Exhibit 10.1


 


DATE: 20 MAY 2021


 


 


 


 


 


 


 


 


HAINAN QICHENG ASSET
MANAGEMENT JOINT STOCK COMPANY


(as the Vendor)





 


and





 


TEMIR LOGISTICS INDUSTRIAL
PARK LIMITED


(as the Purchaser)





 


and


 





TEMIR CORP.





 





 






 


SALE AND PURCHASE AGREEMENT


In relation to


147,777,800,000 VND registered
share capital of


BAC GIANG INTERNATIONAL
LOGISTICS CO., LTD


 





 



 


 








 




     


     


    

 


THIS AGREEMENT is made on 20 May 2021


 


AMONG:


 


	(1)	HAINAN QICHENG ASSET MANAGEMENT JOINT STOCK COMPANY, a
                                        company incorporated in the People’s Republic of China and having its registered office
                                        at Room 1007, Nan Yang Building, Bin Hai Road, Long Hua District, Hai Kou City, Hai Nan Province,
                                        PRC (the “Vendor”);



 


	(2)	TEMIR LOGISTICS INDUSTRIAL PARK LIMITED, a company incorporated
                                        in Hong Kong and having its registered office at Suite 1802-03, 18/F, Strand 50, 50 Bonham Strand,
                                        Sheung Wan, Hong Kong (the “Purchaser”); and



 


	(3)	TEMIR CORP., a company incorporated in the State of Nevada
                                        and having its correspondence address in Hong Kong at Suite 1802-03, 18/F, Strand 50, 50 Bonham
                                        Strand, Sheung Wan, Hong Kong (“TMRR”).



 


WHEREAS:


 


	(A)	Bac Giang International Logistics Co., Ltd (the “Company”)
                                 is a company incorporated in the Socialist Republic of Vietnam with limited liability. As at the date
                                 hereof, the Company has the registered share capital of 1,477,778,000,000 VND (each a “Share”).



 


	(B)	The Purchaser is a wholly-owned subsidiary of TMRR. The Shares of TMRR
                                 are listed on the OTCQB Venture Markets of the United States of America (TMRR: OTC US).



 


	(C)	The Vendor has agreed to sell and the Purchaser has agreed to purchase
                                 147,777,800,000 VND Shares which are fully paid up or credited as fully paid, representing 10% of the
                                 registered share capital of the Company (the “Sale Shares”), subject to and upon
                                 the terms and conditions of this Agreement.



 






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NOW IT IS HEREBY AGREED as follows:


 


	1.	INTERPRETATION



 


In this Agreement, including the
Recitals, the following expressions shall have the following meanings except where the context otherwise requires:


 


	 	“Business
    Day”	a
                                            day (other than a Saturday, Sunday, public holiday or days on which a typhoon signal No.
                                            8 or black rainstorm warning is hosted in Hong Kong at 10:00 a.m.) on which licensed banks
                                            are generally open for business in Hong Kong throughout their normal business hours

     

	 	“Company”	as
                                            defined in Recital (A)

     

	 	“Completion”	completion
                                            of this Agreement in accordance with the provisions of Clause 4

     

	 	“Completion
    Date”	the
                                            date falling within three years after the signing of this Agreement

     

	 	“Consideration”	as
                                            defined in Clause 3.1

     

	 	“Consideration
    Shares”	the
                                            aggregate of 930,233 new TMRR Shares to be allotted and issued to the Vendor or their respective
                                            nominees as provided by Clause 3 in consideration for the sale of the Sale Shares to the
                                            Purchaser

     

	 	“Encumbrances”	any
                                            mortgage, charge, pledge, lien, (otherwise than arising by statute or operation of law),
                                            hypothecation or other encumbrance, priority or security interest, deferred purchase, title
                                            retention, leasing, sale-and-repurchase or sale-and-leaseback arrangement whatsoever over
                                            or in any property, assets or rights of whatsoever nature and includes any agreement for
                                            any of the same

     

	 	“Hong
    Kong”	the
                                            Hong Kong Special Administrative Region of the People’s Republic of China

     

	 	“Issue
    Price”	the
                                            issue price of US$21.5 per Consideration Share

     

	 	“Sale
    Shares”	as
                                            defined in Recital (C)

     

	 	“Shares”	as
                                            defined in Recital (A)

     

	 	“TMRR”	as
                                            defined in Recital (B)

     

	 	“TMRR
    Shares”	shares
                                            of US$0.001 each in the share capital of TMRR

     

	 	“US$”	United
                                            States dollar(s), the lawful currency of the United States of America

     

	 	“VND”	Vietnam
    Dong dollar(s), the lawful currency of the Socialist Republic of Vietnam


 






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	1.2	In this Agreement:



 


		(a)	references to Clauses and Schedules are
                                            to clauses and sub-clauses
                                            of and the schedules to this Agreement;



 


		(b)	the Schedules form part of this Agreement
                                            (if any);



 


		(c)	words denoting the singular include the
                                            plural and vice versa, words denoting one gender include both genders and the neuter and
                                            words denoting persons include corporations and, in each case, vice versa;



 


		(d)	the expressions the “Vendor”
                                            and the “Purchaser” shall, where the context permits, include their respective
                                            successors and personal representatives; and



 


		(e)	headings and the index page are for ease
                                            of reference only and do not form part of this Agreement.



