Amendment Agreement to Share Purchase Agreement Among Sihitech Company Limited, China Unistone Acquisition Corp., Yucheng Technologies Limited, and Others
This agreement, dated June 29, 2006, amends a previous share purchase agreement (SPA) signed on December 20, 2005, among several companies and individuals, including Sihitech Company Limited, China Unistone Acquisition Corp., Yucheng Technologies Limited, and others. The amendment changes the deadline for closing the transaction to November 24, 2006, unless extended by written agreement, and clarifies that parties in breach cannot terminate the agreement under this provision. All other terms of the original SPA remain unchanged and in effect.
EXHIBIT 10.1
AN AMENDMENT AGREEMENT is made on June 29, 2006
AMONG
(1) SIHITECH COMPANY LIMITED, a company with limited liability established and existing pursuant to the laws of the British Virgin Islands (BVI) whose registered office is at TrustNet Chambers, P.O. Box 3444, Road Town, Tortola, British Virgin Islands;
(2) MEGA CAPITAL GROUP SERVICES LIMITED, a company with limited liability established and existing pursuant to the laws of the BVI whose registered office is at TrustNet Chambers, P.O. Box 3444, Road Town, Tortola, British Virgin Islands;
(3) PROFIT LOYAL CONSULTANTS LIMITED, a company with limited liability established and existing pursuant to the laws of the BVI whose registered office is at TrustNet Chambers, P.O. Box 3444, Road Town, Tortola, British Virgin Islands;
(4) ELITE CONCORD INTERNATION LIMITED, a company with limited liability established and existing pursuant to the laws of the BVI whose registered office is at TrustNet Chambers, P.O. Box 3444, Road Town, Tortola, British Virgin Islands;
(5) CHINA CENTURY HOLDINGS GROUP LIMITED, a company with limited liability established and existing pursuant to the laws of the BVI whose registered office is at TrustNet Chambers, P.O. Box 3444, Road Town, Tortola, British Virgin Islands;
(6) SHINING GROUTH INVESTMENT GROUP LIMITED, a company with limited liability established and existing pursuant to the laws of the BVI whose registered office is at TrustNet Chambers, P.O. Box 3444, Road Town, Tortola, British Virgin Islands; and
(7) CHINA UNISTONE ACQUISITION CORP., a company incorporated under the laws of the State of Delaware of the United States; and
(8) YUCHENG TECHNOLOGIES LIMITED, a wholly owned subsidiary of CUAQ and a company incorporated under the laws of the BVI whose registered office is at Room 1708, Dominion Centre 43-59 Queens Road East, Wanchai, Hong Kong S.A.R.
(9) CHIH CHEUNG
(10) JAMES LI
(11) JAMES PREISSLER
WHEREAS
The Parties have signed an agreement for sale and purchase of shares of Ahead Billion Venture Limited and Port Wing Development Company Limited as of December 20, 2005 (the SPA).
IT IS AGREED as follows:
1 The Parties agree that Section 11.1(c) of the SPA shall be amended to read as follows:
(c) by either CUAQ or the Vendors jointly, if the Closing has not occurred by November 24, 2006 (or such other date as may be extended from time to time by written agreement of Parties); provided, however, that the right to terminate this Agreement under this Section 11.1(c) shall not be available to any Party that is then in breach of any of its covenants, representations or warranties in this Agreement;
2 The Parties agree that except as amended hereby, the provisions of the SPA are confirmed and shall remain unchanged and shall continue in full force and effect.
2
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above.
For and on behalf of |
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Sihitech Company Limited |
| Elite Concord International Limited | ||||||||||
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By: | /s/ HONG WEIDONG |
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| By: | /s/ ZENG SHUO |
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Name: HONG Weidong |
| Name: ZENG Shuo | ||||||||||
Title: Authorized Representative |
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For and on behalf of |
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Mega Capital Group Services Limited |
| China Century Holdings Group Limited | ||||||||||
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By: | /s/ WANG YANMEI |
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| By: | /s/ ZHONG MINGCHANG |
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Name: WANG Yanmei |
| Name: ZHONG Mingchang | ||||||||||
Title: Authorized Representative |
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For and on behalf of |
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Profit Loyal Consultants Limited |
| Shinning Growth Investment Group Limited | ||||||||||
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By: | /s/ MA GEHUA |
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| By: | /s/ WANG YI |
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Name: MA Gehua |
| Name: WANG Yi | ||||||||||
Title: Authorized Representative |
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For and on behalf of |
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China Unistone Acquisition Corp. |
| Yucheng Technologies Limited | ||||||||||
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By:/s/ CHIH CHEUNG |
| By: | /s/ CHIH CHEUNG |
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Name: Chih Cheung |
| Name: Chih Cheung | ||||||||||
Title: Chairman |
| Title: Director | ||||||||||
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/s/ CHIH CHEUNG |
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| /s/ JAMES LI |
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Chih Cheung |
| James Li | ||||||||||
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/s/ James Preissler |
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James Preissler |
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