EXHIBIT 10.1
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (together with all schedules, exhibits and all
ancillary agreements contemplated herein are hereinafter referred to as this
"Agreement"), is entered into as of the 18th of August, 2002 by and between
American Oriental Bioengineering, Inc. ("AOBO"), a Nevada corporation and Xxxxxx
Xxx (the "Project Owner"), a natural person residing in the People's Republic of
China ("China"). The Project Owner is Chairman of AOBO and is the sole owner of
the protein peptide project (the "Project"). The Project is the subject of an
independent valuation (the "Appraisal") by Vigers, an independent appraiser in
Hong Kong. The Appraisal is attached as Exhibit A to this Agreement.
Hereinafter, AOBO and the Project Owner are each referred to individually as a
"Party" and collectively as "Parties".
PREMISES
------------------------
Whereas, the Project Owner and AOBO believe the acquisition of the Project
is of great importance to AOBO's expansion;
Whereas, certain assets of the Project (the "Purchased Assets") including,
but not limited to: (i) plant buildings, (ii) manufacturing equipment,
(iii) environmental control equipment, (iv) the right to produce products
arising from the operation of the Project, and (v) the ownership rights to any
intellectual property arising from the operations of the Project have an
historical value of approximately $3,205,000; and,
Whereas, the Project Owner owns 100% of the equity interest in the Project;
AGREEMENT
------------------------
NOW THEREFORE, on the stated premises and for and in consideration of the
mutual covenants and agreements hereinafter set forth and the mutual benefits to
the Parties to be derived herefrom, it is hereby agreed as follows.
ARTICLE I
REPRESENTATIONS, COVENANTS, AND WARRANTIES
OF THE PROJECT AND THE PROJECT OWNER
As an inducement to, and to obtain the reliance of AOBO, the Project Owner,
for himself and on behalf of the Project, as applicable, represents and warrants
as follows:
Section 1.01--OWNERSHIP OF THE PROJECT. The Project Owner is the sole legal
and beneficial owner of the Project free and clear of any claims, charges,
equities, liens, security interests, and encumbrances whatsoever.
Section 1.02--VALID TRANSFER OF FULLY VESTED SHARES. The Project Owner has
full right, power, and authority to transfer, assign, convey, and deliver his
ownership of the Project. The delivery by the Project Owner of the ownership
interest of the Project at the Closing (as described in Section 3.03 herein)
will convey to AOBO good and marketable title to the Project, free and clear of
any claims, charges, equities, liens, security interests, and encumbrances
whatsoever.
Section 1.03--ORGANIZATION OF PROJECT SHAREHOLDERS. The Project Owner has
taken, or will have taken prior to Closing (as described in Section 3.03
herein), all actions required by law, or otherwise to
1
authorize the execution and delivery of this Agreement. The Project Owner has or
will have prior to Closing (as described in Section 3.03 herein), the full
power, authority, and legal right and has or will have prior to Closing (as
described in Section 3.03 herein), taken all action required by law to
consummate the transactions herein contemplated.
Section 1.04--ENFORCEABLE OBLIGATION. The transactions contemplated by this
Agreement are the valid and binding obligations of the Project Owner,
enforceable against the Project Owner, by AOBO in accordance with the terms of
this Agreement.
Section 1.05--NO CONFLICTS. The execution and delivery by the Project Owner
of this Agreement, the performance by the Project Owner of its obligations under
this Agreement and the consummation of the transactions contemplated hereby and
thereby do not and will not: (i) conflict with or result in a violation or
breach of, (ii) constitute (with or without notice or lapse of time or both) a
default under, (iii) require the Project Owner or the Project to obtain any
consent, approval or action of, make any filing with or give any notice to any
person as a result or under the terms of, (iv) result in or give to any person
any right of termination, cancellation, acceleration or modification in or with
respect to, (v) result in or give to any person any additional rights or
entitlement to increased, additional, accelerated or guaranteed payments under,
or (vi) result in the creation or imposition of any lien upon the Project Owner
or the Project or any of their respective assets and properties under, any
contract to which the Project Owner or the Project is a party or by which any of
the Purchased Assets is bound.
