SHARE EXCHANGE AGREEMENT by and among Maitong Sunshine Cultural Development Co., Limited a Nevada corporation and Maitong Sunshine Cultural Development Co., Limited a Samoa International Company and the Shareholders of Maitong Sunshine Cultural...
Exhibit 10.1
SHARE
EXCHANGE AGREEMENT
by and among
Xxxxxxx Sunshine Cultural Development Co., Limited
a Nevada corporation
and
Xxxxxxx Sunshine Cultural Development Co., Limited
a Samoa International Company
and
the Shareholders of
Xxxxxxx Sunshine Cultural Development Co., Limited,
a Samoa International Company
Dated as of November 27, 2023
THIS SHARE EXCHANGE AGREEMENT (hereinafter referred to as this “Agreement”) is entered into as of the 27th day of November, 2023, by and among Xxxxxxx Sunshine Cultural Development Co., Limited, a Nevada corporation (“Xxxxxxx Sunshine”), Xxxxxxx Sunshine Cultural Development Co., Limited, a Samoa international company (“Xxxxxxx Sunshine (Samoa)”), and the shareholders of Xxxxxxx Sunshine (Samoa) (the “Xxxxxxx Sunshine (Samoa) Shareholders”), upon the following premises:
PREMISES
WHEREAS, Xxxxxxx Xxxxxxxx agrees to acquire 100% of the issued and outstanding shares of Xxxxxxx Xxxxxxxx (Samoa) from the Xxxxxxx Sunshine (Samoa) Shareholders in exchange for certain shares of Xxxxxxx Sunshine (the “Exchange”) and the Xxxxxxx Sunshine (Samoa) Shareholders agree to exchange their shares of Xxxxxxx Sunshine (Samoa) on the terms described herein. On the Closing Date (as defined in Section 4.03), Xxxxxxx Sunshine (Samoa) will become a wholly-owned subsidiary of Xxxxxxx Sunshine; and
WHEREAS, the boards of directors of Xxxxxxx Xxxxxxxx and Xxxxxxx Sunshine (Samoa) have determined, subject to the terms and conditions set forth in this Agreement, that the transaction contemplated hereby is desirable and in the best interests of their stockholders, respectively. This Agreement is being entered into for the purpose of setting forth the terms and conditions of the acquisition.
AGREEMENT
NOW THEREFORE, it is hereby agreed as follows:
ARTICLE I
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF XXXXXXX SUNSHINE (SAMOA)
As an inducement to, and to obtain the reliance of Xxxxxxx Sunshine, Xxxxxxx Sunshine (Samoa) represents and warrants, as of the Closing Date, as follows:
Section 1.01 Incorporation. Xxxxxxx Sunshine (Samoa) is an international company duly incorporated, validly existing, and in good standing under the laws of the Independent State of Samoa. Xxxxxxx Sunshine (Samoa) has delivered to Xxxxxxx Sunshine a complete and correct copy of the Memorandum and Articles of Association of Xxxxxxx Sunshine (Samoa) as in effect on the date hereof, as well as true and correct copies of the Certificate of Incorporation and the Register of Members. Xxxxxxx Xxxxxxxx (Samoa) has taken all actions required by law, its Memorandum and Articles of Association, or otherwise to authorize the execution and delivery of this Agreement.
Section 1.02 Authorized Shares. The number of shares which Xxxxxxx Sunshine (Samoa) is authorized to issue consists of 1,000,000 shares of a single class, par value of USD $1.00 per share. There are 10,000 shares currently issued and outstanding. The issued and outstanding shares are validly issued, fully paid, and non-assessable and not issued in violation of the preemptive or other rights of any person.
Section 1.03 Subsidiaries.
(a) Xxxxxxx Sunshine (Samoa) owns all of the outstanding shares of capital stock of Xxxxxxx Sunshine Cultural Development Co., Limited, a private company organized in Hong Kong (“Xxxxxxx Sunshine Hong Kong”). Xxxxxxx Sunshine (Samoa) does not own, beneficially or of record, any shares of or control any other corporation, except through its control of Xxxxxxx Sunshine Hong Kong.
