THE CORPORATE CONTRACT

PROVIDING CONTENTS (short codes)

No: 0104/2019/HĐHT-SMS/AMS-ITEL

The corporate contract providing content services based on Mobile information network (the
contract) is made and signed on 1stApril, 2019 between:

Party A: AMS Joint Stock Company

Business registration certificate No: 0106074763

Address: Floor 2, Au Viet Building, 1 Le Duc Tho, Mai Dich Ward, Cau Giay District, Ha Noi,
Viet Nam

Tel (04) 3795 6622 Fax: (04) 3795 6611

Bank account 0121100660007

Opened at Military Bank – Tu Liem Transaction Office, Ha Noi

Tax number 0106074763

Representative Mr Luu Van Huy

Position The deputy general manage officer

And

Part B: ITEL MOBILE LIMITED COMPANY

Business registration certificate No: 63023453-000

Address RMS 05-15, 13A/F South Tower, World Finance CTR, Harbour City, 17
Canton RD, TST, KL, Hong Kong

Tel +852-31534356

Bank account 848-622-098-838

Opened at HSBC Hong Kong

Tax number 63023453-000

Representative LEI WEI GUO

Position General Director

As:

 Party A is an enterprise operating in the field of providing mobile content services,

owning sub numbers for sub services, having infrastructures connected with mobile
operators in Vietnam which are Vinaphone, Mobifone, Viettel, and Vietnamobile ...
 Party B is the owner of its own mobile phone brand, including:……, has the right to
conclude the contract, implement an installation and earn profits from mobilephones
owned by Party B.

Both Parties to the Contract hereby agree to the conditions and terms as follows:
I. ARTICLE 1: THE PURPOSE OF THE CONTRACT
 Party A and Party B agree to a cooperation agreement on the basis of equality, reciprocity
and mutual benefit to exploit and provide the content services to customers through the
installation of application syntax on mobile devices that Party B supplies to the market in
the form of wholesale or retail based on the use of the short codes and technical
infrastructures of the Party A to transfer the contents and services to customers on the
Party B’s mobile devices.
 During the implementation process, if any content service incurs, both parties will agree
with each other in writing (by signing new corporate agreements). These new agreements
will be made as the Contract Appendix and be considered an integral part of this
corporate contract.
II. ARTICLE 2: DEFINITIONS AND INTERPRETATIONS
 Sub services: Sub services on mobile information network allows customers who are
subscribers to use content services within a certain time period. So as to use the service,
the customer will only need to register a service package only once and he/she will be
notified to confirm to re-register by the date that the package is expired. The customer
 can choose any service that he/she would like to receive and require to stop the service at
anytime.
 Sub service business: both parties coordinate to install the syntax to register the service
on mobile devices that Party B provides and supplies to the market.
 Sub service registration: is the manipulation that the customer writes a text message
according to the registration syntax then sends it to the service short code and or click the
registration menu integrated on Party B’s mobile devices.
 Using the service: after registering the service successfully, the system will send a text
message including service informations to customers daily via SMS.
 Service cancellation: is the manipulation that the customer write a text message
according to the cancellation syntax then sends it to the service short code to end the
process of using the service.
 User guide: is the manipulation that the customer writes a text message according to the
registration syntax then sends it to the service short code and or click the registration
menu integrated on Party B’s mobile devices.
 Customer revenue: is the revenue incurred from the subscribers registering to use the
service, the duration is from registration to cancellation.
 Shared revenue (Revenue after telcos): is equal to customer revenue minus the revenue
that telecommunication carriers earn based on the division rate. This shared revenue is
divided for both parties according to the agreed ratio in the attached Annexes.

