This document is for FT CCT SG9 (Bank Financing 2)

Dated 16 December 2022

MASTERPIECES & MIRACLES LIMITED

in favour of

ALEXANDER SMITH

____________________

DEED OF CHARGE
_____________________

C&C Solicitors
1380 Times Centre
Hong Kong SAR

(Ref: LB/40686/kng)

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THIS DEED is made on 16 December 2022

BY:

(1) MASTERPIECES & MIRACLES LIMITED, a company incorporated in Hong

Kong whose registered office is at Room 1803, Worldwide Finance Centre,
Causeway Bay, Hong Kong (“the Company”)

IN FAVOUR OF:

(2) ALEXANDER SMITH of 33 Trudeau Road, Toronto, Ontario, Canada (“the

Lender”).

WHEREAS:

(A) The Lender is the registered and beneficial owner of 20% of the issued capital
of the Company.

(B) As at the date of this Deed, the Company is indebted to the Lender in the
aggregate sum of HK$1,500,000 by way of shareholder’s loan (“Existing
Shareholder’s Loan”).

(C) The Company has requested that the Lender advance a further sum of
HK$3,500,000 to it by way of additional shareholder’s loan (“Additional
Shareholder’s Loan”).

(D) The Lender is agreeable to advancing the Additional Shareholder’s Loan to the
Company as requested, subject to the Company executing this Deed in favour
of the Lender.

NOW THIS DEED WITNESSETH as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 In this Deed, in addition to the above definitions and except where the context
otherwise requires, the following expressions shall have the following meanings:-

“Charged Assets” such assets of the Company as are described in

Clause 3.1;

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 “Event of Default” any one or more of the events described in Clause
6.1;

“Hong Kong” the Hong Kong Special Administrative Region of

the People’s Republic of China;

“Receiver” the Receiver appointed under this Deed or under

powers conferred by any ordinance or otherwise;

“Secured Indebtedness” all amounts which are now or may at any time in
the future be or become due or owing from time to
time by the Company to the Lender, whether by
way of principal, interest, costs, expenses or
otherwise, under or in connection with the Existing
Shareholder’s Loan and/or the Additional
Shareholder’s Loan.

1.2 References to “Company” and “Lender” include, where the context admits, their
respective successors and assigns.

2. ACKNOWLEDGMENT AND COVENANT FOR PAYMENT

2.1 The Company acknowledges that it is indebted to the Lender in the sum of
HK$1,500,000 by way of the Existing Shareholder’s Loan, which is interest free and
repayable immediately on demand.

2.2 In consideration of the Lender advancing to it the sum of HK$3,500,000 by way

of Additional Shareholder’s Loan on or before 20 December 2022, the Company:-

(a) agrees to pay interest at the rate of 12% per annum on the Additional
Shareholder’s Loan for so long as the Additional Shareholder’s Loan remains
outstanding (all accrued interest to be paid by the Company to the Lender on the
20th day of each calendar month); and

(b) covenants to repay the Additional Shareholder’s Loan to the Lender on 20

December 2024 or immediately upon the Lender serving a notice on the
Company, declaring that an Event of Default has occurred under Clause 6.2
(whichever is the earlier).

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(c) If a payment by the Company under this Deed becomes payable on a day other
than a banking day, it shall be paid instead on the immediately following
banking day. For the purpose of this Deed, a “banking day” means a day
(other than Saturdays and public holidays) on which commercial banks in
Hong Kong are open for normal banking business.

3. CHARGES BY WAY OF SECURITY

3.1 In consideration of the Lender advancing to the Company the Additional

Shareholder’s Loan, the Company, as beneficial owner, charges to the Lender by
way of first floating charge, the undertaking and all the property, assets, benefits,
rights and interests of the Company, whatsoever and wheresoever situate, both
present and future, as continuing security for the due and punctual payment and
discharge of the Secured Indebtedness.

3.2 The floating charge created by this Deed shall immediately crystallise, attach to
and become a fixed charge upon all the Charged Assets upon the Lender serving a
notice on the Company under Clause 6.2 declaring the occurrence of an Event of
Default, or by the Lender appointing a Receiver (whichever is the earlier).

