Exhibit
10.1


 


INDEPENDENT
DIRECTOR AGREEMENT


 


This
INDEPENDENT NON-EXECUTIVE DIRECTOR AGREEMENT is dated on July 1, 2021 (the “Agreement”) by and between SEATECH VENTURES CORP.,
a Nevada corporation (the “Company”), Cheah Kok Hoong, an individual resident of Malaysia (the “Director”).


 


WHEREAS,
the Company desires to retain the Director for the duties of independent non-executive director effective as of the date hereof and member
of the audit committee effective as of July 1, 2021 (the “Effective Date”) and desires to enter into an agreement with the
Director with respect to such appointment; and


 


WHEREAS,
the Director is willing to accept such appointment and to serve the Company on the terms set forth herein and in accordance with the
provisions of this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:


 


1.
Position. Subject to the terms and provisions of this Agreement, the Company shall cause the Director to be appointed, and the
Director hereby agrees to serve the Company in such position upon the terms and conditions hereinafter set forth, provided, however,
that the Director’s continued service on the Board of Directors of the Company (the “Board”) after the initial one-year
term on the Board shall be subjected to any necessary approval by the Company’s stockholders.


 


2.
Duties. During the Directorship Term (as defined herein), the Director make reasonable business efforts to attend all Board meetings
and quarterly pre-scheduled Board and Management conference calls, serve on appropriate subcommittees as reasonably requested and agreed
upon by the Board, make himself available to the Company at mutually convenient times and places, attend external meetings and presentations
when agreed on in advance, as appropriate and convenient, and perform such duties, services and responsibilities, and have the authority
commensurate to such position.


 


3.
Compensation. For all services to be rendered by the Director in any capacity hereunder, the Compensation Committee of the Board
of Directors of the Company would determine the compensation packages of the Directors from time to time. This shall remain in effect
until the earlier of the date of the next annual stockholders meeting and the earliest of the following to occur: (a) the death of the
Director; (b) the termination of the Director from his membership on the Board by the mutual agreement of the Company and the Director;
(c) the removal of the Director from the Board by the majority stockholders of the Company; and (d) the resignation by the Director from
the Board.


 


4.
Directorship Term. This appointment will commence on the Effective Date and shall continue unless terminated on the earliest of
the following to occur: (a) the death of the Director; (b) the termination of the Director from his membership on the Board by the mutual
agreement of the Company and the Director; (c) the removal of the Director from the Board by the majority stockholders of the Company;
and (d) the resignation by the Director from the Board. Any handling of termination of and resignation by the Director will be executed
in accordance to the company By-Laws hereto attached in Exhibit A.


 


5.
Director’s Representation and Acknowledgment. The Director represents to the Company that his execution and performance
of this Agreement shall not be in violation of any agreement or obligation (whether or not written) that he may have with or to any person
or entity, including without limitation, any prior or current employer. The Director hereby acknowledges and agrees that this Agreement
(and any other agreement or obligation referred to herein) shall be an obligation solely of the Company, and the Director shall have
no recourse whatsoever against any stockholder of the Company or any of their respective affiliates with regard to this Agreement.


 




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6.
Director Covenants.


 


(a)
Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director
has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not limited
to, technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s
products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered
by the Company to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter,
the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third
person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have
no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other
than as a result of the Director’s breach of his obligations hereunder and (ii) the Director may, after giving prior notice to
the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or
governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial
restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s
direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards,
surveys, maps, logs, machines, technical data, other product or document, and any summary or compilation of the foregoing, in whatever
form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to the Director
in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided
that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation
against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the
materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable
satisfaction of the Company.


 


(b)
Non-Solicitation. During the Directorship Term as set out in the company By-Laws hereto attached in Exhibit A, the Director shall
not interfere with the Company’s relationship with, or endeavor to entice away from the Company, any person who, on the date of
the termination of the Directorship Term and/or at any time during the Directorship Term, was an employee or customer of the Company
or otherwise had a material business relationship with the Company.


 


(c)
Non-Compete. The Director agrees that during the Directorship Term and for a period of one (1) year thereafter, he shall not in
any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an executive
officer, director, substantial stockholder, substantial investor or employee of or consultant to any other corporation or enterprise;
engage in the business of developing, marketing, selling or supporting technology to or for businesses in which the Company engages in
or in which the Company has an actual intention, as evidenced by the Company’s written business plans, to engage in, within any
geographic area in which the Company is then conducting such business. Nothing in this Section 6 shall prohibit the Director from being
(i) a stockholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than three percent of the
outstanding stock of any class of securities of a corporation, which are publicly traded, so long as the Director has no active participation
in the business of such corporation. This clause shall not apply where the Director has made the
relevant disclosures of such interest(s) to the Board and acts in accordance with sub-paragraph (d) below.


 


(d)
Self-Disclosure. The Director understands and accepts the obligation of a director not to put himself in a position where his
own interests are in conflict with those of the Company. Consistent with the foregoing, the Director is required to immediately disclose
to the Board any interests that the Director has in a trade, business or occupation whatsoever that is in any way similar to any of those
in which the Company or any of its subsidiaries is involved, and abstain from making any decisions related to such matters.


 


(e)
Insider Trading Guidelines. Director agrees to execute the Company’s Insider Trading Guidelines in the form attached hereto.


 




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(f)
Remedies. The Director agrees that any breach of the terms of this Section 6 would result in irreparable injury and damage to
the Company for which the Company would have no adequate remedy at law; the Director therefore also agrees that in the event of said
breach or any threat of breach, the Company shall be entitled to an immediate injunction and restraining order to prevent such breach
and/or threatened breach and/or continued breach by the Director and/or any and all entities acting for and/or with the Director, without
having to prove damages or paying a bond, in addition to any other remedies to which the Company may be entitled at law or in equity.
The terms of this paragraph shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach
hereof, including, but not limited to, the recovery of damages from the Director. The Director acknowledges that the Company would not
have entered into this Agreement had the Director not agreed to the provisions of this Section 6.


 


(g)
The provisions of this Section 6 shall survive any termination of the Directorship Term, and the existence of any claim or cause of action
by the Director against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement
by the Company of the covenants and agreements of this Section 6.


 


7.
Indemnification & Insurance. The Company agrees to indemnify the Director for his activities as a member of the Board to the
fullest extent permitted under applicable law and shall use its best efforts to maintain Directors and Officers Insurance appropriate
to the size and standing of the Company benefitting the Board. The Director will be covered by the Company’s Directors and Officers
(D & O) liability insurance cover for damages including fines, penalties and legal costs arising from wrongful acts committed while
acting as a Director of the Company and any company within the SEATech Ventures Corp. of companies. However, cover is denied for acts
such as events of fraud, dishonesty, wilful breach of statutes and regulations together with the improper use of information reflecting
negatively on the Company.


 


8.
Non-Waiver of Rights. The failure to enforce at any time the provisions of this Agreement or to require at any time performance
by the other party hereto of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect
either the validity of this Agreement or any part hereof, or the right of either party hereto to enforce each and every provision in
accordance with its terms. No waiver by either party hereto of any breach by the other party hereto of any provision of this Agreement
to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions at that time or at any prior or subsequent
time.


 


9.
Notices. Every notice relating to this Agreement shall be in writing and shall be given by personal delivery or by registered
or certified mail, postage prepaid, return receipt requested; to:


 


If
to the Company:


 


SEATech
Ventures Corp.


Unit
305-306, 3/F., New East Ocean Centre,


9
Science Museum Road, Tsim Sha Tsui, Hong Kong.


Attn:
Chin Chee Seong


 


If
to the Director:


 


Cheah
Kok Hoong


No.
2, Jalan SL 17/8,


Bandar
Sungai Long,


43000
Kajang, Selangor, Malaysia.


 


Either
of the parties hereto may change their address for purposes of notice hereunder by giving notice in writing to such other party pursuant
to this Section 9.


 


10.
Binding Effect/Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective
heirs, executors, personal representatives, estates, successors (including, without limitation, by way of merger) and assigns. Notwithstanding
the provisions of the immediately preceding sentence, neither the Director nor the Company shall assign all or any portion of this Agreement
without the prior written consent of the other party.


 




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11.
Entire Agreement. This Agreement (together with the other agreements referred to herein) sets forth the entire understanding of
the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, written or oral, between them as to
such subject matter.