 


	2.	SALE AND PURCHASE OF THE SALE SHARES



 


Subject to and upon the terms and
conditions of this Agreement, the Vendor shall sell and the Purchaser shall purchase the Sale Shares free from all Encumbrances or third
party interests together with all rights now and hereafter attaching thereto including but not limited to all dividends or distributions
which may be paid, declared or made in respect thereof at any time on or after Completion.


 


	3.	CONSIDERATION



 


		3.1	The aggregate consideration for the sale
                                            and purchase of the Sale Shares shall be the sum of US$20,000,000 (the “Consideration”).



 


		3.2	The Consideration shall be satisfied by the
                                            Purchaser by procuring TMRR to allot and issue the nil-paid Consideration Shares in the name
                                            of the Vendor or its nominee at the Issue Price within one month after signing of this Agreement.



 


		3.3	The Consideration Shares, when allotted and
                                            issued and when credited as fully paid , shall rank pari passu in all respects with the TMRR
                                            Shares in issue on the date of allotment and issue of the Consideration Shares including
                                            the right to all dividends, distributions and other payments made or to be made, the record
                                            date for which falls on or after the date of such allotment and issue.



 


		4.	COMPLETION



 


		4.1	Completion of the transfer of Sale Shares
                                            shall take place within three (3) years after the signing of this Agreement.



 


		4.2	Within one month after the signing of this
                                            Agreement, the Purchaser shall allot and issue the nil-paid Consideration Shares to the Vendor
                                            or its nominee.



 


		4.3	The Vendor shall procure that the board of
                                            directors of the Company shall pass the necessary resolutions to approve the transfer of
                                            the Sale Shares from the Vendor to the Purchaser and that the Purchaser be registered as
                                            the holder of the Sale Shares within three years after the signing of this Agreement.



 






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		4.4	At Completion, the Vendor shall deliver or
                                            procure to be delivered to the Purchaser:



 


		(a)	original share certificate(s) in its
                                            name for the Sale Shares;



 


		(b)	duly signed instruments of transfer in
                                            respect of its Sale Shares in favour of the Purchaser and/or its nominee(s) and such other
                                            documents as may be required to give a good and effective transfer of title to the Sale Shares
                                            to the Purchaser and to enable it to become the registered holder thereof; and



 


		(c)	a copy of the minutes of the board of
                                            directors of the Company approving the transfer of the Sale Shares.



 


		4.5	Against compliance with the provisions of
                                            Clauses 4.3 and 4.4, at Completion, the Purchaser shall:



 


		(a)	deliver the instruments of transfer in
                                            respect of the Sale Shares duly executed by the Purchaser;



 


		(b)	the Consideration Shares credited as
                                            fully paid to the Vendor or its nominee; and



 


		(c)	if required, deliver to the Vendor or
                                            its nominees share certificate for the Consideration Shares.



 


		4.6	If the transfer of Sale Shares to the Purchaser
                                            could not be completed on or before 5:00 p.m. on the Completion Date, this Agreement shall
                                            cease and determine and the Purchaser has the right to call and forfeit the Consideration
                                            Shares.



 


	4A.	CHARGE OF LAND



 


		4A.1	In consideration of the Purchaser agreeing
                                            to support the development of the Company and as an additional security for the transfer
                                            of Sale Shares, the Vendor agrees to create a first fixed charge over the land located at
                                            Big Giang, Vietnam held by the Company.



 


		5.	WARRANTIES



 


		5.1	Each party represents
                                            and warrants to the other party that:



 


		(a)	it is duly incorporated or established
                                            under the law of the place of its incorporation;



 


		(b)	it has the power to enter into and to
                                            exercise its rights and to perform its obligations under this agreement and all other documents
                                            referred to in this agreement;



 


		(c)	it has (or will have taken by Completion)
                                            taken all necessary action to authorise the execution of and the performance of its obligations
                                            under this agreement;



 


		(d)	the obligations expressed to be assumed
                                            by it under each of this agreement is legal, valid, binding and enforceable;



 






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		(e)	neither execution nor performance of
                                            this agreement will contravene any provision of:



 


		(i)	any existing law, treaty or regulation
                                            to which it is subject;



 


		(ii)	its memorandum or articles of association
                                            or equivalent constitutional documents; or



 


		(iii)	any obligation (contractual or otherwise)
                                            which is binding upon it, or upon any of its assets; and



 


		(f)	all consents, licences, approvals or
                                            authorisations of, exemptions by or registrations with or declarations by, any governmental
                                            or other authority required by it with respect to this agreement have been obtained or made
                                            (or will have been obtained or made by Completion), are legal, valid and subsisting (or will
                                            be legal, valid and subsisting at Completion) and will not be contravened by the execution
                                            or performance of this agreement.



 


		5.2	The Vendor represents and warrants to the
                                            Purchaser that it is the holder and sole beneficial owner of the Sale Shares free from all
                                            Encumbrances.



