Share Purchase Agreement [Amendment No. 1] - Sina.com and MeMeStar Ltd.
SINA.COM Soho New Town, 16F, Building C 88 Jianguo Road, Beijing, China 100022 By Fax and Hand Delivery: (852) 2899 2711 January 6, 2003 The Shareholders of MeMeStar Limited MeMeStar Limited c/o 9C, 17 Babington Path Mid-Levels, Hong Kong Dear Sirs, Re: Amendment to Share Purchase Agreement We refer to the Share Purchase Agreement, dated as of January 3, 2003, entered into by and among SINA.COM, MeMeStar Limited (the "Company") and the Shareholders of the Company identified therein (the "Share Purchase Agreement"). a. Clause (i) of Section 2.02 of the Share Purchase Agreement shall be amended to read as follows: "(i) US$10,277,675 less the US dollar equivalent of RMB2,600,000 determined using the basic inter-bank exchange rate published by the People's Bank of China on the business day immediately preceding the Closing Date (the "Cash Consideration") shall be paid pursuant to Section 2.04(c),"; b. Section 6.01 of the Share Purchase Agreement shall be amended to incorporate clause (c) below as Section 6.01(c), which shall read as follows: "(c) The Company and the Shareholders agree that, between the date of the Share Purchase Agreement and the timing of the Closing, SINA.COM shall have the right to control the management and business operations of the Company, and the Company and the Shareholders hereby irrevocably ratify and delegate such right to SINA.COM, provided that such right shall be withdrawn if the Closing does not occur pursuant to the Share Purchase Agreement, and provided, further, that SINA.COM shall not bear any liability arising out of, or resulting from the exercise by SINA.COM of such right."; c. Exhibit C of the Share Purchase Agreement shall be amended to be as 1 <PAGE> Annex A attached hereto. Please signify your acknowledgement and acceptance of the above amendments to the Share Purchase Agreement by signing in the designated place below. Sincerely, SINA.COM By: /s/ Charles Chao ---------------- Name: Charles Chao Title: Chief Financial Officer ACKNOWLEDGED AND AGREED: MEMESTAR LIMITED By: /s/ Song Li ----------- Name: Song Li Title: Chairman DRAGONTECH VENTURES LIMITED By: /s/ Lixin Tian -------------- Name: Lixin Tian Title: Authorized Signatory STAR-VILLAGE.COM CORPORATION By: /s/ Song Li ----------- Name: Song Li Title: Chairman WIN LIGHT LIMITED By: /s/ Wu Bo --------- Name: Wu Bo Title: Sole Director RICHES KEY LIMITED By: /s/ Li Yi Wen ------------- Name: Li Yi Wen 2 <PAGE> Title: Sole Director PROFIT STAND INVESTMENTS LIMITED By: /s/ Cai Feng ------------ Name: Cai Feng Title: Sole Director EASY UP LIMITED By: /s/ Wang Xin ------------ Name: Wang Xin Title: Sole Director By: /s/ Song Li ----------- Song Li DRAGONTECH VENTURES MANAGEMENT LIMITED By: /s/ Lixin Tian -------------- Name: Lixin Tian Title: Authorized Signatory Cc: Robert Woll, Esq. Morrison & Foerster Fax: (852) 2585-0800 3 <PAGE> Annex A EXHIBIT C ALLOCATION OF PURCHASE PRICE <TABLE> <CAPTION> PORTION OF PORTION OF DEFERRED PORTION OF SHARE PORTION OF DEFERRED NAME CASH CONSIDERATION CASH CONSIDERATION CONSIDERATION SHARE CONSIDERATION <S> <C> <C> <C> <C> DragonTech Ventures Limited US$ 4,008,638 US$ 0 US$ 0 US$ 0 DragonTech Ventures Management Limited US$ 367,377 US$ 0 US$ 0 US$ 0 Star-Village.com Corporation US$ 1,879,690 US$ 0 US$ 453,255.5 US$ 453,255.5 Win Light Limited US$ 1,147,884 US$ 2,282,573 US$ 827,433 US$ 827,433 Riches Key Limited US$ 518,042 US$ 1,030,629 US$ 373,603 US$ 373,603 Profit Stand Investments Limited US$ 507,017 US$ 1,005,465 US$ 364,481 US$ 364,481 Easy Up Limited US$ 473,564 US$ 931,332 US$ 337,608 US$ 337,608 Song Li US$ 1,061,453 US$ 0 US$ 268,619.5 US$ 268,619.5 TOTAL US$ 9,963,665 US$ 5,250,000 US$ 2,625,000 US$ 2,625,000 </TABLE> 4