China Yibai United Guarantee International Holding Inc (CBGH)

[threewheeler]

At the Closing, the issued and outstanding common shares of TidyCall will be exchanged for CBGH Shares on a 1:1 basis, after giving effect to a reverse stock split on the basis of 1:10 shares which will be completed prior to the Closing. Following the reverse stock split, an aggregate of 272,033,022 fresh, restricted shares of CBGH Common Stock will be issued in exchange for the shares of TidyCall Common Stock issued and outstanding as of the Closing. Accordingly, if TCI receives certificates representing all of the issued and outstanding shares of CBGH, TidyCall would become the 75% controlling shareholder of CBGH.