Exhibit 10.1


 


	 	Dated
    the   7th   day of May, 2019	 
	 


 

 

 

 

 

 

HKFAEx
Group Limited (香港金融資產交易集團有限公司)


 


and


 


Oriental
Culture Holding LTD




  

 

 

 

 

 

 

 

 

 

	================================


SALE
AND PURCHASE AGreement 


IN
RESPECT of 100% OF issued SHARE CAPITAL of


HKDAEX
LIMITED (香港數碼資產交易中心有限公司)

        ================================



 






     


     


    

 


Contents


  




	Clause	 	Page
	 	 	 
	1   Definitions and interpretation	 	1
	2   Shares swap	 	3
	3   Completion	 	3
	4   Representations, warranties and undertakings	 	5
	5   Notices	 	6
	6   Costs	 	7
	7   Other provisions	 	7
	8   Applicable law and jurisdiction	 	8
	SCHEDULE 1 The Seller and HKDAEX	 	9
	SCHEDULE 2 The Buyer	 	10
	SCHEDULE 3 Conditions	 	11
	SCHEDULE 4 Seller’s Warranties	 	12
	SCHEDULE 5 Disclosure Schedule	 	23
	SCHEDULE 6 Buyer’s Warranties	 	24
	SCHEDULE 7 Deed of Indemnity in respect of HKDAEX	 	25



  




     


     


    

 


THIS AGREEMENT is dated the 7th
day of May, 2019


 


BETWEEN:


 


		(1)	HKFAEx Group Limited香港金融資產交易集團有限公司,
a company incorporated in Hong Kong whose registered office is at Unit 909, Level 9, Cyberport 2, 100 Cyberport Road, Hong
Kong (the “Seller” or the “Warrantor”); and



 


		(2)	Oriental Culture Holding LTD, a company incorporated in the Cayman Islands whose registered
office is at Sertus Chambers, Governors Square, Suite # 5-204, 23 Lime Tree Bay Avenue, P.O. Box 2547, Grand Cayman, KY1-1104,
Cayman Islands (the “Buyer” or “OCHL”).



 


NOW IT IS HEREBY AGREED as follows:


 


		1	Definitions and interpretation



 


		1.1	In this Agreement, unless the context otherwise requires:



 


Business Day means a
day other than a Saturday or Sunday on which banks are ordinarily open for the transaction of normal banking business in Hong Kong;


 


Business Information
means all information, know-how and records (whether or not confidential and in whatever form held) including (without limitation)
all formulas, designs, specifications, drawings, data, manuals and instructions and all customer lists, sales information, business
plans and forecasts, and all technical or other expertise and all computer software and all accounting and tax records, correspondence,
orders and inquiries;


 


Buyer’s Warranties
means the representations and warranties by the Buyer set out in Schedule 6;


 


Companies Ordinance
means Companies Ordinance (Chapter 622 of the laws of Hong Kong) and when the context requires, its subsidiary legislation, as
amended, supplemented or otherwise modified from time to time;


 


Companies (Winding Up and
Miscellaneous Provisions) Ordinance means the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of
the Laws of Hong Kong) and when the context requires, its subsidiary legislation, as amended, supplemented or otherwise modified
from time to time;


 


Completion means completion
of the sale and purchase of the Sale Shares and the allotment and issue of the Consideration Shares;


 


Completion Notice means
written notice specifying the date of Completion to be issued by the Buyer to the Seller not less than three (3) Business Days
prior to the proposed date of Completion;


 


Completion Date has
the meaning given in clause 3.2;


 


Conditions means the
conditions precedent to Completion, being the matters set out in Schedule 3;


 


Confidential Business Information
means Business Information which is confidential or not generally known;


 


Consideration Shares
means 2,400,000 ordinary shares in the share capital of OCHL of US$0.0001 each;


 



    1


     


    

 


Deed of Indemnity mean
the deed of indemnity to be executed by the Seller as covenantor in favour of the Buyer and HKDAEX upon Completion in respect of
the contingent liability owing by the Seller in relation to HKDAEX in a form substantially the same as set out in Schedule 7;


 


Encumbrance means any
mortgage, charge, pledge, lien, option, restriction, right of first refusal, right of pre-emption, claim, right, trust, interest
or preference granted to any third party, or any other encumbrance or security interest of any kind whatsoever (or an agreement
or commitment to create any of the same);


 


HK$ means Hong Kong
dollars, the lawful currency of Hong Kong;


 


HKDAEX means HKDAEx
Limited香港數碼資產交易中心有限公司,
a company incorporated in Hong Kong with limited liability on 18 April 2018, detail of which are set out in Schedule 1;


 


HKDAEX’s Management
Accounts means the unaudited financial statements of HKDAEX commencing from the incorporation date of HKDAEX (i.e. 18 April
2018) to the Completion Date prepared in accordance with the accounting principles generally accepted in Hong Kong at the time
they were prepared and commonly adopted by companies carrying on businesses similar in all material respects to that carried on
by HKDAEX in preparing management accounts;


 


HKDAEX’s Management
Accounts Date means the Completion Date;


 


Hong Kong means the Hong
Kong Special Administrative Region of the People’s Republic of China;


 


OCHL means Oriental
Culture Holding LTD, a company incorporated in the Cayman Islands on 29 November 2018, detail of which are set out in Schedule
2;


 


Information Technology
means computer hardware, software, networks and/or any aspect of a business which relies on computer hardware, software, networks
and/or other information technology (whether embedded or otherwise);


 


Intellectual Property Rights
means patents, trademarks and service marks, rights in designs, trade or business names, copyrights and topography rights (whether
or not any of these is registered and including applications for registration of any such thing) and rights under licences and
consents in relation to any such thing and all rights or forms of protection of a similar nature or having equivalent or similar
effect to any of these which may subsist anywhere in the world;


 


Listing means the proposed
listing of the shares of the OCHL on the Nasdaq;


 


Longstop Date mean one
year after the date of this Agreement or such other date as may be agreed in writing by the Buyer and the Seller;


 


Nasdaq means Nasdaq
Capital Market of the United States Securities and Exchange Commissions;


 


Parties means the named
parties to this Agreement and their respective successors and assigns and Party shall mean any of them;


 


Prospectus means the
listing document proposed to be issued by OCHL relating to the offer of shares of OCHL to members of the public and the Listing;


 


Sale Shares means 1,388,888,888
ordinary shares in the share capital of HKDAEX, all of which have been issued and are fully paid, and which comprise the entire
issued share capital of HKDAEX;


 


Seller means HKFAEx
Group Limited香港金融資產交易集團有限公司,
a company incorporated in Hong Kong on 4 October 2006, details of which are set out in Schedule 1;


 






    2


     


    

 


Seller’s Warranties
means the representations and warranties by the Seller set out in Schedule 4;


 


Tax or Taxation
means and includes all forms of taxation and statutory, governmental, supra-governmental, state, principal, local government or
municipal impositions, duties, contributions and levies, in each case whether of Hong Kong, the Cayman Islands or elsewhere, whenever
imposed and all penalties, charges, costs and interest relating thereto and without limitation all employment taxes and any deductions
or withholdings of any sort; and


 


US$ means United States
Dollars, the lawful currency of the United States of America.


 


		1.2	In this Agreement, unless the context otherwise requires:



 


		(a)	references to Clauses and Schedules are unless otherwise stated to clauses of, and schedules to,
this Agreement;



 


		(b)	references to “subsidiary” shall be construed in accordance with section 15 of the
Companies Ordinance;



 


		(c)	words importing the singular include the plural and vice versa, words importing a gender
include every gender; and



 


		(d)	references to persons shall include references to individuals, bodies corporate, firms, companies,
government, state or agencies of a state or any joint venture, association or partnership (whether or not having separate legal
personality).



 


		1.3	The Schedules shall form part of this Agreement and shall have the same force and effect as if
expressly set out in the body of this Agreement, and any reference to this Agreement shall include them.



 


		2	Shares swap



 


		2.1	Upon the terms of this Agreement and subject to the Conditions, the Buyer agrees to buy from the
Seller, and the Seller agree to sell to the Buyer, on the Completion Date, the Sale Shares in consideration for the allotment and
issue of the Consideration Shares to the Seller by the Buyer, credited as fully paid, free from all Encumbrances.



 


		3	Completion



 


		3.1	Completion of this Agreement is subject to and conditional upon the Conditions being satisfied
on or before the Longstop Date.



 


		3.2	In this Agreement, Completion Date means the date of Completion specified in the Completion
Notice which must be a Business Day falling within the period of fourteen (14) business days after all the Conditions have been
satisfied or waived, unless otherwise agreed by the Parties in writing.



