Exhibit 10.1


 


AMENDED
AND RESTATED


OFFERING
DEPOSIT ACCOUNT AGENCY AGREEMENT


 


This
AMENDED AND RESTATED OFFERING DEPOSIT ACCOUNT AGENCY AGREEMENT (this “Agreement”) dated as of this July
25th, 2019, by and among FUQIN FINTECH LIMITED, a Cayman Islands company (the “Company”), having an
address at No.8 Guanghua Dongli, Zhonghai Guangchang, South Tower, 7th Floor, Chaoyang District, Beijing, PRC 100020 and BOUSTEAD
SECURITIES, LLC, serving as the representative of the underwriters (the “Underwriter”), having an address
at 6 Venture, Suite 265, Irvine, CA 92618 USA, and SUTTER SECURITIES CLEARING, LLC (formerly known as Fintech Clearing,
LLC) (the “Deposit Account Agent”), a broker-dealer registered with the Securities and Exchange Commission
(“SEC”), having an office at 6 Venture, Suite 265, Irvine, CA 92618 USA. All capitalized terms not herein defined
shall have the meaning ascribed to them in that certain prospectus filed with the United States SEC dated August 31, 2018, under
File Number 333-227131, including all attachments, schedules and exhibits thereto, as amended from time to time (the “Prospectus”).


 


W
I T N E S S E T H:


 


WHEREAS,
the Company, the Underwriter and the Deposit Account Agent entered into that certain Offering Deposit Account Agency Agreement
dated as of December 10, 2018 (“Original Agreement”); and


 


WHEREAS,
the Company, the Underwriter and the Deposit Account Agent desire to amend and restate the Original Agreement in its entirety
and enter into this Agreement; and


 


WHEREAS,
pursuant to the terms of the Prospectus the Company desires to sell (the “Offering”) a minimum of $10,000,000.00
(the “Minimum Amount”) and a maximum of $20,000,000.00 (the “Maximum Amount”) of its ordinary
shares (the “Shares”). The minimum investment per subscriber is $500.00 (which minimum investment may be waived
by Company); and


 


WHEREAS,
unless the Minimum Amount is sold by December 31, 2019 (the “Final Termination Date”) (defined below in
Section 2(b)), the Offering shall terminate, and all funds shall be returned to the subscribers in the Offering, and if the Minimum
Amount is met, the Offering may continue until the Final Termination Date, and one or more closings may be conducted on or prior
to the Final Termination Date; and


 


WHEREAS,
the Company and Underwriter desire to establish a deposit account with the Deposit Account Agent into which the Company and Underwriter
shall instruct investors introduced to the Company by Underwriter (the “Investors”) to deposit checks and other
instruments for the payment of money made payable to the order of “Sutter Securities Clearing as Agent for the Investors
in Fuqin Fintech Limited” and Deposit Account Agent is willing to accept said checks and other instruments for the payment
of money in accordance with the terms hereinafter set forth; and


 






     


     


    

 


WHEREAS,
the Company, as issuer, and Underwriter, as an introducing broker-dealer, represent and warrant to the Deposit Account Agent that
they will comply with all of their respective obligations under applicable state and federal securities laws and regulations with
respect to sale of the Offering; and


 


WHEREAS,
the Company and Underwriter represent and warrant to the Deposit Account Agent that they have not stated to any individual or
entity that the Deposit Account Agent’s duties will include anything other than those duties stated in this Agreement; and


 


WHEREAS,
the Company and Underwriter warrant to the Deposit Account Agent that a copy of each document that has been delivered to Investors
and third parties that include Deposit Account Agent’s name and duties, has been attached hereto as Schedule I.


