Interim Share Exchange Agreement
GPT/PEIPEI
THIS AGREEMENT made this 27th day of November, 2001
BETWEEN:
Global Pacific Telecom, Inc., a company duly
incorporated in the Province of British Columbia,
Canada, with its business address at Xxxxx 000,
000 Xxxx Xxxxxx, Xxxxxxxxx, XX Xxxxxx
(Hereinafter called the "GPTI") of the First Part:
AND:
Pei Pei English Education Marketing Co. Ltd., a
company having its business address at the Liberty
of Inner Mogolia, Huhot, Mongolia, China and which
fully and lawfully appointed Xx. Xxx Xxx Xxxxx,
General Manager to represent the company in all
business dealings and transactions and is duly and
legally recognized as having the power to enter
into contracts and agreements.
(Hereinafter called "PEIPEI") of the Second Part
WHEREAS:
1. Global Pacific Telecom, Inc. (GPTI), is a
company incorporated pursuant to the laws of the
Province of British Columbia, under incorporation
number 466781 and change of name number 484740,
with an authorized share capital of One Hundred
Million (100,000,000) shares without par value.
Approximately 10 million shares have been issued
and outstanding to some 100 shareholders, with the
last lot of shares sold at US$1.00 per share.
2. The principal activity and focus of GPTI is
in class and online learning for Asian students to
obtain North American degrees while studying in
attendance or online at home. A high quality
Internet web community service facility is
provided free to the online students as a
communication and information exchange center.
3. GPATI has access to acquire a 100% ownership
of a North American university that can confer
degrees and diplomas in baccalaureate and masters
categories.
4. GPTI is listed in the NASD Pink Sheet with
trading symbol GPTLF and is currently in the
process of getting approval to trade its stock
Over-The-Counter in the NASDAQ Stock Exchange.
5. PEIPEI, a 2-year old marketing company with
163 Point of Sales in some 60 cities in China,
markets ESL (English as a Second Language) tapes
to local Chines to learn English, claiming a net
profit of RMB 1 Million per month or a total of
approximately 1.5 million a year.
6. PEIPEI is currently owned 51% by the
Government of Inner Mongolia and 49% by Xx. Xxx
Xxx Xxxxx and his wife. Xx. Xxx has confirmed
that the percentages of ownership of PEIPEI may be
adjusted pending satisfactory exchange of GPTI
shares.
7. PEIPEI while doing well in its marketing of
its ESL tapes, it lacks support from a well
established foreign institution of higher learning
as a backbone and the lack of a free e-community
facilities to provide its students for the
students to interact.
8. Both parties are desirous of entering into
this Agreement on general terms and conditions
hereinafter provided and detailed terms and
conditions to be mutually agreed upon at a later
date as per Final Share Exchange Agreement to be
executed within reasonable time after the
execution of this interim agreement.
NOW IT IS HEREBY AGREED as follows:
1. In order to compliment each other in the
furthering of education development in China to
its optimum, both Parties agree that GPATI and
PEIPEI shall work together for mutual benefits to
explore this lucrative Chinese market in the field
of education.
2. GPTI will provide PEIPEI with the back up of
an accredited North American college, namely Crown
College, which GPTI has complete access to direct
ownership.
3. GPTI will provide PEIPEI to include in its
marketing of the ESL tapes, a complete workable
website in the English language, capable of
providing a complete free e-community facilities
(including free email addresses, chat rooms,
pagers, bulletin boards, etc.) and a B2B site, to
include in PEIPEI's marketing package.
4. GPTI, when its International English Senior
High School is in operation, will consider using a
name directly relating to PEIPEI, thus giving
further credibility and a feel of brick and mortar
to PEIPEI's ESL tapes.
5. GPTI is currently preparing documents for
submission of SB2 registration statement to the
Securities Exchange Commission for NASDAQ
effectiveness and trading. It is anticipated
that all reviews by SEC would be completed within
6 months after submission of the registration
statement. It is further anticipated that the
offering price would be a minimum of US$3.00 per
share.
6. Both Parties have considered all tangible and
intangible assets, good will, planned
developments, future values of shares, management
teams behind the companies, etc. to derive at a
reasonable offer of share exchange.
7. Both Parties covenant that PEIPEI's total
assets, including revenue, tangible and intangible
assets, marketing network, etc. to list a few, to
have a future monetary value for the purposes of
evaluation for the intended share exchange, in the
amount of Three Million United States Dollars (USD
3,000,000.00) attainable presumably within the
coming 12 months.
8. This Agreement shall agree to the re-
distribution of the percentage of ownership as
follows upon the issuance of common shares and
warrants as hereunder stated:
Global Pacific Telecom, Inc. 55%
Mr. & Xxx. Xxx Xxx Xxxxx 25%
Government of Mongolia 20%
For the above re-distribution of PEIPEI's
ownership, to be effective, upon GPTI shares being
tradable on OTC in NASDAQ, GPTI shall issue an
equivalent number of shares based on the then
prevailing market share price for the value of
US$1,650,000.00, being 55% of the agreed future
value of US$3,000,000.00.
In addition, GPTI shall issue an equal number of
stock warrants, exercisable within 12 months of
issue enabling the stock holder to exchange for
shares at a price 20% below market value.
PEIPEI shall relinquish 55% of its ownership to
GPTI upon such exchange of shares and warrants.
PEIPEI shall appoint one(1) person to the Board of
Directors of GPTI to act as Director.
9. At any time during this interim period, GPTI
and PEIPEI may enter into a formal Share Exchange
Agreement (hereinafter called the "Formal Share
Exchange Agreement" (the "FSEA") to enable the
immediate commencement of the merger's objectives.
10. It is mutually understood by both Parties
that this Interim Share Exchange Agreement
captures only the spirit and essence of the
intended cooperation. Detailed terms and
conditions need to be negotiated at a later date.
This shall include terms and conditions relating
to the formation of the merger, it administration,
management, marketing and business developments
and investment consideration by GPTAI as a public
company.
IN WITNESSTH WHEREOF the parties hereto have
hereunto set their hands the day and year first
above written.
Global Pacific Telecom, Inc.
/s/Xxxxx Xxxxx
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Xxxxx Xxxxx
Pei Pei English Education Marketing Co.
/s/Xxx Xxx Xiang
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Xxx Xxx Xiang, General Manager
