Theron Resource Group: Exhibit 10.1 - Filed by newsfilecorp.com






Execution Version 

SHARE PURCHASE AGREEMENT 

This SHARE PURCHASE AGREEMENT
(this “Agreement”) is made as of the 23rd day of May 2016 (the
“Effective Date”) by and among Red Point Holdings L.P. (the
“Buyer”), a limited company formed under the law of the Cayman Islands,
and the sellers of shares of common stock, par value $.001 per share (the
“Common Stock”) of Theron Resource Group, a Wyoming corporation (the
“Issuer” or the “Company”) set forth on the Counterpart Signature
Pages to this Agreement (the “Seller” ). The Buyer and Seller are herein
collectively referred to as the “Parties.” 

The Seller is the record and
beneficial holder of the Common Stock set forth on the Counterpart Signature
Page to this Agreement (the “Holder Shares”). 

The Seller wishes to sell to the
Buyer, and the Buyer wishes to purchase from the Seller, the Seller’s Holder
Shares, pursuant to the terms and conditions set forth in this Agreement. 

NOW, THEREFORE, in consideration
of the premises and of the respective covenants, agreements, obligations,
representations, warranties, and promises set forth below, the Parties agree as
set forth in the recitals above and as follows: 

1.                  Purchase and Sale of Shares.
The Seller hereby severally agrees to sell and transfer to the Buyer the
Holder Shares set forth on such Seller’s Counterpart Signature Page to this
Agreement, and the Buyer hereby agrees to purchase from the Seller the Holder
Shares set forth on such Seller’s Counterpart Signature Page to this Agreement,
for a purchase price of US$0.1273 per Holder Share. The aggregate purchase price
for all the Holder Shares is US$763,800 (the “Purchase Price”). The
closing of the transactions contemplated by this Agreement shall be as provided
in Section 2, subject to the terms and conditions set forth in this Agreement.
The Parties agree that the Purchase Price was negotiated and bargained for and
that the Purchase Price is fair given the market conditions, including but not
limited to, the lack of liquidity in the Common Stock. At the Closing (as
defined in Section 2.1) the Seller shall waive any claims whatsoever the Seller
may have, including, but not limited to, any economic and legal interests,
rights, or claims based on the Seller’s prior ownership of the Holder Shares,
upon the receipt of the cash payment of the Purchase Price from the Buyer (the
“Payment”).

2.                  Closing; Closing Procedures; Closing
Deliveries.

2.1.                  As promptly as
practicable, and in any event on or before July 2, 2016, the Buyer shall deliver
to the Seller, by check or wire transfer in accordance with instructions from
the Seller delivered with this Agreement, funds equal to the Purchase Price
together with the signature page to this Agreement. Upon the receipt of the
Payment, the Seller shall deliver a certificate representing the Holder Shares
to the Buyer, with properly endorsed stock power, at the address set forth
herein. As used herein, the “Closing” shall mean the acceptance by the Seller of
the Purchase Price and delivery to the Buyer of the share certificate pursuant
to this paragraph. “Closing Date” shall mean the date on which the Closing
occurs. 




2.2.                  The Parties
shall each execute and deliver such documents and instruments and take any such
other actions as may be reasonably requested by the other Parties or the
Issuer’s transfer agent in order to fully consummate and implement the
transactions contemplated hereby. 

3.                  Representations and Warranties.


3.1.                  
Representations and Warranties of Seller. The Seller represents and
warrants to the Buyer that: 

3.1.1.                  
This Agreement constitutes a valid and legally binding agreement and
obligation of the Seller in accordance with its terms. 

3.1.2.                  
The Seller is the legal and beneficial owner of the Holder Shares identified
on the Seller’s Counterpart Signature Page immediately prior to and at the
Closing, and has good and marketable title to the Holder Shares, free and clear
of any and all options, rights of first refusal, rights of first offer,
drag-along rights, tag-along rights, voting rights or restrictions, proxies,
preemptive rights, claims, mortgages, pledges, hypothecations, assessments,
security interests, liens (statutory or other), levies, charges, conditional
sale contracts, title retention contracts, or other encumbrance of any kind
whatsoever, or other contract to give any of the foregoing (all of the
foregoing, collectively, “Encumbrances”), and pursuant to this Agreement
upon Closing, the Buyer is acquiring all right, title and interest in the Holder
Shares, free and clear of all Encumbrances, claims and equities of every kind,
except as created by this Agreement. 

3.1.3.                  
Such Seller, if an entity, is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization or
formation.