Section 1.06--GOVERNMENTAL AUTHORIZATIONS AND LICENSES. The Project Owner
has, or will have upon Closing (as described in Section 3.03 herein), all
licenses, franchises, permits, and other governmental authorizations that are
legally required to enable it to conduct its business in all material respects
as conducted. No authorization, approval, consent, or order of, or registration,
declaration, or filing with, any court or other governmental body is required in
connection with the execution and delivery by the Project Owner of this
Agreement and consummation by the Project Owner of the transaction contemplated
hereby.
Section 1.07--COMPLIANCE WITH LAWS AND REGULATIONS. The Project and the
Project Owner each has complied with all applicable statutes and regulations
except to the extent that noncompliance would not result in the occurrence of
any material liability for the Project or for the Project Owner.
ARTICLE II
REPRESENTATIONS, COVENANTS, AND
WARRANTIES OF AOBO
As an inducement to, and to obtain the reliance of the Project Owner, AOBO
represents and warrants as follows:
Section 2.01--ORGANIZATION AND DUE AUTHORIZATION. AOBO is a corporation duly
organized, validly existing, and in good standing under the laws of the state of
Nevada and has the corporate power and is duly authorized, qualified,
franchised, and licensed under all applicable laws, regulations, ordinances, and
orders of public authorities to own all of its properties and assets. The
execution and delivery of this Agreement does not, and the consummation of the
transactions contemplated hereby will not violate any provision of AOBO's
articles of incorporation or bylaws. AOBO has taken all action required by law,
its articles of incorporation, its bylaws, or otherwise to authorize the
execution and delivery of this Agreement, and AOBO has full power, authority,
and legal right and has taken all action required by law, its articles of
incorporation, bylaws, or otherwise to consummate the transactions herein
contemplated.
Section 2.02--CAPITALIZATION AND OUTSTANDING SHARES. As of August 14, 2002,
AOBO'S authorized capital currently consists of 20,000,000 shares of common
stock, par value $0.01, of which 10,141,017 shares of common stock are issued
and outstanding. All issued and outstanding shares are legally
2
issued, fully paid, non-assessable and not issued in violation of the
pre-emptive or other rights of any person.
Section 2.03--APPROVAL OF AGREEMENT. The board of directors of AOBO has
approved this Agreement and the transactions contemplated herein.
ARTICLE III
PLAN OF EXCHANGE
Section 3.01--THE EXCHANGE. The Project Owner agrees to assign, transfer,
and deliver to AOBO, free and clear of all liens, pledges, encumbrances,
charges, restrictions or known claims of any kind, nature, or description, the
whole ownership interest of the Purchased Assets, as of the date of this
Agreement, and AOBO agrees to issue and deliver: (i) the aggregate of 20,284,810
shares of AOBO's common stock to the individuals listed in Exhibit A hereto (the
"Share Recipients") in the amounts set forth opposite the name of each, and
(ii) 1,000,000 shares of AOBO's preferred stock having a voting power of 25% of
the combined voting power of AOBO's common and preferred stocks.
Section 3.02--[Reserved]
Section 3.03--CLOSING. The closing ("Closing") of the transactions
contemplated by this Agreement shall be no sooner than twenty days after the
filing with the Securities and Exchange Commission of an Information Statement
on Form 14C disclosing the transactions contemplated by this Agreement ("Closing
Date").
Section 3.04--CLOSING EVENTS. At the Closing, each of the Parties hereto
shall execute, acknowledge, and deliver (or shall ensure to be executed,
acknowledged, and delivered) the following:
(a) in the case of the Project Owner, an originally-executed Xxxx of Sale
for the Purchased Assets; and,
(b) in the case of AOBO, stock certificates evidencing the share ownership
of each of the Share Recipients as set forth on Schedule 3.04 hereto.
