ITEM 1.01 – ENTRY INTO A MATERIAL
DEFINITIVE AGREEMENT.
On May 24, 2023,
the Board of Directors (the “Board”) of Luduson G Inc., a Delaware Corporation (the “Company”) approved a Share
exchange Agreement (the “Arrangement”) to be entered between the Company and Ms Ho Chi WAN. Ms. Wan is the sole holder of
Glamourous Group Holding Limited (“Glamourous Group”), a company incorporated in the United Kingdom of England and Wales.
Subject to the Arrangement, the
Company has agreed to acquire all of the outstanding capital stock of Glamourous Group in exchange for shares of the Company’s common
stock, par value $0.0001 (the “Common Stock”). Pursuant to the Arrangement, the Board agrees to increase the authorized capital
to 1,000,000,000 shares, and authorize an aggregate of 320,000,000 shares of the Common Stock to acquire Glamourous Group. As directed
by Ms. Ho Chi WAN, 320,000,000 shares are to be issued to Ms. Wan. Glamourous Group is a fairly new entity that has no historical operations.
Glamourous Group Holding Limited
GENERAL
The Sole Shareholder and Director
of Glamourous Group, Ms. Ho Chi WAN , has about 20 years of experience in the entertainment industry. She built herself a strong connection
with Hong Kong and Mainland artists, media companies, iconic movie directors and scriptwriters of the Hong Kong movie Golden Era, to the
latest high-on-demand Mainland short movies, variety shows to beauty pageant organizers. Ms. Wan was awarded numerous distributorships
in the past, including a few of the popular Chinese platforms, such as Bigolive - a live streaming platform and social networking app
that allows users to broadcast and view live videos, similar to Tiktok, popular among youngsters of the Chinese community. All her connections
and renewable distributorships will be put in the Group upcoming.
Glamourous Group principally engages
in the business of building and fostering relationships between leading influencers and brands. Glamourous Group focus on identifying
and partnering with top influencers across a range of industries and social media platforms, through partnering with movie studios and
online ecosystems and production companies to promote their films through our influencer network, with the aim of eventually producing
such movies in-house. Other businesses of Glamourous Group include influencer management, commercial film production and online ecosystem
development. The target is to provide a unified entertainment universe for China market, Asia market and all overseas Chinese around the
world.
The team of Glamourous Group consists
of creators, experienced KOL managers, movie producers, directors, screenwriters, and a group of classic game developers, born in Hong
Kong from 1970s to 1990s. The team has deep experience in game production and platform development. Glamourous Group is familiar with
developing VR, AR and MR experiences for our valuable fans, as well as the trendiest online ecosystem solutions. The goal of Glamourous
Group is to supercharge influencers through Influencer Content Centers, Cinema for movies and special content, Game Halls (including VR,
AR, MR games), Comic and Animation Museum, Online Live Concert Stadium and Travel Sharing Center projects. The target of Glamourous Group
is to build an online and offline ecosystem with great content. In addition, Glamourous plans to build a Movie Set Studio and a partner
with well-known multimedia franchises to open Theme Parks in Penang, Malaysia. The Studio will have a Hong Kong Style Street environment
and an ancient China Town area for our filming. It will also get profit from tourist visit and rent to other company for movie shooting.
The theme park will include many attractions and games in collaboration with partnered live action or animated series for fans across
the movie and animation sector. Through this operation, Glamourous will explore the animation market with a large number of fans around
the world.
As of May 24, 2023, Glamourous Group
executives had approximately 80 active customers in Hong Kong and Southern China, the majority of whom are Key Opinion Leaders producing
multimedia content on various social media platforms. No one customer is expected to account for more than 10% of Glamourous Group’s
upcoming revenues. In order to control its credit risks, Glamourous Group does not offer any credit terms to its customers other than
a small number of clients who have long- established business relationships with the Company.
INDUSTRY BACKGROUND
The entertainment industry in China
has witnessed a remarkable surge in recent years, driven by the country's booming economy, increasing disposable income, and the growing
demand for digital content consumption. In this thriving market, Glamourous emerges, akin to Netflix, but with a specific focus on catering
to the Chinese audience.
