Item 3.02 Unregistered Sales of Equity Securities.

On April 25, 2023, Network CN Inc. (the "Company") agreed to issue 933,964 and 1,131,960 restricted shares of the Company's common stock to the employees, Mr. Qi Hao ("Qi") and Mr. Yang Wu Qiang ("Yang"), respectively.

On January 1, 2023, NCN (Tianjin) Culture Co., Ltd ("NCN Tianjin") and NCN (Chengdu) Culture Media Co., Ltd ("NCN Chengdu"), a wholly foreign-owned enterprise in Tianjin and Chengdu, China of the Company entered into employment contracts with Mr. Qi and Mr. Yang under which Mr. Qi and Mr. Yang agreed to bring in the advertising rights in Tianjin and Chengdu to the Company for 933,964 and 1,131,960 restricted shares of the Company's common stock, respectively. Pursuant to the terms of employment contract of Mr. Qi, if Mr. Qi can achieve the annual sales and profit before tax goal in 2023 and 2024, the Company will issue bonus shares of 466,982 and 466,982 restricted shares of the Company's common stock to Mr. Qi, respectively. Pursuant to the terms of employment contract of Mr. Yang, if the employee can achieve the annual sales and profit before tax goal in 2023 and 2024, the Company will issue bonus shares of 466,982 and 466,982 restricted shares of the Company's common stock to Mr. Yang respectively.

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