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Dragon Victory International Ltd. – ‘20-F’ for 3/31/22 – ‘EX-4.18’

On:  Tuesday, 8/16/22, at 5:01pm ET   ·   For:  3/31/22   ·   Accession #:  1213900-22-48696   ·   File #:  1-38208

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/16/22  Dragon Victory International Ltd. 20-F        3/31/22  141:10M                                    EdgarAgents LLC/FA

Annual or Annual-Transition Report by a Foreign Non-Canadian Issuer   —   Form 20-F   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 20-F        Annual Report                                       HTML   2.46M 
 2: EX-4.17     Product Purchase Agreement Between Antalpha         HTML     73K 
                Technologies Limited and Metalpha Limited Dated                  
                December 23, 2021                                                
 3: EX-4.18     Trading Account Management Agreement Between        HTML     51K 
                Antalpha Technologies Limited and Metalpha Limited               
                Dated December 23, 2021                                          
 4: EX-4.19     English Translation of Lease Agreement Between      HTML     72K 
                Hangzhou Longyun Network Technology Co., Ltd. and                
                the Landlord of Yintai Guoji Building Dated June                 
                23, 2020                                                         
 5: EX-4.20     Lease Agreement Between Longyun International       HTML    176K 
                Holdings Ltd. and the Landlord of Suite 1508,                    
                Central Plaza Dated June 30, 2021                                
 6: EX-4.21     English Translation of Lease Agreement Between      HTML     54K 
                Dacheng Liantong Zhejiang Information Technology                 
                Co., Ltd. and the Landlord of Siyan Jing Dated                   
                April 30, 2021                                                   
 7: EX-4.22     2022 Performance Incentive Plan of the Registrant   HTML    107K 
 8: EX-8.1      List of Subsidiaries of the Registrant              HTML     39K 
11: EX-13.1     Annual or Quarterly Report to Security Holders      HTML     38K 
12: EX-13.2     Annual or Quarterly Report to Security Holders      HTML     38K 
 9: EX-12.1     Statement re: the Computation of Ratios             HTML     44K 
10: EX-12.2     Statement re: the Computation of Ratios             HTML     44K 
13: EX-15.1     Consent of Wwc, P.C.                                HTML     37K 
14: EX-15.2     Consent of Capital Equity Legal Group               HTML     37K 
20: R1          Document And Entity Information                     HTML    113K 
21: R2          Consolidated Statements of Financial Position       HTML    114K 
22: R3          Consolidated Statements of Profit or Loss and       HTML    118K 
                Comprehensive Income (Loss)                                      
23: R4          Consolidated Statements of Profit or Loss and       HTML     40K 
                Comprehensive Income (Loss) (Parentheticals)                     
24: R5          Consolidated Statements of Changes in Equity        HTML     83K 
25: R6          Consolidated Statements of Cash Flows               HTML    116K 
26: R7          Reconciliation of Movements of Liabilities to Cash  HTML     58K 
                Flows Arising From Financing Activities                          
27: R8          Overview of the Company                             HTML     50K 
28: R9          Basis of Preparation                                HTML     84K 
29: R10         Significant Accounting Policies                     HTML    128K 
30: R11         Property, plant and equipment                       HTML     54K 
31: R12         Right-of-Use Assets and Lease Liabilities           HTML     56K 
32: R13         Goodwill                                            HTML     46K 
33: R14         Other Receivables and Prepayments                   HTML     48K 
34: R15         Loans Receivables                                   HTML     45K 
35: R16         Digital Assets                                      HTML     43K 
36: R17         Cash and Cash Equivalents                           HTML     42K 
37: R18         Capital and Reserves                                HTML     70K 
38: R19         Accounts and Other Payables                         HTML     44K 
39: R20         Digital Assets Payables                             HTML     42K 
40: R21         Convertible Notes                                   HTML     52K 
41: R22         Revenue                                             HTML     44K 
42: R23         Cost of Revenue                                     HTML     43K 
43: R24         Selling and Promotion                               HTML     42K 
44: R25         General and Administrative                          HTML     50K 
45: R26         Net Finance Costs                                   HTML     46K 
46: R27         Income Tax Expense                                  HTML     50K 
47: R28         Business Combination                                HTML     46K 
48: R29         Financial Risk Management                           HTML    101K 
49: R30         Operating Segment                                   HTML     88K 
50: R31         Loss Per Share Attributable to Equity Holders of    HTML     54K 
                the Company                                                      
51: R32         Transition to IFRS                                  HTML     80K 
52: R33         Related Party Balances and Transactions             HTML     65K 
53: R34         Subsequent Events                                   HTML     43K 
54: R35         Accounting Policies, by Policy (Policies)           HTML    163K 
55: R36         Basis of Preparation (Tables)                       HTML     53K 
56: R37         Significant Accounting Policies (Tables)            HTML     41K 
