EXHIBIT 6.4
AMENDMENT OF SHARE EXCHANGE AGREEMENT
WITH REGENT LUCK HOLDINGS
3287K
AMENDMENT OF
SHARE EXCHANGE AGREEMENT
THIS AMENDMENT OF SHARE EXCHANGE AGREEMENT (the "Amendment") is entered
into and effective as of August 10, 1998, by and between XXXXX XXXX XXX XX, SINO
CONCOURSE LIMITED, a Hong Kong corporation, SINOWAY TECHNOLOGY LIMITED, a Hong
Kong corporation (collectively the "SHAREHOLDERS"), REGENT LUCK HOLDINGS
LIMITED, a Hong Kong corporation ("RLH") and GLOBAL TELEPHONE COMMUNICATION,
INC., a Nevada corporation ("GTC" or the "COMPANY").
1. RECITALS
This Amendment is entered into with reference to and in contemplation of
the following facts, circumstances and representations:
1. The parties hereto had earlier entered into that certain "Share
Exchange Agreement" effective as of April 16, 1998 (the "Original
Agreement").
2. The parties wish to amend the Original Agreement as more
specifically set forth herein and in consideration of the mutual
obligations set forth in this Amendment.
2. AMENDMENT OF ORIGINAL RECITALS
This Amendment is further entered into with reference to and in
contemplation of the following different facts, circumstances and
representations:
1. RLH shall, upon closing, have a ninety percent (90%) ownership in a
joint venture company established in the Peoples' Republic of
China ("PRC") with SHENZEN SHENZHEN XXX XXX DA ELECTRONICS CO.
LTD., ("SXY") as a joint venture partner organized under the laws
of PRC under the name of "Shenzhen Global Net Computer Information
Co. Ltd. (the "Joint Venture").
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2. The Joint Venture shall be established to act as the exclusive
agent for Shenzhen Newsnet Co. Ltd. ("SNC") to conduct certain
telecommunications and internet business and services in Shenzhen,
Guaugdong Province, PRC for SNC.
3. SNC has obtained the Telecommunication Business Operation Approval
(the "Approval") (No. GPSZ P0007) which allows SNC to carry out a
Computer Information Internet Service.
4. SNC shall enter into an Agency Agreement (the "Agency Agreement")
with the Joint Venture for the purpose of Clause 2 above and SNC
shall obtain all license, permits and approvals necessary for the
validity and implementation of the Agency Agreement.
5. GTC desires to provide funds for the Joint Venture and as
specifically set forth herein.
6. All of the other Recitals of the Original Agreement shall remain
the same and are reaffirmed.
3. AMENDED PROVISIONS OF ORIGINAL AGREEMENT
3.1 Paragraph 2.8 of the Original Agreement is modified to read in its
entirety as follows:
"2.8 FUNDS FOR JOINT VENTURE: GTC hereby agrees to provide funds as
capital for the Joint Venture in the amount of ONE MILLION THREE HUNDRED
THOUSAND DOLLARS ($1,300,000.00) US (the "Funds") no later than December 1,
1998.
3.2 Paragraph 6.7.3 Deposit of Funds of the Original Agreement is
deleted in its entirety.
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4. MISCELLANEOUS PROVISIONS
4.1 CONTINUED EFFECT OF ORIGINAL AGREEMENT: All provisions of the
Original Agreement except as modified by this Amendment shall remain in full
force and effect and are reaffirmed.
4.2 INTERPRETATION OF AMENDMENT: In the event of any conflict,
inconsistency, or incongruity between any provision of this Amendment and any
provision of the Original Agreement, the provision of this Amendment shall
govern and control.
4.3 COUNTERPARTS: This Amendment may be signed in one or more
counterparts.
4.4 FACSIMILE TRANSMISSION SIGNATURES: A signature received pursuant
to a facsimile transmission shall be sufficient to bind a party to this
Amendment.
DATED: August 28, 1998 /s/ XXXXX XXXX WAH NG
---------------------
XXXXX XXXX XXX XX
SINO CONCOURSE LIMITED
DATED: August 28, 1998 BY: /s/ LI HO SHAN
-----------------------
LI HO XXXX
XXXXXXX TECHNOLOGY LIMITED
For and on behalf of
SINOWAY TECHNOLOGY LIMITED
DATED: August 28, 1998 By: /s/ LI HO SHAN
------------------------
LI HO SHAN
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REGENT LUCK HOLDINGS LIMITED
DATED: August 28, 1998 By: /s/ XXXXX XXXX XXX XX
-------------------------
XXXXX XXXX WAH NG
Director
GLOBAL TELEPHONE
COMMUNICATION INC.
DATED: August 28, 1998, By: /s/ XXXXX XXXX
------------------------
XXXXX XXXX
President
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