Exchange. On the terms and subject to the conditions set forth in this Agreement, at the Closing # Shareholders will sell, convey, transfer and assign to Hainan ​, free and clear of all liens, pledges, encumbrances, changes, restrictions or known claims of any kind, nature or description, and ​ will purchase and accept from Shareholders, 74.52% of currently issued and outstanding equity of AUFP, in the aggregate (the “AUFP Equity”), in the individual amounts as set forth on [Schedule A], and # in exchange for the transfer of such securities by the Shareholders, ​ will sell, convey, transfer and assign to Shareholders or the third party Shareholders appoint, and Shareholders will purchase and accept from ​, fourteen million (10,432,800) newly-issued shares of common stock of ​, par value $0.001, in the aggregate (the “​ Shares”), in the individual amounts as set forth on [Schedule A] (such exchange referred to herein as the “Exchange”). Upon completion of the Exchange, 74.52% of AUFP Equity shall be held by ​ through Hainan ​. ​ Shares will be 100% of issued and outstanding shares of common stock of ​, par value $0.001.

Transfer of AUFP Equity. The AUFP Equity owned by such Shareholder will, at the Closing, be validly transferred to Hainan ​ free and clear of any encumbrances and from all taxes, liens and charges with respect to the transfer thereof and such shares of common stock of AUFP shall be fully paid and non-assessable with the holder being entitled to all rights accorded to a holder of shares of AUFP common stock.