Exhibit
10.1


 


EMPLOYMENT
AGREEMENT


 


This
EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of February 1, 2019 by and between Prestige Wealth
Inc., a company incorporated and existing under the laws of the Cayman Islands (the “Company”), and Hongtao Shi, an
individual (the “Executive”). The term “Company” as used herein with respect to all obligations of
the Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates,
or subsidiaries or affiliates of its parent companies (collectively, the “Group”).


 


RECITALS


 


The
Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined
below).


 


The
Executive desires to be employed by the Company during the term of Employment and upon the terms and conditions of this Agreement.


 


AGREEMENT


The
parties hereto agree as follows:


 


		1.	POSITION


 


The
Executive hereby accepts a position of Chief Executive Officer of the Company (the “Employment”).


 


		2.	TERM


 


Subject
to the terms and conditions of this Agreement, the initial term of the Employment shall be three years, commencing on February 1, 2019
(the “Effective Date”), unless terminated earlier pursuant to the terms of this Agreement. Upon expiration of the
three-year term, the Employment shall be automatically extended for successive three-year terms unless either party gives the other party
hereto a three-month prior written notice to terminate the Employment prior to the expiration of such three-year term or unless terminated
earlier pursuant to the terms of this Agreement.


 


		3.	PROBATION


 


No
probationary period.


 


		4.	DUTIES
                                            AND RESPONSIBILITIES


 


The
Executive’s duties at the Company will include all jobs assigned by the Company’s Board of Directors (the “Board”).


 


The
Executive shall devote all of his working time, attention and skills to the performance of his duties at the Company and shall faithfully
and diligently serve the Company in accordance with this Agreement, the Memorandum and Articles of Association of the Company
(the “Articles of Association”), and the guidelines, policies and procedures of the Company approved from time to
time by the Board.


 


		5.	NO
                                            BREACH OF CONTRACT


 


The
Executive shall use his best efforts to perform his duties hereunder. The Executive shall not, without prior consent of the Board,
become an employee of any entity other than the Company and any subsidiary or affiliate of the Company, and shall not be concerned or
interested in any business or entity that directly or indirectly competes with the Group (any such business or entity, a “Competitor”),
provided that nothing in this clause shall preclude the Executive from holding shares or other securities of any Competitor that is listed
on any securities exchange or recognized securities market anywhere, provided however, that the Executive shall notify
the Company in writing prior to his obtaining a proposed interest in such shares or securities in a timely manner and with such details
and particulars as the Company may reasonably require. The Company shall have the right to require the Executive to resign from
any board or similar body which he may then serve if the Board reasonably determines in writing that the Executive’s service on
such board or body interferes with the effective discharge of the Executive’s duties and responsibilities to the Company or that
any business related to such service is then in competition with any business of the Company or any of its subsidiaries or affiliates.


 






     


     


    

 


The
Executive hereby represents to the Company that: (i) the execution and delivery of this Agreement by the Executive and the performance
by the Executive of the Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any
other agreement or policy to which the Executive is a party or otherwise bound, except for agreements that are required to be entered
into by and between the Executive and any member of the Group pursuant to applicable law of the jurisdiction where the Executive is based,
if any; (ii) that the Executive has no information (including, without limitation, confidential information and trade secrets) relating
to any other person or entity which would prevent, or be violated by, the Executive entering into this Agreement or carrying out his
duties hereunder; (iii) that the Executive is not bound by any confidentiality, trade secret or similar agreement (other than this)
with any other person or entity except for other member(s) of the Group, as the case may be.


 


		6.	LOCATION


 


The
Executive will be based in Hong Kong, until both parties hereto agree to change otherwise. The Executive acknowledges that he may be
required to travel from time to time in the course of performing his duties for the Company.


 


		7.	COMPENSATION
                                            AND BENEFITS


 


		(a)	Compensation. The
                                            Executive’s cash compensation (inclusive of the statutory welfare reserves that the
                                            Company is required to set aside for the Executive under applicable law) shall be provided
                                            by the Company in a separate schedule A attached herein (“Schedule A”)
                                            or as specified in a separate agreement between the executive and the company’s designated
                                            subsidiary or affiliated entity, subject to annual review and adjustment by the Company or
                                            the compensation committee of the Board. The cash compensation may be paid
                                            by the Company, a subsidiary or affiliated entity or a combination thereof, as designated
                                            by the Company from time to time.


