LICN Lichen China Limited

 

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month ended July 2024

 

Commission File No. 001-41493

 

LICHEN CHINA LIMITED

(Translation of registrant’s name into English)

 

15th Floor, Xingang Square, Hubin North Road,

Siming District, Xiamen City,

Fujian Province, China, 361013

(Address of principal executive office)

 

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 ☒ Form 40-F ☐

 

 

 

Entry into Share Purchase Agreements 

 

On March 9, 2023, Lichen China Limited (the “Company”) entered into a Share Purchase Agreement (the “Original Share Purchase Agreement”) by and among Zisu Zhou, a People’s Republic of China national (the “Seller”), Bondly Enterprises Limited, a proprietary company registered in Hong Kong (the “Target”). The Target is engaged in professional education business.

 

On July 12, 2024, the Company entered into a Supplemental Share Purchase Agreement (the “Supplemental Share Purchase Agreement”, together with the Original Share Purchase Agreement, the “Share Purchase Agreements”) by and among the Seller and the Target. Pursuant to the Supplemental Share Purchase Agreement, the Seller will be selling, and the Company will be purchasing, 60% of the equity interest of the Target at the total purchase price of US$8,000,000. The Securities Purchase Agreements and the transaction contemplated thereby, have been approved by the Company’s board of directors.

 

The Company has paid an initial deposit of $3,000,000 upon execution of the Original Share Purchase Agreement. On July 17, 2024, the Company completed the payment of remaining balance of $5,000,000. The transaction then has been closed.

 

The foregoing description of the Securities Purchase Agreements is qualified in its entirety by reference to the full text of the Share Purchase Agreement and Supplemental Share Purchase Agreement, which are filed as Exhibit 10.1 and Exhibit 10.2 to this Form 6-K respectively and is incorporated herein by reference.

 

This current report on form 6-K is incorporated by reference into the Company’s registration statement on Form F-3 (File No. 333-277230).

 

EXHIBIT INDEX

 

Exhibit No.		Description
10.1		Share Purchase Agreement
10.2		Supplemental Share Purchase Agreement

 

 

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 hereunto duly authorized.

 

	Lichen China Limited
Date: July 18, 2024	By:	/s/ Ya Li
	Name:	Ya Li
	Title	Chief Executive Officer

 

 

2

 

Exhibit 10.1

 

SHARE PURCHASE AGREEMENT

 

This Share Purchase Agreement (this “Agreement”), dated as of March 9, 2023, is entered into among Zhou Zisu_, a PRC citizen (the “Seller”), Bondly Enterprises Limited, a proprietary company registered in Hong Kong (the “Target”), and Lichen China Limited, a company formed under the laws of the Cayman Islands (the “Buyer”). Capitalized terms used in this Agreement have the meanings given to such terms herein.

 

RECITALS

 

WHEREAS, Seller owns 100% equity interest in the Target;

 

WHEREAS, the Target is engaged in professional education business (the “Business”);

 

WHEREAS, Seller wishes to sell to Buyer, and Buyer wishes to purchase from Seller, all the equity interest in the Target, subject to the terms and conditions set forth herein; and

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

ARTICLE I

PURCHASE AND SALE

 

Section 1.01 Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing (as defined in Section 2.01), Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall Purchase from Seller, 100% of the equity interest in the Target ( the “Target Shares”).

 

Section 1.02 Purchase Price. The purchase price for the Target Shares shall be setteled as an amendment to this Agreement (the “Amendment”) after the completion of the financial due diligence . Buyer shall, by wire transfer to Seller or the Seller’s Designees of immediately available funds, pay $3 million deposit at the time of signing this Agreement and the remaining shall be setteled at the Closing (as defined in Section 2.01). The $3million deposit is refundable and should be returned to the Buyer if the Conditions to Closing are not met.

 

ARTICLE II

CLOSING

 

Section 2.01 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place on a date mutually agreed by the parties after the date all of the conditions described in Section 2.02 are met (the “Closing Date”).

 

Section 2.02 Conditions to Closing.

 

(a) Buyer shall have completed its financial and legal due diligence reviews of the Target.

