Exhibit 10.7

 

English Translation

	
 
    
	
Execution   Copy
    
	
 
    


 

Dated: October 21, 2009

 

King Reach Limited

(“King Reach”)

 

And

 

Great Faith Group Limited

(“Great Faith”)

 

And

 

Allstrong Investments Limited

 

(collectively, the “Pledgors”)

 

And

 

VODone Limited.

 

(the “Pledgee”)

 




 

Supplementary Agreement to Equity Pledge Agreement

 

in respect of

 

Dragon Joyce Limited

 




 

Jones Day

 

29th Floor, Edinburgh Tower, The Landmark, 15 Queen’s Road, Central

Hong Kong, China

 

Tel: +852-2526-6895

Fax: +852-2868-5871

 

Ref. No.: 642646-610001

 

	
Certified True   Copy
    	
 
    
	
 
    	
 
    
	
/s/ Lau Yik Chi
    	
 
    
	
LAU YIK CHI
    	
 
    
	
Solicitor, Hong   Kong SAR
    	
 
    
	
 
    	
 
    
	
Jones Day
    	
 
    
	
5 NOV 2009
    	
 
    


 











 

THIS SUPPLEMENTARY AGREEMENT is made as of October 21, 2009, by and among the parties as follows:

 

(1)         King Reach Limited, a company duly incorporated and validly existing in the British Virgin Islands, with its registered office at P.O. Box 933, 2nd Floor, Abbott Building, Road Town, Tortola, British Virgin Islands (“King Reach”);

 

(2)         Great Faith Group Limited, a company duly incorporated and validly existing in British Virgin Islands, with its registered office at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (“Great Faith”);

 

(3)         Allstrong Investments Limited, a company duly incorporated and validly existing in the British Virgin Islands, with its registered office at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (“Allstrong”);

 

(Collectively, King Reach, Great Faith and Allstrong are hereinafter referred to as the “Pledgors”);

 

(4)         VODone Limited., a limited company incorporated in Bermuda and listed on Hong Kong Stock Exchange (“HKEx”) (Stock Code: 00082), with principal business address at Room 3006, 30th Floor, Gloucester Tower, The Landmark, 11 Pedder Street, Central, Hong Kong (hereinafter referred to as the “Pledgee”);

 

(5)         Dragon Joyce Limited, a limited liability company incorporated under the laws of the British Virgin Islands, with its registered office at P.O. Box 933, 2nd Floor, Abbott Building, Road Town, Tortola, British Virgin Islands (the “Company”).

 

(For the purpose of this Agreement, the above parties may individually referred to as a “Party”, or collectively referred to as the “Parties”)

 

WHEREAS,

 

(A)       The Pledgors, Pledgee and the Company signed Equity Pledge Agreement (the “Agreement”) on October 9, 2009, whereby the Pledgors would pledge its shares in the Company to the Pledgee.

 

(B)       The Pledgors, Pledgee and the Company agreed to sign this Supplementary Agreement to amend the following provisions and relevant parts. The terms used herein (including the recital) has the same meaning as those as defined in the Agreement.

 

The Parties hereto hereby agree that:

 

2. Article 2.1 of the Agreement shall be replaced by following

 

Pledge: The Pledgors hereby pledges its shares (including all rights, interests and benefits) to the Pledgee, as the security for the Secured Debt. The Pledgors agrees to sign the documents contained in Annex 2 when signing this Agreement, submit the same to the Pledgee for custody together with the stocks of Pledged Shares and original corporate statutory records of the Company, and change the contact recognized by the Pledgee as the Company’s registered agent.

 











 

3. Article 5.1.4.5 shall be inserted into the Agreement

 

Except that the new director as appointed by the Pledgors signed the Resignation Letter in the form as given in Article 6 of the Supplementary Agreement at the time of such appointment, the Pledgors may not appoint such person as the Company’s director and/or the Company cannot accept the appointment of such person as the Company’s director.

 

4. Change of Registered Addresses of Dragon Joyce and King Reach in the Agreement

 

The registered addresses of Dragon Joyce and King Reach shall be changed into P.O. Box 933, 2nd Floor, Abbott Building, Road Town, Tortola, British Virgin Islands.

 

5. The following document shall be added into Annex 2

 

To: The Board of Directors

 

Dear Sirs,

 

Re: Resignation of Director

 

I, the undersigned, do hereby resign from the directorship of Dragon Joyce Limited. The resignation is effective from                                           .

 

6. Exhibit 3 of Annex 3 hereto is added with

 

The Resignation Letter in the form given in Article 5 of Supplementary Agreement shall be added into Exhibit A to Annex 3.

 

7. Effectiveness

 

Except for the parts subject to amendment, the remaining of the Agreement shall continue to be effective.

 

8. Severability

 

The Supplementary Agreement shall constitute an integral part of the Agreement.

 











 

IN WITNESS WHEREOF, the Parties hereto have signed this Supplementary Agreement as of the date fist above written.

 

 

	
This is the   signature page. No text.
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Pledgors
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
For and on behalf of King Reach Limited
    	
 
    	
 
    
	
[affixed with   company chop]
    	
 
    	
[affixed with   common seal]
    
	
 
    	
 
    	
 
    
	
/s/ Chang Tat Joel
    	
 
    	
 
    
	
Authorized   Signature(s)
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Witness: 
    	
/s/ Chu Hei
    	
 
    	
 
    
	
(affix company   seal)
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
For and on behalf of Great Faith Group Limited
    	
 
    	
 
    
	
[affixed with   company chop]
    	
 
    	
[affixed with   common seal]
    
	
 
    	
 
    	
 
    
	
/s/ Chang Tat Joel
    	
 
    	
 
    
	
Authorized   Signature(s)
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Witness: 
    	
/s/ Chu Hei
    	
 
    	
 
    
	
(affix company   seal)
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
For and on behalf of Allstrong Investments Limited
    	
 
    	
 
    
	
[affixed with   company chop]
    	
 
    	
[affixed with   common seal]
    
	
 
    	
 
    	
 
    
	
/s/ Chang Tat Joel
    	
 
    	
 
    
	
Authorized   Signature(s)
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Witness: 
    	
/s/ Chu Hei
    	
 
    	
 
    
	
(affix company   seal)
    	
 
    	
 
    


 











 

	
The Company
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
For and on behalf of Dragon Joyce Limited
    	
 
    	
 
    
	
[affixed with   company chop]
    	
 
    	
[affixed with   common seal]
    
	
 
    	
 
    	
 
    
	
/s/ Chang Tat Joel
    	
 
    	
 
    
	
Authorized   Signature(s)
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Witness: 
    	
/s/ Chu Hei
    	
 
    	
 
    
	
(affix company   seal)
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Pledgee
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
For and on behalf of VODone Limited
    	
 
    	
 
    
	
[affixed with   company chop]
    	
 
    	
[affixed with   common seal]
    
	
 
    	
 
    	
 
    
	
/s/ Sin Hendrick
    	
 
    	
 
    
	
Authorized   Signature(s)
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Witness: 
    	
/s/ Lau Yik Chi, Solicitor, Hong Kong SAR, Jones Day [affixed with   chop]
    
	
(affix company   seal)