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 February 2021

 

Commission File Number 001-35722

 

TAOPING INC.

(Translation of registrant’s name into English)

 

21st Floor, Everbright Bank Building
Zhuzilin, Futian District
Shenzhen, Guangdong, 518040
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 [X] 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): [  ]

 

 

 

 

 

 

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: February 19, 2021 TAOPING INC.
     
     
  By: /s/ Jianghuai Lin
    Jianghuai Lin
    Chief Executive Officer

 

 

 

 

EXHIBIT INDEX

 

Exhibit   Description
     
99.1   English translation of Consultant Service Agreement for Enterprise Strategic Transformation, dated February 19, 2021, by and between the Company and Great Bay Capital Investment Limited
99.2   Press Release, dated February 19, 2021

 

 

 

 

 

 

Exhibit 99.1

 

English Translation of Consultant Service Agreement for Enterprise Strategic Transformation

 

The Consultant Service Agreement for Enterprise Strategic Transformation (hereinafter referred to as “the Agreement”) was concluded by the following parties on February 19, 2021:

 

Party A: TAOPING INC.

 

Address: 21F, Everbright Bank Building, Zhuzilin, Futian District, Shenzhen China 518040.

 

Party B: GREAT BAY CAPITAL INVESTMENT LIMITED

 

Address: Unit 3317 33/F Shui On Center, Nos. 6-8 Harbor Road, Wanchai, Hong Kong

 

Party A and Party B are collectively referred to as “both parties” and individually referred to as “either party” in the Agreement.

 

Whereas:

 

1. Party A is a company listed on NASDAQ with stock symbol: TAOP.

 

2. Party B is an excellent investment management company that has engaged in overseas capital markets for many years with rich investment experience and project resources, as well as relevant experience in enterprise financing, M&A and restructuring.

 

3. Party A intends to reach an investment service agreement with Party B on its strategic transformation. Through friendly negotiation, both parties agree as follows:

 

I. Cooperation Objectives

 

1.1 Party A entrusts Party B as the strategic transformation service consultant. Party B shall make every reasonable effort to assist Party A in achieving the strategic transformation goal as soon as possible.

 

1.2. The Agreement shall become effective on the date of signing by both parties and shall be valid for 24 months. Upon expiration of the Agreement, both parties may renew the Agreement through negotiation according to the status of implementation.

 

II. Service Remuneration

 

2.1 As agreed upon by both parties, Party A shall issue the TAOP Warrant to Party B or its designated company or person in accordance with the following terms so as to realize deep cooperation:

 

During the term of the Agreement, Party A shall issue the Taoping Inc. (NASDAQ: TAOP) Warrant to purchase up to one million ordinary shares to Party B. Such Warrant shall be valid for 180 days from the date of issuance, and shall automatically become invalid if it is not exercised within such exercise period.

 

  1  
     

 

The Warrant to purchase one million ordinary shares shall be issued within one week upon signing of the Agreement. The exercise price of the Warrant shall be US$3.50 per share. Such Warrant must be exercised by Party B in the form of cash.

 

III. Strategic Transformation Consultant Service Plan

 

3.1 Issue a strategic transformation scheme report, help Party A expand blockchain-related industries based on the existing Taoping Smart Cloud Platform, so as to provide industry consultation, introduce strategic investment institutions, and formulate the appropriate M&A scheme.

 

Party B shall be fully entitled to request Party A to cooperate with the enterprise information investigation. Part B shall deliver the preliminary strategic transformation scheme within 30 days upon signing of the Agreement, and deliver the final scheme within 90 days after full communication and adjustment with Party A.

 

3.2 Introduce well-known investment institutions to negotiate with Party A about strategic investment.

 

Party B shall introduce at least two well-known professional investment institutions in the industry and complete the introduction before the delivery of the preliminary strategic transformation scheme.

 

3.3 Party B shall introduce the potential M&A targets, assist Party A in completing the relevant due diligence, and propose the M&A scheme.

 

The preliminary strategic transformation scheme delivered by Party B shall cover at least two potential M&A targets. Within 90 days upon signing of the Agreement, an appropriate M&A scheme for Party A with respect to different potential M&A targets shall be proposed. After negotiation of both parties, the M&A scheme shall be finally determined by Party A.

 

3.4 Upon delivery of the final strategic transformation scheme, Party B shall be obliged to assist Party A in the implementation.

 

Party B shall be entitled to provide corrective opinions at any time of the implementation stage with respect to Party A’s inadequate implementation, and issue a modification scheme if necessary. Party A shall modify the scheme after communication with Party B according to the actual situation before implementation.

 

IV. Mutual Reporting

 

4.1 Party A shall make all reasonable efforts to provide all relevant true information to Party B and make every reasonable effort to ensure such information is true, accurate and complete.

 

4.2 Both parties shall arrange a direct contact person to be responsible for information exchange and implementation feedback.

 

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V. Confidentiality

 

5.1 The Agreement and the matters contained herein are confidential information and shall not be disclosed by either party unless required by relevant laws, administrative regulations and competent authorities.

 

5.2 Party A / Party B shall undertake the liability for compensation and other liabilities for losses actually caused to Party B / Party A by its violation of the above provisions.

