SHARE TRANSFER AGREEMENT, DATED OCTOBER 6, 2026, BY AND AMONG ZHENG DELIN, MINGTENG INTERNATIONAL CORPORATION INC. AND HK PHOENIX GATEWAY ALLIANCE LIMITED

Exhibit 10.1

SHARE TRANSFER AGREEMENT

This Agreement is entered into on this 6th day of October, 2026 (the “Execution Date”) by and among the following parties:

Party A (Transferor):

Name: ZHENG Delin;

ID Document Type and Number: [   ]

** **

Party B (Transferee):

Company Name: MINGTENG INTERNATIONAL CORPORATION INC. (“Party B” or the “Transferee”)

Company Registration Number: 381299

Registered Address: [   ]

Party C (Target Company):

Company Name: HK Phoenix Gateway Alliance Limited (“Party C” or the “Target Company”)

Company Number: 78770601

Registered Office Address: [   ]

WHEREAS:

As of the Execution Date, the Target Company has 10,000 issued ordinary shares (all being shares with no par value and fully paid). Party A is the sole legal and beneficial owner of the 10,000 ordinary shares, possesses the right to sell and transfer all such shares (the “Target Shares”), and the Target Shares are free and clear of any Encumbrances.

The Target Company legally and beneficially holds 100% of the equity interest in Shanghai Shangyun Yingfei Technology Co., Ltd. (hereinafter referred to as “Shanghai Shangyun Yingfei”), a Wholly Foreign-Owned Enterprise (WFOE) established within the territory of the PRC. Shanghai Shangyun Yingfei is the wholly-owned parent company of Shanghai Minwen Industrial Co., Ltd. (hereinafter referred to as “Shanghai Minwen”), meaning Shanghai Shangyun Yingfei legally and beneficially holds 100% of the equity interest in Shanghai Minwen.

According to the valuation report (Report No.: PG-HZ-2026-0229) issued by Hangzhou PG Advisory Co., Ltd., as of the valuation benchmark date of December 31, 2025, the market value of the 100% equity interest in Shanghai Minwen is USD 15,074,000.

Party A agrees to sell the Target Shares in accordance with the terms and conditions of this Agreement, and Party B agrees to purchase the Target Shares. Through the acquisition of 100% of the issued shares of the Target Company under this transaction, Party B will indirectly obtain all equity interests in Shanghai Shangyun Yingfei and Shanghai Minwen.

Through friendly negotiations, the Parties hereby agree as follows:

Article 1 Definitions and Interpretation

Article 2 Target Shares, Transfer Price and Conditions Precedent

Article 3 Closing

(1) The Bought Note, Sold Note, and Instrument of Transfer duly executed by both Party A and Party B;

(2) The original share certificate for the Target Shares, as well as the resolutions of the board of directors of the Target Company approving the transfer, the registration of Party B as a shareholder, the cancellation of the old share certificate, and the issuance of a new share certificate;

(3) First, validly appoint a natural person director designated by Party B who qualifies under the law and the Articles of Association, followed by the submission of resignation letters by current directors effective upon Completion, along with their confirmations of no claims against the Target Company; the relevant Form ND2A shall be filed with the Companies Registry within the statutory time limit;

(4) The updated Register of Members, Register of Directors, and Significant Controllers Register, Party B’s new share certificate, as well as the Group companies’ statutory registers, Articles of Association, company seals, and accounting, tax, banking, contract, and business records;

(5) Any other documents reasonably requested by Party B to acquire the Target Shares and control over the Group.

(1) Pay the Transfer Price in accordance with Article 2; and

(2) Deliver to Party A and the Target Company the Instrument of Transfer and Bought Note duly executed by Party B, as well as the board resolutions or other authorization documents approving this transaction and authorizing the execution of this Agreement.

