Pop Culture (CPOP) 6-KReport of Foreign Private Issuer

Exhibit 10.1

发行股票收购协议

Stock Purchase Agreement

发行股票收购协议

Stock Purchase Agreement

甲方：Pop Culture (HK) Holding Limited

授权代表：黄卓勤

乙方：郑少容

Party A: Pop Culture (HK) Holding Limited

Authorized Representative: Huang Zhuoqin

Party B: Zheng Shaorong 

鉴于：

Whereas:

Party A is a private company incorporated under the laws of Hong Kong Special Administrative Region.

Party A intends to purchase 98% of the equity interest in Yi Caishen (Xiamen) Trading Co., Ltd. (the “Target Company”), a limited liability company duly incorporated in China and engaged in the business of leasing, held by Party B as of the Execution Date and Pop Culture Group Co. Ltd shall issue the CPOP Shares to Party B as Acquisition Consideration for such acquisition, and Party B agrees to sell 98% of the equity interests in the Target Company to Party A in return for the CPOP Shares issued by Pop Culture Group Co. Ltd to Party B.

在本协议中，甲方和乙方单独称为“一方”，合称为“双方”，因此，双方经友好协商，就本次交易事宜签订本发行股票收购协议（“本协议”）如下。

 In this Agreement, Party A and Party B are individually referred to as the “Party” and collectively referred to as the “Parties”, therefore, the two parties have entered into this Stock Purchase Agreement (the “Agreement”) as follows through friendly negotiation on the subject matter of the Transaction.

第1条  释义  

Section 1 Interpretation

除非另有说明，以下简称在本协议中的含义如下：

Unless otherwise specified, the following shall have the following meanings in this Agreement:

“Party A” means the definition set forth in the Preamble.

“Party B” means the definition set out in the Preamble.

“Party”, “Parties” mean the definitions set out in the Preamble.

“Transaction” means that according to the provisions of this Agreement, Pop Culture Group Co. Ltd will issue the CPOP Shares to Party B in a non-public manner as Acquisition Consideration for the Party A’s acquisition of 98% of the equity of Target Company 98% held by Party B as of the Execution Date.

“Agreement” means the definition set out in the Preamble.

“Target” means 98% equity interest in Target Company, which is 98% held by Party B as of the as of the Execution Date.

“Acquisition Consideration” means the price paid by Party A through Pop Culture Group Co. Ltd to Party B as consideration for the acquisition of the Target.

“Non-public offering” refers to the act of Pop Culture Group Co. Ltd issuing the CPOP Shares to Party B in accordance with the terms and conditions agreed in this Agreement to pay the Acquisition Consideration for Party A’s acquisition of Target.

“CPOP Shares” means the Class A ordinary shares of par value of US$0.01 per share in the Capital of Pop Culture Group Co. Ltd to be issued by it to Party B in accordance with the terms and conditions agreed in this Agreement.

“CPOP Shares Issuance Price” refers to the price per CPOP Share at which Pop Culture Group Co. Ltd issues the CPOP Shares to Party B on a non-public basis, i.e., US$1.1 per share.

“Delivery Date” means the thirtieth (30th) Business Day after the Execution Date (as defined below) or such other date as otherwise agreed by the Parties. On that date, the Target shall be transferred to Party A and/or any Party A’s subsidiaries designated by Party A in accordance with the Applicable Laws and procedures of the People’s Republic of China, and complete the necessary commercial registration.

“Completion Date” refers to the date on which Pop Culture Group Co. Ltd issues the CPOP Shares through Registrar to Party B in accordance with the Applicable Laws.

“Execution Date” means the date on which all of the conditions for entry into force set forth in section 9.2 of this Agreement are satisfied.

“Transition Period” refers to a period commencing from the Execution Date and conclude upon the Completion Date of this Agreement.

“SEC” means the United States Securities and Exchange Commission.

“Registrar” means the Depository Trust & Clearing Corporation.

“Business Day” means any days other than statutory holidays as well as Saturdays and Sundays in the U.S. and China.

