SALE
& PURCHASE AGREEMENT FOR THE ACQUISITION


 


of


 


100%
OF THE SHARES AND ASSETS OF CHINA ENTERPRISE OVERSEAS

 INVESTMENT & FINANCE GROUP LIMITED.


 


THIS
AGREEMENT is between


 


YINFU
GOLD CORPORATION


a
company incorporated under the laws of the State of Wyoming, USA,


with
its address at


Unit
B, 5/fl CKK Commercial Centre, 289 Hennessy Road, Wanchai,


Hong
Kong


(“YINFU”
or the “Company”),


 


And
Liu Rong Hua, M.D., representing the shareholders of


 


100%
of the shares of


 


CHINA
ENTERPRISE OVERSEAS INVESTMENT & FINANCE GROUP LIMITED


(a
British Virgin Islands Company)


with
its address at


Quastisky
Building, P.O. Box 4389, Road Town, Tortola, British Virgin Islands


(“CEO”)


 


 


Collectively
the Parties


 


WHEREAS,
YINFU desires to purchase 100% of the Issued and Outstanding shares of CEO, together with all of the assets of CEO (the Business
Assets”) on the terms and subject to the conditions set forth herein and;


 


WHEREAS,
CEO owns the Dahua online shopping mall: China’s first Internet B2C shopping platform with over 31 million registered customers,
described more fully in Appendix A and;


 


WHEREAS,
YINFU has agreed to issue 800 million shares of YINFU to CEO to acquire 100% of the shares and assets of CEO for a cost of US$48
million and;


 


WHEREAS,
YINFU feels it is in its best interest that it acquire the aforesaid shares and assets and;


 


WHEREAS,
Liu Jun, the President, Chief Executive Officer and Chairman of YINFU is the Company’s signing authority.


 


NOW,
THEREFORE, in consideration of the foregoing premises and the mutual covenants, agreements, representations and warranties
contained herein, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


 






    	 



    	 



    




 


ARTICLE
I


SALE
AND PURCHASE OF SHARES


 


1.1
On the basis of the representations herein contained and on the terms and subject to the conditions set forth herein, CHINA
ENTERPRISE OVERSEAS INVESTMENT & FINANCE GROUP LIMITED hereby agrees to sell, assign, transfer convey and deliver to YINFU,
100% of their shares and the assets in CEO, for US$48 million, together with all of its rights, titles and interests in the business
assets and all attendant or related assets, including, but not limited to: proprietary intellectual property, documents, deeds,
files, titles, patents, know-how and good-will, together with any other item, assets, products, files, records, documents, signatures,
interests or rights pertaining to or relating to the Business Assets in keeping with the intentions and the spirit of this Agreement.


 


1.2
YINFU hereby agrees to purchase and acquire 100% of the shares of CEO and all of its Business Assets from CEO and pay CEO an aggregate
of eight hundred million (800,000,000) new Common Shares of the Company and that this shares issuance represents payment in full
of the US$48 million noted in paragraph 1.1.


 


1.3
It is understood by the Parties that the 800,000,000 shares of YINFU so issued as payment for the business assets will be restricted
shares as required by Rule 144 of the United States Securities Act (the “Act” and shall display a restrictive legend
as required by the United States Securities and Exchange Act,


 


1.4
On the basis of the representations herein contained and on the terms and subject to the conditions set forth herein, CEO hereby
agrees to transfer control of the shares and assets of CEO to YINFU through the acceptance and confirmation of the issuance and
granting, by YINFU, of 800,000,000 newly issued shares of YINFU which shares, represents the full purchase price of 100% of the
shares of CEO and all of its assets as described in Appendix A


 


ARTICLE
II


CLOSING


 


2.1
The consummation of the transfer by CEO to YINFU, and the acquisition by YINFU of CEO and its assets by the payment of 800 million
new Common Shares shall occur on November 20, 2014 (the “Closing Date”). Immediately at the Closing Date, YINFU shall
deliver, or cause to be delivered, to CEO, a board resolution confirming the issuance of 800 million Common Shares that are being
sold, assigned, and conveyed to the shareholders of CEO, such board resolution shall be duly executed, endorsed and/or authenticated
for delivery to CEO. (Appendix B)


 


2.2
Immediately after the Closing, YINFU shall deliver to CEO, Stock certificate(s) representing 800 million shares issued in the
name or names designated by CEO. It is understood that the stock certificates so delivered will display the required restrictive
legend pursuant to Rule 144 of the United States Securities and Exchange Act.


 


2.3
On or before January 1, 2015, CEO shall deliver, for transmittal to YINFU, duly authorized, properly and fully executed documents
in English, evidencing and confirming the sale of 100% of the shares of CEO and its assets specifically detailing the assets and
an asset valuation by a 3rd party IP valuator.


 


ARTICLE
III


EXECUTION


 


3.1
Yinfu shall execute and deliver to CEO, on the Closing Date, any and all such other documents and instruments, and take or cause
to be taken any and all such other and further actions that may be necessary, appropriate or advisable in order to vest fully,
and to confirm the purchase and sale, the title to and possession of the Common Shares of YINFU.