 


NOW,
THEREFORE, IT IS AGREED as follows:


 


1.
Delivery of Deposit Funds.


 


(a)
Underwriter and the Company shall instruct Investors to wire transfer to Pacific Mercantile Bank, ABA No. 122242869, for
credit to “Sutter Securities Clearing, as Agent for the Investors in Fuqin Fintech Limited” Account No. 45712427
or deliver to Deposit Account Agent checks made payable to the order of “Sutter Securities Clearing, as Agent for the
Investors in Fuqin Fintech Limited,” to Sutter Securities Clearing, 6 Venture, Suite 265, Irvine, CA 92618, Attention:
Robert A. Maley, President, , in each case, with the name and address of the individual or entity making payment. In the
event any Investor’s address is not provided to Deposit Account Agent by the Investor, then Underwriter and/or the
Company agree to promptly provide Deposit Account Agent with such information in writing. The checks or wire transfers shall
be deposited into a non-interest-bearing account at Pacific Mercantile Bank entitled “Sutter Securities Clearing, as
Agent for the Investors in Fuqin Fintech Limited” (the “Deposit Account”).


 


(b)
The collected funds deposited into the Deposit Account are referred to as the “Deposit Funds.”


 


(c)
The Deposit Account Agent shall have no duty or responsibility to enforce the collection or demand payment of any funds
deposited into the Deposit Account. If, for any reason, any check deposited into the Deposit Account shall be returned unpaid
to the Deposit Account Agent, the sole duty of the Deposit Account Agent shall be to return the check to the Investor and
advise the Company and Underwriter promptly thereof.


 


2. Release
of Deposit Funds. The Deposit Funds shall be paid by the Deposit Account Agent in accordance with
the following:


 


(a)
In the event that the Company and Underwriter advise the Deposit Account Agent in writing that the Offering has been
terminated (the “Termination Notice”), the Deposit Account Agent shall promptly return the funds paid by
each Investor to said Investor without interest or offset within five (5) business days.


 






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(b)
If prior to 3:00 P.M. Pacific time on the Final Termination Date, the Deposit Account Agent receives written notice, in the
form of Exhibit A, attached hereto and made a part hereof, and signed by the Company and Underwriter, stating that the Final Termination
Date has been extended (the “Extension Notice”), then the Final Termination Date shall be so extended and such
date shall be the new “Final Termination Date”. 


 


(c)
Provided that the Deposit Account Agent does not receive the Termination Notice in accordance with Section 2(a) and there is
the Minimum Amount deposited into the Deposit Account on or prior to the Final Termination Date or the date stated in the
Extension Notice, if any, received by the Deposit Account Agent in accordance with Section 2(b) above, the Deposit Account
Agent shall, upon receipt of written instructions, in the form of Exhibit B, attached hereto and made a part hereof, or in a
form and substance satisfactory to the Deposit Account Agent, received from the Company and Underwriter, pay the Deposit
Funds in accordance with such written instructions, such payment or payments to be made by wire transfer within one
(1) business day of receipt of such written instructions. Such instructions must be received by the Deposit Account Agent no
later than 3:00 PM Pacific Time on a Business Day for the Deposit Account Agent to process such instructions that Business
Day.


 


(d)
If by 3:00 P.M. Pacific time on the later of the Final Termination Date or the date stated in the Extension Notice, if any,
that the Deposit Account Agent has received in accordance with Section 2(b) above, the Deposit Account Agent has not received
written instructions from the Company and Underwriter regarding the disbursement of the Deposit Funds or the total amount of
the Deposit Funds is less than the Minimum Amount, then the Deposit Account Agent shall promptly return the Deposit Funds to
the Investors without interest or offset within five (5) business days. The Deposit Funds returned to each Investor shall be
free and clear of any and all claims of the Deposit Account Agent.


 


(e)
The Deposit Account Agent shall not be required to pay any uncollected funds or any funds that are not available for
withdrawal.


 


(f)
If the Final Termination Date or any date that is a deadline under this Agreement for giving the Deposit Account Agent notice
or instructions or for the Deposit Account Agent to take action is not a Business Day, then such date shall be the Business
Day that immediately preceding that date. A “Business Day” is any day other than a Saturday, Sunday or a
day that a SEC-registered broker-dealer is not legally obligated to be opened.


