exv4w8w1



 





EXHIBIT 4.8.1



T H I S A
G R E E M E N T is made the 9th day of March     
2006.




BETWEEN



(1) NAM
TAI GROUP MANAGEMENT LIMITED
()(registered under the Business
Registration Ordinance with business registration number of 31660819) which registered office is
situate at Suites 1506-8, 15th Floor, One Exchange Square, 8 Connaught Place, Central, Hong Kong
(“the Vendor”) and



(2) TOP
EASE (H.K.) LIMITED () (registered under the Business Registration
Ordinance with business registration number of 34556407) which registered office is situate
17th Floor, Guangdong Investment Tower, No.148 Connaught Road Central, Hong Kong (“the
Purchaser”).





	1.	 	The Vendor sells and the Purchaser purchases:-






	 	(a)	 	the land described in the First Schedule hereto (“the Property”) for the
residue of the term of years with the right of renewal (if any) created by or (as the
case may be) for the entitlement to a government lease under the Government Lease
referred to in the First Schedule hereto (“the Government Lease”) absolutely Subject
to the payment of the due proportion of the Government rent and the performance and
observance of the provisions/Government Lessee’s covenants and conditions payable and
to be performed and observed in respect of the same; and
	 
	 	(b)	 	the fixtures and the furniture in the Property described in the First
Schedule hereto (if any) (“the Fixtures and the Furniture”).






	2.	 	(a) 
  The purchase price for the Property and the Fixtures and the Furniture is the sums set
out in Part I of the Second Schedule hereto (“the Purchase Price”) which shall be paid and
satisfied by the Purchaser in manner set out in Part II of the Second Schedule hereto.







	 	(b)	 	(i)
    In respect of each payment of the Purchase Price or any part thereof
required to be made hereunder, the party making such payment (“the Payer”) shall
deliver to the party to whom such payment is to be made (“the Payee”) on the date on
which such payment is required to be made hereunder a cashier’s order issued by a
licensed bank in Hong Kong or a solicitors’ cheque drawn on a licensed bank in Hong
Kong in favour of the Payee for the relevant amount.







	 	(ii)	 	Where the Purchase Price or any part thereof is required to
be applied by the Payee to discharge an existing mortgage, charge or
incumbrance, or to pay any person(s) who will be a party to the assignment on
completion of the sale and purchase herein, the Payee or the Payee’s
solicitors shall be entitled, by giving the Payer or Payer’s solicitors prior
notice in writing, to require the Payer to split such payment and deliver to
the Payee’s solicitors one or more cashier’s order(s) or solicitors’ cheque(s)
issued in favour of the person(s) or party(ies) entitled to such payment(s)
and a separate




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	 	 	 	cashier’s order or solicitors’ cheque in favour of the Payee for the
balance. The provisions of sub-clause (i) above shall apply to such
cashier’s orders or solicitors’ cheques.
	 
	 	(iii)	 	A Payer shall not be deemed to have discharged the
obligation to make payment hereunder unless in making such payment, the Payer
also complies with the provisions of this Clause.




3. Completion shall take place at the offices of the Vendor’s Solicitors at 60l, Prince’s Building,
Chater Road, Central, Hong Kong, on or before the date set out in Part III of the Second Schedule
hereto.



4. Vacant possession of the Property and possession of the Fixtures and the Furniture shall be
given to the Purchaser on the date of completion.



5. Time shall in every respect be of the essence of this Agreement.



6. The Vendor shall assign the Property as beneficial owner.



7. The Property is sold subject to and with the benefit of the matters described in the Third
Schedule hereto.



8. The Purchaser hereby declares and confirms that the Purchaser has inspected the Property and he
is purchasing the Property in its present physical state and condition. The Property is and will be
sold on an “as is” basis and in the physical state and condition as it stands. No warranties or
representations of any kind are made or given by the Vendor or anybody on his behalf on any of the
following matters, namely:-





	 	(a)	 	the physical state and condition, quality or fitness of the fittings and
finishes or the installations incorporated in the Property or in the building of which
the Property forms part (“the Building”);
	 
	 	(b)	 	the physical state and condition of the Property or the Building;
	 
	 	(c)	 	
the area of the Property;
	 
	 	(d)	 	the composition of the Property or the Building or the nature or manner of
their construction;
	 
	 	(e)	 	the fitness of the Property for development or the redevelopment potential of
the Property; and
	 
	 	(f)	 	the construction of the Property in accordance with plans approved by the
Building Authority or otherwise.




