Exhibit
10.5


 


SERVICE
LEVEL AGREEMENT


 


Go.ExchangeVS


 


Body


 





 



 


This
agreement (“Agreement”) is made on the 12th day, December 2017_ between:


 


		A.	2GOTRADE
                                            LIMITED, hereinafter referred to as “2GO”, whose registered address is Unit 313-315,
                                            8 Science Park West Avenue, Shatin, NT, HONG KONG, and



 


		B.	ZHONG
                                            YANG SECURITIES LIMITED, hereinafter referred to as “CLIENT” whose registered
                                            address is Unit 07, 8/F, Capital Centre, 151 Gloucester Road, Wanchai, Hong Kong



 


(Hereinafter
collectively referred to as the “Parties” and individually as a “Party”).


 


WHEREAS




 


		1.	2GO
                                            has developed a Real-Time-Brokerage-System “Go.Exchange”, an Application Service
                                            Platform called “Go.ExchangeVS”;



 


		2.	The
                                            Stock Exchange of Hong Kong Limited (“HKEx”) has instituted a new generation
                                            of products and trading systems initiatives (collectively known as the “ORION”)
                                            including, but not limited to, ORION Open Gateway (“OCG”), Genium/Inet Central
                                            Gateway (“CG”) and ORION Market Data (“OMD”) to be launched beginning
                                            2H 2013;2GO is a licensee of HKEx MDS and PRS+ Market Data Feed Services as at this date
                                            of this Agreement; It is 2GO intention to obtain HKEx ORION Market Data Platform (“OMD”)
                                            certification and licenses in a timely manner and consistent with HKEx’s schedule;



 


		3.	2GO
                                            shall use its best effort to migrate existing Go.ExchangeVS services and/or setup new services
                                            to meet HKEx ORION platform requirement including OMD-C/OCG for equities, OMD-D/CG for derivatives
                                            trading in a timely manner and consistent with HKEx’s schedule;



 


		4.	2GO
                                            has offered to grant CLIENT a non-transferable and non-exclusive license and CLIENT has accepted
                                            to use Go.Exchange and Go.ExchangeVS subject to the terms and conditions set forth below;



 


		5.	CLIENT
                                            is intended to use and in particular agreed to subscribe Go.ExchangeVS services as stipulated
                                            in Schedule B and as amended from time to time under license pursuant to the terms and conditions
                                            contemplated under this Agreement.



 






    	Page 1	 	___________ / ___________

 
SERVICE LEVEL AGREEMENT [SLA] | Go.Exchange VS | Body | Zhong Yang Securities Limited


    


    

 


IT
IS HEREBY AGREED as follows


 


		1.	GENERAL



 


		1.1.	This
                                            Agreement is intended to cover any and all (existing and new, Direct and Indirect) services
                                            provided by 2GO to CLIENT. In the event that any terms set forth herein apply specifically
                                            to a service not subscribed by CLIENT, such terms shall not apply to CLIENT. The CLIENT subscribed
                                            services, and their charges, service levels and payment terms are stipulated in Schedule
                                            A(s) and B(s);



 


		1.2.	This
                                            Agreement may be executed in two or more counterparts, each of which shall be deemed as original,
                                            but all of which together shall constitute one and the same instrument;



 


		1.3.	This
                                            Agreement comprises the entire agreement between the Parties with respect to the subject
                                            matter hereof. It shall supersede all previous proposals, both oral and written, negotiations,
                                            representations, commitments, agreements, and all other communications in whatever form between
                                            the Parties;



 


		1.4.	Any
                                            variation, amendment, modification, or supplement to this Agreement shall be in writing executed
                                            by the Parties;



 


		1.5.	2GO
                                            and CLIENT shall not assign this Agreement or otherwise transfer its rights and obligations
                                            hereunder without the prior written consent of the other parties. However, any CLIENT assignment
                                            of this Agreement to its affiliates shall not be unreasonably withheld;



 


		1.6.	Nothing
                                            in this Agreement will prevent 2GO from providing or developing other similar Services, software,
                                            equipment, or materials;



 


		1.7.	Nothing
                                            in this Agreement shall constitute a partnership or joint venture between the Parties nor
                                            constitute one Party the agent of the other Party;



 


		1.8.	Unless
                                            otherwise specified, no delay or failure of any Party in exercising or enforcing any right
                                            under this Agreement shall constitute or be deemed to be a waiver of that right nor operate
                                            to bar the later exercise or enforcement of it at any time;



 


		1.9.	Clauses
                                            9, 10, 11 and 13 shall survive the expiration or termination of this Agreement;



 


		1.10.	2GO
                                            shall continue upgrade and to add new products and services to Go.Exchange and Go.ExchangeVS
                                            from time to time. Both parties agree to amend this Agreement accordingly in writing from
                                            time to time as new services become available and subscribed by CLIENT.



 


		2.	DEFINITIONS



 


In
this Agreement, unless the contrary intention appears


 


		2.1.	“Advance
                                            Payment” means a prepayment of Service Charges payable by CLIENT to 2GO, which shall
                                            be applied to the Service Charges due from CLIENT after commencement of the Service;



 


		2.2.	“Affiliate”
                                            means a subsidiary (as defined in the Companies Ordinance) of CLIENT or a holding company
                                            (as defined in the Companies Ordinance) of CLIENT or a subsidiary of a holding company of
                                            CLIENT;



 


		2.3.	“Agreement”
                                            means this Agreement for the licensing and use of Go.Exchange and Go.ExchangeVS and its related
                                            Services;



 


		2.4.	“CCPI”
                                            means Composite Consumer Price Index published by the government of Hong Kong Special Administrative
                                            Region (HKSAR);



 


		2.5.	“Confidential
                                            Information” means the confidential information of a Party (which term when used in
                                            this definition includes, in the case of CLIENT, the Affiliates and CUSTOMER and its or their
                                            customers) which relates to the existence, the contents and the subject matter of this Agreement
                                            and includes but not limited to all information and data of a confidential or personal nature,
                                            in whatever form or medium, in which the Party has a proprietary or ownership interest including
                                            without limitation, information and data relating to accounts, strategies, products, services,
                                            software, methods, systems, plans, pricing, suppliers, competitors’ bases, costs, sales,
                                            designs, processes, business planning and operations, and administrative, financial, production,
                                            or marketing activities;



