Exclusive Business Cooperation Agreement

This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on September 30, 2019 in Hong Kong (“HK”).

Party A:Ando Holdings Limited 

Address: Room 1107 11/F Lippo Sun Plaza, 28 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong

Party B:Ando Capital Investment Limited 

Address: Room 1107 11/F Lippo Sun Plaza, 28 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong

Each of Party A and Party B shall be hereinafter referred to as a “Party” respectively, and as the “Parties” collectively.

Whereas,

A. Party A is a corporation established in State of Nevada, United States, and has the necessary resources to provide financial services;

B. Party B is a company with exclusively domestic capital registered in Hong Kong and may engage in for selling insurance products for potential prospects, and owns two China subsidiaries which can engage in factoring business in China (collectively, the “Principal Business”);

C. Party A is willing to provide Party B with financial support, consulting services and management services on exclusive basis in relation to the Principal Business during the term of this Agreement, utilizing its advantages in technology, human resources, and information, and Party B is willing to accept such services provided by Party A or Party A’s designee(s), each on the terms set forth herein.

Now, therefore, through mutual discussion, the Parties have reached the following agreements:

1.Services Provided by Party A 

1.1Party B hereby appoints Party A as Party B’s exclusive services provider to provide Party B with complete financial support, technical support, business support and related consulting services during the term of this Agreement, in accordance with the terms and conditions of this Agreement, which may include all necessary services within the scope of the Principal Business as may be determined from time to time by Party A, such as but not limited to provide information technology consulting services, management service, potential prospect pitching, etc. 

1.2Party B agrees to accept all the consultations and services provided by Party A. Party B further agrees that unless with Party A’s prior written consent, during the term of this Agreement, Party B shall not directly or indirectly accept the same or any similar consultations and/or services provided by any third party and shall not establish similar corporation relationship with any third party regarding the matters contemplated by this Agreement. Party A may appoint other parties, who may enter into certain agreements described in Section 1.3 with Party B, to provide Party B with the consultations and/or services under this Agreement. 

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1.3Service Providing Methodology 

1.3.1Party A and Party B agree that during the term of this Agreement, where necessary, Party B may enter into further technical service agreements or consulting service agreements with Party A or any other party designated by Party A, which shall provide the specific contents, manner, personnel, and fees for the specific technical services and consulting services. 

1.3.2Party B hereby grants to Party A an irrevocable and exclusive option to purchase from Party B, at Party A’s sole discretion, any or all of the assets of Party B, to the extent permitted under the Hong Kong SAR laws, at the lowest purchase price permitted by the Hong Kong SAR laws. In this case, the Parties shall enter into a separate assets transfer agreement, specifying the terms and conditions of the transfer of the assets. 

2.The Calculation and Payment of the Service Fees 

2.1The Parties agree that in respect to the services provided by Party A to Party B contemplated in this Agreement, Party B shall pay Party A the service fees (the “Service Fees”). During the term of this Agreement, the Service Fees to be paid to Party A by Party B shall be calculated quarterly based on the following formula: the time of services rendered to Party B by the employees of Party A multiplies the corresponding rate, plus amount of the services fees or ratio decided by the board of directors of Party A based on the value of services rendered by Party A and the actual income of Party B from time to time. In the event the board of directors of Party A does not adjust the aforesaid amount of service fees or ratio, the Service Fees shall be exercised in accordance with the amount of ratio decided by the latest board of directors of Party A. In any event, the Service Fees shall be substantially equal to all of the net income of Party B, subject to any requirement by Hong Kong SAR law and Article of Association. The following elements shall be taken into consideration in adjusting or deciding the Service Fees: 

2.1.1The complexity and difficulty of the services; 

2.1.2The required time of such services rendered by the employees of Party A; 

2.1.3The exact content and commercial value of the services; 

2.1.4The market price of the services of the same kind. 

2.2As unanimously agreed upon by the Parties, the exact calculation and payment methods of the Service Fees may be amended by entering into a separate written agreement. 

2.3Unless otherwise unanimously agreed upon by the Parties, the Service Fees to be paid by Party B to Party A pursuant to this Agreement shall not include any deduction or offset. 

3.Confidentiality Clauses 

3.1The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential  

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information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.

3.2The Parties agree that this Section shall survive changes to, and rescission or termination of, this Agreement. 

4.Representations and Warranties 

4.1Party A hereby represents and warrants as follows: 

4.1.1Party A is a corporation legally registered and validly existing in accordance with the laws of State of Nevada, United States. 

4.1.2Party A has taken all necessary corporate actions, obtained all necessary authorization and the consent and approval from third parties and government agencies (if any) for the execution, delivery and performance of this Agreement. Party A’s execution, delivery and performance of this Agreement do not violate any explicit requirements under any law or regulation binding on Party A. 

4.1.3This Agreement constitutes Party A’s legal, valid and binding obligations, enforceable in accordance with its terms. 

