Supplement to the Shareholders Agreement



  
 Exhibit 4.5 

 
 DATED 20th December, 2000 
  

			
	 (1)
 (2)
 (3)
 (4)
 (5)
 (6)
 (7)
	  	     GAMENOW.NET LIMITED
     BOSMA LIMITED
     Mr. ZHU JUN
     Mr. LIU FENG
     Mr.
QIN JIE
     Ms. ZHOU JING FEI 
     Mr. ZHANG YONG


  

  
 SUPPLEMENTARY AGREEMENT 
  
 to 
  
 SHAREHOLDERS’ AGREEMENT 
  

  









 THIS AGREEMENT is made on the 20th day of December, 2000  
  
 BETWEEN 
  

	(1)	GAMENOW.NET LIMITED, a company incorporated in the Cayman Islands with its registered office at Second Floor, Zephyr House, Mary Street, P.O. Box 709, George Town, Grand
Cayman, Cayman Islands, British West Indies (the “Company”); 

  

	(2)	BOSMA LIMITED, a company incorporated in the British Virgin Islands with its principal place of business at Pasea Estate, Road Town, Tortola, British Virgin Islands (the
“BOSMA”); 

  

	(3)	Mr. ZHU JUN

, a PRC citizen with his domicile at the Second Floor, No. 49, Lane 1285, Middle Huai Hai Road, Shanghai 200031, ID number 310103661007241; 

  

	(4)	Mr. LIU FENG

, a PRC citizen with his domicile at Room 26, Fourth Building, the Second District of He Ping Li, Beijing 100013, ID number 110101710523201; 

  

	(5)	Mr. QIN JIE

, a PRC citizen with his domicile at Room 302, No. 32, Lane 30, West Gui Lin Road, Shanghai 200233, ID number 310112720806003; 

  

	(6)	Ms. ZHOU JING FEI 

, a PRC citizen with her domicile at Room 401, No. 45, Lane 425, Lian Hua Road, Shanghai 200233, ID number 120109731120052; 

  

	(7)	Mr. ZHANG YONG 

, a PRC citizen with his domicile at Room 1403, Third Building, No. 10 Middle Bei San Huan Road, Beijing 100011, ID number 110105701203543. 

  
 WHEREAS 
  

	(A)	The parties hereto entered into a Shareholders’ Agreement dated 3 April 2000 (“Shareholders’ Agreement”) relating to, inter alia, the rights of the
shareholders, the management, operation and other matters of the Company. 

  

	(B)	It has been agreed among the parties that certain provisions in the Shareholders’ Agreement be varied and/or modified in such manner as hereinafter appearing.


  
 NOW IT IS HEREBY AGREED as follows: - 

 

	1.	Except where defined in this Agreement and except to the extent that the context requires otherwise, terms defined in or in accordance with the Shareholders’ Agreement have the
same meanings in this Agreement. 

  

	2.	Subject to the terms and conditions of this Agreement, the parties hereto have mutually agreed to supplement, vary and/or modify the terms in the Shareholders’ Agreement in the
manner as follows:- 

  

	    	Sub-clause (ii) of Clause 15.1 be deleted in its entirety and be replaced with the following Sub-clause (ii): 

  
 “the Subscription Price of the Series A Preference Share (which is
US$2.00 per share); and” 
  
 AS WITNESS the parties hereto have caused this Agreement to be duly executed the day and year first above written.

  

 1 









					
	 SIGNED by George Ka Ki Chang
	 	 )
	 	 



	 for and on behalf of GAMENOW.NET LIMITED
	 	 )
	 
	 in the presence of: -
	 	 )
	 
			
	 SIGNED by Kevin Chiang
	 	 )
	 	 



	 for and on behalf of BOSMA LIMITED
	 	 )
	 
	 in the presence of: -


	 	 )
	 
			
	 SIGNED by ZHU JUN

 (identified by his
	 	 )
	 	 



	 PRC identity card number 310103661007241)
	 	 )
	 
	 in the presence of: -


	 	 )
	 
			
	 SIGNED by LIU FENG

 (identified by his
	 	 )
	 	  
 



	 PRC identity card number 110101710523201)
	 	 )
	 
	 in the presence of: -


	 	 )
	 
			
	 SIGNED by QIN JIE

 (identified by his
	 	 )
	 	 



	 PRC identity card number 310112720806003)
	 	 )
	 
	 in the presence of: -


	 	 )
	 
			
	 SIGNED by ZHOU JING FEI


	 	 )
	 	 



	 (identified by her PRC identity card number
	 	 )
	 
	 120109731120052)
	 	 )
	 
	 in the presence of: - 


	 	 )
	 
			
	 SIGNED by ZHANG YONG


	 	 )
	 	 



	 (identified by his PRC identity card number
	 	 )
	 
	 110105701203543)
	 	 )
	 
	 in the presence of: -


	 	 )
	 

  

 2