Amended and Restated 2003 Employee Stock Purchase Plan



 Exhibit 10.2 
 SYNNEX CORPORATION 
 2003 EMPLOYEE STOCK PURCHASE PLAN 
 (As amended and restated effective March 31, 2005) 







 Table of Contents 
  


					
	 	  	 	  	Page
	 SECTION 1
	  	Purpose Of The Plan	  	1
			
	 SECTION 2
	  	Definitions	  	1
	 (a)
	  	“Board”	  	1
	 (b)
	  	“Code”	  	1
	 (c)
	  	“Committee”	  	1
	 (d)
	  	“Company”	  	1
	 (e)
	  	“Compensation”	  	1
	 (f)
	  	“Corporate Reorganization”	  	1
	 (g)
	  	“Eligible Employee”	  	2
	 (h)
	  	“Exchange Act”	  	2
	 (i)
	  	“Fair Market Value”	  	2
	 (j)
	  	“IPO”	  	2
	 (k)
	  	“Offering Period”	  	2
	 (l)
	  	“Participant”	  	2
	 (m)
	  	“Participating Company”	  	2
	 (n)
	  	“Plan”	  	3
	 (o)
	  	“Plan Account”	  	3
	 (p)
	  	“Purchase Price”	  	3
	 (q)
	  	“Stock”	  	3
	 (r)
	  	“Subsidiary”	  	3
			
	 SECTION 3
	  	Administration Of The Plan	  	3
	 (a)
	  	Committee Composition	  	3
	 (b)
	  	Committee Responsibilities	  	3
			
	 SECTION 4
	  	Enrollment And Participation	  	3
	 (a)
	  	Offering Periods	  	3
	 (b)
	  	Enrollment	  	3
	 (c)
	  	Duration of Participation	  	3
			
	 SECTION 5
	  	Employee Contributions	  	4
	 (a)
	  	Frequency of Payroll Deductions	  	4
	 (b)
	  	Amount of Payroll Deductions	  	4
	 (c)
	  	Changing Withholding Rate	  	4
	 (d)
	  	Discontinuing Payroll Deductions	  	4
	 (e)
	  	Limit on Number of Elections	  	4
			
	 SECTION 6
	  	Withdrawal From The Plan	  	5
	 (a)
	  	Withdrawal	  	5
	 (b)
	  	Re-enrollment After Withdrawal	  	5
			
	 SECTION 7
	  	Change In Employment Status	  	5
	 (a)
	  	Termination of Employment	  	5

  

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	 (b)
	  	Leave of Absence	  	5
	 (c)
	  	Death	  	5
			
	 SECTION 8
	  	Plan Accounts And Purchase Of Shares	  	5
	 (a)
	  	Plan Accounts	  	5
	 (b)
	  	Purchase Price	  	5
	 (c)
	  	Number of Shares Purchased	  	6
	 (d)
	  	Available Shares Insufficient	  	6
	 (e)
	  	Issuance of Stock	  	6
	 (f)
	  	Unused Cash Balances	  	6
	 (g)
	  	Stockholder Approval	  	7
			
	 SECTION 9
	  	Limitations On Stock Ownership	  	7
	 (a)
	  	Five Percent Limit	  	7
	 (b)
	  	Dollar Limit	  	7
			
	 SECTION 10
	  	Rights Not Transferable	  	8
			
	 SECTION 11
	  	No Rights As An Employee	  	8
			
	 SECTION 12
	  	No Rights As A Stockholder	  	8
			
	 SECTION 13
	  	Securities Law Requirements	  	8
			
	 SECTION 14
	  	Stock Offered Under The Plan	  	9
	 (a)
	  	Authorized Shares	  	9
	 (b)
	  	Antidilution Adjustments	  	9
	 (c)
	  	Reorganizations	  	9
			
	 SECTION 15
	  	Amendment Or Discontinuance	  	9
			
	 SECTION 16
	  	Execution	  	9

  

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 SYNNEX CORPORATION 
 2003 EMPLOYEE STOCK PURCHASE PLAN 
 (as amended and restated effective March 31, 2005)

