EXHIBIT 2.2
AMENDMENT NO. 1 TO
SHARE EXCHANGE AGREEMENT
THIS AMENDMENT NO. 1 TO SHARE EXCHANGE AGREEMENT (the "Amendment") is made
this 1st day of February, 2007 by and among BRONZE MARKETING, INC., a Nevada
corporation, as successor to BTHC III, Inc. (the "Parent"), XXXXX STEEL
TECHNOLOGY CO., LTD., a British Virgin Islands company (the "Company"), and the
Stockholders of the Company signatory hereto (the "Stockholders"). All
capitalized terms not otherwise defined herein shall have the meanings ascribed
to the same in the Share Exchange Agreement (as hereinafter defined).
WHEREAS, BTHC III, Inc., a Delaware corporation ("BTHC"), the Company
and the Stockholders entered into a certain Share Exchange Agreement, dated
as of September 7, 2006 (the "Share Exchange Agreement");
WHEREAS, BTHC, the Parent, the Company and the Stockholders entered into a
certain Assignment Agreement, dated as of November 7, 2006, whereby the Parent
agreed to assume all of BTHC's rights, obligations and duties under the Share
Exchange Agreement; and
WHEREAS, the Parent, the Company and the Stockholders desire to amend
certain terms of the Share Exchange Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:
1. Amendment to Share Exchange Agreement
A. The first paragraph of the Background Section of the Agreement is
hereby deleted and the following language is hereby inserted in its place:
"The Company has 50,000 shares of capital stock (the `Company
Stock') outstanding, all of which are held by the Stockholders. Each of
the Stockholders is the record and beneficial owner of the number of
shares of Company Stock set forth opposite such Stockholder's name on
Exhibit A. Each of the Stockholders has agreed to transfer all of his, her
or its (hereinafter `its') shares of Company Stock in exchange for a
number of newly issued shares of the Series B Voting Convertible Preferred
Stock, par value $.001 per share, of the Parent (the `Parent Stock') that
will, in the aggregate, constitute at least 50.1% of the issued and
outstanding capital stock of the Parent on a fully-diluted basis as of and
immediately after the Closing, and after giving effect to the Financing
(as defined in Section 7.12 hereof). The number of shares of Parent Stock
to be received by each Stockholder shall be listed opposite such
Stockholder's name on Exhibit A, which Exhibit A will be in the form
attached to this Agreement and mutually agreed upon by the parties at or
prior to the Closing. The aggregate number of shares of Parent Stock that
will be reflected on Exhibit A is referred to herein as the `Shares'."
B. Section 2.10 of the Agreement is hereby deleted and the following
language is hereby inserted in its place:
"SECTION 2.10. Legends. It is understood that the Parent Stock will
bear the following legend or one that is substantially similar to the
following legend:
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION
OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN
RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL
OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE
OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE
SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OF THESE
SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT SECURED BY SUCH SECURITIES."
C. Section 3.09 of the Agreement is hereby deleted and the following
language is hereby inserted in its place:
"SECTION 3.09. Compliance with Applicable Laws. The Company and the
Company Subsidiaries are in compliance with all applicable Laws, including
those relating to occupational, health and safety and the environment,
except for instances of noncompliance that, individually and in the
aggregate, have not had and would not reasonably be expected to have a
Company Material Adverse Effect. The Share Exchange Agreement complies
with all applicable laws, rules and regulations of the United States and
the People's Republic of China. Except as set forth in the Company
Disclosure Letter, the Company has not received any written communication
during the past two years from a Governmental Entity that alleges that the
Company is not in compliance in any material respect with any applicable
Law. This Section 3.09 does not relate to matters with respect to Taxes,
which are the subject of Section 3.06."
D. The reference in Section 4.01 of the Agreement to "the State of
Delaware" is hereby amended to read "the State of Nevada".
2
E. The first two sentences of Section 4.03 of the Agreement are hereby
deleted and the following language is hereby inserted in their place:
"The authorized capital stock of the Parent consists of 100,000,000
shares of Parent Common Stock, par value $0.001 per share, and 1,000,000
shares of preferred stock, par value $0.001 per share, of which 185,000
shares have been designated as `Series A Voting Convertible Preferred
Stock' (the `Series A Preferred Stock') and 500,000 shares have been
designated as `Series B Voting Convertible Preferred Stock' (the `Series B
Preferred Stock'). As of the date hereof, (i) 1,500,000 shares of Parent
Common Stock are issued and outstanding, (ii) 155,122 shares of Series A
Preferred Stock are issued and outstanding, (iii) no shares of Series B
Preferred Stock are issued and outstanding, (iv) all of the shares of the
Parent's authorized, but unissued Common Stock (98,500,000 shares) are
reserved for issuance upon issuance and conversion of the Series A
Preferred Stock and the Series B Preferred Stock, and (v) no shares of
Parent Common Stock or preferred stock are held by the Parent in its
treasury."