57: R38         Property, plant and equipment (Tables)              HTML     53K 
58: R39         Right-of-Use Assets and Lease Liabilities (Tables)  HTML     55K 
59: R40         Goodwill (Tables)                                   HTML     46K 
60: R41         Other Receivables and Prepayments (Tables)          HTML     49K 
61: R42         Loans Receivables (Tables)                          HTML     43K 
62: R43         Digital Assets (Tables)                             HTML     41K 
63: R44         Cash and Cash Equivalents (Tables)                  HTML     41K 
64: R45         Capital and Reserves (Tables)                       HTML     67K 
65: R46         Accounts and Other Payables (Tables)                HTML     43K 
66: R47         Digital Assets Payables (Tables)                    HTML     41K 
67: R48         Revenue (Tables)                                    HTML     43K 
68: R49         Cost of Revenue (Tables)                            HTML     41K 
69: R50         Selling and Promotion (Tables)                      HTML     41K 
70: R51         General and Administrative (Tables)                 HTML     49K 
71: R52         Net Finance Costs (Tables)                          HTML     46K 
72: R53         Income Tax Expense (Tables)                         HTML     47K 
73: R54         Business Combination (Tables)                       HTML     46K 
74: R55         Financial Risk Management (Tables)                  HTML     79K 
75: R56         Operating Segment (Tables)                          HTML     85K 
76: R57         Loss Per Share Attributable to Equity Holders of    HTML     52K 
                the Company (Tables)                                             
77: R58         Transition to IFRS (Tables)                         HTML     74K 
78: R59         Related Party Balances and Transactions (Tables)    HTML     64K 
79: R60         Overview of the Company (Details)                   HTML     76K 
80: R61         Basis of Preparation (Details)                      HTML     44K 
81: R62         Basis of Preparation (Details) - Schedule of        HTML     79K 
                consolidated financial statements                                
82: R63         Significant Accounting Policies (Details)           HTML     40K 
83: R64         Significant Accounting Policies (Details) -         HTML     50K 
                Schedule of depreciation calculated using the                    
                straight-line method                                             
84: R65         Property, plant and equipment (Details) - Schedule  HTML     79K 
                of property, plant and equipment                                 
85: R66         Right-of-Use Assets and Lease Liabilities           HTML     44K 
                (Details)                                                        
86: R67         Right-of-Use Assets and Lease Liabilities           HTML     55K 
                (Details) - Schedule of leases of buildings                      
87: R68         Right-of-Use Assets and Lease Liabilities           HTML     50K 
                (Details) - Schedule of lease liabilities and the                
                movements during the years                                       
88: R69         Right-of-Use Assets and Lease Liabilities           HTML     43K 
                (Details) - Schedule of consolidated statement of                
                financial position                                               
89: R70         Goodwill (Details) - Schedule of net carrying       HTML     52K 
                amount of goodwill                                               
90: R71         Other Receivables and Prepayments (Details) -       HTML     56K 
                Schedule of other receivables and prepayments                    
91: R72         Other Receivables and Prepayments (Details) -       HTML     42K 
                Schedule of movements of allowance for doubtful                  
                accounts                                                         
92: R73         Loans Receivables (Details)                         HTML     46K 
93: R74         Loans Receivables (Details) - Schedule of loans     HTML     44K 
                receivables                                                      
94: R75         Digital Assets (Details)                            HTML     39K 
95: R76         Digital Assets (Details) - Schedule of digital      HTML     40K 
                assets                                                           
96: R77         Cash and Cash Equivalents (Details)                 HTML     40K 
97: R78         Cash and Cash Equivalents (Details) - Schedule of   HTML     39K 
                cash and cash equivalents                                        
98: R79         Capital and Reserves (Details)                      HTML     56K 
99: R80         Capital and Reserves (Details) - Schedule of        HTML     48K 
                outstanding share purchase warrants                              
100: R81         Capital and Reserves (Details) - Schedule of fair   HTML     51K  
                value of the warrants                                            
101: R82         Capital and Reserves (Details) - Schedule of share  HTML     66K  
                purchase warrants outstanding                                    
102: R83         Capital and Reserves (Details) - Schedule of non    HTML     71K  
                controlling interests                                            
103: R84         Accounts and Other Payables (Details) - Schedule    HTML     45K  
                of accounts and other payables                                   
104: R85         Digital Assets Payables (Details)                   HTML     39K  
105: R86         Digital Assets Payables (Details) - Schedule of     HTML     40K  
                digital assets payables                                          
106: R87         Convertible Notes (Details)                         HTML     78K  
