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):
February 9, 2018
_______________________________________________________________
COSMOS GROUP HOLDINGS INC.
(Exact name of registrant as specified in
its charter)
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NEVADA
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000-55793
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22-3617931
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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Rooms 1705-6, 17
th
Floor,
Tai Yau Building,
No. 181 Johnston Road
Wanchai, Hong Kong
(Address of principal executive offices)
(Zip Code)
+852 3643 1111
(Registrant’s telephone number, including area code)
(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 the registrant under any of the following provisions (
see
General Instruction A.2.below):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
o
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
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Item 1.01. Entry into a Material Definitive Agreement
Effective February
9, 2018, we, through our wholly foreign owned enterprise in China (COSG WFOE), entered into a COSG Car APP Promotion and Membership
Management Collaboration Agreement (the “Car APP Agreement”) with Foshan Shen Fan Technology Limited (“Foshan”),
an O2O servicing company. Pursuant to the Car APP Agreement, Foshan agreed to promote the registration and sales of memberships
on behalf of COSG, with the goal of achieving 100,000,000 registered COSG Car APP members. COSG agreed to provide its Car APP designed
for use by COSG vehicle members and after-app customer service and operating environment. COSG agreed to pay Foshan certain fees
which are more fully set forth in the Car APP Agreement. The collaboration expires in 2019.
Effective February
9, 2018, we, through COSG WFOE, also entered into an E-commerce Strategic Cooperation Agreement (the “Cooperation Agreement”)
with Foshan. Pursuant to the Cooperation Agreement, Foshan agreed to build and operate an online ecommerce store for the sale of
cars, which e-store will be accessed through Foshan’s Alibaba China Station account. Foshan is expected to sell 30,000 vehicles
in 2018. COSG agreed to pay Foshan certain fees which are more fully set forth in the Cooperation Agreement.
The foregoing descriptions
of the Car APP Agreement and Cooperation Agreement are qualified in its entirety by reference to such agreements, which are filed
as Exhibits 10.1 and 10.2 to this Current Report and incorporated herein by reference.
On March 9, 2018, COSG
issued a press release announcing its cooperation with Foshan. A copy of this press release is attached hereto as Exhibit 99.1
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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 hereunto duly authorized.
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COSMOS GROUP HOLDINGS INC.
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Dated: March 19, 2018
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By:
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/s/ Koon Wing Cheung
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Koon Wing Cheung
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Chief Executive Officer
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Exhibit 10.1
COSG Car APP
Promotion and Membership Management Collaboration Agreement
Party A
: 佛山天元喜越汽车租赁有限公司
“Party A”
Contact Person: PENG, Huanting
Address: 佛山市三水區西南街道碧堤
8號雅怡居五座 104 商鋪 2
Party B
: Foshan
Shen Fan Technology Limited 佛山申帆科技有限公司 “Party B”
Contact Person: YU, Guanwu
Address: 佛山市南海大沥镇桂江路兴美有色金属有限公司
1 号办公楼
Collectively referred to as the
“
Parties
” or individually as a “
Party
”.
Pursuant to the “Contract Law of
the People's Republic of China” and after friendly consultation between the two parties and in accordance with the principles
of equality, mutual benefit and good will, the parties to this agreement wish to collaborate in carrying out“COSG Car APP
Promotion and Membership Management” and establish a framework to govern their respective rights and obligations in relation
to the collaboration. This Agreement sets out the terms and conditions upon which the Parties have agreed to collaborate.
A. The Scope and Content of Collaboration
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1.
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COSG Car APP (hereinafter referred to as “the APP”) is entirely owned by Party A. This
mobile app is specifically designed for the use by its own members. The right of interpretation of terms of the membership exclusive
right is belonged to Party A and Party A is obligated to provide the illustration and relevant information of the COSG Car APP.
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2.
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Party B is entitled to promote the registration and sales of membership with the marketing materials.
It shall include but not limited to the use of any current resources, e.g. the member registration promotion on any internet platforms,
the sales of membership and its exclusive membership service.
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3.
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Within the authorized scope by Party A, Party B shall provide the APP operation services, promote
the member registration and the sales of membership.
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B. Rights and Obligation
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1.
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Party B shall formulate its own business strategy and organize marketing team to provide the operation
service.
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2.
