SERVICE AGREEMENT
Execution
Copy
Exhibit
4.5c
Dated
the 30th
day
of July 2004
KORD
HOLDINGS INC.
and
LI
SAN TUNG
WOO,
XXXX, XXX & LO
27th
Floor, Jardine House
1
Connaught Place
Central
BL/TL/04
THIS
AGREEMENT is
made
the 30th day of July 2004
BETWEEN:
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(1)
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KORD
HOLDINGS INC., a company incorporated in the British Virgin Islands
whose
registered office is at Sea Meadow House, Blackburne Highway, Road
Town,
Tortola, British Virgin Islands with its principal place of business
at
Unit A, 12/F., Century Industrial Building, Xxxx Xxx Tau Road,
Xxx 000,
Xxxx Xxx, Xxx Xxxxxxxxxxx, Xxxx Xxxx (the “Company”);
and
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(2)
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LI
SAN TUNG (____) holder of Hong Kong Identity Card No. D087428(l), of
Unit A, 12/F, Century Industrial Building, Xxxx Xxx Tau Road, Xxx
000,
Xxxx Xxx, Xxx Xxxxxxxxxxx, Xxxx Xxxx (the
“Executive”).
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BY
WHICH IT IS AGREED
as
follows:
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1.
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Purpose
and Interpretation
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1.1
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This
Agreement sets out the terms and conditions upon and subject to
which the
Company agrees to employ the Executive and the Executive agrees
to serve
the Company as Managing Director (or in such other capacity with
such job
title as the Company may reasonably
require).
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1.2
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In
this Agreement, unless the context otherwise requires, the following
words
and expressions bear the following
meanings:
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“Agreement”
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means
this agreement as may from time to time be amended, modified
or
supplemented pursuant to Clause 20;
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“Appointment”
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the
appointment of the Executive as Managing Director (or in such
other
capacity with such job title as the Company may reasonably require)
of the
Company pursuant to Clause 2;
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“Board”
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the
board of directors of the Company;
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“Business”
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in
respect of the Group means the business of the creation, design
and/or
manufacturing of gifts, party items, plastic products, printing,
rubber
products and such other business of the Group as may be carried
on from
time to time;
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“Companies
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the
Companies Ordinance (Chapter 32 of the Laws of Hong
Kong);
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“Group”
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the
Company, its subsidiaries and associated companies from time
to
time;
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the
Hong Kong Special Administrative Region of the PRC;
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“month”
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means
calendar month;
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1
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“PRC”
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the
People’s Republic of China;
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“Salary”
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means
the salary payable to the Executive pursuant to
Clause 4;
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“subsidiary”
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shall
have the meaning ascribed thereto in Section 2 of the Companies
Ordinance;
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“working
day”
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means
Monday to Saturday, a Saturday being reckoned as a half working
day, in
each case except where such day falls on a statutory holiday,
and
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“HK$”
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1.3
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Words
and phrases defined in Section 2 of the Companies Ordinance shall
where the context so admits, be construed as having the same meaning
in
this Agreement.
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1.4
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References
to Clauses are references to the clauses of this
Agreement.
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1.5
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Words
importing gender or the neuter includes both genders and the
neuter.
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1.6
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Words
importing persons include individuals, firms, companies, corporations
and
unincorporated bodies of persons.
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1.7
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Words
importing the singular include the plural and vice
versa.
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1.8
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The
headings in this Agreement are for convenience only and do not
affect the
interpretation hereof.
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1.9
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References
in this Agreement to any Ordinance, regulation or other statutory
provision include references to such Ordinance, regulation or statutory
provision as may be modified, consolidated or re-enacted from time
to
time.
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1.10
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The
rule known as ejusdem genes shall not apply, so that words and
phrases in
general terms following or followed by specific examples shall
be
construed in the widest possible sense and shall not be construed
as
limited or related to the examples
given.
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2.
