MAN SANG HOLDINGS INC
SERVICE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>y42408ex10-2.txt
<DESCRIPTION>SERVICE AGREEMENT
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 10.2



                       DATED THE 31ST DAY OF AUGUST, 2000





                         MAN SANG INTERNATIONAL LIMITED



                                       AND



                                  CHENG TAI PO





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

                                SERVICE AGREEMENT

                          -----------------------------
<PAGE>   2
                                     CONTENT

<TABLE>
<CAPTION>
   CLAUSE       DESCRIPTION                                                PAGE
   ------       -----------                                                ----
<S>             <C>                                                        <C>
   1.           INTERPRETATION .............................................  1
   2.           APPOINTMENT ................................................  2
   3.           DURATION ...................................................  2
   4.           EXECUTIVE'S DUTIES .........................................  2
   5.           REMUNERATION ...............................................  3
   6.           OTHER BENEFITS .............................................  3
   7.           EXPENSES ...................................................  4
   8.           DEDUCTIONS .................................................  4
   9.           LEAVE ......................................................  4
   10.          TERMINATION ................................................  5
   11.          EXECUTIVE'S UNDERTAKINGS ...................................  6
   12.          INTELLECTUAL PROPERTY RIGHTS ...............................  9
   13.          MISCELLANEOUS ..............................................  9
</TABLE>
<PAGE>   3
THIS AGREEMENT is made on the 31st day of August, 2000



BETWEEN:

(1)     MAN SANG INTERNATIONAL LIMITED, a company incorporated under the laws of
        Bermuda and having its registered office at Clarendon House, 2 Church
        Street, Hamilton HM11, Bermuda and its principal place of business in
        Hong Kong at 21st Floor, Railway Plaza, 39 Chatham Road South,
        Tsimshatsui, Kowloon, Hong Kong (the "Company"); and

(2)      CHENG TAI PO of 20B, The Mayfair, 1 May Road, Hong Kong (the
         "Executive").


WHEREBY IT IS AGREED as follows:

1.      INTERPRETATION

1.01     In this Agreement, unless the context requires otherwise:

         "Board" means the board of directors for the time being of the Company;

         "Group" means the Company and its subsidiaries from time to time and
         "member of the Group" shall be construed accordingly;

         "HK$" means Hong Kong dollars;

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

         "Listing Rules" means the Rules Governing the Listing of Securities on
         The Stock Exchange of Hong Kong Limited (as the same may be amended
         from time to time); and

         "month" means calendar month.

1.02     References herein to Clauses are to clauses in this Agreement unless
         the context requires otherwise.

1.03     The headings are inserted for convenience only and shall not affect the
         construction of this Agreement.

1.04     Unless the context requires otherwise, words importing the singular
         include the plural and vice versa and words importing a gender include
         every gender.

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<PAGE>   4
2.      APPOINTMENT

        The Company will employ the Executive and the Executive hereby agrees to
        serve the Company as an executive director upon the terms and subject to
        the conditions hereinafter appearing.


3.      DURATION

        Subject to termination as hereinafter provided, the Company will employ
        the Executive with effect from 1st September, 2000 for a term of three
        (3) years until terminated by either party giving to the other not less
        than three (3) months' notice in writing.


4.      EXECUTIVE'S DUTIES

        The Executive shall, during the continuance of his employment hereunder:

        (a)    serve the Company as the Vice Chairman and an executive director
               and, in such capacity, perform the duties and exercise the powers
               from time to time assigned to or vested in him by the Board
               (including (without further remuneration unless otherwise agreed)
               serving on the board of directors, or in any other office, of any
               member(s) of the Group, as the Board may require) and he will
               perform those duties at such place or places in Hong Kong or
               elsewhere as the Board may from time to time determine;

        (b)    comply with and conform to any lawful instructions or directions
               from time to time given or made by the Board, or with the
               authority of the Board, and shall comply with the Company's
               rules, regulations, policies and procedures from time to time in
               force;

        (c)    faithfully and diligently serve the Group and use his best
               endeavours to promote the business and interests thereof;

        (d)    devote himself exclusively and diligently to the business and
               interests of the Group and personally attend thereto at all times
               during usual business hours and during such other times as the
               Company may reasonably require except in case of incapacity
               through illness or accident in which case he shall forthwith
               notify the Secretary of the Company of such incapacity and shall
               furnish to the Board such evidence thereof as it may require;

        (e)    keep the Board promptly and fully informed (in writing if so
               requested) of his conduct of the business or affairs of the Group
               and provide such explanations as



                                       2
<PAGE>   5
               the Board may require in connection therewith;

        (f)    carry out his duties and exercise his powers jointly with any
               other director or executive of any member of the Group as shall
               from time to time be appointed by the Board to act jointly with
               the Executive and the Board may at any time require the Executive
               to cease performing or exercising any of his duties or powers
               under this Agreement; and

        (g)    comply with the relevant requirements of all applicable laws,
               regulations, codes of practice and rules (including Securities
               (Insider Dealing) Ordinance, the Rules Governing the Listing of
               Securities on The Stock Exchange of Hong Kong Limited and the
               Model Code for Securities Transactions by Directors of Listed
               Companies set out in Appendix 10 therein and the rules of any
               other stock exchange, market or dealing system on which the
               securities of any member of the Group is traded and the
               applicable laws, regulations, codes of practice in that
               jurisdiction).


5.      REMUNERATION

        The remuneration of the Executive shall be:

        (a)    an annual salary package of HK$3,000,000.00, such salary to
               include any sum receivable as director's fees or other
               remuneration from any other member of the Group (if any). This
               salary will be reviewed by the Board each year at the time of the
               annual salary reviews for senior executives provided that the
               Executive shall abstain from voting and shall not be counted in
               the quorum in respect of any resolution regarding the amount
               payable to himself in relation to his employment under this
               Agreement which is proposed at any meeting of the Board;

        (b)    in respect of every financial year of the Company (which
               expression shall include any other financial period in respect of
               which the Company's accounts are made up), a discretionary bonus
               of such amount as shall be determined by the Board (provided that
               the aggregate of such amount and all discretionary bonuses
               payable by the Company to its executive directors in any
               financial year shall not exceed ten per cent. of the net profits
               (after tax and after extraordinary items) of the Company for such
               year as shown in its audited accounts), provided that such
               discretionary bonus shall be paid only on a pro rata basis in
               respect of any financial year of the Company during a portion
               only of which the Executive has served the Company hereunder,
               unless his employment shall have been terminated pursuant to
               Clause 10.02, in which case no discretionary bonus is payable.



                                       3
<PAGE>   6
6.      OTHER BENEFITS

6.01    In addition to the foregoing remuneration and benefits, the Executive
        shall also be entitled to the following during the continuance of his
        employment hereunder, subject to determination by the Board as to the
        appropriate level of cost of each item:

       (a)    the use of a residential property of the Company for accommodation
              as approved by the Board and the Company shall pay all rates,
              government rents, utilities and other outgoings for maintenance
              and repair in respect of the use of such premises; and

       (b)    the use (whether for business or personal purposes) of a motor car
              of such type as may be approved by the Board and the Company shall
              pay all vehicle registration fees, taxes and insurance premiums in
              respect of the car and shall pay or reimburse against receipts all
              maintenance, repair and other running costs in respect of the car
              and the cost of petrol.

6.02    In addition to the above benefits, the Executive shall also be entitled
        to such other benefits under any applicable employee benefit plan and
        employee share option scheme adopted by the Company and any member of
        the Group of which the Executive is a director or holds office for their
        respective employees (including the Executive) as the Board shall from
        time to time determine.


7.      EXPENSES

        The Company shall reimburse the Executive (against receipts or such
        other reasonable evidence of expenditure as the Board may require) for
        all reasonable expenses properly incurred in the course of his
        employment hereunder or in promoting or otherwise in connection with the
        business of the Company.


8.      DEDUCTIONS

        The Company shall be entitled, subject to any laws or agreements to the
        contrary, at any time to deduct from the Executive's remuneration
        hereunder any monies due from him to any member of the Group including,
        but not limited to, any outstanding loans, advances, the cost of
        repairing any damage to or loss of the Company's property caused by him
        (and of recovering the same) and any other monies owed by him to the
        Company or any of its subsidiaries.


