Exhibit 10.2


 


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 Ngat Wong, 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 Financial Officer and Chief Operating 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 April 9, 2020 (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.


 






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		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.


 


		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 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 $75,000.


 


 


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