 


3. Acceptance
by Deposit Account Agent. The Deposit Account Agent hereby accepts and agrees to perform its obligations hereunder,
provided that:


 


(a) The
Deposit Account Agent may act in reliance upon any signature believed by it to be genuine and may assume that any person who has
been designated by Underwriter or the Company to give any written instructions, notice or receipt, or make any statements in connection
with the provisions hereof has been duly authorized to do so. Deposit Account Agent shall have no duty to make inquiry as to the
genuineness, accuracy or validity of any statements or instructions or any signatures on statements or instructions. The names
and true signatures of each individual authorized to act singly on behalf of the Company and Underwriter are stated in Schedule
II, which is attached hereto and made a part hereof. The Company and Underwriter may each remove or add one or more of its
authorized signers stated on Schedule II by notifying the Deposit Account Agent of such change in accordance with this
Agreement, which notice shall include the true signature for any new authorized signatories.


 






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(b) The
Deposit Account Agent may act relative hereto in reliance upon advice of counsel in reference to any matter connected herewith.
The Deposit Account Agent shall not be liable for any mistake of fact or error of judgment or law, or for any acts or omissions
of any kind, unless caused by its willful misconduct or gross negligence.


 


(c) Underwriter
and the Company agree to indemnify and hold the Deposit Account Agent harmless from and against any and all claims, losses, costs,
liabilities, damages, suits, demands, judgments or expenses (including but not limited to reasonable attorney’s fees) claimed
against or incurred by Deposit Account Agent arising out of or related, directly or indirectly, to this Agreement unless caused
by the Deposit Account Agent’s gross negligence or willful misconduct.


 


(d) In
the event that the Deposit Account Agent shall be uncertain as to its duties or rights hereunder, the Deposit Account Agent shall
be entitled to (i) refrain from taking any action other than to keep safely the Deposit Funds until it shall be directed otherwise
by a court of competent jurisdiction, or (ii) deliver the Deposit Funds to a court of competent jurisdiction.


 


(e) The
Deposit Account Agent shall have no duty, responsibility or obligation to interpret or enforce the terms of any agreement other
than Deposit Account Agent’s obligations hereunder, and the Deposit Account Agent shall not be required to make a request
that any monies be delivered to the Deposit Account, it being agreed that the sole duties and responsibilities of the Deposit
Account Agent shall be to the extent not prohibited by applicable law (i) to accept checks or other instruments for the payment
of money and wire transfers delivered to the Deposit Account Agent for the Deposit Account and deposit said checks and wire transfers
into the non-interest bearing Deposit Account, and (ii) to disburse or refrain from disbursing the Deposit Funds as stated above,
provided that the checks received by the Deposit Account Agent have been collected and are available for withdrawal.


 


4. Term
of Deposits. This Agreement shall terminate upon the disbursement of all Deposit Funds in the Deposit Account pursuant
to Section 2(c), Section 2(d), Section 6 or Section 7 (except with respect to provisions hereof which are specifically intended
to survive such termination).


 


5. Deposit
Account Statements and Information. The Deposit Account Agent agrees to send to the Company and/or the Underwriter a copy
of the Deposit Account periodic statement, upon request and to also provide the Company and/or Underwriter, or their designee,
upon request other deposit account information, including Deposit Account balances, by telephone or by computer communication,
to the extent practicable. The Company and Underwriter agree to complete and sign all forms or agreements required by the Deposit
Account Agent for that purpose. The Company and Underwriter each consent to the Deposit Account Agent’s release of such
Deposit Account information to any of the individuals designated by Company or Underwriter, which designation has been signed
in accordance with Section 3(a) by any of the persons in Schedule II.  Further, the Company and Underwriter have an
option to receive e-mail notification of incoming and outgoing wire transfers. If this e-mail notification service is requested
and subsequently approved by the Deposit Account Agent, the Company and Underwriter agrees to provide a valid e-mail address and
other information necessary to set-up this service and sign all forms and agreements required for such service. The Company and
Underwriter each consent to the Deposit Account Agent’s release of wire transfer information to the designated e-mail address(es).
The Deposit Account Agent’s liability for failure to comply with this section shall not exceed the cost of providing such
information.


