Exhibit 4(oo)
Dated October 28, 2004
(1) ASIAN MOTION LIMITED
(2) XXXXXX BROTHERS ASIA LIMITED
-------------------------------------------------
PLACING AGREEMENT
relating to
shares in the capital of
PACIFIC CENTURY PREMIUM DEVELOPMENTS LIMITED
-------------------------------------------------
XXXXXXXX XXXXXX
00/X, Xxxxxxxxx Xxxxx
00-00 Xxxxxx Xxxx
Xxxxxxx
Xxxx Xxxx
THIS AGREEMENT is dated October 28, 2004 and made
BETWEEN:
1. ASIAN MOTION LIMITED, a company incorporated in the British Virgin Islands
and whose registered office is at P.O. Box 957, Offshore Incorporations
Centre, Road Town, Tortola, British Virgin Islands (the "Vendor");
2. XXXXXX BROTHERS ASIA LIMITED, whose principal place of business in Hong
Kong is at Xxxxx 00, Xxx Xxxxxxx Xxxxx, 00 xxxxxxxxx, Xxxx Xxxx (the
"Placing Agent").
WHEREAS the Vendor [(together with its associates)] is the beneficial owner of
Placing Shares (as defined below) and the Vendor has agreed to appoint the
Placing Agent as placing agent for the purpose of procuring, as agent of the
Vendor, purchasers for the Placing Shares on the terms and subject to the
conditions set out in this Agreement,
THE PARTIES AGREE THAT:
1. INTERPRETATION
1.1 Definitions: In this Agreement and the Introduction:
"Accounts" the audited consolidated profit and loss
accounts of the Property Group for the
financial year ended on the Accounts Date and
the audited consolidated balance sheet of the
Property Group as at the Accounts Date, both
as set out in Appendix I of the circular
issued by the Company dated 2nd April, 2004;
"Accounts Date" 31st December, 2003;
"Associates" the meaning given to that term in the Listing
Rules;
"Business Day" any day (excluding a Saturday) on which banks
generally are open for business in Hong Kong;
"CCASS" the Central Clearing and Settlement System
operated by Hong Kong Securities Clearing
Company Limited;
"Companies Ordinance" the Companies Ordinance (Cap. 32 of the Laws
of Hong Kong);
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"Company" Pacific Century Premium Developments Limited
(stock code: 432), a company whose Shares are
listed on the Stock Exchange;
"Completion" completion of the Placing in accordance with
Clause 4;
"Group" the Company and its Subsidiaries and the
expression "member of the Group" shall be
construed accordingly;
"HK$" Hong Kong currency;
"Hong Kong" the Hong Kong Special Administrative Region of
the People's Republic of China;
"Listing Rules" the Rules Governing the Listing of Securities
on The Stock Exchange of Hong Kong Limited;
"Placee" any institutional investor procured by the
Placing Agent to purchase any of the Placing
Shares pursuant to the Placing Agent's
obligations hereunder;
"Placing" the offer by way of a private placing of the
Placing Shares procured by the Placing Agent
to selected investors on the terms and subject
to the conditions set out in this Agreement;
"Placing Announcement" the press announcement in the agreed form
proposed to be issued by the Company and the
Vendor jointly immediately following the
execution of this Agreement;
"Placing Completion Date" 1st November, 2004 or such other date as the
Vendor and the Placing Agent shall agree in
writing;
"Placing Period" the period commencing upon the execution of
this Agreement and terminating at 2:00 p.m. on
the Business Day prior to the Placing
Completion Date, unless terminated earlier
pursuant to the terms of this Agreement;
"Placing Price" the price of HK$2.18 per Placing Share;
"Placing Shares" 118,000,000 Shares;
"Property Group" has the meaning ascribed thereto in the
circular issued by the Company dated 2nd
April, 2004
"Regulation S" Regulation S under the US Securities Act;
"Shares" fully paid ordinary shares of HK$0.10 each in
the capital of the Company;
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"SFC" the Securities and Futures Commission of Hong
Kong;
"Stock Exchange" The Stock Exchange of Hong Kong Limited;
"Subsidiary" has the same meaning as in Section 2 of the
Companies Ordinance;
"Takeovers Code" Hong Kong Code on Takeovers and Mergers;
"Transfer Documents" has the meaning given to it in Clause 4.1;
"United States" has the meaning given in Regulation S; and
"US Securities Act" the United States Securities Act of 1933, as
amended.
