Exhibit 10.1
DATED THE 26TH DAY OF OCTOBER, 2003
CHINA WORLD TRADE CORPORATION
and
POWERTRONIC HOLDINGS LIMITED
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AMENDMENT TO SHARE PURCHASE AGREEMENT
DATED SEPTEMBER 3, 2002
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THIS AMENDMENT TO THE SHARE PURCHASE AGREEMENT DATED SEPTEMBER 3, 2003 (this
"Amendment") is made as of 26th October, 2003;
BETWEEN
(1) CHINA WORLD TRADE CORPORATION, a company incorporated in the State of
Nevada (the "Company"); and
(2) POWERTRONIC HOLDINGS LIMITED, an international business company formed
under the laws of the British Virgin Islands (the "Purchaser").
(Collectively the "parties" and individually a "party")
RECITALS
A. The Company and the Purchaser enter into a share purchase
agreement dated September 3, 2002 (the "Share Purchase
Agreement") whereby pursuant to the terms and conditions of
the Share Purchase Agreements, the Purchaser purchased an
aggregate of 1,000,000 newly issued shares of common stock of
the Company (the "Shares") with warrants to purchase an
additional 2,000,000 Shares (the "Warrants") for the
aggregated purchase price of US$500,000, or US$0.50 per
Shares.
B. The Company and the Purchaser wish to acknowledge and
confirm that the aggregate purchase price of US$500,000 for
the purchase of the Shares with Warrants in the Share Purchase
Agreement was intended to be US$800,000, with US$300,000 to be
paid in financial advisory and investment introductory
services provided by the Purchaser, in lieu of cash.
C. The Company and the Purchaser believe that certain
provisions of the Share Purchase Agreements should be amended
as provided herein.
THE PARTIES AGREE AS FOLLOWS:
1. This Amendment shall be effective as of September 3, 2002.
2. All capitalized terms not specifically defined herein shall have the same
meanings as defined in the Share Purchase Agreement.
3. The second paragraph of the WITNESSETH section shall be amended to reflect
an aggregate purchase price of "US$800,000".
4. Section 1.c. shall be deleted and replaced as follows:
"c. Consideration. As consideration for the Company Shares and the
Warrants, the Purchaser agrees to pay to the Company on or within 60 days of the
Closing Date the purchase price of US$0.80 per Company Share with Warrant or an
aggregate purchase price of US$800,000 (the "Consideration") to be paid for (i)
500,000 in cash and (ii) US$300,000 in Financial Advisory and Investment
Introductory Services Fee to be provided by the Purchaser. The Company hereby
acknowledges and confirms that as of the date of this Agreement, the Purchaser
has advanced and paid US$500,00 in cash of the Consideration to the Company."
5. A new Section 1.d shall be added as follows:
"d. Financial Advisory and Investment Introduction Services. the
Purchaser shall perform financial advisory and investment introductory services
for the Company, which shall include, but is not limited to, advising the
Company on, corporate structuring, capital sourcing, general business planning,
mergers and acquisitions and other business combinations and includes
introducing to the Company potential investor in the share capital of the
Company (the "Services"). On the successful introduction by the Purchaser of a
third party investor to the Company, who gives a firm commitment to invest a
minimum of US$1,500,000 in the share capital of the Company, the Company will be
obligated to pay a financial advisory and investment introduction services fee
in the amount of US$300,000 (the "Financial Advisory and Investment Introduction
Services Fee") to the Purchaser.
6. Section 5.b.(ii), (iii) and (iv) shall be deleted in their entirety.
7. This agreement may be signed in counterparts each of which will be deemed
an original.
IN WITNESS WHEREOF, the parties to this Amendment have executed this
Agreement as of the day and year first above written.
Company: CHINA WORLD TRADE CORPORATION,
a company formed under the laws of the State
of Nevada
By: /s/ Xxxx Xxx
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Purchaser: POWERTRONIC HOLDINGS LIMITED,
an international business company formed under
the laws of the British Virgin Islands
By: /s/ Xxxxx Xxxx
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Signature
