EFTA01121779.pdf

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 David Stern and Informa Completed 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). 2. Commercial contracts to be submitted to the Ministry David Stem Completed for approval (not to be signed until after steps 6 and 7) 3. Incorporation of Hong Kong Newco with an max 7 days David Stem Application filed 22 April authorized share capital of 10,000 shares of HKS1 each. David Stan to be sole shareholder by issue of one share. 4. Passing of shareholder resolutions of Hong Kong David Stem Drafted by Deacons 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 (22990683.07) EFTA01121779  (David will already have one share) and pay up outgranding amount. 5. Form of draft contract for CMDS to sell shams in David Stem/Winston & Strewn AGC to Hong Kong Newco submitted for Informs/CM$ approval 6. CMDS signs contract to sell AGC shares to Hong To happen David Stem Kong Newco conditional upon Ministry of Commerce contemporaneously with ("MOFCOM") and SAIC (Chinese companies house step 7 equivalent) approval. Purchase price US$1 plus. 7. Informs swissco enters into the SPA to buy 501 A By Friday 30 April Informa/David Stem Ordinary Shares in the Hong Kong Newco from David Stem. To happen contemporaneously with SPA contains provision for interim funding to be put step 6 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. 8. Commercial contacts executed (referred to in step 2) David Stem at any time after steps 6 and 7 have occurred. 9. Consideration to be transferred into the Escrow Within 3 Business Days Informs Account of step 7 10. Management's employment contracts to be in agreed Informa/DS form after step 7 but prior to step 14. [Suggest CMS China produce 1" d►a, to ensure confirm with PRC 2 (22990683.07) EFTA01121780  lismil 1 I. Application for pre-registration of new company name 7 working days Completed with Beijing AIC 12. AGC articles of association should be in agreed form Approximately 25 David Stem by this point. working days Applications filed (with new articles of AGC, CMDS SPA and CMDS equityholder decision) and approvals obtained from Chaoyang Commerce Bureau for 1. change ofcompany name 2. change ofbusiness scope 3. change of shareholder AND Request issue ofnew 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 13. Submit approvals, Foreign Invested Enterprise 10 working days Certificate, new articles of AOC, CMDS SPA and CMDS equityholder decision to Beijing AIC for issue ofnew business licence showing: 1. new company name 2. new business scope 3. new shareholder 3 (22990683.07) EFTA01121781  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 Does not impact timing HK Newco 15. Change registration with Beijing Public Security Approximately 7 working Bureau and change official seal (chop) days 16. Change organization code certificate, IC Card with At least 3 working days Beijing Chaoyang Bureau of Quality and Technical Supervision 17. Change registration with State Administration of At least 20 working days Foreign Exchange AND Change Tax Registration Certificate — Beijing Chaoyang Tax Bureau AND Change Statistical Registration Certificate — Beijing Chaoyang Statistical Bureau and 18. Change name on bank account Approximately 2-3 working days subject to AND bank practice Change Financial Registration Certificate -Finance At least 1 working day Bureau of Chaoyang District 19. Applications filed (with new articles (2`d revision) of Approximately 25 ACC, and WC Newco equityholder decision) and working days 4 (22990683 07) EFTA01121782  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 ofnew 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 At least 20 working days Foreign Exchange to enlarge the quota of the capital account 21. Second Loan Notes to be put into Hong Kong Newco Informa/DS Form of note will be in for an amount equal to 20% of the increase in agreed form registered capital upon approvals in step 19 being obtained. 22. Transfer money to AGC bank account (minimum To be notified by David US$1,600,000) 23. Issue by accountants of 1" capital verification report At least 5 working days (minimum USS1,600,000) 24. Submit documents to Beijing AIC for issue ofnew At least 10 working days business licence showing: new total investment amount and new registered capital 25. Change registration with Beijing Public Security Approximately 7 working Bureau days 5 (22990683.07) EFTA01121783  26. Change Tax Registration Certificate — Beijing At least 2 working days Chaoyang Tax Bureau 27. Change Financial Registration Certificate-Finance At least I working day Bureau of Chaoyang District 28. I. complete the SPA between Informs and David Stern An to be done as far as David Stem/Income for the acquisition of shares in the Hong Kong Newco; practicable immediately after each other 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. 29. Post completion - AGC and Hong Kong Newt* enter David Stem/Informa 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. CMS Cameron Mckenna LIP 30 April 2010 6 (22990683.07) EFTA01121784