DATED THIS 2nd DAY OF FEBRUARY
2018


 


 


 


 


 


 


BETWEEN


 


 


 


SMARTAG INTERNATIONAL, INC.


 


 


 


AND


 


 


 


HONG KONG VANDER TRADE LIMITED


 


 


 


 


 


 


 


 





 


 


 


JOINT-VENTURE & SHAREHOLDERS' AGREEMENT


 


 


 





 


 


 


 


 




    	 



    	 



    

 


 


 


C
O N T E N T S


 


CLAUSE
HEADINGPAGE


 




	1.   DEFINITIONS AND INTERPRETATION	1
	2.   CONDITIONS PRECEDENT	3
	3.   INCORPORATION OF THE COMPANY	3
	4.   SHAREHOLDINGS OF THE COMPANY	4
	5.   BUSINESS OF THE COMPANY	4
	6.   BOARD OF DIRECTORS	6
	7.   MANAGEMENT OF THE COMPANY	7
	8.   SALE OF SHARES TO THIRD PARTY	8
	9.   FINANCE	9
	10.   FORCE MAJEURE EVENTS	10
	11.   NOTICES	10
	12.   GENERAL	10
	13.   COSTS	11
	14.   GOVERNING LAW	13
	15.   DURATION	13




    	 



    	 



    

 


 


 


THIS
AGREEMENT is made the 2nd day of February 2018


 


BETWEEN :-


 


(1)       Smartag
International Inc., ("SII") a publicly listed corporation registered in the state of Nevada, United States of America
and having its registered address at 3651 Lindell Road, STE D269, Las Vegas, NV 89103, USA of the first part;


 


AND


 


(2)       HongKong
Vander Trade Limited, (“Vander”) a company incorporated in Hong Kong and having its address for correspondence
at Unit 04, 7/F Bright Way Tower, No. 33 Mong Kook Road, Kowloon, Hong Kong of the second part.


 


WHEREAS
:-


 


		(A)	SII and VANDER had on January 1, 2016 entered into an e-Commerce
Sourcing Agreement (the “Sourcing Agreement”) whereby the two parties agreed to operate on revenue share joint efforts
whereby Vander was to source for a range of products primarily from China and SII had synergistic business in information technology
and e-Commerce with a view of handling the logistics and supply chain and remittances from purchases on the major e-Commerce platforms
in North America including Amazon, eBay and e-Walmart.



		(B)	After more than two years under the Sourcing Agreement and
thereby the two parties developed familiarity working with each other, the Parties hereto are desirous of co-operating further
with each other in a joint-venture company to carry on the business of Fintech e-Commerce and Fintech related e-Money and e-remittance
solutions to be incorporated jointly by SII and VANDER in Hong Kong.



		(C)	Upon the signing of this Agreement, the Parties shall immediately
cause the formation of the Company within two months from the date hereof whereupon the current Sourcing Agreement shall terminate
and a new working relationship commences via the new joint venture company.



 


(B)       This
Agreement sets out the terms and conditions under which the Parties will cause the Company to be incorporated and record the financial,
managerial, administrative and other arrangements agreed between the Parties in relation to their participation in the Company
and the manner in which the affairs of the Company will be regulated.


 


NOW
IT IS HEREBY AGREED as follows:-


 


1.       DEFINITIONS
AND INTERPRETATION


 


1.2       In
this Agreement, unless the context otherwise requires, the following expressions shall have the following meanings :-


 


"Agreed
Proportion" means the percentage of the Parties' shareholdings in the issued share capital of the Company as set out in
Clause 4.1 or such other proportion as will reflect the Parties' respective shareholding for the time being in the share capital
of the Company.


 


"Associate"
means a body incorporate or unincorporate in which a Party or any Director has an interest or participation whether directly or
indirectly and whether by way of equity or otherwise.


 


"Board"
means the Board of Directors of the Company.


 


"Business"
means the business of the Company referred to in Clause 5.


 


"Business
Day" means a day other than a Sunday or public holiday in Hong Kong.


 


"Company"
means the company to be incorporated by the Parties under the name "Smartag e-Business Limited" or such other
name as may be agreed by the Parties and approved by the Registrar of Companies.


 


"Directors"
means the directors of the Company.


