Exhibit
10.2 


 


 


 


Equity
Acquisition Agreement 


 


of



 


AGM
Global asset management ltd.


 


By
and between


 


AGM
Group Holdings, Inc.


 


and


 


Alpha
Growth Management Co.,Ltd.


 




    


     


    



 


Contents


 


	SECTION	PAGE
	 	 
	SECTION
    1   EQUITY ACQUISITION	1
	 	 
	SECTION
    2   PRICE AND PAYMENT	1
	 	 
	SECTION
    3    PREREQUISITE	2
	 	 
	SECTION
    4   DEAL     CLOSE	2
	 	 
	SECTION
    5   APPROVAL	2
	 	 
	SECTION
    6   WARRANTY	2
	 	 
	SECTION
    7   TRANSFER EXPENSE AND TAX	3
	 	 
	SECTION
    8   LITIGATION AND ABIDE BY THE LAW	3
	 	 
	SECTION
    9  RESPONSIBILITY	4
	 	 
	SECTION
    10 TRANSFER	4
	 	 
	SECTION
    11 CONFIDENTIALITY	5
	 	 
	SECTION
    12 GOVERNING LAW AND SETTLEMENT OF DISPUTES	5


 




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This
Equity Acquisition Agreement (“this Agreement”) is made on this day of May [   ], 2018 by the Parties as follows:


 


		(1)	AGM
                                         Group Holdings, Inc. (“the Buyer”), an entity established and existing under
                                         the laws of British Virgin Islands, with its registered address at OMC Chambers, Wickhams
                                         Cay 1, Road Town, Tortola, British Virgin Islands; and



 


		(2)	Alpha
                                         Growth Management Co., Ltd. (“the Seller”), an entity established and existing
                                         under the laws of British Virgin Islands, with its registered address at OMC Chambers,
                                         Wickhams Cay 1, Road Town, Tortola, British Virgin Islands.



 


		(3)	AGM
                                         Global Asset Management Ltd. (the “Target Company”), is an entity established
                                         and existing under the laws of Cayman, the registered number of the company with the
                                         Company Registry is 325559, with its registered address is Harneys Services (Cayman)
                                         Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman
                                         KY1-1002, Cayman Islands. The Seller in accordance with Securities Investment Business
                                         Law of Cayman holds 100% of equity of the Target Company and Cayman fund management licence:
                                         SIBL License, the number of the license is 1423520. 



 


Whereas:


 


The
Buyer desires to, in accordance with this Agreement, acquire 100% of equity that the Seller holds in the Target Company (the “Target
Equity”), and the Seller also agrees to sell the Target Equity in accordance with this Agreement.


 


Now,
therefore, in consideration of the premises and of the covenants, representations, warranties and agreements herein contained,
the Parties have reached the following agreement:


 


SECTION
1 EQUITY ACQUISITION


 


The
Buyer agrees to acquire the Seller’s Target Equity and the Seller agrees to sell the Target Equity to the Buyer (the “Deal”),
and the Target Equity is without any rights burden. The Buyer shall be entitle to all rights and obligations under Shareholder
Agreement and Article of Association of the Seller(include any amendment made from time to time) upon the completion of acquisition
of Target Equity in accordance with this Agreement.


 


SECTION
2PRICE AND PAYMENT


 


2.1
In consideration of the estimated value of the Seller’s 100% equity is US$22,635, the transfer price of the Target Equity
shall be US$22,635 (the “Transfer Price”).


 


2.2
The Buyer shall pay the Transfer Price in available cash to the Seller’s designated bank account. A 50% initial payment
shall be paid by the Buyer to the designated bank account of the Seller’s prior shareholder within five working days upon
the signing of this Agreement. and the remaining 50% shall be paid to the designated bank account of the Seller’s prior
shareholder after the approval by Cayman Registration Office and completion of the transfer procedure.


