Exhibit 4.12
SALE AND PURCHASE AGREEMENT
Entered into on the 24th day of April, 2002, by and between
AT&T BATTERY CORPORATION, a corporation establish pursuant to the laws of Japan
with its registered address at Sumitomo-Fudosan XXXX.,0X.0-0-00,Xxxxxxx -
xxxxxxxxx, Xxxxxxxxx-xx, Xxxxx 000-0000. ("ATB").
NAM TAI ELECTRONIC & ELECTRICAL PRODUCTS LIMITED, a corporation established
pursuant to the laws of Hong Kong with its registered address at 00xx Xxxxx,
Xxxxx Merchants Tower, Shun Tak Center, 000-000 Xxxxxxxxx Xxxx Xxxxxxx, Xxxx
Xxxx ("NAMTAI"); and
TOSHIBA BATTERY CO., LTD., a corporation established pursuant to the laws of
Japan with its registered address at at Sumitomo- Fudosan XXXX., 0X, 0-0-00,
Xxxxxxx - xxxxxxxxx, Xxxxxxxxx-xx, Xxxxx 000-0000. ("TBCL").
(The said parties hereinafter referred to collectively as the "PARTIES" and
each one of them in the singular as a "PARTY").
This Sale and Purchase Agreement, together with all Exhibits hereto, shall
hereinafter be referred to as the "AGREEMENT".
WHEREAS
A. BPC (Shenzhen) Co., Ltd. (the "COMPANY" OR "BPC" is a Wholly
Foreign-Owned Enterprise formed by Namtai and TBCL in accordance with
relevant laws and regulations of the People's Republic of China with a
total investment amount of Xxx Xxxxxxx xxx Xxxx Xxxxxxx Xxxxxxxx Xxxxxx
Xxxxxx Dollars (US$1,500,000) and a registered capital of Xxx Xxxxxxx xxx
Xxxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Dollars (US$1,5000,000).
B. ATB wishes to purchase from Namtai a 86.67% equity interest in the
registered capital of the Company (the "SALE CAPITAL"), and Namtai wishes
to sell to ATB the Sale Capital constituting its entire investment in the
Company on the terms set out in this Agreement.
C. On or before 26 April 2002, TBCL agrees to submit a letter to Namtai
confirming that Namtai may sell to ATB the Sale Capital constituting its
entire investment in the Company on the terms set out in this Agreement.
D. After the completion of the transactions contemplated herein, ATB and TBCL
shall jointly hold a 100% interest in the registered capital of the
Company.
NOW THEREFORE in consideration of the premises and mutual covenants and
agreements contained hereinafter, the Parties hereby agree as follows:
ARTICLE 1
PURCHASE AND SALE OF THE SALE CAPITAL
1.1 Sale of Shares
Subject to the terms and conditions of this Agreement, Namtai hereby agrees
to sell, assign and transfer to ATB, and ATB agrees to purchase, acquire
and accept from Namtai, the Sale Capital free and clear of all liens,
claims, charges and encumbrances for the Purchase Price payable as set
forth in Article 2.1 below.
ARTICLE 2
PURCHASE PRICE
2.1 Purchase Price
ATB shall pay Namtai Xxx Xxxxxxx Xxxxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx
Dollars (US$1,300,000) as the Purchase Price for the Sale Capital (the
"PURCHASE PRICE"). The Purchase Price shall be payable by bank transfer on
or before the Closing Date (as defined below) to a bank account designated
by Namtai in writing.
2.2 Dividends (Profit Sharing)
ATB shall pay to Namtai on or before the Closing Date an amount equivalent
to the pro rata portion of distributable profits earned in the fiscal
period commencing on 1 January 2002 and ending on 30 April 2002
attributable to Namtai's interest in BPC.
2.3 Technical Collaboration Agreement
Namtai and TBCL shall terminate the Technical Collaboration Agreement
concluded between TBCL and Namtai on the date of October 29, 1999 (the
"TCA") and TBCL shall pay a cancellation fee in the amount of Eight Hundred
Thousand United States Dollars (US$800,000) on or before the Closing Date.
