UCBB~~MONSTA 8K UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 24, 2018 (March 15, 2018)
US-CHINA BIOMEDICAL TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Nevada 000-54440 27-4479356
(State of other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2 Park Plaza, Suite 400
Irvine, CA 92691
(Address of principal executive office)
(949) 769-3536
(Registrant's telephone number, including area code)
_________________________
(Former name, former address and former fiscal year, 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On March 15, 2018, US-China Biomedical Technology, Inc., a Nevada corporation formerly known as Cloud Security Corporation (the “Company”), entered into a subscription agreement (the “Subscription Agreement”) for the sale of an aggregate 2,000,000 shares of the Company’s common stock (the “Shares”) at a purchase price of $0.40 per share to China-Israel Biological Technology, Co. Ltd. (“CIB”), a Chinese company associated with Mr. Qingxi Huang, President and Chief Executive Officer of the Company, pursuant to the Subscription Agreement for aggregate proceeds of $800,000 (the “Purchase Price”). CIB shall pay the Purchase Price as follows: (i) $569,805.23 USD paid at closing, and (ii) $230,194.77 USD shall be applied toward the Purchase Price pursuant to a Debt Settlement Agreement entered into by the Company and CIB whereby $223694 in principal and $6,500.77 in interest accrued under certain loans made to the Company by CIB shall be converted and applied towards the Purchase Price for the Shares (the “Debt Settlement Agreement”). The Purchase Price was paid in full as of May 8, 2018 and funds will be used for general corporate and administrative purposes and the development of the Company’s business plan.
Following the acquisition of the Shares, CIB will own an aggregate 6,632,000 shares (42.7%) of the Company’s issued and outstanding common stock. There will be approximately 15,526,896 shares of common stock issued and outstanding as of the date of this Current Report.
The foregoing description of the Subscription Agreement and Debt Settlement Agreement are not complete and is subject to and qualified in its entirety by reference to the Subscription Agreement attached hereto as Exhibit 10.1 and Debt Settlement Agreement attached hereto as 10.2, each of which is incorporated herein by this reference.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
Pursuant to the Subscription Agreement described in Item 1.01 of this Current Report on Form 8-K, which description is incorporated by reference into this Item 3.02 in its entirety, on March 15, 2018, the Company sold the Shares to CIB issued pursuant to and in accordance with Rule 903 of Regulation S of the Securities Act of 1933 (the “Act”) on the basis that the sale of the shares was completed in an "offshore transaction", as defined in Rule 902(h) of Regulation S. All certificates representing the Shares were or upon issuance will be endorsed with a restrictive legend confirming that the securities had been issued pursuant to Regulation S of the Act and could not be resold without registration under the Act or an applicable exemption from the registration requirements of the Act. The Subscription Agreement did not involve a public offering, the sale of the securities was made without general solicitation or advertising, there was no underwriter, and no underwriting commissions were paid.
ITEM 9.01 FINANCIAL STATEMENTS
(d) Exhibits
10.1 Subscription Agreement by and between the Company and CIB.
10.2 Debt Settlement Agreement between the Company and CIB
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
May 24, 2018 US-CHINA BIOMEDICAL TECHNOLOGY, INC.
/s/Qingxi Huang
Name: Qingxi Huang
Title: Chief Executive Officer
Exhibit 10.1
SUBSCRIPTION AGREEMENT
????
THIS SUBSCRIPTION AGREEMENT (“SUBSCRIPTION AGREEMENT”) RELATES TO A PRIVATE OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).
?????«??1933????»(????“«1933????»”)??,?????(????“????”)???????????????????????????
NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT OR ANY U.S. STATE SECURITIES LAWS AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.
??????????????«1933????»?????????????????????????,??????????????????????????????? ??????«1933????»??S???,???«1933????»???????,???????,??????«1933????»?????,??????????????????????,??????«1933????»??,???????????????“??”?“????”??«1933????»????????
The undersigned (the "Subscriber") hereby tenders this subscription and agrees to purchase the common stock shares issued by US-China Biomedical Technology, Inc., a Nevada Corporation (the "Company"), set forth next to such Subscriber's name on the signature page hereto. In consideration therefore, the Subscriber hereby delivers a counterpart of this Agreement, together with the amount set forth next to the Subscriber's name on the signature page hereto, by wire transfer or a certified check representing immediately available funds, in full payment of the aggregate purchase price of the Shares. The Subscriber understands and agrees this subscription is irrevocable.
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1. Subscription
1. ??
1.1 Company Background
1.1 ????
Information about the Company’s background, profile, business plan, and associated risks can be found in the Company’s public filings made with the Securities and Exchange Commission.
?????????????????????????????????????????????????
1
1.2 Subscription
1.2 ??
The Subscriber, intending to be legally bound, hereby irrevocably subscribes for 2,000,000 shares (the “Shares”) of common stock (the “Common Stock”) of the Company, for an aggregate purchase price of USD $ 800,000 (the “Subscription Proceeds”) at USD $0.40 per share. The Company shall deliver the Shares to the undersigned promptly after the acceptance of this Subscription Agreement by the Company.
