CX Network Group, Inc. Form 8-K Current Event Report Filed 2021

SECURITIES AND EXCHANGE COMMISSION

FORM 8-K Current report filing

Filing Date: 2021-05-18 | Period of Report: 2021-05-17 SEC Accession No. 0001213900-21-027681

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FILER CX Network Group, Inc. Mailing Address Business Address RM 1801 VANKE BUILDING, RM 1801 VANKE BUILDING, CIK:1502557| IRS No.: 320538640 | Fiscal Year End: 0930 NORTHWEST HONG 7 NORTHWEST HONG 7 Type: 8-K | Act: 34 | File No.: 333-169805 | Film No.: 21936927 HONGTUPIAN DISTRICT HONGTUPIAN DISTRICT SIC: 8200 Educational services NANCHENG RESIDENTIAL NANCHENG RESIDENTIAL DONGGUAN, GUANGDONG DONGGUAN, GUANGDONG PROVINCE F4 523000 PROVINCE F4 523000 86-755-26412816

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): May 17, 2021

CX NETWORK GROUP, INC. (Exact name of registrant as specified in its charter)

Nevada 333-169805 32-0538640 (State or other jurisdiction (IRS Employer (Commission File Number) of incorporation) Identification No.)

Room 1205, 1A Building, Shenzhen Software Industry Base, Xuefu Rd, Nanshan District, Shenzhen, Guangdong Province, China, 518005 (Address of Principal Executive Offices)

Registrant’s telephone number: +86- 1755-26412816

(Former name or former address, if changed since last report)

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 ( see General Instruction A.2. below):

☐ 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 No. Description of Item Page No.

Item 1.01 Entry Into a Material Definitive Agreement 1 Item 2.01 Completion of Acquisition or Disposition of Assets 1 Item 3.02 Unregistered Sales of Equity Securities 2 Item 5.01 Change in Control of Registrant 2 Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers 2 Item 9.01 Financial Statements and Exhibits 4

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

This report contains forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties.

Item 1.01. Entry into a Material Definitive Agreement

The information contained in Item 2.01 below describes the various agreements entered into effective as of May 17, 2021.

Item 2.01 Completion of Acquisition or Disposition of Assets

The Share Exchange with Kun Peng International Holding Limited

On May 17, 2021, we entered into a share exchange agreement (“Share Exchange Agreement”) with (i) Kun Peng International Holding Limited (“KP International”), a limited liability company incorporated in British Virgin Islands on April 20, 2021, and (ii) the five members of KP International to acquire all the issued and outstanding capital stock of KP International in exchange for the issuance to those members of an aggregate of 34,158,391 shares of our common stock (“Reverse Acquisition”). Pursuant to the terms of the Exchange Agreement, and as a condition to the completion of the transactions contemplated by the Share Exchange Agreement, the Company also agreed to enter into an agreement with Wenhai Xia (“the Stockholder”), to cancel an aggregate of 15,973,430 shares of the Company’s Common Stock owned by the Stockholder. The Reverse Acquisition was closed on May 17, 2021.

None of the KP International’s Stockholders is a U.S. Person (as that term is defined in Regulation S of the Securities Act of 1933) and KP International acquired our shares in the Reverse Merger outside of the United States.

In issuing these securities to KP International’s Stockholders, we relied upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 4(a)(2) of the Securities Act, which exempts transactions by an issuer not involving any public offering, and/or Regulation S promulgated by the U.S. Securities and Exchange Commission (the “SEC”). Among other things, the offer or sale was made in an offshore transaction and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing. In addition, each of the recipients of the shares certified that he/she/it is not a U.S. person and is not acquiring the securities for the account or benefit of any U.S. person and agreed to resell such securities only in accordance with the provisions of Regulation S, pursuant to registration under the Act, or pursuant to an available exemption from registration; and agreed not to engage in hedging transactions with regard to such securities unless in compliance with the Act.

Business of KP International

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Through its subsidiaries and interest in a variable interest entity in the Peoples Republic of China, KP International offers access to health care products and services through its mobile (King Eagle Mall) and physical (Smart Kiosk) platforms.

King Eagle Mall is a mobile social e-commerce platform, which promotes preventive health care products and services as ● its core business. It adopts the S2B2C business model and integrates many major health care products and services. Smart Kiosk is a physical platform which focuses on developing a “small shop economy”. It is integrated with the ● King Eagle Mall which creates a “social, health and physical store” to provide people with a more professional and comprehensive preventive health care products and services.

Accounting Treatment; Change of Control

Pursuant to the “Reverse Acquisition,” and KP International is deemed to be the acquirer. Consequently, the assets and liabilities and the historical operations that will be reflected in the financial statements prior to the Business Combination will be those of KP International and its consolidated subsidiaries and will be recorded at the historical cost basis of KP International, and the consolidated financial statements after consummation of the Business Combination will include the assets and liabilities of KP International and its subsidiaries and VIE, historical operations of KP International and its subsidiaries and VIE, and operations of CX Network Group, Inc. from the Closing Date of the Reverse Acquisition.

Pursuant to the Business Combination, a change of control of CX Network Group, Inc. occurred as of the Closing Date. Except as described in this Report, no arrangements or understandings exist among present or former controlling shareholders with respect to the election of members of our Board and, to our knowledge, no other arrangements exist that might result in a change of control of the CX Network Group, Inc.

We continue to be a “smaller reporting company,” as defined under the Exchange Act, following the Reverse Acquisition.

Item 3.02 Unregistered Sales of Equity Securities.

On May 17, 2021, we entered into a share exchange agreement (“Share Exchange Agreement”) with (i) Kun Peng International Holding Limited (“KP International”), a limited liability company incorporated in British Virgin Islands, and (ii) the five members of KP International to acquire all the issued and outstanding capital stock of KP International in exchange for the issuance to those members of an aggregate of 34,158,391 shares of our common stock. Pursuant to the terms of the Exchange Agreement, and as a condition to the completion of the transactions contemplated by the Share Exchange Agreement, the Company also agreed to enter into an agreement with Wenhai Xia (“the Stockholder”), to cancel an aggregate of 15,973,430 shares of the Company’s Common Stock owned by the Stockholder.

In issuing the 34,158,391 shares of our common stock to the five KP International’s Stockholders, we relied upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”) provided by Section 4(a)(2) of the Act, which exempts transactions by an issuer not involving any public offering, and/or Regulation S promulgated by the U.S. Securities and Exchange Commission (the “SEC”). Among other things, the offer or sale was made in an offshore transaction and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing. In addition, each of the recipients of the shares certified that he/she/it is not a U.S. person and is not acquiring the securities for the account or benefit of any U.S. person and agreed to resell such securities only in accordance with the provisions of Regulation S, pursuant to registration under the Act, or pursuant to an available exemption from registration; and agreed not to engage in hedging transactions with regard to such securities unless in compliance with the Act.

Item 5.01 Change in Control of Registrant.

Reference is made to the disclosure made under Item 1.01 and Item 2.01 which is incorporated herein by reference.

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

In connection with the closing of the Reverse Takeover described above in Item 2.01 Mr. Wenhai Xia, our sole officer and director resigned from his positions as Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, and sole director, and appointed the following persons as Directors and Executive Officers of the Company effective with his resignation.

The following table sets forth certain information concerning our newly appointed directors and executive officers:

Name Age Position

Ms. Xiangyi Mao 55 Chief Executive Officer

Ms. Yuanyuan Zhang 40 Chief Financial Officer

Mr. Yanlu Li 59 Vice President

Mr. Richun Zhuang 57 Director

Ms. Chengyuan Li 34 Director

Ms. Xiangyi Mao, Chief Executive Officer

Ms. Mao graduated from Dongbei University with a major in Finance and Economics and earned a bachelor degree of Business Administration. In October 1984, Ms. Mao started her career at Foreign Trade Division II of Heilongjiang Department of Foreign Trade and Economic Cooperation (Provincial Department of Foreign Trade and Economic Cooperation) where she was responsible for the import and export trade with Russia. From May 1991-December 2000, she served as Deputy General Manager and Chief Executive Officer at Shenzhen Haitian Publishing House where she was responsible for analyzing and summarizing the company’s administrative businesses. Ms. Mao was a Senior Manager at Amway (China) Co., Ltd from December 2000 through July 2005 and Marketing Operation Director at Shenzhen Neptunus Pharmaceutical Group from April 2006 through January 2009.

In March 2009, Ms. Mao was appointed as Board Chairman of Shenzhen Wugufeng Ecological Agriculture Technology Development Co., Ltd. It was the first company to introduce Australian capital into agricultural projects, and the first company to establish a farmers’ cooperative, with 24 agricultural demonstration and cooperation bases in the whole country, and advocating the characteristic philosophy from farm to table directly; setting up 507 Wugufeng organic food stores; the productive value in three years reached RMB 70 million yuan.

From May 2012 through September 2015, Ms. Mao served as a Chief Executive Officer of Xinkeqi E-Commerce Co., Ltd. where she managed the operation of the entire company and formulated the annual work plans of the subsidiaries and affiliated departments in six major districts in the PRC.

Ms. Mao was a Vice President at Shanghai Chicmax Group Kans Cosmetics Co., Ltd. from September 2015-July 2019 where she was responsible for managing the group’s development direction, reviewing the development strategy and providing opinions.

Ms. Mao established Nanao (Shanghai) Health Management Co., Ltd. and acted as Board Chairman in October 2019. Since November 2020, Ms. Mao joined King Eagle (Tianjin) as Chief Executive Officer and was appointed as the Chief Executive Officer of KP International in April 2021.

Ms. Yuanyuan Zhang, Chief Financial Officer

Ms. Zhang attended at Beijing College of Science and Technology and earned a bachelor’s degree in international finance in 2005. Ms. Zhang developed her career as a sales specialist at Fenghua Haojing Real Estate where she achieved sales of approximately RMB 120 million during her tenure from September 2005 through December 2006. She then became a Sales Manager at Tianan Tiandi Real Estate Development Co., Ltd from January 2007 through March 2012. Ms. Zhang was appointed as a Marketing Director at

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Tongbang Real Estate Brokerage Co., Ltd for two years from April 2012 and General Manager at One Central Apartment project of Sunac Real Estate Company from May 2014 through August 2015. Thereafter, she was a General Manager at Beijing Jinfeng Venture Real Estate Brokerage and an Assistant to Secretary General at China Association of Real Estate Investment & Financing.

In October 2017, Ms. Zhang established her own business, “Fre Flo Bread & 16”. Since July 2020, she became our Executive Deputy General Manager of King Eagle (China) and was appointed as our Chief Financial Officer of KP International in April 2021.

Mr. Yanlu Li, Vice President

Mr. Li attended at Heilongjiang Machinery Manufacturing School and studied mechanical processing in 1981. He started his career as a mechanics in Heilongjiang Kiamusze Light Industry Machinery Plant. He then furthered his studies in mechanical engineering at Kiamusze Institute of Technology from September 1983 through July 1987 and earned a Bachelor degree in July 1987.

After his graduation from Kiamusze Institute of Technology, Mr. Li became an Assistant Engineer at Kiamusze Light Industry Machinery Plant from August 1987 through December 1990. In January 1991, he enhanced his career as a General Manager at Kiamusze Ceramics Store and became a Legal Representative/General Manager of Kiamusze Ceramic Refractory Material Distribution Office in June 1992 until December 1999.

In January 2000, Mr. Li joined Amway (China) Co., Ltd as a distributor. From June 2010 through July 2013, Mr. Li served as a Legal Representative and General Manager at Beijing Dongze Education Technology Co., Ltd. From August 2013 through April 2018, Mr. Li served as a distributor of Shaklee (China) Co., Ltd. In May 2018, Mr. Li joined Lehua Tongrentang (Tianjin) Sales Company as a General Manager. In June 2020, Mr. Li joined King Eagle (China) as Vice President and then appointed as Vice President of KP International in April 2021.

