DS9 Document EFTA01121779

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 (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 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 2 (22990683.07) EFTA01121780 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 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 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 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 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 5 (22990683.07) EFTA01121783 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 6 (22990683.07) EFTA01121784