AMENDMENT NO. 1 TO SHARE EXCHANGE AGREEMENT
Exhibit
2.2
AMENDMENT
NO. 1 TO
AMENDMENT
NO. 1 TO SHARE EXCHANGE AGREEMENT, dated as of February 16, 2007 (this
“Amendment”),
by
and among CONCEPT VENTURES CORPORATION, a Nevada corporation (the “Parent”),
RITAR
INTERNATIONAL GROUP LIMITED, 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).
BACKGROUND
The
Parent, the Company and the Stockholders entered into a certain Share Exchange
Agreement, dated as of September 6, 2006 (the “Share
Exchange Agreement”),
whereby the Stockholders will exchange all of the issued and outstanding capital
stock of the Company in exchange for a number of newly issued shares of the
Common Stock, par value $0.001 per share, of the Parent 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.
The Parent, the Company and the Stockholders desire to amend certain terms
of
the Share Exchange Agreement.
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. |
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.”
| B. |
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 10,000,000 shares of preferred
stock, par value $0.001 per share. As of the date hereof, (i) 1,535,312 shares
of Parent Common Stock are issued and outstanding, (ii) no shares of preferred
stock are issued and outstanding, and (iii) no shares of Parent Common Stock
or
preferred stock are held by Parent in its treasury.”
| C. |
Section
7.07 of the Agreement is hereby deleted and the following language
is
hereby inserted in its place:
|
“SECTION
7.07. Filing
of 8-K and Press Release.
Parent
shall file, within four business days of the Closing Date, a current report
on
Form 8-K and attach as exhibits all relevant agreements with the SEC disclosing
the terms of this Agreement and other requisite disclosure regarding the
Transactions and including the requisite audited consolidated financial
statements of the Company and the requisite Form 10 disclosure regarding the
Company. In addition, the Parent shall issue a press release prior to 9:30
a.m.
(New York Time) on the fourth business day following the Closing Date,
announcing the closing of the transaction.”
| D. |
References
to the filing date of the current report on Form 8-K in Sections
3.23,
4.25 and 6.02(e) of the Agreement are hereby amended by deleting
“within
one business days after the Closing” or “within one (1) business days
following the Closing”, as applicable, and inserting “within four business
days following the Closing” in the place thereof.
|
| E. |
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]
2
IN
WITNESS WHEREOF this Amendment has been executed by the parties hereto as of
the
date first above written.
| CONCEPT VENTURES CORPORATION | ||
| |
|
|
| By: | /s/ Xxxxxxx X. Xxxxxx | |
|
Name:
Xxxxxxx X. Xxxxxx
Title:
President
|
||
| RITAR INTERNATIONAL GROUP LIMITED | ||
| |
|
|
| By: | /s/ Jiada Hu | |
|
Name:
Jiada
Hu
Title:
Chief Executive Officer
|
||
| STOCKHOLDERS: | ||
| |
|
|
| /s/ Jiada Hu | ||
|
Jiada Hu |
||
| /s/ Xxxxxxx Xxxx | ||
|
Xxxxxxx Xxxx |
||
| /s/ Henying Peng | ||
|
Henying Peng |
||
| /s/ Xxx Xxx | ||
|
Xxx Xxx |
||
| /s/ Xxxxxxx Xxx | ||
|
Xxxxxxx Xxx |
||
| /s/ Xxxxxxx Xx | ||
|
Xxxxxxx Xx |
||
[Signature
Page to Amendment No. 1 to Share Exchange Agreement]
EXHIBIT
A
Shareholders
of Ritar International Group Limited
|
Name
and Address of Stockholder
|
Tax
ID Number of Stockholder (if Applicable)
|
Number
of Shares of Company Stock Being Exchanged
|
Percentage
of Total Company Shares Represented By Shares Being
Exchanged
|
Number
of Shares of Parent Common Stock to be Received by
Stockholder
|
||||
|
Jiada
Hu
Room
D3-706, Fu Yuan Garden
Fu
Tian District
Shenzhen
City, Guandong Province
China
|
N/A
|
770
|
77.0%
|
9,004,891
|
||||
|
Xxxxxxx
Xxxx
Xxxx
000, Xxxxx 00
Jian
She Xin Xxx
Xxxxx
Bei District
Xxxx
Xxxx City, Xx Xxx Province
China
|
N/A
|
60
|
6.0%
|
701,680
|
||||
|
Henying
Peng
Room
D3-706, Fu Yuan Garden
Fu
Tian District
Shenzhen
City, Guandong Province
China
|
N/A
|
60
|
6.0%
|
701,680
|
||||
|
Xxx
Xxx
No.
2 Kun Ming Road,
Xx
Xx Mu Qi City
China
|
N/A
|
40
|
4.0%
|
467,786
|
||||
|
Xxxxxxx
Xxx
Xxxx
0X, Xxxx Xxxxx
Xx.
0 Xxxxxxxx, Xxx Ran Bi Hai
Hong
Xxx Xxxx
Fu
Tian District
Shenzhen
City
China
|
N/A
|
30
|
3.0%
|
350,840
|
||||
|
Xxxxxxx
Xx
No.
6 Group
Mao
Shan Village
Xxxx
Xxxx Si Town
Hua
Rong
Xx
Xxx Province
China
|
N/A
|
40
|
4.0%
|
467,786
|
||||
|
TOTAL:
|
|
1,000
|
100%
|
11,694,663
|
