Completion is conditional upon Clause Samples

Completion is conditional upon. (A) the Warranties remain true and accurate in all respects.

Completion is conditional upon. 4.1.1 the Sellers’ warranties made pursuant to this Agreement being true and accurate as of the date of this Agreement and as at Completion as if they had been repeated at Completion; 4.1.2 the Partial Offer becoming or is declared unconditional in all respects; and 4.1.3 the number of Placing Shares as determined pursuant to Clause 2.1 having an aggregate Placing Price of not less than HK$100,000.

Completion is conditional upon. 4.1.1 the Warranties remaining true and accurate and not misleading at Completion as given as of the date hereof and as of the Completion Date and as if given at all times between the date of this Agreement and the Completion Date; 4.1.2 all necessary consents required to be given by third parties to the Vendor for the consummation by the Vendor of the transactions contemplated under this Agreement having been granted (including any relevant governmental or official authorities), and being in full force and effect, for the sale and purchase of the Sale Shares and the assignment of the Loan and no applicable statute, regulation or decision which would prohibit, restrict or materially delay the sale and purchase of the Sale Shares and the assignment of the Loan after Completion having been proposed, enacted or taken by any governmental or official authority; 4.1.3 no bona fide investigation, action, suit, injunction, order or proceedings being in effect, pending or genuinely threatened as of the Completion Date before any court of competent jurisdiction or by any relevant governmental body which seeks to restrain, prohibit, impose limitations or conditions or otherwise challenge the transactions contemplated by this Agreement; and 4.1.4 the execution of a written approval by Man Sang International (B.V.I.) Limited, M▇. ▇▇▇▇▇ C▇▇▇▇ ▇▇▇▇ and M▇. ▇▇▇▇▇ Tai Po approving and/or ratifying this Agreement and the transactions contemplated herein including but not limited to the sale and purchase of the Sale Shares and the assignment of the Loan pursuant to Rule 14.44 of The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) or if required under Rule 14.67(4)(a) of the Listing Rules, the passing of an ordinary resolution by the shareholders of MSIL at a special general meeting by way of a poll (if required) to approve this Agreement and the transactions contemplated herein including but not limited to the sale and purchase of the Sale Shares and the assignment of the Loan.

Completion is conditional upon. (a) the Company having obtained the requisite shareholders' approval in respect of the transactions contemplated under this Agreement pursuant to the Listing Rules; (b) the Seller's Warranties remaining true, accurate and not misleading at Completion as if repeated at Completion and at all times between the date of this Agreement and Completion; (c) the Purchaser's Warranties remaining true, accurate and not misleading at Completion as if repeated at Completion and at all times between the date of this Agreement and Completion; and (d) the Buy-Back Agreement having become unconditional.

Completion is conditional upon. (a) the Purchaser having completed its due diligence (including without limitation, legal, financial and commercial aspects) and the results of which are, in the absolute opinion of the Purchaser, satisfactory and acceptable to the Purchaser in all respects; (b) if so required, passing of necessary resolutions by shareholders of the Purchaser at a general meeting approving (i) this Agreement and the transactions contemplated herein and (ii) the allotment and issue of the Consideration Shares to the Vendors credited as fully paid; (c) all necessary consents permits and approval (whether governmental, regulatory or otherwise) as may be required under PRC laws, regulations and rules in respect of this Agreement, the allotment and issue of the Consideration Shares and the transactions contemplated hereunder having been obtained by the Purchaser; (d) all necessary consents permits and approval (whether governmental, regulatory or otherwise) as may be required in respect of the sale and purchase of the Sale Interests and/or the change of control of the Company having been obtained from the relevant PRC governmental authorities, including but not limited to the new business license for the Company; (e) the Purchaser having obtained a legal opinion issued by a lawyer (acceptable to the Purchaser) qualified to practice PRC securities laws (which form and contents are satisfactory and acceptable to the Purchaser at its absolute discretion) in respect of: (i) the legality and validity of this Agreement and the transactions contemplated herein; (ii) the completion of all necessary procedures and obtaining of all necessary approvals regarding the sale and purchase of the Sale Interests; (iii) no change in the permitted scope business of the Company after the transfer of the Sale Interests; (iv) all other matters reasonably requested by the Purchaser; (f) the Purchaser having obtained a legal opinion issued by a PRC legal counsel (which form and contents are satisfactory and acceptable to the Purchaser at its absolute discretion) in respect of: (i) the legality and validity of this Agreement; (ii) the completion of all necessary procedures and obtaining of all necessary approvals regarding the acquisition of the Sale Interests; and (iii) all other matters reasonably requested by the Purchaser; (g) the Purchaser having obtained a consent letter duly signed by all shareholders and person who has any direct or indirect interest in the registered capital of the Company waiv...

Completion is conditional upon. (a) all the assets of a total value of not less than RMB6 million, which the Purchaser shall in its sole and absolute discretion at any time after signing of this Agreement request the Vendors to procure transfers into Shanghai Control Tech, having been legally and validly transferred to Shanghai Control Tech and such transfers having been verified by the Purchaser or an auditor appointed by the Purchaser; (b) Shanghai Control Tech having been granted with all licences, approvals and permits to operate manufacturing business in the PRC from the relevant PRC government authorities; (c) the Purchaser having completed its due diligence (including without limitation, legal, financial and commercial aspects) in respect of the Company and all members of the Group referred to in CLAUSE 3.3 below and the results of which are, in the absolute opinion of the Purchaser, satisfactory and acceptable to the Purchaser in all respects; (d) the Purchaser having obtained a legal opinion issued by a lawyer (acceptable to the Purchaser) qualified to practise PRC laws (which form and contents are satisfactory and acceptable to the Purchaser at its absolute discretion) confirming : (i) due establishment of Shanghai Control Tech; (ii) legality of the business being carried by Shanghai Control Tech; (iii) validity of the licences, approvals and permits having obtained by and granted to Shanghai Control Tech and there is not any event which may cause suspension, forfeiture or cancellation of such licences, approvals and permits; (iv) the registered capital of Shanghai Control Tech having been paid up by Control Tech and Beijing Control Tech; (v) legality, enforceability and due completion of all agreements which are necessary for the fulfillment of the condition precedent mentioned in CLAUSES 3.1 (A); (vi) legality and validity of the transfers of all the assets mentioned in CLAUSES 3.1 (A) to Shanghai Control Tech; (vii) Control Tech is the owner of 90% interest in Shanghai Control Tech and such interest is free from all Encumbrances; (viii) the joint venture agreement and the articles of association of Shanghai Control Tech having been varied to the effect that Shanghai Control Tech shall have 5 directors, 3 of them to be nominated by Control Tech and 2 of them to be nominated by Beijing Control Tech, and Control Tech shall be entitled to nominate the chairman and the legal representative of Shanghai Control Tech and such varied joint venture agreement and varied articles of ass...

Completion is conditional upon. 3.1.1 the passing of the Resolution by all the shareholders of the Purchaser; 3.1.2 the execution by ▇▇ ▇▇▇▇▇▇▇▇▇ of the Deed of Covenant; 3.1.3 the execution of a Deed of Waiver by each person who holds an option under the Company's Employee Share Option Scheme adopted on 26 July 1995; and 3.1.4 receipt by Speciality Care (REIT Homes) Limited of not less than the sum of (pound)258,616, being rent deposits to be released to it by Principal Healthcare Finance Limited relating to Weald Hall Nursing Home and Catchpole Court.

Completion is conditional upon. (a) the Executive having approved the buy-back of the Buy-Back Shares by the Company pursuant to the Buy-Backs Code (and such approval not having been withdrawn) and the condition(s) of such approval, if any, having been satisfied; (b) the Buy-Back having been approved by at least three-fourths of the votes cast on a poll by the disinterested shareholders (as defined under the Buy-Backs Code) in attendance in person or by proxy at a general meeting of Shareholders duly convened and held to consider, among other things, the Buy-Back pursuant to the Buy-Backs Code; (c) the Seller's Warranties remaining true, accurate and not misleading at Completion as if repeated at Completion and at all times between the date of this Agreement and Completion; (d) the Purchaser's Warranties remaining true, accurate and not misleading at Completion as if repeated at Completion and at all times between the date of this Agreement and Completion; and (e) the Sale and Purchase Agreement having become unconditional.

Completion is conditional upon. (1) Wuhan Youji being satisfied at its sole and absolute discretion with the results of the legal opinion under Clause 3.1.(3), indemnification statement under 3.1.(4), and cancellation of 747,751 CGRH shares under Clause 3.1.(5) ; (2) Cougar being satisfied at their sole and absolute discretion with the results of Accounts under Clause 3.1(1), and the review to be conducted under Clause 3.1(2); (3) Wuhan Youji’s Warranties remaining true and accurate in all respect; (4) Cougar’s Warranties remaining true and accurate in all respect; (5) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (6) the parties shall have received all authorizations, consents, and approvals of governmental authorities and third parties that are necessary in order to complete the transactions contemplated hereby.