UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month March 2026
Commission File Number: 001-41675
GOLDEN HEAVEN GROUP HOLDINGS LTD.
No. 8 Banhouhaichuan Rd
Xiqin Town, Yanping District
Nanping City, Fujian Province, China 353001
(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 ☐
On March 30, 2026, Fuzhou Golden Carnival Cultural Development Co.,
Ltd. (“Fuzhou Golden Carnival”), an indirectly wholly-owned subsidiary of Golden Heaven Group Holdings Ltd. (the “Company”),
entered into three asset purchase agreements (collectively, the “Asset Purchase Agreements”) as purchaser with (i) Ganzhou
Baocheng Cultural Tourism Development Co., Ltd. (“Ganzhou Baocheng”), (ii) Ningde Xiaopu Haoyu Amusement Co., Ltd. (“Haoyu
Amusement”), and (iii) Fengcheng Namei Cultural Tourism Technology Co., Ltd. (“Namei Technology”), each as seller.
| ● | Pursuant to the Asset Purchase Agreement between Fuzhou Golden Carnival and
Ganzhou Baocheng, Fuzhou Golden Carnival will purchase amusement park related assets owned from Ganzhou Baocheng, details of which are
set forth in the agreement. The total purchase price is RMB45,567,838.04 and will be paid in full within five business days of the execution
of the agreement. |
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● |
Pursuant to the Asset Purchase Agreement between Fuzhou Golden Carnival and Haoyu Amusement, Fuzhou Golden Carnival will purchase amusement park related assets owned from Haoyu Amusement, details of which are set forth in the agreement. The total purchase price is RMB23,133,071.41 and will be paid in full within five business days of the execution of the agreement. |
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● |
Pursuant to the Asset Purchase Agreement between Fuzhou Golden Carnival and Namei Technology, Fuzhou Golden Carnival will purchase all assets owned by Namei Technology, as detailed in the asset list in the agreement. The aggregate purchase price is RMB103,199,777.22 and will be paid in full within five business days of the execution of the agreement. |
Each Asset Purchase Agreement contains customary representations, warranties
and covenants regarding the ownership and condition of the assets, payment terms, asset delivery procedures and cooperation on registration
and title changes. All fees and expenses related to the asset transfer and administrative fees are borne by Fuzhou Golden Carnival.
The foregoing summary is qualified in its entirety by the full text
of the Asset Purchase Agreements. Copies of the English translations of the Asset Purchase Agreements with Ganzhou Baocheng, Haoyu Amusement,
and Namei Technology are attached to this Form 6-K as Exhibits 99.1, 99.2, and 99.3, respectively, and are incorporated by reference herein.
Incorporation by Reference
The contents of this Form 6-K are hereby incorporated by reference
into (i) the Company’s registration statement on Form S-8 (File No. 333-279423) filed with the U.S. Securities and Exchange Commission
(the “SEC”) on May 15, 2024, (ii) the Company’s registration statement on Form F-3 (File No. 333-279942) filed with
the SEC on June 4, 2024 and declared effective by the SEC on June 27, 2024, (iii) the Company’s registration statement on Form S-8
(File No. 333-283714) filed with the SEC on December 10, 2024, and (iv) the Company’s registration statement on Form F-3 (File No.
333-292462) filed with the SEC on December 29, 2025 and declared effective by the SEC on February 6, 2026.
| Exhibit No. |
|
Description |
| 99.1 |
|
English Translation of Asset Purchase Agreement, dated March 30, 2026, by and between Fuzhou Golden Carnival Cultural Development Co., Ltd. and Ganzhou Baocheng Cultural Tourism Development Co., Ltd. |
| 99.2 |
|
English Translation of Asset Purchase Agreement, dated March 30, 2026, by and between Fuzhou Golden Carnival Cultural Development Co., Ltd. and Ningde Xiaopu Haoyu Amusement Co., Ltd. |
| 99.3 |
|
English Translation of Asset Purchase Agreement, dated March 30, 2026, by and between Fuzhou Golden Carnival Cultural Development Co., Ltd. and Fengcheng Namei Cultural Tourism Technology Co., Ltd. |
SIGNATURES
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, thereunto duly authorized.
| |
Golden Heaven Group Holdings Ltd. |
| |
|
|
| Date: April 1, 2026 |
By: |
/s/ Jin Xu |
| |
Name: |
Jin Xu |
| |
Title: |
Chief Executive Officer and
Chairman of the Board of Directors
(Principal Executive Officer) |
Exhibit 99.1
Asset Acquisition Agreement
Party A (Acquiring Party): Fuzhou Golden Carnival Cultural Development
Co., Ltd.
Unified Social Credit Code:
Party B (Transferor): Ganzhou Baocheng Cultural Tourism Development
Co., Ltd.
