Exhibit 10.1
THIS SUBSCRIPTION AGREEMENT (THIS "AGREEMENT") RELATES TO AN OFFER AND SALE OF
SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS
DEFINED HEREIN) PURSUANT TO REGULATION S (AS DEFINED HEREIN) UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT").
NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS, AND,
UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN
THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE
WITH THE PROVISIONS OF REGULATION S UNDER THE SECURITIES ACT, PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS.
SUBSCRIPTION AGREEMENT
This SUBSCRIPTION AGREEMENT (this "Agreement") is dated as of November 21 2017
(the "Execution Date") by and between Asia Equity Exchange Group, Inc., a Nevada
corporation (the "Company"), and Zhou, Yanru (the "Purchaser").
W I T N E S S E T H:
WHEREAS, subject to the terms and conditions set forth in this Agreement and
pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the
"Securities Act") and/or Rule 506 promulgated thereunder, the Company desires to
issue and sell to the Purchaser, and the Purchaser, severally and not jointly
with other purchasers, desires to purchase from the Company, securities of the
Company as more fully described in this Agreement;
WHEREAS, the offer and sale of the Shares by the Company (the "Offering") is
being made in reliance upon the provisions of Regulation S ("Regulation S")
promulgated by the Securities and Exchange Commission (the "SEC") under the
Securities Act; and
NOW, THEREFORE, in consideration of and subject to the mutual agreements, terms
and conditions herein contained, the receipt and sufficiency of which are hereby
acknowledged, the Company and Purchaser agree as follows:
1. PURCHASE AND SALE OF COMMON STOCK
1.1 Purchase and Sale of Common Stock. Subject to the terms and conditions set
forth herein, the Company is offering to the Purchaser the number of Common
Stock of the Company, par value $0.001 (the "Common Stock"), set forth on the
signature page herein at a price of $3.5 per share of the Common Stock (the unit
price per share, the "Purchase Price Per Share" and the total price, the
"Purchase Price"). The Common Stock are sometimes collectively referred to
herein as the "Shares."
1.2 Closing. The closing of the transactions contemplated hereby shall take
place on a rolling close basis as agreed by the Company and each Purchaser (each
closing being called the "Closing" and such date and time being called the
"Closing Date").
1
(a) At the Closing, subject to Section 2 below, the Purchaser shall pay the
remainder of the Purchase Price in immediately available funds or a certified
check, bank