 






    	Page 2	 	___________ / ___________

 
SERVICE LEVEL AGREEMENT [SLA] | Go.Exchange VS | Body | Zhong Yang Securities Limited


    


    

 


		2.6.	“CUSTOMER
                                            Equipment” means computer equipment set forth in Schedule O, if any, and owned by the
                                            CUSTOMER but collocated in Go.ExchangeVS including, but not limited to the electronic gateways
                                            (i.e. AMS/3.8 OG, ATS N/G) provided by HKEx;



 


		2.7.	“CUSTOMER”
                                            means CLIENT or any Affiliate or INTRODUCING BROKER or any customer of the abovementioned
                                            who subscribes for or uses the services provided by 2GO through CLIENT;



 


		2.8.	“day(s)”
                                            means calendar day or day(s);



 


		2.9.	“Go.Exchange”
                                            means the proprietary Real-Time-Brokerage-Systems (RTBS) & technology developed by 2GO,
                                            including, but not limited to software applications, hardware & network designs, algorithms,
                                            software in source and object forms, user interfaces designs, architecture, business processes,
                                            class libraries, objects & documentation in printed and electronic form, knowhow, trade
                                            secrets and any related intellectual property rights owned by 2GO or licensed to 2GO from
                                            a third party, and also including any derivatives, improvements, enhancements or extensions
                                            of any of the foregoing conceived, reduced to practice, or developed during the term of this
                                            Agreement by 2GO;



 


		2.10.	“Go.ExchangeVS”
                                            means the Application Service Platform developed and provisioned by 2GO using Go.Exchange.
                                            Go.ExchangeVS services including, but are not limited to all material, manuals, business
                                            processes, software applications hosted by 2GO and/or CLIENT, IDC facilities, servers, networks,
                                            security devices, application service management and professional services;



 


		2.11.	“Hong
                                            Kong” means the Hong Kong Special Administrative Region (HKSAR) of the People’s
                                            Republic of China;



 


		2.12.	“Initial
                                            Period” means the period of TWENTY-FOUR (24) months commencing from Service Commencement
                                            Date stipulated herein;



 


		2.13.	“Internet
                                            Data Center (IDC)” means the 2GO designated Internet Data Center(s) in which all Go.ExchangeVS
                                            equipment and the CUSTOMER Equipment, if any, are hosted;



 


		2.14.	“Intellectual
                                            Property Rights” means copyright, trademark, design, patent and other intellectual
                                            property rights associated with Go.Exchange and Go.ExchangeVS, including, but not limited
                                            to, architecture, business process, workflow, logic, software applications, operation and
                                            security policies and system design owned by 2GO;



 


		2.15.	“INTRODUCING
                                            BROKER” means any broker firm other than CLIENT which is an authorized user of Go.ExchangeVS
                                            under this agreement and approved by 2GO from time to time, and used as CLIENT’s gateway
                                            equipment to execute trade orders, and such approval shall not be unreasonably withheld by
                                            2GO;



 


		2.16.	“Monthly
                                            Minimum Charges (MMC)” means the fix monthly minimum charges set forth in Schedule
                                            B(s) payable to 2GO excluding all 3rd party charges under the terms of this Agreement;



 


		2.17.	“Service
                                            Charge(s)” means any Advance Payment and any upfront, recurring fix, recurring variable
                                            charges and other ad-hoc charges and fees due from CLIENT which accrue from the relevant
                                            Service Commencement Date(s) and may become payable to 2GO from time to time and set forth
                                            in Schedule B(s) as due from CLIENT including, but not limited to (i) licence charges for
                                            the right to use Go.Exchange in whole or in parts; (ii) professional charges for services
                                            rendered including, but not limited to trading gateway certification, application set-up,
                                            pilot, change management, data conversion, system migration, parallel run, UAT, training,
                                            customer premises equipment installation and setup; (iii) third party charges for telecom,
                                            hardware, software, data center, facility hosting services, Hong Kong Exchanges and Clearing
                                            Limited (HKEx) charges and HKEx Information Services Limited (HKEx-IS) MDF charges; ; and
                                            (v) any charges as may be agreed between 2GO and the CLIENT in writing in connection with
                                            services provided by 2GO;



 






    	Page 3	 	___________ / ___________

 
SERVICE LEVEL AGREEMENT [SLA] | Go.Exchange VS | Body | Zhong Yang Securities Limited


    


    

 


		2.18.	“Service(s)”
                                            means the Go.ExchangeVS service(s) provided by 2GO as described in Schedule A of this Agreement
                                            and any other services provided by or on behalf of 2GO to the CUSTOMER under this Agreement
                                            and under the following classifications:



 


		2.18.1.	“Direct
                                            Service(s)” means the application service(s) developed, supported, controlled and provisioned
                                            by 2GO and hosted exclusively inside and behind 2GO IDC network edge devices including, and
                                            limited to, CLIENT subscribed Direct Services specified in Schedule B and its sub-schedules,
                                            if any;



 


		2.18.2.	“Indirect
                                            Service(s)” means the service(s), other than the Direct Services, provisioned by 2GO
                                            inside or outside of 2GO IDC and not under the complete control of 2GO including, but not
                                            limited to Go.ExchangeVS application services hosted in CLIENT facilities, HKEx AMS/3.8 OG
                                            hosting, hosting services of CLIENT equipment and applications, private and public telecom
                                            networks, Internet connectivity, intrusion detection and prevention service, antivirus service,
                                            IDC facilities (hosting, UPS, utilities, HVAC, Internet backbone connectivity), and any 3rd
                                            party content service integrated or provisioned along with 2GO Direct Service, in each case
                                            to the extent that it is not under the direct control of 2GO or its subcontractors;



 


		2.18.3.	“Professional
                                            Service(s)” means pre and post production service 2GO provided to CLIENT before, during
                                            and after service launches;



