Current Report · Items 1.01, 9.01 · 8-K
Kun Peng International Ltd.
Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement. On June 10, 2025, King Eagle (China) Co., Ltd. (“King Eagle China”), Kun Peng International Ltd.’s wholly foreign owned enterprise (“WFOE”), King Eagle (Tianjin) Technology Co., Ltd.…
Filed Jul 3, 2025Accepted Jul 3, 2025, 5:30 AM EDTCIK 1502557Accession 0001641172-25-017710
Company context
Current securities
Historical securities (2)
Disclosure sections
Items 1.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 1.01Item 1.01 - Entry into Material Agreement
Item
1.01 Entry into a Material Definitive Agreement.
On
June 10, 2025, King Eagle (China) Co., Ltd. (“King Eagle China”), Kun Peng International Ltd.’s wholly foreign owned
enterprise (“WFOE”), King Eagle (Tianjin) Technology Co., Ltd. (“King Eagle Tianjin”), and the shareholders of
King Eagle Tianjin (the “Original Shareholders”) entered into an agreement (the “Termination Agreement”) to terminate
certain previous agreements consisting of a Business Operation Agreement, a Proxy Agreement, an Equity Disposal Agreement, and an Equity
Pledge Agreement (the “Original VIE Agreements”). The Original VIE Agreements, along with an Exclusive Consultation and Service
Agreement, which was amended on March 1, 2024, established King Eagle Tianjin as a variable interest entity and allowed King Eagle China
to control and receive the economic benefits of King Eagle Tianjin’s business operations. The Original VIE Agreements were terminated
due to the transfers by one of the Original Shareholders of his equity interests in King Eagle Tianjin.
On
the same date, King Eagle China, King Eagle Tianjin, and the shareholders of King Eagle Tianjin, including the transferees of the Original
Shareholder who transferred his equity interests, entered into new VIE Agreements (the “New VIE Agreements”) consisting
of a Business Operation Agreement, an Agency Agreement, an Equity Disposal Agreement, and an Equity Pledge Agreement. The originally
executed Exclusive Consultation and Service Agreement, as amended, remains in effect. The New VIE Agreements, along with the Exclusive
Consultation and Service Agreement, continue King Eagle Tianjin’s status as a variable interest entity and allow King Eagle China
to control and receive the economic benefits of King Eagle Tianjin’s business operations.
The
foregoing descriptions of the Termination Agreement and the New VIE Agreements do not purport to be complete and are qualified
in their entireties by reference to the full texts of those agreements, which are filed as Exhibits 99.1 through 99.5 to this
Current Report on Form 8-K and are incorporated herein by reference.
Forward-Looking
Statements
Matters
discussed in this report may constitute forward-looking statements. Forward-looking statements include statements concerning plans, objectives,
goals, strategies, future events or performance, and underlying assumptions and other statements, other than statements of historical
facts. The words “believe,” “anticipate,” “intends,” “estimate,” “potential,”
“may,” “should,” “expect,” “pending” and similar expressions identify forward-looking
statements. The forward-looking statements in this report are based upon various assumptions. Although we believe that these assumptions
were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies, which are
difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being filed with this Current Report on Form 8-K:
Exhibit Description
No.
────────────────────────────────────────────────────────────────────────────────────────────
99.1 Termination Agreement dated June 10, 2025
99.2 Business Operation Agreement dated June 10, 2025
99.3 Agency Agreement dated June 10, 2025
99.4 Equity Disposal Agreement dated June 10, 2025
99.5 Equity Pledge Agreement dated June 10, 2025
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Filed exhibits (2)
EX-99.1 (by filename) ex99-1.htmEX-99.1
2
ex99-1.htm
EX-99.1
EXHIBIT
99.1
Terminate
the agreement
This
Termination Agreement (hereinafter referred to as “this Agreement” or “this Termination Agreement”) is made by
the following parties signed on the day of June 10, 2025:
King
Eagle (China) Co., Ltd. (hereinafter referred to as “King Eagle China”)
Address:
1st Floor, Building 3, No. 1001, Huihe South Street, Banbidian Village, Gaobeidian Township, Chaoyang District, Beijing.
2.
Liu Cuilian
Chinese
ID Number: 130226197210152121
Address:
No. 105, Gengzhuang Village, Xiaguanying Town, Qian ‘an City, Hebei Province.
3.
Zhang Yuanyuan
Chinese
ID number: 110106198104054229
Address:
Room 1106, Building 5, Hongju Street, Xuanwu District, Beijing
4.
Zhang Jinjing
Chinese
ID Number: 130623198101295825
Address:
No. 6 Hongxing Hutong, Gaopu Village, Jiulong Town, Laishui County, Baoding City, Hebei Province.
5.
Fan Zhandong
Chinese
ID Number: 411224197903136437
Address:
No. 10, Group 2, Wenyu Village, Wenyu Township, Lushi County, Henan Province.
6.
Teng Hui
Chinese
ID number: 110107198107140663
Address:
No. 1207, Building 5, District 4, Jinding Street, Shijingshan District, Beijing.
7.
Hu Wanfeng
Chi…
Open exhibit ↗EX-99.2 (by filename) ex99-2.htmEX-99.2
3
ex99-2.htm
EX-99.2
EXHIBIT
99.2
Business
Operation Agreement
This
business operation agreement (hereinafter referred to as “this Agreement”) was signed by the following parties (hereinafter
referred to as “the parties to the Agreement”) in Tianjin, China on June 10, 2025:
Party
A: King Eagle (China) Co., Ltd. (“ King Eagle China ”)
Address:
1st Floor, Building 3, No. 1001, Huihe South Street, Banbidian Village, Gaobeidian Township, Chaoyang District, Beijing.
Party
B: King Eagle (Tianjin) Technology Co., Ltd. (“ King Eagle Tianjin ”)
Address:
Room 211, 2nd Floor, No. 1, Second Street, International Logistics Zone, Tianjin Free Trade Zone (Airport Economic Zone) (No. WK-64449,
Managed by Sun Wukong (Tianjin) Business Secretary Co., Ltd.)
Party
C:
Liu
Cuilian, ID Number: 130226197210152121
Address:
No. 105, Gengzhuang Village, Xiaguanying Town, Qian ‘an City, Hebei Province.
Wang
Zhizhong, ID Number: 110109196811152514
Address:
No. 15, front row of the bungalow, No. 16, Chegongzhuang West Road, Haidian District, Beijing.
Zhang
Jinjing, ID Number: 130623198101295825
Address:
No. 6 Hongxing Hutong, Gaopu Village, Jiulong Town, Laishui County, Baoding City, He…
Open exhibit ↗