Amendment and Restatement Agreement between Mr Lin Shuipan and Richwise International Investment Group Limited as Selling Shareholders Dr Shi Jinlei as Indemnifier Elevatech Limited as Investor and Xdlong International Company Limited as Company...
DATED: 30
April 2008
Hong
Kong/020/063588-00001/JDH/MRH :
L_LIVE_APAC1:530081v3
between
▇▇ ▇▇▇
Shuipan and Richwise International Investment Group Limited
as
Selling Shareholders
▇▇ ▇▇▇
Jinlei
as
Indemnifier
Elevatech
Limited
as
Investor
and
Xdlong
International Company Limited
as
Company
relating
to
a Share
Purchase Agreement dated 28 March 2008
THIS
AGREEMENT is dated 30 April 2008 and made
BETWEEN:
|
(1)
|
▇▇
▇▇▇ SHUIPAN, (“Founder
Shareholder”) holder of PRC
passport number ▇▇▇▇▇▇▇▇▇ of ▇▇. ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
Village, Chendai Town, Jinjiang City, Fujian Province,
PRC;
|
|
(2)
|
RICHWISE
INTERNATIONAL INVESTMENT GROUP LIMITED, (“Richwise”) a
company incorporated in the British Virgin Islands having its registered
office at Sea Meadow House, Blackburne Highway, Road Town, Tortola,
British Virgin Islands;
|
|
(3)
|
▇▇
▇▇▇ JINLEI (“Indemnifier”),
holder of Hong Kong identity card number ▇▇▇▇▇▇▇(▇), whose address is at
▇/▇, ▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇
▇▇▇▇;
|
|
(4)
|
ELEVATECH
LIMITED, (“Investor”), a
company incorporated in Hong Kong and having its registered office at
68th
Floor, ▇▇▇▇▇▇ Kong Center, 2 Queen’s
Road, Central, Hong Kong; and
|
|
(5)
|
XDLONG
INTERNATIONAL COMPANY LIMITED, (“Company”),
registered in the Cayman Islands having company number CT-207339 and
having its registered office at Cricket Square, ▇▇▇▇▇▇▇▇ Drive, P.O. Box
2681, Grand Cayman KY1-1111, Cayman
Islands.
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Background:
|
A.
|
The
parties to this Agreement (“Parties”) are parties to a sale
and purchase agreement with respect to a certain number of preferred
shares in the issued share capital of the Company dated 28 March 2008
(“Share Purchase
Agreement”).
|
|
B.
|
The
Parties have agreed to amend and restate the Share Purchase Agreement on
and subject to the terms of this
Agreement.
|
IN
CONSIDERATION OF THE MUTUAL PROMISES CONTAINED IN THIS AGREEMENT THE PARTIES
AGREE as follows:
|
1.
|
Interpretation
|
|
1.1
|
The
terms of clauses 1.1 and 1.2 of the Share Purchase Agreement shall apply
to this Agreement with such changes as are
necessary.
|
|
2.
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Amendments
to the Share Purchase
Agreement
|
|
2.1
|
With
effect from the date of this Agreement, the Share Purchase Agreement is
amended and restated by:
|
|
|
(A)
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deleting
the words struck out in the copy of the Share Purchase Agreement that is
annexed to this Agreement as Annexure A;
and
|
|
|
(B)
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inserting
the words which are double underlined in the copy of the Share Purchase
Agreement that is annexed to this Agreement as Annexure
A.
|
1
|
2.2
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With
effect from the date of this Agreement, the rights and obligations of the
parties to the Share Purchase Agreement shall be governed by the Share
Purchase Agreement as amended and restated in the form annexed to this
Agreement as Annexure A.
|
|
3.
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Amendments
not to Affect Validity, Rights or
Obligations
|
|
3.1
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Continuing
Provisions
|
The
provisions of the Share Purchase Agreement shall, in respect of the period up to
the date of this Agreement, continue in full force and effect in accordance with
their terms.
|
3.2
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No Prejudice or
Discharge
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Nothing
in this Agreement:
|
|
(A)
|
prejudices
or adversely affects any right, power, authority, discretion or remedy
arising under the Share Purchase Agreement before the date of this
Agreement; or
|
|
|
(B)
|
discharges,
releases or otherwise affects any liability or obligation arising under
the Share Purchase Agreement before the date of this
Agreement.
|
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4.
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General
|
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4.1
|
The
terms of clauses 13.2, 13.5, 13.7 and 13.8 of the Share Purchase Agreement
shall be incorporated into this Agreement and have effect in full as if
set out in this Agreement and as if references therein to “this Agreement”
are references to this Agreement and such other changes as are
necessary.
|
|
5.
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Law
and jurisdiction
|
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5.1
|
The
terms of clause 15 of the Share Purchase Agreement shall be incorporated
into this Agreement and have effect in full as if set out in this
Agreement and as if references therein to “this Agreement” are references
to this Agreement and such other changes as are
necessary.
|
2
AS
WITNESS the hands of the parties or their duly authorised representatives
the day and year first above written.
|
SIGNED by ▇▇
▇▇▇ SHUIPAN
|
)
|
 |
|
SIGNED
by ▇▇ ▇▇▇▇▇ ▇▇▇
duly
authorised for and on
behalf of RICHWISE INTERNATIONAL
INVESTMENT
GROUP LIMITED
|
)
)
)
)
|
 |
|
SIGNED by ▇▇.
▇▇▇▇▇ ▇▇▇
|
)
|
 |
|
SIGNED
by Mr ▇▇▇▇▇ ▇▇▇▇▇
duly
authorised for and on
behalf of the ELEVATECH
LIMITED
|
)
)
)
|
|
|
SIGNED
by ▇▇ ▇▇▇ Shuipan
duly
authorised for and on
behalf of XDLONG INTERNATIONAL
COMPANY
LIMITED
|
)
)
)
|
 |
3
AS
WITNESS the hands of the parties or their duly authorised representatives
the day and year first above written.
|
SIGNED by ▇▇
▇▇▇ SHUIPAN
|
)
|
|
|
SIGNED
by ▇▇ ▇▇▇▇▇ ▇▇▇
duly
authorised for and on
behalf of RICHWISE INTERNATIONAL
INVESTMENT
GROUP LIMITED
|
)
)
)
)
|
|
|
SIGNED by ▇▇.
▇▇▇▇▇ ▇▇▇
|
)
|
|
|
SIGNED
by Mr ▇▇▇▇▇ ▇▇▇▇▇
duly
authorised for and on
behalf of the ELEVATECH
LIMITED
|
)
)
)
|
 |
|
SIGNED
by ▇▇ ▇▇▇ Shuipan
duly
authorised for and on
behalf of XDLONG INTERNATIONAL
COMPANY
LIMITED
|
)
)
)
|
3