 



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6. Resignation
and Termination of the Deposit Account Agent. The Deposit Account Agent may resign at any time by giving 30 days’ prior
written notice of such resignation to Underwriter and the Company. Upon providing such notice, the Deposit Account Agent shall
have no further obligation hereunder except to hold as depositary the Deposit Funds that it receives until the end of such 30-day
period. In such event, the Deposit Account Agent shall not take any action, other than receiving and depositing Investors’
checks and wire transfers in accordance with this Agreement, until the Company has designated a banking corporation, trust company,
attorney or other person as successor. Upon receipt of such written designation signed by Underwriter and the Company, the Deposit
Account Agent shall promptly deliver the Deposit Funds to such successor and shall thereafter have no further obligations hereunder.
If such instructions are not received within 30 days following the effective date of such resignation, then the Deposit Account
Agent may deposit the Deposit Funds held by it pursuant to this Agreement with a clerk of a court of competent jurisdiction pending
the appointment of a successor. In either case provided for in this Section, the Deposit Account Agent shall be relieved of all
further obligations and released from all liability thereafter arising with respect to the Deposit Funds.


 


7. Termination.
The Company and Underwriter may terminate the appointment of the Deposit Account Agent hereunder upon written notice specifying
the date upon which such termination shall take effect, which date shall be at least 30 days from the date of such notice. In
the event of such termination, the Company and Underwriter shall, within 30 days of such notice, appoint a successor deposit account
agent and the Deposit Account Agent shall, upon receipt of written instructions signed by the Company and Underwriter, turn over
to such successor deposit account agent all of the Deposit Funds; provided, however, that if the Company and Underwriter
fail to appoint a successor deposit account agent within such 30-day period, such termination notice shall be null and void and
the Deposit Account Agent shall continue to be bound by all of the provisions hereof. Upon receipt of the Deposit Funds, the successor
deposit account agent shall become the deposit account agent hereunder and shall be bound by all of the provisions hereof and
Deposit Account Agent shall be relieved of all further obligations and released from all liability thereafter arising with respect
to the Deposit Funds and under this Agreement.


 


8. Investment.
All funds received by the Deposit Account Agent shall be held only in non-interest-bearing accounts at Pacific Mercantile Bank.


 


9. Compensation.
Deposit Account Agent shall be entitled, for the duties to be performed by it hereunder, to a fee as set forth on Schedule III.
In addition, the Company shall be obligated to reimburse Deposit Account Agent for all fees, costs and expenses incurred or that
become due in connection with this Agreement or the Deposit Account, including reasonable attorney’s fees. Neither the modification,
cancellation, termination or rescission of this Agreement nor the resignation or termination of the Deposit Account Agent shall
affect the right of Deposit Account Agent to retain the amount of any fee which has been paid, or to be reimbursed or paid any
amount which has been incurred or becomes due, prior to the effective date of any such modification, cancellation, termination,
resignation or rescission. To the extent the Deposit Account Agent has incurred any such expenses, or any such fee becomes due,
prior to any closing, the Deposit Account Agent shall advise the Company and the Company shall direct all such amounts to be paid
directly at any such closing.


 






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10. Notices.
All notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and shall
be deemed to have been duly given if sent by hand-delivery, by facsimile (followed by first-class mail), by nationally recognized
overnight courier service or by prepaid registered or certified mail, return receipt requested, to the addresses set forth below:


 


If
to Underwriter:


 


Boustead
Securities, LLC


6
Venture, Suite 265


Irvine,
CA 92618


Attn:
Keith Moore, CEO


Email:
keith@boustead1828.com


Fax:
+1 815 301 8099


 


With
copy to:


 


Mei
& Mark LLP


818
18th Street NW, Suite 410


Washington,
DC 20006


Attn:
Fang Liu, Esq.


