【文章內(nèi)容簡介】 Services by the Compliance Adviser from the Effective Date throughout the Term, and subject to due performance of its obligations hereunder, the Company will pay to the Compliance Adviser a monthly fee of HK$20,000 (the Fee) starting from the listing date of the Company and expiring at the end of the Term (as defined in paragraph 1(a) above). The Fee is payable quarterly in advance during the Term. (b) The fees outlined in clause (a) above does not include reasonable outofpocket expenses such as traveling and lodging reasonably incurred by the Compliance Adviser in the performance of its duties under this letter (the Expenses), provided that any such Expenses shall have prior approval of the Company, unless otherwise agreed by the Company. (c) The Fee does NOT apply to transactions that require (i) separate disclosure and circular to the Company’s shareholders for the purpose of convening special general meetings to approve such transactions。 or any new securities issue or share repurchase and (ii) substantial involvement of the Compliance Adviser’s time and effort. In any such case, a fee will have to be separately agreed between the Company and the Compliance Adviser, in the event the Company appoints the Compliance Adviser to provide advice other than in its capacity as a pliance adviser on the abovementioned transactions. Notwithstanding the above, the Company reserve the right to appoint other advisers to provide the services required by the Company should it wish to do so. 5. Confidentially and Disclosure of Information(a) The Compliance Adviser undertakes to keep confidential and to procure its associates (as defined under the Listing Rules), directors and staff to keep confidential any information which is provided to it or its associates by or on behalf of the Company and which is not publicly available and not to disclose and to procure that its associates, directors and staff will not disclose such information to third parties, otherwise than in accordance with the Company’s prior written instructions.(b) Disclosure will be permitted as required by law or any relevant regulatory authority in any relevant jurisdiction and the Compliance Adviser shall, to the extent required by law or any relevant authority, be entitled to disclose any information, and/or to produce any documents, relating to the Company’s business or affairs provided that the Compliance Adviser will, before making any required disclosure, notify the Company in writing to provide the opportunity for the Company to contest such disclosure unless the same is prohibited by laws or applicable regulations.6. Termination(a) In the event that the Compliance Adviser’s work is of unacceptable standard (which the Compliance Adviser has failed to rectify within a period of one month after a written notice has been given by the Company to the Compliance Adviser notifying the Compliance Adviser of such unacceptable standard) or there is a material dispute (which cannot be resolved within 30 days) over fees payable by the Company to the Compliance Adviser, the Company shall have the right, upon giving at least one month’s prior written notice to the Compliance Adviser and without pensation (except for amounts accrued and due hereunder prior to such date), to terminate the appointment of the Compliance Adviser under this letter.(b) The Company shall be entitled to terminate the appointment of the Compliance Adviser forthwith if (i) the Compliance Adviser shall cease to be qualified to provide the Services hereunder, (ii) any letter of mindedness or similar order of the Securities and Futures Commission is outstanding which affects the Compliance Adviser ability to discharge its obligations hereunder, or (iii) if the Compliance Adviser shall have mitted a material breach of this letter.(c) The Compliance Adviser shall have the right, upon giving at least three months’ prior written notice to the Company, to terminate its appointment as Compliance Adviser under this letter if the Company has mitted a material breach of the terms of this letter (which the Company has failed to rectify within a period of two months (or such longer period as mutually agreed by the Company and the Compliance Adviser) after a written notice has been given by the Compliance Adviser to the Company notifying the Company of such breach).(d) In the event that the Company exercises its right of termination under subparagraph (a) or (b), the Company and the Compliance Adviser shall give notice to the HKSE of such termination and shall state the reason for such termination. The Company