Exhibit 10.27





 


Information Technology and Related Services


 


Agreement


 


	 	Parties:	PCCW Solutions Limited	 
	 	 	(Service Provider)	 
	 	 	 	 
	 	 	FWD GROUP MANAGEMENT HOLDINGS LIMITED	 
	 	 	(Service Recipient)	 
	 	 	 	 
	 	Date:	24 December 2020	 


 








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CONTENTS


 


	1.	Definitions & Interpretation:	3
	 	 	 
	2.	Conditional Agreement:	5
	 	 	 
	3.	Term:	5
	 	 	 
	4.	Supply of Services:	5
	 	 	 
	5.	Annual Cap:	5
	 	 	 
	6.	Service Fees:	6
	 	 	 
	7.	Modification:	6
	 	 	 
	8.	Taxes:	6
	 	 	 
	9.	Records:	6
	 	 	 
	10.	Limitation of Liability:	7
	 	 	 
	11.	Termination and Expiry:	7
	 	 	 
	12.	Compliance with Laws:	8
	 	 	 
	13.	Costs:	8
	 	 	 
	14.	Intellectual Property Rights:	8
	 	 	 
	15.	Confidential Information:	8
	 	 	 
	16.	Personal Data Privacy:	8
	 	 	 
	17.	Warranties & Exclusions:	9
	 	 	 
	18.	Sub-contracting:	9
	 	 	 
	19.	Assignment:	9
	 	 	 
	20.	Force Majeure:	9
	 	 	 
	21.	General Provisions:	10






 


	Schedule 1 (Contract Details)	13
	 	
	Schedule 2 (Services)	14
	 	 
	Schedule 3 (Service Levels)	15
	 	 
	Schedule
    4 (Service Fees)	16






 






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Information Technology and


 


Related Services Agreement


 


Date: 24 December 2020





 



 


THIS AGREEMENT ("Agreement") is
made as of the Effective Date between:


 


Parties:





 



 


	(1)	The person or transferees (the company named or "Service
Provider"); described and in Item 1 of Schedule and includes its permitted assigns and



 


	(2)	The
person or transferees (the company named or described "Service Recipient"), in Item 2 of Schedule 1 and includes its
permitted assigns and 

                                                                                




 


(each
a "Party" and collectively the "Parties ")


 


Recitals:





 



 


The Service Provider has
agreed to supply or procure other members of the Service Provider Group to supply to the Service Recipient or other SRG Company the services
and other deliverables as more particularly described in and upon the terms and subject to the conditions of this Agreement.


 


IT IS AGREED as follows:


 


1.           Definitions &
Interpretation:





 



 


1.1         Definitions: The following definitions apply:


 


Agreement means
this agreement and the Schedule(s) including all subsequent amendments as may be mutually agreed between both Parties from time to
time.


 


Annual Cap
means in respect of a Service Year, the maximum aggregate annual value of the
Services provided under this Agreement in respect of that Service Year, expressed in monetary value, as follows:


 





	Service Year ending 31 December	 	Annual
    Cap (HK$ million)	 
	2020	 	 	20	 
	2021	 	 	280	 
	2022	 	 	360	 




 


Business Day means a day other than a
Saturday, Sunday or a public holiday in Hong Kong .


 


Condition has
the meaning given in Clause 2.


 


Deliverables means any and all goods,
equipment, fixtures, works and materials to be developed, prepared or supplied by the Service Provider, its employees, agents or sub-contractors
in relation to the Services.


 


Effective Date means
the date of this Agreement.





 


Hong Kong means
the Hong Kong Special Administrative Region of the People's Republic of China.


 


Intellectual Property
Rights means any patent right, design right, copyright, database right, trademark or trade name (whether or not registered), and
any pending applications relating to the foregoing , web site address, trade secrets, know-how, and all other intellectual property rights
which may exist in any part of the world.


 


Law means any law, ordinance, regulation or code or any lawful declaration , decision , notification , determination
opinion, order, licence, licence condition or direction made by any Regulatory Authority, and includes Privacy Laws.


 





License means
a license issued by a Regulatory Authority regulating the Services and/or business of the Service Provider or the Service
Recipient.


 






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INFORMATION TECHNOLOGY AND RELATED SERVICES AGREEMENT





 



 





Listing Rules means the Rules
Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.


