8-K

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

WASHINGTON,D.C. 20549

FORM8-K

CURRENTREPORT

Pursuantto Section 13 or 15(d) of the

SecuritiesExchange Act of 1934

Dateof report (Date of earliest event reported): April 05, 2021

SHARINGECONOMY INTERNATIONAL INC.

(Exactname of registrant as specified in Charter)

Nevada	001-34591	90-0648920
(Stateor other jurisdiction of<br><br> <br>incorporationor organization)	(Commission File No.)	(IRS EmployeeIdentification No.)

Cornwall Centre, 85 Castle Peak Road,

Coffee Bay, Tuen Mun, N.T., Hong Kong

(Addressof Principal Executive Offices)

(852) 35832186

(Registrant’sTelephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br>material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
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☐	Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement<br>communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01	Entryinto a Material Definitive Agreement

On March 31, 2021, Sharing Economy International Inc (the “Company”) And ATV Cultural Entertainment (Hong Kong) Limited (“ATV”) Entered into a Marketing Agreement, whereby the Company shall issue 27,870,674 shares of common stock of SEII in exchange of marketing services to be provided from ATV for a period of ONE (1) year, which includes the planning and production of marketing materials, event planning, social media management and the spread of promotion materials through the ATV platforms, and the Miss Asia events. The foregoing description of the Share Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement, which is incorporated herein by reference and attached hereto as exhibit 10.1.

Item 9.01.	FinancialStatements and Exhibits.
(d)	Exhibits
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Exhibit No.	Description
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10.1	Marketing Agreement dated March 31, 2021 by and between Sharing Economy International Inc And ATV Cultural Entertainment (Hong Kong) Limited.

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 5, 2021	Sharing Economy International Inc.
	By:	/s/<br>Chan Che Chung Anthony
		Chan Che Chung Anthony
		Chief Executive<br> Officer

2

Exhibit 10.1

DATE:31 March 2021

(1)SHARING ECONOMY INTERNATIONAL INC

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and

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(2) ATV CULTURAL ENTERTAINMENT (HONG KONG) LIMITED

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MARKETINGAGREEMENT

THISAGREEMENT dated 31 March 2021

BETWEEN:

(1)	SHARING ECONOMY INTERNATIONAL INC, a company incorporated under the laws of Nevada, USA (“Company”),<br> whose address is Cornwall Centre, 85 Castle Peak Road, Tuen Mun, N.T., Hong Kong; and
(2)	ATV CULTURAL ENNTERTAINMENT (HONG KONG) LIMITED, a company incorporated under the laws<br> of Hong Kong, whose address is Tak Wun Building, 12-16 Pak Kung Street, Hung Hom, Hong<br> Kong (“Agency”).
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WHEREAS

(A)	The<br> Agency wishes to provide consultancy services to Sharing Economy International Inc.,<br> a company organized and existing under the laws of the state of Nevada in the United<br> States of America (“SEII”), and its subsidiaries (together, “Group”)<br> for a period of one year in such terms and conditions hereinafter appearing.
(B)	The<br> Company, as a wholly owned subsidiary of SEII, wishes to appoint the Agency for Services<br> (as defined in Clause 1.1 below) in such terms and conditions hereinafter appearing.
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ITIS HEREBY AGREED that:

1.	Services
1.1	The<br> Company hereby appoints the Agency to provide the following services (“Services”):
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(i)	carry<br> out promotion advertisement shooting by sales team of ATV for SEII corporate and product<br> pomotions;
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(ii)	arrange<br> contracted Miss Asia pageant(s) as spokesperson(s) of SEII;
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(iii)	add<br> banners and advertisements for SEII and affiliate brands in the mobile application of<br> ATV;
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(iv)	carry<br> out design and planning regarding the promotion;
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(v)	produce<br> various creative advertising materials;
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(vi)	manage<br> social media platforms for SEII;
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(vii)	assist<br> SEII in events planning regarding the promotion;
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(viii)	provide<br> customer services to SEII;
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(ix)	put<br> SEII as an official sponsor in the regional Miss Asia events;
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(x)	other<br> promotional activities as required by SEII.
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1.2	The<br> Agency shall report to the CEO of SEII (or such other person as shall be agreed between<br> both parties).
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1.4	The<br> Agency shall perform the Services in Hong Kong. If the Company requires the Agency to<br> perform the Services outside Hong Kong, the Company shall obtain the Agency’s prior<br> written consent and shall reimburse all the expenses incurred by the Agency for and in<br> relation to provision of the Services outside Hong Kong.
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2.	Fee
2.1	Subject<br> to Clause 4.3, the fee for the Services to be provided for the Tenure defined in Clause<br> 4.1 shall be paid by the Company causing SEII to issue to the Agency a total of [27,870,674]<br> ordinary shares of SEII at a par value of US$0.001 each (“Shares”) as more<br> fully described below:
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-	13,935,337<br>shares will be issued within 30 days from the date of this Agreement (or such longer period as shall be required to fulfil the<br>requirements under the relevant laws, regulations and rules in the United States of America for the issue of the Shares),
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-	13,935,337<br>shares will be issued 3 months after the date of this Agreement.
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provided that this Agreement is not terminated prior to any of the issuances of Shares above.

2.2	The<br> Agency acknowledges that none of the Shares may be offered or sold except pursuant to<br> an effective registration statement under the Securities Act of 1933 of the United States<br> of America (“Securities Act”), or pursuant to an exemption from, or in a<br> transaction not subject to, the registration requirements of the Securities Act.
2.3	The<br> Agency has such knowledge and experience in financial and business matters as to be capable<br> of evaluating the merits and risks in the Shares, and has the ability to bear the economic<br> risks of its investment decision and can afford the complete loss of such investment<br> in the Shares.
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2.4	The<br> Company shall pay all the costs incurred in connection with removal of the restrictive<br> and other legends on the certificates (or restrictions on transfer) of all the Shares<br> issued to the Agency, applying for and obtaining an effective registration statement<br> for all such Shares, delivery and transmission of the certificates without restrictive<br> and other legends (or of the registered Shares) to the Agency’s broker, and all<br> such other actions and things required to enable all such Shares to be tradeable in the<br> Over-the-Counter Markets or such other stock exchange in the United States of America.
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3.	Expenses
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The Company shall reimburse the Agency forthwith for all proper and reasonable expenses actually incurred, with the prior approval of the CFO of SEII, by the Agency in the performance of his duties upon presentation of supporting statements, receipts or vouchers. The Company shall make the reimbursement not later than the 7^th^ day of the month immediately after the supporting statements, receipts or vouchers are presented to the Company.

4.	Tenure
4.1	This<br> Agreement commences on 1 April 2021 (“Commencement Date”) and shall expire<br> on 31 March 2022 (or such later date as shall be agreed between both parties in writing)<br> (“Expiry Date”). In this Agreement, “Tenure” means the period<br> from the Commencement Date to the Expiry Date (inclusive of both dates).
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4.2	Any<br> party may terminate this Agreement before the Expiry Date by giving not less than one<br> month notice in writing to the other party, without prejudice to any right of the parties<br> accrued before such notice of termination.
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4.3	If<br> this Agreement is terminated before the end of the Tenure, the Agency shall be entitled<br> to such number of Shares pro-rated for the duration during which he provides Services,<br> and the remaining Shares issued to the Agency shall be forfeited to the Company, or the<br> Agency shall pay the Company a sum equal to the value of the remaining Shares at the<br> Issue Price, as of the effective date of such termination of the Agreement.
4.4	Clauses<br>6, 7, 8, 9, 13 and 15 shall continue in force after the Expiry Date or termination of this Agreement, as the case may be.
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5.	Independent Contractor
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The Company and the Agency declare and agree that the Agency shall act as an independent contractor in the performance of its duties under this Agreement. Nothing in this Agreement creates a joint venture, partnership, or the relationship of principal and agent, or employee and employer between the Company and the Agency.

