EXHIBIT 2
Dated 27 November 2003
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Hill Street Trustees Limited
and
▇▇▇▇ ▇▇▇ Si Co Limited
and
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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AGREEMENT
for the sale of shares in
Global Sources Ltd
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THIS AGREEMENT is made the 27th day of November 2003
BETWEEN
1. Hill Street Trustees Limited of ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
▇▇▇ Channel Islands in its capacity as trustee of The Quan Gung '86 Trust
(the "QG Trustee");
2. ▇▇▇▇ ▇▇▇ Si Co Limited whose registered office is at PO Box 219GT
Strathvale House - North Church Street ▇▇▇▇▇▇ Town Grand Cayman Cayman
Islands British West Indies (the "Vendor"); and
3. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ of 22/F Vita Tower A ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ (the "Purchaser").
WHEREAS:
(a) The QG Trustee is the trustee of The Quan Gung '86 Trust (the "Trust").
(b) The Trust Fund of the Trust (as defined in the Trust) includes the entire
issued share capital of the Vendor.
(c) The Vendor is the owner of the Sale Shares.
(d) The Purchaser is the owner of the Personal Shares.
(e) The Company is a public company (being listed on NASDAQ) incorporated
under the laws of Bermuda.
(f) The Purchaser is a director of the Company.
(g) The Vendor has agreed to sell and the Purchaser has agreed to buy the Sale
Shares on the terms and conditions set out in this Agreement.
(h) The Purchaser has agreed to create a charge in favour of the Vendor over
the Sale Shares and the Personal Shares to secure the payment of the
Purchase Price Dividend Payments and Default Interest on the terms and
conditions hereinafter contained.
NOW THIS AGREEMENT WITNESSES as follows:
1. Interpretation 1.1 In this Agreement:
1.1.1 the following words and expressions have the following meanings,
unless they are inconsistent with the context:
"Average Price" means the mean average price at which common shares
of US$0.01 in the capital of the Company have been traded on NASDAQ
for the period of three months immediately preceding the date of
calculation where such mean average price is calculated as follows:
(a) by adding together the average of the closing bid and ask
price on each trading day during the relevant three month
period ("Aggregate Price"); and
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(b) by dividing the Aggregate Price by the number of trading days
in the relevant three month period;
"Business Day" means any day (other than a Saturday or Sunday)
which is not a public or bank holiday in the jurisdiction in
which the bank referred to in clause 4 (or to be notified to
the Purchaser as therein provided) is situate;
"Company" means Global Sources Ltd (details of which company
are specified in schedule 1 of this Agreement);
"Default Interest" means the interest to be paid by the
Purchaser to the Vendor pursuant to clause 4.3;
"Default Rate" means one per cent per annum above LIBOR;
"Dividend Payments" means the dividends payments to be
paid by the Purchaser to the Vendor pursuant to clause 5;
"LIBOR" means the rate at which US$ deposits of comparable
amount to the Purchase Price and for the relevant Default
Interest Period (as defined in clause 4.3) are offered to
banks in the London Interbank Market at or about 11 a.m. on
the first day of such Default Interest Period.
"Option Period" means the period from the date of this
Agreement until the date upon which the whole of the Purchase
Price and the Dividend Payments have been received by the
Vendor;
"Payment Date" means (subject as hereinafter provided in this
definition) whichever is the earlier of:
(a) the tenth anniversary of the date of this agreement or
if such anniversary is not a Business Day then the next
immediately following Business Day; and
(b) the date of the Purchaser's death;
it being provided that in the event of the Purchaser becoming
subject to any proceedings under any bankruptcy or insolvency
laws applicable to him prior to the earlier of the dates
mentioned in (a) and (b) of this definition then the Payment
Date shall be deemed to be the day immediately preceding the
date on which the Purchaser becomes subject to such
proceedings;
"Personal Shares" means 4,008,221 common shares of US$0.01
each in the capital of the Company which are in the beneficial
and legal ownership of the Purchaser prior to the date of this
Agreement and "Personal Share" means any one of the "Personal
Shares" it being provided that any reference to a Personal
Share or to Personal Shares shall be deemed to include (save
and except for cash dividends) any rights benefits and
proceeds in respect of or derived from such Personal Share or
Personal Shares (whether by way of redemption bonus preference
options allotments substitution conversion or otherwise) and
in the event of any reconstruction or reorganisation of the
Company's share capital (whether by consolidation subdivision
or otherwise) all of the shares of the Company from time to
time representing the same;
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"public company" means a company at least 10% of whose shares
are listed on any recognized stock exchange in any part of the
world;
"Purchase Price" means the sum of US$109,337,056;
"Sale Shares" means 13,667,132 common shares of US$0.01 each
in the capital of the Company and "Sale Share" means any one
of the "Sale Shares" it being provided that any reference to a
Sale Share or to Sale Shares shall be deemed to include (save
and except for cash dividends) any rights benefits and
proceeds in respect of or derived from such Sale Share or Sale
Shares (whether by way of redemption bonus preference options
allotments substitution conversion or otherwise) and in the
event of any reconstruction or reorganisation of the Company's
share capital (whether by consolidation subdivision or
otherwise) all of the shares of the Company from time to time
representing the same;
"Secured Personal Shares" means such of the Personal Shares
over which the Vendor from time to time has security pursuant
to clause 6;
"Secured Sale Shares" means such of the Sale Shares over which
the Vendor from time to time has security pursuant to clause
6;
"Security Shares" means the Sale Shares and the Personal
Shares;
"Security Agreement" means the share charge to be entered into
between the Vendor and the Purchaser pursuant to clause 6 of
this Agreement (hereinafter as the same may from time to time
be amended, varied, supplemented, novated or replaced);
"US$" means the lawful currency of the United States of
America;
1.1.2 any reference to a person includes, where appropriate, that
person's heirs, personal representatives and successors;
1.1.3 any reference to a person includes any individual, body
corporate, corporation, firm, unincorporated association,
organisation, trust or partnership;
1.1.4 except where the context otherwise requires words denoting the
singular include the plural and vice versa; words denoting any
one gender include all genders; and
1.1.5 unless otherwise stated, a reference to a clause or a schedule
is a reference to a clause or a schedule of this Agreement.
1.2 Clause headings in this Agreement (including without limitation the
schedules) are for ease of reference only and do not affect the
construction of any provision.
2. Sale and Purchase of the Sale Shares
2.1 Subject to and in accordance with the provisions of this Agreement
(and the execution by the Purchaser of the Security Agreement), the
Vendor hereby sells and the Purchaser hereby purchases the Sale
Shares with effect from the date of this Agreement 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 The QG Trustee as owner of the Vendor hereby confirms its agreement
to the sale of the Sale Shares to the Purchaser on the terms set out
in this Agreement.
3. Transfer forms
3.1 The Vendor shall forthwith deliver to the Purchaser duly completed
and signed transfers in favour of the Purchaser in respect of the
Sale Shares.
3.2 The Vendor shall also execute such further documentation (if any) as
the Purchaser may reasonably request in writing prior to the first
anniversary of the date of this Agreement in order to effect the
registration of the Sale Shares in the name of the Purchaser (the
preparation of any such further documentation being at the cost of
the Purchaser).
4. Payment of Purchase Price and Default Interest
4.1A Subject to the following provisions of this Agreement the Purchaser
shall electronically transfer the Purchase Price into the Vendor's
account shown below (or such other account as the Vendor may from
time to time notify to the Purchaser in writing) on the Payment
Date:
Citibank N.A.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇.▇.▇.
SWIFT: ▇▇▇▇▇▇▇▇
CHIPS ABA008
CHIPS UID 270291
A/C Name: Bank of Bermuda Limited, Hong Kong Branch
A/C No.: 36022252
Message: further credit to ▇▇▇▇ ▇▇▇ Si A/C592980
4.1B The Purchaser may with the agreement of the Vendor pay the Purchase
Price and any other sum payable by the Purchaser under this
Agreement in a currency other than US$ or by transferring property
of any nature (including without limitation shares in the Company)
to the Vendor.
4.2 The Purchaser may at the Purchaser's discretion pay the Purchase
Price (or any parts thereof) to the Vendor prior to the Payment Date
and (save and except where such payment is not in US$) the Vendor
shall be obliged to accept such payments.
4.3 If any sum due and payable by the Purchaser under this Agreement
(whether Purchase Price Dividend Payment or otherwise) is not paid
on the due date therefor (the "Unpaid Sum"), the period beginning on
such due date and ending on the date upon which the obligation of
the Purchaser is discharged shall be divided into successive periods
("Default Interest Periods"), each of which (other than the first
which shall commence on the original due date of the Unpaid Sum)
shall start on the last day of the preceding such period and the
duration of each of which shall be selected by the Vendor. An Unpaid
Sum shall bear interest during each Default Interest Period in
respect thereof at the Default Rate. Any interest which shall have
accrued under this clause in respect of any Unpaid Sum shall be due
and payable and shall be paid by the Purchaser on the last day of
each Default Interest Period in respect thereof or on such other
dates as the Vendor may specify.
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5. Dividend Payments
5.1 Where a dividend is declared by the Company in respect of all or any
of the Sale Shares prior to the date of this Agreement but not paid
by the Company until on or after the date of this Agreement the
Vendor shall be entitled to receive all of such dividends.
5.2 Where a cash dividend is declared and paid by the Company in respect
of any or all of the Secured Sale Shares on or after the date of
this Agreement the Purchaser shall within 30 days of receipt of such
dividend pay to the Vendor 50% thereof (whether or not such dividend
is received before, on or after the date such shares cease to be
Secured Sale Shares).
