Exhibit
10.15


 


20
December 2021


 


TNG
FINTECH GROUP INC.


as
Borrower


 


AND


 


WONG
WING CHI


as
Lender


 





 



 


LOAN
AGREEMENT


 





 



 




    	 



     


    

 


THIS
LOAN AGREEMENT is made on the 20th day of December 2021 in Hong Kong by and


 


BETWEEN


 


TNG
FINTECH GROUP INC., a limited liability company incorporated in the Cayman Islands whose registered
office is located at P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands and its principal office is located at 21/F Olympia
Plaza, 255 King’s Road, North Point, Hong Kong (the “Borrower”);


 


 AND




 


WONG
WING CHI, an individual holder of Hong Kong Identity Card No. K960103(1) whose address is 2/F, Lot
no. 180B, Yuen Kong Tsuen, Yuen Long Pat Heung, New Territories, Hong Kong (the “Lender”).


 


IN
CONSIDERATION of the mutual covenants contained herein, each of the Lender and the Borrower hereby
agree as follows:


 


	1.	Loan
	 	 
	 	Subject
    to the provisions of this Loan Agreement, the Lender shall make available to the Borrower a term loan facility in an aggregate principal
    amount of Hong Kong Dollars Four Million and Seventy Hundred Thousand (HKD4,700,000) or any amount as mutually agreed in writing
    (the “Loan”).
	 	 
	2.	Purpose
    of the Loan
	 	 
	 	To
    finance the general working capital requirements of the Borrower.
	 	 
	3.	Maturity
    Date
	 	 
	 	The
    Loan shall be made available to the Borrower from the date of this Loan Agreement, or a later date as mutually agreed in writing
    by the Lender and the Borrower, and the Borrower shall repay the Loan to the Lender in a term of 15 months as stipulated in Appendix
    II after it is drawn down.
	 	 
	4.	Availability
    Period
	 	 
	 	The
    period commencing on the date of this Loan Agreement and ending on the Maturity Date when the Borrower agrees to repay the Loan to
    the Lender in 15 months (the “Availability
    Period”). The Lender may at its sole discretion to terminate this Loan Agreement at any time
    and the Borrower shall repay the loan outstanding in full amount prior to or upon the termination of this Loan Agreement. Any amount
    not drawn as of the end of the Availability Period shall be automatically cancelled.


 




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	5.	Draw-down
	 	 
	 	The
    Borrower may on any Business Day during the Availability Period request the Lender to make the any amount available under the Loan
    to the Borrower’s bank account in Hong Kong as specified in Appendix I, provided that:


 


	 	a.	The
    Lender shall have received a duly completed notice of drawing at least one Business Day prior to the date of drawing; and
	 	 	 
	 	b.	No
    event of default or prospective Event of Default shall have occurred.


 


In
this Loan Agreement, “Business Day” means a day (excluding Saturday, Sunday and public holidays) on which banks are generally
open for business in Hong Kong.


 


	6.	Interest
    Period
	 	 
	 	12
    per cent per annum, and as stipulated by Appendix II, shall be charged for any Loan to be made by the Lender to the Borrower.
	 	 
	7.	Repayment
	 	 
	 	The
    Borrower shall repay the loan outstanding in full amount at any time prior to or upon the termination of this Loan Agreement.
	 	 
	8.	Events
    of Default
	 	 
	 	Each
    of the following events and circumstances shall be an Event of Default: (i) the Borrower fails to pay any sum payable under this
    Loan Agreement; (ii) the Borrower fails duly and punctually to perform or comply with any of its respective obligations or undertakings
    hereunder; (iii) a creditor takes possession of all or any part of the business or assets of the Borrower or any execution or other
    legal process is enforced against the business or any assets of the Group and is not discharged within one month; (iv) the Borrower
    stops or suspends payments to its creditors generally or is unable or admits its inability to pay its debts as they fall due or seeks
    to enter into any composition or other arrangement with its creditors or is declared or becomes bankrupt or insolvent; or (v) the
    Borrower ceases or threatens to cease to carry on its business or any substantial part thereof or changes or threatens to change
    the nature or scope of its business.
	 	 
	9.	Expenses
	 	 
	 	Each
    party shall be responsible for their respective costs and expenses incurred in relation to the negotiation and execution of this
    Loan Agreement.


 




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	10.	Notices
	 	 
	 	Any
    notice required or permitted to be given by or under this Loan Agreement shall be in writing and if to the Borrower and the Lender
    shall be given by delivering it to its correspondence address or email address shown below:


 


	 	The
    Borrower	 
	 	Address:	21/F
    Olympia Plaza, 255 King’s Road, North Point, Hong Kong
	 	Email:	legal@tngfintech.com
	 	Attention:	Head
    of Legal and Corporate Governance
	 	 	 
	 	The
    Lender	 
	 	Address:	2/F,
    Lot no. 180B, Yuen Kong Tsuen, Yuen Long Pat Heung, New Territories, Hong Kong
	 	Email:	takis.wong@tng.asia


 


	 	or
    to such other address in Hong Kong as the party concerned may have been notified to the other party pursuant to this Clause and may
    be given by sending it by hand to such address or by electronic transmission to such email address, or to such other address as the
    party concerned may have notified to the other parties in accordance with this Clause. Any such notice so addressed to the relevant
    parties shall be deemed to be served on the day of delivery or electronic transmission (or, if the day of delivery or transmission
    is not a Business Day or if the delivery or transmission is made after 5:00 pm Hong Kong time, deemed to be served on the immediately
    following Business Day), or if sooner upon acknowledgement of receipt by or on behalf of the party to which it is addressed.