Unified Social Credit Code:
Given:
1. Party B legally owns all the subject assets and related rights stipulated
in this Agreement, and such assets are free from any defects in title. Party B has the right to transfer such assets in accordance with
the law.
2. Party B has issued an “Asset Appraisal Report” for the
target assets to be transferred, and Party A has reviewed the report and approved its appraisal results.
3. Party A intends to acquire the target assets owned by Party B, and
Party B agrees to transfer such assets to Party A. Through friendly consultation, based on the principles of equality, voluntariness,
fairness, good faith, and equivalent compensation, the two parties have reached the following agreement regarding this asset acquisition,
which shall be jointly observed.
Article 1 Target Assets
1.1 The target assets of this acquisition are all assets legally owned
by Party B (details are provided in Appendix 1, “List of Target Assets”), including but not limited to fixed assets, intangible
assets, and current assets. These assets are not subject to any restrictions such as mortgages, pledges, seizures, or freezes, nor are
there any disputes regarding ownership.
1.2 The quantity, quality, and specifications of the target assets
shall be based on the “Asset Appraisal Report” and the attached “List of Target Assets”. Party A has fully understood
and verified the target assets and voluntarily accepts the actual condition of such assets.
Article 2 Valuation Report and Acquisition Price
2.1 Party B has issued an “Asset Appraisal Report” for the
target assets. The report is true, legal, and valid, and can objectively reflect the actual value of the target assets.
2.2 Both parties confirm that the total acquisition price of the target
assets is RMB 45,567,838.04 (in words: Forty-Five Million Five Hundred and Sixty-Seven Thousand Eight Hundred and Thirty-Eight Yuan and
Four Fen) , which is a fixed price and Party A shall not be required to pay any other fees.
2.3 All related expenses incurred in this acquisition (including but
not limited to appraisal fees, handling fees, etc.) shall be borne by Party B.
Article 3 Payment Method
3.1 Payment Terms: Party A shall pay the full purchase price to Party
B in one lump sum within 5 working days from the date of signing this Agreement.
3.2 The payment information of Party B is as follows:
Opening Bank: Rongjiang Branch of Ganzhou Bank
Bank account number:
Account Name: Ganzhou Baocheng Cultural Tourism Development Co., Ltd.
3.3 If Party A fails to pay the acquisition price within the time stipulated
in this Agreement, Party A shall pay Party B a penalty of 0.5% of the overdue amount for each day of delay; if the delay exceeds 15 working
days, Party B shall have the right to unilaterally terminate this Agreement, confiscate any payments already made by Party A (if any),
and demand that Party A compensate for all losses.
Article 4 Asset Transfer
4.1 Both parties shall complete the handover of the target assets within
10 working days after Party A pays the full acquisition price.
4.2 Party B shall deliver all the target assets and related ownership
certificates, technical documents, financial documents, etc. to Party A. Both parties shall jointly verify the quantity and status of
the assets and sign the “Asset Transfer Confirmation”. After the transfer is completed, the ownership and related rights of
the target assets shall be formally transferred to Party A, and the risks shall also be transferred accordingly.
4.3 If the target assets require registration of ownership transfer,
Party B shall fully cooperate with Party A in the process, and Party B shall bear the relevant expenses; if the registration cannot be
completed or is delayed due to Party B’s reasons, Party B shall bear the liability for breach of contract.
Article 5 Rights and Obligations of Both Parties
5.1 Rights and Obligations of Party A
(1) Pay the acquisition price in accordance with the provisions of
this Agreement and receive the target assets and related documents;
(2) To manage and maintain the target assets and bear the relevant
expenses after the handover;
(3) The other party shall not disclose the other party’s trade secrets
or the contents of this Agreement (unless otherwise agreed in writing by the other party).
5.2 Rights and Obligations of Party B
(1) Deliver the subject assets and related documents in accordance
with the provisions of this Agreement, and guarantee that the subject assets are free from any defects in title;
(2) Cooperate with Party A in handling the registration of the change
of ownership of the target assets (if any);
(3) Bear the risks and related expenses of the target assets before
the handover, and be responsible for clearing all debts before the handover;
(4) The other party shall not disclose the trade secrets of Party A
or the contents of this Agreement (unless otherwise agreed in writing by Party A).
Article 6 Liability for Breach of Contract
6.1 If Party A fails to pay the acquisition price as agreed, it shall
pay liquidated damages as stipulated in Article 3.3 of this Agreement; if the delay exceeds 15 working days, Party B shall have the right
to terminate the Agreement and claim compensation for losses.
6.2 If Party B fails to deliver the subject assets as agreed or if
the subject assets have defects in title, Party A shall have the right to terminate the agreement, and Party B shall return double the
price already paid by Party A and compensate Party A for all losses.
