DATED 10 DECEMBER 2007 GLOBAL SOURCES LTD. and TRADE MEDIA HOLDINGS LIMITED as Vendors - and - IDG TECHNOLOGY VENTURE INVESTMENT III, L.P. as Purchaser AGREEMENT for the sale and purchase of 62,652,000 shares in HC INTERNATIONAL, INC.
Exhibit 4.38
Execution Copy
DATED 10 DECEMBER
2007
GLOBAL
SOURCES LTD.
and
TRADE
MEDIA HOLDINGS LIMITED
as
Vendors
- and
-
IDG
TECHNOLOGY VENTURE INVESTMENT III, L.P.
as
Purchaser
AGREEMENT
for
the sale and purchase of
62,652,000
shares in
HC
INTERNATIONAL, INC.
119
Execution
Copy
THIS AGREEMENT is made on 10
December 2007
BETWEEN:
|
1.
|
GLOBAL SOURCES LTD., a
company incorporated in Bermuda whose registered office is at Canon's
Court, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ("GSOL");
|
|
2.
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TRADE MEDIA HOLDINGS
LIMITED, a company incorporated in the Cayman Islands whose
registered address at ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
Avenue, P.O. Box 32322 SMB, ▇▇▇▇▇▇ Town, Grand Cayman, Cayman Islands
("TMH" and,
together with GSOL, the "Vendors" and each a
"Vendor");
and
|
|
3.
|
IDG TECHNOLOGY VENTURE
INVESTMENT III, L.P., a limited partnership organised under the
laws of the State of Delaware with its registered address at the
Corporation Trust Company, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
("IDG" or the
"Purchaser"),
|
(each a
"party" and together the
"parties").
WHEREAS:
|
A.
|
HC
International, Inc. (the "Company") was
incorporated in the Cayman Islands as an exempted company with limited
liability on 3 March 2000 and its shares are listed on the Growth
Enterprise Market of the Stock
Exchange.
|
|
B.
|
As
at the date of this Agreement, the Vendors are the beneficial owners of an
aggregate of 62,652,000 shares of HK$0.10 each in the capital of the
Company (each a "Share"), representing
approximately 12.71% of the issued share capital of the
Company.
|
|
C.
|
The
Vendors have agreed to sell and the Purchaser has agreed to purchase the
Sale Shares (as defined in this Agreement) on the terms of this
Agreement.
|
WHEREBY IT IS AGREED as
follows:
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1.
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INTERPRETATION
|
|
1.1
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In
this Agreement:
|
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"Business
Day"
|
means
a day (other than a Saturday or Sunday) on which banks are open for
business in Hong Kong;
|
|
"Completion"
|
means
completion of the sale and purchase of the Sale Shares under this
Agreement;
|
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"Completion
Date"
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means
18 December 2007 (or such other date as may be mutually
agreed);
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"Consideration"
|
means
the consideration for the Sale Shares, as set out in clause
3.1;
|
|
"Purchaser
Warranties"
|
means
the representations and warranties set out in clause 6 given by the
Purchaser;
|
|
"Settlement
Monies"
|
means
HK$96,087,167.05 to be paid on Completion for the Sale Shares, being the
amount of the Consideration after deducting stamp duty payable for the
sale of the Sale Shares at 0.1%;
|
|
"Stock
Exchange"
|
means
The Stock Exchange of Hong Kong Limited;
|
|
"Sale
Shares"
|
has
the meaning given to it in clause 2.1; and
|
|
"Vendor
Warranties"
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means
the representations and warranties set out in clause 5 given by the
Vendors.
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120
Execution Copy
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1.2
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In
this Agreement, unless otherwise
specified:
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|
1.2.1
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references
to clauses are to clauses of this
Agreement;
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|
1.2.2
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words
in the singular shall include the plural, and vice
versa;
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|
1.2.3
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the
masculine gender shall include the feminine and neutral and vice
versa;
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|
1.2.4
|
a
reference to a person shall include a reference to a firm, a body
corporate or an unincorporated association or to a person's executors or
administrators;
|
|
1.2.5
|
if
a period of time is specified and commences from a given day or the day of
an act or event, it shall be calculated exclusive of that
day;
|
|
1.2.6
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references
to writing shall include any modes of reproducing words in a legible and
non-transitory form;
|
|
1.2.7
|
a
reference to "includes" or "including" shall mean "includes without
limitation" or "including without
limitation";
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1.2.8
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the
headings in this Agreement are for convenience only and shall not affect
the interpretation of any provision of this Agreement;
and
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1.2.9
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references
to this Agreement include this Agreement as amended or supplemented in
accordance with its terms.
|
|
2.
