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, January 2022

 

Commission File Number 001-40375

 

E-Home Household Service Holdings Limited

(Translation of registrant’s name into English)

 

Floor 9, Building 14, HaixiBaiyue Town

No. 14 Duyuan Road, Luozhou Town

Cangshan District, Fuzhou City 350001

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): ☐

 

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): ☐

 

 

 

 

 

 

Acquisition of 60% Equity Interests of Putian YouYou Cleaning Co., Ltd. (“YouYou Cleaning”)

 

On January 20, 2022, E-Home Household Service Holdings Limited (the “Company”) and E-Home (Pingtan) Home Service Co., Ltd. (“E-Home Pingtan”), a wholly-owned subsidiary of the Company in China, entered into an equity transfer agreement (the “YouYou Agreement”) with YouYou Cleaning and Mr. Guoqing Wang (“Mr. Wang”), the sole shareholder of YouYou Cleaning, pursuant to which Mr. Wang agreed to transfer 60% of the equity interests in YouYou Cleaning to E-Home Pingtan, in consideration for the sum of (i) RMB4 million (approximately $0.63 million) in cash and (ii) 2,702,826 ordinary shares of the Company valued at RMB32 million (approximately $5.03 million) with a per share issuance price equal to 120% of the average of the Nasdaq closing price for the consecutive twenty trading days preceding January 11, 2022, or $1.86 (the “YouYou Acquisition”).

 

Acquisition of 40% Equity Interests of Shenzhen Chinese Enterprises Industrial LianBao Appliance Service Co., Ltd. (“LianBao Appliance Service”)

 

On January 20, 2022, the Company and E-Home Pingtan entered into another equity transfer agreement (the “LianBao Agreement”) with LianBao Appliance Service and its nine shareholders (the “Sellers”), pursuant to which the Sellers will transfer 40% of the equity interests in LianBao Appliance Service to E-Home Pingtan, in exchange for a total of 5,823,363 ordinary shares of the Company, as determined by the quotient of dividing the purchase price of RMB63.2 million (approximately $9.93 million) by a per share issuance price equal to 110% of the average of the Nasdaq closing price for the consecutive twenty trading days preceding January 11, 2022, or $1.705 (the “LianBao Acquisition”).

 

The Company relied on the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation S in connection with the issuance of the ordinary shares as full or a portion of consideration in the above two acquisitions.

 

The foregoing description is qualified in its entirety by reference to the full text of the YouYou Agreement and the LianBao Agreement, a copy of each of which is furnished hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and incorporated herein by reference.

 

The Company issued a press release announcing the entry of equity transfer agreements with respect to the two acquisitions on January 21, 2022. The full text of the press release is attached hereto as Exhibit 99.3.

 

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EXHIBIT INDEX

 

Exhibit   Description
     
99.1   English Translation of Equity Transfer Agreement, dated January 20, 2022, by and among the Company, E-Home (Pingtan) Home Service Co., Ltd., Mr. Guoqing Wang and Putian YouYou Cleaning Co., Ltd.
99.2   English Translation of Equity Transfer Agreement, dated January 20, 2022, by and among the Company, E-Home (Pingtan) Home Service Co., Ltd., the Sellers and Shenzhen Chinese Enterprises Industrial LianBao Appliance Service Co., Ltd.
99.3   Press Release dated January 21, 2022

 

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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: January 21, 2022 E-home Household Service Holdings Limited
     
  By: /s/ Wenshan Xie
  Wenshan Xie
  Chief Executive Officer

 

 

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Exhibit 99.1

 

EQUITY TRANSFER AGREEMENT

 

Party A / Transferor: WANG Guoqing

Identity number:

Address: No. 36 Nan’an, Outside Liuxian Village, Laidian Town, Xianyou County, Fujian Province

Contact:

 

Party B / Transferee: E-Home (Pingtan) Home Service Co., Ltd.

Unified Social Credit Code:

Registered address: Second Construction Commercial Building 55-68 (Unit 401), East Street, Tancheng Town, Pingtan County, Fujian Province.

Legal representative: XIE Wenshan

 

Party C / Party B’s overseas parent company: E-Home Household Service Holdings Limited

Registration Number: HS-342998

Registered agent’s address: 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands

 

Party D / Target Company: Putian YouYou Cleaning Co., Ltd.

Unified social credit code:

Registered address: No. 366 Dongyuan West Road, Room 601, Longqiao Street, Chengxiang District, Putian City, Fujian Province

Legal representative: WANG Guoqing

 

WHEREAS:

 

1. Putian YouYou Cleaning Co., Ltd. (“Target Company” or “Company”) is a limited liability company registered and legally existing in China, with a unified social credit code , registered address at No. 366 Dongyuan West Road, Room 601, Longqiao Street, Chengxiang District, Putian City, Fujian Province, and legal representative Wang Guoqing. Its registered capital is RMB TEN MILLION10,000,000). Its main business scope includes professional cleaning, disinfection and building cleaning services, etc.