6.3 If either party breaches its confidentiality obligations and discloses
the other party’s trade secrets, it shall compensate the other party for all losses suffered as a result.
Article 7 Confidentiality Clause
7.1 All trade secrets, financial information, technical data, and contents
of this agreement that the parties learn during the signing and performance of this agreement shall be kept confidential.
7.2 Both parties shall take reasonable measures to protect the aforementioned
confidential information and shall not disclose it to any third party. The confidentiality obligation shall remain in effect for three
years after the termination of this Agreement.
Article 8 Force Majeure
8.1 If this Agreement cannot be performed or is delayed due to force
majeure events such as earthquakes, floods, typhoons, wars, or policy adjustments, the party encountering the force majeure event shall
promptly notify the other party and provide relevant proof within 3 working days.
8.2 Both parties may, based on the impact of force majeure, negotiate
to decide on partial performance, delayed performance or termination of the agreement, without incurring liability for breach of contract,
but shall endeavor to minimize losses.
Article 9 Dispute Resolution
9.1 Any dispute arising during the performance of this Agreement shall
first be resolved amicably through negotiation between the parties; if the negotiation fails, either party shall have the right to file
a lawsuit with the People’s Court at the location of Party A.
Article 10 Other
10.1 Any matters not covered in this Agreement may be addressed in
a supplementary agreement entered into by both parties. Such supplementary agreement shall have the same legal effect as this Agreement.
10.2 This agreement shall come into effect on the date of signature
and seal by both parties. It is made in four copies, with two copies held by Party A and two copies held by Party B, each having equal
legal effect.
(The following is intentionally left blank)
Party A (Seal): Fuzhou Golden Carnival Cultural Development Co., Ltd.
| Legal Representative/Authorized Representative (Signature): |
/s/ Fuzhou Golden Carnival Cultural Development Co., Ltd. |
Signing Date: March 30, 2026
Party B (Seal): Ganzhou Baocheng Cultural Tourism Development Co.,
Ltd.
| Legal Representative/Authorized Representative (Signature): |
/s/ Ganzhou Baocheng Cultural Tourism Development Co., Ltd. |
Signing Date: March 30, 2026
Appendix 1: List of Target Assets
| Serial Number |
Equipment Name |
Specifications and Models |
| 1 |
Gothenburg |
300 square meters |
| 2 |
Hurricane Flying Chair |
36 seats |
| 3 |
Slinky Dog |
36 seats (DP-H6JC) |
| 4 |
Giant Swing |
23 seats |
| 5 |
Spacewalk |
15 units (500-meter track) |
| 6 |
Motorbike boy |
8 units |
| 7 |
Air combat aircraft |
8 |
| 8 |
Rotating Drop Tower |
16 seats |
| 9 |
Pirate Ship |
36 seats |
| 10 |
Carnival |
5 items |
| 11 |
gunfire |
12 guns |
| 12 |
Archery |
2 bows |
| 13 |
Rainbow Slide |
100 meters long, 15 meters high |
| 14 |
Bumper cars |
15 units |
| 15 |
Colorful Sea Baby Rafting |
8 units |
| 16 |
Family roller coaster |
16 people |
| 17 |
Bungee jumping |
2 units (8 beds) |
| 18 |
Shouting Spring |
2 units |
| 19 |
Happy Farm |
5 units |
| 20 |
Happy Spaceship |
24 seats |
| twenty one |
Double carousel |
30 seats |
| twenty two |
Circular sports car |
15 units |
| twenty three |
nursing fish |
|
| twenty four |
Bouncing cars |
6 units |
| 25 |
Little Firefighters |
8 units |
| 26 |
Finding Nemo |
14 units, 28 people |
| 27 |
Interstellar Ball Sprayer |
7 units |
| 28 |
helicopter |
4 units |
| 29 |
office |
|
| 30 |
Dormitory + Canteen |
|
| Party A (Seal): |
/s/ Fuzhou Golden Carnival Cultural Development Co., Ltd. |
|
| |
|
|
| Party B (Seal): |
/s/ Ganzhou Baocheng Cultural Tourism Development Co., Ltd. |
|
Confirmation Date: March 30, 2026
Exhibit 99.2
Asset Acquisition Agreement
Party A (Acquiring Party): Fuzhou Golden Carnival Cultural Development
Co., Ltd.
Unified Social Credit Code:
Party B (Transferor): Ningde City Xiapu County Haoyu Amusement Co.,
Ltd.
Unified Social Credit Code:
Given:
1. Party B legally owns all the subject assets and related rights stipulated
in this Agreement, and there are no defects in title to such assets (including but not limited to mortgages, pledges, seizures, freezes,
guarantees, ownership disputes, etc.). Party B has the right to transfer such assets in accordance with the law.
2. Party B has issued an “Asset Appraisal Report” for the
assets to be transferred, and Party A has reviewed and approved the appraisal results and all contents of the report.
3. Party A intends to acquire the target assets owned by Party B as
stipulated in this Agreement, and Party B agrees to transfer the target assets to Party A in accordance with the conditions stipulated
in this Agreement. After friendly consultation, both parties, based on the principles of equality, voluntariness, fairness, good faith,
and equivalent compensation, have reached the following agreement on the acquisition of assets, which shall be jointly observed.
Article 1 Target Assets
1.1 The target assets of this acquisition are all assets legally owned
by Party B (for details, please refer to Annex 1, “List of Target Assets”), including but not limited to fixed assets, intangible
assets, current assets (such as inventory, accounts receivable, etc.) and all rights and interests related to such assets (excluding Party
B’s external debts and contingent liabilities, which shall be borne by Party B).
1.2 The quantity, quality, specifications, ownership status, etc. of
the target assets shall be based on the “Asset Appraisal Report” and the attached “List of Target Assets” issued
by Party B. Party A has fully understood and verified the target assets and voluntarily acquires such assets in accordance with the provisions
of this Agreement, and will not raise any objections due to the actual condition of the target assets (if consistent with the “Asset
Appraisal Report”).
1.3 Party B warrants that the target assets are free from any undisclosed
defects in title, mortgages, pledges, seizures, freezes, or other restrictions on transfer, and that there are no third-party claims,
ownership disputes, lawsuits, arbitrations, or other conflicts. If any of the above situations exist, Party B shall bear full responsibility
and compensate Party A for all losses suffered as a result.
Article 2 Valuation Report and Acquisition Price
2.1 Party B has issued an “Asset Appraisal Report” for
the target assets, and the report is true, legal and valid.
2.2 Party A acknowledges the valuation conclusion of the Asset Appraisal
Report, and both parties confirm that the total acquisition price of the target assets is RMB 23,133,071.41 (in words: Twenty-Three Million
One Hundred and Thirty-Three Thousand and Seventy-One Yuan and Forty-One Fen).
2.3 The acquisition price is a fixed price, and Party A shall not be
required to pay any other fees to Party B. All related expenses shall be borne by Party B.
Article 3 Payment Method
3.1 Payment Period: Party A shall pay the full purchase price to Party
B in one lump sum within 5 working days from the date of signing this agreement. The deposit agreement shall automatically become invalid
after the payment is completed.
3.2 Party B’s account information:
Opening Bank: China Construction Bank Co., Ltd., Xiapu Songgang Branch
Bank account number:
Account Name: Ningde City Xiapu County Haoyu Amusement Co., Ltd.
3.4 If Party A fails to pay the full purchase price within 5 working
days from the date of signing this Agreement as stipulated in this Agreement, Party A shall pay Party B a penalty of 0.5% of the overdue
amount for each day of delay; if the delay exceeds 15 working days, Party B shall have the right to unilaterally terminate this Agreement,
and any payments already made by Party A (if any) shall not be refunded. At the same time, Party A shall compensate Party B for all losses
suffered as a result, and Party B shall also have the right to demand that Party A continue to fulfill its payment obligations.
Article 4 Asset Transfer
4.1 Handover period: Both parties shall complete the handover of all
target assets within 10 working days after the signing and entry into force of this agreement.
4.2 Handover Contents: Party B shall deliver all physical assets, ownership
certificates, technical and financial related documents, and rights certificates of the target assets to Party A. Both parties shall jointly
verify the quantity and quality of the assets and sign the “Asset Handover Confirmation”. On the date of signing this confirmation,
the ownership, related rights, and risk of loss of the target assets shall be formally transferred to Party A.
4.3 Change of Ownership: If the target assets require registration
of change of ownership, Party B shall assist Party A in doing so within 5 working days after the handover is completed, and Party B shall
bear the relevant expenses; if the change of ownership registration cannot be completed or is delayed due to Party B’s reasons,
Party B shall bear the liability for breach of contract.
Article 5 Rights and Obligations of Both Parties
5.1 Rights and Obligations of Party A
(1) The party has the right to receive the target assets and related
materials on time in accordance with the provisions of this Agreement, and to enjoy the ownership and related rights of the target assets;
(2) The purchase price shall be paid to Party B in accordance with
the terms and amount stipulated in this Agreement;
(3) Cooperate with Party B to complete the handover of the target
assets and the registration of ownership change (if necessary), and provide necessary assistance;
(4) After receiving the target assets, the party shall be responsible
for the management and maintenance of the target assets and bear the related expenses;
(5) The other party shall not disclose the other party’s trade
secrets, financial information and the contents of this Agreement (unless otherwise agreed in writing by the other party).