5.3 The dividends to be paid by the Purchaser to the Vendor pursuant to
clause 5.2 are in addition to (and not in part payment of) the
Purchase Price.
6. Security Agreement
6.1 The Purchaser shall grant to the Vendor security over the Security
Shares in respect of the payment of the Purchase Price the Dividend
Payments and any Default Interest by the Purchaser to the Vendor
under this Agreement the same substantially in the form of the draft
security agreement set out in schedule 2 of this Agreement which
security agreement shall be executed by the Purchaser and the Vendor
simultaneously with their execution of this Agreement.
6.2 The Purchaser hereby confirms, represents and warrants to the Vendor
and to the QG Trustee that the Purchaser is the legal and beneficial
owner of the Personal Shares and shall be, following the completion
of the sale contemplated herein, the legal and beneficial owner of
the Sale Shares and that the same are free from all liens security
interests charges and other encumbrances of whatsoever nature and
with all rights attaching to them.
6.3 The Vendor shall have recourse solely to the Security Shares in
respect of any non-payment by the Purchaser of the Purchase Price
and the Dividend Payments.
6.4 In respect of every US$8 of the Purchase Price received by the
Vendor from the Purchaser (whether pursuant to clauses 4 or 7 of
this Agreement or otherwise) the Vendor shall release the security
held by the Vendor under the Security Agreement over one of the Sale
Shares provided that: (a) no such release shall be made at any time
when any Dividend Payments or Default Interest are outstanding and
(b) no such release shall be made at any time the Vendor reasonably
believes that such release may in any way jeopardise the security
created or purported to be created by the Security Agreement over
the Security Shares or any of them and (c) no Sale Share may be
released from the security until the parties have entered into a
deed of release and any other deed or agreement required to release
such Sale Share.
6.5 If at any time prior to the Payment Date the value of the Secured
Personal Shares exceeds 50% of such of the Purchase Price as has not
yet been paid by the Purchaser the Vendor shall upon the written
request of the Purchaser release the security held by the Vendor
under the Security Agreement over such of the Personal Shares as are
in the opinion of the Vendor sufficient to ensure that the value of
any Personal Shares remaining subject to the Security Agreement is
at least equal to such 50% it being provided that:
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(A) no such release shall be made at any time when any Dividend
Payments or Default Interest are outstanding; and
(B) no such release shall be made at any time the Vendor
reasonably believes that such release may in any way
jeopardise the security created or purported to be created by
the Security Agreement over the Security Shares or any of
them; and
(C) no Secured Personal Share may be released from the security
until the parties have entered into a deed of release and any
other deed or agreement required to release such Secured
Personal Share; and
(D) the value of each of the Secured Personal Shares at any
relevant time shall be deemed to be the Average Price or if
common shares of US$0.01 in the capital of the Company shall
have ceased to be traded on NASDAQ for whatsoever reason shall
be determined in such manner as the Vendor may from time to
time reasonably think fit.
6.6 Save and except in the circumstances mentioned in clauses 6.4 and
6.5 any release of the security held by the Vendor under the
Security Agreement shall be at the absolute discretion of the
Vendor.
6.7 The Purchaser hereby acknowledges and agrees that nothing in this
Agreement shall require the Vendor to release any security it holds
at any time over any of the Security Shares if such release may
jeopardise the security held by the Vendor under the Security
Agreement over any of the Security Shares and the Purchaser
covenants to execute such other documentation (if any) as the Vendor
may from time to time request in writing to confirm the Vendor's
security over such other Security Shares.
7. Sales of Shares by the Purchaser
7.1 If at any time during the Option Period the Purchaser wishes to sell
or otherwise transfer alienate or dispose of all or any of the
Secured Personal Shares and the Secured Sale Shares (the "Offered
Shares") to any person (the "Prospective Buyer") other than the
Vendor and the QG Trustee and other than in the circumstances
mentioned in clause 8 he shall provide the Vendor and the QG Trustee
with:
(A) written notification of (a) the intended transfer to the
Prospective Buyer; (b) the number of the Offered Shares; and
(c) the terms and conditions of such transfer including
without limitation the price (the "Offer Price") to be paid by
the Prospective Buyer for each of the Offered Shares; and
(B) written confirmation from the Prospective Buyer of the matters
referred to in (A) of this clause 7.1
7.2 Each of the Vendor and the QG Trustee may within 28 days of receipt
of the notice and confirmation referred to in clause 7.1 offer to
purchase all or any of the Offered Shares on the same terms and
conditions including without limitation the Offer Price by notice in
writing to the Purchaser.
7.3 In the event of both the Vendor and the QG Trustee making an offer
to purchase all or any of the Offered Shares as referred to in
clause 7.2 so that the offers exceed the number of Offered Shares
available for purchase then the offers of the Vendor and the QG
Trustee shall ▇▇▇▇▇ pro rata.
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7.4 In the event of both the Vendor and the QG Trustee or either of them
making an offer to purchase all or any of the Offered Shares as
referred to in clause 7.2 (each an "Offeror") then, subject to
clauses 7.3 and 7.5, the Purchaser shall, subject to the prior
approval of the Bermuda Monetary Authority (if required), be
obliged: (a) to sell the relevant Offered Shares on the same terms
and conditions including without limitation the Offer Price to the
relevant Offeror within 28 days of receipt of such offer; and (b)
within 28 days of receipt of such offer, deliver to the Offeror duly
completed and signed transfers in favour of the Offeror in respect
of the relevant Offered Shares; and (c) execute such further
documentation (if any) as the Offeror may reasonably request in
order to effect the registration of the relevant Offered Shares in
the name of the Offeror or its nominee.
7.5 (A) If the Offeror is the Vendor then the Vendor shall be entitled
to deduct from the Offer Price any of the Purchase Price
Dividend Payments and Default Interest which have not yet been
paid by the Purchaser.
(B) If the Offeror is the QG Trustee then:
(a) the QG Trustee shall be entitled to deduct from the
Offer Price any of the Purchase Price Dividend Payments
and Default Interest which have not yet been paid by the
Purchaser and pay the same directly to the Vendor; and
(b) the QG Trustee shall pay the balance (if any) of the
Offer Price to the Purchaser.
7.6 If neither the Vendor nor the QG Trustee offer to purchase any of
the Offered Shares then subject to clause 6 and the prior written
approval of the Bermuda Monetary Authority (if necessary), the
Purchaser may transfer the same to the Prospective Buyer at the
Offer Price and:
(A) the Vendor shall (subject to the receipt by it of the payment
in 7.6(B) below) waive the option held by the Vendor under
clause 9 over the relevant Offered Shares; and
(B) the Purchaser shall ensure that the Prospective Buyer shall
immediately pay the Offer Price for each of the relevant
Offered Shares directly to the Vendor which shall be applied
by the Vendor in or towards (as the case may be) payment of
any of the Purchase Price Dividend Payments and Default
Interest which has not yet been paid by the Purchaser.
7.7 Where any deduction is made by the Vendor under clause 7.5(A) or any
payment is made to the Vendor under clause 7.5(B) or 7.6(B) the
Vendor shall have absolute discretion as to whether the same is
applied in or towards (as the case may be) payment of any one or
more of the Purchase Price Dividend Payments or Default Interest
which have not yet been paid by the Purchaser and if more than one
in what proportions.
7.8 Notwithstanding the foregoing provisions of this clause 7, under no
circumstances may the Purchaser transfer or sell the Offered Shares
to any person other than the Vendor without (a) the prior consent in
writing of the Vendor (it being agreed that such consent may only be
withheld if the Vendor reasonably believes such sale may in any way
jeopardise the security created or purported to be created by the
Security Agreement over the Security Shares or any of them) and (b)
the Offered Shares being first released from the security held by
the Vendor under the Security Agreement.
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8. Sale of Shares by the Purchaser on NASDAQ
8.1 If at any time during the Option Period the Purchaser wishes to sell
all or any of the Secured Personal Shares and the Secured Sale
Shares (in this clause 8 the " Public Offered Shares") on NASDAQ (or
on any other recognized stock exchange in any part of the world on
which any of the shares of the Company are from time to time listed)
at the market price from time to time prevailing for the Public
Offered Shares he shall provide the Vendor and the QG Trustee with
written notification of:
(a) the intended sale;
(b) the name of the relevant stock exchange;
(c) the number of the Public Offered Shares; and
(d) the average of the closing bid and ask price (or the
equivalent thereof in the case of a stock exchange other than
NASDAQ) for shares in the Company of the same class as the
Public Offered Shares prevailing on the last trading day on
the relevant stock exchange immediately preceding the date of
such notice (in this clause 8 the "Public Offer Price").
8.2 Each of the Vendor and the QG Trustee may within 28 days of receipt
of the notice referred to in clause 8.1 offer to purchase all or any
of the Public Offered Shares at the Public Offer Price by notice in
writing to the Purchaser.
8.3 In the event of both the Vendor and the QG Trustee making an offer
to purchase all or any of the Public Offered Shares as referred to
in clause 8.2 so that the offers exceed the number of Public Offered
Shares available for purchase then the offers of the Vendor and the
QG Trustee shall ▇▇▇▇▇ pro rata.
