LBAO~~On April 1, 2019, LBAO entered into a definitive Share Exchange Agreement (the “Share Exchange Agreement”) with Bangtong Technology International Limited, a Seychelles International Business Company (“Bangtong International”), and the shareholders of Bangtong International (the “Shareholders”). Bangtong International operates an e-commerce platform which serves consumers through its retail websites that enable third-party sellers to sell their products on its online marketplace. Bangtong International has not yet generated any revenues. Pursuant to the Share Exchange Agreement, the Shareholders have agreed to transfer all of the ordinary shares of Bangtong International held by them, constituting all of the issued and outstanding capital stock of Bangtong International, in exchange for 100 million newly issued shares of the Company’s common stock that will, in the aggregate, constitute approximately 89.6% of the issued and outstanding capital stock of the Company on a fully-diluted basis as of and immediately after the consummation of the transactions contemplated by the Share Exchange Agreement (the “Closing”). On June 21, 2019, the Company filed a Form 8-K with the Securities and Exchange Commission (the “SEC”) to disclose the information in the reverse acquisition transaction, and a copy of the Share Exchange Agreement is attached as Exhibit 2.1 to the Form 8-K and the Company’s board of directors unanimously approved to modify the Company’s accounting fiscal year end from August 31 to December 31.
As a result of the closing of the Share Exchange, Bangtong International owns approximately 89.6% of the total outstanding ordinary shares of the Company and the former shareholders of the Company own approximately 10.4%. Mr. Feng Jiang, the former sole officer and director of the Company, resigned from all positions with the Company as of immediately before the closing of the Share Exchange and Mr. Xianyi Hao was appointed as the Company’s President, Chief Executive Officer, Chief Financial Officer and Secretary.
Bangtong International was incorporated as a limited company under the law of Republic of Seychelles (“Seychelles”) on May 25, 2018. The Company’s registered office address is Oliaji Trade Centre – 1st Floor, Victoria, Mahe, Republic of Seychelles. The Company operates an e-commerce platform which serves consumers through its retail websites that enable third-party sellers to sell their products on its online marketplace. Bangtong International has not yet generated any revenues.
Bangtong International had undertaken a series of transactions to reorganize its legal structure. On May 24, 2018, Bangtong International set up a wholly-owned subsidiary, Bangtong Technology Development Limited (“Bangtong Development”) in Seychelles. On May 30, 2018, Bangtong Development set up a wholly-owned subsidiary, Bangtong Technology Group Limited (“Bangtong Group”) in Hong Kong. On November 5, 2018, Bangtong Group set up a wholly-owned subsidiary, Jiaxing Bangtong Electronic Technology Limited (“Jiaxing Bangtong” or “WOFE”) as wholly foreign-owned enterprises in the PRC. Jiaxing Bangtong was established to facilitate operation and comply with the PRC laws and regulations which prohibit or restrict foreign ownership of the companies where the PRC operating licenses in connection to e-commerce business are required. By entering into a series of agreements, Shenzhen Bangtong Electronic Commerce Limited (“Shenzhen Bangtong”) became VIE of Jiaxing Bangtong. Consequently, Jiaxing Bangtong became the primary beneficiary of Shenzhen Bangtong, Jiaxing Bangtong Electronic Commerce Limited (“Jiangxing Electronic”), Shenyang Bangtong Logistics Limited (“Shenyang Bangtong”) and Hegang Bantong Electronic Commerce Limited (“Hegang Bangtong”) were the subsidiary of Shenzhen Bangtong and changed from Shenzhen Bangtong’s subsidiary to Bangtong International’s consolidated VIE’s subsidiary.
F-6
As of September 30, 2019, the Company’s subsidiaries are as follows:
Entity Date of incorporation Place of incorporation Percentage of Direct or Indirect Economic Interest
Subsidiaries
Bangtong Technology International Limited May 25, 2018 Seychelles 100 %
Bangtong Technology Development Limited May 24, 2018 Seychelles 100 %
Bangtong Technology Group Limited May 30, 2018 Hong Kong 100 %
Jiaxing Bangtong Electronic Technology Limited (“WOFE”) November 5, 2018 PRC 100 %
Consolidated VIE
Shenzhen Bangtong Electronic Commerce Limited November 27, 2015 PRC 100 %
Consolidated VIE’s subsidiaries
Jiaxing Bangtong Electronic Commerce Limited September 3, 2018 PRC 100 %
Shenyang Bangtong Logistics Limited May 23, 2018 PRC 70 %
Hegang Bantong Electronic Commerce Limited July 13, 2018 PRC 100 %
