Purchase Agreement of Huacai
| Party A: | RenminTianli Group Inc. |
| Party B: | Deng Changhua ID number: 422801196210203859 |
| | Ruan XiangIlan ID number:420116196508153828 |
PartyA is a NASDAQ listedcompany (stock code ABAC, hereinafter referred toas thelistedcompany), and Party Bowns thetotal shareholding ofEnshi Huacai Agricultural DevelopmentCo., Ltd. The following agreement has been reached through friendly negotiation:
1. Party Aagrees to Invest In the acquisition of the full equity of Enshi Huacai Agricultural DevelopmentCo., Ltd. held by Party B. According to the evaluation of the professional value assessment agency, Enshi Huacai Agricultural Development Co., Ltd. has an appraisal benchmark value of approximately RMB 106.67 million as of June 30,2018. In order to give Party A an appropriate purchase discount, the partiesagree that the final transaction price is90% of the assessment value, and the worthis RMB 90 million.
2. Party A and Party B agree thatthe listed company shall issue the ordinary shares to Party B as the total payment considerationof Party B's equity in three times.
3. Party A promises to complete the first payment to Party B within 20 working days after signing the formal agreement, and obtain 29% equity of Party B, including the completion of the stock issuance process and cash payment, of which, to Party B, Deng Changhua 500,000 shares, Ruan xianglian 500,000 shares, Liu Qirong 500,000 shares, Ma Qiaoling 300,000 shares, Guo Jialin 200,000 shares. The second payment to Party B will be completed within 20 working days after the completion of the first payment, and 29% of the equity of Party B will be obtained by Party A, including the completion of the stock issuance process and cash payment, and an additional 2 million shares will be issued to Party B. The third payment will be completedby the end of March 2019, and 3 million shares will be issued to Party B to obtain42% of the equity of Party B by Party A. The final shareholding ratio of Party A in Enshi Huacai Agricultural Development Co., Ltd. will reach 100%. The total purchase priceis determined by evaluation and audit, and the purchase price does not exceed the evaluation price.
Party B undertakes to complete all legal procedures for the transfer of equity to thecompanydesignated by Party A within 15 working days after the completion of all acquisitions, including but not limited to industrial and commercial changes.
4. After Party A completes the first payment, Party A will add a designee of Party B to the board of directors of Party A.
5. Party B promises that within three years, if Party A has a demand, Party B can help Party A to acquire more equities of Enshi Agricultural Industry Chain.
6. The unfinished matters shall be settled through negotiation between the two parties.
7. The time for signing the agreement: October 26, 2018.
8. This agreement is in quadruplicate, and each party will keep two copies.
(There is no text below this is the agreement signing page)
| Party A (signature) | /s/ Hanying Li |
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| Party B (signature) | /s/ Deng Changhua |
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| October 26, 2018 | |
