UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

 

For the month of May 2020

 

Commission File Number: 001-38397

 

Farmmi, Inc.

(Registrant’s name)

 

No. 307, Tianning Industrial Area
Lishui, Zhejiang Province
People’s Republic of China 323000

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.:

 

Form 20-F  x Form 40-F ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K on paper as permitted by Regulation S-T Rule 101(b)(1): ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K on paper as permitted by Regulation S-T Rule 101(b)(7): ¨

 

 

 

 

 

 

As previously disclosed, the Registrant’s VIE entity Hangzhou Nongyuan Network Technology Co., Ltd. (“Nongyuan Network”) was wholly owned by our director Zhengyu Wang. On September 18, 2016, Zhengyu Wang, Nongyuan Network and the Registrant’s wholly-owned subsidiary Hangzhou Suyuan Agriculture Technology Co., Ltd. (“Suyuan Agriculture”) signed a series of contractual agreements. These agreements include an Exclusive Management Consulting and Technology Agreement, an Equity Pledge Agreement, an Exclusive Call Option Agreement, a Proxy Agreement and a Power of Attorney (collectively, the “Original VIE Agreements”). The Original VIE Agreements obligated Suyuan Agriculture to absorb a majority of the risk of loss from Nongyuan Network’s activities and entitle Suyuan Agriculture to receive a majority of their residual returns. In essence, Suyuan Agriculture and the Registrant had gained effective control over Nongyuan Network.

 

Our director Zhengyu Wang and his wife, our CEO, Yefang Zhang own Forasen Group Co., Ltd. (“Forasen Group”), and its subsidiaries and some other companies. According to the Registrant’s PRC counsel, with the expansion of Forasen Group’s business scope and scale, the Registrant, as a related party, needs a clearer division of interests and risk isolation to the other entities controlled by Zhengyu Wang. In case of debt dispute or lawsuit, once the equity under his name was involved or enforced, it is possible that this risk may transmit to the Registrant through its VIE entity. Therefore, the Registrant and Zhengyu Wang decided to take precautions. Accordingly, on December 4, 2019, Zhengyu Wang transferred his 100% shares of Nongyuan Network to his adult daughter Xinyang Wang. As a result, Xinyang Wang holds 100% shares of Nongyuan Network. On December 10, 2019, Xinyang Wang, as the new shareholder of Nongyuan Network, signed a series of VIE agreements with Nongyuan Network and Suyuan Agriculture (the “Xinyang Wang VIE Agreements”).

 

On May 15, 2020, to clarify the legal effect of the Original VIE Agreements and to sustain the effective control over Nongyuan Network by the Registrant, the following agreements were signed with the effective date of December 10, 2019:

 

(1) Zhengyu Wang, Nongyuan Network and Suyuan Agriculture signed a termination agreement to confirm that the Original VIE Agreements have been terminated because Zhengyu Wang is no longer the shareholder of Nongyuan Network;

 

(2) Zhengyu Wang, Dehong Zhang (the legal representative of Nongyuan Network), Xinyang Wang, Nongyuan Network and Suyuan Agriculture signed a joint statement to confirm that the board of directors of the Registration has the ultimate authority over the matters of the VIE entity Nongyuan Network.

 

The board of directors of the Registrant approved and ratified these VIE adjustments. The Registrant does not expect any negative impact of these VIE adjustments on its operation. Xinyang Wang VIE Agreements enable Suyuan Agriculture and the Registrant to keep the effective control over Nongyuan Network. A copy of the relevant agreements are attached hereto and are incorporated herein by reference.

 

Exhibits:

 

10.1   Translation of Exclusive Management Consulting and Technology Agreement between Hangzhou Suyuan Agriculture Technology Co., Ltd. and Hangzhou Nongyuan Network Investment Management Co., Ltd. dated December 10, 2019.
     
10.2   Translation of Equity Pledge Agreement among Hangzhou Suyuan Agriculture Technology Co., Ltd., Xinyang Wang and Hangzhou Nongyuan Network Investment Management Co., Ltd. dated December 10, 2019.

 

 

 

 

10.3   Translation of Exclusive Call Option Agreement among Hangzhou Suyuan Agriculture Technology Co., Ltd., Xinyang Wang and Hangzhou Nongyuan Network Investment Management Co., Ltd. dated December 10, 2019.
     
10.4   Translation of Proxy Agreement among Hangzhou Suyuan Agriculture Technology Co., Ltd., Xinyang Wang and Hangzhou Nongyuan Network Investment Management Co., Ltd. dated December 10, 2019.
     
10.5   Translation of Power of Attorney between Xinyang Wang and Zhengyu Wang dated December 10, 2019.
     
10.6   Translation of Termination Agreement among Zhengyu Wang, Hangzhou Suyuan Agriculture Technology Co., Ltd. and Hangzhou Nongyuan Network Investment Management Co., Ltd. dated May 15, 2020 with the effective date of December 10, 2019.
     
10.7   Translation of Joint Statement among Zhengyu Wang, Dehong Zhang, Xinyang Wang, Hangzhou Suyuan Agriculture Technology Co., Ltd. and Hangzhou Nongyuan Network Investment Management Co., Ltd. dated May 15, 2020 with the effective date of December 10, 2019.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  FARMMI, INC.
     
  By: /s/ Yefang Zhang
  Name: Yefang Zhang
  Title: Chief Executive Officer

 

Dated: May 20, 2020

 

 

 

 

Exhibit 10.1

 

Exclusive Management Consulting and

 

Technology Agreement

  

Between

  

Hangzhou Suyuan Agricultural Technology Co., Ltd.

 

And

  

Hangzhou Nongyuan Network Technology Co., Ltd.

  

December 10, 2019

 

 

 

 

Exclusive Management Consulting and

 

Technology Agreement

  

This Exclusive Management Consulting and Technology Agreement (“This Agreement”) is made and entered into this on December 10, 2019 in Hangzhou, People’s Republic of China (“PRC”).

 

BETWEEN:

 

Party A: Hangzhou Suyuan Agricultural Technology Co., Ltd. a foreign-owned enterprise established that exists under the law of PRC, located in Hangzhou City.

  

AND

 

Party B: Hangzhou Nongyuan Network Technology Co., Ltd. , an LLC established and existed under the law of PRC, located in Hangzhou City.

  

Each Party “A” or “Party B”, collectively “both parties”.

  

WHEREAS,

  

1. Party A is a foreign-owned company registered in PRC, it owns necessary resources to provide supporting services such as technology or management consulting service and intellectual property license, etc.

 

2. Party B is a company registered in PRC, and it is engaged in software technology development business (“Major Business”)under appropriate approval by relevant government departments of PRC.

  

3. Party A agrees to provide Party B with exclusive technical and commercial support, management consulting service about Major Business of Party B. Party B agrees to accept consulting and other services provided by Party A or its designated party under this agreement.

 

 

 

 

NOW THEREFORE, towards decision-making by consensus, both parties agree as follows:

 

1. Service Provided

 

  1.1 Pursuant to terms and condition of this Agreement, Party B hereby appoints Party A as its exclusive service provider providing comprehensive management consulting, technical supporting, intellectual property license and other relevant services, including all services within major business of Party B and decided necessary from time to time by Party A, including, without limitation:

  

1.1.1   Management Consulting: Draft, modify and perfect strategic development plan, business and investment plan, product and service marketing development strategic plan, annual financial budget plan, internal management plan, and basic management principles of Party B, supervise and urge Party B to act pursuant to these plans and principles.

  

1.1.2   Technical Supporting: Technical research, development, maintenance and upgrade related to business operation of Party B; provide Party B with consulting services regarding purchasing necessary equipment, software and hardware system; technical training and guidance to staff of Party B; other services regarding technology in business operation of Party B.

 

1.1.3   Intellectual Property: Party A agrees that Party B can use intellectual properties owned by Party A and are necessary for business operation of Party B (including, without limitation: trademarks, patents, websites, domain names, software and other intellectual properties).

  

1.2 Party B accepts consulting and services provided by Party A. Party B further agrees that Party B cannot acquire the same or similar consulting and/or services as set in this agreement from any third party directly or indirectly in the term of this agreement, cannot build any cooperation relationship with any third party regarding matters related to this Agreement, cannot enter into any transaction which will cause conflict of interest or will adversely affect interest of Party A under this agreement, except with Party A’s written consent. Both parties agree that Party A can designate other party (this designated party can enter into some agreements described in subsection 1.3 in this agreement with Party B) to provide Party B with services and/or support stated in this Agreement.

 

 

 

 

2. Payment

  

Both Parties agree that Party B will pay Party A 95% of its profit after covering the deficit, paying statutory common reserve, and paying taxes as payment to Party A (“Service Fee”) for all services provided 3 months after every fiscal year.

 

The said service fee rate can be adjusted according to operation needs of Party B with Party A’s written consent.

  

3. Intellectual Property and Confidentiality

  

  3.1 Party A has exclusive rights and interests of any right, interest, ownership, intellectually property, including, without limitation, copyrights, patents, claims of patent application, software, technological know-how, trade secrets and others produced or created according to this Agreement. Party B shall sign all appropriate documents, take all appropriate measures, submit all documents and/or applications, provide all appropriate assistance and other necessary actions in Party A’s sole discretion, in order to endow all related ownership, rights and interests to Party A, and/or improve Party A’s protection of such intellectual properties.

 

  3.2 Both parties agree and acknowledge that content in this Agreement, and any oral or written materials exchanged between both parties in preparation of this Agreement shall be deemed as confidential information. All confidential information thereof will be maintained confidential and will not be disclosed or reproduced in any manner whatsoever to any third parties without written consent of the other party, except: (a) any information disclosed or will be disclosed to the public (information not disclosed to the public by one part without authorization only); (b) any information should be disclosed in accordance with applicable laws and regulations, stock exchange rules, or order by government or court; or (c) any information that needed to be disclosed to shareholders, investors, legal or financial consultant regarding transaction in this Agreement, while shareholders, investors, legal or financial consultant should comply with confidentiality clauses as well. Each side should be liable for breaching the contract if staff of or agencies hired by this side breached the confidentiality clauses. This section will survive termination of this Agreement.