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SALE
AND PURCHASE
|
|
2.1
|
On
the terms of this Agreement, each of the Vendors shall sell, and the
Purchaser shall in each case purchase, the number of Shares set forth
below next to the Vendor's name:
|
|
2.1.1
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GSOL: 5,916,000
Shares
|
|
2.1.2
|
TMH: 56,736,000
Shares
|
(together the "Sale
Shares", which amount in total to 62,652,000 Shares).
|
2.2
|
The
Sale Shares shall be sold at Completion free from any claim, option,
charge, lien, equity, encumbrance, rights of pre-emption or any other
third party rights and together with all rights attaching to them at the
date of Completion.
|
|
2.3
|
The
Vendors shall not be obliged to complete the sale of any of the Sale
Shares unless the Purchaser completes the purchase of all the Sale Shares
simultaneously.
|
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2.4
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The
Purchaser shall not be obliged to complete the purchase of any of the Sale
Shares unless the Vendors complete the sale of all the Sale Shares
simultaneously.
|
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3.
|
CONSIDERATION
|
|
3.1
|
The
total consideration for the sale and purchase of all the Sale Shares shall
be a Hong Kong Dollar amount equal to HK$96,183,350.40 (representing
HK$1.5352 per Sale Share), payable to the Vendors in the following
amounts:
|
|
3.1.1
|
to
GSOL: HK$9,082,243.20 (minus the stamp duty payable
by GSOL); and
|
|
3.1.2
|
to
TMH: HK$87,101,107.20 (minus the stamp duty
payable by TMH).
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4.
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COMPLETION
|
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4.1
|
|
4.1.1
|
the
Vendors shall:-
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121
Execution
Copy
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(A)
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procure
that their respective designated CCASS Participants give an irrevocable
delivery instruction to effect a book-entry settlement of those Sale
Shares that are held in CCASS in accordance with this Agreement and the
General Rules and the Operational Procedures to the credit of the stock
accounts of the CCASS Participant of the Purchaser in accordance with the
instructions and details provided to the Vendors by the Purchaser prior to
Completion;
|
|
(B)
|
deliver
to, or procure that there be delivered to, the Purchaser (or the
Purchaser’s designated CCASS Participants) evidence of the giving of the
delivery instruction in (A) and signed sold notes in respect of the Sale
Shares duly executed on behalf of the beneficial owners of the Sale Shares
in a form complying with the Stamp Duty Ordinance (Cap. 117 of the Laws of
Hong Kong) (it being hereby acknowledged and agreed by the parties for the
avoidance of doubt that after receipt of such signed sold notes and other
items deliverable by the Vendors at Completion under this clause 4.1.1,
the Purchaser shall arrange for the stamping of the bought and sold notes
in respect of the Sale Shares and the payment of stamp duties thereon
within the prescribed period under relevant laws and regulations);
and
|
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(C)
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deliver
to the Purchaser a copy of the minutes (or an extract thereof) of a
meeting of, or a copy of the written signed resolutions (or an extract
thereof) of, each of the board of directors of the Vendors authorising the
entering into, execution of and performance of its obligations under this
Agreement, and which shall evidence the authority of the persons executing
this Agreement on the respective Vendors’
behalf.
