Exhibit 10.1 


 


Stock
Purchase Agreement


 


 


 


BY
AND AMONG


 


ACE
CONSULTING MANAGEMENT, INC.


  


AND


  


THE
SELLERS


AS
LISTED ON SCHEDULE I


  


AND


 


The
Purchasers


as
listed on Schedule iI


  


 


Dated
as of July 30, 2014


 




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STOCK
PURCHASE AGREEMENT


  


THIS
STOCK PURCHASE AGREEMENT, (this “Agreement”) is made this 30th day of July, 2014, by and among the Sellers
listed on Schedule I (each a “Seller” and, collectively, the “Sellers”),
the Purchasers listed on Schedule II (each a “Purchaser” and, collectively, the “Purchasers”),
and ACE Consulting Management Inc., a Delaware corporation (the “Company”). The Sellers, the Company,
and the Purchasers may be referred to herein each as a “Party” and collectively, as the “Parties”.


  


WITNESSETH:


  


WHEREAS,
the Sellers are the record owners of 29,316,924 shares (the “Shares”), representing approximately 90% of the
Company’s common stock, par value $0.001 per share (the “Common Stock”); and


  


WHEREAS,
pursuant to the terms and conditions of this Agreement, Sellers desire to sell to the Purchasers and the Purchasers desire to
purchase from the Sellers all of the Shares (the “Acquisition”), for an aggregate purchase price of
$500,000 (the “Purchase Price”), which includes related consulting fee, legal fee, auditing fee, and
follow on expenses.


  


NOW
THEREFORE, in consideration of the mutual promises, covenants and representations contained herein, the parties herewith agree
as follows:


  


Article
I

SALE OF SECURITIES


 


1.01Purchase
and Sale. Subject to and upon the terms and conditions of this Agreement, on the Closing Date (defined below), the Sellers
shall sell, assign, transfer, convey, and deliver to Purchasers, and Purchasers shall purchase from the Sellers, the Shares.


 


1.02Purchase
Price. Subject to and upon the terms and conditions of this Agreement, on the Closing Date, the Purchasers shall pay to the
Sellers, in full payment for the Shares and in reliance upon the representations and warranties made herein by the Sellers, the
Purchase Price to the Sellers.


 


1.03Closing.


 


(a)The
sale and delivery of the Shares to Purchasers, the payment of the Purchase Price to Sellers, and the consummation of the other
respective obligations of the parties hereto contemplated by this Agreement will take place at a closing (the “Closing”),
which will take place at a mutually acceptable location and date (the “Closing Date”).


 



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(b)At
the Closing:


 


(i)The
Sellers shall deliver to the Purchasers a certificate (or certificates) for the Shares, along with a fully executed stock power
duly endorsed in form for transfer to the Purchasers.


 


(ii)The
Purchasers shall pay to the Sellers the net Purchase Price for the Shares.


 


(c)At
and at any time after the Closing, the Parties shall duly execute, acknowledge and deliver all such further assignments, conveyances,
instruments and documents, and shall take such other action consistent with the terms of this Agreement to carry out the transactions
contemplated by this Agreement.


 


(d)All
representations, covenants and warranties of the Purchasers and Sellers contained in this Agreement shall be true and correct
on and as of the Closing Date with the same effect as though the same had been made on and as of such date.


 


Article
II

REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND COMPANY


 


Sellers
and the Company represent and warrant to the Purchasers, jointly and severally, the following: 


 


2.01Organization.
The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and
has the requisite corporate power and authority to own its properties and assets and carry on its business as now being conducted.
The Company is duly qualified as a foreign entity to do business and is in good standing in the every jurisdiction in which its
ownership of property or the nature of the business conducted by it makes such qualification necessary. All actions taken by the
incorporators, directors and/or shareholders of the Company have been valid and in accordance with the laws of the State of Delaware.


 


2.02OTCBB
Listing. The Common Stock is included for quotation on the OTCBB, under the symbol “ACMG.”


 


2.03Authorization;
Enforcement; Validity.


 


(a)The
Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each
of the other agreements to be entered into by the Parties hereto in connection with the transactions contemplated by this Agreement
(collectively, the “Transaction Documents”). The execution and delivery of the Transaction Documents
by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, has been duly authorized
by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors
or its shareholders. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company and
constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective
terms.


