Exhibit 10.1


 


EMPLOYMENT AGREEMENT


 


This Employment Agreement (the "AGREEMENT")
is made and entered into on December 13, 2021 by and between Jinghai Jiang (the "EXECUTIVE") and China Xiangtai Food Co., Ltd.,
a Cayman Islands company (the "COMPANY").


 


WHEREAS, the Company and the Executive
desire to enter into this Agreement to memorialize the terms and conditions of the Executive's employment with the Company starting on
the date hereof.


 


NOW, THEREFORE, in consideration
of the premises, the mutual covenants and representations contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


 


Article I.      Employment; Responsibilities; Compensation


 


Section 1.01   Employment. Subject to ARTICLE
III, the Company hereby agrees to employ Executive and Executive hereby agrees to be employed by the Company, in accordance with this
Agreement, for the period commencing on December 13 2021 and ending on December
12, 2024 ("INITIAL TERM"). the Initial Term shall automatically be extended one additional year unless either party
gives written notice to the other party 60 days prior to expiration of the Initial Term that it or she, as applicable, does not wish to
extend this Agreement. Executive's continued employment after the expiration of the Initial Term shall be in accordance with and governed
by this Agreement, unless modified by the parties to this Agreement in writing. For purposes of this Agreement the Initial Term and any
extended term shall be referred to as the "TERM".


 


Section 1.02   Responsibilities; Loyalty


 


(a)           
Subject to the terms of this Agreement, Executive is employed in the position of Chief Operating Officer ("COO") of the
Company, and shall perform the functions and responsibilities of that position. Additional or different duties may be assigned by the
Company from time to time. Executive's position, job descriptions, duties and responsibilities maybe modified from time to time in the
sole discretion of the Company.


 


(b)           
Executive shall devote the whole of Executive's professional time, attention and energies to the performance of Executive's work.
Executive agrees to comply with all policies of the Company, if any, in effect from time to time, and to comply with all laws, rules and
regulations, including those applicable to the Company.


 


Section 1.03   Compensation and Benefits. As
consideration for the services and covenants described in this Agreement, the Company agrees to compensate Executive in the following
manner:


 


(a)            
Base Salary. Commencing in December 2021 and for three consecutive fiscal years during the Executive's employment
with the Company, the Company shall pay annual Base Salary of US$ 50,000 to the Executive. Annual Base Salary may also be increased from
time to time by action of the Board of Directors of the Company (or any committees or delegees thereof) (the "BOARD"). Termination
of the employment shall forfeit the rights to such annual Base Salary. The Compensation shall also be subject to the approval of Company's
Board of Directors and/or Compensation Committees.


 




     


     


    

 





(b)            
Vacation. Up to 5 working days per year. Executive may not carry over any unused vacation from prior years. All the
unused vacation will be reimbursed based on base salary.


 


(c)            
Sick Leave. Absence due to personal illness, excluding pregnancy, shall be allowed up to ten (5) working days per
calenda year, and shall not be accumulative from year to year.


 


(d)           
Payment of all compensation to Executive shall be made in accordance with the terms of this Agreement, applicable state or federal
law, and applicable Company policies in effect from time to time, including normal payroll practices, and shall be subject to all applicable
withholdings and taxes.


 


Section 1.04   Business Expenses. The Company
shall reimburse Executive for all business expenses that are reasonable and necessary and incurred by Executive while performing his duties
under this Agreement, upon presentation of expense statements, receipts and/or vouchers or such other information and documentation as
the Company may reasonably require.


 


Article II.      Confidential Information; Post-Employment
Obligations; Company Property


 


Section 2.01   Company Property. As used in
this Article II, the term the "Company" refers to the Company and each of its direct and indirect subsidiaries. All
written materials, records, data and other documents relating to Company business, products or services prepared or possessed by
Executive during Executive's employment by the Company are the Company's property. All information, ideas, concepts, improvements,
discoveries and inventions that are conceived, made, developed or acquired by Executive individually or in conjunction with others
during Executive's employment (whether during business hours and whether on Company's premises or otherwise) that relate to Company
business, products or services are the Company's sole and exclusive property. All memoranda, notes, records, files, correspondence,
drawings, manuals, models, specifications, computer programs, maps and all other documents, data or materials of any type embodying
such information, ideas, concepts, improvements, discoveries and inventions are Company property. At the termination of Executive's
employment with the Company for any reason, Executive shall return all of the Company's documents, data or other Company property to
the Company.


