f8k021408ex10b_guangzhou.htm


    


     

    HUANTONG
TELECOM SINGAPORE COMPANY

    PTE
LTD

     

    Subsidiary
of Guanzhou Global Telcom company Limited. NASDAQ
(U5): GZGT,

     

    913, Toa Payoh Loronq 1,
#01-04 Oleander Tower, Singapore
319772

    Tel + 852 27256759 Fax: +
852 27206394 http//www.guangzhouglobaltelecom.corn

     

     

    Share
Transfer Agreement between

     

    TCAM
Technology Pte Ltd

    And

    Huantong
Telecom Singapore Company Pte Ltd

     

     

    Transferor:
Tan Shuang Maan         
(Shareholder of TCAM Technology Pte Ltd)

     

    Transferor:
Tan Yong Tat, Royston  (Shareholder of TCAM Technology Pte
Ltd)

     

    Transferor:
Tan Yong
Chuan            
(Shareholder of TCAM Technology Pte Ltd)

     

     

    Transferee:
Huantong Telecom Singapore Company Pte Ltd ("Huantong")

     

    Whereas,
this share transfer agreement (hereinafter referred to "Agreement") is
contracted by the above parties. The transferor above is willing to transfer
shares of TCAM
Technology Pte Ltd (hereinafter referred to 'TCAM*) 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.  Huantong
agrees to be transferred of 30% of the total authorized shares of common stock
of TCAM Technology Pte Ltd.

    

     

    2.  Terms
and conditions

     

    2.1   
The paid up by Huantong to acquire the 30% shall comprises, both cash of
S$200,000 and 3 5 million shares of Guangzhou Global Telecom Inc. (OTC Bullion
Board: GZGT). The s$200.000 cash will be paid into TCAM as investment for TCAM's
business operation. The 3.5 million shares of GZGT will be paid to
existing TCAM shareholders and relevant party (refer to appendix 4). The
paid up shall be completed within 15 days upon official agreement
signed.

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
          HUANTONG
TELECOM SINGAPORE COMPANY

          PTE
LTD

           

          Subsidiary
of Guanzhou Global Telcom company Limited. NASDAQ
(U5): GZGT,

           

          913, Toa Payoh Loronq 1,
#01-04 Oleander Tower, Singapore
319772

          Tel + 852 27256759 Fax: +
852 27206394 http//www.guangzhouglobaltelecom.corn

           

        

      

    

     

    
      2.2   
Cost of account auditing. legal charges, handling fee, etc. shall be borne by
respective parties if required to do.

    

     

    
      2.3  
TCAM shareholders shall be able to sell the 50% of the GZGT shares freely in the
US market after 6-months of holding period, upon achieving the net profit of
S$0.2 million for the second half of FY2008 (from 01Jan08 to 30Jun08). The
remaining 50% of GZGT shares shall be able to sell freely after one years of
holding period. At all situations, TCAM shareholders shall not have any
restrictions in selling the GZGT shares after one year of holding
period.

    

     

    
      2.4   
TCAM management team shall remain the right to manage and maintain all current
business transaction and activities.

    

     

    3.  Representations
and Warrants

     

    
      3.1  
TCAM shareholders shall be able to sell the 50% of the GZGT shares freely in the
US market after 6-months of holding period, upon achieving the net profit of
S$0.2 million for the second half of FY2008 (from 01Jan08 to 30Jun08). At all
situations, TCAM shareholders shall not have any restrictions in selling the
GZGT shares after one year of holding period.

    

     

    
      3.2   
TCAM Technology Pte Ltd must be clear of all outstanding loans or liabilities to
all parties inclusive of banks before acquisition can be
completed.

    

     

    
      3.3   
TCAM shall allocate 2 director seats to Huantong representatives.
Huantong has appointed Mr. Kelvin Loh and Mr. Glenn Yang in TCAM board of
directors. Mr. Glenn Yang is also appointed as the financial controller for
TCAM. Directors designated by Huantong shall not be dismissed by the board of
directors of TCAM, unless they made material mistakes. In addition, Huantong
shall be entitled to change the designation of his appointed
directors.

