Item 5.01 Changes in Control of Registrant.
On
The private placement was exempt from registration under the Securities Act of 1933, as amended under Regulation S promulgated thereunder. Each subscriber represented that they were not a US Person, were not acquiring the shares for a US Person and will not sell the shares unless pursuant to a registration statement or an available exemption.
Immediately prior to the offering, the Company had 3,105,464 shares of common stock issued and outstanding. After giving effect to the offering, the Company has 153,105,464 shares of common stock issued and outstanding.
The following table sets forth certain information regarding the beneficial ownership of our Common Stock after giving the effect of the offering by (i) each named executive officer, (ii) each member of our Board of Directors, (iii) each person deemed to be the beneficial owner of more than five percent (5%) of any class of our common stock, and (iv) all of our executive officers and directors as a group.
Unless otherwise indicated, each person named in the following table is assumed to have sole voting power and investment power with respect to all shares of our common stock listed as owned by such person. The address of each person is deemed to be the address of the issuer unless otherwise noted. The percentage of common stock held by each listed person is based on 153,105,464 shares of common stock outstanding as of the date of this filing.
Pursuant to Rule 13d-3 promulgated under the Exchange Act, any securities not
outstanding which are subject to warrants, rights or conversion privileges
exercisable within 60 days are deemed to be outstanding for purposes of
computing the percentage of outstanding securities of the class owned by such
person but are not deemed to be outstanding for the purposes of computing the
percentage of any other person. The address of
-1- Amount and Nature Name of Beneficial Owner of Beneficial Owner Percent of Class Officers and Directors Xiangying Meng 78,403,250 51.2 % All officers and directors as a group (1 individual) 78,403,250 51.2 % 5% or greater shareholders FushengLei(1) 45,000,000 29.4 % Lei Xu(2) 15,000,000 9.6 8% Xingyue Liu(3) 7,700,000 5.0 % (1). The address of the shareholder isRoom 1401 , Building 43, Area B,Linken Park ,Yizhuang Town ,Daxing District ,Beijing, China . (2). The address of the shareholder isRoom 1006 , Block B, Building 2, Moer Space, No. 38,Kechuang 5th Street ,Yizhuang Town ,Daxing District ,Beijing, China . (3). The address of the shareholder is Unit 1504, Unit 1, Building 7, Yard 15,Demao Street ,Yinghai Town ,Daxing District ,Beijing, China . [Remainder of page intentionally left blank] -2-
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