 


		2.19.	“Service
                                            Commencement Date” means, in relation to a CUSTOMER, the date on which a service is
                                            delivered to the CUSTOMER, and 2GO begins its billing cycle due from CLIENT according to
                                            the terms and conditions of this Agreement or subsequently agreed in writing between the
                                            parties. Unless otherwise specified in this Agreement, the Service Commencement date shall
                                            be no more than 2 months after the date UAT is approved and signed by CLIENT;



 


		2.20.	“SLA”
                                            means the Service Level Agreement or this Agreement;



 


		2.21.	“Trading
                                            hours” means then prevailing HKEx trading hours;



 


		2.22.	“2GO
                                            Materials” means Go.Exchange and any other data, information, equipment and materials
                                            provided by 2GO in connection with this Agreement;



 


		2.23.	“User
                                            Acceptance Test (UAT)” means a set of tests, milestones and criteria mutually agreed
                                            between both Parties for the purpose of qualifying the fitness, performance and readiness
                                            for production of an intended Service (or any enhancements, upgrades, amendments and changes
                                            thereto);



 


		2.24.	“Working
                                            Day(s)” means a day or day(s) on which banks in Hong Kong are open for business;



 


		2.25.	“HKEx”
                                            means The Hong Kong Exchanges and Clearing Limited;



 


		2.26.	“SFC”
                                            means The Securities and Futures Commission of Hong Kong;



 


		2.27.	“AMS/3.8”
                                            means the 3rd Generation Trading Systems of HKEx for equities;



 


		2.28.	“OG”
                                            means the Open Gateway provided by HKEx for licensed brokers and owned by CLIENT;



 


		2.29.	“BSS”
                                            means the Broker Supplied System which utilized a HKEx provided OG for direct access to HKEx
                                            AMS/3.8 system;



 


		2.30.	“MWS”
                                            means the Multi-Workstation System and trading workstations software provided by HKEx for
                                            licensed brokers;



 


		2.31.	“ORS”
                                            means the Order Routing System of HKEx;



 


		2.32.	“PNS”
                                            means the Proprietary Network System of HKEx through which authorized PNS service provider
                                            can aggregate and route trades via ORS to any ORS-approved MWS and BSS;



 


		2.33.	“ATS”
                                            means the Automatic Trading System of HKEx for futures and options;



 


		2.34.	“N/G”
                                            means the Network Gateway software provided by HKEx for futures and options trading;



 


		2.35.	“OAPI”
                                            means the protocol used by HKEx for futures and options trading;



 


		2.36.	“MDF”
                                            also known as MDS means the real time market data feed of HKEx equities prior to ORION;



 






    	Page 4	 	___________ / ___________

 
SERVICE LEVEL AGREEMENT [SLA] | Go.Exchange VS | Body | Zhong Yang Securities Limited


    


    

 


		2.37.	“FIX”
                                            means Financial Information eXchange, an open standard protocol;



 


		2.38.	“HKIX”
                                            means the internet backbone of Hong Kong;



 


		2.39.	“STP”
                                            means straight-through-processing of trade transaction;



 


		2.40.	“IT”
                                            means Information Technology;



 


		2.41.	“BCP”
                                            means business continuity planning of Go.ExchangeVS;



 


		2.42.	“Stabilization
                                            Period” means a 30 days period following 2GO systems launched or scheduled upgrade(s).
                                            Service performance breach by 2GO during this Stabilization Period, if any, shall be deemed
                                            as remedial which 2Go shall rectify and shall not be used by CLIENT as evidence of 2GO non-remedial
                                            breach during the term of the Agreement;



 


		2.43.	“CCC”
                                            means 2GO Command and Control Center whereupon all Services are actively monitored and managed
                                            by 2Go;



 


		2.44.	“CPE”
                                            means CUSTOMER Premises Equipment owned, controlled and operated by CLIENT or its CUSTOMER
                                            outside of 2GO facilities including but not limited to infrastructure, network, hardware,
                                            and their underlying operating systems, antivirus software, software utilities and the like;



 


		2.45.	“CPSS”
                                            means CUSTOMER Premises Software Subscription, an Indirect Service provided by 2GO for CLIENT
                                            who wishes to host 2GO software within its own facilities;



 


		2.46.	“EP”
                                            means HKEx market participant with trading and access rights;



 


		2.47.	“ORION”
                                            means HKEx transformative program comprising of new platforms and facilities including connectivity
                                            networks, a state-of-the-art data centre, and systems providing order matching, market data
                                            dissemination and market access services;



 


		2.48.	“OMD”
                                            means HKEx ORION Market Data platform including, but not limited to “C” for Equities,
                                            and “D” for Derivatives”;



 


		2.49.	“OCG”
                                            means HKEx ORION Central Gateway for Equities trading to replaced AMS/3.8 OG based systems;



 


		2.50.	“CG”
                                            means HKEx Genium/Inet Central Gateway for Derivatives trading to replace NG based systems.



 


		2.51.	“SDNET2”
                                            means the Wide-Area-Network (WAN) connecting the market system to HKEx systems;



 


		2.52.	“HSN”
                                            means the lowest latency network and interface between HKEx and external trading systems
                                            available for the exclusive use of HKEx TKO IDC colocation tenants.



 


		2.53.	“ESN”
                                            means the ECO Systems Network of HKEx TKO IDC for the exclusive use of its colocation tenants
                                            and ECO partners.



 


		2.54.	“Man
                                            Hour Charges” means the chargeable man hour rates for services rendered by 2GO sets
                                            forth under Schedule B(s) pursuant to the SLA or this Agreement.



 


		3.	DELIVERY
                                            OF SERVICES



 


		3.1.	CLIENT
                                            agrees to subscribe and pay for, and 2GO agrees to provide, the Service(s) to each CUSTOMER
                                            (directly or through CLIENT or the Affiliates, as directed by CLIENT on a case by case basis
                                            from time to time) during the term of this Agreement set forth in Clause 4.