 


"HKD"
and the sign "$" means the lawful currency of Hong Kong.


 


"Fundamental
Resolutions" means any resolutions pertaining to a matter specified in Clauses 6.4 and 7.12.


 


"Memorandum
and Articles of Association" means the Memorandum and Articles of Association of the Company in the form set out in Appendix
A hereto.


 


"Parties"
or "Party" means SII and VANDER and such one of them as the case may be.


 


"Shareholders"
or "Shareholder" means SII and Vander or Roman Cai, as nominee for Vander and such one of them as the case may
be.


 


"Shares"
means the ordinary shares of $1 each in the capital of the Company.


 


1.3       References
to Clauses, Recitals, Appendices and Schedules are to articles, recitals, appendices and schedules to this Agreement.


 


1.4       Any
reference to a statutory provision shall include such provision and any regulations made in pursuance thereof as from time to time
modified or re-enacted whether before or after the date of this Agreement so far as such modification or re-enactment applied or
is capable of applying to any transactions entered into prior to subscription of Shares pursuant to Clause 4.1 hereof and (so far
as liability thereunder may exist or can arise) shall include also any past statutory provisions or regulations (as from time to
time modified or re-enacted) which such provisions or regulations have directly or indirectly replaced.


 


1.5       Words
denoting the singular number only shall include the plural number and vice versa.


 


1.6       Words
denoting the masculine gender only shall include the feminine gender.


 


1.7       References
to persons shall be deemed to include bodies incorporate or unincorporate.


 


1.8       The
Recitals to this Agreement shall be and form an integral part of this Agreement.


 


1.9       Headings
in this Agreement are for convenient reference only and shall not be used to construe or interpret this Agreement.


 


 


2.       CONDITIONS
PRECEDENT


 


2.1       The
obligations of the Parties under this Agreement are conditional upon the following matters being done, completed or obtained, as
the case may be, prior to July 1, 2018 or such other date as the Parties may mutually agree :-


 


2.1.1       The
formation of the Company and the setting up of the Bank Account in Hong Kong; 


 


2.1.2       The
approval of the directors and shareholders of SII, as may be necessary;


 


		2.1.2	such other approvals (if any) as may be necessary from relevant
competent authority having jurisdiction over the transactions described in this Agreement being obtained on terms (if any) acceptable
to the Parties and not withdrawn or amended.



 


2.2       The
Parties shall use their best endeavour to procure fulfilment of the conditions precedent referred to in Clause 2.1 and in particular
shall furnish such information, supply such documents and do such act and thing as may be required to enable such conditions precedent
to be fulfilled.


 


2.3       If
any of the conditions precedent referred to in Clause 2.1 shall not be fulfilled by July 1,2018 or such other date as the Parties
may mutually agree this Agreement shall ipso facto cease and determine and neither Party shall have any claim against the other
for costs, damages, compensation or otherwise.


 


 


3.       INCORPORATION
OF THE COMPANY


 


3.1       Forthwith
upon the execution of this Agreement, but subject otherwise to the conditions precedent set out in Clause 2, the Parties shall
procure the incorporation of the Company or the acquisition of a shell company in Hong Kong which shall be constituted under the
terms of this Agreement.


 


3.2       The
Company shall be incorporated with an authorised capital of at least $1,000,000 divided into 1,000,000 Shares of $1 each in the
capital of the Company.


 


3.3       Upon
the incorporation of the Company, the Parties shall procure to transfer the Shares subscribed by them to SII and VANDER respectively
and shall procure the Directors to convene a meeting of the Board at which meeting the Directors shall approve:


 


		3.3.1	the transfer to SII and VANDER of the Shares subscribed by
their respective nominees pursuant to Clause 3.3;



		3.3.2	the issue of certificates in respect of all such Shares transferred
to and subscribed by SII and VANDER under the seal of the Company and in accordance with the Articles of Association.



