EWLU Merion Inc (CE)

Item 1.01 Entry into a Material Definitive Agreement

On March 19, 2019, the Company entered into a Debt Repayment Agreement (the “ First Repayment Agreement ”) with Tan Wen Zuo GiGi (the “ First Creditor ”), pursuant to which the Company agreed to repay $124,184.26 debt owed to the First Creditor in the form of shares of Common Stock of the Company for an aggregate of 269,480 shares at a price of $0.460829 per share (the “ First Debt Repayment ”). The First Debt Repayment will be completed pursuant to the exemption from registration provided by Regulation S promulgated under the Securities Act of 1933, as amended.

On March 19, 2019, the Company entered into a Debt Repayment Agreement (the “ Second Repayment Agreement ”) with Shen Xiu Zhen (the “ Second Creditor ”), pursuant to which the Company agreed to repay $11,666.85 debt owed to the Second Creditor in the form of shares of Common Stock of the Company for an aggregate of 26,000 shares at a price of $0.448725 per share (the “ Second Debt Repayment ”). The Second Debt Repayment will be completed pursuant to the exemption from registration provided by Regulation S promulgated under the Securities Act of 1933, as amended.

The representations, warranties and covenants contained in the First Repayment Agreement and the Second Repayment Agreement (the “Agreements”) were made solely for the benefit of the parties to the Agreements. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Agreements and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by shareholders of, or other investors in, the Company. Accordingly, the Agreements are filed with this report only to provide investors with information regarding the terms of transaction, and not to provide investors with any other factual information regarding the Company. Shareholders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the dates of the Agreements, which subsequent information may or may not be fully reflected in public disclosures.

The First Repayment Agreement and the Second Repayment Agreement are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K. The foregoing summary of the terms of the Agreements are subject to, and qualified in its entirety by, the First Repayment Agreement and the Second Repayment Agreement, which are incorporated herein by reference.