Amendment to Stock Purchase Agreement and Share Exchange
Amendment
to Stock Purchase Agreement and Share Exchange
This
Amendment to the Stock Purchase Agreement and Share Exchange (the “Amendment”)
dated November 28, 2006, by and among Artcraft V., Inc., a Delaware Corporation
with its principle place of business located at Baimang Checking Station
1st
Building, South Mountiain Xili Town, Shenzhen, People’s Republic of China
(“Artcraft”), Top Interest International Limited, a BVI Corporation with its
principle place of business at Wondial Xxxxxxxx, 0 Xxxxx Xxxx xxxx, Xxxx-Xxxx
Xxxxxxxxxx Xxxxx Shennan Road, Shenzhen , People’s Republic of China (“Top
Interest”), and Zu Da Xu, the sole shareholder of Top Interest (the
“Shareholder,” and collectively with Top Interest and Artcraft, the
“Parties”).
RECITALS:
A. WHEREAS,
Artcraft
and Top Interest entered into a Stock Purchase Agreement and Share Exchange
dated November 7, 2005, (the “Agreement”), whereby Artcraft acquired all of the
outstanding shares of Top Interest and Top Interest became a wholly owned
subsidiary of Artcraft and in connection therewith Artcraft issued 10,000,000
shares of Common stock to Top Interest.
B. WHEREAS,
all of
the parties to the Agreement desire to amend the terms of the Agreement as
set
forth herein.
NOW,
THEREFORE, in consideration of the mutual promises contained in this Amendment
and other valuable consideration, the receipt of which is acknowledged, the
parties to this Agreement agree as follows:
| 1. |
Section
3.2 Issuance of Artcraft Common Shares
-
The terms of Section 3.2 of the Agreement are hereby stricken, removed
and
caused to have no effect as between the Parties. Section 3.2 is hereby
amended to read as follows:
|
In
exchange for all of the Top Interest Common Shares tendered pursuant to Section
3.1, Artcraft shall issue to Zu
Da Xu,
the
sole
shareholder of Top Interest, 10,000,000 shares of Artcraft Common Stock. Such
shares are restricted in accordance with Rule 144 of the 1933 Securities
Act.
| 2. |
Remainder
of the Agreement
-
any portion of the Agreement not so specifically amended in this Amendment
shall remain the same. Nothing in this Amendment shall be construed
as to
limit any other section of the Agreement, PROVIDED THAT, any conflict
between any section of the Agreement and this Amendment shall be construed
so as this Amendment is the controlling
document.
|
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
IN
WITNESS WHEREOF,
the
parties hereto have caused this Amendment to be executed entered into as of
the
date first above written.
ARTCRAFT
V CORP
By:
/s/
Li
Te Xxxx
Xx
Xx
Xxxx, President
TOP
INTEREST INTERNATIONAL LIMITED
By:
/s/
Xxxxx Yanhong
Xxxxx
Xxxxxxx Xx, President
/s/
Zu
Da Xu
Zu
Da Xu,
Individually