5.2 Rights and Obligations of Party B
(1) The right to receive the acquisition price on time in accordance
with the provisions of this Agreement;
(2) Guarantee that the ownership of the target assets is legal and
clear, and that there are no defects in rights or undisclosed disputes, and guarantee that the Asset Appraisal Report and related materials
provided are true, legal and valid;
(3) In accordance with the provisions of this Agreement, the transfer
of the target assets shall be completed on time, and all ownership certificates, technical data, financial data, etc. of the target assets
shall be provided;
(4) Assist Party A in handling the registration procedures for the
change of ownership of the target assets (if necessary) and provide necessary cooperation and support;
(5) Before the handover is completed, the target assets shall be properly
kept and shall not be disposed of or damaged without authorization, nor shall any defects of the target assets be concealed.
(6) Bear the risks, losses and related expenses of the target assets
before the handover is completed, and bear all debts, taxes and related legal liabilities incurred before the transfer of the target assets;
(7) The other party shall not disclose the trade secrets of Party A
or the contents of this Agreement (except with the written consent of Party A).
Article 7 Liability for Breach of Contract
7.1 If Party A fails to pay the purchase price as stipulated in this
Agreement, Party A shall pay Party B a penalty of 0.5‰ of the overdue amount for each day of delay; if the delay exceeds 15 working
days, Party B shall have the right to terminate this Agreement, confiscate the deposit, and demand compensation from Party A for losses.
7.2 If Party B breaches this Agreement, causing Party A to be unable
to enjoy ownership and related rights of the target assets, Party A shall have the right to terminate this Agreement, and Party B shall
return double the deposit and compensate Party A for its losses.
7.3 If either party breaches its confidentiality obligations and discloses
the other party’s relevant information, resulting in losses, it shall compensate the other party for all losses.
Article 8 Confidentiality Clause
8.1 All trade secrets, financial information, technical data, target
asset information, and contents of this Agreement that the parties become aware of during the signing and performance of this Agreement
shall be considered confidential information.
8.2 Both parties shall take reasonable confidentiality measures and
shall not disclose the aforementioned confidential information to any third party unless required by law, required by government departments,
or with the other party’s written consent.
8.3 This confidentiality clause shall remain in effect for three years
after the termination of this Agreement. If either party breaches this confidentiality clause, it shall bear the corresponding liability
for breach of contract and compensate the other party for all losses suffered as a result.
Article 9 Force Majeure
9.1 Force majeure as used in this Agreement means objective circumstances
that are unforeseeable, unavoidable and insurmountable, including but not limited to earthquakes, floods, fires, typhoons, wars, and policy
adjustments.
9.2 If this Agreement cannot be performed or is delayed due to force
majeure, the party encountering the force majeure shall promptly notify the other party and provide relevant supporting documents within
3 working days after the occurrence of the force majeure. The parties may, based on the impact of the force majeure, negotiate to decide
on partial performance, delayed performance or termination of this Agreement, without incurring any liability for breach of contract (but
shall endeavor to minimize losses).
Article 10 Dispute Resolution
10.1 Any dispute arising during the performance of this Agreement shall
first be settled amicably through negotiation between the parties; if the negotiation fails, either party shall have the right to file
a lawsuit with the People’s Court at the location of Party A.
10.2 During the dispute resolution process, the parties shall continue
to perform all other provisions of this Agreement except for the disputed matters.
Article 11 Other
11.1 For any matters not covered in this Agreement, the parties may
enter into a supplementary agreement, which shall have the same legal effect as this Agreement; in the event of any inconsistency between
the supplementary agreement and this Agreement, the supplementary agreement shall prevail.
11.2 This agreement shall come into effect on the date of signature
and seal by both parties. It is made in four copies, with two copies held by Party A and two copies held by Party B, all of which have
equal legal effect.
11.3 Both parties confirm that the date of signing this Agreement is
March 30 , 2026 , and that the contact address and contact information of both parties are as stipulated in this Agreement. If either
party changes its contact address or contact information, it shall notify the other party in writing three working days in advance; otherwise,
the party making the change shall bear the adverse consequences arising therefrom.
(The following is intentionally left blank)
Party A (Seal): Fuzhou Golden Carnival Cultural Development Co., Ltd.
| Legal Representative/Authorized Representative (Signature): |
/s/ Fuzhou Golden Carnival Cultural Development Co., Ltd. |
Signing Date: March 30, 2026
Party B (Seal): Ningde City Xiapu County Haoyu Amusement Co., Ltd.
| Legal Representative/Authorized Representative (Signature): |
/s/ Ningde City Xiapu County Haoyu Amusement Co., Ltd. |
Signing Date: March 30, 2026
Appendix 1: List of Target Assets
| Serial Number |
Product Name |
| 1 |
High-altitude water slide (glass water slide) |
| 2 |
Rotating Tower (Drop Tower) |
| 3 |
Ferris wheel |
| 4 |
Swinging Chair |
| 5 |
Pirate Ship |
| 6 |
Self-controlled aircraft |
| 7 |
Luxury Carousel |
| 8 |
Bumper cars without skynet |
| 9 |
Space Rover |
| 10 |
Disco Turntable |
| 11 |
Spacewalk |
| 12 |
fishing |
| 13 |
Haunted House |
| 14 |
Dormitory, ticket office + office |
| 15 |
door* |
| 16 |
Transformer Capacitance Enhancement |
| 17 |
Site construction ground cost |
| 18 |
Venue painting |
| 19 |
cable |
| Party A (Seal): |
/s/ Fuzhou Golden Carnival Cultural Development Co., Ltd. |
|
| |
|
|
| Party B (Seal): |
/s/ Ningde City Xiapu County Haoyu Amusement Co., Ltd. |
|
Confirmation Date: March 30, 2026
Exhibit 99.3
Asset Acquisition Agreement
Party A (Acquiring Party): Fuzhou Golden Carnival Cultural Development
Co., Ltd.
Unified Social Credit Code:
Party B (Transferor): Fengcheng Nami Cultural Tourism Technology Co.,
Ltd.
Unified Social Credit Code:
Given:
1. Party B legally owns all the subject assets and related rights stipulated
in this Agreement, and there are no defects in title to such assets (including but not limited to mortgages, pledges, seizures, freezes,
guarantees, ownership disputes, etc.). Party B has the right to transfer such assets in accordance with the law.
2. Party B has issued an “Asset Appraisal Report” for the
assets to be transferred, and Party A has reviewed and approved the appraisal results and all contents of the report.
3. Party A intends to acquire the target assets owned by Party B as
stipulated in this Agreement, and Party B agrees to transfer the target assets to Party A in accordance with the conditions stipulated
in this Agreement. After friendly consultation, both parties, based on the principles of equality, voluntariness, fairness, good faith,
and equivalent compensation, have reached the following agreement on the acquisition of assets, which shall be jointly observed.
Article 1 Target Assets
1.1 The target assets of this acquisition are all assets legally owned
by Party B (for details, please refer to Annex 1, “List of Target Assets”), including but not limited to fixed assets, intangible
assets, current assets (such as inventory, accounts receivable, etc.) and all rights and interests related to such assets (excluding Party
B’s external debts and contingent liabilities, which shall be borne by Party B).
1.2 The quantity, quality, specifications, ownership status, etc. of
the target assets shall be based on the “Asset Appraisal Report” and the attached “List of Target Assets” issued
by Party B. Party A has fully understood and verified the target assets and voluntarily acquires such assets in accordance with the provisions
of this Agreement, and will not raise any objections due to the actual condition of the target assets (if consistent with the “Asset
Appraisal Report”).
1.3 Party B warrants that the target assets are free from any undisclosed
defects in title, mortgages, pledges, seizures, freezes, or other restrictions on transfer, and that there are no third-party claims,
ownership disputes, lawsuits, arbitrations, or other conflicts. If any of the above situations exist, Party B shall bear full responsibility
and compensate Party A for all losses suffered as a result.
Article 2 Valuation Report and Acquisition Price
2.1 Party B has issued an “Asset Appraisal Report” for
the target assets. The report is true, legal, and valid, and can objectively reflect the actual value of the target assets.
2.2 Party A acknowledges the valuation conclusion of the “Asset
Appraisal Report”, and both parties confirm that the total acquisition price of the target assets is RMB 103,199,777.22 (in words:
One Hundred and Three Million One Hundred and Ninety-Nine Thousand Seven Hundred and Seventy-Seven Yuan and Twenty-Two Fen).
2.3 The acquisition price is a fixed price, and Party A shall not be
required to pay any other fees to Party B. All expenses related to this asset acquisition (including but not limited to appraisal fees,
handling fees, etc.) shall be borne by Party B.
Article 3 Payment Method
3.1 Payment Terms: Party A shall pay the full purchase price to Party
B in one lump sum within 5 working days from the date of signing this Agreement.
3.2 Party B’s account information:
Opening Bank: Ganzhou Bank
Bank account number: 2877000103010002816
Account Name: Fengcheng Nami Cultural Tourism Technology Co., Ltd.
3.3 If Party A fails to pay the full purchase price within 5 working
days from the date of signing this Agreement as stipulated in this Agreement, Party A shall pay Party B a penalty of 0.5% of the overdue
amount for each day of delay; if the delay exceeds 15 working days, Party B shall have the right to unilaterally terminate this Agreement,
and any payments already made by Party A (if any) shall not be refunded. At the same time, Party A shall compensate Party B for all losses
suffered as a result, and Party B shall also have the right to demand that Party A continue to fulfill its payment obligations.