 


		3.3	Completion shall take place on the Completion Date, and all (but not part only unless the Parties
so agree) of the following businesses shall be transacted on the Completion Date:



 


		(a)	the Buyer shall deliver or cause to be delivered to the Seller:



 


		(i)	a certified copy of the resolutions of the board of directors of the Buyer authorising and approving,
among other things:



 


		(A)	the execution of this Agreement;



 


		(B)	the execution of the Deed of Indemnity;



 






    3


     


    

 


		(C)	the allotment and issue of the Consideration Shares by the Buyer to the Seller;



 


		(D)	the registration of the Seller as the holder of the Consideration Shares;



 


		(E)	the purchase of the Sale Shares from the Seller in consideration of allotment and issue of the
Consideration Shares; and



 


		(F)	the execution of the instruments of transfer and bought and sold notes in respect of the Sale Shares;



 


		(b)	the Seller shall deliver or cause to be delivered to the Buyer:



 


Seller


 


		(i)	a certified copy of the resolutions of the board of directors of the Seller authorising and approving,
among other things:



 


		(A)	the sale of the Sale Shares in consideration of allotment and issue of the Consideration Shares
by the Buyer;



 


		(B)	the execution of this Agreement;



 


		(C)	the execution of the Deed of Indemnity;



 


		(D)	the execution of the instruments of transfer and bought and sold notes in respect of the Sale Shares;



 


		(E)	the subscription of the Consideration Shares; and



 


		(F)	the execution of the application for shares in respect of the Consideration of Shares.



 


HKDAEX


 


		(i)	the original share certificate(s) in respect of the Sale Shares and all other un-issued shares
certificate(s) of HKDAEX together with instruments of transfer and bought and sold notes in respect of Sale Shares duly executed
by the Seller and completed in favour of the Buyer;



 


		(ii)	Deed of Indemnity duly executed by the Seller as covenantor and HKDAEX;



 


		(iii)	HKDAEX’s Management Accounts certified by directors of HKDAEX;



 


		(iv)	a certified copy of the resolutions of the board of directors of HKDAEX authorising and approving,
among other things:



 


		(A)	the transfer of Sale Shares contemplated hereunder and registration of OCHL or its nominees as
member of HKDAEX subject only to the production of duly stamped and completed transfers in respect of the Sale Shares;



 


		(B)	the issuance of new share certificate in respect of the Sale Shares to the Buyer or its nominee(s);
and



 


		(C)	the execution and delivery of the Deed of Indemnity;



 






    4


     


    

 


		(v)	original statutory record and other books and records (including without limitation all resolutions
made up to the Completion Date, financial records, bank statements and cheque books) of HKDAEX and the certificate of incorporation,
all business registration certificate, company chop(s) and common seal(s) and any other papers, records, contracts and documents
of HKDAEX (including without limitation the loan documentation to the extent that the same is in the possession of the Seller)
or written authorizations in favour of the Buyer for the collection of such documents or records;



 


		(vi)	employment contract(s) of HKDAEX’s employees whose employment shall continue after Completion
(if any);



 


		(vii)	such other documents as may be reasonably required to give good title to the Sale Shares free from
all Encumbrances and to enable the Buyer (or its nominee(s)) to become the registered holder thereof;



 


		(viii)	such other power of attorney or other authorities under which instrument(s) of transfer and bought
and sold notes or such other documents in respect of the Sale Shares have been executed; and



 


		(ix)	such waivers, consents or other documents as may be required to give a good title to the Sale Shares
and to enable the Buyer or its nominee to become their beneficial and registered owners.



 


		3.4	The Buyer shall deliver or cause to be delivered to the Seller the share certificate in respect
of the Consideration Shares in the name of the Seller within thirty (30) days after the Completion Date.



 


		4	Representations, warranties and
                                         undertakings



 


		4.1	The Seller (the “Warrantor”):



 


		(a)	warrants and represents that the Seller’s Warranties are true and accurate;



 


		(b)	further warrants and represents to the Buyer (for itself and as trustee for its successors in title)
that the Seller’s Warranties shall be deemed to be repeated immediately before Completion with reference to the facts and
circumstances then prevailing, and for this purpose a reference in any of the Seller’s Warranties to the date of this Agreement
shall be construed as a reference to the Completion Date; and



 


		(c)	acknowledges that the Buyer have entered into this Agreement in reliance on, among other things,
the Seller’s Warranties.



 


		4.2	The Buyer:



 


		(a)	warrants and represents that the Buyer’s Warranties are true and accurate, subject to disclosures
made in the Prospectus; and



 


		(b)	further warrant and represent to the Seller (for itself and as trustee for its successors in title)
that the Buyer’s Warranties, subject to disclosures made in the Prospectus shall be deemed to be repeated immediately before
Completion with reference to the facts and circumstances then prevailing, and for this purpose a reference in any of the Buyer’s
Warranties to the date of this Agreement shall be construed as a reference to the Completion Date.



 


		4.3	Each of the paragraphs in Schedule 4:



 


		(a)	shall be construed as a separate and independent warranty and representation; and



 


		(b)	unless expressly provided in this Agreement, shall not be limited by reference to any other paragraph
in Schedule 4 or by any other provision of this Agreement.



 






    5


     


    

 


		4.4	The Buyer shall have a separate claim and right of action in respect of every breach of a Seller’s
Warranty.



 


		4.5	The Seller’s Warranties shall not in any respect be extinguished or affected by Completion.



 


		4.6	If, in respect of or in connection with any breach of any of the Seller’s Warranties or any
facts or matters warranted not being true and being misleading, any amount payable to the Buyer by the Seller is subject to Taxation,
such payable amounts shall be paid to the Buyer by the Seller so as to ensure that the net amount received by the Buyer is equal
to the full amount payable to the Buyer under this Agreement.



 


		5	Notices



 


		5.1	Any notice required to be given under this Agreement shall be in writing in the Chinese language
and shall be delivered personally, or sent by post (or air mail if overseas) or by fax or by email, to each of the Parties due
to receive the notice, at the address or fax number or email address set out below:



 





	

        The
        Seller

         

        HKFAEX
        GROUP LIMITED
        香港金融資產交易集團有限公司
	 

                                                                                                                              

        :
	 

                                                                                                                               

        Unit
        909, Level 9, Cyberport 2, 100 Cyberport Road, Hong Kong

	For
    the attention of	:	Tang
    Wai Po, Director
	Fax
    number	:	(852)
    2110 0616
	Email
    Address	: 	bobotang@prideinvestmentsgroup.com
	 	 	 
	The
        Buyer

         

        Oriental
        Culture Holding LTD
	 

                                                                                                                   

        :
	 

                                                                                                                   

        中國南京市棲霞區紫東國際創意園西區F4幢4樓

	For
    the attention of	:	Ni
    Lijia, Chief Financial Officer
	Email
    Address	:	44737567@qq.com


  


or to such other address, number
or addressee as one Party may by notice advise from time to time to the other Party/Parties, but without prejudice to the effectiveness
of any notice already given in accordance with this Clause 5.


 


		5.2	Any notice given in accordance with Clause 5.1 shall be deemed to be given:



 


		(a)	if delivered personally, when left at the relevant address referred to in Clause 5.1;



 


		(b)	if sent by mail (other than air mail), two (2) Business Days after it was posted;



 


		(c)	if sent by air mail, six (6) Business Days after it was posted;



 


		(d)	if sent by fax, on completion of its transmission; and



 


		(e)	if sent by email, at the time of transmission,



 






    6


     


    

 


provided that if, under the
above provisions, any such notice would otherwise be deemed to be given after 5 pm (local time) on a Business Day, such notice
shall be deemed to be given at 9 am (local time) on the next Business Day.


 


		5.3	In proving the giving of a notice under this Clause 5, it shall be conclusive evidence to prove
that it was left at the appropriate address or the envelope containing it was properly addressed and posted or the fax was sent
in full to the relevant number (as the case may be).



 


		6	Costs



 


		6.1	Except as expressly provided in this Agreement, each Party shall pay its own costs and expenses
incurred in connection with the negotiation, preparation and execution of this Agreement (and any documents referred to in it).



 


		6.2	Notwithstanding Clause 6.1, stamp duty in respect of the transfer of the Sale Shares shall be borne
solely by the Buyer.



 


		7	Other provisions



 


		7.1	All provisions of this Agreement shall so far as they are capable of being performed or observed
continue in full force and effect notwithstanding Completion except in respect of those matters then already performed and Completion
shall not constitute a waiver of any Party’s rights in relation to this Agreement. All rights and remedies conferred on a
Party under this Agreement are cumulative and are additional to, and not exclusive of, any rights or remedies provided by law or
otherwise available at any time to such Party.



 


		7.2	This Agreement, and the documents referred to in it, constitute the entire agreement, and supersede
any previous agreement, between the Parties in relation to the subject matter of this Agreement provided that this Clause 7.2 shall
not operate to exclude or limit any liability arising from fraudulent misrepresentation.



 


		7.3	Any Party may, in its discretion, in whole or in part release, compound or compromise, or waive
its rights or grant time or indulgence in respect of, any liability to it under this Agreement without in any way prejudicing or
affecting the liability of or its rights against any other Party in respect of the same or alike liability.