 






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(b)Sellers
have all requisite power, authority and legal capacity to execute and deliver this Agreement and all other Transaction Documents
to which Sellers are a party and to perform the transactions contemplated hereby and thereby. This Agreement has been duly executed
and delivered by Sellers and constitutes a valid and binding obligation of the Seller, enforceable against Sellers in accordance
with its terms. At Closing, all other Transaction Documents to be executed and delivered by Sellers shall have been duly executed
and delivered by Seller. All other Transaction Documents executed and delivered by Sellers shall constitute valid and binding
obligations of Seller, enforceable against Sellers in accordance with their terms.


 


2.04Capital.
The Company is authorized to issue an aggregate number of fifty million (50,000,000) shares of Common Stock. At the present
time, 32,574,360 shares of Common Stock are issued and outstanding. All outstanding shares of Common Stock have been duly authorized
and validly issued and are fully paid and non-assessable. Sellers are the lawful record and beneficial owner of the Shares. All
outstanding shares of Common Stock, including the Shares, are free of liens, encumbrances, security interests, pledges, charges,
clouds on title, options, restrictions and legal or equitable rights of any persons including, but not limited to, rights of first
refusal, pre-emptive and/or similar rights (collectively, “Encumbrances”). There are no outstanding
subscriptions, options, rights, warrants, convertible securities, or other agreements or commitments obligating the Sellers and/or
Company to issue or to transfer any shares of its capital stock and other than the Acquisition nor does Sellers have any
such obligation with respect to their Shares. None of the outstanding shares of Common Stock are subject to any stock restriction
agreements and/or rights of first refusal, pre-emptive or similar rights. All of the issued and outstanding capital stock of the
Company has been issued in compliance with all applicable law, including, but not limited to, all state securities Laws. All of
the shareholders have valid title to such shares and acquired their shares in compliance with all applicable laws, including,
but not limited to, all state securities Laws. Sellers have delivered to Purchaser a true and correct list of shareholders as
of the Closing Date certified by the Company’s transfer agent listing the name, address and amount of shares of Common Stock
owned by each shareholder. There are no options, warrants, rights, convertible or exchangeable securities, “phantom”
stock rights, stock appreciation rights, stock-based performance units, commitments, contracts, arrangements or undertakings of
any kind which are outstanding or to which the Company is a party or by which it is bound (x) obligating the Company to issue,
deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or
any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company,
(y) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment,
contract, arrangement or undertaking or (z) that give any person the right to receive any economic benefit or right similar to
or derived from the economic benefits and rights occurring to holders of the capital stock of the Company.


 


2.05Subsidiaries.
The Company does not currently own or control, directly or indirectly, any interest in any other corporation, partnership, trust,
joint venture, limited liability company, association, or other business entity. The Company is not a participant in any joint
venture, partnership or similar arrangement.


 






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2.06SEC
Documents; Financial Statements. The Company is required under Section 15(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”) and has timely (including within any additional time periods provided by Rule 12b-25
under the Exchange Act) filed all reports, schedules, forms, statements and other documents required to be filed by it with the
SEC pursuant to the reporting requirements of the Exchange Act (all of the foregoing filed prior to the Closing Date, all exhibits
included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein, all amendments
thereto and all schedules and exhibits thereto and to any such amendments being hereinafter referred to as the “SEC
Documents”). The Company has delivered to Purchaser true, correct and complete copies of the SEC Documents not available
on the SEC’s EDGAR system. Except as corrected by subsequent amendments thereto, as of their respective filing dates, the
SEC Documents (and the Registration Statement (as defined below), the Amended Registration Statement (as defined below), and each
prospectus forming a part thereof), complied in all material respects with the requirements of the Exchange Act and the rules
and regulations of the SEC promulgated thereunder applicable to the SEC Documents (and the Securities Act of 1933, as amended
(the “Securities Act”) and the rules and regulations promulgated thereunder as to the Registration Statement
(and the prospectus forming a part thereof) and the Amended Registration Statement (and the prospectus forming a part thereof).
As of their respective filing dates, none of the SEC Documents (and/or the Registration Statement (and the prospectus forming
a part thereof), and the Amended Registration Statement (nor the prospectus forming a part thereof)), contained any untrue statement
of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading. As of their respective filing dates, the
financial statements of the Company included in the SEC Documents (and the Registration Statement (and the prospectus forming
a part thereof), and the Amended Registration Statement (and the prospectus forming a part thereof), (collectively, the “Financial
Statements”) complied as to form in all material respects with applicable accounting requirements and the published
rules and regulations of the SEC with respect thereto. The Financial Statements have been prepared in accordance with generally
accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in
such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude
footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the
Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case
of unaudited statements, to normal year-end audit adjustments).


