Exhibit 10.10


Cooperation Agreement for Bank-Dealer
Payment Services


 


By and between 


 


Wing Lung Bank Ltd. 


 


And


 


HongKong Takung Assets and Equity of
Artworks Exchange Co., Ltd.


 


June, 2013


 




    	 



    	 



    

 


Party A: Wing Lung Bank Ltd.


 


Address: 45 Des Voeux Road Central, Hong Kong


 


Post code:


 


Principal-in-charge:
KUNG CHI MING (龚志明)


 


Contact person:


 


Telephone: 852-28268361


 


Fax:


 


Party B: HongKong Takung Assets and Equity of Artworks Exchange
Co., Ltd.


 


Address: Room 2003, 20/F, Hutchison House, 10 Harcourt Road,
Central, Hong Kong


 


Post code:


 


Principal-in-charge:
DI XIAO (肖迪)


 


Contact person:


 


Telephone: +86 13064755468


 


Fax:


 




    	 



    	 



    

  


Party A and Party B (the “Parties”) have reached
the following agreement on the cooperation for payment services through amicable negotiation.


 





Chapter I   Principles
for Cooperation 







 


Article 1      The
Parties shall lawfully conduct the operations, actively promote their cooperation and safely and properly provide the transactional
payment platform for the “bank-dealer payment services” in accordance with the applicable laws, ordinances and regulations
of Hong Kong Special Administrative Region.


 


Article 2      No
advance payment by the bank. All the bank-dealer payments are settled with actual funds, and Party A will not provide any advance
payment for Party B or any third party during the settlement of funds.


 


Article 3      Centralized
management and uniform clearance. After the Parties are connected with a special cable, the Parties shall first transmit all the
information related to the bank-dealer payment services to their respective computer system via their respective intranet, and
then complete the transmission and process of data via the link between their computer systems (hereinafter the “Bank-Dealer
Payment Service System”), so as to realize “one link, uniform clearance and centralized management”. Party B
shall use the Special Settlement Account (as defined below) for the bank-dealer payment services provided by Party A.


 


Article 4      The
bank-dealer payment service referred in this Agreement means that Party A acts as the settlement bank specified by Party B and
Party B’s clients (hereinafter the “Traders”) and completes the settlement of funds between the Trader Settlement
Account (as defined below) opened by the Traders with Party A and the Special Settlement Account (as defined below) opened by Party
B with Party A as instructed by Party A or the Traders.


 


Chapter II   General
Terms and Conditions 


 


Article 5      The
Special Settlement Account of Party B refers to the settlement account opened by Party B with Party A for the settlement of funds
with the Traders (hereinafter referred to as the “Special Settlement Account”).


 


The Trader’s Bank Settlement Account
refers to the settlement account opened by the Traders with Party A; the Trader may specify the savings account of HK dollars,
US dollars or RMB yuan as the bank settlement account for the settlement of funds between it and Party B (hereinafter the “Trader
Settlement Account”).


 




    	 



    	 



    

  


The transaction fund account of the Traders
refers to the account opened by the Traders with Party B for the settlement of funds for registered transaction of goods, profit
and loss, transaction deposits and commissions, etc. (hereinafter the “Transaction Fund Account”). Party A will not
be involved in the operations of the Transaction Fund Account.


 


Article 6      Before
applying to Party A for establishing the bank-dealer payment service relationship, the Traders must first successfully open the
Transaction Fund Account with Party B, then open the Bank Settlement Account with Party A in accordance with Article 5 hereof,
and then register and start the bank-dealer payment service through Party A’s online banking services.


 


To apply for establishing the bank-dealer
payment service relationship, the Trader must provide all the necessary data required by Party A for its examination. An individual
or institutional Trader must, while verifying the online banking service of the Bank Settlement Account, enter the verification
password generated by the security code machine (provided by Party A after opening the Bank Settlement Account), and Party A starts
the bank-dealer payment services only after the password is confirmed by Party A’s system.


 


Article 7    The bank-dealer payment
services mainly include the following contents:


 


(i)          The
Parties accept the applications for establishing or cancelling the bank-deal payment services from the Traders;


 