9. The parties hereto hereby declare that they fully understand and acknowledge that no date other
than the date of the agreement for sale referred to in Clause 1 in the Fifth Schedule hereto (which
date will be completed in the I.R.S.D. Forms for stamping purpose of this Agreement and/or the
Assignment made pursuant to this Agreement, as the case may be) may be claimed as the relevant date
for valuation of the Property once this Agreement and/or the Assignment made pursuant to this
Agreement has/have been submitted for stamping.





	10.	 	(a)    Each party shall pay his own Solicitors’ costs of and incidental to the preparation,
approval and completion of this Agreement and the Assignment





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	 	 	 	made pursuant to this Agreement Provided however that if the Purchaser shall
sub-sell the Property or any part or parts thereof to any sub-purchaser(s) at a
price or for a total price higher than the Purchase Price mentioned herein then the
excess of the cost (at half scale charge and by reference to the consideration in
the sub-sale contract(s)) charged by the Vendor’s solicitors shall be paid by the
Purchaser and Provided Further that if the Purchaser shall require the Vendor to
execute more than one assignment in respect of the Property on completion, then the
additional costs (at half scale charge) (if any) charged by the Vendor’s Solicitors
for approving such assignment or assignments shall be borne by the Purchaser.
	 
	 	(b)	 	All land registration fees and stamp duty payable in connection with this
sale and purchase (including but not limited to the land registration fees and stamp
duty payable on the agreement for sale (if any) referred to in Clause 1 in the Fifth
Schedule hereto and this Agreement and its counter-part and the Assignment made
pursuant to this Agreement) shall be borne by the Purchaser who shall indemnify and
keep the Vendor indemnified against any loss or damage suffered by the Vendor
resulting from any delay or default in payment of the said stamp duty.





11. There are incorporated into this Agreement as if they were herein written the conditions
respectively on the part of the Vendor and the Purchaser set out in Part A of the Second Schedule
to the Conveyancing and Property Ordinance, Cap.219 of the Laws of Hong Kong (a copy of which is
annexed hereto for reference) unless they are inconsistent with the provisions herein in which
event the provisions herein shall prevail save for Conditions 2, 7(1), 7(2), 8, 9, 10 and 11
thereof which shall be omitted in any event.





	12.	 	(a)    The Vendor shall give good title to the Property. The Vendor shall prove his title to
the Property in accordance with Section 13 of the Conveyancing and Property Ordinance, Cap.
219 at his own expense and shall at the like expenses make and furnish to the Purchaser or his
solicitors such certified copies of any deeds or documents of title wills and matters of
public record as may be necessary to prove such title. The costs of verifying the title by
inspection and examination, including search fees, shall be borne by the Purchaser who shall
also, if the Purchaser requires certified copies of any documents in the Vendor’s possession
relating to other premises retained by the Vendor as well as to the Property pay the costs of
such certified copies.








	 	(b)	 	Such of the title deeds and documents as relate exclusively to the Property
will be delivered to the Purchaser. All other title deeds and documents in the
possession of the Vendor will be retained by the Vendor and the Vendor will, if
required on completion, give to the Purchaser a covenant for safe custody thereof and
for production and delivery of certified copies thereof, such covenant to be prepared
by and at the expenses of the Purchaser.
	 
	 	(c)	 	Any requisition or objection in respect of the title shall be delivered in
writing to the Vendor’s solicitors not later than seven (7) business days after the
date of receipt of the title deeds in respect of the Property by the Purchaser’s
Solicitors and any further requisition or objection arising upon any reply to a former
requisition shall be delivered in writing to the Vendor’s solicitors not later than
seven (7) business days after the date of receipt of




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	 	 	 	such reply by the Purchaser’s solicitors, otherwise the same shall be deemed
waived.
	 
	 	(d)	 	If the Purchaser shall make and insist on any objection or requisition in
respect of the title, conveyance or any matter appearing on the title deeds or
particulars or conditions or otherwise of the Property which the Vendor shall be
unable or (on the grounds of difficulty, delay or expense or on any other reasonable
ground) unwilling to remove or comply with or if the title of the Vendor shall be
defective, the Vendor shall notwithstanding any previous negotiation or litigation be
at liberty on giving to the Purchaser or his solicitors not less than three (3)
business days’ notice in writing to annul the sale in which case, unless the objection
or requisition shall have been in the meantime withdrawn by the Purchaser or the same
shall have been removed or complied with by the Vendor, the sale shall at the
expiration of the notice be annulled the Purchaser being in that event entitled to a
return of all the said deposit or deposits but without interest, costs or compensation
and the parties hereto shall at their own respective costs enter into and cause to be
registered at the Land Registry an Agreement for Cancellation.




