Exhibit 10.3


 


		Ng Wing Fai

                         Page 1 / 5




 


PRIVATE
AND CONFIDENTIAL


 


01
November 2022 


 


Mr. Ng
Wing Fai


Present


 


Dear
Wing Fai,


 


RE:
Letter of Appointment (“the Contract”) and Transfer (“Transfer”)


 


We
are pleased to inform you that with effect from 1 November 2022, the employer of your employment with AGBA Management Company
Limited, will be replaced with Tandem Money Hong Kong Limited (the “Company”). Your position will remain Group
President (Grade 8-8B), with the following terms and conditions.


 


Date
of Commencement


 


1
November 2022


 


Your
previous years of service accrued with AGBA Management Company Limited from 15 September 2015 will be taken into account
in calculating your period of service with the Company.


 


Gross
Basic Salary


 


You
will be paid an annual basic salary of HK$10,350,048 in 12 monthly installments (i.e. HK$862,504 per
month).


 


Discretionary
Annual Performance Bonus (the “Bonus”)


 


You
will continue to participate in the Discretionary Annual Performance Bonus Scheme (the “Scheme”). The Bonus amount will be
determined by the management of the Company (“the “Management”) according to the business results and your performance
(including your individual appraisal). The Bonus is of a gratuitous nature (in other words the bonus does not form part of your wages
for the purpose of the Employment Ordinance) and the Company retains full discretion to review and modify the Scheme from time to time
without prior notice to you.


 


If
you join the Company other than the first day of the calendar year, your first year’s Bonus entitlement, if any, will be calculated
on a pro-rata basis and subject to successful completion of your probation by the year-end.


 


No
Bonus will be paid if you are no longer in employment or are under notice of termination of employment, either given to or received from
the Company, at the time that Bonus is due to be paid, or if you have been disciplined and the disciplinary sanction is still current
at that time.


 


Mandatory
Provident Fund Scheme (“MPFS”)


 


Your
entitlement to the MPFS will continue and the employee contributions to the MPFS will be deducted from your monthly basic salary. Please
refer to the “Staff Handbook” for details of the MPFS.


 


AGBA Tower, 68 Johnston Road, Wan Chai, Hong Kong | 香港灣仔莊士敦道68號匯邦集團大廈


 






     


     


    

 









		Ng Wing Fai

                         Page 2 / 5





 


Office
Hours


 


The
office hours are from Monday to Friday from 9:00am to 5:30pm with a one-hour lunch break. However, subject to the nature of your
position, you are expected to work beyond such hours as are reasonably necessary to carry out your duties, as instructed or directed
by the Management.


 


Probation


 


Not
applicable or if you are under probation with AGBA Management Company Limited at the time of Transfer, your probation will
continue with the same conditions until it is successfully completed.


 


Secondment


 


You
understand that the Company may render or provide services to its associated companies. You accept and agree that the Company may second,
transfer, instruct, or direct you to work or perform your work or duties for the associated companies (as defined under the Companies
Ordinance, Cap.622) of the Company, including but not limited to the associated companies set out in the Schedule to this Contract, on
either a temporary or permanent basis and either on a part time or full time basis on the same terms and conditions as set out in this
Contract or otherwise mutually agreed between the Company and you. Further, you understand, accept, and agree that you may have to concurrently
work or perform your work or duties for the Company and its associated companies, subject to the instructions and directions of the Management.


 


For
the avoidance of doubt, the Company may change, revise, or amend any of the associated companies as set out in the Schedule to this Contract
from time to time without notice to you.


 


Annual
Leave


 


You
will be entitled to 25 working days per calendar year, if applicable, upon completion of three months’ service should your
Join Group Date is within three months at time of Transfer. It will be increased in accordance with your position grading with the Company
per the policy of the Company. Any untaken or overtaken Annual Leave balance will be carried forwarded to the Company upon Transfer.
For incomplete year of service, your entitlement will be pro-rated accordingly.


 


Fringe
Benefits


 


You
will be entitled to all fringe benefits of the Company in accordance with your Benefit Band IV upon completion of
probationary period if applicable.


 


Tax
Responsibility


 


You
will be responsible for the payment of your personal income tax.


