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): ~~July~~October 2018, 2023

JRSIS HEALTH CARE CORPORATION

(Exact name of registrant as specified in its charter)

Florida	1-36758	46-4562047
(State or Other Jurisdiction	(Commission ~~File Number)~~	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

3/F Building A, Derun Yuan, No. 19 Changyi Road

Wuguishan, Zhongshan City, P.R. China 528458

(Address of Principal Executive Office) (Zip Code)

86-0760-88963658

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered

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))

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 41.01 ~~Change~~Entry ininto ~~Registrant’s~~a ~~Certifying~~Material ~~Accountant~~Definitive Agreement

On ~~July~~October 2018, 2023 JRSIS Health Care Corporation (“JRSIS”) entered into an Agreement to Contract (the ~~Board~~“Agreement”) with Laidian Technology of(Zhongshan) ~~Directors~~Co., ofLtd. ~~JRSIS~~(“Laidian”), ~~Health~~Zhuowei ~~Care~~Zhong, ~~Corporation~~Yongzhou ~~dismissed~~Jumi ~~Centurion~~Intelligent ZDTechnology ~~CPA~~Co., &Ltd. (“Yongzhou JIT”), Guangzhou Jumi Intelligent Equipment Co., Ltd. (“~~Centurion~~Guangzhou JIE”), ~~from~~Linhai ~~its~~Zhu, ~~position~~Yulin asInvestment (Guangzhou) ~~the~~Partnership L.P. (“Yulin IGP”), Jumi Intelligent Information Technology (Guangzhou) Partnership ~~principal~~L.P. ~~independent~~(“Jumi ~~accountant~~IIP”) ~~for~~and Jumi Group Company, Ltd. (“Jumi GCL”). The Agreement contemplates that Laidian, a subsidiary of JRSIS, ~~Health~~will ~~Care~~enter ~~Corporation~~into a set of agreements with Yongzhou JIT and Guangzhou JIE (the “~~Company~~Management Agreements”) pursuant to which Laidian will provide to Yongzhou JIT the management services of Laidian’s President, Zhuowei ~~effective~~Zhong. ~~immediately~~In exchange for those services, Yongzhou JIT will pay to Laidian 85.53% ~~The~~of ~~Company~~any ~~does~~net income that Yongzhou JIT earns from ~~not~~its ~~have~~medical antechnology ~~Audit~~business ~~Committee~~while being managed by Zhuowei Zhong. In consideration of the ~~Board~~agreement by the owners of ~~Directors~~Yongzhou JIT (i.e. Guangzhou JIE, Linhai Zhu, Yulin IGP and Jumi IIP to the adoption of the Management Agreements by Yongzhou JIT and Guangzhou JIE, JRSIS will issue to Jumi GCL 76,757,439 shares of its common stock. Jumi GCL is a holding company owned by Linhai Zhu, Yulin IGP and Jumi IIP, who are the beneficial owners of 85.53% of Guangzhou JIE, which owns 100% of Yongzhou JIT.

The ~~audit~~Management ~~report~~Agreements ofwill ~~Centurion on~~be ~~the~~executed ~~Company’s financial statements for the years ended December 31, 2022~~ and ~~2021 did not contain any adverse opinion or disclaimer~~ ofJRSIS ~~opinion~~will orissue ~~qualification, except that~~ the ~~audit~~common ~~report~~shares ofto ~~Centurion~~Jumi onGCL ~~the~~at ~~Company’s financial statements for the years ended December 31, 2022 and 2021 did contain~~ a ~~modification~~closing ~~expressing~~after ~~substantial~~three ~~doubt~~conditions ~~about the ability of the Company~~ to ~~continue~~closing ashave abeen ~~going concern. Centurion did not, during the applicable periods, advise the Company of any of the enumerated items described in Item 304(a)(1)(iv) of Regulation S-K.~~satisfied:

~~For~~● ~~the~~Yongzhou ~~years~~JIT ~~ended~~shall ~~December 31,~~have ~~2022~~delivered ~~and~~to ~~2021,~~JRSIS ~~and~~US-GAAP ~~the~~audited ~~subsequent~~financial ~~interim~~statements ~~period~~of ~~through~~Yongzhou ~~July~~JIT ~~20,~~for ~~2023,~~the ~~there~~past ~~was~~two nofiscal ~~(i)~~years ~~disagreement between the Company~~ and ~~Centurion on~~such ~~any~~unaudited ~~matter~~interim ~~of accounting principles or practices,~~ financial ~~statement~~statements ~~disclosure,~~as orwill ~~auditing~~be ~~scope~~required orby ~~procedure, which disagreement, if not resolved to its satisfaction, would have caused Centurion to make reference to~~ the ~~subject~~Rules ~~matter~~ of ~~such disagreement in connection with its report. During~~ the ~~same period, there was no “reportable event,” as described in Item 304(a)(1)(v) of Regulation S-K~~SEC.

In● ~~accordance~~Zhifei ~~with~~Huang ~~Item 304(a)(3) of Regulation S-K,~~and ~~the~~Zhuowen ~~Company~~Chen ~~requested~~shall ~~Centurion~~have toresigned ~~furnish~~from ~~a letter addressed to~~ the ~~Securities~~JRSIS ~~Exchange~~Board ~~Commission~~of ~~stating~~Directors ~~whether~~and itLinhai ~~agrees~~Zhu ~~with the~~shall ~~statements~~have inbeen ~~this~~appointed ~~8-K pertaining~~ to ~~Centurion.~~serve Aon ~~copy of~~ the ~~letter is filed as an exhibit to this 8-K~~Board.

On● ~~July~~The ~~20,~~parties ~~2023,~~shall ~~the~~have ~~Company appointed~~agreed ~~the~~that ~~firm of ARK Pro CPA & Co (“ARK”) as its independent registered public accounting firm for~~ the ~~fiscal~~Management ~~year ending December 31~~Agreements, ~~2023.~~when ~~At no time during the past two fiscal years or any subsequent period prior to July 20~~signed, ~~2023~~will ~~did~~comply ~~JRSIS Health Care Corporation consult~~ with ~~ARK~~applicable ~~Pro~~laws ~~CPA & Co. regarding any matter~~ of the ~~sort~~People’s ~~described~~Republic ~~above with reference to Centurion ZD CPA & Co., any issue relating to the financial statements~~ of ~~JRSIS~~China ~~Health~~and ~~Care~~will ~~Corporation,~~make orYongzhou ~~the~~JIT ~~type~~a ofvariable ~~audit~~interest ~~opinion~~entity ~~that~~with ~~might~~respect ~~be rendered~~to ~~for~~Laidian ~~JRSIS~~under ~~Health Care Corporation~~US-GAAP.

If the closing does not occur on or before December 31, 2023, the Agreement will terminate.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

16		Letter from Centurion ZD CPA & Co.
10-a		Agreement to Contract dated October 18, 2023 among JRSIS Health Care Corporation, Laidian Technology (Zhongshan) Co., Ltd., Zhuowei Zhong, Yongzhou Jumi Intelligent Technology Co., Ltd., Guangzhou Jumi Intelligent Equipment Co., Ltd., Linhai Zhu, Yulin Investment (Guangzhou) Partnership L.P., Jumi Intelligent Information Technology (Guangzhou) Partnership L.P. and Jumi Group Company, Ltd.
104		Cover page interactive data file (embedded within the iXBRL document)

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.

	JRSIS Health Care Corporation
Date: August 7, 2023	By:	/s/ Huang Zhifei
Date: October 18, 2023	By:	/s/ Huang Zhifei
		Huang Zhifei, Chief Executive Officer

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