 


2.07Indebtedness.
Except as disclosed in the SEC Documents, the Company has no liabilities, obligations and/or indebtedness of any nature (absolute,
accrued, direct, indirect, contingent or otherwise) that were to be disclosed in the SEC Documents. The Company is not a guarantor
or indemnitor of any indebtedness of any other person, firm, or corporation.


 


2.08Litigation.
Neither Sellers nor the Company is a party to any direct and/or indirect litigation, arbitration and/or other proceedings and
neither Sellers nor the Company is aware of any pending, threatened or asserted claims, lawsuits or contingencies involving the
Company, the Sellers and/or the Shares. To the best of knowledge of the Sellers and the Company, there is no dispute of any kind
between the Company and any third party. As of the Closing Date, the Company will be free from any and all liabilities, liens,
claims and/or commitments. The Company is not a party to any suit, action, arbitration, or legal administrative or other proceeding,
or pending governmental investigation. To the best knowledge of the Sellers, there is no basis for any action or proceeding and
no such action or proceeding is threatened against the Company. The Company is not a party to or in default with respect to any
order, writ, injunction, or decree of any federal, state, local, or foreign court, department, agency, or instrumentality.


 






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2.09Taxes/Tax
Returns. Taxes. (a) All Tax Returns, as hereinafter defined, required to be filed by the Company on or prior to the
Effective Time or with respect to taxable periods ending on or prior to the Effective Time have been or will be prepared in good
faith and timely filed with the appropriate Governmental Entity on or prior to the Effective Time or by the due date thereof including
extensions.


 


(b)All
“Taxes”, as hereinafter defined, that are required to be paid have been or will be fully paid.


 


(c)The
Company has not waived any statute of limitations with respect to federal and state income Taxes or agreed to any extension of
time with respect to federal income or state Tax assessment or deficiency.


 


(d)As
of the date hereof, there are not pending or, to the knowledge of the Company, threatened any audits, examinations, investigations
or other proceedings in respect of matters of Tax that (i) were raised by any taxing authority in a written communication to the
Company or any thereof; and (ii) would, if determined adversely to the Company, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect. 


 


2.10No
Conflicts. The execution and delivery of this Agreement and the other Transaction Documents by the Sellers and the Company
and the performance by the Sellers and the Company of their respective obligations hereunder and thereunder will not cause, constitute,
or conflict with or result in (a) any breach or violation or any of the provisions of or constitute a default under any license,
indenture, mortgage, charter, instrument, articles of incorporation, bylaw, or other agreement or instrument to which the Company,
the officers, directors and/or Sellers are a party, or by which any other such persons may be bound, nor will any consents or
authorizations of any party be required, (b) an event that would cause the Company (and/or assigns) or any Sellers to be liable
to any party, or (c) an event that would result in the creation or imposition of any lien, charge, or encumbrance on any asset
of the Company or upon the Shares.


 


2.11Compliance
with Laws. Sellers and the Company have complied in all material respects, with, and is not in violation of any, federal,
state, or local statute, law, and/or regulation pertaining. Sellers and the Company have complied with all federal and state securities
laws in connection with the offer, sale and distribution of its securities.


 


2.12Closing
Documents. All minutes, consents or other documents pertaining to the Company to be delivered at the Closing shall be valid
and in accordance with the laws of Delaware.