 


	11.
    	Governing
    Law
	 	 
	 	This
    Loan Agreement shall be governed by and construed in accordance with the laws of Hong Kong. The parties irrevocably submit to the
    non-exclusive jurisdiction of the courts of Hong Kong.


 




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IN
WITNESS WHEREOF, the parties hereto have executed this Loan Agreement to as of the date first above written.


 


	/s/
    Kong King Ong Alexander	 	 
	Signed
    by	 	)
	Kong
    King Ong Alexander	 	)
	on
    behalf of	 	)
	TNG
    FINTECH GROUP INC.	 	)
	in
    the presence of:	 	)
	 	 	)
	 	 	)
	 	 	 
	/s/
    WONG WING CHI	 	 
	Signed
    by 	 	)
	WONG
    WING CHI	 	)
	in
    the presence of:	 	)


 




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Appendix
I


 


Borrower’s
Bank Account


 


	Account
    Holder Name: 	 	TNG
    FinTech Group Inc.
	Name
    of the Bank:	 	DBS
    Bank (Hong Kong) Limited
	Account
    Number:	 	016-478-783328615
	Account
    Currency:	 	HKD
	Bank
    Swift:	 	DHBKHKHH
	Country:	 	Hong
    Kong


 




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Appendix
II


 


Repayment
Schedule


 


	Loan
    Amount	:	HKD4,700,000.00
	Term	:	15
    months
	Interest
    Rate	:	12
    % per annum


 


	 	Payment
    Date	 	Repayment
    Amount (HKD)	 	Principal
    Payment (HKD)	 	Interest
    Payment (HKD)	 	Outstanding
    Balance (HKD)
	1	20-Jan-22	 	HKD47,000	 	HKD0	 	HKD47,000	 	HKD4,700,000
	 	 	 	 	 	 	 	 	 	 
	2	20-Feb-22	 	HKD47,000	 	HKD0	 	HKD47,000	 	HKD4,700,000
	 	 	 	 	 	 	 	 	 	 
	3	20-Mar-22	 	HKD47,000	 	HKD0	 	HKD47,000	 	HKD4,700,000
	 	 	 	 	 	 	 	 	 	 
	4	20-Apr-22	 	HKD47,000	 	HKD0	 	HKD47,000	 	HKD4,700,000
	 	 	 	 	 	 	 	 	 	 
	5	20-May-22	 	HKD47,000	 	HKD0	 	HKD47,000	 	HKD4,700,000
	 	 	 	 	 	 	 	 	 	 
	6	20-Jun-22	 	HKD47,000	 	HKD0	 	HKD47,000	 	HKD4,700,000
	 	 	 	 	 	 	 	 	 	 
	7	20-Jul-22	 	HKD47,000	 	HKD0	 	HKD47,000	 	HKD4,700,000
	 	 	 	 	 	 	 	 	 	 
	8	20-Aug-22	 	HKD47,000	 	HKD0	 	HKD47,000	 	HKD4,700,000
	 	 	 	 	 	 	 	 	 	 
	9	20-Sep-22	 	HKD47,000	 	HKD0	 	HKD47,000	 	HKD4,700,000
	 	 	 	 	 	 	 	 	 	 
	10	20-Oct-22	 	HKD47,000	 	HKD0	 	HKD47,000	 	HKD4,700,000
	 	 	 	 	 	 	 	 	 	 
	11	20-Nov-22	 	HKD47,000	 	HKD0	 	HKD47,000	 	HKD4,700,000
	 	 	 	 	 	 	 	 	 	 
	12	20-Dec-22	 	HKD47,000	 	HKD0	 	HKD47,000	 	HKD4,700,000
	 	 	 	 	 	 	 	 	 	 
	13	20-Jan-23	 	HKD47,000	 	HKD0	 	HKD47,000	 	HKD4,700,000
	 	 	 	 	 	 	 	 	 	 
	14	20-Feb-23	 	HKD47,000	 	HKD0	 	HKD47,000	 	HKD4,700,000
	 	 	 	 	 	 	 	 	 	 
	15	20-Mar-23	 	HKD47,000	 	HKD0	 	HKD47,000	 	HKD4,700,000
	 	 	 	 	 	 	 	 	 	 
	16	20-Mar-23	 	HKD4,700,000	 	HKD4,700,000	 	HKD0	 	HKD0
	 	 	 	 	 	 	 	 	 	 


 




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