Exhibit 10.1


 


SHARE EXCHANGE AGREEMENT


 


THIS SHARE EXCHANGE AGREEMENT (the "Agreement")
is entered into and effective as of the 30th day of June, 2016, by and among SINORAMA CORPORATION,
a Florida corporation (“SC”), SINORAMA TOURS CO., LIMITED a Samoa corporation ("STC"), and the shareholders
of STC set forth on Exhibit “A” attached hereto and Incorporated herein (collectively the “Shareholders").


 


1. RECITALS


 


This Agreement is entered into with reference
to and in contemplation of the following facts, circumstances and representations:


 


1.1          The
Shareholders are the owners of 10,000 common shares, par value
$1.00, of STC, which represents all of the issued and outstanding common shares (the “STC Shares”).


 


1.2          SC
desires to issue a total of 11,000,000 shares of its common stock, par value $0.001 (the "SC
Shares") to the Shareholders of STC, Pro rata, in exchange for one hundred percent (100%) of the STC Shares owned by the Shareholders.


 


1.3          The
Shareholders desire to exchange the STC Shares for the SC Shares in accordance with the terms and conditions of this Agreement.


 


1.4          SC,
the Shareholders and STC desire that this transaction be consummated.


 


2. EXCHANGE AND ISSUANCE OF SHARES


 


2.1         Exchange
of SC Shares: SC shall exchange and deliver to the Shareholders, a total of 11,000,000 shares of its common stock in the amounts
set forth next to each Shareholder’s name on Exhibit “A”.


 


2.2         Exchange
of STC Shares: At the Closing, the Shareholders shall allot and deliver to SC a total of 10,000 shares
of the common shares of STC which represents one hundred percent (100%) of the issued and outstanding shares of STC. Upon the consummation
of the share exchange contemplated pursuant to this Agreement, STC shall be a wholly-owned subsidiary of SC, and SC will
effectively acquire all business and assets of STC as now or hereafter existing.


 


2.3         Nature
of SC Shares: The SC Shares are being acquired by the Shareholders in connection with the transaction contemplated hereunder
(the “Transaction”), are being acquired for their own account for investment purposes only and not with a view to,
or with any present intention of, distributing or reselling any of such shares. STC and the Shareholders acknowledge and agree
that the SC Shares have not been registered under the Securities Act or under any state securities laws, and that the SC Shares
may not be, directly or indirectly, sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without
registration under the Securities Act and applicable state securities laws, except pursuant to an available exemption from such
registration. STC and the Shareholders also acknowledge and agree that neither the SEC nor any state securities commission nor
other Governmental Authority has (a) approved the issuance of the SC Shares or passed upon or endorsed the merits of the SC Shares,
this Agreement or the Transaction; or (b) confirmed the accuracy of, determined the adequacy of, or reviewed, this Agreement. STC
and the Shareholders have such knowledge, sophistication and experience in financial, tax and business matters in general, and
investments in securities in particular, that they are capable of evaluating the merits and risks of this investment in the SC
Shares , and each of STC and the Shareholder has made such investigations in connection herewith as be deemed necessary or desirable
so as to make an informed investment decision without relying upon SC for legal or tax advice related to this investment.


 




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2.4           Private
Sale Acknowledgment: The parties acknowledge and agree that the exchange and issuance of the SC Shares is being undertaken
as a private sale, and is not being transacted via a broker-dealer and/or in the public market place.


 


3. REPRESENTATIONS AND WARRANTIES OF SC.


 


SC represents and warrants to the Shareholders and STC as follows:


 


3.1         Organization:
SC is a corporation duly incorporated and validly existing under the laws of the State of Florida and is in good standing with
respect to all of its regulatory filings.


 


3.2         Capitalization:
The authorized capital of SC consists of 100,000,000 shares of common stock with a par value of $0.001 per share.


 


3.3         Legal Compliance: To the best of its
knowledge, SC is not in breach of any laws, ordinances, statutes, regulations, by-laws, orders or decrees to which SC is subject
or which apply to it or any of its assets.


 


3.4         Adverse
Financial Events: SC has not experienced nor is it aware of any occurrence or event which has had or might reasonably be expected
to have a material adverse effect on its financial condition.


 


3.5         Disputes,
Claims and Investigations: There are no disputes, claims, actions, suits, judgments, investigations or proceedings outstanding
or pending or to the knowledge of SC threatened against or affecting SC at law or in equity or before or by any federal, municipal
or other governmental department, commission, board, bureau or agency.