“Organizational Documents” means, for any company, the company’s articles of association, business license, certificate of approval, shareholders’ agreement, or equivalent management or constitutive document.

“Applicable Law” means, for any person, the laws, regulations, decisions, orders, local regulations, autonomous regulations and special regulations, departmental rules of the State Council, local government rules and other forms of legally binding normative documents that are applicable to that person or that are binding on that person or any of his or her property.

“Competent Regulatory Authority” means the relevant competent authorities of the state that have the authority to approve and approve the Transaction, including but not limited to the SEC and Nasdaq.

在本协议中，除非上下文另有规定：

“United States” means the United States of America in this Agreement.

In this Agreement, unless the context otherwise requires:

Any reference to this Agreement shall include any amendment or supplement to this Agreement;

References to sections, paragraphs and annexes are references to the sections, paragraphs and annexes to this Agreement;

The table of contents and headings of the terms and conditions of this Agreement are for convenience only and shall not constitute any interpretation of this Agreement, and shall not limit the content and scope of the content under the headings;

Unless otherwise agreed, the days mentioned in this Agreement are natural days.

第2条 标的

Section 2 Target

本协议项下的标的为截至本协议生效日乙方单独持有的目标公司的98%股权。

The Target of this Agreement refers to 98% equity interest in Target Company, which is solely held by Party B as of the Execution Date.

第3条 购买标的

Section 3 Purchase of Target

Both Parties agree that Party A will acquire the Target mentioned in Section 2 from Party B in accordance with the terms and conditions agreed in this Agreement.

Both Parties agree that Pop Culture Group Co. Ltd will conduct the non-public issuance of CPOP Shares to Party B as the Acquisition Consideration of Party A’s purchase.

第4条 非公开发行目标股票

Section 4 Non-public issuance of CPOP Shares

目标股票数量＝标的收购对价/目标股票发行价格

标的收购对价应为110万美元，目标股票数量为100万普通股，每股票面价值为0.01美元。目标股票发行价格如本协议第4.2条所约定。实际发行股数待最终收购对价确定后按本条确定。本协议双方应根据适用法律法规规定承担相应税费，若甲方须依据有关法律法规代扣代缴乙方个人所得税，则甲方有权进行代扣代缴。

Both Parties agree that Pop Culture Group Co. Ltd will issue the CPOP Shares to Party B on a non-public basis to pay the Acquisition Consideration. The number of CPOP Shares to be issued will be determined according to the following formula:

Number of CPOP Shares = Acquisition Consideration / CPOP Shares Issuance Price

The Acquisition Consideration shall be US$110 million. The number of CPOP Shares to be issued by Pop Culture Group Co. Ltd to Party B shall be 1 million Class A ordinary shares of par value US$0.01 each in the capital of Pop Culture Group Co. Ltd. The CPOP Shares Issuance Price is as described in Section 4.2. The final number of CPOP Shares remains to be determined in accordance with this Section upon the final determination of Acquisition Consideration. Both Parties to this Agreement shall bear the corresponding taxes and fees in accordance with the Applicable Laws and regulations, and if Party A is required to withhold and pay Party B’s individual income tax in accordance with relevant laws and regulations, Party A shall have the right to withhold and pay it.

双方同意，如发生前述情形，双方将在前述事实发生后的合理时间内另行签订本协议的补充协议，以重新确定目标股票的发行价格，并依据适用法律的规定履行信息披露义务。

Both Parties agree that the CPOP Shares Issuance Price is US$1.1 per CPOP Share, which is determined on the basis of negotiation between the Parties. If Pop Culture Group Co. Ltd has dividends, share gifts, capital reserve conversion and other ex-rights and dividends before the implementation of this Transaction, the CPOP Shares Issuance Price will be adjusted accordingly in accordance with the relevant rules of the stock exchange.