Mr. Richun Zhuang, Director

Mr. Richun Zhuang obtained a bachelor degree in Political Studies from Heilongjiang Province National College in 1983. He started his career as a secretary at Heilongjiang Province Wangkui County Public Transport Bureau until 1989. Then he was promoted to the Deputy General of Heilongjiang Province Wangkui County Transport Management Station in 1989. He then transferred to Heilongjiang Daqing Long-distance Bus Station as Chief Dispatcher in 1991. In 2008, Mr. Zhuang was appointed as Vice President, Marketing of Wuxi Kangjiafu Technology Co., Ltd. He joined Beijing Luji Culture Media Co., Ltd as Chief Executive Officer in 2017. In June 2020, he joined King Eagle (China) as General Consultant focusing on enterprise operation and strategic planning. On May 14, 2021, Mr. Zhuang was appointed as our Director of KP International.

Ms. Chengyuan Li, Director

Ms. Li earned an Associate Degree in Computer Information System at Beihua University in 2006 and Bachelor Degree in Finance at Harbin Institute of Finance in 2020. Ms. Li established her trading business in health care supplies through Wangkuihua Trading Company from September 2006 through September 2015. In September 2015, she joined Wangkui Daren Pharmaceuticals Co. Ltd as Quality Control Coordinator. In June 2020, she joined King Eagle (China) as Business Consultant and was appointed as our Director of KP International in April 2021.

Our directors hold their positions until the next annual meeting of shareholders and until her successor is elected and qualified by our shareholders, or until earlier death, retirement, resignation or removal.

Employment Agreements

We have entered into employment agreements with our Chief Executive Officer, Chief Financial Officer and Vice President.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibits are filed with this report:

10.1 Share Cancellation Agreement

10.2 Share Exchange Agreement

10.3 Employment Agreement of Mr. Xiangyi Mao

10.4 Employment Agreement of Yuanyuan Zhang

10.5 Employment Agreement of Yanlu Li

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.

Date: May 18, 2021 /s/ Wenhai Xia Name: Title: Chief Executive Officer and Director

SHARE CANCELLATION AGREEMENT

THIS SHARE CANCELLATION AGREEMENT (this “Agreement”) is made and entered into as of this 17th day of May 2021, by and between CX Network Group, Inc., a Nevada corporation (the “Company”), and Mr. Wenhai Xia (the “Stockholder”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Share Exchange Agreement (as hereinafter defined).

RECITALS

WHEREAS, the Company has entered into a Share Exchange Agreement, in the form attached hereto as Exhibit A (the “Exchange Agreement”) pursuant to which the Company will acquire 100% of the issued and outstanding Ordinary Shares of Kun Peng International Holdings Limited, a British Virgin Islands Company (“KPI”) in exchange for the issuance of up to an aggregate of 34,158,391 (the “Share Exchange”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”);

WHEREAS, pursuant to the terms of the Exchange Agreement, and as a condition to the completion of the transactions contemplated by the Exchange Agreement, the Company agreed to enter into an agreement with the Stockholder to cancel an aggregate of 15,535,309 shares of the Company’s Common Stock (the “Cancellation Shares”) owned by the Stockholder; and

WHEREAS, upon the Closing of the Share Exchange and after taking effect to the cancellation of the Cancellation Shares pursuant to this Agreement, the Shareholder shall retain an aggregate of 1,148,025 shares of Common Stock (the “Retained Shares”).

WHEREAS, the Stockholder acknowledges that he would benefit from the completion of the transactions contemplated by the Exchange Agreement.

NOW, THEREFORE, for and in consideration of the execution and delivery of the Exchange Agreement, and the payment of good and valuable consideration pursuant to the Exchange Agreement, the receipt and sufficiency of which is hereby acknowledged, the Company and the Stockholder, each intending to be legally bound by this Agreement, hereby agree as follows:

AGREEMENT

1. DUTIES

1.1 Rights and Obligations of the Parties. The parties shall be entitled to such rights and shall perform such duties as set forth herein. In the event that the terms of this Agreement conflict in any way with the provisions of the Exchange Agreement, the Exchange Agreement shall control.

1.2 Cancellation of Shares. On the Closing Date, the Cancellation Shares held by the Stockholder shall be deemed automatically cancelled as issued and outstanding and returned to the Company as authorized and unissued; provided, however, that the Stockholder shall continue to hold the Retained Shares.

1.3 Execution of Further Documentation. The Stockholders agree to execute any and all documents, including, but not limited to, stock powers for the stock certificates representing the Cancellation Shares, as the Company reasonably determines necessary to effect the cancellation of the Cancellation Shares pursuant to the terms of this Agreement.

2. DIVIDENDS; VOTING RIGHTS; STOCK SPLITS

2.1 Cash Dividends; Voting Rights. Prior to the Closing of the Share Exchange in accordance with the Exchange Agreement, the Stockholder shall have rights to cash or stock dividends with respect to the Cancellation Shares, if any, and have rights to vote the Cancellation Shares, if any such matter requiring stockholder approval shall arise. Following the Closing of the Share Exchange, the

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Stockholder shall have rights to cash or stock dividends with respect to the Retained Shares, if any, and have rights to vote the Retained Shares, if any such matter requiring stockholder approval shall arise.

2.2 Stock Splits; Stock Dividends. In the event of any stock split or other similar transaction with respect to the Company’s Common Stock that becomes effective prior to the Closing of the Share Exchange, the additional shares issued with respect to the Cancellation Shares shall be similarly cancelled.

3. MISCELLANEOUS

3.1 Transferability. None of the rights and obligations of the Stockholder hereunder shall be transferable.

3.2 Notices. Any notices or other communications required or permitted under this Agreement shall be in writing and shall be sufficiently given if sent by (i) registered or certified mail, postage prepaid, addressed as follows, (ii) facsimile to the facsimile numbers identified below or (iii) overnight courier (such as UPS or FedEx), addressed as follows:

If to the Company:

CX Network Group, Inc. Room 1205, 1A Building, Shenzhen Software Industry Base, Xuefu Rd, Nanshan District, Shenzhen, China Attention: Wenhai Xia

If to the Stockholder:

Wenhai Xia C/O CX Network Group, Inc. Room 1205, 1A Building, Shenzhen Software Industry Base, Xuefu Rd, Nanshan District, Shenzhen, China or such other person or address as shall be furnished in writing by any of the parties and any such notice or communication shall be deemed to have been given as of the date so mailed.

3.3 Construction. The validity, enforcement and construction of this Agreement shall be governed by the laws of the State of Nevada, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

3.4 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legatees, assigns and transferees, as the case may be.

3.5 Severability. If any provision or section of this Agreement is determined to be void or otherwise unenforceable, it shall not affect the validity or enforceability of any other provisions of this Agreement which shall remain enforceable in accordance with their terms.

3.6 Interpretation. The headings and subheadings contained in this Agreement are for reference only and for the benefit of the parties and shall not be considered in the interpretation or construction of this Agreement. This Agreement shall be construed and interpreted without regard to any rule or presumption requiring that it be construed or interpreted against the party causing it to be drafted.

3.7 Execution in Counterparts. This Agreement may be executed in any number of counterparts (including facsimile counterparts), each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

3.8 Amendments. This Agreement may be amended from time to time but only by written agreement signed by all of the parties hereto.

3.9 Entire Agreement. This Agreement constitutes the entire understanding and agreement of the parties relating to the subject matter hereof and supersedes any and all prior understandings, agreements, negotiations and discussions, both written and oral, between the parties hereto with respect to the subject matter hereof.

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document IN WITNESS WHEREOF, the parties have executed this Share Cancellation Agreement as of the day and year first above written.

CX NETWORK GROUP, INC.

By: /s/ Wenhai XIA Wenhai Xia, CEO and President

STOCKHOLDER

WENHAI XIA

/s/ Wenhai XIA Wenhai Xia, an individual

Exhibit A

Exchange Agreement

SHARE EXCHANGE AGREEMENT

This Share Exchange Agreement (this “Agreement”) is made and entered into this 17th day of May 2021 by and among CX NETWORK GROUP, INC. (“CXN” and Seller), a company formed under the laws of Nevada, KUN PENG INTERNATIONAL HOLDINGS LIMITED, (“KPI”), a British Virgin Islands company limited by shares, and KPI’s shareholders, Kunpeng Tech Limited, Kunpeng TJ Limited, Pui Chun Wong, Sheng Liao, and Wenqiang Wang (the “KPI Shareholders”). KPI, the KPI Shareholders, and CXN shall be sometimes collectively referred to as the “Company” and “Buyers”).

WHEREAS, the KPI Shareholders are the owners of record of 100% of the issued and outstanding shares of KPI; and

WHEREAS, the KPI Shareholders desire to acquire from CXN an aggregate of 34,158,391, or approximately 85.4%, of CXN’s shares of Common Stock, par value $0.0001 per share (the “CXN Shares”), in exchange for 100% of the outstanding shares of KPI (the “Exchange Shares”); and

WHEREAS, the offer and sale of the CXN Shares by CXN is intended to be exempt from the registration provisions of Section 5 under the Securities Act of 1933, as amended, (the “Securities Act”) pursuant to the provisions of Regulation S (“Regulation S”) which was adopted by the Securities and Exchange Commission (the “SEC”) under the Securities Act.

NOW, THEREFORE, in consideration of the mutual terms, conditions, and other agreements set forth herein, the parties hereto hereby agree as follows:

ARTICLE I SHARE EXCHANGE

Section 1.01 Share Exchange. Subject to the terms and conditions of this Agreement, at the Closing, the KPI Shareholders transfer to CXN all of the shares that they hold in KPI (which constitutes 100% of the equity ownership of KPI) and, in consideration therefor, CXN shall issue an aggregate of 34,158,391 newly issued, fully paid and non-assessable shares of CXN, par value $0.0001, to the KPI Shareholders as follows:

Kunpeng Tech Limited 1,964,107 CXN Shares Kunpeng TJ Limited 6,575,490 CXN Shares Pui Chun Wong 22,202,954 CXN Shares Sheng Liao 1,707,920 CXN Shares Wenqiang Wang 1,707,920 CXN Shares

ARTICLE II CLOSING

Section 2.01 Date and Place of Closing. The closing (the “Closing”) of the transactions contemplated hereby shall be, subject to the satisfaction or waiver of the applicable conditions set forth herein, take place in Beijing, China, at the offices of King Eagle (as defined below), or other place as the parties may mutually agree, at 10:00 a.m. (Beijing, China Time) on or before May 21, 2021 (“Closing Date”); provided that the Parties may mutually agree in writing to a later date.

Section 2.02 Deliveries at Closing.

(a) At the Closing, CXN shall deliver to each KPI Shareholder a certificate evidencing the number of newly issued CXN Shares set forth in Section 1.01, above.

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) At or prior to the Closing, each KPI Shareholder shall deliver to CXN all of the shares that they own in KPI duly endorsed for transfer to CXN together with a bought note, instrument of transfer, and such other documentation or instruments as shall be necessary to transfer the Exchange Shares.

ARTICLE III REPRESENTATIONS AND WARRANTIES OF CXN

CXN hereby represents, warrants, and agrees as of the date of this Agreement and the Closing Date as follows:

Section 3.01 Corporate Organization

a. CXN is a corporation duly organized, validly existing, and in good standing under the laws of Nevada, and has all requisite corporate power and authority to own its properties and assets and to conduct its business and is duly qualified to do business and in good standing in each jurisdiction in which the nature of the business conducted by it or the ownership or leasing of its properties makes such qualification and being in good standing necessary, except where the failure to be so qualified and in good standing will not have a material adverse effect on the business, operations, properties, assets, condition or results of operation of CXN.

b. Copies of the Certificate of Incorporation and Bylaws of CXN, with all amendments thereto to the date hereof, have been furnished to KPI and each of the KPI Shareholders, and such copies are accurate and complete as of the date hereof. The minute books of CXN are current as required by law, contain the minutes of all meetings of the Board of Directors and shareholders of CXN from its date of incorporation to the date of this Agreement, and adequately reflect all material actions taken by the Board of Directors and shareholders of CXN.

Section 3.02 Capitalization of CXN. The authorized capital stock of CXN consists of 40,000,000 shares of common stock, par value $0.0001 per share. As of the date hereof, CXN has 21,376,918 shares of common stock issued and outstanding. All of the issued shares of capital stock of CXN have been duly authorized, and are validly issued, fully paid and non-assessable. Mr. Wenhai Xia is the owner of 16,683,334 shares of CXN common stock, and he has agreed to cancel 15,535,309 shares that he holds and contribute them back to the Company. The cancellation and contribution of those shares to the Company by Mr. Xia will facilitate the transaction and adjust the capitalization of the CXN so that an additional 15,535,309 shares may be issued to the KPI Shareholders.

