Exhibit
10.22

SERVICE AGREEMENT –
YAN SAU MAN, AMY



Dated the 31st day of August, 2006


 
MAN SANG INTERNATIONAL
LIMITED 


AND 


YAN SAU MAN AMY



 

___________________________________

SERVICE AGREEMENT
___________________________________

 

 

 

 

 

 








CONTENT 

	Clause 	      	Description 	 	      	Page 
	1. 		INTERPRETATION 		1 
			 		
	2. 		APPOINTMENT 		2 
			 		
	3. 		DURATION 		2 
			 		
	4. 		EXECUTIVE’S DUTIES 		2 
			 		
	5. 		REMUNERATION 		3 
			 		
	6. 	 	OTHER BENEFITS 		3 
			 		
	7. 		EXPENSES 		4 
			 		
	8. 		DEDUCTIONS 		4 
	 		 		
	9. 		LEAVE 		4 
			 		
	10. 		TERMINATION 		4 
			 		
	11. 		EXECUTIVE’S UNDERTAKINGS 		6 
			 		
	12. 	 	INTELLECTUAL PROPERTY RIGHTS
    		8 
			 		
	13. 		MISCELLANEOUS 		9
  






THIS AGREEMENT is made on the 31st
day of August, 2006 

BETWEEN: 

	(1) 
          	MAN SANG INTERNATIONAL
      LIMITED, a company incorporated under
      the laws of Bermuda and having its registered office at Clarendon House, 2
      Church Street, Hamilton HM11, Bermuda and its principal place of business
      in Hong Kong at 21st Floor, Railway Plaza, 39 Chatham Road South,
      Tsimshatsui, Kowloon, Hong Kong (the “Company”); and 
	             
    	
	(2) 
          	YAN SAU MAN AMY
      of 19B, Sky Garden, 223 Prince Edward
      Road, Kowloon, Hong Kong (the “Executive”). 


WHEREBY IT IS AGREED
as follows: 

	1.	INTERPRETATION
		 
	1.01   
        	In this Agreement, unless the
      context requires otherwise: 
	             
    	 
		
      “Board” means the board of
      directors for the time being of the Company; 

      “Group” means the Company and its
      subsidiaries from time to time and “member of the Group” shall be
      construed accordingly; 

      “HK$” means Hong Kong dollars;
      

      “Hong Kong” means the Hong Kong
      Special Administrative Region of the People’s Republic of China;
      

      “Listing Rules” means the Rules
      Governing the Listing of Securities on The Stock Exchange of Hong Kong
      Limited (as the same may be amended from time to time); and 

      “month” means calendar month.
      

		 
	1.02   
        	References herein to Clauses are
      to clauses in this Agreement unless the context requires otherwise.
    
	 
	1.03   
        	The headings are inserted for
      convenience only and shall not affect the construction of this
      Agreement. 
	 
	1.04   
        	Unless the context requires
      otherwise, words importing the singular include the plural and vice versa
      and words importing a gender include every gender.



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	2.   
        	APPOINTMENT 
	             
      	
	 	The Company
      will employ the Executive and the Executive hereby agrees to serve the
      Company as an executive director upon the terms and subject to the
      conditions hereinafter appearing. 
	             
       
	3.   
        	DURATION 
	 
	 	Subject to
      termination as hereinafter provided, the Company will employ the Executive
      with effect from 1st September,
      2006 for a term of three (3) years until terminated by either party giving
      to the other not less than three (3) months’ notice in writing.
  
	 
	4.   
        	EXECUTIVE’S DUTIES 
	 
	 	The
      Executive shall, during the continuance of her employment hereunder:
      
	 
	 	(a)     
      	serve the Company as
      an executive director and, in such capacity, perform the duties and
      exercise the powers from time to time assigned to or vested in her by the
      Board (including (without further remuneration unless otherwise agreed)
      serving on the board of directors, or in any other office, of any
      member(s) of the Group, as the Board may require) and she will perform
      those duties at such place or places in Hong Kong or elsewhere as the
      Board may from time to time determine; 
	 	             
