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 March 2025
Commission File Number: 001-38768
MDJM LTD
Fernie Castle, Letham
Cupar, Fife, KY15 7RU
United Kingdom
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F
x Form 40-F ¨
Termination of VIE Agreements
On March 1, 2025, Beijing Mingda Jiahe Technology
Development Co., Ltd. (“WFOE”), an indirect wholly owned subsidiary in China of MDJM LTD (the “Company”),
entered into agreements of termination with Mingda Jiahe (Tianjin) Stock Co., Ltd. (the “VIE”) and the shareholders
of the VIE with respect to the contractual arrangements, also known collectively as the “VIE Agreements,” by and among
WFOE, the VIE, and the VIE’s shareholders, each dated April 28, 2018, including an Exclusive Business Cooperation Agreement by and
between the VIE and WFOE (the “Exclusive Business Cooperation Agreement”), a Share Pledge Agreement by and among WFOE,
the VIE, and the VIE’s shareholders (the “Share Pledge Agreement”), powers of attorney by and among WFOE, the
VIE, and each of the VIE’s shareholders (collectively, the “Powers of Attorney”), and an Exclusive Option Agreement
by and among WFOE, the VIE, and the VIE’s shareholders (the “Exclusive Option Agreement”).
Pursuant
to the VIE Agreements, the Company was deemed to be the primary beneficiary of the VIE under accounting principles generally accepted
in the United States of America and, therefore, was able to consolidate the financial statements of the VIE into the Company’s financial
statements. After the structure has been unwound, the financial results of the VIE will no longer be consolidated into the Company’s
financial statements. The termination of the VIE Agreements was effective on March 1, 2025.
Pursuant
to an Agreement for Termination of the Exclusive Business Cooperation Agreement and an Agreement for Termination of the Exclusive Option
Agreement, all rights of WFOE over the VIE based on the Exclusive Business Cooperation Agreement and the Exclusive Option Agreement were
terminated, respectively, including the irrevocable and exclusive option to purchase the VIE’s shareholders’ equity
interests in the VIE. WFOE also agreed not to collect any service fees generated under the respective agreements. Upon the termination
of the respective agreements, any other oral or written agreements ancillary to the Exclusive Business Cooperation Agreement and the Exclusive
Option Agreement among the parties were also terminated, including the Powers of Attorney. As a result of the termination of the Exclusive
Business Cooperation Agreement and the Exclusive Option Agreement, the security interests in the VIE pledged to WFOE by the VIE’s
shareholders were extinguished, and the Share Pledge Agreement was terminated pursuant to an Agreements for Termination of Share Pledge
Agreement by and among WFOE and each of the VIE’s shareholders, and thereupon, WFOE returned the pledged security interests to each
of the VIE’s shareholders. The foregoing descriptions of the Agreement for Termination of the Exclusive Business Cooperation Agreement,
the Agreement for Termination of the Exclusive Option Agreement, and the Agreements for Termination of Share Pledge Agreement do not purport
to be complete and are qualified in their entirety by reference to the full text of the Agreement for Termination of the Exclusive Business
Cooperation Agreement, the Agreement for Termination of the Exclusive Option Agreement, and the Agreements for Termination of Share Pledge
Agreement, which are filed herewith as Exhibits 10.1, 10.2, and 10.3, respectively, and incorporated herein by reference.
Since
2020, the Company has taken a series of steps to transform its focus of operations from real estate related services in China to cultural
operations involving unique physical assets in the United Kingdom. The e-commerce platform www.uokaus.com, managed by MD Local Global
Limited, a wholly owned subsidiary of MDJM LTD in the United Kingdom, is designed to integrate commerce with cultural heritage, featuring
handcrafted products that reflect craftsmanship, artistic traditions, and ethical values. The plan to unwind the Company’s VIE structure
was recently developed in accordance with this strategic business transformation.
Exhibit Index
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.
Dated: March
7, 2025
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MDJM LTD |
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|
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By: |
/s/Siping Xu |
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Name: |
Siping Xu |
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Title: |
Chief Executive Officer |
Exhibit 10.1
Termination of Exclusive Business Cooperation Agreement
Party A: Beijing Mingda Jiahe Technology Development
Co., Ltd
Address: 1227, 6th Floor, Building C3, No.1 Huangchang
West Road, Dougezhuang, Chaoyang District, Beijing
Party B: Mingda Jiahe (Tianjin) Co., Ltd
(Formerly known as Tianjin Mingda Jiahe Real Estate
Co., Ltd.)
