UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 1, 2019
TKK SYMPHONY ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-38631 | N/A | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
c/o Texas Kang Kai Capital Management (Hong Kong) Limited
2039, 2/F United Center,
95 Queensway Admiralty, Hong Kong
(Address of principal executive offices, including Zip Code)
+852 6212 8493
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Ordinary Shares, par value $0.0001 per share | TKKS | The NASDAQ Stock Market LLC | ||
| Warrants, each exercisable for one-half of one Ordinary Share | TKKSW | The NASDAQ Stock Market LLC | ||
| Rights, each exchangeable into one-tenth of one Ordinary Share | TKKSR | The NASDAQ Stock Market LLC | ||
| Units, each consisting of one Ordinary Share, one Warrant and one Right | TKKSU | The NASDAQ Stock Market LLC |
Item 1.01 Entry Into A Material Definitive Agreement.
As previously disclosed on a current report on Form 8-K filed on September 12, 2019, on September 6, 2019, TKK Symphony Acquisition Corporation, a Cayman Islands exempted company (“TKK Symphony”), entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Glory Star New Media Group Limited, a Cayman Islands exempted company (“Glory Star”), Glory Star New Media (Beijing) Technology Co., Ltd., a wholly foreign-owned enterprise limited liability company (“WFOE”) incorporated in the People’s Republic of China (“PRC”) and indirectly wholly-owned by Glory Star, Xing Cui Can International Media (Beijing) Co., Ltd., a limited liability company incorporated in the PRC (“Xing Cui Can”), Horgos Glory Star Media Co., Ltd., a limited liability company incorporated in the PRC (“Horgos,” and collectively with Xing Cui Can, the “VIEs”, and the VIEs, the WFOE and Glory Star, collectively, the “Glory Star Parties”, and the Glory Star Parties collectively with their respective subsidiaries, the “Glory Star Group”), each of Glory Star’s shareholders (collectively, the “Sellers”), TKK Symphony’s sponsor, TKK Symphony Sponsor 1 (the “Sponsor”), in the capacity as the representative from and after the closing of the Transactions (as defined below) (the “Closing”) for TKK Symphony’s shareholders other than the Sellers (the “Purchaser Representative”), and Zhang Bing, in the capacity as the representative for the Sellers thereunder (the “Seller Representative”). Pursuant to the Share Exchange Agreement, among other things and subject to the terms and conditions contained therein, TKK Symphony will effect an acquisition of the Glory Star Group by acquiring from the Sellers all of the issued and outstanding equity interests of Glory Star (together with the other transactions contemplated by the Share Exchange Agreement, the “Transactions”). Simultaneously with the execution of the Share Exchange Agreement, TKK Symphony, the Purchaser Representative and the Sellers also entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Sellers will hold certain registration rights that obligate TKK Symphony to register for resale under the Securities Act of 1933, as amended (the “Securities Act”), all or any portion of the Exchange Shares (as defined in the Share Exchange Agreement) and Earnout Shares (as defined in the Share Exchange Agreement).
In accordance with the requirements of the Share Exchange Agreement, on November 1, 2019, in connection with the transfer of Glory Star shares by certain of the Sellers, each of the transferees executed and delivered to TKK Symphony and the other parties to the Share Exchange Agreement, a joinder to share exchange agreement (“Joinder to Share Exchange Agreement”) and a joinder to Registration Rights Agreement (“Joinder to Registration Rights Agreement”), agreeing to, among other things, become bound by the terms and conditions of the Share Exchange Agreement and the Registration Rights Agreement, respectively.