 


Section 2.02   Confidential Information; Non-Disclosure.


 


(a)            Executive
acknowledges that the business of the Company is highly competitive and that the Company will provide Executive with access to
Confidential Information. Executive acknowledges that this Confidential Information constitutes a valuable, special and unique asset
used by the Company in its business to obtain a competitive advantage over competitors. Executive further acknowledges that
protection of such Confidential Information against unauthorized disclosure and use is of critical importance to the Company in
maintaining its competitive position. Executive agrees that Executive will not, at any time during or after Executive's employment
with the Company, make any unauthorized disclosure of any Confidential Information of the Company, or make any use thereof, except
in the carrying out of Executive's employment responsibilities to the Company. Executive also agrees to preserve and protect the
confidentiality of third party Confidential Information to the same extent, and on the same basis, as the Company's Confidential
Information.


 




     


     


    

 





 


(b)           
For purposes hereof, "CONFIDENTIAL INFORMATION" includes all non-public information regarding the Company's business
operations and methods, existing and proposed investments and investment strategies, seismic, well-log and other geologic and oil and
gas operating and exploratory data, financial performance, compensation arrangements and amounts (whether relating to the Company or to
any of its employees), contractual relationships, business partners and relationships (including customers and suppliers), strategies,
business plans and other confidential information that is used in the operation, technology and business dealings of the Company, regardless
of the medium in which any of the foregoing information is contained, so long as such information is actually confidential and proprietary
to the Company.


 


Section 2.03   Non-Solicitation of Executives.
For a period of six (6) months following the Termination Date, Executive will not, either directly or indirectly, call on, solicit or
induce any other executive or officer of the Company or its affiliates with whom Executive had contact, knowledge of, or association with
in the course of employment with the Company to terminate his employment, and will not assist any other person or entity in such a solicitation;
PROVIDED, HOWEVER, that with respect to soliciting any executive or officer whose employment was terminated by the Company or its affiliates,
or general solicitations for employment not targeted at current officers or employees of the Company or its affiliates, the foregoing
restriction shall not apply.


 


Article III.      Termination of Employment


 


Section 3.01   Termination of Employment.


 


(a)           
General:
The rights of Executive upon termination will be governed by this ARTICLE III.


 


(b)           
Definitions: For purposes hereof:


 



(i)           "CAUSE"
shall include (A) continued failure by Executive to perform substantially Executive's duties and responsibilities (other than a failure
resulting from Permanent Disability) that is materially injurious to the Company and that remains uncorrected for 10 days after receipt
of appropriate written notice from the Board; (B) engagement in willful, reckless or grossly negligent misconduct that is materially
injurious to Company or any of its affiliates, monetarily or otherwise; (C) except as provided by (D), the indictment of Executive with
a crime involving moral turpitude or a felony; (D) the indictment of Executive for an act of criminal fraud, misappropriation or personal
dishonesty; or (E) a material breach by Executive of any provision of this Agreement that is materially injurious to the Company and
that remains uncorrected for 10 days following written notice of such breach by the Company to Executive identifying the provision of
this Agreement that Company determined has been breached. For purposes of (C) and (D), if the criminal charge is subsequently dismissed
with prejudice or the Executive is acquitted at trial or on appeal then the Executive will be deemed to have been terminated without
Cause.


 




     


     


    

 


(ii)             "CHANGE
OF CONTROL" means the occurrence of any one or more of the following events that occurs after the Effective Date:


 


1)           
Any "person" (as such term is used in sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
 "EXCHANGE ACT")) becomes a "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
of securities of the Company representing more than 50% of the voting power of the then outstanding securities of the Company; provided
that a Change of Control shall not be deemed to occur as a result of a transaction in which the Company becomes a subsidiary of another
corporation and in which the stockholders of the Company, immediately prior to the transaction, will beneficially own, immediately after
the transaction, shares entitling such stockholders to more than 50% of all votes to which all stockholders of the parent corporation
would be entitled in the election of directors; or


 


2)           
The consummation of (A) a merger or consolidation of the Company with another corporation where the stockholders of the Company,
immediately prior to the merger or consolidation, will not beneficially own, immediately after the merger or consolidation, shares entitling
such stockholders to more than 50% of all votes to which all stockholders of the surviving corporation would be entitled in the election
of directors, (B) a sale or other disposition of all or substantially all of the assets of the Company, or (C) a liquidation or dissolution
of the Company.


