Item 3.02 Unregistered Sales of Equity Securities.

On February 1, 2023, Network CN Inc. ("the Company") agreed to issue 606,881 restricted shares of the Company's common stock to the employee, Chen Zhu. On October 1, 2022, NCN (Ningbo) Culture Media Co., Ltd ("NCN Ningbo"), a wholly foreign-owned enterprise in Ningbo, China of the Company entered into an employment contract with Chen Zhu ("the employee") under which the employee agreed to bring in the advertising rights in Ningbo to the Company and the Company will reward him for 606,881 shares of the Company's common stock. Pursuant to the terms of employment contract, if the employee can achieve the annual sales and profit before tax goal in 2023 and 2024, the Company will issue bonus shares of 303,441 and 303,441 restricted shares of the Company's common stock to the employee, respectively.

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