AMENDMENT NO. 1 TO THE SHARE EXCHANGE AGREEMENT
Exhibit
2.1(a)
AMENDMENT
NO. 1 TO THE
This
AMENDMENT NO. 1 TO THE SHARE EXCHANGE AGREEMENT, dated and effective as of
November 25, 2009 (this "Amendment"), is
entered into by and among SRKP 22, Inc., a Delaware corporation (the “Company”), China
Intelligent Electronic Holding Limited, a British Virgin Islands
corporation (“China
Intelligent”), and Xx Xxxxxx, the sole shareholder of China Intelligent
(the “Shareholder”). The
Company, China Intelligent and the Shareholder are collectively referred to
herein as the “Parties.” Terms not
defined in this Amendment shall have such meanings as set forth in the Agreement
(as defined below).
WITNESSETH:
WHEREAS, the Parties entered into that
certain Share Exchange Agreement dated as of October 20, 2009 (the “Agreement”);
WHEREAS, the Parties desire to amend the
Agreement by entering into this Amendment;
WHEREAS, the Company desires to acquire
from the Shareholder, and the Shareholder desires to transfer to the Company,
the China Intelligent Shares in exchange (the “Exchange”) for the issuance by the Company of,
as amended by this Amendment, an aggregate of 13,995,496 shares (the
“Company
Shares”) of Company Common
Stock to the Shareholder and/or her designees on the terms and conditions set
forth in the Agreement, as amended by this Amendment;
WHEREAS, after giving effect to the
Exchange, the Share and Warrant Cancellation, the Equity Financing (if fully
subscribed), and the issuance of the IR Securities, there will be approximately
19,000,000 shares of Company Common Stock issued and outstanding (excluding
1,580,708 warrants); and
WHEREAS, Section 10.5 of the Agreement
permits the parties to amend the Agreement only by a written instrument executed
by the Parties.
NOW, THEREFORE, for good and valuable
consideration and in consideration of the respective representations,
warranties, covenants and agreements set forth in the Agreement, the parties
hereby agree to amend the Agreement as follows:
AGREEMENT:
1.
The recitals of the Agreement are hereby
amended and restated in their entirety as follows:
WHEREAS, the Shareholder owns all of the
issued and outstanding shares of the capital of China Intelligent (the
“China
Intelligent Shares”) which
is the 100% parent of Hyundai Light & Electric (Huizhou) Company
Limited, a company organized under the laws of the People’s Republic of China
(the “Subsidiary”);
1
WHEREAS, the Company desires to acquire
from the Shareholder, and the Shareholder desires to sell to the Company, the
China Intelligent Shares in
exchange for the issuance by the Company of an aggregate of 13,995,496 shares
(the “Company
Shares”) of the Company’s
common stock, $0.0001 par value (“Common
Stock”) to the Shareholder
and/or her designees on the terms and conditions set forth herein (the
“Exchange”);
WHEREAS, after giving effect to the
Exchange, the Share and Warrant Cancellation, the Equity Financing (if fully subscribed as described herein), and the issuance of the IR Securities,
there will be approximately 19,000,000 shares of Company Common Stock and
1,580,708 warrants to purchase shares of Company
Common Stock issued and outstanding; and
WHEREAS, the Parties intend, by
executing this Agreement, to implement a “tax-free” contribution and/or reorganization
pursuant to the provisions
of Sections 351 and/or 368(a) of the Internal Revenue Code of 1986, as
amended (the “Code”).
NOW, THEREFORE, in consideration, of the
promises and of the mutual representations, warranties and agreements set forth
herein, the Parties hereto agree as follows:
2.
Section 7.1(d) of the Agreement is
hereby amended and restated in its entirety as follows:
(d) The Company shall have cancelled
4,260,390 shares of Common Stock and 5,515,682 warrants owned by certain of the
Company’s original stockholders (the “Share and
Warrant Cancellation”) as
set forth on Schedule
III attached
hereto;
3.
