Exhibit
10.1


 


SHARE
EXCHANGE AGREEMENT


 


This
SHARE EXCHANGE AGREEMENT (this “Agreement”) is entered into as of this 19 of June, 2018, by and among
Reliant Service Inc., a Nevada corporation (hereinafter referred to as “RLLT” or “Company”),
Coolpaul Holdings Group Limited., a Republic of Seychelles limited liability company (“CPRC”), five stockholders
set forth in Schedule A, who collectively hold 100% of the issued and outstanding capital stock of CPRC (“Stockholders”).


 


WHEREAS,
RLLT is a publicly reporting company organized under the laws of Nevada with no significant operations;


 


WHEREAS,
CPRC owns 100% of the issued and outstanding capital stock of Coolpaul International Limited. (“CPRC INTERNATIONAL”),
a Republic of Seychelles limited liability company, which owns 100% capital stock of COOLPAUL LIMITED (“CPRC HK”),
a Hong Kong limited liability company, which owns Coolpaul (Shanghai) Real Estate Co. Ltd. (“WFOE”), a wholly
foreign owned enterprise incorporated under the laws of the People’s Republic of China (“PRC”), which
in turn controls Liaoning Coolpaul Network Technology Co. Ltd. (“CPRC Network”), a company registered
in Liaoning, PRC; CPRC Network owns 100% capital stock of Liaoning Coolpaul Real Estate Agency Co. Ltd. (“Coolpaul”),
a company registered in Liaoning, PRC. CPRC, CPRC INTERNATIONAL, CPRC HK, WOFE, CPRC Network and Coolpaul are hereby collectively
referred to as the Group.


 


WHEREAS,
RLLT desires to acquire 100% of the issued and outstanding equity securities of CPRC (the “CPRC Shares”) from
the Stockholder in exchange (the “Exchange”) for the issuance by RLLT to the Stockholders in the aggregate
of 60,000,000 newly issued shares of RLLT, and in the individual amounts as set forth on Schedule A. The Stockholders desire
to exchange the 400,000,000 Shares for such newly issued shares of RLLT on the terms described herein;


 


WHEREAS,
on the Closing Date, and as a result of the transactions contemplated hereby, CPRC will become a wholly-owned subsidiary of RLLT;


 


NOW
THEREFORE, on the basis of the foregoing stated premises and for and in consideration of the mutual covenants and agreements
hereinafter set forth and the mutual benefits to the parties to be derived here from, and intending to be legally bound hereby,
it is hereby agreed as follows:


 


ARTICLE
I


REPRESENTATIONS,
COVENANTS, AND WARRANTIES OF CPRC


 


As
an inducement to, and to obtain the reliance of RLLT, except as set forth in the Schedules of CPRC attached hereto (the “CPRC
Disclosure Schedules”), CPRC hereby represents and warrants to RLLT as of the Closing Date (as defined below) as follows.
As used herein, the term “knowledge of the Group” or similar language refers to the actual knowledge of the
executive officers of CPRC.


 


Section
1.01 Incorporation. Each member of the Group is organized under the laws of the jurisdiction set forth in Schedule 1.01(b)
to the CPRC Disclosure Schedules, is duly formed or organized, validly existing and in good standing under the laws of its
jurisdiction of organization and has the requisite power and authority to own, lease and operate its assets and properties and
to carry on its business as it is now being or currently planned by each member of the Group to be conducted. Each member of the
Group is in possession of all governmental or third-party approvals necessary to own, lease and operate the properties it purports
to own, operate or lease, to carry on its business as it is now being conducted, to consummate the transactions contemplated by
this Agreement. No member of the Group is in violation of any of the provisions of their respective charter or organization documents.
The ownership records (which have been delivered to CPRC) of each Group member’s registered capital are true, complete and
accurate records of such ownership as of the date of such records and contain all transfers of such registered capital since the
time of their respective organization. No member of the Group is required to qualify to do business as a foreign corporation in
any other jurisdiction, except where the failure to so qualify would not have a material adverse effect on: (i) the assets, liabilities,
results of operations, condition (financial or otherwise) or business of the Group taken as a whole; or (ii) the ability of CPRC
to perform its obligations hereunder, but, to the extent applicable, shall exclude any circumstance, change or effect to the extent
resulting or arising from: (A) any change in general economic conditions in the industries or markets in which the Group operates
so long as the Group is not disproportionately (in a material manner) affected by such changes; (x) national or international
political conditions, including any engagement in hostilities, whether or not pursuant to the declaration of a national emergency
or war, or the occurrence of any military or terrorist attack so long as the Group is not disproportionately (in a material manner)
affected by such changes; (y) changes in United States generally accepted accounting principles, or the interpretation thereof;
or (z) the entry into or announcement of this Agreement, actions contemplated by this Agreement, or the consummation of the transactions
contemplated hereby (a “Material Adverse Effect”).


 




    	 



     


    

 





Section
1.02 Authorized Shares. The number of shares which CPRC is authorized to issue consists of 400,000,000 shares of a single
class, no par value per share. There are 400,000,000 shares currently of CPRC issued and outstanding. The issued and outstanding
shares of CPRC are validly issued, fully paid, and non-assessable and not issued in violation of the preemptive or other rights
of any person.


 


Section
1.03 Subsidiaries. Except as set forth on Schedule 1.03 to the CPRC Disclosure Schedules (which sets forth the corporate
structure of the Group), CPRC does not have any subsidiaries, and does not own, beneficially or of record, any shares of any other
entity.


 


Section
1.04 Financial Statements.


 


(a)
Included in the Schedule A are: (i) the audited balance sheets of CPRC as of December 31, 2017 and December 31, 2016 and the related
audited statements of operations, stockholder’s equity and cash flows for the fiscal years ended December 31, 2017 and December
31, 2016 together with the notes to such statements and the opinion of WWC Professional Corporation, independent certified public
accountants (the “Financial Statements”).