????????0.40??/???????????(????“????”)2,000,000?,?????(????)?800,000??,??????,??????????????????,?????????????
1.3 Acceptance or Rejection of Subscription Agreement
1.3 ?????????
(a) The Subscriber understands and agrees that the Company reserves the right to reject this subscription for the Shares if, in its reasonable judgment, it deems such action in the best interest of the Company, at any time prior to the Closing, notwithstanding prior receipt by the undersigned of notice of acceptance of the Subscriber’s subscription.
(a)????????,???????????????????????????,????????????????????,??????????????????????
(b) The Subscriber understands and agrees that its subscription for the Shares is irrevocable.
(b)??????????????????????
(c) In the event the sale of the Shares subscribed for by the Subscriber is not consummated by the Company for any reason (in which event this Subscription Agreement shall be deemed to be rejected), this Subscription Agreement, and any other agreement entered into between the Subscriber and the Company relating to this subscription, shall thereafter have no force or effect, and the Company shall promptly return or cause to be returned to the Subscriber the purchase price remitted to the Company by the Subscriber, without interest thereon or deduction therefrom, in exchange for the Shares.
(c)??????????????????(????????????),?????????????????????????????????????????,??????????????????????,?????????????
1.4 Payment
1.4 ??
The Subscription Proceeds must accompany this Subscription Agreement and shall be paid to the Company by certified check or wire transfer after the Subscriber’s subscription is approved by the relevant Chinese government departments.
??????????????,????????????????????????????????
2. Closing
2. ??
Closing of the purchase and sale of the Shares shall be deemed to be effective when the Company executes a counterpart of this Subscription Agreement (the “Closing Date”). The Closing Date shall not be more than 30 days following the Company’s receipt of Subscriber’s executed Subscription Agreement.
??????????(“????”)????,????????????????????????????????????30??
3. Acknowledgements of Subscriber
3. ?????:
The Subscriber acknowledges and agrees that:
????????:
(a) Subscriber is an affiliate of the Company; the decision to execute this Subscription Agreement and purchase the Shares agreed to be purchased hereunder has not been based upon any oral or written representation as to fact made by or on behalf of the Company.
(a) ?????????;???????????????????????,?????????????????????
(b) The Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the sale of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(b) ?????????????????????????????,??????,???????????????????????,????????????????
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(c) The books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by Subscriber during reasonable business hours at its principal place of business and that all documents, records and books in connection with the sale of the Shares hereunder have been made available for inspection by the Subscriber, the Subscriber’s attorney and/or advisor(s) if reasonable notice was provided to the Company;
(c)?????????,????????,???????????????????????????????,?????????????????????????????????????/???????
(d) All information which the Subscriber has provided to the Company in the Prospective Investor Suitability Questionnaire (the “Questionnaire”) is correct and complete as of the date the Questionnaire is signed, and if there should be any change in such information prior to this Subscription Agreement being accepted by the Company, the Subscriber will immediately provide the Company with such information;
(d)????«????????????»(????“??”)?????????????????????????????????????????????????????,?????????????????
(e) The Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors, attorneys, and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(e)???????????????????,????????????????,??????????????????????,????????,??????????????????????????????????????????????????????(????????????????????????????????????????????????????????)?
(f) The issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(f) ?????????,????????????????????????????,?????????????????????
(g) The Subscriber has been advised to consult its own legal, tax, and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions. Subscriber is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(g) ?????????????????????,?????????????????????????????(???????????)?????????;
(h) The Subscriber has been advised and acknowledges that there is no assurance that the Company will raise sufficient funds to adequately capitalize the business of the Company or that the business will be profitable in the future. Risks inherent in this investment include, but are not limited to, all business risks associated with any business, with the additional risks associated with medical industry and technology related thereto.
(h) ?????????,????????????????????????????????????????????????????????????,??????????????????
(i) No documents in connection with the sale of the Shares hereunder have been reviewed by the Securities and Exchange Commission or any state securities administrators;
(i) ??????????????????????????????????????????;
(j) There is no government or other insurance covering any of the Shares;
(j) ???????????????;
(k) The Subscriber has been advised that an investment in the Shares involve a high degree of risk, and Subscriber should be able to bear the loss of his/her/its entire investment;
(k) ??????,?????????,??????????????????;
(l) This Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company;
(l) ??????????????,?????????????;
(m) The Subscriber will not receive a private placement memorandum (“PPM”), but has been given access to full and complete information regarding the Company, including but not limited to, the Company’s publicly available financial information and securities filings and has utilized such access to their satisfaction for the purpose of obtaining information on the Company; and particularly, the Subscriber has been given a reasonable opportunity to meet with representatives of the Company for the purpose of asking questions of and receiving answers from, such representatives concerning the Shares, and to obtain any additional information, necessary to verify the accuracy of the information provided. Given this information and opportunity, Subscriber has made an independent examination and investigation of an investment in the Shares and the Company, and has depended on the advice of its legal and financial advisors, and agrees that the Company will not be responsible in anyway whatsoever for the Subscriber’s decision to invest in the Shares and the Company;
3
(m) ??????????????(“PPM”),???????????????????,??????,?????????????????,?????????????????;????,???????????????,????????????????????,??????????,??????????????????????,??????????????????????,??????????????????????????????????,??????;
(n) The entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound (including corporate formation documents;
(n) ??????????????????????????????????,??????????????????(????????);
(o) The Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber
(o) ????????????????,????????????????????????
