Exhibit 10.2


 


	 	Dated
    the 7 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

        China
        international assets and equity of artworks exchange limited 

        (中國國際文化產權交易所有限公司)

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



 






     


     


    

 


Contents


  




	Clause	 	Page
	 	 	 
	1   Definitions and interpretation	 	1
	2   Sale and Purchase of Sale Shares	 	3
	3   Completion	 	3
	4   Representations, warranties and undertakings	 	4
	5   Notices	 	5
	6   Costs	 	6
	7   Other provisions	 	6
	8   Applicable law and jurisdiction	 	7
	SCHEDULE 1 The Seller and CIAEAE	 	8
	SCHEDULE 2 The Buyer	 	9
	SCHEDULE 3 Conditions	 	10
	SCHEDULE 4 Seller’s Warranties	 	11
	SCHEDULE 5 Disclosure Schedule	 	23



 




     


     


    

 


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;


 


CIAEAE
means China International Assets and Equity of Artworks Exchange Limited中國國際文化產權交易所有限公司,
a company incorporated in Hong Kong with limited liability on 22 November 2013, detail of which are set out in Schedule 1;


 


CIAEAE’s
Accounts means audited financial statements of CIAEAE for the year ended 31 December 2018;


 


CIAEAE’s
Accounts Date means 31 December 2018;


 


CIAEAE’s
Management Accounts means the unaudited financial statements of CIAEAE commencing from the beginning of the current financial
year (i.e. 1 January 2019) to the Completion Date prepared in accordance with the same accounting principles used in the preparation
of the CIAEAE’s Accounts;


 


CIAEAE’s
Management Accounts Date means the Completion Date;


 


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;


 


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;


 






    1


     


    

 


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
means the total consideration payable by the Buyer to the Seller for the Sale Shares as set out in Clause 2.2 of this Agreement;


 


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;


 


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;


 


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


 


Sale
Shares means 100 ordinary shares in the share capital of CIAEAE, all of which have been issued and are fully paid, and which
comprise the entire issued share capital of CIAEAE;


 


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;


 


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.


 






    2


     


    

 


		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	Sale
                                         and Purchase of Sale Shares



 


		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 free from all Encumbrances.



 


		2.2	The
                                         Consideration for the Sale Shares shall be in the total aggregate sum of HONG
                                         KONG DOLLAR ONE HUNDRED ONLY (HK$100). The Consideration shall be paid by the Buyer to
                                         the Seller on Completion.



 


		2.3	The
                                         Consideration shall be paid to the Seller by way of a cheque or a cashier’s order(s)
                                         issued by a licensed bank or by telegraph transfer to the bank account notified to the
                                         Buyer by reasonable prior written notice given by the Seller.



 


		3	Completion



 


		3.1	Completion
                                         of this Agreement is subject to and conditional upon the Conditions being satisfied on
                                         or before the Completion 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
                                         purchase of the Sale Shares from the Seller at the Consideration; and



 


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



 






    3


     


    

 


		(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 at the Consideration;



 


		(B)	the
                                         execution of this Agreement; and



 


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



 


CIAEAE


 


		(i)	the
                                         original share certificate(s) in respect of the Sale Shares and all other un-issued shares
                                         certificate(s) of CIAEAE 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)	CIAEAE’s
                                         Management Accounts certified by directors of CIAEAE;



 


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



 


		(A)	the
                                         transfer of Sale Shares contemplated hereunder and registration of OCHL or its nominees
                                         as member of CIAEAE 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)	change
                                         of signatories of CIAEAE’s bank accounts in such manner as the Buyer may direct
                                         or nominate;



 


		(iv)	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 CIAEAE, if any, 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 CIAEAE (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;



 


		(v)	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;



 


		(vi)	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



 


		(vii)	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.



 


		4	Representations,
                                         warranties and undertakings



 


		4.1	The
                                         Seller (the “Warrantor”):



 


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



 






    4


     


    

 


		(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	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.



 


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



 


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



 


		4.5	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 Cyperport 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


 






    5


     


    

 


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,



 


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.



 






    6


     


    

 


		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.



 


		7.8	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.]


 




    7


     


    

 


SCHEDULE
1

The Seller and CIAEAE





 


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)



 


 CIAEAE


 




	Company
Name
	China
    International Assets and Equity of Artworks Exchange Limited中國國際文化產權交易所有限公司
	Date
    and place of incorporation	22
    November 2013, Hong Kong
	Company
    number	2000402
	Total
    issued shares	100
    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	100
	Director(s)	Wan
    Mun Wah (尹滿華)


  




    8


     


    

 


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



 




    9


     


    

 


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.	CIAEAE
                                         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 CIAEAE 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.



