Exhibit 4.4
SETTLEMENT AGREEMENT [TRANSLATION]
This Agreement is made and entered into by and between Set Top International
Inc. ("Party A") and Pacific Electric Wire and Cable Co., Ltd. and Asia Pacific
Wire and Cable Corporation Ltd. (collectively "Party B").
Regarding the purchase of the shares of Asia Pacific Wire and Cable Corporation
Ltd. ("APWC"), the parties hereto agree to the following terms and conditions:
Article 1
The parties agree that Party B may purchase from Party A the 10,074,102 shares
of APWC ("APWC Shares") for the aggregate purchase price in the amount of
US$25,000,000.
Article 2
Party B shall make full payment of the purchase price prior to August 30, 2004.
In the event that the drawdown of a loan approved by a bank cannot be made by
that time, Party B shall notify Party A of such loan prior to August 15, 2004.
If the loan actually is being processed according to Party A's review, Party A
agrees that the deadline of payment by Party B may be extended to September 30,
2004, provided that Party B shall pay interest for the purchase price of APWC
Shares with the interest rate of 5% per annum from September 1, 2004 to the date
the payment is made.
Article 3
In the event that Party B fails to make payment of the purchase price for this
transaction in accordance with this Agreement, this transaction shall be deemed
canceled and the APWC Shares shall be owned by Party A, provided that the effect
of other provisions hereof shall not be affected.
Article 4
In the event that Party A violates this Agreement by refusing to sell the APWC
Shares to Party B, Party A shall pay a penalty in the amount of US$12,000,000 to
Party B.
Article 5
Party A shall ensure that the rights of the APWC Shares are complete, and that
there is no encumbrance on the APWC Shares. If Party A violates this Article,
Party A shall return twice the purchase price to Party B.
Article 6
Upon the execution hereof, each party shall cooperate with the other party to
execute relevant documents so as to withdraw all litigious and non-litigious
proceedings against the other party and the affiliates and related persons of
other party (including but not limited to those listed in Attachment 1)
worldwide. The parties shall complete the preparation of such documents within
five (5) days of the execution hereof.
Article 7
The parties agree that, after the execution hereof, all claims and obligations
between the parties, their affiliates and related persons of the parties
(including but not limited to those listed in Attachment 1) shall be forfeited,
and the parties shall not initiate any litigations or make any claims.
Article 8
Prior to Party B's making full payment of the purchase price, Party A may
register 50.44% of the total outstanding shares of APWC in its possession in the
name of Party A. Party A shall solely bear any costs of the transfer and costs
and expenses incurred in relation to the transfer, including any difference
between (1) the costs and expenses incurred from the transfer of the APWC Shares
to Party A and then back to Party B and (2) the costs and expenses that would be
incurred from the transfer of the APWC Shares directly to Party B.
Article 9
The parties agree that Party A shall immediately deliver the registered APWC
Shares to the escrow agent, Mr. Ma Guo-Zhu, CPA, after the completion of the
registration of the APWC Shares in the name of Party A. Party B agrees to amend
any provisions of [documents of] Pacific Electronic Wire and Cable Co., Ltd.
("PEWC"), APWC or their affiliates that prohibit such entity from allowing the
transfer of Party A's shareholding or Party A's assumption of right of
management (for details of such amendment please refer to Attachment 2). If
Party B violates this Article, Party B shall pay a penalty in the amount of
US$12,000,000 to Party A. The remaining unregistered APWC Shares shall be
delivered to the custody of Mr. Ma Guo-Zhu prior to July 5, 2004.
Article 10
In the event the APWC shares are transferred in the status quo without having
been registered in the name of Party A, any costs and expenses incurred
therefrom shall be borne by the parties equally.
Article 11
This Agreement shall become effective upon the withdrawal of all litigious and
non-litigious proceedings in accordance with Article 5 hereof.
Article 12
Party B agrees to cause APWC convene a shareholders' meeting on September 30,
2004 to re-elect the directors and supervisors. If Party B violates this
Article, Party B shall pay a penalty in the amount of US$12,000,000 to Party A.
Article 13
Five original copies of this Agreement are hereby executed. Each of Party A,
Party B and the witness holds one original copy.
Party A: Set Top International Inc.
Representative: Tai-▇▇▇▇▇ ▇▇▇▇
Yuan-▇▇▇▇ ▇▇▇
Party B: Pacific Electronic Wire and Cable Co., Ltd.
Asia Pacific Wire and Cable Corporation Ltd.
Representative: ▇▇▇▇ ▇▇▇▇-▇▇▇▇
▇▇▇▇▇ ▇▇▇ Heng Sun
Witness: Chi Li-Hwa
Date: July 2, 2004