6.	Non-Competition
6.1	The<br> Agency covenants and agrees not to consult or provide any services in any manner or capacity<br> to a direct competitor of SEII or any of its subsidiaries during the duration of this<br> Agreement unless express written authorization to do so is given by the Vice President,<br> Strategic Business Development of SEII. A direct competitor of SEII or any of its subsidiaries<br> for purposes of this Agreement is defined as any individual, partnership, corporation,<br> and/or other business entity that engages in any of the businesses of SEII or any of<br> its subsidiaries.
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6.2	The<br> Agency shall not attempt in any way to solicit instructions, either in his own right<br> or on behalf of others, from any client, investor or partner of SEII or any of its subsidiaries<br> in respect of projects or jobs being handled by SEII or any of its subsidiaries, or in<br> respect of which SEII or any of its subsidiaries is pursuing instructions, during the<br> duration of this Agreement.
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6.3	The<br> restrictions under Clauses 6.1 and 6.2 shall continue to apply for a period of one year<br> after the termination of this Agreement.
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7.	Intellectual property
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7.1	The<br> Agency shall give the Company full written details of all Inventions and of all works<br> embodying Intellectual Property Rights made wholly or partially by him at any time during<br> the Tenure. The Agency acknowledges that all Intellectual Property Rights subsisting<br> (or which may in the future subsist) in all such Inventions and works shall automatically,<br> on creation, vest in the Group absolutely. To the extent that they do not vest automatically,<br> the Agency holds them on trust for the Group. The Agency agrees promptly to<br> execute all documents and do all acts as may, in the opinion of the Company, be necessary<br> to give effect to this Clause 7.1.
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7.2	The<br> Agency hereby irrevocably waives all moral rights (and all similar rights in any jurisdiction)<br> which he has or will have in any existing or future works referred to in Clause 7.1.
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7.3	The<br> Agency irrevocably appoints the Company to be his attorney in his name and on his<br> behalf to execute documents, use the Agency’s name and do all things which<br> are necessary or desirable for the Group to obtain for itself or its nominee the<br> full benefit of this Clause 7. A certificate in writing, signed by any director<br> or the secretary of the Company, that any instrument or act falls within the<br> authority conferred by this Agreement shall be conclusive evidence that such is the case<br> so far as any third party is concerned.
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7.4	The<br> following definitions apply to Clauses 7 and 8:

ConfidentialInformation: information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) relating to the business, products, affairs and finances of the Group for the time being confidential to the Group and trade secrets including, without limitation, technical data and know-how relating to the business of the Group or any of its business contacts.

IntellectualProperty Rights: patents, rights to Inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in Confidential Information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Invention: any invention, idea, discovery, development, improvement or innovation, whether or not patentable or capable of registration, and whether or not recorded in any medium.

8.	Confidentiality
8.1	The<br> Agency agrees that, unless he has the prior written consent of the Company, he will:
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(i)	keep<br>confidential at all times the Confidential Information of the Group; and
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(ii)	ensure<br> that any personnel or professional advisor to whom the Agency discloses the Group’s<br> Confidential Information is aware of, and comply with, the provisions of this Clause<br> 8.1.
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8.2	The<br> obligations of confidentiality in Clause 8.1 do not apply to any disclosure:
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(i)	for<br> the purpose of performing the Agreement;
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(ii)	required<br>by law (including under the rules of any stock exchange); or
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(iii)	of<br>Confidential Information which:
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(a)	is<br> publicly available through no fault of the Agency or his personnel; or
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(b)	was<br> rightfully received from a third party without restriction or without breach of the Agreement.
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8.3	Except<br> to the extent that the Agency has ongoing rights to use Confidential Information, the<br> Agency must, at the request of the other party following the expiry or termination of<br> the Agreement, promptly return to the Company or destroy all Confidential Information<br> of the Group in the Agency’s possession or control.
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9.	Construction

In this Agreement, unless the context otherwise requires:

(i)	words<br> and defined terms expressed in the singular number shall include the plural and vice<br> versa, and words expressed in the masculine shall include the feminine and neuter gender<br> and vice versa;
(ii)	the<br> term “including” shall be interpreted to mean “including (without limitation)”<br> whenever such term appears in this Agreement (and the terms “include” and<br> “includes” shall be similarly interpreted);
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(iii)	the<br> words “hereof”, “herein”, “hereto” and “hereunder”<br> and words of similar import, when used in this Agreement, shall refer to this Agreement<br> as a whole and not to any particular provision of this Agreement; and
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(iv)	the<br> recital and the schedule, if relevant, are part of this Agreement and shall have effect<br> accordingly.
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10.	Entire agreement
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This Agreement constitutes the entire agreement and understanding between the parties to this Agreement and supersedes all previous agreements and understandings (if any and whether in writing or not) between the parties in relation to the matters contemplated by this Agreement.

