EXHIBIT 4.7
STRICTLY PRIVATE AND CONFIDENTIAL
4 February 2004
DF China Technology Inc.
Unit 3207-08 West Tower
Shun Tak Centre
000-000 Xxxxxxxxx Xxxx Xxxxxxx
Xxxx Xxxx
Xxxxx
Attention: Xx. Xxxxx Xxx
Dear Sirs,
INTRODUCTION OF POTENTIAL INVESTORS TO DF CHINA TECHNOLOGY INC.
This letter serves as an agreement (the "Agreement") between Xxxx Securities
Company Limited ("Xxxx") and DF China Technology Inc. (the "Company") pursuant
to which the Company agrees to appoint Xxxx as the arranger, on a best effort
basis, to source potential investors in respect of a placing of new shares in
the capital of the Company (the "Proposed Transaction").
The countersigning of this letter of agreement by an authorized signatory of
Xxxx and the Company is intended to form legally binding obligations on the two
parties and shall constitute an acceptance by the Company of the terms and
conditions set out below:
1. Background
The securities of the Company are listed on NASDAQ in the US. The Company
is now seeking a new equity funding of not exceeding US$5 million to
finance its business development in future. The issue price per share is
intended to be US$0.2 per share.
2. Scope of Services to be provided
Under this Agreement, Xxxx accepts the responsibilities of acting as the
arranger to the Company in relation to the Proposed Transaction. The
services to be provided by Xxxx as the arranger will include the
following:
(i) to seek potential investors for the Proposed Transaction on behalf
of the Company; and
(ii) to liaise and co-ordinate between the management and the Company and
potential investors as required; and
(iii) to assist in the negotiations with potential investors.
3. The Company's Responsibilities
(i) to obtain a valid board resolution of the Company authorizing the
appointment of Xxxx as the arranger in respect of the Proposed
Transaction; and
(ii) to provide Xxxx will all relevant information regarding the Company
that Xxxx may reasonably require to properly perform its duties as
set out herein provided that all such information has been publicly
disclosed; and
(iii) to assist Quam personnel in the performance of their duties in
respect of the Proposed Transaction by providing full and xxxxx
disclosure of all matters that bay be relevant to the Proposed
Transaction provided that all such information has been publicly
disclosed.
4. Commencement of Assignment
Xxxx proposes to commence its duties and responsibilities upon acceptance
and countersignature and return of this Agreement.
5. Remuneration
The fee payable to Xxxx in connection with the Proposed Transaction to be
provided shall be HK$200,000. Such fee shall be payable upon completion of
the Proposed Transaction and may be deducted by Xxxx from the proceeds for
the Proposed Transaction if applicable.
6. Expenses
The Company shall reimburse Xxxx upon demand for all out of pocket
expenses incurred by Xxxx in relation to the Proposed Transaction and
undertake to indemnify Xxxx the full amount if Xxxx were to incur any US
tax liabilities as a result for the provision of services to the Company
in respect of the Proposed Transaction. Fees payable for other
professional services engaged in relation to the Proposed Transaction and
their related out of pocket expenses shall be paid by the Company. All
commitments to any such expenses shall be discussed and agreed with the
Company prior to
such expenses being incurred. All such expenses shall remain due and
payable by the Company whether or not Xxxx continues to be the arranger
for the Proposed Transaction.
7. Indemnity
The Company hereby indemnifies and holds Xxxx harmless from and against
any and all losses, claims, damages or liabilities, incurred by Xxxx in
relation with the aforementioned services provided to the Company, save to
the extent that any such loss, claim, damage or liability arises as a
direct result of the willful default or negligence of Xxxx.
8. Confidentiality
Save for the exception noted below, all information received concerning
the Company shall be kept strictly private and confidential by Xxxx. Such
information shall only be used in connection with the provision of
aforementioned services to the Company and shall not be disclosed to any
third parties and/or potential investors of the Company without the prior
consent or approval of the Company.
9. Termination Clause
In accordance with market practice, Xxxx reserves the right to resign from
this engagement by giving the Company 14 days' notice (taking account of
the circumstances of the case) in writing if there arise any
circumstances, including regulatory requirements both in Hong Kong and the
United States of America, which in the opinion of Xxxx, makes it
inadvisable for Xxxx to continue to act for the Company. Further, the
Company has the right to cancel the engagement with Xxxx by giving 14
days' notice. Xxxx accepts no liability whatsoever in relation to the
termination of engagement as a result of this clause.
10. Governing Law
This Agreement shall be governed by and construed in accordance with the
laws of Hong Kong Special Administrative Region of the People's Republic
of China.
11. Duration of Agreement and Continuity
The terms herein shall become effective upon signing of this letter by
both parties hereto and shall continue and remain in force until 31 March
2004, save that any outstanding fees payable to Xxxx shall remain payable
thereafter.
Please confirm your acceptance of the terms and conditions are acceptable of
this Agreement by countersigning and returning the attached copy letter.
Yours faithfully,
For and on behalf of
XXXX SECURITIES COMPANY LIMITED
_________________________________
Authorized Signatory
Agreed and Confirmed by:
For and on behalf of
DF CHINA TECHNOLOGY INC.
______________________________
Authorized Signatory
Name:
Date:
