DATED CHINA CORD BLOOD CORPORATION and SERVICE AGREEMENT
DATED
CHINA
CORD BLOOD CORPORATION
and
[___________]
_______________________________
_______________________________
INDEX
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Clause
|
Subject
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Page
No
|
|
1.
|
DEFINITIONS
AND INTERPRETATION
|
1
|
|
2.
|
APPOINTMENT
|
4
|
|
3.
|
TERM
OF APPOINTMENT AND CONDITION PRECEDENT
|
4
|
|
4.
|
POWERS,
DUTIES AND WORKING HOURS
|
4
|
|
5.
|
REPORTING
|
5
|
|
6.
|
OUTSIDE
INTERESTS
|
5
|
|
7.
|
MEMBERS
OF THE GROUP
|
6
|
|
8.
|
REMUNERATION
|
6
|
|
9.
|
LEAVE
AND PAYMENTS DURING ABSENCE ON MEDICAL GROUNDS
|
7
|
|
10.
|
OTHER
BENEFITS
|
8
|
|
11.
|
OBLIGATION
TO PROVIDE WORK
|
9
|
|
12.
|
TERMINATION
|
9
|
|
13.
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RECEIPT
OF PAYMENTS AND BENEFITS FROM THIRD PARTIES
|
14
|
|
14.
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CONFIDENTIALITY
|
15
|
|
15.
|
INVENTIONS,
PATENTS AND OTHER INDUSTRIAL OR INTELLECTUAL PROPERTY
|
16
|
|
16.
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RESTRICTIVE
COVENANTS
|
17
|
|
17.
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SEVERABILITY
|
20
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|
18.
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ASSIGNMENT
|
20
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|
19.
|
ENTIRE
AGREEMENT
|
20
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20.
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PRIOR
OBLIGATIONS
|
21
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|
21.
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NOTICES
|
21
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22.
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GENERAL
|
22
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23.
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GOVERNING
LAW AND JURISDICTION
|
22
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THIS AGREEMENT is made on
_______, _______.
BETWEEN:
|
(1)
|
CHINA CORD BLOOD CORPORATION,
a company incorporated under the laws of Cayman Islands with its
registered office at Codan Trust Company (Cayman) Limited, Cricket Square,
▇▇▇▇▇▇▇▇ Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands and
in Hong Kong at 48/F, Bank of ▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇ (the “Company”); and
|
|
(2)
|
_____________ of
_________________________________________
(“Executive”).
|
RECITALS:
|
(A)
|
The
Company is engaged in the provision of cord blood stem cells storage
services (“Business”) and wishes to retain the full-time services of the
Executive.
|
|
(B)
|
The
Executive has agreed to serve the Company as ________________ of the
Company on the terms and conditions set out
herein.
|
IT
IS AGREED as follows:
|
1.
|
DEFINITIONS
AND INTERPRETATION
|
|
1.1
|
In
this Agreement, unless the context otherwise requires, the following words
and expressions shall have the following
meanings:
|
|
“Accrued
Obligations”
|
has
the meaning set forth in clause 12.4(a) of this
Agreement;
|
|
“Affiliates”
|
has
the meaning as defined in Rule 405 under the Securities
Act;
|
|
“Appointment”
|
the
appointment by the Company of the Executive pursuant to this
Agreement;
|
|
“Board”
|
the
board of directors from time to time of the Company;
|
|
“Business
Combination”
|
has
the meaning set forth in clause 12.4(b)(iii);
|
|
“Business
Day”
|
a
day on which banks are open for business in Hong Kong;
|
|
“Change
of Control Termination”
|
has
the meaning set forth in clause 12.4(c) of the
Agreement;
|
|
“Confidential
Information”
|
the
business plans, financial information, operational methods, technical
processes, inventions, customer and supplier lists and other trade
secrets, know-how or confidential information of the Company and any
member of the Group whether relating to the Business or which the Company
and any member of the group has obtained from any third party on terms
that restrict its disclosure or use, other confidential technical
information, any of the trade secrets, clients’ list, accounts, financial
or trading information or other confidential or personal information which
the Executive may receive or obtain in relation to the business, finances,
dealings or affairs of the Group or any principal, joint venture partner,
contracting party or client of the Group including any information
regarding the products, services, research program, projects or other
technical data, knowhow or specifications, whether in human or machine
readable form and whether stored electronically or otherwise, or the
finances, proposals, contractual arrangements, principals, joint venture
partners, contracting parties, clients, employees or agents of the
Group;
|
- 1
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|
“Constructive
Termination”
|
has
the meaning set forth in clause 12.4(d) of this
Agreement;
|
|
“Designated
Stock Exchange”
|
the
exchange on which shares of the Company are traded;
|
|
“Group”
|
the
Company and its Subsidiaries;
|
|
the
Hong Kong Special Administrative Region of the PRC;
|
|
|
“Independent
Shareholders”
|
holders
of ordinary shares in the Company other than the Executive and his
Affiliates;
|
|
“Intellectual
Property”
|
includes
(collectively with all Inventions) all discoveries, concepts, formats,
suggestions, developments, arrangements, packages, programs, trade marks,
trade names, copyrights, designs, know how, goodwill, reputation, get-up,
logos, plans, models and other industrial or intellectual
properties;
|
|
“Inventions”
|
includes
all processes, inventions and improvements;
|
|
“Involuntary
Termination”
|
has
the meaning set forth in clause 12.4(e) of the
Agreement;
|
|
“Person”
|
has
the meaning set forth in clause 12.4(b)(ii) of this
Agreement;
|
|
“PRC”
|
the
People’s Republic of China;
|
- 2
-
|
“Relevant
Intellectual Property”
|
all
Intellectual Property produced, invented or discovered by the Executive
either alone or with any other person at any time now or hereafter during
the continuance in force of this Agreement (whether or not in the course
of his employment hereunder) which is Intellectual Property of the kind
produced at any such time by the Company or any member of the Group and
not copied from others, or relates directly or indirectly to the business
of the Company or any member of the Group or which may in the opinion of
the Company be capable of being used or adapted for use therein or in
connection therewith;
|
|
“Severance
Benefit”
|
has
the meaning set forth in clause 12.3(a)(ii) of this
Agreement;
|
|
“Subsidiary”
|
in
relation to a Person, a corporation or other entity a majority of whose
outstanding voting stock or voting power is beneficially owned directly or
indirectly by the Person;
|
|
|
|
|
“Term”
|
the
term of the Executive’s appointment under this Agreement until its expiry
or termination pursuant to clause 3 or 12;
|
|
“U.S.”
