Exhibit 4.1


 


SHARE
PURCHASE AGREEMENT


 


between


 


Lee
Yu


 


and


 


Total
Faith Holdings Limited


 


dated
as of


 


June
16, 2020


 



     


     


    

 


SHARE
PURCHASE AGREEMENT


  


This
Share Purchase Agreement (this “Agreement”), dated as of June 16, 2020, is entered into between Lee Yu, an individual
(“Seller”), and Total Faith Holdings Limited, a BVI corporation (“Buyer”). Capitalized terms
used in this Agreement have the meanings given to such terms herein.


 


RECITALS


 


WHEREAS,
Seller owns 102 issued and outstanding shares, no par value (the “Shares”), in Domo Industry Inc., a New
York corporation (the “Company”);


 


WHEREAS,
Buyer owns 98 issued and outstanding shares of the Company;


 


WHEREAS,
Seller and Buyer signed a Shareholders Agreement dated October 12, 2015, by which and relevant arrangements Buyer has been owning
the Company through VIE; and


 


WHEREAS,
Seller wishes to sell to Buyer, and Buyer wishes to purchase from Seller, the Shares, subject to the terms and conditions set
forth herein, so Buyer will wholly own the Company’s shares;


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


ARTICLE
I

Purchase and sale


 


Section
1.01Purchase and Sale. Subject to the
terms and conditions set forth herein, at the Closing (as defined in Section 2.01),
Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Shares, free and clear of any mortgage, pledge, lien, charge,
security interest, claim, community property interest, option, equitable interest, restriction of any kind (including any restriction
on use, voting, transfer, receipt of income, or exercise of any other ownership attribute), or other encumbrance (each, an “Encumbrance”),
for the consideration specified in Section 1.02.


 


Section
1.02Purchase Price. The aggregate purchase
price for the Shares shall be $40,000 (the “Purchase Price”). Buyer shall pay the Purchase Price to Seller
at the Closing in cash by wire transfer of immediately available funds in accordance with the wire transfer instructions set forth
in Section 1.02 of the Disclosure Schedules. The term “Disclosure Schedules” means the disclosure schedules,
attached hereto and made a part hereof, delivered by Seller concurrently with the execution, closing, and delivery of this Agreement.


 






    2


     


    

 


ARTICLE
II

CLOSING


 


Section
2.01Closing. The closing of the transactions contemplated by this Agreement
(the “Closing”) shall take place on or before June 22, 2020 (the “Closing”). The consummation
of the transactions contemplated by this Agreement shall be deemed to occur at 12:01 a.m. New York time on the Closing Date.


 


Section
2.02Seller Closing Deliverables. At least three (3) business days prior
to Closing, Seller shall deliver to Buyer the following:


 


(a) A
lost certificate affidavit evidencing the Shares, free and clear of all Encumbrances, duly accompanied by


 


(b) A
stock power.


 


(c) Resignation
from directorship of the Company, effective as of the Closing Date.


 


Section
2.03Buyer’s Deliveries. At the Closing, Buyer shall deliver the Purchase
Price to Seller by wire transfer or other means of immediately available funds.


 


ARTICLE
III

Representations and warranties of seller


 


Seller
represents and warrants to Buyer that the statements contained in this Article are true and correct as of the date hereof. For
purposes of this Article , “Seller’s knowledge,” “knowledge of Seller,” and any similar phrases shall mean
the actual or constructive knowledge of any director or officer of Seller, after due inquiry.


 


Section
3.01Authority of Seller. Seller has full
power and authority to enter into this Agreement and agreements, instruments, and documents required to be delivered in connection
with this Agreement or at the Closing (collectively, the “Transaction Documents”) to which Seller is a party,
to carry out his obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. This
Agreement and each Transaction Document to which Seller is a party constitute legal, valid, and binding obligations of Seller
enforceable against Seller in accordance with their respective terms.


 


Section
3.02Capitalization.