107: R88         Revenue (Details) - Schedule of revenue             HTML     46K  
108: R89         Cost of Revenue (Details) - Schedule of cost of     HTML     39K  
                revenue                                                          
109: R90         Selling and Promotion (Details) - Schedule of       HTML     40K  
                selling and promotion                                            
110: R91         General and Administrative (Details) - Schedule of  HTML     65K  
                general and administrative                                       
111: R92         Net Finance Costs (Details) - Schedule of net       HTML     51K  
                finance costs                                                    
112: R93         Income Tax Expense (Details)                        HTML     42K  
113: R94         Income Tax Expense (Details) - Schedule of tax      HTML     55K  
                recognised in profit or loss                                     
114: R95         Income Tax Expense (Details) - Schedule of tax      HTML     39K  
                recognised in profit or loss (Parentheticals)                    
115: R96         Business Combination (Details)                      HTML     40K  
116: R97         Business Combination (Details) - Schedule of fair   HTML     56K  
                value of each class of recognised assets and                     
                liabilities                                                      
117: R98         Business Combination (Details) - Schedule of fair   HTML     39K  
                value of each class of recognised assets and                     
                liabilities (Parentheticals)                                     
118: R99         Business Combination (Details) - Schedule of cash   HTML     43K  
                flows in respect of the acquisition                              
119: R100        Financial Risk Management (Details)                 HTML     45K  
120: R101        Financial Risk Management (Details) - Schedule of   HTML     52K  
                level in fair value hierarchy                                    
121: R102        Financial Risk Management (Details) - Schedule of   HTML     46K  
                liabilities measured at fair value based on level                
                3                                                                
122: R103        Financial Risk Management (Details) - Schedule of   HTML     41K  
                share purchase warrants                                          
123: R104        Financial Risk Management (Details) - Schedule of   HTML     45K  
                level 2 fair value measurements                                  
124: R105        Financial Risk Management (Details) - Schedule of   HTML     55K  
                key unobservable inputs used in level 3 fair value               
                measurement                                                      
125: R106        Financial Risk Management (Details) - Schedule of   HTML     55K  
                contractual undiscounted cash outflows of                        
                non-derivative financial liabilities                             
126: R107        Operating Segment (Details) - Schedule of results   HTML     67K  
                of operations                                                    
127: R108        Operating Segment (Details) - Schedule of           HTML     71K  
                financial position                                               
128: R109        Operating Segment (Details) - Schedule of           HTML     44K  
                geographical information                                         
129: R110        Loss Per Share Attributable to Equity Holders of    HTML     39K  
                the Company (Details)                                            
130: R111        Loss Per Share Attributable to Equity Holders of    HTML     61K  
                the Company (Details) - Schedule of dilutive                     
                ordinary shares in issue during the year                         
131: R112        Loss Per Share Attributable to Equity Holders of    HTML     43K  
                the Company (Details) - Schedule of dilutive                     
                ordinary shares in issue during the year                         
                (Parentheticals)                                                 
132: R113        Transition to IFRS (Details) - Schedule of          HTML     80K  
                reconciliation of equity                                         
133: R114        Transition to IFRS (Details) - Schedule of          HTML     59K  
                reconciliation of comprehensive loss                             
134: R115        Related Party Balances and Transactions (Details)   HTML     63K  
                - Schedule of related parties relationships                      
135: R116        Related Party Balances and Transactions (Details)   HTML     75K  
                - Schedule of related parties transaction                        
136: R117        Subsequent Events (Details)                         HTML     61K  
139: XML         IDEA XML File -- Filing Summary                      XML    270K  
137: XML         XBRL Instance -- f20f2022_dragonvictory_htm          XML   2.03M  
138: EXCEL       IDEA Workbook of Financial Reports                  XLSX    234K  
16: EX-101.CAL  XBRL Calculations -- lyl-20220331_cal                XML    134K 
17: EX-101.DEF  XBRL Definitions -- lyl-20220331_def                 XML   1.01M 
18: EX-101.LAB  XBRL Labels -- lyl-20220331_lab                      XML   2.09M 
19: EX-101.PRE  XBRL Presentations -- lyl-20220331_pre               XML   1.01M 
15: EX-101.SCH  XBRL Schema -- lyl-20220331                          XSD    471K 
140: JSON        XBRL Instance as JSON Data -- MetaLinks              436±   629K  
141: ZIP         XBRL Zipped Folder -- 0001213900-22-048696-xbrl      Zip    782K  


