Exhibit 10.1


 


Cooperation
Framework Agreement of

the Spot Trading Company


 


Party
A: Hedetang Foods (China) Co., Ltd.


Legal
Representative: Zhu Fei


Add.:
No. 108 of Room 12101, Unit 1, Building 1, No. 2, 1st Gaoxin Rd., High-tech Zone, Xi’an, Shaanxi Province


Tel.:


 


Party
B: Hedetang Farm Products Trading Market (Mei County) Co., Ltd.


Legal
Representative: Gao Yong


Add.:
Changxing Town, Mei County, Baoji, Shaanxi Province (National Level (Mei County) Kiwi Industrial Park)


Tel.:


 


Party
C: Xi’an Taizhan Financial Management Co., Ltd.


Legal
Representative: Jing Haikuo


Add.:
B3-2601, Jinye Time, Jinye Rd., High-tech Zone, Xi’an, Shaanxi Province


Tel.:


 


Joint
Contributors, Party A, Party B and Party C (hereinafter referred to as the Joint Contributors) have friendly negotiated affairs
concerning the cooperation and contribution of establishing China Agricultural Commodity Trading Market Co., Ltd. and in accordance
with stipulations of laws and regulations of People’s Republic of China, an agreement as follows has been reached on the
principle of mutual benefit.


 






    	 		 



     


    

 


Article
I. General Situation of Cooperation


 


Party
A, Party B and Party C agree to register and establish: China Agricultural Commodity Trading Market Co., Ltd. (the “Company”)


 


Operation
site: International Kiwi Industry Development Zone (Mei County, China)


 


Business
scope: market management of pan-resource commodity contract transaction and transaction capital settlement; commodity transaction
market management service; relevant consultation service of the above-mentioned businesses; RMB settlement service for commodity
cross-border transactions; supervision service for logistics storage.


 


Article
II. Contribution Amount and Methods of the Joint Contributor


 


Party
A: Subscribed capital contribution is RMB 17.5 million Yuan (SAY SEVENTEEN MILLION AND FIVE HUNDRED THOUSAND YUAN ONLY). Contribution
method is currency, taking 35% of the registered capital. Contribution time is before March 20, 2037.


 


Party
B: Subscribed capital contribution is RMB 15 million Yuan (SAY FIFTEEN MILLION YUAN ONLY). Contribution method is currency, taking
30% of the registered capital. Contribution time is before March 20, 2037.


 


Party
C: Subscribed capital contribution is RMB 17.5 million Yuan (SAY SEVENTEEN MILLION AND FIVE HUNDRED THOUSAND YUAN ONLY). Contribution
method is currency, taking 35% of the registered capital. Contribution time is before March 20, 2037.


 


The
total contribution is RMB 50 million Yuan (SAY FIFTY MILLION YUAN ONLY).


 


Article
III.Profit and Loss Sharing


 


The
Joint Contributors shall share both the profit and loss of the Company as per the proportion of their contribution in the total
amount.


 


Stock
equity formed from the contribution of the Joint Contributors and its derivatives shall be the joint property of the Joint Contributors,
and shall be shared according to the percentage of contribution by each party.


 






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After
the stock equity transfer of the Company, each joint contributor has the right to the property according to its contribution percentage.


 


Article
IV.Execution


 


1.
The Joint Contributors, namely, Party A, Party B and Party C shall jointly execute daily management of the Company, including
but not limited to:


 


(1)
Executing and performing the rights and obligations of the Company as the Company’s promoter at the establishment stage
of the Company;


 


(2)
Executing the rights as Company’s shareholders and enjoy corresponding rights and assume corresponding obligations after
the establishment of the Company;


 


(3)
Collecting fructus generated from the joint contributions, and deal with them in accordance with relevant provisions in this agreement.


 


2.共同出资的下列事务必须经全体共同出资人同意:


 


2.
Following items of the Company shall be agreed by all the Joint Contributors:


 


(1)
Transfer of stock equity of the Company;


(2)
Pledge of above-mentioned stock equity to outsiders;


(3)
Change of executor of the Company.


 


Article
V.Transfer of Contributions


 


1.
If one joint contributor wants to transfer its entire or partial amount of its contribution in the Company to any non-joint contributor,
it shall be agreed by all the Joint Contributors;


 


2.共同出资人之间转让在共同出资中的全部或部分出资额时,应当通知其他共同出资人;


 


2.
As for transfers of the entire or partial amount of contribution among the Joint Contributors, other Joint Contributors shall
be informed;


 






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3.
If a joint contributor transfers its contribution amount according to law, other Joint Contributors, under the same condition,
enjoy the first refusal rights to acquire the transfer.


 


Article
VI.Other Rights and Obligations 


 


In
the case of failure to establish the Company, expenses incurred for the establishment of the Company shall be borne by each joint
contributor based on their proportion of contribution.


 


Article
VII. Others


 


1.
Unsettled matters in this agreement shall be covered in supplemental agreement after Joint Contributors reach consensus.


 


2.This
agreement is signed in Xi’an High-tech Zone on March 20, 2017.


 


3.
This agreement shall take effect upon signature and sealing by all the Joint Contributors. This agreement shall be provided in
sextuplicate, with each joint contributor holding two copies.


  





Party A (Seal):


 


Legal Representative (Signature and seal):


 


/s/ Zhu Fei


  


Party B (Seal):  


  


Legal Representative (Signature and seal):


 


/s/ Gao Yong


  


Party C (Seal):  


 


Legal Representative (Signature and seal):


 


/s/ Jing Haikuo









 


 


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