Exhibit 10.1


 


THIS AGREEMENT is made on 13th
April 2021.


 


BETWEEN:-


 


		(1)	MR WANG JIAN, a St. Kitts and Nevis national whose address is at Flat D, 21/F, Manhattan Heights,
52 Tai Chung Kiu Road, Belair Gardens, Sha Tin, N.T., Hong Kong (the “Seller”); and



 


		(2)	LION FINANCIAL GROUP LIMITED, a company incorporated in the British Virgin Islands with company
number 1878325 whose registered address is at Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola, British Virgin Islands
 (the “Buyer”).



 


IT IS AGREED as follows:-


 


		1.	Interpretation



 


		1.1	In this Agreement:-



 


	
     

    “Accounts”
	means the audited consolidated accounts of the Group including the audited consolidated statement of the financial position of the Group and the audited statement of the financial position of the Group as at, and the audited consolidated income statement of the Group, the audited consolidated statement of comprehensive income of the Group, the audited consolidated statement of changes in equity of the Group and the audited consolidated cash flow statement of the Group for the financial period ended on, the Accounts Date, together with a summary of significant accounting policies and other explanatory notes, independent auditors report and all other documents or reports or statements if available.
	 	 
	“Accounts Date”	means 31 December 2020
	 	 
	“AED”	means United Arab Emirates Dirham
	 	 
	“Company”	means Lion Fintech Group Limited, a company incorporated in the British Virgin Islands with company number 1937158 whose registered office is at Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola, British Virgin Islands
	 	 
	“Completion”	means completion of the sale and purchase of the Shares in accordance with this Agreement
	 	 
	“DMCC”	means the Dubai Multi Commodities Centre Free Zone in the UAE
	 	 
	“Encumbrance”	means any mortgage, charge, pledge, lien, restriction, right to acquire, right of pre-emption, option, conversion right, third party right or interest, any other encumbrance or security interest of any kind, and any other type of preferential arrangement (including retention of title arrangements) having similar effect

                                                                                 

	“Group”	means the Company and its Subsidiaries
	 	 
	“Management Accounts”	means the unaudited balance sheet of each Group company and the unaudited consolidated balance sheet of the Group as at the Management Accounts Date, and the unaudited profit and loss account of each Group company and the unaudited consolidated profit and loss account of the Group for the three month period from the Accounts Date to the Management Accounts Date and the notes and all other documents annexed thereto
	 	 
	“Management Accounts Date”	means 31 March 2021.



 






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	“Royal Lion DMCC”	means Royal Lion Middle East DMCC, the indirect subsidiary of the Company registered in the Dubai Multi Commodities Centre Free Zone in the UAE with licence number DMCC-564159 

                                                                                 

	“Shares”	means the 100 fully paid ordinary shares of US$1.00 each of the Company comprising the whole of the issued share capital of the Company

                                                                                 

	“Subsidiaries”	means Royal Lion DMCC and Royal Lion DMCC’s immediate parent company, Royal Lion Investment Limited (a company registered in the Cayman Islands)

                                                                                 

	“UAE”	means the United Arab Emirates.



 

		1.2	In this Agreement references to a Clause are references to a clause of this Agreement.



 


		1.3	The headings to the Clauses are for convenience only and shall not affect the interpretation of this Agreement.



 


		2.	Sale and Purchase



 


The Seller agrees to sell the whole
of the legal and beneficial interest in the Shares and with full title guarantee (and hereby waives and shall procure that any other registered
holders shall waive all pre-emption rights under the articles of association of the Company or otherwise) and the Buyer agrees to buy
the Shares free of any Encumbrance and with all rights now or hereafter attaching to them including, but not limited to, all dividends
and distributions declared, made or paid in respect of the Shares on or after Completion.


 


		3.	Consideration



 


		3.1	The consideration for the purchase of the Shares is US$1.00.



 


		3.2	The consideration is payable by the Buyer to the Seller at Completion in accordance with Clause 4.3.2.



 


		3.3	All amounts stated in this Clause are inclusive of any applicable VAT or other similar tax.



 


		4.	Completion



 


		4.1	Completion shall take place on immediately after signature and exchange of this Agreement or at such time
and place as may otherwise be agreed between the parties.



