AN AMENDMENT AGREEMENT is made on June 29, 2006
EXHIBIT 10.2
AN AMENDMENT AGREEMENT is made on June 29, 2006
AMONG
(1) BEIJING XINYUAN TIANYU TECHNOLOGIES CO., LTD. (北京信源天宇科技有限公司), with limited liability established and existing pursuant to the laws of the PRC whose registered office is at Room 312, Shunpinda Bus Terminal, 8 Chuangxin Road, Beijing Changping Technology Xxxx, Beijing, PRC;
(2) BEIJING ZHANHENG JIYUAN SOFTWARE TECHNOLOGIES CO., LTD. (北京展恒纪元软件技术有限公司), with limited liability established and existing pursuant to the laws of the PRC whose registered office is at Room 305, Shunpinda Bus Terminal, 8 Chuangxin Road, Beijing Changping Technology Xxxx, Beijing, PRC;
(3) BEIJING SIHITECH CO., LTD. (北京宇xx泰科技发展有限公司), a company with limited liability established and existing pursuant to the laws of the PRC whose registered office is at 0xx Xxxxx, Xxxxx X, Xxxxxxx Financial Trust Building, 5 Anding Road, Chaoyang District, Beijing, 100029, PRC;
(4) AHEAD BILLION VENTURE LIMITED, a company incorporated under the laws of the British Virgin Islands whose registered office is at TrustNet Chambers, P.O. Box 3444, Road Town, Tortola, British Virgin Islands; and
(5) INDIVIDUAL SHAREHOLDERS listed in Appendix A.
WHEREAS
The Parties have signed an agreement for sale and purchase of equity interest of Beijing Sihitech Co., Ltd. as of December 20, 2005 (the Sihitech SPA).
IT IS AGREED as follows:
1 The Parties agree that Section 11.1(c) of the Sihitech SPA shall be amended to read as follows:
“(c) by either the Purchaser or the Vendors, if the Closing or the closing for the acquisition of e-Channels by e-Channels BVI has not occurred by November 24, 2006 (or such other date as may be extended from time to time by written agreement of the Purchaser and Vendors); provided, however, that the right to
terminate this Agreement under this Section 11.1(c) shall not be available to any Party that is then in breach of any of its covenants, representations or warranties in this Agreement;”
2 The Parties agree that except as amended hereby, the provisions of the SPA are confirmed and shall remain unchanged and shall continue in full force and effect.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above.
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BEIJING ZHANHENG JIYUAN |
AHEAD BILLION VENTURE |
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By: |
/s/ HONG Weidong |
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By: |
/s/ HONG Weidong |
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Name: HONG Weidong |
Name: HONG Weidong |
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Title: |
Title: |
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BEIJING
XINYUAN TIANYU |
INDIVIDUAL SHAREHOLDERS |
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By: |
/s/ HONG Weidong |
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By: |
/s/ HONG Weidong |
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Name: HONG Weidong |
Name: HONG Weidong |
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Title: |
Authorized Representative |
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BEIJING SIHITECH CO., LTD. |
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By: |
/s/ HONG Weidong |
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Name: HONG Weidong |
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Title: |
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2
APPENDIX A
INDIVIDUAL SHAREHOLDERS
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Shareholders’ Name |
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Contribution in Registered Capital |
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Hong Weidong |
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9.5 (47.5%) |
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Wu Hong |
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3.6 (18%) |
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Wang Yanmei |
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0.9 (4.5%) |
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Liu Xin |
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0.5 (2.5%) |
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Fan Qinghua |
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0.8 (4%) |
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Zheng Chun |
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0.6 (3%) |
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Li Yuan |
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0.4 (2%) |
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Li Shixin |
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0.4 (2%) |
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Zhao Yiyong |
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0.3 (1.5%) |
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Li Feng |
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0.2 (1%) |
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Liu Wei |
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0.2 (1%) |
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Ma Gehua |
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1 (5%) |
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He Changqing |
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0.6 (3%) |
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Su Yong |
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1 (5%) |
3