 


Personal Data has the same
meaning as given in the Personal Data (Privacy) Ordinance (Cap. 486) of the laws of Hong Kong.


 


Privacy Law
means any requirement, obligation or duty contained in any Law or License applicable to or protecting the privacy of individuals and
their personal information.


 


Regulatory Authority means
a government or a governmental, semi-governmental or judicial entity or authority in Hong Kong and includes a self-regulatory organisation
established under statute or a stock exchange (including The Stock Exchange of Hong Kong Limited) and any person, office, agency of department
having regulatory authority in Hong Kong in respect of the Services and/or business of the Service Provider or the Service Recipient.


 


Regulatory
Compliance means compliance with the relevant requirements applicable to connected transactions under the Listing Rules.


 


Schedule means a schedule to this Agreement, as
may be modified from time to time.


 


Service
Fees means the service fees payable by the relevant SRG Company to the SPG Company under this Agreement and/or the Specific Agreements.


 


Service Levels means the
detailed performance standards and other requirements in respect of the supply of the Services set out in Schedule 3, as may be modified
under Clause 7.


 


Service
Provider Group means HKT Solutions Holdings Limited (a company incorporated in the Cayman Islands) and its direct and indirect Subsidiaries.


 


Service Recipient Group means
FWD Limited, FWD Group Limited and their respective direct and indirect Subsidiaries.


 


Service Year means a calendar year of the Term .


 


Services
means the services described in Schedule 2, as may be modified under Clause 7 and includes the Deliverables.


 


Specific Agreement means
an existing agreement entered into before the date of this Agreement or a future agreement to be entered into after the date of this Agreement
between the Parties or the respective SPG Company and SRG Company in respect of the Services, including without limitation order forms
or purchase orders and Specific Agreements shall be construed accordingly.


 


SPG Company means a member of the Service Provider
Group.


 


SRG Company means a member of the Service Recipient
Group.


 


Subsidiaries,
of a company, shall mean its subsidiaries as defined under the Companies Ordinance (Cap 622 of the laws of Hong Kong) or the Listing
Rules, and other companies considered by The Stock Exchange of Hong Kong Limited as its subsidiaries.


 


Term has the meaning given in Clause 3.


 


	1.2	Interpretation: Except in a Schedule, headings are for convenience only and
do not affect interpretation. The following rules apply unless the context requires otherwise:



 


		(a)	Words importing the singular include the plural and vice versa.



 


		(b)	A reference to a clause, schedule or attachment is a reference to a clause of, schedule
or attachment to, this Agreement.



 


		(c)	A reference to a law includes a constitutional prov1s1on, treaty, decree, convention,
statute, regulation, ordinance, by-law, judgment, rule of common law, civil law or equity, or a rule of an applicable stock exchange and
is a reference to that law as amended, consolidated or replaced.



 


		(d)	A reference to a document includes all amendments or supplements to that document,
or replacement or novation of it.



 






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INFORMATION TECHNOLOGY AND RELATED SERVICES AGREEMENT





 



 


 


		(e)	HK dollars, dollars, HK$ or HKD is a reference to the lawful currency of Hong Kong.






 








		(f)	A
                                            reference to the words "includes", "including" or "example"
                                            are references without limitation.





 


	2.	Conditional Agreement: 






 


This Agreement
and the obligations of the Parties under this Agreement shall be subject to and conditional upon Regulatory Compliance in respect
of this Agreement (the "Condition"). If the Condition is not fulfilled before 31 December 2020 (or such later date as
the Parties may agree), this Agreement shall be of no effect without the necessity for either Party giving any notice to that effect and
there shall be no claim under or in connection with this Agreement by either Party against the other.


 


	3.	Term:






 


Subject to Clause
2, the term of this Agreement commences on the Effective Date and continues until 31 December 2022, unless earlier terminated in accordance
with Clause 11 (the 'Term").


 


	4.	Supply of Services: 



 


	4.1	The Service Provider will supply or procure the supply of the Services to the SRG
Company with due care and skill in accordance with the provisions of this Agreement and/or the Specific Agreements in compliance with
Laws.



 





	4.2	The Service Provider agrees to provide the Services
                                            in accordance with the Service Levels.



 


	4.3	The Service Provider shall ensure that all of its personnel who provides the Services
are properly trained and competent, properly supervised and possess suitable skills, knowledge and experience for the delivery of the
Services.