4. Representations, Warranties and Covenants of the Subscriber
4. ???????????
The Subscriber hereby represents, warrants, and covenants to the Company (which representations, warranties, and covenants shall survive the Closing Date) that:
????????????????(??????????????????)??:
(a) Investment Purposes. The undersigned is acquiring the Shares for his/her/its own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares or any portion thereof. Furthermore, the undersigned does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Shares for which the undersigned is subscribing or any part of the Shares.
(a)?????????????????????????,??????????;??????????,???????/??????????,?????????????????????????????????,????????????????????????,??????????????????????????????
(b) Authority. The undersigned has full power and authority to enter into this Subscription Agreement, the execution and delivery of this Subscription Agreement has been duly authorized, if applicable, and this Subscription Agreement constitutes a valid and legally binding obligation of the undersigned.
(b)????????????????????,??????????????????(???),?????????????????????????
(c) No General Solicitation in the United States. The undersigned is not subscribing for 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 presented at any seminar or meeting, or any solicitation of a subscription by person previously not known to the undersigned in connection with investment securities generally in the United States.
(c)??????????????????????????????????????????????,??????????????????????????????????????????,????????????
(d) No Obligation to Register Shares. The undersigned understands that the Company is under no obligation to register the Shares under the Securities Act, or to assist the undersigned in complying with the Securities Act or the securities laws of any state of the United States or of any foreign jurisdiction.
(d)????????????????????????«????»?????,??????«????»????????????????«???»????????
(e) Investment Experience . The undersigned is (i) experienced in making investments of the kind described in this Subscription Agreement, (ii) able, by reason of the business and financial experience of its officers (if an entity) and professional advisors (who are not affiliated with or compensated in any way by the Company or any of its affiliates or selling agents), to protect its own interests in connection with the transactions described in this Subscription Agreement, and (iii) able to afford the entire loss of its investment in the Shares.
(e)?????????(i)?????????????????;(ii)??????????????(??????)?????(???????????????????????),???????????????????????;(3)???????????????
(f) Exemption from Registration. The undersigned acknowledges his/her/its understanding that the offering and sale of the Shares is intended to be exempt from registration under the Securities Act. In furtherance thereof, in addition to the other representations and warranties of the undersigned made herein, the undersigned further represents and warrants to and agrees with the Company and its affiliates as follows:
(f)?????????????,?????????????«????»?????????,????????????????????,????????????????????????:
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(1) The undersigned realizes that the basis for the exemption may not be present if, notwithstanding such representations, the undersigned has in mind merely acquiring the Shares for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The undersigned does not have any such intention;
(1)?????,???????,????????????,????????????????????????????????,?????????????????????????;
(2) The undersigned has the financial ability to bear the economic risk of his/her/its investment, has adequate means for providing for his/her/its current needs and personal contingencies and has no need for liquidity with respect to his/her/its investment in the Company;
(2)????????????????????,???????????????????????,???????????????;
(3) The undersigned has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Shares. The undersigned also represents it has not been organized for the purpose of acquiring the Shares; and
(3)???????????????????,???????????????????????????,?????????????????
(4) The undersigned has been provided an opportunity for a reasonable period of time prior to the date hereof to obtain additional information concerning the offering of the Shares, the Company, and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
(4)??????????????????????????????????????????????????????????????????????
(g) Economic Considerations . The undersigned is not relying on the Company, or its affiliates or agents with respect to economic considerations involved in this investment. The undersigned has relied solely on its own advisors.
(g) ??????? ???????????????,??????????????????????????????????
(h) No Other Company Representations . No representations or warranties have been made to the undersigned by the Company, or any officer, employee, agent, affiliate or subsidiary of the Company, other than the representations of the Company contained herein, and in subscribing for the Shares, the undersigned is not relying upon any representations other than those contained herein.
(h) ???????? ?????????????,???????????????????????????????????,????????????????????????????
(i) Compliance with Laws . Any resale of the 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 the Shares or underlying shares of common stock in any jurisdiction outside of the United States will be made in compliance with the securities laws of such jurisdiction. The undersigned will not offer to sell or sell the Shares in any jurisdiction unless the undersigned obtains all required consents, if any.
(i) ????? ????S??902(f)???“??????”,?????????????S??????????,?????????????????????????????,?????????????????????????????????????,??????????????(??)?