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Appointment
and Term
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The
Company shall employ the Executive and the Executive shall serve the Company
as
Managing Director or in such other capacity with such job title as the Company
may reasonably require. Subject to Clause 11, the Appointment shall be for
an initial term of five (5) years commencing from the date hereof and shall
continue thereafter unless and until terminated by either the Company or
the
Executive giving to the other such period of notice in writing as may be
mutually agreed between the parties hereto to determine the same, such notice
not to be given at any time on or before 30 July 2006. For the avoidance
of
doubt, the Company and the Executive agree and acknowledge that the Executive’s
employment with the Company or members of the Group have commenced since
the
Executive first joined the Company or relevant members of the Group and that
the
entering into this Agreement will not affect the continuity of employment
between the Executive and the Company or relevant members of the
Group.
2
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3.
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Duties
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3.1
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The
Executive shall during his Appointment under this
Agreement:
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(a)
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perform
the duties and exercise the powers and functions which from time
to time
may reasonably be assigned to or vested in him by the Board as
are
necessary for the proper and efficient administration, supervision
and
management of the Business and for the proper discharge of the
duties of
his office as the Managing Director (or such other capacity with
job title
as the Company may reasonably require) of the
Company;
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(b)
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in
the discharge of such duties as shall be reasonably required by
the Board
and in the exercise of such powers observe and comply with the
constitutional documents of the Company and all reasonable and
lawful
resolutions, regulations and directions from time to time made
or given by
the Board in connection with the conduct of the Business and promptly
provide such explanations, information and assistance as to his
activities
or the Business as the Board may reasonably
require;
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(c)
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during
working hours devote the whole of his time, attention and ability
to his
duties hereunder and shall faithfully and loyally serve the Group
to the
best of his ability and use his utmost endeavours to promote its
interests
in all respects; and
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(d)
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not
engage in any other business, profession or occupation whatsoever
without
the prior written consent of the
Board.
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3.2
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Notwithstanding
the provisions of Clause 3.1, the Company shall have the right to
require the Executive at any time to carry out such special projects
or
functions commensurate with his abilities as the Company shall
in its
absolute discretion determine.
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3.3
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The
Executive may be required to work at the principal place of business
of
the Company in Hong Kong or such other location in Hong Kong or
elsewhere
as the Board may from time to time reasonably direct for the proper
performance and exercise of his duties and powers under this Agreement
and
the Executive shall also be required to travel and work outside
Hong Kong
as directed by the Board from time to
time.
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4.
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Remuneration
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4.1
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During
the continuance of the Appointment, the Company shall pay to the
Executive
a Salary of HK$180,000 per month (which shall be deemed to accrue
on a
daily basis) payable in arrears on or before the last working day
of each
calendar month provided that if the Appointment is terminated prior
to the
end of a calendar month, the Executive shall only be entitled to
a
proportionate part of such Salary in respect of the period of service
during the relevant month up to the date of termination. The Board
may
from time to time in its absolute discretion review the Salary
and the
Salary may be adjusted with effect from any such review. For the
avoidance
of doubt, such Salary shall be inclusive of any other sums which
the
Executive may receive as directors fees or other remuneration to
which he
may be or become entitled as a director of the Company or of any
of its
subsidiaries.
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3
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4.2
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At
the absolute discretion of the Board, the Executive may be eligible
for a
performance-based annual bonus as may be approved by the Board,
subject to
such terms and conditions as the Board may
determine.
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4.3
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The
Executive shall solely account to the appropriate authorities for
all
taxes payable in respect of the Salary and other allowances and
benefit(s)
provided to him or to which he is otherwise entitled under this
Agreement,
and hereby undertakes to indemnify the Company on a full indemnity
basis
for any losses, costs, liabilities or expenses incurred by the
Company
resulting from his failure to do
so.
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5.
