EXHIBIT 4.11
DATED: 28 JUNE 2003
J.I.C TECHNOLOGY COMPANY LIMITED
the Vendor
in favour of
GLORY GATE ENTERPRISES LIMITED
the Purchaser
DEED OF INDEMNITY
PRESTON | GATES | ELLIS
SOLICITORS
[Chinese Character]
10th Floor, Hutchison House,
10 Harcourt Road,
Central, Hong Kong.
Tel: (852) 2230 3500 Fax: (852) 2899 2996
Website: www.prestongates.com
Our Ref: 49079-00001/NKA/MHCW
CONTENTS
CLAUSE HEADING PAGE
1. INTERPRETATION................................ 1
2. INDEMNITY..................................... 2
3. EXEMPTIONS.................................... 3
4. SET OFF....................................... 3
5. NOTICE........................................ 3
6. GOVERNING LAW AND JURISDICTION................ 3
EXECUTION.............................................. 5
THIS DEED is made the 28th day of June 2003.
BY:
J.I.C. TECHNOLOGY COMPANY LIMITED, a company incorporated in the Cayman Islands
and having its registered office at Century Yard, Cricket Square, Hutchins
Drive, P.O. Box 2681GT, George Town, Grand Cayman, the Cayman Islands and having
its principle office in Hong Kong at 15th Floor, China Merchants Tower, Shun Tak
Centre, Nos. 168-200 Connaught Road Central, Hong Kong (the "VENDOR")
IN FAVOUR OF:
GLORY GATE ENTERPRISES LIMITED, a company incorporated in the British Virgin
Islands having its registered office at Offshore Incorporation Centre, P.O. Box
957, Road Town, Tortola, the British Virgin Islands (for itself and as trustee
for CHINA AMPLE TECHNOLOGY LIMITED (the "COMPANY") and Jieyao Electronics
(Shenzhen) Company Limited ("JIEYAO ELECTRONICS")) (the "PURCHASER")
WHEREAS
This Deed is entered into accordance with an agreement between the Vendor and
the Purchaser dated 28th June 2003 relating to the sale and purchase of shares
in the Company (the "AGREEMENT").
NOW THIS DEED WITNESSES as follows:
1. INTERPRETATION
In this Deed:
1.1 Words and expressions defined in the Agreement shall, except as
otherwise provided or expressly defined, have the same meaning;
1.2 "CLAIM" includes any assessment notice demand or other document issued
or action taken by or on behalf of any authority or body whatsoever and
of whatever country, from which it appears that the Company or Jieyao
Electronics is liable or is sought to be made liable to make any
payment or is deprived or is sought to be deprived of any relief or
allowance or credit or right to repayment of taxation;
1.3 "TAXATION" means all forms of taxation levied in Hong Kong, PRC or
elsewhere and includes, but without limitation, all forms of profits
tax, property tax, first registration tax, estate duty and stamp duty
whatsoever charged or imposed by the Government' of Hong Kong,
Government of the PRC or any other government wherever located;
1.4 "EVENT" includes (without limitation) any omission or transaction
whether or not the Company is a party thereto and includes completion
of the sale of shares of the
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Company to the Purchaser and references to the result of events on or
before the date hereof shall include the combined result of two or more
events one or more of which shall have taken place before the date
hereof;
1.5 Reference to income or profits or gains earned accrued or received
shall include income or profits or gains deemed to have been or treated
as or regarded as earned accrued or received for the purposes of any
legislation;
1.6 Reference to any claim for taxation shall include any claim whether
made before or after the date hereof and whether satisfied or
unsatisfied at the date hereof and shall include:
(a) the loss of any relief grant allowances subsidy credit or
other preferential terms granted by or pursuant to any
legislation or otherwise for taxation purposes which would
(were it not for the claim in question) have been available to
the Company or Jieyao Electronics whether or not the said loss
results in any taxation being payable at the time of such
loss; and
(b) the nullifying or cancellation of a right to repayment of
taxation which would have been so available or is at the date
hereof assumed by the Vendor or the Purchaser to be available;
and in such case the amount of the relief grant allowance subsidy
credit or other preferential terms so lost or the amount of repayment
which would otherwise have been obtained shall be treated as an amount
of taxation for which a liability has arisen;
1.7 Reference to the result of events on or before the date hereof shall
include the combined result of two or more events the first of which
shall have taken place on or before the date hereof.
2. INDEMNITY
Subject as hereinafter provided, the Vendor hereby as separate
undertakings undertakes and covenants to the Purchaser, (for itself and
as trustee for the Company and Jieyao Electronics) to indemnify the
Company and Jieyao Electronics and keep it and each of them indemnified
against any claim for any taxation made against the Company or Jieyao
Electronics either on or before or in respect of any period before the
Jieyao Completion Date or in respect of any event on or before the
Jieyao Completion Date whether alone or in conjunction with other
circumstances and whether or not such taxation is also or alternatively
chargeable against or attributable to any other person firm or company
(and so that this indemnity shall cover all reasonable costs and
expenses properly payable by the Company and Jieyao Electronics in
connection with and for the purpose of contesting, negotiating,
resisting, quantifying or disputing any claim).
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3. EXEMPTIONS
The indemnity given by Clause 2 of this Deed does not cover any claim
for taxation :
(a) to the extent that provision or "reserve in respect thereof
was made in the Accounts; or
(b) for which the Company or Jieyao Electronics is primarily
liable arising as a result of transactions in the routine
course of its business since the Accounts Date; or
(c) to the extent that such claim arises as a result only of any
provision or reserve in respect thereof being insufficient by
reason of any increase in rates of taxation made after the
date hereof with retrospective effect; or
(d) which would not have arisen except wholly as a result of a
voluntary act or transaction or series of transactions carried
out by the Purchaser (or persons deriving title from it) or
the Company or Jieyao Electronics concerned after the date
hereof otherwise than in the routine course of its business.
4. SET OFF
If any provision for taxation contained in the Accounts shall prove to
be an over provision the amount of such over provision shall be set off
against the liability (if any) of the Vendor under this Deed.
5. NOTICE
If the Purchaser shall become aware of a claim relevant for the
purposes of this Deed it shall forthwith give written notice thereof to
the Vendor at the address in Hong Kong given above (or such other
address or addresses as they may from time to time notify in writing
for the purposes of this Deed) and shall (if the Vendor shall indemnify
and secure and keep indemnified and secured the Purchaser and the
Company and Jieyao Electronics to the Purchaser reasonable satisfaction
against any liability costs damages or expenses which may be incurred
thereby) take such action and procure that the Company and Jieyao
Electronics take such action as the Vendor may reasonably request it to
avoid resist or comprise such claim.
6. GOVERNING LAW AND JURISDICTION
This Deed shall be governed and construed in accordance with the law
for the time being in force in Hong Kong and the parties hereby submit
to the non-exclusive jurisdiction of Courts of Hong Kong.
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IN WITNESS whereof the parties have caused this Deed to be executed the day and
year first above written and in the Macau Special Administrative Region of the
People's Republic of China.
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[COMPANY SEAL]
EXECUTION
The Common Seal of )
J.I.C TECHNOLOGY COMPANY LIMITED )
was hereto affixed in the presence of: )
/s/ Li Shi Yuen, Joseph
/s/ Keo Ming Kown
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