SHARE EXCHANGE AGREEMENT by and among CANG BAO TIAN XIA INTERNATIONAL ART TRADE CENTER, INC., a Nevada Company and ZHI YUAN LIMITED a Cayman Islands Company and THE SHAREHOLDERS OF ZHI YUAN LIMITED LISTED ON EXHIBIT A Dated as of July 27, 2020Share Exchange Agreement • July 27th, 2020 • Cang Bao Tian Xia International Art Trade Center, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies • Nevada
THIS SHARE EXCHANGE AGREEMENT (this “ Agreement ”), dated as of July 27, 2020, is by and among Cang Bao Tian Xia International Art Trade Center, Inc., a Nevada corporation (“Cang Bao”), Zhi Yuan Limited, a Cayman Islands company (“ CAYMAN Company ”), and the beneficial shareholders of CAYMAN Company identified on Exhibit A hereto (together referred to herein as the “ CAYMAN Company Shareholders ,” each a “ CAYMAN Company Shareholder ”). Each party to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.”
CALL OPTION AGREEMENTCall Option Agreement • July 27th, 2020 • Cang Bao Tian Xia International Art Trade Center, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies
Shanghai Cangyun Management Consulting Co., Ltd. (“Shanghai Cangyun”), a wholly foreign owned enterprise registered in Shanghai, People’s Republic of China (“PRC”) with its address at Room 3166, 3rd Floor, Building 6, No. 1328, Yixian Road, Baoshan District, Shanghai, PRC;
PROXY AGREEMENTProxy Agreement • July 27th, 2020 • Cang Bao Tian Xia International Art Trade Center, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies
Shanghai Cangyun Management Consulting Co., Ltd. (“SH Cangyun”), a wholly foreign owned enterprise registered in Shanghai, People’s Republic of China (“PRC”) with its address at Room 3166, 3rd Floor, Building 6, No. 1328, Yixian Road, Baoshan District, Shanghai, PRC;
EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • July 27th, 2020 • Cang Bao Tian Xia International Art Trade Center, Inc. • Wholesale-motor vehicles & motor vehicle parts & supplies
Shanghai Cangyun Management Consulting Co., Ltd. (“Pledgee”), a wholly foreign owned enterprise registered in Shanghai, People’s Republic of China (“PRC”) with its address at Room 3166, 3rd Floor, Building 6, No. 1328, Yixian Road, Baoshan District, Shanghai, PRC;
