Exhibit 10.1


 


SALES AND PURCHASE AGREEMENT


 


This Sales and Purchase Agreement (“Agreement”),
made on this 27th day of October, 2016, by and among Balincan International Inc., a corporation organized under
the laws of Nevada (the "Company" or “Buyer”), with its principal place of business at 3773 Howard Hughes
Pkwy Ste 500S, Las Vegas, United States, and BKG International Limited (Formerly known as Getabed Company Limited)(“ACQUIRED
COMPANY”), a Hong Kong limited company, with its principal place of business at 11/F Johnson Industrial Mansion, 340 Kwun
Tong Road, Kowloon, Hong Kongand Matthew Pau (“Seller”), an individual with an address of Flat A, 29/F, Block
1, The Zenith, 3 Wanchai Road, Wan Chai, Hong Kong.


 


The Company and Seller desire to enter
into a transaction whereby the Company acquires 100% of the shares of ACQUIRED COMPANY (the “Shares”) from Seller,
in exchange for an aggregate $35,000 dollars, to be paid in the form of cash (the “Purchase Price”).


 


Terms of Agreement


 


In consideration of
the mutual promises, covenants and representations contained herein, the parties herewith agree as follows:


 


ARTICLE I


ACQUISITION TERMS


 


1.01      Acquisition.
The Company will acquire 100% of the Shares and all preexisting assets and with all preexisting liabilities.


 


1.02      Compensation.
In exchange, Seller shall receive $35,000 on or about October 31, 2016.


 


1.01      Closing.
The Closing of this transaction will take place upon the “Instrument of Transfer” being stamped by the Stamp Office
at the Inland Revenue Department in Hong Kong with the appropriate Stamp Duties paid, as per Section 1.03 below.


 


1.02      Post-Closing
Operations. After the Closing, ACQUIRED COMPANY will be a wholly-owned subsidiary of the Company subject to the terms and conditions
outlined in this Agreement. ACQUIRED COMPANY shall be responsible to report to the Company all financial matters and newsworthy
events as they materialize, as Seller and ACQUIRED COMPANY recognize that Company is a publicly traded company and has certain
material obligations of disclosure pursuant to state and federal laws, statutes and regulations.


 


1.03      Stamp
Duties. At the Closing, Seller shall pay Hong Kong stamp duties, equal to two percent (2%) for the change of ownership.


 




     


     


    

 


ARTICLE II


REPRESENTATIONS AND WARRANTIES OF THE COMPANY/Buyer


 


The Company/Buyer represents and warrants
to ACQUIRED COMPANY and Seller the following:


 


2.01      Organization.
The Company is a corporation duly organized, validly existing, and in good standing under the laws of the state of Nevada and
has all necessary corporate powers to own properties and carry on its business. All actions taken by the incorporators, Directors
and/or shareholders of Company have been valid and in accordance with all applicable laws.


 


2.02      Capital.
The authorized capital stock of Company consists of 1,000,000,000 shares of Common Stock, of which approximately 40,500,000shares
are issued and outstanding and warrants to purchase up to 40,500,000 additional shares of Common Stock are issued and outstanding.
All outstanding shares are fully paid and non-assessable, free of liens, encumbrances, options, restrictions and legal or equitable
rights of others not a party to this Agreement. None of the outstanding shares of the Company are subject to any stock restriction
agreements.


 


2.03      Financial
Statements. The unaudited balance sheet as of June 30, 2016 and the related statements of income and retained earnings for
the periods then ended fairly present the financial position of the Company as of the dates of the balance sheets included in the
financial statements, and the results of its operations for the period indicated.


 


2.04      Tax Returns.
Within the times, and in the manner prescribed by law, the Company has filed all federal, state, and local tax returns required
by law. The Company has paid, or will pay, all taxes, assessments, and penalties due and payable. There are no present disputes
as to taxes of any nature payable by the Company as of the Closing.


 


2.05      Ability
to Carry Out Obligations. Company has the right, power, and authority to enter into and perform its obligations under this
Agreement. The execution and delivery of this Agreement by the Company and the performance by the Company of its obligations hereunder
will not cause, constitute, or conflict with or result in (a) any breach or violation or any of the provisions of or constitute
a default under any license, indenture, mortgage, charter, instrument, articles of incorporation, bylaw, or other agreement or
instrument to which the Company is a party or by which they may be bound, nor will any consents or authorizations of any party
other than those hereto be required or (c) an event that would result in the creation or imposition of any lien, charge, or encumbrance
on any asset of Company or upon the Stock.


 


2.06      Full Disclosure.
None of the representations and warranties made in this Agreement by the Company, or on its behalf, contains or will contain any
untrue statement of a material fact or omit any material fact the omission of which would be misleading.


 


2.07      Compliance
with Laws. The Company has complied with all, and is not in violation of any, federal, state, or local statute, law, or regulation.
The Company has complied with all federal and state securities laws in connection with the offer, sale and distribution of its
securities.


 


2.08      Litigation.
The Company is not a party to any suit, action, arbitration, or legal, administrative, or other proceeding or pending governmental
investigation. To the best of Company’s knowledge, there is no basis for any such action or proceeding, and no such action
or proceeding is threatened against the Company. The Company is not subject to, or in default with respect to any order, writ,
injunction, or decree of any federal, state, local, or foreign court, department, agency, or instrumentality.


 




     


     


    

 


2.09      Conduct of
Business. Prior to the Closing, the Company shall not (i) amend its Certificate of Incorporation or Bylaws, other than to
restructure the Company for this acquisition, (ii) declare dividends or redeem or sell stock or other securities, except as part
of completing this transaction, (iii) incur any liabilities outside the normal course of business, (iv) acquire any assets, enter
into any contract, or guarantee obligations of any third party outside the normal course of business, or (v) enter into any other
transaction, which is outside the bounds of its customary and ordinary operations.


 


2.10      Exempt
Transaction. Buyer understands that the offering and sale of the Stock and the Shares is intended to be exempt from registration
under the Act and exempt from registration or qualification under any state law.


 


2.11      Authority.
Buyer represents that he has full power and authority to enter into this Agreement. This Agreement has been duly and validly executed
and delivered by Buyer, and upon the execution and delivery by Seller of this Agreement and the performance by Seller of its obligations
herein, will constitute, a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms,
except as such enforcement may be limited by bankruptcy or insolvency laws or other laws affecting enforcement of creditors’
rights or by general principles of equity.


 


2.12      Investment Purpose.
The Shares to be purchased by Buyer hereunder will be acquired for investment for Buyer’s own account, not as a nominee or
agent, and not with a view to the public resale or distribution thereof, and Buyer has no present intention of selling, granting
any participation in, or otherwise distributing the same.


 


2.13      Due Diligence. Buyer
has conducted his own due diligence with respect to ACQUIRED COMPANY and its liabilities and believes he has enough information
upon which to base an investment decision in the Shares. Buyer acknowledges that Seller has made no representations with respect
to the existence or non-existence of liabilities in the Company.


 


2.14      Investment Experience.
The Buyer understands that the purchase of the Shares involves substantial risk. The Buyer (a) has experience as a Buyer in securities
of companies in the development stage and acknowledges that it can bear the economic risk of Buyer’s investment in the Shares
and (b) has such knowledge and experience in financial, tax, and business matters so as to enable Buyer to evaluate the merits
and risks of an investment in the Shares, to protect Buyer’s own interests in connection with the investment, and to make
an informed investment decision with respect thereto.


 


2.15      No Oral Representations.
No oral or written representations have been made other than as stated, or in addition to those stated, in this Agreement, and
Buyer is not relying on any oral statements made by Seller, or any of Seller's representatives or affiliates, in purchasing the
Shares.


 


2.16      Restricted Securities.
Buyer understands that the Shares is characterized as “restricted securities” under the Act inasmuch as they were acquired
from the Seller in a transaction not involving a public offering and that under the Act, and applicable regulations thereunder.


 


2.17        Truth of Representations.
All of these representations shall be true as of the Closing and shall survive the Closing for a period of one year.


 




     


     


    

 


ARTICLE III


 


REPRESENTATIONS AND WARRANTIES OF ACQUIRED
COMPANY and SELLER


 


ACQUIRED COMPANY and SELLER represent and
warrant to the Company the following:


 


3.01      Organization.
ACQUIRED COMPANY is a corporation duly organized, validly existing, and in good standing under the laws of Hong Kong and has all
necessary corporate powers to own properties and carry on its business. All actions taken by the incorporators, directors and/or
shareholders of ACQUIRED COMPANY have been valid and in accordance with all applicable laws.


 


3.02      Capital.
The authorized capital stock of ACQUIRED COMPANY consists of 5 Ordinary Shares. All outstanding shares are fully paid and non-assessable,
free of liens, encumbrances, options, restrictions and legal or equitable rights of others not a party to this Agreement. None
of the outstanding shares of ACQUIRED COMPANY are subject to any stock restriction agreements.


