JINGBO TECHNOLOGY, INC. Item 1.01 Entry into Material Definitive Agreement
OnDecember 15, 2022 ,Savmobi Technology, Inc. ("SVMB," or the "Company") entered into a share exchange agreement (the "Share Exchange Agreement") withIntellegence Parking Group Limited ("Intellegence"), aCayman Island company formed onJune 29, 2022 , Chen Xinxin ("Xinxin"), the officer and director, and control shareholder of Intelligence and the shareholders of Intelligence (the "Shareholders"), which closed onJanuary 5, 2023 . Under the Share Exchange Agreement, One Hundred Percent (100%) of the ownership interest of Intellegence was exchanged for 1,000,000,000 shares of common stock of SVMB issued to the Shareholders, in accordance with the Share Exchange Agreement. The former stockholders of Intellegence will acquire a majority of the issued and outstanding common stock as a result of the share exchange transaction. The transaction has been accounted for as a recapitalization of the Company, whereby Intellegence is the accounting acquirer. Immediately after completion of such share exchange, the Company will hold a total of 200,000,000 issued and outstanding shares of Intellegence.Zhang Guowei is the sole director ofIntellegence Parking Group Limited .
Consequently, the Company has ceased to fall under the definition of shell company as define in Rule 12b-2 under the Exchange Act of 1934, as amended (the "Exchange Act") and Intellegence is now a wholly owned subsidiary.
Item 2.01 Completion of Acquisition or Disposition of Assets
As described in Item 1.01 above, onJanuary 5, 2023 , we acquired all the issued and outstanding shares of Intellegence pursuant to the Share Exchange Agreement and Intellegence became our wholly owned subsidiary. The acquisition was accounted for as a recapitalization effected by a share exchange, wherein Intellegence is considered the acquirer for accounting and financial reporting purposes.
As a result of the acquisition of all the issued and outstanding shares of Intellegence, we have now assumed Intellegence's business operations as our own.
FORM 10 DISCLOSURE
As mentioned in Item 1.01, on January 5, 2023 , the Company effectively acquired
Intellegence in a Reverse Merger business combination transaction and of which
the Company was a shell company prior to such acquisition is now entering into a
business combination, other than a business combination with a shell company, as
those terms are defined in Rule 12b-2 under the Exchange Act, according to Item
2.01(f) of Form 8-K, the registrant is required to disclose the information that
would be required if the registrant were filing a general form for registration
of securities under the Exchange Act on Form 10.
We hereby provide below information that would be included in a Form 10
registration statement.
Description of Business
Corporate History
On March 6, 2015 , SavMobi Technology Inc. ("the Company", "we", "us" or "our")
was incorporated in the State of Nevada and established a fiscal year end of May
31 . Initially the business platform was in providing application software to a
global vendor platform to connect people to businesses and provide a new
shopping experience.
On May 18, 2017 , Lakwinder Singh Sidhu , the Company's former Director and CEO,
completed a transaction with New Reap Global Ltd. , by which New Reap Global Ltd.
acquired 32,500,000 shares of common stock, representing 68.4% ownership of the
Company.
On
OnMay 10, 2018 andMay 30, 2018 , 16,959,684 were transferred toArden Wealth and Trust . 2,000,000 shares are free trading fromHongLing Shang , 559,684 restricted shares fromNew Reap Global, LTD and 2,400,000 each fromXuedong Zhang ,Jingmei Jiang , Qianxian, Yulan Qi,Baoxin Song ,Jianlong Wu . OnJune 15, 2018 New Reap Global transferred 690,316 restricted shares toEMRD Global Holdings .
On
OnNovember 10, 2020 , ten (10) shareholders of the Company, including affiliatesArden Wealth & Trust (Switzerland) AG andNew Reap Global Limited , entered into stock purchase agreements with an aggregate of nineteen (19) non-U.S. accredited investors to sell an aggregate of 42,440,316 shares of common stock of the "Company, which represents approximately 68.6% of the issued and outstanding shares of common stock of the Company. OnJune 8, 2022 , three (3) shareholders ofSavMobi Technology, Inc. (the "Company"), including Chen Xinxin, Ye Caiyun, and Li Wenzhe entered into stock purchase agreements with an aggregate of five (5) non-U.S. accredited investors (the "Purchase Agreements") to sell an aggregate of 25,095,788 shares of common stock ofSavMobi Technology, Inc. (the "Company"), which represents approximately 40.54% of the issued and outstanding shares of common stock of the Company, for consideration of$250,958 . The Purchase Agreements were fully executed and delivered onJune 8, 2022 .Zhang Yiping and Chen Xinxin acquired approximately 24.54% and 6.46% of the issued and outstanding shares of the Company, respectively, and the remaining purchasers each acquired less than 4.99% of the issued and outstanding shares.After the change of ownership, the Company's current principal offices is located inBuilding B8 , China Zhigu,Yinhu Street ,Fuyang District ,Hangzhou ,Zhejiang, China . Purchasers Shares acquired % Zhang Yiping 15,189,500 24.54 % Chen Xinxin 4,000,000 6.46 % Wang Yanfang 2,000,000 3.23 % Liu Chen 2,000,000 3.23 % Liu Ying 1,906,288 3.08 %
On
Item 3.02 Unregistered Sales of
Reference is made to the disclosure made under Item 1.01 which is incorporated herein by reference.
Item 5.01 Changes in Control of Registrant.
OnDecember 15, 2022 , the Company entered into the Share Exchange Agreement with Intellegence, Xinxin, the officer and director, and the Shareholders, which closed onJanuary 5, 2023 . Under the Share Exchange Agreement, One Hundred Percent (100%) of the ownership interest of Intellegence was exchanged for 1,000,000,000 shares of common stock of SVMB issued to the Shareholders, in accordance with the Share Exchange Agreement. The former stockholders of Intellegence will acquire a majority of the issued and outstanding common stock as a result of the share exchange transaction. The transaction has been accounted for as a recapitalization of the Company, whereby Intellegence is the accounting acquirer.
As a result of the Share Exchange Agreement, the Shareholders became 94.17% holders of the voting rights of the Company, and a change of control occurred.
Other than as described below, there are no arrangements or understandings among both the former and new control persons and their associates with respect to the election of directors of the Company or other matters. The information set forth in Item 5.02 of this Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Offi cers; Compensatory Arrangements of Certain Officers.
OnJanuary 5, 2023 , Chen Xinxin resigned as sole officer and director of the Company. Also onJanuary 5, 2023 ,Zhang Guowei was appointed as sole officer and a director of the Company andHongwei Li ,Xiujuan Chen andChuchu Zhang were appointed as directors of the Company.Zhang Guowei , age 36, Chief Executive Officer, Chief Financial Officer, and Director, has been an officer atHangzhou Zhuyi Technology Co. sinceMay 2017 .Zhang Guowei has been the Chairman ofZhejiang Jingbo Ecological Technology Co. sinceDecember 2019 .Zhang Guowei attendedZhejiang Open University In 2017,Mr Zhang foundedHangzhou Zhuyi Technology Co. He invested to develop smart parking APP -Any-e Park and organized numerous parking lots based on the need of the APP's scenarios together with shareholders and partners. In order to meet the requirements of parking lots, he developed an intelligent management system, an unattended system, and a charging system for parking lots. Since Any e-Park needs more information and data of urban public parking lots, he also led the development of the urban smart parking cloud platform to meet the data needs of city managers for urban public parking lots. In the process of upgrading the intelligent parking lots and expanding the operation business, a series of intelligent parking software and hardware products have been developed successively, and various profit models have been formulated for the development of the company. Later, Zhang foundedJingbo Ecological Technology Co.
Chuchu Zhang , age 25, Director, graduated from theUniversity of Sheffield with a master's degree in management. After graduation, she started served as the general manager ofZhonggu Zongguan Business Development (Hangzhou) Co., Ltd. inSeptember 2020 . She is responsible for project planning, on-site coordination, and tracking of delivery issues.
Item 5.06 Change in Shell Company Status
Prior to the Share Exchange, we were a "shell company" (as such term is defined in Rule 12b-2 under the Exchange Act). As a result of the Share Exchange, we have ceased to be a shell company. The information contained in this Report constitutes the current "Form 10 information" necessary to satisfy the conditions contained in Rule 144(i)(2) under the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statement of Business Acquired
The audited financial statements of Intellegence from inception throughSeptember 30, 2022 are appended to this report beginning on page 48. The audited financial statements of Intellegence as ofSeptember 30, 2022 were audited by Pan-China Singapore PAC. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of "Zhengjiang Jingbo Ecological Technology Co. together with its subsidiaries ("the Company") as ofMay 31, 2022 and 2021, and the related consolidated statements of Income (loss) and comprehensive Income (loss), stockholders' equity, and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as ofMay 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted inthe United States .
Going concern uncertainty
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company incurred losses from operations, had accumulated deficits and had net cash used in operating activities that raise substantial doubt about its ability to continue as a going concern. The Company is dependent on continuing finance from related party. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with thePublic Company Accounting Oversight Board (United States ) ("PCAOB") and are required to be independent with respect to the Company in accordance with theU.S. federal securities laws and the applicable rules and regulations of theSecurities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Emphasis of Matter
The Company has significant transactions with related parties, which are described in Note 10 to the financial statements. Transactions involving related parties cannot be presumed to be carried out on an arm's length basis, as the requisite conditions of competitive, free market dealings may not exist.