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(b) Xxxxxxx Sunshine Hong Kong owns all of the registered equity of Beijing Tongzhilian Cultural Development Co., Ltd. (“Beijing Tongzhilian”), a wholly foreign owned entity organized in the People’s Republic of China.
Section 1.04 Financial Condition.
(a) Xxxxxxx Sunshine (Samoa) has no assets other than the capital stock of Xxxxxxx Sunshine Hong Kong, and no liabilities, nor has it carried on any business activities other than acquisition of the Subsidiaries.
(b) The books and records, financial and otherwise, of Xxxxxxx Sunshine (Samoa) and the Subsidiaries are in all material aspects complete and correct and have been maintained in accordance with generally accepted accounting principles consistently applied throughout the periods involved.
Section 1.05 Litigation and Proceedings. There are no actions, suits, proceedings, or investigations pending or, to the knowledge of Xxxxxxx Sunshine (Samoa) after reasonable investigation, threatened by or against Xxxxxxx Sunshine (Samoa) or affecting Xxxxxxx Sunshine (Samoa) or its Subsidiaries, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. Xxxxxxx Sunshine (Samoa) does not have any knowledge of any material default on its part with respect to any judgment, order, injunction, decree, award, rule, or regulation of any court, arbitrator, or governmental agency or instrumentality or of any circumstances which, after reasonable investigation, would result in the discovery of such a default.
Section 1.06 Compliance With Laws and Regulation. To the best of its knowledge, Xxxxxxx Sunshine (Samoa) and the Subsidiaries have complied with all applicable statutes and regulations of any federal, state, or other governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets, or condition of Xxxxxxx Sunshine (Samoa) or except to the extent that noncompliance would not result in the occurrence of any material liability for Xxxxxxx Sunshine (Samoa).
Section 1.07 PRC Laws and Regulations. To the best of their knowledge, Beijing Tongzhilian is in compliance with all applicable laws and regulations of the People’s Republic of China (“PRC”). All material consents, approvals, authorizations or licenses requisite under PRC law for the due and proper establishment and operation of Beijing Tongzhilian in the PRC have been duly obtained from the relevant PRC governmental authorities and are in full force and effect.
ARTICLE II
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF XXXXXXX SUNSHINE
As an inducement to, and to obtain the reliance of Xxxxxxx Sunshine (Samoa) and the Xxxxxxx Sunshine (Samoa) Shareholders, Xxxxxxx Sunshine represents and warrants, as of the date hereof and as of the Closing Date, as follows:
Section 2.01 Organization. Xxxxxxx Sunshine is a corporation duly incorporated, validly existing, and in good standing under the laws of Nevada and has the corporate power and is duly authorized under all applicable laws, regulations, ordinances, and orders of public authorities to carry on its business in all material respects as it is now being conducted. Xxxxxxx Xxxxxxxx has delivered to the Xxxxxxx Sunshine (Samoa) Shareholders complete and correct copies of the articles of incorporation and bylaws of Xxxxxxx Sunshine (the “Articles”) as in effect on the date hereof. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of Xxxxxxx Sunshine’s Articles. Xxxxxxx Sunshine has taken all action required by law, its Articles, or otherwise to authorize the execution and delivery of this Agreement, and Xxxxxxx Sunshine has full power, authority, and legal right and has taken all action required by law, its certificate of incorporation, Articles, or otherwise to consummate the transactions herein contemplated.
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Section 2.02 Capitalization. Xxxxxxx Sunshine’s authorized capitalization consists of 1,000,000 shares of preferred stock and 150,000,000 shares of common stock, par value $0.001 per share, of which no shares of preferred stock or common stock are issued and outstanding. As of the Closing Date, (i) no shares of Xxxxxxx Sunshine’s capital stock were reserved for issuance upon the exercise of outstanding options to purchase such shares; (ii) no shares of Xxxxxxx Sunshine’s capital stock were reserved for issuance upon the exercise of outstanding warrants to purchase such shares; and (iii) no shares of capital stock were reserved for issuance upon the conversion of any outstanding convertible notes, debentures or other securities.
Section 2.03 Subsidiaries and Predecessor Corporations. Xxxxxxx Xxxxxxxx does not have any predecessor corporation(s) nor any subsidiaries, and does not own, beneficially or of record, any shares of any other corporation.
