eQUITY CONTRIBUTION AGREEMENT
Exhibit 99.9
Execution Version
This EQUITY CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of December 22, 2022 by and among (i) CIH Holdings Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Parent”), (ii) CIH Merger Sub Holdings Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands and a wholly-owned Subsidiary of Parent (“Merger Sub”) and (iii) certain shareholders of China Index Holdings Limited, an exempted company with limited liability registered under the Laws of the Cayman Islands (the “Company”), listed on Schedule A (each, a “Rollover Shareholder” and collectively, the “Rollover Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
WHEREAS, concurrently herewith, Parent, Merger Sub, and the Company are entering into an Agreement and Plan of Merger, dated as of the date hereof (as may be amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), pursuant to which, among other things, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving company and a wholly-owned Subsidiary of Parent (the “Merger”);
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5. Delivery of Register of Members. At the Contribution Closing, Parent shall deliver to each Rollover Shareholder a copy of the updated register of members of Parent as of the date of the Contribution Closing, certified by the registered agent or a director of Parent, reflecting the issuance to such Rollover Shareholder of such number and class of Parent Shares set forth opposite the name of such Rollover Shareholder on Schedule A hereto. Promptly after the Contribution Closing, upon written request of any Rollover Shareholder, Parent shall deliver to such Rollover Shareholder a share certificate representing such number and class of Parent Shares set forth opposite the name of such Rollover Shareholder in Schedule A hereto.
(a) The execution of this Agreement by each Rollover Shareholder evidences, subject to Section 12, the irrevocable election and agreement by such Rollover Shareholder to contribute his/her/its respective Rollover Shares to Merger Sub in exchange for Parent Shares at the Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder covenants and agrees, severally but not jointly, that during the period commencing on the date hereof and continuing until the Expiration Time (as defined below) (the “Term”), except as set out on Schedule B hereto or expressly contemplated under this Agreement or the Merger Agreement, such Rollover Shareholder shall not, directly or indirectly, (i) sell (constructively or otherwise), offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any of his/her/its Rollover Shares (“Transfer”) or permit the Transfer by any of his/her/its Affiliates of an interest in any of his/her/its Rollover Shares, (ii) enter into any Contract, undertaking or understanding with respect to a Transfer or limitation on voting rights of any of his/her/its Rollover Shares, or any right, title or interest thereto or therein, (iii) deposit any of his/her/its Rollover Shares into a voting trust or grant any proxy or enter into a voting agreement, power of attorney or voting trust with respect to any of his/her/its Rollover Shares, (iv) take any action that could reasonably be expected to have the effect of making any of his/her/its representations or warranties set forth in this Agreement untrue or inaccurate, reducing or limiting such Rollover Shareholder’s economic interests in his/her/its Rollover Shares, affecting the ownership of his/her/its Rollover Shares or preventing, disabling or delaying such Rollover Shareholder from performing his/her/its obligations under this Agreement or that is intended, or could reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv). Any purported Transfer, or other action, in violation of this paragraph shall be null and void.
(b) Each Rollover Shareholder covenants and agrees, severally but not jointly, that such Rollover Shareholder shall promptly (and in any event within two (2) Business Days) notify Parent and the Company of any new Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such Rollover Shareholder, including, without limitation, by purchase, as a result of a share dividend, share split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise, conversion or exchange of any securities of the Company, if any, after the date hereof and other than a conversion of his/her/its ADSs into Rollover Shares pursuant to Section 4. Any such Shares shall automatically become subject to the terms of this Agreement as “Rollover Shares”, and Schedule A hereto shall be deemed amended accordingly to reflect the rollover of such Shares.
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(c) Each Rollover Shareholder hereby waives, and agrees not to exercise, any and all of his/her/its dissenter’s rights in connection with the Transaction with respect to any and all Rollover Shares beneficially owned by it/him/her (including, without limitation, any rights under Section 238 of the Companies Act). Xxxxxx Sub hereby irrevocably and unconditionally waives any and all dissenter’s rights in connection with the Transactions with respect to any and all Rollover Shares to be contributed to it pursuant to this Agreement or otherwise beneficially owned by Xxxxxx Sub immediately prior to or at the Effective Time.