The parties agree that they have been informed of the issuances of these CXN Shares, and that all such issuances of CXN Shares pursuant to this Agreement will be in accordance with the provisions of this Agreement. All of the CXN Shares to be issued pursuant to this Agreement have been duly authorized, and will be validly issued, fully paid and non-assessable, and no personal liability will attach to the ownership thereof, and in each instance, they will have been issued in accordance with the registration requirements of applicable securities laws or an exemption therefrom. As of the date of this Agreement there are no outstanding options, warrants, agreements, commitments, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire any shares of capital stock or any un-issued or treasury shares of capital stock of CXN.

Section 3.03 Subsidiaries and Equity Investments. CXN has no subsidiaries or equity interest in any corporation, partnership, or joint venture except as provided in this Agreement.

Section 3.04 Authorization and Validity of Agreements. CXN has all corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby and upon the execution and delivery by KPI and the performance of its obligations herein, this Agreement will constitute a legal, valid and binding obligation of CXN. The execution and delivery of this Agreement by CXN and the consummation by CXN of the transactions contemplated hereby have been duly authorized by all necessary corporate action of CXN, and no other corporate proceedings on the part of CXN are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.

Section 3.05 No Conflict or Violation. The execution, delivery and performance of this Agreement by CXN do not and will not violate or conflict with any provision of its Certificate of Incorporation and Bylaws, and do not and will not violate any provision of law, or any order, judgment or decree of any court or other governmental or regulatory authority, nor violate or result in a breach of or constitute (with due notice or lapse of time or both) a default under, or give to any other entity any right of termination, amendment, acceleration or cancellation of any contract, lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document instrument to which CXN is a party or by which it is bound or to which any of its properties or assets is subject, nor will it result in the creation or imposition of any lien, charge or encumbrance of any kind whatsoever upon any of the properties or assets of CXN, nor will it result in the cancellation, modification, revocation or suspension of any of the licenses, franchises or permits to which CXN is bound.

Section 3.06 Consents and Approvals. No consent, waiver, authorization, or approval of any governmental or regulatory authority, domestic or foreign, or of any other person, firm or corporation is required in connection with the execution and delivery of this Agreement by CXN or the performance by CXN of its obligations hereunder.

Section 3.07 Absence of Certain Changes or Events.

a. As of the date of this Agreement, CXN does not know or have reason to know of any event, condition, circumstance or prospective development which threatens or may threaten to have a material adverse effect on the assets, properties, operations, prospects, net income or financial condition of CXN.

b. Since its inception, there has not been any declaration, setting aside or payment of dividends or distributions with respect to shares of capital stock of CXN.

c. Since its inception, there has not been an increase in the compensation payable or to become payable to any director or officer of CXN.

Section 3.08 Disclosure. This Agreement does not contain any untrue statement of a material fact or omit any material fact necessary in order to make the statements contained herein and/or therein not misleading.

Section 3.09 Litigation. There is no action, suit, proceeding or investigation pending or threatened against CXN that may affect the validity of this Agreement or the right of CXN to enter into this Agreement or to consummate the transactions contemplated hereby.

Section 3.10 Securities Laws.

a. CXN has complied in all material respects with applicable United States securities laws, rules, and regulations, as such laws, rules, and regulations apply to CXN and its securities.

b. All shares of capital stock of CXN have been issued in accordance with applicable United States securities laws, rules, and regulations. There are no stop orders in effect with respect to any of CXN’s securities.

Section 3.11 Tax Returns, Payments and Elections. CXN has timely filed all tax returns, statements, reports, declarations, and other forms and documents and has, to date, paid all taxes due.

Section 3.12 ’34 Act Reports. None of CXN’s filings with the SEC contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading, in light of the circumstances in which they were made.

Section 3.13 Survival. Each of the representations and warranties set forth in this Article III shall be deemed represented and made by CXN at the Closing as if made at such time.

Section 3.14 Legend. Each certificate representing the CXN Shares shall be endorsed with the following legends, in addition to any other legend required to be placed thereon by applicable United States federal or state securities laws:

“THESE SECURITIES ARE BEING OFFERED TO SHAREHOLDERS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE 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.”

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document “TRANSFER OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, 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.”

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF KPI AND EACH KPI SHAREHOLDER

KPI and the KPI Shareholders, severally, represent, warrant, and agree as follows as of the date of this Agreement and the Closing Date:

Section 4.01 Corporate Organization.

a. KPI is a corporation incorporated in the British Virgin Islands. It is duly organized, validly existing and in good standing in the British Virgin Islands and has all requisite corporate power and authority to own its properties and assets and to conduct its business and is duly qualified to do business, is in good standing in each jurisdiction wherein the nature of the business conducted by KPI or the ownership or leasing of its properties makes such qualification and being in good standing necessary, except where the failure to be so qualified and in good standing will not have a material adverse effect on the business, operations, properties, assets, condition or results of operation of KPI.

b. Copies of the Articles of Association and the Memorandum of Association of KPI, with all amendments thereto to the date hereof, have been furnished to CXN, and such copies are accurate and complete as of the date hereof. The minute books of KPI are current as required by law, contain the minutes of all meetings of the Boards of Directors and shareholders of KPI, and adequately reflect all material actions taken by KPI’s Board of Directors and KPI’s shareholders.

Section 4.02 Title to Exchange Shares and Chain of Ownership.

As of the date hereof and on the Closing Date, each KPI Shareholder represents and warrants that he/she/it has and will have good and marketable title to his/her/its Exchange Shares and that he/she/it is transferring his/her/its Exchange Shares to CXN free and clear of any liens, claims or encumbrances. Further, each KPI Shareholder has and will have the right to transfer his/her/its Exchange Shares without consent of any other person or entity.

KPI wholly owns Kunpeng (China) Industrial Development Company Limited, a Hong Kong limited liability company (“KCIDC”); KCIDC owns 92% of the equity of King Eagle (China) Co, Ltd. (PRC), which is a foreign invested entity in the Peoples Republic of China (“King Eagle China”); King Eagle China has entered into various agreements with King Eagle (Tianjin) Technology Co., Ltd. (“King Eagle Technology”) under which it effectively controls King Eagle Technology through a series of contracts or variable interest entity arrangements. Each of the above-listed companies is duly organized, validly existing, and in good standing under the laws of their jurisdictions of incorporation, and each has all requisite corporate power and authority to own its properties and assets, and to conduct its business as now conducted, and is duly qualified to do business, is in good standing in each jurisdiction wherein the nature of the business conducted by or the ownership or leasing of its properties makes such qualification and being in good standing necessary, except where the failure to be so qualified and in good standing will not have a material adverse effect on the business, operations, properties, assets, condition or results of operation of any of the companies.

Section 4.03 Authorization and Validity of Agreements. KPI has all corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by KPI, and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action, and no other corporate proceedings on the part of KPI are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. The KPI Shareholders have approved this Agreement on behalf of KPI, and no other stockholder approvals are required to consummate the transactions contemplated hereby. The KPI Shareholders are competent and duly authorized to

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document execute this Agreement and have the power to execute and perform this Agreement. No other proceedings on the part of KPI or any KPI Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.

Section 4.04 No Conflict or Violation. The execution, delivery and performance of this Agreement by KPI or any KPI Shareholder does not and will not violate or conflict with any provision of the constituent documents of KPI, and does not and will not violate any provision of law, or any order, judgment or decree of any court or other governmental or regulatory authority, nor violate, result in a breach of or constitute (with due notice or lapse of time or both) a default under or give to any other entity any right of termination, amendment, acceleration or cancellation of any contract, lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which KPI or any KPI Shareholder is a party or by which any of them is bound or to which any of their respective properties or assets is subject, nor result in the creation or imposition of any lien, charge or encumbrance of any kind whatsoever upon any of the properties or assets of KPI or any KPI Shareholder, nor result in the cancellation, modification, revocation or suspension of any of the licenses, franchises or permits to which KPI or any KPI Shareholder is bound.

Section 4.05 Investment Representations.

a. The CXN Shares will be acquired hereunder solely for the account of the KPI Shareholders, for investment. Each KPI Shareholder understands that the CXN Shares must be held indefinitely unless such CXN Shares are resold in accordance with the provisions of Regulation S, are subsequently registered under the Securities Act or an exemption from registration is available. Each KPI Shareholder understands and is able to bear any economic risks associated with such investment in the CXN Shares. Each KPI Shareholder has had full access to all the information he/she/it considers necessary or appropriate to make an informed investment decision with respect to the CXN Shares to be acquired under this Agreement. Each KPI Shareholder further has had an opportunity to ask questions and receive answers from CXN’s directors regarding CXN and to obtain additional information (to the extent CXN’s directors possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to such shareholder or to which such shareholder had access. Each KPI Shareholder is at the time of the offer and execution of this Agreement, domiciled outside the United States (a “Non-U.S. Shareholder”) and/or is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D promulgated by the SEC under the Securities Act). Each KPI Shareholder understands that CXN is under no obligation to register the CXN Shares under the Securities Act, or to assist such KPI Shareholder in complying with the Securities Act or the securities laws of any state of the United States or of any foreign jurisdiction.

b. No Non-U.S. Shareholder, nor any affiliate of any Non-U.S. Shareholder, nor any person acting on behalf of any Non-U.S. Shareholder or on behalf of any such affiliate, has engaged or will engage in any activity undertaken for the purpose of, or that reasonably could be expected to have the effect of, conditioning the markets in the United States for the CXN Shares, including, but not limited to, effecting any sale or short sale of securities through any Non-U.S. Shareholder or any affiliate of any Non-U.S. Shareholder prior to the expiration of any restricted period contained in Regulation S promulgated under the Securities Act (any such activity being defined herein as a “Directed Selling Effort”). To the best knowledge of the Non-U.S. Shareholders, this Agreement and the transactions contemplated herein are not part of a plan or scheme to evade the registration provisions of the Securities Act, and the CXN Shares are being acquired for investment purposes by the Non-U.S. Shareholder. The Non-U.S. Shareholders agree that all offers and sales of CXN Shares from the date hereof and through the expiration of any restricted period set forth in Rule 903 of Regulation S (as the same may be amended from time to time hereafter) shall not be made to U.S. Persons or for the account or benefit of U.S. Persons and shall otherwise be made in compliance with the provisions of Regulation S and any other applicable provisions of the Securities Act. Neither any Non-U.S. Shareholder nor the representatives of any Non-U.S. Shareholder have conducted any Directed Selling Effort as that term is used and defined in Rule 902 of Regulation S and no Non-U.S. Shareholder nor any representative of any Non-U.S. Shareholder will engage in any such Directed Selling Effort within the United States through the expiration of any restricted period set forth in Rule 903 of Regulation S.

Section 4.06 Not a Broker-Dealer. Each of the KPI Shareholders represents that he/she/it is not a registered representative under the Financial Industry Regulatory Authority (“FINRA”), a member of FINRA or associated or Affiliated (as defined below) with any member of FINRA, nor a broker-dealer registered with the SEC under the Exchange Act of 1934 (“Exchange Act”) or engaged in a business that would require it to be so registered, nor is he/she/it an Affiliate of a broker-dealer or any Person engaged in a business that would require him/her/it to be registered as a broker-dealer. In the event any KPI Shareholder is a member of FINRA, or associated or Affiliated with a member of FINRA, such KPI Shareholder agrees, if requested by FINRA, to sign a lock-up, the form of which shall be satisfactory to FINRA with respect to the CXN Shares. “Affiliate” means, with respect to any specified Person: (i) if such Person is an individual, the spouse of that Person and, if deceased or disabled, his heirs, executors or legal representatives, if applicable, or any trusts

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document for the benefit of such individual or such individual’s spouse and/or lineal descendants, or (ii) otherwise, another Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, the Person specified. As used in this definition, “control” shall mean the possession, directly or indirectly, of the power to cause the direction of the management and policies of a Person, whether through the ownership of voting securities or by contract or other written instrument. “Person” shall mean an individual, entity, corporation, partnership, association, limited liability company, limited liability partnership, joint-stock company, trust or unincorporated organization.

