Exhibit 10.16A
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SHAREHOLDERS' AGREEMENT
among
STAR DIGITEL LIMITED
and
STAR TELECOM HOLDING LIMITED
and
INTERNATIONAL WIRELESS COMMUNICATIONS, INC.
_________________________________
Dated as of November 7, 1996
_________________________________
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TABLE OF CONTENTS
ARTICLE/SECTION PAGE
1. Definitions............................................................. 1
1.1 Certain Definitions................................................ 1
1.2 Principles of Interpretation....................................... 3
2. Business of the Company................................................. 3
3. Restrictions on Transfer of Shares...................................... 3
3.1 Limitation on Transfer............................................. 3
3.2 Transfers in Compliance with Law................................... 4
3.3 Affiliate Transfers................................................ 4
3.4 Right of First Refusal and Right of Co-Sale........................ 4
3.5 Veto Rights........................................................ 6
3.6 IWC Right of Free Sale............................................. 6
3.7 STHL Right of Free Sale............................................ 6
4. Right of First Offer.................................................... 6
5. Management.............................................................. 8
5.1 General............................................................ 8
5.2 Shareholder Votes.................................................. 8
5.3 Board of Directors................................................. 9
5.4 Board Meetings.....................................................10
5.5 Matters Requiring Unanimous Approval...............................11
5.6 Chief Executive Officer............................................12
5.7 Company Projects...................................................12
5.8 Directors' Access..................................................12
6. Financial Reports and Auditing..........................................13
6.1 Right of Inspection................................................13
6.2 Books and Records..................................................13
6.3 Reports............................................................13
6.4 Budgets and Business Plans.........................................14
6.5 Bank Accounts......................................................14
7. Funding.................................................................14
7.1 Additional Capital Contributions...................................14
7.2 Failure to Make Capital Contribution...............................14
7.3 Penalty Percentage.................................................14
7.4 Reduction in Equity Interest.......................................15
7.5 Rights of Other Shareholders.......................................15
7.6 Further Assurances.................................................15
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8. Management Options..................................................... 15
9. Memorandum and Articles of Association................................. 15
10. Representations and Warranties......................................... 16
11. Fees and Expenses...................................................... 16
12. Confidentiality........................................................ 16
12.1 General Obligation............................................... 16
12.2 Exceptions....................................................... 17
12.3 Disclosure to Third Parties...................................... 17
13. Publicity.............................................................. 17
14. Foreign Corrupt Practices Act.......................................... 17
15. US Investment Company Act of 1940...................................... 18
16. Miscellaneous.......................................................... 18
16.1 Legend........................................................... 18
16.2 Notices.......................................................... 18
16.3 Discrepancies.................................................... 19
16.4 Severability..................................................... 19
16.5 Entire Agreement................................................. 19
16.6 Term of Agreement................................................ 19
16.7 Amendment and Waiver............................................. 19
16.8 Consent to Specific Performance.................................. 20
16.9 Assignment; Binding on Transferee................................ 20
16.10 GOVERNING LAW.................................................... 20
16.11 Arbitration...................................................... 20
16.12 Shareholder Obligations; Further Assurances...................... 21
16.13 Counterparts..................................................... 22
EXHIBITS
Exhibit A: Form of Deed of Adherence
Exhibit B: Form of Written Resolution
SHAREHOLDERS' AGREEMENT, dated as of November 7, 1996 (this
"Agreement"), among STAR DIGITEL LIMITED, a company incorporated in Hong Kong
with its registered offices at 6th Floor, Star Telecom Tower, 414 Xxxx Xxxx
Road, Xxxx Xxxx, Kowloon, Hong Kong (the "Company"), STAR TELECOM HOLDING
LIMITED, a Hong Kong company incorporated in Hong Kong with its registered
offices at 6th Floor, Star Telecom Tower, 414 Xxxx Xxxx Road, Xxxx Xxxx,
Kowloon, Hong Kong ("STHL"), and INTERNATIONAL WIRELESS COMMUNICATIONS, INC., a
Delaware corporation with its principal offices at 000 Xxxxx Xx Xxxxxx Xxxx, Xxx
Xxxxx, XX 00000, U.S.A. ("IWC").
As of the date of this Agreement, the authorized share capital of the
Company will be increased to HK$579,750,000, comprised of 579,750,000 ordinary
shares, nominal value HK$1.00 each (the "Shares").
The Company, STHL and IWC have entered into a Subscription Agreement,
dated as of September 23, 1996 (the "Subscription Agreement") pursuant to which,
among other things, the Company has agreed to issue and allot (a) to IWC, and
IWC has agreed to subscribe for, up to an aggregate of 231,900,000 Shares and
(b) to STHL, and STHL has agreed to subscribe for, up to an aggregate of
342,850,000 Shares in each case, in two stages for the consideration specified
in the Subscription Agreement.
The parties hereto wish to provide for certain matters relating to the
transfer of Shares and the management and operation of the Company and its
existing and future subsidiaries. This Agreement is entered into as a condition
precedent to the subscription for Shares by IWC under the Subscription
Agreement.
In consideration of the foregoing and of the mutual covenants
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Definitions.
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1.1 Certain Definitions. The following capitalized terms
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shall have the following meanings for purposes of this Agreement:
"Affiliate" means, in relation to any Shareholder, a
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Person controlling, controlled by or under common control with such Shareholder.
For purposes of this Agreement, "control" means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting securities, by
contract or otherwise.
"Basic Documents" means this Agreement, the Charter Documents,
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the Subscription Agreement, the STHL Management Services Agreement, the IWC
Management Services Agreement, the Noncompetition Agreement, the Loan Agreement
and the Escrow Agreement.
"Board" means the board of directors of the Company.
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"Charter Documents" means, collectively, the Memorandum of
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Association and the Articles of Association of the Company.
"Company Projects" means (i) the projects listed in Schedule 4.1
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to the Subscription Agreement, (ii) the projects in connection with the Mobile
Telephone Business in the PRC (as such terms are defined in the Subscription
Agreement) listed in Schedule 5.4 of the Subscription Agreement, and (iii) any
other projects approved by the Board as provided in Section 5.5 of this
Agreement.
"Director" means a director of the Company (including any duly
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appointed alternate director).
"Escrow Agreement" means the Escrow Agreement entered into as of
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September 22, 1996 among IWC, STHL, SDL and The Hongkong and Shanghai Banking
Corporation Limited.
"Financial Year" means the financial year of the Company, which
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shall end on December 31.
"Hong Kong dollars" or "HK$" means Hong Kong dollars, the lawful
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currency of Hong Kong.
"IWC Management Services Agreement" means the Management Services
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Agreement entered into as of the date hereof between the Company and IWC.
"Noncompetition Agreement" means the Noncompetition Agreement
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entered into as of the date hereof between STHL and IWC.
"Person" means any natural person, corporation,
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partnership, firm, joint venture, association, joint stock company, trust,
unincorporated association, governmental authority or other legal entity.
"Securities" means shares in the share capital of the Company
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and any options, warrants or other securities that are directly or indirectly
convertible into, or exercisable or exchangeable for, such share capital.
"Shareholder" means (i) each of IWC and STHL, for so long as they
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remain shareholders of the Company, and (ii) any other Person who becomes a
shareholder of the Company in accordance with the terms of this Agreement and
executes a Deed of Adherence substantially in the form attached hereto as
Exhibit A, for so long as such Person remains a shareholder of the Company.
"STHL Management Services Agreement" means the Management
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Services Agreement entered into as of the date hereof between the Company and
STHL.
"Subsidiary" means any corporation, partnership or other entity
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in which the Company directly or indirectly holds a majority interest in the
form of shares, membership, partnership interests or otherwise.
"US dollars" or "US$" means United States dollars, the lawful
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currency of the United States of America.
"Vanguard" means Vanguard Cellular Systems, Inc., a North
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Carolina corporation, or an Affiliate or a subsidiary thereof.
1.2 Principles of Interpretation.
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(a) Any reference herein to any Article, Section, Exhibit
or Schedule shall refer to such Article or Section of, or Exhibit or Schedule
to, this Agreement. The words "herein," "hereof" and "hereunder," and words of
like import, shall refer to this Agreement as a whole and not to any particular
provision hereof.
(b) All pronouns and any variations thereof shall be deemed
to refer to the masculine, feminine or neuter, singular or plural, as the
identity of the antecedent Person or Persons may require.
(c) The headings in this Agreement are
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intended solely for convenience of reference and shall be given no effect in the
interpretation of this Agreement.
2. Business of the Company. The business of the Company shall be to
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engage in mobile telephone and related businesses, directly or indirectly
through the Subsidiaries.
3. Restrictions on Transfer of Shares.
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3.1 Limitation on Transfer. No Shareholder shall sell, give,
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transfer, assign, charge, mortgage, hypothecate, pledge, encumber, grant a
security interest in or otherwise dispose of (whether by operation of law or
otherwise) (each, a "Transfer") any Securities, or any right, title or interest
therein or thereto, except as expressly permitted by this Article 3. Any
attempt to Transfer any Securities or any rights therein or thereto in violation
of this Article 3 shall be null and void ab initio, and the Company shall not
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register any such Transfer.
3.2 Transfers in Compliance with Law. Notwithstanding any other
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provision of this Agreement, no Transfer may be made pursuant to this Article 3
unless (a) the transferee has agreed in writing to be bound by the terms and
conditions of this Agreement pursuant to a Deed of Adherence substantially in
the form attached hereto as Exhibit A, (b) the Transfer complies in all respects
with the applicable provisions of this Agreement and (c) the Transfer complies
in all respects with applicable securities laws. If requested by the Company in
its reasonable discretion, an opinion of counsel to such transferring
Shareholder shall be supplied to the Company, at such transferring Shareholder's
expense, to the effect that such Transfer complies with applicable securities
laws.
3.3 Affiliate Transfers.
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3.3.1 Permitted Transferees. Any Shareholder may Transfer
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some or all of the Securities held by such Shareholder to an Affiliate of such
Shareholder without compliance with the provisions of Section 3.4. The parties
agree that IWC shall have the right to transfer some or all of the Securities
held by IWC to an Affiliate established by IWC and Vanguard or directly to
Vanguard without compliance with the provisions of Section 3.4.
3.3.2 Change in Status. If Securities are Transferred by a
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Shareholder to an Affiliate of such Shareholder and such transferee shall at any
time cease to be an Affiliate of such
Shareholder, such Securities shall be transferred (i) back to the original
Shareholder or (ii) to another Affiliate of that Shareholder.
3.3.3 Combined Holdings. The Securities held by a Shareholder
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and such Shareholder's Affiliates shall for all purposes of this Agreement be
treated as Securities held by a single Shareholder.
Notwithstanding a Transfer to an Affiliate, the Shareholder shall
remain liable for any and all of its obligations under this Agreement and the
Subscription Agreement.
3.4 Right of First Refusal and Right of Co-Sale. Each Shareholder (a
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"Transferor") who proposes to Transfer Securities to a third party (a "Third
Party Purchaser") grants to each other Shareholder (a "Section 3.4 Rightholder")
a right of first refusal ("Right of First Refusal") to purchase such Section 3.4
Rightholder's pro-rata share of the Transferor's Securities and a pro-rata right
of co-sale to participate in such Transfer ("Right of Co-Sale") at the option of
each Section 3.4 Rightholder in accordance with Section 3.4(b).
(a) Each Transferor shall furnish to each Section 3.4
Rightholder written notice (the "Transferor Notice") of the intended
disposition, including the identity of the Third Party Purchaser, the price at
which the Securities are proposed to be Transferred and the general terms upon
which such Transfer is proposed to be made.
(b) Each Section 3.4 Rightholder shall have 21 calendar days
after the receipt of the Transferor Notice (i) to agree to purchase its pro-rata
share of such Securities for the price and upon the general terms specified in
the notice by giving written notice to the Transferor and stating therein the
quantity of Securities to be purchased or (ii) to agree to participate in the
Transfer at the price and upon the general terms specified in the notice by
giving written notice to the Transferor and stating therein the number of the
Section 3.4 Rightholder's Securities to be sold. A Section 3.4 Rightholder may
exercise either its Right of First Refusal or its Right of Co-Sale pursuant to
this Section 3.4, but may not exercise both such rights with respect to any
single proposed Transfer of Securities.