(ii)         The
Traders transfer funds between the Trader Settlement Account and the Special Settlement Account. (1) When the Trader places an
order with Party A to transfer funds from the Trader Settlement Account to the Special Settlement Account, Party A shall transfer
the funds one by one on the real-time basis according to the Trader’s order; Party A only accepts the order to transfer funds
from the Trader Settlement Account to the Special Settlement Account placed by the dealers via the online banking service. After
receiving the order to transfer fund, Party A shall notify Party B via the real-time data transmission over the cable, and notify
Party B of the fund paid to the Special Settlement Account for the whole day and other data via the data transmission; (2) When
Party B places an order with Party A to transfer funds from the Special Settlement Account to the Trader Settlement Account via
the cable, the order shall be deposited into the bank’s settlement account via Party A’s day-end system. Party B hereby
agrees that the order to transfer fund shall be deemed that Party B approves and unconditionally authorizes Party A to transfer
fund from its Special Settlement Account to the Bank Settlement Account, and Party B shall not raise any objection. After receiving
Party B’s order to transfer fund through the cable, Party A will handle the transfer of fund from the Special Settlement
Account to the Bank Settlement Account at the day-end system, and send the confirmation information of that day’s fund deposited
to the Bank Settlement Accounts to Party B via the cable; and Party B shall verify and confirm the information with Party A via
the cable.


 




    	 



    	 



    

  


Chapter III   Party A’s Rights and Obligations 


 


Article 8      Party
A is responsible for establishing and maintaining the bank’s terminal of the Bank-Dealer Payment Service System, ensuring
the connection of Party B’s data cable to the system, unless Party A is unable to perform the above obligation due to any
act or omission of Party B or a force majeure event.


 


Article 9      Party
A is responsible for the system development, equipment purchase, installation and testing, operation and maintenance, etc required
for the bank’s terminal of the Bank-Dealer Payment Service System as well as the expenses on the communication route with
its branches.


 


Article 10     Party
A is responsible for the establishment and cancellation of the bank-dealer payment services, the transfer of fund in accordance
with the relevant provisions of this Agreement as well as the query services on transaction results related to the relevant transactions.


 




    	 



    	 



    

  


Article 11     While
accepting the Trader’s application for the bank-dealer payment services and providing the bank-dealer services, Party A shall
follow the standard procedure for opening bank accounts and perform the obligations of data examination, including verifying the
dealer’s identification and knowing the client, etc. in accordance with its general requirements and process.


 


Article 12    When
the Trader places an order of fund transfer from the Trader Settlement Account to the Special Settlement Account, Party A shall
be responsible for verifying whether the Trader Settlement Account has sufficient fund. If there is not sufficient fund, Party
A will refuse to perform the Trader’s order to transfer fund from the Trader Settlement Account to the Special Settlement
Account. In any cases, all the responsibilities and disputes between the Trader and Party B arising from the transactions or any
other reasons shall be claimed and resolved between Party B and the Traders, and Party A will not be liable or undertake any responsibility.


 





Chapter IV   Party B’s
Rights and Obligations 




 


 


Article 13     Party
B shall pay the cost of equipment purchased by Party A for initial project development; however, Party B does not have any ownership
of the various hardware or software purchased by Party A. All the equipment shall be owned and monitored by Party A, to which Party
B has no any objection.


 


Party B shall pay the rent for all the
leased cable (the initial lease term shall be two years) subject to the price quoted by the telecommunication provider. The cable
shall be used for the connection between Party A and Party B’s sites for production/disaster prevention/testing. Party A
will contact Party B for the payment of the relevant rent once each year.


 


Article 14     Party
B is responsible for the system construction and maintenance of the exchange’s terminal of the Bank-Dealer Payment Service
System, and ensures its connection to Party A’s computer system. Party B shall undertake all the expenses related to the
application, use and maintenance of the required cable connected with Party A’s system.


 


Article 15     Party
B is responsible for the system development, equipment purchase, installation and testing, operation and maintenance, etc required
for the exchange’s terminal of the Bank-Dealer Payment Service System as well as the relevant expenses.


 




    	 



    	 



    

  


Article 16     Party
B is responsible for controlling the transferable amount of fund under the order of fund transfer from the Special Settlement Account
to the Trader Settlement Account, and ensuring that there is sufficient fund in its Special Settlement Account opened with Party
A.


 


Article 17     The
sale and purchase relationship between Party B and the Trader is applicable to Party B and the Trader only; while Party A only
provides the bank-deal payment service and is not involved in or does not undertake any responsibility for any sale or purchase
between Party B and the Trader.


 


Article 18     The
transferable amount of fund in Trader’s Transaction Fund Account opened with Party B, the limit of transferable amount at
each single time, the accumulative transferable amount in each single day and the accumulative times of transfers in a single day
shall be controlled by Party B. Any dispute or controversy arising therefrom between Party B and the Trader shall be resolved by
Party B independently with the Trader.


 


Article 19     Any
fund returned by Party B to the dealer shall be returned to the Trader’s Trader Settlement Account. If the Trader’s
Trader Settlement Account has been cancelled or encounters any other problem, Party B may return the fund to another account only
after providing Party A with the Trader’s written confirmation.


