Current Report Filing (8-k)

Date : 10/01/2018 @ 3:42PM
Source : Edgar (US Regulatory)
Stock : DBUB Group Inc. (DBUB)
Quote : 0.076  0.0 (0.00%) @ 9:25PM

Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549  

 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934 

 

Date of report (Date of earliest event reported): September 5, 2018

 

 

DBUB GROUP INC.

(Exact name of registrant as specified in Charter)

 

Nevada 000-28767 88-0403070
(State or other jurisdiction of incorporation or organization) (Commission File No.) (IRS Employee Identification No.)

 

No. 108 ShangCheng Road, Suite 1-1003

Pudong New District, Shanghai, China 200120 

 (Address of Principal Executive Offices)

 

+086-156-18521412

 (Registrant’s Telephone number)

 

Yosen Group, Inc.

(former name of registrant)

 

Copies to:

Asher S. Levitsky PC

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas; Suite 1100

New York, New York 10105-0302

Phone: (212) 370-1300

Fax: (212) 370-7889

E-mail: alevitsky@egsllp.com

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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Item 3.02. Unregistered Sales of Equity Securities

 

Pursuant to a subscription agreement dated September 20, 2018, with Alvin Leung, Mr. Leung purchased 1,000,000 shares of common stock at a purchase price of$ 0.26 per share, or a total of $260,000. The issuance of the shares was exempt from registration pursuant to Regulation S of the Securities and Exchange Commission under the Securities Act of 1933. No commission or other remuneration was paid in connection with the sale of the shares.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On September 5, 2018, the Company changed its corporate name to DBUB Group Inc. through the merger of the Company with its wholly-owned subsidiary, DBUB Group Inc., a Nevada corporation (the “Subsidiary”). Pursuant to an agreement and plan of merger between the Company and the Subsidiary, the Subsidiary was merged with and into the Company and the Company’s name was changed to DBUB Group Inc. The only change to the Company’s articles of incorporation was the change of the Company’s corporate name to DBUB Group Inc. Pursuant to Section 92A.180 of the Nevada Revised Statutes, the merger did not require stockholder approval. The change of name will take place in the marketplace upon approval by FINRA.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

2.1 Plan and agreement of merger dated September 5, 2018 between the Company and DBUB Group Inc.
3.1 Articles of merger of DBUB Group Inc. and the Company.
99.1 Subscription agreement dated September 20, 2018 between the Company and Alvin Leung.

 

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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 hereunto duly authorized.

 

Date: September  27, 2018 DBUB Group, Inc.
   
   
By:  /s/ Zinan Zhou
  Zinan Zhou
  Chief Executive Officer

 

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AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER dated as of September 5, 2018 by and between Yosen Group, Inc., a Nevada corporation (“Yosen”), and DBUB Group Inc., a Nevada corporation (“Subsidiary”)

WHEREAS, Subsidiary is the wholly-owned subsidiary of Yosen; and

WHEREAS, the board of directors of Yosen deems it advisable and in the best interests of its stockholders that Subsidiary be merged with and into Yosen, with Yosen remaining as the surviving corporation under the name “DBUB Group Inc.”; and

WHEREAS, the board of directors of Yosen have approved the plan of merger embodied in this Agreement pursuant to NRS 92A.180; and

WHEREFORE, the parties hereto do hereby agree to merge on the terms and conditions herein provided, as follows:

1. The Merger

(a) The Merger. Upon the terms and subject to the conditions hereof, on the Effective Date (as hereinafter defined), Subsidiary shall be merged with and into Yosen in accordance with the laws of the State of Nevada (the “Merger”). The separate existence of Subsidiary shall cease, and Yosen shall be the surviving corporation under the name “DBUB Group Inc.” (the “Surviving Corporation”) and shall be governed by the laws of the State of Nevada.

