EXHIBIT 2
DATED THE 28TH DAY OF SEPTEMBER 2000
------------------------------------
OEI HONG XXXXX
and
CHIP LIAN INVESTMENTS (HK) LIMITED,
CALISAN DEVELOPMENTS LIMITED
and
SANION ENTERPRISES LIMITED
and
POWERVOTE TECHNOLOGY LIMITED
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SUPPLEMENTAL AGREEMENT
for the sale and purchase of shares in
China Internet Global Alliance Limited
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THIS SUPPLEMENTAL AGREEMENT is made on the 28th day of September 2000.
BETWEEN:
1. OEI HONG XXXXX (HKID Card No. X000000(0)) of 52nd Floor, Bank of China
Tower, 0 Xxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx (the "Vendor Guarantor");
2. CHIP LIAN INVESTMENT (HK) LIMITED, CALISAN DEVELOPMENTS LIMITED and
SANION ENTERPRISES LIMITED, whose principal place of business is at 2nd
Floor, Bank of China Tower, 0 Xxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx
(collectively the "Vendor"); and
3. POWERVOTE TECHNOLOGY LIMITED, a company incorporated in British Virgin
Islands whose place of business is at 7th Floor, Xxxx X. Centre, 00
Xxxx Xx Xxxx, Xxxx Xxxx, Xxxxxxx, Xxxx Xxxx (the "Purchaser").
WHEREAS:
(A) The parties hereto have entered into a sale and purchase agreement on
the 26th September 2000 ("the SP Agreement"). Terms defined therein
shall have the same meaning hereto unless otherwise provided.
(B) The parties hereto have agreed to vary certain terms of the SP
Agreement as hereinafter provided.
NOW IN CONSIDERATION OF THE FOREGOING, THE PARTIES HERETO AGREED as follows:
1. AMENDMENTS TO THE SP AGREEMENT
(a) RECITAL C
The definition of Sale Shares shall be amended from 1,608,800,000 to
532,600,000.
(b) RECITAL E
A new recital E will replace the existing one to read as follows:
"The Purchaser is a private company beneficially owned by Hanny
Holdings Limited ("Hanny"). Xxxxx is a public company listed on the
Stock Exchange."
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(c) RECITAL F
A new recital F will be added as follows:
"An agreement dated 28th September 2000 (the "Hutch Agreement") has
been entered into between Namble Limited as the vendor ("Namble") and
the Purchaser as the purchaser, whereby Namble has agreed to sell
271,800,000 shares of the Company to the Purchaser ("Hutch's Shares")."
(d) RECITAL G
A new recital G will be added as follows:
"An agreement dated 28th September 2000 (the "Xxxx X. Agreement") has
been entered into between the Vendor Guarantor, the Vendor and Great
Decision Limited ("Great Decision") whereby the Vendor Guarantor has
procured the Vendor to sell to Great Decisions 804,400,000 shares of
the Company ("Xxxx Y's Shares")."
(e) CLAUSE 1.1
Clause 1.1 shall be amended so that the whole paragraph should now
read:
"Completion of this Agreement shall be conditional upon clearance from
the Securities and Futures Commission that a general offer will not be
required to be made by the Purchaser or Great Decision in respect of
all the shares of the Company apart from the Sale Shares, Xxxx Y's
Shares and the Hutch's Shares and the Stock Exchange not having
notified the Company that its listing will or may be withdrawn at, on
or as a result of completion of this Agreement, the Xxxx X. Agreement
or the Hutch Agreement save for the reason that there will be
insufficient public interests or holding of the shares of the Company
under Chapter 8 of the Listing Rules."
(f) CLAUSE 1.2
The phrase "or otherwise not waived by the Purchaser" shall be deleted
in its entirety.
(g) CLAUSE 1.4
A new clause 1.4 will be added to replace the existing one to read as
follows:
"Subsequent to the satisfaction of the conditions set out in Clause
1.1, the Vendor and the Vendor Guarantor shall undertake to place down
(after deduction on the amount o the Xxxx Y's Shares being sold by the
Vendor) the remaining 796,213,585 shares of the Company to independent
third parties on or prior to the Completion Date."
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(h) CLAUSE 1.5
A new clause 1.5 will be added to read as follows:
"Subject to the satisfaction of the conditions precedent in Clause 1.1,
Completion of the Sale Shares shall be conditional upon the
simultaneous completion of the Xxxx X. Agreement."
(i) CLAUSE 2.1
The purchase consideration shall be amended from HK$1,287,040,000
representing HK$0.80 per Sale Share to HK$426,080,000 representing
HK$0.80 per Sale Share.
(j) CLAUSE 2.2
(i) The phrase "or specifically waived by the Purchaser" shall
be deleted in its entirety.
(ii) The amount of the Deposit shall be amended from HK$128,704,000
to HK$51,272.000.
(k) CLAUSE 3.2(a)(i)
The amount for the banker's draft shall be amended from HK$514,816,000
to HK$161,768,000.
(l) CLAUSE 3.2(a)(ii)
The amount for the promissory note shall be amended from HK$643,520,000
to HK$213,040,000.
2. OTHER TERMS AND CONDITIONS
Save and except as hereby modified, all other terms and conditions
contained in the SP Agreement shall remain in full force and effect in
all respect.
3. GOVERNING LAW & JURISDICTION
This Agreement and the rights and obligations of the parties hereunder
shall be governed by and construed and interpreted in all respects in
accordance with the laws of Hong Kong SAR, and the parties hereto
hereby irrevocably submit to the non-exclusive jurisdiction of the Hong
Kong SAR Courts.
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IN WITNESS whereof the parties hereto have executed this Agreement the day and
year first above written.
SIGNED by XXX Xxxx Xxxxx /s/ XXX XXXX XXXXX
in the presence of: ---------------------------------
/s/
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SIGNED by /s/ XXX XXXX XXXXX
---------------------------------
for and on behalf of
Chip Lian Investments (HK) Limited
in the presence of:
/s/
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SIGNED by /s/ XXX XXXX XXXXX
---------------------------------
for and on behalf of
Calisan Developments Limited
in the presence of:
/s/
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SIGNED by /s/ XXX XXXX XXXXX
---------------------------------
for and on behalf of
Sanion Enterprises Limited
in the presence of:
/s/ Xxx Xxxx Xxxxx
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SIGNED by /s/ XXX XXX
---------------------------------
for and on behalf of
Powervote Technology Limited
in the presence of:
/s/ XXX XXX
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/s/ XXXX XXX
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/s/
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