed as “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such Section, nor shall it be deemed incorporated by reference in any filing by us under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits.
 
10.1 
Equity Transfer Agreement dated December 23, 2016 for the sale of the Company’s 88% equity interest in Hubei Hang-ao Servo-valve Manufacturing Technology Co., Ltd. to Zhong Bi Cheng
99.1 
Press release issued December 27, 2016.
 
 
 
 
 
 
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
       
 
AOXIN TIANLI GROUP, INC.
     
 
By:
 
/s/ Wocheng Liu  
     
Wocheng Liu
Chairman and Co-Chief Executive Officer
 
Dated: December 27, 2016
 
 
 
 
Exhibit 10.1

Equity Transfer Agreement
 
Party A (Transferor) : Wuhan Aoxin Tianli Enterprise Investment Management Co., Ltd
 
Party B (Transferee) : Zhongbicheng Holdings Co., Ltd
 
Party C (Transfer Target) : Hubei Hang-ao Servo-valve Manufacturing Technology Co., Ltd
 
WHEREAS, Party A legally owns 88% Equity of Party C, and Party A voluntarily wants to transfer 88% equity of Party C to Party B; AND
 
WHEREAS, Party B agrees to accept the 88% equity of Party C; AND
 
WHEREAS, the Board of Directors of Party A also consents to transfer 88% equity of Party C to Party B;
 
NOW, THEREFORE, in consideration of the foregoing premises and the friendly negotiations among Party A and Party B, the following equity transfer agreement is entered in accordance with the principle of equality and mutual benefit.

Section I Equity Transfer
 
1.
Party A consents to transfer 88% equity of Party C to Party B, Party B agrees to accept the equity;
 
2.
The above-mentioned equity shall include all the attached interests and rights under that equity, and shall be free and clear of (including, but not limited to) all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature or description.
 
3.
When the agreement takes effect, Party A shall not burden any obligations and responsibilities for the operational management and claims and Debts of Party C.

Section II Transferring Price and the Payment Methods
 
1.
Upon the terms and subject to the conditions of this Agreement, Party A agrees to transfer the 88% equity of Party C to Party B at the price of RMB 26 million Yuan, Party B agrees the price for the equity.
 
 
 
 
 
 
 
 
2.
Party B agrees to make a prepayment of RMB 5 million Yuan to the bank accounts designated by Party A within 3 days upon the execution of this agreement, and the remaining purchase price will be paid before December 30, 2016.
 
3.
Party A agrees that Party B can start to process the business registration upon the payment of the remaining purchase price.
 
Section III Representations of Party A
 
1.
Party A is the exclusive owner of the transferring equity set forth in Section I.
 
2.
From the effective date of the agreement, Party A shall fully quit from the operations of Party C, and shall not have the rights of the distribution of the assets, properties and profits.

Section IV Representations of Party B
 
1.
Party B acknowledges and complies with the Amended Articles of Association of Party C;
 
2.
Party B ensures to pay the purchase price in terms of the payment deadline and method stipulated in Section II.
 
3.
Party B promises to take responsibities stipulated in Section I Article 3.

Section V Expense from the Equity Transfer
All the parties agree all the transferring fees and related expenses shall be undertaken by Party B.

Section VI Liability for Breach of Contract
 
1.
If any party violates or fails to implement any clauses of the agreement, the breaching party should indemnify all the economic losses of the non-breaching party;
 
2.
If party B fails to pay the equity purchase price timely according to the regulations of Section II, party A shall have the right to charge the overdue fine at the rate of 5‰ per day commencing the date of the deadline stipulated in Section II. When Party B pays the overdue fine, but the loss caused to Party A is over the overdue fine, or other damages are caused due to the breaching of Party B, it shall not impact Party A to claim for the indemnification regarding to the excess portion between the overdue fine and the loss and other damages.
 
 
 
 
 
 
 
Section VII Confidentiality
Both Parties shall have the obligations to keep confidential regarding each party’s commercial information acquired during the performing of the agreement, the confidentiality is still valid and effective upon the termination of the agreement. Should any party violates the confidential clause and causes loss to the other party, it should undertake all the charges and losses of the other party.
 
Section VIII   Effective Clauses and Miscellaneous
 
1.
This agreement shall be effective upon the execution of Party A, Party B.
 
2.
Any disputes caused by the implement of this agreement must be first settled by Party A and Party B pursuant to the principle of friendly negotiations. In case no such settlement can be reached, either party has the right to file a suit to the People’s court where Party A is located. 
 
3.
This agreement is in triplicate, each of the parties holds one copy, and all of which shall be deemed to be an original and share the same legal effect.


Party A (Transferor): Wuhan Aoxin Tianli Enterprise Investment Management Co., Ltd
Legal Person or authorized representative:

Party B (Transferee): Zhongbicheng Holdings Co., Ltd
Legal Person or authorized representative:

Party C (Transfer Target): Hubei Hang-ao Servo-valve Manufacturing Technology Co., Ltd
Legal Person or authorized representative:

 
         Date: December 23, 2016


 
 
Exhibit 99.1
 
Aoxin Tianli Group, Inc. Announces Sale of Equity Interest in Hang-Ao
 
WUHAN, China, Dec. 27, 2016 /PRNewswire/ -- Aoxin Tianli Group, Inc. (NASDAQ: ABAC) ("Aoxin Tianli" or the "Company"), a leading producer of breeder hogs, market hogs and black hogs, as well as specialty processed black hog pork products sold through retail outlets and the internet, with headquarters in Wuhan City, Hubei Province, China, today announced that it has executed an equity transfer agreement (the "Equity Transfer Agreement") to sell the Company's 88% equity interest in Hubei Hang-ao Servo-valve Manufacturing Technology Co., Ltd. ("Hang-ao") to Zhong Bi Cheng Holdings Co., Ltd. ("Zhong Bi Cheng"), a Hangzhou-based PRC corporation.
 
Pursuant to the Equity Transfer Agreement entered in by and between the Company and Zhong Bi Cheng on December 23, 2016, the Company agreed to transfer 88% of the equity interest in Hang-ao for a total consideration of RMB 26 million (approximately US$ 3.7 million), of which RMB 5 million has been paid to the Company and the remaining RMB 21 million due by December 30, 2016. The Company's Board of Directors voted in favor of the transaction on December 23, 2016.
 
About Aoxin Tianli Group, Inc.
 
Aoxin Tianli Group, Inc. (the "Company"), previously known as Tianli Agritech, Inc., is in the business of breeding, raising and selling breeder and market hogs in China. The Company also sells specialty processed black hog pork products through supermarkets and other retail outlets, as well as the internet.
 
Forward-Looking Statements
 
This news release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. These statements are subject to uncertainties and risks including, but not limited to, product and service demand and acceptance, changes in technology, economic conditions, the impact of competition and pricing, government regulations, and other risks contained in reports filed by the company with the Securities and Exchange Commission. All such forward-looking statements, whether written or oral, and whether made by or on behalf of the Company, are expressly qualified by this cautionary statement and any other cautionary statements which may accompany the forward-looking statements. In addition, the Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.
 
For more information, please contact:
 
Tony Tian, CFA
Weitian Group LLC
Phone: +1-732-910-9692
Email: tony.tian@weitian-ir.com