Exhibit 4.6
FORM OF LOCK-UP AGREEMENT
, 2004
X.X. Xxxxxx Securities Inc.
As Representative of the
several Underwriters listed
in Schedule I to the Underwriting Agreement
c/o X.X. Xxxxxx Securities Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Ninetowns Digital World Trade Holdings Limited
Ladies and Gentlemen:
The undersigned understands that you, as Representative of the several
Underwriters, propose to enter into an Underwriting Agreement (the "UNDERWRITING
AGREEMENT") with Ninetowns Digital World Trade Holdings Limited, a Cayman
Islands corporation (the "COMPANY"), providing for the public offering (the
"PUBLIC OFFERING") by the several Underwriters named in Schedule I to the
Underwriting Agreement (the "UNDERWRITERS") of American Depositary Shares (the
"SECURITIES") representing the Company's ordinary shares, par value HK$0.10 per
share ("ORDINARY SHARES"). Capitalized terms used herein and not otherwise
defined shall have the meanings set forth in the Underwriting Agreement.
In consideration of the Underwriters' agreement to purchase and make the
Public Offering of the Securities, and for other good and valuable
consideration, receipt of which is hereby acknowledged, the undersigned hereby
agrees that, without the prior written consent of X.X. Xxxxxx Securities Inc.,
on behalf of the Underwriters, the undersigned will not, during the period
ending 180 days after the date of the prospectus relating to the Public Offering
(the "PROSPECTUS"), (1) offer, pledge, announce the intention to sell, sell,
contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase or otherwise
transfer or dispose of, directly or indirectly, or file any registration
statement with respect to, any (x) Ordinary Shares or any securities convertible
into or exercisable or exchangeable for Ordinary Shares or (y) depositary
receipts evidencing Ordinary Shares or securities convertible into or
exercisable or exchangeable for Ordinary Shares (or the right to receive such
Ordinary Shares or securities) or (2) enter into any swap or other agreement
that transfers, in whole or in part, any of the economic consequences of
ownership of the Ordinary Shares or depositary receipts evidencing Ordinary
Shares, whether any such transaction described in clause (1) or (2) above is to
be settled by delivery of Ordinary Shares or such other securities, in cash or
otherwise. The foregoing shall not apply to Ordinary Shares (i) sold in the
Public Offering or (ii) issued upon exercise of options granted under existing
employee stock option plans.
In furtherance of the foregoing, the Company, and any duly appointed
transfer agent for the registration or transfer of the securities described
herein, are hereby authorized to decline to make any transfer of securities if
such transfer would constitute a violation or breach of this Letter Agreement.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to enter into this Letter Agreement. All authority
herein conferred or agreed to be conferred and any obligations of the
undersigned shall be binding upon the successors, assigns, heirs or personal
representatives of the undersigned.
The undersigned understands that, if the Underwriting Agreement does not
become effective, or if the Underwriting Agreement (other than the provisions
thereof which survive termination) shall terminate or be terminated prior to
payment for and delivery of the Ordinary Shares to be sold thereunder, the
undersigned shall be released from all obligations under this Letter Agreement.
2
The undersigned understands that the Underwriters are entering into the
Underwriting Agreement and proceeding with the Public Offering in reliance upon
this Letter Agreement.
This lock-up agreement shall be governed by and construed in accordance
with the laws of the State of New York, without regard to the conflict of laws
principles thereof.
Very truly yours,
[NAME OF SHAREHOLDER]
By: ___________________________
Name:
Title:
Accepted as of the date
first set forth above:
X.X. XXXXXX SECURITIES INC.,
acting severally on behalf of themselves
and the several Underwriters named in
Schedule I to the Underwriting Agreement
By: ________________________________
Name:
Title:
