Exhibit 10.1


 


CHINA HGS REAL ESTATE INC.


 


INDEPENDENT DIRECTOR AGREEMENT


 


This DIRECTOR AGREEMENT (the
 “Agreement”) is made and entered into as of this February 23, 2022 (the “Effective Date”), by and between China
HGS Real Estate Inc., a Florida corporation whose shares are publicly traded (the “Company”), and Jian Zhang (the
 “Independent Director”).


 


WHEREAS, the Company desires
to engage the Independent Director, and the Independent Director desires to serve, as a non-employee director of the Company, subject
to the terms and conditions contained in this Agreement.


 


NOW, THEREFORE, in consideration
of the mutual promises and covenants contained herein, the receipt of which is hereby acknowledged, the Company and the Independent Director,
intending to be legally bound, hereby agree as follows:


 


1. DEFINITIONS.


 


(a) “Corporate Status”
describes the capacity of the Independent Director with respect to the Company and the services performed by the Independent Director
in that capacity.


 


(b) “Entity” shall
mean any corporation, partnership, limited liability company, joint venture, trust, foundation, association, organization or other legal
entity.


 


(c) “Proceeding”
shall mean any threatened, pending or completed claim, action, suit, arbitration, alternate dispute resolution process, investigation,
administrative hearing, appeal, or any other proceeding, whether civil, criminal, administrative or investigative, whether formal or informal,
including a proceeding initiated by the Independent Director pursuant to Section 12 of this Agreement to enforce the Independent Director’s
rights hereunder.


 


(d) “Expenses”
shall mean all reasonable fees, costs and expenses, approved by the Company in advance and reasonably incurred in connection with any
Proceeding, including, without limitation, attorneys’ fees, disbursements and retainers, fees and disbursements of expert witnesses,
private investigators, professional advisors (including, without limitation, accountants and investment bankers), court costs, transcript
costs, fees of experts, travel expenses, duplicating, printing and binding costs, telephone and fax transmission charges, postage, delivery
services, secretarial services, and other disbursements and expenses.


 


(e) “Liabilities”
shall mean judgments, damages, liabilities, losses, penalties, excise taxes, fines and amounts paid in settlement.


  


(f) “Parent” shall
mean any corporation or other entity (other than the Company) in any unbroken chain of corporations or other entities ending with the
Company, if each of the corporations or entities, other than the Company, owns stock or other interests possessing 50% or more of the
economic interest or the total combined voting power of all classes of stock or other interests in one of the other corporations or entities
in the chain.


 


(g) “Subsidiary”
shall mean any corporation or other entity (other than the Company) in any unbroken chain of corporations or other entities beginning
with the Company, if each of the corporations or entities, other than the last corporation or entity in the unbroken chain, owns stock
or other interests possessing 50% or more of the economic interest or the total combined voting power of all classes of stock or other
interests in one of the other corporations or entities in the chain.


 






     


     


    

 


2. SERVICES OF INDEPENDENT DIRECTOR.
While this Agreement is in effect, the Independent Director shall perform duties as an independent director and/or a member of the committees
of the Board, be compensated for such and be reimbursed expenses in accordance with the Schedule A attached to this Agreement, subject
to the following.


 


(a) The Independent Director
will perform services as is consistent with Independent Director’s position with the Company, as required and authorized by the
By-Laws and Articles of Incorporation of the Company, and in accordance with high professional and ethical standards and all applicable
laws and rules and regulations pertaining to the Independent Director’s performance hereunder, including without limitation, laws,
rules and regulations relating to a public company.


 


(b) The Independent Director
is solely responsible for taxes arising out of any compensation paid by the Company to the Independent Director under this Agreement,
and the Independent Director understands that she will be issued a U.S. Treasury Form 1099 for any compensation paid to him by the Company.
The Independent Director acknowledges and agrees that because she is not an employee of the Company, the Company will not withhold any
amounts for taxes from any of her payments under the Agreement.


 


(c) The Company may offset
any and all monies payable to the Independent Director to the extent of any monies owing to the Company from the Independent Director.


 


(d) The rules and regulations
of the Company notified to the Independent Director, from time to time, apply to the Independent Director. Such rules and regulations
are subject to change by the Company in its sole discretion. Notwithstanding the foregoing, in the event of any conflict or inconsistency
between the terms and conditions of this Agreement and rules and regulations of the Company, the terms of this Agreement control.