1.2 Agreed Form: Any reference to a document being "in the agreed form" means
in the form of a document or and the draft thereof signed for
identification on behalf of the Vendor and the Placing Agent with (in the
case of a draft) such alterations (if any) as may be agreed between the
Vendor and the Placing Agent.
1.3 Reference: References in this Agreement to persons include references to
bodies corporate and references to the singular include references to the
plural and vice versa. References to "Clauses" are references to the
clauses of this Agreement.
1.4 Headings: Headings are inserted for convenience only and shall not affect
the interpretation of this Agreement.
2. APPOINTMENT OF PLACING AGENT
2.1 Appointment: The Vendor hereby agrees to appoint the Placing Agent and the
Placing Agent, relying on the representations, warranties and undertakings
herein contained, agrees to act as the placing agent for the Vendor in
connection with the Placing on the terms provided for in this Agreement.
2.2 Placing Agent's powers: The Vendor hereby confirms that this appointment
confers on the Placing Agent, in accordance with the provisions hereof,
all powers, authorities and discretion on behalf of the Vendor which are
necessary for, or reasonably incidental to, the Placing (including,
without limiting the foregoing and if necessary, the completion of the
relevant contract notes on behalf of the Vendor and the submission of such
contract notes and other documents for stamping and registration).
2.3 Sub-placing agents: The Placing Agent may in turn appoint other
sub-placing agents to procure purchasers for the Placing Shares. The
Placing Agent confirms and undertakes that it shall require any
sub-placing agent or other person through whom it may effect the Placing
or offer any Placing Shares to observe the provisions of this Agreement.
Any transaction legally, properly and reasonably carried out by the
Placing Agent (and any sub-placing agent) shall constitute a transaction
carried out at the request of the
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Vendor and as its agent and not in respect of the Placing Agent's own
account.
2.4 Information: The Vendor shall:
(a) provide to the Placing Agent, at its request, with all such
information known to it or which on reasonable enquiry ought to be
known to it and relating to the Group as may be reasonably required
by the Placing Agent in connection with the Placing for the purposes
of complying with all requirements of applicable law or of the Stock
Exchange or of the SFC; and
(b) promptly provide to the Placing Agent particulars of every
significant new matter known to them which is in their reasonable
opinion capable of materially affecting assessment of the Placing
Shares in the context of the Placing which arises between the date
hereof and 12:00 noon on the Placing Completion Date.
2.5 The Vendor shall sell the Placing Shares to be sold pursuant to the
Placing free from all liens, charges and encumbrances and together with
all rights attaching to them as of the Placing Completion Date, including
the right to receive all dividends declared, made or paid after the
Placing Completion Date.
2.6 Further assurances: The Vendor undertakes with the Placing Agent that it
shall do all such other acts and things as may be reasonably required to
be done by it to carry into effect the Placing in accordance with the
terms of this Agreement.
3. PLACING AGENT'S UNDERTAKINGS
3.1 Placing: The Placing Agent undertakes on or before the end of the Placing
Period to procure purchasers for, or failing which to purchase itself, all
of the Placing Shares at the Placing Price (together with such Hong Kong
stamp duty, SFC transaction levy and Stock Exchange transaction levy as
may be payable by buyers).
3.2 Placees: The Placing Shares shall be offered by the Placing Agent to the
Placees in board lots of the Shares. The choice of Placees for the Placing
Shares shall be determined solely by the Placing Agent, subject to the
requirements of the Listing Rules (in particular, the Placing Agent shall
use all reasonable endeavours to ensure that Placees shall be third
parties independent from the Vendor and its Associates and the directors,
chief executive or substantial shareholders of the Company or its
Subsidiaries or any of their respective Associates and shall not be
parties acting in concert with the Vendor for the purposes of the Vendor
for the purposes of the Takeovers Code). If there should be less than six
Placees, the Placing Agent shall procure that all necessary consents are
obtained from the Placees for the publication of their identities as
required by Rule 13.28(7) of the Listing Rules, and shall use its best
endeavours to ensure that such information is available for incorporation
in the Placing Announcement so that no separate or further announcement is
required to be made by the Company in respect thereof.
3.3 Placee details and Transfer Documents: To the extent any transfer of
Placing Shares will not be settled by book-entry settlement through CCASS,
by no later than 2:00 p.m. on the Business Day prior to the Placing
Completion Date, the Placing
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Agent shall deliver to the Vendor a schedule showing details of the
Placees including their names, the number of Placing Shares purchased by
each Placee, country of incorporation (if a corporation), addresses (or
registered address if a corporation), and as soon as practicable
thereafter and in any event not later than 12:00 noon on the third
Business Day thereafter deliver to the Stock Exchange and, if required
under the Takeover Code, the SFC such substantially completed details of
the Placees in the form from time to time prescribed by them.