 






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SECTION
3 PREREQUISITE


 


3.1
The deal close shall be dependent on each of the following prerequisite:


 


3.1.1
The application of equity transfer is approved and the Buyer has the right to own 100% of the registered capital of the Target
Company in accordance with the approval by the competent Cayman Registration Office; and


 


3.1.2
The modified Article of Association (the “modified Article of Association”) has been registered with the competent
Cayman Registration Office and the modified Article of Association shall specify that the Buyer owns the corresponding rights
that the Seller owns in the Company.


 


3.2
Each Party shall provide and sign any and all documents required by the Law of Cayman and government agencies and shall take all
necessary and proper action to ensure that the prerequisites specified by Section 3.1 are met as soon as practicable.


 


SECTION
4 DEAL CLOSE


 


4.1
The deal close shall take place at the place agreed upon by the Parties on the first business day of after the prerequisites are
satisfied.


 


		4.2	Upon
                                         the deal close, the Buyer and the Seller shall deliver the following documents:



 


4.2.1
Equity change registration form provided by the by Cayman Registration Office, new Article of Association and Certificate of Incorporation
after the equity change, such documents shall satisfy the Buyer; and


 


4.2.2
Any other documents necessary for the deal close and the document form and content shall be reasonably accepted by the Buyer.


  


SECTION
5 APPROVAL


 


Both
Parties agree that upon signing of this Agreement and the Seller received the initial payment of 50% of the Transfer Price paid
by the Buyer, the deal shall be reported to Cayman Registration Office for the examination and approval.


 


SECTION
6 WARRANTY


 


6.1
The Seller warrants that:


 


		(a)	The
                                         Seller is a limited liability company established and existing under the laws of BVI;



 


		(b)	The
                                         seller has full capacity for civil conduct, and be able to enjoy civil rights and assume
                                         civil obligations, and has the right, power and authorization to sign and deliver this
                                         Agreement and each document signed on or prior to this date of the deal close, and the
                                         Seller is able to exercise its rights and perform its obligation under this Agreement
                                         and, and all necessary action has been taken by the Seller for this purpose.



 






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		(c)	The
                                         obligation of the Seller under this Agreement shall be valid and binding and the Buyer
                                         is entitle to demand the Seller to perform this Agreement in accordance the provisions
                                         herein; and



 


		(d)	The
                                         Seller is the legal and beneficial owner of the Target Equity, and no right burden is
                                         affixed to the Target Equity.



 


6.2
The Seller warrants to the Buyer that all warranties are true, accurate, complete and no misleading on the date of signing this
Agreement and on the date of the deal close.


 


6.3
The Seller warrants to the Buyer that after the completion of the Target Equity, the existing directors will remain under the
name of the Target Company.


 


6.4
Any claim, expense and responsibility directly or indirectly incurred due to the inconsistent with any such warranties or violation
of such warranties, the Seller shall indemnify the Buyer from any loss.


 


6.5
The Buyer warrants to the Seller that the existing management structure and employee will remain unchanged and recruit relevant
capable personnel engaged in relevant business.


 


6.6
The Buyer warrants to the Seller that any unfinished business prior to acquisition of the Target Equity shall continue to maintain
independent operation and accounting after the deal close, and the Buyer shall not be entitle to any audited asset and cash in
the Seller’s bank account, any fund products under the operation shall be retain and the returns of any fund shall be executed
in accordance with the original Subscription Agreement. Any income distribution relating to any new business initiated or introduced
by the Seller shall be separately agreed upon by the Buyer and the Seller.


 


SECTION
7 TRANSFER EXPENSE AND TAX


 


7.1
Unless otherwise provided in this Agreement, each party shall pay its respective expense and tax in relation to its negotiation,
preparation, signing and performance of this Agreement and other relevant documents.


 


7.2
The Seller is responsible to pay any agent fee and any charges from regulator and registration authority. The Buyer promises to
pay the Company up to US$5,000 of declaration fee and reasonable expense in relation to this acquisition at the deal close.