Each of the Joinder to Share Exchange Agreement and Joinder to Registration Rights Agreement is filed with this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively and is incorporated herein by reference, and the foregoing description of each of the Joinder to Share Exchange Agreement and Joinder to Registration Rights Agreement is qualified in its entirety by reference thereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Joinder to Share Exchange Agreement, dated November 1, 2019 | |
| 10.2 | Joinder to Registration Rights Agreement, dated November 1, 2019 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TKK Symphony Acquisition Corporation | ||
| Date: November 7, 2019 | By: | /s/ Sing Wang |
| Sing Wang | ||
| Chief Executive Officer | ||
Exhibit 10.1
JOINDER TO SHARE EXCHANGE AGREEMENT
THIS JOINDER TO SHARE EXCHANGE AGREEMENT (this “Joinder”) is made and entered into as of November 1, 2019 by the undersigned parties hereto. Reference is hereby made to that certain Share Exchange Agreement, dated as of September 6, 2019 (as it may be amended from time to time, including by this Joinder, the “Agreement”), by and among: (i) TKK Symphony Acquisition Corporation, a Cayman Islands exempted company (the “Purchaser”); (ii) TKK Symphony Sponsor 1, a Cayman Islands exempted company, in the capacity as the representative from and after the Closing (as defined below) for the shareholders of the Purchaser other than the Sellers and their successors and assigns in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”); (iii) Glory Star New Media Group Limited, a Cayman Islands exempted company (the “Company”); (iv) Glory Star New Media (Beijing) Technology Co., Ltd. (耀世星辉新文娱(北京)科技有限公司), a Wholly Foreign-Owned Enterprise limited liability company incorporated in the People’s Republic of China (“PRC”) and indirectly wholly-owned by the Company (the “WFOE”); (v) Xing Cui Can International Media (Beijing) Co., Ltd. (星璀璨国际传媒(北京) 有限公司), a limited liability company incorporated in the PRC (“Xing Cui Can”); (vi) Horgos Glory Star Media Co., Ltd. (霍尔果斯耀世星辉文化传媒有限公司), a limited liability company incorporated in the PRC (“Horgos”, and together with Xing Cui Can, the “VIEs” and, collectively with the Company and the WFOE, the “Company Parties”); (vii) each of the shareholders of the Company named on Annex I thereto (collectively, the “Sellers”); and (viii) Zhang Bing, in the capacity as the representative for the Sellers in accordance with the terms and conditions of this Agreement (the “Seller Representative”). Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Agreement.
WITNESSETH THAT:
WHEREAS, certain Sellers have assigned some of their Purchased Shares (the “Assignment”) to other Sellers and/or to other persons identified as New Sellers in Schedule A attached hereto (“New Sellers”);
WHEREAS, the New Sellers wish to become parties to the Agreement and bound by the terms thereof as “Seller” parties thereunder in accordance with the terms of the Agreement and this Joinder, and the other parties to the Agreement desire to have the New Sellers become parties to the Agreement as “Seller” parties thereunder in accordance with the terms of the Agreement and this Joinder; and
WHEREAS, the parties wish to accommodate the Assignment pursuant to the terms and conditions of this Joinder.
NOW, THEREFORE, FOR VALUE RECEIVED, and in consideration of the Exchange Shares to be delivered pursuant to the Agreement, the New Sellers hereby agrees as follows:
1. Each New Seller hereby: (i) represents and warrants that New Seller is a bona fide purchaser of the Purchased Shares for value in an arm’s length transaction, (ii) acknowledges that such New Seller has received and reviewed a complete copy of the Agreement, including the exhibits and schedules thereto; and (iii) acknowledges and agrees that upon execution and delivery of this Joinder to the Purchaser, the Company, the Purchaser Representative and the Seller Representative, and their acceptance hereof, such New Seller shall become a party to the Agreement, and will be fully bound by, and subject to, all of the terms and conditions of the Agreement, as amended or modified by this Joinder, as a “Seller” party thereunder as though an original party thereto for all purposes of the Agreement. All references in the Agreement to the term “Sellers” shall be deemed to include the New Sellers who have executed and delivered this Joinder. Without limiting the generality of the foregoing, each New Seller hereby (a) repeats and reaffirms as of the date hereof all covenants and agreements contained in the Agreement and (b) represents and warrants that the representations and warranties made by it as “Sellers” under the Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any portion of any representation and warranty that is already qualified or modified by materiality in the text thereof) as of the date hereof, and as of the Closing Date, except to the extent the same expressly relate to an earlier date.
2. Each New Seller hereby acknowledges and agrees that it is jointly and severally liable for all of the obligations of the Sellers under the Agreement to the same extent and with the same force and effect as if the Seller was one of the existing Sellers under the Agreement and had executed the same as an existing Seller. Except as specifically modified by this Joinder, all of the terms and conditions of the Agreement shall remain unchanged and in full force and effect.
3. The parties hereto hereby agree that, effective upon the execution and delivery of this Joinder by the parties hereto, Annex I to the Agreement is hereby amended to read as set forth on Schedule A hereto.
4. Each New Seller agrees to execute and deliver such further instruments and documents and do such further acts as the Purchaser or the Purchaser Representative may deem reasonably necessary or proper to carry out more effectively the purposes of the Agreement or this Joinder.
5. THIS JOINDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. This Joinder, the Agreement and the Ancillary Documents, together with the other documents or instruments attached hereto or thereto or referenced herein or therein, constitutes the entire agreement by the New Sellers with respect to the subject matter of hereof and thereof, and supersedes all prior agreements and understandings, both oral and written, by the New Sellers with respect to its subject matter. The terms of this Joinder shall be governed by, enforced, construed and interpreted in a manner consistent with the provisions of the Agreement.
