Exhibit 10.12
CHARDAN SOUTH CHINA ACQUISITION CORPORATION
000 Xxxxxxxx, Xxxxx 0000
Xxx Xxxxx, XX 00000
May 16, 2006
Continental Stock Transfer & Trust Company
00 Xxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx X. Xxxxxx
EarlyBirdCapital, Inc.
000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Attn: Xxxxx X. Xxxxxxxx, Chairman
Re: Investment Management Trust Agreement
Gentlemen:
Reference is made to that certain Investment Management Trust Agreement
(the "Agreement"), dated as of August 2, 2005, between Chardan South China
Acquisition Corporation ("Company") and Continental Stock Transfer & Trust
Company. Section 1(c) is hereby deleted in its entirety and replaced with the
following:
"(c) In a timely manner, upon the instruction of the Company, to invest
and reinvest the Property in United States "Government Securities" with the
meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a
maturity of 180 days or less, and/or in any open ended investment company
registered under the Investment Company Act of 1940 that holds itself out as a
money market fund selected by the Company meeting the conditions of paragraphs
(c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company
Act of 1940; as determined by the Company;"
Except as indicated above, the Agreement shall remain in full force and
effect.
CHARDAN SOUTH CHINA ACQUISITION
CORPORATION
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: Chief Executive Officer
Acknowledged and agreed this 16th day of May, 2006
CONTINENTAL STOCK TRANSFER &
TRUST COMPANY
By: /s/ Xxxxxx Xxxxxx
------------------------------------------
Name: Xxxxxx Xxxxxx
Title:Chairman
The undersigned is required to consent to this amendment pursuant to Section
5(c) of the Investment Management Trust Agreement and hereby does so.
EARLYBIRDCAPITAL, INC.
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
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Title:President
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