EXHIBIT 10.13
DATED AS OF 1 NOVEMBER 1997
(1) DURABLE ELECTRICAL METAL FACTORY LIMITED
(2) POMILLO LIMITED
------------------------------------------------
AGREEMENT FOR THE
SALE AND PURCHASE OF SHARES
OF
DURABLE ELECTRONICS INDUSTRIES LIMITED
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INDEX
CLAUSE PAGE
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1. INTERPRETATION ..................................................... 2
2. SALE OF SALE SHARES ................................................ 3
3. CONSIDERATION ...................................................... 3
4. COMPLETION ......................................................... 3
5. WARRANTIES AND UNDERTAKINGS BY THE VENDOR .......................... 5
6. OBLIGATIONS PRIOR TO COMPLETION .................................... 8
7. DURATION ........................................................... 9
8. NON-COMPETITION .................................................... 9
9. NON-DISCLOSURE ..................................................... 9
10. TRADENAMES ......................................................... 10
11. CONFIDENTIALITY .................................................... 10
12. MISCELLANEOUS ...................................................... 10
13. GOVERNING LAW AND JURISDICTION ..................................... 12
SCHEDULE THE COMPANY ................................................... 13
THIS AGREEMENT is made as of 1 November 1997.
BETWEEN:
(1) DURABLE ELECTRICAL METAL FACTORY LIMITED a company incorporated in Hong
Kong (company number: 35273), whose registered office is at 1st Floor,
Efficiency House, 35 Xxx Xxx Street, San Po Kong, Kowloon, Hong Kong
(the "VENDOR"); and
(2) POMILLO LIMITED a company incorporated in Hong Kong (company number:
595097), whose registered office is at 37th Floor, Xx Xxxxx Xxxxx, 000
Xxxxx'x Xxxx Xxxx, Xxxxxxx, Xxxx Xxxx (the "PURCHASER").
WHEREAS:
(A) Durable Electronics Industries Limited (the "Company") was incorporated
in Hong Kong on 11 December 1996 (under the name of "Durable
Electronics Factory Limited", which name was changed to the present
name on 19 December 1996 by the passing of a special resolution of the
shareholders of the Company), under the Companies Ordinance with
registered number 579568.
(B) The Company has an authorized share capital of HK$10,000 divided into
10,000 shares of HK$1 each, all of which have been issued and allotted
and are fully paid.
(C) The Vendor is the beneficial owner of all the issued shares of the
Company.
(D) The Company is engaged in the design, research, development and
manufacture of music centres and audio compact disc players in the
People's Republic of China (the "PRC").
(E) Further particulars of the Company are set out in Schedule.
(F) The Vendor is the beneficial owner of the Sale Shares (as defined
below) and has agreed to sell the Sale Shares to the Purchaser and/or
its nominee(s) for the consideration set out in Clause 3 on the terms
and conditions set out in this Agreement.
(G) Pursuant to a deed dated as of 1 October 1997 made between the Company
as the assignor and the Purchaser as the assignee (the "Industrial
Know-how Assignment"), the Purchaser has acquired all the right, title
and interest in the Industrial Know-how (as defined in the Industrial
Know-how Assignment) and all rights of action, powers and benefits
accruing or belonging to the Company in relation thereto.
(H) In satisfaction of the obligation of the Purchaser to pay the Company
the sum of US$1,977,613 as consideration for the assignment of the
Industrial Know-how, a loan agreement (the "DEI Loan Agreement") was
entered into on 1 October 1997 with the Company as lender, the
Purchaser as borrower and New M-Tech Corporation (being the beneficial
owner of the entire issued share capital of the Purchaser) as guarantor
in respect of a loan in the principal sum of US$1,977,613.