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4.1.2
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the
Purchaser shall:-
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|
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(A)
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pay
the Settlement Monies in the amounts set out in the Schedule to this
Agreement by electronic funds transfer for same day value to the following
bank accounts of the Vendors:
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GSOL:
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Correspondent
Bank
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:
|
HSBC
Bank USA,
|
|
Head
Office
|
||
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HSBC
Tower ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
|
||
|
▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
|
||
|
U S
A
|
||
|
Swift
Address
|
:
|
▇▇▇▇▇▇▇▇
|
|
ABA
|
:
|
▇▇▇▇▇▇▇▇▇
|
|
Beneficiary
Name
|
:
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The
Hongkong & Shanghai Banking Corporation Ltd
|
|
Beneficiary
Address
|
:
|
Macau
Main Office,
|
|
▇▇▇
▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
|
||
|
▇▇▇▇▇
|
||
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Beneficiary
Account Number
|
:
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000044008
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Chips
UID
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:
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116866
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Swift
Address
|
:
|
▇▇▇▇▇▇▇▇
|
|
|
For
further credit to Global Sources Ltd., with Account number:
▇▇▇-▇▇▇▇▇▇-▇▇▇;
|
122
Execution
Copy
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TMH:
|
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Correspondent
Bank
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:
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HSBC
Bank USA,
|
|
Head
Office
|
||
|
HSBC
Tower ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
|
||
|
▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
|
||
|
U S
A
|
||
|
Swift
Address
|
:
|
▇▇▇▇▇▇▇▇
|
|
ABA
|
:
|
▇▇▇▇▇▇▇▇▇
|
|
Beneficiary
Name
|
:
|
The
Hongkong & Shanghai Banking Corporation Ltd
|
|
Beneficiary
Address
|
:
|
Macau
Main Office,
|
|
▇▇▇
▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
|
||
|
▇▇▇▇▇
|
||
|
Beneficiary
Account Number
|
:
|
000044008
|
|
Chips
UID
|
:
|
116866
|
|
Swift
Address
|
:
|
▇▇▇▇▇▇▇▇
|
|
|
For
further credit to Trade Media Holdings Ltd., with Account
number: ▇▇▇-▇▇▇▇▇▇-▇▇▇; and
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|
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(B)
|
deliver
to the Vendors a copy of the minutes (or an extract thereof) of a meeting
of, or a copy of the written signed resolutions (or an extract thereof)
of, the board of directors of the Purchaser authorising the entering into,
execution of and performance of its obligations under this Agreement, and
which shall evidence the authority of the person(s) executing this
Agreement on the Purchaser’s
behalf.
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4.2
|
If
the obligations of any party under clause 4.1 above are not complied with
on the Completion Date, the party not in default may (i) proceed to
Completion as far as practicable (without limiting its rights under this
Agreement), (ii) defer Completion for up to a period of ten (10) days (so
that the provisions of this clause 4.2 shall apply to Completion as so
deferred), or (iii) terminate this Agreement by giving notice in writing
to that effect to the defaulting
party.
|
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4.3
|
If
this Agreement is terminated in accordance with clause 4.2 above, all
obligations of the parties under this Agreement shall end except for those
expressly stated to continue without limit in time but (for the avoidance
of doubt) all rights and liabilities of the parties which have accrued
before termination shall continue to
exist.
|
|
5.
|
VENDOR
WARRANTIES
|
|
5.1
|
Each
of the Vendors warrants to the Purchaser
that:
|
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5.1.1
|
it
is duly incorporated and validly existing under the laws of its place of
incorporation, and has full power to enter into this Agreement and to
exercise its rights and perform its obligations
hereunder;
|
|
|
5.1.2
|
the
execution, delivery and performance of this Agreement does not violate or
contravene any of the provisions of any of its constitutional documents,
any of the terms and conditions of any judgment, decree, agreement or
contract by which it is or its assets are bound or any laws, regulations
or rules to which it is or its assets are
subject;
|
123
Execution
Copy
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5.1.3
|
it
is the sole beneficial owner of the Sale Shares agreed to be sold by it
hereunder and has the full right, power and capacity to sell and transfer
such Sale Shares to the Purchaser as contemplated by this
Agreement;
|
|
|
5.1.4
|
it
has not created or purported to create any option, right to acquire,
mortgage, charge, pledge, lien or other form of security or encumbrance or
equity on, over or affecting the Sale Shares or any of them that has not
been discharged; and
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|
|
5.1.5
|
it
is not in possession or otherwise aware of any unpublished information
with respect to the Company or its subsidiaries which is price sensitive
in relation to the Shares or other securities of the
Company.
|
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5.2
|
Each
of the Vendor Warranties shall be construed as a separate and independent
warranty and (except where expressly provided to the contrary) shall not
be limited or restricted by reference to or inference from the terms of
any other Vendor Warranty or any other term of this
Agreement.
