Exhibit 10.1


 


SHARE
EXCHANGE AGREEMENT


 


This Share Exchange Agreement
(this “Agreement”) is made and entered into this 30th day of December 2022 by and among Bitmis Corp. (“Bitmis”
or “Seller”), a company formed under the laws of Nevada, Cambell International Holding Limited, (“Cambell”), a
British Virgin Islands company, Cambell’s shareholders, (the “Cambell Shareholders”) and Ms. Xiaoyan Yuan (“Ms.
Xiaoyan”). Cambell and the Cambell Shareholders, shall be sometimes collectively referred to as the “Company” and “Buyers”).


 


WHEREAS, the Cambell
Shareholders are the owners of record of an aggregate of 10,000,000 Cambell common shares representing 100% of the issued and outstanding
shares of Cambell; and


 


WHEREAS,
the Cambell Shareholders desire to acquire from Bitmis an aggregate of 1,000,000 shares of Bitmis’ Common Stock, par value $0.001
per share (the “Bitmis Shares”), in exchange for 100% of the outstanding shares of Cambell (the “Exchange Shares”)
pursuant to this Agreement (the ”Transaction”); and


 


WHEREAS,
the offer and sale of the Bitmis Shares by Bitmis is intended to be exempt from the registration provisions of Section 5 under the Securities
Act of 1933, as amended, (the “Securities Act”) pursuant to the provisions of Regulation S (“Regulation S”) which
was adopted by the Securities and Exchange Commission (the “SEC”) under the Securities Act; and


 


WHEREAS, for the benfit of and as a condition
to the closing of the Transaction, Ms. Xiaoyan has agreed to transfer to the Cambell Shareholders 9,000,000 shares of Bitmis’ Series
A Preferred Stock, $0.001 par value per share (the “Preferred Shares”) owned by her.


 


NOW, THEREFORE, in
consideration of the mutual terms, conditions, and other agreements set forth herein, the parties hereto hereby agree as follows:


 


ARTICLE I


 


SHARE
EXCHANGE AND TRANSFER


 


Section 1.01 Share Exchange.
Subject to the terms and conditions of this Agreement, at the Closing, the Cambell Shareholders will transfer to Bitmis all of the shares
that they hold in Cambell (which constitutes 100% of the equity ownership of Cambell) and, in consideration therefor, Bitmis shall issue
an aggregate of 1,000,000 newly issued, fully paid and non-assessable shares of Bitmis, par value $0.001, to the Cambell Shareholders
as follows:


 


	Cambell Shareholder	 	% of 

Ownership 

Exchanged	 	 	Cambell 

Shares 

Issued	 	 	Bitmis 

Shares	 
	 	 	 	 	 	 	 	 	 	 
	Kidde Holding Limited	 	 	17.81	%	 	 	1,780,000	 	 	 	178,080	 
	Nascho Holding Limited	 	 	6.00	%	 	 	600,000	 	 	 	60,000	 
	Bollen Holding Limited	 	 	3.00	%	 	 	300,000	 	 	 	30,000	 
	Randy Holding Limited	 	 	0.90	%	 	 	90,000	 	 	 	9,000	 
	Acebest Holding Limited	 	 	0.04	%	 	 	3,600	 	 	 	360	 
	Wolfson Holding Limited	 	 	1.50	%	 	 	150,000	 	 	 	15,000	 
	Roman Holding Limited	 	 	3.50	%	 	 	350,000	 	 	 	35,000	 
	Howell Holding Limited	 	 	67.26	%	 	 	6,725,600	 	 	 	672,560	 




 






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Section 1.02 Share Transfer.
Subject to the terms and conditions of this Agreement, at the Closing, Ms. XIaoyan will transfer to the Cambell Shareholders 9,000,000
Preferred Shares owned by her as follows:


 


	Cambell Shareholder	 	Preferred Shares Transfered	 
	 	 	 	 
	Kidde Holding Limited	 	 	1,602,720	 
	Nascho Holding Limited	 	 	540,000	 
	Bollen Holding Limited	 	 	270,000	 
	Randy Holding Limited	 	 	81,000	 
	Acebest Holding Limited	 	 	3,240	 
	Wolfson Holding Limited	 	 	135,000	 
	Roman Holding Limited	 	 	315,000	 
	Howell Holding Limited	 	 	6,053,040	 




 


ARTICLE II


 


CLOSING


 


Section 2.01 Date and Place
of Closing. The closing (the “Closing”) of the Transaction contemplated hereby shall be, subject to the satisfaction or
waiver of the applicable conditions set forth herein, take place in Panjin, China, at the offices of Cambell (as defined below), or other
place as the parties may mutually agree, at 10:00 a.m. (Beijing, China Time) on or before December 30, 2022 (“Closing Date”);
provided that the Parties may mutually agree in writing to a later date.


 


Section 2.02 Deliveries
at Closing.


 


		(a)	At the Closing, Bitmis shall deliver to each Cambell Shareholder a certificate evidencing the number of
newly issued Bitmis Shares set forth in Section 1.01, above.



 


		(b)	At or prior to the Closing, each Cambell Shareholder shall deliver to Bitmis all of the shares that they
own in Cambell duly endorsed for transfer to Bitmis together with instruments of transfer, and such other documentation or instruments
as shall be necessary to transfer the Exchange Shares.



 


		(c)	At the Closing, Ms. Xiaoyan shall deliver to each Cambell Shareholder a certificate evidencing the number
of Preferred Shares set forth in Section 1.02 above, duly endorsed for transfer to the each Cambell Shareholder together with instruments
of transfer, and such other documentation or instruments as shall be necessary to transfer the Preferred Shares.



 


ARTICLE III


 


REPRESENTATIONS
AND WARRANTIES OF BITMIS


 


Bitmis hereby represents,
warrants, and agrees as of the date of this Agreement and the Closing Date as follows:


 


Section 3.01 Corporate
Organization


 


a. Bitmis is a corporation
duly organized, validly existing, and in good standing under the laws of Nevada, and has all requisite corporate power and authority to
own its properties and assets and to conduct its business and is duly qualified to do business and in good standing in each jurisdiction
in which the nature of the business conducted by it or the ownership or leasing of its properties makes such qualification and being in
good standing necessary, except where the failure to be so qualified and in good standing will not have a material adverse effect on the
business, operations, properties, assets, condition or results of operation of Bitmis.


 






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b. Copies of the Certificate
of Incorporation and Bylaws of Bitmis, with all amendments thereto to the date hereof, have been furnished to Cambell and each of the
Cambell Shareholders, and such copies are accurate and complete as of the date hereof. The minute books of Bitmis are current as required
by law, contain the minutes of all meetings of the Board of Directors and shareholders of Bitmis from its date of incorporation to the
date of this Agreement, and adequately reflect all material actions taken by the Board of Directors and shareholders of Bitmis.


