EXHIBIT 10.47
Execution Copy
Private and Confidential
XINHUA FINANCE MEDIA LIMITED
(the Purchaser)
AND
FAN CHO TAK ALEX AND OTHERS
(the Vendors)
----------
SHARE PURCHASE AGREEMENT
IN RESPECT OF SHARES IN THE CAPITAL OF
ECONWORLD MEDIA LIMITED
----------
18 DECEMBER 2006
Hong Kong
THIS SALE AND PURCHASE AGREEMENT (this "AGREEMENT") is made on the 18 day of
December 2006.
BETWEEN
(1) XINHUA FINANCE MEDIA LIMITED, a company incorporated under the laws of the
Cayman Islands with a registered address at Cricket Square, ▇▇▇▇▇▇▇▇ Drive,
P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands (the "PURCHASER")
(2) XINHUA FINANCE LIMITED, a company incorporated under the laws of the Cayman
Islands with a registered address at Cricket Square, ▇▇▇▇▇▇▇▇ Drive, P.O.
Box 2681, Grand Cayman KY1-1111, Cayman Islands (the "XFL")
(3) FAN CHO TAK ALEX, a citizen of Hong Kong with an address of ▇▇▇▇ ▇▇▇▇,
▇/▇., ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇-▇▇▇ ▇▇▇▇'▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ("FAN")
(4) GAINFUL CONCEPT LIMITED, a company incorporated under the laws of the
British Virgin Islands with a registered address at the Commonwealth Trust
Ltd, Drake Chamber, Tortola, British Virgin Islands ("GAINFUL CONCEPT")
(5) BEST GAIN GROUP LIMITED, a company incorporated under the laws of the
British Virgin Islands with a registered address at the Commonwealth Trust
Ltd, Drake Chamber, Tortola, British Virgin Islands ("BEST GAIN")
(6) ECONWORLD HOLDINGS LIMITED, a company incorporated under the laws of Hong
Kong with a registered address at ▇▇▇▇ ▇▇▇▇, ▇/▇., ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇-▇▇▇
▇▇▇▇'▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ("EHL")
(7) LO YUAN ▇▇▇▇ ▇▇▇▇▇▇▇, a citizen of Hong Kong with an address of Flat B,
13/F., King Fai Court, ▇▇-▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ("▇▇▇▇▇▇▇")
(8) CHEERS PERFECT LIMITED, a company incorporated under the laws of the
British Virgin Islands with a registered address at the Commonwealth Trust
Ltd, Drake Chamber, Tortola, British Virgin Islands ("CHEERS PERFECT")
(9) LO ▇▇ ▇▇▇▇, a citizen of Taiwan with an address of ▇▇, ▇▇. ▇▇▇, ▇▇▇▇▇-▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ ("LO")
(10) LO ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, a citizen of Hong Kong with an address of Apt. 55G,
Manhattan Heights, ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ("▇▇▇▇▇▇▇")
(11) JUSTLY INVESTMENT INTERNATIONAL LIMITED, a company incorporated under the
laws of Hong Kong with a registered address at ▇▇▇▇ ▇▇▇▇, ▇▇/▇, ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇. ("JUSTLY INVESTMENT")
Fan, Gainful Concept, Best Gain, ▇▇▇, ▇▇▇▇▇▇▇, Cheers Perfect, ▇▇, ▇▇▇▇▇▇▇ and
Justly Investment are together referred to as "VENDORS" and each of them a
"VENDOR".
2
WHEREAS
A. The Vendors together hold 98,000 shares of EconWorld Media Limited (the
"COMPANY"), which represents approximately 28% of the issued and
outstanding share capital of the Company, a company incorporated in Hong
Kong with a registration number of 696257 and a registered address of ▇▇▇▇
▇▇▇▇, ▇/▇., ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇-▇▇▇ ▇▇▇▇'▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇. The respective
shareholdings of the Vendors are set out in Schedule I. Further corporate
particulars of the Company are set out in Schedule II. Fan is the
beneficial owner of Gainful Concept, Best Gain and EHL. ▇▇▇▇▇▇▇ is the
beneficial owner of Cheers Perfect.