ARTICLE 3
LIMITED ASSUMPTION OF LIABILITIES
3.1 Namtai shall assume and be liable for all such liabilities and obligations
set forth in Article 3.1 incurred by BPC pro rata to its ratio of equity
interest in the registered capital of BPC prior to the signing date of this
Agreement (the "SIGNING DATE").
3.1.1 liabilities for income tax, value added tax or any other taxes,
levies, tariffs, interest or penalties related to BPC's business;
3.1.2 liabilities with respect to the environmental, health or
public safety matters:
3.1.3 liabilities or obligations with respect to wages, pensions,
workmen's compensation or other benefits or funds payable to
the employees or former employees of BPC;
3.1.4 liabilities or obligations arising out of or in connection
with any mortgage, charge, pledge, lien, security interest
or other encumbrances (collectively, "ENCUMBRANCES") or any
loan, guarantee or other financial obligation including any
loans in favour of any bank, shareholder, financial
institution or other third party; and
3.1.5 liabilities arising from any product liability claim or
product warranties given in connection with the products
manufactured by BPC.
ARTICLE 4
SIGNING DATE
4.1 On the date of the signing of this Agreement (the "SIGNING DATE") the
Parties shall deliver to each other the following documents:
(a) the executed version of this Agreement;
(b) a resolution of Namtai's Board of Directors authorizing its
officers to execute this Agreement and enter into the
transactions contemplated herein; and
(c) a list of the persons who ATB proposes to appoint to the
Board of Directors of the Company.
ARTICLE 5
POST-SIGNING OBLIGATIONS
5.1 After the Signing Date, the Parties shall cooperate in good faith to obtain
all necessary approvals from the relevant authorities and parties for the
consummation of the sale of the Sale Capital, transfer of obligations and
such other transaction as contemplated by this Agreement.
5.2 The Parties shall proceed in good faith to bring about the completion
conditions set forth in Article 7 ("COMPLETION CONDITIONS"), and the
conditions precedent of the Parties set forth in Articles 10 and 11 hereof
("CONDITIONS PRECEDENT") to the extent these are within their power to
effect, and to complete the transaction contemplated herein as quickly as
practicable.
5.3 Namtai shall deliver to ATB all relevant documents, chops and asset lists
of BPC on 30 April 2002 at such time and place as agreed between the
Parties.
ARTICLE 6
COMPLETION
6.1 By the Completion Date (as defined below), ATB shall check the following
items:
(a) a copy of the Approval Certificate issued by the Ministry of Foreign
Trade and Economic Cooperation (or its duly authorized lower level
commission), approving the transfer of the Sale Capital and the
amendment of the Articles of Association to reflect the transfer;
(b) a copy of the amended registration of the Company with the Local
Administration of Industry and Commerce;
(c) an Investment Certificate issued by the Company evidencing that ATB is
the legal and beneficial owner of the Sale Capital; and
(d) the resignations of five of Directors appointed by Namtai to the
Company effective as of the Completion Date.
6.2 On or before the Closing Date, ATB shall pay the Purchase Price as directed
by Namtai.
6.3 On 1 May 2002, ATB may as the holder of the Sale Capital, appoint three new
members to the Board of Directors of the Company.
6.4 The COMPLETION DATE shall be 5 June 2002.
6.5 The CLOSING DATE shall be 5 July 2002.
ARTICLE 7
COMPLETION CONDITIONS
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7.1 The following shall be requirements for the Completion of the transaction
and the transfer of the Sale Capital to Toshiba:
(a) The Ministry of Foreign Trade and Economic Cooperation (or its duly
authorized lower level commission) shall have issued an approval
document approving the transfer of the Share Capital and the
amendment of the Company's Articles of Association;
(b) The local Administration of Industry and Commerce shall have issued
an amended registration for the Company reflecting the transfer of
the Share Capital;
(c) The Conditions Precedent to each of the Parties obligations shall be
confirmed or waived.