 

2. Party A holds 100% of the equity of the Target Company, and Party A intends to transfer 60% of the equity of the Target Company (the “Target Equity”) held by Party A to Party B in accordance with this Agreement; Party B intends to receive the Target Equity in accordance with the provisions of this Agreement.

 

3. In accordance with the provisions of the Company Law of the People’s Republic of China and the Civil Code of the People’s Republic of China, the parties reached the following agreement on the transfer of equity after negotiation:

 

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I. Purchase Price and Payment Method

 

1. The Company’s fiscal year 2021 (January 1 to December 31, 2021) achieved revenues of about RMB 25 million and net profit of about RMB 2.25 million, and the Company expects to achieve revenues of more than RMB 33 million and net profit of more than RMB3.3 million in fiscal year 2022 (January 1 to December 31, 2022). Based on the above financial data, Parties A and B negotiated to determine the company’s valuation at RMB 60 million.

 

2. Party A will transfer 60% of the Company’s equity (corresponding to the Target Company’s subscribed, paid-up capital of RMB 6 million, that is the 60% registered capital has been paid up) to Party B and ensure that Party B appoints at least two-thirds of the Company’s board members. Based on the Company’s valuation of RMB 60 million, the equity transfer consideration is RMB 36 million, of which RMB 4 million will be paid in cash and the rest RMB 32 million will be paid by Party C in the form of share issuance.

 

3. Cash Portion payment method: Within 3 days after the execution of this Agreement, Party A and Party B shall register/file the equity transfer and the change to the composition of the board of directors with the industrial and commercial authorities. Within 3 business days from the date of completion of the above modification registration, Party B shall pay Party A RMB 2 million. Within 1 month from the date of completion of the above modification registration, Party B shall pay additional RMB 2 million to Party A. For the avoidance of doubt, Party A’s account information is as follows:

 

Account Name:

Account Number:

Bank:

 

4. Stock payment method: After completing the above modification registration, Party C will issue the number of its ordinary shares (the “Shares”) in value of RMB 32 million to Party A. Parties A and B agreed that the per share issuance price shall be equal to 120% of the average of the Nasdaq closing price of the ordinary shares of Party C (Nasdaq: EJH) for twenty consecutive trading days preceding January 11, 2022, which average is $1.55, and therefore, the per share issuance price should be $1.86. As a result, Party C will issue a total of 2,702,826 ordinary shares to Party A (the exchange rate between RMB and USD used hereby was 6.3653:1 by reference to People’s Bank of China’s foreign exchange trading RMB/USD mid-rate on January 10, 2022). The “Closing Date” of this Agreement shall be the date of completion of the issuance of the Shares.

 

5. Party C shall pay the consideration for the transfer of equity of the Target Company by issuing EJH ordinary shares to the Transferor. Such Shares are “restricted securities” under U.S. federal and state securities laws that are not registered under U.S. securities laws. Under these laws, the transferor must hold the securities indefinitely until the securities are registered under U.S. securities laws or an exemption to registration is available. Party C is under no obligation under this Agreement to register such Shares under U.S. securities laws. The Transferor understands that Rule 144 under U.S. Securities Act of 1933, as amended (the “Securities Act”) only permits limited public resale of “restricted securities” obtained directly or indirectly from a non-public offering, subject to the satisfaction of certain conditions. The Transferor also understands that at the time the Transferor wishes to sell the Shares, there may be no public market upon which to make such a sale, and that, even if such a public market then exists, Party C may not be satisfying the current public information requirements of Rule 144, and that, in such event, the Transferor may be precluded from selling the Shares under Rule 144 even if the minimum holding period requirement has been satisfied. The Transferor understands that these Shares are being offered and sold in reliance on an exemption from the registration requirements of U.S. federal and state securities laws under Regulation S promulgated under the Securities Act and Party C is relying upon the truth and accuracy of the Transferor’s representations and warranties set forth herein in order to determine the applicability of such exemptions and the suitability of the Transferor to acquire the Shares. The transferor represents, warrants and agrees that it complies with the provisions of Regulation S of the Securities Act, it is not a U.S. person as such term is defined under Regulation S, the Shares are not acquired in the United States at the time of acquisition, and the Shares are not acquired for the account or benefit of a U.S. person.

 

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II. Representations and Warranties

 

1. Party A represents and warrants that it has the full power and authority to dispose of the equity to be transferred to Party B, and that the equity is not pledged, seized or frozen and is free from any third party’s claim; otherwise, Party A shall bear all the economic and legal liabilities arising therefrom.

 

2. The Target Company is a limited liability company duly organized and validly existing, and its establishment and operation complies with the requirements of the laws and regulations in each jurisdiction where it operates. The Target Company has not had its business license revoked, ordered to shut down or withdrawn in accordance with laws or its articles of association, and its business operations have not violated the laws and regulations of the country where it is located that restrict or prohibit its operations.

