Exhibit 10.1


 


TECHNOVATIVE GROUP,
INC.


(F/K/A
HORIZON ENERGY, INC.)


 


Investor Package


 


This Investor Package contains the documents
listed below in connection with an offering by Technovative Group, Inc., a Wyoming corporation (the “Company”),
of common stock, par value $.001 per share (“Common Stock”) for gross proceeds of up to $10,000,000 or such other amount
as may be determined by the Company’s board of directors.


 


Subscription Agreement; Schedules & Exhibits


Disclosure Schedules


 


Please deliver your investment amount
via wire or check payable to the Company’s account as attached herein as follows:


 


Bank’s Name and Address:


Account #: 


ABA Routing #: 


SWIFT: 


Account Title: 


 


A signature page package containing
segregated signature pages for each of the following documents: (i) the Subscription Agreement together with the Exhibits and Schedules
thereto (collectively, the “Transaction Documents”) has been provided in a separate Adobe PDF file for your
convenience.


 





 


Technovative Group, Inc.


 






     

     


    

 


TECHNOVATIVE
GROUP, INC.


(F/K/A
HORIZON ENERGY, INC.)


 


SUBSCRIPTION AGREEMENT


 


September 2, 2015


 


Mr. Lee Chan Yue


CEO


Technovative Group, Inc.


Rm 1512, Silvercord Tower 2


30 Nathan Road


TST


 


This Subscription
Agreement (this “Agreement”) is dated as of September 2, 2015 by and between Technovative Group Inc., a Wyoming
corporation, and all predecessors thereof (the “Company”), and the investor
identified on the signature pages hereto (the “Investor”).The undersigned investor hereby irrevocably subscribes
for and agrees to purchase the number of shares (the “Shares”) of the Company’s common stock, par value
$.001 per share (“Common Stock”), set forth on the signature page hereto from Technovative Group, Inc., a Wyoming
corporation (the “Company”) for the purchase price of $0.85 per share in connection with the Company’s
offering of $10,000,000 (the “Investment Amount) in Common Stock.


 


This Subscription
Agreement together with the Exhibits and Schedules thereto constitutes the “Offering Documents.”


 


NOW THEREFORE,
in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt
and adequacy of which are hereby acknowledged, the Company and the Investor hereby agree as follows:


 


  1.
DEFINITIONS


 



1.1.       
Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms
shall have the meanings indicated in this Section 1.1:


 


“Action”
means any action, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or
investigation pending or threatened in writing against or affecting the Company, any subsidiary or any of their respective properties
before or by any court, arbitrator, governmental or administrative agency, regulatory or self-regulatory authority (federal, state,
county, local or foreign), stock market, stock exchange or trading facility.


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under
common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 






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“Business
Day” means any day except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions
in the State of New York are authorized or required by law or other governmental action to close.


 


“Closing”
means the closing of the purchase and sale of the Securities pursuant to Article 2.


 


“Closing
Date” means the Trading Day on which all of the conditions set forth in Sections 5.1 and 5.2 hereof are satisfied, or
such other date as the parties may agree.


 


“Commission”
means the Securities and Exchange Commission.


 


“Common Stock”
means the common stock of the Company, par value $0.001 per share, and any securities into which such common stock may hereafter
be reclassified or for which it may be exchanged as a class.


 


“Company”
has the meaning set forth in the preamble to this Agreement.


 


“Company
Deliverables” has the meaning set forth in Section 2.2(a).


 


“Disclosure
Materials” has the meaning set forth in Section 3.2(d).


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“GAAP”
means U.S. generally accepted accounting principles.


 


“Investment
Amount” means shall have the definition set forth in the Recitals above.


 


“Investor
Deliverables” has the meaning set forth in Section 2.2(b).


 


“Lien”
means any lien, charge, encumbrance, security interest, pre-emptive right, right of first refusal, right of participation or
any other restrictions of any kind.


 


“Losses”
means any loss, liability, obligation, claim, contingency, damage, cost or expense, including all judgments, amounts paid in
settlements, court costs and reasonable attorneys’ fees and costs of investigation related thereto.