9.      LEAVE

        The Executive shall be entitled after completion of each year of service
        with the



                                        4
<PAGE>   7
        Company to fifteen (15) days' leave (in addition to public holidays)
        with full pay, which leave shall be taken at such time or times as may
        be convenient to the Board having regard to the exigencies of the
        Group's business provided that:

        (a)    if the employment of the Executive hereunder is to cease on the
               completion of any year of service, the Executive shall be
               entitled to take his said leave immediately prior to the end of
               such year of service notwithstanding that at that time such year
               of service shall not have been completed;

        (b)    if the employment of the Executive hereunder is to cease (for any
               reason other than termination pursuant to Clause 10.02) during
               any year of service, the Executive shall be entitled to an amount
               of leave proportionate to the part of the year during which he
               has been employed by the Company, such leave to be taken
               immediately prior to the termination of his employment; and

        (c)    if for any reason the Executive shall not have taken his full
               entitlement of leave in any particular year he shall not have any
               claim against the Company in respect thereof nor, unless the
               reason is the exigencies of the Company's business (of which the
               Board shall be the sole judge), shall he be entitled to
               additional leave in any year in respect of leave not taken in
               previous years.


10.      TERMINATION

10.01    If the Executive is at any time incapacitated by illness, injury or
         accident from performing his duties hereunder and (if so required)
         furnishes the Board with evidence satisfactory to it of such incapacity
         and the cause thereof he shall be entitled to receive his full salary
         for the first three (3) months or any shorter period during which such
         incapacity continues and if he continues so incapacitated for a longer
         period than three (3) consecutive months or if he is so incapacitated
         at different times for more than ninety (90) days in any one period of
         fifty-two (52) consecutive weeks then and in either of such cases his
         employment may be terminated by the Company by one (1) month's notice
         in writing.

10.02    If at any time during the term of his employment hereunder the
         Executive shall be guilty of or commit any serious misconduct which in
         the absolute opinion of the Board is in any way detrimental to the
         interests of any member of the Group, or shall be in breach of any of
         the terms of this Agreement, or shall commit any act of bankruptcy or
         become insolvent, or make any arrangements or composition with his
         creditors generally, or become through mental disorder incapable of
         managing his own affairs, or fail to pay his personal debts or shall be
         guilty of persistent insobriety or be convicted of any criminal offense
         involving his integrity or honesty, the Company may terminate the
         Executive's employment hereunder forthwith without any notice or
         payment in lieu of notice and upon such termination, the Executive
         shall not be entitled to any bonus or any payment whatsoever (other
         than salary actually accrued due and payable pursuant to Clause 5(a))
         for or in respect of the then current year of service or to claim any
         compensation or damages for or in respect of or by reason of such
         termination.

10.03    In the event that: (a) the Executive is lawfully removed from his
         office as a director




                                       5
<PAGE>   8
        of the Company by virtue of a resolution passed by the members of the
        Company; or (b) the Executive, having retired from the office of
        director of the Company in accordance with the Bye-laws of the Company
        or any other applicable regulation or law, is not re-elected as a
        director of the Company by the shareholders of the Company at an annual
        general meeting of the Company, the Company may within seven (7) days of
        the date of such vacation from office by the Executive, terminate this
        Agreement forthwith by written notice to the Executive.

10.04   In the event of termination of the Executive's employment for whatever
        reason, the Executive shall:

         (a)    (if not already vacated from such office(s)) forthwith resign as
                a director of the Company and from all directorships or other
                offices held by him in any member of the Group (and the
                Executive irrevocably authorises the Company in his name and on
                his behalf to execute all documents and do all things necessary
                to effect such resignation in the event of his failure to do
                so);

         (b)     shall cease to be entitled to any benefits under this
                 Agreement;

         (c)     immediately return the car provided by the Company under Clause
                 6.01 (b) and the keys in respect thereof to the Company at its
                 principal place of business in Hong Kong or such other place in
                 Hong Kong as the Company may reasonably request; and

         (d)     immediately vacate from the residential property of the Company
                 provided for use pursuant to Clause 6.01 (a) and forthwith
                 return the keys in respect thereof to the Company at its
                 principal place of business in Hong Kong or such other place in
                 Hong Kong as the Company may reasonably request

         and the Executive shall not be entitled to claim any other compensation
         whatsoever from the Company in respect of such termination except where
         the Board otherwise agrees or as expressly provided for under this
         Agreement.

