Exhibit 10.3


 





APTUS Management Limited


Unit B, 17/F Guangdong Investment Tower,
148 Connaught Road Central, Hong Kong


Tel: (852) 2117 6611 ● Fax: (852) 2850
7286



 


8th
September 2017


 


Attn:
Ng Siu Yan





 


Dear
Ms. Ng,


Employment
Letter


 


We
are pleased and welcome your acceptance to be appointed as the Chief Operating Officer for APTUS Therapeutics Limited (“ATL”
or the “Company”). You shall be employed full-time under the hiring entity APTUS Management Limited
(“AML”), an affiliated company of ATL, and both companies being wholly owned by APTUS Holdings Limited. The Company
is incorporated with limited liabilities under the laws of Cayman Islands and AML is duly incorporated with limited liabilities
in Hong Kong. The Company also has subsidiary companies in the Cayman Islands, Hong Kong, and Macau, whereby collectively, shall
be depicted as “APTUS” or the “Group”.


 


The
following letter seeks to illustrate the context of your employment under AML and appointment by ATL, and the terms and conditions
as set out herewith (the “Agreement”).





 


		1.	The
Group



 


APTUS
and its affiliates focus on the licensing of, and acquisition of early stage preclinical assets with the intention to engage in
drug research, development, and commercialization purposes. Assets are acquired via open and public platforms such as the technology
transfer offices of accredited universities and academic institutions. In addition, the Group seeks to be a facilitator across
the financing spectrum for biotech companies, entrepreneurs, and commercializing agents, to bolster innovations adding value to
health care needs in the market place; and to assist in furthering the research capabilities of institutions the Group works with.





 


		2.	Position
                                         and Responsibilities



 


		(a)	You
will be enlisted to act as the Chief Operating Officer for the Company (the “Role”).



 


		(b)	You
                                         shall report to Mr. Ian Huen, the Chief Executive Officer and Executive Director of the
                                         Group.



 


		(c)	As
                                         the Chief Operating Officer of the Company, you shall be responsible towards overseeing
                                         the ongoing operations, administration, and procedures of the Company, including but
                                         not limited to the development of operational strategies, metrics tied to such strategies,
                                         and the ongoing development and monitoring of control systems designed to enhance corporate
                                         procedures and results.



 


		(d)	You
                                         shall be expected to oversee, manage, and motivate the staff of operations and execution
                                         teams to execute and achieve department milestones and targets, while collaborating with
                                         other members of the Company to further Group objectives.



 






     


     


    




 





APTUS Management Limited


Unit B, 17/F Guangdong Investment Tower,
148 Connaught Road Central, Hong Kong


Tel: (852) 2117 6611 ● Fax: (852) 2850
7286



 





		(e)	Your
                                         principal accountabilities include:



 


		(i)	Overseeing
the day-to-day operations of the business of the Company; whether realizing your duties offsite at the premises of The University
of Hong Kong, the premises of the Company and its facilities, or wherever reasonably sought of or required by you to perform the
duties of your Role.



 


		(ii)	Assist
                                         the CEO in developing long term business strategies of the Company and its subsidiaries;



 


		(iii)	Assist
                                         the CEO in interfacing and coordinating third party counterparties, in particular Government
                                         departments, public servants, academic community and institutions, during multifaceted
                                         negotiations between relevant parties when engaging in matters including, but not limited
                                         to, intellectual property licensing, sponsored and contract research, Government grants
                                         and funding schemes.



 


		(iv)	Participate
                                         in key decisions and oversee the transaction processing systems, implement operational
                                         best practices across the Company and its subsidiaries.



 


		(v)	Maintain
                                         relationships with academic, public, and private sectors and institutions; represent
                                         the Company and the Group when engaging academics and public servants where relevant.



 


		(f)	You
                                         are expected to fulfill operational and leadership duties as requested by the Chief Executive
                                         Officer, the Company, the shareholders of the Company, and members of the Executive and
                                         Non-Executive Board, on a day-to-day basis during official office hours where necessary.
                                         Your contribution shall be vital and appreciated in regards to the execution of business
                                         decisions made by the Executive Board.



 


		(g)	You
                                         shall:



 


		(i)	Observe
                                         and comply with all statutory rules, and regulations where applicable as governed by
                                         the internal policies and guidelines of the Company, and the laws of Hong Kong Special
                                         Administrative Region;



 


		(ii)	Provide
                                         traceable contact during and after office hours, on weekdays and weekends, or during
                                         public holidays, whereby your availability may occasionally and reasonably be sought.






 


		3.	Date
of Commencement



 


Your
official date of appointment as the Chief Operating Officer of the Company shall commence on 18th September 2017
(“Effective Date”), as mutually agreed upon between yourself and the Executive Board of Directors of the Company.


 






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APTUS Management Limited


Unit B, 17/F Guangdong Investment Tower,
148 Connaught Road Central, Hong Kong


Tel: (852) 2117 6611 ● Fax: (852) 2850
7286



 


		4.	Salary
and Bonus



 


		(a)	Your
starting salary will be HKD 60,000 (Hong Kong Dollars Sixty Thousand) per month, paid out in an equivalent amount of thirteen
months per calendar year.



 


		(b)	Annual
                                         increment of your salary will be assessed on the basis of professional merit and the
                                         Group’s performance, and is awarded at the discretion of the Board of Directors
                                         of the Company and approved by the remuneration committee.



 


		(c)	With
                                         completion of one full year’s service (or a pro-rata portion thereof if service
                                         is less than one year), you may be entitled to a bonus as determined at the full discretion
                                         of the Board of Directors of the Company and approval of the remuneration committee.
                                         Any bonus will only be payable only if you are still in the employment of the Company
                                         on the bonus payment date which shall be payable in December or subsequent January of
                                         each calendar year.






 


		5.	Mandatory
Provident Fund



 


You
will be entitled to become a member of AML’s standard Mandatory Provident Fund scheme in accordance with the Company’s
policy and the statutory requirements.





 


		6.	Medical
                                         Insurance



 


You
will be admitted to the Group’s Medical scheme, which provides reimbursement of consultation and hospitalization expenses
in accordance with the terms of the scheme. Your role shall entitle you and your immediate family to the highest coverage bracket
available to the Group’s management personnel, where the service provider and scheme may be subject to review or alteration
in alignment to Group business needs and conditions.





 


		7.	Privacy
                                         of Information



 


		(a)	You
shall not except as authorized by the Company or required by your responsibilities reveal to any person or company any of the
trade secrets or any information concerning the organization, business, finances, transactions or affairs of the Group which may
come to your knowledge during your contract with the Group and shall keep with complete secrecy confidential information entrusted
to you and shall not use or attempt to use any such information in any manner which may injure or cause loss either directly or
indirectly to the Group or may be likely to do so. This restriction shall continue to apply if and when after the termination
of your appointment without limit in time.



 


		(b)	You
                                         shall not either during the period of your appointment or afterwards use or permit to
                                         be used any books, documents, moneys, assets, records or other property belonging to
                                         or relating to any dealings, affair or business of the Group other than for the benefit
                                         of the Group. You shall immediately deliver and return to the Group all such books, documents,
                                         monies, securities, records or other property which you then have or should have in your
                                         possession upon termination of your appointment hereunder.



 


		(c)	The
                                         Company however, agrees to provide you with any information concerning areas of interest
                                         and relevance of the Group as required by you in order to enable you to fulfill your
                                         role as the Chief Operating Officer of the Company.






 






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APTUS Management Limited


Unit B, 17/F Guangdong Investment Tower,
148 Connaught Road Central, Hong Kong


Tel: (852) 2117 6611 ● Fax: (852) 2850
7286



 


		8.	Annual
Holiday



 


You
shall be entitled to an annual leave of 25 working days (exclusive of statutory holidays) during each twelve-month period to be
taken at such time as the Group shall consider most convenient having regard to the requirements of the business of the Companies.
The said holiday shall not be accumulated beyond each twelve-month period and if not taken in full in any particular period you
shall not be entitled to salary or remuneration in lieu of taking such holiday.





 


		9.	Termination



 


Your
appointment as the Chief Operating Officer of the Company may be terminated:


 


		(a)	By
you after giving the Company not less than three (3) months’ notice in writing;



 


		(b)	By
                                         the Company after giving you three (3) months’ notice in writing; or



 


		(c)	By
                                         the Company without notice or compensation in the event of your dishonesty, fraud, gross
                                         negligence, willful default or refusal to carry out any lawful order or instructions,
                                         or the repeated breach of any rules or regulations of the Company, or those as governed
                                         by the laws of Hong Kong Special Administrative Region.






 


Please
signify your acceptance of the above terms and conditions by signing and returning to us the enclosed duplicate copy of this letter.





 


Yours
faithfully, 


 


For
and on behalf of


 





	APTUS
                                         MANAGEMENT LIMITED



	 	Agreed
                                         and accepted by:




	 	 	 
	 	 	 
	Name: Huen
                                 Chung Yuen Ian



	 	Name: Ng Siu
                                 Yan




	Position: Director & CEO	 	
	 	 	 
	 	 	 
	Date	 	Date


 


 


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