3.4 Oral contracts: Without limitation to Clause 3.5, the Placing Agent
undertakes that the Placing shall be effected by telephone conversations
leading to concluded contracts which shall then be confirmed by letter of
confirmation. The Placing Agent undertakes that the terms and conditions
on which each Placee will purchase Placing Shares, and the number of such
Shares to be purchased, are covered in precise terms and agreed with each
Placee and to be in substantially the same form as the letter of
confirmation and will not make any representation in connection with the
Placing Shares other than contained in the Placing Announcement or
previously approved by the Vendor.
3.5 Compliance with laws: The Placing Agent confirms and undertakes to the
Vendor and the Company that:
(a) it will not, directly or indirectly, engage in price stablisation in
relation to the Placing;
(b) it will not, directly or indirectly, offer, sell or deliver any
Placing Shares or distribute or publish any documents (including,
without limitation, any prospectus, form of application, offering
circular, advertisement or other offering material or any report or
other document calculated to invite or lead to offers or agreements
being made to purchase Placing Shares) in any country or jurisdiction
except such as, and under circumstances that, will not result in or
constitute a breach by it of any applicable laws and regulations
provided that this will not apply where the breach arises, directly
or indirectly, by reason of (i) a breach by the Vendor or by the
Company of a representation, warranty or undertaking in Clause 7.1 or
(ii) any public written information or statements issued by the
Vendor or the Company;
(c) it has not offered or sold and will not offer or sell in Hong Kong,
by means of any document, any Placing Shares other than to persons
whose ordinary business it is to buy or sell shares or debentures,
whether as principal or as agent, or otherwise in circumstances which
do not constitute an offer to the public within the meaning of such
term as used in the Companies Ordinance (Cap. 32 of the Laws of Hong
Kong);
(d) (i) it has not offered or sold and, prior to the expiry of the period
of six months from the Placing Completion Date, will not offer or
sell any Placing Shares to persons in the United Kingdom except to
persons whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for the
purposes of their businesses or otherwise in circumstances which have
not resulted and will not result in an offer to the public in the
United Kingdom within the meaning of the Public Offers of Securities
Regulations 1995; (ii) it has only communicated or caused to be
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communicated and will only communicate or cause to be communicated
any invitation or inducement to engage in investment activity (within
the meaning of section 21 of the Financial Services and Markets Act
2000 (the "FSMA")) relating to the Placing Shares in circumstances in
which section 21(1) of the FSMA does not apply; and (iii) it has
complied and will comply with all applicable provisions of the FSMA
with respect to anything done or to be done by it in relation to the
Placing Shares in, from or otherwise involving the United Kingdom;
(e) (i) it acknowledges that the Placing Shares have not been and will
not be registered under the US Securities Act, and have not been and
may not be offered or sold in the United States or to or for the
account or benefit of US persons except pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of the US Securities Act; it has not offered or sold,
and will not offer or sell, any Placing Shares outside the United
States except in offshore transactions (as defined in Regulation S)
in accordance with Rule 903 of Regulation S including complying with
the offering restrictions required of Regulation S;; accordingly,
neither it, its affiliates nor any persons acting on its or their
behalf have engaged or will engage in any directed selling efforts
(as such term is defined in Regulation S) with respect to the Placing
Shares or any Shares;; and (ii) it will offer or sell the Placing
Shares (A) as part of their distribution at any time, or (B)
otherwise until 40 days after the later of the commencement of the
offering of the Placing Shares and the Placing Completion Date (the
"Restricted Period"), only to or for the benefit of persons other
than US persons in accordance with Rule 903 of Regulation S under the
US Securities Act and, at or prior to the confirmation of a sale of
the Placing Shares, it will have sent to each distributor, dealer or
person receiving a selling concession, fee or other remuneration that
purchases Placing Shares from it or through it during the restricted
period a confirmation or other notice setting forth the restrictions
on offers and sales of Placing Shares within the United States or to,
or for the account or benefit, of U.S. persons.
3.6 No representations: The Placing Agent confirms and undertakes that it has
not made and shall not make to any person to whom Placing Shares may be
offered any representation or statement regarding the Placing Shares, the
Company, the Group or the financial or business position or prospects of
the Company or the Group which (i) is not contained in the Placing
Announcement or (ii) is not, at the time of making the same, general
public knowledge in the marketplace.
