UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c)
of
the Securities Exchange Act of 1934
Check
the appropriate box:
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Preliminary
Information Statement
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Confidential,
for use of the Commission only (as permitted by Rule 14c-5(d)(2))
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Definitive
Information Statement
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EVERGREEN
INTERNATIONAL CORP.
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(Name
of Registrant As Specified In Its Charter)
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Payment
of Filing Fee (Check the appropriate box):
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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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Title
of each class of securities to which transaction applies:
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Aggregate
number of securities to which transaction applies:
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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4)
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Proposed
maximum aggregate value of transaction:
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Total
fee paid:
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Fee
paid previously with preliminary materials.
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date
of its filing.
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1)
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Amount
Previously Paid:
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Form,
Schedule or Registration Statement No:
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EVERGREEN
INTERNATIONAL CORP.
6F
Fazhan Building
No.
658, Chaoyang Street, Jingxiu District
Baoding
City, Hebei, China
NOTICE
OF ACTION BY WRITTEN CONSENT OF HOLDERS OF
A
MAJORITY OF THE OUTSTANDING VOTING STOCK OF EVERGREEN INTERNATIONAL CORP.
This
notice and accompanying Information Statement are furnished to the holders of shares of the common stock, par value $0.001 per
share (“Common Stock”), of Evergreen International Corp., a Delaware corporation (“we,” “us,”
“our” or the “Company”), pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and Regulation 14C and Schedule 14C thereunder, in connection with the approval of the actions described
below.
On
October 22, 2020, the Board and the Majority Stockholder took action by written consent to approve an amendment (the “Amendment”,
a form of which is attached hereto as Exhibit A) to the Company’s Articles of Incorporation to change its corporate
name to “Liaoning Shuiyun Qinghe Rice Industry Co., Ltd.” (the “Name Change”) and to change the ticker
symbol of the Common Stock to “SYQH” (the “Symbol Change”).
Stockholders
of record at the close of business on October 22, 2020 are entitled to notice of this stockholder action by written consent. Because
this action has been approved by the holder of the required majority of the voting power of our voting stock, no proxies were
or are being solicited. The Name Change and the Symbol Change will not be effected until at least 20 calendar days after the mailing
of the Information Statement accompanying this Notice. We anticipate that the Name Change and the Symbol Change will become effective
on or about December 15, 2020.
Attached
hereto for your review is an Information Statement relating to the Name Change and the Symbol Change. Please read this Information
Statement carefully. It describes the essential terms of the actions to be taken. Additional information about the Company is
contained in its reports filed with or furnished to the Securities and Exchange Commission (the “SEC”). These reports,
their accompanying exhibits and other documents filed with the SEC may be inspected without charge at the Public Reference Section
of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Copies of such material may also be obtained from the SEC at prescribed
rates. The SEC also maintains a website that contains reports, proxy and information statements and other information regarding
public companies that file reports with the SEC. Copies of these reports may be obtained on the SEC’s website at www.sec.gov.
WE
ARE NOT ASKING YOU FOR A CONSENT OR PROXY AND YOU ARE REQUESTED NOT TO SEND US A CONSENT OR PROXY. THIS IS NOT A NOTICE OF A MEETING
OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN. THIS INFORMATION STATEMENT
IS BEING FURNISHED TO YOU SOLELY FOR THE PURPOSE OF INFORMING YOU OF THE MATTERS DESCRIBED HEREIN.
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By
Order of the Board of Directors,
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November
24, 2020
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/s/
Jianguo Wei
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Jianguo
Wei
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President,
CEO, CFO and Director
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EVERGREEN
INTERNATIONAL CORP.
6F
Fazhan Building
No.
658, Chaoyang Street, Jingxiu District
Baoding
City, Hebei, China
INFORMATION
STATEMENT
WE
ARE NOT ASKING YOU FOR A CONSENT OR PROXY AND YOU
ARE
REQUESTED NOT TO SEND US A CONSENT OR PROXY.
INTRODUCTION
Pursuant to Section
14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulation 14C promulgated thereunder,
the notice and this information statement (this “Information Statement”) will be sent or given on or about November
25, 2020, to the stockholders of record, as of October 22, 2020 (the “Record Date”), of EVERGREEN INTERNATIONAL CORP.,
a Delaware corporation (hereinafter referred to as “we,” “us,” “our,” or the “Company”).