Each Party shall also deliver such other items as may be reasonably
requested by the other Party and/or their respective legal counsel in order to
effectuate or evidence the transactions contemplated hereby.
ARTICLE IV
CONDITIONS PRECEDENT TO OBLIGATIONS OF AOBO
The obligations of AOBO under this Agreement are subject to the
satisfaction, at or before the Closing Date, of the following conditions:
Section 4.01--ACCURACY OF REPRESENTATIONS. The representations and
warranties made by the Project Owner in this Agreement were true when made and
shall be true at the Closing Date with the same force and effect as if such
representations and warranties were made at and as of the Closing Date (except
for changes therein permitted by this Agreement), and the Project Owner and each
Project Shareholder shall have performed or complied with all covenants and
conditions required by this Agreement to be performed or complied with by them
prior to or at the Closing.
Section 4.02--NO MATERIAL ADVERSE CHANGE. Prior to the Closing Date, there
shall not have occurred any material adverse change in the financial condition,
business, or operations of the Project nor shall any event have occurred which,
with the lapse of time or the giving of notice, may cause or create any material
adverse change in the financial condition, business or operations of the
Project.
3
ARTICLE V
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PROJECT OWNER
The obligations of the Project Owner under this Agreement are subject to the
satisfaction, at or before the Closing Date, of the following conditions:
Section 5.01--ACCURACY OF REPRESENTATIONS. The representations and
warranties made by AOBO in this Agreement were true when made and shall be true
as of the Closing Date (except for changes therein permitted by this Agreement)
with the same force and effect as if such representations and warranties were
made at and as of the Closing Date, and AOBO shall have performed and complied
with all covenants and conditions required by this Agreement to be performed or
complied with by the Project prior to or at the Closing.
Section 5.02--NO MATERIAL ADVERSE CHANGE. Prior to the Closing Date, there
shall not have occurred any material adverse change in the financial condition,
business, or operations of AOBO nor shall any event have occurred which, with
the lapse of time or the giving of notice, may cause or create any material
adverse change in the financial condition, business or operations of AOBO.
ARTICLE VI
MISCELLANEOUS
Section 6.01--GOVERNING LAW. This Agreement shall be governed by, enforced,
and construed under and in accordance with the laws of the United States of
America and, with respect to the matters of state law, with the laws of the
State of New York.
Section 6.02--RESOLUTION OF DISPUTES.
(a) Any dispute, controversy or claim arising out of or relating to this
Agreement, or the interpretation, breach, termination or validity hereof,
shall first be resolved through friendly consultation, if possible. Such
consultation shall begin immediately after one party has delivered to the
other party a written request for such consultation (the "Consultation
Date"). If the dispute cannot be resolved within 30 days following the
Consultation Date, the dispute shall be submitted to arbitration upon the
request of either party, with written notice to the other party.
(b) ARBITRATION. The arbitration shall be conducted in New York, New York
under the auspices of the American Arbitration Association ("AAA") in
accordance with the commercial arbitration rules and supplementary
procedures for international commercial arbitration of the AAA. There
shall be three arbitrators--one arbitrator shall be chosen by each party
to the dispute and those two arbitrators shall choose the third
arbitrator. All arbitration proceedings shall be conducted in English.
Each party shall cooperate with the other in making full disclosure of
and providing complete access to all information and documents requested
by the other party in connection with the arbitration proceedings.
Arbitration shall be the sole, binding, exclusive and final remedy for
resolving any dispute between the parties; either party may apply to any
court of competent jurisdiction in the State of New York for enforcement
of any award granted by the arbitrators.
(c) During the period when a dispute is being resolved, except for the
matter being disputed, the parties shall in all other respects continue
to abide by the terms of this Agreement.
