AMENDMENT
TO
SHARE CONTRIBUTION AND PURCHASE AGREEMENT
This AMENDMENT (the “Amendment”) is entered into as of September 5, 2012, by and among the following parties to amend that certain Share Contribution and Purchase Agreement entered into by and among the following parties as of April 21, 2012 (the “Agreement”):
Mr. Guangwen He, the Chairman of HQ Global Education Inc (“HQGE”), whose PRC ID card number is 430124196807081491 and residential address is No. 27 Jingsha Road, Jingnan Village, Lijingpu Town, Ningxiang County, Changsha City, Hunan Province, China;
Ms. Yabin Zhong, the spouse of Mr. He, whose PRC ID card number is 43012419660828144X and residential address is No. 27 Jingsha Road, Jingnan Village, Lijingpu Town, Ningxiang County, Changsha City, Hunan Province, China;
Nicestar International Limited, a company incorporated in the British Virgin Islands with limited liability, whose registered address is 2nd Floor, Abbott Building, Road Town, Tortola, British Virgin Islands;
Global Polytechnic Education Group Limited, a company incorporated in the British Virgin Islands, whose registered address is P.O. Box 3444, Road Town, Tortola, British Virgin Islands;
Certain registered shareholders of HQGE as listed in Schedule 1 and Schedule 2 attached to the Agreement.
NOW THEREFORE, pursuant to Section 17 of the Agreement, the parties agree to amend the Agreement as follows:
1. Amendment. Effective as of the date of this Amendment, the Recital C of the Agreement shall be amended and restated in its entirety to read as follows:
“The Selling Shareholders have agreed to sell to the Company, and the Company has agreed to purchase 4,976,000 HQGE Shares on April 23, 2012 and 4,355,500 HQGE Shares to be closed on or before September 5, 2012 or any other date as the Parties agree on, totaling 9,331,500 HQGE Shares (“Sale Shares”), subject to the terms and conditions set out in this Agreement (the “Share Transfers”)”
Effective as of the date of this Amendment, the second paragraph of the Section 3.1 of the Agreement shall be amended and restated in its entirety to read as follows:
“Subject to the satisfaction or waiver of the Conditions set forth in Section 7, on or before September 5, 2012 or any other date as the Parties agree on (the “Second Closing Date”), each Selling Shareholder as set forth on Schedule 2 shall sell to the Company and the Company shall purchase the 4,355,500 HQGE Shares held by such Selling Shareholders as set forth on Schedule 2 at the Purchase Price in cash, free and clear of all liens, claims, Encumbrances and restrictions of any kind whatsoever together with all rights attaching thereto.”
Effective as of the date of this Amendment, the last sentence of the Section 5 of the Agreement shall be amended and restated in its entirety to read as follows:
“In case the Company does not make full payments to the Selling Shareholders as set forth in Schedule 2 on or before September 5, 2012 or any other date as the Parties agree on, the exclusivity stated under Section 5 shall expire upon the choice of the Selling Shareholders.”
Effective as of the date of this Amendment, the Section 8.1.A of the Agreement shall be amended and restated in its entirety to read as follows:
“by either party, if the Closing has not occurred by September 5, 2012 or any other date as the Parties agree on, provided that the terminating party is not in material breach of any of the Transaction Documents”
Effective as of the date of this Amendment, the heading of the Schedule 2 attached to the Agreement shall be amended and restated in its entirety to read as follows:
“NAME LIST OF SELLING SHAREHOLDERS WHO HAVE AGREED TO CLOSE THE TRANSACTION ON OR BEFORE SEPTEMBER 5, 2012 OR ANY OTHER DATE AS THE PARTIES AGREE ON”
2. Full Force and Effect. Except as amended hereby, the Agreement remains in full force and effect and the terms, covenants and conditions set forth therein are hereby ratified, confirmed and restated as if fully set forth herein.
