Contract
Exhibit 10.11
THIS
IS AN ENGLISH TRANSLATION VERSION OF THE ORGINAL CONTRACT WRITTEN IN THE CHINESE
LANGUAGE. IF THERE IS ANY DISCREPANCY IN, MIS-INTERPRETATION IN, OMISSION IN,
CONFLICT WITH, VARIATION OR SUPPLEMENTAL TO THE ORIGINAL MEANING OF THE
CONTRACT, THE ORIGINAL CHINESE VERSION PREVAILS.
Signed
between
|
(1)
|
|
(2)
|
The
individuals or companies referred to as Party B listed in Schedule 1 of
this Contract (hereinafter called "Party
B")
|
Preface
|
1.
|
Party
A is the concessionaire of the operation of Games of Fortune or Chance or
Other Casino Game, through the concession contract “License Contract of
Macao Special Administrative Region for the Operation of Games of Fortune
or Chance or Other Casino Games” (hereinafter "the First Contract") signed
with the Government of the Macao Special Administrative Region
(hereinafter referred to as "Macao Government") on June 26,
2002.
|
|
2.
|
On
December 19, 2002, Party A signed a “Revised License Contract of Macao
Special Administrative Region for the Operation of Games of Fortune or
Chance or Other Casino Games” with the Macau Government (hereinafter
"Revised Contract").
|
|
3.
|
The
First Contract and the Revised Contract are jointly referred to as
"Concession Contract" in this
Contract.
|
|
4.
|
Party
B is a Gaming Promoter and possesses a gaming promoter license with number
as illustrated in Schedule 1, issued by the Gaming Inspection and
Coordination Bureau (hereinafter “GICB” ) of the Macau Government under
the administrative regulation no.
6/2002.
|
|
5.
|
Both
Parties herein have reached mutual understanding on the promotion business
of the games of fortune of the Casino (hereafter “gaming promotion
business”) and have together formed this Contract for
execution.
|
The
Contents
Article
1 Games of Fortune Promotion Business
|
1.
|
In
accordance with the terms of this
Contract:-
|
|
(i)
|
Party
A agrees Party B to conduct gaming promotion business within the Casino or
gaming area of Party A’s
operation.
|
|
(ii)
|
Party
B agrees to provide gaming promotion services to Party
A
|
|
2.
|
Gaming
promotion business refers to as during the validity of its gaming promoter
license, Party B assists the Casino to make promotion to potential gaming
patrons and to provide gamers with transportation, accommodation, food,
entertainment and other convenience within the Hotel where the Casino is
situated to conduct games of fortune, betting or other forms of gaming
activities in return for commission or other compensation paid by Party A
and Party B is responsible for all related
expenses.
|
|
3.
|
In
order for Party B to be able to promote the gaming promotion business,
Party A permits Party B and its gaming patrons to exclusively use the VIP
room (hereinafter “Exclusive VIP Room”) and gaming tables (hereinafter
“Exclusive Gaming Tables”) as illustrated in Schedule 2. In addition to
those people whom are declared not allowed to enter casinos by laws or by
Party A; patrons of Party B may not be guaranteed to be allowed to bet in
other exclusive VIP rooms of Party
A.
|
Article
2 Responsibility
|
1.
|
Party
A is responsible for the management and control of the operation of the
Exclusive VIP Room, and has rights to decide from time to time the form of
gaming and the number of gaming tables in operation according to the
market condition and the turnover of the Exclusive VIP Room. Party A will
from time to time review and decide the number of Exclusive VIP Gaming
Tables, the operation and regulations of the Exclusive VIP Room and/or the
method of calculation of dividend for profit sharing, in particular when
there is change in market condition or when the Macau Government announces
any guideline which will affect the operation of casinos, or announces any
new law or legislation, Party A may decide to make amendment on specific
terms of this Contract including but not limited to the increase or
decrease in the number of Exclusive VIP Gaming Tables and the area for the
VIP room and adjust the method of calculation of dividend for profit
sharing.
|
|
2.
|
Party
B is responsible for getting and arranging patrons to play game in the
Exclusive VIP Room and to provide convenience such as transportation,
accommodation, food and
entertainment.
|
Article
3 Exclusive Location and Gaming Tables
|
1.
|
Party
B can choose the name of the Exclusive VIP Room from the list produced by
Party A. When the name is agreed by Party A, Party A shall have it
submitted to GICB for approval.
|
|
2.
|
The
form of gaming for the Exclusive Gaming Tables is limited to Baccarat or
other form of gaming approved by Party
A.
|
|
3.
|
(i)
|
In
the Exclusive VIP Room, Party B shall have its exclusive cage, office,
staff lounge (sharing with other users) and patrons lounge/dining area.
Party B will also be allotted a number of car parking
spaces.
|
|
(ii)
|
Party
A shall decide whether any alternations, maintenance, repairs, renovations
etc. for all the compartments, decorations, installations of the
facilities stated above. Party B is responsible for any required works for
the cage and office; all other works shall only be done according to the
designated plan approved by Party
A.
|
|
(iii)
|
All
decorations and fixtures of the Exclusive VIP Room is provided by Party A
and delivered to Party B for its use on as if condition. Any costs for
alternation, maintenance, repair and renovation in the future shall be for
the expense of Party B and should be done according to the designated plan
approved by Party A.
|
|
(iv)
|
Ceiling,
flooring and walls, basic decoration of the cage and office are provided
by Party A; any other decorations, compartments and fixtures (including
furniture, CCTV and all other equipments) and any expense for alternation,
maintenance, overhaul and renovation in the future shall be borne by Party
B.
|
|
(v)
|
For
avoidance of doubt, not withstanding the fact that the related
expense
is borne by party B, all equipments and tools used within the exclusive
VIP room including the above stated decorations, compartments, equipments
and fixtures are all properties of Party A. Under no circumstance shall
Party B raise any legal action on the ownership of these properties. Party
B shall not install any burden and should return in good condition to
Party A when Party B ceases the gaming promotion business in the Exclusive
VIP Room.
|
|
4.
|
(i)
|
Party
A provides the equipments and other facilities for the staff lounge and
patrons lounge/dining area of the Exclusive VIP Room through central
planning. Party A can deduct the related expenses from the monthly
commission and designated compensation according to Article 4; and for the
facilities provided for cage and office, if Party A has provided and Party
B has used, the charges shall be paid by Party B according to the above
mentioned terms.
|
|
(ii)
|
Rent,
utilities and air-conditioning charges of the Exclusive VIP Room shall be
borne by party A
|
|
5.
|
For
the management and service which Party A provides to the Exclusive VIP
Room and for the car parking spaces (if any) allotted to Party B, Party B
shall pay a monthly central administrative management fee. Party A will
charge these two fees based on the market and the operation condition of
Party B and adjustment will be made when
necessary.
|
Article
4 The Principle and Regulations of
Operation
|
1.
|
All
patrons of Party B are entitled to bet on any gaming table using cashable
chips (hereinafter called “Cash Chips”) provided by Party A. For the
operation of the gaming promotion business of Party B, Party A shall allot
exclusively to Party B and its gaming patrons a special set of
non-negotiable gaming chips (hereinafter called “Dead Chips”). Dead Chips
cannot be converted to cash or check or Cash Chips. Patrons of Party B can
either use Cash Chips or Dead Chips to bet on Exclusive Gaming Tables, but
the Dead Chips can only be used for betting on Exclusive Gaming Tables
designated to Party B, settlement of both Cash Chip and Dead Chip shall be
in Hong Kong currency.
|
|
2.
|
Cash
Chips must be purchased with equal value of Hong Kong cash Dollars. Dead
Chips can be purchased with equal value of Hong Kong cash Dollars or Cash
Chips. Party A will not accept any non pre-honoured bank draft or
check.
|
|
3.
|
Party
B shall be responsible for the credits of the Exclusive VIP Room or its
gaming patrons or collaborators. Party B shall ensure these credits to be
in accordance with the relevant laws and legislations, and to undertake
the bad debts of these gaming patrons and
collaborators.
|
|
4.
|
Party
B can apply to Party A to impose or adjust any maximum and/or minimum
betting limits to the Exclusive Gaming Tables subject to the contemplated
approval of Party A.
|
|
5.
|
Gaming
patrons of Party B can use both Dead Chips and Cash Chips to bet on the
Exclusive Gaming Tables, should the patrons win, Party A will pay with
Cash Chips (save that when the patrons’ betting were with Dead Chips).
When the patrons stop gaming and request for gaming Cash Chips to
converted to cash, Party A shall convert the balanced Cash Chips with cash
or check
|
|
6.
|
Party
B undertakes to promote the Exclusive VIP Room gaming promotion business
with unreserved effort, keeping the turnover of the Exclusive VIP Room in
a leading position within the industry. Party B also undertakes to
purchase and maintain a certain amount of Dead Chips (i.e. rolling) from
Party B according to the market condition. Party A can fix and adjust the
monthly minimum amount of Dead Chips (hereinafter called “Minimum Rolling
Amount”) which Party B is required to purchase. Should Party B not meet
the minimum target, Party A shall review and establish the respective
handling method. If this Contract is terminated on grounds as described in
this subparagraph, Party B shall instantly lose the privilege to use the
Exclusive VIP Room for gaming promotion business. Upon the instruction of
Party A, Party B must leave the Exclusive VIP Room but still have to
fulfill the responsibilities (should there be any) which party B has yet
to fulfill before the termination of this
Contract.
|
|
7.
|
At
all times, Party B must maintain a certain amount of Dead Chips designated
by Party A within the cage of the Exclusive VIP Room being basic operation
Dead Chips. If the amount of these Dead Chips get lower than the
designated amount Party A imposed, Party B shall have to make up for the
short fall within 2 working days from the cut-off point at 6:00
a.m.
|
|
8.
|
Party
B’s gaming promotion activities within the Casino are subject to Party A’s
monitoring, in particular on Party B’s compliance of laws, legislations
and the terms of this Contract. Pursuant to this, senior staff and
designated staff or representatives of Party A can enter any part of the
Exclusive VIP Room, including cage, office and staff lounge to check on
the documents and records and to monitor the operation of the gaming
promotion activities of Party B from time to time. On the request of Party
A, Party B shall provide Party A with all information and documents
related to Party B and relevant to its gaming promotion
activities.
|
|
9.
|
Party
A shall establish, amend and monitor the gaming rules and operation of the
whole Casino (including those of the Exclusive VIP Room) which Party B and
its employees, collaborators and gaming patrons must strictly follow and
comply.
|
|
10.
|
Party
A can impose guidelines, standard requirements, regulations and/or
measures for security, integrity and safety for the whole Casino and
amending them from time to time. Party B and its employees, collaborators
and gaming patrons must strictly follow and
comply.
|
|
11.
|
Pursuant
to terms of this Contract, all matters that require the decision of Party
A and regulations which are to be imposed by Party A, or any change of
condition or regulations herein this Contract, shall be made in writing by
Party A and serve to party B from time to
time.
|
Article
5 Minimum Rolling Amount
|
1.
|
During
the validity of this Contract, Party B undertakes that the monthly rolling
figure for the Exclusive VIP Room will not be less than the Minimum
Rolling Amount as agreed between Party A and Party
B.
|
Article
6 Remuneration
|
1.
|
According
to this Contract, Party A agrees to pay Party B a monthly remuneration
(hereinafter called “Designated Compensation”) as remuneration for Party B
to provide gaming promotion activities and the commitment to comply with
the terms of this Contract. Details for the method of
calculation of the Designated Compensation is listed in Appendix 1. The
terms and conditions for food, ferry and room allowance (if any) shall be
decided by Party A and adjustment will be made whenever
necessary.
|
|
2.
|
Except
for the Designated Compensation, Party B shall have no rights to claim
from Party A any expense or lost arisen from the gaming promotion
activities and its operation.
|
|
3.
|
|
4.
|
Party
A shall have the rights to deduct from the Designated Compensation payable
to Party B all charges in relation to the terms of this
Contract.
|
|
5.
|
Party
A agrees to pay the Designated Compensation to Party B after deduction of
all the above mentioned charges within 5 working days after the monthly
cut-off date for compensation
calculation.
|
Article
7 Business Promotion
|
1.
|
Both
Parties are to establish strategic plans on the business promotion
activities for the Exclusive VIP Room together. Party B shall bear all
relevant expenses.
|
|
2.
|
All
arrangement of the promotion activities and the contents of advertising
materials must be reviewed and approved by Party A before announcement or
execution made.
|
Article
8 Collaborators
|
1.
|
For
the gaming promotion business, Party B may choose their own collaborators.
The collaborators chosen by Party B should get prior approval from Party
A. Should the collaborator is a company, Party B must provide to Party A
documents and information relating to the collaborator’s company. The
selection of collaborators, their number, qualifications and replacement
are to be approved by the GICB save that the GICB has the absolute rights
to disqualify the validity of the
collaborators.
|
|
2.
|
Party
B shall equip collaborators according to the legislation regulation no.
6/2002 in particular Article 17 to comply with the relevant legislative
regulations and other requirements of Article
17.
|
|
3.
|
Party
B shall be responsible for the commission, other compensation and related
tax of the collaborators.
|
|
4.
|
Party
B shall bear joint responsibility for the activities of and attitude
demonstrated by its collaborators within the Casino and also bear joint
responsibility for the compliance of applicable laws and legislations with
its collaborators.
|
Article
9 Employee
|
1.
|
In
order to be in the gaming promotion business, Party B shall provide enough
and qualified experience employees. All employees of Party B are subject
to prior approval of Party A.
|
|
2.
|
Party
B is prohibited from employing individuals who have been disqualified by
the GICB, prohibited entry or prohibited to be employed by Casinos or have
a criminal or other mis-conduct
records.
|
|
3.
|
Party
B shall submit within the stated time limit a list consisting of employees
which Party B considers as principal staff together with the information
revelation sheet and declaration to GCIB in accordance with legislation
no. 6/2002.
|
|
4.
|
When
performing duty within the Casino, the employees of Party B are required
to be in uniform. The impression of the uniform must match the relevant
requirement and standard as laid down by Party A and must be reviewed and
approved by Party A prior use. Party A shall have the rights to request
Party B to change the design of the uniforms of its
employees.
|
|
5.
|
Party
B shall be responsible for the wages and welfare of all employees hired
within the Exclusive VIP Room.
|
|
6.
|
Party
B shall bear joint responsibility for the activities, behavior and
abidance of the law of its employees within the
Casino.
|
Article
10 Individuals’ Staff Card and Business
Card
|
1.
|
Party
B (or should Party B be a company, its directors, principal staff,
collaborators and all individuals holding primary and secondary positions
employed under Party B) must wear a staff card with a photo (of the owner
of the card) issued by Party A. Should any of the above mentioned
individuals be replaced or cease to be employed, Party B shall immediately
return the staff card of these individuals to Party A for
cancellation.
|
|
2.
|
The
business card of Party B (or should Party B be a company, its directors,
principal staff and collaborators) must be reviewed and approved by Party
A before issuing and use. Party A has the rights at any time to request
Party B to immediately stop using or to amend the business card (or should
Party B be a company, those of its directors, principal staff and
collaborators).
|
Article
11 Gaming Promoter License must be
Valid
|
1.
|
Party
B is responsible to maintaining the validity of its gaming promoter
license, and is subject to the appropriate qualification review by GCIB
under the requirement of legislation 26/2002 in particular Article 14.
Party B must also maintain appropriate qualification in accordance with
the relevant legislations, pass the character review imposed by Party A
from time to time and conform to the other requests of Party A (if any) .
Party B must inform Party A within 5 days after the renewal of its gaming
promoter license, and submit a copy of the license and copies of the
related documents to Party A.
|
|
2.
|
Should
Party B be a company, Party B must strictly follow the following
terms:
|
|
(i)
|
The
composition of partners, directors and shareholders (the members of
shareholders must be traced to the legal persons) must obtain prior
approval from Party A.
|
|
(ii)
|
Party
B must inform Party A prior to any change in the partnership, shareholder
or shareholding structure (the members of shareholders must be traced to
the legal persons), members, structure of the board of directors or the
beneficial privileges of the company. Upon receiving Party A’s written
consent and the approval of GCIB can the related changes then be effected.
Party B must follow with the submission of the relevant documents in
relation to the changes submit to GCIB and Party
A.
|
|
(iii)
|
Before
getting the written consent of GCIB and Party A, shareholders (trace
to legal persons) directly or indirectly holding the shares of the company
of Party B may not transfer through any means or set burden to the paid up
investment and assets of the company of Party B; and shall not allow any
third party or company to obtain such investment and assets by any means.
Nor shall Party B transfer, take part in transferring or allow any
transfer of the Company’s rights or its voting rights to any party outside
of the known owners of rights of Party A. Under no circumstance
shall Party B allow, before getting prior approval of Party A, any person
or company to exercise Party B’s voting rights or other Company’s rights;
or to influence the decisions of the board of directors of Party B to
participate, interfere, obstruct or manipulate the promotion business or
the benefits derived from the promotion business of the Exclusive VIP
Room. Even after getting prior approval from Party A, Party B
shall still file and deliver all the relevant documents of the approved
and legal deeds to the GCIB and Party
A.
|
|
(iv)
|
Before
obtaining the written consent of Party A, Party B shall not amend any
contract or Article of the company. Upon obtaining of the above mentioned
approval, Party B is still required to submit within 15 days to GCIB and
Party A all the approved amended contracts or documents of the
company.
|
|
(v)
|
The
directors of Party B, upon gaining the knowledge of the existence of
company agreements or shareholder agreements, should inform the GCIB and
Party A by writing within 15 days the contents of these company agreements
or shareholder agreements. In this connection, the directors of Party B
shall ask the shareholders on a regular basis whether any such agreement
exists.
|
|
(vi)
|
The
new directors or the shareholders holding 5% or more of the capital of the
company or new principal employees of Party B must according to
requirements of legislation no. 6/2002 be subject to appropriate
qualification review. Only individuals and company that can fulfill the
terms in Article 11 of this Contract and pass the above mentioned review
process, may officially be the new shareholders or directors or principal
employees of Party B.
|
Article
12 Transfer of this Contract
|
1.
|
Except
for the collaborators approved by Party A, Party B shall not through or
permit a third party directly or indirectly operate, engage or participate
whether wholly or partially, in the Exclusive VIP Room gaming promotion
business. The collaborators may only assist Party B to promote gaming
promotion business but may not replace Party B to operate the Exclusive
VIP Room gaming promotion business.
|
|
2.
|
Unless
with prior written consent from Party A, Party B may not transfer
interest, rights (including but not limited to commission and other
compensation obtained in connection with this Contract), responsibility or
obligations, through any methods and means with or without compensation,
wholly or partially to a third
party.
|
|
3.
|
Subject
to approval granted by the Macau Government, should Party A transfer its
Contract status to a third party, Party B has to accept such transfer, and
continue to fulfill the obligations in this Contract, as if the third
party being Party A in this Contract. When required, Party B must act
according to the request of the third Party to amend and submit the
Guarantee as mentioned in Article 15 herein, to assure that the third
party being the beneficiary owner of the related
Guarantee.
|
Article
13 Concentration of Service
Party B
(also on behalf of its related persons) undertakes to commit full devotion on
the promotion and operation of the business of the Exclusive VIP Room. Unless
upon written consent made by Party A, or unless specified in this Contract,
Party B and its related people who are already operating VIP room in other
Casinos, undertakes not to operate directly or indirectly any additional VIP
room in any casino in the Macau Special Administrative Region, or increase the
number of gaming tables of the existing promotion business operation, and to
cause its collaborators to comply with the same undertaking.