 

 

 

 

  3.3 Both parties agree that this section will survive regardless of modification, dissolution or termination of this Agreement.

  

4. Statements and Guarantee

 

  4.1 Party A states and guarantees as follows:

 

4.1.1   Hangzhou Suyuan Agricultural Technology Co., Ltd. is a foreign-owned company established and exists under the law of PRC.

  

4.1.2   Party A has taken necessary actions, gained necessary authorizations and approval from third party and government departments in order to sign, deliver and fulfill this Agreement; Party A’s signature, delivery and fulfillment to this Agreement is NOT against relevant laws and regulations.

  

4.1.3   This Agreement constitutes legal, effective, binding force and mandatory obligation under this Agreement to Party A.

  

  4.2 Party B states and guarantees as follows:

 

4.2.1   Hangzhou Nongyuan Network Technology Co., Ltd. is an LLC that is established and exists under the law of PRC. It obtains necessary approvals and licenses to run its major business.

 

4.2.2   Party B has taken necessary actions, gained necessary authorizations and approval from third party and government departments in order to sign, deliver and fulfill this Agreement; Party B’ s signature, delivery and fulfillment to this Agreement is NOT against relevant laws and regulations.

  

 

 

 

4.2.3   This Agreement constitutes legal, effective, binding force and mandatory obligation under this Agreement to Party A.

  

5. Term and Validity

  

5.1 This Agreement is entered into and come into force at the date indicated in the headline.

 

5.2 Unless this Agreement terminates in accordance with this Agreement or other agreements between both parties, the term of validity of this Agreement is twenty (20) years.

  

5.3 Period of validity will automatically extend to the end of operation period of Party A or Party B when the validity expires, except for with written notice provided by Party A to Party B.

  

5.4 Party B has no right to terminate this Agreement except otherwise specified by law or stated in this Agreement.

  

6. Termination

  

6.1 Party B shall not terminate this Agreement in advance within period of validity of this Agreement, except for gross negligence or fraud by Party A occurred. Nevertheless, Party A shall terminate this Agreement at any time with thirty (30)days’ written notice prior to Party B.

  

6.2 Rights and obligations under section 3, 7 and 8 hereof will survive termination of this Agreement.

  

 

 

 

7. Governing Law and Dispute Resolving

  

7.1 This Agreement shall be concluded, executed, interpreted, construed, conducted, amended, terminated according to the laws of People’s Republic of China. Disputes shall be resolved according to the laws of PRC.

  

7.2 If any disputes caused by interpreting and conducting this Agreement arises, both parties of this Agreement shall settle the disputes through friendly negotiation in the first place. If the disputes remain unresolved 30 days after one party send written request to resolve the disputes to the other party, any party shall submit relevant disputes to China International Economic and Trade Arbitration Commission (the “Commission” or “CIETAC”). The disputes shall be resolved solely and exclusively by means of arbitration to be conducted in Hangzhou, in Chinese language. The decision of arbitration is final and has binding force to both parties.

  

7.3 To the extent permitted by law, both parties agree and authorize that the said arbitration agency has the right to make adjudication to take shares or assets of Party C as compensation, to issue injunction(if needed for business operation or mandatory assets transfer), or to make adjudication to liquidate Party C.

  

7.4 To the extent permitted by law, while the arbitration court is being built or in proper conditions, both parties agree and authorize that jurisdiction court has the right to enact provisional measures to support arbitration process.

  

7.5 While any dispute caused by interpreting and conducting this Agreement is in process of arbitration, both parties of this Agreement shall continue to execute other rights and fulfill other obligations under this Agreement other than the issue in dispute.

  

8. Compensation

  

Party B shall compensate Party A for any loss, damage, responsibilities and fees incurred by litigation, request, or other requirements aimed at Party A produced or caused by any consultation or services provided by Party A to Party B, in order to protect Party A from any damage, except for the loss, damage, responsibilities, or fees are caused by gross negligence or active negligence of Party A.

 

 

 

 

9. Notices

  

9.1 Any notice or correspondence under this Agreement shall be deemed served upon delivery by personal delivery, registered mail, pre-paid postage or business express or fax to the address hereunder. Each notice should be sent by email as well. The effective delivery date is defined as follows:

 

9.1.1   If the notice is sent though personal delivery, express service or registered mail, pre-paid postage, the date of reception or rejection at the notice address will be deemed as Delivery Date.

 

9.1.2   If the notice is sent by fax, the date of success delivery will be deemed as effective Delivery Date (proved by sending information automatically generated).

  

9.2 Notice addresses of both parties are as follows:

  

Party A : Hangzhou Suyuan Agricultural Technology Co., Ltd.

 

Address: Room 1147, 11th floor, Gufeng building, no. 555, Dongguan road, Puyan street, Binjiang district, Hangzhou.  

Consignee: Yan Sun 

Telephone:+86-0571-87555801 

Fax: +86-0571-87555826

  

Party B: Hangzhou Nongyuan Network Technology Co., Ltd.

 

Address: 9th floor Building A, 459 Qianmo Rd, Binjiang District, Hangzhou City, Zhejiang Province

Consignee: Yan Sun 

Mobile:+86-0571-87555801 

Fax: +86-0571-87555826

 

 

 

 

9.3 Any party can send notice to the other party to change the notice address according to this section.

 

10. Agreement Transfer

 

10.1 Party B shall not transfer its rights and obligations under this Agreement to a third party, except for with written consent by Party A in advance.

  

10.2 Party B agrees hereby, Party A can transfer its rights and obligations under this Agreement to a third party when needed with only written notice to Party B and without consent in any from Party B.

  

11. Severability

  

If one or more provisions of this Agreement is adjudicated invalid, illegal or unenforceable by any law or regulation, the validity, legality and enforcement of other provisions of this Agreement will not be affected or damaged. Both parties should negotiate friendly to substitute legal and valid provisions to the maximum expectation of both sides for invalid, illegal or unenforceable provisions. Economic effects produced by such valid provisions should be similar with that produced by those invalid, illegal or unenforceable provisions as much as possible.

  

12. Amendment and Supplements

  

Both parties shall make amendments and supplements to this Agreement in written agreements form. Signed amendment agreements and supplement agreements related to this Agreement constitute this entire Agreement and have the same legal effect with this Agreement.

  

13. Language and Counterparts

 

This Agreement is made in duplicate with both parties herein holding one copy each. Both copies have the same legal effect.

  

[PORTION OF PAGE INTENTIONALLY LEFT BLANK]

  

 

 

 

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respected Officers, thereunto duly authorized as of the date first above written.

 

PARTY A: Hangzhou Suyuan Agricultural Technology Co., Ltd.  
   
  /s/ Corporate Chop  
    
Signature:    
   
By: /s/ Zhengyu Wang  
Name: Zhengyu Wang  
Designation: Executive Officer  

 

PARTY B: Hangzhou Nongyuan Network Technology Co., Ltd.  
   
  /s/ Corporate Chop  
   
Signature:    
   
By: /s/ Zhengyu Wang  
Name: Zhengyu Wang  
Designation: Executive Officer  

  

 

 

Exhibit 10.2

 

Equity Pledge Agreement

 

Among

 

Hangzhou Suyuan Agricultural Technology Co., Ltd.

 

Xinyang Wang

 

And

 

Hangzhou Nongyuan Network Technology Co., Ltd.

 

December 10, 2019

 

 

 

 

Equity Pledge Agreement

 

This Equity Pledge Agreement (“This Agreement”) is made and entered into this on December 10, 2019 in Hangzhou, People’s Republic of China (“PRC”).

 

BETWEEN:

 

Party A: Hangzhou Suyuan Agricultural Technology Co., Ltd. (the “Pledgee”), a foreign-owned enterprise that is established and exists under the law of PRC, located in Hangzhou City.

 

Party B: Xinyang Wang (the “Pledgor”), citizens of People’s Republic of China, shareholders of Party C holding 100% shares, and;

 

Party C: Hangzhou Nongyuan Network Technology Co., Ltd. , an LLC that is established and exists under the law of PRC, located in Hangzhou City.

 

In this Agreement, Pledgee, Pledgor and Party C is one party each, collectively “all parties”.

 

WHEREAS,

 

1. Pledgor is citizen of People’s Republic of China, holding 100% shares of Party C at the time of signing this Agreement.

 

2. Party C is a LLC established and registered in Hangzhou, China. Party C desires to confirm rights and obligations of Pledgor and Pledgee under this Agreement and agrees to provide necessary assistance to complete pledge registration procedure.

 

3. Pledgee is a foreign-invested enterprise registered under law of PRC.

 

4. Pledgor, Pledgee and/or Party C have entered into several cooperation agreements, in order to ensure that Pledgor can fulfill its obligations under this Agreement in time, the Pledgor agrees to provide pledge guarantee with all the shares of Party C Pledgor holds.

 

NOW THEREFORE, towards decision-making by consensus, all parties agree as follows:

 

1. Definitions

 

In this Agreement, except for otherwise stated specified, the following defined terms shall have the following meaning:

 

1.1. “Pledge” means collateral rights granted to Pledgee in accordance with Section 2 by Pledgor, i.e. Pledgee’s prior rights of compensation when the pledged shares are auctioned or sold.

 

 

 

 

1.2. “Stock Equity” means all current and future shares of Party C held by Pledgor .

 

1.3. “Pledge Period” means the period starts from the effective date of this Agreement and ends in the termination date of all cooperation documents.

 

1.4. “Event of Default” has the meaning set out in Section 7.

 

1.5. “Default Notification” means a notification declaring event of default under this agreement sent by pledgor.

