GLORY GOAL INVESTMENTS LIMITED, ADMIRE FAME INVESTMENTS LIMITED, GAIN HUGE INVESTMENTS LIMITED, SPLENDID FORTUNE INVESTMENTS LIMITED AND KO YIN
Exhibit
10.3
Date:
3
October 2005
GLORY
GOAL INVESTMENTS LIMITED,
ADMIRE
FAME INVESTMENTS LIMITED,
GAIN
HUGE INVESTMENTS LIMITED,
SPLENDID
FORTUNE INVESTMENTS LIMITED
AND
KO
YIN
PRESENT
Dear
Sir
Sale
and Purchase of
325
Shares in Beijing Illumination (Hong Kong) Limited
AND
Deed
for the Grant of Options over
385
Shares in Beijing Illumination (Hong Kong) Limited
We
refer to the sale and purchase agreement (the “Agreement”)
dated 27 September 2005 entered into by Global Innovative Systems Inc.
(“GIS”),
Glory Goal Investments Limited and Xx Xxx for the sale and purchase of 325
shares in Beijing Illumination (Hong Kong) Limited and the deed (the
“Option
Deed”)
dated 27 September 2005 executed by GIS, Admire Fame Investments Limited, Gain
Huge Investments Limited, Splendid Fortune Investments Limited and Xx Xxx for
the grant of options over up to 385 shares in Beijing Illumination (Hong Kong)
Limited.
Unless
otherwise requires, capitalised terms and expressions defined or to which a
meaning is assigned in the Agreement and the Option Deed (as the case may be)
shall have the same meanings when used herein.
For
value
received, we hereby agree to amend and supplement the Agreement and the Option
Deed by the inclusion of the following provisions into the Agreement and the
Option Deed (to the extent as applicable):
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1.
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Amendments
to the Agreement
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1.1
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The
Vendor acknowledges and agrees that the Consideration Shares will
be
issued and allotted pursuant to a safe harbour from the prospectus
and
registration requirements of the United States Securities Act of
1933 (as
amended) (the “Securities
Act”).
The Vendor agrees to abide by all applicable resale restrictions
and hold
periods imposed by all applicable securities legislation. The share
certificate representing the Consideration Shares issued and allotted
on
Completion will be endorsed with the following legend pursuant to
the
Securities Act in order to reflect the fact that the Consideration
Shares
will be issued and allotted to the Vendor pursuant to a safe harbor
from
the prospectus and registration requirements of the Securities
Act:
|
16/F. |
Hang
Seng Mongkok Building
| 000
Xxxxxx Xxxx x
Xxxxxxx x
Xxxxxxx x
Xxxx
Xxxx
0000
Xxxxxxx Xxx |
PO
Box 9754
| Bellingham |
Washington
| 98227-9754
USA
t:
888.852.8838
f:
360.671.0896
e:
xxxx@xxxxx.xxx
w:
xxx.xxxxx.xxx
“THE
SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION
TO A
PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION
S
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”).
NONE
OF
THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT,
OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED
OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR
TO
U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER
THE
SECURITIES ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
EACH
CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION,
HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
COMPLIANCE WITH THE SECURITIES ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS
DEFINED BY REGULATION S UNDER THE SECURITIES ACT.”
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1.2
|
The
Vendor may exchange its certificate representing the Consideration
Shares
by delivering such certificate to the Purchaser duly executed and
endorsed
in blank (or accompanied by duly executed stock powers duly endorsed
in
blank), in each case in proper form for transfer, with signatures
guaranteed, and, if applicable, with all stock transfer and any other
required documentary stamps affixed thereto and with appropriate
instructions to allow the transfer agent to issue a certificate for
the
Consideration Shares to the holder thereof together with a Regulation
S
Investment Letter, a copy of which is attached to this
letter.
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1.3
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The
Vendor further acknowledges that the Consideration Shares issued
pursuant
to the terms and conditions set forth in the Agreement will have
such hold
periods as are required under applicable securities laws and as a
result
may not be sold, transferred or otherwise disposed, except pursuant
to an
effective registration statement under the Securities Act, or pursuant
to
an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in each case only in accordance
with all applicable securities
laws.
|
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2.
|
Amendments
to the Option Deed
|
|
2.1
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Each
of the
Grantors acknowledges and agrees that the Option Consideration Shares
will
be issued and allotted pursuant to a safe harbour from the prospectus
and
registration requirements of the Securities Act. Each
of the
Grantors agrees to abide by all applicable resale restrictions and
hold
periods imposed by all applicable securities legislation. The share
certificate representing the Option Consideration Shares issued and
allotted on Completion (as defined in the Option Deed) will be endorsed
with the legend set forth in paragraph 1.1 of this
letter.
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2.2
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|
Each
of the Grantors may
exchange its certificate representing the Option Consideration Shares
by
delivering such certificate to the Purchaser duly executed and endorsed
in
blank (or accompanied by duly executed stock powers duly endorsed
in
blank), in each case in proper form for transfer, with signatures
guaranteed, and, if applicable, with all stock transfer and any other
required documentary stamps affixed thereto and with appropriate
instructions to allow the transfer agent to issue a certificate for
the
Option Consideration Shares to the holder thereof together with a
Regulation S Investment Letter, a copy of which is attached to this
letter.
|
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2.3
|
Each
of the Grantors
further acknowledges that the Option Consideration Shares issued
pursuant
to the terms and conditions set forth in the Option Deed will have
such
hold periods as are required under applicable securities laws and
as a
result may not be sold, transferred or otherwise disposed, except
pursuant
to an effective registration statement under the Securities Act,
or
pursuant to an exemption from, or in a transaction not subject to,
the
registration requirements of the Securities Act and in each case
only in
accordance with all applicable securities
laws.
|
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2.4
|
Admire
Fame xxxxxx confirms, acknowledges and ratifies that references to
its
name in the Option Deed should read Admire Fame Investments
Limited.
|
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3.
|
Savings
|
Save
to the extent amended by this letter, all other provisions of the Agreement
and
the Option Deed shall remain in full force and effect.
|
4.
|
Governing
Law
|
Please
signify your consent for such amendments and supplements by signing, dating
and
returning the attached copy of this letter to us by hand. This letter, and
any
number of counterparts so signed, dated and returned, shall constitute one
and
the same instrument and is a supplemental agreement to the Agreement and a
supplemental deed to the Option Deed and is binding on all parties.
Yours
faithfully
For
and on behalf of
/s/
Xxxxx Tan
Name: Xxxxx
Xxx
Title: President
and Chief Executive Officer
*
* * * *
* * * * * * * * * * * * * * * * * * * * * * * * *
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Agreed
to the above:
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Signed,
sealed and delivered
|
)
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by
Xx
Xxx
|
)
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Signed
by
Xx
Xxx
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)
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for
and on behalf of
|
)
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Glory
Goal Investments Limited
|
)
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Sealed
with
the common seal of
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)
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and
Signed
by
Xx
Xxx
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)
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for
and on behalf of
|
)
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Admire
Fame Investments Limited
|
)
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Sealed
with
the common seal of
|
)
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and
Signed
by
Xx
Xxx
|
)
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for
and on behalf of
|
)
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Gain
Huge Investments Limited
|
)
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Sealed
with
the common seal of
|
)
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and
Signed
by
Xx
Xxx
|
)
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for
and on behalf of
|
)
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Splendid
Fortune Investments Limited
|
)
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in
the
presence of:
