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 of February 2022
Commission file number: 001-39360
SKILLFUL CRAFTSMAN EDUCATION
TECHNOLOGY LIMITED
Floor 4, Building 1, No. 311, Yanxin Road
Huishan District, Wuxi
Jiangsu Province, PRC 214000
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
EXPLANATORY NOTE
In connection with the equity transfer agreement dated January 28, 2022 by and among Wuxi Talent Home Information Technology Co., Ltd., certain of its shareholders and us, which we announced previously, we entered into a supplementary agreement on February 23, 2022. Pursuant to the supplementary agreement, Skillful Craftsman Network Technology (Wuxi) Limited, our PRC subsidiary, will be the new transferee, replacing Wuxi Kingway Technology Co., Ltd., our variable interest entity, under the agreement. Please refer to Exhibit 99.1 to this current report on Form 6-K for the supplementary agreement.
Exhibit 99.1 to this current report on Form 6-K is hereby incorporated by reference into the Registration Statement on Form F-3 of Skillful Craftsman Education Technology Limited (File No. 333-259498) and shall form a part thereof from the date on which this current report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
|
Exhibit Number |
Description | |
| 99.1 | Supplementary Agreement to Equity Transfer Agreement dated February 23, 2022 |
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, thereunto duly authorized.
SKILLFUL CRAFTSMAN EDUCATION TECHNOLOGY LIMITED (Registrant) | ||
| By: | /s/ Xiaofeng Gao | |
| Name: | Xiaofeng Gao | |
| Title: | Chairman of the Board of Directors and Co-Chief Executive Officer | |
Date: February 24, 2022
Exhibit 99.1
Supplementary Agreement to Equity Transfer Agreement
This Supplementary Agreement to Equity Transfer Agreement (the “Supplementary Agreement”) is made and entered into as of February 23, 2022 in Wuxi, Jiangsu Province, People’s Republic of China (For this Agreement only, excluding Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan, hereinafter referred to as “China” or “PRC”) by and among:
1. Wuxi Kingway Technology Co., Ltd. (无锡王道科技有限公司), a company organized and existing under the laws of PRC, with a registered No. of 913202140710031457 (“Original Transferee”)；
2. Skillful Craftsman Network Technology (Wuxi) Limited (能工网络科技（无锡）有限公司), a company organized and existing under the laws of PRC, with a registered No. of [***] (“New Transferee”)；
3. Wuxi Talent Home Technology Co., Ltd. (无锡人才之家科技有限公司), a company incorporated and existing under the laws of PRC, with a registered No. of [***] (“Target Company”);
4. Yang Xiaofeng (杨晓峰) , a PRC citizen with his identification No. of [***]；
5. Jin Peizhen (靳佩臻) , a PRC citizen with his identification No. of [***]；
6. Xu Jianjun (许建军) , a PRC citizen with his identification No. of [***] (“Guarantor”);
Yang Xiaofeng and JinPeizhen hereinafter is collectively referred to as “Transferors”.
The above parties hereinafter are referred to as “Parties” collectively and as “Party” individually.
WHEREAS the Original Transferee, Transferors, Target Company and Guarantor have entered into the Equity Transfer Agreement (with the annexes and supplements under it collectively referred to as “Original Agreement”) on the date of January 28th, 2022, in consideration of the mutual covenants herein contained, NOW the Parties agree as follows:
1. From February 23, 2022 (the “Date of Modification”), the contracting parties of the Original Agreement shall be the New Transferee, Transferor, Guarantor and Target Company, instead of the Original Transferee, Transferor, Guarantor and Target Company. The New Transferee replaces the Original Transferee and becomes the Transferee in the Original Agreement, and the New Transferee assumes the rights and obligations of the Original Transferee in the Original Agreement, and assumes the corresponding responsibilities in accordance with the Original Agreement.
2. After the Date of Modification, the New Transferee, as the successor of the Original Agreement, assumes all the rights and obligations of the Original Transferee under the Original Agreement, becomes one of the shareholders of the Target Company, holds 60% of its equity, and enjoys the corresponding shareholder’s rights and assume corresponding shareholder’s obligations.
3. The Transferor, the Guarantor and the Target Company shall ensure that all necessary support and cooperation will be provided for the change of the Transferee of the Original Agreement from the Original Transferee to the New Transferee.
4. The deadline of Closing stipulated in Article 7.2 of the Original Agreement shall be March 20, 2022, and all Parties shall urge all the prerequisites for Closing to be satisfied as soon as possible and complete the Closing no later than the aforementioned deadline.
5. Except otherwise stipulated in this Supplementary Agreement, other terms in the Original Agreement remain unchanged. All terms in this Supplementary Agreement, unless otherwise stated, have the same definitions as in the Original Agreement.
6. This Supplementary Agreement will take effect from the date when the legal representative or authorized representative of each party signs and affixes the official seal or signs by himself.
7. This Supplementary Agreement is written in Chinese and English. If there is any discrepancy between Chinese and English version, the Chinese version shall prevail. This Supplementary Agreement can be signed in multiple copies, each with the same legal effect.
(Reminder of this page below intentionally left blank)
2
(Signature page of Supplementary Agreement to Equity Transfer Agreement)
IN WITNESS WHEREOF, this Supplementary Agreement has been signed by the Parties at the date shown at the top of this Agreement.
Target Company:
| Wuxi
Talent Home Technology Co., Ltd. (无锡人才之家科技有限公司)
(Official Seal) |
||
| /s/ Official Seal | ||
| Signature： | /s/ Yang Xiaofeng | |
| Name: Yang Xiaofeng | ||
| Position: Legal representative | ||
| Transferor: | ||
| Yang Xiaofeng and Jin Peizhen | ||
| Signature： | /s/ Yang Xiaofeng | |
| Signature： | /s/ Jin Peizhen | |
| Guarantor: | ||
| Xu Jianjun | ||
| Signature： | /s/ Xu Jianjun | |
3
(Signature page of Supplementary Agreement to Equity Transfer Agreement)
| IN WITNESS WHEREOF, this Agreement has been signed by the Parties at the date shown at the top of this Agreement. | ||
| Original Transferee: | ||
| Wuxi Kingway Technology Co., Ltd. (无锡王道科技有限公司)
(Official Seal) |
||
| /s/ Official Seal | ||
| Signature: | /s/ Gao Xiaofeng | |
| Name: Gao Xiaofeng | ||
| Position: Legal representative | ||
| New Transferee: | ||
| Skillful Craftsman Network Technology (Wuxi) Limited (能工网络科技（无锡）有限公司) (Official Seal) | ||
| /s/ Official Seal | ||
| Signature： | /s/ Gao Xiaofeng | |
| Name: Gao Xiaofeng | ||
| Position: Legal representative | ||
4