Section 7.1(e) of the Agreement is hereby amended and
restated in its entirety as follows:
(e) That
the Company shall have (i) engaged a public relations firm that is mutually
acceptable to the Company and WestPark and shall, among other things, conduct
two (2) non-Exchange related road shows each year for the two (2) years after
the Closing, (ii) engaged a Company-sponsored equity research firm that is
mutually acceptable to the Company and WestPark; (iii) issued approximately
200,000 shares of its common stock (the “IR Securities”) in
connection with the foregoing engagements.
4.
Schedule I to the Agreement is hereby amended and
restated in its entirety as set forth on Schedule I attached
hereto.
5.
Schedule III to the Agreement is hereby
amended and restated in its entirety as set forth on Schedule III attached
hereto.
7.
Except as amended herein, the
Agreement shall remain in full force and effect.
8.
This Amendment may be executed in any
number of facsimile counterparts, each of which shall be an original, but which
together constitute one and the same instrument. This Amendment may
be executed and delivered by facsimile.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF, each of the parties hereto has executed this Amendment as of
the date first set forth above.
SRKP
22, INC.
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By:
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/s/ Xxxxxxx
Xxxxxxxxx
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Name:
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Xxxxxxx
Xxxxxxxxx
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Title:
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President
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CHINA INTELLIGENT
ELECTRONIC
HOLDING LIMITED
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By:
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/s/ Xx Xxxxxx
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Name:
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Xx
Xxxxxx
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Title:
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Director
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XX
XXXXXX (THE SHAREHOLDER)
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/s/ Xx
Xxxxxx
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SCHEDULE
I
SHAREHOLDERS
AND COMPANY SHARES
Name
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Number of Company Shares
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|||
Li
Xxx Xxx
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7,618,696 | |||
Xxx
Xxx Jing
|
800,000 | |||
Wang
Feng
|
800,000 | |||
Li
Hong Guang
|
850,000 | |||
Xxxx
Xx Yi
|
850,000 | |||
Li
Xxx Xxx
|
890,000 | |||
Xxxx
Xxx Bin
|
500,000 | |||
Joyrise
Holdings Limited
|
600,000 | |||
Goldwide
Holdings Limited
|
600,000 | |||
Yan
Bin
|
100,000 | |||
Xxxx
Xxx Hung
|
100,000 | |||
Xxxxx
Xx Lei
|
100,000 | |||
Ye
Xx Xxx
|
100,000 | |||
Yin
Xxx Xxxx
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50,000 | |||
Xxxxx
Xxx Qing
|
36,800 | |||
Total
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13,995,496 |
SCHEDULE
III
SHARES AND WARRANTS FOR
CANCELLATION
Name
|
Number of
Shares to be
Cancelled
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Number of
Warrants to be
Cancelled
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WestPark
Financial Services, LLC
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1,056,287 | 1,546,980 | ||||||
Xxxxxxx
Xxxxxxxxx
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841,661 | 1,042,507 | ||||||
Xxxxxx
Xxxxxxxxxxxx
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741,277 | 918,169 | ||||||
Xxxxxxx
X. Xxxxxxxxxxxx
|
526,039 | 651,568 | ||||||
The
Xxxxxx Xxxxxxxxx Trust
|
236,718 | 293,206 | ||||||
The
Xxxxxx Xxxxxxxxx Trust
|
236,718 | 293,206 | ||||||
Xxxxxx
Xxxxxx
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184,114 | 228,049 | ||||||
Xxxxx
XxXxxxxx
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184,114 | 228,049 | ||||||
Xxxxx
Xxxxx
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105,206 | 130,314 | ||||||
The
Xxxxx Xxxxxxxxxxxx Trust dated 2/9/2000
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74,128 | 91,817 | ||||||
The
Xxxxx X. Xxxxxxxx Trust dated 2/3/2000
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74,128 | 91,817 | ||||||
TOTAL
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4,260,390 | 5,515,682 |