4.2Party B hereby represents and warrants as follows: 

4.2.1Party B is a company legally registered and validly existing in accordance with the laws of Hong Kong SAR and has obtained the relevant permit and license for engaging in the Principal Business in a timely manner; 

4.2.2Party B has taken all necessary corporate actions, obtained all necessary authorization and the consent and approval from third parties and government agencies (if any) for the execution, delivery and performance of this Agreement. Party B’s execution, delivery and performance of this Agreement do not violate any explicit requirements under any law or regulation binding on Party B. 

4.2.3This Agreement constitutes Party B’s legal, valid and binding obligations, and shall be enforceable against it. 

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5.Effectiveness and Term 

5.1This Agreement is executed on the date first above written and shall take effect as of such date. Unless earlier terminated in accordance with the provisions of this Agreement or relevant agreements separately executed between the Parties, the term of this Agreement shall be 10 years. 

5.2The term of this Agreement may be extended if confirmed in writing by Party A prior to the expiration thereof. The extended term shall be determined by Party A, and Party B shall accept such extended term unconditionally. 

6.Termination 

6.1Unless renewed in accordance with the relevant terms of this Agreement, this Agreement shall be terminated upon the date of expiration hereof.  

6.2During the term of this Agreement, Party B shall not terminate this Agreement prior to its expiration date. Nevertheless, Party A shall have the right to terminate this Agreement upon giving 30 days’ prior written notice to Party B at any time.  

6.3The rights and obligations of the Parties under Articles 3, 7 and 8 shall survive the termination of this Agreement. 

7.Governing Law and Resolution of Disputes  

7.1The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the laws of Hong Kong SAR. 

7.2In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party’s request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the Hong Kong International Arbitration Centre for arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in Hong Kong, and the language used in arbitration shall either be Chinese or English. The arbitration award shall be final and binding on all Parties. 

7.3Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any dispute, except for the matters under dispute, the Parties to this Agreement shall continue to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement. 

8.Indemnification 

Party B shall indemnify and hold harmless Party A from any losses, injuries, obligations or expenses caused by any lawsuit, claims or other demands against Party A arising from or caused by the consultations and services provided by Party A to Party B pursuant this Agreement, except where such losses, injuries, obligations or expenses arise from the gross negligence or willful misconduct of Party A.

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9.Notices 

9.1All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such Party set forth below. A confirmation copy of each notice shall also be sent by email. The dates on which notices shall be deemed to have been effectively given shall be determined as follows: 

9.1.1Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of receipt or refusal at the address specified for notices. 

9.1.2Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission). 

9.2For the purpose of notices, the addresses of the Parties are as follows: 

Party A: Ando Holdings Limited

Address: Room 1107 11/F Lippo Sun Plaza, 28 Canton Road, Tsim Sha Tsui, Hong Kong

Attn: Lam Chi Kwong Leo

Phone: +852 23519122

 

Party B: Ando Capital Investment Limited

Address: Room 1107 11/F Lippo Sun Plaza, 28 Canton Road, Tsim Sha Tsui, Hong Kong

Attn: Lam Chi Kwong Leo

Phone: +852 23519122

 

9.3Any Party may at any time change its address for notices by a notice delivered to the other Party in accordance with the terms hereof. 

10.Assignment 

10.1Without Party A’s prior written consent, Party B shall not assign its rights and obligations under this Agreement to any third party. 

10.2Party B agrees that Party A may assign its obligations and rights under this Agreement to any third party upon a prior written notice to Party B but without the consent of Party B.  

11.Severability 

In the event that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected or compromised in any aspect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.

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12.Amendments and Supplements 

Any amendments and supplements to this Agreement shall be in writing. The amendment agreements and supplementary agreements that have been signed by the Parties and that relate to this Agreement shall be an integral part of this Agreement and shall have the same legal validity as this Agreement.

13.Language and Counterparts 

This Agreement is written in English language in two copies, each Party having one copy with equal legal validity.

 

IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Exclusive Business Cooperation Agreement as of the date first above written.

 

Party A: Ando Holdings Limited

 

 

By:/s/ Lam Chi Kwong Leo 

Name:Lam Chi Kwong Leo 

Title:Director 

 

Party B: Ando Capital Investment Limited

 

 

By:/s/ Lam Chi Kwong Leo 

Name:Lam Chi Kwong Leo 

Title:Director 

 

 

 

 

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Loan Agreement

This Loan Agreement (this “Agreement”) is executed on September 30, 2019 by and between Ando Holdings Limited, a corporation formed under the laws of State of Nevada, United States (the “Lender”) and Lam Chi Kwong Leo, a Hong Kong Resident with the address at Room 1107, 11/F, Lippo Sun Plaza, 28 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong (the “Representative”), a 100% shareholder of Ando Capital Investment Limited, a limited liability company organized and existing under the laws of Hong Kong SAR (the “Company”). The Representative and the Lender are collectively referred to herein as “the Parties” and individually “a Party”.

