Exhibit 10.11 


 


 


 


 


 


 


 


investment
ADVISORY Agreement


 


Between


 


PRESTIGE
GLOBAL ASSET MANAGEMENT LIMITED


(the
“Manager”)


 


and


 


Prestige
Asset Management Limited


(the
“Investment Adviser”)


 


in
respect of the Prestige Global Fund SPC


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






     


     


    

 





CONTENTS


 


	1.	Interpretation	1
	 	 	 
	2.	Regulatory
    Status	3
	 	 	 
	3.	Appointment
    of the Investment Adviser	3
	 	 	 
	4.	Duties
    of the Investment Adviser	3
	 	 	 
	5.	Delegation	5
	 	 	 
	6.	Voting	6
	 	 	 
	7.	Execution
    of Orders and Transactions	6
	 	 	 
	8.	Representations
    and Warranties of the Manager	6
	 	 	 
	9.	Representations
    and Warranties of the Investment Adviser	7
	 	 	 
	10.	Manager’s
    Obligations	7
	 	 	 
	11.	Restrictions
    and Requirements	7
	 	 	 
	12.	Fees
    and Expenses	7
	 	 	 
	13.	Limitation
    of Liability and Indemnity	8
	 	 	 
	14.	Resignation
    and Termination	8
	 	 	 
	15.	Conflicts
    of Interest	9
	 	 	 
	16.	Complaints	10
	 	 	 
	17.	Market
    Rules	11
	 	 	 
	18.	No
    Licence	11
	 	 	 
	19.	Confidentiality	11
	 	 	 
	20.	Notices	12
	 	 	 
	21.	Assignment	13
	 	 	 
	22.	Amendments	13
	 	 	 
	23.	Reservation
    of Rights	13
	 	 	 
	24.	Whole
    Agreement	13
	 	 	 
	25.	Severability	14
	 	 	 
	26.	Force
    Majeure	14
	 	 	 
	27.	Counterparts	14
	 	 	 
	28.	No
    Partnership	14
	 	 	 
	29.	Contracts
    (Rights of Third Parties) Ordinance	14
	 	 	 
	30.	Governing
    Law	14
	 	 	 
	31.	Jurisdiction	14


 






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THIS
AGREEMENT is dated 15 June 2016 and made


 


BETWEEN:


 


	(1)	PRESTIGE
                                         GLOBAL ASSET MANAGEMENT LIMITED,
                                         (the “Manager”), an exempted company incorporated in Cayman Islands
                                         with limited liability, and having its registered office at 4th Floor, Harbour Place,
                                         103 South Church Street, PO Box 10240, Grand Cayman KY1-1002, Cayman Islands; and



 


		(2)	PRESTIGE
                                         ASSET MANAGEMENT LIMITED,
                                         (the “Investment Adviser”), a limited company formed under the laws
                                         of Hong Kong Special Administrative and having its principal place of business at Suite
                                         5102, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong.



 


BACKGROUND:


 


		(A)	Prestige
                                         Global Fund SPC (the “Company”) is organised as a segregated portfolio
                                         company and is incorporated as an exempted company with limited liability in the Cayman
                                         Islands.



 


		(B)	The
                                         Company, acting for and on behalf of Prestige Global Fund SP1 (the “Segregated
                                         Portfolio”), has appointed the Manager to manage the assets of the Segregated
                                         Portfolio.



 


		(C)	The
                                         Manager wishes to appoint the Investment Adviser as its delegate to assist in managing
                                         the assets of the Segregated Portfolio on a discretionary basis in pursuit of the investment
                                         programme and subject to such restrictions and limits as described in this Agreement,
                                         which appointment the Investment Adviser wishes to accept.



 


THE
PARTIES AGREE THAT:


 


	1.	Interpretation



 


	1.1	In
                                         this Agreement, unless the context otherwise requires, the following words have the following
                                         meanings:



 


“Administrator”
means the administrator appointed by the Company for and on behalf of the Segregated Portfolio from time to time;


 


“Articles”
means the memorandum and articles of association of the Company, as amended from time to time, provided that such amendments are
notified to the Investment Adviser;


 


“Associate”
in relation to a person means a holding company or subsidiary undertaking of that person or a subsidiary of the holding company
(all as defined in the Companies Ordinance (Cap 622) of the Laws of Hong Kong;


 


“Authorised
Officer” means any person from time to time designated by the Company in respect of the Segregated Portfolio and/or
the Manager, as the case may be, as authorised to instruct the Investment Adviser;


 


“Business
Day” means a day (other than a Saturday or a Sunday) when banks in Hong Kong are generally open for business;


 


“Company”
means Prestige Global Funds SPC;


 


“Directors”
means the members of the board of directors of the Company, for the time being and any duly constituted committee thereof and
any successors to such members as may be appointed from time to time;


 






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“Execution
Brokers” means a broker, dealer or other entity (but not the Prime Broker and Custodian) with which the Investment Adviser
places, on behalf of the Segregated Portfolio, an order relating to one or more Investments for execution by that broker, dealer
or other entity;


 


“Gross
Negligence” means any act or omission showing so marked a departure from the normal standard of conduct of a professional
person exercising ordinary professional care and skill as to demonstrate reckless or wilful disregard of the consequences of that
act or omission.


