UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
the month of June 2021
Commission
File Number 001-35715
KBS
FASHION GROUP LIMITED
(Translation
of registrant’s name into English)
Xin
Fengge Building
Yupu
Industrial Park
Shishi
City, Fujian Province 362700
People’s
Republic of China
(Address
of principal executive offices)
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): ☐
Note:
Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached
annual report to security holders.
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): ☐
Note:
Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that
the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated,
domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on
which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to
be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the
subject of a Form 6-K submission or other Commission filing on EDGAR.
On
June 22, 2021, we entered into an Employment Agreement with Sun Lei, our Chief Executive Officer. Under the Employment Agreement, Sun
Lei shall receive a cash compensation of USD1.00 and, based upon our annual revenues as reported in our 2021 annual report, stock compensation
as follows: (i)10,000 shares of ordinary stock for revenue of USD10,000,000; (ii) 100,000 shares of ordinary stock for revenue of USD20,000,000;
(iii) 250,000 shares of ordinary stock for revenue of USD30,000,000; (iv) 500,0000 shares of ordinary stock for revenue of USD40,000,000;
and (v) 1,000,000 shares of ordinary stock for revenue of USD50,000,000. The Employment Agreement has a term of 1 year and has been approved
by the board of directors of the company and by the written consent of majority of the shareholders of the company. An English translation
of the agreement is filed herewith as Exhibit 10.1.
On
June 22, 2021, we release the press release furnished herewith as Exhibit 99.1.
On
June 16, 2021, we held the special meeting of shareholders (the “SMS”) at 9:00 a.m. local time at: Wingate by Wyndham Hainan
Chengmai, 30 West Yongqing Road Yingbin Coast, Chengmai County, Chengmai, China 571900. At the SMS, holders of 2,392,059 ordinary shares,
out of 4,233,272 ordinary shares issued and outstanding, were present in person, and therefore constituting a quorum of holders of not
less than a majority of the total voting power and entitled to vote at the SMS as of May 21, 2021, the record date of the SMS.
At
the SMS, the shareholders of the company approved the following:
1. Amend
Article VI, Section 1 of the Corporation’s Amended and Restated Articles of Incorporation dated October 30, 2012, as further amended
by articles of amendment filed on October 31, 2014 and February 3, 2017 (collectively the “Articles”) such that, as permitted
by Section 67(1) of the BCA, a majority of the Corporation’s shareholders may act by written consent without a meeting. As proposed
to be amended, Article VI, Section 1 of the Articles would be amended in its entirety and replaced by the following provision:
“Action
By Written Consent. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting, without
prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders
of outstanding shares having not less than a majority of the total voting power of the then-outstanding capital stock of the Corporation
entitled to vote, or such greater proportion as may be required under the BCA.” and
2.
the Company’s future issuance, in one or more tranches from time to time, of up to 1,500,000 shares of the Company’s common
stock upon conversion of the Company’s issued and outstanding shares of Series A Convertible Preferred Stock by the holder(s) thereof.
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 22, 2021
|
KBS
Fashion Group Limited
|
|
|
|
|
|
|
By:
|
/s/
Sun Lei
|
|
|
Sun
Lei
Chief Executive Officer
|
EXHIBIT
INDEX
3
Exhibit 10.1
This
Employment Agreement (the “Agreement”) is made as of this day of June 22, 2021 (the “Effective Date”) by and between
KBSF Fashion Group Limited, a corporate based in Marshall Island (“Employee”) and Sun Lei, a citizen of People’s republic
of China(“Employer” or “Company”), (each, a “Party” and collectively, the “Parties”).
The Parties agree and covenant to be bound by the terms set forth in this Agreement as follows:
|
|
1.
|
Employment.
Employer shall employ Employee as a Chief Executive Officer. The Employee shall be responsible
for all operations of the Company during the term of this employment.
|
|
|
2.
|
Term. The
term of this Agreement is for 1 years.
|
|
|
3.
|
Compensation.