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Pension
and Insurance Benefits
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5.1
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The
Executive shall be entitled to become and during the continuance
of the
Appointment to remain a member of any pension scheme or mandatory
provident fund operated by the Company. The Executive’s membership of such
scheme(s) shall be subject to the provisions thereof as amended
from time
to time.
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5.2
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The
Executive shall be entitled to become and during the continuance
of the
Appointment to remain a member of any medical scheme as may be
maintained
by the Company from time to time. The Executive’s membership of such
medical scheme (if any) shall be subject to the provisions thereof
as
amended from time to time. The Company has the absolute discretion
to
amend its arrangements for or withdraw the provision of such benefits
as
it sees fit
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6.
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Expenses
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If
the
same is in compliance with the Company’s business and travel expenses policy (as
may be amended from time to time), the Company shall reimburse to the Executive
all travelling, hotel and other out-of-pocket expenses properly and reasonably
incurred by him in the performance of his duties hereunder strictly in
connection with the Business and properly claimed and vouched upon presentation
to the Company of expenses statements or vouchers or such other supporting
information as the Company may require. Notwithstanding the aforesaid,
exceptions to the Company’s business and travel expenses policy may be allowed
with the special approval of the Chairman of the board of directors of
Cornerstone Overseas Investment Limited, the controlling shareholder of the
Company.
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7.
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Annual
Leave
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7.1
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In
addition to statutory labour holidays, the Executive shall be entitled
to
the number of working days’ paid annual leave during each calendar year
set out as follows:
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| - after one year: |
7
working days;
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| - after two years: | 11 working days; |
| - after five years: | 16.5 working days; and |
| - after ten years: | 22 working days, |
4
with
such
annual leave to be taken at such time or times as may be agreed with the
Board.
For the avoidance of doubt, any period of employment of the Executive with
the
Group prior to the date hereof shall be included for calculating the annual
leave or any other contractual or statutory entitlement of the
Executive.
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7.2
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Any
annual leave if not taken during the relevant year, cannot be carried
forward to a subsequent year. No payment will be made by the Company
(during the continuance of this Agreement) in lieu of holidays
not
taken.
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7.3
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For
the calendar year during which the Appointment commences or terminates,
the Executive shall be entitled to such proportion of his annual
leave
entitlement as the period of his employment in each such year bears
to one
calendar year. Upon termination of his employment for whatever
reason he
shall if appropriate either be entitled to a payment in lieu of
any
outstanding annual leave entitlement or be required to pay to the
Company
any salary received in respect of annual leave taken in excess
of his
proportionate annual leave
entitlement.
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8.
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Sickness/Incapacity
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8.1
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If
the Executive shall be prevented by illness, accident or other
incapacity
from properly performing his duties hereunder he shall report this
fact
forthwith to the Board.
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8.2
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If
he Executive shall be absent from his duties hereunder owing to
illness,
accident or other incapacity duly certified in accordance with
the
provisions of Clause 8.1 he shall be paid his full remuneration
during any periods of absence up to a maximum of 120 days in any
period of
12 months or such other period as is required under the Employment
Ordinance (Chapter 57 of the Laws of Hong Kong) and subject to the
provisions of Clause 11 such remuneration as the Board shall in its
absolute discretion allow PROVIDED THAT there shall be deducted
from such
remuneration any benefits payable to the Executive including any
sums
recoverable from a third party.
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9.
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Confidential
Information
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9.1
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The
Executive shall not during the Appointment (save in the proper
course
thereof) or at any time after its termination for any reason whatsoever
disclose to any person whatsoever or otherwise make use (whether
for his
own benefit or the benefit of any other person) of any confidential
or
secret information which he has or may have acquired either in
any period
prior to the date hereof or in the course of his employment hereunder
concerning the Business, finance, customers or trade connections
of the
Group or any of its suppliers, agents, distributors or customers
and shall
use his best endeavours to prevent or permit the unauthorised publication
or disclosure of any such confidential or secret information. The
Executive hereby acknowledges that such confidential or secret
information
shall at all times belong to and be the absolute property of the
Company.
