FIRST AMENDMENT TO STOCK EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION
Exhibit 10.2
FIRST AMENDMENT TO STOCK EXCHANGE AGREEMENT
AND PLAN OF REORGANIZATION
THIS FIRST AMENDMENT TO STOCK EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION (the "First Amendment") dated as of September __, 2004, by and among Zeolite Mining Corporation, a Nevada corporation whose principal office is located at Xxxx 00, 0000 Xxxxxxxx Xxxxx Xxxx, Xxxxxx, X.X X0X 0X0, Xxxxxx ("ZMC"); the principal ZMC shareholders listed on Exhibit A (the "PRINCIPAL ZMC SHAREHOLDER"); each of the persons listed on Amended Exhibit B who are directors and principal shareholders of GNCC (collectively referred to as "SELLER"); and GLOBAL NATIONAL COMMUNICATIONS CORPORATION, a corporation organized under the laws of the British Virgin Islands whose principal office is located at 2nd Floor, Hang Tian Wei Building, Road No.2, North Part of Xxxxxx Xxxx Xxxxxxxx, Xxxxxxxx, 000000, Xxxxxx'x Xxxxxxxx of China ("GNCC").
R E C I T A L S
A. The parties have entered into the Stock Exchange Agreement and Plan of Reorganization dated as of August 10, 2004 (the "Stock Exchange Agreement") whereby ZMC intends to acquire one hundred percent (100%) of the issued and outstanding common stock of GNCC, in consideration for which ZMC shall issue to SELLER 9,800,000 shares of its Common Stock in a tax-free reorganization pursuant to Section 368(a)(1)(B) of the United States Internal Revenue Code, as amended ("Code").
B. One of the members of SELLER, Xx. Xx Yuejin has transferred his 100 shares of GNCC common stock to Xx. Xxxx Hanqing as of September __, 2004;
C. Jia Na De Financing Consulting Company has transferred its right to receive 1,300,000 shares of ZMC common stock to Lucky Ocean Group Ltd.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree to amend the Stock Exchange Agreement as follows.
- Exhibit B and Exhibit C to the Stock Exchange Agreement are hereby amended to reflect the transfer of Xx. Xx Yuejin shares of GNCC common stock to Xx. Xxxx Hanqing, the result of which is reflected in the Amended Exhibit B and Amended Exhibit C hereto.
- "Jia Na De Financing Consulting Company" shall be substituted by "Lucky Ocean Group Ltd." in the entire Stock Exchange Agreement.
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- All capital terms not defined herein shall have the same meaning and definitions as provided in the Stock Exchange Agreement and all other terms not amended hereby shall remain valid and effective.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment the day and year first above written.
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ZMC: |
ZEOLITE MINING CORORATION, |
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a Nevada Corporation |
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By. |
/s/ Xxxx Xxxxxxx |
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Its: |
President and Director |
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(Execution Pages of Principal ZMC Shareholders) |
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PRINCIPAL ZMC SHAREHOLDER: |
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/s/ Xxxx Xxxxxxx |
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Xxxx Xxxxxxx |
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/s/ Xxxxxxx Xxxxxx |
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Xxxxxxx Xxxxxx |
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(Execution page of GNCC and SELLER)
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GNCC: |
GLOBAL NATIONAL COMMUNICATIONS |
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CORPORATION, a corporation organized under the laws of |
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the British Virgin Islands |
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/s/ Wang, Hanqing |
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By: Wang, Hanqing |
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Its: President |
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SELLER: |
/s/ Wang, Hanqing |
/s/ Peng, Xxxxxxx |
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Xxxx, Xxxxxxx |
Xxxx, Xxxxxxx |
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/s/ Xx, Xxxxxx |
/s/ Ni, Ding |
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Xx, Xxxxxx |
Ni, Ding |
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/s/ Di, Yong |
/s/ Song, Xiaojia |
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Di, Xxxx |
Xxxx, Xiaojia |
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/s/ Lian, Hongtao |
/s/ Peng, Shaodong |
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Lian, Xxxxxxx |
Xxxx, Shaodong |
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/s/ Bai Mei |
/s/ Peng, Jihu |
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Bai Xxx |
Xxxx, Jihu |
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/s/ Xxx, Xxxx |
/s/ Zou, Xxxxxx |
