0001213900-20-023214.txt : 20200821 0001213900-20-023214.hdr.sgml : 20200821 20200821134716 ACCESSION NUMBER: 0001213900-20-023214 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20200821 DATE AS OF CHANGE: 20200821 GROUP MEMBERS: AUNG TUN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Color Star Technology Co., Ltd. CENTRAL INDEX KEY: 0001747661 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION SPECIAL TRADE CONTRACTORS [1700] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-91464 FILM NUMBER: 201122785 BUSINESS ADDRESS: STREET 1: 800 3RD AVE, SUITE 2800 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 220-3967 MAIL ADDRESS: STREET 1: 800 3RD AVE, SUITE 2800 CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: Huitao Technology Co., Ltd. DATE OF NAME CHANGE: 20190717 FORMER COMPANY: FORMER CONFORMED NAME: China Advanced Construction Materials Group, Inc./Cayman DATE OF NAME CHANGE: 20180720 FORMER COMPANY: FORMER CONFORMED NAME: China Advanced Construction Materials Group, Inc. DATE OF NAME CHANGE: 20180720 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Hou Sing International Business Ltd CENTRAL INDEX KEY: 0001742099 IRS NUMBER: 000000000 STATE OF INCORPORATION: F4 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: TIMES SQUARE, 1 MATHESON ST STREET 2: UNIT 6, ROOM 901, CAUSEWAY BAY CITY: HONG KONG STATE: F4 ZIP: 00000 BUSINESS PHONE: 852 6356888 MAIL ADDRESS: STREET 1: TIMES SQUARE, 1 MATHESON ST STREET 2: UNIT 6, ROOM 901, CAUSEWAY BAY CITY: HONG KONG STATE: F4 ZIP: 00000 SC 13D/A 1 ea125896-13da3housing_color.htm AMENDMENT NO. 3 TO SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Amendment No. 3

Under the Securities Exchange Act of 1934

Color Star Technology Co., Ltd.

(Name of Issuer)

Ordinary Shares, $.001 par value

(Title of Class of Securities)

G2287A100

(CUSIP Number)

Aung Tun

No. 29, 15, Chinatown District,

Yangon, Myanmar

Causeway Bay, Hong Kong

People’s Republic of China

Telephone: 825-54438010

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

with a copy to:

Hunter Taubman Fischer & Li LLC

800 Third Avenue, Suite 2800

New York, NY 10023 Attention: Joan Wu

Telephone: +1 (212) 530-2210

August 11, 2020

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	NAMES OF REPORTING PERSONS: Hou Sing International Business Limited I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): N/A
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☐
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS): WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION: Hong Kong
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER: 3,825,395
		8	SHARED VOTING POWER: 3,825,395
		9	SOLE DISPOSITIVE POWER: 3,825,395
		10	SHARED DISPOSITIVE POWER: 3,825,395
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 13.26% *
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): OO

* Percentage is calculated based on 28,848,822 ordinary shares outstanding as of July 23, 2020 as disclosed in the Issuer’s Form F-3/A filed on July 24, 2020.

1	NAMES OF REPORTING PERSONS: Aung Tun (1) I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): N/A
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☐
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS): PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION: Myanmar
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER: 0
		8	SHARED VOTING POWER: 3,825,395
		9	SOLE DISPOSITIVE POWER: 0
		10	SHARED DISPOSITIVE POWER: 3,825,395
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 13.26% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IN

(1)

Since Mr. Aung Tun is the sole shareholder and director of Hou Sing International Business Limited (“Hou Sing”), he is deemed as the beneficial owner of the shares owned by Hou Sing.

(2)

Percentage is calculated based on 28,848,822 ordinary shares outstanding as of July 23, 2020 as disclosed in the Issuer’s Form F-3/A filed on July 24, 2020.

EXPLANATORY NOTE

This Amendment No. 3 (the “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on May 4, 2018, as amended (the “Original 13D”). The Amendment of the Original 13D, as amended, is being filed to include the information set forth herein. Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Original 13D, as amended. Capitalized terms used but not otherwise defined in this Amendment shall have the same meanings ascribed to them in the Original 13D, as amended.

Item 3.

Source and Amount of Funds or Other Consideration.