 


Section 3.02 Capitalization
of Bitmis. The authorized capital stock of Bitmis consists of 75,000,000 shares of common stock, par value $0.001 per share. As of
the date hereof, Bitmis has 6,250,750 shares of common stock issued and outstanding. All of the issued shares of capital stock of Bitmis
have been duly authorized, and are validly issued, fully paid and non-assessable. Ms. Xiaoyan Yuan is the owner of 10,000,000 shares of
the Company’s Series A Preferred Stock, $0.001 par value per share, representing 90% of the voting rights of the issued and outstanding
share capital of the Company.


 


The parties agree that they
have been informed of the issuances of these Bitmis Shares, and that all such issuances of Bitmis Shares pursuant to this Agreement will
be in accordance with the provisions of this Agreement. All of the Bitmis Shares to be issued pursuant to this Agreement have been duly
authorized, and will be validly issued, fully paid and non-assessable, and no personal liability will attach to the ownership thereof,
and in each instance, they will have been issued in accordance with the registration requirements of applicable securities laws or an
exemption therefrom. As of the date of this Agreement there are no outstanding options, warrants, agreements, commitments, conversion
rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire any shares of capital stock or any un-issued
or treasury shares of capital stock of Bitmis.


 


Section 3.03 Subsidiaries
and Equity Investments. Bitmis has no subsidiaries or equity interest in any corporation, partnership, or joint venture except as
provided in this Agreement.


 


Section 3.04 Authorization
and Validity of Agreements. Bitmis has all corporate power and authority to execute and deliver this Agreement, to perform its obligations
hereunder, and to consummate the transactions contemplated hereby and upon the execution and delivery by Cambell and the performance of
its obligations herein, this Agreement will constitute a legal, valid and binding obligation of Bitmis. The execution and delivery of
this Agreement by Bitmis and the consummation by Bitmis of the transactions contemplated hereby have been duly authorized by all necessary
corporate action of Bitmis, and no other corporate proceedings on the part of Bitmis are necessary to authorize this Agreement or to consummate
the transactions contemplated hereby.


 


Section 3.05 No Conflict
or Violation. The execution, delivery and performance of this Agreement by Bitmis does not and will not violate or conflict with any
provision of its Certificate of Incorporation and Bylaws, and does not and will not violate any provision of law, or any order, judgment
or decree of any court or other governmental or regulatory authority, nor violate or result in a breach of or constitute (with due notice
or lapse of time or both) a default under, or give to any other entity any right of termination, amendment, acceleration or cancellation
of any contract, lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which Bitmis
is a party or by which it is bound or to which any of its properties or assets is subject, nor will it result in the creation or imposition
of any lien, charge or encumbrance of any kind whatsoever upon any of the properties or assets of Bitmis, nor will it result in the cancellation,
modification, revocation or suspension of any of the licenses, franchises or permits to which Bitmis is bound.


 


Section 3.06 Consents and
Approvals. No consent, waiver, authorization, or approval of any governmental or regulatory authority, domestic or foreign, or of
any other person, firm or corporation is required in connection with the execution and delivery of this Agreement by Bitmis or the performance
by Bitmis of its obligations hereunder.


 


Section 3.07 Absence of
Certain Changes or Events.


 


a. As of the date of this
Agreement, Bitmis does not know or have reason to know of any event, condition, circumstance or prospective development which threatens
or may threaten to have a material adverse effect on the assets, properties, operations, prospects, net income or financial condition
of Bitmis.


 






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b. Since its inception, there
has not been any declaration, setting aside or payment of dividends or distributions with respect to shares of capital stock of Bitmis.


 


c. Since its inception, there
has not been an increase in the compensation payable or to become payable to any director or officer of Bitmis.


 


Section 3.08 Disclosure.
This Agreement does not contain any untrue statement of a material fact or omit any material fact necessary in order to make the statements
contained herein and/or therein not misleading.


 


Section 3.09 Litigation.
There is no action, suit, proceeding or investigation pending or threatened against Bitmis that may affect the validity of this Agreement
or the right of Bitmis to enter into this Agreement or to consummate the transactions contemplated hereby.


 


Section 3.10 Securities
Laws.


 


		a.	Bitmis has complied in all material respects with applicable United States securities laws, rules, and
regulations, as such laws, rules, and regulations apply to Bitmis and its securities.



 


		b.	All shares of capital stock of Bitmis have been issued in accordance with applicable United States securities
laws, rules, and regulations. There are no stop orders in effect with respect to any of Bitmis’ securities.



 


Section 3.11 Tax Returns,
Payments and Elections. Bitmis has timely filed all tax returns, statements, reports, declarations, and other forms and documents
and has, to date, paid all taxes due.


 


Section 3.12 ’34
Act Reports. None of Bitmis’ filings with the SEC contains any untrue statement of a material fact or omits to state a material
fact necessary to make the statements therein not misleading, in light of the circumstances in which they were made.


 


Section 3.13 Survival.
Each of the representations and warranties set forth in this Article III shall be deemed represented and made by Bitmis at the Closing
as if made at such time.


 


Section 3.14 Legend.
Each certificate representing the Bitmis Shares shall be endorsed with the following legends, in addition to any other legend required
to be placed thereon by applicable United States federal or state securities laws:


 


“THESE SECURITIES
ARE BEING OFFERED TO SHAREHOLDERS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE
SECURITIES ACT”) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN
RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT.”


 


“TRANSFER OF THESE
SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO REGISTRATION
UNDER THE SECURITIES ACT OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE
WITH THE SECURITIES ACT.”


 


ARTICLE IV



 


REPRESENTATIONS AND WARRANTIES OF CAMBELL AND EACH CAMBELL SHAREHOLDER 


 


Cambell and the Cambell Shareholders,
severally, represent, warrant, and agree as follows as of the date of this Agreement and the Closing Date:


 


Section
4.01 Corporate Organization.


 


a.
Cambell is a corporation incorporated in the British Virgin Islands. It is duly organized, validly existing and in good standing in the
British Virgin Islands and has all requisite corporate power and authority to own its properties and assets and to conduct its business
and is duly qualified to do business, is in good standing in each jurisdiction wherein the nature of the business conducted by Cambell
or the ownership or leasing of its properties makes such qualification and being in good standing necessary, except where the failure
to be so qualified and in good standing will not have a material adverse effect on the business, operations, properties, assets, condition
or results of operation of Cambell.


 






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b.
Copies of the Articles of Association and the Memorandum of Association of Cambell, with all amendments thereto to the date hereof, have
been furnished to Bitmis and such copies are accurate and complete as of the date hereof. The minute books of Cambell are current as required
by law, contain the minutes of all meetings of the Boards of Directors and shareholders of Cambell, and adequately reflect all material
actions taken by Cambell’s Board of Directors and Cambell’s shareholders.


 


Section
4.02 Title to Exchange Shares and Chain of Ownership.


 


As
of the date hereof and on the Closing Date, each Cambell Shareholder represents and warrants that he/she/it has and will have good and
marketable title to his/her/its Exchange Shares and that he/she/it is transferring his/her/its Exchange Shares to Bitmis free and clear
of any liens, claims or encumbrances. Further, each Cambell Shareholder has and will have the right to transfer his/her/its Exchange Shares
without consent of any other person or entity.


