Attached files
file | filename |
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8-K - IDEANOMICS, INC. | v176915_8k.htm |
EX-10.2 - IDEANOMICS, INC. | v176915_ex10-2.htm |
EX-10.1 - IDEANOMICS, INC. | v176915_ex10-1.htm |
Execution
Copy
SUMMARY
OF TERMS
PURCHASE
OF SINOTOP GROUP, LTD.
This
document (“Term Sheet”)
describes, for negotiation purposes only, some key terms of the proposed
agreement between China Broadband Ltd., a Cayman Islands company, and LIU
Weicheng, an individual, with regard to the proposed purchase of Sinotop Group,
Ltd., a Hong Kong company, by China Broadband Ltd. This document is not intended
to be a binding agreement between China Broadband Ltd. and LIU Weicheng with
respect to the subject matter hereof, except for the provisions under the
headings “Exclusivity,” “Confidentiality,” “Fees and Costs” and “Disputes,”
which will be binding upon the parties when this Term Sheet is executed by both
of them. A binding agreement will not occur unless and until the parties have
executed and delivered the appropriate definitive agreements (the “Definitive
Documentation”). Until execution and delivery of such Definitive
Documentation, both parties will have the absolute rights to terminate all
negotiations for any reason or for no reason.
Company
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Sinotop
Group, Ltd., a Hong Kong company (the “Company”)
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Seller
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LIU
Weicheng, an individual, and/or one or more other persons or entities
which together hold 100% of the equity interests in the Company
(collectively, the “Seller”)
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Purchaser
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China
Broadband Ltd., a Cayman Islands company, (the “Buyer”)
and wholly-owned subsidiary of China Broadband Inc. (“CBBD”)
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Transaction;
Purchase Price
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Buyer
will purchase 100% of the issued and outstanding shares of the Company
from the Seller at the Closing, free and clear of any liens or
encumbrances (the “Transaction”),
in consideration for a percentage of the common stock of CBBD to be
agreed upon and specified in the Definitive Documentation (the “Purchase
Price”).
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Conditions
to Closing
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The
closing of the Transaction (the “Closing”)
will be conditioned upon the
following:
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•
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The
establishment by the Company of a wholly foreign-owned enterprise in the
People’s Republic of China (the “WFOE”)
on terms satisfactory to
Buyer;
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•
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The
execution by the WFOE and by Beijing Sino Top Scope Technology Co., Ltd.,
a PRC company (“Beijing
Sinotop”), of one or more agreements pursuant to which the WFOE
will assume control over, and receive the economic benefit of all
operations of, Beijing Sinotop, in form satisfactory to Buyer
(collectively, the “VIE
Agreements”), or the effective assignment of VIE Agreements already
executed by the Company to the WFOE with the consent of Beijing
Sinotop;
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•
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The
closing and funding of a convertible promissory note in the principal
amount equal to at least RMB 3,900,000 (about US$573,500) with Buyer as
lender and the Company as borrower, on terms satisfactory to both parties
(the “Convertible
Note”);
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•
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At
or before the Closing, the contribution by Buyer of an amount equal to at
least RMB 34,000,000 (about US$5,000,000) to the capital of the Company
(or the purchase by Buyer of newly issues shares of the Company in
consideration for the same amount);
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•
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As
of the Closing, each of the Company and the WFOE shall have no debts,
obligations or encumbrances upon any of its equity or assets of any kind,
except as created by, or as required by, the Convertible Note and the VIE
Agreements;
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•
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Such
other and other customary conditions as may be agreed between the parties
and included in the Definitive
Documentation.
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Representations
and Warranties
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The
Definitive Documentation will include representations and warranties of
the Buyer and the Seller customary in transactions of this type, including
with regard to the WFOE and the VIE
Agreements.
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Closing
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It
is the intention of the parties that the Closing will occur not later than
March 15, 2010 (the “Anticipated
Closing Date”).
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Exclusivity
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Unless
earlier agreed in writing between the parties, prior to the Anticipated
Closing Date, neither Seller nor the Company, nor any of their
shareholders, agents or representatives, will solicit, initiate,
entertain, participate in any discussions or negotiations concerning, or
make or accept any offer or proposed transaction with any third party with
regard to any of the transactions contemplated in this Term Sheet or any
similar transaction.
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Confidentiality
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Neither
party will make any public disclosure concerning the matters set forth in
this Term Sheet or negotiations regarding the Transaction without the
consent of the other party (which consent shall not be unreasonably
withheld) unless required by applicable law, in which case the party
required to make any such public disclosure shall use reasonable efforts
to give the other party prior notice of such disclosure and an opportunity
to review any such disclosure in advance of public release. This
restriction does not prohibit the disclosure of information to employees,
legal counsels, accountants, and other professional advisors of the
parties, on a need-to-know basis, provided that the same agree to be bound
by the same or equivalent requirement of confidentiality as set forth
herein.
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Fees
and Costs
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The
Buyer and the Seller will each bear its own fees and expenses in
connection with the Transaction.
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Disputes
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Any
disputes arising under or in connection with this Term Sheet will be
resolved by mandatory binding arbitration, conducted in English, in Hong
Kong, pursuant to the Arbitration Rules of the United Nations Commission
on International Trade Law, by one or more arbitrators appointed in
accordance with such rules. The arbitration and appointing authority will
be the Hong Kong International Arbitration Centre. Notwithstanding the
foregoing, each party will have the right at any time to immediately seek
injunctive relief, an award of specific performance or any other equitable
relief against the other party in any court or other tribunal of competent
jurisdiction.
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Governing
Law
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Hong
Kong
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Non-Binding
Effect
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Except
for the provisions titled “Exclusivity,” “Confidentiality,” “Fees and
Costs” and “Disputes,” this Term Sheet does not create any legally binding
obligations on the parties, and no such obligations will be created unless
and until definitive documents are executed and delivered by the
parties.
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AGREED
TO, subject to the provision titled “Non-Binding Effect,” by the following
parties:
“SELLER”
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“BUYER” | |
LIU WEICHENG, an individual |
CHINA
BROADBAND LTD., a Cayman Islands
company
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Name:
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Title:
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Fees
and Costs
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The
Buyer and the Seller will each bear its own fees and expenses in
connection with the Transaction.
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Disputes
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Any
disputes arising under or in connection with this Term Sheet will be
resolved by mandatory binding arbitration, conducted in English, in Hong
Kong, pursuant to the Arbitration Rules of the United Nations Commission
on International Trade Law, by one or more arbitrators appointed in
accordance with such rules. The arbitration and appointing authority will
be the Hong Kong International Arbitration Centre. Notwithstanding the
foregoing, each party will have the right at any time to immediately seek
injunctive relief, an award of specific performance or any other equitable
relief against the other party in any court or other tribunal of competent
jurisdiction.
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Governing
Law
|
Hong
Kong
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Non-Binding
Effect
|
Except
for the provisions titled “Exclusivity,” “Confidentiality,” “Fees and
Costs” and “Disputes,” this Term Sheet does not create any legally binding
obligations on the parties, and no such obligations will be created unless
and until definitive documents are executed and delivered by the
parties.
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AGREED
TO, subject to the provision titled “Non-Binding Effect,” by the following
parties:
“SELLER”
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“BUYER” | |
LIU WEICHENG, an individual |
CHINA
BROADBAND LTD., a Cayman Islands
company
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Name:
Marc Urbach
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Title:
Director
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