Both Parties agree that in the event of the foregoing circumstances, the Parties will enter into a supplementary agreement to this Agreement within a reasonable time after the occurrence of the foregoing facts to re-determine the CPOP Shares Issuance Price and perform the information disclosure obligations in accordance with the provisions of Applicable Laws.

Party B promises to lock up the CPOP Shares for 6 months, counting from the Completion Date. During this lock-up period, Party B will not transfer the CPOP Shares in any way.

第5条 本次交易的实施与完成

Section 5 Implementation and Completion of the Transaction

The Parties agree to settle the Transaction on the Delivery Date. Party B shall, on the Delivery Date, change and register the Target to Party A or Party A’s designated subsidiary in accordance with the procedures prescribed by Applicable Laws of People’s Republic of China. Party A holds the Target on the Delivery Date and legally enjoys and assumes all the rights and obligations represented by the Target.

Both Parties shall use their best efforts to complete or facilitate the relevant procedures for the non-public offering and issuance of CPOP Shares to Party B as soon as possible after the Delivery Date, including but not limited to the issuance of the CPOP Shares by the Registrar, if required by the Nasdaq Listing Rules, a Listing of Additional Shares Notification Form to Nasdaq in connection with the Transaction contemplated hereby to be submitted by Pop Culture Group Co. Ltd, and the reporting and filing procedures to the SEC and its affiliated agencies. The Transaction shall be completed on the Completion Date when Pop Culture Group Co. Ltd completed the registration procedures for the CPOP Shares at the Registrar.

第6条 乙方的声明、保证和承诺

Section 6 Party B’s Representations, Warranties and Undertakings

乙方于本协议生效日、交割日和完成日均向甲方做出如下声明、保证和承诺：

Party B makes the following representations, warranties and commitments to Party A on the Execution Date, Delivery Date and Completion Date of this Agreement:

The Target Company is a legal entity established and legally existing in accordance with the law, and the subscribed capital contribution has been paid in full at the time of its establishment;

The Target Company has no other liabilities or matters that may give rise to legal liabilities of the Target Company. If after the Execution Date of this Agreement, the Target Company suffers any losses due to the undisclosed matters before the Execution Date of this Agreement, or causes losses to Party A or the Target Company due to the non-conformity of Party B’s statements, warranties and commitments, Party B shall compensate for all such losses.

The signatory of this Agreement on behalf of Party B is legally authorized by Party B and has the right to sign this Agreement. This Agreement shall be binding on Party B once both Parties sign it. After this Agreement comes into effect, it will constitute an enforceable document for Party B;

Party B does not need to obtain the consent of any other economic entity or individual other than as specified in this Agreement, and does not violate any binding agreement or approval held by Party B to sign, perform and complete this Transaction;

Party B’s signing, performance and completion of this Transaction will not violate or cause any third party to have the right to terminate or modify any material contract, license or other document signed with Party B, or violate any order, judgment or court order related to Party B and/or the Target Company, or the decree issued by the government or competent authority;

No person shall have the right (whether now or in the future) to require the issuance, conversion, distribution, sale or transfer of any shares or borrowed capital under any option or agreement (including conversion rights and pre-emptive rights) to obtain the right to distribute profits on and/or above the Target;

Signing and performing this Agreement is Party B’s true intention, and Party B has carefully reviewed the terms of this Agreement before signing this Agreement, and it will not require the revocation, termination, rescission, or change of all or part of the terms of this Agreement on the grounds that this Agreement is obviously unfair, there is a material misunderstanding, etc., and claim that all or part of the terms of this Agreement are invalid;

All documents, materials and information related to this Agreement provided by it to Party A and the intermediaries entrusted by Party A are true, accurate and valid, and there are no false records, misleading statements or material omissions;

Party B has the right to dispose of the Target completely, and there is no encumbrance of any form on the Target, and there is no third party right that has caused or will lead to the ownership of any rights in the Target or may lead to dilution of the Target (equity), and there is no material litigation or arbitration procedure in the Target, nor is there any potential material litigation or arbitration;

