There is two Non-disclousure agreement, (1) mark up the NDA ("NDA from BANK.doc") in track changes from WeChat Pay Hong Kong's perspective (a template of WeChat Pay Hong Kong attached for your reference);

WPHK-Mutual NDA template (1)

MUTUAL NONDISCLOSURE AGREEMENT

This Mutual Nondisclosure Agreement (this "Agreement"), effective[], 20[] ("Effective Date"), is entered into by and betweenWeChat Pay Hong KongLimited, a Hong Kong company with its registered office at 29/F, Three Pacific Place, No. 1 Queen's Road East, Wanchai, Hong Kong("WeChat Pay" and along with Tencent Holdings Limited and other members of its corporate group, collectively "Tencent Group")and[], a [] company having offices at [].Each ofWeChat Pay and[]may be referred to herein individually as a "Party", or collectively as the "Parties".

In consideration of the covenants and conditions contained herein, the Parties hereby agree to the following:

1. Purpose
2. The Parties wish to explore a business collaboration of mutual interest in relation to[the payment gateway, settlement/reward system and other payment and/or settlement/ reward system related services] for the businesses of [] and its affiliates (the "Collaboration"), and in connection with the Collaboration, each Party has disclosed, and may further disclose certain confidential technical and business information (in such capacity a Party disclosing the information, the "Disclosing Party") to the other Party (in such capacity a Party receiving the information, the "Receiving Party"), that the Disclosing Party desires the Receiving Party to treatsuch informationas confidential. The Disclosing Party andthe Receiving Party shall include the Party's affiliates, and the employees and third-party advisers of the Party and its affiliates.
3. Confidential Information
   1. Definition. "Confidential Information" means (a) any information disclosed (directly or indirectly) bythe Disclosing Party tothe Receiving Party, whether in oral, written, graphic, machine readable or other form,including, without limitation, anyfinancial information, marketing plans, business strategies, plans, proposals,policies and procedures, prospect and customer lists, research, development, know-how, computer software, prototypes, models, samples, designs, source code, data, techniques, systems, processes, works of authorship, projects and flow charts; and (b) the existence of this Agreement, its terms, the fact that the Parties are discussing the Collaboration, and oral and written communications between the Parties regarding the Collaboration (including any proposed terms of the Collaboration).
   2. Exceptions.Confidential Information shall not, however, include any information that (i)is or becomes available to the public through no breach of this Agreement; (ii)was previously known bythe Receiving Party without any obligation tothe Disclosing Party to hold it in confidence; (iii)is obtained bythe Receiving Party, without confidentiality restrictions, from a third partyfree to disclose such information without restriction; (iv)is independently developed bythe Receiving Party without use ofthe Disclosing Party's Confidential Information as established by written records ofthe Receiving Party; or (v) is approved for release by written authorization of the Disclosing Party, but only to the extent of such disclosure.
   3. CompelledDisclosure.Notwithstanding anything contained herein to the contrary, ifthe Receiving Partyis requiredto disclose any Confidential Information due toanygovernment or judicial order, orthe request of any applicable stock exchange or regulatory authority,the Receiving Party shall, to the extent permitted under applicable laws and regulations, providethe Disclosing Party written notice as soon as possible prior to the disclosure, and shall use its best efforts to assistthe Disclosing Party in seeking a protective order or another appropriate remedy if available. Ifthe Disclosing Party fails to obtain a protective order or other appropriate remedy,the Receiving Party shallfurnish only that portion of the Confidential Information that is required to be disclosed, and shall use best efforts to cause such disclosed Confidential Information to be treated as confidential. The Receiving Partyshall maintain confidentiality protection in respect of any Confidential Information disclosedpursuant to this paragraph.
4. Nonuse and Nondisclosure
5. The Receiving Party shall not use any Confidential Information ofthe Disclosing Party for any purpose except to evaluate and engage in discussions concerning the Collaboration. The Receiving Party shall not reverse engineer, disassemble, or decompile any prototypes or other tangible objects which embodythe Disclosing Party's Confidential Information.Further,the Receiving Party shall not attempt to derive the composition or underlying information, structure or idea of any Confidential Information. The Receiving Party shall not disclose any Confidential Information ofthe Disclosing Party to third parties, except that, subject to Section4 below,the Receiving Party may disclosethe Disclosing Party's Confidential Information to those employees and third party advisers of the Receiving Party (in the case of WeChat Pay, employees and third party advisers of the Tencent Group)who are required to have the information in order to evaluate or engage in discussions concerning the Collaboration, provided thatthe Receiving Party shall remain responsible for any breach of the confidentiality obligations hereunder by any of such employees and third-party advisers.
6. Maintenance of Confidentiality
7. The Receiving Party shall keep the Confidential Information ofthe Disclosing Party strictly confidential and shall not disclose or make unauthorized use of the Confidential Information ofthe Disclosing Party. Without limiting the foregoing,the Receiving Party shall take at least those measures that it employs to protect its own confidential information of a similar nature (provided that such degree of care shall not be less than reasonable care) and shall ensure that its employees and third party adviserswho have access to Confidential Information ofthe Disclosing Party have signed a nonuse and nondisclosure agreementthat coversthe Disclosing Party's Confidential Information (or are otherwise subject to duties of confidentiality and use which are no less stringent than the duties imposed on Receiving Party herein), prior to any disclosure of Confidential Information to such employees or third party advisers. The Receiving Party shall promptly notifythe Disclosing Party of any unauthorized use or disclosure, or suspected unauthorized use or disclosure, ofthe Disclosing Party's Confidential Information of whichthe Receiving Party becomes aware, and shall immediately take all reasonable steps to limit such unauthorized use or disclosure. The obligations of the Receiving Party under this Agreement shall survive for a period of two (2) years from the dateofsigningofthisAgreement PROVIDED THAT the Receiving Party's obligations hereunder in respect of any Confidential Information which constitutes trade secret will survive until the date on which such Confidential Information ceases to be trade secret.