This Information Statement is being circulated to advise stockholders of certain actions already approved and taken without a meeting
by written consent of a stockholder who holds a majority of the voting power of our voting stock.
On
October 22, 2020, the Board of Directors of the Company (the “Board’) and majority stockholder (the “Consenting
Stockholder”) holding an aggregate of 7,258,850 shares of the common stock, par value $0.001 per share (“Common Stock”),
of the Company issued and outstanding as of October 22, 2020, have approved and consented in writing to the following actions:
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The
approval of an amendment (the “Amendment”, a form of which is attached hereto as Exhibit A) to the
Company’s Articles of Incorporation to change its corporate name to “Liaoning Shuiyun Qinghe Rice Industry Co., Ltd”
(the “Name Change”) and to change the ticker symbol of the Common Stock to “SYQH” (the “Symbol Change”).
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Such
approval and consent constitute the approval and consent of a majority of the total number of shares of outstanding Common Stock
and are sufficient under the Delaware Revised Statutes (“NRS”) and our Articles of Incorporation and Bylaws to approve
the actions. Accordingly, the actions will not be submitted to the other stockholders of the Company for a vote, and this Information
Statement is being furnished to stockholders to provide them with certain information concerning the action in accordance with
the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the regulations promulgated
thereunder, including Regulation 14C.
Pursuant
to Rule 14c-2 promulgated under the Exchange Act, the Name Change and the Symbol Change will not be effective until at least 20
calendar days after the mailing of this Information Statement to our stockholders and approval of the Financial Industry Regulatory
Authority (FINRA) as discussed below.
Our
Common Stock is currently listed on the OTC Markets, and pursuant to Rule 10b-17 of the Securities Exchange Act of 1934, the Name
Change and the Symbol Change will require FINRA’s approval in order for it to be recognized for trading purposes. Furthermore,
the Name Change and the Symbol Change will result in a change in the CUSIP number of our Common Stock. We will provide definitive
information on our FINRA approval and new CUSIP number in a Current Report on Form 8-K to be filed with the Securities and Exchange
Commission within four business days upon the effectiveness of such Name Change and the Symbol Change.
ACTIONS
BY BOARD OF DIRECTORS AND CONSENTING STOCKHOLDER
On
October 22, 2020, the Board unanimously approved the Name Change and the Symbol Change. Subsequent to the Board’s approval
of the Name Change and the Symbol Change, the Consenting Stockholder approved the Name Change and the Symbol Change. The Consenting
Stockholder and its approximate ownership percentage of our voting stock as of October 22, 2020, which total in the aggregate
a majority of the voting rights under our Bylaws, was as follows:
Name of Beneficial Holder
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Shares
Beneficially
Held
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Percent
of
Total Shares
Outstanding(1)
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Tan Ying Lok
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7,258,850
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98.8
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%
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Total
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7,258,850
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98.8
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%
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(1)
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Calculated
based on the 7,350,540 shares of Common Stock issued and outstanding as of October 22, 2020.
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PROPOSALS
BY SECURITY HOLDERS
The
Board knows of no other matters or proposals other than the actions described in this Information Statement which have been approved
or considered by the holder of a majority of the shares of the Company’s Common Stock.
DISSENTERS’
RIGHTS
There
are no rights of appraisal or similar rights of dissenters with respect to any matter described in this Information Statement.
RECORD
DATE AND VOTING SECURITIES
Only
stockholders of record at the close of business on the Record Date are entitled to notice of the information disclosed in this
Information Statement. As of the Record Date, our authorized securities consist of 10,000,000 shares of Common Stock with a par
value of $0.001 per share and 1,000,000 shares of preferred stock with a par value of $0.001 per share. As of the Record Date,
there were 7,350,540 shares of Common Stock issued and outstanding. Each share of Common Stock is entitled to one vote per share.
As of the Record Date, there no preferred stock issued and outstanding.
EXPENSES
The
costs of preparing, printing and mailing this Information Statement will be borne by the Company.
THIS
IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED
HEREIN. THIS INFORMATION STATEMENT IS BEING FURNISHED TO YOU SOLELY FOR THE PURPOSE OF INFORMING YOU OF THE MATTERS DESCRIBED
HEREIN.