Article 4 Asset Transfer
4.1 Handover period: Both parties shall complete the handover of all
target assets within 10 working days after the signing and entry into force of this agreement.
4.2 Handover Contents: Party B shall deliver all physical assets, ownership
certificates, technical documents, financial documents, and related rights certificates of the target assets to Party A. After both parties
jointly verify the quantity and quality of the target assets, they shall sign an “Asset Handover Confirmation”. On the date
of signing this confirmation, the ownership, related rights, and risk of loss of the target assets shall be formally transferred to Party
A.
4.3 Change of Ownership: If the target assets require change of ownership
registration (such as real estate, intellectual property rights, etc.), Party B shall assist Party A in handling the registration within
5 working days after the handover is completed, and the relevant expenses shall be borne by Party B; if the change of ownership registration
cannot be handled or is delayed due to Party B’s reasons, Party B shall bear the liability for breach of contract.
Article 5 Rights and Obligations of Both Parties
5.1 Rights and Obligations of Party A
(1) The party has the right to receive the target assets and related
materials on time in accordance with the provisions of this Agreement, and to enjoy the ownership and related rights of the target assets;
(2) The purchase price shall be paid to Party B in accordance with
the terms and amount stipulated in this Agreement;
(3) Cooperate with Party B to complete the handover of the target assets
and the registration of ownership change (if necessary), and provide necessary assistance;
(4) After receiving the target assets, the party shall be responsible
for the management and maintenance of the target assets and bear the related expenses;
(5) The other party shall not disclose the other party’s trade
secrets, financial information and the contents of this Agreement (unless otherwise agreed in writing by the other party).
5.2 Rights and Obligations of Party B
(1) The right to receive the acquisition price on time in accordance
with the provisions of this Agreement;
(2) Guarantee that the ownership of the target assets is legal and
clear, and that there are no defects in rights or undisclosed disputes, and guarantee that the Asset Appraisal Report and related materials
provided are true, legal and valid;
(3) In accordance with the provisions of this Agreement, the transfer
of the target assets shall be completed on time, and all ownership certificates, technical data, financial data, etc. of the target assets
shall be provided;
(4) Assist Party A in handling the registration procedures for the
change of ownership of the target assets (if necessary) and provide necessary cooperation and support;
(5) Before the handover is completed, the target assets shall be properly
kept and shall not be disposed of or damaged without authorization, nor shall any defects of the target assets be concealed.
(6) Bear the risks, losses and related expenses of the target assets
before the handover is completed, and bear all debts, taxes and related legal liabilities incurred before the transfer of the target assets;
(7) The other party shall not disclose the trade secrets of Party A
or the contents of this Agreement (except with the written consent of Party A).
Article 7 Liability for Breach of Contract
7.1 If Party A fails to pay the acquisition price as stipulated in
this Agreement, Party A shall pay Party B a penalty of 0.5‰ of the overdue amount for each day of delay; if the delay exceeds 15
working days, Party B shall have the right to terminate this Agreement, confiscate any payments already made by Party A (if any) and demand
compensation from Party A for losses.
7.2 If Party B breaches this Agreement, causing Party A to be unable
to enjoy ownership and related rights of the target assets, Party A shall have the right to terminate this Agreement, and Party B shall
return double the amount already paid by Party A (if any) and compensate Party A for all losses.
7.3 If either party breaches its confidentiality obligations and discloses
the other party’s relevant information, resulting in losses, it shall compensate the other party for all losses suffered as a result.
7.4 If either party breaches any other provision of this Agreement,
it shall bear the corresponding liability for breach of contract and compensate the other party for all losses suffered as a result.
Article 8 Confidentiality Clause
8.1 All trade secrets, financial information, technical data, target
asset information, and contents of this Agreement that the parties become aware of during the signing and performance of this Agreement
shall be considered confidential information.
8.2 Both parties shall take reasonable confidentiality measures and
shall not disclose the aforementioned confidential information to any third party unless required by law, required by government departments,
or with the other party’s written consent.
8.3 This confidentiality clause shall remain in effect for three years
after the termination of this Agreement. If either party breaches this confidentiality clause, it shall bear the corresponding liability
for breach of contract and compensate the other party for all losses.
Article 9 Force Majeure
9.1 Force majeure as used in this Agreement means objective circumstances
that are unforeseeable, unavoidable and insurmountable, including but not limited to earthquakes, floods, fires, typhoons, wars, and policy
adjustments.
