AMENDMENT AGREEMENT
Exhibit 99.23
AMENDMENT AGREEMENT (this “Amendment”) is made as of June 17, 2013 by and among Skipper Holdings Limited, a corporation formed under the laws of the Cayman Islands (“Holdco”), Skipper Limited, a corporation formed under the laws of the Cayman Islands and a wholly owned subsidiary of Holdco (“Parent”), and each of the Rollover Shareholders and Shareholders.
WHEREAS, reference is made to the Rollover Agreement (“Rollover Agreement”) dated as of May 12, 2013, by and among Holdco, Parent and each of the stockholders of AsiaInfo-Linkage, Inc., a Delaware corporation (the “Company”) set forth on Schedule 1 thereto under the column titled “Rollover Shareholders” (each, a “Rollover Shareholder”, and collectively, the “Rollover Shareholders”);
WHEREAS, reference is made to the Voting Agreement (“Voting Agreement”, and together with the Rollover Agreement, the “Agreements”) dated as of May 12, 2013, by and among Holdco, Parent and each of the stockholders of the Company set forth on Schedule 1 thereto under the column titled “Shareholders” (each, a “Shareholder”, and collectively, the “Shareholders”);
WHEREAS, subsequent to the execution and delivery of the Agreements, Jian (Xxxxx) Ding noted that his number of Rollover Shares and Covered Shares set forth in the Rollover Agreement and Voting Agreement, respectively, was incorrect;
WHEREAS, subsequent to the execution and delivery of the Agreements, Xxxxxxxx Xxx requested the consent of Parent and Holdco to sell 450,737 of his Covered Shares (such shares, the “Transferred Shares”) on the open market; and
WHEREAS, pursuant to section 4.08 of the Rollover Agreement and Section 5.08 of the Voting Agreement, the parties desire to make certain amendments to the Agreements to restate the correct number of Rollover Shares and Covered Shares of Jian (Xxxxx) Ding, and pursuant to Section 4.01 of the Voting Agreement, Parent and Holdco desires to provide its consent for the requested sale of up to a number of shares equal to the Transferred Shares by Xxxxxxxx Xxx.
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1. Definitions. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Agreements, as applicable.
SECTION 2. Amendments.
(a) Each of Holdco, Parent and the Rollover Shareholders agree that Schedule 1 to the Rollover Agreement shall be replaced with the Schedule set forth in Annex A hereto, and the terms, “Rollover Shares” and “Holdco Shares” in the Rollover Agreement, shall refer to such number of shares as set forth in such attached Schedule. For the avoidance of doubt, the representations and warranties of Jian (Xxxxx) Ding set forth in Section 2.02 of the Rollover Agreement shall be deemed to refer to such terms as amended by this Amendment.
(b) Each of Holdco, Parent and the Shareholders agree that Schedule 1 to the Voting Agreement shall be replaced with the Schedule set forth in Annex B hereto, and the term, “Covered Shares” in the Voting Agreement, shall refer to such number of shares as set forth in such attached Schedule. For the avoidance of doubt, the representations and warranties of Jian (Xxxxx) Ding set forth in Article 2 of the Voting Agreement shall be deemed to refer to such term as amended by this Amendment.
SECTION 3. Consent. Parent and Holdco hereby consent to the sale by Xxxxxxxx Xxx of the Transferred Shares on the open market, provided that in consideration therefor, Xxxxxxxx Xxx hereby represents and warrants to Parent as of the date hereof, each of the representations and warranties set forth in Article 2 of the Voting Agreement with respect to himself, except to the extent of any actual transfer of Transferred Shares for which Parent and Holdco have given their consent pursuant hereto.
SECTION 4. Effect of Amendments. Except as provided herein, each of the Agreements shall remain unchanged, and the Agreements as amended hereby shall continue in full force and effect. After the date hereof, all references to the “Agreement” in each of the Agreements shall refer to such Agreement as amended by this Amendment. This Amendment shall not constitute an amendment to or waiver of any right or remedy other than to the extent expressly set out herein.
SECTION 5. Miscellaneous. Section 5.03 (Governing Law; Consent to Jurisdiction), 5.04 (Waiver of Trial by Jury), 5.05 (Binding Effect; Assignment) and 5.06 (Counterparts) of the Voting Agreement shall apply mutatis mutandis to this Amendment.
[signature pages follow]
2
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.
