EX-10.1 2 ea157936ex10-1_sharing.htm STRATEGIC FRAMEWORK AGREEMENT DATED APRIL 1, 2022 BY AND BETWEEN 3D DISCOVERY CO. LTD AND SUZHOU SU XIN RUI SHI TECHNOLOGY CO. LTD
Strategic framework agreement
本战略合作框架协议由以下各方于 2022年4 月1 日签署。
This Agreement (the “Agreement”) is dated the 1st day of April 2022 and made Between
甲方：3D Discovery Co., Ltd
授权代表：Lam Ka Man
注册地址：Flat/Rm 1202B, 12F, Far East Consortium Building, 113-125A, Des Voeux Road, Central, Hong Kong
|(1)||3D Discovery Co., Ltd, a company incorporated in the Hong Kong, with the registration number of ###-###-#### , whose registered office is situate at Flat/Rm 1202B, 12F, Far East Consortium Building, 113-125A, Des Voeux Road, Central, Hong Kong (the “Party A”); and |
|(2)||Suzhou Su Xin Rui Shi Technology Co., Ltd. (苏州苏芯瑞视科技有限公司), a company incorporated in People’s Republic of China whose registered address is is situate at Room 101, Building 6, No.2888 Wuzhong Avenue, Yuexi Street, Wuzhong District Economic Development Zone, Suzhou (the “Party B”).|
（collectively the “Parties”, individually a “Party”)
|1.||3D Discovery Co., Ltd.作為SHARING ECONOMY INTERNATIONAL INC.(“集团”)的间接持股的全资子公司，一家成立于1987年，在美国场外交易市场(Over-the-Counter)交易的公司，代码为”SEII”。自二零一七年第二季度起，集团基于全球市场瞄准科技和全球共享经济市场，通过开发在线平台和租赁业务合作等，助推全球共享经济的发展。集团目前围绕科技和全球共享经济市场，在亚洲、欧美的重点市场已拥有多个技术及服务平台，其中包括主要从事影视制作业务的Sharing Film 平台；通过使用 3D 技术为房地产、酒店和室内设计行业为客户提供新的视角，为每个图像创作提供更高的准确性、效率和真实性的3D Discovery平台等。|
3D Discovery Co., Ltd. is the wholly-owned subsidiary of SHARING ECONOMY INTERNATIONAL INC. (the “Group”), a company established in 1987, trading on the Over-the-Counter market in the United States with the code “SEII”. Since the second quarter of 2017, the Group has been aiming at technology and the global sharing economy markets based on the global market, and has promoted the development of the global sharing economy by developing online platforms and leasing business cooperation. At present, the Group has a number of technology and service platforms in key markets of Asia, Europe and America around the technology and global sharing economy market, including the Sharing Film platform, which is mainly engaged in film and television production; 3D Discovery platform, to provide customers with a new perspective for real estate, hotel and interior design industries using 3D technology, which could provide higher accuracy, efficiency and authenticity for every image creation, etc.
|2.||乙方苏芯瑞视科技有限公司为一家全球领先的裸眼3D显示技术研发公司，致力于国际顶尖三维光场实时渲染引擎技术研发与产业化。团队拥有三大创新性核心技术：基于逆光匹配技术的光场重建算法、基于人眼生物立体视觉的可编程实时3D Light Field渲染引擎、及立体像源与虚拟场景融合算法。成为业界首次实现光场实时渲染的公司，也是中国国内目前唯一可提供定制化裸眼三维解决方案的团队，成功实现普通2D片源向3D光场片源实时转化输出，解决产业内容稀缺现状。|
Party B is a leading global naked-eye 3D display technology research and development company, dedicated to the development and industrialisation of international top 3D light field real-time rendering engine technology. The team has three core innovative technologies: a light field reconstruction algorithm based on backlight matching technology, a programmable real-time 3D Light Field rendering engine based on human eye bio-stereoscopic vision, and a fusion algorithm between stereoscopic image source and virtual scene. It is the first company in the industry to achieve real-time light field rendering, and the only team in China that can provide customised naked eye 3D solutions, successfully transforming ordinary 2D sources to 3D light field sources in real time and solving the current situation of scarce industrial content.
Both Parties believe that Metaverse, as the gateway of the next generation Internet, which has attracted much attention, will undoubtedly bring great opportunities and revolutionary effects to the fields of science and technology, Internet and even the whole economic system. Party A recognizes Party B’s global leading advantages in naked-eye 3D display technologies such as light field reconstruction technology based on backlight matching technology, real-time 3D source rendering technology and stereoscopic image source and virtual scene fusion technology, as well as its technological advancement and customer service stickiness in naked-eye 3D equipment development; Party B recognizes the market resources accumulated by Party A in Hong Kong, Macao, Southeast Asia and Europe, the layout and industrialization ability of upstream and downstream industries such as downstream application of 3D technology and content film and television production; The both Parties have good complementary advantages in resources, and plan to jointly deepen the international naked-eye 3D ecosystem and industrial chain, complete the layout of the “Metaverse” ecosystem, and jointly build the world’s leading naked-eye 3D technology platform, and the development and optimization platform of the “Metaverse” scene experience technology. Both parties agree as follows:
Article 1: Matters of cooperation
Both Parties intend to jointly establish a joint venture company (“joint venture company”) in Hong Kong. Party A intends to hold 60% of the equity of the joint venture company, and Party B intends to hold 40% of the equity of the joint venture company. Party A will be the controlling party of the joint venture company, responsible for business promotion and local resource development; Party B is mainly responsible for technology research and development, application and customer service of the joint venture company.
