Exhibit 10.35


 


Supplementary Agreement to
Exclusive Option Agreement


 


This
Supplementary Agreement to Exclusive Option Agreement (this “Supplementary
Agreement”) is executed by and among the following Parties as of May 10,
2010 in Beijing, People’s
Republic of China (“PRC”):


 


Party A:                    ChinaCache Network Technology (Beijing) Limited, a foreign invested enterprise organized and
existing under the PRC laws;


 


Party B:                     Ying Huiling,
a citizen of the PRC with Chinese Identification No.:           ; and


 


Party C:                    Shanghai JNet Telecom Co., Ltd., a limited liability company organized and existing under the laws of
China.


 


In
this Supplementary Agreement, each of Party A, Party B and Party C shall be
referred to as a “Party” respectively, and they shall be collectively referred
to as the “Parties”.


 


Whereas:


 


A.                   Party B holds 50% of the equity interest in Party C;


 


B.                     The
Parties entered into an Exclusive Option Agreement on January 10, 2008
(the “Exclusive Option Agreement”), according to which, Party B irrevocably granted
Party A an option to purchase from Party B all or part of the equity interest
of Party C held by Party B to the extent permitted by the PRC laws (the “Equity
Interest Purchase Option”);


 


C.                     Party
A is the wholly-owned subsidiary of ChinaCache International Holdings Ltd. (“ChinaCache”)
in Beijing, PRC;


 


D.                    Party
A and Party B executed a  Loan
Agreement
on January 10, 2008 (the
“Loan Agreement”), according to which,
Lender provides a loan in US dollars which is equivalent to RMB500,000 (the “Loan”)
to acquire 50% of the equity interest of Party C and to be used for the
business development of Party C. Party A and Party B entered into an Agreement
on May 10, 2010, according to which, ChinaCache agrees, since January 1,
2010, to provide unconditional financial support as needed by Party C to Party
B in ways permitted by the PRC laws and regulations (“Financial Support”) for
the development of Party C’s business.


 


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Now
therefore, upon mutual discussion and negotiation, the Parties have reached the
following agreement:


 


1.                                                   Section 2.1.7 of the Exclusive Option Agreement provides: “Without
the prior written consent of Party A, Party C shall not provide any person with
any loan or credit.”  The Parties hereby
agree to amend this Section 2.1.7 to: “Party C shall not provide any
person with any loan or credit.”  If,
before the execution of this Supplementary Agreement, Party C has provided loan
or credit to any person with Party A’s consent, Party C shall cause the borrower
of such loan or credit to repay such loan or credit in time.


 


2.                                                   Section 2.1.13 of the Exclusive Option Agreement provides: “Without
the prior written consent of Party A, Party C shall not in any manner
distribute dividends to its shareholders, provided that upon Party A’s written
request, Party C shall immediately distribute all distributable profits to its
shareholders.” The Parties hereby agree to amend this Section 2.1.13 to: “Without
the prior written consent of Party A, Party C shall not in any manner
distribute dividends to its shareholders; if upon Party A’s written request,
Party C distributes all or part of its distributable profits to its
shareholders, then Party B shall provide such profits as received to Party A in
ways permitted by the PRC laws.”


 


3.                                                   Section 1.3 of the Exclusive Option Agreement provides: “The
purchase price for the Optioned Interest shall be RMB10 (“Base Purchase Price”).  If an appraisal is required by the laws of
China applicable to the Equity Interest Purchase Option when exercised by Party
A, the parties shall determine such based on the principle of good faith, and
shall make necessary adjustment to the purchase price based on the appraisal to
comply with any applicable PRC laws (collectively, the “Equity Interest Purchase
Price”)” The Parties hereby agree to amend this Section 1.3 to: “The
purchase price of the Optioned Interests (the “Equity Interest Purchase Price”)
shall equal to the sum of the amount of outstanding loan provided under the
Loan Agreement between Party A and Party B and the amount of outstanding
Financial Support provided by Party A as requested by ChinaCache (if any), and
the Equity Interest Purchase Price can be off-set by the amount of outstanding
loan and Financial Support payable by Party B in accordance with relevant PRC
laws and regulations.  If an appraisal to
Party C’s equity interest is required under the PRC laws upon Party A’s
exercise of the Equity Interest Purchase Option, the Equity Interest Purchase
Price shall be determined by the appraisal result in accordance with PRC laws;
if the after-appraisal Equity Interest Purchase Price obtained by Party B is
higher than the sum of the outstanding loans under the Loan Agreement and the
outstanding Financial Support provided by Party A as requested by ChinaCache,
then Party B agrees to provide such excessive amount to Party A in ways
permitted by the PRC laws.”


 


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Section 1.5
of the Exclusive Option Agreement provides: “Upon exercise of the Equity
Interest Purchase Option by Party A, if Party B as borrower has not fully
repaid to Party A the loan under the Loan Agreement, the outstanding amount of
the loan owed by Party B to Party A shall be used to make payment of the Equity
Interest Purchase Price, in which case Party A shall not be required to pay any
additional Equity Interest Purchase Price to Party B, and Party B’s outstanding
loan shall be cancelled.”  The Parties
hereby agree to amend this Section 1.5 to: “Upon exercise of the Equity
Interest Purchase Option by Party A, Party A may elect to make payment of the
Equity Interest Purchase Price by cancelling the outstanding amount of loan
owed by Party B to Party A and outstanding Financial Support provided by Party
A to Party B as requested by ChinaCache (if any), in which case Party A shall
not be required to pay any additional Equity Interest Purchase Price to Party
B, and Party B’s outstanding loan and Financial Support (if any) shall be
cancelled.”


 


4.                                                   This Supplementary Agreement is effective as of January 1, 2010.


 


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IN
WITNESS WHEREOF, the Parties have caused their respective duly authorized representatives
to execute this Supplementary Agreement as of the date first above written.


 


 


	
  Party
  A: ChinaCache Network Technology (Beijing) Co., Ltd.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Song Wang

  	
   

  
	
  Name: Song Wang

  	
   

  
	
  Title: Legal Representative

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Party B: Huiling Ying

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Huiling Ying

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Party C: Shanghai JNet Telecom
  Co., Ltd.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Yong Sha

  	
   

  
	
  Name: Yong Sha

  	
   

  
	
  Title: Legal Representative