 


“Investments”
means any investment or other asset of any description, the making or acquisition of which is authorised by the Articles,
the offering memorandum of the Company dated 28 November 2016 (the “Offering Memorandum”) and the supplement
for the Segregated Portfolio dated 28 November 2016, (the “Segregated Portfolio”) Prestige quantitative
Opportunities Fund I SP;


 


“Investment
Management Agreement” means the agreement dated on or around the date of this Agreement pursuant to which the Company,
acting on behalf of the Segregated Portfolio, appointed the Manager to manage and invest all or any part of the Portfolio on a
discretionary basis and to appoint the Investment Adviser;


 


“Net
Asset Value” and “Net Asset Value per Share” are defined in the Offering Memorandum in respect of
the Segregated Portfolio;


 


“Notifying
Party” has the meaning given to it in Clause 14.1;


 


“Participating
Shares” means the participating redeemable shares in the capital of the Company issued for and on behalf of the Segregated
Portfolio in accordance with the Articles;


 


“Portfolio”
means all the assets and Investments of the Segregated Portfolio, as the case may be, including, for the avoidance of doubt, any
uninvested cash;


 


“Prime
Brokers” means such person or persons appointed by the Company for and on behalf of the Segregated Portfolio as a prime
broker(s) to the Segregated Portfolio and/or as a custodian(s) of the assets of the Segregated Portfolio and any sub-custodian
duly appointed by it/them;


 


	1.2	Clause
                                         headings shall not affect the interpretation of this Agreement.



 


	1.3	A
                                         person includes a natural person, corporate or unincorporated body (whether or
                                         not having separate legal personality).



 


	1.4	Unless
                                         the context otherwise requires, words in the singular shall include the plural and in
                                         the plural shall include the singular.



 


	1.5	Unless
                                         the context otherwise requires, a reference to one gender shall include a reference to
                                         the other genders.



 


	1.6	A
                                         reference to a statute or statutory provision is a reference to it as amended, extended
                                         or re-enacted from time to time.



 


	1.7	A
                                         reference to writing or written includes faxes and e-mail.



 


	1.8	Any
                                         obligation on a party not to do something includes an obligation not to allow that thing
                                         to be done.



 






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	1.9	References
                                         to Clauses are to the clauses of this Agreement.



 


	1.10	Any
                                         words following the terms including, include, in particular, for
                                         example or any similar expression shall be construed as illustrative and shall not
                                         limit the sense of the words, description, definition, phrase or term preceding those
                                         terms.



 


	1.11	Unless
                                         the context otherwise requires or except as expressly provided contrary herein, words
                                         and expressions contained in this Agreement shall bear the same meaning as in the Articles.



 


		1.12	References
                                         herein to a party are to any party or together the parties to this Agreement.



 


		2.	Regulatory
                                         Status



 


		2.1	The
                                         Investment Adviser is authorised and regulated by Securities and Futures Commission (the
                                         “SFC”) in accordance with the Securities & Futures Ordinance (“SFO”).



 


		3.	Appointment
                                         of the Investment Adviser



 


		3.1	The
                                         Manager hereby appoints the Investment Adviser to manage and invest the Portfolio, on
                                         a discretionary basis, in accordance with the Articles, the Offering Memorandum and the
                                         Supplement or as otherwise agreed between the Manager and the Company acting for and
                                         on behalf of the Segregated Portfolio.



 


		3.2	This
                                         Agreement shall come into force upon its due execution by the parties hereto with effect
                                         from the date above written.



 


		3.3	Except
                                         as expressly provided in Clause 4, or as the Investment Adviser may be otherwise authorised,
                                         the Investment Adviser has no authority to act for or represent the Company, the Segregated
                                         Portfolio, and/or the Manager, as appropriate, and the Investment Adviser shall not be
                                         deemed an agent of the Company and/or the Segregated Portfolio.



 


		3.4	The
                                         Manager may not appoint any other entity as investment adviser (or its equivalent) in
                                         respect of the the Segregated Portfolio other than the Investment Adviser, except with
                                         the prior written consent of the Company.



 


		3.5	In
                                         carrying out its duties under this Agreement, the Investment Adviser may only appoint
                                         agents and/or delegates subject to the prior written consent of the Manager.



 


		4.	Duties
                                         of the Investment Adviser



 


		4.1	Subject
                                         to the Manager’s oversight and review, to Clause 3 and to the Articles , the Offering
                                         Memorandum and the Supplement, the Investment Adviser shall have the authority in relation
                                         to the execution of investment decisions made by the Manager and the management and investment
                                         of the Portfolio as the delegate of the Manager (and without prior reference to the Company,
                                         the Segregated Portfolio or the Manager), to buy, sell (including without limitation
                                         short sales), retain, convert, execute, exchange or otherwise deal in Investments, borrow
                                         securities, incur indebtedness, make deposits, subscribe to issues and offers for sale
                                         of, and accept placings, underwritings and sub-underwritings, of any Investments, effect
                                         transactions whether or not on any recognised market or exchange and whether or not frequently
                                         traded on any such market or exchange (including, without limitation, derivatives, transactions,
                                         repurchase and reverse repurchase transactions, and securities lending transactions),
                                         negotiate, settle and sign on behalf of the Segregated Portfolio account opening and
                                         any other documentation required to be so negotiated, settled or signed in connection
                                         with the execution of transactions in relation to the Portfolio by the Investment Adviser
                                         and otherwise act as the Investment Adviser judges appropriate in relation to the management
                                         and investment of the Portfolio. The Investment Adviser shall have discretion to negotiate,
                                         settle and arrange for signing on behalf of the Segregated Portfolio account opening
                                         documentation, provided that copies of such documentation are provided to the Company
                                         prior to signing.



