EXHIBIT 2.1
AMENDMENT
TO
ACQUISITION AGREEMENT
Amendment No. 1 dated as of April 4, 2009 (the "Amendment") to the
Acquisition Agreement, dated as of December 19, 2008 (the "Original Agreement"),
by and among Zhejiang Yong Xing Digital Technology Co. Ltd. ("Zhejiang") and
Yiwu Yong Xin Communication Ltd. ("Yiwu"), Jinhua Baofa Logistic Ltd. ("Jinhua")
and the shareholders of Jinhua, as set forth in the Original Agreement (the
"Shareholders"). Capitalized terms used herein without definition shall have the
meanings ascribed thereto in the Original Agreement.
W I T N E S S E T H:
WHEREAS, Zhejiang, Yiwu, Jinhua and the Shareholders have previously
entered into the Original Agreement; and
WHEREAS, Zhejiang, Yiwu, Jinhua and the Shareholders wish to amend the
Original Agreement on the terms and subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
and covenants hereinafter set forth, Zhejiang, Yiwu, Jinhua and the Shareholders
hereby agree as follows:
SECTION 1.01 Amendment to the Original Agreement
A. Section 6.1(c) of the Original Agreement is hereby amended by deleting
the words "March 31, 2009" and substituting therefor the words "June 31, 2009."
SECTION 2.01 Miscellaneous
A Effectiveness This Amendment shall become effective as of the date first
above written.
B. Continued Effectiveness of the Original Agreement Except as expressly
amended herein, all terms and provisions of the Original Agreement are and shall
continue to be in full force and effect and the parties hereto shall be entitled
to the full benefits thereof.
C. Governing Law This Amendment shall be governed and construed in
accordance with the laws of the People's Republic of China. In the event of any
dispute, controversy or claim arising out of or relating to this Amendment,
including, but not limited to, any questions regarding the breach, termination
or invalidity hereof (a "Dispute"), Zhejiang, Yiwu, Jinhua and the Shareholders
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shall attempt in the first instance to resolve such Dispute through friendly
consultations. Such consultations shall commence promptly after a party has
advised the other parties in writing of the existence of a Dispute.
If the Dispute has not been resolved within thirty (30) days from the date
on which one party first advised the other parties in writing of the existence
of a Dispute, any party may submit the Dispute to the China International
Economic and Trade Arbitration Commission "CIETAC" in accordance with this
Section 2.01(C) for arbitration in Beijing, People's Republic of China in
accordance with the CIETAC's rules of arbitration then applicable.
The arbitral award shall be final and binding upon Zhejiang, Yiwu, Jinhua
and the Shareholders. Except for the specific matters in dispute which are then
currently being arbitrated, Zhejiang, Yiwu, Jinhua and the Shareholders shall
continue to perform their obligations under this Amendment. The costs of
arbitration shall be borne by the losing party, unless otherwise determined by
the arbitration award.
D. Counterparts This Amendment may be executed by the parties hereto in any
number of separate counterparts.
[Signature page follows]
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IN WITNESS WHEREOF, this Amendment has been signed by the parties set forth
below as of the date set forth above.
Zhejiang Yong Xing Digital Technology Co. Ltd.
By: /s/ Zhenggang Wang
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Name: Zhenggang Wang
Title: Chief Executive Officer
Yiwu Yong Xin Communication Ltd.
By: /s/ Zhenggang Wang
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Name: Zhenggang Wang
Title: Chief Executive Officer
Jinhua Baofa Logistic Ltd.
Shareholders:
By: /s/ Hongfei Guo
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Name: Hongfei Guo
By: /s/ Yingyi Luo
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Name: Yingyi Luo
By: /s/ Jianghong Mao
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Name: Jianghong Mao
By: /s/ Hangsheng Chen
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Name: Hangsheng Chen
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