-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K5TpWDwTgmrygRJhtZpbrWUSk2ufLlJjMqf3ZuLA6F/POONKr8XlRiH0LVOK6a8w VwAV1sReKykBfV2gx8dvZg== 0000902664-09-003409.txt : 20090821 0000902664-09-003409.hdr.sgml : 20090821 20090821170955 ACCESSION NUMBER: 0000902664-09-003409 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090821 DATE AS OF CHANGE: 20090821 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHINA SHEN ZHOU MINING & RESOURCES, INC. CENTRAL INDEX KEY: 0000790024 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 870430816 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83410 FILM NUMBER: 091029176 BUSINESS ADDRESS: STREET 1: NO. 166 FUSHI ROAD ZEYANG TOWER STREET 2: SHIJINGSHAN DISTRICT CITY: BEIJING STATE: F4 ZIP: 100043 BUSINESS PHONE: 86-010-68867292 MAIL ADDRESS: STREET 1: NO. 166 FUSHI ROAD ZEYANG TOWER STREET 2: SHIJINGSHAN DISTRICT CITY: BEIJING STATE: F4 ZIP: 100043 FORMER COMPANY: FORMER CONFORMED NAME: EARTH PRODUCTS & TECHNOLOGIES INC DATE OF NAME CHANGE: 20000515 FORMER COMPANY: FORMER CONFORMED NAME: ENVIRONMENTAL PLASMA ARC TECHNOLOGY INC DATE OF NAME CHANGE: 19950601 FORMER COMPANY: FORMER CONFORMED NAME: CONCEPT GOLD INC DATE OF NAME CHANGE: 19921224 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Best Tone Holdings Ltd CENTRAL INDEX KEY: 0001462141 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: P.O. BOX 957 STREET 2: OFFSHORE INCORPORATIONS CENTRE CITY: ROAD TOWN, TORTOLA STATE: D8 ZIP: 00000 BUSINESS PHONE: (852) 2295 0822 MAIL ADDRESS: STREET 1: P.O. BOX 957 STREET 2: OFFSHORE INCORPORATIONS CENTRE CITY: ROAD TOWN, TORTOLA STATE: D8 ZIP: 00000 SC 13D/A 1 p09-1725sc13da.txt CHINA SHEN ZOU MINING & RESOURCES, INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- SCHEDULE 13D* (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 2) China Shen Zhou Mining & Resources, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, Par Value $0.001 Per Share - -------------------------------------------------------------------------------- (Title of Class of Securities) 16942H109 - -------------------------------------------------------------------------------- (CUSIP Number) David E. Rosewater, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 (212) 756-2000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 19, 2009 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 6 Pages) - -------------------------- The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes) - -------------------------- ---------------------- CUSIP NO. 16942H109 SCHEDULE 13D/A PAGE 2 OF 6 PAGES - -------------------------- ---------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) BEST TONE HOLDINGS LIMITED - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 2,465,537* --------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY None OWNED BY --------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 2,465,537* --------------------------------------------------------- 10 SHARED DISPOSITIVE POWER None - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON See Row 7 above. - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.99%* - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - ------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! * See Items 5 and 6 of the Schedule 13D. - -------------------------- ---------------------- CUSIP NO. 16942H109 SCHEDULE 13D/A PAGE 3 OF 6 PAGES - -------------------------- ---------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CHINA MINING RESOURCES GROUP LIMITED - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 2,465,537* --------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY None OWNED BY --------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 2,465,537* --------------------------------------------------------- 10 SHARED DISPOSITIVE POWER None - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON See Row 7 above. - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.99%* - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - ------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! * See Items 5 and 6 of the Schedule 13D. - -------------------------- ---------------------- CUSIP NO. 16942H109 SCHEDULE 13D/A PAGE 4 OF 6 PAGES - -------------------------- ---------------------- Item 1. Security and Issuer. The statement on Schedule 13D filed on April 17, 2009 as previously amended (the "Schedule 13D") relates to the shares of common stock, par value $0.001 per share (the "Shares"), of China Shen Zhou Mining & Resources, Inc. (the "Issuer"), a Nevada corporation, issuable to Best Tone Holdings Limited ("Sub"), a wholly-owned subsidiary of China Mining Resources Group Limited ("Parent"), upon conversion of the 6.75% Senior Convertible Notes due 2012 of the Issuer (the "Notes"), is hereby amended as set forth below by this Amendment No. 2 to the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified. Item 4. Purpose of Transaction. Item 4 of the Schedule 13D is hereby amended to add the following penultimate paragraphs: The Reporting