 


		(b)	Equity
                                            Incentives. To the extent the Company adopts and maintains a share incentive plan,
                                            the Executive will be eligible to participate in such plan pursuant to the terms thereof.


 


		(c)	Benefits. The
                                            Executive is eligible for participation in any standard employee benefit plan of the Company
                                            that currently exists or may be adopted by the Company in the future, including, but not
                                            limited to, any retirement plan, life insurance plan, health insurance plan and travel/holiday
                                            plan.


 


		8.	TERMINATION
                                            OF THE AGREEMENT


 


		(a)	By
                                            the Company. The Company may terminate the Employment for cause, at any time, without
                                            notice or remuneration, if the Executive (1) commits any serious or persistent breach
                                            or non-observance of the terms and conditions of your employment; (2) is convicted of
                                            a criminal offence other than one which in the opinion of the Board does not affect the executive’s
                                            position as an employee of the Company, bearing in mind the nature of your duties and the
                                            capacity in which the executive is employed; (3) willfully disobeys a lawful and reasonable
                                            order; (4) misconducts himself and such conduct being inconsistent with the due and
                                            faithful discharge of the Executive’s material duties; (5) is guilty of fraud
                                            or dishonesty; or (6) is habitually neglectful in his duties. The Company may terminate
                                            the Employment without cause at any time with a three-month prior written notice to the Executive
                                            or by payment of three months’ salary in lieu of notice.


 






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		(b)	By
                                            the Executive. The Executive may terminate the Employment at any time with a three-month
                                            prior written notice to the Company or by payment of three months’ salary in lieu of
                                            notice. In addition, the Executive may resign prior to the expiration of the Agreement
                                            if such resignation or an alternative arrangement with respect to the Employment is approved
                                            by the Board.


 


		(c)	Notice
                                            of Termination. Any termination of the Executive’s employment under this Agreement
                                            shall be communicated by written notice of termination from the terminating party to the
                                            other party. The notice of termination shall indicate the specific provision(s) of
                                            this Agreement relied upon in effecting the termination.


 


		9.	CONFIDENTIALITY
                                            AND NONDISCLOSURE


 


		(a)	Confidentiality
                                            and Non-disclosure. The Executive hereby agrees at all times during the term of
                                            his employment and after termination, to hold in the strictest confidence, and not to use,
                                            except for the benefit of the Group, or to disclose to any person, corporation or other entity
                                            without written consent of the Company, any Confidential Information. The Executive understands
                                            that “Confidential Information” means any proprietary or confidential
                                            information of the Group, its affiliates, their clients, customers or partners, and the Group’s
                                            licensors, including, without limitation, technical data, trade secrets, research and development
                                            information, product plans, services, customer lists and customers (including, but not limited
                                            to, customers of the Group on whom the Executive called or with whom the Executive became
                                            acquainted during the term of his employment), supplier lists and suppliers, software, developments,
                                            inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration
                                            information, personnel information, marketing, finances, information about the suppliers,
                                            joint ventures, licensors, licensees, distributors and other persons with whom the Group
                                            does business, information regarding the skills and compensation of other employees of the
                                            Group or other business information disclosed to the Executive by or obtained by the Executive
                                            from the Group, its affiliates, or their clients, customers or partners either directly or
                                            indirectly in writing, orally or by drawings or observation of parts or equipment, if specifically
                                            indicated to be confidential or reasonably expected to be confidential. Notwithstanding the
                                            foregoing, Confidential Information shall not include information that is generally available
                                            and known to the public through no fault of the Executive.


 


		(b)	Company
                                            Property. The Executive understands that all documents (including computer records,
                                            facsimile and e-mail) and materials created, received or transmitted in connection
                                            with his work or using the facilities of the Group are property of the Group and subject
                                            to inspection by the Group, at any time. Upon termination of the Executive’s employment
                                            with the Company (or at any other time when requested by the Company), the Executive will
                                            promptly deliver to the Company all documents and materials of any nature pertaining to his
                                            work with the Company and will provide written certification of his compliance with this
                                            Agreement. Under no circumstances will the Executive have, following his termination, in
                                            his possession any property of the Group, or any documents or materials or copies thereof
                                            containing any Confidential Information.


