Exhibit 10.1


  


	Date:	18 January
    2018
	 	 
	To:	BM NINE LIMITED (“Party
    A”)
	 	 
	From:	EC TECHNOLOGY & INNOVATIONS
    LIMITED (“Party B”); and SHARING ECONOMY INTERNATIONAL INC. (“SEII”)




 


PRIVATE
& CONFIDENTIAL


 


Dear
Sirs,


 


Share
Swap - the issued share capital of CoAssets Limited (“CoAssets”) in exchange for shares of SEII to be made between
Party A, Party B and SEII (together the “Parties”, and each a “Party”).


 


The
purpose of this letter (this “Letter”) is to confirm that the Parties have agreed to swap shares in
the following manner:


 


		1.	Party
                                         A shall transfer or allocate, or arrange to be transferred or allocated, with full legal
                                         title, free of any rights, interest or any other encumbrances, 15,625,000 ordinary voting
                                         shares (the “CoAssets Shares”) of CoAssets at the price of
                                         AUD0.32 per CoAssets Share, valued at AUD5,000,000, to Party B, a wholly owned subsidiary
                                         of SEII, on or before the Completion Date (as defined in Claushe 2), and Party A shall
                                         execute all documents and do everything necessary to ensure that Party B will own the
                                         full legal and beneficial title to the CoAssets Shares.



 


		2.	Party
                                         B and SEII shall issue and allocate, or arrange to be issued and allocated, with full
                                         legal title, free of any rights, interest or any other encumbrances, 535,584 ordinary
                                         voting shares of SEII (the “SEII Shares”) at the price of USD7.338
                                         per SEII Share (the “Initial Price”), valued at USD3,930,112,
                                         to Party A on or before 31 March 2018 (or such later date as SEII is required to fulfil
                                         the relevant laws, regulations and rules in the United States of America for the transaction)
                                         (the “Completion Data”), and Party B and SEII shall, or shall
                                         arrange for the relevant persons to,
                                         execute
                                         all documents and do everything necessary to ensure that Party A will own the full legal
                                         and beneficial title to the SEII Shares. The consideration for the CoAssets Shares payable
                                         by Party B under Clause 1 shall be set off in full against the consideration for
                                         the SEII Shares.



 


		3.	Party
                                         B and SEII hereby, jointly and severally, agree and undertake to Party A, that, with respect
                                         to the placement of SEII Shares to Party A, the closing price of SEII Shares, on at least
                                         one NASDAQ Stock Exchange trading day in the 4 month period (the “Relevant
                                         Period”) immediately after such SEII Shares become freely tradeable on
                                         the NASDAQ Stock Exchange (after the restricted period or otherwise, if any) shall be
                                         at least 1.3 times of the Initial Price (the “Repurchase Price”).
                                         Otherwise, Party B and SEII shall, jointly and severally, repurchase such SEII Shares
                                         at the Repurchase Price within the 5 business days after the Relevant Period ends.



 


		4.	Each
                                         of Party B and SEII jointly and severally undertakes to Party A that it will not and
                                         will procure that its agents, officers, employees and advisers will not, at any time
                                         after the date of this letter agreement, without the prior written consent of Party A
                                         or save as required by law or any rule of any relevant stock exchange body, disclose
                                         any information concerning the business, accounts, finance or contractual arrangements
                                         or other dealings, transactions or affairs of CoAssets and/or its subsidiaries supplied
                                         to Party B, SEII, their respective, agents officers, employees or advisers by Party A,
                                         to any third party (other than those of its agents, officers, employees or advisers as
                                         are necessarily required in the course of their duties to receive and acquire such documents,
                                         information and/or knowledge under the same duty of confidentiality). For the avoidance
                                         of doubt, SEII shall make announcement(s) in respect of this Letter in accordance with
                                         the relevant rules, regulations and laws in the United States of America.



 


		5.	Party
                                         A undertakes to Party B and SEII that it will not and will procure that its agents, officers,
                                         employees and advisers will not, at any time after the date of this letter agreement,
                                         without the prior written consent of Party B or save as required by law or any rule of
                                         any relevant stock exchange body, disclose any information concerning the business, accounts,
                                         finance or contractual arrangements or other dealings, transactions or affairs of Party
                                         B and/or SEII supplied to Part A, their respective, agents officers, employees or advisers
                                         by Party B and/or SEII, to any third party (other than those of its agents, officers,
                                         employees or advisers as are necessarily
required in the course of their duties to receive and acquire such documents, information and/or knowledge under the same duty
of confidentiality). For
the avoidance of doubt, CoAssets shall make announcement(s) in respect of this Letter in accordance with the relevant rules, regulations
and laws in Australia.



  



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This
Letter shall be governed by,
and construed in accordance with,
the laws of Hong Kong and the Parties submit to the non-exclusive jurisdiction of the Hong Kong courts.


 


Each
Party shall bear its own costs and expenses (including legal fees) incurred in connection with the preparation, negotiation, execution
and performance of this Letter and all documents incidental or relating to it.


 


Unless
expressly provided to the contrary in this Letter, a person who is not a party to this Letter shall have no right under the Contracts
(Rights of Third Parties) Ordinance (Cap. 623,
Laws of Hong Kong) to enforce
any of the terms of this Agreement, and whether so provided in this Letter or not, no consent of third party is required for the
amendment to (including the waiver or compromise of any obligation), rescission of or termination of this Letter.


 


Yours
faithfully,


  


	Executed	 
	for and on behalf of	 
	EC TECHNOLOGY & INNOVATIONS
    LIMITED	 
	 	 
	 	 
	Sharing Economy
    Investment Limited 	 
	DIRECTOR	 
	 	 
	Executed	 
	for and on behalf of	 
	SHARING ECONOMY INTERNATIONAL
    INC.	 
	 	 
	/s/ Tak Yin Yip	 
	Tak Yin Yip	 
	CHIEF OPERATING OFFICER	 
	 	 
	We hereby acknowledge and agree to the terms contained in this Letter.
	 	 
	DATED:  18
    January 2018	 
	 	 
	Executed	 
	for and on behalf of	 
	BM NINE LIMITED	 
	 	 
	/s/
MAN
    KIN     MAN	 
	MAN
    KIN     MAN	 
	Director	 




 


 


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