 SECTION 1 Purpose Of The Plan. 
 The Plan was adopted by the Board on September 2, 2003, effective as of the date of the IPO. The Plan is hereby amended and restated effective March 31, 2005. The purpose of the Plan is to provide Eligible Employees with an
opportunity to increase their proprietary interest in the success of the Company by purchasing Stock from the Company on favorable terms and to pay for such purchases through payroll deductions. The Plan is intended to qualify under section 423
of the Code. 
 SECTION 2 Definitions. 
 (a) “Board” means the Board of Directors of the Company, as constituted from time to time. 
 (b)
“Code” means the Internal Revenue Code of 1986, as amended. 
 (c) “Committee” means a the Compensation
Committee of the Board, as described in Section 3. 
 (d) “Company” means SYNNEX Corporation, a Delaware Corporation.

 (e) “Compensation” means (i) the compensation paid in cash to a Participant by a Participating Company, including
salaries, wages, incentive compensation, bonuses, overtime pay and shift premiums, plus (ii) any pre-tax contributions made by the Participant under section 401(k) or 125 of the Code. “Compensation” shall exclude all non-cash items,
commissions, moving or relocation allowances, cost-of-living equalization payments, car allowances, tuition reimbursements, imputed income attributable to cars or life insurance, severance pay, fringe benefits, contributions or benefits received
under employee benefit plans, income attributable to the exercise of stock options, and similar items. The Committee shall determine whether a particular item is included in Compensation. 
 (f) “Corporate Reorganization” means: 
 (i) The consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization in which the Company’s stockholders immediately prior thereto own less than 50%
of the voting securities of the Company (or its successor or parent) immediately thereafter; or 
  

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 (ii) The sale, transfer or other disposition of all or substantially all of the
Company’s assets or the complete liquidation or dissolution of the Company. 
 (g) “Eligible Employee” means any
employee of a Participating Company, whose customary employment is for more than five months per calendar year and for more than 20 hours per week, other than those individuals ranked assistant vice president or higher within a
Participating Company who qualify as “highly compensated employees” under Section 414(q) of the Code. 
 The foregoing
notwithstanding, an individual shall not be considered an Eligible Employee if his or her participation in the Plan is prohibited by the law of any country which has jurisdiction over him or her or if he or she is subject to a collective bargaining
agreement that does not provide for participation in the Plan. 
 (h) “Exchange Act” means the Securities Exchange Act of
1934, as amended. 
 (i) “Fair Market Value” means the market price of Stock, determined by the Committee as follows:

 (i) If Stock was traded on a stock exchange on the date in question, then the Fair Market Value shall be equal to the
closing price reported by the applicable composite transactions report for such date; 
 (ii) If Stock was traded on The
Nasdaq National Market on the date in question, then the Fair Market Value shall be equal to the last-transaction price quoted for such date by The Nasdaq National Market; or 
 (iii) If none of the foregoing provisions is applicable, then the Fair Market Value shall be determined by the Committee in good faith on
such basis as it deems appropriate. 
 Whenever possible, the determination of Fair Market Value by the Committee shall be based on the
prices reported in the Wall Street Journal or as reported directly to the Company by a stock exchange or Nasdaq. Such determination shall be conclusive and binding on all persons. 
 (j) “IPO” means the initial offering of Stock to the public pursuant to a registration statement filed by the Company with the
Securities and Exchange Commission. 
 (k) “Offering Period” means a period with respect to which the right to purchase
Stock may be granted under the Plan, as determined pursuant to Section 4(a). 
 (l) “Participant” means an Eligible
Employee who elects to participate in the Plan, as provided in Section 4(b). 
 (m) “Participating Company” means
(i) the Company and (ii) each present or future Subsidiary designated by the Committee as a Participating Company. 
  