8.4 In the event of both the Vendor and the QG Trustee or either of them
making an offer to purchase all or any of the Public Offered Shares
as referred to in clause 8.2 (in this clause 8 each a "Public
Offeror") then, subject to clauses 8.3 and 8.5, the Purchaser shall,
subject to the prior approval of the Bermuda Monetary Authority (if
required), be obliged: (a) to sell the relevant Public Offered
Shares at the Public Offer Price to the relevant Public Offeror
within 28 days of receipt of such offer; and (b) within 28 days of
receipt of such offer, deliver to the Public Offeror duly completed
and signed transfers in favour of the Public Offeror in respect of
the relevant Public Offered Shares; and (c) execute such further
documentation (if any) as the Public Offeror may reasonably request
in order to effect the registration of the relevant Public Offered
Shares in the name of the Public Offeror.
8.5 (A) If the Public Offeror is the Vendor then the Vendor shall be
entitled to deduct from the Public Offer Price any of the
Purchase Price Dividend Payments and Default Interest which
have not yet been paid by the Purchaser.
(B) If the Public Offeror is the QG Trustee then:
(a) the QG Trustee shall be entitled to deduct from the
Public Offer Price any of the Purchase Price Dividend
Payments and Default Interest which have not yet been
paid by the Purchaser and pay the same directly to the
Vendor; and
(b) the QG Trustee shall pay the balance (if any) of the
Public Offer Price to the Purchaser.
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8.6 If neither the Vendor nor the QG Trustee offer to purchase any of
the Public Offered Shares then subject to clause 6 and the prior
written approval of the Bermuda Monetary Authority (if necessary),
the Purchaser may sell the same within 56 days of the date of the
notice referred to in clause 8.1 on the stock exchange specified in
such notice at the market price from time to time prevailing for the
relevant Public Offered Shares and:
(A) the Vendor shall (subject to the receipt by it of the payment
in 8.6(B) below) waive the option held by the Vendor under
clause 9 over the relevant Public Offered Shares; and
(B) the Purchaser shall ensure that the buyer of the relevant
Public Offered Shares shall immediately pay the Public Offer
Price for each of the relevant Public Offered Shares directly
to the Vendor which shall be applied by the Vendor in or
towards (as the case may be) payment of any of the Purchase
Price Dividend Payments and Default Interest which has not yet
been paid by the Purchaser.
8.7 The provisions of clause 7.7 shall mutatis mutandis apply to any
deduction made by the Vendor under clause 8.5(A) and any payment
made to the Vendor under clause 8.5(B) or 8.6(B).
8.8 Notwithstanding the foregoing provisions of this clause 8, under no
circumstances may the Purchaser transfer or sell the Public Offered
Shares to any person other than the Vendor without (a) the prior
consent in writing of the Vendor (it being agreed that such consent
may only be withheld if the Vendor reasonably believes such sale may
in any way jeopardise the security created or purported to be
created by the Security Agreement over the Security Shares or any of
them) and (b) the Public Offered Shares being first released from
the security held by the Vendor under the Security Agreement.
9. Call Option
9.1 The Purchaser hereby grants to the Vendor an option to purchase the
Secured Sale Shares at the price of US$8 for each Secured Sale Share
(the "Call Price") upon the terms and conditions set out in this
clause 9.
9.2 The option granted by this clause 9 may be exercised in whole or in
part from time to time during the Option Period on or after the date
(if any) on which the Company ceases to be a public company.
9.3 The option granted by this clause 9 shall be exercisable by notice
in writing (the "Exercise Notice") served upon the Purchaser and
specifying the number of the Secured Sale Shares to be purchased and
the date (the "Completion Date") on which the completion of the sale
and purchase of the relevant Secured Sale Shares is to take place.
9.4 The Completion Date shall be a Business Day not less than 10 and not
more than 20 days after the date of receipt by the Purchaser of the
Exercise Notice or such other Business Day as the Purchaser and the
Vendor may in writing agree.
9.5 Subject to prior approval being granted by the Bermuda Monetary
Authority for the transfer of the relevant Secured Sale Shares to
the Vendor, the relevant Secured Sale Shares shall be sold on
exercise of the option granted by this clause 9 with effect from
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the Completion Date free from all liens security interests charges
and other encumbrances of whatsoever nature.
9.6 If the option granted by this clause 9 shall be exercised (in whole
or in part) the sale and purchase of the relevant Secured Sale
Shares shall be completed on the Completion Date at such place as
may be agreed between the Purchaser and the Vendor when the
Purchaser shall deliver to (or make available to the satisfaction
of) the Vendor definitive certificates for the relevant Secured Sale
Shares together with transfers thereof duly executed by the
registered holders thereof in favour of the Vendor and any further
acts, deeds, documents and things as the Vendor may reasonably
require to vest legal and beneficial ownership of the relevant
Secured Sale Shares in the Vendor or its nominees free from all
charges, liens, costs, expenses and encumbrances.
9.7 Subject to the Purchaser having complied in all respects with his
obligations under this clause 9 the Vendor shall transfer to the
Purchaser the Call Price in respect of each of the Secured Sale
Shares purchased less any of the Purchase Price Dividend Payments
and Default Interest which have not yet been paid by the Purchaser.
9.8 The Vendor may without the consent of the Purchaser transfer or
assign the option granted by this clause 9 (in whole or in part) or
any benefits in or rights under this clause 9 to the QG Trustee and
in the event of any exercise of the option granted by this clause 9
by the QG Trustee:
(A) the QG Trustee shall be entitled to deduct from the Call Price
any of the Purchase Price Dividend Payments and Default
Interest which have not yet been paid by the Purchaser and pay
the same directly to the Vendor; and
(b) the QG Trustee shall pay the balance (if any) of the Call
Price to the Purchaser.
9.9 The provisions of clause 7.7 shall mutatis mutandis apply to any
deduction made by the Vendor under clause 9.7 and any payment made
to the Vendor under clause 9.8.
10. Vendor's Warranties
The Vendor warrants to the Purchaser that the Vendor has full power and
authority to enter into and perform this Agreement which constitutes or
when executed shall constitute valid legal and binding obligations on the
Vendor.
11. Purchaser's Warranties Confirmations and Undertakings
11.1 The Purchaser warrants to the Vendor and to the QG Trustee that he
is of full legal capacity and that this Agreement and the Security
Agreement constitute, or when executed shall constitute, valid,
legal and binding obligations on the Purchaser.
11.2 The Purchaser confirms and warrants to the Vendor and to the QG
Trustee that:
(a) he is a director of the Company and as such has full knowledge
of the financial standing and activities of the Company; and
(b) he has not been induced to enter into this Agreement by any
representation or warranty of the Vendor or the QG Trustee;
and
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(c) to the best of his knowledge, there is no action, suit,
proceeding or claim in any court or before any arbitrator or
before or by any governmental department pending or threatened
against the Purchaser which may interfere with the
consummation of the transactions contemplated in this
Agreement or the Security Agreement; and
(d) the Personal Shares are duly authorised, validly issued and
fully paid and there are no moneys or liabilities outstanding
in respect of the Personal Shares; and
(e) he is solvent and able to pay his debts as they fall due; and
(f) in executing, delivering, performing and complying with this
Agreement and the Security Agreement the Purchaser shall not
contravene any existing applicable law, statute, decree, rule,
order or regulation in any jurisdiction to which the Purchaser
or any of the Purchaser's assets or revenues is subject nor
shall contravene any order, judgement, injunction, decree,
resolution, determination or award of any court or any
judicial, administrative or government authority in any
jurisdiction applicable to the Purchaser or the Purchaser's
assets and revenues.
11.3 The Purchaser hereby undertakes to the Vendor and the QG Trustee
that save as expressly provided to the contrary in this Agreement
the Purchaser shall not during the Option Period dispose of the
Security Shares or any of them or any interests in or rights
attaching thereto or create or allow to be created any liens
security interests charges or other encumbrances of whatsoever
nature over the Security Shares or any of them or any interests in
or rights attaching thereto or agree to do any of such things.
11.4 All payments to be made by the Purchaser under this Agreement shall
be made without set-off or counterclaim and without any deduction or
withholding whatsoever. If the Purchaser is obliged by law to make
any deduction or withholding from any such payment, the amount due
from the Purchaser in respect of such payment shall be increased to
the extent necessary to ensure that, after the making of such
deduction or withholding, the Vendor or the QG Trustee (as
applicable) received a net amount equal to the amount the Vendor or
the QG Trustee (as applicable) would have received had no such
deduction or withholding been required to be made.
11.5 The Purchaser confirms that he understands that the Sale Shares have
not been registered under the U.S. Securities Act of 1933, as
amended (the "Act"), and may not be sold except pursuant to an
effective registration statement or pursuant to a duly available
exemption from such registration requirements.
11.6 The Purchaser confirms that (a) no offer to purchase the Sale Shares
was made to him by the Vendor, the QG Trustee or any of their
respective affiliates, representatives or agents in the United
States, (b) at the time the buy order was, is or will be originated,
he was, is or will be (as applicable) outside the United States and
(c) he is not resident in the United States.
11.7 The Purchaser confirms that he is purchasing the Sale Shares for his
own account and not with a view to distribution in violation of the
Act.
11.8 The Purchaser acknowledges that, so long as appropriate, a legend
similar to the following may appear on the certificates representing
the Sale Shares: "These securities have not been registered under
the Securities Act of 1933 and may be re-offered and sold only if so
registered or if an exemption from registration is available.
11
11.9 The Purchaser confirms that he is a sophisticated business man and
that prior to entering into this Agreement he has taken such advice
(including without limitation legal advice) as he considers
necessary.
