Exhibit 4.1 


 


 






 


EQUITY TRANSFER CONTRACT


 


WITH


 


WENSHENG LIU


 


CONCERNING


 


FUJIAN SHENNONGJIAGU DEVELOPMENT CO., LTD.


 









     


     


    

 


TABLE OF CONTENT


 


	 	 
	CHAPTER 01 Definition and Interpretation	1
	 	 
	Article 01 Definition	1
	 	 
	CHAPTER 02 Equity Transfer	2
	 	 
	Article 02 Transfer of Equity	2
	Article 03 Equity Transfer Price and Trading Condition	2
	Article 04 Tax Payable Under Equity Transfer	3
	 	 
	CHAPTER 03 Representations and Warranties of the Parties	4
	 	 
	Article 05 Representations and Warranties of the Parties	4
	 	 
	CHAPTER 04 Disclosure, Representation and Warranties of the Seller	4
	 	 
	Article 06 Disclosure, Representation and Warranties of the Seller	4
	Article 07 General Representations and Warranties of the Seller	5
	Article 08 Ownership	7
	Article 09 Special Statements and Guarantees of the Seller	8
	 	 
	CHAPTER 05 Disclosure, Statements and Warranties of the Buyer	10
	 	 
	Article 10 Disclosures, Statements and Warranties of the Buyer	10
	 	 
	CHAPTER 06 Confidentiality	10
	 	 
	Article 11 Confidentiality	10
	 	 
	CHAPTER 07 Breach of Contract	11
	 	 
	Article 12 Liabilities for Violation of Statement or Warranties	11
	Article 13 Lliabilities for Breach of Contract	12
	 	 
	CHAPTER 08 Force Majeure	12
	 	 
	Article 14 Froce Majeure	12
	 	 
	CHAPTER 09 Settlement of Disputes	13
	 	 
	Article 15 Arbitration	13
	Article 16 Validity of Arbitral Award	13
	Article 17 Continuation of Rights and Obligations	13
	 	 
	CHAPTER 10 Applicable Law	13
	 	 
	Article 18 Applicable Law	13
	 	 
	CHAPTER 11 Others	14
	 	 
	Article 19 Waiver	14
	Article 20 Transfer	14
	Article 21 Modification	14
	Article 22 Separability	14
	Article 23 Validity of the Contents and Annexes	14
	Article 24 Notices	15
	Article 25 Entire Agreement	16



 






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Equity transfer
contract


 


This equity transfer contract (hereinafter
referred to as the “contract”) is signed by the following parties in Fuzhou, China on October 14, 2021.


 


Party A, Happiness
Biotech Group Limited (Nasdaq: HAPP), and its subsidiary Fujian Happiness Biotech Co., Limited (hereinafter referred to as the “Buyer”),
whose address is 11 Dongjiao East Road, Shuangxi Town, Shunchang County, Nanping city;


 


Party B: Wensheng
Liu


ID No.: 610104196611257318



 


Party C,
Fujian Shennongjiagu Development Co., Ltd., with registered office at Zone A1, Dongfang Mansion, NO. 96 East Gulou Street, Fuzhou
City, China,


 


The above Party B is referred to as the “Seller”,
and the Seller and the Buyer are collectively referred to as the “parties” and individually referred to as the “party”
in the following.


 


Given:


 


		(1)	Party B owns 100% of the equity of Fujian Shennongjiagu Development Co., Ltd. (hereinafter referred to
as “Shennongjiagu”), and Party B can fully exercise all its rights as a shareholder;



 


		(2)	Party B is willing to transfer to the Buyer a total of 70% of Shennongjiagu’s equity (hereinafter referred
to as “equity transfer”) held by it in accordance with the conditions and terms stipulated in this contract;



 


		(3)	The Buyer is willing to retain 70% of the equity of Shennongjiagu held by the Seller in accordance with
the conditions and terms stipulated in this contract.