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 (n) “Plan” means this SYNNEX Corporation 2003 Employee Stock Purchase Plan, as it may be
amended from time to time. 
 (o) “Plan Account” means the account established for each Participant pursuant to
Section 8(a). 
 (p) “Purchase Price” means the price at which Participants may purchase Stock under the Plan, as
determined pursuant to Section 8(b). 
 (q) “Stock” means the Common Stock of the Company. 
 (r) “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each
of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. 
 SECTION 3 Administration Of The Plan. 
 (a)
Committee Composition. The Plan shall be administered by the Committee. The Committee shall consist exclusively of one or more directors of the Company, who shall be appointed by the Board. 
 (b) Committee Responsibilities. The Committee shall interpret the Plan and make all other policy decisions relating to the operation of the Plan.
The Committee may adopt such rules, guidelines and forms as it deems appropriate to implement the Plan. The Committee’s determinations under the Plan shall be final and binding on all persons. 
 SECTION 4 Enrollment And Participation. 
 (a)
Offering Periods. While the Plan is in effect, four Offering Periods shall commence in each calendar year. The Offering Periods shall consist of 3-month periods, unless otherwise determined by the Committee, commencing on January 1,
April 1, July 1, and October 1 of each year. Notwithstanding the foregoing, the first Offering Period shall commence on the date of the IPO, and all Offering Periods commencing before April 1, 2005, shall terminate on
March 31, 2005. 
 (b) Enrollment. Any individual who, on the day preceding the first day of an Offering Period (other than the
initial Offering Period), qualifies as an Eligible Employee may elect to become a Participant in the Plan for such Offering Period by executing the enrollment form prescribed for this purpose by the Committee. The enrollment form shall be filed with
the Company at the prescribed location not later than 15 days prior to the commencement of such Offering Period. All Eligible Employees shall be automatically enrolled in the initial Offering Period under the Plan. 
 (c) Duration of Participation. Once enrolled in the Plan, a Participant shall continue to participate in the Plan until he or she ceases to be an
Eligible Employee, withdraws from the Plan under Section 6(a) or reaches the end of the Offering Period in which his or her employee 
  

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contributions were discontinued under Section 5(d) or Section 9(b). A Participant who discontinued employee contributions under Section 5(d)
or withdrew from the Plan under Section 6(a) may again become a Participant, if he or she then is an Eligible Employee, by following the procedure described in Subsection (b) above. A Participant whose employee contributions were
discontinued automatically under Section 9(b) shall automatically resume participation at the beginning of the earliest Offering Period ending in the next calendar year, if he or she then is an Eligible Employee. When a Participant reaches the
end of an Offering Period but his or her participation is to continue, then such Participant shall automatically be re-enrolled for the Offering Period that commences immediately after the end of the prior Offering Period; provided, however, that
for the Offering Period commencing April 1, 2005, new enrollment forms may be required, in accordance with such procedures as may be prescribed by the Company. 
 SECTION 5 Employee Contributions. 
 (a) Frequency of Payroll Deductions. A Participant
may purchase shares of Stock under the Plan solely by means of payroll deductions. Payroll deductions, as designated by the Participant pursuant to Subsection (b) below, shall occur on each payday during participation in the Plan. 

(b) Amount of Payroll Deductions. An Eligible Employee shall designate on the enrollment form the portion of his or her Compensation that he or
she elects to have withheld for the purchase of Stock. Such portion shall be a whole percentage of the Eligible Employee’s Compensation, but not less than 1% nor more than 15%. In addition, effective April 1, 2005, the amount of an
Eligible Employee’s Compensation that may be withheld for the purchase of Stock shall not exceed $10,000 per calendar year. Notwithstanding the foregoing, for the period April 1, 2005 to December 31, 2005, the amount of an Eligible
Employee’s Compensation that may be withheld for the purchase of Stock shall not exceed $7,500. 
 (c) Changing Withholding Rate.
If a Participant wishes to change the rate of payroll withholding, he or she may do so by filing a new enrollment form with the Company at the prescribed location at any time. The new withholding rate shall be effective as soon as reasonably
practicable after such form has been received by the Company. The new withholding rate shall be a whole percentage of the Eligible Employee’s Compensation, but not less than 1% nor more than 15%. 
 (d) Discontinuing Payroll Deductions. If a Participant wishes to discontinue employee contributions entirely, he or she may do so by filing a new
enrollment form with the Company at the prescribed location at any time. Payroll withholding shall cease as soon as reasonably practicable after such form has been received by the Company. In addition, employee contributions may be discontinued
automatically pursuant to Section 9(b). A Participant who has discontinued employee contributions may resume such contributions by filing a new enrollment form with the Company at the prescribed location. 
 (e) Limit on Number of Elections. The Committee may limit the number of elections that a Participant may make under Subsection (c) or
(d) above during any Offering Period. 
  