7.2 If the Completion Requirements are not completed on or before 30 September
2002, due to a reason attributable to Namtai, ATB shall be entitled to
terminate this Agreement by written notice to Namtai. Namtai shall be
liable to compensate ATB for any loss or damage suffered by ATB arising
from the termination of this Agreement.
If the Completion Requirements are not completed on or before 30 September
2002, due to a reason attributable to ATB, Namtai shall be entitled to
terminate this Agreement by written notice to ATB. ATB shall be liable to
compensate Namtai for any loss or damage suffered by Namtai arising from
termination of this Agreement.
If the Completion Requirements are not completed on or before 30 September
2002, due to a reason not attributable to either Party under this
Agreement, all the Parties under this Agreement shall work together so that
the Completion Requirements could be completed as soon as possible.
ARTICLE 8
REPRESENTATIONS AND WARRANTIES OF NAMTAI
Namtai represents and warrants to ATB as follows:
8.1 BPC Organization and Qualification
BPC is wholly foreign-owned enterprise duly organized and validly existing
as a legal person under the laws of China.
8.2 Namtai's Organization and Qualification
Namtai is a corporation duly organized and validly existing under the laws
of Hong Kong.
8.3 Power and Authority
BPC has full legal right, power and authority to carry on its present
business, and to own its properties and assets in China, and shall
continue to have such right, power and authority after the consumption
of the transaction contemplated hereby. BPC shall continue to enjoy
all preferential treatment currently enjoyed by it under the laws of
China following the completion of this transaction. Namtai has full
legal right, power and authority to execute, deliver and perform this
Agreement and to carry out the transactions contemplated hereby.
8.4 Corporate Action
Namtai has taken all appropriate and necessary corporate and legal
actions to authorize the execution and delivery of this Agreement and
to authorize the performance and observance of the terms and
conditions hereof.
8.5 Registrations and Approvals
Subject only to the approvals and/or registrations, if any, of this
Agreement (and all Schedules) by the relevant government authorities
in China, Namtai and BPC have obtained all consents, licenses,
permits, approvals and authorizations and have effected all
declarations, filings and registrations necessary for the valid
execution and delivery of this Agreement (and all Schedules).
8.6 No Violation
Subject only to the approvals, if any, of this Agreement by the
relevant government authorities in China, this Agreement constitutes
the legal, valid and binding obligation of Namtai enforceable in
accordance with its terms. The execution, delivery and performance of
the terms of this Agreement (i) will not violate or contravene any
provision of law or other governmental directive, whether or not
having the force of law, which is applicable to Namtai or BPC;
(ii) will not contravene any governmental
guideline or policy statement applicable to Namtai or BPC; and (iii) will
not conflict with the Articles of Association or other equivalent corporate
documents of Namtai or BPC.
8.7 Title to Sale Capital
Namtai is the sole legal and beneficial owner of the Sale Capital, which is
held free and clear of any mortgage, charge or pledge. Namtai has completed
its capital contribution obligations to BPC in full.
8.8 Ownership of Assets
BPC has good and marketable title to all of the assets free and clear of
any encumbrances. BPC is the sole owner and has good and marketable title
to all the assets whether tangible or intangible located in its facility.
8.9 Compliance with Laws
BPC has complied with all laws, regulations and policies applicable to
every aspect of its establishment and operations in China.
8.10 Compliance with Customs Regulations
The operations of BPC are in full compliance with all applicable PRC and
Shenzhen customs regulations.
8.11 Compliance with Environmental Regulations
The current operations and site of BPC are in full compliance with
applicable PRC and Shenzhen environmental regulations. BPC has not received
notification that it is in violation of any applicable building,
anti-pollution, health, safety or other law or
regulation in respect of its office, or other structures or their
operations and no such violation exists.
8.12 Financial Statements
Schedule A hereto sets forth the financial statements for BPC from
commencement of its operations up to the period ending on 30 April
2002 (the "FINANCIAL STATEMENTS"). The Financial Statements fairly
present in all material respects the financial condition of BPC as of
the date thereof and the results of its operations for the period.