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Party B shall ensure that it uses employees or agents in performing its obligations
of membership registration and sales promotion, under this Agreement who are suitably qualified and experienced or where a Party
is a natural person, he/she himself/herself is suitably qualified and experienced, or where a Party is a (including but not limited
to television, radio, major newspaper websites, offline publicity meetings, outdoor big names, LED electronic screens, etc.).
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3.
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Party A shall provide Party B with support and convenience not limited to
business promotion, training materials, marketing support, and relevant operations for the COSG Car App promotion, in order for
Party B to achieve better and more effective promotion.
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4.
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Party A shall be responsible for operating the product ecosystem and shall provide stable and high-quality membership and relevant
membership services. Party A shall guarantee an ‘after-app’ operating environment, provide high quality customer experience,
and improve the local service supporting system.
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C.
Duration of Collaboration
The collaboration for the Business
shall commence on the date when this Agreement has been signed by both Parties (the “
Commencement Date
” on
Date,
Month
, 2018) and shall continue unless and until terminated on
Date, Month,
2019.
D.
Invoicing and Payment
Within the collaboration
period under the authorized scope of Party A, Party A's payment to Party B is based on the number of COSG Car APP member registrations
according to below service charges.
Payment Item:
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a.
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Successful registration of COSG Car APP member via various channels: ¥ 3/ member, tax excluded, (based on the number
of members retrieved at the back end of the APP).
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b.
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Successful installation of COSG Car APP and member registration: ¥15/ member, tax excluded.
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c.
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Target within the collaboration period: 100,000,000 registered COSG Car APP members.
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a.
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Monthly payment: Party B shall issue an invoice to Party A at or around the end of each calendar month setting
out the amount of payment regarding 80% of the promotional fee and commission fee to be paid by Party A to Party B, the calculation
of which shall be in accordance with the Schedule. Party A shall settle payment of the invoiced amount by 15
th
of the
following month by way of bank transfer to the designated account of Party B.
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b.
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The
remaining fee should be calculated to the quarterly performance of promotion:
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Remaining fee of quarterly promotion
performance – (The sum of quarterly promotion fee * Promotion performance rate) – settled sum of quarterly promotion
fee.
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Fee Reference Schedule
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Revenue Promotion (Millions)
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of
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Promotion Performance Rate
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Revenue Promotion (Million)
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of
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Operation Performance Rate
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Less than 30
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80%
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Less than 30
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80%
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30 - 80
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90%
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30 - 80
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90%
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80 - 100
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100%
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80 - 100
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100%
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Above 100
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110%
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Above 100
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110%
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Promotion Period
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Revenue of Sales from Membership (Million)
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First Quarter
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2 - 5
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Second Quarter
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2.1
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- 2.6
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Third Quarter
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2.2
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- 2.7
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Fourth Quarter
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23
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- 28
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3.
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6% additional charges for the issue of VAT Invoice.
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E.
Intellectual Property Ownership
Party A shall ensure that the trademarks
or materials and information provided within this project will not result in any legal disputes raised from the third party's infringement
of its patents, trademark rights or other intellectual property rights. Party A should bear the legal liability if such disputes
raised.
F.
Confidentiality
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(a)
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The confidential information in this agreement refers to the
information that the unpublished technical information and raw material disclosed to other party during the project negotiation
and project development.
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(b)
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Necessary Protective Measure against the Confidential Information
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(i)
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Obligation to Take Necessary Protective Measures against the Confidential Information
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The parties relate to this agreement
shall take the reasonable security measures to prevent the disclosure of confidential information in any way, including but not
limited to the establishment of a technical confidentiality system to train relevant personnel, to keep the other party’s
technical confidential information properly, etc.
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(ii)
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Obligation to Prevent any Copying and Unauthorized Use of confidential information and intellectual
property at the outside of the project
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Except for proper replication
within the enterprise for the purposes of this project, neither party is able to duplicate the technical confidential information
or technical confidential information carrier in any way.
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(iii)
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Comply with Party B's Technical Confidentiality System
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Party B formulates a related
technology confidentiality system based on its own corporate characteristics. This technical confidentiality system constitutes
part of this agreement. Party A and its participator in this project must comply the system.
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All materials used by Party
B for this project are adopted for this project only. Party A shall not adopt any methods to extract the project's materials for
other purpose which is in violation with this agreement.
