Exhibit
10.2


 


Supplement
to the Equity Transfer Agreement


 


This
agreement was signed in Hong Kong by the following parties on the day of 2021:


 


Party
A: Daxing Huashang (Hong Kong) Investment Co., Ltd.


Authorized
Director: Lin Yumin


 


Party
B: ANGEL INTERNATIONAL INVESTMENT HOLDINGS LIMITED


Authorized
Director: Kin Lam


 


Party
C: Valley Holdings Limited (referred to as the “target company”)


Authorized
Director: Kin Lam


 


Party
D: FORTUNE VALLEY TREASURES, INC.


Authorized
Director: Lin Yumin


 


Given:


 


1.
Party A is a company registered and validly existing in Hong Kong and a wholly-owned subsidiary company of Party D.


 


2.
The target company is a commercial company incorporated in Hong Kong. As of the signing date of this agreement, the registered capital
of the target company is HK$1,000,000. Valley Foods Holdings (Guangzhou) Co. Ltd. is a joint stock limited company incorporated in China,
mainly engaged in food wholesale, additives and other businesses. The target company holds 88.4367% of its shares. Valley Foods Holdings
(Guangzhou) Co. Ltd. and its subsidiaries Guangzhou Asia-Pacific Food Technology Co., Ltd., Guangzhou Tianhui Trading Co., Ltd., and
Guangzhou Zhongshitian Internet of Things Service Co., Ltd. are collectively referred to as the “subsidiaries” of the target
company.( The companies names refer to Chinese version)


 


3.
As of the signing date of this agreement, Party B is the original shareholder holding 70% of the target company; the shareholder holding
the remaining 30% of the target company is Xinyi Holdings Global Limited.


 


4.
Parties A, B, C, and D signed the “Equity Transfer Agreement” on January 6, 2020, and Party B agrees to transfer 70% of the
equity of the target company it holds to Party A in accordance with the terms of this agreement. Party A agrees to acquire such equity
in accordance with the provisions of this agreement, including the delivery of Party C’s shares to Party B as consideration for
the transfer of the equity of the target company.


 




    	 



    	 



    


 


In
accordance with relevant laws and regulations, parties A, B, C, and D have reached the following supplementary agreement on the transfer
of 70% of the equity of the target company held by Party B to Party A through friendly negotiation and the principle of equality and
mutual benefit:


 


1.
The target company and Party B promise that the net profit of the target company and its subsidiaries in the 2020 annual audited consolidated
statement shall not be less than HK$3 million.


On
the basis of the above-mentioned commitment to the net profit of the consolidated statement, the parties agreed to calculate the valuation
of the target company’s 70% equity at 12 million U.S. dollars. If the target company and its subsidiaries’ audited consolidated
statement net profit for 2020 is more than HK$5 million, the parties agree to calculate the valuation of the target company’s 70%
equity at US$14 million. If it is less than HK$3 million, the parties will sign a supplementary agreement on the transaction consideration.


 


2.
From the perspective of operations as of December 31, 2020, Valley Holdings’ net profit in the consolidated statement for the year
2020 will show a loss, and the parties will sign a supplementary agreement on the transaction consideration.


 


3.
In view of the above situation, after friendly negotiation and discussion of all parties, it was agreed that Valley Holdings total valuation
was set at 15 million U.S. dollars, that is, the parties agreed to calculate the valuation of the target company’s 70% equity at
10.5 million U.S. dollars.


 


4.
Other. Matters not mention in this agreement shall be implemented in accordance with the “Equity Transfer Agreement” signed
by A, B, C, and D; if this agreement is inconsistent with the “Equity Transfer Agreement”, it shall be implemented in accordance
with the provisions of this agreement; this agreement and the “Equity Transfer Agreement” Matters not agreed upon shall be
negotiated and determined by the parties to the agreement in accordance with the principle of friendly negotiation.


 


(The
following has no text, it is a signed page)


 


(This
page has no text, it is the signing page of “Supplementary Agreement to Equity Transfer Agreement”)


 


Party
A: Daxing Huashang (Hong Kong) Investment Co., Ltd.


Signature
of authorized director:


 


Party
B: ANGEL INTERNATIONAL INVESTMENT HOLDINGS LIMITED


Signature
of authorized director:


 


Party
C: Benefit Group Co., Ltd.


Signature
of authorized director:


 


Party
D: FORTUNE VALLEY TREASURES, INC.


Signature
of authorized director: