ex10-1.htm


    Exhibit
10.1

     

    FIRST
AMENDMENT TO SHARE EXCHANGE AGREEMENT

    


    This
First Amendment to Share Exchange Agreement (the “Amendment”) is made and
entered into on this 25 day of November 2009 by and among Top Favour Limited, an
international business company incorporated in the British Virgin Islands (“Top
Favour”), and the majority shareholders of Top Favour (“Majority Top Favour
Shareholders”) listed on the Signature Pages for Majority of Top Favour
Shareholders that are attached hereto, on the one hand; and Ableauctions.com,
Inc., a Florida corporation (“Ableauctions”), and the shareholders of
Ableauctions listed on the signature page for Ableauctions Shareholders that is
attached hereto (the “Ableauctions Shareholders”), on the other hand, all of
whom are sometimes referred to individually as a “party” or collectively as the
“parties”.

    


    RECITALS

    


    A.           On
July 17, 2009, the parties executed a Share Exchange Agreement (“Exchange
Agreement”) pursuant to which the Top Favour Shareholders would exchange their
shares of Top Favour capital stock for newly-issued shares of
Ableauctions.

    


    B.           Section
8.1(b) of Article 8 of the Exchange Agreement states in pertinent
part:

     

    This
Agreement may be terminated at any time prior to the Closing: . . . (b) by
either Ableauctions or the Top Favour Shareholders if the Transaction shall not
have been consummated for any reason by November 30, 2009;

    


    C.           The
parties will not be able to consummate the Transaction (as defined in the
Exchange Agreement) by November 30, 2009 and wish to amend the Exchange
Agreement to extend the date included at Section 8.1(b) of Article 8 of the
Exchange Agreement to April 30, 2010.

    


    D.           The
parties also wish to amend Section 9.7 of Article 9 of the Exchange Agreement,
which currently requires the approval of the holders of a majority of
outstanding voting stock of Ableauctions to amend the Exchange
Agreement.

    


    NOW,
THEREFORE, the parties hereto, in accordance with Section 9.7 of the Exchange
Agreement and intending to be legally bound, agree as follows:

    


    1.           Amendment to Section 8.1(b) of
Article 8.  The first sentence of Section 8.1(b) of Article 8
of the Exchange Agreement is hereby amended by deleting the date “November 30,
2009” and inserting in its place the date “April 30, 2010”.

    


    2.           Amendment to Section 9.7 of Article
9.  Section 9.7 of Article 9, which currently
states:

    


    Amendment. This
Agreement may be amended, modified or supplemented only by an instrument in
writing executed by Top Favour, Ableauctions, and holders of a majority of the
equity interests of Top Favour and the holders of a majority of outstanding
voting stock of Ableauctions; provided that, the consent of any Top Favour or
Ableauctions shareholder that is a party to this Agreement shall be required if
the amendment or modification would disproportionately affect such shareholder
(other than by virtue of their ownership of Top Favour or Ableauctions shares,
as applicable).

    


    shall be
deleted in its entirety and the following shall be inserted in its
place:

    


    Amendment. This
Agreement may be amended, modified or supplemented only by an instrument in
writing executed by Top Favour, Ableauctions, and holders of a majority of the
equity interests of Top Favour and the Ableauctions Shareholders; provided that,
the consent of any Top Favour or Ableauctions shareholder that is a party to
this Agreement shall be required if the amendment or modification would
disproportionately affect such shareholder (other than by virtue of their
ownership of Top Favour or Ableauctions shares, as applicable).

    


    3.           No Further
Changes.  Except as expressly amended by this Amendment, all of
the other terms and provisions of the Exchange Agreement shall continue in full
force and effect.

    


    IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date first
written above.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    SIGNATURE PAGE OF
ABLEAUCTIONS

    


    ABLEAUCTIONS:

    


    ABLEAUCTIONS.COM,
INC.,

    a Florida
corporation

    


    


    By: /s/ Abdul
Ladha                                                                

    Abdul
Ladha

    Chief
Executive Officer and President

     

     

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    SIGNATURE PAGE OF
ABLEAUCTIONS SHAREHOLDERS

    


    ABLEAUCTIONS
SHAREHOLDERS:

    


    


    


    /s/ Abdul
Ladha                                                                

    ABDUL
LADHA

    


    


    


    /s/ Hanifa
Ladha                                                                

    HANIFA
LADHA

     

     

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    SIGNATURE PAGE OF TOP
FAVOUR

    


    TOP
FAVOUR:

    


    TOP
FAVOUR LIMITED

    


    


    By:           /s/ Jianhua
Lv                                                                

    Jianhua Lv, Chairman

     

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    SIGNATURE PAGES OF MAJORITY
OF TOP FAVOUR SHAREHOLDERS

    


    


    


    TOP
FAVOUR SHAREHOLDERS:

    


    
      	 
      	
               

              Print
      Name of Top Favour Shareholder:

               

              Honor
      Express Limited

               

               

            
	 
      	
               

              Signature: /s/
      Jianhua Lv

              (Please
      sign here)

            
	
               

