Exhibit 10.1


 


SHARE PURCHASE AGREEMENT 


 


THIS SHARE PURCHASE
AGREEMENT, dated as of November 30, 2018 (the “SPA”), is made by and among Jiangsu Rong Hai Electric
Power Fuel Co., Ltd., a PRC limited liability company (the “Rong Hai”), shareholders listed in the Exhibit
A, (each a “Shareholder,” and collectively the “Shareholders”) who owns 100% equity interests
of Rong Hai and TMSR Holding Company Limited., a Company incorporated under the laws of the State of Nevada (“TMSR”)
(individually a “Party” or collectively “Parties”).


 


RECITALS


 


NOW, THEREFORE,
for and in consideration of the foregoing premises, the mutual covenants and agreements contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound,
hereby agree as follows:


 


SECTION I


PURCHASE OF TMSR SHARES AND DELIVERY


 


1.1 The
Parties agree that TMSR shall issue 4,630,000 shares of TMSR’s common stock (“TMSR
Shares”) to the Shareholders with individual amount set forth in the
Exhibit A, in exchange for the Shareholder’s agreement to enter into, and cause Rong Hai to, enter into certain VIE
Agreements (“VIE Agreements”) with Shengrong Environmental Protection Technology (Wuhan) Co., Ltd. (“WFOE”),
through which the WFOE has the right to control, manage and operate Rong Hai in return for a service fee approximately equal to
100% of Rong Hai’s net income. The VIE Agreements consist of Consulting Services Agreement, Equity Pledge Agreement, Call
Option Agreement, Voting Rights Proxy Agreement and Operating Agreement. 


 


1.2  Upon
execution of this SPA, TMSR shall deliver to instruction letters to TMSR’s transfer agent to issue the TMSR Shares to the
Shareholders.


 


1.3  Upon
execution of this SPA, the Shareholders shall deliver to TMSR the VIE Agreements executed by Rong Hai and the Shareholders.


 


1.4 The
closing of the transactions contemplated by this SPA (the “Closing,”) shall occur on the date when this Agreement
and the VIE Agreements are executed and the TMSR Shares are issued.


 


SECTION II


SHAREHOLDERS’ REPRESENTATIONS AND



WARRANTIES.


 


The Shareholders and
Rong Hai hereby acknowledge, represent and warrant to, and agree with, TMSR and its affiliates as follows:


 


2.1 The
Shareholders are acquiring the TMSR Shares for their own account, not as a nominee or agent, for investment purposes only, and
not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part and no other person has a direct
or indirect beneficial interest in such Common Stock or any of the components of the Common Stock, other than the Shareholders.
Further, none of the Shareholders has any contract, undertaking, agreement or arrangement with any person to sell, transfer or
grant participations to such person or to any third person, with respect to any of the TMSR Shares.


 



     


     


    

 


2.2 The
Shareholders and Rong Hai have full power and authority to enter into this SPA, the execution and delivery of this SPA have been
duly authorized, if applicable, and this SPA constitutes a valid and legally binding obligation of each Shareholder and Rong Hai.


 


2.3 The
Shareholders acknowledge their understanding that the offering and sale of the Common Stock is intended to be exempt from registration
under the Securities Act of 1933, as amended (the “Securities Act”) by virtue of Section 4(2) of the Securities Act
and the provisions of Regulation S promulgated thereunder (“Regulation S”). In furtherance thereof, the
Shareholders and Rong Hai represent and warrant and agree that they are not U.S. persons or affiliates of any U.S.
persons as defined in Rule 501(b) under the Securities Act.


 


2.4 The
Shareholders:


 


	 	(i)	Have been furnished with any and all documents which may have been made available upon request for a reasonable period of time prior to the date hereof;


 


	 	(ii)	Have been given the opportunity for a reasonable period of time prior to the date hereof to ask questions of, and receive answers from, the TMSR or its representatives concerning the terms and conditions of the offering of the Common Stock and other matters pertaining to this investment, and have been given the opportunity for a reasonable period of time prior to the date hereof to obtain such additional information necessary to verify the accuracy of the information provided in order for them to evaluate the merits and risks of purchase of the TMSR Shares to the extent the TMSR possesses such information or can acquire it without unreasonable effort or expense;


 


	 	(iii)	Have not been furnished with any oral representation or oral information in connection with the offering of the TMSR Shares which is not contained herein; and


 


	 	(iv)	Have determined that acquiring the TMSR Shares is a suitable investment for the Shareholders and Rong Hai and that at this time the Shareholders and Rong Hai could bear a complete loss of such investment.


