finalisation of such audited accounts there shall be paid out of such net profits in or towards repayment of the loan a sum equal to 15% of such net profits but such payment shall not exceed Hong Kong $6 million;
(v) if in any year 15% of such net profits
shall exceed Hong Kong $6 million the
excess shall be placed in a
reserve and
held in RTV;
(vi)
if in any year 15% of such profits is less than Hong Kong $6 million the shortfall may be made up out of the amount (if any) standing to the credit of such reserve; and
(vii) the loan shall be subordinated in a
manner satisfactory to CC to all other creditors of RTV and to the
shareholders of RTV to the intent that
on a liquidation of RTV RHK shall not be entitled to receive repayment of any part of the loan until all shareholders of RTV have received the return of the amount paid up in respect of all the share capital held by them; following the return of such share capital any surplus of assets of RTV shall be divided between RHK (as lender) and the shareholders of RTV in the proportion
70:60 until the loan shall have been
repaid; thereafter any surplus assets
· shall be divided between the
shareholders of RTV in accordance with their shareholdings.
6
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