Exhibit 4.(a).32
SUPPLEMENTARY AGREEMENT RELATING TO SHARE PURCHASE
AGREEMENT
This SUPPLEMENTARY AGREEMENT RELATING TO SHARE PURCHASE AGREEMENT (this
"Agreement") is dated as of June 29, 2005, and is made by and among CDC Mobile
Media Corporation, a company organized and existing under the laws of the
British Virgin Islands and a 100% wholly owned subsidiary of Xxxxx.xxx Inc. (the
"Purchaser"); Unitedcrest Investments Limited, a company organized and existing
under the laws of British Virgin Islands (the "Company"); the Related Entity (as
defined below); Xxxxx Xxx Lan, Xx Xxxx Ning, Xxxxx Xxx, Ma Xxx Xxxxx and Xxxxx
Xxx Gang (each the "Seller" collectively, the "Sellers"); Palmweb Inc., a
company incorporated and existing under the laws of Cayman Islands (the
"Guarantor"). Each of the parties hereto may be collectively referred to as the
"Parties" or individually as a "Party".
WHEREAS the Parties have entered into the Share Purchase Agreement dated
June 27, 2005.
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.
2. Portion of Consideration to Be Withheld Pending Tenancy Termination.
(a) Notwithstanding the provisions of the SPA, the Purchaser shall be entitled
to withhold such portion of the Consideration equal to RMB50,000 until all
the tenancy agreements of SZKK's branch offices are properly terminated as
pursuant to Section 5.12(c) of the SPA.
(b) In exchange for the agreement of the Sellers, the Company and SZKK with
respect to the Purchaser's right to withhold RMB50,000 as described above,
the Purchaser hereby waives the fulfilment, at or before Closing, of the
covenant of the Sellers, the Company and SZKK set out in Section 5.12(c) of
the SPA.
3. Correction of Cross-Reference to Disclosure Schedule in Section 5.12(c).
The cross-reference to "Section 3.0(g)" of the Disclosure Schedule
contained in Section 5.12(c) of the SPA shall be corrected by having such
reference replaced by "Section 3.15".
4. Addition of Exhibit 7.04
Exhibit 7.04, in the form and substance as set out in Appendix 1 attached
hereto, shall be
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added to the SPA.
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the
duly
UNITEDCREST INVESTMENTS LIMITED
By: /s/ Xxxxx Xxx Gang
---------------------------------
Name: Xxxxx Xxx Gang
Title: Director
SHENZHEN KK TECHNOLOGY LIMITED
By: /s/ Ye Yong Ning
---------------------------------
Name: Ye Yong Ning
Title: Chief Operating Officer
XXXXX XXX LAN
By: /s/ XXXXX Xxx Lan
---------------------------------
YE YONG NING XXXXX
By: /s/ YE Yong Ning Xxxxx
---------------------------------
XXXXX XXX
By: /s/ XXXXX Xxx
---------------------------------
MA ZHI QIANG
By: /s/ MA Zhi Qiang
---------------------------------
XXXXX XXX GANG
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By: /s/ XXXXX Xxx Gang
---------------------------------
CDC MOBILE MEDIA CORPORATION
By: /s/ Xxxx Xxx Xx XXXX
---------------------------------
Name: Xxxx Xxx Xx XXXX
Title: Director
PALMWEB INC.
By: /s/ Xxxx Xxx Xx XXXX
---------------------------------
Name: Xxxx Xxx Xx XXXX
Title: Director
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Appendix 1
Exhibit 7.04
The completion of the transactions contemplated under the Equity Transfer
Agreement is subject to the completion of the registration with the Shenzhen
Municipal Administration of Industry and Commerce with respect to the changes of
the shareholders and the changes of the legal representatives of Shenzhen KK
Technology Limited.
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