GUSHEN, INC : Unregistered Sale of Equity Securities, Financial Statements and Exhibits (form 8-K)

Item 3.02 Unregistered Sales of Equity Securities.

On March 31, 2023, the Board of Directors of Gushen, Inc. (the "Company") approved the issuance under the Company's Equity Incentive Plan (the "EIP") of an aggregate of 12,618,523 restricted shares of common stock to certain employees (the "Participants") of Edeschler Limited, the Company's Hong Kong subsidiary, pursuant to certain stock award agreement (collectively the "Award Agreements", each an "Award Agreement") with each of the Participants. A form of the Award Agreements is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

Pursuant to the terms of the EIP and each Award Agreement, the Company will issue the following numbers of shares to the Participants:

  Name in             Position held at               Number of         Grant       Vesting

English Name Edeschler Limited Restricted Shares Date Date Yansong Dong Business Development Manager 792,757 03/31/2023 06/30/2023

Caiqin He Business Development Manager 336,636 03/31/2023 06/30/2023

Fei He Business Development Manager 153,895 03/31/2023 06/30/2023 Hongbin Guo Business Development Manager 342,549 03/31/2023 06/30/2023

Yanke Chen Business Development Manager 73,412 03/31/2023 06/30/2023

Wenman Cao Business Development Manager 750,159 03/31/2023 06/30/2023

Aiping Xia Business Development Manager 146,965 03/31/2023 06/30/2023

Yong Li Business Development Manager 1,614,332 03/31/2023 06/30/2023 Yulong Wang Business Development Manager 163,486 03/31/2023 06/30/2023 Kuisheng Cui Business Development Manager 542,418 03/31/2023 06/30/2023 Zenggao Wang Business Development Manager 271,618 03/31/2023 06/30/2023 Fengying Yu Business Development Manager 191,174 03/31/2023 06/30/2023

Hua Jiang Business Development Manager 146,965 03/31/2023 06/30/2023

Juncai Yu Business Development Manager 2,906,251 03/31/2023 06/30/2023 Shouren Liu Business Development Manager 468,834 03/31/2023 06/30/2023

Jihuan Liu Business Development Manager 92,245 03/31/2023 06/30/2023 Changhe Wang Business Development Specialist 159,949 03/31/2023 06/30/2023 Guangfu Liu Business Development Specialist 159,949 03/31/2023 06/30/2023

Zuofu Xue Business Development Specialist 30,612 03/31/2023 06/30/2023

Quanwei He Business Development Specialist 30,612 03/31/2023 06/30/2023

Zhouxuan Business Development Specialist 30,612 03/31/2023 06/30/2023

Liang

Yanxia Liu Business Development Specialist 76,947 03/31/2023 06/30/2023

Jing Shen Business Development Specialist 171,274 03/31/2023 06/30/2023

Yongsheng Business Development Specialist 53,582 03/31/2023 06/30/2023

Gao

Shunbao Business Development Specialist 53,582 03/31/2023 06/30/2023

Xiong

Cuifang Business Development Specialist 53,582 03/31/2023 06/30/2023

Zhang

Yidan Wang Business Development Specialist 53,582 03/31/2023 06/30/2023 Suxia Zhang Business Development Specialist 53,582 03/31/2023 06/30/2023

Xiaoru Li Business Development Specialist 53,582 03/31/2023 06/30/2023

Xuanrang Business Development Specialist 53,582 03/31/2023 06/30/2023

Wang

Qiuhua Sun Business Development Specialist 134,527 03/31/2023 06/30/2023

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 Xiangbin Pan    Business Development Specialist   134,527   03/31/2023   06/30/2023
  Huifang Yu     Business Development Specialist   134,527   03/31/2023   06/30/2023
 Yuanqing Liu    Business Development Specialist   134,527   03/31/2023   06/30/2023
  Heling Li      Business Development Specialist   134,527   03/31/2023   06/30/2023
  Wenlan Gao     Business Development Specialist   134,527   03/31/2023   06/30/2023
 Haixia Wang     Business Development Specialist   20,435    03/31/2023   06/30/2023
 Minjie Yuan     Business Development Specialist   20,435    03/31/2023   06/30/2023
 Yongshe Wang    Business Development Specialist   20,435    03/31/2023   06/30/2023
 Xianxia Hou     Business Development Specialist   20,435    03/31/2023   06/30/2023
   Wene Shi      Business Development Specialist   54,241    03/31/2023   06/30/2023
   Fatai Ru      Business Development Specialist   54,241    03/31/2023   06/30/2023
 Longshe Wang    Business Development Specialist   54,241    03/31/2023   06/30/2023
 Caihong Wang    Business Development Specialist   54,241    03/31/2023   06/30/2023
Xiaofen Zhang    Business Development Specialist   54,241    03/31/2023   06/30/2023
 Zhiceng Chen    Business Development Specialist   33,952    03/31/2023   06/30/2023
Yangpeng Zhang   Business Development Specialist   33,952    03/31/2023   06/30/2023
   Xuee Han      Business Development Specialist   33,952    03/31/2023   06/30/2023
  Minxia Wu      Business Development Specialist   33,952    03/31/2023   06/30/2023
Xiaojing Yang    Business Development Specialist   19,117    03/31/2023   06/30/2023
Yuejiang Feng    Business Development Specialist   19,117    03/31/2023   06/30/2023
Junxiang Wang    Business Development Specialist   19,117    03/31/2023   06/30/2023
  Yanlin Wu      Business Development Specialist   19,117    03/31/2023   06/30/2023
 Shaohui Qiu     Business Development Specialist   19,117    03/31/2023   06/30/2023
  Yongjie Lu     Business Development Specialist   152,960   03/31/2023   06/30/2023
 Huiping Xia     Business Development Specialist   152,960   03/31/2023   06/30/2023
 Hanshun Song    Business Development Specialist   305,920   03/31/2023   06/30/2023
 Bianqin Pei     Business Development Specialist   152,960   03/31/2023   06/30/2023
  Weizhou Fu     Business Development Specialist   152,960   03/31/2023   06/30/2023
 Zhaoguo Jiao    Business Development Specialist   117,208   03/31/2023   06/30/2023
Jianqing Zhang   Business Development Specialist   117,208   03/31/2023   06/30/2023
 Juanning Xu     Business Development Specialist   15,374    03/31/2023   06/30/2023
  Xinghu Li      Business Development Specialist   53,582    03/31/2023   06/30/2023
  Huayu Wang     Business Development Specialist   53,582    03/31/2023   06/30/2023

The issuance of shares of the Restricted Stock will be made pursuant to the exemption from registration pursuant to Section 4(a)(2) of the Securities Act.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.   Description
10.1            Form of Restricted Stock Award Agreement dated March 31, 2023
104           Cover Page Interactive Data File (embedded within the Inline XBRL document)




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