 


“Material
Adverse Effect” means any of (i) a material and adverse effect on the legality, validity or enforceability of any Transaction
Documents, (ii) a material and adverse effect on the results of operations, assets, properties, prospects, business or condition
(financial or otherwise) of the Company, or (iii) an adverse impairment to the Company’s ability to perform on a timely basis
its obligations under any Transaction Documents; provided however, that none of the following shall be deemed in and of
themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining
whether there has been or will be, a Material Adverse Effect: (i) any change, event, state of facts or development generally affecting
the general political, economic or business conditions of the United States; (ii) any change, event, state of facts or development
generally affecting the medical device industry; (iii) any change, event, state of facts or development arising from or relating
to compliance with the terms of this Agreement; (iv) acts of war (whether or not declared), the commencement, continuation or escalation
of a war, acts of armed hostility, sabotage or terrorism or other international or national calamity or any material worsening
of such conditions; (v) changes in laws or GAAP after date hereof or interpretation thereof; or (vi) any matter set forth
in the Transaction Documents or the Schedules or Exhibits thereto.


 






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“New York
Courts” means the state and federal courts sitting in the City of New York, Borough of Manhattan.


 


“Per Share
Purchase Price” shall mean $0.85 per share.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited
liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding,
such as a deposition), whether commenced or threatened.


 


“Rule 144”
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or
any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such rule.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Securities”
shall have the meaning as set forth in the recital of this Agreement.


 


“Short Sales”
include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange
Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements
(including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.


 


“Subsidiary”
of any Person means any “significant subsidiary” as defined in Rule 1-02(w) of the Regulation S-X promulgated by
the Commission under the Exchange Act of such Person.


 


“Trading
Day” means a day on which the principal Trading Market is open for trading.


 


“Trading
Market” any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the OTCQB Marketplace of OTC Markets Group Inc., the NYSE MKT, the New York Stock Exchange, the Nasdaq Capital Market,
the Nasdaq Global Market or the Nasdaq Global Select Market (or any successors to any of the foregoing).


 






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“Transaction
Documents” means this Agreement, the Warrant and any other documents or agreements executed in connection with the transactions
contemplated hereunder.


 


  2.
PURCHASE AND SALE


 


1.1.       
Purchase and Sale; Closing. The closing of the purchase and sale of the Securities for the Investment Amount (the “Closing”)
shall take place as soon as practicable following the satisfaction of the conditions to the Closing set forth herein (or such later
date as is mutually agreed to by the Company and the Investor) (the date of any such Closing is hereinafter referred to as a “Closing
Date”). The Closing shall take place at the offices of the Company at Room 2313-2315, Block B, Zhongshen Garden, Caitian
South Road, Futian District, Shenzhen, Guangdong Province, China 518101 on the Closing Date or at such other location or time as
the parties may agree.


 


1.2.       
Closing Deliveries.


 


(a)         The Company shall deliver or cause to be delivered to the Investor the following (the “Company Deliverables”):


 


(i)    
this Agreement, duly executed by the Company; and


 


(b)          
At the Closing, each Investor shall deliver or cause to be delivered the following to the Company (collectively, the “Investor
Deliverables”):


 


(i)    
this Agreement, duly executed by the Investor;


 


(ii)  
the Investment Amount and in immediately available funds, by wire transfer to the Company pursuant to the following wire instructions:


 


WIRING INSTRUCTIONS


 


Bank’s Name and Address:


Account #: 


Account Name: 


SWIFT: 


 


 3.
REPRESENTATIONS AND WARRANTIES


 



Representations and Warranties of the
Company. Except as set forth in the Disclosure Schedules attached hereto (the “Disclosure Schedules”), the Company
hereby represents and warrants to the Investor the following:


 


(a)  
Organization and Standing. The Company is duly incorporated and validly existing under the laws of the State of Wyoming, and has
all requisite corporate power and authority to own or lease its properties and assets and to conduct its business as it is presently
being conducted. The Company does not own any equity interest, directly or indirectly, in any other Person or business enterprise.
The Company is in good standing in the State of Wyoming and is qualified to do business and is in good standing in each jurisdiction
in which the failure to so qualify could reasonably be expected to have a Material Adverse Effect upon its assets, properties,
financial condition, results of operations or business. Except as provided in Schedule 3.1(a) attached herein, the Company
does not own or control any subsidiaries as of the date of this Agreement.