4. COMPLETION
4.1 Vendor's obligations: By no later than 2:00 p.m. on the Business Day prior
to the Placing Completion Date, the Vendor shall deliver to the Placing
Agent to facilitate settlement on the Placing Completion Date:
(a) the instruments of transfer (to the extent any transfer of Placing
Shares will not be settled by book-entry settlement through CCASS)
(the "Transfer Document") in respect of the Placing Shares duly
executed by or on behalf of the legal and beneficial owners of the
Placing Shares;
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(b) if the transfer of some or all of the Placing Shares is not to be
settled by book-entry settlement through CCASS, the share
certificate(s) for the relevant Placing Shares; and
(c) if the transfer of some or all of the Placing Shares is to be settled
by book-entry settlement through CCASS, evidence satisfactory to the
Placing Agent that the Vendor has given an irrevocable delivery
instruction to effect a book-entry settlement on the Placing
Completion Date of the Placing Shares through CCASS to credit to the
CCASS stock account of the Placing Agent, which the Placing Agent
shall have notified the Vendor on the date of this Agreement.
4.2 Placing Agent's obligations: Against compliance by the Vendor with its
obligations under Clause 4.1, the Placing Agent (or its nominees or
agents) shall, in respect of the Placing Shares, on or before 2:00 p.m. on
the Placing Completion Date:
(a) make or procure the making of payments to the Vendor in cleared funds
in Hong Kong dollars of the aggregate Placing Price of the Placing
Shares (less the amounts referred to in Clause 5.1), the payment of
which shall constitute a complete discharge of the obligations of the
Placing Agent to place the Placing Shares hereunder and such payment
shall be made for value on the Placing Completion Date to such bank
account held with a bank in Hong Kong as may be notified by the
Vendor to the Placing Agent no later than 12:00 noon one Business Day
before Placing Completion Date; and
(b) (if appropriate) present the Transfer Document and the share
certificates in respect of the Placing Shares to the share registrar
of the Company and liase with the share registrar to issue new share
certificates in the names of the Placees.
5. PAYMENT OF FEES COMMISSIONS AND EXPENSES
5.1 Placing Agent fees and expenses: In consideration of the services of the
Placing Agent in relation to the Placing, the Vendor shall pay to the
Placing Agent:
(a) provided that completion of the Placing occurs in accordance with
Clause 4, in Hong Kong dollars, (i) a placing fee of [ ] per cent. of
the amount equal to the Placing Price multiplied by the number of the
Placing Shares and (ii) sellers brokerage at 0.25 per cent. of the
Placing Price;
(b) Hong Kong seller's ad valorem stamp duty (if any) at the relevant
rate on the amount equal to the Placing Price multiplied by the
number of Placing Shares;
(c) seller's Stock Exchange trading levy, SFC transaction levy and
investor compensation levy, if any, and fixed stamp duty on the
instrument of transfer as may be payable in respect of the sale and
transfer of the Placing Shares to the Placees,
which amounts the Placing Agent is hereby authorised to deduct from the
payments to be made by it to the Vendor pursuant to Clause 4.2(a).
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5.2 Placing not completed: If for any reason (other than any breach by the
Placing Agent of its obligations hereunder) this Agreement is terminated
or the Placing is not completed, the Vendor shall remain liable for the
payment of all costs and expenses referred to in Clause 5.1(b) and (c)
only to the extent already incurred.
5.3 Brokerage: The Vendor hereby acknowledges that, in addition to the
commissions, costs, charges and expenses referred to in Clause 5.1, the
Placing Agent shall be entitled to keep for its own account any brokerage
that it may receive from the Placees.
5.4 No deductions: All payments to be made by the Vendor pursuant to this
Clause 5 shall be made in full without any set-off, deduction or
withholding whatsoever.