 

2. Pledge

 

Pledgor hereby agrees to pledge all current and future shares of Party C held by Pledgor to Pledgee, in order to guarantee that Pledgor and/or Party C will fulfill responsibilities and obligations, and will let Pledgee obtain all rights and interests under the following Agreements:

 

a. Exclusive Management Consulting and Technology Agreement dated as of December 10, 2019 and its supplemental agreements (if available) between Pledgee and Party C.

 

b. Exclusive Call Option Agreement dated as of December 10, 2019 and its supplemental agreements (if available) among Pledgee, Pledgor and Party C.

 

c. Proxy Agreement dated as of December 10, 2019 and its supplemental agreements (if available) between Pledgee and Pledgor.

 

Collectively, the “cooperation agreements”.

 

3. Pledge Registration

 

Pledgor and Party C should register the pledged securities in Party C’s shareholder list within three (3) Business Days after signing this Agreement, and submit application for pledge registration to relevant government departments within ten (10) Business Day after signing this Agreement.

 

All parties hereby acknowledges and agrees that all parties, together with other shareholders of Party C should provide this Agreement or an equity pledge agreement (the “Administrative Pledge Agreement”) faithfully reflecting pledge information under this Agreement to industrial and commercial administrative department as requested by local administrative departments, in order to complete administrative registration procedure. For items not stated in the Administrative Pledge Agreement, this Agreement shall prevail. Pledgor and Party C should submit all necessary documents and complete all necessary procedures as requested by industrial and commercial administrative department under laws and regulations of China, in order to obtain registration as soon as possible after submitting application.

 

 

 

 

In the event of failure to complete equity pledge registration because of administrative departments, Pledgor and Party C hereby promise: once the administrative departments agrees to issue pledge registration, Pledgor and Party C shall make best efforts to apply for pledge registration in time.

 

4. Custody

 

Pledgor should deliver the investment certificate issued by Party C to Pledgee for custody within three (3) Business Days after signing this Agreement, Party C should also deliver the shareholder list with pledge information to Pledgee for custody. Pledgee will keep these materials in the period of pledge under this Agreement.

 

5. Pledgor Statements and Guarantee

 

5.1. Pledgor is the sole legal owner of the pledged shares.

 

5.2. Pledgee has the right to dispose or transfer the pledged shares in accordance with this Agreement.

 

5.3. There are no liens, mortgages, encumbrance or the like, against the pledged shares, except for the pledge stated herein.

 

6. Pledgor’s Commitment and Confirmation

 

6.1. In the effective period of this Agreement, Pledgor promises to Pledgee that Pledgor will:

 

6.1.1. Not transfer pledged shares or add any collateral or other liabilities against the pledged shares without written consent of Pledgee except for conducting Exclusive Call Opinion Agreement signed among Pledgor, Pledgee and Party C.

 

6.1.2. Comply with and execute any laws and regulations about pledge rights. After receiving notification on pledge rights issued by relevant administrative departments, Pledgor shall present the said notification , guidance or suggestion to Pledgee within three (3) Business Days, follow the said notification, guidance, or suggestion, or put forward objections and statements in accordance with reasonable requirements of Pledgee or with Pledgee’s consent.

 

6.1.3. If Pledgor receives any events or notifications that will impact any equity or any partial rights, or will impact Pledgor’s commitments, obligations or execution of its obligations, Pledgor shall notify Pledgee in no time.

 

6.2. Pledgor agrees that the collateral rights obtained by Pledgee in accordance with this Agreement should not be interrupted or jeopardized by Pledgor or other persons through legal procedures. Pledgor guarantees to have made any proper arrangements and signed any necessary to ensure execution of this Agreement will not be adversely affected or hindered by Pledgor’ s successor, guardian, creditor, spouse or other third parties for Pledgor’ s death, loss of legal capacity, bankruptcy, divorce, or any other situations.

 

 

 

 

6.3. Pledgor guarantees to Pledgee that Pledgor will sign honestly and promote other relevant parties to sign all right certificates , covenant as requested by Pledgee and/or take actions and promote other relevant parties to take actions as requested by Pledgee, and to facilitate the execution of rights and authorizations granted to Pledgee, sign all documents about shares ownership with Pledgee or its designee, and provide Pledgee with all notifications, orders and decisions about collateral rights.

 

6.4. Pledgor guarantees to Pledgee that Pledgor will not take any dividends as of the pledged shares, such dividends should be deposited in designated bank account of Pledgor and will be used to pay off or charge against guaranteed liabilities in priority.

 

6.5. In the effective period of this Equity Pledge Agreement, if Party C is liquidated or stops operation for any reason and allocated any properties or assets to Pledgor, such properties or assets should be delivered to Pledgee and used to pay off or charge against guaranteed liabilities in priority.

 

6.6. Pledgor guarantees to comply with and conduct any guarantees, commitments, agreements, statements and conditions under this Agreement. If Pledgor does not conduct all or part of its guarantees, commitments, agreements, statements and conditions, Pledgor shall compensate Pledgee any loss thus caused.

 

7. Event of Default

 

7.1. The following events shall be deemed as event of default:

 

7.1.1. Pledgor or Party C failed to fulfill responsibilities under any of the cooperation agreements timely and completely.

 

7.1.2. Pledgor or Party C materially breached any terms or conditions of this Agreement.

 

7.1.3. Pledgor transfer or intents to transfer the pledged shares without written consent of Pledgee.

 

7.2. If Pledgor knows or finds any event described in Subsection 7.1 or any event possibly lead to occurrence of any event described in Subsection 7.1, Pledgor should notify Pledgee in written format immediately.

 

7.3. Unless the event of default has been remedied as requested by Pledgee within twenty (20) days after receiving notification from Pledgor, Pledgee has the right to execute collateral rights in accordance with Section 8 of this Agreement or under appropriate law.

 

 

 

 

8. Execution of Collateral Rights

 

8.1. In the event of default as stated in Subsection 7.1 of this Agreement or other events defined as event of default by law, Pledgee has the right to auction, sell or dispose the pledged shares in other ways under proper law of People’s Republic of China.

 

8.2. If Pledgee disposes pledged shares under this Agreement, Pledgor and Party should provide necessary assistance.

 

9. Transfer

 

9.1. Pledgor has no rights to transfer rights and obligations under this Agreement without prior consent from Pledgee.

 

9.2. This Agreement shall have binding force on Pledgor and its successor and authorized assignee, and is effective on and its successors and assignees.

 

9.3. Pledgee shall transfer its rights and obligations under the cooperation agreements to its assignee from time to time. In that case, the assignee have the same rights and obligations under this Agreement as the original Pledgee should have. If Pledgee transfers its rights and obligations under this Agreement, Pledgor should sign agreements and/or documents about transfer as requested by Pledgee.

 

9.4. As Pledgee changes because of transfer, Pledgor should sign a new Equity Pledge Agreement with the new Pledgee as requested by Pledgee and register at relevant administrative departments. The content of the new Equity Pledge Agreement should be the same as content in this Agreement.

 

9.5. Pledgor should strictly comply with terms under this Agreement and other cooperation agreements, fulfill obligation under all agreements. Pledgor will not actively or negatively take any action which could impact the effectiveness and coerciveness of this Agreement. Pledgor should not keep any rights of the pledged shares unless with Pledgee’s written instruction.

 

10. Termination

 

This Agreement will terminate at the date when cooperation agreements terminate. All parties should make proper arrangements in advance to assist Pledgee with pledge removal procedure.

 

11. Fees

 

Any fees and actual expenditures related to this Agreement, including without limitation, legal fees, cost of production, stamp duty and other taxes, expenses will be borne on Party C.

 

 

 

 

12. Confidentiality

 

All parties agree and acknowledge that content in this Agreement, and any oral or written materials exchanged among all parties in preparation of this Agreement shall be deemed as confidential information. All confidential information thereof will be maintained confidential and will not be disclosed or reproduced in any manner whatsoever to any third parties without written consent of the other party, except: (a) any information disclosed or will be disclosed to the public (information not disclosed to the public by one part without authorization only); (b) any information should be disclosed in accordance with applicable laws and regulations, stock exchange rules, or order by government or court; or (c) any information that needed to be disclosed to shareholders, investors, legal or financial consultant regarding transaction in this Agreement, while shareholders, investors, legal or financial consultant should comply with confidentiality clauses as well. Each side should be liable for breaching the contract if staff of or agencies hired by this side breached the confidentiality clauses. This section will survive termination of this Agreement.

 

13. Governing Law and Dispute Resolving

 

13.1. This Agreement shall be concluded, executed, interpreted, construed, conducted, amended, terminated according to the laws of Peoples Republic of China. Disputes shall be resolved according to the laws of PRC.

 

13.2. If any disputes caused by interpreting and conducting this Agreement arises, all parties of this Agreement shall settle the disputes through friendly negotiation in the first place. If the disputes remain unresolved 30 days after one party send written request to resolve the disputes to the other party, any party shall submit relevant disputes to China International Economic and Trade Arbitration Commission (the Commission or CIETAC). The disputes shall be resolved solely and exclusively by means of arbitration to be conducted in Hangzhou, in Chinese language. The decision of arbitration is final and has binding force on all parties.

 

13.3. To the extent permitted by law, all parties agree and authorize that the said arbitration agency has the right to make adjudication to take shares or assets of Party C as compensation, to issue injunction(if needed for business operation or mandatory assets transfer), or to make adjudication to liquidate Party C.

 

13.4. To the extent permitted by law, while the arbitration court is being built or in proper conditions, all parties agree and authorize that jurisdiction court has the right to enact provisional measures to support arbitration process.

 

13.5. While any dispute caused by interpreting and conducting this Agreement is in process of arbitration, all parties of this Agreement shall continue to execute other rights and fulfill other obligations under this Agreement other than the issue in dispute.

 

 

 

 

14. Notification

 

14.1. Any notice or correspondence under this Agreement shall be deemed served upon delivery by personal delivery, registered mail, pre-paid postage or business express or fax to the address hereunder. Each notice should be sent by email as well. The effective delivery date is defined as follows:

 

14.2. If the notice is sent though personal delivery, express service or registered mail, pre-paid postage, the date of reception or rejection at the notice address will be deemed as Delivery Date.

