On May 7, 2020, Color Star Technology Co., Ltd., a Cayman Islands company (the “Company,” “Color Star,” or “HHT”), entered into certain Share Exchange Agreement (“Exchange Agreement”) with Color China Entertainment Limited (“Color China”), a Hong Kong limited company, and certain shareholders of Color China (the “Sellers”), pursuant to which, among other things and subject to the terms and conditions contained therein, the Company will acquire all of the outstanding issued shares and other equity interests in Color China from the Sellers (the “Acquisition”).
Pursuant to the Exchange Agreement, in exchange for all of the outstanding shares of Color China, the Company will issue 4,633,333 ordinary shares of the Company (the “Exchange Shares”) and pay an aggregate of two million U.S. Dollars (“Cash Considerations”) to the Sellers. The Exchange Shares and Cash Considerations will be allocated among the Sellers pro-rata based on each Seller’s ownership of Color China prior to the closing.
Headquartered in Hong Kong, China, Color China is an emerging performance equipment and music education provider with a significant collection of performance specific assets and unique experience in working with many renowned artists.
Immediately after the Acquisition, Color Star will own 100% of Color China. The Sellers will own approximately 21% of Color Star and existing Color Star shareholders will own approximately 79% of the Company, assuming no additional equity securities are issued between the date of the Exchange Agreement and the date of the closing of the transaction contemplated by the Exchange Agreement.