WHEREAS:

1.The Representative is duly authorized by all the shareholders of the Company to secure a loan from the Lender for the purpose of increasing the registered capital of the Company, and Lender agrees to extend such a loan; 

2.Ando Holdings Limited is the Lender. Pursuant to certain VIE agreements by and among the all the shareholders of the Company, the Company and Lender, Lender effectively controls and assumed management of the business activities of the Company and has the right to receive a service fee approximately equal to 100% of the Company’s net income. 

NOW, THEREFORE, the Parties have agreed to the terms and conditions with respect to the loan hereunder as follows:

1.THE TOTAL PRINCIPAL AMOUNT AND INTEREST 

The total principal amount of the loan hereunder (the “Loan”) is HK$78,000 (the “Total Principal”), and the Loan shall be interest-free.

2.USE OF PROCEEDS 

The Representative shall use the Total Principal for the sole purpose of increasing the registered capital of the Company.

3.LOAN DRAWDOWN 

The Lender shall deposit the Total Principal to a designated Company bank account, for the sole purpose of increasing the registered capital of the Company on or before September 30, 2019.

4.LOAN REPAYMENT 

Repayment of the Loan shall be deemed to have occurred upon the earlier of (i) repayment of the Total Principal to the Lender by the Representative or (ii) when the Total Principal is transferred to a bank account of the Company designated by the Lender to be used to increase the Company’s registered capital.

5.REPRESENTATIONS AND WARRANTIES 

The Lender and the Representative hereby represent and warrant to the other Party that, as of the date of this Agreement, they are authorized to enter into this Agreement and perform all of their respective rights and obligations under this Agreement and this Agreement is valid, binding and enforceable against them in accordance with its terms.

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6.DEFAULT 

In the event the Representative uses the Total Principal other than in compliance with the terms of this Agreement, the Lender may, at its option, demand the repayment in full of the Total Principal plus a penalty interest payment at the interest rate of 0.07% per day for the period of the Loan until the Total Principal Amount is repaid in full.

7.Governing Law and Resolution of Disputes  

7.1.The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes shall be governed by the laws of Hong Kong SAR. 

7.2.In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party’s request to the other Party for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the Hong Kong International Arbitration Centre, in accordance with its then effective arbitration rules. The arbitration shall be conducted in Suzhou, and the language used in arbitration shall be either in Chinese or English. The arbitration award shall be final and binding on all Parties. 

8.MISCELLANEOUS 

8.1.The Parties shall take such additional actions as may be required to carry out the terms of this Agreement. 

8.2.This Agreement shall inure to the benefit of, and shall be binding upon, the respective successors and permitted assigns of the Parties. The Representative shall not transfer or assign any or all of its rights and obligations under this Agreement to any third party without the prior written consent of Lender. 

8.3.This Agreement may be executed by the Parties in any number of counterparts, all of which together shall constitute one and the same instrument.  

8.4.This Agreement may be amended or supplemented only through written agreement by the Parties. 

 

 

 

[Signature pages follow]

 

 

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IN WITNESS THEREFORE, the parties hereto have caused this Agreement to be executed and delivered as of the date first above written.

Representative:

 

By:/s/ Lam Chi Kwong Leo 

Name:Lam Chi Kwong Leo 

 

Ando Holdings Limited:

 

By:/s/ Lam Chi Kwong Leo 

Name:Lam Chi Kwong Leo 

Title:Director 

 

 

 

 

 

 

 

 

 

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Share Pledge Agreement

This Share Pledge Agreement (this “Agreement”) has been executed by and among the following parties on September 30, 2019 in Hong Kong:

Party A:Ando Holdings Limited (hereinafter “Pledgee”), a limited liability company organized and existing under the laws of State of Nevada, United States, with its address at Room 1107 11/F Lippo Sun Plaza, 28 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong; 

Party B:Lam Chi Kwong Leo (hereinafter “Pledgor”), with their address at Room 1107 11/F Lippo Sun Plaza, 28 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong; and 

Party C:Ando Capital Investment Limited (hereinafter “ACIL”), a limited liability company organized and existing under the laws of the Hong Kong SAR, with its address at Room 1107 11/F Lippo Sun Plaza, 28 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong. 

In this Agreement, each of Pledgee, Pledgor and ACIL shall be referred to as a “Party” respectively, and they shall be collectively referred to as the “Parties”.

Whereas:

1.Pledgor is a permanent resident of Hong Kong SAR, and hold 100% of the equity interest of ACIL. ACIL is a limited liability company registered in Hong Kong. ACIL acknowledges the respective rights and obligations of Pledgor and Pledgee under this Agreement, and intends to provide any necessary assistance in registering the Pledge; 

2.Pledgee is a corporation established in State of Nevada, United States. Pledgee and ACIL have executed an Business Cooperation Agreement in Hong Kong. 