 





Therefore, based on the principle
of equality and mutual benefit, the parties to this contract have negotiated amicably and agreed to reach the following agreements in
accordance with the “Company Law of the People’s Republic of China”, “Interim Provisions on Domestic Investment of Foreign-Invested
Enterprises” and other relevant Chinese laws and regulations.


 






     


    


    

 


CHAPTER 01 Definition
and Interpretation


 


Article
01 Definition


 


Unless
otherwise indicated or the context requires otherwise, references in this contract to:


 


“Shennongjiagu” refers
to Fujian Shennongjiagu Development Co., Ltd., a limited liability company incorporated under the laws of China, with a registered capital
of RMB 51.11 million, registration number 350102100131086, and registered address at Dongfang Building Area A1 on the 18th floor of No.
96 and 98 East Street, Gulou District, Fuzhou City.


 


“China” or the “PRC”
refers to the People’s Republic of China, excluding, for the purposes of this contract only, Hong Kong, Macau and Taiwan.


 


“Claim” refers to
all claims, actions, judgment liability, damage compensation, fees and expenses (including attorney’s fees, litigation fees and expenses).


 


“Signing Date” refers
to the date of signing of this contract.


 


“Hinder” refers to
mortgage, transfer, lien, charge, pledge, retention of title, right to purchase, security interest, option, right of first refusal and
other restrictions and conditions, including:


 


		(a)	Any right or power granted or reserved in relation to or affecting the transfer of equity; or



 


		(b)	The rights or powers arising from the transfer of equity in a trust transfer, lien, pledge, power of attorney
or other form; or



 


		(c)	Guarantee the repayment of a debt or any other pecuniary obligation or the performance of any other obligation
in the form of a guarantee.



 






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“Substantial adverse changes”
refers to (1) Shennongjiagu is investigated (the investigation may subject Shennongjiagu to administrative penalties) or punished by the
government; (2) Shennongjiagu is involved in any litigation, arbitration or any other judicial proceedings; (3) any changes that has or
is reasonably believed to have a substantial adverse impact on Shennongjiagu’s finance, business, assets, liabilities, operating results
or Shennongjiagu’s future prospects.


 


“RMB” refers to the
legal currency of China.


 


“Third
party” refers to any natural person, legal person, other organization or entity other than
the parties to the contract.


 


“Working day” refers
to the day when banks are open for business.


 


CHAPTER 02 Equity
Transfer


 


Article
02 Transfer of Equity


 


According to the conditions agreed in
this contract, the Seller agrees to transfer to the Buyer, and the Buyer agrees to retain from the Seller 70% of Shennongjiagu’s
equity and all rights and obligations under the transfer of the equity, including but not limited to the general rights, all rights to
accept dividends and accept or subscribe for bonus dividends paid by Shennongjiagu or the right to issue shares (if any), without any
claims or hindrances. The Buyer has the right to acquire the remaining 30% equity of Shennongjiagu at the valuation of this transaction
within the next three years.


 


Article
03 Equity Transfer Price and Trading Condition


 


After negotiation between the Seller and the Buyer, it is finally confirmed
that the Shennongjiagu transaction is valued at 103 million RMB, 70% of the equity is valued at RMB 72.1 million. The Buyer should pay
RMB48 million in cash and the remaining part would be paid with the restricted shares of Party A’s NASDAQ-listed company HAPP (hereinafter
referred to as the “HAPP stock consideration”). The shares will be issued to the Seller and/or its designated person, that
is, the “Recipient” (a single party is referred to as “each Recipient”). The stock price is calculated at US$0.90
per share. A total of 4.2 million shares will be issued and the specific number of shares issued to each Recipient shall be designated
by the Seller.


 






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The Buyer will pay the HAPP
stock consideration to the Seller within ten working days after the signing of the equity transfer contract. Both parties agreed to the
following goals of Shennongjiagu’s net income and net profit as follows:


 


1: Shennongjiagu’s annual financial report
for the 2022 fiscal year is audited and in compliance with US GAAP, with a net sales income of no less than 100 million RMB (“Expected
Net Sales Revenue for the 2022 Fiscal Year”), and a net profit of no less than 10 million RMB (“Expected Net Profit for the
2022 Fiscal Year”).