(b) Effective Date. The Merger shall become effective on the date and at the time (the “Effective Date”) that:

(i) the Articles of Merger, in substantially the form approved by the Board of Directors of Yosen, that the parties hereto intend to deliver to the Secretary of State of the State of Nevada, are accepted and declared effective by the Secretary of State of the State of Nevada;

(ii) after satisfaction of the requirements of the laws of the State of Nevada.

(c) Articles of Incorporation. On the Effective Date, the Articles of Incorporation of Yosen, as in effect immediately prior to the Effective Date, shall continue in full force and effect as the Articles of Incorporation of the Surviving Corporation except that Article I of the Articles of Incorporation of Yosen, as the Surviving Corporation, shall be amended to state that the name of the corporation is “DBUB Group Inc..”

(d) Bylaws. On the Effective Date, the Bylaws of Yosen, as in effect immediately prior to the Effective Date, shall continue in full force and effect as the bylaws of the Surviving Corporation.

(e) Directors and Officers. The directors and officers of Yosen immediately prior to the Effective Date shall be the directors and officers of the Surviving Corporation, until their successors shall have been duly elected and qualified or until otherwise provided by law, the Articles of Incorporation of the Surviving Corporation or the Bylaws of the Surviving Corporation.

2. Effect of the Merger upon Shares

(a) Common Stock of Yosen. The capital stock of Yosen shall not affected by the Merger. Each share of common stock of Yosen, par value of $0.001 per share, issued and outstanding immediately prior to the Effective Date shall continue to represent one fully paid and non-assessable share of the common stock, par value of $0.001 per share, of Yosen, as the Surviving Corporation.

(b) Common Stock of Subsidiary. Upon the Effective Date, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock of Subsidiary, par value of $0.001 per share, issued and outstanding immediately prior to the Effective Date shall be cancelled.

3. Effect of the Merger

(a) Rights and Privileges. On the Effective Date of the Merger, the Surviving Corporation, without further act, deed or other transfer, shall retain or succeed to, as the case may be, and possess and be vested with all the rights, privileges, immunities, powers, franchises and authority, of a public as well as of a private nature, of Subsidiary and Yosen; all property of every description and every interest therein, and all debts and other obligations of or belonging to or due to each of Subsidiary and Yosen on whatever account shall thereafter be taken and deemed to be held by or transferred to, as the case may be, or invested in the Surviving Corporation without further act or deed, title to any real estate, or any interest therein vested in Subsidiary or Yosen, shall not revert or in any way be impaired by reason of this merger; and all of the rights of creditors of Subsidiary and Yosen shall be preserved unimpaired, and all liens upon the property of Subsidiary or Yosen shall be preserved unimpaired, and all debts, liabilities, obligations and duties of the respective corporations shall thenceforth remain with or be attached to, as the case may be, the Surviving Corporation and may be enforced against it to the same extent as if all of said debts, liabilities, obligations and duties had been incurred or contracted by it.

(b) Further Assurances. From time to time, as and when required by the Surviving Corporation or by its successors and assigns, there shall be executed and delivered on behalf of Subsidiary such deeds and other instruments, and there shall be taken or caused to be taken by it such further other action, as shall be appropriate or necessary in order to vest or perfect in or to confirm of record or otherwise in the Surviving Corporation the title to and possession of all the property, interest, assets, rights, privileges, immunities, powers, franchises and authority of Subsidiary and otherwise to carry out the purposes of this Agreement, and the officers and directors of the Surviving Corporation are fully authorized in the name and on behalf of Subsidiary or otherwise to take any and all such action and to execute and deliver any and all such deeds and other instruments.

4. General

(a) Abandonment. Notwithstanding any approval of the Merger or this Agreement by Yosen, this Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, by Yosen.

(b) Amendment. At any time prior to the Effective Date, this Agreement may be amended or modified in writing by the board of directors of Yosen.

(c) Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada.

(d) Counterparts. In order to facilitate the filing and recording of this Agreement, the same may be executed in any number of counterparts, each of which shall be deemed to be an original.

(e) Electronic Means. Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date hereof.

IN WITNESS WHEREOF, the parties hereto have entered into and signed this Agreement as of the date set forth above.