 

3. The Target Company does not have any foreseeable events that would have a material adverse effect on the Target Company’s financial condition or operating results, nor has it entered into any agreement to dispose of its assets or rights outside the ordinary course of business or transferred or assigned any of its assets or profits.

 

4. All financial records of the Target Company during the period under the management of the Transferor have been correctly prepared in accordance with relevant regulations and rules and accurately present the business activities of the Target Company. Such records do not contain any material errors or omissions. The Target Company does not have any investment or financing arrangements other than those disclosed by the Target Company in writing to the Transferee. All assets shown on the financial records of the Target Company belong to the Target Company, and the balance sheet and ancillary documents include all the assets and interests owned by the Target Company, which assets and interests are in the control of the Target Company.

 

5. All assets of the Target Company are in normal state.

 

6. The Target Company does not have any significant or foreseeable litigation or arbitration that have not been disclosed to the Transferee.

 

7. Party A represents and warrants that the Target Company has no debts except for the debts that have been disclosed to the Transferee, and that the Target Company is not providing guarantees for third parties; if there are hidden debts or guarantees for third parties, Party A shall be responsible for them.

 

8. The information provided by the Transferor to the Transferee about the Target Company is true, accurate and complete, without false or misleading statements, or material omissions.

 

9. Party A and the Target Company guarantee that the equity transfer has been approved by the resolutions of the Target Company’s shareholder meeting.

 

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III. The Company’s Profit and Loss (including Creditor’s Rights and Debts) Sharing

 

After this Agreement becomes effective, Party B shall share the profits of the Company in proportion to the equity of the Company it received but shall not bear any loss. Party B has the power and authority to make business decisions, consolidate financial statements and appoint personnel for the Company. All creditor’s rights and debts (including taxes payable according to law) before this equity transfer belong to Party A.

 

IV. Special Agreements

 

1.  Party A, as the actual controller of the company, covenants to Party B that the Company’s operating results will reach the following goals in 2022 (2022/01/01 – 2022/12/31): The Company’s annual revenue will reach more than RMB 33 million and net profit will reach more than RMB 3.3 million.

 

2.  Party A undertakes that, if the Target Company fails to achieve the above performance goals, Party B is entitled to require Party A to transfer an additional 10% of the equity of the Target Company to Party B at the total price of RMB 1 or the minimum price permitted by law, as a result of which Party B shall hold 70% of the Target Company. Party A shall pay for any fees or taxes in connection with such transfer. Should Party B pay to Party A a purchase price of more than RMB 1 for such additional equity as required by law, the portion of the purchase price more than RMB 1 shall be actually borne by Party A.

 

V. Termination of Agreement

 

1.  Before the Closing Date of the transactions contemplated hereby, the parties may terminate this Agreement in writing by mutual agreement of the parties.

 

2.  In the event of one or more of the following circumstances, the Transferee or Transferor has the right to unilaterally terminate this Agreement by a written notice:

 

(a) the competent governmental authorities, securities registration or trading authorities, or judicial authorities object to the content or performance of this Agreement, leading to this Agreement being terminated, revoked, or held to be invalid, or resulting in inability to perform material provisions of this Agreement that would seriously affect the business purposes of the Transferee or Transferor at the time of entering into this Agreement;

 

(b) the competent governmental authorities expressly disapprove certain terms of this Agreement, and such terms have a material effect on this transaction;

 

(c) the laws, regulations and rules on which this Agreement is based change, causing the important provisions of this Agreement to become illegal, or due to national policies or orders, any party to this Agreement cannot perform its material obligations under this Agreement; and

 

(d) the Transferee or Transferor has committed a material breach of this Agreement that makes it impossible to complete this transaction or seriously affects the business purposes of the Transferee or the Transferor at the time of entering into this Agreement.

 

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VI. Liabilities for Defaults

 

1.  Once this Agreement becomes effective, the parties shall duly perform this Agreement. Any party that fails to fully perform its obligations under this Agreement shall be liable in accordance with laws and this Agreement, and the breaching party shall compensate the non-breaching parties for their actual losses.

 

2.  If, due to Party A’s reasons, Party B is unable to register the equity transfer on time, or the realization of the purposes of concluding this Agreement by Party B is seriously affected, Party A must compensate Party B in the amount of 20% of the total purchase price for the equity being transferred hereby. The foregoing compensation amount shall not be regarded as the sole remedy for violation of this Agreement, and Party B may seek other remedies in accordance with the law such as termination of the Agreement and return of paid purchase price.

 

VII. Payment of Certain Expenses

 

The expenses incurred in the process of this equity transfer (such as notarization, assessment or auditing, registration of this equity transfer, etc.) shall be borne by Party A, and each party shall bear its own taxes in connection herewith.

 

VIII. Dispute Resolutions

 

The validity, interpretation and performance of this Agreement shall be governed by the laws of the People’s Republic of China. Any dispute arising out of or in connection with this Agreement shall be resolved through amicable negotiation among the parties. If such negotiation fails, the judgments of the people’s court in the place where Party B is located shall govern.

