CHR · Cheer Holding, Inc. · Insider Trading

Pursuant to the Issuer's 2019 Equity Incentive Plan, Mr. Jia Lu was awarded 230,000 restricted shares under the Issuer's Restricted Stock Bonus Agreement (the "Award"). The Award is subject to the following vesting schedule: 50% of the restricted shares shall vest on May 29, 2020 (the "Grant Date"), and 50% of the restricted shares shall vest on a date that is 90 days from the Grant Date.

Mr. Jia Lu is the sole shareholder and director of Enjoy Starlight Limited. The share amounts beneficially owned also includes 5,914,116 ordinary shares of the Issuer held by Enjoy Starlight Limited.

Pursuant to the Issuer's 2019 Equity Incentive Plan, the Ms. Ran Zhang was awarded 10,000 restricted shares under the Issuer's Restricted Stock Bonus Agreement (the "Award"). The Award is subject to the following vesting schedule: 50% of the restricted shares shall vest on May 29, 2020 (the "Grant Date"), and 50% of the restricted shares shall vest on a date that is 90 days from the Grant Date.

Ms. Ran Zhang is the sole shareholder and director of Fashion Starlight Limited. The share amounts beneficially owned also includes 1,848,161 ordinary shares of the Issuer held by Fashion Starlight Limited.

Pursuant to the Issuer's 2019 Equity Incentive Plan, Mr. Bing Zhang was awarded 760,000 restricted shares under the Issuer's Restricted Stock Bonus Agreement (the "Award"). The Award is subject to the following vesting schedule: 50% of the restricted shares shall vest on May 29, 2020 (the "Grant Date"), and 50% of the restricted shares shall vest on a date that is 90 days from the Grant Date.

Mr. Bing Zhang is the sole shareholder and director of Happy Starlight Limited. The share amounts beneficially owned also includes 17,066,863 ordinary shares of the Issuer held by Happy Starlight Limited.

Pursuant to the Issuer's 2019 Equity Incentive Plan, the Mr. Ian Lee was awarded 45,000 restricted shares under the Issuer's Restricted Stock Bonus Agreement (the "Award"). The Award is subject to the following vesting schedule: 50% of the restricted shares shall vest on May 29, 2020 (the "Grant Date"), and 50% of the restricted shares shall vest on a date that is 90 days from the Grant Date.

Ms. Ran Zhang is the sole shareholder and a director of Fashion Starlight Limited, which holds 1,848,161 shares of the Issuer's Ordinary Shares. The 200,000 ordinary shares were issued pursuant to an earnout under the Share Exchange Agreement dated as of September 6, 2019, as amended ("Share Exchange Agreement"), by and among the TKK Symphony Acquisition Corporation, the Issuer's predecessor ("TKK"), Glory Star New Media Group Limited, a Cayman Islands exempted company ("Glory Star"), Glory Star New Media (Beijing) Technology Co., Ltd., a wholly foreign-owned enterprise limited liability company incorporated in the People's Republic of China ("PRC") and indirectly wholly-owned by Glory Star, Xing Cui Can International Media (Beijing) Co., Ltd., a limited liability company incorporated in the PRC, Horgos Glory Star Media Co., Ltd., a limited liability company incorporated in the PRC, each of Glory Star's shareholders (collectively, the "Sellers"), TKK Symphony Sponsor 1, TKK's sponsor, in the capacity as the representative from and after the closing of the Business Combination for TKK's shareholders other than the Sellers, and Bing Zhang, in the capacity as the representative for the Sellers thereunder, pursuant to which the Issuer acquired 100% of the equity interests of Glory Star from the Sellers.

Mr. Bing Zhang is the sole shareholder and director of Happy Starlight Limited, which holds 17,066,863 shares of the Issuer's ordinary shares. The 1,846,900 ordinary shares were issued pursuant to an earnout under the Share Exchange Agreement dated as of September 6, 2019, as amended ("Share Exchange Agreement"), by and among the TKK Symphony Acquisition Corporation, the Issuer's predecessor ("TKK"), Glory Star New Media Group Limited, a Cayman Islands exempted company ("Glory Star"), Glory Star New Media (Beijing) Technology Co., Ltd., a wholly foreign-owned enterprise limited liability company incorporated in the People's Republic of China ("PRC") and indirectly wholly-owned by Glory Star, Xing Cui Can International Media (Beijing) Co., Ltd., a limited liability company incorporated in the PRC, Horgos Glory Star Media Co., Ltd., a limited liability company incorporated in the PRC, each of Glory Star's shareholders (collectively, the "Sellers"), TKK Symphony Sponsor 1, TKK's sponsor, in the capacity as the representative from and after the closing of the Business Combination for TKK's shareholders other than the Sellers, and Bing Zhang, in the capacity as the representative for the Sellers thereunder, pursuant to which the Issuer acquired 100% of the equity interests of Glory Star from the Sellers.

