Exhibit
10.35

    


    English Translation of
Chinese Language Agreement

    


    CONFIDENTIAL

    


    Beijing
Feijie Investment Co., Ltd

    (the
“Acquirer”),

     

    Zhuqun
Peng

    (the
“Controlling
Party”)

     

    and

     

    the
Companies and Individual Industrial and Commercial Households Listed in Schedule
1

    (collectively,
the “Transferors”)

     

    
      
        

      

    

     

    Acquisition
Framework Agreement

     

    
      

    

     

    May
5, 2008

    Suzhou,
PRC

    
       

      Confidential
treatment has been requested for portions of this exhibit.  The copy
filed herewith omits the information subject to the confidentiality
request.  Omissions are designated as [*****].  A complete
version of this exhibit has been filed separately with the Securities and
Exchange Commission.

       

    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      CONFIDENTIAL
 

    

    Table
of Contents

     

    
      
        
          
            	
                    Chapter
      1

                  	 	
                    Definitions

                  	 	
                    2

                  
	
                    Chapter
      2

                  	 	
                    Establishment
      of Newco; Asset Transfer and Equity Transfer

                  	 	
                    5

                  
	
                    Chapter
      3

                  	 	
                    Payment
      of Acquisition Consideration

                  	 	
                    5

                  
	
                    Chapter
      4

                  	 	
                    Conditions

                  	 	
                    12

                  
	
                    Chapter
      5

                  	 	
                    Covenants
      and Warranties by the Controlling Party and Transferors

                  	 	
                    15

                  
	
                    Chapter
      6

                  	 	
                    Covenants
      and Warranties by the Acquirer

                  	 	
                    18

                  
	
                    Chapter
      7

                  	 	
                    Assumption
      of Debts of Newco

                  	 	
                    19

                  
	
                    Chapter
      8

                  	 	
                    Limitations
      on the Rights of the Controlling Party

                  	 	
                    19

                  
	
                    Chapter
      9

                  	 	
                    Audits
      and Appraisals

                  	 	
                    21

                  
	
                    Chapter
      10

                  	 	
                    Confidentiality

                  	 	
                    22

                  
	
                    Chapter
      11

                  	 	
                    Notices

                  	 	
                    22

                  
	
                    Chapter
      12

                  	 	
                    Taxes
      and Charges

                  	 	
                    22

                  
	
                    Chapter
      13

                  	 	
                    Force
      Majeure

                  	 	
                    23

                  
	
                    Chapter
      14

                  	 	
                    Breach
      of Contract

                  	 	
                    23

                  
	
                    Chapter
      15

                  	 	
                    Governing
      Law and Settlement of Disputes

                  	 	
                    24

                  
	
                    Chapter
      16

                  	 	
                    Effectiveness

                  	 	
                    24

                  
	
                    Chapter
      17

                  	 	
                    Miscellaneous

                  	 	
                    24

                  


          

        

      

    


    
      
         


      

      
        ii

        
          

        

      

      
         


      

    


    CONFIDENTIAL

    


    THIS
ACQUISITION FRAMEWORK AGREEMENT (this “Agreement”) is entered into by
and among the following parties in Suzhou, Jiangsu Province, the People’s
Republic of China (the “PRC”) on May 5, 2008 (the
“Execution
Date”):

     

    PARTIES:

     

    
      
        	
                Acquirer:

              	
                Beijing
      Feijie Investment Co.,
      Ltd

                (the
      “Acquirer”)

                 

                Legal
      representative: Qixian Kuang

                Title:
      Executive Director

                 

              
	
                Controlling
      Party:

              	
                Zhuqun
      Peng

                (the
      “Controlling
      Party”)

                 

                Identity
      card number:  320626197005208816

                 

              
	
                Transferors:

              	
                The
      companies and individual industrial and commercial households listed in
      Schedule 1

                (collectively,
      the “Transferors”)

                 
    

              


      

    

    Each of the Acquirer, the Controlling
Party and the Transferors is a “Party,” and they are collectively referred to as
the “Parties.”

     

    RECITALS:

     

    
      	
              1.

            	
              WHEREAS,
      the Acquirer is a limited liability company duly organized and validly
      existing under the laws of the PRC;

            


    

     

    
      	
              2.

            	
              WHEREAS,
      the Transferors are limited liability companies and/or individual
      industrial and commercial households duly organized and validly existing
      under the laws of the PRC that are primarily engaged in the business of
      retail sales and after-sales service for mobile
  phones;

            


    

     

    
      	
              3.

            	
              WHEREAS,
      the Controlling Party directly or indirectly controls 100% of the equity
      interests and all of the assets and business operations of each of the
      Transferors;

            


    

     

    
      	
              4.

            	
              WHEREAS,
      the Controlling Party and the Transferors agree that the Transferors shall
      transfer all of the Target Assets (as defined below in provision (25) of
      Article 1) and Target Businesses (as defined below in provision (26) of
      Article 1) held and controlled by the Controlling Party to Newco (as
      defined below in provision (16) of Article 1) in accordance with the
      provisions hereof (the “Asset
      Transfer”);

            


    

     

    
      	
              5.

            	
              WHEREAS,
      the Shareholders of Newco (as defined below in provision (24) of Article
      1) intend to transfer, and the Acquirer intends to acquire, 51% of the
      equity interests in Newco after  the Target Assets and Target
      Businesses have been  transferred to Newco (the “Equity
      Transfer”).

            


    

     

    THEREFORE,
the Parties, based on cooperation and reciprocity, hereby agree to the following
on such issues as the establishment of Newco, the Asset Transfer and the Equity
Transfer, among others.


    
      
         


      

      
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    CONFIDENTIAL


     

    Chapter
1        Definitions

     

    Article
1       
Unless otherwise specified herein, the following terms shall have the
following meanings:

     

    (1)           “Affiliate” refers, with
respect to any person or entity, to: (a) an entity that owns
or controls the equity interests, assets or rights of such person
or entity; (b) an entity of which the equity interests, assets or
rights are owned or controlled by such person or entity; (c) an
entity under common ownership or control with such person or entity; (d)
the directors, supervisors or senior officers of such entity, such person, and
any of their immediate family members; and (e) any other entity
owned or controlled by any of the persons referred to in (d)
above.  As used in the preceding sentence, the term “immediate family
members” includes spouses and the lineal relatives by blood of such person
and spouses.

     

    (2)           “Agreement” means this
Acquisition Framework Agreement dated May 5, 2008 by and among the
Acquirer, the Controlling Party and the Transferors, together with any annexes
or schedules and any supplemental agreements, annexes, or schedules with
respect to any issues absent hereof, as well as any agreements and/or memoranda
entered into from time to time that amend or modify the terms of such documents
and/or any form of amendments, modifications or supplements of such documents
entered into from time to time.

     

    (3)            “Annualized Net Profits” means the annual Net
Profits of Newco (which shall be calculated on a 12-month basis over the
14-month period following the Closing Date).  The Annualized Net
Profits shall be calculated by (x) dividing the Net Profits of Newco for
the preceding 14-month period by the number 14 and (y) multiplying the number
derived from the equation in (x) above by the number 12.  If the
Closing Date occurs on or before the 15th day of a calendar month,
then such month shall be counted in the 14-month term.  If the
Closing Date is after the 15th day of a calendar month, then the
14-month term shall commence the following month.

     

    (4)           “Asset and Business Acquisition
Agreement” means the Asset and Business Acquisition Agreement
entered into by and among Newco and the Transferors providing for the transfer
of the Target Assets and the Target businesses, together with any annexes or
schedules and any supplemental agreements, annexes or schedules with
respect to any issues absent hereof, as well as any agreements and/or memoranda
entered into from time to time that amend or modify the terms of such documents
and/or any form of amendments, modifications or supplements of such
documents entered into from time to time.

     

    (5)           “Acquisition
Consideration” means the aggregate consideration that the Acquirer
shall pay to the Controlling Party and/or the Shareholders of Newco for the
Target Equity.  The Acquisition Consideration will be paid and
adjusted in accordance with the provisions of this Agreement, the Equity
Transfer Agreement (or its supplemental agreement) and the Operation and
Management Agreement.

     

    (6)           “Audit Reference
Date” means (a) September 31, 2008 (i.e., the date by which Newco
shall have completed the transfer of the Target Assets and Target Businesses
pursuant to this Agreement or any other written agreements by relevant parties
and shall have obtained confirmation of such transfers from the Acquirer, the
Controlling Party and/or the Shareholders of Newco); or (b) another
date reasonably agreed to by all of the Parties.

     

    (7)            “Audited Year” initially
means the 14-month period following the Closing Date (the “First Audited Year”), and
subsequently means the 12-month period beginning on the 15th month after the
Closing Date, and ending on the 26th month after the Closing Date (the “Second Audited
Year”).

     

    (8)           “Closing Date” means the
date on which the Acquirer acquires 51% of the equity interests in Newco, i.e.,
the date that Newco adopts new articles of association (which shall,
at the request of the Acquirer, expressly state that the Acquirer holds 51% of
the equity interests in Newco and shall specify, among other things, the new
structure of the board of directors and the rules and procedures for the
governance and operation of the corporation), completes the relevant
registration with the applicable administration for industry and commerce and
obtains written confirmation of registration from the applicable
administration for industry and commerce, or the date that the Controlling Party
and/or other relevant parties execute the closing confirmation
letter.

     

    (9)           “Control” means the
right to manage, receive proceeds from or make decisions on behalf of
an entity, asset or business, whether through shareholding, trust, proxy
holding or voting powers.