      	 
	 	(b)     
      	comply with and
      conform to any lawful instructions or directions from time to time given
      or made by the Board, or with the authority of the Board, and shall comply
      with the Company’s rules, regulations, policies and procedures from time
      to time in force; 
	 
	 	(c)     
      	faithfully and
      diligently serve the Group and use her best endeavours to promote the
      business and interests thereof; 
	 
	 	(d)     
      	devote herself
      exclusively and diligently to the business and interests of the Group and
      personally attend thereto at all times during usual business hours and
      during such other times as the Company may reasonably require except in
      case of incapacity through illness or accident in which case she shall
      forthwith notify the Secretary of the Company of such incapacity and shall
      furnish to the Board such evidence thereof as it may require;

	 
	 	(e)     
      	keep the Board
      promptly and fully informed (in writing if so requested) of her conduct of
      the business or affairs of the Group and provide such explanations as the
      Board may require in connection therewith; 
	 
	 	(f)     
      	carry out her duties
      and exercise her powers jointly with any other director or executive of
      any member of the Group as shall from time to time be appointed by the
      Board to act jointly with the Executive and the Board may at any time
      require the Executive to cease performing or exercising any of her duties
      or powers under this Agreement; and  


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	 	(g)     
      	comply with the
      relevant requirements of all applicable laws, regulations, codes of
      practice and rules (including Securities and Futures Ordinance, the Rules
      Governing the Listing of Securities on The Stock Exchange of Hong Kong
      Limited and the Model Code for Securities Transactions by Directors of
      Listed Companies set out in Appendix 10 therein and the rules of any other
      stock exchange, market or dealing system on which the securities of any
      member of the Group is traded and the applicable laws, regulations, codes
      of practice in that jurisdiction). 
		             
      	         

	5.   
        	REMUNERATION 
	             
    	
	 	The
      remuneration of the Executive shall be: 
	 
	 	(a)     
      	an annual salary
      package of HK$1,650,000.00, such salary to include any sum receivable as
      director’s fees or other remuneration from any other member of the Group
      (if any). This salary will be reviewed by the Board each year at the time
      of the annual salary reviews for senior executives provided that the
      Executive shall abstain from voting and shall not be counted in the quorum
      in respect of any resolution regarding the amount payable to herself in
      relation to her employment under this Agreement which is proposed at any
      meeting of the Board; 
	 
	 	(b)     
      	in respect of every
      financial year of the Company (which expression shall include any other
      financial period in respect of which the Company’s accounts are made up),
      a discretionary bonus of such amount as shall be determined by the Board
      (provided that the aggregate of such amount and all discretionary bonuses
      payable by the Company to its executive directors in any financial year
      shall not exceed ten per cent. of the net profits (after tax and after
      extraordinary items) of the Company for such year as shown in its audited
      accounts), provided that such discretionary bonus shall be paid only on a
      pro rata basis in respect of any financial year of the Company during a
      portion only of which the Executive has served the Company hereunder,
      unless her employment shall have been terminated pursuant to Clause 10.02,
      in which case no discretionary bonus is payable. 
	 
	6.   
        	OTHER
      BENEFITS 
	 
	 	In addition
      to the foregoing remuneration and benefits, the Executive shall also be
      entitled to such other benefits under any applicable employee benefit plan
      and employee share option scheme adopted by the Company and any member of
      the Group of which the Executive is a director or holds office for their
      respective employees (including the Executive) as the Board shall from
      time to time determine. 


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	7. 
          	EXPENSES 
	          	
	 	The Company
      shall reimburse the Executive (against receipts or such other reasonable
      evidence of expenditure as the Board may require) for all reasonable
      expenses properly incurred in the course of her employment hereunder or in
      promoting or otherwise in connection with the business of the
      Company. 
	 
	8. 
          	DEDUCTIONS 
	 
	 	The Company
      shall be entitled, subject to any laws or agreements to the contrary, at
      any time to deduct from the Executive’s remuneration hereunder any monies
      due from her to any member of the Group including, but not limited to, any
      outstanding loans, advances, the cost of repairing any damage to or loss
      of the Company’s property caused by her (and of recovering the same) and
      any other monies owed by her to the Company or any of its
      subsidiaries. 
	 