 

IX. Effectiveness Conditions

 

This Agreement shall enter into force upon execution by all parties. Parties A and B shall, after the effectiveness of this Agreement, make modification registrations with the administrative agency for industry and commerce in accordance with law.

 

X. This Agreement shall be made in five duplicates, a copy for each party, and the rest copy shall be submitted to the relevant governmental authority.

 

(No text below this line)

 

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(Signature Page to the Equity Transfer Agreement)

 

Party A: /s/ Guoqing Wang  

 

Party B: E-Home (Pingtan) Home Service Co., Ltd.

Seal: E-Home (Pingtan) Home Service Co., Ltd.

 

Party C: E-Home Household Service Holdings Limited

Seal: E-Home Household Service Holdings Limited

Signature of Authorized Representative: /s/ Qingfeng Lin  

 

Party D: Putian YouYou Cleaning Co., Ltd.

Seal: Putian YouYou Cleaning Co., Ltd.

 

January 20, 2022

  

 

 

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Exhibit 99.2

 

EQUITY TRANSFER AGREEMENT

 

Party A / Transferors:

 

Party A1: LIU Jiaxing (natural person)

Address: Hongjing Spring Garden Phase III, Building 3, Unit 508, Longgang District, Shenzhen City, Guangdong Province.

ID number:

 

Party A2: FENG Cuifang (natural person)

Address: Wanke Langrun Park, Building 16, Unit 801, Dongyuan South Road, Zhongshan City, Guangdong Province.

ID number:

 

Party A3: YANG Kun (natural person)

Address: Zhongying Jewelry Industrial Factory, Building A2, Floor 11, Unit A2-1103, No. 31 Bulan Road, Longgang District, Shenzhen.

ID number:

 

Party A4: Shenzhen LianBao WeBank Investment Enterprise (Limited Partnership)

Address: Zhongying Jewelry Industrial Factory II, Building A1, Floor 4, Unit 402, No. 31 Bulan Road, Nanwan Street, Longgang District, Shenzhen.

Unified social credit code:

 

Party A5: Shenzhen Saijin Dengfeng Investment Fund Enterprise (Limited Partnership)

Address: Yintian Building, # 517, Ningbo Free Trade Zone

Unified social credit code:

 

Party A6: Shenzhen Jinliang LianBao Investment Partnership (Limited Partnership)

Address: Software Park Phase II, Building 10-40, Science and Technology Middle 2nd Road, Yuehai Street, Nanshan District, Shenzhen

Unified social credit code:

 

Party A7: Shenzhen LianBao Huishang Investment Enterprise (Limited Partnership)

Address: Zhongying Jewelry Industrial Factory II, Building A1, Floor 4, Unit 403, No. 31 Bulan Road, Nanwan Street, Longgang District, Shenzhen.

Unified social credit code:

 

Party A8: Guangdong Deqian Investment Management Co., Ltd.

Registered address: Room 1007, No. 1 South Tower, Dadongyu Trade Union Building, No. 101 Dongyuan South Road, Zhongshan City, Guangdong Province

Legal representative: WU Gang

 

Party A9: Zhuhai Jinsheng Tongda No. 1 Investment Center (Limited Partnership)

Address: Room 105-32212 (centralized office area), No. 6 Baohua Road, Hengqin New District, Zhuhai City, Guangdong Province

Unified social credit code:

 

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Party B / Transferee: E-Home (Pingtan) Home Service Co., Ltd.

Unified social credit code:

Registered address: Second Construction Commercial Building 55-68 (Unit 401), East Street, Tancheng Town, Pingtan County, Fujian Province.

Legal representative: XIE Wenshan

 

Party C / Party B’s overseas parent company: E-Home Household Service Holdings Limited

Registration Number: HS-342998

Registered agent’s address: 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands

 

Party D / Target Company: Shenzhen Chinese Enterprises Industrial LianBao Appliance Service Co., Ltd.

Unified social credit code:

Registered address: Zhongying Jewelry Industrial Factory II, Building A1, Floor 4, Unit 401, No. 31 Bulan Road, Nanwan Street, Longgang District, Shenzhen.

Legal representative: LIU Jiaxing

 

WHEREAS:

 

1. Shenzhen Chinese Enterprises Industrial LianBao Appliance Service Co., Ltd. (hereinafter referred to as “the Company” or “Target Company”) is a limited liability company established and validly existing under the laws of the People’s Republic of China, with a unified social credit code of , legal representative of LIU Yunqiang, and a fully-paid registered capital of RMB13,099,410.