 


3. REQUIREMENTS OF INDEPENDENT
DIRECTOR. During the term of the Independent Director’s services to the Company hereunder, Independent Director shall observe all
applicable laws and regulations relating to independent directors of a public company as promulgated from time to time, and shall not:
(1) be an employee of the Company or any Parent or Subsidiary; (2) accept, directly or indirectly, any consulting, advisory, or other
compensatory fee from the Company other than as a director and/or a member of a committee of the Board; (3) be an affiliated person of
the Company or any Parent or Subsidiary, as the term “affiliate” is defined in 17 CFR 240.10A-3(e)(1), other than in her capacity
as a director and/or a member of a committee of the Board; (4) possess an interest in any transaction with the Company or any Parent or
Subsidiary, for which disclosure would be required pursuant to 17 CFR 229.404(a), other than in her capacity as a director and/or a member
of a committee of the Board committees; (5) be engaged in a business relationship with the Company or any Parent or Subsidiary, for which
disclosure would be required pursuant to 17 CFR 229.404(b), except that the required beneficial interest therein shall be modified to
be 5% hereby.


 


4. REPORT OBLIGATION. While
this Agreement is in effect, the Independent Director shall immediately report to the Company in the event: (1) the Independent Director
knows or has reason to know or should have known that any of the requirements specified in Section 3 hereof is not satisfied or is not
going to be satisfied; and (2) the Independent Director simultaneously serves on an audit committee of any other public company.


 


5. TERM AND TERMINATION. The
term of this Agreement and the Independent Director’s services hereunder shall be for three (3) years from the Effective Date, unless
terminated as provided for in this Section 5. This Agreement and the Independent Director’s services hereunder shall terminate upon
the earlier of the following:


 


(a) Removal of the Independent
Director as a director of the Company, upon proper Board or stockholder action in accordance with the By-Laws and Articles of Incorporation
of the Company and applicable law;


 


(b) Resignation of the Independent
Director as a director of the Company upon written notice to the Board of Directors of the Company;


 


(c) Termination of this Agreement
by the Company, in the event any of the requirements specified in Section 3 hereof is not satisfied, as determined by the Company in its
sole discretion; or


 






     


     


    

 


(d) Failure of the stockholders of the Company
to re-elect the Independent Director at the Company’s annual shareholders’ meeting.


 


6. LIMITATION OF LIABILITY.
In no event shall the Independent Director be individually liable to the Company or its shareholders for any damages for breach of fiduciary
duty as an independent director of the Company, unless the Independent Director’s act or failure to act involves intentional misconduct,
fraud or a knowing violation of law.


 


7. AGREEMENT OF INDEMNITY. The
Company agrees to indemnify the Independent Director as follows:


 


(a) Subject to the exceptions
contained in Section 8(a) below, if the Independent Director was or is a party or is threatened to be made a party to any Proceeding (other
than an action by or in the right of the Company) by reason of the Independent Director’s Corporate Status, the Independent Director
shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by the Independent Director in connection with
such Proceeding (referred to herein as “INDEMNIFIABLE EXPENSES” and “INDEMNIFIABLE LIABILITIES,” respectively,
and collectively as “INDEMNIFIABLE AMOUNTS”).


 


(b) Subject to the exceptions
contained in Section 8(b) below, if the Independent Director was or is a party or is threatened to be made a party to any Proceeding by
or in the right of the Company, to procure a judgment in its favor by reason of the Independent Director’s Corporate Status, the
Independent Director shall be indemnified by the Company against all Indemnifiable Expenses.


 


(c) For purposes of this Agreement,
the Independent Director shall be deemed to have acted in good faith in conducting the Company’s affairs as an independent director
of the Company and/or a member of a committee of the Board of the Company, if the Independent Director: (i) exercised or used the same
degree of diligence, care, and skill as an ordinarily prudent man would have exercised or used under the circumstances in the conduct
of her own affairs; or (ii) took, or omitted to take, an action in reliance upon advise of counsels or other professional advisors for
the Company, or upon statements made or information furnished by other directors, officers or employees of the Company, or upon a financial
statement of the Company provided by a person in charge of its accounts or certified by a public accountant or a firm of public accountants,
which the Independent Director had reasonable grounds to believe to be true.