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 SECTION 6 Withdrawal From The Plan. 
 (a) Withdrawal. A Participant may elect to withdraw from the Plan by filing the prescribed form with the Company at the prescribed location at any
time before the last day of an Offering Period. As soon as reasonably practicable thereafter, payroll deductions shall cease and the entire amount credited to the Participant’s Plan Account shall be refunded to him or her in cash, without
interest. No partial withdrawals shall be permitted. 
 (b) Re-enrollment After Withdrawal. A former Participant who has withdrawn
from the Plan shall not be a Participant until he or she re-enrolls in the Plan under Section 4(b). Re-enrollment may be effective only at the commencement of an Offering Period. 
 SECTION 7 Change In Employment Status. 
 (a) Termination of Employment. Termination of
employment as an Eligible Employee for any reason, including death, shall be treated as an automatic withdrawal from the Plan under Section 6(a). A transfer from one Participating Company to another shall not be treated as a termination of
employment. 
 (b) Leave of Absence. For purposes of the Plan, employment shall not be deemed to terminate when the Participant goes
on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Company in writing. Employment, however, shall be deemed to terminate 90 days after the Participant goes on a leave, unless a contract or
statute guarantees his or her right to return to work. Employment shall be deemed to terminate in any event when the approved leave ends, unless the Participant immediately returns to work. 
 (c) Death. In the event of the Participant’s death, the amount credited to his or her Plan Account shall be paid to a beneficiary designated
by him or her for this purpose on the prescribed form or, if none, to the Participant’s estate. Such form shall be valid only if it was filed with the Company at the prescribed location before the Participant’s death. 
 SECTION 8 Plan Accounts And Purchase Of Shares. 
 (a) Plan Accounts. The Company shall maintain a Plan Account on its books in the name of each Participant. Whenever an amount is deducted from the Participant’s Compensation under the Plan, such amount shall be credited to the
Participant’s Plan Account. Amounts credited to Plan Accounts shall not be trust funds and may be commingled with the Company’s general assets and applied to general corporate purposes. No interest shall be credited to Plan Accounts.

 (b) Purchase Price. 
 (i) The Purchase Price for each share of Stock purchased at the close of an Offering Period beginning on or after April 1, 2005 shall be the lower of: 
 (A) 95% of the Fair Market Value of such share on the last trading day in such Offering Period; or 
  