Article
14 Confidentiality
|
1.
|
Except
to organization permitted by laws or legislations; or as required by law,
Party B (should Party B be a company, every shareholder and director, its
employees and collaborators, and all individuals holding major and
secondary positions under Party B) shall keep confidential the fact and
information learnt during engagement to the gaming promotion business.
This confidential obligation of the above mentioned people shall continue
even after they have ceased their respective employment. Party B must
ensure that this term of confidentiality be entirely maintained by all the
above mentioned people.
|
|
2.
|
This
Contract and all documents provided for this Contract according to laws,
are all confidential documents. Party B may only disclose their contents
to a third party with prior written consent of Party A. Should the
disclosure be required by an applicable law, Party B agrees to inform
Party A in writing immediately when he first aware of the necessity. Party
B undertakes that this term of confidentiality be complied by every
individual who has the knowledge of the contents of this Contract and the
above mentioned documents. Party B shall still fulfil this confidentiality
term even after termination of this
Contract.
|
Article
15 Guarantee
|
1.
|
Party
A undertakes to fulfill all obligations of this Contact and also
undertakes that should Party B can not fulfill the obligations of this
Contract or when Party B can not fulfill the entirety of this Contract or
part of the obligations leading the loss of Party A, Party B shall make
compensation to Party A for such loss. Party B agrees to provide an
undertaking in a form of written record as illustrated in Appendix 2 when
signing this Contract, agreeing to Party A that when Party A suffers loss
because of Party B’s not able to fulfill the obligations stipulated in the
terms herein this Contract, Party A can deduct the amount of such loss
from the commission and/or other compensation Party B should receive under
the terms of this Contract. Party B agrees to maintain the above mentioned
undertaking throughout the validity of this Contract until the expiry or
termination of this Contract, whichever happens
later.
|
|
2.
|
If
Party B is a company, every shareholder or director when signing this
Contract shall submit an undertaking to Party A as in Appendix 3, stating
that Party B shall fully comply with all obligations of this Contract and
bear the responsibility of compensating Party A should there be a loss to
Party A caused by Party B not complying with all or part of the
obligations of this Contract.
|
|
3.
|
Party
A may request Party B to provide a third party guarantee. This third party
guarantee must be acknowledged by Party A. This third party shall submit
the guarantee according to the requirements of Party A stating that
compensation be made to Party A should Party B be not able to fulfill all
or part of the obligations of this Contract leading to any loss of Party
A.
|
|
4.
|
Party
B agrees to pay a deposit to Party A and such amount shall be decided from
time to time by Party A. Should Party B violate any terms of this
Contract, or be required to pay penalty or compensation or indemnity,
Party A shall have the right to unilaterally confiscate the deposit or
deduct such penalty, compensation or indemnity amount from the Party B’s
deposit. Simultaneously, Party B should, within the designated time frame,
make repayment of the deducted amount to top up the deposit, maintaining
the amount of deposit made to Party A at the designated time frame to be
within the designated level. Should the shortage amount not being repaid
on time, Party A can terminate this Contact
accordingly.
|
Article
16 Legal Obligations
|
1.
|
Besides
fulfilling the obligations as required by legislation no. 6/2002 and other
supplemental regulations, Party B is required to comply with and ensure
that its collaborators and employees shall follow and comply with the
following obligations:-
|
|
(i)
|
be
subject to the supervision and monitoring of the
GCIB;
|
|
(ii)
|
comply
with applicable laws and relevant regulations on gaming promoters, and to
comply with the announcement and guidelines issued by the GCIB,
|
|
(iii)
|
be
subject to the audit of the GCIB and Finance
Department,
|
|
(iv)
|
maintain
all books and records of gaming promotion activities for the inspection of
the GCIB and Finance Department, and to supply all data and information as
may be required.
|
|
(v)
|
to
fulfill all contractual obligations undertaken, in particular those to
gamers.
|
|
(vi)
|
to
comply with the requirement not to cause any damage to the organization of
and the gaming promoters guidelines issued by Party A
.
|
|
(vii)
|
to
fulfill the obligations as a result of entering into Contract with Party
A.
|
|
(viii)
|
To
edit and submit to Party A a list of personal identity information of
Party B or all of its directors and shareholders (should Party B be a
company), its collaborators and employees (including principal employees
and/or employees serving primary and/or secondary posts) and to update
such list on a regular basis. And to submit to Party A every 3 months or
as required from time to time by Party A the latest I.D. information
(including those required by legislative regulation no. 6/2002) and the
identity information of the yearly selected collaborators and principal
employees together with the employment contracts of the principal staff of
Party B.
|
|
(ix)
|
To
submit immediately to Party A a set of all documents that have been
submitted to the GCIB.
|
Article
17 Party B’s Undetaking
Party B
hereby makes undertaking to Party A as follows:
|
(i)
|
Strictly
comply and fulfill all the terms of this
Contract.
|
|
(ii)
|
Strictly
comply with the laws of Macau and legislative regulations in particular
with those which are related to gaming promoter, gaming promoter business
operation and anti-money
laundry.
|
|
(iii)
|
Strictly
comply with all regulations, procedures and guidelines imposed by the GCIB
and related Macau Government Departments, and those Party A made for the
Casino, gaming promoters and gaming promotion business and to submit
information or reports in relation to these regulations and guidelines
(including be not limited to those for internal control and anti-money
laundry).
|
|
(iv)
|
Strictly
comply with the gaming, operation, security, integrity and other related
regulations and guidelines which Party A imposes for the Casino, Exclusive
VIP Room and Exclusive Gaming
Tables.
|
|
(v)
|
To
apply for gaming promoter license and to renew the promoter license in
accordance with the legislative regulation no. 6/2002, and to maintain the
validity of the gaming promoter license accordingly to the
laws.
