HoldCover Insurance Brokers Limited (Business Registration No.:70321266)【Party A】

And

The Referrer (Name and ID/Passport/BR No. to be referred to the entity with the respective Referrer Code assigned by Party A)【Party B】

Both parties agree to sign this Agreement (“the Agreement”) with regard to the rights and obligations as follows:

Article 1: Effective Date of the Agreement

The Agreement is effective from the date Party B signs on or express his/her acceptance, with 1st January of each year as the annual commencement date and 31st December as the annual settlement date.

The Agreement is valid for one year from the signing date. If no written objection is raised by both parties after the expiry date of the Agreement, the Agreement will be automatically extended for another year and so on.

Article 2: Scope of the Agreement

1. According to Article 3(B) below, Party B can only engage in client referral activities.

2. For any client referred by Party B, the client shall pay the premium fees in person and forward all transaction data to Party A. Party B shall not handle any transaction data or any premium fees for the client.

3. All personal information and any correspondences/documents between Party A and the client shall be treated as strictly confidential and shall not be given to the third parties without any written consent of the client.

4. Party A reserves the rights to refuse any application to purchase insurance by the client.

5. Party B shall fulfill its obligation in the Agreement. Party B shall abide by the agreed contents of the Agreement in relation to all conduct. If there is any violation, Party B shall be responsible for all resulting losses or expenses for the client. Party A shall not bear any legal responsibility.

6. Neither Party A nor Party B shall unlawfully use the name of the other party. If any damage is caused to the other party as a result, the defaulting party shall compensate the other party for all losses and shall bear all possible legal liabilities.

Article 3: Regulations on Conduct

1. A. Party B shall not commit the following acts, otherwise Party B shall be held solely responsible. Party A also reserves the right to terminate the Agreement and claim against Party B for all losses.

1. Unauthorized use of Party A's name in advertisements or other public promotions;

2. Unauthorized use of Party A's trademark, company logo, or self-printed business card in the absence of written approval of Party A; and

3. Signing any contract using the name of Party A.

2. B. In addition, both parties shall comply with all then applicable laws, rules and regulations of relevant regulatory authorities in Hong Kong and in the PRC, including, inter alia, (i) the requirements under Section 64G of the Insurance Industry Ordinance (Chapter 41 of the Laws of Hong Kong) that Party B shall not directly introduce the insurance products to the referred client, provide relevant information or perform regulated activities. Party B's sole responsibility is to refer client to Party A. Party B shall abide by the agreed contents of this Agreement for its conduct. If there is any violation, Party B shall be responsible for any losses or expenses for the client and Party A shall not be responsible for any legal responsibility. However, if the referred client suffers losses due to the purchase of the products sold by the Party A, Party B will not bear any legal liability; and (ii) in accordance with the requirements of Section 5.5 of the Hong Kong Insurance Authority's Code of Conduct for Licensed Insurance Brokers, for any client referred by Party B to Party A, Party A shall inform the referred client the following before arranging any insurance policies for the referred client:-

1. Party A will be responsible for arranging the insurance policy and, for this purpose, the client should only deal directly with Party A (i.e. the client should not deal with Party B for arranging the insurance policy);

2. Party B does not represent Party A and should have no involvement in the arrangement of the insurance policy;

3. Party A disclaims all liability for any advice in relation to the insurance policy given to the client by Party B; and

4. Premium for the insurance policy should be paid directly either to Party A or the insurer concerned (and not to Party B).

Article 4: Termination of the Agreement and Obligations

1. If Party B (i) fails to successfully refer any client to Party A within six months from the date of the Agreement; (ii) there is a change of controlling shareholder(s), senior management, authorized bank representative and/or change of directorship of Party B; or (iii) during the term of the Agreement Party A finds that the background of Party B does not legally qualified for being a referrer, Party A shall have the right to terminate the Agreement unilaterally.

2. During the term of the Agreement, either party can notify the other party in one month advanced written notice to terminate the Agreement.

3. If Party B is in breach of any term of the Agreement, Party A shall terminate the Agreement immediately and reserve the rights to claim all losses against Party B.

Article 5: Supplemental Terms

1. Both parties agree on the referral fees as attached in the Schedule hereto (subject to subsequent amendment as agreed).

2. Both parties agree to revise the Agreement to amend the commercial terms at any time by written notice. Alternatively, if the Agreement needs to be amended due to amendment of laws or regulations, Party A can unilaterally notify Party B by email describing all updates in laws and regulations and the corresponding amendment in the Agreement. Both parties agree that the above arrangement shall have legal effect between the parties.