 






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3.2
CEO shall execute and deliver to YINFU, on the Closing Date, any and all such other documents and instruments, and take or cause
to be taken any and all such other and further actions that may be necessary, appropriate or advisable in order to vest fully,
and to confirm the purchase and sale, the title to and possession of 100% of the shares of CEO and all of the assets of CEO.


 


ARTICLE
IV


REPRESENTATIONS
AND WARRANTIES OF YINFU


 


YINFU
hereby represents and warrants to CEO as follows (it being acknowledged that CEO is entering into this Agreement in material reliance
upon each of the following representations and warranties, and that the truth and accuracy of each of which constitutes a condition
precedent to the obligations of YINFU hereunder):


 


4.1
Authorization. YINFU, represented by Liu Jun, the President, Chief Executive Officer and Chairman of YINFU has full power,
legal capacity and authority to enter into this Agreement and to consummate the transaction herein contemplated, and to perform
all obligations hereunder. This Agreement constitutes the legal, valid and binding obligation of YINFU, and this Agreement is
enforceable with respect to CEO in accordance with its terms. Neither the execution and delivery of this Agreement, nor the compliance
with any of the provisions hereof, will (a) conflict with or result in a breach of, violation of or default under any of the terms,
conditions or provisions of any note, bond, mortgage, indenture, license, lease, credit agreement or other agreement, document,
instrument or obligation to which YINFU is a party or by which YINFU or any of its assets or properties may be bound or (b) violate
any judgment, order, injunction, decree, statute, rule or regulation applicable to YINFU or the assets or properties of YINFU.


 


4.2
Legality of Shares. To the best of YINFU’s knowledge, the Common Shares, when delivered as provided in this Agreement,
will be validly issued, fully paid and nonassessable. The Common Shares, upon sale, assignment, transfer and conveyance thereof,
will not be subject to the preemptive right of any shareholder or any other person. Upon delivery of and payment for the Common
Shares as set forth in this Agreement, CEO will receive title to the Common Shares thereto, free and clear of all liens, encumbrances,
charges and claims whatsoever.


 


4.3
Compliance with Securities Laws.


 


(a)
No formal or informal investigation or examination by the Securities and Exchange Commission (the “Commission”) or
by the securities administrator of any state is pending or threatened against YINFU.


 


(b)
Neither YINFU, nor any of its directors or officers, have been convicted of any felony or misdemeanor in connection with the sale
or purchase of any security or involving the making of any false filing with the Commission.


 


(c)
YINFU is not subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminarily or permanently
restraining or enjoining such person from engaging in or continuing any conduct or practice in connection with the sale or purchase
of any security or involving the making of any false filing with the Commission.


 


4.4
No undisclosed Issues or Liabilities. YINFU warrants that to the best of its knowledge there are no, issues that might
tend to cause damage to YINFU or its shareholders, or state or federal regulatory problems of any description.


 






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ARTICLE
V


REPRESENTATIONS
AND WARRANTIES OF CEO


 


5.1
Authorization. CEO has full power, legal capacity and authority to enter into this Agreement, to execute all attendant
documents and instruments necessary to consummate the transaction herein contemplated, to purchase and acquire the Common Shares
from YINFU and to perform all obligations hereunder. This Agreement constitutes the legal, valid and binding obligation of CEO
and this Agreement is enforceable with respect to CEO, in accordance with its terms.


 


5.2
Information Regarding this Agreement and the Company. CEO has obtained such information regarding the financial position
and prospects of YINFU, as CEO considers necessary or appropriate for the purpose of purchasing and acquiring the Common
Shares from CEO pursuant to this Agreement.


 


5.3
Compliance with Securities Laws.


 


(a)
No formal or informal investigation or examination by the Commission or by the securities administrator or legal authority of
any state or jurisdiction within or outside of the United States, Canada, China or the British Virgin Islands, is pending or threatened
against CEO, or the assets of CEO.


 


(b)
Neither CEO nor its officers or owners have not been convicted of any felony or misdemeanor in connection with the sale or purchase
of any security or involving the making of any false filing with in any jurisdiction .


 


(c)
CEO is not subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminarily or permanently
restraining or enjoining them from engaging in or continuing any conduct or practice in connection with the sale or purchase of
any security or involving the making of any false filing with in any jurisdiction.


 


5.4
Disclosure of Transference of Control


 


(a)
CEO understands and accepts that certain legal and regulatory filings and disclosures will be required in order to properly and
legally execute the transfer of control of the shares and assets. Such filings and disclosures include, but are not limited to
the filing of a Schedule 14C Information Statement pursuant to Section 14(c) of the Securities Exchange Act of 1934 or a Form
8-K with the United States Securities and Exchange Commission, 


 


(a)
one or more filings of the Initial statement of beneficial ownership of securities on Schedule 13D or other similar ownership
forms. 