 


		(c)	Former
                                            Employer Information. The Executive agrees that he has not and will not, during
                                            the term of his employment, (i) improperly use or disclose any proprietary information
                                            or trade secrets of any former employer or other person or entity with which the Executive
                                            has an agreement or duty to keep in confidence information acquired by Executive, if any,
                                            or (ii) bring into the premises of the Group any document or confidential or proprietary
                                            information belonging to such former employer, person or entity unless consented to in writing
                                            by such former employer, person or entity. The Executive will indemnify the Group and
                                            hold it harmless from and against all claims, liabilities, damages and expenses, including
                                            reasonable attorneys’ fees and costs of suit, arising out of or in connection with
                                            any violation of the foregoing.


 






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		(d)	Third
                                            Party Information. The Executive recognizes that the Group may have received, and
                                            in the future may receive, from third parties their confidential or proprietary information
                                            subject to a duty on the Group’s part to maintain the confidentiality of such information
                                            and to use it only for certain limited purposes. The Executive agrees that the Executive
                                            owes the Group and such third parties, during the Executive’s employment by the Company
                                            and thereafter, a duty to hold all such confidential or proprietary information in the strictest
                                            confidence and not to disclose it to any person or firm and to use it in a manner consistent
                                            with, and for the limited purposes permitted by, the Group’s agreement with such third
                                            party.


 


This
Section 9 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this Section 9,
the Company shall have right to seek remedies permissible under applicable law.


 


		10.	WITHHOLDING
                                            TAXES


 


Notwithstanding
anything else herein to the contrary, the Company may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise
due or payable under or pursuant to this Agreement such national, provincial, local or any other income, employment, or other taxes as
may be required to be withheld pursuant to any applicable law or regulation.


 


		11.	NOTIFICATION
                                            OF NEW EMPLOYER


 


In
the event that the Executive leaves the employ of the Company, the Executive hereby grants consent to notification by the Company to
his new employer about his rights and obligations under this Agreement.


 


		12.	ASSIGNMENT


 


This
Agreement is personal in its nature and neither of the parties hereto shall, without the consent of the other, assign or transfer this
Agreement or any rights or obligations hereunder; provided, however, that (i) the Company may assign or transfer this
Agreement or any rights or obligations hereunder to any member of the Group without such consent, and (ii) in the event of a merger,
consolidation, or transfer or sale of all or substantially all of the assets of the Company with or to any other individual(s) or
entity, this Agreement shall, subject to the provisions hereof, be binding upon and inure to the benefit of such successor and such successor
shall discharge and perform all the promises, covenants, duties, and obligations of the Company hereunder.


 


		13.	SEVERABILITY


 


If
any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications
of this Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of this Agreement
are declared to be severable.


 


		14.	ENTIRE
                                            AGREEMENT


 


This
Agreement constitutes the entire agreement and understanding between the Executive and the Company regarding the terms of the Employment
and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter, other than any such agreement
under any employment agreement entered into with a subsidiary of the Company at the request of the Company to the extent such agreement
does not conflict with any of the provisions herein. The Executive acknowledges that he has not entered into this Agreement
in reliance upon any representation, warranty or undertaking which is not set forth in this Agreement. Any amendment to this Agreement
must be in writing and signed by the Executive and the Company.


 


		15.	REPRESENTATIONS


 


The
Executive hereby agrees to execute any proper oath or verify any proper document required to carry out the terms of this Agreement. The
Executive hereby represents that the Executive’s performance of all the terms of this Agreement will not breach any agreement to
keep in confidence proprietary information acquired by the Executive in confidence or in trust prior to his employment by the Company.
The Executive has not entered into, and hereby agrees that he will not enter into, any oral or written agreement in conflict with this
Section 18. The Executive represents that the Executive will consult his own consultants for tax advice and is not relying on the
Company for any tax advice with respect to this Agreement or any provisions hereunder.


 






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		16.	GOVERNING
                                            LAW


 


This
Agreement shall be governed by and construed in accordance with the laws of the State of New York.


 


		17.	ARBITRATION


 


Any
dispute arising out of, in connection with or relating to, this Agreement shall be resolved through arbitration pursuant to this Section 20.
The arbitration shall be conducted in Hong Kong under the auspices of the Hong Kong International Arbitration Centre (the “Centre”)
in accordance with the rules of the United Nations Commission of International Trade Law (“UNCITRAL Rules”) in effect
at the time of the arbitration. There shall be one arbitrator. The award of the arbitration tribunal shall be final and binding upon
the disputing parties, and any party may apply to a court of competent jurisdiction for enforcement of such award.