|
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5.3
|
The
total liability of each Vendor under this Agreement shall not exceed the
total consideration payable to it as set out in Clause 3.1 of this
Agreement.
|
|
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6.
|
PURCHASER'S
WARRANTIES AND UNDERTAKINGS
|
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6.1
|
The
Purchaser warrants to each of the Vendors
that:
|
|
|
6.1.1
|
it
is duly formed and validly existing under the laws of its place of
incorporation, and has full power to enter into this Agreement and to
exercise its rights and perform its obligations
hereunder;
|
|
|
6.1.2
|
the
execution, delivery and performance of this Agreement does not violate or
contravene any of the provisions of any of its constitutional documents,
any of the terms and conditions of any judgment, decree, agreement or
contract by which it is or its assets are bound or any laws, regulations
or rules to which it is or its assets are
subject;
|
|
6.1.3
|
the
Purchaser is not in possession or otherwise aware of any unpublished
information with respect to the Company or its subsidiaries which is price
sensitive in relation to the Shares or other securities of the
Company;
|
|
6.2
|
Each
of the Purchaser Warranties shall be construed as a separate and
independent warranty and (except where expressly provided to the contrary)
shall not be limited or restricted by reference to or inference from the
terms of any other Purchaser Warranty or any other term of this
Agreement.
|
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6.3
|
The
total liability of the Purchaser under this Agreement shall not exceed the
total consideration set out in Clause 3.1 of this
Agreement.
|
|
|
7.
|
CONFIDENTIALITY
|
|
7.1
|
Each
party (including their representatives and authorised persons) shall, and
the Purchaser shall use its reasonable endeavours to procure the Company
that it shall, at all times keep confidential and not directly or
indirectly make or allow any disclosure or use to be made of any
information in its possession or otherwise obtained pursuant to this
Agreement relating to any other party, the Company and each of its
subsidiaries or to the existence or subject matter of this Agreement,
except:
|
|
|
7.1.1
|
to
the extent required by any applicable law or regulation or by any relevant
regulatory body or securities
exchange;
|
|
|
7.1.2
|
where
the information is already disclosed in the public domain otherwise than
pursuant to or arising from a breach by the parties (including their
representatives and authorised persons) of its confidentiality undertaking
under this clause; or
|
|
|
7.1.3
|
with
the consent of the other party (which consent shall not be unreasonably
withheld).
|
124
Execution
Copy
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7.2
|
The
restrictions contained in this clause 7 shall continue to apply to each
party without limit in time.
|
|
|
8.
|
ANNOUNCEMENTS
|
|
8.1
|
The
parties agree that (and the Purchaser will use all reasonable endeavours
to procure that the Company will ensure that) any announcement or circular
required to be disclosed or issued by any applicable law or regulation or
by any relevant regulatory body (including the Securities and Futures
Commission of Hong Kong) or securities exchange (including the Stock
Exchange) concerning the subject matter of this Agreement shall only be
made or issued after consultation with the other parties and after taking
into account the reasonable requirements of the other parties as to the
contents of such announcement or circular. No
announcement concerning this Agreement shall be made by any party without
the prior written approval of the other parties, such approval not to be
unreasonably withheld or delayed.
|
|
8.2
|
The
restrictions contained in this clause 8 shall continue to apply to each
party without limit in time.
|
|
|
9.
|
ASSIGNMENT
|
|
9.1
|
This
Agreement shall be binding on and enure for the benefit of each party's
successors in title.
|
|
9.2
|
No
party may assign (whether absolutely or by way of security and whether in
whole or in part), transfer, mortgage, charge or otherwise dispose in any
manner whatsoever of the benefit of this Agreement and no party may sub
contract or delegate in any manner whatsoever its performance under this
Agreement except with the prior written consent of the other
parties.
|
|
9.3
|
In
the event of an assignment pursuant to clause 9.2, the original
contracting party remains liable to procure the performance of the
obligations under the agreement by the
assignee.
|
|
|
10.