(j) Regulation S Exemption . The undersigned understands that the 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, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the undersigned set forth herein in order to determine the applicability of such exemptions and the suitability of the undersigned to acquire the Shares. In this regard, the undersigned represents, warrants and agrees that:
(j) ??S??? ?????,??????????????????????????,??«????»?????S,????????????????????????????????????????,??????????????????????????????,?????????????:
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(1) The undersigned is not a U.S. Person (as defined under Rule 902 of Regulation S and as set forth below) and is not acquiring the Shares for the account or benefit of a U.S. Person. A U.S. Person means any one of the following:
(1)????????(????S??902???),?????????????????????????????????:
a. Any natural person resident in the United States of America;
a. ???????????;
b. Any partnership or corporation organized or incorporated under the laws of the United States of America;
b. ?????????????????????;
c. Any estate of which any executor or administrator is a U.S. person;
c. ??????????????????;
d. Any trust of which any trustee is a U.S. person;
d. ????????????;
e. Any agency or branch of a foreign entity located in the United States of America;
e. ???????????????????;
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;
f. ?????????????????????????????????????????(???????);
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
g ???????????(???)????????????????????????????(?????????);
h. Any partnership or corporation if:
h. ?????????,????????:
i. Organized or incorporated under the laws of any foreign jurisdiction; and
i. ???????????????;??
ii. 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. ??????,????????«????»????????;???????????????????????????????????(??«????»501(a)??)
(2) At the time of the origination of contact concerning this Subscription Agreement and the date of the execution and delivery of this Subscription Agreement, the undersigned was outside of the United States
(2) ????????????????????????,????????
(3) The undersigned will not, during the period commencing on the date of issuance of the Shares, and ending on the first 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 the 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.
(3) ????????????????????,????S?????????(???)??????,???????????????????????????,???????????????????
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(4) The undersigned will, after expiration of the Restricted Period, offer, sell, pledge or otherwise transfer the Shares or underlying 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.
(4) ?????????,??«????»????????????????????????????,?????????????????????????????
(5) The undersigned 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 the Shares, including without limitation, any put, call or other option transaction, option writing or equity swap.
(5) ???????????????????????,?????????????????,???????????????????????????????
(6) Neither the undersigned nor or 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 the Shares, and the undersigned 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.
(6) ???????????????????????????????????????????,?????????????????????????????????S????
(7) The transactions contemplated by this Subscription 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.
(7) ???????????????????????????,?????????????????????
(8) Neither the undersigned 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 the Shares. The undersigned agrees not to cause any advertisement of the Shares to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to thereto, 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.
(8) ??????????????????????????????????????????????????,?????????????????????????????,????????????,????????:????«????»??S???????,???????????????,????????????????????
(9) Each certificate representing the Shares shall be endorsed with the following legends, in addition to any other legend required to be placed thereon by applicable federal or state securities laws:
(9) ??????????????????,???????????????????????:
“THE SECURITIES ARE BEING OFFERED TO INVESTORS 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.”
“??????????,???«????»??????????????(sec)??????,??,??????????(??1933????????«??????»??S???)?”
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“TRANSFER OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”
????????,?????«????»??S????????????;??,????????????,?????«????»???
(10) The undersigned consents to the Company making a notation on its records (or giving instructions to any transfer agent of the Company, if any) in order to implement the restrictions on transfer of the Shares or the underlying shares of common stock set forth in this Section.
(10) ???????????????(????????????????),?????????????????????????
(k) Accredited Investor . The undersigned is an “Accredited Investor” as that term is defined in Rule 501 of under the Securities Act.
(k) ?????? ?????«????»?501????“?????”?
(l) Potential Loss of Investment; Risk Factors . The undersigned understands that an investment in the Shares is a speculative investment which involves a high degree of risk and the potential loss of his/her/its entire investment.
(l) ???????;????? ?????,??????????????,????????????????
(m) Investment Commitment . The undersigned's overall commitment to investments which are not readily marketable is not disproportionate to the undersigned's net worth, and an investment in the Shares will not cause such overall commitment to become excessive.
(m) ????? ?????????????????????????,?????????????????????
(n) Receipt of Information . The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment in the Company that has been requested by the undersigned.
(n) ????? ?????????????????????????????????????
(o) Investor Questionnaire . The undersigned represents and warrants to the Company that all information that the undersigned has provided to the Company, including, without limitation, the information in the Questionnaire attached hereto or previously provided to the Company is correct and complete as of the date hereof.
(o) ?????? ?????????,???????????????????????,???????????????????????????
(p) No Reliance . Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares, and on that basis, believes that his/her/its investment in the Shares is suitable and appropriate for the undersigned.
(p) ????? ????????,?????????????????????????????????????????????????????????????????????????????????????????,??????,?????????????
(q) No Governmental Review . The undersigned 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 the Shares, the underlying shares of common stock, or the Company, or (iii) guaranteed or insured any investment in the Shares or any investment made by the Company.
(q) ??????? ?????,?????????(i)??????????????;(ii)?????????????????????;(3)?????????????????????
8
5. Representations, Warranties and Covenants of the Company
5. ??????????
The Company hereby represents, warrants, and covenants to Subscriber as follows:
???????????????????:
(a) The Company has been duly organized and validly exists as a corporation in good standing under the laws of its state of Nevada. The Company has all requisite corporate power and authority, and all material and necessary authorizations to own or lease its properties and conduct its business. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions of this Agreement;
(a) ????????????,???????????????????????????????,??????????????????????????? ??????????????????????????????????