    
      
         


      

      
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    CONFIDENTIAL


     

    (10)           “Equity Transfer
Agreement” means the Equity Transfer Agreement entered into by and
among the Acquirer, the Shareholders of Newco and Newco for the transfer of the
Target Equity, together with any annexes or schedules and any
supplemental agreements, annexes, or schedules with respect to any issues absent
hereof, as well as any agreements and/or memoranda entered into from time to
time that amend or modify the terms of such documents, and/or any form of
amendments, modifications or supplements of such documents entered into from
time to time.

     

    (11)           “Fixed Assets” means (1)
all buildings and (2) vehicles and Target Business-related office
equipment, machinery and tools with a useful life of more than two years
and a unit value of more than RMB 2,000.

     

    (12)           “Guaranteed Net Profit
Base” means the Annualized Net Profits that the Controlling Party
guarantees Newco will achieve in the 14-month period after the Closing
Date, or RMB 62,000,000.

     

    (13)           “Low-Value Consumables” means any office
equipment, machinery and tools with a useful life of less than 2 years and a
unit value of less than RMB 2,000.

     

    (14)           “Mobile Phone Distribution
Business” means the wholesale mobile phone business of the
Controlling Party and/or the Transferors (with the term
“wholesale” referring to the purchase of mobile phones for resale
purposes), excluding the consumer mobile phone retail business (with the
term “consumer” referring to both individual and corporate or other group retail
purchasers).

     

    (15)           “Net Profits” means after-tax net
profits, which: (a) shall be accounted for according to Chinese accounting
standards; (b) exclude non-operating income, any other non-recurring
operating income (for the avoidance of doubt, Sales Support Income shall not be
deemed non-operating income and shall be listed and accounted for as income) and
income from the sale of more than 50 mobile phones to the same purchaser within
such Audited Year (which shall be regarded as income from the Mobile Phone
Distribution Business and not income from the Target Businesses hereunder,
unless the Controlling Party provides reasonable evidence to the contrary);
and (c) shall be audited by an auditor that is mutually agreed upon by the
Acquirer and the Controlling Party.  If such parties fail to agree
upon an auditor within five (5) days after the expiration of the most
recent audit period (December 31 or March 31) of the Audited Year, the
Controlling Party shall select, in its sole discretion, one auditor from
the “Big Four” accounting firms (KPMG, PricewaterhouseCoopers, Ernst & Young
and Deloitte Touche Tohmatsu).

     

    (16)            “Newco” means the limited
liability company (and its subsidiary or subsidiaries), the Target Equity of
which shall be acquired by the Acquirer, which the Controlling Party and/or
its Affiliates shall form and registered in Jiangsu Province pursuant to
the provisions of this Agreement for the purpose of holding the Target Assets
and Target Businesses.

     

    (17)            “Operating Profit
Index” means the Net Profits that the Controlling
Party guarantees Newco will achieve during the Operating Profit Index
Lockup Period.  The Annualized Net Profits for the 14-month period
following the Closing Date shall be RMB 62,000,000.  The Net Profits
for the subsequent 12-month period (i.e., the period from the 15th month to the
26th month following the Closing Date) shall be RMB 74,400,000.

     

    (18)           “Operating Profit Index Lockup
Period” means the period during which the Controlling
Party guarantees Newco will achieve the Operating Profit Index, or the
26-month period following the Closing Date.

     

    (19)           “Operation and Management
Agreement” means the Operation and Management Agreement
dated May 5, 2008 by and between the Acquirer and the Controlling
Party, together with any annexes or schedules and any supplemental
agreements, annexes or schedules with respect to any issues absent hereof, as
well as any agreements and/or memoranda entered into from time to time that
amend or modify the terms of such documents and/or any form of amendments,
modifications and/or supplements of such documents entered into from time
to time.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    CONFIDENTIAL


     

    (20)           “Performance Reward” means the
payment that the Acquirer shall make to the Controlling Party in accordance
with this Agreement and the Operation and Management Agreement if Newco
achieves the Operating Profit Index within the Operating Profit Index Lockup
Period.

     

    (21)            “Registered Capital” means
the capital of Newco registered with the applicable administration for
industry and commerce for which a Chinese certified public accountant has issued
a capital verification report.  The registered capital of Newco shall
be RMB 100,000,000, of which the first installment of RMB 30,000,000 shall be
contributed by the Shareholders of Newco upon its formation.

     

    (22)           “Reorganization” means any
change in equity structure or registered capital, including but not limited to
any increase or decrease of the Registered Capital, any company merger, split or
conversion, or any change in the rights corresponding to any of the equity
interests.

     

    (23)            “Sales Support
Income” means fees charged by Newco to suppliers and/or
manufacturers in exchange for providing sales support to such suppliers and/or
manufacturers, including fees for product promotions, store promotions,
rental for light boxes, signage and concessions, sales staff administration,
store anniversary and holiday promotions, and other similar fees.

     

    (24)           “Shareholders of Newco” means all
shareholders of Newco registered with the applicable administration for industry
and commerce prior to the transfer of the Target Equity.

     

    (25)           “Target Assets” means the
assets controlled by the Controlling Party and managed by the Transferors that
shall be transferred to Newco pursuant to this Agreement, including but not
limited to inventories of mobile phones and accessories, fixed assets, working
capital, trademarks/trade names and certain intangible assets.  The scope
of the Target Assets shall be determined by the mutual agreement of
the Acquirer, the Controlling Party and/or the Transferors.

     

    (26)           “Target Businesses” means
the businesses included in the Target Assets and operated by the Transferors
that, following the Closing Date, will be jointly controlled by the Acquirer and
the Controlling Party and operated by Newco in accordance with this
Agreement.  Such businesses include, but are not limited to, mobile
phone retail stores, distribution channels, ventures with telecommunication
operators, marketing and human resources and all rights related
thereto under relevant laws and agreements.  The scope of the Target
Businesses shall be determined by the mutual agreement of the
Acquirer, the Controlling Party and/or the Transferors; provided however, that
the Target Businesses shall not include the Mobile Phone Distribution
Business of the Controlling Party and/or the Transferors.

     

    (27)           “Target Equity” means 51%
of the equity interests in Newco after the Target Assets and Target Businesses
have been transferred to Newco.

     

    (28)           “Transferors” means the
companies and other entities that own and/or operate the Target Assets and
Target Businesses, including all the companies and individual industrial and
commercial households listed in Schedule 1 hereof and any other individuals
or entities that own or control such Target Assets and Target
Businesses.

     

    (29)            “Undisclosed
Liabilities” means any existing or contingent liabilities of Newco
not specifically disclosed to the Acquirer in writing as of the Closing Date,
including, but not limited to, any actual, contingent, mature, immature,
contractual or tort-based liabilities, liabilities arising out of prior
civil litigation or arbitration decisions, and any administrative penalties,
recoveries, forfeitures, or criminal penalties and liabilities.

     

    (30)           For
the purpose of this Agreement, the terms “above,” “more than” and “reached” mean greater than or
equal to the applicable threshold number.

     

    (31)           Unless
specifically noted or otherwise stated, words or terms used in this Agreement
but not defined herein shall have the meanings specified in the Operation and
Management Agreement.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    CONFIDENTIAL


     

    Article
2       
All references to provisions, annexes and schedules are references to the
provisions, annexes and schedules of this Agreement.

     

    Article
3       
The titles in this Agreement are provided for the purpose of facilitating
the understanding of this Agreement only and do not affect the content or
interpretation of any provisions hereof.

     

    Chapter
2        Establishment of Newco; Asset
Transfer and Equity Transfer

     

    Article
4       
From the Execution Date to the Closing Date, unless otherwise agreed
herein, neither the Controlling Party nor the Transferors shall
contact or negotiate with any third party for the transfer or disposal of the
Target Assets, the Target Businesses and/or the Target Equity or, through any
actions and/or omissions, cause the value of the Target Assets to decline or
prevent the Target Businesses from continuing to operate in the manner in which
such Target Businesses were operating as of the Execution Date.

     

    Prior to
the Closing Date, unless otherwise agreed herein, if either the Controlling
Party or the Transferors terminates this Agreement or, through any willful
action or omission, makes it impossible to satisfy the conditions of or to
perform this Agreement, the Controlling Party and/or the Transferors shall,
within 10 days from the earlier of the date on which the Controlling Party
and/or the Transferors propose to terminate this Agreement or make it
impracticable to achieve the specific performance of this Agreement, return to
the Acquirer an amount equal to two times the Deposit paid in accordance with
Section (1) of Article 8.

     

    Prior to
the Closing Date, unless otherwise agreed herein, if the Acquirer terminates
this Agreement or, through any willful action or omission, makes it impossible
to satisfy the conditions of or to perform this Agreement, the Acquirer agrees
that the Controlling Party and/or the Transferor shall not be required to return
the Deposit in accordance with Section (1) of Article 8.

     

    Article
5       
The Controlling Party and/or its Affiliates agree to form Newco
in Jiangsu Province.  According to the terms and conditions of this
Agreement and the Asset and Business Acquisition Agreement, Newco shall acquire
the Target Assets, undertake the Target Businesses and pay the consideration for
such acquisition.  After the conditions specified in Chapter 4 hereof
are satisfied, the Acquirer shall acquire 51% of the equity interests in Newco
and pay the Acquisition Consideration.  At such time, the Acquirer,
the Controlling Party, the Shareholders of Newco and/or Newco shall enter
into an Equity Transfer Agreement in a form satisfactory to the Parties, amend
the articles of association of Newco pursuant to the provisions of the
Operation and Management Agreement and complete the registration of the equity
transfer at the applicable administration for industry and
commerce.

     

    Article
6       
Prior to the Closing Date, the Controlling Party shall be legally
registered at the applicable administration for industry and commerce as the
holder of 49% of the equity interests in Newco and, pursuant to the terms
of this Agreement, shall pledge such equity interests to the Acquirer during the
Operating Profit Index Lockup Period.