The compensation of the Employee shall be as follows:
|
Base
Salary: USD 1.00
Based
upon the financial result of Company’s 2021 annual report, the Employee shall be entitled to the following:
|
Revenue
|
|
Number of Shares
|
|
|
USD10,000,000
|
|
|
10,000
|
|
|
USD20,000,000
|
|
|
100,000
|
|
|
USD30,000,000
|
|
|
250,000
|
|
|
USD40,000,000
|
|
|
500,000
|
|
|
USD50,000,000
|
|
|
1,000,000
|
|
In
case of company reaches annual revenue of more than USD60,000,000, the board of directors of the Company shall reach an agreement with
the Employee on the number of shares as compensation, and such compensation shall be not less than 1,000,000 shares.
The
Employee will be entitled to special bonus as determined by the board from time to time.
A.
Confidential and Proprietary Information. In the course of employment, Employee will be exposed to confidential and proprietary information
of Employer. Confidential and proprietary information shall mean any data or information that is competitively sensitive material and
not generally known to the public, including, but not limited to, information relating to development and plans, marketing strategies,
finance, operations, systems, proprietary concepts, documentation, reports, data, specifications, computer software, source code, object
code, flow charts, data, databases, inventions, know-how, trade secrets, customer lists, customer relationships, customer profiles, supplier
lists, supplier relationships, supplier profiles, pricing, sales estimates, business plans and internal performance results relating
to the past, present or future business activities, technical information, design, process, procedure, formula, or improvement, which
Employer considers confidential and proprietary. Employee acknowledges and agrees that the confidential and proprietary information is
valuable property of Employer, developed over a long period of time at substantial expense and that it is worthy of protection.
B.
Confidentiality Obligations. Except as otherwise expressly permitted in this Agreement, Employee shall not disclose or use
in any manner, directly or indirectly, any confidential and proprietary information either during the term of this Agreement or at any
time thereafter, except as required to perform their duties and responsibilities or with Employer’s prior written consent.
C.
Rights in Confidential and Proprietary Information. All ideas, concepts, work product, information, written material or other
confidential and proprietary information disclosed to Employee by Employer (i) are and shall remain the sole and exclusive property of
Employer, and (ii) are disclosed or permitted to be acquired by Employee solely in reliance on Employee’s agreement to maintain
them in confidence and not to use or disclose them to any other person except in furtherance of Employer’s business. Except as
expressly provided herein, this Agreement does not confer any right, license, ownership or other interest or title in, to or under the
confidential and proprietary information to Employee.
D.
Irreparable Harm. Employee acknowledges that use or disclosure of any confidential and proprietary information in a manner
inconsistent with this Agreement will give rise to irreparable injury for which damages would not be an adequate remedy. Accordingly,
in addition to any other legal remedies which may be available at law or in equity, Employer shall be entitled to equitable or injunctive
relief against the unauthorized use or disclosure of confidential and proprietary information. Employer shall be entitled to pursue any
other legally permissible remedy available as a result of such breach, including but not limited to damages, both direct and consequential.
In any action brought by Employer under this Section, Employer shall be entitled to recover its attorney’s fees and costs from
Employee.
11.
Ownership of Work Product. The Parties agree that all work product, information or other materials created and developed by
Employee in connection with the performance of duties and responsibilities under this Agreement and any resulting intellectual property
rights are the sole and exclusive property of Employer.
12.
Termination. This Agreement may be terminated immediately by Employer for any cause or in the event Employee violates any provision
of this Agreement.
Employer
may terminate at any time by giving 5 days’ notice in writing to Employee. During the notice period, Employee and Employer agree to continue
diligently fulfilling their duties and obligations in good faith with best efforts.
Employee
may terminate this Agreement and the employment at any time by giving 5 days’ notice in writing to Employer
At
the time of termination, Employee agrees to return all Employer property, including but not limited to computers, cell-phones, and any
other electronic devices. Employee shall reimburse Employer for any Employer property lost or damaged in an amount equal to the market
price of such property.
13.
Miscellaneous.
A.
Authority to Contract. Employee acknowledges and agrees that Employee does not have authority to enter into any binding contracts
or commitments for or on behalf of Employer without first obtaining the prior written consent of Employer.
B.
Governing Law. The terms of this Agreement shall be governed exclusively by the laws of the Marshall Island (not including
its conflicts of law provisions). Any dispute arising from this Agreement shall be resolved through Arbitration. The dispute shall be
resolved through binding arbitration conducted in accordance with the rules of the American Arbitration Association.
C.