Neither Namtai nor BPC knows or has reasonable grounds to know of any
basis for the assertion against BPC of any liability of any nature not
fully reflected or reserved against in the Financial Statements.
8.13 Facilities and Equipment
The facilities and equipment BPC owns or leases are in good operating
condition and repair and are adequate for the uses to which they are
being put; and none of such office, facility or equipment is in need
of maintenance or repairs except for ordinary, routine maintenance and
repairs which are not material in nature or cost.
8.14 Insurance
Schedule B contains an accurate and complete description of all
material policies of fire, liability, employees' health and life
insurance, pension insurance and other forms of insurance owned or
held by BPC in relation to its operations. All such policies: (i) are
in full force and effect, all premiums with respect thereto covering
all periods up to and including 30 April 2002 have been paid and no
notice of cancellation or termination has been received with respect
to any such policy; (ii) are sufficient for compliance with all
requirements of law with respect to BPC current operations; (iii) are
valid, outstanding and enforceable policies; (iv) provide adequate
insurance coverage for the assets and operations of BPC; (v) such
policies will remain in full force and effect through the
respective dates set forth in schedule B without the payment of
additional premiums; and (vi) will not in any way be affected by, or
terminate or lapse by reason of, the transactions contemplated by this
Agreement.
8.15 Litigation
There is no action, claim, suit, inquiry, proceeding or investigation by
or before any court or governmental agency pending or threatened against
or involving Namtai or BPC, which could have an adverse effect upon the
transactions contemplated hereby or upon the Sale Capital or which could
create a liability of BPC.
8.16 Disclosure
No representations or warranties made by Namtai in this Agreement and no
statement contained in any document (including without limitation, any
Schedules hereto), certificate, or other writing furnished or to be
furnished by Namtai or BPC to ATB or any of its representatives pursuant
to the provisions hereof or in connection with the transactions
contemplated hereby, contains or will contain any untrue statement of
material fact or omits or will omit to state any material fact necessary,
in light of the circumstances under which it was made, in order to make
the statements herein or therein not misleading.
ARTICLE 9
REPRESENTATIONS AND WARRANTIES OF ATB AND TBCL
ATB represents and warrants to Namtai as follows:
9.1 Organization
Both ATB and TBCL are corporations duly organized and validly existing
under the laws of Japan.
9.2 Power and Authority
ATB and TBCL have full legal right, power and authority to carry on their
present business, to own properties and assets, to execute, deliver and
perform this Agreement and to carry out the transactions contemplated
hereby.
9.3 Corporate Action
ATB and TBCL have taken all appropriate and necessary corporate and legal
action to authorize the execution and delivery of this Agreement and to
authorize the performance and observance of the terms and conditions
hereof.
ARTICLE 10
CONDITIONS PRECEDENT TO ATB'S OBLIGATIONS
The obligation of ATB to accept the transfer and delivery of the Sale Capital
and to pay the Purchase Price is subject to the fulfilment of the following
conditions, any one or more of which may be waived by ATB in its sole
discretion:
10.1 Representations and Warranties of Namtai
The representations and warranties of Namtai contained herein shall be
true and accurate in all respects as of the date when made and at and as
of 1 May 2002 as though such representations and warranties were made at
and as of such date, except for changes expressly permitted or
contemplated by the terms of this Agreement. Namtai and BPC shall have
performed and complied with all covenants and agreements required by this
Agreement to be performed or complied with by them on or prior to the
Signing Date.
10.2 Governmental Approvals
ATB shall have received copies, certified by an authorized
representative of Namtai to be true and then in full force and effect,
of any consents or approvals or confirmations from, or of any reports
to, any governmental authority necessary in connection with the
execution or performance of the terms of this Agreement by Namtai.
10.3 No Proceedings or Litigation
On 1 May 2002, no claim, suit, action, investigation, inquiry or other
proceeding by any governmental body or other person or legal or
administrative proceeding shall have been instituted or threatened
which questions the validity or legality of the transactions
contemplated hereby.