 


		7.4	Neither the single or partial exercise or temporary or partial waiver by any Party of any right,
nor the failure by any Party to exercise in whole or in part any right or to insist on the strict performance of any provision
of this Agreement, nor the discontinuance, abandonment or adverse determination of any proceedings taken by any Party to enforce
any right or any such provision, shall (except for the period or to the extent covered by any such temporary or partial waiver)
operate as a waiver of, or preclude any exercise or enforcement or (as the case may be) any further or other exercise or enforcement
by the relevant Party of, that or any other right or provision.



 


		7.5	The giving by any Party of any consent to any act which by the terms of this Agreement requires
shall not prejudice the right of the relevant Party to withhold or give consent to the doing of any similar act.



 


		7.6	No purported alteration of this Agreement shall be effective unless it is in writing, refers to
this Agreement and is duly executed by each Party.



 


		7.7	Each provision of this Agreement is severable and distinct from the others. The Parties intend
that every such provision shall be and remain valid and enforceable to the fullest extent permitted by law. If any such provision
is or at any time becomes to any extent invalid, illegal or unenforceable under any enactment or rule of law, it shall to that
extent be deemed not to form part of this Agreement but (except to that extent in the case of that provision) it and all other
provisions of this Agreement shall continue in full force and effect and their validity, legality and enforceability shall not
be thereby affected or impaired.



 






    7


     


    

 


		7.8	None of the Parties shall be entitled to assign the benefit of any rights under this Agreement
without the prior written consent of the other Parties.



 


		7.9	Notwithstanding the Contracts (Rights of Third Parties) Ordinance, Chapter 623 of the Laws of Hong
Kong, and/or any comparable law in any jurisdiction, this Agreement is personal to and is made solely for the benefit of the Parties,
and shall not create or give any rights to or purport to confer any benefits on any third parties whatsoever. The application of
the Contracts (Rights of Third Parties) Ordinance and/or any comparable law in any jurisdiction giving to or conferring on third
parties the right to enforce any term of this Agreement is expressly excluded, and no term of this Agreement is, or is intended
to be, enforceable by any person not being a party to it. The rights of the Parties to terminate, rescind, or agree to any amendment,
waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.



 


		7.10	This Agreement may be executed in any number of counterparts, and each of the executed counterparts,
when duly exchanged or delivered, shall be deemed to be an original, but, taken together, shall constitute one instrument.



 


		7.11	This Agreement shall be binding on and shall ensure for the benefit of the successors in title
of each Party.



 


		7.12	Time shall be of the essence of this Agreement as regards any time, date or period fixed by this
Agreement for the performance of any obligation by any of the Parties whether as originally fixed or as altered in any manner provided
in this Agreement.



 


		8	Applicable law and jurisdiction



 


		8.1	This Agreement is governed by and shall be construed in accordance with the laws of Hong Kong.



 


		8.2	If any Party has any claim against another Party arising out of or in connection with this Agreement,
such claim shall be referred to the courts of Hong Kong, to the jurisdiction of which each of the Parties irrevocably submits.



 


[The remainder of this page is intentionally
left blank.]


 




    8


     


    

 


SCHEDULE 1

The Seller and HKDAEX


 


The Seller


 


	
        

        Company Name
	HKFAEx Group Limited 香港金融資產交易集團有限公司
	Date and place of incorporation	4 October 2006, Hong Kong
	Company number	1078409
	Total issued shares	10,000,000 ordinary shares 
	Shareholder	Name of shareholder	Number of shares held
	Wan Mun Wah	10,000,000
	Directors	
        Wan Mun Wah (尹滿華)

        Tang Wai Po (鄧慧寶)



  


 HKDAEX


 




	
        

        Company Name
	HKDAEx Limited香港數碼資產交易中心有限公司
	Date and place of incorporation	18 April 2018, Hong Kong
	Company number	2682877
	Total issued shares	1,388,888,888 ordinary shares 
	Shareholder	Name of shareholder	Number of shares held
	HKFAEx Group Limited 香港金融資產交易集團有限公司	1,388,888,888 shares 
	Director	Wan Mun Wah (尹滿華)
	Subsidiary	Nil


 




    9


     


    

 


SCHEDULE 2

The Buyer


 





	Company Name	Oriental Culture Holding LTD
	Date and place of incorporation	29 November 2018, the Cayman Islands
	Company number	345544
	Total issued shares	10,000,000 shares of US$0.0001 each
	Shareholders	Name of shareholder	Number of shares held
	
         

        Oriental Culture Investment Development LTD

         

        Oriental Culture Investment Communication
        LTD

         

        Oriental Culture Investment Diffusion LTD

         

        Oriental Culture Investment Technology Development
        LTD

         

        Oriental Culture Investment Design LTD

         

        Oriental Culture Investment Information Technology
        LTD

         

        Oriental Culture Investment Technology LTD

         

        Oriental Culture Investment Management LTD

         

        Oriental Culture Investment Creativity LTD

         

        Oriental Culture Investment Brand Planning
        LTD

         

        Oriental Culture Investment Training LTD

         

        Oriental Culture Investment Consulting LTD

         

        Oriental Culture Investment Arts LTD

         

        HKFAEx Group Limited (香港金融資產交易集團有限公司)
	
         

        2,000,000

         

        2,000,000

         

        700,000

         

        500,000

         

        500,000

         

        500,000

         

        500,000

         

        500,000

         

        500,000

         

        300,000

         

        500,000

         

        500,000

         

        300,000

         

        700,000

	Directors	
        WAN MUN WAH

        SHAO YI





  




    10


     


    

 


SCHEDULE 3

Conditions


 


		1.	The Seller’s Warranties remaining true, accurate and not misleading in all material respects
from the date of this Agreement up to and inclusive of the Completion Date and the Seller having performed or complied, in all
respects, with all covenants and agreements contained herein and required to be performed or complied with by Seller at or prior
to the Completion Date.



 


		2.	HKDAEX remaining solvent and a going concern authorised to conduct its business in same manner
as the same is being conducted at the date of this Agreement.



 


		3.	No legal or disciplinary proceedings being instituted or threatened against HKDAEX or any of its
directors or officers by any regulatory authority prior to Completion.



 


		4.	No statues, regulations or decisions which would prohibit, restrict or materially delay the consummation
of the transaction contemplated hereunder having been proposed, enacted or taken by any government or official authority.



 




    11


     


    

 


SCHEDULE 4

Seller’s Warranties





 


		1	Sale Shares and shareholding structure



 


		(a)	The Sale Shares constitute 100% of the entire issued share capital of HKDAEX and are fully-paid
and wholly, legally and beneficially owned by the Seller.



 


		(b)	In respect of the Seller, there is no Encumbrance on, over or affecting the Sale Shares, and no
person has made any claim to be entitled to any right over or affecting the Sale Shares.



 


		(c)	The information set out in Schedule 1 is complete and accurate.



 


		(d)	Except in pursuance of this Agreement, no person has the right (whether exercisable now or in the
future and whether contingent or not) to call for the issue or transfer of any share or loan capital or securities of HKDAEX under
any option or other agreement or otherwise.



 


		(e)	Each of HKDAEX and the Seller is the Hong Kong private limited company and validly existing under
the laws of Hong Kong.



 


		2	Powers and obligations of the Seller (the “Warrantor”)



 


		(a)	The Warrantor has the rights, power and authority and has taken all action necessary to execute
and deliver and to exercise its rights and perform its obligations under this Agreement and each document to be executed at or
before Completion.



 


		(b)	This Agreement constitutes and the other documents to be executed by the Warrantor and delivered
at Completion will, when executed, constitute legal, valid and binding obligations of the Warrantor enforceable in accordance with
the terms.



 


		(c)	The Seller is the sole legal and beneficial owner of all of the Sale Shares and is entitled to
sell and transfer the full legal and beneficial ownership in the Sale Shares held by the Seller to OCHL on the terms set out in
this Agreement, free from all Encumbrances and without the consent of any other person.



 


		(d)	No consent, authorisation, licence or approval of or notice to any governmental, administrative,
judicial or regulatory body, authority or organisation is required to authorise the execution or delivery, or regarding the validity,
enforceability or admissibility in evidence, of this Agreement or the performance by the Warrantor of its obligations under this
Agreement nor will it be required as a consequence of this Agreement.



 


		3	Compliance with legal requirements



 


		(a)	HKDAEX has obtained and holds all licences, consents, permits, authorities and other approvals
and made all filings required for or in connection with the carrying on their business in the places and in the manner in which
they are carried on at the date of this Agreement (“Consents”).



 


		(b)	Each of the Consents is in full force and effect, valid and subsisting, is not limited in duration
or subject to any unusual or onerous conditions and has been complied with in all material respects, and HKDAEX is not in breach
of the terms or conditions of the Consents.



 


		(c)	There is no circumstance which indicate that or no reason for any of the Consents be revoked, suspended
or cancelled (in whole or in part), or may not be renewed on the same terms.



 






    12


     


    

 


		(d)	All registers and minute books required by law to be kept by HKDAEX have been properly written
up and contain an accurate and complete record of the matters which should be recorded in them, and HKDAEX has not received any
application or request for rectification of its statutory registers or any notice or allegation that any of them is incorrect.



