Item 1.01. Entry into a Material Definitive Agreement

On March 30, 2021, CX Network Group, Inc., a Nevada corporation (the "Company"), certain record shareholders of the Company (the "Sellers"), and certain investor (the "Purchaser") entered into a Stock Purchase Agreement (the "SPA"), pursuant to which the Purchasers will acquire 16,683,334 shares of common stock, par value $0.0001 per share (the "Shares"), for an aggregate purchase price of $255,000, subject to satisfaction or waiver of the closing conditions set forth in the SPA,.

In connection with the SPA, on the same day, the Company, Chuangxiang Holdings Inc., a Cayman Islands corporation ("Spin-Off Subsidiary"), and Continent Investment Management Limited and Golden Fish Capital Investment Limited, ("Spin-Off Subsidiary buyers") entered into a spin-off agreement (the "Spin-Off Agreement"). Pursuant to the Spin-Off Agreement, Spin-Off Subsidiary buyers will receive all of the issued and outstanding capital stock of Spin-Off Subsidiary at a purchase price of $1 at the closing. As a result, Spin-Off Subsidiary buyers will become the sole equity owner of Spin-Off Subsidiary and the Company will have no further interest in Spin-Off Subsidiary.

A form of the SPA and Spin-Off Agreement is attached hereto as Exhibit 10.1 and Exhibit 10.2 respectively. The foregoing is only a brief description of the material terms of the SPA and the Spin-Off Agreement, and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibit.




Item 8.01. Other Events

On March 30, 2021, the Company entered into a non-binding letter of intent to consummate a potential share exchange with Kunpeng (China) Industrial Development Company Limited, an entity organized under the laws of Hong Kong ("Kunpeng"). Kunpeng, through its subsidiary in China, King Eagle (China) Co., Ltd. ("King Eagle"), is engaged in platform business of on-line and off-line healthcare services and sales of healthcare products. The contemplated transaction is subject to various conditions set forth in the non-binding letter of intent.

Item 9.01. Financial Statements and Exhibits.





Exhibit No.   Description
   10.1         Spin-off Agreement dated March 30, 2021 by and among Chuangxiang
              Holdings Inc., Purchasers, and CX Network Group, Inc.
   10.2         Stock Purchase Agreement dated March 30, 2021 by and among certain
              sellers, certain buyers, and CX Network Group, Inc.




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