Section 2.04 Financial Condition. As of the Closing Date, Xxxxxxx Sunshine has no assets and no liabilities. Xxxxxxx Sunshine has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. The books and records, financial and otherwise, of Xxxxxxx Sunshine are in all material aspects complete and correct and have been maintained in accordance with generally accepted accounting principles consistently applied throughout the periods involved.
Section 2.05 Litigation and Proceedings. There are no actions, suits, proceedings or investigations pending or threatened by or against Xxxxxxx Sunshine or affecting Xxxxxxx Sunshine or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind.
Section 2.06 Operations. Xxxxxxx Sunshine has carried on no business operations since the date of its organization. Xxxxxxx Sunshine is not a party to any contract, franchise, license agreement, agreement, debt instrument or other commitments, whether such agreement is in writing or oral.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF
THE XXXXXXX SUNSHINE (SAMOA) SHAREHOLDERS
The Xxxxxxx Sunshine (Samoa) Shareholders hereby represent and warrant, jointly and severally, to Xxxxxxx Sunshine as follows.
Section 3.01 Good Title. Each of the Xxxxxxx Sunshine (Samoa) Shareholders is the record and beneficial owner, and has good title to his or her Xxxxxxx Sunshine (Samoa) shares, with the right and authority to sell and deliver such Xxxxxxx Sunshine (Samoa) shares, free and clear of all liens, claims, charges, encumbrances, pledges, mortgages, security interests, options, rights to acquire, proxies, voting trusts or similar agreements, restrictions on transfer or adverse claims of any nature whatsoever. Upon the registration of Xxxxxxx Sunshine as the new owner of such Xxxxxxx Xxxxxxxx (Samoa) shares in the register of members of Xxxxxxx Sunshine (Samoa), Xxxxxxx Sunshine will hold good title to such Xxxxxxx Sunshine (Samoa) shares, free and clear of all liens.
Section 3.02 Finder’s Fee. Each of the Xxxxxxx Sunshine (Samoa) Shareholders represents and warrants that he or she has not created any obligation for any finder’s, investment banker’s or broker’s fee in connection with the Exchange.
Section 3.03 Acquisition of Exchange Shares for Investment.
(a) Each Xxxxxxx Sunshine (Samoa) Shareholder is acquiring the Exchange Shares for investment for such Xxxxxxx Sunshine (Samoa) Shareholder’s own account and not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and each Xxxxxxx Sunshine (Samoa) Shareholder has no present intention of selling, granting any participation in, or otherwise distributing the Exchange Shares. Each Xxxxxxx Sunshine (Samoa) Shareholder further represents that he or she does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Exchange Shares.
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(b) Each Xxxxxxx Sunshine (Samoa) Shareholder represents and warrants that he or she: (i) can bear the economic risk of his investment in Xxxxxxx Sunshine, and (ii) possesses such knowledge and experience in financial and business matters that she is capable of evaluating the merits and risks of the investment in Xxxxxxx Sunshine and its securities.
(c) Each Xxxxxxx Sunshine (Samoa) Shareholder hereby certifies he or she is not a “U.S. Person” as defined in Rule 902(k) of Regulation S of the Securities Act (“Regulation S”) (each a “Non-U.S. Shareholder”) and is not acquiring the Exchange Shares for the account or benefit of any U.S. person, and understands that the Exchange Shares are not registered under the Securities Act and that the transfer thereof to such Xxxxxxx Sunshine (Samoa) Shareholder is intended to be exempt from registration under the Securities Act pursuant to Regulation S. Each Non-U.S. Shareholder has no intention of becoming a U.S. Person and certifies that such Shareholder will only transfer the Exchange Shares in accordance with Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration. Each Xxxxxxx Sunshine (Samoa) Shareholder also certifies and agrees that hedging transactions may not be conducted unless in compliance with the Securities Act. Unless so registered or exempt therefrom, such transfer restrictions shall include but not be limited to, and the Xxxxxxx Sunshine (Samoa) Shareholder certifies to the following:
(i) The Xxxxxxx Sunshine (Samoa) Shareholder shall not sell the Exchange Shares publicly or privately, or through any short sale, or other hedging transaction to any U.S. Person, whether directly or indirectly, or for the account or benefit of any such U.S. Person for the restricted period mandated by Regulation S after the transfer of the Exchange Shares unless registered or exempt from registration;
(ii) Any other offer or sale of the Exchange Shares shall be made only if (A) during the restricted period any subsequent transferee certifies in writing that it is not a U.S. Person and is not acquiring the Exchange Shares for the account or benefit of any U.S. Person, or (B) after the restricted period the Exchange Shares are transferred in a transaction that did not require registration under the Securities Act and applicable Blue Sky laws; and
(iii) Any transferee of the Exchange Shares who acquires the Exchange Shares during the Regulation S restricted period shall agree in writing to resell the Exchange Shares only in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration.
