Exhibit 10.2


 


MASTER AGREEMENT


 


THIS AGREEMENT is dated June 26, 2015 (the
“Agreement”)


 


BETWEEN:


 


		(1)	Fuzhou Yishun Deep-Sea Fishing CO.,
                                         Ltd., a company incorporated under the laws of China and having its office at Floor #23,
                                         North Tower, Huacheng International Building, No. 162 Wusi Road, Fuzhou, PRC 350001 (“Seller”);
                                         and



 


		(2)	Pingtan Marine Enterprise Ltd., a company
                                         incorporated under the laws of the Cayman Islands and having its office at 18/F, Zhongshan
                                         Building A, No. 154 Hudong Road, Fuzhou, PRC 350001 (“Buyer”)(the Seller
                                         and the Buyer together, the “Parties”).



 


WHEREAS:


 


		(A)	The Seller is the sole legal and beneficial
                                         owner of each of the Vessels (as defined below).



 


		(B)	The Seller has agreed to sell, and
                                         the Buyer has agreed to buy, each of the Vessels.



 


		(C)	The Parties have agreed to enter into
                                         this Agreement setting out (a) the terms and conditions on which the Seller shall enter
                                         into memoranda of agreement to sell and deliver each of the Vessels to the Buyer and
                                         (b) the further terms and conditions on which the Vessels shall be sold and purchased.



 


IT IS AGREED as follows:


 


		1.	DEFINITIONS



 


		1.1	In
                                         this Agreement (including the Recitals above):



 


“Buyer’s Account”
means the Buyer’s bank account for which wire instructions are provided in Exhibit A.


 


“Deposit” shall have
the meaning given in Clause 4 (Deposit).


 


“MOA” means, in relation
to a Vessel, the memorandum of agreement to be entered into between the Seller and the Buyer in relation to the sale, purchase
and delivery of the relevant Vessel in the form set out in Schedule 2 to this Agreement (together, “MOAs”), as amended,
supplemented and varied by the terms of this Agreement.


 


“Purchase Price” shall
have the meaning given in Clause 3. The Purchase Price is set forth in both U.S. Dollars (“USD” or “$”)
and Chinese Renminbi (“RMB”) at an exchange rate based on the People’s Bank of China’s middle rate as
of June 23, 2015 (1 USD = 6.1119 RMB).


 




    	 



    	 



    

  


“Seller’s Account”
means the Seller’s bank account for which wire instructions are provided in Exhibit B.


 


“Vessels” means the
vessels listed at Schedule 1 to this Agreement.


 


		2.	PURCHASE
                                         AND DELIVERY OF VESSELS



 


		2.1	The
                                         Seller and Buyer hereby agree that each MOA shall upon execution of this Agreement be
                                         deemed entered into and effective on the terms and conditions set out in such MOA, as
                                         amended, supplemented and varied as follows:



 


		(a)	the
                                         vessel details under each MOA (as are to be set out at lines 4-10 of each MOA) shall
                                         be as set out in Schedule 1 to this Agreement;



 


		(b)	the
                                         Seller shall (notwithstanding the terms of each relevant MOA) tender a notice of readiness
                                         for delivery for each Vessel on the same date, and delivery and acceptance of each Vessel
                                         shall occur on a simultaneous basis;



 


and as otherwise amended, supplemented
and varied under the terms of this Agreement (including without limitation Clause 3 below). For the avoidance of doubt, each MOA
shall be read and construed subject to the terms and conditions of this Agreement, and in the event of any inconsistency between
the terms of this Agreement and the MOAs (or any of them), the terms of this Agreement shall prevail.


 


		3.	PURCHASE
                                         PRICE



 


		3.1	The
                                         purchase price for the Vessels shall be as follows (the “Purchase Price”):



 


$18.6 Million (RMB 113,800,000)
in [cash consideration] to be paid by Buyer to Seller’s Account per the payment terms set forth in Clause 4.


 


		4.	DEPOSIT



 


		4.1	As
                                         security for the correct fulfillment of this Agreement the Buyer shall (i) send a deposit
                                         of the amount of the Purchase Price (the “Deposit”) to Seller on or prior
                                         to June 26, 2015.