|
United
States of America; and
|
|
“US$”
|
United
States dollars.
|
|
1.2
|
Reference
to any statute or statutory provision includes a reference to that statute
or statutory provision as from time to time amended, consolidated,
extended and re-enacted, or as its operation is modified by any other
statute or statutory provision (whether with or without modification), and
shall include any subsidiary legislation enacted under the relevant
statute.
|
|
1.3
|
References
to the singular include the plural; references to any one gender shall
include every gender; references to persons shall include bodies corporate
and unincorporate; and (in each case) vice
versa.
|
|
1.4
|
References
to parties and clauses are respectively to the parties and clauses to this
Agreement.
|
|
1.5
|
Headings
used in this Agreement are for convenience only and shall not affect its
interpretation.
|
- 3
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|
2.
|
APPOINTMENT
|
|
2.1
|
The
Company hereby engages the Executive and the Executive agrees to serve the
Company as ___________________ and in such capacity to perform the duties
and exercise the powers from time to time assigned to or vested in him by
the Board or in such other capacity of like status as the Board may
require.
|
|
3.
|
TERM
OF APPOINTMENT AND CONDITION
PRECEDENT
|
Subject to clause 12 and the terms and
conditions of this Agreement, the term of thisAgreement shall be three years
commencing from the date of this Agreement and willbe automatically
renewed.
|
4.
|
POWERS,
DUTIES AND WORKING HOURS
|
|
4.1
|
During
the Term the Executive shall:
|
|
|
(a)
|
serve
the Company in the capacity of ________________ of the Company and shall
serve any other member of the Group as required by the Board and shall in
such capacity contribute to the overall policy making, management and
business development of the Group as the Board may reasonably
direct;
|
|
|
(b)
|
unless
prevented by ill health or accident devote the whole of his time,
attention and abilities exclusively and diligently to carrying out his
duties hereunder;
|
|
|
(c)
|
carry
out his duties in a proper and efficient manner and use his best endeavors
to promote and maintain the interests and reputation of the
Group;
|
|
|
(d)
|
exercise
such powers and perform such duties in relation to the business and
operations of the Group as may from time to time be vested in or assigned
to him by the Board; such powers and duties may from time to time fall
outside the normal ambit of the Executive’s position but will not be
duties inappropriate to the Executive’s
status;
|
|
|
(e)
|
comply
with all reasonable directions from time to time given to him by the Board
and with all rules and regulations from time to time laid down by the
Company concerning its employees which are consistent with this
Agreement;
|
|
|
(f)
|
work
at such location in the territory of Hong Kong and/or the PRC and/or any
part of the world as the Company shall require from time to time and, if
the Company shall so require for this purpose, move to and reside at such
location;
|
|
|
(g)
|
travel
to such places (whether within or outside the territory of Hong Kong or
the PRC) in such manner and on such occasions as the Group may from time
to time reasonably require;
|
|
|
(h)
|
ensure
that the requirements of the United States Securities Act of 1933, as
amended (the “Securities Act”), the United States Securities Exchange Act
of 1934, as amended (the “Exchange Act”), and all other U.S. securities
laws, rules and regulations, including rules of the Designated Stock
Exchange, from time to time in force are duly complied with by the
Company; and
|
- 4
-
|
|
(i)
|
at
all times keep the Board promptly and fully informed of all matters
relating to or in connection with the performance of his duties in
relation to the Company.
|
|
4.2
|
The
Executive’s normal working hours shall be from 9:00 a.m. to 5:30 p.m.
Monday to Friday (inclusive) together with such additional hours outside
those hours or on Saturdays or Sundays or during holidays as in the
opinion of the Company are reasonably necessary for the proper performance
of the Executive’s duties.
|
|
4.3
|
The
Company may from time to time and at any time assign any title to the
Executive and any other duties to the Executive in addition to or in
substitution of any title then held by the Executive and the duties (if
any) then assigned to him.
|
|
4.4
|
The
Executive shall be required to devote his full time, attention and
abilities to his duties under this Agreement and to act in the best
interests of all members of the Group at all
times.
|
|
5.
|
REPORTING
|
The
Executive shall report to the Board and shall at all times keep the Board fully
informed of his activities and shall promptly provide such information and
explanations as may be requested from time to time by the Board.
|
6.
|
OUTSIDE
INTERESTS
|
|
6.1
|
The
Executive shall not at any time during the Term without the prior
notification to and sanction by the Board be or become a director of any
company (other than any members of the Group) or be directly or indirectly
engaged or concerned or interested in any other companies which carries on
business of a similar nature to the
Business.
|
|
6.2
|
Nothing
in this Agreement shall prevent the Executive
from:
|
|
|
(a)
|
being
engaged, concerned, interested in any other business, trade or occupation
with the prior notification to and sanction by the Board;
or
|
|
|
(b)
|
holding
or being beneficially interested in less than 5% in any class of
securities in any company if such class of securities is listed on a stock
exchange or the relevant company does not carry on any business which
competes with the Business of the
Group.
|
|
6.3
|
The
following provisions shall apply in relation to any application for
consent under clause 6.2(a):
|
|
|
(a)
|
the
Executive shall furnish to the Board a description of the nature of the
business, trade or occupation in which he intends to engage, the nature of
the duties required and information as the Board may require from time to
time; and
|
- 5
-
|
|
(b)
|
the
Executive shall (as a condition precedent to such consent) furnish to the
Board an undertaking that the matter represented in the statement referred
to in clause 6.3(a) will at all times during the Term remain correct and
accurate and that he will not during the Term act in variance
thereof.
|
|
7.
|
MEMBERS
OF THE GROUP
|
Without
prejudice to the Executive’s rights under this Agreement the Company shall be
entitled to second the Executive’s services on a full or part time basis to any
member of the Group and the Executive shall hold such offices with the relevant
member of the Group for such periods as the Company may require.
|
8.
|
REMUNERATION
|
|
8.1
|
During
the continuance of the Term the remuneration of the Executive shall
be:
|
|
|
(a)
|
Salary
|
|
|
(i)
|
A
salary of HK$___________ per month.
