EXHIBIT 4.14
Dated 27th July 2004
Xx. XXXX TOE XXXXX
and
NAM TAI ELECTRONICS, INC.
-------------------------------------
SUPPLEMENTAL AGREEMENT
Relating to the Sale and Purchase
of the entire issued share capital of
JASPER ACE LIMITED
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THIS SUPPLEMENTAL AGREEMENT is dated 27th JULY, 2004 and is made
BETWEEN
(1) XX. XXXX TOE XXXXX (I.D. Card Number X000000(0)) of 00xx Xxxxx, Xxxxx 0,
Xxx Xxxxxxxx Xxxx, 2B Broadwood Road, Hong Kong ("XX. XXXX"); and
(2) NAM TAI ELECTRONICS, INC., an International Business Company incorporated
in the British Virgin Islands having its registered office at McW. Xxxxxx
& Co., XxXxxxxx Xxxxxxxx, P.O. Box 3342, Road Town, Tortola, the British
Virgin Islands ("NTEI")
WHEREAS:
(A) By an agreement made between Xx. Xxxx and NTEI dated March 31st, 2004
("the JA Agreement"), Xx. Xxxx has agreed to sell and NTEI has agreed to
acquire the entire issued share capital of JA.
(B) The JA Agreement was completed on April 21st, 2004.
(C) Pursuant to the JA Agreement, Xx. Xxxx and NTEI have agreed that the
number of Namtai Common Stock issued to Top Scale has to be adjusted if :-
(a) the audited net profit of Huizhou TCL for the year ended 31st
December 2003 is less than US$100,305,690, and/or
(b) the Adjusted IPO Benchmark Valuation is less than the Benchmark
Valuation.
(D) It is likely that the Adjusted IPO Benchmark Valuation will be less than
the Benchmark Valuation.
(E) Xx. Xxxx and NTEI have therefore agreed to adjust the number of Namtai
Common Stock pursuant to the terms and conditions of this Supplemental
Agreement in full and final settlement of any possible adjustment to be
made pursuant to Clause 4.2(c) of the JA Agreement.
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BY WHICH IT IS AGREED as follows:-
1. Definitions and Interpretation
In this Supplemental Agreement, unless the context requires otherwise,
terms defined in the JA Agreement shall have the same meaning when used
herein.
2. Adjustment of Consideration
2.1 In full and final settlement of any possible adjustment of Consideration
to be made pursuant to Clause 4.2(c) of the JA Agreement, Xx. Xxxx and
NTEI have agreed to use a P/E multiple of 10 times for the purpose of
calculating the adjustment to the Consideration pursuant to Clause 2.2
hereof.
2.2 The Consideration shall be adjusted in accordance with the following
formula:-
The amount of
adjustment to = (US$100,305,690) x (14-10) x 5.967%
the Consideration
= US$23,940,962.09 ("the Adjustment")
2.3 Xx. Xxxx and NTEI have agreed that the Adjustment shall be satisfied by
the cancellation of the following number of shares of the Namtai Common
Stock on July 31st, 2004, which shares were issued to Top Scale pursuant
to Clause 4.1(c) of the JA Agreement:-
Number of shares of US$23,940,962.09
Namtai Common Stock = ------------------
to be cancelled US$24.6
= 973,209.8 (rounding to the nearest whole number)
= 973,210 ("the Adjusted Namtai Common Stock")
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3. Cancellation of the Adjusted Namtai Common stock
3.1 Xx. Xxxx shall immediately upon signing of this Supplemental Agreement
deliver to NTEI the original share certificate in relation to the Namtai
Common Stock.
3.2 NTEI shall arrange for cancellation of the Adjusted Namtai Common Stock on
July 31st , 2004 and shall within 14 days thereafter issue a new share
certificate to Top Scale for the remaining 1,416,764 shares of Namtai
Common Stock.
4. The JA Agreement
Save and except for Clause 4.2(c) of the JA Agreement as varied herein,
this Supplemental Agreement shall not affect other terms of the JA
Agreement which shall continue to be valid and of full effect.
5. Law and Jurisdiction
5.1 Governing Law
This Supplemental Agreement is governed by and will be construed in
accordance with Hong Kong law.
5.2 Hong Kong Jurisdiction
The parties submit to the non-exclusive jurisdiction of the Hong Kong
courts and each party waives any objection to proceedings in Hong Kong on
the grounds of venue or inconvenient forum.
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EXECUTED by the parties in Macau Special Administrative Region of the People's
Republic of China.
XX. XXXX TOE XXXXX )
) __________________________
Witnessed by
________________________
Name :
Title :
For and on behalf of )
)
NAM TAI ELECTRONICS, INC. )
)
By XX. XXX XXXX XXXX ) ___________________________
Witnessed by
________________________
Name :
Title :
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