exv4w8w2



 





Exhibit 4.8.2




Dated the 13th day of April 2006




 


NAM TAI GROUP MANAGEMENT LIMITED




TO




TOP EASE (H.K.) LIMITED



 




ASSIGNMENT



 




REGISTERED at the Land Registry by




Memorial No.




on




p. Land Registrar.



 









DHC/65979567/EY/becl

pc/tld48953w (310306)

www.jsm.com





 









 








THIS
ASSIGNMENT         
is made the            day of




Two thousand and six




BETWEEN





	(1)	 	NAM TAI GROUP MANAGEMENT LIMITED  ) whose registered office is situate at Suites
1506-8 on the 15th Floor of One Exchange Square, No.8 Connaught Place, Central, Hong Kong (the
“Vendor”); and
	 
	(2)	 	TOP EASE (H.K.) LIMITED ) whose registered office is
situate at 17th Floor of Guangdong Investment Tower, No. 148 Connaught Road Central, Hong
Kong (the “Purchaser”).






	1.	 	In consideration of the sum of ONE HUNDRED AND SIXTY MILLION ONLY
HONG KONG DOLLARS (HK$160,000,000.00) paid by the Purchaser to the Vendor
(receipt whereof is acknowledged) the Vendor as Beneficial Owner ASSIGNS to the
Purchaser the property described in the Schedule hereto (the “Property”) TO HOLD
the same unto the Purchaser for the residue of the term of years together with the right
of renewal (if any) created by the Government Lease referred to in the Schedule hereto
(the “Government Lease”) Subject to the payment of the due proportion of the
Government rent reserved by and the covenants conditions and provisos contained in
the Government Lease AND SUBJECT to and with the benefit of the Deeds as
defined in the Schedule hereto (the “Deeds”) so far as the same relate to or affect the
Property.
	 
	2.	 	The Vendor hereby covenants with the Purchaser that the covenants by the Vendor
and terms and conditions contained in the Deeds have hitherto been observed and
performed.




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	3.	 	The Purchaser hereby covenants with the Vendor that the Purchaser will henceforth during the
residue of the said term perform and observe all the covenants terms and conditions contained in
the Deeds and will keep the Vendor indemnified against all actions suits expenses and claims on
account of the breach or non-performance of the said covenants and conditions or any of them.
	 
	4.	 	The Purchaser hereby further expressly covenants with the Vendor to the intent that this
covenant shall bind the Property and the owner or owners thereof for the time being and other
person or persons deriving title under the Purchaser (each and all of whom including the
Purchaser is and are hereinafter included in the expression “the Covenanting Purchaser”) and
be enforceable by the Vendor and its successors and assigns that :-






	 	(a)	 	the Covenanting Purchaser will notify the Manager (as defined in the Deed of
Mutual Covenant and Management Agreement and/or the Sub-Deed of Mutual
Covenant and Management Agreement which were referred to in the Deeds) in
writing of any change of ownership of the Property within 30 days prior to such
change;
	 
	 	(b)	 	the Covenanting Purchaser shall abide by the provisions in the Deeds as if
the same terms and covenants on the part of the Purchaser/First Assignee/First
Purchaser set out therein are made directly by the Covenanting Purchaser;
	 
	 	(c)	 	the Covenanting Purchaser will at all times hereafter perform observe and
comply with all the covenants by or on the part of the purchaser contained in the
Assignments registered in the Land Registry by Memorial Nos.UB3250935 and UB8384727;
and
	 
	 	(d)	 	in the event of the Covenanting Purchaser selling or otherwise disposing of
the Property the Covenanting Purchaser shall sell or otherwise dispose of the




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	 	 	 	Property upon the condition that the purchaser(s) or assignee(s) thereof shall enter into
the same binding covenants on terms similar in scope and extent as the covenants (a), (b)
and (c) hereinbefore contained






Provided that upon the Covenanting Purchaser complying with
and performing the covenant (d) hereinbefore contained the Covenanting Purchaser shall not
be liable for any breach of the aforesaid covenants (a), (b) and (c) which may happen after
the Covenanting Purchaser shall have sold or otherwise disposed of the Property in respect
whereof such purchaser(s) or assignee(s) shall have entered into such covenants similar in
scope and extent as the covenants (a), (b) and (c) as aforesaid.




	5.	 	Insofar as it relates to the Flat, the Purchaser hereby expressly covenants with Shun Tak
Centre Limited (“the Developer”) and the Vendor that the Purchaser acknowledges the rights
conferred on the Developer (and its successors and assigns) under Clause 8 of Section III of
the Sub-Deed of Mutual Covenant and Management Agreement referred to in the Deeds and the
Purchaser shall not do or permit anything to be done which will affect the exercise of the
said rights by the Developer (and its successors and assigns) and the Purchaser hereby
appoints the Developer (and its successors and assigns) acting singly to be its attorney and
grants unto the Developer (and its successors and assigns) the full right power and authority
acting singly to do all acts matters and things and to execute and sign seal and as the act of
the Purchaser deliver such deeds and to sign such documents or instruments as may be necessary
for the exercise of or incidental to the exercise of the rights conferred on the Developer
(and its successors and assigns) as aforesaid.
	 