4. FURTHER ASSURANCES

The Company covenants that, if and when so required by the Lender, it will
execute such further legal or other mortgages, charges, pledges, assignments or other
securities in favour of the Lender as the Lender may require in respect of all or any of
the Charged Assets, to secure the Secured Indebtedness or to facilitate the realisation
of any of the Charged Assets or the exercise by the Lender or a Receiver appointed
under this Deed of any of their powers under this Deed.

5. COVENANTS

The Company covenants and declares that:

5.1 it will not, without the prior consent of the Lender, create any encumbrance or
security interest upon, or permit any encumbrance or security interest to arise on or
affect, any part of the Charged Assets; and

5.2 it will not, without the prior consent in writing of the Lender, sell or dispose or
attempt or agree to sell or dispose of the whole or any part of the Charged Assets

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(except in the case of stock in trade which may be sold for fair value in the usual course
of trading).

6. EVENTS OF DEFAULT

6.1 Each of the following shall constitute an Event of Default:-

(a) the Company fails to pay on the due date any money payable by it from time to
time to the Lender;

(b) the Company fails to perform, observe or comply with any term, condition,
covenant or provision of this Deed;

(c) the Company fails to pay or discharge on the due date any money or liability
payable by it;

(d) a petition is presented or an order is made or a resolution is passed or analogous

proceedings are taken for the winding up of the Company, or if a notice is issued
convening a meeting for the purpose of passing any such resolution (save for
the purpose of an amalgamation or reconstruction not involving or arising out
of insolvency);

(e) any judgment or order made against the Company is not complied with within
21 days or if an execution, distress, sequestration or other process is levied or
enforced upon or sued out against any part of the undertaking, property, assets
or revenues of the Company;

(f) the Company becomes or is deemed to be insolvent or unable to pay its debts
within the meaning of Section 178 of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance, Cap. 32 of the laws of Hong Kong (or its
equivalent provision under such other legislation which may be in force in Hong
Kong at the time applicable to the winding up of companies) or the Company
enters into any composition or arrangement with its creditors generally or any
class of its creditors; or

(g) a receiver is appointed over all or any of the assets of the Company.

6.2 Upon the occurrence of an Event of Default, the Lender shall be entitled to serve
a notice on the Company declaring that an Event of Default has occurred, whereupon:-

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(a) the Secured Indebtedness shall become immediately due and payable by the
Company, without any further notice or demand; and

(b) the security created by this Deed shall become immediately enforceable, without
any further notice or demand, and the Company may not in any way deal with
any of the Charged Assets except with the Lender’s consent.

7. RECEIVERSHIP

7.1 At any time after the Lender has served a notice on the Company under Clause
6.2 declaring the occurrence of an Event of Default, the Lender may appoint a person
to be a Receiver of the Charged Assets, or any part thereof, and may remove any
Receiver so appointed and appoint another in his place.

7.2 A Receiver so appointed shall be the agent of the Company who alone shall be
solely responsible for his acts or defaults and for his remuneration.

7.3 A Receiver so appointed shall have power:

(a) to take possession of, collect and get in all or any of the Charged Assets, and to
take any proceedings in the name of the Company or otherwise as may seen
expedient;

(b) to carry on or authorise or concur in carrying on the business of the Company,

or any part thereof, and to manage and conduct the business of the Company
(including power to develop properties) without being responsible for loss or
damage, and for such purposes to raise money on the security of all or any part
of the Charged Assets in priority to this security or otherwise;

(c) whether forthwith or later, to sell by public auction or private contract, let,
surrender or accept surrenders, grant leases, tenancies or licences or otherwise
dispose of or deal with all or any of the Charged Assets for such consideration
or on such terms and conditions as he may think fit with full power to convey
or otherwise transfer such Charged Assets in the name of the Company;

(d) to promote the formation of companies with a view to the same purchasing all
or any of the Charged Assets or otherwise;

(e) to make any arrangement or compromise or enter into any contracts which he
considers expedient in the interests of the Lender;

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(f) to make and effect all repairs, renewals and improvements and to maintain,
renew, take out or increase insurance;

(g) to appoint managers, agents, officers, servants and workmen for any of the
aforesaid purposes at such salaries and for such periods as he may determine
and to dismiss the same;

(h) to make calls conditionally or unconditionally on the members of the Company

in respect of uncalled capital with the same powers of enforcing payment of any
calls so made as are by the articles of association of the Company conferred
upon the Directors thereof and to the exclusion of the Directors’ powers in that
behalf; and

(i) to do all such other acts and things as may be considered to be incidental or
conducive to any of the matters or powers referred to above and which he
lawfully may or can do as agent for the Company or otherwise, and to use the
name of the Company for all or any of the purposes stated above with full power
to convey, assign and transfer any property or assets sold in the name of the
Company or otherwise.