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 (B) 95% of the Fair Market Value of such share on the first trading day of the applicable
Offering Period. 
 (ii) The Purchase Price for each share of Stock purchased at the close of an Offering Period beginning
before April 1, 2005, shall be the lower of: 
 (A) 85% of the Fair Market Value of such share on the last trading day in
such Offering Period; or 
 (B) 85% of the Fair Market Value of such share on the first trading day of the applicable Offering
Period. 
 (c) Number of Shares Purchased. As of the last day of each Offering Period, each Participant shall be deemed to have
elected to purchase the number of shares of Stock calculated in accordance with this Subsection (c), unless the Participant has previously elected to withdraw from the Plan in accordance with Section 6(a). The amount then in the
Participant’s Plan Account shall be divided by the Purchase Price, and the number of shares that results shall be purchased from the Company with the funds in the Participant’s Plan Account. The foregoing notwithstanding, no Participant
shall purchase more than 625 shares of Stock with respect to any Offering Period commencing on or after April 1, 2005 (nor more than 1,250 shares of Stock with respect to the six-month period ending March 31, 2005 for Offering Periods
commencing prior to April 1, 2005), nor more than the amounts of Stock set forth in Section 9(b) and Section 14(a). Any fractional share, as calculated under this Subsection (c), shall be rounded down to the next lower whole share.
For each Offering Period, the Committee shall have the authority to establish additional limits on the number of shares purchasable by each Participant or by all Participants in the aggregate. 
 (d) Available Shares Insufficient. In the event that the aggregate number of shares that all Participants elect to purchase during an Offering
Period exceeds the maximum number of shares remaining available for issuance under Section 14(a), then the number of shares to which each Participant is entitled shall be determined by multiplying the number of shares available for issuance by
a fraction, the numerator of which is the number of shares that such Participant has elected to purchase and the denominator of which is the number of shares that all Participants have elected to purchase. 
 (e) Issuance of Stock. Certificates representing the shares of Stock purchased by a Participant under the Plan shall be issued to him or her as
soon as reasonably practicable after the close of the applicable Offering Period, except that the Committee may determine that such shares shall be held for each Participant’s benefit by a broker designated by the Committee (unless the
Participant has elected that certificates be issued to him or her). Shares may be registered in the name of the Participant or jointly in the name of the Participant and his or her spouse as joint tenants with right of survivorship or as community
property. 
 (f) Unused Cash Balances. An amount remaining in the Participant’s Plan Account that represents the Purchase Price
for any fractional share shall be carried over in the Participant’s Plan Account to the next Offering Period or refunded to the Participant in cash, without interest, 
  


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if his or her participation is not continued. Any amount remaining in the Participant’s Plan Account that represents the Purchase Price for whole shares
that could not be purchased by reason of Subsection (c) above, Section 9(b) or Section 14(a) shall be refunded to the Participant in cash, without interest. 
 (g) Stockholder Approval. Any other provision of the Plan notwithstanding, no shares of Stock shall be purchased under the Plan unless and until
the Company’s stockholders have approved the adoption of the Plan. 
 SECTION 9 Limitations On Stock Ownership. 
 (a) Five Percent Limit. Any other provision of the Plan notwithstanding, no Participant shall be granted a right to purchase Stock under the Plan
if such Participant, immediately after his or her election to purchase such Stock, would own stock possessing 5% or more of the total combined voting power or value of all classes of stock of the Company or any parent or Subsidiary of the Company.
For purposes of this Subsection (a), the following rules shall apply: 
 (i) Ownership of stock shall be determined after
applying the attribution rules of section 424(d) of the Code; 
 (ii) Each Participant shall be deemed to own any stock
that he or she has a right or option to purchase under this or any other plan; and 
 (iii) Each Participant shall be deemed
to have the right to purchase up to the maximum number of shares of Stock that may be purchased by a Participant under this Plan under the individual limit specified in Section 8(c). 
 (b) Dollar Limit. Any other provision of the Plan notwithstanding, no Participant shall purchase Stock with a Fair Market Value in excess of the
following limit: 
 (i) In the case of Stock purchased during an Offering Period that commenced in the current calendar year,
the limit shall be equal to (A) $25,000 minus (B) the Fair Market Value of the Stock that the Participant previously purchased in the current calendar year (under this Plan and all other employee stock purchase plans of the Company or any
parent or Subsidiary of the Company). 
 (ii) In the case of Stock purchased during an Offering Period that commenced in the
immediately preceding calendar year, the limit shall be equal to (A) $50,000 minus (B) the Fair Market Value of the Stock that the Participant previously purchased (under this Plan and all other employee stock purchase plans of the Company
or any parent or Subsidiary of the Company) in the current calendar year and in the immediately preceding calendar year. 
 (iii) In the case of Stock purchased during an Offering Period that commenced in the second preceding calendar year, the limit shall be equal to (A) $75,000 minus (B) the Fair Market Value of the Stock that the Participant
previously purchased (under this Plan and all other employee stock purchase plans of the Company or any parent or Subsidiary of the Company) in the current calendar year and in the two preceding calendar years. 
  