 


	4.4	The Service Provider shall have the right to, in its sole discretion, request, designate
or nominate any SPG Company to provide the Services.



 


	4.5	Where any Service is provided
                                            by a SPG Company (other than the Service Provider) to a SRG Company (other than the Service
                                            Recipient):



 


		(a)	the
                                            relevant invoice shall be issued by such SPG Company providing the Service to the relevant
                                            SRG Company which shall pay for the Service;



 


		(b)	such
                                            SPG Company shall and the Service Provider shall procure such SPG Company to provide Services
                                            to the SRG Company, and such SPG Company shall be entitled to enter into Specific Agreement(s)
                                            directly with the relevant SRG Company in its own capacity for such Services;



 


		(c)	the
                                            applicable provisions of this Agreement shall apply, mutatis mutandis, to such Services provided
                                            by such SPG Company to the relevant SRG Company under this Agreement;



 


		(d)	any
                                            breach of this Agreement by the relevant SRG Company shall be deemed to be the breach of
                                            this Agreement by the Service Recipient; and



 


		(e)	any
                                            breach of this Agreement by the relevant SPG Company shall be deemed to be the breach of
                                            this Agreement by the Service Provider.



 


	5.	Annual Cap: 



 


	5.1	The Parties hereby agree
                                            that the Services provided by the SPG Company to the SRG Company under this Agreement and/or
                                            the Specific Agreements shall be provided normal commercial terms; the aggregate annual value
                                            of the Services provided in each Service Year under the Agreement and the Specific Agreements
                                            shall not exceed the Annual Cap in respect of that Service Year.






 





	5.2	In the event that the aggregate annual value of the Services provided in a Service Year exceeds the Annual
Cap, such transactions and their aggregate annual value will be subject to Regulatory Compliance.


 








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INFORMATION TECHNOLOGY AND RELATED SERVICES AGREEMENT





 






 


	6.	Service Fees: 






 


In consideration of the supply of
the Services, the relevant SRG Company receiving Services shall pay the Service Fees in accordance with the provisions of Schedule 4 of
this Agreement and the Specific Agreements.


 


	7.	Modification:



 


	7.1	All modifications or amendments to this Agreement must be in writing and signed by both Parties and must
specify which Clauses and Schedules are intended to be amended.



 


	8.	Taxes: 



 


	8.1	Unless otherwise provided for in a Specific Agreement, the relevant SRG Company shall
pay any applicable goods and services tax, value added tax, sales tax, business tax or any other similar taxes, duties or service fees
on its payments to the SPG Company in accordance with applicable Law. All other taxes, including any taxes that are imposed on the profits,
income, property or capital of a SRG Company or SPG Company or taxes imposed by reason of being incorporated in Hong Kong or the carrying
on a business in Hong Kong by the SRG Company or the SPG Company shall be paid by the SRG Company or the SPG Company respectively and
shall not be passed through to each other.



 


	8.2	If a SRG Company is required by Law to make a tax deduction or withholding ("Tax
Deduction") from any payment to be made to the SPG Company under this Agreement, no additional payment will be made to the SPG
Company and the relevant SRG Company will make the Tax Deduction to the relevant taxing authority any payment requirement in connection
with that Tax Deduction, within the time allowed by relevant Law, from any amounts that are paid or payable to the SPG Company, including
amounts that are paid or payable after the initial obligation to withhold arises.



 


	8.3	Within ten (10) days of making either a Tax Deduction or any payment required in connection
with that Tax Deduction the relevant SRG Company shall provide the SPG Company with such receipts or certificates, evidencing the deduction
and payment of tax made to the relevant taxation authority under Clause 8.2.



 


	8.4	It is currently assumed that the relevant SPG Company and the SRG Company to be providing
/ receiving the Services are both companies incorporated in Hong Kong. Where any part of the Services is provided by or received by a
company incorporated outside Hong Kong, the relevant SPG Company and the SRG Company shall further agree on any appropriate tax-related
provisions that shall be included in the Specific Agreements in respect of such part of the Services.



 


	9.	Records: 



 


	9.1	Each Party shall keep and maintain accurate records relating to the Services performed
and records detailing the Services ordered by the Service Recipient and calculation of invoiced Service Fees.



 





	9.2	Each Party will upon reasonable request of the other Party, provide copies of such
records to the other Party as may be reasonably necessary to verify the performance of the Services and the calculation of the Service
Fees, in accordance with the provisions of this Agreement.



