AMENDMENT TO SALE AND PURCHASE AGREEMENT
Exhibit 3
AMENDMENT TO SALE AND PURCHASE AGREEMENT
THIS AMENDMENT TO SALE AND PURCHASE AGREEMENT is made as of September 05, 2007, by and among
Beijing Holding Limited (the “Vendor”), a company incorporated in Hong Kong with limited liability
and whose registered office is situated at Xxxx 0000, 00/X., Xxxxxxx Xxxxx, 00 Xxxxxxx Xxxx,
Xxxxxxx, Xxxx Xxxx; and China Biotech Holdings Limited (the “Purchaser”), a company incorporated in
the British Virgin Islands and whose registered office is situated at the Trident Xxxxxxxx, X.X.
Xxx 000, Xxxx Xxxx, Xxxxxxx, Xxxxxxx Xxxxxx Xxxxxxx.
WHEREAS, the Vendor and the Purchaser are parties (“Parties”) to a Sale and Purchase Agreement
dated as of April 12, 2007 (“Sale and Purchase Agreement”, or “SPA”), pursuant to which the Vendor
agrees to sell 709,323 Shares (“SPA Sale Shares”) for total amount of US$2,837,292 (“SPA
Consideration”), and the Purchaser agrees to purchase the SPA Sale Shares; and
WHEREAS, the Parties wish to amend and revise the Sale and Purchase Agreement by changing the
number of the SPA Sale Shares and thus the SPA Consideration thereunder;
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and
other good and valuable consideration receipt of which is hereby acknowledged, the Vendor and the
Purchaser hereby agree as follows:
1. Definitions
Capitalized terms used but not defined herein shall have the meanings assigned to in the Sale and
Purchase Agreement.
2. Amendments
The Share and Purchase Agreement is hereby amended as follows:
| (a) | The definition of “Completion Date” set out in Clause 1.1 shall be revised as follows: |
“Completion Date” means date of Completion, which shall be on or before March 10, 2008, or
such other date as the parties may agree, subject to the potential postponement in accordance with
Clause 6.2(a).
| (b) | The definition of “SPA Sale Shares” set out in Clause 1.1 shall be revised as follows: |
“SPA Sale Shares” means 1,000,000 issued and fully paid-up ordinary shares of US$0.01 each in
the capital of the Issuer which are beneficially owned by, and to be sold to the Purchaser by, the
Vendor.
| (c) | The Clause 4 shall be revised as follows: |
4.1 The consideration shall be US$4,000,000 being US$4.00 per SPA Sale Share, which
shall be settled on the Completion Date in a manner as agreed by the Vendor and the Purchaser.
| (d) | The Clause 20 “Directorship” shall be deleted at its entirety. |
3. No Further Amendment
Except as specifically set out herein, the Sale and Purchase Agreement shall not be otherwise
amended or modified, and shall continue in full force and effect as amended.
IN WITNESS WHEREOF, this Amendment to Sale and Purchase Agreement is executed as of the day and
year first written above.
SIGNED by
|
) | /s/ Xxxx Xx | ||||
For and on behalf of
|
) | |||||
BEIJING HOLDINGS LIMITED
|
) | |||||
in the presence of:
|
) | |||||
SIGNED by
|
) | /s/ Xxxx Xx | ||||
For and on behalf of
|
) | |||||
CHINA BIOTECH HOLDINGS LIMITED
|
) | |||||
in the presence of:
|
) |
2