 


		(e)	HKDAEX is conducting and has at all times conducted its business and corporate affairs in all material
respects in accordance with all applicable laws and regulations including the Companies Ordinance, Companies (Winding Up and Miscellaneous
Provisions) Ordinance and their respective subsidiary legislation.



 


		(f)	HKDAEX has not been notified that any investigation or enquiry in respect of its affairs is being
or has been conducted by any governmental or other body and there are no circumstances likely to give rise to any such investigation
or enquiry.



 


		4	HKDAEX’s Management Accounts



 


		(a)	HKDAEX has no liability (whether actual, contingent, unquantified or disputed) or outstanding capital
commitment which is not adequately disclosed or provided for in HKDAEX’s Management Accounts.



 


		(b)	HKDAEX has no outstanding liability for Taxation of any kind which has not been provided for in
the HKDAEX’s Management Accounts.



 


		(c)	Save as disclosed in HKDAEX’s Management Accounts, HKDAEX owns free from all Encumbrances
all its undertaking and assets shown or comprised in HKDAEX’s Management Accounts and all such assets are in its possession
or under its control.



 


		(d)	Since HKDAEX’s Management Accounts Date:



 


		(i)	there has been no materially adverse change in the financial or trading position of HKDAEX, and
no event, fact or matter has occurred or is likely to occur which will or is likely to give rise to any such change;



 


		(ii)	the business of HKDAEX have been carried on in the ordinary course and in the same manner (including
nature and scale) as immediately before HKDAEX’s Management Accounts Date;



 


		(iii)	HKDAEX has not declared, made or paid any dividend and no management charge or other fee has been
paid by HKDAEX to the shareholders of HKDAEX save as disclosed in HKDAEX’s Management Accounts;



 


		(iv)	no resolution of HKDAEX in general meeting have been passed other than resolutions relating to
the routine business of annual general meetings; and



 


		(v)	no change in the accounting reference period of HKDAEX has been made.



 


		(e)	HKDAEX’s Management Accounts were prepared in accordance with (i) applicable law, (ii) accounting
principles, standards and practices generally accepted in Hong Kong at the time they were prepared and commonly adopted by companies
carrying on businesses similar in all material respects to that carried on by HKDAEX in preparing management accounts and (iii)
the notes, if any, set out therein.



 


		(f)	HKDAEX’s Management Accounts are true, correctly make or include proper provision for any
bad and doubtful debts and all established liabilities, make proper provision for (or contain a note in accordance with good accounting
practice respecting) all deferred or disputed liabilities (whether liquidated or unliquidated) and all capital commitments of HKDAEX
as at HKDAEX’s Management Accounts Date and the reserves and provisions (if any) made therein for all Taxation relating to
any period on or before HKDAEX’s Management Accounts Date are proper and adequate.



 






    13


     


    

 


		(g)	HKDAEX’s Management Accounts correctly include all the assets of HKDAEX as at HKDAEX’s
Management Accounts Date and the rate of depreciation adopted therein is sufficient for the fixed assets of HKDAEX to be written
down to nil by the end of its useful life.



 


		(h)	HKDAEX’s Management Accounts were properly written up and accurately present and reflect
in accordance with the accounting standards, all the transactions entered into by HKDAEX or to which HKDAEX was a party as at and
for the relevant period ended on HKDAEX’s Management Accounts Date and there are as at the date hereof no material inaccuracies
or discrepancies of any kind contained or reflected in HKDAEX’s Management Accounts.



 


		(i)	HKDAEX’s Management Accounts fairly reflect the state of affairs and financial and trading
positions of HKDAEX and of its fixed and current assets, contingent liabilities and debtors and creditors, in each case as at HKDAEX’s
Management Accounts Date and HKDAEX’s results for the financial period ended on that date and no event has occurred that
has resulted in the results of HKDAEX in respect of the period covered by HKDAEX’s Management Accounts being abnormally high
or low.



 


		(j)	HKDAEX’s Management Accounts are not adversely affected by any unusual, exceptional, extraordinary
or non-recurring items which are not disclosed in HKDAEX’s Management Accounts.



 


		(k)	HKDAEX’s Management Accounts contain proper provision for the diminution in value of HKDAEX’s
properties.



 


		5	Financial and other matters



 


		(a)	Full details of all bank accounts maintained or used by HKDAEX (including, in each case, the name
and address of the bank with whom the account is kept and the number and nature of the account) and of all direct debit or standing
order or similar authorities applicable to any of the accounts have been disclosed to the Buyer and disclosed in the Schedule 5.
Full details of all overdraft, loan and other financial facilities available to HKDAEX and the amounts outstanding under them have
been disclosed to the Buyer and neither the shareholders of HKDAEX nor HKDAEX has done anything whereby the continuance of any
of those facilities might be affected or prejudiced.



 


		(b)	The total amount borrowed by HKDAEX from its bankers does not exceed its financial facilities and
the total amount borrowed from whatsoever source does not exceed any limitation on its borrowing contained in the articles of association
or other constitutional documents of HKDAEX.



 


		(c)	HKDAEX does not have any outstanding loan capital or incur or agree to incur any borrowing which
it has not repaid or satisfied when due, or has lent or agreed to lend any money which has not been repaid to it or owns the benefit
of any debt present or future or is a party to or has any obligation under any loan agreement, debenture, acceptance credit facility,
bill of exchange, promissory note, finance lease, debt or inventory financing, discounting or factoring arrangement or sale and
lease back arrangement or any other arrangement the purpose of which is to raise money or provide finance or credit.



 


		(d)	No event which is or, with the passing of any time or the giving of any notice, certificate, declaration
or demand, would become an event of default under or any breach of any of the terms of any loan capital, borrowing, debenture or
financial facility of HKDAEX or would entitle any third party to call for repayment prior to normal maturity has occurred or been
alleged.



 


		(e)	HKDAEX does not hold any security (including any guarantee) which is not valid and enforceable
against the grantor thereof in accordance with its terms.



 






    14


     


    

 


		(f)	HKDAEX is not the party to, nor has it any liability (including without limitation any prospective
or contingent liability) under, any guarantee, whether given to support the obligations of the Seller or otherwise.



 


		(g)	The existing cash in hand and bank and other facilities (if applicable) provide HKDAEX with sufficient
working capital for its requirements (that is to say, to enable it to continue to carry on its business in its present form and
at its present level of turnover) and for the purpose of performing in accordance with their terms all orders, projects and contractual
obligations which have been placed with or undertaken by it.



 


		(h)	No indebtedness (actual or contingent) and no contract or arrangement are outstanding between HKDAEX
and the Seller or any person connected with the Seller.



 


		6	Ownership and condition of assets



 


		(a)	All assets used by HKDAEX in its business are owned by it free from any Encumbrances and are in
a good condition and state of repair.



 


		(b)	HKDAEX owns or has and will following Completion have the rights to use all assets and rights that
it needs to carry on its business as carried on immediately before Completion.



 


		7	Contracts



 


		(a)	HKDAEX is not under any obligation, nor is it a party to any contract, which cannot readily be
fulfilled or performed by it on time and without undue or unusual expenditure of money or effort.



 


		(b)	HKDAEX is not a party to or has any liability (present or future) under any guarantee or any leasing,
hiring, hire purchase, credit sale or conditional sale agreement or has entered into any contract or commitment involving, or likely
to involve, obligations or expenditure of an unusual or exceptional nature or magnitude.



 


		(c)	HKDAEX is not a party to any contract or arrangement which restricts its freedom to carry on its
businesses in any part of the world in such manner as it may think fit, or to any agency, distributorship or management agreement.



 


		(d)	Neither HKDAEX nor the Seller is aware of any material breach of, or any invalidity, or grounds
for determination, rescission, avoidance or repudiation of, any contract to which HKDAEX is a party or of any allegation of such
a thing.



 


		(e)	HKDAEX has not entered into any material contract and HKDAEX is not a party to any contract, obligation
or arrangement which has been entered outside the ordinary course of business of HKDAEX and which may have a material impact on
the financial and trading position of HKDAEX as a whole.



 


		(f)	HKDAEX is not a party to an obligation or contract which gives any party an option to acquire or
dispose of any asset of HKDAEX or requires another person to do so and there is no offer, bid, tender or proposal outstanding by
HKDAEX which by the acceptance or other act of some other person would give rise to any such transaction.



 


		(g)	Neither the Warrantor nor any person connected with the Warrantor (when applicable) or HKDAEX has
any interest, direct or indirect, in any business which competes or is likely to compete with any business now carried on by HKDAEX,
or intends to acquire any such interest.



 


		8	Properties and other interests in land



 


		(a)	HKDAEX does not own, operate, manage, lease or have any other right of interest in any property
of any kind save for those described in the Schedule 5.