Persons entered into an agreement with Mountview Path Limited, a company incorporated in the British Virgin Islands ("Mountview") on August 19, 2009 to sell the Notes for an aggregate purchase price of $9,000,000, pursuant to the Trade Confirmation dated August 19, 2009 by and between Sub and Mountview (the "Mountview Trade Confirmation"). The Reporting Persons and Mountview concurrently entered into an Assignment and Assumption Agreement with respect to certain rights and interests related to the Notes. The purchase price is payable in two installments, the first for $2,000,000 in cash, payable within five business days immediately following the signing of the Trade Confirmation and the second for $7,000,000 in cash, payable within two calendar months of the completion date (seven business days following execution of the Mountview Trade Confirmation, the "Completion Date"). Upon the sale of the Notes, the Reporting Persons will cease to beneficially own any of the Issuer's securities when consummated. Under the Mountview Trade Confirmation, Mountview was granted an irrevocable one-time put option to request that Sub purchase all but not part of the Notes for a price of $8,700,000 in cash, which is exercisable once at anytime within the four months following the Completion Date. The foregoing description is a summary only and is qualified by reference to the Mountview Trade Confirmation and the Assignment and Assumption Agreement, attached hereto as Exhibit 99.10. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company. Item 6 of the Schedule 13D is hereby amended and restated in the entirety as follows: On August 19, 2009, Sub and Mountview entered into the Mountview Trade Confirmation and Assignment and Assumption Agreement as described above herein at Item 4 and attached hereto as Exhibit 99.10. Except as otherwise set forth in this Item 6, the Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to the securities of the Issuer. Item 7. Material to be Filed as Exhibits. - -------------------------- ---------------------- CUSIP NO. 16942H109 SCHEDULE 13D/A PAGE 5 OF 6 PAGES - -------------------------- ---------------------- Exhibit 99.10: Mountview Trade Confirmation and Assignment and Assumption Agreement, dated August 19, 2009. - -------------------------- ---------------------- CUSIP NO. 16942H109 SCHEDULE 13D/A PAGE 6 OF 6 PAGES - -------------------------- ---------------------- SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: August 21, 2009 BEST TONE HOLDINGS LIMITED BY: /s/ Yeung Kwok Kuen ----------------------- Name: Yeung Kwok Kuen Title: Director CHINA MINING RESOURCES GROUP LIMITED BY: /s/ Yeung Kwok Kuen ----------------------- Name: Yeung Kwok Kuen Title: Director EX-99 2 exhibit99_10.txt EXHIBIT 99.10 TRADE CONFIRMATION STRICTLY CONFIDENTIAL - ------------------------------------------------------------------------------- We are not acting as your adviser or in a fiduciary capacity. Before entering into any transaction you should take steps to ensure that you understand the transaction and have made an independent assessment of the appropriateness of the transaction in the light of your own objectives and circumstances, including the possible risks and benefits of entering into such transaction. Best Tone Holdings Limited and its affiliates emphasize the need for you to take your own financial, legal, accounting and tax advice at an early stage. Additional information is available on request. - ------------------------------------------------------------------------------- Date: 19 AUGUST, 2009 TRADE CONFIRMATION CHINA SHEN ZHOU MINING & RESOURCES, INC. US$28,000,000 6.75% SENIOR CONVERTIBLE NOTES DUE 2012 Securities: US$28,000,000 6.75% Senior Convertible Notes due 2012 (the "NOTES") issued by China Shen Zhou Mining & Resources, Inc. (the "COMPANY") Seller: Best Tone Holdings Limited, or assignees ("BEST TONE") Buyer: Mountview Path Limited, a company incorporated in the British Virgin Islands ("BUYER") Transaction: Subject to the terms and conditions set forth herein, Best Tone hereby agrees to sell, transfer and deliver to the Buyer or its nominee, and the Buyer hereby agrees to acquire and accept or to procure its nominee to acquire and accept from Best Tone, all rights and interest in the Notes and all rights and interest under the Transaction Documents (as such term is defined in the Note Purchase Agreement (the "NOTE PURCHASE AGREEMENT"), dated December 21, 2006, between the Company and Citadel) on the Completion Date. In consideration of the foregoing transaction, the Buyer shall pay the Cash Consideration to Best Tone in accordance with the section headed "Payment Terms of the Cash Consideration" below and Best Tone will deliver the Notes to the Buyer or its nominee as directed by the Buyer on the Completion Date. Payment Terms of the US$9,000,000 in cash in total (the "CASH Cash Consideration: CONSIDERATION"), to be payable by the Buyer to Best Tone in the following manner: (a) US$2,000,000 in cash payable by the