Address: 7162 E-commerce Building, No.16 Lhasa
Road, Heping District, Tianjin
Considering:
1. On April 28, 2018, Party
A and Party B signed an Exclusive Business Cooperation Agreement, which stipulated that Party A, as the exclusive service provider of
Party B, would provide comprehensive technical support, business support, and related consulting services to Party B.
2. Since the signing of the
Exclusive Business Cooperation Agreement, due to multiple factors such as the overall economic environment, macroeconomic policies in
the real estate industry, and the epidemic, Party B has faced difficulties in its operations. After careful consideration, Party B has
gradually shut down all domestic businesses and disbanded all project service teams since 2019, and has not engaged in any business activities.
3. Due to the impact of the
operating conditions of Party B, it is no longer necessary for Party A to provide technical support, business support, and related consulting
services to Party B.
4. On February 2, 2021,
Party B changed its name from "Tianjin Mingda Jiahe Real Estate Co., Ltd." to "Mingda Jiahe (Tianjin) Co., Ltd.
After friendly consultation,
Party A and Party B have reached the following agreement on the termination of the Exclusive Business Cooperation Agreement, which shall
be jointly observed.
1. After mutual agreement,
Party A and Party B agree to terminate the Exclusive Business Cooperation Agreement from March 1, 2025.
2. After the termination of
the Exclusive Business Cooperation Agreement, all rights enjoyed by Party A over Party B based on this agreement, including irrevocable
exclusive purchase rights, collection of service fees, and other rights, shall be terminated.
3. Based on the operating conditions
of Party B, Party B has been unable to generate net income for a long time, and due to the long-term stagnation of Party B's business,
Party A has also failed to provide relevant technical, business support or services. Therefore, Party A agrees not to charge service fees
under the Exclusive Business Cooperation Agreement.
4. After the termination of
the Exclusive Business Cooperation Agreement, any other supporting agreements or consensus reached by both parties due to the Exclusive
Business Cooperation Agreement shall be simultaneously terminated. The creditor's and debtor's rights of both parties have been settled
and there is no further dispute.
5. Due to the loss of the main
debt under the Exclusive Business Cooperation Agreement, both parties agree that from the date of signing this agreement, the security
interest under the Exclusive Business Cooperation Agreement shall be extinguished simultaneously. The shareholder of Party B shall pledge
their equity in Party B to the security interest of Party A, and the Equity Pledge Agreement shall be terminated simultaneously.
6. This agreement is made in
duplicate, with each party holding one copy, and shall come into effect from the date of signature or seal by both parties.
The Remainder of this page is intentionally
left blank
IN WITNESS WHEREOF, the Parties
have caused their authorized representatives to execute this Agreement as of the date first above written.
Party A: Beijing Mingda Jiahe
Technology Development Co., Ltd.
By: /s/ Siping Xu
Name: Siping Xu
Title: Legal Representative
Party B: Mingda Jiahe (Tianjin)
Co., Ltd
By: /s/ Siping Xu
Name: Siping Xu
Title: Legal Representative
Exhibit 10.2
Termination Agreement of Exclusive Option Agreement
Party A: Beijing Mingda Jiahe Technology Development
Co., Ltd
Address: 1227, 6th Floor,
Building C3, No.1 Huangchang West Road, Dougezhuang, Chaoyang District, Beijing
Party B (shareholder of Mingda Jiahe (Tianjin)
Co., Ltd.): Xu Siping, Li Yang, Ding Xia, Ma Qiang, Zhang Liang, Guo Meina, Huang Zhenyuan, Wang Mengnan, Zhang Jie, Cai Lei, all natural
persons within the territory of the People's Republic of China;
Party C: Mingda Jiahe (Tianjin) Co., Ltd
(Formerly known as Tianjin
Mingda Jiahe Real Estate Co., Ltd.)
Address: 7162 E-commerce Building,
No.16 Lhasa Road, Heping District, Tianjin
Given that：
1. On April 28, 2018, Party
A and Party C signed an Exclusive Business Cooperation Agreement, which stipulated that Party A, as the exclusive service provider of
Party C, would provide comprehensive technical support, business support, and related consulting services to Party C.