8. SALE OF CHARGED ASSETS

8.1 No restrictions imposed by any applicable law on any immediate or other power
of sale or on the consolidation of mortgages or charges or other securities shall apply
to this Deed.

8.2 Any sale or other disposition by the Receiver appointed under this Deed may be
made upon such terms as to indemnity as the Receiver sees fit.

8.3 Upon any such sale or other disposition and upon any other dealing or
transaction under the provisions of this Deed, the receipt of the Receiver appointed
under this Deed for the purchase money of the property or asset sold or for any other
money paid to or other consideration received by him shall effectually discharge the
purchaser or person paying or giving the same who shall not be concerned to see to the
application or being answerable for the loss, non-application or misapplication thereof.

8.4 No purchaser or other person shall be bound or concerned to see or enquire

whether the right of the Lender or the Receiver to exercise any of the powers conferred
by this Deed has arisen or not, or be concerned with notice to the contrary or with the
propriety of the exercise or purported exercise of such powers.

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8.5 Neither the Lender nor the Receiver appointed under this Deed shall be
answerable for any losses which may arise in the exercise or non-exercise of any of
their powers nor shall they be liable by reason of any entry into possession of all or any
part of the Charged Assets to account as mortgagee in possession or be liable for any
loss on realisation or for any default or omission for which a mortgagee in possession
may be liable.

9. APPLICATION OF PROCEEDS

All monies received or recovered by a Receiver appointed under this Deed

and/or by the Lender pursuant to this Deed shall, subject to any claims ranking in
priority to the Secured Indebtedness to the extent of such priority, be applied:-

(a) first, in or towards the payment of the fees and remuneration of, and all
other costs, charges, expenses and liabilities incurred by, the Lender
and/or any Receiver appointed under this Deed;

(b) secondly, in payment to the Lender for application in or towards the

payment and discharge in full of the Secured Indebtedness; and

(c) thirdly, as to the surplus (if any) to the person or persons entitled to it;

and so that any application of monies under (a) or (b) above shall be made on such
basis and in such order as the Lender may in its absolute discretion from time to time
determine (and shall override any purported appropriation by any person to the
contrary) and provided that all or any such monies may in the absolute discretion of
the Lender be credited to any suspense account and may be held in such account for so
long and in such manner as the Lender may think fit and a Receiver appointed under
this Deed may retain the same for such period as he may consider expedient.

10. POWER OF ATTORNEY

The Company, by way of security, irrevocably appoints the Lender and

separately any Receiver appointed under this Deed severally to be its attorney (with
full power to appoint substitutes and to sub-delegate) and on behalf of and in the name
of the Company and as its act and deed or otherwise, to execute, seal and deliver and
otherwise perfect and do all such deeds, assurances, agreements, instruments, acts and
things which may be required for or deemed proper in connection with the full exercise
of the powers conferred by this Deed by the Lender or by a Receiver appointed under
this Deed or to give full force and effect to the covenants, undertakings, terms and

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conditions contained in this Deed. The Company ratifies and confirms and agrees to
ratify and confirm any deed, document, act or thing which any such attorney may
lawfully execute or do.

11. TRUSTEESHIP

The Company declares that, as and when the security created by this Deed shall
become enforceable, it will hold all the Charged Assets (subject to the Company’s right
of redemption) upon trust to convey, assign, transfer or otherwise dispose of or deal
with the same in such manner and to such person as the Lender shall direct, and
declares that it shall be lawful for the Lender to appoint new trustees of the Charged
Assets, or any part thereof, from time to time in place of the Company or in place of
any trustee appointed under this power.

