6-K - WNW - Equibles

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

Form6-K

REPORTOF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDERTHE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2024

Commission File Number: 001-39803

MeiwuTechnology Company Limited

(Translation of registrant’s name into English)

1602, Building C, Shenye Century Industry

No. 743 Zhoushi Road, Bao’an District

Shenzhen, People’s Republic of China

Telephone: +86-755-85250400

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Developmentof the Functional Skincare Business

On September 3, 2024, Shenzhen Vande Technology Co., Limited (“Vande”) a limited company organized under the laws of Hong Kong and a wholly owned subsidiary of Meiwu Technology Company Limited, a British Virgin Islands company (the “Company”), incorporated a limited liability company under the laws of People’s Republic of China with the name of Xiamen Chunshang Health Technology Co., Ltd. (the “Chunshang Xiamen”). As previously disclosed, the Company was planning to implement a strategic transition in its business to expand into the sales of functional skincare products. In addition to the preliminary steps it took to acquire certain trademarks for certain skincare products and enter into letters of intent with distributors, the Company, through Chunshang Xiamen, has entered into sales agreement with a client in the last quarter of 2024 to sell certain functional skincare products manufactured by the third-party manufacturer engaged by Chunshang Xiamen for RMB 250,000.

Entryinto Material Agreements

On December 10, 2024, Guogangtong Trading (Shenzhen) Co., Ltd. (“WFOE”), the wholly owned subsidiary of Vande entered into an agreement (the “Termination Agreement”) with Meiwu Zhishi Technology (Shenzhen) Co., Ltd. (“MeiwuZhishi” or “VIE”), VIE’s shareholders to terminate of a series of contractual arrangements (“VIEAgreements”) by and among the VIE, the WFOE, and shareholders of the VIE.

A copy of the English translation of the Termination Agreement is attached hereto as Exhibit 10.1. The foregoing description of the Termination Agreement is a summary of the material terms of such agreement, and does not purport to be complete and is qualified in its entirety by reference to the Termination Agreement.

On December 24, 2024, the Company, Magnum International Holdings Limited, a British Virgin Islands company with limited liabilities and a wholly owned subsidiary of the Company (“Magnum”) and an individual that is not affiliated with the Company or any of its directors or officers (the “Purchaser”) entered into a certain share transfer agreement (“MagnumDisposition Agreement”). Pursuant to the Magnum Disposition Agreement, the Purchaser agreed to purchase all the equity interests of Magnum for $10. On 2024, the transaction contemplated therein (the “Magnum Disposition”) was closed, and the Purchaser became the sole shareholder of Magnum and as a result, assume all assets and liabilities of Magnum and subsidiaries owned or controlled by Magnum.

A copy of the Magnum Disposition Agreement is attached hereto as Exhibit 10.2. The foregoing description of the Magnum Disposition Agreement is a summary of the material terms of such agreement, and does not purport to be complete and is qualified in its entirety by reference to the Magnum Disposition Agreement.

On December 24, 2024, the Company, Xinfuxin International Holdings Limited, a British Virgin Islands company with limited liabilities and a wholly owned subsidiary of the Company (“Xinfuxin”) and the same Purchaser entered into a certain share transfer agreement (“Xinfuxin Disposition Agreement”, collectively with the Termination Agreement and Magnum Disposition Agreement, the “Agreements”). Pursuant to the Xinfuxin Disposition Agreement, the Purchaser agreed to purchase all the equity interests of Xinfuxin for $10. On December 31, 2024, the transaction contemplated therein (the “Xinfuxin Disposition”) was closed, and the Purchaser became the sole shareholder of Xinfuxin and as a result, assume all assets and liabilities of Xinfuxin and subsidiaries owned or controlled by Xinfuxin.

A copy of the Xinfuxin Disposition Agreement is attached hereto as Exhibit 10.3. The foregoing description of the Xinfuxin Disposition Agreement is a summary of the material terms of such agreement, and does not purport to be complete and is qualified in its entirety by reference to the Xinfuxin Disposition Agreement.

Below is a diagram that illustrates the Company’s corporate structure immediately prior to closing of the transactions contemplated by the Agreements:

(1) The 49% equity interests of Wude Shanghai are owned by Shenzhen Heme Enterprise Consulting Partnership (Limited Partnership), a limited partnership organized under the laws of the PRC

(2) The 49% equity interests of Heme Brand are owned by Yafang Liu (25%) and Guoming Huang (24%)

(3) The 30% equity interests of Jiayuan Liquor are owned by Kun Xu (21%) and Xi ‘an Senli Huinong Agricultural Technology Co. Ltd. (9%)

(4) The 40% equity interests of Heme Yulin are owned by Taotao Shu

Below is a diagram that illustrates the Company’s corporate structure immediately after the closing of the transactions contemplated by the Agreements:

