f8k072908ex10_ea2gzgt.htm


    


     

    Share
Transfer Agreement between

     

    Guangzhou
Renwoxing Telecom

     

    And

     

    Global Telecom Holdings
Limited

    


    


     

    Transferor:
Li Hanguang

     

    (Shareholder
of Guangzhou Renwoxing Telecom“GRT”) 

    


    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 July  , 2008. The
transferor above is willing to transfer its shares of Guangzhou Renwoxing
Telecom (“GRT”) 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.  the
transferor agrees to transfer 51% of its total authorized shares to the
transferee.

    

    


    
      2.  Terms and
conditions

    

    


    
      2.1  The paid
up by the transferee to acquire the 51% is 9,727,769 shares of Guangzhou Global
Telecom Inc. (OTC Bullion Board: GZGT)

    

     

    2.2 
Starting from the month of receiveing the GZGT shares mentioned above, GRT shall
achieve a quarter revenue of 20million RMB or more.

    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3.
Representations and Warrants

    


    
      3.1 GRT
must be clear of all outstanding loans or liabilities to all parties inclusive
of banks before acquisition can be completed.

    

    
3.2 The
transferor guarantee that the transfer of the shares of GRT has been
approved by the board of shareholders and directors.

    
       

      3.3 The
transferor assure the truthful of the financial data and the operating result
provided.

    

    
       

      3.4 GRT 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.

     

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
       
Appendixe

    

    
       

       
Appendix1:
The relating documents of resolutions which approved by the board of directors
to approve this transfer.

    

    
       
Appendix2:  Shares
distribution

    

    


    


    Shares
distribution:

    


    
      	
              Name

            	 
      	
              Shares

            
	 
      	 
      	 
      
	
              NI
      JINGDA

            	 
      	
              1,400,000

            
	
              LI
      YANFEN

            	 
      	
              2,827,769

            
	
              LIANG
      SIMING

            	 
      	
              3,000,000

            
	
              LI
      HANBIN

            	
              1,000,000

            
	
              SIERRA
      VISTA GROUP LIMITED

            	
              1,500,000

            
	 
      	 
      	 
      
	
              TOTAL

            	 
      	
              9,727,769

            


    

    


    


    


    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    


     

    Transferor:Li Hanguang

    


    


    Date:

    


     

    Transferee:Global
Telecom Holdings Limited

    
 

     

    Date: