Agreement relating to Supplemental Agreement - Partial Prepayment Relating to Agria Asia Investments Limited
Exhibit 4.29
|
Agreement relating to Supplemental Agreement - Partial Prepayment
Relating to Agria Asia Investments Limited | ||
|
Agria Group Limited (Agria Group)
New Hope International (Hong Kong) Limited (New Hope)
|
| Details |
| Date | January 14th, 2013 |
Parties
| Name | Agria Group Limited |
| Short name | Agria Group |
| Notice Details | Room 1701, 17/F., Dutyfree Xxxxxxxxxx Xxxxxxxx, Xxxxx Xxxxx Xxxx, Xxxxxx Xxxxxxxx, Xxxxxxxx 000000, the People’s Republic of China |
| Fax | 00 000 0000 0000 |
| Attention | Xxxxxxx Xxxxx |
| Name | New Hope International (Hong Kong) Limited |
| Short name | New Hope |
| Notice Details | Suite 2508, West Tower, LG Xxxx Xxxxx, Xxxxxxxxxxxxx Xxxxxx, Xxxxxxxx Xxxxxxxx, Xxxxxxx, Xxxxx |
| Fax | 000-00000000 |
| Attention | Xxxxxx Xxxxx |
Background
| A | The parties hereto have entered into a Shareholders Agreement (“Shareholders Agreement”) as of 28 June 2011 relating to Agria Asia Investments Limited (Company). |
| B | Contemporaneously thereto, the parties entered into a Supplemental Agreement (“Supplemental Agreement”) as of 28 June 2011 relating to the Company. |
| C | In acknowledgement of the right of New Hope to exercise the Put Option, at the request of New Hope, Agria Group agrees to make an advance in the sum of US$500,000, by way of a partial prepayment of the Repurchase Price on and subject to the terms of this Agreement. |
| | page 2 |
| Agreed terms |
| 1. | Defined terms and interpretation |
In this agreement, unless the context otherwise requires, words and expression defined in the Shareholders Agreement and the Supplemental Agreement shall have the same meaning in this agreement.
| 2. | Partial Prepayment |
Agria Group hereby agrees on a date prior to 15 January 2013, make advance to New Hope in the sum of US$500,000, by way of a partial prepayment (“Partial Prepayment”) of the Repurchase Price.
| 3. | Repurchase Price |
| 3.1 | The parties agree that the annual compound annual interest rate of 8% on the initial subscription price of the Repurchased Shares under Clause 2 of the Supplemental Agreement shall be computed to 31 December 2012, thereafter, the initial subscription price of the Repuchased Shares shall be reduced by the amount of the Partial Prepayment as from 1 January 2013 for the purpose of computing further compound annual interest. |
| 3.2 | The parties agree that the Repurchase Price payable by Agria Group upon exercise of the Put Option by New Hope shall take into account and deduct the Partial Prepayment. |
| 4. | Entire Agreement |
This agreement, together with the Supplemental Agreement and the Shareholders Agreement dated 28 June 2011, the Charge over Shares in Agria Asia Investments Limited dated 28 June 2011 and the Personal Guaranty dated 28 June 2011 constitute the entire agreement between the parties in connection with their subject matter and supersede all previous agreements or understandings between the parties in connection with that subject matter.
| 5. | Miscellaneous |
Subject as provided above, clauses 6, 7, 8, 9 and 10 of the Shareholders Agreement as of 28 June 2011 shall apply to this agreement with such changes as the context and circumstances require as though they were set out in full in this agreement.
| | page 3 |
| Signing page |
EXECUTED as an agreement
| sIGNED by AGRIA GROUP LIMITED by its duly authorised signatory: | /s/ Xxxxxxxx Xxx | |
| Signature of authorised signatory | ||
| Xxxxxxxx Xxx | ||
| Name of authorised signatory |
| sIGNED by NEW HOPE INTERNATIONAL (HONG KONG) LIMITED by its duly authorised signatory: | /s/ Xxxxxx Xxxxx | |
| Signature of authorised signatory | ||
| Xxxxxx Xxxxx | ||
| Name of authorised signatory |
| | page 4 |
