UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT
TO RULE 13a-16
OR 15d-16 UNDER THE SECURITIES EXCHANGE
ACT OF 1934
For the month of August 2019.
Commission File Number: 001-38857
CHINA
XIANGTAI FOOD CO. LTD.
(T
ranslation
of registrant’s name into English)
c/o Chongqing Penglin Food Co., Ltd.
Xinganxian Plaza
Building B, Suite 21-1
Lianglukou, Yuzhong District 400800
Chongqing, People’s Republic of China
+86- 023-86330158– telephone
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
¨
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
¨
Appointment of Directors
On August 13, 2019 and following resignation
of Ms. Hu, the Nominating Committee of China Xiangtai Food Co., Ltd. (the “Company”) approved the appointment of Mr.
David J. Moss and Montgomery Simus to the Board of Directors of the Company, effective upon the trading commencement date of Company’s
ordinary shares and
until the Company’s next annual meeting of shareholders, or
until his successor is duly elected and qualified, or until his earlier death, resignation or removal
.
Company’s Compensation Committee
approved the Company to compensate Mr. Moss an annual cash amount of $55,000 and stock option for up to 55,000 shares at an exercise
price of $5.00 exercisable for three years from the date of issuance. It also approved the Company to compensate Mr. Simus
an annual cash amount of $40,000 and stock option for up to 40,000 shares at an exercise price of $5.00 exercisable for three years
from the date of issuance. The cash payments and stock options should be due and vested on a quarterly basis starting on the
three month anniversary following the trading commencement date.
The foregoing description of the terms
of the director compensation does not purport to be complete and is qualified in its entirety by reference to the full text of
the Director Offers, which are filed as Exhibits 10.1 and 10.2 and are incorporated herein by reference.
Both Mr. Moss and Mr. Simus are qualified
as an “independent directors,” and Mr. Moss qualified as an “audit committee financial expert” in accordance
with Rule 10A-3 under the Securities Exchange Act of 1934 (subject to any applicable exemptions) and as specified in Rule 5605
(c)(1) of the Company Guide of the NASDAQ Stock Market Rules.
Both Mr. Moss and Mr. Simus have been appointed
as members of the Audit Committee,
Nominating Committee and Compensation Committee,
and Mr. Moss has also been designated as the Chairperson of the Audit Committee. The Company believes that Mr. Moss’s appointment
will further improve the adequacy and effectiveness of its accounting and internal control policies and procedures, as well as
the control of major financial risk exposures.
The biographies of the newly appointed
directors are as follows:
David J. Moss
, Independent
Director, Chair of Audit Committee, Member of Nominating Committee and Compensation Committee
Mr. Moss, age 49, has been the CFO and
co-founder of INmune Bio (Nasdaq: INMB) since the formation of the Company in September 2015. Mr. Moss has founded, funded and
taken public various companies in a variety of industries since 1995, most recently Tonix Pharmaceuticals (NASDAQ: TNXP). Mr. Moss
was a founding investor in Reliant Service Group LLC, which was acquired in 2015 by a leading private equity firm. Mr. Moss previously
served as Managing Director, Corporate Finance for a New York-based securities firm, where he advised companies on corporate strategy,
financings and business development. Prior to that, he served as Managing Partner at a Seattle-based venture capital firm. Mr.
Moss holds an MBA from Rice University and a BA in Economics from the University of California, San Diego.
Montgomery Simus
, Independent
Director, Member of Audit Committee, Nominating Committee and Compensation Committee
Mr. Montgomery Simus, age 51, has over
25 years’ experience in structuring, growing and optimizing profitable enterprises in international markets byapplying innovative
approaches to investment pipeline development, project finance, technology deployment and emerging market business development.
He has been the Vice President of Business Development and International Investments at The Bayat Group since 2012, a US$250M frontier
market-focused business and philanthropic organization with offices in Afghanistan, India, United Arab Emirates, and USA. Prior
to that, he was the International Business Development Manager at Gibson Guitar Corporation from 2007 to 2012.