12. CONTINUING SECURITY

12.1 This Deed is a continuing security and shall secure the whole of the Secured
Indebtedness and is in addition to, shall not be effected by nor merge with and may be
enforced despite the existence of and without demand, notice, legal process or any
other action under, any other guarantee or security held by or available to the Lender.
The Company agrees to be bound by this Deed notwithstanding that any other person
intended to execute or to be bound by any other security or guarantee may not do so or
may not effectually be bound and notwithstanding that such other security or guarantee
may be determined or be or become invalid or unenforceable, whether or not the
deficiency is known to the Lender.

12.2 Any release, discharge or settlement under this Deed shall be conditional upon
no payment of the Secured Indebtedness by the Company, or any other person being
avoided, reduced or repaid for any reason and the Lender shall be entitled to enforce
this Deed if such condition is not fulfilled as if such release, discharge or settlement
had not occurred.

13. NO WAIVER AND REMEDIES CUMULATIVE

No failure to exercise, nor delay in exercising, on the part of the Lender or a Receiver
appointed under this Deed, any power, right or remedy under this Deed shall operate
as a waiver thereof nor shall any single or partial exercise or waiver by the Lender or
any such Receiver of any power, right or remedy preclude its further exercise or the
exercise of any other power, right or remedy. The rights and remedies provided in this
Deed are cumulative and are not exclusive of any rights or remedies provided by law.

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14. WARRANTIES

The Company represents and warrants to the Lender that neither the execution
of this Deed nor the creation of any of the charges contained in this Deed contravenes,
or is inconsistent or in conflict with, any provision of its constitutional documents or
any applicable enactment, law, decree, order, regulation, license, franchise, consent,
permit, security, instrument, Deed or document binding upon or affecting the
Company or any of its undertaking, property, assets or rights.

15. COSTS AND EXPENSES

The Company shall pay to the Lender on demand all costs and expenses incurred
by the Lender or the Receiver appointed under this Deed in relation to the exercise or
enforcement of any powers, rights or remedies conferred by this Deed, or the
preservation, recovery or realisation of all or any part of the Charged Assets.

16. NOTICES

Any notice under or in connection with this Deed shall be in writing delivered
personally or by prepaid letter or by fax to such address or fax number as follows:

To the Lender:

Address: Alexander Smith

33 Trudeau Road, Toronto, Ontario, Canada
Fax no.: 1-625-24588034

(with a copy to Alexander Smith at Room 2305, Block 2, The Parkview, Hong Kong,
Fax no.: 2958 6576)

To the Company:

Address: Masterpieces & Miracles Limited

Room 1803, Worldwide Finance Centre, Causeway Bay, Hong Kong
Fax no.: 2121 5678
Attention: Mrs Katie Wong

and such notice shall be deemed to have been received, in the case of a letter, when
delivered personally or seven days after it has been posted by airmail and in the case
of a fax, at the time of despatch provided that, if the date of despatch is not a business

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day in Hong Kong, it shall be deemed to have been received at the opening of
business on the next business day.

17. SEVERABILITY

Any provisions contained in this Deed prohibited by or are unlawful or

unenforceable under any applicable law applied by any court of competent
jurisdiction shall, to the extent required by such law, be severed from this Deed and
rendered ineffective so far as is possible without modifying or affecting the validity
of the remaining provisions of this Deed.

18. RIGHTS OF THIRD PARTIES

Unless otherwise provided to the contrary in this Deed, the Contracts (Rights of
Third Parties) Ordinance (Cap. 623 of the laws of Hong Kong) shall not apply to this
Deed, and a person who is not a party to this Deed may not enforce or enjoy the benefit
of any provision of this Deed.

19. LAW AND JURISDICTION

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

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IN WITNESS of which this Deed has been duly executed by the parties on the date
first above written.

The Company:

EXECUTED as a deed by ) (Common Seal affixed)

MASTERPIECES & MIRACLES LIMITED )
by John Wong, Director and Katie Wong, ) John Wong
Director executing on its behalf )
in the presence of: ) Katie Wong

Lo Ban
Lo Ban
Solicitor, Hong Kong SAR
C&C Solicitors

The Lender:

SIGNED by Alexander Smith ) Alex Smith

in the presence of: )

Lo Ban
Lo Ban
Solicitor, Hong Kong SAR
C&C Solicitors

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