Exhibit 10.1


 





SECURITIES PURCHASE AGREEMENT


 


This SECURITIES
PURCHASE AGREEMENT (this “Agreement”), dated as of March 12, 2018, by and between NF Energy Saving Corporation,
a Delaware corporation, having an address at Room 3106 Block C, 390 Qingnian Avenue, Heping District, Shenyang, P. R. China 110002
(the “Company”), and Yongquan Bi, ID number: 210211197807160031, having an address at 1-5-1 19 Wenxing Street,
Ganjingzi District, Dalian City, Liaoning Province, P. R, China (the “Purchaser”).


 


RECITALS


 


A. The Company has
authorized the sale and issuance of up to an aggregate of 500,000 shares of its common stock, par value $0.001 per share (the “Common
Stock”) for a purchase price of $1.00 per share.


 


B. The Company
and the Purchaser are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities
registration for offers and sales to investors that are not U.S. Persons (as that term is defined in Regulation S) pursuant to
Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”).


 


AGREEMENT


 


NOW, THEREFORE,
in consideration of the premises and the mutual covenants of the parties hereinafter expressed and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto, each intending to be legally bound, agree as follows:


 


ARTICLE I


PURCHASE AND SALE


 


1.1 Sale and Purchase
of Shares. Subject to the terms and conditions of this Agreement, the Purchaser agrees to purchase, and the Company agrees
to sell and issue, Five Hundred Thousand (500,000) shares of Common Stock (the “Shares”) at a price of US$1.00
per Share for an aggregate purchase price of Five Hundred Thousand United States Dollars (US$500,000) (the “Purchase Price”).


 


1.2 Payment of Purchase Price:
Issuance of Shares. Purchaser shall pay the Purchase Price in U.S. Dollars or the equivalent of RMB (based on USD:RMB
Exchange Rate then in effect) to an account designated by the Company within three (3) business days of the date hereof Upon
the Company’s receipt of the full Purchase Price from the Purchaser, the Company shall promptly, but in no later than fifteen
(15) business days, instruct its Transfer Agent to issue the Shares to the Purchaser.


 


 


 




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ARTICLE
II


PURCHASER’S REPRESENTATIONS
AND WARRANTIES 


 


The Purchaser hereby represents and warrants to the
Company that:


 


2.1 Investment
Purpose. The Purchaser is acquiring the Shares for its own account for investment only and not with a view towards, or for
resale in connection with, the public sale or distribution thereof, except pursuant to sales registered
or exempted under the Securities Act.


 


2.2 Experienced Investor. The Purchaser
is (i) experienced in making investments of the kind described in this Agreement, (ii) able, by reason of his business and financial
experience, to protect his own interests in connection with the transactions described in this Agreement, and (iii) able to afford
the loss of the entire Purchase Price.


 


2.3 Securities Act Exemption. The
Purchaser understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration
requirements of the Securities Act and United States state securities laws and that the Company is relying upon the truth and accuracy
of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the
Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire
the Shares.


 


2.4 Information. The Purchaser and
its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and
materials relating to the offer and sale of the Shares that have been requested by the Purchaser. The Purchaser and its advisors,
if any, have been afforded the opportunity to ask questions of the Company and have received complete and satisfactory answers
to any such inquiries.


 


2.5 High Risk Investment. The Purchaser
understands that its investment in the Shares involves a high degree of risk. The Purchaser understands that the investment in
the Shares may not provide any return and a return, if any, is likely to be well in the future.


 


2.6 No Governmental Review. The Purchaser
understands that no United States Federal or state governmental authority has passed on or made any recommendation or endorsement
of the Shares, or the fairness or suitability of the investment in the Shares, nor have such governmental authorities passed upon
or endorsed the merits of the offering of the Shares.


 


2.7 Authorization, Enforcement. This
Agreement has been duly and validly authorized, executed and delivered on behalf of the Purchaser and is a valid and binding agreement
of the Purchaser, enforceable in accordance with its terms, except as such enforceability may be limited by general principles
of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or
affecting generally, the enforcement of applicable creditors’ rights and remedies.


 


2.8 General
Solicitation. The Purchaser is not purchasing the Shares as a result of any advertisement, article, notice or other
communication regarding the Shares published in any 
newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general
solicitation or general advertisement.


 


 


 




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ARTICLE III


REPRESENTATIONS AND WARRANTIES
OF THE COMPANY


 


The Company hereby represents and warrants to the
Purchaser that:


 


3.1 Organization. The Company and
its subsidiaries are duly organized, validly existing and in good standing under the laws of the jurisdiction in which they are
incorporated. The Company has the full corporate power and authority to enter into and execute this Agreement and to perform all
of its obligations hereunder.


 


3.2 Binding Effect. This Agreement
has been duly and validly executed by the Company and constitutes the valid and legally binding agreement of the Company, enforceable
against the Company in accordance with its terms, except as such enforceability may be limited by general principles of equity
or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting
generally, the enforcement of applicable creditors’ rights and remedies.


 


3.3 Issuance of Shares. The Shares
are duly authorized and, upon issuance in accordance with the terms hereof, shall be duly issued, fully paid and non-assessable.