10.05    Any delay or forbearance by the Company in exercising any right to
         terminate this Agreement shall not constitute a waiver of such right.

10.06    If notice is served by either party pursuant to Clause 3, then for up
         to a maximum period of three (3) months, the Company shall not be
         obliged, at any time after the notice of termination is served, to
         provide any work for the Executive or to assign to or vest in the
         Executive any powers, duties or functions and may in its absolute
         discretion suspend the Executive from work, and suspend the contractual
         benefits of the Executive set out in Clause 5(b) and 6 and to require
         the Executive to refrain




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<PAGE>   9
         from entering any premises of any member(s) of the Group and to refrain
         from contacting any customers, clients, employees or suppliers of any
         member(s) of the Group.


11.      EXECUTIVE'S UNDERTAKINGS

11.01    The Executive agrees to take good care of the car supplied by the
         Company under Clause 6.01(b) and the residential property provided by
         the Company under the Clause 6.01(a), and to ensure that the terms and
         conditions of the insurance policies in respect of the car and the
         residential property are observed.

11.02    The Executive shall not either during the continuance of his employment
         hereunder or at any time thereafter divulge to any person whomsoever or
         to any body corporate or unincorporated (except to those officers of
         the Group whose province it is to know the same) or use for his own
         purposes or for any purposes other than those of the Group and shall
         use his best endeavours to prevent the unauthorised publication or
         disclosure of any trade secret or any confidential information
         concerning the business or finances of any member of the Group or any
         of its dealings, transactions or affairs or those of its customers,
         suppliers, management and shareholders which may come to his knowledge
         during or in the course of his employment. Confidential information
         shall include, without limitation, lists or details of customers and
         suppliers, information relating to the working of any process of
         invention carried on or used by any member of the Group, information
         relating to research and other projects, prices, discounts, mark-ups,
         future business strategy and development, marketing, price-sensitive
         information and any other information which is not generally available
         to the public.

11.03    Forthwith upon the termination of the employment of the Executive
         hereunder, and/or at any other time if the Company shall so request:

         (a)      the Executive shall not, directly or indirectly, disseminate,
                  disclose, divulge, reveal, report, publish, transfer or use,
                  for any purpose whatsoever, any information which has been
                  obtained by or disclosed to the Executive as a result of or in
                  relation to the Executive's employment by the Company,
                  including without limitation any confidential information
                  (which includes without limitation all lists of customers and
                  clients, specific customer names and data, business plans,
                  marketing plans, business contracts, distribution and sales
                  and marketing networks, designs, specifications, processes,
                  formulas, trade secrets, business secrets, sales information,
                  systems, programs, procedures, manuals, financial and
                  personnel information, and any other proprietary information
                  or data which the Company has received in confidence from
                  others) and any of the terms and conditions of this Agreement;
                  provided, however, that disclosure of any confidential
                  information shall not be prohibited if (i) such disclosure is
                  directly pursuant to a valid and existing order of a court of
                  competent jurisdiction or other governmental body or agency,
                  (ii) the Executive shall first have given prompt notice to the
                  Company of any such possible or prospective order (or
                  proceeding pursuant to which any such order may result), and
                  (iii) the Company shall have been afforded a reasonable
                  opportunity to respond to




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<PAGE>   10
                  (and if so advised by counsel, to challenge) such order;
                  provided further, that each party may disclose terms and
                  conditions of this Agreement to his or its attorneys and
                  accountants to the extent such disclosure is necessary to
                  enable such attorneys and accountants to render professional
                  services to such party;