 


8. EXCEPTIONS TO INDEMNIFICATION.
Director shall be entitled to indemnification under Sections 7(a) and 7(b) above in all circumstances other than the following:


 


(a) If indemnification is
requested under Section 7(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection
with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director failed to act in
good faith and in a manner the Independent Director reasonably believed to be in or not opposed to the best interests of the Company,
(ii) the Independent Director had reasonable cause to believe that the Independent Director’s conduct was unlawful, or (iii) the
Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director
shall not be entitled to payment of Indemnifiable Amounts hereunder.


 


(b) If indemnification is
requested under Section 7(b) and


 


(i) it has been adjudicated
finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the
claim for indemnification has arisen, the Independent Director failed to act in good faith and in a manner the Independent Director reasonably
believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by
the Independent Director, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder; or


 






     


     


    

 


(ii) it has been adjudicated
finally by a court or arbitral body of competent jurisdiction that the Independent Director is liable to the Company with respect to any
claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation,
a claim that the Independent Director received an improper benefit or improperly took advantage of a corporate opportunity, the Independent
Director shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matter.


  


9. WHOLLY OR PARTLY SUCCESSFUL.
Notwithstanding any other provision of this Agreement, and without limiting any such provision, to the extent that the Independent Director
is, by reason of the Independent Director’s Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding,
the Independent Director shall be indemnified in connection therewith. If the Independent Director is not wholly successful in such Proceeding
but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company
shall indemnify the Independent Director against those Expenses reasonably incurred by the Independent Director or on the Independent
Director’s behalf in connection with each successfully resolved claim, issue or matter. For purposes of this section, the termination
of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result
as to such claim, issue or matter.


 


10. ADVANCES AND INTERIM EXPENSES.
The Company may pay to the Independent Director all Indemnifiable Expenses incurred by the Independent Director in connection with any
Proceeding, including a Proceeding by or in the right of the Company, in advance of the final disposition of such Proceeding, if the Independent
Director furnishes the Company with a written undertaking, to the satisfaction of the Company, to repay the amount of such Indemnifiable
Expenses advanced to the Independent Director in the event it is finally determined by a court or arbitral body of competent jurisdiction
that the Independent Director is not entitled under this Agreement to indemnification with respect to such Indemnifiable Expenses.


 


11. PROCEDURE FOR PAYMENT OF
INDEMNIFIABLE AMOUNTS. The Independent Director shall submit to the Company a written request specifying the Indemnifiable Amounts, for
which the Independent Director seeks payment under Section 7 hereof and the Proceeding of which has been previously notified to the Company
and approved by the Company for indemnification hereunder. At the request of the Company, the Independent Director shall furnish such
documentation and information as are reasonably available to the Independent Director and necessary to establish that the Independent
Director is entitled to indemnification hereunder. The Company shall pay such Indeminfiable Amounts within thirty (30) days of receipt
of all required documents.


 


12. REMEDIES OF INDEPENDENT
DIRECTOR.


 


(a) RIGHT TO PETITION COURT.
In the event that the Independent Director makes a request for payment of Indemnifiable Amounts under Sections 7, 9-11 above, and the
Company fails to make such payment or advancement in a timely manner pursuant to the terms of this Agreement, the Independent Director
may petition the appropriate judicial authority to enforce the Company’s obligations under this Agreement.


  


(b) BURDEN OF PROOF. In any
judicial proceeding brought under Section 12 (a) above, the Company shall have the burden of proving that the Independent Director is
not entitled to payment of Indemnifiable Amounts hereunder.


 


(c) EXPENSES. The Company
agrees to reimburse the Independent Director in full for any Expenses incurred by the Independent Director in connection with investigating,
preparing for, litigating, defending or settling any action brought by the Independent Director under Section 12 (a) above, or in connection
with any claim or counterclaim brought by the Company in connection therewith.


 


(d) VALIDITY OF AGREEMENT.
The Company shall be precluded from asserting in any Proceeding, including, without limitation, an action under Section 12 (a) above,
that the provisions of this Agreement are not valid, binding and enforceable or that there is insufficient consideration for this Agreement
and shall stipulate in court that the Company is bound by all the provisions of this Agreement.


 






     


     


    

 


(e) FAILURE TO ACT NOT A DEFENSE.
The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to
make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses
under this Agreement shall not be a defense in any action brought under Section 12 (a) above.