	6.	 	It is hereby agreed and declared by the parties hereto that the respective covenants by the
Vendor and the Purchaser implied by the Conveyancing and Property Ordinance




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	 	 	(Cap.219) and herein contained shall be construed and shall take effect so far as they
affect or relate to the Property but not further or otherwise.

	 
	7.	 	It is hereby certified that the Property comprises non-residential property within the
meaning of Section 29A(1) of the Stamp Duty Ordinance (Cap. 117).




IN
WITNESS whereof the
parties hereto have executed this Assignment the day and year first above written.




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THE SCHEDULE





	1.	 	The Property :-






	 	(a)	 	Description, address, Lot number, sections, undivided shares
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 N0.8517 (the “Lot”)
And of and in the messuages erections and buildings thereon now 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
(the “Flat”) which said Floor is for the purpose of identification only shown and
coloured Pink on the 15th Floor Plan annexed to the said Assignment Memorial
NO.UB8384727 (the “1st Assignment”) and SECONDLY ALL THAT CAR PARKING SPACE N0.96
on the SIXTH FLOOR of the Buildings which said Car Parking Space is shown and
coloured Pink on the Car Park Floor Plan annexed to the said Assignment Memorial
No.UB3250935 (the “2nd Assignment”).






	 	(b)	 	Exceptions and reservations :-






	 	(i)	 	Except and Reserved as in the Government Lease is
excepted and reserved;





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	 	(ii)	 	All exceptions and reservations as more particularly described,
mentioned and/or referred to in the 1st and 2nd Assignments.






	 	(c)	 	Easements and other appurtenant rights, if any :-
	 
	 	 	 	Subject to and with the benefit of all rights and rights of way (if any) and all
privileges, easements and appurtenances belonging and appertaining to the
Property and/or as more particularly described, mentioned and/or referred to in
the Government Lease, the Deeds and the 1st and 2nd Assignments in so far as
the same are subsisting and capable of taking effect.






	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 dated 3rd December 1985 and
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.
	 
	 	 	 	 	 	 
	 

	 	(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.






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	SEALED with the COMMON SEAL of

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	the Purchaser in the presence of and

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	SIGNED by Huen Wing Ming,

	 	 	)	 	 	 
	Patrick and Ho Hung Sun, Stanley,

	 	 	)	 	 	 
	its Directors

	 	 	)	 	 	 
	 

	 	 	)	 	 	[SEAL]
	as duly authorised by resolution of the

	 	 	)	 	 	Signature illegible
	 	 	 	 	 	 	 
	 
	 

	 	 	)	 	 	Signature illegible
	 	 	 	 	 	 	 
	 
	board of directors whose signature(s) are

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	verified by :-

	 	 	)	 	 	 






Signature
illegible

 

Derek Ho Fai Cheung

Johnson Stokes & Master

Solicitor, Hong Kong SAK





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	 	(d) Lot No.
	 	:
	 	Inland Lot No. 8517.







	3.	 	The Property is subject to and with the benefit of the following document(s) :-






	 	(i)	 	A Deed of Mutual Covenant and Management Agreement registered in the
Land Registry by Memorial No. UB3018018 and re-registered by Memorial
No. UB4861400;
	 
	 	(ii)	 	A Sub-Deed of Mutual Covenant and Management Agreement
registered in the Land Registry by Memorial No.UB6748378;
	 
	 	(iii)	 	A Sub-Sub-Deed of Mutual Covenant
registered in the Land Registry by Memorial No. UB7768219; and
	 
	 	(iv)	 	Management Agreements registered in the Land
Registry respectively by Memorial Nos. UB4892765 and UB7083261 (so long as the same are subsisting)






(herein collectively referred to as the “Deeds”).



	 	 	 	 	 	 	 	 	 	 
	SEALED with the COMMON SEAL of the

	 	 	)	 	 	 	 	 	 
	 	 	 	)	 	 	NOMITOR LIMITED	 
	Vendor in the presence of and SIGNED

	 	 	)	 	 	By:
	 	Signature illegible	 
	 

	 	 	 	 	 	 	 	 	 
	by Chong Yuet Ngai, Catherine for

	 	 	)	 	 	 	 	Director	 
	and on behalf of Nomitor Limited and

	 	 	)	 	 	 	 		 
	Wong Pie Yue, Cleresa for and on

	 	 	)	 	 	 	 	 	 
	behalf of Willserve Limited, both

	 	 	)	 	 	 	 	 	[SEAL]
	Corporate Directors - - - -	 	 	)	 	 	WILLSERVE LIMITED	 
	 

	 	 	)	 	 	By:
	 	Signature illegible	 
	 

	 	 	 	 	 	 	 	 	 
	as duly authorised by its resolutions passed

	 	 	)	 	 	 	 	Director	 
	by
all directors in the presence of:-

	 	 	)	 	 	 	 		 
	 

	 	 	)	 	 	 	 	 	 
	

	 	 	)	 	 	 	 	 	 
	Signature
illegible
	 	 	 	 	 	 	 	 	 
	 	 

	 	 	 	 	 	 	 	 
	Hannah M. W. Chow
	 	 	 	 	 	 	 	 	 
	Solicitor,
	 	 	 	 	 	 	 	 	 
	Hong Kong SAR
	 	 	 	 	 	 	 	 	 
	WILKINSON & GRIST
	 	 	 	 	 	 	 	 	 






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