Item 1.01 Entry into Material Definitive Agreement

On October 11, 2022, Trans Global Group Inc.'s ("TGGI") wholly-owned subsidiary, Shenzhen Zui Xian Gui Brewery Technology Limited ("ZXGSZ" or the "Company") entered into an investment agreement (the "Agreement") with Guangzhou Jinxin Technology Service Limited ("GJTS"), a PRC company, the major shareholder of Bi Xuan You Pin (Guangzhou) Limited ("BXYP"). BXYP is a PRC business company, which is 70% owned by GJTXS. Under the Agreement, thirty-four percent (34%) of the ownership interest of BXYP was purchased by the Company by the total amount of RMB 88,888.00 from GJTS.

Immediately after completion of such share purchase, the Company will have a 34% ownership interest of the total equity of BXYP, with authorized total share capital of RMB 50,000,000.

Consequently, after completion, the Company has the right to assign one or two persons to BXYP to serve as the directors, financial or management officer, to promote the corporate governance, and to participate in the operation and management. The Company shall bear the same proportion of the monthly expenses of BXYP according to the proportion of equity it holds.

Performance betting and share reward

As of March 31, 2023, if BXYP dealer team achieves the revenue performance up to RMB 500 million which is according to BXYP's 2023 financial statements, TGGI will reward the dealer team its common stock equal to RMB 50 million market capitalization (calculated according to the market value on the day of issuance). If the target revenue performance is not reached, the corresponding shares will also be rewarded according to the actual revenue performance.

Valuation and reorganization

The Company and TGGI will send teams to cooperate with BXYP's financial audit work and conduct a comprehensive market value evaluation of BXYP's e-commerce platform. After the valuation and audit, the Company and TGGI will consider to wholly acquire all the equity of BXYP for the reorganization through capital or stocks.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits:



Exhibit   Description
1.1         Investment agreement (English translation version)




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