     

    Chapter
3        Payment of Acquisition
Consideration

     

    Article
7       
The Acquisition Consideration hereunder shall be calculated as set forth
in the following formula:

     

    Acquisition
Consideration = (A × 10)
× 51%, where:

    


    A =
Guaranteed Net Profit Base (RMB 62,000,000).

    


    Article
8       
The Parties agree that the Acquirer will pay the Acquisition
Consideration in five installments and shall deposit the Acquisition
Consideration in the bank account designated by the Controlling Party and/or the
Shareholders of Newco.


    
      
         


      

      
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    CONFIDENTIAL


     

    (1)           First
Installment.  Within three business days after the Execution Date, the
Acquirer shall prepay an amount equal to RMB 60,000,000.  Of such amount, RMB
30,000,000 shall be solely used as the contribution to the Registered Capital of
Newco and shall be deposited into a bank account jointly held by the
Acquirer and the Controlling Party and retained in such account until the
Closing Date.  The remaining RMB 30,000,000 shall constitute payment of reasonable
expenses incurred in connection with the transfer of the equity
interests in the Transferors, the Target Assets, the Target Businesses and the
establishment of Newco and shall be deposited in a bank account
designated by the Controlling Party.  The Parties further agree
that, regardless of which accounts receive the RMB 60,000,000 deposit, RMB 50,000,000 shall be deemed to be the deposit for
the transactions contemplated by this Agreement (the “Deposit”), and RMB 10,000,000
shall be deemed to be a prepayment for the transactions contemplated by
this Agreement (the “Prepayment”).  The
Deposit and the Prepayment shall be deemed the first installment of the
Acquisition Consideration on or after the Closing Date.

     

    (2)           Second Installment:
Within three business days after the Closing Date, the Acquirer shall make
deposits in the amount of RMB 98,100,000, of which RMB 35,700,000 shall be paid in the form of a
contribution to the Registered Capital of Newco.  The first and second
installments shall together equal 50% of
the Acquisition Consideration.

     

    (3)           Third
Installment.  If the Controlling Party has contributed RMB 34,300,000,
the remaining Registered Capital of Newco, the Acquirer shall make deposits in
the amount of RMB 94,860,000, an amount
equal to 30% of the Acquisition
Consideration, within 30 days after the Closing Date.  The Parties
agree that the contributed Registered Capital may be paid to the Controlling
Party and/or the Transferors within three days after the Closing Date as payment
for the inventory and fixed assets to be purchased, and such amount shall be
paid within 30 days after the Closing Date.

     

    (4)           Fourth
Installment.  If the Annualized Net Profits of Newco reach the
Guaranteed Net Profit Base according to the audit report for the First
Audited Year, then within 10 days after the designated auditor completes its
audit of Newco for the First Audited Year and delivers its audit
report, the Acquirer shall make a deposit in the amount of 10% of the Acquisition Consideration (RMB 31,620,000).  The audit report shall be
delivered no later than 75 days after the expiration of the most recent audit
period (December 31 or March 31) for the First Audited Year.

     

    (5)           Fifth
Installment.  If the Net Profits of Newco reach the Operating Profit
Index as defined herein and in the Operation and Management
Agreement according to the audit report for the Second Audited Year,
then within 10 days after the designated auditor completes its audit of Newco
for the Second Audited Year and delivers its audit report, the Acquirer shall
make a deposit in the amount of 10% of
the Acquisition Consideration (RMB 31,620,000).  The audit report shall be
delivered no later than 75 days after the expiration of the most recent audit
period (December 31 or March 31) for the Second Audited Year.

     

    (6)           The
Controlling Party, the Shareholders of Newco and/or any other party designated
by such parties shall provide written notice to the Acquirer
confirming receipt of such payments on the day any of the above
payments are received.

     

    Article
9       
The Parties agree that the auditor selected by the Parties will
conduct due diligence investigations into the financial conditions of the
Transferors for calendar year 2007 (January 1 to December
31).  The Controlling Party and the Transferors covenant and
warrant that the results of the due diligence investigations will meet the
following criteria:

     

    (1)           Sales
Quantity:
the quantity of mobile phones sold through the retail stores listed in Schedule
3 and/or by the Transferors listed in Schedule 1 will not be lower than
1,400,000.

     

    (2)           Expenses:
the total amount of expenses recorded in the current accounting records
of the Transferors is RMB 122,000,000.  Following the due diligence
investigations, the expenses shall not increase by more than 10%.  For
accounting purposes, “expenses” are defined as: (a) expenses confirmed by the
auditor as operating expenses, administrative expenses, financial expenses and
non-operating expenditures pursuant to applicable Chinese accounting standards;
and (b) payments made by the Transferors in 2007 that were accounted for on
a cash basis rather than on an accrual basis.


    
      
         


      

      
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    CONFIDENTIAL


     

    The
Acquirer shall provide the list of documents/materials required for the due
diligence investigations within 5 days after the Execution Date and shall
request that the auditor issue the due diligence investigation report within 60
days of the date on which the on-site due diligence investigations
commence.

     

    Article
10       
The Parties agree that the auditor is an independent professional
organization and the Parties acknowledge the qualification, capability and
integrity of such auditor.  The Parties further agree to adopt the
financial due diligence report delivered by such auditor, and to make any
relevant adjustments to the payment of the Acquisition Consideration (as
specified in Articles 11 and 12) according to the results of such
report.

     

    Article
11       
The Parties agree that the payment schedule of the Acquisition
Consideration shall be adjusted upon the occurrence of the following
events:

     

    (1)           If
the total expenses shown in the financial due diligence report are more
than RMB 134,000,000 but less than RMB 146,000,000,
the payment of the second through the fifth installments of the
Acquisition Consideration under Article 8 shall be adjusted as
follows:

     

    (a)           Second Installment:
Within three business days after the Closing Date, the Acquirer shall make a
deposit of RMB 66,480,000, of which
RMB 35,700,000 shall be paid in the
form of a contribution to the Registered Capital of Newco.  The first
and second installments shall together equal 40% of the Acquisition
Consideration.

     

    (b)           Third Installment:
If the Controlling Party has contributed RMB 34,300,000 to the Registered
Capital of Newco, then within 30 days after the Closing Date, the Acquirer shall
make a deposit of RMB 79,050,000, an
amount equal to 25% of the Acquisition
Consideration.  The Parties agree that the contributed Registered Capital
may be used to pay the Controlling Party and/or the Transferors after three
days following the Closing Date for the inventory and fixed assets to be
purchased, and such amount shall be paid within 30 days after the Closing
Date.

     

    (c)           Fourth Installment:
If the Annualized Net Profits of Newco reach the Guaranteed Net Profit Base
according to the audit report for the First Audited Year, then within 10 days
after the designated auditor completes its audit of Newco for the First Audited
Year and delivers its audit report, the Acquirer shall make a deposit
of 17.5% of the Acquisition
Consideration (RMB 55,335,000).

     

    (d)           Fifth installment:
If the Net Profits of Newco for such period reaches the Operating Profit Index
as defined herein and in the Operation and Management Agreement according to the
audit report for the Second Audited Year, then within 10 days after the
designated auditor completes its audit of Newco and delivers its audit
report, the Acquirer shall make a deposit of 17.5% of the Acquisition Consideration
(RMB 55,335,000).

     

    (2)           If
the total expenses shown in the financial due diligence report are more
than RMB 146,000,000 but less than RMB 159,000,000,
the payments of the second through the fifth installments of the
Acquisition Consideration under Article 8 shall be adjusted as
follows:

     

    (a)           Second Installment:  Within
three business days after the Closing Date, the Acquirer shall make a deposit
of RMB 50,670,000, of which
RMB 35,700,000 shall be paid in the
form of a contribution to the Registered Capital of Newco.  The first
and second installments shall together equal 35% of the Acquisition Consideration

     

    (b)           Third Installment:  If
the Controlling Party has contributed RMB 34,300,000, the remaining Registered
Capital of Newco, then within 30 days after the Closing Date, the Acquirer shall
make a deposit of RMB 63,240,000, an
amount equal to 20% of the
Acquisition Consideration.  The Parties agree that the contributed
Registered Capital may be paid to the Controlling Party and/or the
Transferors after three days following the Closing Date as payment for
the inventory and fixed assets to be purchased, and such amount shall be paid
within 30 days after the Closing Date.


    
      
         


      

      
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    CONFIDENTIAL


     

    (c)           Fourth Installment:  Within
10 days after the designated auditor completes its audit of Newco for the First
Audited Year and issues its audit report determining that the Annualized Net
Profits of Newco reaches the Guaranteed Net Profit Base, the Acquirer shall make
a deposit of 22.5% of the Acquisition Consideration
(RMB 71,145,000).

     

    (d)           Fifth Installment:  Within
10 days after the designated auditor completes its audit of Newco for the Second
Audited Year and issues its audit report determining that the Net Profits of
Newco for such period reaches the Operating Profit Index as defined herein and
in the Operation and Management Agreement, the Acquirer shall make a deposit
of 22.5% of the Acquisition Consideration
(RMB 71,145,000).

     

    The
deadlines for issuing the audit reports in this Article are the same as those
specified in Article 8.

     

    Article
12       
The Parties agree that, if the auditor’s due diligence report shows that:
(a) the sales volume is lower than 1,400,000 mobile phones or (b) the total
amount of expenses is more than RMB 159,000,000,
then the Parties will, within 30 days after the issuance of the financial due
diligence report, renegotiate and agree upon the method for calculating the
amount and the timeline for payment of the Acquisition
Consideration.  If the Parties fail to enter into a separate written
agreement within 30 days, the Acquirer shall have the right to terminate this
Agreement and the Operation and Management Agreement, and the Controlling Party
and the Transferors covenant to unconditionally, irrevocably and jointly and
severally return to the Acquirer, within 10 days after receipt of written
notice from the Acquirer, the Acquisition Consideration (without interest)
already paid by the Acquirer.  In such event, each Party shall bear
the expenses and expenditures incurred thereby for the execution and performance
of this Agreement.