2. In order to ensure the effective
performance of the Exclusive Business Cooperation Agreement between Party A and Party C, Party A, Party B, and Party C signed the Exclusive
Option Agreement on April 28, 2018, which stipulated that Party B granted Party A an irrevocable exclusive purchase of Party B's equity
in Party C, and Party B pledged its equity in Party C to Party A.
3. Due to multiple factors
such as the overall economic environment, macroeconomic policies in the real estate industry, and the pandemic, Party C is facing difficulties
in its operations. After careful consideration, Party C has gradually shut down all domestic businesses and dissolved all project service
teams since 2019, and no longer engages in business activities. Therefore, it is no longer necessary for Party A to provide technical
support, business support, and related consulting services to Party C. Party A and Party C have terminated the Exclusive Business Cooperation
Agreement on March 1, 2025.
4. Given the termination of
the Exclusive Business Cooperation Agreement, it is no longer necessary for Party A, Party B, and Party C to continue fulfilling the Exclusive
Option Agreement.
5. On February 2, 2021, Party
B changed its name from "Tianjin Mingda Jiahe Real Estate Co., Ltd." to "Mingda Jiahe (Tianjin) Co., Ltd.
After friendly consultation,
all parties have reached a consensus on the termination of the "Exclusive Option Agreement" as follows, for mutual compliance.
1. After mutual agreement,
all parties agree to terminate the Exclusive Option Agreement from March 1, 2025.
2. After the termination of
the Exclusive Option Agreement, all rights enjoyed by Party A over Party B and Party C based on this agreement, including irrevocable
exclusive purchase rights, collection of service fees, etc., shall be terminated.
3. Due to the loss of the main
debt under the "Exclusive Option Agreement", all parties agree that from the date of signing this agreement, the security interest
provided by Party B to Party A based on the contract shall be extinguished simultaneously. Party B shall pledge its equity in Party C
to Party A's security interest, and the "Share Pledge Agreement" signed by all parties shall be simultaneously terminated.
4. After the termination of
the Exclusive Option Agreement, any other supporting agreements or consensus reached by both parties due to the Exclusive Option Agreement
shall be terminated simultaneously. All parties' debts and claims have been settled and there are no further disputes.
5. This agreement is made
in triplicate, with each party holding one copy. It shall come into effect from the date of signature or seal by all parties.
The Remainder of this page is intentionally
left blank
IN WITNESS WHEREOF, the Parties have caused their
authorized representatives to execute this Agreement as of the date first above written.
Party A: Beijing
Mingda Jiahe Technology Development Co., Ltd.
| By: |
/s/ Siping Xu |
| Name: |
Siping Xu |
| Title: |
Legal Representative |
Party B: Siping Xu, Yang Li, Xia Ding, Qiang Ma,
Liang Zhang, Meina Guo, Zhenyuan Huang, Mengnan Wang, Jie Zhang and Lei Cai
| By: |
/s/ Siping Xu /s/ Yang Li /s/ Xia Ding /s/ Qiang Ma /s/ Liang Zhang /s/ Meina Guo /s/ Zhenyuan Huang /s/ Mengnan Wang /s/ Jie Zhang /s/ Lei Cai |
Party C: Mingda Jiahe (Tianjin) Co., Ltd
| By: |
/s/ Siping Xu |
| Name: |
Siping Xu |
| Title: |
Legal Representative |
Exhibit 10.3
Termination Agreement of Equity Pledge Agreement
Party A (pledgee): Beijing Mingda Jiahe Technology
Development Co., Ltd
Address: 1227, 6th Floor, Building C3, No.1 Huangchang
West Road, Dougezhuang, Chaoyang District, Beijing
Party B (pledgor): [Shareholder Name]
Party C: Mingda Jiahe (Tianjin) Co., Ltd
(Formerly known as Tianjin Mingda Jiahe Real Estate
Co., Ltd.)
Address: 7162 E-commerce Building, No.16 Lhasa
Road, Heping District, Tianjin
Considering:
1.On April 28, 2018, Party A and Party C signed
an Exclusive Business Cooperation Agreement, which stipulated that Party A, as Party C's exclusive service provider, would provide comprehensive
technical support, business support, and related consulting services to Party C, and that Party C would pay service fees to Party A.
