Dated: October 21, 2009 King Reach Limited Great Faith Group Limited Allstrong Investments Limited (collectively, the “Sellers”) And VODone Limited (the “Purchaser”)
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Exhibit 10.4 |
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English Translation |
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Execution Copy |
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Dated: October 21, 2009
King Reach Limited
Great Faith Group Limited
Allstrong Investments Limited
(collectively, the “Sellers”)
And
VODone Limited
(the “Purchaser”)
Supplementary Agreement to Share Purchase Agreement
in respect of
Dragon Xxxxx Limited
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Xxxxx Day |
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00xx Xxxxx, Xxxxxxxxx Tower, The |
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Landmark, 15 Queen’s Road, Central |
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Hong Kong, China |
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Tel.: x000-0000-0000 |
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XXX XXX CHI |
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Fax: x000-0000-0000 |
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642646-610001 |
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Solicitor Hong Kong SAR |
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Xxxxx Day | ||
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5 NOV 2009 |
THIS SUPPLEMENTARY AGREEMENT is made on October 21, 2009, by and among the parties as follows:
(1) King Reach Limited, a company duly incorporated and validly existing in British Virgin Islands, with registered office at X.X. Xxx 000, 0xx Xxxxx, Xxxxxx Building, Road Town, Tortola, British Virgin Islands (“King Reach”);
(2) Great Faith Group Limited, a company duly incorporated and validly existing in British Virgin Islands, with registered office at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (“Great Faith”);
(3) AllStrong Investments Limited, a company duly incorporated and validly in British Virgin Islands, with registered office at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (“AllStrong”);
(Collectively, King Reach, Great Faith and AllStrong are hereinafter referred to as the “Sellers”);
(4) VODONE LIMITED, a limited company incorporated in Burmuda and listed on Hong Kong Stock Exchange (“HKEx”) (Stock Code: 00082), with principal business address at Room 3006, 30th Floor, Gloucester Tower, The Landmark, 00 Xxxxxx Xxxxxx, Xxxxxxx, Xxxx Xxxx (hereinafter referred to as the “Purchaser”);
(For the purpose of this Agreement, the above parties may individually referred to as a “Party”, or collectively referred to as the “Parties”)
WHEREAS,
(A) The Sellers and the Purchaser signed the Share Purchase Agreement (that “Agreement”) on October 9, 2009, whereby the Sellers would sell its 70% shareholding in the Company to the Purchaser.
(B) The Sellers and the Purchaser agreed to sign this Supplementary Agreement to amend the following provisions and relevant parts. The terms used herein (including the Recital) has the same meaning as those as defined in the Agreement.
NOW, THEREFORE, the Parties hereto hereby agree that:
1. The following is incorporated as Article 4.2.5 after Article 4.2.4 and before Article 4.3:
“4.2.5 With respect to the shares of the Consideration Shares (See Annex I for the information like stock codes, etc.) kept in the custody of the Purchaser and subject to lock-up period, the freely transferrable portion of such Consideration Shares (together with corresponding dividends, if any) after adjustment shall be delivered by the Purchaser to the Sellers, within 14 business days from the issuance and, if applicable, the adjustment under Article 4.3.2, of the audit report with respect to the price adjustment period. The Purchaser shall make every effort to cause the relevant portion of the Consideration Shares to be delivered to the Sellers in accordance with
the foregoing. Such Consideration Shares delivered to the Sellers shall have equal rights as the shares issued by the Purchaser in all respects, and shall be freely transferable.”
2. Except for the parts subject to amendment, the remaining of the Agreement shall continue to be effective.
3. The Supplementary Agreement shall constitute an integral part of the Agreement.
IN WITNESS WHEREOF, the Parties hereto have executed this Supplementary Agreement as of the date fist above written.
This is the signature page. No text below.
Sellers |
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[Affixed with common seal] | |
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For and on behalf of |
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KING REACH LIMITED |
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[Affixed with company chop] |
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/s/ Xxxxx Xxx Xxxx |
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Authorised Signature (s) |
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For and on behalf of |
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King Reach Limited |
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Signed before |
/s/ Chu Hei |
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(company seal) |
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For and on behalf of |
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GREATFAITH GROUP LIMITED |
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[Affixed with company chop] |
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[Affixed with common seal] | |
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/s/ Xxxxx Xxx Xxxx |
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Authorised Signature (s) |
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For and on behalf of |
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Great Faith Group Limited |
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For and on behalf of |
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Great Faith Group Limited |
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Signed before |
/s/ Chu Hei |
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(company seal) |
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[Affixed with company chop] |
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[Affixed with common seal] | |
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/s/ Xxxxx Xxx Xxxx |
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Authorised Signature (s) |
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For and on behalf of |
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ALLSTRONG INVESTMENTS LIMITED |
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Signed before |
/s/ Chu Hei |
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(company seal) |
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Purchaser |
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For and on behalf of |
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[Affixed with common seal] | |
VODone LIMITED |
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[Affixed with company chop] |
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/s/ Sin Xxxxxxxx |
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Authorised Signature (s) |
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For and on behalf of |
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VODone Limited |
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/s/ Xxx Xxx Chi | |
Signed before |
/s/ Chu Hei |
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XXX XXX CHI |
(company seal) |
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Solicitor Hong Kong SAR | |
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Xxxxx Day | |
Annex I
Name of Shareholder |
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Stock Code |
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Number of Consideration |
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King Reach Limited |
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150939 |
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30,293,333 |
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King Reach Limited |
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150941 |
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30,293,334 |
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Greatfaith Group Limited |
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150937 |
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2,781,778 |
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Greatfaith Group Limited |
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150938 |
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2,781,778 |
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Allstrong Investments Limited |
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150935 |
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521,333 |
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Allstrong Investments Limited |
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150934 |
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521,333 |
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