(b) This Agreement and the Exhibits (if any) hereto have been duly and validly authorized, executed and delivered by the Company and are valid and binding agreements of the Company, enforceable in accordance with their respective terms, except to the extent that the enforceability hereof or thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (ii) limitations upon the power of a court to grant specific performance or any other equitable remedy, or (iii) a finding by a court of competent jurisdiction that the indemnification provisions herein are in violation of public policy;
(b) ??????(??)???????????????????,???????????????,???????????,?????????????????????????:(1)????????,?????????????????????????;(2)??????,????????????????????;(3)???????????????????????;
(c) The Shares have been duly authorized by the Company and will be validly issued, fully paid, and non-assessable upon issuance;
(c) ??????????,?????????????????????;
(d) The Company is not in violation of its Articles of Incorporation or Bylaws (the “Charter Documents”) and the consummation of the transactions contemplated herein shall not constitute a violation of the Charter Documents;
(d) ???????????????(“????”)???,??????????????????????
(e) This Agreement and the Exhibits (if any) do not contain any untrue statement of a material fact or omit to state any material fact required to be stated herein or therein or necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. All statements of material facts herein or therein (including, without limitation, any attachment, exhibit or schedule hereto or thereto) are true and correct as of the date hereof and will be true and correct on each Closing Date.
(e)??????(??)???????????????,??????????????????????????????(?????????????????????)????????????????
(f) The minute books and corporate records of the Company contain a complete summary of all meetings and actions of the managers, members, officers, directors and stockholders of the Company since the time of its incorporation (and of any predecessor to the Company) and reflects all transactions referred to in such minutes accurately in all respects.
(f)?????????????????????????????????????(?????????)?????????????,????????????????????
6. Representations and Warranties will be Relied Upon by the Company
6. ??????????
The Subscriber acknowledges that the representations and warranties contained herein are made by it with the intention that they may be relied upon by the Company and its legal counsel in determining the Subscriber’s eligibility to purchase the Shares under applicable securities laws, or (if applicable) the eligibility of others on whose behalf it is contracting hereunder to purchase the Shares under applicable securities laws. The Subscriber further agrees that by accepting delivery of the certificates representing the Shares on the Closing Date, it will be representing and warranting that the representations and warranties contained herein are true and correct as at the Closing Date with the same force and effect as if they had been made by the Subscriber at the Closing Date, and that they will survive the purchase by the Subscriber of the Shares and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such Shares.
9
??????????,(?????)??????????????????????,??????????????(???)??????????????????????????????????(???????)???????,?????????????,?????????????????????????????,??????????????????????????????????????(?????????????)?????
7. Costs
7. ??
The Subscriber acknowledges and agrees that all costs and expenses incurred by the Subscriber (including any fees and disbursements of any special counsel retained by the Subscriber) relating to the purchase of the Shares shall be borne by the Subscriber.
????????????????????????(????????????????),??????
8. Governing Law
8. ????
Any dispute arising under or in connection with any matter of any nature (whether sounding in contract or tort) relating to or arising out of this Subscription Agreement, shall be resolved exclusively by arbitration. The arbitration shall be in conformity with and subject to the applicable rules and procedures of the American Arbitration Association. All parties agree to be (1) subject to the jurisdiction and venue of the arbitration in Orange County, State of California, (2) bound by the decision of the arbitrator as the final decision with respect to the dispute, and (3) subject to the jurisdiction of the Superior Court of the State of California for the purpose of confirmation and enforcement of any award.
??????????????(??????????)?????,?????????????????,????????????????????????????????????????(1)??????????????????;(2)????????????????;(3)?????????????,?????????
9. Survival
9. ????
This Subscription Agreement, including without limitation the representations, warranties and covenants contained herein, shall survive and continue in full force and effect and be binding upon the parties hereto notwithstanding the completion of the purchase of the Shares by the Subscriber pursuant hereto.
?????(????????????????????)????????,????????????,???????????????????
10. Assignment
10. ??
This Subscription Agreement is not transferable or assignable.
?????????????
11. Execution
11. ??
The Company shall be entitled to rely on delivery by email or facsimile machine of an executed copy of this Subscription Agreement and acceptance by the Company of such email or facsimile copy shall be equally effective to create a valid and binding agreement between the Subscriber and the Company in accordance with the terms hereof.
???????????????????????????,???????????????????,????????????????????????
12. Severability
12. ????
The invalidity or unenforceability of any particular provision of this Subscription Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Subscription Agreement.
??????????????????????????????????????????
13. Entire Agreement
13. ????
Except as expressly provided in this Subscription Agreement and in the agreements, instruments and other documents contemplated or provided for herein, this Subscription Agreement contains the entire agreement between the parties with respect to the sale of the Shares and there are no other terms, conditions, representations or warranties, whether expressed, implied, oral or written, by statute or common law, by the Company or by anyone else.
???????????????????????????????,?????????????????????????,????????????(???????????????)???????????????????
14. Notices
14. ????
Any notice, demand or other communication which any party hereto may be required, or may elect, to give to anyone interested hereunder shall be sufficiently given if (a) deposited, postage prepaid, in a United States mail letter box, registered or certified mail, return receipt requested, addressed to such address as may be given herein, or (b) delivered personally at such address.
10
???????????????????????????????????,???????,??????????????:(a)?????????????????????????????????(b)???????
15. Headings
15. ??
Headings are for convenience only and are not deemed to be part of this Subscription Agreement
????????,?????????????
16. Counterparts
16. ??
This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument.
???????????????,??????????????????,???????????????????
17. Binding Effect
17. ???
Except as otherwise provided herein, this Subscription Agreement shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and assigns. If the Subscriber is more than one person, the obligation of the undersigned shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his heirs, executors, administrators and successors.
?????????,?????????????????????????????????????????????????????,??????????,???????????????????????????????????????????????????
18. Further Assurances
18. ?????
Upon request from time to time, the Subscriber shall execute and deliver all documents, take all rightful oaths and do all other acts that may be necessary or desirable, in the reasonable opinion of the Company or its counsel, to effect the subscription for the Shares in accordance herewith.
???????,?????????????????,??????????????,?????????????,?????????????
[Signature Page Follows]
????????
11
SIGNATURE PAGE
???
__ 2,000,000 Shares
__ 2,000,000 ?
USD $0.40 per Share for a total purchase price of USD $ 800,000.00
??0.40??,???? 800,000.00??
[Check if applicable] The Subscriber has a pre-existing relationship with the Company [_]
???????? ??????????? [_]
[Check if applicable] The Subscriber is an affiliate of the Company [_]
???????? ????????????? [_]
The Subscriber directs the Company to issue and deliver the certificates representing the Shares as follows:
??????????????????????:
CERTIFICATE INSTRUCTIONS
????
DELIVERY INSTRUCTIONS
????
Name to appear on certificate
??????
Name and account reference, if applicable
???,???????
China-Israel Biological Technology Co., Ltd.
Account reference if applicable
????(???)
Contact name
?????
QingXi Huang
Address
??
Address
??
21F,Hualing Building,111Furong Rd,Changsha,Hunan Province,China 21F,Hualing Building,111Furong Rd,Changsha,Hunan Province,China
Tax I.D./E.I.N./S.S.N., if applicable
??/E.I.N./S.S.N., ???
Telephone Number
????
(86) 0731-82416666
This Subscription Agreement is EXECUTED by the Subscriber this _______ day of 2018,
????2018?_______????????
12
EXECUTION BY SUBSCRIBER:
?????:
ACCEPTED and EFFECTIVE this ______day of _______, 2018,
??????2018?_______?
X
US-CHINA BIOMEDICAL TECHNOLOGY, INC.
????????????
Signature of individual (if Subscriber is an individual)
????(???????)
Authorized signatory (if Subscriber is not an individual)
?????(???????)
Authorized signatory
?????
China-Israel Biological Technology Co., Ltd.
????????????
Qingxi Huang
Name of Subscriber ( please print ), or
?????(???),?
Name of authorized signatory
???????
Qingxi Huang
CEO
?????
Name of authorized signatory ( please print )
???????(???)
Title of authorized signatory
???????
21F Hualing Building, 111 Furong Rd.
???????????111?,????21?
Address of Subscriber (residence)
?????(???)
(86)13657449828
Telephone Number and e-mail address
?????????
n/a
???
Social Security/Tax ID Number, if applicable
????/??,???
Exhibit 10.2
DEBT CONVERSION AGREEMENT
This Debt Conversion Agreement (the “Agreement”) is made and entered into this 20 day of April 2018 (the “Effective Date”) between US-China Biomedical Technology, Inc. fka Cloud Security Corporation, a Nevada corporation ("Company") and China Israel Biological Technology Co. Ltd. (the “Creditor”). The Company and Creditor are sometimes referred to herein individually as the “Party” or collectively as the “Parties”.
RECITALS
A. WHEREAS , the Company owes to Creditor an aggregate amount of $223,694 US Dollars in principal and $6,500.77 in accrued interest owed through May 1, 2018 (collectively the “Debt”) pursuant to a series of four short term certain promissory notes attached hereto as Exhibit A. By and through this Agreement the Parties have agreed to convert 100% of the Debt owed by Company to Creditor into a portion of the purchase price for the subscription of shares of common stock in the company, in lieu of cash repayment;
B. WHEREAS , the Company and Creditor mutually agree to settle the Debt by and through the application of the Debt as a portion of the purchase price for restricted shares of the Company’s common stock at a price per share valued at $0.40 per share as set forth on the Subscription Agreement attached hereto as Exhibit B (the “Subscription Agreement”);
C. WHEREAS , as a result of negotiations between the Company and Creditor, the Parties have proposed a resolution that they deem to be fair and equitable, and by this Agreement, Creditor and the Company wish to compromise, resolve, waive and release any and all claims, known or unknown, by and between them as fully set forth herein which exist or may exist today as it pertains to the Debt; and
D. WHEREAS , each Party, without admitting any liability whatsoever, enters into this Agreement to settle all disputes, claims and actions between the Parties, as well as to settle any and all events or relationships between the Parties.