10.4 No Material Adverse Change
Before 1 May 2002, BPC's operations shall not have suffered any
material adverse change (whether or not change has previously been
disclosed to ATB) by Namtai.
10.5 Employees
Before 1 May 2002, BPC shall not be terminate the labour contracts of
BPC's Chinese employees.
10.6 Lease Arrangement
Namtai shall, for the benefit of BPC, assist for the settlement of
BPC's production line in Shenzhen and sufficient water & electricity
supply until the end of 2002. Namtai shall, upon request of BPC, assist
BPC to be located in Shenzhen on and after 1 January 2003.
10.7 Technology Waiver
On the Completion Date, Namtai shall provide BPC with a waiver of the
assertion of any rights against any Namtai proprietary technology
employed in the BPC production process in perpetuity and without to
the payment of any fees in connection with the use of such technology.
10.8 ATB shall have completed its due diligence review of BPC and its
operation and shall be reasonably satisfied with the result of such
review.
10.9 ATB shall have received certification from the Shenzhen Environmental
Protection Bureau in form and substance satisfactory to Toshiba that
the current operations and site of BPC are in compliance with all
applicable PRC and Shenzhen environmental regulations.
ARTICLE 11
CONDITIONS PRECEDENT TO NAMTAI OBLIGATIONS
The obligation of Namtai to transfer and deliver the Sale Capital on the
Completion Date shall be subject to the fulfilment of the following conditions,
any one or more of which may be waived by Namtai:
11.1 Representations and Warranties of ATB and TBCL
The representations and warranties of ATB and TBCL contained herein
shall be true and accurate in all material respects as of the date
when made and as of 1 May 2002 as though such representations and
warranties were made at and as of such date, except for changes
expressly permitted or contemplated by the terms of this Agreement.
ATB and TBCL shall have performed and complied in all material
respects with all covenants and agreements required by this Agreement
to be performed or complied with by ATB and TBCL on or prior to 1 May
2002.
11.2 No Proceeding or Litigation
On 1 May 2002, no suit, action, investigation, inquiry or other proceeding
by any governmental body or other person or legal or administrative
proceeding shall have been instituted or threatened which questions the
authority of ATB and TBCL to conduct the transactions contemplated hereby.
ARTICLE 12
SURVIVAL OF WARRANTIES
Invalidity of ceratin part of this Agreement shall not affect the effectiveness
of the respective representations, warranties, and covenants of Namtai and ATB
and TBCL contained herein. Each and every such representation, warranty,
covenant and condition subsequent shall survive the Completion Date and be
valid perpetually.
ARTICLE 13
INDEMNIFICATION BY NAMTAI
13.1 Notwithstanding any other provision of this Agreement, Namtai hereby agrees
to reimburse, indemnify and hold harmless ATB from and against any and all
claims, actions, deficiencies, assessments, liabilities, losses, damages,
costs, expenses, judgments and settlements, including reasonable legal
fees, of any kind relating to or arising out of or in connection with or
incidental to any breach of any representation or warranty of Namtai under
this Agreement pro rata to its ratio of equity interest in the registered
capital of BPC prior to the Signing Date.
However, if any breach of any representation or warrant of Namtai under
this Agreement is caused by the gloss-negligence or misconduct of Namtai or
Namtai fails to perform any of its covenants and conditions sebsequent
under this Agreement, Namtai hereby agrees to reimburse, indemnify and hold
harmless ATB from and against any and all claims, actions, deficiencies,
assessments, liabilities, losses, damages, costs, expenses, judgments and
settlements, including reasonable legal fees, of any kind relating to or
arising out of or in connection with or incidental to any breach of any
representation or warranty of Namtai under this Agreement or the failure of
Namtai to perform any of their covenants or conditions subsequent under
this Agreement without limitation.