 




    10


     


    

 


SCHEDULE
4

Seller’s Warranties


 


		1	Sale
                                         Shares and shareholding structure



 


		(a)	The
                                         Sale Shares constitute 100% of the entire issued share capital of CIAEAE 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 CIAEAE under any option or other agreement or otherwise.



 


		(e)	Each
                                         of CIAEAE 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)	CIAEAE
                                         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 CIAEAE 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.



 






    11


     


    

 


		(d)	All
                                         registers and minute books required by law to be kept by CIAEAE have been properly written
                                         up and contain an accurate and complete record of the matters which should be recorded
                                         in them, and CIAEAE 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)	CIAEAE
                                         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)	CIAEAE
                                         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	CIAEAE’s
                                         Accounts



 


		(a)	CIAEAE’s
                                         Accounts:



 


		(i)	were
                                         prepared on the same basis and in accordance with accounting policies for each of the
                                         periods concerned and in accordance with accounting practices generally accepted in the
                                         place of preparation of such accounts at the time they were audited and commonly adopted
                                         by companies carrying on businesses similar to those carried on by CIAEAE;



 


		(ii)	are
                                         complete and accurate in all material respects and in particular include full provision
                                         for bad and doubtful debts, for all deferred or contingent liabilities and for Taxation
                                         on profits (whether of an income or capital nature) relating to any period ending on
                                         or before the date to which they are respectively made up;



 


		(iii)	show
                                         a true and fair view of the state of affairs of CIAEAE; and



 


		(iv)	except
                                         as expressly disclosed in the CIAEAE’s Accounts, are not affected by any unusual
                                         or non-recurring items.



 


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



 


		(c)	CIAEAE
                                         has no outstanding liability for Taxation of any kind which has not been provided for
                                         in the relevant CIAEAE’s Accounts.



 


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



 


		(e)	The
                                         accounting records of CIAEAE has been properly written up on a consistent basis, accurately
                                         present and reflect in accordance with good accounting practice all the transactions
                                         to which CIAEAE has been a party, and contain complete and accurate details of the business
                                         activities of CIAEAE and of all matters required in accordance with applicable legal
                                         requirements to be entered in them.



 


		(f)	The
                                         management accounts of CIAEAE have been prepared on a prudent basis in accordance with
                                         accounting policies consistent with those used in preparing CIAEAE’s Accounts and
                                         show an accurate view of the assets and liabilities and trading position of CIAEAE.



 


		(g)	Since
                                         CIAEAE’s Accounts Date:



 


		(i)	there
                                         has been no materially adverse change in the financial or trading position of CIAEAE,
                                         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;



 



    12


     


    

 


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



 


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



 


		(iv)	no
                                         resolution of CIAEAE 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 CIAEAE has been made.



 


		5	CIAEAE’s
                                         Management Accounts



 


CIAEAE’s
Management Accounts:


 


		(a)	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 CIAEAE in preparing management accounts and (iii) the notes, if any, set
                                         out therein;



 


		(b)	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 CIAEAE as at CIAEAE’s Management
                                         Accounts Date and the reserves and provisions (if any) made therein for all Taxation
                                         relating to any period on or before CIAEAE’s Management Accounts Date are proper
                                         and adequate;



 


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



 


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



 


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



 


		(f)	are
                                         not adversely affected by any unusual, exceptional, extraordinary or non-recurring items
                                         which are not disclosed in CIAEAE’s Management Accounts; and



 


		(g)	contain
                                         proper provision for the diminution in value of CIAEAE’s properties.



 


		6	Financial
                                         and other matters



 


		(a)	Full
                                         details of all bank accounts maintained or used by CIAEAE (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 CIAEAE
                                         and the amounts outstanding under them have been disclosed to the Buyer and neither the
                                         shareholders of CIAEAE nor CIAEAE has done anything whereby the continuance of any of
                                         those facilities might be affected or prejudiced.



 






    13


     


    

 


		(b)	The
                                         total amount borrowed by CIAEAE 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 CIAEAE.



 


		(c)	CIAEAE
                                         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 CIAEAE or
                                         would entitle any third party to call for repayment prior to normal maturity has occurred
                                         or been alleged.



 


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



 


		(f)	CIAEAE
                                         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 CIAEAE 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
                                         CIAEAE and the Seller or any person connected with the Seller.



 


		7	Ownership
                                         and condition of assets



 


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



 


		(b)	CIAEAE
                                         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.



 


		8	Contracts



 


		(a)	CIAEAE
                                         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)	CIAEAE
                                         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.