Mr. Simus graduated from Yale University
in 1989 with a Bachelor of Arts degree in History. He received his Master in Public Policy from Harvard University in 1991. Mr.
Simus served as a Senior Advanced Leadership Initiative Fellow at Harvard from 2015 to 2017, and since 2017, Mr. Simus has been
an Associate in Environmental Science and Engineering at the John A. Paulson School of Engineering and Applied Sciences, Harvard
University.
There are no family relationships between
the newly appointed directors and any other employees or members of the Board of Directors of the Company.
Resignation of Director
Prior to the appointment of Mr. Moss and on the same date, Ms.
Peng Hu tendered her resignation as the Director of the Company, effective immediately. The resignation did not result from any
disagreement regarding the Company’s financial reporting or accounting policies, procedures, estimates or judgments.
EXHIBIT INDEX
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Exhibit No
.
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Description
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10.1
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Director Offer Letter to David J. Moss
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10.2
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Director Offer Letter to Montgomery Simus
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SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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Date: August 14, 2019
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CHINA XIANGTAI FOOD CO. LTD.
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By:
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/s/ Zeshu Dai
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Name:
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Zeshu Dai
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Title:
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Chief Executive Officer and Chairwoman of the Board
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Exhibit 10.1
China Xiangtai
Food Co., Ltd.
c/o Chongqing Penglin Food Co., Ltd.
Xinganxian Plaza
Building B, Suite 21-1
Lianglukou, Yuzhong District 400800
Chongqing, People’s Republic of
China
August 1, 2019
David J. Moss
Re: Director Offer Letter
Dear Mr. Moss:
CHINA XIANGTAI FOOD
CO., LTD., a Cayman Islands limited liability company (the “Company” or “we”), is pleased to offer you
a position as a Director of the Company. We believe your background and experience will be a significant asset to the
Company and we look forward to your participation as a Director in the Company. Should you choose to accept this position as a
Director, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains
all the terms and conditions relating to the services you agree to provide to the Company. Your appointment shall also be subject
to the approval of Company’s Board of Directors and/or Nomination and Compensation Committees and shall begin upon Company’s
listing on the Nasdaq Stock Market.
1.
Term
.
This
Agreement is effective as of the date of this Agreement. Your term as a Director shall continue subject to the provisions in Section
9 below or until your successor is duly elected and qualified. The position shall be up for re-appointment every year
by the board of the Directors of the Company (the “Board”) and upon re-appointment, the terms and provisions of this
Agreement shall remain in full force and effect.
2.
Services
.
You
shall render customary services as a Director, chairman of the Audit Committee, and member of the Nomination and Compensation Committees
(hereinafter, your “Duties”). During the term of this Agreement, you may attend and participate at each meeting regarding
the business and operation issues of the Company as regularly or specially called, via teleconference, video conference or in person.
You shall consult with the members of the Board and committee (if any) regularly and as necessary via telephone, electronic mail
or other forms of correspondence.
3.
Services
for Others
.
You shall be free to represent or perform services for other persons during the term of this Agreement.
4.
Compensation
.
As
compensation for your services to the Company, you will receive upon execution of this Agreement a compensation of $55,000 for
each calendar year of service under this Agreement on a pro-rated basis, payable on a quarterly basis. In addition, you should
receive stock option for up to 55,000 shares exercisable at an exercise price of $5.00 for three years from the date of issuance.
The shares underlying the stock options may be exercised on a cashless basis and shall vest in four equal installment on a quarterly
basis (i.e. 13,750 shares every three months). For the avoidance of doubt, the first cash payment of $13,750 and 13,750 shares
of stock option shall be due and vested three months after Company’s listing on the Nasdaq Stock Market.
You shall be reimbursed
for reasonable expenses incurred by you in connection with the performance of your Duties (including travel expenses for in-person
meetings).
5.
D&O
Insurance Policy
.
During the term under this Agreement, the Company shall include you as an insured under its officers
and directors insurance policy with a Side A coverage.
6.
No
Assignment
.
Because of the personal nature of the services to be rendered by you, this Agreement may not be
assigned by you without the prior written consent of the Company.
7.