    

     

    
      3.4    
The transferors guarantee that the transfer of the shares of TCAM has been
approved by the board of shareholders and directors. (The relating resolutions
are attached with this Agreement)

    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
          HUANTONG
TELECOM SINGAPORE COMPANY

          PTE
LTD

           

          Subsidiary
of Guanzhou Global Telcom company Limited. NASDAQ
(U5): GZGT,

           

          913, Toa Payoh Loronq 1,
#01-04 Oleander Tower, Singapore
319772

          Tel + 852 27256759 Fax: +
852 27206394 http//www.guangzhouglobaltelecom.corn

           

        

      

    

     

    
      3.5    The
transferors assure the truthful of the financial data and the operating result
provided.

    

     

    3.6    TCAM
management team shall be in full co-operation with Huantongmanagement
to meet the projected revenue.

     

    
      3.7    The
action of payment done by transferee to any one of the transferors is treated as
valid implement.

    

     

    
      3.8    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.  The
agreement is written in Chinese and English. and is
subject to the Chinese version.

     

    
      8.  This
agreement is in 6  copies,
the transferor and the transferee holds three copies
respectively.

    

     

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
          HUANTONG
TELECOM SINGAPORE COMPANY

          PTE
LTD

           

          Subsidiary
of Guanzhou Global Telcom company Limited. NASDAQ
(U5): GZGT,

           

          913, Toa Payoh Loronq 1,
#01-04 Oleander Tower, Singapore
319772

          Tel + 852 27256759 Fax: +
852 27206394 http//www.guangzhouglobaltelecom.corn

           

        

      

    

     

     

    Appendixes

    
      
        	Appendix
      1:	The relating
      documents of resolutions which approved by the board of shareholders and
      directors to approve this transfer.
	 	 
	Appendix
      2:	Financial
      documents of TCAM.
	 	 
	Appendix
      3:	Identity information
      of transferor. ( Identity certificate documents or certificate
      of incorporation with signature and
  stamp).
	 	 
	Appendix
      4:  	Shares
      distribution
	 	 
	Transferor
      (1):	Tan Shuang Maan
      (Shareholder of TCAM Technology Pte
      Led)
	 	 
	signature: 	/s/
      Tan Shuang Maan
	 	 
	Date:	14 Feb,
    2008
	 	 
	Transferor
      (2):	Tan Yong
      Tat (Shareholder of TCAM Technology Pte
      Led)
	 	 
	signature: 	/s/
      Tan Yong
      Tat
	 	 
	Date:	14 Feb,
    2008
	 	 
	Transferor (3):	Tan Yong
      Chuan (Shareholder of TCAM Technology Pte
      Led)
	 	 
	Signature: 	/s/
      Tan Yong
      Chuan
	 	 
	Date:	14 Feb,
    2008


      

       

    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
          HUANTONG
TELECOM SINGAPORE COMPANY

          PTE
LTD

           

          Subsidiary
of Guanzhou Global Telcom company Limited. NASDAQ
(U5): GZGT,

           

          913, Toa Payoh Loronq 1,
#01-04 Oleander Tower, Singapore
319772

          Tel + 852 27256759 Fax: +
852 27206394 http//www.guangzhouglobaltelecom.corn

           

        

      

    

     

    Date:

     

    Transferee:
Huantong Telecom Singapore Company Pte Ltd

     

    Transferee:
Loh Koon
Kit

    Authorized
signature:  /s/Loh
Koon
Kit

     

    date:
14 Feb, 2008 

     

    Transferee:
Glenn Yang Wei

    Authorized
signature:  /s/Glenn
Yang Wei

     

    
      date:
14 Feb, 2008 

    

     

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
 

     

    APPENDIX
4 - Shares Distribution

    
    

     

    
      	NAME	NOS.
      OF SHARES (GZGT)	 
	Tan
      Shuang Maan	2,025,000	 
	Tan
      Yong
      Tat, Royston	525,000	 
	Tan Yong
      Chuan	405,000	 
	Cho
      Yiong _Tay	45,000	 
	Li
      Jie Wen	180,000	 
	Loh
      Koon
      Kit	100,000	 
	Glenn
      Yang Wei	100,000	 
	Tan
      Chin Hung	50,000	 
	Chan
      Heng Chong	50,000	 
	Lee Zixiang 	20,000	 


    

     

    Total
Number of Shares: 3,500,000 (GZGT)

     

    6