Exhibit 10.1


 


EMPLOYMENT AGREEMENT


 


This
EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of November 15,
2019 by and between Jinxuan Coking Coal Ltd., a company incorporated and existing under the laws of the Cayman Islands
(the “Company”), and Yajun Shi, an individual (the “Officer”). The
term “Company” as used herein with respect to all obligations of the Officer hereunder shall be deemed to include the
Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent
companies (collectively, the “Group”).


 


RECITALS


 


The
Company desires to employ the Officer and to assure itself of the services of the Officer during the term of Employment (as defined
below).


 


The
Officer desires to be employed by the Company during the term of Employment and upon the terms and conditions of this Agreement.


 


AGREEMENT


 


The parties hereto
agree as follows:


 


		1.	POSITION


 


The Officer hereby accepts
a position of Chief Financial Officer of the Company (the “Employment”).


 


		2.	TERM


 


Subject
to the terms and conditions of this Agreement, the initial term of the Employment shall be three years, commencing on November
15, 2019 (the “Effective Date”), unless terminated earlier pursuant
to the terms of this Agreement. Upon expiration of the three-year term, the Employment shall be automatically extended for successive
one -year terms unless either party gives the other party hereto a three-month prior written notice to terminate the Employment
prior to the expiration of such one-year term or unless terminated earlier pursuant to the terms of this Agreement.


 


		3.	PROBATION


 


No probationary period.


 


		4.	DUTIES
AND RESPONSIBILITIES


 


The
Officer’s duties at the Company will include all jobs assigned by the Company’s Board of Directors (the “Board”).


 


The
Officer shall devote all of his working time, attention and skills to the performance of his duties at the Company and shall faithfully
and diligently serve the Company in accordance with this Agreement, the Memorandum and Articles of Association of the
Company (the “Articles of Association”), and the guidelines, policies and procedures of the Company approved
from time to time by the Board.


 



     


     


    

 





		5.	NO
BREACH OF CONTRACT


 


The
Officer shall use his best efforts to perform his duties hereunder. The Officer shall not, without prior consent of the Board,
become an employee of any entity other than the Company and any subsidiary or affiliate of the Company, and shall not be concerned
or interested in any business or entity that directly or indirectly competes with the Group (any such business or entity, a “Competitor”),
provided that nothing in this clause shall preclude the Officer from holding shares or other securities of any Competitor that
is listed on any securities exchange or recognized securities market anywhere, provided however, that the Officer
shall notify the Company in writing prior to his obtaining a proposed interest in such shares or securities in a timely manner
and with such details and particulars as the Company may reasonably require. The Company shall have the right to require the
Officer to resign from any board or similar body which he may then serve if the Board reasonably determines in writing that the
Officer’s service on such board or body interferes with the effective discharge of the Officer’s duties and responsibilities
to the Company or that any business related to such service is then in competition with any business of the Company or any of its
subsidiaries or affiliates.


 


The
Officer hereby represents to the Company that: (i) the execution and delivery of this Agreement by the Officer and the performance
by the Officer of the Officer’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of
any other agreement or policy to which the Officer is a party or otherwise bound, except for agreements that are required to be
entered into by and between the Officer and any member of the Group pursuant to applicable law of the jurisdiction where the Officer
is based, if any; (ii) that the Officer has no information (including, without limitation, confidential information and trade
secrets) relating to any other person or entity which would prevent, or be violated by, the Officer entering into this Agreement
or carrying out his duties hereunder; (iii) that the Officer is not bound by any confidentiality, trade secret or similar
agreement (other than this) with any other person or entity except for other member(s) of the Group, as the case may be.


 


		6.	LOCATION


 


The
Officer will be based in the People’s Republic of China, until both parties hereto agree to change otherwise. The Officer
acknowledges that he may be required to travel from time to time in the course of performing his duties for the Company.


 


		7.	COMPENSATION AND BENEFITS



 


(a)       Compensation. The
Officer’s cash compensation (inclusive of the statutory welfare reserves that the Company is required to set aside for the
Officer under applicable law) shall be provided by the Company in a separate schedule A attached herein (“Schedule A”)
or as specified in a separate agreement between the Officer and the company’s designated subsidiary or affiliated entity,
subject to annual review and adjustment by the Company or the compensation committee of the Board. The cash compensation may
be paid by the Company, a subsidiary or affiliated entity or a combination thereof, as designated by the Company from time to time.


 


(b)       Equity
Incentives. To the extent the Company adopts and maintains a share incentive plan, the Officer will be eligible to participate
in such plan pursuant to the terms thereof.


 


(c)       Benefits. The
Officer is eligible for participation in any standard employee benefit plan of the Company that currently exists or may be adopted
by the Company in the future, including, but not limited to, any retirement plan, life insurance plan, health insurance plan and
travel/holiday plan.