 


2: Shennongjiagu’s annual financial report
for the 2023 fiscal year is audited and in compliance with US GAAP, with a net sales income of no less than 150 million RMB (“Expected
Net Sales Income for the 2023 fiscal year”), and a net profit of no less than 15 million RMB (“Expected Net Profit for the 2023
Fiscal Year”).


 


3: Shennongjiagu’s annual financial report
for the 2024 fiscal year is audited and in compliance with US GAAP, with a net sales income of no less than 200 million RMB (“Expected
Net Sales Income for the 2024 fiscal year”), and a net profit of no less than 20 million RMB (“Expected Net Profit for the 2024
Fiscal Year”).


 


The parties further agree that if the total net
profit of Shennongjiagu in the next three fiscal years is less than 45 million RMB, the Buyer has the right to request the Seller to repurchase
all the 70% equity interests of Shennongjiagu that was acquired by the Buyer for an aggregate price of 72.1 million RMB in cash. 


 


Article 04 Tax Payable Under Equity Transfer


 


Any taxes and fees arising from the
performance of the terms of this contract shall be borne by the relevant taxpayers and payers in accordance with the relevant laws and
regulations of China.


 









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CHAPTER
03 Representations and Warranties of the Parties


 


Article
05 Representations and Warranties of the Parties


 


		5.1	The Seller and the Buyer hereby confirm that this contract shall become a legally binding document on
all parties from the date of signing.



 


		5.2	When signing this contract, the Seller and the Buyer declare that the documents provided to the other
party or its advisory consultant (including but not limited to lawyers, appraisers, financial consultants, etc.) before the signing date
of this contract are still valid In case of any inconsistency with this contract, this contract shall prevail.



 


		5.3	The Seller and the Buyer agree that any contracts or documents related to equity transfer signed before
this contract will automatically become invalid after this contract takes effect.



 


		5.4	All parties to this contract will make joint efforts and cooperate with each other to complete all procedures
related to this equity transfer, including but not limited to registration, filing, etc. The expenses incurred shall be borne by Shennongjiagu.



 





CHAPTER
04 Disclosure, Representation and Warranties of the Seller


 


Article
06 Disclosure, Representation and Warranties of the Seller


 


The Seller hereby
represents and warrants to the Buyer:


 


		6.1	All materials and facts related to Shennongjiagu held or known by the Seller that have a substantial and
adverse impact on the Seller’s ability to fully perform its obligations under this contract, or if disclosed to the Buyer, would
make a material impact on the Buyer’s willingness to sign and perform its obligations under the contract, have been disclosed to the Buyer.
Moreover, the information provided by the Seller to the Buyer does not contain any falseor misleading statement.



 






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		6.2	There is no lawsuit, arbitration or other legal or administrative procedures or government investigation
brought against the Seller, which is ongoing and will seriously affect its signing of this contract or performance of its obligations
under this contract.



 


		6.3	With regard to the documents and information provided by the Seller to the Buyer and or its advisory consultant
(including but not limited to lawyers, appraisers, financial consultants, etc.) before the signing date, the Seller hereby jointly undertakes:



 


6.3.1 Copies of all
originals are true and complete and such originals are true and complete;


 


6.3.2 All originals
provided to the Seller and/or its advisory consultant are true and complete;


 


6.3.3 The signatures
(seals) on all originals or copies provided to the Seller and or its advisory consultant are true; and


 


6.3.4 The Seller
has drawn the attention of the Buyer and/or its advisory consultant to all major matters concerning the transaction under this contract.


 


Article
07 General Representations and Warranties of the Seller


 


		7.1	Party B has the full authority to sign this contract and perform all its obligations under this contract.
Party B’s signing of this contract and performance of its obligations under this contract will not conflict with any laws, regulations,
provisions, authorization or approval of any government agency or department, or any contract or agreement which Party B is a party to
or is bound by, nor will lead to violation of the above provisions, or constitute non performance or failure to perform the above provisions.