 


(a) The
authorized shares of the Company consist of 200 common shares, no par value, of which 200 shares are issued and outstanding
and constitute the Shares. All of the Shares have been duly authorized, are validly issued, fully paid and nonassessable, and
are owned of record and beneficially by Seller, free and clear of all Encumbrances. Upon the transfer, assignment, and
delivery of the Shares and payment therefor in accordance with the terms of this Agreement, Buyer shall own all of the
Shares, free and clear of all Encumbrances.


 


(b) All
of the Shares were issued in compliance with applicable Laws. None of the Shares were issued in violation of any agreement or
commitment to which Seller or the Company is a party or is subject to or in violation of any preemptive or similar rights of
any individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated
organization, trust, association, or other entity (each, a “Person”).


 






    3


     


    

 


Section
3.03 No Conflicts or Consents. The execution,
delivery, and performance by Seller of this Agreement and the other Transaction Documents to which he is a party, and the consummation
of the transactions contemplated hereby and thereby, do not and will not: (a) violate or conflict with any provision of any statute,
law, ordinance, regulation, rule, code, treaty, or other requirement of any Governmental Authority (collectively, “Law”)
or any order, writ, judgment, injunction, decree, determination, penalty, or award entered by or with any Governmental Authority
(“Governmental Order”) applicable to Seller or the Company; (b) require the consent, notice, or filing with or
other action by any Person or require any Permit, license, or Governmental Order; (c) violate or conflict with, result in the
acceleration of, or create in any party the right to accelerate, terminate, or modify any contract, lease, deed, mortgage, license,
instrument, note, indenture, joint venture, or any other agreement, commitment, or legally binding arrangement, whether written
or oral (collectively, “Contracts”), to which Seller or the Company is a party or by which Seller or the Company
is bound or to which any of their respective properties and assets are subject; or (d) result in the creation or imposition of
any Encumbrance on any properties or assets of the Company.


 


ARTICLE
IV

Representations and warranties of buyer


 


Buyer
represents and warrants to Seller that the statements contained in this Article are true and correct as of the date hereof. For
purposes of this Article , “Buyer’s knowledge,” “knowledge of Buyer,” and any similar phrases shall mean the
actual or constructive knowledge of any director or officer of Buyer, after due inquiry.


 


Section
4.01Organization and Authority of Buyer. Buyer is a corporation duly organized,
validly existing, and in good standing under the Laws of BVI. Buyer has full corporate power and authority to enter into this
Agreement and other Transaction Documents to which Buyer is a party, to carry out its obligations hereunder and thereunder, and
to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any
other Transaction Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder, and
the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate
action on the part of Buyer. This Agreement and each Transaction Document constitute legal, valid, and binding obligations of
Buyer enforceable against Buyer in accordance with their respective terms.


 


Section
4.02No Conflicts; Consents. The execution,
delivery, and performance by Buyer of this Agreement and the other Transaction Documents to which it is a party, and the consummation
of the transactions contemplated hereby and thereby, do not and will not: (a) violate or conflict with any provision of the certificate
of incorporation, by-laws, or other governing documents of Buyer; (b) violate or conflict with any provision of any Law or Governmental
Order applicable to Buyer; or (c) require the consent, notice, declaration, or filing with or other action by any Person or require
any Permit, license, or Governmental Order.


 






    4


     


    

 


ARTICLE
V

Covenants


 


Section
5.01Confidentiality. From and after the
Closing, Seller shall, and shall cause its Affiliates and its and their respective directors, officers, employees, consultants,
counsel, accountants, and other agents (collectively, “Representatives”) to, hold in confidence any and all information,
in any form, concerning the Company, except to the extent that Seller can show that such information: (a) is generally available
to and known by the public through no fault of Seller, any of its Affiliates, or their respective Representatives; or (b) is lawfully
acquired by Seller, any of its Affiliates, or their respective Representatives from and after the Closing from sources which are
not prohibited from disclosing such information by any obligation. If Seller or any of its Affiliates or their respective Representatives
are compelled to disclose any information by Governmental Order or Law, Seller shall promptly notify Buyer in writing and shall
disclose only that portion of such information which is legally required to be disclosed; provided, however, Seller shall
use reasonable best efforts to obtain as promptly as possible an appropriate protective order or other reasonable assurance that
confidential treatment will be accorded such information.


