Exhibit 4.13
SUPPLEMENTAL AGREEMENT TO RAILWAY BUSINESS RELATED ASSETS PURCHASE AGREEMENT
BETWEEN GUANGSHEN RAILWAY COMPANY LIMITED AND
GUANGZHOU RAILWAY GROUP YANGCHENG RAILWAY ENTERPRISE DEVELOPMENT COMPANY
NOVEMBER 14, 2006
This Supplemental Agreement to Railway Business Related Assets Purchase
Agreement (this "Supplemental Agreement") is made by and between the following
parties:
(1) GUANGZHOU RAILWAY GROUP YANGCHENG RAILWAY ENTERPRISE DEVELOPMENT
COMPANY (as Party A); AND
(2) GUANGSHEN RAILWAY COMPANY LIMITED (as Party B).
Whereas,
(A) Party A and Party B executed a railway business related assets
purchase agreement dated November 15, 2004 (the "Assets Purchase Agreement"),
whereunder Party A and Party B agreed that Party B shall purchase from Party A
the assets in the Guangzhou-Pingshi line railway transportation business
operated by Party A (the "Railway Business Related Assets");
(B) According to the Assets Purchase Agreement, Party B intends to
launch an initial public offering of A Shares (the "A Share IPO") and pay the
price for the Railway Business Related Assets (the "Acquisition Price") with the
funds raised from the A Share IPO and from other legal sources;
(C) According to Article 15 of the Assets Purchase Agreement, one of
the conditions to the effectiveness of the Assets Purchase Agreement is that the
A Share IPO has been approved and all funds raised have been remitted to Party
B's bank account, the amount of which is no less than 65% of the Acquisition
Price; and
(D) From the execution of the Assets Purchase Agreement up to date,
Party B has not obtained all the approvals or completed all the procedures
necessary for the A Share IPO due to the uncertainty of the PRC capital market.
NOW, THEREFORE, Party A and Party B agree as follows:
Article 1
Section 12.3 of the Assets Purchase Agreement reading "Notwithstanding the
foregoing, if the conditions precedent to the effectiveness as set forth in
Article 15 hereof are not fully satisfied within two (2) years from the date
hereof, this Agreement shall be terminated automatically" shall be amended to
read as follows:
"Notwithstanding the foregoing, if the conditions precedent to the
effectiveness as set forth in Article 15 hereof are not fully satisfied within
three (3) years from the date hereof, this Agreement shall be terminated
automatically."
Article 2
Both parties hereto acknowledge that the amendment set forth in Article 1
above is made in order to extend the term for the satisfaction of the
preconditions to the effectiveness of the Assets Purchase Agreement so as to
cause the Assets Purchase Agreement to become effective within a reasonable
term, and shall not constitute a material change to any other provision of the
Assets Purchase Agreement.
Article 3
This Supplemental Agreement shall constitute a supplement to the Assets
Purchase Agreement. In case of any discrepancy between this Supplemental
Agreement and the Assets Purchase Agreement, this Supplemental Agreement shall
prevail.
Article 4
This Supplemental Agreement shall be executed in two (2) counterparts, with
each Party A and Party B to hold one (1). This Supplemental Agreement shall
take effect as of the date of execution; provided however that, if the
effectiveness of this Supplemental Agreement requires any approvals pursuant to
any applicable laws or regulations or the articles of association of either
party hereto or otherwise, this Supplemental Agreement shall take effect as of
the date on which all such approvals are obtained.
PARTY A: GUANGZHOU RAILWAY GROUP YANGCHENG RAILWAY ENTERPRISE DEVELOPMENT
COMPANY
By: Xxxxx Xxxxxxxx
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Representative
PARTY B: GUANGSHEN RAILWAY COMPANY LIMITED
By: Wu Houhui
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Representative