 


		4.2	At Completion, the Seller shall deliver to the Buyer or its nominees:-



 


		4.2.1	duly executed transfer instruments in relation to the Shares;



 


		4.2.2	share certificates for all of the Shares;



 


		4.2.3	any waivers, consents or other documents which may be necessary to enable the Buyer or its nominees to
be registered as the holders of Shares or of any shares of the Subsidiaries; and



 


		4.2.4	the statutory books, minute books and share certificate books of the Company and each of the Subsidiaries
(duly written up to date as at immediately prior to Completion), their respective common seals (where relevant), certificates of incorporation,
commercial and trade licences and constitutional documents.



 






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		4.3	At Completion:



 


		4.3.1	the Seller shall procure the passing of resolutions of the sole director of the Company approving the
registration of the share transfers referred to in Clause 4.2.1; and



 


		4.3.2	the Buyer shall pay the consideration as set out in Clause 3.1 by way of electronic transfers of immediately
available funds to a bank account nominated by the Seller.



 


		4.4	The Seller shall indemnify and keep indemnified the Buyer against all costs, losses or damages the Buyer
may incur or suffer as a result of any document delivered to it under this Clause 4 being unauthorised, invalid or for any other
reason ineffective for its purpose.



 


		5.	PRE-COMPLETION UNDERTAKINGS



 


Pending registration of the transfers
of the Shares, the Seller undertakes to exercise all voting and other rights attaching to the Shares as directed by the Buyer and on request
to appoint such person as the Buyer may nominate as the Seller’s proxy or attorney to exercise such rights.


 


		6.	Warranties 



 


		6.1	The Seller warrants and represents to the Buyer that each of the following warranties is accurate in all
respects at the date of this Agreement and separately and additionally that each warranty will be accurate as at Completion:



 


		6.1.1	the Seller is the sole legal and beneficial owner and the sole registered holder of the Shares;



 


		6.1.2	the Seller is entitled to sell, or procure the sale of, and transfer the full legal and beneficial interest
in the Shares to the Buyer on the terms of this Agreement, without obtaining the consent or approval of any third party;



 


		6.1.3	the Shares comprise the entire issued and allotted share capital of the Company and are fully paid or
credited as fully paid;



 


		6.1.4	there is no Encumbrance on, over or affecting the Shares and no person has any conditional or absolute
option, right of pre-emption or conversion, right to put, security interest over, right to acquire and/or the right to call for the transfer,
allotment or issue of any share or loan capital of the Company or any right or interest therein and there is no agreement or other arrangement
to give or create any of the foregoing and/or an Encumbrance and no person has claimed to be entitled to the same;



 


		6.1.5	the corporate information in respect of the Group set out in Schedule 1 is true and accurate;



 


		6.1.6	all shares in the Subsidiaries that are held by the Company are free from Encumbrances and third party
rights and there is no agreement or obligation to create any such Encumbrance in favour of any person;



 


		6.1.7	the Company does not have and never has had any subsidiary other than the Subsidiaries and the Company
has not agreed to acquire any interest in any body corporate other than the Subsidiaries;



 


		6.1.8	the Management Accounts:-



 


		(a)	have been prepared from the accounting records of each Group company with due care and attention and on
a basis consistent with that employed in preparing the Accounts;



 


		(b)	fairly reflect the assets and liabilities and the profits and losses of each Group company; and



 


		(c)	are not affected by exceptional or unusual items;



 






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		6.1.9	each Group company has within the relevant time limits correctly made all returns, given all notices and
submitted all computations, accounts or other information required to be made, given or submitted to any tax authority and all such returns
and other documentation were and are true, complete and accurate;



 


		6.1.10	each Group company has conducted its business in accordance with its memorandum and articles of association,
trade licences (where applicable) and all applicable law and regulations of any jurisdiction in which it carries on business and there
has been no violation of, or default with respect to, any sanction, order or judgment of any court, tribunal, governmental agency or regulatory
authority in any jurisdiction which has, or could have, an adverse effect on the assets or business of a Group company;



 


