Item 8.01 Other Events
Blue Print Global, Inc.
On November 30, 2022, Flywheel Advance Technology, Inc. (the "Company")
incorporated Blue Print Global, Inc. ("Blue Print") in the British Virgin
Islands to establish an operation to source the supply and sale of warehouse
patrol robots. The Company holds 70% of Blue Print, and the balance is held by
So Ha Tsang and Sau Ping Leung, two individuals unrelated to the Company, with
each party holding 15%.
The Company, So Ha Tsang, and Sau Ping Leung (the "Shareholders") executed a
Shareholder Agreement on December 7, 2022 (the "Shareholder Agreement"),
regarding the governance and other matters relating to Blue Print. According to
the Shareholder Agreement, where an act is to be effected by the board, the
requirement will be read as requiring the Shareholders to do everything in their
power to bring about that act and not as requiring the board to do so.
If all of the Shareholders determine that Blue Print requires additional funds,
the Company agreed that it will provide Blue Print with an interest-bearing
shareholder loan at an annual interest rate equating to the Hong Kong interbank
offered rate, quoted as an annual rate for a one (1) month period, prevailing at
close of business on the next business day immediately after the loan is granted
plus 3%.
The Shareholders have a preemptive right on any shares to be issued by Blue
Print. The Shareholders also agreed not to directly or indirectly sell, assign,
transfer, pledge, hypothecate or otherwise dispose of or in any other way
encumber their shares in Blue Print except with the prior written approval of
all of the Shareholders. Each Shareholder was granted a right of first offer to
purchase any shares in Blue Print that a shareholder desires to transfer.
Blue Print appointed Yiu Chung Ho as its sole director. Mr. Ho graduated with a
Bachelor of Engineering in Mechanical Engineering from the Hong Kong University
of Science and Technology. He has broad experience as a senior mechanical
engineer in a wide range of areas, including making automotive components
design, creating automatics processes, and designing facilities for mass
production. He also acted as a director of Goldman Technology and had registered
two lighting technology patents. Mr. Ho is fully responsible for the development
and execution of Blue Print's business plan. Under his leadership, the Company
expects Blue Print will build up a technical team to manage its robot supply
sources, a sales and marketing team to provide support to its present and future
sales agents, and a customer service team to give post-sales support to robot
buyers.
Agency Agreement
On December 7, 2022, Blue Print entered into an Agency Agreement (the "Agency
Agreement") with International Supply Chain Alliance Co., Ltd. of Hong Kong
("ISCA"). Pursuant to the Agency Agreement, Blue Print appointed ISCA as its
authorized agent to distribute warehouse patrol robots in the People's Republic
of China ("China"). The Agency Agreement is valid for five years and will be
automatically renewed for another five years unless a written non-renewal notice
is provided by either party at least 30 days before the expiration date.
However, there is no early termination option in the Agency Agreement.
The Agency Agreement provides that ISCA will use its best efforts to fulfill its
obligations to inform Blue Print of market conditions and the market position
affecting Blue Print in China, and Blue Print agrees to support ISCA in
fulfilling its obligations by making available all product information,
providing general sales terms and conditions, a valid pricelist, and all
necessary information and direction.
During and for a period of one year after termination of the Agency Agreement,
ISCA agrees to not directly or indirectly engage in the sale or trade of any
product that is comparable to and/or competitive and/or could serve as a
substitute for the product.
Blue Print agrees to pay ISCA a 10% commission based on all delivered and
invoiced direct orders, provided that a purchaser fulfilled all its obligations
of the sales agreement to Blue Print. A purchaser is deemed to have fulfilled
its obligations at the moment Blue Print has received its payment for the
products.
Blue Print's minority shareholder, Sau Ping Leung, and one of ISCA's working
partners, Kai Shun Kwong, are husband and wife.
The foregoing descriptions of the Shareholder Agreement and Agency Agreement are
not complete and are qualified in their entirety by reference to the full text
of the Shareholder Agreement and the Agency Agreement, a copy of each of which
is attached as Exhibit 10.1 and 10.2, respectively, to this Current Report on
Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
10.1 Shareholder Agreement dated December 7, 2022, by and among Flywheel
Advance Technology, Inc., So Ha Tsang, and Sau Ping Leung
10.2 Agency Agreement, dated December 7, 2022, by and between International
Supply Chain Alliance Co., Ltd. and Blue Print Global, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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