CM S Cameron McKenna
C kk‘
CM S Cameron McKenna
Acquisition of Asia Gateway China ("AGC")
Steps Plan
Action Timeframe Responsibility Stains
1. Inform the MOHRSS (ministry of the countcrparties to
the commercial contracts) that the intent is that AGC
will be ultimately owned by a Hong Kong based
bolding company rather than ultimately owned by
CMDS (BVI owned) (strongly recommended for
commercial rather than legal reasons). David Stern and Informa Completed
2. Commercial contracts to be submitted to the Ministry
for approval (not to be signed until after steps 6 and 7) David Stem Completed
3. Incorporation of Hong Kong Newco with an
authorized share capital of 10,000 shares of HKS1
each. David Stan to be sole shareholder by issue of
one share. max 7 days David Stem Application filed 22 April
4. Passing of shareholder resolutions of Hong Kong
Newco to:
1. convert share classes to 501 A Ordinary Shares and
498 B Ordinary Shares;
2. redesignate existing single share held by David as a
B Ordinary Share
3. adopt interim Articles of Association to cater for 2
classes of shares.
Passing of Director's resolution to allot 501 A
Ordinary Shares and 498 B Ordinary Shares to David David Stem Drafted by Deacons
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(David will already have one share) and pay up
outgranding amount.
5. Form of draft contract for CMDS to sell shams in
AGC to Hong Kong Newco submitted for
Informs/CM$ approval David Stem/Winston & Strewn
6. CMDS signs contract to sell AGC shares to Hong
Kong Newco conditional upon Ministry of Commerce
("MOFCOM") and SAIC (Chinese companies house
equivalent) approval. Purchase price US$1 plus. To happen
contemporaneously with
step 7 David Stem
7. Informs swissco enters into the SPA to buy 501 A
Ordinary Shares in the Hong Kong Newco from David
Stem.
SPA contains provision for interim funding to be put
into Hong Kong Newco if commercial contracts with
the Ministry have been signed but AIC business
licence has not been issued by 31 May 2010.
The shareholders' agreement, HK Newco articles of
association and letter of appointment should be in
agreed form at this point. By Friday 30 April
To happen
contemporaneously with
step 6 Informa/David Stem
8. Commercial contacts executed (referred to in step 2)
at any time after steps 6 and 7 have occurred. David Stem
9. Consideration to be transferred into the Escrow
Account Within 3 Business Days
of step 7 Informs
10. Informa/DS Management's employment contracts to be in agreed
form after step 7 but prior to step 14. [Suggest CMS
China produce 1" d►a, to ensure confirm with PRC
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lismil
1 I . Application for pre-registration of new company name
with Beijing AIC 7 working days Completed
12. AGC articles of association should be in agreed form
by this point.
Applications filed (with new articles of AGC, CMDS
SPA and CMDS equityholder decision) and approvals
obtained from Chaoyang Commerce Bureau for
1. change of company name
2. change of business scope
3. change of shareholder
AND
Request issue of new Foreign Invested Enterprise
Certificate from Chaoyang Commerce Bureau which
will indicate:
1. change of company name
2. change of business scope
3. change of shareholder Approximately 25
working days David Stem
13. Submit approvals, Foreign Invested Enterprise
Certificate, new articles of AOC, CMDS SPA and
CMDS equityholder decision to Beijing AIC for issue
of new business licence showing:
1. new company name
2. new business scope
3. new shareholder 10 working days
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Upon issue of business licence referred to in step 12
above, equity in AGC will have effectively transferred
from BVI co to HK Newco and the SPA in respect of
ACC will have completed. ._
. .. -
, ,
14. AGC to issue new capital contribution certificate to
HK Newco Does not impact timing
15. Change registration with Beijing Public Security
Bureau and change official seal (chop) Approximately 7 working
days
16. Change organization code certificate, IC Card with
Beijing Chaoyang Bureau of Quality and Technical
Supervision At least 3 working days
17. Change registration with State Administration of
Foreign Exchange
AND
Change Tax Registration Certificate — Beijing
Chaoyang Tax Bureau
AND
Change Statistical Registration Certificate — Beijing
Chaoyang Statistical Bureau
and At least 20 working days
18. Change name on bank account
AND
Change Financial Registration Certificate -Finance
Bureau of Chaoyang District Approximately 2-3
working days subject to
bank practice
At least 1 working day
19. Applications filed (with new articles (2`d revision) of
