SUPPLEMENTARY AGREEMENT To The Equity Purchase Agreement And The Complementary Agreement On Share Purchase Price and Payment
SUPPLEMENTARY
AGREEMENT
To
The
Equity Purchase Agreement
And
The
Complementary Agreement
On
Share Purchase Price and Payment
This
supplementary agreement (the “Agreement”) is hereby entered in Shenzhen, China,
on March 25, 2008 by and among:
Party
A:
Shenzhen Xxxx Xxxx Pu Solar Industrial Products Corporation
(“SZPSP”)
Legal
Representative:
Qiu
Renzheng
Shareholders:
Qiu
Renzheng, Xxxx Xxxxxx, Luo Bing (the “Shareholders”)
Party
B:
Deli
Solar Techonology Development Company (“Deli Solar (Beijing)”)
Legal
Representative:
Du
Deli
Both
Party A and Party B hereby agree as follows:
A.
Purchase Price:
| 1. |
The
purchase price for the net asset of SZPSP, being RMB 28,800,000
shall be paid in cash;
|
| 2. |
The
purchase price for the intangible assets of SZPSP, being RMB 20,000,000,
shall be paid by the Common Stock of China Solar & Clean Energy
Solutions, Inc. (the “Common Stock”), in the total amount of 1,419,729
shares.
|
The
total
purchase price shall be RMB 48,800,000.
B.
Payment Method:
| 1. |
The
cash purchase price of RMB 28,800,000 shall be paid by Party B to
Party A
before the end of year 2008.
(Check)
|
| 2. |
The
Common Stock shall be transferred to the Shareholders in the amounts
set
forth in the following table, before the end of second quarter of
2008:
|
|
a)
|
Renzheng
Qiu
|
407,064
shares;
|
|
b)
|
Xxxxxx
Xxxx
|
746,515
shares;
|
|
c)
|
Xxx
Xxx
|
266,150
shares.
|
Registration
procedures and other matters shall refer to the relevant provisions of the
Complimentary Agreement.
| 3. |
Party
B hereby agrees to issue to the Shareholders Series A Warrants to
purchase
a total amount of 141,973 shares of common stock at an exercise price
of
$2.50 per share, subject to future adjustment (the “Warrants”). The
Warrants shall be issued to each Shareholder according to the following
table:
|
|
a)
|
Renzheng
Qiu
|
40,706
shares;
|
|
b)
|
Xxxxxx
Xxxx
|
74,652
shares;
|
|
c)
|
Xxx
Xxx
|
26,615
shares.
|
C.
Miscellaneous
| 1. |
The
closing date shall be March 31, 2008 (the “Closing
Date”).
|
| 2. |
Shareholders
shall collect all account receivables and pay off all account payables
and
debts existing on or before the Closing
Date.
|
| 3. |
The
accountants of Party B shall be in charge of the ledgers and accounts
belonging to the Shareholders on or before June 30th,
2009.
|
| 4. |
Unless
stated otherwise herein, the Complementary Agreement remains
effective.
|
| 5. |
The
Agreement shall be effective as the date of the execution of the
Agreement.
|
Party
A:
Shenzhen
Xxxx Xxxx Pu Solar Industrial Products Corporation
| /s/ Renzheng Qiu | |||
|
By: Renzheng Qiu |
| /s/ Renzheng Qiu | |||
|
Renzheng Qiu |
| /s/ Xxxxxx Xxxx | |||
|
Xxxxxx Xxxx |
| /s/ Xxx Xxx | |||
|
Xxx Xxx |
Party
B
| Deli Solar Techonology Development Company | |||
| /s/ Deli Du | |||
|
By: Deli Du |