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5
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9.2
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Without
prejudice to the above, the
Executive:
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(a)
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must
not disclose any trade secrets or other information of a confidential
or
secret nature relating to the Group or the Business or in respect
of which
the relevant company owes an obligation of confidence to any third
party
during or after the term of his Appointment, except in the proper
cause of
his employment or as required by
law.
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(b)
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must
not, save in the proper discharge of his duties hereunder, remove
any
documents, or tangible items which belong to the Company or which
contain
any confidential or secret information from the Company’s premises at any
time.
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(c)
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must
return to the Company upon request and, in any event, upon the
termination
of his employment hereunder, all documents and tangible items which
belong
to the Company or which contain or refer to any confidential or
secret
information and which are in his possession or under his
control.
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(d)
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must
upon request and, in any event, upon the termination of his employment
hereunder, delete all confidential or secret information from any
re-usable material and destroy all other documents and tangible
items
which contain or refer to any confidential or secret information
and which
are in his possession or under his
control.
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9.3
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In
the event of the Executive’s breach of any of the above terms, the Company
will be entitled to claim damages or exercise any other right,
power or
remedy under (and subject to and in accordance with the terms of)
this
Agreement or as otherwise provided by
law.
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10.
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Restrictions
on the Executive
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10.1
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Since
the Executive will in the course of the Appointment obtain knowledge
of
the trade secrets and other confidential information with regard
to the
Business and the Group, the Executive hereby agrees and undertakes
to the
Company that he shall not without the prior written consent of
the Board
(such consent to be withheld only so far as may be reasonably necessary
to
protect the legitimate interests of the
Company)
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(a)
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during
the Appointment and for a period of two calendar years after the
termination for whatever reason of his employment hereunder be
engaged or
interested (whether as a director, shareholder, principal, consultant,
agent, partner or employee) in any business concern (of whatever
kind)
which shall in Hong Kong or the PRC be in competition with the
Group
PROVIDED ALWAYS that nothing in this Clause 10.1 (a) shall restrain
the Executive from engaging or being interested as aforesaid in
any such
business concern in so far as his duties or work relate principally
to
services or goods of a kind with which the Executive was not concerned
during the period of two calendar years prior to the termination
of his
employment hereunder;
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(b)
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during
the Appointment and for a period of two calendar years after the
termination for whatever reason of his employment hereunder either
on his
own behalf or on behalf of any other person, firm or company in
respect of
any services of a kind provided or any goods of a kind sold or
supplied by
the Company in respect of the provision or sale or supply of which
the
Executive may have been engaged during his employment with the
Company:
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(i)
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canvass,
solicit or approach or cause to be canvassed, solicited or approached
for
orders; or
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6
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(ii)
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directly
or indirectly deal with
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any
person, firm or company who at the date of the termination of this Agreement
or
within two years prior to such date is or was a client or customer of the
Group
or was in the habit of dealing under contract with the Group; and
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(c)
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during
the period of Appointment and for a period of two calendar years
after the
termination for whatever reason of his Appointment hereunder either
on his
own behalf or on behalf of any other person, firm or
company:
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(i)
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directly
or indirectly solicit or entice or endeavour to solicit or entice
away
from the Group any employee engaged in its or their business and
with whom
the Executive had dealings at any time during the last year of
his
Appointment hereunder; and
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(ii)
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interfere
or seek to interfere with the continuance of supplies to the Group
(or the
terms relating to such supplies) from any suppliers who have been
supplying goods, materials or services to the Group at any time
during the
last year of his Appointment
hereunder.
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10.2
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Whilst
each of the restrictions in Clauses 10.1(a), 10.1(b) and 10.1(c) is
considered by the parties hereto to be reasonable in all the circumstances
as at the date hereof it is hereby agreed and declared that if
any one or
more of such restrictions shall be judged to be void as going beyond
what
is reasonable in all the circumstances for the protection of the
interests
of the Company but would be valid if words were deleted therefrom
the said
restrictions shall be deemed to apply with such modifications as
may be
necessary to make them valid and effective and any such modification
shall
not thereby affect the validity of any other restriction contained
herein.