Party B will actively sign and prepare all necessary documents related to this Transaction, and work with Party A to go through the approval procedures for this transaction with the Competent Regulatory Authorities; and

Party B undertakes the obligation of not to carry out any act that violates the above representations, warranties and undertakings, or affects the validity of this Agreement or is contrary to the purpose of this Agreement;

There are no encumbrances on all the assets of the Target Company (including the immovable property in the name of the Target Company), nor are there any circumstances that affect the possession and use of Party A (including but not limited to the existence of a lease);

Party B will strictly comply with the requirements of relevant laws and regulations to fulfill the tax declaration obligations, if Party B false declaration, late declaration, non-declaration or other reasons, resulting in any additional taxes, fines or other legal liabilities arising from this Transaction, Party B shall bear and shall ensure that Party A does not suffer any losses and liabilities.

第7条 甲方的声明、保证和承诺

Section 7 Party A’s Representations, Warranties and Undertakings

甲方于本协议生效日、交割日和完成日均向乙方做出如下声明、保证和承诺：

On the Execution Date, Delivery Date and Completion Date of this Agreement, Party A makes the following representations, warranties and undertakings to Party B:

Party A has all necessary organizational powers and powers to sign this Agreement and perform its obligations hereunder. This Agreement shall be binding on Party A once both Parties sign it. After this Agreement comes into effect, it will constitute an enforceable document for Party A;

The signing, delivery and performance of this Agreement will not conflict with, or cause a breach of, or result in the termination, revocation or accelerated performance of any obligation (in each case a right exercised by a third party) as regulated in:

Party A’s Organizational Documents,

any contract or governmental approval signed by or binding on Party A, or any of its assets being the Target of it, or

any Applicable Laws.

甲方也无任何已签署的合同，可能对甲方履行本协议构成重大不利影响；

There is no contract executed by Party A which may have a material adverse effect on Party A’s performance of this Agreement;

Signing and performing this Agreement is Party A’s true intention, and Party A has carefully reviewed the terms of this Agreement before signing this Agreement, and will not request to revoke, terminate, rescind, or change all or part of the provisions of this Agreement on the grounds that this Agreement is obviously unfair or has a material misunderstanding, or claim that all or part of the provisions of this Agreement is invalid;

Party A will actively sign and prepare or facilitate the signature and preparation all necessary documents related to this Transaction, and go through the approval procedures for this Transaction with the relevant approval department together with Party B; and

Party A undertakes the obligation of not to carry out any act that violates the above representations and warranties, or affects the validity of this Agreement or is contrary to the purpose of this Agreement.

第8条 过渡期

Section 8 Transition Period

During the Transition Period, in order to achieve a smooth transition of business, if it is necessary for either Party to cooperate with the other Party in the course of business development (including but not limited to providing relevant materials, issuing explanations, jointly reporting to the Competent Regulatory Authorities, etc.), the other Party shall actively cooperate with such Parties.

During the Transition Period, if one Party intends to take any action that may affect the progress of the Transaction, it shall notify the other Party in writing in advance and obtain the written consent of the other Party. If one Party knows an event that may affect the progress of the Transaction, but it is indeed impossible to notify the other Party in advance, it shall notify the other arty within ten (10) Business Days after the occurrence of the event.

第9条 本协议的生效及终止

Section 9 Effectiveness and Termination of this Agreement

This Agreement shall be established on the date of duly signed by both Parties.

This Agreement shall come into force on the date on which all of the following conditions are fulfilled:

The Transaction is approved by the board of directors of Party A and Party B;

The relevant matters involved in this Transaction have obtained the necessary approvals, approvals and consents of other Competent Regulatory Authorities.

This Agreement may be terminated under one of the following circumstances:

with the unanimous written consent of both Parties;

Each Party shall have the right to terminate this Agreement by written notice if any permanent injunction, statute, rule, regulation or order of a government authority of competent jurisdiction restricting, prohibiting or annulling the completion of the Transaction is final and non-appealable;

If, due to a serious breach of this Agreement by either Party, the non-breaching party fails to obtain a remedy for such breach within thirty (30) days from the date on which the breaching party serves written notice requesting the breaching party to take immediate remedial measures for such breach, the breaching party shall have the right to unilaterally terminate this Agreement by written notice.

