AGM GROUP HOLDINGS, INC. (Form: 6-K, Received: 05/30/2018 15:25:35)

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 May, 2018.

Commission File Number: 001-38146

AGM GROUP HOLDINGS INC.

(T ranslation of registrant’s name into English)

1 Jinghua South Road, Wangzuo Plaza East Tower

Room 2112

Beijing, People’s Republic of China 100020

+86-010-65020507 – 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.

Form 20-F ☒ 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): ☐

Entry into a Material Definitive Agreement

Acquisition of SIFT Capital Partners Limited

On May 24, 2018 AGM Technology Limited (“AGM Technology”), a wholly owned subsidiary of AGM Group Holdings Inc. (the “Company”), entered into an equity acquisition agreement with SIFT Capital Partners Limited (“SIFT”) and its shareholders to acquire 75% of SIFT’s equity. In exchange, AGM Technology agreed to pay the shareholders of SIFT a total of HK$6,000,000 (approximately US$764,759 based on exchange rate of 7.8456 on May 24, 2018) (the “Purchase Price”). AGM Technology also agreed that an initial payment of twenty percent (20%) of the Purchase Price (the “SIFT Deposit”) was expected to be paid to SIFT within five business days upon the signing of this agreement, a thirty percent (30%) of the Purchase Price would be paid after the completion of legal and financial due diligence, and the remaining fifty percent (50%) would be paid after Securities and Futures Commission of Hong Kong (“SFC”) approved the transaction and the Amendment to the Articles of Association of SIFT was recorded. As of the date of this report, the SIFT Deposit in the amount of HK$1,200,000 (approximately US$152,952) has been paid to SIFT. If the SFC approval is not granted, the agreement would be deemed canceled and payments made would be returned to AGM Technology.

About SIFT Capital Partners Limited

SIFT is an asset manager established under the laws of Hong Kong and has been licensed under the Securities and Futures Commission (“SFC”) of Hong Kong since October 2013. SIFT is authorized by the SFC to manage a portfolio of securities or futures contracts for clients and to manage funds on a discretionary basis. Since its establishment, SIFT has been committed to practicing under the Hong Kong financial regulatory authority and helping its Chinese clients achieve their goals in terms of outbound investments in the fields of securities, fixed income and private equity. Benefiting from the Shanghai-Hong Kong Stock Connect and Shenzhen-Hong Kong Stock Connect respectively in 2014 and in 2016, SIFT broadened its investment scope and research to cover listed companies in both Shanghai and Shenzhen Stock Exchanges.

Acquisition of AGM Global Asset Management Ltd.

On May 25, 2018, the Company entered into an equity acquisition agreement with Alpha Growth Management Co., Ltd. (“Alpha Growth”), the sole shareholder of AGM Global Asset Management Ltd. (“AGM Global”), to acquire 100% of AGM Global’s equity. In exchange, the Company agreed to pay to Alpha Growth a total of US$22,635, fifty percent (50%) of the which (the “AGM Global Deposit”) to be paid by the Company within five business days upon the signing of this agreement, and the remaining fifty percent (50%) to be paid after the completion of member change with the Cayman Islands Registration Office and completion of the transfer procedure. As of the date of this report, AGM Global Deposit in the amount of US$11,317.5 has been paid to Alpha Growth. Prior to the transaction, 75% of the issued and outstanding shares of Alpha Growth was owned by Wenjie Tang, our Chief Executive Officer and director, and 25% by Yufeng Mi, our Chief Technology Officer. As a result, the transaction is deemed a related party transaction.

About AGM Global Asset Management Ltd.

AGM Global was incorporated under the laws of Cayman Islands by Wenjie Tang, our Chief Executive Officer and director, and Yufeng Mi, our Chief Technology Officer. AGM Global is not conducting any business currently, we plan to engage in investment fund business through AGM Global in the future.

EXHIBIT INDEX

Exhibit No .		Description

Exhibit 10.1		English translation of Equity Acquisition Agreement between AGM Technology Limited, SIFT Capital Partners Limited, and its shareholders, dated May 24, 2018
Exhibit 10.2		English translation of Equity Acquisition Agreement between AGM Group Holdings Inc. and Alpha Growth Management Co., Ltd., dated May 25, 2018

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.

Date: May 30, 2018	AGM GROUP HOLDINGS INC.

