Exhibit 10.1


 


Share
Transfer Agreement


 


Transferor:
  Hedetang Holdings Co., Ltd. (hereinafter referred to as "Party A" )


 


Transferee:
Shaanxi New Silk Road Kiwifruit Group Inc. (hereinafter referred to as "Party B")


 


After
negotiation and by mutual agreement, the parties reached agreement on the transfer of 51% equity of Shaanxi Guoweiduomei Beverage
Co,. Limited (hereinafter referred to as "Guoweiduomei") from Party A to party B as follows:


 


Article
1    Equity Transfer


 


Party
A agrees to transfer 51% equity (hereinafter referred to as the "Shares") of its wholly owned subsidiary Guoweiduomei
(representing the corresponding original capital contribution of 102 million RMB to the registered capital of Guoweiduomei by
Party A) to Party B, and Party B agrees to purchase the Shares.


 


Article
2    Transfer Price and Payment Terms and Methods


 


2.1  The
tentative total transfer price of the Shares is 300 million RMB (three hundred million RMB) and the final transfer price for the
Shares shall be subject to and settled according to the valuation report to be issued by the appraisal firm jointly engaged by
both parties.


 


2.2  Within
six months of the effective date of this Agreement, Party B shall pay the total transfer price ( tentatively 300 million RMB)
to Party A by bank transfer. Party B could also entrust a third-party to make such payment. If Party B fails to pay the total
transfer price within 6 months due to the delay of the approval process from a higher level authority which has control over Party
B, upon the negotiation and agreement by the parties, Party B can receive an extension for the payment time up to twelve months
from the effective date of this Agreement to finish the payment for the total transfer price.


 


Article
3    Rights and Obligations


 


3.1  Upon
the execution of this Agreement, Party B shall begin to enjoy the rights and assume the responsibilities as the 51% shareholder
of Guoweiduomei.


 


3.2  Because
Party B is a state-owned enterprise and any of its investment needs to be approved by the higher level administrative authority,
Party B has the right to terminate this Agreement unilaterally if it fails to receive the approval from such administrative authority
within one year from the signature date of this Agreement. However, Party B shall cooperate with Party A to complete the equity
ownership change process with local State Administration of Industrial and Commerce ("SAIC") within 15 days of such
termination of this Agreement.


 






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Article
4    Warranties


 


4.1  Party
B should ensure timely and full payment for the equity transfer price.


 


4.2  Party
A should cooperate with Party B to complete the administrative process with local SAIC, taxation departments and other government
authorities regarding to the equity transfer, in order to assure the normal operation of Guoweiduomei.


 


Article
5    Credits and Debts


 


There
is no debt or credit between Party B and Party A at the time of signing this Agreement.


 


Article
6    Termination of Agreement


 


If
Party B fails to pay the equity transfer price to Party A pursuant to this Agreement after Party B acquires 51% equity of Guoweiduomei,
Party A has the right to terminate this Agreement. Within 7 days after Party A issues a written notice to Party B for such termination,
Party B shall cooperate with Party A to transfer 51% equity of Guoweiduomei back to Party A.


 


Article
7    Breach


 


After
this Agreement becomes effective, both parties should actively fulfill their relevant obligations relating to the equity transfer
pursuant to this Agreement. Any breach of the provisions of Equity Transfer and Warranties under this Agreement will be considered
as a breach of contract, and the breaching party shall assume the liability for such breach and pay a breaching penalty at 5%
of the tentative equity transfer price.


 


Article
8    Settlement of Disputes


 


Any
dispute arising out of or in connection with this Agreement shall be settled through friendly consultation. If no agreement can
be reached, either party can file a lawsuit to the local court where this Agreement is signed.


 






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Article
9    Signing, Effectiveness and Others


 


9.1  This
Agreement shall take effect on the date when it is signed by both parties.


 


9.2  If
there is any disparity between this Agreement and any documents or letters singed by the parties before this Agreement, this Agreement
shall prevail.


 


9.3  Any
matters not covered in this Agreement can be settled in a supplementary agreement after negotiation and agreed by both parties.


 


9.4  This
Agreement is executed in four originals. Each party keeps two original copies.


 


(No
text below, signature page follows)


 






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Transferor:
Hedetang Holdings Co., Ltd.


 


Legal
Representative:


 


 


 


Transferee:
Shaanxi New Silk Road Kiwifruit Group Inc.


 


Legal
Representative:


 


 


 


 


Date:
                , 2016


 


Place:
Mei County ● Baoji City ● China


 


 


 


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