BETWEEN ONG TEE KEAT as Seller AND - System13011914.com/memarea/download/Global Fiduciary Services...

1 Purchaser to initial……………

.

1

MADE THIS DAY OF 2017

BETWEEN

ONG TEE KEAT

as Seller

AND

Name:

as Purchaser

SALE AND PURCHASE AGREEMENT

RELATING TO STOCKS IN

NAMI CORP.

Stock Code: NINK

Held On Trust By: Global Fiduciary Services Limited

Email: [email protected]


.

TABLE OF CONTENTS

1. DEFINITIONS AND INTERPRETATION 3-5

2. SALE AND PURCHASE OF THE SALE STOCKS 5

3. CONSIDERATION 5

4. MORATORIUM PERIOD 6

5. WARRANTIES AND REPRESENTATIONS 6-7

6. GENERAL 7-9

FIRST SCHEDULE 11


.

THIS AGREEMENT is made on the day of 2017

BETWEEN

(1) ONG TEE KEAT, a holder of Malaysian passport number A38011748, whose

residential address is located at No. 15C JLN Pandan Jaya 3/5, Pandan Jaya, 55100

Kuala Lumpur WP, Kuala Lumpur, Malaysia (“Seller”) of the one part;

AND

(2)

(ID/Passport No. ) of (address)

(“Purchaser”) of

the other part.

The Seller and the Purchaser shall collectively be referred to as “the Parties”, and each “a

Party”.

RECITALS:

A. The Seller is the Chairman and a holder of shares of NAMI Corp. (“NAMI”), an

investment holding company with the objective of systematically acquiring assets in

the form of profitable companies acquired throughout the Asian region and

currently listed in NASDAQ’s OTC (Over-The-Counter) Market (stock code

“NINK”).

B. Whereas, the Seller is desirous of selling and the Purchaser is desirous of purchasing

the Seller's stock (carrying stock code NINK), on the terms and subject to the

conditions herein contained.

NOW IT IS HEREBY AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement, unless there is something in the subject or context inconsistent with

such construction or unless it is otherwise expressly provided, the following words

and expressions shall have the following meanings:

“Agreement” means this sale and purchase agreement;

“Business Day” means any day except Saturday, Sunday and any day in

the United States of America on which licensed and

commercial banking institutions are required by law or

other governmental action to be closed;


.

“Consideration” means the sum of United States Dollars (USD) only payable by

the Purchaser for the Sale Stocks in accordance with Clause 3;

“Encumbrances” means and includes any interest or equity of any person

including without prejudice to the generality of the foregoing,

any security, assignment, pledge, mortgage, lien, charge, option,

right of set-off, encumbrance, claim, right or pre-emption or any

security interests of any nature whatsoever and howsoever

created or arising, whether voluntarily incurred or arising by

operation of law, including any agreement to give any of the

foregoing in the future;

“Sale Stocks” means the Seller’s stocks of NAMI;

“Trustee” means the following private trust company, acting as a service

provider for the Seller for purposes referred to in Clauses 2 and

4 of this Agreement:

Global Fiduciary Services Limited of Room 2101, 21/F, Pico

Tower, 66 Gloucester Road, Wanchai, Hong Kong.

1.2 In this Agreement, unless there is something in the subject or context inconsistent with

such construction or unless it is otherwise expressly provided:

(a) words denoting the singular include the plural and vice versa;

(b) words denoting persons include corporations, and vice versa and also include

their respective estate, personal representatives, successors in title or permitted

assigns, as the case may be;

(c) any reference to a Recital, Clause, Schedule is to the relevant recital, clause,

schedule of or to this Agreement and includes all amendments and modifications

made thereto from time to time in force;

(d) any reference to any Party to this Agreement or any other agreement or

instrument shall include their respective successors, personal representatives

and permitted assigns;

(e) any reference to “writing” or cognate expressions, includes any communications

effected by, facsimile transmission, electronic mail or other comparable means;

(f) any reference to United States Dollar or abbreviation of “USD” shall be taken

as referring to amounts in the United States of America’s currency;

(g) any reference to “pay”, or cognate expressions, includes payments made in cash

or effected through interbank transfer to the account of the payee, giving the

payee access to immediate available, freely transferable, cleared funds;

(h) a document in “agreed form” means a document the terms of which have been

approved by or on behalf of the Parties to this Agreement and a copy of which


.

has been signed for the purposes of identification by or on behalf of those Parties

on prior to the date of this Agreement; and

(i) if any period of time is specified from a given day, or the day of a given act or

event, it is to be calculated exclusive of that day and if any period of time falls

on a day which is not a Business Day, then that period is to be deemed to only

expire on the next Business Day.