3.1.4.                  
No authorization, consent or approval or other order or action of or filing
or registration with any court, administrative agency, or other governmental or
regulatory body or authority is required for the execution and delivery by such
Seller of this Agreement or such Seller’s consummation of the transactions
contemplated hereby; this Agreement has been duly and validly executed and
delivered by such Seller and constitutes the valid and binding obligation of
such Seller, enforceable in accordance with its terms, except as limited by
bankruptcy, reorganization, insolvency, moratorium and similar laws presently or
hereafter in effect affecting the enforcement of creditors’ rights generally;
and delivery of such Seller’s Holder Shares in accordance with this Agreement
will vest good title to such Holder Shares being in the Buyer, free and clear of
all security interests, liens, encumbrances, claims and equities of every kind
other than restrictions on disposition contained in applicable federal and state
securities laws or restrictions to which the Buyer is subject other than as a
result of such Seller’s actions.

3.1.5.                  
To the best of the knowledge, information and belief of the Seller there are
no circumstances that may result in any material adverse effect to the Company
or the value of the Holder Shares as of the Closing Date; 

3.1.6.                  
  As of the Closing Date the Seller shall not be indebted to the Company and
  the Company shall not be indebted to the Seller; including the $307,818
  indebtedness by the Company to the Seller that are waived by the Seller as of
  the Closing Date. 

Page 2 of 6 




3.1.7.                  
The authorized capital of the Company consists of 500,000,000 shares of
common shares, par value $0.001, of which a total of 7,900,000 common shares
have been validly issued, are outstanding and are fully paid and non-assessable;


3.1.8.                  
As of the Closing, the liabilities of the Company whether accrued,
contingent or otherwise, shall be less than $100.00; and the Seller will pay any
outstanding liability of the Company with the Purchase Price; 

3.1.9.                  
To the best of the knowledge, information and belief of the Seller, the
Company has filed all reports required to be filed by it under the United States
Securities Act of 1933, as amended and the United States Securities Exchange Act
of 1934, as amended (the “Exchange Act”), including pursuant to Section
13(a) or 15(d) of the Exchange Act, (the “SEC Reports”) on a timely basis
or has received a valid extension of such time of filing and has filed any such
SEC Reports prior to the expiration of any such extension. As of their
respective dates, the SEC Reports complied in all material respects with the
requirements of the Securities Act of 1933, as amended and the Exchange Act and
the rules and regulations of the United States Securities and Exchange
Commission (the “Commission”) promulgated thereunder, and none of the SEC
Reports, when filed, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading. The financial statements of the Company included
in the SEC Reports comply in all material respects with applicable accounting
requirements and the rules and regulations of the Commission with respect
thereto as in effect at the time of filing; 

3.1.10.                  
Contemporaneously herewith, the Seller as a director shall appoint a
representative of the Buyer to the Board of Directors of the Company; 

3.1.11.                  
The Seller shall tender the resignation as an officer and a member of the
Board of Directors of the Company, to be effective on the Closing Date; 

3.1.12.                  
The Seller agrees to execute and deliver such other documents and to perform
such other acts as shall be necessary to effectuate the purposes of this
Agreement; 

3.1.13.                  
As of the Closing Date, to the knowledge of the Seller, there are no claims
threatened or against or affecting the Company nor are there any actions, suits,
judgments, proceedings or investigations pending or, threatened against or
affecting the Company, at law or in equity, before or by any Court,
administrative agency or other tribunal or any governmental authority or any
legal basis for same; 

3.1.14.                  
The Company has no continued obligation whatsoever under the Option to
Purchase and Royalty Agreement (the “2007 Option Agreement”) dated
February 21, 2007 and the 2007 Option Agreement has ceased its operation de
facto; and, 

3.1.15.                  
The Company has filed all required tax returns and paid the applicable taxes
in full. 

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3.2.                  
Representations and Warranties of the Buyer. The Buyer represents and
warrants to each of the other Parties that: 

3.2.1.                  
It is duly organized, validly existing and in good standing under the laws
of the jurisdiction of its organization or formation.

3.2.2.                  
It has full legal power, authority and capacity to execute, deliver and
perform this Agreement. 

3.2.3.                  
It has full legal power, authority and capacity to purchase the Holder
Shares and to make payment of the Purchase Price Amount therefor in accordance
with this Agreement.

3.2.4.                  
No authorization, consent or approval or other order or action of or filing
or registration with any court, administrative agency, or other governmental or
regulatory body or authority is required for the execution and delivery by the
Buyer of this Agreement or the Buyer’s consummation of the transactions
contemplated hereby; and this Agreement has been duly and validly executed and
delivered by it and constitutes the valid and binding obligation of it,
enforceable in accordance with its terms. 

