Amendment No. 1 to Share Exchange Agreement, dated November 13, 2018, among the Company, Golden Sunset Group Limited and the shareholders of Golden Sunset Group Limited
AMENDMENT NO. 1
TO
SHARE EXCHANGE AGREEMENT
THIS AMENDMENT NO. 1 TO SHARE EXCHANGE AGREEMENT (this “Amendment”), dated as of November 13, 2018, is by and among DD’s Deluxe Rod Holder Inc., a Nevada corporation (“DDLX”), GOLDEN SUNSET GROUP LIMITED, a Seychelles International Business Company (“Golden Sunset”), and the shareholders of Golden Sunset identified on the signature page hereto (each, a “Shareholder” and together the “Shareholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.” All capitalized terms not otherwise defined herein shall have the meanings ascribed to the same in the Exchange Agreement (as hereinafter defined).
BACKGROUND
The Parties entered into a Share Exchange Agreement on June 15, 2018 (the “Exchange Agreement”), pursuant to which the Shareholders agreed to transfer all of the shares of Golden Sunset held by them, constituting all of the issued and outstanding stock of Golden Sunset, in exchange for an aggregate of 230,000,000 shares of DDLX’s common stock. The Parties have discovered a typo in Annex A to the Exchange Agreement, which incorrectly stated the number of shares of common stock of DDLX that each Shareholder shall receive. Accordingly, the Parties desire to amend the Exchange Agreement to correct the error.
AgreemenT
NOW, THEREFORE, in consideration of the mutual covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Amendment to the Exchange Agreement
Annex A to the Exchange Agreement is hereby deleted in its entirety and is hereby replaced with Annex A set forth below. All references to “Annex A” in the Exchange Agreement shall be deemed to refer to Annex A included in this Amendment.
ANNEX A
Schedule of Shares Exchanged
Name Shareholder | Address | Number of Golden Sunset Ordinary Shares | Number of Shares of Common Stock to be Received | |||||||
Jun Quan | Room 36B2, Nuode Center, 1006 Fuzhong 3rd Road, Futian District, Shenzhen, Guangdong Province, 518000, China | 24,000,000 | 12,000,000 | |||||||
Yingsheng Holdings Limited | Room 194, Caohou Street, Shigu Area, Heng Yang City, Hunan Province, China. | 216,000,000 | 108,000,000 | |||||||
Gunda Holdings Limited | Room 202, No.79, Hengqi Road, Zhengxiang Area, Heng Yang City, Hunan Province, China. | 220,000,000 | 110,000,000 | |||||||
TOTALS | 460,000,000 | 230,000,000 |
2. Binding Obligation. This Amendment when duly executed and delivered by the Parties will constitute the valid and binding obligations of each of them.
3. Other Terms Unmodified. Except as expressly modified hereby, the Exchange Agreement remains unmodified, in full force and effect, and is hereby ratified and confirmed by each of the Parties hereto and thereto.
4. Heirs, Successors and Assigns. Except as herein otherwise specifically provided, this Amendment shall be binding upon and inure to the benefit of the Parties hereto and their respective legal representatives, successors and assigns.
5. Counterparts. This Amendment may be executed in several counterparts, each of which shall be deemed an original, but all of which, when taken together, shall constitute one and the same document.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized signatories as of the date first indicated above.
DD’s Deluxe Rod Holder Inc.
By: | /s/ Ling Liu | |
Name: | Ling Liu | |
Title: | President |
GOLDEN SUNSET GROUP LIMTED
By: | /s Jun Quan | |
Name: | Jun Quan | |
Title: | Director |
SHAREHOLDERS:
FOR INDIVIDUALS: | FOR ENTITIES: | FOR ENTITIES: | ||||
Jun Quan | Yingsheng Holdings Limited | Gunda Holdings Limited | ||||
Print Name | Print Name of Entity | Print Name of Entity | ||||
/s/ Jun Quan | By: | /s/ Jun Quan | By: | /s/ Xianggui Zhu | ||
Signature | Signature of Authorized Signatory | Signature of Authorized Signatory | ||||
Jun Quan | Xianggui Zhu | |||||
Print Name of Authorized Signatory | Print Name of Authorized Signatory | |||||
Director | Director | |||||
Print Title of Authorized Signatory | Print Title of Authorized Signatory |