HOLDCO AND PARENT | ||
SKIPPER HOLDINGS LIMITED | ||
By: | /s/ Xx Xxxx | |
Name: | Xx Xxxx | |
Title: | Authorised Signatory |
SKIPPER LIMITED | ||
By: | /s/ Xx Xxxx | |
Name: | Xx Xxxx | |
Title: | Authorised Signatory |
ROLLOVER SHAREHOLDERS AND SHAREHOLDERS |
XXXXXX XXXX |
/s/ Xxxxxx Xxxx |
PACIFICINFO LIMITED | ||
By: | /s/ Xxxxxx Xxxx | |
Name: | Xxxxxx Xxxx | |
Title: | Director |
[signature page to Amendment]
XXXX XXX KONG |
/s/ Xxxx Xxx Kong |
JIAN (XXXXX) DING |
/s/ Jian (Xxxxx) Ding |
NEW MEDIA CHINA INVESTMENT I, LTD. | ||
By: | /s/ Jian (Xxxxx) Ding | |
Name: | Jian (Xxxxx) Ding | |
Title: | Director |
XXXXX XXXXX |
/s/ Xxxxx Xxxxx |
OTHER SHAREHOLDERS |
JUN (XXXXXXX) WU |
/s/ Jun (Xxxxxxx) Xx |
XXXXXX JIN |
/s/ Xxxxxx Xxx |
[signature page to Amendment]
XXXXXXXX XXX |
/s/ Xxxxxxxx Xxx |
[signature page to Amendment]
Annex A
Schedule 1 to Rollover Agreement
Rollover Shareholder Contribution/Issuance of Holdco Shares
Rollover Shareholder |
Rollover Shares | Holdco Shares | ||||||
Xxxxxx Xxxx |
3,158,029 | 1 | 3,158,029 | |||||
Xxxx Xxx Kong |
2,087,704 | 2 | 2,087,704 | |||||
PacificInfo Limited |
1,493,943 | 1,493,943 | ||||||
Jian (Xxxxx) Ding |
903,187 | 3 | 903,187 | |||||
New Media China Investment I, Ltd. |
96,000 | 96,000 | ||||||
Xxxxx Xxxxx |
104,904 | 4 | 104,904 |
1 | Includes 3,154,029 Company Shares directly held by Xx. Xxxx and 4,000 Company Shares held in a revocable trust for the benefit of Xx. Xxxx’x daughter, Xxxxxxxxx Xxxx. Excludes restricted stock units held by Xx. Xxxx representing 6,697 Company Shares that will vest on August 7, 2013, 2,087,704 Company Shares held by Xx. Xxxx’x spouse Xx. Xxxx Xxx Kong and 1,493,943 Company Shares held by PacificInfo Limited, which is wholly owned by Xx. Xxxx. |
2 | Excludes 3,154,029 Company Shares directly held by Ms. Kong’s spouse, Xx. Xxxxxx Xxxx, restricted stock units held by Xx. Xxxx representing 6,697 Company Shares that will vest on August 7, 2013, 4,000 Company Shares held in a revocable trust for the benefit of Xx. Xxxx’x daughter, Xxxxxxxxx Xxxx, and 1,493,943 Company Shares held by PacificInfo Limited, which is wholly owned by Xx. Xxxx. |
3 | Includes 903,187 Company Shares held directly by Xx. Xxxx. Excludes 96,000 Company Shares held by New Media China Investment I, Ltd., which is wholly owned by Xx. Xxxx, and restricted stock units held by Xx. Xxxx representing 6,697 Company Shares that will vest on August 7, 2013. |
4 | Excludes 131,250 Company Shares issuable upon exercise of options held by Xx. Xxxxx. |
Annex B
Schedule 1 to Voting Agreement
Shareholders
Shareholder |
Covered Shares | |||
Xxxxxx Xxxx |
3,158,029 | 1 | ||
Xxxx Xxx Kong |
2,087,704 | 2 | ||
PacificInfo Limited |
1,493,943 | |||
Jian (Xxxxx) Ding |
903,187 | 3 | ||
New Media China Investment I, Ltd. |
96,000 | |||
Xxxxx Xxxxx |
104,904 | 4 | ||
Jun (Xxxxxxx) Wu |
35,000 | 5 | ||
Xxxxxx Xxx |
53,334 | 6 | ||
Xxxxxxxx Xxx |
506,374 | 7 |
1 | Includes 3,154,029 Company Shares directly held by Xx. Xxxx and 4,000 Company Shares held in a revocable trust for the benefit of Xx. Xxxx’x daughter, Xxxxxxxxx Xxxx. Excludes restricted stock units held by Xx. Xxxx representing 6,697 Company Shares that will vest on August 7, 2013, 2,087,704 Company Shares held by Xx. Xxxx’x spouse Xx. Xxxx Xxx Kong and 1,493,943 Company Shares held by PacificInfo Limited, which is wholly owned by Xx. Xxxx. |
2 | Excludes 3,154,029 Company Shares directly held by Ms. Kong’s spouse, Xx. Xxxxxx Xxxx, restricted stock units held by Xx. Xxxx representing 6,697 Company Shares that will vest on August 7, 2013, 4,000 Company Shares held in a revocable trust for the benefit of Xx. Xxxx’x daughter, Xxxxxxxxx Xxxx, and 1,493,943 Company Shares held by PacificInfo Limited, which is wholly owned by Xx. Xxxx. |
3 | Includes 903,187 Company Shares held directly by Xx. Xxxx. Excludes 96,000 Company Shares held by New Media China Investment I, Ltd., which is wholly owned by Xx. Xxxx, and restricted stock units held by Xx. Xxxx representing 6,697 Company Shares that will vest on August 7, 2013. |
4 | Excludes 131,250 Company Shares issuable upon exercise of options held by Xx. Xxxxx. |
5 | Excludes 22,000 Company Shares issuable upon exercise of options held by Xx. Xx. |
6 | Excludes 22,000 Company Shares issuable upon exercise of options held by Xx. Xxx. |
7 | Excludes 22,000 Company Shares issuable upon exercise of options held by Xx. Xxx. |