Exhibit 10.1
Joint Venture Agreement
No.: C20211220
Party A: Meten Holding Group Ltd.
Party B I: Zhijun Liu
Address:
ID number:
Party B II: Yunying Li
Address:
ID number:
Party B III: Manning Liao
Address:
ID number:
Party C: Xiaodong Feng
Address:
ID number:
Whereas:
1. Party A is a well-known
NASDAQ listed company (Stock code: METX), which is also rapidly transforming into blockchain and digital currency business, and is actively
exploring overseas blockchain and digital currency market;
2. Party B has rich management
capabilities, industry experience and market channels for blockchain, cryptocurrency mining equipment and other businesses;
3. Party C has rich technology,
knowledge and R&D capabilities in blockchain, cryptocurrency mining equipment and other businesses.
4. The three parties intend
to cooperate to set up an enterprise specializing in the research, development, production and sales of cryptocurrency mining equipment
to achieve a win-win situation.
In view of this, according
to the provisions of relevant laws, regulations and normative documents, the three parties reached the following consensus through friendly
consultation and signed this Agreement for mutual observance.
I. Overview of cooperation
1. Contents of cooperation
The three parties jointly initiated
the establishment of a joint venture company, the business scope of which is the research and development, manufacturing and sales of
cryptocurrency mining equipment (including but not limited to Ethereum mining equipment). The company is guided by the research and development
and manufacturing of cryptocurrency mining equipment, and does not involve cryptocurrency mining activities for the time being.
Party A invests monetary fund
and is responsible for overall leadership of the company's strategy (without prejudice to the rights and interests of Party B and Party
C under this Agreement); Party B, as the management team, is responsible for the manufacturing and marketing of mining equipment; Party
C is responsible for technology research and development. The three parties shall do their best to fulfill their obligations under this
Agreement and shall share the profits. If the business is in good condition, Party A can pay METX shares to Party B and Party C as incentives.
All three parties agree that
under certain conditions, Party A has the right to purchase part or all of the shares held by Party B and Party C in the joint venture
company.
2. Cooperation model
The three parties initiate
the establishment of a joint venture company to reach the intention of cooperation, among which Party A contributes USD3 million in cash
to hold 21%, Party B holds 39% of the equity interests through contributing labor and other resources, and Party C holds 40% of the equity
interests through contributing technology, labor and other resources.
The registered place of the
company is the Cayman Islands, and the person in charge of the company is appointed by Party A.
3. The purpose of cooperation
The joint venture company initiated
by the three parties should master the core technology and have independent capabilities in product research and development, production,
sales and service, so as to better achieve win-win cooperation among all parties.
With the assistance of Party
B and Party C, Party A can build a complete industrial supply chain system and master the core technologies by participating in and holding
shares in the joint venture company, so as to have independent capabilities in product research and development, production, sales and
service.
4. Cooperation period
After the establishment of
the joint venture company, the three parties agree to a three-year period as the cooperation period. When the cooperation period expires,
the three parties will discuss the follow-up operation and development matters separately. At that time, this Agreement will be terminated
on the premise that all parties have fulfilled their obligations under this Agreement.
Ⅱ.
About the company
1. The joint venture company
is a limited liability company, and the company shall be responsible for its debts with all its property, and all shareholders shall be
responsible for the company to the extent of their subscribed capital contributions.
2.
Shareholders shall exercise their voting rights in the shareholders' meeting according to the proportion of capital contribution, and
the resolutions made by shareholders must be approved by shareholders representing more than half of the voting rights (the following
matters shall be approved by shareholders representing 80% or more of the voting rights: dividends, appointing and removing directors,
equity pledge, liquidation, change the articles of association; Or increase or decrease the company's capital; ）
3. The board of directors is
composed of a director appointed by each of the three parties. The term of office of the director is one year, and the director can be
re-elected at the expiration of the term. The chairman is appointed by Party A. The voting of the resolutions of the board of directors
shall be one person, one vote, and the resolutions made by the board of directors must be approved by two or more directors (the following
matters must be unanimously approved by all directors: large expenditures (single expenditures exceeding RMB 200,000 belongs to large
expenditures), external guarantee, appointing and removing executives, making the company's business plan and financial budget).
4. Party A is responsible for
the financial management of the company, that is, Party A has the right to appoint financial personnel and formulate corresponding financial
management system.
5. At the end of each fiscal
year, the joint venture company will pay dividends according to their respective shares.
6. Company liquidation
In case of liquidation of the
joint venture company, Party A has the right to take back the investment of USD3 million in priority for the company's assets under any
circumstances. If the company still has distributable assets after Party A exercises the priority, all parties shall distribute them uniformly
according to their respective share proportions.
