Exhibit 10.18


 


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 International Holdings Ltd., a Cayman corporation,  
organized and existing under the company law of the Cayman Islands,
British West Indies (“Cayman”), with its address at Offshore Incorporations
(Cayman) Limited, Scotia Center, 4th Floor, P.O. Box 2804, George Town,
Cayman Islands, British West Indies;


 


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


 


Party C:       Beijing Blue I. T. Technologies 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 55%
of the equity interest in Party C;


 


B.         The Parties entered into
an Exclusive Option Agreement on September 23, 2005 (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 and Party B
executed a  Loan Agreement on September 23, 2005 (the
“Loan Agreement”), according to which,
Lender provides a loan in US dollars which is equivalent to RMB4,500,000 in
accordance with the provisions of applicable laws (the “Loan”) for the business
development of Party C. Party A and Party B entered into a Supplementary
Agreement to the Loan Agreement on May 10, 2010, according to which,
Lender acknowledges that, besides the Loan, since September 23, 2005,
Lender agrees to provide financial support as needed by the Borrower Company to
Borrower in ways permitted by the PRC laws and regulations (“Financial Support”)
for the development of the Borrower Company’s business.


 

















 


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 immediately after
the execution of this Supplementary Agreement.


 


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’s
wholly-owned subsidiary in China in ways permitted by the PRC laws.”


 


3.                                                         Section 1.3 of the Exclusive Option Agreement provides: “Unless an
appraisal is required by the laws of China applicable to the Equity Interest
Purchase Option when exercised by Party A, the purchase price of the Optioned
Interests (the “Equity Interest Purchase Price”) shall equal to the amount of
outstanding loan provided under the Loan Agreement between Party A and Party B.
The Equity Interest Purchase Price shall be off-set by the amount of
outstanding loan payable by Party B.” 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 under the Supplementary Agreement to the
Loan Agreement, and the Equity Interest Purchase Price can be off-set by the
amount of outstanding loan and Financial Support payable by Party B.  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 under the Supplementary Agreement to the Loan Agreement, then Party B
agrees to provide such excessive amount to Party A’s wholly-owned subsidiary in
China in ways permitted by the PRC laws.”


 


Section 1.5
of the Exclusive Option Agreement provides: “The Parties have agreed in the
Loan Agreement that any proceeds obtained by Party B


 

















 


through
the transfer of its equity interests in Party C shall be used for repayment of
the loan provided by Party A in accordance with the Loan Agreement.
Accordingly, upon exercise of the Equity Interest Purchase Option, Party A may
elect to make payment of the Equity Interest Purchase Price through cancellation
of the outstanding amount of the loan owed by Party B to Party A, in which case
Party A shall not be required to pay any additional Equity Interest Purchase
Price to Party B.”  The Parties hereby
agree to amend this Section 1.5 to: “The Parties have agreed in the Loan
Agreement that any proceeds obtained by Party B through the transfer of its
equity interests in Party C shall be used for repayment of the loan provided by
Party A in accordance with the Loan Agreement. Accordingly, upon exercise of
the Equity Interest Purchase Option, Party A may elect to set off the
outstanding loans and/or Financial Support payable by Party B by the actual
Equity Interest Purchase Price, and whenever the total outstanding loans and/or
Financial Support are set off in full, Party A shall not be required to pay any
additional Equity Interest Purchase Price to Party B, and Party B’s loans and
Financial Support (if any) will be released.”


 


 

















 


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 International Holdings Ltd.