 






    14


     


    

 


		(c)	CIAEAE
                                         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
                                         CIAEAE 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 CIAEAE
                                         is a party or of any allegation of such a thing.



 


		(e)	Other
                                         than the material contracts to be disclosed in the Schedule 5 (the “Material
                                         Contracts”), CIAEAE is not a party to any contract, obligation or arrangement
                                         which has been entered outside the ordinary course of business of CIAEAE and which may
                                         have a material impact on the financial and trading position of CIAEAE as a whole.



 


		(f)	With
                                         regard to each of the Material Contracts:



 


		(i)	each
                                         such Material Contract is legally binding on the parties to it and is in full force and
                                         effect;



 


		(ii)	CIAEAE
                                         has complied with and is in compliance with its obligations under such Material Contract;



 


		(iii)	there
                                         are no circumstances which constitute a ground on which any such Material Contract:



 


		(A)	may
                                         be avoided, rescinded, repudiated, prematurely determined (whether as a result of this
                                         Agreement, the transactions contemplated hereunder, a breach, event of default or other
                                         termination right under such Material Contract);



 


		(B)	may
                                         be declared to be invalid; or



 


		(C)	would
                                         give any other contracting party the right to impose any obligation (whether to make
                                         payment or otherwise) or exercise any right in relation to CIAEAE,



 


and
CIAEAE has not received any notice of a claim to that effect or indicating that such a claim may be made.


 


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



 


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



 


		9	Properties
                                         and other interests in land



 


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



 


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



 


		(i)	CIAEAE
                                         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;



 






    15


     


    

 


		(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 CIAEAE to utilise, develop
                                         or redevelop any such property or other assets;



 


		(iii)	CIAEAE
                                         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 CIAEAE for any unlawful purposes and
                                         CIAEAE has not violated any relevant land or construction regulations;



 


		(v)	all
                                         requisite consents necessary for the use of any property by CIAEAE 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 CIAEAE have been duly obtained and are in full force and effect.



 


		(c)	Where
                                         any property and other assets are held under lease, tenancy or licence by CIAEAE:



 


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



 


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



 


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



 


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



 


		(e)	CIAEAE
                                         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.



 


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



 


		(i)	are
                                         legally and beneficially owned by CIAEAE 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 CIAEAE;



 


		(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 CIAEAE;



 






    16


     


    

 


		(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 CIAEAE owns or which it uses or requires
                                         for the purpose of carrying on its business.



 


		(g)	CIAEAE
                                         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 CIAEAE or required for the exercise of any such right are in the possession
                                         or under the exclusive control of CIAEAE.



 


		(i)	CIAEAE
                                         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 CIAEAE’s Accounts, or acquired
                                         or agreed to be acquired since CIAEAE’s Accounts Date.



 


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



 


		(k)	The
                                         stock in trade of CIAEAE 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 CIAEAE:



 


		(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 CIAEAE 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 CIAEAE 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.



 


		10	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.


 






    17


     


    

 


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 CIAEAE and/or the business carried on by CIAEAE 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 CIAEAE or in relation
to the business carried on by CIAEAE 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)	CIAEAE:



 


		(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 CIAEAE or to desist from taking any action which might
                                         have a material adverse effect on CIAEAE’s financial condition.



 


		(c)	No
                                         material Environmental Claim is pending or has been made or threatened against CIAEAE
                                         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 CIAEAE and there is no reason
                                         to believe that CIAEAE or any of its officers have or is likely to have any liability
                                         in relation to Environmental Matters.



 


		11	Employees
                                         and retirement schemes



 


		(a)	There
                                         is no existing, pending or threatened dispute regarding relations between (i) CIAEAE
                                         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.



 






    18


     


    

 


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



 


		(c)	Any
                                         contract of employment with any director or employee to which CIAEAE 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.



 


		(d)	No
                                         employee of CIAEAE 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 CIAEAE is in arrear and unpaid other than his salary for the month current at the
                                         date of this Agreement.



 


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



 


		(f)	Save
                                         as required by law, CIAEAE 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.



 


		(g)	CIAEAE
                                         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 CIAEAE.



 


		(h)	CIAEAE
                                         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.



 


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



 


		(j)	No
                                         employee or consultant or former employee or consultant has made any claims whatsoever
                                         against CIAEAE.



 


		12	Insurance



 


		(a)	CIAEAE
                                         has not effected any insurances or maintained any insurance policy.