Confidential
Information; Non-Disclosure
.
In consideration of your access to certain Confidential Information (as defined
below) of the Company, in connection with your business relationship with the Company, you hereby represent and agree as follows:
a.
Definition
.
For
purposes of this Agreement the term “Confidential Information” means: (i) any information which the Company possesses
that has been created, discovered or developed by or for the Company, and which has or could have commercial value or utility in
the business in which the Company is engaged; (ii) any information which is related to the business of the Company and is generally
not known by non-Company personnel; and (iii) Confidential Information includes, without limitation, trade secrets and any information
concerning products, processes, formulas, designs, inventions (whether or not patentable or registrable under copyright or similar
laws, and whether or not reduced to practice), discoveries, concepts, ideas, improvements, techniques, methods, research, development
and test results, specifications, data, know-how, software, formats, marketing plans, and analyses, business plans and analyses,
strategies, forecasts, customer and supplier identities, characteristics and agreements.
b.
Exclusions
.
Notwithstanding
the foregoing, the term Confidential Information shall not include: (i) any information which becomes generally available or is
readily available to the public other than as a result of a breach of the confidentiality portions of this Agreement, or any other
agreement requiring confidentiality between the Company and you; (ii) information received from a third party in rightful
possession of such information who is not restricted from disclosing such information; (iii) information known by you prior to
receipt of such information from the Company, which prior knowledge can be documented and (iv) information you are required to
disclose pursuant to any applicable law, regulation, judicial or administrative order or decree, or request by other regulatory
organization having authority pursuant to the law; provided, however, that you shall first have given prior written notice to the
Company and made a reasonable effort to obtain a protective order requiring that the Confidential Information not be disclosed.
c.
Documents
.
You
agree that, without the express written consent of the Company, you will not remove from the Company's premises, any notes, formulas,
programs, data, records, machines or any other documents or items which in any manner contain or constitute Confidential Information,
nor will you make reproductions or copies of same. You shall promptly return any such documents or items, along with
any reproductions or copies to the Company upon the Company's demand, upon termination of this Agreement, or upon your termination
or Resignation (as defined in Section 9 herein).
d.
Confidentiality
.
You
agree that you will hold in trust and confidence all Confidential Information and will not disclose to others, directly or indirectly,
any Confidential Information or anything relating to such information without the prior written consent of the Company, except
as may be necessary in the course of your business relationship with the Company. You further agree that you will not
use any Confidential Information without the prior written consent of the Company, except as may be necessary in the course of
your business relationship with the Company, and that the provisions of this paragraph (d) shall survive termination of this Agreement.
Notwithstanding the foregoing, you may disclose Confidential Information to your legal counsel and accounting advisors who have
a need to know such information for accounting or tax purposes and who agree to be bound by the provisions of this paragraph (d).
8.
Non-Solicitation
.
During the term of your appointment, you shall not solicit for employment any employee of the Company with whom you have had contact
due to your appointment.
9.
Termination
and Resignation
.
Your services as a Director may be terminated for any or no reason by the determination of
the Board. You may also terminate your services as a Director for any or no reason by delivering your written notice of resignation
to the Company (“Resignation”), and such Resignation shall be effective upon the time specified therein or, if no time
is specified, upon receipt of the notice of resignation by the Company. Upon the effective date of the termination or Resignation,
your right to compensation hereunder will terminate subject to the Company's obligations to pay you any compensation that you have
already earned and to reimburse you for approved expenses already incurred in connection with your performance of your Duties as
of the effective date of such termination or Resignation.
10.
Governing
Law; Arbitration
.
All questions with respect to the construction and/or enforcement of this Agreement,
and the rights and obligations of the parties hereunder, shall be determined in accordance with the law of the State of New York.
All disputes with respect to this Agreement, including the existence, validity, interpretation, performance, breach or termination
thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally
resolved by arbitration administered by the American Arbitration Association at its New York office in force when the Notice of
Arbitration is submitted. The law of this arbitration clause shall be New York law. The seat of arbitration shall be in New York.
The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.
11.