     


     


    

 


		8.	TERMINATION OF THE AGREEMENT



 


(a)       By
the Company. The Company may terminate the Employment for cause, at any time, without notice or remuneration, if the Officer
(1) commits any serious or persistent breach or non-observance of the terms and conditions of your employment; (2) is
convicted of a criminal offence other than one which in the opinion of the Board does not affect the Officer’s position as
an employee of the Company, bearing in mind the nature of your duties and the capacity in which the Officer is employed; (3) willfully
disobeys a lawful and reasonable order; (4) misconducts himself and such conduct being inconsistent with the due and faithful
discharge of the Officer’s material duties; (5) is guilty of fraud or dishonesty; or (6) is habitually neglectful
in his duties. The Company may terminate the Employment without cause at any time with a three-month prior written notice to the
Officer or by payment of three months’ salary in lieu of notice.


 


(b)       By
the Officer. The Officer may terminate the Employment at any time with a three-month prior written notice to the Company
or by payment of three months’ salary in lieu of notice. In addition, the Officer may resign prior to the expiration
of the Agreement if such resignation or an alternative arrangement with respect to the Employment is approved by the Board.


 


(c)       Notice
of Termination. Any termination of the Officer’s employment under this Agreement shall be communicated by written
notice of termination from the terminating party to the other party. The notice of termination shall indicate the specific
provision(s) of this Agreement relied upon in effecting the termination.


 


		9.	CONFIDENTIALITY AND NONDISCLOSURE



 


(a)       Confidentiality
and Non-disclosure. The Officer hereby agrees at all times during the term of his employment and after termination, to
hold in the strictest confidence, and not to use, except for the benefit of the Group, or to disclose to any person, corporation
or other entity without written consent of the Company, any Confidential Information. The Officer understands that “Confidential
Information” means any proprietary or confidential information of the Group, its affiliates, their clients, customers
or partners, and the Group’s licensors, including, without limitation, technical data, trade secrets, research and development
information, product plans, services, customer lists and customers (including, but not limited to, customers of the Group on whom
the Officer called or with whom the Officer became acquainted during the term of his employment), supplier lists and suppliers,
software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information,
personnel information, marketing, finances, information about the suppliers, joint ventures, licensors, licensees, distributors
and other persons with whom the Group does business, information regarding the skills and compensation of other employees of the
Group or other business information disclosed to the Officer by or obtained by the Officer from the Group, its affiliates, or their
clients, customers or partners either directly or indirectly in writing, orally or by drawings or observation of parts or equipment,
if specifically indicated to be confidential or reasonably expected to be confidential. Notwithstanding the foregoing, Confidential
Information shall not include information that is generally available and known to the public through no fault of the Officer.


 


(b)       Company
Property. The Officer understands that all documents (including computer records, facsimile and e-mail) and
materials created, received or transmitted in connection with his work or using the facilities of the Group are property of the
Group and subject to inspection by the Group, at any time. Upon termination of the Officer’s employment with the Company
(or at any other time when requested by the Company), the Officer will promptly deliver to the Company all documents and materials
of any nature pertaining to his work with the Company and will provide written certification of his compliance with this Agreement.
Under no circumstances will the Officer have, following his termination, in his possession any property of the Group, or any documents
or materials or copies thereof containing any Confidential Information.






     


     


    

 


(c)       Former
Employer Information. The Officer agrees that he has not and will not, during the term of his employment, (i) improperly
use or disclose any proprietary information or trade secrets of any former employer or other person or entity with which the Officer
has an agreement or duty to keep in confidence information acquired by Executive, if any, or (ii) bring into the premises
of the Group any document or confidential or proprietary information belonging to such former employer, person or entity unless
consented to in writing by such former employer, person or entity. The Officer will indemnify the Group and hold it harmless
from and against all claims, liabilities, damages and expenses, including reasonable attorneys’ fees and costs of suit, arising
out of or in connection with any violation of the foregoing.


 


(d)       Third
Party Information. The Officer recognizes that the Group may have received, and in the future may receive, from third
parties their confidential or proprietary information subject to a duty on the Group’s part to maintain the confidentiality
of such information and to use it only for certain limited purposes. The Officer agrees that the Officer owes the Group and
such third parties, during the Officer’s employment by the Company and thereafter, a duty to hold all such confidential or
proprietary information in the strictest confidence and not to disclose it to any person or firm and to use it in a manner consistent
with, and for the limited purposes permitted by, the Group’s agreement with such third party.


 


This
Section 9 shall survive the termination of this Agreement for any reason. In the event the Officer breaches this Section 9,
the Company shall have right to seek remedies permissible under applicable law.


 


		10.	WITHHOLDING
TAXES


 


Notwithstanding
anything else herein to the contrary, the Company may withhold (or cause there to be withheld, as the case may be) from any amounts
otherwise due or payable under or pursuant to this Agreement such national, provincial, local or any other income, employment,
or other taxes as may be required to be withheld pursuant to any applicable law or regulation.


