Completion of the Subscription Clause Samples

Completion of the Subscription. 7.1 Completion of the Subscription shall take place on the second Business Day after the date upon which the last of the Conditions to be satisfied shall have been so satisfied (provided that the Vendor and the Company shall use all reasonable endeavours to procure that it shall take place on a date no later than a date falling 14 days after the date of this Agreement) or such other time and/or date as the Vendor and the Company may agree in writing. 7.2 At completion of the Subscription, the Vendor shall pay or shall procure the payment of the Subscription Monies by electronic funds transfer in the amount thereof. 7.3 Against compliance with the provisions of Clause 7.2, the Company shall: 7.3.1 forthwith duly allot and issue to the Vendor (or as it may direct) the Subscription Shares and shall promptly register without registration fee the Vendor and/or its nominees as members in respect of the Subscription Shares; and 7.3.2 at the option of the Vendor, either (i) deliver to the Vendor (or as it may direct) the definitive certificates in respect of the Subscription Shares in favour of the Vendor and/or its nominees or (ii) deposit the same into the account of the relevant Participant with whom the Vendor has accounts in accordance with the Vendor’s instructions.

Completion of the Subscription. Completion of the Subscription will take place on the 10 business days after the conditions of the Subscription are fulfilled (or such other date as may be agreed between the parties). Application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Consideration Shares.

Completion of the Subscription. Subject to the fulfilment of the conditions set out in Clause 3.1, completion of the Subscription shall take place at ▇▇/▇., ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇-▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, Hong Kong on the Completion Date or such other time as the Parties may agree, at which time: (a) the Company shall: (i) allot and issue to the Subscriber (or as it may direct) the Subscription Shares and shall promptly thereafter register the Subscriber and/or its nominee(s) as member(s) of the Company and shall cause to be delivered to the Subscriber definitive certificates of title in respect thereof in the name of the Subscriber or as it may direct in board lots (or as nearly as practicable) or as the Subscriber may otherwise direct; (ii) deliver to the Subscriber a copy of the minutes of the extraorindary general meeting of the Company approving this Agreement, the Capitalisation, the issue of the Subscription Shares and the transactions contemplated hereunder as set out in Clause 3.1(c); (iii) deliver to the Subscriber a copy of the approval from the Stock Exchange for the listing of, and permission to deal in, the Subscription Shares; (iv) deliver to the Subscriber a copy of the resolutions of the board of directors of the Company approving the execution and performance of this Agreement, the Capitalisation, and the issue and allotment of the Subscription Shares; (v) deliver to the Subscriber one original counterpart of the Deed of Settlement; and (b) the Subscriber shall (i) deliver to the Company one original counterpart of the Deed of Settlement; and (ii) deliver to the Company the application for shares in relation to the Subscription Shares.

Completion of the Subscription. Subject to fulfillment of the conditions of the Subscription Agreement, completion of the Subscription will take place on the third Business Day after the conditions set out in the Subscription Agreement have been satisfied (or such other date as the parties may otherwise agree).

Completion of the Subscription. 4.1 Completion of the Subscription shall take place on the second Business Day after the date upon which the last of the Conditions to be satisfied shall have been so satisfied, provided that it shall take place on a date no later than a date falling 14 days after the date of this Agreement (or such other time and/or date as the Subscriber and the Company may agree in writing). 4.2 At completion of the Subscription, the Subscriber shall deliver to the Company application for the Subscription Shares agreed to be subscribed under this Agreement and shall pay or shall procure the payment of the Subscription Monies by electronic funds transfer or such other manner as instructed by the Company in the amount thereof. 4.3 Against compliance with the provisions of Clause 4.2, the Company shall: 4.3.1 forthwith duly allot and issue to the Subscriber (or as it may direct) the Subscription Shares and shall promptly register without registration fee the Subscriber and/or its nominees as members in respect of the Subscription Shares; and 4.3.2 at the option of the Subscriber, either: (i) deliver to the Subscriber (or as it may direct) the definitive certificates in respect of the Subscription Shares in favour of the Subscriber and/or its nominees; or (ii) deposit the same into the account of the relevant Participant with whom the Subscriber has accounts in accordance with the Subscriber’s instructions. 4.4 Upon completion of the Subscription, the Company shall reimburse to the Subscriber the expenses properly incurred by the Subscriber in connection with the Placing, including without limitation the transaction fee and equity structuring fee payable to the Placing Agent, stamp duty, the SFC transaction levy, the Stock Exchange trading fee and such other costs and expenses as set out in clause 5.1 of the Placing Agreement. 4.5 In the event that completion of the Placing Agreement does not occur in accordance with its terms, the Company shall reimburse the Subscriber any legal fees and out-of-pocket expenses which the Subscriber shall be obliged to pay in connection with the Placing and this Agreement.

Completion of the Subscription. Completion of the Subscription will take place on the third business days after the conditions of the Subscription are fulfilled (or such other date as may be agreed between the parties). Application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Conversion Shares. No application will be made for listing of, or permission to deal in, the Convertible Note on the Stock Exchange or any other stock exchange.

Completion of the Subscription. The completion of the Subscription will take place at a date and time to be agreed between the Vendor and the Company following the satisfaction or the waiving of all the conditions referred to above and in any event shall take place not later than 14 days falling immediately after the date of the Agreement (unless otherwise agreed between the Vendor and the Company). If the conditions are not fulfilled or waived within 14 days after the date of the Agreement (or such later date as agreed by the Vendor and the Company), the Subscription shall lapse. If the Subscription cannot be completed within 14 days after the date of the Agreement but the Vendor and the Company agree to extend the completion to a later date, the Company shall, unless otherwise agreed with the Stock Exchange, complete the Subscription in accordance with the connected transactions requirement as prescribed in the Listing Rules. The shareholding of the substantial shareholders (as defined in the Listing Rules) in the Company immediately before the Sale, immediately after the Sale but before the Subscription, and immediately after the Sale and the Subscription are as follows: Ratagan International Company Limited (Note 1) 172,380,000 172,380,000 172,380,000 48.77% 48.77% 46.34% The Vendor (Note 2) 37,620,000 9,120,000 27,620,000 10.64% 2.58% 7.43% The Vendor is a substantial shareholder of the Company immediately before the Sale but will cease to be a substantial shareholder of the Company following the Sale and the Subscription. The net proceeds of the Subscription will amount to approximately HK$31 million in cash. The Company intends to use it for further expansion of the Group’s distribution and retail network in mainland China. Application will be made for the listing of, and permission to deal in, the Subscription Shares.

Completion of the Subscription shall take place at the office of Subscriber's counsel, ▇▇▇▇▇▇ & ▇▇▇▇▇, ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇ on February 8, 1995.

Completion of the Subscription. Subject to satisfaction of the conditions precedent in the Subscription Agreement, completion of the Subscription will take place by no later than 20 January 2009 or such other date the Company and the Subscriber may agree.