Exhibit 10.2
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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 and Exchange Act of 1934
Date of Report (Date of earliest event reported): October 15, 2020
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AJIA INNOGROUP HOLDINGS, LTD. |
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(Exact name of Registrant as specified in its charter) |
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Nevada |
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000-1650739 |
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82-1063313 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
1980 Festival Plaza Drive Suite 530
Las Vegas, Nevada 89135
(Address of principal executive offices, including zip code)
(702) 360-0652
(Registrant's telephone number, including area code)
Check the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ 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)).
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Item 1.01 Material Events
On October 15, 2020, the Board of Directors approved the company entering into a Memorandum of Understanding agreement between AJIA INNOGROUP HOLDINGS, LTD., and UNION PATRON LIMITED, (Exhibit 10.1). With this Memorandum of Understanding, the Board is strongly expecting to expand the Company’s business developments in the following areas:
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Big Data Strategic enterprise solution, |
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Cloud and digital trading solution, |
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Combined enterprise syndication planning and solution, and |
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E-compliance system and enterprise solutions. |
Additionally, AJIA INNOGROUP HOLDINGS LTD. entered into an agreement with SPENDOR RADIANT LIMITED and a third party, Mr. Ngan to set up a joint venture company to be named AJIA CORPORATION SYSTEMS ARCHITECHTURE SOLUTION LIMITED, (Exhibit 10.2.)
AJIA SYSTEMS CORPORATION ARCHITECHTURE SOLUTION LIMITED and UNION PATRON LIMITED also entered into a MEMORANDUM of UNDERSTANDING, (EXHIBIT 10.3).
With the above-mentioned Joint Venture and MEMEORANDUM OF UNDERSTANDING, the Board is expecting that the Group’s revenue for the coming quarters shall be improved.
Nevertheless, the Board is still looking forward to engaging other projects so as to improve the Group’s financial performance and cash flow in future.
Item 9.01 Financial Statements and Exhibits.
Exhibits
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COPY OF AGREEMENT BETWEEN AJIA INNOGROUP HOLDINGS LTD AND SPLENDOR RADIANT LIMITED. |
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SIGNATURE
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.
| Dated: November 3, 2020 | By: | /s/ Elaine Wan Yin Ling | |
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Title: |
Director, Secretary and Treasurer |
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Exhibit 10.1
A JIA INNOGROUP HOLDINGS, LTD.
MINUTES OF MEETING OF THE BOARD OF DIRECTORS
Date: Oct 20, 2020
Venue: Room 1001, 10/F.，Grandmark, No. 10 Granville Road, Tsim Sha Tsui, Kowloon.
Present: Please refer to the attached attendance sheet.
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CHAIRMAN |
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Mr. Yip, Kwok Fai presided as chairman (the “Chairman”) of the meeting (the “Meeting”)and acted as the Chairman throughout the Meeting. |
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NOTICE AND QUORUM |
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The Chairman noted that the notice of the Meeting had been duly given to all the Directors in accordance with the articles of association of the Company (the "Articles") and that a quorum was present and remained present throughout the Meeting. |
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DECLARATION OF INTEREST |
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The Directors declared their interests (if any) in relation to the transactions contemplated herein pursuant to the Articles. |
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JOINT VENTURE AGREEMENT BETWEEN SPLENDOR RADIANT LIMITED AND MR. NGAN TSZ MAN (“MR. NGAN”) |
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A draft joint venture agreement between Spendor Radiant Limited and Mr. Ngan pertaining to setup of a joint venture company, namely AJIA Corporation Systems Architecture Solution Limited 愛家系統架構發展有限公司 was tabled before the meeting and it was resolved that: |
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A. The draft agreement was approved by the Board;
B. Mr. Yip was hereby approved by the Board to sign on this agreement and the subsequent revision or amendment of the agreements, if any, on behalf of the Company. |
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MEMORANDUM OF UNDERSTANDING (“MOU”) BETWEEN AJIA CORPORATION SYSTEMS ARCHITECTURE SOLUTION LIMITED (“AJIA CORP”) AND UNION PATRON LIMITED (“UPL”) |
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As approved by the Board’s resolution on September 16, 2020, a draft MOU agreement between AJIA and UPL was tabled before the meeting and it was resolved that: - |
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A. The draft agreement was approved by the Board;
B. Mr. Yip was hereby approved by the Board to sign on this agreement and the subsequent revision or amendment of the agreements, if any, on behalf of the Company. |
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6, There is no other business and the meeting concluded at 13:00pm of Oct 20, 2020.
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/s/ WAN Yin Ling |
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Prepared by: Ms WAN Yin Ling |
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Approved oy: Mr. Yip Kwok Fai |
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Appendix 1
AJIA VNNOGROUP HOLDINGS, LTD
ATTANDENCE UST FOR THE MEETING OF THE BOARD OF DIRECTORS
DATE:
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Executive Director: |
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Signatory |
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Mr.Zhi Qiang LIANG |
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/s/ Zhi Qiang LIANG |
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Ms. Yin Ling WAN |
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/s/ Yin Ling WAN |
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Mr. KwokFai YIP |
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/s/ KwokFai YIP |
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Non-executive director: |
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MR Hung Hln Samuel LEUNG |
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/s/ Hung Hln Samuel LEUNG |
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Officers and other participants: |
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Chief Financial Officer: Mr. Wai Hing LAI |
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/s/ Wai Hing LAI |
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Exhibit 10.2
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Exhibit 10.3
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