_STANDARD FORM OF SUB-CONTRACT

CHUN WO DEVELOPMENT GROUP

STANDARD FORM OF SUB-CONTRACT

Main Contract:The University of Hong Kong - 1800 Place Student Residence at Lung Wah Street, Kennedy Town, Hong Kong

Sub-contract :The Execution of Bored Pile Works

Sub-contract No.:D001/0517/SU/S-017

Main Contractor:Chun Wo Construction & Engineering Co., Ltd.

Sub-contractor:Chun Wo Foundations Limited

TABLE OF CONTENT

Articles of Agreement

General Conditions of Sub-contract

Definitions, Interpretation and General Obligations

Clause 1Definitions and Interpretation1-2Clause 2General Obligations2-3Clause 3Main Contractors Facilities3

Clause 4Site Working and Access3-4Clause 5Property in Materials and Plant4-5Contract Documents

Clause 6Sub-contract Documents5-6Clause 7Main Contract6Clause 8Fixed Price7Indemnities, Insurance, Guarantee and Bond

Clause 9Indemnities7-8Clause 10Insurance8-9Clause 11Guarantee10Clause 12Bond10Commencement, Completion, Delay and Defects Liability

Clause 13Commencement Completion and Extension of Time10-12Clause 14Liquidated Damages for Delay12Clause 15Maintenance and Defects12-13Instructions and Variations

Clause 16Instructions and Decision13-14Clause 17Variations14-15Clause 18Valuation of Variations15-17Payment and Set-off

Clause 19Payment17-19Clause 20Rights to Set-off and Deduction19-20Safety, Environmental, Quality and Enactments Compliance

Clause 21Site Safety20-21Clause 22Environmental Assurance22-22Clause 23Compliance with Enactments and Regulations22Clause 24Illegal Employment22-23Termination and Sub-contractors Default

Clause 25Termination of the Main Contract23-24Clause 26Sub-contractors Default24-25Claims and Notices

Clause 27Notices and Claims26-27Clause 28Service of Notices27Clause 29Notice of Non-compliance28Dispute Resolution and Governing Law

Clause 30Settlement of Disputes28-29Clause 31Governing Law29I

TABLE OF CONTENT

Schedules

First ScheduleParticulars of the Main Contract

Second ScheduleParticulars of the Sub-contract

Third ScheduleContractors Facilities

Fourth ScheduleInsurance

Fifth Schedule Form of Guarantee

Sixth ScheduleSub-contractors Bond

Seventh Schedule Pricing Document

Eighth SchedulePayment Terms

Ninth ScheduleSafety Requirements

Tenth SchedulePersonal Undertaking on Safety and Environmental Assurance

Eleventh ScheduleSchedule of Fees and Charges

Twelfth ScheduleSupplementary Conditions of Sub-contract

II

CHUN WO CONSTRUCTION & ENGINEERING CO., LTD.ARTICLES OF AGREEMENT

SUB-CONTRACT NO. : D001/0517/SU/S-017

THIS AGREEMENT (the Agreement) is made the 15th day of June 2009BETWEEN

CHUN WO CONSTRUCTION & ENGINEERING CO., LTD. whose registered address is at C2, 5/F., Hong Kong Spinners Industrial Building, 601-603, Tai Nan West Street, Cheung Sha Wan, Kowloon, Hong Kong, (hereinafter called the Main Contractor) of the one part;

AND

Chun Wo Foundations Limited whose registered address is at C2, 5/F., Hong Kong Spinners Industrial Building, 601-603, Tai Nan West Street, Cheung Sha Wan, Kowloon, Hong Kong (hereinafter called the Sub-contractor), which expression includes their successors and assigns, of the other part;

together referred to as the Parties and individually as a Party.

WHEREAS

A.The Main Contractor has entered into a contract (hereinafter called the Main Contract) with the Employer for the execution of the Main Works all as described in the First Schedule;

B. The Sub-contractor, having been afforded the opportunity to peruse the documents (except the details of the Main Contractors prices and financial arrangements thereof) and the latest Main Contractors programme of the Main Contract, has agreed to execute the works required to be completed in this Sub-contract (hereinafter called the Sub-contract Works).

NOW IT IS HEREBY AGREED1.In consideration of the payment to be made by the Main Contractor to the Sub-contractor as hereinafter mentioned, the Sub-contractor hereby [jointly and severally]* covenants with the Main Contractor to execute the Sub-contract Works in accordance with this Sub-contract.

2. The various documents forming this Sub-contract are as listed in the Second Schedule. In the event of ambiguities and / or discrepancies among those documents, they shall be interpreted according to the order of precedence as defined in the Second Schedule.3.This Sub-contract comprises the entire agreement between the Parties hereto relating to the transactions provided for therein and supersedes any previous agreements between the Parties relating thereto or any part thereof. Save to the extent that any statement, condition, qualification, warranty, representation or undertaking made in the information exchange during the pre-award stage (including without limitation the tender stage), or in any discussion or correspondence thereon or relating thereto, is expressly incorporated in this Sub-contract, the same which is not so incorporated shall be of no contractual effect whatsoever and is hereby withdrawn and shall not be referred to or relied upon in any subsequent interpretation of this Sub-contract.4.Unless the context otherwise specifies or requires in construing the Agreement, expressions in the Agreement shall have the same meanings as those assigned to them in this Sub-contract or in the Main Contract.