 






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2.13Title.
The Sellers have good, clean and marketable title to all of the Shares. The Shares are free and clear of and from all Encumbrances,
except for restrictions on transfer imposed by federal and state securities laws. None of the Shares are or will be subject to
any voting trust or agreement nor subject to any rights of first refusal, pre-emptive or similar rights. No person holds or has
the right to receive any proxy or similar instrument with respect to any of the Shares. Sellers are not a party to any agreement
which offers or grants to any person the right to purchase or acquire any of the Shares. There is no applicable local, state or
federal law, rule, regulation, or decree which would, as a result of the purchase of the Shares by Purchaser, impair, restrict
or delay voting rights with respect to the Shares.


 


2.14No
Rights. Sellers acknowledge and understand that as of the date of this Agreement and following the sale of the Sellers’
Shares to Purchasers, Sellers will have no rights to, directly or indirectly beneficially own, have the right to acquire, authorize
the sale of, vote, receive dividends, or have any claims or any rights, including voting rights, relating to such Shares.


 


2.15Future
Appreciation. Sellers acknowledge and understand that as a result of the sale of the Sellers’ 29,316,924 Shares, Sellers
will be foregoing any opportunity Sellers may have to realize appreciation in the value of the Company and/or the Shares.


 


2.16Representations.
All representations and warranties shall be true as of the Closing.


 


2.17Contract
and Leases; Liabilities; Properties; Employees. The Company, except as stated in the SEC Documents: (i) has no assets; (ii)
conducts no business; (iii) is not a party to any contract, agreement or lease; (iv) has no liabilities (absolute, accrued, contingent
or otherwise); (v) owns no property (real, personal or otherwise); (vi) has no employees, other than the Sellers; and/or (vii)
has no directors, other than the Sellers.


 


2.18Brokers.
There is no broker, finder or investment banker or other Person entitled to any brokerage, finder’s, investment banking
or other similar fee or commission in connection with the transactions contemplated by this Agreement.


 


2.19No
Other Agreements to Sell. Company has no obligation, absolute or contingent, legally binding or otherwise to any other ‘Person’,
as hereinafter defined, to sell any portion of its assets, to sell any portion of its capital stock or other ownership interests
or to affect any merger, consolidation or other reorganization of itself or to enter into any agreement with respect thereto.


 






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2.20Absence
of Certain Changes or Events. (a)Company has not (i) amended its Certificate of Incorporation or by-laws; (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) made any change in its method of management,
operation, or accounting; (v) entered into any transactions; (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 employees; 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;


 


(b)Company has not (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 liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation
or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Company’s
balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees
and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated
hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, property, or rights, (v) 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


 


(c)Company
has no assets, liabilities or accounts payable of any kind or nature, actual or contingent, in excess of $10,000 in the aggregate
as of the Closing Date.


 


Article
III 


REPRESENTATIONS
AND WARRANTIES OF THE PURCHASERS


 


3.01Acquisition
for Investment.The Purchasers are acquiring the Shares solely for its own account for the purpose of investment and not
with a view to or for sale in connection with distribution. The Purchasers do not have a present intention to sell the Shares,
nor a present arrangement (whether or not legally binding) or intention to affect any distribution of the Shares to or through
any person or entity. The Purchasers acknowledge that it is able to bear the financial risks associated with an investment in
the Shares and that it has been given full access to such records of the Company and to the officers of the Company and received
such information as it has deemed necessary or appropriate to conduct its due diligence investigation and has sufficient knowledge
and experience in investing in companies similar to the Company in terms of the Company’s stage of development so as to
be able to evaluate the risks and merits of its investment in the Seller.


 


3.02Sophistication.
The Purchasers are sophisticated investors, as described in Rule 506(b)(2)(ii) promulgated under the Securities Act and has such
experience in business and financial matters that it is capable of evaluating the merits and risk of an investment in the Company.


 


3.03Opportunities
for Additional Information.The Purchasers acknowledge that such Purchasers have had the opportunity to ask questions of
and receive answers from, or obtain additional information from, the executive officers of the Company concerning the financial
and other affairs of the Company, and to the extent deemed necessary in light of such Purchasers’ personal knowledge of
the Company’s affairs, such Purchasers have asked such questions and received answers to the full satisfaction of such Purchasers,
and such Purchaser desires to invest in the Company.