8. No Obligation
9. Nothing in this Agreement shall obligate either Party to proceed with any transaction between them, and each Party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the Collaboration. Nothing in this Agreement shall be construed to restrict either Party's use or disclosure of its own Confidential Information.
10. No Warranty
11. ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS."NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS OR PERFORMANCE OF ANY CONFIDENTIAL INFORMATION, OR WITH RESPECT TO NON-INFRINGEMENT OR OTHER VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY OR OF THE RECEIVING PARTY.
12. Return of Materials
13. All documents and other tangible objects containing or representing Confidential Information that have been disclosed by the Disclosing Party tothe Receiving Party, and all copies or extracts thereof or notes derived therefrom that are in the possession ofthe Receiving Party, shall be and remain the property ofthe Disclosing Party and shall be promptly returned tothe Disclosing Party or destroyed (with proof of such destruction), each uponthe Disclosing Party's written request. Notwithstanding the preceding sentence,the Receiving Party may retain a copyof the Confidential Information to the extent required by applicable laws and regulations and such retained Confidential Information shall continue to be subject to the obligations herein.
14. No License
15. Nothing in this Agreement is intended to grant any rights tothe Receiving Party under any trademark, patent, mask work right, copyright or any other intellectual property right ofthe Disclosing Party, nor shall this Agreement grantthe Receiving Party any rights in or to the Confidential Information ofthe Disclosing Party except as expressly set forth in this Agreement.
16. Securities Law Matters
17. To the extent that any of the securities of the Disclosing Party (in the case of WeChat Pay, Tencent Holdings Limited or another member of the Tencent Group) are, or become publicly traded, (a) the Receiving Party acknowledges that any Confidential Information provided by the Disclosing Party must be kept confidential until an announcement containing details of the Collaboration is released or the information has otherwise become generally available and (b) the Receiving Party is aware of, and represents that it will comply with the applicable securities laws and regulations, including but not limited to any applicable securities laws that prohibit any person who has received material, non-public information concerning the Disclosing Party (in the case of WeChat Pay, Tencent Holdings Limited or another member of the Tencent Group) from purchasing or selling shares or other securities of the Disclosing Party (in the case of WeChat Pay, Tencent Holdings Limited or another member of the Tencent Group) or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.
18. Miscellaneous
    1. This Agreement will be interpreted and construed in accordance with the laws ofthe Hong Kong Special Administrative Region of the People's Republic of China, without regard to conflict of law principles.
    2. The Receiving Party agrees that any violation or threatened violation of this Agreement may cause irreparable injury tothe Disclosing Party, entitlingthe Disclosing Party to seek injunctive relief in addition to all legal remedies.
    3. Other than in connection with injunctive relief sought pursuant to Paragraph B, each Party agrees that all disputes shall be exclusively referred to and finally settled by binding arbitrationbefore three(3) arbitrators under the auspices of the Hong Kong International Arbitration Centre in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules in force at the commencement of such arbitration proceedings. The arbitration proceedings shall be conducted in theEnglish language and take place inHong Kong or any other place on which the arbitrators and the Parties mutually agree.
    4. This Agreement shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party may assign or otherwise transfer this Agreement without the prior written consent of the other Party, provided that WeChat Pay may assign its rights under this Agreement to another member of the Tencent Group with written notice to the other Party. Any assignment or transfer of this Agreement in violation of the foregoing shall be null and void.Each Party hereby represents and warrants that the persons executing this Agreement on its behalf have express authorityto do so, and, in so doing, to bindsuch Party thereto.
    5. This Agreement contains the entire agreement between the Parties with respect to thesubject matter hereof and supersedes all prior written and oral agreements between the Parties regardingsuch subject matter.
    6. If a court or other body of competent jurisdiction finds, or the Parties mutually believe, any provision of this Agreement, or portion thereof, to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the remainder of this Agreement will continue in full force and effect.
    7. No provision of this Agreement may be waived except by a writing executed by the Party against whom the waiver is to be effective.
    8. A Party's failure to enforce any provision of this Agreement shall neither be construed as a waiver of the provision nor prevent the Party from enforcing any other provision of this Agreement.
    9. No provision of this Agreement may be amended or otherwise modified except by a writing signed by the Parties to this Agreement.
    10. A person who is not a party to this Agreement has no right to enforce any terms of this Agreement under the Contracts (Rights of Third Parties) Ordinance (Cap. 623).
    11. The Parties may execute this Agreement in counterparts, each of which is deemed an original, but all of which together constitute one and the same agreement.This Agreement may be delivered by facsimile transmission, and facsimile copies of executed signature pages shall be binding as originals.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties by their duly authorized representatives have executed this Agreement as of the Effective Date.

