Item 1.01 Entry into a Material Definitive
Agreement
On July 31, 2022, the Board of Directors (the
“Board”) of Gushen, Inc. (“Gushen” or the “Company”) approved the entry by the Company into several
service provider collaboration agreements (the “Collaboration Agreements”, each a “Collaboration Agreement”) with
Beijing Zhuoxun Century Culture Communication Co., Ltd. (“Zhuoxun Beijing”), an entity incorporated in the People’s
Republic of China (“PRC”) and several service providers (the “Service Providers”, each a “Service Provider”),
under which the Service Providers will provide certain sales, marketing and promotion services for Zhuoxun Beijing across different regions
of China, in exchange for certain monetary and securities compensation.
As previously disclosed in the Company’s
Annual Report on Form 10-K filed on January 13, 2022, the Company completed a share exchange with Dyckmanst
Limited, a British Virgin Islands company (“Dyckmanst Limited”) on July 30, 2021. As a result, the Company has assumed the
business of Dyckmanst Limited. Through certain overseas subsidiaries and contractual arrangements, the Company is able to consolidate
the financial results of Zhuoxun Beijing and its subsidiaries in accordance with US GAAP as the primary beneficiary.
The Service Providers include Luohe Jiusheng Education
Technology Co., Ltd., Zhumadian Yixun Education Information Consulting Co., Ltd., Luohe Zhengxun Education Technology Co., Ltd., Xiamen
Maishuxiu Education Consulting Co., Ltd., Jincheng Outstanding Culture Media Co., Ltd., Wuyang Rongxing Culture Communication Co., Ltd.,
Zhengzhou Dingxun Culture Communication Co., Ltd., Sanmenxia Lingxun Culture Communication Co., Ltd., Xinxiang Chengxun Network Technology
Co., Ltd., Luoyang Zhengxun Culture Communication Co., Ltd., Wuyang County Zhixue Culture Technology Co., Ltd., Henan Zhuoxun Culture
Communication Co., Ltd.. Each of these Service Providers is an independent company incorporated in the PRC and has no affiliation with
either the Company, Zhuoxun Beijing, or any of the Company’s or Zhuoxun Beijing’s subsidiaries and affiliates.
The substance of each Collaboration Agreement
is identical, with the exceptions that the name of the Service Provider in each Collaboration Agreement and the defined Service Region
(defined below) for each Service Provider are different.
Pursuant to the terms of each Collaboration Agreement,
each Service Provider shall: (i) provide marketing promotions for Zhuoxun Beijing’s products and services, including Zhuoxun Beijing’s
family education online and offline training courses, mobile applications and anti-addiction mobile devices; (ii) collaborate with Zhuoxun
Beijing to solicit and facilitate sales of such products and services; (iii) provide logistic support for organizing offline training
lectures and courses; and (iv) coordinate customer services with Zhuoxun Beijing. Each Service Provider is only authorized to conduct
such activities provided in each Collaboration Agreement in a prescribed region in the PRC (usually limited to particular cities, counties
or administrative subdivisions of a particular province) (each a “Service Region”). In exchange for its services under each
Collaboration Agreement, each Service Provider will receive 60% of all revenues (the “Revenues”) generated under the Collaboration
Agreement within each Service Region.
In addition, the Collaboration Agreement provides
for an assessment period (the “Assessment Period”) between August 1, 2022 and July 31, 2023, during which the Revenues generated
by each Service Provider will be ranked by Zhuoxun Beijing. At the end of the Assessment Period, those Service Providers whose Revenues
rank among the top 10 of all Service Providers would receive, and Gushen will issue to such Service Providers, certain amount of shares
(the “Granted Shares”) of Gushen’s common stock (the “Common Stock”) based on the calculation as provided
in the Collaboration Agreement.
The foregoing summary of the Collaboration Agreements
does not purport to be complete and is subject to, and qualified in its entirety by, the Collaboration Agreements, a form of which is
attached as Exhibit 10.1 hereto and is incorporated herein by reference.