B. By a subscription agreement ("SUBSCRIPTION AGREEMENT") dated 26 May 2005
and a supplemental deed dated 2 November 2005 entered into between XFL, the
Vendors and others, the Vendors are required to sell the 98,000 shares of
the Company ("SALE SHARES") to Econworld and XFL is required to purchase
the Sale Shares if the Actual EBITDA for 2006 meets certain criteria in
accordance with the terms of the subscription agreement and supplemental
deed.
C. On 12 January 2006, XFL transferred all its shares in the Company to the
Purchaser.
D. On 21 June 2006, the Purchaser acquired a further 42,000 shares of the
Company.
E. The Purchaser desires to meet XFL's obligation to purchase the Sale Shares
from the Vendors and the Vendors wish to sell the Sale Shares to the
Purchaser subject to the terms and conditions set out in this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants set
forth herein, the Purchaser, XFL and the Vendors do hereby agree as follows:
1. DEFINITIONS
1.1 Definitions. Unless otherwise defined, capitalised terms defined in the
Subscription Agreement shall have the same meanings as in this Agreement.
1.2 The following terms, as used herein, have the following meanings:
"CLOSING" shall have the meaning provided in Clause 2.3;
"CLOSING DATE" shall have the meaning provided in Clause 2.3;
"PURCHASE PRICE" has the meaning set out in Clause 2.2; and
"SALE SHARES" has the meaning set out in Recital B.
1.2 Interpretation. In this Agreement:
(a) the headings are inserted for convenience only and shall not affect
the construction of this Agreement;
3
(b) references to statutory provisions shall be construed as references to
those provisions as amended or re-enacted or as their application is
modified by other statutory provisions (whether before or after the
date hereof) from time to time and shall include any provisions of
which they are re-enactments (whether with or without modification);
(c) all time and dates in this Agreement shall be Hong Kong time and dates
except where otherwise stated;
(d) unless the context requires otherwise, words incorporating the
singular shall include the plural and vice versa and words importing a
gender shall include every gender; and
(e) references herein to Clauses, Recitals and Schedules are to clauses
and recitals of and schedules to this Agreement.
1.3 Recitals, Schedules. All Recitals and Schedules form part of this Agreement
and shall have the same force and effect as if expressly set out in the
body of this Agreement and any reference to this Agreement shall include
the Recitals and Schedules.
1.4 Warranties, covenants, indemnities or other obligations expressed in this
Agreement to be given by more than one party shall be deemed to be given by
such parties on a joint and several basis unless otherwise expressly
provided for.
2 SALE AND PURCHASE OF SALE SHARES
2.1 Sale. Subject to the terms and conditions set out in this Agreement, the
Purchaser (relying on the representations, warranties, agreements,
covenants, undertakings and indemnities hereinafter referred to) shall
purchase at Closing, and the Vendors shall sell and cause to be sold to the
Purchaser at Closing, all rights, title and interests in the Sale Shares
free from all Encumbrances together with all rights of any nature
whatsoever now or hereafter attaching or accruing to them including all
rights to any dividends or other distribution declared paid or made in
respect of them after the Closing Date.
2.2 Purchase Price. In consideration for the Purchaser agreeing to purchase the
Sale Shares prior to the final determination of the Actual EBITDA for 2006,
the parties agree to the following terms and conditions:-
(a) For the purpose of determining the purchase price to be paid by the
Purchaser to the Vendors before the Actual EBITDA for 2006 of the
Company is certified by the Auditors, the parties agree to use
US$3,000,000 as a preliminary figure for the Actual EBITDA for 2006.
(b) The purchase price of the Sale Shares to be paid by the Purchaser to
the Vendors before the finalisation of the Actual EBITDA for 2006
shall be :- (US$3,000,000 x 6) multiplied by a fraction, the numerator
of which is the number of Sale Shares to be sold by a Vendor and the
denominator of which is the total number of issued and outstanding
shares of the Company (the "PURCHASE PRICE").
4
(c) In the event that the Actual EBITDA for 2006 is less than
US$3,000,000, each of the Vendors shall within 10 days from the final
determination of the Actual EBITDA for 2006 in accordance with the
Subscription Agreement pay an amount to XFL such that the aggregate
Purchase Price paid to the Vendors is the same as the Vendors would
have otherwise received pursuant to the Subscription Agreement. The
obligations of the Vendors to make any such payment to XFL pursuant to
this provision shall be joint and several.