 


AGBA Tower, 68 Johnston Road, Wan Chai, Hong Kong | 香港灣仔莊士敦道68號匯邦集團大廈


 






     


     


    

 










		Ng Wing Fai

                         Page 3 / 5





 


Termination
of Employment


 


	(a)	This
                                            Contract may be terminated by either party as follows:



 


		(i)	During
                                            the first month of probationary period, no notice is required.



 


		(ii)	Starting
                                            from the second month, either party is required to give seven (7) days written notice or
                                            salary in lieu of notice.



 


		(iii)	After
                                            written confirmation of employment, three (3) month(s) written notice or salary in lieu of
                                            notice is required.



 


	(b)	This
                                            Contract may be terminated by the Company without the notice or salary in lieu of notice
                                            to you as set out in (a) above if:



 


		(i)	you
                                            committed any act in breach of the policies and procedures of the Company or its associated
                                            companies or applicable industry codes of practice, regulatory requirements, or laws which
                                            is sufficiently serious in the circumstances to warrant summary dismissal, or you have been
                                            guilty of misconduct, fraud or dishonesty, neglect of duty or wilful disobedience; or



 


		(ii)	your
                                            work duties in relation to your position require you to act in certain capacity in compliance
                                            with the applicable regulatory or statutory requirements (local and/or overseas), such as
                                            a responsible officer under the Insurance Ordinance, Mandatory Provident Fund Schemes Ordinance,
                                            or the Securities and Futures Ordinance, the management-in-charge under the regime of the
                                            Securities and Futures Commission, or a legal representative in a foreign invested company
                                            in People’s Republic of China, and any such requirement is not discharged or met by
                                            you within a reasonable period of time.



 


Employees’
Obligations upon Termination


 


	(a)	Upon
                                            the termination of this Contract for any cause whatsoever you shall:



 


		(i)	immediately
                                            deliver up to the Company and its associated companies all documents, statistics, accounts,
                                            records, programs and other items of whatsoever nature or description which may be in your
                                            possession or under your control which relate in any way to the business or affairs of the
                                            Company and/or its associated companies and no information from or copies of any such documents
                                            as aforesaid or any part thereof shall be retained by you in any form; and



 


		(ii)	in
                                            the event that you shall in the course of this employment create any intellectual property
                                            rights which is capable of giving rise to a proprietary interest (the “Intellectual
                                            Property”) relating to or capable of being used in the businesses of the Company and/or
                                            its associated companies, the Intellectual Property shall be the property of the Company
                                            or its associated companies. The Company expects you to comply with the Intellectual Property
                                            policies of the Company and its associated companies at all times. You may not use of any
                                            Intellectual Property for a party other than the Company its associated companies unless
                                            the use is permitted or authorized by the Management. Rights and obligations under this clause
                                            shall continue to be in force after the termination of this Contract in respect of any Intellectual
                                            Property created during the term of this employment and shall be binding upon the personal
                                            representatives of yourself.



 


	(b)	During
                                            the term of this Contract and for a period of six (6) months after its termination for whatever
                                            cause, you undertake that you shall not, directly or indirectly, solicit or induce any person
                                            who is



 


		(i)	a
sales person or consultant or (ii) any person who is employed or engaged by the Company or its associated companies and with whom you
have any dealing in the course of your employment, to terminate his or her employment or engagement with the Company and/or its associated
companies.



 


AGBA Tower, 68 Johnston Road, Wan Chai, Hong Kong | 香港灣仔莊士敦道68號匯邦集團大廈


 






     


     


    

 










		Ng Wing Fai

                         Page 4 / 5





 


	(c)	You
                                            further undertake that, during the term of this Contract and for a period of six (6) months
                                            after its termination for whatever cause, you shall not, directly or indirectly, solicit
                                            business from any customers or accounts of the Company and/or its associated companies with
                                            whom you have service or dealings while you are employed by the Company. These covenants
                                            do not restrict the right of a former employee to pursue any profession or job at any time
                                            after termination of employment with the Company. You acknowledge that the restrictions imposed
                                            on you herein are reasonable and necessary to protect the trade secrets and proprietary interests
                                            of the Company and its associated companies.



 


Company
Policies, Procedures and Regulatory Requirements


 


During
the term of this Contract, you shall at all times and in all respects comply with:


 


	(a)	all
                                            internal policies and procedures from time to time issued by the Company and/or its associated
                                            companies;



 


	(b)	all
                                            laws, regulations and industry codes of practice applicable to your work and duties;



 


	(c)	the
                                            statutory and regulatory requirements as to the capacity under which your work duties require
                                            you act accordingly; and



 


	(d)	all
                                            reasonable and lawful instructions or directions given to you by the Management or under
                                            the authority of the Company.



 


Your
agreement to be bound by this clause is a condition of your employment. Failure to comply with the above will result in disciplinary
action possibly leading to dismissal.


 


Confidentiality


 


You
shall not during or after the termination of this Contract reveal or disclose to any person or persons, except what is necessary in the
proper performance of your work duties hereunder or with the prior consent of the Management so to do, any Confidential Information,
including any trade secret, which you may receive, obtain or discover in relation to the business or affairs of the Company and/or its
associated companies.


 


“Confidential
Information” means all information, know-how and records (in whatever form held) relating to the business or affairs of the Company
and/or its associated companies including (but without prejudice to the generality of the foregoing) all formulas, designs, specifications,
drawings, data, manuals and instructions and all customer lists, contact details of customers or potential customers or any suppliers
and potential suppliers of the Company and/or its associated companies, sales information and statistic, market surveys and plans, sales
techniques, price lists, business plans and methods, corporate plans, management systems, finances, maturing business opportunities,
research and development of the Company and/or its associated companies, forecasts and technical or other expertise and computer software
and accounting and tax records, correspondences, orders and enquiries that are confidential or not generally known and all such other
information in respect of which the Company and/or its associated companies is bound by a legally enforceable obligation of confidence
to a third party, and information generally understood by you or considered by the Company or its associated companies to be confidential.


 


AGBA Tower, 68 Johnston Road, Wan Chai, Hong Kong | 香港灣仔莊士敦道68號匯邦集團大廈


 






     


     


    

 









		Ng Wing Fai

                         Page 5 / 5





 


Exclusion
of Other Occupations


 


During
the term of this Contract, you shall not, without the prior written consent of the Company, engage or be concerned either directly or
indirectly as principal, agent, director, employee, or otherwise in any other trade, business, occupation or private professional practice.


 


Garden
Leave


 


The
Company reserves the right, at its sole discretion, not to assign any work to you and may at any time or from time to time direct you
not to perform some or all of your work duties or exclude you from any premises of the Company and/or its associated companies without
giving any reason. Your salary and benefits will not cease to be payable by reason only of the Company invoking any such arrangement.


 


Governing
Law


 


This
Contract will be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region (“HKSAR”).
The Company and you shall submit to the jurisdiction of the Courts of HKSAR in relation to any dispute arising in connection with this
Contract.


 


This
Contract supersedes any prior oral or written understanding regarding the terms and conditions of your employment with the Company. Details
of the other terms and conditions which apply to your employment are stated in the Staff Handbook which may be changed from time to time.


 


This
offer of employment is subject to satisfactory references from your previous employers, if applicable, and your legal capacity and status
to be employed in Hong Kong.


 


On
behalf of the Company, we extend to you a warm welcome and wish you every success in your career with the Company. Please indicate your
understanding, acceptance, and agreement of the above terms and conditions by signing and returning the duplicate of this Contract to
us.


 





	Yours
sincerely,	 	
	For and on behalf of	 	 
	AGBA
Management Company Limited and 	 	 
	Tandem Money Hong Kong Limited	 	Agreed and Accepted:
	 	 	 
	/s/ Jean
Kam	 	/s/ Ng Wing Fai
	Jean
Kam	 	Ng Wing Fai
	Head
of Human Resources	 	HKID Card No.: G289503(9)
	01 November 2022	 	Date:






 








JK/cl


 


AGBA Tower, 68 Johnston Road, Wan Chai, Hong Kong | 香港灣仔莊士敦道68號匯邦集團大廈