Exhibit 10.1


 


Share
Exchange and Acquisition Agreement with Western Xinjiang


 


Tiansheng
Agricultural Development Co., Ltd.


 


December 06, 2017, in Beijing


 




     


     


    

 


Party A: Xinjiang Shineco Taihe
Agriculture Technology Ltd. (“Party A”)


 


Effective controller: Zhang Yuying


 


	 	Address: 	Room 1606, Building B, Rencai Mansion, Korla Economic and Technological Development Zone, Bazhou, Xinjiang 


 


Party B: Chen Lei


 


ID Number:


 


	 	Address: 	Room 2201, Building B, Bazhou Mansion, Sayibage Road, Korla, Xinjiang


 


1. Xinjiang Shineco
Taihe Agriculture Technology Ltd. (“Xinjiang Taihe”) incorporated on September 30th, 2017, and the registered capital
is 10 million RMB. The scope of business is: agricultural scientific research and experiment; agricultural extension; primary processing
of agricultural products; production and sales of Apocynum and its products; Apocynum breeding, planting and purchasing; wholesale,
retail and maintenance of agricultural machinery; green management; import and export of general goods and technology. The joint
venture’s proportion is listed in the following table B.


 


Table B


 


	No.	 	Name of Shareholder	 	Registered Capital (RMB)	 	Proportion of Shares	 
	1	 	Beijing Tenetjove Technological Development Co., Ltd.	 	10 million	 	 	100	%
	Total	 	10 million	 	 	100	%



 


Zhang Yuying is the corporate
juridical person and the effective controller.


 


2. Western Xinjiang
Tiansheng Agricultural Development Co., Ltd. (“Xinjiang Tiansheng”) incorporated on March 25th, 2011, and
the registered capital is 20 million RMB. The scope of business is: agricultural technology development; agricultural planting;
wholesale and installation of drip irrigation equipment; construction of soil and water conservation project; construction of water
conservancy project; planting and wholesale of flowers, foods (white granulated sugar is excluded), fresh fruit; processing of
agricultural equipments. The joint venture’s proportion is listed in the following table A.


 




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Table A


 


	No.	 	Name of Shareholder	 	Registered Capital (RMB)	 	Proportion of Shares	 
	1	 	Chen Lei	 	20 million	 	 	100	%
	Total	 	20 million	 	 	100	%



 


Chen Lei is the corporate
juridical person and the effective controller.


 


3. Both Party A and
Party B agree to engage in share exchange and acquisition agreement. With Party A’s outstanding project related to Apocynum
and Party B’s expertise addressing very large business opportunities, both parties intend to promote the development of Xinjiang
Taihe, and spare no effort to make it a public company in the future.


 


Pursuant to these,
based on the principle of equality and mutual benefit, both parties have reached into the agreement with specific terms listed
as follows.


 


First Part Preconditions for the Cooperation


 


1. About
the debt: both parties should clear up the debts (including but not limited to external share mortgage, property mortgage,
commercial guarantee, etc.), and make sure that any potential debt dispute has been eliminated.


 


2. Acquisitions
consideration:


 


(1) After
the completion of the matters listed in terms 1(1) and 1(2) herein, both parties agree that Party A will receive equity
ownership in Xinjiang Tiansheng in exchange for a combination of equity ownership in Xinjiang Taihe and cash payments


 


(2) Asset
evaluation of Xinjiang Tiansheng


 


j
Nursery greenhouses (200 mu): amount of capital invested: 5,970,000 RMB


 


k
Cultivating seedling base (15000 mu): amount of capital invested: 27,670,000 RMB


 


Land with right to use
(2611 mu): 13055000 RMB


 


Total: 46695000 RMB. (All the assets mentioned above should be attached with original certificate, with
which audit can be conducted.)


 


(3) Party
A agrees to pay a total of 23814450 RMB (46695000 RMB*51%=23814450 RMB) to Party B, and to receive 51% equity ownership in Xinjiang
Tiansheng conditionally. The method and amount of payment are listed as follows:


 




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The first installment:
Within 20 business days after the signing of this agreement, Party A shall pay 10814450 RMB to Party B after its Financial Due
Diligence Investigation. Party A shall transfer 14% equity ownership in Xinjiang Taihe (the actual investment in Xinjiang Taihe
is 50 million RMB, and 50 million RMB*14%=7 million RMB) and 3814450 RMB to Party B, and the total amount will be 10814450 RMB.
After the first-time transaction, Xinjiang Taihe and Xinjiang Tiansheng shall sign an agreement on nursing and cultivating seedling;
Xinjiang Tiansheng shall commence nursing and cultivating seedling as well as refinancing. Registration changing in administrative
department shall be conducted by all of the related parties.