WeChat Pay Hong KongLimited []

By: By:

Name: Name:

Title: Title:

NDA From Bank (2)

NON-DISCLOSURE AGREEMENT DATED >___

PARTIES

1. BANK having its registered office at xxxxx Hong Kong (hereinafter referred to as "the Bank");

2.

with registered number > having its registered office at(hereinafter referred to as "> ")

IN CONSIDERATION of the premises and mutual covenants and obligations contained herein IT IS HEREBY AGREED as follows:-

1. For the purposes of this Agreement:-

(a) "Confidential Information" shall mean all information tangible or intangible of the disclosing party, whether commercial, financial, technical or otherwise, disclosed to the recipient in connection with the Business Purpose specified in the Schedule hereto ("the Business Purpose") whether disclosed orally, in documentary form, by demonstration or otherwise) which is compiled, contained or memorized in any form whatsoever (including without limitation data, drawings, films, documents and computer readable media) whether furnished before or after the date hereof and regardless of the manner it is furnished.

(b) "disclosing party" means the party furnishing Confidential Information and "the recipient" means the party receiving it in the particular case.

2. In connection with the Business Purpose it will be necessary for each party, either itself or through a third party acting as agent for it, to disclose to the other party Confidential Information of the disclosing party, which may be communicated orally, in document form, by demonstration or otherwise.