Forward-LookingStatements:

Certain statements in this Current Report on Form 6-K contain forward-looking statements regarding, among other things, the Company’s plans, strategies and prospects, both business and financial. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate” or “continue” or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict and many of which are beyond the control of the Company. Actual results may differ from those projected in the forward-looking statements due to risks and uncertainties, as well as other risk factors that are described more fully in Company’s filings with the SEC. Although the Company believes that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the results contemplated in forward-looking statements will be realized. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that their objectives or plans will be achieved. the Company does not undertake any obligation to revise the forward-looking statements contained herein to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Current Report. Except to the extent required by applicable laws and regulations, the Company has no obligation to update these forward-looking statements to reflect events or circumstances after the date of this current report or to reflect the occurrence of unanticipated events.

EXHIBITINDEX

Exhibit No.	Description
10.1	English Translation of the Termination Agreement, dated December 10, 2024
10.2	The<br> Share Transfer Agreement by and between the Company, Magnum and the Purchaser, dated December 24, 2024
10.3	The<br> Share Transfer Agreement by and between the Company, Xinfuxin and the Purchaser, dated December 24, 2024

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Meiwu Technology Company Limited
By:	/s/ Changbin Xia
	Changbin<br> Xia
	Chairman

Date: December 31, 2024

Exhibit10.1

终止协议

Terminationof Agreement

本终止协议(以下简称“本终止协议”)由以下各方于2024年12月10日在深圳签署。

This Termination Agreement (hereinafter referred to as the Termination Agreement) is signed by the following parties on December 10, 2024 in Shenzhen.

甲方：国港通贸易（深圳）有限公司

Party A: Guo Gangtong Trade (Shenzhen) Co., Ltd.

法定代表人：靳森

Legal representative: Sen JIN

地址：[***]

Address: [***]

统一社会信用代码：[***]

Unified social credit code: [***]

乙方（一）：陈培江

Party B (I): Peijiang CHEN

身份证号码：[***]

ID number: [***]

地址：[***]

Address: [***]

乙方（二）：夏长彬

Party B (II): Changbin XIA

身份证号：[***]

ID number: [***]

地址：[***]

Address: [***]

乙方（三）：杨汉武

Party B (III): Hanwu YANG

身份证号：[***]

ID number: [***]

地址：[***]

Address: [***]

乙方（四）：密山市深密达众企业管理咨询合伙企业（有限合伙）

Party B (IV): Mishan Shenmi Dazhong Enterprise Management Consulting Partnership Enterprise (Limited Partnership)

法定代表人：夏长彬

Legal representative: Changbin XIA

地址：[***]

Address: [***]

统一社会信用代码：[***]

Unified social credit code: [***]

丙方：美物知食科技（深圳）有限公司（曾用名：物农科技（深圳）有限公司）

Party C: Meiwu Zhishi Technology (Shenzhen) Co., Ltd. (formerly known as Wunong Technology (Shenzhen) Co., Ltd.)

法定代表人：夏长彬

Legal representative: Changbin XIA

地址：[***]

Address: [***]

统一社会信用代码：[***]

Unified social credit code: [***]

在本终止协议中，甲方、乙方和丙方各称“一方”，合称“各方”。

In this Termination Agreement, Party A, Party B and Party C are each referred to as a “Party” and collectively referred to as the “Parties”.

鉴于:

Given that:

1.甲方和丙方于2019年3月2日签订了《独家技术咨询服务协议》，甲方同意为丙方提供独家技术咨询和相关服务；

Party A and Party C signed the Exclusive Technical Consulting Service Agreement on March 2, 2019, whereby Party A agreed to provide Party C with exclusive technical consulting and related services.

2.甲方、乙方和丙方于2019年3月2日签订了《独家购买权合同》，由乙方分别不可撤销地且无任何附加条件地独家授权甲方购买乙方持有的合计100%丙方股权的权利；

Party A, Party B and Party C signed the Exclusive Purchase Right Contract on March 2, 2019, whereby Party B irrevocably and without any additional conditions exclusively authorizes Party A to purchase the 100% equity interest in Party C held by Party B.

3.甲方、乙方和丙方于2019年3月2日签订了《股权质押协议》，约定乙方分别将其持有的合计100%丙方股权质押给甲方；

Party A, Party B and Party C signed the Equity Pledge Agreement on March 2, 2019, stipulating that Party B pledged its 100% equity interest in Party C to Party A.

4. 甲方、乙方和丙方于2019年3月2日签订了《股东权利委托协议》，乙方委托并授权甲方行使行使乙方在丙方的包括表决权在内的所有股东权利；

Party A, Party B and Party C signed the Shareholder Rights Entrustment Agreement on March 2, 2019, whereby Party B entrusted and authorized Party A to exercise all of Party B’s shareholder rights in Party C, including voting rights.