 


(b)
The Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied throughout
the periods involved. The CPRC balance sheets included as part of the Financial Statements are true and accurate and present fairly
as of their respective dates the financial condition of CPRC. As of the date of such balance sheets, except as and to the extent
reflected or reserved against therein, CPRC had no liabilities or obligations (absolute or contingent) which should be reflected
in the balance sheets or the notes thereto prepared in accordance with generally accepted accounting principles, and all assets
reflected therein are properly reported and present fairly the value of the assets of CPRC, in accordance with generally accepted
accounting principles. The statements of operations, stockholder’s equity and cash flows included as part of the Financial
Statements reflect fairly the information required to be set forth therein by generally accepted accounting principles.


 


Section
1.05 Information. The information concerning the Group set forth in this Agreement and the CPRC Disclosure Schedules is
complete and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a
material fact required to make the statements made, in light of the circumstances under which they were made, not misleading.


 


Section
1.06 Options or Warrants. Except as set forth in Schedule 1.06 to the CPRC Disclosure Schedules, there are no existing
options, warrants, calls, or commitments of any character relating to the authorized and unissued stock of any member of the Group.


 


Section
1.07 Absence of Certain Changes or Events. Except as disclosed in the CPRC Disclosure Schedules or the Financial
Statements, since March 31, 2018:


 


(a)
There has not been any material adverse change in the business, operations, properties, assets, or condition (financial or otherwise)
of the Group;


 




    	 



     


    

 





(b)
No member of the Group has: (i) amended its memorandum of association or articles of association or other organizational documents;
(ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever
to the Stockholder or purchased or redeemed, or agreed to purchase or redeem, any of its shares; (iii) made any material change
in its method of management, operation or accounting, (iv) entered into any other material transaction other than sales in the
ordinary course of its business; or (v) made any increase in or adoption of any profit sharing, bonus, deferred compensation,
insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors,
or employees; and


 


(c)
No member of the Group has: (i) granted or agreed to grant any options, warrants or other rights for its stocks, bonds or other
corporate securities calling for the issuance thereof, (ii) borrowed or agreed to borrow any funds or incurred, or become subject
to, any material obligation or liability (absolute or contingent) except as disclosed herein and except liabilities incurred in
the ordinary course of business; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights
or canceled, or agreed to cancel, any debts or claims; or (iv) issued, delivered, or agreed to issue or deliver any stock, bonds
or other corporate securities including debentures (whether authorized and unissued or held as treasury stock) except in connection
with this Agreement and the transaction contemplated hereby.


 


Section
1.08 Litigation and Proceedings. Except as disclosed on Schedule 1.08 to the CPRC Disclosure Schedules, there are
no actions, suits, proceedings, or investigations pending or, to the knowledge of the Group after reasonable investigation, threatened
by or against the Group or affecting the Group or their respective properties, at law or in equity, before any court or other
governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. No member of the Group has
any knowledge of any material default on its part with respect to any judgment, order, injunction, decree, award, rule, or regulation
of any court, arbitrator, or governmental agency or instrumentality or of any circumstances, which, after reasonable investigation,
would result in the discovery of such a default.


 


Section
1.09 Contracts.


 


(a)
All “material” contracts, agreements, franchises, license agreements, debt instruments or other commitments to which
any member of the Group is a party or by which it or any of its assets, products, technology, or properties are bound, other than
those incurred in the ordinary course of business, are set forth on Schedule 1.09 to the CPRC Disclosure Schedules (the
“Material Contracts”). Such schedule contains any oral or written: (i) contract for the employment of any officer
or employee; (ii) profit sharing, bonus, deferred compensation, stock option, severance pay, pension benefit or retirement plan,
(iii) agreement, contract, or indenture relating to the borrowing of money, (iv) guaranty of any obligation; (vi) collective bargaining
agreement; or (vii) agreement with any present or former officer or director of members of the Group.


 


(b)
The Material Contracts are valid and enforceable by the applicable members of the Group party thereto in all respects, except
as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights
generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court
before which any proceeding therefore may be brought.


 


Section
1.10 No Conflict With Other Instruments. The execution of this Agreement and the consummation of the transactions contemplated
by this Agreement will not result in the breach of any term or provision of, constitute a default under, or terminate, accelerate
or modify the terms of any Material Contract a member of the Group is a party or to which any of their respective assets, properties
or operations are subject.


 


Section
1.11 Compliance with Laws and Regulations. To the best of its knowledge, each member of the Group has complied with all
applicable statutes and regulations of any federal, state, or other governmental entity or agency thereof, except to the extent
that noncompliance would not have a Material Adverse Effect.


 




    	 



     


    




 


Section
1.12 Approval of Agreement. The Board of Directors of CPRC has authorized the execution and delivery of this Agreement
by CPRC and has approved this Agreement and the transactions contemplated hereby.


 


Section
1.13 Valid Obligation. This Agreement and all agreements and other documents executed by CPRC in connection herewith constitute
the valid and binding obligation of CPRC, enforceable in accordance with its or their terms, except as may be limited by bankruptcy,
insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to the
qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding
therefore may be brought.


 


ARTICLE
II


REPRESENTATIONS,
COVENANTS, AND WARRANTIES OF RLLT


 


As
an inducement to, and to obtain the reliance of CPRC and the Stockholder, except as set forth in the Schedules of RLLT attached
hereto (the “RLLT Disclosure Schedules”), RLLT hereby represents and warrants to CPRC and the Stockholders,
as of the date hereof and as of the Closing Date, as follows. As used herein, the term “knowledge of RLLT”
or similar language refers to the knowledge of Zhu Ming, the Chairman of the Board of the Directors of RLLT prior to the closing
of this Agreement.


 


Section
2.01 Organization. RLLT is a corporation duly organized, validly existing, and in good standing under the laws of Nevada
and has the corporate power and is duly authorized under all applicable laws, regulations, ordinances, and orders of public authorities
to carry on its business in all material respects as it is now being conducted. Attached as Schedule 2.01 to the RLLT Schedules
are complete and correct copies of the certificate of incorporation and bylaws of RLLT as in effect on the date hereof. The execution
and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision
of RLLT’s certificate of incorporation or bylaws. RLLT has taken all action required by law, its certificate of incorporation,
its bylaws, or otherwise to authorize the execution and delivery of this Agreement, and RLLT has full power, authority, and legal
right and has taken all action required by law, its certificate of incorporation, bylaws, or otherwise to consummate the transactions
herein contemplated.


