Browse EX-10 agreements

INDEPENDENT DIRECTOR AGREEMENT

THIS INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”), dated as of [*], is by and between Smart Pointer Group Holdings Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), and [*], an individual (the “Director”) and shall become effective on the effective date of the registration statement of the Company’s initial public offering (the “Effective Date”).

RECITALS

WHEREAS, the Company desires to appoint the Director to serve on the Company’s board of directors (the “Board”) and the Director desires to accept such appointment to serve on the Board; and

WHEREAS, the Director may be appointed to serve as a member or chair of one or more committees of the Board.

AGREEMENT

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SMART POINTER GROUP HOLDINGS LIMITED

SHARE INCENTIVE PLAN

ARTICLE 1 PURPOSE

The purpose of this SMART POINTER GROUP HOLDINGS LIMITED Share Incentive Plan (the “Plan”) is to promote the success and enhance the value of SMART POINTER GROUP HOLDINGS LIMITED (the “Company”) by linking the personal interests of the members of the Board, Employees and Consultants who contribute to the success of the Company to those of Company shareholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to Company shareholders. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of members of the Board, Employees and Consultants upon whose judgment, interests and special efforts the successful conduct of the Company’s operation is largely dependent.

 

ARTICLE 2 DEFINITIONS AND CONSTRUCTION

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EXECUTIVE OFFICER AGREEMENT

THIS EXECUTIVE OFFICER AGREEMENT (this “Agreement”), dated as of [*], is by and between Smart Pointer Group Holdings Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), and [*], an individual (the “Executive Officer”).

AGREEMENT

 

1. Appointment. The Executive Officer was appointed as [*] on [*]. This Agreement serves to regulate the employment relationship between the Company and the Executive Officer from the closing date of the Company’s initial public offering. For the avoidance of doubt, this Agreement shall not affect the effectiveness of the appointment of the Executive Officer on [*]. The Company shall employ the Executive Officer and the Executive Officer shall diligently and faithfully serve the Company chief executive officer pursuant to the terms and conditions of this Agreement and subject to the amended and restated memorandum and articles of association of the Company, the rules and regulations of the National Association of Securities Dealers (“Nasdaq”) (to the extent

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BUSINESS PROMOTION CONSULTANT AGREEMENT

 

Agreement No.: ____

 

Date of Execution: ____ year ____ month ____ day

 

This Agreement is made and entered into on the date of execution set forth above by and between:

 

Client (Party A): Merry International Technical Services (Hong Kong) Limited

 

Business Registration No.: 69772907

 

(hereinafter referred to as “Party A”)

 

Service Provider (Party B): ____

 

Business Registration No.: ____

 

(hereinafter referred to as “Party B”)

 

RECITALS

 

WHEREAS, Party A is a company specializing in customized algorithm software development and data analytics;

 

WHEREAS, Party B is a consultant possessing professional knowledge and experience in marketing promotion strategy and business development;

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FORM OF DIRECTOR SERVICE AGREEMENT

 

This Director Service Agreement (this “Agreement”) is made and entered into as of ______, 2025 by and between Gold Stone Technical Inc., an exempted company formed under the laws of the Cayman Islands (the “Company”) and [DIRECTOR NAME], an individual resident of [JURISDICTION] (the “Director”).

 

WHEREAS, the Company appointed the Director effective immediately upon the United States Securities and Exchange Commission’s declaration of the effectiveness of the Company’s Registration Statement on Form F-1 (the “Effective Date”) and desires to enter into an agreement with the Director with respect to such appointment; and

 

WHEREAS, the Director is willing to accept such appointment and to serve the Company on the terms set forth herein and in accordance with the provisions of this Agreement.

 

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:

 

1. SERVICES

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Technical Development Services Agreement

 

Contract No.: ____

 

This Agreement is entered into by and between the following Parties for the purpose of specifying the particulars of the technical development services and the rights and obligations of both Parties. This Agreement shall take effect from the date of execution.

 

Party A (Commissioning Party): Merry International Technical Services (Hong Kong) Limited

 

Business Registration Number: 69772907

 

Party B (Service Provider): ____

 

Business Registration Number: ____

 

In view of Party A’s business development needs for technical development, and in reliance upon Party B’s professional capabilities and service qualifications in the technical field, and in accordance with the relevant laws and regulations, the Parties, through full consultation, hereby agree upon the following terms and conditions:

 

1. Scope and Content of Services

 

(1)

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BUSINESS PROMOTION SERVICES AGREEMENT

 

Agreement No.: ____

 

This Agreement is entered into by and between the following parties on December 22, 2025 in Hong Kong:

 

Party A (Principal): Merry International Technical Services (Hong Kong) Limited

 

Business Registration No.: 73231189

 

Party B (Agent): _____

 