|
|
|
(ii)
|
Such
salary shall be payable in arrears at the end of each calendar month
during the Term or, if the date of payment is not a Business Day, on the
immediately preceding Business Day. Such payment date may be
varied by the Board from time to time but so that the salary of the
Executive for a particular calendar month shall not be paid later than the
last day of that calendar month.
|
|
|
(iii)
|
During
the continuance of the Term, on the completion of each 12 months of
service, the Executive shall be entitled to an additional payment in an
amount equal to the then current monthly salary. Such additional salary
shall be payable at the same time when salary for the twelfth month shall
be paid in accordance with sub-clause
8.1(a)(ii).
|
|
|
(iv)
|
The
salary of the Executive shall be subject to review by the Board on an
annual basis and may be increased as the Board may determine in its
absolute discretion. Without the express prior written consent of the
Executive, the Company shall not reduce the salary of the
Executive.
|
|
|
(b)
|
Bonus
|
A bonus
in such sum and payable at such time or times as the Board may in its absolute
discretion determine.
|
|
(c)
|
Share
Options
|
The
Company may offer share options, restricted shares, performance shares, etc to
the Executive pursuant to the executive / employee share option scheme adopted
or to be adopted by the Company; provided always that the amount of the options
offered, the option price and the date of grant shall be determined by the Board
after all necessary regulatory and other consents, approvals and authorizations
have been obtained.
- 6
-
|
8.2
|
Notwithstanding
anything to the contrary contained in the articles of association of the
Company or of any member of the Group the Executive shall not be entitled
to any remuneration or any payment whatsoever as an officer or employee of
the Company or of any member of the Group in addition to that specified in
this Agreement.
|
|
8.3
|
The
Company shall reimburse the Executive all out-of-pocket expenses
reasonably incurred by the Executive in carrying out his duties in
connection with the business of the Company or of any member of the Group
upon production of the relevant invoices and
receipts.
|
|
8.4
|
The
Company shall be entitled to deduct from the Executive’s salary under
sub-clause 8.1(a) and/or bonus under sub-clause 8.1(b) all sums from time
to time owing from the Executive to the Company or to any member of the
Group.
|
|
8.5
|
The
Executive shall not vote (nor be counted in the quorum) on any resolution
of the Board regarding the determination of the annual revision, if any,
to the Executive’s annual salary and/or bonus under sub-clauses 8.1(a) and
(b).
|
|
9.
|
LEAVE
AND PAYMENTS DURING ABSENCE ON MEDICAL
GROUNDS
|
|
9.1
|
Leave
|
|
|
(a)
|
The
Executive shall (in addition to statutory and bank holidays in Hong
Kong) be entitled after completion of each year of the
Appointment to 14 working days’ paid leave, which shall be taken at such
time or times as may be approved by the Board. Accrued paid
leave may be carried forward up to a maximum of 15 working days for each
completed year or, at the option of the Board, a payment in lieu thereof
to be agreed in writing between the Board and the Executive shall be made
to the Executive.
|
|
|
(b)
|
If
the Appointment of the Executive is to
terminate:
|
|
|
(i)
|
on
the completion of any year of service, the Executive shall be entitled to
take his leave immediately prior to the end of such year of service
notwithstanding that at that time the year of service shall not have been
completed; or
|
|
|
(ii)
|
during
any year of service (for any reason other than termination pursuant to
sub-clauses 12.1(b)(i), (ii) and (iii)) the Executive shall be entitled to
an amount of leave proportionate to the part of the year during which he
has been employed by the Company, such leave to be taken immediately prior
to the termination of the
Appointment.
|
|
|
(c)
|
If
for any reason the Executive shall not have taken his full entitlement of
leave in any one year he shall not have any claim against the Company in
respect thereof nor, unless the reason is the exigency of the Company’s
business (of which the Company shall be the sole judge), shall he be
entitled to additional leave in any year in respect of leave not taken in
previous years.
|
- 7
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|
9.2
|
Payments during
absence on medical grounds
|
|
|
(a)
|
The
Company shall continue to pay the Executive his full remuneration during
any period of absence by the Executive on medical grounds up to a maximum
of 30 working days in any period of 12 months; provided that the Executive
shall, if required, supply the Company with medical certificates covering
his period or periods of absence.
|
|
|
(b)
|
If
the absence of the Executive was or appeared to be occasioned by
actionable negligence of a third party in respect of which damages are or
may be recoverable, the Executive shall forthwith notify the Company of
the relevant circumstances and of any claim, compromise, settlement or
judgment made or awarded in connection therewith and shall give to the
Company all such particulars of such matter as the Company may
require. If the Company shall so require, the Executive shall
pay over to the Company such sum as he may recover in respect of such
claim, compromise, settlement or judgment less any fees, expenses and
other outgoings paid or incurred or to be paid or incurred by the
Executive in connection therewith, provided that the maximum amount so
payable by the Executive to the Company hereunder shall be that paid by
the Company to the Executive under sub-clause 9.2(a) in respect of his
period or periods of absence.
|
|
|
(c)
|
The
Company may at its expense at any time, whether or not the Executive is
then absent on medical grounds, require the Executive to submit to such
medical examinations and tests by doctors nominated by the
Company.
|
|
10.
|
OTHER
BENEFITS
|
|
10.1
|
The
Executive shall also be entitled to the following benefits, subject to
determination by the Board as to the appropriate level of cost for each
item.
|
|
|
(a)
|
Business and Related
Expenses
|
|
|
(i)
|
The
following arrangements shall apply whenever the Executive is required to
travel outside the location where he is based in the performance of his
duties under this Agreement:
|
|
|
(1)
|
full
reimbursement shall be made to the Executive for meal expenses properly
and reasonably incurred by him;
|
|
|
(2)
|
full
reimbursement shall be made to the Executive for all travel expenses
properly and reasonably incurred by
him.
|
|
|
(ii)
|
All
reasonable traveling, entertainment and other expenses reasonably incurred
by the Executive in the proper performance of his duties under this
Agreement, a monthly account of which accompanied by supporting vouchers,
shall be rendered by the Executive to the Company and the Company shall be
entitled to withhold or reclaim payment of any such expenses which in the
opinion of the Board have not been reasonably or properly
incurred. The Board shall consider the relevant accounts within
a reasonable time after they have been rendered and indicate its approval
or disapproval. The expenses shall be paid or reimbursed not
more than 21 Business Days after the approval by the Board of the relevant
accounts.