 


		18.	AMENDMENT


 


This
Agreement may not be amended, modified or changed (in whole or in part), except by a formal, definitive written agreement expressly referring
to this Agreement, which agreement is executed by both of the parties hereto.


 


		19.	WAIVER


 


Neither
the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate
as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further
exercise of the same or of any right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with
respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No
waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.


 


		20.	NOTICES


 


All
notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed
to have been duly given and made if (i) delivered by hand, (ii) otherwise delivered against receipt therefor, or (iii) sent
by a recognized courier with next-day or second-day delivery to the last known address of the other party.


 


		21.	COUNTERPARTS


 


This
Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature
appears thereon, and all of which together shall constitute one and the same instrument. This Agreement shall become binding when one
or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the
signatories. Photographic copies of such signed counterparts may be used in lieu of the originals for any purpose.


 


		22.	NO
                                            INTERPRETATION AGAINST DRAFTER


 


Each
party recognizes that this Agreement is a legally binding contract and acknowledges that such party has had the opportunity to consult
with legal counsel of choice. In any construction of the terms of this Agreement, the same shall not be construed against either
party on the basis of that party being the drafter of such terms. The Executive agrees and acknowledges that he has read and understands
this Agreement, is entering into it freely and voluntarily, and has been advised to seek counsel prior to entering into this Agreement
and has ample opportunity to do so.


 


[Remainder
of this page has been intentionally left blank.]


 






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IN
WITNESS WHEREOF, this Agreement has been executed as of the date first written above.


 


	Prestige Wealth Inc.	 
	 	 	 
	By:	/s/
                                            SZE CHI TAK
	 
	Name:	SZE CHI TAK	 
	Title:	Director	 


 


Executive


 


	Signature:	/s/
                                            Hongtao Shi
	 
	Name:	Hongtao Shi	 


 


[Signature
Page to Employment Agreement]


 






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Schedule
A


 


Annual
compensation is $84,000.




 






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EMPLOYMENT
AGREEMENT


 


This
EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of September 28, 2020
by and between Prestige Wealth Inc., a company incorporated and existing under the laws of the Cayman Islands (the “Company”),
and SHI HONGTAO, an individual (the “Executive”). The term “Company”
as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct
or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).


 


RECITALS


 


The
Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined
below).


 


The
Executive desires to be employed by the Company during the term of Employment and upon the terms and conditions of this Agreement.


 


AGREEMENT


The
parties hereto agree as follows:


 


		1.	POSITION



 


The
Executive hereby accepts a position of Chief Executive Officer of the Company (the “Employment”).


 


		2.	TERM



 


Subject
to the terms and conditions of this Agreement, the initial term of the Employment shall be 3 years, commencing on October
1, 2020 (the “Effective Date”), unless terminated earlier pursuant to the terms of this Agreement. Upon expiration
of the 3- year term, the Employment shall be automatically extended for successive 3-year terms unless either party gives the other party
hereto a 1-month prior written notice to terminate the Employment prior to the expiration of such 3-year term or unless terminated earlier
pursuant to the terms of this Agreement.


 


With
the consent of parties, the previous employment agreement made by the Company and the Executive entered into as of February 1, 2019 shall
enter into termination with the immediate effectiveness of the Employment Agreement.


 


		3.	PROBATION



 


No
probationary period.


 


		4.	DUTIES
                                            AND RESPONSIBILITIES



 


The
Executive’s duties at the Company will include all jobs assigned by the Company’s Board of Directors (the “Board”)
of the Company.


 


The
Executive shall devote all of his/her working time, attention and skills to the performance of his/her duties at the Company and shall
faithfully and diligently serve the Company in accordance with this Agreement, the Memorandum and Articles of Association of the Company
(the “Articles of Association”), and the guidelines, policies and procedures of the Company approved from time to
time by the Board.