 


SECTION
8 LITIGATION AND DISCIPLINE


 


8.1
Litigation


 


		(a)	The
                                         company has not involved in (whether as a plaintiff or defendant) any civil, criminal,
                                         arbitration, administrative or other process, nor any person may be act on its behalf
                                         to bear the responsibility involved in such process, and no lawsuit or such process is
                                         pending.



 


		(b)	No
                                         facts or circumstances may cause the Company or cause any person might be act on its
                                         behalf involves any civil, criminal arbitration, administrative or other process.



 


		(c)	No
                                         lawsuit, arbitration or other legal or governmental proceeding is pending pertaining
                                         to the Company or any person might be act on its behalf.



 






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8.2
Abide by the law


 


The
company operates its business in all material aspects in accordance with all applicable law of Cayman (including its business
license).


 


8.3
Investation


 


No
investigation, inquiry or disciplinary procedure carried out by government agency on the Company, and no such procedure is pending
or may be filed.


 


SECTION
9 RESPONSIBILITY


 


9.1
Debt


 


Except
disclosed in the accounts, the Target Company has no outstanding loan or debt as a third party of creditor, nor agree to any such
loan or debt.


 


9.2
Guarantee


 


		(a)	The
                                         company never undertakes the obligation to guarantee others or other guarantee responsibility.



 


		(b)	The
                                         company's loan or any part of the debt never depends on others to provide warranty or
                                         guarantee.



 


9.3
Event of Default


 


No
following event happened, and no one claimed the following event happened:


 


		(a)	Any
                                         event of default under any agreement in relation to any loan or debt, or any other event
                                         may give rise to repayment obligations under the agreement (or with the notice sent or
                                         the passage of time (or a combination of both) results in the above event happed); or



 


		(b)	Any
                                         event that will lead to the guarantee of the Company's load or debt to be enforced (or
                                         with the notice sent or the passage of time (or a combination of both) results in the
                                         above event happed).



 


SECTION
10 TRANSFER


 


Without
prior written consent of any party, either party shall not transfer or grant or attempt to transfer or grant its any rights or
obligations under this Agreement.


 






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SECTION
11 CONFIDENTIALITY


 


12.1
confidentiality obligations


 


Prior
to and after the deal close, each Party shall:


 


		(a)	not
                                         use or disclose any confidential information to any person (except the information necessary
                                         in the Company’s normal business prior to the deal close);



 


		(b)	make
                                         its best efforts to prevent the use or disclose any confidential information (except
                                         in the case of Section 12.1.1);



 


		(c)	ensure
                                         any affiliates of both the Buyer and the Seller abide by the provisions 12.1.1
                                         and 12.1.2.



 


11.2
Exceptions


 


The
provision of Section 12.1 above shall not apply to information that:


 


		(a)	is
                                         or becomes public knowledge otherwise than through breach of Confidentiality);



 


		(b)	is
                                         disclosed to any director and manager of the Buyer or the Seller (such person need to
                                         known such confidential information to perform their responsibilities);



 


		(c)	disclosed
                                         to any governmental authority in accordance with the applicable laws and regulatory rules
                                         of any kind, however, the premise that makes such disclosure, in practical situations,
                                         should be in consultation with the Buyer, and considering the Buyer’s reasonable
                                         request about the time of disclosure, disclosure content and form of making or sending
                                         the disclosure;



 


SECTION
12 GOVERNING LAW AND SETTLEMENT OF DISPUTES


 


12.1
This Agreement shall be governed by the laws of BVI.


 


12.2
In the event of any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or
invalidity hereof, such dispute shall be settled by the competent BVI court in accordance with applicable rules and regulations.


 




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In
witness whereof, each of the Parties hereto has caused this Agreement to be executed by its duly authorized representative on
the date first set forth above.


 


AGM
Group Holdings, Inc.


 


 /s/
Zhentao Jiang


 






Authorized
Representative


 





	Alpha
        Growth Management Co., Ltd.	 	 
	 	 	 
	 /s/ Wenjie Tang



	 	 
	Authorized
        Representative	 	 



 


 


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