Buyer to Best Tone within five business days in Hong Kong immediately following the signing of this Trade Confirmation, and (b) US$7,000,000 in cash payable by the Buyer to Best Tone within two calendar months from the Completion Date. Completion Date: The 7th business day in Hong Kong immediately following signing of this Trade Confirmation (or such other date as may be agreed between the parties hereto) whereupon the parties hereto shall enter into the Assignment and Assumption Agreement annexed hereto as Annexure 1 and the transfer of the title of the Notes (which are issued in the form of global Notes) shall take place in accordance with the rules and procedures of Euroclear (as defined in the Indenture dated December 27, 2006 entered into between the Company and the Bank of New York (the "INDENTURE") and Clearstream (as defined in the Indenture), as appropriate; Put Option: Best tone hereby grants to the Buyer an irrevocable one-time option (the "PUT OPTION") for the Buyer to request Best Tone to purchase all but not part of the Notes at the Put Option Price to be exercisable once at anytime within four months immediately following the Completion Date, whereupon completion of the sale and purchase of the Notes pursuant to the Put Option shall take place within one calendar month (or such other date as may be agreed between the Buyer and Best Tone) from the date of receipt of the notice given by the Buyer to Best Tone to exercise the Put Option. Put Option Price: US$8,700,000 in cash 1 STRICTLY CONFIDENTIAL Seller Representation: Best Tone hereby represents and warrants as follows: (a) it solely and beneficially owns the Notes, free from all taxes, liens, claims, encumbrances and charges; (b) there are no outstanding rights, options, subscriptions or other agreements or commitments obligating Best Tone to sell or transfer the Notes and the Notes are not subject to any lock-up or other restriction on their transfer or on the ability of the Buyer to sell or transfer the Notes; (c) Best Tone has all requisite power and authority to execute, deliver and perform its obligations under this Trade Confirmation; (d) this Trade Confirmation has been duly and validly authorized, executed and delivered on behalf of Best Tone and constitutes the legal, valid and binding obligation of Best Tone enforceable against Best Tone in accordance with its terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies; (e) the execution, delivery and performance by Best Tone of this Trade Confirmation and the consummation by Best Tone of the transactions contemplated hereby will not (i) result in a violation of the organizational documents of the Best Tone, or (ii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to Best Tone, except in the case of clause (ii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Best Tone to perform its obligations hereunder; (f) Best Tone has taken no action that would give rise to any claim by any person for brokerage commissions, finder's fees or similar payments relating to this Trade Confirmation or the transactions contemplated hereby; and (g) there are no unpaid amounts or charges claimed to be due to the Company from Best Tone. Buyer Representation: The Buyer hereby represents and warrants as follows: (a) The Buyer has requisite corporate authority to enter into the Transaction without seeking the approval of its shareholders; (b) this Trade Confirmation has been duly and validly authorized, executed and delivered on behalf of the Buyer and shall constitute the legal, valid and binding obligation of the Buyer enforceable against it in accordance with its terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies; (c) the execution, delivery and performance by the Buyer of this Trade Confirmation and the consummation by the Buyer of the transactions contemplated hereby will not (i) result in a violation of the organizational documents of the Buyer, or (ii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to the Buyer, except in the case of clause (ii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Buyer to perform its obligations hereunder; and (d) the Buyer has taken no action that would give rise to any claim by any person for brokerage commissions, finder's fees or similar payments relating to this Agreement or the transactions contemplated hereby. Buyer's Acknowledgement: The Buyer hereby acknowledges that it is aware of: (a) the Company's breach of the terms of the Notes; (b) the default notice dated 16 April 2009 from Best Tone and being served on the Company and the contents thereof; and (c) the acceleration notice dated 6 May 2009 from Best Tone and being served on the Company and the contents thereof. Entire Agreement: This Trade Confirmation constitutes the whole agreement between the parties hereto and supersedes any previous agreements or arrangements between them relating to the subject matter hereof; and it is expressly declared that no variation shall be effective unless made in writing by the parties hereto. 