 


 


4.       SHAREHOLDINGS
OF THE COMPANY


 


4.1       Forthwith
upon the incorporation of the Company, the Parties shall each make an unconditional application in writing to the Company for the
subscription of the following number of Shares for with the percentage of that shareholding as compared to the total issued share
capital as set out below ("the Agreed Proportion") :-


 


%
IN THE ISSUED


NO.
OF SHARESSHARE CAPITAL


TO
BE SUBSCRIBEDOF THE COMPANY 


 


		4.1.1	SII 700 70



 


		4.1.2	VANDER 300  30



 


1,000       
100% 


 


 


 


4.2       The
Partiers hereby agree that the shares for Vander may be held by Roman Cai, the founding and principle director of Vander and any
of the above shares issued therein to Vander may be held under his name as a nominee for Vander. 


 


 


 


4.3
The Parties further agree to recognise the debt due and owing to SII shall be transferred as goodwill to SII to be worth 70% of
the shareholding of the Company whereas Vander shall be entitled to 30% of the shareholding of the Company by virtue of its contribution
in terms of sourcing capability.


 


5.       BUSINESS
OF THE COMPANY


 


Notwithstanding
the Memorandum of Association the Company shall unless and until the Parties otherwise agree principally carry on the business
of trading, sourcing and distribution of e-Commerce and related e-Business, Financial information technology and consultancy and
management solutions ("the Business").


 


 


6.       BOARD
OF DIRECTORS


 


6.1       
The Chairman of the Board shall be one of the Directors nominated by the Party who for the time being as between the Parties shall
have the larger shareholding in the capital of the Company. The Chairman shall have a casting vote at a meeting of the Board or
at a general meeting of the Company.


 


6.2       If
a Chairman shall during his term of such office for any reason cease to be a Director of the Company or be removed from the office
of Chairman or have his appointment as Chairman otherwise terminated, the Party which had appointed him shall appoint forthwith
his substitute.


 


6.3       Unless
otherwise agreed to by all the Directors, at least 3 Business Days' prior written notice shall be given for all meetings of the
Board and all adjournments thereof. No business shall be transacted at any meeting of the Board unless a quorum is present.


 


 


7       MANAGEMENT
OF THE COMPANY


 


7.1       The
Company shall be managed by the Board, but the day to day administration or management of the Company may be vested in a committee
of Directors appointed by the Board who shall at all times be responsible and subject to the control of the Board.


 


7.2       The
Parties shall at all times respectively endeavour to the best of their ability to promote the Business of the Company.


 


7.3       The
Company shall at all times operate as an independent and natural entity.


 


8.       SALE
OF SHARES TO THIRD PARTY


 


8.1       If
a Party (in this Clause called the "Seller") shall wish to sell the Shares of the Seller to a third party the Seller
may only sell such Shares in accordance with the following provisions of this Clause (and a Party shall not sell or otherwise deal
in any way with its Shares other than in accordance with the provision of this Clause) :-


 


		8.1.1	the Seller may sell the whole or part of its Shares but only
in accordance with the provisions and in the manner hereinafter set out;



 


		8.1.2	the Seller may sell its Shares only if it is not in default
under this Agreement;



 


		8.1.3	the Seller shall give notice in writing ("Sale Notice")
to the other Party ("the Other Party") of its wish to sell any of its Shares specifying the price ("the Sale Price")
the number of Shares to be sold ("the Sale Shares") and the terms on which it is willing to dispose of the Sale Shares;



 


		8.1.4	within 30 days of the date of the giving to the Other Party
of the Sale Notice the Other Party shall have the option to purchase all but not part of the Sale Shares at the Sale Price and
on the terms specified in the Sale Notice [and where there are more than one purchasing party the number of Shares to be purchased
shall be in the proportion (as nearly as circumstances permit) as the number of Shares held by the other parties inter-se in the
capital of the Company];



 


		8.1.5	upon the exercise of such option the Other Party shall pay
to the Seller the Sale Price and in exchange therefor the Seller shall deliver and transfer to the Other Party full legal and beneficial
title to the Sale Shares sold free (unless otherwise agreed) from encumbrances and the Seller shall execute and do all such documents
acts and things as may be necessary to effect such delivery and transfer;



 


