Common use of Executive’s Duties Clause in Contracts

Executive’s Duties. 3.1 The Executive must use his best endeavours to promote and protect the interests of the Group and must not do anything which is harmful to those interests. The Executive must diligently and faithfully perform such duties and exercise such powers as may from time to time be assigned to or vested in him in relation to the conduct and management of the affairs of the Group by the Board. The Executive must comply with all proper instructions of the Board. 3.2 At any time during any period of notice of termination served in accordance hereunder (whether given by the Company or the Executive), or where the Company suspects that the Executive has committed any of the offences set out in Clause 16.1 below, the Board may suspend all or any of the Executive’s duties and powers for such periods and on such terms as it considers expedient and this may include a term that the Executive must stay away from all or any of the Company’s premises and/or will not be provided with any work and/or will have no business contact with all or any of the Group’s agents, employees, customers, clients, distributors and suppliers. During any period of suspension the Appointment will continue and the Executive will continue to be bound by his obligations under this agreement. 3.3 The Executive must give to the Board such information regarding the affairs of the Group as it shall reasonably require. 3.4 The Executive must (unless prevented by ill-health or accident or otherwise directed by the Board) devote the whole of his time during normal business hours to the duties of the Appointment and such additional time as is necessary for the proper fulfilment of those duties. 3.5 The Executive must not accept any appointment to any office in relation to any body, whether corporate or not (other than a Group Company) or directly or indirectly be interested in any manner in any other business except: (a) as holder or beneficial owner (for investment purposes only) of any class of securities in a company if those securities are listed or dealt in on a Recognised Investment Exchange and if the Executive (together with his spouse, children, parents and parents’ issue) neither holds nor is beneficially interested in more than three per cent. of the securities of that class; or (b) with the consent in writing of the Company which shall not be unreasonably withheld but which may be given subject to any terms which the Company requires. 3.6 The Executive must not resign as a director of the Company, except at the request or direction of the Board.

Executive’s Duties. 3.1 The Executive must shall, during the continuance of his employment hereunder: (a) serve the Company as an executive director and, in such capacity, perform the duties and exercise the powers from time to time assigned to or vested in him by the Board (including (without further remuneration unless otherwise agreed) serving on the board of directors, or in any other office, of any member(s) of the Group, as the Board may require) and he will perform those duties at such place or places in Hong Kong or elsewhere as the Board may from time to time determine; (b) comply with and conform to any lawful instructions or directions from time to time given or made by the Board, or with the authority of the Board, and shall comply with the Company's rules, regulations, policies and procedures from time to time in force; (c) faithfully and diligently serve the Group and use his best endeavours to promote the business and protect interests thereof; (d) devote himself exclusively and diligently to the business and interests of the Group and must not do anything personally attend thereto at all times during usual business hours and during such other times as the Company may reasonably require except in case of incapacity through illness or accident in which is harmful case he shall forthwith notify the Secretary of the Company of such incapacity and shall furnish to those interests. The Executive must diligently the Board such evidence thereof as it may require; (e) keep the Board promptly and faithfully perform fully informed (in writing if so requested) of his conduct of the business or affairs of the Group and provide such explanations as the Board may require in connection therewith; 5 (f) carry out his duties and exercise such his powers jointly with any other director or executive of any member of the Group as may shall from time to time be assigned appointed by the Board to act jointly with the Executive and the Board may at any time require the Executive to cease performing or vested exercising any of his duties or powers under this Agreement; and (g) comply with the relevant requirements of all applicable laws, regulations, codes of practice and rules (including Securities (Insider Dealing) Ordinance, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Model Code for Securities Transactions by Directors of Listed Companies set out in him in relation to Appendix 10 therein and the conduct and management rules of any other stock exchange, market or dealing system on which the affairs securities of any member of the Group by the Board. The Executive must comply with all proper instructions of the Board. 3.2 At any time during any period of notice of termination served in accordance hereunder (whether given by the Company or the Executive), or where the Company suspects that the Executive has committed any of the offences set out in Clause 16.1 below, the Board may suspend all or any of the Executive’s duties and powers for such periods and on such terms as it considers expedient and this may include a term that the Executive must stay away from all or any of the Company’s premises and/or will not be provided with any work and/or will have no business contact with all or any of the Group’s agents, employees, customers, clients, distributors and suppliers. During any period of suspension the Appointment will continue is traded and the Executive will continue to be bound by his obligations under this agreementapplicable laws, regulations, codes of practice in that jurisdiction). 3.3 The Executive must give to the Board such information regarding the affairs of the Group as it shall reasonably require. 3.4 The Executive must (unless prevented by ill-health or accident or otherwise directed by the Board) devote the whole of his time during normal business hours to the duties of the Appointment and such additional time as is necessary for the proper fulfilment of those duties. 3.5 The Executive must not accept any appointment to any office in relation to any body, whether corporate or not (other than a Group Company) or directly or indirectly be interested in any manner in any other business except: (a) as holder or beneficial owner (for investment purposes only) of any class of securities in a company if those securities are listed or dealt in on a Recognised Investment Exchange and if the Executive (together with his spouse, children, parents and parents’ issue) neither holds nor is beneficially interested in more than three per cent. of the securities of that class; or (b) with the consent in writing of the Company which shall not be unreasonably withheld but which may be given subject to any terms which the Company requires. 3.6 The Executive must not resign as a director of the Company, except at the request or direction of the Board.

Executive’s Duties. 3.1 The Executive must shall, during the continuance of her employment hereunder: (a) serve the Company as an executive director and, in such capacity, perform the duties and exercise the powers from time to time assigned to or vested in her by the Board (including (without further remuneration unless otherwise agreed) serving on the board of directors, or in any other office, of any member(s) of the Group, as the Board may require) and she will perform those duties at such place or places in Hong Kong or elsewhere as the Board may from time to time determine; (b) comply with and conform to any lawful instructions or directions from time to time given or made by the Board, or with the authority of the Board, and shall comply with the Company’s rules, regulations, policies and procedures from time to time in force; (c) faithfully and diligently serve the Group and use his her best endeavours to promote the business and protect interests thereof; (d) devote herself exclusively and diligently to the business and interests of the Group and must not do anything personally attend thereto at all times during usual business hours and during such other times as the Company may reasonably require except in case of incapacity through illness or accident in which is harmful case she shall forthwith notify the Secretary of the Company of such incapacity and shall furnish to those interests. The Executive must diligently the Board such evidence thereof as it may require; (e) keep the Board promptly and faithfully perform fully informed (in writing if so requested) of her conduct of the business or affairs of the Group and provide such explanations as the Board may require in connection therewith; (f) carry out her duties and exercise such her powers jointly with any other director or executive of any member of the Group as may shall from time to time be assigned appointed by the Board to act jointly with the Executive and the Board may at any time require the Executive to cease performing or vested exercising any of her duties or powers under this Agreement; and (g) comply with the relevant requirements of all applicable laws, regulations, codes of practice and rules (including Securities and Futures Ordinance, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Model Code for Securities Transactions by Directors of Listed Companies set out in him in relation to Appendix 10 therein and the conduct and management rules of any other stock exchange, market or dealing system on which the affairs securities of any member of the Group by the Board. The Executive must comply with all proper instructions of the Board. 3.2 At any time during any period of notice of termination served in accordance hereunder (whether given by the Company or the Executive), or where the Company suspects that the Executive has committed any of the offences set out in Clause 16.1 below, the Board may suspend all or any of the Executive’s duties and powers for such periods and on such terms as it considers expedient and this may include a term that the Executive must stay away from all or any of the Company’s premises and/or will not be provided with any work and/or will have no business contact with all or any of the Group’s agents, employees, customers, clients, distributors and suppliers. During any period of suspension the Appointment will continue is traded and the Executive will continue to be bound by his obligations under this agreementapplicable laws, regulations, codes of practice in that jurisdiction). 3.3 The Executive must give to the Board such information regarding the affairs of the Group as it shall reasonably require. 3.4 The Executive must (unless prevented by ill-health or accident or otherwise directed by the Board) devote the whole of his time during normal business hours to the duties of the Appointment and such additional time as is necessary for the proper fulfilment of those duties. 3.5 The Executive must not accept any appointment to any office in relation to any body, whether corporate or not (other than a Group Company) or directly or indirectly be interested in any manner in any other business except: (a) as holder or beneficial owner (for investment purposes only) of any class of securities in a company if those securities are listed or dealt in on a Recognised Investment Exchange and if the Executive (together with his spouse, children, parents and parents’ issue) neither holds nor is beneficially interested in more than three per cent. of the securities of that class; or (b) with the consent in writing of the Company which shall not be unreasonably withheld but which may be given subject to any terms which the Company requires. 3.6 The Executive must not resign as a director of the Company, except at the request or direction of the Board.

Executive’s Duties. 3.1 The (a) Executive must use shall be President and Chief Executive Officer (collectively “CEO)”) and shall report to Employer’s Board of Directors (the “Board”). Executive shall faithfully and diligently perform his duties at the direction of the Board, to the best of Executive’s ability. Executive shall (i) devote his best endeavours efforts, skill, and ability and full business time and attention to the performance of the customary duties and responsibilities of a CEO, subject to vacations and sick leave as provided herein and in accordance with Employer policies, (ii) carry out his duties in a competent and professional manner; and (iii) generally promote and protect the interests of Employer. Subject to applicable law, Executive shall not knowingly participate in any activity that is detrimental to the Group and must interests of Employer or any of its affiliates, including, without limitation, any public criticism or disparagement of any type by Executive, through the media or otherwise, of Employer or any of its affiliates or employees, except in connection with the exercise of Executive’s rights against Employer or any of its affiliates (such covenant not do anything which is harmful to those interestspublicly criticize or disparage, being referred to as the “Non-Disparagement Covenant”). The Executive’s commitments to Employer shall not preclude Executive must diligently and faithfully perform from serving as an outside director for no more than 2 companies, provided that any such board positions shall not interfere with Executive’s duties and exercise such powers as may responsibilities to Employer, and shall not create any conflict of interest with respect to any business of Employer. (b) Executive agrees to abide by all policies applicable to senior executive officers of Employer promulgated from time to time by Employer. (c) Except for such business travel as may be assigned incident to his duties hereunder, Executive shall perform his duties at Employer’s primary offices in Columbia, MD. (d) During the Term of this Agreement, Executive shall be a member of Employer’s Board of Directors, and Employer shall take such steps as may be necessary to effectuate the appointment or vested in him in relation election of Executive to the conduct and management of the affairs of the Group by the Board. The Executive must comply with all proper instructions Upon termination of the Board. 3.2 At this Agreement for any time during any period of notice of termination served in accordance hereunder reason (whether given by the Company or the Executiveincluding non-renewal), or where the Company suspects that the Executive has committed any of the offences set out in Clause 16.1 belowshall automatically and immediately be removed as a Director, the Board may suspend all or any of the Executive’s duties unless Employer and powers for such periods and on such terms as it considers expedient and this may include a term that the Executive must stay away from all or any of the Company’s premises and/or will not be provided with any work and/or will have no business contact with all or any of the Group’s agents, employees, customers, clients, distributors and suppliers. During any period of suspension the Appointment will continue and the Executive will continue to be bound by his obligations under this agreement. 3.3 The Executive must give to the Board such information regarding the affairs of the Group as it shall reasonably require. 3.4 The Executive must (unless prevented by ill-health or accident or otherwise directed by the Board) devote the whole of his time during normal business hours to the duties of the Appointment and such additional time as is necessary for the proper fulfilment of those duties. 3.5 The Executive must not accept any appointment to any office in relation to any body, whether corporate or not (other than a Group Company) or directly or indirectly be interested in any manner in any other business except: (a) as holder or beneficial owner (for investment purposes only) of any class of securities in a company if those securities are listed or dealt in on a Recognised Investment Exchange and if the Executive (together with his spouse, children, parents and parents’ issue) neither holds nor is beneficially interested in more than three per cent. of the securities of that class; or (b) with the consent mutually agree in writing of the Company which shall not be unreasonably withheld but which may be given subject to any terms which the Company requires. 3.6 The have Executive must not resign continue as a director of the Company, except at the request or direction of the BoardDirector.