2 STRICTLY CONFIDENTIAL Severability: If any provision or part of a provision of this Trade Confirmation shall be, or be found by any authority or court of competent jurisdiction to be, invalid or unenforceable as for or against any party hereto for any reason, such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of this Trade Confirmation, all of which shall remain in full force and effect. Binding: The terms of this Trade Confirmation shall be legally binding on the parties hereto in all respects. Governing Law: Hong Kong law [Signature page follows] 3 STRICTLY CONFIDENTIAL Signed and agreed as of the date first above written: BEST TONE HOLDINGS LIMITED By: /s/ Yeung Kwok Kuen ------------------------ Name: Yeung Kwok Kuen Title: Director MOUNTVIEW PATH LIMITED LIMITED By: /s/ [character omitted] ------------------------ Name: Title: 4 ASSIGNMENT AND ASSUMPTION AGREEMENT ASSIGNMENT AND ASSUMPTION AGREEMENT dated as of August 19, 2009 (this "AGREEMENT") between BEST TONE HOLDINGS LIMITED (the "ASSIGNOR"), and MOUNTVIEW PATH LIMITED (the "ASSIGNEE"). WHEREAS, the Assignor owns 6.75% Senior Convertible Notes due 2012 (the "NOTES") issued by China Shen Zhou Mining & Resources Inc. (the "COMPANY") in the principal amount of twenty eight million dollars ($28,000,000), on December 27, 2006. WHEREAS, the Assignor and the Assignee have entered into that certain trade confirmation (the "TRADE CONFIRMATION"), dated August 19, 2009, pursuant to which the Assignor has agreed to sell, transfer and deliver to the Assignee all of the Assignor's rights and interest in the Notes and all rights and interest of the Assignor under the Transaction Documents (as defined in the Note Purchase Agreement) with effect from the Completion Date (as defined in the Trade Confirmation). NOW, THEREFORE, in consideration of the premises and mutual benefits representations, warranties, conditions, covenants and agreements contained herein, the parties hereto hereby agree as set forth below. 1. ASSIGNMENT. Subject to the terms of the Trade Confirmation and effective as of the Completion Date (as defined in the Trade Confirmation), the Assignor hereby sells, assigns, transfers, conveys, sets over, and delivers to the Assignee and the Assignee hereby purchases and assumes from the Assignor, all of the legal and beneficial right, title and interest of the Assignor under the Transaction Documents. 2. FURTHER ASSURANCES. Each of the parties agrees to take or cause to be taken such further action, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments, and to obtain such consents, as may be necessary or as may be reasonably requested in order to effectuate fully the purposes, terms and conditions set forth in paragraph 1 hereof. 3. ENTIRE AGREEMENT; CONFLICTS. This instrument, together with the Trade Confirmation and the other agreements, instruments, certificates and documents executed are delivered in connection therewith, embodies the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings (whether or not written) relating to the subject matter hereof. 4. AMENDMENT AND WAIVER. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Assignor and Assignee, or in the case of a waiver, by the party against whom the waiver is to be effective. No failure or delay by any party or parties in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. 5. GOVERNING LAW. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York (without reference to its choice of law rules). Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of any state or Federal court located in the Borough of Manhattan, The City of New York, New York over any suit, action or proceeding arising out of or relating to this agreement. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted or not prohibited by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. EACH PARTY HERETO WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY ACTION BROUGHT HEREUNDER OR ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY. 6. COUNTERPARTS. The Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement 7. NO THIRD PARTY BENEFICIARIES. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever, including any rights of employment for any specified period, under or by reason of this Agreement. 8. SEVERABILITY. If any provision or part of this Agreement shall be, or be found any authority or court of competent jurisdiction to be, invalid or unenforceable as for or against any party hereto for any reason, such invalidity or unenforceability shall not affect the other provisions, or parts of such provisions, of this Agreement, all of which shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their respective officers thereunto duly authorized, as of the date first above written. ASSIGNOR BEST TONE HOLDINGS LIMITED By: /s/ Yeung Kwok Kuen ---------------------------------- Name: Yeung Kwok Kuen Title: Director ASSIGNEE MOUNTVIEW PATH LIMITED By: /s/ [character omitted] ---------------------------------- Name: Title: -----END PRIVACY-ENHANCED MESSAGE-----