TRANSACTION AGREEMENT BY AND AMONG BGM GROUP LTD, CISG HOLDING LTD, PATRITION LIMITED, GM MANAGEMENT COMPANY LIMITED, DUXIAOBAO INTELLIGENT TECHNOLOGY (SHENZHEN) CO., LTD ( ( ) ) RONS INTELLIGENT TECHNOLOGY (BEIJING) CO.

TRANSACTION AGREEMENT

GM MANAGEMENT COMPANY LIMITED,

DUXIAOBAO INTELLIGENT TECHNOLOGY (SHENZHEN) CO.,

INTELLIGENT TECHNOLOGY (BEIJING) CO., LTD.

THE OTHER PARTIES NAMED HEREIN

DATED AS OF NOVEMBER 27, 2024

TRANSACTION AGREEMENT

This TRANSACTION AGREEMENT (as may be amended,

restated, supplemented or varied in accordance with the terms herein, this "Agreement") is entered into and effective

as of November 27, 2024, by and among:

Each of the parties to this Agreement is referred

to herein individually as a "Party" and collectively as the "Parties".

as of the date of this Agreement, the Seller owns 50,000 ordinary shares of Target Co. with par value of US$1.0 per share (such shares,

the "Sale Shares"), which constitute all of the issued and outstanding equity securities of Target Co..

the Seller and the other relevant parties intends to conduct a series of restructuring and reorganization arrangements (collectively,

the "Reorganization"), such that, after the completion of the Reorganization and immediately prior the Closing, each

of RONS Intelligent, Shenzhen Xinbao, RONS Sales and Shenzhen Baowang shall be the wholly Subsidiary of Target Co..

the Seller desires to sell, transfer and deliver all of the Sale Shares to the Buyer, and the Buyer desires to issue 69,995,661 Buyer

Shares (as defined below) (the number of such Buy Shares shall be the result of dividing (x) the US$ amount equivalent of RMB1,000,000,000

(the exchange rate of RMB against US$ shall be the central parity rate as published by China Foreign Exchange Trading Center and authorized

by the People's Bank of China on date of November 8, 2024, i.e., US$1.0 against RMB7.1433) by (y) the purchase price

per share of US$2.0, as appropriately adjusted for any share split, consolidation, subdivision, reclassification, recapitalization or

similar arrangement, if any) (such shares, the "Consideration Shares") in exchange for the Sale Shares, pursuant to

the terms and subject to the conditions set forth in this Agreement.

the Parties desire to make certain representations, warranties, covenants and agreements in connection with this Agreement and the transactions

contemplated hereby and to prescribe certain conditions with respect to the consummation of the transactions contemplated by this Agreement.

THEREFORE, in consideration of the premises set forth above and the Parties' respective representations, warranties,

covenants and agreements contained in this Agreement, as well as other good and valuable consideration, the receipt and sufficiency of

which are hereby acknowledged, the Parties agree as follows:

Definitions and Interpretation

Section 1.1. Definitions.

the purposes of this Agreement, in addition to the words and expressions defined elsewhere in this Agreement, the following terms

shall have the following meanings:

means, (a) with respect to any Person that is a natural person, (i) any other Person that is directly or indirectly Controlled

by such Person, (ii) such Person's spouse, lineal descendant (whether natural or adopted), brother, sister, or parent, and/or

(iii) any estate, trust or partnership that is established by or for the benefit of such Person or any Person described in (ii),

in each case, that is directly or indirectly Controlled by such Person, and (b) with respect to any Person that is not a natural

person, any other Person that is directly or indirectly Controlling, Controlled by or under common Control with such Person. For the avoidance

of doubt, any Buyer Group Company shall not be deemed to be an Affiliate of any Target Co. Group Company, and any Target Co. Group Company

shall not be deemed to be an Affiliate of any Buyer Group Company.

means any transnational, foreign or domestic federal, provincial, state or local law, statute, ordinance, treaty, constitution, regulation,

rule, code, Order, authoritative interpretation or other requirement or rule of law, including common law, as may be applicable.

means any license, consent, authorization, order, confirmation, qualification, permission, certificate, approval, authorization, record-filing,

registration, permit, waiver and/or exemption.

means a day, other than Saturday, Sunday or any other day on which commercial banks in Hong Kong, the PRC, the British Virgin Islands,

are authorized or required by Applicable Laws to close.

"Buyer Group Companies" means

the Buyer and its Subsidiaries from time to time, and each a "Buyer Group Company".