Glamourous recognizes the unique cultural
nuances and preferences of the Chinese market. It leverages its deep understanding of local tastes, traditions, and storytelling to curate
a diverse library of content that resonates with Chinese viewers. This includes a wide range of TV dramas, movies, variety shows, and
documentaries, both locally produced and licensed from international sources.
Glamourous operates in a highly competitive
landscape, with other major players like iQIYI, Tencent Video, and Youku Tudou dominating the market. To differentiate itself, the Company
emphasizes its commitment to high-quality content and premium viewing experiences. It collaborates with renowned Chinese directors, producers,
and actors to create original productions that capture the attention and captivate the hearts of Chinese audiences.
Technology and innovation play a
crucial role in the success of this entertainment company. It invests heavily in cutting-edge streaming technologies, adaptive video delivery,
and personalized content recommendation systems. By leveraging artificial intelligence and big data analytics, the company tailors its
content offerings to match individual viewer preferences, ensuring a highly personalized and engaging entertainment experience.
Glamourous also recognizes the significance
of mobile platforms in the Chinese market. With a majority of Chinese consumers accessing content through smartphones, the company prioritizes
mobile optimization, offering a seamless streaming experience on various devices and developing user-friendly mobile applications.
In addition to content streaming,
the Company explores other revenue streams to maximize profitability. This may include advertising partnerships, brand collaborations,
e-commerce integration, and content licensing deals with other platforms and broadcasters.
As the entertainment industry continues
to evolve, Glamourous keeps a close eye on market trends, consumer behavior, and regulatory changes. It remains agile and adaptable, ready
to seize opportunities and navigate challenges to maintain its position as a prominent player in the Chinese entertainment ecosystem.
RISK FACTOR
While an entertainment company catering
to the Chinese market presents significant opportunities, it is essential to acknowledge and address the potential risks and challenges
it may face. Some notable risk factors for Glamourous operating in the Chinese market include:
Regulatory Environment: The Chinese
entertainment industry operates within a complex regulatory framework. Changes in government regulations and policies can impact content
censorship, licensing requirements, and distribution channels. Adhering to evolving regulations while maintaining creative freedom and
navigating potential uncertainties can be a challenge for the company.
Content Restrictions: The Chinese
government enforces strict content regulations, including censorship of sensitive or politically sensitive topics. The company may face
limitations on the types of content it can produce and distribute, potentially affecting creative expression and market appeal. Adapting
to these content restrictions without compromising the quality and integrity of the entertainment offerings is crucial.
Intense Competition: The Chinese entertainment
market is highly competitive, with numerous local and international players vying for market share. Competitors with established brand
recognition, large content libraries, and strong user bases may pose a challenge to the company's market penetration and audience acquisition
efforts. Differentiating the company's offerings and effectively marketing its unique value proposition is vital to staying competitive.
Intellectual Property Protection:
Intellectual property rights protection in China has been a concern for many industries, including entertainment. The company may face
risks of copyright infringement, piracy, and unauthorized distribution of its content. Implementing robust measures to safeguard intellectual
property and exploring legal avenues to enforce copyrights are crucial to protect the company's assets.
Cultural Sensitivity:
The Chinese market has its distinct cultural values and preferences. The company must carefully consider and navigate cultural
sensitivities to avoid any controversies or backlash that could impact its reputation and market standing. Adapting content to align
with local cultural norms and values while maintaining a global appeal requires a nuanced approach.
Technological Infrastructure: While
China boasts a robust internet infrastructure, disparities in network connectivity and quality across different regions may impact the
seamless delivery of content. The company must ensure it can provide consistent and reliable streaming experiences to users across various
devices and geographic locations.
Economic Factors: Economic fluctuations
and changes in consumer spending patterns can affect the demand for entertainment services. Economic downturns or shifts in consumer preferences
may impact the company's revenue streams, advertising budgets, and user acquisition efforts. Maintaining financial resilience and diversifying
revenue sources can help mitigate these risks.
To mitigate these risk factors,
the entertainment company should conduct thorough market research, establish strong relationships with local partners, maintain open communication
with regulatory authorities, and implement robust risk management strategies. By staying agile, adaptive, and responsive to market dynamics,
the company can navigate the challenges and capitalize on the opportunities presented by the Chinese entertainment market.
