Limitation of Liability [Note: this relates to non-contentious matters only]

It is acknowledged by each of the firm and you that the maximum amount of any claim that you or your successors or assigns may have against Robertsons and/or its individual partners and/or its solicitors or successors thereof in respect of this matter shall not in any circumstances exceed the sum of HK$ [to be inserted]

Limitation of Liability [Note: this relates to IPO related clients only]

It is acknowledged between the firm and you that the firm will act in accordance with your instructions and information provided and that the firm will not be liable for and/or will be entitled to an Indemnity from you in relation to any misstatements or misrepresentations which give rise to losses and claims from third parties.

Taxation of Bill

For the purpose of the Legal Practitioners Ordinance Chapter 159, Laws of Hong Kong, it is acknowledged by the firm and by you that each particular bill rendered to you is to be regarded as a separate and distinct bill, notwithstanding that it may or does relate to any particular matter or matters the subject of on-going instructions from you.

Please note that with regard to any bill received by you from ourselves with which you wish to take issue as to its amount, you are entitled pursuant to Part VI of the Legal Practitioners Ordinance Chapter 159 Laws of Hong Kong, Section 67, to apply to Court for taxation of the particular bill in question.  This entitlement must, however, be exercised by your lodging the application with the Court within one month from the date of delivery of the particular bill in question to you.  In the event that you delay in making such application to tax the particular bill in question beyond one month, the Court may impose terms on your being entitled to pursue the application, for example, requiring you to pay the amount of the particular bill in question into Court.  Where you delay more than 12 months from the date of delivery of the particular bill in question to you or if you have already paid the particular bill in question, the Court will only permit you to pursue your application to tax the particular bill in question, in special circumstances.

Organised and Serious Crimes Ordinance (“OSCO”)

In accepting your instructions and as a matter of course your attention is drawn to anti-money laundering legislation in Hong Kong which is the Organised  & Serious Crimes Ordinance, in particular s25A thereof which states that:-

“(1) Where a person knows or suspects that any property:-

• in whole or in part directly or indirectly represents any person’s proceeds of;
• was used in connection with; or
• is intended to be used in connection with,an indictable offence, he shall as soon as it is reasonable for him to do so disclose that knowledge or suspicion, together with any matter on which that knowledge or suspicious is based, to an authorised officer….”

This legislation applies to this firm as your legal representatives so that members of this firm WILL have an obligation to report any knowledge or suspicion that any property, whether directly or indirectly, represents the proceeds of an indictable offence – i.e. an offence punishable by a period of not less than 5 years imprisonment (whether committed in or outside of Hong Kong).

The report would also have to particularise the basis of the knowledge or suspicion upon which the report is based.

There would be also be an obligation upon the firm under the legislation NOT to disclose to you the fact that a report has been or is to be made – it is a criminal offence to “tip-off”.

We stress that the obligation overrides any legal professional privilege or confidentiality that the firm or any of its representatives may have to you. In such circumstances since the firm would obviously have a conflict of interest with you and it would be necessary to withdraw from acting for you without being able to give any reason for doing so; you could in such circumstances provide a waiver to the firm to permit the firm to continue to act for you.

E-mail

• E-mail is not a highly secure environment and your confidential information may be able to be accessed and misused by third parties who are not entitled to it.

• E-mail does not have guaranteed delivery times nor guaranteed receipt by the intended addressee.

• The transmission of viruses is a significant risk, with no fully satisfactory means of detection. We strongly recommend that you scan all incoming e-mail for viruses and take appropriate steps to remove them.

• Where documents are sent by e-mail, they may not be received in the format in which they were sent.

• A recipient of an e-mail cannot be sure that an e-mail was actually sent by the specified sender i.e. there is no guarantee of authenticity.

If the client is a n individual he or she may be entitled to legal aid if he or she come s within the requisite financial limits. If the client wish es to consider the entitlement to legal aid, it is suggest ed that he or she contact s the Legal Aid Department whose contact particulars are as follows :-

Address : 24-27/F, Queensway Government Offices, 66 Queensway, Hong Kong

Telephone : 2537 7677

Website : http://www.info.gov.hk/lad /index.htm

Governing Law

This agreement shall be governed by the laws of Hong Kong and any legal proceedings in relation to this agreement shall be submitted to the Courts of Hong Kong.

Termination

The client may terminate the engagement at any time. Preferably the client should notify or confirm notification of termination in writing as soon as possible after the termination.

The firm may withdraw from its engagement generally or on any particular matter for “good reason” upon reasonable notice. This would include circumstances where it would be unlawful or unethical for the firm to continue to act (for example, pursuant to the Organised and Serious Crimes Ordinance) , or if fees are not settled or any required payment on account is not made. The assurance is given that this is not a step which the firm would take lightly and, whenever practicable, it would consult the client before ceasing to act.

In either case, the firm will have the right to charge for work done up to the time of termination and for related costs and disbursements. This will include any accrued but previously unbilled WIP for the matter, unless there has been confirmation provided to the client in writing that this will not be charged.

Following termination of the engagement, any otherwise non-public information the client has supplied to the firm which is retained by it will be kept confidential in accordance with the applicable rules of professional conduct and subject to any disclosure required by law.

At the client's request and subject to the firm's lien entitlement , the client's papers and property will be returned to the client; the firm's files, including lawyer work product s , pertaining to the matter will be retained by the firm . For various reasons, including the minimisation of unnecessary storage expenses, the firm reserve s the right to destroy or otherwise dispose of any such items retained by it within a reasonable period of time after the termination of the engagement unless the client ha s made other arrangement s with the firm in writing.

Client Complaints Procedure

In the event that the client has any complaint which it wishes to raise, the client should as soon as possible raise the complaint with the independent client partner (as identified in the retainer letter), preferably in writing. The complaint will then be investigated by the independent client partner who will have had no substantive involvement in the matter the subject of the client's instructions and who will review the complaint and the file independently of the handling solicitor and/or partner and will, after reviewing and considering all of the representations the client wishes to make, notify the client of his conclusions and what if anything can be done by the firm to resolve the complaint.