(c) Capacity. Notwithstanding anything to the contrary in this Agreement, (i) each Rollover Shareholder is entering into this Agreement, and agreeing to become bound hereby, solely in his/her/its capacity as a beneficial owner of his/her/its Rollover Shares and not in any other capacity (including without limitation any capacity as a director or officer of the Company) and (ii) nothing in this Agreement shall obligate such Rollover Shareholder to take, or forbear from taking, any action as a director or officer of the Company.
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(f) Receipt of Information. Such Rollover Shareholder has been afforded the opportunity to ask such questions as he/she/it has deemed necessary of, and to receive answers from, Representatives of Parent concerning the terms and conditions of the transactions contemplated hereby and the merits and risks of owning the Parent Shares, the Transactions and the calculation and determination of the number and value of Parent Shares to be received by such Rollover Shareholder pursuant to this Agreement. Such Rollover Shareholder acknowledges that he/she/it has been advised to discuss with his/her/its own counsel the meaning and legal consequences of such Rollover Shareholder’s representations and warranties in this Agreement and the transactions contemplated hereby and is relying solely on his/her/its own counsel and other advisors for legal, financial and other advice with respect to the transactions contemplated hereby.
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(l) No Inducements. Other than the Merger Agreement, an interim investors agreement, dated as of the date hereof, by and among Parent, Merger Sub and the Rollover Shareholders (the “Interim Investors Agreement”), the Equity Commitment Letter and any other agreement or instrument delivered in connection with the transaction contemplated by this Agreement, none of Parent or any other Person has made any oral or written representation, inducement, promise or agreement to such Rollover Shareholder in connection with the subject matter of this Agreement and the transactions contemplated by this Agreement, other than as expressly set forth in this Agreement.
(a) Organization, Standing and Authority. Each of Parent and Merger Sub is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and has full legal right, power, capacity and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent and Xxxxxx Sub and the execution, delivery and performance of this Agreement by each of Parent and Merger Sub and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of each of Parent and Merger Sub and no other corporate actions or proceedings on the part of each of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. Assuming due authorization, execution and delivery by the Rollover Shareholders, this Agreement constitutes legal, valid and binding obligations of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, except as enforcement may be limited by applicable Enforceability Exceptions.
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(c) Capitalization. As of the Contribution Closing, the authorized share capital of Parent will be US$1,000,000.00 divided into 950,000,000 Class A Parent Shares and 50,000,000 Class B Parent Shares. Assuming the full performance by each Rollover Shareholder of his/her/its obligations under Section 1, 51,956,963 Class A Parent Shares and 23,636,706 Class B Parent Shares will be validly issued and outstanding immediately after the Contribution Closing (excluding any Class A Parent Shares issuable pursuant to the Equity Commitment Letter and any Parent Shares issuable pursuant to Section 3.3 of the Merger Agreement). The authorized share capital of Merger Sub is US$1,000,000.00 divided into 1,000,000,000 shares of a par value of US$0.001 each, one of which is validly issued and outstanding. All the outstanding shares of Merger Sub are duly authorized, validly issued, fully paid and non-assessable. All of the issued and outstanding share capital of Merger Sub is, and immediately prior to the Contribution Closing will be, owned by Parent.
(d) Issuance of Parent Shares. At the Contribution Closing, the Parent Shares to be issued under this Agreement shall have been duly and validly authorized and when issued and delivered in accordance with the terms hereof, will be validly issued, fully paid and non-assessable, free and clear of all Liens and subscription and similar rights (other than restrictions arising under any applicable securities Laws or agreements entered into by all of the Rollover Shareholders). At and immediately after the Contribution Closing, the authorized share capital of Parent shall consist of 1,000,000,000 Parent Shares (comprised of 950,000,000 Class A Parent Shares and 50,000,000 Class B Parent Shares), of which a number of Parent Shares as set forth in Schedule A shall be issued and outstanding (the “Issued Shares”), and the Issued Shares, together with the Parent Shares to be issued to the Sponsor at the Contribution Closing pursuant to the Equity Commitment Letter shall be all of the Parent Shares outstanding at and immediately after the Contribution Closing. Except as otherwise agreed to by the parties hereto, subject to Section 3.3 of the Merger Agreement, at and immediately after the Contribution Closing, there shall be (i) no options, warrants or other rights to acquire share capital of Parent, (ii) no outstanding securities exchangeable for or convertible into share capital of Parent and (iii) no outstanding rights to acquire or obligations to issue any such options, warrants, rights or securities.
