UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 March 2023

 

Commission File Number 001-39564

 

Mingzhu Logistics Holdings Limited

(Translation of registrant’s name into English)

 

27F, Yantian Modern Industry Service Center
No. 3018 Shayan Road, Yantian District
Shenzhen, Guangdong, China 518081

(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): ____

 

 

 

 

 

 

On March 3, 2023, the Board of Directors of Mingzhu Logistics Holdings Limited (the “Company”), in consultation with management and Audit Alliance LLP (“Audit Alliance”), the Company's independent registered public accounting firm, concluded that the Company’s previously issued (i) audited consolidated balance sheet included in the Company’s Form 20-F for the period ended December 31, 2021, initially filed with the SEC on May 11, 2022 and amended subsequently (the “Form 20-F”); and (ii) unaudited interim balance sheets included in the Company’s Form 6-K for the period ended June 30, 2022, filed with the SEC on December 28, 2022 (the “Form 6-K”), should no longer be relied upon due to errors in such financial statements, and therefore a restatement of these prior financial statements is required.

 

The Company completed its acquisition of Cheyi (BVI) Limited and Yinhua (BVI) Limited on December 29, 2021 and March 14, 2022, respectively (the “Acquisitions”). Previously, the Company used negotiated and agreed price of the Company’s ordinary shares, which is $4.00 per shares, for the recognition of the valuation of shares issued in the Acquisitions. The ASC 820-10-35-41 states that the fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets as the most reliable fair value measurement. To comply with ASC 820-10-35-41, the Company has determined that it should use the quoted trading price of the Company’s ordinary shares on the date of Acquisitions, which was $2.12 and $1.85 respectively, for the valuation of shares issued in the Acquisitions.

 

The impact of this restatement on the Company's audited consolidated balance sheet is an approximately $6.0 million decrease in goodwill and other payables and accrued liabilities for the period ended December 31, 2021. The impact of this restatement on the Company's unaudited consolidated balance sheet is an approximately $14.0 million decrease in goodwill and other payables and accrued liabilities for the period ended June 30, 2022.

 

The Company has restated its consolidated balance sheets for the period ended December 31, 2021 in the Form 20-F/A filed on March 3, 2023.

 

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The restated unaudited interim consolidated balance sheets for the period ended June 30, 2022 are as follows:

 

MINGZHU LOGISTICS HOLDINGS LIMITED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

   As of   As of 
   June30,   December31, 
   2022   2021 
   USD   USD 
   (Unaudited)     
   (Restated)   (Restated) 
ASSETS        
CURRENT ASSETS        
Cash  $3,710,346   $5,752,117 
Accounts receivable, net   23,309,930    3,650,005 
Prepayments   4,393,454    5,473,938 
Other receivables   1,497,652    1,540,044 
Loans receivable*   35,398,123    22,487,767 
Amount due from related parties   126,159    705,280 
Total current assets   68,435,664    39,609,151 
           
NON-CURRENT ASSET          
Property and equipment, net   10,126,671    12,224,582 
Deferred tax assets   60,289    35,491 
Deposits   9,683,305    10,327,872 
Goodwill   20,213,748    14,157,570 
Total non-current asset   40,084,013    36,745,515 
Total assets  $108,519,677   $76,354,666 
           
LIABILITIES AND SHAREHOLDERS’ EQUITY          
CURRENT LIABILITIES:          
Short-term bank borrowings  $9,445,666   $7,579,324 
Accounts payable   10,571,148    1,344,532 
Other payables and accrued liabilities   14,306,921    13,273,804 
Amount due to related parties   2,843,454    294,344 
Tax payable   5,705,718    3,133,294 
Current maturities of long-term bank borrowings   298,592    269,009 
Current portion of capital lease and financing obligations   104,726    2,267,248 
Current maturities of loans from other financial institutions   -    144,126 
Total current liabilities   43,276,225    28,305,681 
           
NON-CURRENT LIABILITIES          
Long-term bank borrowings   -    179,339 
Long-term portion of capital lease and financing obligations   525,516    200,712 
Total non-current liabilities   525,516    380,051 
Total liabilities   43,801,741    28,685,732 
           
SHAREHOLDERS’ EQUITY          
Ordinary shares: $0.001 par value, 50,000,000 shares authorized, 22,960,277 and 19,134,277 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively**   22,960    19,134 
Share subscription receivables   (847,086)   (847,086)
Additional paid-in capital   57,421,485    41,792,071 
Statutory reserves   1,003,009    916,148 
Retained earnings   7,487,265    5,929,043 
Accumulated other comprehensive (loss) income   (369,697)   (140,376)
Total shareholders’ equity   64,717,936    47,668,934 
Total liabilities and shareholders’ equity  $108,519,677   $76,354,666 

 

*Loans receivable mainly comprise of interest-free advances to third parties as a result of strategic business cooperation.

 

**Giving retroactive effect to the re-denomination and nominal issuance of shares effected on February 12, 2020, and the surrender and cancellation of shares effected on May 21, 2020.

 

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Forward-Looking Statements

 

The statements in this press release regarding the Company's future expectations, plans and prospects constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding plans, goals, objectives, strategies, future events, expected performance, assumptions and any other statements of fact that have not occurred. Any statements that contain the words “may”, “will”, “want”, “should”, “believe”, “expect”, “anticipate”, “estimate”, “calculate” or similar statements that are not factual in nature are to be considered forward-looking statements. Actual results may differ materially from historical results or from those expressed in these forward-looking statements as a result of a variety of factors. These factors include, but are not limited to, the Company's strategic objectives, the Company's future plans, market demand and user acceptance of the Company's products or services, technological advances, economic trends, the growth of the trucking services market in China, the Company's reputation and brand, the impact of industry competition and bidding, relevant policies and regulations, fluctuations in China's macroeconomic conditions, and the risks and assumptions disclosed in the Company's reports provided to the CSRC (China Security Regulatory Commission) For these and other related reasons, we advise investors not to place any reliance on these forward-looking statements, and we urge investors to review the Company's relevant SEC filings for additional factors that may affect the Company's future results of operations. The Company undertakes no obligation to publicly revise these forward-looking statements subsequent to the filing of these documents as a result of changes in particular events or circumstances.

 

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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.

 

  MINGZHU LOGISTICS HOLDINGS LIMITED
     
Date: March 7, 2023 By: /s/ Jinlong Yang
    Name:  Jinlong Yang
    Title: Chief Executive Officer

 

 

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