13.2 Namtai undertakes that it shall be responsible, and indemnify ATB and TBCL,
for any problems or troubles arising in BPC due to actions taken by Namtai
prior to the Closing Date. ATB and TBCL undertakes that it shall be
responsible, and indemnify Namtai, for any problems or troubles arising in
BPC due to actions taken by ATB and/or TBCL prior to the Closing Date
ARTICLE 14
INDEMNIFICATION BY ATB AND TBCL
14.1 Notwithstanding any other provision of this Agreement, ATB and TBCL hereby
agree to reimburse, indemnify and hold harmless Namtai from and against any
and all claims, actions, deficiencies, assessments, liabilities, losses,
damages, costs, expenses, judgments and settlements, including reasonable
legal fees, of any kind relating to or arising out of or in connection with
or incidental to any breach of any representation or warranty of ATB and
TBCL under this Agreement or the failure of ATB and TBCL to perform any of
their covenants or conditions subsequent under this Agreement.
ARTICLE 15
SURVIVAL OF INDEMNIFICATION OBLIGATIONS
The indemnification obligations described in Articles 13 and 14 shall survive
any termination, cancellation or expiration of this Agreement.
ARTICLE 16
ATTORNEY'S FEES INTEREST, PENALTIES COSTS AND EXPENSES
The right of indemnity set forth in Articles 13 and 14 hereto shall extend to
all interest, penalties, costs and expenses, including reasonable attorneys'
fees, related to any of the matters covered by this Agreement.
ARTICLE 17
TERMINATION OF AGREEMENT
This Agreement may be terminated at any time prior to the Completion Date:
17.1 by ATB, if Namtai has breached any covenant contained in this
Agreement;
17.2 by ATB, if Namtai becomes bankrupt, or is the subject of proceedings
for liquidation or dissolution, or ceases to carry on business, or
becomes unable to pay its debts as they come due;
17.3 by Namtai, if ATB has breached any covenant contained in this
Agreement;
17.4 by Namtai, if ATB becomes bankrupt, or is the subject of proceedings
for liquidation or dissolution, or ceases to carry on business, or
becomes unable to pay its debts as they come due.
ARTICLE 18
PROCEDURE AND EFFECT OF TERMINATION
In the event of termination of this Agreement and abandonment of the
transactions contemplated hereby by any of the Parties hereto pursuant to
Article 17, a written notice thereof shall forthwith be given to the other
Party and this Agreement shall be terminated and the transactions contemplated
hereby shall be abandoned, without further action by any of the Parties
hereto. If this Agreement is terminated as provided herein:
18.1 No Party shall have any liability or further obligation to any other
Party hereto except as provided herein; provided, that this is not
intended to release any party of any liability it may otherwise have for
a breach of any provision of this Agreement prior to the termination of
this Agreement; and
18.2 All filings, applications and other submissions made pursuant to this
Agreement shall, to the extent practicable, be withdrawn from the
governmental body or other person to which they were made.
ARTICLE 19
GOVERNING LAWS
The formation, validity, interpretation, execution, amendment and termination of
this Agreement shall be governed by the laws of the Hong Kong Special
Administrative Region.
ARTICLE 20
DISPUTE RESOLUTION
Any disputes arising from, out of or in connection with this Agreement shall be
settled through friendly consultations between the Parties. If, however, the
dispute is not resolved through friendly consultations within thirty (30) days
of commencement of such consultations, all Parties agree that the dispute shall
be finally resolved by arbitration in Japan conducted by the Japan Commercial
Arbitration Association. There shall be one (1) arbitrator and the language of
arbitration shall be English. The arbitration award shall be final and binding
upon the Parties to the arbitration. The losing Party shall pay the arbitration
fee and all cost relating to the arbitration (including the legal fees of both
Parties) unless provided otherwise in the arbitration award. Any award of the
arbitration shall be enforceable by any court having jurisdiction over each
Party against which the award has been rendered, or wherever assets of each
Party against which the award has been rendered can be located, and shall be
enforceable in accordance with the "United Nations Convention on the Reciprocal
Enforcement of Arbitral Award; (1958)".
ARTICLE 21
CONFIDENTIALITY
---------------
On and after Signing Date, Namtai shall not disclose any information relating
to or in connection with BPC and its business operation (the "INFORMATION") to
any third party. Namtai shall not use, transfer or dispose the Information for
the benefit of Namtai including its subsidiary, affiliate or related company.