 






    	Page 5	 	___________ / ___________

 
SERVICE LEVEL AGREEMENT [SLA] | Go.Exchange VS | Body | Zhong Yang Securities Limited


    


    

 


		4.	TERM



 


		4.1.	This
                                            Agreement is in effect and in full force for the Initial Period based on the price schedules
                                            set forth in Schedule B(s), and thereafter automatically renewed for successive term of Twelve
                                            (12) months (each “Renewal Term”). Either Party may, by at least ninety (90)
                                            days before the expiry of the Initial Period or the then current Renewal Term (as the case
                                            may be), notify the other Party in writing its desire not to renew this Agreement. If such
                                            a notice is issued, this Agreement shall expire at the end of the Initial Period or such
                                            Renewal Term (as the case may be). Failure to notify the other Party in writing in a timely
                                            manner in accordance with the foregoing shall be deemed as an automatic renewal of this Agreement
                                            for an additional Renewal Term set forth herein.



 


		5.	CHARGES



 


		5.1.	Service
                                            Charge(s). CLIENT shall pay to 2GO the Service Charges set forth in Schedule B(s) , and all
                                            other additional or ad-hoc charges, Man Hour Charges and fees the incurring and amounts of
                                            which have been mutually agreed in writing between both Parties, which may become payable
                                            to 2GO from time to time. For the purpose of this Agreement, Man Hour Charges comprise of
                                            the following components and shall be levied by applying the following rate tables by 2GO:
                                            5.1.1 Rates per Man Hour and per Man Day



 


		i)	Man
                                            Hour rates by position



 


	Project Director	 	$	2,000.00	 
	Project Manager	 	$	1,200.00	 
	System Analyst	 	$	800.00	 
	Analyst Programmer	 	$	500.00	 



 


		ii)	Man
                                            Day rate



 


Man
Day rate comprises of:


 


	Project Director	 	0.5 hour
	Project Manager	 	1.0 hour
	System Analyst	 	2.5 hours
	Analyst Programmer	 	4.0 hours
	Total:	 	8.0 hours @ $6,000.00 per Man Day



 


		5.2.	Relocation
                                            Charges. If the CUSTOMER relocates or moves its facilities and/or premises at which Go.ExchangeVS
                                            is provided herein, CLIENT shall reimburse 2GO for any expenses, charges and fees which 2GO
                                            reasonably incurs as a result of such relocation or movement provided that CLIENT’s
                                            prior written consent of same has been obtained;



 


		5.3.	Late
                                            Payments. All charges shall be due and payable within (30) days upon the date of receipt
                                            by CLIENT of a valid invoice from 2GO or the relevant invoice date specified in Schedule
                                            B(s), whichever is later. 2GO shall be entitled to charge CLIENT interest in respect of late
                                            payment of any undisputed sums due under this Agreement at the rate of 2% per month after
                                            the sums overdue still remains unpaid seven calendar (7) days after receipt of a written
                                            notice from 2GO notifying CLIENT that such sums are overdue;



 


		5.4.	Taxes.
                                            The Service Charges are exclusive of any duties or taxes (including goods and services tax)
                                            levied by the government of Hong Kong which may be payable by CLIENT (other than, for the
                                            avoidance of doubt, any taxes on 2GO’s income or profit) and which shall be borne by
                                            CLIENT;



 






    	Page 6	 	___________ / ___________

 
SERVICE LEVEL AGREEMENT [SLA] | Go.Exchange VS | Body | Zhong Yang Securities Limited


    


    

 


		5.5.	Charge
                                            Revisions



 


		5.5.1.	New
                                            Services and 3rd Party Costs. For the avoidance of doubt, 2GO has the right to
                                            amend fees and charges including without limitation the right to introduce additional fees
                                            or charges to cover any type of NEW services (not specified in Schedule A(s) and B(s)) CLIENT
                                            may subscribe from time to time (which shall not take away or adversely affect any of the
                                            then existing Services); the right to pass on any increase of 3rd party costs
                                            specified in Schedule B(s) onto CLIENT from time to time (subject to provision of evidence
                                            of such increase reasonably acceptable to CLIENT). Unless otherwise agreed in writing by
                                            CLIENT and 2GO, 2GO shall notify CLIENT of all proposed changes under this Clause in writing
                                            at least three (3) months before the effective date of the changes (which effective date,
                                            except in the case of NEW services or 3rd party costs, shall be after the end
                                            of the then current term set forth in Clause 4);



 


		5.5.2.	End
                                            of Term Adjustment. Either Party may, by at least one hundred twenty (120) days before the
                                            expiry of the Initial Period or the then current Renewal Term (as the case may be), notify
                                            the other Party in writing its desire to renew this Agreement shall there be any proposed
                                            adjustment in Services Charges. In the event no agreement has been reached between both Parties
                                            ninety (90) days before the aforementioned expiry, the Party requesting such changes shall
                                            notify the other Party in writing ninety (90) days before the expiry its intention to a)
                                            renew the Agreement without any changes, or b) terminate the Agreement as of the expiry date.
                                            Failure to notify the Party requesting such changes in writing in a timely manner in accordance
                                            with the foregoing shall be deemed as an automatic renewal of this Agreement for an additional
                                            Renewal Term in accordance with the same terms pursuant to the Agreement;



 


		5.5.3.	Inflation
                                            Adjustment. All fees and charges shall be subject to annual inflation adjustment based on
                                            the Composite Consumer Price Index (CCPI) published by the government of Hong Kong Special
                                            Administrative Region (HKSAR) for the then available last twelve months period. 2GO shall
                                            notify CLIENT in writing thirty (30) days before the adjustment is made payable but in no
                                            event be sooner than (30) days before each anniversary of the Service Commencement Date.
                                            2GO shall provide revised Schedule B(s) based on the then available CCPI indexes for the
                                            previous twelve (12) months. In the event any such adjustment by 2GO is delayed or deferred,
                                            2GO shall have the right to claim and make such adjustment retroactively and at a later time.
                                            The following is an example on MMC with CCPI adjustment:



 


All
Service Charge(s) for the next twelve (12) months =


 


All
Service Charge(s) for the previous twelve (12) months x (1 + Year-on-year CCPI % change of the previous twelve (12) months)


 


		5.6.	Disputed
                                            Charges. In the event that CLIENT disputes any parts thereof of a 2GO’s invoice, CLIENT
                                            shall pay the undisputed parts of the invoice and submit a written claim for the disputed
                                            amount. If it is subsequently agreed by the Parties that the whole or any parts of the disputed
                                            amount is payable by CLIENT, CLIENT shall pay such agreed amount to 2GO. 2GO shall have to
                                            right to impose a penalty interest set forth in Clause 5.3 hereof on any disputed amount
                                            payable by CLIENT and not a result of 2GO breach.



