exhibit1012.htm - Generated by SEC Publisher for SEC Filing



  





 



 


REGULATION D SUBSCRIPTION AGREEMENT


 


 


 


San Lotus Holding Inc.


 


 


The undersigned (each the "Subscriber", and collectively the "Subscribers") and San Lotus Holding Inc. (the "Company") entered this Subscription Agreement on August 11, 2014. The parties mutually agree as follows:


 


1.      Subscription and terms of Shares. 


 


1.1   Subscription. The Subscribers hereby subscribe to purchase from the Company an aggregate of US$23,060,572.8 or 114,104,764 shares (the "Shares"), of the Company's common stock, par value $0.1 per share, (the "Common Stock") at a per share purchase price which shall be $0.2021 per share (the "Purchase Price"). All checks should be made payable to: "San Lotus Holding Inc." 


 


1.2   Acceptance or Rejection of Subscription. The Company in its sole discretion reserves the right to accept or reject this subscription for the Shares, in whole or in part, before receipt by the Company of the Purchase Price. Upon the Company accepts this subscription, this subscription becomes irrevocable. 


 


2.       Closing.  If the Company has not received and accepted subscriptions and the closing date is not extended in the sole discretion of the Company for up to an additional ninety (90) days (the "Closing Date"), the Offering ends and any unaccepted investments in the possession of the Company, along with the related documents, shall be promptly returned to the Subscribers. 


 


3.       Representations and Warranties of the Subscribers.  The Subscribers hereby represents, warrants, and covenants as follows: 


 


3.1   Access to Information. The Subscribers, in making the decision to purchase the Shares, relied solely on independent investigations made by it and/or its representatives, if any. The Subscribers and/or its representatives during the course of this transaction, and before the purchase of any Shares, has had the opportunity to ask questions of and receive answers from the management of the Company concerning the terms and conditions of the offering of the Shares and to receive any additional information, documents, records and books relative to its business, assets, financial condition, results of operations and liabilities (contingent or otherwise) of the Company; 


 


3.2   Sophistication and Knowledge. The Subscribers and/or its representatives has such knowledge and experience in financial and business matters that it can represent itself and is capable of evaluating the merits and risks of the purchase of the Shares. The Subscribers is not relying on the Company with respect to the tax and other economic considerations of an investment in the Shares, and the Subscribers has relied on the advice of, or has consulted with, only the Subscribers's own advisor(s); 


 


3.3   Lack of Liquidity. The purchase of the Shares involves a high degree of risk. The Subscribers can bear the economic risk of the purchase of the Shares, including the total loss of its investment. The Subscribers has no present need for liquidity in connection with its purchase of the Shares; 


 


 


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3.4   Authority. The Subscribers has the full right and power to enter into and perform pursuant to this Agreement and to make an investment in the Company, and this Agreement constitutes the Subscribers's valid and legally binding obligation, enforceable in accordance with its terms. The Subscribers is authorized and otherwise duly qualified to purchase and hold the Shares and to enter into this Agreement; 


 


3.5   Regulation D Exemption. The Subscribers acknowledges that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws under Section 4(2) of the Securities Act and/or the provisions of Rule 506 of Regulation D promulgated by the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended. And, the Company is relying upon the truth and accuracy of the representations, warranties, agreements acknowledgments and understandings of the Subscribers set forth in this Agreement and/or Investor Questionnaire in order to determine the applicability of such exemptions and the suitability of the Subscribers to acquire the Shares. In this regard, the Subscribers further represents, warrants and agrees that: 


 


a.       No Public Solicitation. The Common Shares were not offered to the Subscribers through, and the Subscribers is not aware of, any form of general solicitation or general advertising, including, without limitation: 


 


(1)    any advertisement, articles, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, and 


 


(2)    any seminar or meeting whose attendees have been invited by any general solicitation or general advertising; 


 


b.       Investment Only. Each Subscriber is acquiring Shares for the Subscribers's own account and not for the account of others and for investment purposes only. 


 


c.      Restriction to Transfer of Shares. 


 


(1)    The Shares are not registered and therefore are "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering. The Subscribers must not offer, resell, pledge or otherwise transfer the Shares except through registration under all applicable federal and state securities laws or an available exemption therefrom. 