[Signature Page Follows]
2
IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Joinder to be executed and delivered by the undersigned or by its duly authorized officer as of the date first written above.
| NEW SELLERS: | ||
| AUSTRALIA EASTERN INVESTMENT PTY LTD. | ||
| By: | /s/ | |
| Name: | ||
| Title: | ||
| /s/ Chung Tung Lin | ||
| Chung Tung Lin | ||
| /s/ Yang Haoyi | ||
| Yang Haoyi | ||
| RING & KING INVESTMENT CO., LIMITED | ||
| By: | /s/ | |
| Name: | ||
| Title: | ||
| /s/ Zhuang Jinbu | ||
| Zhuang Jinbu | ||
| SMART BEST INTERNATIONAL CORPORATION | ||
| By: | /s/ | |
| Name: | ||
| Title: | ||
| /s/ Lu Nan | ||
| Lu Nan | ||
| GRAND TRUTH GROUP LIMITED | ||
| By: | /s/ | |
| Name: | ||
| Title: | ||
| CEL Dynamic Growth Fund | ||
| By: | /s/ | |
| Name: | ||
| Title: | ||
{Signature Page to Joinder to Share Exchange Agreement}
Acknowledged and Accepted as of the date first set forth above:
| THE PURCHASER: | ||
| TKK SYMPHONY ACQUISITION CORPORATION | ||
| By: | /s/ Sing Wang | |
| Name: | Sing Wang | |
| Title: | Chairman and CEO | |
| THE PURCHASER REPRESENTATIVE: | ||
| TKK SYMPHONY SPONSOR 1, solely in its capacity as the Purchaser Representative under the Agreement | ||
| By: | /s/ Sing Wang | |
| Name: | Sing Wang | |
| Title: | Chairman and CEO | |
| THE COMPANY: | ||
| GLORY STAR NEW MEDIA GROUP LIMITED | ||
| By: | /s/ Zhang Bing | |
| Name: | Zhang Bing | |
| Title: | Director | |
{Signature Page to Joinder to Share Exchange Agreement}
| THE WFOE: | ||
| GLORY STAR NEW MEDIA (BEIJING) TECHNOLOGY CO., LTD (耀世星辉新文娱（北京） 科技有限公司) | ||
| By: | /s/ Zhang Bing | |
| Name: | Zhang Bing | |
| Title: | Director | |
| THE VIEs: | ||
| HORGOS GLORY STAR MEDIA CO., LTD. (霍尔果斯耀世星辉文化传媒有限公司) | ||
| By: | /s/ Zhang Bing | |
| Name: | Zhang Bing | |
| Title: | Director | |
| XING CUI CAN INTERNATIONAL MEDIA (BEIJING) CO., LTD. (星璀璨国际传媒(北京)有限公司) | ||
| By: | /s/ Zhang Bing | |
| Name: | Zhang Bing | |
| Title: | Director | |
| THE SELLER REPRESENTATIVE: | ||
| /s/ Zhang Bing | ||
| ZHANG BING, solely in his capacity as the Seller Representative under the Agreement | ||
| THE SELLERS: | ||
| HAPPY STARLIGHT LIMITED | ||
| By: | /s/ Zhang Bing | |
| Name: | Zhang Bing | |
| Title: | Director | |
{Signature Page to Joinder to Share Exchange Agreement}
| ENJOY STARLIGHT LIMITED | ||
| By: | /s/ Lu Jia | |
| Name: | Lu Jia | |
| Title: | Director | |
| FASHION STARLIGHT LIMITED | ||
| By: | /s/ Zhang Ran | |
| Name: | Zhang Ran | |
| Title: | Director | |
| WEALTH STARLIGHT LIMITED | ||
| By: | /s/ Zhang Ronghui | |
| Name: | Zhang Ronghui | |
| Title: | Director | |
| SPARKS STARLIGHT LIMITED | ||
| By: | /s/ Zhang Yinghao | |
| Name: | Zhang Yinghao | |
| Title: | Director | |
| EVEREST STARLIGHT LIMITED | ||
| By: | /s/ Xiao Jiangcong | |
| Name: | Xiao Jiangcong | |
| Title: | Director | |
| STAR TWINKLE LIMITED | ||
| By: | /s/ Jin Hui | |
| Name: | Jin Hui | |
| Title: | Director | |
| RICH STARLIGHT LIMITED | ||
| By: | /s/ Lin Hui | |
| Name: | Lin Hui | |
| Title: | Director | |
{Signature Page to Joinder to Share Exchange Agreement}
| LILLY STARLIGHT LIMITED | ||
| By: | /s/ Li Hanyang | |
| Name: | Li Hanyang | |
| Title: | Director | |
| ONE STARLIGHT LIMITED | ||
| By: | /s/ He Yixing | |
| Name: | He Yixing | |
| Title: | Director | |
| /s/ Xin Ailin | ||
| Xin Ailin | ||
| CB MANAGEMENT ADVISORY LIMITED | ||
| By: | /s/ Chan Yin Tsung | |
| Name: | Chan Yin Tsung | |
| Title: | Director | |
{Signature Page to Joinder to Share Exchange Agreement}
SCHEDULE A
LIST OF SELLERS
| Seller Name | No. of Purchased Shares Held by Seller | Pro Rata Share | ||||||
| Happy Starlight Limited | 738,761 | 36.94 | % | |||||
| Enjoy Starlight Limited | 256,000 | 12.80 | % | |||||
