Exhibit 10.1
Hainan Concord Financial Products Development Co., Ltd.
STOCK EXCHANGE AGREEMENT
Party A: IMOT Information Technology (Shenzhen) Co., Ltd.
Address: Floor 00 Xxxxxx Xxxxxxxx, Xxxxxx Xxxxx Xxxx Xxxxxxxx Xxxxx
Party B: Guangzhou Ditai Communication Co., Ltd.
Address: Xxxxxx Xxxx, Hengan Xxxxxxxx 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxx
Party C: Zhai, Xiya
Party D: Intermost Corporation ("IMOT")
Address: Floor 00 Xxxxxx Xxxxxxxx, Xxxxxx Xxxxx Xxxx Xxxxxxxx Xxxxx
Party E: Hainan Special Economic Zone Property Right Exchange Center ("Exchange
Center") Address: Xxxxx 0 Xxxxx Xxxxxxxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxx
Xxxxx
Party F: Hainan Exchange Center Non-public Company Registration Co., Ltd.
("Registration Co.") Address: Xxxxx 0 Xxxxx Xxxxxxxx Xxxxxx Xxxxxx,
Xxxxxx, Xxxxxx Xxxxx
WHEREAS:
1. Party B and Party C and other investor have set up Hainan Concord Financial
Products Development Co., Ltd. ("Development Co.") with registration
capital of RMB1.2 millions. The share structure of Development Co. is:
Party B 40%, Party C 50% and Xx. Xxxx Tingyan 10%. The main business of the
Development Co. is to provide financial institutions with research and
development services for their financial products and instruments. Its
business scope also includes the development and sales of multifunction
smart card and property right exchange related services.
2. Registration Co. has more than 400 thousand members. Development Co. has
signed an exclusive agreement with Registration Co. to issue multifunction
membership and credit cards ("Membership Card") for all its more than 400
thousand members and provide exclusive services to those members.
Development co will cooperate with various PRC banks to issue the
Membership Card. The income from issuing cards and other related services
shall belong to Development Co.
3. The Development Co., Party E and Party F jointly set up Hainan Concord
Multifunctional Smart Card Sales and Management Co. Ltd ("Sales Co.") in
Hainan with the registration Capital of RMB 1 million. The Development Co.
holds 51% shares of the Sales Co. In cooperation with Exchange Center and
Registration Co. the Sales Co.'s business is to issue and manage
multifunctional smart cards and providing related value-added services for
their clients. The Sales Co.'s business also includes other business and
services jointly provided with Exchange Center.
For promotion and development of financial products and service in Hainan and
People Republic of China ("China"), Party A agree to exchange the common shares
of its US listed holding company, Intermost Corporation, for the stock of
Development Co. All parties will work jointlyly in promoting and developing the
financial products and services in Hainan and China.
Stock exchange
(1) Party A, B and C agree that Party A shall pay RMB7.6 millions in IMOT
common stock in exchange for 80% of the Development Co.'s shareholding
held by Party B and Party C, from which Party B will sell 40% and Party C
will sell 40%. Party A, B and C agree that the IMOT share price be set at
85% of IMOT 10 trading days from November 16, 2004 average closing price
at OTCBB, which is US$0.184. (Per the exchange rate of US$1.00 for
RMB8.2641 the price is RMB1.52 per share). Based on the set price IMOT
shall issue 5 millions common shares for the exchange. Upon the completion
of the exchange IMOT shall own 80% shareholding of the Development Co. 2.5
millions of the 5 millions IMOT shares shall be transferred to Party B or
the legal entities or persons designated by Party B while 2.5 millions of
the 5 millions IMOT shares shall be transferred to Party C or the legal
entities or persons designated by Party C.
(2) The board of directors of the Development Co. shall consist of 3 members,
2 of which shall be appointed by Party A while 1 of which shall be
appointed by the original shareholders of the Development Co.
(3) All parties agree that the board of directors of the Sales Co. shall
consist of 5 members. All the 3 members of the board of directors of the
Development Co. shall serve as the directors of the Sales Co. Party A
shall appoint one director and the Registration Co. shall appoint one
director to serve as the remaining 2 directors of the Sales Co.
