Assignments of Insurances

11.    Receiver
11.1    Upon and after the occurrence of an Event of Default or if so requested by the Assignor, the Bank may by writing (acting through an authorised officer of the Bank) without notice to the Assignor:

(a)    appoint one or more persons to be a Receiver of the whole or any part of the Assigned Property;

(b)    appoint two or more Receivers of separate parts of the Assigned Property;

(c)    remove (so far as it is lawfully able) any Receiver so appointed; or

(d)    appoint another person(s) as an additional or replacement Receivers) in relation to the whole or any part of the Assigned Property.

11.2    Each person appointed to be a Receiver pursuant to this Clause 11 shall be:

(a)    entitled to act individually or together with any other person appointed or substituted as Receiver of any part of the Assigned Property;

(b)    for all purposes shall be deemed to be the agent of the Assignor which or who shall be solely responsible for his acts, defaults and liabilities and for the payment of his remuneration and no Receiver shall at any time act as agent for the Bank; and

(c)    entitled to remuneration for his services at a rate to be fixed by the Bank from time to time (without being limited to the maximum rate specified by the Conveyancing and Property Ordinance (Cap. 219)).

11.3    The powers of appointment of a Receiver herein contained shall be in addition to all statutory and other powers of appointment of the Bank and such powers shall remain exercisable from time to time by the Bank in respect of the Assigned Property or any part thereof.

11.4    Every Receiver appointed under this Clause 11 shall (subject to any restrictions in the instrument appointing him but notwithstanding any death, mental incapacity, bankruptcy, winding-up or dissolution, as the case may be，of the Assignor) have and be entitled to exercise，in relation to the Assigned Property (and any assets of the Assignor which, when got in, would be Assigned Property) or that part thereof in respect of which he was appointed, and as varied and extended by the provisions of this Assignment (in the name of or on behalf of the Assignor or in his own name and，in each case, at the cost of the Assignor):

(a)    all the powers conferred by law on mortgagors and/or on mortgagees in possession and/or on receivers;

(b)    all the powers and rights of an absolute owner and power to do or omit to do anything which the Assignor itself or himself could do or omit to do; and

(c)    the power to do all things (including bringing or defending proceedings in the name or on behalf of the Assignor) which seem to such Receiver to be incidental or conducive to (i) any of the functions, powers, authorities or discretions conferred on or vested in him or (ii) the exercise of any rights, powers and remedies of the Bank and/or any Receiver appointed hereunder provided by this Assignment or by law (including realisation of all or any part of the Assigned Property) or (iii) bringing to his hands any assets of the Assignor forming part of, or which when got in would be, Assigned Property.

11.5    In addition to and without prejudice to the generality of the foregoing, every Receiver shall (subject to any limitations or restrictions expressed in the instrument appointing him but


-------------------------

notwithstanding any death, mental incapacity, bankruptcy, winding-up or dissolution, as the case may be, of the Assignor) have the following powers in relation to the Assigned Property (and any assets of the Assignor which, when got in，would be part of the Assigned Property) in respect of which he was appointed (and every reference in this Clause 11.5 to the "Assigned Property" shall be read as a reference to that part of the Assigned Property in respect of which such Receiver was appointed):

(a)    Take Possession

power to enter upon, take immediate possession of, collect and get in the Assigned Property including without limitation proceeds and other income whether accrued before or after the date of his appointment and for that purpose to take proceedings in the name of the Assignor or in his own name;

(b)    Proceedings and Claims

power to bring, prosecute, enforce, defend and abandon applications, claims, disputes, actions, suits and proceedings in connection with all or any part of the Assigned Property or this Assignment in the name of the Assignor or in his own name and to submit to arbitration, negotiate, compromise and settle any such applications, claims, disputes, actions, suits or proceedings;

(c)    Perform

power to perform the Assigned Contracts and obligations of the Assignor in relation to the Assigned Property or any part thereof;