 






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(b)  
Authorization; Enforcement. The Company has full corporate power and authority to execute and deliver this Agreement, and any documents
and instruments related to or contemplated by each of the Transaction Documents to which it is or will be a party and to perform
its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and
delivery by the Company of each of the Transaction Documents and the performance by the Company of its obligations thereunder,
have been duly and validly authorized by the Board of Directors, no other corporate action on the part of the Company or its stockholders
being necessary. Each of the Transaction Documents has been or will be duly and validly executed and delivered by the Company,
and constitutes, or will constitute a legal, valid and binding obligation of the Company enforceable against the Company in accordance
with their respective terms except as enforceability may be limited by bankruptcy, insolvency and other laws of general application
affecting the enforcement of creditors’ rights and except that any granting of equitable relief is in the discretion of the
court.


 


(c)  
No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company
of the transactions contemplated thereby do not and will not (i) conflict with or violate any provision of the Company’s
certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute
a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit
facility, debt or other instrument or other understanding to which the Company is a party or by which any property or asset of
the Company is bound or affected, or (iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree
or other restriction of any court or governmental authority to which the Company is subject (including United States federal and
state securities laws and regulations), or by which any property or asset of the Company is bound or affected; except in the case
of each of clauses (ii) and (iii), such as could not, individually or in the aggregate, have or reasonably be expected to result
in a Material Adverse Effect.


 


(d) 
Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization, approval or order of,
give any notice to, or make any filing or registration with, any federal, provincial, state, local or other governmental authority
or any other Person in connection with the execution, delivery and performance by the Company to the extent a party thereto of
the Transaction Documents, other than (i) filings required by state securities laws, (ii) the filing of a Notice of Sale of Securities
on Form D with the Commission under Regulation D of the Securities Act, (iii) filings, consents and approvals required by the rules
and regulations of the applicable Trading Market and (iv) those that have been made or obtained prior to the date of this Agreement.


 






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(e)  
Issuance of the Securities. The Securities have been duly authorized and, when issued and paid for in accordance with the Transaction
Documents, will be duly and validly issued, fully paid and non-assessable, free and clear of any and all Liens. Fot the issuance
of the Securities, the Company has reserved from its duly authorized capital stock the number shares of Common Stock representing
the Securities that are issuable pursuant to this Agreement.


 


(f)   
Capitalization. The number of shares of all authorized, issued and outstanding capital stock of the Company are specified in Schedule
3.1(f). No securities of the Company are entitled to preemptive or similar rights, and no Person has any right of first refusal,
preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction
Documents. Except as set forth on Schedule 3.1(f), there are no outstanding options, warrants, scrip rights to subscribe
to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable
for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings
or arrangements by which the Company is or may become bound to issue additional shares of Common Stock, or securities or rights
convertible or exchangeable into shares of Common Stock. The issue and sale of the Securities hereunder will not, immediately or
with the passage of time, obligate the Company to issue shares of Common Stock or other securities to any Person (other than the
Investors) and will not result in a right of any holder of the Company’s securities to adjust the exercise, conversion, exchange
or reset price under such securities.


 


(g) Litigation.
There is no Action which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction
Documents or the Securities or (ii) could, if there were an unfavorable decision, individually or in the aggregate, have or reasonably
be expected to result in a Material Adverse Effect.


 


The Investor hereby
acknowledges and agrees that the Company does not make and has not made any representations or warranties with respect to the
transactions contemplated hereby other than those specifically set forth in this Section 3.1.