|
- 8
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|
|
(b)
|
Medical and Dental
Expenses
|
The
Executive is entitled to such medical and dental coverage (if any) as provided
for under the insurance taken out by the Company.
|
|
(c)
|
Directors’ and
Officers’ Liability
Insurance
|
The
Company shall during the continuance of the Term provide to the Executive
insurance cover under directors’ and officers’ liability insurance policy
subscribed to by the Company, on such terms and conditions as the Board may
prescribe and subject further to the terms of the policy issued by its
underwriter. The Company shall punctually pay all premiums payable on
such policy.
|
11.
|
OBLIGATION
TO PROVIDE WORK
|
|
11.1
|
There
shall be no obligation on the Company to provide work for the Executive
and if during the continuance of the Appointment the Company or any member
of the Group does not provide the Executive with any work for a certain
period then during such period, the
Executive:
|
|
|
(a)
|
shall
not be entitled to access to any premises or offices of the Company or any
member of the Group; and
|
|
|
(b)
|
shall
continue to receive his full remuneration and other benefits for or in
respect of such period payable
hereunder.
|
|
12.
|
TERMINATION
|
|
12.1
|
Termination by the
Company
|
|
|
(a)
|
This
Agreement may be terminated by the Board at any time (i) in the event of
the Executive’s death; or (ii) if the Executive shall at any time during
the Term become physically or mentally disabled whether totally or
partially so that he is substantially unable to perform his services
hereunder for a period of or periods aggregating 90 days in the
immediately preceding twelve (12) months (and in this case the Company may
at any time after the accrual of 90 days in the period or periods
aforesaid by written notice to the Executive terminate the Appointment
whether forthwith or at a date specified in the notice of
termination).
|
- 9
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|
(b)
|
In
addition to the circumstances set forth in clause 12.1(a), this Agreement
may be terminated by the Company at any time without prior notice, if the
Executive shall at any time during the
Term:
|
|
|
(i)
|
be
convicted of any offence (other than a traffic offence) involving the
property of the Company or any member of the Group, or any other criminal
offence (other than an offence which in the reasonable opinion of the
Board does not affect his position in the
Company);
|
|
|
(ii)
|
have
committed, repeated or continued (after warning) any irredeemable,
persistent or material breach of his obligations or any of the provisions
of this Agreement;
|
|
|
(iii)
|
be
guilty of willful neglect, fraud or dishonesty in the discharge of his
duties under this Agreement, or any grave misconduct which in the absolute
opinion of the Board tends to bring himself or the Company or any member
of the Group into disrepute;
|
|
|
(iv)
|
have
committed an act of bankruptcy or compounded with his creditors generally
or be guilty of conduct which would make his continued Appointment
prejudicial to the best interests of the Company or any member of the
Group;
|
|
|
(v)
|
be
disqualified to act as a director of the Company under any applicable law,
rules or regulations;
|
|
|
(vi)
|
be
absent (other than in accordance with clause 9) for an aggregate period of
14 working days without prior notice to the
Board;
|
|
|
(vii)
|
be
in any material or persistent deviation from any matter or circumstances
represented by him in the statement referred to in clause
6.3(a);
|
|
|
(viii)
|
be
in material breach of any of the terms of the undertaking referred to in
clause 6.3(b);
|
|
|
(ix)
|
be
in material breach of any terms or conditions of this Agreement;
or
|
|
|
(x)
|
have
committed or failed to commit any other act, which commission or failure
would entitle the Company to terminate this Agreement without notice at
common law.
|
|
|
(c)
|
Notwithstanding
anything herein to the contrary, this Agreement may be terminated by the
Company at any time, without cause, with no less than thirty (30) days’
advance notice to the Executive.
|
|
12.2
|
Termination by the
Executive
|
|
|
(a)
|
This
Agreement may be terminated by the Executive in the event of a
Constructive Termination.
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- 10
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(b)
|
Notwithstanding
anything herein to the contrary, this Agreement may be terminated by the
Executive at any time, without cause, with no less than ninety (90) days’
advance notice to the Company.
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|
12.3
|
Benefits upon
Termination
|
|
|
(a)
|
If
this Agreement is terminated for any reason by the Company or by the
Executive (in such a case, the date on which the Executive’s employment by
the Company terminates is referred to as the “Severance Date”), the
Company shall have no further obligation to make or provide to the
Executive, and the Executive shall have no further right to receive or
obtain from the Company, any payments or benefits or compensation or
damages except as follows:
|
|
|
(i)
|
The
Company shall pay the Executive (or, in the event of his death, the
Executive’s estate) his Accrued
Obligations;
|
|
|
(ii)
|
In
the event of an Involuntary Termination, each outstanding option,
restricted stock award or other stock-based award granted by the Company
to the Executive shall be automatically accelerated so that such award
shall be vested in full as of the Severance Date;
and
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|
|
(iii)
|
In
the event of a Change of Control Termination, the Company shall pay the
Executive in one lump sum, subject to tax withholding and other authorized
deductions, an amount equal to US$5 million (the “Severance Benefit”),
subject to the Executive’s execution of the documents in accordance with
clause 12.5(b).
|
|
|
(b)
|
Notwithstanding
the foregoing provisions of this clause 12.3, if any of the events set
forth in clause 12.1(b), which give rise to the Company’s option to
terminate this Agreement, shall have occurred prior to the Severance Date
or if the Executive shall be in breach of clauses 14, 15 or 16 (whether
prior to or after the Severance Date) (x) the Executive shall not be
entitled to claim any compensation or damages for or in respect of or by
reason of such termination and (y) the Executive shall no longer be
entitled to the additional benefits prescribed by clause
12.3(a)(ii).
|
|
|
(c)
|
The
Executive agrees that the payments contemplated by this clause 12.3 (and
any applicable acceleration of vesting of an equity-based award in
accordance with the terms of such award in connection with the termination
of the Executive’s Appointment) shall constitute the exclusive and sole
remedy for the Executive and the Executive covenants not to assert or
pursue any other remedies, at law or in equity, with respect to any
termination of the Appointment. The Company and the Executive acknowledge
and agree that there is no duty of the Executive to mitigate damages under
this Agreement. All amounts paid to the Executive pursuant to clause 12.3
shall be paid without regard to whether the Executive has taken or takes
actions to mitigate
damages.
