Item 1.01 Entry Into A
Material Definitive Agreement.
1.
San
Lotus Holding Inc. acquires all of outstanding shares of AHI Film Inc.
On
August 31, 2016, we entered into an agreement to purchase stock
& creditor’s right (the “Agreement I”) with Chang, Hsin-Yu
(the “Seller”), the sole shareholder of AHI Film Inc., to
purchase the outstanding
10,000
shares of AHI
Film Inc. (the “AHI Film Shares”) in exchange for US$
1
, and the closing of transaction under Agreement I shall be
held on January 1, 2017.
The table below details the
proportion of ownership of the Seller had in AHI
Film.
Seller
|
|
AHI Film
Shares
|
|
Percentage
|
Chang, Hsin-Yu
|
|
10,000
|
|
100%
|
The following table lists
each of our officers and directors and details their relationship to AHI
Film Inc:
Name of
natural person affiliate
|
San Lotus
Holding Inc.
|
AHI Film Inc.
|
Chen,
Kuan-Yu
|
Chairman/Secretary/Director
|
Secretary
|
Lin,
Mu Chen
|
CFO
|
-
|
Kwong,
Edwin
|
Director
|
-
|
Chen,
Chuan-Chung
|
Director
|
-
|
Yu,Chien-Yang
|
-
|
CEO/CFO/Director
|
A description of the
specific terms and conditions of the agreements related to this transaction are
set forth in the Agreement I, attached hereto as Exhibit
10.1.
2.
San Lotus
Holding Inc. acquires all of outstanding shares of AHI Records Inc.
On August
31, 2016, we entered into an agreement to purchase stock
& creditor’s right (the “Agreement II”) with Chang, Hsin-Yu
(the “Seller”), the sole shareholder of AHI Records Inc., to
purchase 10,000 shares of AHI Records Inc. (the “AHI Records Shares”) in
exchange for US$1, and the closing of transaction under Agreement II shall be
held on January 1, 2017.
The table below details the
proportion of ownership after the subscription agreement is closed:
Seller
|
|
AHI Records Shares
|
|
Percentage
|
Chang,
Hsin-Yu
|
|
10,000
|
|
100%
|
The following table lists
each of our officers and directors and details their relationship to AHI
Records Inc:
Name of
natural person affiliate
|
San Lotus
Holding Inc.
|
AHI Records Inc.
|
Chen,
Kuan-Yu
|
Chairman/Secretary/Director
|
Secretary
|
Lin,
Mu Chen
|
CFO
|
-
|
Kwong,
Edwin
|
Director
|
-
|
Chen,
Chuan-Chung
|
Director
|
-
|
A
description
of the specific terms and conditions of the agreements related to this
transaction are set forth in the agreement of assignment,
assumption and release, attached hereto as Exhibit 10.2.
3.
San
Lotus Holding Inc. acquires all of outstanding shares of San Lotus Holding Inc.
registered in
British Virgin Islands.
On August
31, 2016, we entered into a stock purchase agreement (the “Agreement
III”) with Chang, Hsin-Yu (the “Seller”), the sole shareholder of San Lotus
Holding Inc. registered in
British Virgin Islands (the “BVI Company”)
, to purchase the
outstanding
50,000
shares of BVI Company (the “BVI Shares”) in exchange for US$
1,
and the closing of transaction under Agreement III shall
be held on January 1, 2017.
The table below details the
proportion of ownership of the Seller had in BVI
Company:
Seller
|
|
BVI Shares
|
|
Percentage
|
Chang, Hsin-Yu
|
|
50,000
|
|
100%
|
A description of the specific terms and
conditions of the agreements related to this transaction are set forth in the agreement of assignment,
assumption and release, attached hereto as Exhibit 10.3.