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(e) Operation and Liabilities. Each of Parent and Merger Sub was formed solely for the purpose of engaging in the Transactions and has not conducted and will not conduct, prior to the Contribution Closing, any business other than in connection with its formation or related to the Transactions. Except for obligations or liabilities incurred in connection with its formation or related to the Transactions, each of Parent and Merger Sub has not incurred and will not incur, prior to the Contribution Closing, directly or indirectly, through any Subsidiary or Affiliate (other than the Company and its Subsidiaries), any obligations or liabilities of any type or kind whatsoever or entered into any agreements or arrangements with any Person. Merger Sub is directly wholly-owned by Parent and other than Merger Sub, there are no other corporations, partnerships, joint ventures, associations, or entities through which Parent conducts business, or other entities in which either Parent controls or owns, of record or beneficially, any direct or indirect equity or other interest.
10. Other Covenants and Agreements.
(a) Each of the parties hereto agrees to use his/her/its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate and make effective any transactions contemplated by this Agreement, including providing information and using commercially reasonable efforts to obtain all necessary or appropriate waivers, consents and approvals, and effecting all necessary registrations and filings.
(b) Each of Parent and Xxxxxx Sub agrees that it shall not have the right to receive the Per Share Merger Consideration (or the Per ADS Merger Consideration, if applicable) in connection with the Merger with respect to any Rollover Shares held by it as of immediately prior to the Effective Time, and at the Effective Time, each Rollover Share held by it shall be cancelled and cease to exist without payment of any consideration or distribution therefor.
(c) Each of the parties hereto agrees that the contribution to the transitory Merger Sub as described in Section 1, together with the contribution of cash to Parent in order to complete the Merger, is intended to be treated as a tax-free contribution of cash and Rollover Shares to Parent through the Merger pursuant to Section 351 of the Internal Revenue Code of 1986, as amended. No party hereto shall take any action or file any tax return, report or declaration inconsistent with the foregoing. The parties hereto will cause Merger Sub to elect to be classified as a disregarded entity for U.S. federal income tax purposes.
(a) Each of the Rollover Shareholders, on the one hand, and each of Parent and Merger Sub, on the other hand, shall not, and shall cause his/her/its respective Affiliates and Representatives not to, make any press release, public announcement or other public communication regarding the subject matter of this Agreement without the prior written consent of the other party, except to the extent that (i) a party may disclose to his/her/its Representatives as such party reasonably deems necessary to give effect to or enforce this Agreement but only on a confidential basis; (ii) if required by Law or a court of competent jurisdiction, the SEC, the NASDAQ or another regulatory body or international stock exchange having jurisdiction over a party or pursuant to whose rules and regulations such disclosure is required to be made, including any required Schedule 13D and Schedule 13E-3 filings and in connection therewith, the disclosure of this Agreement, but only as far as practicable and lawful after the form and terms of that disclosure have been notified to the other parties hereto and the other parties have had a reasonable opportunity to comment on the form and terms of disclosure, in each case, to the extent reasonably practicable; or (iii) if the information is publicly available other than through a breach of this Agreement by a party or his/her/its Representatives.
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(b) Each Rollover Shareholder (i) consents to and authorizes the publication and disclosure by Xxxxxx, Merger Sub or the Company of such Rollover Shareholder’s identity and beneficial ownership of Shares or other equity securities of the Company and the existence and terms of this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement and the nature of such Rollover Shareholder’s commitments, arrangements and understandings under this Agreement) and any other information, in each case, that Parent (with respect to any disclosure by Parent or Merger Sub) or the Company (with respect to any disclosure by the Company) reasonably determines in its good faith judgment is required or requested to be disclosed by Law in any press release, any Current Report on Form 6-K, the Schedule 13E-3 (including any amendment or supplements thereto) and any other disclosure document in connection with the Merger Agreement, and any other Transaction Agreements or Transactions and any filings with or notices to any Governmental Entity (including the SEC) in connection with the Merger Agreement (or the transactions contemplated thereby), but only as far as practicable and lawful after the form and terms of that disclosure have been notified to each of the Rollover Shareholders and each of the Rollover Shareholders has had a reasonable opportunity to comment on the form and terms of disclosure, and (ii) agrees and covenants to promptly give to Parent, Merger Sub or the Company any information they may reasonably request concerning such Rollover Shareholder for the preparation of any such documents.
(c) Each Rollover Shareholder agrees further that, upon request of Parent, such Rollover Shareholder shall execute and deliver any additional documents, consents or instruments and take such further actions as may reasonably be deemed by Parent to be necessary to carry out the provisions of this Agreement.