/s/ Pan-China Singapore PAC (6255)
We have served as the Company's auditor since 2022.Singapore January 9, 2023 Zhengjiang Jingbo Ecological Technology Co. Consolidated Balance Sheets As of the years ended May 31, 2022 and 2021 May 31, 2022 May 31, 2021 (Audited) (Audited) $ $ Assets Current assets Cash and cash equivalents 106,542 131,408 Restricted cash 2,245 3,680 Accounts receivable 355,598 136,454 Inventories 78,995 60,825
Prepaid expenses and other current assets 6,353,787
3,446,245 Total current assets 6,897,167 3,778,612 Non-current assets Plant and equipment, net 6,956,399 7,045,863 Intangible assets, net 13,282 36,987 Right-of-use assets 946,296 1,505,969 Other non-current assets 3,552,736 4,309,719 Total non-current assets 11,468,713 12,898,538 Total Assets 18,365,880 16,677,150 Liabilities and Stockholders' (Deficit) Equity Current liabilities Short-term loan - 188,465 Accounts payables 565,067 451,757 Advances from customers 20,400 20,553 Other current payables 1,627,732 9,325,362 Taxes payable 19,427 13,084
Amounts due to related parties 394,077
457,664
Operating lease liabilities, current 637,110
282,296 Total current liabilities 3,263,813 10,739,181 Non-current liabilities Long-term loan 33,211,152 24,482,174
Operating lease liabilities 300,438
807,073
Total non-current liabilities 33,511,590
25,289,247 Total Liabilities 36,775,403 36,028,428 Stockholders' (Deficit) Equity Contributed capital (Common stock,RMB 1.00 par value, 60,000,000 authorized, 60,000,000 issued and paid as ofMay 31, 2022 and 15,606,635 issued and paid as of May 31, 2021 9,263,602
2,409,659
Accumulated deficit (26,059,162 ) (19,510,493 ) Accumulated other comprehensive income (987,312 )
(1,878,363 ) Non-controlling interest (626,651 ) (372,081 ) Total (Deficit) Equity (18,409,523 ) (19,351,278 )
Total Liabilities and (Deficit) Equity 18,365,880 16,677,150
Zhengjiang Jingbo Ecological Technology Co.
Consolidated Statements of Operations and Comprehensive Loss
for the years ended May 31, 2022 and 2021
2022 2021
(Audited) (Audited)
$ $
Net revenues 3,563,527 3,399,872
Cost of revenues (4,571,107 ) (3,712,543 )
Gross loss (1,007,580 ) (312,671 )
Operating expenses:
Tax and surcharges (11,623 ) (7,119 )Selling and marketing expenses (864,011 ) (470,389 ) General and administrative expenses (3,458,630 ) (3,353,396 ) Research and development expenses (723,668 )
(613,837 ) Impairment losses (802,773 ) (1,167,577 ) Total operating expenses (5,860,705 ) (5,612,318 ) Operating income/(loss) (6,868,285 ) (5,924,989 ) Other income (expenses): Interest income 2,641 606 Other income/(expense) 49,986 30,770
Total other income and (expenses) 52,627
31,376
Loss before taxes from operations (6,815,658 ) (5,893,613 )
Provision for income taxes - -
Net loss (6,815,658 ) (5,893,613 )
Other comprehensive income:
Foreign currency translation income/(loss) 903,470 (1,883,763 )
Total comprehensive income/(loss) (5,912,188 ) (7,777,376 )
Net loss attributable to :
Owners of the Company (6,548,669 ) (5,837,839 )
Non-controlling interest (266,989 ) (55,774 )
(6,815,658 ) (5,893,613 )
Total comprehensive loss attributable to :
Owners of the Company (5,657,618 ) (7,672,830 )
Non-controlling interest (254,570 ) (104,546 )
Loss per common share:
Basic and diluted (0.15 ) (2.39 )
Weighted Average Number of Common Share Outstanding:
Basic and Diluted 38,538,152 3,209,905
Zhengjiang Jingbo Ecological Technology Co.
Consolidated Statements of Stockholders' Equity (Deficit)
For the years ended May 31, 2022 and 2021
Foreign
currency Non-
Accumulated translation controlling
Common stock deficit reserve interest Total
$ $ $ $ $
Balance, June 1, 2020 1,444,657 (13,672,654 ) (43,372 ) (267,535 ) (12,538,904 )
Net loss - (5,837,839 ) - (55,774 ) (5,893,613 )
Capital contribution 965,002 - - - 965,002
Other comprehensive income/(loss) - -
(1,834,991 ) (48,772 ) (1,883,763 )
Balance,
2,409,659 (19,510,493 ) (1,878,363 ) (372,081 ) (19,351,278 )
Balance, June 1, 2021 2,409,659 (19,510,493 ) (1,878,363 ) (372,081 ) (19,351,278 )
Net loss - (6,548,669 ) - (266,989 ) (6,815,658 )
Capital contribution 6,853,943 - - - 6,853,943Other comprehensive income/(loss) - - 891,051 12,419 903,470
Balance,
(987,312 ) (626,651 ) (18,409,523 )
Zhengjiang Jingbo Ecological Technology Co.