 


13. PROCEEDINGS AGAINST COMPANY.
Except as otherwise provided in this Agreement, the Independent Director shall not be entitled to payment of Indemnifiable Amounts or
advancement of Indemnifiable Expenses with respect to any Proceeding brought by the Independent Director against the Company, any Entity
which it controls, any director or officer thereof, or any third party, unless the Company has consented to the initiation of such Proceeding.
This section shall not apply to counterclaims or affirmative defenses asserted by the Independent Director in an action brought against
the Independent Director.


 


14. [RESERVED]


 


15. SUBROGATION. In the event
of any payment of Indemnifiable Amounts under this Agreement and/or the D&O Insurance, the Company or its Insurance Carrier, as the
case may be, shall be subrogated to the extent of such payment to all of the rights of contribution or recovery of the Independent Director
against other persons, and the Independent Director shall take, at the request of the Company, all reasonable action necessary to secure
such rights, including the execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.


 


16. AUTHORITY. Each party has
all necessary power and authority to enter into, and be bound by the terms of, this Agreement, and the execution, delivery and performance
of the undertakings contemplated by this Agreement have been duly authorized by each party hereto:


 


17. SUCCESSORS AND ASSIGNMENT.
This Agreement shall (a) be binding upon and inure to the benefit of all successors and assigns of the Company (including any transferee
of all or a substantial portion of the business, stock and/or assets of the Company and any direct or indirect successor by merger or
consolidation or otherwise by operation of law), and (b) be binding on and shall inure to the benefit of the heirs, personal representatives,
executors and administrators of the Independent Director. The Independent Director has no power to assign this Agreement or any rights
and obligations hereunder.


 


18. CHANGE IN LAW. To the extent
that a change in applicable law (whether by statute or judicial decision) shall mandate broader or narrower indemnification than is provided
hereunder, the Independent Director shall be subject to such broader or narrower indemnification and this Agreement shall be deemed to
be amended to such extent.


 


19. SEVERABILITY. Whenever possible,
each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision
of this Agreement, or any clause thereof, shall be determined by a court of competent jurisdiction to be illegal, invalid or unenforceable,
in whole or in part, such provision or clause shall be limited or modified in its application to the minimum extent necessary to make
such provision or clause valid, legal and enforceable, and the remaining provisions and clauses of this Agreement shall remain fully enforceable
and binding on the parties.


  


20. MODIFICATIONS AND WAIVER.
Except as provided in Section 18 hereof with respect to changes in applicable law which broaden or narrow the right of the Independent
Director to be indemnified by the Company, no supplement, modification or amendment of this Agreement shall be binding unless executed
in writing by each of the parties hereto. No delay in exercise or non-exercise by the Company of any right under this Agreement shall
operate as a current or future waiver by it as to its same or different rights under this Agreement or otherwise.


 


21. NOTICES. All notices, requests,
demands and other communications hereunder shall be in writing in English and shall be deemed to have been duly given (a) when delivered
by hand, (b) when transmitted by facsimile and receipt is acknowledged, or (c) if mailed by express mail with delivery confirmation with
postage prepaid, on the 5th business day after the date on which it is so mailed:


 


If to Independent Director,
to: 6 Xinghan Road, 19th Floor, Hanzhong City, Shaanxi Province, PRC 723000.


 


If to the Company, to: 6 Xinghan
Road, 19th Floor, Hanzhong City, Shaanxi Province, PRC 723000.


 


Or to such other address as
may have been furnished in the same manner by any party to the others.


 






     


     


    

 


22. GOVERNING LAW. This Agreement
shall be governed by and construed and enforced under the laws of the State of New York.


 


23. CONSENT TO JURISDICTION.
The parties hereby consent to the jurisdiction of the courts having jurisdiction over matters arising in New York County, New York for
any proceeding arising out of or relating to this Agreement. The parties agree that in any such proceeding, each party shall waive, if
applicable, inconvenience of forum and right to a jury.


 


24. AGREEMENT GOVERNS. This
Agreement is to be deemed consistent wherever possible with relevant provisions of the By-Laws and Articles of Incorporation of the Company;
however, in the event of a conflict between this Agreement and such provisions, the provisions of this Agreement shall control.