(d) In the event that the Actual EBITDA for 2006 is greater than
US$3,000,000, neither the Purchaser nor XFL shall be obliged to make
any further payment whatsoever to the Vendors.
2.3 Closing. The purchase and sale of the Sale Shares (the "CLOSING") shall
take place at the offices of ▇▇▇▇▇ ▇▇▇▇-▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ as soon as possible after the relevant transfer
documents have been duly stamped by the Inland Revenue Department of Hong
Kong and in event before 31 December 2006 or at such other time and place
as the Purchaser and the Vendors agree in writing. The date and time of the
Closing are herein referred to as the "CLOSING DATE".
2.4 The Vendors' Closing Obligations. Upon Closing the Vendors shall deliver to
the Purchaser:
(i) the following documents in respect of the Sale Shares:
(A) duly completed and signed instruments of transfers and sold notes
of the Sale Shares by the registered holders thereof in favour of
the Purchaser or as it may direct together with the share
certificates representing the Sale Shares;
(B) all powers of attorney or other authorities under which the
transfers of the Sale Shares have been executed;
(C) such waivers or consents as the Purchaser may require enabling
the Purchaser or its nominee(s) to be registered as the holders
of the Sale Shares;
(D) such other documents as may be required to give to the Purchaser
good title to the Sale Shares and to enable the Purchaser or its
nominees to become the registered holders thereof;
(ii) written confirmation that the Vendors are not aware of any matter or
thing which is in breach of or inconsistent with any of the
representations, warranties and undertakings herein contained; and
(iii) such other papers and documents as the Purchaser may reasonably
require.
2.5 The Purchaser's Closing Obligations. Against performance of the matters set
out in Clause 2.4, the Purchaser shall procure the payment of the Purchase
Price to the Vendors.
5
2.6 Further Covenants. The Vendors hereby irrevocably undertake to the
Purchaser to procure at its own expense the due execution of all such
further documents as are necessary to vest in the Purchaser all such
property and rights as are intended to be vested in them by or pursuant to
this Agreement.
3. REPRESENTATIONS, WARRANTIES AND COVENANTS
The Vendors represent and warrant to the Purchaser that the following
statements are true and correct as of the date of this Agreement:
3.1 The Company. In respect of the Company:
(a) Organization, Standing, and Power. It is a company duly organized,
validly existing, and in good standing under the laws of
incorporation, has all requisite corporate power and authority to
carry on its businesses, and is duly qualified and in good standing to
do business in each jurisdiction in which it conducts business. The
articles of incorporation, bylaws, registers and/or other
organizational documents ("CHARTER DOCUMENTS") of the Company, in each
case, as amended to the date hereof are complete and correct copies.
(b) Corporate Records. Its minute books and corporate records contain
correct and complete records of all proceedings and actions taken at
all meetings of, or effected by written consent of, its shareholders
and its board of directors, and all original issuances and subsequent
transfers, repurchases, and cancellations of its shares.
(c) Capital Structure.
(i) Immediately following the Closing, the entire issued share
capital of the Company will be owned by the Purchaser.
(ii) There are no options, warrants, calls, conversion rights,
commitments, agreements, contracts, restrictions, or rights of
any character to which its is a party or by which it may be bound
obligating company to issue, deliver or sell, or cause to be
issued, delivered or sold, additional shares, or obligating it to
grant, extend or enter into any such option, warrant, call,
conversion right, commitment, agreement, contract, understanding,
restriction, arrangement or right. It does not have outstanding
any bonds, debentures, notes or other indebtedness.
(d) Authority. The execution, delivery, and performance of this Agreement
has been duly authorized by all necessary action of its board.
Certified copies of the resolutions adopted by its board approving
this Agreement and transactions contemplated hereby have been provided
to the Purchaser.
(e) Execution. It has duly and validly executed and delivered this
Agreement constitute valid, binding, and enforceable obligations of it
in accordance with their terms, except to the extent that
enforceability may be limited by applicable bankruptcy,
reorganization, insolvency, moratorium or other laws affecting the
enforcement of creditors' rights generally and by general principles
of equity, regardless of whether such enforceability is considered in
a proceeding at law or
6
in equity.
