Item 2.01 Completion of Acquisition or Disposition of Assets
As previously disclosed in a Current Report on Form 8-K filed with the
Securities and Exchange Commission on November 25, 2020, Joway Health Industries
Group Inc., a Nevada corporation (the "Company"), entered into a Merger
Agreement (the "Merger Agreement") with Dynamic Elite International Limited, a
British Virgin Islands company and a wholly-owned subsidiary of the Company
("Dynamic"), Crystal Globe Limited, a British Virgin Islands company ("Parent")
and Joway Merger Subsidiary Limited, a British Virgin Islands company and a
wholly-owned subsidiary of Parent ("Merger Sub"). The Merger Agreement provided
that Merger Sub will be merged with and into Dynamic (the "Merger"), with
Dynamic continuing as the surviving corporation as a wholly-owned subsidiary of
Parent.
Pursuant to the terms of the Merger Agreement, as of December 31, 2020, the
effective time of the Merger (the "Effective Time"), the ordinary shares of
common stock of Dynamic issued and outstanding immediately which were held by
the Company, were cancelled in consideration for $119,070 in cash (the "Merger
Consideration"). The Company is obligated to distribute the Merger Consideration
to its shareholders in an amount equal to such shareholder's proportionate share
of the Merger Consideration based on such shareholders' percentage of the
outstanding common stock of the Company.
In addition, the Company received a fairness opinion from an investment banker
opining that the Merger Consideration is fair, from a financial point of view,
to the shareholders of the Company.
The foregoing description of the Merger Agreement does not purport to be
complete and is qualified in its entirety by reference to the complete text of
the Merger Agreement, which was filed as Exhibit 2.1 to the Company's Current
Report on Form 8-K filed with the SEC on November 25, 2020.
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