5. 乙方（一）、乙方（二）、乙方（三）和乙方（四）向甲方出具《不可撤销的授权委托书》，不可撤销地授权甲方在授权委托书有效期内全权代表乙方（一）、乙方（二）、乙方（三）和乙方（四）行使按照中国法律和公司章程规定所享有的作为丙方股东的所有股东权利；

Party B (I), Party B (II), Party B (III) and Party B (IV) have issued the Irrevocable Letter of Authorization to Party A, irrevocably authorizing Party A to exercise all shareholder rights as a shareholder of Party C in accordance with Chinese laws and the Articles of Association on behalf of Party B (I), Party B (II), Party B (III) and Party B (IV) during the validity period of the Letter of Authorization.

6.本终止协议中各方兹同意终止上述全部《独家技术咨询服务协议》、《独家购买权合同》、《股权质押协议》、《股东权利委托协议》和《不可撤销的授权委托书》(以下合称“重组协议”)。

The parties in this Termination Agreement hereby agree to terminate all of the above-mentioned Exclusive Technical Consulting Services Agreement, Exclusive Purchase Right Contract, Equity Pledge Agreement, Shareholder Rights Entrustment Agreement and Irrevocable Power of Attorney (hereinafter collectively referred to as the Restructuring Agreement).

各方经过平等、友好协商，现达成本终止协议的条款内容如下，以资共同遵守：

After equal and friendly negotiations, the parties have reached the following terms of this Termination Agreement for mutual compliance:

一、各方同意，自本终止协议生效之日起，各方签署的重组协议提前终止。

The parties agree that the Restructuring Agreement signed by the parties shall be terminated early from the date this Termination Agreement takes effect.

二、自重组协议终止之日起，各方在重组协议项下的权利义务即告终止，各方不再享有且不再承担基于重组协议而产生的任何权利、义务和责任。方自动放弃对其他方在重组协议项下的任何追索权、求偿权(如有)。

As of the date of termination of the Restructuring Agreement, the rights and obligations of the parties under the Restructuring Agreement shall be terminated, and the parties shall no longer enjoy and bear any rights, obligations and liabilities arising from the Restructuring Agreement. A party shall automatically waive any right of recourse or claim (if any) against the other party under the Restructuring Agreement.

三、根据《股权质押协议》的约定，乙方分别将其持有的合计100%丙方股权质押给甲方，并办理股权质押登记，各方应自本终止协议生效之日起15个工作日内解除上述全部股权质押。

Pursuant to the provisions of the Equity Pledge Agreement, Party B pledges a total of 100% of Party C’s equity held by it to Party A and handles the equity pledge registration. All parties shall release all the above-mentioned equity pledges within 15 working days from the effective date of this Termination Agreement.

四、除上述重组协议外，各方间不存在任何其它对丙方产生或可能产生控制关系的协议。若存在该类协议，各方自动放弃在该类协议项下的任何权利义务。

In addition to the above-mentioned Restructuring Agreement, there are no other agreements between the parties that create or may create a control relationship over Party C. If such an agreement exists, the parties will automatically waive any rights and obligations under such agreement.

五、甲、乙双方应对本协议内容承担保密责任，各方及其关联方均不得向第三方披露、泄露、讨论或透露任何由于执行本终止协议所获知的保密信息，并不得用以谋取任何的商业利益。

Party A and Party B shall bear the responsibility for keeping confidential the contents of this Agreement. Party A and Party B and their affiliates shall not disclose, divulge, discuss or reveal to any third party any confidential information obtained as a result of the execution of this Termination Agreement, and shall not use it to seek any commercial benefit.

六、本终止协议受中国法律管辖。如有任何争议，各方应友好协商解决。如任一方向其他方提出协商解决争议的要求后30天内争议未得到解决，则任一方均可向丙方所在地的有管辖权的人民法院提起诉讼。

This Termination Agreement shall be governed by Chinese law. If there are any disputes, the parties shall resolve them through friendly negotiation. If the dispute is not resolved within 30 days after either party requests the other party to resolve the dispute through negotiation, either party may file a lawsuit with the People’s Court with jurisdiction over the place where Party C is located.

七、本终止协议用中文、英文书写，经各方签字盖章后生效。本终止协议壹式陆份，各方各执壹份，每份具有同等法律效力。

This Termination Agreement is written in Chinese and English and will come into effect after being signed and sealed by all parties. This Termination Agreement is made in six copies, one for each party, and each copy has the same legal effect.

兹此，本终止协议于文首注明的日期正式签署。

Hereby, this Termination Agreement is signed on the date indicated at the beginning of this document.

