Exhibit 10.14


 


ONGOING ADVISORY AGREEMENT


Between


PARTY A


and


PRESTIGE ASSET MANAGEMENT LIMITED


(PAM, the “Advisor”)


 


BACKGROUND:


 


PARTY A is an asset management company registered in Hong Kong,
serving a number of ultra-high net worth family and institutional investors. PAM is a qualified asset management company holding the license
of “providing asset management (type 9)” and providing advice on Securities (type 4) issued by the Hong Kong SFC, with the central
number BHS708. PARTY A intends to expand the global asset allocation and investment fund business, and is willing to cooperate with PAM.
PAM has rich experience in fund establishment, issuance and compliance operation in Hong Kong market, and has high-quality cooperation
network resource.


 


PARTY A engage PAM to act as an advisor, responsible for recommending
and selecting high-quality targets for global asset allocation, suggestions on the establishment of overseas funds, compliance and other
work.


 


The agreement is made and entered into on____________.


 


THE PARTIES AGREE THAT:


 


1. Appointment of the Advisor


 


Party A appoints PAM as an ongoing advisor and PAM shall take
the responsibility of all related issues regarding recommending and selecting high-quality targets for global asset allocation, suggestions
on the establishment of overseas funds, compliance and a series of advisory services, include but not limited to the following:


 


1.1 Select and recommend suitable global asset allocation targets
for Party A, including but not limited to Hong Kong stocks, bonds, mutual funds, etc..


 


1.2 Fully understand and conduct due diligence to the target
underlying assets, when Party A needs, draft fund brochure to be distributed to professional investors, help prepare marketing materials
for promotion on recognized markets in compliance with related regulations.


 


1.3 If Party A needs to set up an offshore fund, issue and
operate it in Hong Kong, and provide the fund structure design scheme, the relevant resources of PAM and its related parties shall provide
priority to Party A; On the premise of Party A’s approval, select and organize qualified third parties for Party A to work, including
but not limited to: fund lawyers, fund service providers, etc., and cooperate to complete due diligence, legal file writing, etc., and
be responsible for the review and revision of the draft legal file and the coordination of revision.


 


1.4 Select and recommend the appointment of qualified fund
advisors, fund service providers, CO managers (if applicable) and other necessary roles for the fund, and review the draft agreements


 


1.5 Carry out overall control over the compliance of asset
allocation or investment funds, and provide optimization suggestions in a timely manner; and coordinate and supervise the daily operation,
communicate with all parties in time to ensure the smooth process


 


1.6 If Party A needs to issue funds in the Hong Kong market,
select and recommend appropriate promotion or distribution channels for it, coordinate its negotiations, and promote signing cooperation.


 


1.7 Organize and coordinate meetings or conference calls in
a timely manner to communicate with Party A regarding the materials issues of fund and discuss about potential solutions.


 



    


     


    

 





2. Duties of Party A


 


2.1 Party A shall provide comprehensive, objective and timely
asset allocation, investment targets, expected objectives and other needs, as well as relevant documents and materials required to PAM.


 


2.2 Party A shall make clear and reasonable request to the
service provided by PAM.


 


2.3 Party A have the responsibility to make decisions and judgment
independently on final decisions. Any loss caused by Party A’s decisions based on PAM’s advice, opinions and proposal shall
be borne by Party A.


 


2.4 If Party A intends to appoint PAM or its affiliates as
co-manager of the fund or fund advisor or other party, Party A shall discuss with that particular party accordingly and shall not affect
the execution of this agreement.


 


2.5 Party A shall pay advisory fee to PAM as agreed. All fees
occurred due to the fund formation and operation shall be borne by all parties involved as separately negotiated, thus will not be included
in this agreement.


 


3. Duties of PAM


 


3.1 PAM shall duly complete advisory related work as instructed
by Party A with qualified consulting staff.


 


3.2 PAM shall perform duties in the agreed term and communicate
progress with Party A on a regular basis.


 


3.3 PAM shall discuss the case in line with Party A’s
requirement, make timely analysis and adjust the plan accordingly.


 


3.4 PAM shall submit legal documents draft and fund documents
to Party A in service period on time. PAM has no authority to make decisions on operation unless instructed by Party A.


 


3.5 PAM shall at all times respect and protect the confidentiality
of information acquired in consequence of the Agreement.


 


4. Service Term


 


4.1 The service shall start from __________to_____________.
The service term shall not be affected by the decision-making process of all parties involved.


 


4.2 The agreement shall not be terminated during service term
unless agreed by both parties.


 


5. Advisory Fee


 


5.1 Party A shall pay US $__________to PAM as advisory fee,
which is a monthly fee of US $_________.


 


5.2 Party A shall pay advisory fee on a quarter basis and pay
the quarterly advisory service fee to PAM within 30 days after the service deadline of each quarter.


 


5.3 Party A’s fund establishment, investment and other matters
during the service period shall not affect the payment time of the consulting service fee. If the formation and raising of the fund have
been completed before the date when the service fee should be paid, Party A may designate to pay the advisory fee using the subscription
fee or management fee of the fund. The payment cannot be postponed without the agreement of both parties.


 


5.4 For convenience purpose, the quarter advisory fee can be
paid by Party A or its designated affiliated parties.


 






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 6. Amendment, Resignation and
Termination


 


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


 


6.2 The agreement shall be deemed invalid in the following
occasions.


 


6.2.1 Both parties agree; or


 


6.2.2 Either party 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


 


6.2.3 The agreement cannot be executed due to force majeure.


 


6.3 The party that intends to resign shall give all other parties
written notice, effective upon receiving.


 


6.4 On termination of this Agreement, the observant party shall
be entitled to receive all fees and compensation accrued due up to the date of such termination.


 


7. Governing Law


 


7.1 This agreement shall be governed by and constructed in
accordance with the laws of Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”).


 


7.2 Any dispute, controversy or claim arising out of, in connection
with or relating to this agreement, including the interpretation, validity, invalidity, breach or termination thereof, shall be settled
by negotiation first, if not works, then by arbitration. The arbitration shall be conducted in Hong Kong at the Hong Kong International
Arbitration Centre.


 


8. This agreement shall come into force upon its due
execution by the parties hereto with effect from the date when the authorized signatures and chops are in place.


 


9. Both parties secure one copy of the agreement with
equal legal force.


 


[Signature Page Follows]


 


PARTY A


Authorized signature:


 


Prestige Asset Management Limited


Authorized signature:


 





 


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