IN WITNESS WHEREOF the Parties hereto have hereunder set their respective hands the day and year first above written.

For and On Behalf of the Main Contractor

Chun Wo Construction & Engineering Co., Ltd.

______________________________________________________

In the Presence of:

______________________________________________________

AND

For and On Behalf of the Sub-contractor

Chun Wo Foundations Limited

______________________________________________________

In the Presence of:

______________________________________________________

i)

i) ii)

xvi)

i) ii)

x)

xi)

FIRST SCHEDULE

PARTICULARS OF THE MAIN CONTRACT

1.Employer:The University of Hong Kong

2.Architect:CYS Associates (H.K.) Ltd.

3.Structural Engineer:Meinhardt (C&S) Limited

4.Building Services Engineer:Meinhardt (E&M) Limited

5.Contract Title:The University of Hong Kong -1800 Place Student Residence at Lung Wah Street, Kennedy Town, Hong Kong

6.Contract Description:Construction of 4 Nos. of Student Residence Towers including Bored Pile Foundations and Landscaping Works etc.

7.Commencement Date:21 March 2009

8.Completion Date(s):31 August 2012

9.Contract Period:1,260 Calendar Days

10.Free Maintenance Period:12 months after the Date of Practical Completion Certificate

11.Scope of the Main Works:Construction of two blocks 25-stroey and two blocks 22-storey residence hall resting on top of a 5-storey podium with car park, functional facilities, hall and construction of open space including foundation works, building services works, built-in furniture, underground utilities, soft and hard landscaping works

SECOND SCHEDULEPARTICULARS OF THE SUB-CONTRACT

PART 11.Documents forming part of the Sub-contract (in descending order of priority)

1.1Supplementary Conditions of Sub-contract as stated in the Twelfth Schedule and all other schedules attached herewith

1.2General Conditions of Sub-contract attached herewith

Documents forming part of the Sub-contract (taken as mutually explanatory)

1.3All contract documents of the Contract in relation and applicable to the Sub-contract Works, unless otherwise stated expressly to the contrary in the Sub-contract.

1.4Preambles and Special Preambles B2.1/1 to B2.1/3, B2.1/11 to B2.11/14, B2.2/4 to B2.2/5 and B2.2/13 to B2.2/16 (Total 13 pages)

1.5Specification Preliminaries Removal of obstructions (Page: SP/30) (Total 1 page)

1.6Appendix A to Specification Preliminaries Letter from Building Department Ref. BD3/2039/06(P) dated 7 June 207 (Page: Cover, SP/A/1~8) (Total 1 + 8 pages)

1.7General Specifications GS/1 to GS/2 ((Total 2 pages)

1.8Particular Specification for Excavation and Earthworks Section C (Page 1 to 11) (Total 1 + 11 pages)

1.9Particular Specification for Large Diameter Bored Piles Section D (Page 1 to 17) (Total 1 +17 pages)

1.10Particular Specification: Section E: Concretor (Page: Cover page 1~39) (Total 40 pages)

1.11Drill hole record for the project of The University of Hong Kong dated Jul-05 (FOR REFERENCE ONLY (Total 50 pages) Note 3

1.12Supplementary trade condition (Page: 1 ~5) (Total 5 pages

1.13Drawing List of Main Contract () (Total 1 page)

1.14Tender Drawings Nos : 1028-1001/A, 1028-1101/B, 1028-1102/A, 1028-1202/B, 1028-1203/B, 1028-1204/A, 1028-1211/A, 1028-1212/A, 1028-1213/B,1028-1301/A, 1028-1302/A, 1028-1303/A, 1028-1304/A, 1028-1305/A,1028-1306/A,1028-1401/A, 1028-1402/A, 1028-1403/A, 1028-1501/A, 1028-1502/A,1028-1503/A,1028-1504/A, 1028-2001/A, 1028-2002/B, 1028-2006/B, 1028-2007/B, 1028-2008/B (27 pages)

1.15General Condition of Contract (2 pages) Note 3

1.16Special Condition of Contract (28 pages) Note 3

1.17Specification Preliminaries with Appendix A, B, C, D, E, F, G, H, I (287pages) Note 3

1.18Guideline for Contractors Working with the University of Hong Kong (14 pages) Note 3

1

Edition 2006 January(1)SECOND SCHEDULEPARTICULARS OF THE SUB-CONTRACT

PART 1 (Contd)1.19Main Contractor Master Programme dated 26-June-2009 (FOR REFERENCE ONLY) (5 pages) Note 3

1.20Site Location Plan (1 page) Note 3

Note 1 :The Sub-contractor must fully understand all documents of the Main Contract and the Contract in relation and applicable to the Sub-contract, including drawings, works requirements, specification and standards. Unless otherwise stated in the Sub-contract, the above documents and requirements shall form part of the Sub-contract. The Sub-contractor shall bear the same responsibilities as the Contractor shall bear under the Contract in relation to the Sub-contract Works. The Sub-contractor shall not deny the responsibilities or claim that the same have no relation with the Sub-contract, unless it is expressly stated otherwise.

Note 2 :The Sub-contractor shall inspect all the above documents and fully understand his responsibilities. Any claim which involves the denial of the above responsibilities will not be entertained.

Note 3 :The Sub-contractor has already possessed all of these documents at tender stage and fully understood them. If the Sub-contractor wishes to have one extra copy, he can contact the Project Manager directly

SECOND SCHEDULEPARTICULARS OF THE SUB-CONTRACTPART 2

2.Sub-contract WorksThe Execution of Bored Piles, including pre and post drilling and all associate works.

3.Sub-contract SumHong Kong Dollars One Hundred Twenty Million Seven Hundred Sixty-one Thousand Four Hundred and Eighty only (HK$112,761,480.00)

4.Type of Sub-contractLump Sum / Re-measurement basis *

5.Date for Commencement of Sub-contract Works15 June 2009, but the actual commencement date shall be in accordance with the Main Contractor's latest programme or upon the written instruction of the Main Contractor given seven days advance notice.

6.Date for Completion of the Sub-contract Works09 July 2012, and the periods for completion of the Sub-contract Works are set out in the Main Contractor's programme and will be revised according to the current site situation. The Sub-contractor has to plan his activities according to the latest programme and all cost of whatsoever nature as a result of the amended programmes is deemed to have been allowed in the Sub-contract Sum.

7.Liquidated Damages for DelayThe Sub-contractor shall be liable for any delay arising from the execution of his Sub-contract Works and shall pay to the Main Contractor HK$3,000.00 per every and each day of non-completion of the Sub-contract Works, upto the maximum amount equal to 1% of the Sub-contract Sum.Furthermore, should the Main Contractor become liable to pay Liquidated Damages for delay under the Main Contract through default of the Sub-contractor, then without prejudice to any other claim of the Main Contractor, the Sub-contractor shall pay to the Main Contractor or the Main Contractor shall deduct from any monies due to the Sub-contractor such amount which the Main Contractor pays under the Main Contract or such part thereof as may be determined by the Main Contractor as being attributed to the default of the Sub-contractor.

8.Sub-contract Free Maintenance PeriodThe free maintenance period of the Sub-contract shall be the same as the Main Contract and shall be subject to Clause 15 of this Sub-contract.

SECOND SCHEDULEPARTICULARS OF THE SUB-CONTRACTPART 2 (Contd)9.Period of Interim CertificatesMonthly progress payment and refer to the Eighth Schedule.

The certification of payment application after the completion of the Sub-contract Works shall not be governed by the stated time limit but only within a reasonable time when the quantum of final work done can be reasonably ascertained in an accurate manner, and subject always to Clause 19 of this Sub-contract where applicable.

10.Pay when Paid provisionApplicable / Not Applicable *

11.Period of Honouring Payment CertificateWithin 32 days after the submission of application in the Main Contractors standard form by the Sub-contractor to the site office in respect of work done within the original base Sub-contract.

Within 35 days after the submission of application by the Sub-contractor to the site office in respect of variation works and dayworks. The chop of the site office is a conclusive evidence for the date of submission.

12.Percentage of Retention5% of gross value of work done (including variations)

13.Limit of Retention2.5% of the Estimated Final Sub-contract Value

14.Retention PeriodHalf of the retention withhold from interim payment shall be released to the Sub-contractor within one month after the completion of the Sub-contract Works and making good all defects and the balance will be released to the Sub-contractor within six months after the completion of the Sub-contact Works and making good all defects.Retention money will be released to the Sub-contractor within [32] days after the Main Contractor has issued the Sub-contract Maintenance Certificate (The Sub-contract Maintenance Certificate is to be issued by the Main Contractor after the Sub-contract Free Maintenance Period or the completion of all the rectification works to the full satisfaction of both the Employer, the Architect and the Main Contractor whichever is the later). The Main Contractor may choose not to issue the Sub-contract Maintenance Certificate and in this case the Main Works Maintenance Certificate (or Certificate of Making Good Defects as the case may be) shall be deemed as the Subcontract Maintenance Certificate.

SECOND SCHEDULEPARTICULARS OF THE SUB-CONTRACTPART 315.Bond #Not Applicable

16.Guarantee Not Applicable

17.WarrantyThe Sub-contractor may be required to provide a Sub-contractor Warranty as a deed in favour of the Employer in the prescribed format as attached hereto.