 


Cambell
wholly owns Win-win Industrial Development Company Ltd, a British Virgins Island company (“Win-win”); Win-win owns 100% of
the equity of Yangtze River (HK) Health Information Consulting Service Co. LTD, a Hong Kong company, (“Yangtze River”), Yangtze
River owns 100% of Baijiakang (LiaoNing) Health Information Consulting Services Co., Ltd. (“Baijiakang Consulting”)
which is a foreign owned entity in the Peoples Republic of China (“Baijiakang Consulting”); Baijiakang Consulting has entered
into various agreements with LiaoNing KangBaiEr Biotechnology Development Co., Ltd. (“LiaoNing KangBaiEr”) under which it
effectively controls LiaoNing KangBaiEr and its wholly owned subsidiaries, Doron
KangBaier Biotechnology Co. Ltd. and LiaoNing BaiJiaKang Health Technology Co. Ltd through a series of contracts or variable interest
entity arrangements. Each of the above-listed companies is duly organized, validly existing, and in good standing under the laws of their
jurisdictions of incorporation, and each has all requisite corporate power and authority to own its properties and assets, and to conduct
its business as now conducted, and is duly qualified to do business, is in good standing in each jurisdiction wherein the nature of the
business conducted by or the ownership or leasing of its properties makes such qualification and being in good standing necessary, except
where the failure to be so qualified and in good standing will not have a material adverse effect on the business, operations, properties,
assets, condition or results of operation of any of the companies.


 


Section 4.03 Authorization
and Validity of Agreements. Cambell has all corporate power and authority to execute and deliver this Agreement, to perform its obligations
hereunder, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Cambell, and the consummation
of the transactions contemplated hereby have been duly authorized by all necessary corporate action, and no other corporate proceedings
on the part of Cambell are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. The Cambell Shareholders
have approved this Agreement on behalf of Cambell, and no other stockholder approvals are required to consummate the transactions contemplated
hereby. The Cambell Shareholders are competent and duly authorized to execute this Agreement and have the power to execute and perform
this Agreement. No other proceedings on the part of Cambell or any Cambell Shareholder are necessary to authorize this Agreement or to
consummate the transactions contemplated hereby.


 


Section 4.04 No Conflict
or Violation. The execution, delivery and performance of this Agreement by Cambell or any Cambell Shareholder does not and will not
violate or conflict with any provision of the constituent documents of Cambell and does not and will not violate any provision of law,
or any order, judgment or decree of any court or other governmental or regulatory authority, nor violate, result in a breach of or constitute
(with due notice or lapse of time or both) a default under or give to any other entity any right of termination, amendment, acceleration
or cancellation of any contract, lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument
to which Cambell or any Cambell Shareholder is a party or by which any of them is bound or to which any of their respective properties
or assets is subject, nor result in the creation or imposition of any lien, charge or encumbrance of any kind whatsoever upon any of the
properties or assets of Cambell or any Cambell Shareholder, nor result in the cancellation, modification, revocation or suspension of
any of the licenses, franchises or permits to which Cambell or any Cambell Shareholder is bound.


 






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Section
4.05 Investment Representations.


 


a.
The Bitmis Shares will be acquired hereunder solely for the account of the Cambell Shareholders, for investment. Each Cambell Shareholder
understands that the Bitmis Shares must be held indefinitely unless such Bitmis Shares are resold in accordance with the provisions of
Regulation S, are subsequently registered under the Securities Act or an exemption from registration is available. Each Cambell Shareholder
understands and is able to bear any economic risks associated with such investment in the Bitmis Shares. Each Cambell Shareholder has
had full access to all the information he/she/it considers necessary or appropriate to make an informed investment decision with respect
to the Bitmis Shares to be acquired under this Agreement. Each Cambell Shareholder further has had an opportunity to ask questions and
receive answers from Bitmis’ directors regarding Bitmis and to obtain additional information (to the extent Bitmis’sdirectors
possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to
such shareholder or to which such shareholder had access. Each Cambell Shareholder is at the time of the offer and execution of this Agreement,
domiciled outside the United States (a “Non-U.S. Shareholder”) and/or is an “accredited investor” (as such term
is defined in Rule 501(a) of Regulation D promulgated by the SEC under the Securities Act). Each Cambell Shareholder understands that
Bitmis is under no obligation to register the Bitmis Shares under the Securities Act, or to assist such Cambell Shareholder in complying
with the Securities Act or the securities laws of any state of the United States or of any foreign jurisdiction.


 


b. No Non-U.S. Shareholder,
nor any affiliate of any Non-U.S. Shareholder, nor any person acting on behalf of any Non-U.S. Shareholder or on behalf of any such affiliate,
has engaged or will engage in any activity undertaken for the purpose of, or that reasonably could be expected to have the effect of,
conditioning the markets in the United States for the Bitmis Shares, including, but not limited to, effecting any sale or short sale of
securities through any Non-U.S. Shareholder or any affiliate of any Non-U.S. Shareholder prior to the expiration of any restricted period
contained in Regulation S promulgated under the Securities Act (any such activity being defined herein as a “Directed Selling Effort”).
To the best knowledge of the Non-U.S. Shareholders, this Agreement and the transactions contemplated herein are not part of a plan or
scheme to evade the registration provisions of the Securities Act, and the Bitmis Shares are being acquired for investment purposes by
the Non-U.S. Shareholder. The Non-U.S. Shareholders agree that all offers and sales of Bitmis Shares from the date hereof and through
the expiration of any restricted period set forth in Rule 903 of Regulation S (as the same may be amended from time to time hereafter)
shall not be made to U.S. Persons or for the account or benefit of U.S. Persons and shall otherwise be made in compliance with the provisions
of Regulation S and any other applicable provisions of the Securities Act. Neither any Non-U.S. Shareholder nor the representatives of
any Non-U.S. Shareholder have conducted any Directed Selling Effort as that term is used and defined in Rule 902 of Regulation S and no
Non-U.S. Shareholder nor any representative of any Non-U.S. Shareholder will engage in any such Directed Selling Effort within the United
States through the expiration of any restricted period set forth in Rule 903 of Regulation S.


 


Section
4.06 Not a Broker-Dealer. Each of the Cambell Shareholders represents that he/she/it is not a registered representative under the
Financial Industry Regulatory Authority (“FINRA”), a member of FINRA or associated or Affiliated (as defined below) with any
member of FINRA, nor a broker-dealer registered with the SEC under the Exchange Act of 1934 (“Exchange Act”) or engaged in
a business that would require it to be so registered, nor is he/she/it an Affiliate of a broker-dealer or any Person engaged in a business
that would require him/her/it to be registered as a broker-dealer. In the event any Cambell Shareholder is a member of FINRA, or associated
or Affiliated with a member of FINRA, such Cambell Shareholder agrees, if requested by FINRA, to sign a lock-up, the form of which shall
be satisfactory to FINRA with respect to the Bitmis Shares. “Affiliate” means, with respect to any specified Person: (i) if
such Person is an individual, the spouse of that Person and, if deceased or disabled, his heirs, executors or legal representatives, if
applicable, or any trusts for the benefit of such individual or such individual’s spouse and/or lineal descendants, or (ii) otherwise,
another Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control
with, the Person specified. As used in this definition, “control” shall mean the possession, directly or indirectly, of the
power to cause the direction of the management and policies of a Person, whether through the ownership of voting securities or by contract
or other written instrument. “Person” shall mean an individual, entity, corporation, partnership, association, limited liability
company, limited liability partnership, joint-stock company, trust or unincorporated organization.