12. Disputes
12.1 Both the Personal Shares and the Sale Shares have been defined in
clause 1.1.1 as including not only respectively the original
4,008,221 and 13,667,132 common shares of US$0.01 each in the
capital of the Company (each an "Original Share") but also (save and
except for cash dividends) any rights benefits and proceeds in
respect of or derived from such shares (whether by way of redemption
bonus preference options allotments substitution conversion or
otherwise) and in the event of any reconstruction or reorganisation
of the Company's share capital (whether by consolidation subdivision
or otherwise) all of the shares of the Company from time to time
representing the same ("Additional Property").
12.2 In determining at any relevant time what Additional Property is
attributable to or then represents an Original Share all of the
parties to this Agreement are required to act in good faith.
12.3 If (notwithstanding the requirement in 12.2 to act in good faith)
any dispute or question whatsoever shall arise between any of the
parties to this Agreement relating to what Additional Property is
attributable to or then represents an Original Share then in the
absence of agreement between such parties thereon the same may be
referred to an independent chartered accountant acting as an expert
and not as an arbitrator to be selected jointly by such parties or
in the event of such parties failing to make a selection within 60
days of the dispute or question arising to be selected by the
President for the time being of the Institute of Chartered
Accountants in England and Wales (unless such person is or has been
a director or employee of the Company in which case the Vice
President shall so select) on the application of any of such
parties. Such expert shall be required in every case to provide
written reasons for arriving at his decision which decision shall be
final and binding save in the case of manifest error. The proper
charges of the said expert and all legal and other costs incurred in
connection with such determination shall be paid by such parties in
equal shares.
13. Heirs and Assigns
This Agreement shall be binding upon each party's heirs, personal
representatives, successors and assigns (as the case may be) but (save as
otherwise expressly provided in this Agreement) none of the rights or
obligations of the parties under this Agreement may be assigned or
transferred without the written approval of all the other parties and in
such case the approval shall be at the absolute discretion of the person
giving it.
14. Costs
All costs, charges and expenses of and incidental to the negotiation,
preparation, execution or completion of this Agreement and the Security
Agreement shall (save as otherwise expressly provided in this Agreement)
be borne solely by the party who incurred the liability.
15. Service of Notice
Any notice required to be given by any of the parties under this Agreement
may be sent by post or facsimile to the address and facsimile number of
the addressee as set out in this Agreement, in either case marked for the
attention of the relevant person named below, or to
12
such other address and/or facsimile number and/or marked for the attention
of such other person as the addressee may from time to time have notified
for the purposes of this clause. Communications sent by post shall be
deemed to have been received 48 hours after posting. Communications by
facsimile transmission shall be deemed to have been received at the time
of transmission. In proving service by post it shall only be necessary to
prove that the notice was contained in an envelope which was duly
addressed and posted in accordance with this clause and in the case of
facsimile transmission it shall be necessary to prove that the facsimile
was duly transmitted to the correct number.
(a) To the Vendor:
Address: PO Box 219GT Strathvale House - North Church
Street ▇▇▇▇▇▇ Town Grand Cayman Cayman Islands British
West Indies
Fax number: ▇ ▇▇▇ ▇▇▇ ▇▇▇▇
For the attention of: ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇
(b) To the Purchaser:
Address: 22/F Vita Tower A ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
Fax number: ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇
For the attention of: the Purchaser
(c) To the QG Trustee:
Address: ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Channel Islands
Fax number: ▇▇▇ (▇) ▇▇▇▇ ▇▇▇ ▇▇▇
For the attention of: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Valpy Jeune
16. Whole Agreement
16.1 This Agreement and the documents referred to in it contain the whole
agreement between the parties relating to the transactions
contemplated by this Agreement and supersede all previous
negotiations, understanding and agreements between the parties
relating to these transactions.
16.2 Each of the parties acknowledges and agrees that, in entering into
this Agreement and any document referred to in it, he or it has not
relied on any representation, warranty, collateral contract or other
assurance (except those set out in this Agreement or the documents
referred to in it) made by or on behalf of any other party before
the signature of this Agreement. Each of the parties irrevocably and
unconditionally waives all rights and remedies which, but for this
sub-clause, might otherwise be available to him or it in respect of
any such representation, warranty, collateral contract or other
assurance, including, but not limited to, the right to rescind this
Agreement and/or claim damages for any misrepresentation, whether or
not contained in this Agreement.
13
17. General
17.1 Time shall be of the essence in this Agreement, both as regards the
dates and periods specifically mentioned and as to any dates and
periods which may by agreement in writing between or on behalf of
the parties hereto be substituted for them.
17.2 No variation of this Agreement shall be valid unless it is in
writing and signed by or on behalf of each of the parties.
17.3 The failure to exercise or delay in exercising a right or remedy
under this Agreement shall not constitute a waiver of the right or
remedy or a waiver of any other rights or remedies and no single or
partial exercise of any right or remedy under this Agreement shall
prevent any further exercise of the right or remedy or the exercise
of any other right or remedy.
17.4 The invalidity, illegality or unenforceability of any provision of
this Agreement shall not affect or impair the continuation in force
of the remainder of this Agreement.
17.5 This Agreement may be executed in any number of counterparts, each
of which when executed and delivered constitutes an original of this
Agreement, but all the counterparts shall together constitute one
and the same Agreement. No counterpart shall be effective until each
party has executed at least one counterpart.
18. Governing law
This Agreement shall be governed and construed in accordance with the laws
of Bermuda and the parties hereto hereby submit to the non-exclusive
jurisdiction of the Courts of Bermuda in connection herewith.
SCHEDULE 1
THE COMPANY
Name: Global Sources Ltd
Registration Number: 27310
Date of Incorporation: 9 November 1999
Place of Incorporation: Bermuda
Registered Office: Canon's Court, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇ ▇▇.
Authorised Share Capital: 50,000,000 shares of US$0.01 each.
Issued Share Capital: 26,313,949 shares of US$0.01 each.
SCHEDULE 2
THE SECURITY AGREEMENT
THIS CHARGE OVER SHARES is entered into this day of November 2003
BETWEEN:
14
(1) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ of ▇▇/▇ ▇▇▇▇ ▇▇▇▇▇ ▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ Road,
Aberdeen, Hong Kong, ( the "Chargor"); and
(2) ▇▇▇▇ ▇▇▇ Si Co Limited whose registered office is at ▇.▇. ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ Church Street, ▇▇▇▇▇▇ Town, Grand Cayman, Cayman
Islands, British West Indies (the "Secured Party"); and
(3) Hill Street Trustees Limited of ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
▇▇▇ Channel Islands in its capacity as trustee of The Quan Gung '86 Trust
(the "QG Trustee")
BACKGROUND:
(A) Pursuant to the Share Purchase Agreement dated on or about the date of
this Deed, the Secured Party has agreed to sell and the Chargor has agreed
to purchase 13,667,132 common shares of Global Sources Ltd.
(B) In addition to the shares purchased by the Chargor pursuant to the Share
Purchase Agreement, the Chargor is the legal and beneficial owner of
4,008,221 common shares of the Company being registered in the name of the
Chargor and fully paid up.
(C) In order to secure his obligations under the Share Purchase Agreement the
Chargor has agreed to execute and deliver this Deed in favour of the
Secured Party, for the benefit of the Secured Party.
NOW THEREFORE THE PARTIES HAVE AGREED AS FOLLOWS:
1. DEFINITIONS AND INTERPRETATION
1.1 In this Deed, including the Background:
"Act" means the Conveyancing ▇▇▇ ▇▇▇▇ of Bermuda;
"Business Day" means any day normally treated as a business day in
Bermuda and New York;
"Charged Property" means the all Security Shares and the Related
Rights;
"Company" means Global Sources Ltd. being the company that has
issued the Security Shares which comprise the Charged Property;
"Default Rate" has the meaning as set out in Clause 1.1.1 of the
Share Purchase Agreement;
"Event of Default" means the failure of the Chargor to comply with
any obligation, representation or warranty expressed to be assumed
by it in the Share Purchase Agreement and/or this Deed;
"Global Sources Ltd." means Global Sources Ltd., an exempted company
incorporated in Bermuda with registration number 27310;
15
"Personal Shares" means all the 4,008,221 common shares of U.S. $.01
each in the share capital of Global Sources Ltd which are not Sale
Shares and which are on or prior to the date hereof held by, or to
the order or on behalf of the Chargor and in the event of any
reconstruction or re-organisation of the Company's share capital
(whether by consolidation, subdivision or otherwise) all the shares
of the Company from time to time representing the same;
"Related Rights" means all dividends, interest and other monies
payable in respect of the Security Shares and all other rights,
benefits and proceeds in respect of or derived from the Security
Shares (whether by way of redemption, bonus, preference, option,
allotments, substitution, reconstruction, conversion or otherwise);
"Sale Shares" means all the 13,667,132 common shares of U.S. $.01
each in the share capital of Global Sources Ltd. purchased by the
Chargor from the Secured Party on or about the date hereof and held
by, or to the order or on behalf of the Chargor at any time and in
the event of any reconstruction or re-organisation of the Company's
share capital (whether by consolidation, subdivision or otherwise)
all the shares of the Company from time to time representing the
same;
"Secured Obligations" means the all obligations owing to the Secured
Party and/or the QG Trustee by the Chargor under or pursuant to the
Share Purchase Agreement, whether present or future, actual or
contingent (and whether incurred by the Chargor alone or jointly,
and whether as principal or surety or in some other capacity);
"Security Period" means the period beginning on the date of this
Deed and ending on the date upon which the Secured Party is
satisfied that all of the Secured Obligations have been
unconditionally and irrevocably paid and discharged in full or all
of the security hereby created has been unconditionally released and
discharged;
"Security Shares" means all the Personal Shares and the Sale Shares
being 17,675,353 common shares of US$.01 each in the share capital
of Global Sources Ltd. as described in Schedule 1 and held by, to
the order or on behalf of the Chargor at any time;
"Share Purchase Agreement" means the agreement dated on or about the
date hereof, between the Chargor, the QG Trustee and the Secured
Party whereby, the Secured Party agreed to sell and the Chargor
agreed to buy the Sale Shares (hereinafter as the same may from time
to time be amended, varied, supplemented, novated or replaced); and
1.2 In this Deed:
(a)capitalised terms defined in the Share Purchase Agreement have,
unless expressly defined in this Deed, the same meaning in this
Deed;
(b)references to statutory provisions shall be construed as
references to those provisions as amended or re-enacted or as
their application is modified by other provisions from time to
time and shall include references to any provisions of which they
are re-enactments (whether with or without modification);
(c)references to clauses and schedules are references to clauses and
schedules of this Deed; references to sub-clauses or paragraphs
are, unless otherwise stated,
16
references to sub-clauses of the clause or paragraphs of the
schedule in which the reference appears;
(d)references to the singular shall include the plural and vice
versa and references to the masculine shall include the feminine
and/or neuter and vice versa;
(e)references to persons shall include companies, partnerships,
associations and bodies of persons, whether incorporated or
unincorporated;
(f)references to assets include property, rights and assets of
every description;
(g)references to any document are to be construed as references to
such document as amended, varied, modified, replaced or
supplemented from time to time;
(h)headings to clauses are for convenience only and have no legal
effect whatsoever;
(i)references to the Secured Party includes its successors or
assigns; and
(j)an Event of Default is 'continuing' or 'subsisting' if it has
not been waived or remedied.