(以下无正文)

(No text below)

（本页无正文，本页为《终止协议》签署页）

(This page has no text, this page is the signing page of the Termination Agreement)

甲方：国港通贸易（深圳）有限公司（盖章）

Party A: Guo Gangtong Trade (Shenzhen) Co., Ltd. (Seal)

法定代表人/授权代表（签字）

Legal representative/authorized representative (Signature)

乙方（一）：陈培江（签字）

Party B (I): Peijiang CHEN (Signature)

乙方（二）：夏长彬（签字）

Party B (II): Changbin XIA (Signature)

乙方（三）：杨汉武（签字）

Party B (III): Hanwu YANG (Signature)

乙方（四）：密山市深密达众企业管理咨询合伙企业（有限合伙）（盖章）

Party B (IV): Mishan Shenmi Dazhong Enterprise Management Consulting Partnership Enterprise (Limited Partnership) (Seal)

法定代表人/授权代表（签字）

Legal representative/authorized representative (Signature)

丙方：美物知食科技（深圳）有限公司（盖章）

Party C: Meiwu Zhishi Technology (Shenzhen) Co., Ltd. (Seal)

法定代表人/授权代表（签字）

Legal representative/authorized representative (Signature)

Exhibit 10.2

EQUITYTRANSFER AGREEMENT

This Equity Transfer Agreement (this “Agreement”) is made and entered into as of December 24, 2024, by and among (i) Yan Yang (the “Purchaser”), (ii) Magnum International Holdings Limited, a company formed under laws of British Virgin Islands (the “Company”) and (iii) Meiwu Technology Group Limited, a business company organized under the laws of British Virgin Islands (the “Seller”). The Purchaser, the Company and the Seller are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.

RECITALS:

前述

WHEREAS, the Seller is the sole shareholder of the Company, holding 100% of the equity ownership and all relevant rights and interests of the Company (the “Equity Interests”).

WHEREAS, the Seller desires to transfer to the Purchaser, and the Purchaser desires to purchase from the Seller, all of the Equity Interests from the Seller, subject to the terms and conditions set forth herein (the “Transaction”); and

NOW,THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and the representations, warranties, covenants and agreements contained in this Agreement, and intending to be legally bound hereby, the Parties hereto agree as follows:

ARTICLEI

THESHARE PURCHASE

1.1 Purchase and Sale of Equity Interests. At the Closing (as hereinafter defined) and subject to and upon the terms and conditions of this Agreement, the Seller shall sell, transfer, convey, assign and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from the Seller, all of the Equity Interests, free and clear of all Liens.

1.2 Consideration. The purchase price of the Equity Interests is $10 (the “Purchase Price”).

1.3 Company Shareholder Consent. Seller, as the sole shareholder of the Company, hereby approves, authorizes and consents to the Company’s execution and delivery of this Agreement and the Ancillary Documents, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby. Seller acknowledges and agrees that the consent set forth herein is intended and shall constitute such consent of the Seller as may be required (and shall, if applicable, operate as a written shareholder resolution of the Company) pursuant to the Company Charter, any other agreement in respect of the Company to which the Seller is a party and all applicable Laws.

ARTICLEII

CLOSING

2.1 Closing. Subject to the satisfaction or waiver of the conditions set forth in Article III, the consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of the Seller no later than one Business Day after all the closing conditions to this Agreement have been satisfied or waived at 10:00 a.m. local time, or at such other date, time or place as the Purchaser and the Company may agree (the date and time at which the Closing is actually held being the “Closing Date”).

ARTICLEIII

CLOSINGCONDITIONS

交割条件

3.1 Conditions to Each Party’s Obligations. The obligations of each Party to consummate the transactions described herein shall be subject to the satisfaction or written waiver (where permissible) by the Seller and the Purchaser of the following conditions:

(a) Requisite Regulatory Approvals. All Consents required to be obtained from or made with any Governmental Authority in order to consummate the transactions contemplated by this Agreement shall have been obtained or made.

(b) No Law. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) or Order that is then in effect and which has the effect of making the transactions contemplated by this Agreement illegal or which otherwise prevents or prohibits consummation of the transactions contemplated by this Agreement.

(c) No Litigation. There shall not be any pending Action brought by a third-party non-Affiliate to enjoin or otherwise restrict the consummation of the Closing.

(d) Shareholders Approval. Seller shall have obtained its shareholders’ approval of the transaction contemplated by this Agreement.

3.4 Frustration of Conditions. Notwithstanding anything contained herein to the contrary, no Party may rely on the failure of any condition set forth in this Article III to be satisfied if such failure was caused by such the failure of such Party or its Affiliates to comply with or perform any of its covenants or obligations set forth in this Agreement.