 






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Section 4.07 Brokers’
Fees. Each Cambell Shareholder represents that he/she/it has no liability to pay any fees or commissions or other consideration to
any broker, finder or agent with respect to the transactions contemplated by this Agreement.


 


Section 4.08 Disclosure.
This Agreement, the schedules hereto and any certificate attached hereto or delivered in accordance with the terms hereof by or on behalf
of Cambell or a Cambell Shareholder in connection with the transactions contemplated by this Agreement, when taken together, do not contain
any untrue statement of a material fact or omit any material fact necessary in order to make the statements contained herein and/or therein
not misleading.


 


Section
4.9 Not an Underwriter. Each of the Cambell Shareholders represents that he/she/it is not an underwriter of Bitmis Shares, nor
is he/she/it an affiliate of an underwriter of Bitmis Shares.


 


Section
4.10 No Advice from Bitmis. Each Cambell Shareholder acknowledges that he/she/it has received, and fully and carefully reviewed
and understands, copies of Bitmis’ filings with the SEC periodically (the “SEC Filings”), either in hard copy or electronically
through the SEC’s EDGAR system at http://www.sec.gov. Each Cambell Shareholder also acknowledges that he/she/it has had the opportunity
to review this Agreement, the exhibits hereto and the transactions contemplated by this Agreement with his/her/its own legal counsel and
investment and tax advisors. Except for any statements or representations of Bitmis made in this Agreement, each Cambell Shareholder is
relying solely on such counsel and advisors and not on any statements or representations of Bitmis or any of its representatives or agents
for legal, tax or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities
laws of any jurisdiction. Each Cambell Shareholder has consulted, to the extent deemed appropriate by him/her/it, with his/her/its own
advisers as to the financial, tax, legal and related matters concerning an investment in theBitmis Shares and on that basis believes that
his/her/its investment in the BITMIS Shares is suitable and appropriate for him/her/it.


 


Section
4.11 Regulation S Exemption. Each Cambell Shareholder understands that the Bitmis Shares are being offered and sold to him/her/it
in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated
under the Securities Act, as amended, and that Bitmis is relying upon the truth and accuracy of the representations, warranties, agreements,
acknowledgments and understandings of each Cambell Shareholder set forth herein in order to determine the applicability of such exemptions
and the suitability of each Cambell Shareholder to acquire Bitmis Shares. In this regard, each Cambell Shareholder represents, warrants
and agrees that:


 


 (i) He/she/it is not a U.S. Person or an affiliate (as defined in Rule 501(b) under the Securities Act) of Bitmis and he/she/it is not acquiring Bitmis Shares for the account or benefit of a U.S. Person. A “U.S. Person” means any one of the following:




 


(A)
any natural person resident in the United States of America;


 


(B) any partnership,
limited liability company, corporation or other entity organized or incorporated under the laws of the United States of America;


 


(C)
any estate of which any executor or administrator is a U.S. Person;


 


(D)
any trust of which any trustee is a U.S. Person;


 


(E)
any agency or branch of a foreign entity located in the United States of America;


 


(F) any non-discretionary
account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person;


 


(G) any discretionary
account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated or (if an individual)
resident in the United States of America; and


 


(H)
any partnership, company, corporation or other entity if:


 


(1)
organized or incorporated under the laws of any foreign jurisdiction; and


 


(2) formed
by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized
or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons,
estates or trusts.


 






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(ii) At the
time of the origination of contact concerning this Agreement and the date of the execution and delivery of this Agreement, each Cambell
Shareholder was outside of the United States.


 


(iii) He/she/it
will not, during the period commencing on the date of issuance of the Bitmis Shares and ending on the six-month anniversary of such date,
or such shorter period as may be permitted by Regulation S or other applicable securities law (the “Restricted Period”), offer,
sell, pledge or otherwise transfer Bitmis Shares in the United States, or to a U.S. Person for the account or for the benefit of a U.S.
Person or otherwise in a manner that is not in compliance with Regulation S.


 


(iv) Each Cambell
Shareholder will, after expiration of the Restricted Period, offer, sell, pledge or otherwise transfer Bitmis Shares only pursuant to
registration under the Securities Act or an available exemption therefrom and in accordance with all applicable state and foreign securities
laws.


 


(v) He/she/it
was not in the United States engaged in, and prior to the expiration of the Restricted Period will not engage in, any short selling of
or any hedging transaction with respect to Bitmis Shares, including without limitation, any put, call or other option transaction, option
writing or equity swap.


 


(vi) Neither
the Cambell Shareholder, nor any person acting on his/her/its behalf, has engaged, nor will engage, in any directed selling efforts to
a U.S. Person with respect to Bitmis Shares, and the Cambell Shareholder, and any person acting on his/her/its behalf, have complied and
will comply with the “offering restrictions” requirements of Regulation S under the Securities Act.


 


(vii) The transactions
contemplated by this Agreement have not been pre-arranged with a buyer located in the United States or with a U.S. Person, and are not
part of a plan or scheme to evade the registration requirements of the Securities Act.


 


(viii) Neither
the Cambell Shareholder nor any person acting on his/her/its behalf, has undertaken or carried out any activity for the purpose of, or
that could reasonably be expected to have the effect of, conditioning the market in the United States, its territories or possessions,
for any of the Bitmis Shares. Each Cambell Shareholder agrees not to cause any advertisement of Bitmis Shares to be published in any newspaper
or periodical or posted in any public place and not to issue any circular relating to Bitmis Shares, except such advertisements that include
the statements required by Regulation S under the Securities Act, and only offshore and not in the U.S. or its territories, and only in
compliance with any local applicable securities laws.


 


Section
4.12 No Advertisements. Each Cambell Shareholder is not purchasing Bitmis Shares as a result of or subsequent to any advertisement,
article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or
via the Internet, or presented at any seminar or meeting, and he/she/it is not aware of any public advertisement or general solicitation
in respect of Bitmis or its securities.


 


Section
4.13 Legend. Each Cambell Shareholder acknowledges and agrees that the Bitmis Shares shall bear restrictive legend (the “Legend”),
as set forth above in Section 3.14, prohibiting the offer, sale, pledge or transfer of the securities, except (i) pursuant to an effective
registration statement filed under the Securities Act, (ii) in accordance with the applicable provisions of Regulation S, promulgated
under the Securities Act, (iii) pursuant to an exemption from registration provided by Rule 144 under the Securities Act (if available),
and (iv) pursuant to any other exemption from the registration requirements of the Securities Act or for estate planning purposes (subject
to any escrow restrictions).


 


Section
4.14 Economic Considerations. Each Cambell Shareholder is not relying on Bitmis or its affiliates or agents with respect to economic
considerations involved in this investment. Each Cambell Shareholder has relied solely on his/her/its own advisors.