	9. 
          	LEAVE 
	 
	 	The
      Executive shall be entitled after completion of each year of service with
      the Company to fifteen (15) days’ leave (in addition to public holidays)
      with full pay, which leave shall be taken at such time or times as may be
      convenient to the Board having regard to the exigencies of the Group’s
      business provided that: 
	 
	 	(a)   
        	if the employment of
      the Executive hereunder is to cease on the completion of any year of
      service, the Executive shall be entitled to take her said leave
      immediately prior to the end of such year of service notwithstanding that
      at that time such year of service shall not have been completed;
  
		             
    	
	 	(b)   
        	if the employment of
      the Executive hereunder is to cease (for any reason other than termination
      pursuant to Clause 10.02) during any year of service, the Executive shall
      be entitled to an amount of leave proportionate to the part of the year
      during which she has been employed by the Company, such leave to be taken
      immediately prior to the termination of her employment; and 
	 
	 	(c)   
        	if for any reason the
      Executive shall not have taken her full entitlement of leave in any
      particular year she shall not have any claim against the Company in
      respect thereof nor, unless the reason is the exigencies of the Company’s
      business (of which the Board shall be the sole judge), shall she be
      entitled to additional leave in any year in respect of leave not taken in
      previous years. 
	 
	10. 
          	TERMINATION 
	             
    	
	10.01	If the
      Executive is at any time incapacitated by illness, injury or accident from
      performing her duties hereunder and (if so required) furnishes the Board
      with evidence satisfactory to it of such incapacity and the cause thereof
      she shall be entitled to receive her full salary for the first three (3)
      months or any shorter period during which such incapacity continues and if
      she continues so incapacitated for a longer period than three (3)
      consecutive months or if she is so incapacitated at different times for
      more than ninety (90) days in any one period of fifty-two (52) consecutive
      weeks then and in either of such cases her employment may be terminated by
      the Company by one (1) month’s notice in
  writing. 


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	10.02	If at any
      time during the term of her employment hereunder the Executive shall be
      guilty of or commit any serious misconduct which in the absolute opinion
      of the Board is in any way detrimental to the interests of any member of
      the Group, or shall be in breach of any of the terms of this Agreement, or
      shall commit any act of bankruptcy or become insolvent, or make any
      arrangements or composition with her creditors generally, or become
      through mental disorder incapable of managing her own affairs, or fail to
      pay her personal debts or shall be guilty of persistent insobriety or be
      convicted of any criminal offense involving her integrity or honesty, the
      Company may terminate the Executive’s employment hereunder forthwith
      without any notice or payment in lieu of notice and upon such termination,
      the Executive shall not be entitled to any bonus or any payment whatsoever
      (other than salary actually accrued due and payable pursuant to Clause
      5(a)) for or in respect of the then current year of service or to claim
      any compensation or damages for or in respect of or by reason of such
      termination. 
	              
    	
	10.03	In the event
      that: (a) the Executive is lawfully removed from her office as a director
      of the Company by virtue of a resolution passed by the members of the
      Company; or (b) the Executive, having retired from the office of director
      of the Company in accordance with the Bye-laws of the Company or any other
      applicable regulation or law, is not re-elected as a director of the
      Company by the shareholders of the Company at an annual general meeting of
      the Company, the Company may within seven (7) days of the date of such
      vacation from office by the Executive, terminate this Agreement forthwith
      by written notice to the Executive. 
	 
	10.04	In the event
      of termination of the Executive’s employment for whatever reason, the
      Executive shall: 
	 
	 	(a)   
        	(if not already
      vacated from such office(s)) forthwith resign as a director of the Company
      and from all directorships or other offices held by her in any member of
      the Group (and the Executive irrevocably authorises the Company in her
      name and on her behalf to execute all documents and do all things
      necessary to effect such resignation in the event of her failure to do
      so); 
		              
    	
	 	(b)   
        	shall vacate her
      office and return all properties of the Company, including without
      limitation all equipment, vehicles, fixtures, furniture, all originals or
      copies of any and all notes, data, tapes, reference items, sketches,
      drawings, memoranda, records, files, correspondence, customer lists and
      addresses, and other materials or documents in any way relating to any of
      the confidential information or to the Company’s business, which shall
      belong exclusively to the Company; and 


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	 	(c)   
        	shall cease to be entitled to any benefits under this
      Agreement and the Executive shall not be entitled to claim any other
      compensation whatsoever from the Company in respect of such termination
      except where the Board otherwise agrees or as expressly provided for under
      this Agreement. 
	             
