Item 1.01.
Entry into a Material Definitive
Agreement
.
Rescission Agreement
As previously reported, on January 28, 2015,
certain Share Exchange Agreement (the “Jinke Exchange Agreement”) was entered into by and among China Teletech Holding
Inc., a Florida corporation (“CNCT” or the “Company”), Shenzhen Jinke Energy Development Co., Ltd., a company
organized under the laws of the People’s Republic of China (“Jinke”), and Guangyuan Liu, the holder of 97% of
the equity interest of Jinke (the “Jinke Shareholder”), pursuant to which the Company agreed to issue an aggregate
of 20,000,000 shares (the “Company Shares”) of its common stock, $0.001 par value per share (the “Common Stock”)
to the Jinke Shareholder in exchange for 51% of the issued and outstanding securities of Jinke (the “Jinke Shares”).
The Company issued 16,000,0000 shares of Company’s Common Stock on October 5, 2014 to the Jinke Shareholder. The transaction
contemplated under the Jinke Exchange Agreement is hereinafter referred to as the “Jinke Reverse Merger”.
On November 15, 2016 (the “Effective Date”),
the Company, Jinke and the Jinke Shareholder entered into a certain Mutual Rescission Agreement (the “Rescission Agreement”),
whereby the parties agreed to rescind the Jinke Exchange Agreement and unwind the Jinke Reverse Merger as if they never occurred,
for a consideration of 10,000,000 newly issued restricted shares (the “Rescission Shares”) of the Company’s common
stock to be issued to the Jinke Shareholder upon closing of the transactions contemplated in the Rescission Agreement. Upon closing
of the Rescission Agreement on Effective Date, the Jinke Shareholder returned and surrendered the Company Shares and the Company
returned and surrendered the Jinke Shares and issued the Rescission Shares to Jinke Shareholder.
The foregoing summary of the material terms
of the Rescission Agreement does not purport to be complete and is qualified in its entirety be reference to the Rescission Agreement,
a copy of which is filed as Exhibit 10.1 to this current report on Form 8-K and incorporated by reference herein.
Kuncheng Exchange Agreement (defined
below)
On November 15, 2016, the Company, Liaoning Kuncheng Education Investment
Co. Ltd., a company organized under the laws of the People’s Republic of China (the “Kuncheng”), and Kunyuan
Yang, the sole shareholder of Kuncheng (the “Kuncheng Shareholder”), entered into a certain share exchange agreement
(the “Kuncheng Exchange Agreement”) pursuant to which the Company agreed to purchase 51% of the equity ownership in
Kuncheng, with the purchase price as an aggregate of 30,000,000 shares of Common Stock issued to the Kuncheng Shareholder (the
“Kuncheng Share Exchange”).
In connection with the Kuncheng Share Exchange, Kuncheng shall appoint
three additional members to the Board of Directors of the Company (the “Board”), including the Kuncheng Shareholder
who will also be appointed as the Chairman of the Board, to be effective upon the Closing of Kuncheng Share Exchange.
The foregoing description of the Kuncheng Exchange Agreement does
not purport to be complete and is qualified in its entirety by reference to the provisions of the Agreement filed as Exhibit 10.2
to this Current Report on Form 8-K (this “Report”), which is incorporated by reference herein. Capitalized terms undefined
herein this Item of the Report shall be defined in the Kuncheng Exchange Agreement filed as Exhibit 10.2 to this Report.