Exhibit 10.4


 


THIS AGREEMENT is made on this 15 July
2018


 


BETWEEN:


 


		(1)	Prestige Securities Limited, a company incorporated in Hong Kong with limited liability, whose
registered office is situated at Suite 5102, 51/F, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong (the “Company”);
and



 


		(2)	Prestige Wealth Management Limited, a company incorporated in Hong Kong with limited liability,
whose registered office is situated at Suite 5102, 51/F, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong (“PWM”).



 


WHEREAS:


 


		(A)	The Company is incorporated in Hong Kong. The Company is the tenant of the premises located at
Suite 5102, 51/F, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong (“Premises”).



 


		(B)	PWM is a company incorporated in Hong Kong, and would like to use the part of the Premises as the
office of the Company.



 


		(C)	Mr. Shi Hongtao (“Mr. Shi”) is a director of the Company, and Mrs. Zhao Xinyu (Mrs.
Zhao) is a director of PWM.



 


		(D)	The Company and PWM has agreed to enter into this Agreement to set out the principal terms and
conditions governing the provision of the Services.



 


IT IS NOW AGREED as follows:


 


1 Definitions


 


1.1 In this Agreement, the words and expressions
set out below shall have the meanings attributed to them unless the context otherwise requires:


 


	“Agreement”	this Agreement as may be amended or supplemented by the parties hereto in writing;
	 	 
	“Business Day”	a day (excluding a Saturday, Sunday or public holiday) which commercial banks in Hong Kong are generally open for normal banking business;
	 	 
	 “Hong Kong”	the Hong Kong Special Administrative Region of the People’s Republic of China;
	 	 
	“HK$”	Hong Kong dollars, the lawful currency of Hong Kong; and
	 	 
	“Services”	the sharing of the Premises by the Company with PWM and (including the sharing of office space, furnishings and facilities.


 






     


     


    

 


1.2 In this Agreement, the words and expressions
hereinafter defined shall (unless the context otherwise requires) bear the same meanings here given to them and this Agreement
shall be construed and interpreted accordingly.


 


1.3 The recitals of this Agreement shall
form an integral part of this Agreement and shall construed and have the same full force and effect as if expressly set out in
the body of this Agreement


 


1.4 Unless the context otherwise requires,
words importing the singular only shall include the plural and vice versa and words importing natural persons shall include corporations
and unincorporated associations and vice versa. The headings contained in this Agreement are for the purpose of convenience only
and do not form part of and shall not affect the construction of this Agreement or any part thereof.


 


2. Duration


 


This Agreement shall be for a term commencing
from 1 August 2018 and expiring on 31 July 2021 (both days inclusive) unless terminated earlier by agreement signed between the
parties hereto.


 


3. Provision of the Services


 


3.1 Pursuant to the terms of this Agreement,
the Company shall provide the Services to PWM.


 


3.2 In consideration of the Services, PWM
shall pay, which payment shall be made monthly in advance on the first day of each calendar month, in respect of the Services,
a fee of HK$10,000 per month, as the costs for using and occupying the office space, furnishings and facilities, and also include
the utilities costs of the Premises incurred by the Company during the term of this Agreement.


 


For avoidance of doubt, the above fee is
made with reference to, inter alia, the approximate area occupied by the relevant member of PWM, the office occupation expenses
incurred, monthly rental of entire office premises as at the date of signing of the relevant tenancy agreement with reference to
the then prevailing market price, property management fees, government rates and rent and the currency fluctuation.


 


4. Termination


 


Either party may terminate this Agreement
by giving the other party at least one month’s written notice of termination. Without prejudice to any rights and obligations
to which any of the parties to this Agreement may be entitled to before its termination, the rights and the obligations of the
parties under this Agreement shall terminate and be of no further effect upon the termination of this Agreement. Termination of
this Agreement shall not prejudice the rights and obligations of the parties to the Agreements entered into prior to the termination
of this Agreement.


 






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5. Entire agreement and partial invalidity


 


5.1 This Agreement sets out the entire
agreement and understanding between the parties hereto for the transactions contemplated herein and supersedes any previous agreements
entered into between the Company and PWM in relation to the provision of the Services, whether written or oral.


 


5.2 If at any time any provision of this
Agreement is or becomes illegal, invalid or unenforceable in any respect, the remaining provisions hereof shall in no way be affected
or impaired thereby.


 


6. Successors and assigns


 


This Agreement shall ensure to the benefit
of the successors and assigns of the respective parties hereto but shall not be assignable unless with the written consent of the
other party.


 


7. Notices


 


7.1 Any notice, demand or other communication
to be given to a party hereto pursuant to this Agreement shall be in writing and delivered or sent to the relevant party at its
address or fax number set out below:


 


	the Company:	Suite 5102, 51/F, Cheung Kong Center, 2 Queen’s Road Central, 

Hong Kong
	 	Fax No: +852 2122 8589
	 	For the attention of the Board of Directors
	 	 
	PWM:	Suite 5102, 51/F, Cheung Kong Center, 2 Queen’s Road Central, 

Hong Kong
	 	Fax No: +852 2122 8589
	 	For the attention of the Board of Directors


 


or such other address or facsimile number
as may be notified by such party to the other by at least three Business Days’ prior notice in writing.


 


7.2 Any notice or other communication shall
be deemed to have been received when left at the addresses mentioned in Clause 7.1 or if sent by fax, at the time of receipt (Gif
during office hours) or on the next working day (if outside office hours) or if sent by pre-paid post to the said address, on the
expiry of 48 hours after posting.


 


7.3 Reference in Clause 7.1 to writing
shall include a notice or communication by facsimile.


 






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8. Costs 


 


Each party hereto shall bear its own legal,
accountancy and other costs and expenses incurred in connection with the preparation, negotiation, settlement and performance of
this Agreement.


 


9. Counterparts


 


This Agreement may be signed in any number
of copies or counterparts, each of which when so signed and delivered shall be deemed an original, but all the counterparts shall
together constitute one and the same instrument.


 


10. Governing law and jurisdiction


 


10.1 This Agreement shall be governed by
and construed in all respects in accordance with the laws of Hong Kong and is executed pursuant to the laws of Hong Kong.


 


10.2 Each party hereto irrevocably agrees
that the courts of Hong Kong shall have non-exclusive jurisdiction to hear and determine any suit, action or proceeding, and to
settle any disputes which may arise out of or in connection with this Agreement and for such purposes irrevocably submits to the
jurisdiction of such courts.


 




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AS WITNESS whereof this Agreement has
been duly executed on the date first above written.


 


SIGNED by Shi Hongtao


for and on behalf of


Prestige Securities Limited


 


in the presence of :


 


Wong Ngat


  


SIGNED by Zhao Xinyu


for and on behalf of


Prestige Wealth Management Limited 


 


in the presence of :


 


Leung Ka Yee Andrew


 






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