Exhibit
10.1


 


Dated



 


(1) 


 


(2)
ALE CORPORATE SERVICES LIMITED


 





 



 


Business
Consultancy Agreement


 





 



 



     


    	 



    

 


TABLE
OF CONTENTS


 


	 	 	 	 	Page	 
	1.	 	INTERPRETATION	 	2	 
	2.	 	ENGAGEMENT	 	3	 
	3.	 	SERVICE FEES	 	3	 
	4.	 	UNDERTAKINGS	 	3	 
	5.	 	TERMINATION	 	3	 
	6.	 	CONFIDENTIALITY	 	4	 
	7.	 	MISCELLANEOUS PROVISIONS	 	4	 
	8.	 	GOVERNING LAW, JURISDICTION AND PROCESS AGENT	 	5	 



 






     


    	 



    

 


THIS
AGREEMENT is made on [    ].


 


BETWEEN:


 


		(1)	



 


		(2)	ALE
                                         CORPORATE SERVCIES LIMITED (Company No. 2114512), a company incorporated under the
                                         laws of Hong Kong, whose registered office is situated at Unit 1510, 15/F, Tower 1, Silvercord,
                                         30 Canton Road, Tsim Sha Tsui, Hong Kong (“ALECS”).



 


(and
ALECS are collectively referred to as the “Parties”, and each or any one of them is referred to as the “Party”.)


 


WHEREAS:


 


		(A)	intends
                                         to appoint as the exclusive business consultant to provide the consulting Services.



 


		(B)	ALECS
                                         has offered and has accepted that ALECS shall provide the Services to subject to and
                                         upon the terms and conditions herein contained.



 


		(C)	shall
                                         be liable for payment of the Service Fees to ALECS subject to and upon the terms and
                                         conditions herein contained.



 






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IT
IS HEREBY AGREED between the Parties as follows:


 


		1.	INTERPRETATION



 


		1.1	In
                                         this Agreement (including the recitals), the following expressions shall have the following
                                         meanings except where the context otherwise requires:



 


	“Commencement
    Date”	Means
[    ]

                                                                                                  

	“Company”	Means
                                         , or any other related company nominated by the shareholder of the aforesaid company
                                         and accepted by , which is aimed to be listed on any major Stock Exchange in the world.

         

	“Hong
    Kong Dollar” or “HK$”	Means
                                         the lawful currency of Hong Kong at the relevant time.

         

	“Services”	Means
                                         the services as set out in the Schedule.

         

	“Service
    Fees”	Means
                                         the service fees as set out in Clause 3.2.

         

	“Stock
    Exchange”	Means
                                         any major Stock Exchange in the world.

         



		1.2	In
                                         this Agreement:



 


		(a)	The
                                         Schedule(s) to this Agreement shall form part of this Agreement and shall have the same
                                         force and effect as if expressly set out in the body of this Agreement and any reference
                                         to this Agreement shall, unless the context otherwise requires, include such Schedule(s).



		(b)	Headings
                                         in this Agreement are for convenience and reference only and shall not be construed to
                                         have any binding effect and shall be ignored in construction or interpretation of this
                                         Agreement.



		(c)	Unless
                                         the context otherwise requires, words importing the singular include the plural and vice
                                         versa; words importing person include bodies corporate or unincorporate; words importing
                                         gender include every gender and the neuter gender.



		(d)	Unless
                                         the contrary intention appears, references to Clause and Schedule are to clause and schedule
                                         to or of this Agreement.



		(e)	References
                                         to a Party shall, where the context permits, include that Party’s respective successors,
                                         personal representatives and permitted assigns.



 






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		2.	ENGAGEMENT



 


		2.1	hereby
                                         agrees to engage ALECS and ALECS hereby agrees to act as Accountancy and Corporate Services
                                         Consultant of for the provision of the Services to the Company for [    ] months from [   
                                         ] to [    ] subject to and upon the terms and conditions of this Agreement.



 


		2.2	The
                                         engagement of ALECS by herein provided shall commence from the Commencement Date and,
                                         subject to the terms and conditions hereof, continue for 4 months.