 


12.
Severability. If any provision of this Agreement, or any application thereof to any circumstances, is invalid, in whole or in
part, such provision or application shall to that extent be severable and shall not affect other provisions or applications of this Agreement.


 


13.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without reference
to the principles of conflict of laws. All actions and proceedings arising out of or relating to this Agreement shall be heard and determined
in any court in Federal and the parties hereto hereby consent to the jurisdiction of such courts in any such action or proceeding; provided,
however, that neither party shall commence any such action or proceeding unless prior thereto the parties have in good faith attempted
to resolve the claim, dispute or cause of action which is the subject of such action or proceeding through mediation by an independent
third party.


 


14.
Legal Fees. The parties hereto agree that the non-prevailing party in any dispute, claim, action or proceeding between the parties
hereto arising out of or relating to the terms and conditions of this Agreement or any provision thereof (a “Dispute”), shall
reimburse the prevailing party for reasonable attorney’s fees and expenses incurred by the prevailing party in connection with
such Dispute; provided, however, that the Director shall only be required to reimburse the Company for its fees and expenses
incurred in connection with a Dispute if the Director’s position in such Dispute was found by the court, arbitrator or other person
or entity presiding over such Dispute to be frivolous or advanced not in good faith.


 


15.
Modifications. Neither this Agreement nor any provision hereof may be modified, altered, amended or waived except by an instrument
in writing duly signed by the party to be charged.


 


16.
Tense and Headings. Whenever any words used herein are in the singular form, they shall be construed as though they were also
used in the plural form in all cases where they would so apply. The headings contained herein are solely for the purposes of reference,
are not part of this Agreement and shall not in any way affect the meaning or interpretation of this Agreement.


 


17.
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but
all of which together shall constitute one and the same instrument.


 


[signature
page follows]


 




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IN
WITNESS WHEREOF, the Company has caused this Director Agreement to be executed by authority of its Board of Directors, and the Director
has hereunto set his hand, on the day and year first above written.


 





	 	SEATECH
    VENTURES CORP.
	 	 	 
	 	By:
    	/s/
    CHIN CHEE SEONG
	 	 	Chin
    Chee Seong
	 	 	Chief
    Executive Officer, President, and Director


 





	 	DIRECTOR
	 	 
	 	/s/
    CHEAH KOK HOONG
	 	Cheah
    Kok Hoong


 




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Exhibit
A


 


BY-LAWS


 


OF


 


SEATech
Ventures Corp.


 


(a
Nevada corporation)


 


ARTICLE
I


 


CERTIFICATES
OF STOCK


 


Section
1. Certificates Representing Stock. (a) Certificates representing stock in the corporation shall be signed by, or in
the name of, the corporation by the Chairman or Vice-Chairman of the Board of Directors, if any, or by the President or a Vice-President
and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the corporation. Any or all the signatures
on any such certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued,
it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.


 


(b)
Whenever the corporation shall be authorized to issue more than one class of stock or more than one series of any class of stock,
and whenever the corporation shall issue any shares of its stock as partly paid stock, the certificates representing shares of any such
class or series or of any such partly paid stock shall set forth thereon the statements prescribed by the Nevada Revised Statutes. Any
restrictions on the transfer or registration of transfer of any shares of stock of any class or series shall be noted conspicuously on
the certificate representing such shares.


 


(c)
The corporation may issue a new certificate of stock or uncertificated shares in place of any certificate theretofore issued by it,
alleged to have been lost, stolen or destroyed, and the Board of Directors may require the owner of the lost, stolen or destroyed certificate,
or his legal representative, to give the Corporation a bond sufficient to indemnify the corporation against any claim that may be made
against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate or
uncertificated shares.


 


Section
2. Uncertificated Shares. Subject to any conditions imposed by the Nevada Revised Statutes, the Board of Directors of the
corporation may provide by resolution or resolutions that some or all of any or all classes or series of the stock of the corporation
shall be uncertificated shares. Within a reasonable time after the issuance or transfer of any uncertificated shares, the corporation
shall send to the registered owner thereof any written notice prescribed by the Nevada Revised Statutes.


