Exhibit 10.4
    
	
 
    	
 
    
	
 
    	
English Translation
    
	
 
    	
 
    
	
 
    	
Execution Copy
    
	
 
    


 

Dated: October 21, 2009

 

King Reach Limited

 

Great Faith Group Limited

 

Allstrong Investments Limited

 

(collectively, the “Sellers”)

 

And

 

VODone Limited

 

(the “Purchaser”)

 




 

Supplementary Agreement to Share Purchase 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
    	
 
    	
LAU YIK CHI
    
	
 
    	
Fax:   +852-2868-5871
    	
 
    	
 
    
	
 
    	
642646-610001
    	
 
    	
Solicitor   Hong Kong SAR
    
	
 
    	
Jones Day
    
	
 
    	
5 NOV 2009
    


 











 

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

 

(1)         King Reach Limited, a company duly incorporated and validly existing in British Virgin Islands, with 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 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 in British Virgin Islands, with 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 “Sellers”);

 

(4)         VODONE LIMITED, a limited company incorporated in Burmuda 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 “Purchaser”);

 

(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 Sellers and the Purchaser signed the Share Purchase Agreement (that “Agreement”) on October 9, 2009, whereby the Sellers would sell its 70% shareholding in the Company to the Purchaser.

 

(B)       The Sellers and the Purchaser 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.

 

NOW, THEREFORE, the Parties hereto hereby agree that:

 

1. The following is incorporated as Article 4.2.5 after Article 4.2.4 and before Article 4.3:

 

“4.2.5 With respect to the shares of the Consideration Shares (See Annex I for the information like stock codes, etc.) kept in the custody of the Purchaser and subject to lock-up period, the freely transferrable portion of such Consideration Shares (together with corresponding dividends, if any) after adjustment shall be delivered by the Purchaser to the Sellers, within 14 business days from the issuance and, if applicable, the adjustment under Article 4.3.2, of the audit report with respect to the price adjustment period. The Purchaser shall make every effort to cause the relevant portion of the Consideration Shares to be delivered to the Sellers in accordance with

 











 

the foregoing. Such Consideration Shares delivered to the Sellers shall have equal rights as the shares issued by the Purchaser in all respects, and shall be freely transferable.”

 

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

 

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

 











 

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

 

This is the signature page. No text below.

 

	
Sellers
    	
 
    	
[Affixed with   common seal]
    
	
 
    	
 
    	
 
    
	
For and on behalf of
    	
 
    	
 
    
	
KING REACH LIMITED
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
[Affixed with company   chop]
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
/s/ Chang Tat Joel
    	
 
    	
 
    
	
Authorised   Signature (s)
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
For and on behalf of
    	
 
    	
 
    
	
King Reach Limited
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Signed before
    	
/s/ Chu Hei
    	
 
    	
 
    
	
(company seal)
    	
 
    	
 
    
				


 

 

	
For and on behalf of
    	
 
    	
 
    
	
GREATFAITH GROUP   LIMITED
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
[Affixed with   company chop]
    	
 
    	
[Affixed with   common seal]
    
	
 
    	
 
    	
 
    
	
/s/ Chang Tat Joel
    	
 
    	
 
    
	
Authorised   Signature (s)
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
For and on behalf of
    	
 
    	
 
    
	
Great Faith Group   Limited
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
For and on behalf of
    	
 
    	
 
    
	
Great Faith Group   Limited
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Signed before
    	
/s/ Chu Hei
    	
 
    	
 
    
	
(company seal)
    	
 
    	
 
    
				


 











 

	
[Affixed with   company chop]
    	
 
    	
[Affixed with   common seal]
    
	
 
    	
 
    	
 
    
	
/s/ Chang Tat Joel
    	
 
    	
 
    
	
Authorised   Signature (s)
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
For and on behalf of
    	
 
    	
 
    
	
ALLSTRONG   INVESTMENTS LIMITED
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Signed before
    	
/s/ Chu Hei
    	
 
    	
 
    
	
(company seal)
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Purchaser
    	
 
    	
 
    
				


 

 

	
For and on behalf of
    	
 
    	
[Affixed with   common seal]
    
	
VODone LIMITED
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
[Affixed with   company chop]
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
/s/ Sin Hendrick
    	
 
    	
 
    
	
Authorised   Signature (s)
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
For and on behalf of
    	
 
    	
 
    
	
VODone Limited
    	
 
    	
 
    
	
 
    	
 
    	
/s/   Lau Yik Chi
    
	
Signed before
    	
/s/ Chu Hei
    	
 
    	
LAU   YIK CHI
    
	
(company seal)
    	
 
    	
Solicitor   Hong Kong SAR
    
	
 
    	
 
    	
Jones   Day
    
				


 











 

Annex I

 

	
Name of Shareholder
    	
 
    	
Stock Code
    	
 
    	
Number of Consideration
   Shares
    	
 
    
	
King Reach Limited
    	
 
    	
150939
    	
 
    	
30,293,333
    	
 
    
	
King Reach Limited
    	
 
    	
150941
    	
 
    	
30,293,334
    	
 
    
	
Greatfaith Group   Limited
    	
 
    	
150937
    	
 
    	
2,781,778
    	
 
    
	
Greatfaith Group   Limited
    	
 
    	
150938
    	
 
    	
2,781,778
    	
 
    
	
Allstrong   Investments Limited
    	
 
    	
150935
    	
 
    	
521,333
    	
 
    
	
Allstrong   Investments Limited
    	
 
    	
150934
    	
 
    	
521,333