 


Article 20     Party
B shall timely pay the service fee for the bank-dealer payment service and other relevant charges agreed upon between the Parties.
The specific fee standard shall be further provided by the Parties.


 





Chapter V   Verification
of Accounts and Treatment of Errors 




 


 


Article 21     To
facilitate the timely settlement of fund between the Parties, Party B must ensure that there is sufficient fund in its Special
Settlement Account for the current day’s settlement. If there is no sufficient fund in Party B’s account, Party A will
refuse to perform the order of fund transfer from the Special Settlement Account to the Trader Settlement Account, and Party B
shall undertake all the consequences arising therefrom and the damages payable to the Trader.


 




    	 



    	 



    

  


Article 22     The
Parties shall establish the data verification system, with all the accounts subject to the data provided by Party A, unless otherwise
prescribed hereunder. Party A shall transmit the electronic statements (only including the fund transfer conducted via the Bank-Dealer
Payment Service System) to Party B at the end of each transaction day, with the specific time of transmission further determined
by the Parties. If Party A is unable to send the electronic statement in a normal way, it shall notify Party B via telephone, fax
or other communication method. If there is any error in the data, the Parties shall cooperate with each other to find out the reason.
Party B may login in the online banking system to check the transaction records of the relevant Special Settlement Account or print
the historical statements for account verification.


 


Article 23     If
the Trader’s fund transfer order is not executed due to the systems of the Parties, Party B shall notify the Trader of such
failure.


 


Article 24     The
service time of the bank-dealer payment shall be 08:00-16:00, from Monday till Friday (business days of Hong Kong banks). The Traders
may not perform or place orders for the bank-dealer payment service outside the service time. The comprehensive limit for daily
fund transfer between Party B and each Trader shall not exceed HKD1, 000,000.00 (or HKD equivalents).


 


Chapter VI   Connection
of System 




 


 


Article 25     Party
B shall comply with the interface standard provided by Party A. Each of the Parties shall develop its own interface software respectively,
strictly observe the confidentiality agreement and configure the necessary hardware and equipment and pay its own expenses; however,
all the cost of cable and the communication fee involved in the networking between Party A and Party B shall be paid by Party B.


 


Article 26     After
the Parties’ systems are connected, the data communication between the Parties shall be conducted via transmission of encrypted
data. The order transmitted via the data cable between the Parties and the encrypted data shall have the same legal effect.


 




    	 



    	 



    

  


Article 27     When
Party A or Party B improves or upgrades its system, if it may affect the other Party’s interface or data, it shall negotiate
with the other party 30 business days in advance for a proper resolution.


 


Article 28     The
Parties shall closely cooperate with each other to ensure the smooth and safe transmission of data, and prevent the errors, omissions
and time lags of data transmission; if there is any abnormal situation, the Parties shall negotiate for a resolution as soon as
possible.


 


Article 29     The
Parties shall establish the data backup, troubleshooting, disaster recovery and emergency response system, ensure the normal operation
of the bank-dealer payment service and faithfully ensure the fund safety for the clients.


 





Chapter VII    Confidentiality
Obligations







 


Article 30     Party
A and its personnel shall undertake the confidentiality obligation for the Trader’s exchange terminal information and the
Trader’s fund transfer information; Party B shall undertake the confidentiality obligation for the Trader Settlement Account
information, the Trader’s fund transfer information and the relevant information of Party A obtained from the bank-dealer
payment service, and may not disclose such information to any third party without Party A’s approval, unless otherwise required
by the law, ordinances and relevant regulatory rules.


 


Article 31     Both
the Parties shall maintain the confidentiality of the information obtained due to the performance of this Agreement, including
the other Party’s design scheme of new products (or systems) and significant business decision, etc. and may not, without
the other Party’s prior approval in writing, provide them to any third party or use them for any other purpose outside this
Agreement, unless otherwise required by the law, ordinances and relevant regulatory rules.


 


Article 32     The
original files, transaction data, account information and account verification data generated during the operation of the bank-dealer
payment service system shall be stored by the Parties respectively, with the period and method of storage no less than the minimum
requirements under the relevant ordinances. All the above files and other relevant files and data provided between the Parties
shall be confidential information, and may not be provided to any third party without the other Party’s prior approval in
writing, unless otherwise required by the law, ordinances and relevant regulatory rules.


 




    	 



    	 



    

  


Article 33     The
confidentiality agreement under Articles 30 to 32 hereof shall remain in force and survive the termination or expiry of this Agreement.


 





Chapter VIII   Liability
for Breach of Contract and Dispute Resolution 







 


Article 34     All
the errors, accidents and cases occurred during the performance of this Agreement shall be resolved through negotiation in accordance
with the law, ordinances and systems of Hong Kong Special Administrative Region. If there is any economic loss, the Party at fault
shall undertake the compensation responsibility.