12. Termination. This Agreement and the obligations of a Rollover Shareholder hereunder shall terminate and be of no further force or effect immediately upon the first to occur of (a) the Effective Time, (b) valid termination of the Merger Agreement in accordance with its terms, and (c) the written agreement of such Rollover Shareholder, on one hand, and Parent and Merger Sub, on the other hand (such time, the “Expiration Time”); provided, that the provisions set forth in Section 11, this Section 12 and Section 13 shall survive the termination of this Agreement; provided, further, that each Rollover Shareholder shall continue to have liability for breaches of this Agreement prior to the termination of this Agreement. If for any reason the Merger contemplated by the Merger Agreement fails to occur but the Contribution Closing has already taken place, then each of Parent and Merger Sub shall, upon termination of the Merger Agreement, promptly return the Rollover Shares Documents to each of the Rollover Shareholders at his/her/its address set forth in Section 13(h) and take all such actions as are necessary to restore each such Rollover Shareholder to the position he/she/it was in with respect to ownership of the Rollover Shares prior to the Contribution Closing.
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(i) | If to Parent or Merger Sub: |
Address: Tower A, Xx. 00 Xxxxxxxxxxxxx
Xxxxxx Xxxxxx Xxxxxxx Xxxxxxxx,
Xxxxxxx 000000, The People’s Republic of China
E-mail: xxxxxxxxxx@xxxx.xxx
Attention: Jiangong Dai
with a copy to (which shall not constitute notice):
O’Melveny & Xxxxx LLP
Xxx Xxx Centre, Office Tower, 37th Floor
No. 2 Jianguomenwai Ave.
Xxxx Xxxx Xxxxxxxx
Xxxxxxx 000000
People’s Republic of China
Attention: Xxxx Xxx, Esq.
Email: xxxx@xxx.xxx
(ii) | If to any Rollover Shareholder, the address of the relevant Rollover Shareholder on Schedule A hereto. |
(iii) | If to the Company: |
China Index Holdings Limited
Tower A, Xx. 00 Xxxxxxxxxxxxx Xxxxxx Xxxxxx
Xxxxxxx Xxxxxxxx, Xxxxxxx 100070
People’s Republic of China
Attention: Xxxxxx Xxxx
Email: xxxxxxxxxx@xxxx.xxx
with a copy to (which shall not constitute notice):
Xxxxxx, Xxxx & Xxxxxxxx LLP
Xxxx 0000, Xxxxx 0, Xxxxx Xxxxxxx Xxxxx
No. 00 Xxxxxxx Xxxx,
Xxxxxxxx Xxxxxxxx, Xxxxxxx 000000
People’s Republic of China
Attention: Xxxx Xxx, Esq. & Xx Xxx, Esq.
Email: xxxx@xxxxxxxxxx.xxx & xxxx@xxxxxxxxxx.xxx
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(i) The parties hereto agree that this Agreement shall be enforceable by all available remedies at Law or in equity.
(ii) Each Rollover Shareholder further acknowledges and agrees that Parent and/or its Affiliate would be irreparably injured by a breach of this Agreement by it and that monetary damages alone would not be an adequate remedy for any actual or threatened breach of this Agreement. Accordingly, Parent and its Affiliate shall be entitled to specific performance or injunctive or other equitable relief (without posting a bond or other security) in any arbitral body or court of competent jurisdiction to enforce or prevent any violations of any provision of this Agreement, in addition to and without limiting all other remedy or right available at law or in equity to such party, including the right to claim money damages for breach of any provision of this Agreement. Each Rollover Shareholder agrees not to oppose the granting of such relief in the event an arbitral body or a court determines that such a breach has occurred, and to waive any requirement for the securing or posting of any bond in connection with such remedy. All rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at Law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by Parent or its Affiliates shall not preclude the simultaneous or later exercise of any other such right, power or remedy by Parent or its Affiliates. Notwithstanding anything contrary in the foregoing, under no circumstances will Parent be entitled to both the monetary damages under Section 13(j)(i) and specific performance under this Section 13(j)(ii).
