Exhibit 10.1


 


编号:2019022201







 





 



 


Letter of
Intent of Equity Acquisition


 


Party A: Shenzhen AnGaoMeng Financial Technology
Service Co., Ltd.


 


Legal Representative: Jiang Zhentao


 


Party B: Yushu Kingo City Real Estate Development
Co., Ltd.


 


Legal Representative: Li Bo


 


Whereas:


 


1. Party A is an entity established and
existing under the laws of China, and is a wholly-owned subsidiary of AGM Group Holdings, Inc., a NASDAQ listed company.


 


2. Party B is an entity established and
existing under the laws of China.


 


3. Party A intents to acquire 100% of Party
B’s equity, and all shareholders of Party B has authorized the legal representative of Party B to sign the letter intent
of acquisition and the final acquisition agreement.


 


4. After friendly consultations, Party
A and Party B have agreed to equity acquisition as follows:


 


Section 1 Description of Party B


 


Party B (Business Registration No.: 220182000017513),
a limited liability company, was established on December 18, 2013 with a registered capital of RMB30 million which was contributed
by three natural persons. The business scope of Party B is real estate development and property management. Party B is currently
developing Yushu Kingo City Commercial Real Estate Project Phase I which is anticipated to be opened in October 2019. The scale
of construction of the aforesaid project is 120,000 square meters, and it is estimated to form a total asset of RMB1,200 million
after completion of the project.


 


Section 2 Subject Matter of Acquisition


 


The subject matter of acquisition of Party
A is 100% of Party B’s equity.


 



     


     


    

 


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Section 3 Purchase Price and Method


 


3.1. Purchase
Price: Party A and Party B have preliminarily agreed to determine the final purchase price through negotiation based on the audit
results of the auditing firm who has qualification to engage in securities business.


 


3.2. Purchase
Method: Both Parties hereto agree that Party A will pay consideration to Party B in the form of currency and additional shares,
and the equity transfer agreement signed by both Parties shall prevail.


 


3.3. The
first advance payment of the purchase price scheduled to pay in cash after signing this Letter of Intent. The first advance payment
amount and the final consideration will be adjusted based on the follow-up prudential investigation conclusion and the assessment
of professional evaluation organization. The pricing principle of transaction and consideration will be otherwise stipulated in
supplementary terms of this Letter of Intent and in the equity acquisition agreement.


 


Section  4 Due Diligence


 


Party A will arrange its staff and its
authorized auditors to conduct a comprehensive due diligence on the assets, liabilities, contingent liabilities, material contracts,
litigation and arbitration of the targeted company. In this regards, Party B shall extend cooperation and assistant.


 


Section 5 Party A Warrants As Follows:


 


5.1. Party
A shall ensure that its Board of Directors and the shareholders’ meeting will vote to approve the proposal of acquisition
of the target equity upon the completion of the due diligence on the target company with no material adverse facts are found.


 


5.2. Party
A has full rights to conclude and perform this Letter of Intent which is legally binding on Party A. All necessary authorizations
have been obtained for the execution and performance of this Letter of Intent and this Letter of Intent has been executed by its
duly authorized representative.


 


Section 6  Party B Warrants As Follows:


 


6.1. Party
B will provide Party A with all information and materials of the target company required by Party A in a timely manner, especially
those relevant information and materials that are not disclosed by the target company to the public in order to benefit Party A
to have a deep understanding of the real situation of the target company. Party B shall actively cooperate with Party A and its
designated auditors to conduct due diligence on the target company.


 



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6.2. Party
B guarantees that the target company is an entity established and existing under the laws of China, and has obtained all the valid
government approvals, certificates and permits required for normal and lawful business operations according to its business license.


 


6.3. Party
B has the full right of conclude and perform this Letter of intent and warrants that this Letter of Intent is legally binding on
Party B.


 


Section 7 Confidentiality


 


7.1. Unless otherwise agreed in this Letter
of Intent, either Party shall maintain the confidentiality of the other Party’s business information, materials, documents
and contracts, including but not limited to the terms of this Letter of Intent, negotiation of agreement, the subject matter of
the agreement, trade secrets, and any other confidential information including any content of this agreement and other cooperation
that the Parties may reach.


 


7.2. In case the acquisition fails, either
Parties shall return to the other Party, or destroy, all materials embodying the other Party’s confidential information.


 


7.3. The confidentiality obligation set
forth in this section shall survive the termination of this Letter of Intent.


 


Section 8 Effect, Change or Termination


 


8.1. This Letter of Intent shall come into
force upon being signed and sealed by both Parties. The content of this Letter of Intent may be modified in the form of supplementary
terms upon mutual agreement of both Parties.


 


8.2. If Party A and Party B fail to reach
a substantive equity transfer contract on the equity acquisition within six months, then this Letter of Intent will automatically
terminate and back to the status prior to the signing of this Letter of Intent.


 


8.3. This Letter of Intent shall be signed
with the prior approval and authorization of the competent decision-making bodies of each Party.


 


8.4. This Letter of Intent shall come into
force upon being signed and affixed official seal by duly authorized representative of each Party.


 



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Section 9 Miscellaneous Provisions


 


9.1. Upon the equity transfer, Party A
and Party B and/or relevant parties shall, on the basis of the preliminary agreement of this Letter of Intent, respectively sign
a series of contracts and/or other legal documents in relation to equity transfer, asset restructuring, assets delivering, debt
repayment and transfer. When the aforesaid contracts and/or other legal documents become effective shall constitute the final contract
between and among the relevant parties and supersede the corresponding contents of this Letter of Intent.


 


9.2. This Letter of Intent is made in two
originals, with each Party holding one copy. Each copy of this Letter of Intent shall be equally authentic.


 


(The following is the signature content
without text)


 


Party A (seal): Legal Representative:


 


Date:


 


Party B (seal): Legal representative:


 


Date:




 


 


 


 


 


 


 




 


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