 

The Target Company currently has a total of 9 registered shareholders, and its share capital structure is as follows:

 

Shareholder Name   Capital
Contribution
(in thousands of RMB)
    Capital
Contribution
Percent (%)
    Nature of
Capital
Contribution
Liu Jiaxing     7,443.82       56.8257     cash
Feng Cuifang     392.98       3     cash
Yang Kun     245.03       1.8705     cash
Shenzhen LianBao WeBank Investment Enterprise (Limited Partnership)     1,000       7.6339     cash
Shenzhen LianBao Huishang Investment Enterprise (Limited Partnership)     584.8       4.4643     cash
Shenzhen Jinliang LianBao Investment Partnership (Limited Partnership)     694.2       5.2995     cash
Shenzhen Saijin Dengfeng Investment Fund Enterprise (Limited Partnership)     680.1       5.1918     cash
Guangdong Deqian Investment Management Co., Ltd.     1,403.51       10.7143     cash
Zhuhai Jinsheng Tongda No.1 Investment Center (Limited Partnership)     654.97       5     cash
total     13,099.41       100      

 

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2. Party A hold a total of 100% of the equity of the Target Company, and Party A intend to transfer 40% of the equity of the Target Company (the “Target Equity”) held by Party A to Party B in accordance with this Agreement; Party B intends to receive the Target Equity in accordance with the provisions of this Agreement.

 

3. In accordance with the provisions of the Company Law of the People’s Republic of China and the Civil Code of the People’s Republic of China, the parties reached the following agreement on the transfer of equity after negotiation:

 

I. Purchase Price and Payment Method

 

1. The Company’s fiscal year 2021 (January 1 to December 31, 2021) achieved revenues of about RMB 70 million and net profit of about RMB 4.95 million, and the Company expects to achieve revenues of more than RMB 100 million in fiscal year 2022 (January 1 to December 31, 2022). Based on the above financial data, Parties A and B negotiated to determine the company’s valuation at RMB 158 million.

 

2. The Transferors will transfer 40% of the Company’s equity (corresponding to the Target Company’s subscribed, paid-up capital of RMB 5,239,764) to Party B, and ensure that the Transferee appoints at least two-thirds of the Company’s board members. Based on the Company’s valuation of RMB 158 million, the equity transfer consideration is RMB 63.2 million, which consideration shall be paid by Party C in the form of share issuance.

 

3. Within 5 days after the execution of this agreement, the Transferors shall promptly register/file the equity transfer and the amendment to the articles of association with the industrial and commercial authorities and ensure that the Transferee appoints at least two-thirds of the Company’s board members. After the completion of the above modification registration, Party C will issue the number of its ordinary shares (the “Shares”) in value of the equity transfer consideration. The parties agreed that the per share issuance price shall be equal to 110% of the average of the Nasdaq closing price of the ordinary shares of Party C (Nasdaq: EJH) for twenty consecutive trading days preceding January 11, 2022, which average is $1.55, and therefore, the per share issuance price should be $1.705. As a result, Party C will issue a total of 5,823,363 ordinary shares to Party A (the exchange rate between RMB and USD used hereby was 6.3653:1 by reference to People’s Bank of China’s foreign exchange trading RMB/USD mid-rate on January 10, 2022). The “Closing Date” of this Agreement shall be the date of completion of the issuance of the Shares.

 

4. Party C shall pay the consideration for the transfer of equity of the Target Company by issuing EJH ordinary shares to the Transferors or their designated person(s). Such Shares are “restricted securities” under U.S. federal and state securities laws that are not registered under U.S. securities laws. Under these laws, the Transferors must hold the securities indefinitely until the securities are registered under U.S. securities laws or an exemption to registration is available. Party C is under no obligation under this Agreement to register such Shares under U.S. securities laws. The Transferors understand that Rule 144 under U.S. Securities Act of 1933, as amended (the “Securities Act”) only permits limited public resale of “restricted securities” obtained directly or indirectly from a non-public offering, subject to the satisfaction of certain conditions. The Transferors also understand that at the time the Transferors wish to sell the Shares, there may be no public market upon which to make such a sale, and that, even if such a public market then exists, Party C may not be satisfying the current public information requirements of Rule 144, and that, in such event, the Transferors may be precluded from selling the Shares under Rule 144 even if the minimum holding period requirement has been satisfied. The Transferors understand that these Shares are being offered and sold in reliance on an exemption from the registration requirements of U.S. federal and state securities laws under Regulation S promulgated under the Securities Act and Party C is relying upon the truth and accuracy of the Transferors’ representations and warranties set forth herein in order to determine the applicability of such exemptions and the suitability of the Transferors to acquire the Shares. The Transferors represent, warrant and agree that they comply with the provisions of Regulation S of the Securities Act, none of them is a U.S. person as such term is defined under Regulation S, the Shares are not acquired in the United States at the time of acquisition, and the Shares are not acquired for the account or benefit of a U.S. person.