 


(2)    The Company has no obligation to register the resale of the Securities pursuant to the Securities Act or to otherwise qualify the Securities for resale under any federal, state or provincial securities laws. In this regard, the Subscribers represents that it is familiar with Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act; 


 


(3)    The Subscribers understands that the shares subject to this Subscription Agreement will be registered under a Registration Statement on Form S-1, filed with the Securities and Exchange Commission, however, 


 


until such Registration Statement has been declared effective by the Securities and Exchange Commission, a legend shall be placed on any certificate representing the Shares substantially as follows:


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THIS SECURITY HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES OR BLUE SKY LAWS OF ANY STATE AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT PROVISIONS OF UNITED STATES FEDERAL AND STATE SECURITIES OR BLUE SKY LAWS OR IF AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION IS APPLICABLE;


 


3.6  Standing of the Subscribers. 


 


a.       If the Subscribers is a corporation, it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and if the Subscribers is a partnership or other organization, it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; 


 


b.      If the Subscribers is a corporation, the execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action; 


 


c.       If the Subscribers is a partnership or other organization, all governing documents necessary to enter into this Agreement and to consummate the transactions contemplated hereby, and all necessary consents and approvals required by the partnership agreement or other governing documents have been obtained; and 


 


d.      For both corporations and partnerships, this Agreement constitutes a legal, valid and binding obligation of the Subscribers, enforceable against the Subscribers in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights generally. 


 


4.       Company's Representations and Warranties.  The Company represents and warrants to the undersigned as follows: 


 


4.1   Organization of the Company. The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Nevada. 


 


4.2  Authority.  


 


a.       The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to issue the Shares; 


 


b.       the execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby 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 


 


c.        this Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable 


 


against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, 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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4.3   Exemption from Registration; Valid Issuances. The sale and issuance of the Shares, in accordance with the terms and on the bases of the representations and warranties of the undersigned set forth herein, may and shall be properly issued by the Company to the undersigned pursuant to any applicable federal or state law. When issued and paid for as herein provided, the Shares shall be duly and validly issued, fully paid, and nonassessable. Neither the sales of the Shares pursuant to, nor the Company's performance of its obligations under, this Agreement shall: 


 


a.       result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Shares or any of the assets of the Company, or 


 


b.       entitle the other holders of the Common Stock of the Company to preemptive or other rights to subscribe to or acquire the Common Stock or other securities of the Company. The Shares shall not subject the undersigned to personal liability by reason of the ownership thereof. 


 


4.4   No General Solicitation or Advertising in Regard to this Transaction. Neither the Company nor any of its affiliates nor any person acting on its or their behalf 


 


(i) has conducted or will conduct any general solicitation (as that term is used in Rule 502(c) of Regulation D) or general advertising with respect to any of the Shares, or (ii) made any offers or sales of any security or solicited any offers to buy any security under any circumstances that would require registration of the Common Stock under the Securities Act. 


 


5.       Indemnity by the Subscribers.  The Subscribers shall indemnify and hold harmless the Company and all of its directors, officers, agents and employees from any and all damages, losses, costs and expenses (including reasonable attorneys' fees) which they may incur: 


 


a.       by reason of the Subscribers's failure to fulfill any of the terms and conditions of this Agreement; 


 


b.       by reason of the Subscribers's breach of any of the Subscribers's representations, warranties or agreements contained herein or in the Investor Questionnaire; and/or 


 


c.        with respect to any and all claims made by or involving any person, other than the Subscriber, claiming any interest, right, title, power or authority regarding the Subscribers's purchase of Shares. The Subscribers further agrees and acknowledges that this indemnification agreement shall survive any sale or transfer, or attempted sale or transfer, of any portion of the Subscribers's Shares or upon the Subscribers's death. 


 


6.       Waiver and Cumulative Remedies.  No failure or delay on the part of any party to this Agreement in exercising any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. 


 


7.       Amendments.  Any provision in the Agreement to the contrary notwithstanding, and except as hereinafter provided, changes in, termination or amendments of or additions to this Agreement may be made, and compliance with any covenant or 


 


provision set forth herein may be omitted or waived, if either Party shall obtain consent thereto in writing from the other Party. Any waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.


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8.       Addresses for Notices.  Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be mailed by certified mail, return receipt requested, or delivered against receipt to the Company and/or to the Subscribers. Any notice or other communication given by certified mail shall be deemed given at the time of certification thereof, except for a notice changing a party's address which shall be deemed given at the time of receipt thereof. 


