Exhibit 10.
Sale and Purchase Agreement
(Translation)
Party A : IMOT Information Technology (Shengzhen) Co., Ltd. ("Anmoutong")
Address: 00/X., Xxxxxx Xxxxxxxx, Xxxxxxxxx Xxxx,
Xxxxxxxx Xxxx, Xxxxx (Postcode 518014)
Party B : Shanghai Fortune Venture Limited ("Shanghai Fortune")
Address: 0/X., #000 Xxxxxxxxxxx Xxxx,
Xxxxxxxx Xxxx, Xxxxx (Post Code : 200011)
Party C : North Shanghai Branch of Shanghai Technology Property Right
Exchange Center ("NSB")
Address: 0/X., #000 Xxxxxxxxxxx Xxxx, Xxxxxxxx Xxxx, Xxxxx
(Post Code : 200011)
Party D : Intermost Corporation ("Intermost")
Address: 00/X., Xxxxxx Xxxx., Xxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxx
(Post Code : 518005)
WHEREAS
1. On behalf of its parent company - Intermost Corporation, (an OTCBB Listed
Company), Anmoutong shall acquire shareholding of Shanghai Fortune, with
the purpose to enhance development of property right transactions in
Shanghai, Yangtze River Region and other places in China.
2. Shanghai Property Right Exchange Center ("Shanghai Exchange Center") is
the largest organization for the exchange of property right in China.
Transaction volume in 2002 was over Rmb120 billion. Shanghai Exchange
center has set up an Escrow Center for the transfer of shareholding of
non-listed companies in Shanghai.
3. Shanghai Fortune is a registered member of Shanghai Exchange Center. It
has been granted by Shanghai Exchange Center the right to operate the
business of NSB, which is similar to the business as Shanghai Exchange
Center. Shanghai Fortune is entitled to 80% of the transaction fee income
generated from NSB's business. Authorized business scope of Shanghai
Fortune include transfer of property rights, intellectual property rights,
and other services related to property right transactions.
4. Yangtze River Delta Technology and Property Right United Exchange Center
("Yangtze Exchange Center") is a property right exchange marketplace
jointly set up by the property right exchange organizations in Shanghai
City and 14 major cities in Jiangsu Province and Zhejiang Province.
NOW AND THEREFORE, ALL PARTIES HAVE AGREED ON THE FOLLOWING:-
SECTION 1 SHAREHOLDING TRANSFER
1. Party A shall acquire from the certain shareholders of Party B, who have
been authorized by the shareholders' general meeting of Party B to sell,
25% of shareholding in Party B, with consideration of Rmb600,000 (already
paid) and certain shares of IMOT's common stock. The common stock of IMOT
shall be valuated according to its average closing price during the
10-day period from September 22, 2003 to October 1, 2003, i.e. US$0.24
per share. Based on this valuation, Party A shall give 10 million IMOT
shares for this shareholding purchase. Upon completion, Party A shall own
25% shareholding of Party B. Net asset value of Party B shall not be less
than Rmb10 million.
2. Party A and Party B shall nominate directors to the board of directors of
Party B and Party D respectively, subject to the respective approval by
the shareholders' general meeting of Party B and Party D.
SECTION 2 BUSINESS OF PARTY B
All parties agree that Party B shall, besides its existing business, through
Shanghai Exchange Center and Yantze Exchange Center, develop businesses of
property right transfer, technology right transfer, debt transfer and copyright
transfer ("business portfolio"). Upon appropriate circumstances, it shall
establish other businesses as well.
SECTION 3 WARRANTS AND REPRESENTATIONS OF PARTY A
1. Party A warrants that Party D has legal listing status on the OTCBB and
its shares are trading under normal conditions. Party A warrants that the
shares to be issued to Party B by Party D are legitimately issued. Party A
has full legal authority to consummate this transaction.
2. Within 30 days after signing of this Agreement, Party A shall give to
party B (or any party designated by Party B) the IMOT shares stipulated
herein.
3. Party A warrants that after one year from the date of issuance, the IMOT
shares issued to Party B can be sold or transferred in accordance with
relevant U.S. securities laws and SEC regulations.
4. Party A is a legal entity duly incorporated in China and has been
authorized to sign and execute this Agreement.
SECTION 4 WARRANT AND REPRESENTATIONS OF PARTY B
1. Party B undertakes to arrange its shareholders to transfer their
shareholding in Party B to Party A. Party B warrants that shareholding it
transfer to Party A are validly issued and legitimately owned by the
shareholders of Party B and they have full and valid power to complete
this transaction. Party B warrants that Party A shall thus own
corresponding ratio of ownership right in Party C.
2. Party B undertakes to complete all the legal procedures required for this
transaction within 90 days after signing of this Agreement.
3. Party B warrants that for the five years after the legal procedures for
this transaction have been completed, Party A shall be entitled to recieve
no less than US $420,000 per annum in net income. If Party B cannot
achieve this target in the first year, Party B shall return Pro-rata
number of shares of IMOT to Party A. Party B undertakes to implement its
Business Plan and achieve all targets stated in the Business Plan.
4. Party B shall cooperate with Party B for its audit work and shall submit
to Party A its financial statements for the previous month within 10 days
of each month.
5. Except for the liabilities and legal obligations already disclosed to
Party A, Party B have no other liabilities or legal obligations.
6. Party B is a legitimate entity duly incorporated in China. It has obtained
the power and authority to execute and implement this Agreement.
7. Party B undertakes that it has the operation and management right of NSE
and has the legitimate right to enter into the transactions of the
business portfolio. Party B agrees that this Agreement is set up based on
and subject to this undertaking.
SECTION 5 SPECIAL PROVISIONS
Upon review of Shanghai Fortune's business and accounts, and after the approval
by the board of directors of both parties, confirmation by attorney and
completion of necessary procedures with governing authorities, this agreement
shall officially come into effect. Immediately after this Agreement comes into
effect, Party A shall give the IMOT shares to Party B.
SECTION 6 OTHERS
1. If Parties have entered into any agreements or commitment which are in
conflict with the stipulations of this Agreement, this Agreement shall
prevail.
2. This Agreement can only be amended, supplemented or replaced after written
consent by authorized representatives of all parties.
3. Each party shall be responsible for their own respective expenses and
expenditures in relation to the negotiation, preparation, execution and
implementation of this Agreement.
4. This Agreement shall come into effect after signing by all Parties. Each
party shall keep a signed copy of this Agreement. Any outstanding issues
shall be stipulated in supplementary agreements. Any disputes which cannot
be settled through consultation shall be submitted to Shanghai Arbitration
Committee for arbitration.
Party A Party B
/s/IMOT Information /s/Shanghai Fortune Venture Limited
--------------------------------- ------------------------------------
Technology (Shengzhen) Co. Ltd.
Party C Party D
/s/North Shanghai Branch of /s/Intermost Corporation
--------------------------------- ------------------------------------
Shanghai Technology Property
Richt Exchange Center