This Amendment amends and restates Item 3 of the Original 13D, as amended in its entirety as set forth below:

On July 2, 2018, Hou Sing acquired 2,480,000 shares of restricted common stock of the Issuer pursuant to certain securities purchase agreement by and among Mr. Xianfu Han, Mr. Weili He and Hou Sing dated May 16, 2018 in consideration for Hou Sing’s forgiveness of debt of $5,900,000 owed by Mr. Xianfu Han and Mr. Weili He.

On January 15, 2020, Hou Sing entered into certain debt assignment agreements with Ms. Na Wang and Ms. Wei Zhang, employees of the Issuer who previously loaned money to Beijing Xin Ao Concrete Group Co., Ltd. (“Beijing Xin Ao”), the Issuer’s variable interest entity, in the aggregate amount of RMB29,429,627 (approximately $4,264,422) (the “Debt”) and delivered the full payment to the two employees. On January 15, 2020, the board of directors of the Issuer approved the conversion of the Debt. On March 6, 2020, Hou Sing acquired 2,769,105 restricted ordinary shares of the Company from the conversion of the Debt.

On January 23, 2020, the Issuer entered into certain securities purchase agreement with Hou Sing pursuant to which the Issuer agreed to sell an aggregate of 2,000,000 restricted ordinary shares to Hou Sing at a per share purchase price of $1.00. On March 12, 2020, the transaction contemplated by the securities purchase agreement consummated after all closing conditions were met and the Issuer issued the Shares to Hou Sing.

On April 1, 2020, the Issuer issued 276,290 restricted ordinary shares to Hou Sing in consideration for Hou Sing’s forgiveness of debt of $389,570 owed by the Issuer.

On August 11, 2020, Hou Sing sold 700,000 restricted ordinary shares to Guiying Yang pursuant to certain share purchase agreement by and between Hou Sing and Guiying Yang dated July 23, 2020, in exchange for consideration of $1,190,000.

On August 11, 2020, Hou Sing transferred 3,000,000 restricted ordinary shares to Jie Yang pursuant to certain share purchase agreement by and between Hou Sing and Mr. Jie Yang dated July 23, 2020, in consideration for Yang Jie’s forgiveness of debt of $6,000,000 owed by Hou Sing.

Item 4.

Purpose of Transaction.

Item 4 of the Original 13D, as amended, is hereby amended and restated as follows:

The Reporting Persons acquired the shares for investment purposes in the belief that the shares represent an attractive investment opportunity. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Representatives of the Reporting Persons may have discussions from time to time with the Issuer, other shareholders and third parties relating to the Issuer, strategic alternatives that may be available to the Issuer and the Issuer’s business, operations, assets, capitalization, financial condition, governance, management and future plans, including in respect of one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D of the Act. There can be no assurance as to the outcome of any of the discussions referred to in this Schedule 13D.

Depending on various factors, including the Issuer’s financial position and strategic direction, the outcome of the discussions referenced above, actions taken by the board of directors of the Issuer, price levels of the securities of the Issuer, other investment opportunities available to the Reporting Persons, the availability and cost of debt financing, the availability of potential business combination and other strategic transactions, conditions in the capital markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investments in the Issuer as they deem appropriate, including acquiring or disposing of securities of the Issuer, entering into financial instruments or other agreements which increase or decrease the Reporting Person’s economic exposure with respect to their investments in the Issuer, engaging in any hedging or similar transactions with respect to such holdings and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D of the Act.

Except as set forth in this Item 4 or Item 6 below, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act.

Item 5.

Interest in Securities of the Issuer.

Item 5 of the Original 13D, as amended, is hereby amended and restated as follows:

(a)-(b)

The responses to Items 7 - 13 of the cover pages of this Schedule 13D are incorporated herein by reference.

(c)

Other than the acquisition of the shares as reported in this Schedule 13D, no actions in the ordinary shares of the Issuer were effected during the past sixty (60) days by the Reporting Persons.

