Sales and Purchase Agreement (English Translation)
THIS SALES AND PURCHASE AGREEMENT (the "Agreement") is made on the 23rd day of
May, 2006
BETWEEN:
PARTY A: Deng Xiangxiong (ID No.: 440301660504561)
IMOT Information Technology (Shenzhen) Ltd. (Address: 00/X,
Xxxxxx Xxxxxxxx, Xxxxxx Xxxx Xxxxx,
Xxxxxxxx, Xxxxx. Postal Code: 518014. Legal Representative: Andy
Xxxxxxxx Xxx.)
Intermost Corporation ("IMOT")
PARTY B: Xxxxx Xxxxxxx, ID No.: 330102420307182
Xx Xxxxxxx, ID No.: 330106710326002
Li Laohu, ID No.: 330102380602181
This AGREEMENT is made by and between PARTY A and PARTY B on the terms and
subject to the conditions set forth herein.
1. PARTY A will sell to Xx. Xx Laohu 25% shareholding of Shanghai Fortune
Venture Limited ("SFVL"),which are held in trust via Xx. Xxxx Xiangxiong,
together with its distributable dividend; In return, PARTY B shall transfer
to IMOT 6,500,000 share of common stock of IMOT (3,000,000 of which are
held by Xx. Xx Xiaoqin and 3,500,000 of which are held by Xx Xx Laohu)
together with its distributable dividend, if any; and PARTY A is agreed to
assist Xx Xxxxx Xiujuan to convert the 3,500,000 shares of common stock of
IMOT under her name, which are over 2 years old, into tradable shares.
2. Undertaking of The Agreement
2.1 PARTY A warrants that: upon signing this AGREEMENT, PARTY A shall
coordinate all the related agents and organizations to ensure the
conversion of the 3,500,000 shares of common stock of IMOT under the name
of Xx Xxxxx Xiujuan to tradable shares. The time for the conversion shall
not exceed 3 months from the date of this agreement.
2.2 PARTY B warrants that without a written consent from PARTY A, PARTY B shall
NOT dispose any IMOT share of common stock held by PARTY B (include but not
limited to transfer, exchange, sale, impawn, pledge, etc.) 2.3 Each party
has the right to request other party to fulfill its obligations specified
in this AGREEMENT.
3. Execution of the Agreement
3.1 PARTY A warrants that: within one week after the 3,500,000 shares of common
stock of IMOT held by Xx. Xxxxx Xiujuan are converted to tradable shares,
Xx. Xxxx Xiangxiong shall complete all the necessary documents required in
Shanghai to transfer the 25% shareholding in SFVL to Xx. Xx Laohu. PARTY B
shall complete the relevant procedures and bear all the expenses incurred.
3.2 PARTY B warrants that: at the same time when Xx. Xxxx Xiangxiong completed
all the necessary documents required to transfer the 25% shareholding of
SFVL in Shanghai, Xx. Xx Xiaoqin and Xx. Xx Laohu shall sign the share
transfer form to transfer the 6,500,000 share of common stock of IMOT
(3,000,000 of which are held by Xx. Xx Xiaoqin and 3,500,000 of which are
held by Xx. Xx Laohu) to IMOT. PARTY A shall complete the relevant
procedures and bear all the expenses incurred.
Upon the completion of the above, both PARTY A and PARTY B have fulfill all
the obligations stipulated by this AGREEMENT.
4. Default
Should either Party breach this AGREEMENT, the delinquent Party shall pay
the observant Party RMB1,000,000 as penalty. The observant Party shall also
have the right to request the delinquent Party to fulfill the obligation of
this AGREEMENT.
5. Governing Law
This AGREEMENT shall be governed by the laws of People's Republic of China.
6. Jurisdiction
Any suit incurred in this AGREEMENT shall be under the jurisdiction of a
people's court in the place where the plaintiff is located.
7. Term
This AGREEMENT is effective upon signing by the both PARTIES and stamping
by the relevant companies.
8. Miscellaneous
This AGREEMENT is in 6 copies and is executed in counterparts. Each
relevant party shall bear one of them.