(d) At the time of the origination of contact concerning this Agreement and the date of the execution and delivery of this Agreement, the Xxxxxxx Sunshine (Samoa) Shareholder was outside of the United States, its territories and possessions.
(e) Each certificate representing the Exchange Shares issued to a Xxxxxxx Sunshine (Samoa) Shareholder will be endorsed with the following legends, in addition to any other legend required to be placed thereon by applicable federal or state securities laws:
“THESE SECURITIES HAVE BEEN SOLD TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT.”
“TRANSFER OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”
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(f) Each Xxxxxxx Sunshine (Samoa) Shareholder acknowledges that he has carefully reviewed such information as he has deemed necessary to evaluate an investment in Xxxxxxx Sunshine and its securities, and, that all information required to be disclosed to such Xxxxxxx Sunshine (Samoa) Shareholder has been furnished to such Xxxxxxx Sunshine (Samoa) Shareholder. To the full satisfaction of each Xxxxxxx Sunshine (Samoa) Shareholder, he has been furnished all materials that he has requested relating to Xxxxxxx Sunshine and the transfer of the Exchange Shares hereunder, and each Xxxxxxx Sunshine (Samoa) Shareholder has been afforded the opportunity to ask questions of Xxxxxxx Sunshine’s representatives to obtain any information necessary to verify the accuracy of any representations or information made or given to the Xxxxxxx Sunshine (Samoa) Shareholders. Notwithstanding the foregoing, nothing herein shall derogate from or otherwise modify the representations and warranties of Xxxxxxx Sunshine set forth in this Agreement, on which each of the Xxxxxxx Sunshine (Samoa) Shareholders have relied in making an exchange of his shares of Xxxxxxx Sunshine (Samoa) for the Exchange Shares.
ARTICLE IV
PLAN OF EXCHANGE
Section 4.01 The Exchange. On the Closing Date, each of the Xxxxxxx Sunshine (Samoa) Shareholders shall assign, transfer and deliver the number of shares of Xxxxxxx Sunshine (Samoa) set forth on Table 1 attached hereto, constituting all of the shares of Xxxxxxx Sunshine (Samoa) held by such shareholder; the objective of such Exchange being the acquisition by Xxxxxxx Sunshine of not less than 100% of the issued and outstanding shares of Xxxxxxx Sunshine (Samoa). In exchange for the transfer of such securities by the Xxxxxxx Sunshine (Samoa) Shareholders, Xxxxxxx Sunshine shall issue to the Xxxxxxx Sunshine (Samoa) Shareholders a total of 60,000,000 shares of Xxxxxxx Sunshine’s common stock pursuant to Table 1 attached hereto, which will on the Closing Date represent 100% of the total outstanding capital stock of Xxxxxxx Sunshine, in exchange for all of the outstanding shares of Xxxxxxx Sunshine (Samoa) held by the Xxxxxxx Sunshine (Samoa) Shareholders (the “Exchange Shares”).
Section 4.02 Registration.
(a) Promptly upon the execution of this Agreement, each Xxxxxxx Sunshine (Samoa) Shareholder will execute such additional documents as are necessary to transfer to Xxxxxxx Sunshine registration of his or her shares of Xxxxxxx Sunshine (Samoa). The Xxxxxxx Sunshine (Samoa) Shareholders shall entrust such documents to an agent for purposes of registration in Samoa, and shall instruct the agent to obtain from the registered agent in Samoa for Xxxxxxx Sunshine (Samoa) a certificate of incumbency reciting that Xxxxxxx Sunshine is the registered owner of 100% of the outstanding shares of Xxxxxxx Sunshine (Samoa).