Executive’s Duties. 3.1 The Executive must shall, during the continuance of his engagement hereunder: (a) serve the Company as a director and, in such capacity, perform the duties and exercise the powers from time to time assigned to or vested in him by the Board (including, without further remuneration unless otherwise agreed, serving on the board of directors, or in any other office, of any member(s) of the Group and the Group’s holding companies, as the Board may require) and he will perform those duties at such place or places in Hong Kong or elsewhere as the Board may from time to time determine; (b) comply with and conform to any lawful instructions or directions from time to time given or made by the Board, or with the authority of the Board, and shall comply with the Company’s rules, regulations, policies and procedures from time to time in force; (c) faithfully and diligently serve the Group and use his best endeavours to promote the business and protect interests thereof; (d) devote himself exclusively and diligently to the business and interests of the Group and must personally attend thereto at all times during usual business hours and during such other times as the Company may reasonably require except in case of i) incapacity through illness or accident in which case he shall forthwith notify the Secretary of the Company of such incapacity and shall furnish to the Board such evidence thereof as it may require and ii) prior approval having been obtained from the Company in respect of his engagement in any personal business not do anything competing with any of the Group’s business and which is harmful he shall have furnished to those interests. The Executive must diligently the Company such information relating to the said business as the Company may require to be informed of from time to time; (e) keep the Board promptly and faithfully perform fully informed (in writing if so requested) of his conduct of the business or affairs of the Group and provide such explanations as the Board may require in connection therewith; (f) carry out his duties and exercise such his powers jointly with any other director or executive of any member of the Group as may shall from time to time be assigned appointed by the Board to act jointly with the Executive and the Board may at any time require the Executive to cease performing or vested in him in relation exercising any of his duties or powers under this Agreement; and (g) comply with the relevant requirements of all applicable laws, regulations, codes of practice and rules (including but not limited to the conduct Rules Governing the Listing of Securities on NYSE Amex and management US Securities and Exchange Commission and the rules of any other stock exchange, market or dealing system on which the affairs securities of any member of the Group by the Board. The Executive must comply with all proper instructions of the Board. 3.2 At any time during any period of notice of termination served in accordance hereunder (whether given by the Company or the Executive), or where the Company suspects that the Executive has committed any of the offences set out in Clause 16.1 below, the Board may suspend all or any of the Executive’s duties and powers for such periods and on such terms as it considers expedient and this may include a term that the Executive must stay away from all or any of the Company’s premises and/or will not be provided with any work and/or will have no business contact with all or any of the Group’s agents, employees, customers, clients, distributors and suppliers. During any period of suspension the Appointment will continue is traded and the Executive will continue to be bound by his obligations under this agreementapplicable laws, regulations, codes of practice in that jurisdiction). 3.3 The Executive must give to the Board such information regarding the affairs of the Group as it shall reasonably require. 3.4 The Executive must (unless prevented by ill-health or accident or otherwise directed by the Board) devote the whole of his time during normal business hours to the duties of the Appointment and such additional time as is necessary for the proper fulfilment of those duties. 3.5 The Executive must not accept any appointment to any office in relation to any body, whether corporate or not (other than a Group Company) or directly or indirectly be interested in any manner in any other business except: (a) as holder or beneficial owner (for investment purposes only) of any class of securities in a company if those securities are listed or dealt in on a Recognised Investment Exchange and if the Executive (together with his spouse, children, parents and parents’ issue) neither holds nor is beneficially interested in more than three per cent. of the securities of that class; or (b) with the consent in writing of the Company which shall not be unreasonably withheld but which may be given subject to any terms which the Company requires. 3.6 The Executive must not resign as a director of the Company, except at the request or direction of the Board.

Executive’s Duties. 3.1 The Executive must shall, during the continuance of his employment hereunder: (a) serve the Company as the Chairman and an executive director and, in such capacity, perform the duties and exercise the powers from time to time assigned to or vested in him by the Board (including (without further remuneration unless otherwise agreed) serving on the board of directors, or in any other office, of any member(s) of the Group, as the Board may require) and he will perform those duties at such place or places in Hong Kong or elsewhere as the Board may from time to time determine; (b) comply with and conform to any lawful instructions or directions from time to time given or made by the Board, or with the authority of the Board, and shall comply with the Company’s rules, regulations, policies and procedures from time to time in force; (c) faithfully and diligently serve the Group and use his best endeavours to promote the business and protect interests thereof; (d) devote himself exclusively and diligently to the business and interests of the Group and must not do anything personally attend thereto at all times during usual business hours and during such other times as the Company may reasonably require except in case of incapacity through illness or accident in which is harmful case he shall forthwith notify the Secretary of the Company of such incapacity and shall furnish to those interests. The Executive must diligently the Board such evidence thereof as it may require; (e) keep the Board promptly and faithfully perform fully informed (in writing if so requested) of his conduct of the business or affairs of the Group and provide such explanations as the Board may require in connection therewith; (f) carry out his duties and exercise such his powers jointly with any other director or executive of any member of the Group as may shall from time to time be assigned appointed by the Board to act jointly with the Executive and the Board may at any time require the Executive to cease performing or vested exercising any of his duties or powers under this Agreement; and (g) comply with the relevant requirements of all applicable laws, regulations, codes of practice and rules (including Securities and Futures Ordinance, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Model Code for Securities Transactions by Directors of Listed Companies set out in him in relation to Appendix 10 therein and the conduct and management rules of any other stock exchange, market or dealing system on which the affairs securities of any member of the Group by the Board. The Executive must comply with all proper instructions of the Board. 3.2 At any time during any period of notice of termination served in accordance hereunder (whether given by the Company or the Executive), or where the Company suspects that the Executive has committed any of the offences set out in Clause 16.1 below, the Board may suspend all or any of the Executive’s duties and powers for such periods and on such terms as it considers expedient and this may include a term that the Executive must stay away from all or any of the Company’s premises and/or will not be provided with any work and/or will have no business contact with all or any of the Group’s agents, employees, customers, clients, distributors and suppliers. During any period of suspension the Appointment will continue is traded and the Executive will continue to be bound by his obligations under this agreementapplicable laws, regulations, codes of practice in that jurisdiction). 3.3 The Executive must give to the Board such information regarding the affairs of the Group as it shall reasonably require. 3.4 The Executive must (unless prevented by ill-health or accident or otherwise directed by the Board) devote the whole of his time during normal business hours to the duties of the Appointment and such additional time as is necessary for the proper fulfilment of those duties. 3.5 The Executive must not accept any appointment to any office in relation to any body, whether corporate or not (other than a Group Company) or directly or indirectly be interested in any manner in any other business except: (a) as holder or beneficial owner (for investment purposes only) of any class of securities in a company if those securities are listed or dealt in on a Recognised Investment Exchange and if the Executive (together with his spouse, children, parents and parents’ issue) neither holds nor is beneficially interested in more than three per cent. of the securities of that class; or (b) with the consent in writing of the Company which shall not be unreasonably withheld but which may be given subject to any terms which the Company requires. 3.6 The Executive must not resign as a director of the Company, except at the request or direction of the Board.

Executive’s Duties. 3.1 The Without prejudice to the generality of Section 4.01, the Executive must use his best endeavours shall during the Term under this Agreement: (a) devote substantially all of his/her time and attention to promote the interest and protect affairs of the interests Company in the discharge of duties as Director of the Company and, where relevant, as an officer/employee of such other members of the Group as are necessary for the proper and must not do anything which is harmful efficient administration, supervision, management and operation of the business of the Group; (b) in the discharge of such duties and in the exercise of such powers observe and comply with all reasonable and lawful resolutions, instructions, regulations and directions from time to those interests. The Executive must diligently time passed, made or given by the Board according to the best of his/her skills and faithfully ability; (c) at all times keep the Board promptly and fully informed (in writing if so requested) in connection with the performance of such powers and duties and provide such explanations as the Board may require in connection with the business or affairs of the Group; (d) perform such other duties and exercise such other powers as which the Board may from time to time be assigned properly assign to him/her in his/her capacity as Director of the Company or vested in him in relation connection with the Business subject to such resolutions, regulations or directions as to the conduct scope of his/her duties or authority or manner of carrying out the same as may be made or given by the Board from time to time; (e) disclose to the Board all other directorships and management of other (direct or indirect) interests, employment, consultancies or associations held by the affairs Executive and all interests in the business which may be competing with the business of the Group from time to time; (f) act in accordance with his/her powers and obligations as Director of the Company and use his/her best endeavours to comply with and to cause the Company to comply with (i) every rule or law applicable to any member of the Group, whether in British Virgin Islands, Hong Kong, United States or elsewhere; (ii) every regulation of the articles of association of the Company for the time being in force; and (iii) all other relevant securities regulations, rules, instructions, practice notes and guidelines as issued by the Board. The Executive must comply with all proper instructions of relevant regulatory authorities from time to time, which are binding on or applicable to the Board. 3.2 At any time during any period of notice of termination served in accordance hereunder (whether given by the Company Group or the Executive), or where the Company suspects that the Executive has committed any of the offences set out in Clause 16.1 below, ; and (g) forthwith notify the Board upon occurrence of any circumstances which may suspend all or any of the Executive’s duties and powers for such periods and on such terms render him/her unsuitable to act as it considers expedient and this may include a term that the Executive must stay away from all or any Director of the Company’s premises and/or will not be provided with any work and/or will have no business contact with all or any of the Group’s agents, employees, customers, clients, distributors and suppliers. During any period of suspension the Appointment will continue and the Executive will continue to be bound by his obligations under this agreement. 3.3 The Executive must give to the Board such information regarding the affairs of the Group as it shall reasonably require. 3.4 The Executive must (unless prevented by ill-health or accident or otherwise directed by the Board) devote the whole of his time during normal business hours to the duties of the Appointment and such additional time as is necessary for the proper fulfilment of those duties. 3.5 The Executive must not accept any appointment to any office in relation to any body, whether corporate or not (other than a Group Company) or directly or indirectly be interested in any manner in any other business except: (a) as holder or beneficial owner (for investment purposes only) of any class of securities in a company if those securities are listed or dealt in on a Recognised Investment Exchange and if the Executive (together with his spouse, children, parents and parents’ issue) neither holds nor is beneficially interested in more than three per cent. of the securities of that class; or (b) with the consent in writing of the Company which shall not be unreasonably withheld but which may be given subject to any terms which the Company requires. 3.6 The Executive must not resign as a director of the Company, except at the request or direction of the Board.