 

14.3. If the notice is sent by fax, the date of success delivery will be deemed as effective Delivery Date (proved by sending information automatically generated).

 

14.4. Notice addresses of both parties are as follows:

 

Party A : Hangzhou Suyuan Agricultural Technology Co., Ltd.

Address: Room 1147, 11th floor, Gufeng building, no. 555, Dongguan road, Puyan street, Binjiang district, Hangzhou.

Consignee: Yan Sun

Telephone: +86-0571-87555801

Fax: +86-0571-87555826

 

Party B: Xinyang Wang

Address: 9th floor Building A, 459 Qianmo Rd, Binjiang District, Hangzhou City, Zhejiang.

Telephone:

Fax:

 

Party C: Hangzhou Nongyuan Network Technology Co., Ltd.

Address: Room 903, Building A, 459 Qianmo Rd, Binjiang District, Hangzhou City, Zhejiang Province.

Consignee: Yan Sun

Telephone:+86-0571-87555801

Fax: +86-0571-87555826

 

14.5. Any party can send notice to the other parties to change the notice address according to this section.

 

15. Severability

 

If one or more provisions of this Agreement is adjudicated invalid, illegal or unenforceable by any law or regulation, the validity, legality and enforcement of other provisions of this Agreement will not be affected or damaged. All parties should negotiate friendly to substitute legal and valid provisions to the maximum expectation of both sides for invalid, illegal or unenforceable provisions. Economic effects produced by such valid provisions should be similar with that produced by those invalid, illegal or unenforceable provisions as much as possible.

 

 

 

 

16. Attachments

 

Any attachments listed in this Agreement shall be an integral part of this Agreement.

 

17. Effectiveness

 

17.1. Any amendments, supplements or change to this Agreement shall be effective with written documents signed or stamped by all parties.

 

17.2. This Agreement is made in quadruplicate with all parties herein holding one copy each. All copies have the same legal effect.

 

[PORTION OF PAGE INTENTIONALLY LEFT BLANK]

 

 

 

 

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respected Officers, thereunto duly authorized as of the date first above written.

 

PARTY A: Hangzhou Suyuan Agricultural Technology Co., Ltd.

 

/s/ Corporate Chop  

 

Signature:  

 

By: /s/ Zhengyu Wang  
Name: Zhengyu Wang  
Designation: Executive Officer  

 

Party B: Xinyang Wang

 

Signature: /s/ Xinyang Wang  

 

PARTY C: Hangzhou Nongyuan Network Technology Co., Ltd.

 

/s/ Corporate Chop  

  

Signature:  

 

By: /s/ Zhengyu Wang  
Name: Zhengyu Wang  
Designation: Executive Officer  

 

 

 

 

Exhibit 10.3

 

Exclusive Call Opinion Agreement

 

Among

 

Hangzhou Suyuan Agricultural Technology Co., Ltd.

 

Xinyang Wang

 

And

 

Hangzhou Nongyuan Network Technology Co., Ltd.

 

December 10, 2019

 

 

 

 

Exclusive Call Opinion Agreement

 

This Exclusive Call Opinion Agreement(“this Agreement”) is made and entered into this on December 10, 2019 in Hangzhou, People’s Republic of China (“PRC”) by and among:

 

Party A: Hangzhou Suyuan Agricultural Technology Co., Ltd. a foreign-owned enterprises that is established and exists under the law of PRC, located in Hangzhou City.

 

Party B: Xinyang Wang, citizen of People’s Republic of China, shareholders of Party C, holding 100% shares, and;

 

Party C: Hangzhou Nongyuan Network Technology Co., Ltd., a LIMITED LIABILITY COMPANY that is established and exists under the law of PRC, located in Hangzhou City.

 

In this Agreement, Party A, Party B and Party C is one party each, collectively “all parties”.

 

WHEREAS,

 

1) Within legal restriction of People’s Republic of China, Party B agrees to transfer all shares of Party C it holds to Party A, Party A agrees to accept the transfer. Party C agrees that Party B shall authorize shares purchase right to Party A under this Agreement;

 

2) Within legal restriction of People’s Republic of China, Party C agrees to transfer its assets to Party A, and Party A agrees to accept. Party B agrees that Party C authorizes assets purchase right to Party A under this Agreement;

 

3) In order to conduct the above mentioned share transfer and assets transfer, Party B and Party C irrevocably authorize Party A with exclusive and unconditional shares purchase right and assets purchase right, respectively. In accordance with such shares purchase right and assets purchase right, as requested by Party A and within legal restriction of People’s Republic of China, Party B or Party C should transfer shares or assets of Party C to Party A in accordance with this Agreement.

 

NOW THEREFORE, towards decision-making by consensus, all parties agree as follows:

 

1. Definition

 

In this Agreement, except for otherwise stated and specified, the following defined terms shall have the following meaning:

 

Assets Purchase Right” means Party A’s right to purchase any assets of Party C in accordance with this Agreement.

 

 

 

 

Operation Approval” means approvals, permissions, records, registrations, and other materials that Party C needs to obtain in order to operate its business legally and effectively, including without limitation of business license and other approvals and certificates required by law of PRC.

 

Corporate Assets” means all tangible and intangible assets (intellectual properties such as trademarks, copyrights, patents, know-how, domains, right to use software, etc. ) owned by or could be disposed within rights of Party C during the term of this Agreement.

 

Registered Capital of Party C” means registered capital of Party C in amount of 10,000,000 CNY at the effective date of this Agreement, and any additional new registered capital added in any form in the term of validity of this Agreement.

 

Control” means owning the right or power (whether execute or not) to manage others’ business operation, management and rules and regulations, whether through holding share interests with voting right, agreements or other ways. However, if a person owns more than 50 percent shares with voting right, or can control the voting of more than 50 percent shares with voting right, or can control a majority of the composition of the Board of Directors, it is assumed that the control of the right or power exists.

 

Encumbrance” is the purpose of this Agreement, it means any kind of legal restriction of properties and rights and interests of the third party, including but without limitation of liens, pledges, collateral, rights or claims of others, voting right proxy, voting right trust or similar arrangements, defects of ownership, ownership reserve agreement, options, restrictive contracts, transfer restrictions, preemptive purchase right or preemptive bid right, or any other similar rights and interests, or any kind of other legal restrictions.

 

Share Purchase Right” means Party A’s right to purchase shares of the company in accordance with this Agreement.

 

Execution of Rights” means Party A executes its share purchase right or assets purchase right.

 

Major Assets” means assets of which the book entry exceeds 300,000 CNY, or assets which might have great influence to business operation of any party herein.

 

Major Agreements” means as for Party C, any agreements that Party C is involved or have great influence to Party C’s business or assets, including but not limited to the Exclusive Management Consulting and Technology Agreement and its supplement agreement signed by Party C and Party A on this exact same date of signing this Agreement.

 

Share Rights” means share rights and interests of Party C held by Party B.

 

Assignee” means Party A or designee of Party A, and designee must be 1) Party A or direct/indirect shareholders of Party A (at the time of executing share purchase right or assets purchase right); or 2) director of Party A or direct/indirect shareholder of Party A, citizen of PRC (at the time of executing share purchase right).

 

 

 

 

Person” includes individuals, corporations, partnership, sole proprietorship, other corporations or entities.

 

China” means People’s Republic of China, not including Hong Kong Special Administrative Region, Macao Special Administrative Region, and Taiwan Region in this Agreement.

 

Law of PRC” means current effective laws, administrative rules and regulations, local rules and regulations, judicial interpretation and other standard legal documents with binding force, no matter come into effect before or after signing date of this Agreement.

 

Subsidiary” means person directly/indirectly controlled by someone.

 

“Transferred Equity” shall mean all or part of the Corporate Assets which are required by Party A to be transferred by Party B to Assignee in accordance with Section 3 hereof, the quantity of which shall be determined by Party A at its sole discretion in accordance with the PRC Law and based on its commercial consideration.

 

“Transferred Assets” shall mean all or part of the Share Rights which are required by Party A to be transferred by Party B to Assignee in accordance with Section 3 hereof, the quantity of which shall be determined by Party A at its sole discretion in accordance with the PRC Law and based on its commercial consideration.

 

Transfer Consideration” means all considerations paid by assignee to Party B or Party C in order to obtain shares or assets it purchased.

 

2. Authorization of share purchase right and asset purchase right

 

2.1. Party B agrees to irrevocably, unconditionally and monopolistically and exclusively authorize Party A with share purchase right. With such share purchase right, Party A has the right to request Party B transfer Share rights to Assignee in accordance with this Agreement within legal restriction. Party A agrees to accept. Except for Assignee, any other third party should not own share purchase right or any rights related to share rights.

 

2.2. Party C agrees with Party B to authorize specified share purchase right to Party A in accordance with this Agreement.

 

2.3. Party C agrees to irrevocably, unconditionally and monopolistically and exclusively authorize Party A with share purchase right. With such share purchase right, Party A has the right to request Party C transfer Share rights to Assignee in accordance with this Agreement within legal restriction. Party A agrees to accept. Except for Assignee, any other third party should not own share purchase right or any rights related to share rights.

 

 

 

 

2.4. Party B agrees with Party C to authorize specified share purchase right to Party A in accordance with this Agreement.

 

3. Execution methods of rights

 

3.1. Party A has absolute right to decide time, methods and frequency of execute rights within legal restriction of PRC.

 

3.2. Party A has the right to request Party C to transfer share rights to Assignee within legal restriction of PRC.

 

3.3. Party A has the right to request Party C to transfer corporate assets to assignee within legal restriction of PRC.

 

3.4. As for share purchase right, Party A can solely decide the amount of shares transfer from Party B to Assignee every time executing share purchase right. Party B should transfer corresponding amount of shares to Assignee as requested by Party A. Assignee should pay Party B the corresponding Transfer Consideration of shares purchased at the time of executing rights.