(b) Promptly upon the execution of this Agreement, Xxxxxxx Sunshine shall deliver to the transfer agent for the common stock of Xxxxxxx Sunshine instructions to cause the Exchange Shares to be issued to the Xxxxxxx Sunshine (Samoa) Shareholders and that such ownership should be recorded in book entry by said transfer agent.
Section 4.03 Closing. The closing (the “Closing” or the “Closing Date”) of the transactions contemplated by this Agreement shall occur on a date set by Xxxxxxx Sunshine after receipt of notice that the certificate of incumbency described in Section 4.02(a) above is available. At the Closing, Xxxxxxx Sunshine (Samoa) shall deliver to Xxxxxxx Sunshine the certificate of incumbency, and Xxxxxxx Sunshine shall deliver to each of the Xxxxxxx Sunshine (Samoa) Shareholders a notice from its transfer agent reciting that Shareholder’s book entry ownership of Exchange Shares. Such Closing shall take place at a mutually agreeable time and place, and be conditioned upon all of the conditions of the Offering being met.
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ARTICLE V
MISCELLANEOUS
Section 5.01 Regulation S Compliance. Xxxxxxx Sunshine and the Xxxxxxx Sunshine (Samoa) Shareholders agree that Xxxxxxx Sunshine shall refuse to register any transfer of shares issued pursuant to this Agreement if such transfer was not made in accordance with Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration, and Xxxxxxx Sunshine may place a stop transfer order with its registrar and stock transfer agent covering all certificates representing the Exchange Shares.
Section 5.02 Delivery of Books and Records. At the Closing, Xxxxxxx Sunshine (Samoa) shall deliver to Xxxxxxx Sunshine the originals of the corporate minute books, books of account, contracts, records, and all other books or documents of Xxxxxxx Sunshine (Samoa) which are now in the possession of Xxxxxxx Sunshine (Samoa) or its representatives.
Section 5.03 Governing Law. This Agreement shall be governed by, enforced, and construed under and in accordance with the laws of the United States of America and, with respect to the matters of state law, with the laws of the State of Nevada.
Section 5.04 Entire Agreement. This Agreement represents the entire agreement between the parties relating to the subject matter thereof and supersedes all prior agreements, understandings and negotiations, written or oral, with respect to such subject matter.
Section 5.05 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument.
[Signature Page Follows]
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IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement to be executed by their respective officers, hereunto duly authorized, as of the date first-above written.
| Xxxxxxx Sunshine Cultural Development
