EXHIBIT 10.6
EXECUTION COPY
Dated 18th January 2002
BRIGHTPOINT INTERNATIONAL (ASIA PACIFIC) PTE. LIMITED
CHINATRON GROUP HOLDINGS LIMITED
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AGREEMENT AMENDING
SALE AND PURCHASE AGREEMENT
dated 2nd October, 2001 for up to 80%
of the share capital of Brightpoint China Limited
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Xxxxxxxx Xxxxxx
00/X Xxxxxxxxx Xxxxx
00-00 Xxxxxx Xxxx
Xxxxxxx
Xxxx Xxxx
THIS AGREEMENT dated 18th January, 2002 is made
BETWEEN
1. BRIGHTPOINT INTERNATIONAL (ASIA PACIFIC) PTE. LTD., a company incorporated
in Singapore and having its registered office at Xxxxxxxxx & Xxxxxxxxxx, 00
Xxxxxxx Xxxxx #00-00, Xxxxxxxx Xxxxxx, Xxxxxxxxx 000000 (the "Vendor")
2. CHINATRON GROUP HOLDINGS LIMITED, a company incorporated in Hong Kong and
having its registered office at Xxxxx 000, Xxxx Xxxxxx Xxxx, Xxxxxxx, Xxxx
Xxxx (the "Purchaser")
WHEREAS by a sale and purchase agreement for up to 80% of the share capital of
Brightpoint China Limited between the parties hereto and dated 2nd October,
2001, amongst other things the Vendor granted to the Purchaser an option to
acquire the Option Shares and the parties wish to clarify their intentions in
relation to the Exercise Price by amending that agreement
IT IS HEREBY AGREED:
1. INTERPRETATION
In this Agreement:-
"Sale and Purchase Agreement" means the sale and purchase agreement
referred to in the recital hereto; and
terms defined in the Sale and Purchase Agreement are used with those
defined meanings (both in this Agreement and in the recital hereto).
2. AMENDMENT
In the Sale and Purchase Agreement:-
(A) the definition of "Exercise Price" is hereby deleted and replaced by the
following:-
"Exercise Price" "US$10,000,000 (to be satisfied by the issue of the Option
Preference Shares) plus such further sums as may be payable pursuant to
Clause 8.02";
(B) Clause 8.2 is hereby deleted and replaced by the following:-
"8.2(a) The Vendor shall on exercise of the Option sell or procure the sale
of the Option Shares and the Purchaser shall purchase the Option Shares,
free from all rights of pre-emption, options, liens, claims, equities,
charges, mortgages, pledges and encumbrances or third party rights of
whatsoever nature and with all rights attached,
accrued or accruing or becoming attached thereto on and after date of such
exercise at the Exercise Price, payable as to the first US$10,000,000
thereof not in cash but instead by the issue of Option Preference Shares
upon Option Completion and as to the balance (calculated pursuant to Clause
8.2(b) in cash).
8.02(b) In addition to the sum of US$10,000,000 referred to in Clause 8.02,
the Purchaser shall, as part of the Exercise Price, pay to the Vendor an
additional sum calculated by applying the formula:-
D x N where:
---
365
"N" is, in respect of any financial year (or part thereof) of the Company
is prior to Option Completion, the number of days up to and excluding the
date on which the Option Shares are transferred at Option Completion; and
"D" is the amount of any dividend declared in respect of that financial
year and attributable to the Option Shares that is not or was not paid by
the Company to the Vendor prior to Option Completion.
This additional sum shall become due and payable by the Purchaser to the
Vendor forthwith upon the dividend being declared by the Company in respect
of the relevant financial year being paid by the Company and should be paid
within 5 days thereafter. For the avoidance of doubt, it is acknowledged
that the payments pursuant to this Clause 8.2(b) may not become payable to
the Vendor for several months after Option Completion but the Vendor shall
not as a result be entitled to any interest thereof."
If (a) the Company reports distributable gains or profits in respect of any
financial year referred to in the definition of "N" above and (b) does not
declare a dividend of at least 50% thereof, then all dividend(s) declared
after the adoption of its audited accounts for the year in question shall
be deemed declared in respect of that financial year until the Purchaser
has received a sum pursuant to this Clause 8.02(b) equal to that part 50%
of the distributable gains or profits for the relevant year, multiplied by
N/365 attributable to the Option Shares.
3. MISCELLANEOUS
(A) The provisions of the following clauses of the Sale and Purchase Agreement
are incorporated herein by reference as if set out herein, mutatis
mutandis:-
Clauses 9.2, 9.5, 9.7, 9.10, 9.11
(B) This Agreement is an amendment to the Sale and Purchase Agreement for the
purposes of Clause 9.11 of the Sale and Purchase Agreement.
(C) The Sale and Purchase Agreement remains in full force and effect as amended
hereby.
IN WITNESS whereof this Agreement has been duly executed the date and year
first before written.
SIGNED for and on behalf of ) /s/ Xxxxxx X. Xxxxx
BRIGHTPOINT INTERNATIONAL ) Xxxxxx X. Xxxxx
(ASIA PACIFIC) PTE. LIMITED ) Director
in the presence of: )
SIGNED for and on behalf of ) /s/ Xxxx Xxxxxxx-Xxxxxx
CHINATRON GROUP HOLDINGS LIMITED )
in the presence of: )