 






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		7.2	Each Recipient hereby makes the following representations, warranties and commitments:



 


(a) Rights.
The Recipient has the full authority to sign and perform the transaction and any terms of this agreement. This agreement has been duly
signed and delivered to the Recipient. The terms of this agreement are legally binding on the Recipient, except in the following circumstances:
1) Subject to bankruptcy, liquidation, reorganization, freezing and other laws that generally affect the implementation of creditors’
rights; 2) Subject to the law of equity limitations on remedies.


 


(b) Experience.
The Recipient has certain experience and knowledge in the economic and commercial fields, and can evaluate the value and risk of the investment.
The Recipient promises that they will take economic risks for their investment behavior. The Recipient believes that they have obtained
all the information they deem necessary to decide whether to buy the stock. The Recipient further stated that the Recipient had the opportunity
to ask HAPP about the terms of the HAPP stock issuance and HAPP’s business, assets, and financial conditions, and received a reply to
the above questions from HAPP.


 


(c) Purchase
entirely for one’s own benefit. The Recipient acknowledged that the company relies on the Recipient’s representations to the company to
reach an agreement with the Recipient. By signing this agreement, the Recipient hereby confirms that the Recipient purchased the shares
solely for the benefit of their own investment, not as the nominee holder or agent of others. There is no purpose of resale or distribution
of any part of the shares, and there is also no intention to sell or distribute or share any part of the shares with others at present.
By signing this agreement, the Recipient further states that the Recipient has not entered into any contract with any individual for the
purchase, sale, transfer and sharing of any shares.


 


(d) Accredited
investors. The Recipient is an “accredited investor” as defined in Rule 501 (a) of Regulation D of the Securities Act of 1933.


 


(e) Restricted
securities. The Recipient understands that the securities it purchases are “restricted securities” as defined by the U.S Securities
Act because the securities are not obtained through HAPP public offering. The Recipient understands that under this act and corresponding
regulations, if the restricted securities are unregistered, it can only be resold under certain conditions. According to the U.S. Securities
Act, the shares must be held indefinitely before they are effectively registered or exempted from registration requirements. In this regard,
the Recipient undertakes that it is familiar with Rule 144 of the U.S. Securities Act and understands its restrictions on resale.


 






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(f) Legend.
The restrictive legend on the stock certificate can be removed only when: a) Sold in accordance with the provisions of the Rule 144 of
the U.S. Securities Act (or its subsequent relevant provisions) or through effective registration; or b) the lawyer issues an opinion
and reasonably believes that the restrictive legend on the stock certificate can be removed.


 


“These securities were not registered
in accordance with the Securities Act of 1933 Amendment. They cannot be sold, publicly sold, pledged, mortgaged, or transferred in any
other way, except in the following conditions: a) Exemption from registration under Rule 144 (if applicable); b) In accordance with all
applicable securities acts and regulations in the United States”.


 


The Recipient also understands that
such stock certificates may be subject to any state securities regulations or other government departments’ restrictions on the issuance
of securities.


 


Article
08 Ownership


 


			



		8.1	The Seller is the legal owner of the transferred equity and has all the authorization and rights to transfer
the equity to the Buyer.



 


		8.2	The Seller promises and guarantees that as of the payment date, there is no claim or hindrance in any
form (including but not limited to any form of option, acquisition right, mortgage, pledge, guarantee, lien or other forms of third-party
interests) under the transferred equity.



 


		8.3	There is no lawsuit, arbitration or other legal or administrative procedure or government investigation
against the Seller, that is ongoing and will seriously affect the signing or performance of the obligations of this contract.



 






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Article
09 Special Statements and Guarantees of the Seller and Shennongjiagu


 


The Seller and Shennongjiagu
hereby separately and jointly claims and guarantees to the Buyer that:


 


			



		9.1	Shennongjiagu is duly organized and in good standing under the Chinese laws and regulations. The registered
capital of Shennongjiagu has been fully paid, and there is no false contribution or withdrawal of contribution.