(d)

None

(e)

N/A

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Original 13D, as amended is hereby amended and restated as follows:

Except the Voting Agreement by and among Mr. Xianfu Han, Mr. Weili He and Hou Sing dated May 16, 2018, the securities purchase agreement between Hou Sing and the Issuer dated January 23, 2020, and the debt conversion agreement between Hou Sing and the Issuer dated January 15, 2020, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and any other person with respect to any securities of the Issuer, including, but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies .

Item 7.

Material to be Filed as Exhibits.

99.1		Share Purchase Agreement, dated July 23, 2020, by and between Hou Sing International Business Limited and Jie Yang
99.2		Share Purchase Agreement, dated July 23, 2020, by and between Hou Sing International Business Limited and Guiying Yang
99.3		Joint Filing Agreement

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and accurate.

	Date: August 21, 2020

	Hou Sing International Business Limited

	By:	/s/ Aung Tun
	Name:	Aung Tun
	Title:	Director

	Aung Tun

	By:	/s/ Aung Tun

EX-99.1 2 ea125896ex99-1_color.htm SHARE PURCHASE AGREEMENT, DATED JULY 23, 2020, BY AND BETWEEN HOU SING INTERNATIONAL BUSINESS LIMITED AND JIE YANG

Exhibit 99.1

SHARE PURCHASE AGREEMENT

This Share Purchase Agreement dated July 23^rd, 2020, once fully executed and delivered, constitutes an agreement (the “Agreement”) of Jie Yang (the “Purchaser”) to purchase from Hou Sing International Business Limited (the “Seller”), and of Seller to sell to the Purchaser 3,000,000 ordinary shares (the “Ordinary Shares”), par value $0.001, of Color Star Technology Co., Ltd., a Cayman Islands company (the “Company”) as indicated in Section 1 below, which the Seller presently owns.

The terms and conditions of this Agreement are as follows:

Sale of the Company’s Ordinary Shares.

In consideration of the aggregate amount of $6,000,000 (the “Purchase Price”), Seller agrees to sell, and the Purchaser agrees to purchase 3,000,000 Ordinary Shares, at the price $2 per share (the “Shares”).

The Seller has a preexisting debt of $6,000,000 owed the Purchaser, and the Purchaser agrees to accept the Shares as the full repayment of such debt.

Following due execution of this Agreement, the Seller shall deliver the certificates representing the Shares, with all of the fees, instructions and signatures required to transfer the Shares to the Purchaser, to the Company’s transfer agent Action Stock Transfer located at 2469 E. Fort Union Blvd, Suite 214 Salt Lake City, UT 84121. In the instructions, Seller shall instruct the Company’s transfer agent to cancel the Sellers’ certificate representing the Shares and reissue the Shares in the names of the Purchaser and to the Purchaser as follows:

Purchaser’s Name	Amount of Shares to be Transferred	Mailing Address

Jie Yang	3,000,000 Ordinary Shares	800 3rd Ave, Suite 2800, New York, NY 10022

The Closing of the transactions contemplated by this Agreement shall be deemed to have occurred upon the delivery of the certificates representing the Shares to the Purchaser (the “Closing”).

Purchaser represents and warrants to Seller as follows:

Purchaser has the full power and authority to enter into this Agreement and to carry out its obligations hereunder.

This Agreement has been duly executed and delivered by Purchaser and creates a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms.

The Purchaser is buying the Shares solely for its own account, for investment and not with a view to resale in connection with a distribution thereof.

The Purchaser agrees to hold harmless Seller from any losses Purchaser may sustain from any resale or disposition of the Shares.

The execution and delivery of this Agreement and the consummation of the transactions contemplated herein will not conflict with or violate any law, regulation, court order, judgment or decree applicable to Purchaser or any agreement to which Purchaser is a party, or, in the case of any such law, regulation, court order, judgment, decree or agreement, by which the property of Purchaser is bound or affected.

The Purchaser is a either a 1) corporation, partnership or limited liability company that is a Qualified Institutional Buyer (QIB), acting for its own account or for the account of other QIBs, that in the aggregate owns and invests on a discretionary basis at least $100 Million in securities of issuers that are not its affiliates or 2) an "accredited investor" as that term is defined in Rule 501 promulgated under the Securities Act of 1933, as amended (the “Act”).

The Purchaser has a net worth and income such that the loss of his, her or its entire investment in the Shares will not adversely affect the Purchaser’s financial condition, business or lifestyle.