 






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		4.2	The
                                         Articles, the Offering Memorandum and the Supplement shall not be deemed to have been
                                         breached as a result of any appreciation or depreciation in value, redemptions and subscriptions,
                                         changes in interest or exchange rates or by reason of the receipt of any right, bonus
                                         or benefit in the nature of capital or by reason of any other action affecting every
                                         holder of the relevant investment. If any such restrictions are exceeded as a result
                                         of such events or otherwise or are breached, the Investment Adviser shall:



 


		(A)	so
                                         notify the Manager, as soon as practicable;



 


		(B)	acquire
                                         or dispose of, as the case may be, no further Investments for the account of the Segregated
                                         Portfolio as the case may be which at the date of acquisition or disposal would result
                                         in any restrictions being further exceeded or breached; and



 


		(C)	consult
                                         with the Manager as to the steps to be taken to remedy the situation,



 


PROVIDED
THAT the Investment Adviser shall always be entitled to acquire or dispose of Investments with a view to remedying any such excess
or breach.


 


		4.3	The
                                         Investment Adviser is authorised to give the Prime Brokers, the Administrator, Execution
                                         Brokers, dealers or counterparties (including central clearing counterparties) any instructions
                                         on behalf of the Segregated Portfolio, which may be necessary or desirable for the proper
                                         performance of the Investment Adviser’s duties under this Agreement and the Manager
                                         will use its best efforts to procure that the Company (acting for and on behalf of the
                                         Segregated Portfolio) will confirm such authority to such parties on request.



 


		4.4	The
                                         Investment Adviser will, without prejudice to the generality of the foregoing, also provide
                                         the following services:



 


		(A)	analysis
                                         of the progress of all Investments and other assets within the Portfolio;



 


		(B)	the
                                         provision of the reports set out at Appendix B hereto (and any other reports notified
                                         by the Manager to the Investment Adviser from time to time) the Company, and the Administrator
                                         in accordance with the timelines notified by the Manager to the Investment Adviser from
                                         time to time. All reports will be provided in either an excel spreadsheet or other format
                                         as agreed between the Company, and the Investment Adviser or in such other format as
                                         may be reasonably determined by the Company from time to time. The reports provided shall
                                         be generated from the internal systems of the Investment Adviser and not from reports
                                         provided by broker(s);



 


		(C)	preparation
                                         of material for inclusion in the reports of the Segregated Portfolio whenever the Manager
                                         shall reasonably require such material;



 


		(D)	keeping
                                         or causing to be kept such books, records and statements as shall be necessary to give
                                         a complete record of all transactions which the Investment Adviser carries out for the
                                         account of the Segregated Portfolio, as appropriate, which the Manager and the Company
                                         and persons authorised in writing by the Company, as appropriate, shall be entitled to
                                         inspect at all reasonable times.



 


		4.5	The
                                         Investment Adviser acknowledges that additional cash may be added to the Portfolio with
                                         no less than 2 Business Days’ notice to the Manager and cash or other assets may
                                         be withdrawn from the Portfolio to enable the Segregated Portfolio to meet redemptions
                                         of Shares and other outgoings with no less than 30 calendar days’ notice to the
                                         Manager before the month-end date on which such redemption shall be effected.



 






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		4.6	In
                                         the event that the Investment Adviser shall make any acquisitions or disposals of any
                                         Investments which will or may give rise to any obligations of disclosure imposed on the
                                         Company or the Segregated Portfolio by any applicable legislation or regulatory requirement
                                         with respect to the Company’s or Segregated Portfolio’s interest therein,
                                         the Investment Adviser shall notify the Manager or the Company, as appropriate as soon
                                         as possible of the obligation of disclosure and the transaction giving rise to such obligation.



 


		4.7	In
                                         the event that any trades executed through an Execution Broker (apart from the Prime
                                         Brokers) are not given up to the Prime Brokers or that any assets or Investments are
                                         held by any Execution Brokers (including, without limitation, any derivatives positions
                                         or margin cash) the Investment Adviser will cooperate in arranging for the Company and
                                         the administrator to receive daily independent broker statements by electronic mail transmission,
                                         on-line data transmission or facsimile directly from such Execution Brokers.



 


		4.8	Without
                                         prejudice to the Investment Adviser’s power to give instructions to any Prime Broker
                                         or the Execution Brokers to transfer cash or securities held by them on behalf of the
                                         Segregated Portfolio in connection with the settlement of transactions or for collateral
                                         or cash margin management purposes, the Investment Adviser is expressly prohibited from
                                         taking or receiving possession of any of the Investments. The Investment Adviser is not
                                         permitted to make payments or transfer securities from an account with any Prime Brokers
                                         or the Execution Brokers to another account which is not maintained in the name of the
                                         Segregated Portfolio.



 


		4.9	The
                                         Investment Adviser will retain for a period of at least 6 years, or longer as required
                                         by any applicable law, such books, records and statements as may be necessary to give
                                         to the Company a complete record of all transactions carried out by the Manager and the
                                         Investment Adviser for and on behalf of the Segregated Portfolio, copies of any documents
                                         generated or received by the Manager in the ordinary course of business pertaining to
                                         the Segregated Portfolio or the compensation payable to the Manager and the Investment
                                         Adviser.



 


		4.10	The
                                         Company may enter into agreements which require the consent from relevant parties to
                                         the recording and retention of telephone conversations with respect to matters pertinent
                                         to the management of the Portfolio. The Investment Adviser, its directors, officers,
                                         employees and agents consent to the recording and retention of such conversations and
                                         recognizes that conversations may be recorded without notice.



