Exhibit 10.1





 


SECURITIES
PURCHASE AGREEMENT


 


This
SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of December 2, 2020 by and among Future FinTech
Group Inc., a Florida corporation, (the “Company”), and individuals listed in Exhibit B hereto and each
affixes its signature on the signature page of this Agreement (each, a “Purchaser”; collectively, the “Purchasers”).


 


RECITALS


 


WHEREAS,
the Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption
from securities registration afforded by Section 4(2) of the Securities Act of 1933 (the “Securities Act”) and/or
Regulation S (“Regulation S”) as promulgated under the Securities Act;


 


WHEREAS,
the Company is offering certain shares of its common stock, par value $0.001 per share, (the “Common Stock”) at price
of $1.84 per share to the Purchasers(based on 85% of the average closing price of the Company’s common stock listed
on Nasdaq Stock Exchange for the twenty (20) trading days prior to the date of this Share Purchase Agreement);


 


WHEREAS,
the Company is offering up to 556,497 shares of Common Stock to the Purchasers listed in Exhibit B, who severally but not jointly
enters into this Agreement and makes representations and warranties hereunder;


 


WHEREAS,
the Purchaser is a “non-US person” as defined in Regulation S, acquiring the Shares solely for its own account for
the purpose of investment;


 






     


     


    




 


NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser hereby agree as follows:


 


ARTICLE
I


Purchase
and Sale of the Shares


 


Section
1.1Purchase Price and Closing.


 


(a) Subject
to the terms and conditions hereof, the Company agrees to issue and sell to the Purchaser and, in consideration of and in express
reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchaser agrees to purchase
for $1.84 per Share, such number of shares of Common Stock (each a “Share” and collectively the “Shares”)
for an aggregate price of listed on the signature page hereto (the “Purchase Price”).


 


(b) Subject
to all conditions to closing being satisfied or waived, the closing of the purchase and sale of the Shares (the “Closing”)
shall take place at the office of the Company, on the date of the occurrence of completion of and receipt by the Company of the
Purchase Price (the “Closing Date”).


 


(c) Subject
to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to the Purchaser
(i) a certificate for such number of Shares, and (ii) any other documents required to be delivered pursuant to this Agreement.
At the time of the Closing, the Purchaser shall have delivered its Purchase Price by wire transfer pursuant to the wire information
provided by the Company.


 


(d) Subject
to all conditions to Closing being satisfied or waived, the Closing shall take place with the number of Shares no more than 19.9%
of the outstanding number of shares of Common Stock of the Company on the Closing Date (the “19.9% Limit”). Any number
of Shares not purchased as a result of the 19.9% Limit shall be purchased by the Purchaser within three (3) business days after
shareholders of the Company shall have approved the transactions contained herein as required by the rules and regulation of the
NASDAQ Stock Market (the “Shareholder Approval”)


 


ARTICLE
II


 


Representations
and Warranties


 


Section
2.1Representations and Warranties of the Company and its Subsidiaries. The Company hereby represents and warrants to
the Purchaser on behalf of itself, its Subsidiaries (as hereinafter defined), as of the date hereof (except as set forth on the
Schedule of Exceptions attached hereto with each numbered Schedule corresponding to the section number herein), as follows:


 


(a) Organization,
Good Standing and Power. The Company is a corporation or other entity duly incorporated or otherwise organized, validly existing
and in good standing under the laws of its jurisdiction of incorporation or organization (as applicable) and respectively, has
the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being
conducted. Except as set forth on Schedule 2.1(a), the Company and each of its Subsidiaries is duly qualified to do business
and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such
qualification necessary except for any jurisdiction(s) (alone or in the aggregate) in which the failure to be so qualified will
not have a Material Adverse Effect (as defined in Section 2.1(g) hereof).


 






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(b) Corporate
Power; Authority and Enforcement. The Company has the requisite corporate power and authority to enter into and perform its
obligations under this Agreement, and to issue and sell the Shares in accordance with the terms hereof. The execution, delivery
and performance of this Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby
have been duly and validly authorized by all necessary corporate action, and no further consent or authorization of the Company
or its Board of Directors or stockholders is required. This Agreement constitutes, or shall constitute when executed and delivered,
a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservator ship, receiver ship
or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other equitable
principles of general application.


 


(c) Capitalization.
The authorized capital stock of the Company and the shares thereof currently issued and outstanding as of November 13, 2020 is
42,286,579 and, except as set forth in the on Schedule 2.1(c) hereto, is the authorized and issued and outstanding capital
stock of the Company as at the date hereof.


 


(i)
no shares of Common Stock are entitled to preemptive, conversion or other rights and there are no outstanding options, warrants,
scrip, rights to subscribe to, call or commitments of any character whatsoever relating to, or securities or rights convertible
into, any shares of capital stock of the Company, except for those have already been disclosed in the SEC filings of the Company;


 


(ii)The
offer and sale of all capital stock, convertible securities, rights, warrants, or options of the Company issued prior to the Closing
complied with all applicable Federal and state securities laws, except where non-compliance would not have a Material Adverse
Effect. The Company has furnished or made available to the Purchaser true and correct copies of the Company’s Articles of
Incorporation, as amended and in effect on the date hereof (the “Articles”), and the Company’s Bylaws,
as amended and in effect on the date hereof (the “Bylaws”).


 


(d) Issuance
of Shares. The Shares to be issued at the Closing have been duly authorized by all necessary corporate action, when paid for
or issued in accordance with the terms hereof, shall be validly issued and outstanding, fully paid and non-assessable.


 






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(e) Compliance
with Law. The Company and the Subsidiaries have all material franchises, permits, licenses, consents and other governmental
or regulatory authorizations and approvals necessary for the conduct of their respective business as now being conducted by it
unless the failure to possess such franchises, permits, licenses, consents and other governmental or regulatory authorizations
and approvals, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. “Material
Adverse Effect” shall mean (i) any material adverse effect upon the assets, properties, financial condition, business or
prospects of the Company, and its Subsidiaries, when taken as a consolidated whole, and/or (ii) any condition, circumstance, or
situation that would prohibit or otherwise materially interfere with the ability of the Company to perform any of its material
covenants, agreements and obligations under this Agreement.


