Amendment to Asset Purchase Agreement
Amendment
to Asset Purchase Agreement
This
Amendment (the “Amendment”) to that certain Asset Purchase Agreement, dated as
of February 8, 2007 (the “APA”) by and among Beijing Hi-Tech Wealth Investment
and Development Company Limited, a limited liability company organized under
the
laws of the People’s Republic of China (the “Seller”), Magical Insight
Investments Ltd., a British Virgin Islands corporation (the “Buyer”) and General
Components, Inc., a Nevada corporation (“Parent”) is made as of February 15,
2007 by each of the parties to the APA. Terms used but not defined herein shall
have the meanings assigned to them in the APA.
WHEREAS,
pursuant to the APA, Parent agreed to contribute 30,000,000 warrants to purchase
shares of Parent’s Common Stock (the “Parent Warrants”) to the Buyer and the
Buyer agreed to deliver such Parent Warrants to the Seller on the Closing Date
to enable the Buyer to purchase the Interest from the Seller; and
WHEREAS,
on February 13, 2007,
Parent consummated a 1 for 10 reverse split of its outstanding Common Stock;
and
WHEREAS,
the parties have decided that in lieu of the contribution of 30,000,000 Parent
Warrants to the Buyer, Parent shall contribute 3,000,000 shares of Parent’s
Common Stock to the Buyer (the “Shares”), who will then deliver the Shares to
the Seller as consideration for the Interest;
NOW
THEREFORE, in consideration of the mutual covenants and agreements contained
herein and for other good and valuable consideration, the receipt of which
is
hereby acknowledged, each party hereby agrees that the APA shall be amended
as
set forth below:
1.1 Recitals.
The
words “30,000,000 warrants to purchase shares of its common stock” in the first
recital to the APA shall be replaced with “3,000,000 shares of its common
stock”.
1.2 Section
2.01.
Section
2.01 is hereby amended and restated in its entirety as follows:
“(a)
Parent
shall contribute 3,000,000 shares of Parent Common Stock (the “Shares”) to the
Buyer; and
(b) the
Buyer
shall transfer the Shares to the Seller in the name of the Sellers’ three
designated shareholders: 1,000,000 shares of Parent Common Stock in the name
of
Ally Glory Limited, 1,000,000 shares of Parent Common Stock in the name of
Testridge Investments Limited and 1,000,000 shares of Parent Common Stock in
the
name of Xxxxxxxx Holdings Limited, and in consideration therefor, the Seller
shall sell to the Buyer, and the Buyer shall purchase from the Seller, free
and
clear of any Encumbrance the, Interest constituting 7.71% of Beihai HTW’s
outstanding registered capital.”
1.3 Continuing
Effect.
Except
as specifically modified by this Amendment, the APA shall continue in full
force
and effect from and after the date hereof as an agreement of the parties
hereto.
1.4 Governing
Law.
This
Amendment will be governed by the laws of the State of New York without regard
to conflicts of laws principles.
1.5 Counterparts.
This
Amendment may be executed in one or more counterparts, each of which will be
deemed to be an original copy of this Amendment and all of which, when taken
together, will be deemed to constitute one and the same agreement.
IN
WITNESS WHEREOF, the parties have executed and delivered this Amendment as
of
the date first written above.
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Seller:
BEIJING
HI-TECH WEALTH
NVESTMENT AND DEVELOPMENT COMPANY LIMITED Signed:
/s/
Xxxxx
Xxxxxxx
Printed
name: Xxxxx Xxxxxxx
Title:
Director
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Buyer:
MAGICAL
INSIGHT INVESTMENTS LTD.
Signed:
/s/
Li
Ming
Printed
name: LI Ming
Title:
Chief Executive Officer
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Parent:
Signed:
/s/
Xxxxx
Xxxxxxx
Printed
name: Xxxxx Xxxxxxx
Title:
Chief Executive Officer
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