13. Completion of the sale and purchase shall take place at the offices of the Vendor’s solicitors
at 601, Prince’s Building, Chater Road, Central, Hong Kong or as they may direct at or before 5:00
p.m. (if it shall take place on a day between Monday and Friday) and at or before 12:30 p.m. (if it
shall take place on a Saturday) on the date set out in Part III of the Second Schedule hereto at
the latest.



14. The Vendor declares that he has not received any notice or order under the Lands Resumption
Ordinance (Cap.124) or the Mass Transit Railway (Land Resumption and Related Provisions) Ordinance
(Cap.276) or any form of notice or order of a similar nature under any other Ordinances relating to
the resumption of the Property and that he has no actual knowledge whatsoever whether the Property
is included in or affected by any lay-out plans (draft or approved) under the Town Planning
Ordinance (Cap.131). The Purchaser shall be solely responsible for making his own inquiries and
investigation regarding any provisions or redevelopment restrictions affecting the Property. The
Vendor agrees to notify the Purchaser forthwith in writing upon receipt of the aforesaid notice or
order.



15. The Purchaser shall on completion and upon production of the relevant original receipt(s) or
other evidence of payment or confirmation given by the Owners’ Committee or manager for the time
being of the Building pay to the Vendor the management fee deposit, public water deposit, public
utility deposit, public electricity deposit, the sinking fund or funds of a like nature paid or
contributed by the Vendor in respect of the Property and all such other deposits (save and except
private water meter deposit, private electricity meter deposit and private gas meter deposit in
respect of the Property) which the Vendor has paid in respect of the Property and are subsisting
and transferable and held at the time of completion in respect of the Property under the Deed of
Mutual Covenant of the Building by the owners’ committee or manager for the time being of the
Building or by such other person or persons or corporation entitled to hold the same under the said
Deed of Mutual Covenant.




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16. The Purchaser has been advised that it would be difficult for the Vendor to transfer the
insurance policy (if any) on the Property or the benefit thereof to the Purchaser and hence no such
transfer will be made. Immediately after the signing of this Agreement, the Property shall as
between the Vendor and the Purchaser be at the Purchaser’s risk.



17. The Vendor and the Purchaser agree and authorise their respective solicitors to complete the
transaction on the basis of cross undertakings in the form from time to time recommended by the Law
Society of Hong Kong with such variations thereto as they may agree unless either party shall serve
on the other party or the other party’s solicitors not less than seven (7) business days (as
hereinafter defined) before completion a notice in writing requesting formal completion in which
case formal completion shall take place and the full balance of the purchase price shall be paid by
way of cashier’s order.



18. The Vendor hereby warrants that no order or decision in any manner or form has been or is
deemed to have been made by the Lands Tribunal or the District Court or any Court of Record in Hong
Kong during the period of two years immediately preceding the date hereof under or pursuant to
Section 53(2)(b) or (c) or Section 119E(1)(b) or (c) of the Landlord and Tenant (Consolidation)
Ordinance (Cap.7) for possession of the Property or any part thereof.



19. Notwithstanding anything to the contrary, it is hereby expressly agreed and declared by the
parties hereto that if the Purchaser shall request from the Vendor any certified copies of title
deeds or documents not relating exclusively to the Property which the Vendor has an obligation
hereunder to provide to the Purchaser, the Purchaser shall, notwithstanding the fact that any of
such certified copies shall not have been provided to the Purchaser prior to completion, complete
the purchase of the Property in accordance with the terms herein contained Provided that the Vendor
or the Vendor’s solicitors shall be required to furnish to the Purchaser a photocopy of such
document and give an undertaking to the Purchaser or the Purchaser’s solicitors to provide such
certified copies to the Purchaser’s solicitors as soon as possible after completion but in any
event within 45 days from the date of completion.



20. The Vendor and the Purchaser hereby agree that the terms and conditions, if any, set out in the
Fourth Schedule hereto shall apply to this Agreement and shall be deemed to be incorporated herein.



21. Without prejudice to the warranties made or given in this Agreement, no warranties or
representations express or implied of any kind other than those set out herein (if any) are or have
been made or given by the Vendor or by anybody on his behalf and if any such warranties or
representations express or implied has been made, the same is withdrawn or deemed to have been
withdrawn immediately before the signing of this Agreement.



