Exhibit 10.1


 





THE SECURITIES REPRESENTED HEREBY HAVE
BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).


 


NONE OF THE SECURITIES REPRESENTED HEREBY
HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD,
DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE
1933 ACT.


 


JISHANYE, INC.


 


STOCK PURCHASE AGREEMENT


 


This Stock Purchase Agreement (“Agreement”)
is made as June 9, 2015 by and between Jishanye, Inc., a Delaware corporation (the “Company”), and the
investors listed on Schedule A (together, the “Purchasers,” each, a “Purchaser”).


 


AGREEMENT


 


WHEREAS the Purchasers desire to
invest $999,020 (the “Purchase Price”) into the Company in the amounts indicated on Schedule A;


 


WHEREAS the Company desires to issue
47,800,000 shares of the Company’s common stock with $0.0001 par value (the “ Common Stock”), to the Purchasers
in the amounts designated in Schedule A (the “Shares”) in exchange for the Purchase Price (the “Shares”);


 


NOW THEREFORE, in
consideration of the foregoing, and the representations, warranties, and conditions set forth below, the parties hereto,
intending to be legally bound, hereby agree as follows: 


 




    	 



    	 



    

 





	 	1.	PURCHASE AND SALE OF SHARES.


 


1.1 Purchase and Sale.  In
consideration for the Purchase Price and in reliance upon the representations and warranties of the Company and Purchasers contained
herein and subject to the terms and conditions set forth herein, at the Closing, the Company shall issue the Shares to the Purchasers
in the share amounts indicated on Schedule A.


 


	 	2.	CLOSING.


 


2.1 Date and Time.  The
closing of the sale of Shares contemplated by this Agreement (the “Closing”) with respect to each Purchaser
shall occur upon satisfaction of the conditions set forth in Sections 2.2.1 and 2.3.1.   The obligations of the
Company and each Purchaser shall not be conditioned on the satisfaction of the conditions set forth in Section 2.2.1 by any other
Purchaser.


 


2.2 Deliveries by
Purchaser.  The Purchaser shall deliver the following at the Closing: 


2.2.1 an executed
copy of this Agreement.


2.2.2 receipt
of such Purchaser’s share of the Purchase Price as indicated on Schedule A.


 


2.3 Deliveries by
Company.  As soon as practicable after closing, the Company will deliver the following to the Purchasers: 


2.3.1 an executed copy
of this Agreement. 


2.3.2  share
certificates representing the Shares purchased by such Purchaser, with each such Share being in definitive form and registered
in the name of the Purchasers set forth in Schedule A.  Any instructions for registration of the Shares in a name
other than that of the Purchaser shall require such registered owner to affirm the Purchaser’s warranties and representations
and covenants set forth herein.


 


	 	3.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY.


 


As a material inducement to the Purchasers
to enter into this Agreement, the Company represents and warrants that the following statements are true and correct in all material
respects as of the date hereof and will be true and correct in all material respects at Closing, except as expressly qualified
or modified herein.


  


3.1 Organization and
Good Standing.  The Company is a corporation duly organized, validly existing, and in good standing under the laws
of the State of Delaware and has full corporate power and authority to enter into and perform its obligations under this Agreement.


 


3.2 Validity of Transactions.  This
Agreement, and each document executed and delivered by the Company in connection with the transactions contemplated by this Agreement,
have been duly authorized, executed and delivered by the Company and is each the valid and legally binding obligation of the Company.


 






    	 



    	 



    

 





3.3 Valid Issuance
of Shares.  The Shares that are being issued to Purchasers hereunder, when issued, and delivered in accordance with
the terms hereof for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable and free
of restrictions on transfer, other than restrictions on transfer under this Agreement and under applicable federal and state securities
laws, and will be free of all other liens and adverse claims.


 


3.4 No Violation.  The
execution, delivery and performance of this Agreement will not violate any law or any order of any court or government agency applicable
to the Company, as the case may be, or the Articles of Incorporation or Bylaws of the Company.


 


3.5    Stop
Transfer.  The Company shall refuse to register any transfer of the Shares not made in accordance with Regulation
S, pursuant to registration under the 1933 Act, or pursuant to an exemption from registration under the 1933 Act.


 


	 	4.	REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.


 


Each Purchaser hereby represents, warrants
and covenants with the Company as follows:


 


4.1 Capacity.  The
Purchaser has the requisite capacity to enter into this Agreement, to purchase the Shares hereunder, and to carry out and perform
its obligations under the terms of this Agreement.