 


Representations
and Warranties of the Investors. The Investor hereby, for itself and for no other Investor, represents and warrants to the Company
as follows:


 


(a)  
Organization; Authority. The Investor is an entity duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization with the requisite corporate or partnership power and authority to enter into and to consummate
the transactions contemplated by the applicable Transaction Documents and otherwise to carry out its obligations thereunder. The
execution, delivery and performance by the Investor of the transactions contemplated by this Agreement has been duly authorized
by all necessary corporate or, if the Investor is not a corporation, such partnership, limited liability company or other applicable
like action, on the part of such Investor. Each of this Agreement and other Transaction Documents has been duly executed by the
Investor, and when delivered by such Investor in accordance with the terms hereof, will constitute the valid and legally binding
obligation of such Investor, enforceable against it in accordance with its terms, except as such enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally
the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.


 






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(b)  
Investment Intent. Such Investor is acquiring the Securities as principal for its own account for investment purposes only and
not with a view to or for distributing or reselling such Securities or any part thereof, without prejudice, however, to such Investor’s
right at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable federal and
state securities laws. Subject to the immediately preceding sentence, nothing contained herein shall be deemed a representation
or warranty by such Investor to hold the Securities for any period of time. Such Investor is acquiring the Securities hereunder
in the ordinary course of its business. Such Investor does not have any agreement or understanding, directly or indirectly, with
any Person to distribute any of the Securities.


 


(c)  
Investor Status.


 


(i)    
The Investor agrees and acknowledges that it was not, a “U.S. Person” (as defined below) at the time the Investor was
offered the Securities and as of the date hereof:


 


(A) any natural person resident
in the United States;


 


(B) any partnership or corporation
organized or incorporated under the laws of the United States;


 


(C) any estate of which
any executor or administrator is a U.S. person;


 


(D) any trust of which any
trustee is a U.S. person;


 


(E) any agency or branch
of a foreign entity located in the United States;


 


(F) any non-discretionary
account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a
U.S. person;


 


(G) any discretionary account
or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual)
resident of the United States; and


 


(H) any partnership or corporation
if (i) organized or incorporated under the laws of any foreign jurisdiction and (ii) formed by a U.S. person principally for the
purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned,
by accredited Investors (as defined in Rule 501(a) of Regulation D promulgated under the Securities Act) who are not natural persons,
estates or trusts.


 






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“United States”
or “U.S.” means the United States of America, its territories and possessions, any State of the United States,
and the District of Columbia.


  


(ii)  
The Investor understands that no action has been or will be taken in any jurisdiction by the Company that would permit a public
offering of the Securities in any country or jurisdiction where action for that purpose is required.


 


(iii)
The Investor (i) as of the execution date of this Agreement is not located within the United States, and (ii) is not purchasing
the Securities for the account or benefit of any U.S. Person, except in accordance with one or more available exemptions from the
registration requirements of the Securities Act or in a transaction not subject thereto.


 


(iv)
The Investor will not resell the Securitiess except in accordance with the provisions of Regulation S (Rule 901 through 905 and
Preliminary Notes thereto), pursuant to a registration statement under the Securities Act, or pursuant to an available exemption
from registration; and agrees not to engage in hedging transactions with regard to such securities unless in compliance with the
Securities Act.


 


(v)  
The Investor will not engage in hedging transactions with regard to shares of the Company prior to the expiration of the distribution
compliance period specified in Category 2 or 3 (paragraph (b)(2) or (b)(3)) in Rule 903 of Regulation S, as applicable, unless
in compliance with the Securities Act; and as applicable, shall include statements to the effect that the securities have not been
registered under the Securities Act and may not be offered or sold in the United States or to U.S. persons (other than distributors)
unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities
Act is available.


 


(vi)
No form of “directed selling efforts” (as defined in Rule 902 of Regulation S under the Securities Act), general solicitation
or general advertising in violation of the Securities Act has been or will be used nor will any offers by means of any directed
selling efforts in the United States be made by the Investor or any of their representatives in connection with the offer and sale
of the Securities.


 


(d) 
Access to Information. The Investor acknowledges that it has reviewed the disclosure materials provided by the Company and has
been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives
of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the
Securities; (ii) access to information about the Company and its respective financial condition, results of operations, business,
properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such
additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make
an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by
or on behalf of such Investor or its representatives or counsel shall modify, amend or affect such Investor’s right to rely
on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained
in the Transaction Documents.


