Exhibit 10.70
XXXX.XXX
Xxxx Xxx Xxxx, 00X, Xxxxxxxx X
00 Xxxxxxx Xxxx, Xxxxxxx, Xxxxx 000000
By Fax and Hand Delivery:
(000) 0000 0000
January 6, 2003
The Shareholders of MeMeStar Limited
MeMeStar Limited
x/x 0X, 00 Xxxxxxxxx Xxxx
Xxx-Xxxxxx, Xxxx Xxxx
Dear Sirs,
Re: Amendment to Share Purchase Agreement
We refer to the Share Purchase Agreement, dated as of January 3,
2003, entered into by and among XXXX.XXX, MeMeStar Limited (the "Company") and
the Shareholders of the Company identified therein (the "Share Purchase
Agreement").
a. Clause (i) of Section 2.02 of the Share Purchase Agreement shall
be amended to read as follows:
"(i) US$10,277,675 less the US dollar equivalent of RMB2,600,000
determined using the basic inter-bank exchange rate published by the
People's Bank of China on the business day immediately preceding the
Closing Date (the "Cash Consideration") shall be paid pursuant to
Section 2.04(c),";
b. Section 6.01 of the Share Purchase Agreement shall be amended to
incorporate clause (c) below as Section 6.01(c), which shall read as follows:
"(c) The Company and the Shareholders agree that, between the date
of the Share Purchase Agreement and the timing of the Closing,
XXXX.XXX shall have the right to control the management and business
operations of the Company, and the Company and the Shareholders
hereby irrevocably ratify and delegate such right to XXXX.XXX,
provided that such right shall be withdrawn if the Closing does not
occur pursuant to the Share Purchase Agreement, and provided,
further, that XXXX.XXX shall not bear any liability arising out of,
or resulting from the exercise by XXXX.XXX of such right.";
c. Exhibit C of the Share Purchase Agreement shall be amended to be
as
1
Annex A attached hereto.
Please signify your acknowledgement and acceptance of the above
amendments to the Share Purchase Agreement by signing in the designated place
below.
Sincerely,
XXXX.XXX
By: /s/ Xxxxxxx Xxxx
----------------
Name: Xxxxxxx Xxxx
Title: Chief Financial Officer
ACKNOWLEDGED AND AGREED:
MEMESTAR LIMITED
By: /s/ Xxxx Xx
-----------
Name: Xxxx Xx
Title: Chairman
DRAGONTECH VENTURES LIMITED
By: /s/ Xxxxx Xxxx
--------------
Name: Xxxxx Xxxx
Title: Authorized Signatory
XXXX-XXXXXXX.XXX CORPORATION
By: /s/ Xxxx Xx
-----------
Name: Xxxx Xx
Title: Chairman
WIN LIGHT LIMITED
By: /s/ Xx Xx
---------
Name: Xx Xx
Title: Sole Director
RICHES KEY LIMITED
By: /s/ Li Yi Wen
-------------
Name: Li Yi Wen
2
Title: Sole Director
PROFIT STAND INVESTMENTS LIMITED
By: /s/ Cai Feng
------------
Name: Cai Feng
Title: Sole Director
EASY UP LIMITED
By: /s/ Xxxx Xxx
------------
Name: Xxxx Xxx
Title: Sole Director
By: /s/ Xxxx Xx
-----------
Xxxx Xx
DRAGONTECH VENTURES MANAGEMENT LIMITED
By: /s/ Xxxxx Xxxx
--------------
Name: Xxxxx Xxxx
Title: Authorized Signatory
Cc: Xxxxxx Xxxx, Esq.
Xxxxxxxx & Xxxxxxxx
Fax: (000) 0000-0000
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Annex A
EXHIBIT C
ALLOCATION OF PURCHASE PRICE
PORTION OF PORTION OF DEFERRED PORTION OF SHARE PORTION OF DEFERRED
NAME CASH CONSIDERATION CASH CONSIDERATION CONSIDERATION SHARE CONSIDERATION
DragonTech Ventures Limited US$ 4,008,638 US$ 0 US$ 0 US$ 0
DragonTech Ventures Management
Limited US$ 367,377 US$ 0 US$ 0 US$ 0
Xxxx-Xxxxxxx.xxx Corporation US$ 1,879,690 US$ 0 US$ 453,255.5 US$ 453,255.5
Win Light Limited US$ 1,147,884 US$ 2,282,573 US$ 827,433 US$ 827,433
Riches Key Limited US$ 518,042 US$ 1,030,629 US$ 373,603 US$ 373,603
Profit Stand Investments Limited US$ 507,017 US$ 1,005,465 US$ 364,481 US$ 364,481
Easy Up Limited US$ 473,564 US$ 931,332 US$ 337,608 US$ 337,608
Xxxx Xx US$ 1,061,453 US$ 0 US$ 268,619.5 US$ 268,619.5
TOTAL US$ 9,963,665 US$ 5,250,000 US$ 2,625,000 US$ 2,625,000
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