 






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		5.	NO
                                            BREACH OF CONTRACT



 


The
Executive shall use his/her best efforts to perform his/her duties hereunder. The Executive shall not, without prior consent of the Board,
become an employee of any entity other than the Company and any subsidiary or affiliate of the Company, and shall not be concerned or
interested in any business or entity that directly or indirectly competes with the Group (any such business or entity, a “Competitor”),
provided that nothing in this clause shall preclude the Executive from holding shares or other securities of any Competitor that is listed
on any securities exchange or recognized securities market anywhere, provided however, that the Executive shall notify the Company
in writing prior to his/her obtaining a proposed interest in such shares or securities in a timely manner and with such details and particulars
as the Company may reasonably require. The Company shall have the right to require the Executive to resign from any board or similar
body which he/she may then serve if the Board reasonably determines in writing that the Executive’s service on such board or body
interferes with the effective discharge of the Executive’s duties and responsibilities to the Company or that any business related
to such service is then in competition with any business of the Company or any of its subsidiaries or affiliates.


 


The
Executive hereby represents to the Company that: (i) the execution and delivery of this Agreement by the Executive and the performance
by the Executive of the Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any
other agreement or policy to which the Executive is a party or otherwise bound, except for agreements that are required to be entered
into by and between the Executive and any member of the Group pursuant to applicable law of the jurisdiction where the Executive is based,
if any; (ii) that the Executive has no information (including, without limitation, confidential information and trade secrets) relating
to any other person or entity which would prevent, or be violated by, the Executive entering into this Agreement or carrying out his/her
duties hereunder; (iii) that the Executive is not bound by any confidentiality, trade secret or similar agreement (other than this)
with any other person or entity except for other member(s) of the Group, as the case may be.


 


		6.	LOCATION



 


The
Executive will be based in Hong Kong, until both parties hereto agree to change otherwise. The Executive acknowledges that he/she may
be required to travel from time to time in the course of performing his/her duties for the Company.


 


		7.	COMPENSATION
                                            AND BENEFITS



 


		(a)	Compensation.
                                            The Executive’s cash compensation (inclusive of the statutory welfare reserves that
                                            the Company is required to set aside for the Executive under applicable law) shall be provided
                                            by the Company in a separate schedule A attached herein (“Schedule A”)
                                            or as specified in a separate agreement between the executive and the company’s designated
                                            subsidiary or affiliated entity, subject to annual review and adjustment by the Company or
                                            the compensation committee of the Board. The cash compensation may be paid by the
                                            Company, a subsidiary or affiliated entity or a combination thereof, as designated by the
                                            Company from time to time.



 


		(b)	Equity
                                            Incentives. To the extent the Company adopts and maintains a share incentive plan, the
                                            Executive will be eligible to participate in such plan pursuant to the terms thereof.



 


		(c)	Benefits.
                                            The Executive is eligible for participation in any standard employee benefit plan of the
                                            Company that currently exists or may be adopted by the Company in the future, including,
                                            but not limited to, any retirement plan, life insurance plan, health insurance plan and travel/holiday
                                            plan.



 






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		8.	TERMINATION
                                            OF THE AGREEMENT



 


		(a)	By
                                            the Company. The Company may terminate the Employment for cause, at any time, without
                                            notice or remuneration, if the Executive (1) commits any serious or persistent breach or
                                            non-observance of the terms and conditions of your employment; (2) is convicted of a criminal
                                            offence other than one which in the opinion of the Board does not affect the executive’s
                                            position as an employee of the Company, bearing in mind the nature of your duties and the
                                            capacity in which the executive is employed; (3) willfully disobeys a lawful and reasonable
                                            order; (4) misconducts himself/herself and such conduct being inconsistent with the due and
                                            faithful discharge of the Executive’s material duties; (5) is guilty of fraud or dishonesty;
                                            or (6) is habitually neglectful in his/her duties. The Company may terminate the Employment
                                            without cause at any time with a 3-month prior written notice to the Executive or by payment
                                            of 3 months’ salary in lieu of notice.



 


		(b)	By
                                            the Executive. The Executive may terminate the Employment at any time with a 3-month
                                            prior written notice to the Company or by payment of 3 months’ salary in lieu of notice.
                                            In addition, the Executive may resign prior to the expiration of the Agreement if such resignation
                                            or an alternative arrangement with respect to the Employment is approved by the Board.



 


		(c)	Notice
                                            of Termination. Any termination of the Executive’s employment under this Agreement
                                            shall be communicated by written notice of termination from the terminating party to the
                                            other party. The notice of termination shall indicate the specific provision(s) of this Agreement
                                            relied upon in effecting the termination.