Executive’s Duties. 3.1 The Executive must shall, during the continuance of his employment hereunder: (a) serve the Company as the Vice Chairman and an executive director and, in such capacity, perform the duties and exercise the powers from time to time assigned to or vested in him by the Board (including (without further remuneration unless otherwise agreed) serving on the board of directors, or in any other office, of any member(s) of the Group, as the Board may require) and he will perform those duties at such place or places in Hong Kong or elsewhere as the Board may from time to time determine; (b) comply with and conform to any lawful instructions or directions from time to time given or made by the Board, or with the authority of the Board, and shall comply with the Company’s rules, regulations, policies and procedures from time to time in force; (c) faithfully and diligently serve the Group and use his best endeavours to promote the business and protect interests thereof; (d) devote himself exclusively and diligently to the business and interests of the Group and must not do anything personally attend thereto at all times during usual business hours and during such other times as the Company may reasonably require except in case of incapacity through illness or accident in which is harmful case he shall forthwith notify the Secretary of the Company of such incapacity and shall furnish to those interests. The Executive must diligently the Board such evidence thereof as it may require; (e) keep the Board promptly and faithfully perform fully informed (in writing if so requested) of his conduct of the business or affairs of the Group and provide such explanations as the Board may require in connection therewith; (f) carry out his duties and exercise such his powers jointly with any other director or executive of any member of the Group as may shall from time to time be assigned appointed by the Board to act jointly with the Executive and the Board may at any time require the Executive to cease performing or vested exercising any of his duties or powers under this Agreement; and (g) comply with the relevant requirements of all applicable laws, regulations, codes of practice and rules (including Securities and Futures Ordinance, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Model Code for Securities Transactions by Directors of Listed Companies set out in him in relation to Appendix 10 therein and the conduct and management rules of any other stock exchange, market or dealing system on which the affairs securities of any member of the Group by the Board. The Executive must comply with all proper instructions of the Board. 3.2 At any time during any period of notice of termination served in accordance hereunder (whether given by the Company or the Executive), or where the Company suspects that the Executive has committed any of the offences set out in Clause 16.1 below, the Board may suspend all or any of the Executive’s duties and powers for such periods and on such terms as it considers expedient and this may include a term that the Executive must stay away from all or any of the Company’s premises and/or will not be provided with any work and/or will have no business contact with all or any of the Group’s agents, employees, customers, clients, distributors and suppliers. During any period of suspension the Appointment will continue is traded and the Executive will continue to be bound by his obligations under this agreementapplicable laws, regulations, codes of practice in that jurisdiction). 3.3 The Executive must give to the Board such information regarding the affairs of the Group as it shall reasonably require. 3.4 The Executive must (unless prevented by ill-health or accident or otherwise directed by the Board) devote the whole of his time during normal business hours to the duties of the Appointment and such additional time as is necessary for the proper fulfilment of those duties. 3.5 The Executive must not accept any appointment to any office in relation to any body, whether corporate or not (other than a Group Company) or directly or indirectly be interested in any manner in any other business except: (a) as holder or beneficial owner (for investment purposes only) of any class of securities in a company if those securities are listed or dealt in on a Recognised Investment Exchange and if the Executive (together with his spouse, children, parents and parents’ issue) neither holds nor is beneficially interested in more than three per cent. of the securities of that class; or (b) with the consent in writing of the Company which shall not be unreasonably withheld but which may be given subject to any terms which the Company requires. 3.6 The Executive must not resign as a director of the Company, except at the request or direction of the Board.

Executive’s Duties. 3.1 4.1 The Executive must shall, during the continuance of his employment hereunder: (a) serve the Company as a CFO responsible for and, in such capacity, perform the duties and exercise the powers from time to time assigned to or vested in him by the Board; (b) in pursuance of his duties hereunder, perform such services for the Group and (without further remuneration unless otherwise agreed) accept such offices in the Group as the Board may from time to time reasonably require and, without limiting the generality of this Clause to act as a CFO of the Company and of such of its subsidiaries as the Board may from time to time require; and he will perform those duties at such place or places in Hong Kong or elsewhere as the Board may from time to time determine; (c) comply with and conform to any lawful instructions or directions from time to time given or made by the Board and faithfully and diligently serve the Group and use his best endeavours to promote the business and protect interests thereof; (d) work full time for the interests Group except in case of incapacity through illness or accident in which case he shall forthwith notify the secretary of the Company of such incapacity and shall furnish to the Board such evidence thereof as it may require; (e) keep the Board promptly and fully informed (in writing if so requested) of his conduct of the business or affairs of the Company or the Group and provide such explanations as the Board may require in connection therewith; (f) carry out his duties and exercise his powers jointly and collectively with any other director or executive of any member of the Group as shall from time to time be appointed by the Board and must not do anything which the Board may at any time require the Executive to cease performing or exercising any of his duties or powers under this Agreement; (g) ensure that he is harmful to those interests. The Executive must diligently fully aware of his legal obligations, and faithfully all his obligations under the Articles of Association, and other relevant laws, regulations and requirements, as a CFO of the Company; (h) in pursuance of his duties hereunder perform such services of the Group (and without further remuneration unless otherwise agreed) accept such offices in the Group as the relevant Board may from time to time reasonably require and without limiting the generality of this Clause, act as a CFO of any member of the Group, in each case, at the request of the relevant Board; (i) the Executive shall perform his duties and exercise such his powers under the supervision of another director, executive or adviser of the Company or jointly with any other director or executive as may from time to time be assigned appointed by the Board to or vested in him in relation to act jointly with the conduct Executive; and management the Board may, if it is of the affairs opinion that the same is in the best interests of the Group Group, at any time require the Executive to cease performing or exercising any of his duties or powers under this Agreement, or to perform any duty other than those than being performed by him; and (j) the Board. The Executive must comply with all proper instructions shall work in any place in Hong Kong or any part of the Board. 3.2 At any time during any period of notice of termination served in accordance hereunder (whether given by the Company or the Executive), or where the Company suspects that the Executive has committed any of the offences set out in Clause 16.1 below, world which the Board may suspend all or any require for the proper performance and exercise of his duties and powers under this Agreement. 4.2 The Company shall, during the Executive’s duties employment hereunder, at its costs and powers for such periods expenses provide and on such terms as it considers expedient and this may include a term that supply to the Executive must stay away from all such personnel support, office facilities and other assistance (including, without limitation, professional advice) as are reasonably necessary or any of the Company’s premises and/or will not be provided with any work and/or will have no business contact with all or any of the Group’s agents, employees, customers, clients, distributors and suppliers. During any period of suspension the Appointment will continue and desirable to enable the Executive will continue to be bound by perform and discharge his obligations duties under this agreementAgreement. 3.3 The Executive must give to the Board such information regarding the affairs of the Group as it shall reasonably require. 3.4 The Executive must (unless prevented by ill-health or accident or otherwise directed by the Board) devote the whole of his time during normal business hours to the duties of the Appointment and such additional time as is necessary for the proper fulfilment of those duties. 3.5 The Executive must not accept any appointment to any office in relation to any body, whether corporate or not (other than a Group Company) or directly or indirectly be interested in any manner in any other business except: (a) as holder or beneficial owner (for investment purposes only) of any class of securities in a company if those securities are listed or dealt in on a Recognised Investment Exchange and if the Executive (together with his spouse, children, parents and parents’ issue) neither holds nor is beneficially interested in more than three per cent. of the securities of that class; or (b) with the consent in writing of the Company which shall not be unreasonably withheld but which may be given subject to any terms which the Company requires. 3.6 The Executive must not resign as a director of the Company, except at the request or direction of the Board.

Executive’s Duties. 3.1 The Executive must shall, during the continuance of his employment hereunder: (a) serve the Company as the Vice Chairman and an executive director and, in such capacity, perform the duties and exercise the powers from time to time assigned to or vested in him by the Board (including (without further remuneration unless otherwise agreed) serving on the board of directors, or in any other office, of any member(s) of the Group, as the Board may require) and he will perform those duties at such place or places in Hong Kong or elsewhere as the Board may from time to time determine; (b) comply with and conform to any lawful instructions or directions from time to time given or made by the Board, or with the authority of the Board, and shall comply with the Company's rules, regulations, policies and procedures from time to time in force; (c) faithfully and diligently serve the Group and use his best endeavours to promote the business and protect interests thereof; (d) devote himself exclusively and diligently to the business and interests of the Group and must not do anything personally attend thereto at all times during usual business hours and during such other times as the Company may reasonably require except in case of incapacity through illness or accident in which is harmful case he shall forthwith notify the Secretary of the Company of such incapacity and shall furnish to those interests. The Executive must diligently the Board such evidence thereof as it may require; (e) keep the Board promptly and faithfully perform fully informed (in writing if so requested) of his conduct of the business or affairs of the Group and provide such explanations as the Board may require in connection therewith; (f) carry out his duties and exercise such his powers jointly with any other director or executive of any member of the Group as may shall from time to time be assigned appointed by the Board to act jointly with the Executive and the Board may at any time require the Executive to cease performing or vested exercising any of his duties or powers under this Agreement; and (g) comply with the relevant requirements of all applicable laws, regulations, codes of practice and rules (including Securities (Insider Dealing) Ordinance, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Model Code for Securities Transactions by Directors of Listed Companies set out in him in relation to Appendix 10 therein and the conduct and management rules of any other stock exchange, market or dealing system on which the affairs securities of any member of the Group by the Board. The Executive must comply with all proper instructions of the Board. 3.2 At any time during any period of notice of termination served in accordance hereunder (whether given by the Company or the Executive), or where the Company suspects that the Executive has committed any of the offences set out in Clause 16.1 below, the Board may suspend all or any of the Executive’s duties and powers for such periods and on such terms as it considers expedient and this may include a term that the Executive must stay away from all or any of the Company’s premises and/or will not be provided with any work and/or will have no business contact with all or any of the Group’s agents, employees, customers, clients, distributors and suppliers. During any period of suspension the Appointment will continue is traded and the Executive will continue to be bound by his obligations under this agreementapplicable laws, regulations, codes of practice in that jurisdiction). 3.3 The Executive must give to the Board such information regarding the affairs of the Group as it shall reasonably require. 3.4 The Executive must (unless prevented by ill-health or accident or otherwise directed by the Board) devote the whole of his time during normal business hours to the duties of the Appointment and such additional time as is necessary for the proper fulfilment of those duties. 3.5 The Executive must not accept any appointment to any office in relation to any body, whether corporate or not (other than a Group Company) or directly or indirectly be interested in any manner in any other business except: (a) as holder or beneficial owner (for investment purposes only) of any class of securities in a company if those securities are listed or dealt in on a Recognised Investment Exchange and if the Executive (together with his spouse, children, parents and parents’ issue) neither holds nor is beneficially interested in more than three per cent. of the securities of that class; or (b) with the consent in writing of the Company which shall not be unreasonably withheld but which may be given subject to any terms which the Company requires. 3.6 The Executive must not resign as a director of the Company, except at the request or direction of the Board.