1.3 Headings in this Agreement are inserted merely for convenience of reference and shall

be ignored in the interpretation and construction of any of the provisions herein

contained.

1.4 The Recitals and Schedules of this Agreement shall be taken read and construed as an

integral part of this Agreement.

1.5 Time wherever mentioned shall be deemed to be of the essence of this Agreement.

2. SALE AND PURCHASE OF THE SALE STOCKS

2.1 The Seller hereby agrees to sell and the Purchaser hereby agrees to purchase the Sale

Stocks free from any and all Encumbrances and all rights now or hereafter attaching to

them, on the terms and subject to the conditions herein contained.

2.2 Upon payment of the Consideration by the Purchaser directly to the Seller, pursuant to

Clause 3 below and execution of this Agreement, the Trustee shall issue a Certificate

of Trust for the Sale Stocks in favour of the Purchaser.

3. CONSIDERATION

3.1 The total purchase price payable by the Purchaser under this Agreement shall be the

sum of United States Dollars

(USD ) only, United States Dollars

(USD ) per stock, with total units of stocks

(“Consideration”).

3.2 In further consideration thereof, the Purchaser hereby covenants that this Agreement

has been entered into with the express knowledge of the state of affairs, particularly

the financial accounts (accessible via www.otcmarkets.com) of NAMI and the

Purchaser has taken such factors into account in paying the Consideration on a willing

buyer and willing seller basis.

4.

4.1

4.2

MORATORIUM PERIOD

The Sale Stocks shall be held on trust by the Trustee for a period of eighteen

(18) months from the date of the issuance of Certificate of Trust (“Moratorium

Period”).

During the Moratorium Period, the Purchaser shall not have the rights and authority to re-sell the Sale Stocks to any third party.


.

4.3 After the expiry of the Moratorium Period, if the Purchaser is desirous of selling

his/her Sale Stocks or any part thereof, he/she shall indicate his/her intention of selling

to the Trustee and shall submit the original Certificate of Trust and a Letter of

Instruction in the form specified in Schedule 1 of this Agreement to the Trustee.

4.4 The Purchaser hereby acknowledges that the Trustee shall be utilising the services of

a broker to assist the Purchaser in the sale of the Sale Stocks and thus the proceeds of

sale to be paid to the Purchaser shall be less all costs incidental to the sale thereof

including any broker fees.

5. WARRANTIES AND REPRESENTATIONS

5.1 In the capacity of the Chairman of NAMI, the Seller hereby warrants and represents to

the Purchaser as follows:

(a) NAMI is duly organized and validly existing under the laws of the United

States of America and the Seller has all requisite powers and authority to sell

and transfer the Sale Stocks without the consent of any third party;

(b) there are no agreements, arrangements or transactions (whether oral or written,

proposed or pending) to which the Seller is a party or which is binding on him

or any of his assets and results or will result in the creation of, or oblige him to:

(i) create any Encumbrance over any of the Sale Stocks;

(ii) create any option or right over any of the Sale Stocks; and/or

(iii) dispose, transfer or deal in any manner whatsoever any of the Sale

Stocks;

(c) the Seller has full legal right, authority and power to enter into and bind

himself to this Agreement and to exercise his rights and perform his

obligations hereunder;

(d) this Agreement constitutes the valid and legally binding obligations of the

Seller, enforceable against him in accordance with the terms hereof;

(e) compliance with the terms of this Agreement does not and will not conflict

with or result in the breach or constitute a default under any provisions of the

NAMI’s constitution documents or under any terms, conditions and provisions

of any agreements, deeds, instruments or documents to which the Seller is now

a party or any order, judgment, award, injunction, decree, law, ordinance or

regulation or any other restriction of any kind or character to which the Seller

or any of his property is subject or bound by; and

(f) NAMI is not in receivership or liquidation, no steps have been taken to put

NAMI into receivership or liquidation, no petition has been presented or

resolution passed or proposed for the winding up of NAMI and there are no

grounds on which a petition or application or other step could be based or

taken for the winding up or appointment of a receiver of NAMI.


.

5.2 The Seller makes no warranties whatsoever on the future value of the Sale Stocks. It is

also hereby agreed between the Parties that the Seller shall not be liable nor shall the

Seller indemnify or keep indemnified the Purchaser at any time for any losses, costs

or expenses which the Purchaser may suffer or incur, in respect of the sale and

purchase of the Sale Stocks.

5.3 The Purchaser hereby warrants and represents to the Seller as follows:

(a) the Purchaser has full legal right, authority and power to enter into and bind

himself/herself to this Agreement and to exercise his/her rights and perform

his/her obligations hereunder;

(b) this Agreement constitutes the valid and legally binding obligations of the

Purchaser, enforceable against it in accordance with the terms hereof;

(c) the Purchaser understands that re-sale of the Sale Stocks are restricted during

the Moratorium Period and the same can only be resold after the expiry of the

said Moratorium Period at the prevailing market value of that particular time.

