|
Exhibit 10.1
Share Transfer Agreement
Party A : IMOT Information Technology (Shenzhen) Co., Ltd.
("IMOTSZ")
Address : 10/F., Guomao Building, Remin Road South, Shenzhen
City,
China (Postcode : 518014)
Party B : Shenzhen Merchant Technology Investment Co., Ltd.
Address : 11/F., Investment Building, 4009 Shennan Road,
Futian,
Shenzhen City, China
Party C : Intermost Corporation ("IMOT")
Address : 10/F., Guomao Building, Remin Road South, Shenzhen
City,
China (Postcode : 518014)
Party D : Snow Hill Developments Limited
Address : P.O. Box 957, Offshore Incorporation Center, Road
Town,
Tortola, British Virgin Island
Chapter 1 Background
WHEREAS:
1.1 Established in 2001, Shenzhen International Hi-Tech Exchange
("Hi-Tech
Exchange") is an enterprise entity incorporated and in
legitimate
operation pursuant to laws of China. Its business office is
situated at
2/F., Technology Building, Shangbu Zhong Road, Shenzhen City.
Registered
and paid-in capital of Hi-Tech Exchange is Rmb30 million. As of
December
31, 2003, shareholders' equity as illustrated in its audited
financial
statement is Rmb21.11 million. Hi-Tech Exchange is an
enterprise
authorized by the government to carry out business in the
transfer of
hi-tech property rights and corporate equity interests.
1.2 Intermost Corporation ("Party C") is a company listed on the
OTC Bulletin
Board.
1.3 Party A, IMOTSZ, is a limited liability company 100% owned
and duly
incorporated by Intermost Corporation in Shenzhen City,
China.
1.4 Party B, Shenzhen Merchant Technology Investment Co., Ltd.,
is a limited
liability company duly incorporated and in legitimate operation
in
Shenzhen City, China.
1.5 Party B is the legitimate owner of 15% shareholding in the
Hi-Tech
Exchange.
1.6 Part D is an associate limited liability company of Party B,
incorporated
in British Virgin Island and in legitimate operation.
1.7 Party A agrees to acquire from Party B entire shareholding
in the Hi-Tech
Exchange, so as to participate in and develop its business in
the transfer
of hi-tech property rights and corporate equity rights.
<PAGE>
Through friendly consultation, all parties have reached the
following
agreement:-
2.1 Party B agree to sell to Party A and Party A agree to buy
from Party B 15%
shareholding of Hi-Tech Exchange for a consideration of
Rmb4,500,000.
2.2 Party B agrees that Party A shall acquire 15% shareholding
of Hi-Tech
Exchange (valued at Rmb4,500,000) from Party B by issuing
2,470,355 shares
of common stock of IMOT, its parent company (based on the
exchange rate of
US$1 = Rmb 8.28 promulgated by the People's Bank of China on Dec
7, 2004,
and the average stock price of IMOT, i.e. $0.22, trading on the
OTC
Bulletin Board during the period from Oct 18, 2004 to Nov 18,
2004).
2.3 Party A agree, pursuant to Party B's request, to issue the
2,470,355
shares of common stock of IMOT as stipulated in clause 2.2 to
Party D
designated by Party B.
2.4 Party B agrees to, as requested by Party A, transfer 15%
shareholding in
the Hi-Tech Exchange to Party A.
2.5 Both Parties A and B agree to recommend a person designated
by Party A as
a Director of the Hi-Tech Exchange, and to recommend a person
designated
by Party B as a Director of IMOT.
Chapter 3 Warranties of Party A and Party C
3.1 Party A warrants that IMOT has legitimate listing status on
the OTCBB and
its common shares are in normal trading status. Party A further
warrants
that the shares to be issued to Party B or any other corporation
or
natural person designated by Party B are valid shares and Party
A shall
have the legal authority to carry out this share transfer.
3.2 Party A and Party C warrant that, after this Agreement has
come into
effect, it shall handle the procedures for issuing the IMOT
common stock
to Party B or any corpo
| 