ACC, and WC Newco equityholder decision) and Approximately 25
working days
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approvals obtained from Chaoyang Commerce Bureau
for
change of total investment by US$16,000,000
and
registered capital by US$7,840,000
AND
Request issue of new Foreign Invested Enterprise
Certificate from Chaoyang Commerce Bureau which
will indicate:
change of total investment and registered capital
20. Change registration with State Administration of
Foreign Exchange to enlarge the quota of the capital
account At least 20 working days
21. Second Loan Notes to be put into Hong Kong Newco
for an amount equal to 20% of the increase in
registered capital upon approvals in step 19 being
obtained. Informa/DS Form of note will be in
agreed form
22. Transfer money to AGC bank account (minimum
US$1,600,000) To be notified by David
23. Issue by accountants of 1" capital verification report
(minimum USS1,600,000) At least 5 working days
24. Submit documents to Beijing AIC for issue of new
business licence showing:
new total investment amount and new registered
capital At least 10 working days
25. Change registration with Beijing Public Security
Bureau Approximately 7 working
days
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26. Change Tax Registration Certificate — Beijing
Chaoyang Tax Bureau At least 2 working days
27. Change Financial Registration Certificate -Finance
Bureau of Chaoyang District At least I working day
28. I. complete the SPA between Informs and David Stern
for the acquisition of shares in the Hong Kong Newco;
3. release consideration from Escrow;
4. enter into the Shareholders' Agreement;
5. Letter of Appointment to be executed.
6. AGC management employment contracts to be
entered into to include inter alia provisions on IP
ownership, termination and non-competition.
7. execute Loan Note Instrument.
At this stage Informa [plc] shall subscribe for up to
USS8,500,000 worth of loan notes in the Hong Kong
Newco depending on how much has gone in by way of
the Initial and Second Loan Notes which shall be
deducted from the Investment Amount. An to be done as far as
practicable immediately
after each other David Stem/Income
29. Post completion - AGC and Hong Kong Newt* enter
into an agreement for the Hong Kong Newco to pay a
proportion of the development costs in return for
exclusive rights to exploit the data outside China. David Stem/Informa
CMS Cameron Mckenna LIP
30 April 2010
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📷 Images in this document (6 detected)
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[Image 1] The image shows a document with a table and text. The table has columns with headings such as "Date," "Time," "Subject," "Name," and "Comments." There are entries filled out in the table, including names, dates, and comments. The text in the document includes phrases such as "I confirm that I have read and understood the above," "I confirm that I have read and understood the above," and "I confirm
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[Image 3] The image shows a document with text and a table. The document appears to be a form or agreement, possibly related to a business or legal matter. The text includes sections with headings such as "APPLICATION FOR A STAFF CARD," "STOP PLAN," and "ACKNOWLEDGEMENT." There are also sections with checkboxes and fields for signatures or initials. The table at the bottom of the document has columns with h
[Image 4] The image appears to be a photograph of a document with text. The document seems to be a form or a list with checkboxes, possibly related to a change of address or a change of information for a registered entity. There are several lines of text, but the specific content is not clear due to the resolution and angle of the photograph. The document is titled "Change of Address," and there are checkbo
[Image 5] The image appears to be a photograph of a printed document, specifically a table or list with various entries. The document is partially obscured, and the text is not fully legible due to the angle and quality of the image. The visible text includes numbers and phrases such as "approved," "change," "total," "account," "date," and "amount." There are also some handwritten notes or corrections on th
[Image 6] The image appears to be a photograph of a printed document, specifically a form or checklist. The form contains a series of numbered items, each followed by a checkbox. The visible text includes phrases such as "Working days," "Completed," and "Working hours." There are also visible names, dates, and a company logo at the top of the document. The document is structured with columns and lines, typi