Green Supply Chain Consulting Service Agreement This Agreement is entered into on September 16, 2024, by and between: Party A1: Deep Green Group (Korea) Contact Number: 15652275371 Address: 202,14-1, Donggyo-ro 29-gil, Mapo-gu, Seoul, Republic of...
Exhibit 10.1
Green Supply Chain Consulting Service Agreement
This Agreement is entered into on September 16, 2024, by and between:
Party A1: Deep Green Group (Korea)
Contact Number: ▇▇▇▇▇▇▇▇▇▇▇
Address: ▇▇▇,▇▇-▇, ▇▇▇▇▇▇▇-▇▇ ▇▇-▇▇▇, ▇▇▇▇-▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Party A2: Beijing Qixing Jizhao Jia Technology Co., Ltd. (to be renamed Beijing Deep Green Intelligent Technology Co., Ltd.)
Address: ▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇▇, ▇▇. ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
Party B: Tianjin Linmu Trading Co., Ltd.
Legal Representative: ▇▇▇ ▇▇▇▇▇▇
Contact Number: ▇▇▇▇▇▇▇▇▇▇▇
In accordance with the Civil Code of the People's Republic of China and other relevant laws and regulations, Party A and Party B, adhering to the principles of legality, fairness, voluntariness, mutual consent, and good faith, enter into this Agreement and shall abide by the following terms:
1. Service Items
Party A commissions Party B to provide Party A1 and Party A2 with liaison, referral, and market analysis services related to the purchase and sale of bulk commodities including but not limited to nickel, copper, lithium, cobalt, zinc, rebar, agricultural products, chips, GPUs, etc. Party B shall assist Party A in communication and liaison with relevant suppliers and purchasers to facilitate Party A's bulk commodity transactions.
2. Service Scope
2.1 Party B shall, based on Party A’s trade requirements, recommend and liaise with suppliers and purchasers of bulk commodities;
2.2 Party B shall provide matchmaking services for green supply chain transactions to facilitate Party A in entering into purchase and sale contracts;
2.3 Party B shall assist Party A in providing green energy logistics, supply chain, and financial services;
2.4 Party A shall provide Physical Internet underlying technology and application services. Physical Internet (PI) refers to connecting various physical objects, devices, sensors, etc., via internet technology, forming an intelligent system through standardized containers, interconnected nodes, and open protocol stacks. Services include multimodal transportation scheduling, logistics trunk optimization, last-mile delivery optimization, fleet scheduling, delivery aggregation, warehouse optimization, etc.
3. Service Method
3.1 Party B shall independently establish a team to provide consulting and intermediary services for Party A, with personnel costs borne by Party B;
3.2 Party A designated contact: [blank] Phone: [blank];
Party B designated contact: ▇▇▇▇▇ ▇▇▇▇ Phone: ▇▇▇▇▇▇▇▇▇▇▇;
3.3 At the beginning of each month, Party A shall inform Party B of the month’s purchase and sales plan, and Party B shall liaise and recommend suppliers and purchasers accordingly;
3.4 All taxes and fees arising from the trade process, including VAT, stamp tax, transfer fees, etc., shall be borne by Party A.
4. Service Period
Party B shall provide services from October 1, 2024, to December 31, 2028. The service term may be renewed by mutual agreement.
5. Service Fees
5.1 No service fee is payable if no transaction is successfully facilitated. For successful transactions, the service fee is calculated at 0.065% of the transaction amount (excluding tax), with taxes borne by Party A;
5.2 Monthly reconciliation will be conducted, and Party A shall pay the service fee by the 3rd of the following month. Party B shall issue an invoice upon receipt;
5.3 Delayed payments shall incur a daily penalty of 0.05% on unpaid amounts, and Party B may suspend services.
6. Rights and Obligations of Party A
6.1 Party A shall provide necessary qualifications, licenses, and other documents;
6.2 Party A shall fully perform any purchase and sale contracts and shall bear related rights and obligations independently;
6.3 Upon successful matchmaking, Party A2 shall pay intermediary fees as per this Agreement;
6.4 Party A may designate or replace Party B personnel as needed;
6.5 Party A shall pay taxes as required by law.
7. Rights and Obligations of Party B
7.1 Party B shall comply with relevant laws and provide services to facilitate transactions;
7.2 Party B shall ensure the authenticity, completeness, and legality of its deliverables;
7.3 Party B shall safeguard all information obtained and maintain confidentiality, except as required by law;
7.4 Party B shall promptly communicate with Party A regarding feedback and adjust services accordingly. Emergencies shall be reported immediately;
7.5 Party A shall bear all profits and losses from its trades. Party B shall bear no responsibility for trading outcomes.