 


9.      Costs and Taxes. 


 


a.       Upon execution of this Agreement and with each delivery of the Purchase Price as set forth in 1.1, the Company is not responsible for any legal fees incurred by the Subscribers in relation to the Subscribers's review, entry into or execution of this Agreement. 


 


b.       The Company shall pay any and all stamp, or other similar taxes payable or determined to be payable in connection with the execution and delivery of this Agreement, the issuance of any securities and the other instruments and documents to be delivered hereunder, and agrees to hold the Subscribers harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes. 


 


10.   Binding Effect.  This Agreement shall be binding upon and inure to the benefit of the Company, the Subscribers and the respective successors and assigns. 


 


11.   Survival of Representations and Warranties.  All representations and warranties made in this Agreement, the Shares, or any other instrument or document delivered in connection herewith or therewith, shall survive the execution and delivery hereof or thereof. 


 


12.   Entire Agreement.  This Agreement constitute the entire agreement between the parties with respect to the subject matter set forth herein and supersede any prior understandings or agreements concerning the subject matter hereof. 


 


13.   Severability.  The provisions of this Agreement are severable and, in the event that any court of competent jurisdiction shall determine that any one or more of the provisions or part of a provision contained therein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Agreement and the terms of the Shares shall be reformed and construed as if such invalid or illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provisions or part reformed so that it would be valid, legal and enforceable to the maximum extent possible. 


 


14.  Governing Law and Venue. 


 


a.       This Agreement shall be enforced, governed and construed in accordance with the laws of the State of Nevada without giving effect to choice of laws principles or conflict of laws provisions. Any suit, action or proceeding pertaining to this Agreement or any transaction relating hereto shall be brought 


 


in the State of Nevada and the undersigned hereby irrevocably consents and submits to the jurisdiction of such courts for the purpose of any such suit, action, or proceeding.


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b.       The Subscribers hereby waives, and agrees not to assert against the Company, or any successor assignee thereof, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, (i) any claim that the Subscribers is not personally subject to the jurisdiction of the above-named courts, and (ii) to the extent permitted by applicable law, any claim that such suit, action or proceeding is brought in an inconvenient forum or that the venue of any such suit, action or proceeding is improper or that this Agreement may not be enforced in or by such courts. 


 


15.   Headings.  Article, section and subsection headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. 


 


16.   Counterparts.  This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Agreement by signing any such counterpart. 


 


17.   Further Assurances.  From and after the date of this Agreement, upon the request of the Subscribers or the Company, the Company and the Subscribers shall execute and deliver such instruments, documents and other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement and the Shares. 


 


18.   Legal Representation/Conflict of Interest.  The Subscribers, by executing this Subscription Agreement acknowledges, represents and agrees that: 


 


a.       the Company has retained legal counsel to represent it in connection with the preparation of this Subscription Agreement; 


 


b.       such legal counsel has prepared such documents with a view to the interests of the Company only and has not undertaken to represent the interest of the Subscribers and that no attorney-client relationship or fiduciary duty exists between such legal counsel and the Subscribers, notwithstanding that the Subscribers's investment may pay, directly or indirectly, for such legal services; 


 


c.        the Subscribers has been advised to have such legal documents reviewed by the Subscribers's own independent attorney and/or other advisors; and 


 


d.       the services performed by such legal counsel have been limited to the preparation of such documentation at the request and direction of the Company and such legal counsel has not undertaken to conduct any investigation whatsoever concerning the facts, risks or circumstances concerning or relating to the investment and/or the background or financial qualifications of the Company. 


 


Type of Ownership (Check one)


 


[  ] INDIVIDUAL OWNERSHIP (One signature required)


 


[  ] COMMUNITY PROPERTY (One signature required if interest held in one name, i.e. managing


 


spouse; two signatures required if interest held in both names)


 


[  ] JOINT TENANTS WITH RIGHT OF SURVIVORSHIP (both or all parties must sign)


 


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[  ] CORPORATION (Please include certified Corporate Resolution authorizing signature)


 


[  ] TRUST (Please include a copy of the Trust Agreement)


 


[  ] PARTNERSHIP (Please include a copy of the Statement of the Statement of Partnership


 


Agreement authorizing signature)


 


Social Security/ Taxpayer Identification Number


 


                                                      


Subscriber            Joint Subscriber


 


___________________________________________________________________________


 


[Please print above the exact name(s) in which the Shares is to be held]


 


 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.