 


	9.3	Each Party agrees that it will fully co-operate with the other Party in respect
                                                        of provision of information as may be required by Law or any Regulatory Authority to which jurisdiction the other Party or its
                                                        holding company is subject. Without affecting the generality of the above and for the avoidance of doubt, so long as a Party's
                                                        holding company remains listed on The Stock Exchange of Hong Kong Limited, the other Party shall allow the auditors of the
                                                        first-mentioned Party sufficient access to their records for the purpose of reporting on the transactions contemplated under this
                                                        Agreement or for the purpose of compliance with Listing Rules.






 








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INFORMATION TECHNOLOGY AND RELATED SERVICES AGREEMENT





 






 


	10.	Limitation of Liability:



 


	10.1	Nothing in this Agreement excludes or limits a Party's liability under or in
                                                        connection with this Agreement in respect of death or personal injury caused by the Party's negligence. Nothing in this Clause 10
                                                        limits the Service Recipient's obligation to pay the Service Fees.



 


	10.2	Subject
    to Clause 10. 1 and the provisions of the Specific Agreements, each Party'sliability under or in connection with
    this Agreement whether arising from contract, tort, negligence or otherwise shall be excluded or limited to an amount
    equal to the total amount of Service Fees paid and payable by the Service Recipient to the Service Provider under this Agreement.
	 	
	10.3	Neither
    Party shall be liable for any indirect, special, consequential, collateral, incidental or loss or damages including loss
    of business, revenue, profit, whether or not the Party was or should have been aware of the possibility that such damage could occur.
	 	
	11.	Termination and Expiry:


 


	11.1	Early Termination: 



 


Either Party may
terminate this Agreement without cause by giving the other Party at least 6 months'prior written notice.


 


	11.2	Termination on Default: 



 


A Party may terminate this Agreement
with immediate effect by giving written notice to the other Party if:


 


		(a)	such other Party has breached a material term of this Agreement and has not remedied
such breach within fourteen (14) days of written notice from the terminating Party; or



 


		(b)	such
                                            other Party (i) has a receiver or an administrative receiver appointed or passes a resolution
                                            for winding-up (other than for the purposes of a bona fide scheme of solvent amalgamation
                                            or reconstruction) or a court of competent jurisdiction shall make an order to that effect;
                                            (ii) becomes subject to an administrative order or enters into any voluntary arrangement
                                            with its creditors; or (iii) ceases or threatens to cease to carry on business or analogous
                                            event in the jurisdiction in which the such other Party is incorporated; or



 


		(c)	the Service Provider or any SPG Company is prohibited from supplying all the Services,
Support Services and Equipment under any applicable law.



 


	11.3	Termination due to Force Majeure Event:



 


Either Party may by written notice to
the other Party, terminate this Agreement if a delay in the performance of a material obligation of either Party due to a Force Majeure
Event extends for more than 90 consecutive days.


 


	11.4	The expiry or termination
                                            of this Agreement shall not, by itself, affect the validity and effectiveness of the Specific
                                            Agreements. Upon the expiration or termination of this Agreement, the respective SRG Company
                                            and the SPG Company shall continue to perform their obligations under the Specific Agreements,
                                            provided that if such performance results or is reasonably expected to result in any non-compliance
                                            with the Listing Rules by the SPG Company, the relevant SRG Company and the SPG Company shall
                                            discuss in good faith for the necessary amendments to the Specific Agreements, failing which
                                            the relevant SPG Company shall be entitled to terminate the relevant Specific Agreements
                                            by notice at any time.



 


	11.5	The expiration or termination of this Agreement shall:



 


		(a)	not operate as a waiver of any breach by a Party of any of
its provisions;



 


		(b)	be without prejudice to any rights, liabilities or obligations which a Party has accrued up to the date
of expiration or termination; and






 


		(c)	not extinguish or otherwise affect the provisions of this Agreement which by their
nature survive such expiration or termination.



 








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INFORMATION TECHNOLOGY AND RELATED SERVICES AGREEMENT


 


		12.	Compliance with Laws: 






 


Each Party agrees
at its cost and expense to obtain all necessary regulatory approvals applicable to its business, to obtain any necessary licenses or permits
for its business and to comply with all Laws, regulations, ordinances and codes applicable to such Party or its business.


