Longbau Group, Inc. (OTCMKTS:LNGB) Files An 8-K Entry into a Material Definitive Agreement

Longbau Group, Inc. (OTCMKTS:LNGB) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01.

Entry into a Material Definitive Agreement

On December 29, 2016, Longbau Group, Inc. (Longbau), Long Bao
Life Technology Co., Ltd (Long Bao Life), the Shareholders of
Long Bao Life, and Tsai Ko entered into a Share Exchange
Agreement (the Long Bao Life Agreement). Long Bao Life is a
private company incorporated in Taiwan in 2007. At the December
29, 2016 closing of the Long Bao Life Agreement, 250,000 shares
of Longbau common stock, par value $0.00001 per share were issued
to Long Bao Life shareholders in exchange for 100% of Long Bao
Life’s issued and outstanding ownership interests (Long Bao Life
Exchange Shares). Upon completion of the foregoing transaction,
Long Bao Life became a wholly-owned subsidiary of Longbau.

Long Bao Life provides pre-need and at need funeral services and
sells funeral related products, such as urns, in Taiwan. A
pre-need death care contract enables a customer to make his/her
own funeral arrangements in advance and prepay for the funeral,
which reduces the burden of the family at the time of bereavement
as well as avoids the influence of rising costs. Also, the
company provides consulting services to customer prior to the
purchase.

On December 29, 2016, Longbau, Ho-Cheng Insurance Brokers Co.,
Ltd. (Ho-Cheng Insurance), the shareholders of Ho-Cheng Insurance
and Tsai Ko entered into a Share Exchange Agreement (the Ho-Cheng
Insurance Agreement). Ho-Cheng Insurance is a private company
incorporated in Taiwan in 2001. At the December 29, 2016 closing
of the Ho-Cheng Insurance Agreement, 250,000 shares of Longbau
common stock, par value $0.00001 per share were issued to
Ho-Cheng Insurance shareholders in exchange for 100% of Ho-Cheng
Insurances issued and outstanding ownership interests (Ho-Cheng
Insurance Exchange Shares). Upon completion of the foregoing
transaction, Ho-Cheng Insurance became a wholly-owned subsidiary
of Longbau.

Ho-Cheng Insurance, a Taiwan based insurance intermediary company
focuses on sales of life, property and casualty insurance
products underwritten by insurance companies as well as insurance
brokerage services. The company has been cooperating with many
insurance companies operating in Taiwan to distribute a wide
variety of insurance products to customers.

Tsai Ko, Longbaus Chief Executive Officer, Director and owner of
30% of Longbaus outstanding common stock is (i) the Chief
Executive Officer of Long Bao Life and owner of 12% of Long Bao
Lifes ownership interests; and (ii) owner of 23% of Ho-Cheng
Insurances ownership interests.

Yueh-Kuei Ko, Longbaus Chief Financial Officer, Director, and
owner of 5% of Longbaus outstanding common stock is (i) a Long
Bao Life Director and 17.9% owner of Long Bao Lifes ownerships
interests and (ii) the Chief Executive Officer of Ho-Cheng
Insurance and a 27% owner of Ho-Cheng Insurances ownership
interests.

Tsai Ko and Chich-Wei Huang are married. Tsai Ko, Yueh-Kuei Ko
and Ming-Ching Ko are siblings. Kai-Hsiang Tu is Chich-Wei
Huang’s cousin.

The Long Bao Life Agreement and Ho-Cheng Insurance Agreement are
filed as exhibits 10.1 and 10.2, respectively, to this Current
Report on Form 8-K, and are hereby incorporated herein by
reference.

Item 2.01. Completion of Acquisition or Disposition of
Assets

The information set forth in Item1.01 of this Current Report on
Form 8-K is incorporated herein by reference.

The following financials statements are filed as exhibits to this
Current Report on Form 8-K:

Exhibit 99.1 AuditedFinancialStatementsfor Ho-Cheng Insurance
Brokers Co., LTD. for the Years Ended December 31, 2015 and 2014

Exhibit 99.2 AuditedFinancialStatementsfor LONG BAO LIFE
TECHNOLOGY CO., LTD. for the Years Ended December 31, 2015 and
2014

Exhibit 99.3 Interim UnauditedFinancialStatementsfor Ho-Cheng
Insurance Brokers Co., LTD. for the Nine Months Ended September
30, 2016 and 2015

Exhibit 99.4 Interim UnauditedFinancialStatementsfor LONG BAO
LIFE TECHNOLOGY CO., LTD. for the Nine Months Ended September 30,
2016 and 2015

Exhibit 99.5 Unaudited Pro Forma CombinedFinancialStatementsfor
Longbau Group, Inc., Long Bao Life Technology Co., Ltd. and
Ho-Cheng Insurance Brokers Co., Ltd. as of September 30, 2016,
for the Nine Months Ended September 30, 2016 and for the Year
Ended December 31, 2015

Item 3.02. Unregistered Sale of Securities

The information set forth in Item1.01 and 2.01 of this Current
Report on Form 8-K is incorporated herein by reference.

