Amendment Agreement to Share Purchase Agreement Among Sihitech Company Limited, China Unistone Acquisition Corp., Yucheng Technologies Limited, and Others

Summary

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.

EX-10.1 2 a06-14800_1ex10d1.htm EX-10

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 Queen’s 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.

 

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above.

For and on behalf of

 

For and on behalf of

Sihitech Company Limited

 

Elite Concord International Limited

 

 

 

By:

/s/ HONG WEIDONG

 

 

By:

/s/ ZENG SHUO

 

Name: HONG Weidong

 

Name: ZENG Shuo

Title: Authorized Representative

 

Title: Authorized Representative

 

 

 

 

 

 

For and on behalf of

 

For and on behalf of

Mega Capital Group Services Limited

 

China Century Holdings Group Limited

 

 

 

By:

/s/ WANG YANMEI

 

 

By:

/s/ ZHONG MINGCHANG

 

Name: WANG Yanmei

 

Name: ZHONG Mingchang

Title: Authorized Representative

 

Title: Authorized Representative

 

 

 

 

 

 

For and on behalf of

 

For and on behalf of

Profit Loyal Consultants Limited

 

Shinning Growth Investment Group Limited

 

 

 

By:

/s/ MA GEHUA

 

 

By:

/s/ WANG YI

 

Name: MA Gehua

 

Name: WANG Yi

Title: Authorized Representative

 

Title: Authorized Representative

 

 

 

 

 

 

For and on behalf of

 

For and on behalf of

China Unistone Acquisition Corp.

 

Yucheng Technologies Limited

 

 

 

By:/s/ CHIH CHEUNG

 

By:

/s/ CHIH CHEUNG

 

Name: Chih Cheung

 

Name: Chih Cheung

Title: Chairman

 

Title: Director

 

 

 

/s/ CHIH CHEUNG

 

 

 

/s/ JAMES LI

 

 

Chih Cheung

 

James Li

 

 

 

 

 

 

/s/ James Preissler

 

 

 

 

James Preissler

 

 

 

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