11.	Waiver
11.1	The<br> rights of a party may be waived by such party only in writing and, specifically, the<br> conduct of any one of the parties shall not be deemed a waiver of any of its rights pursuant<br> to this Agreement and/or a waiver or consent on its part as to any breach or failure<br> to meet any of the terms of this Agreement or an amendment hereto. A waiver by a party<br> in respect of a breach by the other party of its obligations shall not be construed as<br> a justification or excuse for a further breach of its obligations.
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11.2	No<br> delay or omission to exercise any right, power, or remedy accruing to any party upon<br> any breach or default by the other under this Agreement shall impair any such right or<br> remedy nor shall it be construed to be a waiver of any such breach or default, or any<br> acquiescence therein or in any similar breach or default thereafter occurring.
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12.	Severance
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If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

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13.	Notices
13.1	Any<br> notice or certificate required to be given by the Company to the Agency or by the Agency<br> to the Company shall be in writing giving it shall be sufficiently given or served if<br> delivered to the address and attention of the other party set out in Clause 13.3 or as<br> otherwise notified from time to time hereunder with specific reference to this Agreement.<br> All notices under this Agreement shall be in the English language.
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13.2	Any<br> notice delivered personally shall be deemed to have been given at the time of such delivery.<br> Any notice despatched by letter postage prepaid shall be deemed to have been given two<br> (2) Business Days after posting. Any notice sent by e-mail shall be deemed to have been<br> given upon the receipt of the sent confirmation by the e-mail account of the sender.
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13.3	The<br> initial addresses and e-mail addresses of the Company and the Agency for the purpose<br> of Clause 13.1 are as follows:-
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To the Company:	Cornwall Centre, 85 Castle Peak Road,
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	Coffee Bay, Tuen Mun, N.T., Hong Kong
	Email: [email protected]
	Attention: Anthony Chan
To the Agency:	33 Dai Shing Street, Tai Po Industrial Estate,
	Tai Po, N.T., Hong Kong.
	Email: [email protected]
	Attention: Eric Tang
13.4	Either<br> party may change its address (or other details) to which notices can be sent to it by<br> giving written notice of such change of address (or details) to the other party with<br> specific reference to this Agreement and in the manner herein provided for giving notice.
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14.	Assignment
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Neither party shall have the right to assign or transfer any of its rights hereunder.

15.	Laws and Arbitration
15.1	This<br> Agreement shall be interpreted and governed by the laws of the Hong Kong Special Administrative<br> Region.
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15.2	Any<br> dispute, controversy, difference or claim arising out of or relating to this Agreement,<br> including the existence, validity, interpretation, performance, breach or termination<br> thereof or any dispute regarding non-contractual obligations arising out of or relating<br> to it shall be referred to and finally resolved by arbitration administered by the Hong<br> Kong International Arbitration Centre under the Hong Kong International Arbitration Centre<br> Administered Arbitration rules in force when the Notice of Arbitration is submitted.<br> The seat of arbitration shall be in Hong Kong. The number of arbitrators shall be three:<br> one arbitrator shall be chosen by each party to the dispute and those two arbitrators<br> shall choose the third arbitrator. The arbitration proceedings shall be conducted in<br> English.
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INWITNESS WHEREOF the Company and the Agency agree to the terms hereof.

For and on behalf of	)
the Company	)
and signed by Chan Che Chung Anthony,	)
Director	)	/s/ Chan Che Chung Anthony
Signed by	)
the Agency	)
and signed by Deng Junjie	)
Director	)	/s/ Deng Junjie

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