Executive’s Duties. ‌ 3.1 The Executive must shall, during the continuance of his employment hereunder: (a) serve the Company as an executive director and, in such capacity, perform the duties and exercise the powers from time to time assigned to or vested in him by the Board in pursuance of his duties hereunder, perform such services for the Group and (without further remuneration unless otherwise agreed) accept such offices in the Group as the Board may from time to time reasonably require and, without limiting the generality of this Clause, to act as a director of the Company and of each of its subsidiaries; and he will perform those duties at such place or places in Hong Kong or elsewhere as the Board may from time to time absolutely determine; (b) comply with and conform to any lawful instructions or directions from time to time given or made by the Board and faithfully and diligently serve the Group and use his best endeavours to promote the business and protect interests thereof; (c) devote himself diligently to the business and interests of the Group and must personally attend thereto during usual business hours and during such other times as the Company may reasonably require (without further remuneration unless otherwise agreed) except in case of incapacity through illness or accident in which case he shall forthwith notify the secretary of the Company of such incapacity and shall furnish to the Board such evidence thereof as it may require; (d) keep the Board promptly and fully informed (in writing if so requested) of his conduct of the business or affairs of the Company or the Group and provide such explanations as the Board may require in connection therewith; (e) not do anything which is harmful demand or accept or permit any member of his family to those interests. The demand or accept from third parties any gifts, benefits or advantages offered or given to the Executive must diligently and faithfully perform or a member of his family by reason of his employment with the Company save in pursuant to such general or specific permission of the Board properly given from time to time; (f) carry out his duties and exercise such his powers jointly and collectively with any other director or executive of any member of the Group as may shall from time to time be assigned to or vested in him in relation to the conduct and management of the affairs of the Group appointed by the Board. The Executive must comply Board to act jointly with all proper instructions of the Board. 3.2 At any time during any period of notice of termination served in accordance hereunder (whether given by the Company or the Executive), or where the Company suspects that the Executive has committed any of the offences set out in Clause 16.1 below, and the Board may suspend all at any time require the Executive to cease performing or exercising any of the Executive’s his duties or powers under this Agreement; and (g) comply with (and powers for such periods and on such terms as it considers expedient and this may include a term that the Executive must stay away from all or any of use his best endeavours to procure the Company’s premises and/or will not be provided with any work and/or will have no business contact with all or any compliance with) the Listing Rules, the Hong Kong Codes on Takeovers and Mergers and Share Repurchases, the memorandum and articles of the Group’s agents, employees, customers, clients, distributors and suppliers. During any period of suspension the Appointment will continue and the Executive will continue to be bound by his obligations under this agreement. 3.3 The Executive must give to the Board such information regarding the affairs of the Group as it shall reasonably require. 3.4 The Executive must (unless prevented by ill-health or accident or otherwise directed by the Board) devote the whole of his time during normal business hours to the duties of the Appointment and such additional time as is necessary for the proper fulfilment of those duties. 3.5 The Executive must not accept any appointment to any office in relation to any body, whether corporate or not (other than a Group Company) or directly or indirectly be interested in any manner in any other business except: (a) as holder or beneficial owner (for investment purposes only) of any class of securities in a company if those securities are listed or dealt in on a Recognised Investment Exchange and if the Executive (together with his spouse, children, parents and parents’ issue) neither holds nor is beneficially interested in more than three per cent. of the securities of that class; or (b) with the consent in writing of the Company which shall not be unreasonably withheld but which may be given subject to any terms which the Company requires. 3.6 The Executive must not resign as a director association of the Company, except and all other applicable law, rules, regulations, guidelines and practice notes which are binding on or applicable to the Group or the Executive from time to time. 3.2 The Company shall, during the Executive’s employment hereunder, at its costs and expenses provide and supply to the request Executive such personnel support, office facilities and other assistance (including, without limitation, professional advice) as are reasonably necessary or direction of desirable to enable the BoardExecutive to perform and discharge his duties under this Agreement.

Executive’s Duties. 3.1 The Executive must shall, during the continuance of his employment hereunder: (a) serve the Company as the Chairman and an executive director and, in such capacity, perform the duties and exercise the powers from time to time assigned to or vested in him by the Board (including (without further remuneration unless otherwise agreed) serving on the board of directors, or in any other office, of any member(s) of the Group, as the Board may require) and he will perform those duties at such place or places in Hong Kong or elsewhere as the Board may from time to time determine; (b) comply with and conform to any lawful instructions or directions from time to time given or made by the Board, or with the authority of the Board, and shall comply with the Company's rules, regulations, policies and procedures from time to time in force; (c) faithfully and diligently serve the Group and use his best endeavours to promote the business and protect interests thereof; (d) devote himself exclusively and diligently to the business and interests of the Group and must not do anything personally attend thereto at all times during usual business hours and during such other times as the Company may reasonably require except in case of incapacity through illness or accident in which is harmful case he shall forthwith notify the Secretary of the Company of such incapacity and shall furnish to those interests. The Executive must diligently the Board such evidence thereof as it may require; (e) keep the Board promptly and faithfully perform fully informed (in writing if so requested) of his conduct of the business or affairs of the Group and provide such explanations as the Board may require in connection therewith; (f) carry out his duties and exercise such his powers jointly with any other director or executive of any member of the Group as may shall from time to time be assigned appointed by the Board to act jointly with the Executive and the Board may at any time require the Executive to cease performing or vested exercising any of his duties or powers under this Agreement; and (g) comply with the relevant requirements of all applicable laws, regulations, codes of practice and rules (including Securities (Insider Dealing) Ordinance, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Model Code for Securities Transactions by Directors of Listed Companies set out in him in relation to Appendix 10 therein and the conduct and management rules of any other stock exchange, market or dealing system on which the affairs securities of any member of the Group by the Board. The Executive must comply with all proper instructions of the Board. 3.2 At any time during any period of notice of termination served in accordance hereunder (whether given by the Company or the Executive), or where the Company suspects that the Executive has committed any of the offences set out in Clause 16.1 below, the Board may suspend all or any of the Executive’s duties and powers for such periods and on such terms as it considers expedient and this may include a term that the Executive must stay away from all or any of the Company’s premises and/or will not be provided with any work and/or will have no business contact with all or any of the Group’s agents, employees, customers, clients, distributors and suppliers. During any period of suspension the Appointment will continue is traded and the Executive will continue to be bound by his obligations under this agreementapplicable laws, regulations, codes of practice in that jurisdiction). 3.3 The Executive must give to the Board such information regarding the affairs of the Group as it shall reasonably require. 3.4 The Executive must (unless prevented by ill-health or accident or otherwise directed by the Board) devote the whole of his time during normal business hours to the duties of the Appointment and such additional time as is necessary for the proper fulfilment of those duties. 3.5 The Executive must not accept any appointment to any office in relation to any body, whether corporate or not (other than a Group Company) or directly or indirectly be interested in any manner in any other business except: (a) as holder or beneficial owner (for investment purposes only) of any class of securities in a company if those securities are listed or dealt in on a Recognised Investment Exchange and if the Executive (together with his spouse, children, parents and parents’ issue) neither holds nor is beneficially interested in more than three per cent. of the securities of that class; or (b) with the consent in writing of the Company which shall not be unreasonably withheld but which may be given subject to any terms which the Company requires. 3.6 The Executive must not resign as a director of the Company, except at the request or direction of the Board.

Executive’s Duties. 3.1 (1) The Executive must shall use his best reasonable endeavours to promote and protect the interests of the Group and must shall not do anything which is harmful to those interests. The Executive must shall diligently and faithfully perform such duties and exercise such powers as may from time to time reasonably be assigned to or vested in him in relation to the conduct and management of the affairs of the Group by the Board. The Executive must shall comply with all reasonable and proper instructions of the Board. 3.2 At any time during any period of notice of termination served in accordance hereunder (whether given by the Company or the Executive), or where the Company suspects that the Executive has committed any of the offences set out in Clause 16.1 below, the 2) The Board may also suspend all or any of the Executive’s 's duties and powers for such periods and on such terms as it considers expedient and this may include including a term that the Executive must shall stay away from all or any of the Company’s 's premises and/or will shall not be provided with any work and/or will shall have no business contact with all or any of the Group’s 's agents, employees, customers, clients, distributors and suppliers. During any period of suspension the Appointment will shall continue and the Executive will shall continue to be bound by his obligations under this agreement. 3.3 (3) The Executive must shall give to the Board such information regarding the affairs of the Group as it shall reasonably require. 3.4 (4) The Executive must shall (unless prevented by ill-ill health or accident or otherwise directed by the Board) devote the whole of his time during normal business hours to the duties of the Appointment and such additional time as is necessary for the proper fulfilment fulfillment of those duties. 3.5 (5) The Executive must shall not accept any appointment to any office in relation to any body, whether corporate or not (other than a Group Company) ), or directly or indirectly be interested in any manner in any other business except: (a) as holder or beneficial beneficialo owner (for investment purposes only) of any class of securities in a company if those securities are listed or dealt in on a Recognised Recognized Investment Exchange and if the Executive (together with his spouse, children, parents and parents’ ' issue) neither holds nor is beneficially interested in more than three per cent. five percent of the securities of that class; or (b) with the consent in writing of both the Company which shall not be unreasonably withheld but and the Parent which may be given subject to any terms terms, which the Company or the Parent requires. 3.6 The Executive must not resign as a director of the Company, except at the request or direction of the Board.

Executive’s Duties. 3.1 The Without prejudice to the generality of Section 4.01, the Executive must use his best endeavours shall during the Term under this Agreement: (a) devote substantially all of his/her time and attention to promote the interest and protect affairs of the interests Company in the discharge of duties as Director of the Company and, where relevant, as an officer/employee of such other members of the Group as are necessary for the proper and must not do anything which is harmful efficient administration, supervision, management and operation of the business of the Group; (b) in the discharge of such duties and in the exercise of such powers observe and comply with all reasonable and lawful resolutions, instructions, regulations and directions from tune to those interests. The Executive must diligently time passed, made or given by the Board according to the best of his/her skills and faithfully ability; (c) at all times keep the Board promptly and fully informed (in writing if so requested) in connection with the performance of such powers and duties and provide such explanations as the Board may require in connection with the business or affairs of the Group; (d) perform such other duties and exercise such other powers as which the Board may from time to time be assigned properly assign to him/her in his/her capacity as Director of the Company or vested in him in relation connection with the Business subject to such resolutions, regulations or directions as to the conduct scope of his/her duties or authority or manner of carrying out the same as may be made or given by the Board from time to time; (e) disclose to the Board all other directorships and management of other (direct or indirect) interests, employment, consultancies or associations held by the affairs Executive and all interests in the business which may be competing with the business of the Group from time to time; (f) act in accordance with his/her powers and obligations as Director of the Company and use his/her best endeavours to comply with and to cause the Company to comply with (i) every rule or law applicable to any member of the Group, whether in British Virgin Islands, Hong Kong, United States or elsewhere; (ii) every regulation of the articles of association of the Company for the time being in force; and (iii) all other relevant securities regulations, rules, instructions, practice notes and guidelines as issued by the Board. The Executive must comply with all proper instructions of relevant regulatory authorities from time to time, which are binding on or applicable to the Board. 3.2 At any time during any period of notice of termination served in accordance hereunder (whether given by the Company Group or the Executive), or where the Company suspects that the Executive has committed any of the offences set out in Clause 16.1 below, ; and (g) forthwith notify the Board upon occurrence of any circumstances which may suspend all or any of the Executive’s duties and powers for such periods and on such terms render him/her unsuitable to act as it considers expedient and this may include a term that the Executive must stay away from all or any Director of the Company’s premises and/or will not be provided with any work and/or will have no business contact with all or any of the Group’s agents, employees, customers, clients, distributors and suppliers. During any period of suspension the Appointment will continue and the Executive will continue to be bound by his obligations under this agreement. 3.3 The Executive must give to the Board such information regarding the affairs of the Group as it shall reasonably require. 3.4 The Executive must (unless prevented by ill-health or accident or otherwise directed by the Board) devote the whole of his time during normal business hours to the duties of the Appointment and such additional time as is necessary for the proper fulfilment of those duties. 3.5 The Executive must not accept any appointment to any office in relation to any body, whether corporate or not (other than a Group Company) or directly or indirectly be interested in any manner in any other business except: (a) as holder or beneficial owner (for investment purposes only) of any class of securities in a company if those securities are listed or dealt in on a Recognised Investment Exchange and if the Executive (together with his spouse, children, parents and parents’ issue) neither holds nor is beneficially interested in more than three per cent. of the securities of that class; or (b) with the consent in writing of the Company which shall not be unreasonably withheld but which may be given subject to any terms which the Company requires. 3.6 The Executive must not resign as a director of the Company, except at the request or direction of the Board.