F. The reference in Section 4.03 of the Agreement to "the General
Corporation Law of the State of Delaware" is hereby amended to read "the General
Corporation Law of the State of Nevada".
G. Section 5.02(b)(i) of the Agreement is hereby deleted and the following
language is hereby inserted in its place:
"(i) to the Company, a letter of resignation of Xxxxxx Xxxxxx from
his position as a director of the Parent effective upon the Closing and a
letter of resignation of Xxxxxxx Xxxxxx from all offices he holds with the
Parent effective upon the Closing and from his position as a director of
the Parent that will become effective upon the 10th day following the
mailing by the Parent to its stockholders of the 14f-1 Notice;"
H. Section 5.02(c)(i) of the Agreement is hereby deleted and the following
language is hereby inserted in its place:
"(i) to each Stockholder, certificates representing the new shares
of Parent Series B Preferred Stock issued to such Stockholder as set forth
on Exhibit A; and"
I. A new Section 6.01(n) is hereby inserted and shall read:
"(n) Filing of Certificate of Designation. The Parent shall have
filed with the Secretary of State of the State of Nevada a Certificate of
Designation setting forth the voting powers, designations, preferences and
relative, participating, optional or other rights and the qualifications,
limitations and restrictions of the Series B Preferred Stock, in form and
substance mutually agreed upon by the Parties."
J. A new Section 6.02(m) is hereby inserted and shall read:
"(n) Filing of Certificate of Designation. The Parent shall have
filed with the Secretary of State of the State of Nevada a Certificate of
Designation setting forth the voting powers, designations, preferences and
relative, participating, optional or other rights and the qualifications,
limitations and restrictions of the Series B Preferred Stock, in form and
substance mutually agreed upon by the Parties."
3
K. Section 7.01(c) of the Agreement is hereby deleted and the reference in
Section 7.01 to "Certificate of Completion" is hereby deleted.
L. The reference in Section 7.12 of the Agreement to "$25 million" is
hereby amended to read "$12 million".
M. The notice address of the Parent referred to in Section 8.01 of the
Agreement is hereby amended to read:
"If to the Parent, to:
BRONZE MARKETING, INC.
00000 Xxxxxxx Xxxx
Xxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx
Facsimile: (000) 000-0000"
N. Exhibit A to the Agreement is hereby deleted in its entirety and is
hereby replaced with Exhibit A attached hereto. All references to "Exhibit A" in
the Agreement shall be deemed to refer to Exhibit A attached to this Amendment.
2. Binding Obligation. This Amendment when duly executed and delivered by the
parties will constitute the valid and binding obligations of each of them.
3. Other Terms Unmodified. Except as expressly modified hereby, the Share
Exchange remains unmodified, in full force and effect, and is hereby ratified
and confirmed by each of the parties hereto and thereto.
4. Heirs, Successors and Assigns. Except as herein otherwise specifically
provided, this Amendment shall be binding upon and inure to the benefit of the
parties hereto and their respective legal representatives, successors and
assigns.
5. Counterparts. This Amendment may be executed in several counterparts, each of
which shall be deemed an original, but all of which, when taken together, shall
constitute one and the same document.
[Signature Page Follows]
4
IN WITNESS WHEREOF this Amendment has been executed by the parties
hereto as of the date first above written.
BRONZE MARKETING, INC.
By:/s/Xxxxxxx X. Xxxxxx
--------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
XXXXX STEEL TECHNOLOGY CO., LTD.
By:/s/Guoxiang Ni
---------------
Name: Guoxiang Ni
Title: Chief Executive Officer
/s/Gao Feng
------------
Gao Feng
/s/Xxxx Xxxxxx
---------------
Xxxx Xxxxxx
[Signature Page to Amendment No. 1 to Share Exchange Agreement]
5
EXHIBIT A
SHAREHOLDERS OF XXXXX STEEL TECHNOLOGY CO., LTD.
----------------------------------------------------------------------------------------------
NUMBER OF
NUMBER OF PERCENTAGE OF SHARES OF
TAX ID NUMBER SHARES OF TOTAL COMPANY PARENT SERIES
OF COMPANY SHARES B PREFERRED
STOCKHOLDER STOCK REPRESENTED BY STOCK TO BE
(IF BEING SHARES BEING RECEIVED BY
NAME AND ADDRESS OF STOCKHOLDER APPLICABLE) EXCHANGED EXCHANGED STOCKHOLDER
----------------------------------------------------------------------------------------------
Gao Feng N/A 29,500 59% 190,794.5068
Door 51, Group 4
WuLi Village, Xxx Xxxx Town
Xxxx Xxxx District, Hangzhou City,
China
----------------------------------------------------------------------------------------------
Xxxx Xxxxxx N/A 20,500 41% 132,586.0132
Xx. 000, Xxxxxx Xxxx
Xxxxx 1, FuLi Garden
Xiao Shan District, Hangzhou City,
China
----------------------------------------------------------------------------------------------
TOTAL: 50,000 100% 323,380.52
----------------------------------------------------------------------------------------------