 






    15


     


    

 


		(b)	With respect to the rights and interests in property and other assets (including but not limited
to land and buildings) owned by HKDAEX:



 


		(i)	HKDAEX has good and marketable title, or has the right by law to good and marketable title, to
such property and other assets or any rights or interests thereto;



 


		(ii)	there are no mortgages, charges, liens, claims, Encumbrances or other security interests or third
party rights or interests, conditions, planning consents, orders, regulations or other restrictions affecting any of such property
and other assets which could have a material adverse effect on the value of such property and other assets or materially adversely
limit, restrict or otherwise affect the abilities of HKDAEX to utilise, develop or redevelop any such property or other assets;



 


		(iii)	HKDAEX is entitled as legal and beneficial owner of such properties and other assets to all rights
and benefits as landlord, licensor and/or lessee (as the case may be) under the leases, tenancies or licences to which it is a
party as landlord, licensor and/or lessee (as the case may be) in respect of such properties and other assets, and such leases,
tenancies and licences are and will be in full force and effect;



 


		(iv)	none of the properties or other assets has been used by HKDAEX for any unlawful purposes and HKDAEX
has not violated any relevant land or construction regulations;



 


		(v)	all requisite consents necessary for the use of any property by HKDAEX as it is presently being
used by such member have been duly obtained and are in full force and effect; and



 


		(vi)	all requisite licences, certificates and authorities necessary for the existing use of any property
by HKDAEX have been duly obtained and are in full force and effect.



 


		(c)	Save for those described in the Schedule 5, where any property and other assets are held under
lease, tenancy or licence by HKDAEX:



 


		(i)	each lease, tenancy or licence is legal, valid, subsisting and enforceable by HKDAEX;



 


		(ii)	no default (or event which with notice or lapse of time, or both, would constitute a default) by
HKDAEX has occurred and is continuing under any of such leases, tenancies or licences; and



 


		(iii)	HKDAEX has no notice of any claim of any nature that has been asserted by anyone adverse to the
rights of HKDAEX under such leases, tenancies or licences or affecting the rights of HKDAEX to the continued possession of such
leased or licensed property or other assets.



 


		(d)	The right to use the land and buildings by HKDAEX is not subject to any unusual or onerous terms
or conditions.



 


		(e)	HKDAEX has good, legal and marketable title to all stock used in its businesses free from any Encumbrances
save those arising in the ordinary course of businesses.



 






    16


     


    

 


		(f)	Save as disclosed in HKDAEX’s Management Accounts, the assets included in HKDAEX’s
Management Accounts or, as the case may be, acquired since HKDAEX’s Management Accounts Date and all assets used or owned
by or in the possession of HKDAEX:



 


		(i)	are legally and beneficially owned by HKDAEX free from any Encumbrance, any hire-purchase agreement
or agreement for payment on deferred terms or bills of sale or lien, charge or other Encumbrance;



 


		(ii)	are in the possession or under the control of HKDAEX;



 


		(iii)	where purchased on terms that title to such asset or property does not pass until full payment
has been made, have been paid for in full by HKDAEX;



 


		(iv)	are not subject to any hire purchase, leasing arrangements or other arrangements of a similar nature;
and



 


		(v)	comprise all the assets, properties and rights which HKDAEX owns or which it uses or requires for
the purpose of carrying on its business.



 


		(g)	HKDAEX has done everything (whether by way of giving notice, registration, filing or otherwise)
required or permitted to be done by it for the protection of its title to, or for the enforcement or the preservation of any order
of priority of its title to, any property or rights (including the benefit of any debt, mortgage or charge) owned by it.



 


		(h)	All records or other documents recording or evidencing any contract, licence, consent or other
right of HKDAEX or required for the exercise of any such right are in the possession or under the exclusive control of HKDAEX.



 


		(i)	HKDAEX has not created, or granted, or agreed to create or grant, any security interest or other
Encumbrance in respect of any of the assets included in HKDAEX’s Management Accounts, or acquired or agreed to be acquired
since HKDAEX’s Management Accounts Date.



 


		(j)	None of the property, assets or undertakings of HKDAEX are subject to, and HKDAEX has not agreed
to grant in respect of the same, any Encumbrance.



 


		(k)	The stock in trade of HKDAEX is in good marketable condition and is capable of being sold by them
in the normal and ordinary course of business in accordance with its current price list, without debate or allowance to a purchaser.



 


		(l)	The plants, machineries, vehicles and other equipment used in connection with the businesses of
HKDAEX:



 


		(i)	are subject to normal wear and tear in a good and safe state of repair and satisfactory working
order and have been properly serviced and maintained; and



 


		(ii)	are not to any extent dangerous, inefficient, out-of-date, unsuitable, in need of renewal or replacement,
or surplus to requirements.



 


		(m)	Maintenance contracts are in full force and effect in respect of all major assets of HKDAEX in
connection with its business which is normal or prudent to have maintained by independent or specialist contractors, and in respect
of all assets which HKDAEX is obliged to maintain or repair under any leasing or similar agreement; and all those assets have been
regularly maintained to a good technical standard, and in accordance with safety regulations usually observed in relation to assets
of that description, and in accordance with the terms and conditions of any applicable leasing or similar agreement.



 








    17


     


    

  


		9	Environmental
                                         matters



 


		(a)	In
                                         this paragraph 10,



 


Environment
includes all or any of the following media: air (including air within buildings or other structures and whether below or above
ground), land (including buildings and any other structures in, on or under it and any soil and anything below the surface of
the land), land covered with water, and water (including sea, ground and surface water and water within drains) and any living
organism supported by such media.


 


Environmental
Claim means any claim, prosecution, demand, action, official warning, abatement or other order or notice (conditional or otherwise),
relating to Environmental Matters or requiring compliance with the terms of any Environmental Licence or Environmental Law.


 


Environmental
Law includes all or any statute or common law, rule, regulation, treaty, directive, direction, decision of the court, bye-law,
code of practice, circular, guidance note, order, notice or demand of any government, statutory or regulatory authority or agency
in any jurisdiction applicable to HKDAEX and/or the business carried on by HKDAEX in force at the date of this Agreement and concerning:


 


		(i)	the
                                         generation, deposit, disposal, keeping, treatment, emission, release, discharge, transportation,
                                         transmission, handling or manufacture of any Relevant Substance; or



 


		(ii)	nuisance,
                                         noise, defective premises or human health and safety; or



 


		(iii)	the
                                         pollution, conservation or protection of the Environment and the health or wellbeing
                                         of any living organisms supported by the Environment.



 


Environmental
Licence means any permit, licence, authorisation, consent or other approval required at any time by HKDAEX or in relation
to the business carried on by HKDAEX pursuant to any Environmental Law.


 


Environmental
Matters includes any of the following: (1) any generation, deposit, disposal, keeping, treatment, transportation, transmission,
handling or manufacture of any Relevant Substance; (2) nuisance, noise, defective premises, health and safety at work or elsewhere;
and (3) the pollution, conservation or protection of the Environment whether relating to man or any living organisms supported
by the Environment or to natural resources or any other matter whatsoever affecting the Environment or any part of it; and


 


Relevant
Substance means any substance whatsoever (whether in a solid or liquid form or in the form of a gas or vapour and whether
alone or in combination with any other substance), radioactive emissions or waste which is capable of causing harm to man or any
other living organism supported by the Environment or damaging the Environment or public health or welfare.


 


		(b)	HKDAEX:



 


		(i)	is
                                         not involved with and has at all times not been involved with any material non-compliance
                                         with all Environmental Laws and Environmental Licences;



 


		(ii)	has
                                         obtained and maintained in full force and effect all Environmental Licences, and there
                                         are no conditions, facts or circumstances entitling any such Environmental Licence to
                                         be revoked, suspended, amended, varied, withdrawn or not renewed or which would prevent
                                         compliance with any Environmental Licence; and



 


		(iii)	is
                                         not and is not likely to be required by any Environmental Licence or any Environmental
                                         Law or as the result of any Environmental Claim to incur any expenditure which is material
                                         in the context of the business of HKDAEX or to desist from taking any action which might
                                         have a material adverse effect on HKDAEX’s financial condition.



  



    18


     


    

 


		(c)	No
                                         material Environmental Claim is pending or has been made or threatened against HKDAEX
                                         or any of their past or present directors, secretary or senior employees in their capacity
                                         as such or any occupier of any property owned or leased by HKDAEX and there is no reason
                                         to believe that HKDAEX or any of its officers have or is likely to have any liability
                                         in relation to Environmental Matters.



 


		10	Employees
                                         and retirement schemes



 


		(a)	All
                                         the material terms and conditions of the employment of HKDAEX’s employee(s) (including
                                         remuneration payable, notice period, details of continuous employment and other principal
                                         benefits provided) and all such information have been disclosed to the Buyer and disclosed
                                         in Schedule 5 and is correct in all material respects.



 


		(b)	There
                                         is no existing, pending or threatened dispute regarding relations between (i) HKDAEX
                                         and (ii) any of its employees or any trade union or other organisation formed for a similar
                                         purpose and there are no circumstances (including signing of this Agreement or Completion)
                                         which are likely to give rise to any such dispute.



 


		(c)	There
                                         is no outstanding obligation or ex gratia arrangement for HKDAEX to pay any compensation
                                         or other payment to any present or former director, officer, employee or consultant.