 


Section
2.02 Capitalization.


 


(a)
RLLT’s authorized capitalization consists of (a) 75,000,000 shares of Common Stock, of which 5,015,000 shares are
issued and outstanding prior to the transactions. All issued and outstanding shares of Common Stock are legally issued, fully
paid, and non-assessable and not issued in violation of the preemptive or other rights of any person or entity. As of the Closing
Date, no shares of Common Stock were reserved for issuance upon the exercise of outstanding options or warrants to purchase the
Common Stock or other equity-linked securities of RLLT and no shares of preferred stock were reserved for issuance to any party.
All outstanding Common Stock have been issued and granted in compliance with: (i) all applicable securities laws and (in all material
respects) other applicable laws and regulations, and (ii) all requirements set forth in any material contracts, agreements, franchises,
license agreements, debt instruments or other commitments to which RLLT is a party or by which it or any of its assets or properties
are bound, all of which are set forth on Schedule 2.02 to the RLLT Disclosure Schedules (the “RLLT Material Contracts”).


 


(b)
There are no equity securities, partnership interests or similar ownership interests of any class of any equity security of RLLT,
or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar
ownership interests, issued, reserved for issuance or outstanding. Except as contemplated by this Agreement or as set forth in
Schedule 2.02 to the RLLT Disclosure Schedules, there are no subscriptions, options, warrants, equity securities, partnership
interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character
to which RLLT is a party or by which it is bound obligating RLLT to issue, deliver or sell, or cause to be issued, delivered or
sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital
stock, partnership interests or similar ownership interests of RLLT or obligating RLLT to grant, extend, accelerate the vesting
of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There is no plan
or arrangement to issue Common Stock or preferred stock of RLLT except as set forth in this Agreement and in the Memorandum.


 




    	 



     


    




 


(c)
Except as contemplated by this Agreement and except as set forth in Schedule 2.02 to the RLLT Disclosure Schedules, there
are no registration rights, and there is no voting trust, proxy, rights plan, anti-takeover plan or other agreement or understanding
to which RLLT is a party or by which it is bound with respect to any equity security of any class of RLLT, and there are no agreements
to which RLLT is a party, or which RLLT has knowledge of, which conflict with this Agreement or the transactions contemplated
herein or otherwise prohibit the consummation of the transactions contemplated hereunder.


 


Section
2.03 Subsidiaries and Predecessor Corporations. RLLT does not have any predecessor corporation(s) or subsidiaries, and
does not own, beneficially or of record, any shares of any other entity.


 


Section
2.04 SEC Filings; Financial Statements.


 


(a)
RLLT has made available to the Stockholders a correct and complete copy, or there has been available on the EDGAR system maintained
by the U.S. Securities and Exchange Commission (the “SEC”), copies of each report, registration statement and
definitive proxy statement filed by RLLT with the SEC for the 10 years prior to the date of this Agreement (the “RLLT
SEC Reports”), which, to RLLT’s knowledge, are all the forms, reports and documents filed by RLLT with the SEC
for the 10 years prior to the date of this Agreement. As of their respective dates, to RLLT’s knowledge, the RLLT SEC Reports:
(i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act of 1933, as
amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such RLLT SEC Reports,
and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then
on the date of such filing and as so amended or superseded) contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading.


 


(b)
Each set of financial statements (including, in each case, any related notes thereto) contained in the RLLT SEC Reports comply
as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in
accordance with U.S. generally accepted accounting principles, applied on a consistent basis throughout the periods involved (except
as may be indicated in the notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form
10-Q promulgated under the Exchange Act) and each fairly presents in all material respects the financial position of RLLT at the
respective dates thereof and the results of its operations and cash flows for the periods indicated, except that the unaudited
interim financial statements were or are subject to normal adjustments which were not or are not expected to have a material adverse
effect on: (i) the assets, liabilities, results of operations, condition (financial or otherwise) or business of RLLT; or (ii)
the ability of RLLT to perform its obligations hereunder, but, to the extent applicable, shall exclude any circumstance, change
or effect to the extent resulting or arising from: (A) any change in general economic conditions in the industries or markets
in which RLLT operates so long as RLLT is not disproportionately (in a material manner) affected by such changes; (1) national
or international political conditions, including any engagement in hostilities, whether or not pursuant to the declaration of
a national emergency or war, or the occurrence of any military or terrorist attack so long as RLLT is not disproportionately (in
a material manner) affected by such changes; (2) changes in United States generally accepted accounting principles, or the interpretation
thereof; or (3) the entry into or announcement of this Agreement, actions contemplated by this Agreement, or the consummation
of the transactions contemplated hereby (a “RLLT Material Adverse Effect”).


 


(c)
As of the date of all balance sheets included in the RLLT SEC Reports, except as and to the extent reflected or reserved against
therein, RLLT had no liabilities or obligations (absolute or contingent) which should be reflected in the balance sheets or the
notes thereto prepared in accordance with U.S. generally accepted accounting principles, and all assets reflected therein are
properly reported and present fairly the value of the assets of RLLT, in accordance with U.S. generally accepted accounting principles.
All statements of operations, stockholders’ equity and cash flows included in the RLLT SEC Reports reflect fairly the information
required to be set forth therein by U.S. generally accepted accounting principles.


 




    	 



     


    

 





(d)
For the 36 month period prior to the date of this Agreement, RLLT has maintained a system of internal accounting controls sufficient
to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific
authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S.
generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance
with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the
existing assets at reasonable intervals and appropriate action is taken with respect to any differences.


 


(e)
RLLT has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies,
interest or penalties), except for taxes accrued but not yet due and payable.


 


(f)
RLLT has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception
to the date hereof. Each of such income tax returns reflects the taxes due for the period covered thereby, except for amounts
which, in the aggregate, are immaterial.


