Browse EX-10 agreements

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Exhibit 10.12

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SMART KREATE GROUP LIMITED

2026 EQUITY INCENTIVE PLAN

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(Adopted by the Board of Directors on [DATE] and effective as of the Acquisition Closing)

Article I

PURPOSE

Section 1.01 The purpose of the 2026 Equity Incentive Plan of SMART KREATE GROUP LIMITED (the “Plan”) is to promote the success and enhance the value of SMART KREATE GROUP LIMITED, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), by linking the personal interests of the Directors, Employees, and Consultants (each as defined below) to those of the Company’s shareholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to the Company’s shareholders. The Plan is also intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of Directors, Employees, and Consultants upon whose judgment, interest, and special effort the successful conduct of the Company’s operations are largely dependent.

Article II

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CONTRACTING SERVICES AGREEMENT

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This Contracting Services Agreement is made on 1 January 2023 between the following parties:

	1.	K-ESG (HK) COMPANY LIMITED

Address: 16/F, Kerry Cargo Centre, 55 Wing Kei Road, Kwai Chung, New Territories

Tel: [●]

(“K-ESG”)

	2.	TIMES EXPRESS LIMITED

Business Registration No.: 72083694

Original Address: 17/F, Chinbest International Centre, 8 Kwai On Road, Kwai Chung, New Territories

Tel: 2573 8823

(“Contractor”)

K-ESG and the Contractor are hereinafter collectively referred to as the “Parties” and individually as a “Party”.

The Parties agree as follows:

1. Scope of Contracted Services

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1.1 The Contractor agrees, in accordance with the terms of this Agreement, to provide logistics and/or manpower services to K-ESG and/or its customers, including but not limited to:

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EXCLUSIVE AGENCY CONTRACTING AGREEMENT

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This Contracting Agreement is made on 23 March 2022 between:

(1) Rich Sky Logistics Limited

Certificate of Incorporation No.: 1735560

Business Registration No.: 59710860

Address: Room B, 17/F, China International Centre, 8 Kwai On Road, Kwai Chung, New Territories, Hong Kong

Telephone: +852 3954 5505

(“Rich Sky”)

and

(2) Times Express Limited

Certificate of Incorporation No.: 2963379

Business Registration No.: 72083694

Address: Room A, 17/F, China International Centre, 8 Kwai On Road, Kwai Chung, New Territories, Hong Kong

Telephone: +852 2573 8823

(“Times Express”)

Rich Sky and Times Express are hereinafter collectively referred to as the “Parties” and individually as a “Party”.

The Parties agree as follows:

1. Scope of Contracted Services

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1.1 Rich Sky agrees, in accordance with the terms of this Agreement, to appoint Times Express as its exclusive logistics services contractor to provide logistics services to Rich Sky and/or all of its customers, including but not limited to:

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CONVERTIBLE LOAN AGREEMENT

This convertible loan agreement (the “Loan Agreement”) is entered into on ____________.

Between:

(1) Smart Kreate Group Limited, a private company limited by shares, incorporated and registered in the British Virgin Islands, with registration number 2136895 and having its registered office at Unit 8, 3/F., Qwomar Trading Complex, Blackburne Road, Port Purcell, Road Town, Tortola, British Virgin Islands, VG1110 (the “Company”); and

(2) Caelus Global Venture 2 Limited, a private company limited by shares, incorporated and registered in the British Virgin Islands, with registration number 2150673 and having its registered office at Unit 8, 3/F., Qwomar Trading Complex, Blackburne Road, Port Purcell, Road Town, Tortola, British Virgin Islands, VG1110 (the “INVESTOR”), each a “party” and, together, the “parties.”

Background:

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CONTRACTING SERVICES AGREEMENT

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This Contracting Services Agreement is made on 14 April 2020 between the following parties:

	1.	KERRY EXPRESS (HONG KONG) LIMITED

Address: 3/F, Yeung Yiu Chung (No. 6) Industrial Building, 19 Cheung Shun Street, Lai Chi Kok, Kowloon

Tel: 3513 0888

(“KEX”)

	2.	H2N Limited

Business Registration No.: 62433704-000-12-19-7

Address: 16/F, Kerry Cargo Centre, 55 Wing Kei Road, Kwai Chung

Tel: [●]

(“Contractor”)

KEX and the Contractor are hereinafter collectively referred to as the “Parties” and individually as a “Party”.

The Parties agree as follows:

1. Scope of Contracted Services

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1.1 The Contractor agrees to provide logistics and/or manpower services to KEX and/or its customers in accordance with this Agreement, including but not limited to:

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