     

    Article
13       
The Acquirer shall pay each installment of the Acquisition Consideration
pursuant to the provisions in this Agreement and the Operation and
Management Agreement.  If the Acquirer does not make a timely payment
of any installment due to its own fault, the Acquirer shall pay liquidated
damages at the daily rate of 0.05% on the unpaid
amount.

     

    Article
14       
If the Acquirer fails to pay any installment for a period in excess of
twenty days after a due date specified in Article 8 or Article 11
above, the Controlling Party may exercise either of the following
options:

     

    (1)           The
Controlling Party may grant a grace period to the Acquirer with respect to the
payment term (such grace period shall be determined by the Controlling Party in
its sole discretion and, unless the Controlling Party otherwise expressly
provides, will expire at 5:00 pm on the 30th day after the date the grace period
is granted through written confirmation or according to this Article
14).

     

    (2)           The
Controlling Party may sign a written notice of termination of this Agreement and
the equity transfer and deliver such notice to the Acquirer.  This
Agreement shall be terminated upon delivery of such notice.

     

    The
foregoing options must be exercised by the Controlling Party in its sole
discretion no later than 5:00 pm on the 20th day after the date the Acquirer’s
applicable installment is due, and such options may be exercised repeatedly by
the Controlling Party upon the occurrence of a payment default.  If
the Controlling Party fails to exercise such options within the specified
period, the Controlling Party will be deemed to have granted a grace
period.

     

    If the
Controlling Party exercises its option of granting the Acquirer a grace period,
the Acquirer remains obligated to pay the liquidated damages specified in
Article 13.


    
      
         


      

      
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    CONFIDENTIAL


     

    If the
Controlling Party exercises its option of terminating this Agreement, the
Acquirer shall immediately execute all necessary documents and take all
necessary actions to effect the termination (including but not limited to the
filing the application for changing Newco’s registration with the applicable
administration for industry and commerce), and return the Target Equity to the
Controlling Party or any third party designated by the Controlling
Party.  Within three days after the satisfaction of the obligations
mentioned in the preceding sentence, the Controlling Party and/or the
Shareholders of Newco shall, after deduction of (a) the Deposit according to
Section (1) of Article 8 hereof and (b) liquidated damages for any delayed
payments pursuant to Article 13 hereof, refund to the Acquirer in a lump sum,
without interest, the Acquisition Consideration paid up to such
date.  If the actual loss incurred by the Controlling Party and/or the
Transferors is in excess of the Deposit, the Acquirer shall compensate the
Controlling Party and/or the Transferors, as applicable, for such excess
amount.

     

    Article
15       
The Parties agree that the Acquisition Consideration shall be
adjusted upon the occurrence of the following circumstances:

     

    (1)           If
 Newco has not recovered the full amount of its outstanding accounts
receivable as set forth in the audit report (other than the security
deposit, deposit, performance bond and any other similar payment paid to
suppliers, manufacturers, and operators and lessors of retailing stores by Newco
in its ordinary course of business) within 90 days after the Closing Date, the
Controlling Party, the Transferors and/or the Shareholders of Newco shall
jointly and severally pay such amount within 10 days following the receipt of
written notice from the Acquirer.  If the Controlling Party, the
Transferors and/or the Shareholders of Newco fail to pay such amount within the
specified time, the Acquirer may, in its sole discretion, deduct such amount
directly from any Acquisition Consideration and/or the Performance Award
deposits (if applicable, as set forth in Chapter III of the Operation and
Management Agreement).  In exchange, the Acquirer may transfer the
right to receive payment for such unpaid accounts receivable to the Controlling
Party, the Transferors and/or the Shareholders of Newco upon the request of the
Controlling Party, or the Acquirer may replace the amount deducted
from the Acquisition Consideration within three days after Newco actually
receives such accounts receivable.

     

    (2)           If,
within 90 days after the Closing Date, the Acquirer determines
that Newco has incurred any Undisclosed Liabilities not previously
disclosed in the audit report, the Controlling Party, the Transferors and/or the
Shareholders of Newco shall jointly and severally fully pay the amount of such
liabilities within 10 days after the receipt of written notice from the
Acquirer.  If the Controlling Party, the Transferors and/or the
Shareholders of Newco fail to pay such liabilities within the time specified,
the Acquirer may, in its sole discretion, deduct such amount directly from any
Acquisition Consideration (if applicable, as set forth in Chapter III of the
Operation and Management Agreement).  In return, the right of defense
against such Undisclosed Liabilities, the set-off rights against
the Undisclosed Liabilities and Newco’s statutory rights pursuant to such
liabilities may be transferred to the Controlling Party, the Transferors and/or
the Shareholders of Newco upon the request of the Controlling Party, or the
Acquirer may replace the amount deducted from the Acquisition Consideration
within three days after the parties to which the Undisclosed Liabilities were
apparently owed confirm that the Acquirer need not assume such Undisclosed
Liabilities in accordance with applicable law.

     

    (3)           The
Acquirer shall conduct internal audits of Newco before June 30, 2009 upon the
request of the Controlling Party and/or Newco.  The internal audits
shall be completed within 30 days after the Controlling Party submits such
request.  If the Annualized Net Profits of Newco are reasonably
expected to be higher than the Guaranteed Net Profit Base according to the audit
results, the Controlling Party may request and the Acquirer shall agree to
increase the Guaranteed Net Profit Base.  Within three business days
from the day the Acquirer and the Controlling Party have confirmed such
increased amount in writing, the Acquirer shall pay the following increased
amount of the Acquisition Consideration in a lump sum:

     

    Increased
amount =A × 10 × 51% ×
C – B, where:

     

    A =
Guaranteed Net Profit Base after such increase;

     

    B =
Acquisition Consideration paid by the Acquirer as of such date; and

     

    C =
Percentage of total payment as calculated on the basis of the first, second and
third installments specified in Articles 8 and  Article
11.


    
      
         


      

      
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    CONFIDENTIAL


     

    The
remaining portion of the increased amount of the Acquisition Consideration shall
be paid in full according to applicable provisions of this Agreement and the
Operation and Management Agreement after the issuance of each audit
report.

     

    If the
Guaranteed Net Profit Base is increased according to this Article 15, the
Operating Profit Index of Newco in the Second Audited Year shall be increased
20% accordingly, as set forth in the
following calculation:

     

    Operating Profit Index of the Second Audited Year = Guaranteed Net
Profit Base after such increase × 120%.

     

    Any
reduction in the amount of the Acquisition Consideration to be paid, any
increased percentage of equity to be transferred by the Controlling Party, or
the Performance Reward to be paid to the Controlling Party specified in this
Agreement and the Operation and Management Agreement shall be calculated based
on the increased Operating Profit Index.

     

    (4)           If
the Net Profits of Newco in any Audited Year during the Operating Profit
Index Lockup Period fail to reach the guaranteed Operating Profit Index
guaranteed by the Controlling Party, the Acquirer may reduce the amount of
Acquisition Consideration payable or increase the percentage of equity to be
transferred by the Controlling Party to the Acquirer pursuant to the
provisions of this Agreement and the Operation and Management
Agreement:

     

    (a)           The
formula for reducing the Acquisition Consideration is as follows:

     

    Reduced
Acquisition Consideration = MAX (A1, A2) × 10
× 51%, where:

     

    A =
Difference between the actual Net Profits and Operating Profit Index for the
applicable Audited Year = B-C; A1 = First Audited Year; A2 = Second Audited
Year;

     

    B =
Operating Profit Index of Newco in the applicable Audited Year within the
Operating Profit Index Lockup Period; and

     

    C =
Actual Net Profits of Newco in the applicable Audited Year within the Operating
Profit Index Lockup Period.

     

    (b)           The
Controlling Party agrees, based on the amount by which the Acquisition
Consideration is reduced, to transfer part or all of its equity interests, in
addition to the Target Equity, to the Acquirer.  The formula for
increasing the percentage of equity to be transferred by the Controlling Party
to the Acquirer as follows:

     

    Additional
Equity to Be Transferred (%) = MAX (A1, A2) × 51% / C, where:

     

    A =
Difference between the actual Net Profits and Operating Profit Index for the
applicable Audited Year = B-C; A1 = First Audited Year; A2 = Second Audited
Year;

     

    B =
Operating Profit Index of Newco in the applicable Audited Year within the
Operating Profit Index Lockup Period; and

     

    C =
Actual Net Profits of Newco in the applicable Audited Year within the Operating
Profit Index Lockup Period.

     

    Such
adjustments shall be calculated once a year.  If the amount by which
Newco fails to achieve the guaranteed Operating Profit Index for the First
Audited Year is higher than the amount by which Newco fails to achieve it for
the Second Audited Year, the Acquisition Consideration will not be reduced for
the Second Audited Year.  If the amount by which Newco fails to
achieve the Guaranteed Operating Profit Index settled for the First Audited Year
is lower than the amount by which Newco fails to achieve it for the Second
Audited Year, the higher amount will be used to calculate the adjustment for the
Second Audited Year and the difference will be included in the decreased
Acquisition Consideration or the increased equity to be
transferred.


    
      
         


      

      
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    CONFIDENTIAL


     

    The
Acquirer agrees that the Controlling Party may, in its sole discretion, choose
either to reduce the amount of Acquisition Consideration or to increase the
percentage of equity interests transferred.  Details of the method to
be used for the adjustment are set forth in the Operation and Management
Agreement.