5.4 The Purchaser acknowledges that the OTC stock market is a volatile market and thus

purchases the Sale Stocks at his/her own risk.

6. GENERAL

6.1 Entire Contracts and Amendments

This Agreement embodies all the terms and conditions agreed upon between the

Parties as to the subject matter of this Agreement, and supersedes and cancels in all

respects, all previous agreements and arrangements, if any, between the Parties with

respect to the subject matter hereof, whether such be written or oral. No amendments

shall be effective unless reduced in writing and signed by all the Parties.

6.2 Severability

In the event that any one or more of the provisions contained in this Agreement shall

for any reason be held to be unenforceable, illegal or otherwise invalid in any respect

under the law governing this Agreement, such unenforceability, illegality or invalidity

shall not affect or impair any other provisions of this Agreement and this Agreement

shall then be construed, interpreted and applied so as to produce as nearly as may be

the legal, economic and commercial result intended by the Parties. In any such

instance, the Parties shall work together in good faith to make such alternative

arrangement(s) or change such term(s) as may be legally permissible to carry out as

nearly as practicable the original terms and intent of the Agreement.


.

6.3 Waiver

Knowledge or acquiescence by each Party of or in any breach of any of the conditions

or covenants herein contained, shall not operate as or be deemed to be waiver of such

conditions or covenants or any of them, and notwithstanding such knowledge or

acquiescence, each Party shall be entitled to exercise his/her respective rights under

this Agreement, and to require strict performance by the other of the terms and

conditions herein.

6.4 Costs

Each Party shall bear his/her own costs and expenses, including legal costs. All stamp

duty and costs incidental to this Agreement shall be borne by the Purchaser. In the

event the Certificate of Trust is lost or destroyed due to any reason, the cost of re-

issuance of the Certificate of Trust shall be borne by the Purchaser, the sum of which

shall be determined by the Trustee at its sole discretion.

6.5 Confidentiality

Each of the Parties undertakes with the other to maintain in strict confidence any and

all provisions of this Agreement and other information obtained by it with respect to

the transactions detailed in this Agreement, except where (but only to the extent that)

disclosure is required by law or other governmental authorities or such stock

exchange in which the securities of the Parties or their holding companies may be

listed and quoted (where applicable). The confidentiality undertakings herein

provided shall survive any termination, whether herein envisaged or otherwise.

6.6 Successors Bound, No Assignment

This Agreement shall be binding upon the Parties their successors in title,

representatives and lawful assigns respectively. Notwithstanding the foregoing, neither

Party may assign his/her rights and obligations in whole or in part hereunder without the

prior written consent of the other Party. In any event, there shall be no assignment of

this Agreement or the benefits hereunder until the expiry of the Moratorium Period.

6.7 Further Deeds and Acts

The Parties shall execute and do and procure all other necessary persons or

companies, if any, to execute and do all such further deeds, assurance, acts and things

as may be reasonably required so that full effect may be given to the terms and

conditions of this Agreement.

6.8 Governing Law and Jurisdictions

This Agreement shall be construed and governed in accordance with the laws of the

state of Nevada and the Parties irrevocably agree that the Courts of Clark County,

Nevada shall have exclusive jurisdiction in respect of any dispute, claims, suit action

or proceedings which may arise out of or in connection with this Agreement.


.

6.9 Counterpart

This Agreement may be signed and executed in any number of counterparts, each of

which is an original and all of which, taken together, constitutes one and the same

Agreement.

6.10 Delivery of this Agreement

Delivery of the duly executed original copy of this Agreement shall be deemed to be

execution and delivery of this Agreement as of the date set forth on page one of this

Agreement.

[The remainder of this page is intentionally left blank.]


.

EXECUTION PAGE

IN WITNESS WHEREOF the duly appointed representatives of the Parties hereto have

hereunto set their hands the day and year first above written.

SELLER

Signed by Ong Tee Keat, the Seller, or by his

lawful attorney Soh Ooi Tech, he having

been previously identified by the production

of his Malaysian passport no. A35625061

in the presence of:-

)

)

)

)

)

)

)

……………………………………………………..

Name: Ong Tee Keat

Passport No.: A38011748

……………………………………………….

Witness Name:

Witness ID/Passport No.:

PURCHASER

Signed by the Purchaser

in the presence of:-

)

)

)

)

…………………………………………………….

Name:

ID/Passport No.:

…………………………………………….

Witness Name:

Witness ID/Passport No.:


.