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10.3
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The
Executive hereby undertakes to the Company (except with the prior
consent
in writing of the Company) that during the Appointment, the Executive
will
not either on his own account or in conjunction with or on behalf
of any
person, firm or company, directly or indirectly, carry on, be engaged
in,
concerned with or interested in, whether as shareholder (interested
in
more than 5% of the issued shares of such company), director, employee,
consultant, partner, representative, agent or otherwise, any business
(other than as a holder (directly or through nominees) of the issued
shares or debentures of any company listed on any recognized stock
exchange or unlisted companies.
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7
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11.
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Termination
on the Happening of Certain
Events
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11.1
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The
Company may, without prejudice to any remedy which it may have
against the
Executive for the breach or non-performance of any of the provisions
of
this Agreement, by notice in writing to the Executive forthwith
determine
this Agreement if the Executive
shall:
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(a)
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commit
any serious or persistent breach of any of the provisions herein
contained;
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(b)
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be
persistently guilty of any grave misconduct or wilful default or
neglect
in the discharge of his duties
hereunder;
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(c)
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become
bankrupt or have a bankruptcy order made against him or suspend
payment of
his debts or compound with or make any arrangement or composition
with his
creditors generally;
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(d)
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become
a lunatic or of unsound mind or become a patient for any purpose
of any
statute relating to mental health;
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(e)
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be
guilty of any serious conduct tending to bring himself or any member
of
the Group into disrepute;
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(f)
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be
prohibited by law or other competent authority from being a director
of a
company or from fulfilling his duties
hereunder;
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(g)
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persistently
refuse to carry out any reasonable or lawful order given to him
in the
course of his Appointment;
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(h)
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be
convicted of any criminal offence (other than an offence which
in the
reasonable opinion of the Board does not affect his position under
this
Agreement);
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(i)
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be
guilty of any act of dishonesty whether relating to the Company,
any other
employee of the Company or any member of the Group during the Appointment;
or
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(j)
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improperly
divulge to any unauthorized person, firm or company any confidential
information or any other business secret or details of the organization,
business or clientele of the Group.
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12.
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Obligations
upon Termination of
Appointment
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12.1
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Upon
the date of termination of his Appointment hereunder for whatever
reason
the Executive shall:
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(a)
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forthwith
tender his resignation without compensation (if he has not already
done
so) from all offices held by him in the Company and its subsidiaries
and
the Executive hereby irrevocably appoints the Company to be his
attorney
and in his name and on his behalf to sign and execute any document
or do
anything necessary if the Executive fails to sign and do the
same;
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8
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(b)
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deliver
up to the Company all keys, credit cards, correspondence, plans,
documents, specifications, reports, papers and records (including
any
computer material such as discs or tapes) and all copies thereof
and any
other property (whether or not similar to the foregoing or any
of them)
belonging to the Group which may be in his possession or under
his
control, and (unless prevented by the owner thereof) any such property
belonging to others which may be in his possession or under his
control
and which relates in any way to the Business or affairs of the
Group or
any supplier, agent, distributor or customer of the Group, and
he shall
not without written consent of the Board retain any copies thereof;
and
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(c)
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not
at any time thereafter represent himself to be connected in any
way
whatsoever with the Group.
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13.
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Effect
of Termination of this
Agreement
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Termination
for whatever reason shall not relieve the parties hereto of their respective
obligations and liabilities arising or accrued prior to the termination of
the
Appointment or of obligations and liabilities which expressly or by necessary
implication continue after termination of the Appointment.
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14.