 


		6.	PERFORMANCE
                                            OF Go.ExchangeVS



 


		6.1.	General.
                                            2GO warrants that all Direct Services stipulated in this Agreement shall be delivered continuously
                                            with minimal interruption and consistent with the service levels set forth in Schedule A1,
                                            excluding any outages and interruption of Service to the extent resulting from (i) negligence
                                            or other misconduct of CLIENT, the CUSTOMER or its agents which renders the service inoperable;
                                            (ii) failure or malfunction of any or all CUSTOMER Equipment collocated in 2GO IDC, CUSTOMER
                                            premises equipment, PCs, LAN, WAN, applications or services located at CLIENT’s or
                                            CUSTOMER’s premises which is external to and not controlled by 2GO; (iii) failure or
                                            malfunction of HKEx systems including but not limited to TKO IDC, OCG, CG, OMD, HSN, AMS/3.8
                                            OG and OAPI, Market Data Feed, CCASS and DCASS files transfer mechanism, which is not caused
                                            by 2GO’s breach or negligence; (iv) failure or malfunction of 3rd parties
                                            trade and settlement network, counter parties gateways and trading systems which is external
                                            to and not controlled by 2GO;



 






    	Page 7	 	___________ / ___________

 
SERVICE LEVEL AGREEMENT [SLA] | Go.Exchange VS | Body | Zhong Yang Securities Limited


    


    

 


		6.2.	Enhancements
                                            and Upgrades.



 


		6.2.1.	2GO
                                            shall develop enhancements, amendments and make timely changes to Go.ExchangeVS (in the context
                                            of HKEx ORION, AMS/3.8 and OAPI based trading systems) to comply with the changes dictated
                                            by Hong Kong Exchanges and Clearing Limited and its subsidiaries and regulatory changes as
                                            stipulated by regulatory bodies of the Government of the Hong Kong Special Administrative
                                            Region;



 


		6.2.2.	2GO
                                            shall have the right to change, modify, upgrade and enhance any or all parts of Go.ExchangeVS
                                            from time to time without prior consent of CLIENT and CUSTOMER, provided that such changes,
                                            modifications, upgrades and enhancements do not have an adverse effect on the usability,
                                            performance or functionality of the service as it applies to the CUSTOMER and its customers;



 


		6.3.	Data
                                            Protection. 2GO agrees to use the standard of market practice applicable from time to time,
                                            including the use of encryption devices and software, to protect the data of the CUSTOMER
                                            to maintain confidentiality in accordance with Section 13;



 


		6.4.	Data
                                            Backup. Unless otherwise specified in this Agreement, 2GO shall have the right to make copies
                                            of the data from the CUSTOMER and store them in a secondary location in Hong Kong as part
                                            of the standard BCP practice of Go.ExchangeVS. 2GO shall keep such copies and the data secure
                                            and strictly confidential at all times in accordance with Section 13;



 


		6.5.	Data
                                            Storage and Removal. Unless otherwise specified in this Agreement, 2GO shall remove from
                                            its computers and storage devices all data and information supplied by the CUSTOMER (or derived
                                            from data or information supplied by any of them) when this Agreement is terminated and after
                                            these data and information has been successfully transferred back to the CUSTOMER in accordance
                                            with Section 11.



 


		7.	SERVICE
                                            LEVEL WARRANTY



 


		7.1.	Disclaimer.
                                            Save as otherwise specified in the Agreement, and except for the warranties and obligations
                                            set forth in this Agreement, the Services are provided on an “AS IS” basis, and
                                            the CUSTOMER’s use of the Services is at its own risk. 2GO does not make, and hereby
                                            disclaims, any and all other express and/or implied warranties, including, but not limited
                                            to, warranties of merchantability, fitness for a particular purpose, warranties arising from
                                            a course of dealing, usage, or trade practice and warranties that the Services will be uninterrupted,
                                            error-free, or completely secure;



 


		7.2.	Applicable
                                            Services. The service level warranty explicitly set forth in Schedule A1 shall apply to 2GO
                                            Go.ExchangeVS Direct Services exclusively, and shall not be applicable to any 2GO Indirect
                                            Service or any other 3rd party services or any fault caused by any breach of CLIENT or the
                                            CUSTOMER or any contingency operations resulted from failures other than Direct Services
                                            failures.



 


		8.	RESPONSIBILITIES



 


		8.1.	In
                                            compliance with Go.ExchangeVS security policy over CUSTOMER premises equipment, the CUSTOMER
                                            may not, except in the case of emergency, make any material change to their network connection,
                                            router, firewall, LAN or computer equipment configuration within the CUSTOMER premises (including
                                            any material changes in hardware or software) which are directly (physically and/or logically)
                                            connected to Go.ExchangeVS without prior written consent from 2GO, which consent shall not
                                            be unreasonably withheld or delayed;



 


		8.2.	Upon
                                            the expiry and/or termination of this Agreement



 


		8.2.1.	CLIENT
                                            and the CUSTOMER shall return all equipment, materials, software (other than any correspondence,
                                            user or administrator documentation, invoices, receipts and service or problem reports) in
                                            its possession, owned by 2GO, and documented by 2GO with a delivery note stating such condition
                                            of use to 2GO within thirty (30) days after such expiry or termination (as the case may be);



 






    	Page 8	 	___________ / ___________

 
SERVICE LEVEL AGREEMENT [SLA] | Go.Exchange VS | Body | Zhong Yang Securities Limited


    


    

 