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Xxx, Xxxx |
Xxx, Jiarui |
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/s/ Xxx, Xxxxx |
/s/ Zhang, Li |
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Cai, Xxxxx |
Xxxxx, Li |
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/s/ Wang, Lizong |
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Wang, Lizong |
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EXHIBIT A |
PRINCIPAL ZMC SHAREHOLDER |
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EXHIBIT B |
SHAREHOLDER-DIRECTORS OF GNCC |
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EXHIBIT C |
ZMC SHARES |
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EXHIBIT A
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PRINCIPAL ZMC SHAREHOLDERS |
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Xxxx Xxxxxxx |
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0000 Xxxxxxxx Xxxxx Xxxx |
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Xxxx 00 |
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Xxxxxx, X.X. |
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X0X 0X0 |
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Xxxxxx |
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Shares held: 2,500,000 |
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Xxxxxxx Xxxxxx |
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000-000 Xxxx Xxxxxxx Xxxxxx |
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Xxxxxxxxx, X.X |
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X0X 0X0 |
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Xxxxxx |
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Shares Held: 2,500,000 |
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AMENDED EXHIBIT B
SELLERS
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NAME |
No. of Shares |
Percentage Ownership |
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Wang, Hanqing |
5,200 |
52% |
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Xxxx, Xxxxxxx |
2,300 |
23% |
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Xx, Xxxxxx |
1,000 |
10% |
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Ni, Ding |
200 |
2% |
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Di, Yong |
200 |
2% |
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Song, Xiaojia |
200 |
2% |
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Lian, Hongtao |
150 |
1.5% |
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Peng, Shaodong |
150 |
1.5% |
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Bai, Mei |
100 |
1% |
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Xxx, Xxxx |
100 |
1% |
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Xxx, Xxxxxx |
100 |
1% |
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Xxx, Xxxxx |
100 |
1% |
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Zhang, Li |
100 |
1% |
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Wang, Lizong |
50 |
0.5% |
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Peng, Jihu |
50 |
0.5% |
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Total: |
10,000 |
100% |
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AMENDED EXHIBIT C
ZMC SHARES
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Name |
GNCC Shares |
Percent of Class |
ZMC Shares |
Percent of Class |
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Wang, Hanqing |
5,100 |
52% |
5,096,000 |
33.97% |
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Xxxx, Xxxxxxx |
2,300 |
23% |
2,254,000 |
15.03% |
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Xx, Xxxxxx |
1,000 |
10% |
980,000 |
6.53% |
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Ni, Ding |
200 |
2% |
196,000 |
1.31% |
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Di, Yong |
200 |
2% |
196,000 |
1.31% |
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Song, Xiaojia |
200 |
2% |
196,000 |
1.31% |
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Lian, Hongtao |
150 |
1.50% |
147,000 |
0.98% |
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Peng, Shaodong |
150 |
1.50% |
147,000 |
0.98% |
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Bai, Mei |
100 |
1% |
98,000 |
0.65% |
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Xxx, Xxxx |
100 |
1% |
98,000 |
0.65% |
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Xxx, Xxxxxx |
100 |
1% |
98,000 |
0.65% |
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Xxx, Xxxxx |
100 |
1% |
98,000 |
0.65% |
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Zhang, Li |
100 |
1% |
98,000 |
0.65% |
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Wang, Lizong |
50 |
0.50% |
49,000 |
0.33% |
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Peng, Jihu |
50 |
0.50% |
49,000 |
0.33% |
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TOTALS |
10,000 |
100.00% |
9,800,000 |
65.33% |
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