‘EX-4.18’   —   Trading Account Management Agreement Between Antalpha Technologies Limited and Metalpha Limited Dated December 23, 2021


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



Exhibit 4.18

 

TRADING ACCOUNT MANAGEMENT AGREEMENT

 

THIS TRADING ACCOUNT MANAGEMENT AGREEMENT (“Agreement”) is made on the 23th day of December 2021 BETWEEN Metalpha, a company incorporated in the British Virgin Islands whose registered address is situated at Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands (“Party A”) of the one part AND Antalpha Technologies Limited, a company incorporated in British Virgin Islands whose registered address is situated at PO Box 173,Road Town, Tortola,BVI (“Party B”) of the other part.

 

WHEREAS Party B is a shareholder of Party A, holding 49% ordinary shares in the share capital of Party A as at the date hereof.

 

WHEREAS Party A is the beneficial owner of all assets and profit and loss of trading accounts specified in the First Schedule hereto (“Trading Accounts”).

 

AND WHEREAS the parties hereto agree that the Trading Accounts shall be registered in Party B’s name and be managed exclusively by Party A.

 

NOW THIS AGREEMENT WITNESSTH as follows:-

 

1.Party B is the registered owner of the Trading Accounts and holds the Trading Accounts upon trust for Party A.

 

2.By entering into this Agreement, the parties hereto agree that Party A shall have full and exclusive authority to execute trades in each Trading Account. Party A shall have full discretion to order purchases and sales of crypto currencies including spot, futures contracts, options and any other available instruments under the Trading Accounts.

 

3.The crypto currencies and assets in and all profits of any kind generated under the Trading Accounts belong to Party A.

 

4.Transfer of any crypto currencies or assets of any kind out of the Trading Accounts shall only be executed in accordance with the written instructions of Party A sent through Party A’s email address set out in Clause 7 and substantially in the form of the Second Schedule (“Party A Transfer Instruction”). Party B shall execute any Party A Transfer Instructions as soon as reasonably practicable following the receipt of the same. For the avoidance of doubt, Party B shall not transfer any crypto currencies or assets of any kind out of any Trading Account otherwise than in accordance with a Party A Transfer Instruction.

 

5.Neither Party A nor any of its employees, officers, directors or shareholders shall be liable to Party B for any actions performed or omitted to be performed or for any loss resulting from the exercise of judgment in managing the assets of the Trading Accounts.

 

6.This Agreement may be terminated at any time by either party giving to the other party at least 90 calendar days’ notice in writing of the intention to do so (“Termination Notice”). Upon serving of a Termination Notice by any party, Party B shall as soon as reasonably practicable transfer any and all crypto currencies or assets of any kind out of the Trading Accounts in accordance with the Party A Transfer Instruction(s).

 

 C: 

Trading Account Management Agreement

 

 

7.Any notices, instructions, consent and communication (“Communication”) under this Agreement must be in writing and sent:

 

to Party A, to it at:

 

Metalpha Limited

[address] Suit 1508.15/F. Central Plaza, 18 Harbour Road, Hong Kong

[email] niming@dvintinc.com

 

to Party B, to it at:

 

Antalpha Technologies Limited

8 Kallang Avenue, Aperia Tower 1, #04-01/02, Singapore 339509

jing@antalpha.com

 

Such Communication will be deemed received:

 

(A)by local post: two business days after posting;

 

(B)by airmail: seven business days after posting;

 

(C)by hand: on delivery;

 

(D)by email: when the message enters the recipient’s mail server;

 

provided however that any Communication which is received (or deemed received in accordance with the foregoing) outside business hours or on a non-business day in the place of receipt shall be deemed to take effect at the opening of business on the next following business day in such place.