III. About business
1. All three parties agree
that the company must set up a complete R&D team, establish a sound R&D mechanism and own its own intellectual property rights.
The intellectual property rights arising from R&D activities after the establishment of the company are all owned by the company.
Intellectual property rights that are closely related to the company's business and generated by each party relying on the company's resources
and performing their duties belong to the company. Other issues or arrangements concerning intellectual property rights shall be negotiated
and handled by the parties through signing an intellectual property agreement separately.
2. All three parties agree
that the company must form a sound governance mechanism and build a comprehensive market channel system.
3. Party B and Party C promise
to ensure that the company and Party A have mastered core technologies, have independent capabilities in product research and development,
production, sales and service, and build a complete supply chain system for the company and Party A and hand over important customer resources.
4. All parties promise that
the continuity of all business of the company must be supported unreservedly by all parties, and this support will not change due to the
change of their respective equity ratios. Even if Party B and Party C withdraw from the joint venture company, the company can still operate
and develop normally.
IV. About subsequent acquisitions
After the establishment of
the joint venture company, Party A has the right to purchase all or part of the shares held by Party B and Party C in consideration for
the shares of Party A, with the consent of all parties and no obstacles.
At the time of share acquisition,
Party A shall select one of the following two methods for valuation: (1) 1.6-2.5 times of annual revenue; (2) 8-15 times of annual net
profit (note: the specific valuation should be based on the prevailing market environment and other factors, and all parties should reach
a consensus through negotiation, which is not an established obligation clause). Details of specific equity transfer will be confirmed
at that time.
V. Special clauses
1. If one of the following
events occurs, this cooperation will be cancelled and the joint venture company will be liquidated.
(1) Party A is delisted within
one year after signing this Agreement;
(2) The technical structure
of Ethereum has been completely changed, and the company has failed to develop mining machine business in any other digital currencies,
resulting in that digital currency mining equipment can no longer generate revenue;
(3) Other force majeure causes
the parties to fail to achieve the purpose of this Agreement.
2. Non-competition
Party B and Party C must fulfill
the obligation of non-competition within two years after all of their have been acquired and had completely withdrawn from the company,
whether during the cooperation period or after the end of the cooperation period. The non-competition obligations include: during the
cooperation period and within two years after the party completely withdraws from the company, the party is not allowed to engage in mining
equipment R&D, production, sales and other related commercial activities that compete with the company's existing business. In order
to avoid ambiguity, the behavior of Party B and Party C in organizing external customers to purchase or produce mining equipment for their
own use in order to reduce the unit procurement cost does not belong to the above-mentioned non-competition. For the avoidance of ambiguity,
if the parties negotiate to terminate the cooperation in advance due to item 1 of Article 5 or other circumstances, Party B and Party
C need not continue to perform the obligation of non-competition.
VI. Prerequisites and major
adverse effects of cooperation
1. The establishment of the
company can only be initiated after all the following prerequisites are met:
(1) Party A is satisfied with
the due diligence results and found no significant adverse effects, and the specific significant adverse effects are detailed in the "Significant
adverse effects" clause;
(2) The purchaser has obtained
all internal approvals required for investment;
(3) Party A signs legally binding
official documents with all the founding shareholders of the company;
(4) The statements and guarantees
made by Party B and Party C to Party A are complete, true and accurate when they are made;
(5) Other preconditions agreed
in legally binding documents.
2. Significant adverse effects
Party A shall suspend the cooperation
if it finds that the cooperation with other parties has the following significant adverse effects during its due diligence process:
(1) Financial fraud;
(2) There is a great risk of
intellectual property infringement and legal proceedings;
(3) There are irreparable serious
flaws in legal compliance;
(4) The materials and information
provided by the partners are seriously untrue;
(5) Any material adverse change
that seriously threatens the operation and financial position of the partner during the due diligence period, including but not limited
to loss of orders from major customers, loss of core staff, serious intellectual property disputes, etc.
VII. Trade secrets
1. All parties shall strictly
abide by the obligation of confidentiality, and all parties shall keep confidential information strictly. Without the prior written consent
of all parties, none of the parties shall use, copy, disclose or divulge confidential information, or make any other individual or organization
use confidential information in any other way. Without the prior written consent of each party, none of the parties can disclose any materials
of any kind marked with the names, logos or trademarks and trade names of each party or company.