 


		11.	NOTIFICATION
OF NEW EMPLOYER


 


In
the event that the Officer leaves the employ of the Company, the Officer hereby grants consent to notification by the Company to
his new employer about his rights and obligations under this Agreement.


 


		12.	ASSIGNMENT


 


This
Agreement is personal in its nature and neither of the parties hereto shall, without the consent of the other, assign or transfer
this Agreement or any rights or obligations hereunder; provided, however, that (i) the Company may assign or transfer
this Agreement or any rights or obligations hereunder to any member of the Group without such consent, and (ii) in the event
of a merger, consolidation, or transfer or sale of all or substantially all of the assets of the Company with or to any other individual(s) or
entity, this Agreement shall, subject to the provisions hereof, be binding upon and inure to the benefit of such successor and
such successor shall discharge and perform all the promises, covenants, duties, and obligations of the Company hereunder.


 


		13.	SEVERABILITY


 


If
any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or
applications of this Agreement which can be given effect without the invalid provisions or applications and to this end the provisions
of this Agreement are declared to be severable.






     


     


    

 


		14.	ENTIRE
AGREEMENT


 


This
Agreement constitutes the entire agreement and understanding between the Officer and the Company regarding the terms of the Employment
and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter, other than any such agreement
under any employment agreement entered into with a subsidiary of the Company at the request of the Company to the extent such agreement
does not conflict with any of the provisions herein. The Officer acknowledges that he has not entered into this Agreement
in reliance upon any representation, warranty or undertaking which is not set forth in this Agreement. Any amendment to this
Agreement must be in writing and signed by the Officer and the Company.


 


		15.	REPRESENTATIONS


 


The
Officer hereby agrees to execute any proper oath or verify any proper document required to carry out the terms of this Agreement.
The Officer hereby represents that the Officer’s performance of all the terms of this Agreement will not breach any agreement
to keep in confidence proprietary information acquired by the Officer in confidence or in trust prior to his employment by the
Company. The Officer has not entered into, and hereby agrees that he will not enter into, any oral or written agreement in conflict
with this Section 18. The Officer represents that the Officer will consult his own consultants for tax advice and is not relying
on the Company for any tax advice with respect to this Agreement or any provisions hereunder.


 


		16.	GOVERNING
LAW


 


This Agreement shall be
governed by and construed in accordance with the laws of the State of New York.


 


		17.	ARBITRATION


 


Any
dispute arising out of, in connection with or relating to, this Agreement shall be resolved through arbitration pursuant to this
Section 20. The arbitration shall be conducted in Hong Kong under the auspices of the Hong Kong International Arbitration
Centre (the “Centre”) in accordance with the rules of the United Nations Commission of International Trade Law (“UNCITRAL
Rules”) in effect at the time of the arbitration. There shall be one arbitrator. The award of the arbitration tribunal shall
be final and binding upon the disputing parties, and any party may apply to a court of competent jurisdiction for enforcement of
such award.


 


		18.	AMENDMENT


 


This
Agreement may not be amended, modified or changed (in whole or in part), except by a formal, definitive written agreement expressly
referring to this Agreement, which agreement is executed by both of the parties hereto.


 


		19.	WAIVER


 


Neither
the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate
as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further
exercise of the same or of any right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege
with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No
waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.


 



     


     


    

 





		20.	NOTICES


 


All
notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be
deemed to have been duly given and made if (i) delivered by hand, (ii) otherwise delivered against receipt therefor,
or (iii) sent by a recognized courier with next-day or second-day delivery to the last known address of the other party.


 


		21.	COUNTERPARTS


 


This
Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature
appears thereon, and all of which together shall constitute one and the same instrument. This Agreement shall become binding when
one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon
as the signatories. Photographic copies of such signed counterparts may be used in lieu of the originals for any purpose.


 


		22.	NO
INTERPRETATION AGAINST DRAFTER


 


Each
party recognizes that this Agreement is a legally binding contract and acknowledges that such party has had the opportunity to
consult with legal counsel of choice. In any construction of the terms of this Agreement, the same shall not be construed
against either party on the basis of that party being the drafter of such terms. The Officer agrees and acknowledges that
he has read and understands this Agreement, is entering into it freely and voluntarily, and has been advised to seek counsel prior
to entering into this Agreement and has ample opportunity to do so.


 


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IN WITNESS WHEREOF, this Agreement
has been executed as of the date first written above.


 


	Jinxuan Coking Coal Ltd. 
	 	 
	 	 
	By:	 	
        /s/Xiangyang Guo 

	 	 	 
	Name:	 	Xiangyang Guo
	 	 	 
	Title:	 	Chief Executive Officer


 


 


Officer





 


 


	Signature:	 	
        /s/ Yajun Shi 

	 	 	 
	Name:	 	Yajun Shi


 


 


[Signature Page to
Employment Agreement]


 



     


     


    




 


Schedule A


 


Annual compensation to Mr. Shi is RMB103,200, to be paid monthly
in arrears as determined by the Company.