 


	5.	Delegation



 


		5.1	The
                                         Investment Adviser may not delegate any of its functions, powers and duties under this
                                         Agreement to any person except with the prior consent of the Manager. In connection with
                                         any such delegation, the Investment Adviser may provide information about the Manager,
                                         the Company, the Segregated Portfolio and/or the Portfolio to the delegate. Except to
                                         the extent otherwise agreed with the Manager or the Company, as applicable, the Investment
                                         Adviser shall be responsible for the costs of any such delegation including, without
                                         limitation, any fees and expenses of the delegate.



 


		5.2	The
                                         Investment Adviser shall remain liable for the acts and omissions of its delegates which
                                         it would have been liable for under the terms of this Agreement had such acts or omissions
                                         been those of the Investment Adviser committed by it in the performance or non-performance
                                         of its obligations under this Agreement.



 






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		5.3	Without
                                         limitation to the foregoing, the Investment Adviser may engage brokers for the the Segregated
                                         Portfolio’s account and may also engage third parties to advise in relation to
                                         the performance by it of any of the services to be provided under this Agreement.



 


	6.	Voting



 


The
Investment Adviser shall exercise, or refrain from the exercise of, any voting or other rights attached to the Investments comprised
in the Portfolio as the Investment Adviser shall in its absolute discretion think fit.


 


	7.	Execution
                                         of Orders and Transactions



 


		7.1	The
                                         parties agree that, when executing transactions in Investments on behalf of the Segregated
                                         Portfolio, or placing orders relating to Investments on behalf of the Segregated Portfolio
                                         with brokers for execution by those brokers, the Investment Adviser shall (except where
                                         there is no choice of execution venue) owe a duty to take all reasonable steps to obtain
                                         the best possible result for the Segregated Portfolio, taking into account the terms
                                         of the Investment Adviser’s order execution policy, a summary of which has been
                                         provided to the Manager and the Company.



 


		7.2	The
                                         Investment Adviser shall maintain an authorized signatory list for the purposes of instructing
                                         the Prime Brokers and Execution Brokers. The Investment Adviser may modify the authorized
                                         signatory list from time to time and must issue a new authorized signature list to the
                                         Manager, the Company promptly after the modification. Any such authorized signatory list
                                         or modified list shall constitute part of this Agreement. Wherever practically feasible,
                                         the Investment Adviser shall use its best efforts to arrange for any instructions to
                                         the Prime Broker and Execution Brokers to be jointly given by two authorized persons.



 


		7.3	By
                                         signing this Agreement, the Manager hereby expressly consents to:



 


		(A)	the
                                         Investment Adviser’s order execution policy.



 


		7.4	Subject
                                         to applicable law and regulations, the Investment Adviser may when executing transactions
                                         in Investments on behalf of the Segregated Portfolio or placing orders relating to Investments
                                         on behalf of the Segregated Portfolio with brokers for execution by those brokers, aggregate
                                         those transactions or orders with those of one or more of the Investment Adviser’s
                                         other clients. The Investment Adviser will allocate aggregated orders on a fair and reasonable
                                         basis in accordance with all legal and regulatory requirements and the Investment Adviser’s
                                         order allocation policy. Aggregation may, however, on some occasions operate to the disadvantage
                                         of the Segregated Portfolio.



 


		8.	Representations
                                         and Warranties of the Manager



 


		8.1	The
                                         Manager represents and warrants that:



 


		(A)	it
                                         is validly existing and is duly empowered and authorised to execute, deliver and perform
                                         this Agreement and to give effect to the transactions contemplated hereby;



 


		(B)	this
                                         Agreement is binding upon it and enforceable in accordance with its terms except insofar
                                         as enforcement may be limited by bankruptcy, insolvency or other laws relating to or
                                         affecting enforcement of creditors’ rights or general principles of equity; and



 


		(C)	it
                                         has complied with and will continue to comply with all laws, rules and regulations or
                                         court and governmental orders by which it is bound or to which it is subject in connection
                                         with the execution and performance of this Agreement.



 






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		9.	Representations
                                         and Warranties of the Investment Adviser



 


		9.1	The
                                         Investment Adviser represents and warrants that:



 


		(A)	it
                                         is validly existing, duly empowered and authorised to execute, deliver and perform this
                                         Agreement and to give effect to the transactions contemplated hereby;



 


		(B)	this
                                         Agreement is binding upon it and enforceable in accordance with its terms except insofar
                                         as enforcement may be limited by bankruptcy, insolvency or other laws relating to or
                                         affecting enforcement of creditors’ rights or general principles of equity; and



 


		(C)	it
                                         has complied with and will continue to comply with all laws, rules and regulations or
                                         court and governmental orders by which it is bound or to which it is subject in connection
                                         with the execution and performance of this Agreement.



 


		10.	Manager’s
                                         Obligations



 


		10.1	The
                                         Manager will supply or procure the supply to the Investment Adviser of a copy of the
                                         Articles, the Offering Memorandum and the Supplement and all other information as the
                                         Investment Adviser shall reasonably require to enable it to perform its duties hereunder.



 


		11.	Restrictions
                                         and Requirements



 


		11.1	In
                                         carrying out its duties hereunder, the Investment Adviser shall comply with all instructions
                                         of (i) the Manager and (ii) the Company; in connection therewith to the extent that such
                                         instructions are not inconsistent with applicable law or regulation. Such instructions
                                         may be given by letter, fax or by email, in each case, signed by an Authorised Officer
                                         or by telephone provided that telephone instructions shall be confirmed in writing by
                                         an Authorised Officer. The Investment Adviser shall not be required to acknowledge the
                                         instructions howsoever such instructions may be received.