Executive’s Duties. 3.1 The Executive must use his best endeavours to promote will be responsible for overseeing and protect carrying out the interests day-to-day administrative functions of the Group Company, and must not do anything which is harmful to those interestsotherwise carrying out the duties normally associated with the position of a Corporate Administrator in a public company. The Executive must diligently and faithfully perform such duties and exercise such powers as may from time to time be assigned to or vested in him in relation to the conduct and management of the affairs of the Group by the Board. The Executive must comply with all proper instructions of the Board. 3.2 At any time during any period of notice of termination served in accordance hereunder (whether given by the Company or the Executive), or where the Company suspects that the Executive has committed any of the offences set out in Clause 16.1 below, the Board may suspend all or any of the Executive’s duties and powers for such periods and on such terms as it considers expedient and this may include a term that responsibilities will include, without limitation, the Executive must stay away from all or any of the Company’s premises and/or will not be provided with any work and/or will have no business contact with all or any of the Group’s agents, employees, customers, clients, distributors and suppliers. During any period of suspension the Appointment will continue and the Executive will continue to be bound by his obligations under this agreement. 3.3 The Executive must give to the Board such information regarding the affairs of the Group as it shall reasonably require. 3.4 The Executive must (unless prevented by ill-health or accident or otherwise directed by the Board) devote the whole of his time during normal business hours to the duties of the Appointment and such additional time as is necessary for the proper fulfilment of those duties. 3.5 The Executive must not accept any appointment to any office in relation to any body, whether corporate or not (other than a Group Company) or directly or indirectly be interested in any manner in any other business exceptfollowing: (a) as holder or beneficial owner (for investment purposes only) of any class of securities in a company if those securities are listed or dealt in on a Recognised Investment Exchange supervising and if running the Executive (together with his spouse, children, parents and parents’ issue) neither holds nor is beneficially interested in more than three per cent. day-to-day operations of the securities Company’s head office in Vancouver, and liaising with the CEO, the VP and the Chief Financial Officer of that class; orthe Company (the “CFO”) as necessary or desirable in connection therewith, including retaining, managing and, if required, terminating, the general office staff; (b) in conjunction with the consent CFO and the Company’s accounting staff, consultants and auditors, preparing and reviewing, or assisting in writing preparing and reviewing, the financial disclosure (including the non-technical portions of the related management discussion and analysis) required to be prepared by the Company for review and approval by the Board, and liaising with the staff, consultants and professional advisers of the Company’s direct and indirect subsidiaries (the “Subsidiaries”) in connection therewith; (c) working with the VP in preparing and reviewing corporate documentation required to be prepared by the Company under applicable corporate and securities laws; (d) working with the VP and the Company’s professional advisers in preparing and reviewing the non-financial disclosure documents required to be prepared by the Company under applicable corporate and securities laws; (e) implementing, or assisting the CEO and VP in implementing, all applicable policies and procedures adopted for the Company by the Board, and monitoring, and reporting to the CEO and the VP as to, the effectiveness thereof and the compliance therewith; (f) at the request of the CEO, VP or Board, preparing and presenting such reviews, summaries and reports with respect to the administration of the Company which shall not be unreasonably withheld but which and the Subsidiaries as may be given subject to requested by any terms which of them; and (g) such other duties as are reasonably consistent with the foregoing and the Executive’s position as may be requested by the Company requires. 3.6 The from time to time and as are within the expertise and reasonable ability of the Executive must not resign as a director of to provide, provided that the Company, except at acting through the request Board, the CEO or direction the VP, may curtail any such duties or responsibilities or assign such additional duties and responsibilities, and reserves the right to make such reasonable changes to the duties and responsibilities of the BoardExecutive, as the Company may determine to be appropriate and as are consistent with its ongoing business needs.

Executive’s Duties. 3.1 The Executive must shall, during the continuance of his employment hereunder: (a) serve the Company as an executive director and, in such capacity, perform the duties and exercise the powers from time to time assigned to or vested in him by the Board (including (without further remuneration unless otherwise agreed) serving on the board of directors, or in any other office, of any member(s) of the Group, as the Board may require) including but not limited to:- i. formulation and implementation of corporate development strategies; ii. investors relationships; iii. mergers and acquisitions and he will perform those duties at such place or places in Hong Kong or elsewhere as the Board may from time to time determine; (b) comply with and conform to any lawful instructions or directions from time to time given or made by the Board, or with the authority of the Board, and shall comply with the Company's rules, regulations, policies and procedures from time to time in force; (c) faithfully and diligently serve the Group and use his best endeavours to promote the business and protect interests thereof; (d) devote himself exclusively and diligently to the business and interests of the Group and must not do anything which is harmful to those interests. The Executive must diligently personally attend thereto at all times during usual business hours (e) keep the Board promptly and faithfully perform fully informed (in writing if so requested) of his conduct of the business or affairs of the Group and provide such explanations as the Board may require in connection therewith; (f) carry out his duties and exercise such his powers jointly with any other director or executive of any member of the Group as may shall from time to time be assigned appointed by the Board to act jointly with the Executive and the Board may at any time require the Executive to cease performing or vested exercising any of his duties or powers under this Agreement; and (g) comply with the relevant requirements of all applicable laws, regulations, codes of practice and rules (including Securities (Insider Dealing) Ordinance, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Model Code for Securities Transactions by Directors of Listed Companies set out in him in relation to Appendix 10 therein and the conduct and management rules of any other stock exchange, market or dealing system on which the affairs securities of any member of the Group by the Board. The Executive must comply with all proper instructions of the Board. 3.2 At any time during any period of notice of termination served in accordance hereunder (whether given by the Company or the Executive), or where the Company suspects that the Executive has committed any of the offences set out in Clause 16.1 below, the Board may suspend all or any of the Executive’s duties and powers for such periods and on such terms as it considers expedient and this may include a term that the Executive must stay away from all or any of the Company’s premises and/or will not be provided with any work and/or will have no business contact with all or any of the Group’s agents, employees, customers, clients, distributors and suppliers. During any period of suspension the Appointment will continue is traded and the Executive will continue to be bound by his obligations under this agreementapplicable laws, regulations, codes of practice in that jurisdiction). 3.3 The Executive must give to the Board such information regarding the affairs of the Group as it shall reasonably require. 3.4 The Executive must (unless prevented by ill-health or accident or otherwise directed by the Board) devote the whole of his time during normal business hours to the duties of the Appointment and such additional time as is necessary for the proper fulfilment of those duties. 3.5 The Executive must not accept any appointment to any office in relation to any body, whether corporate or not (other than a Group Company) or directly or indirectly be interested in any manner in any other business except: (a) as holder or beneficial owner (for investment purposes only) of any class of securities in a company if those securities are listed or dealt in on a Recognised Investment Exchange and if the Executive (together with his spouse, children, parents and parents’ issue) neither holds nor is beneficially interested in more than three per cent. of the securities of that class; or (b) with the consent in writing of the Company which shall not be unreasonably withheld but which may be given subject to any terms which the Company requires. 3.6 The Executive must not resign as a director of the Company, except at the request or direction of the Board.

Executive’s Duties. 3.1 The Executive must shall, during the continuance of her employment hereunder: (a) serve the Company as an executive director and, in such capacity, perform the duties and exercise the powers from time to time assigned to or vested in her by the Board (including (without further remuneration unless otherwise agreed) serving on the board of directors, or in any other office, of any member(s) of the Group, as the Board may require) and she will perform those duties at such place or places in Hong Kong or elsewhere as the Board may from time to time determine; (b) comply with and conform to any lawful instructions or directions from time to time given or made by the Board, or with the authority of the Board, and shall comply with the Company's rules, regulations, policies and procedures from time to time in force; (c) faithfully and diligently serve the Group and use his her best endeavours to promote the business and protect interests thereof; (d) devote herself exclusively and diligently to the business and interests of the Group and must not do anything personally attend thereto at all times during usual business hours and during such other times as the Company may reasonably require except in case of incapacity through illness or accident in which is harmful case she shall forthwith notify the Secretary of the Company of such incapacity and shall furnish to those interests. The Executive must diligently the Board such evidence thereof as it may require; (e) keep the Board promptly and faithfully perform fully informed (in writing if so requested) of her conduct of the business or affairs of the Group and provide such explanations as the Board may require in connection therewith; 5 (f) carry out her duties and exercise such her powers jointly with any other director or executive of any member of the Group as may shall from time to time be assigned appointed by the Board to act jointly with the Executive and the Board may at any time require the Executive to cease performing or vested exercising any of her duties or powers under this Agreement; and (g) comply with the relevant requirements of all applicable laws, regulations, codes of practice and rules (including Securities (Insider Dealing) Ordinance, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Model Code for Securities Transactions by Directors of Listed Companies set out in him in relation to Appendix 10 therein and the conduct and management rules of any other stock exchange, market or dealing system on which the affairs securities of any member of the Group by the Board. The Executive must comply with all proper instructions of the Board. 3.2 At any time during any period of notice of termination served in accordance hereunder (whether given by the Company or the Executive), or where the Company suspects that the Executive has committed any of the offences set out in Clause 16.1 below, the Board may suspend all or any of the Executive’s duties and powers for such periods and on such terms as it considers expedient and this may include a term that the Executive must stay away from all or any of the Company’s premises and/or will not be provided with any work and/or will have no business contact with all or any of the Group’s agents, employees, customers, clients, distributors and suppliers. During any period of suspension the Appointment will continue is traded and the Executive will continue to be bound by his obligations under this agreementapplicable laws, regulations, codes of practice in that jurisdiction). 3.3 The Executive must give to the Board such information regarding the affairs of the Group as it shall reasonably require. 3.4 The Executive must (unless prevented by ill-health or accident or otherwise directed by the Board) devote the whole of his time during normal business hours to the duties of the Appointment and such additional time as is necessary for the proper fulfilment of those duties. 3.5 The Executive must not accept any appointment to any office in relation to any body, whether corporate or not (other than a Group Company) or directly or indirectly be interested in any manner in any other business except: (a) as holder or beneficial owner (for investment purposes only) of any class of securities in a company if those securities are listed or dealt in on a Recognised Investment Exchange and if the Executive (together with his spouse, children, parents and parents’ issue) neither holds nor is beneficially interested in more than three per cent. of the securities of that class; or (b) with the consent in writing of the Company which shall not be unreasonably withheld but which may be given subject to any terms which the Company requires. 3.6 The Executive must not resign as a director of the Company, except at the request or direction of the Board.