(d)    Deal with Charged Property

power, in relation to the Assigned Property and each and every part thereof, to sell, transfer，convey, dispose of, vary or terminate (in each case with or without consideration) or concur in any of the foregoing by the Assignor or any other receiver or manager of the Assignor (including without limitation to or in favour of the Bank) in such manner and generally on such terms as he thinks fit;

(e)    Acquisitions

power to purchase, lease, hire or otherwise acquire any assets or rights of any description which he shall in his absolute discretion consider necessary or desirable for the performance, improvement or realisation of the whole or any part of the Assigned Property or otherwise for the benefit of the whole or any part of the Assigned Property;

(f)    New Subsidiary

power to promote, procure the formation or otherwise acquire the share capital of, any body corporate (and, if the Assignor is not an individual, with a view to such body corporate becoming a subsidiary of the Assignor) or otherwise and purchasing, leasing or otherwise acquiring an interest in the whole or any part of the Assigned Property;

(g)    Insurance

power to effect, maintain or renew indemnity and other insurances and to obtain bonds and performance guarantees;

--------------------------
(h)    Borrowing

power to raise or borrow money from the Bank or any other person to rank either in priority to the security constituted by this Assignment or any part of it or otherwise and with or without a mortgage, charge or security over the Assigned Property or any part of it on such terms as he shall in his absolute discretion think fit (and no person lending such money shall be concerned to see or enquire as to the propriety or purpose of the exercise of such power or the application of money so raised or borrowed);

(i)    Redemption of Security

power to redeem, discharge or compromise any security whether or not having priority to the security constituted by this Assignment or any part of it;

(j) Covenants, Guarantees and Indemnities

power to enter into bonds, covenants, guarantees, commitments, indemnities and other obligations or liabilities as he shall think fit, to make all payments needed to effect, maintain or satisfy such obligations or liabilities and to use the personal seal or corporate seal, as applicable, of the Assignor; and

(k) Exercise of Powers in Assignor's Name

power to exercise any or all of the above powers on behalf of and in the name of the Assignor (notwithstanding any death, mental incapacity, bankruptcy, winding-up or dissolution of，as the case may be, the Assignor) or on its or his own behalf.

11.6    In making any sale or other disposal of all or any part of the Assigned Property or any acquisition in the exercise of their respective powers (including without limitation a disposal by a Receiver to any subsidiary of the Assignor (if applicable) or other body corporate as is referred to in paragraph (f) of Clause 11.5 (if applicable)) a Receiver or the Bank may accept or dispose of as, and by way of consideration for, such sale or other disposal or acquisition, cash, shares, loan capital or other obligations, including without limitation consideration fluctuating according to or dependent upon profit or turnover and consideration the amount whereof is to be determined by a third party. Any such consideration may, if thought expedient by such Receiver or the Bank, be nil or may be payable or receivable in a lump sum or by instalments. Any contract for any such sale, disposal or acquisition by a Receiver or the Bank may contain conditions excluding or restricting the personal liability of any Receiver or the Bank.

12.    Protection Of Third Parties

No person dealing with the Bank or any Receiver shall be concerned to enquire whether any event has happened upon which any of the powers, authorities and discretions conferred by or pursuant to this Assignment in relation to such property or any part thereof are or may be exercisable by the Bank or any Receiver.

13.    Avoidance Of Payments

No assurance, security or payment which may be avoided under any law relating to bankruptcy or insolvency or similar laws of general application or any similar event and no release, settlement or discharge given or made by the Bank on the faith of any such assurance，security or payment, shall prejudice or affect the right of such persons to enforce the security constituted by this Assignment in respect of the full extent of the moneys thereby secured. Any such release, settlement or discharge shall be deemed to be made subject to the condition that it will be void if any payment or security which the Bank may previously have received or may thereafter receive from any person in respect of the Secured Moneys is set aside under any applicable law or proves to have been for