 


3.6         Employee
Liabilities: SC has no known liability to former employees or any liability to any governmental authorities with respect to
current or former employees.


 


3.7         No
Conflicts or Agreement Violations: The execution, delivery and performance of this Agreement will not conflict with or be in
violation of the articles or by-laws of SC or of any agreement to which SC is a party and will not give any person or company a
right to terminate or cancel any agreement or right enjoyed by SC and will not result in the creation or imposition of any lien,
encumbrance or restriction of any nature whatsoever in favor of a third party upon or against the assets of SC .


 


3.8         Validly
Issued and Authorized Shares: That the SC Shares will be validly authorized and issued by SC in full compliance with all laws
of the State of Florida.


 




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4. REPRESENTATIONS OF STC AND THE SHAREHOLDER


 


STC and the Shareholders collectively and individually
hereby represent and warrant as follows:


 


4.1         Share
Ownership: The Shareholders are the owners, beneficially and of record, of the STC Shares and said shares are free and clear
of all liens, encumbrances, claims, charges and restrictions.


 


4.2         Transferability
of STC Shares: That the Shareholders have full power to transfer the STC Shares to SC without obtaining the consent or approval
of any other person or governmental authority.


 


4.3         Validly
Issued and Authorized Shares: That the STC Shares are validly authorized and issued, fully paid, and non-assessable, and the
STC Shares have been so issued in full compliance with all laws of Samoa.


 


4.4         Organization: STC is a corporation
duly incorporated and validly existing under the laws of Samoa and is in good standing with respect to any and all applicable regulatory
filings.


 


4.5         Capitalization:
The authorized capital of STC consists of 100,000,000 common shares, par value $1.00, of which
10,000 common shares are issued and outstanding.


 


4.6         Legal
Compliance: STC is not in breach of any laws, ordinances, statutes, regulations, by-laws, orders or decrees to which STC is
subject or which apply to it or any of its assets.


 


4.7         Adverse
Financial Events: STC has not experienced nor is it aware of any occurrence or event which has had or might reasonably be expected
to have a material adverse effect on its financial condition.


 


4.8         Disputes,
Claims and Investigations: There are no disputes, claims, actions, suits, judgments, investigations or proceedings outstanding
or pending or to the knowledge of STC or the Shareholders threatened against or affecting STC at law or in equity or before or
by any federal, municipal or other governmental department, commission, board, bureau or agency.


 


4.9         Employee
Liabilities: STC has no liability to former employees or any liability to any government authorities with respect to current
or former employees.


 


4.10       No
Conflicts or Agreement Violations: The execution, delivery and performance of this Agreement will not conflict with or be in
violation of the Articles of Incorporation of STC or of any agreement to which STC is a party and will not give any person or company
a right to terminate or cancel any agreement or right enjoyed by STC and will not result in the creation or imposition of any lien,
encumbrance or restriction of any nature whatsoever in favor of a third party upon or against the assets of STC.


 


4.11       No
Liens: That STC has not received a notice of any assignment, lien, encumbrance, claim or charge against the STC Shares.


 




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5. REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS ALONE


 


The Shareholders alone further represent and
warrant to SC as follows with respect to the SC Shares:


 


5.1         Financially
Responsible: That they are financially responsible, able to meet their obligations and acknowledge that this investment will
be speculative.


 


6. CLOSING, ESCROW HOLDER AND CONDITIONS TO CLOSING


 


6.1         Exchange
Closing: The closing of the share exchange as contemplated by this Agreement (the "Closing") shall take place at
the offices of SC, at such time and place as may be agreed among by the parties, but in no event later than July 31, 2016.


 


6.2         Conditions
and Closing: Prior to the Closing, the following will be required:


 


6.2.1. Deliveryof STC Shares: The Shareholders
shall deliver to SC the certificate or certificates representing the STC Shares, duly endorsed for transfer accompanied by a duly
executed assignment of the STC Shares to SC.


 


6.2.2. Deliveryof SC Shares: SC shall
deliver to the Shareholders certificates representing the SC Shares registered in the name of the Shareholders.


 


6.3         Close
of Transaction: The subject transaction shall "close" upon the satisfaction of the above conditions.


 


6.4         Notices:
All notices given pursuant to this Agreement must be in writing and may be given by (1) personal delivery, or (2) registered or
certified mail, return receipt requested, or (3) via facsimile transmission to the parties as set forth below.