		8.2.2.	2GO
                                            shall return all equipment, materials, software (other than any correspondence, user or administrator
                                            documentation, invoices, receipts and service or problem reports) in its possession, owned
                                            by CLIENT, and documented by CLIENT with a delivery note stating such condition of use to
                                            CLIENT within thirty (30) days after such expiry or termination (as the case may be);



 


		8.3.	The
                                            CUSTOMER connecting to the Go.ExchangeVS intranet network shall observe and abide by such
                                            CUSTOMER premises equipment guidelines as may be agreed between CLIENT and 2GO from time
                                            to time. Notwithstanding any warranty or guarantee set forth in this Agreement, in the event
                                            abnormal data packets and/or malicious attacks originated from the CUSTOMER premises equipment
                                            are detected at the network node connecting Go.ExchangeVS and the CUSTOMER at fault, 2GO
                                            shall have the right without penalty to defend, block, disconnect and suspend any or all
                                            affected Services provided to the CUSTOMER at fault immediately until the fault is cured
                                            and the network is restored to a safe and normal operating condition.



 


		9.	REPRESENTATIONS
                                            AND WARRANTIES



 


		9.1.	Each
                                            Party represents and warrants that it will perform its responsibilities under this Agreement
                                            in a manner that does not infringe or constitute any infringement or misappropriation of
                                            any intellectual property of the other Party;



 


		9.2.	Each
                                            Party agrees that the performance of Go.ExchangeVS may involve the use by the other Party
                                            of premises, facilities, hardware, software and/or other items to be provided by that Party.
                                            Each Party warrants that it will take all actions (including obtaining all relevant consents)
                                            necessary and consents to all such usage by the other Party and agrees to indemnify the other
                                            Party against all claims liabilities, losses, damages and expenses suffered directly or indirectly
                                            through such usage save and except to the extent that such claims liabilities, losses, damages
                                            and expenses were due to the default or negligence of the other Party;



 


		9.3.	2GO
                                            represents and warrants that



 


		9.3.1.	it
                                            has and will retain all right, title and authority to enter into this Agreement, to grant
                                            the rights and licences granted under this Agreement and to perform all of its obligations
                                            under this Agreement;



 


		9.3.2.	it
                                            has obtained and will maintain in force all necessary registrations, authorisations, consents
                                            and licences to enable it to fulfill its obligations under this Agreement and to permit CLIENT,
                                            the Affiliates and the CUSTOMERs to exercise their rights under this Agreement without restriction;



 


		9.3.3.	it
                                            fully complies with, and shall continue to fully comply with, all applicable laws, regulations
                                            and codes of practice;



 


		9.3.4.	it
                                            will carry out its obligations in accordance with this Agreement to the best of its skill
                                            and ability and with the skill and care of a qualified developer and provider of services
                                            of the same or similar nature to the Services at all times using suitably competent and suitably
                                            skilled and experienced personnel in accordance with best industry practice; and



 


		9.3.5.	the
                                            2GO Materials will, or which when used by CLIENT, the Affiliates or the CUSTOMERs or its
                                            or their customers will:



 


		9.3.5.1.	not
                                            breach any applicable law, regulation or code of practice;



 


		9.3.5.2.	not
                                            be libelous, blasphemous, defamatory, pornographic, obscene, offensive or cause injury to
                                            or invade the privacy of any person;



 


		9.3.5.3.	not
                                            infringe any intellectual property right, moral right or any other right of any person;



 


		9.4.	Each
                                            Party acknowledges that in entering into this Agreement, the other Party is relying upon
                                            that Party’s warranties set forth in this Agreement being true and accurate.



 






    	Page 9	 	___________ / ___________

 
SERVICE LEVEL AGREEMENT [SLA] | Go.Exchange VS | Body | Zhong Yang Securities Limited


    


    

 


		10.	INDEMNITY



 


		10.1.	Except
                                            in relation to liability for personal injuries, death, property damage, the maximum liability
                                            of 2GO to CLIENT in respect of any other loss or damage (including but not limited to loss
                                            of business profits or revenue or anticipated savings or use, loss or wasted expenditure
                                            and corruption, destruction or loss of data) which may be suffered or incurred or which may
                                            arise directly in respect of Direct Services supplied pursuant to this Agreement or in respect
                                            of a failure or omission on the part of 2GO to comply with its obligations under this Agreement
                                            shall not exceed the one (1) month total of the Service Charges set forth in Schedule B(s)
                                            (excluding all 3rd party costs) prior to the date on which such liability arises;



 


		10.2.	CLIENT
                                            acknowledges that it has not relied on a representation made by 2GO, which is not stated
                                            or referred to in this Agreement;



 


		10.3.	If
                                            at any time an allegation of infringement of intellectual property is made, 2GO shall indemnity
                                            CLIENT against any claims and liabilities arising thereof, if any, at 2GO’s own expense
                                            and election modify Go.ExchangeVS, or modify or replace any item provided as part of Go.ExchangeVS,
                                            or provide a functional equivalent, so that Go.ExchangeVS becomes non-infringing, provided
                                            that any such replacement, modification or equivalent does not affect the performance or
                                            functionality of Go.ExchangeVS.



 


		11.	TERMINATION



 


		11.1.	Termination
                                            for Cause.



 


Unless
otherwise specified in this Agreement, either Party may terminate this Agreement if: (i) the other Party breaches any term or condition
of this Agreement and, in the case of a remediable breach, fails to remedy within thirty (30) days (or in the case of a failure by CLIENT
to pay any overdue Service Charges, fourteen (14) days) after receipt of written notice of same. Termination of this Agreement will not
relieve either Party of any liability for breach of this Agreement; (ii) the other Party becomes the subject of a voluntary petition
in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors;
(iii) the other Party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency,
receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty
(60) days of filing;


 


		11.2.	Early
                                            Termination.



 


If
this Agreement is terminated by CLIENT or by 2GO before its expiry due to a breach or breaches of CLIENT, who fails to rectify or remedy
such a breach or breaches within (7) days, CLIENT shall, notwithstanding any other provision to the contrary in this Agreement and as
2GO’s sole and exclusive remedy, be liable to pay within 30 days of termination an early termination fee to 2GO which is equal
to 100% of all then Service Charges including 3rd party cost specified in Schedule B(s) and its sub-schedules for the remaining terms.