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(c)
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Statements, Warranties and Commitments
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Party A shall promise to use
the technical confidential information only for the purpose of completion of this project. Party A shall not use the confidential
information for any other purpose and does not disclose the confidential information and the information carrier to any third party
in any way.
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(d)
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Compensation for damages
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If economic losses are caused
to the any party due to the violation of the technical confidentiality commitment, the defaulting party shall bear all direct and
indirect losses arising therefrom.
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G. Force Majeure
When any party fails to execute
this agreement due to force majeure, it shall notify the other party within three days after the occurrence of the event of force
majeure in order to reduce the damage that may be caused to the other party. After obtaining the force majeure certificate of the
relevant institution or mutual understanding and confirmation, it is allowed to postpone or amend this agreement, and depending
on the circumstances may be partially or completely free from liability for breach of this agreement.
H. Others
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(a)
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The attachment forms part of this Agreement and shall have effect as if set out in full in the
body of this Agreement. Any reference to this Agreement includes the attachment.
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(b)
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All documents signed by the parties (including meeting minutes, supplementary meetings, correspondence)
will be an integral part of this agreement.
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(c)
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The contact address mentioned above is the contact information designated by both parties. If there
is a change in the address, telephone number, or fax number of the party, the party shall notify the other party in writing within
the same day of the change. Otherwise, it shall bear the corresponding responsibility.
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(d)
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Party B is not allowed to transfer partial or all of its obligations under this agreement.
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(e)
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If the parties are unable to resolve dispute arising from the execution of this agreement through
friendly negotiation, they can have lawsuit in the People's Court of Nanhai District.
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I.
Agreement Effectiveness
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(a)
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This agreement takes effect upon the date of signing and stamping of the authorized representatives
of party A and B.
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(b)
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This agreement is made in two copies, with each party holding one of it.
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佛山天元喜越汽车租赁有限公司
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佛山申帆科技有限公司
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Authorized representatives signature
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Authorized representatives signature
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Signing location:
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Signing location:
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Signing date:
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Signing date:
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Exhibit 10.2
E-commerce Strategic Cooperation Agreement
Party A
: 佛山天元喜越汽车租赁有限公司
“Party A” Contact Person: PENG, Huanting
Address: 佛山市三水区西南街道碧堤
8 号雅怡居五座 104 商铺 2
Party B
: Foshan Shen Fan Technology Limited
佛山申帆科技有限公司 “Party B” Contact Person: YU, Guanwu
Address:
佛山市南海大沥镇桂江路兴美有色金属有限公司
1
号办公楼
Collectively referred to as the “
Parties
”
or individually as a “
Party
”.
Party A and Party B would
like to cooperate with each other and seek for new business opportunity to implement the chain relationship bring up from Tmall
and Alibaba, to increase competitiveness, to enhance the effectiveness of resource allocation and to increase international influence.
By means of the support from Foshan Bureau, Party B will setup e-commerce shop in the platform of T-mall through Alibaba China
Station. Based on the principles of friendly consultation, mutual benefit, cooperation and innovation, the two parties have reached
the following this agreement on the joint construction of the “COSG Car & Tmall Vehicle Flagship Store E-commerce Platform”
cooperation project.
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1.
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Party B shall build a T-mall flagship store (hereinafter referred to as
“the e-store”) for the sale of cars in accordance with the relevant specifications of Tmall flagship store of Alibaba
China Station. According to the actual situation, Party B shall provide Party A some functional modules which Party A is able to
maintain by themselves within an authorized scope.
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2.
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Party A shall provide the necessary information for the e-store construction,
such as industry introduction, news, pictures and other contents requested by Party B. Party A shall ensure the truthfulness, accuracy,
timeliness and completeness of the information provided.
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3.
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Party A shall access the e-store online operation portal through its Alibaba
China’s account to ensure the compliance of the operations, and Party A promised that the aforementioned account is the only
designated account in the Alibaba China under the execution of this agreement. All the operations matters performed through the
above account shall be handled by Party A independently.
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4.
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Party A authorizes Party B to operate its store on behalf of them, and Party
B provides online vehicle sales agency service within the scope of Party A's authorization. Party B shall complete the sales target
of 30,000 vehicles in the year of 2018.
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B.
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Tmall Flagship Store - Operation Service Content and Collaboration Duration
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1.