 


Section
3. Fractional Share Interests. The corporation may, but shall not be required to, issue fractions of a share. If the Corporation
does not issue fractions of a share, it shall (1) arrange for the disposition of fractional interests by those entitled thereto, (2)
pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or (3)
issue scrip or warrants in registered form (either represented by a certificate or uncertificated) or bearer form (represented by a certificate)
which shall entitle the holder to receive a full share upon the surrender of such scrip or warrants aggregating a full share. A certificate
for a fractional share or an uncertificated fractional share shall, but scrip or warrants shall not unless otherwise provided therein,
entitle the holder to exercise voting rights, to receive dividends thereon, and to participate in any of the assets of the Corporation
in the event of liquidation. The Board of Directors may cause scrip or warrants to be issued subject to the conditions that they shall
become void if not exchanged for certificates representing the full shares or uncertificated full shares before a specified date, or
subject to the conditions that the shares for which scrip or warrants are exchangeable may be sold by the corporation and the proceeds
thereof distributed to the holders of scrip or warrants, or subject to any other conditions which the Board of Directors may impose.


 




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Section
4. Stock Transfers. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock,
if any, transfers or registration of transfers of shares of stock of the corporation shall be made only on the stock ledger of the corporation
by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary
of the corporation or with a transfer agent or a registrar, if any, and, in the case of shares represented by certificates, on surrender
of the certificate or certificates for such shares of stock properly endorsed and the payment of all taxes due thereon.


 


Section
5. Record Date For Stockholders. In order that the corporation may determine the stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall
not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the Board of Directors,
the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business
on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding
the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders
shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned
meeting. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting,
the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record
date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing
the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for
determining the stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board
of Directors is required by the Nevada Revised Statutes, shall be the first date on which a signed written consent setting forth the
action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Nevada, its
principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meeting of
stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered
mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors
is required by the Nevada Revised Statutes, the record date for determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior
action. In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution
or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion, or exchange of stock,
or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the
date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such
action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating thereto.


 


Section
6. Designation of Stocks. When the corporation is authorized to issue shares of more than one class or more than one series
of any class, there shall be set forth upon the face or back of the certificate, or the certificate shall have a statement that the corporation
will furnish to any stockholders upon request and without charge, a full or summary statement of the designations, preferences and relative,
participating, optional or other special rights of the various classes of stock or series thereof and the qualifications limitations
or restrictions of such rights, and, if the corporation shall be authorized to issue only special stock, such certificate shall set forth
in full or summarized the rights of the holders of such stock. The voting powers, designations, preferences, limitations, restrictions,
and relative, participating, optional and other rights, and the qualifications, limitations, or restrictions thereof, of the shares of
any class of stocks, shall hereinafter be prescribed by resolution of the Board of Directors.


 




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ARTICLE
II


 


STOCKHOLDERS


 


Section
1. Meaning of Certain Terms. As used herein in respect of the right to notice of a meeting of stockholders or a waiver thereof
or to participate or vote thereat or to consent or dissent in writing in lieu of meeting, as the case may be, the term “share”
or “shares” or “share of stock” or “shares of stock” or “stockholder” or “stockholders”
refers to an outstanding share or shares of stock and to a holder or holders of record of outstanding shares of stock when the corporation
is authorized to issue only one class of shares of stock, and said reference is also intended to include any outstanding share or shares
of stock and any holder or holders of record of outstanding shares of stock of any class upon which or upon whom the articles of incorporation
confers such rights where there are two or more classes or series of shares of stock or upon which or upon whom the Nevada Revised Statutes
confers such rights notwithstanding that the articles of incorporation may provide for more than one class or series of shares of stock,
one or more of which are limited or denied such rights thereunder; provided, however, that no such right shall vest in the event of an
increase or a decrease in the authorized number of shares of stock of any class or series which is otherwise denied voting rights under
the provisions of the articles of incorporation, except as any provision of law may otherwise require.


 


Section
2. Stockholder Meetings.


 


(a)
Time. The annual meeting shall be held on the date and at the time fixed, from time to time, by the directors, provided that
the first annual meeting shall be held on a date within thirteen months after the organization of the corporation, and each successive
annual meeting shall be held on a date within thirteen months after the date of the preceding annual meeting. A special meeting shall
be held on the date and at the time fixed by the directors.


