Exhibit 10.2
SUPPLEMENTARY AGREEMENT TO GUANGDONG NEW GENERATION BUSINESS MANAGEMENT CO. LTD.
SHARE EXCHANGE AGREEMENT
The present supplementary agreement is entered into among the following
parties in Guangzhou on the 1st day of June 2004.
China Chance Enterprises Limited, a limited liability company established
with effective duration in accordance with the laws in the British Virgin
Islands. Its address of registration is Akara Bldg. 24 De Castro Street,
Wickhams Cayi, Road Town, Tortola, British Virgin Islands. The company is a
wholly-owned subsidiary company of China World Trade Corporation. The legal
representative of the company is Zeng Zhixiong (hereinafter abbreviated as Party
A or Transferee).
Guangdong Huahao Industries Group Co., Ltd., a limited liability company
established with effective duration in accordance with the laws in China. Its
address of registration is 15/F, No. 198 Linhexiheng Road, Tianhe District,
Guangzhou City, Guangdong Province, China. The legal representative of the
company is Chen Zeliang (hereinafter abbreviated as Party B, or collectively
referred to as Transferors together with Party C and Party D).
Huang Zehua, a natural person of Chinese nationality, whose ID No. is
445221790628656 and whose place of residence is Denggang Town, Jiedong County,
Guangdong Province (hereinafter abbreviated as Party C, or collectively referred
to as Transferors together with Party B and Party D).
Suo Hongxia, a natural person of Chinese nationality, whose ID No. is
410311197102250048 and whose place of residence is Room 903, No. 148 Huajing
Road, Guangzhou City, Guangdong Province, China (hereinafter abbreviated as
Party D, or collectively referred to as Transferors together with Party B and
Party C).
Whereas:
1. On the 20th day of April 2004 the Transferors and the Transferee
jointly signed "Guangdong New Generation Business Management Co., Ltd. Equity
Transfer Agreement" (hereinafter abbreviated as "Equity Transfer Agreement").
2. Through mutual negotiation, the two parties agree to sign the
following supplementary agreement in accordance with the stipulations in Clause
14.8 of Article 14 Supplementary Provisions of this Equity Transfer Agreement
and based on the actual implementation of Clauses 4.1 (1) and (2) in Article 4
as well as the fact of the clerical error.
Article 1 Amendment of the Clerical Error
In the original Clause 4.1 (2) of Article 4 in the Equity
Transfer Agreement, "Beijing Golden Eagle Airline Service Co., Ltd." is a
clerical error in the company name. The two parties agree to amend the company
name to read "Beijing Xidake Airline Booking Office."
Article 2 Supplementary Clauses
In accordance with the stipulations of Clause 4.1 (2) in Article 4 of
the Equity Transfer Agreement, the Transferors shall urge the Target Company to
purchase "Zhengzhou Shaolin Tourism Development Co., Ltd.," "Hainan Xinkaili
Airline Services Co., Ltd.," and "Beijing Xidake Airline Booking Office."
However, in the course of purchases, some objective uncertainties may occur and
certain individual purchases may go awry unexpectedly. The Transferors therefore
are obligated to update the Transferee on the progress in a timely manner.
Besides, in accordance with the stipulations of Clause 14.3 in Article 14 of the
Equity Transfer Agreement, the Transferee allows the Transferors to purchase
companies with similar major business as supplementary. Yet related purchases
may not take place without the written consent of the Transferee. The equity
transfer completion date for the companies purchased as supplementary will be
decided separately by the two parties.
Article 3 Amendments of Clause
In consideration of the fact that the change of equities for
Guangdong World Trade Cyber Information Services Co., Ltd. is rather
complicated, the two parties agree after mutual negotiation to amend the
contents of Clause 4.1 (1) in Article 4 of the Equity Transfer Agreement from "
However, the registration procedures for the change of shareholders for Easy
Boarding Business Trip Service Co., Ltd. of Guangzhou Baiyun International
Airport and Guangzhou Airport Travel Agency Co., Ltd. are not subject to the
above-mentioned time constraint, but such registration procedures for the change
of shareholders shall be completed on or before September 30, 2004." into "
However, the registration procedures for the change of shareholders for
Guangdong World Trade Cyber Information Services Co., Ltd. are not subject to
the above-mentioned time constraint, but such registration procedures for the
change of shareholders shall be completed on or before September 30, 2004."