 


		11.2	Any
                                         instruction or stipulation given to the Investment Adviser seeking to amend or vary either
                                         the terms of this Agreement, which requires the prior agreement of the relevant parties,
                                         shall be disregarded by the Investment Adviser and shall require the requisite prior
                                         agreement of the relevant parties.



 


		12.	Fees
                                         and Expenses



 


		12.1	The
                                         Manager shall pay to the Investment Adviser by way of remuneration for its services according
                                         to the fee as may be agreed from time to time.



 


		12.2	Fees
                                         payable pursuant to Clause 12.1 shall be inclusive of any value added tax payable in
                                         relation thereto which, if payable, shall be borne by the Investment Adviser.



 


		12.3	The
                                         Investment Adviser may, in its absolute discretion, from time to time waive or rebate
                                         all or any part of its fees hereunder to any third party.



 


		12.4	The
                                         Manager shall reimburse to the Investment Adviser such expenses as are agreed between
                                         the Manager and the Investment Adviser, but subject thereto, the Investment Adviser will
                                         be responsible for its expenses under this Agreement and for the fees and expenses of
                                         any investment adviser appointed by it, or any person to whom functions and duties are
                                         delegated under Clause 5 but for the avoidance of doubt not the fees of the Custodians,
                                         the Administrator, or any auditors, legal advisers or counterparty appointed by the Company
                                         on behalf of the Segregated Portfolio.



 






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		12.5	The
                                         Investment Adviser will confirm (on behalf of the Manager) whether fee calculations received
                                         from the Administrator are correct and notify the Administrator.



 


		13.	Limitation
                                         of Liability and Indemnity



 


		13.1	Save
                                         as provided in Clause 5.2 and subject to Clause 13.5 the Investment Adviser shall not
                                         be liable in respect of any act or omission of any person, firm or company through whom
                                         transactions in Investments are effected for the Segregated Portfolio’s account,
                                         of the Prime Brokers or any other party having custody or possession of the Segregated
                                         Portfolio’s assets from time to time, or of any clearance or settlement system.



 


		13.2	Save
                                         as provided in Clause 5.2 and subject to Clause 13.5, the Investment Adviser shall not
                                         be liable for any loss howsoever arising except to the extent such loss is due to the
                                         Investment Adviser’s Gross Negligence, wilful default or fraud. No warranty is
                                         given by the Investment Adviser as to the performance or profitability of the Portfolio
                                         or any part of it. Any such claim shall be brought only against the Investment Adviser
                                         and no claims in respect of this Agreement will be brought personally against any other
                                         persons involved in the performance of this Agreement, whether actual or deemed agents
                                         of the Investment Adviser or not.



 


		13.3	Notwithstanding
                                         anything to the contrary in this Agreement, the Investment Adviser shall not be liable
                                         for any loss of profits, incidental, indirect or consequential losses or for exemplary
                                         or punitive damages.



 


		13.4	The
                                         Manager out of its own assets will indemnify and keep indemnified the Investment Adviser
                                         and the members, officers and employees of the Investment Adviser (each an “Indemnified
                                         Person”) from and against any and all liabilities, obligations, losses, damages,
                                         suits and expenses which may be incurred by or asserted against the Investment Adviser
                                         in its capacity as Investment Adviser of the Portfolio and against any other Indemnified
                                         Person other than those resulting from the Gross Negligence, wilful default or fraud
                                         on the part of the Investment Adviser or that of an Indemnified Person.



 


		13.5	Nothing
                                         in this Agreement shall exclude or restrict any duty or liability which the Investment
                                         Adviser may have under applicable law or regulation.



 


		13.6	The
                                         parties hereto agree that each Indemnified Person shall be entitled pursuant to the Contracts
                                         (Rights of Third Parties) Ordinance to enforce the terms of this Clause 13.



 


		14.	Resignation
                                         and Termination



 


		14.1	This
                                         Agreement shall continue and remain in force unless and until terminated by a party giving
                                         to all other parties not less than 90 days’ written notice PROVIDED THAT this Agreement
                                         may be terminated forthwith by notice in writing by a party (the “Notifying
                                         Party”), if any other party shall:



 


		(A)	commit
                                         any material breach of its obligations under this Agreement and if such breach is capable
                                         of being made good, shall fail to make good such breach within 30 days of receipt of
                                         written notice from the Notifying Party requiring it so to do; or



 


		(B)	be
                                         liquidated or dissolved (except a voluntary liquidation or a voluntary dissolution for
                                         the purposes of reconstruction or amalgamation upon terms previously approved in writing
                                         by the Notifying Party) or be unable to pay its debts as they fall due or commit any
                                         act of bankruptcy under the laws of any jurisdiction to which that party may be subject
                                         or if a receiver is appointed over any of its assets.



 






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		14.2	Notwithstanding
                                         the foregoing provisions of this Clause 14, this Agreement will terminate automatically
                                         upon the termination for whatever reason of the Investment Management Agreement.



 


		14.3	Notwithstanding
                                         the foregoing provisions of this Clause 14 this Agreement may be terminated forthwith:



 


		(A)	if
                                         the Investment Adviser ceases to be appropriately authorised by the SFC;



 


		(B)	by
                                         the Investment Adviser giving written notice to the other parties hereto if the SFC requires
                                         the Investment Adviser to cease acting as the Investment Adviser of the Segregated Portfolio.