 


		11.3.	Effect
                                            of Termination. Upon the effective date of termination of this Agreement



 


		11.3.1.	Any
                                            and all payment obligations due from CLIENT including, but not limited to early termination
                                            charges, outstanding balances, MMC and 3rd party costs shall immediately become
                                            due;



 


		11.3.2.	Within
                                            seven (7) days of such termination, CLIENT shall (i) remove all CLIENT CUSTOMER Equipment
                                            and any other CLIENT property, if any, from 2GO IDC and premises upon 2GO request, and (ii)
                                            return all rental equipment, if any, to 2GO;



 






    	Page 10	 	___________ / ___________

 
SERVICE LEVEL AGREEMENT [SLA] | Go.Exchange VS | Body | Zhong Yang Securities Limited


    


    

 


		11.3.3.	Unless
                                            otherwise agreed in writing, if CLIENT does not remove CLIENT Equipment and its other property
                                            within such seven-day period, 2GO shall have the option to (i) move any and all such property
                                            to secure storage and charge CLIENT for the reasonable cost of such removal and storage,
                                            and/or (ii) liquidate the property in any reasonable manner;



 


		11.3.4.	2GO
                                            shall return CLIENT data, if any, to CLIENT in a computer readable format (i) if this Agreement
                                            is terminated for CLIENT’s breach, within seven (7) days after the payment obligation
                                            in Clause 11.3.1 being satisfied by CLIENT; or (ii) in any other case except when CLIENT
                                            not yet satisfied its payment obligation according to Section 11.3.1, within thirty (30)
                                            days of termination;



 


		11.4.	CLIENT
                                            CUSTOMER Equipment and Data as Security. In the event that CLIENT fails to pay 2GO all outstanding
                                            amounts under this Agreement when due and 2GO’s right to terminate this Agreement under
                                            Clause 11.1 has become exercisable, CLIENT agrees that, upon delivery of the fourteen (14)
                                            days’ written notice to CLIENT, 2GO may, if CLIENT has not paid the outstanding amounts
                                            before the end of the notice period, by written notice to CLIENT (i) suspend all Services
                                            and / or terminate this Agreement; and/or (ii) take possession of any of CLIENT’s assets
                                            in equivalent value as compensation for the amount owed.



 


		12.	LICENCES,
                                            OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS



 


		12.1.	As
                                            per CLIENT subscribed Services set forth in Schedule B and its sub-schedules, if any, 2GO
                                            hereby grants to CLIENT and its CUSTOMER a non-transferable and a non-exclusive license to
                                            use Go.ExchangeVS and the Services;



 


		12.2.	Ownership
                                            of the equipment, software and materials made available by 2GO as part of Go.ExchangeVS and
                                            all Intellectual Property Rights therein and in all improvements or enhancements to the equipment,
                                            software and materials shall at all times remain the absolute property of 2GO or its licensors;



 


		12.3.	The
                                            CUSTOMER shall at all times, use reasonable endeavors to safeguard the equipment, software
                                            and materials made available by 2GO as part of Go.ExchangeVS and which are owned by 2GO or
                                            its licensors insofar as they are in the possession and control of the CUSTOMER and not do
                                            or permit any act which is inconsistent with 2GO’s ownership thereof.



 


		13.	CONFIDENTIALITY



 


		13.1.	Each
                                            party undertakes and agrees that unless and until Confidential Information of the other party
                                            enters the public domain it will treat and safeguard as strictly private and confidential
                                            all the Confidential Information of the other party, and that it shall not disclose, publicize,
                                            disseminate or reveal by any means whatsoever such Confidential Information save as to the
                                            CUSTOMER;



 


		13.2.	The
                                            obligations of the Parties under this Clause 13 shall survive the suspension, expiry, or
                                            termination of this Agreement for a term of one (1) year for whatever reason;



 


		13.3.	CLIENT
                                            may from time to time impart to 2GO, and 2GO may from time to time obtain or generate, certain
                                            Confidential Information of CLIENT and the CUSTOMER and the CUSTOMER’s customers and
                                            2GO hereby agrees that it will use such Confidential Information solely for the purposes
                                            of this Agreement and that it shall not disclose, whether directly or indirectly, to any
                                            third party such information other than as required to carry out the purpose of this Agreement
                                            to which CLIENT’s prior written consent has been obtained. Upon request by CLIENT from
                                            time to time, 2GO shall return to CLIENT all such Confidential Information, and all copies
                                            thereof and either return to CLIENT or destroy (as directed by CLIENT) all notes or memoranda
                                            or other stored information of any kind relating to any such Confidential Information;



 


		13.4.	2GO
                                            undertakes to operate, maintain, protect, safeguard, and ensure against any intentional or
                                            unintentional leakage of the Confidential Information referred to in Clause 13.3 to any third
                                            party;



 


		13.5.	Each
                                            Party shall return all Confidential Information (other than any correspondence, user or administrator
                                            documentation, invoices, receipts and service or problem reports) in its possession and control
                                            and received from the other Party during the term of this Agreement to the other Party upon
                                            expiry or termination of this Agreement within thirty (30) days after such expiry or termination
                                            (as the case may be);



 






    	Page 11	 	___________ / ___________

 
SERVICE LEVEL AGREEMENT [SLA] | Go.Exchange VS | Body | Zhong Yang Securities Limited


    


    

 


		13.6.	The
                                            foregoing obligations in this Clause 13 shall not apply to any Confidential Information which



 


		13.6.1.	was
                                            already in the public domain or which becomes so through no fault of the recipient Party;



 


		13.6.2.	was
                                            already known to the recipient Party prior to receipt thereof from the disclosing Party;



 


		13.6.3.	was
                                            or is subsequently disclosed to the recipient Party by a third party owing no duty of confidentiality
                                            towards the disclosing Party in respect thereof;



 


		13.6.4.	was
                                            or is subsequently developed independently by the recipient Party; or



 


		13.6.5.	is
                                            required to be disclosed by any applicable law, regulation, code of practice, regulatory
                                            authority, court, or the rules of applicable stock exchanges.