 


		6	OPTION TO SUBSCRIBE
                                            NEW SHARES



 


Upon Completion, the Vendor shall
execute and deliver in favor of the Purchaser the option deed (the “Option Deed”), pursuant to which the Purchaser
shall have the right but not an obligation (the “Option”) to subscribe up to 40% of the enlarged issued Shares at
the date of exercise of the Option by the Purchaser.


 


		7.	FURTHER ASSURANCE



 


Each of the parties shall execute
such documents and perform such further acts as the other of them may reasonably require effectively to vest in the Purchaser the legal
and beneficial ownership of the Sale Shares free from all Encumbrances and with all rights now and hereafter attaching thereto.


 


		8.	GENERAL



 


		8.1	This Agreement constitutes an entire agreement
                                            between the parties hereto with respect to the matters dealt with herein and supersedes any
                                            previous agreements, arrangements, statements or transactions between the parties hereto
                                            in relation to the subject matters hereof.



 


		8.2	Each of the parties undertakes to the other
                                            of them that it will not, at any time after the date of this Agreement, divulge or communicate
                                            to any person other than to its professional advisers, or when required by law, or to its
                                            respective officers or employees whose province it is to know the same any confidential information
                                            concerning the business, accounts, finance or contractual arrangements or other dealings,
                                            transactions or affairs of the other party which may be within or may come to its knowledge
                                            and it shall use its best endeavours to prevent the publication or disclosure of any such
                                            confidential information concerning such matters.



 






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		8.3	Any variation to this Agreement shall be
                                            binding only if recorded in a document signed by the parties.



 


		8.4	Time shall be of the essence of this Agreement
                                            but no failure by any party to exercise, and no delay on its part in exercising any right
                                            hereunder will operate as a waiver thereof, nor shall any single or partial exercise of any
                                            right under this Agreement preclude any other or further exercise of it or the exercise of
                                            any right or prejudice or affect any right against any person under the same liability whether
                                            joint, several or otherwise. The rights and remedies provided in this Agreement are cumulative
                                            and not exclusive of any rights or remedies provided by law.



 


		8.5	None of the parties may assign or transfer
                                            any of its rights or obligations under this Agreement.



 


		9.	NOTICES



 


		9.1	Each notice, demand or other communication
                                            given, made or serve under this Agreement shall be in writing and delivered or sent to the
                                            relevant party by prepaid postage (by airmail if to another country), facsimile transmission
                                            or personal delivery to its address or fax number as set out below (or such other address
                                            or fax number as the addressee has by five (5) days’ prior written notice specified
                                            to the other parties):



 


	 	To
    the Vendor:	Hainan
    Qicheng Asset Management Joint Stock Company
	 	 	 
	 	 	Address:	Room
    1007, Nan Yang Building, Bin Hai 

    Road, Long Hua District, Hai Kou City, Hai

    Nan Province, PRC
	 	 	 	 
	 	 	Attention:	The
    Board of Directors
	 	 	 
	 	To
    the Purchaser:	Temir
    Logistics Industrial Park Limited
	 	 	 
	 	 	Address:	Suites
    1802-03, 18/F, Strand 50, 50 Bonham 

    Strand, Sheung Wan, Hong Kong
	 	 	 	 
	 	 	Attention:	The
    Board of Directors


 


		9.2	Each notice, demand or other communication
                                            given, made or serve under this Agreement shall be deemed to have been given and received
                                            by the relevant parties (i) within two (2) days after the date of posting, if sent by local
                                            mail; four (4) days after the date of posting, if sent by airmail; (ii) when delivered, if
                                            delivered by hand; and (iii) on despatch, if sent by facsimile transmission.



 


		10	COSTS AND
                                            STAMP DUTY



 


		10.1	Each party shall bear its own costs and
                                            expenses (including legal fees) incurred in connection with the preparation, negotiation,
                                            execution and performance of this Agreement and all documents incidental or relating to Completion.



 


		10.2	The stamp duty in relation to the transfer
                                            of the Sale Shares (if applicable) shall be borne by the parties hereto in equal shares.



 


		11.	GOVERNING
                                            LAW AND JURISDICTION



 


This Agreement shall be governed
by and construed in accordance with the laws of Hong Kong and the parties irrevocably submit to the non-exclusive jurisdiction of the
Hong Kong courts.





 




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IN WITNESS whereof the parties entered
into this Agreement the day and year first above written.





 


	THE VENDOR	 
	 	 
	SIGNED by Song Liwei	)
	 	)
	for and on behalf of	)
	 	)
	HAINAN QICHENG ASSET MANAGEMENT	)
	JOINT STOCK COMPANY	)
	 	)
	in the presence of:	)



 


	THE PURCHASER	 
	 	 
	SIGNED by Chan Kong Hoi	)
	 	)
	for and on behalf of	)
	 	)
	TEMIR LOGISTICS INDUSTRIAL	)
	PARK LIMITED	)
	 	)
	in the presence of:	)



 


	TMRR	 
	 	 
	SIGNED by Chan Kong Hoi	)
	 	)
	for and on behalf of	)
	 	)
	TEMIR CORP.	)
	 	)
	in the presence of:	)



 


 


 


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