18.Sub-contractors Plant, Equipment, Materials or Temporary Works vested in the Main Contractor before the completion of the Sub-contract WorksNot Applicable

THIRD SCHEDULE

MAIN CONTRACTORS FACILITIES

1.Constructional Plant that may be provided by the Main Contractor

Item

Remarks

1.1External Scaffolding

1.2

2.Main Contractors Other Facilities

The Main Contractor shall make applications for one draw-off point for the supply of water and one draw-off point for the supply of electric power to the Site. The Site may be divided into different areas of works but the obligation of the Main Contractor to provide one draw-off point for water and one for power for the whole Site shall not change. The cost involved in respect of the installation, maintenance and removal of the draw-off points and all consumption cost shall be borne by the Main Contractor. The Sub-contractor shall be responsible for all connections between the draw-off points provided by the utility companies and the Sub-contract Works at his own cost. The duration of the provision of the said supply shall be in accordance with the Main Contractors programme and any amendment thereto whichever is the shorter in time.

The Sub-contractor shall also at his own expenses provide his own supply of water and electricity until the supply of the same by the utility companies has been arranged.

Should the construction period be prolonged for whatever reasons so that the period for the supply of water and electricity has to be extended, the Sub-contractor should bear a portion of the water and electricity charges as the Main Contractor thinks reasonable.

The Main Contractor shall in no circumstances be responsible for any delay in the delivery and / or interruption in the supplies of the facilities as stated above. The Sub-contractor shall at all times, with due diligence, avoid any of the said facilities being damaged by his workers. Any such damages due to the Sub-contractors fault and / or negligence and all subsequent repairs and / or replacement to such facilities shall be entirely the Sub-contractors responsibility.

Due to the limited space on Site, space and location of the Sub-contractors office, workshop, and material store shall be designated by the Main Contractor from time to time. The Sub-contractor shall at his own expenses, if the Main Contractor considers it necessary, construct and reallocate his office, workshop and material store to suit the progress of the Main Works. The Sub-contractor shall demolish and remove the same after the completion of the Sub-contract Works.

FOURTH SCHEDULEINSURANCE

Part IInsurance shall be taken out by the Employer / Main Contractor * to cover the Main Contractor and his sub-contractors in respect of third party liabilities. The Sub-contractor is required to bear all excess (deductible) payments specified in the aforesaid policies and/or to secure any additional insurance which he sees fit for the purpose of the Sub-contract Works at his own expenses.

A sample of the insurance policy in this Part I is available for inspection at the Main Contractors office and the Sub-contractor is deemed to have satisfied himself with and have accepted all the terms and conditions stated therein.

Part IIInsurance shall be taken out by the Employer / Main Contractor * to cover the Main Contractor and his sub-contractors in respect of the liability of Accident to Workmen payable at law.

A sample of the insurance policy in this Part II is available for inspection at the Main Contractors office and the Sub-contractor is deemed to have satisfied himself with and have accepted all the terms and conditions stated therein.

The Sub-contractor shall, according to the Hong Kong Employees Compensation Ordinance, be responsible for the advance wage payment and compensation to his injured employee or worker before the Labour Department has issued the assessed compensation certificate and compensation money is released by the insurance company to the Main Contractor. The Sub-contractor shall submit all records of payment to his employee or worker by registered post or by hand within 7 days after making payment. The records shall include the amount of advance wage payment, date of payment made, the cumulated amount paid, signing of his employees or workers.The Sub-contractor has to submit the complete records of payments made to the injured employee or worker by registered post or by hand within 10 days after the Labour Department has issued the assessed compensation certificate.

After receiving the compensation to his injured employee or worker from the insurance company, the Main Contractor shall pay to the Sub-contractor the amount after deducting the amount which the Main Contractor has, on behalf of the Sub-contractor, paid to his injured employee or worker plus his Administration Cost. If the compensation amount from the insurance company is not enough to compensate the amount incurred or suffered by the Main Contractor, the Main Contractor has the right to deduct the exceed amount from the Sub-contractors account directly.

If the Sub-contractor cannot submit all records of advance wage payment to his injured employee or worker, the Main Contractor shall not be liable for any loss, expense, cost, charge, damages in respect of the delay of any payment to the Sub-contractor.

Any complaint for non advance wage payment raised by his injured employee or worker to the Labour Department, the Main Contractor shall charge the Sub-contractor a fee as liquidated damages and not as a penalty as set out in the Eleventh Schedule. This fee shall be deducted from the Sub-contractors account.

FOURTH SCHEDULEINSURANCE

Part III

The Sub-contractor shall arrange the Insurance Policies for personal injury to sole proprietors and self-employed workers of the Sub-contract Works at his own expenses.

Part IVThe Sub-contractor shall effect and maintain insurance against all losses or damage from whatever cause arising in respect of all Constructional Plant, equipment, temporary buildings, goods, materials and things whatsoever brought onto and destined for the Site for use in the execution and maintenance of the Sub-contract Works to the full value of such plant, equipment, temporary buildings, goods, materials, things, etc.