Co., Limited (a Nevada corporation) |
Xxxxxxx Sunshine Cultural Development Co., Limited (a Samoan international company | |||
| By: | /s/ Xxxxx Xxxx | By: | /s/ Xxxxx Xxxx | |
| Name: Xxxxx Xxxx | Name: Xxxxx Xxxx | |||
| Title: President | Title: Director | |||
Approved and Accepted by the XXXXXXX SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED Shareholders:
| /s/ Xxxxx Xxxx | /s/ Xxxx Xxxxxx | /s/ Xx Xxxxxxxx | ||
| Xxxxx Xxxx | Xxxx Yuanli | He Ronghong | ||
| /s/ He Rongju | /s/ Xxx Xxxxxxxx | /s/ Xxxx Xxx | ||
| He Xxxxxx | Xxx Shunping | Xxxx Xxx | ||
| /s/ Xx Xxxxx | /s/ Xx Xxxxxxx | /s/ Xxxxx Xxx | ||
| Ye Huali | Du Xxxxxxx | Xxxxx Xxx | ||
| /s/ Xxxxx Xxx | /s/ Xxxxx Xxx | /s/ Xxx Xxxxxx | ||
| Xxxxx Min | Xxxxx Xxx | Xxx Xxxxxx | ||
| /s/ Xxxxx Xxxxxx | /s/ Xxxxx Xxx | /s/ Xx Xxxxxxxx | ||
| Xxxxx Xxxxxx | Xxxxx Hai | Fu Yingting | ||
| /s/ Xxxx Xxx | /s/ Xxxx Xxxxx | /s/ Xxx Xxxxxx | ||
| Xiao Xxx | Xxxx Xxxxx | Xxx Huiqin | ||
| /s/ Xx Xxxxxxx | /s/ Xxxx Xxxxxxx | /s/ Xxxx Xxxxxxxx | ||
| Xx Xxxxxxx | Xxxx Xxxxxxx | Xxxx Mingfeng | ||
| /s/ Xxxx Xxxxxx | /s/ Zheng Sanshui | /s/ Siriguleng | ||
| Xxxx Xxxxxx | Xxxxx Sanshui | Siriguleng | ||
| /s/ Xxxx Xxxxxxxx | /s/ Xxx Xxxxxxx | /s/ Xxx Xxx | ||
| Xxxx Xxxxxxxx | Xxx Xxxxxxx | Xxx Xxx | ||
| /s/ Xxxx Xxxxxxx | /s/ Xxx Xxxxxxx | /s/ Xxxx Xxxxxx | ||
| Xxxx Xxxxxxx | Xxx Huajing | Xxxx Xxxxxx | ||
| /s/ Xxx Xxxxx | /s/ Geng Xiangsheng | /s/ Xxx Xxxxx | ||
| Xxx Xxxxx | Xxxx Xiangsheng | Xxx Xxxxx | ||
| /s/ Xxx Xxxxxxxx | /s/ Xxx Xxxxx | /s/ Xxxx Xxxxxxxx | ||
| Yao Xxxxxxxx | Xxx Xxxxx | Xxxx Hongyang | ||
| /s/ Xxx Xxxxxxxx | /s/ Xx Xxxxxxx | /s/ Xxxx Xxx | ||
| Xxx Xxxxxxxx | Li Binchun | Xxxx Xxx |
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| /s/ Xxx Xxxxxx | /s/ Xxx Xxxxx | /s/ Xxxx Xxxxxxx | ||
| Xxx Xxxxxx | She Xxxxx | Xxxx Xxxxxxx | ||
| /s/ Xxxx Xxxx | /s/ Xxxx Xxxxxx | /s/ Xxxxx Xxxx | ||
| Xxxx Xxxx | Xxxx Xxxxxx | Xxxxx Xxxx | ||
| /s/ Xxxx Xxxxx | /s/ Xx Xxx | /s/ Xxxx Xxxxxx | ||
| Song Xxxxx | Ge Xxx | Xxxx Xiafen | ||
| /s/ Xxxxx Xxxxxxx | /s/ Xxxx Xxxxxxx | /s/ Xxxxx Xxx | ||
| Xxxxx Xxxxxxx | Xxxx Xxxxxxx | Xxxxx Fei | ||
| /s/ Xx Xxxxxxxxx | /s/ Xxx Xxxx | /s/ He Xxxxxxxx | ||
| Xx Xxxxxxxxx | Xxx Xxxx | Xx Xxxxxxxx | ||
| /s/ Xxxxx Xxxxxxx | /s/ Xxxx Xx | /s/ Xxxx Xxxxxx | ||
| Xxxxx Xxxxxxx | Xxxx Xx | Xxxx Xxxxxx | ||
| /s/ Xxxx Xxxxxx | /s/ Xxx Xxxxxxx | /s/ Xxxx Xxx Xxx | ||
| Xxxx Xxxxxx | Xxx Guofeng | Xxxx Xxx Xxx | ||
| /s/ Xxxx Xxxxxxx | /s/ Xxxx Xxxxxx | |||
| Xxxx Xxxxxxx | Xxxx Xxxxxx |
| Inner Mongolia Qianbaichuan Technology Co., Ltd. |
Shijiazhuang Zhengdong Network Technology Co., Ltd. |
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| By: |  |
By: |  |
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Table 1: Exchange of Shares
