Item 1.01Entry into a Material Definitive Agreement.

In December 2019, Ando Holdings Ltd. (the "Company"), a Nevada corporation, entered into several securities purchase agreements (the "Securities Purchase Agreements") with a batch of accredited investors (the "Lenders"), pursuant to which the Company issued promissory notes for an aggregate of $1,070,000 (the "Outstanding Balance"), with an interest rate of 10% per annum (the "Note"). The Outstanding Balance of the Notes are to be paid within one year beginning from the effective dates of the notes ("Maturity Dates"). The Notes contain an auto renewal clause for one year if the Lender fails to provide notice for redemption on or before 30 days from the Maturity Date. Subject to the terms and conditions set forth in the Note, the Company may prepay all or any portion of the Outstanding Balance of the Note at any time on or before 90 days from the Maturity Date without penalty. Conversely, the Lender may redeem the Note at any time before the Maturity Date, by accepting 90% partial or full Outstanding Balance and giving the Company not less than 30 days' written notice stating the redemption amount and wiring information to the Company. Upon the occurrence of an event of default, the Outstanding Balance shall maintain at the Outstanding Balance immediately prior to the occurrence of the event of default and the Outstanding Balance shall become immediately due and payable. The corresponding issuances are listed as follows.





    Name of Lender    Effective Date Outstanding Balance ($)     Maturity Date
    Chang Ruei Yu   December 6, 2019              350,000.00  December 6, 2020
    Liao Shu Hua    December 9, 2019               50,000.00  December 9, 2020
    Chen Hsuan Yi   December 9, 2019               60,000.00  December 9, 2020
    Jean Mei Ing   December 10, 2019               50,000.00 December 10, 2020
    Lin Po Chung   December 10, 2019              240,000.00 December 10, 2020
    Lee Hsiu Kung  December 13, 2019               70,000.00 December 13, 2020
    Wu Tai Lin     December 16, 2019               50,000.00 December 16, 2020
    Huang Yu       December 16, 2019              100,000.00 December 16, 2020
    Lin Cheng Yu   December 17, 2019              100,000.00 December 17, 2020

Unless specifically defined herein, the capitalized terms shall have the meanings as defined in the respective documents attached herein. The forgoing terms are qualified in their entirety by the actual Securities Purchase Agreement and the Note attached herein as Exhibits 10.1 and 10.2, respectively.

Item 9.01Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.   Exhibits

  10.1        Sample Securities Purchase Agreement

  10.2        Sample Promissory Note Agreement





















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