 


(b)
Place. Annual meetings and special meetings shall be held at such place, within or without the State of Nevada, as the directors
may, from time to time, fix. Whenever the directors shall fail to fix such place, the meeting shall be held at the registered office
of the corporation in the State of Nevada, the principal place of business, or a place designated by the resolution of Board of Directors.


 


(c)
Call. Annual meetings and special meetings may be called by the directors or by any officer instructed by the directors to
call the meeting.


 


(d)
Notice or Waiver of Notice. Written notice of all meetings shall be given, stating the place, date, hour of the meeting and
stating the place within the city or other municipality or community at which the list of stockholders of the corporation may be examined.
The notice of an annual meeting shall state that the meeting is called for the election of directors and for the transaction of other
business which may properly come before the meeting, and shall (if any other action which could be taken at a special meeting is to be
taken at such annual meeting) state the purpose or purposes. The notice of a special meeting shall in all instances state the purpose
or purposes for which the meeting is called. The notice of any meeting shall also include, or be accompanied by, any additional statements,
information, or documents prescribed by the Nevada Revised Statutes. Except as otherwise provided by the Nevada Revised Statutes, a copy
of the notice of any meeting shall be given, personally or by mail, not less than ten days nor more than sixty days before the date of
the meeting, unless the lapse of the prescribed period of time shall have been waived, and directed to each stockholder at his record
address or at such other address which he may have furnished by request in writing to the Secretary of the corporation. Notice by mail
shall be deemed to be given when deposited, with postage thereon prepaid, in the United States Mail. If a meeting is adjourned to another
time, not more than thirty days hence, and/or place is made at the meeting, it shall not be necessary to give notice of the adjourned
meeting unless the directors, after adjournment, fix a new record date for the adjourned meeting. Notice need not be given to any stockholder
who submits a written waiver of notice signed by him before or after the time stated therein. Attendance of a stockholder at a meeting
of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends the meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called
or convened. Neither the business to be transacted at, not the purpose of, any regular or special meeting of the stockholders need be
specified in any written waiver of notice.


 




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(e)
Stockholder List. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days
before every meeting of stockholders, a complete list of the stockholders, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting,
either at a place within the city or other municipality or community where the meeting is to be held, which place shall be specified
in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and
kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. The
stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this
section or the books of the corporation, or to vote at any meeting of stockholders.


 


(f)
Conduct of Meeting. Meetings of the stockholders shall be presided over by one of the following officers in the order of seniority
and if present and acting-the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, a Vice-President,
or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the stockholders. The Secretary of the
corporation, or in his absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an
Assistant Secretary is present the Chairman of the meeting shall appoint a secretary of the meeting.


 


(g)
Proxy Representation. Every stockholder may authorize another person or persons to act for him by proxy in all matters in
which a stockholder is entitled to participate, whether by waiving notice of any meeting, voting or participating at a meeting, or expressing
consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted
or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable
if it states that is irrevocable and, if, and only as long as it is coupled with an interest sufficient in law to support an irrevocable
power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself
or an interest in the corporation generally.


 


(h)
Inspectors. The directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act
at the meeting or any adjournment thereof. If any inspector or inspectors are not appointed, the person presiding at the meeting may,
but need not appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy
may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each
inspector, if any, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of
inspectors at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine
the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence
of a quorum, the validity and effect of proxies, and shall receive votes, ballots, or consents, hear and determine all challenges and
questions arising in connection with the right to vote, count and tabulate all votes, ballots, or consents, determine the result, and
do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the
meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question, or matter determined by him
or them and execute a certificate of any fact found by him or them. Except as otherwise required by subsection (e) of Section 231 of
the Nevada Revised Statutes, the provisions of that Section shall not apply to the corporation.


 


(i)
Quorum. The holders of at least one third of the outstanding voting shares of stock shall constitute a quorum at a meeting
of stockholders for the transaction of any business. Once a quorum is established at any meeting of the stockholders, the voluntary withdrawal
of any stockholder from the meeting shall not affect the authority of the remaining stockholders to conduct any business which properly
comes before the meeting. In the absence of a quorum, the chairman of the meeting or stockholders present at the meeting may adjourn
the meeting from day to day or time to time without further notice other than announcement at such meeting of such date, time and place
of the adjourned meeting. At an adjourned meeting of the stockholders at which a quorum is present, any business may be transacted which
might have been transacted at the meeting as originally noticed.