Section 4.07 Brokers’ Fees. Each KPI Shareholder represents that he/she/it has no liability to pay any fees or commissions or other consideration to any broker, finder or agent with respect to the transactions contemplated by this Agreement.

Section 4.08 Disclosure. This Agreement, the schedules hereto and any certificate attached hereto or delivered in accordance with the terms hereof by or on behalf of KPI or an KPI Shareholder in connection with the transactions contemplated by this Agreement, when taken together, do not contain any untrue statement of a material fact or omit any material fact necessary in order to make the statements contained herein and/or therein not misleading.

Section 4.9 Not an Underwriter. Each of the KPI Shareholders represents that he/she/it is not an underwriter of CXN Shares, nor is he/she/it an affiliate of an underwriter of CXN Shares.

Section 4.10 No Advice from CXN. Each KPI Shareholder acknowledges that he/she/it has received, and fully and carefully reviewed and understands, copies of CXN’s filings with the SEC periodically (the “SEC Filings”), either in hard copy or electronically through the SEC’s EDGAR system at http://www.sec.gov. Each KPI Shareholder also acknowledges that he/she/it has had the opportunity to review this Agreement, the exhibits hereto and the transactions contemplated by this Agreement with his/her/its own legal counsel and investment and tax advisors. Except for any statements or representations of CXN made in this Agreement, each KPI Shareholder is relying solely on such counsel and advisors and not on any statements or representations of CXN or any of its representatives or agents for legal, tax or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any jurisdiction. Each KPI Shareholder has consulted, to the extent deemed appropriate by him/her/it, with his/her/its own advisers as to the financial, tax, legal and related matters concerning an investment in the CXN Shares and on that basis believes that his/her/its investment in the CXN Shares is suitable and appropriate for him/her/it.

Section 4.11 Regulation S Exemption. Each KPI Shareholder understands that the CXN Shares are being offered and sold to him/her/it in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated under the Securities Act, as amended, and that CXN is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of each KPI Shareholder set forth herein in order to determine the applicability of such exemptions and the suitability of each KPI Shareholder to acquire CXN Shares. In this regard, each KPI Shareholder represents, warrants and agrees that:

(i) He/she/it is not a U.S. Person or an affiliate (as defined in Rule 501(b) under the Securities Act) of CXN and he/she/it is not acquiring CXN Shares for the account or benefit of a U.S. Person. A “U.S. Person” means any one of the following:

(A) any natural person resident in the United States of America;

(B) any partnership, limited liability company, corporation or other entity organized or incorporated under the laws of the United States of America;

(D) any trust of which any trustee is a U.S. Person;

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (E) any agency or branch of a foreign entity located in the United States of America;

(F) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person;

(G) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated or (if an individual) resident in the United States of America; and

(H) any partnership, company, corporation or other entity if:

(1) organized or incorporated under the laws of any foreign jurisdiction; and

(2) formed by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts.

(ii) At the time of the origination of contact concerning this Agreement and the date of the execution and delivery of this Agreement, each KPI Shareholder was outside of the United States.

(iii) He/she/it will not, during the period commencing on the date of issuance of the CXN Shares and ending on the six-month anniversary of such date, or such shorter period as may be permitted by Regulation S or other applicable securities law (the “Restricted Period”), offer, sell, pledge or otherwise transfer CXN Shares in the United States, or to a U.S. Person for the account or for the benefit of a U.S. Person or otherwise in a manner that is not in compliance with Regulation S.

(iv) Each KPI Shareholder will, after expiration of the Restricted Period, offer, sell, pledge or otherwise transfer CXN Shares only pursuant to registration under the Securities Act or an available exemption therefrom and in accordance with all applicable state and foreign securities laws.

(v) He/she/it was not in the United States engaged in, and prior to the expiration of the Restricted Period will not engage in, any short selling of or any hedging transaction with respect to CXN Shares, including without limitation, any put, call or other option transaction, option writing or equity swap.

(vi) Neither the KPI Shareholder, nor any person acting on his/her/its behalf, has engaged, nor will engage, in any directed selling efforts to a U.S. Person with respect to CXN Shares, and the KPI Shareholder, and any person acting on his/her/its behalf, have complied and will comply with the “offering restrictions” requirements of Regulation S under the Securities Act.

(vii) The transactions contemplated by this Agreement have not been pre-arranged with a buyer located in the United States or with a U.S. Person, and are not part of a plan or scheme to evade the registration requirements of the Securities Act.

(viii) Neither the KPI Shareholder nor any person acting on his/her/its behalf, has undertaken or carried out any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States, its territories or possessions, for any of the CXN Shares. Each KPI Shareholder agrees not to cause any advertisement of CXN Shares to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to CXN Shares, except such advertisements that include the statements required by Regulation S under the Securities Act, and only offshore and not in the U.S. or its territories, and only in compliance with any local applicable securities laws.

Section 4.12 No Advertisements. The KPI Shareholder is not purchasing CXN Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or via the Internet, or presented at any seminar or meeting, and he/she/it is not aware of any public advertisement or general solicitation in respect of CXN or its securities.

Section 4.13 Legend. Each KPI Shareholder acknowledges and agrees that the CXN Shares shall bear a restrictive legend (the “Legend”), as set forth above in Section 3.14, prohibiting the offer, sale, pledge or transfer of the securities, except (i) pursuant

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document to an effective registration statement filed under the Securities Act, (ii) in accordance with the applicable provisions of Regulation S, promulgated under the Securities Act, (iii) pursuant to an exemption from registration provided by Rule 144 under the Securities Act (if available), and (iv) pursuant to any other exemption from the registration requirements of the Securities Act or for estate planning purposes (subject to any escrow restrictions).

Section 4.14 Economic Considerations. The KPI Shareholder is not relying on CXN or its affiliates or agents with respect to economic considerations involved in this investment. Each KPI Shareholder has relied solely on his/her/its own advisors.

Section 4.15 Compliance with Laws. Any resale of CXN Shares during the “distribution compliance period” as defined in Rule 902(f) to Regulation S shall only be made in compliance with exemptions from registration afforded by Regulation S. Further, any such sale of CXN Shares in any jurisdiction outside of the United States will be made in compliance with the securities laws of such jurisdiction. The KPI Shareholders will not offer to sell or sell CXN Shares in any jurisdiction unless they obtain all required consents, if any. Each KPI Shareholder acknowledges that he/she/it is familiar with Rule 144 (“Rule 144”) under the Securities Act and has been advised that Rule 144 permits resales only under certain circumstances. Each KPI Shareholder understands that to the extent that Rule 144 is not available, he/she/it will be unable to sell any CXN Shares without either registration under the Securities Act or the existence of another exemption from such registration requirement.

Section 4.16 Receipt of Information. Each KPI Shareholder has received all documents, records, books and other information pertaining to his/her/its investment in CXN that has been requested by him/her/it.

Section 4.17 Information Available. Each KPI Shareholder acknowledges he/she/it has availed himself/herself/itself of full access to CXN’s public reports filed with the SEC, which reports can be retrieved from commercial document retrieval services and at the website maintained by the SEC at http://www.sec.gov.

Section 4.18 No Reliance. Other than as set forth herein, the KPI Shareholder is not relying upon any other information, representation or warranty by CXN or any officer, director, stockholder, agent or representative of CXN in determining to invest in CXN Shares. Each KPI Shareholder has consulted, to the extent deemed appropriate by him/her/it, with his/her/its own advisers as to the financial, tax, legal and related matters concerning an investment in CXN Shares and on that basis believes that the investment in CXN Shares is suitable and appropriate for him/her/it.

Section 4.19 No Governmental Review. Each KPI Shareholder is aware that no federal or state agency has (i) made any finding or determination as to the fairness of this investment, (ii) made any recommendation or endorsement of CXN Shares or CXN, or (iii) guaranteed or insured any investment in CXN Shares or any investment made by CXN.

Section 4.20 Potential Loss of Investment. Each KPI Shareholder understands that an investment in CXN Shares is a speculative investment which involves a high degree of risk and the potential loss of his/her/its entire investment. Each KPI Shareholder has considered carefully and understands the risks associated with an investment in CXN Shares as set forth in CXN’s SEC Filings.

Section 4.21 Financial Statements.

On or before the Closing Date, CXN shall have been furnished with the following financial statements (“Financial Statements”):

Consolidated Balance Sheet as of September 30, 2020 and Unaudited Interim Condensed Consolidated Balance Sheet as of March 31, 2021

Consolidated Statement of Operations and Comprehensive Loss from Inception through September 30, 2020 and Unaudited Interim Condensed Consolidated Statement of Operations and Comprehensive Loss for the Six Months Ended March 31, 2021

Consolidated Statement of Changes in Stockholders’ Equity from Inception through September 30, 2020 and Unaudited Interim Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Six Months Ended March 31, 2021

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Consolidated Statement of Cash Flows from Inception through September 30, 2020 and Unaudited Interim Condensed Consolidated Statement of Cash Flows for the Six Months Ended March 31, 2021

Unaudited Pro Forma Condensed Combined Financial Data

Unaudited Pro Forma Condensed Balance Sheet as of March 30, 2021 and September 30, 2020

Unaudited Pro Forma Condensed Statements of Operations for the Six Months Ended March 31, 2021 and from Inception through September 30, 2020

(b) Each set of Financial Statements (including, in each case, any related notes thereto) was prepared in accordance with US GAAP (“GAAP”), applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and each fairly presents in all material respects the financial position of KPI and its consolidated subsidiaries at the respective dates thereof and the results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal adjustments which were not or are not expected to have a Material Adverse Effect.

(c) As of the date of all balance sheets included in each set of financial statements, except as and to the extent reflected or reserved against therein, KPI had no liabilities or obligations (absolute or contingent) which should be reflected in the balance sheets or the notes thereto prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly in all material respects the value of the assets of KPI, in accordance with GAAP. All statements of operations, stockholders’ equity and cash flows included in the KPI financial statements reflect fairly in all material respects the information required to be set forth therein by GAAP.

Section 4.22 Survival. Each of the representations and warranties set forth in this Article IV shall be deemed represented and made by KPI and each KPI Shareholder at the Closing as if made at such time.

ARTICLE V COVENANTS

Section 5.01 Certain Changes and Conduct of Business.

a. From and after the date of this Agreement and until the Closing Date, CXN and KPI shall conduct their businesses solely in the ordinary course consistent with past practices and in a manner consistent with all representations, warranties or covenants contained herein, and without the prior written consent of the other party, neither CXN nor KPI will, except as required or permitted pursuant to the terms hereof:

make any material change in the conduct of its businesses and/or operations or enter into any transaction other i. than in the ordinary course of business consistent with past practices;

make any change in its Articles of Association or Memorandum of Association, issue any additional shares of capital stock or equity securities or grant any option, warrant or right to acquire any capital stock or equity securities or issue any security convertible into or exchangeable for its capital stock or alter in any material ii. term of any of its outstanding securities or make any change in its outstanding shares of capital stock or its capitalization, whether by reason of a reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, stock dividend or otherwise;

incur, assume or guarantee any indebtedness for borrowed money, issue any notes, bonds, debentures or iii. A. other corporate securities or grant any option, warrant or right to purchase any thereof, except pursuant to transactions in the ordinary course of business consistent with past practices; or

B. issue any securities convertible or exchangeable for debt or equity securities;

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document make any sale, assignment, transfer, abandonment or other conveyance of any of its assets or any part thereof, iv. except pursuant to transactions in the ordinary course of business consistent with past practice;

subject any of its assets, or any part thereof, to any lien or suffer such to be imposed other than such liens as v. may arise in the ordinary course of business consistent with past practices by operation of law which will not have a material adverse effect on its business;

acquire any assets, raw materials or properties, or enter into any other transaction, other than in the ordinary vi. course of business consistent with past practices;

enter into any new (or amend any existing) employee benefit plan, program or arrangement or any new (or amend any existing) employment, severance or consulting agreement, grant any general increase in the compensation of officers or employees (including any such increase pursuant to any bonus, pension, profit- vii. sharing or other plan or commitment) or grant any increase in the compensation payable or to become payable to any employee, except in accordance with pre-existing contractual provisions or consistent with past practices;

viii. make or commit to make any material capital expenditures;

pay, loan or advance any amount to, or sell, transfer or lease any properties or assets to, or enter into any ix. agreement or arrangement with, any of its affiliates;

x. guarantee any indebtedness for borrowed money or any other obligation of any other person;

fail to keep in full force and effect insurance comparable in amount and scope to coverage maintained by it (or xi. on behalf of it) on the date hereof;

take any other action that would cause any of the representations and warranties made by it in this Agreement xii. not to remain true and correct in all material respects;

xiii. make any material loan, advance or capital contribution to or investment in any person;

xiv. make any material change in any method of accounting or accounting principle, method, estimate or practice;

xv. settle, release or forgive any claim or litigation or waive any right; or

xvi. commit itself to do any of the foregoing.