 


4.2 Due Execution.  This
Agreement has been duly executed and delivered by the Purchaser, and, upon due execution and delivery by the Company, this Agreement
will be valid and binding agreement of the Purchaser.


 


4.3 Access to Information.  The
Purchaser has been given full and complete access to the Company for the purpose of obtaining such information as the Purchaser
or its qualified representative has reasonably requested in connection with the decision to purchase the Shares.  The
Purchaser has been afforded the opportunity to ask questions of the officers of the Company regarding its business prospects and
the Shares, all as the Purchaser or its qualified representative have found necessary to make an informed investment decision to
purchase the Shares.


 


4.4 No 1933 Act Registration.  The
Purchaser has been advised that the Shares have not been registered under the 1933 Act or applicable state securities laws and
that the Shares are being offered and sold pursuant to Regulation S under the 1933 Act and that the Company’s reliance upon
Regulation S is predicated in part on the Purchaser’s representations as contained herein.


 


4.5 Investment Intent.  The
Purchaser is acquiring the Shares for the Purchaser’s own account, not as a nominee or agent, for investment and not with
a view to or for resale in connection with any distribution or public offering thereof within the meaning of the 1933 Act, except
pursuant to an effective registration statement under the 1933 Act and the Purchaser has no present intent of selling or otherwise
distributing the Shares, except in compliance with applicable securities laws.


 






    	 



    	 



    

 





4.6 Non U.S. Person.  The
Purchaser hereby certifies that he is not a U.S. Person (as defined in Regulation S) and is not acquiring the Shares for the account
or benefit of any U.S. Person.  At the time of the origination of contact concerning this Agreement, and at the date
of execution and delivery of this Agreement, the Purchaser was outside the United States, its territories and possessions.


 


4.7 Transfer Restrictions.  The
Purchaser shall not attempt to have registered any transfer of the Shares not made in accordance with the provisions of Regulation
S.  In addition to any other restrictions on transfer set forth in this Agreement, the Purchaser agrees to transfer the
Shares only in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to
an available exemption from registration, and in accordance with any applicable state securities laws, and not to engage in hedging
transactions with regard to the Shares unless in compliance with the Securities Act. Unless so registered or exempt therefrom,
such transfer restrictions shall include but not be limited to, and the Purchaser certifies to the following:


 


(i) The Purchaser shall
not sell the Shares publicly or privately, or through any short sale, or other hedging transaction to any U.S. Person, whether
directly or indirectly, or for the account or benefit of any such U.S. Person for the restricted period mandated by Regulation
S after the purchase of the Shares unless registered or exempt from registration;


 


(ii) The Purchaser shall
not engage in any hedging transactions with respect with the Company’s shares unless in compliance with the Securities Act.


 


(iii) Any other offer
or sale of the Shares shall be made only if (A) during the restricted period any subsequent purchaser certifies in writing that
it is not a U.S. Person and is not acquiring the Shares for the account or benefit of any U.S.  Person, or (B) after
the restricted period the Shares are purchased in a transaction that did not require registration under the Securities Act and
applicable Blue Sky laws; and


   


(iv) Any transferee
of the Shares who acquires the Shares during the Regulation S restricted period shall agree in writing to resell the Shares only
in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available
exemption from registration.


 


4.8 Directed Selling
Efforts.  Neither the Purchaser, its affiliates or any person acting on behalf of the Purchaser or any such affiliates
has engaged, or will engage, in any Directed Selling Efforts (as defined in Regulation S under 1933 Act) with respect to the Shares
or any distribution, as that term is used in the definition of Distributor in Regulation S under the 1933 Act, with respect to
the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect
of, conditioning the market in the United States for the resale of any of the Shares.


 






    	 



    	 



    

 





4.9 No Solicitation.  Neither
the Company nor any person acting on its behalf made to the Purchaser or any person acting on its behalf in the United States any
statement conveying a purpose or intent to sell the Shares to the Purchaser.  The Purchaser was outside the United States,
its territories, and possessions at the time of the execution of this Agreement.


 


4.10 No Market Conditioning.  Neither
the Purchaser, any affiliate of the Purchaser, nor any person acting on their behalf has undertaken or carried out any activity
for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States, its
territories or possessions, for any of the Shares.


 


4.11 No Scheme.  The
transactions contemplated by this Agreement: 


(a)          have
not been pre-arranged with a purchaser located in the United States, its territories or possessions, or who is a U.S. Person; and 


(b)          are
not part of a plan or scheme to evade the registration provisions of the 1933 Act.


 


4.12 No Nominee.  The
Purchaser is purchasing the Shares for its own account for the purpose of investment and not (A) with a view to, or for sale in
connection with, any distribution thereof, or (B) for the account of or on behalf of any U.S. Person.


