Exhibit 10.1 


 


Date:
4 AUGUST 2017


 


 


 


 


ECOIN
GLOBAL LIMITED


 (as Seller)


 


and


 


EC
POWER (GLOBAL) TECHNOLOGY LIMITED


 (as Buyer)


 


  


 


 


 





 



 


TRANSFER
AGREEMENT 


relating
to 


a
Transfer of Redemption Codes


 





 









 


 


 


 


 


 


 


 


 


 


 






     

     


    

 


Table
of Contents


 


	 	 	Page
	1.	DefinitionS
    and interpretation	1
	 	 	 
	2.	sale
    and purchase of redemption Codes	3
	 	 	 
	3.	transfer
    consideration of the redemption Codes	3
	 	 	 
	4.	PAYMENT
    OF TRANSFER CONSIDERATION	3
	 	 	 
	5.	representations
    and warranties	4
	 	 	 
	6.	fees	6
	 	 	 
	7.	notice
    and other communicationS	6
	 	 	 
	8.	MISCELLANEOUS	7
	 	 	 
	9.	governing
    law and jurisdiction	8


 






     

     


    

 





THIS
AGREEMENT is entered into on 4 August 2017 between:


 


	1.	ECoin
                                         Global Limited, a company incorporated in Hong Kong, with its registered address
                                         at Flat 5, Block C 26/F, TML Tower, 3 Hoi Shing Road, Tsuen Wan, New Territories, Hong
                                         Kong (hereinafter, the “Seller”); and



 


	2.	EC
                                         Power (Global) Technology Limited, a company incorporated in the British Virgin Islands,
                                         with its registered address at Corporate Registrations Limited, Sea Meadow House, Blackburne
                                         Highway, P.O. Box 116, Road Town, Tortola, British Virgin Islands (hereinafter, “Buyer”).



 


Recitals:


 


	(A)	The
                                         Seller produces and markets Ecoin Redemption Codes (“Codes”), which
                                         can be produced and marketed by Buyer in Buyer’s name.



 


	(B)	Each
                                         Code contains a value which enables subscribers to upload certain number of items onto
                                         the Buyer’s website, www.ecrent.com for rental.



 


	(C)	The
                                         Seller agrees to sell, and the Buyer agrees to buy, the Codes in accordance with the
                                         terms and conditions set forth in this Agreement.



 


Therefore,
the parties hereto have entered into the agreement as follows:


 


	1.	DefinitionS
                                         and interpretation



 


	1.1	Unless
                                         otherwise specified herein, the following words and terms shall have the following meaning
                                         when used in this Agreement, the Recitals and the Schedule hereto:



 


	 	“affiliates”	has
    the meaning ascribed to it in the Company Law;
	 	 	 
	 	“Agreement”	is
        a reference to this Agreement and any amendments or supplements hereto (if applicable);

         

	 	“Business
    Day”	means
    a day (other than a Saturday or Sunday) on which banks in Hong Kong are open for ordinary banking business;
	 	 	 
	 	“China”	the
    People’s Republic of China, excluding, for the purpose of this Agreement, Hong Kong, Macau Special Administration Region
    and Taiwan;
	 	 	 
	 	“Closing”	the
    completion of the sale and purchase of the Redemption;
	 	 	 
	 	“Closing
    Date”	the
    date of this Agreement or any other date agreed to in writing between Buyer and Seller;



 






    	 	1	 



     


    

 


	 	“Company”	Cleantech
    Solutions International, Inc., a Nevada corporation, (NASDAQ: CLNT), No.9 Yanyu Middle Road, Qianzhou Town, Huishan District,
    Wuxi City, Jiangsu Province, China;
	 	 	 
	 	“Company
    Law”	the
    Companies Ordinance (Cap 622) of Hong Kong;
	 	 	 
	 	“Encumbrances”	asset
    transfer, claim, third party rights or interest under any mortgage, pledge, liability, lien, guarantee or other encumbrances,
    guarantee interest or other guarantee agreement, arrangement or any other form of rights or interest, regardless whether or
    not relating to current or future assets, liabilities of any individual or entity under such guarantee;
	 	 	 
	 	“Hong
    Kong”	the
    Hong Kong Special Administration Region of the People’s Republic of China;
	 	 	 
	 	“Redemption
        Codes”

        and
        “Codes”
	EC
    Coin’s Redemption Codes, with aggregate value of US$50,000,000;
	 	 	 
	 	“Transfer
    Consideration”	a
    total consideration of US$20,000,000 payable for the purchase of Redemption Codes and all associated rights and interests
    in accordance with Clause 3.1;
	 	 	 
	 	“US
    Dollar” and “US$”	the
    lawful currency of the United States of America; and
	 	 	 
	 	 “Working
Hours”
	

        means
        9:30 a.m. to 5:30 p.m. on a Business Day.