 


		9.	CONFIDENTIALITY
                                            AND NONDISCLOSURE



 


		(a)	Confidentiality
                                            and Non-disclosure. The Executive hereby agrees at all times during the term of his/her
                                            employment and after termination, to hold in the strictest confidence, and not to use, except
                                            for the benefit of the Group, or to disclose to any person, corporation or other entity without
                                            written consent of the Company, any Confidential Information. The Executive understands that
                                            “Confidential Information” means any proprietary or confidential information
                                            of the Group, its affiliates, their clients, customers or partners, and the Group’s
                                            licensors, including, without limitation, technical data, trade secrets, research and development
                                            information, product plans, services, customer lists and customers (including, but not limited
                                            to, customers of the Group on whom the Executive called or with whom the Executive became
                                            acquainted during the term of his/her employment), supplier lists and suppliers, software,
                                            developments, inventions, processes, formulas, technology, designs, drawings, engineering,
                                            hardware configuration information, personnel information, marketing, finances, information
                                            about the suppliers, joint ventures, licensors, licensees, distributors and other persons
                                            with whom the Group does business, information regarding the skills and compensation of other
                                            employees of the Group or other business information disclosed to the Executive by or obtained
                                            by the Executive from the Group, its affiliates, or their clients, customers or partners
                                            either directly or indirectly in writing, orally or by drawings or observation of parts or
                                            equipment, if specifically indicated to be confidential or reasonably expected to be confidential.
                                            Notwithstanding the foregoing, Confidential Information shall not include information that
                                            is generally available and known to the public through no fault of the Executive.



 


		(b)	Company
                                            Property. The Executive understands that all documents (including computer records, facsimile
                                            and e-mail) and materials created, received or transmitted in connection with his/her work
                                            or using the facilities of the Group are property of the Group and subject to inspection
                                            by the Group, at any time. Upon termination of the Executive’s employment with the
                                            Company (or at any other time when requested by the Company), the Executive will promptly
                                            deliver to the Company all documents and materials of any nature pertaining to his/her work
                                            with the Company and will provide written certification of his compliance with this Agreement.
                                            Under no circumstances will the Executive have, following his/her termination, in his/her
                                            possession any property of the Group, or any documents or materials or copies thereof containing
                                            any Confidential Information.



 






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		(c)	Former
                                            Employer Information. The Executive agrees that he has not and will not, during the term
                                            of his/her employment, (i) improperly use or disclose any proprietary information or trade
                                            secrets of any former employer or other person or entity with which the Executive has an
                                            agreement or duty to keep in confidence information acquired by Executive, if any, or (ii)
                                            bring into the premises of the Group any document or confidential or proprietary information
                                            belonging to such former employer, person or entity unless consented to in writing by such
                                            former employer, person or entity. The Executive will indemnify the Group and hold it harmless
                                            from and against all claims, liabilities, damages and expenses, including reasonable attorneys’
                                            fees and costs of suit, arising out of or in connection with any violation of the foregoing.



 


		(d)	Third
                                            Party Information. The Executive recognizes that the Group may have received, and in
                                            the future may receive, from third parties their confidential or proprietary information
                                            subject to a duty on the Group’s part to maintain the confidentiality of such information
                                            and to use it only for certain limited purposes. The Executive agrees that the Executive
                                            owes the Group and such third parties, during the Executive’s employment by the Company
                                            and thereafter, a duty to hold all such confidential or proprietary information in the strictest
                                            confidence and not to disclose it to any person or firm and to use it in a manner consistent
                                            with, and for the limited purposes permitted by, the Group’s agreement with such third
                                            party.



 


This
Section 9 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this Section 9, the Company
shall have right to seek remedies permissible under applicable law.


 


		10.	WITHHOLDING
                                            TAXES



 


Notwithstanding
anything else herein to the contrary, the Company may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise
due or payable under or pursuant to this Agreement such national, provincial, local or any other income, employment, or other taxes as
may be required to be withheld pursuant to any applicable law or regulation.


 


		11.	NOTIFICATION
                                            OF NEW EMPLOYER



 


In
the event that the Executive leaves the employ of the Company, the Executive hereby grants consent to notification by the Company to
his/her new employer about his/her rights and obligations under this Agreement.