    	
	10.05	Any delay or
      forbearance by the Company in exercising any right to terminate this
      Agreement shall not constitute a waiver of such right. 
	             
    	
	10.06	If notice is served by
      either party pursuant to Clause 3, then for up to a maximum period of
      three (3) months, the Company shall not be obliged, at any time after the
      notice of termination is served, to provide any work for the Executive or
      to assign to or vest in the Executive any powers, duties or functions and
      may in its absolute discretion suspend the Executive from work, and
      suspend the contractual benefits of the Executive set out in Clause 5(b)
      and 6 and to require the Executive to refrain from entering any premises
      of any member(s) of the Group and to refrain from contacting any
      customers, clients, employees or suppliers of any member(s) of the
      Group. 
	 
	11. 
          	EXECUTIVE’S
      UNDERTAKINGS 
	 
	11.01	The Executive shall not
      either during the continuance of her employment hereunder or at any time
      thereafter divulge to any person whomsoever or to any body corporate or
      unincorporated (except to those officers of the Group whose province it is
      to know the same) or use for her own purposes or for any purposes other
      than those of the Group and shall use her best endeavours to prevent the
      unauthorised publication or disclosure of any trade secret or any
      confidential information concerning the business or finances of any member
      of the Group or any of its dealings, transactions or affairs or those of
      its customers, suppliers, management and shareholders which may come to
      her knowledge during or in the course of her employment. Confidential
      information shall include, without limitation, lists or details of
      customers and suppliers, information relating to the working of any
      process of invention carried on or used by any member of the Group,
      information relating to research and other projects, prices, discounts,
      mark-ups, future business strategy and development, marketing,
      price-sensitive information and any other information which is not
      generally available to the public. 
	 
	11.02	Forthwith upon the
      termination of the employment of the Executive hereunder, and/or at any
      other time if the Company shall so request: 
		             
    	
	 	(a)   
        	the Executive shall not, directly
      or indirectly, disseminate, disclose, divulge, reveal, report, publish,
      transfer or use, for any purpose whatsoever, any information which has
      been obtained by or disclosed to the Executive as a result of or in
      relation to the Executive’s employment by the Company, including without
      limitation any confidential information (which includes without limitation
      all lists of customers and clients, specific customer names and data,
      business plans, marketing plans, business contracts, distribution and
      sales and marketing networks, designs, specifications, processes,
      formulas, trade secrets, business secrets, sales information, systems,
      programs, procedures, manuals, financial and personnel information, and
      any other proprietary information or data which the Company has received
      in confidence from others) and any of the terms and conditions of this
      Agreement; provided, however, that disclosure of any confidential information shall
      not be prohibited if (i) such disclosure is directly pursuant to a valid
      and existing order of a court of competent jurisdiction or other
      governmental body or agency, (ii) the Executive shall first have given
      prompt notice to the Company of any such possible or prospective order (or
      proceeding pursuant to which any such order may result), and (iii) the
      Company shall have been afforded a reasonable opportunity to respond to
      (and if so advised by counsel, to challenge) such order; provided further,
      that each party may disclose terms and conditions of this Agreement to her
      or its attorneys and accountants to the extent such disclosure is
      necessary to enable such attorneys and accountants to render professional
      services to such party;


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	 	(b)   
        	the Executive, her
      representatives, heirs, successors and assigns shall completely release
      and forever discharge the Company, its present, former or future parent,
      subsidiary, affiliated, associated and other related companies, and any of
      their present, former and future shareholders, directors, officers,
      employees, agents, partners consultants, representatives and attorneys,
      and each of their successors and assigns from all claims, demands, rights,
      causes of action, obligations, liabilities and/or attorneys’ fee claims,
      of any and every kind, nature and character whatsoever wheresoever, known
      or unknown, which the Executive may now have or has ever had against the
      Group, including without limitation those arising from or in any way
      connected with the employment of the Executive by the Company or the
      resignation or termination thereof, whether base on tort, express or
      implied contract, law, rule, regulation, or ordinance; and 
	 
