Exhibit 10.1








 


Share Pledge Agreement


 


THIS SHARE PLEDGE AGREEMENT
(this “Agreement”), dated as of September 8, 2016 (the “Effective Date”), is entered into by and between
China Ginseng Holdings, Inc. (“Pledgor”), Changchun City Langyin Small Loan Co., Ltd. (former name: Changchun City
Jikailong Small Loan Co., Ltd.) (the “Creditor”), and Changzhen Liu, Jilin Huamei Beverage Co., Ltd., Huaxia Ginseng
Industry Co., Ltd. (each a “Debtor” and together, the “Debtors”).


 


During the period from
April 2013 to July 2014, Changzhen Liu, Jilin Huamei Beverage Co., Ltd., and Jilin Huaxia Ginseng Industry Co., Ltd. (hereinafter
the “Debtors”) on behalf of China Ginseng Holdings Inc., borrowed from the Creditor, on behalf of the Pledgor, certain
loans that as of June 1, 2016, the aggregate amount of outstanding principal and interest is RMB 37 million (the “Total Outstanding
Balance”). The parties hereto hereby agree as follows:


 


The Creditor agrees to
extend the due date of the Total Outstanding Balance to March 31, 2017 (the “Maturity Date”), and as a consideration,
the Pledgor agrees to pledge 10 million restricted shares of common stock of Pledgor (the “Shares”), to the Creditor,
at market value of $0.4 per share, an equivalent to RMB 26.6 million (the “Secured Loan”), based upon an exchange rate
of 1 USD to 6.65 RMB on the Effective Date.


 


If the Pledgor fails to
repay in full upon the Maturity Date under the terms above (the “Default”), a percentage of the Shares, in proportion
to the outstanding amount in default, will be issued by the Pledgor to the Creditor. The amount of RMB 26.6 million of Secured
Loan will be deducted from the Total Outstanding Balance.


 


In the event of Default,
the Shares to be issued will be issued pursuant to Regulation S under the Securities Act of 1933, as amended, and as such, shall
be restricted. Each certificate representing the Shares shall be endorsed with the following legends, in addition to any other
legend required to be placed thereon by applicable federal or state securities laws:


 


“THE SECURITIESARE
BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE
SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES
ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT.”


 


“TRANSFER OF THESE
SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES
ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH
THE SECURITIES ACT.”


 


In this Agreement and
Addendum A, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S promulgated under the 1933
Act and for the purpose of the Agreement includes any person in the United States.


 




     


     


    

  


The Creditor agrees to be subject to the representation
and warranties attached as Addendum A, and such distribution limitations under the Regulation S of the Securities Act, as amended.


 


[Signature Page Follows]


 




     


     


    

  


IN WITNESS WHEREOF, Pledgor, Creditor and Debtors
have duly executed this Share Pledge Agreement as of the day and year first above written.


 


Creditor:


 


Changchun City Langyin Small Loan
Co., Ltd.


/s/ Xiaochuang Liu


Name: Xiaochuang Liu


Title: Legal Representative


 


Debtors:


 


Jilin Huamei Beverage Co.,
Ltd.


/s/ Changzhen Liu


Name:
Changzhen Liu


Title: Legal Representative


 


Jilin Huaxia Ginseng Industry
Co., Ltd.


/s/ Changzhen Liu


Name:
Changzhen Liu


Title: Legal Representative


 


Changzhen Liu


/s/ Changzhen Liu


 


Pledger:


China Ginseng Holdings
Inc.


/s/ Long He


Name:
Long He


Title: Chief Executive Officer


 




     


     


    

  


Addendum A


NON U.S. PERSON REPRESENTATIONS AND ACKNOWLEDGEMENT
FORM


 


Name of Recipient:
______________________


 


CHINA GINSENG HOLDINGS INC.


 


Ladies and Gentlemen:


 


		1.	Acquirer. I (sometimes referred to herein as the "Acquirer") hereby agree
to acquire the Shares pursuant to Regulation S from China Ginseng Holdings Inc. (the "Company”), on the terms and conditions
described herein.



 


		2.	Disclosure. (a) I understand that this issuance of Shares is made outside the United
States and may not be made to any “U.S. person” as defined in Rule 902(k) under the Securities Act of 1933, as amended
(“Securities Act”) (a “Non-U.S. Person”); (b) The Company may not register any transfer of the Shares not
made in accordance with Regulation S of the Securities Act (“Regulation S”), pursuant to registration under the Securities
Act, or pursuant to an available exemption to registration; provided, however, that if the Shares are in bearer form or foreign
law prevents the Company from refusing to register the Shares transfers, other reasonable procedures are implemented to prevent
any transfer of the Shares not made in accordance with the Provisions of Regulation S.



 


		3.	Acquirer Representations and Warranties. I acknowledge, represent and warrant to,
and agree with, the Company as follows:



 


		(a)	(i) my principal address is outside the United States, (ii) I was located outside the United States
at the time any offer to buy the Shares was made to me and at the time that the buy order was originated by me, and (iii) I am
not a “U.S. person” (as defined in Rule 902(k) under the Securities Act;



 


		(b)	Any Acquirer of the Shares by me will be for my own account or for the account of one or more other
Non U.S. Persons located outside of the United States at the time any offer to buy the Shares was made and at the time that the
buy order was originated by me;



 




     


     


    

  


		(c)	I and any accounts for which I am acting are acquiring the Shares for investment purposes and not
with a view to distribution thereof or with any present intention of offering or selling any of the Shares in violation of the
Securities Act;



 


		(d)	I will not engage in hedging transactions involving the Shares unless in compliance with the Securities
Act;



 


		(e)	I understand that the Shares are being offered in a transaction not involving any public offering
within the United States within the meaning of the Securities Act and that the Shares have not been registered under the Securities
Act and that the Shares will bear the following legend:



 


THE SHARES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED. THE SHARES WERE ISSUED IN A TRANSACTION
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PURSUANT TO REGULATION S PROMULGATED UNDER IT. THE SHARES MAY NOT
BE OFFERED OR SOLD IN THE UNITED STATES UNLESS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
TRANSFERS OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANE WITH THE PROVISIONS OF REGULATION
S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. FURTHER, HEDGING
TRANSACTIONS WITH REGARD TO THE SHARES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.


 


		(f)	I agree to resell the Shares only in accordance with the provisions of Regulation S pursuant to
registration under the Securities Act, or pursuant to an available exemption from registration;



 


		(g)	I acknowledge that you, the Company and others will rely upon my confirmation, acknowledgments
and agreements set forth herein and I agree to notify you promptly if any of my representations or warranties herein cease to be
accurate and complete; and



 




     


     


    

  


		(h)	I understand that the Company is entitled to rely upon this Acknowledgment and is irrevocably authorized
to produce this Acknowledgment or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.



 


Date:


 


__________________________


Recipient Signature


 


___________________________


Recipient Name (Please print)


 


Address to which correspondence should be directed:


 


______________________________________________________


 


_______________________________________________________