ARTICLEIV

REPRESENTATIONSAND WARRANTIES OF THE PURCHASER

The Purchaser hereby represents and warrants to the Seller and the Company as follows:

4.1 Non-Affiliate. The Purchaser is not a “beneficial owner” (as defined in Rule 13d-3(a) of the Exchange Act of 1934, as amended) of greater than or equal to ten percent (10%) of the ‎issued and outstanding common equity of the Seller as of the date hereof or otherwise deemed ‎an “affiliate” under Rule 144(a)(1) of the Securities Act of 1933, as amended‎.

4.2 Authorization; Binding Agreement. The Purchaser is an individual and has all requisite authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (a) have been duly and validly authorized and (b) no other corporate proceedings, other than as set forth elsewhere in the Agreement, are necessary to authorize the execution and delivery of this Agreement or to consummate the transactions contemplated hereby. This Agreement has been, and shall be when delivered, duly and validly executed and delivered by the Purchasers, assuming the due authorization, execution and delivery of this Agreement by the other parties hereto, and constitutes, or when delivered shall constitute, the valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “EnforceabilityExceptions”).

4.3 Governmental Approvals. No Consent of or with any Governmental Authority, on the part of the Purchaser is required to be obtained or made in connection with the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby, other than (a) such filings as may be required in any jurisdiction in which the Purchaser is qualified or authorized to do business as a foreign corporation in order to maintain such qualification or authorization, and (b) such filings as contemplated by this Agreement.

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4.4 Non-Contravention. The execution and delivery by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby, and compliance with any of the provisions hereof, will not (a) conflict with or violate any provision of the articles of association of the Purchaser, (b) conflict with or violate any Law, Order or Consent applicable to the Purchaser or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Purchaser under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon any of the properties or assets of the Purchaser under, (viii) give rise to any obligation to obtain any third party consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any material contract of the Purchaser.

4.5 Access to Information. The Purchaser has conducted its own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) or assets of the Company, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, litigations, books and records, and other documents and data of the Company for such purpose. The Purchaser acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company and the Seller set forth in Article V (including any exhibits and schedules attached hereto and provided by the Company and the Seller).

4.6 No Further Liabilities. The Purchaser acknowledges and agrees that upon consummation of the Transaction, the Seller shall not have any obligations or liabilities, contingent or otherwise, relating to the Company and shall have no affiliation with the Company.

ARTICLEV

REPRESENTATIONSAND WARRANTIES OF THE company AND SELLER

The Company hereby represents and warrants to the Purchaser as follows:

5.1 Due Organization and Good Standing. The Company is a limited liability company duly incorporated, validly existing and in good standing under the Laws of British Virgin Islands.

5.2 Authorization; Binding Agreement. The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (a) have been duly and validly authorized and (b) no other corporate proceedings, other than as set forth elsewhere in the Agreement, are necessary to authorize the execution and delivery of this Agreement or to consummate the transactions contemplated hereby. This Agreement has been, and shall be when delivered, duly and validly executed and delivered by the Company, assuming the due authorization, execution and delivery of this Agreement by the other parties hereto, and constitutes, or when delivered shall constitute, the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that enforceability thereof may be limited by the Enforceability Exceptions.

5.3 Governmental Approvals. No Consent of or with any Governmental Authority, on the part of the Company is required to be obtained or made in connection with the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby and thereby, other than (a) such filings as may be required in any jurisdiction in which the Company is qualified or authorized to do business as a foreign corporation in order to maintain such qualification or authorization, or (b) such filings as contemplated by this Agreement.

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5.4 Non-Contravention. The execution and delivery by the Company of this Agreement and the consummation of the transactions contemplated hereby, and compliance with any of the provisions hereof, will not (a) conflict with or violate any provision of the Company Charter, (b) conflict with or violate any Law, Order or Consent applicable to the Company or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Company under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon any of the properties or assets of the Company under, (viii) give rise to any obligation to obtain any third party consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any material contract of the Company.

The Seller hereby represents and warrants to the Purchaser as follows:

5.5 Due Organization and Good Standing. The Seller is a business company duly incorporated, validly existing and in good standing under the Laws of the British Virgin Islands.

5.6 Good Title. The Seller is the record owner of the Equity Interests free and clear of all Liens and upon the execution of the Agreement.

ARTICLEVI

TERMINATIONAND EXPENSES

6.1 Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing as follows:

(a) by mutual written consent of the Purchasers and the Seller;

(b) by written notice by either the Purchaser or the Seller if a Governmental Authority of competent jurisdiction shall have issued an Order or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and such Order or other action has become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(b) shall not be available to a Party if the failure by such Party or its Affiliates to comply with any provision of this Agreement has been a substantial cause of, or substantially resulted in, such action by such Governmental Authority; or

(c) by written notice by the Seller if the required approval of shareholders of the Seller shall not have been obtained at the shareholder meeting of the Seller.