The Purchaser has such knowledge, business and investment experience that Purchaser is fully capable of understanding the merits and risks associated with an investment in the Shares.

The representations made in this Agreement by Purchaser are deemed to be remade as of the Closing.

The Purchaser is not in possession of any material nonpublic information regarding the Company.

The Purchaser understands that investment in the Shares is an illiquid investment. In particular, they recognize that: (i) they must bear the economic risk of investment in the Shares for an indefinite period of time, since the Shares have not been registered under the Securities Act and therefore cannot be sold unless either they are subsequently registered under the Securities Act or an exemption from such registration is available.

The Purchaser has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of the Investor’s investment in the Shares and is able to bear such risks, and has obtained, in the Investor’s judgment, sufficient information from the Company to evaluate the merits and risks of such investment. The Purchaser has evaluated the risks of investing in the Shares, understands there are substantial risks of loss incidental to the purchase of the Shares and has determined that the purchase of Shares is a suitable investment for the Purchaser.

The Purchaser’s investment objective is speculative in that they seek the maximum total return through an investment in a broad spectrum of securities, which involves a higher degree of risk than other investment styles and therefore their risk exposure is also speculative.

The Purchaser has read the Company’s SEC filings and other publicly available information.

The Purchaser understands that the Shares have not been registered for resale under the Act, and, therefore, may not be resold in the absence of such a registration or otherwise in reliance upon the safe harbor provisions provided by Rule 144 promulgated under the Act. The Purchaser also understands that the Shares are being offered and sold in reliance upon the exemptions of Regulation S under the Securities Act (the “Regulation S”). The Purchaser further represents that he is familiar with and understands both Rule 144 and Regulation S. The Purchaser understands that Seller is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the eligibility of the Purchaser to acquire the Shares and the Purchaser acknowledges that it is not relying on any representation or warranty by Seller except as expressly set forth in section 3.

Seller represents and warrants to the Purchaser as follows:

Seller has the full power and authority to enter into this Agreement and to carry out its obligations hereunder.

Seller is the beneficial and record owner of the Shares and has good and marketable (except for applicable securities law restrictions) title to the Shares, free and clear of all liens, claims, charges, security interests, and encumbrances of any kind or nature. Seller further represents that the Shares are restricted.

This Agreement has been duly executed and delivered by Seller and is the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.

The Seller releases and forgoes claim to any and all profits and gains on the Shares incurred after the Closing.

The Seller is not in possession of any material nonpublic information regarding the Company.

Seller has provided the Purchaser with such information regarding the Company as is available to the Purchaser.

The Seller understands that Purchaser is relying upon the truth and accuracy of, and the Seller’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Seller set forth herein and the Seller acknowledges that it is not relying on any representation or warranty by Purchaser except as expressly set forth in section 2.

The representations made in this Agreement by Seller are deemed to be remade as of the Closing.

Each of Purchaser and Seller agree as follows:

Seller shall hold Purchaser harmless for any commission and/or fees agreed to be paid by Seller to any broker, finder or other person or entity acting or purporting to act in a similar capacity and Purchaser shall hold Seller harmless for any commission and/or fees agreed to be paid by Purchaser to any broker, finder or other person or entity acting or purporting to act in a similar capacity.

To furnish to the other such additional information regarding themselves and the Company as the other shall reasonably request prior to closing and which may be obtained without any unreasonable hardship or expense in connection with the consummation of the transactions contemplated in this Agreement.

To do all things reasonably necessary or convenient before or after the closing, and without further consideration, to consummate the transactions contemplated herein.

Indemnification by the Purchaser: The Purchaser agrees to indemnify, defend and hold harmless Seller against and in respect of any loss, damage, deficiency, cost or expense (including without limitation reasonable attorneys’ fees) resulting from any breach by Purchaser of any of the representations, warranties, covenants or agreements of Purchaser contained in this Agreement.

Indemnification by the Seller: Seller agrees to indemnify, defend and hold harmless the Purchaser against and in respect of any loss, damage, deficiency, cost or expense (including without limitation reasonable attorneys’ fees) resulting from any breach by Seller of any of the representations, warranties, covenants or agreements of Seller contained in this Agreement.