NOW IT IS HEREBY AGREED as follows:
1. INTERPRETATION
1.1 In this Agreement, the Schedule and the recitals hereto, unless the
context requires otherwise:
"APPROVALS" means and includes all approvals, sanctions, consents,
permissions, certificates, authorisations, filings and registrations
(whether issued by any national, provincial, municipal, local or
foreign investment approval bodies);
"BUSINESS DAY" means a day (other than Saturday) on which banks in
Hong Kong are open for business;
"COMPANIES ORDINANCE" means the Companies Ordinance (Chapter 32 of the
Laws of Hong Kong);
"COMPLETION" means the performance by the parties hereto of their
respective obligations in accordance with the provisions of Clause
4.1;
"COMPLETION DATE" means 3 March 1998 or such other date as may be
agreed by the parties in writing;
"CONSIDERATION" means the consideration for the sale of the Sale
Shares being HK$10,000;
"ENCUMBRANCE" means any option, right to acquire, mortgage, charge,
pledge, lien, counter-claim, adverse claim, assignment, hypothecation,
title retention, preferential right, trust arrangement or other form
of security or encumbrance or equity and including without limitation
any agreement or commitment to give or create any of the above;
"HK$" means Hong Kong dollars;
"HONG KONG" means the Hong Kong Special Administrative Region of the
People's Republic of China;
"SALE SHARES" means the 10,000 Shares held beneficially by the Vendor,
being the entire issued share capital of the Company;
"SHARE(S)" means share(s) of HK$1.00 each in the share capital of the
Company;
"US$" means United States Dollars, the lawful currency of the United
States of America; and
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"WARRANTIES" means the representations, warranties and undertakings
made or given by the Vendor as set out in Clause 5.
1.2 References to statutory provisions shall be construed as references to
those provisions as amended or re-enacted or as their application is
modified by other provisions (whether before or after 1 November 1997)
from time to time and shall include any provisions of which they are
re-enactments (whether with or without modification).
1.3 References herein to Clauses and the Schedule are to clauses of and
the Schedule to this Agreement unless the context requires otherwise
and the Schedule to this Agreement shall be deemed to form part of
this Agreement.
1.4 The headings are inserted for convenience only and shall not affect
the construction of this Agreement.
1.5 Unless the context requires otherwise, words importing the singular
include the plural and vice versa and words importing a gender include
every gender or the neuter include both genders and the neuter.
2. SALE OF SALE SHARES
Subject to the terms of this Agreement, the Vendor shall sell as
beneficial owner and the Purchaser shall purchase free from all
Encumbrances together with all rights attaching thereto from the
Completion Date (including all dividends and other distributions
declared, made or paid in respect of the Sale Shares on or after the
Completion Date) the Sale Shares and the Purchaser relying on the
Warranties shall purchase the Sale Shares with effect from Completion.
3. CONSIDERATION
The consideration for the sale of the Sale Shares is the sum of
HK$10,000.
4. COMPLETION
Completion shall take place on Completion Date at a place in Florida
of the United States of America as shall be mutually agreed (time
being of the essence) when all (but not part only) of the following
business shall be transacted:
(a) The Vendor will deliver or cause to be delivered to the
Purchaser:-
(i) instruments of transfer in respect of the Sale Shares duly
executed by the Vendor and its nominee, respectively, in
favour of the Purchaser and/or its nominee;
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(ii) sold notes in respect of the Sale Shares duly executed by
the Vendor in favour of the Purchaser;
(iii) the definitive share certificates in respect of the Sale
Shares;
(iv) the certificate of incorporation, business registration
certificate, all licences required for the operation of
the business of the Company which are issued in the name
of the Company, common seal, all statutory and minute and
other record books and share certificate books of the
Company together with all unused share certificate forms
and all accounting books and records of the Company;
(v) a list of all bank accounts maintained by the Company, a
copy of all existing mandates for the operation of those
bank accounts, together with copies of statements of those
accounts as at a date not earlier than the fifth Business
Day before Completion;
(vi) if so requested by the Purchaser, the written resignations
of all the directors of the Company and/or the Secretary
of the Company in the form satisfactory to the Purchaser
and containing statements by the persons resigning to the
effect that they have no outstanding claim for
compensation for loss of office or any other claim against
the Company from which they are resigning their
position(s);
(vii) any waivers, consents or other documents required to vest
in the Purchaser the full beneficial ownership of the Sale
Shares, and enable the Purchaser to procure the Sale
Shares to be registered in the name of the Purchaser and
its nominee;
(viii) certified true copies of all powers of attorney or other
authorities (if any) under which the instruments of
transfer and/or bought and sold notes in respect of the
Sale Shares and/or any other documents contemplated hereby
to be executed by the Vendor and/or its nominee have been
executed;
(ix) all consents or approvals or notices required under Hong
Kong law in relation to this Agreement as of the
Completion Date; and
(x) certified copies of the minutes of the meeting of the
board of directors of the Vendor approving and authorising
the execution of each of the documents contemplated to be
executed at Completion to which it is a party.