 


		5.	PAYMENT



 


		5.1	Notwithstanding
                                         any term(s) of the MOAs, the Purchase Price shall be paid by the Buyer to the Seller
                                         as follows:



 


		(a)	In
                                         exchange for and always subject to delivery of the Vessels and each of the delivery documents
                                         required to be provided by the Seller to the Buyer (or their guaranteed nominee) under
                                         Clause 5 of the MOAs (the “Closing”), the Deposit shall be released to the
                                         Seller; and



 




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		(b)	the
                                         balance of the Purchase Price and all other sums payable on delivery by the Buyer to
                                         the Seller under this Agreement shall be paid in full free of bank charges to the Seller’s
                                         Account upon Closing.



 


		6.	VESSEL
                                         NET PROFITS



 


		6.1	During
                                         the time period between the Signing and the Closing, the Buyer shall be entitled to 100%
                                         of the net profits (the gross profits minus the costs and expenses, including the tax
                                         payable all as determined in accordance with us generally accepted accounting principles)
                                         reported by each of the Vessels (the “Net Profits”).



 


		6.2	The
                                         Net Profits shall be paid by Seller to Buyer on a monthly basis in arrears in full free
                                         of bank charges to the Buyer’s Account.



 


		7.	TOTAL
                                         LOSS, MAJOR CASUALTY AND FORCE MAJEURE



 


		7.1	Should
                                         any Vessel become a total loss as provided in the relevant MOA, the purchase price of
                                         such Vessel, as set out in Schedule 1 to this Agreement shall be deducted from the Purchase
                                         Price and proportionate part of the Deposit shall be returned to the Buyer upon release
                                         of the Deposit amount in accordance with Clause 5.



 


		7.2	Should
                                         any Vessel become a total loss as provided in the relevant MOA, this Agreement and the
                                         other MOAs shall continue in full force and effect.



 


		7.3	No
                                         Party shall be liable if it is delayed or prevented from performing its obligations under
                                         this Agreement by Force Majeure. Force Majeure means acts of nature, fire, earthquake,
                                         war and political turmoil, and any other event that is beyond the party’s reasonable
                                         control and cannot be prevented with reasonable care. When the event of Force Majeure
                                         arises, the affected party shall inform the other Parties within 15 business days. The
                                         affected party which does not perform the obligations under this Agreement shall be responsible
                                         for any damage caused by failure of informing other parties. After the event of Force
                                         Majeure is removed, the affected party shall resume performance of this Agreement with
                                         its best efforts.



 


		8.	NOMINATION
                                         FOR DELIVERY



 


		8.1	The
                                         Buyer under each MOA shall have the option (such option to be declared no later than
                                         the date hereof ) to nominate a fully guaranteed nominee to receive transfer of title
                                         of a Vessel (including execute a protocol of delivery and acceptance), but such nomination
                                         shall not in any way whatsoever relieve the Buyer of their primary obligation as the
                                         Buyer under this Agreement and under each MOA, including, without limitation, their obligation
                                         to take delivery of the Vessel and pay the Purchase Price.



 


		9.	REPRESENTATIONS,
                                         WARRANTIES AND UNDERTAKINGS



 


		9.1	The
                                         Seller represents and warrants to the Buyer that the Seller has full power and authority
                                         to become a party to this Agreement and each MOA, and the Seller has taken all necessary
                                         action and has obtained all consents, licences and approvals required in connection with
                                         the entry into and performance of this Agreement and each MOA, including, but not limited
                                         to, the sale and delivery of the Vessels on the term of this Agreement and each MOA.



 




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		9.2	The
                                         Buyer represents and warrants to Seller that the Buyer has full power and authority to
                                         become a party to this Agreement and each MOA, and the Buyer has taken all necessary
                                         action and has obtained all consents, licences and approvals required in connection with
                                         the entry into and performance of this Agreement and each MOA, including, but not limited
                                         to, the purchase and acceptance of the Vessels on the terms of this Agreement and each
                                         MOA.