 


		(d)	Any
                                         contract of employment with any director or employee to which HKDAEX is a party can be
                                         terminated by the employing company without damages or compensation (other than that
                                         payable by statute) by giving at any time only the minimum period of notice applicable
                                         to that contract.



 


		(e)	No
                                         employee of HKDAEX have given notice terminating his contract of employment or is under
                                         notice of dismissal and no amount due to or in respect of such employee or former employee
                                         of HKDAEX is in arrear and unpaid other than his salary for the month current at the
                                         date of this Agreement.



 


		(f)	Since
                                         HKDAEX’s Management Accounts Date, no material change has been made in the emoluments
                                         or other terms of engagement of any employee of HKDAEX and no such material change, and
                                         no negotiation or request for such a change, is due or expected from the date of this
                                         Agreement.



 


		(g)	Save
                                         as required by law, HKDAEX is not paying, nor is it under any liability (actual or contingent)
                                         to pay or secure any pension or other benefit on retirement, death or disability or on
                                         the attainment of a specified age or on the completion of a specified number of years
                                         of service.



 


		(h)	HKDAEX
                                         does not have any outstanding undischarged liability to pay to any governmental or regulatory
                                         authority in any jurisdiction any contribution, Taxation or other impost arising in connection
                                         with the employment or engagement of personnel by HKDAEX.



 


		(i)	HKDAEX
                                         has at all relevant times complied with all its obligations under statute and otherwise
                                         concerning the health and safety at work of its employees, and there are no claims capable
                                         of arising or threatened or pending by any employee or third party in respect of any
                                         accident or injury which have not been settled and which are not fully covered by insurance.



 


		(j)	There
                                         are no amounts owing to any present or former directors of HKDAEX other than directors’
                                         fees or remuneration accrued, due or for reimbursement of business expenses.



 


		(k)	No
                                         employee or consultant or former employee or consultant has made any claims whatsoever
                                         against HKDAEX.



  



    19


     


    

 


		11	Insurance



 


		(a)	Full
                                         and correct particulars of all insurance policies maintained by HKDAEX or the Seller
                                         for HKDAEX and currently in force have been provided to the Buyer and disclosed in Schedule
                                         5.



 


		(b)	HKDAEX
                                         or the Seller has effected all insurances (including social insurance) required by law
                                         (including Employee’s Compensation Ordinance (Chapter 282 of the Laws of Hong Kong))
                                         to be effected by it or which would be prudent to be effected, having regard to the businesses
                                         of HKDAEX.



 


		(c)	All
                                         premiums due on the policies in respect of such insurance cover (the “Policies”)
                                         have been paid and all the other conditions of the Policies have been performed and observed.



 


		(d)	None
                                         of the Policies has or may become void or voidable as a result of an act or omission
                                         of HKDAEX, and HKDAEX has the full benefit of the cover offered by each of the Policies.



 


		(e)	The
                                         Policies will continue in full force and effect notwithstanding Completion.



 


		12	Intellectual
                                         property



 


		(a)	All
                                         material Intellectual Property Rights and Information Technology used by HKDAEX (either
                                         owned by or licensed to HKDAEX) have been provided to the Buyer and disclosed in the
                                         Schedule 5.



 


		(b)	HKDAEX
                                         owns or has the rights to use free of all Encumbrances, all Intellectual Property Rights
                                         used by it in its business.



 


		(c)	The
                                         use by HKDAEX of its Intellectual Property Rights does not infringe the rights of any
                                         third party and HKDAEX’s Intellectual Property Rights are in full force and effect.



 


		(d)	No
                                         third party is infringing, or has infringed, HKDAEX’s Intellectual Property Rights.



 


		(e)	HKDAEX
                                         owns or has the right to use, free of all Encumbrances, all Information Technology used
                                         by it or necessary to it in its business.



 


		(f)	HKDAEX
                                         has not granted nor is it obliged to grant any licence, sub-licence or assignment in
                                         respect of any Intellectual Property Rights owned or otherwise required for the business
                                         of HKDAEX or has disclosed or is obliged to disclose any Confidential Business Information
                                         required for the business of HKDAEX to any person, other than its employees for the purpose
                                         of carrying on its business.



 


		(g)	HKDAEX
                                         is not in breach of any licence, sub-licence or assignment granted to or by it in respect
                                         of any Intellectual Property Rights owned or otherwise required for the business of HKDAEX
                                         or of any agreement under which any Business Information was or is to be made available
                                         to it.



 


		(h)	The
                                         processes and methods employed, the services provided, the businesses conducted by HKDAEX
                                         did not, and/or at the time of being employed, provided, conducted, manufactured, used
                                         or dealt in did not, infringe the Intellectual Property Rights or Business Information
                                         of any person.



 


		13	Non-arm’s
                                         length transactions and connected transactions



 


		(a)	HKDAEX
                                         is not a party to any:



 


		(i)	transaction
                                         or arrangement under which it may be required to pay for any asset or any services or
                                         facilities of any kind an amount which is in excess of the market value of that asset
                                         or services or facilities or will receive any payment for an asset or any services or
                                         facilities of any kind that it has supplied or provided or is liable to supply or provide
                                         which is less than the market value of that asset or services; and



 


		(ii)	connected
                                         transaction.



  



    20


     


    

 


		14	Litigation



 


HKDAEX,
any director(s) of HKDAEX and any person for whose acts HKDAEX may be vicariously liable:


 


		(a)	are
                                         not engaged in any litigation or arbitration, administrative or criminal proceedings,
                                         whether as plaintiff, defendant or otherwise, and no litigation or arbitration, administrative
                                         or criminal proceedings by or against HKDAEX is pending, threatened or expected and,
                                         so far as the Seller is aware, there is no fact or circumstance likely to give rise to
                                         any such litigation or arbitration, administrative or criminal proceedings or to any
                                         proceedings against any director or employee (past or present) of HKDAEX in respect of
                                         any act or default for which HKDAEX might be vicariously liable.



 


		(b)	have
                                         provided any service which does not in any material respect comply with all applicable
                                         laws, regulations or standards or which is defective or dangerous or not in accordance
                                         with any representation or warranty, express or implied, given in respect of it.



 


		15	Solvency



 


		(a)	No
                                         order has been made and no resolution has been passed for the winding up of HKDAEX or
                                         for a provisional liquidator to be appointed in respect of it and no petition has been
                                         presented and no meeting has been convened for the purpose of winding up HKDAEX.



 


		(b)	No
                                         receiver has been appointed in respect of HKDAEX or in respect of all or any part of
                                         its assets.



 


		(c)	HKDAEX
                                         is not insolvent or unable to pay its debts (within the meaning of section 178 of the
                                         Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of
                                         Hong Kong)) and neither has it stopped paying its debts as they fall due.



 


		(d)	No
                                         composition in satisfaction of the debts of HKDAEX or scheme of arrangement of its affairs
                                         or compromise or arrangement between it and its creditors or members or any class of
                                         its creditors or members has been proposed, sanctioned or approved, and no step is or
                                         has been taken to do any of those things.



 


		(e)	No
                                         event analogous to any of the foregoing has occurred in respect of HKDAEX whether in
                                         or outside of Hong Kong.



 


		(f)	No
                                         circumstances have arisen which are likely to result in a transaction to which HKDAEX
                                         is the party being set aside.



 


		16	Information
                                         supplied



 


All
information disclosed to the Buyer which has been given by the Seller, HKDAEX or any of the directors, officials or professional
or financial advisers of the Seller or HKDAEX to any of the directors, officials or professional advisers of the Buyer in the
course of the negotiations leading to this Agreement are true, complete and accurate and are not misleading because of any omission
or ambiguity or for any other reason.


 


		17	Tax



 


		(a)	All
                                         liabilities of HKDAEX for Taxation (whether actual, deferred, contingent or disputed)
                                         in respect of any period ending on or before HKDAEX’s Management Accounts Date
                                         and the period from HKDAEX’s Management Accounts Date (and whether incurred as
                                         principal, agent or trustee) have been paid. All other warranties relating to Tax matters
                                         set out in this Schedule 4 are made without prejudice to the generality of this paragraph.



  



    21


     


    

 


		(b)	HKDAEX
                                         has no material dispute regarding any returns, notices or any information supplied or
                                         caused to be supplied regarding Tax which it is required to make or supply to any governmental
                                         or revenue authority with taxing power over it or its assets (whether or not in Hong
                                         Kong or elsewhere) (the “Taxation Authority”).



 


		(c)	In
                                         all material respects, all such information was when made complete and accurate and all
                                         such returns and notices were when made complete and accurate.



 


		(d)	There
                                         is no material dispute or disagreement with any Taxation Authority and nor is any contemplated,
                                         regarding:



 


		(i)	liability
                                         or potential liability to any Tax (including in each case penalties and interest) recoverable
                                         from HKDAEX ; or



 


		(ii)	the
                                         availability to HKDAEX of any relief from Tax.