 






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(e)    The Investor understands that the offering of the Securities has not been registered under the Securities Act, in reliance on an
exemption for private offerings provided pursuant to Section 4(2) of the Securities Act and that, as a result, the Securities will
be “restricted securities” as that term is defined in Rule 144 under the Securities Act. UNTIL ONE YEAR AFTER THE COMPANY
FILES “Form 10” information with the commission and the other provisins of
rule 144 are satisfied, RULE 144 WILL BE UNAVAILABLE AND THE SECURITIES MAY NOT BE SOLD OTHER THAN IN A PRIVATE TRANSACTION.
Once Rule 144 is available, the Securities must be held for the time period required by Rule 144 (or indefinitely if the Investor
is deemed an “affiliate” within the meaning of such rule) unless the Securities is subsequently registered under the
Securities Act and qualified under any other applicable securities law or exemptions from such registration and qualification are
available. The Investor understands that the Company is under no obligation to register the Securities under the Securities Act
or to register or qualify the Securities under any other applicable securities law, or to comply with any other exemption under
the Securities Act or any other securities law, and that the Investor has no right to require such registration. The Investor understands
that the Company has no present intention to register any of the Securities for re-sale by Investor. The Investor further understands
that the Offering of the Securities has not been qualified or registered under any foreign or state securities laws in reliance
upon the representations made and information furnished by the Investor herein and any other documents delivered by the Investor
in connection with this subscription; that the Offering has not been reviewed by the Commission or by any foreign or state securities
authorities; that the Investor’s rights to transfer the Securities will be restricted, which includes restrictions against
transfers unless the transfer is not in violation of the Securities Act and applicable state securities laws (including investor
suitability standards); and that the Company may in its sole discretion require the Investor to provide at Investor’s own
expense an opinion of its counsel to the effect that any proposed transfer is not in violation of the Securities Act or any state
securities laws.


 


(f)   
Independent Investment Decision. The Investor has independently evaluated the merits of its decision to purchase the Securities
pursuant to the Transaction Documents, and such Investor confirms that it has not relied on the advice of any other Investor’s
business and/or legal counsel in making such decision. The Investor has not relied on the business or legal advice of the Company
or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons
has made any representations or warranties to such Investor in connection with the transactions contemplated by the Transaction
Documents.


 


(g)  
Trading Activities. Neither the Investor nor its Affiliates has an open short position in the Company’s Common Stock, and
the Investor agrees that it shall not, and it will cause its Affiliates not to, engage in any Short Sales of or hedging transactions
with respect to the Company’s Common Stock.


 






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The Company acknowledges
and agrees that no Investor has made or makes any representations or warranties with respect to the transactions contemplated hereby
other than those specifically set forth in this Section 3.2.


 


  4. OTHER
AGREEMENTS OF THE PARTIES


 



Securities may only
be disposed of in compliance with U.S. state and federal securities laws. In connection with any transfer of the Securities other
than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor or in connection with a pledge
as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel
selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect
that such transfer does not require registration of such transferred Securities under the Securities Act.


 


(a)  
Certificates evidencing the Securities will contain the following legend:


 


THESE SECURITIES HAVE NOT BEEN REGISTERED
WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION
FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF
WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. NOTWITHSTANDING THE FOREGOING, THESE SECURITIES MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.


 


Integration. The Company shall not,
and shall use its best efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy
or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with
the offer or sale of the Securities in a manner that would require the registration under the
Securities Act of the sale of the Securities to the Investors, or that would be integrated
with the offer or sale of the Securities for purposes of the rules and regulations of any Trading
Market in a manner that would require stockholder approval of the sale of the Securities to
the Investors.


 






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Use of Proceeds. The Company will use
the net proceeds from the sale of the Securities hereunder for working capital purposes and such other purposes as set forth on
Schedule 4.6 hereto.


 


1.1. 
Further Assurances. The Company shall use its reasonable best efforts to satisfy all of the closing conditions under Section 5.1,
and will not take any action which could frustrate or delay the satisfaction of such conditions. In addition, either prior to or
following the Closing, the Company signatory hereto will perform, or cause to be done and performed, all such further acts and
things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may
reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions
contemplated hereby.