6.2 Effect of Termination. In the event of the valid termination of this Agreement pursuant to Section 6.1, this Agreement shall forthwith become void, and there shall be no Liability on the part of any Party or any of their respective Representatives, and all rights and obligations of each Party shall cease, and nothing herein shall relieve any Party from Liability for any willful breach of any representation, warranty, covenant or obligation under this Agreement or any Fraud Claim against such Party, in either case, prior to termination of this Agreement. Without limiting the foregoing, and except as provided in this Article VI, the Parties’ sole right prior to the Closing with respect to any breach of any representation, warranty, covenant or other agreement contained in this Agreement by another Party or with respect to the transactions contemplated by this Agreement shall be the right, if applicable, to terminate this Agreement pursuant to Section 6.1.

6.3 Fees and Expenses. All Expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such expenses. As used in this Agreement, “Expenses” shall include all out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, financial advisors, financing sources, experts and consultants to a Party hereto or any of its Affiliates) incurred by a Party or on its behalf in connection with or related to the authorization, preparation, negotiation, execution or performance of this Agreement or any Ancillary Document related hereto and all other matters related to the consummation of this Agreement.

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ARTICLEVII

RELEASESand INDEMNIFICATION

7.1 Release and Covenant Not to Sue. Effective as of the Closing, to the fullest extent permitted by applicable Law, the Purchaser, on behalf of itself and its Affiliates, respectively (the “Releasing Persons”), will release and discharge the Seller from and against any and all Actions, obligations, agreements, debts and Liabilities whatsoever, whether known or unknown, both at law and in equity, which such Releasing Person now has, has ever had or may hereafter have against the Seller arising on or prior to the Closing Date or on account of or arising out of any matter occurring on or prior to the Closing Date, including any rights to indemnification or reimbursement from Seller, whether pursuant to its organizational documents, Contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Closing Date. From and after the Closing, each Releasing Person hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Action, or commencing or causing to be commenced, any Action of any kind against the Seller or its Affiliates, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrary, the releases and restrictions set forth herein shall not apply to any claims a Releasing Person may have against any party pursuant to the terms and conditions of this Agreement or any Ancillary Document.

7.2 Indemnification. Unless otherwise provided in this Agreement, each of the Seller and the Purchaser (the “Indemnitor”) agrees to indemnify the other Party and each of its Affiliates, successors and assigns (the “Indemnitee”) from and against any and all damages, losses and expenses (including, without limitation, legal fees and expenses and the costs of investigating any claims, but excluding any consequential or indirect damages, lost profits, frustrated expenses, internal administration and overhead costs) that the Indemnitee may incur or sustain from the Indemnitor’s breach of any of its representations, warranties or covenants in this Agreement.

ARTICLEVIII

Liabilityfor Breach of Agreement

8.1 Indemnification by the Purchaser. Any breach of or failure to perform its representation, warranties, obligations or responsibilities by one Party shall constitute a default. The breaching Party shall be liable for indemnifying the non-breaching Party against all monetary losses suffered by the non-breaching Party as well as all expenses incurred by it for claiming its rights, including but not limited to reasonable attorney fee, investigation fee and travel expense.

8.2 Force Majeure. Any delay in or failure of performance by either Party of all or any of their obligations under this Agreement shall not constitute a breach hereunder if, and to the extent that such delays or failures are caused by Force Majeure, provided that necessary remedial measures shall be taken to reduce the damage under proper condition. The Force Majeure means objective events or circumstances, unpredictable, unavoidable and uncontrollable, which includes earthquake, typhoon, flood, fire, war and other unpredictable, unavoidable and uncontrollable Acts of Gods, and change of any laws, rules and regulations, promulgation of new laws, rules and regulations, or any government act leading to direct influence on the performance of the Agreement or failure to perform the terms and conditions hereunder.

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ARTICLEIX

MISCELLANEOUS

9.1 Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. This Agreement shall not be assigned by operation of Law or otherwise without the prior written consent of the Purchaser and the Seller, and any assignment without such consent shall be null and void; provided that no such assignment shall relieve the assigning Party of its obligations hereunder.

9.2 Third Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any Person that is not a Party hereto or thereto or a successor or permitted assign of such a Party.

9.3 Dispute Resolution. The execution, validity, interpretation, performance, implementation and dispute resolution of this Agreement shall be governed by and construed in accordance with the laws of New York. Any dispute arising out of or in connection with this Agreement shall be settled by the parties hereto through friendly negotiation. Either party may submit any dispute failing friendly settlement to competent courts where this Agreement is executed.