		6.1.11	each Group company has all necessary licences for the proper carrying on of its business in any part of
the world and each licence is valid, in force and unconditional or subject only to a condition that has been fulfilled and under which
no further action is required;



 


		6.1.12	there are no factors that might in any way prejudice the continuance or renewal of any licence of any
Group company and each Group company has at all times carried on its business in compliance with the terms and conditions of its licence;



 


		6.1.13	no Group company has given any power of attorney which remains in effect nor has it given any other similar
authority which is still outstanding (other than authority for an employee to enter into routine trading contracts in the usual course
of their duties);



 


		6.1.14	there is no liability, outstanding or contingent or anticipated, to any present or former employee, agent
or representative other than remuneration accrued for the current wage or salary period or for reimbursement of normal business expenses
and any end of service gratuity in respect of any employees of Royal Lion DMCC has been duly accounted for and accrued in the Accounts;



 


		6.1.15	the Company has no outstanding liabilities, debts, obligations or loan capital nor has it borrowed or
raised any money nor is it a party to any acceptance credit facility, bill of exchange, promissory note or any other arrangement the purpose
of which is to raise money which it has not repaid nor has the Company engaged in financing of a type which would not require to be shown
or reflected in the Accounts;



 


		6.1.16	Royal Lion DMCC has within the relevant time limits correctly made all returns, accounts and reports (including
its annual audited reports) required to be made, given or submitted to the DMCC and all such returns, accounts and reports were and are
true, complete and accurate;



 


		6.1.17	Royal Lion DMCC is not subject to any sanctions from the DMCC or any other governmental agency or regulatory
authority in the UAE and no sanctions are noted on Royal Lion DMCC’s DMCC portal as at the Completion date; and



 


		6.1.18	the total share capital of Royal Lion DMCC (being AED 50,000) is deposited in Royal Lion DMCC’s company
bank account.



 


		6.2	Each of the warranties shall be interpreted as a separate and independent warranty so that the Buyer shall
have a separate claim and right of action in respect of every breach of each warranty.



 


		6.3	The Seller undertakes both before and after Completion to notify the Buyer immediately in writing of any
event, matter or circumstance which comes to its knowledge which is, or may constitute, a breach of, or which is, or may be, inconsistent
with any of the warranties in this Clause.



 


		6.4	The Seller undertakes that the investment in Fortunext Asset Management Limited (“FAML”),
a company incorporated in Cayman Islands with a company number of 341914 and registered address at Ogier Global (Cayman) Limited, 89 Nexus
Way, Camana Bay, Grand Cayman KY1-9009, Cayman Islands, had been written off as of the date of this Agreement. Any subsequent expenses
incurred for by FAML will be borne solely by the Seller and should any Group Company incur any liabilities in respect thereof, the Seller
shall indemnify the Buyer to the fullest extent permitted by law.



 






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		6.5	The Seller hereby represents, warrants and undertakes that any amount due and payable by any Group Company
to the Seller shall be waived by the Seller and the Seller shall be responsible for any amount due and payable by any Group Company to
any third party.



 


		7.	TERMINATION



 


		7.1	The Buyer is not obliged to complete this Agreement unless the purchase of all of the Shares is completed
simultaneously in accordance with this Agreement and the Seller has fulfilled all of its obligations to be performed at Completion under
this Agreement.



 


		7.2	If at or before Completion:-



 


		7.2.1	any event occurs which, in the Buyer’s reasonable opinion, affects or is likely to affect materially and
adversely the financial position or business prospectus of the Company or any of the Subsidiaries;



 


		7.2.2	the Buyer considers that any of the warranties have been breached or would be breached if the warranties
were repeated at Completion by reference to the facts and circumstances then existing or if otherwise untrue or inaccurate or misleading
in any respect;



 


		7.2.3	any government, governmental, supranational or regulatory agency or authority institutes, or threatens
to institute, proceedings to challenge this Agreement or to take any action as a result of its implementation or imposes any sanction
on the Company or any of its Subsidiaries; or



 


		7.2.4	any licences, approvals, consents or permits relating to the Company or any of its Subsidiaries are revoked,
or are likely to be revoked, or any renewal of such licences, approvals, consents or permits is rejected by any government, governmental,
supranational or regulatory agency or authority,



 


the Buyer may terminate this Agreement
immediately upon written notice to the Seller.