(iii) Each of Parent and Xxxxxx Sub further acknowledges and agrees that each Rollover Shareholder would be irreparably injured by a breach of this Agreement by Parent and/or Merger Sub and that monetary damages alone would not be an adequate remedy for any actual or threatened breach of this Agreement. Accordingly, each Rollover Shareholder shall be entitled to specific performance or injunctive or other equitable relief (without posting a bond or other security) in any arbitral body or court of competent jurisdiction to enforce or prevent any violations of any provision of this Agreement by Parent, Merger Sub and/or their respective Affiliates, in addition to and without limiting all other remedy or right available at law or in equity to such party, including the right to claim money damages for breach of any provision of this Agreement. Each of Parent, Xxxxxx Sub and/or their respective Affiliates agrees not to oppose the granting of such relief in the event an arbitral body or a court determines that such a breach has occurred, and to waive any requirement for the securing or posting of any bond in connection with such remedy. All rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at Law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by a Rollover Shareholder or his/her/its Affiliates shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such Rollover Shareholder or his/her/its Affiliates. Notwithstanding anything contrary in the foregoing, under no circumstances will a Rollover Shareholder be entitled to both the monetary damages under Section 13(j)(i) and specific performance under this Section 13(j)(iii).
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(l) Governing Law; Jurisdiction; Dispute Resolution.
(i) This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be interpreted, construed and governed by and construed in accordance with the Laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of the Laws of any jurisdiction other than the State of New York, except that matters arising out of or relating to the conversion, exchange or cancellation (as applicable) of the Shares (including Shares represented by ADSs) contemplated by this Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands.
(ii) Subject to the exception for jurisdiction the courts of the Cayman Islands in Section 13(l)(i), any disputes, actions and proceedings against any party hereto or arising out of or in any way relating to this Agreement shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time (the “HKIAC Rules”) and as may be amended by this Section 13(l)(ii). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the HKIAC Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties hereto irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.
(iii) Notwithstanding the foregoing, the parties hereto hereby consent to and agree that in addition to any recourse to arbitration as set out in this Section 13(l), any party hereto may, to the extent permitted under the rules and procedures of the HKIAC, seek an interim injunction or other form of relief from the HKIAC as provided for in its HKIAC Rules. Such application shall also be governed by, and construed in accordance with, the Laws of the State of New York.
(iv) Each of the parties hereto irrevocably consents to service of process in the manner provided for notices in Section 10.2 of the Merger Agreement and in the case of each party hereto at the address set forth in Section 13(h). Nothing in this Agreement shall affect the right of any party to serve process in any other manner permitted by Law.
(v) Subject to the rights and remedies of the parties otherwise provided herein in the case of a breach by the other party, each party hereto agrees that the prevailing party shall be entitled to reimbursement of all reasonable and documented costs and expenses, including all reasonable and documented attorney’s fees, in connection with any proceeding arising out of or relating to a willful breach of this Agreement on the part of the other party.
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[Signature page follows]
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IN WITNESS WHEREOF, Xxxxxx, Xxxxxx Sub and the Rollover Shareholders have caused to be executed or executed this Agreement as of the date first written above.
Parent | ||
CIH Holdings Limited | ||
By: | /s/ Xxxxxxxx Xxx | |
Name: Xxxxxxxx Xxx | ||
Title: Director |
[Signature Page to Equity Contribution Agreement]
IN WITNESS WHEREOF, Xxxxxx, Xxxxxx Sub and the Rollover Shareholders have caused to be executed or executed this Agreement as of the date first written above.
MERGER SUB | ||
CIH Merger Sub Holdings Limited | ||
By: | /s/ Xxxxxxxx Xxx | |
Name: Xxxxxxxx Xxx | ||
Title: Director |
[Signature Page to Equity Contribution Agreement]
IN WITNESS WHEREOF, Xxxxxx, Xxxxxx Sub and the Rollover Shareholders have caused to be executed or executed this Agreement as of the date first written above.
ROLLOVER SHAREHOLDER | ||
FANG HOLDINGS LIMITED | ||
By: | /s/ Xxxxxxxx Xxx | |
Name: Xxxxxxxx Xxx | ||
Title: Director |
[Signature Page to Equity Contribution Agreement]
IN WITNESS WHEREOF, Xxxxxx, Xxxxxx Sub and the Rollover Shareholders have caused to be executed or executed this Agreement as of the date first written above.
ROLLOVER SHAREHOLDER | ||
ACE SMART INVESTMENTS LIMITED | ||
By: | /s/ Tianquan Mo | |
Name: Xxxxxxxx Xx | ||
Title: Director |
[Signature Page to Equity Contribution Agreement]
IN WITNESS WHEREOF, Xxxxxx, Xxxxxx Sub and the Rollover Shareholders have caused to be executed or executed this Agreement as of the date first written above.