Executive’s Duties. 3.1 The Executive must shall, during the continuance of his employment hereunder: (a) serve the Company as the Chairman and an executive director and, in such capacity, perform the duties and exercise the powers from time to time assigned to or vested in him by the Board (including (without further remuneration unless otherwise agreed) serving on the board of directors, or in any other office, of any member(s) of the Group, as the Board may require) and he will perform those duties at such place or places in Hong Kong or elsewhere as the Board may from time to time determine; (b) comply with and conform to any lawful instructions or directions from time to time given or made by the Board, or with the authority of the Board, and shall comply with the Company's rules, regulations, policies and procedures from time to time in force; (c) faithfully and diligently serve the Group and use his best endeavours to promote the business and protect interests thereof; (d) devote himself exclusively and diligently to the business and interests of the Group and must not do anything personally attend thereto at all times during usual business hours and during such other times as the Company may reasonably require except in case of incapacity through illness or accident in which is harmful case he shall forthwith notify the Secretary of the Company of such incapacity and shall furnish to those interests. The Executive must diligently the Board such evidence thereof as it may require; 5 (e) keep the Board promptly and faithfully perform fully informed (in writing if so requested) of his conduct of the business or affairs of the Group and provide such explanations as the Board may require in connection therewith; (f) carry out his duties and exercise such his powers jointly with any other director or executive of any member of the Group as may shall from time to time be assigned appointed by the Board to act jointly with the Executive and the Board may at any time require the Executive to cease performing or vested exercising any of his duties or powers under this Agreement; and (g) comply with the relevant requirements of all applicable laws, regulations, codes of practice and rules (including Securities (Insider Dealing) Ordinance, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Model Code for Securities Transactions by Directors of Listed Companies set out in him in relation to Appendix 10 therein and the conduct and management rules of any other stock exchange, market or dealing system on which the affairs securities of any member of the Group by the Board. The Executive must comply with all proper instructions of the Board. 3.2 At any time during any period of notice of termination served in accordance hereunder (whether given by the Company or the Executive), or where the Company suspects that the Executive has committed any of the offences set out in Clause 16.1 below, the Board may suspend all or any of the Executive’s duties and powers for such periods and on such terms as it considers expedient and this may include a term that the Executive must stay away from all or any of the Company’s premises and/or will not be provided with any work and/or will have no business contact with all or any of the Group’s agents, employees, customers, clients, distributors and suppliers. During any period of suspension the Appointment will continue is traded and the Executive will continue to be bound by his obligations under this agreementapplicable laws, regulations, codes of practice in that jurisdiction). 3.3 The Executive must give to the Board such information regarding the affairs of the Group as it shall reasonably require. 3.4 The Executive must (unless prevented by ill-health or accident or otherwise directed by the Board) devote the whole of his time during normal business hours to the duties of the Appointment and such additional time as is necessary for the proper fulfilment of those duties. 3.5 The Executive must not accept any appointment to any office in relation to any body, whether corporate or not (other than a Group Company) or directly or indirectly be interested in any manner in any other business except: (a) as holder or beneficial owner (for investment purposes only) of any class of securities in a company if those securities are listed or dealt in on a Recognised Investment Exchange and if the Executive (together with his spouse, children, parents and parents’ issue) neither holds nor is beneficially interested in more than three per cent. of the securities of that class; or (b) with the consent in writing of the Company which shall not be unreasonably withheld but which may be given subject to any terms which the Company requires. 3.6 The Executive must not resign as a director of the Company, except at the request or direction of the Board.

Executive’s Duties. 3.1 The Without prejudice to the generality of Section 4.01, the Executive must use his best endeavours shall during the Term under this Agreement: (a) devote substantially all of his/her time and attention to promote the interest and protect affairs of the interests Company in the discharge of duties as [TITLE] of the Company and, where relevant, as an officer/employee of such other members of the Group as are necessary for the proper and must not do anything which is harmful efficient administration, supervision, management and operation of the business of the Group; (b) in the discharge of such duties and in the exercise of such powers observe and comply with all reasonable and lawful resolutions, instructions, regulations and directions from time to those interests. The Executive must diligently time passed, made or given by the Board according to the best of his/her skills and faithfully ability; (c) at all times keep the Board promptly and fully informed (in writing if so requested) in connection with the performance of such powers and duties and provide such explanations as the Board may require in connection with the business or affairs of the Group; (d) perform such other duties and exercise such other powers as which the Board may from time to time be assigned properly assign to him/her in his/her capacity as [TITLE] of the Company or vested in him in relation connection with the Business subject to such resolutions, regulations or directions as to the conduct scope of his/her duties or authority or manner of carrying out the same as may be made or given by the Board from time to time; (e) disclose to the Board all other directorships and management of other (direct or indirect) interests, employment, consultancies or associations held by the affairs Executive and all interests in the business which may be competing with the business of the Group from time to time; (f) act in accordance with his/her powers and obligations as [TITLE] of the Company and use his/her best endeavours to comply with and to cause the Company to comply with (i) every rule or law applicable to any member of the Group, whether in British Virgin Islands, Hong Kong, United States or elsewhere; (ii) every regulation of the articles of association of the Company for the time being in force; and (iii) all other relevant securities regulations, rules, instructions, practice notes and guidelines as issued by the Board. The Executive must comply with all proper instructions of relevant regulatory authorities from time to time, which are binding on or applicable to the Board. 3.2 At any time during any period of notice of termination served in accordance hereunder (whether given by the Company Group or the Executive), or where the Company suspects that the Executive has committed any of the offences set out in Clause 16.1 below, ; and (g) forthwith notify the Board upon occurrence of any circumstances which may suspend all or any of the Executive’s duties and powers for such periods and on such terms render him/her unsuitable to act as it considers expedient and this may include a term that the Executive must stay away from all or any [TITLE] of the Company’s premises and/or will not be provided with any work and/or will have no business contact with all or any of the Group’s agents, employees, customers, clients, distributors and suppliers. During any period of suspension the Appointment will continue and the Executive will continue to be bound by his obligations under this agreement. 3.3 The Executive must give to the Board such information regarding the affairs of the Group as it shall reasonably require. 3.4 The Executive must (unless prevented by ill-health or accident or otherwise directed by the Board) devote the whole of his time during normal business hours to the duties of the Appointment and such additional time as is necessary for the proper fulfilment of those duties. 3.5 The Executive must not accept any appointment to any office in relation to any body, whether corporate or not (other than a Group Company) or directly or indirectly be interested in any manner in any other business except: (a) as holder or beneficial owner (for investment purposes only) of any class of securities in a company if those securities are listed or dealt in on a Recognised Investment Exchange and if the Executive (together with his spouse, children, parents and parents’ issue) neither holds nor is beneficially interested in more than three per cent. of the securities of that class; or (b) with the consent in writing of the Company which shall not be unreasonably withheld but which may be given subject to any terms which the Company requires. 3.6 The Executive must not resign as a director of the Company, except at the request or direction of the Board.

Executive’s Duties. 3.1 The Executive must shall, during the continuance of his employment hereunder: (a) serve the Company as the Vice Chairman and an executive director and, in such capacity, perform the duties and exercise the powers from time to time assigned to or vested in him by the Board (including (without further remuneration unless otherwise agreed) serving on the board of directors, or in any other office, of any member(s) of the Group, as the Board may require) and he will perform those duties at such place or places in Hong Kong or elsewhere as the Board may from time to time determine; (b) comply with and conform to any lawful instructions or directions from time to time given or made by the Board, or with the authority of the Board, and shall comply with the Company’s rules, regulations, policies and procedures from time to time in force; (c) faithfully and diligently serve the Group and use his best endeavours to promote the business and protect interests thereof; (d) devote himself diligently to the business and interests of the Group and must not do anything which is harmful to those interests. The Executive must diligently and faithfully perform such Group; (e) carry out his duties and exercise such his powers jointly with any other director or executive of any member of the Group as may shall from time to time be assigned appointed by the Board to act jointly with the Executive and the Board may at any time require the Executive to cease performing or vested exercising any of his duties or powers under this Agreement; and (f) comply with the relevant requirements of all applicable laws, regulations, codes of practice and rules (including Securities and Futures Ordinance, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Model Code for Securities Transactions by Directors of Listed Companies set out in him in relation to Appendix 10 therein and the conduct and management rules of any other stock exchange, market or dealing system on which the affairs securities of any member of the Group by the Board. The Executive must comply with all proper instructions of the Board. 3.2 At any time during any period of notice of termination served in accordance hereunder (whether given by the Company or the Executive), or where the Company suspects that the Executive has committed any of the offences set out in Clause 16.1 below, the Board may suspend all or any of the Executive’s duties and powers for such periods and on such terms as it considers expedient and this may include a term that the Executive must stay away from all or any of the Company’s premises and/or will not be provided with any work and/or will have no business contact with all or any of the Group’s agents, employees, customers, clients, distributors and suppliers. During any period of suspension the Appointment will continue is traded and the Executive will continue to be bound by his obligations under this agreementapplicable laws, regulations, codes of practice in that jurisdiction). 3.3 The Executive must give to the Board such information regarding the affairs of the Group as it shall reasonably require. 3.4 The Executive must (unless prevented by ill-health or accident or otherwise directed by the Board) devote the whole of his time during normal business hours to the duties of the Appointment and such additional time as is necessary for the proper fulfilment of those duties. 3.5 The Executive must not accept any appointment to any office in relation to any body, whether corporate or not (other than a Group Company) or directly or indirectly be interested in any manner in any other business except: (a) as holder or beneficial owner (for investment purposes only) of any class of securities in a company if those securities are listed or dealt in on a Recognised Investment Exchange and if the Executive (together with his spouse, children, parents and parents’ issue) neither holds nor is beneficially interested in more than three per cent. of the securities of that class; or (b) with the consent in writing of the Company which shall not be unreasonably withheld but which may be given subject to any terms which the Company requires. 3.6 The Executive must not resign as a director of the Company, except at the request or direction of the Board.

