exv4w4






Exhibit 4.4



Translation of the Chinese original




Agreement




	 	 	 	 	 	 	 

	Party A: Xu Qiming

	 	(China)
	 	ID: 350382196904285010
	 	 
	 
	 	 	 	 	 	 
	Party B: Wong Hing Tuen

	 	(Hong Kong)
	 	ID: K802751 (A)	 	 





After negotiations about Party A’s proposed investment in and establishment of Fujian Xiniya
Garments and Weaving Co., Ltd. (the “Company”) in Jinjiang City, Fujian Province, the two parties
have reached an agreement as follows:





	1.	 	Party B shall register the Company by the end of 2005 and ensure that the investment in the
Company in an amount of HK$10.0 million shall be fully contributed to the Company within two
years from the establishment of the Company.
	 
	2.	 	After the Company is set up, the operation and management power of the Company must be fully
vested with Party A (Party A would exercise de facto control of Fujian Xiniya Garments and
Weaving Co., Ltd.). Party B must not interfere with or involve himself in any of the Company’s
business operation decisions. Party A shall run the business of the Company under applicable
laws and regulations. Party A shall submit to Party B, the Company’s monthly financial
statements before the 15th day of the following month, and the Company’s annual
financial statements in January of the following year.
	 
	3.	 	Party A undertakes to cause Shishi Xiniya Garments and Weaving Co., Ltd. to grant the Company a
license to use the “Xiniya” trademark for nil consideration in the first two years and 1% of
the Company’s revenue to Shishi Xiniya Garments and Weaving Co., Ltd. as trademark royalties
from the third year onwards.
	 
	4.	 	Party A shall be entitled to a monthly salary of no less than RMB10,000.0 for his operation
and management of the Company.
	 
	5.	 	Party A undertakes that he has the capability to operate the Company and to generate
satisfactory profit returns. Party B undertakes that Party A shall have the actual control
over the Company and have the full power of operation and management of the Company within 5
years. Under this condition, Party A should be able to generate dividends of RMB$100.0
million. At the time when the aggregate dividends distribution received by Party B reaches
RBM100.0 million, Party B shall voluntarily transfer 80% of the equity interest in the Company
held by himself to Party A for nil consideration. In return, Party A shall transfer the
“Xiniya” trademark to the Company for no charge. Party B shall own the remaining 20% of the
equity interest in the Company.
	 
	6.	 	In the event that the Company has incurred serious losses during Party A’s management and
goes into liquidation, Party B shall not be responsible for any debt in excess of his
investment, and it is Party A’s responsibility to pay off all the debts. In such case Party B
shall have the right to revoke any and all the operation and management power of the Company
granted to Party A and take over the actual control over and run the Company himself. In the
mean while, Party A’s Shishi Xiniya Garments and Weaving Co., Ltd. shall transfer the “Xiniya”
trademark to the Company for no charge, and Party A shall not raise any objection thereto.
	 
	7.	 	After Party A departs from the Company, the management team and the market network
established during Party A’s management shall all belong to the Company and Party A must not
conduct any garment business with similar brand name or style within 3 years.




This agreement shall be executed in two counterparts, one for each party.





	 	 	 

	Party
A: /s/ Xu Qiming

	 	Party B: /s/ Wong Hing Tuen
	 
	 	 
	 

	 	Date: January 5, 2005