9.4 Specific Performance. Each Party acknowledges that the rights of each Party to consummate the transactions contemplated hereby are unique, recognizes and affirms that in the event of a breach of this Agreement by any Party, money damages may be inadequate and the non-breaching Parties may have not adequate remedy at law, and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by an applicable Party in accordance with their specific terms or were otherwise breached. Accordingly, each Party shall be entitled to seek an injunction or restraining order to prevent breaches of this Agreement and to seek to enforce specifically the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which such Party may be entitled under this Agreement, at law or in equity.

9.5 Severability. In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties will substitute for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.

9.6 Amendment. This Agreement may be amended, supplemented or modified only by execution of a written instrument signed by the Purchaser and the Seller.

9.7 Waiver. The Purchaser on behalf of itself and its Affiliates, the Company on behalf of itself and its Affiliates, and the Seller on behalf of itself, may in its sole discretion (i) extend the time for the performance of any obligation or other act of any other non-Affiliated Party hereto, (ii) waive any inaccuracy in the representations and warranties by such other non-Affiliated Party contained herein or in any document delivered pursuant hereto and (iii) waive compliance by such other non-Affiliated Party with any covenant or condition contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the Party or Parties to be bound thereby. Notwithstanding the foregoing, no failure or delay by a Party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.

9.8 Entire Agreement. This Agreement and the documents or instruments referred to herein, including any exhibits, annexes and schedules attached hereto, which exhibits, annexes and schedules are incorporated herein by reference, embody the entire agreement and understanding of the Parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein or the documents or instruments referred to herein, which collectively supersede all prior agreements and the understandings among the Parties with respect to the subject matter contained herein.

9.9 Counterparts. This Agreement may be executed and delivered (including by facsimile or other electronic transmission) in one or more counterparts, and by the different Parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

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ARTICLEX

DEFINITIONS

定义

10.1 Certain Definitions. For purpose of this Agreement, the following capitalized terms have the following meanings:

“Action” means any notice of noncompliance or violation, or any claim, demand, charge, action, suit, litigation, audit, settlement, complaint, stipulation, assessment or arbitration, or any request (including any request for information), inquiry, hearing, proceeding or investigation, by or before any Governmental Authority.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such Person.

“AncillaryDocuments” means each agreement, instrument or document attached hereto as an Exhibit, including the other agreements, certificates and instruments to be executed or delivered by any of the parties hereto in connection with or pursuant to this Agreement.

“BusinessDay” means any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in Beijing, China are authorized to close for business.

“Consent” means any consent, approval, waiver, authorization or Permit of, or notice to or declaration or filing with any Governmental Authority or any other Person.

“Contracts” means all contracts, agreements, binding arrangements, bonds, notes, indentures, mortgages, debt instruments, purchase order, licenses, franchises, leases and other instruments or obligations of any kind, written or oral (including any amendments and other modifications thereto).

“Control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise. “Controlled”, “Controlling” and “under common Control with” have correlative meanings. Without limiting the foregoing a Person (the “ControlledPerson”) shall be deemed Controlled by (a) any other Person (the “10% Owner”) (i) owning beneficially, as meant in Rule 13d-3 under the Exchange Act, securities entitling such Person to cast ten percent (10%) or more of the votes for election of directors or equivalent governing authority of the Controlled Person or (ii) entitled to be allocated or receive ten percent (10%) or more of the profits, losses, or distributions of the Controlled Person; (b) an officer, director, general partner, partner (other than a limited partner), manager, or member (other than a member having no management authority that is not a 10% Owner) of the Controlled Person; or (c) a spouse, parent, lineal descendant, sibling, aunt, uncle, niece, nephew, mother-in-law, father-in-law, sister-in-law, or brother-in-law of an Affiliate of the Controlled Person or a trust for the benefit of an Affiliate of the Controlled Person or of which an Affiliate of the Controlled Person is a trustee.

“GovernmentalAuthority” means any federal, state, local, foreign or other governmental, quasi-governmental or administrative body, instrumentality, department or agency or any court, tribunal, administrative hearing body, arbitration panel, commission, or other similar dispute-resolving panel or body.

“Law” means any federal, state, local, municipal, foreign or other law, statute, legislation, principle of common law, ordinance, code, edict, decree, proclamation, treaty, convention, rule, regulation, directive, requirement, writ, injunction, settlement, Order or Consent that is or has been issued, enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put into effect by or under the authority of any Governmental Authority.

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“Liabilities” means any and all liabilities, indebtedness, Actions or obligations of any nature (whether absolute, accrued, contingent or otherwise, whether known or unknown, whether direct or indirect, whether matured or unmatured and whether due or to become due), including tax liabilities due or to become due.

“Lien” means any mortgage, pledge, security interest, attachment, right of first refusal, option, proxy, voting trust, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof), restriction (whether on voting, sale, transfer, disposition or otherwise), any subordination arrangement in favor of another Person, any filing or agreement to file a financing statement as debtor under the Uniform Commercial Code or any similar Law.