SCHEDULE 1

AGREED FORM OF LETTER OF INSTRUCTION

By post (must be original copy)

[Date]

Global Fiduciary Services Limited

Room 2101, 21/F, Pico Tower,

66 Gloucester Road, Wanchai, Hong Kong

Dear Sirs,

I, (Passport/ID card No.:

), as the one of the unitholders of the NAMI TRUST (with

the Certificate of Trust No.: issued on ) entitled to

units (equivalent to of shares of common stock of

NAMI Corp. (“NAMI”)) in total, hereby instruct the Trustee, Global Fiduciary Services Limited, to sell

shares of NAMI (“Shares”) at US Dollar(s) per share

(the “selling price”) on behalf of myself.

Please transfer the proceeds from the above Share transaction to my bank account in my own name, bank

details are as follows:

Account name:

Account no.:

Bank Name: Swift Code:

Bank Address:

1. I hereby confirm that I understand and agree that whether the Shares can be sold depends entirely on the

market demand, Global Fiduciary Services Limited will not be responsible or liable, directly or indirectly, in any

way for any loss or damage of any kind incurred as a result of, or in connection with the share transaction. 2. I

also understand that Global Fiduciary Services Limited will transfer the proceeds from the sale of Shares to my

bank account within 7 working days once the proceeds reaches the bank account of the NAMI TRUST. All the

cost incurred by the share transaction including brokerage commission, government levies, transaction fees, taxes

and any other expenses will be deducted from the proceeds before transferring into my bank account.

Yours sincerely,

Signature:

Name:

Beneficiary Reference No.:

Date:

NAMI Trust

Global Fiduciary Services Limited

7

To: Global Fiduciary Services Limited 21/F, CMA Building, 64 Connaught Road Central, Hong Kong

Self-Certification Form – Individual

Important Notes: This is a self-certification form provided by a controlling person to a reporting financial institution (“Global Fiduciary

Services Limited”) for the purpose of automatic exchange of financial account information. The data collected may be

transmitted by Global Fiduciary Services Limited to the Inland Revenue Department for transfer to the tax authority

of another jurisdiction.

A controlling person should report all changes in his/her tax residency status to Global Fiduciary Services Limited.

All parts of the form must be completed (unless not applicable or otherwise specified). If space provided is insufficient,

continue on additional sheet(s). Information in fields/parts marked with an asterisk (*) are required to be reported by

Global Fiduciary Services Limited to the Inland Revenue Department.

Part 1 Identification of Individual Account Holder

(For joint or multiple account holders, complete a separate form for each individual account holder.) (1) Name of Account Holder

Title (e.g. Mr, Mrs, Ms,

Miss) Last Name or

Surname * First or Given

Name * Middle Name(s) (2) Hong Kong Identity Card or Passport Number (3) Current Residence Address

Line 1 (e.g. Suite, Floor, Building, Street, District)

Line 2 (City) *

Line 3 (e.g. Province,

State) Country *

Post Code/ZIP Code (4) Mailing Address (Complete if different to the current residence address)

Line 1 (e.g. Suite, Floor, Building, Street, District)

Line 2 (City)

Line 2 (e.g. Province,

State) Country

Post Code/ZIP Code (5) Date of Birth * (dd/mm/yyyy) (6) Place of Birth (Not

compulsory) Town/City

Province/Stat

e Country

8

Part 2 Jurisdiction of Residence and Taxpayer Identification Number or its Functional Equivalent (“TIN”) * Complete the following table indicating (a) the jurisdiction of residence (including Hong Kong) where the account holder is a

resident for tax purposes and (b) the account holder’s TIN for each jurisdiction indicated. Indicate all (not restricted to five)

jurisdictions of residence.

If the account holder is a tax resident of Hong Kong, the TIN is the Hong Kong Identity Card Number.

If a TIN is unavailable, provide the appropriate reason A, B or C: Reason A – The jurisdiction where the account holder is a resident for tax purposes does not issue TINs to its residents. Reason B – The account holder is unable to obtain a TIN. Explain why the account holder is unable to obtain a TIN if you have

selected this reason. Reason C – TIN is not required. Select this reason only if the authorities of the jurisdiction of residence do not require the TIN

to be disclosed.

Jurisdiction of TIN

Enter Reason A, B or C Explain why the account holder is unable to

Residence if no TIN is available obtain a TIN if you have selected Reason B

(1)

(2)

(3)

(4)

(5)

Part 3 Declarations and Signature

I acknowledge and agree that (a) the information contained in this form is collected and may be kept by Global Fiduciary Services

Limited for the purpose of automatic exchange of financial account information, and (b) such information and information regarding

the account holder and any reportable account(s) may be reported by Global Fiduciary Services Limited to the Inland Revenue

Department of the Government of the Hong Kong Special Administrative Region and exchanged with the tax authorities of another

jurisdiction or jurisdictions in which the account holder may be resident for tax purposes, pursuant to the legal provisions for

exchange of financial account information provided under the Inland Revenue Ordinance (Cap.112). I certify that I am the account holder / I am authorized to sign for the account holder

# of all the account(s) to which this form relates.

I undertake to advise Global Fiduciary Services Limited of any change in circumstances which affects the tax residency status of

the individual identified in Part 1 of this form or causes the information contained herein to become incorrect, and to provide Global

Fiduciary Services Limited with a suitably updated self-certification form within 30 days of such change in circumstances.