 


		(e)	HKDAEX
                                         is not and has not been the subject of any investigation by any Taxation Authority in
                                         any material respect and there are no facts which are likely to cause such an investigation
                                         to be instituted.



 


		(f)	HKDAEX
                                         has complied with all applicable ordinances, statutes, regulations and other legislation
                                         relating to Taxation in Hong Kong and any other jurisdiction in which they operate and
                                         have kept and retained all records and documents appropriate or required for the purposes
                                         of any such legislation.



 


		(g)	HKDAEX
                                         has paid all sums which it is or had become liable to pay under any applicable legislation
                                         whether in Hong Kong or in any other jurisdiction relevant to the activities of HKDAEX
                                         and does not have any outstanding undischarged liability (whether actual, deferred, contingent
                                         or disputed) for any Taxation.



 


		(h)	HKDAEX
                                         has duly submitted to the relevant Taxation Authorities all claims, disclaimers and applications
                                         for relief or otherwise which have been assumed to have been made for the purposes of
                                         the accounts of HKDAEX.



 


		(i)	The
                                         amount of tax chargeable to HKDAEX during any accounting period ending on or before HKDAEX’s
                                         Management Accounts Date have not depended on any concession, agreement or other formal
                                         or informal arrangement with any Taxation Authority.



 


		(j)	HKDAEX
                                         has not received any notice from any Taxation Authority which required or will or may
                                         require HKDAEX to withhold Tax from any payment made since HKDAEX’s Management
                                         Accounts Date or which will or may be made after the date of this Agreement.



 


		(k)	HKDAEX
                                         is not required by any Taxation Authority to withhold or pay any taxes required to be
                                         withheld and paid in connection with amounts paid or owing to any employee, independent
                                         contractor, creditor, shareholders or holders of other securities, or other third party.



   



    22


     


    

 


SCHEDULE
5

Disclosure Schedule


  


Specific
disclosure (with reference to the specific paragraph of the Seller’s Warranties set out in Schedule 4 of this Agreement)


  


	Paragraph(s)
    in Schedule 4 of this Agreement	Disclosure
	5(a)	Other
        than the following list of bank accounts maintained by HKDAEX in Bank of Communications (Hong Kong) Limited, HKDAEX has
        no other bank account:

          

        (i)       S/A#382561101156501
        (HK Dollar Account)

         

        (ii)       S/A#382561101156501
        (US Dollar Account)

         

        (iii)      C/A#382561101156502
        (HK Dollar Account)

         

        (iv)      C/A#382561101156504
        (RMB Account)

         

        (v)       C/A#382561101156505
        (US Dollar Account)

         

        (vi)      Time
Deposit Account #382561101156503 

         

	8(a)
    and (c)	According
        to the Administration Services Agreement dated 1 August 2018 entered into between HKDAEX and HKFAEx Limited, HKFAEx Limited
        shall provide office space and facilities to HKDAEX. However, according to section 4.22 of the Lease (the “Lease”)
        dated 27 June 2018 entered into between HKFAEx Limited (the “Tenant”) as tenant and Hong Kong Cyberport
        Management Company Limited as landlord (the “Landlord”) for the premise of Unit 909, Level 9, Cyberport
        2, 100 Cyberport Road, Cyberport, Hong Kong (the “Premises”), HKFAEx Limited shall not assign or underlet
        the Premises or any part thereof, nor share or part with the possession or occupation of the Premises or any part thereof
        and not use or permit to be used the Premises or any part thereof as registered office of any company whether incorporated
        in or outside Hong Kong except of the Tenant itself.

          

        Neither
HKFAEx Limited nor HKDAEX has obtained consent from the Landlord for HKDAEX’s use of the Premises. Further, HKDAEX has used
the Premises as its registered office without the consent of the Landlord. As such, HKFAEx Limited has breached the terms and
conditions of the Lease and the underlet of the Premises to HKDAEX may not be enforceable.

         

	10(a)	HKDAEX
        employed Tsui Yat Kit as HKDAEX’s Chief Operating Officer. Other than Tsui Yat Kit, HKDAEX has not employed any
        other employee.

          

	11(a)	The
        Seller has maintained the following insurance policy for HKDAEX:

          

        Insurer:
        AXA General Insurance Hong Kong Limited

        Insured:
HKFAEX GROUP LIMITED

        Insurance
Policy Number: SOQ/Z0928006/10/CLA1

        Period
of insurance: from 15 May 2018 to 14 May 2019 (both dated inclusive)

         

	12(a)	Other
    than the domain name of “HKDAEX.HK” which is registered and owed by HKDAEX, HKDAEX has not registered, owned or
    used any other Intellectual Property Rights and Information Technology.


 



    23


     


    

 


SCHEDULE
6

Buyer’s Warranties


  


		1.	The
Consideration Shares constitute 24% of the entire issued share capital of OCHL before the Completion and will constitute 19.35%
of the entire issued share capital of OCHL at the Completion Date.



 


		2.	The
                                         information set out in Schedule 2 is complete and accurate.



 


		3.	The
                                         Buyer is a company incorporated in the Cayman Islands with limited liability and validly
                                         existing under the laws of Cayman Islands.



 


		4.	The
                                         Buyer has the rights, power and authority and has taken all action necessary to execute
                                         and deliver and to exercise its rights and perform its obligations under this Agreement
                                         and each document to be executed at or before Completion.



 


		5.	The
                                         Buyer is entitled to allot and issue the Consideration Shares, free from any Encumbrance,
                                         to the Seller on the terms set out in this Agreement.



 


		6.	The
                                         Buyer is not involved in any legal proceedings or subject to any legal financial or tax
                                         liability dispute and there is no claim threatened or pending against the Buyer or any
                                         of its properties or assets.



 


		7.	The
                                         Buyer has complied with all applicable laws and regulations in the Cayman Islands.



 


		8.	The
                                         Buyer is not insolvent or unable to pay its debts (within the meaning of the insolvency
                                         legislation in the Cayman Islands applicable to the Buyer) and neither has it stopped
                                         paying its debts as they fall due.



 




    24


     


    

 


 


SCHEDULE
7

Deed of Indemnity in respect of HKDAEX


  


Dated
the   day of    2019


   


 


 


 


 


 


 


 


  


(1)
HKFAEx Group Limited 香港金融資產交易集團有限公司


 


 


 


IN
FAVOUR OF


 


 


 


(2)
Oriental Culture Holding LTD


 


 


 


AND


 


 


 


(3)
HKDAEx Limited香港數碼資產交易中心有限公司


 


 


 


 


 


 


 


 


 


 


================================


 


DEED
OF INDEMNITY


 


================================

  



    25


     


    

 


THIS
DEED OF INDEMNITY is made on      2019


  


MADE
BY :-


 


		(1)	HKFAEx
                                         Group Limited香港金融資產交易集團有限公司
                                         (company no.: 1078409), a company incorporated in Hong Kong whose registered office
                                         is at Unit 909, Level 9, Cyberport 2, 100 Cyberport Road, Hong Kong (the “Covenantor”);



 


IN
FAVOUR OF :-


 


		(2)	Oriental
                                         Culture Holding LTD (company no.: 345544), a company incorporated in the Cayman Islands
                                         whose registered office is at Sertus Chambers, Governors Square, Suite # 5-204, 23 Lime
                                         Tree Bay Avenue, P.O. Box 2547, Grand Cayman, KY1-1104, Cayman Islands (the “Buyer”);
                                         and



 


		(3)	HKDAEx
                                         Limited香港數碼資產交易中心有限公司(company
                                         no.: 2682877), a company incorporated in Hong Kong whose registered office is at Unit
                                         909, Level 9, Cyberport 2, 100 Cyberport Road, Hong Kong (the “Company”).



 


WHEREAS
:-


 


Pursuant
to the agreement dated 7th May 2019 between the Covenantor as seller and the Buyer as buyer relating to, inter alia,
the sale and purchase of Sale Shares in the Company in consideration for the allotment and issue of Consideration Shares to the
Covenantor by the Buyer (the “Agreement”), the Covenantor will transfer its legal and beneficial title to the
Sale Shares to the Buyer.


 


Pursuant,
and as a condition, to Completion under the Agreement, the Covenantor has agreed to deliver this Deed to the Buyer on the Completion
Date.


 


NOW
THIS DEED WITNESSES as follows :-


 


		1.	INTERPRETATION



 


		1.1	In
                                         this Deed (including the recitals), unless the context requires otherwise, words and
                                         expressions and other rules of interpretation defined, used or set out in the Agreement
                                         have the same meanings and application in this Deed.