Section 6.03--ATTORNEY'S FEES. In the event that any party institutes any
action or suit to enforce this Agreement or to secure relief from any default
hereunder or breach hereof, the breaching party or parties shall reimburse the
nonbreaching party or parties for all costs, including reasonable attorney's
fees, incurred in connection therewith and in enforcing or collecting any
judgment rendered therein.
4
Section 6.04--SCHEDULES; KNOWLEDGE. Each party is presumed to have full
knowledge of all information set forth in the other party's schedules delivered
pursuant to this Agreement.
Section 6.05--ENTIRE AGREEMENT. This Agreement represents the entire
agreement between the parties relating to the subject matter thereof.
Section 6.06--SURVIVAL; TERMINATION. The representations, warranties, and
covenants of the respective parties shall survive the Closing Date and the
consummation of the transactions herein contemplated for a period of three
months. All rights and obligations under this entire Agreement shall be binding
upon and inure to the benefit of the heirs, executors, administrators and
assigns of the parties.
Section 6.07--COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original and all of which taken
together shall be but a single instrument. For purposes of this Agreement,
facsimile signatures may be deemed originals.
Section 6.08--AMENDMENT OR WAIVER. Every right and remedy provided herein
shall be cumulative with every other right and remedy, whether conferred herein,
at law, or in equity, and may be enforced concurrently herewith, and no waiver
by any party of the performance of any obligation by the other shall be
construed as a waiver of the same of any other default then, theretofore, or
thereafter occurring or existing. At any time prior to the Closing Date, this
Agreement may be amended by a writing signed by all parties hereto, with respect
to any of the terms contained herein, and any term or condition of this
Agreement may be waived or the time for performance may be extended by a writing
signed by the party or parties for whose benefit the provision is intended.
Section 6.09--THIRD PARTY CONSENTS AND CERTIFICATES. The Parties agree to
cooperate with each other in order to obtain any required third party consents
to this Agreement and the transactions herein and therein contemplated.
IN WITNESS WHEREOF, the parties hereto have caused this Purchase Agreement
to be duly executed as of the day and year first above written.
AMERICAN ORIENTAL BIOENGINEERING, INC.
/s/ XXXXXXX XX
------------------------
By: Xxxxxxx Xx
Its: COO
/s/ XXXXXX XXX
------------------------
By: Xxxxxx Xxx
Project Owner
5
SCHEDULE 3.04
List of Project Shareholders and the number of shares of each is to receive
pursuant to this Agreement:
Xxxxxx XXX............. 11,484,810 common shares; 1,000,000 preferred shares
Xxxxx Xxx XXXX......... 1,500,000 common shares
Gui Xxxxx XXX.......... 1,500,000 common shares
Xxx XX................. 1,400,000 common shares
Zi Xxx XXXX............ 1,500,000 common shares
Xxx XXXX............... 1,400,000 common shares
Xxxxx XXXXX............ 1,500,000 common shares
EXHIBIT A
APPRAISAL REPORT (REVISED)
BIOCHEMICAL ENGINEERING PROJECT OF
SOYBEAN PROTEIN PEPTIDE
FIN0206034
30TH JUNE 2002
PREPARED BY
VIGERS HONG KONG LIMITED
CONTENT PAGE NO.
------- ---------
INTRODUCTION................................................ 1-2
BASIS OF VALUATION.......................................... 2
VALUATION METHODOLOGY....................................... 2
INVESTIGATION AND ANALYSIS.................................. 2-3
ASSUMPTIONS................................................. 3
LIMITING CONDITIONS......................................... 4
OPINION OF VALUE............................................ 4
GENERAL SERVICE CONDITIONS.................................. 5
END OF REPORT
VIGERS HONG KONG LTD.