 


		3.	SERVICE
                                         FEES



 


		3.1	In
                                         consideration of the provision of the Services by ALECS to , shall be liable to pay to
                                         ALECS the Service Fees.



 


		3.2	The
                                         Service Fee shall be HK$ per month from [    ] to [    ] and shall be billed payable
                                         30 days after the monthly statement.



 


		4.	UNDERTAKINGS



 


The
Company hereby irrecoverably and unconditionally undertakes and covenants that:


 


		(a)	The
                                         Company will execute and do and deliver to ALECS all such other documents, acts and things
                                         as ALECS may require in order to enable ALECS to provide the Services and to settle the
                                         Service Fees.



 


		5.	TERMINATION



 


		5.1	Notwithstanding
                                         anything contained herein, this Agreement may be terminated by ALECS by serving one month’s
                                         written prior notice to . If there is any material change of circumstances which renders
                                         ALECS unable to provide the Services, may terminate this Agreement by serving one month’s
                                         written prior notice to ALECS



 


		5.2	For
                                         the avoidance of doubt, termination of this Agreement pursuant to the terms and conditions
                                         of this Agreement shall not affect or prejudice the liabilities or obligations accrued,
                                         arisen or undertaken by the relevant Party. The Parties hereto shall remain liable to
                                         all the liabilities or obligations accrued, arisen or undertaken before the termination
                                         of this Agreement.



 






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		6.	CONFIDENTIALITY



 


No
party to this agreement shall disclose the communication (verbal and written, included but not limited to emails, letters and
reports) under this engagement (“Deliverable”) to any other person (except for its subsidiaries, affiliates and professional
advisers) without the prior written consent of the other party hereto, unless this Deliverable is required to be disclosed by
applicable law or regulations in which case the disclosing party shall, to the extent practicable and permissible by applicable
law or regulation, notify the other parties hereto of the proposed disclosure and the reasons therefor.


 


		7.	MISCELLANEOUS
                                         PROVISIONS



 


		7.1	Nature
                                         of Agreement: Notwithstanding anything contained herein, the Parties agree and declare
                                         that it is not the intention of the Parties to create or form a partnership, an agency,
                                         a joint venture, an employment or a relation of employer and employee between the Parties,
                                         and that nothing in this Agreement shall create or constitute, or be deemed to create
                                         or constitute a partnership, an agency, a joint venture, an employment or a relation
                                         of employer and employee between the Parties.



 


		7.2	Successors:
                                         This Agreement shall be binding on and shall ensure for the benefit of each Party’s
                                         successors and permitted assigns and personal representatives (as the case may be).



 


		7.3	Further
                                         Assurance: Each Party hereby undertakes to the other that it will do all such acts
                                         and things and execute all such deeds and documents as may be necessary to carry into
                                         effect or to give legal effect to the provisions of this Agreement and the transactions
                                         hereby contemplated, and for the purpose of giving to the other Party the full benefits
                                         of all provisions of this Agreement.



 


		7.4	Variation
                                         and Amendment: No variation of or amendment to this Agreement shall be valid unless
                                         it is in writing and signed by or on behalf of each Party.



 


		7.5	Severability:
                                         If any provision of this Agreement is or becomes illegal, invalid, prohibited by
                                         or unlawful or unenforceable under any applicable law of any jurisdiction, such illegality,
                                         invalidity, prohibition unlawfulness or unenforceability shall, to the extent required
                                         by such law, be severed from this Agreement and rendered ineffective so far as is possible
                                         without affecting, impairing or modifying the remaining provisions of the Agreement.



 






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		7.6	Waiver:
                                         No failure or delay by any Party in exercising or enforcing any right, remedy, power
                                         or privilege hereunder shall operate as a release or waiver thereof, nor shall any single
                                         or partial exercise or enforcement of any right, remedy, power and privilege preclude
                                         any further exercise or enforcement thereof or the exercise or enforcement of any other
                                         rights, remedy, power or privilege.



 


		7.7	Cumulative
                                         Rights: The rights, remedies, powers and privileges herein provided are cumulative
                                         and not exclusive of any rights, remedies, powers or privileges provided by laws or otherwise.