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12.4
|
Certain Defined
Terms
|
For
purposes of this clause 12:
|
|
(a)
|
“Accrued
Obligations” means:
|
|
|
(i)
|
Any
salary under clause 8.1(a) for or in respect of the then current year of
service that had actually accrued but had not been paid (including accrued
and unpaid vacation time) on or before the Severance
Date;
|
|
|
(ii)
|
Any
bonus payable pursuant to clause 8.1(b) to the extent earned by but not
previously paid to the Executive;
and
|
|
|
(iii)
|
Any
reimbursement due to the Executive pursuant to clause 10.1(a) for expenses
incurred by the Executive on or before the Severance
Date.
|
|
|
(b)
|
“Change
of Control” shall mean the first to occur of any of the following events
after the commencement of the Term:
|
|
|
(i)
|
Approval
by shareholders of the Company (or, if no shareholder approval is
required, by the Board alone) of the complete dissolution or liquidation
of the Company, other than in the context of a Business Combination that
does not constitute a Change in Control under paragraph (iii)
below;
|
|
|
(ii)
|
The
acquisition by any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Exchange Act, referred to herein as a
“Person”) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 50% or more of either (1) the
then-outstanding ordinary shares of the Company (the “Outstanding Company
Common Shares”) or (2) the combined voting power of the then-outstanding
voting securities of the Company entitled to vote generally in the
election of directors (the “Outstanding Company Voting Securities”);
provided, however, that, for purposes of this paragraph (ii), the
following acquisitions shall not constitute a Change in Control: (A) any
acquisition directly from the Company, including, without limitation, a
public offering of securities, (B) any acquisition by the Company, (C) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or its Affiliates or a successor, (D) any
acquisition by any entity pursuant to a Business Combination, (E) any
acquisition by a Person described in and satisfying the conditions of Rule
13d-1(b) promulgated under the Exchange Act, or (F) any acquisition by a
Person who is the beneficial owner (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 40% or more of the Outstanding
Company Common Shares and/or the Outstanding Company Voting Securities on
the date of this Agreement (or an Affiliate, heir, descendant, or related
party of or to such Person); or
|
- 12
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|
(iii)
|
Consummation
of a reorganization, merger, statutory share exchange or consolidation or
similar corporate transaction involving the Company or any Subsidiary of
the Company, a sale or other disposition of all or substantially all of
the assets of the Company, or the acquisition of assets or stock of
another entity by the Company or any of its Subsidiaries (each, a
“Business Combination”), in each case unless, following such Business
Combination, all or substantially all of the individuals and entities that
were the beneficial owners of the Outstanding Company Common Shares and
the Outstanding Company Voting Securities immediately prior to such
Business Combination beneficially own, directly or indirectly, more than
50% of the then-outstanding shares of common stock and the combined voting
power of the then-outstanding voting securities entitled to vote generally
in the election of directors, as the case may be, of the entity resulting
from such Business Combination (including, without limitation, an entity
that, as a result of such transaction, owns the Company or all or
substantially all of the Company’s assets directly or through one or more
subsidiaries), and no Person (excluding any individual or entity described
in clauses (C), (E) or (F) of paragraph (ii) above) beneficially owns
(within the meaning of Rule 13d-3 promulgated under the Exchange Act),
directly or indirectly, more than 50% of, respectively, the
then-outstanding shares of common stock of the entity resulting from such
Business Combination or the combined voting power of the then-outstanding
voting securities of such entity, except to the extent that the ownership
in excess of 50% existed prior to the Business Combination and the Company
is not the surviving entity; or
|
provided,
however, that a transaction shall not constitute a Change of Control if it is in
connection with the underwritten public offering of the securities of the
Company.
|
|
(c)
|
“Change
of Control Termination” shall mean (i) a resignation by the Executive
within thirty (30) days after a Change of Control or (ii) a termination of
the Executive by the Company for reasons other than those set out in
clauses 12.1(a) and 12.1(b) following a Change of Control or within two
(2) years thereafter.
|
|
|
(d)
|
“Constructive
Termination” shall mean the occurrence of any of the following: (1)
without the Executive’s express written consent, a material reduction of
the Executive’s duties, position or responsibilities relative to the
Executive’s duties, position or responsibilities in effect immediately
prior to such reduction, or the removal of the Executive from such duties,
position and responsibilities, unless the Executive is provided with
substantially comparable duties, position and responsibilities; (2)
without the Executive’s express written consent, a material reduction of
the facilities and perquisites (including without limitation office space,
location and administrative support) available to the Executive
immediately prior to such reduction; (3) without the Executive’s express
written consent, a reduction by the Company of the Executive’s salary or
bonus opportunity as in effect immediately prior to such reduction; (4) a
material reduction by the Company in the kind or level of employee
benefits to which the Executive is entitled immediately prior to such
reduction with the result that the Executive’s overall benefits package is
materially reduced; or (5) the Company materially breaches any term or
condition of this Agreement which has not been cured within a reasonable
time after the Executive has given to the Company written notice of such
breach.
|
- 13
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|
(e)
|
“Involuntary
Termination” shall mean a Constructive Termination, a Change of Control
Termination or a termination of the Executive by the Company for reasons
other than those set out in clauses 12.1(a) and
12.1(b).
|
|
12.5
|
Upon
expiry or termination of the Term pursuant to clause 3 or
12:
|
|
|
(a)
|
all
documents, records, correspondence, client lists, accounts, statistics,
equipment or other property relating to the businesses or affairs of any
member of the Group (including all those items referred to in clause 13)
kept in the possession or under the control of the Executive and all
copies thereof or extracts therefrom made by or on behalf of the Executive
shall be and remain the property of the Company and shall be delivered up
to the Company;
|
|
|
(b)
|
if
the Executive is at any time appointed a director of the Company or any
member of the Group, he shall resign in writing from any office held by
him as such director and from all other offices held by him with the Group
and to execute an acknowledgment under seal to the effect that he has no
claims against the Company or any member of the Group for compensation for
loss of office, remuneration, severance benefits or otherwise;
and
|
|
|
(c)
|
in
the event of the Executive failing to take any of the actions as required
by the Company, the Company is hereby irrevocably and by way of security
appointed the attorney of the Executive to appoint such person in the name
of and on behalf of the Executive to sign, seal and deliver resignations
to the Company and to file such returns or take such other action as may
be necessary or desirable under applicable laws, rules and
regulations. The Executive agrees to confirm and ratify such
documents and acts.