Section 5.02 Access to Properties and Records. KPI shall afford to CXN’s accountants, counsel and authorized representatives, and CXN shall afford to KPI’s accountants, counsel and authorized representatives full access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement) to all of such party’s properties, books, contracts, commitments and records and, during such period, shall furnish promptly to the requesting party all other information concerning the other party’s business, properties and personnel as the requesting party may reasonably request, provided that no investigation or receipt of information pursuant to this Section 5.02 shall affect any representation or warranty of or the conditions to the obligations of any party.

Section 5.03 Negotiations. From and after the date hereof until the earlier of the Closing or the termination of this Agreement, no party to this Agreement nor its officers or directors (subject to such director’s fiduciary duties) nor anyone acting on behalf of any party or other persons shall, directly or indirectly, encourage, solicit, engage in discussions or negotiations with or provide any information to, any person, firm or other entity or group concerning any merger, sale of substantial assets, purchase or sale of shares of capital stock or similar transaction involving any party. A party shall promptly communicate to any other party any inquiries or communications concerning any such transaction which they may receive or of which they may become aware.

Section 5.04 Consents and Approvals. The parties shall:

use their reasonable commercial efforts to obtain all necessary consents, waivers, authorizations and approvals of all governmental and regulatory authorities, domestic and foreign, and of all other persons, firms or i. corporations required in connection with the execution, delivery and performance by them of this Agreement; and

diligently assist and cooperate with each other party in preparing and filing all documents required to be submitted by a party to any governmental or regulatory authority, domestic or foreign, in connection with such ii. transactions and in obtaining any governmental consents, waivers, authorizations or approvals which may be required to be obtained connection in with such transactions.

Section 5.05 Public Announcement. Unless otherwise required by applicable law, the parties hereto shall consult with each other before issuing any press release or otherwise making any public statements with respect to this Agreement and shall not issue any such press release or make any such public statement prior to such consultation.

Section 5.06 Stock Issuance. From and after the date of this Agreement until the Closing Date, neither CXN nor KPI shall issue any additional shares of its capital stock.

ARTICLE VI CONDITIONS TO OBLIGATIONS OF CXN

The obligations of CXN to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or before the Closing Date, of the following conditions, any one or more of which may be waived by CXN in its sole discretion:

Section 6.01 Representations and Warranties of KPI and the KPI Shareholders. All representations and warranties made by KPI and the KPI Shareholders in this Agreement shall be true and correct on and as of the Closing Date as if again made by them as of such date.

Section 6.02 Agreements and Covenants. KPI and the KPI Shareholders shall have performed and complied in all material respects to all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date.

Section 6.03 Consents and Approvals. Consents, waivers, authorizations and approvals of any governmental or regulatory authority, domestic or foreign, and of any other person, firm or corporation, required in connection with the execution, delivery and performance of this Agreement shall be in full force and effect on the Closing Date.

Section 6.04 No Violation of Orders. No preliminary or permanent injunction or other order issued by any court or governmental or regulatory authority, domestic or foreign, nor any statute, rule, regulation, decree or executive order promulgated or enacted by any government or governmental or regulatory authority, which declares this Agreement invalid in any respect or prevents the consummation of the transactions contemplated hereby, or which materially and adversely affects the assets, properties, operations, prospects, net income or financial condition of KPI shall be in effect; and no action or proceeding before any court or governmental or regulatory authority, domestic or foreign, shall have been instituted or threatened by any government or governmental or regulatory authority, domestic or foreign, or by any other person or entity which seeks to prevent or delay the consummation of the transactions contemplated by this Agreement or which challenges the validity or enforceability of this Agreement.

Section 6.05 Due Diligence Review. CXN shall have completed its due diligence review of KPI and shall be reasonably satisfied with the results of such review.

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Section 6.06 Completion of Audits. Audits of KPI and the subsidiaries for the periods required for the filing of the Form 8-K shall have been completed.

ARTICLE VII CONDITIONS TO OBLIGATIONS OF KPI AND THE KPI SHAREHOLDERS

The obligations of KPI and the KPI Shareholders to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or before the Closing Date, of the following conditions, any one or more of which may be waived by KPI in its sole discretion:

Section 7.01 Representations and Warranties of CXN. All representations and warranties made by CXN in this Agreement shall be true and correct on and as of the Closing Date as if again made by CXN as of such date.

Section 7.02 Agreements and Covenants. CXN shall have performed and complied in all material respects to all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date.

Section 7.03 Consents and Approvals. Consents, waivers, authorizations and approvals of any governmental or regulatory authority, domestic or foreign, and of any other person, firm or corporation, required in connection with the execution, delivery and performance of this Agreement shall be in full force and effect on the Closing Date.

Section 7.04 No Violation of Orders. No preliminary or permanent injunction or other order issued by any court or governmental or regulatory authority, domestic or foreign, nor any statute, rule, regulation, decree or executive order promulgated or enacted by any government or governmental or regulatory authority, which declares this Agreement invalid in any respect or prevents the consummation of the transactions contemplated hereby, or which materially and adversely affects the assets, properties, operations, prospects, net income or financial condition of CXN shall be in effect; and no action or proceeding before any court or governmental or regulatory authority, domestic or foreign, shall have been instituted or threatened by any government or governmental or regulatory authority, domestic or foreign, or by any other person, or entity which seeks to prevent or delay the consummation of the transactions contemplated by this Agreement or which challenges the validity or enforceability of this Agreement.

Section 7.05 Resignation of Sole Officer and Director. The sole officer and director of CXN shall have submitted his resignation as an officer and as a director of CXN, effective immediately after the Closing. It is understood that the vacancy on the Board of Directors created by said resignation shall be filled by the person or persons nominated by the KPI Shareholders.

Section 7.06 Cancellation of Shares of Common Stock. Mr. Wenhai Xia shall have entered into the Share Cancellation Agreement attached hereto as Exhibit 1, so that those shares are returned to the status of authorized, and unissued shares that can be issued to the KPI Shareholders in connection with the Closing of this transaction.

ARTICLE VIII TERMINATION AND ABANDONMENT

Section 8.01 Methods of Termination. This Agreement may be terminated, and the transactions contemplated hereby may be abandoned at any time before the Closing:

By the mutual written consent of CXN, KPI and each of the KPI Shareholders.

b. By the KPI Shareholders, upon a material breach of any representation, warranty, covenant or agreement on the part of CXN set forth in this Agreement;

c. By CXN upon a material breach of any representation, warranty, covenant or agreement on the part of KPI or any of the KPI Shareholders set forth in this Agreement;

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document d. By any of KPI, all of the KPI Shareholders or CXN, if the Closing shall not have been consummated before sixty (60) days after the date hereof.

e. By any of KPI, all of the KPI Shareholders or CXN if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Section 8.02 Procedure Upon Termination. In the event of termination and abandonment of this Agreement by any party pursuant to Section 8.01, written notice thereof shall forthwith be given to the other parties and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without further action. If this Agreement is terminated as provided herein, no party to this Agreement shall have any liability or further obligation to any other party to this Agreement; provided, however, that no termination of this Agreement pursuant to this Article VIII shall relieve any party of liability for a breach of any provision of this Agreement occurring before such termination.

ARTICLE IX MISCELLANEOUS

Section 9.01 Governing Law. This Agreement shall be governed by and construed in all respects by the internal laws of Nevada (except for the proper application of the United States federal securities laws), without giving effect to any choice of law or conflict of law provision or rule (whether of the British Virgin Islands, the Hong Kong Special Administrative Region, the Peoples Republic of China or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than Nevada.

Section 9.02 Notices, Etc. Unless otherwise specified within a provision of this Agreement all notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by email or facsimile (provided confirmation of transmission is electronically or mechanically generated and kept on file by the sending party); (iii) ten business days after deposit with the Post Office in Nevada, the British Virgin Islands, Hong Kong or the PRC, as applicable, when sent by registered or certified mail; or (iv) one business day after deposit with a recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses, email addresses and facsimile numbers for such communications shall be:

If to CXN:

CX NETWORK Group, Inc. Room 1205, 1A Building, Shenzhen Software Industry Base, Xuefu Rd, Nanshan District, Shenzhen, PRC Attention: Wenhai Xia Email: [email protected]

With a copy to:

Schlueter & Associates, P.C. 5290 DTC Parkway, Suite 150 Greenwood Village, Colorado 80111 Attention: Henry F. Schlueter, Esq. Email: [email protected] Facsimile: +1-303-648-5663

If to KPI:

Unit 2702, Building T1, The Han’s Plaza, No. 2 Ronghua South Road, Beijing Economic and Technological Zone,

If to Kunpeng Tech Limited:

Unit 2702, Building T1, The Han’s Plaza, No. 2 Ronghua South Road, Beijing Economic and Technological Zone, Beijing, PRC Attention: Zhizhong Wang Email: [email protected]

If to Kunpeng TJ Limited:

Unit 2702, Building T1, The Han’s Plaza, No. 2 Ronghua South Road, Beijing Economic and Technological Zone, Beijing, PRC Attention: Chengyuan Li Email: [email protected]

Ms. Pui Chun Wong:

FLT B8 28/F CAUSEWAY CTR 28 HARBOUR RD WAN CHAI HONG KONG, PRC Email: [email protected]

Mr. Sheng Liao:

1028 BLUEBONNET DR SUNNYVALE CA 94086-6758 Email: [email protected]

Mr. Wenqiang Wang:

FLT A 6/F ST FRANCIS MANSION 4-6 ST FRANCIS ST WANCHAI, HONG KONG, PRC Email: [email protected]

With a copy to:

Schlueter & Associates, P.C. 5290 DTC Parkway, Suite 150 Greenwood Village, Colorado 80111 Attention: Henry F. Schlueter, Esq. Email: [email protected] Facsimile: +1-303-648-5663

Section 9.03 Amendments and Waivers. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by all of the parties hereto. No waiver by any party of any default, misrepresentation or breach of warranty or

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

Section 9.04 Expenses. Each party shall be responsible for their own costs and expenses.

Section 9.05 Section and Other Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

Section 9.06 Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Section 9.07 Severability. If any provision of this Agreement is held by final judgment of a court of competent jurisdiction to be invalid, illegal or unenforceable, such invalid, illegal or unenforceable provision shall be severed from the remainder of this Agreement, and the remainder of this Agreement shall be enforced. In addition, the invalid, illegal or unenforceable provision shall be deemed to be automatically modified, and, as so modified, to be included in this Agreement, such modification being made to the minimum extent necessary to render the provision valid, legal and enforceable. Notwithstanding the foregoing, however, if the severed or modified provision concerns all or a portion of the essential consideration to be delivered under this Agreement by one party to the other, the remaining provisions of this Agreement shall also be modified to the extent necessary to equitably adjust the parties’ respective rights and obligations hereunder.

Section 9.08 Telecopy Execution and Delivery. A facsimile, telecopy, email or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile transmission, by e-mail delivery of a “.pdf” format data file or similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute an original of this Agreement as well as any facsimile, telecopy or other reproduction hereof.

Section 9.09 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and thereof. All proposals, negotiations and representations (if any) made prior, and with reference to the subject matter of this Agreement, are merged herein. This Agreement has been negotiated by the parties and their respective counsel and will be interpreted fairly in accordance with its terms and without any strict construction in favor of or against any party. Neither CXN nor KPI nor any KPI Shareholder shall be bound by any oral agreement or representation, irrespective of when made.

