Strategic Investment Consulting Agreement
Exhibit 10.1
Strategic
Investment Consulting Agreement
Party A: Golden Heaven Group Holdings Ltd. (hereinafter referred to as “Party A”, NASDAQ symbol GDHG)
Party B: Xiangyun Investment Co., LTD. (hereinafter referred to as “Party B”)
Party A is a NASDAQ listed company and an amusement park operator. Party A is seeking business growth, and, in furtherance thereof, is seeking qualified strategic investors to participate in Party A’s private placement. Party B is an investment and strategic consulting company located in Hong Kong, and Party A intends to engage Party B as an investment consultant. Through friendly negotiation, Party A entrusts Party B to introduce qualified strategic investors to Party A. Both parties enter into the following agreement (the “Agreement”).
1.1 Party A entrusts Party B to assist in introducing strategic investors and exploring strategic cultural and tourism resources in the Asian region.
1.2 Party B accepts the entrustment of Party A to provide Party A with professional strategic planning, seek qualified investors on behalf of Party A, negotiate with potential investors on behalf of Party A, assist Party A in preparing relevant documents and information, and provide relevant risk advice.
Article 2. Obligation of Confidentiality:
Both parties shall assume the obligation to keep confidential the relevant information provided on the entrusted matters as provided in Article 1 herein. Neither party shall in any event disclose or provide any information or documents obtained under this Agreement to any unrelated third party, with the exception of potential investors, unless specifically required by the law or competent court, arbitration or administrative authority.
If there is any document or information provided by Party A that is confidential or is partially confidential, another document shall be entered into between Party A and Party B to specify the scope of the confidential matters and the scope of the information that Party B may provide to potential investors. Unless specifically authorized by Party A, Party B shall not disclose Party A’s confidential information to potential investors.
Article 3. Party A’s Representations and Warranties
3.1 Party A shall provide Party B with true, accurate, and necessary information and documents; Party A guarantees that the documents and information provided to Party B shall contain no misstatements or omissions of material facts related to this Agreement.
3.2 Party A shall, as reasonably required by Party B, provide information, personnel and other related cooperation under this Agreement.
3.3 Party A shall pay remuneration to Party B in accordance with Article 4 herein.
3.4 Without the written consent of Party B, Party A shall not disclose Party B’s trade secrets obtained under this Agreement to the public.
3.5 Party A shall have the right to request Party B to provide the progress of entrusted matters as provided in Article 1 herein at any time; Party B shall inform Party A of the progress and potential investors within one day of receiving such request from Party A.
4.2 The Shares for each of (i) the Basic Compensation and (ii) the Additional Compensation shall be issued to Party B in full as and when due pursuant to the foregoing timeframes. Party A shall provide assistance, to the extent reasonably necessary, for Party B to remove the restriction on the Shares after the expiration of the relevant lock-up period.
4.4 Party A and Party B hereby agree that Article 4 provides for all remuneration that Party B is entitled to receive under this Agreement.
Article 5. Party B’s Representations and Warranties
5.1 Party B is not a U.S. Person (as defined in Rule 902 of Regulation S promulgated under the Securities Act of 1933, as amended, or the “Securities Act”), and does not acquire shares for the accounts or benefits of any U.S. Persons. Party B agrees not to conduct hedging transactions related to Party A’s shares unless it complies with the Securities Act.
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5.4 Restricted shares. Party B understands that the Shares under this Agreement are deemed to be “restricted securities” under the U.S. securities law. Party B is familiar with the Rule 144 under the Securities Act and understands the resale restrictions imposed thereby. Party A and Party B agree that the lockup period of the Shares shall be six (6) months from the date of acquisition.
Article 6. Complete Agreement; Amendments
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 without the written consent of both parties. After this Agreement is signed, Party A or Party B shall not unilaterally terminate this Agreement.
This Agreement is governed by the relevant laws of Hong Kong, China. Any dispute arising from the performance of this Agreement or matters relating to this Agreement shall be settled through friendly negotiation. If no agreement can be reached through negotiation, the dispute 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.
This Agreement shall come into force and effect upon being signed and sealed by both parties, and shall be valid for two years from the date of signing (the “Term”). Within 30 days before the expiration of the Term, this Agreement may be extended for one year with the written consent of both parties.
This Agreement is written in the Chinese and English languages. If there is any conflict or inconsistency between the Chinese version and the English version, the English version shall prevail.
This Agreement is made in counterparts, and each version can be regarded as the original contract. Both parties may exchange pdf copies of the original executed signature pages to this Agreement through EMAIL or other electronic means. Each such EMAIL signature or other electronic signatures will be regarded as the original and will come into force and effect immediately upon such delivery. This Agreement is made in counterparts, with each party holding one copy.
(No text available below)
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(The following is the signature page.)
Party A: Golden Heaven Group Holdings Ltd. | ||
Name and Title: | Xxx Xx CEO | |
Signature / seal: | /s/ Xxx Xx | |
June 09, 2024 |
Party B: Xiangyun Investment Co., LTD | ||
Name and Title: | Long Xxx Xxxxx Director | |
Signature / seal: | /s/ Long Xxx Xxxxx | |
June 09, 2024 |
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