An Amendment Agreement is made on May 9, 2007 Among
EXHIBIT
4.1
An
Amendment Agreement is
made
on May 9, 2007
(1) SIHITECH
COMPANY LIMITED,
a
company with limited liability established and existing pursuant to the laws
of
the British Virgin Islands (BVI) whose registered office is at TrustNet
Xxxxxxxx, P.O. Box 3444, Road Town, Tortola, British Virgin Islands;
(2) MEGA
CAPITAL GROUP SERVICES LIMITED,
a
company with limited liability established and existing pursuant to the laws
of
the BVI whose registered office is at TrustNet Xxxxxxxx, P.O. Box 3444, Road
Town, Tortola, British Virgin Islands;
(3) PROFIT
LOYAL CONSULTANTS LIMITED,
a
company with limited liability established and existing pursuant to the laws
of
the BVI whose registered office is at TrustNet Xxxxxxxx, X.X. Xxx 0000, Xxxx
Xxxx, Xxxxxxx, Xxxxxxx Xxxxxx Xxxxxxx;
(4) ELITE
CONCORD INTERNATION LIMITED,
a
company with limited liability established and existing pursuant to the laws
of
the BVI whose registered office is at TrustNet Xxxxxxxx, P.O. Box 3444, Road
Town, Tortola, British Virgin Islands;
(5) CHINA
CENTURY HOLDINGS GROUP LIMITED,
a
company with limited liability established and existing pursuant to the laws
of
the BVI whose registered office is at TrustNet Xxxxxxxx, X.X. Xxx 0000, Xxxx
Xxxx, Xxxxxxx, Xxxxxxx Xxxxxx Xxxxxxx;
(6) SHINING
GROUTH INVESTMENT GROUP LIMITED,
a
company with limited liability established and existing pursuant to the laws
of
the BVI whose registered office is at TrustNet Xxxxxxxx, P.O. Box 3444, Road
Town, Tortola, British Virgin Islands;
(7) YUCHENG
TECHNOLOGIES LIMITED, a
wholly
owned subsidiary of CUAQ and a company incorporated under the laws of the BVI
whose registered office is at Xxxx 0000, Xxxxxxxx Xxxxxx 00-00 Xxxxx'x Xxxx
Xxxx, Xxxxxxx, Xxxx Xxxx S.A.R. and successor to CHINA UNISTONE ACQUISITION
CORP., a corporation formerly organized under the laws of the State of
Delaware;
(8) XXXX
XXXXXX;
(9) XXXXX
XX; and
(10) XXXXX
XXXXXXXXX;
Whereas
The
Parties have signed an agreement for sale and purchase of shares of Ahead
Billion Venture Limited and Port Wing Development Company Limited as of December
20, 2005, as amended (the SPA).
It
is agreed
as
follows:
1.
The
Parties agree that Section 2.2 (c) (ii) (b) shall be deleted and replaced by
the
following:
“773,045
ordinary shares of CUAQ Sub, no par per share, to the Sihitech Holdingscos,
at
Closing. If the net profit as shown in the pro forma table in the notes to
the
audited consolidated financial statements of CUAQ Sub and its subsidiaries
for
the year ended December 31, 2006, plus all the Public Company Compliance
Expenses, is lower than US$6,073,941, the Sihitech Holdingcos shall, on a joint
and several basis, promptly return the certificates representing 773,045 shares
of CUAQ Sub Stock for no additional consideration”; and
2.
The
Parties agree that except as amended hereby, the provisions of the SPA, as
previously amended, are confirmed and shall remain unchanged and shall continue
in full force and effect.
IN
WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of
the
date first written above.
For and on behalf of | For and on behalf of | |||
Sihitech Company Limited | Elite Concord International Limited | |||
By: |
/s/
HONG Weidong
|
By: |
/s/
XXXX Xxxx
|
|
Name:
HONG Weidong
|
Name: XXXX Xxxx |
|||
Title:
Authorized Representative
|
Title:
Authorized Representative
|
|||
For and on behalf of | For and on behalf of | |||
Mega
Capital Group Services Limited
|
China Century Holdings Group Limited | |||
By: |
/s/
XXXX Xxxxxx
|
By: |
/s/
ZHONG Mingchang
|
|
Name: XXXX Xxxxxx |
Name: ZHONG Mingchang |
|||
Title:
Authorized Representative
|
Title:
Authorized Representative
|
|||
For and on behalf of | For and on behalf of | |||
Profit Loyal Consultants Limited | Shinning Growth Investment Group Limited | |||
By: |
/s/
MA Gehua
|
By: |
/s/
XXXX Xx
|
|
Name: MA Gehua |
Name: XXXX Xx |
|||
Title:
Authorized Representative
|
Title:
Authorized Representative
|
|||
/s/
Xxxx Xxxxxx
|
For and on behalf of | |||
Xxxx Xxxxxx |
Yucheng Technologies Limited | |||
/s/
Xxxxx Xxxxxxxxx
|
By: |
/s/
Xxxx Xxxxxx
|
||
Xxxxx Xxxxxxxxx |
Name: Xxxx Xxxxxx |
|||
Title:
Director
|
||||
/s/
Xxxxx Xx
|
||||
Xxxxx Xx |