ROLLOVER SHAREHOLDER | ||
KARISTONE LIMITED | ||
By: | /s/ Tianquan Mo | |
Name: Xxxxxxxx Xx | ||
Title: Director |
[Signature Page to Equity Contribution Agreement]
IN WITNESS WHEREOF, Xxxxxx, Xxxxxx Sub and the Rollover Shareholders have caused to be executed or executed this Agreement as of the date first written above.
ROLLOVER SHAREHOLDER | ||
OPEN LAND HOLDINGS LIMITED | ||
By: | /s/ Tianquan Mo | |
Name: Xxxxxxxx Xx | ||
Title: Director |
[Signature Page to Equity Contribution Agreement]
IN WITNESS WHEREOF, Xxxxxx, Xxxxxx Sub and the Rollover Shareholders have caused to be executed or executed this Agreement as of the date first written above.
ROLLOVER SHAREHOLDER | ||
MEDIA PARTNER TECHNOLOGY LIMITED | ||
By: | /s/ Tianquan Mo | |
Name: Xxxxxxxx Xx | ||
Title: Director |
[Signature Page to Equity Contribution Agreement]
IN WITNESS WHEREOF, Xxxxxx, Xxxxxx Sub and the Rollover Shareholders have caused to be executed or executed this Agreement as of the date first written above.
ROLLOVER SHAREHOLDER | ||
NEXT DECADE INVESTMENTS LIMITED | ||
By: | /s/ Tianquan Mo | |
Name: Xxxxxxxx Xx | ||
Title: Director |
[Signature Page to Equity Contribution Agreement]
IN WITNESS WHEREOF, Xxxxxx, Xxxxxx Sub and the Rollover Shareholders have caused to be executed or executed this Agreement as of the date first written above.
ROLLOVER SHAREHOLDER | ||
GENERAL ATLANTIC SINGAPORE FUND PTE. LTD. | ||
By: | /s/ Xxx Xx Xxxx | |
Name: Xxx Xx Xxxx | ||
Title: Director |
[Signature Page to Equity Contribution Agreement]
IN WITNESS WHEREOF, Xxxxxx, Xxxxxx Sub and the Rollover Shareholders have caused to be executed or executed this Agreement as of the date first written above.
ROLLOVER SHAREHOLDER | ||
DIGITAL LINK INVESTMENTS LIMITED | ||
By: | /s/ Xxxx Xx | |
Name: Xxxx Xx | ||
Title: Director |
[Signature Page to Equity Contribution Agreement]
IN WITNESS WHEREOF, Xxxxxx, Xxxxxx Sub and the Rollover Shareholders have caused to be executed or executed this Agreement as of the date first written above.
ROLLOVER SHAREHOLDER | ||
TRUE KNIGHT LIMITED | ||
By: | /s/ Xxxxxxxx Xxx | |
Name: Xxxxxxxx Xxx | ||
Title: Director |
[Signature Page to Equity Contribution Agreement]
IN WITNESS WHEREOF, Xxxxxx, Xxxxxx Sub and the Rollover Shareholders have caused to be executed or executed this Agreement as of the date first written above.