International Property Consultants
HONG KONG OFFICE
00/X XXXXXXXX XXXXXXXXX XXXX XXXXXXXX, XXXXXXX OFFICE
0-0X XXX XXXXX XXXX XXXXXXX, XXXX XXXX. 1GFMIRAMAR TOWER, 132 [illegible]
TEL: 0000 0000 FAX: 0000 0000 XXXXXX ROAD, KOWLOON
URL XXXX://XXX.XXXXXX.XXX ISO 900: 1994
Estate Agent's Licence (Company) No.; C-004676 TEL: 0000 0000 Certificate No. CC896i
FAX: 0000 0000 Building Consultancy Departent
VIGERS HONG KONG LTD.
International Property Consultants
HONG KONG OFFICE
21/F STANDARD CHARTERED BANK BUILDING,
0-0X XXX XXXXX XXXX XXXXXXX, XXXX XXXX.
TEL: 0000 0000 FAX: 0000 0000
URL XXXX://XXX.XXXXXX.XXX
Estate Agent's Licence (Company) No.; C-004676
OFFICES
ASIA
Hong Kong
Singapore
Beijing
Shanghai
Guangzhou
Taipei
Seoul
Bangkok
Tokyo
Kuala Lumpur
Johor Bahru
Petaling Jaya
Penang
Sabah
Jakarta
Surabaya
REF.: JLG/HL/VA2891-2002
Date: 24th July 2002
The Directors
American Oriental Bioengineering Inc.
00 Xxxx 00xx Xxxxxx--Xxxxx 000
Xxx Xxxx Xxxx
Xxxxxx Xxxxxx of America
Dear Sirs,
In accordance with your instructions, we have completed an appraisal of the
fair market value of 100 per cent. interest in the biochemical engineering
project of soybean protein peptide (referred to as the "Soybean Peptide"),
researched, developed and with the extraction and production technical know-how
owned by Xx. Xxx Shu Jun (referred to as the "Xx. Xxx"), for the production,
marketing and sales of various functional Soybean Peptide healthy and medical
tablets or powders (together referred to as the "Project") and submitted our
findings m this report. This letter identifies the property appraised, describes
the basis of valuation, investigation and analysis, assumptions, limiting
conditions and presents our opinion of value. It is our understanding that this
appraisal will be used by your company for the purpose of the acquisition of
certain interest of the Project and our appraisal report will be incorporated in
a public document. Our analysis was conducted for this purpose only and this
report should be used for no other purposes.
We confirm that we have made relevant enquiries and obtained such further
information as we consider necessary for the purpose of providing our opinion of
the fair market value of 100 per cent. interest in the Project as at 30th
June 2002 (referred as the "valuation date").
INTRODUCTION
In the early of year 1996, Xx. Xxx set up a biochemical engineering project
for the study, research, development and extraction of plant protein peptide at
Harbin Medical University of the Harbin City, Heilongjiang Province, The
People's Republic of China (referred to as the "PRC"). During the five-year
analysis, research and development, production, project management, and after
hundreds of tests performed by various related technical consultations from
various academic institutes including China Agricultural University, Institute
of Chemistry of Chinese Academy of Sciences, Institute of Oceanology Chinese
Academy of Sciences, Institute of Life of Beijing Tsinghua University, Shenyang
Branch of Chinese Academy of Sciences, Northeast Agricultural University,
Chinese Medicine University of Heilongjiang Province and Industrial University
of Harbin, the biochemical engineering for the technical and designs,
development and extraction of plant protein peptide from soybean has been
completed in year 2000. As advised by the management of your company, Xx. Xxx
has already applied for the patent right of the technical know-how of As
extraction and production of Soybean Peptide and the patent registration is
expected to be available in December 2002 without obstacle.