Mr. Jia Lu is the sole shareholder and a director of Enjoy Starlight Limited, which holds which holds 5,914,116 shares of the Issuer's Ordinary Shares.. The 640,000 ordinary shares were issued pursuant to the earnout under Share Exchange Agreement dated as of September 6, 2019, as amended ("Share Exchange Agreement"), by and among the TKK Symphony Acquisition Corporation, the Issuer's predecessor ("TKK"), Glory Star New Media Group Limited, a Cayman Islands exempted company ("Glory Star"), Glory Star New Media (Beijing) Technology Co., Ltd., a wholly foreign-owned enterprise limited liability company incorporated in the People's Republic of China ("PRC") and indirectly wholly-owned by Glory Star, Xing Cui Can International Media (Beijing) Co., Ltd., a limited liability company incorporated in the PRC, Horgos Glory Star Media Co., Ltd., a limited liability company incorporated in the PRC, each of Glory Star's shareholders (collectively, the "Sellers"), TKK Symphony Sponsor 1, TKK's sponsor, in the capacity as the representative from and after the closing of the Business Combination for TKK's shareholders other than the Sellers, and Bing Zhang, in the capacity as the representative for the Sellers thereunder, pursuant to which the Issuer acquired 100% of the equity interests of Glory Star from the Sellers.

Granted under the 2019 Equity Incentive Plan vest upon grant.

Granted under the 2019 Equity Incentive Plan vest upon grant.

Granted under the 2019 Equity Incentive Plan vest upon grant.

In connection with the consummation of the initial business combination of the issuer, (a) 400,000 ordinary shares of the issuer were returned by the reporting person to the issuer for no consideration and cancelled and (b) 100,000 ordinary shares of the issuer were transferred by the reporting person for no consideration to a third party.

Does not include 5,446,000 ordinary shares held by TKK Symphony Sponsor 1 (the "Sponsor"). Sing Wang, the issuer's former Chief Executive Officer and Chairman of the Board of Directors, indirectly owns 100% of the equity interest of the Sponsor and is the sole owner of China Capital Advisors Corporation, which is the sole owner of Texas Kang Kai Capital Partners. Texas Kang Kai Capital Partners owns 100% of the equity interest of TKK Capital Holding, which is the sole member of the Sponsor. As such, Mr. Wang has sole voting and dispositive power over the shares held by the Sponsor. Mr. Wang disclaims beneficial ownership over any securities owned by the Sponsor other than to the extent he may have any pecuniary interest.

The Amended and Restated Promissory Note (the "Note") in the principal amount of $1,400,000 was issued to TKK Symphony Sponsor 1. At any time prior to payment in full of the principal balance of the Note, the reporting person may elect to convert all or any portion of the unpaid principal balance of the Note into that number of ordinary shares of the issuer ("Ordinary Shares") equal to: (x) the portion of the principal amount of the Note being converted, divided by (y) the Conversion Price, rounded up to the nearest whole number of shares. The Conversion Price shall be equal to the volume-weighted average price of the Ordinary Shares on the Nasdaq Capital Market or such other securities exchange or securities market on which the Ordinary Shares are then listed or quoted, for the ten trading days prior to such conversion date; provided, that the Conversion Price shall not be less than $5.00.

Sing Wang, the issuer's former Chief Executive Officer and Chairman of the Board of Directors, indirectly owns 100% of the equity interest of the Sponsor and is the sole owner of China Capital Advisors Corporation, which is the sole owner of Texas Kang Kai Capital Partners. Texas Kang Kai Capital Partners owns 100% of the equity interest of TKK Capital Holding, which is the sole member of the Sponsor. As such, Mr. Wang has sole voting and dispositive power over the shares held by the Sponsor. Mr. Wang disclaims beneficial ownership over any securities owned by the Sponsor other than to the extent he may have any pecuniary interest.

In connection with the consummation of the initial business combination of the issuer, (a) 400,000 ordinary shares of the issuer were returned by the reporting person to the issuer for no consideration and cancelled and (b) 100,000 ordinary shares of the issuer were transferred by the reporting person for no consideration to a third party.

Does not include 5,446,000 ordinary shares held by TKK Symphony Sponsor 1 (the "Sponsor"). Sing Wang, the issuer's former Chief Executive Officer and Chairman of the Board of Directors, indirectly owns 100% of the equity interest of the Sponsor and is the sole owner of China Capital Advisors Corporation, which is the sole owner of Texas Kang Kai Capital Partners. Texas Kang Kai Capital Partners owns 100% of the equity interest of TKK Capital Holding, which is the sole member of the Sponsor. As such, Mr. Wang has sole voting and dispositive power over the shares held by the Sponsor. Mr. Wang disclaims beneficial ownership over any securities owned by the Sponsor other than to the extent he may have any pecuniary interest.