 

(b) The Target, Seller and Buyer shall each obtain any and all regulatory approvals as required in connection with the transactions contemplated by this Agreement

 

(c) Seller and Buyer shall sign the Amendment to set the final Purchase Price.

 

 

Section 2.03 Seller’s Closing Deliverables. At the Closing, Seller shall deliver the Target Shares to the Buyer and a copy of this Agreement executed by Seller.

 

Section 2.04 Buyer’s Closing Deliverables. At the Closing, Buyer shall deliver to Seller a copy of this Agreement executed by Buyer and Purchase Price.

 

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLER

 

Seller represents and warrants to the Buyer that the statements contained in this Article III are true and correct as of the date hereof.

 

Section 3.01 Title to Target Shares. Seller has good and valid title to all the Target Shares, free and clear of any Encumbrance.

 

Section 3.02 Legal Proceedings; Governmental Orders.

 

(a) There are no claims, actions, causes of action, demands, lawsuits, arbitrations, inquiries, audits, notices of violation, proceedings, litigation, citations, summons, subpoenas, or investigations of any nature, whether at law or in equity (collectively, “Actions”) pending or threatened against or by Seller: (i) relating to or affecting the Target Shares; or (ii) that challenge or seek to prevent, enjoin, or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

 

(b) There are no outstanding Governmental Orders against, relating to, or affecting the Target Shares.

 

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF BUYER

 

Buyer represents and warrants to Seller, Target and Payee that the statements contained in this Article IV are true and correct as of the date hereof.

 

Section 4.01 Organization and Authority. Buyer is a company duly organized and validly existing under the Laws of the British Virgin Islands. Buyer has full corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby. The execution and delivery by Buyer of this Agreement, the performance by Buyer of its obligations hereunder, and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement constitutes legal, valid, and binding obligations of Buyer enforceable against Buyer in accordance with their respective terms.

 

Section 4.02 No Conflicts or Consents. The execution, delivery, and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby, do not and will not: (a) violate or conflict with any provision of the certificate of incorporation, by-laws, or other organizational documents of Buyer; (b) violate or conflict with any provision of any Law or Governmental Order applicable to Buyer; or (c) require the consent, notice, declaration, or filing with or other action by any Person or require any permit, license, or Governmental Order.

 

ARTICLE V

MISCELLANEOUS

 

Section 5.01 Interpretation; Headings. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

 

Section 5.02 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement.

 

Section 5.03 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder.

 

Section 5.04 Amendment and Modification; Waiver. This agreement shall be non-binding and may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No failure to exercise, or delay in exercising, any right or remedy arising from this Agreement shall operate or be construed as a waiver thereof. No single or partial exercise of any right or remedy hereunder shall preclude any other or further exercise thereof or the exercise of any other right or remedy.

 

Section 5.05 Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction). Any legal suit, action, proceeding, or dispute arising out of or related to this Agreement, the other Transaction Documents, or the transactions contemplated hereby may be instituted in the federal courts of the United States of America or the courts of the State of New York in each case located in the city of New York and county of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, proceeding, or dispute.

 

Section 5.06 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

 

[SIGNATURE PAGE FOLLOWS]

 

 

IN WITNESS WHEREOF, the parties have executed and delivered this Share Purchase Agreement as of the date first written above.

 

SELLER
Zhou Zisu
/s/ Zhou Zisu
Name:	Zisu Zhou
Title:

 

BUYER
Lichen China Limited
/s/ Ya Li
Name:	Ya Li
Title:	CEO

 

 

4

 

Exhibit 10.2

 

SUPPLEMENTAL SHARE PURCHASE AGREEMENT

 

This Supplemental Share Purchase Agreement (this "Agreement"), dated as of July 12, 2024, is entered into among Zisu_Zhou, a People’s Republic of China national (the “Seller”), Bondly Enterprises Limited, a proprietary company registered in Hong Kong (the “Target”), and Lichen China Limited, a company formed under the laws of the Cayman Islands (the “Buyer”). Capitalized terms used in this Agreement have the meanings given to such terms herein.