 


3.4 SEC Documents.
The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the
U.S Securities and Exchange Commission under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”)
(all of the foregoing filed within the two (2) years preceding the date hereof being hereinafter referred to as the “SEC
Documents”). The Company is current with its filing obligations under the Exchange Act and all SEC Documents have been filed
on a timely basis or the Company has received a valid extension of such time of filing and has filed any such SEC Document prior
to the expiration of ny such extension. The Company represents and warrants that true and complete copies of the SEC Documents
arc available on the SEC’s EDGAR website (https://www.sec.gov) at no charge to Purchaser, and Purchaser acknowledges
that he may retrieve all SEC Documents from such website and such access to the SEC Documents through such website shall constitute
delivery of the SEC Documents to the Purchaser. As of their respective dates, the SEC Documents complied in all material respects
with the requirements of the Exchange Act.


 


ARTICLE IV


COVENANTS


 


4.1 Transfer
Restrictions. The Purchaser acknowledges that (1) the Shares have not been and are not being registered under the
provisions of the Securities Act, and may not be transferred unless (A) subsequently registered thereunder or (B) the
Purchaser shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to
the Company, to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from
such registration; (2) any sale of the Securities made in reliance on Regulation S promulgated under the Securities Act may
be made only in accordance with the terms of said Regulation; and (3) the Company is under no obligation to register the
Shares under the Securities Act or to comply with the terms and conditions of any exemption thereunder or under U.S. state
securities laws.


 


 


 




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4.2 Restrictive Legend. The Purchaser
acknowledges and agrees that the certificates and other instruments representing any of the Shares shall bear a restrictive legend
in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securities):


 


THESE SECURITIES WILL BE
OFFERED ONLY OUTSIDE OF THE UNITED STATES TO NON-U.S. PERSONS PURSUANT TO THE PROVISIONS OF REGULATION S OF THE U.S. SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND
MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY
TO THE CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.


 


ARTICLE V

LIABILITY 


 


5.1 If either party fails to perform or
materially violates any provision of this Agreement, the breaching party shall indemnify the non-breaching party for all economic
losses. Except as otherwise provided for in this Agreement, the non-breaching party shall have the right to request the termination
of this Agreement and to claim indemnification from the breaching party for all economic losses incurred thereby.


 


ARTICLE VI


CONFIDENTIALITY


 


6.1 Without the written consent of the other
party, either party shall not disclose to any third-party the business secrets of the other party acquired in the process of implementing
this Agreement or related information, nor the content of this Agreement and any related documents may be disclosed to any third
party, except as required by laws and regulations, including the rules and regulations of the U.S. Securities and Exchange Commission.


 


6.2 The confidentiality clause shall be
an independent clause which shall be valid, whether this Agreement is signed, altered, rescinded or terminated.


 


ARTICLE VII


GOVERNING LAW; DISPUTE RESOLUTION


 


7.1 The conclusion, validity, interpretation,
termination and dispute settlement of this Agreement shall be governed by the laws of the People’s Republic of China.


 


 


 




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7.2
All disputes arising out of or in connection with this Agreement shall be settled by both parties in good faith through bona fide
negotiation. If no agreement can be reached, either party shall have the right to resolve such dispute by submitting it to the
Dalian intermediate people’s court for settlement.


 


ARTICLE VIII


MISCELLANEOUS 


 


8.1 Entire Agreement. This Agreement
sets forth all the promises, covenants, agreements, conditions and understandings between the parties hereto with respect to the
subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements or conditions, expressed
or implied, oral or written.


 


8.2 Successors and Assigns. This
Agreement, and any and all rights, duties and obligations hereunder, shall not be assigned, transferred, delegated or sublicensed
by any party without the prior written consent of the other party.


 


8.3 Binding Effect. This Agreement
shall be binding upon the parties hereto, their respective successors and permitted assigns.


 


8.4 Amendment. No provision of this
Agreement may be amended other than by an instrument in writing signed by the Company and the Purchaser.


 


8.5 Execution. This Agreement may
be executed in one or more counterparts, all of which taken together shall be deemed and considered one and the same Agreement,
and same shall become effective when counterparts have been signed by each party and each party has delivered its signed counterpart
to the other party.


 


8.6 Severability. If any one of the
provisions contained in this Agreement, for any reason, shall be held invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall remain in full
force and effect and be construed as if the invalid, illegal or unenforceable provision had never been contained herein.


 


8.7 No Third Party Beneficiaries.
This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is
not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


8.8 Force Majeure. If either party
fails to fulfill its obligations hereunder and such failure is due to an act of God, or other circumstances beyond its reasonable
control, including but not limited to fire, flood, civil commotion, riot, war, revolution, or embargoes, then said failure shall
be excused for the duration of such event and for such a time thereafter as is reasonable to enable the parties to resume performance
under this Agreement.


 


[SIGNATURES ON THE FOLLOWING PAGE]


 


 


 




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IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed as of the date and year set forth above.


 


	 	COMPANY
	 	 
	 	NF ENERGY SAVING CORPORATION
	 	 	 
	 	By:	/s/ Gang Li
	 	 	Name: Gang Li
	 	 	Title: Chief Executive Officer
	 	 	 
	 	PURCHASER:
	 	 	 
	 	By:	/s/ Yongquan Bi
	 	 	Name: Yongquan Bi