3.To ensure that ACIL fully performs its obligations under the Business Cooperation Agreement and pay the consulting and service fees thereunder to the Pledgee when the same becomes due, Pledgor hereby pledge to the Pledgee all of the equity interest they hold in ACIL as security for payment of the consulting and service fees by ACIL under the Business Cooperation Agreement. 

To perform the provisions of the Business Cooperation Agreement, the Parties have mutually agreed to execute this Agreement upon the following terms.

Section 1.Definitions 

Unless otherwise provided herein, the terms below shall have the following meanings:

1.1Pledge: shall refer to the security interest granted by Pledgor to Pledgee pursuant to Section 2 of this Agreement, i.e., the right of Pledgee to be compensated on a preferential basis for the proceeds from the conversion, auction or sales of the Equity Interest. 

1.2Equity Interest: shall refer to all of the equity interest lawfully held now and hereafter acquired by Pledgor in ACIL. 

1.3Term of Pledge: shall refer to the term set forth in Section 3 of this Agreement. 

1.4Business Cooperation Agreement: shall refer to the Exclusive Business Cooperation Agreement executed by and between ACIL and Pledgee on September 30, 2019. 

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1.5Event of Default: shall refer to any of the circumstances set forth in Section 7 of this Agreement. 

1.6Notice of Default: shall refer to the notice issued by Pledgee in accordance with this Agreement declaring an Event of Default. 

Section 2.The Pledge 

As collateral security for the timely and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of any or all of the payments due by ACIL, including without limitation the consulting and services fees payable to the Pledgee under the Business Cooperation Agreement, Pledgor hereby pledge to Pledgee a first security interest in all of Pledgor’ right, title and interest, whether now owned or hereafter acquired by Pledgor, in the Equity Interest of ACIL.

Section 3.Term of Pledge 

The Pledge shall take effect as of the date when the pledge of the Equity Interest is recorded in the Register of Shareholders of the Company and shall remain in effect until ten (10) years after the obligations under the Business Cooperation Agreement will have been fulfilled. The parties agree that, if situations allow, they will use their best efforts to register the Pledge with the related regulatory organization at the place of registration of the Company, i.e., Hong Kong SAR. However, the parties confirm that the effectiveness of this Agreement is not subject to the registration unless the laws and regulations of the Hong Kong provide otherwise.

During the term of the Pledge, the Pledgee shall be entitled to dispose of the pledged assets in accordance with this Agreement in the event that the Pledgor do not perform their obligations under the Loan Agreement.

Section 4.Custody of Records for Equity Interest subject to Pledge 

4.1During the Term of Pledge set forth in this Agreement, Pledgor shall deliver to Pledgee’s custody the capital contribution certificate for the Equity Interest and the shareholders’ register containing the Pledge within one week from the execution of this Agreement. Pledgee shall have custody of such items during the entire Term of Pledge set forth in this Agreement. 

4.2Pledgee shall have the right to collect any and all dividends declared or generated in connection with the Equity Interest during the Term of Pledge. 

Section 5.Representations and Warranties of Pledgor 

5.1Pledgor is the sole legal and beneficial owner of the Equity Interest. 

5.2Pledgee shall have the right to dispose of and transfer the Equity Interest in accordance with the provisions set forth in this Agreement 

5.3Except for the Pledge, Pledgor have not placed any security interest or other encumbrance on the Equity Interest. 

Section 6.Covenants and Further Agreements of Pledgor 

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6.1Pledgor hereby covenant to the Pledgee, that during the term of this Agreement, Pledgor shall: 

6.1.1not transfer the Equity Interest, place or permit the existence of any security interest or other encumbrance on the Equity Interest, without the prior written consent of Pledgee, except for the performance of the Exclusive Option Agreement executed by Pledgor, the Pledgee and ACIL on the execution date of this Agreement; 

6.1.2comply with the provisions of all laws and regulations applicable to the pledge of rights, and within 5 days of receipt of any notice, order or recommendation issued or prepared by relevant competent authorities regarding the Pledge, shall present the aforementioned notice, order or recommendation to Pledgee, and shall comply with the aforementioned notice, order or recommendation or submit objections and representations with respect to the aforementioned matters upon Pledgee’s reasonable request or upon consent of Pledgee; 

6.1.3promptly notify Pledgee of any event or notice received by Pledge or that may have an impact on Pledgee’s rights to the Equity Interest or any portion thereof, as well as any event or notice received by Pledgor that may have an impact on any guarantees and other obligations of Pledgor arising out of this Agreement. 

6.2Pledgor agree that the rights acquired by Pledgee in accordance with this Agreement with respect to the Pledge shall not be interrupted or harmed by Pledgor or any heirs or representatives of Pledgor or any other persons through any legal proceedings. 

