Exhibit 10.1


 





	Date:	See Effective Date (as defined in the Appendix)
	 	 
	To:	Party A (as defined in the Appendix)
	 	 
	From:	Party B (as defined in the Appendix)



 


 


Dear Sirs,


 


Share
Swap — shares of the Target Company (as defined in the Appendix) in exchange for shares of the Proposing Company (as defined in
the Appendix) to be made between Party A and Party B and all other parties to this letter (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 B shall arrange for the Proposing Company to issue and allocate, or arrange to be delivered, with
full legal title, free of any rights, interest or any other encumbrances, the Relevant Number (as defined in the Appendix) of the PC Shares
(as defined in the Appendix) to, or to the order of, Party A in accordance with the PC Shares Deliveries (as defined in the Appendix)
on the Completion Date (as defined in the Appendix).



 


		2.	Party A shall arrange for the Target Company to issue and allocate, or arrange to be delivered, with full
legal title, free of any rights, interest or any other encumbrances, the Appropriate Number (as defined in the Appendix) of the Target
Shares (as defined in the Appendix) to, or to the order of, Party B in accordance with the Target Shares Deliveries (as defined in the
Appendix) on the Completion Date (as defined in the Appendix).



 


		3.	The Parties agree to such other terms and conditions set out in the Appendix.



 


		4.	Each Party hereby agrees and undertakes to all other Parties 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, without the prior written consent of all
other Parties 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 the Target Company or Proposing Company, its
agents, officers, employees or advisers by such Party, 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, each Party shall make announcement(s) in respect of this Letter in accordance
with the relevant rules, regulations and laws in its applicable jurisdictions, where necessary or desirable.



 


		5.	No Party may assign or transfer any of their rights or obligations under this Letter, without the prior
written consent of the other Party.



 


		6.	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.



 


 


 


 






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Yours faithfully,


 


Executed as a deed


for and on
behalf of





BONANZA GOLDFIELDS CORP


 


 


 


/s/
Chan Man Chung                         


CHAN Man Chung


Director


 


 


 


I/We hereby acknowledge and agree to
the terms contained in this Letter.


 


DATED: See Effective
Date


 


 


 


Executed as a deed





For and on behalf of





CHINA INFORMATION TECHNOLOGY
DEVELOPMENT LIMITED


 





 


 


/s/Wong King Shiu Daniel                    


 WONG King Shiu Daniel


Director


 


 


 


Executed as a deed


by HO WAN LEONG


 


 


 


/s/ Ho Wan Leong                                  


 


 


 





















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Appendix


 


	Term	Definition
	 	 
	Party
    A:	China Information Technology Development Limited (HK:8178)
	 	 
	Party
    B:	Bonanza Goldfields Corp (OTCMKTS: BONZ)
	 	 
	Effective
    Date:	25th October 2022
	 	 
	Proposing
    Company:	Party B
	 	 
	Relevant
    Number:	218,574,609
	 	 
	PC
    Shares:	Ordinary voting shares of the Proposing Company
	 	 
	PC
    Shares Deliveries:	The PC Shares shall be delivered to SPV A on the Completion Date.
	 	 
	SPV
    A:	King Vision Group Limited
	 	 
	Target
    Company:	Party A
	 	 
	Appropriate
    Number:	26,520,386
	 	 
	Target
    Shares:	Ordinary voting shares of the Target Company
	 	 
	Target
    Shares Deliveries:	The Target Shares shall be delivered to Party B on the Completion Date
	 	 
	SPV
    Number:	1,000
	 	 
	SPV
    Shares:	Ordinary voting shares of SPV A
	 	 
	SPV
    Holder:	HO Wan Leong
	 	 
	SPV
    Deliveries:	The SPV Holder shall deliver the SPV Number of SPV Shares to Party A on the Completion Date
	 	 
	Completion
    Date:	90 days from effective date or such other later date as is necessary to comply with all applicable rules, regulations and laws (including those of Hong Kong and the United States of America) to complete the Share Swap.
	 	 
	Other
    Terms and Conditions:	Conditions precedent:



(1) the Listing Committee of the Stock Exchange of Hong Kong having granted
the listing of, and permission to deal in, the Target Shares; and



(2) Party B obtaining the requisite approval from its shareholders, the
Securities and Exchange Commission and the Financial Industry Regulatory Authority for increasing the number of Party B's authorized shares
to 2.7 billion


 





 






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