|
|
|
|
Document Preview Share Subscription Agreement |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
Share Subscription Agreement |
|||
|
Entities: |
Brio Software Inc.; Citibank, NA; Ninetowns Digital World Trade Holdings Ltd; Turbolinux Inc. |
|||
|
Date: |
2004 |
|||
|
Size: |
Preview shows 14KB of 344KB total |
|||
|
Price: |
$99 |
|||
|
ID: |
#1240117 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
Dated 9 October 2003
NINETOWNS DIGITAL WORLD TRADE HOLDINGS LIMITED
JITTER BUG HOLDINGS LIMITED
AIG ASIAN OPPORTUNITY G.P., L.L.C., IN ITS CAPACITY AS GENERAL PARTNER FOR
AIG ASIAN OPPORTUNITY FUND, L.P.
AMERICAN INTERNATIONAL ASSURANCE COMPANY (BERMUDA) LIMITED
WANG SHUANG
DONG MIN
-----------------------------------------
SHARE SUBSCRIPTION AGREEMENT
CONCERNING
624,004 SHARES IN
NINETOWNS DIGITAL WORLD TRADE HOLDINGS LIMITED
-------------------------------------------
DIBB LUPTON ALSOP
Hong Kong
MML.TWL.477-005
<PAGE>
INDEX
<TABLE>
<CAPTION>
CLAUSE PAGE
------ ----
<S> <C>
1. INTERPRETATION....................................................... 1
2. SUBSCRIPTION......................................................... 7
3. CONDITIONS PRECEDENT................................................. 8
4. COMPLETION........................................................... 11
5. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS......................... 11
6. PRE-COMPLETION ACTS AND UNDERTAKINGS................................. 13
7. USE OF PROCEEDS...................................................... 14
8. PUT OPTION........................................................... 14
9. FURTHER THIRD PARTY INVESTMENTS...................................... 16
10. SEVERABILITY......................................................... 16
11. ENTIRE AGREEMENT..................................................... 16
12. TIME OF ESSENCE AND REMEDIES AND WAIVERS............................. 17
13. CONFIDENTIALITY...................................................... 17
14. ASSIGNMENT AND COUNTERPARTS.......................................... 18
15. NOTICES AND OTHER COMMUNICATION...................................... 18
16. FURTHER ASSURANCE.................................................... 18
17. COSTS AND EXPENSES................................................... 18
18. RIGHTS AND LIABILITIES............................................... 19
19. SURVIVAL............................................................. 19
20. GOVERNING LAW, JURISDICTION AND SERVICE OF PROCEEDINGS............... 19
SCHEDULE 1 PARTICULARS OF THE COMPANY S1-1
SCHEDULE 2 PARTICULARS OF THE COMPANY'S SUBSIDIARIES S2-1
SCHEDULE 3 NAMES OF, THE NUMBER OF SUBSCRIPTION SHARES TO BE SUBSCRIBED
AND THE TOTAL SUBSCRIPTION PRICE PAYABLE BY EACH INVESTOR S3-1
SCHEDULE 4 PUT OPTION S4-1
SCHEDULE 5 REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS S5-1
</TABLE>
<PAGE>
<TABLE>
<S> <C>
SCHEDULE 6 COMPLETION ARRANGEMENTS S6-1
SCHEDULE 7 FORM OF THE SHAREHOLDERS' AGREEMENT S7-1
SCHEDULE 8 ADDRESS AND FAX NUMBERS FOR NOTIFICATION AND NAMES, ADDRESS
AND FAX NUMBERS OF AGENTS FOR SERVICE OF PROCEEDINGS S8-1
SCHEDULE 9 FORM OF TAX INDEMNITY S9-1
SCHEDULE 10 USE OF PROCEEDS OF SUBSCRIPTION S10-1
SCHEDULE 11 FORM OF SHARE CHARGE S11-1
</TABLE>
<PAGE>
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AND CONFIDENTIAL TERMS HAVE BEEN
OMITTED
THIS AGREEMENT is made on 9 October 2003
BETWEEN
(1) NINETOWNS DIGITAL WORLD TRADE HOLDINGS LIMITED also known as
"[Name in Chinese]", a company established under the laws of the Cayman
Islands with limited liability and having its registered office at Century
Yard, Cricket Square, Hutchins Drive, P.O. Box 2681 GT, George Town, Grand
Cayman, British West Indies, and registered as an overseas company in Hong
Kong having its principal place of business in Hong Kong at Units 2502-3
Worldwide House, 19 Des Voeux Road Central, Hong Kong ("COMPANY");
(2) JITTER BUG HOLDINGS LIMITED, a company established under the laws of the
British Virgin Islands and having its registered office at P.O. Box 957,
Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands
("EXISTING SHAREHOLDER");
(3) AIG ASIAN OPPORTUNITY G.P., L.L.C., IN ITS CAPACITY AS GENERAL PARTNER FOR
AIG ASIAN OPPORTUNITY FUND, L.P., an exempted limited partnership formed
under the laws of the Cayman Islands and having its registered office c/o
Maples & Calder, PO Box 309, Ugland House, South Church Street, George
Town, Grand Cayman, Cayman Islands ("AOF");
(4) AMERICAN INTERNATIONAL ASSURANCE COMPANY (BERMUDA) LIMITED, a company
established under the laws of Bermuda and having its registered office at
American International Building, 29 Richmond Road, Pembroke, Bermuda HM
08, Bermuda ("AIAB");
(5) WANG SHUANG ([Name in Chinese]), of ************************************
("MR. WANG"); and
(6) DONG MIN ([Name in Chinese]), of ***************************************
("MS. DONG").