 


2.5 The
Shareholders represent, warrant and agree that they will not sell or otherwise transfer the TMSR Shares without registration under
the Securities Act or an exemption therefrom and fully understands and agrees that they must bear the economic risk of their purchase
because, among other reasons, the TMSR Shares have not been registered under the Securities Act or under the securities laws of
any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered
under the Securities Act and under the applicable securities laws of such states or an exemption from such registration is available. In
particular, the Shareholders and Rong Hai are aware that the TMSR Shares are “restricted securities,” as such term
is defined in Rule 144 promulgated under the Securities Act (“Rule 144”), and they may not be sold pursuant to Rule
144 unless all of the conditions of Rule 144 are met. The Shareholders and Rong Hai also understand that TMSR is under
no obligation to register the TMSR Shares on their behalf or to assist them in complying with any exemption from registration under
the Securities Act or applicable state securities laws. The Shareholders and Rong Hai further understand that sales
or transfers of the TMSR Shares are further restricted by state securities laws and the provisions of this SPA.


 


2.6 No
representations or warranties have been made to the Shareholders by TMSR, or any officer, employee, agent, affiliate or subsidiary
of TMSR, other than the representations of TMSR contained herein, and in acquiring the TMSR Shares the Shareholder are
not relying upon any representations other than those contained herein.


 



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2.7 Any
information which the Shareholders have heretofore furnished to TMSR with respect to their financial position and business experience
is correct and complete as of the date of this SPA and if there should be any material change in such information they will immediately
furnish such revised or corrected information to TMSR.


 


2.8 The
Shareholders understand and agree that the certificates for the TMSR Shares shall bear the following legend until (i) such securities
shall have been registered under the Securities Act and effectively been disposed of in accordance with a registration statement
that has been declared effective; or (ii) in the opinion of counsel for TMSR such securities may be sold without registration under
the Securities Act as well as any applicable “Blue Sky” or state securities laws:


 


“THESE SECURITIES HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED,
ASSIGNED OR TRANSFERRED EXCEPT (i) PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WHICH HAS BECOME EFFECTIVE AND
IS CURRENT WITH RESPECT TO THESE SECURITIES, OR (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
BUT ONLY UPON A HOLDER HEREOF FIRST HAVING OBTAINED THE WRITTEN OPINION OF COUNSEL TO THE CORPORATION, OR OTHER COUNSEL REASONABLY
ACCEPTABLE TO THE CORPORATION, THAT THE PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE SECURITIES ACT
AS WELL AS ANY APPLICABLE “BLUE SKY” OR SIMILAR SECURITIES LAW.”


 


2.9 The
Shareholder understand that an investment in the TMSR Shares is a speculative investment which involves a high degree of risk and
the potential loss of their entire investment.


 


SECTION III


 TMSR REPRESENTATIONS AND WARRANTIES.


 


TMSR hereby acknowledges, represents and
warrants to, and agrees with the Shareholders and Rong Hai (which representations and warranties will be true and correct as of
the date of the Closing as if they were made on the date of Closing) as follows:


 


3.1 TMSR
has been duly organized, is validly existing and is in good standing under the laws of the State of Nevada. TMSR has full corporate
power and authority to enter into this SPA. This SPA, has been duly and validly authorized, executed and delivered by TMSR and
are valid and binding obligations of TMSR, enforceable against TMSR in accordance with their terms, except as such enforcement
may be limited by the United States Bankruptcy Code and laws effecting creditors rights, generally.


 


3.2 Subject
to the performance by the Shareholders and Rong Hai of their respective obligations under this SPA and the accuracy of the representations
and warranties of the Shareholders and Rong Hai, the offering and sale of the TMSR Shares will be exempt from the registration
requirements of the Securities Act.


 


3.3 The
execution and delivery by TMSR of, and the performance by TMSR of its obligations hereunder in accordance with its terms will not
contravene any provision of the charter documents of TMSR.


 



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3.4 The
TMSR Shares have been duly authorized and, when issued and delivered as provided by this SPA, will be validly issued and fully
paid and non-assessable, and the TMSR Shares are not subject to any preemptive or similar rights.