-------------------
any reason invalid. It is further agreed that the Bank shall be at liberty in its absolute discretion to retain the security so created as security for the Secured Moneys and all documents relating to or evidencing ownership of all or any part of the Assigned Property for a period of sixty-one months after the Secured Moneys shall have been paid in full and, if at any time within that period of sixty-one months after such Secured Moneys having been paid in full, a petition (or equivalent) shall be presented to a competent court for an order for the bankruptcy or winding-up (or equivalent) of the Assignor or the Assignor commences to be wound-up voluntarily or commences any individual voluntary arrangements or any analogous proceedings are commenced in respect of it or him, the Bank shall be at liberty, notwithstanding as aforementioned, to continue to retain such security and such documents or any part thereof for and during such further period as the Bank in its absolute discretion shall determine and the Assignor agrees that such security shall be deemed to have been and to have remained held by the Bank as and by way of security for the payment and discharge of the Secured Moneys.

14.    Currency Indemnity

14.1    Currency Indemnity: Dollars is the sole currency of account and payment for all sums payable by the Assignor under or in connection with this Assignment, including damages. Any amount received or recovered in a currency other than Dollars (whether as a result of, or the enforcement of, a judgment or order of a court of any jurisdiction or otherwise) by the Bank in respect of any sum expressed to be due to it from the Assignor under this Assignment shall constitute a discharge to the Assignor only to the extent of the Dollar amount which the Bank is able, in accordance with its usual practice, to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If that Dollar amount is less than the Dollar amount expressed to be due to the Bank under this Assignment, the Assignor shall indemnify the Bank against any loss sustained by it as a result thereof. In any event, the Assignor shall indemnify the Bank against the cost of making any such purchase.

14.2    Indemnities Separate: The above indemnity constitutes a separate and independent obligation from the other obligations in this Assignment, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Bank and shall continue in full force and effect despite any judgment, order, claim or proof for a liquidated amount in respect of any sum due under this Assignment or any judgment or other order. No proof or evidence of any actual loss may be required.

15.    Expenses And Stamp Duty
The Assignor shall pay:

(a)    on demand, all costs and expenses (including legal fees on a full indemnity basis and stamp duty) incurred by the Bank in connection with the preparation, negotiation or entry into of this Assignment and/or any amendment of, supplement to or waiver in respect of this Assignment;

(b)    on demand, all costs and expenses (including legal fees on full indemnity basis) incurred by the Bank in the administration of or in protecting or enforcing any rights under this Assignment and/or any such amendment, supplement or waiver; and

(c)    promptly, and in any event before any interest or penalty becomes payable, any stamp， documentary, registration or similar tax or fee payable in connection with the entry into, registration，performance, enforcement or admissibility in evidence of this Assignment and/or any such amendment, supplement or waiver, and shall indemnify the Bank against any liability with respect to or resulting from any delay in paying or omission to pay any such tax.

--------------------------

16.    Calculations And Evidence

16.1    The entries made in the accounts by the Bank in accordance with its usual practice shall be conclusive evidence of the existence and amounts of the obligations of the Assignor recorded in them.

16.2    A certificate by the Bank (including any computer generated statement or certificate) as to any sum payable to it under this Assignment and any other certificate, determination, notification or opinion of the Bank provided for in this Assignment, shall be conclusive, save for manifest error.

17.    Assignment

17.1    This Assignment shall benefit and be binding on the parties, their respective successors and any permitted assignee or transferee of all or any part of a party's rights or obligations under this Assignment. Any reference in this Assignment to any party shall be construed accordingly.

17.2    The Assignor may not assign or transfer all or any part of its or his rights or obligations under this Assignment, and it or he shall remain fully liable for all of its or his undertakings, agreements, duties, liabilities and obligations hereunder, and for the due and punctual observance and performance thereof.

17.3

(a)    The Bank (at its own cost and expense) may assign all or any part of its rights and/or transfer all or any part of its obligations under this Assignment without the consent of the Assignor.

(b)    Any such assignee or transferee shall be and be treated as the Bank for all purposes of this Assignment and shall be entitled to the full benefit of this Assignment to the same extent as if it were an original party in respect of the rights or obligations assigned or transferred to it.