| Australia Eastern Investment Pty Ltd* | 171,600 | 8.58 | % | |||||
| Rich Starlight Limited | 145,551 | 7.28 | % | |||||
| Wealth Starlight Limited | 142,518 | 7.13 | % | |||||
| Sparks Starlight Limited | 102,915 | 5.15 | % | |||||
| Smart Best International Corporation* | 84,455 | 4.22 | % | |||||
| Fashion Starlight Limited | 80,000 | 4.00 | % | |||||
| Chung Tung Lin* | 75,471 | 3.77 | % | |||||
| CEL Dynamic Growth Fund* | 58,823 | 2.94 | % | |||||
| Lilly Starlight Limited | 38,868 | 1.94 | % | |||||
| Star Twinkle Limited | 27,721 | 1.39 | % | |||||
| Zhuang Jinbu* | 18,000 | 0.90 | % | |||||
| One Starlight Limited | 14,151 | 0.71 | % | |||||
| Grand Truth Group Limited* | 13,333 | 0.67 | % | |||||
| Lu Nan* | 13,333 | 0.67 | % | |||||
| Ring & King Investment Co., Limited* | 12,500 | 0.63 | % | |||||
| CB Management Advisory Limited | 4,000 | 0.20 | % | |||||
| Yang Haoyi* | 2,000 | 0.10 | % | |||||
| TOTAL | 2,000,000 | 100.00 | % | |||||
| * | New Sellers |
Exhibit 10.2
JOINDER TO REGISTRATION RIGHTS AGREEMENT
THIS JOINDER TO REGISTRATION RIGHTS AGREEMENT (this “Joinder”) is made and entered into as of November 1, 2019 by the undersigned parties hereto. Reference is hereby made to that certain Registration Rights Agreement, dated as of September 6, 2019 (as it may be amended from time to time, including by this Joinder, the “Agreement”), by and among: (i) TKK Symphony Acquisition Corporation, a Cayman Islands exempted company, which will be known after the consummation of the transactions contemplated by the Share Exchange Agreement (as defined below) as “Glory Star New Media Group Holdings Limited” (including any successor entity thereto, “Purchaser”); (ii) TKK Symphony Sponsor 1, a Cayman Islands exempted company, in the capacity under the Share Exchange Agreement as the Purchaser Representative (including any successor Purchaser Representative appointed in accordance therewith, the “Purchaser Representative”); and (iii) the undersigned parties listed as Investors on Exhibit A thereto (each, an “Investor” and collectively, the “Investors”). Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Agreement.
WITNESSETH THAT:
WHEREAS, certain Investors have assigned some of their equity interest in the Company (the “Assignment”) to other Investors and/or to other persons identified as New Investors in Schedule A attached hereto (“New Investors”);
WHEREAS, the New Investors wish to become parties to the Agreement and bound by the terms thereof as “Investors” parties thereunder in accordance with the terms of the Agreement and this Joinder, and the other parties to the Agreement desire to have the New Investors become parties to the Agreement as “Investor” parties thereunder in accordance with the terms of the Agreement and this Joinder; and
WHEREAS, the parties wish to accommodate the Assignment pursuant to the terms and conditions of this Joinder.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Pursuant to Section 6.2 of the Agreement, each New Investor hereby: (i) acknowledges that such New Investor has received and reviewed a complete copy of the Agreement, including the exhibits and schedules thereto; and (ii) acknowledges and agrees that upon execution and delivery of this Joinder to the Purchaser and the Purchaser Representative, such New Investors shall become a party to the Agreement, and will be fully bound by, and subject to, all of the terms and conditions of the Agreement, as amended or modified by this Joinder, as a “Investor” party thereunder as though an original party thereto for all purposes of the Agreement. All references in the Agreement to the term “Investors” shall be deemed to include the New Investors who have executed and delivered this Joinder.