Material Adverse Effect" means any event, circumstance, development, change or effect that, individually or in the aggregate,

has or would reasonably be expected to have a material adverse effect on (a) the business, properties, assets, Liabilities, operations,

results of operations or financial condition of the Buyer Group Companies, taken as a whole, or (b) the authority or ability of the

Buyer to perform its obligations under this Agreement or any of the Transaction Agreements; provided, however, that for

purposes of clause (a) above, in no event shall any of the following exceptions, alone or in combination with the other enumerated

exceptions below, be deemed to constitute, a Buyer Material Adverse Effect: (i) any effect resulting from compliance with the terms

and conditions of, or from the announcement of the transactions contemplated by this Agreement and/or any Transaction Agreement, (ii) any

effect that results from changes affecting the industries in which the Buyer or the Buyer Group Companies operate generally, (iii) any

effect that results from changes affecting general worldwide economic conditions, provided that any such changes in (ii) and

(iii) do not disproportionately affect the Buyer Group Companies, taken as a whole, in any material respect relative to other similarly

situated participants in the industry in which they operate, with comparable business volume and similar development stage, (iv) any

pandemic, earthquake, typhoon, tornado or other natural disaster or similar force majeure event, or (v) any failure to meet any internal

or public projections, forecasts or guidance, provided that the underlying causes that lead to any failure to meet any internal

or public projections, forecasts or guidance as set forth in (v) are not included under this clause (v).

Public Reports" means the annual reports of the Buyer for the financial years ended September 30, 2022 and 2023 , and the

financial reports of the Buyer for October 1, 2023, to March 31, 2024, respectively, as publicly filed by the Buyer with SEC.

"Buyer Shares" means the class

A ordinary shares of BGM Group Ltd, par value US$0.00833335 per share (or of such other securities as shall result from a subdivision,

consolidation, re-classification or re-construction of such shares from time to time)

Companies" means Target Co. and its Subsidiaries from time to time, for the avoidance of doubt, after the completion of the

Reorganization and immediately prior the Closing, including RONS Intelligent, Shenzhen Xinbao, RONS Sales and Shenzhen Baowang, and each

a "Target Co. Group Company".

Co. Material Adverse Effect" means any event, circumstance, development, change or effect that, individually or in the aggregate,

has or would reasonably be expected to have a material adverse effect on (a) the business, properties, assets, Liabilities, operations,

results of operations or financial condition of the Target Co. Group Companies, taken as a whole, or (b) the authority or ability

of Target Co. to perform its obligations under this Agreement or any of the Transaction Agreements; provided, however, that

for purposes of clause (a) above, in no event shall any of the following exceptions, alone or in combination with the other enumerated

exceptions below, be deemed to constitute, a Target Co. Material Adverse Effect: (i) any effect resulting from compliance with the

terms and conditions of, or from the announcement of the transactions contemplated by this Agreement and/or any Transaction Agreement,

(ii) any effect that results from changes affecting the industries in which Target Co. or the Target Co. Group Companies operate

generally, (iii) any effect that results from changes affecting general worldwide economic conditions, provided that any such

changes in (ii) and (iii) do not disproportionately affect the Target Co. Group Companies, taken as a whole, in any material

respect relative to other similarly situated participants in the industry, in which they operate with comparable business volume

and similar development stage, (iv) any pandemic, earthquake, typhoon, tornado or other natural disaster or similar force majeure

event, or (v) any failure to meet any internal or public projections, forecasts or guidance, provided that the underlying

causes that lead to any failure to meet any internal or public projections, forecasts or guidance as set forth in (v) are not included

under this clause (v).

means, as to any Person, 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. The terms "Controlled by", "Controlled"

and "Controlling" shall have correlative meanings.

Filing" means the filing (including any amendments, supplements and/or modifications thereof) in relation to the issuance, allotment

and delivery of the Consideration Shares and any Transactions and any relevant supporting materials (including the PRC legal opinion to

be issued by the counsel for the Buyer on the PRC laws, where applicable) with the CSRC pursuant to the applicable requirements under

the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies ( )

and supporting guidelines issued by the CSRC on 17 February 2023 (as amended, supplemented or otherwise modified from time to time).

means the China Securities Regulatory Commission.

Representations" means the representations and warranties by Buyer in Section 3.2, Section 3.3, Section 3.4,

Section 3.5, Section 3.7(b), Section 3.13, and Section 3.15.

Representations" means the representations and warranties by the Seller in Section 4.2, Section 4.3, Section 4.4,