SHARE PURCHASE AGREEMENT SUPPLEMENTAL AGREEMENT (“Supplemental Agreement”)
SHARE PURCHASE AGREEMENT
SUPPLEMENTAL AGREEMENT (“Supplemental Agreement”)
PURSUANT TO THE SHARE PURCHASE
AGREEMENT dated April 27, 2009 (the “Share Purchase Agreement”) by and
among WUXI BAOSHIYUN AUTOCYCLE CO., LTD. (“Baoshiyun”) and XX. XXX XXX. ID.
Number 320202195808054011 (hereinafter referred to collectively as the “Selling
Shareholders”); CASHTECH INVESTMENT LIMITED, a company organized under
the International Business Companies Act of the British Virgin Island with the
register number of 578455 (hereinafter referred to as “Cashtech”);
and ADVANCED BATTERY TECHNOLOGIES, INC., a corporation organized under the laws
of the State of Delaware (hereinafter referred to as “ABAT”),
Cashtech and the Selling Shareholders hereby agree to enter into the following
Supplemental Agreement:
Article
I.
Parties agree to supplement section 2b of the Share Purchase
Agreement with the following:
The consideration for Cashtech to
acquire the Selling Shareholders’ ownership of the registered capital of Wuxi
Xxxxxx shall include:
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i.
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Three
million six hundred and forty thousand U.S. Dollars
($3,640,000);
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ii.
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Seventy
million Renminbi (70,000,000 RMB);
and
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iii.
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Three
million (3,000,000) shares of the common stock of ABAT (the “ABAT
Shares”),
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$3,640,000,
70,000,000 RMB, and 1,000,000 shares of common stock of ABAT shall be designated
to repay the debt Wuxi Angel still owes as a result of operation prior to the
acquisition. In consideration, Wuxi Angel shall release the Selling
Shareholders from any of its current or potential debts and liabilities, and the
Selling Shareholders shall surrender to Cashtech any claims or rights relevant
to Wuxi Angel’s operation.
The
Selling Shareholders shall transfer the 1,000,000 shares of common stock of ABAT
to Mr. Fu Zhiguo, the Chief Executive Officer and President of ABAT and Cashtech
based on the market price. The Selling shareholders shall enter into a stock
transfer agreement with Mr. Fu Zhiguo to effectuate such a transfer (By nature,
the transfer is not purchase and sell of stocks. The purpose of the transfer is
to authorize ABAT the right to use the 1,000,000 shares.)
Article
II. The Selling
Shareholders shall be entitled to the 2,000,000 shares of common stock of ABAT,
200,000 shares of which was delivered on January, 2009, with 1,800,000 shares to
be paid in lump sum by ABAT or its controlling shareholder. The terms of
transfer are set forth in Article III hereafter.
Article
III. Cashtech shall acquire
100% of the registered capital of Wuxi Angel, of which Baoshiyun owned 60% and
Mr. Baojin owned 40% respectively prior to the acquisition. Therefore, Baoshiyun
shall be entitled to 1,200,000 shares of common stock of ABAT and Mr. Baojin
shall be entitled to 800,000 shares of common stock of ABAT, as a result of
acquisition.
Article
IV. All parties to the
Share Purchase Agreement hereby agree to amend the agreement as the
following:
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1.
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Amend
section 3k of the Share Purchase Agreement to the following: “Each
Shareholder is acquiring the ABAT Shares for its own account or the
designated account by the Shareholder. Each Shareholder has the right to
freely dispose of, including but not limited to, resell the
shares.”
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2.
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Delete
section 5b regarding the right of
rescission.
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3.
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Amend
section 6 to the following : “The ABAT Shares to be issued by ABAT to the
Selling Shareholders will be registered under the Securities Act of 1933,
or the securities laws of any state, and can be transferred, hypothecated,
sold or otherwise disposed of within the United States of
America”.
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4.
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Regarding
3b of the Share Purchase Agreement, Wuxi Xxxxxx’x registered capital has
not yet been fully paid, and the Selling Shareholders are on notice of and
agree on this fact.
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Article
V.
The Supplemental Agreement shall be governed by the laws of People’s Republic of
China. Any dispute arising under or in connection with Supplemental Agreement
shall be settled at first through friendly consultation between the parties
hereto. In case no settlement can be reached through consultation, each party
shall have the right to submit such disputes to China International Economic and
Trade Arbitration Commission.
Article
VI.
This Supplemental Agreement shall be effective upon the execution by all
parties. In time of conflicts, the terms in this Supplemental Agreement shall
supersede the Share Purchase Agreement.
The Supplemental Agreement may be
executed in three facsimile counterparts. Each of the counterparts
shall be deemed an original, and together they shall constitute one and the same
binding agreement, with one counterpart being delivered to each party
hereto.
IN WITNESS WHEREOF, the parties hereto
have set their hands as of the date and year written on the last
page.
WUXI
BAOSHIYUN AUTOCYCLE CO., LTD.
By: /s/
________________
XX. XXX, JIN.
By: /s/ Xxx
Xxx
CASHTECH
INVESTMENT LIMITED
By: /s/ Fu
Zhiguo
Fu,
Zhiguo, Chairman
Date:
April 28, 2009
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