              Print
      name and title of Signing Person:

              (if
      signatory is a corporation, partnership or other similar
      entity)

               

              Name:                                                           
      

               

              Title:                                                         
         

               

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SIGNATURE PAGES OF MAJORITY
OF TOP FAVOUR SHAREHOLDERS

    


    


    


    TOP
FAVOUR SHAREHOLDERS:

    


    
      	 
      	
               

              Print
      Name of Top Favour Shareholder:

               

              Yang
      Liuchang

               

               

            
	 
      	
               

              Signature:
      /s/ Yang
      Liuchang

              (Please
      sign here)

            
	
               

              Print
      name and title of Signing Person:

              (if
      signatory is a corporation, partnership or other similar
      entity)

               

              Name:                                                                                                         

               

              Title:                                                              
                                               

               

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SIGNATURE PAGES OF MAJORITY
OF TOP FAVOUR SHAREHOLDERS

    


    


    


    TOP
FAVOUR SHAREHOLDERS:

    


    
      	 
      	
               

              Print
      Name of Top Favour Shareholder:

               

              Li
      Ruiyun

               

               

            
	 
      	
               

              Signature:
      /s/ Li
      Ruiyun

              (Please
      sign here)

            
	
               

              Print
      name and title of Signing Person:

              (if
      signatory is a corporation, partnership or other similar
      entity)

               

              Name:                                                                                                           

               

              Title:                                                              
                                                     

               

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SIGNATURE PAGES OF MAJORITY
OF TOP FAVOUR SHAREHOLDERS

    


    


    


    TOP
FAVOUR SHAREHOLDERS:

    


    
      	 
      	
               

              Print
      Name of Top Favour Shareholder:

               

              Feng
      Shusen

               

               

            
	 
      	
               

              Signature:
      /s/ Feng
      Shusen

              (Please
      sign here)

            
	
               

              Print
      name and title of Signing Person:

              (if
      signatory is a corporation, partnership or other similar
      entity)

               

              Name:                                                                                                            

               

              Title:                                                              
                                                    

               

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SIGNATURE PAGES OF MAJORITY
OF TOP FAVOUR SHAREHOLDERS

    


    


    


    TOP
FAVOUR SHAREHOLDERS:

    


    
      	 
      	
               

              Print
      Name of Top Favour Shareholder:

               

              Chang
      Zhaozhen

               

               

            
	 
      	
               

              Signature:
      /s/ Chang
      Zhaozhen

              (Please
      sign here)

            
	
               

              Print
      name and title of Signing Person:

              (if
      signatory is a corporation, partnership or other similar
      entity)

               

              Name:                                                                                                           

               

              Title:                                                              
                                                    

               

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SIGNATURE PAGES OF MAJORITY
OF TOP FAVOUR SHAREHOLDERS

    


    


    


    TOP
FAVOUR SHAREHOLDERS:

    


    
      	 
      	
               

              Print
      Name of Top Favour Shareholder:

               

              Zhao
      Qun

               

               

            
	 
      	
               

              Signature:
      /s/ Zhao
      Qun

              (Please
      sign here)

            
	
               

              Print
      name and title of Signing Person:

              (if
      signatory is a corporation, partnership or other similar
      entity)

               

              Name:                                                                                                           

               

              Title:                                                              
                                                    

               

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SIGNATURE PAGES OF MAJORITY
OF TOP FAVOUR SHAREHOLDERS

    


    


    


    TOP
FAVOUR SHAREHOLDERS:

    


    
      	 
      	
               

              Print
      Name of Top Favour Shareholder:

               

              Wu
      Dongfang

               

               

            
	 
      	
               

              Signature:
      /s/ Wu
      Dongfang

              (Please
      sign here)

            
	
               

              Print
      name and title of Signing Person:

              (if
      signatory is a corporation, partnership or other similar
      entity)

               

              Name:                                                                                                           

               

              Title:                                                              
                                                    

               

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SIGNATURE PAGES OF MAJORITY
OF TOP FAVOUR SHAREHOLDERS

    


    


    


    TOP
FAVOUR SHAREHOLDERS:

    


    
      	 
      	
               

              Print
      Name of Top Favour Shareholder:

               

              Liu
      Yongchun

               

               

            
	 
      	
               

              Signature: /s/ Liu Yongchun

              (Please
      sign here)

            
	
               

              Print
      name and title of Signing Person:

              (if
      signatory is a corporation, partnership or other similar
      entity)

               

              Name:                                                                                                          

               

              Title:                                                                                                           

               

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SIGNATURE PAGES OF MAJORITY
OF TOP FAVOUR SHAREHOLDERS

    


    


    


    TOP
FAVOUR SHAREHOLDERS:

    


    
      	 
      	
               

              Print
      Name of Top Favour Shareholder:

               

              Liang
      Xiao

               

               

            
	 
      	
               

              Signature:
      /s/ Liang
      Xiao

              (Please
      sign here)

            
	
               

              Print
      name and title of Signing Person:

              (if
      signatory is a corporation, partnership or other similar
      entity)

               