|
|
(vi)
|
To
take all necessary market promotion measures, including providing the
patrons transportation, food, accommodation and entertainment services,
attracting the patrons to place bets within the Exclusive VIP Room and to
undertake all the expenses incurred from all market promotion
activities.
|
|
(vii)
|
To
bear the costs for all maintenance and repair of all the equipments, and
facilities regularly or as may be required by Party A at the Exclusive VIP
Room.
|
|
(viii)
|
To
provide sufficient and relevant collaborators and employees to facilitate
promotion and operation of the gaming promotion
business.
|
|
(ix)
|
To
achieve the highest professional standard, not to damage the corporate
image of Party A, and not to affect the gaming operation concession of
Party A when promoting and operating gaming promotion business and other
related activities.
|
|
(x)
|
Unless
agreed in writing by Party A, Party B may not use for
other purposes or disclose to any third party the
information contained in the list of patrons introduced by Party
B.
|
|
(xi)
|
Will
only perform gaming promotion business within the area designated by Party
A, definitely shall not directly or indirect urge gaming patrons within
the Casino’s mass market hall or other gaming areas, or any patrons not of
Party B or collaborators of Party B to bet in the Exclusive VIP Room, and
ensure that the employees and patrons of Party B will not cause
disturbance within the premises and designated area affecting Party A or
the business operation of these
facilities.
|
|
(xii)
|
Shall
not assist persons who are restricted by Party A or the GCIB to enter the
Casino or other Party A’s
Casinos.
|
|
(xiii)
|
To
cause Party B and all of its directors, shareholders, collaborators and
all employees (whether primary or secondary
employee):
|
|
(a)
|
to
be subject to the examination by Party A from time to
time;
|
|
(b)
|
may
not violate the contractual spirit or any obligation of Party B in this
Contract.
|
|
(c)
|
to
perform duties according to the highest professional standard, with its
greatest effort to promote business for Party
A.
|
|
(d)
|
not
to damage the image and gaming operation concession of Party A at all
time.
|
|
(e)
|
may
not have any mis-conduct anywhere or under relevant
regulations.
|
Party B
will be held jointly responsible for any violation of laws and regulation made
by the above mentioned people or for damaging the image of Party A, and upon
receiving instruction from Party A, Party B shall immediately terminate their
relationship with these people or any individual who cannot pass the character
check by Party A.
|
(xiv)
|
Pursuant
to the terms under this Contract, Party B only provides gaming promotion
service and not being the agent of Party A; Party B acts for itself when
making gaming promotion business and such activities shall have no
relation with Party A. Should Party B, its collaborators or its employees
(whether primary or secondary employee) cause any encroachment or
infringement to the rights of any person or individual, Party B shall
fully compensate Party A for this; Party A shall not bear any direct or
indirect responsibility for these incidents, subject to non-violation of
the above mentioned terms and should any such incident causes loss to
Party A, or incur any expense for (including but not limited to lawyer
fees) Party A, Party B agrees to fully compensate Party A and
simultaneously forfeit its right to quote any exceptional
clause.
|
|
(xv)
|
Be
subject to the supervision and monitoring of Party
A.
|
|
(xvi)
|
Devote
full effort to maintain good relationship with its
collaborators.
|
|
(xvii)
|
To
pay its collaborator the agreed commission and other compensation
punctually.
|
|
(xviii)
|
Besides
the obligations to report and submit information as required by
laws, regulations and this Contract, Party B has the obligation to
immediately notify Party A under following
circumstances:-
|
|
(a)
|
any
indication that its collaborator or employee is conducting criminal
activities, in particular that of money
laundry;
|
|
(b)
|
any
fact that may affect the repayment ability of Party
B;
|
|
(c)
|
any
situation that may affect the normal operation of Party
B;
|
|
(d)
|
any
legal lawsuit of Party B (should Party B be a company, and its
shareholders and directors, its collaborators and principal employees)
and;
|
|
(e)
|
any
act of fraud, violence or crime etc. within the
Casino.
|
|
(xix)
|
To
report immediately any loan involved with Party B that amounts to Macau
Patacas one million or above, and to submit copies all relevant loan
document to Party A.
|
|
(xx)
|
Provide
Party A with its signed commercial agreements and account books, including
the information provided by their patrons provide and records of
transactions. Party B shall take suitable precaution to ensure Party A not
to cause infringement to the rights of any third party when obtaining the
above mentioned documents, account books, information and
records.
|
|
(xxi)
|
Be
abide by all decisions made or regulations imposed by Party A in
accordance with the terms of this Contract, and there will be no objection
of any kind to these decisions and
regulations.
|
|
(xxii)
|
In
the course of operating gaming promotion business when any difficulties or
disputes with patrons or third party are encountered, Party B shall
immediately consult Party A and take Party A’s suggestion as a solution
and to resolve the matter in an appropriate and speedy
way.
|
Article
18 Undertaking from Party A
|
1.
|
Party
A undertakes to Party B on the
following:
|
|
(i)
|
Strive
to comply with all regulations that are required by the Concession
Contract, to maintain the Concession Contract to continue to be valid and
act in accordance with the relevant
laws.
|
|
(ii)
|
Strive
to comply with the terms in this
Contract.
|
|
(iii)
|
To
pay the agreed commission and other compensation to Party B
punctually.
|
|
(v)
|
To
ensure Party B to meet the obligation of taxation by withholding the
amount from the commission and other compensations paid to Party B and to
make tax payment to the Macau Government
punctually.
|
Article
19 Amendment of the Contract
|
1.
|
Terms
of the Contract shall be amended under the written agreement between Party
A and Party B.
|
Article
20 Violation of Contract
|
1.
|
Should
any of the signed Parties not fulfill or comply with the terms and
undertaking of this Contract, the other Party shall have the right to
request the violating Party to make compensation for the loss caused by
such violation.
|
Article
21 Duration of the Contract
|
1.
|
The
duration of this Contract is listed in Schedule
3.
|
Article
22 Termination, Expiration, Revocation of
Contract
|
1.
|
This
Contract shall be terminated under the following
condition:-
|
|
(i)
|
When
this Contract naturally expires.
|
|
(ii)
|
Both
signing Parties reach a unanimously decision in writing and both Parties
sign to the termination of this Contract from time to
time.
|
|
(iii)
|
The
concession of Party A is being
revoked.