 


		14.	FORCE
                                            MAJEURE



 


		14.1.	Neither
                                            Party shall be liable for any breach of this Agreement to the extent caused by any act of
                                            God, fire, flood, earthquake, act of government or state, war, civil commotion, insurrection,
                                            embargo, unavailability of raw materials, energy or other supplies, general labor strikes,
                                            the failure of any public telecommunications and Internet service provider or any other reason
                                            beyond the control of such Party, provided that (i) a Party shall not be absolved from liability
                                            in reliance on any act or omission of any subcontractor or service provider unless the subcontractor
                                            or service provider is affected by the foregoing events; (ii) the Party affected by such
                                            events gives written notice to the other Party as soon as reasonably possible stating the
                                            details of the event and the extent of the breach and the omission to give such notice shall
                                            forfeit the rights of that Party to claim exemption from liability; and (iii) the Party affected
                                            by such event shall remove the cause of the event (or, if it is not possible, adopt alternative
                                            measures to circumvent the adverse effect of the event) and resume performance of the affected
                                            obligations as soon as possible;



 


		14.2.	The
                                            operation of the affected obligations under this Agreement shall be suspended to such extent
                                            during the period in which such circumstance continues. For the avoidance of doubt, any charges
                                            which would otherwise be payable during such period of suspension shall not be payable and
                                            the obligation to continue payment shall only commence after the suspended obligations recommence.
                                            If such a delay or failure by a Party to perform its obligations exceeds thirty (30) days,
                                            the other Party may immediately terminate this Agreement without penalty on providing notice
                                            in writing to the Party affected by the event.



 


		15.	NON-SOLICITATION



 


		15.1.	During
                                            the term of this Agreement and for twelve months thereafter the expiration or termination
                                            of same, both parties agree it shall not solicit or encourage, either directly or indirectly,
                                            any employees of the other party to leave their employment for whatever reasons without prior
                                            written consent from the other party.



 


		16.	GOVERNING
                                            LAW AND JURISDICTION



 


		16.1.	This
                                            Agreement shall be governed by and construed in accordance with the laws of Hong Kong. The
                                            Parties hereby submit to the non-exclusive jurisdiction of the courts of Hong Kong. In the
                                            event that there were conflicts in between the English version of this Agreement versus the
                                            Chinese translated copy, the English version shall prevail. The Chinese translated copy is
                                            for information and reference only.



 






    	Page 12	 	___________ / ___________

 
SERVICE LEVEL AGREEMENT [SLA] | Go.Exchange VS | Body | Zhong Yang Securities Limited


    


    

 


		17.	SEVERABILITY



 


		17.1.	If
                                            any provision (or part thereof) of this Agreement is held invalid, unenforceable or illegal
                                            for any reason, this Agreement shall remain otherwise in full force apart from such provisions
                                            (or the relevant parts thereof, as the case may be) which shall be deemed deleted.



 


		18.	ENTIRE
                                            AGREEMENT



 


		18.1.	This
                                            Agreement including all documents set forth in Section 20 “Addendum and Schedules”
                                            constitutes the entire agreement between 2GO and CLIENT as to the subject matter hereof and
                                            supersedes all previous communications, representations and arrangements, either written
                                            or oral, and CLIENT hereby acknowledges that no reliance is placed on any representation
                                            made but not embodied in this Agreement.



 


		19.	NOTICE



 


Any
notice required to be served hereunder shall be sufficiently served on the Party herein if delivered by hand or registered post to its
registered office in Hong Kong or left at its premises; or sent by facsimile to the following numbers (or such other number as notified
in writing by the recipient Party):


 


		2GO:	2232
                                            0299
	 	 	 
		CLIENT:	2836
                                            3825



 


and
confirmed by a report of successful transmission generated by the sender’s machine; and confirm with the responsible contact person
by phone and e-mail;


 


and
addressed to (i) in the case of 2GO, the Chief Executive Officer (CEO); and (ii) in the case of CLIENT, the Chief Executive Officer (CEO),
or to such other person as notified in writing by the recipient Party. A notice sent by registered post by one party to the registered
office of the other party shall be deemed delivered at the time when the post is received by any staff, representative or agent of the
other party. A notice sent by facsimile or delivered by hand shall be deemed to be received when sent or delivered, provided that if
that date is not a Working Day, shall be deemed to be received on the immediately following Working Day.


 


		20.	ADDENDUM
                                            & SCHEDULES



 


The
Addendum and Schedules contemplating herein below form an integral part of this Agreement:


 


		20.1	Schedule
                                            A0 - Service Level Commitment (General)



 


		20.2	Schedule
                                            A1 - Service Level Commitment (D ~ Direct Services)



 


		20.3	Schedule
                                            A2 - Service Level Commitment (I ~ Indirect Services)



 


		20.4	Schedule
                                            B - Service Charges and Payment Schedule



 


		20.5	Schedule
                                            C - Trade Definition



 






    	Page 13	 	___________ / ___________

 
SERVICE LEVEL AGREEMENT [SLA] | Go.Exchange VS | Body | Zhong Yang Securities Limited


    


    

 


The
Parties acknowledge and confirm that they have read this Agreement, understand it, and agree to be bound by all the terms and conditions
stated in it.


 


	SIGNED
    by Jay LAW, CEO	 	)
	For
    and on behalf of  	 	)
	2GOTRADE
    LIMITED	 	)
	 /authorized
    signature/	 	)
	 	 	)
	In
    the presence of:  	 	)


 


	SIGNED
    by	 	)
	For
    and on behalf of  	 	)
	ZHONG
    YANG SECURITIES LIMITED	 	)
	 /authorized
    signature/	 	)
	 	 	)
	In
    the presence of:  	 	)


 






    	Page 14	 	___________ / ___________

 
SERVICE LEVEL AGREEMENT [SLA] | Go.Exchange VS | Body | Zhong Yang Securities Limited