	By:	/s/ Wenjie Tang
	Name: Title:	Wenjie Tang Chief Executive Officer and Director

Exhibit 10.1

Equity Acquisition Agreement

By and between

AGM Technology Limited

and

SIFT Capital Partners Limited

Contents

SECTION	PAGE

SECTION 1 EQUITY ACQUISITION	1

SECTION 2 PRICE AND PAYMENT	1

SECTION 3 PREREQUISITE	2

SECTION 4 DEAL CLOSE	2

SECTION 5 APPROVAL	2

SECTION 6 WARRANTY	2

SECTION 7 CORPORATE GOVERNANCE	3

SECTION 8 TRANSFER EXPENSE AND TAX	4

SECTION 9 LITIGATION AND ABIDE BY THE LAW	4

SECTION 10 RESPONSIBILITY	4

SECTION 11 TRANSFER	5

SECTION 12 CONFIDENTIALITY	5

SECTION 13 GOVERNING LAW AND SETTLEMENT OF DISPUTES	6

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This Equity Acquisition Agreement (“this Agreement”) is made on this day of May 22, 2018 by the Parties as follows:

(1)

AGM Technology Limited (“the Buyer”), an entity established and existing under the laws of Hong Kong Special Administrative Region, with its registered address at Room 4, Town 19, 46 Gloucester Road, Hong Kong .

(2)

SIFT Capital Partners Limited (“the Seller”), an entity established and existing under the laws of Hong Kong Special Administrative Region, the company number is 1386100 at the Company Registry, with its registered address at Floor 16, Man Yee Building, DesVoeux Road Central, Central, Hong Kong . The Seller holds Class 9: Provide Asset Management Licence in accordance with Securities and Futures Ordinance (Chapter 571), the central number of such licence is BBE413, and the issuing date is October 28, 2013.

Whereas:

The Buyer desires to, in accordance with this Agreement, acquire 75% of equity ofthe Seller’s registered capital(“the Target Equity”), of which, 50% is from Chen Tian and 25% is from Zhang Zhe. The Seller agrees to, in accordance with this Agreement, sell the Target Equity. Upon the completion of this transaction, the ownership structure of the Seller is AGM Technology Limited accounts for 75%, Chen Tian accounts for 16% and Zhang Zhe accounts for 9%.

Now, Therefore, in consideration of the premises and of the covenants, representations, warranties and agreements herein contained, the Parties have reached the following agreement:

SECTION 1 EQUITY ACQUISITION

The Buyer agrees to acquire the Seller’s Target Equity and the Seller agrees to sell the Target Equity to the Buyer (“the Deal”), and the Target Equity is without any rights burden. The Buyer shall be entitle to all rights and obligations under Shareholder Agreement and Article of Association of the Seller(include any amendment made from time to time) upon the completion of acquisition of Target Equity in accordance with this Agreement.

SECTION 2 PRICE AND PAYMENT

2.1 In consideration of the estimated value of the Seller’s 100% equityis HK$8,000,000, the transfer price of the Target Equity shall be HK$6,000,000 (the “Transfer Price”).

2.2 The Buyer shall pay the Transfer Price in available cash to the Seller’s designated bank account. A 20% initial payment shall be paid by the Buyer to each of the aforesaid Chan Tian’s and Zhang Zhe’s designated bank account within five working days upon the signing of this Agreement. 30% shall be paid by the Buyer to each of the aforesaid Chan Tian’s and Zhang Zhe’s designated bank account after the legal and financialdue diligence, and the remaining 50% shall be paid to each of the aforesaid Chan Tian’s and Zhang Zhe’s designated bank account after the approval by Securities and Futures Commission of Hong Kong (“SFC”) and the relevant change information can be checked through the public channel.

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2.3 In case it is failed to obtain the approval from SFC with respect to the aforesaid Target Equity and the relevant change information due to any force majeure and any reason caused by non-Buyer’s nor Seller’s fault in spite of the maximum efforts made by the Buyer and the Seller, then the Seller agrees to refund the Buyer in full that the fund received by the Seller under Section 2.2. Any service fee and intermediary fee incurred in the process of applying for change shall be fully borne by the Buyer.

2.4 The credit and debt confirmed by both Parties after legal and financial due diligence shall be deemed as the Appendix to this Agreement.

SECTION 3 PREREQUISITE

3.1 The deal close shall be dependent on each of the following prerequisite:

3.1.1 The modified approval certificate of the Company (the“modified approval certificate”) is issued and specifies that SFC approves the deal (the “Approval”), and the Buyer owns 70% of the registered capital of the Company; and

3.1.2 The modified Article of Association (the “modified Article of Association”) has been registered with the competent company registry and specifies that the Buyer owns the corresponding rights that the Seller owns in the Company.