17.4    Where the Bank transfers its obligations or any part thereof under Clause 17.4，the Assignor shall execute such documents as are necessary to release the Bank to the extent of the transfer and join the transferee as a party to this Assignment and any document related hereto or in connection with this Assignment, as the case may be.

18.    Remedies, Waivers And Consents

No failure on the part of the Bank or any Receiver to exercise, and no delay on its or his part in exercising, any right, power or remedy under this Assignment or by law will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy under this Assignment preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies provided in this Assignment are cumulative and not exclusive of any other rights or remedies (whether provided by law or otherwise). Any waiver or consent given by the Bank under this Assignment shall be in writing and may be given subject to such conditions as the Bank may impose. Any waiver or consent shall be effective only in the instance and for the purpose for which it is given and any waiver or consent shall be made or given without prejudice to the Bank's right at any time afterwards to act strictly in accordance with the original agreed terms in respect of the existing or subsequent breach.


----------------


19.    Changes In The Bank
No change whatsoever in the constitution of the Bank whether by amalgamation, reconstruction, consolidation or otherwise shall affect the rights obligations and security of the Bank under this Assignment and this Assignment shall continue to be valid and binding.

20.    Governing Law And Jurisdiction

20.1    Hong Kong Law: This Assignment shall be governed by and construed in all respects in accordance with the laws of Hong Kong.

20.2    Competence and Enforcement: The Assignor irrevocably submits to the non-exclusive jurisdiction of the courts of Hong Kong in relation to any legal action or proceedings arising out of or in connection with this Assignment {Proceedings), That submission shall not affect the right of the Bank to take Proceedings in any other jurisdiction nor shall the taking of Proceedings in any jurisdiction preclude the Bank from taking Proceedings in any other jurisdiction, whether concurrently or not.

21.    Miscellaneous Provisions

The provisions in the General Terms in relation to Instructions and Communications and Severability shall apply (where appropriate) in relation to this Assignment as if they were set out herein, but with references in those clauses to "the Agreement", "the Client" and "the Investments" being replaced respectively by references to "this Assignment", "the Assignor" and "the Assigned Contracts".



---------------------------

SCHEDULE 1

Interpretation
1.1 Definitions: In this Assignment:

Assigned Contracts means the Insurances and Assigned Contract means any one of them;

Assigned Property means the property, assets and rights for the time being comprised in or subject to the assignments and charges contained in this Assignment, and references to the Assigned Property include references to any part of it;

Banking Documents means the Custodian Agreement(s) and all loan agreements, credit agreements, facility letters and other credit facility documents made or to be made between the Bank and the Borrower, the Assignor and/or any Debtor, and includes all other agreements, letters and documents in connection with the Banking Facilities;

Banking Facilities means such loan，credit，facility or other accommodaticm as the Bank may at any time and from time to time make or continue to make available to the Borrower, the Assignor or any Debtor;

Borrower(s) means the individuals or companies specified in Schedule 2;

Contract Party means a party to an Assigned Contract other than the Assignor;

Contract Proceeds means all moneys of whatsoever kind which may at any time become payable by any Contract Party (including but without limitation, cash surrender, loan value and dividends), whether arising out of any breach of or claim under the Assigned Contracts;

Custodian Agreement means the Account Opening and Custodian Agreement entered into between the Borrower, the Assignor and/or any Debtor and the Bank pursuant to which, inter alia, the Borrower, the Assignor and/or any Debtor opens accounts with the Bank and various assets belonging to the Borrower, the Assignor and/or any Debtor are held by the Bank as custodian, all the account opening and other documents annexed thereto (including the Terms and Conditions) and such other agreements and documents entered into from time to time by the Borrower, the Assignor and/or any Debtor with the Bank for such purpose;

Debtor means one or more person(s) specified as ”Debtor" in Schedule 2;

Dollars means the lawful currency of [the Republic of Singapore]/[Hong Kong]/[the United States of America];

Event of Default means any event or circumstance which would entitle the Bank to accelerate or demand immediate prepayment in full of any loan made under any of the Banking Facilities pursuant to the terms of any Banking Document, including without limitation, the events of default described in the Custodian Agreement;