 


		9.3	The
                                         Seller represents and warrants that each Vessel at the time of delivery is free from
                                         all charters, encumbrances, mortgages and maritime liens or any other debts whatsoever,
                                         and is not subject to Port State or other administrative detentions. The Seller hereby
                                         undertakes to indemnify the Buyer against all consequences of claims made against the
                                         Vessel which have been incurred prior to the time of delivery.



 


		9.4	The
                                         Seller represents and warrants that each Vessel at the time of delivery has all permits
                                         and governmental approvals needed to operate such Vessel and that such permits and approvals
                                         can be transferred to Buyer in connection with the transfer of the Vessel to Buyer.



 


		9.5	The
                                         Seller represents and warrants that the Vessel is in all material respects fit for the
                                         purpose for which it is currently employed and comply with all present laws and regulations
                                         applicable for such purpose.



 


		10.	ASSISTANCE
                                         WITH REGISTRATION



 


		10.1	The
                                         Seller agrees and undertakes with the Buyer to provide the Buyer (or their relevant nominee)
                                         with all reasonable assistance required by the Buyer in relation to the re-registration
                                         of each of the Vessels under PRC flag in the name of the Buyer (or their nominee).



 


		11.	INDEMNIFICATION
                                         AND TERMINATION



 


		11.1	Indemnification



 


From and after the closing, Seller
agrees to pay and to indemnify fully, hold harmless and defend Buyer and its affiliates, and their respective agents, directors,
officers, employees, consultants, representatives, successors and assigns from and against any and all damages arising out of,
relating to or based upon any breach by Seller of the Agreement or the MOUs, including the breach of any of the representations
and warranties contained in Clause 9.


 




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		11.2	Buyer’s
                                         Default



 


Should the Deposit not be lodged
in accordance with Clause 4 (Deposit), the Seller have the right to cancel this Agreement, and shall be entitled to claim compensation
for its losses and for all expenses incurred together with interest. Should the Purchase Price not be paid in accordance with
Clause 5 (Payment), the Seller has the right to cancel this Agreement, in which case the Deposit together with interest earned,
if any, shall be released to the Seller. If the Deposit does not cover its loss, the Seller shall be entitled to claim further
compensation for their losses and for all expenses incurred together with interest.


 


		11.3	Seller’s
                                         Default



 


Should the Seller materially breach
its obligations under this Agreement, including, but not limited to the delivery of a majority of the Vessels, the Buyer shall
have the option of cancelling this Agreement and shall be entitled to claim compensation for its losses and for all expenses incurred
together with interest. In the event that the Buyer elects to cancel this Agreement, the Deposit together with interest earned,
if any, shall be released to Buyer immediately. If the Deposit does not cover Buyer’s loss, the Buyer shall be entitled
to claim further compensation for their losses and for all expenses incurred together with interest.


 


		12.	TAX



 


		12.1	The
                                         Seller acknowledges and agrees that notwithstanding any other term of this Agreement
                                         and/or the MOAs, the Purchase Price is inclusive of any and all value added, export,
                                         sales, income, earnings or other tax and/or duty (or equivalent thereof) payable to PRC
                                         taxation authority or other authorities under or in connection with the sale and purchase
                                         and/or delivery of the Vessels, in accordance with this Agreement and/or the MOAs.



 


		12.2	The
                                         Seller shall indemnify and hold harmless the Buyer (and, if relevant, their nominee)
                                         upon their first written demand against any value added, export, sales, income, earnings
                                         or other tax and/or duty (or equivalent thereof), charged or imposed by any PRC taxation
                                         authority or other authorities on the Buyer (or their nominee) under or in connection
                                         with the sale and purchase, or delivery of the Vessels, in accordance with this Agreement
                                         and/or the MOAs.



 


		13.	COUNTERPARTS



 


This Agreement may be executed in
any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.