Entire Agreement and Amendment. This Agreement constitutes the entire agreement between the Parties and supersedes all prior understandings
of the Parties. No supplement, modification or amendment of this Agreement will be binding unless executed in writing by both of the
Parties.
D.
Notices. Any notice or other communication given or made to either Party under this Agreement shall be in writing and delivered
by hand, sent by overnight courier service or sent by certified or registered mail, return receipt requested, to the address stated above
or to another address as that Party may subsequently designate by notice and shall be deemed given on the date of delivery.
E.
Waiver. Neither Party shall be deemed to have waived any provision of this Agreement or the exercise of any rights held under
this Agreement unless such waiver is made expressly and in writing. Waiver by either Party of a breach or violation of any provision
of this Agreement shall not constitute a waiver of any subsequent or other breach or violation.
F.
Further Assurances. At the request of one Party, the other Party shall execute and deliver such other documents and take such
other actions as may be reasonably necessary to give effect the terms of this Agreement.
G.
Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in whole or in part, the remaining
provisions shall not be affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable
parts had not been included in this Agreement.
H.
No Assignment. The interests of Employee are personal to Employee and cannot be assigned.
IN
WITNESS WHEREOF, this Agreement has been executed and delivered as of the date first written above.
|
|
|
|
Sun Lei
|
|
|
|
|
|
Date: June 22, 2021
|
|
|
|
|
|
|
|
|
Keyan Yan, Chairman of the Board of Director of KBSF
|
|
|
|
|
Date: June 22, 2021
|
|
_
4
Exhibit 99.1
KBSF enters into Employment Agreement with Sun Lei, its Chief
Executive Officer
SHISHI, China, June
22, 2021 /PRNewswire/ -- KBS Fashion Group Limited (“KBS” or the “Company”) (NASDAQ: KBSF), a leading fully-integrated
casual menswear company in China and the operator of Luxventure, a social media platform, today announced that the Company has entered
into an Employment Agreement with Sun Lei, our Chief Executive Officer. Under the Employment Agreement, Sun Lei shall receive a cash compensation
of USD1.00 and, based upon our annual revenues as reported in our 2021 annual report, stock compensation as follows: (i)10,000 shares
of ordinary stock for revenue of USD10,000,000; (ii) 100,000 shares of ordinary stock for revenue of USD20,000,000; (iii) 250,000 shares
of ordinary stock for revenue of USD30,000,000; (iv) 500,0000 shares of ordinary stock for revenue of USD40,000,000; and (v) 1,000,000
shares of ordinary stock for revenue of USD50,000,000. The Employment Agreement has a term of 1 year and has been approved by the board
of directors of the company and by the written consent of majority of the shareholders of the company.
This
press release shall not constitute an offer to sell, or the solicitation of an offer to buy, nor may there be any sale of these securities
in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
About KBS Fashion Group Limited
Headquartered in Shishi, China, KBS Fashion
Group Limited, through its subsidiaries, is engaged in the business of i) designing, manufacturing, selling and distributing its own casual
menswear brand, KBS, through a KBS branded corporate store and over a number of multi-brand stores. KBS Fashion Group is the operator
of Luxventure, a social media platform. To learn more about the Company, please visit its corporate website at www.kbsfashion.com.
Safe Harbor Statement
This press release may contain certain
“forward-looking statements” relating to the business of KBS Fashion Group Limited, and its subsidiary companies. All statements,
other than statements of historical fact included herein, are “forward-looking statements” in nature within the meaning of the
Private Securities Litigation Reform Act of 1995. These forward-looking statements, often identified by the use of forward-looking terminology
such as “believes,” “expects” or similar expressions, involve known and unknown risks and uncertainties. Although
the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions,
risks and uncertainties, and these expectations may prove to be incorrect. Investors should not place undue reliance on these forward-looking
statements, which speak only as of the date of this press release. The Company’s actual results could differ materially from those anticipated
in these forward-looking statements as a result of a variety of factors, including those discussed in the Company’s periodic reports that
are filed with the Securities and Exchange Commission and available on its website (http://www.sec.gov). All forward-looking statements
attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as
required under the securities laws, the Company does not assume a duty to update these forward-looking statements.
SOURCE KBS Fashion Group Limited
Related Links
http://www.kbsfashion.com