Exhibit 10.1


 


 


 


Agreement
on Transfer of Creditor’s Rights


  


by
and between


  


Tianjin
AnGaoMeng Construction Development Co., Ltd.


  


and





 


Huanong
Yijia (Beijing) Science & Technology Development Co., Ltd.


 


 






     


     


    

 


Party
A: Tianjin AnGaoMeng Construction
Development Co., Ltd.


Registered
Address: Tianjin, China


Unified
Social Credit Code: 91440300358733495T


Address:
Floor 3, Shuili Tower, Fuzhou Road, Tanggu District, Binhai New Area, Tianjin


 


Party
B: Huanong Yijia (Beijing)
Science and Technology Development Co., Ltd.


Address:
1101- A 80, Floor 11, Unit 1, Building 3, 6 East Road of Automobile Museum, Fengtai District, Beijing (Park)


 


Whereas:



1. On January 16, 2020,
Party A and Li Bo, Ruan Shenghua and Zheng Yongsheng entered into an Equity Transfer
Agreement,, which stipulates that Li Bo, Ruan Shenghua and Zheng Yongsheng shall transfer to Party A 100% of the equity of Yushu Kingo
City Real Estate Development Co., Ltd. ("Kingo City Company") located in Yushu, Jilin Province, China;


2. On April 6, 2021, Party
A t and Li Bo, Ruan Shenghua and Zheng Yongsheng entered into a Supplemental Agreement of the Equity Transfer Agreement, which confirmed
that Party A has made an advance payment in the amount of US$4,937,663.72 to Li Bo, Ruan Shenghua and Zheng Yongsheng as consideration
for the equity transfer; however, if Party A chose not to acauire Kingo City Company prior to October 31, 2021, Li Bo, Ruan Shenghua and
Zheng Yongsheng shall return the advance payment of US$4,937,663.72 and make an additional payment equaling 10% of the total amount of
advance payment to Party A; furthermore, if Li Bo, Ruan Shenghua and Zheng Yongsheng fail to return 100% of the advance payment to Party
A, Li Bo, Ruan Shenghua and Zheng Yongsheng shall transfer titles of real properties under Yushu Kingo City project to Party A. The real
estate price will be calculated at 80% of the market price.






     


     


    

 


3. Since
Kingo City Company’s construction project failed to pass the completion acceptance check as agreed prior to June 30, 2021, and the
audit work related to the above transaction also failed to be completed in time, on October 4, 2021, Party A has notified Li Bo, Ruan
Shenghua and Zheng Yongsheng in writing to terminate the acquisition of the equity of Kingo City Company. Party A also demands that Li
Bo, Ruan Shenghua Zheng Yongsheng return the advance payment of US$4,937,663.72 and pay the additional 10% of the total advance payment
to Party A. If Li Bo, Ruan Shenghua and Zheng Yongsheng fail to return the above advance payment, they can offset Party A with the real
estate under Kingo City as agreed;


4. Party
B has carefully read and understood all the terms and contents of the above Equity Transfer Agreement and Supplemental Agreement of the
Equity Transfer Agreement, and agrees to transfer all rights agreed upon under the above agreements to Party A's benefit.


After
an amicable negotiation, Party A and Party B hereby agree as the following:


1. Party
A will transfer to Party Bany rights in which Li Bo, Ruan Shenghua and Zheng Yongsheng are beneficiaries based on the above Equity Transfer
Agreement and Supplemental Agreement of the Equity Transfer Agreement. Such rights include but are not limited to, demand of Li Bo, Ruan
Shenghua and Zheng Yongsheng to return the advance payment of US$4,937,663.72 as agreed and pay the additional 10% of the total advance
payment; If Li Bo, Ruan Shenghua and Zheng Yongsheng fail to return the above advance payment, they can offset the above advance payment
and the additional 10% with the real estate under Yushu Kingo City. Upon the execution of this Agreement, Party B shall have all the aforesaid
rights, and Party A's rights and obligations hereunder shall be deemed fully performed. Hereafter, any performance and disposal of such
rights between and among Li Bo, Ruan Shenghua, Zheng Yongsheng or Kingo City Company and Party B, including but not limited to cash payment
to Party B, any compensation and offset with real estate assets, any negotiation change on such rights, or any transfer of all or part
of such rights to any other third parties by Party B, shall be deemed as terminated with Party A.


2. Party
B agrees and promises to make payment to Party A in the amount of US$5,000,000 in cash as consideration for the assignment of the above
rights. Party B shall make a payment of US$2,500,000 to Party A or a designated third-party by Party A in writing prior to December 31,
2021, and make a payment of the remaining US$2,500,000 to Party A or a designated third-party by Party A in writing prior to June 30,
2022.






     


     


    

 


3.If
Party B delays payment of transfer of rights at any to Party A or the designated third-party , Party B shall pay Party A the penalty for
delayed performance at the rate of 4 times of the loan prime rate (LPR) published by the National Inter-Bank Lending Center of China during
the corresponding period. 


4. The
establishment, effectiveness and contents of this Agreement shall be governed by Chinese laws. In case of any dispute arising from this
Agreement, either party may bring an action to the court. Courts in Chaoyang District, Beijing, China, where this Agreement is signed,
shall have jurisdiction over the matter. 


5. Any
supplement, amendment, annotation or appendix to this Agreement signed in writing by both parties shall be incorporated by reference under
this Agreement and have the same legal effect as this Agreement.


6.This
Agreement shall be duly signed and sealed by the authorized representatives of each party and shall come into force from the date of signing
and sealing by each party.


7. This
agreement is made in duplicate, one for each party, with the same legal effect.


 


(Signatures
follow on next page)


 


 


 


 



     


     


    




 


Party
A: Tianjin AnGaoMeng Construction
Development Co., Ltd.


 


/s/ Tang Wenjie


Authorized
Representative: Tang Wenjie


Title:
CEO and Director


Date:
October 20, 2021


 


Party
B: Huanong Yijia (Beijing)
Science and Technology Development Co., Ltd.


 


/s/ Song Hui


Authorized
Representative: Song Hui


Title:
General Manager


Date:
October 20, 2021