Jurisdiction and Venue; Choice of Law; Waiver of Jury Trial; Attorneys’ Fees: The sole and exclusive jurisdiction and venue for any action or proceeding arising from or relating to this Agreement shall be the federal and state courts located in the City and County of New York, State of New York, and all parties hereto consent to the jurisdiction of such courts. This Agreement shall be deemed to have been executed and delivered within the State of New York, and any disputes arising from or relating to this Agreement shall be governed by the laws of the State of New York. All parties hereto agree that they irrevocably waive their right to a trial by jury in any action or proceeding arising from or relating to this Agreement. If any action or proceeding is brought by any party arising from or relating to this Agreement or in any appeal therefrom, it is agreed that the prevailing party shall be entitled to reasonable attorneys’ fees to be fixed by the arbitrator, trial court, and/or appellate court if such party substantially prevails on all the issues in dispute. All questions as to the interpretation and effect of this Agreement shall be determined under the laws of the State of New York.

Survival: The representations and warranties contained herein shall survive the closing date for a period of one (1) year, except for Section 3 (b) which will last indefinitely.

Notice: Any notices required or permitted to be given under the terms of this Agreement shall be sent by certified or registered mail (return receipt requested) or delivered personally or by courier (including a recognized overnight delivery service) or by facsimile and shall be effective five days after being placed in the mail, if mailed by regular United States mail, or upon receipt, if delivered personally or by courier (including a recognized overnight delivery service) or by facsimile, in each case addressed to a Party.

10.

Counterparts: This Agreement may be executed by facsimile or scanned document via email in two or more counterparts, each of which shall be deemed an original and together shall constitute one and the same Agreement.

11.

Parties in Interest. This Agreement may not be transferred, assigned, pledged or hypothecated by any party hereto, other than by operation of law. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

[Signature page follows]

IN WITNESS WHEREOF, this Agreement is executed the day and year first above written.

PURCHASER

By:	/s/ Jie Yang
Name: Jie Yang

SELLER

By:	/s/ Aung Tun
Name: Hou Sing International Business Limited

EX-99.2 3 ea125896ex99-2_color.htm SHARE PURCHASE AGREEMENT, DATED JULY 23, 2020, BY AND BETWEEN HOU SING INTERNATIONAL BUSINESS LIMITED AND GUIYING YANG

Exhibit 99.2

SHARE PURCHASE AGREEMENT

This Share Purchase Agreement dated July 23^rd, 2020, once fully executed and delivered, constitutes an agreement (the “Agreement”) of Guiying Yang (the “Purchaser”) to purchase from Hou Sing International Business Limited (the “Seller”), and of Seller to sell to the Purchaser 700,000 ordinary shares (the “Ordinary Shares”), par value $0.001, of Color Star Technology Co., Ltd., a Cayman Islands company (the “Company”) as indicated in Section 1 below, which the Seller presently owns.

The terms and conditions of this Agreement are as follows:

Sale of the Company’s Ordinary Shares.

In consideration of the aggregate amount of $1,190,000 (the “Purchase Price”), Seller agrees to sell, and the Purchaser agree to purchase 700,000 Ordinary Shares, at the price $1.7 per share (the “Shares”).

Following due execution of this Agreement and immediately upon Purchaser’s delivery of the wire transfer confirmation of the Purchase Price, the Seller shall deliver the certificates representing the Shares, with all of the fees, instructions and signatures required to transfer the Shares to the Purchaser, to the Company’s transfer agent Action Stock Transfer located at 2469 E. Fort Union Blvd, Suite 214 Salt Lake City, UT 84121. In the instructions, Seller shall instruct the Company’s transfer agent to cancel the Sellers’ certificate representing the Shares and reissue the Shares in the names of the Purchaser and to the Purchaser as follows:

Purchaser’s Name	Amount of Shares to be Transferred	Mailing Address

Guiying Yang	700,000 Ordinary Shares	800 3rd Ave, Suite 2800, New York, NY 10022

The Closing of the transactions contemplated by this Agreement shall be deemed to have occurred upon the delivery of the certificates representing the Shares to the Purchaser and the Purchase Price to the Seller (the “Closing”).