(b) The Vendor will procure that the following business is transacted
at a meeting of the directors of the Company:-
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(i) the directors of the Company will approve the entry in its
register of members of the Purchaser and its nominee as
the holders of the Sale Shares (subject to stamping) and
entries will be made in the register and definitive share
certificates issued at the direction of the Purchaser;
(ii) if required by the Purchaser, the acceptance of the
resignation of all existing directors and secretary of the
Company pursuant to Clause 4.1(a)(vi) and the appointment
of such persons nominated by the Purchaser as directors
and secretary of the Company; and
(iii) if required by the Purchaser, all existing mandates for
the operation of the bank accounts of the Company will be
revoked and new mandates issued giving authority to such
persons nominated by the Purchaser.
(c) The Purchaser shall deliver to the Vendor (or as it may direct) a
cashier's order (drawn on a licensed bank in Hong Kong or
otherwise in immediately available funds) in the sum of HK$10,000
(receipt of the same shall be a valid discharge of the
Purchaser's obligation under Clause 3).
5. WARRANTIES AND UNDERTAKINGS BY THE VENDOR
5.1 The Vendor hereby represents, warrants and undertakes to the Purchaser
as follows:-
(a) the Vendor is a limited liability company duly incorporated and
validly existing under the laws of Hong Kong;
(b) the memorandum and articles of association of the Vendor include
provisions which give it all necessary corporate power and
authority to enter into and perform this Agreement; and it has
taken all necessary corporate and other action to authorise the
execution, delivery and performance of this Agreement and the
performance of its obligations hereunder;
(c) the obligations expressed to be assumed by the Vendor herein
constitutes legal, valid and binding obligations of it;
(d) the execution, delivery and performance of this Agreement do not
and will not violate in any respect any provision of any
applicable law or its memorandum and articles of association. The
execution and delivery of this Agreement by the Vendor and the
performance by the Vendor of its obligations hereunder will not
violate any judgement, award or decree or any indenture,
agreement or other instrument to which the Vendor is a party, or
by which the Vendor or any of its properties or assets is bound
or affected, or conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default
under, any such indenture, agreement or other instrument, or
result in the creation or imposition of any lien, charge,
security interest or encumbrance of any nature whatsoever upon
any of its properties or assets, except to the extent that the
violation or
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breach would not have a material adverse effect on the Company's
business, properties, condition (financial or otherwise), results
of operations or prospects (a "Material Adverse Effect") or
materially impair Vendor's ability to consummate the transaction
contemplated hereby;
(e) the Vendor is the sole beneficial owner of the Sale Shares and
has the requisite power and authority to enter into and perform
this Agreement;
(f) there is no, and will not be as at Completion, any Encumbrance
on, over or affecting any of the Sale Shares;
(g) the Sale Shares are duly issued and fully paid up and rank pari
passu in all respects with all other issued Shares;
(h) the Company is not engaged whether as plaintiff, defendant or
otherwise in any litigation or arbitration, administrative or
criminal or other proceedings and no litigation or arbitration,
administrative or criminal or other proceedings against the
Company is pending, threatened or expected and there is no fact
or circumstance likely to give rise to any such litigation or
arbitration, administrative or criminal or other proceedings or
to any proceedings against any director, officer or employee
(past or present) of the Company in respect of any act or default
for which the Company might be vicariously liable;
(i) all information contained in this Agreement is so far as it
relates to the Company and the Vendor is true and accurate and
there are no facts known or which on reasonable enquiry should
have been known to the Vendor concerning the Company or its
assets, liabilities or prospects which have not been disclosed to
the Purchaser the omission of which is likely to make any
statement misleading or which in the circumstances of this
Agreement is material to the Purchaser for disclosure;
(j) the Company is a corporation duly organised, validly existing and
in good standing under the laws of Hong Kong and has the
corporate power to own, manage, lease and hold its properties and
to carry on its business as such business is presently conducted;
(k) the Company does not (i) have any subsidiaries; (ii) participate
in any partnership or joint venture; or (iii) own any outstanding
capital stock of any other corporation;
(l) the Company's authorised capital stock consists of 10,000 shares
of common stock, par value HK$1.00 per share. The Company has
issued and outstanding all 10,000 shares of common stock. All of
the outstanding shares of the Company's capital stock are duly
authorised, validly issued, fully paid and non-assessable and
were not issued in violation of (i) any pre-emptive or other
rights of any person to acquire securities of the Company, or
(ii) any applicable securities laws. There are no outstanding
subscriptions, options, convertible securities, rights
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(pre-emptive or other), warrants, calls or agreements relating to
any shares of capital stock of the Company;
(m) neither the execution and delivery of this Agreement nor the
carrying out of any of the transactions contemplated hereby will:
(i) violate or conflict with any of the terms, conditions or
provisions of the memorandum and articles of association
of the Company;
(ii) violate any legal requirements applicable to the Company,
the violation of which would have a Material Adverse
Effect on the Company;
(iii) violate, conflict with, result in a breach of, constitute
a default under (whether with or without notice or the
lapse of time or both), or accelerate or permit the
acceleration of the performance required by, or give any
other party the right to terminate, any contract or permit
applicable to the Company, the violation of which would
have a Material Adverse Effect.