 


(f) No
Violation. The business of the Company and the Subsidiaries is not being conducted in violation of any Federal, state, local
or foreign governmental laws, or rules, regulations and ordinances of any of any governmental entity, except for possible violations
which singularly or in the aggregate could not reasonably be expected to have a Material Adverse Effect. The Company is not required
under Federal, state, local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing
or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under
this Agreement, or issue and sell the Shares in accordance with the terms hereof or thereof (other than (x) any consent, authorization
or order that has been obtained as of the date hereof, (y) any filing or registration that has been made as of the date hereof
or (z) any filings which may be required to be made by the Company with the U.S. Securities and Exchange Commission (the “Commission”
or “SEC”) or state securities administrators subsequent to the Closing.)


 


(g) No
Conflicts. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of
the transactions contemplated herein and therein do not and will not (i) violate any provision of the Company’s Certificate
or Bylaws, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, mortgage,
deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company is a party or by
which it or its properties or assets are bound, (iii) create or impose a lien, mortgage, security interest, pledge, charge or
encumbrance (collectively, “Lien”) of any nature on any property of the Company under any agreement or any
commitment to which the Company is a party or by which the Company is bound or by which any of its respective properties or assets
are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or
decree (including Federal and state securities laws and regulations) applicable to the Company or any of its subsidiaries or by
which any property or asset of the Company or any of its subsidiaries are bound or affected, provided, however,
that, excluded from the foregoing in all cases are such conflicts, defaults, terminations, amendments, accelerations, cancellations
and violations as would not, individually or in the aggregate, have a Material Adverse Effect.


 


(h) Certain
Fees. Except as set forth on Schedule 2.1(o) hereto, no brokers fees, finders fees or financial advisory fees or commissions
will be payable by the Company with respect to the transactions contemplated by this Agreement.


 






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(i) Disclosure.
Except as set forth in Schedule 2.1(p), neither this Agreement nor the Schedules hereto nor any other documents, certificates
or instruments furnished to the Purchaser by or on behalf of the Company or the Subsidiaries in connection with the transactions
contemplated by this Agreement contain any untrue statement of a material fact or omit to state a material fact necessary in order
to make the statements made herein or therein, taken as a whole and in the light of the circumstances under which they were made
herein or therein, not false or misleading.


 


(j) Intellectual
Property. Each of the Company and the Subsidiaries owns or has the lawful right to use all patents, trademarks, domain names
(whether or not registered) and any patentable improvements or copyrightable derivative works thereof, websites and intellectual
property rights relating thereto, service marks, trade names, copyrights, licenses and authorizations, and all rights with respect
to the foregoing, which are necessary for the conduct of their respective business as now conducted without any conflict with
the rights of others, except where the failure to so own or possess would not have a Material Adverse Effect.


 


(k) Private
Placement. Assuming the accuracy of each Purchaser’s representations and warranties set forth in Section 2.2, no registration
under the Securities Act is required for the offer and sale of the Shares by the Company to the Purchaser as contemplated hereby.
The issuance and sale of the Shares hereunder does not contravene the rules and regulations of NASDAQ Stock Market.


 


(l) Investment
Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Shares, will not
be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
The Company shall conduct its business in a manner so that it will not become an “investment company” subject to registration
under the Investment Company Act of 1940, as amended.


 


(m) No
Integrated Offering. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 2.2,
neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made
any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering
of the Shares to be integrated with prior offerings by the Company for purposes of (i) the Securities Act which would require
the registration of any such securities under the Securities Act, or (ii) any applicable shareholder approval provisions of NASDAQ
Stock Market on which any of the securities of the Company are listed or designated.


 


Section
2.2Representations and Warranties of the Purchaser. Each Purchaser, severally but not jointly, hereby makes the following
representations and warranties to the Company as of the date hereof:


 


(a) No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by such Purchaser of the transactions
contemplated hereby and thereby or relating hereto do not and will not conflict with, or constitute a default (or an event which
with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration
or cancellation of any agreement, indenture or instrument or obligation to which such Purchaser is a party or by which its properties
or assets are bound, or result in a violation of any law, rule, or regulation, or any order, judgment or decree of any court or
governmental agency applicable to such Purchaser or its properties (except for such conflicts, defaults and violations as would
not, individually or in the aggregate, have a material adverse effect on such Purchaser). Such Purchaser is not required to obtain
any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for
it to execute, deliver or perform any of its obligations under this Agreement, provided, that for purposes of the representation
made in this sentence, such Purchaser is assuming and relying upon the accuracy of the relevant representations and agreements
of the Company herein.


 






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(b) Status
of Purchaser. The Purchaser is a “non-US person” as defined in Regulation S. The Purchaser further makes the representations
and warranties to the Company set forth on Exhibit A. Such Purchaser is not required to be registered as a broker-dealer
under Section 15 of the Exchange Act and such Purchaser is not a broker-dealer, nor an affiliate of a broker-dealer.


 


(c) Reliance
on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions
from the registration requirements of United States federal and state securities laws and that the Company is relying upon the
truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments
and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility
of the Purchaser to acquire the Shares.


 


(d) Information.
The Purchaser and its advisors, if any, have had the opportunity to ask questions of management of the Company and its Subsidiaries
and have been furnished with all information relating to the business, finances and operations of the Company and information
relating to the offer and sale of the Shares which have been requested by the Purchaser or its advisors. Neither such inquiries
nor any other due diligence investigation conducted by the Purchaser or any of its advisors or representatives shall modify, amend
or affect the Purchaser’s right to rely on the representations and warranties of the Company contained herein. The Purchaser
understands that its investment in the Shares involves a significant degree of risk. The Purchaser further represents to the Company
that the Purchaser’s decision to enter into this Agreement has been based solely on the independent evaluation of the Purchaser
and its representatives.


