December 28, 2005 Mr. Chu Quan, Li 10/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...
December
28, 2005
Xx.
Xxx
Xxxx, Li
10/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 and October 29, 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, (iii) that certain
amendatory letter, dated April 13, 2004, and (iv) that certain amendatory
letter, dated October 29, 2004, each of the amendatory letters amend the
September 29 Contract and the January 29 Contract (the “Amendments” 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$12,000,000
(the First Payment) on
December
31, 2005; and (ii) US$16,800,000 (the Second payment) on December 31, 2006.
Xxxxx Xxxx has requested Minghua to provide Xxxxx Xxxx with an extension
of the
due date of the First Payment until
December
31, 2006
and
the Second Payment until June 30, 2007.
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 December 31, 2005 to December
31,
2006, and the Second Payment until June 30, 2007.
2. 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.
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
Xxxxx-Xx Xx, 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
Xxxxx-Xx
Xx, Chairman and CEO
/s/
Xxx Xxxx
Xx
XXX
XXXX
XX, individually as third party beneficiary
