Exhibit 10.1





 


STOCK PURCHASE AGREEMENT





 



 


 





 


 


This Stock Purchase Agreement
(the “Agreement”) is made and effective September 23rd ,2022


 


		BETWEEN:	B D PPCIFIC PTY LTD (“BDPPL” or the "Company"), a company formed in Australia
(ACN: 608 421 683) with its registered address at PO BOX 444, KENT TOWN DC SA 5071; AND






 


		AND:	Simon Andrew Rees (“Selling Shareholder") who is the sole director and shareholder
of BDPPL.



 





		AND:	Sincerity Applied Materials Holdings Corp., (“SINC” or the "Purchaser"),
a companies organized and existing under the laws of the United States of America with its head office located at Suite 1105, Level 11,
370 Pitt Street, Sydney, NSW 2000, Australia






 


RECITALS


 


WHEREAS, the Selling Shareholder will sell to SINC
[ 1,000 ] ordinary shares (“Sell Shares”) of BDPPL to SINC for a consideration of Five Hundred Thousands United States Dollars
(USD500,000). BDPPL also will issue and sell to SINC [ 1,000 ] ordinary shares (“Sell Shares”) of BDPPL to SINC for a consideration
of Five Hundred Thousands United States Dollars (USD500,000).





 


WHEREAS, BDPPL has an authorized share capital of 1,000
ordinary shares of AUD 1.0 par value of which 1,000 shares have been fully issued to the Selling Shareholder.


 





WHEREAS, SINC has an authorized
share capital of 290,000,000 shares of USD .0001 par value common and Common “A” Stock; of which 27,507,498 shares of the
Common “A” Stock have been issued at present.





 


WHEREAS, the Purchaser
desires to purchase and the Selling Shareholder desires to sell [1,000] ordinary shares of BDPPL to SINC for a consideration of One
Million United States Dolars (USD1,000,000), upon the terms and subject to the conditions hereinafter set forth;





 


NOW, THEREFORE, in consideration of the mutual covenants
and agreements contained in this Agreement, and in order to consummate the purchase and the sale of Sell Shares aforementioned, it is
hereby agreed as follows:


 


 


 


 


 






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		1.	PURCHASE AND SALE



 


Subject to the terms and conditions hereinafter set forth,
at the closing of the transaction contemplated hereby, the Selling Shareholder shall sell, convey, transfer, and deliver to the Purchaser
certificates representing such Sell Shares, and the Purchaser shall purchase from the Selling Shareholder the Sell Shares at the consideration
as set forth in this Agreement. The certificates representing the Company's ordinary shares shall be duly endorsed for transfer or accompanied
by appropriate bought and sold notes. The closing of the transactions contemplated by this Agreement ("Closing"), shall be held
at the location noted in Appendix A attached.





 


		2.	AMOUNT AND PAYMENT OF PURCHASE PRICE



 


The total consideration and method of payment thereof are
fully set out in Appendix "A" attached hereto and made a part hereof.


 





		3.	REPRESENTATIONS AND WARRANTIES OF SELLING SHAREHOLDER AND PURCHASER



 


Selling Shareholder hereby warrants and represents:


 


		A.	Organization and Standing. Company is a company duly organized, validly existing and in good standing
under the laws of Australia and has the corporate power and authority to carry on its business as it is now being conducted.



 


		B.	Restrictions on Stock:



 


		i.	The Selling Shareholder is not a party to any agreement, written or oral, creating rights in respect
to the Company's Stock in any third person or relating to the voting of the Company's Stock.
	 	 	 
		ii.	Selling Shareholder is the lawful owner of the Sell Shares, free and clear of all security interests,
liens, encumbrances, equities and other charges.



 


		iii.	There are no existing warrants, options (except for the Management Share Option Scheme which is under
preparation), stock purchase agreements, redemption agreements, restrictions of any nature, calls or rights to subscribe of any character
relating to the stock, nor are there any securities convertible into such stock outside of the note being issued attached to this agreement.



 


		C.	Expectations and Milestones:



 


		i.	BDPPL is expected to report USD 150,000 net earnings before tax in 2023, with 50% annual growth till
2026.



 


 


 


 






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Purchaser hereby warrants and represents:


 


A. Organization and Standing. Company
is a company duly organized, validly existing and in good standing under the laws of Nevada in United States and has the corporate power
and authority to carry on its business as it is now being conducted.


 





		4.	REPRESENTATIONS AND WARRANTIES OF SELLING SHAREHOLDER AND PURCHASER



 


Selling Shareholder and Purchaser hereby represent and
warrant that there has been no act or omission by Selling Shareholder, Purchaser or the Fund which would give rise to any valid claim
against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions
contemplated hereby.


 





		5.	ENTIRE AGREEMENT



 


This Agreement (including the
Appendices hereto and any written amendments hereof executed by the parties) constitutes the entire Agreement and supersedes all
prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof.


 


		6.	SECTIONS AND OTHER HEADINGS



 


The section and other headings contained in this Agreement
are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.


 


		7.	GOVERNING LAW



 


This agreement, and all transactions contemplated hereby,
shall be governed by, construed and enforced in accordance with the laws of Nevada. The parties herein waive trial by jury and agree to
submit to the jurisdiction and venue of a court located in Nevada.


 





		8.	ATTORNEY’S FEES



 


In the event that litigation results from or arises out
of this Agreement or the performance thereof, the parties agree to reimburse the prevailing party's reasonable attorney's fees, court
costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party
may be entitled.


 


 


 


 


 


 


 






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IN WITNESS WHEREOF, this Agreement has been executed by each
of the individual parties hereto on the date first above written.


 











	Sincerity Applied Materials Holdings Corp	PURCHASER
	 	 
	 	 
	Authorized Signature	 
		 
	 	 
	_________________________________________	 
	


Yiwen (James) Zhang, CEO & Chairman


	 
	 	 
	 	 
	Simon Andrew Rees	SELLING SHAREHOLDER
	 	 
	simon rees                               
	 
	Authorized Signature 	 
	 	 
	_________________________________________	 
	Simon Andrew Rees	 
	 	 
	 	 
	B D Pacific Pty Ltd	The COMPANY (BDPPL)
	 	 
	simon rees                               
	 
	Authorized Signature	 
	 	 
	_________________________________________	 
	Simon Andrew Rees, Director	 






 


 








 


 


 






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APPENDIX A AMOUNT AND PAYMENT
OF PURCHASE PRICE


 


 


		1.	CONSIDERATION



 


The Purchaser shall pay to the Selling
Shareholder USD500,000 in form of a warrant (Appendix B) and the Selling Shareholder shall transfer/allot a total of 1,000 common shares
of BDPPL to the Purchaser.


 


The Purchaser shall pay to BDPPL
USD 500,000 and BDPPL shall issue a total of 1,000 common shares of BDPPL to the Purchaser.





 


		2.	CLOSING & PAYMENT



 


The Purchaser agrees to purchase 1,000 ordinary shares of
BDPPL in form of a USD 500,000 Warrant.


 


The Purchaser further agrees to purchase additional 1,000
newly issued ordinary shares of BDPPL at USD 500 per share.


 


The location of the Closing of the transaction shall be determined
by both parties.





 


		3.	TARGET ACQUISITIONS BY BDPPL



 


SINC and BDPPL have identified certain acquisition and investment targets
that should be part of the SINC global business platform. It is expected that upon receipt of no less than US$500,000 from SINC from the
purchase of Ordinary Shares, BDPPL shall make investments in Australia & New Zealand, and USA subject to accomplishments of certain
milestones to be defined and agreed between BDPPL and acquisition candidates


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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