Business Registration No.: _____

 

RECITALS

 

WHEREAS, Party A, for the purpose of business expansion, desires to engage Party B to provide marketing and promotion services; Party B possesses professional promotion capabilities and agrees to provide such services in accordance with the terms of this Agreement; and both parties, in accordance with the laws and regulations of Hong Kong, hereby enter into this Agreement to ensure compliance. Following mutual negotiation and agreement, the parties hereby agree upon the following terms and conditions:

 

ARTICLE 1 SCOPE OF SERVICES

 

1.1 Definition of Services: Party B shall provide Party A with marketing and promotion services, including but not limited to:

 

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Employment Agreement

 

This Employment Agreement (the “Agreement”) is effective on 1 day of March 2025 between Gold Stone Technical Inc. (the “Employer”) and Zhong Zhucheng, Passport Number: EL2084021 (the “Employee”).

 

Background

 

WHEREAS, Employer wishes to retain Employee for certain work-related services;

 

WHEREAS, Employee wishes to render such services to Employer.

 

NOW, therefore, in consideration of the promises and covenants contained herein, as well as other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Parties do hereby agree as follows:

 

1. Type of Employment

 

The Employee will be employed with the following position: Salary of HKD 50,000 per month will be paid every month before 7th day of the following month.

 

2. Position

 

Employer will employ Employee in the following position: Chief Executive Officer (“Position”). The Employer may change these duties and responsibilities during the course of the Employee’s employment.

 

3. Location & Schedule

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Mei Lin International Technical Services (Hong Kong) Limited

 

EMPLOYMENT CONTRACT

 

This Employment Contract is made between Merry International Technical Services (Hong Kong) Limited (hereinafter referred to as the “Employer”) and Mr. Hui Sai Wa, HKID: Z767727(9) (hereinafter referred to as the “Employee”). Both parties agree to comply with the following employment terms and conditions:

 

1

Commencement Date

 

With effect from 07 November 2024.

 

 

 

 

2

Position

 

Chief Operating Officer

The Employee shall observe and comply with the Employer’s business policies and directives. The Employee shall assume all responsibilities and duties appropriate to the position and shall use his best endeavours to serve the Company.

 

 

 

 

3

(i) Remuneration

 

The salary shall be:

HK$57,500 per month during the probationary period.

HK$60,000 per month upon confirmation of employment.

 

 

 

 

 

(ii) Discretionary Bonus

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Cloud Algorithm Service Platform Development Agreement

 

Contract No.: ____

 

Party A: ____

 

Business Registration No.: ____

 

Party B: Merry International Technical Services (Hong Kong) Limited

 

Business Registration No.: 69772907

 

In accordance with the provisions of relevant laws and regulations, and in the spirit of honesty, good faith, and mutual benefit, and following friendly negotiations between both Parties, the Parties have reached a cooperation intention regarding Party A’s engagement of Party B to develop the Cloud Algorithm Service Platform. This Agreement is hereby executed for mutual compliance.

 

1. Development Content

 

Party B agrees to and accepts Party A’s engagement to customise and develop the corresponding Cloud Algorithm Service Platform based on Party B’s existing Cloud Algorithm Service Platform Standard Edition, in accordance with Party A’s functional modules and other business requirements, and to provide development, installation, maintenance, and other services for the Cloud Algorithm Service Platform.

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Employment Agreement

 

This Employment Agreement (the “Agreement”) is effective on 25 day of March 2025 between Gold Stone Technical Inc. (the “Employer”) and Tsang Hung Leung Alan, HKID: D676431(3) (the “Employee”).

 

Background

 

WHEREAS, Employer wishes to retain Employee for certain work-related services;

 

WHEREAS, Employee wishes to render such services to Employer.

 

NOW, therefore, in consideration of the promises and covenants contained herein, as well as other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Parties do hereby agree as follows:

 

1. Type of Employment

 

The Employee will be employed with the following position: Salary of HKD 30,000 per month will be paid every month before 7th day of the following month.

 

2. Position

 

Employer will employ Employee in the following position: Chief Financial Officer (“Position”). The Employer may change these duties and responsibilities during the course of the Employee’s employment.

 

3. Location & Schedule

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EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of [*] by and between ChainOn Group Limited, a company incorporated under the laws of Cayman Islands with limited liability (the “Company”), and [*], an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its subsidiaries (collectively, the “Group”).

 

RECITALS

 

(A)

The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below).

 

 

(B)

The Executive desires to be employed by the Company during the term of Employment and upon the terms and conditions of this Agreement.

 

AGREEMENT

THE PARTIES HERETO AGREE as follows:

 

1.

POSITION

The Executive hereby accepts the position of Director and [Position] of the Company (the “Employment”).

 

2.

TERM

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