Item 1.01 Entry into a Material Definitive Agreement.

On June 8, 2020, CHINA FOODS HOLDINGS LTD. ("we", "us" or the "Company"), executed a Share Exchange Agreement ("the "Share Exchange Agreement") with Elite Creation Group Limited, a private limited company organized under the laws of British Virgin Islands ("ECGL"), and shareholders holding 100% of the issued and outstanding securities of EGCL (collectively, the "EGCL Shareholders"). Pursuant to the Share Exchange Agreement, we purchased 50,000 ordinary shares of EGCL (the "EGCL Shares"), representing 100% of the issued and outstanding ordinary shares of EGCL. As consideration, we agreed to issue to the EGCL Shareholders 15,000,000 shares of our common stock, at a value of US $0.32 per share, for an aggregate value of US$4,800,000 (the "Shares"). The parties are entitled to terminate the Share Exchange Agreement if closing has not occurred on or prior to September 30, 2020. The consummation of the transactions contemplated in the Share Exchange Agreement is subject to normal and customary conditions precedent including, without limitation, satisfactory due diligence of ECGL by the Company. It is our understanding that the ECGL Shareholders are not U.S. Persons within the meaning of Regulations S. Accordingly, the Shares will be sold pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation S promulgated thereunder. The foregoing description of the Share Exchange Agreement is qualified in its entirety by reference to the Share Exchange Agreement, which is filed as Exhibit 10.1 to this Current Report and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.





Exhibit
Number    Description of Exhibit
 10.1       Share Exchange Agreement, dated June 8, 2020, by and between China
          Foods Holdings Limited, Elite Creation Group Limited and certain
          shareholders of Elite Creation Group Limited

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