Executive’s Duties. 3.1 The As COO, (i) Executive’s responsibilities will include the duties set forth on Exhibit A and such other duties as determined by the Company’s Chief Executive must use his best endeavours Officer (“CEO”); (ii) all of Executive's powers and authority in any capacity shall at all times be subject to promote the reasonable direction and protect the interests control of the Group and must not do anything which is harmful CEO; (iii) the CEO may assign to those interests. The Executive must diligently and faithfully perform such duties and exercise such powers as may from time to time be assigned to or vested in him in relation to the conduct and management of the affairs of the Group by the Board. The Executive must comply with all proper instructions of the Board. 3.2 At any time during any period of notice of termination served in accordance hereunder (whether given by for the Company or the any, subsidiaries or affiliate as are consistent with Executive)'s status as COO; and (iv) Executive shall devote his full business time, or where the Company suspects that the Executive has committed any of the offences set out in Clause 16.1 below, the Board may suspend all or any of the Executive’s duties attention and powers for such periods and on such terms as it considers expedient and this may include a term that the Executive must stay away from all or any of the Company’s premises and/or will not be provided with any work and/or will have no business contact with all or any of the Group’s agents, employees, customers, clients, distributors and suppliers. During any period of suspension the Appointment will continue and the Executive will continue to be bound by his obligations under this agreement. 3.3 The Executive must give to the Board such information regarding the affairs of the Group as it shall reasonably require. 3.4 The Executive must (unless prevented by ill-health or accident or otherwise directed by the Board) devote the whole of his time during normal business hours to the duties of the Appointment and such additional time energies as is necessary to competently and diligently fulfill his duties as COO under this Agreement. During the Term it shall not be a violation of this Agreement for the proper fulfilment of those duties. 3.5 The Executive must not accept any appointment to any office in relation to any body(i) serve on corporate, whether corporate civic or not (other than a Group Company) charita­ble boards or directly or indirectly be interested in any manner in any other business except: (a) as holder or beneficial owner (for investment purposes only) of any class of securities in a company if those securities are listed or dealt in on a Recognised Investment Exchange and if the Executive (together with his spousecommittees, children, parents and parents’ issue) neither holds nor is beneficially interested in more than three per cent. of the securities of that class; or (b) but only with the consent in writing of the Company CEO’s prior written consent, which shall not be unreasonably withheld but which withheld; (ii) manage personal investments and engage in other business activities, so long as the activities described in items (i) and (ii) do not, individually or in the aggregate, interfere with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive before the date hereof and have been disclosed in writing on the attached EXHIBIT B, the continued conduct of such activities in the same manner after the date hereof shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company. Executive agrees to perform the duties attendant to Executive’s position, and such other duties as may be given subject assigned from time to any terms which time, diligently, faithfully and at all times in the Company requires. 3.6 The Executive must not resign as a director best interests of the Company. Executive further agrees that during Executive’s employment with the Company, except at the request Executive will not engage in discussions with a view toward, make application, plans or direction of the Boardpreparations, to form, to establish, to set up, or to become employed by, a Competitive Business.

Executive’s Duties. 3.1 The Executive must use his best endeavours to promote As CEO, (i) Executive’s responsibilities will include the duties set forth on Exhibit A and protect such other duties as determined by the interests Company’s Board of Directors (the Group “Board”); (ii) all of Executive's powers and must not do anything which is harmful to those interests. The Executive must diligently and faithfully perform such duties and exercise such powers as may from time to time authority in any capacity shall at all times be assigned to or vested in him in relation subject to the conduct reasonable direction and management of the affairs of the Group by the Board. The Executive must comply with all proper instructions control of the Board. 3.2 At any time during any period of notice of termination served in accordance hereunder ; (whether given by iii) the Board may assign to Executive such duties for the Company or the any, subsidiaries or affiliate as are consistent with Executive)'s status as CEO; and (iv) Executive shall devote his full business time, or where the Company suspects that the Executive has committed any of the offences set out in Clause 16.1 below, the Board may suspend all or any of the Executive’s duties attention and powers for such periods and on such terms as it considers expedient and this may include a term that the Executive must stay away from all or any of the Company’s premises and/or will not be provided with any work and/or will have no business contact with all or any of the Group’s agents, employees, customers, clients, distributors and suppliers. During any period of suspension the Appointment will continue and the Executive will continue to be bound by his obligations under this agreement. 3.3 The Executive must give to the Board such information regarding the affairs of the Group as it shall reasonably require. 3.4 The Executive must (unless prevented by ill-health or accident or otherwise directed by the Board) devote the whole of his time during normal business hours to the duties of the Appointment and such additional time energies as is necessary to competently and diligently fulfill his duties as CEO under this Agreement. During the Term it shall not be a violation of this Agreement for the proper fulfilment of those duties. 3.5 The Executive must not accept any appointment to any office in relation to any body(i) serve on corporate, whether corporate civic or not (other than a Group Company) charita­ble boards or directly or indirectly be interested in any manner in any other business except: (a) as holder or beneficial owner (for investment purposes only) of any class of securities in a company if those securities are listed or dealt in on a Recognised Investment Exchange and if the Executive (together with his spousecommittees, children, parents and parents’ issue) neither holds nor is beneficially interested in more than three per cent. of the securities of that class; or (b) but only with the consent in writing of the Company Board’s prior written consent, which shall not be unreasonably withheld but which withheld; (ii) manage personal investments and engage in other business activities, so long as the activities described in items (i) and (ii) do not, individually or in the aggregate, interfere with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive before the date hereof and have been disclosed in writing on the attached EXHIBIT B, the continued conduct of such activities in the same manner after the date hereof shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company. Executive agrees to perform the duties attendant to Executive’s position, and such other duties as may be given subject assigned from time to any terms which time, diligently, faithfully and at all times in the Company requires. 3.6 The Executive must not resign as a director best interests of the Company. Executive further agrees that during Executive’s employment with the Company, except at the request Executive will not engage in discussions with a view toward, make application, plans or direction of the Boardpreparations, to form, to establish, to set up, or to become employed by, a Competitive Business.

Executive’s Duties. 3.1 The Executive must shall, during the continuance of her employment hereunder: (a) serve the Company as an executive director and, in such capacity, perform the duties and exercise the powers from time to time assigned to or vested in her by the Board (including (without further remuneration unless otherwise agreed) serving on the board of directors, or in any other office, of any member(s) of the Group, as the Board may require) and she will perform those duties at such place or places in Hong Kong or elsewhere as the Board may from time to time determine; (b) comply with and conform to any lawful instructions or directions from time to time given or made by the Board, or with the authority of the Board, and shall comply with the Company's rules, regulations, policies and procedures from time to time in force; (c) faithfully and diligently serve the Group and use his her best endeavours to promote the business and protect interests thereof; (d) devote herself exclusively and diligently to the business and interests of the Group and must not do anything personally attend thereto at all times during usual business hours and during such other times as the Company may reasonably require except in case of incapacity through illness or accident in which is harmful case she shall forthwith notify the Secretary of the Company of such incapacity and shall furnish to those interests. The Executive must diligently the Board such evidence thereof as it may require; (e) keep the Board promptly and faithfully perform fully informed (in writing if so requested) of her conduct of the business or affairs of the Group and provide such explanations as the Board may require in connection therewith; (f) carry out her duties and exercise such her powers jointly with any other director or executive of any member of the Group as may shall from time to time be assigned appointed by the Board to act jointly with the Executive and the Board may at any time require the Executive to cease performing or vested exercising any of her duties or powers under this Agreement; and (g) comply with the relevant requirements of all applicable laws, regulations, codes of practice and rules (including Securities (Insider Dealing) Ordinance, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Model Code for Securities Transactions by Directors of Listed Companies set out in him in relation to Appendix 10 therein and the conduct and management rules of any other stock exchange, market or dealing system on which the affairs securities of any member of the Group by the Board. The Executive must comply with all proper instructions of the Board. 3.2 At any time during any period of notice of termination served in accordance hereunder (whether given by the Company or the Executive), or where the Company suspects that the Executive has committed any of the offences set out in Clause 16.1 below, the Board may suspend all or any of the Executive’s duties and powers for such periods and on such terms as it considers expedient and this may include a term that the Executive must stay away from all or any of the Company’s premises and/or will not be provided with any work and/or will have no business contact with all or any of the Group’s agents, employees, customers, clients, distributors and suppliers. During any period of suspension the Appointment will continue is traded and the Executive will continue to be bound by his obligations under this agreementapplicable laws, regulations, codes of practice in that jurisdiction). 3.3 The Executive must give to the Board such information regarding the affairs of the Group as it shall reasonably require. 3.4 The Executive must (unless prevented by ill-health or accident or otherwise directed by the Board) devote the whole of his time during normal business hours to the duties of the Appointment and such additional time as is necessary for the proper fulfilment of those duties. 3.5 The Executive must not accept any appointment to any office in relation to any body, whether corporate or not (other than a Group Company) or directly or indirectly be interested in any manner in any other business except: (a) as holder or beneficial owner (for investment purposes only) of any class of securities in a company if those securities are listed or dealt in on a Recognised Investment Exchange and if the Executive (together with his spouse, children, parents and parents’ issue) neither holds nor is beneficially interested in more than three per cent. of the securities of that class; or (b) with the consent in writing of the Company which shall not be unreasonably withheld but which may be given subject to any terms which the Company requires. 3.6 The Executive must not resign as a director of the Company, except at the request or direction of the Board.

Executive’s Duties. 3.1 The Executive must shall, during the continuance of his employment hereunder: (a) serve the Company as Vice Chairman and an executive director and, in such capacity, perform the duties and exercise the powers from time to time assigned to or vested in him by the Board (including (without further remuneration unless otherwise agreed) serving on the board of directors, or in any other office, of any member(s) of the Group, as the Board may require) and he will perform those duties at such place or places in Hong Kong or elsewhere as the Board may from time to time determine; (b) comply with and conform to any lawful instructions or directions from time to time given or made by the Board, or with the authority of the Board, and shall comply with the Company's rules, regulations, policies and procedures from time to time in force; (c) faithfully and diligently serve the Group and use his best endeavours to promote the business and protect interests thereof; (d) devote himself exclusively and diligently to the business and interests of the Group and must not do anything personally attend thereto at all times during usual business hours and during such other times as the Company may reasonably require except in case of incapacity through illness or accident in which is harmful case he shall forthwith notify the Secretary of the Company of such incapacity and shall furnish to those interests. The Executive must diligently the Board such evidence thereof as it may require; (e) keep the Board promptly and faithfully perform fully informed (in writing if so requested) of his conduct of the business or affairs of the Group and provide such explanations as the Board may require in connection therewith; 5 (f) carry out his duties and exercise such his powers jointly with any other director or executive of any member of the Group as may shall from time to time be assigned appointed by the Board to act jointly with the Executive and the Board may at any time require the Executive to cease performing or vested exercising any of his duties or powers under this Agreement; and (g) comply with the relevant requirements of all applicable laws, regulations, codes of practice and rules (including Securities (Insider Dealing) Ordinance, the Rules Governing the Listing of Securities on The Hong Kong Stock Exchange Limited and the Model Code for Securities Transactions by Directors of Listed Companies set out in him in relation to Appendix 10 therein and the conduct and management rules of any other stock exchange, market or dealing system on which the affairs securities of any member of the Group by the Board. The Executive must comply with all proper instructions of the Board. 3.2 At any time during any period of notice of termination served in accordance hereunder (whether given by the Company or the Executive), or where the Company suspects that the Executive has committed any of the offences set out in Clause 16.1 below, the Board may suspend all or any of the Executive’s duties and powers for such periods and on such terms as it considers expedient and this may include a term that the Executive must stay away from all or any of the Company’s premises and/or will not be provided with any work and/or will have no business contact with all or any of the Group’s agents, employees, customers, clients, distributors and suppliers. During any period of suspension the Appointment will continue is traded and the Executive will continue to be bound by his obligations under this agreementapplicable laws, regulations, codes of practice in that jurisdiction). 3.3 The Executive must give to the Board such information regarding the affairs of the Group as it shall reasonably require. 3.4 The Executive must (unless prevented by ill-health or accident or otherwise directed by the Board) devote the whole of his time during normal business hours to the duties of the Appointment and such additional time as is necessary for the proper fulfilment of those duties. 3.5 The Executive must not accept any appointment to any office in relation to any body, whether corporate or not (other than a Group Company) or directly or indirectly be interested in any manner in any other business except: (a) as holder or beneficial owner (for investment purposes only) of any class of securities in a company if those securities are listed or dealt in on a Recognised Investment Exchange and if the Executive (together with his spouse, children, parents and parents’ issue) neither holds nor is beneficially interested in more than three per cent. of the securities of that class; or (b) with the consent in writing of the Company which shall not be unreasonably withheld but which may be given subject to any terms which the Company requires. 3.6 The Executive must not resign as a director of the Company, except at the request or direction of the Board.