 




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(j)
Voting. Each share of stock shall entitle the holder thereof to one vote. At each meeting of the stockholders, each stockholder
entitled to vote thereat may vote in person or by proxy duly appointed by an instrument in writing subscribed by such stockholder. Directors
shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote
on the election of directors. Any other action shall be authorized by a majority of the votes cast except where the Nevada Revised Statutes
prescribes a different percentage of votes and/or a different exercise of voting power, and except as may be otherwise prescribed by
the provisions of the articles of incorporation and these Bylaws. In the election of directors, and for any other action, voting need
not be by ballot.


 


Section
3. Stockholder Action Without Meetings. Any action required by the Nevada Revised Statutes to be taken at any annual or special
meeting of stockholders, or any action which may be taken at any annual or special meeting of stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting
at which all shares entitled to vote thereon were present and voted. Action taken pursuant to this paragraph shall be subject to the
provisions of Section


78.320
of the Nevada Revised Statutes.


 


ARTICLE
III


 


DIRECTORS


 


Section
1. Functions and Definition. The business and affairs of the corporation shall be managed by or under the direction of the
Board of Directors of the corporation. The Board of Directors shall have the authority to fix the compensation of the members thereof.
The use of the phrase “whole board” herein refers to the total number of directors which the corporation would have if there
were no vacancies. The business of the corporation shall be managed by its board of directors which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by these by-laws directed
or required to be exercised or done by the stockholders.


 


Section
2. Qualifications and Number. A director need not be a stockholder, a citizen of the United States, or a resident of the State
of Nevada. The initial Board of Directors shall not consist of less than 1 (one) person. Thereafter, the number of directors may be increased
or decreased from time to time by action of the stockholders or of the directors.


 


Section
3. Election and Term. The first Board of Directors, unless the members thereof shall have been named in the articles of incorporation,
shall be elected by the incorporator or incorporators and shall hold office until first annual meeting of stockholders and until their
successors are elected and qualified or until their earlier resignation or removal. Any director may resign at any time upon written
notice to the corporation. Thereafter, directors who are elected at an annual meeting of stockholders, and directors who are elected
in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting resignation or removal.
Except as the Nevada Revised Statutes may otherwise require, in the interim between annual meetings of stockholders or of special meetings
of stockholders called for the election of directors and/or for the removal of one or more directors and for the filling of any vacancy
in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from
the removal of directors for cause or without cause, may be filled by the vote of a majority of the remaining directors then in office,
although less than a quorum, or by the sole remaining director.


 


Section
4. Meetings.


 


(a)
Time. Meetings shall be held at such time as the Board shall fix, except that the first meeting of a newly elected Board shall
be held as soon after its election as the directors may conveniently assemble.


 




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(b)
Place. Meetings shall be held at such place within or without the State of Nevada as shall be fixed by the Board.


 


(c)
Call. No call shall be required for regular meetings for which the time and place have been fixed. Special meetings may be
called by or at the direction of the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, of the President, or of a
majority of the directors in office.


 


(d)
Notice or Actual or Constructive Waiver. No notice shall be required for regular meetings for which the time and place have
been fixed. Written, oral, or any other mode of notice of the time and place shall be given for special meetings in sufficient time for
the convenient assembly of the directors thereat. Notice need not be given to any director or to any member of a committee of directors
who submits a written waiver of notice signed by him before or after the time stated therein. Attendance of any such person at a meeting
shall constitute a waiver of notice of such meeting, except when he attends a meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the directors need be specified in any written waiver of notice.


 


(e)
Quorum and Action. A majority of the whole Board shall constitute a quorum except when a vacancy or vacancies prevents such
majority, whereupon a majority of the directors in office shall constitute a quorum, provided, that such majority shall constitute at
least one-third of the whole Board. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to
another time and place. Except as herein otherwise provided, and except as otherwise provided by the Nevada Revised Statutes, the vote
of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board. The quorum and voting
provisions herein stated shall not be construed as conflicting with any provisions of the Nevada Revised Statutes and these Bylaws which
govern a meeting of the directors held to fill vacancies and newly created directorships in the Board or action of disinterested directors.


 


Any
member or members of the Board of Directors or of any committee designated by the Board, may participate in a meeting of the Board, or
any such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other.


