DATED 20th December, 2000
Exhibit 4.5
DATED 20th December, 2000
| (1) (2) (3) (4) (5) (6) (7) |
XXXXXXX.XXX LIMITED XXXXX LIMITED Xx. XXX JUN Mr. XXX XXXX Xx. XXX JIE Xx. XXXX XXXX XXX Xx. XXXXX YONG |
SUPPLEMENTARY AGREEMENT
to
THIS AGREEMENT is made on the 20th day of December, 2000
BETWEEN
| (1) | XXXXXXX.XXX LIMITED, a company incorporated in the Cayman Islands with its registered office at Second Floor, Zephyr House, Xxxx Street, P.O. Box 709, Xxxxxx Town, Grand Cayman, Cayman Islands, British West Indies (the “Company”); |
| (2) | XXXXX LIMITED, a company incorporated in the British Virgin Islands with its principal place of business at Pasea Estate, Road Town, Tortola, British Virgin Islands (the “XXXXX”); |
| (3) | Xx. XXX JUN
 , a PRC citizen with his domicile at the Xxxxxx Xxxxx, Xx. 00, Xxxx 0000, Xxxxxx Xxxx Xxx Xxxx, Xxxxxxxx 000000, XX number 310103661007241; |
| (4) | Mr. XXX XXXX
 , a PRC citizen with his domicile at Xxxx 00, Xxxxxx Xxxxxxxx, xxx Xxxxxx Xxxxxxxx of Xx Xxxx Li, Beijing 100013, ID number 110101710523201; |
| (5) | Xx. XXX JIE
 , a PRC citizen with his domicile at Xxxx 000, Xx. 00, Xxxx 00, Xxxx Xxx Lin Road, Shanghai 200233, ID number 310112720806003; |
| (6) | Xx. XXXX XXXX XXX
 , a PRC citizen with her domicile at Xxxx 000, Xx. 00, Xxxx 000, Xxxx Xxx Xxxx, Xxxxxxxx 200233, ID number 120109731120052; |
| (7) | Xx. XXXXX YONG
 , a PRC citizen with his domicile at Room 1403, Third Building, Xx. 00 Xxxxxx Xxx Xxx Xxxx Xxxx, Xxxxxxx 000000, ID number 000000000000000. |
WHEREAS
| (A) | The parties hereto entered into a Shareholders’ Agreement dated 3 April 2000 (“Shareholders’ Agreement”) relating to, inter alia, the rights of the shareholders, the management, operation and other matters of the Company. |
| (B) | It has been agreed among the parties that certain provisions in the Shareholders’ Agreement be varied and/or modified in such manner as hereinafter appearing. |
NOW IT IS HEREBY AGREED as follows: -
| 1. | Except where defined in this Agreement and except to the extent that the context requires otherwise, terms defined in or in accordance with the Shareholders’ Agreement have the same meanings in this Agreement. |
| 2. | Subject to the terms and conditions of this Agreement, the parties hereto have mutually agreed to supplement, vary and/or modify the terms in the Shareholders’ Agreement in the manner as follows:- |
| Sub-clause (ii) of Clause 15.1 be deleted in its entirety and be replaced with the following Sub-clause (ii): |
“the Subscription Price of the Series A Preference Share (which is US$2.00 per share); and”
AS WITNESS the parties hereto have caused this Agreement to be duly executed the day and year first above written.
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| SIGNED by Xxxxxx Xx Ki Xxxxx |
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| for and on behalf of XXXXXXX.XXX LIMITED |
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| in the presence of: - |
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| SIGNED by Xxxxx Xxxxxx |
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| for and on behalf of XXXXX LIMITED |
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| in the presence of: -
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| SIGNED by ZHU JUN
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| PRC identity card number 310103661007241) |
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| in the presence of: -
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| SIGNED by XXX XXXX
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| PRC identity card number 110101710523201) |
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| in the presence of: -
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| SIGNED by QIN JIE
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| PRC identity card number 310112720806003) |
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| in the presence of: -
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| SIGNED by XXXX XXXX FEI
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| (identified by her PRC identity card number |
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| 120109731120052) |
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| in the presence of: -
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| SIGNED by XXXXX XXXX
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| (identified by his PRC identity card number |
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| 000000000000000) |
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| in the presence of: -
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(identified by his
(identified by his
(identified by his
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