Entire
Agreement; Amendment; Waiver; Counterparts
.
This Agreement expresses the entire understanding with respect to
the subject matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter
hereof. Any term of this Agreement may be amended and observance of any term of this Agreement may be waived only with
the written consent of the parties hereto. Waiver of any term or condition of this Agreement by any party shall not
be construed as a waiver of any subsequent breach or failure of the same term or condition or waiver of any other term or condition
of this Agreement. The failure of any party at any time to require performance by any other party of any provision of
this Agreement shall not affect the right of any such party to require future performance of such provision or any other provision
of this Agreement. This Agreement may be executed in separate counterparts each of which will be an original and all
of which taken together will constitute one and the same agreement, and may be executed using facsimiles of signatures, and a facsimile
of a signature shall be deemed to be the same, and equally enforceable, as an original of such signature.
12.
Indemnification
. The
Company shall, to the maximum extent provided under applicable law, indemnify and hold you harmless from and against any expenses,
including reasonable attorney’s fees, judgments, fines, settlements and other legally permissible amounts (“Losses”),
incurred in connection with any proceeding arising out of, or related to, your performance of your Duties, other than any such
Losses incurred as a result of your gross negligence or willful misconduct. The Company shall advance to you any expenses,
including reasonable attorneys’ fees and costs of settlement, incurred in defending any such proceeding to the maximum extent
permitted by applicable law. Such costs and expenses incurred by you in defense of any such proceeding shall be paid
by the Company in advance of the final disposition of such proceeding promptly upon receipt by the Company of (a) written request
for payment; (b) appropriate documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment
is being sought; and (c) an undertaking adequate under applicable law made by or on your behalf to repay the amounts so advanced
if it shall ultimately be determined pursuant to any non-appealable judgment or settlement that you are not entitled to be indemnified
by the Company.
13.
Acknowledgement
.
You accept this Agreement subject to all the terms and provisions of this Agreement. You agree to accept as binding, conclusive,
and final all decisions or interpretations of the Board of Directors of the Company of any questions arising under this Agreement.
The Agreement has been executed and delivered
by the undersigned and is made effective as of the date set first set forth above.
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Sincerely,
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CHINA XIANGTAI FOOD CO., LTD.
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By:
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/s/ Zeshu
Dai
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Zeshu Dai
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CEO & Chairwoman of the Board
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AGREED AND ACCEPTED:
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/s/ David
J. Moss
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David J. Moss.
Exhibit 10.2
China Xiangtai
Food Co., Ltd.
c/o Chongqing Penglin Food Co., Ltd.
Xinganxian Plaza
Building B, Suite 21-1
Lianglukou, Yuzhong District 400800
Chongqing, People’s Republic of
China
August 1, 2019
Montgomery Simus
Re: Director Offer Letter
Dear Mr. Simus:
CHINA XIANGTAI FOOD
CO., LTD., a Cayman Islands limited liability company (the “Company” or “we”), is pleased to offer you
a position as a Director of the Company. We believe your background and experience will be a significant asset to the
Company and we look forward to your participation as a Director in the Company. Should you choose to accept this position as a
Director, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains
all the terms and conditions relating to the services you agree to provide to the Company. Your appointment shall also be subject
to the approval of Company’s Board of Directors and/or Nomination and Compensation Committees and shall begin upon Company’s
listing on the Nasdaq Stock Market.
1.
Term
.
This
Agreement is effective as of the date of this Agreement. Your term as a Director shall continue subject to the provisions in Section
9 below or until your successor is duly elected and qualified. The position shall be up for re-appointment every year
by the board of the Directors of the Company (the “Board”) and upon re-appointment, the terms and provisions of this
Agreement shall remain in full force and effect.
2.
Services
.
You
shall render customary services as a Director and member of the Audit, Nomination and Compensation Committees (hereinafter, your
“Duties”). During the term of this Agreement, you may attend and participate at each meeting regarding the business
and operation issues of the Company as regularly or specially called, via teleconference, video conference or in person. You shall
consult with the members of the Board and committee (if any) regularly and as necessary via telephone, electronic mail or other
forms of correspondence.