(iv) result in the creation of any material lien, charge or
other encumbrance on the shares of capital stock or any
properties of the Company; or
(v) require the Company to obtain or make any waiver, consent,
action, approval or authorisation of, or registration,
declaration, notice or filing with, any governmental
authority;
(n) the Company's audited financial statements for the fiscal year
ended 30 November 1997 shall present fairly the financial
condition, assets, and result of operations of the Company for
the dates or periods indicated thereon;
(o) the Company does not have any material liabilities or obligations
(whether accrued, absolute or contingent and whether or not of a
nature required to be reflected or reserved against in a balance
sheet in accordance with GAAP), other than (i) liabilities
reflected on the Company's 30 November 1997 balance sheet, (ii)
executory contract obligations, and (iii) liabilities incurred by
the Company since inception in the ordinary course of business,
none of which are individually or in the aggregate material to
the Company;
(p) since 30 November 1997 until Completion, the Company has not
engaged in or committed to any one or more material activities or
transactions outside the ordinary course of its business, other
than such activities or transactions which were directed by New
M-Tech Corporation or any of its subsidiaries ("NewTech Group")
or which were approved by the NewTech Group;
(q) the Company is and has been in compliance in all respects with
any and all legal requirements applicable to the Company, other
than failures to so comply that would not have a Material Adverse
Effect. The Company has not received or entered into any
citations, complaints, consent orders, compliance schedules, or
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other similar enforcement orders or received any written notice
from any governmental authority or any other written notice that
would indicate that there is not currently compliance with all
such legal requirements; and
(r) the Company is not in default under, and no condition exists
(whether covered by insurance or not) that with or without notice
or lapse of time or both would constitute a default under, or
breach or violation of, any legal requirement, permit or contract
applicable to the Company), or accelerate or permit the
acceleration of the performance required under, or give any other
party the right to terminate, any contract applicable to the
Company, other than defaults, breaches, violations or
accelerations that would not have a Material Adverse Effect.
5.2 Each of the Warranties shall be construed as a separate Warranty and
(save as expressly provided to the contrary) shall not be limited or
restricted by reference to or inference from the time of any other
Warranty or any other terms of this Agreement.
5.3 The Vendor represents and warrants to the Purchaser that all
Warranties were and will be true and accurate in all respects as of 1
November 1997 and as at Completion. Warranties set out herein shall be
deemed to be repeated by the Vendor immediately before Completion and
to relate to the facts then existing except otherwise declared in
writing by the Vendor, as the case may be, on or before Completion and
agreed by the Purchaser.
6. OBLIGATIONS PRIOR TO COMPLETION
From the date of this Agreement through Completion:
6.1 The Vendor shall keep the Purchaser advised as to all material
operations and proposed material operations relating to the Company.
In addition, the Vendor and the Company severally agree to (a)
respectively use all reasonable efforts to cause the Company to, (and
the Company shall), conduct its business in the ordinary course, (b)
use all reasonable efforts to keep available the services of present
key employees, (c) use all reasonable efforts to preserve the present
relationships of the Company with persons having significant business
relations therewith, (d) pay or cause to be paid all costs and
expenses (including but not limited to insurance premiums) incurred in
a timely manner, (e) use all reasonable efforts to keep all material
contracts in full force and effect, (f) use all its reasonable efforts
to comply with all of the covenants contained in all such material
contracts, (g) use all its reasonable efforts to comply in all
material respects with all applicable legal requirements, and (h) use
all its reasonable efforts to declare and pay dividends consistent
with past practices.
