Exhibit 10.1


 


Equity Transfer Agreement


 


	Party A (Transferee): Meten Holding Group Ltd.
	 
	Legal Representative:
	 
	Address:
	 
	Contact Person: 	Telephone:	Email:


 


	Party B (Transferor)
	 
	Party B1: Vermilion Bird Holding Group Limited
	 
	Legal Representative:
	 
	Address:
	 
	Contact Person: 	Telephone:	Email:


 


	Party B 2: ZX Investment Group Limited
	 
	Legal Representative:
	 
	Address:
	 
	Contact Person: 	Telephone:	Email:


 


	Party B 3: Liao Manning
	 
	Address:
	 
	ID Card Number:
	 
	Party B4: Yun Feng Assets Inc.
	 
	Legal Representative:
	 
	Address:
	 
	Contact Person:	Telephone:	Email:


 


Met Chain Co., Limited (hereinafter referred
to as the “Company”) was incorporated in the Hong Kong Special Administrative Region on January 18, 2022 as a private company
limited by shares, with the business scope of researching, developing, manufacturing and selling xx and xx industry-related products.
Party B holds 79% equity of the Company. Party B intends to transfer 3.3% of the Company’s equity held by Party B to Party A, and
Party A agrees to accept the transfer. Therefore, in accordance with relevant laws and regulations, Party A and Party B hereby reach the
following Agreement on the transfer of the Company’s equity through consultation:


 


I. Equity Transfer


 


1. Party A agrees to accept 3.3% of the Company’s
equity held by Party B by means of directional issuance of shares (stock code: METX,NASDAQ), and Party B agrees to transfer 3.3%
of the Company’s equity. The transferee designated by Party A is Met Chain Investing Holding Company Ltd., which is a subsidiary
controlled by Party A 100%. Among them, Party B1 agrees to transfer 0.24% of the Company’s equity held, Party B2 agrees to transfer
0.0423% of the Company’s equity held, Party B3 agrees to transfer 0.0177% of the Company’s equity held, and Party B4 agrees
to transfer 3% of the Company’s equity held. All parties have no objection to this arrangement.


 






     


     


    

 


2. The consideration paid by Party A is equivalent
to 7,120,478 Yuan of shares.


 


3. The consideration value is calculated as the
average share price multiplied by the number of shares issued at the closing price 20 trading days prior to the transfer date.


 


4. Shareholding ratio of each party before and
after the transfer.


 


	Name of shareholder	 	Shareholding ratio before
 transfer	 	 	The equity
 to be transferred
 to Party A	 	 	Shareholding
 ratio after
 transfer	 
	Met Chain Investing Holding Company Ltd	 	 	21	%	 	 	 	 	 	 	24.3	%
	Vermilion Bird Holding Group Limited	 	 	31.2	%	 	 	0.24	%	 	 	30.96	%
	ZX Investment Group Limited	 	 	5.5	%	 	 	0.0423	%	 	 	5.4577	%
	Liao Manning	 	 	2.3	%	 	 	0.0177	%	 	 	2.2823	%
	Yun Feng Assets Inc.	 	 	40	%	 	 	3	%	 	 	37	%
	合计	 	 	100	%	 	 	3.3	%	 	 	100	%




 


II. Business division and profit and loss sharing
(including creditor’s rights and debts) before equity transfer of the Company:


 


1. Before this Agreement becomes effective, the
parties shall share the profits of the Company and the corresponding risks and loss in the proportion of the shares before the equity
transfer.


 


2. After the Agreement takes effect, the parties
shall share the profits of the Company and the corresponding risks and losses in proportion to the equity after the equity transfer.


 


3. Party B undertakes to Party A that: the Company
does not have any facts related to the Company’s assets or business that may have a material adverse impact on the Company’s
assets or business and that Party B has not disclosed to Party A;


 


The Company does not provide security for any
person, business or other entity. The Company does not sign any debt paying off agreements or settlement agreements or other arrangements
with creditors that may involve the interests of the Company.


 


If the Company is liable for compensation, payment
of liability or similar liability to any third party (including but not limited to natural person, enterprise legal person, administrative
authority, etc.) due to any behavior of the Company before the transfer, such liability shall be fully borne by Party B, and Party A shall
be compensated for the losses arising therefrom.


 


III. Liability for Breach of this Agreement:


 


Once this Agreement comes into effect, all parties
must perform voluntarily. Any party who fails to fully perform its obligations as provided in the Agreement shall be liable for liability
arising therefrom in accordance with the law and this Agreement.


 


If Party B fails to perform the equity transfer
obligations and go through relevant procedures as agreed herein, it shall pay Party A a penalty equal to 20% of the total transfer price,
and continue to perform this Agreement.


 


IV. Modification or Termination of the Agreement:


 


Party A and Party B may modify or terminate this
Agreement upon mutual agreement through negotiation. If the Agreement is modified or terminated through negotiation, the parties shall
sign modification or termination Agreement separately.


 






    2


     


    

 


V. Related expenses:


 


The relevant expenses incurred in the process
of equity transfer (such as evaluation or audit, industrial and commercial change registration, etc.) shall be borne by each party by
half.


 


VI. Dispute Resolution Method:


 


Any dispute arising out of or in connection with
this Agreement shall be settled by both parties through friendly negotiation. If no agreement can be reached through negotiation, both
parties agree to submit the dispute to Hong Kong International Arbitration Center for arbitration, which shall be governed by the laws
and regulations of Hong Kong Special Administrative Region.


 


VII. Effective conditions:


 


This Agreement shall come into force upon being
signed and approved by both parties, and both parties agree to go through the equity change procedures within 15 working days.


 


VIII. This Agreement is made in five copies, with
Party A holding one copy and Party B holding four copies.


 


No text on the next page. It is the signature
page!


 


Party A (stamp): Meten Holding Group Ltd.


 


Name of legal representative (authorized person):
Siguang Peng


 


Signature of legal representative (authorized
person): /s/ Siguang Peng


 


Title: Chief Executive Officer


 


Party B 1: Vermilion Bird Holding Group Limited


 


Name of legal representative (authorized person):
/s/ LIU Zhijun


 


Signature of legal representative (authorized
person): /s/ LIU Zhijun


 


Party B 2: ZX Investment Group Limited


 


Name of legal representative (authorized person):
/s/ LI Yunning


 


Signature of legal representative (authorized
person): /s/ LI Yunning


 


Party B 3: LIAO Manning


 


Signature: /s/ LIAO Manning


 


Party B 4: Yun Feng Assets Inc.


 


Name of legal representative (authorized person):
/s/ LI Le


 


Signature of legal representative (authorized
person): /s/ LI Le


 


This Agreement is entered into by and between
the parties on October 31, 2022 in Nanshan District, Shenzhen.


 


 


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