Share Transfer Agreement between Beijing Lihe Jiahua Technology and Trading Company Ltd.. And Global Telecom Holdings Limited
Share
Transfer Agreement between
Beijing
Lihe Jiahua Technology and Trading Company Ltd..
And
Global
Telecom Holdings Limited
Transferor:
Li ▇▇▇ ▇▇▇▇▇
(Shareholder
of Beijing Lihe Jiahua Technoiogy and Trading Company Ltd. "Lihe" )
Transferee:
Global Telecom Holdings Limited
(“GTHL”)
(wholely-owned
Enterprise of Guangzhou Global Telecom, Inc..)
Whereas,
this share transfer agreement (hereinafter referred to "Agreement") is
contracted by the above parties on April 7, 2008. The transferor above is
willing to transfer its shares of Beijing Lihe Technology and Trading Company
Ltd. ("Lihe") to the transferee according to the terms
and conditions of this Agreement, and the transferee agrees to be transferred of
the target share.
NOW,
THEREFORE, the parties agree as follows:
1. Li
Hanguang the transferor agrees to transfer 50% of its total authorized shares to
the transferee.
2. Terms
and conditions
2.1The
paid up by the transferee to acquire the 50% is 1.5 million shares of Guangzhou
Global Telecom Inc. (OTC Bullion Board:GZGT)
2.2 RMB
200,000 cash will be invested into Lihe for business
operation.
2.3 Lihe
management team shall remain the right to manage and maintain all current
business transaction and activities.
1
3.
Representation and Warrants
3.1
Lihe must be clear of all outstanding loans or liabilities to all parties
inclusive of banks before acquisition can be completed.
3.2 The
transferors guarantee that the transfer of the shares of Lihe has been approved
by
the board of shareholders and directors. (The relating resolutions are
attached with this Agreement)
3.3 The
transferors assure the truthful of the financial data and the operating result
provided.
3.4 Lihe
management team shall be in full co-operation with GTHL
management to meet the projected revenue.
3.5 Both
parties of the agreement should keep confidential of involved business secrets.
These obligations of confidentiality in commercial secrets should be carried out
till it is legitimated public disclosure.
4. Liability
of breach
4.1 Both
sides agreed that if one party breaches any terms or conditions of the
agreement, and make another party suffered any loss, it should compensate the
loss of another party.
4.2
Transferee shall bear the responsibility of any delay of executing it's
liability to place the investment and shares according the
agreement.
5. Applicable
law
The
setup, effective and explanation of the agreement are all applied to the law of
PRC.
6. Resolve
of dispute
All
disputes with the agreement should be submitted to the Guangzhou Arbitration
Commission and in accordance with the effective arbitration rules to arbitrate.
Arbitration ruling is final and binding on both parties.
7.This
agreement is in
copies, the transferor and the transferee holds one copy respectively.
2
Appendixes
Appendix1
: The relating documents of resolutions which approved by the board of
shareholders
and directors to approve this transfer.
Appendix2:
Identity information of transferor.
Appendix3:
Shares distribution
Transferor: Li
▇▇▇ ▇▇▇▇▇
(Shareholder
of Beijing Lihe Jiahua Technology and Trading Company Ltd. "Lihe" )
signature: /s/
Li ▇▇▇ ▇▇▇▇▇
Date:
Transferee:
Global Telecom Holdings Limited
(
wholely-owned Enterprise of Guangzhou Global Telecom, Inc. )
Authorized signature:
/s/Li
Yankuan
date:
3
Appendix3
Shares
distribution
| Name | Shares |
| ▇▇▇▇ ▇▇ | 100000 |
| LI HANGUANG | 250000 |
|
LI
DONGMING
|
250000 |
| CHEN CHUNJIANG | 100000 |
| LI YONGKANG | 50000 |
| YAN HONG | 50000 |
| WEN ZHIBIAO | 50000 |
| ▇▇▇▇ ▇▇▇▇▇ | 50000 |
| LI HANBIN | 50000 |
| QIN YINGBO | 50000 |
| NI JINGDA | 50000 |
| EASEWAY TELECOM HOLDINGS LIMITED | 450000 |
| TOTAL | 1500000 |
4