6. WARRANTIES AND UNDERTAKINGS
6.1 Warranties: In consideration of the Placing Agent entering into this
Agreement and agreeing to perform its obligations hereunder to, the Vendor
hereby represents, warrants and undertakes to the Placing Agent as
follows:
(a) the Vendor is the beneficial owner of the Placing Shares and has the
necessary power and authority and has obtained all necessary consents
to enable it to sell the Placing Shares hereunder and this Agreement
constitutes valid and legally binding and enforceable obligations of
the Vendor;
(b) the Placing Shares are fully paid up, rank pari passu in all respects
with the existing Shares in issue, include the right to receive all
dividends and distributions which may be declared made or paid after
the Placing Completion Date and the Vendor warrants that the Placing
Shares are free and clear of all liens, encumbrances, equities or
other third party rights;
(c) all statements of fact contained in the Placing Announcement are true
and accurate in all material respects and not misleading in any
material respect in the context of the Placing and all statements of
opinion, intention or expectation of the directors of the Company in
relation to the Company or any of its Subsidiaries contained therein
are truly and honestly held and have been made after due and careful
consideration and there is no other fact or matter omitted therefrom
the omission of which would make any statement therein misleading in
any material respect or which is otherwise material in the context of
the Placing;
(d) the Accounts:
(i) have been prepared on a recognised and consistent basis and in
accordance with generally accepted accounting principles,
standards and practice in Hong Kong;
(ii) comply in all material respects with all applicable ordinances,
statutes and regulations and show a true and fair view of the
state of affairs of the Group and of its results for the period
in question;
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(iii) are not affected by any unusual or non-recurring items and do
not include transactions not normally undertaken by the relevant
member of the Property Group (save as disclosed in the said
accounts); and
(iv) make adequate provision for all taxation whether in Hong Kong or
any other part of the world in respect of all accounting periods
ended on or before the respective date for which the relevant
member of the Property Group was then or might at any time
thereafter become or have been liable;
(e) since the Accounts Date, there has been no material adverse change in
the Group's condition, financial or otherwise, or the earnings,
business affairs or business prospects (whether or not arising in the
ordinary course of business) and no event has occurred which in the
reasonable opinion of the Vendor may give rise to a material adverse
change in such position in the foreseeable future;
(f) (i) none of the Company nor the Vendor nor any of its or their
affiliates (as defined in Rule 501(b) of Regulation D) nor any person
acting on its or their behalf has engaged or will engage in any
directed selling efforts (as defined in Regulation S under the US
Securities Act) with respect to the Placing Shares; (ii) the Vendor,
the Company, their affiliates and any person (other than the Placing
Agent) acting on its or their behalf have complied with and will
comply with the offering restrictions requirement of Regulation S
under the US Securities Act; and (iii) the Company is a "foreign
issuer" as such term is defined in Rule 902 under the US Securities
Act and is not subject to the reporting requirements of the US
Exchange Act;
(g) neither the Company nor the Vendor nor any of its or their affiliates
nor any person acting on its or their behalf has offered or sold, or
will offer or sell, any securities under circumstances that would
require the registration of any of the Placing Shares under the US
Securities Act; neither the Company nor the Vendor nor any of its or
their affiliates nor any person acting on its or their behalf has
engaged or will engage in any form of general solicitation or general
advertising within the meaning of Regulation D in connection with the
offer or sale of the Placing Shares in the United States; and
(h) the Company is required to register as an investment company as
defined in the United States Investment Company Act of 1940 and will
not become an open-end investment company, unit investment trust or
closed-end investment company that is required to be registered under
Section 8 of such Act.
6.2 Warranties repeated: The representations and warranties set out in Clause
6 are given as at the date hereof and shall be deemed to be repeated by
Vendor as at the Placing Completion Date as if given or made at such time,
with reference in each case to the facts and circumstances then
subsisting. The Vendor undertakes up to and until completion of this
Agreement or its earlier termination to notify the Placing Agent of any
matter or event coming to its attention prior to the Placing Completion
Date which would or would reasonably be considered to render or have
rendered any of the representations and warranties made by it set out in
Clause 6.1 untrue, inaccurate or
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misleading in any material respect. The Vendor shall not, and shall use
all reasonable endeavours to procure that no member of the Group shall, at
any time prior to or on the Placing Completion Date do or omit to do
anything which may cause any of the representation and warranties made by
the Vendor and set out in Clause 6.1 to be untrue in any material respect.
6.3 No claims: No claim shall be made against the Placing Agent or any person,
appointed as a sub-placing agent pursuant to Clause 2.3 by the Vendor to
recover any damage, cost, charge or expense which the Vendor may suffer or
incur by reason of or arising from the carrying out by the Placing Agent
of the work to be done by it pursuant hereto or the performance of its
obligations hereunder or otherwise in connection with the Placing provided
that such damage, cost, charge or expense is not suffered or incurred
directly or indirectly as a result of any fraud, default or negligence on
the part of the Placing Agent or in connection with a breach by the
Placing Agent of the provisions of this Agreement.
6.4 No merger: The foregoing provisions of this Clause 6 shall remain in full
force and effect notwithstanding completion of the Placing.