3.2 Each Party shall provide and sign any and all documents required by the Law of Hong Kong and government agencies and shall take all necessary and proper action to ensure that the prerequisites specified by Section 3.1 are met as soon as practicable.

SECTION 4 DEAL CLOSE

4.1 The deal close shall take place at the place agreed upon by the Parties on the first business day of after the prerequisites are satisfied.

4.2 Upon the deal close, the Buyer and the Seller shall deliver the following documents:

4.2.1 The copy of the approval of the acquisition of the Target Equity issued by SFC, the copy of the modified approval certificate and the modified Article of Association, such copies and contents shall satisfy the Buyer.

4.2.2 Equity change registration form and director change registration form and their content provided by the Registry of the Company of Hong Kong shall satisfy the Buyer.

4.2.3 Any other documents necessary for the deal close and the document form and content shall be reasonably accepted by the Buyer.

SECTION 5 APPROVAL

Both Parties agree that upon signing of this Agreement and the Seller received the remaining 50% of the Transfer Price paid by the Buyer after the due diligence, the deal shall be reported to SFC for the examination and approval.

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SECTION 6 WARRANTY

6.1 The Seller warrants that:

(a)

The Seller is a limited liability company established and existing under the laws of Hong Kong;

(b)

The Seller holds Class 9: Provide Asset Management Licence issued by SFC in accordance with Securities and Futures Ordinance (Chapter 571), the central number of such licence is BBE413.

(c)

The Seller has full capacity for civil conduct, and be able to enjoy civil rights and assume civil obligations, and has the right, power and authorization to sign and deliver of this Agreement and each document signed on or prior to date of the deal close, and the Seller is able to exercise its rights and perform its obligation under this Agreement and, and all necessary action has been taken by the Seller for this purpose.

(d)

The obligation of the Seller under this Agreement shall be valid and binding and the Buyer is entitle to demand the Seller to perform this Agreement in accordance the provisions herein; and

(e)

The Seller is the legal and beneficial owner of the Target Equity, and no right burden is affixed to the Target Equity.

6.2 The Seller warrants to the Buyer that all warranties are true, accurate, complete and no misleading on the date of signing this Agreement and on the date of the deal close.

6.3 The Seller warrants to the Buyer that after the completion of the Target Equity, the licensor holder and representative will remain under the name of the Company. The Seller will positively promote the Company acquire other business license under the governance of SFC.

6.4 Any claim, expense and responsibility directly or indirectly incurred due to the inconsistent with any such warranties or violation of such warranties, the Seller shall indemnify the Buyer from any loss.

6.5 The Buyer warrants to the Seller that the existing management structure and employee will remain unchanged and recruit relevant capable personnel engaged in relevant business.

6.6 The Buyer warrants to the Seller that any unfinished business prior to acquisition of the Target Equity shall continue to maintain independent operation and accounting after the deal close, and the Buyer shall not be entitle to any audited asset and cash in the Seller’s bank account, any fund products under the operation shall be retain and the returns of any fund shall be executed in accordance with the original Subscription Agreement.

6.7 The Seller warrants to the Buyer that in case any fund products under operation involving any dispute with any prior investor, the Seller shall take full responsibility on it.

6.8 The Buyer warrants to the Seller that any income distribution relating to any new business initiated or introduced by the Seller shall be separately agreed upon by the Buyer and the Seller.

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SECTION 7 CORPORATE GOVERNANCE

7.1 Each Party agree that the board of directors shall be changed from the current two people of Chen Tian and Zhang Zhe to Tang Wenjie, Jiang Zhentao, Mi Yufeng, Chen Tian and Zhang Zhe. Tang Wenjie shall assume the Chairmen of the Board. The voting mechanism of the board shall be simple majority, that is three votes and above shall be deemed as a pass. The Company promises to assist in change of bank account and Tang Wenjie shall be the authorised signatory of the bank.

7.2 Each Party agrees that significant investment shall be determined by Investment Decision-Making Committee (the “Investment Committee”). The Investment Committee shall be selected from and composed by the shareholders and license holder.

SECTION 8 TRANSFER EXPENSE AND TAX

8.1 Unless otherwise provided in this Agreement, each party shall pay its respective expense and tax in relation to its negotiation, preparation, signing and performance of this Agreement and other relevant documents.