1.3 In this Deed, any reference to "person" is a reference to an
individual, partnership, corporation, joint venture, association,
joint stock company, trust, business trust or unincorporated
organisation, limited liability company, or a government agency or
political subdivision thereof.
1.4 If the Secured Party considers that an amount paid by the Chargor is
capable of being avoided or otherwise set aside then that amount
shall not be considered to have been irrevocably paid for the
purposes of this Deed.
2. SECURITY
2.1 This Deed is given for good consideration and the Chargor shall
discharge and pay (when due and payable) each of the Secured
Obligations at the times and in the manner specified in the Share
Purchase Agreement and this Deed.
2.2 The Chargor, as the legal and beneficial owner of the Security
Shares hereby:
(a) charges by way of first equitable mortgage, in favour of the
Secured Party as a continuing security for the due and
punctual performance of the Secured Obligations all of its
right, title and interest in, to and under the Charged
Property; and
(b) subject to the terms of this Deed, hereby assigns and agrees
to assign to the Secured Party by way of security all benefits
present and future, actual and contingent accruing in respect
of the Charged Property and all the Chargor's rights, title
and interest to and in the Charged Property including (without
limitation) all voting and other consensual powers pertaining
to the Charged Property.
3. COVENANTS BY THE CHARGOR
17
The Chargor hereby covenants with the Secured Party that (unless otherwise
indicated) from the date hereof until all of the Secured Obligations have
been paid and discharged in full:
3.1 there shall be deposited with the Secured Party by way of security:
(a) the original share certificates in respect of the Personal
Shares and any other instruments evidencing the right, title
and interest of the Chargor in, to and under the Charged
Property;
(b) no later than the last Business Day of December 2003, the
original share certificates in respect of the Sale Shares and
any other instruments evidencing the right, title and interest
of the Chargor in, to and under the Charged Property;
(c) an irrevocable proxy from the Chargor in respect of the Security
Shares substantially in the form contained in Schedule 2 (such proxy
may not be exercised by the Secured Party until on or after such
time as the security hereby constituted becomes enforceable in
accordance with the terms of this Deed);
(d) the original blank share transfer forms appearing on the reverse
side of the original share certificates delivered in Clause 3.1 (a)
above in respect of the Charged Property, executed in blank by the
Chargor;
(e) no later than the last Business Day of December 2003, the original
blank share transfer forms appearing on the reverse side of the
original share certificates delivered in Clause 3.1 (b) above in
respect of the Charged Property, executed in blank by the Chargor;
and
(f) if the Secured Party requests, the blank share transfer forms in
respect of the Charged Property executed by the Chargor in blank
substantially in the form of the share transfer forms appearing on
the reverse of the Security Shares; and
(g) such other documents, duly executed by the Chargor, as the Secured
Party may from time to time require for perfecting its title to the
Charged Property.
3.2 that upon the Chargor becoming the registered or beneficial owner of
and receiving share certificates (or other documents of title) in
respect of any Security Shares or Related Rights, deliver items (a),
(b), (c), (d), (e), (f) and (g) to the Secured Party as appropriate,
in respect of such Related Rights and Security Shares;
3.3 the Chargor shall remain liable to perform all the obligations
assumed by it in relation to the Charged Property and the Secured
Party shall be under no obligation of any kind whatsoever in respect
thereof or be under any liability whatsoever in the event of any
failure by the Chargor to perform its obligations in respect
thereof;
3.4 the Chargor shall duly and promptly pay all calls, instalments or
other payments which may be made or become payable in respect of the
Charged Property as and when the same from time to time become due
and upon the occurrence, and during the continuation, of an Event of
Default the Secured Party may, if it thinks fit, make
18
such payments or discharge such obligations on behalf of the
Chargor, but where the Secured Party does make such payment that
amount shall be repayable by the Chargor and pending the repayment
shall constitute part of the Secured Obligations notwithstanding
that demand for repayment has not been made by the Secured Party;
3.5 the Chargor shall promptly comply with any valid notice duly served
on it pursuant to the Companies ▇▇▇ ▇▇▇▇ or under the Bye-Laws of
the Company;
3.6 that upon receiving any material communication in respect of the
Charged Property the Chargor shall immediately notify the Secured
Party of the nature and content of that communication and where such
communication is in writing the Chargor shall immediately provide a
copy to the Secured Party;
3.7 that he/she shall not without the prior written consent of the
Secured Party:
(a)permit any other person other than the Chargor to be registered
as holder of the Charged Property or any part thereof;
(b)except pursuant to Clause 2 (Security), create or agree or
attempt to create or permit to exist (in favour of any person
other than the Secured Party), any assignment, charge or other
interest over the whole or any part of the Charged Property, or
agree to do so;
(c)sell, transfer, assign, lease, hire out, lend or otherwise
dispose of any of the Charged Property or permit any person to
sell, transfer, assign, lease, hire out, lend or otherwise
dispose of any of the Charged Property; or
(d)dispose of the equity of redemption in respect of all or any
part of the Charged Property.
3.8 shall not do or cause or permit to be done anything which may in
some way depreciate, jeopardise or otherwise prejudice the value to
the Secured Party of the Charged Property; and
3.9 agrees that:
(a)the Secured Party and its nominees at its own discretion may,
after an Event of Default has occurred, exercise in the name of
the Chargor or otherwise at any time whether before or after
demand for payment and without any further consent or authority
on the part of the Chargor in respect of the Charged Property any
voting rights and any powers or rights which may be exercisable
by the Chargor but such power shall be exercisable subject to the
provisions of Clause 4; and
(b)the Chargor will, if so requested by the Secured Party, subject
to the approval of the Bermuda Monetary Authority (if required),
transfer all or any part of the Charged Property to such nominees
or agents wheresoever situate as the Secured Party may select and
that the Secured Party may hold all or any part of the Charged
Property in any branch of the Secured Party or with any
correspondents or agents whether in Bermuda or overseas and that
all the Charged Property shall be held at the expense risk and
responsibility of the Chargor.
19
4. DIVIDENDS AND VOTING RIGHTS
The Chargor hereby agrees with the Secured Party that (i) except
following the occurrence of an Event of Default, and (ii) unless
written notice thereof has been given by the Secured Party to the
Chargor, the Chargor shall be entitled to:
(a)subject to the terms of the Share Purchase Agreement, receive all
dividends, distributions and other amounts arising from the
Security Shares; and
(b)exercise all voting and any other consensual rights in relation
to the Security Shares provided that the Chargor shall not
exercise such voting rights in any manner, or otherwise act or
omit to act in any manner which could reasonably be expected to
violate any of the terms of the Share Purchase Agreement or this
Deed or which could reasonably be expected to have the effect of
impairing the security created by this Deed or the rights and
remedies of the Secured Party.