|
|
(iv)
|
In
case of a serious event preventing the execution of this Contract, or such
event causes serious damage to this Contract leading to non-performance of
obligations under this present Contract (such as: natural disaster, wars
etc, that is beyond the control of both Parties)
.
|
|
(v)
|
Should
this Contract be terminated under the above condition (i) to (iv) neither
Party shall be liable for indemnification (save that the liabilities
arisen from the operation of the gaming promotion business or the
Exclusive VIP Room and/or other agreement made between both Parties before
the termination of this Contract) to the other
Party.
|
|
2.
|
Under
the following conditions, this Contract shall
expire:-
|
|
(i)
|
Death,
bankrupcy or being applied for bankrupcy (should Party B be the legal
person or a partnership company) of Party
B.
|
|
(ii)
|
The
liquidation or being applied for liquidation or being taken over by
creditors
after legal process (applicable to Party B as a company) of Party
B.
|
|
3.
|
Under
the following conditions, Party A may unilaterally inform Party B in
writing to immediate revoke this Contract and not affecting the rights of
Party A to claim Party B for the loss caused or for the privilege that
Party A has under this Contract:
|
|
(i)
|
The
directors/members, shareholders or principal employees of Party B cannot
pass the character check made by Party A from time to time; or when Party
B cannot maintain appropriate qualification review in accordance with the
related regulations.
|
|
(ii)
|
Party
B does not have or is not capable of maintaining substantial operating
cash flow leading to obstruction of operation of the Exclusive VIP
Room.
|
|
(iii)
|
GCIB
or other related Government Department does not approve of
the Exclusive VIP Room being operated within the designated
area in this Contract, revokes the related license, or orders the
Exclusive VIP Room to terminate
operation.
|
|
(iv)
|
Party
B violates or does not comply with any one of the terms specified in
Article 12.1 or 12.2, 13, 15 or 17 (ii) to (v)of this
Contract;
|
|
(v)
|
Party
B violates the above (i) to (iii) or when condition (iv) arises, violates
any other term of this Contract, which in the opinion of Party A, such
violation is of an important and serious
nature.
|
|
(vi)
|
Party
B violates the above (i) to (iii) or when condition (iv) arises, violates
any other term of this Contract, which in the opinion of Party A may not
be very serious (to be decided unilaterally by Party A), but after Party A
has issued warning in writing to Party B, Party B does not take any
remedial action or repeats such violation or still frequently unable to
comply with its obligations.
|
|
4.
|
When
termination, expiry or revocation of this Contract, is not caused by
violation of terms of this Contract by Party B, Party A shall return the
deposit and the balance of payment derived from the gaming promotion
business (if any) without any interest to Party
B.
|
|
5.
|
Unless
otherwise stated, if this Contract is terminated, or revoked under the
relevant terms of the Contract, Party B shall bear all responsibilities of
any harm done to any third party as a result of such termination or
revocation and Party A shall not bear any such
responsibility.
|
|
6.
|
Should
this Contract expire, being terminated, revoked or not renewed after
expiry, Party B shall before the expiration, termination, revocation or
within two days after expiry unconditionally move out of the Exclusive VIP
Room and return its decorations, compartments, and every property and
equipment (including gaming tables and gaming appliances) to Party A in
good condition and to repair any damage that may have been done to the VIP
Room, other objects or facilities to the satisfaction of Party A
.
|
Article
23 Notification
|
1.
|
Unless
otherwise stated in this Contract, every notice or correspondence should
be in writing in Chinese and delivered by hand to the following address,
upon delivery shall it be considered received by the other
Party:
|
Delivery
to Party A: 00/X, Xxxxxxxxx Xxxxx, Xxxx, Xxxxx
Delivery
to Party B: the Exclusive VIP Room mentioned in this Contract, or should Party B
have more than one Exclusive VIP Room for gaming promotion operation within the
Casino, then anyone of the Exclusive VIP Rooms.
|
2.
|
Either
Party can inform the other party on amendment to the delivery address by
writing.
|
Article
24 Independency of the Terms of
Contract
|
1.
|
Should
certain terms in the Contract be ruled as illegal, invalid or in
executable under the laws, these terms shall be considered as not listed
in this Contract but it shall not affect the effectiveness of the other
terms of this Contract.
|
Article
25 Applicable Laws and Jurisdiction
|
1.
|
This
Contract, the rights and obligations arisen from this Contract are
governed by and shall be construed in accordance with the Macau
laws.
|
|
2.
|
The
Macau courts have exclusive governing rights for actions of all disputes
and lawsuit arisen from this Contract, each Party irrevocably complies to
the governing rights of the Macau
courts.
|
|
3.
|
Having
chosen Macau being the exclusive venue for legal actions commenced under
this Contract, each Party irrevocably and unconditionally forfeit any
objections. Each Party Agrees that for the above mentioned legal lawsuit,
the last judgement is final and binding and the judgement is enforceable
in any other areas under their respective
jurisdictions.
|
Article
26 Other Terms
|
1.
|
Within
this Contract, unless specified by relevant
context:
|
|
(i)
|
“day”.,
“month” or “year” means the solar calendar “day”, “month” or
“year”;
|
|
(ii)
|
The
“Party B” mentioned within this Contract,
includes
|
|
(a)
|
should
the company be a gaming promoter: all the company’s shareholders,
directors, principal employees and their respective agents
;
|
|
(b)
|
should
the enterprise be an individual owner: that individual gaming promoter,
its partners, principal employees and their respective agents
;
|
|
(iii)
|
“law”
includes all existing Macau legislative regulations and judicial opinions,
“legal” or “illegal” is to be interpreted accordingly to the
law.
|
|
(iv)
|
“individual”
or “third party” includes individual owner, legal person, enterprise,
legal person organization or organization that does not possess the legal
person qualifications, partnership enterprise, commercial company, joint
venture, or trust group or agent of the above mentioned
entities.
|
|
2.
|
Unless
otherwise stated, the terms, schedules and appendices mentioned in this
Contract are the Terms, Schedules, and Appendices within this Contract.
The legislations and regulations mentioned in this Contract or the rules
imposed by Party A, should include those amended, re-established, replaced
legislations or regulations or rules imposed by Party A from time to time.