(f) Compliance with Laws and Other Instruments. It holds, and at all times
has held all licenses, permits, and authorizations from all
governmental entities necessary for the lawful conduct of its business
pursuant to all applicable statutes, laws, ordinances, rules, and
regulations of all such authorities having jurisdiction over it or any
part of its operations. There are no violations or claimed violations
of any such license, permit, or authorization, or any such statute,
law, ordinance, rule or regulation.
(g) Corporate Governance. Neither the execution and delivery of this
Agreement nor the performance by it of its obligations under this
Agreement will (i) conflict with or result in any breach of its
Charter Documents; (ii) require any Consent, (iii) conflict with,
result in a breach or default of, or give rise to any right of
termination, cancellation or acceleration or result in the creation of
any lien, charge, encumbrance, or restriction upon any of the
properties or assets of it or its shares under, any law, statute,
rule, regulation, judgment, decree, order, government permit, license
or order or any mortgage, indenture, note, license, trust, agreement
or other agreement, instrument or obligation to which it is a party.
(h) No Litigation. The Company is not involved in any litigation whether
as plaintiff or defendant.
(i) Ownership of Shares. Each Vendor has good and valid title to the Sale
Shares set forth opposite his or its name on Schedule I, free and
clear of any lien, charge, encumbrance, security interest, voting
agreement, voting trust, voting or transfer restriction, right of
first refusal, proxy, claim or right of others of whatever nature (a
"LIEN"), and at closing of any sale of such Sale Shares by a Vendor,
such Vendor will deliver to the Purchaser good and valid title to all
of the Sale Shares beneficially owned by such Vendor as set forth on
Schedule I hereto, free and clear of any Liens. No person or entity
other than such Vendor has any power or right, whether or not shared
with any other person or entity, to dispose of or direct the
disposition of any of the Sale Shares or to vote or direct the voting
of any of the Sale Shares held by such Vendor as set forth on Schedule
I hereto.
3.2 General
(a) Full Disclosure. (i) The Vendors are not aware of any facts which
could materially adversely affect the Company or which are likely in
the future to materially adversely affect the Company and which have
not been disclosed by or on behalf of the Company in connection with
or pursuant to this Agreement. (ii) No representation or warranty in
this Agreement, nor any statement or certificate furnished or to be
furnished to the Purchaser pursuant to or in connection with this
Agreement contains or will contain any untrue statement of material
fact, or omits or will omit to state a material fact necessary to make
the statements contained herein or therein not misleading.
(b) Reliance. The foregoing representations and warranties are made by the
7
Vendors with the knowledge and expectation that the Purchaser is
placing reliance thereon.
4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE VENDORS
The Vendors hereby represent, warrant and covenant on a joint and several
basis to the Purchaser that each of the following statements is true:
4.1 Organisation and Qualification. It is a person or a legal entity duly
organised and validly existing under the laws of its jurisdiction of
incorporation.
4.2 Authorisation. It has taken all corporate or other action required to
authorise, and has duly authorised, the execution, delivery and performance
of this Agreement and upon due execution and delivery the same will
constitute its legal, valid and binding obligations enforceable in
accordance with its terms.
4.3 Power and Authority. It has full power and authority to make the covenants
and representations referred to herein and to sale the Sale Shares and to
execute, deliver and perform this Agreement.
4.4 Authority. The execution, delivery, and performance of this Agreement has
been duly authorized by all necessary action of its board. Certified copies
of the resolutions adopted by its board approving this Agreement and
transactions contemplated hereby have been provided to the Purchaser.
4.5 Compliance with Laws and Other Instruments. It holds, and at all times has
held all licenses, permits, and authorizations from all governmental
entities necessary for the lawful conduct of its business pursuant to all
applicable statutes, laws, ordinances, rules, and regulations of all such
authorities having jurisdiction over it or any part of its operations.
There are no violations or claimed violations of any such license, permit,
or authorization, or any such statute, law, ordinance, rule or regulation.
4.6 Corporate Governance. Neither the execution and delivery of this Agreement
nor the performance by it of its obligations under this Agreement will (i)
conflict with or result in any breach of its Charter Documents (ii) require
any Consents by Governmental Entity, (iii) conflict with, result in a
breach or default of, or give rise to any right of termination,
cancellation or acceleration or result in the creation of any lien, charge,
encumbrance, or restriction upon any of the properties or assets of it or
its shares under, any law, statute, rule, regulation, judgment, decree,
order, government permit, license or order or any mortgage, indenture,
note, license, trust, agreement or other agreement, instrument or
obligation to which it is a party.