6.2 The Vendor shall promptly inform the Purchaser in writing of any
change in facts and circumstances that could render any of the
representations and warranties made herein inaccurate or misleading in
any material respect.
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7. DURATION
All representations and warranties of the parties contained in this
Agreement shall expire, terminate and be of no force and effect (or
provide the basis for any claim) unless written notice of any claim
resulting from any breach of a representation or warranty is received
prior to the first anniversary of the Completion Date.
8. NON-COMPETITION
8.1 For a period commencing on the Completion Date and terminating on 30
September 2003 (the "Restriction Period"), the Vendor shall not,
directly or indirectly, engage in or have any interest in any sole
proprietorship, partnership, corporation or business that is engaged
in the manufacture of audio products, including but not limited to
music centres and audio compact disk players and the integrated
circuits, compact disk mechanisms, and moulds for music centre
products related thereto, anywhere in the world; provided, however,
that this non-compete provision shall not prohibit the Vendor from
owning up to five percent (5%) of the capital stock or partnership
interest of a company or partnership engaged in the manufacture of
audio products, and, provided further, that this non-compete provision
shall not prohibit the Vendor from engaging in the marketing,
distribution and sales of audio products. In addition, the Vendor
acknowledges that it has no right, title or interest in the Industrial
Know-how (as defined in the Industrial Know-how Assignment) previously
assigned and sold by the Company to the Purchaser pursuant to the
Industrial Know-how Assignment.
8.2 While the restriction contained in Clause 8.1 is considered by the
parties to be reasonable in all the circumstances, it is recognised
that restrictions of the nature in question may fail for technical
reasons unforeseen and accordingly it is hereby agreed and declared
that if such restriction shall be adjudged to be void or voidable as
going beyond what is reasonable in all the circumstances for the
protection of the interests of the Purchaser but would be valid if
part of the wording thereof were deleted or the periods thereof
reduced or the range of activities or area dealt with thereby reduced
in scope, the said restriction shall apply with such modifications as
may be necessary to make it valid and effective.
9. NON-DISCLOSURE
9.1 Prior to, during and after the Restriction Period, the Vendor shall
not disclose, divulge, furnish or make accessible to anyone (other
than the Purchaser or the Company or any of their affiliates or
representatives) any Confidential Information in the conduct of any
business that is competitive with the business of the Company;
provided, however, that nothing in this section will prohibit the
disclosure of any Confidential Information which is required to be
disclosed by the Vendor or its representatives in connection with any
court action or any proceeding before any governmental authority. For
purposes hereof, the term "Confidential Information" means information
of any kind concerning the Company, its business, financial condition,
results of operations, prospects, customers, marketing and other
business strategies, sources of leads, methods of obtaining new
business, expansion plans, employees and/or dealings with government
authorities; provided, however, that Confidential Information shall
not include information that is or
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becomes generally available to the public other than as a result of a
disclosure by the Vendor or its affiliates or any of their employees,
agents, accountants, legal counsel or other representatives or
advisers.
10. TRADENAMES
The Company acknowledges that the Vendor and its parent and affiliates
retain all rights to use of the name "Durable". However, provided that
so long as Xxxx Xxxxxx'x ownership percentage of the issued share
capital of New M-Tech Corporation is equal to or greater than that of
Windmere-Durable Holdings, Inc., the Company is granted the right to
use the name "Durable" in combination with the words "Durable
Electronic Industries", free of charge. In the event that the said
ownership percentage of Xxxx Xxxxxx is less than that of
Windmere-Durable Holdings, Inc., except in the circumstances where:
(a) immediately after New M-Tech Corporation makes any initial public
offering for the sale of stock to the public, Xxxx Xxxxxx'x
ownership percentage of the issued share capital of New M-Tech
Corporation is equal to or greater than that of Windmere-Durable
Holdings, Inc.; or
(b) Windmere-Durable Holdings, Inc. is offered the opportunity to
sell a specified number of shares in New M-Tech Corporation but
does not do so within 14 days of such offer, and Xxxx Xxxxxx
sells a corresponding number of shares in New M-Tech Corporation
thus resulting in him becoming the beneficial owner of a smaller
percentage of the issued share capital of New M-Tech Corporation
than that held by Windmere-Durable Holdings, Inc.,
the Vendor and/or its parent and affiliates may require the Company to
pay a reasonable royalty for the continuing use of the name, or the
Company must terminate use of such name if it does not agree to such
royalty.