 


4.13 No Groups.  The
Purchaser is not an entity or group that has been formed principally for the purpose of investing in securities not registered
under the 1933 Act.


 


4.14 Legend.  The
Purchaser understands that the Shares have not been registered under the 1933 Act and may not be transferred or resold except pursuant
to an effective registration statement or exemption from registration and each certificate representing the Shares will be endorsed
with the following legend:


 


“THE SECURITIES ARE BEING OFFERED
TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES
ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE
UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT.”


 


“TRANSFER OF THESE SECURITIES IS
PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT
TO AVAILABLE EXEMPTION FROM REGISTRATION.  HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES
ACT.”


 


4.15 Stop Transfer.  The
Purchaser agrees that the Company shall refuse to register any transfer of the Shares not made in accordance with Regulation S,
pursuant to registration under the 1933 Act, or pursuant to an exemption from registration under the 1933 Act, and that the Company
may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing the
Shares.


 






    	 



    	 



    

 





4.16 Economic Risk.  The
Purchaser can bear the economic risk of an investment in the Shares, including the total loss of such investment.


 


4.17 Suitability.  The
Purchaser believes, in light of the information provided in this Agreement, the purchase of the Shares pursuant to the terms of
this agreement is an appropriate and suitable investment for the Purchaser.


 


4.18 Investment Knowledge
and Experience.  The Purchaser is experienced and knowledgeable in financial and business matters, capable of evaluating
the merits and risks of purchasing the securities offered herein by the Company.


 


4.19 Non-Contravention.  The
purchase of the Shares by the Purchaser does not contravene any of the applicable securities legislation in the jurisdiction in
which the Purchaser resides and does not trigger:  (i) any obligation to prepare and file a prospectus or similar document
or any other report with respect to the purchase, or (ii) any registration requirement or other securities compliance obligation
on the part of the Company.


 


	 	5.	MISCELLANEOUS.


 


5.1 Governing Law.  This
Agreement shall be governed by and construed under the laws of the State of Delaware.


 


5.2 Successors and
Assigns.  Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and
be binding upon, the successors, assigns, heirs, executors, and administrators of the parties hereto.


 


5.3 Entire Agreement.  This
Agreement and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement among the
parties with regard to the subjects hereof and no party shall be liable or bound to any other party in any manner by any representations,
warranties, covenants, or agreements except as specifically set forth herein or therein.  Nothing in this Agreement,
express or implied, is intended to confer upon any party, other than the parties hereto and their respective successors and assigns,
any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided herein.


  


5.4 Notices.  All
notices and other communications required or permitted hereunder shall be in writing and shall be effective when delivered personally,
or sent by telex or telecopier (with receipt confirmed), provided that a copy is mailed by registered mail, return receipt requested,
or when received by the addressee, if sent by Express Mail, Federal Express or other express delivery service (receipt requested)
in each case to the appropriate address set forth below:


 






    	 



    	 



    

 





	If to the Company:	Jishanye, Inc.
	 	
        7F., No.247, Minsheng 1st Rd.

        Xinxing Dist., Kaohsiung City 800

        Taiwan Republic of China

         

         

	 	 
	If to the Purchaser:	Appropriate address identified in Schedule A.


 


5.5 Faxes and Counterparts.  This
Agreement may be executed in one or more counterparts.  Delivery of an executed counterpart of the Agreement by facsimile
transmission shall be equally as effective as delivery of an executed hard copy of the same.


 


[Signature page follows]


  


 




    	 



    	 



    

 


IN WITNESS WHEREOF, the parties have executed
this Agreement as of the date first set forth above


 


	 	THE PURCHASER:
	 	 
	 	Name: 
	 	 


 


 


	 	THE COMPANY:

JISHANYE, INC.
	 	 	 	 
	 	By: /s/ 	Chun-Hao Chang	 
	 	Name: 	Chun-Hao Chang	 
	 	 	Chief Executive Officer	 



 






    	 



    	 



    

 


 


SCHEDULE A LIST OF PURCHASERS


 


	Shareholders' names	Share amount	Price Per Share	Amount
	Chang, Chun-Hao	30,768,000 	0.0209	643,051 
	Chang, Jo-Lin	3,840,000 	0.0209	80,256 
	Yang, Tsung-Yeh	2,400,000 	0.0209	50,160 
	Jishanye, Inc.	9,792,000 	0.0209	204,653 
	Chang, I-Fa	1,000,000 	0.0209	20,900 
	Total	47,800,000 	 	 
	 	 	Total	999,020