UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K/A
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2019
Commission File Number: 001-38309
AGM GROUP HOLDINGS INC.
(T ranslation of registrant’s name into English)
c/o Creative Consultants (Hong Kong) Limited
Room 1502-3 15/F., Connuaght Commercial Building, 185 Wanchai Road
Wanchai, Hong Kong
+86-010-65020507 – telephone
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
We previously filed a current report on Form 6-K with the U.S. Securities and Exchange Commission on May 21, 2019 (the “Original 6-K”) in which we stated that as a result of Mr. Zhentao Jiang’s resignation as director and Chairman of the Board of Directors of AGM Group Holdings Inc. (the “Company”), 7,400,000 shares of the Class B ordinary shares of the Company (representing a total of 37,000,000 votes) beneficially held by Mr. Jiang shall be cancelled according to the Company’s Amended and Restated Memorandum and Articles. We hereby amend the Original 6-K to correct and clarify that as a result of Mr. Zhentao Jiang’s resignation, only 2,400,000 shares of the Class B ordinary shares of the Company (representing a total of 12,000,000 votes) held by Mr. Jiang shall be cancelled. The voting and dispositive rights to the 5,000,000 Class B ordinary shares of the Company (representing 25,000,000 votes) owned by Firebull Holdings Limited shall not be cancelled following Mr. Jiang’s resignation and are transferred to Wenjie Tang, Chief Executive Officer of the Company and a shareholder of Firebull Holdings Limited. A copy of the shareholders resolution of Firebull Holdings Limited in connection with the transfer of 5,000,000 Class B ordinary shares of the Company is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
EXHIBIT INDEX
Exhibit No . | Description | |
Exhibit 99.1 | Unanimous Written Consent of Shareholders in Lieu of a Meeting of Firebull Holdings Limited dated June 17, 2019 |
1
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, thereunto duly authorized.
Date: June 28, 2019 | AGM GROUP HOLDINGS INC. | |
By: | /s/ Wenjie Tang | |
Name: | Wenjie Tang | |
Title: | Chief Executive Officer and Director |
2
Exhibit 99.1
FIREBULL HOLDINGS LIMITED
UNANIMOUS WRITTEN CONSENT OF
SHAREHOLDERS IN LIEU OF A MEETING
Dated as of June 17, 2019
The undersigned, being the shareholders of Firebull Holdings Limited, a company formed under the laws of Hong Kong SAR (the “ Company ”), acting pursuant to the Company’s Articles of Association do hereby waive all notice of the time, place and purpose of a meeting and hereby consent and agree to the adoption of the following resolutions, with the same force and effect as if made at a duly convened and held meeting of the shareholders:
WHEREAS, the Company owns 5,000,000 shares of Class A ordinary shares (the “ Class A Ordinary Shares ”) and 5,000,000 shares of Class B ordinary shares (the “ Class B Ordinary Shares ”) of AGM Group Holdings Inc. (“ AGM ”);
WHEREAS, pursuant to the Supplement to the Share Purchasing Agreement by and among the Company, its shareholders and Zhentao Jiang dated December 28, 2016, Wenjie Tang has the voting and dispositive power of the 5,000,000 shares of Class A Ordinary Shares beneficially owned by the Company and Zhentao Jiang has the voting and dispositive power of the 5,000,000 shares of Class B Ordinary Shares beneficially owned by the Company;
WHEREAS, Zhentao Jiang tendered his resignation as the Chairman of the Board of AGM on May 16, 2019 and the Board of Directors of AGM approved his resignation, effective on May 19, 2019;
WHEREAS, the shareholders of the Company believe that it is in the best interest of the Company and its shareholders to grant Wenjie Tang the voting and dispositive power of the 5,000,000 shares of Class B Ordinary Shares owned by the Company.
NOW THEREFORE, BE IT
RESOLVED, the shareholders of the Company authorize and approve to grant Wenjie Tang the voting and dispositive power of the 5,000,000 shares of Class B Ordinary Shares owned by the Company.
General Resolutions
RESOLVED, that the proper officers of the Company be, and each of them hereby is, empowered to approve or authorize, as the case may be, such further action and the preparation, execution, and delivery of all such further instruments and documents in the name and on behalf of the Company, and to pay all such expenses and taxes, as in their judgment shall be necessary, proper, or advisable in order to carry out the intent and accomplish the purposes of the foregoing resolutions; and be it further
RESOLVED, that as used in the foregoing resolutions, the term “the proper officers” of the Company shall mean the President, Chief Executive Officer and Chief Financial Officer of the Company, and each of them, and with respect to matters involving only certification, attestation or countersignatures, any Secretary or Assistant Secretary of the Company; and that the proper officers of the Company be, and each of them acting alone hereby is, authorized and empowered, acting in the name and on behalf of the Company, to take such action and to execute and deliver all agreements, documents, and instruments referred to expressly or generally in the preceding resolutions, and any amendments, supplements, or modifications to any of such agreements, documents, and instruments; such actions, agreements, documents, instruments, amendments, supplements, and modifications shall be in such form and substance as the proper officer executing the same may, in his or her sole discretion, deem to be in the best interest of the Company in connection with or arising out of the actions contemplated by the foregoing resolutions; and be it further
RESOLVED, that any and all actions heretofore taken by the directors or the proper officers of the Company on behalf of the Company in furtherance of the actions authorized or contemplated by these foregoing resolutions be, and they hereby are, ratified, affirmed and approved in all respects, including, without limitation, the execution and delivery of any documents and instruments, including amendments, supplements, or modifications thereto as have been necessary or appropriate in order to effectuate the actions contemplated by the foregoing resolutions; and be it further
RESOLVED, that this Unanimous Written Consent of the Shareholders in Lieu of a Special Meeting may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument and that facsimile and PDF signatures shall be deemed to have the same effect as originals; and be it further
RESOLVED, that this Unanimous Written Consent of the Shareholders in Lieu of a Special Meeting shall be filed with the minutes of meetings of the shareholders and shall be treated for all purposes as action taken at a meeting.
[ Signature Page Follows ]
IN WITNESS WHEREOF , the undersigned, by affixing its signature hereto, does hereby consent to, authorize and approve the foregoing actions in its capacity as the shareholder of Firebull Holdings Limited.
/s/ Wenjie Tang | ||
Wenjie Tang | ||
Shares Held: 1 ordinary shares (representing 50% of total issued and outstanding) | ||
/s/ Chengchun Zhang | ||
Chengchun Zhang | ||
Shares Held: 1 ordinary shares (representing 50% of total issued and outstanding) |