8. GENERAL
8.1 Announcements: Save for the Placing Announcement and save as required by
law or by the Stock Exchange or the SFC, each of the party hereby
undertakes to use its best endeavours to procure that no public
announcement or communication to the press, the Stock Exchange or the
shareholders of the Company concerning the Company and/or its Subsidiaries
which is material in relation to the Placing shall be made by or on behalf
of the Company between the date hereof and the Placing Completion Date
without prior written approval from the other parties hereto as to the
content, timing and manner of making thereof, such approval not to be
unreasonably withheld or delayed.
8.2 Time of the essence: Any time, date or period mentioned in this Agreement
may be extended by mutual agreement between the Vendor and the Placing
Agent but, as regards any time, date or period originally fixed or any
date or period so extended as aforesaid, time shall be of the essence.
8.3 Waiver: No failure or delay by any party in exercising any right, power or
remedy under this Agreement shall operate as a waiver thereof, nor shall
any single or partial exercise of the same preclude any further exercise
thereof or the exercise of any other right, power or remedy. Without
limiting the foregoing, no waiver by any party of any breach of any
provision hereof shall be deemed to be a waiver of any subsequent breach
of that or any other provision hereof.
8.4 Assignment: No party hereto shall assign any of its rights under this
Agreement (all of which shall be incapable of assignment) or purport to do
so unless agreed by the other parties hereto. This Agreement shall be
binding on and enure for the benefit of each party's successors and
permitted assigns.
8.5 Counterparts: This Agreement may be executed in any number of counterparts
by the
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Parties hereto on separate counterparts, each of which when executed shall
constitute an original and all of which when taken together shall
constitute one and the same document.
9. NOTICES
9.1 Notices: All notices delivered hereunder shall be in writing in the
English language and shall be communicated to the following addresses:-
If to the Vendor:
00xx Xxxxx, XXXX Xxxxx
Xxxxxx Xxxxx
000 Xxxx'x Xxxx, Xxxxxx Xxx
Xxxx Xxxx
Fax no.: (000) 0000 0000
Attention: Company Secretary
If to the Placing Agent:
Xxxxx 00, Xxx Xxxxxxx Xxxxx,
00 Xxxxxxxxx
Xxxx Xxxx
Fax no.: (000) 0000 0000
Attention: Compliance Department
9.2 Deemed service: Any such notice shall be served either by hand or by
facsimile. Any notice shall be deemed to have been served, if served by
hand, when delivered and if sent by facsimile, on receipt of confirmation
of transmission. Any notice received on a day which is not a Business Day
shall be deemed to be received on the next Business Day.
10. GOVERNING LAW
10.1 Hong Kong Law: This Agreement is governed by and shall be construed in
accordance with the laws of Hong Kong for the time being in force and the
parties hereto hereby irrevocably submit to the non-exclusive jurisdiction
of the Hong Kong courts in connection herewith.
10.2 Vendor's service agent: The Vendor irrevocably appoints PCCW Secretaries
Limited of 00xx Xxxxx, XXXX Xxxxx, Xxxxxx Xxxxx, 000 Xxxx'x Xxxx, Xxxxxx
Xxx, Xxxx Xxxx as its process agent to receive on its behalf service of
process of any proceedings in Hong Kong. If for any reason the process
agent ceases to be able to act as process agent or no longer has an
address in Hong Kong, the Vendor irrevocably agrees to appoint a
substitute process agent with an address in Hong Kong acceptable to the
Placing Agent
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and to deliver to the Placing Agent a copy of the substitute process
agent's acceptance of that appointment within 30 days. In the event that
the Vendor fails to appoint a substitute process agent, it shall be
effective service for the Placing Agent to serve the process upon the last
known address in Hong Kong of the last known process agent for that Vendor
notified to the Placing Agent notwithstanding that such process agent is no
longer found at such address or has ceased to act provided that a copy of
the proceedings is also sent to that the Vendor's current registered office
or principal place of business wherever situated. Nothing in this Agreement
shall affect the right to serve process in any other manner permitted by
law.
AS WITNESS the hands of the duly authorised representatives of the Parties on
the day and year first before written.
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EXECUTION PAGE
SIGNED by )
)
for and on behalf of )
ASIAN MOTION LIMITED )
in the presence of )
SIGNED by )
)
for and on behalf of )
XXXXXX BROTHERS ASIA LIMITED )
in the presence of )
Xxxxxx Xxxx )
Compliance Manager )
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