6.3To protect or perfect the security interest granted by this Agreement for payment of the consulting and service fees under the Business Cooperation Agreement, Pledgor hereby undertake to execute in good faith and to cause other parties who have an interest in the Pledge to execute all certificates, agreements, deeds and/or covenants required by Pledgee. Pledgor also undertake to perform and to cause other parties who have an interest in the Pledge to perform actions required by Pledgee, to facilitate the exercise by Pledgee of its rights and authority granted thereto by this Agreement, and to enter into all relevant documents regarding ownership of Equity Interest with Pledgee or designee(s) of Pledgee (natural persons/legal persons). Pledgor undertake to provide Pledgee within a reasonable time with all notices, orders and decisions regarding the Pledge that are required by Pledgee. 

6.4Pledgor hereby undertakes to comply with and perform all guarantees, promises, agreements, representations and conditions under this Agreement. In the event of failure or partial performance of its guarantees, promises, agreements, representations and conditions, Pledgor shall indemnify Pledgee for all losses resulting therefrom. 

Section 7.Event of Breach 

7.1The following circumstances shall be deemed Event of Default: 

7.1.1ACIL fails to fully and timely fulfill any liabilities under the Business Cooperation Agreement, including without limitation failure to pay in  

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full any of the consulting and service fees payable under the Business Cooperation Agreement or breaches any other obligations of ACIL thereunder;

7.1.2Pledgor or ACIL has committed a material breach of any provisions of this Agreement; 

7.1.3Except as expressly stipulated in Section 6.1.1, Pledgor transfer or purport to transfer or abandons the Equity Interest pledged or assigns the Equity Interest pledged without the written consent of Pledgee; and 

7.1.4The successor or custodian of ACIL is capable of only partially perform or refuses to perform the payment obligations under the Business Cooperation Agreement. 

7.2Upon notice or discovery of the occurrence of any circumstances or event that may lead to the aforementioned circumstances described in Section 7.1, Pledgor shall immediately notify Pledgee in writing accordingly. 

7.3Unless an Event of Default set forth in this Section 7.1 has been successfully resolved to Pledgee’s satisfaction within twenty (20) days after the Pledgee delivers a notice to the Pledgor requesting ratification of such Event of Default, Pledgee may issue a Notice of Default to Pledgor in writing at any time thereafter, demanding the Pledgor to immediately dispose of the Pledge in accordance with the provisions of Section 8 of this Agreement. 

Section 8.Exercise of Pledge 

8.1Prior to the full payment of the consulting and service fees described in the Business Cooperation Agreement, without the Pledgee’s written consent, Pledgor shall not assign the Pledge or the Equity Interest in ACIL. 

8.2Pledgee may issue a Notice of Default to Pledgor when exercising the Pledge. 

8.3Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in accordance with Section 7.2. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest. 

8.4In the event of default, Pledgee is entitled to dispose of the Equity Interest pledged in accordance with applicable Hong Kong SAR laws. Only to the extent permitted under applicable Hong Kong SAR laws, Pledgee has no obligation to account to Pledgor for proceeds of disposition of the Equity Interest, and Pledgor hereby waives any rights it may have to demand any such accounting from Pledgee; Likewise, in such circumstance Pledgor shall have no obligation to Pledgee for any deficiency remaining after such disposition of the Equity Interest pledged. 

8.5When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and ACIL shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement. 

Section 9.Assignment 

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9.1Without Pledgee’s prior written consent, Pledgor shall not have the right to assign or delegate its rights and obligations under this Agreement. 

9.2This Agreement shall be binding on Pledgor and its successors and permitted assigns, and shall be valid with respect to Pledgee and each of its successors and assigns. 

9.3At any time, Pledgee may assign any and all of its rights and obligations under the Business Cooperation Agreement to its designee(s) (natural/legal persons), in which case the assigns shall have the rights and obligations of Pledgee under this Agreement, as if it were the original party to this Agreement. When the Pledgee assigns the rights and obligations under the Business Cooperation Agreement, upon Pledgee’s request, Pledgor shall execute relevant agreements or other documents relating to such assignment. 

9.4In the event of a change in Pledgee due to an assignment, Pledgor shall, at the request of Pledgee, execute a new pledge agreement with the new pledgee on the same terms and conditions as this Agreement. 

9.5Pledgor shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by the Parties hereto or any of them, including the Exclusive Option Agreement and the Power of Attorney granted to Pledgee, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof. Any remaining rights of Pledgor with respect to the Equity Interest pledged hereunder shall not be exercised by Pledgor except in accordance with the written instructions of Pledgee. 

Section 10.Termination 

Upon the full payment of the consulting and service fees under the Business Cooperation Agreement and upon termination of ACIL’s obligations under the Business Cooperation Agreement, this Agreement shall be terminated, and Pledgee shall then cancel or terminate this Agreement as soon as reasonably practicable.

Section 11.Handling Fees and Other Expenses 

All fees and out of pocket expenses relating to this Agreement, including but not limited to legal costs, costs of production, stamp tax and any other taxes and fees, shall be borne by ACIL.

Section 12.Confidentiality 

The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any

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confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.