 


(g)
The books and records, financial and otherwise, of RLLT are in all material aspects complete and correct and have been maintained
in accordance with good business and accounting practices.


 


Section
2.05 Exchange Act Compliance. RLLT is in compliance with, and current in, all of the reporting, filing and other
requirements under the Exchange Act, the Common Stock is registered under Section 12(g) of the Exchange Act, and RLLT
is in compliance with all of the requirements under, and imposed by,


Section
12(g) of the Exchange Act.


 


Section
2.06 Information. The information concerning RLLT set forth in this Agreement, the RLLT Schedules and the RLLT SEC Reports
is complete and accurate in all material respects and does not contain any untrue statements of a material fact or omit to state
a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading.
In addition, RLLT has fully disclosed in writing to the Stockholder (through this Agreement or the RLLT Schedules) all information
relating to matters involving RLLT or its assets or its present or past operations or activities which: (i) indicated or may indicate,
in the aggregate, the existence of a greater than $1,000 liability, (ii) have led or may lead to a competitive disadvantage on
the part of RLLT or (iii) either alone or in aggregation with other information covered by this Section, otherwise have led or
may lead to RLLT Material Adverse Effect, including, but not limited to, information relating to governmental, employee, environmental,
litigation and securities matters or proceedings and transactions with affiliates.


 


Section
2.07 Absence of Certain Changes or Events. Since the date of the most recent RLLT balance sheet included in the
RLLT SEC Reports:


 


(a)
there has not been: (i) any material adverse change in the business, operations, properties, assets or condition of RLLT or (ii)
any damage, destruction or loss to RLLT (whether or not covered by insurance) materially and adversely affecting the business,
operations, properties, assets or condition of RLLT;


 


(b)
RLLT has not: (i) amended its certificate of incorporation or bylaws except as required by this Agreement; (ii) declared or made,
or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or
purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the
aggregate are outside of the ordinary course of business or material considering the business of RLLT; (iv) made any material
change in its method of management, operation, or accounting; (v) entered into any transactions or agreements of any kind or nature;
(vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination
pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it
to any of its officers or directors or any of its salaried employees whose monthly compensation exceed $1,000; or (viii) made
any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan,
payment, or arrangement, made to, for or with its officers, directors, or employees;


 




    	 



     


    

 





(c)
RLLT has not: (i) granted or agreed to grant any options, warrants, or other rights for its stock, bonds, or other corporate securities
calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material
obligation or liability (absolute or contingent); (iii) paid or agreed to pay any material obligations or liabilities (absolute
or contingent) other than current liabilities reflected in or shown on the most recent RLLT balance sheet and current liabilities
incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the
preparation of this Agreement and the consummation of the transaction contemplated hereby; (iv) sold or transferred, or agreed
to sell or transfer, any of its assets, properties, or rights, or canceled, or agreed to cancel, any debts or claims; (v) made
or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination
is material, considering the business of RLLT; or (vi) issued, delivered or agreed to issue or deliver, any stock, bonds or other
corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with
this Agreement; and


 


(d)
to its knowledge, RLLT has not become subject to any law or regulation which materially and adversely affects, or in the future,
may adversely affect, the business, operations, properties, assets or condition of the Group.


 


Section
2.08 Litigation and Proceedings. There are no actions, suits, proceedings or investigations pending or, to the knowledge
of RLLT after reasonable investigation, threatened by or against RLLT or affecting RLLT or its properties, at law or in equity,
before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind except
as disclosed in the Schedule 2.08 to the RLLT Schedules. RLLT has no knowledge of any default on its part with respect
to any judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator, or governmental agency or
instrumentality or any circumstance which after reasonable investigation would result in the discovery of such default.


 


Section
2.09 Contracts. Except for the RLLT Material Contracts:


 


(a)
RLLT is not a party to, and its assets or properties are not bound by, any contract, franchise, agreement, debt instrument or
other commitments whether such agreement is in writing or oral;


 


(b)
RLLT is not a party to or bound by, and the properties of RLLT are not subject to any contract, agreement, other commitment or
instrument; any charter or other corporate restriction; or any judgment, order, writ, injunction, decree, or award; and


 


(c)
RLLT is not a party to any oral or written: (i) contract for the employment of any officer or employee; (ii) profit sharing, bonus,
deferred compensation, stock option, severance pay, pension benefit or retirement plan, (iii) agreement, contract, or indenture
relating to the borrowing of money, (iv) guaranty of any obligation, (vi) collective bargaining agreement; or (vii) agreement
with any present or former officer or director of RLLT.


 


Section
2.10 No Conflict With Other Instruments. The execution of this Agreement and the consummation of the transactions contemplated
hereby and thereby will not result in the breach of any term or provision of, constitute a default under, or terminate, accelerate
or modify the terms of, any RLLT Material Contracts or otherwise have a RLLT Material Adverse Effect.


 




    	 



     


    

 


Section
2.11 Filings, Consents and Approvals. RLLT is not required to obtain any consent, waiver, authorization or order of, give
any notice to, or make any filing or registration with, any court or other foreign, federal, state, local or other governmental
authority or other person or entity in connection with the execution, delivery and performance by RLLT of this Agreement or any
document or instrument contemplated hereby or thereby, except as expressly contemplated herein.


 


Section
2.12 Compliance with Laws and Regulations. To the best of its knowledge, RLLT has complied with all applicable statutes
and regulations of any federal, state, or other applicable governmental entity or agency thereof. This compliance includes, but
is not limited to, the filing of all reports to date with federal and state securities authorities.


 


Section
2.13 Approval of Agreement. The Board of Directors and the holders of at least a majority of the issued and outstanding
voting stock of RLLT have duly authorized the execution and delivery of this Agreement by RLLT and the transactions contemplated
hereby.


