Material Agreement Form 8 K

Earlier this year, the Company's subsidiary, NCN (Beijing) Advertising Co., Ltd. ("Subsidiary") entered into a Cooperation Agreement with Jingcai Jia (Beijing) Technology Co., Ltd ("JINGCAI JIA"), which has signed agreements with over 50 Property Management Companies in China and the Subsidiary would be responsible for the sales and promotion of JINGCAI JIA products. These management companies oversee more than 50,000 communities across approximately 400 cities in China. JINGCAI JIA can sell household consumer products online and carry out advertising and marketing activities within the communities. It also facilitates our advertising and marketing initiatives, allowing us to reach all these communities with advertisements displayed at various locations, such as the garage entry, inside the lift and lift lobby. Marketing activities can also take place in the clubhouse or other communal spaces within these communities.

On November 1, 2024, the Company established a Letter of Intent with Jingcai Jia (Beijing) Technology Co., Ltd ("JINGCAI JIA"). According to the agreement, the Company will acquire 19.9% of new shares of JINGCAI JIA in exchange for a certain number of new shares of common stock of the Company. The number of shares issued will be determined based on a 10% discount on the average price of the 10-day closing trading days before the closing of the agreement.

With this agreement, the two companies will collaborate closely, pooling their resources such as customers, products, and services. They can leverage each other's networks and venture into new business opportunities.

Additionally, as a sales agent for various popular household products in China, which include Chinese white wines, electric appliances, and daily necessities, JINGCAI JIA will also introduce our services to their clientele. This partnership opens up significant business prospects for the company in the future, and the management is excited about this arrangement.