 

8.Unless otherwise stated, references to “writing” or “written” include faxes, email and any other method of reproducing words in a legible and non-transitory form.

 

9.The parties hereto agree that each shall treat confidentially the terms and conditions of this Agreement and all information provided by each party to the other regarding its business and operations. All confidential information provided by a party hereto shall be used by the other party solely for the purpose of performing this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or thereafter becomes publicly available other than through a breach of this Agreement, or that is required to be disclosed by law, listing rules or regulatory authority or to any officers, employees, professional advisers, auditors or consultants of the parties hereto.

 

10.This Agreement contains the whole agreement between the parties relating to the subject matter of this Agreement at the date of this Agreement to the exclusion of any terms implied by law which may be excluded by contract and supersedes any previous written or oral agreement between the parties in relation to the matters dealt with in this Agreement.

 

11.This Agreement shall be governed by and construed in accordance with the laws of Hong Kong. The courts of Hong Kong are to have non-exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement.

 

12.This Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a same copy of the Agreement.

 

 C: 

Trading Account Management Agreement C: 2 

 

 

SIGNING PAGE

 

This Agreement has been entered into on the date stated at the beginning.

 

ANTALPHA TECHNOLOGIES LIMITED

 

/s/ Xin Jin  
Xin Jin  

 

METALPHA LIMITED

 

/s/ Ming Ni  
Ming Ni  

 

 C: 

Trading Account Management Agreement3 

 

 

FIRST SCHEDULE

 

Trading Accounts

 

1. Binance Trading Account [   ] mettest@antalpha.com subaccount number:211551235

 

2.

 

 C: 

Trading Account Management Agreement4 

 

 

SECOND SCHEDULE

 

To: [Antalpha Limited]

 

Dear Sirs,

 

We refer to the Trading Account Management Agreement dated _____________among ourselves (“Agreement”). Pursuant to Clause 4 of the Agreement, we hereby give you instructions to make transfer of assets out of the Trading Account (as defined in the Agreement) with details as follows:

 

Trading Account :

 

Transferee :

 

Type and amount of assets :

 

Transferee account details :

 

Metalpha Limited  
   
   
   
[Name of director]  
   
Director  
   
Date:    

 

 

 

Trading Account Management Agreement 5  

 

 


1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/12/24  Metalpha Technology Holding Ltd.  20-F        3/31/23  132:10M                                    EdgarAgents LLC/FA


13 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/01/22  Metalpha Technology Holding Ltd.  6-K         8/01/22    2:287K                                   EdgarAgents LLC/FA
 5/26/22  Metalpha Technology Holding Ltd.  6-K         5/26/22    2:204K                                   EdgarAgents LLC/FA
 5/19/22  Metalpha Technology Holding Ltd.  6-K         5/19/22    2:137K                                   EdgarAgents LLC/FA
 5/06/22  Metalpha Technology Holding Ltd.  6-K         5/06/22    2:51K                                    EdgarAgents LLC/FA
12/09/21  Metalpha Technology Holding Ltd.  6-K        12/09/21    7:268K                                   EdgarAgents LLC/FA
10/28/21  Metalpha Technology Holding Ltd.  6-K        10/28/21    2:83K                                    EdgarAgents LLC/FA
 8/09/21  Metalpha Technology Holding Ltd.  6-K         8/09/21    4:374K                                   EdgarAgents LLC/FA
 8/02/21  Metalpha Technology Holding Ltd.  20-F        3/31/21   89:7.2M                                   EdgarAgents LLC/FA
 8/23/19  Metalpha Technology Holding Ltd.  6-K         8/23/19    4:108K                                   EdgarAgents LLC/FA
 3/26/18  Metalpha Technology Holding Ltd.  6-K         3/26/18   11:670K                                   EdgarAgents LLC/FA
 7/19/17  Metalpha Technology Holding Ltd.  F-1/A                  7:3.5M                                   Toppan Merrill/FA
 1/31/17  Metalpha Technology Holding Ltd.  F-1/A                 10:4.2M                                   Toppan Merrill/FA
12/30/16  Metalpha Technology Holding Ltd.  F-1/A                  5:3.3M                                   Toppan Merrill/FA
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Filing Submission 0001213900-22-048696   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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