3.2.5.                  
The Buyer has such knowledge and experience in financial and business
matters as to be capable of independently evaluating the merits and risks of an
investment in the Holder Shares. The Buyer is acquiring the Holder Shares as
principal for the Buyer’s own account, for investment purposes only, and not
with a view to, or for, resale, distribution or fractionalisation thereof. 

4.                  INDEMNIFICATION 

(a)                  
The Seller hereby agrees to indemnify and hold harmless the Buyer and the
Company against any losses, claims, damages or liabilities to which the Buyer or
the Company may become subject insofar as such losses, claims, damages or
liabilities arise out of or are based upon, arising out of, with respect to or
by reason of: (i) any inaccuracy in or breach of any of the representations or
warranties of the Seller contained in this Agreement, or any other certificate
or document delivered by the Seller to the Buyer in connection with the Closing;
(ii) any breach or non-fulfillment of any covenant, agreement or obligation to
be performed by the Seller pursuant to this Agreement; (iii) any claim by any
Person for brokerage or finder's fees or commissions or similar payments based
upon any agreement or understanding alleged to have been made by any such Person
with either Seller or the Company (or any Person acting on their behalf) in
connection with the transactions contemplated hereby; and (iv) any taxes owed by
the Company for any periods ending on or before the Closing Date. For the
purpose of this Agreement, Person means any individual, partnership,
corporation, limited liability company, association, joint stock company, trust,
joint venture, unincorporated organization, governmental entity or department,
agency or political subdivision thereof or any equivalent entity. 

(b)                  
The Buyer hereby agrees to indemnify and hold harmless the Seller against any
losses, claims, damages or liabilities to which the Seller may become subject
insofar as such losses, claims, damages or liabilities arise out of or are based
upon, arising out of, with respect to or by reason of: (i) any inaccuracy in or
breach of any of the representations or warranties of the Buyer contained in
this Agreement; or (ii) any breach or non-fulfillment of any covenant, agreement
or obligation to be performed by the Buyer pursuant to this Agreement. 

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5.                  POST-CLOSING SEC REPORTS

5.1.1.                  
The Seller shall provide the Buyer with the books and records with respect
to the activities as of the Closing Date necessary for the Buyer to file the
Company’s quarterly report on Form 10-Q, for the period ending June 30,
2016.

6.                  Miscellaneous. 

6.1.                   Costs and
Expenses. Each of the Parties shall bear his, her, or its own costs and
expenses incurred in connection with the negotiation, drafting, and consummation
of this Agreement. 

6.2.                  
Notices. Except as required herein, all notices and other
communications under this Agreement shall be given by any in writing and shall
be given to the address, facsimile number or email address set forth on the
Counterpart Signature Page to this Agreement or any other address, facsimile
number or email address as the Party, respectively, may hereafter specify for
the purpose of notice hereunder. Each notice or other communication shall be
effective (1) if delivered in person, when so delivered, (2) if given by
registered or certified (or comparable) mail, return receipt requested, five (5)
Business Days after deposit in the United States Mail with postage prepaid, or
(3) if given by electronic facsimile or email (in PDF attachment format), on the
first Business Day (at the location of the recipient) after the date of
successful transmission by electronic facsimile or email if the Party sending
the notice has received electronic confirmation of successful transmission.
Without limiting the foregoing, if notice is given by electronic facsimile or
email, a copy of such notice shall be concurrently be sent by one of the other
means permitted in clauses (1) to (3) of this Section, with the time of
effectiveness of such notice being based solely on such electronic facsimile or
electronic mail transmission. 

6.3.                  Governing
Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York without regard to principles of conflicts of
laws. Any action brought concerning the transactions contemplated by this
Agreement shall brought in the state courts or federal courts located in New
York, New York. The parties to this Agreement hereby irrevocably waive any
objection to jurisdiction and venue of any action instituted in compliance with
this Section and shall not assert any defense based on lack of jurisdiction or
venue or based upon forum non conveniens. The parties executing this Agreement
agree to submit to the in personam jurisdiction of such courts and hereby
irrevocably waive trial by jury.

6.4.                  Waiver.
Any waiver of the provisions of this Agreement or of a Party’s rights or
remedies under this Agreement must be in writing to be effective. Failure,
neglect or delay by a Party to enforce the provisions of this Agreement or its
rights or remedies at any time will not be construed to be deemed a waiver of
such Party’s rights under this Agreement and will not in any way affect the
validity of the whole or any part of this Agreement or prejudice such Party’s
right to take subsequent action. 