(c) For purposes of this Section 3.4, if a Section 3.4
Rightholder elects to exercise its pro-rata Right of Co-
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Sale, the number of Securities it may sell to the Third Party Purchaser shall be
equal to the product of the total number of Securities proposed to be sold by
the Transferor to the Third Party Purchaser multiplied by a fraction, the
numerator of which shall be the total number of Securities owned by the Section
3.4 Rightholder and the denominator of which shall be the total number of
Securities owned by the Transferor and all of the Section 3.4 Rightholders.
(d) In the event the Section 3.4 Rightholders waive or fail to
exercise in full the Right of First Refusal or if any Section 3.4 Rightholders
exercise their Right of Co-Sale within the above-mentioned time periods, then
the Transferor and such exercising Section 3.4 Rightholders shall have 120
calendar days thereafter to transfer the Securities to the Third Party Purchaser
at the price and upon the terms specified in the Transferor Notice. The total
number of Securities permitted to be Transferred to the Third Party Purchaser by
the Transferor hereunder shall be equal to the number of Securities with respect
to which the Section 3.4 Rightholders waived or failed to exercise their Right
of First Refusal less that number of Securities to be sold to the Third Party
Purchaser by Section 3.4 Rightholders pursuant to the exercise of their Right of
Co-Sale. In the event the Transferor does not Transfer such Securities to the
Third Party Purchaser within such 120-day period, the Transferor shall not
thereafter Transfer such Securities without again complying with the Right of
First Offer and Right of Co-Sale provisions in this Section 3.4.
(e) The exercise or non-exercise of the Right of First Refusal and
the Right of Co-Sale by a Section 3.4 Rightholder with respect to a Transfer of
Securities by a Transferor shall not affect such Section 3.4 Rightholder's Right
of First Refusal or Right of Co-Sale with respect to subsequent transfers of
Securities.
(f) A change in the beneficial ownership of any Shareholder or any
Person that controls a Shareholder shall not constitute a Transfer of Securities
that causes the Right of First Refusal and the Right of Co-Sale to arise
hereunder so long as such Shareholder's ownership interest in the Company does
not constitute the primary asset of such Shareholder or other Person in respect
of which such change in beneficial ownership occurs.
(g) Any Section 3.4 Rightholder may assign its Right of First
Refusal or Right of Co-Sale hereunder to (i) any other Section 3.4 Rightholder,
(ii) any Affiliate of such Section 3.4 Rightholder or (iii) a nominee of such
Section 3.4 Rightholder,
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insofar as such Section 3.4 Rightholder is unable to reap the benefit of this
Section 3.4 because the Transfer of Securities to such Section 3.4 Rightholder
as provided herein is not permitted by any governmental authority or is not
possible for any other reason.
3.5 Veto Rights. If a Shareholder proposes to Transfer
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Securities to a Third Party Purchaser that is engaged in the mobile telephone
business or any other business in which the Company is directly or indirectly
engaged at the time of the proposed Transfer, non-Transferring Shareholders
holding in the aggregate at least 25% of the issued Shares shall each have the
right to prohibit such Transfer, notwithstanding compliance by the Transferor
with Section 3.4.
3.6 IWC Right of Free Sale. Notwithstanding anything to the
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contrary contained herein and in addition to its rights under Section 3.3, IWC
shall have the right, exercisable once at any time prior to the first
anniversary of this Agreement, to Transfer any or all of its Securities to any
Person and such Transfer shall not be subject to the Right of First Refusal or
Right of Co-Sale hereunder.
3.7 STHL Right of Free Sale. Notwithstanding anything to the
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contrary contained herein, STHL shall have the right, exercisable once at any
time after the date of this Agreement, to Transfer up to an aggregate of 5%
(determined as of the date of the exercise) of its Securities to any Person and
such Transfer shall not be subject to the Right of First Refusal or Right of Co-
Sale hereunder.
4. Right of First Offer. The Company hereby grants to each
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Shareholder a right of first offer ("Right of First Offer") to subscribe for
such Shareholder's pro-rata share of any New Securities (as defined in Section
4(e) below) that the Company may from time to time propose to issue.
(a) In the event that the Company proposes to undertake an
issuance of New Securities, the Company shall give written notice (the "Company
Notice") of its intention to so issue such New Securities to each Shareholder.
The Company Notice shall include the type and number of such New Securities, the
price and the general terms upon which such New Securities are proposed to be
issued, the number of such New Securities for which each Shareholder is entitled
to subscribe pursuant to this Article 4 and the identity of the Person(s) to
whom such New Securities are proposed to be issued (the "Proposed Acquirers").
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(b) Each Shareholder shall have 21 calendar days after the
receipt of the Company Notice to agree to subscribe for its pro-rata share of
such New Securities for the price and upon the general terms specified in the
notice by giving written notice to the Company and stating therein the number of
New Securities for which such Shareholder shall subscribe. If any Shareholder
fails to exercise or waives its Right of First Offer hereunder (a "Non-
Exercising Shareholder"), the Company shall give notice to all Shareholders who
do exercise their Right of First Offer (the "Exercising Shareholders") of such
failure or waiver.
(c) Each Exercising Shareholder shall have a right of over
allotment to subscribe for its pro-rata portion of any New Securities not
subscribed for by a Non-Exercising Shareholder hereunder. Each Exercising
Shareholder may exercise such right of over allotment by giving written notice
to the Company within seven calendar days of receipt of the notice of non-
exercise or waiver from the Company described in clause (b) above and stating
therein the number of New Securities for which such Exercising Shareholder shall
subscribe.
(d) In the event the Shareholders waive or fail to exercise
in full the Right of First Offer set forth in clauses (b) and (c) of this
Article 4 within the above-mentioned time periods, then the Company shall have
120 calendar days thereafter to sell any New Securities with respect to which
the Shareholders did not exercise their Right of First Offer at a price and upon
general terms no more favorable to the Proposed Acquirers than those specified
in the Company Notice. In the event the Company does not sell the New Securities
within such 120-day period, the Company shall not thereafter issue or sell such
New Securities without first offering such New Securities to the Shareholders in
accordance with this Article 4.
(e) For the purposes of this Article 4, the term "New
Securities" shall mean any Securities, whether now authorized or authorized in
the future, that are offered for subscription or sale by the Company.
(f) The exercise or non-exercise of the Right of First Offer by
a Shareholder hereunder with respect to an issuance of New Securities shall not
affect such Shareholder's Right of First Offer with respect to subsequent
issuances of New Securities.