|
NOTICES
|
|
10.1
|
A
notice (including any approval, consent or other communication) in
connection with this Agreement and the documents referred to in
it:
|
|
10.1.1
|
must
be in writing;
|
|
|
10.1.2
|
must
be left at the address of the addressee or sent by pre paid first class
post (airmail if posted to or from a place outside Hong Kong) to the
address of the addressee or sent by facsimile to the facsimile number of
the addressee in each case which is specified in this clause in relation
to the party to whom the notice is addressed, and marked for the attention
of the person so specified, or to such other address or facsimile number
in Hong Kong and/or marked for the attention of such other person, as the
relevant party may from time to time specify by notice given in accordance
with this clause.
|
The relevant details of each party at
the date of this Agreement are:
|
Vendors
|
|
|
Address:
|
▇/▇
▇▇/▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇
|
|
Facsimile:
|
(▇▇▇)
▇▇▇▇ ▇▇▇▇
|
|
Attention:
|
Legal
Department
|
|
Purchaser
|
|
|
Address:
|
10/F,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇
|
|
Facsimile:
|
(▇▇▇)
▇▇▇▇ ▇▇▇▇
|
|
Attention:
|
▇▇▇▇▇
▇▇
|
125
Execution Copy
|
|
10.1.3
|
for
the avoidance of doubt, must not be sent by electronic
mail.
|
|
10.2
|
In
the absence of evidence of earlier receipt, any notice shall take effect
from the time that it is deemed to be received in accordance with clause
10.3 below.
|
|
10.3
|
Subject
to clause 10.4 below, a notice is deemed to be
received:
|
|
|
10.3.1
|
in
the case of a notice left at the address of the addressee, upon delivery
at that address;
|
|
|
10.3.2
|
in
the case of a posted letter, on the third day after posting or, if posted
to or from a place outside Hong Kong, the seventh day after posting;
and
|
|
|
10.3.3
|
in
the case of a facsimile, on production of a transmission report from the
machine from which the facsimile was sent which indicates that the
facsimile was sent in its entirety to the facsimile number of the
recipient.
|
|
10.4
|
A
notice received or deemed to be received in accordance with clause 10.3
above on a day which is not a Business Day or after 5p.m. on any Business
Day, according to local time in the place of receipt, shall be deemed to
be received on the next following Business
Day.
|
|
10.5
|
Each
party undertakes to notify the other parties by notice served in
accordance with this clause if the address specified herein is no longer
an appropriate address for the service of
notices.
|
|
|
11.
|
ENTIRE
AGREEMENT
|
|
11.1
|
This
Agreement constitutes the whole and only Agreement between the parties
relating to the subject matter of this
Agreement.
|
|
11.2
|
Each
party acknowledges that in entering into this Agreement it is not relying
upon any pre-contractual statement which is not set out in this
Agreement.
|
|
11.3
|
Except
in the case of fraud, no party shall have any right of action against any
other party to this Agreement arising out of or in connection with any
pre-contractual statement except to the extent that it is repeated in this
Agreement.
|
|
11.4
|
For
the purposes of this clause, "pre-contractual statement" means any draft,
Agreement, undertaking, representation, warranty, promise, assurance or
arrangement of any nature whatsoever, whether or not in writing, relating
to the subject matter of this Agreement made or given by any person at any
time prior to the date of this
Agreement.
|
|
|
12.
|
VARIATION
|
This
Agreement may only be varied in writing signed by each of the
parties.
|
|
13.
|
EFFECT
OF COMPLETION
|
So far as
it remains to be performed this Agreement shall continue in full force and
effect after Completion. The rights and remedies of the parties shall
not be affected by Completion.
|
|
14.
|
REMEDIES
AND WAIVERS
|
|
14.1
|
No
delay or omission by any party to this Agreement in exercising any right,
power or remedy provided by law or under this Agreement
shall:
|
|
|
14.1.1
|
affect
that right, power or remedy; or
|
|
|
14.1.2
|
operate
as a waiver of it.
|
|
14.2
|
The
single or partial exercise of any right, power or remedy provided by law
or under this Agreement shall not preclude any other or further exercise
of it or the exercise of any other right, power or
remedy.
|
126
Execution
Copy
|
14.3
|
The
rights, powers and remedies provided in this Agreement are cumulative with
and not exclusive of any rights, powers and remedies provided by
law.
|
|
14.4
|
Notwithstanding
any express remedies provided under this Agreement and without prejudice
to any other right or remedy which any party may have, each party
acknowledges and agrees that damages alone may not be an adequate remedy
for any breach by it of the provisions of this Agreement, so that in the
event of a breach or anticipated breach of such provisions, the remedies
of injunction and/or an order for specific performance would in
appropriate circumstances be
available.