 


	1.2	The
                                         provisions of law referenced herein shall be interpreted as such as amended, re-formulated
                                         from time to time or as such the applicability of which has been modified by other provisions
                                         of law, including re-formulated provisions (regardless of any modification).



 


	1.3	The
                                         clauses and schedule referenced herein shall mean the clauses and schedule of this Agreement;
                                         the sub-clauses referenced herein shall mean such under the relevant clauses when referenced
                                         (unless otherwise specified in context). The schedule hereto shall be considered to be
                                         the component part of this Agreement.



 


	1.4	Headings
                                         are provided for reference only and shall in no way affect the interpretation of this
                                         Agreement.



 


	1.5	In
                                         this Agreement, all the names and terms used in the singular case include the plural
                                         and vice versa; all the names and terms with gender reference include all genders, and
                                         all persons referenced include incorporated persons and non-incorporated persons.



 






    	 	2	 



     


    

 


	2.	sale
                                         and purchase of redemption Codes



 


	2.1	Subject
                                         to the terms and conditions herein, on the Closing Date, the Seller shall sell and transfer
                                         to the Buyer, and the Buyer, in reliance on the representations and warranties made and
                                         provided by the Seller herein, agrees to buy and accept, the Codes.



 


	2.2	The
                                         Seller warrants that, at the time of transferring the Codes, no Encumbrances nor any
                                         current rights as of the date of execution of this Agreement or any subordinate or incidental
                                         rights thereafter exist on or in relation to the Codes.



 


	2.3	The
                                         Buyer may, at the time of transferring the Codes, designate its subsidiary or affiliate
                                         to receive the Codes and pay the Transfer Consideration.



 


	2.4	The
                                         portion of revenue sharing permitted by the Buyer to marketing channel partners shall
                                         not exceed 20% of the face value of the Codes, with a minimum of 80% of sales income
                                         to accrue to Buyer.



 


	3.	transfer
                                         consideration of the redemption Codes



 


	3.1	The
                                         parties hereto acknowledge and agree that the Codes to be transferred have a value of
                                         US$50,000,000 and Seller has agreed to transfer the same at a discounted price to Buyer
                                         at 40% of the face value of the Codes, namely, for a total consideration of US$20,000,000
                                         (the “Transfer Consideration”). The Transfer Consideration shall be
                                         paid by the Buyer as provided in Clause 4 below.



 


	3.2	The
                                         Seller warrants that the Codes have a validity period of four (4) years, and will not
                                         expire until 3 August 2021(the “Expiry Date”).



 


	3.3	The
                                         Seller undertakes to deliver the Codes not later than three (3) business day following
                                         notice from the Buyer requesting delivery.



 


	4.	PAYMENT
                                         OF TRANSFER CONSIDERATION



 


	4.1	The
                                         Transfer Consideration shall be paid by the Buyer to the Seller in instalments, with
                                         each instalment payable not later than thirty (30) days after the end of 31 December
                                         in each calendar year.



 


	4.2	Each
                                         instalment shall be in an amount equal to fifty percent (50%) of the net sale proceeds
                                         of the Codes sold during each calendar year, and for this purpose, not later than fifteen
                                         (15) days immediately after 31 December of such calendar year, the Buyer shall deliver
                                         to the Seller a statement certifying the total sales of the Codes in such calendar year,
                                         and such statement shall, absent manifest error be binding on the parties hereto. In
                                         no circumstances shall the aggregate of instalments exceed the Transfer Consideration.



 


	4.3	All
                                         payments shall be made in US Dollars (or HK Dollar equivalent) and in free and clear
                                         funds without set off or deduction on account of any other amount whatsoever and to such
                                         account in Hong Kong as the Seller has notified to the Buyer in writing.



 






    	 	3	 



     


    

 


	4.4	Not
                                         later than thirty (30) days after the Expiry Date, the Buyer shall procure that any and
                                         all balance outstanding of the Transfer Consideration as at the Expiry Date (the “Relevant
                                         Balance”), shall be paid and discharged by the issue or delivery to the Seller
                                         of ordinary issued stock of the Company, credited as fully paid, in cancellation of any
                                         further liability of the Buyer to pay the Relevant Balance.



