SHARE PURCHASE AGREEMENT
Exhibit 3
THIS AGREEMENT made on
the day of
October 2008 between:
|
1.
|
Hill
Street Trustees Limited of 00 Xxxxxxxxx Xxxxxx Xx Xxxxxx Xxxxxx XX0 0XX
Channel Islands in its capacity as trustee of The Quan Gung ‘86 Trust (the
"Trustee");
|
|
2.
|
Xxxx
Xxx Si Co Limited whose registered office is at 0xx
Xxxxx, Xxxxxxx Xxxx, Xxxxxxx Xxxxxx, Elign Avenue PO Box 32322, Xxxxxx
Town Grand Cayman Islands British West Indies (the "Purchaser");
and
|
|
3.
|
Xxxxx
X. Xxxxxxx of 22/F Vita Tower A 00 Xxxx Xxxx Xxxx Xxxx Xxxxxxxx Xxxx Xxxx
(the "Vendor").
|
The
Purchaser, Vendor and the Trustee are hereinafter jointly referred to as the
"Parties".
WHEREAS
(A)
The
Vendor is the owner of 28,576,844 fully paid common shares of US$0.01 each in
Global Sources Ltd of Canon’s Court, 22 Victoria Street, Hamilton,
Bermuda (the “Company”).
|
(B)
|
The
Vendor has agreed to sell and the Purchaser has agreed to purchase 400,000
Shares (the “Purchase Shares”) in the Company on the terms and subject to
the conditions of this agreement.
|
|
(G)
|
The
purchase by the Purchaser of the Purchase Shares has been authorised by
resolution in accordance with the Companies (Jersey) Law 1991, as amended,
and the Articles of Association of the
Purchaser.
|
|
(H)
|
The
Purchaser shall pay in consideration for the purchase of the Purchase
Shares US$7 per Share to the Vendor, totalling an aggregate consideration
of US$2,800,000 (the "Consideration").
|
NOW THEREFORE THIS AGREEMENT
WITNESSETH the agreement of the Parties as follows:
1.
Interpretation
|
1.1.
|
In
this Agreement, unless there be something in the subject or context
inconsistent with such
construction:
|
|
1.1.1.
|
the
word "may" shall be construed as permissive and the word "shall" shall be
construed as imperative;
|
|
1.1.2.
|
the
word "signed" shall be construed as including a signature or
representation of a signature affixed by mechanical or other
means;
|
|
1.1.3.
|
the
words "in writing" shall be construed as including written, printed,
telexed, electronically transmitted or any other mode of representing or
reproducing words in a visible
form;
|
|
1.1.4.
|
words
importing "persons" shall be construed as including companies or
associations or bodies of persons whether corporate or
unincorporated;
|
|
1.1.5.
|
words
importing the singular number shall be construed as including the plural
number and vice versa;
|
|
1.1.6.
|
words
importing the masculine gender only shall be construed as including the
feminine gender;
|
|
1.1.7.
|
references
to clauses are to Clauses of this Agreement;
and
|
|
1.1.8.
|
references
to enactments are to such enactments as are from time to time modified,
re-enacted or consolidated and shall include any enactment made in
substitution for an enactment that is
repealed.
|
|
1.2.
|
The
headings herein are for convenience only and shall not affect the
construction of this Agreement.
|
2.
Purchase
of the Shares
|
2.1.
|
The
Vendor shall sell the Purchase Shares, and the Purchaser shall purchase
the Purchase Shares, as hereinafter
provided.
|
|
2.2.
|
The
Vendor shall sell the Purchase Shares free of all liens, charges and
encumbrances and together with all rights attaching
thereto.
|
|
2.3.
|
Completion
of the sale and purchase of the Purchase Shares ("Completion") shall take
place on 31st October 2008 or such other date as the Parties may agree.
|
3. Obligations on
Completion
|
3.1
|
MAH
shall on Completion deliver to the Purchaser duly completed and signed
transfers in favour of the Purchaser in respect of the Purchase
Shares.
|
|
3.2
|
MAH
shall execute such further documentation (if any) as the Purchaser may
reasonably request in writing in order to effect the registration of the
Purchase Shares in the name of the
Purchaser.
|
|
3.3
|
On
Completion, the Purchaser shall pay the Consideration to the Vendor or as
it shall direct
|
|
3.4
|
The
payment made to the Vendor under this Clause 3 shall be made by wire
transfer to the bank account of the Vendor as notified in writing by the
Vendor to the Purchaser.
|
4.
Confidentiality
This
Agreement and any information or document provided hereunder is confidential and
shall not be passed on or copied to any person except for the purposes of
professional advice to be given in relation to this Agreement.
5. Costs
The costs
of preparation of this Agreement shall be borne by the Purchaser.
6.
Further
Assurance
The
Parties agree to do all things and to execute and sign all documents reasonably
required to effectively transfer the title and interest in the Purchase Shares
from the Vendor in accordance with this Agreement and otherwise to give effect
to the terms of this Agreement.
2
7.
Counterparts
This
Agreement may be signed in counterparts and each of such counterparts shall
constitute an original document and such counterparts, taken together, shall
constitute one and the same instrument.
8.
Governing
Law
This
Agreement shall be governed by and construed in accordance with the laws of
Jersey and the Parties irrevocably agree that the Courts of Jersey shall have
jurisdiction to settle any dispute which arises out of or in connection with
this Agreement.
9. Successors
and Assigns
This
Agreement shall enure to the benefit of and be binding upon the respective
successors and assigns of the Parties.
IN WITNESS WHEREOF the Parties
have executed this Agreement the day and year first before written.
SIGNED by
for and
on behalf of the Trustee in the
presence
of: -
Witnesses:
|
1)
|
Signature:
|
|
Name:
|
|
|
Occupation:
|
|
|
Address:
|
|
2)
|
Signature:
|
|
Name:
|
|
|
Occupation:
|
|
|
Address:
|
|
The
Common Seal of:
Xxxx
Xxx Si Co Limited was affixed in the presence of:-
Authorised
Signatory:
|
|
|
Executed
as a Deed by
XXXXX
X. XXXXXXX
in
the presence of:-
|
Witness
signature:
Name in
Print:
Address:
Occupation:
3