General Terms means Section A. General Terms and Conditions or any prevailing standard form of General Terms and Conditions which may be implemented by the Bank from time to time;

Hong Kong means the Hong Kong Special Administrative Region of the People's Republic of China;

Insurances means life assurance policy no. B055022855 issued by ATA International Limited and all other life assurance policies which are from time to time taken out or entered into by the Assignor;


----------------------------------

Receiver means a receiver or receiver and manager or the holder of any analogous position under the laws of any jurisdiction (as applicable) of the whole or any part of the Assigned Property and that term will include any appointee made under a joint and/or several appointment.

Secured Moneys means all obligations, indebtedness and liabilities of every kind due or owing or incurred by the Borrower, the Assignor and/or any Debtor to the Bank at any time whether in Hong Kong, Singapore or elsewhere, including the following:

(a)    all present or future obligations, indebtedness and liabilities of the Borrower, the Assignor and/or any Debtor to the Bank on any current, advance, loan or other account whatsoever and in relation to any loan, credit, facility or other accommodation under the Banking Documents or otherwise;

(b)    all present or future obligations, indebtedness and liabilities in respect of notes or bills discounted or paid or bills accepted for or at the request of the Borrower, the Assignor and/or any Debtor;

(c)    all other present or future obligations, indebtedness and liabilities whatsoever of the Borrower, the Assignor and/or any Debtor to the Bank, actual or contingent, secured or unsecured (including obligations, indebtedness and liabilities as principal, surety or guarantor in any capacity whatsoever, alone or jointly with any other person);

(d)    on a full indemnity basis, all costs, charges and expenses (including but not limited to stamp duties and legal costs and expenses and goods and services tax, value-added tax, consumption tax or similar taxes by whatever name called) owed to or incurred directly or indirectly by the Bank, any Receiver or their delegate or sub-delegate appointed pursuant to applicable terms (including remuneration payable to any such Receiver or delegate), whether in relation to the Banking Facilities, this Assignment, the Assigned Property, any other security held by the Bank in connection with any Banking Facilities or otherwise;

(e)    on a full indemnity basis, any cost or expense incurred by the Bank, any Receiver or their delegate or sub-delegate appointed pursuant to applicable terms in perfecting, realising or enforcing the Banking Facilities, this Assignment, the Assigned Property and/or any other security or otherwise or in maintaining or managing the Assigned Property, including making any payment on behalf of the Assignor in respect of the Assigned Property, as a result of the failure by the Assignor to make such payment whenever due or upon demand; and

(f)    up to the date of repayment (whether before or after any demand or judgment or the death, mental incapacity, bankruptcy, insolvency or liquidation, as the case may be, of the Borrower, the Assignor or any Debtor)，all interest, fees, commissions, discount and other charges in relation to the cases mentioned in paragraphs (a), (b), (c), (d) and (e) above at the rates and upon the terms as may be specified in the relevant Banking Documents and, in the absence of such specification, such interest being computed in each such case according to the usual practice of the Bank and so that interest shall be payable at the same rate as well after as before any judgment;

Terms and Conditions means the General Terms and Treasury Terms and any prevailing form of the terms and conditions which may be implemented by the Bank from time to time; and

Treasury Terms means Section B. Terms and Conditions For Treasury Services or any prevailing standard form of Terms and Conditions For Treasury Services which may be implemented by the Bank from time to time.

1.2    Construction of Certain References: Except to the extent that the context requires otherwise, any reference in this Assignment to:

------------------------------


an Ordinance or any Section of, Schedule to or other provision of an Ordinance shall be construed, at any particular time, as including a reference to any modification, extension or re-enactment thereof then in force and all instruments, orders and regulations then in force and made under or deriving validity from the relevant Ordinance or provision;

any agreement or document including but not limited to this Assignment，the Banking Documents and Insurances includes any such agreement or document as from time to time modified, amended, supplemented, extended, restated, replaced or novated;

the assets of any person includes all or any part of its or his business, undertaking, property, assets, revenues (including any right to receive revenues) and (in the case of a body corporate) uncalled capital;

consent includes an approval，authorisation, exemption，filing, licence, order, permission, recording or registration (and references to obtaining consents shall be construed accordingly);

a day，month or year shall be construed by reference to the Gregorian calendar;

any reference to any gender includes the opposite gender;