 


	4.5	The
                                         number of Shares to be issued or delivered shall be an amount equal to (i) the Relevant
                                         Balance; divided by (ii) the VWAP of the Shares for the period of twenty (20) Trading
                                         Days immediately preceding the Expiry Date, provided always that in no circumstances
                                         shall Shares be issued or delivered hereunder to the Seller in excess of nineteen percent
                                         (19%) of the issued and outstanding ordinary Shares of the Company.



 


	4.6	For
                                         the purposes of this Clause 4:



 


		4.6.1	“Shares”
                                         means ordinary shares of par value US$0.001 each of the Company as at the Expiry Date
                                         or shares of any class or classes resulting from any subdivision, consolidation or re-classification
                                         of those shares, which as between themselves have no preference in respect of dividends
                                         or of amounts payable in the event of any voluntary or involuntary liquidation or dissolution
                                         of the Company.



 


		4.6.2	“Trading
                                         Day” generally means a day during which (i) trading in the Company’s
                                         common stock generally occurs on the principal U.S. national or regional securities exchange
                                         or market on which the Company’s common stock is listed or admitted for trading
                                         and (ii) there is no market disruption event.



 


		4.6.3	“VWAP”
                                         for the Company’s common stock means, for each Trading Day during the observation
                                         period, the per share volume-weighted average price as displayed under the heading “Bloomberg
                                         VWAP” on Bloomberg page ILMN.Q equity AQR (or any equivalent successor page)
                                         in respect of the period from the scheduled open of trading on the principal trading
                                         market for the Company’s common stock to the scheduled close of trading on such
                                         market on such Trading Day, or if such volume-weighted average price is unavailable,
                                         the market value of one share of the Company’s common stock on such Trading Day
                                         using a volume-weighted method as determined by a nationally recognized independent investment
                                         banking firm retained for this purpose by the Company.



 


	4.7	If
                                         for any reason the Buyer is unable to procure the issue or delivery of Shares as expressly
                                         provided for under this Clause 4, the Buyer shall promptly notify the Seller and instead
                                         pay the Relevant Balance to the Seller in clear funds in accordance with Clause 4.3.









 


	5.	representations
                                         and warranties



 


	5.1	The
                                         Buyer hereby unconditionally and irrevocably represents and warrants to the Seller that:



 


		5.1.1	the
                                         Buyer’s execution of this Agreement and its exercise and performance of its rights
                                         and obligations hereunder in accordance with the provisions herein will not violate:



 


		(i)	any
                                         law or statues to which it must adhere; or



 


    	 	4	 



     


    
 


		(ii)	any
                                         instrument or organization charter or documents on which its incorporation was based
                                         or which regulate its business or affairs; or



 


		(iii)	any
                                         document or agreement to which the Buyer is a party or any agreement by which the Buyer
                                         or its assets are bound;



 


		5.1.2	the
                                         Buyer is a legal and existing limited liability company incorporated in accordance with
                                         the law of the place of its registration and has the full capacity and authority to execute
                                         this Agreement, and to exercise its right and to perform its obligations in accordance
                                         with this Agreement; this Agreement constitutes a valid document binding to, and enforceable
                                         against, Buyer; and



 


		5.1.3	the
                                         Buyer’s execution of this Agreement, and performance and completion of the transaction
                                         contemplated herein does not require consent or approval from any person.



 


	5.2	The
                                         Seller hereby unconditionally and irrevocably represents and warrants to the Buyer that:



 


		5.2.1	its
                                         representations and warranties made herein shall remain true, accurate and complete from
                                         the date of this Agreement to the Closing Date;



 


		5.2.2	the
                                         Seller’s execution of this Agreement and its exercise and performance of its rights
                                         and obligations hereunder in accordance with the provisions herein will not violate:



 


		(i)	any
                                         law or statues to which it must adhere; or



 


		(ii)	any
                                         instrument or organization charter or documents on which its incorporation was based
                                         or which regulate its business or affairs; or



 


		(iii)	any
                                         document or agreement to which Buyer is a party or any agreement to which Buyer or its
                                         assets are bound;



 


		5.2.3	the
                                         Seller is a legal and existing limited liability company incorporated in accordance with
                                         the law of the place of its registration and has the full capacity and authority to execute
                                         this Agreement, and to exercise its right and to perform its obligations in accordance
                                         with this Agreement; this Agreement constitutes a valid document binding to, and enforceable
                                         against, Seller; and



 


		5.2.4	the
                                         Seller’s execution of this Agreement, and performance and completion of the transaction
                                         contemplated herein does not require consent or approval from any person.