Article 6: Obligations of Party B

1. Party B shall file any tax return on its own for any jurisdiction of all taxable profit.

2. Party B shall have the obligation to file any tax return on its own under the Inland Revenue Ordinance of Hong Kong. Party A shall not disclose the relevant information to any other party. Party A shall keep all relevant accounting record of Party B for any possible investigations by the Hong Kong Government.

3. Party B shall notify Party A forthwith for all future change of controlling shareholder(s), senior management, authorized bank representative and/or change of directorship.

4. Party B shall assist Party A for all due diligence work against Party B.

Article 7: Effectiveness of the Agreement

The Agreement describes all understandings between the parties and supersedes all previous oral and written commitments. If any term of the Agreement contradicts with previous oral and written agreement, the Agreement shall prevail.

Article 8: Governing Laws and Jurisdiction

The Agreement shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region. Both parties agree to accept the non-exclusive jurisdiction of the Hong Kong courts. Matters not covered in the Agreement will be handled in accordance with the relevant laws and regulations of Hong Kong.

According to the Prevention of Bribery Ordinance of Hong Kong, Party B shall not engage in any arrangement that is contrary to the interest of any company, and should avoid any kind of relationship which shall be in potential conflict of interests position with its principal. If any of the above violations are found, the Agreement will terminate immediately and Party B shall be liable for all relevant responsibilities and shall compensate for the losses of Party A. Also, both parties shall disclose to all referred clients and get the referred clients’consent on Party B’s receiving of the referral fees as described in the Agreement.

Article 9: Execution and Delivery of the Agreement

This Agreement shall be executed in electronic copy for which Party B registers and “Submit” on Party A’s official website.

Article 10: Contracts (Rights of Third Parties) Ordinance (Cap.623)

According to the Contract (Rights of Third Parties) Ordinance (Cap.623), any party not a signing party to the Agreement shall not have the right to enforce any term and/or derive any benefit of the Agreement.

Appendix: Referral Fee Schedule – Professional Account (Effective: 1 September 2023)

This Schedule forming part of the Referral Agreement and Holdcover Insurance Brokers Ltd. (“The Company”) reserve the rights to make subsequent amendments.

This Schedule applies to the below listed insurance products that could be quoted and completed transactions via the broker service of the Company.

*Referral reward is expressed as “Hold Dollars” (“HD”). Referral reward is calculated based on the invoiced paid premium excluding any applicable levy and tax.

Example:

Referrer A referred Client B to purchase a Home insurance through online broker service of Holdcover Insurance Brokers Ltd.

Policy effective date: 1 September 2023

Invoiced premium: HK$1,000 + 0.1% levy = HK$1,001

Referral Reward: 30%

Assuming premium increases by 2% for the coming year and same Promo Code is used. The premium paid by Client B and respective referral reward entitled by Referrer A will be as follows:

NOTE:

1. A Referrer Code is assigned to each referrer and client must enter this Code before quotation acceptance confirmation in order to entitle the HD.

2. Referral reward is expressed as “Hold Dollars” (“HD”). Each HD is equivalent to HK$1.00.

3. Entitled HD of each successful case will be credited to Referrer’s account within three (3) working days upon receipt of client’s premium settlement and the policy become effective. The earned HD could be used to offset future insurance purchase via Holdcover Insurance Brokers Ltd. or redeemed rewards (Threshold of 1000 HD accumulation is required for rewards redemption).

4. The earned HD will be expired by the end of next year. All earned HD will be forfeited after expiry date.

   • Example 1: HD earned on 15-Jan-2023 => Expiry date will be on 31-Dec-2024.
   • Example 2: HD earned on 20-Nov-2023 => Expiry date will be on 31-Dec-2024

5. Referrer will entitle HD only at the inception/ renewal of the insurance policy. Subsequent endorsement(s) during the policy year will not entitle any HD.

6. The entitled HD shall be subject to recovery or clawback by The Company. That is, if an insurance policy is cancelled within 30 days after policy inception, The Company has the rights to call back the respective referral fee and/or HD paid out to the referrer.

7. Upon policy renewal, Referrer will entitle HD subject to the client has provided the respective Referral Code when he/she confirm renewal and successful premium payment.

8. After the Referrer successfully referred a client to register with the Company, for every purchase the client makes via the broker service of the Company without using any Referrer Codes, the Account Opening Referrer will entitle 5% referral reward (based on the premium after discount and before tax). However, if the referred client has no purchase with the Company for 12 consecutive months, such Referrer-Referee relationship will be terminated automatically. The Account Opening Referrer will not entitle any extra rewards even the client make purchase afterward.

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