|
|
12.6
|
After
the expiry or termination of the Term the Executive shall not at any time
thereafter represent himself as being in any way connected with or
interested in the business of or employed by the Company or any member of
the Group; or use for trade or other purposes the name of the Company or
any member of the Group or any name capable of confusion
therewith.
|
|
12.7
|
Expiry
or termination of the Term shall be without prejudice to clauses 14, 15
and 16 (all of which shall remain in full force and effect notwithstanding
such expiry or termination).
|
|
13.
|
RECEIPT
OF PAYMENTS AND BENEFITS FROM THIRD
PARTIES
|
Subject
to any written regulations issued by the Company which may be applicable,
neither the Executive nor any member of his family nor any company nor any
business entity in which the Executive or any of them has an interest, shall be
entitled to receive or obtain directly or indirectly any payment, discount,
rebate, commission or other benefit from third parties in respect of any
business transacted (whether or not by the Executive) by or on behalf of any
member of the Group. If the Executive, any member of his family or
any company or any business entity in which the Executive or any of them has an
interest shall directly or indirectly obtain any such payment, discount, rebate,
commission or other benefit, the Executive shall forthwith disclose this to the
Company and, unless the Company agrees otherwise, account to the Company or the
relevant member of the Group for the amount received or the value of the benefit
so obtained.
- 14
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|
14.
|
CONFIDENTIALITY
|
|
14.1
|
The
Executive recognises and acknowledges that in the performance of his
duties under this Agreement the Executive may come into contact with
Confidential Information, all of which is of a confidential nature, is
valuable and is the exclusive property of the Company or the relevant
member of the Group (as the case may be). Without prejudice to
the general duty of confidence of the Executive towards the Company and
any member of the Group, the Executive shall not either during or at any
time after the expiry or termination of the Term (as the case may
be):
|
|
|
(a)
|
divulge
or communicate to or cause or enable any third party to become aware of or
use, take away, conceal, destroy or retain for his own use or some other
person’s advantage or to the detriment of the Company or any member of the
Group any Confidential Information, except to those officers or employees
of the Company and any member of the Group whose duties require that such
Confidential Information be disclosed to
them;
|
|
|
(b)
|
use
any Confidential Information for his own purposes or for any purpose other
than those of the Company or any member of the Group;
or
|
|
|
(c)
|
through
any failure to exercise due care and diligence cause any unauthorized
disclosure of any Confidential Information or other information in respect
of which the Company or any member of the Group is bound by an obligation
of confidence to any third party which obligation is within the actual or
constructive knowledge of the
Executive.
|
|
14.2
|
The
Executive shall promptly deliver to the Company upon expiry or termination
of the Term or at any time as the Company may request all such memorandum,
notes, records, papers, reports, manuals, drawings, blueprints and other
documents (and all copies thereof) relating to the business of the Company
or any member of the Group and all property associated therewith as he may
possess or have under his control at the time. For the
avoidance of doubt it is hereby declared that the property in all such
documents shall at all times be vested in the Company or the relevant
member of the Group, as the case may
be.
|
|
14.3
|
If
the Executive commits or threatens to commit a breach of sub-clauses 14.1
or 14.2 the Company shall be
entitled:
|
- 15
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|
|
(a)
|
to
seek an injunction (against a breach of sub-clause 14.1) or specific
performance (for a breach of sub-clause 14.2) against him, it being
acknowledged that any such breach or threatened breach shall cause
irreparable injury to the Company and that monetary damages shall not
provide an adequate remedy to the Company;
and
|
|
|
(b)
|
to
require him to account for and pay over to the Company (which the
Executive hereby agrees to do) all compensation, profits, monies,
accruals, increments or any other transactions constituting a breach of
any of the provisions of sub-clauses 14.l and
14.2.
|
|
15.
|
INVENTIONS,
PATENTS AND OTHER INDUSTRIAL OR INTELLECTUAL
PROPERTY
|
|
15.1
|
The
Executive agrees that all Relevant Intellectual Property (whether
patentable or not) shall be the absolute property of the
Company. The Executive shall
further:
|
|
|
(a)
|
notify
and disclose to the Company in writing full details of all Relevant
Intellectual Property forthwith upon the production of the same, and
promptly whenever requested by the Company and in any event upon the
expiry or termination of the Term deliver up to the Company all
correspondence and other documents, papers and records, and all copies
thereof in his possession, custody and power relating to any Relevant
Intellectual Property;
|
|
|
(b)
|
assign
to the Company or any member of the Group as the Company may designate in
its absolute discretion, without additional compensation all rights
(including patent, registered design and trade ▇▇▇▇ rights and copyrights)
to such Relevant Intellectual Property
worldwide;
|
|
|
(c)
|
if
required by the Company, apply or join with the Company or any member of
the Group as the Company may direct in applying for letters, patents,
registered design, trade ▇▇▇▇, copyright and other protection or
registration for such Relevant Intellectual Property in the relevant
jurisdiction at the expense of the Company or any member of the Group
nominated by the Company;
|
|
|
(d)
|
sign
and execute all documents and do all things as may in the opinion of the
Board be necessary or desirable to carry out the foregoing and otherwise
to protect and maintain all Relevant Intellectual
Property;
|
|
|
(e)
|
give
testimony in support of his inventorship if required;
and
|
|
|
(f)
|
hold
upon trust for the benefit of the Company any Relevant Intellectual
Property to the extent the same may not be and until the same is vested
absolutely in the Company and/or a member of the Group, as the case may
be.
|
|
15.2
|
If
any Invention is described in a patent application, or is disclosed to
third parties directly or indirectly by the Executive within two (2) years
after the expiry or termination of the Term there shall be a prima facie
presumption that the Invention was conceived or made during the Term and
it shall be incumbent upon the Executive to prove on a balance of
probabilities that the Invention was not conceived or made during the
Term.
|
- 16
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|
15.3
|
The
Executive agrees that he will not assert any and will relinquish all
rights to any Intellectual Property as having been made or acquired by him
prior to the date of this Agreement except for those Intellectual Property
(if any) disclosed to the Company in writing prior to the date
hereof.
|
|
16.