 

3.5. As for asset purchase right, Party A can solely decide that Party C should transfer assets purchased to Assignee every time executing asset purchase right. Party C should transfer corresponding assets to Assignee as requested by Party A. Assignee should pay Party B the corresponding Transfer Consideration at the time of executing rights.

 

3.6. Party A shall accept partial or all shares or assets purchased by itself or through designated third party when executing rights.

 

3.7. Party A should send notification of executing share purchase right or asset purchase right to Party B or Party C before execution (“Notification of Execution”, see attachment 1 and 2 for notification format). Party B or Party C should transfer shares or assets purchased to Assignee as requested in Notification of Execution within five (5) Business Days after receiving Notification of Execution or within other time period as requested by Assignee in accordance with this Agreement.

 

4. Transfer Consideration

 

4.1. Transfer Consideration paid to Party B by Assignee each time executing share purchase right should be the lesser of 1) actual total amount paid by Party B to Party C as for the shares purchased, and 2) the lowest price permitted by law.

 

4.2. Transfer Consideration paid to Party B by Assignee each time executing asset purchase right should be the lesser of 1) net book value of the assets purchased and 2) the lowest price permitted by law.

 

 

 

 

5. Acknowledgments and Confirmations

 

5.1. Party B hereby respectively and jointly acknowledges and confirms:

 

5.1.1. Party B is Chinese citizen with full capacity for civil conduct, full and independent juridical status and legal capacity to sign and conduct this Agreement, and qualification as independent subject of litigant.

 

5.1.2. Party C is a LIMITED LIABILITY COMPANY that is established and exists under the law of PRC with independent legal qualification and capacity to authorize third party to sign and conduct this Agreement, and qualification as independent subject of litigant.

 

5.1.3. Party B has adequate power and authorization to sign and conduct this Agreement and other documents to be signed in accordance with this Agreement, and adequate power and authorization to complete the transaction contemplated hereby.

 

5.1.4. This Agreement is signed by Party B legally and effectively and constitutes legal, effective, binding and executive obligations of Party B.

 

5.1.5. Party B is legal owner of share rights. Except for rights set forth in the Equity Pledge Agreement, Proxy Agreement signed among Party A, B and C as of the signing date of this Agreement, the rights and interests of the shares bear no other encumbrances, pledges, sales or transfers. Assignee will obtain full rights and interests on the shares after executing the share purchase right, the shares purchased bears no other encumbrances.

 

5.1.6. The corporate assets bear no other encumbrances. Assignee will obtain full rights and interests on the assets after executing the asset purchase right, the assets purchased bear no other encumbrances.

 

5.1.7. Signing and conduct of this Agreement or other related agreements will NOT:

 

(i) Violate any law of PRC;

 

(ii) Collide with Memorandum and Articles of Association of Party C or other organizational documents;

 

(iii) Breach any binding agreements or documents signed by one party;

 

 

 

 

(iv) Violate authorization of any approval or permission issued to any party or any condition of good standing; or

 

(v) Lead to suspension, revocation or additional conditions of any approval or permission issued to any party.

 

5.1.8. There is neither suspending or potential litigation, arbitration, tax or administration investigation or penalty related to shares or assets of Party C, nor any suspending or potential litigation, judicial proceedings, tax disputes, request for arbitration or any appeals forwarded to any governmental departments that might adversely affect Party C’s financial condition or capability to fulfill obligations under this Agreement.

 

5.2. Party C hereby acknowledges and confirms:

 

5.2.1. Party C is a LIMITED LIABILITY COMPANY established and exists under the law of PRC with independent legal qualification and capacity to authorize third party to sign and conduct this Agreement, and qualification as independent subject of litigant.

 

5.2.2. Party C has adequate power and authorization to sign and conduct this Agreement and other documents to be signed in accordance with this Agreement, and adequate power and authorization to complete the transaction contemplated hereby.

 

5.2.3. This Agreement is signed by Party C legally and effectively and constitutes legal, effective, binding and executive obligations of Party C.

 

5.2.4. The corporate assets bear no other encumbrances. Assignee will obtain full rights and interests on the assets after executing the asset purchase right, the assets purchased bear no other encumbrances.

 

5.2.5. Signing and conduct of this Agreement or other related agreements will NOT:

 

5.2.5.1. Violate any law of PRC;

 

5.2.5.2. Collide with Memorandum and Articles of Association of Party C or other organizational documents;

 

5.2.5.3. Breach any binding agreements or documents signed by one party;

 

5.2.5.4. Violate authorization of any approval or permission issued to any party or any condition of good standing; or

 

 

 

 

5.2.5.5. Lead to suspension, revocation or additional conditions of any approval or permission issued to any party.

 

5.2.6. Except for liabilities generating during normal business processes, Party C has no outstanding liabilities.

 

5.2.7. There is neither suspending or potential litigation, arbitration, tax or administration investigation or penalty related to shares or assets of Party C, nor any suspending or potential litigation, judicial proceedings, tax disputes, request for arbitration or any appeals forwarded to any governmental departments that might adversely affect Party C’s financial condition or capability to fulfill obligations under this Agreement.

 

5.3. Party A hereby acknowledges and confirms:

 

5.3.1. Party A is a foreign-invested enterprise that is established and exists under the law of PRC with independent legal qualification and capacity to sign and conduct this Agreement, and qualification as independent subject of litigant.

 

5.3.2. Party A has adequate power and authorization to sign and conduct this Agreement and other documents to be signed in accordance with this Agreement, Party C has adequate power and authorization to complete the transaction contemplated hereby.

 

5.3.3. This Agreement is signed by Party A legally and effectively and constitutes legal, effective, binding and executive obligations of Party A.

 

6. Commitments of Party B

 

Party B hereby promises:

 

6.1. Within term of validity of this Agreement, without written consent of Party A, Party B shall NOT:

 

6.1.1. Transfer or dispose in any other form with shares or set put any encumbrances on corporate shares.

 

6.1.2. Increase or decrease registered capital, or change the registered capital structure of Party C, prompt or permit Party C to be separate from or combined with other entities.

 

6.1.3. Dispose or prompt management officers of Party C to dispose major assets (not including routine business operation) of Party C, or put any encumbrances on any major assets.

 

 

 

 

6.1.4. Terminate or prompt management officers of Party C to terminate any major agreements signed by Party C, or sign any other agreements collide with current major agreements.

 

6.1.5. Appoint, hire or replace any directors, supervisors or management officers of Party C that should be appointed or hired by Party B.

 

6.1.6. Prompt Party C to allocate or actually allocate any profits, dividends, or interest of shares;

 

6.1.7. Prompt or permit Party C to be terminated, liquidated or dissolved;

 

6.1.8. Terminate, liquidate or dissolve Party C or damage or possibly damage good standing of Party C, or violate normal financial and business standards and conventions.

 

6.1.9. Amend Party C’s articles of association;

 

6.1.10. Prompt or permit party C to merge or combine with any other entities, or acquire or invest in any other entities;

 

6.1.11. Prompt or permit Party C to borrow or lend any fund, or provide guarantees or engage in guarantee activities of any form, or bears any major obligations except routine business operation; and

 

6.2. Party B should make every effort to develop Party C’s business and ensure Party C’s business operation conforms to law of PRC. Party B should or should not take any action that would damage assets, reputation and operational effectiveness of Party C.

 

6.3. Party B should notify to Party A about any situation that would adversely affect Party C’s existence, business operation, financial condition, assets and reputation, and take any action to eliminate any negative condition mentioned above with Party A’s consent.

 

6.4. Party B should notify to Party A about any current or potential litigation, arbitration or administration procedures on the shares it held, and take any action to cope with the litigation, arbitration or administrative procedures mentioned above with Party A’s consent.

 

6.5. Party B should sign all necessary documents to maintain ownership of the shares, take all necessary action and make all accusations to demur on all claims.

 

6.6. Appoint Party A’s designated person to be director of Party C as requested by Party A.

 

 

 

 

6.7. If Party A sends out Execution Notification about transferring company shares,

 

6.7.1. Party B should convene shareholders' meeting of Party C at once, approve Party B to transfer the purchased shares to the assignee at the transfer consideration by passing the resolution and take all other necessary measures (including prompting Party C’s executive director or board of directors to approve);

 

6.7.2. Party B should sign share transfer agreement with Assignee immediately in order to transfer purchased shares to Assignee at the transfer consideration. Party B should provide necessary assistance (including provide or sign all related legal documents, apply and complete necessary government approval or registration procedures, and undertake all other related obligations) as requested by Party A and under laws and regulations, in order that the Assignee could accept the purchased shares, and ensure the shares bear no encumbrances.

 

6.8. If Party B receives any form of profit distribution, dividends or interests from Party C, Party B promises to return such fund (after paying taxes) to Party A;

 

6.9. If Party B receives fund in any form by transferring shares of Party C or any distribution by liquidating Party C, and amount of such fund exceeds due amount Party C should pay Party A in relevant loan agreements, Party B should return the fund after eliminating related taxes and due balances to Party A.

 

6.10. In order to protect execution of Party A’s share purchase right, Party B should sign additional three blank Share Transfer Agreements while agreeing to sign this Agreement. Such agreements should be kept by Party C in order that Party A could accept corresponding shares under this Agreement even if Party B does not conduct this Agreement timely.

 

7. Commitments of Party C

 

7.1. Party C hereby promises:

 

7.1.1. If signing and conducting this Agreement and authorizing share purchase right or assets purchase right needs to obtain consent, approval, exemption, authorization, registration or application procedure of third party od government departments, Party C should make every effort to provide assistance.

 

7.1.2. Party C should NOT assist or permit Party B to transfer or dispose company shares in any other forms or set any encumbrances on company shares without Party A’s written consent.

 

 

 

 

7.1.3. Party C should NOT transfer or dispose any major assets (not including routine business operation) of Party C in any form or set any encumbrances on Party C’s assets without Party A’s written consent.