 


Section
2.14 Material Transactions or Affiliations. Except as disclosed in the RLLT SEC Reports or on Schedule 2.14 to the
RLLT Schedules, there exists no contract, agreement or arrangement between RLLT and any predecessor and any person or entity who
was at the time of such contract, agreement or arrangement an officer, director, or person owning of record or known by RLLT to
own beneficially, 5% or more of the issued and outstanding Common Stock of RLLT and which is to be performed in whole or in part
after the date hereof or was entered into not more than three years prior to the date hereof. Neither any officer, director, nor
5% stockholders of RLLT has, or has had since inception of RLLT, any known interest, direct or indirect, in any such transaction
with RLLT which was material to the business of RLLT. RLLT has no commitment, whether written or oral, to lend any funds to, borrow
any money from, or enter into any other transaction with, any such affiliated person.


 


Section
2.15 Bank Accounts; Power of Attorney. Set forth on Schedule 2.15 to the RLLT Schedules is a true and complete list
of: (a) all accounts with banks, money market mutual funds or securities or other financial institutions maintained by RLLT within
the past twelve (12) months, the account numbers thereof, and all persons authorized to sign or act on behalf of RLLT, (b) all
safe deposit boxes and other similar custodial arrangements maintained by RLLT within the past twelve (12) months, (c) the check
ledger for the last 12 months, and (d) the names of all persons holding powers of attorney from RLLT or who are otherwise authorized
to act on behalf of RLLT with respect to any matter, other than its officers and directors, and a summary of the terms of such
powers or authorizations.


 


Section
2.16 Valid Obligation. This Agreement and other documents executed by RLLT in connection herewith and therewith constitute
the valid and binding obligation of RLLT, enforceable in accordance with its or their terms, except as may be limited by bankruptcy,
insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to the
qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding
therefore may be brought.


 


Section
2.17 Title to Property. RLLT does not own or lease any real property or personal property. There are no options or other
contracts under which RLLT has a right or obligation to acquire or lease any interest in real property or personal property.


 


Section
2.18 Questionable Payments. Neither RLLT nor, to RLLT’s knowledge, any of its current or former stockholders, directors,
officers, employees, agents or other persons or entities acting on behalf of RLLT, has on behalf of RLLT or in connection with
RLLT’s business: (a) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses
relating to political activity; (b) made any direct or indirect unlawful payments to any governmental officials or employees from
corporate funds; (c) established or maintained any unlawful or unrecorded fund of corporate monies or other assets; (d) made any
false or fictitious entries on the books and records of RLLT; or (e) made any unlawful bribe, rebate, payoff, influence payment,
kickback or other unlawful payment of any nature.


 







    	 



     


    

 


Section
2.19 Solvency. RLLT has not: (a) made a general assignment for the benefit of creditors; (b) filed any voluntary petition
in bankruptcy or suffered the filing of any involuntary petition by its creditors; (c) suffered the appointment of a receiver
to take possession of all, or substantially all, of its assets; (d) suffered the attachment or other judicial seizure of all,
or substantially all, of its assets; (e) admitted in writing its inability to pay its debts as they come due; or (f) made an offer
of settlement, extension or composition to its creditors generally.


 


Section
2.20 OFAC. None of RLLT nor, to the knowledge of RLLT, any director, officer, agent, employee, affiliate or person acting
on behalf of RLLT, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S.
Treasury Department (“OFAC”); and RLLT has not heretofore engaged in any transaction to lend, contribute or
otherwise make available it funds or the funds of any joint venture partner or other person or entity towards any sales or operations
in Cuba, Iran, Syria, Sudan, Myanmar or any other country sanctioned by OFAC or for the purpose of financing the activities of
any person or entity currently subject to any U.S. sanctions administered by OFAC.


 


Section
2.21 Intellectual Property. RLLT does not own, license or otherwise have any right, title or interest in any intellectual
property.


 


Section
2.22 Employees; Consultants, etc. Except as disclosed in the RLLT SEC Reports, RLLT has no employees, officers, directors,
agents or consultants. RLLT maintains no employee benefit plans or programs of any kind or nature.


 


Section
2.23 Insurance. RLLT does not hold or maintain, nor is RLLT obligated to hold or maintain, any insurance on behalf for
itself or its assets or for any officer, director, employee or stockholder of RLLT.


 


ARTICLE
III REPRESENTATIONS AND


WARRANTIES
OF THE STOCKHOLDERS


 


As
an inducement to RLLT, the Stockholders hereby represent and warrant to RLLT as follows.


 


Section
3.01 CPRC Shares. The CPRC Shares represent 100% of the issued and outstanding capital stock of CPRC. The Stockholders
are the record and beneficial owners, and have good title to, all of the CPRC Shares. The Stockholders have the right and authority
to sell and deliver their CPRC Shares, free and clear of all liens, claims, charges, encumbrances, pledges, mortgages, security
interests, options, rights to acquire, proxies, voting trusts or similar agreements, restrictions on transfer or adverse claims
of any nature whatsoever. Upon delivery of any certificate or certificates duly assigned, representing the CPRC Shares as herein
contemplated and/or upon registering of RLLT as the new owner of the CPRC Shares in the share register of CPRC, RLLT will receive
good title to the CPRC Shares owned by the Stockholder.


 


Section
3.02 Power and Authority. The Stockholders have the legal power, capacity and authority to execute and deliver this Agreement
to consummate the transactions contemplated by this Agreement, and to perform their obligations under this Agreement. This Agreement
constitutes a legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with the
terms hereof, except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of
creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the
discretion of the court before which any proceeding therefore may be brought..


 


Section
3.03 No Conflicts. The execution and delivery of this Agreement by the Stockholder and the performance by the Stockholder
of their obligations hereunder in accordance with the terms hereof: (a) will not require the consent of any third party or governmental
entity under any laws; (b) will not violate any laws applicable to the Stockholders and (c) will not violate or breach any contractual
obligation to which either Stockholder is a party.


 




    	 



     


    

 


Section
3.04 Purchase Entirely for Own Account. The Exchange Shares (as defined in Section 4.01 herein) proposed to be acquired
by the Stockholders pursuant to the terms hereof will be acquired for investment for the Stockholders’ own accounts, and
not with a view to the resale or distribution of any part thereof.