 


		14.4	On
                                         termination of this Agreement, the Investment Adviser shall be entitled to receive all
                                         fees and other monies accrued due up to the date of such termination but shall not be
                                         entitled to compensation in respect of such termination.



 


		14.5	Termination
                                         of this Agreement shall be without prejudice to the completion of transactions already
                                         initiated. Such transactions will be completed by the Investment Adviser as soon as practicable.



 


		14.6	Upon
                                         termination in accordance with this Clause 14, the rights and obligations of the parties
                                         under this Agreement shall terminate and be of no future effect, except that Clauses
                                         1, 13, 21, 31, 32 and 33 shall remain in full force and effect.



 


		14.7	As
                                         soon as written notice has been served by the Notifying Party pursuant to Clause 14.1,
                                         the Investment Adviser will ensure the orderly transfer, liquidation or closing out of
                                         all outstanding Investments at the date of such notice and no further Investments shall
                                         be made.



 


		15.	Conflicts
                                         of Interest



 


		15.1	The
                                         services of the Investment Adviser hereunder are not to be deemed exclusive. Each of
                                         the Manager and the Company on behalf of the Segregated Portfolio acknowledge that the
                                         Investment Adviser and its members, officers, employees or Associates may from time to
                                         time act as investment adviser, manager, investment manager, director or dealer in relation
                                         to, or be otherwise involved in, funds or accounts other than the Manager, the Company
                                         or the Segregated Portfolio which have similar or different objectives to those of the
                                         Manager, the Company or the Segregated Portfolio (including investment funds and other
                                         vehicles which may invest, directly or indirectly, in the Company or the Segregated Portfolio
                                         and/or in which the Company or the Segregated Portfolio may invest, directly or indirectly).
                                         The Manager further acknowledges that one or more Associates of the Investment Adviser
                                         and their members, directors, officers or employees may from time to time act as an investment
                                         manager. It is, therefore, possible that any of them may, in the course of business,
                                         have potential conflicts of interest with the Manager or the Company or the Segregated
                                         Portfolio. Each will, at all times, have regard in such event to its obligations to the
                                         Manager, the Company and the Segregated Portfolio and will endeavour to ensure that such
                                         conflicts are resolved fairly.



 


		15.2	The
                                         Investment Adviser has a conflicts of interest policy which specifies the procedures
                                         that it follows and the measures that it has adopted in order to identify such conflicts
                                         and to avoid or to manage and/or disclose such conflicts in a way that ensures fair treatment
                                         for the Segregated Portfolio.



 


		15.3	Subject
                                         always to the applicable rules and regulations, the Investment Adviser or any of its
                                         Associates or any person connected with the Investment Adviser may invest in, directly
                                         or indirectly, or manage or advise other investment funds or accounts which invest in
                                         assets which may also be purchased or sold by the Manager, the Company or the Segregated
                                         Portfolio. None of the Investment Adviser, any of its Associates or any person connected
                                         with them is under any obligation to offer investment opportunities of which any of them
                                         becomes aware to the Manager, the Company or the Segregated Portfolio or to account to
                                         the Manager, the Company or the Segregated Portfolio in respect of (or share with the
                                         Manager, the Company or the Segregated Portfolio or inform the Manager, the Company or
                                         the Segregated Portfolio of) any such transaction or any benefit received by any of them
                                         from any such transaction, but will allocate such opportunities on an equitable basis
                                         between the Company, the Segregated Portfolio and other clients.



 






    9


     


    

 


		15.4	Subject
                                         always to applicable rules and regulations, the Investment Adviser will not, and will
                                         procure that any Associate of the Investment Adviser will not, deal as principal or agent
                                         with the Company or the Segregated Portfolio except where dealings are carried out as
                                         if effected on normal commercial terms negotiated on an arm’s length basis and
                                         provided also that:



 


		(A)	the
                                         Investment Adviser and any of its Associates may buy, hold and deal in any Investments
                                         upon its individual account notwithstanding that similar Investments may be held by the
                                         Manager, the Company or the Segregated Portfolio and without prior reference to the Manager,
                                         the Company or the Segregated Portfolio; and



 


		(B)	nothing
                                         herein contained shall prevent the Investment Adviser or any of its Associates, whether
                                         as principal or agent without prior reference to the Manager, the Company or the Segregated
                                         Portfolio from contracting or entering into any financial or other transaction with any
                                         member, partner and/or director of the Manager, the Company or the Segregated Portfolio,
                                         or with any company or body any of whose shares or securities are held by or for the
                                         account of the Investment Adviser, the Manager, the Company or the Segregated Portfolio
                                         or from being interested in any such contract or transaction.



 


		15.5	For
                                         the avoidance of doubt, the Investment Adviser and any of its members, officers, employees
                                         or their related entities may invest in the Company and the Segregated Portfolio through
                                         the direct or indirect acquisition of Shares.



 


		15.6	The
                                         parties hereto acknowledge that:



 


		(A)	directors,
                                         members, officers, agents and shareholders of the Manager, the Company and/or the Segregated
                                         Portfolio are or may be interested in the Investment Adviser as members, officers, employees
                                         or otherwise, and that members, directors, officers, and agents of the Investment Adviser
                                         and its Associates are or may be interested in the Manager, the Company and the Segregated
                                         Portfolio as directors, officers, members, shareholders or otherwise;



 


		(B)	no
                                         person so interested shall be liable to account for any benefit to the other parties
                                         by reason solely of such interest; and



 


		(C)	the
                                         services being supplied by the Investment Adviser or any of its Associates hereunder
                                         or otherwise may at the option of the Investment Adviser or such Associate be supplied
                                         through directors, officers, members, shareholders, employees or agents who are so interested.