22. Each party hereto hereby warrants and represents to and undertakes with the other that the
name, address and the number of identification document/Business Registration number (as the case
may be) of such party as specified on page 1 of this Agreement and the information specified in the
in the Fifth Schedule to this Agreement are in all respects accurate to the best knowledge of such
party and such party undertakes to fully indemnify the other against all losses damages costs
claims demands actions and proceedings incurred


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or suffered by or made or taken against the other party as a result of any breach of the aforesaid
warranty representation and/or undertaking. It is hereby agreed that this Clause shall survive
notwithstanding completion.





	23.	 	(a)   If the Purchaser shall fail (other than due to the default of the Vendor) to complete the
purchase in accordance with the terms and conditions of this Agreement:-







	 	(i)	 	all sums paid by the Purchaser up to 10% of the Purchase
Price by way of deposit shall be forfeited to the Vendor; and
	 
	 	(ii)	 	the Vendor may determine this Agreement without the need to
tender an assignment to the Purchaser.






	 	(b)	 	Upon determination of this Agreement pursuant to Sub-clause (a) of this
Clause, the Vendor may resell the Property either by public auction or private
contract or in such other manner as the Vendor may in his discretion deem fit and
subject to such stipulations as the Vendor may think fit and any increase in price on
a resale shall belong to the Vendor. On a resale, any deficiency in price (after
taking into the amount forfeited) shall be made good and all reasonable expenses
attending such resale or attempted resale shall be borne by the Purchaser and such
deficiency and expenses shall be recoverable by the Vendor.
	 
	 	(c)	 	On the exercise of the Vendor’s right to determine this Agreement pursuant to
Sub-clause (a) of this Clause the Vendor shall have the right, if this Agreement shall
have been registered at the Land Registry, to register at the Land Registry an
instrument signed by the Vendor alone evidencing determination of the sale of the
Property as aforesaid.
	 
	 	(d)	 	This Clause shall not preclude or be deemed to preclude the Vendor from
taking other steps or remedies to enforce the Vendor’s rights under this Agreement or
otherwise.




24. In the event of the Vendor (other than due to the default of the Purchaser or force majeure)
failing to complete the sale of the Property in accordance with the terms hereof, all deposit
moneys paid by the Purchaser to the Vendor pursuant to the provisions of this Agreement shall be
forthwith returned to the Purchaser who shall also be entitled to recover from the Vendor damages
(if any) which the Purchaser may sustain by reason of such failure on the part of the Vendor and it
shall not be necessary for the Purchaser to tender an Assignment to the Vendor for execution.



25. Where two or more persons are comprised in the expressions “the Vendor” and/or “the Purchaser”
the agreements herein contained shall be deemed to be made by such persons jointly and severally.



26. In this Agreement, unless the contrary intention appears:-





	 	(a)	 	the expressions specified below shall have the following meanings attributed
to them:-






	 	(i)	 	“business day” — a day on which licensed banks in Hong Kong
are open for normal banking business;
	 
	 	(ii)	 	“business hours” — 9:00 a.m. to 5:00 p.m. on a week day other
than Saturday and 9:00 a.m. to 1:00 p.m. on Saturday.




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	 	(iii)	 	“Hong Kong” — the Hong Kong Special Administrative Region of
the People’s Republic of China.






	 	(b)	 	If any of the date or dates stipulated herein for payment or for completion
shall fall on a day which is not a business day or shall fall on a day when typhoon
signal No.8 or above or black rainstorm signal is hoisted in Hong Kong at any time
during business hours, such date or dates for payment or completion (as the case may
be) shall automatically be postponed to the next business day.




27. Upon completion, the Vendor shall provide the Purchaser with the blueprints or proper drawings
(if any) in his possession in respect of the installation and set-up of all the Electrical and
Mechanical system, security system, Air-conditioning, lightings, Data or Networking Cable System
existing in the Property by leaving behind the same in the Property. No warranty or representation
whatsoever is given by the Vendor on the presence or accuracy or completeness of any such
blueprints and/or drawings. The Vendor shall at the request of the Purchaser provide reasonable
access to the Purchaser for inspection of the said blueprints and/or drawings.



28. The Vendor hereby expressly agrees that the Purchaser shall be entitled to carry out, at
reasonable time after prior appointment, three more property inspections prior to completion.





