Exhibit
10.1


 


Contract
number: RZ20171218-1


  


 


 


 


 


Technology
Development Service Contract


  


 


 


 


 


 


Project
Name: Globally Shared Shopping Mall System


 


Development
Implement Project Based on Block-chain


 


Party
A: GlobalKey Supply Chain Limited


 


Party
B: Reits (Beijing) Technology Co. Ltd


 


Signing
date: December 18, 2017


   



     


     


    

 


GlobalKey
Supply Chain Limited


Business
address: Room B3-2601-1 Jinye Times NO.32 Jinye

 Road Gaoxin District, Xi’an Shaanxi


Legal
representative: Zhou Xiaolan


Project
contact: Li Ying


Phone:


Email
address:


 


Party
B: Reits (Beijing) Technology Co. Ltd


Business
address: NO. 21 Building 6, North Fourth Ring East Road

 Beiyuan East Road, Chaoyang District, Beijing, NO. 0535 Sun Palace

 Incubator


Legal
representative: Yan Zhi


Project
contact: Zhang Wanshang


Phone:


Email
address:


 


Party
A and Party B shall sign this agreement based on the principles of voluntariness, equality, justice, integrity and good faith
and in accordance with “Contract Law of the People’s Republic of China” and “Copyright Law of the People’s Republic
of China” and other relevant laws and regulations. Both parties have fully negotiated with each other and reached this agreement
that Party B provides system design, development, testing, deployment, maintenance and other services of Globally Shared Shopping
Mall System Based on Block-chain (hereinafter referred to as “System”) to Party A as follows:


 


		1.	Scope
and goal:


 


The
implementation and delivery of this system is based on the Party B’s existing standard software products Globally Shared
Shopping Mall System Based on Block-chain. The scope of implementation is the contents of “Technology Service Contract Quotation”
(hereinafter referred to as “Quotation Sheet”) in Annex 1 of this contract. The development goal is the “Project
Requirement Design Scheme” (hereinafter referred to as “Design Scheme”) confirmed by email during the stage of
research of the demands.


 


		2.	Scheme
Design


 


After
the contract is signed and Party B receives the first payment, Party B shall assigns product research staffs to carry out the
remote research and analysis on the system requirements of Party A within the scope agreed in the “Quotation Sheet”.
Party B product designers shall write “Design Scheme” based on research and analysis results, and submit to Party A
for confirmation.


 


Party
A can propose amendments to the contents of “Design Scheme”. Party B shall analysis the feasibility of the opinions,
further communicate with Party A and implement the changes.


 


		3.	Schedule


 


Party
B’s project manager shall provide Party A with schedule for system development, testing, deployment and delivery according
to the “Design Scheme” and write the “Project Implementation Schedule” (hereinafter referred to as “Schedule”).
Parties may negotiate and adjust the “Schedule” accordingly. Finally, Party A shall formally confirm the “Design
Scheme” and “Schedule” with Party B by email.


 


During
the process of implementation, if Party A needs to make changes to the confirmed “Design Scheme”; a third-party company
or a third-party organization (including but not limited to the payment company, all kinds of data and technical interface companies,
application software markets, APP Store verification institutions, WeChat company, Alipay company, government and approval agencies,
various certification bodies required for operation) causes the changes to the “Schedule”; or Party A cannot provide
server hardware, software, domain or network environment as planned and causes the changes of the “Scheme”; or other
non-Party B reasons cause the changes, both parties can negotiate and make changes and adjustments to the formerly confirmed “Schedule”
by email. No supplementary agreement or contract is needed.


 



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	 	4.	System
    Development


 


After
Party A formally confirms the “Design Scheme” and “Schedule”, Party B shall arrange technicians to reform
and develop the system in accordance with the “Design Scheme” and Party B shall complete the development within the
planned completion date of “Schedule”. During the development, if the development progress needs to be postponed due
to Party A, Party B shall not assume the responsibility of delay. Both party shall discuss the extension and adjust the schedule
by mutual agreement. The development should be completed in strict accordance with the latest schedule.


 


	 	5.	Deployment
    and Delivery 


 


After
the system is developed, Party A shall provide server hardware and network conditions for system trial deployment. Party B’s delivery
method shall be “remote installation and deployment”, and Party B shall deploy the developed system to the server provided
by Party A for use. Party A shall check and confirm the system functions one by one in accordance with “Design Scheme.”
Party B shall cooperate with Party A to make adjustments to those parts that fail to meet the “Design Scheme”. Party
B has the right not to deal with Party A’s functional requirements that are not included in “Design Scheme”. The completion
of the adjustment work for the consistency between system functions and “Design Scheme” and the system meeting all the
design requirements for operation are deemed as the completion of the delivery. Party B shall send “System Delivery Confirmation”
to Party A through email, and the system will enter into free maintenance period.