Section 9.10 Survival of Representations, Warranties and Covenants. All of the representations and warranties made herein shall survive the execution and delivery of this Agreement, any investigation by or on behalf of KPI or any KPI Shareholder or acceptance of CXN Shares and payment therefor and shall survive until such time as CXN Shares have been sold or redeemed in full in cash. All covenants and indemnities made herein shall survive in perpetuity, unless otherwise provided in this Agreement.

Section 9.11 Remedies Cumulative. No failure or delay on the part of CXN, KPI or any KPI Shareholder in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to CXN, KPI or any KPI Shareholder at law, in equity or otherwise.

Section 9.12 Further Assurances. Each of the parties shall execute such documents and perform such further acts (including, without limitation, obtaining any consents, exemptions, authorizations or other actions by, or giving any notices to, or making any filings with, any governmental authority) as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement.

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Section 9.13 Disputes. Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to this Agreement shall be referred to and finally resolved by arbitration administered by the Beijing Arbitration Commission (“BAC”) under the UNCITRAL Arbitration Rules in force when the notice of arbitration is submitted, as modified by the BAK Procedures for Administration of International Arbitration. The BAC shall administer any arbitration, which shall also be the appointing authority. The place of arbitration shall be in Beijing at the BAC, and the law of this arbitration clause shall be the law of the Peoples Republic of China. All matters relating to the Agreement shall be determined under Nevada law as provided above in Section 9.01. The number of arbitrators shall be one, and the arbitration proceedings shall be conducted in the English language. The parties to this Agreement expressly agree that the arbitrator shall award costs and attorneys’ fees in connection with any such arbitration proceeding in accordance with the provisions of the UNCITRAL Arbitration Rules or as the arbitrator shall determine in his or her sole and absolute discretion.

Section 9.14 Disclosure and Waiver of Conflicts. The parties acknowledge and agree that: (i) representatives of Schlueter & Associates, P.C., the attorneys that prepared this Agreement (the “Attorney”), have acted as legal counsel to KPI and the KPI Shareholders, (ii) CXN acknowledges it has been advised by the Attorney that CXN should have its own legal counsel to advise it with respect to this Agreement and the transactions that are contemplated by this Agreement, (iii) CXN has decided even after being advised by the Attorney that it should each have its own separate legal counsel to not seek its own separate legal counsel, and (iv) CXN understands that the Attorney is not representing CXN.

Section 9.15 Public Announcements. CXN shall promptly, but no later than four (4) business days following the effective date of this Agreement, issue a press release disclosing the transactions contemplated hereby. CXN shall also file with the SEC a Form 8-K describing the material terms of the transactions contemplated hereby as soon as practicable following the Closing Date but in no event more than four (4) business days following the Closing Date. Prior to the Closing Date, CXN, KPI and the KPI Shareholders shall consult with each other in issuing the Form 8-K, the press release and any other press releases or otherwise making public statements or filings and other communications with the SEC or any regulatory agency or stock market or trading facility with respect to the transactions contemplated hereby and no party shall issue any such press release or otherwise make any such public statement, filings or other communications without the prior written consent of the other parties, which consent shall not be unreasonably withheld or delayed, except that no prior consent shall be required if such disclosure is required by law, in which case the disclosing party shall provide the other party with prior notice of no less than three (3) calendar days, of such public statement, filing or other communication and shall incorporate into such public statement, filing or other communication the reasonable comments of the other party.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first above written.

CX NETWORK GROUP, INC.

By: /s/ Wenhai Xia Wenhai Xia, President

KUN PENG INTERNATIONAL HOLDINGS LIMITED

By: /s/ Chengyuan Li Chengyuan Li, Director

KUN PENG INTERNATIONAL HOLDINGS LIMITED SHAREHOLDERS:

KUNPENG TECH LIMITED

By: /s/ Zhizong Wang Zhizhong Wang, Director

By: /s/ Chengyuan Li Chengyuan Li, Director

PUI CHUN WONG

/s/ Pui Chun Wong

SHENG LIAO

/s/ Sheng Liao

WENQIANG WANG

/s/ Wenqiang Wang

No.:

Labor Contract

Party A: King Eagle (Tianjin) Technology Co., Ltd Party B: Mao Xiangyi

Instructions to the Use of Labor Contract

1. Party A and Party B shall enter into this Contract according to law and in principles of legality, fairness, equality, free will, negotiated consensus and good faith. Party A and Party B shall earnestly read this Contract upon its signing. This Contract becomes legally effective once legally signed and the Parties must strictly perform it.

2. Blanks marked off in this Contract shall be filled out after being negotiated and determined by the Parties, or the specific policy provisions shall be notified to Party B. Please mark “/” on blanks not required for filling.

3. This Contract must be stamped with Party A’s official seal, and signed or sealed by Party A’s legal representative or entrusted agent; Party B shall sign her name on this Contract in person before this Contract takes effect. Party B’s name and date of birth shall be consistent with those specified on her effective identity certificate.

4. This Contract shall be filled out by sign pen or pen with clear handwriting and brief and accurate text. This Contract shall not be altered once signed.

5. Terms that shall be added after the Parties reach negotiated consensus shall be specified in “Article 62 Other Matters Agreed upon by the Parties”. If the space of this Contract is not enough to include other contents agreed by the Parties, extra paper can be attached.

6. “Serious violation of Party A’s rules and regulations or labor disciplines” involved herein may be recognized in accordance with the relevant national regulations and Party A’s internal rules and regulations.

7. “Not competent for the job” mentioned herein refers to Party B’s failure to perform her job responsibilities, meet Party A’s work requirements, and complete the work tasks as scheduled and with required quality and quantity in accordance with agreements reached in this Contract and the relevant appendixes hereto.

8. This Contract is made in triplicate with Party A and Party B holding two copies and one copy respectively. The copy handed over to Party B shall not be kept by Party A on Party B’s behalf.

9. This Contract does not apply to part-time employment.

Full name of the Employer (hereinafter referred to as Party A): King Eagle (Tianjin) Technology Co., Ltd

Legal representative or entrusted agent: Li Yanlu

Party A’s address: Room 231, 2F & Room 335, 3F of No. 2 Complex Building, No. 2, First Street, Airport International Logistics Zone, China (Tianjin) Pilot Free Trade Zone (Airport Economic Zone)

Party B’s name (hereinafter referred to as Party B): Mao Xiangyi

Resident ID card number: 230803196509160342

Name of ID card issuing authority: Xiangfang Public Security Bureau

Mailing address: Room 102, Unit 1, Building C, No. 12, Ganshui Road, Xiangfang District, Harbin

Contact number: 18576613376

To make clear of the Parties’ labor relationship and their respective rights and obligations, the Parties hereby agree unanimously to sign this labor contract and enter into the following terms through consultation on the basis of equality in accordance with Labor Law of the People’s Republic of China, Labor Contract Law of the People’s Republic of China, Regulation on the Labor Contract Law of the People’s Republic of China as well as other relevant laws, regulations and rules, and rules and regulations legally formulated by Party A:

I. Type and Term of Contract

Article 1 The following type 1 is adopted as the form of this Contract.

1. Fixed-term labor contract:

The contract term lasts for 3 years, i.e. from November 13, 2020 to November 12, 2023.

The probation period lasts for 3 months, i.e. from date of November 13, 2020 to date of February 2, 2021 .

2. Non-fixed-term labor contract:

The contract starts from the date of___/___ and ends when the conditions for termination agreed in Article 24 of this Contract appear.

The probation period lasts for 3 months, i.e. from date of ___/___ to date of ___/___.

3. Labor contract with term determined by completion of certain work task:

The contract starts from the date of ___/___ and is terminated on the next day after the work tasks of ___/___ is completed and all the relevant technical data is fully archived. The symbol for the completion of the task is ___/___.

Page 3 of 15

II. Work Contents and Workplace

Article 2 In accordance with Party A’s work needs, Party B agrees to engage in the post of general manager (type of work or post). During the effective term of this Contract, Party B agrees that Party A may adjust her operating post, ranking or remuneration treatment according to operation needs. If Party A adjusts Party B’s operating post, it shall give full consideration to Party B’s professionalism and

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document specialty. Party B is willing to accept Party A’s arrangement, and the Parties will sign a written contract on such arrangement, and deem it as an appendix to this Contract.

Article 3 Party B shall complete the stipulated work quantities or work task as scheduled, reach the stipulated standards, and obey Party A’s leadership and management in accordance with Party A’s requirements.

Article 4 Party B agrees to work at a workplace arranged by Party A, i.e. Beijing, and further agrees that Party A may change Party B’s workplace based on operation demands.

If Party A arranges Party B to leave the workplace and carry out short-term communication, training or work support with the duration in 6 months due to work demands, it will not be deemed as change in workplace.

III. Working Time and Rest & Holidays

Article 5 Party A arranges Party B to implement the following type 1 of working hour system:

1. Standard working hour system;

2. Flexible working hour system;

3. Comprehensively calculated working hour system.

Article 6 If Party A arranges Party B to extend working hours or work on rest days and holidays due to actual work demands, Party A shall arrange Party B with equal-time compensatory rest or pay overtime wage according to statutory provisions. Party B’s overtime shall obtain Party A’s written consent. Otherwise, it will not be deemed as overtime.

Article 7 Party B enjoys each right to rest and take holidays stipulated by national provisions and Party A’s relevant rules and regulations during the contract term, including but not limited to statutory holidays, paid annual leave, home leave, marriage leave, funeral leave, sick leave, maternity leave, nursing leave, family planning leave, etc.; during the period of rest or holidays, Party B’s wage remuneration shall be executed in accordance with the relevant provisions of the State and Party A.

IV. Labor Protection and Working Conditions

Article 8 Party B must establish and complete a labor safety and health system, strictly execute national labor safety and health procedures and standards, offer education on labor safety and health to Party B, and prevent the occurrence of accidents during work and reduce occupational hazards.

Article 9 Party A shall provide Party B with necessary working conditions and a safe, hygienic work environment, and grant labor protection articles and heat control products according to the enterprise’s production and operation characteristics, and the relevant provisions.

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Article 10 Party A shall provide Party B with education and training regarding political thoughts, professional ethics, business skills, labor safety and health, and the relevant rules and regulations in a well-planned way according to its own characteristics so as to improve Party B’s ideological consciousness, professional ethics standards, and vocational skills. Party B shall earnestly participate in each kind of necessary education and training organized by Party A.

V. Labor Remuneration

Article 11 Party B’s wage standard is determined using the following method 1. This wage standard is only the wage standard upon signing of contract for the first time. In case of subsequent adjustment if any, notice of adjustment of remuneration shall be followed. Party A promises that Party B’s wage will not be lower than the local minimum wage standard.

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 1. Party B implements a monthly salary system combining basic wage and merit pay. Party B’s wage standard is RMB 15,000 Yuan/ month before tax, including basic wage of RMB 9,000 Yuan and merit pay of RMB 6,000 Yuan as well as non-competition compensation of RMB ___/___ Yuan. If probation period is agreed herein, Party B’s basic wage during the probation period is RMB 15,000 Yuan/ month before tax, including basic wage of RMB 9,000 Yuan and merit pay of RMB 6,000 Yuan.

2. Party A and Party B sign a supplementary remuneration agreement to agree on Party B’s wage and welfare separately.

Article 12 Party A shall pay Party B’s wage of previous month in monetary form before 11th day of each month (postponed to the 1st working day after the holiday if any).

The wage paid by Party A to Party B is pre-tax income, and the individual income tax shall be borne by Party B. Party B entrusts Party A to withhold and remit her individual income tax.

The performance assessment measures involving the verification and approval of merit pay income shall be formulated, issued and executed by Party A in accordance with the relevant documents of King Eagle (China), and will be taken as an appendix to this Contract with same legal effect.

Article 13 During the performance period of this Contract, Party A may agree to adjust Party B’s remuneration through negotiation in accordance with Party A’s operation conditions and Party B’s work performance and pursuant to Party A’s remuneration system.

VI. Social Insurance and Welfare

Article 14 The Parties shall pay employee endowment insurance, medical insurance, unemployment insurance, work-related injury insurance, maternity insurance as well as housing fund fees according to the relevant existing provisions of the State and local government on social insurance. The part payable by Party B will be withheld and remitted by Party A from Party B’s wage.