 


(e) Governmental
Review. The Purchaser understands that no United States federal or state agency or any other government or governmental agency
has passed upon or made any recommendation or endorsement of the Shares.


 


(f) Transfer
or Re-sale. The Purchaser understands that the sale or re-sale of the Shares has not been and is not being registered under
the Securities Act or any applicable state securities laws, and the Shares may not be transferred unless (i) the Shares are sold
pursuant to an effective registration statement under the Securities Act, (ii) the Purchaser shall have delivered to the Company
an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions
to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration,
which opinion shall be reasonably acceptable to the Company, (iii) the Shares are sold or transferred to an “affiliate”
(as defined in Rule 144 promulgated under the Securities Act (or a successor rule) (“Rule 144”)) of the Purchaser
who agrees to sell or otherwise transfer the Shares only in accordance with this Section 2.2(f) and who is a non-US person, (iv)
the Shares are sold pursuant to Rule 144, or (v) the Shares are sold pursuant to Regulation S under the Securities Act (or a successor
rule) (“Regulation S”). Notwithstanding the foregoing or anything else contained herein to the contrary, the
Shares may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.


 






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(g) Legends.
The Purchaser understands that the Shares shall bear a restrictive legend in the form as set forth under Section 5.1 of this Agreement.
The Purchaser understands that, until such time the Shares may be sold pursuant to Rule 144 or Regulation S without any restriction
as to the number of securities as of a particular date that can then be immediately sold, the Shares may bear a restrictive legend
in substantially the form set forth under Section 5.1 (and a stop-transfer order may be placed against transfer of the certificates
evidencing such Securities).


 


(h) Residency.
The Purchaser is a resident of the jurisdiction set forth immediately below such Purchaser’s name on the signature pages
hereto.


 


(i) No
General Solicitation. The Purchaser acknowledges that the Shares were not offered to such Purchaser by means of any form of
general or public solicitation or general advertising, or publicly disseminated advertisements or sales literature, including
(i) any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media, or broadcast
over television or radio, or (ii) any seminar or meeting to which such Purchaser was invited by any of the foregoing means of
communications.


 


(j) Rule
144. Such Purchaser understands that the Shares must be held indefinitely unless such Shares are registered under the Securities
Act or an exemption from registration is available. Such Purchaser acknowledges that such Purchaser is familiar with Rule 144
and Rule 144A, of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“Rule
144”), and that such person has been advised that Rule 144 and Rule 144A, as applicable, permits resales only under
certain circumstances. Such Purchaser understands that to the extent that Rule 144 or Rule 144A is not available, such Purchaser
will be unable to sell any Shares without either registration under the Securities Act or the existence of another exemption from
such registration requirement.


 


(k) Brokers.
Purchaser does not have any knowledge of any brokerage or finder’s fees or commissions that are or will be payable by the
Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other person or entity
with respect to the transactions contemplated by this Agreement.


 


(l) Acquisition
for Investment. The Purchaser is a “non-US person” as defined in Regulation S, acquiring the Shares solely for
the its own account for the purpose of investment and not with a view to or for sale in connection with a distribution to anyone.


 


(m)
 Independent Investment Decision. Such Purchaser has independently evaluated the
merits of its decision to purchase Shares pursuant to this Agreement, and such Purchaser confirms that it has not relied on the
advice of any other person’s business and/or legal counsel in making such decision. Such Purchaser understands that nothing
in this Agreement or any other materials presented by or on behalf of the Company to the Purchaser in connection with the purchase
of the Shares constitutes legal, tax or investment advice. Such Purchaser has consulted such legal, tax and investment advisors
as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Securities.


 






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(n)
Lock-up. The Purchaser agrees not sell, contract to sell, or otherwise dispose of or transfer any of his/her Shares for
a period of one year commencing from the date of this Agreement.


 




ARTICLE III


Covenants


 


The
Company covenants with the Purchaser as follows, which covenants are for the benefit of the Purchaser and its permitted assignees
(as defined herein).


 


Section
3.1Securities Compliance. The Company shall notify the Commission in accordance with its rules and regulations, of
the transactions contemplated by any of this Agreement, and shall take all other necessary action and proceedings as may be required
and permitted by applicable law, rule and regulation, for the legal and valid issuance of the Shares to the Purchaser or subsequent
holders.


 


Section
3.2Confidential Information. The Purchaser agrees that such Purchaser and its employees, agents and representatives
will keep confidential and will not disclose, divulge or use (other than for purposes of monitoring its investment in the Company)
any confidential information which such Purchaser may obtain from the Company pursuant to financial statements, reports and other
materials submitted by the Company to such Purchaser pursuant to this Agreement, unless such information is known to the public
through no fault of such Purchaser or his or its employees or representatives; provided, however, that a Purchaser may disclose
such information (i) to its attorneys, accountants and other professionals in connection with their representation of such Purchaser
in connection with such Purchaser’s investment in the Company, (ii) to any prospective permitted transferee of the Shares,
so long as the prospective transferee agrees to be bound by the provisions of this Section 3.2, or (iii) to any general partner
or affiliate of such Purchaser.


 


Section
3.3Compliance with Laws. The Company shall comply to comply in all material respects, with all applicable laws, rules,
regulations and orders,except where non-compliance could not reasonably be expected to have a Material Adverse Effect.


 


Section
3.4Keeping of Records and Books of Account. The Company shall keep adequate records and books of account, in which
complete entries will be made in accordance with GAAP consistently applied, reflecting all financial transactions of the Company,
and in which, for each fiscal year, all proper reserves for depreciation, depletion, obsolescence, amortization, taxes, bad debts
and other purposes in connection with its business shall be made.