I declare that the information given and statements made in this form are, to the best of my knowledge and belief, true,

correct and complete. Signature Name Capacity Date (dd/mm/yyyy)

(Indicate the capacity if you are not the individual identified in

Part 1. If signing under a power of attorney, attach a certified

copy of the power of attorney.)

# Delete as appropriate WARNING: It is an offence under section 80(2E) of the Inland Revenue Ordinance if any person, in making a self-

certification, makes a statement that is misleading, false or incorrect in a material particular AND knows, or is reckless as

to whether, the statement is misleading, false or incorrect in a material particular. A person who commits the offence is

liable on conviction to a fine at level 3 (i.e. $10,000).

9

致： Global Fiduciary Services Limited

香港德輔道中 64 號香港中華廠商聯合會大廈 21 樓

自我證明表格 – 個人

重要提示：這是由帳戶持有人向申報財務機構提供的自我證明表格，以作自動交換財務帳戶資料用途。申報財務機構可把收集

所得的資料交給稅務局，稅務局會將資料轉交到另一稅務管轄區的稅務當局。

如帳戶持有人的稅務居民身分有所改變，應盡快將所有變更通知申報財務機構。

除不適用或特別註明外，必須填寫這份表格所有部分。如這份表格上的空位不夠應用，可另紙填寫。在欄/部標有星

號（*）的項目為申報財務機構須向稅務局申報的資料。

第 1 部個人帳戶持有人的身分識辨資料

（對於聯名帳戶或多人聯名帳戶，每名個人帳戶持有人須分別填寫一份表格）

(1) 帳戶持有人的姓名

稱謂（例如：先生、太太、女士、小

姐）姓氏 * 名字 * 中間名

(2) 香港身份證或護照號碼

(3) 現時住址

第 1 行（例如：室、樓層、大廈、街道、地區）

第 2 行（城市）*

第 3 行（例如：省、州）

國家 *

郵政編碼/郵遞區號碼 (4) 通訊地址（如通訊地址與現時住址不同，填寫此欄）

第 1 行（例如：室、樓層、大廈、街道、地區）

第 2 行（城市）

第 3 行（例如：省、州）

國家

郵政編碼/郵遞區號碼 (5) 出生日期 * （日/月/年）

(6) 出生地點（可不填

寫）鎮/城市省/州國家

10

第 2 部居留司法管轄區及稅務編號或具有等同功能的識辨編號（以下簡稱「稅務編號」）* 提供以下資料，列明（a）帳戶持有人的居留司法管轄區，亦即帳戶持有人的稅務管轄區（香港包括在內）及（b）該居留

司法管轄區發給帳戶持有人的稅務編號。列出所有（不限於 5 個）居留司法管轄區。如帳戶持有人是香港稅務居民，稅務編號是其香港身份證號碼。

如沒有提供稅務編號，必須填寫合適的理由：

理由 A – 帳戶持有人的居留司法管轄區並沒有向其居民發出稅務編號。

理由 B – 帳戶持有人不能取得稅務編號。如選取這一理由，解釋帳戶持有人不能取得稅務編號的原因。

理由 C – 帳戶持有人毋須提供稅務編號。居留司法管轄區的主管機關不需要帳戶持有人披露稅務編號。

居留司法管轄區稅務編號如沒有提供稅務編號，如選取理由 B，

填寫理由 A、B 或 C 解釋帳戶持有人不能取得稅務編號的原因

(1)

(2)

(3)

(4)

(5)

第 3 部聲明及簽署

本人知悉及同意，財務機構可根據《稅務條例》（第 112 章）有關交換財務帳戶資料的法律條文，（a）收集本表格所載

資料並可備存作自動交換財務帳戶資料用途及（b）把該等資料和關於帳戶持有人及任何須申報帳戶的資料向香港特別行

政區政府稅務局申報，從而把資料轉交到帳戶持有人的居留司法管轄區的稅務當局。

本人證明，就與本表格所有相關的帳戶，本人是帳戶持有人 / 本人獲帳戶持有人授權簽署本表格 #。

本人承諾，如情況有所改變，以致影響本表格第 1 部所述的個人的稅務居民身分，或引致本表格所載的資料不正確，本人會通知 Global Fiduciary Services Limited，並會在情況發生改變後 30 日內，向 Global Fiduciary Services Limited 提交一份已適當更新的自我證明表格。