 


		1.2	In
                                         this Deed (including the recitals), the following expressions (unless the context requires
                                         otherwise) shall have the following meanings: -



 


		(a)	“Claim”
                                         means any assessment, notice, demand or other document issued or action taken by or on
                                         behalf of any person, authority or body whatsoever and of whatever country whereby the
                                         Company is liable or is sought to be made liable to make any payment or is deprived or
                                         is sought to be deprived of any relief or allowance or credit or right to repayment of
                                         taxation;



 


		(b)	“event”
                                         includes (without limitation) the death of any person, any action, omission or transaction
                                         whether or not the Company is a party thereto and includes completion of the purchase
                                         of the Sale Shares by the Buyer and references to the result of events on or before the
                                         date hereof shall include the combined result of two or more events one or more of which
                                         shall have taken place before the date hereof;



 


		(c)	“taxation”
                                         means and includes all forms of tax, rate, levy, duty, charge, impost, fee, deduction
                                         or withholding of any nature now or hereafter imposed, levied, collected, withheld or
                                         assessed by any taxing or other authority in any part of the world and includes any interest,
                                         additional tax, penalty or other charge payable or claimed in respect thereof;



 


		(d)	references
                                         to income or profits or gains earned, accrued or received shall include income or profits
                                         or gains deemed to have been or treated as or regarded as earned, accrued or received
                                         for the purposes of any legislation; and



 


		(e)	references
                                         to a Claim shall include any Claim whether made before or after the date hereof and whether
                                         satisfied or unsatisfied at the date hereof and shall also include :-



 


		(i)	the
                                         loss of any relief, allowance or credit granted by or pursuant to any legislation or
                                         otherwise for taxation purposes which could but for the Claim in question have been available
                                         to the Company whether or not the said loss results in any taxation being payable at
                                         the time of such loss; and



 


		(ii)	the
                                         nullifying or cancellation of a right to repayment of taxation which would have been
                                         so available or is at the date hereof assumed by the Covenantor to be available.



 


		1.3	Headings
                                         in this Deed are for convenience and reference only and shall not be construed to have
                                         any binding effect and shall be ignored in construction or interpretation of this Deed.



 


		1.4	Unless
                                         the context otherwise requires, words importing the singular include the plural and vice
                                         versa; words importing person include bodies corporate or unincorporated; words importing
                                         gender shall include every gender and the neuter gender.



 


		1.5	References
                                         to this Deed or the Agreement shall be construed as references to such document as the
                                         same may be amended or supplemented from time to time.



 


		1.6	The
                                         expressions the “Covenantor”, “Buyer” and “Company”
                                         shall, where the context permits, include their respective successors, personal representatives
                                         and permitted assigns.



 


		1.7	The
                                         covenants, terms, agreements, provisions, declarations and/or conditions of the Covenantor
                                         hereunder shall be binding upon the successor(s), personal representative(s) and permitted
                                         assign(s) in title of the Covenantor.



 



    26


     


    

 


		2.	INDEMNITY



 


		2.1	Without
                                         restricting the rights of the Buyer or its ability to claim damages on any basis, subject
                                         as hereinafter provided, the Covenantor covenants with and undertakes to indemnify on
                                         a full indemnity basis the Buyer and to keep it indemnified against any contingent liability
                                         which has been incurred by the Company prior to the Completion and any losses resulting
                                         from or arising in connection with any Claim for any of the Seller’s Warranties
                                         being untrue, inaccurate or misleading in any respect or having been breached in any
                                         respect.



 


		2.2	Without
                                         restricting the rights of the Buyer or its ability to claim damages on any basis, subject
                                         as hereinafter provided, the Covenantor covenants with and undertakes to indemnify on
                                         a full indemnity basis the Buyer and the Company and to keep them indemnified against
                                         any Claim against the Company for any taxation resulting from or by reference to any
                                         income, profits or gains earned, accrued or received on or before the date hereof or
                                         any event on or before the date hereof whether alone or in conjunction with other circumstances
                                         and whether or not such taxation is chargeable against or attributable to any other person,
                                         firm or company.



 


		3.	COSTS
                                         AND EXPENSES



 


The
indemnities given by this Deed shall cover all costs and expenses (on a full indemnity basis) incurred by the Buyer and/or the
Company in connection with any Claim, and any penalties, fines or interest payable by the Buyer and/or the Company relating to
any Claim for which the Covenantor is liable under this Deed.


  



    27


     


    

 


		4.	SET-OFF
                                         AND DEDUCTIONS



 


All
payments to be made by the Covenantor under this Deed shall be made in full without set-off or counterclaim or any restriction
or condition and free and clear of any present or future taxes, duties, charges or other deductions or withholdings of any nature.
If any deduction or withholding is required to be made from any such payment, the Covenantor shall, together with such payment,
pay such additional amount as is necessary to ensure that the recipient receives the full amount due hereunder.


 


		5.	WAIVER
                                         AND SEVERABILITY



 


No
failure or delay by the Buyer or the Company in exercising any right, power or remedy under this Deed shall operate as a waiver
thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof or the exercise of any other
right, power or remedy. If at any time any provision of this Deed is or becomes illegal, invalid or unenforceable in any respect,
the legality, validity and enforceability of the remaining provisions of this Deed shall not be affected or impaired thereby.


 


		6.	NOTICES



 


		6.1	Any
                                         notice or other communication to be given or made under this Deed shall be in writing
                                         and delivered personally or sent by pre-paid post or by facsimile or by email at the
                                         address or fax number or email address of the relevant party set out below (or such other
                                         address or fax number as the addressee has by ten (10) Business Days prior written notice
                                         specified to the other party hereto) :-



  


	The
        Covenantor

         

        HKFAEX
        GROUP LIMITED 香港金融資產交易集團有限公司
	 

         

        :
	 

         

        Unit
        909, Level 9, Cyberport 2, 100 Cyberport Road, Hong Kong

	For
    the attention of	:	Tang
    Wai Po, Director
	Fax
    number	:	(852)
    2110 0616
	Email
    address	:	bobotang@prideinvestmentsgroup.com
	 	 	 
	The
        Buyer

         

        Oriental
        Culture Holding LTD
	 

         

        :
	 

         

        中國南京市棲霞區紫東國際創意園西區F4幢4樓

	For
    the attention of	:	Ni
    Lijia, Chief Financial Officer
	Email
    address	:	44737567@qq.com
	 	 	 
	The
        Company

         

        HKDAEx
        Limited香港數碼資產交易中心有限公司
	 

         

        :
	 

         

        Unit
        909, Level 9, Cyberport 2, 100 Cyberport Road, Hong Kong

	For
    the attention of	:	Tsui
    Yat Kit, Chief Operating Officer
	Fax
    number	:	(852)
    2110 0616
	Email
    address	:	info@hkdaex.hk


  


		6.2	Any
                                         such notice, demand or communication shall be deemed to have been duly served :-



 


		(a)	if
                                         given or made by letter within Hong Kong, two (2) Business Days after posting;



 


		(b)	if
                                         given or made by letter outside Hong Kong, five (5) Business Days after posting;



 


		(c)	if
                                         given or made by facsimile, when despatched with confirmed answer back; and



 


		(d)	if
                                         sent by email, at the time of transmission.



 


		6.3	Nothing
                                         in this Clause 6 shall preclude the service of notice or other communication or the proof
                                         of such service by any mode permitted by law.



 


		7.	GOVERNING
                                         LAW



 


This
Deed shall be governed by and construed in accordance with the laws of Hong Kong and the parties hereto hereby irrevocably submit
to the non-exclusive jurisdiction of the Hong Kong courts.


  



    28


     


    

 


IN
WITNESS WHEREOF this Deed has been executed on the day and year first above written.


    


	
        EXECUTED AS A DEED

        SEALED with the COMMON SEAL of

        HKFAEx Group Limited

        香港金融資產交易集團有限公司

        And SIGNED by

        (Director)

        In the presence of
	
        )

        )

        )

        )

        )

        )

        )
	
         

         

         

         

         

         

         

	 	 	 
	 	 	Director/Authorised Signatory




  



    29


     


    

   


	
        EXECUTED AS A DEED

        SEALED with the COMMON SEAL of

        Oriental Culture Holding LTD

        And SIGNED by

        (Director)

        In the presence of
	
        )

        )

        )

        )

        )

        )
	
         

         

         

         

         

         

         

	 	 	 
	 	 	Director/Authorised Signatory




 



    30


     


    

  


	
        EXECUTED AS A DEED

        SEALED with the COMMON SEAL of

        HKDAEx Limited

        香港數碼資產交易中心有限公司

        And SIGNED by

        (Director)

        In the presence of
	
        )

        )

        )

        )

        )

        )

        )
	
         

         

         

         

         

         

         

	 	 	 
	 	 	Director/Authorised Signatory




 


[The
remainder of this page is intentionally left blank.]


  



    31


     


    

 


IN
WITNESS of which this Agreement has been entered into on the date first above written.


 


The
Seller and Warrantor


   


	
        SIGNED by Wan Mun Wah (尹滿華)

        For and on behalf of HKFAEX GROUP LIMITED 香港金融資產交易集團有限公司

        In the presence of
	
        )

        )

        )

        )
	
         

         

         

         

	 	 	 
	 	 	Director/Authorised Signatory




  



    32


     


    

 


The
Buyer and OCHL


  


	
        SIGNED by

        For and on behalf of Oriental Culture 

        Holding LTD

        In the presence of
	
        )

        )

        )

        )

        )
	
         

         

         

          

	 	 	 
	 	 	Director/Authorised Signatory




 


 


33