 






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3.04Rule
144. The Purchasers understand that the Shares may not be offered for sale, sold, assigned or transferred unless such Shares
are registered under the Securities Act or an exemption from registration is available. The Purchasers acknowledge that such Purchasers
are familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities
Act (“Rule 144”), and that such persons have been advised that Rule 144 permits resale only under certain circumstances.
The Purchasers understand that to the extent that Rule 144 is not available, Purchasers will be unable to sell any Shares without
either registration under the Securities Act or the existence of another exemption from such registration requirement.


 


3.05Legends.
The Purchasers hereby agree with the Company that the Shares will bear the following legend or one that is substantially similar
to the following legend:


 


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 EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE SELLERS AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION
ARE REASONABLY SATISFACTORY TO THE SELLERS, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED
IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS. 


 


3.06Additional
Legend; Consent. Additionally, the Shares will bear any legend required by the “blue sky” laws of any state to
the extent such laws are applicable to the securities represented by the certificate so legended. The Purchasers consent to the
Company making a notation on its records or giving instructions to any transfer agent of Shares in order to implement the restrictions
on transfer of the Common Shares.


 



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Article
IV

CLOSING CONDITIONS; CLOSING DELIVERIES; POST CLOSING COVENANTS


 


4.01Conditions
of Purchaser’s Obligations at Closing. The obligation of Purchasers to purchase and pay for the Shares at the Closing
is subject to the fulfillment as of the Closing Date of the following conditions, to the Purchasers’ satisfaction or waiver
in its sole and absolute discretion:


 


(a)Representations,
Warranties; Obligations. The Sellers’ and the Company’s representations and warranties contained in this
Agreement shall be true, complete and correct at and as of the Closing Date (both immediately prior to and immediately after
giving effect to the transactions contemplated by this Agreement and the other Transaction Documents) and the Sellers and the
Company shall have duly performed and complied with all covenants and obligations required by this Agreement or the other
Transaction Documents to be performed or complied with by it on or before the Closing Date.


 


(b)Absence
of Litigation. No action or proceeding shall be pending or ongoing by or before any court or other governmental or administrative
body or agency (i) seeking to restrain, enjoin, prohibit or invalidate any of the transactions contemplated by this Agreement
and the other Transaction Documents, (ii) to deregister the Common Stock, (iii) to make the Common Stock not DTC eligible, or
(iv) to remove the Common Stock from the OTCBB.


 


(c)No
Changes. No change has occurred since the filing of the Company’s last Annual Report on Form 10-K with the SEC that
the Purchaser believes could affect the Company.


 


(d)Certain
SEC Filings. The Company shall have filed with the SEC through and including the Closing Date, all periodic reports required
to be filed by it under SEC rules and regulations including, but not limited to (i) all Current Reports on Form 8-K, and (ii)
all Quarterly Reports on Form 10-Q.


 


(e)Sellers’
and the Company’s Closing Deliveries. The Sellers and the Company shall have delivered to Purchasers all of the following
documents and instruments:


 


(i)this
Agreement and the other Transaction Documents to which the Sellers and the Company are a party, duly executed by Sellers and the
Company;


 


(ii)stock
certificate or certificates representing the Shares, along with stock powers with signature guarantee acceptable to the Company’s
transfer agent, representing the Shares, endorsed in favor of the name or names as designated by Purchaser or left blank, as may
be requested by the Purchaser;


 


(iii)executed
resignation letters from Alex Jen resigning as the sole officer of the Company, effective as of the Closing Date. Alex Jen shall
remain as Director of the Company;


 


(iv)executed
resignation letters from Gary A. Tickel resigning as Director of the Company, effective as of the Closing Date;


 


(v)executed
resolutions of the Company’s board of directors appointing Henry Lee as a Director, President, Chief Executive Officer and
Chief Financial Officer of the Company, effective as of the Closing Date;


 