本人聲明就本人所知所信，本表格內所填報的所有資料和聲明均屬真實、正確和完備。

簽署

姓名

身分

（如你不是第 1 部所述的個人，說明你的身分。如果你是以

日期（日/月/年）

受權人身分簽署這份表格，須夾附該授權書的核證副

本。）

# 刪去不適用者

警告: 根據《稅務條例》第 80(2E)條，如任何人在作出自我證明時，在明知一項陳述在要項上屬具誤導性、虛假或不正

確，或罔顧一項陳述是否在要項上屬具誤導性、虛假或不正確下，作出該項陳述，即屬犯罪。一經定罪，可處第 3 級

（即$10,000）罰款。

Do NOT use this form if: Instead, use Form:

• You are NOT an individual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . W-8BEN-E

• You are a U.S. citizen or other U.S. person, including a resident alien individual . . . . . . . . . . . . . . . . . . . W-9

• You are a beneficial owner claiming that income is effectively connected with the conduct of trade or business within the U.S. (other than personal services) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . W8ECI

• You are a beneficial owner who is receiving compensation for personal services performed in the United States . . . . . . . 8233 or W-4

• You are a person acting as an intermediary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . W-8IMY

Note: If you are resident in a FATCA partner jurisdiction (i.e., a Model 1 IGA jurisdiction with reciprocity), certain tax account information may be provided to your jurisdiction of residence.

Part I Identification of Beneficial Owner (see instructions)

3 Permanent residence address (street, apt. or suite no., or rural route). Do not use a P.O. box or in-care-of address.

4 Mailing address (if different from above)

City or town, state or province. Include postal code where appropriate. Country

5 U.S. taxpayer identification number (SSN or ITIN), if required (see instructions) 6 Foreign tax identifying number (see instructions)

7 Reference number(s) (see instructions) 8 Date of birth (MM-DD-YYYY) (see instructions)

Part II Claim of Tax Treaty Benefits (for chapter 3 purposes only) (see instructions)

9 I certify that the beneficial owner is a resident of within the meaning of the income tax

treaty between the United States and that country.

10 Special rates and conditions (if applicable—see instructions): The beneficial owner is claiming the provisions of Article and paragraph

of the treaty identified on line 9 above to claim a % rate of withholding on (specify type of income):

.

Explain the additional conditions in the Article and paragraph the beneficial owner meets to be eligible for the rate of withholding:

Part III Certification

Under penalties of perjury, I declare that I have examined the information on this form and to the best of my knowledge and belief it is true, correct, and complete. I further certify under penalties of perjury that:

• I am the individual that is the beneficial owner (or am authorized to sign for the individual that is the beneficial owner) of all the income to which this form relates or

am using this form to document myself for chapter 4 purposes,

• The person named on line 1 of this form is not a U.S. person,

• The income to which this form relates is:

(a) not effectively connected with the conduct of a trade or business in the United States,

(b) effectively connected but is not subject to tax under an applicable income tax treaty, or

(c) the partner’s share of a partnership's effectively connected income,

• The person named on line 1 of this form is a resident of the treaty country listed on line 9 of the form (if any) within the meaning of the income tax treaty between the United States and that country, and

• For broker transactions or barter exchanges, the beneficial owner is an exempt foreign person as defined in the instructions.

Furthermore, I authorize this form to be provided to any withholding agent that has control, receipt, or custody of the income of which I am the beneficial owner or

any withholding agent that can disburse or make payments of the income of which I am the beneficial owner. I agree that I will submit a new form within 30 days

if any certification made on this form becomes incorrect.

Sign Here

Signature of beneficial owner (or individual authorized to sign for beneficial owner) Date (MM-DD-YYYY)

Print name of signer Capacity in which acting (if form is not signed by beneficial owner)

For Paperwork Reduction Act Notice, see separate instructions. 11 Cat. No. 25047Z Form W-8BEN (Rev. 1-2017)

1 Name of individual who is the beneficial owner 2 Country of citizenship

Form W-8BEN (Rev. January 2017)

Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting (Individuals)

▶ For use by individuals. Entities must use Form W-8BEN-E. ▶ Information about Form W-8BEN and its separate instructions is at www.irs.gov/formw8ben.

▶ Give this form to the withholding agent or payer. Do not send to the IRS.