              Name:                                                                                                          

               

              Title:                                                              
                                                   

               

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SIGNATURE PAGES OF MAJORITY
OF TOP FAVOUR SHAREHOLDERS

    


    


    


    TOP
FAVOUR SHAREHOLDERS:

    


    
      	 
      	
               

              Print
      Name of Top Favour Shareholder:

               

              Li
      Ping

               

               

            
	 
      	
               

              Signature:
      /s/ Li
      Ping

              (Please
      sign here)

            
	
               

              Print
      name and title of Signing Person:

              (if
      signatory is a corporation, partnership or other similar
      entity)

               

              Name:                                                                                                           

               

              Title:                                                              
                                                   

               

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SIGNATURE PAGES OF MAJORITY
OF TOP FAVOUR SHAREHOLDERS

    


    


    


    TOP
FAVOUR SHAREHOLDERS:

    


    
      	 
      	
               

              Print
      Name of Top Favour Shareholder:

               

              Wang
      Shuo

               

               

            
	 
      	
               

              Signature:
      /s/ Wang
      Shuo

              (Please
      sign here)

            
	
               

              Print
      name and title of Signing Person:

              (if
      signatory is a corporation, partnership or other similar
      entity)

               

              Name:                                                                                                            

               

              Title:                                                              
                                                     

               

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SIGNATURE PAGES OF MAJORITY
OF TOP FAVOUR SHAREHOLDERS

    


    


    


    TOP
FAVOUR SHAREHOLDERS:

    


    
      	 
      	
               

              Print
      Name of Top Favour Shareholder:

               

              Xu
      Binzhi

               

               

            
	 
      	
               

              Signature:
      /s/ Xu
      Binzhi

              (Please
      sign here)

            
	
               

              Print
      name and title of Signing Person:

              (if
      signatory is a corporation, partnership or other similar
      entity)

               

              Name:                                                                                                           

               

              Title:                                                              
                                                   

               

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SIGNATURE PAGES OF MAJORITY
OF TOP FAVOUR SHAREHOLDERS

    


    


    


    TOP
FAVOUR SHAREHOLDERS:

    


    
      	 
      	
               

              Print
      Name of Top Favour Shareholder:

               

              Wang
      Yeming

               

               

            
	 
      	
               

              Signature:
      /s/ Yeming
      Wang

              (Please
      sign here)

            
	
               

              Print
      name and title of Signing Person:

              (if
      signatory is a corporation, partnership or other similar
      entity)

               

              Name:                                                                                                           

               

              Title:                                                              
                                                   

               

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SIGNATURE PAGES OF MAJORITY
OF TOP FAVOUR SHAREHOLDERS

    


    


    


    TOP
FAVOUR SHAREHOLDERS:

    


    
      	 
      	
               

              Print
      Name of Top Favour Shareholder:

               

              Portswealth
      Holdings Ltd.

               

               

            
	 
      	
               

              Signature:
      /s/ Linda
      Lee

              (Please
      sign here)

            
	
               

              Print
      name and title of Signing Person:

              (if
      signatory is a corporation, partnership or other similar
      entity)

               

              Name:                                                                                                           

               

              Title:                                                              
                                                   

               

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SIGNATURE PAGES OF MAJORITY
OF TOP FAVOUR SHAREHOLDERS

    


    


    


    TOP
FAVOUR SHAREHOLDERS:

    


    
      	 
      	
               

              Print
      Name of Top Favour Shareholder:

               

              Cawston
      Enterprises Ltd.

               

               

            
	 
      	
               

              Signature:
      /s/
      (Illegible)

              (Please
      sign here)

            
	
               

              Print
      name and title of Signing Person:

              (if
      signatory is a corporation, partnership or other similar
      entity)

               

              Name:                                                                                                            

               

              Title:                                                                                                           

               

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SIGNATURE PAGES OF MAJORITY
OF TOP FAVOUR SHAREHOLDERS

    


    


    


    TOP
FAVOUR SHAREHOLDERS:

    


    
      	 
      	
               

              Print
      Name of Top Favour Shareholder:

               

              Suzhou
      Capital Advisors, LLC d/b/a/ Morgan Cate Capital

               

               

            
	 
      	
               

              Signature:
      /s/ Zhu
      Sidong

              (Please
      sign here)

            
	
               

              Print
      name and title of Signing Person:

              (if
      signatory is a corporation, partnership or other similar
      entity)

               

              Name:                                                                                                           

               

              Title:                                                              
                                                     

               

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SIGNATURE PAGES OF MAJORITY
OF TOP FAVOUR SHAREHOLDERS

    


    


    


    TOP
FAVOUR SHAREHOLDERS:

    


    
      	 
      	
               

              Print
      Name of Top Favour Shareholder:

               

              Causeway
      Bay Capital, LLC

               

               

            
	 
      	
               

              Signature:
      /s/
      (Illegible)

              (Please
      sign here)

            
	
               

              Print
      name and title of Signing Person:

              (if
      signatory is a corporation, partnership or other similar
      entity)

               

              Name:                                                                                                            

               

              Title: