UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

FORM 8-K

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): September 29, 2017

 

HUI YING FINANCIAL HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)

 

Nevada

(State or other jurisdiction of incorporation)

333-201037 35-2507568
(Commission File Number) (IRS Employer Identification No.)

 

Room 2403, Shanghai Mart Tower

2299 West Yan’an Road, Changning District

Shanghai, 200336, China

 

(Address of principal executive offices and zip code)

 

+86 21-2357-0077

 

(Registrant’s telephone number including area code)

 

SINO FORTUNE HOLDING CORPORATION

(Registrant’s former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

Effective September 29, 2017, the registrant (“we,” “our,” or the “Company”) changed our corporate name from Sino Fortune Holding Corporation to Hui Ying Financial Holdings Corporation. The name change was effected through a parent/subsidiary short-form merger of Hui Ying Financial Holdings Corporation, our wholly-owned Nevada subsidiary formed solely for the purpose of the name change, with and into us. We were the surviving entity. To effectuate the merger, we filed Articles of Merger with the Secretary of State of the State of Nevada on September 27, 2017 and the merger became effective on September 29, 2017. Our board of directors approved the merger which resulted in the name change. In accordance with Section 92A.180 of the Nevada Revised Statutes, stockholder approval of the merger was not required.

 

The merger and resulting name change do not affect the rights of our security holders. Our securities will continue to be quoted on the OTCQB. The Company is seeking FINRA’s approval for the name change. Following the name change, the stock certificates, which reflect our prior corporate name, will continue to be valid. Certificates reflecting the new corporate name will be issued in due course as old stock certificates are tendered for exchange or transfer to our transfer agent.

 

A copy of the Articles of Merger we filed with the Secretary of State of the State of Nevada is being filed herewith as Exhibit 3.1.

 

Section 7 – Regulation FD

 

Item 7.01 Regulation FD Disclosure

 

On September 29, 2017, we issued a press release announcing the name change. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statement and Exhibits.

 

(d) Exhibits.

 

Exhibit
No. 		  Description
3.1   Articles of Merger, as filed with the Secretary of State of the State of Nevada on September 27, 2017
99.1   Press Release dated on September 29, 2017

 

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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.

 

  HUI YING FINANCIAL HOLDINGS CORPORATION
     
  By: /s/ Bodang Liu
    Name: Bodang Liu
    Title:  Chief Executive Officer and Chairman

 

Dated: September 29, 2017

 

3  

 

Exhibit 3.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 99.1  

 

Sino Fortune Holding Corp. Announces Name Change

 

SHANGHAI, China, September 29, 2017 /PRNewswire/ -- Sino Fortune Holding Corporation (OTCQB: SFHD) (“Sino Fortune” or the “Company”), a leading online financial credit facility solution provider servicing SME and individual borrowers in China, today announced the change of its corporate name from Sino Fortune Holding Corporation to Hui Ying Financial Holdings Corporation (“Hui Ying”), effective September 29, 2017. The name change has been approved by the Board of Directors of the Company and is pending FINRA approval.

 

The name change does not affect the rights of the Company’s security holders with common shares continuing to be quoted on the OTCQB. Following the name change, the stock certificates reflecting prior corporate name will continue to be valid. Certificates reflecting the new corporate name will be issued in due course as old stock certificates are tendered for exchange or transfer to our transfer agent.

 

About Hui Ying Financial Holdings Corporation

 

Hui Ying Financial Holdings Corporation, previously known as Sino Fortune Holding Corporation, is a leading online financial credit facility solution provider servicing under-served SME and individual borrowers in China. Through operating an electronic online financial platform, www.hyjf.com , the Company matches investors with SME and individual borrowers in China. The Company also sets aside risk reserve funds with the aim of limiting losses to investors from borrower defaults. In addition, the company provides investors with access to a liquid secondary market, giving them an opportunity to exit their investments before the underlying loans become due. For more information, please visit: ir.hyjf.com .

 

Forward-Looking Statements

 

This press release may contain projections or other forward-looking statements regarding future events or our future financial performance. All statements other than present and historical facts and conditions contained in this release, including any statements regarding our future results of operations and financial positions, business strategy, plans and our objectives for future operations, are forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended). These statements are only predictions and reflect our current beliefs and expectations with respect to future events and are based on assumptions and subject to risk and uncertainties and subject to change at any time. We operate in a very competitive and rapidly changing environment. New risks emerge from time to time. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. Actual events or results may differ materially from those contained in the projections or forward-looking statements.

 

Forward-looking statements in this release are made pursuant to the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995.

 

 

 

 

For investors and media inquiries please contact:

 

At the Company:
Ede Yang
Email: ir@hyjf.com

 

Investor Relations:
Tony Tian, CFA
Weitian Group LLC
Email: tony.tian@weitian-ir.com
Phone: +1-732-910-9692