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Inventions
and other industrial or intellectual
property
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14.1
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Any
discovery or invention or secret process or new or more advanced
technology or improvement in procedure made or discovered by the
Executive
during the Appointment in connection with or in any way affecting
or
relating either directly or indirectly to the Business, or capable
of
being used or adapted for use therein or in connection therewith,
shall
forthwith be disclosed to the Company and shall belong to and be
the
absolute property of the Company.
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14.2
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Any
concept, idea, invention, improvement, design, plan, drawing or
specification or process or information discovered or copyright
work or
trade xxxx or trade name or get-up relating to the Business discovered,
created, developed or otherwise acquired by the Executive or communicated
to the Executive by any other employee of the Company or any member
of the
Group during the continuance of the Appointment (capable of being
patented
or registered and discovered, created, developed or otherwise acquired
in
the course of his Appointment) in conjunction with or in any way
affecting
or relating to the Business or capable of being used or adapted
for use
therein or in connection therewith shall (unless such concept,
idea,
invention, improvement, design, plan, drawing or specification
or process
or information discovered or copyright work or trade xxxx or trade
name or
get-up were in existence prior to the commencement of a similar
business
by any company in the Group) forthwith be disclosed in writing
to the
Company and shall belong to and be the absolute property of the
Company or
such company in the Group as the Company may direct without any
compensation whatsoever to the
Executive.
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9
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14.3
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The
Executive, if and whenever required so to do shall, at the expense
of a
company within the Group, apply or join with such company in applying
for,
obtaining and/or renewing letters patent or other protection or
registration for any such intellectual property in Hong Kong or
any other
part of the world for such discovery, invention, process, technology
or
improvement as aforesaid and execute all instruments and do all
things
necessary for the vesting of the said letters patent or other similar
protection when obtained and all right and title to and interest
in the
same in such company within the Group absolutely as the sole beneficial
owner or such other person as the Company may
require.
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14.4
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The
Executive shall promptly disclose to the Company all copyright
works
originated, conceived, written or made by him alone or with others
(except
only those works originated, conceived, written or made by him
wholly
outside his normal working hours and wholly unconnected with his
Appointment) and shall until such rights shall be fully and absolutely
vested in the Group, hold them on trust for the
Company.
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15.
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Working
Hours
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15.1
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The
Executive shall attend punctually at such offices of the Company
as the
Company shall designate during normal office hours of the Company
(subject
to Clause 15.2) and shall not be absent from work at any time without
the consent of the Board. For the avoidance of doubt, the normal
office
hours of the Company are Monday to Friday 9.00 a.m. - 1.00 p.m.,
2.00 p.m.
- 6.00 p.m., and Saturday 9.00 a.m. - 1.00
p.m.
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15.2
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If
and whenever it may be necessary for the proper discharge of his
duties,
the Executive shall attend at the offices of the Company or elsewhere
as
may be required at such earlier hour or for such longer period
as may be
required and the Executive shall not be entitled to receive any
remuneration for work done outside normal office
hours.
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16.
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Waiver
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16.1
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Time
is of the essence of this Agreement but no failure or delay on
the part of
either party to exercise any power, right or remedy hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise
by
either party of any power, right or remedy preclude any other or
further
exercise thereof or the exercise of any other power, right or remedy
by
that party.
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16.2
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The
remedies provided herein are cumulative and are not exclusive of
any
remedies provided by law.
|
|
17.
|
Former
employment agreements
|
|
17.1
|
This
Agreement constitutes the entire agreement between the parties
hereto in
relation to the subject matter hereof and shall be in substitution
for and
supersedes all and any previous and existing employment agreements
entered
into between the Executive and any member of the Group and for
any terms
of employment previously in force between any such company and
the
Executive, whether or not on a legal or formal basis which shall
be deemed
to have been cancelled with effect from the date of commencement
of the
term of the Appointment.
|
10
|
17.2
|
The
Executive hereby acknowledges that he has no claim of any kind
whatsoever
against any member of the Group and without prejudice to the generality
of
the foregoing he further acknowledges that he has no claim for
damages
against any member of the Group for the termination of any previous
employment agreements for the purpose of entering into this
Agreement.