     

    If the
Net Profits of Newco for any Audited Year within the Operating Profit Index
Lockup Period fail to reach the Operating Profit Index guaranteed by the
Controlling Party, the Acquisition Consideration payable by the Acquirer shall
be adjusted accordingly and the Controlling Party shall not be subjected to any
liability.

     

    Additional
provisions regarding the adjustment of the Performance Reward, the Acquisition
Consideration or the equity interests of the Controlling Party to be transferred
are set forth in Chapter III of the Operation and Management
Agreement.

     

    Article
16       
The Transferors and the Controlling Party covenant and warrant that the
“net assets” of Newco on the Audit Reference Date will be no less than RMB
100,000,000.

     

    For
purposes of this Article 16, “net assets” shall include the value of the
inventory of mobile phones and accessories, the value of Fixed Assets, cash,
accounts receivable generated in the ordinary course of business, and prepaid
ordinary operation expenses, and shall exclude the acquisition consideration
payable to the Controlling Party and/or the Transferors for the Target Assets
and/or the Target Businesses and all other liabilities of Newco (including, but
not limited to, accounts payable, salaries payable, welfare funds payable, taxes
payable and any other payables, other accounts receivable and accrued
expenses).

     

    The value
of the inventories and the fixed assets shall be determined by the audit report
and the appraisal report issued on the Audit Reference Date by the auditor and
appraisal institution agreed to by the Parties.  If the auditor and
appraisal institution cannot obtain adequate accounting information to confirm
the value of an asset, the Parties agree that the value will be determined by
the following means:  (a) through valuation of the item at fair market
value; (b) as determined by the Parties through negotiation; or (c) to the
extent that the Parties fail to agree on the value of any item and the
Transferors cannot provide reasonable and satisfactory explanations as to or
proof of value to the Acquirer, the Acquirer may refuse to include such assets
in Newco.

     

    Article
17       
The Parties agree that the Controlling Party and/or the Transferors and
Newco will enter into an Asset and Business Acquisition Agreement with respect
to the transfer of the Target Assets and the Target Businesses within 10 days
after the establishment of Newco or within 45 days after the Execution Date,
whichever is later.  Such Asset and Business Acquisition Agreement
shall include, among other things:

     

    (1)           The
specifications of the Target Assets and the Target Businesses, confirmed in
writing by the Acquirer, the Controlling Party and/or the
Transferors;

     

    (2)           The
book value of the Target Assets (with the final transfer price to be adjusted in
accordance with the audit report and the appraisal report);

     

    (3)           Confirmation
by the parties thereto that Newco shall transfer the payment price for the
inventory and the Fixed Assets three days after the Closing Date and
shall complete such payment within 30 days after the Closing Date.  If
the transfer of the Fixed Assets is subject to the approval of
applicable government authorities, the payment for such fixed assets shall
be made after Newco has obtained the relevant title certification
documents;

     

    (4)           The
specific terms of the closing of the Target Assets and the Target Businesses
shall include the provisions of Sections (3) and (4) of this Article 17;
and


    
      
         


      

      
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    CONFIDENTIAL


     

    (5)           The
aggregate amount of the purchase price of the Target Assets shall be no
more than RMB 100,000,000.

     

    Article
18       
The Controlling Party and/or the Transferors agree to transfer to Newco
the purchased Low-Value Consumables (other than the items specified in Article
19) for the purpose of continuing the development of the Target Businesses
and the prepaid ordinary operation expenses (including but not limited to the
prepaid human resource expenses, lease expenses and promotional
expenses).  The Acquisition Consideration includes all of the
reasonable compensation and fees to be paid to the Controlling Party and/or the
Transferors.

     

    Article
19       
Because the retail mobile phone display counters have already been
purchased by the Controlling Party and/or the Transferors and can be
used by Newco for more than two years following the Closing Date, the
Acquirer agree to treat the display counters purchased later than January 1,
2006 as Fixed Assets to which provisions of Fixed Assets under this Agreement
shall apply.

     

    Chapter
4        Conditions

     

    Article
20       
Unless waived by the Acquirer in writing, the performance of the
obligation to pay the second installment through the fifth installment under
Article 8 and Article 11 hereof shall be subject to the satisfaction of all of
the following conditions:

     

    (1)           Newco shall
be legally formed, registered and in good standing and the first installment of
Registered Capital in the amount of RMB 30,000,000 shall have
been contributed in full.  The equity interests
in Newco shall not be subject to any guaranty, mortgage, pledge,
option right, acquisition right, preemptive right, option, custody, trust, lien
or any other right in any other form.

     

    (2)           The
Target Assets shall have been legally transferred to Newco pursuant
to written agreements.  Such transfers shall include but are not
limited to:

     

    (a)           Delivery
of inventories:  Inventories of mobile phones and accessories shall
have been sold to Newco, and the commercial invoices of such mobile phones and
accessories shall have been issued to or the suppliers and/or manufacturers
shall have been caused to issue such commercial invoices to
Newco.  The price for such inventories shall be determined by the
audit report on the Audit Reference Date.

     

    (b)           Delivery
of fixed assets:  The Agreement for the transfer of Fixed Assets shall
have been executed and such assets shall have been physically transferred to
Newco.  For asset classes that must be registered prior to transfer,
including real property, transportation vehicles and other fixed
assets, all of the transfer application documents shall have been
submitted to the applicable government agency and the written
certifications or acknowledgements of receipt for the registration of the
transfer of fixed assets shall be provided to the Acquirer.  The
transfer price for the fixed assets shall be determined by the audit report and
appraisal report.

     

    (c)           Delivery
of intangible assets:  Ownership interests in and/or application
rights to all of the intangible assets, if any (including the patents,
copyrights, know-how and domain names listed in Schedule 2 hereof) shall have
been transferred to Newco pursuant to written agreements, all of the
transfer application documents shall have been submitted to the applicable
government agency (with Newco as the transferee) in compliance with
such government agency’s requirements, and all of the acceptance or
approval notifications with respect to such applications issued by the
applicable government agency shall have been submitted to the Acquirer.
 Prior to transferring ownership interests in these intangible
assets to Newco, the owners of such intangible assets shall sign contracts with
Newco to license the intangible assets owned by such owners to Newco for use by
Newco.  If required by law, the licensing contracts shall be submitted
to the applicable government agency for filing and the Acquirer shall
receive all acceptance or approval notifications with respect to such filings
issued by the applicable government agency.

     

    For the
ownerships of the “Guanzhilin” trademarks, the Parties agree as
follows:


    
      
         


      

      
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    CONFIDENTIAL


     

    
      	
               
      

            	
              i)

            	
              The
      ownership interests in and/or the application rights to the trademarks,
      including, but not limited to, the “Guanzhilin” trademarks in words or
      graphics under Classification Nos. 9, 35 and 37 of the International
      Classification of Goods and Services for the Purpose of the Registration
      of Trademarks of the Nice Agreement, which are or may be involved in the
      Target Businesses (including, among other industry areas, mobile phone
      retail sales, after-sale services and mobile telecommunication agency
      services), will be transferred to the Controlling Party and Newco to be
      held jointly thereby;

            


    

     

    
      	
               
      

            	
              ii)

            	
              Other
      “Guanzhilin” trademarks not included in clause (i) above will not be
      transferred to Newco to be held separately and jointly with the
      Controlling Party if such trademarks are already registered by the
      Controlling Party and/or the Transferors and the Controlling Party and/or
      the Transferors have preemptive rights to register such trademarks should
      they not be registered by the Controlling Party and/or the
      Transferors.  However, if the Controlling Party and/or the
      Transferors fail to submit the registration application documents to the
      trademark registration agency within 180 days after the Execution Date,
      the Acquirer shall have the right to request that Newco submit the
      applicable application documents as the applicant and the Controlling
      Party and/or the Transferors shall not object to such
    request;

            


    

     

    
      	
               
      

            	
              iii)

            	
              Within
      the non-competition regions of Jiangsu Province, Shandong Province and
      Shanxi Province, as set forth in Articles 25 and 27, only Newco has the
      right to use the “Guanzhilin” trademarks set forth in clause (i)
      above;

            


    

     

    
      	
               
      

            	
              iv)

            	
              Outside
      of the non-competition regions of Jiangsu Province, Shandong Province and
      Shanxi Province as set forth in Articles 25 and 27, the Controlling Party
      may use or may authorize any third party to use the “Guanzhilin”
      trademarks set forth in clause (i) above without the prior consent of
      Newco, but shall notify all the directors of Newco in writing within 30
      days after any such use or authorized use.  Newco shall obtain
      the prior written consent from the Controlling Party when using or
      authorizing any third party to use such “Guanzhilin”
      trademarks.  The Parties agree that the Acquirer has the
      preemptive right to purchase, under the same terms, mobile phone retail
      stores established outside of the non-competition regions by the
      Controlling Party or any authorized third party using the trademarks of
      “Guanzhilin.”

            


    

     

    
      	
               
      

            	
              v)

            	
              If
      the Controlling Party exercises its equity reduction right under Articles
      33 and 35 and if the Acquirer holds more than 67% of the equity interests
      in Newco, the ownership interests in the “Guanzhilin” trademarks under
      this Article shall be separately negotiated and determined by the
      Controlling Party and the Acquirer.

            


    

     

    
      	
               
      

            	
              The
      Acquirer and/or Newco shall not be required to pay any consideration in
      connection with any agreements relating to the intangible assets transfer
      and/or licensing agreements because the consideration for the transfer of
      intangible assets and the consideration for the licensed use of such
      intangible assets are included in the Acquisition
      Consideration.

