Amendment to the China-Foreign Joint Venture Agreement (the "Agreement")
Dated 27 July 1999
BETWEEN:
The Nanjing Yiyao Group Company Limited (Party A)
AND:
Allwin Newtech Ltd. (Party B)
Article 19 of the Agreement is hereby amended to read as follows:
"The Board of Directors shall hold meetings at least once a year. This shall be
called and held by the Managing Director. Subject to a motion carried by
two-fifths of the directors, the Managing Director may call an extraordinary
meeting. The minutes of the meetings shall be filed and kept. In principal, the
meetings shall be held at the place where the Joint-Venture Company is but may
be decided by the Board of Directors to be held elsewhere. The quorum for a
directors meeting shall be three-fifths of all the directors. The resolutions of
the Board of Directors shall come in the written form. The resolutions of the
Board of Directors shall have binding force. Those directors who are unable to
attend a directors meeting may sign proxies to appoint other directors to carry
out their duties."
All other articles shall remain as written in the original Agremeent dated 27
July 1999.
The Amendment is drawn up on 24 November 2000 and is signed by the authorized
representatives of both Party A and Party B.
Party A: The Nanjing Yiyao Group Company Limited
[seal]
Jian Mao Li
Authorized Signature
Party B: Allwin Newtech Ltd.
[seal]
Longbin Liu
Authorized Signature
