AGREEMENT
Exhibit 2
THIS AGREEMENT is made on the day of October 2008 between:
1. | Hill Street Trustees Limited of 00 Xxxxxxxxx Xxxxxx Xx Xxxxxx Xxxxxx XX0 0XX Channel Islands
in its capacity as trustee of The Quan Gung ‘86 Trust (the “Trustee”); |
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2. | Xxxx Xxx Si Co Limited whose registered office is at 0xx Xxxxx, Xxxxxxx Xxxx,
Xxxxxxx Xxxxxx, Elign Avenue PO Box 32322, Xxxxxx Town Grand Cayman Islands British West
Indies (the “Company”); and |
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3. | Xxxxx X. Xxxxxxx of 22/F Vita Tower A 00 Xxxx Xxxx Xxxx Xxxx Xxxxxxxx Xxxx Xxxx ( “MAH”). |
The Company, MAH and the Trustee are hereinafter jointly referred to as the “Parties”.
WHEREAS
(A) | Pursuant to a Share Purchase Agreement (the “Share Purchase Agreement”) dated 23rd
November 2003 entered into by the Parties MAH purchased from the Company 13,667,132 unpaid
common shares (“the Purchase Shares”) of US$0.01 in Global Sources Ltd of Canon’s Court, 22
Victoria Street, Xxxxxxxx, Bermuda (“GSL”) for a total purchase price of US $109,337,056
(“the Purchase Price”). |
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(B) | Pursuant to the Agreement the Purchase Price is payable by MAH on the earlier of the date of
death of MAH or 23rd November 2013 or on such earlier date as MAH may decide. |
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(C) | By way of security for payment of the Purchase Price MAH granted to the Company a security
interest over 17,675,353 common shares of US$0.01 in GSL (“the Security Shares”), which shares
include the Purchase Shares by a Security Agreement (the “Security Agreement”) executed by the
Parties on the 23rd November 2003. |
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(D) | MAH now wishes to repay a part of the Purchase Price by transferring to the Company 5,600,000
common shares of US$0.01 in GSL (“the Consideration Shares”) at an agreed value of US$7 per
share |
NOW THEREFORE IT IS AGREED as follows:
1. | Interpretation |
1.1. | In this Agreement, unless there be something in the subject or context
inconsistent with such construction: |
1.1.1. | the word “may” shall be construed as permissive and the word “shall” shall be
construed as imperative; |
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1.1.2. | the word “signed” shall be construed as including a signature or representation
of a signature affixed by mechanical or other means; |
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1.1.3. | the words “in writing” shall be construed as including written, printed,
telexed, electronically transmitted or any other mode of representing or
reproducing words in a visible form; |
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1.1.4. | words importing “persons” shall be construed as including companies or
associations or bodies of persons whether corporate or unincorporated; |
1.1.5. | words importing the singular number shall be construed as including the plural
number and vice versa; |
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1.1.6. | words importing the masculine gender only shall be construed as including the
feminine gender; |
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1.1.7. | references to clauses are to Clauses of this Agreement; and |
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1.1.8. | references to enactments are to such enactments as are from time to time
modified, re-enacted or consolidated and shall include any enactment made in
substitution for an enactment that is repealed. |
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1.1.9. | The headings herein are for convenience only and shall not affect the
construction of this Agreement. |
2. | Part Payment of the Purchase Price |
2.1 | Subject to and in accordance with the provisions of this Agreement and the
Share Purchase Agreement MAH agrees to transfer and the Company hereby agrees to
receive the Consideration Shares free from all liens, security interests, charges and
other encumbrances of whatsoever nature and with all rights attaching to them. |
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2.2 | Pursuant to Clause 4.1B of the Share Purchase Agreement the transfer of the
Consideration Shares shall be regarded as partial consideration of the Purchase Price
by MAH |
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2.3 | Completion of the transfer and receipt of the Consideration Shares
(“Completion”) shall take place on 31st October 2008 or such other date as
the Parties may agree. |
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2.4 | Completion shall in no way affect or impair the continuation in force of the
Share Purchase Agreement |
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2.5 | Following completion an amount of US$70,137,056 will remain outstanding of
the Purchase Price |
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2.6 | The Trustee as owner of the Company hereby confirms its agreement to the
transfer of the Consideration Shares to the Company in partial payment of the Purchase
Price as set out in the terms of this Agreement. |
3. | Obligations on Completion |
3.1 | MAH shall on Completion deliver to the Company duly completed and signed
transfers in favour of the Company in respect of the Consideration Shares. |
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3.2 | MAH shall execute such further documentation (if any) as the Company may
reasonably request in writing in order to effect the registration of the Consideration
Shares in the name of the Company. |
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3.3 | The Company shall on Completion transfer to MAH the Company’s relevant right,
title and interest in or to the Security Shares as pursuant to Clause 6 of the Share
Purchase Agreement. |
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4. | Confidentiality |
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This Agreement and any information or document provided hereunder is confidential and shall
not be passed on or copied to any person except for the purposes of professional advice to
be given in relation to this Agreement. |
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5. | Costs |
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The costs of preparation of this Agreement shall be borne by the Company. |
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6. | Further Assurance |
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The Parties agree to do all things and to execute and sign all documents reasonably
required to effectively transfer the title and interest in the Consideration Shares from
MAH in accordance with this Agreement and otherwise to give effect to the terms of this
Agreement. |
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7. | Counterparts |
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This Agreement may be signed in counterparts and each of such counterparts shall constitute
an original document and such counterparts, taken together, shall constitute one and the
same instrument. |
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8. | Governing Law |
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9. | Successors and Assigns |
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This Agreement shall enure to the benefit of and be binding upon the respective successors
and assigns of the Parties. |
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IN WITNESS WHEREOF the Parties have executed this Agreement the day and year first before
written. |
SIGNED by
for and on behalf of the Trustee in the
presence of: -
for and on behalf of the Trustee in the
presence of: -
Witnesses:
1) | Signature: Name: Occupation: Address: |
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2) | Signature: Name: Occupation: Address: |
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The Common Seal of:
Xxxx Xxx Si Co Limited was affixed in the
presence of:-
Xxxx Xxx Si Co Limited was affixed in the
presence of:-
Authorised Signatory:
Executed as a Deed by
XXXXX X. XXXXXXX
in the presence of:-
Witness signature:
Name in Print:
Address:
Occupation:
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