Supplemental Business Purchase Framework Agreement by and between Loyalty Alliance Enterprise Corporation and I-Equity Management Limited March 17, 2012
Exhibit 2.3
Supplemental Business Purchase Framework Agreement
by and between
Loyalty Alliance Enterprise Corporation
and
I-Equity Management Limited
March 17, 2012
SUPPLEMENTAL BUSINESS PURCHASE FRAMEWORK AGREEMENT
This Supplemental Business Purchase Framework Agreement (this “Amendment”) is entered on March 17, 2012, by and between:
Party A:
Loyalty Alliance Enterprise Corporation, a company legally registered and validly existing in the Cayman Islands, with its registered address at Xxxxx 0000, 00/X, Xxxxxxx Xxxxx 00 Xxxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx; and
Party B:
I-Equity Management Limited, a company established and validly existing in the British Virgin Islands.
Party A and Party B are hereinafter referred to as the “Parties” collectively, and each a “Party”.
RECITALS
| 1. | The Parties entered into a Business Purchase Framework Agreement (the “Agreement”) on December 8, 2010 and later a supplement agreement to the Agreement (such supplement agreement together with the Agreement, the “Framework Agreement”). |
| 2. | Pursuant to the Framework Agreement, the Parties agree that Party B shall assist Party A or its designated affiliated company to acquire the current relevant business operated by Party B’s affiliated company and China Unicom in Ningbo and Chengdu, and other business established by Party B through its affiliated company and China Unicom for the term of fifteen (15) years after the Agreement is executed. |
Therefore, in order to clarify the obligations and rights of the Framework Agreement, the Parties agree to the following amendments:
| 1. | The Parties agree that the governing law and the dispute resolution clauses of the Framework Agreement shall be amended as follows with retrospective effect from the effective date of the Agreement: |
| (1) | Governing Law: The Framework Agreement is governed and construed by laws of the People’s Republic of China. |
-2-
| (2) | Dispute Resolution: The Parties shall try to settle any disputes or requests with respect to breach, termination or validity related to or arising from the Framework Agreement through friendly consultation. In case no settlement can be reached through the aforesaid consultation within 60 days after such consultation, each Party may submit such matter to Hong Kong International Chamber of Commerce in accordance with its then effective arbitration rules. The arbitration shall take place in Hong Kong. The arbitration tribunal shall consist of three arbitrators. The arbitration award shall be final and binding upon both Parties. The costs of arbitration shall be borne by the losing Party or in accordance with the arbitration award. In the process of settling any dispute, whether arbitration is in process, the Parties shall continue to perform any other provisions of the Framework Agreement that are not in dispute. |
| 2. | This Amendment is a supplement and a part of the Agreement, and has the same legal effect as the Agreement. |
| 3. | The Parties may enter into other supplemental agreements to supplement or amend the Agreement. |
| 4. | This Amendment is effective from the date that this Amendment is executed and/or sealed by authorized representative of each Party. |
| 5. | This Amendment is executed with two (2) original copies; each Party holds one (1) original copies and each original copy has the same legal effect. |
[No Text Below]
-3-
IN WITNESS THEREOF, the Parties of this Amendment have executed or caused their respective duly authorized representatives to execute this Amendment on the date first above written.
Party A:
Loyalty Alliance Enterprise Corporation
|
Authorized Representative: /s/ Xxxxxxx Xxx Name: Xxxxxxx Xxx Title: Chairman
Party B:
I-Equity Management Limited Authorized Representative: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Director |
-4-
