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

EX-2.2 2 ex2-2.htm

 

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