EXHIBIT 10.1
SHARE TRANSFER AGREEMENT
Party A: IMOT Information Technology
(Shenzhen) Ltd.
Address: 10/F., Guomao
Building, Remin Road South, Shenzhen
City, China (Postcode : 518014)
Party B: Shenzhen Golden Anke Technology
Co. Ltd. ("Golden Anke")
Address: East Flat,
4/F., Block 3, SEG Science and Industry Park,
Huaqiang Road North, Shenzhen, China.
Party C: Intermost Corporation
Address: 10/F., Guomao
Building, Renmin Road South, Shenzhen,
China (Postcode: 518014)
Party D: Original Shareholders of Golden
Anke
TU Guoshen (I.D. No. 360102196509275814)
LI Zhiquan (I.D. No. 360102197009205849)
SECTION 1: BACKGROUND
WHEREAS:
1.1 On
behalf of its
parent company, Intermost Corporation (an OTCBB
listed company,
hereby referred to as "IMOT"), IMOT Information
Technology (Shenzhen)
Ltd. shall acquire the
shareholding of
Golden
Anke by issuing common
stock of IMOT,
so as to participate in and
develop network digital surveillance and security business.
1.2
Golden Anke is the
subsidiary
of Jiuding Group in Shenzhen. Its
registered capital
and paid-up capital is Rmb10 million and under
Chinese GAAP its net asset value shall not be less than Rmb10
million
at the date this
Agreement comes into
effect. Its major
business is
the development,
sales, engineering and services of Internet based
digital network surveillance and security systems.
Through friendly consultation, all parties have agreed on the following
agreement:
SECTION 2: SHARE TRANSFER
2.1 Both
Party A and Party B agree that Party A shall acquire,
by issuing common stock of IMOT, 51%
shareholding of Party
B from
shareholders
authorized by the shareholders' general
meeting of Golden Anke
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("Selling Shareholders of Party B"). Share
price of the IMOT common stock to be
issued shall be the average closing price of IMOT trading on the NASD OTCBB
during the two-month period prior to March 20, 2004,
(from January 20, 2004
to
March 19, 2004) i.e. US$0.336 per share. Based on this share price, IMOT
shall
issue 12 million shares of IMOT common stock to the Selling Shareholders of
Party B for the acquisition of Golden Anke's
shareholding.
Upon completion of
the exchange of shares, Party A shall own 51% shareholding in Golden Anke and
the original shareholders of Golden Anke shall own 49% shareholding. Under
Chinese GAAP the net asset value of Golden Anke shall not be less than Rmb10
million.
2.2 Both
Party A and Party B agree that after this Agreement has
come into effect, Party A shall arrange the issuance
and delivery of 12,000,000
shares of IMOT common stock within 25 days
after the completion
of the transfer
of 51% shareholding of Golden Anke (i.e.
the date that all parties complete the
notarization for the change of shareholders at the notarization authority in
Shenzhen City, hereinafter referred to as
"completion date of Golden Anke share
transfer"). 2.3 Party B undertakes, within
30 days after this Agreement has come
into effect, to complete all the legal
procedures regarding
the share transfer
to Party A as stipulated in Clause 2.1 of
this Agreement.
2.4
Both
parties agree that
after this Agreement
has come into
effect, they shall restructure the board of Golden Anke and shall jointly
develop the business of Golden Anke. Both
parties agree that:-
(a)
Majority of the
directors shall be
nominated by
Party A.
(b)
Chairman and legal
representative of
Golden Anke
shall be nominated by Party B.
SECTION 3: BUSINESS DEVELOPMENT AND FUTURE EXPANSION OF GOLDEN
ANKE
Both Parties agree that, as one of the largest network security companies in
China, Golden Anke shall have good prospect
of development. In
order to further
develop the business of Golden Anke, Party A shall assist Golden Anke in
restructuring its business development, human resources management, internal
management and financial management practices. All parties are willing to use
their best effort to facilitate
the business
development
of Golden Anke.
The
goal of Golden Anke is to become the
largest and most successful Internet based
digital network surveillance and security company in China, and to bring the
greatest return to its shareholders.
SECTION 4: REPRESENTATION AND WARRANTIES OF PARTY A
4.1
Party A represents
and warrants
that its parent
company,
IMOT, has legitimate listing status on the
