AMENDMENT TO
SHARE EXCHANGE AGREEMENT
This Amendment to Share Exchange Agreement (the "Amendment") is made and
entered into as of October 18, 2004, by and among Micro Interconnect Technology,
Inc., a Nevada corporation (the "Buyer"), Xxxxxxx Reverse Merger Fund, LLC, a
Delaware limited liability company ("KRM Fund"), Lanbo Financial Investment
Company Group Limited, a corporation incorporated under the laws of the British
Virgin Islands ("Company"), and each of the persons listed under the caption
"Stockholders" on the signature page to the Agreement, such persons being all of
the stockholders of the Company. Buyer, KRM Fund, the Company and the
Stockholders are referred to collectively herein as the "Parties."
Terms not defined herein shall have their respective meanings as set forth
in that certain Share Exchange Agreement, dated as of September 29, 2004, by and
among the Parties (the "Agreement").
WHEREAS, the Parties entered into the Agreement; and
WHEREAS, the Parties desire to amend the Agreement in order to revise
certain provisions thereof.
NOW THEREFORE in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Section 6.3 of the Agreement is hereby amended and replaced in its
entirety as follows:
"6.3 Board of Directors of Buyer. At Closing, the current board of
directors of Buyer shall deliver duly adopted resolutions to: (a) set the size
of Buyer's board of directors to seven (7) members effective as of the Closing;
and (b) elect the following persons to the Buyer's board of directors effective
as of the Closing: (i) Lu Pingji, Xxxx Xxxxxxxx, Du Yaru and Xiao Genxiang, each
of whom shall management members of Buyer's board of directors ("Management
Members"); (ii) one member designated by KRM Fund, which person shall be an
independent director and a financial expert, qualified and available to serve on
Buyer's audit and compensation committee, and otherwise acceptable to the
Stockholders ("Buyer Designated Member"); and (iii) two other persons, each of
whom shall have been or will be selected by the Stockholders and shall be
independent directors ("Independent Members"); and (c) accepting the
resignations of the current officers and directors of the Buyer effective as of
the Closing ("Resolutions"). In the event the Stockholders have not selected the
Independent Members prior to or at Closing, the Management Members shall select
the Independent Members within thirty (30) days following Closing. In the event
KRM Fund fails to designate the Buyer Designated Member prior to or at Closing,
KRM Fund shall make such designation within thirty (30) days following Closing.
At Closing, the current officers and director of Buyer shall deliver their
resignations, as appropriate, as officers and directors of Buyer to be effective
upon the Closing (the "Resignations"). On or before the Compliance Date, the
Company and Stockholders shall deliver or cause to be delivered to Buyer
completed and signed director and officer questionnaires ("Questionnaires") in
the English language for each of the Management Members and Independent Members.
The foregoing designations of the Management Members and Independent Members
(and the officers to be appointed by Buyer following Closing) shall be subject
to Buyer's receipt of the completed and signed Questionnaires and a third party
investigation reports and background checks, which shall be acceptable to Buyer
in its sole reasonable discretion ("D&O Information"). Buyer's board of
directors shall at all times satisfy the applicable requirements for board
composition and corporate governance under the Xxxxxxxx-Xxxxx Act of 2002 (the
"SOX Act"), the rules and regulations promulgated by the SEC and other
governmental agencies, and the rules of the exchange on which Buyer's securities
are listed or quoted. The Stockholders shall execute and deliver at Closing the
Voting Agreement which shall provide, among other things, that the Stockholders
will vote their Buyer's Shares to elect Buyer Designated Member to Buyer's board
of directors for a period of one year following the Closing."
2. In all other respects, the Agreement shall remain in full force and
effect.
[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first written above.
MICRO INTERCONNECT TECHNOLOGY, INC.
By:/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, President
XXXXXXX REVERSE MERGER FUND, LLC
By:/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, Manager
LANBO FINANCIAL INVESTMENT COMPANY
GROUP, LTD.
By:/s/ Lu Pingji
----------------------------------------
Lu Pingji, Chairman
By:/s/ Xiao Genxiang
----------------------------------------
Xiao Genxiang, Chief Executive Officer
STOCKHOLDERS:
/s/ Lu Pingji
----------------------------------------
Lu Pingji, Individually
/s/ Xiao Genxiang
----------------------------------------
Xiao Genxiang, Individually
/s/ Xxxx Xxxxxxxx
-----------------------------------------
Xxxx Xxxxxxxx, Individually
/s/ Lu Pingji
-----------------------------------------
Lu Pingji, as Voting Trustee under
Voting Trust Agreement dated September
27, 2004
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