 

7.1.4. Party C should NOT engage in or permit to engage in any behavior that would adversely affect Party A’s rights and interests under this Agreement, including without limitation, the constrained behaviors in subsection 6.1.

 

7.1.5. Party C should not make any supplements or amendments to M&A documents of Party C in any from to add or reduce registered capital of Party C, or change the registered capital structure in any other ways without Party A’s prior written consent.

 

7.1.6. Maintain its existing and asset value, operate its business and deal with other affairs timely and cautiously in accordance with good financial and business standards and conventions. Do or do not make any action that would affect it operational conditions and asset value.

 

7.1.7. Should not sign or prompt its subsidiaries to sign any major contracts (not including routine business operation) without Party A’s prior written consent. Contracts involving more than 300,000 CNY are considered major contracts as of this subsection 7.1.7.

 

7.1.8. Provide Party A with documents relate to Party C’s operational and financial conditions as requested.

 

7.1.9. Party C should purchase insurance related to its assets and business from Party A’s insurance company, the amount and type of which should be the same as similar companies.

 

7.1.10. Party C should not merge or combine with any other entities, or acquire or invest in any other entities without Party A’s written consent.

 

7.1.11. Notify to Party A immediately about any current or potential litigation, arbitration or administration procedures on Party C’s assets, business or revenue.

 

7.1.12. Sign all necessary documents, take all necessary action and make all necessary accusations, or demur on all claims to maintain ownership of all of Party C’s assets and other rights.

 

7.1.13. Should NOT distribute any dividends or interests to Party B in any form without Party A’s written consent.

 

 

 

 

7.1.14. Appoint Party A’s designated person to be director of Party C as requested by Party A.

 

7.2. If Party A sends out Execution Notification about transferring company shares,

 

7.2.1. Party C should convene shareholders' meeting of Party C at once, approve Party B to transfer the purchased shares to the assignee at the transfer consideration by passing the resolution and take all other necessary measures;

 

7.2.2. Party C should sign share transfer agreement with Assignee immediately in order to transfer purchased shares to Assignee at the transfer consideration. Party C should provide necessary assistance (including provide or sign all related legal documents, apply and complete necessary government approval or registration procedures, and undertake all other related obligations) as requested by Party A and under laws and regulations, in order that the Assignee could accept the purchased shares, and ensure the shares bear no encumbrances.

 

7.3. The cost paid due to Party A purchasing all or partial assets of Party C (it constitutes Party A’s partial income) should be returned to Party A as the following forms: 1) Service fee under Exclusive Management Consulting and Technology Agreement; 2) Dividends distributed to Party B with prior approval by Party A, such dividends should return to Party A under this Agreement; or 3) if Party B obtains Party C’s properties or assets when Party C is liquidated or terminates operation, Party B should return such properties or assets to Party A under this Agreement.

 

8. Confidentiality

 

8.1. Subject to subsection 8.2 hereunder, content in this Agreement, and any oral or written materials exchanged among all parties in preparation of this Agreement shall be deemed as confidential information(“Confidential Information”). All confidential information thereof will be maintained confidential and will not be disclosed to any third parties without written consent of the disclosing party (“Disclosing Party”).

 

8.2. After this Agreement terminates, all parties should return all documents, materials and carriers with information provided by Disclosing Party back to Disclosing Party; or destroy confidential information with prior written consent of disclosing party, including deleting all confidential information provided by disclosing party from any restoring devices.

 

8.3. Restriction in Section 8.2 does NOT apply for:

 

8.3.1. Information went public before disclose by disclosing party;

 

 

 

 

8.3.2. Information went public not attributable to any party;

 

8.3.3. Information could be proved by any party that has been owned or developed before disclosed by disclosing party.

 

8.3.4. Any information should be disclosed in accordance with applicable laws and regulations, stock exchange rules, or order by government or court;

 

8.3.5. Any information disclosed to shareholders, investors, legal or financial consultant by any party regarding transaction in this Agreement, while shareholders, investors, legal or financial consultant should comply with confidentiality clauses as well. Each party should be liable for breaching the contract if staff of or agencies hired by this party breached the confidentiality clauses. This section will survive termination of this Agreement.

 

8.4. All parties agree this section 8 will survive modification, rescission or termination of this Agreement.

 

9. Validation and Termination

 

9.1. This Agreement will be signed and comes into effect as of the date marked on the top. This Agreement will terminate after all companies shares and assets have been transferred to Assignee legally.

 

9.2. Party B or Party C should not terminate this Agreement in advance unless gross negligence or deceit by Party A occurs. Despite of this, Party A could terminate this Agreement at any time by sending 30-days’ prior written notification of Party B and Party C.

 

9.3. This Agreement shall be terminated with all parties’ consistent written consent.

 

9.4. Section 8, 11 and 12 will survive termination of this Agreement.

 

9.5. If Party B transfer company shares it holds to a third party with Party A’s prior written consent, Party A will no long be a subject of this Agreement, while other Parties’ rights and obligations under this Agreement should not be adversely affected.

 

10. Notification

 

10.1. Any notice or correspondence under this Agreement shall be deemed served upon delivery by personal delivery, registered mail, pre-paid postage or business express or fax to the address hereunder. Each notice should be sent by email as well. The effective delivery date is defined as follows:

 

 

 

 

10.2. If the notice is sent though personal delivery, express service or registered mail, pre-paid postage, the date of reception or rejection at the notice address will be deemed as Delivery Date.

 

10.3. If the notice is sent by fax, the date of success delivery will be deemed as effective Delivery Date (proved by sending information automatically generated).

 

10.4. Notice addresses of both parties are as follows:

 

  Party A : Hangzhou Suyuan Agricultural Technology Co., Ltd.  
  Address: Room 1147, 11th floor, Gufeng building, no. 555, Dongguan road, Puyan street, Binjiang district, Hangzhou.  
  Consignee: Yan Sun  
  Telephone: +86-0571-87555801  
  Fax: +86-0571-87555826  
     
  Party B: Xinyang Wang  
  Address: 9th floor Building A, 459 Qianmo Rd, Binjiang District, Hangzhou City, Zhejiang Province.  
  Telephone:  
  Fax:  
     
  Party C: Hangzhou Nongyuan Network Technology Co., Ltd.  
  Address: 9th floor Building A, 459 Qianmo Rd, Binjiang District, Hangzhou City, Zhejiang Province.  
  Consignee: Yan Sun  
  Telephone:+86-0571-87555801  
  Fax: +86-0571-87555826  

 

10.5. Any party can send notice to the other parties to change the notice address according to this section.

 

11. Default Liabilities and Compensation

 

11.1. If any party (“Default Party”) violates any section or does not fulfill or defers fulfill obligations under this Agreement, it should be deemed as default (“Default”). Any other party (“Observant Party”) has the right to request Default Party to make amendments or take remedy measures in reasonable time period. If Default Party fails to take necessary remedy measures as requested by Observant Party ten (10) days after receiving notification from Observant Party, Observant Party has the right to decide at its sole discretion to:

 

11.1.1. If Party B or Party C is the Default Party, Party A has the right to terminate this Agreement and request Default Party to compensate for all direct or indirect losses caused by default (including prospectus loss in profits);

 

 

 

 

11.1.2. If Party A is the Default Party, Observant Parties have the right to request Default Party to compensate for all losses relates. Unless otherwise specified by law, Observant Party has no right to terminate this Agreement in any condition.

 

11.2. If any litigation, arbitration, claims or other requests related to Party A occur due to Party A’s signing or conducting this Agreement, and caused any direct or indirect losses(including profit loss), damage, liabilities or fees (including legal fee) to Party A, Party B and Party C should bear joint liabilities to protect Party A from any damage, unless this loss, damage, liabilities or fees are caused by Party A’s deliberate gross negligence.

 

12. Governing Law and Dispute Resolving

 

12.1. This Agreement shall be concluded, executed, interpreted, construed, conducted, amended, terminated according to the laws of Peoples Republic of China. Disputes shall be resolved according to the laws of PRC.

 

12.2. If any disputes caused by interpreting and conducting this Agreement arises, all parties of this Agreement shall settle the disputes through friendly negotiation in the first place. If the disputes remain unresolved 30 days after one party send written request to resolve the disputes to the other party, any party shall submit relevant disputes to China International Economic and Trade Arbitration Commission (the Commission or CIETAC). The disputes shall be resolved solely and exclusively by means of arbitration to be conducted in Hangzhou, in Chinese language. The decision of arbitration is final and has binding force on all parties.

 

12.3. To the extent permitted by law, all parties agree and authorize that the said arbitration agency has the right to make adjudication to take shares or assets of Party C as compensation, to issue injunction(if needed for business operation or mandatory assets transfer), or to make adjudication to liquidate Party C.

 

12.4. To the extent permitted by law, while the arbitration court is being built or in proper conditions, all parties agree and authorize that jurisdiction court has the right to enact provisional measures to support arbitration process.

 

12.5. While any dispute caused by interpreting and conducting this Agreement is in process of arbitration, all parties of this Agreement shall continue to execute other rights and fulfill other obligations under this Agreement other than the issue in dispute.

 

13. Others

 

13.1. This Agreement is made in quadruplicate with all parties herein holding one copy each. All copies have the same legal effect.

 

 

 

 

13.2. Any rights, power or remedy approaches authorized to any party under any section of this Agreement shall not exclude other rights, power or remedy approaches authorized to any party under other sections of this Agreement or by law.

 

13.3. Any Party shall give up its right under any of section of this Agreement in written form with all parties’ signatures. If one party fails to or defers to execute its rights, power or remedy (“Due Rights”) under this Agreement or by law, it should not be considered as giving up its Due Rights; Any party giving up all or partial due rights shall not prevent it from executing such rights or other due rights in other ways.

 

13.4. Headline of this Agreement is merely set easy for read, it should not be used to explained, illustrate or otherwise affect meaning of this Agreement or any sections hereunder.

