Exhibit 10.
SHARE PURCHASE AGREEMENT
SHARE PURCHASE AGREEMENT, dated as of April 12, 2024 (this “Agreement”), by and between
JINZHENG INVESTMENT CO PTE. LTD., a Singapore company, the “Seller,” and YITONG ASIA
INVESTMENT PTE. LTD., a company incorporated in Singapore, the “Purchaser,” together with the Seller,
each a “Party” and collectively, the “Parties.” Capitalized terms not otherwise defined shall have the
meaning ascribed in Section 6.1 hereof.
W I T N E S S E T H:
WHEREAS, the Seller is the owner of 10,000,000 Class B Ordinary Shares (the “Shares”) of Golden
Heaven Group Holdings Ltd. , a Cayman Islands exempted company (the “Issuer”);
WHEREAS, the Seller intends to sell to the Purchaser, and the Purchaser intends to purchase from the
Seller, all of the Seller’s right, title and interest in and pertaining to the Shares at the Purchase Price, all
upon the terms and conditions hereinafter set forth; and
WHEREAS, the Purchaser’s obligations hereunder are secured by a Personal Guarantee, dated the date
hereof (the “Personal Guarantee”), from GONG Cuizhang (the “Guarantor”) to the Seller;
NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, it is agreed
as follows:
1. PURCHASE AND SALE
1.1. Purchase and Sale. Subject to the terms and conditions set forth in this Agreement, the Purchaser
agrees to purchase from the Seller, and the Seller agrees to sell, transfer and assign to the Purchaser, on
the Closing Date, all of the Seller’s right, interest and title in the Shares (including all dividends,
distributions and other benefits attaching to the Shares) for the Purchase Price. The Purchaser shall pay
the Purchase Price to the Seller by a wire transfer of immediately available funds in U.S. dollars into an
account designated by the Seller in at least two installment payments according to the following schedule:
(i) US$300,000 (the “First Payment”) shall be paid on the Closing Date; and (ii) the remaining Purchase
Price, which shall be US$2,700,000, shall be paid within one hundred and eighty (180) days of the date of
this Agreement.
1.2. The Closing.
(a) The closing of the purchase and sale of the Shares and the other transactions contemplated hereby
(the “Closing”) shall take place on the fifth (5th) Business Day immediately after the date of this
Agreement, or such other date as may be agreed by both Parties in writing (the “Closing Date”).
(b) At the Closing:
(i) the Seller shall deliver, or cause to be delivered, to the Purchaser:
(A) the original stock certificates representing the Shares, if any;
(B) a share transfer form duly executed by the Seller in respect of the Shares in favor of the
Purchaser;
(C) a certified copy of the updated register of members or shareholder list, as applicable, of the
Issuer reflecting the Purchaser as the sole holder of the Shares;
(D) a new share certificate in the name of the Purchaser in respect of the Shares;
(E) all such other documents and instruments, if any, that are mutually determined by the Seller
and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement;
and
(ii) the Purchaser shall deliver, or cause to be delivered, to the Seller:
(A) a wire transfer of immediately available funds into an account designated by the Seller in the
amount of the First Payment; and
(B) all such other documents and instruments, if any, that are mutually determined by such Seller
and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement.
(c) Unless otherwise agreed by the Seller and the Purchaser, all actions at Closing are inter-dependent
and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been
made until all deliveries and payments under this Agreement due to be made at Closing have been made.
Each of the Seller and the Purchaser shall be responsible for its respective costs and professional fees
associated with the Closing.
2. PURCHASER’S REPRESENTATIONS AND WARRANTIES
The Purchaser makes the following representations and warranties to the Seller, each and all of which
shall be true and correct as of the date of this Agreement and the Closing Date:
2.1. Authority; Binding Effect. The Purchaser has the requisite corporate power and authority to execute
and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly and
validly executed and delivered by the Purchaser and (assuming the due execution and delivery thereof by
the Seller) constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the
Purchaser in accordance with its terms.
2.2. No Conflicts. The execution and delivery of this Agreement and the consummation of the transactions
contemplated herein and compliance by the Purchaser with its obligations hereunder do not, whether with
or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default
under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon any property or
assets of the Purchaser pursuant to any contract, indenture, mortgage, deed of trust, loan or credit
agreement, note, license, lease or other agreement or instrument to which the Purchaser is a party or by
which the Purchaser is bound, or to which any of the property or assets of the Purchaser is subject, nor
does such action result in any violation of the provisions of Organizational Documents of the Purchaser or
any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government,
government instrumentality or court, domestic or foreign, having jurisdiction over the Purchaser or any of
its property or assets.
2.3. No Consents. No filing with, or consent, approval, authorization, order, registration, qualification or
decree of, any court or governmental authority or agency, of any country or nation, that is necessary or
required for entry into this Agreement by the Purchaser or the performance by the Purchaser of its
obligations hereunder, has not been obtained or completed, including, but not limited to, any consent,
approval, filing or registration related to a foreign exchange.
2.4. Purchase for Investment. The Purchaser is acquiring the Shares for investment for its own account
and not with a view toward any resale or distribution thereof except in compliance with the Securities Act.
The Purchaser does not presently have any contract, undertaking, agreement or arrangement with any
person to sell, transfer or grant participations to any person with respect to the Shares. The Purchaser
hereby acknowledges that the Shares have not been registered pursuant to the Securities Act and may not
be transferred in the absence of such registration thereunder or an exemption therefrom.
2.5. Purchaser Status. The Purchaser is either (i) not a U.S. Person (as defined in Rule 902 of Regulation S
promulgated under the Securities Act), or (ii) an “accredited investor” within the meaning in Rule 501 of
Regulation D promulgated under the Securities Act. Such Investor has the knowledge, sophistication and
experience necessary to make an investment decision like that involved in the purchase of the Shares and
can bear the economic risk of its investment in the Shares.
2.6. Access. The Purchaser has and had access to such reports, statements and announcements publicly
released or published by the Issuer as shall have been reasonably necessary for the Purchaser to be
capable of evaluating the merits and risks of the transactions contemplated by this Agreement. The
Purchaser has such knowledge and experience in financial and business matters as to enable the
Purchaser to make an informed decision with respect to the Purchaser’s purchase of the Shares. The
Purchaser is a sophisticated investor and has independently evaluated the merits of its decision to
purchase the Shares pursuant to this Agreement. In connection with such purchase, the Purchaser is not
relying on the Seller or any of its affiliates or representatives (including any act, representation or
warranty by the Seller or any of its affiliates or representatives) in any respect in making its decision to
make such purchase except for such representations and warranties of the Seller made under Section 3
below.
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2.7. Sufficient Funds. The Purchaser will have, prior to the Closing, sufficient cash, available lines of
credit, or other sources of immediately available funds to enable the Purchaser to make payment of the
Purchase Price as set forth in Sections 1.1 and 1.2.
3. SELLER’S REPRESENTATIONS AND WARRANTIES
The Seller makes the following representations and warranties to the Purchaser, each and all of which
shall be true and correct as of the date of this Agreement and the Closing Date:
3.1 Authority; Binding Effect. The Seller has the requisite power and authority to execute and deliver this
Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed
and delivered by the Seller and (assuming the due execution and delivery thereof by the Purchaser)
constitutes the legal, valid and binding obligations of the Seller, enforceable against the Seller in
accordance with its terms.
3.2. Ownership and Transfer. The Seller has valid title to the Shares, and will have valid title to the Shares
prior to the Closing, in each case free and clear of all security interests, claims, liens, equities or other
encumbrances (collectively, “Liens”). Upon transfer, assignment and delivery of the Shares and payment
therefor in accordance with the terms of this Agreement, the Purchaser will acquire good and marketable
title to the Shares, free and clear of any and all Liens.
3.3. Litigation. There is no legal proceeding pending or, to the knowledge of the Seller, threatened, against
the Seller or to which the Seller is otherwise a party relating to this Agreement or the transactions
contemplated hereby.
3.4. No Conflicts. Except as disclosed in the SEC Documents, the execution and delivery of this
Agreement and the sale and delivery of the Shares by the Seller and the consummation of the transactions
contemplated herein and compliance by the Seller with its obligations hereunder do not, whether with or
without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default
under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Shares or
any property or assets of the Seller pursuant to any contract, indenture, mortgage, deed of trust, loan or
credit agreement, note, license, lease or any other agreement or instrument to which the Seller is a party
or by which the Seller is bound, or to which any of the property or assets of the Seller is subject, nor does
such action result in any violation of the provisions of Organizational Documents of the Seller or any
applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government,
government instrumentality or court, domestic or foreign, having jurisdiction over the Seller or any of its
property or assets.
3.5. No Consents. No filing with, or consent, approval, authorization, order, registration, qualification or
decree of, any court or governmental authority or agency, of any country or nation, that is necessary or
required for the performance by the Seller of its obligations hereunder, or in connection with the sale and
delivery of the Shares hereunder or the consummation of the transactions contemplated by this
Agreement, has not been obtained or completed.