 


5. CONDITIONS
PRECEDENT TO CLOSING


 


Conditions Precedent to the Obligations
of the Investors to Purchase Securities. The obligation of the Investor to acquire Securities at the Closing is subject to
the satisfaction or waiver by the Investor, at or before the Closing, of each of the following conditions:


 


(a)  
Representations and Warranties. The representations and warranties of the Company contained herein shall be true and correct in
all material respects as of the date when made and as of the Closing as though made on and as of such date;


 


(b)  
Performance. The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and
conditions required by the Transaction Documents to be performed, satisfied or complied with by it at or prior to the Closing;


 


(c)  
No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions
contemplated by the Transaction Documents;


 


(d) 
Adverse Changes. Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably
could have or result in a Material Adverse Effect or a material adverse change with respect to the Company; and


 


(e)  
Company Deliverables. The Company shall have delivered the Company Deliverables in accordance with Section 2.2(a).


 






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Conditions Precedent to the Obligations
of the Company to Sell Securities. The obligation of the Company to sell Securities at the Closing is subject to the satisfaction
or waiver by the Company, at or before the Closing, of each of the following conditions:


 


(a)  
Representations and Warranties. The representations and warranties of the Investor contained herein shall be true and correct in
all material respects as of the date when made and as of the Closing Date as though made on and as of such date;


 


(b)  
Performance. The Investor shall have performed, satisfied and complied in all material respects with all covenants, agreements
and conditions required by the Transaction Documents to be performed, satisfied or complied with by such Investor at or prior to
the Closing;


 


(c)  
No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions
contemplated by the Transaction Documents; and


 


(d) 
Investors Deliverables. The Investor shall have delivered the Investor Deliverables in accordance with Section 2.2(b).


 


6.
MISCELLANEOUS


 



Entire Agreement. The Transaction Documents,
together with the Exhibits and Schedules thereto, contain the entire understanding of the parties with respect to the subject matter
hereof and supersede all prior agreements, understandings, discussions and representations, oral or written, with respect to such
matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.


 


Notices. Any and all notices or other
communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective
on the earliest of (a) the date of transmission, if such notice or communication is delivered via facsimile (provided the sender
receives a machine-generated confirmation of successful transmission) at the facsimile number specified in this Section prior to
6:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile number specified in this Section on a day that is not a Trading Day or later than 6:30
p.m. (New York City time) on any Trading Day, or (c) upon actual receipt by the party to whom such notice is required to be given,
if sent by any means other than facsimile transmission. The address for such notices and communications shall be as follows:


 


	 	If to the Company:	 	
        Technovative Group, Inc.

        Rm 1512, Silvercord Tower 2

        30 Nathan Road

        TST

        Attn: Mr.Lee Chan Yue

	 	 	 	 
	 	With a copy to:	 	
        Ofsink, LLC

        230 Park Ave, Suite 851

        New York, NY 10169

        Facsimile: 646-224-9844

        Attn.: Darren Ofsink, Esq.

	 	 	 	 
	 	If to an Investor:	 	To the address set forth under such Investor’s name on the signature pages hereof; 


 


or such other address as may be designated
in writing hereafter, in the same manner, by such Person.


 






    	 	13	 



     

    




 


Amendments; Waivers; No Additional Consideration.
No provision of this Agreement may be waived or amended except in a written instrument signed by the Company and the Investor.
No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing
waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof,
nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right.
No consideration shall be offered or paid to the Investor to amend or consent to a waiver or modification of any provision of any
Transaction Document unless the same consideration is also offered to all Investors who then hold Securities.


 


Construction. The headings herein are
for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions
hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent,
and no rules of strict construction will be applied against any party. This Agreement shall be construed as if drafted jointly
by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship
of any provisions of this Agreement or any of the Transaction Documents.