5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER
The Purchaser hereby represents, warrants and covenants to the Vendors that
each of the following statements is true:
8
5.1 Organisation and Qualification. It is a person or a legal entity duly
organised and validly existing under the laws of its jurisdiction of
incorporation.
5.2 Authorisation. It has taken all corporate or other action required to
authorise, and has duly authorised, the execution, delivery and performance
of this Agreement and upon due execution and delivery the same will
constitute its legal, valid and binding obligations enforceable in
accordance with its terms.
5.3 Power and Authority. It has full power and authority to make the covenants
and representations referred to herein and to purchase the Sale Shares and
to execute, deliver and perform this Agreement.
6. CONFIDENTIALITY AND NON-DISCLOSURE
6.1 Non-Disclosure of Terms. The terms and conditions of this Agreement,
including its existence, shall be considered confidential information and
shall not be disclosed by any party hereto to any third party except in
accordance with the provisions set forth below; provided that such
confidential information shall not include any information that is in the
public domain other than by the breach of the confidentiality obligations
hereunder.
6.2 Press Releases, Etc. Any press release issued by any party hereto shall be
approved in advance in writing by the both parties hereto, whose consent
shall not be unreasonably withheld. No other announcement regarding any of
the terms set out in this Agreement in a press release, conference,
advertisement, announcement, professional or trade publication, mass
marketing materials or otherwise to the general public may be made without
the prior written consent of both parties hereto, whose consent shall not
be unreasonably withheld.
6.3 Permitted Disclosures. Notwithstanding the foregoing, any party may
disclose any of the terms set out this Agreement to its current or bona
fide, employees, bankers, lenders, partners, accountants and attorneys and
other professional advisers, in each case only where such persons or
entities are under appropriate non-disclosure obligations.
6.4 Legally Compelled Disclosure. In the event that any party is requested or
becomes legally compelled (including without limitation, pursuant to
securities laws and regulations) to disclose the existence or terms of this
Agreement in contravention of the provisions of this Clause 6, such party
(the "DISCLOSING PARTY") shall provide the other parties (the
"NON-DISCLOSING PARTIES") with prompt written notice of that fact and use
all reasonable efforts to seek (with the cooperation and reasonable efforts
of the other parties) a protective order, confidential treatment or other
appropriate remedy. In such event, the Disclosing Party shall furnish only
that portion of the information which is legally required and shall
exercise reasonable efforts to keep confidential such information to the
extent reasonably requested by any Non-Disclosing Party.
6.5 Other Information. The provisions of this Clause 6 shall be in addition to,
and not in substitution for, the provisions of any separate nondisclosure
agreement executed by any of the parties hereto with respect to the
transactions contemplated hereby.
9
7. MISCELLANEOUS
7.1 Survival of Warranties. The representations, warranties and covenants
contained in or made pursuant to this Agreement shall survive the execution
and delivery of this Agreement and Closing and shall in no way be affected
by any investigation of the subject matter thereof made by or on behalf of
the Purchaser.
7.2 Successors and Assigns. Except as otherwise provided herein, the terms and
conditions of this Agreement shall inure to the benefit of and be binding
upon the respective successors and assigns of the parties (including
transferees of any Company Shares sold hereunder). Nothing in this
Agreement, express or implied, is intended to confer upon any party other
than the parties hereto or their respective successors and assigns any
rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement.
7.3 Governing Law and Jurisdiction. This Agreement shall be governed by and
construed in accordance with the laws of Hong Kong. The parties hereto
irrevocably agree to submit to the non-exclusive jurisdiction of the Hong
Kong International Arbitration Centre according to UNCITAL Arbitration
Rules in all matters arising in connection with this Agreement.
7.4 Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
7.5 Titles and Subtitles. The titles and subtitles used in this Agreement are
used for convenience only and are not to be considered in construing or
interpreting this Agreement.
7.6 Notices. Unless otherwise provided, any notice required or permitted under
this Agreement shall be given in writing and shall be deemed effectively
given upon personal delivery to the party to be notified or upon postal
service delivery, by registered or certified mail, postage prepaid and
addressed to the party to be notified at the address indicated for such
party on the signature page hereof or by facsimile at the facsimile number
set out on the signature page hereof, or at such other address or facsimile
number as such party may designate by ten (10) days' advance written notice
to the other parties.