		8.1.6	if the Other Party shall not exercise the option referred
to in Clause 8.1.4, the Seller shall, within 90 days of the date of the giving of the Sale Notice referred to in Clause 8.1.3 (subject
as hereinafter and in Clause 8.1.9 below provided) be at liberty to sell the whole (but not part) of the Sale Shares to a third
party on terms no more favourable than those specified in the Sale Notice provided the transferee shall as a condition of such
sale enter into an agreement supplemental hereto in terms reasonably satisfactory to the Other Party whereunder the transferee
accepts and agrees to be bound by the terms of this Agreement (subject only to such variations, additions and other alterations
as may be necessary to make such covenant consistent with this Agreement and this Agreement shall have full force and effect and
shall be read and construed and be binding on such third party as if the terms of such covenants were inserted in this Agreement
by way of addition or substitution or deletion as the case may be) and until the transferee is so bound the transfer shall not
be registered in favour of the transferee;



 


		8.1.7	notwithstanding the transfer of the Sale Shares the Seller
shall remain liable and be responsible for the due discharge, performance and observance of all its liabilities and obligations,
whether actual or contingent, arising out of or on or in respect of or in connection with this Agreement at any time up to and
including the date of the transfer of the Sale Shares and, unless the Sale Shares constitute the whole of the Seller's Shares,
the Seller shall continue to be bound by this Agreement;



 


		8.1.8	the Seller shall remain entitled to all rights and benefits
arising out of or on or in respect of or in connection with the Sale Shares up to and including the date of the transfer of the
Sale Shares; and



 


		8.1.9	if the Sale Shares are not sold to a third party within 90
days in accordance with Clause 8, any subsequent sale shall be made in accordance with the procedure described in this Clause.



 


8.2       In
the event that any part of the Shares held by any of the Parties is at any time and from time to time transferred to a third party
or parties, then it shall be the responsibility of the Party so transferring such Shares to make it a condition of such transfer
whereby such transferee accepts and is bound by the terms of this Agreement (subject only to such variations, additions and other
alterations as may be necessary to make such covenant consistent with this Agreement and this Agreement shall have full force and
effect and shall be read and construed and be enforceable as if the terms of such covenant are inserted in this Agreement by way
of addition or substitution or deletion as the case may be) and until such transferee is so bound the transfer shall not be effective.


 


8.3       Notwithstanding
the provisions of this Clause 8 but subject to the provisions of Clause 8.2 a Shareholder may in the case of a company transfer
the whole of its Shares to a company which is either its holding or subsidiary company or its holding company's wholly owned subsidiary.


 


 


9.       FINANCE


 


9.1       Each
Shareholder shall use its best endeavour to procure that the funds required to finance the Business are met as far as practicable
by borrowings from banks or financial institutions on the most favourable terms reasonably obtainable as to interest, repayment
and security. Notwithstanding the foregoing, any Shareholder may at its discretion advance such funds to the Company on such commercial
terms as may be agreed between the Company and that Shareholder.


 


9.2       In
the event the Company is unable to procure any borrowings from banks or financial institutions or any Shareholder as aforesaid,
the Shareholders shall use its best endeavour to advance or procure the advance of funds to the Company in the Agreed Proportion.


 


 


10.       FORCE
MAJEURE EVENTS


 


In
the event that any Party shall be rendered unable to carry out the whole or any part of its obligations under this Agreement for
any reason beyond the control of that Party, including but not limited to decrees or restrains by governmental authorities, acts
of God, force majeure, strikes, war, riot and any other causes of such nature, then the performance of the obligations hereunder
of that Party or all the Parties as the case may be and as they are affected by such cause shall be excused during the continuance
of any inability so caused, but such inability shall as far as possible be remedied with all reasonable despatch.


 


 


11.       NOTICES


 


11.1       Subject
as otherwise provided in this Agreement, all notices, demands or other communications required or permitted to be given or made
hereunder shall be in writing and delivered personally or sent by prepaid registered post or by facsimile message addressed to
the intended recipient thereof at its address or its facsimile number set out below (or to such other address or facsimile number
as any party may from time to time notify the others for the purpose of this Clause).


 


11.2       Any
notice, demand or communication shall be deemed to have been duly served :-


 


		11.2.1	if delivered personally, on the day of delivery;



 


		11.2.2	if sent by email on the day of the conclusion of transmission;
and



 


		11.2.3	if sent by registered letter, 5 Business Days after posting
and in proving the same it shall be sufficient to show that the envelope containing the notice, demand or communication was duly
addressed, stamped and posted.