3.6. SEC Documents. To the knowledge of the Seller, the Issuer has filed with the Securities and Exchange
Commission of the United States of America (the “SEC”) all forms, reports, schedules, statements, exhibits
and other documents required to be filed under the Exchange Act or the Securities Act (all forms, reports,
schedules, statements, exhibits and other documents filed or furnished by the Issuer with the SEC,
collectively, the “SEC Documents”). To the knowledge of the Seller, as of its filing date, or, if amended, as
of the date of the last such amendment, each SEC Document did not contain any untrue statement of a
material fact or omit to state any material fact necessary in order to make the statements made therein, in
light of the circumstances under which they were made, not misleading.
3.7. Absence of Certain Developments. To the best knowledge of the Seller, since March 6, 2024, there has
been no Material Adverse Effect that is required to be, but has not been, disclosed in the SEC Documents,
other than adverse effects relating to changes in general economic or political conditions or changes
generally affecting the industry in which the Issuer operates.
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4. CONDITIONS PRECEDENT
4.1. The obligations of the Seller under Sections 1.1 and 1.2(b)(i) hereof are subject to the following
conditions:
(a) All of the representations and warranties of the Purchaser contained in Section 2 shall be true and
correct in all material respects (other than the Purchaser’s representations and warranties set forth in
Section 2.1 which shall be true and correct in all respects) on and as of the date hereof and on the Closing
Date; and
(b) The Purchaser has performed all of its obligations contained in this Agreement (to be performed prior
to the Closing) in all material respects.
4.2. The obligations of the Purchaser under Sections 1.1 and 1.2(b)(ii) hereof are subject to the following
conditions:
(a) All of the representations and warranties of the Seller contained in Section 3 shall be true and correct
in all material respects (other than the representations and warranties set forth in Sections 3.1 and 3.2
which shall be true and correct in all respects) on and as of the date hereof and on the Closing Date;
(b) The Guarantor shall have delivered the Personal Guarantee to the Seller; and
(c) The Seller shall have performed all of its obligations contained in this Agreement (to be performed
prior to the Closing).
5. COVENANTS
5.1. Notification. Each party to this Agreement will notify the other party as soon as reasonably
practicable (but in any event prior to the Closing Date) in the event it comes to such party’s attention that
any of such party’s representations or warranties set out in this Agreement has ceased to be true and
accurate in any material respect or there has been any breach by such party of any of its agreements
contained in this Agreement or any failure by such party to comply with any of its obligations contained in
this Agreement.
5.2. Indemnification. The Seller shall keep the Purchaser indemnified against any losses, liabilities, costs,
claims, actions and demands (including any properly incurred expenses arising in connection therewith)
which the Purchaser may incur, or which may be made against the Purchaser as a result of or in relation
to any breach by the Seller of this Agreement or any misrepresentation in or breach of any of the Seller’s
representations and warranties, and the Seller shall reimburse the Purchaser for all properly incurred
costs, charges and expenses which the Purchaser may pay or incur in connection with investigating,
disputing or defending any such loss, liability, action or claim; provided that the representations and
warranties of the Seller shall survive the Closing for twelve (12) months. The Purchaser shall keep the
Seller indemnified against any losses, liabilities, costs, claims, actions and demands (including any
properly incurred expenses arising in connection therewith) which the Seller may incur, or which may be
made against the Seller as a result of or in relation to any breach by the Purchaser of this Agreement or
any misrepresentation in or breach of any of the Purchaser’s representations and warranties, and the
Purchaser shall reimburse the Seller for all properly incurred costs, charges and expenses which the
Seller may pay or incur in connection with investigating, disputing or defending any such loss, liability,
action or claim; provided that the representations and warranties of the Purchaser shall survive the
Closing for twelve (12) months.
5.3. SEC Filings. Each Party agrees, confirms and undertakes that promptly upon the signing of this
Agreement and in any event within the time required by applicable law, such Party shall file a Form 13D or
Form 13G, as applicable, to announce the entry into this Agreement.
5.4. Interest. Starting on the day after the Closing Date, for every calendar day after the Closing Date,
simple interest will accrue at a rate equal to 6% per annum, calculated based on the unpaid Purchase
Price. Starting on the one hundred and eightieth (180th) day of this Agreement, for every calendar day
after such date, penalty interest will accrue at a rate equal to 12% per annum, calculated based on any
remaining amount required to be paid under this Agreement by the Purchaser to the Seller on such date
but not actually paid by the Purchaser to the Seller on such date (which shall constitute the Remaining
Payment).