(4) All parties agree the Sales Co. shall conduct the following business:
o Develop the multifunctional smart card business by issuing
Membership Cards.
o Conducting sales and offering services of the financial products
related to the multifunction cards and providing other related
value-added services.
o Develop other financial products and financial services.
o Offering services in cooperation with the Exchange Center.
(5) Party B and Party C agree to fully cooperate with Party A on accounting
works for account consolidation and financial auditing, and submitting
monthly operational and management accounts to Party A by the 10th day of
the following month.
II. Warranties of Party A
a) IMOT is listed on OTCBB, and IMOT's stock is under normal trading
conditions.
b) Within 30 days after this agreement becomes effective Party A
shall deliver 5 millions IMOT common shares to Party B and C or the entities or
persons designated by Party B and Party C.
Warranties of Party B, C, E, F
2. Party B and C warrant that within 30 days after this agreement becomes
effective Party B and C shall complete all the necessary procedures to
transfer 80% of Development Co. shareholding to Party A. 3. Party B and C
warrant that the share they transfer to Party A is legally held by Party B
and C. Party B and C have a full power to carry out and complete the
transfer.
4. Party B, C, E and F warrant that Party B, C, E and F shall cooperate with
Party A and D to acquire 21% stock of the Exchange Center after acquiring
the Development Co.
5. Party B, C and F warrant that Development Co. holds an exclusive right to
issue Membership Cards and provide services to over 400 thousand members
of Registration Co. The income from issuing Membership Cards and other
related service belong to Development Co. Party B, C and F agree that this
is one of the major condition for Party A to validate this agreement.
Further Warranties
4.1. Within 30 days after this agreement becomes effective all parties shall
complete the procedures to transfer the 80% shareholding in Development Co
to Party A from local authority.
4.2. Each party warrants that its liabilities and debts are limited to what
have been disclosed. No further liabilities or debts exist.
4.3. Party A, B, E and F are legal entity under the laws of People's Republic
of China and has a full power to carry out and complete this agreement.
Each party guarantees the legality of its signature on this agreement.
Effectiveness of the Stock Transfer
This agreement shall become effective upon all parties signing this
agreement. The closing of the agreement shall take place upon Part B and
Party C complete the transfer of 80% of shareholding of Development Co. to
Party A and Party A completes the delivery of 5 million IMOT common shares
to Party B and Party C or their designated entities or persons.
Guarantees
Party D guarantees all the warranties and representations of Party A under
this agreement.
Party E guarantees all the warranties and representations of Party B under
this agreement.
Party F guarantees all the warranties and representations of Party C under
this agreement.
Miscellaneous
i. All the agreements, stipulations or promises made prior to this agreement
among the parties shall void if they are in conflict with this agreement.
ii. Any amendments to this agreement shall need to be signed by all the legal
representatives of the parties.
iii. Each party should bear the costs incurred during the procss of the
negotiations, drafting and signing of this agreement.
iv. Any disputes in the course of execution of this agreement and following
cooperation should be settled via negotiation, otherwise the disputes
shall be presented to Shenzhen Arbitration Commission for arbitration.
Party A: IMOT Information Technology (Shenzhen) Co., Ltd.
By:/s/ Xxxx Xxx
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Date: Dec 11, 2004
Party B: Guangzhou Ditai Communication Co., Ltd.
By:/s/ Jin ZhengHe
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Date: Dec 11, 2004
Party C: Zhai, Xiya
/s/ Zhai Xiya
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Date: Dec 11, 2004
Party D: Intermost Corporation
By:/s/ Xxxx Xxx
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Date: Dec 11, 2004
Party E: Hainan Special Economic Zone Property Right Exchange Center
By:/s/ Jin HuaQing
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Date: Dec 11, 2004
Party F: Hainan Exchange Center Non-public Company Registration Co., Ltd.
By:/s/ Zhai XiYa
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Date: Dec 11, 2004