 


		14.	GOVERNING
                                         LAW AND ARBITRATION



 


		14.1	This
                                         Agreement shall be governed by and construed in accordance with Title 9 of the United
                                         States Code and the substantive law (not including the choice of law rules) of the State
                                         of New York and any dispute arising out of or in connection with this Agreement shall
                                         be referred to three (3) persons at New York, one to be appointed by each of the parties
                                         hereto, and the third by the two so chosen; their decision or that of any two of them
                                         shall be final, and for the purposes of enforcing any award, judgment may be entered
                                         on an award by any court of competent jurisdiction. The proceedings shall be conducted
                                         in accordance with the rules of the Society of Maritime Arbitrators, Inc.



 




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		14.2	In
                                         cases where neither the claim nor any counterclaim exceeds the sum of US$ 100,000 the
                                         arbitration shall be conducted in accordance with the Shortened Arbitration Procedure
                                         of the Society of Maritime Arbitrators, Inc.



 




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IN WITNESS WHEREOF, this Agreement has been
duly executed on the date first above written.


 


	 	By:	/s/ Jun Zhu
	 	 	for and on behalf of
	 	 	Fuzhou Yishun Deep-Sea Fishing CO., Ltd.
	 	 	 
	 	By:	/s/ Xinrong Zhuo
	 	 	for and on behalf of
	 	 	Pingtan Marine Enterprise Ltd.


 


[Signature Page to Master Agreement]


 




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SCHEDULE 1


 


VESSELS


 




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SCHEDULE 2


 


FORM OF MOA


 


FORM OF MEMORANDUM OF AGREEMENT


 


Date: June 26, 2015


 


Fuzhou Yishun Deep-Sea Fishing CO., Ltd.,
hereinafter called the “Seller”, has agreed to sell, and


 


Pingtan Marine Enterprise Ltd., hereinafter
called the “Buyer”, has agreed to buy:


 


Name of Vessel: FU YUAN YU 001


 


IMO Number:


 


Classification Society:


 


Class Notation:3500001978030001


 


Year of Build:1978-3-14                      Builder/Yard:
Jin Zhi shipyard


 


Flag:CHINA             Place
of Registration: Fuzhou             GT/NT:495/203


 


hereinafter called the “Vessel”,
on the following terms and conditions:


 


Definitions:


 


“Buyer’s Nominated Flag State”
means the PRC


 


“Class” means the class notation
referred to above.


 


“Classification Society” means
the Society referred to above.


 


“In writing” or “written”
means a letter handed over from the Seller to the Buyer or vice versa, a registered letter, e-mail or telefax.


 


“Master Agreement” means that
certain Master Agreement dated June 26, 2015 entered into by and between the Parties.


 


“Parties” means the Seller and
the Buyer.


 


“Purchase Price” means the price
for the Vessel as stated in Clause 1 (Purchase Price).


 




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Date: June 26, 2015


 


Fuzhou Yishun Deep-Sea Fishing CO., Ltd.,
hereinafter called the “Seller”, has agreed to sell, and


 


Pingtan Marine Enterprise Ltd., hereinafter
called the “Buyer”, has agreed to buy:


 


Name of Vessel: FU YUAN YU 002


 


IMO Number:


 


Classification Society:


 


Class Notation:3500001978060001


 


Year of Build:1978-06-06                      Builder/Yard:Xin
Xie shipyard


 


Flag:CHINA             Place
of Registration: Fuzhou             GT/NT:491/203


 


hereinafter called the “Vessel”,
on the following terms and conditions:


 


Definitions:


 


“Buyer’s Nominated Flag State”
means the PRC


 


“Class” means the class notation
referred to above.


 


“Classification Society” means
the Society referred to above.


 


“In writing” or “written”
means a letter handed over from the Seller to the Buyer or vice versa, a registered letter, e-mail or telefax.


 


“Master Agreement” means that
certain Master Agreement dated June 26, 2015 entered into by and between the Parties.


 


“Parties” means the Seller and
the Buyer.


 


“Purchase Price” means the price
for the Vessel as stated in Clause 1 (Purchase Price).


 




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		1.	Purchase Price and Payment



 


The Purchase Price is as set forth
in Clause 3 of the Master Agreement and payment of the Purchase Price shall be made in accordance with the terms of Clause 5 of
the Master Agreement.