| Xxxxxxx Xxxxxxxx (Samoa) Shareholder | Xxxxxxx Xxxxxxxx (Samoa) Shares | Xxxxxxx Sunshine Exchange Shares | ||||||
| Xxxxx Xxxx | 4,900 | 29,400,000 | ||||||
| Xxxx Xxxxxx | 150 | 900,000 | ||||||
| He Ronghong | 150 | 900,000 | ||||||
| He Rongju | 150 | 900,000 | ||||||
| Xxx Xxxxxxxx | 150 | 900,000 | ||||||
| Xxxx Xxx | 150 | 900,000 | ||||||
| Ye Huali | 150 | 900,000 | ||||||
| Du Jianmei | 150 | 900,000 | ||||||
| Xxxxx Xxx | 150 | 900,000 | ||||||
| Xxxxx Xxx | 150 | 900,000 | ||||||
| Xxxxx Xxx | 150 | 900,000 | ||||||
| Inner Mongolia Qianbaichuan Technology Co., Ltd. | 467 | 2,802,000 | ||||||
| Shijiazhuang Zhengdong Network Technology Co., Ltd. | 467 | 2,802,000 | ||||||
| Xxx Xxxxxx | 83 | 498,000 | ||||||
| Xxxxx Xxxxxx | 21 | 126,000 | ||||||
| Xxxxx Xxx | 21 | 126,000 | ||||||
| Fu Yingting | 47 | 282,000 | ||||||
| Xiao Bin | 15 | 90,000 | ||||||
| Xxxx Xxxxx | 12 | 72,000 | ||||||
| Xxx Xxxxxx | 206 | 1,236,000 | ||||||
| Yu Dianjun | 140 | 840,000 | ||||||
| Xxxx Xxxxxxx | 122 | 732,000 | ||||||
| Xxxx Xxxxxxxx | 101 | 606,000 | ||||||
| Xxxx Xxxxxx | 90 | 540,000 | ||||||
| Xxxxx Xxxxxxx | 97 | 582,000 | ||||||
| Siriguleng | 86 | 516,000 | ||||||
| Xxxx Xxxxxxxx | 76 | 456,000 | ||||||
| Xxx Xxxxxxx | 66 | 396,000 | ||||||
| Xxx Xxx | 40 | 240,000 | ||||||
| Xxxx Xxxxxxx | 27 | 162,000 | ||||||
| Xxx Xxxxxxx | 13 | 78,000 | ||||||
| Xxxx Xxxxxx | 27 | 162,000 | ||||||
| Xxx Xxxxx | 32 | 192,000 | ||||||
| Geng Xiangsheng | 41 | 246,000 | ||||||
| Tao Lixin | 30 | 180,000 | ||||||
| Xxx Xxxxxxxx | 17 | 102,000 | ||||||
| Dai Lijun | 15 | 90,000 | ||||||
| Zeng Hongyang | 15 | 90,000 | ||||||
| Xxx Xxxxxxxx | 33 | 198,000 | ||||||
| Xx Xxxxxxx | 30 | 180,000 | ||||||
| Xxxx Xxx | 29 | 174,000 | ||||||
| Xxx Xxxxxx | 65 | 390,000 | ||||||
| Xxx Xxxxx | 74 | 444,000 | ||||||
| Xxxx Xxxxxxx | 32 | 192,000 | ||||||
| Xxxx Xxxx | 9 | 54,000 | ||||||
| Xxxx Xxxxxx | 15 | 90,000 | ||||||
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| Xxxxx Xxxx | 21 | 126,000 | ||||||
| Song Liyan | 10 | 60,000 | ||||||
| Xx Xxx | 25 | 150,000 | ||||||
| Xxxx Xxxxxx | 24 | 144,000 | ||||||
| Xxxxx Xxxxxxx | 10 | 60,000 | ||||||
| Xxxx Xxxxxxx | 26 | 156,000 | ||||||
| Xxxxx Xxx | 12 | 72,000 | ||||||
| Xx Xxxxxxxxx | 59 | 354,000 | ||||||
| Xxx Xxxx | 22 | 132,000 | ||||||
| He Chengshu | 27 | 162,000 | ||||||
| Xxxxx Xxxxxxx | 41 | 246,000 | ||||||
| Xxxx Xx | 23 | 138,000 | ||||||
| Xxxx Xxxxxx | 9 | 54,000 | ||||||
| Xxxx Xxxxxx | 20 | 120,000 | ||||||
| Xxx Xxxxxxx | 10 | 60,000 | ||||||
| Xxxx Xxx Xxx | 490 | 2,940,000 | ||||||
| Xxxx Xxxxxxx | 35 | 210,000 | ||||||
| Xxxx Xxxxxx | 75 | 450,000 | ||||||
| TOTAL | 10,000 | 60,000,000 |
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