Email:
fliu@meimark.com


Fax:
(888) 706-1173


 


If
to the Company:


 


Fuqin
Fintech Limited


No.8
Guanghua Dongli, Zhonghai Guangchang, South Tower, 7th Floor


Chaoyang
District, Beijing, PRC 100020


Attn:
Xingliang Li, Chief Executive Officer


 


With
copy to: 


 


Ortoli
Rosenstadt LLP


366
Madison Avenue, 3rd Floor


New
York, NY 10017


Attn:William
S. Rosenstadt, Esq.


Mengyi
“Jason” Ye, Esq.


Email:wsr@orllp.legal


jye@orllp.legal


Fax:
(212) 826-9307


 






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If
to Deposit Account Agent:


 


Sutter
Securities Clearing, LLC


6
Venture, Suite 265


Irvine,
CA 92618


Attn:
Robert A. Maley, President


Email:
robert.maley@sutterus.com


Fax:
+1 310 504 3704


 


11. General.


 


(a) This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to agreements
made and to be entirely performed within such State, without regard to choice of law principles and any action brought hereunder
shall be brought in the courts of the State of California, located in the County of Orange. Each party hereto irrevocably waives
any objection on the grounds of venue, forum nonconveniens or any similar grounds and irrevocably consents to service of process
by mail or in any manner permitted by applicable law and consents to the jurisdiction of said courts. EACH OF THE PARTIES HERETO
HEREBY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT.


 


(b) This
Agreement sets forth the entire agreement and understanding of the parties with respect to the matters contained herein and supersedes
all prior agreements, arrangements and understandings relating thereto.


 


(c) All
of the terms and conditions of this Agreement shall be binding upon, and inure to the benefit of and be enforceable by, the parties
hereto, as well as their respective successors and assigns.


 


(d) This
Agreement may be amended, modified, superseded or canceled, and any of the terms or conditions hereof may be waived, only by a
written instrument executed by each party hereto or, in the case of a waiver, by the party waiving compliance. The failure of
any party at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time
to enforce the same. No waiver of any party of any condition, or of the breach of any term contained in this Agreement, whether
by conduct or otherwise, in any one or more instances shall be deemed to be or construed as a further or continuing waiver of
any such condition or breach or a waiver of any other condition or of the breach of any other term of this Agreement. No party
may assign any rights, duties or obligations hereunder unless all other parties have given their prior written consent.


 


(e) If
any provision included in this Agreement proves to be invalid or unenforceable, it shall not affect the validity of the remaining
provisions.


 






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(f) This
Agreement and any modification or amendment of this Agreement may be executed in several counterparts or by separate instruments
and all of such counterparts and instruments shall constitute one agreement, binding on all of the parties hereto.


 


12. Form
of Signature. The parties hereto agree to accept a facsimile transmission copy of their respective actual signatures as evidence
of their actual signatures to this Agreement and any modification or amendment of this Agreement; provided, however,
that each party who produces a facsimile signature agrees, by the express terms hereof, to place, promptly after transmission
of his or her signature by fax, a true and correct original copy of his or her signature in overnight mail to the address of the
other party.


 


13.
 No Third-Party Beneficiaries.  This Agreement is solely for the benefit
of the parties and their respective successors and permitted assigns, and no other person has any right, benefit, priority, or
interest under or because of the existence of this Agreement.


 


[SIGNATURE
PAGE FOLLOWS]


 






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IN
WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first set forth above.


