Effective Date: 2025-10-31
Last Updated: 2025-10-31
Version Hash: 61a1be2f3de60053...
This Mutual Non-Disclosure Agreement ("Agreement") is entered into on the date of the last signature, as stated below, between (1) AA Capital Limited, whose registered office is 21/F, 152 Queens Road Central, Central, Hong Kong ("AA Capital"); and (2) the entity listed in Item 1 of the Schedule, whose registered office is listed in Item 2 of the Schedule ("Company"), each a "Party" and collectively the "Parties".
The Parties are discussing the potential transaction described in Item 5 of the Schedule ("Transaction"), in relation to which the Parties may disclose Confidential Information that must be treated as confidential.
IT IS AGREED as follows:
Capitalised terms used in this Agreement shall have the following meanings, unless otherwise defined below:
"Affiliate" means a legal entity from time to time: (a) in which a Party (or one or more of its holding or subsidiary companies, or subsequent holding or subsidiary companies of such entity) owns fifty percent (50%) or more of the voting shares; (b) in which a Party or any of that Party's intermediate holding or subsidiary companies has a Controlling Interest; (c) over which a Party (or one of its holding or subsidiary companies, or a subsequent holding or subsidiary company of such entity) either directly or indirectly exercises management control, even though it may own less than fifty percent (50%) of the shares and is prevented from owning a greater shareholding; or (d) in respect of AA Capital, the legal entities otherwise notified by AA Capital to Company from time to time.
For the purposes of this definition, "Controlling Interest" means (a) the ownership or control (directly or indirectly) of more than fifty percent (50%) of the fully diluted voting share capital of the relevant undertaking; (b) the ability to direct the casting of more than fifty percent (50%) of the fully diluted votes exercisable at general meetings of the relevant undertakings on all, or substantially all, matters; or (c) having the right to elect a majority of the board of directors or other comparable body responsible for management and direction of a person by contract, by virtue of share ownership or otherwise.
"Confidential Information" means any information, data, documents, graphics, designs and/or any other material of whatsoever nature (whether provided orally or in writing or in whatsoever form), relating to the Disclosing Party, its Affiliates or the Transaction (including, without limitation, their business, affairs, clients, suppliers, representatives, consultants, officers, employees, trade secrets, know-how, operations, processes, practices, intellectual property, budgets, plans or strategies) that: (a) is disclosed or communicated by or on behalf of the Disclosing Party to the Receiving Party (directly or indirectly) which, by its nature or by the circumstances of its disclosure, is or could reasonably be expected to be regarded as confidential; or (b) is marked as "confidential," "restricted" or with similar wording, or is communicated or disclosed to the Receiving Party under written instruction to keep such information or material confidential.
Confidential Information shall exclude information: (i) that is or comes into the public domain other than as a result of a breach of confidentiality; (ii) is disclosed by a third party to the Receiving Party (except where such third party discloses such information in breach of confidentiality obligations); or (iii) information that is independently developed by the Receiving Party without recourse to the Confidential Information of the Disclosing Party.
"Disclosing Party" means the Party disclosing Confidential Information.
"Receiving Party" means the Party receiving Confidential Information.
The Disclosing Party's Confidential Information is and remains the property of the Disclosing Party, at all times.
This Agreement does not convey any rights or other interest in the Disclosing Party's Confidential Information to the Receiving Party, except as expressly set out in this Agreement.
The Receiving Party shall hold the Disclosing Party's Confidential Information in strict confidence, and: (a) not use the Disclosing Party's Confidential Information for any purpose other than to evaluate, negotiate and implement the Transaction ("Purpose"); (b) not disclose any of the Disclosing Party's Confidential Information to any third party or use it for the benefit of any third party, unless it is either: (i) permitted pursuant to Clause 3(d); (ii) with the prior written consent of the Disclosing Party; or (iii) required by applicable law or by any government authority, court or tribunal of competent jurisdiction, and reasonable advance notice of the disclosure (except where such notice is prohibited by the law, government authority, court or tribunal in question) and reasonable assistance is provided if the Disclosing Party wishes to challenge the disclosure; (c) exercise a reasonable degree of care and adopt and implement sufficient safeguarding and security measures to prevent unauthorized use or disclosure of the Disclosing Party's Confidential Information, which must be no less than the measures imposed by the Receiving Party on its own Confidential Information; (d) only disclose the Disclosing Party's Confidential Information to its Affiliates, employees, officers, directors, contractors, advisers and agents ("Representatives") on a strictly need-to-know basis in order to carry out the Purpose, and subject to each of them being subject to a confidentiality obligation that is no less protective than this Agreement; (e) not publicise or include in any promotional or marketing materials, or otherwise disclose to the public, any information relating to or about the Transaction or this Agreement; and (f) promptly notify the Disclosing Party as soon as it is aware of any unauthorised access to, or disclosure or loss of, the Disclosing Party's Confidential Information.