 






    	 	5	 



     


    

 


	5.3	The
                                         Seller unconditionally and irrevocably represents and warrants to Buyer, as of the date
                                         of this Agreement until the Closing Date, as follows:



 


		5.3.1	the
                                         Seller legally owns all the Codes;



 


		5.3.2	the
                                         Codes have no Encumbrances attached and can be used immediately;



 


		5.3.3	the
                                         value stored in the Codes is US$50,000,000;



 


		5.3.4	in
                                         the event of the occurrence of any circumstances brought to the Seller’s attention
                                         that will cause the representations and warranties made by the Seller herein to be untrue,
                                         Seller will immediately notify Buyer;



 


		5.3.5	the
                                         Seller is in compliance with all applicable laws and regulations in all material respects
                                         and to the best of its knowledge and belief, there is no failure to comply which would
                                         materially impair its ability to sell the Codes for the purposes for which they are intended
                                         for use on the Buyer’s site and to perform its obligations under this Agreement;
                                         and



 


		5.3.6	the
                                         intellectual property owned or licensed by the Seller comprises all of the intellectual
                                         property required in order for the Seller to carry on its business as it is now being
                                         conducted, and in the sale to and use of the Codes by the Buyer as contemplated by this
                                         Agreement will not infringe any intellectual property rights of any third party.



 


	6.	fees



 


The
parties hereto shall each be responsible for their own legal fees and other expenses, charges and payments in connection with
negotiation, formulation and completion of this Agreement.


 


	7.	notice
                                         and other communications



 


	7.1	Any
    notice or other communication given under this Agreement or in connection with the matters contemplated herein shall, except
    where otherwise specifically provided, be in writing in the English language, addressed as provided in Clause 7.2 and served:




 


		(a)	by
                                         leaving it at the relevant address in which case it shall be deemed to have been given
                                         upon delivery to that address;
	 	 	 
		(b)	if
                                         within Hong Kong, by first class pre-paid post, in which case it shall be deemed to have
                                         been given two Business Days after the date of posting;
	 	 	 
		(c)	if
                                         from or to any place outside Hong Kong, by air courier, in which case it shall be deemed
                                         to have been given two Business Days after its delivery to a representative of the courier;
	 	 	 
		(d)	if
                                         from or to any place outside Hong Kong, by pre-paid airmail, in which case it shall be
                                         deemed to have been given five Business Days after the date of posting; or



 



    	 	6	 



     


    

 


		(e)	by
                                         e-mail, in which case it shall be deemed to have been given when despatched subject to
                                         confirmation of delivery by a delivery receipt,



 


provided
that in the case of sub-clause (e) above any notice despatched outside Working Hours shall be deemed given at the start of the
next period of Working Hours.


 


	7.2	Notices
                                         under this Agreement shall be sent for the attention of the person and to the address
                                         or e-mail address, subject to Clause 7.3, as set out below:



 


	 	To
    Seller:	 
	 	 	 
	 	Address:	Flat
    5, Block C 26/F, TML Tower, 3 Hoi Shing Road, Tsuen Wan, New Territories, Hong Kong
	 	Email:	sales@ecoin-global.com
	 	Recipient:	Board
    of Directors
	 	 	 
	 	To
    Buyer:	 
	 	 	 
	 	Address:	604,
    6th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong
	 	Email:	ecpower@cleantechsolutionsinternational.com
	 	Recipient:	Board
    of Directors


 


	7.3	Any
                                         party to this Agreement may notify the other party of any change to its address or other
                                         details specified in Clause 7.2 provided that such notification shall only be effective
                                         on the date specified in such notice or five Business Days after the notice is given,
                                         whichever is later.



 


	8.	MISCELLANEOUS



 


	8.1	Further
                                         assurance: The parties hereto agree to take such further action or matter (or cause
                                         to have such action taken) and to execute and deliver such further document (or cause
                                         to have such document executed and delivered) if required by any law or due to any need
                                         or in order to perform this Agreement and/or complete the transaction contemplated herein
                                         reasonably and satisfactorily.



