Landbay : Changes in Control - Form 8-K

Item 5.01 Changes in Control of Registrant.

As the Company reported on Schedule 14F-1 filed with the Securities and Exchange Commission ("SEC") on April 23, 2024 (the "Closing Date"), and effective on May 4, 2024 (the "Effective Date"), Northern Ifurniture Inc (the "Seller") and Chunyang Liu (the "Purchaser") entered into a Stock Purchase Agreement (the "SPA") dated March 25, 2024. Pursuant to the SPA, among other provisions, the Seller agreed to sell to the Purchaser, and the Purchaser agreed to purchase from the Seller a total of 29,383,700 shares of Class A Common Stock of the Company held in the name of the Seller (the "Purchased Shares"). The Purchased Shares represented approximately 97.9% of the Company's issued and outstanding Class A Common Stock shares. In connection with the transaction contemplated by the SPA and subsequent amendments, all previous officers of the Company will resign from their positions, and new officers designated by the Purchaser will assume their roles on April 23, 2024, with immediate effect. Furthermore, the resignation of all previous directors and the appointment of new directors designated by the Purchaser will all took effect on the Effective Date.

Pursuant to the SPA and subsequent amendments, the Board of Directors ("Board") appointed Chunyang Liu, Lidong Wang and Wenfang Lu to fill vacancies on the Company's Board of Directors caused by the resignation of Ms. Xiaowei Jin. Such appointments and resignations became effective 10 days following the mailing of the Schedule 14F-1 to the Company's shareholders, specifically at the close of business as of April 23, 2024.

Except as described herein, there were no arrangements or understandings among members of the former control entity, the new control individual, and their associates regarding the election of directors or other matters.

As required to be disclosed by Regulation S-K Item 403(c), there are no arrangements known to the Company, including any pledge by any person of securities of the Company or any of its parents, the operation of which may at a subsequent date result in a change in control of the Company.