 


(f)
Chairman of the Meeting. The Chairman of the Board, if any and if present and acting, shall preside at all meetings. Otherwise,
the Vice-Chairman of the Board, if any and if present and acting, or the President, if present and acting, or any other director chosen
by the Board, shall preside.


 


Section
5. Removal of Directors. Except as may otherwise be provided by the Nevada Revised Statutes, any director or the entire Board
of Directors may be removed, with or without cause, by the resolutions of the Board of Directors.


 


Section
6. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees,
each committee to consist of one or more of the directors of the corporation. The Board may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification
of any member of any such committee or committees, the member or members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting
in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall
have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the corporation
with the exception of any authority the delegation of which is prohibited by the Nevada Revised Statutes, and may authorize the seal
of the corporation to be affixed to all papers which may require it.


 


Section
7. Written Action. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee
thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the Board or committee.


 




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Section
8. Board of Advisors. The Board of Directors, in its discretion, may establish a Board of Advisors, consisting of individuals
who may or may not be stockholders or directors of the Corporation. The purpose of the Board of Advisors would be to advise the officers
and directors of the Corporation with respect to such matters as such officers and directors shall choose, and any other matters which
the members of such Board of Advisors deem appropriate in furtherance of the best interest of the Corporation. The Board of Advisors
shall meet on such basis as the members thereof may determine. The Board of Directors may eliminate the Board of Advisors at any time.
No member of the Board of Advisors, nor the Board of Advisors itself, shall have any authority of the Board of Directors or any decision-making
power and shall be merely advisory in nature. Unless the Board of Directors determines another method of appointment, the President shall
recommend possible members of the Board of Advisors to the Board of Directors, who shall approve such appointments or reject them.


 


ARTICLE
IV


 


OFFICERS


 


The
officers of the corporation shall consist of a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable
by the Board of Directors, a Chairman of the Board, a Vice- Chairman of the Board, an Executive Vice- President, one or more other Vice-Presidents,
one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers with such title as the resolution of the
Board of Directors choosing them shall designate. Except as may otherwise be provided in the resolution of the Board of Directors choosing
him, no officer other than the Chairman or Vice-Chairman of the Board, if any, need be a director. Any number of offices may be held
by the same person, as the directors may determine.


 


Unless
otherwise provided in the resolution choosing him, each officer shall be chosen for a term which shall continue until the meeting of
the Board of Directors following the next annual meeting of stockholders and until his successor shall have been chosen and qualified.


 


All
officers of the corporation shall have such authority and perform such duties in the management and operation of the corporation as shall
be prescribed in the resolutions of the Board of Directors designating and choosing such officers and prescribing their authority and
duties, and shall have such additional authority and duties as are incident to their office except to the extent that such resolutions
may be inconsistent therewith. The Secretary or an Assistant Secretary of the corporation shall record all of the proceedings of all
meetings and actions in writing of stockholders, directors, and committees of directors, and shall exercise such additional authority
and perform such additional duties as the Board shall assign to him. Any officer may be removed, with or without cause, by the Board
of Directors. Any vacancy in any office may be filled by the Board of Directors.


 




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ARTICLE
V


 


CORPORATE
SEAL


 


The
corporate seal shall be in such form as the Board of Directors shall prescribe.


 


ARTICLE
VI


 


FISCAL
YEAR


 


The
fiscal year of the corporation shall be fixed and initially be December 31, and shall be subject to change, by the Board of Directors.


 


ARTICLE
VII


 


AMENDMENT


 


These
Bylaws may be adopted, amended or repealed at any time by the unanimous written consent of the Board of Directors.


 






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CERTIFICATE
OF SECRETARY


 


I,
the undersigned, do hereby certify:


 


1.
That I am the duly elected and acting secretary of SEATech Ventures Corp., a Nevada corporation; and


 


2.
That the foregoing Bylaws, comprising nine (9) pages, constitute the Bylaws of said corporation as duly adopted and approved by the board
of directors of said corporation by a Unanimous Written Consent dated as of April 2, 2018.


 


IN
WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said corporation this 2nd day of April, 2018.


 


	 	/s/Chin
    Chee Seong
	 	Chin
    Chee Seong
	 	Secretary


 




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