DBUD GROUP INC.    
     
By: /s/ Zinan Zhou    
  ZInan Zhou    
  Chief Executive Officer    
       
       
YOSEN GROUP, INC.    
       
By: /s/ Zinan Zhou    
  Zinan Zhou    
  Chief Executive Officer    



Articles of Merger

.(Pursuant to NRS Chapter 92A)

1)Name and Jurisdiction of organization of each constituent entity (NRS 92A.200):

☐  If there are more than four merging entities, check box and attach and 8 1/2” x 11” blank sheet containing the required information for each additional entity from article one.

DBUB GROUP Inc.    
Name of merging entity    
     
NV   corporation
Jurisdiction   Entity type*
     
     
Name of merging entity    
     
     
Jurisdiction   Entity type*
     
     
Name of merging entity    
     
     
Jurisdiction   Entity type*
     
     
Name of merging entity    
     
     
Jurisdiction   Entity type*
     
and,    
     
Yosen Group, Inc.    
Name of surviving entity    
     
NV   corporation
Jurisdiction   Entity type*

 

*Corporation, non-profit corporation, limited partnership, limlted-liability company or business trust.

Filing Fee: $350.00

 

This form must be accompanied by appropriate fees.

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2)Forwarding address where copies of process may be sent by the Secretary of State of Nevada (If a foreign entity Is the survivor In the merger• NRS 92A.190):

Attn: DBUB Group Inc.  
     
c/o: Corporation Creations Network, Inc.  
  8275 South Eastern Avenue, No. 200  
  Las Vegas, NV 89123  

 

3)Choose one:

☐  The undersigned declares that a plan of merger has been adopted by each constituent entity (NRS 92A.200).
   
☒  The undersigned declares that a plan of merger has been adopted by the parent domestic entity (NRS 92A.180).

 

4)Owner's approval (NRS 92A.200) (options a, b or c must be used, as applicable, for each entity):

 

☐  If there are mor e than four merging entities, check box and attach an 8 1/2" x11" blank sheet containing the required Information for each additional entity from the appropriate section of article four.
   
(a) Owner’s approval was not required from
   
  DBUB Group Inc.
  Name of merging entity, if applicable
   
   
  Name of merging entity, if applicable
   
   
  Name of merging entity, if applicable
   
   
  Name of merging entity, if applicable
   
  and or;
   
  Yosen Group, Inc.
  Name of surviving entity, if applicable

 

 

This form must be accompanied by appropriate fees.

 

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(b) The plan was approved by the required consent of the owners of *:
   
   
  Name of merging entity, if applicable
   
   
  Name of merging entity, if applicable
   
   
  Name of merging entity, if applicable
   
   
  Name of merging entity, if applicable
   
  and or;
   
  Name or surviving entity, if applicable

 

* Unless otherwise provided In the certificate of trust or governing Instrument of a business trust, a merger must be approved by all the trustees and beneficial owners of each business trust that Is a constituent entity in the merger.

 

 

This form must be accompanied by appropriate fees

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(c) Approval of plan of merger for Nevada non-profit corporation (NRA 92A.160):
   
  The plan of merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation.
   
   
  Name of merging entity, if applicable
   
   
  Name of merging entity, if applicable
   
   
  Name of merging entity, if applicable
   
   
  Name of merging entity, if applicable
   
  and, or:
   
  Name of surviving entity, if applicable

 

This form must be accompanied by appropriate fees.

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5)Amendments, if any, to the articles or certificate of the surviving entity. provide article numbers, if available. (NRS 92A.200)*:
   
  Article I is amended to read as follows: The name of the Corporation is DBUB Group Inc.

 

6)   Location of Plan of merger (check a or b):
     
     ☐ (a) The entire plan of merger is attached:
     
    or,
     
     ☒ (b) The entire plan of merger is on file at the registered office of the surviving corporation, limited-liabilty company or business trust, or at the records office address if a limited partnership, or other place of business of the surviving entity (NRS 92A.200).