 


		2.	Inspection



 


		(a)	The Buyer has inspected and accepted
                                         the Vessel’s classification records and have accepted the Vessel following this
                                         inspection and the sale is outright and definite, subject only to the terms and conditions
                                         of this Agreement.



 


		3.	Spares, bunkers and other items



 


The Seller shall deliver the Vessel
to the Buyer with everything belonging to her on board and on shore. All spare parts and spare equipment including spare tail-end
shaft(s) and/or spare propeller(s)/propeller blade(s), if any, belonging to the Vessel at the time of inspection used or unused,
whether on board or not shall become the Buyer’s property, but spares on order are excluded. Forwarding charges, if any,
shall be for the Buyer’s account. The Seller is not required to replace spare parts including spare tail-end shaft(s) and
spare propeller(s)/propeller blade(s) which are taken out of spare and used as replacement prior to delivery, but the replaced
items shall be the property of the Buyer. Unused stores and provisions shall be included in the sale and be taken over by the
Buyer without extra payment.


 


The Buyer shall take over remaining
bunkers and unused lubricating and hydraulic oils and greases in storage tanks and unopened drums and pay either.


 


“Inspection” in this
Clause 3, shall mean the Buyer’s inspection according to Clause 2 (Inspection), if applicable. If the Vessel is taken over
without inspection, the date of this Agreement shall be the relevant date.


 


		4.	Documentation



 


		(a)	The place of closing: The offices
                                         of Buyer at 18/F, Zhongshan Building A, No. 154 Hudong Road, Fuzhou, PRC 350001.



 


		(b)	In exchange for payment of the
                                         Purchase Price the Seller shall provide the Buyer with the following delivery documents:



 


		(i)	Evidence that all necessary corporate,
                                         shareholder and other action has been taken by the Seller to authorise the execution,
                                         delivery and performance of this Agreement;



 


		(i)	A copy of the Seller’s letter
                                         to their satellite communication provider cancelling the Vessel’s communications
                                         contract which is to be sent immediately after delivery of the Vessel;



 




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		(ii)	Any additional documents as may
                                         reasonably be required by the competent authorities of the Buyer’s Nominated Flag
                                         State for the purpose of registering the Vessel, provided the Buyer notifies the Seller
                                         of any such documents as soon as possible after the date of this Agreement; and



 


		(b)	At the time of delivery the Buyer
                                         shall provide the Seller with:



 


		(i)	Evidence that all necessary corporate,
                                         shareholder and other action has been taken by the Buyer to authorise the execution,
                                         delivery and performance of this Agreement; and



 


		(c)	If any of the documents listed
                                         in Sub-clauses (a) and (b) above are not in the English language they shall be accompanied
                                         by an English translation by an authorised translator or certified by a lawyer qualified
                                         to practice in the country of the translated language.



 


		(d)	The Parties shall to the extent
                                         possible exchange copies, drafts or samples of the documents listed in Sub-clause (a)
                                         and Sub-clause (b) above for review and comment by the other party as soon as possible
                                         prior to the Vessel’s intended date of delivery.



 


		(e)	Concurrent with the exchange of
                                         documents in Sub-clause (a) and Sub-clause (b) above, the Seller shall also hand to the
                                         Buyer the classification certificate(s) as well as all drawings and manuals, (excluding
                                         ISM/ISPS manuals), which are on board the Vessel. Other certificates which are on board
                                         the Vessel shall also be handed over to the Buyer unless the Seller is required to retain
                                         same, in which case the Buyer has the right to take copies.



 


		(f)	Other technical documentation which
                                         may be in the Seller’s possession shall promptly after delivery be forwarded to
                                         the Buyer at their expense, if they so request. The Seller may keep the Vessel’s
                                         log books but the Buyer has the right to take copies of same.



 


		(g)	The parties shall sign and deliver
                                         to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery
                                         of the Vessel from the Seller to the Buyer.