9.2 If this Agreement cannot be performed or is delayed due to force
majeure, the party encountering the force majeure shall promptly notify the other party and provide relevant supporting documents within
3 working days after the occurrence of the force majeure. The parties may, based on the impact of the force majeure, negotiate to decide
on partial performance, delayed performance or termination of this Agreement, without incurring any liability for breach of contract (but
shall endeavor to minimize losses).
Article 10 Dispute Resolution
10.1 Any dispute arising during the performance of this Agreement shall
first be settled amicably through negotiation between the parties; if the negotiation fails, either party shall have the right to file
a lawsuit with the People’s Court at the location of Party A.
10.2 During the dispute resolution process, the parties shall continue
to perform all other provisions of this Agreement except for the disputed matters.
Article 11 Other
11.1 For any matters not covered in this Agreement, the parties may
enter into a supplementary agreement, which shall have the same legal effect as this Agreement; in the event of any inconsistency between
the supplementary agreement and this Agreement, the supplementary agreement shall prevail.
11.2 This agreement shall come into effect on the date of signature
and seal by both parties. It is made in four copies, with two copies held by Party A and two copies held by Party B, all of which have
equal legal effect.
11.3 Both parties confirm that the date of signing this Agreement is
March 30 , 2026 , and that the contact address and contact information of both parties are as stipulated in this Agreement. If either
party changes its contact address or contact information, it shall notify the other party in writing three working days in advance; otherwise,
the party making the change shall bear the adverse consequences arising therefrom.
(The following is intentionally left blank)
Party A (Seal): Fuzhou Golden Carnival Cultural Development Co., Ltd.
| Legal Representative/Authorized Representative (Signature): |
/s/ Fuzhou Golden Carnival Cultural Development Co., Ltd. |
Signing Date: March 30, 2026
Party B (Seal): Fengcheng Nami Cultural Tourism Technology Co., Ltd.
| Legal Representative/Authorized Representative (Signature): |
/s/ Fengcheng Nami Cultural Tourism Technology Co., Ltd. |
Signing Date: March 30, 2026
Appendix 1: List of Target Assets
| Serial Number |
Equipment Name |
Specifications and Models |
Serial Number |
Equipment Number |
Equipment Name |
| 1 |
BMW Flying Car |
1 unit |
25 |
Management Office |
|
| 2 |
Giant Swing |
|
26 |
door |
|
| 3 |
Children’s go-karts |
10 units (FS-TLW) |
27 |
amusement park entrance |
|
| 4 |
Flying Tiger Cavalry |
8 seats |
28 |
Balance |
|
| 5 |
Crazy Mouse |
5 vehicles |
29 |
Butterfly Cave |
|
| 6 |
Rooster Roller |
6 units |
30 |
Butterfly Swing |
|
| 7 |
Haunted House |
1 seat |
31 |
Parent-child circular track trolley |
|
| 8 |
Pirate Ship |
|
32 |
round swing |
|
| 9 |
Motorbike boy |
6 seats |
33 |
Space Climbing |
|
| 10 |
Battle on Shark Island |
12 units, 24 seats |
34 |
Shuizhai District |
|
| 11 |
Little Firefighters |
8 units |
35 |
Expansion equipment |
|
| 12 |
Happy Farm |
6 units |
36 |
Crescent Swing |
|
| 13 |
Circular sports car |
12 units |
37 |
Water surface expansion |
|
| 14 |
Ice rink |
450 square meters |
38 |
Four-person turn |
|
| 15 |
Ferris wheel |
24 warehouses, 42 meters |
39 |
Top Scholar Castle |
|
| 16 |
Bumper cars |
11 units |
40 |
swivel chair |
|
| 17 |
gunfire |
12 guns |
41 |
rocking chair |
|
| 18 |
Four-person electric boat |
30 units |
42 |
Rainbow Slide |
|
| 19 |
Space Odyssey |
|
43 |
Rainbow Bouncy Cloud |
|
| 20 |
Interstellar Ball Sprayer |
7 units |
44 |
Skating World |
|
| twenty one |
Carousel |
24 seats |
45 |
Wooden swing |
|
| twenty two |
Rotating Tower |
25 meters high, 1 set of 16 seats |
46 |
Three people dribble in circles |
|
| twenty three |
Swinging Chair |
|
47 |
Jungle Adventure |
|
| twenty four |
Self-controlled aircraft |
12 seats |
48 |
Light-up swing |
|
| |
|
|
49 |
Cherry Blossom Swing |
|
| |
|
|
50 |
geogyrometer |
|
| Party A (Seal): |
/s/ Fuzhou Golden Carnival Cultural Development Co., Ltd. |
|
| |
|
|
| Party B (Seal): |
/s/ Fengcheng Nami Cultural Tourism Technology Co., Ltd. |
|
Confirmation Date: March 30, 2026
7