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|
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15.
|
COSTS
AND EXPENSES
|
Except as
expressly provided in this Agreement, each party shall pay its own costs and
expenses in relation to the negotiation, preparation, execution and carrying
into effect of this Agreement (including but not limited to their respective
stamp duty, SFC transaction levy and Stock Exchange trading fee).
|
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16.
|
COUNTERPARTS
|
This
Agreement may be executed in any number of counterparts, and by the parties on
separate counterparts, but shall not be effective until each party has executed
at least one counterpart. Each counterpart shall constitute an
original of this Agreement, but all the counterparts shall together constitute
but one and the same instrument.
|
|
17.
|
SPECIFIC
PERFORMANCE
|
The
parties acknowledge and agree that in the event of a default by any party in the
performance of their respective obligations under this Agreement, the
non-defaulting parties shall have the right to obtain specific performance of
the defaulting party's obligations, such remedy to be in addition to any other
remedies provided under this Agreement or at law.
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18.
|
GOVERNING
LAW AND JURISDICTION
|
|
18.1
|
This
Agreement is to be governed by and construed in accordance with the laws
of the Hong Kong Special Administrative Region of the People's Republic of
China ("Hong Kong").
|
|
18.2
|
Each
party agrees that any proceeding, suit or action arising out of or in
connection with this Agreement ("Proceedings") may be brought in the
courts of Hong Kong.
|
|
18.3
|
This
clause shall not limit the right of either party to take Proceedings
against the other in any other court or, to the extent permitted by law,
in the courts of more than one jurisdiction at the same
time.
|
|
18.4
|
Each
party waives (and agrees not to raise) any objection, on the ground of
forum non conveniens or on any other ground, to the taking of Proceedings
in any court in accordance with this clause. Each party also
agrees that a judgment against it in Proceedings brought in any
jurisdiction in accordance with this clause shall be conclusive and
binding upon it and may be enforced in any other
jurisdiction.
|
|
18.5
|
Each
party irrevocably submits and agrees to submit to the jurisdiction of the
Hong Kong courts and of any other court in which Proceedings may be
brought in accordance with this
clause.
|
|
18.6
|
Each
of the Vendors hereby irrevocably appoints Publishers Representatives
Limited of c/o 22nd Floor, Vita Tower, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇ as its agent to accept service of legal process on its
behalf. Each of the Vendors irrevocably agrees that if its
process agent ceases to have an address in Hong Kong or ceases to act as
its process agent, it shall appoint a new process agent acceptable to the
Purchaser and will deliver to the Purchaser within 14 days a copy of
written acceptance of appointment by the new process
agent.
|
|
18.7
|
The
Purchaser hereby irrevocably appoints ▇▇▇▇▇ ▇▇ of IDGVC Partners at 10/F,
Effectual ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ as its agent to
accept service of legal process on its behalf. The Purchaser
irrevocably agrees that if its process agent ceases to have an address in
Hong Kong or ceases to act as its process agent, it shall appoint a new
process agent acceptable to the Vendors and will deliver to the Vendors
within 14 days a copy of written acceptance of appointment by the new
process agent.
|
127
Execution
Copy
SCHEDULE
|
Name
of Vendor
|
No.
of Sale Shares
|
Consideration
HK$
(net
of stamp duty payable by
the respective Vendors) |
|
GSOL
|
5,916,000
|
9,073,160.96
|
|
TMH
|
56,736,000
|
87,014,006.09
|
128
Execution
Copy
IN WITNESS whereof this
Agreement has been entered into the day and year first above
written.
|
Signed
for and on behalf of
GLOBAL
SOURCES LTD.
by
in
the presence of:
|
)
)
)
)
)
)
|
|
Signed
for and on behalf of
TRADE
MEDIA HOLDINGS LIMITED
by
in
the presence of:
|
)
)
)
)
)
)
|
|
Signed
for and on behalf of
IDG
TECHNOLOGY VENTURE INVESTMENT III, L.P.
by
in
the presence of:
|
)
)
)
)
)
)
|
129