|
RESTRICTIVE
COVENANTS
|
|
16.1
|
The
Executive covenants with and undertakes to the Company that he shall
not:
|
|
|
(a)
|
at
any time during the Term or within three (3) years from the date of the
expiry or termination of the Term in Hong Kong or in the PRC or any other
jurisdiction in which the Group operates either alone or jointly with or
as manager, agent or employee for any person, firm or company directly or
indirectly and whether or not for
gain:
|
|
|
(i)
|
engage
or be engaged or interested in or concerned with the Business carried on
from time to time by the Group or any other business competing or likely
to compete (directly or indirectly) with the businesses operated by the
Group from time to time (“Restricted
Business”);
|
|
|
(ii)
|
take
employment with any person, firm, company or organization engaged in the
PRC or any other jurisdiction in which the Group operates whether directly
or indirectly in any of the Restricted Business (but this restriction
shall not operate so as to prohibit an employment none of the duties of
which relate to such businesses) nor assist any such person, firm, company
or organization with technical, commercial or professional advice in
relation to the Restricted
Business;
|
|
|
(iii)
|
be
interested in any project or proposal on behalf or for the benefit of any
person who within one (1) year prior to the expiry or termination of the
Term is a principal, joint venture partner, contracting party or client of
the Group or an Affiliate of any of the
foregoing;
|
|
|
(iv)
|
be
interested in any project or proposal for the acquisition, turning to
account, development of or investment in any asset of the Company or any
member of the Group, unless such asset is offered by the Company or any
member of the Group for sale to, turning to account or development by
third parties; or
|
|
|
(b)
|
at
any time after the expiry of termination of the Term use for any purpose
whatsoever the name or trading style of the Company in Hong Kong or in the
PRC or any other part of the world or represent himself or themselves as
carrying on or continuing or being connected with the Company or any
member of the Group or (where applicable) any of its shareholders or their
respective business;
|
- 17
-
|
|
(c)
|
within
three (3) years from the date of the expiry or termination of the Term,
solicit or entice away from the Company or any member of the Group any
director, manager or employee who has, at any time, during the period of
one (1) year immediately preceding such expiry or termination been
employed or engaged by the Company or any member of the
Group;
|
|
|
(d)
|
within
three (3) years from the date of the expiry or termination of the Term,
employ or otherwise engage any person who has during the period of one (1)
year immediately preceding such expiry or termination been a director,
manager, employee of or consultant to the Company or any member of the
Group and who by reason of such employment is or may be likely to be in
possession of any confidential information or trade secrets relating to
the business of the Company or any member of the Group or the business of
the customers of the Company;
|
|
|
(e)
|
within
three (3) years from the date of the expiry or termination of the Term,
solicit business in competition with the Company or any member of the
Group from any person, firm, company or organization which at any time
during the period of one (1) year immediately preceding such expiry or
termination has dealt with the Company or which on such expiry or
termination is in the process of negotiating with the Company or any
member of the Group in relation to any of the Restricted Business, and
with whom or which during such period the Executive has had personal
dealings in the course of his Term;
and
|
|
|
(f)
|
within
three (3) years from the date of the expiry or termination of the Term,
solicit or entice away from the Company or any member of the Group any
customer or supplier who has, at any time, during the period of one (1)
year immediately preceding such expiry or termination been a customer or
supplier of the Company or any member of the
Group.
|
|
16.2
|
While
the restrictions contained in this clause are considered by the parties to
be reasonable in all the circumstances 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 Company but would
be valid if part of the wording thereof were deleted or amended or the
periods (if any) thereof were reduced or the range of businesses or area
dealt with thereby were reduced in scope the said restriction or
restrictions shall apply with such modifications as may be necessary to
make it or them valid, effective and
enforceable.
|
|
16.3
|
Since
the Executive may also obtain in the course of his Term hereunder by
reason of services rendered for or offices held in any other company
knowledge of the trade secrets or other confidential information of such
company, the Executive hereby agrees that he will at the request and cost
of the Company enter into a direct agreement or undertaking with such
company whereby he will accept restrictions corresponding to the
restrictions herein contained (or such of them as may be appropriate in
the circumstances) in relation to such products and services and such area
and for such period the Company may reasonably require for the protection
of its legitimate interests.
|
- 18
-
|
16.4
|
The
Company hereby covenants with and undertakes in favor of the Executive
that neither it nor any of its subsidiaries will after the expiry or
termination of the Term use the Executive’s name or represent that the
Executive is carrying on or continuing to be or being connected with the
Company or any member of the Group or their respective businesses whether
in Hong Kong or the PRC or
elsewhere.
|
|
16.5
|
For
the purposes of clause 16.1:
|
|
|
(a)
|
“employee”
includes any staff of the Company or any member of the Group or any
successors thereof; and
|
|
|
(b)
|
“assets”
include intellectual property rights and know-how of all forms and
descriptions that are related to any of the principal businesses carried
on from time to time by the Company or any member of the Group during the
Term and all licenses and rights to use or apply any such rights or
know-how.
|
|
16.6
|
For
the purposes of clause 16.3:
|
|
|
(a)
|
“trade
secrets” means trade secrets including knowledge of and know-how in
connection with the Company or any member of the Group or any of their
respective businesses or proposed products or businesses and which are so
confidential as to require protection as trade secrets;
and
|
|
|
(b)
|
“other
confidential information” means:
|
|
|
(i)
|
any
information imparted to the Executive on the express basis that it is
confidential; and
|
|
|
(ii)
|
any
other information or knowledge received or obtained by the Executive which
if used, divulged or communicated to any person other than in accordance
with clause 14 would have infringed the restriction in that
clause.
|
|
16.7
|
Nothing
in this clause 16 (other than clause 16.2) shall apply
to:
|
|
|
(a)
|
the
direct or indirect holding of any securities listed on a stock exchange
where the total voting rights exercisable at general meetings of the
Company as represented by such holding do not exceed 5 per cent. of the
total voting rights attaching to the securities of the same class as that
held by the Executive and/or his Affiliates, provided that neither the
Executive nor any of his Affiliates participates in or are otherwise
involved in the management of the Company;
or
|
|
|
(b)
|
the
holding by the Executive or any of his Affiliates of any securities of the
Company.
|
- 19
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|
16.8
|
The
Executive warrants to and in favor of the Company that save through his
interests and the interests of his Affiliates in the Company or any member
of the Group or his employment by the Company pursuant to this Agreement,
neither he nor any of his Affiliates on the date of this Agreement engages
or is interested in or is concerned with the Business, whether in Hong
Kong or the PRC or elsewhere.