5. REPRESENTATIONS AND WARRANTIES BY CHARGOR
The Chargor represents and hereby warrants to the Secured Party as at the
date hereof and on each date during the period for which the security over
the Charged Property subsists with reference to the facts and
circumstances then existing:
5.1 the Chargor is the sole, absolute and beneficial owner and
registered holder of the Charged Property as described in Schedule 1
(or, in respect of the Sale Shares only, will be the absolute and
beneficial owner and registered holder of the Sale Shares on or
about the date of the Share Purchase Agreement) free from any
security interest (other than those created by this Deed), that no
other person save the Secured Party has any right or interest of any
sort whatsoever in or to the Charged Property and that there are no
agreements or arrangements (including any restrictions on transfer
or rights of pre-emption) affecting the Charged Property in any way
which would or might in any way ▇▇▇▇▇▇ or otherwise prejudice the
rights of the Secured Party or any chargee of the Charged Property;
5.2 save as otherwise permitted in the Share Purchase Agreement, the
Chargor has not sold or otherwise disposed of or agreed to sell or
otherwise dispose of or grant or agreed to grant any option in
respect of all or any of its rights, title and interest in and to
the Charged Property;
5.3 the Security Shares comprising the Charged Property are duly
authorised, validly issued and fully paid and there are no moneys or
liabilities outstanding in respect of any of the Security Shares;
5.4 the Chargor is solvent and able to pay its debts as they fall due;
5.5 the transfer of the Security Shares or the charge over the Security
Shares or the assignment each as contemplated by this Deed is not
prohibited by the Memorandum of Association or the Bye-Laws of the
Company;
5.6 this Deed constitutes the legal, valid, binding obligations of the
Chargor, enforceable against the Chargor in accordance with its
terms;
20
5.7 the Chargor has the power to own all its property and assets;
5.8 the Chargor has full power and authority to execute and deliver this
Charge and comply with the provisions of and perform its obligations
under this Charge;
5.9 this Deed does not and will not conflict with or result in any
breach or constitute a default under any law or regulation of any
governmental or judicial authority or document, agreement,
instrument or obligation to which the Chargor is a party or by which
the Chargor is bound;
5.10 all necessary authorisations, licences, approvals and consents to
enable or entitle the Chargor to enter into and perform its
obligations under this Deed have been obtained and will remain in
force and effect at all times during the subsistence of the security
constituted by this Deed;
5.11 in executing, delivering, performing and complying with this Deed
the Chargor will not contravene any existing applicable law,
statute, decree, rule, order or regulation in any jurisdiction to
which it or any of its assets or revenues is subject nor will
contravene any order, judgment, injunction, decree, resolution,
determination or award of any court or any judicial, administrative
or government authority in any jurisdiction applicable to the
Chargor or its assets and revenues;
5.12 save as otherwise disclosed to the Secured Party in writing before
the signing of the Share Purchase Agreement, there is no litigation,
arbitration or administrative procedure taking place, pending or, to
the actual knowledge of the Chargor (after having made due enquiry)
threatened against the Chargor which in any way whatsoever could
affect the Charged Property or the rights of the Chargor in respect
of the Charged Property;
5.13 the Company is validly incorporated and registered as a exempted
limited liability company in and under the laws of Bermuda and, if
so reasonably required by the Secured Party and at the expense of
the Chargor, the Chargor shall, at any time apply to the appropriate
authorities for the official form of certificate of compliance
relating to the continued corporate existence of the Company and
shall if the same is issued from the relevant authority deliver the
same to the Secured Party;
5.14 until notified in writing to the contrary by the Chargor to the
Secured Party, the Company is a public company being listed on
NASDAQ; and
5.15 any proceedings taken in Hong Kong in relation to this Deed, the
choice of Bermuda law as the governing law of this Deed and any
judgment obtained in Bermuda will be recognised and enforced.
6. FURTHER ASSURANCE
The Chargor shall, at his or her own expense, execute and do all
such assurances, acts and things as the Secured Party may require or
consider desirable under the laws of Bermuda (and the laws of any
other jurisdiction where the Security Shares are listed and/or the
listing rules and regulations of the exchange on which the Security
Shares are listed) to enable the Secured Party to create, perfect or
protect the security intended to be created hereby over the Charged
Property or any part
21
thereof or to facilitate the realisation of any parts of the Charged
Property or the exercise of any powers, authorities and discretions
vested in the Secured Party in relation to any part of the Charged
Property, or in any delegate or sub-delegate thereof. To that
intent, and without prejudice to the generality of the foregoing,
the Chargor shall at any time if and when required by the Secured
Party execute such further proxies, legal and other charges or
assignments in favour of the Secured Party as the Secured Party
shall from time to time require over all or any of the Charged
Property and all rights relating thereto both present and future
(including any bonus or substituted securities and any vendor's
lien) and any other proxies, transfers and documents the Secured
Party may from time to time require for perfecting its title to the
same or for vesting or enabling it to vest the same in itself or its
nominees or in any purchaser to secure the Secured Obligations or to
facilitate the realisation of the Charged Property or the exercise
of the powers conferred on the Secured Party. Such further charges
or assignments to be prepared by or on behalf of Secured Party at
the cost of the Chargor and shall contain an immediate power of sale
whilst an Event of Default is subsisting without notice, a clause
excluding section 29 of the Act, a clause excluding the restrictions
contained in section 31 of the Act and such other clauses for the
benefit of the Secured Party as the Secured Party may reasonably
require.
7. POWERS OF THE SECURED PARTY
7.1 Upon the occurrence of an Event of Default or the death insolvency
or bankruptcy of the Chargor or a demand being made for the payment
of all or any of the Secured Obligations the security hereby
constituted shall become immediately enforceable and the power of
sale and other powers specified in Section 30 of the Act (applied in
respect of personal property as well as real property) as varied or
amended by this Charge shall be immediately exercisable upon and at
any time thereafter and without prejudice to the generality of the
foregoing the Secured Party without further notice to the Chargor:
(a) may solely and exclusively exercise all voting and/or
consensual powers pertaining to the Charged Property or any
part thereof and may exercise such powers in such manner as
the Secured Party may think fit; and/or
(b) may (without prejudice to the obligations of the Chargor pay
to the Secured Party the Dividend Payments as set out in the
Share Purchase Agreement) receive and retain all dividends,
interest or other moneys or assets accruing on or in respect
of the Charged Property or any part thereof, such dividends,
interest or other moneys or assets to be held by the Secured
Party, until applied in the manner described in Clause 7.5, as
additional security charged under and subject to the terms of
this Charge and any such dividends, interest or other moneys
or assets received by the Chargor after such time shall be
held in trust by the Chargor for the Secured Party and paid or
transferred to the Secured Party on demand; and/or
(c) may sell, transfer, grant options over or otherwise dispose of
the Charged Property or any part thereof at such place and in
such manner and at such price or prices as the Secured Party
may deem fit, and thereupon the Secured Party shall have the
right to deliver, assign and transfer in accordance
22
therewith the Charged Property so sold, transferred, granted
options over or otherwise disposed of.
7.2 Section 29 and Section 31 of the Act shall not apply to this Deed or
to any other security given to the Secured Party pursuant hereto.
7.3 For the avoidance of doubt, the powers of the Secured Party by
virtue of this Deed shall not be limited to those specified in
Section 30 of the Act. For the purpose of all powers conferred by
statute, the Secured Obligations shall be deemed to have become due
and payable on the date hereof.
7.4 In exercising the powers referred to in Clause 7.1, the Charged
Property or any part thereof may be sold or disposed of at such
times and in such manner and generally on such terms and conditions
and for such consideration as the Secured Party may think fit. Any
such sale or disposition may be for cash, debentures or other
obligations, shares, stock, securities or other valuable
consideration and be payable immediately or by instalments spread
over such period as the Secured Party may think fit. No purchaser or
other person shall be bound or concerned to see or enquire whether
the right of the Secured Party to exercise any of the powers hereby
conferred has arisen or not or be concerned with notice to the
contrary or with the propriety of the exercise or purported exercise
of such powers.
7.5 All money received by the Secured Party in the exercise of any
powers conferred by this Deed shall be applied after the discharge
of all liabilities having priority thereto in or towards
satisfaction of the Secured Obligations in the following order of
priority (save that the Secured Party may credit the same to a
suspense account for so long and in such manner as the Secured Party
may from time to time determine):
first, in satisfaction of or provision for all costs, charges and
expenses incurred and payments made by the Secured Party and of all
remuneration due hereunder in each case, together with interest (as
well after as before judgment and payable on demand) at the Default
Rate from the date the same becomes due and payable until the date
the same are unconditionally and irrevocably paid and discharged in
full;
second, in payment to the Secured Party to be first applied in or
towards the discharge of the Secured Obligations;
third, in retention of an amount equal to any part or parts of the
Secured Obligations as are or are not then due and payable but which
(in the sole and absolute opinion of the Secured Party) will or may
become due and payable in the future and, upon the same becoming due
and payable, in or towards satisfaction thereof in accordance with
the foregoing provisions of this Clause 7.5; and
fourth, after the end of the Security Period, in payment of the
surplus (if any) to the relevant Chargor or other person entitled
thereto.
7.6 the Secured Party shall not be liable to account as mortgagee in
possession in respect of all or any part of the Charged Property and
shall not be liable for any loss upon realisation or for any neglect
or default to present any interest coupon or any bond or stock drawn
for repayment or for any failure to pay any call instalment or to
accept any
23
offer or to notify the Chargor of any such matter or for any
negligence or default by its nominees, correspondents or agents or
for any other loss of any nature whatesoever in connection with the
Charged Property.
8. DELEGATION
The Secured Party may delegate by power of attorney or in any other
manner to any person any right, power or discretion exercisable by
them under this Deed. Any such delegation may be made upon the terms
(including power to sub-delegate) and subject to any regulations
which the Secured Party may think fit. The Secured Party will not be
in any way liable or responsible to the Chargor for any loss or
liability arising from any act, default, omission or misconduct on
the part of any such delegate or sub-delegate, except to the extent
that the Secured Party, delegate or sub-delegate is grossly
negligent or guilty of willful misconduct.