 


3.03      Financial
Statements. The unaudited balance sheet of as of June 30, 2016 and the related statements of income and retained earnings for
the period then ended fairly present the financial position of ACQUIRED COMPANY as of the date of the balance sheet included in
the financial statements, and the results of its operations for the period indicated.


 


3.04      Tax Returns.
Within the times and in the manner prescribed by law, ACQUIRED COMPANY has filed all tax returns required by law. There are no
present disputes as to taxes of any nature payable by ACQUIRED COMPANY as of the Closing, and there shall be no taxes of any kind
due or owing.


 


3.05      Ability
to Carry Out Obligations. ACQUIRED COMPANY has the right, power, and authority to enter into and perform its obligations under
this Agreement. The execution and delivery of this Agreement by ACQUIRED COMPANY and the performance by ACQUIRED COMPANY of its
obligations hereunder will not cause, constitute, or conflict with or result in (a) any breach or violation or any of the provisions
of or constitute a default under any license, indenture, mortgage, charter, instrument, articles of incorporation, bylaw, or other
agreement or instrument to which ACQUIRED COMPANY is a party or by which they may be bound, nor will any consents or authorizations
of any party other than those hereto be required or (b) an event that would result in the creation or imposition of any lien, charge,
or encumbrance on any asset of ACQUIRED COMPANY or upon the Shares.


 


3.06      Full Disclosure.
None of the representations and warranties made in this Agreement by ACQUIRED COMPANY, or on behalf of ACQUIRED COMPANY, contains
or will contain any untrue statement of a material fact or omit any material fact the omission of which would be misleading.


 


3.07      Compliance
with Laws. ACQUIRED COMPANY has complied with all, and is not in violation of any law, or regulation. ACQUIRED COMPANY
has complied with all securities laws in connection with the offer, sale and distribution of its securities. The ACQUIRED
COMPANY will not be in violation of any term of the ACQUIRED COMPANY’s charter documents, nor will the ACQUIRED COMPANY
be in violation of or in default in any material respect under the terms of any mortgage, indenture, contract, agreement,
instrument, judgment, or decree, the violation of which would have a material adverse effect on the ACQUIRED COMPANY as a
whole, and to the knowledge of the ACQUIRED COMPANY, is not in violation of which would have a material adverse effect of the
ACQUIRED COMPANY. The execution, delivery and performance of and compliance with this Agreement and the sale of the Shares
will not (a) result in any such violation, or (b) be in conflict with or constitute a default under any such term, or (c)
result in the creation of any mortgage, pledge, lien, encumbrance or change upon any of the properties or assets of the
ACQUIRED COMPANY pursuant to any such term


 




     


     


    

 


3.08      Title
to Stock. Seller is the sole record and beneficial owner of the Shares and has sole dispositive authority with respect to the
Shares. Seller has not granted any person a proxy with respect to the Shares that has not expired or been validly withdrawn. The
sale and delivery of the Shares to Buyer pursuant to this Agreement will vest in Buyer legal and valid title to the Shares, free
and clear of all liens, security interests, adverse claims or other encumbrances of any character whatsoever (“Encumbrances”)
(other than Encumbrances created by Buyer and restrictions on resales of the Shares under applicable securities laws).


 


3.09      Organization
and Standing. ACQUIRED COMPANY is and will be a limited company duly organized, validly existing, and in good standing under
the laws of Hong Kong and will have all requisite corporate power and authority to carry on its business as proposed to be conducted.


 


3.10      Litigation.
ACQUIRED COMPANY is not a party to any suit, action, arbitration, or legal, administrative, or other proceeding or pending governmental
investigation. To the best of ACQUIRED COMPANY’s knowledge, there is no basis for any such action or proceeding, and no such
action or proceeding is threatened against ACQUIRED COMPANY. ACQUIRED COMPANY is not subject to or in default with respect to any
order, writ, injunction, or decree of any court, department, agency, or instrumentality.


 


3.11      Conduct
of Business. Prior to the Closing, ACQUIRED COMPANY shall not (i) amend its charter documents, (ii) declare dividends or redeem
or sell stock or other securities, except as part of completing this transaction, (iii) incur any liabilities outside the ordinary
course of business, (iv) acquire any assets, enter into any contract, or guarantee obligations of any third party outside the ordinary
course of business, or (v) enter into any other transaction without notification in writing to the Company.


 


3.12      Truth
of Representations. All of these representations shall be true as of the Closing and shall survive the Closing for a period
of one year.