2.
In order to ensure
that Party C fulfills its obligations under the exclusive business cooperation agreement and pays service fees and other due payments
to Party A as agreed, Party B pledges all of its equity in Party C to Party A as collateral for Party C's payment obligations under the
Exclusive Business Cooperation Agreement. On April 28, 2018, Party A, Party B, and Party C signed an equity pledge agreement, in which
Party B pledged a total of [Number of Shares Pledged] shares of its equity in Mingda Jiahe (Tianjin) Co., Ltd. to Party A and registered
the pledge.
3. Affected by the operating conditions of Party
C, Party A and Party C have terminated the Exclusive Business Cooperation Agreement on March 1, 2025 and confirmed that all debts and obligations
under the agreement have been settled
4. On February 2, 2021, Party C changed its name
from "Tianjin Mingda Jiahe Real Estate Co., Ltd." to "Mingda Jiahe (Tianjin) Co., Ltd.
Now
that the main debt has been extinguished, the guarantee under the main debt has no right to be extinguished at the same time, and the
"Equity Pledge Agreement" signed by Party A, Party B, and Party C should be terminated. All parties have reached a consensus
as follows:
1.
All parties unanimously confirm that as the "Exclusive Business Cooperation Agreement" has been terminated, the main creditor's
rights arising under this agreement have been extinguished. The pledge guarantee obligation provided by Party B to Party A by Party C
shall terminate on March 1, 2025, and the pledge right shall be extinguished. The "Equity Pledge Agreement" signed as a result shall
be terminated on the same day.
2.
Within three days after the signing of this termination agreement, Party A shall return the pledged equity to Party B and handle the cancellation
registration procedures for equity pledge at the Market Quality Supervision and Administration Commission of Party C's domicile. Party
A shall not delay or refuse to handle it for any other reason. If there are handling fees involved, Party C shall bear them.
3.
After this agreement comes into effect, the rights and obligations of each party shall immediately terminate, and neither party shall
claim any rights against the other party regarding the performance or termination of the original contract (including but not limited
to continuing to perform, paying compensation, compensation, breach of contract, etc.).
4.
After this agreement comes into effect, neither party A, B, nor C may unilaterally change or terminate the agreement, unless both parties
agree and reach a written agreement.
5.
This agreement shall come into effect from the date of signature and seal by the legal representatives or authorized representatives of
each party.
6.
This agreement is made in quadruplicate, with each party holding one copy, and the Market Quality Supervision and Administration Commission
registering and filing one copy, all of which have equal legal effect.
The
Remainder of this page is intentionally left blank
IN WITNESS
WHEREOF, the Parties have caused their authorized representatives to execute this Agreement as of the date first above written.
Party
A (seal): Beijing Mingda Jiahe Technology Development Co., Ltd
Legal
representative (or authorized representative):
Date:
Year Month Day
Party
B (signature): /s/ [Shareholder Name]
Date:
Year Month Day
Party
C (seal):
Legal
representative (or authorized representative): Mingda Jiahe (Tianjin) Co., Ltd
Date:
Year Month Day
Schedule of Material Differences
One or more person signed an Agreement for Termination
of Share Pledge Agreement under this form. Pursuant to Instruction ii to Item 601 of Regulation S-K, the Registrant may only file this
form as an exhibit with a schedule setting forth the material details in which the executed agreements differ from this form:
| No. | | |
Shareholder
Name | |
Number of Shares
Pledged | |
| | 1. | | |
Siping Xu | |
| 10,200,000 | |
| | 2. | | |
Liang Zhang | |
| 100,000 | |
| | 3. | | |
Jie Zhang | |
| 10,000 | |
| | 4. | | |
Yang Li | |
| 10,000 | |
| | 5. | | |
Lei Cai | |
| 10,000 | |
| | 6. | | |
Qiang Ma | |
| 10,000 | |
| | 7. | | |
Xia Ding | |
| 10,000 | |
| | 8. | | |
Meina Guo | |
| 10,000 | |
| | 9. | | |
Mengnan Wang | |
| 10,000 | |
| | 10. | | |
Zhenyuan Huang | |
| 10,000 | |
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