 


11.3       The
initial addresses and members of the Parties for the purposes of this Agreement are :-


 


		11.3.1	SII:Smartag International, Inc. 



3651
Lindell Road, STE D269, Las Vegas, NV 89103, USA


 


 


 


 


 


		11.3.2	VANDER:HongKong Vander Trade Limited



Unit
04, 7/F Bright Way Tower, No. 33 Mong Kook Road, Kowloon, Hong Kong


 


 


Email:


 


12.       GENERAL


 


		12.1	Release and Indulgence



 


12.1       Any
liability to any of the Parties hereunder may in whole or in part be released, compounded or compromised by time or indulgence
given by the other Parties in their absolute discretion without in any way prejudicing or affecting their rights against that Party.


 


12.1.2       No
failure or delay on the part of any Party in exercising any power or right hereunder shall operate as a waiver thereof nor shall
any single or partial exercise of such right or power preclude any other or further exercise of any other right or power hereunder.


 


12.2       Secrecy


 


12.2.1       The
Parties undertake that they shall keep strictly secret and confidential all information of a proprietary nature relating to the
operations of the Company.


 


12.2.2       Each
of the Parties covenants with the other Party that it shall maintain strict confidence and secrecy of all information of a proprietary
nature it shall receive, directly or otherwise, pursuant to this Agreement save and except such disclosure as are required to be
made pursuant to law.


 


12.3.       Entire
Agreement & Modifications


 


12.3.1       This
Agreement and the agreements referred to herein embodies all the terms and conditions agreed upon amongst the Parties as to the
subject matter of this Agreement and supersedes and cancels in all respects all previous agreements and undertakings, amongst the
Parties with respect to the subject matter hereof whether such be written or oral.


 


12.3.2       This
Agreement shall not be altered, changed, supplemented, or amended except by written instruments signed by the Parties.


 


12.4       Parties
not Partners


 


Nothing
in this Agreement shall constitute a partnership among the Parties nor constitute one Party the general agents of the other Party
and vice versa.


 


12.5       Prevalence
of Agreement


 


This
Agreement shall prevail over the Memorandum and Articles of Association for the time being of the Company to the extent of any
inconsistencies that may arise between this Agreement and the Memorandum and Articles of Association. In the event of any inconsistency
arising, the Parties shall forthwith cause such necessary alterations to be made to the Articles of Association as required to
resolve such inconsistency.


 


		12.6	Remedies



 


No
remedy conferred by any of the provisions of this Agreement is intended to be exclusive of any remedy which is otherwise available
at law, in equity, by statute or otherwise, and each and every other remedy shall be cumulative and shall be in addition to every
other remedy available.


 


		12.7	Further Assurance



 


The
Parties shall co-operate with each other and execute and deliver to the other such other instruments and documents and take such
other activities as may be reasonably requested from time to time in order to carry out, evidence and confirm their rights and
the intended purpose of this Agreement.


 


12.8       No
Assignment


 


12.8.1       Subject
to the provisions of Clause 10 none of the Parties shall transfer or assign all or any of its rights obligations or benefits hereunder
to any third party.


 


12.8.2       This
Agreement shall be binding on the Parties and their respective successors and assigns.


 


 


13.       COSTS


 


Each
of the Parties shall bear its own legal and other costs and expenses incurred in connection with this Agreement and the sale and
purchase of the Shares.


 


 


14.       GOVERNING
LAW


 


This
Agreement shall be governed by and construed in accordance with the laws of Hong Kong and the Parties agree to be subject to the
non-exclusive jurisdiction of the Courts in Hong Kong.


 


 


15.       DURATION


 


This
Agreement shall remain in force between the Parties so long as both the Parties continue to hold Shares in the Company.




    	 



    	 



    

 


 


IN
WITNESS WHEREOF the Parties have hereunto set their respective hands the day and year first above written.


 


 


SIGNED
BY)


/s/
Lock Sen Yow)


for
and on behalf of)


)


SMARTAG
INTERNATIONAL, INC.)


)


 


 


 


 


 


 


 


 


 


 


 


 


SIGNED
BY)


/s/
Yang Yecai)


for
and on behalf of)


)


HONG
KONG VANDER TRADE LTD)


)