 





	Fuqin
    Fintech Limited	 	Boustead
    Securities, LLC
	 	 	 	 	 
	By:	/s/
    Richard Chen	 	By:	/s/
    Keith Moore
	Name:	Richard
    Chen	 	Name:	Keith
    Moore
	Title:	CFO	 	Title:	CEO
	 	 	 	 	 
	Sutter
    Securities Clearing, LLC	 	 	 
	 	 	 	 	 
	By:
    	/s/
    Robert A. Maley	 	 	 
	Name:	Robert
    A. Maley	 	 	 
	Title:	President	 	 	 


 






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Schedule
I


 


OFFERING
DOCUMENTS


 


As
attached.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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Schedule
II


 


The
Deposit Account Agent is authorized to accept instructions signed or believed by the Deposit Account Agent to be signed by any
one of the following on behalf of the Company and Underwriter.


 


Fuqin
Fintech Limited


 





	Name	 	True
    Signature
	 	 	 
	Huaishan
    Cao	 	/s/
    Huaishan Cao
	 	 	 
	Xingliang
    Li	 	/s/
    Xingliang Li







 


Boustead
Securities, LLC


 





	Name	 	True
    Signature
	 	 	 
	Keith
    Moore, CEO	 	/s/
    Keith Moore
	 	 	 
	Dan
    McClory, Managing Director	 	/s/
    Dan McClory


 






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Schedule
III


Fee
Schedule


 


	Service	 	Fee	 
	Cash Management Fee (one-time fee)	 	$	4,500.00	 



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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Exhibit
A


 


EXTENSION
NOTICE


 


Date:


 


Sutter
Securities Clearing, LLC


6
Venture, Suite 265


Irvine,
CA 92618


Attention:
Robert A. Maley, President


 


Dear
Mr. Maley:


 


In
accordance with the terms of Section 2(b) of a Offering Deposit Account Agency Agreement dated as of __________, 2019 (the "Deposit
Account Agreement") by and among Fuqin Fintech Limited. (the “Company”), Boustead Securities, LLC (the “Underwriter”),
and Sutter Securities Clearing, LLC (the “Deposit Account Agent”), the Company and Underwriter hereby notifies the
Deposit Account Agent that the Termination Date has been extended to ____________, 2019, the Final Termination Date.


 


Very
truly yours,


 





	Fuqin
    Fintech Limited	 	Boustead
    Securities, LLC
	 	 	 	 	 
	By:		 	By:	
	Name:		 	Name:	Keith
    Moore
	Title:		 	Title:	CEO



 


Accepted





 


	Sutter
    Securities Clearing, LLC	 	 	 
	 	 	 	 	 
	By:
    		 	 	 
	Name:	Robert
    A. Maley	 	 	 
	Title:	President	 	 	 


 



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Exhibit
B


 


FORM
OF DEPOSIT RELEASE NOTICE


 


Date:


 


Sutter
Securities Clearing, LLC


6
Venture, Suite 265


Irvine,
CA 92618


Attention:
Robert A. Maley, President


 


Dear
Mr. Maley:


 


In
accordance with the terms of Section 2(c) of a Offering Deposit Account Agency Agreement dated as of __________, 2019 (the "Deposit
Account Agreement"), by and between Fuqin Fintech Limited (the "Company"), Sutter Securities Clearing, LLC (the
"Deposit Account Agent") and Boustead Securities, LLC (the "Underwriter"), the Company and Underwriter hereby
notify the Deposit Account Agent that the ________ closing will be held on ___________ for gross proceeds of $_________.


 


PLEASE
DISTRIBUTE FUNDS BY WIRE TRANSFER AS FOLLOWS (wire instructions attached):


 


________________________:        $


 


________________________:        $


 


________________________:        $


 


Very
truly yours,


 





	Fuqin
    Fintech Limited	 	Boustead
    Securities, LLC
	 	 	 	 	 
	By:		 	By:	
	Name:		 	Name:	Keith
    Moore
	Title:		 	Title:	CEO


 


Accepted


 





	Sutter
    Securities Clearing, LLC	 	 	 
	 	 	 	 	 
	By:
    		 	 	 
	Name:	Robert
    A. Maley	 	 	 
	Title:	President	 	 	 


 


 


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