Top Wealth Group enters MOU with Chinese pharmaceutical group

Top Wealth Group (TWG) announced that it has entered into a legally-binding memorandum of understanding with Jilin Xiuzheng Agriculture and Animal Husbandry Technology Co., Ltd., a member of leading Chinese Pharmaceutical Group Xiuzheng Group, for a proposed injection of animal-related pharmaceutical products, foods and supplements business. Pursuant to the MOU, Jilin Xiuzheng proposed to inject the Subject Business, and the related trademarks and copyrights, manufacturing facilities, and the usage right of Xiuzheng Group’s distribution channels in China, into the company in return for new shares constituting majority control and voting power of the company. Following the transaction, Jilin Xiuzheng will have power to nominate directors to represent its interests in the board of the company and appoint senior management members. The injected business will be managed by Jilin Xiuzheng’s management team while the existing caviar business of the company will continue to be managed by the existing management team of the company. The MOU is effective for a period of 120 days from the date of the MOU subject to extension as agreed between the parties. During the effective period of the MOU, the company will conduct due diligence and valuation on the Subject Business and targets to enter into a definitive agreement with Jilin Xiuzheng in relation to the asset injection.