Section 13.Governing Law and Resolution of Disputes 

13.1The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the laws of Hong Kong SAR. 

13.2In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party’s request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the Hong Kong International Arbitration Centre for arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in Hong Kong, and the language used in arbitration shall either be English or Chinese. The arbitration award shall be final and binding on all Parties. 

13.3Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any dispute, except for the matters under dispute, the Parties to this Agreement shall continue to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement. 

Section 14.Notices 

14.1All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such party set forth below. A confirmation copy of each notice shall also be sent by E-mail. The dates on which notices shall be deemed to have been effectively given shall be determined as follows: 

14.2 Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of receipt or refusal at the address specified for notices. 

14.3Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission). 

14.4For the purpose of notices, the addresses of the Parties are as follows: 

Party A: Ando Holdings Limited

Address: Room 1107 11/F Lippo Sun Plaza, 28 Canton Road, Tsim Sha Tsui, Hong Kong

Attn: Lam Chi Kwong Leo

Phone: +852 23519122

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Party B: Lam Chi Kwong Leo

Address: Room 1107 11/F Lippo Sun Plaza, 28 Canton Road, Tsim Sha Tsui, Hong Kong

Phone: +852 23519122

 

Party C : Ando Capital Investment Limited

Address: Room 1107 11/F Lippo Sun Plaza, 28 Canton Road, Tsim Sha Tsui, Hong Kong

Attn: Lam Chi Kwong Leo

Phone: +852 23519122

 

14.5Any Party may at any time change its address for notices by a notice delivered to the other Parties in accordance with the terms hereof. 

Section 15.Severability 

In the event that one or several of the provisions of this Contract are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Contract shall not be affected or compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.

Section 16.Attachments 

The attachments set forth herein shall be an integral part of this Agreement.

Section 17.Effectiveness 

17.1Any amendments, changes and supplements to this Agreement shall be in writing and shall become effective upon completion of the governmental filing procedures (if applicable) after the affixation of the signatures or seals of the Parties. 

17.2This Agreement is written in English in three copies. Pledgor, Pledgee and ACIL shall hold one copy respectively. Each copy of this Agreement shall have equal validity. 

Attachments:

1.Shareholders’ Register of ACIL; 

2.The Capital Contribution Certificate for ACIL; 

3.Exclusive Business Cooperation Agreement. 

 

<<Signatures page follows>>

 

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IN WITNESS THEREFORE, the parties hereto have caused this Agreement to be executed and delivered as of the date first above written.

 

Pledgor :

 

By:/s/ Lam Chi Kwong Leo 

Name:Lam Chi Kwong Leo 

 

 

Pledgee (Ando Holdings Limited):

 

By:/s/ Lam Chi Kwong Leo 

Name:Lam Chi Kwong Leo 

Title:Director 

 

 

ACIL (Ando Capital Investment Limited):

 

By:/s/ Lam Chi Kwong Leo 

Name:Lam Chi Kwong Leo 

Title:Director 

 

 

 

 

 

 

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Power of Attorney

Lam Chi Kwong Leo is the holder of 100% of the entire registered capital in Ando Capital Investment Limited (the “Company”) (“My Shareholding”), hereby irrevocably authorize Ando Holdings Limited (“Lender”) to exercise the following rights relating to My shareholding during the term of this Power of Attorney:

Lender is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to:

1)attend shareholders’ meetings of Company; 

2)exercise all the shareholder’s rights and shareholder’s voting rights I am entitled to under the laws of Hong Kong SAR and Company’s Articles of Association, including but not limited to the sale or transfer or pledge or disposition of My Shareholding in part or in whole; and 

3)designate and appoint on behalf of myself the legal representative, director, supervisor and other senior management members of Company. 

Without limiting the generality of the powers granted hereunder, Lender shall have the power and authority under this Power of Attorney to execute the Transfer Contracts stipulated in Exclusive Option Agreement, to which I am required to be a party, on behalf of myself, and to effect the terms of the Share Pledge Agreement and Exclusive Option Agreement, both dated the date hereof, to which I am a party.

Strictly Confidential

All the actions associated with My Shareholding conducted by Lender shall be deemed as my own actions, and all the documents related to My Shareholding executed by Lender shall be deemed to be executed by me. We hereby acknowledge and ratify those actions and/or documents by Lender.

Lender is entitled to re-authorize or assign its rights related to the aforesaid matters to any other person or entity at its own discretion and without giving prior notice to me or obtaining My consent.

This Power of Attorney is coupled with an interest and shall be irrevocable and continuously valid from the date of execution of this Power of Attorney, so long as I am the shareholder of Company.

During the term of this Power of Attorney, we hereby waive all the rights associated with My Shareholding, which have been authorized to Lender through this Power of Attorney, and shall not exercise such rights by myself.

