Exhibit 10.1


 


Meiwu
Technology Company Limited


 


B401,
4th Floor Building 12, Hangcheng Street


Hourui
no. 2 Industrial District


Southern
Section, Zhichuang Juzhen Double Creative Park


Baoan
District, Shenzhen, Peoples Republic of China


 


April
07. 2022


 


Dear
Ms. He,


 


Following
our recent discussions, I am pleased to confirm my invitation to you to join the board of directors (the “Board”) of Meiwu
Technology Company Limited (the “Company”) as a Non-executive Director with effect from April 7th, 2022.


 


You
agree to perform your responsibilities as a director in good faith and in accordance with applicable law, the organizational documents
of the Company and other policies and procedures applicable to such services. The Company’s Board will appoint you as a Non-executive
Director effective the date of April 07th, 2022, whichever is the Effective Date. The continuation of your appointment is
contingent on re-election at forthcoming annual stockholders meeting.


 


You
will not be employed by the Company and will be free to pursue your other interests. We ask that you please disclose these interests
to our Corporate Counsel so that the Company can identify any appearance of conflict arising from our activities that may in the future
intersect with yours. In addition, we ask that you comply with any other requirements related to service on other boards of directors
that may be included in our organizational documents or Corporate Governance Guidelines. We expect that you will be considered to be
an independent Non-executive Director and will be identified as such in the Proposal of the General Meeting of Shareholders and other
documentation. If circumstances change, and you believe that your independence may be in doubt, please discuss this with our Corporate
Counsel.


 


Confidentiality


 


In
your role as Non-executive Director, you will have access to confidential information about the Company and its clients and you agree
to apply the highest standards of confidentiality and, except in the proper performance of your services, not to use or disclose to any
person confidential information during your appointment or thereafter. In addition, you agree to comply with those provisions of the
Company’s Code of Ethics and other policies applicable to Non-executive Directors.


 


On
termination of your appointment, you will deliver to the Company all books, documents papers and other property of or relating to the
business of the Company which are in your possession custody or power by virtue of your position as a Non-executive Director of the Company.


 




    	 



    	 



    

 


Committees


 


In
connection with your appointment, you and the board have agreed that you will serve as a member of the Compensation Committee and Audit
Committee and the Chairman of Nominating Committee. Compensation associated with committee service is addressed in the remuneration section
of this appointment letter.


 


Remuneration


 


The
Company’s Non-executive Director compensation program is described generally below. The Board or the applicable committee reserves
the right to adjust the remuneration of directors from time to time.


 


In
consideration of your services and in accordance with the Company’s compensation arrangements for Non-executive Directors you will
receive annual cash compensation of $15,000, payable quarterly in advance on the first business day of each calendar quarter. Your first
cash compensation payment on the Effective Date will likely comprise a pro-rata amount from the Effective Date through to the end of
the relevant calendar quarter and thereafter quarterly payments in advance of each calendar quarter.


 


Further,
in addition to cash compensation, you may be entitled to receive restricted ordinary shares and/or options to purchase to same on such
terms and conditions as may be determined at a later date.


 


Expenses


 


The
Company will reimburse you for reasonable and properly documented expenses incurred in performing your duties provided such expenses
are pre-approved by the Company.


 


Non-Competition


 


You
agree and undertake that you will not, so long as you are a member of the board and for a period of 12 months following termination of
this Agreement for whatever reason, directly or indirectly as owner, partner, stockholder, employee, broker, agent principal, corporate
officer, director, licensor or in any other capacity whatsoever, engage in, become financially interested in, be employed by, or have
any connection with any business or venture that is engaged in any activities involving services or products which compete, directly
or indirectly, with the services or products provided or proposed to be provided by the Company or its subsidiaries or affiliates; provided
however that you may own securities of any public corporation which is engaged in such business but in an amount not to exceed at any
one time, one percent of any class of stock or securities of such company, so long as you have no active role in the publicly owned company
as director, employee, consultant or otherwise.


 


(the
end)


 




    	 



    	 



    

 


We
look forward to your participation on the Board of Meiwu Technology Company Limited


 


	 	Sincerely,
	 	 
	 	/s/ Xinliang Zhang
	 	Xinliang Zhang
	 	Chief Executive Officer




 


I,
Jinfeng He, accept the offer as stated above


 


Signature:


 


	/s/ Jinfeng He	 
	 	 
	Date: April 7th, 2022