 


The second installment:
Party A shall pay 3 million RMB to Party B within 50 business days after the completion of registration changing procedures.


 


The third installment:
Pursuant to the agreement, Party A shall pay the rest amount to Party B. (After the Financial Due Diligence Investigation, the
exact amount shall be confirmed by both parties.) When the financing capital invested by Xinjiang Tiansheng through loans or other
methods is more than 10 million RMB, Party A shall pay the rest amount to Party B in cash. The time for payment is not included
in the extension period of the agreement.


 


(4) The
tax on equity trading shall be paid by each party respectively.


 


(5) After
the share exchange, related details are listed as follows in Table C and D.


 


Table D


 


	No.	 	Name of Shareholder	 	Proportion of Shares	 
	1	 	Beijing Tenetjove Technological Development Co., Ltd.	 	 	86	%
	2	 	Chen Lei	 	 	14	%
	Total	 	 	100	%



 


Zhang Yuying is the
effective controller.


 




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Table C


 


	No.	 	Name of Shareholder	 	Proportion of Shares	 
	1	 	Xinjiang Shineco Taihe Agriculture Technology Ltd.	 	 	51	%
	2	 	Chen Lei	 	 	49	%
	Total	 	 	100	%



 


Zhang Yuying is the effective controller.


 


Second Part Obligations


 


1. After
the joint venture, Xinjiang Tiansheng is mainly responsible for nursing, cultivating seedling, upgrading nursery greenhouse and
land, by which seedling resources for Xinjiang Taihe will be adequate.


 


2. After
the joint venture, Xinjiang Tiansheng shall be responsible for financing through its own channels. All the financing capital should
be invested to this project of the company, with which company’s cultivating seedling ability can be improved and the scale
of assets can be enlarged.


 


3. After
the joint venture, Xinjiang Tiansheng shall take advantage of its geographical conditions to develop a distinctive town with
Apocynum industry as its core industry. And Xinjiang Tiansheng shall be responsible for construction and operation of the
town.


 


Third Part Special Clauses


 


1. The
shares and cash (including 14% equity ownership in Xinjiang Taihe and 16814450 RMB) paid by Party A will be owned by Chen Lei personally.
After the joint venture, Xinjiang Tiansheng will operate independently with a separate financial accounting system.


 


2. During
the transaction, both parties shall be cooperative in registration changing procedures.


 


3. Due
to the development consideration, when it is necessary for Xinjiang Taihe to adjust the shares’ allotment to get prepared
for IPO, Party B shall fully support Party A to make the adjustment.


 


Fourth Part Statement, Commitment and
Guarantee


 


Both parties shall
make the commitment that they are with complete civil capacity and have the right to sign this Agreement. Both parties shall guarantee
the authenticity and integrity of the materials or documents submitted hereto.


 




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Fifth Part Term of Agreement


 


This Agreement shall
come into force upon the signing and seal of both parties. Term of validity is five years. There will be 1-year automatic extensions
for each-time expiration. Any termination shall be the result of negotiations between the two parties, and a non-extension agreement
shall be signed to terminate this agreement.


 


Sixth Part Confidentiality


 


The information and
documents provided by both parties, and the information contained in this agreement may be confidential or privileged. Both parties
shall be responsible for the confidentiality. Without the permission from the relevant parties, no information shall be disclosed
to the third party. No terms herein will be applicable to other fields.


 


Seventh Part Dispute Resolution


 


All disputes arising
within this Agreement shall be settled amicably through negotiation. If any negotiation fails, either party has the right to litigate
the case in the Court. Except for issues related to the dispute in litigation, all parties shall carry out other obligations listed
in this agreement continually, and enjoy the right under this agreement.


 


Eighth Part Others


 


There are three copies
for this agreement. Party A, Party B and Xinjiang Tiansheng, each holds one copy respectively. Unsettled issues can be added to
this agreement, and amendments in written form are allowed. From the date of the signing of this agreement, both parties shall
promote the project actively and effectively in the spirit of pragmatism and principle of honest.


 




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SIGNATURE PAGE


 


	Party A (Seal): Xinjiang Shineco Taihe Agriculture Technology Ltd.
	 
	Legal Representative (Signature): 	 
	 	 
	Date: 2017.12.6


 


	Party B (Signature): 	 
	 	 
	Date: 2017.12.6


 




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