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6. MISCELLANEOUS
6.1. Certain Definitions. For purposes of this Agreement, the following terms shall have the meanings
specified in this Section 6.1:
“Affiliated Entities” means all companies listed on Exhibit 8.1 to the Form 20-F for the fiscal year ended
September 30, 2023 filed with the SEC on February 15, 2024, and any other person (other than a natural
person) (i) that is directly or indirectly controlled by the Issuer or (ii) whose assets, or portions thereof,
are consolidated with the net earnings of the Issuer and are recorded on the books of the Issuer for
financial reporting purposes in accordance with U.S. GAAP.
“Business Day” means any day except any Saturday, any Sunday, any day that is a federal legal holiday in
the United States of America, a public holiday in the People’s Republic of China, Hong Kong, or the
Cayman Islands, or any day on which banking institutions in the State of New York, the People’s Republic
of China, Hong Kong, or the Cayman Islands are authorized or required by law or other governmental
action to close.
“Class B Ordinary Shares” means Class B ordinary shares, US$0.0001 par value, of the Issuer.
“Exchange Act” means the Securities Exchange Act of 1934 of the United States of America, as amended.
“Issuer” means Golden Heaven Group Holdings Ltd. , a Cayman Islands exempted company.
“knowledge of” means, with respect to any person, the actual knowledge and constructive knowledge of
such person.
“Material Adverse Effect” means a material adverse change in the business, properties, condition,
financial or otherwise, or in the earnings, business affairs or prospects of the Issuer and the Affiliated
Entities taken as a whole, whether or not arising in the ordinary course of business.
“Organizational Documents” means, with respect to any person, the memorandum of association, articles
of association, articles of incorporation, certificate of incorporation, bylaws and any charter, partnership
agreements, joint venture agreements or other organizational documents of such entity and any
amendments thereto.
“Per Share Consideration” means US$0.30.
“Purchase Price” means the aggregate amount equal to the Per Share Consideration multiplied by the
number of Shares, which shall be US$3,000,000.
“Remaining Payment” has the meaning set forth in Section 5.4.
“Securities Act” means the Securities Act of 1933 of the United States of America, as amended.
6.2. Termination. This Agreement may be terminated as follows:
(a) at the election of the Seller on or after May 9, 2024 (the “Long Stop Date”), if the Closing shall not
have occurred by the close of business on such date as a direct result of the breach by the Purchaser of its
obligations hereunder; provided that the Purchaser shall remain liable for its breach after such
termination;
(b) at the election of the Purchaser on or after the Long Stop Date, if the Closing shall not have occurred
by the close of business on such date as a direct result of the breach by the Seller of its obligations
hereunder; provided that the Seller shall remain liable for its breach after such termination; or
(c) by mutual written consent of the Seller and Purchaser prior to the Closing.
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6.3. Further Assurances. The Seller and the Purchaser agree to execute and deliver such other documents
or agreements and to take such other action as may be necessary or desirable for the implementation of
this Agreement and the consummation of the transactions contemplated hereby.
6.4. Complete Agreement; Amendments; Waivers. This Agreement constitutes the complete agreement
between the parties with respect to the subject matter hereof, supersedes any previous agreement or
understanding between them relating hereto and may not be modified, altered or amended except as
provided herein. This Agreement can be amended, supplemented or changed, and any provision hereof
can be waived, only by written instrument making specific reference to this Agreement signed by the
party against whom enforcement of any such amendment, supplement, modification or waiver is sought.
No action taken pursuant to this Agreement shall be deemed to constitute a waiver by the party taking
such action or compliance with any representation, warranty, covenant or agreement contained herein.
The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be
construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent
breach. No failure on the part of any party to exercise, and no delay in exercising, any right, power or
remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right,
power or remedy by such party preclude any other or further exercise thereof or the exercise of any other
right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other
remedies provided by law.
6.5. Expenses. Each party hereto shall bear its own expenses incurred in connection with the negotiation
and execution of this Agreement and each other document and instrument contemplated by this
Agreement and the consummation of the transactions contemplated hereby and thereby.
6.6. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being
enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic and legal substance of the
transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon
such determination that any term or other provision is invalid, illegal or incapable of being enforced, the
parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible in a mutually acceptable manner in order that the transactions be
consummated as originally contemplated to the fullest extent possible.
6.7. Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the
parties and their respective heirs, successors and permitted assigns. Nothing in this Agreement shall
create or be deemed to create any third party beneficiary rights in any person or entity not a party to this
Agreement. No assignment of this Agreement or of any rights or obligations hereunder may be made by
any party hereto (by operation of law or otherwise) without the prior written consent of the other parties
hereto and any attempted assignment without the required consent shall be void; provided that,
notwithstanding the foregoing, (i) the Purchaser may assign to an affiliate all of its rights, obligations or
liabilities arising hereunder or by reason hereof, in which case such assignee shall execute and deliver to
the Seller an agreement to be bound by the terms of this Agreement and (ii) in connection with any
assignment to such affiliate referenced in clause (i), the Purchaser hereby fully and unconditionally
guarantees to the Seller, as primary obligor and not merely as a surety, the prompt and full discharge of
all of the obligations of such affiliate as the “Purchaser” under this Agreement.