Consolidated Statements of Cash Flows
For the years ended May 31, 2022 and 2021
2022 2021
(Audited) (Audited)
$ $
Loss from operations before taxation (6,815,658 ) (5,893,613 )
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation and amortization 1,492,926 861,900
Depreciation of right-of-use assets 688,470
606,309
Changes in operating assets and liabilities Accounts receivable (233,293 ) (45,637 ) Inventories (21,616 ) (48,152 ) Prepaid expenses and other current assets (5,237,944 )
5,316,038
Other non-current assets 480,485 (21,740 ) accounts payable and other current liabilities (7,400,499 ) (3,973,468 ) Net cash used in operating activities (17,047,129 )
(3,198,363 )
Cash flows from investing activities Loan receivable 2,067,575
-
Prepaid for right-of-use assets (285,067 ) (1,045,340 ) Proceeds from sale of property and equipment 938,482
2,914,639
Purchase of property and equipment (2,554,572 ) (8,778,449 ) Purchase of intangible assets - (37,919 ) Purchase of other non-current assets - (57,554 ) Proceed from sale of intangible assets 21,192
8,390
Net cash used in investing activities 187,610
(6,996,233 )
Cash flows from financing activities Amount due to related party (44,867 )
262,334
Proceeds of short-term borrowings -
179,778
Repayments of short-term borrowings (186,596 ) (14,487,438 ) Proceeds from long-term loan 10,166,910 23,353,700 Proceeds from paid in capital 6,903,027 839,958 Net cash used in financing activities 16,838,474
10,148,332
Effect of exchange rate changes on cash and cash equivalents (5,256 )
17,548
Net decrease of cash and cash equivalents (26,301 )
(28,716 )
Cash and cash equivalents-beginning of year 135,088
163,804
Cash and cash equivalents-end of year 108,787
135,088
Supplementary cash flow information: Interest received 2,641 606
1. Organization and Principal Activities
Zhejiang Jingbo Ecological Technology Co. is a PRC company which was formed onDecember 18, 2019 and is engaged in the business of smart parking application software and platform operations business.Zhang Guowei has been the Chairman ofZhejiang Jingbo Ecological Technology Co. sinceDecember 2019 .Hangzhou Zhuyi Technology Co. ("Hangzhou Zhuyi") was incorporated under the laws of the PRC onNovember 13, 2017 with a capital ofRMB 60,000,000 . The majority shareholder at the time of establishment wasGuowei Zhang . OnApril 1, 2020 , Zhejiang Jingpo Ecological Technology became the sole shareholder ofHangzhou Zhuyi. Hangzhou Zhuyi is specialized in smart parking projects, smart parking mobile applications and cloud platform construction innovation.Zhejiang Linglingyi Network Technology Co. ("Linglingyi") was incorporated onNovember 17, 2018 . Its sole director isGuowei Zhang . Hangzhou Zhuyi acquired 100% of LinglingyionApril 29 . 2022. Its main businesses are smart parking projects and smart parking mobile applications.Liangshan Tongfu Technology Co. ("Liangshan") was incorporated onNovember 13, 2018 . OnSeptember 29, 2022 , Hangzhou Zhuyi entered in a share agreement withHangzhou Kaai Technology Co. to purchase 26% of Lingshan's shares. As a result, Hangzhou Zhuyi holds 67% of Liangshan. Liangshan is into smart parking projects and smart parking mobile applications businesses.Zhuyi Technology (Anping) Co. ("Anping") was incorporated onMay 12, 2022 , which is 90% owned by Hangzhou Zhuyi and it mainly focuses on smart parking projects and smart parking mobile applications.
Yibin Huibo Technology Co. ("Yibin") was incorporated onJuly 4, 2019 , which is 80% owned by Hangzhou Zhuyi. It mainly focuses on smart parking projects and smart parking mobile applications.Xide Zhuyi Technology Co. ("Xide") was incorporated onOctober 14, 2021 , which is 67% owned by Hangzhou Zhuyi. It mainly focuses on smart parking projects and smart parking mobile applications.Hubei Tongpo Parking Management Co. ("Tongpo") was incorporated onNovember 4, 2020 , which is a wholly subsidiary of Hangzhou Zhuyi. It mainly focuses on smart parking projects and smart parking mobile applications.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements include the balances and results of
operations of the Company have been prepared pursuant to the rules and
regulations of the
The accompanying financial statements are presented on the basis that the Company is a going concern. The going concern assumption contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
The Company incurred net loss of
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