9. CONTINUING SECURITY
9.1 The security constituted by this Deed shall be held by the Secured
Party as a continuing security for the payment and discharge of the
Secured Obligations and the security so created shall not be
satisfied by any intermediate payment or satisfaction of any part of
the Secured Obligations including wheresoever such payment or
satisfaction is made pursuant to the insolvency or bankruptcy of the
Chargor and shall be binding until all the Secured Obligations have
been unconditionally and irrevocably paid and discharged in full.
9.2 The Chargor waives any right he or she may have of requiring the
Secured Party (or any Receiver, or trustee or agent on its behalf)
to proceed against or enforce any other rights or security or claim
payment from any other person before claiming under or enforcing the
security granted or taken under this Deed.
9.3 No failure, delay or omission by the Secured Party or any receiver
in exercising any right, power or remedy under this Deed shall
impair such right, power or remedy or be construed as a waiver
thereof nor shall any single or partial exercise of any such right,
power or remedy preclude any further exercise thereof or the
exercise of any other right, power or remedy.
9.4 Any waiver by the Secured Party of any of the terms of this Deed or
any consent or approval given by the Secured Party shall only be
effective if given in writing and then only for the purpose and upon
the terms and conditions for which it is given.
9.5 Any settlement, release or discharge under this Deed or the Share
Purchase Agreement shall be conditional upon no security or payment
to the Secured Party being avoided or set aside or ordered to be
refunded or reduced by virtue of any provision or enactment relating
to insolvency, administration or liquidation for the time being in
force or for any other reason and, if such condition is not
satisfied, the Secured Party shall be entitled to receive from the
Chargor on demand the value of such security or the amount of any
such payment as if such settlement, release or discharge had not
occurred.
9.6 The Secured Party shall not be concerned to see or investigate the
powers or authorities of the Chargor and moneys obtained or Secured
Obligations incurred in
24
the purported exercise of such powers or authorities or by any
person purporting to be acting for or on behalf of the Chargor shall
be deemed to form a part of the Secured Obligations, and "Secured
Obligations" shall be construed accordingly.
9.7 The Chargor agrees that, upon the occurrence of an Event of Default,
the Secured Party shall be free to pursue all available remedies as
the Secured Party in its absolute discretion considers appropriate
in relation to the Charged Property without objection, opposition or
interference from the Chargor, and that any rights to stay, enjoin,
or which could otherwise delay or impede the remedies of the Secured
Party against the Charged Property are hereby waived and released by
the Chargor.
9.8 The collateral constituted by this Deed shall be cumulative, in
addition to and independent of every other security which the
Secured Party may at any time hold for the Secured Obligations or
any rights, powers and remedies provided by law. No prior security
held by the Secured Party over the whole or any part of the Charged
Property shall merge into the collateral constituted by this Deed.
9.9 Until the Secured Obligations have been unconditionally and
irrevocably satisfied and discharged in full to the satisfaction of
the Secured Party, the Chargor shall not by virtue of any payment
made hereunder on account of the Secured Obligations or by virtue of
any enforcement by the Secured Party of its rights under, or the
security constituted by, this Charge or by virtue of any
relationship between or transaction involving, the Chargor and the
Company (whether such relationship or transaction shall constitute
the Chargor a creditor of the Company, a guarantor of the
obligations of the Company or a party subrogated to the rights of
others against the Company or otherwise howsoever and whether or not
such relationship or transaction shall be related to, or in
connection with, the subject matter of this Charge):
(a) exercise any rights of subrogation in relation to any rights,
security or moneys held or received or receivable by the
Secured Party or any person;
(b) exercise any right of contribution from any co-surety liable
in respect of such moneys and liabilities under any other
guarantee, security or agreement;
(c) exercise any right of set-off or counterclaim against the
Company or any such co-surety;
(d) receive, claim or have the benefit of any payment,
distribution, security or indemnity from the Company or any
such co-surety; or
(e) unless so directed by the Secured Party (when the Chargor will
prove in accordance with such directions), claim as creditor
of the Company or any such co-surety in competition with the
Secured Party.
The Chargor shall hold in trust for the Secured Party and forthwith
pay or transfer (as appropriate) to the Secured Party any such
payment (including an amount equal to any such set-off),
distribution or benefit of such security, indemnity or claim in fact
received by the Chargor.
25
9.10 Until the Secured Obligations have been unconditionally and
irrevocably satisfied and discharged in full to the satisfaction of
the Secured Party, the Secured Party may at any time keep in a
separate interest bearing account or accounts in the name of the
Secured Party for as long as it may think fit, any moneys received,
recovered or realised under this Charge or under any other
guarantee, security or agreement relating in whole or in part to the
Secured Obligations without being under any intermediate obligation
to apply the same or any part thereof in or towards the discharge of
such amount.
9.11 The Chargor confirms that he is a sophisticated business man and
that prior to entering into this Deed, he has taken such advice
(including without limitation, legal advice) as to his liabilities
and obligations hereunder as he considers necessary.
10. DISCHARGE OF SECURITY
Subject to the provisions of Clause 9, upon the expiry of the
Security Period (but not otherwise), the Secured Party will, or will
procure that at the request and cost of the Chargor, transfer to the
same all of the Secured Party's right, title and interest in or to
the Charged Property free from this Deed.
11. POWER OF ATTORNEY
11.1 The Chargor, by way of security, irrevocably appoints (so as to bind
both himself and his estate representatives) the Secured Party to be
its attorney and in its name, on its behalf and as its act and deed
to execute, deliver, complete and perfect all documents (including,
but not limited to, any transfer forms and other instruments of
transfer and any proxy) and do all things that the Secured Party may
consider necessary for (a) carrying out any obligation imposed on
the Chargor under this Agreement or (b) exercising any of the rights
conferred on the Secured Party by this Deed or by law (including,
after the security constituted by this Deed has become enforceable,
the exercise of any right of a legal or a beneficial owner of the
Charged Property). The Chargor shall ratify and confirm all things
done and all documents executed by the Secured Party in the exercise
of that power of attorney.
11.2 The Secured Party shall have full power, with regard to all or any
part of the Charged Property and either jointly and severally or
otherwise as the Secured Party thinks fit, to appoint substitutes
and to delegate all or any of these powers to such persons on such
terms as it thinks fit, including power to authorise the person so
appointed to make further appointments, and may vary or revoke such
delegation at any time.
11.3 The Chargor hereby agrees to ratify and confirm any deed, document,
act or thing and all transactions which the Secured Party or any
substitute or any delegatee may lawfully do or execute under this
Clause or has done or executed under this Clause.
12. INDEMNITY
The Chargor hereby agrees fully to indemnify and hold harmless the
Secured Party from and against all losses, actions, claims,
expenses, taxes, demands and liabilities whether in contract, tort
or otherwise and in respect of calls or other payments relating to
the Charged Property now or hereafter incurred by it or by any
nominee, correspondent, agent, officer or employee for whose
liability, act or omission it may
26
be answerable for anything done or omitted in the exercise or
purported exercise of the powers herein contained or occasioned by
any breach by the Chargor of any of its covenants or other
obligations to the Secured Party, except to the extent that the
Secured Party, nominee, correspondent, agent, officer or employee is
grossly negligent or guilty of willful misconduct. The Chargor shall
indemnify the Secured Party on demand and shall pay interest on the
sums demanded at the Default Rate.
13. CURRENCY
13.1 All moneys received recovered or realised or held by the Secured
Party under this Deed may from time to time be converted into such
other currency as the Secured Party considers necessary or desirable
to cover the Secured Obligations in that currency at the then
prevailing commercial rate of exchange for purchasing that other
currency with the existing currency.
13.2 If and to the extent that the Chargor fails to pay the amount due on
demand the Secured Party may in its absolute discretion without
notice to the Chargor purchase at any time thereafter so much of any
currency as the Secured Party considers necessary or desirable to
cover so much of the Secured Obligations denominated in such
currency at the then prevailing commercial rate of exchange for
purchasing such currency with US$ Dollars or such other currency and
the Chargor hereby agrees to indemnify the Secured Party against the
full cost incurred by the Secured Party for such purpose.
13.3 The Secured Party shall not be liable to the Chargor for any loss
resulting from any fluctuation in exchange rates before or after the
exercise of the foregoing powers.
13.4 No payment to the Secured Party (whether under any judgment or court
order or otherwise) shall discharge the obligation or liability of
the Chargor in respect of which it has been made unless and until
the Secured Party shall have received payment in full in the
currency in which such obligation or liability was incurred and to
the extent that the amount of any such payment shall on actual
conversion into such currency fall short of such obligation or
liability actual or contingent expressed in that currency the
Secured Party shall have a separate cause of action against the
Chargor and shall be entitled to enforce the charge hereby created
to recover the amount of the shortfall.
14. COSTS
14.1 The Chargor shall on demand and on a full indemnity basis pay to the
Secured Party the amount of all costs, fees, expenses and other
liabilities (including legal fees and expenses) and any taxes
thereon which the Secured Party incurs in connection with:
(a)the negotiation, preparation, execution and delivery of this Deed
and any other documents contemplated hereby now or at any time
hereafter;
(b)the granting of or proposal to grant any, discharge, release,
waiver or consent or any variation of this Deed; and
(c)the preserving, registration, perfecting or enforcing of, or
attempting to preserve, perfect or enforce, any of its rights
under this Deed.
14.2 The Chargor shall pay promptly all stamp, documentary, registration
and other like duties or taxes including any penalties, fines,
surcharges or interest relating hereto,
27
14.2 which are imposed or chargeable on or in connection with this Deed
provided that the Secured Party shall be entitled but not obliged to
pay such duties or taxes whereupon the Chargor shall on demand
indemnify the Secured Party against those duties and taxes and
against any reasonable costs and expenses so incurred by the Secured
Party in discharging them.