8.2 The Seller is responsible to pay any agent fee and any charges from regulator and registration authority. The Buyer promises to pay the Company up to HK$10,0000 of declaration fee and reasonable expense in relation to this acquisition at the deal close.

SECTION 9 LITIGATION AND DISCIPLINE

9.1 Litigation

(a)

The company has not involved in (whether as a plaintiff or defendant) any civil, criminal, arbitration, administrative or other process, nor any person may be act on its behalf to bear the responsibility involved in such process, and no lawsuit or such process is pending.

(b)

No facts or circumstances may cause the Company or cause any person might be act on its behalf involves any civil, criminal arbitration, administrative or other process.

(c)

No lawsuit, arbitration or other legal or governmental proceeding is pending pertaining to the Company or any person might be act on its behalf.

9.2 Abide by the law

The company operates its business in all material aspects in accordance with all applicable law of Hong Kong and license (including its business license).

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9.3 Investation

No investigation, inquiry or disciplinary procedure carried out by government agency on the Company, and no such procedure is pending or may be filed.

SECTION10 RESPONSIBILITY

10.1 Debt

Except disclosed in the accounts, the Company has no outstanding loan or debt as a third party of creditor, nor agree to any such loan or debt.

The Seller shall list out any debt from the relevant financial data after financial due diligence. Financial Due Diligence Firm may participate in issuance of the detail.

10.2 Guarantee

(a)

The company never undertakes the obligation to guarantee others or other guarantee responsibility.

(b)

The company's loan or any part of the debt never depends on others to provide warranty or guarantee.

(c)

Except the disclosed debt and guarantees, any other undisclosed guarantees or liabilities including but not limited to guarantee or debt shall be borne by the original shareholders unlimited liability.

10.3 Event of Default

No following event happened, and no one claimed the following event happened:

(a)

Any event of default under any agreement in relation to any loan or debt, or any other event may give rise to repayment obligations under the agreement (or with the notice sent or the passage of time (or a combination of both) results in the above event happed); or

(b)

Any event that will lead to the guarantee of the Company's load or debt to be enforced (or with the notice sent or the passage of time (or a combination of both) results in the above event happed).

SECTION 11 TRANSFER

Without prior written consent of any party, either party shall not transfer or grant or attempt to transfer or grant its any rights or obligations under this Agreement.

SECTION 12 CONFIDENTIALITY

12.1 confidentiality obligations

Prior to and after the deal close, each Party shall:

(a)

not use or disclose any confidential information to any person (except the information necessary in the Company’s normal business prior to the deal close);

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(b)

make its best efforts to prevent the use or disclose any confidential information (except in the case of Section 12.1.1);

(c)

ensure any affiliates of both the Buyer and the Seller abide by the provisions 12.1.1 and 12.1.2.

12.2 Exceptions

The provision of Section 12.1 above shall not apply to information that:

(a)

is or becomes public knowledge otherwise than through breach of Confidentiality);

(b)

is disclosed to any director and manager of the Buyer or the Seller (such person need to known such confidential information to perform their responsibilities);

(c)

disclosed to any governmental authority in accordance with the applicable laws and regulatory rules of any kind, however, the premise that makes such disclosure, in practical situations, should be in consultation with the Buyer, and considering the Buyer’s reasonable request about the time of disclosure, disclosure content and form of making or sending the disclosure;

SECTION 13 GOVERNING LAW AND SETTLEMENT OF DISPUTES

13.1 This Agreement shall be governed by the laws of Hong Kong.

13.2 In the event of any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity hereof, such dispute shall be submit for arbitration before Hong Kong International Arbitration Centre (“HKIAC”) in accordance with HKIAC Arbitration Rules then in force. The arbitration place and oral hearing place shall be Hong Kong.

13.3 The arbitration tribunal shall consist of three arbitrators, one appointed by each Party, a third arbitrator, the presiding arbitrator, shall be appointed by agreement between the Parties. If the Parties fail to jointly appoint the presiding arbitrator within fifteen days, HKIAC shall make such appointment.

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In witness whereof, each of the Parties hereto has caused this Agreement to be executed by its duly authorized representative in Hong Kong on the date first set forth above.

AGM Technology Limited

/s/ Tang Wenjie

Authorized Representative: Tang Wenjie

SIFT Capital Partners Limited		SIFT Capital Partners Limited

/s/ Chen Tian		/s/ Zhang Zhe
Shareholder: Chen Tian		Shareholder: Zhang Zhe

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Exhibit 10.2

Equity Acquisition Agreement

AGM Global asset management ltd.