 


	 	6.	System
    training


 


After
the delivery of the system, Party B shall arrange professional project managers to conduct training of system use and operation
guidance for Party A’s designated personnel.


 


Training
Contents: system basic knowledge training for all Party A staffs, business operation training for Party A’s designated positions,
management and maintenance training of system backstage for Party A’s designated system administrators.


 


Training
method: one time on-site training at client’s company.


 


Training
Time: Within two weeks after delivery of the system. Party A shall confirm with Party B in advance if Party A needs to postpone
the training. Otherwise it will be deemed that Party A waives the training.


 


	 	7.	Operation
    guide


 


During
the free maintenance period, Party B shall provide unlimited remote assistance for system operation instructions phone, email,
instant messenger.


  



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	 	8.	System
    Free Maintenance


 


Within
one year from the delivery date, Party B shall provide free remote maintenance and technical support services for the system covered
in this contract. The contents include system operation and maintenance, system troubleshooting, data backup and recovery. The
service method is as follows:


  


	Service
    Method	Instruction	Response
    time and expense
	Remote
    service	Through
    phone, email, remote assistance, instant messenger etc.	Consulting
    on national statutory working days will get immediate response and free service.
	On-site
    service	In
    case of problems that cannot be solved through remote service, both party may negotiate to arrange the Party B’s technical
    personnel to carry out on-site service.	Both
        party shall negotiate and determine the specific time of on-site service.

         

        The
        service time for customers in Beijing is withinin2-4 hours. For customers in other provinces and cities, service time
        depends on the railway commuting time.

         

        The
        on-site service in Beijing is free. Travel expenses, accommodation and travel subsidies generated by on-site service for
        other provinces and cities shall be paid by Party A. Travel and accommodation fees shall be reimbursed in accordance with
        the invoice provided by Party B. Travel subsidy standard is 200 yuan per person per day.



 


	 	9.	Maintenance
    and contract renewal 


 


The
free maintenance service expires after one year of system delivery, and Party B will no longer provide system maintenance service.
Party A can decide whether to continue Party B’s system maintenance service. If Party A decides to continue Party B’s
maintenance service, Party A shall sign “System Maintenance Service Contract” with Party B before the expiration date
and pay relevant fees. Party B has the obligation to notify Party A one month before the expiration date and confirm whether Party
A will purchase subsequent maintenance service. Party B shall have the right to terminate the service if Party A fails to sign
the above contract or pay the related fees.


 


The
charged maintenance services include: system Bug modification, system troubleshooting, data backup and recovery, system routine
monitoring, server routine maintenance, system question answering, system operation guidance, remote training for system use.
The maintenance expenses generally shall not exceed 15% of the total amount of this Contract. If the service required by Party
A exceeds the above range, both parties shall negotiate according to the actual situation and sign the contract according to the
maintenance expenses mutually agreed upon.


 


	 	10.	New
    Items Development


 


After
the system is delivered, if Party A needs to change or add functions to the system, it needs to sign a “Customized Development
Contract” with Party B. The customized development fee is calculated according to the manpower cost needed to invest by Party
B. Party B’s “standard unit quota” for manpower costs is: on the statutory working days, RMB 20,000 yuan per person
per month for 8-hour working hours, or RMB 1,000 yuan per person per day.


 


If
Party B is required to devote manpower for customized development beyond the 8 working hours on non-statutory working days, according
to the national law, the labor cost will be doubled according to the “standard unit quota”.


 


	 	11.	Contract
    Payment 


 


11.1.
The total contract price is RMB: thirteen million yuan (¥ 13,000,000 yuan). Both parties agree on the following: (1) 70%
($ 9,100,000) of the total contract payment can be paid in the shares of common stock of Future FinTech Group Inc. (Nasdaq: FTFT),
the parent company listed on NASDAQ of Party A. The per share price should be the average of the closing prices of 5 trading days
prior to the signing date of the Contract. The exchange rate of the US dollar against the RMB involving the shares is 1:6.65.
Both parties shall be clear that the shares are not registered by the SEC and are issued under an exemption from the securities
laws of the United States. Party B may sell and transfer the shares under the exemptions of the Rule 144. (2) 30%
of the contract sum, which is RMB3.9 million yuan shall be paid in cash and the details are listed in the payment method.