 


ARTICLE IV


THE CLOSING


 


4.01      Closing.
The Closing of this transaction will occur when all of the documents and consideration described below have been delivered to each
party and upon the “Instrument of Transfer” being stamped by the Stamp Office at the Inland Revenue Department in Hong
Kong with the appropriate Stamp Duties paid, as per Section 1.03.


 


4.02      Conditions
to Closing. The obligations of the Buyer to purchase the Shares at the Closing are subject to the fulfillment to its satisfaction,
on or prior to the Closing, of the following conditions, any of which may be waived in accordance with the provisions of subsection
14 hereof.


 


a.      Representations
and Warranties Correct; Performance of Obligations. The representations and warranties made by the ACQUIRED COMPANY and Seller
in Section 3 hereof shall be true and correct when made and at the Closing. The ACQUIRED COMPANY’s business and assets shall
not have been adversely affected in any material way prior to the Closing. The ACQUIRED COMPANY shall have performed in all material
respects all obligations and conditions herein required to be performed or observed by it on or prior to the Closing.


 




     


     


    

 


b.      Consents
and Waivers. The ACQUIRED COMPANY shall have obtained in a timely fashion and all consents, permits and waivers necessary or appropriate
for consummation of the transactions contemplated by this Agreement.


 


c.      Seller
shall pay Hong Kong stamp duties, equal to two percent (2%) for the change of ownership.


 


4.02      Documents
to be Delivered at Closing. The following documents, in form reasonably acceptable to the parties, shall be delivered:


 


4.02.1      Document
to be Delivered by Company:


 


(i)          Certificate
of Incorporation, as amended;


 


(ii)         Bylaws,
as amended;


 


(iii)        Board
Resolutions approving this transaction; and


 


(iv)        $35,000


 


4.02.2      Document
to be Delivered by ACQUIRED COMPANY and Seller:


 


(v)         Charter
documents;


 


(vi)        Books
and records; and


 


(vii)       All
of the outstanding shares and/or equity.


 


4.03      Actions
to be Undertaken Following the Closing


 


(viii)       The
registrationof the Companyas the shareholder of ACQUIRED COMPANY shall be completed with the filing of the Annual Return, filed
at the Companies Registry in Hong Kong as the new shareholder,which is filed annually.


 


ARTICLE V


REMEDIES


 


5.01      Arbitration.
Any controversy or claim arising out of, or relating to, this Agreement, or the making, performance, or interpretation thereof,
shall be settled by arbitration in Nevada, in accordance with the Rules of the American Arbitration Association then existing,
and judgment on the arbitration award may be entered in any court having jurisdiction over the subject matter of the controversy.


 


5.02      Payment
Default Clause. Failure or delay to complete any payment or exchange within thirty (30) days of the closing of this definitive
Agreement, as described in Article 1.02 of this Agreement, shall result in the termination of this Agreement. Upon such termination,
all shares exchanged will be returned to the original parties, where each party will bear its own cost in reversion.


 




     


     


    

 


5.03      Indemnification
and Contribution.


 


5.03.1         The
ACQUIRED COMPANY (The “Indemnitor”) agrees to indemnify the Company and its officers, directors, employees,
agents and shareholders (collectively referred to as the “Indemnitees”) against, and hold them harmless of and
from, any and all loss, liability, cost, damage and expense, including without limitation, reasonable counsel fees, which the Indemnitees
may suffer or incur by reason of any action, claim or proceeding brought against the Indemnitees arising out of or relating in
any way to this Agreement or any transaction to which this Agreement relates, unless such action, claim or proceeding is the result
of the willful misconduct or gross negligence of any or all of the Indemnitees.


 


5.03.2         If
the indemnification provided for in Section 5.03.1 is applicable, but for any reason is held to be unavailable, the Indemnitor
shall contribute such amounts as are just and equitable to pay, or to reimburse the Indemnitees for, the aggregate of any and all
losses, liabilities, costs, damages and expenses, including counsel fees, actually incurred by the Indemnitees as a result of or
in connection with, and any amount paid in settlement of, any action, claim or proceeding arising out of or relating in any way
to any actions or omissions of the Indemnitors or any one of them.


 


5.04      Other
Remedies. The forgoing indemnification provision is in addition to, and not derogation of, any statutory, equitable or common
law remedy any party may have for breach of representation, warranty, covenant or agreement.