 

7)   Effective date and time of filling: (optional) (must not be later than 90 days after the certificate is filed)

Date: Time:  

*Amended and restated articles may be attached as an exhibit or Integrated into the articles of merger. Please entitle them "Restated" or "Amended and Restated," accordingly. The form to accompany restated articles prescribed by the secretary of state must accompany by the amended and/or restated articles. Pursuant to NRS 92A.180 (merger of subsidiary into parent • Nevada parent owning 90% or more of subsidiary), the articles of merger may not contain amendments to the constituent documents of the surviving entity except that the name of the surviving entity may be changed.

 

 

This form must be accompanied by appropriate fees.

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8)   Signatures - Must be signed by: and officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited-liability limited partnership; A manager of each Nevada limited-liability company with managers or one member is there are no managers; A trustee of each Nevada business trust (NRS 92A.230)*
     
  If there are more than four merging entities, check box and attach an 8 1/2” x 11” blank sheet containing the required information for each additional entity from article eight.

 

DBUB Group Inc.    
Name of merging entity    
     
X /s/ Zinan Zhou Zinan Zhou, CEO 09/05/2018
Signature Title Date
     
     
Name of merging entity
     
X    
Signature Title Date
     
     
Name of merging entity    
     
X    
Signature Title Date
     
     
Name of merging entity    
     
X    
Signature Title Date
     
and,    
     
Yosen Group, Inc.    
Name of surviving entity    
     
X /s/ Zinan Zhou Zinan Zhou, CEO 09/05/2018
Signature Title Date

• The articles of merger must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed.

IMPORTANT: Failure to Include any of the above information and submit with the proper fees may cause this filing to be rejected.

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SUBSCRIPTION AGREEMENT

 

This Subscription Agreement (the "Agreement") dated as of Sep 20th, 2018 has been executed by the undersigned (the "Subscriber") in connection with the offer and sale (the "Offering") of 1,000,000 shares of common stock, $0.001 par value per share (the "Common Stock"), at a price of US$0.26 per share of DBUB GROUP INC., a Nevada corporation (the "Company"). The Offering of the Common Stock is being made in reliance upon the provisions of Regulation S ("Regulation S") promulgated by the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"). Upon the terms and subject to the conditions set forth herein, the Subscriber hereby agrees to purchase, and the Company hereby agrees to issue and sell the Common Stock. In consideration of the mutual promises, representations and warranties set forth herein, the Company and the Subscriber hereby agree as follows:

 

1. Agreement to Subscribe

 

1.1 Purchase and Issuance of the Common Stock. The Subscriber is hereby subscribing for 1,000,000 Shares. The aggregate price payable for the Common Stock is US$260,000 ("Purchase Price"). At the Closing, Subscriber will deliver to the Company, or as otherwise instructed by the Company, the Purchase Price by bank check, wire transfer or such other form of payment as shall be acceptable to the Company, in its sole and absolute discretion.

 

1.2 Closing. The closing for the sale of the Common Stocks to the Subscriber shall take place at the offices of the Company on Sep 20th, 2018 (the "Closing"), or at such other time and/or such other place as the Company may determine in its sole and absolute discretion.

 

2. Representations and Warranties of the Subscriber

 

The Subscriber represents and warrants to the Company that:

 

2.1 No Government Recommendation or Approval. The Subscriber understands that no United States federal or state agency or similar agency of any other country, has passed upon or made any recommendation or endorsement of the Company or the Offering of the Common Stock.

 

2.2 Not a "U.S. Person". The Subscriber is not a "U.S. Person" as defined in Rule 902 of Regulation S promulgated under the Securities Act, was not organized under the laws of any United States jurisdiction, and was not formed for the purpose of investing in securities not registered under the Securities Act. At the time the purchase order for this transaction was originated, the Subscriber was outside the United States.