 


Article 35     Both
the Parties shall enhance the safety and security of their respective computer systems, and strictly implement the authorization
management. If the normal business operation is affected by the system failure, equipment failure, communication failure, shutdown
of electricity and other accidents or natural disasters, war or force majeure events or there is any business error arising therefrom,
neither Party will undertake any responsibility for the losses that may be suffered by the client, provided they shall work together
to take emergency measures to eliminate the failures.


 


Article 36     During
the performance of this Agreement, if the regulatory authority or the relevant ordinance or regulation is changed and thus affects
the performance of this Agreement, the Parties shall negotiate with each other for the corresponding modification of this Agreement.


 


Article 37     If
there is any question on this Agreement, the Parties shall negotiate for a resolution in the principle of good faith and long-term
cooperation.


 


Article 38     If
Party A breaches this Agreement due to the relevant agreement between it with the Trader, Party A shall undertake the relevant
responsibility; if Party B breaches this Agreement due to the relevant agreement between it with the Trader, Party B shall undertake
the relevant responsibility.


 





Chapter IX   Liability
and Indemnification







 


Article 39     Party
B, on behalf of itself and the Trader, hereunder jointly and severally indemnifies Party A and its agents from all the losses and
damages for all the lawsuits, legal procedures, claims, requests, reasonable expenses and cost arising from or related to the services
provided under this Agreement, unless otherwise attributable to Party A’s negligence or intentional breach of contract or
fraud.


 




    	 



    	 



    

  


Article 40     Party
A shall not be liable for any loss or damage or failure to or delay in the performance of its obligations hereunder that are directly
or indirectly arising from an event or circumstance that is beyond Party A’s reasonable control.


 


Chapter X   Termination








 


Article 41   This
Agreement shall be valid for three years from the effective date when both the legal representatives of the Parties or their authorized
agents have signed the Agreement and affix their respective company seals. This Agreement shall be renewed each time for another
three years if neither Party raises any objection to the renewal within thirty days prior to its expiry. This Agreement shall remain
in force until either Party gives the other Party at least a thirty-day written notice of termination; however, in the following
circumstances, either Party may notify the other Party to terminate the Agreement immediately:


 


(i)          Any
Party has disrupted or breached any material term of this Agreement and fails to correct its action within thirty days after the
service of a written notice requesting for corrections;


 


(ii)         Any Party enters into liquidation, or becomes bankrupt or is unable to pay its debts or become insolvent, or it passes a
resolution on dissolution or is subject to a request for liquidation, or any of its assets is assigned the receiver or
bankruptcy trustee or other similar personnel.


 


Article 42     Any
termination of this Agreement in accordance with this Article shall not affect any of the rights, obligations or responsibilities
incurred prior to the termination of this Agreement.





  





Chapter XI   Miscellaneous





 


 


Article 43     The
Parties shall formulate their management systems and operational procedures on the basis of the business processes, and properly
implement their respective employee training, so as to ensure the compliance of business operations.


 




    	 



    	 



    

  


Article 44     The
Parties’ advertisements on the bank-dealer payment service in mass media must be true and reliable; if the content or form
of any advertisement involves the other Party, it shall be implemented only after approved by the other Party.


 


Article 45     After
this Agreement enters into force, neither Party may refuse to perform its obligations hereunder by reason of the change of its
company name or legal representative, principal-in-charge or contact person, etc. Any matter not prescribed in this Agreement may
be resolved between the Parties through further negotiation.


 


Article 46     Both
the Parties promises to maintain intimate and comprehensive cooperation relationship in the relevant business areas, e.g. Party
B may offer Party A the priority while selecting the support bank, and Party A may offer Party B the priority while selecting the
partners for the bank-dealer comprehensive business; and their cooperation may grow in line with the development of market and
businesses.


 


Article 47     This
Agreement is signed in two copies, with each Party holding one copy, and both the copies are equally effective.


 





Chapter XII   Applicable
Law 




 


 


Article 48     This
Agreement shall be governed by and interpreted in accordance with the laws of Hong Kong Special Administrative Region. Both the
Parties hereby irrevocably accept the court of Hong Kong Special Administrative Region as the non-exclusive governing court.


  





	Party A (Company Seal): (Seal of Wing Lung Bank Ltd.) 	Party B (Company Seal): (Hong Kong Takung Assets and Equity of Artworks Exchange Co., Ltd.) 
	Legal representative (or authorized agent): (Signature) 	Legal representative (or authorized agent): (Signature)
	Signing date: August 20, 2013	Signing date: July 2, 2013