 






    8


     


    

 


Section
4.15 Compliance with Laws. Any resale of Bitmis Shares during the “distribution compliance period” as defined in Rule
902(f) to Regulation S shall only be made in compliance with exemptions from registration afforded by Regulation S. Further, any such
sale of Bitmis Shares in any jurisdiction outside of the United States will be made in compliance with the securities laws of such jurisdiction.
The Cambell Shareholders will not offer to sell or sell Bitmis Shares in any jurisdiction unless they obtain all required consents, if
any. Each Cambell Shareholder acknowledges that he/she/it is familiar with Rule 144 (“Rule 144”) under the Securities Act
and has been advised that Rule 144 permits resales only under certain circumstances. Each Cambell Shareholder understands that to the
extent that Rule 144 is not available, he/she/it will be unable to sell any Bitmis Shares without either registration under the Securities
Act or the existence of another exemption from such registration requirement.


 


Section 4.16 Receipt of
Information. Each Cambell Shareholder has received all documents, records, books and other information pertaining to his/her/its investment
in Bitmis that has been requested by him/her/it.


 


Section
4.17 Information Available. Each Cambell Shareholder acknowledges he/she/it has availed himself/herself/itself of full access to
Bitmis’ public reports filed with the SEC, which reports can be retrieved from commercial document retrieval services and at the
website maintained by the SEC at http://www.sec.gov.


 


Section
4.18 No Reliance. Other than as set forth herein, each Cambell Shareholder is not relying upon any other information, representation
or warranty by Bitmis or any officer, director, stockholder, agent or representative of Bitmis in determining to invest in Bitmis Shares.
Each Cambell Shareholder has consulted, to the extent deemed appropriate by him/her/it, with his/her/its own advisers as to the financial,
tax, legal and related matters concerning an investment in Bitmis Shares and on that basis believes that the investment in Bitmis Shares
is suitable and appropriate for him/her/it.


 


Section 4.19 No Governmental
Review. Each Cambell Shareholder is aware that no federal or state agency has (i) made any finding or determination as to the fairness
of this investment, (ii) made any recommendation or endorsement of Bitmis Shares or Bitmis, or (iii) guaranteed or insured any investment
in Bitmis Shares or any investment made by Bitmis.


 


Section 4.20 Potential
Loss of Investment. Each Cambell Shareholder understands that an investment in Bitmis Shares is a speculative investment which involves
a high degree of risk and the potential loss of his/her/its entire investment. Each Cambell Shareholder has considered carefully and understands
the risks associated with an investment in Bitmis Shares as set forth in Bitmis’ SEC Filings.


 


Section 4.21 Financial
Statements.


 


 (a) On or before the Closing Date, Bitmis shall have been furnished with the following financial statements (“Financial Statements”):




 


ADD


 


(b) Each set of Financial Statements
(including, in each case, any related notes thereto) was prepared in accordance with US GAAP (“GAAP”), applied on a consistent
basis throughout the periods involved (except as may be indicated in the notes thereto) and each fairly presents in all material respects
the financial position of Cambell and its consolidated subsidiaries at the respective dates thereof and the results of its operations
and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal adjustments
which were not or are not expected to have a Material Adverse Effect.


 


(c) As of the date of all balance
sheets included in each set of financial statements, except as and to the extent reflected or reserved against therein, Cambell had no
liabilities or obligations (absolute or contingent) which should be reflected in the balance sheets or the notes thereto prepared in accordance
with GAAP, and all assets reflected therein are properly reported and present fairly in all material respects the value of the assets
of Cambell, in accordance with GAAP. All statements of operations, stockholders’ equity and cash flows included in the Cambell financial
statements reflect fairly in all material respects the information required to be set forth therein by GAAP.


 






    9


     


    

 


Section 4.22 Survival.
Each of the representations and warranties set forth in this Article IV shall be deemed represented and made by Cambell and each Cambell
Shareholder at the Closing as if made at such time.


 


ARTICLE V


 


REPRESENTATIONS
AND WARRANTIES OF MS. XIAOYAN 


 


Ms. Xiaoyan represents, warrants,
and agrees as follows as of the date of this Agreement and the Closing Date:


 


Section
5.01 Title to Exchange Shares and Chain of Ownership.


 


As
of the date hereof and on the Closing Date, Ms. Xiaoyan represents and warrants that she has and will have good and marketable title to
the Preferred Shares and that she is transferring the Preferred Shares to the Cambell Shareholders free and clear of any liens, claims
or encumbrances. Further, Ms. Xiaoyan has and will have the right to transfer the Preferred Shares without consent of any other person
or entity.


 


Section
5.02 Limited Representations and Warranties. Ms. Xiaoyan hereby represents and warrants to the Cambell Shareholders only the following
(i) Ms. Xiaoyan is the lawful owner of the preferred Shares; (ii) that the Preferred Shares are duly authorized, validly issued and outstanding,
fully aid and non-assessable and (iii) the Preferred Shares are free and clear of any and all claims, liens, pledges, options, prior assignments,
encumbrances or rights of third parties.


 


ARTICLE VI


 

COVENANTS 


 


Section 6.01 Certain Changes
and Conduct of Business.


 


a. From and after the date of
this Agreement and until the Closing Date, Bitmis and Cambell shall conduct their businesses solely in the ordinary course consistent
with past practices and in a manner consistent with all representations, warranties or covenants contained herein, and without the prior
written consent of the other party, neither Bitmis nor Cambell will, except as required or permitted pursuant to the terms hereof:


 


		i.	make any material change in the conduct of its businesses
and/or operations or enter into any transaction other than in the ordinary course of business consistent with past practices;


 


	 	ii.	make any change in its Articles of Association or Memorandum of Association, issue any additional shares of capital stock or equity securities or grant any option, warrant or right to acquire any capital stock or equity securities or issue any security convertible into or exchangeable for its capital stock or alter in any material term of any of its outstanding securities or make any change in its outstanding shares of capital stock or its capitalization, whether by reason of a reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, stock dividend or otherwise;


 


		iii.	A.	 incur, assume or guarantee any indebtedness for borrowed
money, issue any notes, bonds, debentures or other corporate securities or grant any option, warrant or right to purchase any thereof,
except pursuant to transactions in the ordinary course of business consistent with past practices; or



 






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B.
issue any securities convertible or exchangeable for debt or equity securities;

 


	 	iv.	make any sale, assignment, transfer, abandonment or other conveyance of any of its assets or any part thereof, except pursuant to transactions in the ordinary course of business consistent with past practice; 
	 	 	 
	 	v.	subject any of its assets, or any part thereof, to any lien or suffer such to be imposed other than such liens as may arise in the ordinary course of business consistent with past practices by operation of law which will not have a material adverse effect on its business;


 


	 	vi.	acquire any assets, raw materials or properties, or enter into any other transaction, other than in the ordinary course of business consistent with past practices;