ROLLOVER SHAREHOLDER | ||
EVENSTAR SPECIAL SITUATIONS LIMITED | ||
By: | /s/ Xxxxx Xxxx | |
Name: Xxxxx Xxxx | ||
Title: Director | ||
EVENSTAR MASTER FUND SPC FOR AND ON BEHALF OF EVENSTAR MASTER SUB-FUND I SEGREGATED PORTFOLIO | ||
By: | /s/ Xxxxx Xxxx | |
Name: Xxxxx Xxxx | ||
Title: Director |
[Signature Page to Equity Contribution Agreement]
SCHEDULE A
ROLLOVER SHAREHOLDERS AND ROLLOVER SHARES
Rollover Shareholder Name | Notice Details | Rollover Shares* |
Voting |
Parent Shares to be Issued | ||
Class A Shares |
Class B Shares |
Class A Parent Shares |
Class B Parent Shares | |||
Fang Holdings Limited | Address: Tower A, Xx. 00 Xxxxxxxxxxxxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx 000000, The People’s Republic of China E-mail: xxxxxxxxxx@xxxx.xxx Attention: Jiangong Dai |
6,964,415 (including 4,534,852 represented by ADSs as of the date of this Agreement) | 11,119,686 | 39.0% | 6,964,415 | 11,119,686 |
ACE Smart Investments Limited | Address: Tower A, Xx. 00 Xxxxxxxxxxxxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx 000000, The People’s Republic of China E-mail: xxxxxxxxx@xxxx.xxx Attention: Tianquan Mo |
11,669,921 (including 9,962,597 represented by ADSs as of the date of this Agreement) | - | 3.8% | 11,669,921 | - |
Karistone Limited | - | 926,461 | 3.1% | - | 926,461 | |
Open Land Holdings Limited | 25,000 (represented by ADSs as of the date of this Agreement) | - | 0.01% | 25,000 | - | |
Media Partner Technology Limited | - | 5,795,802 | 19.1% | - | 5,795,802 | |
Next Decade Investments Limited | 14,177 (represented by ADSs as of the date of this Agreement) | 5,794,757 | 19.1% | 14,177 | 5,794,757 |
Schedule A
General Atlantic Singapore Fund Pte. Ltd. | Address: 0 Xxxxxx Xxxx, #00-00 Xxxx Xxxxxx Xxxxx 0, Xxxxxxxxx
000000
with a copy to:
x/x
Xxxxxxx Xxxxxxxx Xxxx Xxxxxxx
and
c/o
General Atlantic Service Company, L.P. |
10,122,769 (represented by ADSs as of the date of this Agreement) | - | 3.3% | 10,122,769 | - |
Evenstar Special Situations Limited | Address: XX Xxx 000, Xxxxxx Xxxxx, Xxxxx Church Street, Xxxxxx Town , KY1 – 1104, Cayman Islands
Attention: The Directors of the Fund
with a copy to (which alone shall not constitute notice):
Evenstar Capital Management Limited Address: XX Xxx 000, Xxxxxx Xxxxx, Xxxxx Church Street, Xxxxxx Town, KY1-1104, Cayman Islands
Attention: Directors of Evenstar Capital Management Limited |
50 | - | ** | 50 | - |
Evenstar Master Fund SPC for and on behalf of Evenstar Master Sub-Fund I Segregated Portfolio (“EMF”) | 11,221,568 (including 11,221,518 represented by ADSs as of the date of this Agreement) | - | 3.7% | 11,221,568 | - |
Schedule A
True Knight Limited | Address: Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands
E-mail: xxxxxxxxxx@xxxx.xxx
Attention: Jiangong Dai |
8,801,142 | - | 2.9% | 8,801,142 | - |
Digital Link Investments Limited | Address: Xxxx 000, 0/X Xxxxxxxx 00X, Xxxxx Xxxxx, Xxxx Xxxx Science Park, Pak Xxxx Xxx, New Territories, Hong Kong
E-mail: xxxx.xx@xxxxxxx.xxx
Attention: Xxxx Xx |
3,137,921 | - | 1.0% | 3,137,921 | - |
Total | 51,956,963 | 23,636,706 | 95% | 51,956,963 | 23,636,706 |
* Number of the Rollover Shares as of the date of the Merger Agreement.
** less than 0.1%
Schedule A
Schedule B
This Schedule sets out the exceptions to Sections 6(a), 8(a) and 8(g) hereof:
Section 6(a) | Pursuant to a total return arrangement under a transfer agreement dated November 24, 2022, EMF is not entitled to any economic interest in 1,762,716 Rollover Shares that are represented by ADSs held by it.
|
Section 8(a) | Pursuant to a total return arrangement under a transfer agreement dated November 24, 2022, EMF is not entitled to any economic interest in 1,762,716 Rollover Shares that are represented by ADSs held by it.
|
Section 8(g) | Pursuant to a total return arrangement under a transfer agreement dated November 24, 2022, EMF will not be entitled to any economic interest in the Parent Shares to be issued in exchange for 1,762,716 Rollover Shares that are represented by ADSs held by it and third parties will be entitled to the economic interests with respect to such Parent Shares as agreed with EMF.
Pursuant to a total return arrangement under a transfer agreement dated November 24, 2022, EMF is not entitled to any economic interest in 1,762,716 Rollover Shares that are represented by ADSs held by it and third parties are entitled to the economic interests in such Rollover Shares as agreed with EMF. |
Schedule B