 


Section
3.5Disclosure of Material Information. The Company covenants and agrees that neither it nor any other person acting
on its or their behalf has provided or, from and after the filing of the Form 8-K of this Agreement, will provide any Purchaser
or its agents or counsel with any information that the Company believes constitutes material non-public information (other than
with respect to the transactions contemplated by this Agreement), unless prior thereto such Purchaser shall have executed a specific
written agreement regarding the confidentiality and use of such information. The Company understands and confirms that the Purchaser
shall be relying on the foregoing covenants in effecting transactions in securities of the Company. The Company shall not disclose
the identity of any Purchaser in any filing with the SEC except as required by the rules and regulations of the SEC thereunder.
In the event of a breach of the foregoing covenant by the Company, or any of its or their respective officers, directors, employees
and agents, in addition to any other remedy provided herein, a Purchaser may notify the Company, and the Company shall make public
disclosure of such material nonpublic information within two (2) trading days of such notification.


 






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Section
3.6No Manipulation of Price. The Company will not take, directly or indirectly, any action designed to cause or result
in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any
securities of the Company.


 


Section
3.7Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect
of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the securities
in a manner that would require the registration under the Securities Act of the sale of the securities or that would be integrated
with the offer or sale of the securities for purposes of the rules and regulations of NASDAQY Stock Market such that it would
require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the
closing of such subsequent transaction.


 


Section
3.8Use of Proceeds. The Company shall use the net proceeds from the sale of the Shares hereunder for working capital
purposes and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s debt, (b) for the redemption
of any Common Stock or Common Stock Equivalents, (c) for the settlement of any outstanding litigation or (d) in violation of FCPA
or OFAC regulations.


 


For
the purpose of this Agreement, the term “Common Stock Equivalents” means any securities of the Company or the Subsidiaries
which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred
stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or
otherwise entitles the holder thereof to receive, Common Stock.





 


ARTICLE
IV


CONDITIONS


 


Section
4.1Conditions Precedent to the Obligation of the Company to Sell the Shares. The obligation hereunder of the Company
to issue and sell the Shares is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set
forth below. These conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole
discretion.


 


(a) Accuracy
of the Purchaser’s Representations and Warranties. The representations and warranties of the Purchaser in this Agreement
shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that
time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct
in all material respects as of such date.


 






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(b) Performance
by the Purchaser. The Purchaser shall have performed, satisfied and complied in all respects with all covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied with by such Purchaser at or prior to the Closing.


 


(c) No
Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any
of the transactions contemplated by this Agreement.


 


(d) Delivery
of Purchase Price. The Purchase Price for the Shares shall have been delivered to the Company.


 


(e) Delivery
of this Agreement. This Agreement shall have been duly executed and delivered by the Purchaser to the Company.


 


Section
4.2Conditions Precedent to the Obligation of the Purchaser to Purchase the Shares. The obligation hereunder of the
Purchaser to acquire and pay for the Shares offered in Offering is subject to the satisfaction or waiver, at or before the Closing,
of each of the conditions set forth below. These conditions are for the Purchaser’s sole benefit and may be waived by such
Purchaser at any time in its sole discretion.


 


(a) Accuracy
of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement
shall be true and correct in all respects as of the date when made and as of the Closing Date as though made at that time, except
for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all respects
as of such date.


 


(b) Performance
by the Company. The Company shall have performed, satisfied and complied in all respects with all covenants, agreements and
conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing.


 


(c) No
Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any
of the transactions contemplated by this Agreement.


 


(d)
Certificates. The Company shall have executed and delivered to the Purchaser the certificates for the Shares being acquired
by such Purchaser immediately after the Closing to such address set forth next to the Purchaser with respect to the Closing.


 


(e) Resolutions.
The Board of Directors of the Company shall have adopted resolution consistent with Section 2.1(b) hereof in a form reasonably
acceptable to such Purchaser (the “Resolution”).


 






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ARTICLE
V


Stock
Certificate Legend


 


Section
5.1Legend. Each certificate representing the Shares shall be stamped or otherwise imprinted with a legend substantially
in the following form (in addition to any legend required by applicable state securities or “blue sky” laws):


 


THESE
SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”). THE SECURITIES WERE ISSUED IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REDISTRICTIREMENTS OF THE SECURITIES ACT PURSUANT TO REGULATION S PROMULGATED UNDER IT. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF IN THE UNITED STATES UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES
LAWS OR THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT IS
NOT REDISTRICTIRED. FURTHER, HEDGING TRANSACTIONS WITH REGARD TO THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH
THE SECURITIES ACT.


 


ARTICLE
VI


Indemnification


 


Section
6.1General Indemnity. The Company agrees to indemnify and hold harmless the Purchaser (and their respective directors,
officers, managers, partners, members, shareholders, affiliates, agents, successors and assigns) from and against any and all
losses, liabilities, costs, damages and expenses (including, without limitation, reasonable attorneys’ fees, charges and
disbursements) incurred by the Purchaser as a result of any breach of the representations, warranties or covenants made by the
Company herein. The Purchaser, severally but not jointly, agrees to indemnify and hold harmless the Company and its directors,
officers, affiliates, agents, successors and assigns from and against any and all losses, liabilities, costs, damages and expenses
(including, without limitation, reasonable attorneys’ fees, charges and disbursements) incurred by the Company as a result
of any breach of the representations, warranties or covenants made by such Purchaser herein. The maximum aggregate liability of
the Purchaser pursuant to its indemnification obligations under this Article VI shall not exceed the portion of the Purchase Price
paid by the Purchaser hereunder. In no event shall any “Indemnified Party” (as defined below) be entitled to recover
consequential or punitive damages resulting from a breach or violation of this Agreement.