 


(iii)            "GOOD REASON" shall mean one or more of the following conditions arising not more than six months before Executive's
termination date without Executive's consent: (A) a material breach by the Company of any provision of this Agreement; (B) assignment
by the Board or a duly authorized committee thereof to Executive of any duties that materially and adversely alter the nature or status
of Executive's position, job descriptions, duties, title or responsibilities from those of a President and Chief Executive Officer, or
eligibility for Company compensation plans; (C) requirement by the Company for Executive to relocate to a primary place of business which
is more than [50] miles away from the Executive's primary place of business as of the Effective Date of this Agreement; or (D) a material
reduction in Executive's Base Salary in effect at the relevant time. Notwithstanding anything herein to the contrary, Good Reason will
exist only if Executive provides notice to the Company of the existence of the condition otherwise constituting Good Reason within 90
days of the initial existence of the condition, and the Company fails to remedy the condition on or before the 30th day following its
receipt of such notice.


 


(iv)           Involuntary Termination. For purposes of this Agreement, "Involuntary Termination" shall mean either: a termination
without Cause or a termination for Good Reason. In no event will it be deemed an independent and sufficient basis for an Involuntary Termination


 


(c)           
Involuntary Termination.


 



(i)           Involuntary
Termination After Change in Control. If, prior to the expiration of the Employment Period and within twelve (12) months following a Change
in Control, Executive is subject to an Involuntary Termination (as defined in Section 3.01.b.iv), then the Company will pay "Change
in Control Severance Benefits" to Executive (which shall be the sole benefits Executive is entitled to under these circumstances).
The Change in Control Severance Benefits will be a payment (less applicable withholdings and deductions) equivalent to 18 months of Executive's
Base Salary (as in effect immediately prior to the Change in Control, or the date of the termination of Executive's employment, whichever
is greater), payable as a single lump sum within 74 days of Executive's termination of employment. 


 




     


     


    




 


(ii)          Involuntary
Termination - No Change in Control. If, prior to the expiration of the Employment Period, no Change in Control has occurred in the preceding
twelve (12) months and Executive is subject to an Involuntary Termination (as defined in Section 3.01.b.iv), then the Company will pay
 "Severance Benefits" to Executive (which shall be the sole benefits Executive is entitled to under these circumstances). The
Severance Benefits will be a payment (less applicable withholdings and deductions) equivalent to 12 months of Executive's Base Salary
as in effect immediately prior to the date of Executive's termination of employment, payable as a single lump sum within 74 days of the
termination of Executive's employment.


 


(iii)         Determination of Good Reason. In order for Executive to terminate for Good Reason, (i) Executive must notify the Board, in writing,
within ninety (90) days of the event constituting Good Reason of Executive's intent to terminate employment for Good Reason, that specifically
identifies in reasonable detail the facts and events that the Executive believes constitute Good Reason; (ii) the event must remain uncured
for thirty (30) days following the date that Executive notifies the Board in writing of Executive's intent to terminate employment for
Good Reason (the "Notice Period"), and; (iii) the termination date must occur within sixty


(60) days after the expiration of the Notice Period.


 


(d)           
Voluntary Resignation; Termination For Cause. If Executive's employment with the Company terminates (i) voluntarily
by Executive (other than for Good Reason during the period following a Change in Control) or (ii) by the Company for Cause, then Company
shall have no duty to make any payments or provide any benefits to Executive pursuant to this Agreement other than the amount of Executive's
Base Salary and Over-Time Allowance, if any, accrued through the Termination Date. The use of the term "Cause" in Section 3.01.b.i
in no way limits the right of the Company to terminate Executive's employment pursuant to the provisions of this Article III. The
Company must notify the Executive, in writing, that the Executive is being terminated for Cause, and such notice shall identify in reasonable
detail the facts and events that the Company believes constitute Cause.


