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CXJ Group Co. Ltd.

10/19/2021 | Press release | Distributed by Public on 10/19/2021 06:46

Material Definitive Agreement - Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 19, 2021

CXJ GROUP CO., LIMITED

(Exact name of registrant as specified in its charter)

Nevada 333-248779 85-2041913
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)

C290, DoBe E-Manor,

Dongning Road No. 553,

Jianggan District, Hangzhou City

Zhejiang Province, Peoples Republic of China

(Address of Principal Executive Offices) (NA)

+86 18668175727

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class Trading Symbol(s) Name of each exchange on which registered
Item 1.01 Entry into a Material Definitive Agreement.

On August 19, 2021, CXJ Technology (Hangzhou) Co., Ltd, a Chinese corporation ("the Company") and a subsidiary of CXJ Group Co., Limited and Shenzhen Baiwen Enterprise Management Consulting Co., Ltd ("Baiwen") entered into an Equity Transfer Agreement ("Agreement"). Pursuant to the Agreement, the Company will purchase 51% equity interests of Shenzhen Lanbei Ecological Technology Co., Ltd, a Chinese company ("Lanbei") with a purchase price of RMB 1. After this agreement comes into effect, Lanbei will become a subsidiary of CXJ Group Co., Limited and shall share profits and risks and losses in proportion to the equity,and Cai Lixin will become the legal representative of Lanbei.

The foregoing description of the Agreement does not purport to be completed, is solely intended as a summary of the material terms of the Agreement and qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On October 19, 2021,the Company pays the purchase price in accordance with the Agreement and completes the equity transition, the Company acquired 51% of the equity interests of Shenzhen Lanbei Ecological Technology Co., Ltd.

The foregoing description of the Agreement does not purport to be completed and is qualified in its entirety by reference to the full text of the Agreement.

Item 9.01 Exhibits.
(a) Exhibits

SIGNATURES

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.

CXJ GROUP CO., LIMITED
By /s/ Lixin Cai
Name:

Lixin Cai

Title: Chairman and Chief Executive Officer

Date: October 19, 2021

INDEX TO EXHIBITS

Exhibit No. Description
10.1 Equity Transfer Agreement