 


		12.	ASSIGNMENT



 


This
Agreement is personal in its nature and neither of the parties hereto shall, without the consent of the other, assign or transfer this
Agreement or any rights or obligations hereunder; provided, however, that (i) the Company may assign or transfer this Agreement
or any rights or obligations hereunder to any member of the Group without such consent, and (ii) in the event of a merger, consolidation,
or transfer or sale of all or substantially all of the assets of the Company with or to any other individual(s) or entity, this Agreement
shall, subject to the provisions hereof, be binding upon and inure to the benefit of such successor and such successor shall discharge
and perform all the promises, covenants, duties, and obligations of the Company hereunder.


 


		13.	SEVERABILITY



 


If
any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications
of this Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of this Agreement
are declared to be severable.


 






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		14.	ENTIRE
                                            AGREEMENT



 


This
Agreement constitutes the entire agreement and understanding between the Executive and the Company regarding the terms of the Employment
and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter, other than any such agreement
under any employment agreement entered into with a subsidiary of the Company at the request of the Company to the extent such agreement
does not conflict with any of the provisions herein. The Executive acknowledges that he/she has not entered into this Agreement in reliance
upon any representation, warranty or undertaking which is not set forth in this Agreement. Any amendment to this Agreement must be in
writing and signed by the Executive and the Company.


 


		15.	REPRESENTATIONS



 


The
Executive hereby agrees to execute any proper oath or verify any proper document required to carry out the terms of this Agreement. The
Executive hereby represents that the Executive’s performance of all the terms of this Agreement will not breach any agreement to
keep in confidence proprietary information acquired by the Executive in confidence or in trust prior to his/her employment by the Company.
The Executive has not entered into, and hereby agrees that he/she will not enter into, any oral or written agreement in conflict with
this Section 18. The Executive represents that the Executive will consult his/her own consultants for tax advice and is not relying on
the Company for any tax advice with respect to this Agreement or any provisions hereunder.


 


		16.	GOVERNING
                                            LAW



 


This
Agreement shall be governed by and construed in accordance with the laws of the State of New York.


 


		17.	ARBITRATION



 


Any
dispute arising out of, in connection with or relating to, this Agreement shall be resolved through arbitration pursuant to this Section
20. The arbitration shall be conducted in Hong Kong under the auspices of the Hong Kong International Arbitration Centre (the “Centre”)
in accordance with the rules of the United Nations Commission of International Trade Law (“UNCITRAL Rules”) in effect
at the time of the arbitration. There shall be one arbitrator. The award of the arbitration tribunal shall be final and binding upon
the disputing parties, and any party may apply to a court of competent jurisdiction for enforcement of such award.


 


		18.	AMENDMENT



 


This
Agreement may not be amended, modified or changed (in whole or in part), except by a formal, definitive written agreement expressly referring
to this Agreement, which agreement is executed by both of the parties hereto.


 


		19.	WAIVER



 


Neither
the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate
as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further
exercise of the same or of any right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with
respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No
waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.


 






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		20.	NOTICES



 


All
notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed
to have been duly given and made if (i) delivered by hand, (ii) otherwise delivered against receipt therefor, or (iii) sent by a
recognized courier with next-day or second-day delivery to the last known address of the other party.


 


		21.	COUNTERPARTS



 


This
Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature
appears thereon, and all of which together shall constitute one and the same instrument. This Agreement shall become binding when one
or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the
signatories. Photographic copies of such signed counterparts may be used in lieu of the originals for any purpose.


 


		22.	NO
                                            INTERPRETATION AGAINST DRAFTER



 


Each
party recognizes that this Agreement is a legally binding contract and acknowledges that such party has had the opportunity to consult
with legal counsel of choice. In any construction of the terms of this Agreement, the same shall not be construed against either party
on the basis of that party being the drafter of such terms. The Executive agrees and acknowledges that he/she has read and understands
this Agreement, is entering into it freely and voluntarily, and has been advised to seek counsel prior to entering into this Agreement
and has ample opportunity to do so.


 


[Remainder
of this page has been intentionally left blank.]


 






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IN
WITNESS WHEREOF, this Agreement has been executed as of the date first written above.


 


	Prestige Wealth Inc.	 
	 	 	 
	By:	/s/
                                            SZE CHI TAK
	 
	Name:	SZE CHI TAK	 
	Title:	Director	 


 


Executive


 


	Signature:	/s/
                                            SHI HONGTAO
	 
	Name:	SHI HONGTAO	 





 


[Signature
Page to Employment Agreement]


 






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Schedule
A


 


Annual
compensation is US$120,000.


 


 


15