         (b)      the Executive, his representatives, heirs, successors and
                  assigns shall completely release and forever discharge the
                  Company, its present, former or future parent, subsidiary,
                  affiliated, associated and other related companies, and any of
                  their present, former and future shareholders, directors,
                  officers, employees, agents, partners, consultants,
                  representatives and attorneys, and each of their successors
                  and assigns from all claims, demands, rights, causes of
                  action, obligations, liabilities and/or attorneys' fee claims,
                  of any and every kind, nature and character whatsoever
                  wheresoever, known or unknown, which the Executive may now
                  have or has ever had against the Group, including without
                  limitation those arising from or in any way connected with the
                  employment of the Executive by the Company or the resignation
                  or termination thereof, whether based on tort, express or
                  implied contract, law, rule, regulation or ordinance; and

         (c)      the Executive shall preserve the good name of, and shall not
                  make any disparaging comments about the Group and any of the
                  Company's present, former and future shareholders, directors,
                  officers, employees, agents, partners, consultants,
                  representatives and attorneys, and each of their successors
                  and assigns.

11.04    The Executive shall not file, or cause to be filed, in any court or
         with any governmental or quasi-governmental agency, any action, claim
         or charge against the Company, its present, former or future parent,
         subsidiary, affiliated, associated and other related companies and any
         of their present, former and future shareholders, directors, officers
         and employees and each of their succesors and assigns.

11.05    The Executive shall not at any time during the continuance of his
         employment hereunder or for a period of twelve (12) months thereafter,
         in any country or place where any member of the Group has carried on
         business, carry on or be employed or interested directly or indirectly
         in (whether as shareholder, director, partner, agent or otherwise and
         whether alone or jointly with others) any business carried on by any
         member of the Group during the continuance of the said employment in
         competition with any member of the Group (other than as a holder of not
         more than five (5) per cent of the issued shares, debentures or other
         securities of any company listed on any recognised stock exchange)
         provided that the provisions of this Clause 11.04 shall only apply in
         respect of business activities or services with which the Executive was
         personally concerned or for which he was responsible during his said
         employment.

11.06    The Executive shall not at any time during the continuance of his
         employment hereunder or for a period of twelve (12) months thereafter
         either on his own account or in conjunction with or on behalf of any
         other person or body corporate or unincorporated in competition with
         any member of the Group directly or indirectly solicit or entice away
         from any member of the Group, any person or body corporate or
         unincorporated who now is or at any time during or at the date of the
         termination




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<PAGE>   11
         of the said employment may have been or become a customer or supplier
         or prospective customer or supplier of any member of the Group and with
         whom the Executive had personal contact or dealings during his said
         employment.

11.07    The Executive shall not at any time during the continuance of his
         employment hereunder or for a period of twelve (12) months thereafter
         solicit or entice away from any member of the Group or employ or
         otherwise engage any person who now is or at any time during or at the
         date of the termination of the said employment may have become an
         employee of any member of the Group and with whom the Executive had
         contact during his said employment, whether or not such person would
         commit any breach of his contract of employment by reason of leaving
         the service of the relevant member of the Group.

11.08    The Executive shall not at any time or for any purpose after
         termination of his employment hereunder use either the English or
         Chinese name of the Company or any name similar thereto in connection
         with his own or any other name in any way calculated to suggest that he
         is or has been connected with the Company's business, nor in any way
         hold himself out as having had any such connection.

11.09    While the restrictions contained in Clauses 11.01 to 11.08 are
         considered by the parties to be reasonable for the protection of the
         business and interest of the Group and in all the circumstances and do
         not work harshly upon the Executive it is recognised that restrictions
         of the nature in question may fail for technical reasons unforeseen and
         accordingly it is hereby agreed and declared that if any such
         restrictions shall be adjudged to be void as going beyond what is
         reasonable in all the circumstances for the protection of the interests
         of the member(s) of the Group but would be valid if part of the wording
         thereof were deleted or the periods (if any) thereof were reduced or
         the range of products or area dealt with thereby were reduced in scope,
         the said restriction shall apply with such modifications as may be
         necessary to make it valid and effective.


12.      INTELLECTUAL PROPERTY RIGHTS

12.01    The Company (or any other member of the Group as the case may be) shall
         be entitled free of charge to the sole ownership and exclusive use of
         any invention or improvement made or discovered by the Executive and of
         any copyright, design right, trade mark, service mark or trade name
         created or used by the Executive (hereinafter referred to as the
         "intellectual property rights") in the course of or for the purpose of
         providing services hereunder to the Company or any other member of the
         Group.

