AMENDMENT
TO 


SHARE
EXCHANGE AGREEMENT


 


This
AMENDMENT TO SHARE EXCHANGE AGREEMENT (the “Amendment”) is made and entered into as of September 14, 2016 , by and
among Sino Fortune Corporation, a Nevada company (“Parent”), Benefactum Alliance Holdings Company Limited,
a British Virgin Islands company, the (“Company”), and the shareholders of the Company (each a “Shareholder”
and collectively the “Shareholders”). The Parent, the Company and the Shareholders are collectively referred
to as the “Parties”. Unless otherwise defined capitalized terms used in this Amendment are defined in the Share
Exchange Agreement dated May 13, 2016 between the abovementioned Parties.


 


RECITALS


 


WHEREAS,
the Parties had entered into the Share Exchange Agreement on May 13, 2016 for the issuance of Parent Common Stock to the Shareholders
in exchange for all the issued and outstanding shares of Company.


 


WHEREAS,
the Parties wish to amend the number of Parent Common Stock being exchanged for all the issued and outstanding shares of the Company
and the corresponding allocations to the Shareholders and extend the Closing Date.


 


NOW,
THEREFORE, the Parties agree as follows:


 


AGREEMENT


 


1.
The Recitals, Article 1 and Exhibit B of the Share Exchange Agreement shall be deleted and replaced with the following:


 


RECITALS


 


WHEREAS,
the Company has 800,000,000 ordinary shares, par value $0.00025 (the “Shares”) outstanding, all of which are held
by the Shareholders. The Shareholders have agreed to transfer the Shares to Parent in exchange for 337,500,000 newly issued restricted
shares of common stock, par value $0.001 per share, of Parent (the “Parent Common Stock”).;


 


WHEREAS,
the exchange of shares for Parent Common Stock is intended to constitute a reorganization within the meaning of Section 351 of
the Internal Revenue Code of 1986, as amended (the “Code”), or such other tax free reorganization or restructuring
provisions as may be available under the Code and to qualify as a transaction in securities exempt from registration or qualification
under the Securities Act of 1933, as amended and in effect on the date of this Agreement (the “Securities Act”).;


 


WHEREAS,
the Board of Directors of each of the Parent and the Company has determined that it is desirable and in the best interests of
the shareholders of their respective companies to effect this plan of reorganization and share exchange.


 



    	 		 



    	 		 



    

 


ARTICLE
1


 


EXCHANGE
OF SHARES


 


1.1.
Exchange by the Shareholders. At the Closing, the Shareholders shall sell, transfer, convey, assign and deliver to the
Parent their Shares free and clear of all Liens in exchange for an aggregate of 337,500,000 (Three Hundred and Thirty Seven Million
Five Hundred Thousand) restricted shares of Parent Common Stock, in the amounts for each Shareholder set forth in Exhibit B
(the “Exchange Consideration”).


 


1.2.
Closing. The closing (the “Closing”) of the transactions contemplated by this Agreement (the “Transactions”)
shall take place at the offices of Sichenzia Ross Friedman Ference LLP in New York, New York, commencing upon the satisfaction
or waiver of all conditions and obligations of the parties to consummate the transactions contemplated hereby (other than conditions
and obligations with respect to the actions that the respective parties will take at Closing) on or before September 30, 2016
or such other date and time as the parties may mutually determine (the “Closing Date”).


 


EXHIBIT
B


 


Shareholders
of BENEFACTUM ALLIANCE HOLDINGS COMPANY LIMITED


 


	Name of Shareholder	 	Number of
 Company Shares
 Being Exchanged	 	 	Number of
 Shares of Parent
 Common Stock
 to be Received
 by Shareholder	 	 	Indicate if such
 Shareholder is a
 non- U.S. Person
	Bodang Liu	 	 	80,000,000	 	 	 	33,750,000	 	 	Yes
	Avis Genesis Inc.	 	 	400,000,000	 	 	 	168,750,000	 	 	Yes
	Manor Goldie Inc.	 	 	320,000,000	 	 	 	135,000,000	 	 	Yes
	TOTALS	 	 	800,000,000	 	 	 	337,500,000	 	 	 



 


2.
This Amendment shall be read in conjunction with the Share Exchange Agreement and for the purposes of the Share Agreement shall
be included within the definition of “Transaction Documents”.


 


3.
This Amendment will be governed by, and construed and enforced in accordance with the Laws of the State of New York as applied
to contracts that are executed and performed in New York, without regard to the principles of conflicts of Law thereof. Each party
agrees that all legal proceedings concerning the interpretations, enforcement and defense of the Transactions and any other Transaction
Documents shall be commenced exclusively in the state and federal courts sitting in the County of New York.


 


4.
This Amendment may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of
more than one party, but all such counterparts taken together will constitute one and the same Amendment. This Amendment, to the
extent delivered by means of a facsimile machine or electronic mail (any such delivery, an “Electronic Delivery”),
shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding
legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto, each other
party hereto shall re-execute original forms hereof and deliver them in person to all other parties. No party hereto shall raise
the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted
or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever
waives any such defense, except to the extent such defense related to lack of authenticity.


 


[Remainder
of Page Intentionally Left Blank; Signature Pages to Follow]


 



    	 		 



    	 		 



    







 


IN
WITNESS WHEREOF, each of the parties have caused this Amendment to be executed as of the date first written above them or their
respective officers thereunto duly authorized.


 


	 	Parent:
	 	 
	 	SINO
    FORTUNE HOLDING CORPORATION, a Nevada corporation
	 	 	 
	 	By:	/s/
    Jing Xie
	 	Name:	JING
    XIE
	 	Title:	Principal
    Executive, Financial Officer and Chief Accounting Officer
	 	 	 
	 	Company:
	 	 
	 	BENEFACTUM
    ALLIANCE HOLDINGS COMPANY LIMITED, a BVI corporation
	 	 	 
	 	By:	/s/
    Bodang Liu
	 	Name:	BODANG
    LIU
	 	Title:	Principal
    Executive
	 	 	 
	 	Shareholders:
	 	 
	 	AVIS
    GENESIS INC.
	 	 	 
	 	By:	/s/
    Chunhua Li
	 	Name:	CHUNHUA
    LI
	 	Title:	Principal
    Executive
	 	 	 
	 	MANOR
    GOLDIE INC.
	 	 	 
	 	By:	/s/
    Mengqiu Zhu
	 	Name:	MENGQIU
    ZHU
	 	Title:	Principal
    Executive
	 	 	 
	 	BODANG
    LIU.
	 	 	 
	 	By:	/s/
    Bodang Liu
	 	Name:	BODANG
    LIU