Soybean Peptide is a series of enzyme separated biologically functional
active peptide substances derived from the soybeans as raw material and through
the biochemical engineering process of cutting, decomposition, conversion and
synthesis of soybean protein that can be easily absorbed by the body. It can
meet the body's need for special high-energy nutrition, accelerate metabolism,
and at the same time improve body immunity. As human body takes in the protein
and absorbs it in me form of peptide therefore it can men be directly absorbed
by the human intensive tracts. Thus the protein carrying amount and digestion
absorption ratio are greatly increased. Soybean Peptide has multi effects in
curing cancer, lowing blood pressure, pain relieving, curing diabetic disease
and enhancing immunity ability, etc. Because of the fast adsorption rate and
multi effects in various areas of the human body and in consideration of the
heath concern by the general public, in addition to adsorb Soybean Peptide
directly in the form of various tablets or powders, it can be regarded as an
additive in various foods and beverages including milk, tea, coffee and bear
etc. As advised by the management of your company, various functional Soybean
Peptide healthy and medical tablets or powders will be developed,
produced, promoted and marketed in the PRC throughout your company's existing
sales network with various promotion programme including advertisements on me
televisions and newspapers and buses, free trail sample to the potentials.
BASIS OF VALUATION
We have appraised the Project on the basis of fair market value. Fair market
value is defined as me estimated amount at which the property might be expected
to exchange between a willing buyer and a willing seller, neither being under
compulsion, each having reasonable knowledge of all relevant facts, with equity
to both and with the buyer and the seller contemplating the retention of the
business at its present location for continuation of current operations unless
the breakup of the business or the sale of its assets would yield greater
investment returns.
VALUATION METHODOLOGY
The value of the Project has been developed through the application of
discounted economic income method to discount future cash flows derived from the
business back to present value.
In this method, value depends on the present worth of future economic
benefits to be derived from ownership of business operation. Thus, an indication
of value is developed by discounting future free cash flows available for
distribution to the business owners to their present worth at the market-
derived rate of return, the unlevered cost of equity, appropriate for the risks
and hazards of the business.
The unlevered cost of equity is developed through the Capital Asset Pricing
Model method ("CAPM"). The CAPM states that an investor requires excess returns
to compensate for any risk that is correlated to the risk in the return from the
stock market as a whole, but requires no excess return for other risks. Risks
that are correlated with the return from the stock market arc referred to as
systematic; other risks are referred to as nonsystematic. According to the CAPM,
the cost of equity is equal to the return on risk-free securities, plus the
average comparative business's systematic risk (beta), multiplied by the market
risk premium, adjusted for increments for risk differentials of the business
being valued versus the average comparative business, which include risk
adjustment for size and other risk factors in relation to the comparative
business.
INVESTIGATION AND ANALYSIS
Our investigation mainly included review and analysis of relevant business
and operational information of the Project and interview of your company's
management regard.
For the purposes of this appraisal, we have reviewed projected operational
data of the Project as well as other relevant records and documents. We have
also interviewed and discussed with the members of your company's management. We
have assumed their accuracy and have not performed audit of the said information
and relied to a very considerable extent on such information in arriving at our
opinion of value.
Before arriving at our opinion of value, we have also considered the
following principal factors of the Project:
-- the nature of the business from its inception;
-- the economic outlook m general and the specific economic and competitive
elements affecting each segment of the business;
-- the business plan for the future development and projected operational
data prepared by the company;
2
-- market-derived investment returns of comparable business; and
-- the risk factors of the business.