 


11.2.
Payment method


 


(1)
Within 15 business days after the Contract is signed, Party A shall pay Party B 70% of the total contract price in accordance
with the provisions of 11.1: issue the common shares of FTFT equivalent to RMB ¥ 9,100,000 to Party B or Party B’s designated
party.


 


(2)
Within 30 days after the Contract is signed, Party A shall pay another 10% of the contract price (RMB1.3 million yuan) to Party
B.


 


(3)
Within 10 business days after the system is delivered, Party A shall pay another 10% of the contract price (RMB1.3 million yuan)
to Party B.


 


(4)
Within 10 business days after 90 days of the system delivery, Party A shall pay the remaining 10% of the contract price (RMB1.3
million yuan) to Party B.


 



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11.3.
Account information of Party B


 


Company
name: Reits (Beijing) Technology Co. Ltd


 


Bank
name: China Merchants Bank Co., Ltd. Beijing East Third Ring Branch


 


Account
number:


 


11.4.
Party A ’s invoice information


 


Invoice
title (Company name): GlobalKey Supply Chain Limited


 


Taxpayer’s
registration number:


 


If
Party A need value-added tax invoices, the following information are needed:


 


Registered
address:


 


Phone
Number:


 


Bank
Name: China Construction Bank Corporation Xi’an High-tech Industrial Development Zone branch


 


Account
number:


 


		12.	Intellectual
property


 


During
the project development and implementation, Party A has the right to use the entire software system set up by the project, and
owns the intellectual property right (including but not limited to the software copyright) of the customized development part.
Party B owns the intellectual property right of the standard system part.


 


After
the completion of the project and Party A pays the fees, Party B shall provide Party A with the complete source code set for this
project for free and transfer the intellectual property rights of the standard system part set up by the project to Party A for
free.


 


After
the transfer of the source code and the transfer of intellectual property right, Party A owns all the intellectual property rights
of the software system set up by this project.


 


		13.	Confidentiality


 


13.1.
Both parties have the obligation to jointly protect the commercial and technical confidential information of both parties. Neither
party can leak any commercial or technical confidential information of the other party to a third party without the written consent
of the other party.


 


13.1.
Party B and its staffs shall assume the duty of confidentiality regarding Party A’s confidential information during the
performance of this Contract. Party A’s confidential information refers to: commercial, financial, technical or other
information owned by Party A and Party A’s customers, no matter in what form, (including but not limited to data, graphics,
films, documents and computer media ), and no matter in what form the above information is provided such as orally, through
documentation, presentation or other forms.


 


13.2.
As for the confidential information obtained, Party B shall make the following commitments:


 


(1)
 Treat the confidential information provided by Party A as confidential information;

 


(2)
Except for the situations below, no part of the confidential information shall be disclosed in any form to any person without
the prior written consent of Party A: (i) provide confidential information only to those employees of Party B who need the
confidential information, who are responsible for the confidentiality of information and who are relevant to the fulfillment
of the purposes of this Contract. (ii) make disclosures to Party B’s auditors, professional advisers and any other person or
entity that has legal rights or duties to acquire or know confidential information related to Party B’s business; (iii) when
a court, arbitration agency with jurisdiction has issued a judgment, ruling or ordered that Party B make a disclosure or
Party B has a legal obligation to make a disclosure. However, Party B shall make all reasonable efforts to notify Party A
prior to the disclosure pursuant to a court order or legal obligation


  



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(3)
Before disclosing confidential information, make sure that the persons or entities referred to in (2) (i) and (ii) above understand
the confidentiality of confidential information and understand that they have a duty of confidentiality to Party A. Party B shall
require them to sign a Confidentiality Commitment Letter. In the meantime, Party B shall make every reasonable effort to ensure
that such persons or entities comply with such obligations of confidentiality. If any person or entity mentioned in (2) (i), (ii)
above violates the Confidentiality Commitment Letter, Party A reserves the right to prosecute the damages and the corresponding
legal liabilities against Party B and the related parties according to the severity of the incident.


 


(4)
Party B promises to use the confidential information only for the purpose of this contract or other purposes authorized in
writing by Party A. Except that, Party B shall not use or transfer the confidential information within its institution. If
Party B or Party B’s staff violates above-mentioned obligations in management and work, Party A reserves the right to
prosecute Party B and the responsible party of Party B.