 


		9.2	Shennongjiagu legally and effectively owns all the land, plant, machinery and equipment and other assets
it occupies. For any land and real estate with defective rights, Shennongjiagu promise to take all measures to ensure that Shennongjiagu
can legally own the use right of all land and the ownership of all real estate. Shennongjiagu’s commitment is not limited by time and
will continue to be effective after the delivery of this contract. If Shennongjiagu or the Buyer suffers any loss or is punished by any
government department due to any of the above problems after the equity transfer, the Seller shall bear joint and several liabilities
and shall compensate the Buyer in full.



 


		9.3	Shennongjiagu has never been and is not subject to any other investigation, litigation, dispute, claim
or other procedures (whether existing, pending or threatened), nor has it been punished. The Seller and Shennongjiagu also foresee that
any administrative agency in China will not impose any punishment on Shennongjiagu due to the problems existing in Shennongjiagu before
the equity transfer, except that Shennongjiagu has disclosed to the Buyer before the delivery. Before signing this contract, the Seller
and Shennongjiagu has fully disclosed all the information of Shennongjiagu to the Buyer.



 


		9.4	Shennongjiagu has obtained all necessary approvals, permits, consents, has completed the necessary registration
and filing for production and operation, and has conducted business operations and entered into legally binding contracts and documents
in accordance with the business scope of its business license. If the Buyer and/or Shennongjiagu suffer any punishment, damage, loss,
etc. due to the lack of any business approval, license, consent and registration before the equity transfer, the Seller shall bear joint
and several liabilities and shall then compensate the Buyer in full.



 






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		9.5	The production, operation and business of Shennongjiagu fully comply with all relevant laws and regulations
of China. If Shennongjiagu suffers any damage or loss due to any administrative punishment for any matter before the signing of this contract,
the Seller shall fully compensate the Buyer and Shennongjiagu for all damage and loss so that the Buyer and Shennongjiagu will not suffer
any damage.



 


		9.6	All liabilities of Shennongjiagu have been disclosed as of the signing date of this contract. The Seller
shall be jointly and severally liable to the Buyer and Shennongjiagu for undisclosed liabilities and unpaid interest due and payable,
so that the Buyer will not be damaged.



 


		9.7	From the signing date of this contract to the payment date, all financial expenses of Shennongjiagu can
only be carried out with the joint signature and consent of the financial personnel dispatched by the Buyer and the financial personnel
of the Seller and Shennongjiagu.



 


		9.8	Shennongjiagu has not provided guarantee (including but not limited to mortgages, pledges, guarantees,
etc.) for any other company, enterprise, economic entity or any natural person. If Shennongjiagu suffers any damage or loss due to such
undisclosed guarantee, the Seller shall bear joint and several liabilities and shall compensate the Buyer in full.



 


		9.9	Before signing this contract, the Seller and Shennongjiagu have fully disclosed all information of all
debts undertaken by Shennongjiagu. As of the closing date, such information is still complete, reliable, accurate and true.



 


		9.10	The production process and technology adopted by Shennongjiagu as of the delivery date and the intellectual
property rights owned by Shennongjiagu, including but not limited to trademarks and proprietary technologies, fully comply with relevant
Chinese laws, regulations, standards and specifications, and that there is no illegal act of infringing other people’s patents, proprietary
technologies and other intellectual property rights. If Shennongjiagu suffers any punishment, damage or loss due to such illegal acts,
the Seller shall be jointly and severally liable and shall compensate the Buyer in full.



 


		9.11	If the Seller and Shennongjiagu violate any of the above statements and guarantees, or if the Seller fails
to complete all preconditions specified in Annex I of this contract, the Buyer has the right to require the Seller to bear joint and several
liabilities and compensate the Buyer for direct and indirect losses, so as to protect the Buyer from any losses.