            


    

     

    
      	
               
      

            	
              Outside
      of the non-competition regions of Jiangsu Province, Shandong Province and
      Shanxi Province as set forth in Articles 25 and 27, if the Controlling
      Party uses or authorizes any third party to use the “Guanzhilin”
      trademarks to operate mobile phone retail and/or after-sales service
      businesses, the Acquirer agrees that Newco may legally license the
      software listed in Schedule 2 to such third party for use free of
      charge.

            


    

     

    
      	
               
      

            	
              Newco
      and the Transferors shall have entered into an agreement for the transfer
      of the above Target Assets.

            


    

     

    (3)           The
Target Businesses shall have been legally transferred to Newco pursuant to
written agreements, as follows.


    
      
         


      

      
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    CONFIDENTIAL


     

    (a)           Delivery
of retail stores:  The Controlling Party and/or the Transferors shall
use their best efforts to ensure that the lease agreements of all retail stores
(as set forth in Schedule 3) have been amended so that Newco is named
as the tenant thereunder (including by means of an assignment of the
leases) and so that the terms of the leases shall expire no earlier than March
31, 2011.  The Acquirer understands that some circumstances may make
it commercially impracticable to meet all of the preceding requirements.
 However, the Controlling Party and/or the Transferors covenant that leases
for at least 40 retail stores and any retail stores whose total sales quantity
for the 2007 calendar year exceeds 1,200,000 mobile phones (based on the
financial due diligence report) will meet the above requirements.

     

    (b)           Delivery
of distribution channel resources:  All of the agreements and
documents (including sales agreements and after-sales agreements) for brand-name
mobile phones (e.g. Nokia, Motorola, Samsung and Sony Ericsson, among
others) shall have been modified to identify Newco as a party to such
agreements and documents (unless (i) the Transferors have not signed any written
agreements with suppliers and/or manufacturers and such suppliers and/or
manufacturers do not agree to execute such written agreements; or (ii) a change
of business and/or sales model of such suppliers and/or manufacturers prevents
the relevant agreements from being amended).  The Transferors shall
use their best efforts to ensure such suppliers and/or manufacturers enter into
supplemental or new sales agreements or after-sales agreements.  Without
the prior written consent by the Acquirer, the Transferors shall not sign any
such agreements with suppliers and/or manufacturers.  If the
Transferors are also concurrently engaged in the Mobile Phone Distribution
Business, the Transferors must cause Newco to sign mobile phone sales
agreements with suppliers and/or manufacturers and the Transferors shall not
resell mobile phones to Newco.  However, this limitation does not
apply to the mobile phone retail and/or after-sales service businesses of the
Controlling Party and/or the Transferors in Shanghai.

     

    (c)           Delivery
of operator resources:  The telecommunication service agent agreements
with regional operators shall have been amended to identify Newco as a
party to the agreements.  The Acquirer acknowledges that
certain circumstances may make it commercially impracticable to enter into
amendments with respect to all of the telecommunication services agent
agreements, but the Controlling Party and/or the Transferors covenant that at
least half of the above-mentioned regional operators will have signed amendments
identifying Newco as a party to the agreements.

     

    (d)           Delivery
of market resources:  At lease half of the product promotion, sales
support, store promotion, light box/signage/concession counter rental and sales
person administration agreements and any other agreements involving
administration of the Target Businesses (if any) shall have been amended to
identify Newco as a party to the agreements.

     

    (e)           Delivery
of human resources:  Newco and the Acquirer shall have confirmed the
employees to be retained (the “Retained Employees”) by
Newco.  The Retained Employees and Newco shall have signed new
employment contracts.

     

    (f)           Newco
and the Transferors and other relevant parties shall have signed the necessary
agreements and documents to transfer the above Target
Businesses.

     

    (4)           The
auditor jointly designated by the Parties shall have issued an audit report
for the financial conditions of Newco on the Audit Reference Date in accordance
with this Agreement.

     

    (5)           The
law firm jointly selected by the Parties shall have issued a legal opinion
regarding the following issues: the legal formation and effective existence of
Newco; the deposit of the first installment of RMB
30,000,000 of Registered Capital; and the execution and enforceability
of the agreements providing for the transfer of the Target Assets and the Target
Businesses to Newco.

     

    (6)           After
the conditions specified in Sections (1) through (5) of this Article are
satisfied, the Acquirer, the Controlling Party, the Shareholders of Newco and/or
Newco shall have signed an Equity Transfer Agreement and the articles of
association of Newco (reflecting the terms of Newco’s organizational
structure, management and operation set forth in the Operation and
Management Agreement) shall have been submitted to the applicable administration
for industry and commerce for filing.  In addition,
the applicable administration for industry and commerce shall have approved
the transfer of 51% of the equity interests in Newco to the
Acquirer.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    CONFIDENTIAL


     

    Article
21       
The Controlling Party and/or the Transferors shall exercise their best
efforts to perform their obligations under Article 20 and to cause or
facilitate the satisfaction of all the conditions specified in Sections (1)
through (3) of Article 20 by September 31, 2008, unless otherwise specified
herein.

     

    Article
22       
The Acquirer shall exercise its best efforts to cooperate with the
Controlling Party, the Transferors and/or Newco to satisfy all of
the preceding conditions and to facilitate the satisfaction of the
conditions specified in provisions (4) and (5) of Article 20 within 30 days
after the satisfaction of the conditions specified in provisions (1) through (3)
of Article 20.

     

    Article
23       
If any of the conditions specified in Sections (1) through (3) of Article
20 are not satisfied within 180 days after the Acquirer has paid the first
installment of the Acquisition Consideration or such extended period unanimously
agreed to by the Parties, the Acquirer shall have the right to terminate this
Agreement and the Operation and Management Agreement.  In such case,
the Controlling Party and the Transferors shall unconditionally, irrevocably and
jointly and severally return the first installment (including the Deposit,
without interest) to the Acquirer within 10 days after receipt from the Acquirer
of written notice to such effect.  If the Acquirer presents reasonable
evidence of willful acts or omissions by the Controlling Party or the
Transferors that make it commercially impracticable to achieve such conditions
by the specified time, the Controlling Party and the Transferors shall return to
the Acquirer an amount equal to two times the Deposit.

     

    Chapter
5        Covenants and Warranties by
the Controlling Party and Transferors

     

    Article
24       
The Controlling Party and Transferors hereby jointly and severally
covenant and warrant to the Acquirer as follows (such covenants and warranties
to be true as of the Execution Date and the Closing Date unless
otherwise specified in this Article 24):

     

    (1)           All
the information and documents (regarding the Target Assets, the Target
Businesses, the Transferors and Newco) provided by the Controlling Party
and the Transferors to the Acquirer in the course of due diligence
investigations, discussions and negotiations for the purpose of executing
this Agreement are true, complete and accurate and contain no
misrepresentations, omissions or information that has become materially
misleading since its disclosure.

     

    (2)           The
Controlling Party is the sole beneficial owner of the Target Assets and the
Transferors hold the legal title to the Target Assets and the Target
Businesses.  Together, the Controlling Party and the Transferors
hold all necessary power and authority to execute and perform their
obligations under this Agreement and to transfer all of the Target Assets
and the Target Businesses to Newco by the Closing Date pursuant to this
Agreement.

     

    (3)           The execution,
delivery and performance of this Agreement by the Controlling Party and the
Transferors will not result in a violation of their respective articles of
association, any laws, regulations or any judicial or administrative orders,
awards or judgments binding thereon or any agreements or covenants involving a
third party.  In addition, such execution, delivery and performance
will not result in claims brought against the Controlling Party, the
Transferors, the Acquirer or Newco, whether separately or
jointly, stating that this agreement is void or is in violation of the
rights of the claimant and claiming damages, payments of liquidated damages or
any rights in the Target Assets and the Target Businesses.

     

    (4)           Unless
otherwise specified herein, the Controlling Party and the Transferors shall
irrevocably be jointly and severally responsible for their obligations,
responsibilities and/or liabilities under this Agreement.

     

    Article
25       
In connection with the delivery of the Target Assets and the Target
Businesses and the formation, maintenance and operation of Newco, the
Controlling Party and the Transferors jointly and severally make the following
covenants and warranties to the Acquirer:


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    CONFIDENTIAL


     

    (1)           By
the Closing Date, Newco is legally and effectively registered and shall
have obtained all of the licenses, permits, approvals, authorizations,
exemptions, consents and registrations necessary to legally and effectively
operate the Target Businesses in their existing places of business.

     

    (2)           The
Registered Capital of Newco shall have been contributed in full and shall
not have been withdrawn or used for any purposes other than for operating Newco
in accordance with the terms of this Agreement.

     

    (3)           During
the Operating Profit Index Lockup Period, Newco shall remain in continuous legal
existence and maintain compliance with all applicable laws and regulations
(including by avoiding acts or omissions that
could jeopardize the continuous legal existence of
Newco).

     

    (4)           Delivery
of the Target Assets and the Target Businesses:

     

    (a)           None
of the Target Assets shall be subject to, affected or limited by any ownership
disputes, mortgages, pledges or liens or any encumbrances, limitations
of rights or any other liabilities in any form, or agreements for
or promises that would permit or facilitate any of the above.

     

    (b)           The
agreements setting forth the Target Assets and the Target Businesses to be
delivered to Newco shall be confirmed by the Acquirer.  No Target
Assets or Target Businesses that have not been confirmed by the Acquirer
will be delivered to Newco.

     

    (c)           The
inventory to be delivered shall be authentic and meet
applicable industry sales standards.