 

Lam Chi Kwong Leo		Witness:
By: /s/ Lam Chi Kwong Leo		By: /s/ Lee Hiu Lan
Name: Lam Chi Kwong Leo		Name: Lee Hiu Lan
September 30, 2019		September 30, 2019

 

 

Exclusive Option Agreement

This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of September 30, 2019 in Hong Kong:

Party A:Ando Holdings Limited, a corporation organized and existing under the laws of State of Nevada, United States, with its address at Room 1107 11/F Lippo Sun Plaza, 28 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong 

Party B:Lam Chi Kwong Leo, the shareholders of Party C (“Representatives”), with its address at Room 1107 11/F Lippo Sun Plaza, 28 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong; and 

Party C:Ando Capital Investment Limited, a limited liability company organized and existing under the laws of the Hong Kong SAR, with its address at Room 1107 11/F Lippo Sun Plaza, 28 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong. 

In this Agreement, each of Party A, Party B and Party C shall be referred to as a “Party” respectively, and they shall be collectively referred to as the “Parties”.

Whereas,

A.Representatives hold 100% of the equity interest in Party C. 

B.Representatives agree to grant Party A an exclusive equity purchase option. 

Now therefore, upon mutual discussion and negotiation, the Parties have reached the following agreement:

1.Sale and Purchase of Equity Interest 

1.1Option Granted 

In consideration of the payment of HK$78,000 by Party A, the receipt and adequacy of which is hereby acknowledged by Party B, Party B hereby irrevocably grants Party A an irrevocable and exclusive right to purchase, or designate one or more persons (each, a “Designee”) to purchase the equity interests in Party C then held by Party B once or at multiple times at any time in part or in whole at Party A’s sole and absolute discretion to the extent permitted by Hong Kong laws and at the price described in Section 1.3 herein (such right being the “Equity Interest Purchase Option”). Except for Party A and the Designee(s), no other person shall be entitled to the Equity Interest Purchase Option or other rights with respect to the equity interests of Party B. Party C hereby agrees to the grant by Party B of the Equity Interest Purchase Option to Party A. The term “person” as used herein shall refer to individuals, corporations, partnerships, partners, enterprises, trusts or non-corporate organizations.

1.2Steps for Exercise of Equity Interest Purchase Option 

Subject to the provisions of the laws and regulations of Hong Kong, Party A may exercise the Equity Interest Purchase Option by issuing a written notice to Party B (the “Equity Interest Purchase Option Notice”), specifying: (a) Party A’s decision to exercise the Equity Interest Purchase Option; (b) the portion of equity interests to be purchased from Party B (the “Optioned Interests”); and (c) the date for purchasing the Optioned Interests and/or the date for transfer of the Optioned Interests.

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1.3Equity Interest Purchase Price 

The aggregate purchase price of all the Optioned Interests of Party B to be purchased by Party A shall be equal to the capital paid in by the Shareholders, adjusted pro rata for purchase of less than all of the Equity Interest, [unless applicable laws and regulations of Hong Kong SAR require an appraisal of the Equity Interest or stipulate other restrictions regarding the Equity Interest Purchase Price (the “Equity Interest Purchase Price”).

1.4Transfer of Optioned Interests 

For each exercise of the Equity Interest Purchase Option:

1.4.1Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s); 

1.4.2Party B shall execute a share transfer contract with respect to each transfer with Party A and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding the Optioned Interests; 

1.4.3The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests to Party A and/or the Designee(s), unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the registered owner(s) of the Optioned Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement and Party B’s Share Pledge Agreement. “Party B’s Share Pledge Agreement” as used in this Section and this Agreement shall refer to the Share Interest Pledge Agreement (“Share Pledge Agreement”) executed by and among Party A, Party B and Party C as of the date hereof, whereby Party B pledges all of its equity interests in Party C to Party A, in order to guarantee Party C’s performance of its obligations under the Exclusive Business Cooperation Agreement executed by and between Party C and Party A. 

1.5Payment 

Upon exercise of the Equity Interest Purchase Option, Party A shall make payment of the Equity Interest Purchase Price set forth in Section 1.3 under this agreement to the Party B.

2.Representations and Warranties 

Party B and Party C hereby represent and warrant to Party A, jointly and severally, as of the date of this Agreement and each date of transfer of the Optioned Interests, that:

2.1

They have the authority to execute and deliver this Agreement and any share transfer contracts to which they are parties concerning the Optioned Interests to be transferred thereunder (each, a

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“Transfer Contracts”), and to perform their obligations under this Agreement and any Transfer Contracts. Party B and Party C agree to enter into Transfer Contracts consistent with the terms of this Agreement upon Party A’s exercise of the Equity Interest Purchase Option. This Agreement and the Transfer Contracts to which they are parties constitute or will constitute their legal, valid and binding obligations and shall be enforceable against them in accordance with the provisions thereof;

