[Exhibit 10 - Letter Agreement]
XXXX XXX GROUP INTERNATIONAL HOLDINGS LIMITED
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October 29, 2004
Xx. Xxx Quan, Li
I0/F. GuangDong BianFang Bldg. Fujing Rd. FuTian District,
Shenzhen
People's Republic of China
Re: Amendment to Contracts Dated September 29, 2003 and January 29, 2004, as
amended by the letter, dated April 13, 2004.
Dear Xx. Xx:
Reference is made to (i) that certain Regulation S Subscription Agreement,
dated September 29, 2003 (the "September 29 Contract"), between Minghua Group
International Holdings Limited ("Minghua") and Beijing Xxxxx Xxxx Real Estate
Development Co., Ltd. ("Xxxxx Xxxx"), (ii) that certain contract, dated January
29, 2004 (the "January 29 Contract"), between Minghua and Xxxxx Xxxx and that
certain amendatory letter, dated April 13, 2004, amending the September 29
Contract and the January 29 Contract (the "Amendment" and together with the
September 29 Contract and the January 29 Contract, the "Contracts"). Capitalized
terms used, but not otherwise defined, have the meanings ascribed to such terms
in the Contracts.
Pursuant to the Contracts, Xxxxx Xxxx is or was, as applicable, required to
pay Minghua (i) US$3,990,326 (the "First Payment") on May 31, 2004, (ii)
US$12,000,000 (the "Second Payment") on October 15, 2004; and (iii)
US$16,800,000 (the "Third Payment") on November 30, 2004. Xxxxx Xxxx has
requested Minghua to provide Xxxxx Xxxx with an extension of the due date of the
First Payment until December 31, 2004. the Second Payment until December 31.
2005, the Third Payment until December 31, 2006.
As a condition to this further extension, Xxx Xxxx Li, as third party
beneficiary and acting on behalf of the stockholders of Minghua must consent to
this extension.
Accordingly, the parties hereto, hereby agree to amend the Contracts as
follows:
1. Extension of Payment Date. The Contracts are hereby amended to
extend the due date for the First Payment from May 31, 2004 to December 31,2004,
the Second Payment until December 31, 2005, and the Third Payment until December
31, 2006.
2. Agreement of Oiang long Directors to Resign: The Xxxxx Xxxx
Directors hereby agree that if the total payment is not made by Xxxxx Xxxx on or
before December 31, 2006, then the Xxxxx Xxxx Directors shall , at the request
of Xxx Xxxx Li, resign from their positions as members of board of directors of
Minghua and appoint such persons to the board as may be requested by Xxx Xxxx
Li. The Xxxxx Xxxx Directors hereby agree to take any and all action and to
execute such consents, agreements, documents and instruments as may be necessary
or desirable to give effect to the provisions of this Section 2.
3. Agreement not to Issue or Reduce Shares: The Xxxxx Xxxx Directors
hereby agree that, except in instances where their fiduciary duties as directors
of the Company may require otherwise, they shall not authorize the issuance or
reduce any securities of Minghua until after all of the payments have been made
unless Xxx Xxxx Li consents to do some issuing or reducing.
4. Contracts Remains in Full Force and Effect. Except as modified by
this letter agreement, the Contracts remain valid and binding upon the parties,
unchanged and in full force and effect, including, without limitation, the third
party beneficiary provisions of the Amendment. This letter agreement shall be
treated by the parties as a supplement and an amendment to the Contracts and
shall be governed by the provisions thereof, including any provisions regarding
governing law and arbitration.
5. Miscellaneous. The parties hereto, without the need for any
additional consideration, agree to execute such other and further instruments,
documents and agreements and to perform such other acts as may be reasonably
required to effectuate the purposes of this letter agreement. This letter
agreement along with the Contracts constitute the entire understanding among the
parties hereto with respect to the subject matter hereof and supersedes all
prior agreements, arrangements and understandings relating to the subject matter
hereof, including without limitation, any Chinese language versions of this
agreement or the Contracts that may have been entered into by the parties prior
to the date hereof. Notwithstanding any provision of the Contracts to the
contrary, neither this letter agreement nor the Contracts may be amended,
modified or supplemented except by a written instrument signed by all of the
parties hereto, including, the party named herein as an intended third party
beneficiary hereunder. This letter agreement may be executed in any number of
counterparts, each of which shall be deemed an original and enforceable against
the parties actually executing such counterpart, and all of which, when taken
together, shall constitute one instrument. Facsimile execution and delivery of
this letter agreement is legal, valid and binding execution and delivery for all
purposes.
[signature page follows]
Please indicate your assent to the foregoing by executing this letter in the
space provided below.
Sincerely,
MINGHUA GROUP INTERNATIONAL HOLDINGS LIMITED
By: /s/ Xxxxx-Xx Xx
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Change-De Li, Interim Chief Executive
Officer and Chairman
ACCEPTED AND AGREED
TO AS OF THE DATE OF THIS
LETTER:
BEIJING XXXXX XXXX REAL
ESTATE DEVELOPMENT CO., LTD.
By: /s/ Xxxxx-Xx Xx
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Xxxxx-Xx Xx, Chairman and CEO
/s/ Xxx Xxxx Li
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XXX XXXX LI, individually as third party beneficiary
