Exhibit
10.1


 


Binding
Memorandum of Understanding


October
10, 2022


 


This
Summary of Terms and Provisions sets forth certain principal terms of a proposed transaction relating to the purchase of all outstanding
capital stock of Hongri International Holding Limited (“Hongri”) by Shenzhen Zhongjiyingfeng Investment Co., Ltd.
(“Purchaser”) from JX Luxventure Limited (“Seller” or the “Company”). This Memorandum of Understanding
(the “MOU”) is intended to constitute a binding agreement between the parties hereto, and the parties hereto will be bound
to each other in any respect to the terms hereof.


 


	Purchase
    Price	Purchaser
    will pay to the Company a total sum of USD 10,000,000 in consideration for acquiring 100% ownership in Hongri International Holding
    Limited’s capital stock.
	 	 
	Structure	The
    parties hereto intend that the proposed transaction be affected by way of a stock purchase agreement or other agreement in a form
    customary for transactions of this type (the “Definitive Agreement”). If a Definitive Agreement is reached, it
    shall extinguish and supersede this MOU. 
	 	 
	Time
    for Closing	Promptly
    after the execution of this MOU, the parties hereto will negotiate in good faith the Definitive Agreement and any ancillary documentation.
    The parties hereto intend to enter into the Definitive Agreement as soon as practicable, and no later than 30 calendar days from
    the date hereof, unless an extension is granted by the Seller in writing, with  the understanding that if a Definitive Agreement
    is not entered into within 30 days of the date hereof, the Seller may terminate this MOU.  
	 	 
	Conditions
    to Closing	●    Completion
                                            and satisfaction of due diligence of the parties hereto.

                                                                                                  

    ●    Obtaining
    of all requisite third-party consents, creditor and lien holder consents and other necessary consents.

     

    ●    Company
    shareholders’ approval of the transaction having been obtained.

     

    ●    The
    Company having obtained all necessary resolutions from its board of directors, approving and authorizing the Company to enter into
    and execute the Definitive Agreement.

	 	 
	Access
    and Cooperation	The
    parties hereto shall cooperate with each other with regard to any filings, approvals or consents required to affect the proposed
    transaction. The parties hereto shall provide each other with reasonable access to their respective books and records and cooperate
    with each party’s ongoing due diligence efforts. All nonpublic information thus obtained by any party will be treated as confidential
    and if the proposed transaction is not consummated. all documents or copies thereof obtained by any of the parties will be destroyed.
	 	 
	Term	This
    MOU shall have a term of 6 months, provided, that the Company may terminate this MOU at any time if it receives an offer to
    purchase Hongri that the Company’s board of directors determines is superior to the Purchaser’s offer to purchase and
    would be in the best interests of the Company’s shareholders.
	 	 
	Confidentiality	Neither
    Party shall disclose the content of this MOU without prior authority of the non-disclosing party.
	 	 
	Transaction
    Expenses	Each
    party hereto shall be responsible for their own transaction expenses. 
	 	 
	Governing
    Law	 This
    MOU shall be governed by and construed in accordance with the laws of the state of Delaware.


 


	Shenzhen Zhongjiyingfeng Investment Co., Ltd.	 
	 	 	 
	By:
    	/s/
Fang Kai	 
	 	Fang
Kai	 
	 	 	 
	JX Luxventure Limited	 
	 	 	 
	By:
    	/s/ Sun Lei
	 
	 	Sun Lei