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(vi)all
of the original business and corporate records of the Company, including, but not limited to, correspondence (including correspondence
with FINRA, the SEC, State securities regulators, blue sky filings and all other regulatory and governmental entities) files,
bank statements, the Articles of Incorporation (filed with the Secretary of State of the State of Delaware in September 2003,
which Certificate of Incorporation have not been amended) and the By-Laws (which have not been amended) of the Company, checkbooks,
savings account books, minutes of shareholder and directors meetings or written consents, financial statements, shareholder listings,
stock transfer records, agreements and contracts that exist and such other documents as the Purchaser shall reasonably request;


 


(vii)correspondence
relating to listing of the Company’s Common Stock on the OTCBB;


 


(viii)all
correspondence and documents with and between the Company and its auditors;


 


(ix)certificate
of Good Standing from the Secretary of State of Delaware dated within five (5) business days of the Closing Date;


 


(x)current
certified shareholder list from the Company’s transfer agent;


 


(xi)the
Company’s EDGAR filing codes;


 


(xii)all
other books and records of the Company, including bank statements, bank records and DTC Reports; and


 


such
other documents of the Company as may be reasonably required by Purchasers which shall not cause the Sellers unreasonable hardship; 


 


4.02Conditions
of Sellers’ and the Company’s Obligations at Closing. The obligation of the Sellers and the Company to complete
the Acquisition and sell the Shares to the Purchasers is subject to the fulfillment as of the Closing Date of the following conditions,
to Seller’s satisfaction or waiver in their sole and absolute discretion:


 


(a)Representations,
Warranties; Obligations. Each of the Purchasers’ representations and warranties contained in this Agreement shall be
true, complete and correct at and as of the Closing Date (both immediately prior to and immediately after giving effect to the
transactions contemplated by this Agreement and the other Transaction Documents) and the Purchasers shall have duly performed
and complied with all covenants and obligations required by this Agreement or the other Transaction Documents to be performed
or complied with by it on or before the Closing Date.


 


(b)Absence
of Litigation. No action or proceeding shall be pending or ongoing by or before any court or other governmental or administrative
body or agency seeking to restrain, enjoin, prohibit or invalidate any of the transactions contemplated by this Agreement and
the other Transaction Documents.


 






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(c)Purchasers’
Closing Deliveries. Purchasers shall have delivered to Sellers all of the following documents and instruments:


 


(i)this
Agreement and the other Transaction Documents to which the Purchasers are a party, duly executed by the Purchasers; and


 


(ii)the
Purchase Price.


 


4.03Post-Closing
Covenants.


 


(a)Filings
with Government Agencies. No later than the last day required by SEC rules and regulations from the Closing Date, the Purchasers
shall file the Current Report on Form 8-K with the SEC, disclosing the Acquisition, the change of control of the Company and such
other items required to be disclosed pursuant to SEC rules and regulations.


 


Article
V

REMEDIES


 


5.01Termination.
In addition to any other remedies, the Purchasers may terminate this Agreement, if at the Closing, the Sellers have failed to
comply with all material terms of this Agreement, including but not limited to, all conditions to Closing as set forth in Section
4.01 hereof, has failed to supply any documents required by this Agreement unless they do not exist, or has failed to disclose
any material facts which could have a material adverse effect on the Company, or on Purchasers’ acquiring good title to
the Shares, or on any part of this transaction. The Sellers may terminate this Agreement, if at the Closing, the Purchasers have
failed to comply with all material terms of this Agreement, including but not limited to, all conditions to Closing as set forth
in Section 4.02 hereof, have failed to supply any documents required by this Agreement unless they do not exist.


 


5.02Indemnification.
From and after the Closing, the Parties, jointly and severally, agree to indemnify the other against all actual losses, damages
and expenses including, but not limited to, legal fees and expenses caused by (i) any material breach of this Agreement by them
or any material misrepresentation contained herein including any representation and/or warranty, or (ii) any misstatement of a
material fact or omission to state a material fact required to be stated herein or necessary to make the statements herein not
misleading.


 


5.03Indemnification
Non-Exclusive The foregoing indemnification provision is in addition to, and not derogation of any statutory, equitable or
common law remedy any party may have for breach of representation, warranty, covenant or agreement.


 




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Article
VI

MISCELLANEOUS


 


6.01Captions
and Headings. The article and paragraph headings throughout this Agreement are for convenience and reference only, and shall
in no way be deemed to define, limit, or add to the meaning of any provision of this Agreement.