泛 guarantee includes an indemnity, and any other obligation (whatever called) of any person to pay, purchase, provide funds (whether by the advance of money, the purchase of or subscription for shares or other securities, the purchase of assets or services, or otherwise) for the payment of, indemnify against the consequences of default in the payment of, or otherwise be responsible for, any indebtedness of any other person (and guarantor shall be construed accordingly);

indebtedness includes any obligation (whether present or future, actual or contingent, secured or unsecured, as principal, surety or otherwise) for the payment or repayment of money;

something having a material adverse effect on a person is to it having a material adverse effect (a) on its or his business，assets, operations, management or financial condition or (b) on its or his ability to perform and comply with its or his obligations under this Assignment;

any reference to a natural person, includes, where appropriate, a legal person and vice-versa;

an obligation of any person under this Assignment or any other agreement or document shall be construed as a reference to an obligation expressed to be assumed by or imposed on it or him under this Assignment or, as the case may be, that other agreement or document (and due, owing, payable and receivable shall be similarly construed);

the parties shall mean the parties to this Assignment;

a person includes any individual, company, corporation, firm, partnership, joint venture, association, organisation, trust, state or agency of a state (in each case，whether or not having separate legal personality);

security includes any mortgage, pledge, lien, hypothecation, security interest or other charge or encumbrance and any other agreement or arrangement having substantially the same economic effect (including any hold back or flawed asset arrangement) (and secured shall be construed accordingly);

tax(es) includes any present or future tax, levy, impost, duty, charge, fee, deduction or withholding of any nature and whatever called, by whomsoever, on whomsoever and wherever imposed, levied, collected, withheld or assessed; and

the winding-up of a person includes the amalgamation, reconstruction, reorganisation, administration, judicial management, dissolution, liquidation, merger or consolidation of that person,

----------------------------


and any equivalent or analogous procedure under the law of any jurisdiction in which that person is incorporated, domiciled or resident or carries on business or has assets.

1.3    Miscellaneous Construction: The principles of construction set out in the General Terms shall apply to this Assignment as though they were set out in full in this Assignment, except that references to "this Agreement" shall be construed as references to "this Assignment" and "Client" shall be construed as references to "the Assignor".



-------------------




------------------------


Date:

To: AIA International Limited
Dear Sirs,
Re: Life Assurance Policy No.: B055022855

We hereby give you notice that by an Assignment of Insurances (Assignment) dated [    ]

made by me as assignor in favour of Credit Tndustriel et Commercial, Singapore branch (Bank)，I have assigned absolutely to the Bank all my rights, title and interest in and to the insurance constituted by the Life Assurance Policy No. B055022855 {Insurance Policy) issued by you and all moneys payable by you pursuant to the Insurance Policy (including cash surrender, loan value, dividends and the proceeds of any payment on account of any claim, award and judgment made or given under or in connection with the Insurance Policy).

You are hereby directed to pay all such moneys (as and when they become payable) to the Bank in accordance with the Bank's instructions.

Under the provisions of the Assignment:

(a)    I am not entitled to exercise any right or power under the Policy; and

(b)    I shall remain liable to perform my obligations under the Insurance Policy and the Bank shall not assume any obligation to perform the obligations imposed on me thereby.

This notice and the instructions herein contained are irrevocable and may not be revoked, modified or varied without the prior consent in writing of the Bank.

Terms defined or used in the Assignment have the same meaning in this notice.

This notice is governed by Hong Kong law.

Please acknowledge receipt of this notice by sending the attached form of acknowledgement to the Bank at 12 Marina Boulevard #37-01 Marina Bay Financial Centre Tower 3 Singapore 018982
Yours faithfully,
cc. Credit Industriel et Commercial, Singapore branch