 

RECITALS

 

WHEREAS, Seller owns 100% equity interest in the Target ( the “Target Shares”); WHEREAS, the Target is engaged in professional education business (the “Business”);

 

WHEREAS, Seller wishes to sell to Buyer, and Buyer wishes to purchase from Seller, 60% of the equity interest in the Target, subject to the terms and conditions set forth herein;

 

WHEREAS, Seller and Buyer previously entered into a Share Purchase Agreement for the purchase of the Target dated March 9, 2023 (the "Original Agreement"); and

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

ARTICLE I

 

PURCHASE PRICE

 

SECTION 1.01 Purchase Price. The total purchase price for the Target Shares shall be US$8,000,000. The Seller acknowledges that the Buyer paid an initial deposit of $3,000,000 upon execution of the Original Agreement and an additional $5,000,000 shall be due (the “Remaining Balance”) on the date hereof.

 

ARTICLE II

 

CLOSING

 

Section 2.01 Closing. The closing of the transaction contemplated by this Agreement (the "Closing") shall take place on the day of the Buyer's payment of the Remaining Balance (the "Closing Date").

 

 

ARTICLE III

 

REPRESENTATIONS AND WARRANTIES OF SELLER

 

Seller represents and warrants to the Buyer that the statements contained in this Article III are true and correct as of the date hereof.

 

Section 3.01 Title to Target Shares. Seller has good and valid title to all the Target Shares, free and clear of any Encumbrance.

 

Section 3.02 Legal Proceedings; Governmental Orders.

 

(a) There are no claims, actions, causes of action, demands, lawsuits, arbitrations, inquiries, audits, notices of violation, proceedings, litigation, citations, summons, subpoenas, or investigations of any nature, whether at law or in equity (collectively, "Actions") pending or threatened against or by Seller: (i) relating to or affecting the Target Shares; or (ii) that challenge or seek to prevent, enjoin, or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

 

(b) There are no outstanding Governmental Orders against, relating to, or affecting the Target Shares.

 

ARTICLE IV

 

REPRESENTATIONS AND WARRANTIES OF BUYER

 

Buyer represents and warrants to Seller, Target and Payee that the statements contained in this Article V are true and correct as of the date hereof.

 

Section 4.01 Organization and Authority. Buyer is a company duly organized and validly existing under the Laws of the British Virgin Islands. Buyer has full corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby. The execution and delivery by Buyer of this Agreement, the performance by Buyer of its obligations hereunder, and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement constitutes legal, valid, and binding obligations of Buyer enforceable against Buyer in accordance with their respective terms.

 

Section 4.02 No Conflicts or Consents. The execution, delivery, and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby, do not and will not: (a) violate or conflict with any provision of the certificate of incorporation, by-laws, or other organizational documents of Buyer; (b) violate or conflict with any provision of any Law or Governmental Order applicable to Buyer; or (c) require the consent, notice, declaration, or filing with or other action by any Person or require any permit, license, or Governmental Order.

 

 

ARTICLE V

 

MISCELLANEOUS

 

Section 5.01 Interpretation; Headings. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

 

Section 5.02 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement.

 

Section 5.03 Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.

 

Section 5.04 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder.

 

Section 5.05 Amendment and Modification; Waiver. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No failure to exercise, or delay in exercising, any right or remedy arising from this Agreement shall operate or be construed as a waiver thereof. No single or partial exercise of any right or remedy hereunder shall preclude any other or further exercise thereof or the exercise of any other right or remedy.

 

Section 5.06 Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction). Any legal suit, action, proceeding, or dispute arising out of or related to this Agreement, the other Transaction Documents, or the transactions contemplated hereby may be instituted in the federal courts of the United States of America or the courts of the State of New York in each case located in the city of New York and county of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, proceeding, or dispute.

 

Section 5.07 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

 

[SIGNATURE PAGE FOLLOWS]

 

 

IN WITNESS WHEREOF, the parties have executed and delivered this Supplemental Share Purchase Agreement as of the date first written above.

 

SELLER
Zisu Zhou
/s/ Zhou Zisu
Name:	Zisu Zhou
Title:

 

BUYER
Lichen China Limited
/s/ Ya Li
Name:	Ya Li
Title:	CEO

 

 

4

 

---