Amendment to the Exclusive Purchase Option Agreement For Signature
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For
Signature
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Exhibit
A
AMENDMENT
TO THE EXCLUSIVE PURCHAE OPTION
by
and among
FAITH
WINNER (
JIXIAN )
AGRICULTURE DEVELOPMENT
COMPANY
LIMITED
HEILONGJIANG
YANGLIN SOYBEAN GROUP CO., LTD.
and
THE
SHAREHOLDERS THERETO
April
3, 2009
1
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For
Signature
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AMENDMENT TO THE EXCLUSIVE PURCHAE OPTION
This
Amendment to the Exclusive Option Agreement (the “Amendment”) is entered into on
April 3, 2009 by and among the following parties in Jixian County, Heilongjiang
Province, the People’s Republic of China.
Party A: Faith Winner
(Jixian) Agriculture Development Company Limited
Registered
Address: Yanglin Plaza, Fuli Town, Jixian County, Shuangyashan,
Heilongjiang,
China.
Legal
representative: Xxx Xxxxxx
Party B: Heilongjiang Yanglin
Soybean Group Co., Ltd.
Registered
Address: Hedong District, Fuli Town, Jixian County,
Shuangyashan,
Heilongjiang, China.
Legal
representative: Xxx Xxxxxx
Party C: Xxx Xxxxxx, holding
70% of total outstanding ownership interest in Party B.
ID Card
Number: 230521196304230016
Address:
00 Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxxxxxxxx Xxxxxxxx, PRC
Party D: Ding Huanqin, holding
30% of total outstanding ownership interest in Party B.
ID Card
Number: 230521196210130022
Address:
00 Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxxxxxxxx Xxxxxxxx, PRC
Party A,
Party B, Party C, Party D are hereinafter from time to time, collectively,
referred to as the “Parties”, and each of them is
hereinafter from time to time referred to as a “Party”; Party C, Party D are
hereinafter from time to time, collectively, referred to as the “Shareholders” and each of them
is hereinafter from time to time referred to as a “Shareholder” or any “Shareholder”. The
equity interests in Party B held by each Shareholder or any shareholder now
existing or hereafter acquired is hereinafter from time to time referred to as
the “Equity
Interests”.
WHEREAS:
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1.
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Party
A, an wholly foreign owned enterprise incorporated under the laws of the
People’s Republic of China (the “PRC”), which engages in
the business of technical
support and consigned
management services
on agriculture development, technical support, technical transfer, and information consulting
(excluding the restricted
projects);
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2
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For
Signature
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2.
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Party
B, a liability limited company incorporated under PRC laws in Heilongjiang
Province, is licensed by Administrative Departments for Industry and
Commerce Shuangyashan Branch to carry on the business of acquisition of
soybeans or processing of soybean products
etc;
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3.
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NOW, THEREFORE, the Parties
through mutual negotiations hereby enter into this Amendment for the purpose of
amending the Exclusive Purchase Option Agreement as follows:
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1.
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AMENDMENT
TO ARTICLE 1 OF THE
AGREEMENT
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1.1
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Article
1.5 of the Agreement shall be modified , amended and restated in its
entirety to read: “
”To
the extent permitted by applicable Chinese law and regulations then in
force, the exercise price of the exclusive purchase option shall be
$17,000,000, or such greater amount as required by the then applicable
Chinese law and regulations.”
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1.2 |
Article
1.6 of the Agreement shall be modified, amended and restated in its
entirety to read:
“In
the event that Party A elects to purchase the Equity Interests held by the
Shareholders, all of the consideration net tax (the “Consideration
of Equity Transfer”) obtained by the
Shareholders shall be used to repay Party A.
In
the event that Party A elects to purchase the assets of Party B, Party B shall use all of the consideration net tax (the “Consideration
of Assets Transfer”) to repay Party A.
To the extent that the Consideration of Equity
Transfer or Assets Transfer is greater than $17,000,000 as required by the then applicable law or
for any other reasons, the excess
shall be paid by Party B to Party A
as interest on the loan made under
the Loan Agreement dated September 24, 2007 between Party A and
Party B.
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2.
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AMENDMENT
TO ARTICLE 3.1(k) OF THE AGREEMENT
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2.1
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Article
3.1(k) shall be modified, amended and restated in its
entirety:
“Party
B shall not distribute any dividends in any manner to its shareholders
until after the exercise of the exclusive purchase option by Party A under
the Agreement.”
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3
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For
Signature
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3.
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AMENDMENT
TO ARTICLE 10.1 OF THE AGREEMENT
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3.1
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Article
10.1 shall be supplemented by the following:
“To
the extent that there shall be any discrepancies between the Agreement and
this Amendment, this Amendment shall
control.”
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4.
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EVENTS
OF DEFAULT
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4.1
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Any
violation of any provision hereof, incomplete performance of any
obligation provided hereunder, any misrepresentation made hereunder,
material concealment or omission of any material fact or failure to
perform any covenants provided hereunder by any Party shall constitute an
event of default. The defaulting Party shall assume all the legal
liabilities pursuant to the applicable PRC laws and
regulations.
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5.
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EFFECTIVENESS
AND MISELLANEOUS
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5.1
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This
Amendment shall be effective upon the execution hereof by the Parties
hereto and shall remain effective
thereafter.
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5.2
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This
Amendment is executed in both Chinese and English; both versions shall be
equally valid and authentic. There are four (4) originals for each
version, with each Party having one, and each original copy has the same
legal effect.
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[Signature page
follows]
4
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For
Signature
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[SIGNATURE PAGE
ONLY]
IN WITNESS THEREFORE, the
parties hereof have caused this Amendment to be executed by their duly
authorized representatives as of the date first written above.
Party A: Faith Winner (Jixian) Agriculture
Development Company Limited
Legal representative: /s/ Xxx
Xxxxxx
(Seal)
Party B: Heilongjiang Yanglin Soybean Group
Co., Ltd.
Legal representative: /s/ Xxx
Xxxxxx
(Seal)
Party C: Xxx Xxxxxx
/s/ Xxx
Xxxxxx
Signature
Party D: Ding Huanqin
/s/ Ding
Huanqin
Signature
5