3. Counterparts; Signatures. This Amendment may be executed in counterparts, each of which shall be deemed an original and all of which taken together shall constitute but one and the same instrument. Any signature to this Amendment that is sent by facsimile, PDF file (or other similar imaging software) via electronic mail, or other similar means, shall be considered valid and binding.
[SIGNATURES BEGIN ON THE FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first above written.
By: | ||
Name: Guangwen He | ||
By: | ||
Name: Yabin Zhong |
NICESTAR INTERNATIONAL LIMITED |
By: | ||
Name: Guangwen He | ||
Title: Sole Director |
GLOBAL POLYTECHNIC EDUCATION GROUP LIMITED |
By: | ||
Name: Guangwen He | ||
Title: Director |
SELLING SHAREHOLDER:
Name: Wenbiao Song | |
Address: | |
No.30, Laoqianggeng Street | |
Xuanwu District, Beijing, P.R.China |
SELLING SHAREHOLDER:
Name: Hansong Liu | |
Address: | |
Floor 23, Building B, Beijing Wanda Plaza | |
No.93, Jianguo Road, Chaoyang District | |
Beijing, 100022, P.R.China |
SELLING SHAREHOLDER:
Name: Saimeng Wang | |
Address: | |
Room 1503, Bogong International Center, Building | |
No.3, Chaowai Street, Chaoyang District | |
Beijing, 100022, P.R.China |
SELLING SHAREHOLDER:
Infinity Wealth Management Limited | ||
By: | ||
Name: | ||
Title: | ||
Address: | ||
Beijing Post Box 100069-2 | ||
Beijing, 100069, P.R.China |
SELLING SHAREHOLDER:
Name: Jin Hua | |
Address: | |
342, No.26, Fengyuan Street | |
Xigang District, Dalian City | |
Liaoning Province, P.R.China |
SELLING SHAREHOLDER:
Name: Chen Wang | |
Address: | |
Floor 21, New Poly Plaza | |
No.1 Chaoyangmen North Street | |
Dongcheng District, Beijing, P.R.China |
SELLING SHAREHOLDER:
Name: Ming Yang | |
Address: | |
Room 525, Beijing Huapu International Plaza | |
Chaowai Street, Beijing, 100020, P.R.China |
SELLING SHAREHOLDER:
Best Olympic Limited | ||
By: | ||
Name: | ||
Title: | ||
Address: | ||
Room 501, Gate 3, Building 16 | ||
Hengyitiao Road, Fengtai District, | ||
Beijing, 100078, P.R.China |
SELLING SHAREHOLDER:
American First United Investment Group | ||
Limited | ||
By: | ||
Name: | ||
Title: | ||
Address: | ||
Room 42, 4th Floor, New Henry House | ||
10 Ice Street | ||
Central Hong Kong |
SELLING SHAREHOLDER:
Name: Hongmei Chen | |
Address: | |
Room 1, Floor 11, Unit 1, Building 5 | |
Shifangyuan BL, No.1, Yangfangdian | |
Beijing, 100038, P.R.China |
SELLING SHAREHOLDER:
Greater Dynasty Int'l Financial Holdings | ||
Limited | ||
By: | ||
Name: | ||
Title: | ||
Address: | ||
Room 3902, Office Building, A Tower | ||
Beijing Fortune Donganhuan MDL | ||
Beijing, 100020, P.R.China |
SELLING SHAREHOLDER:
Name: Shen Yue | |
Address: | |
Rm. 13 Door. 1 Bldg. 12 | |
Fatou Xili BL 1Chaoyang Distr. | |
Beijing 100023 China |
SELLING SHAREHOLDER:
Name: Shangxun Xiong | |
Address: | |
Room 902, Building 11, Hexie Yayuan Bl. | |
No. 8, Wusheng Road (N), Chaoyang District | |
Beijing 100020 China |
SELLING SHAREHOLDER:
Name: Dongping Liu | |
Address: | |
Room 402, Unite 1, Building 5, Ciji Honchg | |
Dangyang City, Hubei Province | |
444100 China |