(g) Any Proposed Acquirer to whom New Securities
9
are issued pursuant to this Article 4 shall become a party to and shall be bound
by the restrictions on Transfer and the other restrictions and obligations set
forth in this Agreement to the same extent and with the same force and effect as
if such person were an original signatory hereto. Each Proposed Acquirer shall,
as a condition to subscribing for such New Securities, execute a Deed of
Adherence substantially in the form of Exhibit A upon or before the consummation
of the issuance of such New Securities.
5. Management.
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5.1 General. From and after the date hereof, each Shareholder
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shall vote its Shares at any ordinary general meeting or extraordinary general
meeting of Shareholders (a "Shareholders' Meeting") or in any written resolution
executed in lieu of such a meeting of Shareholders (a "Written Resolution"), and
shall take all other actions necessary, to give effect to the provisions of this
Agreement (including, without limitation, Section 5.3.2) and to ensure that the
Charter Documents do not, at any time hereafter, conflict in any respect with
the provisions of this Agreement. In addition, each Shareholder shall vote its
Shares at any Shareholders' Meeting, or act by Written Resolution with respect
to such Shares, upon any matter submitted for action by the Shareholders or with
respect to which such Shareholder may vote or act by Written Resolution, in
conformity with the specific terms and provisions of this Agreement and the
Charter Documents.
5.2 Shareholder Votes. The following matters in relation to the
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Company shall require the unanimous consent of the Shareholders in a Written
Resolution or the unanimous consent of representatives of the Shareholders
present at a duly convened Shareholders' Meeting:
(a) any amendment, modification or waiver of the Charter
Documents;
(b) any change to the scope of business of the Company or
any Subsidiary;
(c) any sale or other disposition of all or substantially
all of the assets of the Company or any Subsidiary;
(d) the liquidation, winding up or dissolution of the
Company, the making or entry into by the Company of any general assignment,
arrangement or composition with or for the benefit of its creditors, or the
cessation by the Company to
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carry on its business or any material part of its business;
(e) settlement, waiver or discontinuance of any
litigation or arbitration proceedings involving a claim exceeding the equivalent
of US$500,000 per claim and US$1,000,000 in the aggregate in any financial year
and initiating any litigation or arbitration proceedings involving a claim
exceeding the equivalent of US$500,000;
(f) any merger, amalgamation or consolidation of the
Company or any Subsidiary with any other entity;
(g) issuance of any Securities of the Company or any
Subsidiary;
(h) the acquisition or disposition of any business or
company by the Company or any Subsidiary; and
(i) the acquisition or disposition of any material assets
by the Company or any Subsidiary other than in the ordinary course of business.
Notwithstanding the provisions of Section 5.2(e), where
litigation or arbitration proceedings are or are proposed to be brought by or
against the Company against or by any Shareholder or any Affiliate of any
Shareholder, irrespective of the amount involved, such Shareholder, and the
Directors appointed by such Shareholder to the Board, shall have no vote in
determining whether such litigation or arbitration proceedings shall be
initiated, settled or discontinued or how the same shall be conducted.
5.3 Board of Directors.
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5.3.1 Authority of Board. Subject only to the
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provisions of this Agreement and the Charter Documents, the Board shall have
ultimate responsibility for management and control of the Company.
5.3.2 Number and Composition. The number of members
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constituting the entire Board shall be ten. Concurrently with the execution of
this Agreement, each Shareholder shall execute a Written Resolution
substantially in the form of Exhibit B attached hereto increasing the number of
members of the Board from five to 10 members and electing the persons listed
therein to fill the positions on the Board. Each Shareholder shall vote its
Shares at any Shareholders' Meeting called for the purpose of filling the
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positions on the Board or in any Written Resolution executed for such purpose to
elect, and shall take all other actions necessary to ensure the election to the
Board of, (i) five nominees of IWC and (ii) five nominees of STHL.
5.3.3 Removal and Replacement of Directors.
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(a) A Director shall be removed from the Board,
with or without cause, upon, and only upon, the affirmative vote of the
Shareholders in accordance with this Section 5.3.3. Each Shareholder shall vote
its Shares for the removal of a Director upon the request of the Shareholder
that nominated such Director. Otherwise, no Shareholder shall vote for the
removal of a Director.
(b) In the event any Director resigns or is
removed in accordance with Section 5.3.3(a), the Shareholders shall, before the
transaction of any other business by the Shareholders or the Board, elect a
successor or replacement nominated by the Shareholder that nominated such
Director. Such successor or replacement Director shall be elected on or as soon
as possible after the date of such resignation or removal.
5.3.4 Chairman and Vice Chairman of the Board. The
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Chairman of the Board shall be nominated by STHL. The Chairman of the Board
shall have no casting vote. The Vice Chairman of the Board shall be nominated by
IWC.
5.3.5 Alternate Directors. A Director may at any time
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appoint another person (including another Director) to be his alternate
Director, and may at any time terminate such appointment. Any person so
appointed shall be entitled to receive notices of and to attend and vote at
meetings of the Board and count towards a quorum and shall automatically vacate
his office on the expiration of the term for, or the happening of the event,
until which he is by the terms of his appointment to hold office or if the
appointor in writing terminates the appointment or if the appointor himself
ceases for any reason to hold office as a Director. An appointment of an
alternate Director shall not prejudice the right of the appointor to receive
notices of and to attend and vote at meetings of the Board, and the powers of
the alternate Director shall automatically be suspended during such time as the
Director appointing him is himself present in person at a meeting of the Board.
5.4 Board Meetings.
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5.4.1 Notice. Meetings of the Board may be called by
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the Chairman of the Board or any two Directors. Not less than 14-days' notice of
any Board meeting shall be given to all Directors; provided, however, that such
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notice period may be reduced if approved by all of the Directors in writing. The
venue for Board meetings shall be the principal offices of the Company unless
otherwise approved by the Board.
5.4.2 Quorum. All meetings of the Board shall require a
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quorum consisting of at least six Directors, including at least one Director
nominated by IWC and at least one Director nominated by STHL. Notwithstanding
the foregoing, if such a quorum is not present within one hour from the time
appointed for the meeting, the meeting shall adjourn to such place and time
(which is at least 14 days later) as those Directors who did attend shall decide
or, if no such decision is reached, at the same place and time 14 days later, at
which time any six Directors present shall constitute a quorum; provided that
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not less than seven days' notice of such adjoined meeting of the Board shall be
given to all the Directors.