By and between

AGM Group Holdings, Inc.

and

Alpha Growth Management Co.,Ltd.

Contents

SECTION	PAGE

SECTION 1 EQUITY ACQUISITION	1

SECTION 2 PRICE AND PAYMENT	1

SECTION 3 PREREQUISITE	2

SECTION 4 DEAL CLOSE	2

SECTION 5 APPROVAL	2

SECTION 6 WARRANTY	2

SECTION 7 TRANSFER EXPENSE AND TAX	3

SECTION 8 LITIGATION AND ABIDE BY THE LAW	3

SECTION 9 RESPONSIBILITY	4

SECTION 10 TRANSFER	4

SECTION 11 CONFIDENTIALITY	5

SECTION 12 GOVERNING LAW AND SETTLEMENT OF DISPUTES	5

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This Equity Acquisition Agreement (“this Agreement”) is made on this day of May [ ], 2018 by the Parties as follows:

(1)

AGM Group Holdings, Inc. (“the Buyer”), an entity established and existing under the laws of British Virgin Islands, with its registered address at OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands; and

(2)

Alpha Growth Management Co., Ltd. (“the Seller”), an entity established and existing under the laws of British Virgin Islands, with its registered address at OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands.

(3)

AGM Global Asset Management Ltd. (the “Target Company”), is an entity established and existing under the laws of Cayman, the registered number of the company with the Company Registry is 325559, with its registered address is Harneys Services (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands. The Seller in accordance with Securities Investment Business Law of Cayman holds 100% of equity of the Target Company and Cayman fund management licence: SIBL License, the number of the license is 1423520.

Whereas:

The Buyer desires to, in accordance with this Agreement, acquire 100% of equity that the Seller holds in the Target Company (the “Target Equity”), and the Seller also agrees to sell the Target Equity in accordance with this Agreement.

Now, therefore, in consideration of the premises and of the covenants, representations, warranties and agreements herein contained, the Parties have reached the following agreement:

SECTION 1 EQUITY ACQUISITION

The Buyer agrees to acquire the Seller’s Target Equity and the Seller agrees to sell the Target Equity to the Buyer (the “Deal”), and the Target Equity is without any rights burden. The Buyer shall be entitle to all rights and obligations under Shareholder Agreement and Article of Association of the Seller(include any amendment made from time to time) upon the completion of acquisition of Target Equity in accordance with this Agreement.

SECTION 2 PRICE AND PAYMENT

2.1 In consideration of the estimated value of the Seller’s 100% equity is US$22,635, the transfer price of the Target Equity shall be US$22,635 (the “Transfer Price”).

2.2 The Buyer shall pay the Transfer Price in available cash to the Seller’s designated bank account. A 50% initial payment shall be paid by the Buyer to the designated bank account of the Seller’s prior shareholder within five working days upon the signing of this Agreement. and the remaining 50% shall be paid to the designated bank account of the Seller’s prior shareholder after the approval by Cayman Registration Office and completion of the transfer procedure.

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SECTION 3 PREREQUISITE

3.1 The deal close shall be dependent on each of the following prerequisite:

3.1.1 The application of equity transfer is approved and the Buyer has the right to own 100% of the registered capital of the Target Company in accordance with the approval by the competent Cayman Registration Office; and

3.1.2 The modified Article of Association (the “modified Article of Association”) has been registered with the competent Cayman Registration Office and the modified Article of Association shall specify that the Buyer owns the corresponding rights that the Seller owns in the Company.

3.2 Each Party shall provide and sign any and all documents required by the Law of Cayman and government agencies and shall take all necessary and proper action to ensure that the prerequisites specified by Section 3.1 are met as soon as practicable.

SECTION 4 DEAL CLOSE

4.1 The deal close shall take place at the place agreed upon by the Parties on the first business day of after the prerequisites are satisfied.

4.2

Upon the deal close, the Buyer and the Seller shall deliver the following documents:

4.2.1 Equity change registration form provided by the by Cayman Registration Office, new Article of Association and Certificate of Incorporation after the equity change, such documents shall satisfy the Buyer; and

4.2.2 Any other documents necessary for the deal close and the document form and content shall be reasonably accepted by the Buyer.

SECTION 5 APPROVAL

Both Parties agree that upon signing of this Agreement and the Seller received the initial payment of 50% of the Transfer Price paid by the Buyer, the deal shall be reported to Cayman Registration Office for the examination and approval.