6.8. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance
with, the laws of the State of New York regardless of the laws that might otherwise govern under
applicable principles of conflicts of laws thereof.
6.9. Dispute Resolution.
(a) Subject to Section 6.9(b), any disputes, actions and proceedings against any Party, or arising out of or
in any way relating to this Agreement, shall be submitted to the Hong Kong International Arbitration
Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant
time and as may be amended by this Section 6.9. The place of arbitration shall be Hong Kong. The official
language of the arbitration shall be English and the tribunal shall consist of three arbitrators (each, an
“Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the
respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be
nominated jointly by the first two Arbitrators and shall serve as chairman of the Tribunal. In the event the
claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree the joint
nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such
Arbitrator shall be appointed promptly by the HKIAC. The Tribunal shall have no authority to award
punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding
upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for
enforcement of such award and, for purposes of the enforcement of such award, the Parties irrevocably
and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any
defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.
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(b) Notwithstanding the foregoing, the Parties hereby consent to and agree that, in addition to any
recourse to arbitration as set out in this Section 6.9, any Party may, to the extent permitted under the laws
of the jurisdiction where application is made, seek an interim injunction from a court or other authority
with competent jurisdiction and, notwithstanding that this Agreement is governed by the laws of the State
of New York, a court or authority hearing an application for injunctive relief may apply the procedural law
of the jurisdiction where the court or other authority is located in determining whether to grant the
interim injunction. For the avoidance of doubt, this Section 6.9(b) is only applicable to the seeking of
interim injunctions and does not restrict the application of Section 6.9(a) in any way.
(c) Each Party acknowledges and agrees that the other Parties would be irreparably injured by a breach of
this Agreement by it and that money damages alone are an inadequate remedy for actual or threatened
breach of this Agreement. Accordingly, each Party shall be entitled to bring an action for specific
performance and/or injunctive or other equitable relief (without posting a bond or other security) to
enforce or prevent any violations of any provision of this Agreement, in addition to all other rights and
remedies available at law or in equity to such Party, including the right to claim money damages for
breach of any provision of this Agreement.
6.10. Notices. All notices and other communications under this Agreement shall be in writing and shall be
deemed given when delivered personally, by international courier or by e-mail (with confirmation of
receipt) to the parties at the following addresses (or to such other address as a party may have specified
by notice given to the other party pursuant to this provision):
If to the Seller, to:
JINZHENG INVESTMENT CO PTE. LTD.
00 Xxx Xxxx Xxxx Xxxx, #00-00, Xxxxxxxxxx Hub
Singapore 608579
Attention: Xx. Xxxxx Xxx
Email: *
With a copy to (which shall not constitute notice):
Xxxxxx Xxxxxxx Xxxxxxx & Li LLC
000 Xxxxx Xxxxxx, 00xx Xxxxx
New York, NY 10022
Attention: Ms. Xxxx Xx
Email:
[email protected]If to the Purchaser, to:
YITONG ASIA INVESTMENT PTE. LTD.
000 XXXXXX XXXX XXXX
#03-1889
SINGAPORE (760413)
Attention: GONG Cuizhang
Email: *
6.11. Survival. All of the covenants and agreements of the parties in this Agreement shall survive the
Closing.
6.12. Section and Other Headings. The section and other headings contained in this Agreement are for
reference purposes only and shall not affect the meaning or interpretation of this Agreement.
6.13. Counterparts. This Agreement may be executed and delivered (including by facsimile transmission,
e-mail of .pdf version or delivery of photographic copy via text message or WeChat) in one or more
counterparts, all of which when executed and delivered shall be considered one and the same agreement.
[signature page follows]
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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of the day and year
first above written.
SELLER:
JINZHENG INVESTMENT CO PTE. LTD.
By: /s/ Xxxxx Xxx
Name: Xxxxx Xxx
Title: DIRECTOR and SOLE
SHAREHOLDER
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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of the day and year
first above written.
PURCHASER:
YITONG ASIA INVESTMENT PTE. LTD.
By: /s/ XXXX Xxxxxxxx
Name: XXXX Xxxxxxxx
Title: DIRECTOR and SOLE
SHAREHOLDER