LETTER AGREEMENT DATED 9 SEPTEMBER 2009
LETTER AGREEMENT DATED 9
SEPTEMBER 2009
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1.
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Reference
is made to a sale and purchase agreement relating to Windrace
International Company Limited made amongst the parties hereto dated 8 May
2009 as supplemented by a supplemental agreement entered into by the
parties thereto on 27 July 2009 (the “Master
Agreement”).
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2.
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As
provided for under the definition of “Conditions Deadline” in the Master
Agreement under Clause 1.1, the parties hereto agree to change the date
referred to in the definition of “Conditions Deadline” from “October 8,
2009” to “November 7, 2009”.
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3.
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As
provided for under Clause 5.8(c) of the Master Agreement, the parties
hereto agree to change the venue for relocation of the listing of
securities of the Merged Entity from the “NYSE” to the “NASDAQ Capital
Market”.
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4.
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Save
as provided herein, all the other terms and provisions of the Master
Agreement shall remain unchanged and shall continue in full force and
effect. In the event of any discrepancies between the terms and
provisions in the Master Agreement and those contained in this Letter
Agreement, the terms and provisions in this Letter Agreement shall
prevail.
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5.
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Clauses
1, 14, 16 to 19 of the Master Agreement shall apply to this Letter
Agreement.
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6.
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This
Letter Agreement shall become effective on the date the authorised
representatives of the respective parties hereto execute this Letter
Agreement.
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1
IN WITNESS whereof this Letter
Agreement has been duly executed on the date first above written.
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SIGNED
BY SHUIPAN LIN
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/s/ | |
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in
the presence of :-
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SIGNED
BY XIAYU CHEN
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in
the presence of :-
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SIGNED
BY
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for
and on behalf of
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TIANCHENG
INT’L
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/s/ | |
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INVESTMENT
GROUP LIMITED
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in
the presence of :-
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SIGNED
BY
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for
and on behalf of
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RICHWISE
INTERNATIONAL
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/s/ | |
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INVESTMENT
GROUP LIMITED
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in
the presence of :-
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SIGNED
BY
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for
and on behalf of
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XX
XXXXX GROUP LIMITED
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in
the presence of :-
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2
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SIGNED
BY
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for
and on behalf of
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EAGLE
RISE INVESTMENTS
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/s/ | |
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LIMITED
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in
the presence of :-
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SIGNED
BY
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for
and on behalf of
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WINDRACE
INTERNATIONAL
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/s/ | |
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COMPANY
LIMITED
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in
the presence of :-
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SIGNED
BY
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for
and on behalf of
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EXCEED
COMPANY LTD.
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in
the presence of :-
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SIGNED
BY
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for
and on behalf of
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/s/ | ||
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in
the presence of :-
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3