 


		7.8	Entire
                                         Agreement: This Agreement set out the entire agreement and understanding between
                                         the Parties in relation to the subject matter of this Agreement and supersedes and cancels
                                         in all respects all previous agreements, understandings and undertakings (if any) between
                                         the Parties with respect to the subject matter hereof whether written or oral.



 


		7.9	Assignment:
                                         This Agreement is personal to ALECS and may not assign, mortgage, charge or sublicense
                                         any of their rights hereunder, or sub-contract or otherwise delegate any of these obligations
                                         hereunder, except with the written consent of ALECS.



 


		7.10	Time
                                         of Essence: Time shall be of the essence of this Agreement.



 


		7.11	Counterparts:
                                         This Agreement may be executed in any number of counterparts, and this has the same
                                         effect as if the signatures on the counterparts were on a single copy of this Agreement.



 


		7.12	Costs
                                         and Expenses: Each Party shall bear its own costs, charges and expenses in relation
                                         to the negotiations leading up to the subject matter or transaction of this Agreement,
                                         and to the negotiations, preparation, execution, performance and completion of this Agreement.



 


		8.	GOVERNING
                                         LAW, JURISDICTION AND PROCESS AGENT



 


		8.1	Law:
                                         This Agreement shall be governed by and construed in all respects in accordance with
                                         the laws of Hong Kong.



 


		8.2	Jurisdiction:
                                         Each Party hereby irrevocably submits to the non-exclusive jurisdiction of the courts
                                         of Hong Kong as regards any claim, matter or proceedings arising under this Agreement
                                         but this Agreement may be enforced in any other courts of competent jurisdiction.



 


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remainder of this page is intentionally left blank.)


 






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SCHEDULE


 


SERVICES


 


		1.	Accounting
                                         Advisory Services



 


		●	Interview
                                         management and accounting team to understand Company’s business, group structure,
                                         documentary and money flow to assess the management control efficiency.



 


		●	Review
                                         Company’s hardware and software infrastructure to explore continuous improvement
                                         opportunity.



 


		●	Interview
                                         management to understand the academic and experience of accounting staff to continuously
                                         assess if there is enough technical knowledge and adequate segregation of duties to achieve
                                         the necessary internal control to avoid fraud.



 


		●	Assist
                                         Company to prepare the full set of accounts that compile with Hong Kong Financial Reporting
                                         standards.



 


		●	Examine
                                         accounting documents to assess if there is adequate documentary supporting.



 


		2.	Hong
                                         Kong Tax Filing and Minimization Opportunities 



 


		●	Examine
                                         Company’s Audited Financial Statements, Profits Tax Returns and Profits Tax Computations
                                         up to 7 past years to assess there is no material misstatements; and the tax loss &
                                         tax written value brought forward, if any have been or could be agreed by Inland Revenue
                                         Department for future profit offset.



 


		●	Understand
                                         the Company’s business nature and operation flow to assess if there are any tax
                                         minimization opportunities.



 


		●	Examine
                                         Company’s Employer’s Returns for past 7 years to see if the salary reported
                                         can be reconciled with Company’s salaries claim under profits tax.



 


		●	Propose
                                         salaries tax minimization opportunities for Company’s directors and management.



 






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ALE
CORPORATE SERVCIES LIMITED


 





	SEALED
    with the Common Seal of ALE CORPORATE SERVCIES LIMITED in the presence of and SIGNED by its director(s)/ authorized
    signature(s) duly authorized by resolution of the board of directors) for and on its behalf whose signature(s) is/are verified
    by/in the presence of:	 	)
	 	)
	 	)
	 	)
	 	)
	 	)
	 	)




 


Signature
of witness: _________________________


Name
of witness : ____________________________


 






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Executive
Page(s)


 


IN
WITNESS whereof the Parties have duly executed this Agreement as a deed the day and year first above written.


 





	SEALED with the Common Seal of in the presence of and SIGNED by its director(s)/authorized signature(s) (duly authorized by resolution of the board of directors) for and on its behalf whose signature(s) is/are verified by/in the presence of:	 	)
	 	)
	 	)
	 	)
	 	)
	 	)
	 	)




  


Signature
of witness: _________________________


Name
of witness : ____________________________



 


 


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