2. In this Agreement, "confidential
information" refers to all applicable forms of scientific, technological, financial and commercial information, including but not
limited to all strategies, projects, progress, science and technology, information, ideas, models and patent or potential patent information
disclosure, investigation, equipment, tools, price, demand forecast, design, samples, discovery, quality control, testing, operation,
procurement, production, materials, marketing, research and development, investment, formula, password, customers, market, business, quotation,
order, return, cost, product development, environmental protection, information generated by the cooperation of all parties and the cooperation
process, or other related information derived from the above information, and other information that the service provider can reasonably
know or reasonably understand as confidential or proprietary information of the company, as well as the existence and terms of this Agreement.
3. The term of confidentiality
is long-term and has no fixed term, unless all parties agree that it can be made public.
VIII. Liability for breach
of contract
1. Any violation or failure
to perform its statements, guarantees, obligations or responsibilities by any party under this Agreement shall constitute breach of contract.
2. Unless otherwise agreed,
if any party violates this Agreement, cause other parties to bear any expenses, responsibilities or suffer any losses ("losses"),
the breaching party shall compensate the party suffering losses for any of the above losses (including but not limited to the interest
and legal fees paid or lost due to breach of contract). The total amount of compensation paid by the breaching party shall be the same
as the loss caused by the breach.
3. If Party B and Party C violate
Article 5, item 2, Party A shall have the right to unconditionally terminate this Agreement without any responsibility. The defaulting
party shall pay liquidated damages to Party A (liquidated damages are all the actual gains obtained by the defaulting party in the equity
transfer arrangement of this Agreement, with the maximum liquidated damages of USD3 million) and compensate the other Party for the losses
caused by Party A's dissolution of the Agreement.
IX. Force majeure
1. "Force Majeure"
in this Agreement refers to unforeseen, inevitable and insurmountable events and situations that will have a substantial impact on the
performance of this Agreement by one or more parties, including but not limited to earthquakes, typhoons, floods or other natural disasters,
fires, explosions, embargoes, strikes, riots, wars, epidemics or policy changes, etc.
2. If any party delays or fails
to perform its obligations under this Agreement due to force majeure events, it shall notify the other parties in writing as soon as possible
and provide the other parties with detailed information about these events and documents (including the documents of the official authorities,
if applicable) to prove the events within 5 days after the occurrence of these events, and explain the reasons for its failure or delay
in performing all or part of the terms of this Agreement.
3. In case of force majeure,
none of the parties shall be liable for breach of contract to any other party, nor shall it be deemed as a breach of this Agreement. The
party claiming the force majeure event shall take appropriate measures to minimize or eliminate the influence of the force majeure event,
and try to resume the performance affected by the force majeure event in the shortest possible time. If force majeure occurs after any
party delays performance, it cannot be exempted from liability.
4. If the force majeure event
or the result of the force majeure event prevents any party from performing all or part of its obligations under this Agreement, and the
duration of these force majeure events lasts for 15 days or more, the parties shall discuss and decide whether to terminate this Agreement
through consultation and unanimous voting according to the influence of the force majeure event.
X. Application of law and
dispute resolution
1. The signing, validity, interpretation,
performance, enforcement and dispute settlement of this Agreement shall be governed by the laws of the Hong Kong Special Administrative
Region of the People's Republic of China.
2. All disputes arising from
or related to the performance of this Agreement shall be settled by all parties through friendly negotiation. If negotiation fails, any
party may submit the dispute to Shenzhen International Arbitration Court, which will be held in Shenzhen for arbitration in accordance
with the arbitration rules of the Arbitration Court in effect at the time of submission. The arbitration award is final and binding on
all parties.
XI. Entry into force and
others
1. This Agreement shall come
into force as of the date of signing by all parties.
2. For matters not covered
in this Agreement, all parties shall sign a written agreement separately after reaching consensus through consultation.
3. If any clause of this Agreement
or any part thereof is deemed illegal, invalid or unenforceable according to law, other clauses will not be affected.
4. Any party's failure or delay
in exercising any rights or remedies under this Agreement does not constitute its waiver of such rights or remedies. Any party's one-time
or partial exercise of any rights or other remedies under this Agreement shall not affect its second exercise of such rights or remedies.
5. This Agreement is made in
triplicate, with each party holding one copy, and each copy has the same legal effect.
(No text below)
Party A: Meten Holding Group Ltd.
Authorized representative (signature): /s/ Siguang
Peng
Party B I(signature): /s/ Zhijun Liu
Party B II (signature): /s/ Yunying Li
Party B III (signature): /s/ Manning Liao
Party C (signature): /s/ Xiaodong Feng
This Agreement was signed in Futian District, Shenzhen
on December 20th, 2021
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