14.3 The Chargor shall pay interest on all costs, fees, expenses and
other liabilities and all duties and taxes from the date such
obligations or liabilities are due owing or incurred until the date
of the payment (both before and after any demand or relevant
judgment in favour of the Secured Party or insolvency or bankruptcy
of the Chargor) at the Default Rate.
15. NOTICES
15.1 Any notice, request, demand or other communication under or in
respect of this Deed shall be in writing and in the English language
and delivered to such party at the address appearing below (or at
such other address as the party may hereafter specify by notice in
writing):
(a) In the case of the Chargor:
Address: 22/F Vita Tower A, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇
Fax : ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇
(b) In the case of the Secured Party:
Address: P.O. Box 219GT Strathvale House, North Church Street,
▇▇▇▇▇▇ Town, Grand Cayman, Cayman Islands, British West Indies
Fax: ▇ ▇▇▇ ▇▇▇ ▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
15.2 Any notice, request, demand or other communication shall be deemed
to be received:
(a) if sent by post, on receipt by the addressee;
(b) if sent by registered air-mail, on receipt by the addressee;
and
(c) if sent by fax, on successful completion of its transmission
as per transmission report from the machine from which the fax
was sent, save that if such notice, communication or document
is received after normal working hours (which shall be deemed
to be 8.30 a.m. and 5.30 p.m. on any Business Day in the
country of the recipient), such notice, communication or
document shall be deemed to have been received on the next
Business Day.
15.3 Any communication or document to be made or delivered to the Secured
Party shall be effective only when received by the Secured Party and
then only if the same is expressly marked for the attention of the
department or officer identified in Clause
28
15.1 or such other department or officer as the Secured Party shall
from time to time specify for this purpose.
15.4 For the avoidance of doubt, notice given under this Deed shall not
be validly served if given by e-mail.
16. ASSIGNMENTS
16.1 This Deed shall be binding on, and inure to the benefit of, the
parties hereto and their successors, heirs, personal
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ representatives, permitted assigns
and permitted transferees.
16.2 The Secured Party may assign and transfer all of its rights and
obligations hereunder to any assignee or transferee without the
consent of the Chargor. The Secured Party shall notify the Chargor
following any such assignment or transfer.
16.3 The Chargor may not assign or transfer all or any part of its rights
or obligations under this Deed without the prior written consent of
Secured Party, which the Secured Party shall have full power and
discretion to withhold.
17. THIRD PARTIES
No purchaser from, or other person dealing with the Secured Party
shall be concerned to enquire whether any of the powers which the
Secured Party has exercised or purported to exercise has arisen or
become exercisable, or whether the Secured Obligations remain
outstanding, or whether any event has happened to authorise the
Secured Party to act or as to the propriety or validity of the
exercise or purported exercise of any such power; and the title and
position of such a purchaser or such power shall not be impeachable
by reference to any of those matters.
18. PARTIAL INVALIDITY
If, at any time, any one or more of the provisions of this Deed is
or becomes illegal, invalid or unenforceable in any respect or the
security intended to be created by this Deed is ineffective under
any law of any jurisdiction, neither the legality, validity,
enforceability of the remaining provisions of this Deed nor the
effectiveness of any of the remaining security under the laws of any
other jurisdiction shall be in any way affected or impaired as a
result.
19. COUNTERPARTS
This Deed may be executed in any number of counterparts, each of
which when executed and delivered constitutes an original of this
Deed, but all the counterparts shall together constitute one and the
same Deed. No counterpart shall be effective until each party has
executed at least one counterpart.
20. GOVERNING LAW AND JURISDICTION
20.1 This Deed shall be governed by, and construed in accordance in all
respects with, the laws of Bermuda.
29
20.2 The Chargor hereby irrevocably and unconditionally agrees for the
exclusive benefit of the Secured Party that the Courts of Bermuda
shall have jurisdiction to hear and determine any suit, action or
proceeding and to settle any dispute arising out of or in connection
with this Deed and for such purposes irrevocably submits to the
jurisdiction of such Courts.
20.3 The Chargor irrevocably waives, now and in the future, any objection
to the Courts of Bermuda having jurisdiction to hear and determine
any proceedings on the grounds that such Courts are inappropriate or
an inconvenient forum.
20.4 Nothing contained in this Deed shall limit the right of the Secured
Party to take proceedings with respect to this Deed in any other
Court of competent jurisdiction nor shall the taking of any such
proceedings in one or more jurisdictions preclude the taking of
proceedings in any other jurisdictions, whether concurrently or not.
IN WITNESS WHEREOF the parties hereto have executed this Deed the day and year
first above written with the intent that it shall constitute a deed in
accordance with the laws of Bermuda and with the intent that it shall be
specifically enforceable.
SCHEDULE 1
----------
--------------------------------------------------------------------------------
SHAREHOLDER NUMBER OF DESCRIPTION
SHARES
--------------------------------------------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 350,719 Common Shares of US$.01 each, in
the share capital of Global
Sources Ltd. represented on the
date hereof by share certificate
number G1146
--------------------------------------------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 501,028 Common Shares of US$.01 each, in
the share capital of Global
Sources Ltd. represented on the
date hereof by share certificate
number G1145
--------------------------------------------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 350,719 Common Shares of US$.01 each, in
the share capital of Global
Sources Ltd. represented on the
date hereof by share certificate
number G1148
--------------------------------------------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 350,719 Common Shares of US$.01 each, in
the share capital of Global
Sources Ltd. represented on the
date hereof by share certificate
number G1147
--------------------------------------------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 350,719 Common Shares of US$.01 each, in
the share capital of Global
Sources Ltd. represented on the
date hereof by share certificate
number G1149
--------------------------------------------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 350,719 Common Shares of US$.01 each, in
the share capital of Global
Sources Ltd. represented on the
date hereof by share certificate
number G1150
--------------------------------------------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 350,719 Common Shares of US$.01 each, in
the share capital of Global
Sources Ltd.
30
--------------------------------------------------------------------------------
represented on the date hereof by
share certificate number G1151
--------------------------------------------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 350,719 Common Shares of US$.01 each, in
the share capital of Global
Sources Ltd. represented on the
date hereof by share certificate
number G1152
--------------------------------------------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 350,720 Common Shares of US$.01 each, in
the share capital of Global
Sources Ltd. represented on the
date hereof by share certificate
number G1153
--------------------------------------------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 350,720 Common Shares of US$.01 each, in
the share capital of Global
Sources Ltd. represented on the
date hereof by share certificate
number G1154
--------------------------------------------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 350,720 Common Shares of US$.01 each, in
the share capital of Global
Sources Ltd. represented on the
date hereof by share certificate
number G1155
--------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇ Si Co. Ltd. 13,667,132 Common Shares of US$.01 each, in
(But following the the share capital of Global
purchase of the Sale Sources Ltd. represented on the
Shares pursuant to the date hereof by share certificate
terms of the Share number G2018 and, following the
Purchase Agreement, the sale and purchase of the Sale
Shareholder shall be Shares pursuant to the terms of
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇) the Share Purchase Agreement,
such replacement share
certificate.
--------------------------------------------------------------------------------
SCHEDULE 2
----------
SHAREHOLDER'S PROXY
-------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("Chargor"), being the legal and beneficial owner of shares
("Security Shares") in Global Sources Ltd. ("Company") as listed at the foot of
this Proxy HEREBY APPOINTS ▇▇▇▇ ▇▇▇ Si Co Limited ("Secured Party") acting with
full power of substitution as the agent and proxy of the Chargor to vote the
Security Shares in the name, place and stead of the Chargor at all or any
meetings of the shareholders of the Company as fully as the Chargor would do if
personally present and to waive notice of any such meeting, hereby revoking with
effect from the date hereof all or any proxies previously given in favour of any
other person or persons in relation to the Security Shares.
The Chargor has granted an assignment and charge over the Security Shares in
favour of the Secured Party by a Deed dated November 2003 ("Charge") and this
proxy is given by way of security and shall remain irrevocable for as long as
the charge and assignment shall remain in force.
Dated: ___ November 2003
----------------------------------------------------
The Chargor
in the presence of:
----------------------------------------------------
31
Witness (Signature):
Witness Name (Print):
Witness Address (Print):
The Shares
17,675,353 Common Shares of US$.01 each in the share capital of Global Sources
Ltd.
SIGNATORIES
-----------
CHARGOR
Executed as a Deed by:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
in the presence of:
Witness signature:
Name in Print:
Address:
Occupation:
SECURED PARTY
The Common Seal of: )
▇▇▇▇ ▇▇▇ SI CO LIMITED )
was affixed in the presence of )
)
-------------------------- )
Authorised Signatory: )
THE QG TRUSTEE
The Common Seal of: )
HILL STREET TRUSTEES LIMITED )
Was affixed in the presence of: )
)
-------------------------- )
Authorised Signatory: )
)
-------------------------- )
Authorised Signatory: )
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed
the day and year first before written.
32
SIGNED by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Valpy Jeune
for and on behalf of the QG Trustee in the
presence of: -
Witnesses:
1) Signature:
Name:
Occupation:
Address:
2) Signature:
Name:
Occupation:
Address:
The Common Seal of:
▇▇▇▇ ▇▇▇ Si Co Limited was affixed in the
presence of:-
Authorised Signatory:
Executed as a Deed by
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
in the presence of:-
Witness signature:
Name in Print:
Address:
Occupation:
33