Legal consequences of termination of this Agreement

If this Agreement is terminated in accordance with Sections 9.3.1 and 9.3.2, neither Party shall be liable for any breach of contract;

If this Agreement is terminated in accordance with Section 9.3.3, the breaching Party shall be liable for breach of contract and compensate the other Party for all actual losses and expenses (including but not limited to litigation costs, attorney fees, travel expenses, preservation fees, preservation insurance premiums, etc.) caused thereby.

第10条 违约责任

Section 10 Liability for breach of contract

If a Party to this Agreement breaches its representations, warranties, undertakings or makes false statements and fails to perform any of its responsibilities and obligations under this Agreement, it shall constitute a breach of contract, and the breaching Party shall continue to perform its obligations, take remedial measures, or give it full, timely, adequate and effective compensation at the request of the other Party.

Neither Party shall be held liable for any breach of contract if the Agreement cannot come into force or the Transaction cannot be delivered or completed is not due to the fault of either Party.

第11条 本协议的转让、变更、修改、补充

Section 11 Assignment, Modification, Modification and Supplementation of this Agreement

Despite otherwise agreed in this Agreement, neither Party may assign this Agreement or any of its rights and obligations under this Agreement without the prior written consent of the other Party.

This Agreement may be changed, modified and supplemented according to the adjustment and changes of the Transaction.

Any changes, modifications and supplements to this Agreement shall be made in writing by mutual agreement between the Parties, but the altered or modified agreements or supplemental agreements shall be subject to the consent of the respective internal authorities and the necessary consents of the Competent Regulatory Authorities (if necessary).

第12条 完整协议

Section 12 Entire Agreement

本协议系双方之间截至本协议签署之日关于本次交易相关事宜的完整的协议，任何在本协议成立之前双方达成的有关建议、陈述、保证、协议或承诺如与本协议存在矛盾，则双方均应以本协议约定为准。 

This Agreement is the entire agreement between the Parties on matters related to this Transaction as of the date of signing this Agreement, and any relevant suggestions, representations, warranties, agreements or commitments reached by the Parties before the conclusion of this Agreement shall be subject to the provisions of this Agreement in the event of any contradiction between the two Parties and this Agreement.

第13条 可分割性

Section 13 Severability

如果本协议中任何规定被判定为不合法、无效、或不具有可强制执行性，则双方同意该项规定应当在可行的最大限度内予以强制执行，以实现双方的意图，且本协议所有其他规定的有效性、合法性和可强制执行力均不受到任何损害。如为实现双方原有意图之必须，双方将以诚信协商修订本协议，以尽可能贴近前述原有意图且能够强制执行的文字来取代不可强制执行的文字。 

If any provision of this Agreement is held to be unlawful, void, or unenforceable, the Parties agree that such provision shall be enforced to the fullest extent practicable to effect the intent of the Parties, and the validity, legality, and enforceability of all other provisions of this Agreement shall not be impaired in any way. If it is necessary to achieve the original intent of the Parties, the Parties will negotiate in good faith to amend this Agreement and replace the unenforceable language with the unenforceable language that is as close as possible to the aforesaid original intent and enforceable.

第14条 不可抗力

Section 14 Force Majeure

Force majeure refers to unforeseeable, unavoidable and insurmountable objective events of both Parties or either Party, including but not limited to war, earthquake, flood, fire, war, strike, etc. (“Force Majeure Event”). If a Party is unable to perform any of its obligations due to a Force Majeure Event, the time for performance of its obligations under this Agreement that is unable to be performed as a result of the Force Majeure Event shall be extended for an extended period equal to the delay caused by the Force Majeure Event. The Party claiming to have encountered Force Majeure Event and is unable to perform its obligations shall take appropriate measures to reduce or eliminate the effects of the Force Majeure Event and shall endeavor to resume performance of its obligations affected by the Force Majeure Event in the shortest possible time. In the event of a Force Majeure Event, neither Party shall be liable for any damages, increased expenses or losses suffered by the other Party as a result of the inability or delay in performance of its obligations due to the Force Majeure Event.