 


25. INDEPENDENT CONTRACTOR.
The parties understand, acknowledge and agree that the Independent Director’s relationship with the Company is that of an independent
contractor and nothing in this Agreement is intended to or should be construed to create a relationship other than that of independent
contractor. Nothing in this Agreement shall be construed as a contract of employment/engagement between the Independent Director and the
Company or as a commitment on the part of the Company to retain the Independent Director in any capacity, for any period of time or under
any specific terms or conditions, or to continue the Independent Director’s service to the Company beyond any period.


 


26. ARBITRATION. Any dispute,
controversy or claim arising out of or relating to this Agreement or the breach thereof, shall be settled by arbitration, before one arbitrator
in accordance with the rules of the American Arbitration Association then in effect and judgment upon the award rendered by the arbitrator
may be entered in any court having jurisdiction. The arbitrator will be selected, by the parties, from a panel of attorney arbitrators.
The parties agree that any arbitration shall be held in New York, New York. The language of the arbitration shall be in English. The arbitrator
will have no authority to make any relief, finding or award that does not conform to the terms and conditions of this Agreement. Each
party shall bear its own attorneys’ or expert fees and any and all other party specific costs. Either party, before or during any
arbitration, may apply to a court having jurisdiction for a restraining order or injunction where such relief is necessary to protect
its interests. Prior to initiation of arbitration, the aggrieved party will give the other party written notice, in accordance with this
Agreement, describing the claim as to which it intends to initiate arbitration.


 


27. ENTIRE AGREEMENT. This Agreement
constitutes the entire agreement between the Company and the Independent Director with respect to the subject matter hereof, and supersedes
all prior understandings and agreements with respect to such subject matter.


 


IN WITNESS WHEREOF, the parties
hereto have executed this Independent Director Indemnification Agreement as of the day and year first above written.


 


	 	 	 	 
	AGREED	 	AGREED	 
	 	 	 	 
	China HGS Real Estate Inc.	 	Independent Director	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	/s/ Neng Chen	 	/s/ Jian Zhang	 
	Name:  Neng Chen	 	Name: Jian Zhang	 
	Title:    Chief Executive Officer	 	 	 
	 	 	 	 


  




     


     


    

 


SCHEDULE A


 


I POSITION:


 


INDEPENDENT DIRECTOR.


 


II. COMPENSATION:


 


FEES. For all services rendered
by the Independent Director pursuant to this Agreement, both during and outside of normal working hours, including but not limited to,
attending all required meetings of the Board or applicable committees thereof, executive sessions of the independent directors, reviewing
filing reports and other corporate documents as requested by the Company, providing comments and opinions as to business matters as requested
by the Company, the Company agrees to pay to the Independent Director a fee in cash of Twelve Thousand Dollars ($12,000) per year during
the Term (the “Base Fee”), or such greater (but not lesser) amount as shall be approved from time to time by the Board. The
Base Fee shall be paid in cash to the Independent Director on a quarterly basis in equal installments 10 days prior to the last day of
each calendar quarter.


 


EXPENSES. During the term of
the Independent Director’s service as a director of the Company, the Company shall promptly reimburse the Independent Director for
all expenses approved by the Company in advance and incurred by her in connection with attending (a) all meetings of the Board or applicable
committees thereof, (b) executive sessions of the independent directors, and (c) stockholder meetings, as a director or a member of any
committee of the Board, which are approved by the Company in advance. In addition, the Independent Director shall rely on the Company
to arrange for all hotel accommodations in connection with any such meetings the Independent Director must attend. The amount of such
expenses eligible for reimbursement by the Company during a calendar year shall not affect such expenses eligible for reimbursement by
the Company in any other calendar year, and the reimbursement of any such eligible expenses shall be made promptly, usually within 10
business days, after the expense report and original receipts are submitted.


 


NO OTHER BENEFITS OR COMPENSATION.
The Independent Director acknowledges and agrees that she is not granted and is not entitled to any other benefits or compensation from
the Company for the services provided under this Agreement except expressly provided for in this Schedule A or as determined from time
to time by the Company in its sole discretion.


 


 


	 	 	 	 
	AGREED	 	AGREED	 
	 	 	 	 
	China HGS Real Estate Inc.	 	Independent Director	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
		 		 
	Name:  Neng Chen	 	Name:  Jian Zhang	 
	Title:    Chief Executive Officer