 


SUBSCRIBERS:


 


 




	

    
	

   Name
	

    
	

   Signing Representative
	

    
	

   Address
	

    
	

   Shares Purchased
	

    
	

   Social Security/ Taxpayer Identification Number
	

    
	

   Type of Ownership

	

   1
	

   Show King Holdings Inc
	

    
	

   /s/Kwong, Edwin
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   5,238,095
	

    
	

   46-2861737
	

    
	

   Individual

	

   2
	

   Golden Hen Holding Inc
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   400,000 
	

    
	

   45-4672615
	

    
	

   Individual

	

   3
	

   A Band Inc
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   400,000 
	

    
	

   30-0750930
	

    
	

   Individual

	

   4
	

   A Benbow Holding Inc
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   400,000 
	

    
	

   45-3949884
	

    
	

   Individual

	

   5
	

   Animedia Holding Inc
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   4,333,333 
	

    
	

   46-1070815
	

    
	

   Individual

	

   6
	

   AHI Adaptation Inc
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   1,000,000 
	

    
	

   46-1061236
	

    
	

   Individual

	

   7
	

   AHI Advertising Inc
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   1,000,000 
	

    
	

   46-1010633
	

    
	

   Individual

	

   8
	

   AHI Animation Inc
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   1,666,667 
	

    
	

   32-0389181
	

    
	

   Individual

	

   9
	

   AHI Blueprint Inc
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   1,000,000 
	

    
	

   46-1080618
	

    
	

   Individual

	

   10
	

   AHI Broadcasting Inc
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   1,666,667 
	

    
	

   46-1080640
	

    
	

   Individual

	

   11
	

   AHI Diction Inc
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   1,000,000 
	

    
	

   90-0893220
	

    
	

   Individual

	

   12
	

   AHI Equipment Inc
	

    
	

   /s/Chen, Kuan-Yu
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   1,666,667 
	

    
	

   80-0928748
	

    
	

   Individual

	

   13
	

   AHI Illustration Inc
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   1,000,000 
	

    
	

   61-1693238
	

    
	

   Individual

	

   14
	

   AHI Library Inc
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   1,666,667 
	

    
	

   46-1061182
	

    
	

   Individual

	

   15
	

   AHI Marketing Inc
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   4,000,000 
	

    
	

   46-1020873
	

    
	

   Individual

	

   16
	

   AHI Peripherals Inc
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   1,000,000 
	

    
	

   46-1020967
	

    
	

   Individual

	

   17
	

   AHI Photography Inc
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   1,000,000 
	

    
	

   46-1050505
	

    
	

   Individual

	

   18
	

   AHI Pictures Inc
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   1,000,000  
	

    
	

   46-1030243
	

    
	

   Individual

	

   19
	

   AHI Post Production Inc
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   1,666,667 
	

    
	

   38-3887177
	

    
	

   Individual

	

   20
	

   AHI Publishing Inc
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   1,000,000 
	

    
	

   61-1693675
	

    
	

   Individual

	

   21
	

   AHI Sound Inc
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   5,000,000 
	

    
	

   35-2455858
	

    
	

   Individual

	

   22
	

   AHI Talent Agency Inc
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   1,000,000 
	

    
	

   46-1050387
	

    
	

   Individual

	

   23
	

   AHI Voice Inc
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   1,000,000 
	

    
	

   46-1039688
	

    
	

   Individual

	

   24
	

   Animedia TV Inc
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   20286 Carrey Road, Walnut, CA 91789
	

    
	

   3,333,333 
	

    
	

   27-0174552
	

    
	

   Individual

	

   25
	

   AHI Content Inc
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   1,666,667 
	

    
	

   90-1020970
	

    
	

   Individual

	

   26
	

   AHI Lighting Inc
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   1,666,667 
	

    
	

   90-1020907
	

    
	

   Individual

	

   27
	

   AHI Film Inc
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   3,333,333 
	

    
	

   90-1020622
	

    
	

   Individual

	

   28
	

   AHI Records Inc
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   1,666,667 
	

    
	

   46-3908761
	

    
	

   Individual

	

   29
	

   App Artist Holding Inc
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   400,000 
	

    
	

   90-0890072
	

    
	

