Form 8-K - Current report

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): May 20, 2024

CHINA FOODS HOLDINGS LTD.

(Exact name of registrant as specified in its charter)

Delaware

1-32522

84-1735478

(State or other jurisdiction

of incorporation)

(Commission

File No.)

(IRS Employer

Identification No.)

2301A, 26 Harbour Road Wanchai, Hong Kong		0000
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code		(852) 3618-8608

(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 (see General Instruction A.2. below):

	☐	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:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common		CFOO		OTC Markets

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Chen Ni Hu as Member of the Board of Directors

Effective as of May 20, 2024, Chen Ni Hu voluntarily resigned as a Member of the Board of Directors of China Foods Holdings Limited. The resignation is not the result of any disagreement with the Company on any matter relating to its operation, policies (including accounting or financial policies) or practices.

Resignation of Liu Yang as Member of the Board of Directors

Effective as of May 20, 2024, Liu Yang voluntarily resigned as a Member of the Board of Directors of China Foods Holdings Limited. The resignation is not the result of any disagreement with the Company on any matter relating to its operation, policies (including accounting or financial policies) or practices.

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.

	China Foods Holdings Limited

Date: May 31, 2024	By:	/s/ Kong Xiao Jun

	Name:	Kong Xiao Jun
	Title:	Chief Executive Officer

Cover	May 20, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 20, 2024
Entity File Number	1-32522
Entity Registrant Name	CHINA FOODS HOLDINGS LTD.
Entity Central Index Key	0001310630
Entity Tax Identification Number	84-1735478
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2301A
Entity Address, Address Line Two	26 Harbour Road
Entity Address, City or Town	Wanchai
Entity Address, Country	HK
Entity Address, Postal Zip Code	0000
City Area Code	(852)
Local Phone Number	3618-8608
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common
Trading Symbol	CFOO
Entity Emerging Growth Company	false