 


		16.	Complaints



 


		16.1	The
                                         Investment Adviser has in operation a written procedure for the effective consideration
                                         and proper handling of complaints from customers.



 






    10


     


    

 


		16.2	Any
                                         complaints received should be referred to the compliance officer of the Investment Adviser.



 


	17.	Market
                                         Rules



 


		17.1	All
                                         transactions in Investments shall be subject to the rules and customs of the exchange
                                         or market and/or any clearing house through which the transactions are executed (if any),
                                         so far as they are applicable, and to any applicable law, rules or regulations. If there
                                         is any conflict between this Agreement and any such rules, customs or applicable law,
                                         the latter shall prevail.



 


	18.	No
                                         Licence



 


		18.1	Each
                                         of the parties hereto acknowledge for the benefit of each other that:



 


		(A)	no
                                         provision of this Agreement grants either of them any rights, except as contained herein,
                                         in any intellectual property belonging to or developed by the other party; and



 


		(B)	this
                                         Agreement does not constitute a licence in respect of any such intellectual property.



 


	19.	Confidentiality



 


		19.1	The
                                         parties shall at all times respect and protect the confidentiality of information acquired
                                         in consequence of this Agreement except pursuant to any right or obligation to or by
                                         which the relevant party may be entitled or bound to disclose information or under compulsion
                                         of law or pursuant to the requirements of competent regulatory authorities.



 


Nothing
in this Clause 19 shall prevent the disclosure of information by any party to its auditors, legal or other professional advisers
in the proper performance of their duties. In addition, the Manager hereby authorises the Investment Adviser and any delegate
appointed pursuant to Clause 5.1 to make available such information as may be required by any applicable law or regulation to
and any regulatory authorities and to any trade repository or counterparty.


 


		21.2	The
                                         Investment Adviser acknowledges that the Manager and the Company, in conducting its activities,
                                         will be required to disclose certain information (including portfolio information and
                                         documentation) to certain advisers and third parties including:



 


		(A)	the
                                         Administrator;



 


		(B)	the
                                         existing investors of the Segregated Portfolio; and



 


		(C)	the
                                         potential investors of the Segregated Portfolio to the extent that the information to
                                         be disclosed pertains to the gross and net exposure numbers, liquidity and risk profiles
                                         and past performance of the Segregated Portfolio and that no information pertaining to
                                         individual investment positions shall be disclosed without the prior consent by the Investment
                                         Adviser.



 


In
relation to the above, the Company has agreed under the Investment Management Agreement to take all reasonable measures necessary
to ensure that such information remains confidential between the parties concerned and that no such information is used for activities
competing with the trading activities of the Manager or the Investment Adviser.


 


		19.3	Neither
                                         the Investment Adviser nor any of their principals, employees, affiliates or agents shall
                                         use, publish, circulate or distribute any material in relation to the Company or the
                                         Segregated Portfolio nor shall any of the foregoing parties engage in any marketing,
                                         sales or promotional activities in connection with the offering of shares in the Segregated
                                         Portfolio.



 






    11


     


    

 


		19.4	None
                                         of the parties hereto shall do or commit any act, matter or thing which would or might
                                         prejudice or bring into disrepute in any manner the business or reputation of another
                                         party or any director or partner of such party.



 


		20.	Notices



 


		20.1	For
                                         the purposes of this clause, but subject to Clause 20.2 and 20.4, notice includes any
                                         other communication.



 


		20.2	Any
                                         notice given hereunder shall be in writing and may be delivered by hand, or sent by fax,
                                         email or by pre-paid airmail, courier or first class post (or analogous service provided
                                         by a licensed postal operator) as appropriate to the registered office or principal place
                                         of business, fax number or email address provided by the party to whom it is addressed
                                         or to such other address, fax number or email address as may from time to time be notified
                                         to each other party to this Agreement.



 


Notices
given by pre-aid airmail, courier or post as appropriate shall be deemed to have been given seven days after sending or delivery
to the courier, as appropriate. Evidence that the notice was properly addressed, stamped and put in the post shall be conclusive
evidence that the notice has been sent by post or pre-paid airmail. Evidence that the fax was duly dispatched to the current fax
number of the addressee shall be conclusive evidence that the notice has been delivered. Evidence that a notice sent by courier
was properly addressed and delivered to the courier shall be conclusive evidence that the notice has been sent. Notices given
by hand or fax shall be deemed to have been given when delivered. Notices given by email shall be deemed to have been given when
actually received in readable form.


 


		20.3	For
                                         the purposes of notices provided under this Agreement, the parties shall use the following
                                         details unless notified to the contrary:



 


If
to the Company:


 


Prestige
Global Fund SPC


4th
Floor, Harbour Place


103
South Church Street


PO
Box 10240


Grand
Cayman


KY1-1002,
Cayman Islands


Phone:+1
345 949 8599


Fax:+1
345 949 4451


 


Email:fund.admin@prestigefh.com


 


If
to the Manager:


 


Prestige
Global Asset Management Limited


4th
Floor, Harbour Place


103
South Church Street


PO
Box 10240


KY1-1002,
Cayman Islands


Phone:+1
345 949 8599


Fax:+1
345 949 4451

Email:fund.admin@prestigefh.com


 






    12


     


    

 


If
to the Investment Adviser:


 


Prestige
Asset Management Limited


Suite
5102, Cheung Kong Center


2
Queen’s Road Central


Hong
Kong


Phone:+852
2122 8599


Fax:+852
2122 8589


 


Email:fund.admin@prestigefh.com


 


If
to the Administrator:


 


Equinoxe
Alternative Investment Services (Asia) Pte. Limited


112
Robinson Road


#12-02


Singapore
068902


Tel
No: +65 6800 9701


Fax
No. + 65 6222 8407


 


E-mail:
prestige@equinoxeais.com


 


		20.4	This
                                         Clause does not apply to the service of any proceedings or other documents in any legal
                                         action or, where applicable, any arbitration or other method of dispute resolution.