   Individual

	

   30
	

   App Artist Blueprint Inc
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   1,000,000 
	

    
	

   80-0853266
	

    
	

   Individual

	

   31
	

   App Artist Library Inc
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   1,666,667 
	

    
	

   46-1070787
	

    
	

   Individual

	

   32
	

   App Artist Marketing Inc
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   1,000,000 
	

    
	

   46-1040028
	

    
	

   Individual

	

   33
	

   App Artist Services Inc
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   1,000,000 
	

    
	

   90-0892119
	

    
	

   Individual

	

   34
	

   App Artist Software Inc
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   1,666,667 
	

    
	

   46-1030189
	

    
	

   Individual

	

   35
	

   A Peace World Holding Inc
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   400,000 
	

    
	

   45-3949955
	

    
	

   Individual

	

   36
	

   APW Assets Inc
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   10,000,000 
	

    
	

   45-4946205
	

    
	

   Individual

	

   37
	

   APW Construction Inc
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   5,000,000 
	

    
	

   45-4946106
	

    
	

   Individual

	

   38
	

   APW Contractor Inc
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   5,000,000 
	

    
	

   45-4946164
	

    
	

   Individual

	

   39
	

   APW Development Inc
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   5,000,000 
	

    
	

   45-4946046
	

    
	

   Individual

	

   40
	

   Genie Experiences Holding Inc
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   3,333,333 
	

    
	

   80-0850766
	

    
	

   Individual

	

   41
	

   Genie Experiences Coach Inc
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   1,666,667 
	

    
	

   46-1100626
	

    
	

   Individual

	

   42
	

   Genie Experiences Marketing Inc
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   1,000,000 
	

    
	

   46-1100668
	

    
	

   Individual

	

   43
	

   Genie Experiences Realty Inc
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   1,000,000 
	

    
	

   46-1701047
	

    
	

   Individual

	

   44
	

   Genie Experiences Services Inc
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   3,333,333 
	

    
	

   46-1010598
	

    
	

   Individual

	

   45
	

   Autarky Holding Inc.
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   400,000 
	

    
	

   80-0955572
	

    
	

   Individual

	

   46
	

   Autarky Consulting Inc
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   2,666,667 
	

    
	

   45-4058062
	

    
	

   Individual

	

   47
	

   Autarky Immigration Services Inc
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   1,000,000 
	

    
	

   46-1110538
	

    
	

   Individual

	

   48
	

   Autarky Library Inc
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   1,000,000 
	

    
	

   46-1000671
	

    
	

   Individual

	

   49
	

   Autarky Management Consulting Inc
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   1,000,000 
	

    
	

   46-1000711
	

    
	

   Individual

	

   50
	

   Autarky Marketing Inc
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   1,000,000 
	

    
	

   46-1089503
	

    
	

   Individual

	

   51
	

   Autarky Publishing Inc
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   1,000,000 
	

    
	

   80-0854524
	

    
	

   Individual

	

   52
	

   Autarky Services Inc
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   1,000,000 
	

    
	

   46-1110502
	

    
	

   Individual

	

   53
	

   BKPR Inc.
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   1,000,000 
	

    
	

   35-2506045
	

    
	

   Individual

	

   54
	

   Magnate Holding Inc
	

    
	

   /s/Chiang, Chien-Heng
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   400,000 
	

    
	

   45-4344759
	

    
	

   Individual

	

   55
	

   Framework Capital Inc
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   6,666,667 
	

    
	

   46-1089469
	

    
	

   Individual

	

   56
	

   Axis Holding Inc
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   3,333,333 
	

    
	

   45-4672750
	

    
	

   Individual

	

   57
	

   Kreo Socivs Holding Inc
	

    
	

   /s/Yu, Chien-Yang
	

    
	

   3301 Spring Mountain Rd. Unit 23, Las Vegas, NV 89102
	

    
	

   400,000 
	

    
	

   45-3079822
	

    
	

   Individual





 


 


7








 


  





 






 


 


ACCEPTANCE BY THE COMPANY:


 


San Lotus Holding Inc.


 




	

   By:
	

   /s/ Chen,  Li Hsing
	

    

	

    
	

   Chen,  Li Hsing
	

    

	

   Title: Chairman of the Board
	

    

	

   Address: 3301 Spring Mountain Rd. Unit 23, 


   Las Vegas, NV 89102