3.
Services
for Others
.
You shall be free to represent or perform services for other persons during the term of this Agreement.
4.
Compensation
.
As
compensation for your services to the Company, you will receive upon execution of this Agreement a compensation of $40,000 for
each calendar year of service under this Agreement on a pro-rated basis and payable on a quarterly basis. In addition, you should
receive stock option for up to 40,000 shares exercisable at an exercise price of $5.00 for three years from the date of issuance.
The shares underlying the stock options may be exercised on a cashless basis and shall vest in four equal installment on a quarterly
basis (i.e. 10,000 shares every three months). For the avoidance of doubt, the first payment of $10,000 and 10,000 shares of stock
option shall be due and vested three months after Company’s listing on the Nasdaq Stock Market.
You shall be reimbursed
for reasonable expenses incurred by you in connection with the performance of your Duties (including travel expenses for in-person
meetings).
5.
D&O
Insurance Policy
.
During the term under this Agreement, the Company shall include you as an insured under its officers
and directors insurance policy with a Side A coverage.
6.
No
Assignment
.
Because of the personal nature of the services to be rendered by you, this Agreement may not be
assigned by you without the prior written consent of the Company.
7.
Confidential
Information; Non-Disclosure
.
In consideration of your access to certain Confidential Information (as defined
below) of the Company, in connection with your business relationship with the Company, you hereby represent and agree as follows:
a.
Definition
.
For
purposes of this Agreement the term “Confidential Information” means: (i) any information which the Company possesses
that has been created, discovered or developed by or for the Company, and which has or could have commercial value or utility in
the business in which the Company is engaged; (ii) any information which is related to the business of the Company and is generally
not known by non-Company personnel; and (iii) Confidential Information includes, without limitation, trade secrets and any information
concerning products, processes, formulas, designs, inventions (whether or not patentable or registrable under copyright or similar
laws, and whether or not reduced to practice), discoveries, concepts, ideas, improvements, techniques, methods, research, development
and test results, specifications, data, know-how, software, formats, marketing plans, and analyses, business plans and analyses,
strategies, forecasts, customer and supplier identities, characteristics and agreements.
b.
Exclusions
.
Notwithstanding
the foregoing, the term Confidential Information shall not include: (i) any information which becomes generally available or is
readily available to the public other than as a result of a breach of the confidentiality portions of this Agreement, or any other
agreement requiring confidentiality between the Company and you; (ii) information received from a third party in rightful
possession of such information who is not restricted from disclosing such information; (iii) information known by you prior to
receipt of such information from the Company, which prior knowledge can be documented and (iv) information you are required to
disclose pursuant to any applicable law, regulation, judicial or administrative order or decree, or request by other regulatory
organization having authority pursuant to the law; provided, however, that you shall first have given prior written notice to the
Company and made a reasonable effort to obtain a protective order requiring that the Confidential Information not be disclosed.
c.
Documents
.
You
agree that, without the express written consent of the Company, you will not remove from the Company's premises, any notes, formulas,
programs, data, records, machines or any other documents or items which in any manner contain or constitute Confidential Information,
nor will you make reproductions or copies of same. You shall promptly return any such documents or items, along with
any reproductions or copies to the Company upon the Company's demand, upon termination of this Agreement, or upon your termination
or Resignation (as defined in Section 9 herein).
d.
Confidentiality
.
You
agree that you will hold in trust and confidence all Confidential Information and will not disclose to others, directly or indirectly,
any Confidential Information or anything relating to such information without the prior written consent of the Company, except
as may be necessary in the course of your business relationship with the Company. You further agree that you will not
use any Confidential Information without the prior written consent of the Company, except as may be necessary in the course of
your business relationship with the Company, and that the provisions of this paragraph (d) shall survive termination of this Agreement.
Notwithstanding the foregoing, you may disclose Confidential Information to your legal counsel and accounting advisors who have
a need to know such information for accounting or tax purposes and who agree to be bound by the provisions of this paragraph (d).
e.
Ownership
.