6.5.                  Attorneys’
Fees and Litigation Costs. In any proceeding by which a Party either seeks
to enforce its rights under this Agreement (whether in contract, tort, or
otherwise) or seeks a declaration of any rights or obligations under this
Agreement, the prevailing Party shall be awarded reasonable costs and expenses,
including reasonable attorneys' fees and expert witness fees, to resolve the
dispute and to enforce the final judgment. 

Page 5 of 6 




6.6.                  Severability. If an
arbitrator or court of competent jurisdiction holds any provision of this
Agreement to be illegal, unenforceable or invalid in whole or in part for any
reason: (a) such provision shall be in good faith adjusted rather than voided,
if possible, to achieve the intent of the Parties, such court and arbitrator
hereby being authorized to act as amiable compositeur or ex aequo et
bono, (b) this Agreement shall otherwise be read as if the invalid, illegal
or unenforceable words or provisions had to that extent been deleted, and (c)
the validity of the remainder of this Agreement shall not be affected thereby
unless an essential purpose of this Agreement would be defeated by the loss of
the illegal, unenforceable, or invalid provisions. 

6.7.                  Entire Agreement.
This Agreement expresses the entire understanding of the Parties regarding with
respect to the subject matter hereof. This Agreement supersedes all previous
agreements, representations or other communications (whether written or oral)
between the Parties relating to the subject matter hereof. There are no
representations, warranties or other agreements between the Parties (whether
express or implied) in connection with the subject matter of this Agreement
except as specifically set forth herein. 

6.8.                  Modifications. This
Agreement may not be modified, amended or waived, except by a writing executed
by the Parties. Under no circumstance or conditions shall any other conduct be
relied upon by the Parties.

6.9.                  Counterparts and
Signature Validity. This Agreement shall be executed in multiple
counterparts pursuant to the Counterpart Signature Pages and all counterparts so
executed shall constitute one Agreement that is binding on all Parties,
notwithstanding that all Parties are not signatories to the original or the same
counterpart. Facsimile and PDF signatures sent by electronic mail shall be
acceptable as if original signatures had been exchanged. 

(Counterpart Signature Pages Follow) 

Page 6 of 6 




BUYER COUNTERPART SIGNATURE PAGE 

By this Counterpart Signature
Page for that certain Share Purchase Agreement (the “Agreement”) dated as
of the 23th day of May 2016, by and among Red Point Holdings L.P. and
the Sellers of shares of common stock, par value $.001 per share (the “Common
Stock”) of Theron Resource Group, the undersigned, through execution and
delivery of this Counterpart Signature Page, intends to be legally bound by the
terms of the Agreement. 

	 	Buyer:
	 	 
	 	Name and Address: 
	 	 
	 	Red Point Holdings L.P. 
	 	 
	 	Room 504/30, West Office
Tower 
	 	Shanghai Centre, 1376 West Nanjing Road
    
	 	Jing An
District, Shanghai 200040, P.R.C. 
	 	 
	 	/s/ Yan Yan Yue
    
	 	(Signature)
    
	 	 
	 	Yan Yan Yue, Sole Director
    
	 	(Name and Title, if applicable)
    


Page S-1 




SELLER COUNTERPART SIGNATURE PAGE 

By this Counterpart Signature
Page for that certain Share Purchase Agreement (the “Agreement”) dated as
of the 23th day of May 2016, by and among Red Point Holdings L.P. and
the Sellers of shares of common stock, par value $.001 per share (the “Common
Stock”) of Theron Resource Group, the undersigned, through execution and
delivery of this Counterpart Signature Page, intends to be legally bound by the
terms of the Agreement. 

	  	Seller: 
	 	 
	  	Name and Address: 
	 	 
	  	Horizon Investment Club Limited 
	 	 
	  	17/F,
      Amtel Building, 144-148 Des Voeux Road 
	  	Central, Hongkong 
	  	  
	  	/s/
      Leonora Yung 
	  	(Signature) 
	 	 
	  	Leonora Yung, Sole Director 
	  	(Name and Title, if applicable) 
	  	  
	Number of Shares of Common Stock Sold: 	6,000,000 
	Purchase Price per Share: 	US$
      0.1273 
	Aggregate Cash Purchase Price: 	US$
      763,800.00 


Page S-3 




WIRE INSTRUCTION 

[To be provided by the Seller] 

Page S-3