|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/09/19 Loha Co. Ltd. F-1 23:3.9M Edgar Agents LLC/FA |
Document/Exhibit Description Pages Size
1: F-1 Registration Statement by a Foreign Issuer HTML 1.12M
2: EX-3.1 Amended and Restated Memorandum and Articles of HTML 260K
Association of the Registrant
3: EX-10.1 English Translation of Exclusive Consultation and HTML 56K
Service Agreement Between Lohas World (Shenzhen)
Intelligent Technology Co., Ltd. and Lohas
Agricultural Information Technology Co., Ltd.
Dated August 16, 2019
10: EX-10.10 Form of Prc Labor Contract (English Translation) HTML 57K
11: EX-10.11 English Translation of Lease Agreement Between HTML 75K
Lohas Agricultural Information Technology Co.,
Ltd. and Shenzhen Idreamsky Technology Investment
Management Co., Ltd. Dated January 9, 2017
12: EX-10.12 English Translation of Lease Agreement Between HTML 64K
Shenzhen Lohas Supply Chain Management Co., Ltd.
and Shenzhen Idreamsky Technology Investment
Management Co., Ltd. Dated January 9, 2017
13: EX-10.13 English Translation of Form of Lohas City HTML 19K
Authorized Distributor Cooperation Agreement
14: EX-10.14 English Translation of Form of Lohas City HTML 41K
Authorized Distributor Cooperation Agreement
15: EX-10.15 Form of Factoring Agreement (With Recourse) HTML 87K
Between Shenzhen Lohas Supply Chain Management
Co., Ltd., and Haier Financial Factoring
(Chongqing) Co., Ltd.
16: EX-10.16 Form of Supply Contract (Framework) HTML 27K
17: EX-10.17 Form of Purchase Order HTML 19K
4: EX-10.2 English Translation of Shareholders' Voting Rights HTML 62K
Proxy Agreement Among Lohas World (Shenzhen)
Intelligent Technology Co., Ltd., Lohas
Agricultural Information Technology Co., Ltd
5: EX-10.3 English Translation of Equity Pledge Agreement HTML 85K
Among Lohas World (Shenzhen) Intelligent
Technology Co., Ltd., Lohas Agricultural
Information Technology Co., Ltd
6: EX-10.4 English Translation of Exclusive Option Agreement HTML 75K
Among Lohas World (Shenzhen) Intelligent
Technology Co., Ltd., Lohas Agricultural
Information Technology Co., Ltd
7: EX-10.7 English Translation of Trademark Licensing HTML 36K
Contract Between Shenzhen Lohas World Co., Ltd.
and Lohas Agricultural Information Technology Co.,
Ltd. Dated August 17, 2019
8: EX-10.8 English Translation of Service Agreement Between HTML 16K
Shenzhen Lohas World Co., Ltd. and Shenzhen Lohas
Supply Chain Management Co., Ltd. Dated January 1,
2019
9: EX-10.9 English Translation of Supplement to the Service HTML 23K
Agreement Between Shenzhen Lohas World Co., Ltd.
and Shenzhen Lohas Supply Chain Management Co.,
Ltd. Dated August 17, 2019
18: EX-21.1 List of Subsidiaries, Vie and Subsidiary of Vie of HTML 13K
the Registrant
19: EX-23.1 Consent of Marcum Bernstein & Pinchuk LLP HTML 13K
20: EX-99.3 Consent of Jengren Michael Hwang HTML 11K
21: EX-99.4 Consent of Chester Chong HTML 11K
22: EX-99.5 Consent of Xiao Zhao HTML 11K
23: EX-99.6 Request for Waiver and Representation Under Item HTML 18K
8.A.4 of Form 20-F
Exhibit 10.7
Trademark Licensing Contract (English Translation)
This Licensing Contract (“this Contract”) was made and entered into in Shenzhen City, the People’s Republic of China (“China”) on 08/17/2019 by and between the following parties:
Party A: Shenzhen Lohas World Co., Ltd. (hereinafter referred to as “Party A”)
Unified social credit code:
Legal Representative: ZHANG Yanyue
Party B: Lohas Agricultural Information Technology Co., Ltd. (hereinafter referred to as “Party B”)
Unified social credit code:
Legal Representative: ZHANG Yanyue
According to the relevant provisions of the Trademark Law of the People’s Republic of China and the Implementing Regulations of the Trademark Law of the People’s Republic of China, the Parties have, in line with the principles of voluntariness and good faith, signed this Trademark Licensing Contract as follows by consensus:
The aforementioned are referred to as a “Party” individually and the “Parties” collectively.
| Article I | Definition |
The terms and expressions referred to in this Article are those that need to be defined when this Contract is signed.
