Shareholding Transfer Agreement
This Agreement is signed on the 23rd day of May 2003 by and among
Party A : IMOT Information Technology Ltd.;
Party B : Shanghai Newray Business Development Co., Ltd.;
Regarding : Shanghai Newray Photographic Equipment Co., Ltd.
WHEREAS, Intermost Corporation ("IMOT") is a company listed on the NASDAQ OTC
Bulletin Board. IMOT Information Technology Ltd. ("Shenzhen IMOT"),
established in Shenzhen, is a wholly-owned subsidiary of IMOT.
WHEREAS, Shanghai Newray Business Development Co., Ltd. ("Newray") is an
enterprise entity incorporated in accordance with the laws and regulations in
China. Newray was registered with the Shanghai Administrative Bureau of Industry
and Commerce with Business License no. of 3101142021079 and has registered
capital of Rmb5,000,000. Its major businesses include conventional and digital
image processing and sale of video and photographic equipment. Newray has a
sales network of over 200 photo-finishing and photographic equipment retail
outlets, as well as a number of clients in photographic equipment sales.
Shanghai Newray Photographic Equipment Co., Ltd. ("SNPE") is a company 75.5%
owned by Newray.
WHEREAS, Party B agrees to sell to IMOT Information Technology (Shenzhen) Ltd.
or any party designed by IMOT Information Technology (Shenzhen) Ltd 51%
shareholding in SNPE.
WHEREAS, other shareholders have unconditionally waived their preferential
purchase right for the abovementioned 51% shareholding in SNPE.
NOW AND THEREFORE, all parties have agreed on the following:
ARTICLE 1 DEFINITIONS
In this Agreement, words and expression shall bear the respective meanings as
follows, unless the context otherwise requires:
1.1 "Shareholding Transfer" refers to the transaction that Shanghai Newray
Business Development Co., Ltd. transfers its 51% shareholding in
Shanghai Newray Photo graphic Equipment Co., Ltd. to Shenzhen IMOT or a
party designated by Shenzhen IMOT and consequently Shenzhen IMOT shall
become beneficial owner of 51% shareholding of Shanghai Newray