 

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After the completion of this equity transfer, the share capital structure of the Company is as follows:

 

Shareholder Name   Capital
Contribution
(in thousands of RMB)
    Capital
Contribution
Percent (%)
    Nature of
Capital
Contribution
Liu Jiaxing     4,466.292       34.0954     cash
Feng Cuifang     235.788       1.8000     cash
Yang Kun     147.018       1.1223     cash
Shenzhen LianBao WeBank Investment Enterprise (Limited Partnership)     600       4.5804     cash
Shenzhen LianBao Huishang Investment Enterprise (Limited Partnership)     350.88       2.6786     cash
Shenzhen Jinliang LianBao Investment Partnership (Limited Partnership)     416.52       3.1797     cash
Shenzhen Saijin Dengfeng Investment Fund Enterprise (Limited Partnership)     408.06       3.1151     cash
Guangdong Deqian Investment Management Co., Ltd     842.106       6.4286     cash
Zhuhai Jinsheng Tongda No.1 Investment Center (Limited Partnership)     392.982       3.0000     cash
E-Home (Pingtan) Home Service Co., Ltd.     5,239.764       40.000      
total     13,099.41       100      

 

II. Representations and Warranties

 

1. Transferors represent and warrant that they have the full power and authority to dispose of the equity to be transferred to Transferee, and that the equity is not pledged, seized or frozen and is free from any third party’s claim; otherwise, Transferors shall bear all the economic and legal liabilities arising therefrom.

 

2. The Target Company is a limited liability company duly organized and validly existing, and its establishment and operation complies with the requirements of the laws and regulations in each jurisdiction where it operates. The Target Company has not had its business license revoked, ordered to shut down or withdrawn in accordance with laws or its articles of association, and its business operations have not violated the laws and regulations of the country where it is located that restrict or prohibit its operations.

 

3. The Target Company does not have any foreseeable events that would have a material adverse effect on the Target Company’s financial condition or operating results, nor has it entered into any agreement to dispose of its assets or rights outside the ordinary course of business or transferred or assigned any of its assets or profits.

 

4. All financial records of the Target Company during the period under the management of the Transferors have been correctly prepared in accordance with relevant regulations and rules and accurately present the business activities of the Target Company. Such records do not contain any material errors or omissions. The Target Company does not have any investment or financing arrangements other than those disclosed by the Target Company in writing to the Transferee. All assets shown on the financial records of the Target Company belong to the Target Company, and the balance sheet and ancillary documents include all the assets and interests owned by the Target Company, which assets and interests are in the control of the Target Company.

 

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5. All assets of the Target Company are in normal state.

 

6. The Target Company does not have any significant or foreseeable litigation or arbitration that have not been disclosed to the Transferee.

 

7. Transferors represent and warrant that the Target Company has no debts except for the debts that have been disclosed to the Transferee, and that the Target Company is not providing guarantees for third parties; if there are hidden debts or guarantees for third parties, Transferors shall be responsible for them.

 

8. The information provided by the Transferors to the Transferee about the Target Company is true, accurate and complete, without false or misleading statements, or material omissions.

 

9. Transferors and the Target Company guarantee that the equity transfer has been approved by the resolutions of the Target Company’s shareholder meeting.

 

III. The Company’s Profit and Loss (including Creditor’s Rights and Debts) Sharing

 

After this Agreement becomes effective, Transferee shall share the profits of the Company in proportion to the equity of the Company it received but shall not bear any loss. All creditor’s rights and debts (including taxes payable according to law) before this equity transfer belong to Transferors and the Target Company. If there are any hidden debts or guarantees for third parties, they shall be borne by Liu Jiaxing, the controller of the Company.

 

IV. Special Agreements

 

1. Transferors and the management team led by the actual controller Liu Jiaxing covenant to Transferee that the Company’s operating results will reach the following goal in 2022 (2022/01/01 – 2022/12/31): The Company’s annual revenue will reach more than RMB 100 million.

 

2. Transferors and the actual controller Liu Jiaxing undertake that, if the Target Company fails to achieve the above performance goal, Party B is entitled to require Transferors to transfer an additional 10% of the equity of the Target Company to Party B at the total price of RMB 1 or the minimum price permitted by law, as a result of which Party B shall hold 50% of the Target Company. Transferors shall pay for any fees or taxes in connection with such transfer. Should Party B pay to Transferors a purchase price of more than RMB 1 for such additional equity as required by law, the portion of the purchase price more than RMB 1 shall be actually borne by Transferors.

 

V. Termination of Agreement

 

1. Before the Closing Date of the transactions contemplated hereby, the parties may terminate this Agreement in writing by mutual agreement of the parties.

 

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2. In the event of one or more of the following circumstances, the Transferee or Transferors have the right to unilaterally terminate this Agreement by a written notice:

 

(a) the competent governmental authorities, securities registration or trading authorities, or judicial authorities object to the content or performance of this Agreement, leading to this Agreement being terminated, revoked, or held to be invalid, or resulting in inability to perform material provisions of this Agreement that would seriously affect the business purposes of the Transferee or Transferors at the time of entering into this Agreement;

 

(b) the competent governmental authorities expressly disapprove certain terms of this Agreement, and such terms have a material effect on this transaction;

 

(c) the laws, regulations and rules on which this Agreement is based change, causing the important provisions of this Agreement to become illegal, or due to national policies or orders, any party to this Agreement cannot perform its material obligations under this Agreement; and

 

(d) the Transferee or Transferors have committed a material breach of this Agreement that makes it impossible to complete this transaction or seriously affects the business purposes of the Transferee or the Transferors at the time of entering into this Agreement.