11. CONFIDENTIALITY
The terms contained in this Agreement shall be and remain confidential
save for disclosure to professional advisers or as required by law,
any regulatory body or court of competent jurisdiction.
12. MISCELLANEOUS
12.1 Each party shall pay its own costs and disbursements of and incidental
to this Agreement.
12.2 Each notice, demand or other communication given or made under this
Agreement shall be in writing and delivered or sent to the relevant
party at its address or fax number set
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out below (or such other address or fax number as the addressee has by
five days' prior written notice specified to the other party):
To the Vendor:
Address: 1st Floor, Efficiency Xxxxx
00 Xxx Xxx Xxxxxx
Xxx Xx Xxxx
Xxxxxxx
Xxxx Xxxx
Fax Number: (000) 0000 0000
Attention: Xxxxxxx So
CC: Xxxxxx X. Xxxxx
To the Purchaser:
Address: 37th Floor, Xx Xxxxx Xxxxx
000 Xxxxx'x Xxxx Xxxx
Xxxxxxx
Xxxx Xxxx
Fax Number: (000) 0000 0000
Attention: Xxxx Xxxxxx
CC: Xxx Xxxxxx
Any notice, demand or other communication so addressed to the relevant
party shall be deemed to have been delivered (a) if given or made by
letter, when actually delivered to the relevant address; and (b) if
given or made by fax, when despatched.
12.3 If at any time any provision of this Agreement is or becomes illegal,
invalid or unenforceable in any respect, the legality, validity and
enforceability of the remaining provisions of this Agreement shall not
be affected or impaired thereby.
12.4 This Agreement shall not be assignable except with the prior consent
in writing of the other parties hereto.
12.5 Each of the parties hereto shall do and execute or procure to be done
and executed all such further acts, deeds, things and documents as may
be necessary or desirable to give effect to the terms of this
Agreement.
12.6 This Agreement may be executed in any number of counterparts, each of
which when so executed and delivered shall be an original, but all of
which shall together constitute one and the same instrument.
12.7 No failure to exercise and no delay in exercising on the part of
either of the parties of any right, power or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise
of any right, power or privilege. The rights and remedies herein
provided are cumulative and not exclusive of any rights or remedies
provided by law.
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12.8 Time shall be of the essence as regards any date or period mentioned
in this Agreement and any date or period substituted for the same by
agreement of the parties hereto or otherwise.
13. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in all respects in
accordance with English law and the parties hereto hereby irrevocably
submit to the non-exclusive jurisdiction of the courts of England but
this Agreement may be enforced in any court of competent jurisdiction.
IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as of
1 November 1997.
SIGNED by )
) /S/ ILLEGIBLE
for and on behalf of )
DURABLE ELECTRICAL METAL ) /S/ ILLEGIBLE
FACTORY LIMITED )
in the presence of: )
SIGNED by )
)
for and on behalf of ) /S/ ILLEGIBLE
POMILLO LIMITED )
in the presence of: )
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SCHEDULE
THE COMPANY
Name of the Company : Durable Electronics Industries Limited
Place of Incorporation : Hong Kong
Authorised share capital : HK$10,000
Issued share capital : HK$10,000
Registered Office : 0xx Xxxxx, Xxxxxxxxxx Xxxxx
00 Xxx Xxx Xxxxxx
San Po Kong
Kowloon
Hong Kong
Registered shareholders : (i) the Vendor - 9999 Shares
(ii)Durable Electric Limited - 1 Share
(as nominee for the Vendor)
Directors : The Vendor
Xxxxx Xxxx Xxxxx
Xxx Xxx
So Xxxx Xxxxx
Xxxxxx Xxxxxx
Xxxxx Xxxxx Xxxxxxxx
Xxxx Xxxxxx
Secretary : BCS Limited
Principal activities : Design, research, development and manufacture
of music centres and audio compact disc
players in the PRC
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