3. Each party undertakes in respect of Confidential Information for which it is the recipient:-

(a) to treat such Confidential Information disclosed by the disclosing party as strictly confidential;

(b) not without the disclosing party's prior written consent in each case to communicate or disclose any part of such Confidential Information to any person except:-

(i) only to the directors, officers, employees, agents, representatives and affiliates of the recipient on a need to know basis who are concerned with the Business Purpose;

(ii) the recipient's professional advisers engaged to advise on the Business Project and having a need or duty to have access to or knowledge of the Confidential Information in connection with the business of the recipient;

(iii) pursuant to a requirement of a governmental body or regulatory authority, law, regulation or order of a court of competent jurisdiction;

(c) to ensure that all persons mentioned in paragraph (b) above are made aware, prior to the disclosure of such Confidential Information, of the confidential nature thereof, and to ensure that all persons mentioned in paragraph (b)(i) and (b)(ii) are made aware that they owe a duty of confidence to the disclosing party and agree to hold such Confidential Information in confidence in accordance with the terms of this Agreement; and to use its reasonable endeavours to ensure that such persons comply with such obligations;

(d) not to use or circulate such Confidential Information within its own organisation except solely to the extent necessary for the purposes of the Business Purpose or any other purpose the disclosing party may hereafter expressly authorise in writing;

(e) to use all reasonableendeavours to effect and maintain adequate security measures to safeguard such Confidential Information from unauthorised access, use and misappropriation

4. In preventing unauthorized access, use and misappropriation, the recipient shall maintain security measures in safeguarding the Confidential Information (which shall at least meet the reasonable requirements in this regard prescribed by the Bank) while in possession of the Confidential Information to ensure that the Confidential Information will not be disclosed, processed, deleted or otherwise tampered with in an unauthorised or accidental manner. In particular, when setting up the necessary security measures, the recipient shall give special considerations to the following matters:

(a) the nature of such Confidential Information and the potential loss and damage resulting from unauthorized access, use and misappropriation;

(b) the place at which the Confidential Information is kept;

(c) the security measures (whether by electronic means or otherwise) comprised in the storage facilities for the Confidential Information;

(d) precautions to be taken to ensure the integrity of persons having access to the Confidential Information and the necessity of requiring confidentiality undertakings from such person;

(e) necessary measures to be taken to ensure the Confidential Information is transported from one place to another (where necessary) in a secure and safe manner.

5. The obligations of confidentiality in Clause 3 above shall not apply:-

(a) to any portion of Confidential Information where the recipient can demonstrate that the Confidential Information concerned:-

(i) is or has become publicly known through no fault of the recipient, its employees, agents and sub-contractors; or

(ii) is lawfully received from an independent third party without any restriction and without any obligation of confidentiality; or

(iii) is already known to the recipient with no obligation of confidentiality at the date it was disclosed by or obtained from the disclosing party; or

(iv) is disclosed without restriction by the disclosing party to any third party.

(b) to any development made by the recipient which is independently developed by the recipient without access to or use of the disclosing party's Confidential Information.

6. All Confidential Information furnished by or obtained from the disclosing party shall be and remain the property of the disclosing party.

7. On demand or upon the completion or termination of the Business Purpose, the recipient shall upon written request promptly return to the disclosing party the Confidential Information furnished to it by the disclosing partythat is within its possession or control and capable of being returned, unless it is necessary for the recipient to retain one copy for legal, regulatory or compliance purposes. Within fourteen (14) days of such request, the recipient shall certify in writing to the disclosing party that it has fully complied with its obligations under this Clause.

8. This Agreement shall become effective as of the date of this Agreement and shall survive the completion or termination of the Business Purpose for [two years] from the date of termination. Notwithstanding the above, any terms of this Agreement which by their nature extend beyond its termination shall remain in effect until fulfilled, and apply to respective successors and assignees.

9. Subject to Clause 8, any change or completion of the Business Purpose for any reason shall not affect the obligations set out in this Agreement.

10. No failure or delay by either party to exercise any right, power or privilege hereunder shall operate as a waiver, nor shall any single or partial exercise or waiver preclude any other or further exercise of any right, power or privilege.

11. No provision of this Agreement may be modified or waived unless such modification or waiver is agreed to in writing and signed by the parties.

12. This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter and supercedes and replaces all prior agreement, understanding and commitment of the parties, if any, with respect to the subject matter.

13. This Agreement shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region and shall be subject to the non-exclusive jurisdiction of the Hong Kong Courts.

FOR AND ON BEHALF OF BANK Signed: ______________________ Printed: _____________________ Title: _______________________ Date: ________________________

FOR AND ON BEHALF OF Merchant Signed: ___________________ Printed: __________________ Title: ____________________ Date: _____________________

SCHEDULE

DESCRIPTION OF THE BUSINESS PURPOSE