SHARE PURCHASE AGREEMENT
Exhibit 3
THIS AGREEMENT 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 “Purchaser”); and |
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3. | Xxxxx X. Xxxxxxx of 22/F Vita Tower A 00 Xxxx Xxxx Xxxx Xxxx Xxxxxxxx Xxxx Xxxx (the
“Vendor”). |
The Purchaser, Vendor and the Trustee are hereinafter jointly referred to as the “Parties”.
WHEREAS
(A) | The Vendor is the owner of 28,576,844 fully paid common shares of US$0.01 each in Global
Sources Ltd of Canon’s Court, 22 Victoria Street, Xxxxxxxx, Bermuda (the “Company”). |
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(B) | The Vendor has agreed to sell and the Purchaser has agreed to purchase 400,000 Shares (the
“Purchase Shares”) in the Company on the terms and subject to the conditions of this
agreement. |
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(G) | The purchase by the Purchaser of the Purchase Shares has been authorised by resolution in
accordance with the Companies (Jersey) Law 1991, as amended, and the Articles of Association
of the Purchaser. |
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(H) | The Purchaser shall pay in consideration for the purchase of the Purchase Shares US$7 per
Share to the Vendor, totalling an aggregate consideration of US$2,800,000 (the
“Consideration”). |
NOW THEREFORE THIS AGREEMENT WITNESSETH the agreement of the Parties 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; |
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1.1.5. | words importing the singular number shall be construed as including the plural
number and vice versa; |
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. |
1.2. | The headings herein are for convenience only and shall not affect the
construction of this Agreement. |
2. | Purchase of the Shares |
2.1. | The Vendor shall sell the Purchase Shares, and the Purchaser shall purchase
the Purchase Shares, as hereinafter provided. |
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2.2. | The Vendor shall sell the Purchase Shares free of all liens, charges and
encumbrances and together with all rights attaching thereto. |
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2.3. | Completion of the sale and purchase of the Purchase Shares (“Completion”)
shall take place on 31st October 2008 or such other date as the Parties may agree. |
3. | Obligations on Completion |
3.1 | MAH shall on Completion deliver to the Purchaser duly completed and signed
transfers in favour of the Purchaser in respect of the Purchase Shares. |
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3.2 | MAH shall execute such further documentation (if any) as the Purchaser may
reasonably request in writing in order to effect the registration of the Purchase
Shares in the name of the Purchaser. |
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3.3 | On Completion, the Purchaser shall pay the Consideration to the Vendor or as
it shall direct |
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3.4 | The payment made to the Vendor under this Clause 3 shall be made by wire
transfer to the bank account of the Vendor as notified in writing by the Vendor to the
Purchaser. |
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 Purchaser. |
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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 Purchase Shares from the
Vendor 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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