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8. Confidentiality
8.1 Without written consent, neither party shall disclose the Agreement’s content except as required by law or necessary for execution;
8.2 Both parties shall keep all terms of this Agreement confidential. Breach results in full compensation for losses, with liquidated damages of RMB 500,000 if losses cannot be calculated.
9. Notices and Delivery
9.1 Notices shall be in writing and delivered to the following addresses unless otherwise notified:
Party A: Address as above. Contact: ▇▇ ▇▇▇▇▇▇▇ Tel: 15652275371 Email: ▇▇▇▇▇▇▇.▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
Party B: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇: ▇▇▇▇▇▇, Contact: ▇▇▇▇▇ ▇▇▇▇, Tel: ▇▇▇▇▇▇▇▇▇▇▇
10. Contract Changes and Termination
10.1 Any changes or termination require mutual written agreement;
10.2 Upon termination, parties shall return documents and materials.
11. Liability for Breach
11.1 Liability in accordance with PRC Civil Code;
11.2 No fee entitlement for non-performance by Party B;
11.3 Late payment penalty of 0.05% per day.
12. Miscellaneous
12.1 Disputes to be resolved through negotiation or in the court at Party B’s location;
12.2 Matters not covered shall be resolved through negotiation and written supplements;
12.3 PRC Civil Code applies where unspecified.
| Signed: | |
| Party A1: Deep Green Group (Korea) | Party B: Tianjin Linmu Trading Co., Ltd. |
| Date: | Date: |
| Party A2: Beijing Qixing Jizhao Jia Technology Co., Ltd. | |
| Date: |
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Side Letter
补充协议
This Side Letter is executed on June 11, 2025, by and between Deep Green Group (hereinafter referred to as “Party A”) and Tianjin Linmu Trading Co., Ltd. (hereinafter referred to as “Party B”), as an addendum to the main agreement executed in September 2024, for the purpose of clarifying and expanding upon certain terms of the main agreement. The specific provisions are as follows:
本补充协议于 2025 年 6 ⽉ 11 ⽇签署，由 Deep Green Group（以下简称“甲 ⽅”）与天津市林沐商贸有限公司（以下简称“⼄⽅”）共同订⽴，作为 2024 年 9 ⽉签署之主协议的补充⽂件，旨在对主协议的相关条款进⾏进⼀步说明和扩展，具体内容如下：
Party A: Deep Green Group (Korea)
Phone Number: ▇▇▇▇▇▇▇▇▇▇▇
Address: ▇▇▇, ▇▇-▇, ▇▇▇▇▇▇▇-▇▇ ▇▇-▇▇▇, ▇▇▇▇-▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
甲⽅：Deep Green Group (Korea)
联系电话：▇▇▇▇▇▇▇▇▇▇▇
地址：▇▇▇,▇▇-▇,▇▇▇▇▇▇▇-▇▇ ▇▇-▇▇▇.▇▇▇▇-▇▇,▇▇▇▇▇,▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Party B: Tianjin Linmu Trading Co., Ltd.
Legal Representative: ▇▇ ▇▇▇▇▇▇▇▇▇
Phone Number:▇▇▇▇▇▇▇▇▇▇▇
⼄⽅: 天津市林沐商贸有限公司
法定代表⼈:▇▇▇
联系电话:▇▇▇▇▇▇▇▇▇▇▇
| 1. | In this Side Letter, unless otherwise expressly defined herein or the context otherwise expressly requires, capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. |
在本补充协议中，除⾮另有明确规定或上下⽂另有明确要求，本协议中未定义的属于适⽤原协议中的相关定义。
| 2. | Cooperative Objective 合作⽬的 |
The Parties aim to carry out commodity trading and green logistics services in Asian regions (including but not limited to China, Japan, South Korea, and Southeast Asia), giving full play to the resource and technical advantages of both sides to achieve mutual benefit and win-win results.