“Order” means any order, decree, ruling, judgment, injunction, writ, determination, binding decision, verdict, judicial award or other action that is or has been made, entered, rendered, or otherwise put into effect by or under the authority of any Governmental Authority.

“OrganizationalDocuments” means, with respect to the Purchaser, the Purchaser Charter, and with respect to any other Party, its Certificate of Incorporation and Bylaws or similar organizational documents, in each case, as amended.

“Person” means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership), limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof.

“Representative” means, as to any Person, such Person’s Affiliates and its and their managers, directors, officers, employees, agents and advisors (including financial advisors, counsel and accountants).

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IN WITNESS WHEREOF, each Party hereto has caused this Agreement to be signed and delivered by its respective duly authorized officer as of the date first written above.

The Purchaser: Yan Yang
By:	/s/<br> Yan Yang
Name:	Yan Yang
Title:
The Seller:
Meiwu Technology Company Limited
By:	/s/<br> Xinliang Zhang
Name:	Xinliang Zhang
Title:	Chief Executive Officer
The Company:
Magnum<br> International Holdings Limited
By:	/s/<br> Linlin Guo
Name:	Linlin Gao
Title:	Director

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Exhibit10.3

EQUITYTRANSFER AGREEMENT

This Equity Transfer Agreement (this “Agreement”) is made and entered into as of December 24, 2024, by and among (i) Yan Yang (the “Purchaser”), (ii) Xinfuxin International Holdings Limited, a company formed under laws of British Virgin Islands (the “Company”) and (iii) Meiwu Technology Group Limited, a business company organized under the laws of British Virgin Islands (the “Seller”). The Purchaser, the Company and the Seller are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.

RECITALS:

前述

WHEREAS, the Seller is the sole shareholder of the Company, holding 100% of the equity ownership and all relevant rights and interests of the Company (the “Equity Interests”).

ARTICLEI

THESHARE PURCHASE

1.2 Consideration. The purchase price of the Equity Interests is $10 (the “Purchase Price”).

ARTICLEII

CLOSING

ARTICLEIII

CLOSINGCONDITIONS

交割条件

(c) No Litigation. There shall not be any pending Action brought by a third-party non-Affiliate to enjoin or otherwise restrict the consummation of the Closing.

(d) Shareholders Approval. Seller shall have obtained its shareholders’ approval of the transaction contemplated by this Agreement.

ARTICLEIV

REPRESENTATIONSAND WARRANTIES OF THE PURCHASER

The Purchaser hereby represents and warrants to the Seller and the Company as follows:

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ARTICLEV

REPRESENTATIONSAND WARRANTIES OF THE company AND SELLER

The Company hereby represents and warrants to the Purchaser as follows:

5.1 Due Organization and Good Standing. The Company is a limited liability company duly incorporated, validly existing and in good standing under the Laws of British Virgin Islands.

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The Seller hereby represents and warrants to the Purchaser as follows:

5.5 Due Organization and Good Standing. The Seller is a business company duly incorporated, validly existing and in good standing under the Laws of the British Virgin Islands.

5.6 Good Title. The Seller is the record owner of the Equity Interests free and clear of all Liens and upon the execution of the Agreement.

ARTICLEVI

TERMINATIONAND EXPENSES

6.1 Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing as follows:

(a) by mutual written consent of the Purchasers and the Seller;

(c) by written notice by the Seller if the required approval of shareholders of the Seller shall not have been obtained at the shareholder meeting of the Seller.

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ARTICLEVII

RELEASESand INDEMNIFICATION

ARTICLEVIII

Liabilityfor Breach of Agreement

ARTICLEIX

MISCELLANEOUS

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9.6 Amendment. This Agreement may be amended, supplemented or modified only by execution of a written instrument signed by the Purchaser and the Seller.

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ARTICLEX

DEFINITIONS

定义

10.1 Certain Definitions. For purpose of this Agreement, the following capitalized terms have the following meanings:

“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such Person.

“BusinessDay” means any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in Beijing, China are authorized to close for business.

“Consent” means any consent, approval, waiver, authorization or Permit of, or notice to or declaration or filing with any Governmental Authority or any other Person.

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IN WITNESS WHEREOF, each Party hereto has caused this Agreement to be signed and delivered by its respective duly authorized officer as of the date first written above.

ThePurchaser: Yan Yang

By:	/s/<br> Yan Yang
Name:	Yan<br> Yang
Title:

TheSeller:

MeiwuTechnology Company Limited

By:	/s/Xinliang<br> Zhang
Name:	Name:<br> Xinliang Zhang
Title:	Chief<br> Executive Officer

TheCompany:

Xinfuxin International Holdings Limited

By:	/s/<br> Fuqing Zhang
Name:	Fuqing<br> Zhang
Title:	Director

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