ASSUMPTIONS
As the Soybean Peptide is an emerging and dynamic industry and is developing
at a very rapid pace, the Project's business is subject to uncertainty and there
is no assurance that the Project's business plans will materialise, a number of
assumptions have to be established in order to sufficiently support our
concluded value of the Project. The major assumptions adopted in this appraisal
are:
-- there will be no material changes in the existing political, legal,
fiscal, foreign trade and economic conditions in the territory or other
countries in which the Project carries on or intends to carry on
business;
-- there will be no material changes in the current taxation law in the
territory or other countries in which the Project carries on or intends
to carry on business, that the races of tax payable remain unchanged and
that all applicable laws and regulations will be complied with;
-- there will be no material changes in interest rates or foreign currency
exchange rates from those currently prevailing;
-- the number of consumers using Soybean Peptide in the territory or other
countries in which the Project operates or intends to operate will grow
as projected in the business plans prepared by your company;
-- the Project will implement all the business, marketing and promotion
plans as stated in the Project's business plans prepared by your company
in order to meet the following two assumptions;
-- sales growth of the Project will conform to the level as projected by
your company;
-- cost of sales and operating expenses of the Project will conform to the
level as projected by your company;
-- your company is able to renew the business registration before the
expiry of yours articles and business registration certificate;
-- all relevant legal approvals and business certificates or licenses to
operate business in the territory or other countries in which the Project
operates or intends to operate should be formally obtained and renewable
before the expiry of your company's articles and business registration
certificate;
-- there will be a sufficient supply of technical staff in the industry in
which the Project operates; and
-- the Project will retain competent management, key personnel, and
technical staff to support its ongoing operation and development.
LIMITING CONDITIONS
We have made no investigation of and assumed no responsibility for the title
to or any liabilities against the property appraised.
This appraisal reflects facts and conditions existing at the valuation date.
Subsequent events have not been considered, and we have no obligation to update
our report for such events and conditions.
3
OPINION OF VALUE
Based on the investigation and analysis stated above and on the appraisal
method employed, in our opinion, the fair market value of 100 per cent. interest
in the biochemical engineering project of soybean protein peptide for the
production, marketing and sales of various functional Soybean Peptide healthy
and medical tablets or powders, as at 30th June 2002 is reasonably stated by the
amount of US DOLLARS FORTY MILLION FOUR HUNDRED AND SIX THOUSAND ONLY
(US$40,406,000-).
The opinion of value was based on generally accepted valuation procedures
and practices that rely extensively on the use of numerous assumptions and
consideration of many uncertainties, not all of which can be easily quantified
or ascertained,
We hereby certify that we have neither present nor prospective interests in
the company or the property appraised and have neither personal interest nor
bias with respect to the parties involved.
This valuation report is issued subject to our general service conditions.
Yours faithfully,
For and on behalf of
VIGERS HONG KONG LIMITED
/s/ XXXXXX X.X. XXXXX
--------------------------------------------
Xxxxxx X.X. Xxxxx
MRICS, AHKIS, RPS
Director
Valuation Department
4
GENERAL SERVICE CONDITIONS
The service(s) provided by Vigers Hong Kong Limited will be performed in
accordance with professional appraisal standard. Our fee is not contingent in
any way upon our conclusions of value or result. We assume, without independent
verification, the accuracy of all data provided to us. We will act as an
independent contractor and reserve the right to use subcontractors. All files,
working papers or documents developed by us during the course of the engagement
will be our property. We will retain this data for as long as we wish.
Our report is to be used only for the specific purpose stated herein and any
other use is prohibited. No reliance may be made by any third party on the
report or part thereof without our prior written consent. You may show our
report in its entirety including this General Services Conditions to those third
parties who need to review the information contained herein. No one should rely
on our report as a substitute for their own due diligence. No reference to our
name or our report, in whole or in part, in any document you prepare and/or
distribute to third parties may be made without our written consent.
You agree to indemnify and hold us harmless against and from any and all
losses, claims, actions, damages, expenses, or liabilities, including all fees
of lawyers, including ours and the parties successfully suing us, to which we
may become subject in connection with this engagement except in respect of our
own negligence. Your obligation for indemnification and reimbursement shall
extend to any person working for Vigors Hong Kong Limited, including any
director, officer, employee, subcontractor, affiliate or agent. In the event we
are subject to any liability in connection with this engagement, regardless the
nature of the claim, such liability will be limited to the amount of fees we
received for this engagement.
We reserve the right to include your company/firm name in our client list,
but we will maintain the confidentiality of all conversations, documents
provided to us, and the contents of our reports, subject to legal or
administrative process or proceedings. These conditions can only be modified by
written documents executed by both parties.
5
END OF REPORT