 


		5.	Encumbrances



 


The Seller warrants that the Vessel,
at the time of delivery, is free from all charters, encumbrances, mortgages and maritime liens or any other debts whatsoever,
and is not subject to Port State or other administrative detentions. The Seller hereby undertakes to indemnify the Buyer against
all consequences of claims made against the Vessel which have been incurred prior to the time of delivery.


 




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		6.	Taxes, fees and expenses



 


Any taxes, fees and expenses in
connection with the purchase and registration in the Buyer’s Nominated Flag State shall be for the Buyer’s account,
whereas similar charges in connection with the closing of the Seller’s register shall be for the Seller’s account.


 


		7.	Condition on Delivery



 


The Vessel with everything belonging
to her shall be at the Seller’s risk and expense until she is delivered to the Buyer, but subject to the terms and conditions
of this Agreement she shall be delivered and taken over as she was at the time of inspection, fair wear and tear excepted.


 


However, the Vessel shall be delivered
free of cargo and free of stowaways with her Class maintained without condition/recommendation, free of damage affecting the Vessel’s
class, and with her classification certificates and national certificates, as well as all other certificates the Vessel had at
the time of inspection, valid and unextended without condition/recommendation by the Classification Society or the relevant authorities
at the time of delivery.


 


“Inspection” in this
Clause 7, shall mean the Buyer’s inspection according to Clause 2 (inspection), if applicable. If the Vessel is taken over
without inspection, the date of this Agreement shall be the relevant date.


 


		8.	Name/markings



 


Upon delivery the Buyer undertakes
to change the name of the Vessel and alter funnel markings.


 


		9.	Law and Arbitration



 


This Agreement shall be governed
by and construed in accordance with Title 9 of the United States Code and the substantive law (not including the choice of law
rules) of the State of New York and any dispute arising out of or in connection with this Agreement shall be referred to three
(3) persons at New York, one to be appointed by each of the parties hereto, and the third by the two so chosen; their decision
or that of any two of them shall be final, and for the purposes of enforcing any award, judgment may be entered on an award by
any court of competent jurisdiction. The proceedings shall be conducted in accordance with the rules of the Society of Maritime
Arbitrators, Inc.


 


In cases where neither the claim
nor any counterclaim exceeds the sum of US$ 100,000 the arbitration shall be conducted in accordance with the Shortened Arbitration
Procedure of the Society of Maritime Arbitrators, Inc.


 


		10.	Notices



 


All notices to be provided under
this Agreement shall be in writing.


 




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Contact details for recipients of
notices are as follows:


 


For the Buyer:


 


Pingtan Marine Enterprise Ltd.


Attn. Roy Yu and XinrongZhuo


18/F, Zhongshan Building A


No. 154 Hudong Road, Fuzhou


PRC 350001


 


For the Seller:


 


Fuzhou Yishun Deep-Sea Fishing CO.,
Ltd.


Attn. Jun Zhu


Floor #23, North Tower


Huacheng International Building,


No. 162 Wusi Road, Fuzhou,


PRC 350001


 


The written terms of this Agreement
comprise the entire agreement between the Buyer and the Seller in relation to the sale and purchase of the Vessel and supersede
all previous agreements whether oral or written between the Parties in relation thereto.


 


Each of the Parties acknowledges
that in entering into this Agreement it has not relied on and shall have no right or remedy in respect of any statement, representation,
assurance or warranty (whether or not made negligently) other than as is expressly set out in this Agreement.


 


Any terms implied into this Agreement
by any applicable statute or law are hereby excluded to the extent that such exclusion can legally be made. Nothing in this Clause
shall limit or exclude any liability for fraud.


 




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	 	For and on behalf of the Seller
	 	 
	 	/s/ Jun Zhu
	 	Name: Jun Zhu
	 	 
	 	Title: Legal Representative
	 	 
	 	For and on behalf of the Buyer
	 	 
	 	/s/ Xinrong Zhuo
	 	Name: Xinrong Zhuo
	 	 
	 	Title: CEO


 


 




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Exhibit A


 


Buyer’s Account


 




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Exhibit B


 


Seller’s Account


 




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