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Party
A must participate in Foshan Tmall Industrial Park (hereinafter referred to as the “the platform”). Party B shall assist
Party A to enter the platform. Party B shall report the service relationship with Party A to Tmall's operating service market (
www.tmafl.com
).
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2.
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Once Party A entered the platform. Party B shall provide the paid operating services with at
least 5 items of the following:
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(i)
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Provision of the following basic services to Party A: Basic Operation Guidance:
Tmall download, installation and application, the binding of service with Alipay, product release, e-store’s positioning
in the market, operation of backend seller center, e-store maintenance, product maintenance, customer service management, order
management, logistic management, evaluation management, etc.
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(ii)
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Provision of the following design and renovation services to Party A: e-store
renovation: Including online store design style, wireless store decoration, product display design, brochure design, basic product
picture processing, etc.
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(iii)
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Provision of the following commodity digitization services to Party A: product
image processing and publishing, product title editing and optimization, and product details page daily maintenance, etc.
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(iv)
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Provision of the following marketing and promotion services to Party A:
guidelines of Tmall official website for activity registration, e-store internal marketing activities, community
forum promotion, train promotion, data report analysis, exhibition promotion, Taobao customer marketing promotion, etc.
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(v)
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Provision of online vehicle sales agency service within the authorized scope by Party A and complete
the sales target of 30,000 vehicles online in 2018.
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3.
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Party B shall provide Party A with training services for at least one year. The paid service
shall include at least 2 items of the following:
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(i)
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the training about Tmall new regulations and promotions
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(ii)
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Taobao University professional knowledge and skills training
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Party A is responsible for the training venues and
relevant arrangements; Party B is responsible for the teacher and schedule arrangement.
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4.
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Service fee and collaboration duration will be further discussed separately by both parties
after the Tmall flagship store is set up.
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C.
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Fees and Payment Methods
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Charging Items
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Charging Party
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Amount
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Remarks
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E-store setup service fees
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Party B
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¥
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Party A shall bear the fees
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E-store promotion
fee (After the ompletion of sales target of 30,000 vehicles)
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Party B
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¥
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Tmall flagship store deposit
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Tmall
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¥50,000
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Tmall
flagship store technical service fee
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Tmall
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Service
fee is % of the transaction amount (the minimum charge is
¥
60,000)
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Other Fee
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TBC
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Reimbursement
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D.
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Intellectual Property Ownership
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Party A shall ensure that
the trademarks or materials and information provided within this project will not result in any legal disputes raised from the
third party's infringement of its patents, trademark rights or other intellectual property rights. Party A should bear the legal
liability if such disputes raised.
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(a)
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The confidential information in this agreement refers to the information
that the unpublished technical information and raw material disclosed to other party during the project negotiation and project
development.
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(b)
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Necessary Protective Measure against the Confidential Information
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(i)
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Obligation to Take Necessary Protective Measures against the Confidential Information
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The parties relate to this
agreement shall take the reasonable security measures to prevent the disclosure of confidential information in any way, including
but not limited to the establishment of a technical confidentiality system to train relevant personnel, to keep the other party’s
technical confidential information properly, etc.
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(ii)
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Obligation to Prevent any Copying and Unauthorized Use of confidential information and intellectual
property at the outside of the project
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Except for proper replication
within the enterprise for the purposes of this project, neither party is able to duplicate the technical confidential information
or technical confidential information carrier in any way.
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(iii)
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Comply with Party B's Technical Confidentiality System
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Party B formulates a related
technology confidentiality system based on its own corporate characteristics. This technical confidentiality system constitutes
part of this agreement. Party A and its participator in this project must comply the system.
All materials used by Party
B for this project are adopted for this project only. Party A shall not adopt any methods to extract the project's materials for
other purpose which is in violation with this agreement.
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(c)
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Statements, Warranties and Commitments
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Party A shall promise to
use the technical confidential information only for the purpose of completion of this project. Party A shall not use the confidential
information for any other purpose and does not disclose the confidential information and the information carrier to any third party
in any way.
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(d)
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Compensation for damages
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If economic losses are caused
to the any party due to the violation of the technical confidentiality commitment, the defaulting party shall bear all direct and
indirect losses arising therefrom.