     

    (d)           The
Controlling Party and the Transferors shall use their best efforts to ensure
that the leasing agreements of all retail stores have been amended so that
Newco is named as the tenant thereunder (including by means of a
legal assignment to Newco of the leases) and so that the terms of the
leases shall expire no earlier than March 31, 2011.  If, for any
reason, any of the above amendments are not completed, the Controlling
Party and the Transferors covenant that (i) more than 90% (whether calculated by
the number of stores or by sales volume) of the retail store leases may be
deemed to be executed under the name of Newco, whether through its affiliation
or cooperation with the Controlling Party and/or the Transferors or otherwise,
on the same lease terms set forth under the original agreements; (ii) such
retail stores can continuously operate in the ordinary course under the
“Guanzhilin” trade name and their financial statements may be
consolidated with those of Newco; and (iii) once such barriers to amendment
are addressed, the Controlling Party and the Transferors will amend and
re-execute the leases as soon as practicable under the name of
Newco.  Any dispute, arbitration or litigation with respect to the
retail stores operated under the provisions of this Section before March 31,
2011 shall be resolved by the Controlling Party and/or the
Transferors.

     

    (e)           The
Controlling Party and the Transferors shall make arrangements for all
employees that the Acquirer decides not to employ.  The Controlling Party
and/or the Transferors shall be responsible for resolving all labor disputes and
any settlements, arbitrations or actions resulting therefrom and the above
dispute shall not become the responsibility or liability of the Acquirer or
Newco.

     

    (f)           If
the audited value of the “net assets” (for which the calculation
method is set forth above in Article 16) of Newco on the Audit Reference Date is
less than RMB 100,000,000, the Controlling Party and the Shareholders of
Newco shall pay the Acquirer the amount of any deficiency prior to the
Closing Date.

     

    (g)           Within
90 days after the Closing Date, if the Acquirer discovers any discrepancy
(including but not limited to the asset quantity or value) between the assets
listed in the audit report and the assets actually held by Newco on the Audit
Reference Date, the Controlling Party, the Shareholders of Newco and/or the
Transferors shall furnish the amount of any deficiency within 10 days
after receipt of written notice from the Acquirer.


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    CONFIDENTIAL


     

    (5)           Financial
and tax issues:

     

    (a)           The
books, accounts and other financial records of Newco shall be kept
according to Chinese accounting standards.  The financial results from
the formation date of Newco to the Closing Date shall be truly and fairly
audited.

     

    (b)           All
disputes, litigation, administrative actions, investigations, sanctions or
orders resulting from any taxation issues (including but not limited to tax
declarations, execution of tax policies, tax preferences or tax payments) on the
part of the Controlling Party, the Shareholders of Newco, Newco and/or the
Transferors that cause losses to Newco prior to the Closing Date shall be
settled by the Controlling Party and/or the Transferors and shall not become the
responsibility or liability of the Acquirer or Newco.

     

    (6)           Labor
relations:

     

    (a)           All
overdue salaries, reconciliation fees, compensation, litigation fees,
monetary settlements or other expenses resulting from any labor
disputes between or among Newco and/or the Transferors and their respective
employees prior to the Closing Date shall be settled by the Controlling
Party and/or the Transferors and shall not become the responsibility or
liability of the Acquirer or Newco.

     

    (b)           All
compensation in connection with the termination of the employment relationships
of the Retained Employees with the Transferors shall be borne by the Controlling
Party and/or the Transferors and shall not become the responsibility or
liability of the Acquirer or Newco.  The length of service with Newco
of the Retained Employees shall be re-calculated.  If the Retained
Employees terminate their employment with Newco after the Closing Date, Newco
shall be responsible for the monetary compensation in proportion to the term of
service of such employees.

     

    (7)           Social
insurance:  Newco shall procure social insurance for its employees in
accordance with applicable Chinese laws.  All losses sustained by
Newco as a result of Newco and/or the Transferors failing to pay all or any
portion of employee social insurance premiums, social benefit funds or
social welfare fees, or any fines or sanctions imposed by the applicable
government labor agency prior to the Closing Date shall be paid by the
Controlling Party and/or the Transferors rather than by the Acquirer.  If
any actual losses are incurred by Newco as a result of any such failure(s),
the Controlling Party and the Transferors shall unconditionally, jointly
and severally, compensate Newco for such amount in full within 10
days.

     

    (8)           Businesses:
The Target Businesses will continue to be operated in the ordinary course of
business and their operations will not be altered or interrupted.

     

    (9)           Claims
and liabilities:

     

    (a)           As
of the Closing Date, Newco does not have any outstanding loans, debts
or other liabilities due to any banks, companies or other
persons, except for those incurred in the ordinary course of
business.

     

    (b)           As
of the Closing Date, Newco has not provided any guarantees in any form to
any persons or entities.

     

    (c)           As
of the Closing Date, except for prepaid, ordinary course office expenses in a
reasonable amount (in amounts not greater than RMB 10,000 individually and
RMB 500,000 in the aggregate), Newco has not loaned any funds to any
persons or entities.

     

    (10)           As
of the Closing Date, Newco will not have been involved in or subject
to (and Newco covenants not to be involved in or subject to any of the following
in the future) any administrative investigations, sanctions, material
litigation, arbitrations or disputes, and there will not be any outstanding
judgments, awards, fines or court orders against Newco.  As of the
Closing Date, Newco will not have committed (and Newco covenants not
to commit any of the following in the future) any actions which may lead to
administrative sanctions, criminal violations or breaches of any contractual or
legal obligations.


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    CONFIDENTIAL


     

    (11)           Without
the prior written consent of the Acquirer, the Controlling Party and the
Transferors shall not dispose of their equity interests in Newco and
shall not impose any limitations on such equity interests, including, but not
limited to, transfers of such equity interests (except transfers to the
Acquirer or any other party designated thereby), pledges, mortgages, option
rights, acquisition rights, preemptive rights, custody, trust, lien or any other
rights in any form.

     

    (12)           Non-competition:  The
Controlling Party, the Transferors and their Affiliates shall not, directly or
indirectly, engage in any activities that constitute or may constitute
competition against Newco, or any activities that deprive, impair or infringe
upon or may deprive, impair or infringe upon the business interests or business
opportunities of Newco, or gain from or own any interest in such activities.
 The Controlling Party and the Transferors agree they will compensate Newco
and the Acquirer for all losses sustained as a result of the Controlling
Party’s and the Transferors’ breach of any such non-competition
obligations.  The Controlling Party and the Transferors also covenant
that if the Controlling Party, the Transferors or their Affiliates engage in any
mobile phone retail activities (without the written consent of the Acquirer) in
any form in any city where Newco has already established retail stores, the
Controlling Party and the Transferors shall pay to the Acquirer liquidated
damages in the amount of RMB 500,000 for each store.  Any form of
competition engaged in by any of the Affiliates of the Controlling Party and/or
the Transferors will be regarded as a breach by the Controlling Party and/or the
Transferors of this Article, and the Controlling Party and the Transferors shall
be jointly and severally liable for such breach.  The Parties
agree that the non-competition regions specified herein for the Controlling
Party and the Transferors are Jiangsu Province, Shandong Province and Shanxi
Province.

     

    Article
26       
The Controlling Party and the Transferors shall use their best efforts
to assist in the execution, approval, registration, modification and filing
requirements necessary for the performance of this Agreement.

     

    Chapter
6        Covenants and Warranties by the
Acquirer

     

    Article
27       
The Acquirer hereby covenants and warrants to the Controlling Party and
the Transferors as follows:

     

    (a)           The
Acquirer is a limited liability company duly organized and validly existing
under the laws of the PRC and has the power to execute and deliver this
Agreement.

     

    (b)           The
relevant organization within the Acquirer that has the power to approve the
execution of this Agreement has granted the official authority to execute and
perform this Agreement.

     

    (c)           The
execution and performance of this Agreement by the Acquirer will not cause it to
violate its articles of association or any laws, regulations or any judicial or
administrative orders, awards or judgments binding thereon or breach any other
agreements, covenants made to third parties, or result in any entity claiming
any rights, damages or liquidated damages arising out of this Agreement or
filing a claim against the Acquirer, the Transferors or the Controlling Party,
separately or jointly, on the basis that this Agreement is invalid or
void.

     

    (d)           Non-competition:
the Acquirer and its Affiliates shall not directly or indirectly
engage in any activities that constitute or may constitute competition against
Newco, or any activities or ownership of assets or equity interests that
deprive, impair or infringe upon or may deprive, impair or infringe upon the
business interests or business opportunities of Newco, or gain from or own any
interest in such activities.  The Acquirer agrees it will compensate Newco
and the Controlling Party for all losses sustained as a result of the
Acquirer’s breach of any such non-competition obligations.  The
Acquirer also covenants that if the Acquirer or its Affiliates
engage in any mobile phone retail activities (without the written consent of the
Controlling Party) in any form in any city where Newco has already established
retail stores, the Acquirer shall pay to the Controlling Party liquidated
damages in the amount of RMB 500,000 for each store.  Any form of
competition engaged in by any of the Affiliates of the Acquirer will be regarded
as a breach by the Acquirer of this Article.  The Parties agree that
the non-competition regions specified herein for the Acquirer are Jiangsu
Province, Shandong Province and Shanxi Province.


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    CONFIDENTIAL


     

    Article
28       
Following the execution of this Agreement and during the Operating Profit
Index Lockup Period, if any mobile phone retail stores established by the
Controlling Party and/or the Transferors outside of the non-competition regions
are profitable and have demonstrated growth potential, the Acquirer will
agree to acquire the assets, businesses and/or equity interests of such stores
in accordance with the formula specified herein for calculating the
Acquisition Consideration and sign any necessary separate or supplemental
agreements to effect the acquisition.

     

    Article
29       
The Acquirer shall use its best efforts to perform the
execution, approval, registration, modification and filing requirements
necessary for the performance of this Agreement.

