Item 1.01

Entry into a Material Definitive Agreement.

On November 27, 2017, Traqer Corp. (“we,” “us,” “our” or the “Company”) entered into an exchange agreement (the “Exchange Agreement”) with Donggao International Group Shares Limited , a Seychelles International Business Company (“Donggao”), and holders of all outstanding capital stock of Donggao (“Donggao Shareholders”). Under the terms of the Exchange Agreement, we will acquire 100% of Donggao’s outstanding capital stock. In exchange, we will issue to the Donggao Shareholders, in the aggregate, 300,000,000 shares of the Company’s common stock.

Upon the closing of the transactions contemplated under the Exchange Agreement, Donggao will become a wholly-owned subsidiary of the Company. The Exchange Agreement and the transactions contemplated there under (the “Exchange”) were approved by our sole director Limei Jiang, who is   also a shareholder of the Company. The Exchange Agreement provides that upon the closing of the Exchange, our current Chief Executive Officer, Limei Jiang, will resign, and Yue Zhong, the current Chief Executive Officer of Donggao, will be appointed as a director, the Chairman of the board of directors, and Chief Executive Officer of the Company.  

The Exchange Agreement

Under the terms of the Exchange Agreement, the Donggao Shareholders will exchange all of their shares of outstanding capital stock of Donggao for an aggregate of 300,000,000 shares of the Company’s common stock.  We currently have a total of 5,761,500 shares of common stock outstanding. Upon completion of the Exchange, the Company would have approximately 305,761,500 shares of common stock outstanding, of which 300,000,000 shares would be owned by the former Donggao Shareholders, representing approximately 98.12% of the total issued and outstanding shares of the Company, and 5,761,500 shares would be owned by the Company’s current stockholders, representing approximately 1.88% of the total issued and outstanding shares of the Company. The closing of the Exchange would result in a change of control of the Company.

The Exchange Agreement contains representations and warranties of the Company, Donggao and Donggao Shareholders, customary for a transaction of this nature.  The closing is subject to certain conditions, including, among others, the accuracy of all representations and warranties, the performance of all covenants, the absence of any material adverse events, and the delivery of Donggao’s audited financial statements.  The Exchange Agreement may be terminated by mutual consent of Donggao and the Company; by either party if the Exchange is not consummated by May 28, 2018; by either party if the Exchange is prohibited by issuance of an order, decree or ruling; or by either party for various other grounds as provided in the Exchange Agreement.  The parties anticipate closing the Exchange as soon as possible upon satisfaction or waiver of the closing conditions but in no event later than the earlier of (i) 180 days after the date of the Exchange Agreement and (ii) 30 days after satisfaction or waiver of all closing conditions.  However, the Company cannot provide any assurance that the Exchange or any other transactions contemplated by the Exchange Agreement will be consummated.  The foregoing summary and description of the terms of the transaction contemplated under the Exchange Agreement contained herein is qualified in its entirety by reference to the complete agreement, a copy of which is filed as an exhibit to this report and incorporated herein by reference.