Article 15 If Party B falls sick or sustains a non-work-related injury during the contract term, her sick wage and medical treatment will be executed according to the relevant existing provisions of the State, local government and Party A.

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Article 16 If Party B sustains a work-related injury or gives birth to a baby during work at Party A, her wage and medical insurance treatment shall be executed according to the relevant existing provisions of the State and local government. Party B’s treatment during contract term and after retirement shall be executed according to the relevant existing provisions of the State and local government.

Article 17 Various kinds of Party B’s benefits during contract term including various days off, home leave, marriage leave and female employee’s maternity leave shall be executed in accordance with the relevant existing provisions of the State, local government and Party A.

Article 18 Other welfare enjoyed by Party B shall be executed in accordance with the relevant existing provisions of Party A.

VII. Rules, Regulations and Labor Disciplines

Article 19 Party A’s rules and regulations (including but not limited to employee handbook, job responsibilities, training manual, training contract, confidentiality agreement, performance assessment system, provisions on reward and punishment, etc.) are all important appendixes to this Contract and have same legal effect as this Contract.

The Parties hereby confirm that the methods for publicity of the aforesaid rules and regulations and their updated or revised editions include but are not limited to: Publicity through the internal network work platform of King Eagle (China); publicity by sending of email; publicity by distribution of employee handbook; publicity by posting paper document, etc. Party B shall finish the learning of Party A’s rules and regulations within 10 days since the date when this Contract is signed.

Article 20 Party B shall abide by national laws and regulations as well as Party A’s rules and regulations, establish good professional ethics and a sense of ownership, safeguard Party A’s interests, strictly keep Party A’s business secrets, protect Party A’s property, and obey Party A’s leadership, management and commanding.

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Article 21 Party A has the right to give Party B proper material and spiritual rewards and punishments (e.g. deduction of merit pay) based on Party B’s performance and conduct and pursuant to national laws and regulations as well as rules and regulations legally formulated by Party A, and even rescind this Contract in accordance with the relevant statutory provisions of the State.

Article 22 If Party B has any of the following behaviors during the probation period agreed herein if any, it will be deemed that the recruitment conditions are not fulfilled:

1. Fail to provide Party A with her real information faithfully;

2. Present unfavorable work performance during probation period and receive punishments including and above notification by Party A for criticism;

3. Violate professional ethics to cause interest loss to Party A;

4. Fail to meet the requirements for post qualification;

5. Failure to pass the probation period assessment arranged by Party A.

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VIII. Change, Termination, Rescission and Renewal of Labor Contract

Article 23 The relevant contents of this Contract can be changed under any of the following circumstances:

1. Where laws, regulations and rules used as basis upon conclusion of this Contract are changed, and the relevant contents of this Contract shall be changed;

2. Where objective conditions used as basis upon conclusion of this Contract are significantly changed, including but not limited to relocation of enterprise, business transformation and adjustment of organization structure, to make it impossible to perform this Contract, and the Parties reach negotiated consensus that the relevant contents of this Contract shall be changed;

3. Where the contents of this Contract may be changed if the Parties reach negotiated consensus.

Article 24 This Contract is terminated under any of the following circumstances:

1. Where the term of labor contract expires;

2. Where Party B begins to enjoy basic endowment insurance according to law;

3. Where Party B dies or is declared by people’s court dead or missing;

4. Where Party A is declared for bankruptcy according to law;

5. Where Party A has its business license revoked, is ordered to shut down, is dissolved, or the Employer decides to dissolve ahead of time;

6. Where other circumstances for termination of labor contract stipulated in laws and regulations occur.

Article 25 If Party B has any of circumstances stipulated in Article 32 of this Contract upon expiry of term of labor contract, this Contract will be terminated until the relevant circumstance disappears. If Party B has the circumstance in paragraph 1 of Article 32 of this Contract, the termination of Party B’s labor contract shall be executed according to the relevant provisions of the State on work-related injury insurance.

Article 26 This Contract may be rescinded in advance after the Parties reach negotiated consensus.

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Article 27 Party B may rescind this Contract after applying to Party A in writing thirty days in advance. If Party B applies to Party A three days in advance during the probation period, this Contract may be rescinded.

Article 28 Party B may apply to Party A for rescission of this Contract at any time under any of the following circumstances:

1. Where Party A fails to provide labor protection and working conditions as agreed herein;

2. Where Party A fails to timely pay Party B labor remuneration in full amount;

3. Where Party A fails to pay social insurance expenses for Party B according to law;

4. Where Party A makes Party B conclude or change the labor contract against Party B’s true intention by fraud, intimidation or by taking advantage of Party B’s precarious situation to invalidate the labor contract;

5. Where Party A forces Party B to work by means of violence, threat, custody or illegal restriction of personal freedom;

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Article 29 Party A may rescind this Contract without giving any economic compensation if Party B has any of the following circumstances:

1. Where Party B is proved as not complying with recruitment conditions during probation period (failure to pass induction training, monthly assessment and become a regular worker during probation period will be deemed as not complying with recruitment conditions). The Parties agree that Party A is only required to explain the reason to Party B without having to present definite evidence to Party A upon rescission or termination of this Contract due to this paragraph. This reason does not require Party B’s recognition or acceptance either;

2. Where Party B seriously violates Party A’s labor disciplines or its rules and regulations (the company’s rules and regulations will be publicized and notified by means of induction instructions, Employee Handbook, the company’s internal network, mailbox and DingTalk). For the purpose of clarification, the Parties recognize the following circumstances as serious violation of Party A’s rules and regulations:

(1) Where Party B fails to provide the relevant information concerning her recruitment within 30 days, and consequently Party A is unable to handle recruitment and social insurance payment formalities for Party B;

(2) Where the personal information provided by Party B when applying for the job is false or forged, including but not limited to false or forged employment separation certificate, identity certificate, household register, schooling record certificate and certificate of physical examination; where Party B has suffered from mental disease, infectious disease or any other disease that seriously affects the work before applying the job, but failed to make a statement on it when applying for the job; where Party B has received serious punishments like recording of a demerit, continuity to employ on probation, or dismissal or had misdeeds like drug abuse before applying for the job, but failed to make a statement on it when applying for the job; where Party B has sustained labor relationship, agreement on keeping of business secrets, or agreement on non-competition with other employer(s), but failed to make a statement on it when applying for the job; where Party B has been held in custody or is pursued for legal liability according to law before applying for the job, but failed to make a statement on it when applying for the job;

(3) Where Party B secretly registers intellectual property rights on the works created due to work.

3. Where Party B is involved in gross neglect of duty, or jobbery to cause a major damage to Party A;

4. Where Party B establishes a labor relationship with any other employer at the same time, or take a part-time job in any other employer, and refuses to correct even after Party A points it out;

5. Where Party B makes Party A conclude or change the labor contract against Party A’s true intention by fraud, intimidation or by taking advantage of Party A’s precarious situation to invalidate the labor contract;

6. Where Party B is pursued for criminal liability according to law;

7. Where other circumstances stipulated in laws and regulations arise.

Article 30 Party A may rescind this Contract if Party B has any of the following circumstances after sending a written notice to Party B or paying one extra month’s wage to Party B thirty days in advance:

1. Where Party B falls sick or sustains a non-work-related injury, and following the medical period, is unable to engage in the original work or other work arranged by Party A separately;

2. Where Party B is not competent for the job, and still remains so after training or adjustment of operating post;

3. Where the objective conditions used as basis upon conclusion of labor contract are significantly changed to make it impossible to perform this labor contract, and the Parties cannot reach a consensus on the change of labor contract through negotiation;

4. Where Party A’s objective conditions including merger, separation and adjustment of operation method are significantly changed, or Party B’s production and operating post disappear make it impossible to perform this labor contract, and the Parties cannot reach a consensus on change of this Contract.

Article 31 If Party A has any of the following circumstances and has to downsize more than twenty employees, or the number of employees downsized takes up more than ten percent of the total number of Party A’s employees although this number is less than twenty employees, Party A may rescind this Contract after explaining the condition to all the employees, listening to the opinions from trade union or employees, and reporting to the superior and local labor administrative department thirty days in advance:

1. Where Party A is reorganized in accordance with the provisions of enterprise bankruptcy law;

2. Where serious difficulties occur to Party A’s production and operation;

3. Where the enterprise transfers its line of production, is involved in major technical reformation, or Party A’s operation mode is adjusted, and the personnel still have to be downsized even after change of labor contract;

4. Where other objective conditions used as basis upon conclusion of the labor contract are significantly changed to make it impossible to perform this Contract.

Article 32 If Party B has any of the following circumstances, Party A shall not rescind this Contract in accordance with the provisions of Article 30 and Article 31 of this Contract:

1. Where Party B sustains a work-related injury during work at Party A, and is confirmed as losing or partially losing her labor capacity;

2. Where Party B falls sick or sustains a non-work-related injury, and is currently within the stipulated medical period;

3. Where a female employee is currently within a period of pregnancy, confinement and lactation;

4. Where Party B has worked continuously for Party A for fifteen years, and it is less than five years from statutory age for retirement;

5. Where other circumstances stipulated in laws and regulations arise.

Article 33 Party B shall perform the following obligations upon rescission or termination of this Contract:

1. Hand over work to a person designated by Party A;

2. Completely return Party A’s office supplies, documents, equipment and other tangible or intangible assets in Party B’s possession;

3. Completely hand over any carriers that carry Party A’s important information to Party A;

4. Assist Party A in clearing the creditor’s rights and debts between the Parties;

5. Complete separation turnover procedures stipulated by Party A and handle the relevant separation formalities;

6. Others: Handle other pending affairs.

Article 34 Party A shall issue a certificate of termination or rescission of labor contract to Party B upon termination or rescission of labor contract, and handle formalities for the transfer of archives and social insurance relationship for Party B within 15 days except the following circumstances:

1. Where Party B fails to finish the handling of separation formalities in accordance with agreements reached in Article 33 as well as Party A’s provisions;

2. Where Party B causes economic loss to Party A, and it hasn’t been handled yet;

3. Where Party B fails to pay liquidated damages or compensation agreed in the labor contract;

4. Where Party B fails to complete the handover of her business in hand and clear all the creditor’s rights and debts.

Article 35 Both Party A and Party B shall negotiate with each other concerning renewal of the labor contract at least 30 days before the expiry of contract term. If the Parties reach negotiated consensus, the labor contract can be renewed.

IX. Training

Article 36 Party A has the right to select and assign Party B to participate in training during the contract term according to the needs for talent cultivation and career development, and Party B agrees to accept such selection and assigning for training.

Article 37 If Party A pays training expenses to Party B, the training expenses shall include:

1. Training-related expenses incurred during training period, including application fee, tuition, data fee and certificate cost;

2. Relevant expenses incurred during training period that coordinate the training, including travel expenses, transportation expenses, lump-sum living expenses and other subsidies;

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3. Expenses incurred to visit, survey, reception, touring, etc. taking place during Party B’s participation in training that is paid by Party A (if any);

4. Other expenses related to the training and paid by Party A.

Article 38 If Party B participates in Party A’s selection and assigning or organizing of training, Party B shall perform the following obligations:

1. Strictly abide by Party A’s rules and regulations;

2. Strictly abide by training organization’s training system and disciplines;

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 3. Strictly abide by Chinese laws and laws of the country where the training is performed in case of overseas training, and timely return to homeland after end of the training;

4. Do not unilaterally terminate the training in the midway;

5. Immediately report to Party A for duty after end of the training, and handle the relevant formalities and accept Party A’s work arrangement in accordance with Party A’s provisions;

Article 39 If Party B has any of the following circumstances during training period, it shall compensate for all the training expenses paid by Party A for Party B:

1. Where Party B violates national laws and regulations, and as a result, Party A rescinds the labor relationship with Party B;

2. Where Party B seriously violates Party A’s rules, regulations and labor disciplines, and as a result, Party A rescinds the labor relationship with Party B;

3. Where Party B unilaterally terminates the training in the midway.

Article 40 After end of training, Party A and Party B agree to take the training expenses paid by Party A as standard to determine the service term (calculated since the date when Party B reports to Party A for duty after end of training).