 


		13.	Costs:






 


Except as otherwise provided in this Agreement, each Party
will bear its own costs in performing this Agreement.


 


		14.	Intellectual Property Rights:






 


Save as may be
otherwise agreed in writing from time to time under the Specific Agreements, the Intellectual Property Rights in respect of all data,
documentation, reports and all other information created, developed, written, derived from, subsisting in, used, provided or produced
by a Party in the course of or pursuant to this Agreement shall vest and remain vested in that Party solely.


 


		15.	Confidential Information: 



 


		15.1	Each Party shall keep secret and confidential any and all written and/or oral information
of any kind relating to this Agreement (including the terms and existence of this Agreement) or the supply of Services whether obtained
from the other Party or otherwise before or after the execution of this Agreement.



 


		15.2	A receiving Party may only disclose the same to those of its employees or sub-contractors
directly involved with the Services, only to the extent necessary for each of them to perform their duties and only if such persons agree
to keep the information confidential.



 


		15.3	The foregoing obligations shall not apply, however, to any part of such information which:



 


		(a)	was already in the public domain or which becomes so through no fault of the receiving Party,



 


		(b)	was already known to the receiving Party prior to receipt of the information from the disclosing Party;



 


		(c)	was disclosed to the receiving Party by a third party owing no duty of confidentiality
towards the disclosing Party in respect of the information;



 


		(d)	is approved for release by prior written authorization by the disclosing Party; or



 


		(e)	is required to be disclosed by Law, pursuant to a judicial order or a request from
a stock exchange on which either of the Parties or its direct or indirect holding company is listed.



 


		15.4	Subject to the provisions in Clause 15.3, these obligations of confidentiality shall
continue during the Term and for two (2) years after the expiration or termination of this Agreement.



 


		16.	Personal Data Privacy: 






Where supply of the Services involves
the handling of Personal Data, the Parties shall handle, collect, process and generate the Personal Data in accordance with the Privacy
Law.





 






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INFORMATION TECHNOLOGY AND RELATED SERVICES AGREEMENT





	 	 	 
		

                                                                                17.
	Warranties & Exclusions: 



 


		17.1	Warranties:






 


Each Party warrants and represents that:


 


		(a)	it has all requisite rights, licenses, power and authority to enter into and perform
its obligations and to grant the rights and licenses to the other Party, as set out in this Agreement; and



 


		(b)	its execution of and performance under this Agreement does not conflict with, cause or constitute a default
under any order, decree, judgment, agreement, arrangement, understanding or instrument to which it is, or will be, a party or is otherwise
bound or is otherwise applicable to it.



 


		17.2	Exclusions: 



 


Except as expressly
set forth in this Clause 17 and except as otherwise required by Law, neither Party makes, and each Party specifically excludes, any warranties,
express or implied, under this Agreement, including any warranty of merchantability, fitness for a particular purpose, title and non-infringement,
and warranties implied from course of dealing or performance.


 


		18.	Sub-contracting:






 


Save as otherwise
agreed by the Parties, the Service Provider shall not sub-contract the whole or any part of the Services to any third party except with
the prior written consent of the Service Recipient, provided that the Service Provider may sub-contract the whole or any part of the Services
to a Subsidiary without the prior written consent of the Service Recipient to the extent permitted by Laws. In the event the Service Provider
sub-contracts the whole or any part of the Services pursuant to this clause 18, the Service Provider shall be fully responsible in all
respects for the performance of the Services despite sub-contracting the performance of any part of the Services. The contract between
the Service Provider and the sub-contractor shall not purport to release the Service Provider from any of its obligations under this Agreement.


 


		19.	Assignment: 



 


		19.1	The Service Recipient shall be entitled, at any time by notice in writing to the
                                                                 Service Provider, to assign, novate or otherwise transfer the Service Recipient's rights, title, benefits, interest, duties,
                                                                 obligations and liabilities under this Agreement to any SRG Company. Any such transferee shall also have the benefit of this Clause
                                                                 as if such transferee was named as the Service Recipient in this Agreement.



 


		19.2	The Service Provider shall be entitled, at any time by notice in writing to the
                                                                 Service Recipient, to assign, novate or otherwise transfer the Service Provider's rights, title, benefits, interest, duties,
                                                                 obligations and liabilities under this Agreement to any SPG Company. Any such transferee shall also have the benefit of this Clause
                                                                 as if such transferee was named as the Service Provider in this Agreement.