 


Section
3.05 Acquisition of Exchange Shares for Investment.


 


(a)
The Stockholders are acquiring the Exchange Shares for investment purposes and for each Stockholders’ own accounts and not
as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and the Stockholders have no present
intention of selling, granting any participation in, or otherwise distributing the same. Each Stockholder further represents that
they do not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation
to such person or to any third person, with respect to any of the Exchange Shares.


 


(b)
The Stockholders each represents and warrants that they: (i) can bear the economic risk of their respective investments, and (ii)
possesses such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks
of the investment in RLLT and its securities.


 


(c)
None of the Stockholders is a “U.S. Person” as defined in Rule 902(k) of Regulation S of the Securities Act (“Regulation
S”) and understands that the Exchange Shares are not registered under the Securities Act and that the issuance thereof
to the Stockholders is intended to be exempt from registration under the Securities Act pursuant to Regulation S. None of the
Stockholders has intention of becoming a U.S. Person.


 


(d)
Each Stockholder acknowledges that neither the SEC, nor the securities regulatory body of any state or other jurisdiction, has
received, considered or passed upon the accuracy or adequacy of the information and representations made in this Agreement.


 


(e)
Each Stockholder understands that the Exchange Shares may not be sold, transferred, or otherwise disposed of without registration
under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the
Exchange Shares or any available exemption from registration under the Securities Act, the Exchange Shares may have to be held
indefinitely.


 







    	 



     


    

 


ARTICLE
IV PLAN OF


EXCHANGE


 


Section
4.01 The Exchange.


 


(a)
On the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as defined in Section 4.03), The
Stockholders shall assign, transfer and deliver, free and clear of all liens, pledges, encumbrances, charges, restrictions or
known claims of any kind, nature, or description, all of the CPRC Shares owned by the Stockholder to RLLT, with the objective
of such Exchange being the acquisition by RLLT of 100% of the issued and outstanding shares of capital stock of CPRC.


 


(b)
In consideration of the transfer of the CPRC Shares to RLLT by the Stockholder, RLLT shall issue to the Stockholder in an aggregate
amount of 60,000,000 newly issued shares of Common Stock (the “Exchange Shares”) and in the individual amount
set forth in Schedule A .


 


(c)
At the Closing Date, the Stockholder shall, on surrender of its certificate or certificates representing the CPRC Shares owned
by the Stockholder to RLLT or its registrar or transfer agent, be entitled to receive the Exchange Shares.


 


Section
4.02 Closing. The closing of the transactions contemplated by this Agreement (the “Closing,” and the
date of the Closing, the “Closing Date”) shall occur and shall be deemed to be effective immediately on August
8th, 2018. Such Closing shall take place at a mutually agreeable time and place, and be conditioned upon all of the conditions
to closing set forth in this Agreement being met.


 


Section
4.03 Closing Events. At the Closing, RLLT, CPRC and the Stockholders shall execute, acknowledge, and deliver (or shall
ensure to be executed, acknowledged, and delivered), any and all certificates, opinions, financial statements, schedules, agreements,
resolutions, rulings or other instruments required by this Agreement to be so delivered at or prior to the Closing, together with
such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate
or evidence the transactions contemplated hereby.


 


Section
4.04 Termination. This Agreement may be terminated by the parties only in the event that the parties do not meet the conditions
precedent set forth in Articles VI and VII. If this Agreement is terminated pursuant to this section, this Agreement shall be
of no further force or effect, and no obligation, right or liability shall arise hereunder.


 


ARTICLE
V


OTHER
AGREEMENTS AND COVENANTS


 


Section
5.01 Legends. Each Stockholder acknowledges and agrees that each certificate representing the Exchange Shares shall be
endorsed with the following legends, in addition to any other legend required to be placed thereon by applicable federal or state
securities laws:


 




    	 



     


    

 








“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR
OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER
OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED,
SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR
APPLICABLE STATE SECURITIES LAWS.”


 


“THE
SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (“SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT.”


 


“TRANSFER
OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION UNDER THE
SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE
WITH THE SECURITIES ACT.”


 


Section
5.02 Delivery of Books and Records. At the Closing, RLLT shall deliver to each Stockholder or their representatives the
originals of the corporate minute books, books of account, contracts, records, and all other books or documents of RLLT which
are now in the possession of RLLT or its representatives.


 


Section
5.03 Third Party Consents and Certificates. RLLT and the Stockholder agree to cooperate with each other in order to obtain
any required third-party consents to this Agreement and the transactions herein contemplated.


 


Section
5.04 Sales of Securities Under Rule 144, If Applicable.


 


(a)
RLLT will use its best efforts to at all times satisfy the current public information requirements of Rule 144 promulgated under
the Securities Act so that its shareholders can sell restricted securities that have been held for the applicable restricted period
as required by Rule 144 as it is from time to time amended.


 


(b)
Upon being informed in writing by any person holding restricted stock of RLLT that such person intends to sell any shares
under rule 144 promulgated under the Securities Act (including any rule adopted in substitution or replacement thereof), RLLT
will certify in writing to such person that it is compliance with Rule 144 current public information requirement to
enable such person to sell such person’s restricted stock under Rule


144,
as may be applicable under the circumstances.


 


(c)
If any certificate representing any such restricted stock is presented to RLLT’s transfer agent for registration or transfer
in connection with any sales theretofore made under Rule 144, provided such certificate is duly endorsed for transfer by the appropriate
person(s) or accompanied by a separate stock power duly executed by the appropriate person(s) in each case with reasonable assurances
that such endorsements are genuine and effective, and is accompanied by a legal opinion that such transfer has complied with the
requirements of Rule 144, as the case may be, RLLT will promptly instruct its transfer agent to register such transfer and to
issue one or more new certificates representing such shares to the transferee and, if appropriate under the provisions of Rule
144, as the case may be, free of any stop transfer order or restrictive legend.