Article 41 If the service term exceeds the contract term, the contract term will be automatically postponed until expiry of the service term. When Party B rescinds this Contract before expiry of the service term agreed with Party A, Party A may calculate and collect liquidated damages in accordance with training expenses actually paid. The amount of the liquidated damages shall not exceed the training expenses paid by Party A, and its standard is determined as progressive reduction of 20% of total amount of training expenses actually paid for each service year.

Article 42 The specific procedures for signing of the relevant training contract and letter of confirmation of training as well as training compensation settlement procedure shall be executed in accordance with Party A’s relevant existing provisions.

X. Confidentiality and Non-competition

Article 43 Party B shall keep Party A’s business secrets which refer to practical know-how and operation information not known to the public and capable of bringing economic interests to Party A, including but not limited to the following contents:

1. Technical information: Scope of technical information usually includes technical schemes, engineering designs, circuit designs, manufacturing methods, formulas, process flows, technical indexes, computer software, databases, trial results, drawings, samples and prototypes, models and molds, operation manuals, technical documents, business correspondences involving business secrets, etc.;

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2. Operation information: Scope of operation information usually includes business strategies and business expansion plans, major investment and financing projects, capital operation and stock market value management related programs, undisclosed financial resources, client lists, marketing plans, purchasing data, pricing policies, labor remuneration, inbound channels, production and sales policies, objects in bidding, contents of bid documents, etc.;

3. Matters for which Party A shall perform confidentiality obligations outside according to statutory provisions and agreements reached in the relevant agreements;

4. Other confidential matters belonging to Party A according to law.

Article 44 Party B shall undertake the following obligations for keeping of business secrets:

1. Do not spy on business secrets not needed for one’s own work;

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 2. Do not disclose Party A’s business secrets to any third person that does no undertake the relevant confidentiality obligations;

3. Do not allow (behaviors that dispose Party A’s business secrets including lending, bestowal, leasing and transfer are all categorized as “allow) the using of or assist any third person that does not undertake the relevant confidentiality obligations in using Party A’s business secrets;

4. Do not utilize Party A’s business secrets learned to engage in operation, transaction and other relevant behaviors that damage the interests of Party A or its affiliates;

5. Take effective measures to prevent the further expansion of disclosure of secrets if Party B finds out that the business secrets are leaked, or the business are leaked due to its mistake, and timely report to Party A’s relevant department;

6. Undertake other due obligations for keeping of business secrets in principle of good faith.

Article 45 The obligations of keeping business secrets are not limited to the period when the Parties sustain their labor relationship. Party B shall prudently keep Party A’s business secrets learned, unless otherwise:

1. Party A’s business secrets learned by Party B are already known to the public;

2. Party A has clearly publicized that such business secrets are already freed from confidentiality and such information no longer has the characteristic of business secret;

3. Party A’s legal personality is terminated and there is no person or organization bearing Party A’s rights and obligations.

Article 46 If Party B concludes a confidentiality and non-competition agreement with Party A, such agreement shall be taken as an appendix to this Contract and have same legal effect as this Contract. Party B shall strictly abide by and perform the obligations agreed in the aforesaid agreement; if Party B violates such agreements, she shall pay liquidated damages to Party A as agreed. If the liquidated damages are not enough to make up for Party A’s loss, Party B shall assume compensatory responsibility.

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XI. Responsibilities for Violation of Labor Contract

Article 47 If Party A rescinds this Contract in accordance with agreements reached in Article 29 of this Contract, Party B shall further assume compensatory responsibility for loss therefore caused to Party A.

Article 48 If Party B participates in training during work at Party A and rescinds the labor contract ahead of time before expiry of the agreed service term, or Party A rescinds the labor contract in accordance with agreements reached in Article 29 of this Contract, Party A shall have the right to request Party B of paying of training compensation in accordance with the standard agreed in Article 41 of this Contract.

Article 49 If Party B causes a certain loss to Party A in violation of agreements reached in Article 44 of this Contract, she shall assume loss compensation responsibility. The loss compensation shall be calculated using the following method:

1. The loss compensation amount is the sum of actual economic loss caused to Party A due to Party B’s breaching behavior and expectation loss that can be proved with evidence;

2. If Party A’s loss is difficult to calculate using the calculation method mentioned in paragraph 1 of this article, the loss compensation amount shall be a reasonable amount not lower than all profits acquired by Party B due to its breaching behavior, or shall not be lower than the reasonable amount of royalties of Party A’s business secrets;

3. Reasonable expenses paid by Party A due to investigation and liability pursuit of Party B’s breaching behavior (including but not limited to counsel fee, notarization fee, authority permit expense, etc.) as well as personnel recruitment fees, training fee and other relevant losses caused to Party A due to rescission of the labor contract shall also be included in the loss compensation amount.

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 4. If Party B’s breaching behavior has simultaneously infringed upon Party A’s right over business secrets, Party A may request Party B to assume liabilities for breach of contract according to the requirements of this Contract, or request Party B to assume tort liability in accordance with the requirements of the relevant national laws and regulations.

Article 50 If Party B violates the non-competition contract signed by the Parties, she shall pay liquidated damages to Party A in accordance with agreements reached in the non-competition contract. If the liquidated damages paid by Party B are not enough to compensate for Party A’s loss, Party B shall compensate for the loss that goes beyond the liquidated damages.

Article 51 If Party A rescinds the labor contract in accordance with agreements reached in Article 29, besides the compensation agreed in Article 47, and Party A is prosecuted by Party B’s former employer, Party B shall compensate for all losses therefore caused to Party A.

Article 52 If Party B owes any expenses to Party A (including but not limited to debt, compensation, liquidated damages, etc.), Party A shall have the right to deduct relevant amount from Party B’s wage, bonus, allowance, subsidy, etc. (including but not limited to them). If the aforesaid amount is not enough for deduction, Party A shall have the right to demand compensation for the residual part from Party B.

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Article 53 If either party’s other breaching behaviors cause economic loss to the other party, it shall compensate for the other party’s economic loss in accordance with statutory provisions.

XII. Handling of Labor Disputes

Article 54 If a labor dispute arises due to performing of this Contract, the Parties may apply to Party A’s labor dispute mediation committee for mediation. If mediation fails and a party requests arbitration, it shall apply to labor dispute arbitration committee for arbitration within the relevant limitation of legal proceedings. The party may also directly apply to the labor dispute arbitration committee for arbitration. If the party does not obey the ruling, it may also file a lawsuit to people’s court.

XIII. Other Contents Negotiated and Agreed by the Parties

Article 55 All patents, copyrights and other intellectual property rights generated by Party B based on her position behaviors or by mainly utilizing Party A’s material technical conditions during contract term shall belong to Party A, and Party B is not entitled to conduct commercial development.

Article 56 Party B shall not be employed by any other unit or individual by any means, directly or indirectly, full-time or part-time, to engage in any form of work including but not limited to consulting or operating activities without Party A’s written consent after the Parties sign this Contract.

Article 58 The altered parts of this Contract, forged signature and signature on others’ behalf without legal authorization are deemed as invalid.

Article 59 Appendixes to this Contract have same effect as this Contract. However, if terms of this Contract have any conflict or inconsistency with the contents of appendixes hereto, the latter shall prevail. Appendixes to this Contract include: Instructions to the use of this Contract, various special agreements signed by the Parties during the term of this Contract, and Party A’s relevant rules and regulations.

Article 60 Party B hereby confirms that her mailing address in this Contract is the address for service of documents and instruments related to the labor relation management. If this address is changed, Party B shall inform Party A in writing within five working days since the date when the change is made.

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Article 61 Party B hereby agrees that “emergency contact” in this labor contract will serve as Party B’s trustee when Party B is under a status with contact obstacle (including but not limited to circumstances like Party B’s hospitalization due to illness, loss of personal freedom, etc.). This trustee enjoys the authority to reconcile, acquire on Party B’s behalf and sign for receipt of the relevant instruments. The following contact number is determined as the contact’s effective telephone number. In case of any change in the following telephone number, Party B shall inform Party A in writing since the date when the change is made.

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Emergency contact: ___/___ Contact number: ___/___

Mailing address: ___/___

Article 62 Other matters agreed upon by the Parties:

Party B shall be responsible for the confidentiality of Party B’s account in the office platform of King Eagle (Tianjin) as well as associated companies. Mails sent via this account are Party B’s true intentions, and Party B agrees to carefully read the mails sent to this account.

Article 63 Matters not mentioned herein shall be executed in accordance with the relevant existing rules and regulations of Party A. If the contract terms go against the relevant existing provisions of the State and the government, the latter shall prevail.

Article 64 Party A has the right to decide to submit the duplicate of this Contract to the relevant department or individual in the country where Party B’s training is conducted via Chinese embassy and consulate as necessary.

Article 65 This Contract comes into force since the date when the Parties sign it.

Article 66 This Contract is made in duplicate with Party A and Party B holding one copy respectively and both copies having the same legal effect.

Party A (seal) Party B (signature): Mao Xiangyi (signature and fingerprint)

Legal representative or entrusted agent (signature and seal)

Signing date: 16/11/2020

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No.: KPZJB202007002

Labor Contract

Party A: King Eagle (China) Co., Ltd. Party B: Zhang Yuanyuan

Instructions to the Use of Labor Contract

4. This Contract shall be filled out by sign pen or pen with clear handwriting and brief and accurate text. This Contract shall not be altered once signed.

8. This Contract is made in triplicate with Party A and Party B holding two copies and one copy respectively. The copy handed over to Party B shall not be kept by Party A on Party B’s behalf.

9. This Contract does not apply to part-time employment.

Full name of the Employer (hereinafter referred to as Party A): King Eagle (China) Co., Ltd.

Legal representative or entrusted agent:Wang Wenqiang

Party A’s address: Floor 27, Building 1, No. 2 Yard, Ronghua South Road, Yizhuang Economic and Technological Development Zone, Beijing

Party B’s name (hereinafter referred to as Party B): Zhang Yuanyuan

Resident ID card number: 110106198104054229

Name of ID card issuing authority: Beijing Municipal Public Security Bureau Xuanwu Sub-bureau

Mailing address: Room 5-1106, Yuanjian Mingyuan Residential Area, Hongju Street, Guanganmen Wai, Xicheng District, Beijing

Contact number: 18600038886

I. Type and Term of Contract

Article 1 The following type 1 is adopted as the form of this Contract.

1. Fixed-term labor contract:

The contract term lasts for 3 years, i.e. from July 10, 2020 to July 9, 2023.

The probation period lasts for 0 months, i.e. from date of____/____ to date of / .

2. Non-fixed-term labor contract:

The contract starts from the date of____/____ and ends when the conditions for termination agreed in Article 24 of this Contract appear.

The probation period lasts for / months, i.e. from date of____/____ to date of / .

3. Labor contract with term determined by completion of certain work task:

The contract starts from the date of____/____ and is terminated on the next day after the work tasks of____/____ is completed and all the relevant technical data is fully archived. The symbol for the completion of the task is____/____.

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II. Work Contents and Workplace

Article 2 In accordance with Party A’s work needs, Party B agrees to engage in the post of deputy general manager (type of work or post). During the effective term of this Contract, Party B agrees that Party A may adjust her operating post, ranking or remuneration treatment according to operation needs. If Party A adjusts Party B’s operating post, it shall give full consideration to Party B’s professionalism and

Article 4 Party B agrees to work at a workplace arranged by Party A, i.e. Beijing, and further agrees that Party A may change Party B’s workplace based on operation demands.

III. Working Time and Rest & Holidays

Article 5 Party A arranges Party B to implement the following type 1 of working hour system:

1. Standard working hour system;

2. Flexible working hour system;

3. Comprehensively calculated working hour system.

IV. Labor Protection and Working Conditions

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V. Labor Remuneration

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 1. Party B implements a monthly salary system combining basic wage and merit pay. Party B’s wage standard is RMB 35,000 Yuan/month before tax, including basic wage of RMB 21,000 Yuan and merit pay of RMB 14,000 Yuan as well as non-competition compensation of RMB____/____ Yuan. If probation period is agreed herein, Party B’s basic wage during the probation period is RMB____/____ Yuan/ month before tax, including basic wage of RMB____/____ Yuan and merit pay of RMB____/____ Yuan.