 


(e)             
Accrued Wages; Expenses. Without regard to the reason for, or the timing of, Executive's termination of employment:
(i) the Company will pay Executive any unpaid Base Salary and Over-Time Allowance due for periods prior to the Termination Date, and;


(ii) following submission of proper expense reports by
Executive, the Company will reimburse Executive for all expenses reasonably and necessarily incurred by Executive in connection with the
business of the Company prior to the Termination Date. These payments will be made promptly upon the Termination Date and within the period
of time mandated by law, subject to provisions set forth herein.


 


Article IV.      Miscellaneous


 


Section 4.01   Notices. All notices and other
communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if delivered
personally, mailed by certified mail (return receipt requested) or
sent by overnight delivery service, or electronic mail, or facsimile transmission.


 




     


     


    

 





Section 4.02   Severability and Reformation.
If any one or more of the terms, provisions, covenants or restrictions of this Agreement shall be determined by a court of competent jurisdiction
to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions shall remain in full force and
effect, and the invalid, void or unenforceable provisions shall be deemed severable. Moreover, if any one or more of the provisions contained
in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall
be reformed by limiting and reducing it to the minimum extent necessary, so as to be enforceable to the extent compatible with the applicable
law as it shall then appear.


 


Section 4.03   Assignment. This Agreement shall
be binding upon and inure to the benefit of the heirs and legal representatives of Executive and the permitted assigns and successors
of the Company, but neither this Agreement nor any rights or obligations hereunder shall be assignable or otherwise subject to hypothecation
by Executive (except by will or by operation of the laws of intestate succession) or by the Company, except that the Company may assign
this Agreement to any successor (whether by merger, purchase or otherwise), if such successor expressly agrees to assume the obligations
of the Company hereunder.


 


Section 4.04   Amendment. This Agreement may
be amended only by writing signed by Executive and by the Company.


 


Section 4.05   GOVERNING LAW. THIS AGREEMENT
SHALL BE CONSTRUED, INTERPRETED AND GOVERNED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO RULES RELATING
TO CONFLICTS OF LAW.


 


Section 4.06   Jurisdiction. Each of the parties
hereto hereby irrevocably consents and submits to the exclusive jurisdiction of the state and federal courts located in NEW YORK in connection
with any proceeding arising out of or relating to this Agreement or the transactions contemplated hereby and waives any objection to venue
in NEW YORK. In addition, each of the parties hereto hereby waives trial by jury in connection with any claim or proceeding arising out
of or relating to this Agreement or the transactions contemplated hereby.


 


Section 4.07   Entire Agreement. This Agreement
contains the entire understanding between the parties hereto with respect to the subject matter hereof and supersedes in all respects
any prior or other agreement or understanding, written or oral, between the Company or any affiliate of the Company and Executive with
respect to such subject matter, including the Employment Agreement.


 


Section 4.08   Counterparts; No Electronic
Signatures. This Agreement may be executed in two or more counterparts, each of which will be deemed an original. For purposes
of determining whether a party has signed this Agreement or any document contemplated hereby or any amendment or waiver hereof, only
a handwritten signature on a paper document or a facsimile transmission of a handwritten original signature will constitute a
signature, notwithstanding any law relating to or enabling the creation, execution or delivery of any contract or signature by
electronic means.


 


Section 4.09   Construction. The headings and
captions of this Agreement are provided for convenience only and are intended to have no effect in construing or interpreting this Agreement.
The language in all parts of this Agreement shall be in all cases construed in accordance to its fair meaning and not strictly for or
against the Company or Executive. The words "include," "includes," and "including" will be deemed to be
followed by "without limitation."


 


[signature page follows]


 




     


     


    

 


IN WITNESS WHEREOF, the parties
hereto have executed this Agreement on the date first written above:


 


	 	 	China Xiangtai Food Co. Ltd.
	 	 	 
	 	 	/s/ Zeshu Dai
	 	 	Name: Zeshu Dai
	 	 	Title: CEO
	 	 	 
	 	 	 
	 	 	Executive
	 	 	 
	 	 	 
	 	 	/s/ Jinghai Jiang
	 	 	Jinghai Jiang