2. The parties hereto hereby agree that, effective upon the execution and delivery of this Joinder by the parties hereto, Exhibit A to the Agreement is hereby amended to read as set forth on Schedule A hereto.
3. Each New Investor agrees to execute and deliver such further instruments and documents and do such further acts as the Purchaser or the Purchaser Representative may deem reasonably necessary or proper to carry out more effectively the purposes of the Agreement or this Joinder.
4. THIS JOINDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. This Joinder and the Agreement, together with the other documents or instruments attached hereto or thereto or referenced herein or therein, constitutes the entire agreement by the New Investors with respect to the subject matter of hereof and thereof, and supersedes all prior agreements and understandings, both oral and written, by the New Investors with respect to its subject matter. The terms of this Joinder shall be governed by, enforced, construed and interpreted in a manner consistent with the provisions of the Agreement.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Joinder to be executed and delivered by the undersigned or by its duly authorized officer as of the date first written above.
| NEW INVESTORS: | ||
| AUSTRALIA EASTERN INVESTMENT PTY LTD. | ||
| By: | /s/ | |
| Name: | ||
| Title: | ||
| /s/ Chung Tung Lin | ||
| Chung Tung Lin | ||
| /s/ Yang Haoyi | ||
| Yang Haoyi | ||
| RING & KING INVESTMENT CO., LIMITED | ||
| By: | /s/ | |
| Name: | ||
| Title: | ||
| /s/ Zhuang Jinbu | ||
| Zhuang Jinbu | ||
| SMART BEST INTERNATIONAL CORPORATION | ||
| By: | /s/ | |
| Name: | ||
| Title: | ||
| /s/ Lu Nan | ||
| Lu Nan | ||
| GRAND TRUTH GROUP LIMITED | ||
| By: | /s/ | |
| Name: | ||
| Title: | ||
| CEL Dynamic Growth Fund | ||
| By: | /s/ | |
| Name: | ||
| Title: | ||
{Signature Page to Joinder to Registration Rights Agreement}
Acknowledged and Accepted as of the date first set forth above:
| THE PURCHASER: | ||
| TKK SYMPHONY ACQUISITION CORPORATION | ||
| By: | /s/ Sing Wang | |
| Name: | Sing Wang | |
| Title: | Chairman and CEO | |
| THE PURCHASER REPRESENTATIVE: | ||
| TKK SYMPHONY SPONSOR 1, solely in its capacity as the Purchaser Representative under the Agreement | ||
| By: | /s/ Sing Wang | |
| Name: | Sing Wang | |
| Title: | Chairman and CEO | |
| THE INVESTORS: | ||
| HAPPY STARLIGHT LIMITED | ||
| By: | /s/ Zhang Bing | |
| Name: | Zhang Bing | |
| Title: | Director | |
| ENJOY STARLIGHT LIMITED | ||
| By: | /s/ Lu Jia | |
| Name: | Lu Jia | |
| Title: | Director | |
| FASHION STARLIGHT LIMITED | ||
| By: | /s/ Zhang Ran | |
| Name: | Zhang Ran | |
| Title: | Director | |
{Signature Page to Joinder to Registration Rights Agreement}
| WEALTH STARLIGHT LIMITED | ||
| By: | /s/ Zhang Ronghui | |
| Name: | Zhang Ronghui | |
| Title: | Director | |
| SPARKS STARLIGHT LIMITED | ||
| By: | /s/ Zhang Yinghao | |
| Name: | Zhang Yinghao | |
| Title: | Director | |
| EVEREST STARLIGHT LIMITED | ||
| By: | /s/ Xiao Jiangcong | |
| Name: | Xiao Jiangcong | |
| Title: | Director | |
| STAR TWINKLE LIMITED | ||
| By: | /s/ Jin Hui | |
| Name: | Jin Hui | |
| Title: | Director | |
| RICH STARLIGHT LIMITED | ||
| By: | /s/ Lin Hui | |
| Name: | Lin Hui | |
| Title: | Director | |
| LILLY STARLIGHT LIMITED | ||
| By: | /s/ Li Hanyang | |
| Name: | Li Hanyang | |
| Title: | Director | |
| ONE STARLIGHT LIMITED | ||
| By: | /s/ He Yixing | |
| Name: | He Yixing | |
| Title: | Director | |
| /s/ Xin Ailin | ||
| Xin Ailin | ||
| CB MANAGEMENT ADVISORY LIMITED | ||
| By: | /s/ Chan Yin Tsung | |
| Name: | Chan Yin Tsung | |
| Title: | Director | |
{Signature Page to Joinder to Registration Rights Agreement}