 






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CHAPTER 05
Disclosure, Statements and Warranties of the Buyer


 


Article
10 Disclosures, Statements and Warranties of the Buyer


 


The
Buyer hereby claims and guarantees to the Seller that:


 


			



		10.1	The Fujian Happiness Biotech Co., Limited is an enterprise duly organized and in good standing under the
laws of China.



 


		10.2	The signing of this contract and the performance of its obligations under this contract by the transferee
will not conflict with the articles of association or internal rules of the transferee, any laws, regulations, provisions, authorization
or approval of any government agency, provisions of any contract or agreement to which the transferee is a party or is bound.



 


		10.3	The Buyer has no ongoing litigation, arbitration, other legal or administrative procedures or government
investigations that seriously affect its ability to sign the contract or perform its obligations under the contract.






 


CHAPTER
06 Confidentiality


 


Article
11 Confidentiality


 


			



		11.1	For the confidential and proprietary information that one party has disclosed or may disclose to the other
party about their respective business or financial status and other confidential matters, unless otherwise specified in other confidentiality
agreements, all parties in the contract who accept all the above confidential information agree that:



 


		11.1.1	Confidential information shall be kept confidential;



 


		11.1.2	Except for the employees of one party under the contract who need to know the above confidential information
to perform their duties, neither party shall disclose the information to any third party or entity.



 






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		11.2	The provisions of article 11.1 above shall not apply to the following confidential information where:



 


		11.2.1	Before the disclosing party discloses to the receiving party, the receiving party has been able to obtain
the information from the written records and the written records can prove that it is known to the receiving party;



 


		11.2.2	Materials are not publicly known due to the recipient’s breach of the contract;



 


		11.2.3	Information obtained by the receiving party from a third party does not undertake any confidentiality
obligation for confidential information.



 





CHAPTER
07 Breach of Contract


 


Article
12 Liabilities for Violation of Statement or Warranties


 


			



		12.1	If any error or omission is found in the statement or guarantee of either party to the contract, which
has or may have a significant or material impact on the signing of the contract by either party, or any statement or guarantee is found
to be misleading or untrue in any way, the other party has the right to claim from the defaulting party for the error or omission and
to make full compensation for any loss, damage, cost or expense (including attorney’s fees and litigation and arbitration fees) caused
by misleading, untrue statements or warranties.



 






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		12.2	The interpretation of each statement and warranty listed in the contract shall be independent.



 


		12.3	For the avoidance of doubt, the Seller hereby unconditionally and irrevocably agrees and confirms that
it will be liable for any breach of its representations or warranties.



 


Article
13 Liabilities for Breach of Contract


 


			



		13.1	In case of any breach of contract by one party, the breaching party shall bear the liability for breach
of contract to the other party in accordance with the provisions of the contract and Chinese laws and regulations. If both parties breach
the contract, one party shall bear the loss or damage or any other liability caused by their breach to the other party.



 


CHAPTER
08 Force Majeure


Article
14 Force Majeure


 


			



		14.1	“Force majeure” refers to special events such as earthquake, typhoon, flood, fire, war and political
unrest, and other events considered as “force majeure” in relevant Chinese laws and regulations.



 


		14.2	If a force majeure event occurs, the obligations of the party affected by the event will be suspended
during the event and related terms will be automatically extended. The extended period is the same as the suspension period, and the party
will not bear the liability for breach of contract listed in the contract.



 


		14.3	The party claiming force majeure shall immediately notify the other parties in writing and provide sufficient
evidence of the occurrence and existence of the force majeure issued by the notary office within seven (7) days thereafter. The party
claiming force majeure shall use its best efforts to eliminate the adverse effects of force majeure



 


 



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CHAPTER
09 Settlement of Disputes


 


Article
15 Arbitration


 


			



		15.1	Any disputes arising from this contract between the parties shall first be settled through friendly negotiation.
If a dispute cannot be settled in this way within sixty (60) days after the commencement of friendly negotiation, either party may submit
the dispute to China International Economic and Trade Arbitration Commission in Beijing for arbitration in accordance with its arbitration
rules in force at that time.