	 	(c)   
        	the Executive shall preserve the
      good name of, and shall not make any disparaging comments about the Group
      and any of the Company’s present, former and future shareholders,
      directors, officers, employees, agents, partners, consultants,
      representatives and attorneys, and each of their successors and
      assigns. 
		             
    	
	11.03	The Executive shall not
      file, or cause to be filed, in any court or with any governmental or
      quasi-governmental agency, any action, claim or charge against the
      Company, its present, former or future parent, subsidiary, affiliated,
      associated and other related companies and any of their present, former
      and future shareholders, directors, officers and employees and each of
      their successors and assigns. 
	             
    	
	11.04	The Executive shall not
      at any time during the continuance of her employment hereunder or for a
      period of twelve (12) months thereafter, in any country or place where any
      member of the Group has carried on business, carry on or be employed or
      interested directly or indirectly in (whether as shareholder, director,
      partner, agent or otherwise and whether alone or jointly with others) any
      business carried on by any member of the Group during the continuance of
      the said employment in competition with any member of the Group (other
      than as a holder of not more than five (5) per cent of the issued shares,
      debentures or other securities of any company listed on any recognised
      stock exchange) provided that the provisions of this Clause 11.04 shall
      only apply in respect of business activities or services with which the
      Executive was personally concerned or for which she was responsible during
      her said employment.


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	11.05	The Executive shall not at any
      time during the continuance of her employment hereunder or for a period of
      twelve (12) months thereafter either on her own account or in conjunction
      with or on behalf of any other person or body corporate or unincorporated
      in competition with any member of the Group directly or indirectly solicit
      or entice away from any member of the Group, any person or body corporate
      or unincorporated who now is or at any time during or at the date of the
      termination of the said employment may have been or become a customer or
      supplier or prospective customer or supplier of any member of the Group
      and with whom the Executive had personal contact or dealings during her
      said employment. 
	             
    	
	11.06	The Executive shall not at any
      time during the continuance of her employment hereunder or for a period of
      twelve (12) months thereafter solicit or entice away from any member of
      the Group or employ or otherwise engage any person who now is or at any
      time during or at the date of the termination of the said employment may
      have become an employee of any member of the Group and with whom the
      Executive had contact during her said employment, whether or not such
      person would commit any breach of her contract of employment by reason of
      leaving the service of the relevant member of the Group. 
	 
	11.07	The Executive shall not at any
      time or for any purpose after termination of her employment hereunder use
      either the English or Chinese name of the Company or any name similar
      thereto in connection with her own or any other name in any way calculated
      to suggest that she is or has been connected with the Company’s business,
      nor in any way hold herself out as having had any such connection.
    
	 
	11.08	While the restrictions contained
      in Clauses 11.01 to 11.07 are considered by the parties to be reasonable
      for the protection of the business and interest of the Group and in all
      the circumstances and do not work harshly upon the Executive 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 any such restrictions shall be adjudged to be void as
      going beyond what is reasonable in all the circumstances for the
      protection of the interests of the member(s) of the Group but would be
      valid if part of the wording thereof were deleted or the periods (if any)
      thereof were reduced or the range of products or area dealt with thereby
      were reduced in scope, the said restriction shall apply with such
      modifications as may be necessary to make it valid and effective.
    
	 
	12. 
          	INTELLECTUAL PROPERTY
      RIGHTS 
	             
    	
	12.01	The Company (or any other member
      of the Group as the case may be) shall be entitled free of charge to the
      sole ownership and exclusive use of any invention or improvement made or
      discovered by the Executive and of any copyright, design right, trade
      mark, service mark or trade name created or used by the Executive
      (hereinafter referred to as the “intellectual property rights”) in the
      course of or for the purpose of providing services hereunder to the
      Company or any other member of the Group.