 

2.3 Intent. The Subscriber is purchasing the Common Stock solely for investment purposes, for the Subscriber's own account and not for the account or benefit of any U.S. person, and not with a view towards the distribution or dissemination thereof and the Subscriber has no present arrangement to sell the Common Stock to or through any person or entity. The Subscriber understands that the Common Stock must be held indefinitely unless such Common Stock are resold in accordance with the provisions of Regulation S, are subsequently registered under the Securities Act or an exemption from registration is available.

 

2.4 Restrictions on Transfer. The Subscriber understands that the Common Stock are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Common Stock have not been and will not be registered under the Securities Act, and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Common Stock, such Common Stock may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) to a non-U.S. person in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S of the Securities Act, (C) pursuant to the resale limitations set forth in Rule 905 of Regulation S, (D) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available) or (E) pursuant to any other exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. The Subscriber acknowledges, agrees and covenants that it will not engage in hedging transactions with regard to the Common Stock prior to the expiration of the distribution compliance period specified in Rule 903 of Regulation S promulgated under the Act, unless in compliance with the Securities Act. The Subscriber agrees that if any transfer of its Common Stock or any interest therein is proposed to be made, as a condition precedent to any such transfer, the transferor may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or another exemption from registration, the Subscriber agrees that it will not resell the Common Stock to U.S. Persons or within the United States.

 

2.5. Accredited and Sophisticated Investor.

 

(i) The Subscriber is familiar with the term "accredited investor" as defined in Regulation D promulgated under the Securities Act and is an "accredited investor" within the meaning of such term in Regulation D.

 

(ii) The Subscriber is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Common Stock.

 

(iii) The Subscriber is able to bear the economic risk of his investment in the Common Stock for an indefinite period of time because none of the Common Stock have been registered under the Securities Act and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.

 

2.6 Independent Investigation. The Subscriber, in making the decision to purchase the Common Stock, has relied upon an independent investigation of the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, its officers, directors or employees or any other representatives or agents of the Company, other than as set forth in this Agreement. The Subscriber is familiar with the business, operations and financial condition of the Company and has had an opportunity to ask questions of, and receive answers from, the Company’s officers and directors concerning the Company and the terms and conditions of the offering of the Common Stock and has had full access to such other information concerning the Company as the Subscriber has requested.

 

2.7 Authority. This Agreement has been validly authorized, executed and delivered by the Subscriber and is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally. The execution, delivery and performance of this Agreement by the Subscriber does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which the Subscriber is a party.

 

2.8 No Legal Advice from Company. The Subscriber acknowledges that he, she or it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement and the other agreements entered into between the parties hereto with the Subscriber's own legal counsel and investment and tax advisors. Except for any statements or representations of the Company made in this Agreement and the other agreements entered into between the parties hereto, the Subscriber is relying solely on such counsel and advisors and not on any statements or representations of the Company or any of its representatives or agents for legal, tax or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any jurisdiction.

 

2.9 Reliance on Representations and Warranties. The Subscriber understands that the Common Stock are being offered and sold to the Subscriber in reliance on specific provisions of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Subscriber set forth in this Agreement in order to determine the applicability of such provisions.

 

2.10 No Advertisements. The undersigned is not subscribing for Common Stock as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or presented at any seminar or meeting.

 

3. Representations and Warranties of the Company

 

The Company represents and warrants to the Subscriber that:

 

3.1 Valid Issuance of Capital Stock. The shares of Common Stock comprising the Common Stock will, when issued in accordance with the terms of this Agreement, be duly authorized, validly issued, fully paid and non-assessable.

 

3.2 Organization and Qualification. The Company is a corporation duly incorporated and existing in good standing under the laws of the state of Nevada and has the requisite corporate power to own its properties and assets and to carry on its business as now being conducted.

 

3.3 Authorization; Enforcement. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to issue the Common Stock in accordance with the terms hereof, (ii) the execution, delivery and performance of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action, and no further consent or authorization of the Company or its Board of Directors or stockholders is required, and (iii) this Agreement constitutes valid and binding obligations of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, or similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by equitable principles of general application and except as enforcement of rights to indemnity and contribution may be limited by federal and state securities laws or principles of public policy.