The Sub-contractor shall at all time keep in force policies of Motor Insurance in respect of all mechanically propelled vehicles used on public highways or in any circumstances such as to be eligible for compulsory Motor Insurance in accordance with the laws of Hong Kong.

The Sub-contractor shall effect and maintain insurance against any liability, claim, demand, proceedings, damages, losses, cost and expenses made against or incurred by the Main Contractor or compensation payable at law in respect or in consequence of any accident, death or injury to the Sub-contractor himself if he is self-employed, his family members, and his employees who lives with the Sub-contractor.

The above insurance shall be endorsed to note the interest of the Employer and the Main Contractor and to fully indemnify them against any claims that may be made against them arising out of the execution and maintenance of the Sub-contract Works and shall cover all liabilities for which the Sub-contractor is responsible under the terms of the Sub-contract.The Sub-contractor shall, without delay and in any event within 24 hours, notify the Main Contractor any workman or other person employed on the Sub-contract Works or in connection with the Sub-contractor whether in the employment of the Sub-contractor or his sub-sub-contractors suffering any bodily injury while working on Site, and whether there be a claim for compensation or not, in such form as the Main Contractor or the Commissioner for Labour may require. The Main Contractor shall charge an administrative cost for each reportable accident as set out in the Schedule of Fees and Charges under the Sub-contract (Eleventh Schedule), for the preparation of accident report(s) to the Commissioner for Labour FOURTH SCHEDULEINSURANCE

Part V

Other Insurance Requirement (Please abstract from the Main Contract requirement, where applicable)

Not Applicable

Professional Indemnity Insurance

Not Applicable

Transit Insurance

Subject to the Sub-contractors own decisionManufacturing Insurance

Subject to the Sub-contractors own decisionFIFTH SCHEDULE

Form of Guarantee

1. 2. 3. 4. 5. 6.

(Not Applicable)SIXTH SCHEDULE

SUB-CONTRACTORS Bond

[To be prepared on the headed notepaper of the Bondsman]

(Not Applicable)

SEVENTH SCHEDULE

Pricing Document

(Unless the Sub-contract Works are subject to final measurement,

the Pricing Document shall not form part of the Sub-contract

and the rates inserted shall be used

for interim payment and valuation of variation)

EIGHTH SCHEDULEPAYMENT TERMS

A.Interim Payment and Final Payment

Time Period for submission of Sub-contractors Statement:

The submission of interim payment applications in respect of work done within the original base Sub-contract, variation works and dayworks must be separated in three applications. The Sub-contractor shall make each of the three interim payment applications once every calendar month between the dates as stated below on the standard payment application forms of the Main Contractor as directed by the Quantity Surveyor of the Main Contractor from time to time. Payment application submission not made within the stated dates shall be deemed to be interim payment applications for the next forthcoming calendar month, and the Main Contractor is not obliged to accept late payment application.

(One of the below periods shall be agreed between the Main Contractor QS and the Sub-contractor by checking the relevant box)

Between the 1st 7th date of each calendar month

Between the 8th 14th date of each calendar month

Between the 15th 21st date of each calendar month

Between the 22nd 28th date of each calendar month

Procedures for Submission of Sub-contractors Statement:

The Sub-contractor shall submit his interim payment applications directly to the designated site individual as advised to him by the Quantity Surveyor of the Main Contractor from time to time (Site Administrator or the Secretary of PM) who is in-charge of the payment registration system within the agreed time frame as stated above each month.

If the site office is closed after completion of works, the Sub-contractor shall submit his payment applications to the Sub-contractor Payment Section of the Main Contractors Head Office.

The submission date of payment application would be based on the received date of the designated site individual who is in-charge of the payment registration system. Submission of payment applications to other site staff, e.g. Quantity Surveyor, Site Agent, Foreman or PM, etc., instead of the designated site individual of payment registration system would not be considered a formal payment application.

The Sub-contractor may request the designated site individual or the Sub-contractor Payment Section of the Main Contractors Head Office, as the case may be, to provide a Receipt Acknowledgement confirming receipt of the payment applications.

If Pay when paid provision is applicable (refer to the Second Schedule): The Sub-contractor shall only be paid the same amount of work done within 14 days after such amount of work done is paid to and received by the Main Contractor from the Employer. If deduction is made by the Employer against the Main Contractors payment, so far as such deduction in the sole opinion of the Main Contractor is related to the Sub-contract Works or the lack of or insufficient performance of the Sub-contractor, such deducted money shall be classified as amount not received by the Main Contractor. In another word, the definition of amount paid and received shall mean the cash actually received by the Main Contractor but not accrued value of work done certified under the Main Contract.

The three applications, namely work done within the original base Sub-contract, variation works and dayworks will be certified separately in three payment certificates.