OMB No. 1545-1621

Department of the Treasury Internal Revenue Service

City or town, state or province. Include postal code where appropriate. Country

▲

http://www.irs.gov/formw8ben

12

反洗黑錢及認識你的客戶政策

ANTI-MONEY LAUNDERING AND KNOW YOUR CLIENT POLICY

Global Fiduciary Services Limited 受制於香港和其他清洗黑錢及恐怖分子籌資活動的法律及條例(後統稱“清洗黑錢活動”)。

為打擊清洗黑錢活動以及合法地履行我們的責任，我們採用以下程式：

Global Fiduciary Services Limited is subject to Hong Kong and other applicable law and regulation on money laundering and

terrorism financing (hereinafter collectively “money-laundering activities”). We work to combat money-laundering activities and

fulfil our obligations under the law by applying the following procedures:

1. 客戶身份鑑定及盡職審核程式。

Identification and due diligence procedures of clients.

2. 有關客戶的身份和交易的記錄保存程式。

Record keeping procedures in relation to clients’ identity and their transactions.

3. 向被任命接收和調查懷疑涉及清洗黑錢活動的客戶資料的稱職人員(例如反洗黑錢法規事務主管)匯報的內部程式。

Internal reporting procedures to a competent person (e.g. Anti-Money Laundering Compliance Officer) appointed to

receive and consider information that give rise to knowledge or suspicion that a client is engaged in money laundering

activities.

4. 有關防止清洗黑錢活動的內部控制和風險管理的適當程式。

Appropriate procedures of internal control, risk management, with the purpose of preventing money laundering activities.

5. 詳細調查每宗被有可能被用作清洗黑錢的交易，尤其是複習或異常巨大的交易和在沒有明顯財政或法律目的下進

行的交易。

The detailed examination of every transaction that due to its nature is considered vulnerable to money laundering, and

especially for complicated or unusually large transactions and transactions that are taken place without an obvious financial

or legal purpose.

6. 讓僱員充分瞭解以上提及防止清洗黑錢的程式及有關清洗黑錢法例的措施。

Measures for making employees aware of the above mentioned procedures to prevent money laundering and of the

legislation relating to money laundering.

7. 向僱員提供認知和處理懷疑與清洗黑錢有關之交易的定期訓練。

Provision of regular trainings to our employees in the recognition and handling of transactions suspected to be associated

with money laundering.

客戶身份鑑定及盡職審核程式

CLIENT IDENTIFICATION AND DUE DILIGENCE PROCEDURES

進行盡職審核程式所需的身份鑑定文件如下：

The identification documents required for implementing efficiently the KYC procedures are as follows:

盡職審核文件(自然人)-

KYC documentation (natural persons) –

➢ 護照/駕駛執照或其他附有照片的身份證明文件之核證副本；

Certified copy of Passport/Driver’s License or other form of identity with photograph included;

➢ 附有姓名的住址證明；

A recent certified proof of home address in the person’s name；

➢ 已簽署的業務約定書；

Signed service engagement letter；

➢ 已完成及簽署的個人資料問卷。

Completed and signed personal particulars questionnaire.

盡職審核文件(公司)-

KYC documentation (corporations) –

➢ 法團的公司註冊證書及存續證明書；

Certificate of incorporation and Certificate of Good Standing of the entity;

➢ 註冊地址證明；

13

Certificate of Registered Office;

➢ 公司董事 / 秘書證明書；

Certificate of Directors and Secretary;

➢ 註冊股東證明書；

Certificate of Registered Shareholders;

➢ 法團的公司組織章程大綱及細則；

Memorandum and articles of association of the entity;

➢ 公司董事簽署的法律架構表，展示所有中間的法團包括最終受益人和其涉及法團的全套盡職審核檔；

A legal structure chart signed by the directors showing all intermediate entities up to the Ultimate Beneficial Owners

and a full set of KYC documents of those entities;

➢ 該法團的董事局成立關係和授權人的決議；

A resolution of the board of directors of the entity for the establishment of the relationship and granting authority to

those who will operate/instruct;

➢ 如註冊股東為實益擁有人任命的名義股東，需提供一份由名義股東和實益擁有人議定的信託契約/合約副本，

說明實益擁有人同意由名義股東代表其名義上擁有註冊股份；

In the cases where the registered shareholders act as nominees of the beneficial owners, a copy of the trust

deed/agreement concluded between the nominee shareholder and the beneficial owner, by virtue of which the

registration of the shares on the nominee shareholder’s name on behalf of the beneficial owner has been agreed;

➢ 最新一份已完成審計的財務報表副本(如有)，及/或最新一份管理帳目；

Copies of its latest audited financial statements (if available), and/or copies of its latest management accounts;

➢ 獲授權人、註冊股東、董事和最終受益人的自然人盡職審核文件；

Personal KYC documentation of the persons that are authorized to operate/instruct, the registered shareholders,

directors and ultimate beneficial owners;

➢ 已簽署的業務約定書；

Signed service engagement letter；

➢ 已完成及簽署的個人資料問卷。

Completed and signed personal particulars questionnaire.