 


	 	vii.	enter into any new (or amend any existing) employee benefit plan, program or arrangement or any new (or amend any existing) employment, severance or consulting agreement, grant any general increase in the compensation of officers or employees (including any such increase pursuant to any bonus, pension, profit-sharing or other plan or commitment) or grant any increase in the compensation payable or to become payable to any employee, except in accordance with pre-existing contractual provisions or consistent with past practices;


 


	 	viii.	
    make or commit to make any material capital expenditures;

    





 


		ix.	pay, loan or advance any amount to, or sell, transfer or lease any properties or assets to, or enter into any agreement or arrangement with, any of its affiliates;


 


	 	x.	guarantee any indebtedness for borrowed money or any other obligation of any other person;


 


	 	xi.	fail to keep in full force and effect insurance comparable in amount and scope to coverage maintained by it (or on behalf of it) on the date hereof;


 


	 	xii.	take any other action that would cause any of the representations and warranties made by it in this Agreement not to remain true and correct in all material respects;


 


	 	xiii.	make any material loan, advance or capital contribution to or investment in any person;


 


	 	xiv.	make any material change in any method of accounting or accounting principle, method, estimate or practice;


 


	 	xv.	settle, release or forgive any claim or litigation or waive any right; or


 


	 	xvi.	
    commit itself to do any of the foregoing. 



 


Section 6.02 Access to
Properties and Records. Cambell shall afford to Bitmis’ accountants, counsel and authorized representatives, and Bitmis shall
afford to Cambell’s accountants, counsel and authorized representatives full access during normal business hours throughout the
period prior to the Closing Date (or the earlier termination of this Agreement) to all of such party’s properties, books, contracts,
commitments and records and, during such period, shall furnish promptly to the requesting party all other information concerning the other
party’s business, properties and personnel as the requesting party may reasonably request, provided that no investigation or receipt
of information pursuant to this Section 5.02 shall affect any representation or warranty of or the conditions to the obligations of any
party.


 


Section 6.03 Negotiations.
From and after the date hereof until the earlier of the Closing or the termination of this Agreement, no party to this Agreement nor its
officers or directors (subject to such director’s fiduciary duties) nor anyone acting on behalf of any party or other persons shall,
directly or indirectly, encourage, solicit, engage in discussions or negotiations with or provide any information to, any person, firm
or other entity or group concerning any merger, sale of substantial assets, purchase or sale of shares of capital stock or similar transaction
involving any party. A party shall promptly communicate to any other party any inquiries or communications concerning any such transaction
which they may receive or of which they may become aware.


 






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Section 6.04 Consents and
Approvals. The parties shall:


 


	 	i.	use their reasonable commercial efforts to obtain all necessary consents, waivers, authorizations and approvals of all governmental and regulatory authorities, domestic and foreign, and of all other persons, firms or corporations required in connection with the execution, delivery and performance by them of this Agreement; and


 


	 	ii.	
    diligently assist and cooperate with each
other party in preparing and filing all documents required to be submitted by a party to any governmental or regulatory authority, domestic
or foreign, in connection with such transactions and in obtaining any governmental consents, waivers, authorizations or approvals which
may be required to be obtained connection in with such transactions. 



 


Section 6.05 Public Announcement.
Unless otherwise required by applicable law, the parties hereto shall consult with each other before issuing any press release or otherwise
making any public statements with respect to this Agreement and shall not issue any such press release or make any such public statement
prior to such consultation.


 


Section 6.06 Stock Issuance.
From and after the date of this Agreement until the Closing Date, neither Bitmis nor Cambell shall issue any additional shares of its
capital stock.


 


ARTICLE VII


 


CONDITIONS TO OBLIGATIONS OF BITMIS


 


The obligations of Bitmis
to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or before the Closing Date, of the following
conditions, any one or more of which may be waived by Bitmis in its sole discretion:


 


Section 7.01 Representations
and Warranties of Cambell and the Cambell Shareholders. All representations and warranties made by Cambell and the Cambell Shareholders
in this Agreement shall be true and correct on and as of the Closing Date as if again made by them as of such date.


 


Section 7.02 Agreements
and Covenants. Cambell and the Cambell Shareholders shall have performed and complied in all material respects to all agreements and
covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date.


 


Section 7.03 Consents and
Approvals. Consents, waivers, authorizations and approvals of any governmental or regulatory authority, domestic or foreign, and of
any other person, firm or corporation, required in connection with the execution, delivery and performance of this Agreement shall be
in full force and effect on the Closing Date.


 


Section 7.04 No Violation
of Orders. No preliminary or permanent injunction or other order issued by any court or governmental or regulatory authority, domestic
or foreign, nor any statute, rule, regulation, decree or executive order promulgated or enacted by any government or governmental or regulatory
authority, which declares this Agreement invalid in any respect or prevents the consummation of the transactions contemplated hereby,
or which materially and adversely affects the assets, properties, operations, prospects, net income or financial condition of Cambell
shall be in effect; and no action or proceeding before any court or governmental or regulatory authority, domestic or foreign, shall have
been instituted or threatened by any government or governmental or regulatory authority, domestic or foreign, or by any other person or
entity which seeks to prevent or delay the consummation of the transactions contemplated by this Agreement or which challenges the validity
or enforceability of this Agreement.


 


Section 7.05 Due Diligence
Review. Bitmis shall have completed its due diligence review of Cambell and shall be reasonably satisfied with the results of such
review.


 


Section 7.06 Completion
of Audits. Audits of Cambell and the subsidiaries for the periods required for the filing of the Form 8-K shall have been completed.


 






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ARTICLE VIII


 


CONDITIONS TO OBLIGATIONS OF CAMBELL


AND THE CAMBELL SHAREHOLDERS


 


The obligations of Cambell
and the Cambell Shareholders to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or before
the Closing Date, of the following conditions, any one or more of which may be waived by Cambell in its sole discretion:


 


Section 8.01 Representations
and Warranties of Bitmis. All representations and warranties made by Bitmis in this Agreement shall be true and correct on and as
of the Closing Date as if again made by Bitmis as of such date.


 


Section 8.02 Agreements
and Covenants. Bitmis shall have performed and complied in all material respects to all agreements and covenants required by this
Agreement to be performed or complied with by it on or prior to the Closing Date.


 


Section 8.03 Consents and
Approvals. Consents, waivers, authorizations and approvals of any governmental or regulatory authority, domestic or foreign, and of
any other person, firm or corporation, required in connection with the execution, delivery and performance of this Agreement shall be
in full force and effect on the Closing Date.


 


Section 8.04 No Violation
of Orders. No preliminary or permanent injunction or other order issued by any court or governmental or regulatory authority, domestic
or foreign, nor any statute, rule, regulation, decree or executive order promulgated or enacted by any government or governmental or regulatory
authority, which declares this Agreement invalid in any respect or prevents the consummation of the transactions contemplated hereby,
or which materially and adversely affects the assets, properties, operations, prospects, net income or financial condition of Bitmis shall
be in effect; and no action or proceeding before any court or governmental or regulatory authority, domestic or foreign, shall have been
instituted or threatened by any government or governmental or regulatory authority, domestic or foreign, or by any other person, or entity
which seeks to prevent or delay the consummation of the transactions contemplated by this Agreement or which challenges the validity or
enforceability of this Agreement.