	29.	 	(a)   The Vendor hereby declares and confirms that he is the sole legal and beneficial owner of
the Property and that no third party (whether related or otherwise) has any right or interest
whatsoever, whether legal or equitable, in the Property. The Vendor hereby further declares
and confirms that the Vendor has the absolute right and interest in the Property and the
Property was purchased with the Vendor’s own monies.







	 	   (b)	 	If there shall be any third party claim to the proprietary interest in the
Property, whether legal or equitable, on or before the date for completion, the Vendor
shall serve written notice to the Purchaser to annul the sale of the Property
hereunder whereupon the Vendor shall forthwith return to the Purchaser the deposit
monies paid hereunder by the Purchaser and without prejudice to the Purchaser’s right
to claim against the Vendor for all losses and damages sustained by the Purchaser by
reason of the Vendor’s failure and/or inability to complete the sale in accordance
with the terms hereof and it shall not be necessary for the Purchaser to tender an
Assignment to the Vendor for execution.




30. The Vendor covenants with the Purchaser that after the signing of this Agreement the Vendor
will not assign, mortgage, charge, let, or underlet or lease the Property or any part or interest
thereof or therein, or cause any encumbrance over the Property or any part or interest thereof or
therein.



31. Nothing in this Agreement shall be so construed as to prevent either the Vendor or the
Purchaser from bringing an action and obtaining a decree for specific performance of this Agreement
either in lieu of the aforesaid damages or in addition to such damages as the


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party bringing such action may have sustained by reason of the breach by the other party to this
Agreement and it shall not be necessary for the Purchaser to tender an Assignment to the Vendor for
execution before bringing such action for specific performance.




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FIRST SCHEDULE





	1.	 	The Property -






	 	(a)	 	Lot number, sections, undivided shares, description and address etc.:
	 
	 	 	 	ALL THOSE 366 equal undivided 33,888th parts or shares of and in ALL THAT piece
or parcel of ground registered in the Land Registry as INLAND LOT NO.8517 (“the
Lot”) And of and in the messuages erections and buildings thereon known as SHUN
TAK CENTRE, NOS.168-200 CONNAUGHT ROAD CENTRAL, HONG KONG (“the Buildings”)
TOGETHER with the sole and exclusive right and privilege to hold use occupy and
enjoy FIRST ALL THAT the FIFTEENTH FLOOR of CHINA MERCHANTS TOWER, SHUN TAK
CENTRE () (formerly known as EAST TOWER, SHUN TAK CENTRE
()), NOS.168-200 CONNAUGHT ROAD CENTRAL, HONG KONG which said Floor is
for the purpose of identification only shown on the 15th Floor Plan annexed to an
Assignment registered in the Land Registry by Memorial No.UB8384727 (“the 1st
Assignment”) and thereon coloured Pink and SECONDLY ALL THAT CAR PARKING SPACE
NO.96 on the SIXTH FLOOR of the Buildings which said Car Parking Space is shown
on the Car Park Floor Plan annexed to an Assignment registered in the Land Registry
by Memorial No.UB3250935 (“the 2nd Assignment”) and thereon coloured Pink.
	 
	 	(b)	 	Exceptions and reservations, etc.:
	 
	 	 	 	Except and reserved as in the Government Lease hereinafter described and the 1st
Assignment and the 2nd Assignment are respectively excepted and reserved.
	 
	 	(c)	 	Easements and other appurtenant rights, if any:
	 
	 	 	 	Subject to all subsisting rights rights of way as are described in the 1st
Assignment and 2nd Assignment.






	2.	 	The Government Lease -
	 
	 	 	A Government Lease in respect of the Lot is deemed to have been issued under and by virtue
of Section 14 of the Conveyancing and Property Ordinance Chapter 219 of the Laws of Hong
Kong upon compliance with the conditions precedent contained in certain Agreement and
Conditions of Grant deposited and registered in the Land Registry as Conditions of Grant
No.11612 (as varied or modified by a Modification Letter registered in the Land Registry by
Memorial No.UB2945695), such compliance being evidenced by two Letters of Compliance dated
27th June 1986 and 9th December 1996 and registered in the Land
Registry by Memorial Nos.UB3084129 and UB6935042 respectively. Particulars of the said
Conditions of Grant No.11612 are as follows:-






	 	(a)	 	Date:
	 
	 	 	 	The 26th day of May 1982.




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	 	(b)	 	Parties:
	 
	 	 	 	Shun Tak Centre Limited of the one part and the Governor of Hong Kong of the other
part.
	 