 


Successors and Assigns. This Agreement
shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Company may not assign
this Agreement or any rights or obligations hereunder without the prior written consent of the Investors. The Investor may assign
any or all of its rights under this Agreement to any Person to whom such Investor assigns or transfers any Securities, provided
such transferee agrees in writing to be bound, with respect to the transferred Securities, by the provisions hereof that apply
to the “Investors.” Notwithstanding anything to the contrary herein, for the avoidance of doubt, each Investor may
freely transfer any Securities to any Person (including its Affiliates or any investment fund sponsored or advised by such Investor)
without the consent of any of the Company or any other Investor.


 


No Third-Party Beneficiaries. This Agreement
is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit
of, nor may any provision hereof be enforced by, any other Person.


 


Governing Law. This Agreement shall
be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation
and performance of this Agreement shall be governed by, the internal laws of the State of California, without giving effect to
any choice of law or conflict of law provision or rule (whether of the State of California or any other jurisdictions) that would
cause the application of the laws of any jurisdictions other than the State of New York. Each of the parties hereto hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in New York, New York for the adjudication of any
dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction
of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action
or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner
permitted by law. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or
rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified
to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not
affect the validity or enforceability of any other provision of this Agreement.


 






    	 	14	 



     

    

 


Survival. The representations, warranties,
agreements and covenants contained herein shall survive the Closing and the delivery of the Securities.


 


Execution. This Agreement may be executed
in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not
sign the same counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create
a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect
as if such facsimile signature page were an original thereof.


 


Severability. If any provision of this
Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions
of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable
provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Agreement.


 


Replacement of Securities.
If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed,
the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof, or in lieu of and
substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company
of such loss, theft or destruction and customary and reasonable indemnity, if requested. The applicants for a new certificate or
instrument under such circumstances shall also pay any reasonable third-party costs associated with the issuance of such replacement
Securities. If a replacement certificate or instrument evidencing any Securities
is requested due to a mutilation thereof, the Company may require delivery of such mutilated certificate or instrument as a condition
precedent to any issuance of a replacement.



Language and Copies of Agreement. This Agreement shall be executed in English and Chinese in duplicate, and in case of any conflict
the English version shall prevail. Each of the original English and Chinese versions of this Agreement shall be executed in 2 duplicate
copies. Each party shall hold two originals of each version.


 






    	 	15	 



     

    

 


[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK

SIGNATURE PAGES FOLLOW]


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	16	 



     

    

 


 


 


IN WITNESS WHEREOF,
the parties hereto have caused this Subscription Agreement to be duly executed by their respective authorized signatories as of
date first written above.


 


	 	Technovative
    Group, Inc.
	 	 
	 	By:	 
	 	 	Name: Lee
    Chan Yue
	 	 	Title: President
    and CEO




 






    	 	17	 



     

    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Subscription Agreement to be duly executed by their respective authorized signatories as the
date set forth above.


 





	 	INVESTOR
	 	 	 
	 	Signature:	 
	 	    Name:	 
	 	    Title:	 
	 	Investment Amount:   $_____________
	 	 	 
	 	If
    not a U.S. Person, country of incorporation or citizenship: _____________
	 	 	 
	 	ADDRESS
    FOR NOTICE
	 	 
	 	 
	 	 
	 	 	 
	 	Attention:  	 
	 	Tel:	 
	 	Fax:	 
	 	Email:  	 
	 	 	 
	 	 	 
	 	MAILING
    ADDRESS
	 	(if
    different from above)
	 	 
	 	 
	 	 	 
	 	 	 
	 	Attention:	 
	 	Tel:	 
	 	Email:  	 




 






    	 	18	 



     

    

 


DISCLOSURE SCHEDULES


 


Schedule 3.1(a)


 


Subsidiaries


 


As of the date of this Agreement herein, the Company has
the following subsidiaries:


 


	Name	 	Jurisdiction	 	
        Equity Owners and Percentage
        of Equity Securities Held

	 	 	 	 	 
	Technovative Group Limited	 	Samoa	 	100% owned by Technovative Group Inc
	 	 	 	 	 
	Technovative Asia Limited	 	Hong Kong	 	100% owned by the Technovative Group Limited


 






    	 	19	 



     


    

 


Schedule 4.6


 


Use of Proceeds


 


We intend to use the estimated net proceeds of the Offering
for working capital.