Amendment to Share Purchase Agreement between Xin Net Corp. and Sellers regarding Beijing Quicknet Telecommunications Corp. Ltd.

Summary

This amendment updates the share purchase agreement between Xin Net Corp. and the sellers of Beijing Quicknet Telecommunications Corp. Ltd. It grants Xin Net the right to appoint the entire board of Beijing Quicknet as long as it remains a shareholder, with sellers providing an irrevocable proxy for board appointments. Additionally, 49% of Beijing Quicknet shares will transfer to Xin Net at closing, and another 2% will transfer for $100 once certain legal or regulatory conditions are met.

EX-10.1 3 ex10-1a.txt AMENDMENT TO SHARE PURCHASE AGREEMENT AMENDMENT TO THE SHARE PURCHASE AGREEMENT 1. The Parties hereby agree that Xin Net Corp. has full and unrestrict - -ed rights to appoint the entire Board of Beijing Quicknet Telecommunications Corp. Ltd. (Beijing Quicknet) for as long as Xin Net is a shareholder. Sellers hereby grant their irrevocable proxy to Xin Net to vote all of their shares for the appointment and election of directors, and the board will have the exclusive right to appoint officers and managers. A formal Proxy will be expected at closing. 2. The Parties hereby agree that 49% will be transferred immediately to Xin Net Corp. upon closing, another 2% of Beijing Quicknet will be conveyed for US$100 (USD) when either of the following is completed to the satisfaction of Xin Net Corp.: A. The appropriate government ministry in China approves of the transfer of the 2% ownership in Beijing Quicknet. B. Another legal mechanism for transfer of the 2% ownership of Beijing Quicknet is arranged. Date: February 20, 2004 SIGNATURES ------------------------------------ ------------------------------------ ------------------------------------