SECTION 6 WARRANTY

6.1 The Seller warrants that:

(a)

The Seller is a limited liability company established and existing under the laws of BVI;

(b)

The seller has full capacity for civil conduct, and be able to enjoy civil rights and assume civil obligations, and has the right, power and authorization to sign and deliver this Agreement and each document signed on or prior to this date of the deal close, and the Seller is able to exercise its rights and perform its obligation under this Agreement and, and all necessary action has been taken by the Seller for this purpose.

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(c)

The obligation of the Seller under this Agreement shall be valid and binding and the Buyer is entitle to demand the Seller to perform this Agreement in accordance the provisions herein; and

(d)

The Seller is the legal and beneficial owner of the Target Equity, and no right burden is affixed to the Target Equity.

6.2 The Seller warrants to the Buyer that all warranties are true, accurate, complete and no misleading on the date of signing this Agreement and on the date of the deal close.

6.3 The Seller warrants to the Buyer that after the completion of the Target Equity, the existing directors will remain under the name of the Target Company.

6.5 The Buyer warrants to the Seller that the existing management structure and employee will remain unchanged and recruit relevant capable personnel engaged in relevant business.

SECTION 7 TRANSFER EXPENSE AND TAX

7.1 Unless otherwise provided in this Agreement, each party shall pay its respective expense and tax in relation to its negotiation, preparation, signing and performance of this Agreement and other relevant documents.

7.2 The Seller is responsible to pay any agent fee and any charges from regulator and registration authority. The Buyer promises to pay the Company up to US$5,000 of declaration fee and reasonable expense in relation to this acquisition at the deal close.

SECTION 8 LITIGATION AND DISCIPLINE

8.1 Litigation

(a)

(b)

No facts or circumstances may cause the Company or cause any person might be act on its behalf involves any civil, criminal arbitration, administrative or other process.

(c)

No lawsuit, arbitration or other legal or governmental proceeding is pending pertaining to the Company or any person might be act on its behalf.

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8.2 Abide by the law

The company operates its business in all material aspects in accordance with all applicable law of Cayman (including its business license).

8.3 Investation

No investigation, inquiry or disciplinary procedure carried out by government agency on the Company, and no such procedure is pending or may be filed.

SECTION 9 RESPONSIBILITY

9.1 Debt

Except disclosed in the accounts, the Target Company has no outstanding loan or debt as a third party of creditor, nor agree to any such loan or debt.

9.2 Guarantee

(a)

The company never undertakes the obligation to guarantee others or other guarantee responsibility.

(b)

The company's loan or any part of the debt never depends on others to provide warranty or guarantee.

9.3 Event of Default

No following event happened, and no one claimed the following event happened:

(a)

(b)

Any event that will lead to the guarantee of the Company's load or debt to be enforced (or with the notice sent or the passage of time (or a combination of both) results in the above event happed).

SECTION 10 TRANSFER

Without prior written consent of any party, either party shall not transfer or grant or attempt to transfer or grant its any rights or obligations under this Agreement.

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SECTION 11 CONFIDENTIALITY

12.1 confidentiality obligations

Prior to and after the deal close, each Party shall:

(a)

not use or disclose any confidential information to any person (except the information necessary in the Company’s normal business prior to the deal close);

(b)

make its best efforts to prevent the use or disclose any confidential information (except in the case of Section 12.1.1);

(c)

ensure any affiliates of both the Buyer and the Seller abide by the provisions 12.1.1 and 12.1.2.

11.2 Exceptions

The provision of Section 12.1 above shall not apply to information that:

(a)

is or becomes public knowledge otherwise than through breach of Confidentiality);

(b)

is disclosed to any director and manager of the Buyer or the Seller (such person need to known such confidential information to perform their responsibilities);

(c)

SECTION 12 GOVERNING LAW AND SETTLEMENT OF DISPUTES

12.1 This Agreement shall be governed by the laws of BVI.

12.2 In the event of any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity hereof, such dispute shall be settled by the competent BVI court in accordance with applicable rules and regulations.

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In witness whereof, each of the Parties hereto has caused this Agreement to be executed by its duly authorized representative on the date first set forth above.

AGM Group Holdings, Inc.

/s/ Zhentao Jiang

Authorized Representative

Alpha Growth Management Co., Ltd.

/s/ Wenjie Tang
Authorized Representative

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