 

13.5. If one or more provisions of this Agreement is adjudicated invalid, illegal or unenforceable by any law or regulation, the validity, legality and enforcement of other provisions of this Agreement will not be affected or damaged. All parties should negotiate friendly to substitute legal and valid provisions to the maximum expectation of both sides for invalid, illegal or unenforceable provisions. Economic effects produced by such valid provisions should be similar with that produced by those invalid, illegal or unenforceable provisions as much as possible.

 

13.6. Any amendments, supplements or change to this Agreement shall be effective with written documents.

 

13.7. Party A can transfer it rights and obligations under this Agreement to third party without Party B’s or Party C’s consent, but Party A should notify Party B and Party C about affairs related to transfer. Party B and Party C should not transfer any rights and obligations under this Agreement to any third party unless with Party A’s prior written consent. Successor or authorized surrenderee (if applicable) of Party B and Party C should undertake their obligations.

 

13.8. This Agreement is binding to successors of all parties.

 

13.9. All parties agree to sign any necessary documents quickly and rake necessary actions in order to conduct this Agreement or achieve goal of this Agreement.

 

13.10. Each party should undertake any and all taxes, fees, and expenditures generated by law of PRC in preparation of signing this Agreement and all transfer agreements and in order to complete transaction set in this Agreement and all transfer Agreements.

 

13.11. If at any time Party A believes carry on conducting this Agreement, or maintain share purchase right or asset purchase under this Agreement, or purchasing company shares or assets under this Agreement violates law of PRC due to issuance or amendments to law of PRC, or interpretation or application of law of PRC changes, or related register procedure changes, Party B and Party C should take all necessary actions and sign all necessary documents as requested in Party A’s written request, in order to make every effort to keep effectiveness of share purchase right and asset purchase right under this Agreement, and ensure purchasing company shares and assets under this Agreement or in other ways.

 

[PORTION OF PAGE INTENTIONALLY LEFT BLANK]

 

 

 

 

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respected Officers, thereunto duly authorized as of the date first above written.

 

PARTYA: Hangzhou Suyuan Agricultural Technology Co., Ltd.  
  /s/ Corporate Chop  
   
Signature:  
   
By: /s/ Zhengyu Wang  
Name: Zhengyu Wang  
Designation: Executive Officer  
   
Party B: Xinyang Wang  
   
Signature: /s/ Xinyang Wang  
   
PARTY C: Hangzhou Nongyuan Network Technology Co., Ltd.  
  /s/ Corporate Chop  
   
Signature:  
   
By: /s/ Zhengyu Wang  
Name: Zhengyu Wang  
Designation: Executive Officer  

 

 

 

 

Exhibit 10.4

 

Proxy Agreement

 

Among

 

Hangzhou Suyuan Agricultural Technology Co., Ltd.

 

Xinyang Wang

 

And

 

Hangzhou Nongyuan Network Technology Co., Ltd.

 

December 10, 2019

 

 

 

 

Proxy Agreement

 

This Proxy Agreement (“this Agreement”) is made and entered into this on December 10, 2019 in Hangzhou, People’s Republic of China (“PRC”) by and among:

 

Party A: Hangzhou Suyuan Agricultural Technology Co., Ltd. (the “Trustee”), a foreign-owned enterprise that is established and exists under the law of PRC, located Hangzhou City.

 

Party B: Xinyang Wang (the “Trustor”), citizen of People’s Republic of China, shareholder of Party C holding 100% shares, and;

 

Party C: Hangzhou Nongyuan Network Technology Co., Ltd., an LLC that is established and exists under the law of PRC, located in Hangzhou City.

 

In this Agreement, Trustor, Trustee and Party C is one party each, collectively “all parties”.

 

WHEREAS,

 

1. Trustor is citizen of People’s Republic of China, holding 100% shares of Party C at the time of signing this Agreement.

 

2. Party C is an LLC that is established and registered in Hangzhou, China. Party C agrees that Party B shall authorize Party A to execute shareholder voting right on behalf of Party B.

 

3. Trustee is a foreign-owned company that is established and registered in Hangzhou, China.

 

4. Trustee, Trustor and/or Party C have entered into Exclusive Management Consulting and Technology Agreement, Exclusive Call Opinion Agreement, and Equity Pledge Agreement, etc. In order to ensure that trustor can fulfill its obligations under this Agreement in time, Trustor agrees to authorize Trustee to execute Trustor’s shareholder voting rights to Party C on behalf of Trustor.

 

NOW THEREFORE, towards decision-making by consensus, all parties agree as follows:

 

1. Matter and Limits of Authorization

 

Trustor hereby irrevocably authorizes Trustee or its designated person (such as director or successor or liquidator of Trustee) to solely exercise shareholder voting right of Trustor to Party C under the law and Memorandum and Articles of Association of Party C as representative, including, without limitation:

 

a. Convene, convoke and attend shareholders’ meeting of Party C as representative of Trustor;
   
b. Submit proposal to Party C Board of shareholders as representative of Trustor;
   
c. Vote on matters to be deliberated at the shareholders’ meeting of Party C (including, without limitation, elect or remove directors, supervisors, etc.);
   
d. Sign on minutes of Party C shareholders’ meeting;

 

 

 

 

e. Exercise other voting rights of shareholders under Memorandum and Articles of Association of Party C;
   
f. Submit relevant documents to industrial and commercial registration offices and other government authorities concerned in order to performance or guarantee this contract as representative of Trustor (shareholder);
   
g. Sign Share Transfer Agreement or other relevant documents, deal with official documents, registration, records or other procedures in order to enable share transfer under Exclusive Purchase Agreement take effect.

 

2. Term

 

Term of this Agreement is twenty(20) years, except for terminated in advance according to otherwise specified in this Agreement or other agreements among all parties herein.

 

Period of validity will automatically extend to the end of operation period of Trustee or Party C when the validity expires, except with written notice provided by Party A.

 

Trustee and Party C have no right to terminate this Agreement except otherwise specified by law or in this Agreement.

 

3. Power of Attorney

 

As requested by Trustor, Trustee has an obligation to issue power of attorney to person designated by Trustor from time to time, in order that the designated person can execute rights of Trustor under this Agreement on behalf of Trustor.

 

If Trustee revoke designation, Trustor should revoke power of attorney from the designated person, and issue power of attorney to the reassigned person.

 

4. Guarantee of Trustor

 

Trustor irrevocably acknowledges and accepts any legal consequence caused by Trustee’s (or its designated person’s) act of proxy and will bear the corresponding legal liabilities during the period of validity of this Agreement.

 

Trustor agrees that the shareholder voting right obtained by Trustee in accordance with this Agreement should not be interrupted or jeopardized by Trustor or other persons through legal procedures. Trustor guarantees to have made any proper arrangements and signed any necessary to ensure execution of this Agreement will not be adversely affected or hindered by Trustor’s successor, guardian, creditor, spouse or other third parties for Trustor’s death, loss of legal capacity, bankruptcy, divorce, or any other situations.

 

Trustor irrevocably and unconditionally accepts that if any litigation, indemnity, fees, expenditures, or liabilities occurs because of Trustor’s conducting or executing right herein authorized, Trustor will compensate Trustee (or its designated person) for any loss timely and comprehensively.

 

5. Default Liabilities

 

Trustor guarantees to obey and fulfill all obligations in this Agreement, if any default or breach of any of the terms and conditions occurs, Trustor shall compensate Trustee with any loss related.

 

 

 

 

6. Confidentiality

 

All parties agree and acknowledge that content in this Agreement, and any oral or written materials exchanged among all parties in preparation of this Agreement shall be deemed as confidential information. All confidential information thereof will be maintained confidential and will not be disclosed or reproduced in any manner whatsoever to any third parties without written consent of the other party, except: (a) any information disclosed or will be disclosed to the public (information not disclosed to the public by one part without authorization only); (b) any information should be disclosed in accordance with applicable laws and regulations, stock exchange rules, or order by government or court; or (c) any information that needed to be disclosed to shareholders, investors, legal or financial consultant regarding transaction in this Agreement, while shareholders, investors, legal or financial consultant should comply with confidentiality clauses as well. Each side should be liable for breaching the contract if staff of or agencies hired by this side breached the confidentiality clauses. This section will survive termination of this Agreement.

 

7. Governing Law and Dispute Resolving

 

1) This Agreement shall be concluded, executed, interpreted, construed, conducted, amended, terminated according to the laws of People’s Republic of China. Disputes shall be resolved according to the laws of PRC.
   
2) If any disputes caused by interpreting and conducting this Agreement arises, all parties of this Agreement shall settle the disputes through friendly negotiation in the first place. If the disputes remain unresolved 30 days after one party send written request to resolve the disputes to the other party, any party shall submit relevant disputes to China International Economic and Trade Arbitration Commission (the “Commission” or “CIETAC”). The disputes shall be resolved solely and exclusively by means of arbitration to be conducted in Hangzhou, in Chinese language. The decision of arbitration is final and has binding force on all parties.
   
3) To the extent permitted by law, all parties agree and authorize that the said arbitration agency has the right to make adjudication to take shares or assets of Party C as compensation, to issue injunction(if needed for business operation or mandatory assets transfer), or to make adjudication to liquidate Party C.
   
4) To the extent permitted by law, while the arbitration court is being built or in proper conditions, all parties agree and authorize that jurisdiction court has the right to enact provisional measures to support arbitration process.
   
5) While any dispute caused by interpreting and conducting this Agreement is in process of arbitration, all parties of this Agreement shall continue to execute other rights and fulfill other obligations under this Agreement other than the issue in dispute.

 

8. Notification

 

1) Any notice or correspondence under this Agreement shall be deemed served upon delivery by personal delivery, registered mail, pre-paid postage or business express or fax to the address hereunder. Each notice should be sent by email as well. The effective delivery date is defined as follows:
   
2) If the notice is sent though personal delivery, express service or registered mail, pre-paid postage, the date of reception or rejection at the notice address will be deemed as Delivery Date.
   
3) If the notice is sent by fax, the date of success delivery will be deemed as effective Delivery Date (proved by sending information automatically generated).

