DATED 2007
(1)INTERMOST CORPORATION
(2)ENTITIES AND/OR INDIVIDUALS COLLECTIVELY REFERRED TO AS “INVESTORS”)
__________________________________________
JOINT VENTURE AGREEMENT
__________________________________________
BETWEEN:
(1)INTERMOST CORPORATION, is a company listed on the OCTBB with its office at 31st Floor, B31-23 Guomao Building, Renmin Road (South), Shenzhen, 518014, People’s Republic of China (“IMOT”);
(2)(2) Entities and/or individuals more particularly set out in Schedule 1 herein. (collectively referred to as “Investors”)
WHEREAS:
(A)IMOT is a company listed on the OCTBB.
(B)Chinae.com Investment Consultant (Shenzhen) Company Limited, Chinae.com Technology (Shenzhen) Company Limited and Chinae.com E-Commerce Company Limited are wholly-owned subsidiaries of IMOT and are all involved in the business relating to the China Equity Exchange Platform (
www.chinae.com) with value not less than US$[1.5 million]. (“Chinae”). A group structure of Chinae is annexed as Annexure “A”.
(C)On 5th September 2007, the board of directors of IMOT has resolved to restructure and to incorporate a new corporation for the purpose of continuing the business of Chinae and to apply for separate listing on the OCTBB (“the Resolution”).
(D)IMOT and the Investors will incorporated a new company under the laws of British Virgin Islands with limited liability (the “JV Company”) in accordance to the terms of a Chinese letter of intent (認購投資意向書) (“the Letter of Intent”).
(E)The parties hereto wish to enter into this Agreement to provide rights and duties and further regulate their respective responsibilities towards management of the business and affairs of the JV Company.
NOW IT IS HEREBY AGREED as follows:
1. Interpretation
1.01 In this Agreement, unless the context requires otherwise the following expressions shall have the following meanings :-
“Accounts”
means the unaudited balance sheet and operations of IMOT Information Technology (Shenzhen) Ltd, Intermost Focus Advertising Company Ltd, Golden Anke Technologu Ltd, ChinaE.com Information Ltd, ChinaE.com Investment Consultant (Shenzhen) Ltd, ChinaE.com – SI and ChinaE.com Technology (Shenzhen) Ltd are as at 30th June 2007, copies annexed as Annexure “B”;
“Agreement” means this agreement or as it may from time to time be supplemented or amended;
“Articles” means the Memorandum and Articles of Association of the JV Company ;
“Board of Directors” means the board of directors of the JV Company;
“Business Day” means a day on which banks in Hong Kong are open for normal banking business (excluding Saturdays and Sundays);
“BVI” means the British Virgin Islands;
“Convertible Preferred Shares”
means the convertible preferred shares of the JV Company, such convertible preferred shares do not carry any voting rights and have a fixed return of [*]% per annum;
“Mr. Deng” means Deng Xiang Xiong (鄧湘雄), holder of PRC Identity Card No. [*];
“Directors” means directors of the JV Company ;
“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China;
“Letter of Intent” means the Chinese letter of intent認購投資意向書agreed by the parties herein, copy of which is annexed as Annexure “C”;
“PRC” means the People’s Republic of China;
“Resolutions” means the resolutions passed by the board of directors of IMOT on 5th September 2007, copy of which is annexed as Annexure “D”;
“Shareholders” means collectively IMOT and the Investors and/or any person holding any Share from time to time, and “Shareholder” means any one of them;
“Shares” means shares o