Article 4 Representations, Warranties and Undertakings of Party A

(1) Title and Authority: Party A is the sole legal and beneficial owner of the Target Shares, the Target Shares have been validly issued and fully paid, and are free from any Encumbrances. Party A has the unrestricted right to sell and transfer the Target Shares;

(2) Corporate Existence and Compliance: The Target Company is a private company limited by shares, duly incorporated and validly existing under the Companies Ordinance of Hong Kong; Shanghai Shangyun Yingfei and Shanghai Minwen are limited liability companies duly established and validly existing under PRC law. No entity within the Group has passed any resolution for winding-up, dissolution, or any similar actions, nor has any receiver, liquidator, or administrator been appointed; each Group company has obtained the material licenses necessary for its operations and complies with applicable laws in all material respects;

(3) Share Capital: Other than the Target Shares, the Target Company has no other issued or agreed to be issued share capital, debentures, options, warrants, or rights convertible into shares; Party C is the sole legal and beneficial owner of all equity interests in Shanghai Shangyun Yingfei, and Shanghai Shangyun Yingfei is the sole legal and beneficial owner of all equity interests in Shanghai Minwen, and such equity interests are free from any Encumbrances.

(4) Finance, Liabilities, and Disclosure: The financial statements of the Group provided to Party B truly and fairly reflect its financial condition during the relevant periods in all material respects; except for the Disclosed Information, the Group has no material undisclosed liabilities, guarantees, related-party transactions, or off-balance-sheet obligations; all information provided by Party A to Party B regarding the Group is true, complete, and not misleading in all material respects;

(5) Tax and Disputes: The Group has lawfully filed all material tax returns and paid all taxes due, and there are no undisclosed material tax investigations, litigations, arbitrations, administrative penalties, or potential claims;

(6) Material Contracts and Assets: The material contracts of the Group remain in full force and effect, and there are no undisclosed circumstances where such contracts would automatically terminate or constitute a breach as a result of this transaction; the Group possesses lawful rights to its material assets, intellectual property, and business information;

(7) Labor and Data: The Group complies with applicable labor, social insurance, personal data, and data security regulations in all material respects;

(8) No Material Adverse Change: From the valuation benchmark date to the Completion Date, except for the Disclosed Information, no event has occurred that would constitute a material adverse effect on the Group’s assets, liabilities, business, or results of operations.

8.1 The occurrence of any of the following circumstances shall be deemed a material adverse change as described in Section 8 of this Article, unless such circumstances have been disclosed in the Disclosed Information:

(a) During the period from the valuation benchmark date (inclusive) to the Completion Date (inclusive), the Group incurs new liabilities (including but not limited to new borrowings, bonds payable, finance lease payables, and other financing liabilities) in a single or cumulative amount reaching or exceeding RMB 20 million;

(b) During the aforementioned period, the Group creates new external guarantees, including but not limited to providing guarantees for third-party debts in the form of surety, mortgage, pledge, or otherwise, or executing legal documents in the nature of a guarantee;

(c) During the aforementioned period, the Group’s performance falls below 50% of its performance in the same period of the preceding year. “Performance” in this item refers to the audited consolidated net profit of the Group, or any other financial metric otherwise agreed by the Parties in writing;

(d) In addition to the circumstances listed in items (a) through (c) above, any other event or circumstance occurs during the period from the valuation benchmark date (inclusive) to the Completion Date (inclusive) that causes or is likely to cause a material adverse effect on the Group’s assets, liabilities, business, or results of operations.

Article 5 Representations, Warranties and Undertakings of Party B

Party B represents, warrants, and undertakes to Party A that: it is duly established and validly existing under the laws of its place of incorporation; it possesses all requisite corporate power, authority, and approvals to execute and perform this Agreement; its source of funds is lawful and complies with applicable anti-money laundering, anti-bribery, and sanctions laws; the execution and performance of this Agreement will not breach any laws, articles of association, or contracts binding upon it; and Party B will provide information regarding its beneficial owners, source of funds, and authorized signatories upon request.

The representations and warranties of Party B are made on the Execution Date and shall be deemed repeated on the Completion Date based on the facts existing at that time.

Article 6 Stamp Duty, Tax and Registration

Article 7 Default, Indemnification and Limitation of Liability

(1) Defects in the ownership of or the right to dispose of the Target Shares;

(2) Tax liabilities originating prior to the Completion Date;

(3) Fraud, intentional misrepresentation, deliberate concealment, or willful breach; and

(4) Liabilities that cannot be limited or excluded by law.

Article 8 Governing Law and Dispute Resolution

Article 9 Miscellaneous