ex4_38.htm


     

     

    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, 22 Victoria Street, Hamilton HM12, Bermuda ("GSOL");

            


    

     

    
      	
              2.  

            	
              TRADE MEDIA HOLDINGS
      LIMITED, a company incorporated in the Cayman Islands whose
      registered address at 4th Floor, Century Yard, Cricket Square, Elgin
      Avenue, P.O. Box 32322 SMB, George 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, 1209 Orange Street, Wilmington, Delaware 19801
      ("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:

     

    
      	
              1.  

            	
              INTERPRETATION

            


    

     

    
      	
              1.1  

            	
              In
      this Agreement:

            


    

     

    
      	
              "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;

            
	 	 
	
              "Completion
      Date"

            	
              means
      18 December 2007 (or such other date as may be mutually
      agreed);

            
	 	 
	
              "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"

            	
              means
      the representations and warranties set out in clause 5 given by the
      Vendors.

            


    

     

    


     


    
      
         


      

      
        120

        
          

        

      

      
         


      

    

     

     

    Execution Copy


     

    
      	
              1.2  

            	
              In
      this Agreement, unless otherwise
specified:

            


    

     

    
      	
              1.2.1  

            	
              references
      to clauses are to clauses of this
Agreement;

            


    

     

    
      	
              1.2.2  

            	
              words
      in the singular shall include the plural, and vice
  versa;

            


    

     

    
      	
              1.2.3  

            	
              the
      masculine gender shall include the feminine and neutral and vice
      versa;

            


    

     

    
      	
              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  

            	
              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";

            


    

     

    
      	
              1.2.8  

            	
              the
      headings in this Agreement are for convenience only and shall not affect
      the interpretation of any provision of this Agreement;
  and

            


    

     

    
      	
              1.2.9  

            	
              references
      to this Agreement include this Agreement as amended or supplemented in
      accordance with its terms.

            


    

     

    
      	
              2.  

            	
              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  

            	
              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.

            


    

     

    
      	
              2.4  

            	
              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.

            


    

     

    
      	
              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).

            


    

     

    
      	
              4.  

            	
              COMPLETION

            


    

     

    
      	
              4.1  

            	
              Completion
      shall take place on the Completion Date at the offices of the Vendors'
      Hong Kong legal advisers, Herbert Smith, at 23rd Floor, Gloucester Tower,
      15 Queen's Road Central, Hong Kong, at
which:

            


    

     

    
      	
              4.1.1  

            	
              the
      Vendors shall:-

            


    

     


    
      
         


      

      
        121

        
          

        

      

      
         


      

    


     

    Execution
Copy


     

     

    
      	
               
      

            	
              (A)

            	
              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

              


      

    

     

    
      
        	
              	
                (C)

              	
                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.

              


      

    

     

    
      	
              4.1.2  

            	
              the
      Purchaser shall:-

            


    

     

    
      	
               
      

            	
              (A)

            	
              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:

            


    

     

    
       
GSOL:

    

    


    
      	
              Correspondent
      Bank

            	
              :

            	
              HSBC
      Bank USA,

            
	 
      	 
      	
              Head
      Office

            
	 
      	 
      	
              HSBC
      Tower 452 Fifth Avenue 

            
	 
      	 
      	
              New
      York, NY 10018

            
	 
      	 
      	
              U S
      A

            
	 
      	 
      	 
      
	
              Swift
      Address

            	
              :

            	
              MRMDUS33

            
	 
      	 
      	 
      
	
              ABA

            	
              :

            	
              021001088

            
	 
      	 
      	 
      
	
              Beneficiary
      Name

            	
              :

            	
              The
      Hongkong & Shanghai Banking Corporation Ltd

            
	 
      	 
      	 
      
	
              Beneficiary
      Address

            	
              :

            	
              Macau
      Main Office,

            
	 
      	 
      	
              639
      Avenida Da Praia Grande,

            
	 
      	 
      	
              Macau

            
	 
      	 
      	 
      
	
              Beneficiary
      Account Number

            	
              :

            	
              000044008

            
	 
      	 
      	 
      
	
              Chips
      UID

            	
              :

            	
              116866

            
	 
      	 
      	 
      
	
              Swift
      Address

            	
              :

            	
              HSBCMOMX

            


    

    


    
      	
               
      

            	
              For
      further credit to Global Sources Ltd., with Account number:
      001-155217-095;

            


    


    
      
         


      

      
        122

        
          

        

      

      
         


      

    


    Execution
Copy

    
 

    
      	
               
      

            	
              TMH:

            


    

    


    
      	
              Correspondent
      Bank

            	
              :

            	
              HSBC
      Bank USA,

            
	 
      	 
      	
              Head
      Office

            
	 
      	 
      	
              HSBC
      Tower 452 Fifth Avenue 

            
	 
      	 
      	
              New
      York, NY 10018

            
	 
      	 
      	
              U S
      A

            
	 
      	 
      	 
      
	
              Swift
      Address

            	
              :

            	
              MRMDUS33

            
	 
      	 
      	 
      
	
              ABA

            	
              :

            	
              021001088

            
	 
      	 
      	 
      
	
              Beneficiary
      Name

            	
              :

            	
              The
      Hongkong & Shanghai Banking Corporation Ltd

            
	 
      	 
      	 
      
	
              Beneficiary
      Address

            	
              :

            	
              Macau
      Main Office,

            
	 
      	 
      	
              639
      Avenida Da Praia Grande,

            
	 
      	 
      	
              Macau

            
	 
      	 
      	 
      
	
              Beneficiary
      Account Number

            	
              :

            	
              000044008

            
	 
      	 
      	 
      
	
              Chips
      UID

            	
              :

            	
              116866

            
	 
      	 
      	 
      
	
              Swift
      Address

            	
              :

            	
              HSBCMOMX

            


    

    


    
      	
               
      

            	
              For
      further credit to Trade Media Holdings Ltd., with Account
      number: 001-276104-101; and

            


    

     

    
      	
               
      

            	
              (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.

            


    

     

    
      	
              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.

            


    

     

    
      	
              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:

            


    

     

    
      	
              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


     

     

    
      	
               
      

            	
              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

            


    

     

    
      	
               
      

            	
              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.

            


    

     

    
      	
              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.

            


    

     

    
      	
              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.

            


    

     

    
      	
               
      

            	
              6.

            	
              PURCHASER'S
      WARRANTIES AND UNDERTAKINGS

            


    

     

    
      	
              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.

            


    

     

    
      	
              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


     

     

    
      	
              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:

            	
              c/o
      22/F Vita Tower, 29 Wong Chuk Hang Road, Aberdeen, Hong
    Kong

            
	 	 
	
              Facsimile:

            	
              (852)
      2552 5925

            
	 	 
	
              Attention:

            	
              Legal
      Department

            
	 	 
	
              Purchaser

            	 
      
	 	 
	
              Address:

            	
              10/F,
      Effectual Building, 16 Hennessy Road, Wanchai, Hong
Kong

            
	 	 
	
              Facsimile:

            	
              (852)
      2529 1619

            
	 	 
	
              Attention:

            	
              Simon
      Ho

            


    

     

    


     


    
      
         


      

      
        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.

            


    

     

    
      	
               
      

            	
              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).

     

    
      	
               
      

            	
              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.

     

    
      	
               
      

            	
              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, 29 Wong Chuk Hang Road, Aberdeen,
      Hong Kong 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 Simon Ho of IDGVC Partners at 10/F,
      Effectual Building, 16 Hennessy Road, Wanchai, Hong Kong 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