5.4.3 Proxies. Any Director may, by written notice to
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the Company Secretary, authorize another Director to attend and vote by proxy
for such Director at any Board meeting.
5.4.4 Telephonic Meetings. Directors may participate in
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a meeting of the Board by means of conference telephone or similar
communications equipment whereby all persons participating in the meeting can
hear each other at the same time.
5.4.5 Voting. Except as set forth in Section 5.4.6 or
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Section 5.5, the adoption of any resolution of the Board shall require the
affirmative vote of Directors holding a majority of the votes held by Directors
present at a duly constituted meeting of the Board at which a quorum is present.
5.4.6 Written Resolution. By notice and copy to all
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Directors, resolutions may be adopted in writing by (i) in the case of matters
other than those specified in Section 5.5 and, to the extent permitted by Hong
Kong law, a majority of Directors, including at least one Director nominated by
IWC and one Director nominated by STHL or (ii) in the case of matters specified
in Section 5.5, all Directors.
5.5 Matters Requiring Unanimous Approval. The following matters
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shall require the affirmative vote or written
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consent of all Directors:
(a) any increase or decrease in the size of the Board;
(b) annual business plans of the Company and the Company
Projects and any material changes thereto;
(c) any decision to make an investment in or pursue any
joint ventures or projects, or any decision to make any additional investment in
any of the Company Projects;
(d) hiring of a chief executive officer, chief financial
officer, chief operating officer and technical director of the Company;
(e) any merger, reorganization or other transaction that
results in a change in control of the Company or any of the Company Projects or
any sale of all or substantially all of the Company or its assets or of any of
the Company Projects or such Company Project assets;
(f) termination of the Company's operations or the
operations of any of the Company Projects;
(g) any decision to raise additional equity or debt
financing, incur any guarantees or grant any security interests by the Company
or by any of the Company Projects;
(h) any contracts between or among (i) the Company and any
of the Company Projects, (ii) the Company and any Shareholder of the Company or
Affiliate of any Shareholder or (iii) any of the Company Projects and any
Shareholder or Affiliate of any Shareholder;
(i) any changes in the principal activities or any
amendment to the charter documents of any of the Company Projects;
(j) any amendments to the Noncompetition Agreement, the
Loan Agreement, the Escrow Agreement, the IWC Management Services Agreement, the
STHL Management Services Agreement, or any service agreement between the Company
and any entity in respect of any Company Project;
(k) issuance and allocation of the Management
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Options as referred to in Article 8;
(l) any amendments to the IWC Management Services Agreement
or STHL Management Services Agreement; and
(m) any decision to appoint or change the outside auditors
of the Company.
5.6 Chief Executive Officer and Other Officers. The
------------------------------------------
appointment of the Chief Executive Officer, the Vice President-Engineering and
the Chief Financial Officer of the Company shall each be an individual nominated
by IWC. The appointment of any such nominees shall be subject to the consent of
STHL, which consent shall not be unreasonably withheld.
5.7 Company Projects. Notwithstanding anything to the contrary
----------------
contained herein, the parties agree that IWC shall have the right to cause the
Company to engage counsel selected by IWC to direct and lead the structuring or
restructuring of any or all of the Company Projects in the People's Republic of
China, whether now or hereafter existing.
5.8 Directors' Access. Each Director shall be entitled to
-----------------
examine the books and accounts of the Company. The Company shall provide to each
Director, within 30 days after the end of each month, a monthly operating report
of the Company and each Subsidiary containing such information as may be
specified by the Board and such information relating to the business affairs and
financial position of the Company as such Director may require. Any Director may
provide such information to a Shareholder.
6. Financial Reports and Auditing.
------------------------------
6.1 Right of Inspection. The Company shall allow the
-------------------
Shareholders and their authorized representatives the right during normal
business hours to inspect its books and accounting records and those of the
Subsidiaries, to make extracts and copies therefrom at their own expense and to
have full access to all of the Company's and each of the Subsidiaries' property
and assets. Notwithstanding the foregoing in this Section 6.1, the Company shall
not be obligated to provide any information to any Shareholder or Shareholder's
representative or to any competitor of the Company pursuant to this Section 6.1
that the Company considers to be a trade secret or similar confidential
information unless such Shareholder and such Shareholder's representative agrees
not to use such information and to keep such information confidential. The
foregoing rights of visitation and inspection shall be in addition
15
to any other similar rights the Shareholders may have under the laws of Hong
Kong.
6.2 Books and Records. The Company and the Subsidiaries
-----------------
shall keep proper, complete and accurate books of account in Hong Kong and US
dollars in accordance with international accounting standards and shall have
their accounts audited annually in accordance with such standards by a reputable
firm of international accountants appointed by the Board, which firm initially
shall be selected by IWC. The audited financial statements shall be prepared in
Hong Kong and US dollars and reconciled according to the United States generally
accepted accounting principles.
6.3 Reports. The Company shall provide to each Shareholder (i)
-------
within 60 days after the end of each Financial Year, the annual audited
consolidated financial statements of the Company for such Financial Year, (ii)
within 15 days after the end of each month, monthly unaudited consolidated
financial statements of the Company for such month, (iii) within 30 days after
the end of each quarter, quarterly unaudited consolidated financial statements
of the Company for such quarter which have reconciled according to the United
States generally accepted accounting principles, (iv) monthly operating reports
in a format approved by the Board and (v) such other reports as the Board may
determine. The Company shall furnish to the Shareholders and their auditors
such financial and other information relating to the business of the Company and
its Subsidiaries as any of them may reasonably require.
6.4 Budgets and Business Plans.
--------------------------
(a) The Company shall prepare proposed annual operating and
capital budgets and business plans for the Company and each Subsidiary, which
shall be submitted to all Directors not less than 60 days prior to the
commencement of each Financial Year. The Board shall adopt budgets and business
plans for the Company and each Subsidiary within one month after the
commencement of the relevant Financial Year.
(b) The Company shall prepare semi-annual operating plans
for the Company and each Subsidiary, which shall be submitted to all Directors
not less than 60 days prior to the commencement of the six-month period in
question.
6.5 Bank Accounts. The parties shall procure that the bank
-------------
account or bank accounts opened in the name of the Company with The Hongkong and
Shanghai Banking Corporation Limited, or such
16
other bank or banks as may be determined by the Board, are maintained. Such
account or accounts shall be operated as the Board shall resolve from time to
time. All payments to or by the Company shall be paid into or withdrawn from
such account or accounts.