 


6.02Amendments.
This Agreement and any provision hereof, may be waived, changed, modified, or discharged, only by an agreement in writing signed
by the Party against whom enforcement of any waiver, change, modification, or discharge is sought.


 


6.03Non
Waiver. Except as otherwise expressly provided herein, no waiver of any covenant, condition, or provision of this Agreement
shall be deemed to have been made unless expressly in writing and signed by the party against whom such waiver is charged; and
(i) the failure of any party to insist in any one or more cases upon the performance of any of the provisions, covenants, or conditions
of this Agreement or to exercise any option herein contained shall not be construed as a waiver or relinquishment for the future
of any such provisions, covenants, or conditions, (ii) the acceptance of performance of anything required by this Agreement to
be performed with knowledge of the breach or failure of a covenant, condition, or provision hereof shall not be deemed a waiver
of such breach or failure, and (iii) no waiver by any party of one breach by another party shall be construed as a waiver with
respect to any other or subsequent breach.


 


6.04Entire
Agreement. This Agreement, including any and all attachments hereto, if any, contain the entire Agreement and understanding
between the parties hereto, and supersede all prior agreements and understandings.


 


6.05Partial
Invalidity. In the event that any condition, covenant, or other provision of this Agreement is held to be invalid or void
by any court of competent jurisdiction, it shall be deemed severable from the remainder of this Agreement and shall in no way
affect any other condition, covenant or other provision of the Agreement. If such condition, covenant, or other provision is held
to be invalid due to its scope or breadth, it is agreed that it shall be deemed to remain valid to the extent permitted by law.


 


6.06Counterparts.
This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument. Facsimile signatures will be acceptable to all parties.


 






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6.07Notices.
All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have
been duly given on the date of service if served personally on the party to whom notice is to be given, or on the third day after
mailing if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, or
on the second day if faxed, and properly addressed or faxed as follows:


 








If
to the Purchaser: 


To
the names and addresses as listed on Schedule I.


 


If
to the Sellers: 


To
the names and addresses as listed on Schedule II. 


 


If
to the Company: 


ACE
Consulting Management, Inc. 


923
East Valley Blvd, Suite 103B 


San
Gabriel, CA 91776 


Attn:
Alex Jen, President 


Phone:
(626) 307-2273


  


With
a copy to (which shall not constitute notice): 


Szaferman
Lakind Blumstein & Blader, PC 


101
Grovers Mill Road 


Second
Floor 


Lawrenceville,
NJ 08648 


Attn:
Gregg E. Jaclin, Esq. 


Phone:
(609) 275-0400 


Fax:
(609) 555-0969


  


6.08Binding
Effect. This Agreement shall inure to and be binding upon the heirs, executors, personal representatives, successors and assigns
of each of the Parties to this Agreement


 


6.09Effect
of Closing. All representations, warranties, covenants, and agreements of the parties contained in this Agreement, or in any
instrument, certificate, opinion, or other writing provided for in it, shall be true and correct as of the Closing and shall survive
the Closing of this Agreement for a period of three (3) years.


 


6.10Mutual
Cooperation. The Parties hereto shall cooperate with each other to achieve the purpose of this Agreement, and shall execute
such other and further documents and take such other and further actions as may be necessary or convenient to effect the transaction
described herein.


 


6.11Governing
Law. This Agreement shall be governed by and construed solely and exclusively in accordance with the internal laws of the
State of Delaware without regard to the conflicts of laws principles thereof. The parties hereto hereby expressly and irrevocably
agree that any suit or proceeding arising directly and/or indirectly pursuant to or under this Agreement shall be brought solely
in a federal or state court located in the State of New York. By its execution hereof, the parties hereby covenant and irrevocably
submit to the in personam jurisdiction of the federal and state courts located in the State of New York and
agree that any process in any such action may be served upon any of them personally, or by certified mail or registered mail upon
them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in New York,
New York. The parties hereto expressly and irrevocably waive any claim that any such jurisdiction is not a convenient forum for
any such suit or proceeding and any defense or lack of in personam jurisdiction with respect thereto. In the event
of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other party hereto of all
of its reasonable counsel fees and disbursements.