|
|
18.
|
Notices
|
|
18.1
|
All
notices, requests, demands, consents or other communications to
or upon
the parties under or pursuant to this Agreement shall be in writing
addressed to the relevant party at such party’s address set out below (or
at such other address or facsimile number as such party may hereafter
specify to the other party) and shall be deemed to have been duly
given or
made: -
|
|
(a)
|
in
the case of a communication by letter 5 days (if overseas) or 2
days (if
local) after despatch or, if such letter is delivered by hand,
on the day
of delivery; or
|
|
(b)
|
in
the case of a communication by telex or facsimile, when sent provided
that
the transmission is confirmed by the answer back of the recipient
(in the
case of telex) or by a transmission report (in the case of
facsimile).
|
| The Company’s address: | |||
|
Address:
|
Xxxx
XX000, Xxxxx XX0, Xxxxxxxxx Golden Plaza, 00 Xxxx
|
||
|
Xxxx,
Xxxxxxxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx
|
|||
|
Fax
No.:
|
(000)
0000 0000 / 0000 0000
|
||
|
For
the attention of: Xx.
Xxxxx Xx
|
|||
|
The
Executive’s address:
|
|||
|
Address:
|
Unit
A, 12/F, Century Industrial Building, Xxxx Xxx Tau Road, Xxx
000,
Xxxx Xxx, Xxx Xxxxxxxxxxx, Xxxx Xxxx
|
||
|
Fax
No.:
|
0000
0000
|
||
|
For
the attention of Li San Tung
|
|||
|
19.
|
Assignment
|
|
19.1
|
This
Agreement shall be binding upon and endure for the benefit of each
party
hereto and its successors and assigns and personal representatives
(as the
case may be), provided always that the Executive shall not assign
his
obligations and liabilities under this
Agreement.
|
11
|
20.
|
Amendment
|
|
20.1
|
This
Agreement may not be amended, supplemented or modified except by
a written
agreement or instrument signed by or on behalf of the parties
hereto.
|
|
21.
|
Severability
|
|
21.1
|
Any
provision of this Agreement prohibited by or unlawful or unenforceable
under any applicable law actually applied by any court of competent
jurisdiction shall, to the extent required by such law, be severed
from
this Agreement and rendered ineffective so far as is possible without
modifying the remaining provisions of this Agreement. Where, however,
the
provisions of any such applicable law may be waived, they are hereby
waived by the parties hereto to the full extent permitted by such
law to
the end that this Agreement shall be a valid and binding agreement
enforceable in accordance with its
terms.
|
|
22.
|
Governing
Law and Jurisdiction
|
|
22.1
|
This
Agreement shall be governed by, construed and take effect in accordance
with the laws of Hong Kong. The courts of Hong Kong shall have
the
non-exclusive jurisdiction to settle any claim, dispute or matter
of
difference which may arise out of or in connection with this Agreement
(including without limitation claims of set off or counterclaim)
or the
legal relationships established by this
Agreement.
|
12
IN
WITNESS whereof
this Agreement has been entered into the day and year first above
written
|
SIGNED
by HU XXX XXX
|
)
|
|
|
for
and on behalf of
|
)
/s/ HU XXX XXX
|
|
|
KORD
HOLDINGS INC.
|
)
|
|
|
in
the presence of:-
|
)
|
/s/
Xxx
Xxx
Ming
Solicitor,
Hong Kong SAR
Woo,
Xxxx, Xxx & Lo
|
SIGNED,
SEALED and DELIVERED by
|
)
|
|
|
LI
SAN TUNG
|
)
/s/ LI SAN TUNG
|
|
|
in
the presence of:-
|
)
|
/s/
Xxx
Xxx
Ming
Solicitor,
Hong Kong SAR
Woo,
Xxxx, Xxx & Lo
13