 


(5)
Party B shall make every reasonable effort to provide and maintain adequate security measures to protect confidential information
and prevent unauthorized access, use or misappropriation of confidential information.


  


		14.	Liability
for Breach


 


14.1.
After delivery of the system, Party A shall be entitled to request Party B to rectify the system if the function fails to meet
the requirements of “Design Scheme” confirmed by both parties during the research of the demand. If Party B fails to
complete the rectification or the rectification still cannot achieve the function described in “Design Scheme”, Party
A shall have the right to terminate the contract and Party B shall refund all the money that Party A has paid.


 


14.2.
If the development of the third-party interface involved in the “Quotation Sheet” can’t normally work due to Party
A or a third-party’s reason, Party B shall charge the normal price for this.


 


14.3.
Party B shall not be responsible for the delay of the “Schedule” caused by the failure of cooperation or conditions
of development between Party A and any third party.


 


14.4.
If Party A proposes to modify, change or add things to the “Design Scheme” that has been confirmed and entered into
the development period, Party B has the right to require Party A to add additional expenses and time in accordance with the development
workload. If Party A does not increase the costs and development time Party B has the right to refuse to make the changes.


 


14.5.
If Party A fails to pay the corresponding fee to Party B, or refuses to pay the corresponding fee or delays the payment of the
corresponding fee according to the time and amount as agreed in the Contract, it shall be regarded as Party A’s default and Party
B shall have the right to terminate the contract unilaterally. Party A shall continue to pay the relevant fees. Party B shall
restart the development or continue to provide the services after the payment of the fees. If the payment is delayed for more
than one month, Party B has the right not to restart the development and service.


 


14.6.
If either party requires the termination of the Contract without the other party’s breach of contract, it must obtain the written
consent of the other party. Without the consent of both parties, the unilateral termination of the contract shall be handled as
follows: (1) if Party A wants an unilateral termination, Party A shall pay Party B 20% of the contract price as the penalty and
the remaining part of the contract price and Party B shall not return any paid fees to Party A ; (Ii) if Party B wants an unilateral
termination, Party B shall refund all payments to Party A and pay Party A 20% of the contract price as the penalty.


 


		15.	Exceptions



 


Party
B shall not bear any responsibilities for the losses of Party A caused by the following cases: hardware failure of Party A’s
server, system loophole or bug of server operating system, server hardware damage or being stolen, network server failure due
to its environment, mistaken deletion or modification by Party A, third party software installed on the system server by Party
A without Party B’s approval, etc.


  



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		16.	Force
majeure



 


16.1.
During the term of this Contract, if any party fails to perform all or part of its obligations because of social turmoil,
earthquake, fire, flood, storm, explosion, war, mandatory government acts or other unforeseeable, unavoidable and
insurmountable factors, obligations of Party A and Party B shall be suspended, and both party shall make every effort to
avoid further losses.


 


16.2.
The party affected by the force majeure shall acquire documentary evidence (such as copies of government notice) within 15
days of the force majeure and provide with another party for confirmation. Both parties agree that the entire or part
obligations can be exempted based on the provided documentary evidence.


 


16.3.
If one party delays performance, then the contract cannot be fulfilled in whole or in part due to force majeure, the party who
delays the performance cannot be exempt from all or part of the related liabilities.


 


		17.	Dispute
resolution



 


All
the disputes related to the implementation of the Contract shall be resolved through friendly negotiation. If disputes cannot
be settled through negotiation, either Party can initiate legal proceedings with the Local People’s Court at the place where
Party B is located. During the legal proceedings, except for the disputed part of the litigation, the rest parts of the Contract
shall continue to be performed.


 


		18.	Effectiveness



 


18.1.
This Contract shall be signed and sealed by legal representatives or authorized signatories of both parties, and shall come into
force upon the signature of both parties


 


18.2.
The contract is made in quadruplicate and both parties hold two copies each with the same legal effect.


 


18.3.
The appendix to this contract is an integral part of the contract and has the same legal effect as the main body of the Contract.


 


18.4.
After the signing of the Contract, if there is any outstanding issues, parties can consult and sign supplemental agreement of
the contract. The supplemental agreement and the contract shall have the same legal effect.


 


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remainder of this page intentionally left blank)


 



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	Party
    A (Seal):	Party
    B (Seal):
	 	 
	 	 
	 	 
	Representative:	Representative:
	 	 
	Date:	Date:
	 	 
	Signing
    date: December 18, 2017	 




 


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