 






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ARTICLE
VII 


ADDITIONAL
AGREEMENTS 


 


8.1
Expenses. Whether or not this Agreement is consummated, all costs and expenses incurred in connection with this Agreement
and the transactions contemplated hereby, shall be paid by the Party incurring such expenses. 


 


8.2Review
of Information. Subject to applicable laws relating to the exchange of information, each Party shall have the right to review
in advance, and to the extent practicable, each will consult with the other about all information relating to that appears in
any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with this
Agreement. In exercising the foregoing right, each of the Parties shall act reasonably and as promptly as practicable.


  


[Signature
Page to Follow]


 






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IN
WITNESS WHEREOF, this Agreement has been duly executed by the Parties hereto as of the date first written above.


 


	 	SELLERS:
	 	 
	 	/s/ Chi
    Ming Chen
	 	Chi
    Ming Chen
	 	 	 
	 	/s/ Alex Jen
	 	Alex Jen
	 	 	 
	 	/s/ Shu Chyn Suen
	 	Shu Chyn Suen
	 	 	 
	 	/s/ Esther Pranolo 
	 	Esther Pranolo
	 	 	 
	 	THE
    COMPANY:
	 	 
	 	ACE
    CONSULTING MANAGEMENT INC.
	 	 	 
	 	By:	/s/
    Alex
    Jen 
	 	Name:	Alex
    Jen
	 	Title:	President







 









    	16



    	 



    




 


	 	PURCHASERS:
	 	 
	 	/s/ Wen-Ling
    Chen
	 	Wen-Ling
    Chen
	 	 	 
	 	/s/ Ting-Wei Lee
	 	Ting-Wei
    Lee
	 	 
	 	Rostar
    International Holdings Ltd.
	 	 	 
	 	/s/ Chang Jung Lee
	 	Name:	Chang
    Jung Lee
	 	Title:	 
	 	 	 
	 	Ever
    Gold Inc.
	 	 	 
	 	/s/ Chang Jung Lee
	 	Name:	Chang
    Jung Lee
	 	Title:	 
	 	 	 
	 	Pan
    Asia Holding Corp.
	 	 	 
	 	/s/ Henry Lee 
	 	Name:	Henry
    Lee
	 	Title:	 







 




    	17



    	 



    


  


SCHEDULE
I 


Sellers


 


	Seller
    Name	 	Number
    of Shares	 
	Chi Ming Chen   
C/O
    923 E. Valley Bl. #106 

San Gabriel, CA 91776	 	 	17,960,000	 
	Alex
Jen 
 711
N. 1st Ave. 
 Arcadia,
                                         CA 91006
	 	 	5,200,000	 
	Shu Chyn Suen   
18913 E.
    Bently Pl.   
Rowland Hts, CA 91748	 	 	5,000,000	 
	Esther Pranolo   
2115 Sherwood
    Road   
San Marino, CA 91108	 	 	1,156,924	 
	 	 	 	 	 
	Total	 	 	29,316,924	 




 




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SCHEDULE
II 


Purchasers 




 


	Name	 	# of Shares	 
	Wen-Ling Chen 
3FL, No.4 Alley 22, Lane 40 
Yixing Street, Xizhi District 
New Taipei City, Taiwan	 	 	1,465,846	 
	Ting-Wei Lee 
4 FL, No.4 Alley 35, Lane 179 
Nei Hu Road., Sec.2 
Taipei, Taiwan	 	 	1,759,015	 
	Rostar International Holdings Ltd. 
Unit D, 5/F, No.430-436 Nathan Road 
Kowloon, Hong Kong 
Attn: Chang Jung Lee	 	 	2,345,354	 
	Ever Gold Inc. 
4FL-2, No.34, lane 253 
Nei Hu Road, Sec.2 
Taipei, Taiwan 
Attn: Chang Jung Lee	 	 	879,508	 
	Pan Asia Holding Corp. 
8FL, No. 167 Chang An E. Road., Sec 2 
Taipei, Taiwan 
Attn: Henry Lee	 	 	22,867,201	 
	 	 	 	 	 
	Total	 	 	29,316,924	 





 


 


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