 


		19.3	Upon receiving any notice from the Service Recipient under Clause 19.1 or the Service
Provider under Clause 19.2, the Parties shall do all such acts and things and execute all such documents as shall be reasonably required
by the relevant transferor to effect such transfer.



 


		20.	Force Majeure: 



 


		20.1	Neither Party will be responsible for any failure to perform its obligations under
this Agreement (other than the obligation to pay money) due to reasons beyond its reasonable control, such as acts of God, war, riot,
embargoes, earthquake, typhoons, inclement weather, epidemics, acts of civil or military authorities, service outages resulting from equipment
and/or software failure and/or telecommunications failures, power failures or network failures that are beyond its reasonable control
(each a "Force Majeure Event").



 


		20.2	If a Party's performance will be delayed by a Force Majeure Event, it will notify
the other Party in writing with an estimate of the date by which its performance will be resumed, and will diligently attempt to resume
its performance.



 






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INFORMATION TECHNOLOGY AND RELATED SERVICES AGREEMENT





	 	 	 
		21.	General Provisions:






 


		21.1 	Entire Agreement:
                                            This Agreement and the Specific Agreements together constitute the entire agreement between
                                            the Parties with respect to its subject matter, and supersedes all prior agreements and understandings
                                            with respect to its subject matter provided that, for the avoidance of doubt, this Clause
                                            shall not terminate or affect the validity or the terms of the Specific Agreement(s) between
                                            the Parties (or between the SPG Company and the SRG Company) with respect to the same subject
                                            matter which were entered into before the date of this Agreement. To the extent there is
                                            any conflict or inconsistency between the terms of this Agreement and the Specific Agreements,
                                            the Specific Agreements shall prevail, save for clause 5.



 


		21.2	Rights of third parties: Save for a SRG Company and a SPG Company, a person who is not a party
to this Agreement has no right under the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong) to enforce
any term of, or enjoy any benefit under, this Agreement. No consent from the persons referred to in this clause is required for the Parties
to vary or rescind this Agreement.



 


		21.3	Governing Law: This Agreement will be governed by the laws of Hong Kong. All
disputes in connection with this Agreement will be subject to the non-exclusive jurisdiction of the courts of Hong Kong.



 


		21.4	Severability: If any provisions of this Agreement are found invalid by a tribunal
of competent jurisdiction, they are to that extent deemed omitted without affecting the validity of the remaining provisions.



 


		21.5	Survival: The Parties' rights and obligations, which, by their nature would continue beyond the
expiration or termination of this Agreement, or where the context so requires, shall survive any such expiration or termination of this
Agreement.



 


		21.6	Waiver: Neither waiver of any particular breach or default, nor any delay in
exercising any rights, will constitute a waiver of any subsequent breach or default.



 


		21.7	Consent and Approval: Whenever this Agreement requires a Party's consent or
approval, it will not be unreasonably withheld or delayed.



 


		21.8 	Notices:
                                            Each notice, demand, consent or other communication given or made under this Agreement shall
                                            be in writing and delivered or sent to the addresses or facsimile numbers set out in Schedule
                                            1 and shall be deemed to have been delivered (a) if sent by post, five (5) Business Days
                                            after the date of mailing thereof; (b) if delivered in person, when actually delivered to
                                            the relevant address; and (c) if given or made by facsimile, upon receipt of a printed transmission
                                            report confirming receipt.



 


		21.9	Independent Contractors: The relationship of the Service Provider and the Service Recipient is
that of independent contractors. Nothing in this Agreement: (a) gives either Party the power to direct or control the day-to-day activities
of the other Party; (b) constitutes the Parties as partners, joint venturers, co-owners or otherwise as participants in a joint undertaking,
or (c) except as expressly provided herein, permits a Party to create or assume any obligation on behalf of the other Party.



 


		21.10	Counterparts: This Agreement
may be executed in counterparts, each of which will be deemed an original and all of which together constitute one instrument.