Executive’s Duties. 3.1 The Without prejudice to the generality of Section 4.01, the Executive must use his best endeavours shall during the Term under this Agreement: (a) devote substantially all of his/her time and attention to promote the interest and protect affairs of the interests Company in the discharge of duties as Director of the Company and, where relevant, as an officer/employee of such other members of the Group as are necessary for the proper and must not do anything which is harmful efficient administration, supervision, management and operation of the business of the Group; (b) in the discharge of such duties and in the exercise of such powers observe and comply with all reasonable and lawful resolutions, instructions, regulations and directions from tune to those interests. The Executive must diligently time passed, made or given by the Board according to the best of his/her skills and faithfully ability; (c) at all times keep the Board promptly and fully informed (in writing if so requested) in connection with the performance of such powers and duties and provide such explanations as the Board may require in connection with the business or affairs of the Group; (d) perform such other duties and exercise such other powers as which the Board may from time to time be assigned properly assign to him/her in his/her capacity as Director of the Company or vested in him in relation connection with the Business subject to such resolutions, regulations or directions as to the conduct scope of his/her duties or authority or manner of carrying out the same as may be made or given by the Board from time to time; (e) disclose to the Board all other directorships and management of other (direct or indirect) interests, employment, consultancies or associations held by the affairs Executive and all interests in the business which may be competing with the business of the Group from time to time; (f) act in accordance with his/her powers and obligations as Director of the Company and use his/her best endeavors to comply with and to cause the Company to comply with (i) every rule or law applicable to any member of the Group, whether in the Cayman Islands, [●], United States or elsewhere; (ii) every regulation of the articles of association of the Company for the time being in force; and (iii) all other relevant securities regulations, rules, instructions, practice notes and guidelines as issued by the Board. The Executive must comply with all proper instructions of relevant regulatory authorities from time to time, which are binding on or applicable to the Board. 3.2 At any time during any period of notice of termination served in accordance hereunder (whether given by the Company Group or the Executive), or where the Company suspects that the Executive has committed any of the offences set out in Clause 16.1 below, ; and (g) forthwith notify the Board upon occurrence of any circumstances which may suspend all or any of the Executive’s duties and powers for such periods and on such terms render him/her unsuitable to act as it considers expedient and this may include a term that the Executive must stay away from all or any Director of the Company’s premises and/or will not be provided with any work and/or will have no business contact with all or any of the Group’s agents, employees, customers, clients, distributors and suppliers. During any period of suspension the Appointment will continue and the Executive will continue to be bound by his obligations under this agreement. 3.3 The Executive must give to the Board such information regarding the affairs of the Group as it shall reasonably require. 3.4 The Executive must (unless prevented by ill-health or accident or otherwise directed by the Board) devote the whole of his time during normal business hours to the duties of the Appointment and such additional time as is necessary for the proper fulfilment of those duties. 3.5 The Executive must not accept any appointment to any office in relation to any body, whether corporate or not (other than a Group Company) or directly or indirectly be interested in any manner in any other business except: (a) as holder or beneficial owner (for investment purposes only) of any class of securities in a company if those securities are listed or dealt in on a Recognised Investment Exchange and if the Executive (together with his spouse, children, parents and parents’ issue) neither holds nor is beneficially interested in more than three per cent. of the securities of that class; or (b) with the consent in writing of the Company which shall not be unreasonably withheld but which may be given subject to any terms which the Company requires. 3.6 The Executive must not resign as a director of the Company, except at the request or direction of the Board.

Executive’s Duties. 3.1 The Without prejudice to the generality of Section 4.01, the Executive must use his best endeavours shall during the Term under this Agreement: (a) devote time and attention necessary to promote the interest and protect affairs of the interests Company in the discharge of duties as [Position] of the Company and, where relevant, as an officer/employee of such other members of the Group as are necessary for the proper and must not do anything which is harmful efficient administration, supervision, management and operation of the business of the Group; (b) in the discharge of such duties and in the exercise of such powers observe and comply with all reasonable and lawful resolutions, instructions, regulations and directions from time to those interests. The Executive must diligently time passed, made or given by the Board according to the best of his/her skills and faithfully ability; (c) at all times keep the Board promptly and fully informed (in writing if so requested) in connection with the performance of such powers and duties and provide such explanations as the Board may require in connection with the business or affairs of the Group; (d) perform such other duties and exercise such other powers as which the Board may from time to time be assigned properly assign to him/her in his/her capacity as [Position] of the Company or vested in him in relation connection with the Business subject to such resolutions, regulations or directions as to the conduct scope of his/her duties or authority or manner of carrying out the same as may be made or given by the Board from time to time; (e) disclose to the Board all other directorships and management of other (direct) interests, employment, consultancies or associations held by the affairs Executive and all interests in the business which may be substantially competing directly with the business of the Group from time to time; (f) act in accordance with his/her powers and obligations as [Position] of the Company and use his/her best endeavours to comply with and to cause the Company to comply with (i) every rule or law applicable to any member of the Group, whether in British Virgin Islands, Hong Kong, United States or elsewhere; (ii) every regulation of the articles of association of the Company for the time being in force; and (iii) all other relevant securities regulations, rules, instructions, practice notes and guidelines as issued by the Board. The Executive must comply with all proper instructions of relevant regulatory authorities from time to time, which are binding on or applicable to the Board. 3.2 At any time during any period of notice of termination served in accordance hereunder (whether given by the Company Group or the Executive), or where the Company suspects that the Executive has committed any of the offences set out in Clause 16.1 below, ; and (g) forthwith notify the Board upon occurrence of any circumstances which may suspend all or any of the Executive’s duties and powers for such periods and on such terms render him/her unsuitable to act as it considers expedient and this may include a term that the Executive must stay away from all or any [Position] of the Company’s premises and/or will not be provided with any work and/or will have no business contact with all or any of the Group’s agents, employees, customers, clients, distributors and suppliers. During any period of suspension the Appointment will continue and the Executive will continue to be bound by his obligations under this agreement. 3.3 The Executive must give to the Board such information regarding the affairs of the Group as it shall reasonably require. 3.4 The Executive must (unless prevented by ill-health or accident or otherwise directed by the Board) devote the whole of his time during normal business hours to the duties of the Appointment and such additional time as is necessary for the proper fulfilment of those duties. 3.5 The Executive must not accept any appointment to any office in relation to any body, whether corporate or not (other than a Group Company) or directly or indirectly be interested in any manner in any other business except: (a) as holder or beneficial owner (for investment purposes only) of any class of securities in a company if those securities are listed or dealt in on a Recognised Investment Exchange and if the Executive (together with his spouse, children, parents and parents’ issue) neither holds nor is beneficially interested in more than three per cent. of the securities of that class; or (b) with the consent in writing of the Company which shall not be unreasonably withheld but which may be given subject to any terms which the Company requires. 3.6 The Executive must not resign as a director of the Company, except at the request or direction of the Board.

Executive’s Duties. 3.1 The Executive must shall, during the continuance of his employment hereunder: (a) serve the Company as the Chairman and an executive director and, in such capacity, perform the duties and exercise the powers from time to time assigned to or vested in him by the Board (including (without further remuneration unless otherwise agreed) serving on the board of directors, or in any other office, of any member(s) of the Group, as the Board may require) and he will perform those duties at such place or places in Hong Kong or elsewhere as the Board may from time to time determine; (b) comply with and conform to any lawful instructions or directions from time to time given or made by the Board, or with the authority of the Board, and shall comply with the Company’s rules, regulations, policies and procedures from time to time in force; (c) faithfully and diligently serve the Group and use his best endeavours to promote the business and protect interests thereof; (d) devote himself diligently to the business and interests of the Group and must not do anything which is harmful to those interests. The Executive must diligently and faithfully perform such Group; (e) carry out his duties and exercise such his powers jointly with any other director or executive of any member of the Group as may shall from time to time be assigned appointed by the Board to act jointly with the Executive and the Board may at any time require the Executive to cease performing or vested exercising any of his duties or powers under this Agreement; and (f) comply with the relevant requirements of all applicable laws, regulations, codes of practice and rules (including Securities and Futures Ordinance, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Model Code for Securities Transactions by Directors of Listed Companies set out in him in relation to Appendix 10 therein and the conduct and management rules of any other stock exchange, market or dealing system on which the affairs securities of any member of the Group by the Board. The Executive must comply with all proper instructions of the Board. 3.2 At any time during any period of notice of termination served in accordance hereunder (whether given by the Company or the Executive), or where the Company suspects that the Executive has committed any of the offences set out in Clause 16.1 below, the Board may suspend all or any of the Executive’s duties and powers for such periods and on such terms as it considers expedient and this may include a term that the Executive must stay away from all or any of the Company’s premises and/or will not be provided with any work and/or will have no business contact with all or any of the Group’s agents, employees, customers, clients, distributors and suppliers. During any period of suspension the Appointment will continue is traded and the Executive will continue to be bound by his obligations under this agreementapplicable laws, regulations, codes of practice in that jurisdiction). 3.3 The Executive must give to the Board such information regarding the affairs of the Group as it shall reasonably require. 3.4 The Executive must (unless prevented by ill-health or accident or otherwise directed by the Board) devote the whole of his time during normal business hours to the duties of the Appointment and such additional time as is necessary for the proper fulfilment of those duties. 3.5 The Executive must not accept any appointment to any office in relation to any body, whether corporate or not (other than a Group Company) or directly or indirectly be interested in any manner in any other business except: (a) as holder or beneficial owner (for investment purposes only) of any class of securities in a company if those securities are listed or dealt in on a Recognised Investment Exchange and if the Executive (together with his spouse, children, parents and parents’ issue) neither holds nor is beneficially interested in more than three per cent. of the securities of that class; or (b) with the consent in writing of the Company which shall not be unreasonably withheld but which may be given subject to any terms which the Company requires. 3.6 The Executive must not resign as a director of the Company, except at the request or direction of the Board.