7. Funding.
-------
7.1 Additional Capital Contributions. The Shareholders shall
make capital contributions to the Company as contemplated by any business plan
approved by the Board in accordance with Section 5.5. Such capital contributions
shall be made according to a schedule determined by the Board.
7.2 Failure to Make Capital Contribution. If any Shareholder
------------------------------------
fails to contribute the capital required to be contributed by such Shareholder
(a "Required Contribution") within the time specified by the Board, then the
equity ownership interest of such defaulting Shareholder (a "Defaulting
Shareholder") in the Company shall be reduced as provided in this Article 7, and
the equity ownership interests of the remaining Shareholders who contribute both
their own required capital contributions as well as all or a portion of the
Defaulting Shareholder's Required Contribution shall be increased as provided in
this Article 7.
7.3 Penalty Percentage. For the purposes of this Article 7, the
------------------
"Penalty Percentage" shall be equal to the product of 100% times a fraction, the
numerator of which shall be the Required Contribution and the denominator of
which shall be the total capital contributed to the Company by the Shareholders
of the Company between the date of this Agreement and the date and time that is
immediately prior to the capital call in which the Defaulting Shareholder failed
to make its Required Contribution (the "Capital Call").
7.4 Reduction in Equity Interest. Each Defaulting Shareholder's
----------------------------
equity interest in the Company shall be decreased such that such Defaulting
Shareholder's total percent equity interest in the Company immediately after the
Capital Call shall be equal to such Defaulting Shareholder's total percent
equity interest in the Company immediately prior to the Capital Call minus the
Penalty Percentage.
7.5 Rights of Other Shareholders. Each Shareholder that is not
----------------------------
a Defaulting Shareholder shall have the right to contribute additional capital
to the Company to make up for the Defaulting Shareholder's Required
Contribution. Each
17
Shareholder that elects to exercise such right (a "Participating
Shareholder") shall be permitted to contribute additional capital in an amount
equal to its pro-rata share of the Required Contribution based upon the ratio
its equity interest in the Company bears to the aggregate equity interest in the
Company held by all of the Participating Shareholders. The aggregate percent
equity interest of the Participating Shareholders in the Company shall be
increased such that the aggregate percent equity interest of the Participating
Shareholders in the Company immediately after the Capital Call shall be equal to
the sum of the aggregate equity interest of the Participating Shareholders
immediately prior to the Capital Call and the Penalty Percentage; and the
Penalty Percentage shall be allocated among the Participating Shareholders pro-
rata based upon the portion of the Required Contribution contributed by each
Participating Shareholder.
7.6 Further Assurances. Each Shareholder hereby agrees to
execute all documents and instruments required to effect the transfers of equity
interests set forth in this Article 7.
8. Management Options. The parties agree that options to purchase
------------------
up to an aggregate number of Shares that equals 5% of the authorized share
capital of the Company immediately after the "First Closing" under the
Subscription Agreement (taking into account the amendments to the Memorandum
and Articles of Association of the Company contemplated by the Subscription
Agreement) at a price per Share to be agreed-to by the Board may be issued upon
the unanimous decision of the Board to members of senior management of the
Company pursuant to a management stock option plan to be adopted by the Board
(the "Management Options").
9. Memorandum and Articles of Association. The parties agree,
--------------------------------------
promptly after the date hereof, to take all necessary actions and execute all
documents and instruments necessary to amend the Charter Documents to conform to
the terms of this Agreement.
10. Corporate Opportunities. Before a Shareholder or any Affiliate
-----------------------
of a Shareholder invests in a Person that is directly or indirectly engaged, or
proposes to engage, in the cellular telephone business, such Shareholder must
first offer the Company the opportunity to make such investment. The Company
shall decide within 30 days after receipt of such offer whether or not to pursue
such opportunity. If the Company elects not to pursue such opportunity, or if
the Company subsequently declines to make such investment, such Shareholder or
Affiliate may make such investment, provided that the terms of such investment
are no more favorable to
18
such Shareholder or Affiliate than those offered to the Company.
11. Representations and Warranties. Each party hereto represents,
------------------------------
severally and not jointly, to the other parties hereto that:
(a) such party has the full power and authority to enter into,
execute and deliver this Agreement and to perform the transactions contemplated
hereby and such party is duly organized and existing under the laws of the
jurisdiction of its organization and that the execution and delivery by such
party of this Agreement and the performance by such party of the transactions
contemplated hereby have been duly authorized by all necessary corporate or
other action of such party;
(b) assuming the due authorization, execution and delivery hereof
office.
12. Fees and Expenses. Except as otherwise specifically provided in
-----------------
this Agreement or in any of the Basic Documents, each of the parties hereto
shall bear its respective fees and expenses incurred in connection with the
preparation, execution and performance of this Agreement and the other Basic
Documents and the transactions contemplated hereby and thereby, including,
without
19
limitation, all fees and expenses of agents, representatives, counsel and
accountants.
13. Confidentiality.
---------------
13.1 General Obligation. Each party undertakes that it shall not
------------------
reveal, and shall cause its directors, officers and employees not to reveal, to
any third party any information acquired by it or them in connection with this
Agreement or confidential or proprietary information concerning the
organization, business, technology, finance, transactions or affairs of the
Company, the Subsidiaries or the Company Projects or any other party hereto
without the prior written consent of the other parties.
13.2 Exceptions. The provisions of Section 13.1 shall not
----------
apply to:
(a) information that is publicly available (except by
virtue of a breach of this Agreement);
(b) a disclosure to legal, financial or professional
advisors or bankers of any party;
(c) a disclosure, after giving prior notice to the other
parties to the extent practicable under the circumstances and subject to any
practicable arrangements to protect confidentiality, to the extent required
under the rules of any stock exchange or by applicable laws or governmental
regulations or judicial or regulatory process or in connection with any judicial
process regarding any legal action, suit or proceeding arising out of or
relating to this Agreement; or
(d) a disclosure by the Company resonably necessary in the
ordinary course of business or otherwise in connection with transactions or
proposed transactions of the Company.