B.Special Terms of Payment (please state if specially agreed at the time of award)

NINTH SCHEDULESAFETY REQUIREMENTS

A) The Sub-contractor shall provide his employees and workers with safety equipment such as helmets, safety belts, fall arrestors, independent lift lines, goggles, welding protective goggles, ear plugs, masks, water resistance boots, safety boots, breathing apparatus and the like and shall ensure that his employees and workers make use of the same when necessary.

B) All staff and labours working inside the Site Boundary must hold a valid working permit. An administrative charge of HK$300.00 will be charged in the Sub-contractors account for each loss of or physically damage.

C) The Sub-contractor shall strictly observe all Safety Requirements which include but not limited to the following requirements. The Sub-contractor shall indemnify the Main Contractor against all liabilities of whatever nature due to the Sub-contractors non-compliance with any of these requirements even if such non-compliance is caused or contributed to by the Main Contractors negligence.

1 The Sub-contractor shall provide to the Main Contractor the accurate and detailed records of information on the provision of safety equipment to his employees and workers including: type, date, names, identity card numbers and green card numbers of workmen, acknowledgement of receipt, etc.

2 The Sub-contractor shall only employ competent workers who posses valid Green Card.

3 The Sub-contractor shall notify the Main Contractor immediately of the details of any injury and accident at work.

4 The Sub-contractor shall, in accordance with the Construction Sites Safety Regulations, provide guardrails of a height between 900 mm and 1150 mm for top guardrails, between 450 mm to 600 mm for mid guardrails and a height not less than 200 mm for toe boards to surroundings of openings, work platforms, surfaces of bridges, floors, stairs and staircases at 2 metres in height or above.

5 Where works are carried on platforms at 2 metres in height or above and without guard rails, the Sub-contractor shall provide safety belts or other effective safety measures and instructions to his employees and workers and shall monitor the use of the same by his employees and workers.

6 The access to and egress from workplaces shall be at least 400 mm in width and 650 mm in width for the transportation of materials.

7 The Sub-contractor shall keep the Site clean and access / egress unobstructed by clearing all rubbish after each day work.

8 The nails of the timber boards must be removed immediately.

9 All materials, tools, timber boards, I-beams, iron frames and the like shall be stored in designated areas to avoid being damaged and posing a threat to site safety.

10 The Sub-contractor shall assure that the dangerous parts of constructional plant have properly and effectively guarded.11 The Sub-contractor shall assure that cranes and air compressors will not be used unless the same have been examined by a competent examiner, and shall submit all the valid prescribed certificates to the Main Contractor.12 The Sub-contractor shall assure that cranes will be inspected once every week by a qualified person in accordance with the Construction Sites Safety Regulations, and shall fill in the form specified by the Labour Department.

13 The Sub-contractor shall ensure that lifting of loads by lifting appliances must be carried out under the supervision of competent persons.14 Cartridge-operated fixing tools shall not be used by person without holding a valid certificate.

15 Heavy lifting wheels, gears and pulleys shall have valid certificates. (Any electric wheel or articulated vehicle shall carry a valid certificate).

16 Welders shall possess valid certificates and no wooden transformers shall be used.

17 All electric wires for the supply of temporary electric power shall be hung above the ground. All facilities supplying temporary electric power shall be installed by qualified electricians.

18 The Sub-contractor shall assure that excavations over 1.2 metres in depth are, in accordance with Construction Sites Safety Regulations, shall be inspected by competent person once a week, and shall fill in the prescribed Form 4 specified by the Labour Department.

19 If temporary supports are required, the Sub-contractor shall provide the Main Contractor with the structural designs thereof seven days before such supports are fixed. The temporary works shall be designed by a professional engineer.

20 If the Main Contractor requires any alteration to the designs on the ground of safety, the Sub-contractor shall do so immediately and the Main Contractor shall not be required to pay any compensation to the Sub-contractor. This Clause shall not relieve the Sub-contractor of his liability under the Sub-contract nor his statutory duty in relation to safety.

21 The Sub-contractor shall assure that scaffolding will be inspected by a competent person after the erection thereof or after typhoons and at regular intervals not exceeding 14 days in accordance with Construction Sites Safety Regulations, and shall fill in the prescribed Form 5 specified by the Labour Department until and unless the scaffolding is demolished. This Clause shall apply to any bamboo scaffolding, wooden frames, steel scaffolding and the like.

22 If a total number of 20 workmen or more are employed by the Sub-contractor and his sub-sub-contractors at all levels on Site, the Sub-contractor shall employ a safety supervisor. In addition, if a total number of 100 workmen or more are employed by the Sub-contractor, the Sub-contractor shall employ a safety officer.

23 The safety inspector of the Sub-contractor shall possess the appropriate experience and have undergone proper training for safety inspectors.

24 The Sub-contractor shall observe all necessary precautionary measures for confined spaces as laid down in the Factories & Industrial Undertaking (Works in Confined Space) Regulations and specified in the risk assessment report prepared by the competent person including but not be limited to the following:

24.1 two sets of approved respiratory devices;

24.2 each set of the respiratory devices shall be equipped with a safety lamp or an electric torch; and

24.3 one stretcher and a set of resuscitation equipment including a independent lifeline.24.4 one set of calibrated gas detector.