 

 

 

 

4) Notice addresses of both parties are as follows:

 

Party A : Hangzhou Suyuan Agricultural Technology Co., Ltd.

 

Address: Room 1147, 11th floor, Gufeng building, no. 555, Dongguan road, Puyan street, Binjiang district, Hangzhou.

 

Consignee: Yan Sun 

Phone: +86-0571-87555801 

Fax: +86-0571-87555826

 

Party B: Xinyang Wang

 

Address: 9th floor Building A, 459 Qianmo Rd, Binjiang District, Hangzhou City, Zhejiang Province. 

Phone: 

Fax:

 

Party C: Hangzhou Wangbo Investment Management Co., Ltd

 

Address: 9th floor Building A, 459 Qianmo Rd, Binjiang District, Hangzhou City, Zhejiang Province. 

Consignee: Yan Sun 

Mobile:+86-0571-87555801 

Fax: +86-0571-87555826

 

5) Any party can send notice to the other parties to change the notice address according to this section.

 

9. Severability

 

If one or more provisions of this Agreement is adjudicated invalid, illegal or unenforceable by any law or regulation, the validity, legality and enforcement of other provisions of this Agreement will not be affected or damaged. All parties should negotiate friendly to substitute legal and valid provisions to the maximum expectation of both sides for invalid, illegal or unenforceable provisions. Economic effects produced by such valid provisions should be similar with that produced by those invalid, illegal or unenforceable provisions as much as possible.

 

10. Attachments

 

Any attachments listed in this Agreement shall be an integral part of this Agreement.

 

11. Legal Force

 

1) Any amendments, supplements or change to this Agreement shall be in written form signed or stamped by all parties.
   
2) This Agreement is made in quadruplicate with all parties herein holding one copy each. All copies have the same legal effect.

 

[PORTION OF PAGE INTENTIONALLY LEFT BLANK]

 

 

 

 

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respected Officers, thereunto duly authorized as of the date first above written.

 

PARTY A: Hangzhou Suyuan Agricultural Technology Co., Ltd.

 

/s/ Corporate Chop  

 

Signature:  

 

By: /s/ Zhengyu Wang

Name: Zhengyu Wang

Designation: Executive Officer  

 

Party B: Xinyang Wang

 

Signature: /s/ Xinyang Wang  

 

PARTY C: Hangzhou Nongyuan Network Technology Co., Ltd.

 

/s/ Corporate Chop  

 

Signature:  

 

By: /s/ Zhengyu Wang

Name: Zhengyu Wang

Designation: Executive Officer  

 

 

 

 

Exhibit 10.5

 

POWER OF ATTORNEY

 

Trustor: Xinyang Wang, citizen of People’s Republic of China, ID NO. [XXXXXXXXXXXXXXXXX], residence of Zhejiang Lishui Liandu District, is a shareholder of Hangzhou Nongyuan Network Technology Co., Ltd.(“Hangzhou Company”).

 

Trustee: Zhengyu Wang, citizen of People’s Republic of China, ID NO. [XXXXXXXXXXXXXXXXX], residence: Building 14, Room 503, Jincheng Garden, West Lake District, Hangzhou, is designee of Hangzhou Suyuan Agricultural Technology Co., Ltd. (“Shanghai Company”).

 

Whereas,

 

1) Trustor, Zhengyu Wang, Shanghai Company and Hangzhou Company entered into a Proxy Agreement dated as of December 10, 2019.

 

2) Trustee was designated by Shanghai Company to exercise rights under Proxy Agreement on behalf of Shanghai Company.

 

Thereof, Trustor issues Trustee with this Power of Attorney:

 

Matter and limits of authority: Trustor hereby irrevocably authorizes Trustee to solely exercise shareholder voting right of Hangzhou Company under the law and Memorandum and Articles of Association of Hangzhou Company as representative, including, without limitation:

 

a. Convene, convoke and attend shareholders’ meeting of Hangzhou Company as representative of Trustor;
   
b. Submit proposal to Hangzhou Company Board of shareholders as representative of Trustor;
   
c. Vote on matters to be deliberated at the shareholders’ meeting of Hangzhou Company  (including, without limitation, elect or remove directors, supervisors, etc.);
   
d. Sign on minutes of Hangzhou Company shareholders’ meeting;
   
e. Exercise other voting rights of shareholders under Memorandum and Articles of Association of Hangzhou Company ;
   
f. Submit relevant documents to industrial and commercial registration offices and other government authorities concerned in order to performance or guarantee this contract as representative of Trustor (shareholder);
   
g. Sign Share Transfer Agreement or other relevant documents, deal with official documents, registration, records or other procedures in order to enable share transfer under Exclusive Purchase Agreement take effect.

 

Term of entrustment : This Power of Attorney is always effect unless the effectiveness of Proxy Agreement terminates, Shanghai Company designates other person as Trustee under Proxy Agreement, the Trustee dies or loses capacity for civil conduct.

 

Re-entrustment: Trustor agrees that Trustee has the right to re-entrust other persons to exercise rights on behalf of Trustee.

 

Trustor: /s/ Xinyang Wang  
     
December 10, 2019  

 

 

 

 

Exhibit 10.6

 

Termination Agreement

 

Party A: Hangzhou Suyuan Agricultural Technology Co., Ltd.

 

Party B: Zhengyu Wang

 

ID: XXXXXXXXXXXXXX

 

Party C: Hangzhou Nongyuan Network Technology Co., Ltd.

 

Whereas:

 

1、 Party A, Party B and Party C signed the relevant VIE documents on September 18, 2016 (see the following list for details of the specific agreement), making Party C the VIE entity of Farmmi, Inc.

 

2、 On October 20, 2017, Party A sent a management consulting and technical service instruction letter to Party C and Horgos Farmmi Enterprise Services Co., Ltd., and designated Horgos Farmmi Enterprise Services Co., Ltd. to provide management consulting, technical support, intellectual property rights licensing and related services to Party C. Khorgos Farmmi Enterprise Services Co., Ltd. is a wholly-owned subsidiary of Party A.

 

3、 Horgos Farmmi Enterprise Services Co., Ltd. was dissolved on October 12, 2018.

 

4、 Party B Wang Zhengyu has transferred all the shares (100%) of Party C to Wang Xinyang on the December 4, 2019;

 

5、 Xinyang Wang has signed new VIE documents with Party A, Party B and Party C on December 10, 2019, maintaining Party C as the VIE entity of Farmmi, Inc.

 

The parties now agree to confirm that (1) all VIE documents signed on September 18, 2016 is terminated on December 10, 2019 and shall no longer be performed; (2) The management consulting and technical service instruction letter of October 20, 2017 was automatically terminated on October 12, 2018 due to the cancellation of Horgos Farmmi Enterprise Services Co., Ltd.

 

This agreement is effective after being signed and sealed by all parties, and its effectiveness goes back to December 10, 2019. The agreement is in triplicate and each party holds one copy, which has the same legal effect.

 

The VIE documents list:

 

1、Equity Pledge Agreement

 

2、Exclusive Management Consulting and Technology Agreement

 

3、Exclusive Call Option Agreement

 

4、Proxy Agreement

 

5、Power of Attorney

 

Party A (Stamp): Hangzhou Suyuan Agricultural Technology Co., Ltd.

 

Legal representative (signature)

 

Party B:Zhengyu Wang(signature)

 

Party C(Stamp): Hangzhou Nongyuan Network Technology Co., Ltd .

 

Legal representative (signature)

 

Date: May 15 , 2020

 

 

 

 

Exhibit 10.7

 

Joint Statement

 

Whereas:

 

1、Hangzhou Suyuan Agricultural Technology Co., Ltd. is a wholly-owned subsidiary of the listed company Farmmi, Inc.;

 

2、Hangzhou Suyuan Agricultural Technology Co., Ltd., Zhengyu Wang and Hangzhou Nongyuan Network Technology Co., Ltd. signed relevant VIE documents on September 18, 2016, making Hangzhou Nongyuan Network Technology Co., Ltd. a VIE entity of Farmmi, Inc.;

 

3、Wang Zhengyu has transferred all the shares (100%) of Party C to Wang Xinyang on the December 4, 2019;

 

4、Hangzhou Suyuan Agricultural Technology Co., Ltd., Zhengyu Wang and Hangzhou Nongyuan Network Technology Co., Ltd. have signed a Termination Agreement on May 15, 2020, confirming that the relevant VIE documents signed on September 18, 2016 is terminated on December 10, 2019;

 

5、Xinyang Wang has signed new VIE documents with all parties on December 10, 2019, maintaining Hangzhou Nongyuan Network Technology Co., Ltd. as the VIE entity of Farmmi, Inc.

 

The parties hereby make the following declarations:

 

1. All parties promise to strictly implement the VIE document signed on December 10, 2019. During the validity of the VIE document, all parties will strictly abide by the relevant decisions of the board of directors of Farmmi, Inc.

 

2. If any party or parties are inconsistent with the opinions of the board of directors of Farmmi, Inc, they will unconditionally obey the resolution of the board of directors of Farmmi, Inc, and the board of directors of Farmmi, Inc shall have the final decision-making power at any time and under any circumstances.

 

The effectiveness of this Joint Statement dates back to December 10, 2019.

 

Each declaring parties:

 

1、 Hangzhou Nongyuan Network Technology Co., Ltd.(stamp)

 

2、Hangzhou Suyuan Agricultural Technology Co., Ltd.(stamp)

 

 

 

 

3、Xinyang Wang(signature)

 

Shareholder of Hangzhou Nongyuan Network Technology Co., Ltd.

 

4、Dehong Zhang(signature)

 

Executive Director and Legal representive of Hangzhou Nongyuan Network Technology Co., Ltd.

 

5、Zhengyu Wang(signature)

 

Designated Person of Hangzhou Suyuan Agricultural Technology Co., Ltd.

 

Trustee of Wang Xinyang

 

Date:May 15, 2020