 


Section 8.05 Resignation
of Sole Officer and Director. The sole officer and director of Bitmis shall have submitted her resignation as an officer and as a
director of Bitmis effective immediately after the Closing. It is understood that the vacancy on the Board of Directors created by said
resignation shall be filled by the person or persons nominated by the Cambell Shareholders.


 


Section 8.06 Transfer of
Preferred Shares. Ms. Xiaoyan shall have delivered to each Cambell Shareholder a certificate evidencing the number of Preferred Shares
set forth in Section 1.02 above, duly endorsed for transfer to the each Cambell Shareholder together with instruments of transfer, and
such other documentation or instruments as shall be necessary to transfer the Preferred Shares.


 


ARTICLE IX


 


TERMINATION AND ABANDONMENT


 


Section 9.01 Methods of
Termination. This Agreement may be terminated, and the transactions contemplated hereby may be abandoned at any time before the Closing:


 


a. By the mutual
written consent of Bitmis, Ms. Xiaoyan Yuan and each of the Cambell Shareholders.


 


b. By the Cambell Shareholders,
upon a material breach of any representation, warranty, covenant or agreement on the part of Bitmis set forth in this Agreement;


 


c. By Bitmis upon a material
breach of any representation, warranty, covenant or agreement on the part of any of the Cambell Shareholders set forth in this Agreement;


 






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d. By any of the Cambell
Shareholders or Bitmis if the Closing shall not have been consummated before sixty (60) days after the date hereof.


 


e. By any of the Cambell
Shareholders or Bitmis if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have
issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts
to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.


 


Section 9.02 Procedure
Upon Termination. In the event of termination and abandonment of this Agreement by any party pursuant to Section 9.01, written notice
thereof shall forthwith be given to the other parties and this Agreement shall terminate and the transactions contemplated hereby shall
be abandoned, without further action. If this Agreement is terminated as provided herein, no party to this Agreement shall have any liability
or further obligation to any other party to this Agreement; provided, however, that no termination of this Agreement pursuant to this
Article VIII shall relieve any party of liability for a breach of any provision of this Agreement occurring before such termination.


 


ARTICLE X


 


MISCELLANEOUS


 


Section 10.01 Governing
Law. This Agreement shall be governed by and construed in all respects by the internal laws of Nevada (except for the proper application
of the United States federal securities laws), without giving effect to any choice of law or conflict of law provision or rule (whether
of the British Virgin Islands, the Hong Kong Special Administrative Region, the Peoples Republic of China or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than Nevada.


 


Section 10.02 Notices,
Etc. Unless otherwise specified within a provision of this Agreement all notices, requests, demands and other communications hereunder
shall be in writing and shall be deemed to have been duly given (i) upon receipt, when delivered personally; (ii) upon receipt, when sent
by email or facsimile (provided confirmation of transmission is electronically or mechanically generated and kept on file by the sending
party); (iii) ten business days after deposit with the Post Office in Nevada, the British Virgin Islands, Hong Kong or the PRC, as applicable,
when sent by registered or certified mail; or (iv) one business day after deposit with a recognized overnight delivery service, in each
case properly addressed to the party to receive the same. The addresses, email addresses and facsimile numbers for such communications
shall be:


 


If to Bitmis:


 


Bitmis Corp.


4-2-11,Jian guomen Diplomatic
Apartment,


Chaoyang District,


Beijing ,China


Attention: Yuan Xiaoyan


Email: agba@agba-smes.com


 


With a copy to:


 


Schlueter &
Associates, P.C.


5655 South Yosemite
Street, Suite 350


Greenwood Village,
Colorado 80111


Attention: Henry
F. Schlueter, Esq.


Email: hfs@schlueterintl.com


Facsimile: +1-303-648-5663


 


If to Cambell:


 


Vistra Corporate Services Centre


Wickhams Cay II


Road Town


Tortola VG1110,


British Virgin Islands


Attention: Ms. Sun Xiuzhi


Email: Inkangbaier@163.com


 






    14


     


    

 


If to Kidde Holding Limited:


 


Vistra Corporate Services Centre


Wickhams Cay II


Road Town


Tortola VG1110


British Virgin Islands


Attention: Ms. Sun Xiuzhi


Email: bvi@vistra.com


 


If to Acebest Holding Limited:


 


Vistra Corporate Services Centre


Wickhams Cay II


Road Town


Tortola VG1110


British Virgin Islands


Attention: Ms. Sun Tianzhu


Email: Inkangbaier@163.com


 


If to Howell Holding Limited:


 


Vistra Corporate Services Centre


Wickhams Cay II


Road Town


Tortola VG1110


British Virgin Islands


Attention: Mr. Sun Xiuzhi


Email: Inkangbaier@163.com


 


If to Nascho Holdings Limited:


 


Vistra Corporate Services Centre


Wickhams Cay II


Road Town


Tortola VG1110


British Virgin Islands


Attention:Ms. Jing Li


Email: Inkangbaier@163.com


 


If to Bollen Holding Limited:


 


Vistra Corporate Services Centre


Wickhams Cay II


Road Town


Tortola VG1110


British Virgin Islands


Attention: Ms.Li Ying


Email: Inkangbaier@163.com


 


If to Randy Holding Limited:


 


Vistra Corporate Services Centre


Wickhams Cay II


Road Town


Tortola VG1110


British Virgin Islands


Attention:Ms. Xu Lina


Email: Inkangbaier@163.com


 






    15


     


    

 


If to Wolfson Holding Limited:


 


Vistra Corporate Services Centre


Wickhams Cay II


Road Town


Tortola VG1110


British Virgin Islands


Attention: Ms.Li Jie


Email: 840128387@qq.com


 


If to Roman Holding Limited:


 


Vistra Corporate Services Centre


Wickhams Cay II


Road Town


Tortola VG1110


British Virgin Islands


Attention: Ms.Yuan Xiaoyan


Email: agba@agba-smes.com


 


If to Ms. Xiaoyan Yuan:


 


4-2-11,Jian guomen Diplomatic
Apartment,


Chaoyang District,


Beijing ,China


Email: agba@agba-smes.com


 


With copies to:


Schlueter &
Associates, P.C.


5655 South Yosemite,
Suite 350


Greenwood Village,
Colorado 80111


Attention: Henry
F. Schlueter, Esq.


Email: hfs@schlueterintl.com


Facsimile: +1-303-648-5663


 


Section 10.03 Amendments
and Waivers. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by all
of the parties hereto. No waiver by any party of any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional
or not, shall be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or
affect in any way any rights arising by virtue of any prior or subsequent such occurrence.


 


Section 10.04 Expenses.
Each party shall be responsible for their own costs and expenses.


 


Section 10.05 Section and
Other Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not in any way
affect the meaning or interpretation of this Agreement.