 


	8.2	Complete
                                         Agreement: This Agreement (together with any document described herein or any document
                                         specified herein for execution) constitutes the complete agreement between the parties
                                         hereto regarding the transaction contemplated herein and supersedes all prior understanding
                                         between the parties hereto regarding the transaction. The parties hereto agree:



 


		8.2.1	execution
                                         of this Agreement by either party is not based on any representation, warranty or assurance
                                         made by the other party other than those made herein;



 


		8.2.2	except
                                         in cases of violation of any representation or warranty set forth herein, neither party
                                         may raise any claim or seek any damages based on any misleading representation (whether
                                         due to negligence or otherwise) by the other party, regardless whether such representation
                                         is made prior to or after the execution of this Agreement; provided that this provision
                                         does not absolve any party of any legal liability resulting from any fraudulent element
                                         in such representation.



 






    	 	7	 



     


    

 


	8.3	Cumulative
                                         Remedies: The rights and interest and remedies specifically provided herein for either
                                         party are additional and non-exclusive and shall not harm any interest, rights or remedies
                                         available to any party in absence of such specific provision; each party may exercise
                                         any interest, rights or remedies specifically provided herein according to its need without
                                         any limitation.



 


	8.4	Non-waiver:
                                         failure to exercise, postponement or extension of, or indulgence or delay in the exercise
                                         of, any law or rights or remedies provided herein by any party shall not affect its future
                                         exercise of such rights and remedies or its ability to exercise any other rights and
                                         remedies. Such failure or delay shall not constitute waiver or modification of any other
                                         rights or remedies. Any exercise or partial exercise of such rights or remedies shall
                                         not prevent any other or further exercise of such rights or remedies nor prevent the
                                         exercise of any other rights and remedies.



 


	8.5	Severability:
                                         If this Agreement is to be enforced, each party must enforce the provisions herein in
                                         accordance with the law of the competent jurisdiction to the full extent possible. If
                                         any provision herein is determined to be invalid or unenforceable, or partially invalid
                                         or unenforceable, such provision (to the extent of such invalidity or unenforceability)
                                         shall be considered to be invalid and considered not to be part of this Agreement but
                                         shall not cause any other provisions herein to be invalid. Both parties must make reasonable
                                         efforts to replace such invalid or unenforceable provision with other valid and enforceable
                                         provision of such effect that is as similar as possible to such invalid or unenforceable
                                         provision.



 


	8.6	Modification:
                                         No modification of any provision herein (or any document described herein or made in
                                         connection herewith) shall be considered to be part of this Agreement unless it is in
                                         writing and signed by both parties. “Modification” for these purposes, includes
                                         changes, supplements, deletions and replacements of any kind.



 


	8.7	Transfer:
                                         This Agreement is binding to the parties hereto and their respective successors and permitted
                                         assigns. Without prior written consent from the other party, neither party may transfer,
                                         assign, pledge in any way, or dispose in any other manner of, all or part of its rights
                                         and interest and/or obligations hereunder.



 


	8.8	Counterparts:
                                         This Agreement may be executed in any number of counterparts, and all counterparts together
                                         constitute one and same agreement.



 


	8.9	Legal
                                         Relationship: The parties hereto contract as independent principals. Neither party
                                         is, nor can it represent to be, an agent of any other party or partner. Neither party
                                         has the right to bind the other party or cause any legal liability to the other party.



 


	8.10	Time
                                         Off-Essence: Time shall be of the essence in the performance by each party in the
                                         obligations hereunder.



 


	8.11	Third
                                         Party Rights: A person who is not a party to this Agreement shall have no right under
                                         the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong)
                                         to enforce any of its terms.



 


	9.	governing
                                         law and jurisdiction



 


	9.1	This
                                         Agreement is governed by and construed in accordance with the law of Hong Kong.



 


	9.2	Each
                                         party hereto irrevocably submits to the non-exclusive jurisdiction of the courts of Hong
                                         Kong.



 






    	 	8	 



     


    







 


Signature
page


 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.


 


	For
        and on behalf of

        ECoin
        Global Limited
	 
	 	 
	 	 
	Position:
    Director	 
	Witness: 	 


  


	For
    and on behalf of  

EC Power (Global) Technology Limited	 
	 	 
	 	 
	Position:
    Director	 
	Witness: 	 


 


 


9