On December 29, 2016, the Company issued 500,000 shares of its
common stock to several non U.S. individuals in exchange for the
Long Bao Life Exchange Shares and the Ho-Cheng Insurance Exchange
Shares. The issuance was made to an exemption from registration
contained in Regulation S under the Securities Act of 1933, as
amended.

Item 9.01. Financial Statements and Exhibits
(a) Financial statements of business acquired

The following financial statements are filed as exhibits to this
Current Report on Form 8-K:

Exhibit 99.1 AuditedFinancialStatementsfor Ho-Cheng Insurance
Brokers Co., LTD. for the Years Ended December 31, 2015 and 2014

Exhibit 99.2 AuditedFinancialStatementsfor LONG BAO LIFE
TECHNOLOGY CO., LTD. for the Years Ended December 31, 2015 and
2014

Exhibit 99.3 Interim UnauditedFinancialStatementsfor Ho-Cheng
Insurance Brokers Co., LTD. for the Nine Months Ended September
30, 2016 and 2015

Exhibit 99.4 Interim UnauditedFinancialStatementsfor LONG BAO
LIFE TECHNOLOGY CO., LTD. for the Nine Months Ended September 30,
2016 and 2015

(b) Pro forma financial information

The following pro forma financial statements are filed as an
exhibit to this Current Report on Form 8-K:

Exhibit 99.5 Unaudited Pro Forma CombinedFinancialStatementsfor
Longbau Group, Inc., Long Bao Life Technology Co., Ltd. and
Ho-Cheng Insurance Brokers Co., Ltd. as of September 30, 2016,
for the Nine Months Ended September 30, 2016 and for the Year
Ended December 31, 2015

(c) Exhibits

Exhibit Description
10.1 Share Exchange Agreement, dated December 29 between Longbau
Group, Inc., Long Bao Life Technology Co., Ltd, the
shareholders of Life and Tsai Ko.
10.2 Share Exchange Agreement, dated December 29 between Longbau
Group, Inc., Ho-Cheng Insurance Brokers Co., Ltd., the
shareholders of Ho-Cheng and Tsai Ko.
99.1 AuditedFinancialStatementsfor Ho-Cheng Insurance Brokers Co.,
LTD. for the Years Ended December 31, 2015 and 2014
99.2 AuditedFinancialStatementsfor LONG BAO LIFE TECHNOLOGY CO.,
LTD. for the Years Ended December 31, 2015 and 2014
99.3 Interim UnauditedFinancialStatementsfor Ho-Cheng Insurance
Brokers Co., LTD. for the Nine Months Ended September 30,
2016 and 2015
99.4 Interim UnauditedFinancialStatementsfor LONG BAO LIFE
TECHNOLOGY CO., LTD. for the Nine Months Ended September 30,
2016 and 2015
99.5 Unaudited Pro Forma CombinedFinancialStatementsfor Longbau
Group, Inc., Long Bao Life Technology Co., Ltd. and Ho-Cheng
Insurance Brokers Co., Ltd. as of September 30, 2016, for the
Nine Months Ended September 30, 2016 and for the Year Ended
December 31, 2015


About Longbau Group, Inc. (OTCMKTS:LNGB)

Longbau Group, Inc. is a start-up company pursuing a business plan focusing on management consulting services. The Company focuses on entering consultancy contracts with small death care service providers in Hong Kong and Taiwan. The Company focuses on providing a range of death care management consultancy services. The Company consults on the purchase of cemetery property and funeral and cemetery merchandise and services at the time of need and on a preneed basis. In addition, the Company specializes in the consultancy for deferred preneed funeral and cemetery receipts held in trust, preneed cemetery activities, preneed funeral activities, preneed funeral and cemetery, burial vaults and cemetery property. It sells supplies for funerals. The Company sells services in Hong Kong through Longbau Group Limited (Longbau Hong Kong), its operating company in Hong Kong, to small death care companies across Hong Kong.

Longbau Group, Inc. (OTCMKTS:LNGB) Recent Trading Information

Longbau Group, Inc. (OTCMKTS:LNGB) closed its last trading session 00.00 at 5.18 with shares trading hands.

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