This Agreement shall survive for a period of two (2) years from the last disclosure of any Confidential Information, unless or until a definitive binding agreement is entered into between the Parties in relation to the Transaction that incorporates confidentiality provisions superseding the terms of this Agreement.
Within fourteen (14) days of the Receiving Party's receipt of a written request from the Disclosing Party, the Receiving Party shall (at the Disclosing Party's election) either return or destroy (which will be confirmed in writing by an authorised representative of Receiving Party upon the Disclosing Party's written request) all of the Disclosing Party's Confidential Information in the possession or control of the Receiving Party, its Affiliates or Representatives, in whatsoever form or format.
Notwithstanding the foregoing, the Receiving Party may retain reasonable copies of the Disclosing Party's Confidential Information for (a) compliance with applicable laws, rules or regulations, (b) insurance, accounting or taxation purposes, or (c) to establish its rights under this Agreement; provided that the Receiving Party shall continue to comply with its obligations under this Agreement in relation to such retained copies.
The Receiving Party shall not at any time during the term of this Agreement, without prior written consent of the Disclosing Party (which consent the Disclosing Party may withhold in its sole discretion), (i) attempt in any manner to deal directly or indirectly with any contact persons or other individuals or companies related to the Purpose; or (ii) bypass, compete, avoid, circumvent, or attempt to circumvent the Disclosing Party relative to Purpose, including by utilising any of the Confidential Information or otherwise exploiting or deriving any benefit from the Confidential Information.
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Hong Kong.
The Parties irrevocably agree that the courts of Hong Kong shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, this Agreement or its subject matter or formation (including non-contractual disputes or claims).
(a) Without prejudice to any other rights or remedies, the Parties acknowledge and agree that damages alone would not be an adequate remedy for any breach of this Agreement and that the Parties shall accordingly be entitled to seek the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of this Agreement.
(b) This Agreement may only be modified in writing signed by both Parties.
(c) If any term of this Agreement is deemed unenforceable by any court or tribunal of competent jurisdiction, it shall be severed and the remaining terms will continue in full force and effect.
(d) A failure or delay by any Party to exercise any right or to act upon a breach under this Agreement shall not be a waiver of that right or breach. Any waiver by a Party must be in writing, and such waiver is limited to the particular right or breach stated therein.
(e) Neither Party shall assign or otherwise transfer this Agreement without the prior written consent of the other Party.
(f) Neither Party has any obligation under this Agreement to complete any transaction or provide, accept, purchase or offer for sale any products or services to or from the other Party.
(g) The Disclosing Party does not make any representation, warranty or guarantee whatsoever to the Receiving Party with respect to the Confidential Information.
(h) Nothing in this Agreement is intended to, nor shall create, any right enforceable by any third party not a Party to this Agreement, and the Contracts (Rights of Third Parties) Ordinance (Cap 623) shall not otherwise apply to this Agreement.
(i) Execution and delivery of this Agreement electronically is valid and effective, and a signed facsimile or electronic copy is deemed an original for all purposes. This Agreement may be executed in separate counterparts. Each counterpart will constitute an original and all the counterparts together will constitute one document.
Any notice that may or is required to be given pursuant to this Agreement shall be in writing and shall be sufficiently given or made if sent by courier, mailed by prepaid registered mail or served personally upon the Party for whom it is intended, addressed for the Party at the address(es) written in the Schedule below.
The date of receipt of any notice, if served personally, shall be deemed to be the date of delivery thereof and, if couriered or mailed, the third business day after dispatch.
The Parties have duly executed this Agreement:
For and on behalf of AA Capital
Signed: ____________________
Name: ______________________
Title: ______________________
Date: _______________________
For and on behalf of Company
Signed: ____________________
Name: ______________________
Title: ______________________
Date: _______________________