 






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Section
6.2Indemnification Procedure. Any party entitled to indemnification under this Article VI (an “Indemnified
Party”) will give written notice to the indemnifying party of any matters giving rise to a claim for indemnification;
provided, that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not
relieve the indemnifying party of its obligations under this Article VI except to the extent that the indemnifying party is actually
prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in
respect of which indemnification is sought hereunder, the indemnifying party shall be entitled to participate in and, unless in
the reasonable judgment of the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect
of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party.
In the event that the indemnifying party advises an Indemnified Party that it will contest such a claim for indemnification hereunder,
or fails, within thirty (30) days of receipt of any indemnification notice to notify, in writing, such person of its election
to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at
any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise
or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume
the defense of any such claim, proceeding or action, the Indemnified Party’s costs and expenses arising out of the defense,
settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified
Party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim
by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified
Party which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times
as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend
any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice
at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding
effected without its prior written consent, provided, however, that the indemnifying party shall be liable for any
settlement if the indemnifying party is advised of the settlement but fails to respond to the settlement within thirty (30) days
of receipt of such notification. Notwithstanding anything in this Article VI to the contrary, the indemnifying party shall not,
without the Indemnified Party’s prior written consent, settle or compromise any claim or consent to entry of any judgment
in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional
term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect
of such claim. The indemnification required by this Article VI shall be made by periodic payments of the amount thereof during
the course of investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred, so long
as the Indemnified Party irrevocably agrees to refund such moneys if it is ultimately determined by a court of competent jurisdiction
that such party was not entitled to indemnification. The indemnity agreements contained herein shall be in addition to (a) any
cause of action or similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities the
indemnifying party may be subject to pursuant to the law.


 


ARTICLE
VII


Miscellaneous


 


Section
7.1Fees and Expenses. Except as otherwise set forth in this Agreement, each party shall pay the fees and expenses of
its advisors, counsel, accountants and other experts, if any, and all other expenses, incurred by such party incident to the negotiation,
preparation, execution, delivery and performance of this Agreement.


 






    12


     


    




 


Section
7.2Specific Enforcement, Consent to Jurisdiction.


 


(a) The
Company and the Purchaser acknowledge and agree that irreparable damage would occur in the event that any of the provisions of
this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed
that the parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement
and to enforce specifically the terms and provisions hereof or thereof, this being in addition to any other remedy to which any
of them may be entitled by law or equity.


 


(b) Each
of the Company and the Purchaser (i) hereby irrevocably submits to the jurisdiction of the United States District Court sitting
in the Southern District of New York and the courts of the State of New York located in New York county for the purposes of any
suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby or thereby and
(ii) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject
to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of
the suit, action or proceeding is improper. Each of the Company and the Purchaser consents to process being served in any such
suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of
delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing in this Section 7.2 shall affect or limit any right to serve
process in any other manner permitted by law. Each party hereby irrevocably waives personal service of process and consents to
process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices
to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.
Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.


 


Section
7.3Entire Agreement; Amendment. This Agreement contains the entire understanding and agreement of the parties with
respect to the matters covered hereby and, except as specifically set forth herein, neither the Company nor any of the Purchaser
makes any representations, warranty, covenant or undertaking with respect to such matters and they supersede all prior understandings
and agreements with respect to said subject matter, all of which are merged herein. No provision of this Agreement may be waived
or amended other than by a written instrument signed by the Company and the Purchaser, and no provision hereof may be waived other
than by a written instrument signed by the party against whom enforcement of any such waiver is sought.


 






    13


     


    




 


Section
7.4Notices. All notices, demands, consents, requests, instructions and other communications to be given or delivered
or permitted under or by reason of the provisions of this Agreement or in connection with the transactions contemplated hereby
shall be in writing and shall be deemed to be delivered and received by the intended recipient as follows: (i) if personally delivered,
on the business day of such delivery (as evidenced by the receipt of the personal delivery service), (ii) if mailed certified
or registered mail return receipt requested, two (2) business days after being mailed, (iii) if delivered by overnight courier
(with all charges having been prepaid), on the business day of such delivery (as evidenced by the receipt of the overnight courier
service of recognized standing), or (iv) if delivered by facsimile transmission, on the business day of such delivery if sent
by 6:00 p.m. in the time zone of the recipient, or if sent after that time, on the next succeeding business day (as evidenced
by the printed confirmation of delivery generated by the sending party’s telecopier machine). If any notice, demand, consent,
request, instruction or other communication cannot be delivered because of a changed address of which no notice was given (in
accordance with this Section 7.4), or the refusal to accept same, the notice, demand, consent, request, instruction or other communication
shall be deemed received on the second business day the notice is sent (as evidenced by a sworn affidavit of the sender). All
such notices, demands, consents, requests, instructions and other communications will be sent to the following addresses or facsimile
numbers as applicable:


 


If
to the Company:


 


Room
2302, South Tower T1, Kaisa Plaza


No.
86 Jianguo Avenue, Chaoyang District


Beijing,
China 100025


 


If
to Purchaser:  


 


The
address listed on Exhibit B


 


Any
party hereto may from time to time change its address for notices by giving at least ten (10) days written notice of such changed
address to the other party hereto.


 


Section
7.5Waivers. No waiver by any party of any default with respect to any provision, condition or requirement of this Agreement
shall be deemed to be a continuing waiver in the future or a waiver of any other provisions, condition or requirement hereof,
nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right
accruing to it thereafter.


 


Section
7.6Headings. The section headings contained in this Agreement (including, without limitation, section headings and
headings in the exhibits and schedules) are inserted for reference purposes only and shall not affect in any way the meaning,
construction or interpretation of this Agreement. Any reference to the masculine, feminine, or neuter gender shall be a reference
to such other gender as is appropriate. References to the singular shall include the plural and vice versa.


 


Section
7.7Successors and Assigns. This Agreement may not be assigned by a party hereto without the prior written consent of
the Company or the Purchaser, as applicable, r. The provisions of this Agreement shall inure to the benefit of and be binding
upon the respective permitted successors and permitted assigns of the parties. Nothing in this Agreement, express or implied,
is intended to confer upon any party other than the parties hereto or their respective successors and permitted assigns any rights,
remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 


Section
7.8Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State
of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive
law of another jurisdiction. This Agreement shall not be interpreted or construed with any presumption against the party causing
this Agreement to be drafted.





 


Section
7.9Survival. The representations and warranties of the Company and the Purchaser shall survive the execution and delivery
hereof and the Closing hereunder for a period of three (3) years following the Closing Date.


 






    14


     


    




 


Section
7.10Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall
be deemed to be an original and, all of which taken together shall constitute one and the same Agreement and shall become effective
when counterparts have been signed by each party and delivered to the other parties hereto, it being understood that all parties
need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or .pdf scanned copy,
such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature is executed)
the same with the same force and effect as if such facsimile or .pdf scanned copy signature were the original thereof.