 


Section
5.02Further Assurances. Following the
Closing, each of the parties hereto shall, and shall cause their respective Affiliates to, execute and deliver such additional
documents and instruments and take such further actions as may be reasonably required to carry out the provisions hereof and give
effect to the transactions contemplated by this Agreement and the other Transaction Documents.


 


ARTICLE
VI

Miscellaneous


 


Section
6.01Notices. All notices, claims, demands,
and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with
written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt
requested); (c) on the date sent by facsimile or email of a PDF document (with confirmation of transmission) if sent during normal
business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on
the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid, if sent to the
respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in
accordance with this Section 6.01):


 


	If
    to Seller:	Lee
Yu

        2601
S. Lemay Ave, Suite 7-417

        Fort
Collins, CO 80525

        Email:
        lee@domoindustry.com

	 	 
	If
    to Buyer:	c/o
Fuling Plastic USA, Inc.

        6690
Grant Way, Allentown, PA 18106

        Email:
shu@fulingusa.com 

        Attention:
        Sean Hu

	 	 
	with
    a copy (which shall not constitute notice) to:	Kaufman
& Canoles, P.C. 

        Two
James Center 

        1021
East Cary Street, Suite 1400 

        Richmond,
VA 23219-4058 

        Facsimile:
(888) 360.9092 

        Email:
awbasch@kaufcan.com 

        Attention:
        Anthony Basch, Esq.



 






    5


     


    

 


Section
6.02Interpretation; Headings. This Agreement
shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting
an instrument or causing any instrument to be drafted. The headings in this Agreement are for reference only and shall not affect
the interpretation of this Agreement.


 


Section
6.03Severability. If any term or provision
of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability
shall not affect any other term or provision of this Agreement.


 


Section
6.04Entire Agreement. This Agreement and
the other Transaction Documents constitute the sole and entire agreement of the parties to this Agreement with respect to the
subject matter contained herein and therein, and supersede all prior and contemporaneous understandings and agreements, both written
and oral, including the Shareholders Agreement dated October 12, 2015, with respect to such subject matter. In the event of any
inconsistency between the statements in the body of this Agreement and those in the other Transaction Documents and the Disclosure
Schedules (other than an exception expressly set forth as such in the Disclosure Schedules), the statements in the body of this
Agreement will control.


 


Section
6.05Successors and Assigns. This Agreement
shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent
shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder.


 


Section
6.06Amendment and Modification; Waiver. This Agreement may only be amended,
modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions
hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No failure to exercise, or
delay in exercising, any right or remedy arising from this Agreement shall operate or be construed as a waiver thereof. No single
or partial exercise of any right or remedy hereunder shall preclude any other or further exercise thereof or the exercise of any
other right or remedy.


 


Section
6.07Governing Law; Submission to Jurisdiction. This
Agreement shall be governed by and construed in accordance with the internal laws of the State of Virginia. Any legal suit, action,
proceeding, or dispute arising out of or related to this Agreement, the other Transaction Documents, or the transactions contemplated
hereby or thereby may be instituted in the federal courts of the United States of America or the courts of the State of Virginia,
and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, proceeding, or dispute.


 


Section
6.08Counterparts. This Agreement may be
executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the
same agreement. A signed copy of this Agreement delivered by email or other means of electronic transmission shall be deemed to
have the same legal effect as delivery of an original signed copy of this Agreement.


 


[signature
page follows]


 



    6


     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their
respective officers thereunto duly authorized.


 


	 	Lee
    Yu
	 	 
	 	 
	 	 
	 	Total
    Faith Holdings Limited
	 	 
	 	By	              
	 	Guilan
    Jiang
	 	President


 


 




 


7