Exhibit 10.24


 


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) Co., Ltd.,
a wholly owned
foreign enterprise incorporated and existing under the laws of the PRC;


 


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


 


Party C:       Beijing Jingtian Technology Co., Ltd.,
a wholly owned foreign enterprise incorporated and existing under the laws of
the PRC.


 


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 July 31, 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 a wholly-owned subsidiary of ChinaCache International Holdings Ltd. (“ChinaCache”)
in Beijing, China;


 


D.                 Party
A and Party B executed a  Loan
Agreement
on July 31, 2008 (the “Loan Agreement”), according to which, Party A provides a loan of RMB50,000 to Party B
(the “Loan”) for the latter’s acquisition of the equity interest of Party C and
the business development of Party C. ChinaCache, Party A and Party B entered
into an Agreement on May 10, 2010, according to which, since January 1,
2010, ChinaCache agrees to provide financial support, either by itself or
through Party A, as needed by the Party C to Party B in ways permitted by the
PRC laws and regulations (“Financial Support”) for the development of the Party
C’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


 


1

















 


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 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. 
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.”


 


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


 


2

















 


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.


 


3

















 


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: Beijing Jingtian
  Technology Co., Ltd.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
        /s/
  Xinxin Zheng

  	
   

  
	
  Name: Xinxin Zheng

  	
   

  
	
  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 Network Technology (Beijing) Co., Ltd.,
a wholly owned
foreign enterprise incorporated and existing under the laws of the PRC;


 


Party B:       Xinxin Zheng,
a citizen of PRC with Chinese Identification No.:           ; and


 


Party C:       Beijing
Jingtian Technology Co., Ltd., a wholly owned foreign enterprise incorporated and
existing under the laws of the PRC.


 


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 July 31, 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 a wholly-owned subsidiary of ChinaCache International Holdings Ltd. (“ChinaCache”)
in Beijing, China;


 


D.      Party
A and Party B executed a  Loan
Agreement
on July 31, 2008 (the “Loan Agreement”), according to which, Party A provides a loan of RMB50,000 to Party B
(the “Loan”) for the latter’s acquisition of the equity interest of Party C and
the business development of Party C. ChinaCache, Party A and Party B entered
into an Agreement on May 10, 2010, according to which, since January 1,
2010, ChinaCache agrees to provide financial support, either by itself or
through Party A, as needed by the Party C to Party B in ways permitted by the
PRC laws and regulations (“Financial Support”) for the development of the Party
C’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


 


1

















 


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 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. 
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.”


 


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


 


2

















 


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.


 


3

















 


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: Xinxin Zheng

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
      /s/ Xinxin Zheng

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Party C: Beijing Jingtian
  Technology Co., Ltd.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
        /s/
  Xinxin Zheng

  	
   

  
	
  Name: Xinxin Zheng

  	
   

  
	
  Title: Legal
  Representative