 


(b)
CEO will assist fully in the preparation and filing of all such required filings in order to fully insure that all required filings
are executed and filed properly and in a timely manner.


 


(c)
CEO will provide a detailed list of CEO individuals or entities (the “New Shareholders”) designated to receive Common
Shares of YINFU pursuant to issuance of the 800,000,000 Common Shares specified in this Agreement.


 


(i)
The above noted detailed list of CEO New Shareholders shall include the full legal name of the individual or entity receiving
YINFU Common Shares, the full address and citizenship or corporate jurisdiction of each New Shareholder (Attached hereto as Appendix
C).


 


5.5
CEO warrants that they and CEO shall deliver to YINFU all of rights, titles and interests in 100% of the shares of CEO, the company
CEO and the assets and all attendant or related assets, including, but not limited to: proprietary intellectual property, maps,
documents, deeds, files, titles, patents, know-how and good-will, together with any other item, assets, products, files, records,
documents, signatures, interests or rights pertaining to or relating to the Assets in keeping with the intentions and the spirit
of this Agreement.


 






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5.6
CEO warrants that all translations in English of all documents, as required by the US Securities Act shall be accurate legal translations
and that any discrepancy between the original documentation and the English translation, the English translation shall take precedence.


 


5.7
CEO warrants and confirms that immediately upon closing it will, undertake a full and up-to-date audit of the financial position
of CEO, which audit will be conducted by an auditor qualified by the Public Company Accountability Oversight Board (P.C.A.O.B.)


 


ARTICLE
VI


MISCELLANEOUS
PROVISIONS


 


6.1
Parties in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties hereto, and the heirs
and personal representatives of each of them, but shall not confer, expressly or by implication, any rights or remedies upon any
other party.


 


6.2
Confidentiality. The Parties agree that the terms and conditions of this agreement shall be kept strictly confidential
and shall not reveal or divulge to any third party or entities other than for regulatory filings or tax purposes and/or pursuant
to a court order. The parties further agree that any dissemination of this agreement shall not be made without prior written consent
of the other party.


 


6.3
Governing Law. This Agreement is made and shall be governed in all respects, including validity, interpretation and effect,
by the laws of the State of Wyoming.


 


6.4
Shares to Be Held In Escrow. The Parties agree that all shares issued, pursuant to the terms and conditions of this agreement,
shall be issued as soon as practicable following the signing of this agreement, but all shares so issued SHALL BE HELD IN ESCROW
and shall be deemed to be in the full control of the issuing party until the Closing.


 


6.5
Notices. All notices, requests or demands and other communications hereunder must be in writing and shall be deemed to
have been duly made if personally delivered or mailed, postage prepaid, to the parties as follows:


 


	 	 (a) If to YINFU, to:	Yinfu Gold Corporation 
	 	 	c/o Liu Jun
	 	 	Unit B, 5/fl CKK
    Commercial Centre,
	 	 	289 Hennessy Road,
	 	 	Wanchai, Hong Kong


 


	 	 (b)
    If to CEO, to:	Liu
    Rong Hua 
	 	 	Shenzhen
    City Bao’an Zhongxin Qu
	 	 	Hai Yiu Lu 2021-1 Hao 
	 	 	Rong Chao Bin Hai Da Xia Block B Room 609
	 	 	China


 


Either
party hereto may change his address by written notice to the other party given in accordance with this Section 6.5.


 






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6.6
Entire Agreement. This Agreement contains the entire agreement between the Parties and supersedes all prior agreements,
understandings and writings between the Parties with respect to the subject matter hereof. Each party hereto acknowledges that
no representations, inducements, promises or agreements, verbal or otherwise, have been made by either party, or anyone acting
with authority on behalf of either party, which are not embodied herein, and that no other agreement, statement or promise may
be relied upon or shall be valid or binding. Neither this Agreement nor any term hereof may be changed, waived, discharged or
terminated verbally. This Agreement may be amended or any term hereof may be changed, waived, discharged or terminated by an agreement
in writing signed by each of the parties hereto.


 


6.7
Captions and Headings. The article and section headings throughout this Agreement are for convenience and reference only,
and shall in no way be deemed to define, limit or add to the meaning of any provision of this Agreement.


 


6.8
Attorneys’ Fees. In the event of any litigation between the parties hereto, the non-prevailing party shall pay the
reasonable expenses, including the attorneys’ fees, of the prevailing party in connection therewith.


 


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


 


ON
BEHALF OF YINFU GOLD CORPORATION:


 


	/s/
    Liu Jun	 	Designated Signing
    Authority
	 	 	Liu
    Jun
	 	 	President, CEO, Chairman
	 	 	Yinfu Gold Corporation.





 


ON
BEHALF OF CHINA ENTERPRISE OVERSEAS INVESTMENT & FINANCE GROUP LIMITED:


 


	/s/
    Liu Rong Hua, M.D. 	 	Designated Signing Authority
	 	 	Liu Rong
    Hua, M.D.
	 	 	Director
	 	 	China Enterprise Overseas Investment &
    Finance Group Limited


 






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