Exhibit 10.1


 





AMENDMENT TO


SHARE EXCHANGE AGREEMENT


 


BY AND AMONG


 


American
Education Center Inc.


 


AEC
Southern Management Co., LTD


 


AND


 


Persons
listed in Exhibit A hereof


 


DATE:
March 27, 2017


 


RECITALS


 


WHEREAS, This Share
Exchange Agreement, dated as of November 8, 2016 (the “Exchange Agreement”), was made by and among American
Education Center Inc., a Nevada corporation (the “Acquiror Company” or “AEC Nevada”), AEC Southern
Management Co., LTD, a company formed pursuant to the laws of England and Wales (the “Acquiree Company” or “AEC
England and Wales”), and Persons listed in Exhibit A of the Exchange Agreement, which consist of all of the shareholders
of the Acquiree Company at the date of the Exchange Agreement and certain Person receiving Service Shares (as defined in the Exchange
Agreement) (each an “Original Party” and together, “Original Parties”).


 


WHEREAS, the Acquiror
Company, the Acquiree Company, and each of the Original Parties desire to amend the Exchange Agreement as follows.


  


NOW THEREFORE, in consideration
of the premises and the mutual covenants, agreements, representations and warranties contained herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:


 


AMENDMENTS


 


1. Definitions. Capitalized terms used herein and not
otherwise defined herein shall have the respective meanings ascribed thereto in the Exchange Agreement.


 


2. Effective Date and Amendments. The parties hereto
acknowledge, consent to, and agree to the following:


 


2.1 The Effective Date of the Exchange Agreement
shall be October 31, 2016.


 


2.2 Section 3.1 of the Exchange Agreement
is hereby replaced in its entirety as follows:


 


Closing Date. The closing of the
Share Exchange (the “Closing”) shall take place at 10:00 a.m. Eastern Time on October 31, 2016 (the “Closing
Date”), at the office of Acquiror Company, 2 Wall Street Fl. 8, New York, NY 10005.


 


2.3 The Exhibit A of the Exchange
Agreement shall be replaced in its entirety with the following:


 






     


     


    

 


Exhibit A


 


Shareholders
of Acquiree Company at the date of the Share Exchange


 


	No.	 	Name	 	Shares of

Acquiree

Company	 	 	No. of Acquiror Company Shares to

be received upon closing of the Share

Exchange	 
	1	 	Ye Tian	 	 	5,100	 	 	 	750,000	 
	2	 	Rongxia Wang	 	 	4,900	 	 	 	750,000	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	Total:	 	 	10,000	 	 	 	1,500,000	 


 





Person
to Receive Service Shares


 


	Name	 	No. of Acquiror Company Shares to

be received upon closing of the Share

Exchange	 
	Yangying Zou	 	 	1,500,000	 
	 	 	 	 	 


 





3.    Miscellaneous.
Except as modified and amended pursuant to this Amendment, the Exchange Agreement shall remain in full force and effect,
and each party hereto ratifies the Exchange Agreement as amended hereby.
This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together
shall constitute one and the same instrument. This Amendment will become binding when one or more counterparts hereof, individually
or taken together, will bear the signatures of all the parties reflected hereon as signatories.


 


[Intentionally
left blank below;


signature
pages to follow]


 




     


     


    

 


IN WITNESS WHEREOF, this Amendment to Share Exchange Agreement
has been duly executed as of the date first written above.


 





	Original Parties:	 
	 	 	 
	 	 	 
	/s/ Ye Tian	 
	Ye Tian	 
	 	 	 
	/s/ Rongxia Wang	 
	Rongxia Wang	 
	 	 	 
	/s/ Yangying Zou	 
	Yangying Zou	 



 


 


	Acquiror Company	 
	 	 	 
	 	 	 
	American Education Center Inc.	 
	 	 	 
	By:	/s/ Max P. Chen	 
	Name:  	Max P. Chen	 
	Title:	President	 
	 	 	 
	Acquiree Company	 
	 	 	 
	AEC Southern Management Co., LTD	 
	 	 	 
	By:	Qi Wu	 
	Name:	/s/ Qi Wu	 
	Title:	CEO