The Party affected by the Force Majeure Event shall notify the other Party and provide the evidence available to it within 5 Business Days after the occurrence of the Force Majeure Event. If the performance of this Agreement cannot be performed for 10 days due to a Force Majeure Event, either Party to this Agreement shall have the right to terminate this Agreement by written notice.

During the occurrence of a Force Majeure Event, the Parties shall continue to perform this Agreement in all respects, except for those aspects that cannot be performed due to the Force Majeure Event.

第15条 法律适用及争议解决

Section 15 Governing Law and Dispute Resolution

The formulation and interpretation of this Agreement and the resolution of disputes arising in the course of its implementation or in connection with this Agreement shall be governed by the laws currently in force in the People’s Republic of China.

Any dispute arising out of or in connection with this Agreement shall be settled by the Parties through negotiation or mediation by the relevant authorities. If the negotiation or mediation fails, the lawsuit may be filed with the people’s court with jurisdiction in the place where this Agreement is signed in accordance with the law.

第16条 通知

Section 16 Notifications

This Agreement provides that all notices or written communications given by either Party to the other Party shall be delivered by facsimile, E-mail or courier service and promptly transmitted or sent to the other Party, and shall be served and notified to the other Party by facsimile or electronic mail and telephone notice.

Unless otherwise proved to have been delivered on an earlier date, unless otherwise proved to have been delivered on an earlier date, 5 Business Days after the letter is delivered to the courier service company, the date of delivery shall be deemed to be 5 Business Days after the letter is delivered to the courier service company; If sent by E-mail or fax, the date of delivery shall be 3 Business Days after the E-mail or fax has been sent.

第17条  保密  

Section 17 Confidentiality

Unless otherwise specified in this Agreement, both Parties shall use their best efforts to keep confidential all forms of business information, materials or documents related to the other Party obtained by them as a result of the performance of this Agreement, including any content of this Agreement and other cooperation matters that the two Parties may have. Either Party shall restrict its employees, agents, etc. from having access to such information only as necessary to perform its obligations under this Agreement.

The limitations in Section 17.1 shall not apply to:

material and information that is generally available to the public at the time the information is available to the recipient;

the receiving party can demonstrate that it was in possession of the information before it was obtained and that it did not obtain it directly or indirectly from the other party;

Either Party is obliged to provide the above confidential information to the relevant government departments or relevant stock exchanges in accordance with the requirements of laws, regulations or normative documents, or to the intermediaries hired by either Party for its normal business needs;

Relevant information provided by either Party to its banks and/or other institutions providing financing in the ordinary course of business.

The Parties shall procure that their respective directors, officers and other employees, as well as the directors, officers and other employees of their affiliates and the intermediaries engaged by them, comply with the confidentiality obligations set out in this Section.

This Agreement shall survive any termination for any reason. 

第18条 其他

Section 18 Miscellaneous

Waiver. If either Party waives any breach of any liability or obligation of the other Party under this Agreement, it shall be in writing and signed by the Party waiving it, and such waiver shall not be deemed a waiver of the other Party’s other future breach under this Agreement.

This Agreement shall be executed in duplicate, one copy by each of the Parties. Each copy shall have the same legal effect.

This Agreement is made in both Chinese and English; in case of any conflicts between these two versions, the Chinese version shall prevail.

（以下无正文）

(No text below)

签署时间：2024年5月29日

Date of signing: 2024/5/29

签署地点：厦门市思明区

Place of signing: Siming District, Xiamen City

甲方：

授权代表签字：/s/ Huang Zhuoqin

Party A:

Signature of the Authorized Representative:______________

乙方

签字：/s/ Zheng Shaorong

Party B:

Signature:

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