AGREEMENT
NOW, THEREFORE , in consideration of the mutual covenants set forth in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which is acknowledged, the Parties covenant and agree as follows:
A. Recitals . The foregoing recitals are true and correct and incorporated by reference herein.
B. Consideration . As full consideration for this Agreement hereunder, (i) the Company shall apply the Debt towards the purchase under the Subscription Agreement, (ii) the Creditor shall be issued restricted shares of the Company’s common stock, at a price per share valued at $0.40 per as set forth in Subscription Agreement (the “Settlement Shares”) and, in exchange, (iii) Creditor shall grant to Company a full settlement and release in connection with the Debt.
C. Mutual Release . Each Party, on behalf of himself or itself and his or its successors, officers, directors, administrators, representatives, insurers, agents and assigns hereby releases and forever discharges the other Party, its predecessors, successors, parents, subsidiaries, nominees and affiliates and all present and former officers, directors, partners, principals, employees, attorneys, insurers, agents and their respective administrators, representatives, spouses, heirs, agents and assigns from any and all claims, and causes of action and any other claim they have, whether currently known or unknown, foreseen or unseen, suspected or unsuspected. It is understood and agreed that, except as provided herein and by the attached documents incorporated herein by reference, this Agreement shall constitute a broad general release by each Party for the benefit of the other Party and shall be effective as a full and final accord and satisfaction, and as a bar to all actions, causes of action, costs, expenses, claims for sanctions, attorneys' fees, and damages, including claims now pending in any action, indemnity or contribution by any party or third party, or their counsel, or any other claims or liabilities whatsoever, whether or not now known, suspected, claimed or concealed that are related to any action or claim. This general release includes but is not limited to any and all claims, causes of action, damages or accounts that now exist or may exist in the future arising out of any matters, agreements, omissions, representations made, money due, money paid, or any other relationship between the Parties at any time prior to the date hereof. It is the intention of all Parties to fully discharge and release the remaining Parties with respect to any and all matters, claims, causes of action, contracts or expenses arising from any matter. Each Party acknowledges that it is familiar with Section 1542 of the California Civil Code which provides as follows:
1
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
Except as provided for herein, the Parties expressly waive and relinquish any and all rights and benefits which it may have under, or which may be conferred upon him by the provisions of Section 1542 of the California Civil Code, as well as under any other similar state or federal statute or common law principle, to the fullest extent that they may lawfully waive such rights or benefits. In connection with their waiver and relinquishment set forth in the previous paragraphs, each Party acknowledges that he or it is aware that he or it may hereafter discover claims or facts in addition to or different from those which he, she or it now knows or believes to exist with respect to the subject matter of this Agreement, but it is his or its intention to fully, finally and forever settle and release all of the disputes and differences known or unknown, suspected or unsuspected which do now exist, may exist in the future or have ever existed between the Parties. In furtherance of such intention, the Parties agree that this Agreement shall remain in effect as a full and complete settlement in perpetuity.
D. Representations and Warranties of the Company . The Company hereby represents and warrants to Creditor as follows:
a. All of the issued and outstanding shares of the Company's common stock are, and all shares reserved for issuance will be, upon issuance in accordance with the terms specified in the instruments or agreements pursuant to which they are issuable, duly authorized, validly issued, fully paid and non-assessable. The Settlement Shares to be issued and delivered to Creditor have been duly authorized and when issued upon such conversion, will be validly issued, fully-paid and non-assessable.
b. The Company has full legal power to execute and deliver this Agreement and to perform its obligations hereunder. All acts required to be taken by the Company to enter into this Agreement and to carry out the transactions contemplated hereby have been properly taken, and this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable in accordance with its terms and does not conflict with, result in a breach or violation of or constitute (or with notice of lapse of time or both constitute) a default under any instrument, contract or other agreement to which the Company or its subsidiaries is a party.
c. None of the Company's Articles of Incorporation, as amended, or Bylaws, or the laws of the State of Nevada contains any applicable provisions or statute which would restrict the Company's ability to enter into this Agreement or consummate the transactions contemplated by this Agreement or which would limit any of Creditor’s rights following consummation of the transactions contemplated by this Agreement.
d. No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company.
e. The Company has delivered or made available to Creditor prior to the execution of this Agreement true and complete copies of all financial statements of the Company.
E. Representations and Warranties of Creditor. Creditor represents and warrants to the Company as follows:
a. Creditor has full legal power to execute and deliver this Agreement and to perform its obligations hereunder. All acts required to be taken by Creditor to enter into this Agreement and to carry out the transactions contemplated hereby have been properly taken; and this Agreement constitutes a legal, valid and binding obligation of such Creditor enforceable in accordance with its terms.
b. Creditor has reviewed the financial statements of the Company.
.
c. Creditor has been given an opportunity to ask questions and receive answers from the officers and directors of the Company and to obtain additional information from the Company.