 


3.5 Except
as otherwise disclosed in its SEC filings, TMSR is not in violation of its charter or bylaws and is not in material
default in the performance of any bond, debenture, note or any other evidence of indebtedness or any indenture, mortgage, deed
of trust, license, contract, lease or other instrument to which TMSR is a party or by which it is bound, or to which
any of the property or assets of TMSR is subject, except such as have been waived or which would not, singly or in the
aggregate, prevent TMSR from discharging its obligations under this SPA.


 


SECTION IV


GENERAL PROVISIONS


 


4.1 Survival. All
representations, warranties, covenants, and obligations in this SPA shall survive until the expiration of the applicable statute
of limitation with respect to the underlying claim to which such representation, warranty, covenant, or obligation relates.


 


4.2 Written
Changes. Neither this SPA nor any provision hereof may be changed, waived, discharged or terminated orally,
except by a statement in writing signed by the Party against which enforcement of the change, waiver, discharge or termination
is sought.


 


4.3 Delays
or Omissions. Except as expressly provided herein, no delay or omission to exercise any right, power or remedy
accruing to any party under this SPA shall impair any such right, power or remedy of such party nor shall it be construed to be
a waiver of any such breach or default, or an acquiescence thereto, or of a similar breach or default thereafter occurring; nor
shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any
waiver, permit, consent or approval of any kind or character on the part of any party hereto of any breach or default under this
SPA, or any waiver on the part of any party of any provisions or conditions of this SPA, must be in writing and shall be effective
only to the extent specifically set forth in such writing.


 


4.4 Entire
Agreement. This SPA constitutes the entire understanding and agreement of the Parties with respect to the subject
matter hereof and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or
implied, written or oral, between the Parties with respect hereto. The express terms hereof control and supersede any
course of performance or usage of the trade inconsistent with any of the terms hereof.


 


4.5 Severability. Should
any one or more of the provisions of this SPA or of any agreement entered into pursuant to this SPA be determined to be illegal
or unenforceable, all other provisions of this SPA and of each other agreement entered into pursuant to this SPA, shall be given
effect separately from the provision or provisions determined to be illegal or unenforceable and shall not be affected thereby. The
Parties further agree to replace such void or unenforceable provision of this SPA with a valid and enforceable provision which
will achieve, to the extent possible, the economic, business and other purposes of the void or unenforceable provision.


 


4.6 Successors
and Assigns. The terms and conditions of this SPA shall inure to the benefit of and be binding upon and be enforceable
by the successors and assigns of the Parties.


 



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4.7 Governing
Law. The validity, terms, performance and enforcement of this SPA shall be governed and construed by the provisions
hereof and in accordance with the laws of the State of Nevada applicable to agreements that are negotiated, executed, delivered
and performed in the State of Nevada.


 


4.8 Counterparts. This
SPA may be executed concurrently in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument and shall become effective when counterparts have been signed by each Party and delivered
to the other Party.


 


4.9 Further
Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably
request in order to carry out the intent and accomplish the purposes of this SPA and the consummation of the transactions contemplated
hereby.


 


4.10 Third
Party Beneficiaries. Nothing expressed or implied in this SPA is intended, or shall be construed, to confer
upon or give any person other than the Parties any rights or remedies under or by reason of this SPA.


 


4.11 Headings. The
headings of this SPA are for convenience of reference and shall not form part of, or affect the interpretation of, this SPA.


 


[SIGNATURE PAGES TO FOLLOW]


 



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IN WITNESS WHEREOF,
the parties have executed and delivered this Share Purchase Agreement as of the date first written above.


 





	THE SHAREHOLDERS 	 
	 	 
	/s/ Jirong
    Huang	 
	Jirong Huang	 
	 	 
	/s/ Qihai
    Wang	 
	Qihai Wang	 




 





	RONG HAI	 
	 	 	 
	Jiangsu Rong Hai Electric Power Fuel Co., Ltd.	 
	 	 	 
	/s/ Jirong Huang	 
	Name:	Jirong Huang	 
	Title:	Authorized Representative	 
	 	 	 
	TMSR	 
	 	 	 
	TMSR Holding Company Limited	 
	 	 	 
	/s/ Jiazhen Li	 
	Name:	Jiazhen Li	 
	Title:	CEO	 







 



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