III. ARTICLE 3: THE CONTENT OF THE CONTRACT

 The detailed scenarios and user guide for each service will be agreed by both parties
before officially providing the service.
 Both parties commit to implement the contract according to the terms of the agreements,
regulations and procedures in the appendices attached.
 Appendices are an integral part of this contract, including:
 Appendix I: Lottery sub-service cooperation
 Appendix II: Agricultural sub-service cooperation
 Appendix III: Football sub-service cooperation
And other appendices added by the two parties after the agreement has been signed.
IV. ARTICLE 4: DURATION AND TERMINATION CLAUSE
1. Duration
 The contract will be valid for a term of 24 months from the effective date.
 After 24 months, if there is no petition from both parties, this contract shall
automatically extend for an additional term of 12 months on the same terms and
conditions provided herein. All petitions must be made in writing and notified to
the other party within 30 days prior to the expiration date.
2. Termination clauses
 The contract shall be terminable by an occurrence of one of the following
reasons: natural disasters, fires, wars and both parties are not obliged to
implement the terms of this contract.
 If a party unilaterally terminates the contract, they need to announce to the other
party 30 days prior written notice of the termination.
V. ARTICLE 5: RIGHTS AND OBLIGATIONS OF THE PARTIES
1. Party A’s rights and obligations
 Providing technical solutions for systems. Being responsible for the expenses
related to investment in hardwares, softwares and system maintenance costs.
 Providing the codes (numbers), registration codes which shall serve for the
business, registration and cross-checking.
 Being responsible for declaring, opening codes, writing software for receiving
messages, processing messages, routing messages at servers.
 Being responsible for building/ providing tools for statistics, cross-checking and
service management.
 Being responsible for establishing and maintaining the necessary connection links
from the Party A's system to the Network Service Providers (NSPs) according to the
model agreed by both parties.
 Building, deploying, maintaining the system; ensuring the operation stable to
meet the conditions of exploitation and the use of services for customers within the
scope of responsibility of Party A.
 Coordinating with Party B to promote and introduce service information to
customers.
  Being responsible for charging, cross-checking and collecting charges from
network operators (network service providers).
 Being responsible for cross-checking and making a payment to Party B according
to the terms of the contract.
 Providing the service contents to customers in accordance with the scenario
agreed by both parties.
 Being completely responsible for the legality as well as ensuring intellectual
property rights or business rights of services provided by Party A to customers of
Party B.
 Being responsible for solving all customer complaints. Being responsible for
customers and Government Agency for the quality of contents, compensation for
incurred damages (if any) from the quality of services provided according to the
contract.
 Being responsible for carrying out other tasks as stated in the attached appendix.
 Party A is responsible for instructing and training Party B on the entire content
services of Party A to ensure the provision and installation of services to customers
are smooth, effective in accordance with the service scenario.
 Both parties shall sign the Acceptance Certificate after Party A performs the
performance testing on the sampling device. If Party B automatically installs the list
without the confirmation of both parties, Party A will not be responsible for errors
incurred from the service, except for contents related to the business scenario agreed
by both parties.
 Party A is obliged to notify Party B 15 days prior to the date of the suspension of
service when detecting a system issue affecting the service.
 Having the right to get financial benefit according to annexes of the contract.
2. Party B’s rights and obligations
 Committing to have the capacity and the right to conclude the contract; installing
making profits on products that both parties co-operate.
 Providing the full sample equipment for Party A to test the service and sign the
acceptance certificate before officially installing the service.
 Coordinating with Party A to test the service before supplying it to the market.
  Being responsible for installing the service on mobile phones provided by Party
B.
 Coordinating with Party A in doing service business.
 Providing information, introducing, guiding and warning about the service to
customers according to the law within Party B’s capacity and responsibility.
 Coordinating with Party A to cross-check, confirm data, and receive payment
from Party A according to regulations.
 Having the right to request Party A to provide Party B accounts through the tool
to monitor the cooperation volume, including the comprehensive report and
detailed flow.
 Having the right to get the revenue sharing specified in the contract and the
attached annexes.
 Being responsible for carrying out other tasks as stated in the attached appendix.
 Providing all the invoices as prescribed for the revenue sharing in accordance
with the crosscheck report.
VI. DIVISION OF REVENUE, CROSSCHECKING AND PAYMENT
1. Division of revenue
- The revenue sharing of the two parties will be determined based on the
revenue data of Party A entitled from the network operators, within the scope
of contents of Party A in cooperation with Party B.
- The rate of revenue sharing between both parties, specifically as follows:

Party A (AMS) Party B (Itel)

60% 40%

- Time of recording charges: Determining the revenue incurred from the system
 The time of putting Party A's service into operation is specified in this
contract.
 The time of starting to record charges is from 00:00:00 of the first day
of a month to 23:59:59 of the last day of that month.
 - Loss of charge is a case that the network operator cannot get money from
customers using the service.
2. Cross-checking the data
A. Cross-checking the data
- A crosschecked object: is the details of the messages related to the content and
information stored by Party A in Party A's system and sent by the mobile
subscribers to the service code (number) managed by Party A.
- Timeline of crosschecked data of a subscriber: From when the customer starts
registering to use the service to when canceling the service.
- The 1st time of crosschecking: Before the 20th day of month n + 1, Party A
will transfer the data file of Party A to Party B (via email). After 05 (five)
days after transfering the data, the two parties will agree to the crosschecking
results for each other by contact address as section B.
- Regulations on croschecking cycle:
 Crosschecking cycle unit is calculated by month: Calculated from
00:00:00 of the first day of the month to 23:59:59 of the last day of the
month. The clocks for crosschecking are used as the clocks of the
network operators’ system.
 The time to start crosschecking is calculated from the date when the
two parties started the service communication.
 The ending time of crosschecking is calculated to the end of the
contract.
- Cases of not crosschecking/ not sharing revenue:
 Party A shall only share revenue for Party B when providing the
service in accordance with this Contract and shall not share revenue to
Party B in the following cases:
+ Party A shall not receive revenue from network operators. In
this case, Party A will send Party B authentication documents
from the network operators about not recording revenue for
Party A.
 + Repeating messages due to asynchronous errors between
Service Technical System with Technical Infrastructure System
of Party A have database certified by Party A and Party B.
+ Customers send wrong messages syntax.
B. Contact for data transfering:

Contact Party A Party B

Name Nguyễn Thị Thu Hà

Tel (024) 37956622

Fax (024) 37956611

Email doisoat@ams.net.vn

C. How to conduct the crosscheck:

Both parties will conduct data crosscheck for a month, in the following
manner:
- Crosschecking according to the numbers of registrations, renewals in month
N, (N is the month in which the revenue is generated)
- Both parties will base the data on the service tool to check and finalize the
data of the month before the 25th day of the month n + 1.
- Within 03 (three) days from the date of agreeing the data between both
Parties, Party B shall export value added invoices to Party A. The time limit
for Party B to export invoices to Party A cannot exceeds n + 1.
- When Party A receives the data from the netword operator of month n and
realises that there is a difference with the data compared to that agreed by both
parties, then follow the plan:
+ If the difference is less than 2%: both parties shall finalize the data of
revenue sharing in month n as the data agreed by both parties and
issued in the previous invoice.
 + If the difference is greater than or equal to 2%: Party A shall provide
Party B authentication documents from the network operator of the
revenue difference. The data of the division of revenue for the month n
is the data that Party A agrees with the network operator.
+ The crosscheck of difference must be completed by the 20th of the
month n+2 and confirmed by both parties by the 25th of the month
n+2.
3. Payment
- Party A is responsible for paying 100% of the revenue received by Party B
within 07 days from the date Party A receives all payment documents
including:
 Payment request form;
 Certificate of volumne confirmation, revenue sharing with full stamp
and the signatures of representatives of both parties;
 Valid VAT invoices.
- Type of payment: bank transfer in Vietnam dong (VND).
VII. OTHERS TERMS
- Both parties commit to strictly implement all the above provisions. In the
implement process of the contract, if any issue incurs, both parties shall notify
each other to discuss and solve in the spirit of goodwill. In case both parties
cannot reach an agreement, the contract shall be finally settled by competent
courts.
- Both parties pledge not to disclose any information related to this Cooperate
Contract to the third party without the consent of both parties. The period of
secrecy shall only terminate when the contract expires or when both parties
agree to terminate the period of secrecy in writing.
- This contract shall come into force on its signing date and be made into 4
copies, each party keeps 2 copies with equal legal value.

Party A Party B