AMENDMENT TO ASSETS REORGANIZATION AGREEMENT
AMENDMENT TO
ASSETS REORGANIZATION AGREEMENT
BY AND AMONG
JiaLiJia Group Corporation, Ltd.
Shenzhen Wenchuan Industrial Corporation, Ltd.
AND
Hunan Rucheng Wenchuan Gas Corporation, Ltd.
DATE: January 9, 2019
RECITALS
WHEREAS, This Assets Reorganization Agreement, dated as of December 15, 2018 (the “Reorganization Agreement”), was made by and among JiaLiJia Group Corporation, Ltd., a Nevada corporation (“Jialijia” or “Party A”), Shenzhen Wenchuan Industrial Corporation, Ltd., a company formed pursuant to the laws of People’s Republic of China (“Shenzhen Wenchuan” or “Party B1”), and Hunan Rucheng Wenchuan Gas Corporation, Ltd., a company formed pursuant to the laws of People’s Republic of China (“Hunan Wenchuan” or “Party B2”). Party B1 party B2 together are referred to as Party B.
WHEREAS, the Party A, the Party B1, and Party B2 desire to amend the Reorganization Agreement as follows.
NOW THEREFORE, in consideration of the premises and the mutual covenants, agreements, representations and warranties contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
AMENDMENTS
1. Definitions. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed thereto in the Reorganization Agreement.
2. Effective Date and Amendments. The parties hereto acknowledge, consent to, and agree to the following:
2.1 The Effective Date of the Reorganization Agreement shall be January 9, 2019.
2.2 Section 1 of the Reorganization Agreement is hereby replaced in its entirety as follows:
1. Party A purchases 70% equity of party B. Party A shall issue 24,340,000 shares of its common stock to Party B and offer XXX 00 million in cash to Party B by means of cash and equity exchange. The new stock structure is as follows:
(1) Shenzhen Wenchuan Industrial Corporation, Ltd.: Xxxxxx Xx: 30%, JiaLiJia Group Corporation, Ltd.:70%.
(2) Hunan Rucheng Wenchuan Gas Corporation, Ltd. : Xxxxxx Xx: 30%, JiaLiJia Group Corporation, Ltd.:70%.
3. Miscellaneous. Except as modified and amended pursuant to this Amendment, the Reorganization Agreement shall remain in full force and effect, and each party hereto ratifies the Reorganization Agreement as amended hereby. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. This Amendment will become binding when one or more counterparts hereof, individually or taken together, will bear the signatures of all the parties reflected hereon as signatories.
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IN WITNESS WHEREOF, this Amendment to Reorganization Agreement has been duly executed as of the date first written above.
Party A (seal): /s/ JiaLiJia Group Corporation, Ltd.
Legal representative: /s/ Dongzhi Zhang
Date of signature: 1/9/2019
Party B1 (seal):/s/ Shenzhen Wenchuan Industrial Corporation, Ltd.
Legal representative: /s/ Xxxxxxx Xx
Date of signature: 1/9/2019
Party B2 (seal): /s/ Hunan Rucheng Wenchuan Gas Corporation, Ltd.
Legal representative: /s/ Xxxxxxx Xx
Date of signature: 1/9/2019
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