Both Parties plan to jointly promote the application and service of naked-eye 3D 8K/16K resolution real-time rendering, screenless suspended 3D display and other technologies around key areas such as Southeast Asia and Europe represented by Hong Kong and Singapore; and expand the sales of hardware such as 3D rendering engine and ultra-high-definition 3D display terminal equipment, and provide high-definition digital modeling and 3D technology and hardware facilities upgrade services for key customers such as panel manufacturers, display equipment manufacturers, advertising manufacturers, education and entertainment in abovementioned region, forming a leading market share.
Based on the global market, the Joint Venture Company will integrate the advantageous resources of both parties and jointly deepen the technological leadership of the Joint Venture Company in the field of naked eye 3D and metaverse, continue to expand the core technology layout of the Joint Venture Company, broaden the application scenarios of the core technology, provide leading high-resolution, low visual fatigue content rendering technology for industrial content production companies and hardware companies around the upstream and downstream of the Metaverse industry chain, provide integrated solutions for cultural tourism, shopping malls and enterprises, and provide convenient naked eye 3D scene immersion experience for home scenes. We will provide integrated solutions to the demand side of naked eye 3D solutions such as cultural tourism, shopping malls and enterprises, and provide convenient naked eye 3D scene immersion experience for home scenes; comprehensively explore the international market, build a deep layout of the vertical metaverse industry chain, efficiently expand the business scale and obtain good profitability
Article 2: Exclusivity clause and due diligence
The parties shall have the right to conduct due diligence on the fundamental aspects of each party within 45 days after the signing of this Agreement. Each party shall use its best endeavours to provide all necessary assistance to the other party and its professional advisers, and cooperate with the other party and its professional advisers in reasonable enquiries or requests relating to the Company, including but not limited to answering relevant questions and providing relevant information, so that the due diligence can be completed as soon as possible.
Both parties hereby agree that during the due diligence period, the cooperation under this Agreement shall be exclusive, and neither party shall engage in any form of contact with other strategic cooperation investors on similar or similar matters related to this Agreement (including but not limited to: negotiation, signing of memoranda, letters of intent, agreements with or without legal effect). This exclusive clause does not apply to financial investors, that is, either party can find financial investors for the cooperation mentioned in this Agreement. For the avoidance of doubt, the exclusive period is due diligence period, that is,  days from the date of signing this Agreement.
Article 3: Sign a formal agreement.
Upon completion of due diligence, both parties will sign a formal “Joint Venture Cooperation Agreement” with all parties and appropriate related parties (if applicable) on the equity structure, investment time, payment method and details of the joint venture. All parties will confirm the transaction structure subject to the final conclusion of the Due Diligence Report, and the cooperation process and agreement arrangement shall be subject to the formal joint venture cooperation agreement and relevant legal documents.
Article 4: Termination
This Agreement will be terminated at the earlier of the following: (i) the [45th] day from the date of signing this Agreement or other relevant dates as may be agreed by the parties to this Agreement; Or (ii) the execution of a formal joint venture cooperation agreement.
Article 5: Confidentiality
Unless such information is required to be disclosed by applicable laws, regulations or relevant stock exchange rules, each party shall be obligated to keep the terms of this cooperation confidential and not disclose it to other unrelated third parties. Each party promises to keep confidential the confidential information obtained during the cooperation period, and will not disclose it to other unrelated third parties except any announcements made in OTC market. “Confidential information” under this Agreement refers to the commercial, financial, technical or other materials (whether electronic records, written or other forms) directly or indirectly related to this Agreement or both parties.
|2.||保密信息不包括满足下列任一条件的信息：(i) 被提供时已经或其后非出于接收方的不当行为而为公众所知的；(ii) 接收方在披露前已经知晓的；(iii) 接收方以正当地从第三方获得而不承担任何保密义务的；或(iv) 接收方不使用或参考披露方的保密信息而独立开发的。|
Confidential information does not include the information that (i) it has become known to the public at the time of being provided or since then through no improper behavior of the receiving party; (ii) The recipient has known it before the disclosure; (iii) The receiving party properly obtains it from a third party without any confidentiality obligation; or (iv) independently developed by the receiving party without using or referring to the confidential information of the disclosing party
Article 6: Others
This Agreement is not used as a warranty, but only for the expression of intention. The contents of this Agreement except Articles 2, 5 and 6 are not legally binding on both parties. After the formal joint venture cooperation agreement is signed, this Agreement will automatically be replace by the formal joint venture cooperation agreement upon its execution.
Each party shall bear its own expenses arising from signing and reviewing this Agreement and due diligence related to this Agreement.
This Agreement shall come into force as of the date of signature or seal by both parties. this Agreement may be executed in one or more copies, and each copy shall be regarded as the original document, but all copies together constitute a unique and consistent instrument.
This Agreement shall be governed by and construed in accordance with laws of Hong Kong. Any dispute, controversy, difference or claim arising out of or relating to this contract, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non- contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be three. The arbitration proceedings shall be conducted in Mandarin. The decision of the Arbitrator on all issues or matters submitted to the Arbitrator for resolution shall be conclusive, final and binding on all of the parties.
In case of any inconsistency or conflict between the English version (if any) of this Agreement and the Chinese version, the Chinese version shall prevail.
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AS WITNESS the hands of the duly authorised representatives of the Parties as of the date first before written.
|Party A甲方： || || |
|For and on behalf of代表 ||) || |
|3D Discovery Co., Ltd (seal) ||) || |
|and SIGNED by授权代表签署 ||) || |
|in the presence of: ||) || |
| || || |
|Party B乙方: ||) || |
|For and on behalf of 代表 ||) || |
|Suzhou Su Xin Rui Shi Technology Co., Ltd. ||) || |
|(苏州苏芯瑞视科技有限公司) (Seal) ||) || |
|and SIGNED by授权代表签署 ||) || |
|in the presence of: ||) || |
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