24.5 one set of blower or local exhaust system.

25 Only certified worker who have undergone related safety training can work inside a confined space.26 If diving works are required, the Sub-contractor shall comply with all of the Code of Practice for Safety and Healthy at Work for Industrial Diving published by the Labour Department.27 Where naked flame operation (including welding, heat cutting, heating, smelting, etc.) are required, the Sub-contractor shall apply to the Main Contractor for a hot work permit 24 hours beforehand. No hot works by the Sub-contractor shall be allowed unless the safety & fire prevention requirement specified in the hot work permit are fully observed.28 The Sub-contractor shall inform the Main Contractor of the commencement and finishing of the hot works every day.

29 The Sub-contractor shall comply with the relevant items of the safety policy and safety plan of the Main Contractor.

30 The Sub-contractor shall provide the Main Contractor with and put into practice his safety policy and safety plan.

31 The Sub-contractor shall appoint a person responsible for taking record of and inspecting all the lifting equipment of the Sub-contractor on Site. Such person shall provide the Main Contractor with records every month and conduct regular inspections to ensure the accuracy and comprehensiveness of the records on lifting equipment.

32 The Sub-contractors person-in-charge shall conduct regular inspections on the good condition and effective period of the lifting equipment. No damaged and expired lifting equipment shall be used.33 The Sub-contractor shall apply the specified colour to his lifting gear in accordance with the Main Contractors colour coding system for lifting gear to distinguish the effective period of the lifting gear.

34 Where the mobile cranes or tower cranes are used, the Sub-contractor shall comply with the Factories & industrial undertaking (LA & LG) Regulations. If the Sub-contractor fails to comply with, the Sub-contractor shall bear all legal and economical responsibilities therein cured.

35 After the commencement of the Sub-contract Works on Site by the Sub-contractor, the Sub-contractors person-in-charge or the person with safety experience appointed by such person-in-charge shall be stationed on Site permanently and responsible for safety works and shall teach his employees and workers the knowledge of safety operations of the relevant trades. Works shall not be commenced until all the employees and workers fully understand the safety operations

36 Excavator shall not be used for lifting operation unless it is by design suitable for the purpose according to section 9.1.2 of COP on Safe Use of Excavators published by labour department.

37 Excavator having a safe working load of more than 1 tonne should not be used for lifting unless the excavator has satisfied the specified requirements in section 9.2.7 of above stated COP.38 The Sub-contractor shall submit manufacturers manual and instruction, Competent Engineers calculation and drawings with Registered Professional Engineers examination certificates before commencement of work for gondola.

- End -TENTH SCHEDULEPERSONAL UNDERTAKING ON SAFETY REQUIREMENTS

AND ENVIRONMENTAL ASSURANCE

Date : 15th June 2009Chun Wo Construction and Engineering Co., Ltd.C2, 5/F., Hong Kong Spinners Industrial Building

601-603 Tai Nan West Street

Cheung Sha Wan Road

Kowloon

Dear Sirs,

Main Contract for 1800 Place Student Residence at Lung Wah Street, Kennedy Town,

Hong Kong for The University of Hong Kong

Sub-contract for the Execution of Bored Pile Works_____________________________

We refer to the Sub-contract for the execution of bored pile works between Chun Wo Construction and Engineering Co., Ltd. ((the Main Contractor() and Chu Wo Foundations Limited. detailed in the Sub-contract Ref. D001/0517/SU/S-017 and appoint Mr. Andy Yiu (Hong Kong ID Card No. ), one of our directors to ensure that in executing the Sub-contract Works we will comply with the Main Contractors Safety Plan and the Environmental Management System ISO 14001 and all legislation and regulations relating to site safety, industrial health and environmental protection. We will at all times keep you indemnified against all losses, damages, fines or penalties of any nature whatsoever imposed as a result of our failure to comply with any legislation or regulations relating to site safety, industrial health and environmental protection.

Yours faithfully,

For and on behalf of

Chun Wo Foundations Limited____________________________ELEVENTH SCHEDULESchedule of Fees and Charges under Sub-contract

Clause No.

DescriptionAmount

General

Main Contractors Administration Cost including Overhead

10%

General

Main Contractors Overheads

4%

20(a)(viii)

Fines for failure by the Sub-contractors management to attend Sub-contractors meetings.

$2,000 / meeting

21

1. No helmet

2. No safety belt

3. No ear / eye protector

4. Breach of Construction Site (Safety) Regulations

5. Administration cost for losses of or physically damaged of worker permit.

6. other occupational safety & health related legislation

$500 / Head

$500 / Head

$500 / Head

$3,000 / Item

$300 /

Worker permit

$3,000 / Head

22Fines if the Sub-contractor or his employees or workers violate the environmental protection and hygiene ordinances causing written warning to the Main Contractor by the Environmental Protection Department.