*所有檔/證書之有效期需為三個月內; 我們接受由律師、註冊會計師、公證人等對以上檔簽署的核證副本。

*All documents/certificates must not be more than 3 months old; we accept a certified true copy of the above documents by solicitors,

CPAs, notaries, etc. if the originals are not available.

如客戶在欠缺充足理由下而未能或拒絕在簽署本文件日期起 30 天內提交所需核實身份及經濟概況的資料，會構成對客戶

牽涉清洗黑錢及恐怖分子籌資活動懷疑的因素。在這種情況下，Global Fiduciary Services Limited 不會開始或繼續業務關

係並考慮由反洗黑錢法規事務主管向聯合財富情報組匯報。

Failure or refusal by a client to submit the requisite data and information within 30 days from signing of the document for the

verification of his/her identity and the creation of his/her economic profile, without adequate justification, constitutes elements that

may lead to the creation of a suspicion that the client is involved in money laundering or terrorist financing activities. In such an

event, Global Fiduciary Services Limited does not proceed with the establishment of the business relationship and considers the

necessity whether the anti-money laundering officer is required to report to the Joint Financial Intelligence Unit (JFIU).

鑑定時間

客戶和受益人的身份鑑定必須在建立業務關係前或交易完成前進行。

通過減損條款，在清洗黑錢及恐怖分子籌資活動風險非常低的前提下，客戶和受益人的身份鑑定可在建立業務關係時進

行，以免影響正常業務運作。在此情況下，程式需在初步接觸後盡快完成。

Timing of identification

Client and beneficial owner identification must take place before the establishment of a business relationship or the carrying out of

a transaction.

By way of derogation, the verification of the identity of the client and the beneficial owner may be completed during the

establishment of a business relationship if this is necessary in order not to interrupt the normal conduct of business and where there

is limited risk of money laundering or terrorist financing occurring. In such situation, these procedures shall be completed as soon

as practicable after the initial contact.

客戶身份鑑定的更新

對客戶的現有紀錄需作出定期複審，以確定其為最新的文件及資料。除了對新客戶作出盡職審核程式外，也要適時對現

有客戶進行盡職審核。

Renewal of client identification

Reviews of existing records must take place on a regular basis, thus ensuring that the documents, data or information held are kept

up-to-date. Client due diligence procedures shall be applied not only to all new clients but also at appropriate times to existing

clients on a risk sensitive basis.

記錄保存

14

記錄保存對調查反清洗黑錢來說非常重要，它可迅速重建個人交易並對起訴非法活動包括清洗黑錢提供證據。

Record keeping

Record keeping is important to anti-money laundering investigation which allows for swift reconstruction of individual transactions

and provides evidence for prosecution of criminal activities including money laundering.

加強對高風險客戶的盡職審核

在認爲清洗黑錢及恐怖分子籌資活動風險高的情況下，Global Fiduciary Services Limited 應加強對客戶的盡職審核。

Enhanced Client Due Diligence

Global Fiduciary Services Limited should apply enhanced client due diligence measures in situations which by nature can present

high risk of money laundering or terrorist financing.

以下為我們認為高風險的客戶：

We consider high risks clients to be the following:

信託架構；

Trust structures;

名義架構；

Nominee structures;

隱藏最終受益人的複雜公司架構；

Complex corporate structures which obscure the ultimate beneficial ownership;

政治人物或其親友；

Politically exposed persons or their relatives/friends;

客戶來自不能滿足國際金融反洗錢特別工作小組之建議或貪汙賄賂情況嚴重的國家；

Customers from countries which inadequately apply Financial Action Task Force’s recommendations or where

corruption is of significant concern;

沒有合理經濟需要下使用海外銀行戶口；

Use of off-shore bank accounts without legitimate economic necessity;

非當地居民在沒有任何連繫或活動的地方成立公司。

Incorporation of a company by a non-resident with no links or activities in the jurisdiction where the company is

established.

第三者進行的盡職審核

Global Fiduciary Services Limited 允許依賴第三者進行對客戶的盡職審核。但 Global Fiduciary Services Limited 仍有最終符

合盡職審核要求的責任。

Due Diligence Performance by Third Parties

Global Fiduciary Services Limited is permitted to rely on third parties to meet the requirements for client due diligence. However

the ultimate responsibility for meeting those requirements shall remain with the Company which relies on the third party.

BETWEEN ONG TEE KEAT as Seller AND - System13011914.com/memarea/download/Global Fiduciary Services...

Documents

Transcript of BETWEEN ONG TEE KEAT as Seller AND - System13011914.com/memarea/download/Global Fiduciary Services...