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 For purposes of this Subsection (b), the Fair Market Value of Stock shall be determined in each case
as of the beginning of the Offering Period in which such Stock is purchased. Employee stock purchase plans not described in section 423 of the Code shall be disregarded. If a Participant is precluded by this Subsection (b) from purchasing
additional Stock under the Plan, then his or her employee contributions shall automatically be discontinued and shall resume at the beginning of the earliest Offering Period ending in the next calendar year (if he or she then is an Eligible
Employee). 
 SECTION 10 Rights Not Transferable. 
 The rights of any Participant under the Plan, or any Participant’s interest in any Stock or moneys to which he or she may be entitled under the Plan, shall not be transferable by voluntary or involuntary
assignment or by operation of law, or in any other manner other than by beneficiary designation or the laws of descent and distribution. If a Participant in any manner attempts to transfer, assign or otherwise encumber his or her rights or interest
under the Plan, other than by beneficiary designation or the laws of descent and distribution, then such act shall be treated as an election by the Participant to withdraw from the Plan under Section 6(a). 
 SECTION 11 No Rights As An Employee. 
 Nothing
in the Plan or in any right granted under the Plan shall confer upon the Participant any right to continue in the employ of a Participating Company for any period of specific duration or interfere with or otherwise restrict in any way the rights of
the Participating Companies or of the Participant, which rights are hereby expressly reserved by each, to terminate his or her employment at any time and for any reason, with or without cause. 
 SECTION 12 No Rights As A Stockholder. 
 A
Participant shall have no rights as a stockholder with respect to any shares of Stock that he or she may have a right to purchase under the Plan until such shares have been purchased on the last day of the applicable Offering Period. 
 SECTION 13 Securities Law Requirements. 
 Shares of Stock shall not be issued under the Plan unless the issuance and delivery of such shares comply with (or are exempt from) all applicable requirements of law, including (without limitation) the Securities Act of 1933, as amended,
the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded. 
  

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 SECTION 14 Stock Offered Under The Plan. 
 (a) Authorized Shares. The maximum aggregate number of shares of Stock available for purchase under the Plan is Five Hundred Thousand
(500,000) shares. The aggregate number of shares available for purchase under the Plan shall at all times be subject to adjustment pursuant to Section 14. All share amounts set forth in the Plan have been adjusted to give effect to a 2 for
1 reverse stock split of the Stock which was effected on November 12, 2003. 
 (b) Antidilution Adjustments. The aggregate number
of shares of Stock offered under the Plan, the individual Participant share limitation described in Section 8(c) and the price of shares that any Participant has elected to purchase shall be adjusted proportionately by the Committee for any
increase or decrease in the number of outstanding shares of Stock resulting from a subdivision or consolidation of shares or the payment of a stock dividend, any other increase or decrease in such shares effected without receipt or payment of
consideration by the Company, the distribution of the shares of a Subsidiary to the Company’s stockholders or a similar event. 
 (c)
Reorganizations. Any other provision of the Plan notwithstanding, immediately prior to the effective time of a Corporate Reorganization, the Offering Period then in progress shall terminate and shares shall be purchased pursuant to
Section 8, unless the Plan is assumed by the surviving corporation or its parent corporation pursuant to the plan of merger or consolidation. The Plan shall in no event be construed to restrict in any way the Company’s right to undertake a
dissolution, liquidation, merger, consolidation or other reorganization. 
 SECTION 15 Amendment Or Discontinuance. 
 The Board shall have the right to amend, suspend or terminate the Plan at any time and without notice. Unless earlier terminated by the Board, the Plan
shall terminate on September 1, 2013. Except as provided in Section 14, any increase in the aggregate number of shares of Stock to be issued under the Plan shall be subject to approval by a vote of the stockholders of the Company. In
addition, any other amendment of the Plan shall be subject to approval by a vote of the stockholders of the Company to the extent required by an applicable law or regulation. 
 SECTION 16 Execution. 
 To record the amendment and restatement of the Plan by the Board on
March 22, 2005, the Company has caused its authorized officer to execute the same. 
  

			
	SYNNEX CORPORATION
		
	By:	 	/s/ Simon Y. Leung
		 	Simon Y. Leung
		 	General Counsel and Secretary


  

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