Article 4 Amendment and Cancellation of Loan Arrangement
Agreement
4.1 According to Clause 2.2.1 in the Equity Transfer Agreement,
"The Transferee purchases the 'transfer shares' from the Transferors at the
transfer price of RMB ninety-one million eight hundred thousand (91,800,000.00),
in which Party B obtains the transfer prices of RMB seventy-nine million five
hundred sixty-three thousand and sixty (79,563,060.00)" The contents are hereby
amended to read "The Transferee purchases the 'transfer shares' from the
Transferors at the transfer price of RMB eighty-four million four hundred ten
thousand and two hundred (84,410,200.00), in which Party B obtains the transfer
price of RMB seventy-two million one hundred seventy three thousand and two
hundred sixty (72,173,260) "
4.2 According to Clause 3.1.1 in Article 3 of the Equity Transfer
Agreement, " (a) RMB thirty million (30,000,000.00) shall be made in cash." The
contents are hereby amended to read " (a) RMB twenty-two million six hundred ten
thousand and two hundred (22,610,200.00) shall be made in cash "
4.3 According to Clause 4 in Article 4 of the Equity Transfer
Agreement, "The Target Company and Party B of this agreement shall have signed a
fund arrangement document on or before May 10, 2004, which mainly indicates that
Party B will unconditionally provide to the Target Company with RMB thirty
million (30,000,000.00) (see Appendix 5)." The contents are hereby amended to
read "The Target Company and Party B of this agreement shall have signed a fund
arrangement document on or before June 5, 2004, which mainly indicates that
Party B will unconditionally provide to the Target Company with RMB twenty-two
million six hundred ten thousand and two hundred (22,610,200.00) (see Appendix
5)."
4.4 Clause 5 in Article 4 of the Equity Transfer Agreement, which
reads "The Target Company and the Transferee shall have signed a loan
arrangement document on or before May 10, 2004, which mainly indicates that the
Transferee will provide to the Target Company not more than RMB thirty-one
---
million two hundred twenty-four thousand and five hundred (31,224,500.00) (see
Appendix 6).", is hereby cancelled. The corresponding appendix will also be
removed from the Appendix Checklist.
Article 5 Amendment of Time
5.1 According to Clause 3.2.1 in Article 3 of the Equity
Transfer Agreement, "The Transferee shall, on or before May 10, 2004 " The
contents are hereby amended to read "The Transferee shall, on or before June 10,
2004 "
5.2 According to the second sentence of Point (1) of Clause 4.1 in
Article 4 of the Equity Transfer Agreement, "The Transferors shall complete the
related registration procedures for the change of shareholders on or before June
1, 2004." The contents are hereby amended to read "The Transferors shall
complete the related registration procedures for the change of shareholders on
or before June 30, 2004."
5.3 According to Point (2) of Clause 4.1 in Article 4 of the Equity
Transfer Agreement, " The related registration procedures of the change of
equities shall also be completed on or before June 1, 2004." The contents are
hereby amended to read " The related registration procedures of the change of
equities shall also be completed on or before June 30, 2004."
5.4 According to Clause 5.1 in Article 5 of the Equity Transfer
Agreement, " shall be fully completed on or before June 15, 2004." The contents
are hereby amended to read "shall be fully completed on or before July 10,
2004."
Article 6 Time Frame
6.1 According to Clause 5.3 in Article 5 of the Equity Transfer
Agreement, "The Target Company shall complete its change of equities within
fifteen (15) days calculated from the completion date set in Clause 5.1, namely
June 15, 2004" The contents are hereby amended to read "The Target Company shall
complete its change of equities before August 10, 2004 "
6.2 According to Appendix 5 of the Equity Transfer Agreement,
Party B shall unconditionally provide to the Target Company with the fund
arrangement agreement totalling RMB twenty-two million six hundred ten thousand
and two hundred (22,610,200.00). Party B shall complete such fund arrangement
before August 15, 2004.
6.3 The Transferee shall pay for the additionally issued common
stocks that China World Trade Corporation applies to the securities regulatory
authority in the United States on September 15 as payment for the remaining
transfer price.
Article 7 Addition of Appendix to the Main Agreement
7.1 An Appendix 8 is added to the Equity Transfer Agreement. The
Appendix is named "Transferors' Guaranty of the 2003 and 2004 Quarter 1
financial situation of Guangdong New Generation Business Management Co., Ltd."
Article 8 Supplementary Provisions
8.1 This current agreement is the supplementary agreement to the
Equity Transfer Agreement.
8.2 This current supplementary agreement is effective after both
parties have signed their names.
8.3 This current supplementary agreement is made in duplicate with
each party holding to one copy.
Party A:
Authorized Representative (Signature):
Party B (Seal):
Authorized Representative (Signature):
Party C (Signature):
Party D (Signature):