双⽅旨在亚洲地区（包括但不限于中国、⽇韩及东南亚市场）开展⼤宗商品交易及绿⾊物流服务，充分发挥双⽅资源与技术优势，实现互利共赢。
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| 3. | Transaction Entities and Execution Arrangements 交易主体及执⾏安排 |
| (1) | Transactions shall be conducted between Party A (and its designated overseas entities) and Party B (in their individual capacity or through controlled overseas entities in Hong Kong, Singapore, etc.), with the legal application scope limited to areas outside China. |
交易由甲⽅及甲⽅指定的海外实体，与⼄⽅以个⼈⾝份或其控制的⾹港、新加坡等海外实体进⾏，交易法律适⽤范围为中国境外。
| (2) | Transactions may be executed through Chinese domestic companies designated by both Parties. Both Parties reserve the right to replace the executing company at any time, and transaction benefits shall be jointly determined and disposed of by both Parties. |
交易的执⾏可以通过双⽅指定的中国境内公司完成。甲⼄双⽅均有权随时更换执⾏公司，交易利益由双⽅共同决定⽀配。
| 4. | Supply Chain Finance Responsibilities 供应链⾦融职责 |
All matters related to supply chain finance under this Side Letter shall be implemented and managed by Party B. Given that the Client is situated in Mainland China, the Parties hereby mutually agree that all relevant transactions shall be denominated and paid in Renminbi (RMB).
本补充协议项下所有交易的供应链⾦融相关事宜，均由⼄⽅负责落实与管理。 鉴于客户在中国⼤陆，所以双⽅同意相关交易应使⽤⼈⺠币⽀付。
| 5. | Introduction of AI Technical SystemAI 技术体系引⼊ |
Both Parties agree to introduce a holographic dynamic-sensing AI logistics and digital asset management technical system, leveraging intelligent and digital means to enhance the operational efficiency, management level, and resource allocation capability of commodity trading and green logistics services, with such projects commencing on July 1, 2025.
双⽅同意引⼊全息动态感知的 AI 物流和数字资产管理技术体系，通过智能化、数字化⼿段提升⼤宗商品交易与绿⾊物流服务的运营效率、管理⽔平及 资源调配能⼒，该项⽬将于 2025 年 7 ⽉ 1 ⽇开始实施。
| 6. | Asset Tokenization and Revenue Distribution 资产通证化与收益分配 |
| (1) | Both Parties agree that, starting July 1, 2025, Party A shall exclusively conduct tokenization and financial productization of assets related to green logistics and commodity trade based on Real-World Assets (RWA) and Real Data Assets (RDA). |
双⽅同意由 2025 年 7 ⽉ 1 ⽇开始，甲⽅独家对绿⾊物流及⼤宗商品贸易相关资产进⾏基于现实世界资产（RWA）和现实数据资产（RDA）的通证化及⾦融产品化操作。
| (2) | Among the net profits generated from the above operations, Party A shall enjoy 95%, and Party B shall enjoy 5%. |
上述操作产⽣的纯收益中，甲⽅享有 95%，⼄⽅享有 5%。
| 7. | This Side Letter constitutes an integral part of the Original Agreement and supplements the terms thereof. Matters not covered herein shall be governed by the provisions of the Original Agreement. In the event of any inconsistency between the provisions of this Side Letter and those of the Original Agreement, the provisions of this Side Letter shall prevail. |
本补充协议作为原协议的补充协议，是原协议的⼀部分。本补充协议未尽的事宜，应以原协议为准。若本补充协议的规定与原协议不⼀致的，以本补充协议为准。
| 8. | This Side Letter is executed in two (2) original counterparts, with each Party retaining one counterpart. It shall become effective upon affixation of the Parties' seals and signature by their authorized signatories. Each counterpart shall be deemed equally authentic. |
本协议⼀式⼆(2)份，各⽅各持⼀份，经各⽅盖章、授权代表签署后⽣效，每份具有同等效⼒。
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| 9. | This Side Letter is signed in both English and Chinese. In the event of any conflict or other inconsistency between both languages, the English version shall prevail. |
本补充协议以中英⽂签署，如两种语⾔之间存在冲突或其他不⼀致，以英⽂ 版本为准。
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（以下⽆正⽂）
Party A: Deep Green Group (Korea)
甲⽅：Deep Green Group (Korea)
Party B: Tianjin Linmu Trading Co., Ltd.
⼄⽅: 天津市林沐商贸有限公司
By: 
Name: ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇
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