7.7 Expenses. Each of the parties hereto shall be responsible for its own costs
and expenses incurred in the preparation, negotiation and execution of this
Agreement.
7.8 Stamp duty. Each party to this Agreement shall pay its own share of stamp
duty in relation to the sale and purchase of the Sale Shares and the
Vendors hereby authorise the Purchaser to deduct from the Purchase Price
the Vendors' share of stamp duty.
7.9 Severability. If one or more provisions of this Agreement are held to be
unenforceable under applicable law, such provision shall be excluded from
this Agreement and the balance of the Agreement shall be interpreted as if
such provision was so excluded and shall be enforceable in accordance with
its terms.
10
- EXECUTION PAGE FOLLOWS -
11
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
THE VENDORS
SIGNED by
FAN CHO TAK ALEX [Chinese Characters]
/s/ Fan Cho Tak Alex
-------------------------------------
For and on behalf of
GAINFUL CONCEPT LIMITED
/s/ Fan Cho Tak Alex
-------------------------------------
Name: Fan Cho Tak Alex
Title: Director
For and on behalf of
BEST GAIN GROUP LIMITED
/s/ Fan Cho Tak Alex
-------------------------------------
Name: Fan Cho Tak Alex
Title: Director
For and on behalf of
ECONWORLD HOLDINGS LIMITED
/s/ Fan Cho Tak Alex
-------------------------------------
Name: Fan Cho Tak Alex
Title: Director
SIGNED by
LO YUAN ▇▇▇▇ ▇▇▇▇▇▇▇
[Chinese Characters]
/s/ LO YUAN ▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------
12
For and on behalf of
CHEERS PERFECT LIMITED
/s/ Lo Yuan ▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------
Name: Lo Yuan ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director
SIGNED by
LO ▇▇ ▇▇▇▇ [Chinese Characters]
/s/ Lo ▇▇ ▇▇▇▇
-------------------------------------
SIGNED by
LO ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
[Chinese Characters]
/s/ Lo ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------
For and on behalf of
JUSTLY INVESTMENT INTERNATIONAL
LIMITED
[Chinese Characters]
/s/
-------------------------------------
Name:
-------------------------------
Title:
------------------------------
THE PURCHASER
For and on behalf of
XINHUA FINANCE MEDIA LIMITED
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Authorized signatory
13
XFL
For and on behalf of
XINHUA FINANCE LIMITED
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Authorised Signatory
14
SCHEDULE I
LIST OF VENDORS, NUMBER OF SALE SHARES AND PURCHASE PRICE
NAME OF VENDOR NO. OF SALE SHARES TOTAL PURCHASE PRICE TO BE PAID TO EACH VENDOR
-------------- ------------------ ----------------------------------------------
GAINFUL CONCEPT LIMITED 30,000 US$1,542,853
CHEERS PERFECT LIMITED 20,000 US$1,028,568
LO ▇▇ ▇▇▇▇ 18,000 US$ 925,712
LO ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ 2,000 US$ 102,857
JUSTLY INVESTMENT INTERNATIONAL LIMITED 3,000 US$ 154,285
ECONWORLD HOLDINGS LIMITED 15,000 US$ 771,426
BEST GAIN GROUP LIMITED 10,000 US$ 514,284
15
SCHEDULE II
PARTICULARS OF THE COMPANY IMMEDIATELY BEFORE CLOSING
Name: EconWorld Media Limited
Date and place of Incorporation December 1, 1999, Hong Kong
Registered Address ▇▇▇▇ ▇▇▇▇, ▇/▇., ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇-▇▇▇ ▇▇▇▇'▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇
Authorised share capital HK$10,000 divided into 1,000,000 shares of HK$0.01 each
Issued share capital HK$3,500.01 divided into 350,001 shares of HK$0.01 each
Shareholders Shareholder Name No. of Ordinary Shares
---------------- ----------------------
Gainful Concept Limited 30,000
Cheers Perfect Limited 20,000
Lo ▇▇ ▇▇▇▇ 18,000
Lo ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ 2,000
Justly Investment International Limited 3,000
EconWorld Holdings Limited 15,000
Best Gain Group Limited 10,000
Xinhua Finance Media Limited 252,001
-------
TOTAL: 350,001
=======
16