 


		21.	Assignment



 


		21.1	This
                                         Agreement may not be assigned by any party to this Agreement without the written consent
                                         of the others.



 


		22.	Amendments



 


		22.1	This
                                         Agreement may only be amended by written agreement between the parties hereto.



 


		23.	Reservation
                                         of Rights



 


		23.1	The
                                         rights, powers, privileges and remedies provided in this Agreement are cumulative and
                                         are not exclusive of any rights, powers, privileges or remedies provided by law or otherwise.



 


		23.2	No
                                         failure to exercise nor any delay in exercising by either party to this Agreement of
                                         any right, power, privilege or remedy under this Agreement shall impair or operate as
                                         a waiver thereof in whole or in part.



 


		23.3	No
                                         single or partial exercise of any right, power, privilege or remedy under this Agreement
                                         shall prevent any further or other exercise thereof or the exercise of any other right,
                                         power, privilege or remedy.



 


		24.	Whole
                                         Agreement



 


		24.1	This
                                         Agreement, together with any documents referred to in it, constitutes the whole agreement
                                         between the parties relating to its subject matter and supersedes and extinguishes any
                                         prior drafts, agreements, undertakings, representations, warranties and arrangements
                                         of any nature, whether in writing or oral, relating to such subject matter.



 






    13


     


    

 


		25.	Severability



 


		25.1	If
                                         any provision of this Agreement shall be held to be illegal, void, invalid or unenforceable
                                         under the laws of any jurisdiction, such provision shall be deemed to be deleted from
                                         this Agreement as if it had not originally been contained in this Agreement and the legality,
                                         validity and enforceability of the remainder of this Agreement in that jurisdiction shall
                                         not be affected, and the legality, validity and enforceability of the whole of this Agreement
                                         in any other jurisdiction shall not be affected. Notwithstanding the foregoing in the
                                         event of such deletion the parties shall negotiate in good faith in order to agree the
                                         terms of a mutually acceptable and satisfactory alternative provision in place of the
                                         provision so deleted.



 


		26.	Force
                                         Majeure



 


		26.1	Neither
                                         party shall be responsible for any failure to perform its duties hereunder if and for
                                         so long as such failure shall be caused by or directly or indirectly due to war, enemy
                                         action, the act or regulation of any government or other competent authority, riot, civil
                                         commotion, terrorism, rebellion, storm, tempest, act of God, accident, fire, lock-out,
                                         strike or other cause whether similar or not beyond the control of the relevant party,
                                         provided that the relevant party shall use all reasonable efforts to minimise the effects
                                         of the same.



 


		27.	Counterparts



 


		27.1	This
                                         Agreement may be executed in any number of counterparts, which shall together constitute
                                         one Agreement. Each party may enter into this Agreement by signing any such counterpart.



 


		28.	No
                                         Partnership



 


		28.1	Nothing
                                         in this Agreement shall constitute or be deemed to constitute any partnership, joint
                                         venture or similar relationship between the parties hereto and/or any other person nor,
                                         except as expressly provided in Clause 4, shall it constitute, or be deemed to constitute,
                                         any party the agent of the other party for any purpose.



 


		29.	Contracts
                                         (Rights of Third Parties) Ordinance



 


		29.1	No
                                         person other than the parties to this Agreement and the Indemnified Persons solely for
                                         the purposes of Clause 13 shall have any rights under the Contracts (Rights of Third
                                         Parties) Ordinance (Cap. 623) to enforce or copy the benefit of any provision of this
                                         Agreement



 


		30.	Governing
                                         Law



 


		30.1	This
                                         Agreement and any non-contractual obligations arising from or connected with it shall
                                         be governed by Hong Kong law and this Agreement shall be construed in accordance with
                                         Hong Kong law.



 


		31.	Jurisdiction



 


		31.1	In
                                         relation to any legal action or proceedings arising out of or in connection with this
                                         Agreement (whether arising out of or in connection with contractual or non-contractual
                                         obligations) (“Proceedings”), each of the parties irrevocably submits
                                         to the non-exclusive jurisdiction of the Hong Kong courts and waives any objection to
                                         Proceedings in such courts on the grounds of venue or on the grounds that Proceedings
                                         have been brought in an inappropriate forum.



 


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of page left intentionally blank]








 






    14


     


    

 


IN
WITNESS, whereof the parties hereto have caused this Agreement to be signed as of the day and year first above written


 





	SIGNED BY  	/s/ Shi Hongtao	 	)
	for and on behalf of	 	)
	PRESTIGE GLOBAL ASSET MANAGEMENT	 	)
	 	 	 
	SIGNED BY	/s/ Leung Ka Yee Andrew	 	)
	for and on behalf of	 	)
	PRESTIGE ASSET MANAGEMENT LIMITED	 	)




 


 


 


15