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	12.02	The Executive shall forthwith and
      from time to time both during and after the term of this Agreement and at
      the request and cost of the Company, insofar as it is within her power,
      do such acts and things and execute such documents, as may in the opinion
      of the Company be reasonably necessary for obtaining letters patent,
      registration or other protection for any such intellectual property rights
      in any part of the world and shall effect such registration and vest such
      letters patent or other protection in the Company (or any other member of
      the Group as the case may be) or its nominees. The Executive irrevocably
      authorises the Company for the purposes aforesaid in the name of the
      Executive and execute any document or do anything on her behalf. The
      Executive shall at the cost and request of the Company render all
      reasonable assistance to the Company (or any other member of the Group as
      the case may be) for and in connection with the purposes aforesaid.
    
	             
    	
	12.03	The Executive shall not during or
      after the termination of the Agreement use to the detriment or prejudice
      of the Group or divulge to any person any confidential information
      concerning the intellectual property rights of the Group which may have
      come to her knowledge. 
	 
	13. 	MISCELLANEOUS

	             
    	
	13.01	This Agreement shall be in
      substitution for any subsisting agreement or arrangement (oral or
      otherwise) made between the Company and the Executive which shall be
      deemed to have been terminated by mutual consent as from the date on which
      the Executive’s employment under this Agreement commences. 
	 
	13.02	The expiration or termination of
      this Agreement howsoever arising shall not operate to affect such of the
      provisions hereof as in accordance with their terms are expressed to
      operate or have effect thereafter. 
	 
	13.03	In the event of any variation of
      the remuneration payable to the Executive hereunder being made by consent
      of the parties hereto, such variation shall not constitute a new agreement
      but (subject to any express agreement to the contrary) the employment of
      the Executive hereunder shall continue subject in all respects to the
      terms and conditions of this Agreement with such variation as
      aforesaid. 
	 
	13.04	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 facsimile number
      set out below (or such other address or facsimile number as the addressee
      has by five (5) days’ prior written notice specified to the other
      parties): 


9





	             
    	To the
      Company:  	Man Sang
      International Limited  
		  	21st Floor,
      Railway Plaza 39 Chatham Road South  
		  	Tsimshatsui,
      Kowloon Hong Kong  
		  	Fax
      number:   (852) 2317
      5243  
		  	Attention   :    Mr. Cheng Chung Hing  
	 	  
		To the
      Executive:          	Yan Sau Man
      Amy  
		  	19B, Sky
      Garden  
		  	223 Prince
      Edward Road  
		 	Kowloon, Hong
      Kong  
		  	Hong
      Kong    



	 	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, by post, two (2) clear
      business days after the date of posting, or by recorded delivery, when
      actually delivered to the relevant address; and (b) if given or made by
      facsimile, when despatched subject to receipt of machine-printed
      confirmation of error-free despatch of the whole of the notice, demand or
      communication to the facsimile number of the intended addressee.
  
	             
    	
	13.05	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. 
	 
	13.06	No failure or delay by the
      Company in exercising any right, power or remedy under this Agreement
      shall operate as a waiver thereof, nor shall any single or partial
      exercise of the same preclude any further exercise thereof or the exercise
      of any other right, power or remedy. Without limiting the foregoing, no
      waiver by the Company of any breach by the Executive of any provision in
      this Agreement shall be deemed to be a waiver of any subsequent breach of
      that or any other provision in this Agreement. 
	 
	13.07	This Agreement shall be
      governed by and construed in accordance with the laws of Hong Kong and
      the parties hereby irrevocably submit to the non-exclusive jurisdiction of
      the Hong Kong courts. 


10




IN WITNESS WHEREOF this Agreement has been executed on the day and year first
above written.

	
      SIGNED by CHENG CHUNG
      HING
for and on behalf of
      MAN SANG
INTERNATIONAL
      LIMITED
in the presence of:
      

       

       

       
	
      /s/ CHENG Chung
  Hing

	
      SIGNED by
Yan Sau Man
      Amy
in the presence of: 
	
      /s/ YAN Sau Man,
  Amy



 

 

 

 

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