| 1. | China: refers to the People’s Republic of China, excluding the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan; |
| 2. | Trademark Licensor: refers to the licensor of the Licensed Trademarks, that is, Party A; |
| 3. | Licensed Trademarks: refers to the trademarks as shown in Appendix I hereto which are registered by Party A in the Trademark Office of the State Administration for Industry and Commerce of the People’s Republic of China by obtaining the Trademark Registration Certificate; |
C:
C: 1
| 4. | Trademark Licensee: refers to the licensee of Licensed Trademarks, including Party B and its controlled subsidiaries; |
| 5. | Third Party: refers to any individual, legal person, company, enterprise, government or other economic entity other than Party A or the Trademark Licensee; |
| 6. | Force Majeure: refers to all events unforeseeable, unavoidable or whose consequences are insurmountable which seriously prevent either Party from fulfilling all or part of its obligations hereunder. |
| Article II | Grant of License |
| 1. | Party A shall license the Licensed Trademarks to the Trademark Licensee for use in China within the scope of the approved services as shown in Appendix I and within the business scope of the Trademark Licensee. |
| 2. | Party A shall not prohibit Party B from sublicensing the Licensed Trademarks to a controlled subsidiary/branch that is established, acquired or otherwise owned by the Trademark Licensee during the licensing period as agreed herein. |
| Article III | Licensing Period |
The licensing period for any registered trademark hereunder shall start from the effective date hereof to the expiration date of the validity term of such registered trademark hereunder. In the case that Party A has renewed the registered trademark before the expiration of the validity term, the licensing period for such registered trademark shall be automatically extended to the expiration date of the renewed validity term, and so on.
| Article IV | Fees |
The royalty for the Licensed Trademarks hereunder shall be RMB One Yuan Only. Party B may reasonably use the Licensed Trademarks upon obtaining license hereunder without paying additional fees to Party A.
| Article V | Right of First Refusal |
In the case that Party A intends to transfer the Licensed Trademarks, it shall notify Party B in writing in advance. Party B shall enjoy the right of first refusal under the same conditions. Party B’s failure to exercise the right of first refusal within 30 days upon receipt of the written notice from Party A shall be deemed as its waiver of such right of first refusal.
C:
2
| Article VI | Mode of Provision |
The mode of providing the Licensed Trademarks shall be as follows: Party A shall provide Party B with the electronic logo of the Licensed Trademarks, which may be printed by the Trademark Licensee for use.
| Article VII | Representations, Undertakings and Warranties |
| 1. | Party A warrants to Party B that it legally holds the ownership of the Licensed Trademarks and has the right to license the Trademark Licensee to use such Licensed Trademarks without the authorization, consent or approval of any Third Party; |
| 2. | Except for the information already known by Party B, Party A warrants to Party B that the Licensed Trademarks are free from any pledge or any other third party right within the term hereof; |
| 3. | Party A shall ensure the validity of the registered trademarks and promptly complete the procedures for the renewal of the registered trademarks; |
| 4. | Party A warrants that it shall handle other procedures required to ensure the legality of the registered trademarks and shall cooperate to complete the filing procedures for trademark licensing; |
| 5. | Party A undertakes not to allow any Third Party to use any registered trademark hereunder during the licensing period; |
| 6. | Party A undertakes not to hold Party B liable for using the registered trademarks hereunder prior to the signing hereof or require Party B to provide compensation in any form. |
| Article VIII | Supervision |
The Trademark Licensee shall not arbitrarily alter the word, design or combination thereof concerning the Licensed Trademarks of Party A, nor use the registered trademarks of Party A beyond the scope of goods or services licensed for use.
C:
3
| Article IX | Damage and Compensation |
| 1. | Where either Party breaches its obligations, responsibilities, representations, undertakings and warranties set forth herein, it shall compensate the other Party for the resulting losses (including but not limited to direct losses and indirect losses), reasonable fees (including but not limited to attorney’s fees and legal costs, etc.) and the expenses; |
| 2. | Party A shall assist Party B in settling and compensate Party B for losses (including, but not limited to, direct and indirect losses), reasonable fees (including but not limited to attorney’s fees and legal costs, etc.) and the expenses arising from any claim against Party B made by any Third Party asserting that the trademark license granted by Party A to Party B pursuant to this Contract infringes upon its rights; |
| 3. | In the case that either Party fails to perform its obligations and responsibilities hereunder due to force majeure, it shall be exempted from the liability for breach of contract; |
| 4. | This Contract shall be performed by the Parties in good faith after it enters into force. Except terminating the performance and notifying the other Party pursuant to laws and as agreed herein, Party A agrees to waive its unilateral termination right concerning this Contract, that is, Party A waives the right to unilaterally terminate this Contract; otherwise, it shall compensate Party B for the losses (including but not limited to direct and indirect losses), reasonable fees (including but not limited to attorney’s fees and legal costs, etc.) and expenses caused thereby. |