2
d. Creditor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Company's securities and has obtained, in its judgment, sufficient information about the Company to evaluate the merits and risks of an investment in the Company.
e. Creditor is relying solely on the representations and warranties contained herein and in financial statements made available in making its decision to enter into this Agreement and consummate the transactions contemplated hereby and no oral representations or warranties of any kind have been made by the Company or its officers, directors, employees or agents to such Creditor.
F. Conditions.
a. The obligations of the Company to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment of the following conditions:
i. The representations and warranties of Creditor set forth herein shall be true and correct on and as of the Effective Date.
ii. All proceedings, corporate or otherwise, to be taken by the Creditor in connection with the consummation of the transactions contemplated by this Agreement shall have been duly and validly taken and all necessary consents, approvals or authorizations of any governmental or regulatory authority or other third party required to be obtained by the Company or Creditor shall have been obtained in form and substance reasonably satisfactory to the Company.
b. The obligations of Creditor to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment of the following conditions:
i. The representations and warranties of the Company set forth herein shall be true and correct on and as of the Effective Date.
ii. All proceedings, corporate or otherwise, to be taken by the Company in connection with the consummation of the transactions contemplated by this Agreement shall have been duly and validly taken and all necessary consents, approvals or authorizations of any governmental or regulatory authority or other third party required to be obtained by the Company or Creditor shall have been obtained in form and substance reasonably satisfactory to Creditor.
iii. The Company shall have caused the Settlement Shares to be approved for issuance.
G. Restrictive Legend . The Settlement Shares that shall be issued by the Company pursuant to this Agreement will not have been registered and are being issued pursuant to a specific exemption under the Securities Act, as well as under certain state securities laws for transactions by an issuer not involving any public offering or in reliance on limited federal preemption from such state securities registration laws. The Settlement Shares to be issued by the Company pursuant to this Agreement must be held and may not be sold, transferred, or otherwise disposed of for value unless such securities are subsequently registered under the Securities Act or an exemption from such registration is available, and that the certificates representing the shares of the Company issued pursuant to this Agreement will bear a legend in substantially the following form so restricting the sale of such securities:
The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are “restricted securities” within the meaning of Rule 144 promulgated under the Securities Act. The securities have been acquired for investment and may not be sold or transferred without complying with Rule 144 in the absence of an effective registration or other compliance under the Securities Act.
H. Entire Agreement; No Oral Modification . This Agreement constitutes the complete and entire written agreement of compromise, settlement and release between the Parties and constitutes the complete expression of the terms of the settlement. All prior and contemporaneous agreements, representations, and negotiations are superseded and merged herein. The terms of this Agreement can only be amended or modified by a writing, signed by duly authorized representatives of all Parties hereto, expressly stating that such modification or amendment is intended.
3
I. Authority to Execute . Each Party executing this Agreement represents that it is authorized to execute this Agreement. Each person executing this Agreement on behalf of an entity, other than an individual executing this Agreement on his or her own behalf, represents that he or she is authorized to execute this Agreement on behalf of said entity.
J. Voluntary Agreement . The Parties have read this Agreement, have had the benefit of counsel and freely and voluntarily enter into this Agreement.
K. Counterparts . This Agreement may be executed in counterparts and, if so executed, each counterpart shall have the full force and effect of an original. Further, a telecopied signature page by any signatory shall constitute an original for all purposes.
L. Severability. In the event that any provision contained in this Agreement shall be (i) held by any court or arbitration tribunal to be unenforceable, illegal, void or contrary to public policy, or (ii) in conflict with any applicable statute, law, regulation or applicable collective bargaining agreement, then such provision shall be of no force or effect; provided, however, that in such event the provision of this Agreement so affected shall be curtailed and limited only to the minimum extent necessary to permit compliance with the minimum required, and no other provisions of this Agreement shall be affected thereby and all such other provisions shall continue in full force and effect.
M. Ambiguity . Any rules of interpretation that ambiguities are to be construed against the drafting party shall not apply.
N. Governing Law. This Agreement is being executed and delivered, and is intended to be performed, in the State of Nevada, and to the extent permitted by law, the execution, validity, construction, and performance of this Agreement shall be construed and enforced in accordance with the laws of the State of Nevada without giving effect to conflict of law principles. This Agreement is intended to resolve all claims, known or unknown, between the Company and Creditor in any jurisdiction.
<REST OF THIS PAGE INTENTIONALLY LEFT BLANK;
PLEASE SEE FOLLOWING PAGE FOR SIGNATURE>
4
IN WITNESS WHEREOF, the Parties have entered into this Agreement made and effective as of the date first hereinabove written.
US-CHINA BIOMEDICAL TECHNOLOGY, INC.
Dated: April 20, 2018 By : /s/ Qingxi Huang
Name: Qingxi Huang
Title: Chief Executive Officer and Director
CREDITOR - China Israel Biological Technology Co. Ltd.
Dated: April 20, 2018 By : /s/ Qingxi Huang
Name: Qingxi Huang
Title: President
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