$5,000 / warning

24(d)Penalty if the Main Contractor discovers that the Sub-contractor employs or allows illegal employees to execute his Sub-contract Works on Site.

1. First Time

2. Second Time

3. Any Additional Time

$50,000 / person

$100,000 / person

Additional $50,000 per person per time

24(g)Fines for failure of Sub-contractors workers to wear working permit card or sticker on Site.

$300 per worker

per incident

24(g)Replacement fees of working permit card.

$100 / card

24(g)Replacement fees of working permit sticker.

$50 / sticker

29Deduction for non-compliance of the Sub-contractor who fails to comply with any provisions of the Sub-contract.

$1,000 / day until such non-compliance is rectified

Fourth ScheduleAny complaint for non advance wage payment raised by his injured employee or worker to the Labour Department

$20,000 / per each complaint

Fourth ScheduleAdministration fee for per reportable accident.

$7,500 / per case

TWELFTH SCHEDULE

Supplementary Conditions of Sub-contract

1. Unless and otherwise agreed and stated in this Sub-contract, all pre-qualifications mentioned in the Sub-contractors quotation(s) or any amendment(s) made by the Sub-contractor of the tender documents a the tender stage by the Sub-contractor will not form part of this Sub-contract. No claim for additional money in respect of any pre-qualification(s) or amendment(s) will be entertained by the Main Contractor.

2. The Sub-contractor had fully understood the contents and requirements of the Main Contract, including specifications, drawings, method statement etc., in relation to and applicable to the Sub-contract Works, unless and otherwise agreed and stated in this Sub-contract. Generally, the Sub-contractor shall bear the same liabilities and responsibilities in relation to and applicable to the Sub-contract Works.3. The Sub-contractor agreed that without the prior written consent of the Employer and/or the Main Contractor the Sub-contractor cannot use any information or materials describing or relating to the name of the Employer and/or this project, including trade name, trade mark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof owned by the Employer and/or the Main Contractor in advertising, publicity etc..4. If the Sub-contractor damages other sub-contractors work or any properties or works adjacent to the Sub-contract Works or the project; including permanent or temporary works, scaffolding, protection or safety facilities, etc., during the execution of the Sub-contract Works or due to his faults. All remedial or replacement costs and expenses plus the Main Contractors administrative costs shall be deducted from the Sub-contractors account directly or at the discretion of the Main Contractor, the Sub-contractor shall pay such costs to the Main Contractor within 14 days after the Main Contractor has demanded the Sub-contractor to do so.5. If the Sub-contractor damages any utilities facilities, including but not limited to underground cable, pipes, tele-communication system, etc., the Sub-contractor shall be fully responsible for such damage.

6. The quality assurance scheme of ISO 9000 will be adopted in this project, the Sub-contractor shall fully co-operate with the Contractor in the implementation of the QA System.7. The Main Contractor shall adjust the Sub-contract Sum according to the agreed supplemental clauses for fluctuation as set out in the Special / Supplementary Clauses for Fluctuation of Labour and Materials Costs.8. It is agreed that the measurement of boring shall be from cut off level down to toe level same as the measurement method of the Main Contract.9. The following works shall be carried out by the Main Contractor at no charge to the Sub-contractor:

a) the construction of capping beam and concrete skin wall;b) the construction of shoring works;

c) the trimming and cut off the head of bored piles;

d) the supply of starter bars to lagging wall and other structures;e) setting out of each pile location;

f) the provision of haul road and earth platform for loading boring machine, but the Sub-contractor shall be responsible for minor leveling works;g) the provision of temporary fence / rail along the haul road;h) the supply of water point and water truck only but water consumption shall be responsible by the Sub-contractor;i) the supply of power supply point but the Sub-contractor shall be responsible for the connection works from the power point to the working area;

j) the diversion of underground utilities;k) paying power consumption for the Sub-contractors site office only, all power consumption for works operation to be responsible by the Sub-contractor.10. The following works shall be the responsibilities of the Sub-contractor:

a) the hoisting of all materials and machines from the date of 17th September 2009;

b) the construction of capping beam and concrete skin wall;c) to ensure all of his vehicles to be cleaned before leaving the Site, but the washing facilities to be provided by the Main Contractor;

d) all safety measures related to the Sub-contract Works and his plants;

e) to pay water consumption fee;f) the fixing of starter bars to lagging wall and other structures which shall be measured separately.g) The removing of all excavated materials and rubbish generated by the Sub-contractor during the operation of the Sub-contract Works including paying dumpling fee of the Government and submitting all dumping tickets to the Contractor for record.

End

* To be retained if Sub-contractor comprises more than one legal entity

* Not applicable where the Sub-contractor is not a multi-party entity

* Delete where inappropriate

# Adopt either Bond or Guarantee but not both

* Delete where inappropriate

# Adopt either Bond or Guarantee but not both

* Delete where inappropriate

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