 


ARTICLE VI


MISCELLANEOUS


 


6.01      Captions
and Headings. The article and paragraph headings throughout this Agreement are for convenience and reference only, and shall
in no way be deemed to define, limit, or add to the meaning of any provision of this Agreement.


 


6.02      No Oral Change.
This Agreement and any provision hereof may not be waived, changed, modified, or discharged orally, but only by an agreement in
writing signed by the party against whom enforcement of any waiver, change, modification, or discharge is sought.


 


6.03      Non Waiver.
Except as otherwise expressly provided herein, no waiver of any covenant, condition, or provision of this Agreement shall be deemed
to have been made unless expressly in writing and signed by the party against whom such waiver is charged; and (i) the failure
of any party to insist in any one or more cases upon the performance of any of the provisions, covenants, or conditions of this
Agreement or to exercise any option herein contained shall not be construed as a waiver or relinquishment for the future of any
such provisions, covenants, or conditions, (ii) the acceptance of performance of anything required by this Agreement to be performed
with knowledge of the breach or failure of a covenant, condition, or provision hereof shall not be deemed a waiver of such breach
or failure, and (iii) no waiver by any party of one breach by another party shall be construed as a waiver with respect to any
other or subsequent breach.


 


6.04      Entire
Agreement. This Agreement, including any and all attachments hereto, if any, contains the entire Agreement and understanding
between the parties hereto and supersedes all prior agreements and understandings, whether written or oral.


 




     


     


    

 


6.05      Counterparts.
This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. Facsimile signatures will be acceptable to all parties as originals.


 


6.06      Notices.
All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have
been duly given on the date of service if served personally on the party to whom notice is to be given, or on the third day after
mailing if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, or
on the second day if faxed, and properly addressed or faxed as follows:


 


If to ACQUIRED COMPANY:


To the Address specified above attn: Matthew Pau


 


If to Company:


To the Address specified above attn: Tsz Ting, Ip


 


6.07      Binding
Effect. This Agreement shall inure to and be binding upon the heirs, executors, personal representatives, successors and assigns
of each of the parties to this Agreement.


 


6.08      Effect
of Closing. All representations, warranties, covenants, and agreements of the parties contained in this Agreement, or in any
instrument, certificate, opinion, or other writing provided for in it, shall be true and correct as of the closing and shall survive
the Closing of this Agreement for a period of one year.


 


6.09      Mutual Cooperation.
The parties hereto shall cooperate with each other to achieve the purpose of this Agreement, and shall execute such other and
further documents and take such other and further actions as may be necessary or convenient to effect the transaction described
herein.


 


6.10      Severability.
In case any one or more of the provisions of this Agreement shall be invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and
the parties will attempt to agree upon a valid and enforceable provision, which shall be a reasonable substitute therefor, and
upon so agreeing, shall incorporate such substitute provision in this Agreement.


 


6.11      Amendments
and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or prospectively), only with the written consent of Seller and the
Buyer. No delay or omission to exercise any right, power, or remedy accruing to Buyer, upon any breach, default or noncompliance
of Seller under this Agreement shall impair any such right, power, or remedy, nor shall it be construed to be a waiver of any such
breach, default or noncompliance, or any acquiescence therein, or of any similar breach, default or noncompliance thereafter occurring.
All remedies, either under this Agreement, by law, or otherwise afforded to Buyer, shall be cumulative and not alternative.


 


6.12      Further
Assurances. From and after the date of this Agreement, upon the request of the Buyer or Seller, Buyer and Seller shall execute
and deliver such instruments, documents or other writings as may be reasonably necessary or desirable to confirm and carry out
and to effectuate fully the intent and purposes of this Agreement.


 


6.13      Attorneys.
All parties acknowledge and agree that: (a) the parties are executing this Agreement voluntarily and without any duress or undue
influence; (b) the parties have carefully read this Agreement and have asked any questions needed to understand the terms, consequences,
and binding effect of this Agreement and fully understand them; and (c) the parties have sought the advice of an attorney of their
respective choice if so desired prior to signing this Agreement.


 




     


     


    

 


In witness whereof,
this Agreement has been duly executed by the parties hereto as of the date first above written.


 


	Signatures:	 
	 	 
	Balincan International Inc.	 
	 	 
	/s/ Tsz Ting, Ip	 
	Tsz Ting, Ip, President 	 
	 	 
	BKG International Limited	 
	 	 
	/s/ Matthew Pau	 
	Matthew Pau, President	 
	 	 
	Individual 	 
	 	 
	/s/ Matthew Pau	 
	Matthew Pau