The article headings are inserted for the sake of convenience and should
be neglected when interpreting this
Contract.
|
|
3.
|
In
this Contract, unless required by the context, singular words also include
plural meanings and vice versa, single gender words include the meaning of
all genders.
|
|
4.
|
Unless
otherwise stated, the time herein is Macau
time.
|
|
5.
|
This
Contract replaces all former declaration, statement, or agreement of
similar contents earlier made by both
Parties.
|
|
6.
|
This
Contract is signed in three copies, each has the same effectiveness, Party
A and Party B each keeps one original copy, the other original copy is to
be submitted to the GCIB by Party
A.
|
Signed
This
Contract was signed on the mentioned date by Party A and Party B in Macau and
was notaried immediately on site.
|
(Sd.)
Xxx Xxxxxxx Xxx Xxxx
|
||
|
(Sd.)
Xxxxx Xxx Sing Xxxxxx
|
(Sd.)
Xxx Man Pou
|
|
|
[Signed]
|
[Signed]
|
|
|
Party
A
|
Party
B (Xxx Man Pou)
|
|
|
(Signed
on 4th
September, 2009)
|
(Signed
on 4th
September, 2009)
|
In
Macau
Year
Month Day
Schedule
1
(Party
B)
|
Name/Name
of Company:
|
Xxxx
Xxxx Gaming Promotion Company Limited (Business Registration No. 28476
(SO))
|
|
|
Address/registered
office:
|
Alameda
Xx. Xxxxxx x’Xxxxxxxxx 181-187, Edificio Centro Comercial do Grupo
Brilhantismo, 12o
Andar T, Macau.
|
|
|
Gaming
junket licence number:
|
E127
|
Schedule
2
(
Exclusive VIP Room) and (Exclusive VIP Gaming Tables)
|
Exclusive
VIP Room:
|
StarWorld
Casino L12 no. 4 VIP room
(Now
known as Iao Kun VIP Club)
|
|
| Exclusive Gaming Table number: | SW307, SW308, SW309, SW310, SW311, SW312 |
Schedule
3
(Expiry
of Contract)
|
(1)
|
The
expiry date for this Contract is 31st
December, 2009 or upon the termination of the Gaming Promoter Contract
between Party A and Party B, which ever happens
first.
|
|
(2)
|
This
Contract replaces the Contract formerly signed by the Parties and
commences on 1st
January, 2009.
|
Appendix
1
(Calculation
of Designated Compensation)
|
I.
|
“45
Room” Calculating System
|
|
(a)
|
Profit
Sharing:
|
Calculation
based on the net operation income of that VIP room, Party B shares 45% of the
month’s net income or loss.
|
(b)
|
Rolling
Bonus
|
During
the cut off time, should the rolling recorded be over the minimum rolling
amount, in addition to the reward as mentioned in I.(a) above, Party B gets an
equivalent of 0.05% of the rolling amount (for every HKD10 million)
in cash as rolling bonus.
|
(c)
|
Consumption
Allowance
|
Party B
can get an equivalent of 0.03% of the monthly rolling amount as Consumption
Allowance. The details of how this allowance is given out will be subject to
revision by Party A from time to time.
|
(Note:
|
1.
For
I.(c) mentioned above, it will not be paid in cash, check or chips, and it
will not be made as deduction from the amount that Party B should pay. The
allowance will be paid by Party A in a form of allowance quota that can be
used by Party B at designated places during the term of this Contract.
Party B may not request Party A to pay the unused allowance quota in any
form, these unused allowance quota will be void at the end of each
month.
|
2.
Party B
shall, according to terms of Party A (if any), arrange a certain number of
patrons to stay in the Hotel of the Casino, the room rates can be offset by the
allowance quota.
3.
Party A
shall, according to the market condition and operation needs of Party B, review
the calculation method of the above allowance and the rule of using such
allowance quota from time to time.)
|
II.
|
Profit
sharing and bonus are all for monthly settlement and the cut off date for
calculation is on the last day of each month. The cut off time is at 6:00
a.m. on the last day of every month, the remaining time of that day will
be taken for calculation of the next month. Unless otherwise stated, the
calculation for each month is independent and stands alone from any other
month.
|
|
III.
|
The
monthly Compensation (including all allowance, profit sharing and bonus)
Party A will pay to Party B is net of the respective taxation required by
law and the amount which Party B should pay Party A in accordance with
this Contract.
|
|
IV.
|
All
gaming losses have to be settled by Party B within 3 days after the
Designated Compensation
calculation.
|
Appendix
2
(Guarantee
for Fulfilling Obligations of Gaming Promoters Contract)
Our
company, Xxxx Xxxx Gaming Promotion Company Limited, Gaming Promoter License no.
E127, had signed a gaming promoter contract ( “Promoter Contract” )
with Galaxy Casino S.A. ( “Galaxy” ) . Our company
guarantees “Galaxy” that we will fulfill all the obligations stated in the
“Promoter Contract” timely. Should obligations not fulfilled and lead “Galaxy”
to any loss, or if as a result of the promotion business Party B owes “Galaxy”
any amount not limited to debts from buying chips or negative commission/loss,
we hereby authorize “Galaxy” to deduct from the Compensation that can
be received by our company according to Article 4 of the “Promoter
Contract”.
Our
company authorizes and unconditionally agrees “Galaxy” to directly deduct from
the Compensation that can be received by our company until all losses are being
covered or all debts being cleared; should it still be insufficient, our company
will be responsible for indemnification to “Galaxy”.
|
Signed:
|
|
Xxxx
Xxxx Gaming Promotion
|
|
Company
Limited
|
Appendix
3
(Guarantee
for Fulfilling Obligations of Gaming Promoters Contract)
I am the
sole director and member of Xxxx Xxxx Gaming Promotion Company Limited, gaming
promoter license no. E127 (“Promoter Company”). In accordance with the gaming
promoter contract (“Promoter Contract”) between the Promoter Company and Galaxy
Casino S.A. (“Galaxy”) herein mentioned, I guarantee that the Promoter Company
will fulfill all the obligations stated in the “Promoter Contract” timely.
Should the Promoter Company not able to fulfill the related obligations and lead
“Galaxy” to any loss, or if as a result of the promotion business Party B owes
“Galaxy” any amount not limited to debt from buying chips or negative
commission/loss, I hereby authorize “Galaxy” to deduct from the Compensation
that can be received by our company according to Article 4 of the “Promoter
Contract”.