 


		13	Intellectual
                                         property



 


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



 


		(b)	CIAEAE
                                         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 CIAEAE of its Intellectual Property Rights does not infringe the rights of any
                                         third party and CIAEAE’s Intellectual Property Rights are in full force and effect.



 


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



 


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



 






    19


     


    

 


		(f)	CIAEAE
                                         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 CIAEAE or has disclosed or is obliged to disclose any Confidential Business Information
                                         required for the business of CIAEAE to any person, other than its employees for the purpose
                                         of carrying on its business.



 


		(g)	CIAEAE
                                         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 CIAEAE
                                         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 CIAEAE
                                         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.



 


		14	Non-arm’s
                                         length transactions and connected transactions



 


		(a)	CIAEAE
                                         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.



 


		15	Litigation



 


CIAEAE,
any director(s) of CIAEAE and any person for whose acts CIAEAE 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 CIAEAE 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 CIAEAE in respect of
                                         any act or default for which CIAEAE 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.



 


		16	Solvency



 


		(a)	No
                                         order has been made and no resolution has been passed for the winding up of CIAEAE 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 CIAEAE.



 


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



 


		(c)	CIAEAE
                                         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.



 






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		(d)	No
                                         composition in satisfaction of the debts of CIAEAE 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 CIAEAE whether in
                                         or outside of Hong Kong.



 


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



 


		17	Information
                                         supplied



 


All
information disclosed to the Buyer which has been given by the Seller, CIAEAE or any of the directors, officials or professional
or financial advisers of the Seller or CIAEAE 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.


 


		18	Tax



 


		(a)	All
                                         liabilities of CIAEAE for Taxation (whether actual, deferred, contingent or disputed)
                                         in respect of any period ending on or before CIAEAE’s Accounts Date and the period
                                         from CIAEAE’s 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.



 


		(b)	CIAEAE
                                         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 CIAEAE ; or



 


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



 


		(e)	CIAEAE
                                         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)	CIAEAE
                                         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.



 






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		(g)	CIAEAE
                                         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 CIAEAE
                                         and does not have any outstanding undischarged liability (whether actual, deferred, contingent
                                         or disputed) for any Taxation.



 


		(h)	CIAEAE
                                         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
                                         CIAEAE’s Accounts.



  


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



 


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



 


		(k)	CIAEAE
                                         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.



 




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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
	6(a)

         
	Other
        than the following list of bank accounts maintained by CIAEAE, CIAEAE has no other bank account:

         

        China
        CITIC Bank International Limited

        (i)     C/A#746-2-06888500
        (HKD);

        (ii)    C/A#746-2-06888501
        (USD); and

        (iii)   C/A#746-2-06888518
        (CNY).

         

        Bank
        of Communications Co., Ltd. (Hong Kong Branch)

        (i)     C/A#38253202144352
        (HKD);

        (ii)    C/A#38253202144365
        (USD);

        (iii)   C/A#38253202144378
        (CNY); and

        (iv)   SA#38253293248294
        (HKD)

         

        China
        Guangfa Bank Co., Ltd. (Macau Branch)

        (i)     C/A#1803-163-000489-1
        (CNY)

         

	8(e)	

        (i)       产品销售合同
        dated 11 April 2018 entered into between the Seller and 汐子科技(香港)有限公司
        (Reference no.: RTL-Product Sales-CN02-20180411)

         

        (ii)     电子密钥销售合同dated
        29 June 2018 entered into between the Seller and汐子科技(香港)有限公司
        (Reference no.: RTL-UKEY Sales-CN01-2018629)

         

        (iii)    合作协议
(undated) entered into among the Seller, 喀什隆瑞商业管理有限公司and南京金网艺购电子商务有限公司
for a cooperation term from 19 July 2018 to 18 July 2023

         

        (iv)    合作协议书
(undated) entered into among the Seller, 喀什隆瑞商业管理服务有限公司and
喀什宣治文化传媒有限公司

         

	9(a)	Tenancy
        agreement dated 15 May 2018 entered between the Seller as tenant and Ching Yee Holdings Limited as landlord in respect
        of the lease of premise at No. 01, 14th Floor, Wanchai Central Building, 89 Lockhart Road, Wanchai, Hong Kong
        for the term from 15 May 2018 to 14 May 2020

         

	13(a)	Other
    than the website (URL: www.gjwjs.com), CIAEAE has not registered, owned or used any other Intellectual Property Rights and
    Information Technology.


 


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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


 




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The Buyer and OCHL


 


	SIGNED by	)	 
	 	)	 
	For and on behalf of Oriental Culture 	)	 
	Holding LTD	)	 
	In the presence of	)	 
	 	 	Director/Authorised Signatory


 


 


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