WHEREAS
(A) The Company has an authorised capital amount of HK$200,000,000 divided
into 2,000,000,000 shares of par value HK$0.10 each, of which 5,500,000
shares have been issued fully paid to, and are held by, the Existing
Shareholder. Particulars of the Company are set out in schedule 1 and
particulars the other Group Companies are set out in schedule 2.
(B) The Existing Shareholder and Mr. Wang and Ms. Dong have requested the
Investors to invest in the Company, and the existing Shareholder has
agreed to cause the Company, and the Company has agreed, to issue and
allot an aggregate of 624,004 Shares to the Investors subject to and upon
the terms and conditions of this Agreement.
NOW IT IS HEREBY AGREED as follows:
1. INTERPRETATION
1.1 In this Agreement, the following expressions shall, except where the
context otherwise requires, have the following meanings:
"ACCOUNTS" means (1) the balance sheets and profit and
loss accounts of the Group on a consolidated
basis as at and for the two years ended 31
December 2002 and all notes annexed thereto,
all of which have been
1
<PAGE>
audited by the auditors to the Company,
Deloitte Touche Tohmatsu ("DTT"), without
qualified opinions; and (2) the unaudited
management accounts for the 8 months ended
on 31 August 2003 of the Group and each of
the PRC Subsidiaries;
"ASSOCIATES" means, as to any body corporate, any of its
shareholders, directors and officers, any
other body corporate, unincorporated entity
or person holding more than 20% of the
interests therein or any other body
corporate, unincorporated entity or person
in which it holds more than 20% of the
interests therein or, as to an individual,
any of his parents, brothers, sisters,
issues and spouse ("RELATIVES") and any
company or trust which may be, directly or
indirectly, Controlled by such individual
(including any company or trust Controlled
by any of his relatives);
"BUSINESS DAY" means a day, excluding Saturdays, on
which banks in Hong Kong are generally open
for business;
"BVI" means the British Virgin Islands;
"COMPLETION" means completion of the subscription by the
respective Investors, and allotment and
issuance, of the First Subscription Shares
in accordance with clause 4;
"COMPLETION DATE" means the date on which Completion takes
place, which shall be (i) the third Business
Day following fulfilment and/or waiver of
all the Conditions, which, unless postponed
by the Investors in writing prior thereto,
is currently intended to be 15 October 2003,
or (ii) such other Business Day as the
parties may agree in writing;
"CONDITIONS" means the conditions set forth in clause 3
or any of them;
"CONSTITUTION" means the Memorandum and Articles of
Association of the Company, as amended from
time to time;
"CONTROL", "CONTROLLED" or means, in relation to a body corporate, the
"CONTROLLING" power or of a person directly or indirectly
to secure that the affairs of such body
corporate are conducted in accordance with
the wishes of that person:
(i) by means of the holding of shares or
the possession of voting power (either
at shareholder level or director
level) in or in relation to that or
any other body corporate; or
2
<PAGE>
(ii) by virtue of any powers conferred by
the memorandum and articles of
association or by-laws or other
similar documents regulating that or
any other body corporate;
"ESCROW AGENT" means Dibb Lupton Alsop, Hong Kong,
who shall hold US$3,000,000 paid by the
Investors in escrow on the terms set out in
schedule 3;
"FIRST SUBSCRIPTION PRICE" is HK$39,000,000, being the subscription
price for the First Subscription Shares paid
by the Investors to the Company and payable
in US$ denomination (equivalent to
US$5,000,000) in accordance with schedule 3;
|
End of Preview |
Home Intelligence Services Subscriptions News About Us