	 	(c)	 	Term:
	 
	 	 	 	75 years from the 31st day of December 1980 with a right of renewal for a further
term of 75 years.
	 
	 	(d)	 	Lot No:
	 
	 	 	 	Inland Lot No.8517.






	3.	 	The Fixtures and the Furniture -
	 
	 	 	All the fittings, fixtures, partitions, furniture, appliances, equipment and installation
in the office of the Property and being existing at the time of inspection prior to the
signing of the Provisional Agreement for Sale and Purchase, other than personal goods and
chattels (if any).





SECOND SCHEDULE




Part I (Purchase Price)



Purchase Price for the Property and the Fixtures and the Furniture:



HONG KONG DOLLARS ONE HUNDRED AND SIXTY MILLION ONLY (HK$160,000,000.00).




Part II (Manner of Payment)





	(a)	 	HK$3,000,000.00 as an initial deposit has been paid by the Purchaser to the Vendor before
signing of this Agreement.
	 
	(b)	 	HK$13,000,000.00 to the Vendor as a further deposit to be paid on or before signing of this
Agreement.
	 
	(c)	 	HK$144,000,000.00 being the balance of Purchase Price to be paid to the Vendor on completion.





Part III




Date of Completion: on or before the 20th day of April 2006.




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THIRD SCHEDULE





	1.	 	A Deed of Mutual Covenant and Management Agreement registered in the Land Registry by
Memorial No.UB3018018 and re-registered by Memorial No.UB4861400.
	 
	2.	 	A Sub-Deed of Mutual Covenant and Management Agreement registered in the Land Registry by
Memorial No.UB6748378.
	 
	3.	 	Management Agreements registered in the Land Registry by Memorial Nos.UB4892765 and UB7083261
(so long as the same are subsisting and capable of affecting the Property).
	 
	4.	 	A Sub-Sub-Deed of Mutual Covenant registered in the Land Registry by Memorial No.UB7768219.





FOURTH SCHEDULE





	1.	 	(a)   It is an essential term and condition of this Agreement that the Purchaser shall not be
entitled to purchase the Property and the Fixtures and the Furniture separately and they shall
remain at the Property and be delivered to the Purchaser on an “as is” and “where is” basis on
completion .







	 	(b)	 	The Purchaser hereby declares that he has inspected the Fixtures and the
Furniture and shall take the same in such state as they are regard being had to the
deterioration by fair wear and tear thereof. No warranty or representation on the
part of the Vendor is given or to be implied as to the state quality or fitness
thereof.
	 
	 	(c)	 	The Vendor hereby declares and warrants that he has good right and full power
to sell the Fixtures and the Furniture to the Purchaser free from all incumbrances and
that the same are not subject to any hire purchase, bill of sale, lien, credit sale
agreement or other third party claims.





FIFTH SCHEDULE



1. The parties hereto declare that this Agreement is preceded by an agreement for sale (as defined
in the Stamp Duty Ordinance Cap.117 of the Laws of Hong Kong) made between the same parties hereto
on the same terms hereof (as defined in the said Stamp Duty Ordinance) on the 23rd day of February
2006.



2. The Property is a non-residential property within the meaning of section 29A(1) of the Stamp
Duty Ordinance Cap.117 of the Laws of Hong Kong.





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	SIGNED by

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	for and on behalf of the Vendor

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	whose signature is verified by :-

	 	 	)	 	 	 





Solicitor, Hong Kong SAR

Messrs. Wilkinson & Grist,

Solicitors and Notaries, Hong Kong SAR




	 	 	 	 	 	 	 
	R E C E I V E D on or before

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	the day and year first above written of

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	and from the Purchaser the above-

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	mentioned deposits in the total sum

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	of HK$16,000,000.00.

	 	 	)	 	 	 






	 	 	 
	 
	 	 
	 
	 	Vendor






 









 






	 	 	 	 	 	 	 
	SIGNED by

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	for and on behalf of the Purchaser

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	in the presence of / whose signature

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	is verified by :-

	 	 	)	 	 	 





Solicitor, Hong Kong SAR





 









 








DATED the                      day of                      2006.




NAM TAI GROUP MANAGEMENT LIMITED




and




TOP EASE (H.K.) LIMITED



 




AGREEMENT FOR SALE AND PURCHASE



 




REGISTERED in the Land Registry by Memorial No.




on:-




p. Land Registrar.




WILKINSON & GRIST

SOLICITORS AND NOTARIES

HONG KONG SAR

HC/sl:gc/N416-1V114