Exhibit 4.(a).25
AMENDMENT AGREEMENT RELATING TO SHARE PURCHASE AGREEMENT
This amendment agreement (this "Agreement") is dated as of March 31, 2004,
and is made by and among CDC International Mobile Limited (the "Purchaser"), a
company organized and existing under the laws of the British Virgin Islands and
a 100% wholly owned subsidiary of chinadotcom Mobile Interactive Corporation
("CMIC"); Group Team Investments Limited, a company organized and existing under
the laws of British Virgin Islands (the "Company"); Beijing He He Technology
Company Limited (CHINESE CHARACTER); Easybay Management Inc. ("Easybay"), Lu
Dong and Chen Hang (each the "Seller" collectively, the "Sellers"); ▇▇▇▇ ▇▇▇
(the "Ultimate Seller"); chinadotcom Mobile Interactive Corporation (only with
respect to Section 4 and Section 6.04 of this Agreement), all of whom may be
collectively referred to herein as the "Parties" or individually as a "Party".
WHEREAS the Parties executed a Share Purchase Agreement dated February 25,
2004 (the "SPA").
WHEREAS the Parties have agreed to make the following amendments to the
SPA.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein and for other good and valuable consideration, the receipt of
which is hereby acknowledged, the Parties agree as follows:
1. Definitions and Principles of Construction
(a) Capitalized terms in this Agreement shall have the same meaning as given
in the SPA unless a term is specifically defined herein in which case such
term shall have the meaning as defined herein.
(b) The Parties to this Agreement agree that this Agreement may be executed
and exchanged in a number of faxed counterparts, all of which when taken
together will constitute one and the same instrument that shall bind each
party in the usual way.
(c) The following defined term shall be added to Section 1 of the SPA:
"Projected 2003 November Net Income" shall mean US$232,210.
2. Consideration.
(a) Section 2.02(a)(i) of the SPA shall be amended by substituting the words
"Highest Actual Net Income" by "Projected 2003 November Net Income" in the
second line of the sub-section.
(b) Section 2.02(a)(ii) of the SPA shall be amended by adding the following
sentences after the words "(the "Second Installment")." in the fourth line
of that sub-section:
"If the Projected 2003 November Net Income is less than the Highest Actual
Net Income, the Purchaser shall not be liable to pay the full amount of
the Second Installment and shall have the right, at its sole discretion,
to permanently deduct from the Second Installment the amount equal to the
product of 12 multiplied by 9.9 multiplied by 35% multiplied by the
difference between Projected 2003 November Net Income and the Highest
Actual Net Income. If the Projected 2003 November Net Income is greater
than the Highest Actual Net Income, the Purchaser shall, in addition to
the Second Installment, pay the Sellers the amount equal to the product of
12
multiplied by 9.9 multiplied by 35% multiplied by the difference between
Projected 2003 November Net Income and the Highest Actual Net Income."
3. The following section 5.22 shall be added to the SPA:
"Section 5.22 Covenants of the Sellers and Ultimate Seller.
Each of the Ultimate Seller and the Sellers, jointly and severally,
covenants and agrees with the Purchaser that, each of the Ultimate Seller
and the Sellers shall procure the fulfilment of the condition set out in
Sections 7.18 and 7.19 within one month after Closing."
4. The Purchaser hereby waives the fulfilment, at or before Closing, of the
conditions set out in Section 7.18 "Pre-closing Audit" and Section 7.19
"Integration Plan", provided that each of the Ultimate Seller and the
Sellers undertakes that those conditions shall be fulfilled within one
month after Closing.
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the
duly
Group Team Investments Limited
By: /s/ Chen Hang
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Name: Chen Hang
Title: Director
Beijing He He Technology Company Limited (CHINESE CHARACTER)
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇
Title: Director
Easybay Management Inc.
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇
Title: Director
Lu Dong
By: /s/ Lu Dong
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Chen Hang
By: /s/ Chen Hang
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▇▇▇▇ ▇▇▇
By: /s/ ▇▇▇▇ ▇▇▇
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CDC International Mobile Limited
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Director , Babington Services Limited
Title: Corporate Director
With respect only to Section 4 and Section 6.04 of this Agreement
chinadotcom mobile interactive Corporation
By: /s/▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇
Title: CEO