 


Section
7.11Severability. The provisions of this Agreement are severable and, in the event that any court of competent jurisdiction
shall determine that any one or more of the provisions or part of the provisions contained in this Agreement shall, for any reason,
be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect
any other provision or part of a provision of this Agreement and such provision shall be reformed and construed as if such invalid
or illegal or unenforceable provision, or part of such provision, had never been contained herein, so that such provisions would
be valid, legal and enforceable to the maximum extent possible.


 


Section
7.12Individual Capacity. Each Purchaser enters into this Agreement on its own capacity, and not as a group with other
Purchasers. Each Purchaser, severally but not jointly, makes representations and warranties contained under this Agreement.


 


Section
7.13Termination. This Agreement may be terminated prior to Closing by mutual written agreement of the Purchaser and
the Company.


 


 


[Remainder
of Page Intentionally Left Blank; Signature Pages Follow]


 




    15


     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officer as of
the date first above written.





 


	The Company:	 	 
	 	By:	/s/ ShanChun Huang
	 	 	Name:	ShanChun Huang
	 	 	Title: 	Chief Executive Officer








  


[Signature
Page of the Company]


 




    16


     


    

 


Signature
Page of the Purchaser


 


IN
WITNESS WHEREOF, the Purchaser has caused this Agreement to be duly executed individually or by its authorized officer or member
as of the date first above written.


 


The
Purchaser: 





 


	By:	/s/ Yanlong Huang	 
	Name:	Yanlong Huang	 





  


Number
of Shares Purchased : 24,733 shares


Total
Purchase Price: ($1.84 x ) $ 45,509


 


Address
and Contacts of Purchaser : Tonglu County, Hangzhou


 


Telephone:


Fax:


Email:


 






    17


     


    

 


Signature
Page of the Purchaser


 


IN
WITNESS WHEREOF, the Purchaser has caused this Agreement to be duly executed individually or by its authorized officer or member
as of the date first above written.


 


The
Purchaser: 


 





	By:	/s/ Xiuying Guan	 
	Name:	Xiuying Guan	 





 


Number
of Shares Purchased: 16,489 shares


Total
Purchase Price: ($1.84 x) $30,339


 


Address
and Contacts of Purchaser : Changshou Road, Jing'an
District, Shanghai


 


Telephone:


 






    18


     


    




 


Signature
Page of the Purchaser


 


IN
WITNESS WHEREOF, the Purchaser has caused this Agreement to be duly executed individually or by its authorized officer or member
as of the date first above written.


 


The
Purchaser: 





 


	By:	/s/ Yunying Yuan	 
	Name:	Yunying Yuan	 











 


Number
of Shares Purchased : 82,444 shares


Total
Purchase Price: ($1.84 x ) $ 151,697


 


Address
and Contacts of Purchaser : Hunan Road, Pudong New Area, Shanghai


 


Telephone:


 


Email:


 






    19


     


    




 


Signature
Page of the Purchaser


 


IN
WITNESS WHEREOF, the Purchaser has caused this Agreement to be duly executed individually or by its authorized officer or member
as of the date first above written.


 


The
Purchaser: 


 


	By:	/s/ Qianyong Su	 
	Name:	Qianyong Su	 





 


Number
of Shares Purchased : 32,978 shares


Total
Purchase Price: ($1.84 x ) $ 60,679


 


Address
and Contacts of Purchaser : Pingyanghe Road, Songjiang District, Shanghai


 


Telephone:


 


Email:


 






    20


     


    

 





Signature
Page of the Purchaser


 


IN
WITNESS WHEREOF, the Purchaser has caused this Agreement to be duly executed individually or by its authorized officer or member
as of the date first above written.


 


The
Purchaser: 





 


	By:	/s/ Lanlan Guo	 
	Name:	Lanlan Guo	 





 


Number
of Shares Purchased : 24,733 shares


Total
Purchase Price: ($1.84 x ) $45,509


 


Address
and Contacts of Purchaser : Songlan Road, Baoshan District, Shanghai


 


Telephone:


 


Email:


 






    21


     


    




 


Signature
Page of the Purchaser


 


IN
WITNESS WHEREOF, the Purchaser has caused this Agreement to be duly executed individually or by its authorized officer or member
as of the date first above written.


 


The
Purchaser: 





 


	By:	/s/ Dewu Lin	 
	Name:	Dewu Lin	 



  


Number
of Shares Purchased : 20,611 shares


Total
Purchase Price: ($1.84 x ) $ 37,924


 


Address
and Contacts of Purchaser : Jingyu South Road, Shanghai.


 


Telephone:


 


Email:


 






    22


     


    




 


Signature
Page of the Purchaser


 


IN
WITNESS WHEREOF, the Purchaser has caused this Agreement to be duly executed individually or by its authorized officer or member
as of the date first above written.


 


The
Purchaser: 





 


	By:	/s/ Jianping Xu	 
	Name:	Jianping Xu	 











 


Number
of Shares Purchased : 16,489 shares


Total
Purchase Price: ($1.84 x ) $30,339


 


Address
and Contacts of Purchaser : Chongxian Street, Yuhang District, Hangzhou City, Zhejiang Province


 


Telephone:


 


Email:


 






    23


     


    




 


Signature
Page of the Purchaser


 


IN
WITNESS WHEREOF, the Purchaser has caused this Agreement to be duly executed individually or by its authorized officer or member
as of the date first above written.


 


The
Purchaser: 





 


	By:	/s/ Aiguo Zhuang	 
	Name:	Aiguo Zhuang	 








 


Number
of Shares Purchased : 20,611 shares


Total
Purchase Price: ($1.84 x ) $37,924


 


Address
and Contacts of Purchaser : Youyi Road, Baoshan District, Shanghai


 


Telephone:


 


Email:


 






    24


     


    




 


Signature
Page of the Purchaser


 


IN
WITNESS WHEREOF, the Purchaser has caused this Agreement to be duly executed individually or by its authorized officer or member
as of the date first above written.


 


The
Purchaser: 


 





	By:	/s/ Keqing Ji	 
	Name:	Keqing Ji	 





 


Number
of Shares Purchased : 82,444 shares


Total
Purchase Price: ($1.84 x ) $ 151,697


 


Address
and Contacts of Purchaser : Huqingping Road, Qingpu District, Shanghai


 


Telephone:


 


Email:


 






    25


     


    




 


Signature
Page of the Purchaser


 


IN
WITNESS WHEREOF, the Purchaser has caused this Agreement to be duly executed individually or by its authorized officer or member
as of the date first above written.


 


The
Purchaser: 


 





	By:	/s/
    Xingfu Zhang	 
	Name:	Xingfu Zhang	 





 


Number
of Shares Purchased : 41,222 shares


Total
Purchase Price: ($1.84 x ) $ 75,848


 


Address
and Contacts of Purchaser : Xinhe Town, Wenling City, Taizhou City, Zhejiang Province


 


Telephone:


 


Email:


 






    26


     


    




 


Signature
Page of the Purchaser


 


IN
WITNESS WHEREOF, the Purchaser has caused this Agreement to be duly executed individually or by its authorized officer or member
as of the date first above written.


 


The
Purchaser: 





 


	By:	/s/ Lide Jiang	 
	Name:	Lide Jiang	 











 


Number
of Shares Purchased : 41,222 shares


Total
Purchase Price: ($1.84 x ) $ 75,848


 


Address
and Contacts of Purchaser : Ruoheng Town, Wenling City, Zhejiang Province


 


Telephone:


 


Email:


 






    27


     


    

 





Signature
Page of the Purchaser


 


IN
WITNESS WHEREOF, the Purchaser has caused this Agreement to be duly executed individually or by its authorized officer or member
as of the date first above written.


 


The
Purchaser: 


  


	By:	/s/ Rong Yuan	 
	Name:	Rong Yuan	 











 


Number
of Shares Purchased : 16,489 shares


Total
Purchase Price: ($1.84 x ) $ 30,339


 


Address
and Contacts of Purchaser : Vanke Fifth Park, Bantian Yayuan Road, Longgang District, Shenzhen.


 


Telephone:


 


Email:





 



    28


     


    

 


Signature
Page of the Purchaser


 


IN
WITNESS WHEREOF, the Purchaser has caused this Agreement to be duly executed individually or by its authorized officer or member
as of the date first above written.


 


The
Purchaser: 


 





	By:	/s/ Shuai Xun	 
	Name:	Shuai Xun	 








 


Number
of Shares Purchased : 8,244 shares


Total
Purchase Price: ($1.84 x ) $ 15,170


 


Address
and Contacts of Purchaser : Laicheng District, Jinan City, Shandong Province


 


Telephone:


 


Email:


 






    29


     


    

 





Signature
Page of the Purchaser


 


IN
WITNESS WHEREOF, the Purchaser has caused this Agreement to be duly executed individually or by its authorized officer or member
as of the date first above written.


 


The
Purchaser: 





 


	By:	/s/ Wei Chen	 
	Name:	Wei Chen	 





  


Number
of Shares Purchased : 24,733 shares


Total
Purchase Price: ($1.84 x ) $ 45,509


 


Address
and Contacts of Purchaser:Wanhangdu Road, Changning District, Shanghai


 


Telephone:


 


Email:


 






    30


     


    




 


Signature
Page of the Purchaser


 


IN
WITNESS WHEREOF, the Purchaser has caused this Agreement to be duly executed individually or by its authorized officer or member
as of the date first above written.


 


The
Purchaser: 





 


	By:	/s/ Yan Xu	 
	Name:	Yan Xu	 








 


Number
of Shares Purchased : 20,611 shares


Total
Purchase Price: ($1.84 x ) $37,924


 


Address
and Contacts of Purchaser : Xizang North Road, Jing'an District, Shanghai


 


Telephone:


 


Email:


 






    31


     


    

 


Signature
Page of the Purchaser


 


IN
WITNESS WHEREOF, the Purchaser has caused this Agreement to be duly executed individually or by its authorized officer or member
as of the date first above written.


 


The
Purchaser: 


 





	By:	/s/ Shaoheng Wei	 
	Name:	Shaoheng Wei	 





 


Number
of Shares Purchased : 41,222 shares


Total
Purchase Price: ($1.84 x ) $75,848


 


Address
and Contacts of Purchaser : Huachen Jiayuan, Xiangcheng District, Suzhou City, Jiangsu Province


 


Telephone:


 


Email:


 






    32


     


    




 


Signature
Page of the Purchaser


 


IN
WITNESS WHEREOF, the Purchaser has caused this Agreement to be duly executed individually or by its authorized officer or member
as of the date first above written.


 


The
Purchaser: 


 





	By:	/s/ Huifang Wei	 
	Name:	Huifang Wei	 


  


Number
of Shares Purchased : 41,222 shares


Total
Purchase Price: ($1.84 x ) $75,848


 


Address
and Contacts of Purchaser: Taoyuan Road, Gucheng Street, Linhai City, Zhejiang Province


 


Telephone:


 


Email:


 






    33


     


    




 


EXHIBIT
A TO


THE
SECURITIES PURCHASE AGREEMENT





 





 






 


NON
U.S. PERSON REPRESENTATIONS


 


The
Purchaser indicating that it is not a U.S. person, severally and not jointly, further represents and warrants to the Company as
follows:


 


		1.	At
                                         the time of (a) the offer by the Company and (b) the acceptance of the offer by the Purchase,
                                         of the Shares, such Purchaser was outside the United States.



 


		2.	The
                                         Purchaser is acquiring the Shares for such Purchaser r’s own account, for investment
                                         and not for distribution or resale to others and is not purchasing the Shares for the
                                         account or benefit of any U.S. person, or with a view towards distribution to any U.S.
                                         person, in violation of the registration requirements of the Securities Act.



 


		3.	The
                                         Purchaser will make all subsequent offers and sales of the Shares either (x) outside
                                         of the United States in compliance with Regulation S; (y) pursuant to a registration
                                         under the Securities Act; or (z) pursuant to an available exemption from registration
                                         under the Securities Act. Specifically, the Purchaser will not resell the Shares to any
                                         U.S. person or within the United States prior to the expiration of a period commencing
                                         on the Closing Date and ending on the date that is one year thereafter (the “Distribution
                                         Compliance Period”), except pursuant to registration under the Securities Act
                                         or an exemption from registration under the Securities Act.



 


		4.	The
                                         Purchaser has no present plan or intention to sell the Shares in the United States or
                                         to a U.S. person at any predetermined time, has made no predetermined arrangements to
                                         sell the Shares and is not acting as a Distributor of such securities.



 


		5.	Neither
                                         the Purchaser, its Affiliates nor any Person acting on behalf of the Purchaser, has entered
                                         into, has the intention of entering into, or will enter into any put option, short position
                                         or other similar instrument or position in the U.S. with respect to the Shares at any
                                         time after the Closing Date through the Distribution Compliance Period except in compliance
                                         with the Securities Act.



 


		6.	The
                                         Purchaser consents to the placement of a legend on any certificate or other document
                                         evidencing the Shares substantially in the form set forth in Section 5.1.



 


		7.	The
                                         Purchaser is not acquiring the Shares in a transaction (or an element of a series of
                                         transactions) that is part of any plan or scheme to evade the registration provisions
                                         of the Securities Act.



 


		8.	The
                                         Purchaser has sufficient knowledge and experience in finance, securities, investments
                                         and other business matters to be able to protect such person’s or entity’s
                                         interests in connection with the transactions contemplated by this Agreement.



 






    34


     


    




 


		9.	The
                                         Purchaser has consulted, to the extent that it has deemed necessary, with its tax, legal,
                                         accounting and financial advisors concerning its investment in the Shares.



 


		10.	The
                                         Purchaser understands the various risks of an investment in the Shares and can afford
                                         to bear such risks for an indefinite period of time, including, without limitation, the
                                         risk of losing its entire investment in the Shares.



 


		11.	The
                                         Purchaser has had access to the Company’s publicly filed reports with the SEC and
                                         has been furnished during the course of the transactions contemplated by this Agreement
                                         with all other public information regarding the Company that The Purchaser has requested
                                         and all such public information is sufficient for such person or entity to evaluate the
                                         risks of investing in the Shares.



 


		12.	The
                                         Purchaser has been afforded the opportunity to ask questions of and receive answers concerning
                                         the Company and the terms and conditions of the issuance of the Shares.



 


		13.	The
                                         Purchaser is not relying on any representations and warranties concerning the Company
                                         made by the Company or any officer, employee or agent of the Company, other than those
                                         contained in this Agreement.



 


		14.	The
                                         Purchaser will not sell or otherwise transfer the Shares unless either (A) the transfer
                                         of such securities is registered under the Securities Act or (B) an exemption from registration
                                         of such securities is available.



 


		15.	The
                                         Purchaser represents that the address furnished on its signature page to this Agreement
                                         is the principal residence if he/she is an individual or its principal business address
                                         if it is a corporation or other entity.



 


		16.	The
                                         Purchaser understands and acknowledges that the Shares have not been recommended by any
                                         federal or state securities commission or regulatory authority, that the foregoing authorities
                                         have not confirmed the accuracy or determined the adequacy of any information concerning
                                         the Company that has been supplied to the Purchaser and that any representation to the
                                         contrary is a criminal offense.



 




    35


     


    

 


Exhibit
B


 


List
of Purchasers


 


	 No.

        
	 	

        Shares

        
	 	Name

        
	 	

        Address
        

        

	1	 	24,733
    	 	Yanlong
    Huang	 	Tonglu
                                         County, Hangzhou

        

	2	 	16,489
	 	Xiuying
    Guan	 	Changshou
    Road, Jing'an District, Shanghai
	3	 	82,444	 	Yunying
    Yuan	 	Hunan
    Road, Pudong New Area, Shanghai
	4	 	32,978	 	Qianyong
Su	 	Pingyanghe
                                         Road, Songjiang District, Shanghai

        

	5	 	24,733	 	Lanlan
    Guo	 	 Songlan
    Road, Baoshan District, Shanghai
	6	 	20,611	 	Dewu
    Lin	 	Jingyu
    South Road, Shanghai
	7	 	16,489	 	Jianping
    Xu	 	Chongxian
                                         Street, Yuhang District, Hangzhou City, Zhejiang Province

        

	8	 	20,611	 	Aiguo
    Zhuang	 	Youyi
                                         Road, Baoshan District, Shanghai

        

	9	 	82,444
    	 	Keqing
    Ji	 	Huqingping
                                         Road, Qingpu District, Shanghai

        

	10	 	41,222	 	Xingfu
    Zhang	 	Xinhe
                                         Town, Wenling City, Taizhou City, Zhejiang Province

        

	11	 	41,222	 	Lide
    Jiang	 	Ruoheng
                                         Town, Wenling City, Zhejiang Province

        

	12	 	16,489	 	Rong
    Yuan	 	Vanke
                                         Fifth Park, Bantian Yayuan Road, Longgang District, Shenzhen.

        

	13	 	8,244	 	Shuai
    Xun	 	Laicheng
    District, Jinan City, Shandong Province
	14	 	24,733	 	Wei
    Chen	 	Wanhangdu
                                         Road, Changning District, Shanghai

        

	15	 	20,611	 	Yan
                                         Xu

        
	 	Xizang
                                         North Road, Jing'an District, Shanghai

        

	16	 	41,222	 	Shaoheng
    Wei	 	Huachen
    Jiayuan, Xiangcheng District, Suzhou City, Jiangsu Province
	17	 	41,222	 	Huifang
    Wei	 	Taoyuan
    Road, Gucheng Street, Linhai City, Zhejiang Province
	 	 	Total:
    556,497 shares	 	 


 


 


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