 


 


	
   

  	
   

  
	
  By:

  	
       /s/ Xiaohong Kou

  	
   

  
	
  Name:
  Xiaohong Kou

  	
   

  
	
  Title:
  Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Party B:
  Song Wang

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
     /s/ Song Wang

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Party C: Beijing Blue I. T. Technologies Co., Ltd.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Xiaohong Kou

  	
   

  
	
  Name:
  Xiaohong Kou

  	
   

  
	
  Title:
  Legal Representative

  	
   

  
				



 

















 


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 International Holdings Ltd., a Cayman corporation,  
organized and existing under the company law of the Cayman Islands,
British West Indies (“Cayman”), with its address at Offshore Incorporations
(Cayman) Limited, Scotia Center, 4th Floor, P.O. Box 2804, George Town,
Cayman Islands, British West Indies;


 


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


 


Party C:                     Beijing Blue I. T. Technologies 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 45% of the equity interest in Party C;


 


B.                                     The Parties entered into an Exclusive Option Agreement on September 23,
2005 (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 and Party B executed a  Loan
Agreement
on September 23, 2005 (the
“Loan Agreement”), according to which,
Lender provides a loan in US dollars which is equivalent to RMB4,500,000 in
accordance with the provisions of applicable laws (the “Loan”) for the business
development of Party C. Party A and Party B entered into a Supplementary
Agreement to the Loan Agreement on May 10, 2010, according to which,
Lender acknowledges that, besides the Loan, since September 23, 2005,
Lender agrees to provide financial support as needed by the Borrower Company to
Borrower in ways permitted by the PRC laws and regulations (“Financial Support”)
for the development of the Borrower Company’s business.


 

















 


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 immediately after the execution of
this Supplementary Agreement.


 


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’s
wholly-owned subsidiary in China in ways permitted by the PRC laws.”


 


3.                                                         Section 1.3 of the Exclusive Option Agreement provides: “Unless an
appraisal is required by the laws of China applicable to the Equity Interest Purchase
Option when exercised by Party A, the purchase price of the Optioned Interests
(the “Equity Interest Purchase Price”) shall equal to the amount of outstanding
loan provided under the Loan Agreement between Party A and Party B. The Equity
Interest Purchase Price shall be off-set by the amount of outstanding loan
payable by Party B.” 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 under the Supplementary Agreement to the
Loan Agreement, and the Equity Interest Purchase Price can be off-set by the
amount of outstanding loan and Financial Support payable by Party B.  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 under the Supplementary Agreement to the Loan Agreement, then Party B
agrees to provide such excessive amount to Party A’s wholly-owned subsidiary in
China in ways permitted by the PRC laws.”


 

















 


Section 1.5
of the Exclusive Option Agreement provides: “The Parties have agreed in the
Loan Agreement that any proceeds obtained by Party B through the transfer of
its equity interests in Party C shall be used for repayment of the loan
provided by Party A in accordance with the Loan Agreement. Accordingly, upon
exercise of the Equity Interest Purchase Option, Party A may elect to make
payment of the Equity Interest Purchase Price through cancellation of the
outstanding amount of the loan owed by Party B to Party A, in which case Party
A shall not be required to pay any additional Equity Interest Purchase Price to
Party B.”  The Parties hereby agree to
amend this Section 1.5 to: “The Parties have agreed in the Loan Agreement that
any proceeds obtained by Party B through the transfer of its equity interests
in Party C shall be used for repayment of the loan provided by Party A in
accordance with the Loan Agreement. Accordingly, upon exercise of the Equity
Interest Purchase Option, Party A may elect to set off the outstanding loans
and/or Financial Support payable by Party B by the actual Equity Interest
Purchase Price, and whenever the total outstanding loans and/or Financial
Support are set off in full, Party A shall not be required to pay any
additional Equity Interest Purchase Price to Party B, and Party B’s loans and Financial
Support (if any) will be released.”


 

















 


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 International Holdings Ltd.


 


 


	
  By:

  	
       /s/ Xiaohong Kou

  	
   

  	
   

  
	
  Name:
  Xiaohong Kou

  	
   

  
	
  Title:
  Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Party B:
   Xiaohong Kou

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
     /s/  Xiaohong Kou

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Party C: Beijing Blue I. T. Technologies Co., Ltd.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Xiaohong Kou

  	
   

  	
   

  
	
  Name:
  Xiaohong Kou

  	
   

  
	
  Title:
  Legal Representative