 


	 	If to SC:	Qian Hong
	 	 	3675 AV DES CERISIERS
	 	 	BROSSARD, QC J4Z 3S8
	 	 	 
	 	If to STC:	Jing Wenjia
	 	 	3675 AV DES CERISIERS
	 	 	BROSSARD, QC J4Z 3S8


 


7. COOPERATION, ARBITRATION, INTERPRETATION, MODIFICATION AND ATTORNEY
FEES


 


7.1           Cooperation
of Parties: The parties further agree that they will do all things necessary to accomplish and facilitate the purpose of this
Agreement and that they will sign and execute any and all documents necessary to bring about and perfect the purposes of this Agreement.


 




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7.2           Interpretation
of Agreement: The parties agree that should any provision of this Agreement be found to be ambiguous in any way, such ambiguity
shall not be resolved by construing such provisions or any part of or the entire Agreement in favor of or against any party herein,
but rather by construing the terms of this Agreement fairly and reasonably in accordance with their generally accepted meaning.


 


7.3           Modification
of Agreement: This Agreement may be amended or modified in any way at any time by an instrument in writing stating the manner
in which it is amended or modified and signed by each of the parties hereto. Any such writing amending or modifying this Agreement
shall be attached to and kept with this Agreement.


 


7.4           Attorney
Fees: If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement, or because
of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of the Agreement, the successful
or prevailing party shall be entitled to recover reasonable attorneys' fees and other costs


incurred in that action or proceeding, in addition to any other
relief to which it may be entitled.


 


7.5           Entire
Agreement: This Agreement constitutes the entire Agreement and understanding of the parties hereto with respect to the matters
herein set forth, and all prior negotiations, writings and understandings relating to the subject matter of this Agreement are
merged herein and are superseded and canceled by this Agreement.


 


7.6           Counterparts:
This Agreement may be signed in one or more counterparts.


 


7.7           Facsimile
Transmission Signatures: A signature received pursuant to a facsimile transmission shall be sufficient to bind a party to this
Agreement.


 


7.8           Governing
Law: This Agreement shall be governed by, and construed in accordance with the laws of the State of Florida.


 


IN WITNESS WHEREOF, this Agreement is executed
by the parties as of the date first -above written.


 


SINORAMA CORPORATION, a Florida corporation


 


	By:  	/s/ JING Wenjia	 
	 	Jing Wenjia, CEO	 
	 	 
	SINORAMA TOURS CO., LIMITED, a Samoa corporation	 
	 	 	 
	By: 	/s/ JING Wenjia	 
	 	Jing Wenjia, CEO	 


 




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	SHAREHOLDERS:	 
	 	 
	/s/ JING Wenjia	 
	Jing Wenjia	 
	 	 
	/s/ Xing Yanhua	 
	Xing Yanhua	 
	 	 
	/s/ Zhao Hongxi	 
	Zhao Hongxi	 
	 	 
	/s/ Yang Ming	 
	Yang Ming	 
	 	 
	/s/ Wang Bo	 
	Wang Bo	 
	 	 
	/s/ Wang Xi Wang	 
	Wang Xi Wang	 
	 	 
	/s/ Wei He	 
	Wei He	 
	 	 
	/s/ Zhang Guohua	 
	Zhang Guohua	 
	 	 
	/s/ Zou Gongping	 
	Zou Gongping	 
	 	 
	/s/ Cheung Wai Kee	 
	Cheung Wai Kee	 
	 	 
	8941408 Canada, Inc.	 
	 	 	 
	By:	/s/ Qian Hong	 
	Its:	President	 


 




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EXHIBIT A


 


Shareholders


 


	Name	 	SC Shares	 
	Jing Wenjia	 	 	8,250,000	 
	 	 	 	 	 
	Xing Yanhua	 	 	330,000	 
	 	 	 	 	 
	Zhao Hongxi	 	 	550,000	 
	 	 	 	 	 
	Yang Ming	 	 	330,000	 
	 	 	 	 	 
	Wang Bo	 	 	220,000	 
	 	 	 	 	 
	Wang Xi Wang	 	 	110,000	 
	 	 	 	 	 
	Wei He	 	 	110,000	 
	 	 	 	 	 
	Zhang Guohua	 	 	385,000	 
	 	 	 	 	 
	Zou Gongping	 	 	275,000	 
	 	 	 	 	 
	Cheung Wai Kee	 	 	110,000	 
	 	 	 	 	 
	8941408 Canada, Inc.	 	 	330,000	 
	 	 	 	 	 
	Total	 	 	11,000,000	 



 




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