 

3.4 No Conflicts. To the knowledge of the Company, the execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated hereby do not materially (i) result in a violation of the Company's Articles of Incorporation or By-Laws or (ii) conflict with, or constitute a default under any agreement, indenture or instrument to which the Company is a party. Other than any SEC or state securities filings which may be required to be made by the Company subsequent to the Closing, the Company is not required under federal, state or local law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or self-regulatory entity in order for it to perform any of its obligations under this Agreement or issue the Common Stock in accordance with the terms hereof.

 

4. Legends; Denominations

 

4.1 Legend. The Company will issue the Common Stock purchased by the Subscriber in the name of the Subscriber and in such denominations to be specified by the Subscriber prior to the Closing. The Common Stock will bear the following legend (the "Legend"), and appropriate "stop transfer" instructions:

 

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT, (B) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) PURSUANT TO THE RESALE LIMITATIONS SET FORTH IN RULE 905 OF REGULATIONS S UNDER THE SECURITIES ACT, (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

 

4.2 Subscriber's Compliance. Nothing in this Section 4 shall affect in any way the Subscriber's obligations and agreement to comply with all applicable securities laws upon resale of the Common Stock.

 

4.3 Company’s Refusal to Register Transfer of Common Stock. The Company shall refuse to register any transfer of the Common Stock not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement filed under the Securities Act, or pursuant to an available exemption from the registration requirements of the Securities Act.

 

5. Governing Law; Jurisdiction; Waiver of Jury Trial

 

This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada. The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement and the transactions contemplated hereby.

 

6. Assignment; Entire Agreement; Amendment

 

6.1 Assignment. Neither this Agreement nor any rights hereunder may be assigned by any party to any other person other than by Subscriber to a person agreeing to be bound by the terms hereof.

 

6.2 Entire Agreement; Amendment. This Agreement and any other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matter hereof, and no party shall be liable or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth in this Agreement. Except as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge, or termination is sought.

 

7. Notices; Indemnity

 

7.1 Notices. Unless otherwise provided herein, any notice or other communication to a party hereunder shall be sufficiently given if in writing and personally delivered or sent by facsimile with copy sent in another manner herein provided or sent by courier (which for all purposes of this Agreement shall include Federal Express, UPS or other recognized overnight courier) or mailed to said party by certified mail, return receipt requested, at its address provided for herein or such other address as either may designate for itself in such notice to the other and communications shall be deemed to have been received when delivered personally on the scheduled arrival date when sent by next day or 2-day courier service or if sent by facsimile upon receipt of confirmation of transmittal or, if sent by mail, then three days after deposit in the mail.

 

7.2 Indemnification. Each party shall indemnify the other against any loss, cost or damages (including reasonable attorney's fees and expenses) incurred as a result of such party's breach of any representation, warranty, covenant or agreement in this Agreement.

 

8. Counterparts

 

This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.

 

9. Survival; Severability

 

The representations, warranties, covenants and agreements of the parties hereto shall survive the Closing. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party.

 

10. Titles and Subtitles

 

The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

 

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

 

 

 

 

 

 

 

 

 

 

 

 1 

 

 

Name of the Subscriber: Alvin Leung  
Date of Subscription: Sep 20th, 2018  
Place of Residency and/or Principal Place of Business: Britain  
Address of Subscriber  
   
   
   
Signature of Subscriber:  
By: /s/ Alvin Leung
Name: Alvin Leung
Title:  

 

 2 

 

 

This subscription is accepted by the Company on Sep 20th, 2018.

 

    DBUB GROUP INC.
     
     
  By: /s/ Zinan Zhou
 

Name: 

Zinan Zhou
  Title: Chief Executive Officer

 

 3 

 

 

 

 

 

 

 

 

 

 

 



This regulatory filing also includes additional resources:
ex3_1.pdf

DBUB Group Inc. (USOTC:DBUB)
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