 

VI. Liabilities for Defaults

 

Once this Agreement becomes effective, the parties shall duly perform this Agreement. Any party that fails to fully perform its obligations under this Agreement, except due to force majeure, shall be liable in accordance with laws and this Agreement, and the breaching party shall compensate the non-breaching parties for their actual losses.

 

If any party fails to perform its obligations under this Agreement or if its representations or warranties made hereby are false, that party shall be deemed to have committed a breach. The breaching party shall be liable to the non-breaching parties in accordance with the provisions of this Agreement and laws. The breaching party shall be liable for the direct or indirect losses and expenses incurred by the non-breaching party as a result of the breach of contract (including all expenses and fees for enforcing remedies, including, but not limited to, any fees for engaging professionals for this transaction, and legal fees, court costs, property preservation fees, appraisal fees and enforcement fees in connection with litigation arising out of this Agreement). If every party defaults, all parties shall bear their own corresponding liability arising from their defaults.

 

VII. Payment of Certain Expenses

 

The relevant expenses incurred in the process of this equity transfer (such as notarization, assessment or auditing, modification registration and taxes) shall be borne by each party.

 

VIII. Dispute Resolutions

 

The validity, interpretation and performance of this Agreement shall be governed by the laws of the People’s Republic of China. Any dispute arising out of or in connection with this Agreement shall be resolved through amicable negotiation among the parties. If such negotiation fails, the judgment of the people’s court in the place where Party B is located shall govern.

 

IX. Miscellaneous

 

This Agreement shall enter into force upon execution by all parties.

 

This agreement shall be made in thirteen original copies and written in Chinese. One copy of this Agreement shall be submitted to the administrative authority for industry and commerce for registration and each party to this agreement shall hold one copy. Each copy shall have the same effect.

(There is no text below).

 

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(Signature Page to the Equity Transfer Agreement)

Transferors:

 

Party A1: /s/ Liu Jiaxing  
     
Party A2: /s/ Feng Cuifang  
     
Party A3: /s/ Yang Kun  

 

Party A4: Shenzhen Lianbao WeBank Investment Enterprise (Limited Partnership)

Seal: Shenzhen Lianbao WeBank Investment Enterprise (Limited Partnership)

 

Party A5: Shenzhen Saijin Dengfeng Investment Fund Enterprise (Limited Partnership)

Seal: Shenzhen Saijin Dengfeng Investment Fund Enterprise (Limited Partnership)

 

Party A6: Shenzhen Jinliang LianBao Investment Partnership (Limited Partnership)

Seal: Shenzhen Jinliang LianBao Investment Partnership (Limited Partnership)

 

Party A7: Shenzhen LianBao Huishang Investment Enterprise (Limited Partnership)

Seal: Shenzhen LianBao Huishang Investment Enterprise (Limited Partnership)

 

Party A8: Guangdong Deqian Investment Management Co., Ltd.

Seal: Guangdong Deqian Investment Management Co., Ltd.

 

Party A9: Zhuhai Jinsheng Tongda No.1 Investment Center (Limited Partnership)

Seal: Zhuhai Jinsheng Tongda No.1 Investment Center (Limited Partnership)

 

Transferee/Party B: E-Home (Pingtan) Home Service Co., Ltd.

Seal: E-Home (Pingtan) Home Service Co., Ltd.

Authorized signatory: Wenshan Xie

 

Party C: E-Home Household Service Holdings Limited

Seal: E-Home Household Service Holdings Limited

Authorized signatory: Wenshan Xie

 

Party D: Shenzhen Chinese Enterprises Industrial LianBao Appliance Service Co., Ltd.

Seal: Shenzhen Chinese Enterprises Industrial LianBao Appliance Service Co., Ltd.

 

January 20, 2022 

 

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Exhibit 99.3

 

E-Home Household Service Holdings Limited Enters into Two Separate Equity Acquisition Agreements to Acquire Significant Stakes in Household Appliance Service and Property Management Firms

 

FUZHOU, China, January 21, 2022 -- E-Home Household Service Holdings Limited (Nasdaq: EJH) (the “Company” or “E-Home”), a provider of integrated household services in China, today announced that the Company and its wholly-owned subsidiary E-Home (Pingtan) Home Service Co., Ltd. (“E-Home Pingtan”), have entered into an Equity Transfer Agreement (the “Agreement A”) with Putian YouYou Cleaning Co., Ltd. (“YouYou”) and its individual shareholder to acquire 60% of the equity interests in YouYou from Wang Guoqing, who holds 100% of the equity interests of YouYou, a professional cleaning and property management company in China.