13.3 Disclosure to Third Parties. Upon any Shareholder entering
---------------------------
into negotiations with any Person with a view to selling any Shares to such
Person, information in respect of the Company or any Subsidiary that is
reasonably necessary to permit such Person to evaluate the business of the
Company or such Subsidiary may be provided to such Person, provided that such
Person has executed a binding confidentiality letter in a form approved by the
Board; provided that where such Person is involved in a competing business, the
--------
Board may prohibit the disclosure of any
20
such confidential information as the Board may determine.
14. Publicity. Except for a publicity release or public announcement
---------
(after giving prior notice to and consulting with the other parties to the
extent practicable under the circumstances), to the extent required under the
rules of any stock exchange or by applicable laws or governmental regulations or
judicial or regulatory process, no publicity release or public announcement
concerning the Company, any Subsidiary or any Company Project or the
relationship or involvement of the parties shall be made by any party without
advance approval thereof by the Board; provided that no disclosure of a party's
--------
identity may be made without the prior approval of such party.
15. Foreign Corrupt Practices Act. Each of the parties hereto, and
-----------------------------
each of such party's shareholders, agents, representatives and Affiliates, shall
at all times comply with the terms and provisions of the U.S. Foreign Corrupt
Practices Act, and shall also cause the Company and each of its agents,
representatives and Affiliates to so comply, in connection with the operation of
the Company and the transactions contemplated hereby.
16. US Investment Company Act of 1940. Each of the parties hereto
---------------------------------
agrees that the Company and the Subsidiaries shall conduct their business at all
times such that the Company or any present or future Subsidiary is not deemed to
be an "investment company" under the US Investment Company Act of 1940, as
amended.
17. Miscellaneous.
-------------
17.1 Legend. Each certificate for any Shares now held or
------
hereafter acquired by any Shareholder shall, for as long as this Agreement is
effective, bear a legend as follows:
"Star Digitel Limited (the "Company") is a company organized under the laws
of the Hong Kong, and the shares represented by this certificate may not be
sold, assigned, transferred, exchanged, mortgaged, pledged or otherwise
disposed of or encumbered without compliance with the provisions of that
certain Shareholders' Agreement, dated as of ______________, 1996, among
the Company and the shareholders of the Company named therein. A copy of
such Shareholders' Agreement is on file at the registered offices of the
Company. The Company will not register the transfer of such shares on the
register of members of the Company unless and until the transfer has been
made in compliance with the terms of such Shareholders'
21
Agreement."
17.2 Notices. Any notice or other communication required or
-------
permitted hereunder shall be in writing and shall be delivered personally or
sent by registered mail or international courier service, in either case postage
prepaid, or delivered by telecopy, telex, facsimile or similar
telecommunications equipment. Any such notice shall be deemed given when so
delivered personally or, if sent by registered mail, five days after the date of
deposit in the mails or, if sent by international courier service, three days
after the date of deposit with the courier service or, if delivered by telecopy,
telex, facsimile or similar telecommunications equipment, at the time of receipt
thereof, as follows:
(a) if to the Company, to:
Star Digitel Limited
000 Xxxx Xxxx Xxxx
Xxxx Xxxx
Xxxxxxx, Xxxx Xxxx
Attention: Xx. Xxxxxxx Xxx
Facsimile No.: 852-____________
(b) if to IWC, to:
International Wireless Communications,
Inc.
000 Xxxxx Xx Xxxxxx Xxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
United States of America
Attention: Xx. Xxxx Xxxxxxxx
Facsimile No.: 0-000-000-0000
(c) if to STHL, to:
Star Telecom Holding Limited
000 Xxxx Xxxx Xxxx
Xxxx Xxxx
Xxxxxxx, Xxxx Xxxx
Attention: Mr. Xxxxxxx Xxxx
Facsimile No.: 000-0000-0000
Any party may, by notice to the other parties,
designate another address or person for receipt of notices hereunder.
22
17.3 Discrepancies. If there is any discrepancy between any
-------------
of the provisions of the Charter Documents or the charter documents of any of
the Subsidiaries and this Agreement, the provisions of this Agreement shall
prevail, and the parties shall thereupon procure that the Charter Documents or
relevant charter documents, as the case may be, are promptly amended, to the
extent permitted by applicable law, in order to conform with this Agreement.
17.4 Severability. In the event any provision hereof is held
------------
void or unenforceable by any court, such provision shall be severable and shall
not affect the remaining provisions hereof.
17.5 Entire Agreement. This Agreement, together with the
----------------
other agreements referred to herein, reflects the entire agreement among the
parties and supersedes all prior agreements and communications, either oral or
in writing, among the parties hereto with respect to the subject matter hereof.
17.6 Term of Agreement. This Agreement shall become
-----------------
effective upon the execution hereof by all of the parties hereto and shall
continue in effect until the earlier to occur of (a) the date on which at least
30% of the Shares in issue on a fully diluted basis are publicly traded on an
internationally recognized stock exchange and (b) any date agreed upon in
writing by all of the Shareholders.
17.7 Amendment and Waiver. This Agreement may not be
--------------------
amended, modified or supplemented without the written consent of all of the
parties hereto. Any failure by a party hereto to comply with any obligation,
agreement or condition herein may be expressly waived in writing by each of the
other parties hereto, and neither any such waiver nor any failure to insist upon
strict compliance with such obligation, agreement or condition shall operate as
a waiver of, or estoppel with respect to, any such subsequent or other failure.
17.8 Consent to Specific Performance. The parties hereto
-------------------------------
declare that it is impossible to measure in money the damages that would be
suffered by a party by reason of the failure by any other party to perform any
of the obligations hereunder. Therefore, if any party shall institute any action
or proceeding to enforce the provisions hereof, any party against whom such
action or proceeding is brought hereby waives any claim or defense therein that
the other party has an adequate remedy at law.
23
17.9 Assignment; Binding on Transferee. The provisions of
---------------------------------
this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted transferees from and after
the effective date hereof.
17.10 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
-------------
CONSTRUED IN ACCORDANCE WITH THE LAWS OF ENGLAND AND WALES.
17.11 Arbitration.
-----------
(a) Any dispute or claim arising out of or relating to
this Agreement, or the breach, termination or invalidity hereof, shall be
finally settled by arbitration under the Rules of Conciliation and Arbitration
of the International Chamber of Commerce (the "Rules") as are currently in force
and as may be amended by the rest of this Section 17.11. For the purpose of such
arbitration, there shall be one or more arbitrators appointed in accordance with
the Rules (such single arbitrator or board of arbitrators, as the case may be,
are referred to below as the "Arbitration Board"). The place of arbitration
shall be Hong Kong. All arbitration proceedings shall be conducted in the
English language. The arbitrators shall decide any such dispute or claim
strictly in accordance with the governing law specified in Section 17.10 of this
Agreement. Judgment upon any arbitral award rendered hereunder may be entered in
any court having jurisdiction, or application may be made to such court for a
judicial acceptance of the award and an order of enforcement, as the case may
be.