STOCKHOLDERS’
RIGHTS
The
elimination of the need for a special meeting of the stockholders to approve the actions described in this Information Statement
is authorized by DGCL provides that any action required or permitted to be taken at a meeting of stockholders of a corporation
may be taken without a meeting, before or after the action, if a written consent thereto is signed by the stockholders holding
at least a majority of the voting power. In order to eliminate the costs and management time involved in holding a special meeting
and in order to effect the action disclosed herein as quickly as possible in order to accomplish the purposes of our Company,
we chose to obtain the written consent of a majority of our voting power to approve the action described in this Information Statement.
CORPORATE
ACTION – CHANGE OF CORPORATE NAME AND TICKER SYMBOL
General
On
October 22, 2020, the Board and the Consenting Stockholder approved the Name Change, which changes the Company’s name to
“Liaoning Shuiyun Qinghe Rice Industry Co., Ltd”, and the Symbol Change, which changes the ticker symbol of the Common
Stock to “SYQH”.
Purpose
of the Name Change and the Symbol Change
The
purpose of the Name Change and Symbol Change is part of our rebranding and marketing efforts focused on the products and services
that we will be providing.
Potential
Effects of Proposed Name Change and the Symbol Change
The
Name Change and Symbol Change will affect all holders of our Common Stock uniformly. The Name Change and Symbol Change is not
intended to, and will not, affect any stockholder’s percentage ownership interest in our Company.
The
Name Change and Symbol Change will not change the terms of our Common Stock. After the Name Change and Symbol Change, the shares
of our Common Stock will have the same voting rights and rights to dividends and distributions and will be identical in all other
respects to our Common Stock now authorized. Our Common Stock will remain fully paid and non-assessable. In addition, we plan
to the change CUSIP number of our Common Stock as a result of the Name Change and Symbol Change. Stockholders will not be requested
to surrender for exchange any stock certificates they hold. On and after the effective date of the Name Change and Symbol Change,
the stock certificates representing the pre-Amendment shares will continue to be valid. Following the effective date of the Amendment,
newly issued stock certificates will bear the Company’s new name, but this will not affect the validity of stock certificates
already outstanding.
Vote
Required
Pursuant
to DGCL, the approval of the corporate name change required a majority of the Company’s outstanding voting stock. As discussed
above, the holder of a majority of the Company’s Common Stock has consented to Name Change.
INTEREST
OF CERTAIN PERSONS IN OR OPPOSITION TO MATTER TO BE ACTED UPON
None
of the following persons has any substantial interest, direct or indirect, by security holdings or otherwise in any matter to
be acted upon:
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Any
director or officer of our Company,
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Any
proposed nominee for election as a director of our Company, and
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Any
associate or affiliate of any of the foregoing persons.
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The
stockholdings of our directors and officers are listed below in the section entitled “Security Ownership of Certain Beneficial
Owners and Management.” No director has advised us that he intends to oppose, the Name Change and the Symbol Change.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information regarding the beneficial ownership of our voting stock as of October 22, 2020 by
the following persons:
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Each
person known by the Company to beneficially own more than 5% of the Company’s outstanding Common Stock;
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Each
of the named executive officers (as defined in Item 402 of Regulation S-K);
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Each
of our directors, and
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All
of the Company’s executive officers and directors as a group.
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Beneficial
ownership is determined in accordance with the rules and regulations of the SEC. The number of shares and the percentage beneficially
owned by each individual listed above include shares that are subject to options held by that individual that are immediately
exercisable or exercisable within 60 days from October 22, 2020, and the number of shares and the percentage beneficially owned
by all officers and directors as a group includes shares subject to options held by all officers and directors as a group that
are immediately exercisable or exercisable within 60 days from October 22, 2020.
Name and Address of Beneficial Owner
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Amount and
Nature of
Beneficial
Ownership
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Percent of
Class(1)
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Tan Ying Lok
No 512 Jalan Meranti Pandamaran Pelabuhan
Selangor, Malaysia 42000
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7,258,850
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98.8
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%
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(1)
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Calculated
on the basis of 7,258,850 issued and outstanding shares of Common Stock as of October 22, 2020. Each share of Common Stock entitles
the holder to one vote on all matters submitted to a vote of the Company’s stockholders.