 


Article
16 Validity of Arbitral Award


 


The arbitration award is final and shall be binding
on all parties under this contract. The parties agree to be bound by and act in accordance with the award.


 


 Article
17 Continuation of Rights and Obligations


 


During the arbitration after the dispute occurs,
each party shall continue to exercise its other rights and perform its other obligations under the contract except for the matters in
dispute.


 


 CHAPTER
10 Applicable Law


 


 Article
18 Applicable Law


 


The formation, validity, interpretation and execution
of this contract shall be governed and bound by the laws of the People’s Republic of China. All disputes arising under this contract shall
be decided in accordance with the Chinese law. If there is no provision in Chinese law on any issue related to this contract, reference
shall be made to the general international business practices.


 






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 CHAPTER
11 Others


 


 Article
19 Waiver


 


The failure or delay of either party to exercise
a right under the contract shall not be regarded as a waiver of such right; Any single or partial exercise of a right does not exclude
the re-exercise of the right in the future.


  


Article
20 Transfer


 


Unless otherwise specified in the contract, without
the prior written consent of the other parties, either party shall not transfer any of its rights and obligations under the contract in
whole or in part.


 


Article
21 Modification


 





21.1 This contract is
signed for the benefit of all parties to this contract and their respective legal successors and assigns, on whom this contract is legally
binding.


 


21.2 This
contract shall not be orally modified. The modification of this contract shall take effect only after the parties under this contract
sign a written document with their consent.


 


 Article
22 Separability


 


The invalidity of any provision of this contract
shall not affect the validity of any other provision of this contract.


  


Article
23 Validity of the Contents and Annexes


 


23.1 This
contract shall come into force on the day when both parties sign. The signed original Chinese contract shall be made in six (6)
copies. Each party shall hold one (1) original and send one (1) original copy to the competent administrative department for
Industry and commerce. The remaining shall be held by Shennongjiagu and the transferee.


 


23.2 The annexes
to this contract are an integral part of the contract and have the same effect as the contract.


 






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 Article
24 Notices


 


24.1 Unless otherwise
specified in the contract, any notice or written communication sent by one party to the other party under the contract shall be written
in Chinese, sent in the form of letter, express service or fax. Notices or communications delivered by courier service shall be confirmed
7 working days after delivery to the courier service company. The effective date of the notice or written communication issued in accordance
with the provisions of the contract shall be the date of receipt. If it is sent by fax, the 3rd working day after sending shall be regarded
as the receiving date, but it shall be proved by the fax confirmation report.


 


24.2 All notices
and communications shall be sent to the following addresses until one address is updated by sending a written notice to the other party
by the changing party:


 


Party A’s mailing address:


Telephone:


Fax number:


Recipient:


 


Party B’s mailing address:


Telephone:


Fax number:


Recipient:


 


Party C’s mailing address:


Telephone:


Fax number:


Recipient:


 






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 Article
25 Entire Agreement


 


This contract contributes to the entire agreement
on the transactions agreed in this contract between the parties and shall replace all previous discussions, negotiations and agreements
between the parties on the transactions under this contract.


 


(No
Content Below)





 






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In witness whereof, the duly authorized representative
of Party A and Party B sign this contract on the date stated at the beginning of the document.


 


	/s/ Xuezhu Wang	 
	Happiness Biotech Group Limited	 
	By:	Xuezhu Wang	 
	Title:	Chief Executive Officer	 
	 	 	 
	/s/ Xuezhu Wang	 
	Fujian Happiness Biotech Co., Limited	 
	By:	Xuezhu Wang	 
	Title:	Chief Executive Officer	 
	 	 	 
	/s/ Wenshen Liu	 
	Wensheng Liu	 
	 	 	 
	/s/ Wenshen Liu	 
	Fujian Shennong Jiagu Development Co., Ltd.	 
	By:	Wensheng Liu	 
	Title:	Chairman and Chief Executive Officer	 






 


 


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