You
agree that the Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask
work rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world) relating
to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas
and information made or conceived or reduced to practice, in whole or in part, by you during the term of this Agreement and that
arise out of your Duties (collectively, “
Inventions”
) and you will promptly disclose and provide all Inventions
to the Company. You agree to assist the Company, at its expense, to further evidence, record and perfect such assignments, and
to perfect, obtain, maintain, enforce, and defend any rights assigned.
8.
Non-Solicitation
.
During the term of your appointment, you shall not solicit for employment any employee of the Company with whom you have had contact
due to your appointment.
9.
Termination
and Resignation
.
Your services as a Director may be terminated for any or no reason by the determination of
the Board. You may also terminate your services as a Director for any or no reason by delivering your written notice of resignation
to the Company (“Resignation”), and such Resignation shall be effective upon the time specified therein or, if no time
is specified, upon receipt of the notice of resignation by the Company. Upon the effective date of the termination or Resignation,
your right to compensation hereunder will terminate subject to the Company's obligations to pay you any compensation that you have
already earned and to reimburse you for approved expenses already incurred in connection with your performance of your Duties as
of the effective date of such termination or Resignation.
10.
Governing
Law; Arbitration
.
All questions with respect to the construction and/or enforcement of this Agreement,
and the rights and obligations of the parties hereunder, shall be determined in accordance with the law of the State of New York.
All disputes with respect to this Agreement, including the existence, validity, interpretation, performance, breach or termination
thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally
resolved by arbitration administered by the American Arbitration Association at its New York office in force when the Notice of
Arbitration is submitted. The law of this arbitration clause shall be New York law. The seat of arbitration shall be in New York.
The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.
11.
Entire
Agreement; Amendment; Waiver; Counterparts
.
This Agreement expresses the entire understanding with respect to
the subject matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter
hereof. Any term of this Agreement may be amended and observance of any term of this Agreement may be waived only with
the written consent of the parties hereto. Waiver of any term or condition of this Agreement by any party shall not
be construed as a waiver of any subsequent breach or failure of the same term or condition or waiver of any other term or condition
of this Agreement. The failure of any party at any time to require performance by any other party of any provision of
this Agreement shall not affect the right of any such party to require future performance of such provision or any other provision
of this Agreement. This Agreement may be executed in separate counterparts each of which will be an original and all
of which taken together will constitute one and the same agreement, and may be executed using facsimiles of signatures, and a facsimile
of a signature shall be deemed to be the same, and equally enforceable, as an original of such signature.
12.
Indemnification
. The
Company shall, to the maximum extent provided under applicable law, indemnify and hold you harmless from and against any expenses,
including reasonable attorney’s fees, judgments, fines, settlements and other legally permissible amounts (“Losses”),
incurred in connection with any proceeding arising out of, or related to, your performance of your Duties, other than any such
Losses incurred as a result of your gross negligence or willful misconduct. The Company shall advance to you any expenses,
including reasonable attorneys’ fees and costs of settlement, incurred in defending any such proceeding to the maximum extent
permitted by applicable law. Such costs and expenses incurred by you in defense of any such proceeding shall be paid
by the Company in advance of the final disposition of such proceeding promptly upon receipt by the Company of (a) written request
for payment; (b) appropriate documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment
is being sought; and (c) an undertaking adequate under applicable law made by or on your behalf to repay the amounts so advanced
if it shall ultimately be determined pursuant to any non-appealable judgment or settlement that you are not entitled to be indemnified
by the Company.
13.
Acknowledgement
.
You accept this Agreement subject to all the terms and provisions of this Agreement. You agree to accept as binding, conclusive,
and final all decisions or interpretations of the Board of Directors of the Company of any questions arising under this Agreement.
The Agreement has been executed and delivered
by the undersigned and is made effective as of the date set first set forth above.
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Sincerely,
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CHINA XIANGTAI FOOD CO., LTD.
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By:
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/s/ Zeshu
Dai
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Zeshu Dai
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CEO & Chairwoman of the Board
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AGREED AND ACCEPTED:
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/s/ Montgomery
Simus
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Montgomery Simus