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Jianguo Wei, the Company’s CEO, CFO and Director, has the
option to purchase the 7,258,850 shares of Common Stock owned by Tan Ying Lok for an aggregate consideration of $2,000, at any
time on or prior to June 22 2023, pursuant to that certain call option agreement entered into between the parties, dated June 22,
2018.
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Changes
in Control
We
are unaware of any contract of other arrangement the operation of which may at a subsequent date result in a change of control
of our Company.
ADDITIONAL
INFORMATION
We
are subject to the disclosure requirements of the Exchange Act, and in accordance therewith, file reports, information statements
and other information, including annual and quarterly reports on Form 10-K and 10-Q, respectively, with the SEC. Reports and other
information filed by us can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street,
N.E., Washington DC 20549. Copies of such material can also be obtained upon written request addressed to the SEC, Public Reference
Section, 100 F Street, N.E., Washington DC 20549 at prescribed rates. In addition, the SEC maintains a website (http://www.sec.gov)
that contains reports, information statements and other information regarding issuers that file electronically with the SEC through
the EDGAR system. You may request a copy of documents filed with or furnished to the SEC by us, at no cost, by writing to EVERGREEN
INTERNATIONAL CORP., 6F Fazhan Building, No. 658, Chaoyang Street, Jingxiu District, Baoding City, Hebei, China, Attn: Jianguo
Wei, Chief Executive Officer, or by telephoning the Company at ++86-23-89066682.
DELIVERY
OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
If
hard copies of the materials are requested, we will send only one Information Statement and other corporate mailings to stockholders
who share a single address unless we received contrary instructions from any stockholder at that address. This practice, known
as “householding,” is designed to reduce our printing and postage costs. However, the Company will deliver promptly
upon written or oral request a separate copy of the Information Statement to a stockholder at a shared address to which a single
copy of the Information Statement was delivered. You may make such a written or oral request by (a) sending a written notification
stating (i) your name, (ii) your shared address and (iii) the address to which the Company should direct the additional copy of
the Information Statement, to EVERGREEN INTERNATIONAL CORP., 6F Fazhan Building, No. 658, Chaoyang Street, Jingxiu District, Baoding
City, Hebei, China, Attn: Jianguo Wei, Chief Executive Officer, or by telephoning the Company at ++86-23-89066682.
If
multiple stockholders sharing an address have received one copy of this Information Statement or any other corporate mailing and
would prefer the Company to mail each stockholder a separate copy of future mailings, you may mail notification to, or call the
Company at, its principal executive offices. Additionally, if current stockholders with a shared address received multiple copies
of this Information Statement or other corporate mailings and would prefer the Company to mail one copy of future mailings to
stockholders at the shared address, notification of such request may also be made by mail or telephone to the Company’s
principal executive offices.
NO
ADDITIONAL ACTION IS REQUIRED BY OUR STOCKHOLDERS IN CONNECTION WITH THESE ACTIONS. HOWEVER, SECTION 14C OF THE EXCHANGE ACT REQUIRES
THE MAILING TO OUR STOCKHOLDERS OF THE INFORMATION SET FORTH IN THIS INFORMATION STATEMENT AT LEAST 20 DAYS PRIOR TO THE EARLIEST
DATE ON WHICH THE CORPORATE ACTION MAY BE TAKEN.
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EVERGREEN
INTERNATIONAL CORP.
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November
24, 2020
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/s/
Jianguo Wei
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Jianguo
Wei
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Chief
Executive Officer
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Exhibit
A
State
of Delaware
Certificate
of Amendment
Of
Certificate of Incorporation
The
corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:
FIRST:
That at a meeting of the Board of Directors of Evergreen International Corp. resolutions were
duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment
to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting
forth the proposed amendment is as follows:
RESOLVED,
that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “1”
so that, as amended, said Article shall be and read as follows: FIRST: The name of the Corporation is Liaoning Shuiyun Qinghe
Rice Industry Co., Ltd.
SECOND:
That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was
duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which
meeting the necessary number of shares as required by statute were voted in favor of the amendment.
THIRD:
That said amendment was duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.
FOURTH:
That said amendment shall be effective on December 15, 2020.
IN
WITNESS WHEREOF, said corporation has caused this certificate to be signed this 22nd
day of October, 2020.
By:
Jianguo, Wei, Authorized Officer
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Title:
President
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Name:
Jianguo Wei
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A-1