 


Section 10.06 Counterparts.
This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


Section 10.07 Severability.
If any provision of this Agreement is held by final judgment of a court of competent jurisdiction to be invalid, illegal or unenforceable,
such invalid, illegal or unenforceable provision shall be severed from the remainder of this Agreement, and the remainder of this Agreement
shall be enforced. In addition, the invalid, illegal or unenforceable provision shall be deemed to be automatically modified, and, as
so modified, to be included in this Agreement, such modification being made to the minimum extent necessary to render the provision valid,
legal and enforceable. Notwithstanding the foregoing, however, if the severed or modified provision concerns all or a portion of the essential
consideration to be delivered under this Agreement by one party to the other, the remaining provisions of this Agreement shall also be
modified to the extent necessary to equitably adjust the parties’ respective rights and obligations hereunder.


 






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Section 10.08 Telecopy
Execution and Delivery. A facsimile, telecopy, email or other reproduction of this Agreement may be executed by one or more parties
hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile transmission, by e-mail delivery
of a “.pdf” format data file or similar electronic transmission device pursuant to which the signature of or on behalf of
such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes. At the request
of any party hereto, all parties hereto agree to execute an original of this Agreement as well as any facsimile, telecopy or other reproduction
hereof.


 


Section 10.09 Entire Agreement.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and thereof. All proposals,
negotiations and representations (if any) made prior, and with reference to the subject matter of this Agreement, are merged herein. This
Agreement has been negotiated by the parties and their respective counsel and will be interpreted fairly in accordance with its terms
and without any strict construction in favor of or against any party. Neither Bitmisn or any Cambell Shareholder shall be bound by any
oral agreement or representation, irrespective of when made.


 


Section 10.10 Survival
of Representations, Warranties and Covenants. All of the representations and warranties made herein shall survive the execution and
delivery of this Agreement, any investigation by or on behalf of Cambell or any Cambell Shareholder or acceptance of Bitmis Shares and
payment therefor and shall survive until such time as Bitmis Shares have been sold or redeemed in full in cash. All covenants and indemnities
made herein shall survive in perpetuity, unless otherwise provided in this Agreement.


 


Section 10.11 Remedies
Cumulative. No failure or delay on the part of Bitmis, or any Cambell Shareholder in exercising any right, power or remedy hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further
exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive
of any remedies that may be available to Bitmis, or any Cambell Shareholder at law, in equity or otherwise.


 


Section 10.12 Further Assurances.
Each of the parties shall execute such documents and perform such further acts (including, without limitation, obtaining any consents,
exemptions, authorizations or other actions by, or giving any notices to, or making any filings with, any governmental authority) as may
be reasonably required or desirable to carry out or to perform the provisions of this Agreement.


 


Section 10.13 Disputes.
Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation,
performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to this Agreement
shall be referred to and finally resolved by arbitration administered by the Beijing Arbitration Commission (“BAC”) under
the UNCITRAL Arbitration Rules in force when the notice of arbitration is submitted, as modified by the BAK Procedures for Administration
of International Arbitration. The BAC shall administer any arbitration, which shall also be the appointing authority. The place of arbitration
shall be in Beijing at the BAC, and the law of this arbitration clause shall be the law of the Peoples Republic of China. All matters
relating to the Agreement shall be determined under Nevada law as provided above in Section 9.01. The number of arbitrators shall be one,
and the arbitration proceedings shall be conducted in the English language. The parties to this Agreement expressly agree that the arbitrator
shall award costs and attorneys’ fees in connection with any such arbitration proceeding in accordance with the provisions of the
UNCITRAL Arbitration Rules or as the arbitrator shall determine in his or her sole and absolute discretion.


 


Section 10.14 Disclosure
and Waiver of Conflicts. The parties acknowledge and agree that: (i) representatives of Schlueter & Associates, P.C., the attorneys
that prepared this Agreement (the “Attorney”), have acted as legal counsel to Ms. Xiaoyan Yuan and the Cambell Shareholders,
(ii) Bitmis acknowledges it has been advised by the Attorney that Bitmis should have its own legal counsel to advise it with respect to
this Agreement and the transactions that are contemplated by this Agreement, (iii) Bitmis has decided even after being advised by the
Attorney that it should each have its own separate legal counsel to not seek its own separate legal counsel, and (iv) Bitmis understands
that the Attorney is not representing Bitmis.


 


Section 10.15 Public Announcements.
Bitmis shall promptly, but no later than four (4) business days following the effective date of this Agreement, issue a press release
disclosing the transactions contemplated hereby. Bitmis shall also file with the SEC a Form 8-K describing the material terms of the transactions
contemplated hereby as soon as practicable following the Closing Date but in no event more than four (4) business days following the Closing
Date. Prior to the Closing Date, Bitmis, Ms. Xiaoyan Yuan and the Cambell Shareholders shall consult with each other in issuing the Form
8-K, the press release and any other press releases or otherwise making public statements or filings and other communications with the
SEC or any regulatory agency or stock market or trading facility with respect to the transactions contemplated hereby and no party shall
issue any such press release or otherwise make any such public statement, filings or other communications without the prior written consent
of the other parties, which consent shall not be unreasonably withheld or delayed, except that no prior consent shall be required if such
disclosure is required by law, in which case the disclosing party shall provide the other party with prior notice of no less than three
(3) calendar days, of such public statement, filing or other communication and shall incorporate into such public statement, filing or
other communication the reasonable comments of the other party.


 


(The rest of this page
intentionally left blank)


 






    17


     


    

 


IN WITNESS WHEREOF, the parties have duly executed
this Agreement as of the day and year first above written.


 


	BITMIS CORP.	 
	 	 
	By:	/s/ Yuan Xiaoyan	 
	 	Yuan Xiaoyan, CEO	 
	 	 
	 	/s/
    MS. XIAOYAN YUAN	 
	 	Ms. Xiaoyan Yuan, an individual	 
	 	 	 
	CAMBELL INTERNATIONAL HOLDING LIMITED SHAREHOLDERS:	 
	 	 	 
	KIDDE HOLDING LIMITED	 
	 	 
	By:	/s/ Ms. Sun Xiuzhi	 
	 	Sun Xiuzhi, Director	 
	 	 	 
	ACEBEST HOLDING LIMITED	 
	 	 
	By:	/s/ Mr. Sun Tianzhu	 
	 	Sun Tianzhu, Director	 
	 	 	 
	HOWELL HOLDING LIMITED	 
	 	 
	By:	/s/ Sun Xiuzhi	 
	 	Sun Xiuzhi, Director	 
	 	 	 
	NASCHO HOLDING LIMITED	 
	 	 
	By:	/s/ Ms. Jing Li	 
	 	Jing Li, Director	 
	 	 	 
	BOLLEN HOLDING LIMITED	 
	 	 
	By:	/s/ Ms. Li Ying	 
	 	Li Ying, Director	 
	 	 	 
	RANDY HOLDING LIMITED	 
	 	 
	By:	/s/ Ms. Xu Lina	 
	 	Xu Lina, Director	 
	 	 	 
	WOLFSON HOLDING LIMITED	 
	 	 
	By:	/s/ Ms. Li Jie	 
	 	Li Jie, Director	 
	 	 	 
	ROMAN HOLDING LIMITED	 
	 	 
	By:	/s/ Ms. Yuan Xiaoyan	 
	 	Yuan, Director	 



 


 


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