2.2

The execution and delivery of this Agreement or any Transfer Contracts and the obligations under this Agreement or any Transfer Contracts shall not: (i) cause any violation of any applicable laws of Hong Kong SAR; (ii) be inconsistent with the articles of association, bylaws or other organizational documents of Party C; (iii) cause the violation of any contracts or instruments to which they are a party or which are binding on them, or constitute any breach under any contracts or instruments to which they are a party or which are binding on them; (iv) cause any violation of any condition for the grant and/or continued effectiveness of any licenses or permits issued to either of them; or (v) cause the suspension or revocation of or imposition of additional conditions to any licenses or permits issued to either of them;

2.3

Party B has a good and merchantable title to the equity interests in Party C they hold. Except for Party B’s Share Pledge Agreement, Party B has not placed any security interest on such equity interests;

2.4

Party C has a good and merchantable title to all of its assets, and has not placed any security interest on the aforementioned assets; and

2.5

There are no pending or threatened litigation, arbitration or administrative proceedings relating to the equity interests in Party C, assets of Party C or Party C.

3.Effective Date 

This Agreement shall become effective upon the date hereof, and remain effective for a term of 10 years, and may be renewed at Party A’s election.

4.Governing Law and Resolution of Disputes 

4.1Governing law 

The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the formally published and publicly available laws of Hong Kong SAR. Matters not covered by formally published and publicly available laws of Hong Kong SAR shall be governed by international legal principles and practices.

4.2Methods of Resolution of Disputes 

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In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party’s request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to Hong Kong International Arbitration Centre in accordance with its Arbitration Rules. The arbitration shall be conducted in Hong Kong, and the language used in arbitration shall either be English or Chinese. The arbitration award shall be final and binding on all Parties.

5.Taxes and Fees 

Each Party shall pay any and all transfer and registration tax, expenses and fees incurred thereby or levied thereon in accordance with the laws of Hong Kong SAR in connection with the preparation and execution of this Agreement and the Transfer Contracts, as well as the consummation of the transactions contemplated under this Agreement and the Transfer Contracts.

6.Notices 

6.1

All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such Party set forth below. A confirmation copy of each notice shall also be sent by email. The dates on which notices shall be deemed to have been effectively given shall be determined as follows:

6.1.1

Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of receipt or refusal at the address specified for notices.

6.1.2

Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission).

6.2

For the purpose of notices, the addresses of the Parties are as follows:

Party A:  Ando Holdings Limited

Address: Room 1107 11/F Lippo Sun Plaza, 28 Canton Road, Tsim Sha Tsui, Hong Kong

Attn:  Lam Chi Kwong Leo

Phone: +852 23519122

 

Party B:  Lam Chi Kwong Leo

Address: Room 1107 11/F Lippo Sun Plaza, 28 Canton Road, Tsim Sha Tsui, Hong Kong

Phone: +852 23519122

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Party C:  Ando Capital Investment Limited

Address: Room 1107 11/F Lippo Sun Plaza, 28 Canton Road, Tsim Sha Tsui, Hong Kong

Attn: Lam Chi Kwong Leo

Phone: +852 23519122

 

6.3Any Party may at any time change its address for notices by a notice delivered to the other Parties in accordance with the terms hereof. 

7.Confidentiality 

The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.

8.Further Warranties 

The Parties agree to promptly execute documents that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement and take further actions that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement.

9.Miscellaneous 

9.1Amendment, change and supplement 

Any amendment, change and supplement to this Agreement shall require the execution of a written agreement by all of the Parties.

9.2Entire agreement 

Except for the amendments, supplements or changes in writing executed after the execution of this Agreement, this Agreement shall constitute the entire agreement reached by and among the Parties hereto with respect to the subject matter hereof, and shall super cede all prior oral and written consultations, representations and contracts reached with respect to the subject matter of this Agreement.

9.3Headings 

The headings of this Agreement are for convenience only, and shall not be used to interpret, explain or otherwise affect the meanings of the provisions of this Agreement.

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9.4Severability 

In the event that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected or compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.

9.5Successors 

This Agreement shall be binding on and shall inure to the interest of the respective successors of the Parties and the permitted assigns of such Parties.

9.6Survival 

9.6.1

Any obligations that occur or that are due as a result of this Agreement upon the expiration or early termination of this Agreement shall survive the expiration or early termination thereof.

9.6.2

The provisions of Sections 4, 6, 7 and this Section 9.6 shall survive the termination of this Agreement.

 

 

 

 

 

<<signing page follows>>

 

 

 

 

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IN WITNESS THEREFORE, the parties hereto have caused this Agreement to be executed and delivered as of the date first above written.

 

Party A (Ando Holdings Limited):

 

By:/s/ Lam Chi Kwong Leo 

Name:Lam Chi Kwong Leo 

Title:Director 

 

 

Party B :

 

By: /s/ Lam Chi Kwong Leo 

Name: Lam Chi Kwong Leo 

 

 

Party C (Ando Capital Investment Limited):

 

By:/s/ Lam Chi Kwong Leo 

Name:Lam Chi Kwong Leo 

Title:Director 

 

 

 

 

 

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