 

VI. Liability for Breach of the Agreement

 

6.1 Any breach by either party of its obligations under the Agreement shall constitute a breach of the Agreement. The breaching party shall immediately cease such breach upon receipt of a written notice from the non-breaching party on correction of such breach, and shall be liable for all economic losses caused to the non-breaching party by its breach.

 

6.2 Party A shall be entitled to terminate the Agreement and request Party B to make payment of liquidated damages if Party B fails to perform its obligations hereunder and still refuses to perform after being urged by Party A. The specific amount of liquidated damages shall be determined depending on the liability for breach of the Agreement and the loss for breach of the Agreement. The upper limit of liquidated damages shall be the full proceeds obtained by Party B through the Agreement, including but not limited to the Warrant. If Party B has not exercised the Warrant, Party A shall be entitled to revoke the Warrant issued to Party B for the unexercised portion.

 

6.3 Both parties may modify and supplement the Agreement in written form through negotiation. In addition, neither party shall modify the Agreement without authorization; otherwise, it shall bear the corresponding liability for breach of the Agreement.

 

VII. Application of Laws and Resolution of Disputes

 

7.1 The Agreement shall be governed by and interpreted in accordance with the laws of Hong Kong.

 

7.2 Both parties shall make every reasonable effort to resolve any disputes arising from or in connection with the Agreement through friendly negotiation. If such dispute cannot be resolved through negotiation within sixty (60) days from the date when either party issues a notice to the other party, such dispute shall be submitted to Hong Kong International Arbitration Center for arbitration.

 

VIII. Others

 

8.1. The Agreement shall come into force after being signed and sealed by both parties.

 

8.2 The Agreement is made in quadruplicate, two for each party, all of which have the equal legal effect.

 

(There is no text below)

 

Party A: TAOPING INC.

 

Signature of Authorized Representative:

 

Party B: GREAT BAY CAPITAL INVESTMENT LIMITED

 

Signature of Authorized Representative:

 

Date of signing: February 19, 2021

 

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Exhibit 99.2

 

TAOP Enters into Consulting Agreement with Great Bay Capital Investment for Blockchain Deployment

 

SHENZHEN, Feb. 19, 2021 (GLOBE NEWSWIRE) — Taoping Inc. (NASDAQ: TAOP, the “Company”), a provider of internet-based smart display screens, and a new-media ecosystem that enables targeted advertising and online retail, announced today that the Company has entered into a consulting agreement (the “Consulting Agreement”) with Great Bay Capital Investment Limited (“Great Bay”).

 

Pursuant to the Consulting Agreement, TAOP engaged Great Bay as a consultant for a two-year term effective February 19, 2021. Great Bay will provide various consulting services including the following:

 

Provide the Company with business development services focused on blockchain and digital assets (such as Bitcoin, Ethereum, etc.) investment opportunities.

 

Introduce TAOP to potential investors for strategic investment.

 

Introduce potential M&A targets in blockchain industry, and assist TAOP in completing relevant due diligence work and propose M&A plans.

 

“TAOP started research on applying blockchain technology to Taoping New-media Ecosystem three years ago. In the past three years, we kept upgrading Taoping smart cloud platform and Taoping screens are now available in 211 cities across 26 provinces in China. Also, growing market demand for digital assets such as Bitcoin, maturity of advanced solutions, and improving regulatory clarity present considerable market opportunities. It’s time for TAOP to embrace the opportunities in blockchain industry and digital assets, especially Bitcoin,” said Mr. Jianghuai Lin, Chairman and CEO of TAOP. “We believe Great Bay can help us achieve this goal.”

 

In consideration for the services to be provided by Great Bay, the Company agreed to issue to Great Bay a warrant (the “Warrant”) within 7 days after the execution of the Consulting Agreement for the purchase of 1,000,000 ordinary shares of the Company, exercisable at $3.50 per share (subject to adjustment) at any time prior to the 181st calendar day after the date of issuance. The Warrant can only be exercised for cash. The Warrant and its underly ordinary shares will be issued to Great Bay in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended and/or Regulation S promulgated thereunder.

 

About Taoping Inc.

 

Taoping Inc. (TAOP), is a leading provider of smart display terminals and solutions for targeted advertising and online retails. The Company provides the integrated end-to-end digital advertising solutions enabling customers to distribute and manage ads on cloud-based ad display screens. Connecting owners of Taoping screens, advertisers and consumers, it builds up a resource sharing “Smart IoT Screen Network- Taoping App - Taoping Go (e-Store)” media ecosystem to ultimately achieve the mission “our technology makes advertising and branding affordable and effective for everyone.” To learn more, please visit http://www.taop.com/.

 

 

 

 

Safe Harbor Statement

 

This press release may contain certain “forward-looking statements” relating to the business of Taoping Inc., and its subsidiaries and other consolidated entities. 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 terminologies 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 and its subsidiaries and other consolidated entities or persons acting on their 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.

 

For further information, please contact:

 

Taoping Inc.

Chang Qiu

Email: chang_qiu@taoping.cn

http://www.taop.com/

 

or

 

Dragon Gate Investment Partners LLC
Tel: +1(646)-801-2803

Email: taop@dgipl.com