THIS AGREEMENT is made on the day of October 2008 between: The Company, MAH and the Trustee are hereinafter jointly referred to as the "Parties". WHEREAS
Exhibit 4
THIS AGREEMENT is made on
the day
of October 2008 between:
1.
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Hill
Street Trustees Limited of 00 Xxxxxxxxx Xxxxxx Xx Xxxxxx Xxxxxx XX0 0XX
Channel Islands in its capacity as trustee of The Quan Gung ‘86 Trust (the
"Trustee");
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2.
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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 "Company");
and
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3.
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Xxxxx
X. Xxxxxxx of 22/F Vita Tower A 00 Xxxx Xxxx Xxxx Xxxx Xxxxxxxx Xxxx Xxxx
( "MAH").
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The
Company, MAH and the Trustee are hereinafter jointly referred to as the "Parties".
WHEREAS
(A)
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Pursuant
to a Share Purchase Agreement (the “Share Purchase Agreement") dated
23rd
November 2003 entered into by the Parties MAH purchased from the Company
13,667,132 unpaid common shares ("the Purchase Shares") of US$0.01 in
Global Sources Ltd of Canon’s Court, 22 Victoria Street, Hamilton, Bermuda
(“GSL”) for a total purchase price of US $109,337,056 ("the
Purchase Price").
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(B)
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Pursuant
to the Agreement the Purchase Price is payable by MAH on the earlier of
the date of death of MAH or 23rd
November 2013 or on such earlier date as MAH may
decide.
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(C)
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By
way of security for payment of the Purchase Price MAH granted to the
Company a security interest over 17,675,353 common shares of US$0.01 in
GSL ("the Security Shares"), which shares include the Purchase Shares by a
Security Agreement (the “Security Agreement”) executed by the Parties on
the 23rd
November 2003.
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(D)
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MAH
now wishes to repay a part of the Purchase Price by transferring to the
Company 5,600,000 common shares of US$0.01 in GSL ("the Consideration
Shares") at an agreed value of US$7 per
share.
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NOW THEREFORE IT IS AGREED as
follows:
1.
Interpretation
1.1.
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In
this Agreement, unless there be something in the subject or context
inconsistent with such
construction:
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1.1.1.
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the
word "may" shall be construed as permissive and the word "shall" shall be
construed as imperative;
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1.1.2.
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the
word "signed" shall be construed as including a signature or
representation of a signature affixed by mechanical or other
means;
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1.1.3.
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the
words "in writing" shall be construed as including written, printed,
telexed, electronically transmitted or any other mode of representing or
reproducing words in a visible
form;
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1.1.4.
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words
importing "persons" shall be construed as including companies or
associations or bodies of persons whether corporate or
unincorporated;
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1.1.5.
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words
importing the singular number shall be construed as including the plural
number and vice versa;
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1.1.6.
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words
importing the masculine gender only shall be construed as including the
feminine gender;
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1.1.7.
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references
to clauses are to Clauses of this Agreement;
and
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1.1.8.
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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.
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1.1.9.
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The
headings herein are for convenience only and shall not affect the
construction of this Agreement.
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2.
Part
Payment of the Purchase Price
2.1
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Subject
to and in accordance with the provisions of this Agreement and the Share
Purchase Agreement MAH agrees to transfer and the Company hereby agrees to
receive the Consideration Shares 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
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Pursuant
to Clause 4.1B of the Share Purchase Agreement the transfer of the
Consideration Shares shall be regarded as partial consideration of the
Purchase Price by MAH
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2.3
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Completion
of the transfer and receipt of the Consideration Shares ("Completion") shall take
place on 31st
October 2008 or such other date as the Parties may agree.
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2.4
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Completion
shall in no way affect or impair the continuation in force of the Share
Purchase Agreement
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2.5
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Following
completion an amount of US$70,137,056 will remain outstanding of the
Purchase Price
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2.6
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The
Trustee as owner of the Company hereby confirms its agreement to the
transfer of the Consideration Shares to the Company in partial payment of
the Purchase Price as set out in the terms of this
Agreement.
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3.
Obligations
on Completion
3.1
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MAH
shall on Completion deliver to the Company duly completed and signed
transfers in favour of the Company in respect of the Consideration
Shares.
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3.2
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MAH
shall execute such further documentation (if any) as the Company may
reasonably request in writing in order to effect the registration of the
Consideration Shares in the name of the
Company.
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3.3
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The
Company shall on Completion transfer to MAH the Company's relevant right,
title and interest in or to the Security Shares as pursuant to Clause 6 of
the Share Purchase Agreement.
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2
4.
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Confidentiality
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This
Agreement and any information or document provided hereunder is
confidential and shall not be passed on or copied to any person except for
the purposes of professional advice to be given in relation to this
Agreement.
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5.
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Costs
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The
costs of preparation of this Agreement shall be borne by the
Company.
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6.
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Further
Assurance
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The
Parties agree to do all things and to execute and sign all documents
reasonably required to effectively transfer the title and interest in the
Consideration Shares from MAH in accordance with this Agreement and
otherwise to give effect to the terms of this
Agreement.
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7.
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Counterparts
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This
Agreement may be signed in counterparts and each of such counterparts
shall constitute an original document and such counterparts, taken
together, shall constitute one and the same instrument.
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8.
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Governing
Law
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9.
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Successors
and Assigns
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This
Agreement shall enure to the benefit of and be binding upon the respective
successors and assigns of the Parties.
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IN WITNESS WHEREOF the Parties have executed this Agreement the day and year first before written. |
SIGNED by
for and
on behalf of the Trustee in the
presence
of: -
Witnesses:
1)
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Signature:
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Name:
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Occupation:
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Address:
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2)
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Signature:
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Name:
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Occupation:
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Address:
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The
Common Seal of:
Xxxx
Xxx Si Co Limited was affixed in the presence of:-
Authorised
Signatory:
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Executed
as a Deed by
XXXXX
X. XXXXXXX
in
the presence of:-
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Witness
signature:
Name in
Print:
Address:
Occupation:
3