Exhibit 10.14


 


12th
January 2022


 


TNG
FINTECH GROUP INC.


as
Borrower


 


AND


 


HUI
KA WAH RONNIE


as
Lender


 








 



 


LOAN
AGREEMENT


 







 



 




    	 



    	 



    




 


THIS
LOAN AGREEMENT is made on the 12th day of January 2022 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	



 


HUI
KA WAH RONNIE, an individual holder of Hong Kong Identity Card No. G064224(9) whose correspondence
address is 4/F Sunrise Court, 54 Tai Hang Road, Jardines’ Lookout, 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 Seven 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:	4/F Sunrise Court, 54 Tai
    Hang Road, Jardines’ Lookout, Hong Kong
	 	Email:	ronnie.hui@tngfintech.com


 





	 	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/
    HUI KA WAH RONNIE	 
	Signed
    by 	)
	HUI
    KA WAH RONNIE	)
	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	12 Feb 2022	 	HKD47,000	 	HKD0	 	HKD47,000	 	HKD4,700,000
	 	 	 	 	 	 	 	 	 	 
	2	12 Mar 2022	 	HKD47,000	 	HKD0	 	HKD47,000	 	HKD4,700,000
	 	 	 	 	 	 	 	 	 	 
	3	12 Apr 2022	 	HKD47,000	 	HKD0	 	HKD47,000	 	HKD4,700,000
	 	 	 	 	 	 	 	 	 	 
	4	12 May 2022	 	HKD47,000	 	HKD0	 	HKD47,000	 	HKD4,700,000
	 	 	 	 	 	 	 	 	 	 
	5	12 Jun 2022	 	HKD47,000	 	HKD0	 	HKD47,000	 	HKD4,700,000
	 	 	 	 	 	 	 	 	 	 
	6	12 Jul 2022	 	HKD47,000	 	HKD0	 	HKD47,000	 	HKD4,700,000
	 	 	 	 	 	 	 	 	 	 
	7	12 Aug 2022	 	HKD47,000	 	HKD0	 	HKD47,000	 	HKD4,700,000
	 	 	 	 	 	 	 	 	 	 
	8	12 Sep 2022	 	HKD47,000	 	HKD0	 	HKD47,000	 	HKD4,700,000
	 	 	 	 	 	 	 	 	 	 
	9	12 Oct 2022	 	HKD47,000	 	HKD0	 	HKD47,000	 	HKD4,700,000
	 	 	 	 	 	 	 	 	 	 
	10	12 Nov 2022	 	HKD47,000	 	HKD0	 	HKD47,000	 	HKD4,700,000
	 	 	 	 	 	 	 	 	 	 
	11	12 Dec 2022	 	HKD47,000	 	HKD0	 	HKD47,000	 	HKD4,700,000
	 	 	 	 	 	 	 	 	 	 
	12	12 Jan 2023	 	HKD47,000	 	HKD0	 	HKD47,000	 	HKD4,700,000
	 	 	 	 	 	 	 	 	 	 
	13	12 Feb 2023	 	HKD47,000	 	HKD0	 	HKD47,000	 	HKD4,700,000
	 	 	 	 	 	 	 	 	 	 
	14	12 Mar 2023	 	HKD47,000	 	HKD0	 	HKD47,000	 	HKD4,700,000
	 	 	 	 	 	 	 	 	 	 
	15	11 Apr 2023	 	HKD47,000	 	HKD0	 	HKD47,000	 	HKD4,700,000
	 	 	 	 	 	 	 	 	 	 
	16	11 Apr 2023	 	HKD4,700,000	 	HKD4,700,000	 	HKD0	 	HKD0


 







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