I
represent the Promoter Company to authorize and unconditionally agree “Galaxy”
to directly deduct from the Compensation that can be received by the Promoter
Company until all losses are being covered or all debts being cleared; should it
still be insufficient, I will solely be responsible for such indemnification to
“Galaxy”.
|
Signed:
|
|
Xxx
Man Pou
|
Appendix
4
(Letter
of Undertaking of Exclusive Service)
I am the
sole director and member of Xxxx Xxxx Gaming Promotion Company Limited, Gaming
Promoter license no. E127 (“Promoter Company”). In accordance with the gaming
promoter contract (“Promoter Contract”) signed between the Promoter Company and
Galaxy Casino S.A. (“Galaxy”), I undertake to strictly comply with the Article
10 of the ‘Promoter Contract”; unless with the written consent of “Galaxy”, I
will not directly or indirectly provide gaming promotion service to any third
party in Macau Special Administrative Region or other countries or region; and
also I will cause promoters of the company, all of its directors and employees
to comply with the same terms of relevant Article.
|
Signed:
|
|
Xxx
Man Pou
|
Credit
Permit Contract
Between:
|
1.
|
Galaxy
Casino S.A., registered office at Xx. Xx Xxxxx Xxxxxx Xx. 000, Xxxxx Law
Xxxxxxxx 00 Xxxxx, Xxxxx. (hereinafter called “Party
A”)
|
|
2.
|
Xxxx
Xxxx Gaming Promotion Company Limited, registered office at Alameda Xx.
Xxxxxx x’Xxxxxxxxx 181-187, Edificio Centro Comercial do Grupo
Brilhantismo, 12o
Andar T, Macau., Business Registration Number: 28476(SO). (hereinafter
called “Party B”)
|
In
accordance with subparagraph 2, of Article 3, Law No. 5/2004, the Casino gaming
promoter when bestowed a qualification can, through entering into a Contract
with a concessionary or sub-concessionary, be engaged in the gaming or betting
credit business.
Also
according to legislative regulation no. 6/2002, a gaming promoter engages in
gaming promotion business must apply for licence - a Gaming Promoter Contract
signed between the concessionary or sub-concessionary and the gaming promoter;
and is to be registered with the concessionary or
sub-concessionary.
And since
Party B had already had a Gaming Promoter Licence and signed a Gaming Promoter
Contract (hereinafter known as “Gaming Promoter Contract)” ) with Party A and
had it registered.
Party A
and Party B now enter into this Agreement and undertake to comply with the
following:
Article
1
Aim
|
(1)
|
Party
A agrees that Party B to be engaged in the gaming or betting credit
business.
|
|
(2)
|
The
gaming or betting credit business mentioned in the above sub-paragraph is
operated under the name of Party B and for its own
interest.
|
|
(3)
|
Party
B understands and agrees, under any circumstance, whether Party B depends
or relies on this Contract for the operation of the gaming or betting
credit business, all profit/loss and legal responsibility will be solely
received, undertaken and borne by Party B; and Party B must ensure itself
that it has the qualification to operate this business, and to comply with
all laws and legislations during the
operation.
|
Article
2
Credit
Business
The
gaming or betting credit business of the Aim of this Contract is governed by Law
no. 5/2004 and the guidelines set by Party A.
Article
3
Validity
The prime
criteria for the validity of this Contract is that the Gaming Promoter Licence
of Party B must be effective and continue to be effective, and in accordance
with the related regulations the Gaming Promoter Contract that the Licence
remains effective.
Article
4
Place
Party B
shall only provide gaming or betting credit service within the area designated
by Party A and for this purpose, this designated area is within the designated
gaming area or Exclusive VIP Room indicated in the Gaming Promoter
Contract
Article
5
Not
transferaility
Party B
shall not use the name of Party A for any gaming or betting credit activities,
the gaming or betting credit business and related activities or conduct of Party
B is merely Party B’s own deeds which has no relation whatsoever with Party A.
Party B shall not transfer its privilege or responsibility under this Contract
to any third party.
Article
6
Obligation
for Confidentiality
Unless
required by Macau laws, Party B shall keep this Contract and its contents
strictly confidential and shall not disclose any information of this Contract or
its contents without the consent of Party A.
Article
7
Compliance
with the Legislation of Macau Special Administrative Region
When
Party B (including its collaborators, employees etc.) conducts gaming or betting
credit business, whether in Macau or other jurisdictrions, must comply with the
related regulations of Macau Special Administrative Region and with all the
rules and guidelines stipulated or amended by Party A from time to time for its
gaming or betting credit business.
Article
8
Expiration
|
(1)
|
This
Contract expires on 31st
December, 2009 or when the Gaming Promoter Contract signed between Party A
and B is terminated, whichever happens
first.
|
|
(2)
|
This
Contract replaced the previous Contract of the related Parties and
commences on 1st
January, 2009.
|
Article
9
Termination
of Contract
Should
Party B or its collaborators or employees or shareholders or directors violate
any term in this Contract, it shall be considered as a serious violation. Party
A may unilaterally terminate this Contract. Simultaneously under the same
reason, Party A may also terminate the Gaming Promoter Contract signed with
Party B, any loss arisen thereof shall be borne by Party B.
Article
10
Notification
|
(1)
|
Unless
otherwise stated, all written notices, requests or other correspondences
issued and raised in connection to this Contract should be written in
Chinese and delivered to the following address, it is considered that the
other Party has received once the documents are
delivered.
|
|
Delivery
to Party A:
|
00/X.,
Xxxxxxx Xxxxx, 000-000, Xxxxxxx Xx. Xxxxxx X’xxxxxxxxx,
Macau.
|
|
Delivery
to Party B:
|
the
VIP Room of Party B in StarWorld
Casino
|
|
(2)
|
Party
A should inform Party B in writing of any change in the acceptance
address, otherwise the above address will be considered as the delivery
address.
|
Article
11
Applicable
Laws and Jurisdictions
|
(1)
|
This
Contract is governed by the Laws of Macau Special Administrative
Region.
|
|
(2)
|
Any
legal lawsuit arising from the interpretation or execution of this
Contract shall be submitted to the courts of the Macau Special
Administrative Region of the People’s Republic of China, both Parties
forfeit the right of jurisdiction in any other area or special
court.
|
In
Macau, Year
Month Day
|
Party
A:
|
(Sd.)
Xxx Xxxxxxx Xxx Xxxx
|
|
|
(Sd.)
Xxxxx Xxx Sing Xxxxxx
|
||
|
(Signed
on 4th
September, 2009)
|
[Signed]
|
|
|
Party
B:
|
(Sd.)
Xxx Man Pou
|
|
|
(Signed
on 4th
September, 2009)
|
[Signed]
|