 

Meanwhile, the Company and E-Home Pingtan have also entered into another Equity Transfer Agreement (the “Agreement B”) with Shenzhen Chinese Enterprises Industrial LianBao Appliance Service Co., Ltd. (“LianBao”) and its shareholders (collectively, the “Sellers”) to acquire 40% of the equity interests in LianBao from the Sellers, a Chinese household appliance service firm.

 

YouYou is a leading cleaning services provider and a member enterprise at Fujian Province Cleaning Industry Association. YouYou is equipped with high-end cleaning equipment including cleaning cars, robotic cleaning machines and garbage transportation vehicles. YouYou’s clients range from government institutions, mega factories to households and office buildings and with years-long experience and a highly professional team, YouYou has grown to become a widely and highly reputed cleaning services provider in Fujian province.

 

LianBao is a well-established home appliance after-sale services provider, and is one of the first companies that has spearheaded with a self-developed high-tech internet+ service platform that enhances clients coverage and its connectivity. LianBao’s software as a service platform operates via different channels including WeChat, APP and PCs to connect household appliances manufacturers, sales agents, e-commerce platforms, hotels and other related parties that cover a network of over 3,000 districts across China. LianBao is also one of the largest after-sale services platforms in South China with over 100,000 registered repair workers and more than 30,000 home appliance corporate clients.

 

 

 

 

Pursuant to the Agreement A, Mr. Wang will transfer 60% equity interests in YouYou to E-Home Pingtan for a total consideration of RMB36 million, of which RMB4 million will be paid in cash and the rest RMB32 million will be paid by the Company in the form of issuance of 2,702,826 ordinary shares at a per share issuance price equal to 120% of the average of the Nasdaq closing price for 20 consecutive trading days preceding January 11, 2022, or $1.86. YouYou reported revenue of RMB25 million and net profit of RMB2.25 million during the fiscal year ended December 31, 2021.

 

The Sellers will transfer 40% equity interests in LianBao to E-Home Pingtan to ensure that the latter appoints at least two-thirds of the board members at LianBao, as per the Agreement B. The consideration for the equity transfer shall be paid by the Company in the form of issuance of a total of 5,823,363 ordinary shares, as determined by the quotient of dividing the purchase price of RMB63.2 million (approximately $9.93 million) by the per share price equal to 110% of the average of the Nasdaq closing price for the consecutive twenty trading days preceding January 11, 2022, or $1.705.

 

LianBao reported RMB70 million sales and RMB4.95 million net profit during the fiscal year ended December 31, 2021.

 

Mr. Wenshan Xie, Chairman and CEO of E-Home, commented: “We are excited to announce two additions to our existing advantageous ecosystem of appliance repair, household cleaning and care services, as we are seeking to diversify and expand our scope of business both via organic growth and by deals when an opportune timing arises. Our goal is to create a legacy brand that meets our clients’ ever-evolving needs, and we are glad that both LianBao and YouYou share this same vision that is uniquely capable of helping us achieve our goals.”

 

“In the two partnerships we are providing expertise, resources and infrastructure to jointly grow into a global household name. We will continue to look for acquisition opportunities that advance our expansion strategy and strengthens our competitiveness in the market.”

 

About Shenzhen Chinese Enterprises Industrial LianBao Appliance Service Co., Ltd.

 

Shenzhen Chinese Enterprises Industrial LianBao Appliance Service Co., Ltd. has fully paid-in registered capital of more than RMB13 million. It is mainly engaged in the business of on-site installation and after-sales repair of household appliances, bathroom fixtures, electrical appliances and hardware.

 

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About Putian YouYou Cleaning Co., Ltd.

 

Putian YouYou Cleaning Co., Ltd. is based in Putian, Fujian province with registered capital of RMB10 million. Its main business scope includes professional cleaning, disinfection, building cleaning services, parking lot and other property management, etc.

 

About E-Home Household Service Holdings Limited

 

E-Home Household Service Holdings Limited is a household service company based in Fuzhou, China. The Company, through its website and WeChat platform “e家快服”, provides integrated household services, including appliance installation and maintenance, housekeeping services, and Internet based home and senior care. For more information, visit the Company’s website at http://www.ej111.com/ir.html.

 

Forward-Looking Statements

 

All statements other than statements of historical fact in this announcement are forward-looking statements in nature within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions are intended to identify such forward-looking statements. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to consider risk factors, including those described in the Company’s filings with the SEC, that may affect the Company’s future results. All forward-looking statements attributable to the Company and its subsidiaries or persons acting on their behalf are expressly qualified in their entirety by these risk factors.

 

For more information, please contact:

 

Chunming Xie

 

Investor Relations

 

Email: xcm@ej111.com

 

Phone: +86 15359908086

 

Janice Wang

 

EverGreen Consulting Inc.

 

Email: IR@changqingconsulting.com

 

Phone: +1 571-464-9470 (from U.S.)

 

+86 13811768559 (from China)