 




    	 



     


    

 





Section
5.05 Payment of Liabilities. Recognizing the need to extinguish all existing liabilities of RLLT prior to the Exchange,
The Stockholder have indicated they will not enter into this Agreement unless RLLT has arranged for the payment and discharge
of all of RLLT’s liabilities, including all of RLLT’s accounts payable and any outstanding legal fees incurred prior
to the Closing Date. Accordingly, RLLT has agreed to arrange for the payment and discharge of all such liabilities.


 


Section
5.06 Assistance with Post-Closing SEC Reports and Inquiries Upon the reasonable request of the Stockholder, after the Closing
Date, RLLT shall cause its controlling stockholders to use their reasonable best efforts to provide such information available,
including information, filings, reports, financial statements or other circumstances of RLLT occurring, reported or filed prior
to the Closing, as may be necessary or required by RLLT for the preparation of the reports that RLLT is required to file after
Closing with the SEC to remain in compliance and current with its reporting requirements under the Exchange Act.


 


ARTICLE
VI


CONDITIONS
PRECEDENT TO OBLIGATIONS OF RLLT


 


The
obligations of RLLT under this Agreement are subject to the satisfaction, at or before the Closing Date, of the
following conditions:


 


Section
6.01 Accuracy of Representations and Performance of Covenants. The representations and warranties made by CPRC and the
Stockholders in this Agreement were true when made and shall be true at the Closing Date. RLLT and the Stockholder shall have
performed or complied with all covenants and conditions required by this Agreement to be performed or complied with by them prior
to or at the Closing.


 


Section
6.02 Officer’s Certificate. RLLT shall have been furnished with a certificate dated the Closing Date and signed by
a duly authorized officer of RLLT to the effect that no litigation, proceeding, investigation, or inquiry is pending, or to the
best knowledge of RLLT threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated
by this Agreement, or, to the extent not disclosed in the RLLT Disclosure Schedules, which might result in any material adverse
change in any of the assets, properties, business, or operations of the Group.


 


Section
6.03 Good Standing. RLLT shall have received a certificate of good standing from the Registrar of Companies of Seychelles,
dated as of no less than fifteen (15) business days prior the Closing Date, certifying that CPRC is in good standing as a company
in Seychelles.


 


Section
6.04 No Governmental Prohibition. No order, statute, rule, regulation, executive order, injunction, stay, decree, judgment
or restraining order shall have been enacted, entered, promulgated or enforced by any court or governmental or regulatory authority
or instrumentality which prohibits the consummation of the transactions contemplated hereby.


 


Section
6.05 Consents. All consents, approvals, waivers or amendments pursuant to all contracts, licenses, permits, trademarks
and other intangibles in connection with the transactions contemplated herein, or for the continued operation of CPRC and the
Group after the Closing Date on the basis as presently operated shall have been obtained.


 




    	 



     


    

 





ARTICLE
VII


CONDITIONS
PRECEDENT TO OBLIGATIONS OF


CPRC AND THE STOCKHOLDERS


 


The
obligations of CPRC and the Stockholders under this Agreement are subject to the satisfaction, at or before the Closing Date,
of the following conditions:


 


Section
7.01 Accuracy of Representations and Performance of Covenants. The representations and warranties made by RLLT in this
Agreement were true when made and shall be true as of the Closing Date with the same force and effect as if such representations
and warranties were made at and as of the Closing Date. Additionally, RLLT shall have performed and complied with all covenants
and conditions required by this Agreement to be performed or complied with by RLLT.


 


Section
7.02 Closing Certificate. The Stockholder shall have been furnished with certificates dated the Closing Date and signed
by duly authorized executive officers of RLLT, to the effect that no litigation, proceeding, investigation or inquiry is pending,
or to the best knowledge of RLLT threatened, which might result in an action to enjoin or prevent the consummation of the transactions
contemplated by this Agreement or, to the extent not disclosed in the RLLT Disclosure Schedules, by or against RLLT, which might
result in any material adverse change in any of the assets, properties or operations of RLLT.


 


Section
7.03 Officer’s Certificate. The Stockholder shall have been furnished with certificates dated the Closing Date and
signed by duly authorized executive officers of RLLT, certifying that there are no existing liabilities as of the Closing Date
and that each representations and warranties of RLLT contained in this Agreement shall be true and correct on and as of the Closing
Date.


 


Section
7.04 Secretary’s Certificate. The Stockholder shall have been furnished with a certificate dated the Closing Date
and signed by the secretary of RLLT, certifying to the Stockholder the resolutions adopted by the Board of Directors of RLLT approving,
as applicable, the transactions contemplated by this Agreement and the issuance of the Exchange Shares, certifying the current
versions of its certificates of incorporation and bylaws or other organizational documents and certifying as to the signatures
and authority of persons signing this Agreement and related documents on its behalf.


 


Section
7.05 Good Standing. The Stockholder shall have received a certificate of good standing from the Secretary of State of Nevada,
dated as of a date within ten days prior to the Closing Date, certifying that RLLT is in good standing as a corporation in the
State of Nevada and has filed all tax returns required to have been filed by it to date and has paid all taxes reported as due
thereon.


 


Section
7.06 No Governmental Prohibition. No order, statute, rule, regulation, executive order, injunction, stay, decree, judgment
or restraining order shall have been enacted, entered, promulgated or enforced by any court or governmental or regulatory authority
or instrumentality which prohibits the consummation of the transactions contemplated hereby.


 


Section
7.07 Consents. All consents, approvals, waivers or amendments pursuant to all contracts, licenses, permits, trademarks
and other intangibles in connection with the transactions contemplated herein, or for the continued operation of RLLT after the
Closing Date on the basis as presently operated shall have been obtained.


 


ARTICLE
VIII


MISCELLANEOUS


 


Section
8.01 Brokers. The parties agree that there were no finders or brokers involved in bringing the parties together or who
were instrumental in the negotiation, execution or consummation of this Agreement. RLLT and the Stockholders each agree to indemnify
the other against any claim by any third person for any commission, brokerage, or finder’s fee arising from the transactions
contemplated hereby based on any alleged agreement or understanding between the indemnifying party and such third person, whether
express or implied from the actions of the indemnifying party.


