An Amendment Agreement made as of the 31st day of July, 2007 Among
Exhibit
4.1
An
Amendment Agreement made
as
of the 31st day of July, 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 INTERNATIONAL 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,
P.O. Box
3444, Road Town, Tortola, British Virgin Islands;
|
|
(6)
|
SHINING
GROWTH 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;
and
|
|
(7)
|
YUCHENG
TECHNOLOGIES LIMITED,
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
Corporation.
|
|
(9)
|
XXXX
XXXXXX
|
|
(10)
|
XXXXX
XX
|
|
(11)
|
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
that by
this amendment, the SPA, as previously amended is confirmed and the following
further amendments to the SPA are hereby agreed:
|
1.
|
Section
2.2(b)(ii)(1) is hereby amended to change the amounts “Five million
($5,000,000),…” to “Four million nine hundred sixty thousand
($4,960,000),…” and “…$34,500,000 in gross proceeds…” to “…$34,250,000 in
gross proceeds…” It is agreed by the parties to the SPA that the CUAQ Sub
and Vendors had substantially fulfilled their respective obligations
under
this provision to effect the warrant call, however, in connection
with the
reduction of the financing target there is a pro rata reduction
in the
additional purchase consideration.
|
|
3.
|
Section
2.3 is hereby modified by deleting the introduction up until the
table of
years, and substituting the following:
|
|
“After
the Closing, as additional Purchase Consideration to the Vendors
for the
acquisition of Sihitech BVI and e-Channels BVI, the Vendors on
a pro rata
basis, based on the amount of consideration shares issued on November
24,
2006, will be entitled to receive an aggregate of 952,832 shares
of stock
of CUAQ Sub each year, for four years beginning in calendar year
2008, if
CUAQ Sub achieves net profits of the following scheduled amounts
according
to the financial statements audited each year in accordance with
U.S.
GAAP, where “net income” shall be determined for this purpose only, as net
income determined on the basis of U.S. GAAP, plus the amortization
expenses related to the acquisition of e-Channels:”
|
|
|
4.
|
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
|
|
|
For
and on behalf of
|
||
|
/s/
Xxxx Xxxxxx
|
Yucheng
Technologies Limited
|
|
|
Xxxx
Xxxxxx
|
||
|
By:
/s/ Xxxx Xxxxxx
|
||
|
Name:
Xxxx Xxxxxx
|
||
|
/s/
Xxxxx Xxxxxxxxx
|
Title:
Director
|
|
|
Xxxxx
Xxxxxxxxx
|
||
|
/s/
Xxxxx Xx
|
||
|
Xxxxx
Xx
|
||