Namtai shall make its employees keep the Information confidential.
ARTICLE 22
SEVERABILITY
------------
The invalidity of any provision of this Agreement shall not affect the validity
of any other provisions of this Agreement.
ARTICLE 23
LANGUAGE
--------
This Agreement is executed in the English language. The headings to Sections and
Sub-sections are for ease of reference only and shall have no legal effect.
ARTICLE 24
ENTIRE CONTRACT
---------------
This Agreement, including the Schedules hereto, constitutes the entire
agreement of the parties hereto in respect of the transactions contemplated
herein and supersedes all prior written or oral discussions, negotiations,
agreements and understandings between the Parties.
ARTICLE 25
WAIVER
------
Failure or delay on the part of any Party hereto to exercise any right, power
or privilege under this Agreement shall not operate as a waiver thereof, nor
shall any single or partial exercise of any right, power or privilege preclude
exercise of any other right, power or privilege.
ARTICLE 26
ASSIGNABILITY
This Agreement may not be assigned in whole or in part to any third party
without the prior written consent of the other Parties hereto.
ARTICLE 27
BINDING EFFECT
This Agreement is made for the benefit of ATB and Namtai and may be enforced by
any one of them. This Agreement may be amended only by a written instrument in
English signed by ATB and Namtai.
ARTICLE 28
NOTICES
Any notice or written communication provided for in this Agreement by any Party
to the other, including but not limited to any and all offers, writings or
notices to be given hereunder, shall be in English and shall be (i) personally
delivered, (ii) transmitted by registered mail or courier, or (iii) transmitted
by cable, telegram, telex or facsimile (with confirmation by registered mail),
to the other Parties. The date of receipt of notice or communication hereunder
shall be deemed to be three (3) days after its postmark in the case of a
registered letter, and one (1) business days after dispatch in the case of a
cable, telegram, telex, facsimile transmission or courier followed by a
registered mail letter. All notices and communications shall be sent to the
appropriate address set forth below, until the same is changed by notice given
in writing to the other Parties:
28.1 ATB:
Address: Xxxxxxx-xxxxxxxxx 0-00-00, Xxxxxxxxx-xx
Xxxxx 000-0000, Xxxxx
Attn: Mr. Yoshiro Suzuka
Title: President and Chief Executive Officer
Telephone Number: 000-000-0000
Fax Number: 000-000-0000
28.2 TBCL
Address: Minami-shinagawa 0-0-00, Xxxxxxxxx-xx,
Xxxxx 000-0000, Xxxxx
Attn: MR. Yoshiro Suzuka
Title: President and Chief Executive Officer
Telephone Number: 00-0000-0000
Fax Number: 00-0000-0000
28.3 Namtai:
Address: 00xx Xxxxx, Xxxxx Merchants Tower, Shun Tak Center,
000-000 Xxxxxxxxx Xxxx Xxxxxxx, Xxxx Xxxx
Att: Xx. X. X. Xxx
Telephone Number: 000-0000-0000
Fax Number: 000-0000-0000
ARTICLE 29
SCHEDULES
The Schedules attached hereto are hereby made an integral part of this Agreement
and are equally binding with these Articles 1 to 29. In the event of any
conflict between any provision in this Agreement and any provision in a
Schedule, the provision in this Agreement shall prevail.
IN WITNESS WHEREOF, each of the Parties hereto has caused this Agreement to be
executed in Hong Kong, China by its duly authorized representative on the day
and year first above written.
A&T BATTERY CORPORATION
By: /s/ Yoshiro Suzuka
Name: Yoshiro Suzuka
Title: President and Chief Executive Officer
TOSHIBA BATTERY CO., LTD.
By: /s/ Yoshiro Suzuka
Title: President and Chief Executive Officer
NAM TAI ELECTRONIC & ELECTRICAL PRODUCTS LIMITED
By: X.X. Xxx
Title: Director