 


		7.3	If Completion does not proceed on the date stated in Clause 4.1 the Buyer may by notice to the Seller:-



 


		7.3.1	proceed to Completion so far as practicable;



 


		7.3.2	postpone Completion to such date as the Buyer specifies in which event the provisions of this Agreement
apply as if that other date is the date of Completion; or



 


		7.3.3	terminate this Agreement immediately upon written notice to the Seller.



 


		8.	Notices



 


		8.1	Any notice required to be given under this Agreement shall be deemed duly served if left at or sent by
registered or recorded delivery post to the registered office of the relative party as stated above or notified for the purpose of this
Agreement.



 


		8.2	Any such notice shall be deemed to be served at the time when the same is handed to or left at the address
of the party to be served.



 






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		9.	Entire Agreement



 


		9.1	This Agreement sets out the entire agreement and understanding between the parties in respect of the sale
and purchase of the Shares. Accordingly this Agreement supersedes and extinguishes any prior agreements, arrangements or statements. It
is agreed that:-



 


		9.1.1	a party may claim in contract for breach of warranty under this Agreement but shall have no claim or remedy
in respect of any misrepresentation (whether negligent or otherwise) or any untrue statement made by any other party before this Agreement;



 


		9.1.2	this Clause shall not exclude any liability or remedy for fraud or fraudulent misrepresentation by a party;
and



 


		9.1.3	save as expressly set out in this Agreement, no party shall owe any duty of care to any other party.



 


		9.2	No variation of this Agreement shall be effective unless made in writing and signed by or on behalf of
both the Seller and the Buyer.



 


		10.	Assignment



 


This Agreement is personal to the parties
and neither it nor any benefit arising under it may be assigned without the prior written consent of the other party and no party shall
purport to assign or transfer the same provided that this Agreement may be assigned by the Buyer to any company which is for the time
being an associated company of the Buyer.


 


		11.	Contracts (Rights of Third Parties) Act 1999



 


Except as expressly provided in this
Agreement, a person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999
to rely upon or enforce any term of this Agreement provided that this does not affect any right or remedy of the third party which exists
or is available apart from that Act.


 


		12.	Counterparts



 


This Agreement may be executed in any
number of counterparts and by each of the parties on separate counterparts each of which when executed shall be deemed to be an original,
but all the counterparts together shall constitute one and the same agreement.


 


		13.	Law and Jurisdiction



 


		13.1	This Agreement and any dispute or claim arising out of or in connection with it or its subject matter
or formation (including non-contractual disputes and claims) are governed by, and shall be construed in accordance with the laws of England.



 


		13.2	The parties hereby submit to the exclusive jurisdiction of the High Court of England and Wales in relation
to any matter, dispute or claim arising out of or in connection with this Agreement, its implementation or effect or in relation to its
existence or validity (including non-contractual disputes or claims).



 


Agreed
by the parties on the date set out at the head of this Agreement.


 


	/s/ WANG JIAN	 	/s/ WANG JIAN
	WANG JIAN
    	 	LION FINANCIAL GROUP LIMITED
	 	 	 
	 	 	By:	 WANG JIAN
	 	 	Title: 	 Director



 



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schedule
1


 


	COMPANY NAME	 	COMPANY NUMBER	 	COUNTRY OF INCORPORATION	 	SHAREHOLDERS
	Royal Lion Middle East DMCC (Royal Lion DMCC)	 	DMCC-564159 	 	DMCC, Dubai, UAE	 	Royal Lion Investment Limited (100%)
	Royal Lion Investment Limited 	 	340188 	 	Cayman Islands	 	
    # Lion Fintech Group Limited (35%)

    Bin Zayed International LLC (50%)

    Shouk World Ltd (15%)

	Lion Fintech Group Limited (the Company)	 	1937158 	 	British Virgin Islands	 	Mr Wang Jian (100%)


 


		#	According to the amended and restated memorandum and articles
of association of Royal Lion Investment Limited adopted on 22 May 2019, Lion Fintech Group is entitled to own 70% voting rights and 70%
dividend sharing right in Royal Lion Investment Limited.