AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
AMENDMENT
NO. 1 TO
This
Amendment No. 1 to Stock Purchase Agreement (this “Amendment No. 1”), dated June
23, 2009, is made by and among China Discovery Acquisition Corp., a Cayman
Islands exempted limited life company (“Purchaser”), HeNan Smart Food Company
Limited, a Chinese enterprise (the “Company”), Fenland Investments Limited
(“Fenland”), a British Virgin Islands company, and Calendar Profits Limited
(“Calendar”), a British Virgin Islands company, Honest Joy Group Limited
(“Honest Joy”), a British Virgin Islands company, (Fenland, Calendar and Honest
Joy each a “Seller,” and collectively, the “Sellers”), and Xx. Xxxx Youli
(“Wang”), the ultimate beneficial owner of 92% of the equity interests of the
Company and 100% of Fenland and amends the Stock Purchase Agreement by and among
the foregoing parties dated April 8, 2009 (the “Purchase
Agreement”). Any capitalized term not defined herein shall have the
meaning for such term specified in the Purchase Agreement.
In
consideration of the representations, warranties, covenants and agreements
herein contained and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:
1. The text
of Section 2.3(a) of the Purchase Agreement is hereby deleted in its entirety
and replaced with the following:
“Purchaser
shall purchase the Shares for 15,200,000 Purchaser Ordinary Shares (the
“Purchase Price”).”
2. This
Amendment No.1 may be signed by facsimile signatures and in any number of
counterparts, each of which shall be an original and all of which shall be
deemed to be one and the same instrument, with the same effect as if the
signatures thereto and hereto were upon the same instrument. A facsimile or electronic signature
shall be deemed to be an original signature for purposes of this Amendment No.
1.
3. This
Amendment No. 1 has been entered into in the State of New York. This
Amendment No. 1 shall be construed in accordance with and governed by the laws
of the State of New York, without giving effect to the conflict of laws
principles thereof. The parties hereto hereby irrevocably consent to
the exclusive jurisdiction of the state or federal courts sitting in the City of
New York, State of New York in connection with any controversy or claim arising
out of or relating to this Amendment No. 1t, or the negotiation or breach
thereof, and hereby waive any claim or defense that such forum is inconvenient
or otherwise improper. Each party hereby agrees that any such court
shall have in personam jurisdiction over it and consents to service of process
in any manner authorized by New York law.
4. This
Amendment No. 1 is intended to be in full compliance with the requirements for
an amendment to the Purchase Agreement as required by Section 14.3(a) of the
Purchase Agreement, and every defect in fulfilling such requirements for an
effective amendment to the Purchase Agreement is hereby ratified, intentionally
waived and relinquished by all parties hereto.
IN WITNESS WHEREOF, the
parties hereto have duly executed this Amendment No. 1 as of the day and year
first above written.
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By:
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Name:
Li Xxx Xxx
Title:Chairman
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By:
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Name:
Xxxxxxx Xxx
Title:CEO
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By:
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Name:
Xxxxxxxx Xxx
Title:
CFO
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[Company and Seller signature page
follows]
2
[Company and
Seller signature page]
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HENAN
SMART FOOD COMPANY
LIMITED
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By:
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Name:
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Xxxx
Xxxxx
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Title:
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Chairman
and Chief Executive Officer
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FENLAND
INVESTMENTS LIMITED
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By:
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Name:
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Xxxx
Xxxxx
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Title:
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Director
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CALENDAR
PROFITS LIMITED
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By:
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/s/ Pinger
Zhang
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Name:
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Pinger
Zhang
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Title:
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Director
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3
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HONEST
JOY GROUP LIMITED
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By:
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Name:
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X.
X. Xxxx
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Title:
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Director
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XXXX
XXXXX
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Xxxx
Xxxxx
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