(b) Each party shall cooperate in good faith to
expedite (to the maximum extent practicable) the conduct of any arbitral
proceedings commenced under this Agreement.
(c) The costs and expenses of the arbitration,
including, without limitation, the fees of the Arbitration Board, shall be borne
equally by each party to the dispute or claim, and each party shall pay its own
fees, disbursement and other charges of its counsel.
(d) Any award made by the Arbitration Board shall be
final and binding on the parties hereto. The parties expressly agree to waive
the applicability of any laws and regulations that would otherwise give the
right to appeal the decisions of the Arbitration Board so that there shall be no
appeal to any court of law for the award of the Arbitration Board, and a
24
party shall not challenge or resist the enforcement action taken by another
party in whose favor the award of the Arbitration Board was given.
17.12 Shareholder Obligations; Further Assurances. The
-------------------------------------------
parties hereto shall comply with the provisions of this Agreement in relation to
their investment in the Company and in transacting business with the Company and
shall exercise their respective rights and powers in accordance with and so as
to give effect to this Agreement. Each of the parties shall execute such
documents and other papers and take such further actions as may be reasonably
required or desirable to carry out the provisions hereof and the transactions
contemplated hereby.
17.13 Counterparts. This Agreement may be executed in one or
------------
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
25
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date first above written.
STAR DIGITEL LIMITED
/s/ Xxx Xxx Xxxx, Xxxxxxx
By:_____________________________________
Name: Xx. Xxx Sui Xxxx, Xxxxxxx
Title: Director and General Manager
INTERNATIONAL WIRELESS
COMMUNICATIONS, INC.
/s/ Xxxx X.X. XxXxxxx
By:_____________________________________
Name: Xx. Xxxx X.X. XxXxxxx
Title: Vice Chairman and Managing
Director, Asia
STAR TELECOM HOLDING LIMITED
/s/ Xxxx Xxxx Man, Xxxxxxx
By:_____________________________________
Name: Mr. Xxxx Xxxx Man, Xxxxxxx
Title: Managing Director
Exhibit A
---------
Deed of Adherence
-----------------
THIS DEED OF ADHERENCE is made the day of
199
BETWEEN:
(1) Star Digitel Limited, company incorporated in Hong Kong (the "Company");
and
(2) [Name of New Shareholder] (the "New Shareholder").
WHEREAS:
(A) On [ ] day of [ ] 1996, the Company and its
shareholders entered into a Shareholders' Agreement (the "Shareholders'
Agreement") to which a form of this Deed is attached as Exhibit A.
(B) The New Shareholder wishes to [be allotted/have transferred to him/her/it]
[ ] shares (the "Shares") in the share capital of the Company from [
] (the "Old Shareholder") and in accordance with the Shareholders'
Agreement has agreed to enter into this Deed.
(C) The Company enters this Deed on behalf of itself and as agent for all the
existing Shareholders of the Company.
NOW THIS DEED WITNESSES as follows:
1. Interpretation.
--------------
In this Deed, except as the context may otherwise require, all words and
expressions defined in the Shareholders' Agreement shall have the same
meanings when used herein.
2. Covenant.
--------
The New Shareholder hereby covenants to the Company as trustee for all
other persons who are at present or who may hereafter become bound by the
Shareholders' Agreement, and to the Company itself to adhere to and be
bound by all the duties, burdens and obligations of a shareholder holding
the same class of share capital as the Shares imposed pursuant to the
provisions of the
Shareholders' Agreement and all documents expressed in writing to be
supplemental or ancillary thereto as if the New Shareholder had been an
original party to the Shareholders' Agreement since the date thereof.
3. Enforceability.
--------------
Each existing shareholder and the Company shall be entitled to enforce the
Shareholders' Agreement against the New Shareholder, and the New
Shareholder shall be entitled to all rights and benefits of the Old
Shareholder (other than those that are non-assignable) under the
Shareholders' Agreement in each case as if the New Shareholder had been an
original party to the Shareholders' Agreement since the date thereof.
4. Governing Law.
-------------
THIS DEED OF ADHERENCE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF ENGLAND AND WALES.
IN WITNESS WHEREOF, this Deed of Adherence has been executed
as a deed on the date first above written.
STAR DIGITEL LIMITED
By:_____________________________________
Name:
Title:
[Name of New Shareholder]
By:_____________________________________
Name:
Title:
Exhibit B
---------
Form of Written Resolution
--------------------------
Action of All the Shareholders Without
--------------------------------------
a Meeting Pursuant to Chapter 32,
--------------------------------
Section 116B of the Companies Ordinance of Hong Kong
----------------------------------------------------
The undersigned, being all of the shareholders of Star Digitel
Limited, a Hong Kong corporation (the "Corporation"), do hereby consent to the
taking of the following action without a meeting and do hereby adopt the
following resolution by written consent pursuant to Xxxxxxx 00, Xxxxxxx 000X xx
xxx Xxxx Xxxx Companies Ordinance:
RESOLVED that the number of members constituting the Board of
Directors of the Corporation be, and hereby is, increased from five to
ten members and the persons listed in Appendix I attached hereto be,
and they hereby are, elected to fill the positions on the Board of
Directors of the Corporation.
Dated as of ______________, 1996
STAR TELECOM HOLDING LIMITED
By:_____________________________________
Name:
Title:
YUENWELL HOLDINGS LIMITED
By:_____________________________________
Name:
Title:
Appendix I
----------
The following persons shall be elected to the Board of
Directors of Star Digitel Limited:
Name Address HKID#/Passport#
---- ------- ---------------
Xx. Xxxx Xxx Xx
Mdm. Xxx Xxx Fun
Mr. Xxxx Xxxx Man, Xxxxxxx
Xx. Xxx Sang
Xx. Xxxx Xxx Xxxx
Xx. Xxxx XxXxxxx
Xx. Xxx Xxxx
Mr. Xxx Xxxxxxx
Xx. Xxxx Xxx
