Strategic Framework Agreement dated April 1, 2022 by and between 3D Discovery Co. Ltd And Suzhou Su Xin Rui Shi Technology Co. Ltd

Exhibit 10.1

战略合作框架协议

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

乙方：苏州苏芯瑞视科技有限公司

授权代表：

注册地址：苏州市吴中区经济开发区越溪街道吴中大道2888号6幢101室

（collectively the “Parties”, individually a “Party”)

鉴于：

Whereas:

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.

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:

第一条：合作事项

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

第二条：排他性条款及尽职调查

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, [45] days from the date of signing this Agreement.

第三条：签署正式协议

Article 3: Sign a formal agreement.

双方在完成尽职调查后，就合资股权结构、出资时间、支付方式及各细节与各方及适格关联主体（如适用）签署正式”合资合作协议”，各方将根据最终尽调结论确认交易结构，涉及合作进程及协议安排应以正式合资合作协议及相关法律文件为准。

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.

第四条:終止

Article 4: Termination

本协议将于以下各项较早发生时终止：(i) 本协议签订之日起第【45】日或本协议之各方可能协议之有关其他日期；或(ii)签订正式合资合作协议。

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.

第五条：保密

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.

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

第六条: 其他

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.

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