| Article X | This Contract shall come into force on the date of signing by the Parties, and may be terminated in advance by the Parties upon consensus. |
| Article XI | Except for the purpose of performing this Contract, neither Party A nor Party B shall disclose this Contract and any provisions hereunder to any Third Party, unless the Parties are obliged to do so pursuant to the provisions of applicable laws and regulations, or the provisions or requirements of relevant stock exchanges or regulatory authorities. |
| ArticleXII | In the event that either Party breaches any provision hereof or any dispute regarding this Contract arises, the Parties shall negotiate amicably to facilitate the proper settlement of such breach or dispute. In the case that the Parties are unwilling to negotiate or mediate, or that the negotiation or mediation fails, either Party may apply to Shenzhen Court of International Arbitration (Shenzhen Arbitration Commission) for arbitration of such dispute, controversy or claim in Shenzhen in accordance with the then effective arbitration rules of the Commission. The arbitration award shall be final and binding on the Parties.In the event of inconsistency between the Chinese and English translations of this contract, the Chinese version shall prevail. |
C:
4
| Article XIII | This Contract shall be binding upon the heirs, successors and assigns of the Parties. If such heirs, successors and assigns become qualified as Parties hereto, they shall perform the obligations, responsibilities, representations, undertakings and warranties hereunder in good faith and enjoy the rights hereunder. Party A and Party B undertake to cause their respective heirs, successors and assigns to sign any agreement, correspondence, contract or other document required by laws and regulations to enable such heirs, successors and assigns to assume their obligations and rights hereunder and to complete all necessary procedures. |
| Article XIV | Anything not covered herein shall be settled by the Parties through amicable negotiation. |
| Article XV | This Contract is made in two (2) copies, with each copy having the same legal effect and each Party holding one (1) copy. Where it is necessary to provide any other version of this trademark licensing agreement to the Trademark Office or other competent authorities for handling the recording procedures, the Parties shall cooperate in signing such other version of this agreement. In case of any discrepancy between such version of agreement and this Agreement, this Agreement shall prevail. |
(Signature Page, No Articles Below)
Party A: Shenzhen Lohas World Co., Ltd. (Seal)
Authorized representative (signature): /s/ Yanyue Zhang
Party B: Lohas Agricultural Information Technology Co., Ltd. (Seal)
Authorized representative (signature): /s/ Yanyue Zhang
C:
5
Appendix: Licensed Trademarks
| S/N | Graphics and Texts |
Certificate No. |
Category | Approved Services | Registrant | Registered (Renewed) Validity Term |
| 1 |  |
12774714 |
35 |
Advertising; Advertising Planning; Public Relations; Business Management of Hotels; Import and Export Agency; Promoting for Others; Purchasing for Others (Purchasing Goods or Services for Other Enterprises); Employment Agency; Word Processing; Vending Machine Rental
|
Shenzhen Lohas World Co., Ltd. |
|
| 2 |  |
21074204 | 31 | Fresh betel nut | Shenzhen Lohas World Co., Ltd. | December 14, 2017 to February 13, 2027 |
| 3 |  |
21074235 | 31 | Fresh betel nut | Shenzhen Lohas World Co., Ltd. | August 28, 2018 to August 27, 2028 |
| 4 |  |
24971943 | 31 | Fresh betel nut | Shenzhen Lohas World Co., Ltd. | September 14, 2018 to September 13, 2028 |
| 5 |  |
13335334 | 35 | Advertising; Advertising Planning; Public Relations; Business Management of Hotels; Import and Export Agency; Promoting for Others; Purchasing for Others (Purchasing Goods or Services for Other Enterprises); Employment Agency; Word Processing; Vending Machine Rental | Shenzhen Lohas World Co., Ltd. | February 7, 2015 to February 6, 2025 |
| 6 |  |
13335389 | 35 | Advertising; Advertising Planning; Public Relations; Business Management of Hotels; Import and Export Agency; Promoting for Others; Purchasing for Others (Purchasing Goods or Services for Other Enterprises); Employment Agency; Word Processing; Vending Machine Rental | Shenzhen Lohas World Co., Ltd. | June 7, 2015 to June 6, 2025 |
6
| This ‘F-1’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 9/13/28 | None on these Dates | |||
| 8/27/28 | ||||
| 2/13/27 | ||||
| 7/20/25 | ||||
| 6/6/25 | ||||
| 2/6/25 | ||||
| Filed on: | 12/9/19 | |||
| 9/14/18 | ||||
| 8/28/18 | ||||
| 12/14/17 | ||||
| 7/21/15 | ||||
| 6/7/15 | ||||
| 2/7/15 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/23/21 Loha Co. Ltd. F-1/A 2:2.9M EdgarAgents LLC/FA 11/26/21 Loha Co. Ltd. F-1/A 2:2.9M EdgarAgents LLC/FA 10/20/21 Loha Co. Ltd. F-1/A 2:2.8M EdgarAgents LLC/FA 9/10/21 Loha Co. Ltd. F-1/A 2:2.8M EdgarAgents LLC/FA 8/18/21 Loha Co. Ltd. F-1/A 2:2.5M EdgarAgents LLC/FA 6/21/21 Loha Co. Ltd. F-1/A 2:2M EdgarAgents LLC/FA 5/28/21 Loha Co. Ltd. F-1/A 2:2M EdgarAgents LLC/FA 4/09/21 Loha Co. Ltd. F-1/A 5:3.2M EdgarAgents LLC/FA 12/28/20 Loha Co. Ltd. F-1/A 2:3.4M EdgarAgents LLC/FA 12/18/20 Loha Co. Ltd. F-1/A 12:4.3M EdgarAgents LLC/FA 12/04/20 Loha Co. Ltd. F-1/A 10:4.5M EdgarAgents LLC/FA |