 






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INFORMATION TECHNOLOGY AND RELATED
SERVICES AGREEMENT





 



 


Execution:


 


Executed by the Parties as an agreement:


	Signed for and
    on behalf of PCCW Solutions Limited	 	 
	Signature:	[***]	 	 
	Name:	[***]	 	 	 
	Title:	[***]     	 	 	 


 


	 Signed
                                            for and on behalf of FWD GROUP MANAGEMENT




HOLDINGS
LIMITED


	 	 
	Signature:		 	 
	Name:		 	 	 
	Title:		 	 	 



 






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INFORMATION TECHNOLOGY AND RELATED SERVICES AGREEMENT


 


Execution:


 


Executed by the Parties as an agreement:


	Signed for and on behalf of PCCW Solutions Limited	 	 
	Signature:		 	 
	Name:		 	 	 
	Title:		 	 	 



 


	Signed
for and on behalf of FWD GROUP MANAGEMENT HOLDINGS LIMITED


 	 	 
	Signature:	[***]		 	 
	Name:	[***]	 	 	 
	Title:	[***]	 	 	 



 






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INFORMATION
TECHNOLOGY AND RELATED SERVICES AGREEMENT


 


Schedule 1 (Contact Details)


 


		1.	Service Provider: 



 


PCCW
SOLUTIONS LIMITED, a company incorporated in Hong Kong whose registered office is at 41st Floor, PCCW Tower, Taikoo Place, 979 King's
Road, Quarry Bay, Hong Kong


 


Address for Notice:


 


	PCCW Solutions Limited
	Attention: [***]
	41st Floor, PCCW Tower,
	Taikoo Place, 979 King's Road,
	Quarry Bay, Hong Kong
	Facsimile Number: [***]




 


		2.	Service Recipient: 



 


FWD
GROUP MANAGEMENT HOLDINGS LIMITED, a company incorporated in Hong Kong whose registered office is at 28/F, FWD Financial Centre, 308
Des Voeux Road Central, Hong Kong


 


Address for Notice:


 


	FWD Group Management Holdings Limited
	Attention: [***]
	13/F, 14 Taikoo Wan Road, Taikoo Shing, HongKong
	Facsimile Number: [***]




 






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INFORMATION TECHNOLOGY AND RELATED SERVICES AGREEMENT





 






 


Schedule 2 (Services)





 



 





		1.	Description of Services 



 


		1.1	Provision of information technology solutions and services such as software development
and system implementation, hosting and managed services.
	 	 	 
		1.2	Provision of data centre leasing services and ancillary and related facilities and
services.
	 	 	 
		1.3	Provision of hardware, software, services and network procurement and maintenance
services.
	 	 	 
		1.4	Provision of SD Wan connectivity service
	 	 	 
		1.5	Provision of such other ancillary and related services as may be agreed by the respective
SPG Company and the SRG Company from time to time.



 






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INFORMATION TECHNOLOGY AND RELATED SERVICES AGREEMENT





 






 


Schedule 3 (Service Levels)





 


1.       The Services shall
be provided at such Service Levels to be agreed in the Specific Agreements.





 






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INFORMATION TECHNOLOGY AND RELATED SERVICES AGREEMENT


 


Schedule 4 (Service Fees)


 


	1.	Service Fees	 
	 	 	 
	 	Service element:	Service Fees:
	 	1.1	

                                  Provision of infom1ation technology solutions
and services such as software development and system implementation,
hosting and managed services 

                                  
	

                                              Fees
to be determined based on actual level of usage of services, such as the number of application and support servers installed and number
of support staff required during the construction process and maintenance period, as well as
the current market price with adjustment
based on the Consumer
Price Index annual growth
factor forecasted by Bloomberg,
as agreed by the respective SPG Company and the SRG Company under the Specific
Agreements

                                              

	 	1.2	Provision of data centre leasing services
and ancillary and related facilities and services
	Fees to
be detem1ined
based on
the infrastructure
and systems requirements as provided
on a monthly basis. One -time setup
or configuration
charges may
also be
applicable. [***]%
annual price increment to reflect inflation
and market outlook

	 	1.3	Provision
of hardware, software, services and network
procurement and maintenance services
	Fees
to be determined based on the volume and
value of hardware, software, services and network
services supplied.

	 	1.4	Other services	To  be  agreed  by  the  respective  SPG Company
    and the SRG Company from time to time 


 


		2.	Invoicing & Payment of Service Fees: 



 


		2.1	Unless otherwise provided for in a Specific Agreement, the Service Fees are payable
within 30 days of receipt of a valid invoice issued by the relevant SPG Company.



 


		2.2	The relevant SPG Company shall issue invoices directly to the relevant SRG Company
which has received the Services.



 






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