When any party fails to
execute this agreement due to force majeure, it shall notify the other party within three days after the occurrence of the event
of force majeure in order to reduce the damage that may be caused to the other party. After obtaining the force majeure certificate
of the relevant institution or mutual understanding and confirmation, it is allowed to postpone or amend this agreement, and depending
on the circumstances may be partially or completely free from liability for breach of this agreement.
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(a)
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The attachment forms part of this Agreement and shall have effect as if set
out in full in the body of this Agreement. Any reference to this Agreement includes the attachment.
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(b)
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All documents signed by the parties (including meeting minutes, supplementary
meetings, correspondence) will be an integral part of this agreement.
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(c)
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The contact address mentioned above is the contact information designated
by both parties. If there is a change in the address, telephone number, or fax number of the party, the party shall notify the
other party in writing within the same day of the change. Otherwise, it shall bear the corresponding responsibility.
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(d)
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Party B is not allowed to transfer partial or all of its obligations under
this agreement.
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(e)
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If the parties are unable to resolve dispute arising from the execution
of this agreement through friendly negotiation, they can have lawsuit in the People's Court of Nanhai District.
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H.
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Agreement Effectiveness
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(a)
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This agreement takes effect upon the date of signing and stamping of the authorized representatives
of party A and B.
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(b)
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This agreement is made in two copies, with each party holding one of it.
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佛山天元喜越汽车租赁有限公司
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佛山申帆科技有限公司
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Authorized representatives signature
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Authorized representatives signature
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Signing location:
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Signing location:
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Signing date:
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Signing date:
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Exhibit 99.1
FOR IMMEDIATE RELEASE
Cosmos Group Holdings Inc. Announces
Cooperation with Foshan Shen Fan Technology Limited
March 19, 2018 –
[Hong Kong, S.A.R]
Cosmos Group Holdings Inc. (COSG), a specialty commercial logistic company, today announced a strategic
cooperation with Foshan Shen Fan Technology Limited (Foshan Technology), a boutique O2O servicing company.
During the fourth quarter
of 2017, COSG COSG identified a new business opportunity to market, sell and lease vehicles through Tmall and Alibaba. After conducting
market research of the automobile market in Guandong China, COSG plans to establish an O2O membership based vehicle sales business
that offers exceptional pricing to its members by the third quarter of 2018.
COSG has partnered with
Foshan Technology to setup and operate an e-commerce shop on the T-mall platform through Alibaba China Station, the “COSG
Car & Tmall Vehicle Flagship Store E-commerce Platform”. According to the cooperation agreement, Foshan Technology expects
to sell 30,000 vehicles online in 2018 and develop a database of 100,000,000 registered members during the collaboration period.
Huanting PENG, COSG’s
Chief Operation Officer said, “We are delighted to be partnering with Foshan Technology, who can bring marketing and promotions
support and platform management expertise. We believe that Foshan Technology will improve our ability to attract, retain and service
our members.”
Guanwu Yu, the CEO of Foshan
Technology said, “We believe that there would be a perfect synergy effect from the combination of the T mall platform, COSG's
service and experience and our mature digital technology, which could bring a huge change in the ecosystem of the automobile market
in China."
About Cosmos Group Holdings Inc.
Cosmos Group Holdings Inc.
is a specialty commercial logistic company that provides timely and reliable logistics and delivery services to commercial clients
located in Hong Kong and parts Shanghai, China.
About Foshan Shen Fan Technology
Foshan Shen Fan is a boutique
one-stop O2O solution service company specializing in Engineering and Technology Research and Development, Software Development,
Information Technology Services, Data Processing and Storage Services.
Information about Forward-Looking Statements
This press release contains
"forward-looking statements" that include information relating to future events, and future financial and operating performance.
Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate
indications of the times at, or by, which that performance or those results will be achieved. Forward-looking statements are based
on information available at the time they are made and/or management's good faith belief as of that time with respect to future
events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those
expressed in, or suggested by, the forward-looking statements. Important factors that could cause these differences include, but
are not limited to: the Company's ability to acquire one or more successful businesses, growth in targeted markets, the adequacy
of the Company's liquidity and financial strength to support its growth. The Company undertakes no obligation to publicly update
or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
This press release shall
not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities
in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful.
Contact:
Cosmos Group Holdings Inc.
Investor Relations
(852) 3643-1111
info@cosgus.com