12.02    The Executive shall forthwith and from time to time both during and
         after the term of this Agreement and at the request and cost of the
         Company, insofar as it is within his power, do such acts and things and
         execute such documents, as may in the opinion of the Company be
         reasonably necessary for obtaining letters patent, registration or
         other protection for any such intellectual property rights in any part
         of the world and shall effect such registration and vest such letters
         patent or other protection in the Company (or any other member of the
         Group as the case may be) or its nominees. The Executive irrevocably
         authorises the Company for the




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<PAGE>   12
         purposes aforesaid in the name of the Executive and execute any
         document or do anything on his behalf. The Executive shall at the cost
         and request of the Company render all reasonable assistance to the
         Company (or any other member of the Group as the case may be) for and
         in connection with the purposes aforesaid.

12.03    The Executive shall not during or after the termination of the
         Agreement use to the detriment or prejudice of the Group or divulge to
         any person any confidential information concerning the intellectual
         property rights of the Group which may have come to his knowledge.


13.      MISCELLANEOUS

13.01    This Agreement shall be in substitution for any subsisting agreement or
         arrangement (oral or otherwise) made between the Company and the
         Executive which shall be deemed to have been terminated by mutual
         consent as from the date on which the Executive's employment under this
         Agreement commences.




13.02    The expiration or termination of this Agreement howsoever arising shall
         not operate to affect such of the provisions hereof as in accordance
         with their terms are expressed to operate or have effect thereafter.

13.03    In the event of any variation of the remuneration payable to the
         Executive hereunder being made by consent of the parties hereto, such
         variation shall not constitute a new agreement but (subject to any
         express agreement to the contrary) the employment of the Executive
         hereunder shall continue subject in all respects to the terms and
         conditions of this Agreement with such variation as aforesaid.

13.04    Each notice, demand or other communication given or made under this
         Agreement shall be in writing and delivered or sent to the relevant
         party at its address or facsimile number set out below (or such other
         address or facsimile number as the addressee has by five (5) days'
         prior written notice specified to the other parties):

         To the Company:  Man Sang International Limited
                              21st Floor, Railway Plaza 39 Chatham Road South
                              Tsimshatsui, Kowloon Hong Kong
                              Fax number: (852) 2317 5243
                              Attention: Mr. Cheng Chung Hing

        To the Executive: Cheng Tai Po
                              22B, The Mayfair
                              1 May Road
                              Hong Kong

         Any notice, demand or other communication so addressed to the relevant
         party shall be deemed to have been delivered (a) if given or made by
         letter, by post, two (2) clear business days after the date of posting,
         or by recorded delivery, when actually




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<PAGE>   13
         delivered to the relevant address; and (b) if given or made by
         facsimile, when despatched subject to receipt of machine-printed
         confirmation of error-free despatch of the whole of the notice, demand
         or communication to the facsimile number of the intended addressee.

13.05    If at any time any provision of this Agreement is or becomes illegal,
         invalid or unenforceable in any respect, the legality, validity and
         enforceability of the remaining provisions of this Agreement shall not
         be affected or impaired thereby.

13.06    No failure or delay by the Company in exercising any right, power or
         remedy under this Agreement shall operate as a waiver thereof, nor
         shall any single or partial exercise of the same preclude any further
         exercise thereof or the exercise of any other right, power or remedy.
         Without limiting the foregoing, no waiver by the Company of any breach
         by the Executive of any provision in this Agreement shall be deemed to
         be a waiver of any subsequent breach of that or any other provision in
         this Agreement.

13.07    This Agreement shall be governed by and construed in accordance with
         the laws of Hong Kong and the parties hereby irrevocably submit to the
         non-exclusive jurisdiction of the Hong Kong courts.



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<PAGE>   14
IN WITNESS WHEREOF this Agreement has been executed on the day and year first
above written.



SIGNED by Cheng Chung Hing for and on behalf of MAN SANG INTERNATIONAL LIMITED
in the presence of:






SIGNED by
CHENG TAI PO
in the presence of:



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</TEXT>
</DOCUMENT>