|
|
16.9
|
In
the event of and notwithstanding the expiry or termination of the Term,
each of the parties covenants with and undertakes to the other that it or
he will at all times and in all respects continue to observe and comply
with the provisions of this clause 16 of this
Agreement.
|
|
17.
|
SEVERABILITY
|
|
17.1
|
While
the covenants contained in clauses 14, 15 and 16 are considered by the
parties to be reasonable in all the circumstances, it is recognised that
restrictions or undertakings of the nature in question may fail for
technical reasons unforeseen and accordingly it is hereby agreed and
declared that if any such restrictions or undertakings shall be adjudged
to be void as going beyond what is reasonable in all the circumstances for
the protection of the interests of the Company, but would be valid if part
of the wording thereof were deleted or the duration or area (if any)
thereof were reduced in scope, the restriction or undertaking shall apply
with such modification as is considered necessary to make it valid and
enforceable.
|
|
17.2
|
In
the event that any court or tribunal of competent jurisdiction shall hold
any such restriction or undertaking wholly unenforceable by reason of the
breadth of such scope or otherwise, the parties agree that such
determination shall not in any way prejudice the Company’s right to any
remedies provided herein which may be granted by any other court or
tribunal of competent jurisdiction in respect of breaches of such
restriction or undertaking.
|
|
18.
|
ASSIGNMENT
|
|
18.1
|
The
rights and obligations of the Executive under this Agreement shall not be
assignable or transferable.
|
|
18.2
|
The
Company may assign and transfer its rights or obligations hereunder in
connection with any sale, transfer or other disposition of all or
substantially all of its business or assets. This Agreement
shall be binding upon and shall enure for the benefit of the Company’s
successors or assigns whether by merger, consolidation or acquisition of
all or substantially all of its business or
assets.
|
|
19.
|
ENTIRE
AGREEMENT
|
|
19.1
|
This
Agreement constitutes the entire agreement and understanding of the
parties relating to the subject matter hereof and shall be in substitution
for any previous agreement or arrangement (whether oral or written) made
between the Company or any member of the Group and the
Executive. Any such previous agreement or arrangement shall be
deemed to have been terminated by mutual consent as from the date of this
Agreement.
|
- 20
-
|
19.2
|
The
Executive acknowledges and warrants to the Company that he is not entering
into this Agreement in reliance on any representation, promise or
inducement not expressly set out
herein.
|
|
20.
|
PRIOR
OBLIGATIONS
|
|
20.1
|
The
Executive warrants that by entering into this Agreement he will not be in
breach of any agreements with or obligations owed to any third
party.
|
|
21.
|
NOTICES
|
|
21.1
|
Delivery
|
All
notices, demands or other communications which are to be given under this
Agreement shall be in writing and shall be addressed as shown
below:
|
|
(a)
|
if
to the Company
|
|
|
Address
|
:
|
|
|
Facsimile
|
:
|
|
|
Attention
|
:
|
|
|
(b)
|
if
to the Executive
|
|
|
Address
|
:
|
|
|
Facsimile
|
:
|
or to
such other address, telex number or facsimile number or marked for the attention
of such other person as the recipient may designate by notice given in
accordance with the provisions of this clause.
|
21.2
|
Receipt
|
Any such
notice may be delivered personally or by prepaid post or sent by telex or
facsimile transmission and shall be deemed to have been effectively
served:
|
|
(a)
|
if
by delivery in person, when delivered to the
addressee;
|
|
|
(b)
|
if
by telex upon receipt by the sender of the
answerback;
|
|
|
(c)
|
if
by facsimile transmission when dispatched;
and
|
|
|
(d)
|
if
by post:
|
|
|
(i)
|
on
the second Business Day following the day of posting if sent from the PRC
to the address of a recipient in the PRC unless actually received sooner;
or
|
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-
|
|
(ii)
|
on
the seventh Business Day following the day of posting if sent from the PRC
to an address outside the PRC (and vice versa) unless actually received
sooner.
|
|
21.3
|
Language
|
Each
notice, demand or other communication and any other documents required to be
delivered under this Agreement shall be either in English or accompanied by a
certified translation into the English language.
|
22.
|
GENERAL
|
|
22.1
|
The
failure of the Company at any time or times to require performance of any
provision of this Agreement shall in no manner affect the Company’s right
at a later time to enforce the same. No waiver by the Company
of the breach of any term or covenant contained in this Agreement whether
by conduct or otherwise in any one or more instances shall be deemed to be
or construed as a further or continuing waiver of any such breach or a
waiver of the breach of any other term or covenant contained in this
Agreement. Each of the rights and remedies provided herein
shall be in addition to and not exclusive of any rights or remedies
provided by law.
|
|
22.2
|
The
Executive hereby irrevocably and by way of security appoints the Company
and each member of the Group now or in the future existing to be his
attorney and in his name and on his behalf and as his act and deed to
sign, execute and do all acts, things and documents which he is obliged to
execute and do under the provisions of this Agreement (and in particular,
but without limitation, sub-clauses 12.5(c) and 15.1(d)) and the Executive
hereby agrees forthwith on the request of the Company to ratify and
confirm all such, things and documents signed, executed or done in
pursuance of this power.
|
|
23.
|
GOVERNING
LAW AND JURISDICTION
|
|
23.1
|
This
Agreement is governed by and is to be construed in accordance with the
laws of Hong Kong Special Administrative Region without regard to the
conflict of laws principles
thereof.
|
|
23.2
|
Nothing
in this Agreement shall limit the right of either party to commence any
legal action against the other party and/or its property in any other
jurisdiction or to serve process in any manner permitted by law, and the
taking of proceedings in any jurisdiction shall not preclude the taking of
proceedings in any other jurisdiction whether concurrently or
not.
|
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IN WITNESS whereof the parties
have entered into this Agreement the day and year first above
written.
|
SIGNED
by
|
)
|
|
for
and on behalf of
|
)
|
|
CHINA
CORD BLOOD
|
)
|
|
CORPORATION
|
)
|
|
in
the presence of:
|
)
|
|
SIGNED
AND DELIVERED
|
)
|
|
by
___________________
|
)
|
|
in
the presence of:
|
)
|
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