 




    	 



     


    

 





Section
8.02 Governing Law; Venue. All questions concerning the construction, validity, enforcement and interpretation of this
Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of 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 contemplated by this Agreement (whether brought against a party hereto or its respective
affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts
sitting in the City of New York. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal
courts sitting in the City of 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 improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery
(with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such
service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to
limit in any way any right to serve process in any manner permitted by law. EACH PARTY HERETO (INCLUDING ITS AFFILIATES, AGENTS,
OFFICERS, DIRECTORS AND EMPLOYEES) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT
TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section
8.03 Notices. All notices, requests, demands and other communications provided in connection with this Agreement shall
be in writing and shall be deemed to have been duly given at the time when hand delivered, delivered by express courier, or sent
by facsimile (with receipt confirmed by the sender’s transmitting device) in accordance with the contact information provided
below or such other contact information as the parties may have duly provided by notice.


 


If
to RLLT:


 


Zhu,
Ming


Room
1202,


No.
22-2625 Pingliang Road,


Yangpu District, Shanghai, China.


 


If
to CPRC or the Stockholders, to:


 


Xin,
Liu


26
Floor, Fortune Center


No.
61 Beizhan Road,


Shenhe
District, Shenyang, Liaoning, China.


 


Any
such notice or communication shall be deemed to have been given: (i) upon receipt, if personally delivered, (ii) on the day after
dispatch, if sent by overnight courier, (iii) upon dispatch, if transmitted by facsimile and receipt is confirmed by printed receipt
and (iv) three (3) days after mailing, if sent by registered or certified mail.


 


Section
8.04 Confidentiality. Each party hereto agrees with the other that, unless and until the transactions contemplated by this
Agreement have been consummated, it and its representatives will hold in strict confidence all data and information obtained with
respect to another party or any subsidiary thereof from any representative, officer, director or employee, or from any books or
records or from personal inspection, of such other party, and shall not use such data or information or disclose the same to others,
except: (i) to the extent such data or information is published, is a matter of public knowledge, or is required by law to be
published; or (ii) to the extent that such data or information must be used or disclosed in order to consummate the transactions
contemplated by this Agreement. In the event of the termination of this Agreement, each party shall return to the other party
all documents and other materials obtained by it or on its behalf and shall destroy all copies, digests, work papers, abstracts
or other materials relating thereto, and each party will continue to comply with the confidentiality provisions set forth herein.


 




    	 



     


    

 





Section
8.05 Schedules; Knowledge. Each party is presumed to have full knowledge of all information set forth in the other party’s
schedules delivered pursuant to this Agreement.


 


Section
8.06 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
or entity.


 


Section
8.07 Expenses. Whether or not the Exchange is consummated, each of the parties hereto will bear their own respective expenses,
including legal, accounting and professional fees, incurred in connection with the Exchange or any of the other transactions contemplated
hereby.


 


Section
8.08 Entire Agreement. This Agreement represents the entire agreement between the parties relating to the subject matter
thereof and supersedes all prior agreements, understandings and negotiations, written or oral, with respect to such subject matter.


 


Section
8.09 Survival; Termination. The representations, warranties, and covenants of the respective parties shall survive the
Closing Date and the consummation of the transactions herein contemplated for a period of two years.


 


Section
8.10 Counterparts. 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.


 


Section
8.01 Amendment or Waiver. Every right and remedy provided herein shall be cumulative with every other right and remedy,
whether conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no waiver by any party of the performance
of any obligation by the other shall be construed as a waiver of the same or any other default then, theretofore, or thereafter
occurring or existing. At any time prior to the Closing Date, this Agreement may by amended by a writing signed by all parties
hereto, with respect to any of the terms contained herein, and any term or condition of this Agreement may be waived or the time
for performance may be extended by a writing signed by the party or parties for whose benefit the provision is intended.


 


Section
8.02 Best Efforts. Subject to the terms and conditions herein provided, each party shall use its best efforts to perform
or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that the transactions contemplated
hereby shall be consummated as soon as practicable. Each party also agrees that it shall use its best efforts to take, or cause
to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations
to consummate and make effective this Agreement and the transactions contemplated herein, both prior to and following the Closing.


 


[Signature
Page Follow]


 




    	 



     


    

 


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


 








	 	Reliant
    Service Inc.
	 	 
	 	/s/Zhu
    Ming
	 	Zhu
    Ming
	 	CEO
	 	 
	 	Coolpaul
    Holdings Group Limited
	 	 
	 	/s/Xin
Liu
	 	Xin
Liu
	 	Director



 





	 	STOCKHOLDER REPRESENTATVE
	 	 	 
	 	 	/s/Xin
    Liu
	 	Name:	Xin
    Liu


 



    	 



     


    






 





Schedule
A


 


Amount
of Shares to be issued to CPRC’s Stockholders


Pursuant
to the Share Exchange Agreement


 








	 	 	Name of Shareholder	 	Passport No./
 Business License
	 	No. of Shares	 	 	Address
	1	 	LIU , Xin	 	EC3751417	 	 	9,000,000	 	 	26 Floor, Fortune Center

                                               No. 61 Beizhan Road,

                                               Shenhe District, Shenyang, 
Liaoning, China.

	2	 	Positive Energy Limited.	 	201587 (Seychelles)	 	 	28,800,000	 	 	Oliaji Trade Centre - 1st floor, Victoria, Mahe, Republic of Seychelles
	3	 	Newpoch Limited	 	201586 (Seychelles)	 	 	12,000,000	 	 	. Oliaji Trade Centre - 1st floor, Victoria, Mahe, Republic of
 Seychelles

	4	 	Grow Up Limited	 	201572 (Seychelles)	 	 	2,400,000	 	 	Oliaji Trade Centre - 1st floor, Victoria, Mahe, Republic of Seychelles
	5	 	Every Limited	 	201573 (Seychelles)	 	 	7,800,000	 	 	Oliaji Trade Centre - 1st floor, Victoria, Mahe, Republic of Seychelles
	 	 	Total	 	 	 	 	60,000,000