America Great Health(OTC: AAGH) entered into an Asset Purchase Agreement with Chaoyang Tianma

On April 18, 2018, America Great Health (the “Company”), entered into an Asset Purchase Agreement (the “Agreement”) with Chaoyang Tianma Enterprise Group, a California company (“Chaoyang Tianma”) pursuant to which Chaoyang Tianma agreed to transfer its 100% ownership of Travel Lodge Pasadena, Pasadena Rose Inn, which located at 2131 E Colorado Blvd., Pasadena, CA 91007, and 2097 E Colorado Blvd., Pasadena, CA 91007, respectively, for a total consideration of USD $13.3 million.

Pursuant to the Agreement, both parties further stipulated that the closing date shall be within the next six to twelve months, the latest date to consummate the acquisition transaction is April 17, 2019. Due to the prolonged closing period, the Company agreed to issue new common stock and deposit the amount of shares with total value of USD $5 million (at $0.05 per share-future value) into a designated third party escrow agent as good faith security deposit, the rest of the consideration of 166 million shares (at $0.05 per share-future value) shall be held by escrow agent as well.

Both parties further agreed that due to the fact that the Company has limited cash, within six months upon execution of the Agreement, Chaoyang Tianma shall be able to freely dispose the above defined assets, then the Agreement shall be deemed as being automatically terminated, neither party shall hold the other party liable for any loss . In addition, the good faith deposit shares and the 166 million shares shall be released and returned to the Company. In the event that Chaoyang Tianma is unable to dispose the assets, this Agreement shall be deemed to continue be in effect, then during the subsequent six months, when the Company’s shares reach $0.05 per share, the Company shall coordinate Chaoyang Tianma to complete the acquisition transaction according, in  the event that the Company’s share doesn’t reach $0.05 per share at the end of the subsequent six months period of time, both parties shall agree to delay the closing date till July 17, 2019.

However, in the situation that the Company’s share doesn’t reach $0.05 per share by then, also it doesn’t have enough cash to pay Chaoyang Tianma, then it should be deemed as the Company is in default, the aforementioned good faith deposit shares shall be transferred to Chaoyang Tianma. The Company agreed to use its best effort to conduct business operation and increase the value of the Company.