     

    Chapter
7        Assumption of Debts
of Newco

     

    Article
30       
Notwithstanding the covenants and warranties made in Chapter 5, the
Controlling Party and the Transferors covenant that, if at any time prior to the
Closing Date there exists any Undisclosed Liabilities; any forms of
infringement, illegality or other unauthorized actions; any compensation,
liquidated damages, unpaid taxes, fees, social insurance, social benefit funds,
or social welfare fees or fines required by any judicial or administrative
orders, judgments or awards, the Controlling Party, the Shareholders of Newco
and the Transferors shall, within 10 days after receipt of written notice from
the Acquirer, unconditionally, irrevocably, jointly and severally pay all such
obligations and/or liabilities by making compensation, payments or
settlements, on behalf of themselves or Newco, to ensure that Newco will
not bear the costs of any such obligations and/or liabilities after the Closing
Date (other than such liabilities that normally accrue in the ordinary course of
business and while the Controlling Party, the Transferors, the Shareholders of
Newco and Newco are in compliance with applicable laws and
regulations).

     

    Chapter
8        Limitations on the Rights of the
Controlling Party

     

    Article
31       
Within the Operating Profit Index Lockup Period, the Controlling
Party shall pledge its ownership of 49% of the equity interests in Newco to the
Acquirer as a guarantee for both the performance of this Agreement and the
Operation and Management Agreement and for the achievement of
the Operating Profit Index.  Accordingly, the Controlling Party shall,
within three business days after the Closing Date, deliver to the Acquirer
the original share certificate for its 49% equity interest in Newco and the
original list of the Shareholders of Newco evidencing the pledge of 49% of the
equity interests in Newco, and shall covenant to unconditionally cooperate in
satisfying the pledge registration requirements for pledging its 49% equity
interests in Newco to the Acquirer within 10 business days after the applicable
administration for industry and commerce begins to process the registration of
the equity pledge.

     

    Article
32       
Within the Operating Profit Index Lockup Period, the Controlling Party
shall not dispose of any of its equity interests in Newco or subject such
interests to any limitations, including but not limited to equity transfers
(excluding the transfer to the Acquirer), pledges (excluding the pledge to the
Acquirer or a third party agreed to by the Acquirer as specified in Article
31), mortgages, option rights, acquisition rights, preemptive rights, custody,
trusts, liens or any other rights in any form.

     

    Article
33       
After the expiration of the Operating Profit Index Lockup Period, the
Controlling Party shall have the right to dispose of the equity interests it
holds in Newco. If the Controlling Party transfers to any third party
all or any part of its equity interests in Newco, the Acquirer shall have the
preemptive right to acquire such equity interests upon the same terms and
conditions.

     

    If the
Net Profits of Newco in each Audited Year within the Operating Profit Index
Lockup Period reach the corresponding Operating Profit Index, the Acquirer
guarantees that it shall acquire those equity interests in Newco that the
Controlling Party plans to transfer.  The consideration for the equity
transfer shall be calculated according to the following formula:

     

    Consideration
for the equity transfer = A × MIN (10, B) × percentage (%) of the equity
interests the Controlling Party plans to transfer, where:


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    CONFIDENTIAL


     

    A =
Actual Net Profits of Newco for the one year prior to the equity
transfer;

     

    B = The
fair multiple value unanimously agreed to by the Acquirer and the Controlling
Party; and

     

    B ≥ 10;
MIN (10,
B) means no less than 10
times.

     

    If the
Acquirer or an Affiliate, the financial statements of which are consolidated
with those of Newco, is publicly listed or plans to become publicly listed on
any stock exchange in China or abroad (“Publicly Listed”), the
Controlling Party shall have the right to request the payment for the equity
transfer in either of the following means from the Acquirer: (1) in cash in RMB;
or (2) in shares of the company that is Publicly Listed or plans to become
Publicly Listed.  If option (2) is selected and the payment will be
made in shares of an overseas company, the Parties shall ensure that payment in
such shares complies with the requirements of the Notice of the State
Administration of Foreign Exchange on Relevant Issues concerning Foreign
Exchange Administration for Domestic Residents to Engage in Financing and in
Return Investment through Overseas Special Purpose Companies and other
applicable Chinese laws and regulations.

     

    Article
34       
The Acquirer has the right to transfer all or part of its equity interest
in Newco to its Affiliates at any time in connection with the
Reorganization.  If the Acquirer exercises such right, the Controlling
Party agrees to unconditionally waive any right of first refusal it may
have as a shareholder of Newco.

     

    The
Acquirer covenants that, if the Reorganization occurs, the Acquirer must
disclose the Reorganization to the Controlling Party and shall fully disclose
this Agreement and the Operation and Management Agreement to the other parties
to the Reorganization and induce such other parties to the Reorganization to:
(1) agree to and confirm the obligations of the Acquirer under this Agreement
and the Operation and Management Agreement and (2) agree to, after becoming a
shareholder of Newco, comply with all provisions in this Agreement and the
Operation and Management Agreement relating to the structure and authorizations
of the board of directors and general manager of Newco.  If the
Acquirer does not satisfy the requirements of the preceding sentence, the
Acquirer shall not enter into such Reorganization and the Controlling Party
shall have the right of first refusal.

     

    The
Acquirer also confirms that, even after the occurrence of the Reorganization
referred to in the preceding paragraph, the Acquirer shall not attempt to
recover any amounts of Acquisition Consideration previously paid by it to the
Controlling Party and/or the Transferors and shall pay the outstanding
Acquisition Consideration to the Controlling Party and/or the Transferors in
accordance with the provisions of this Agreement.

     

    Article
35       
If Newco, the Acquirer or an Affiliate the financial statements of
which are consolidated with those of Newco is successfully Publicly Listed,
the Controlling Party may exercise a put right to require the
Acquirer to purchase at least 29% of the equity interests in Newco from
the total of 49% equity interests in Newco held by the Controlling
Party.  The Acquirer shall be obligated to purchase the equity
interests if the Controlling Party invokes its put right and shall pay the
Controlling Party an amount of consideration for such equity transfer calculated
according to the following formula:

     

    Consideration
for the equity transfer = A × MIN (10, B) ×
percentage (%) of the equity interests that the Controlling Party plans to
transfer, where:

     

    A =
Actual Net Profits of Newco for the one year prior to the equity
transfer;

     

    B = The
fair multiple value unanimously agreed by the Acquirer and the Controlling
Party; and

     

    B ≥ 10; MIN (10,
B) means no less than 10
times.

     

    If Newco,
the Acquirer or an Affiliate the financial statements of which are consolidated
with those of Newco is successfully Publicly Listed, the Acquirer may exercise a
call right to require the Controlling Party to sell at least 29% of the equity
interests in Newco from the total of 49% equity interests in Newco held by the
Controlling Party.  The Controlling Party shall be obligated to sell
the equity interests if the Acquirer invokes its call right, and the Acquirer
shall pay the Controlling Party an amount of consideration for such equity
transfer calculated according to the following formula:


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    CONFIDENTIAL


     

    Consideration
for the equity transfer = A × MIN (15, B) ×
the percentage (%) of the equity interests that the Acquirer plans to acquire,
where:

     

    A =
Actual Net Profits of Newco for the one year prior to the equity
transfer;

     

    B = The
fair multiple value unanimously agreed by the Acquirer and the Controlling
Party; and

     

    B ≥ 15; MIN (15,
B) means no less than 15
times.

     

    Upon the
exercise of either the put or call rights as set forth in the preceding
paragraphs, the Controlling Party shall have the right to request that the
Acquirer pay the consideration for an equity transfer either in cash in RMB or
in shares of the Publicly Listed company.

     

    When the
actual Net Profits of Newco for an Audited Year within the Operating Profit
Index Lockup Period reach the corresponding Operating Profit Index, the Acquirer
shall acquire the equity interests in accordance with the provisions of this
Article.  If Newco, the Acquirer or an Affiliate the financial
statements of which are consolidated with those of Newco is Publicly Listed by
December 31, 2009, the Acquirer shall acquire an increased percentage of shares
after and in accordance with an audit report showing that the Annualized Net
Profits of Newco have reached the Guaranteed Net Profit Base.  The
equity acquisition under this Article does not relieve
the  Controlling Party of its obligation to achieve the Operating
Profit Index for the remaining years within the Operating Profit Index Lockup
Period.

     

    Chapter
9        Audits and Appraisals

     

    Article
36       
The audits and appraisals on Newco include the internal audits and
appraisals conducted by the Acquirer and any external audits or appraisals
performed by an independent third party.

     

    Article
37       
The auditor and appraiser, as independent third parties under this
Agreement, shall be mutually approved by the Acquirer, the Controlling Party
and/or the Transferors, but the Acquirer shall bear the associated audit and
appraisal expenses.

     

    Article
38       
The audit and appraisal results issued by the auditor and appraiser under
this Agreement shall be subject to mutual confirmation by the Acquirer, the
Controlling Party and/or Transferors.

     

    Article
39       
All of the audits and appraisals performed by the auditor and appraiser
under this Agreement and the internal audits performed by the Acquirer shall
follow the requirements of the critical accounting policies below:

     

    (1)           Inventories
shall be accounted for on the basis of actual procurement costs.

     

    (2)           The
value of Fixed Assets shall be determined according to the audit report issued
on the Audit Reference Date by an auditor mutually approved by the
Parties.  If the auditor cannot obtain reliable accounting materials
to confirm the value of such assets, the Parties shall agree to determine such
amounts using any of the following methods: (a) the result of appraisals based
on fair market value; (b) the amount determined by the Parties through
negotiation; or (c) if there are any disagreements on the asset values and the
Transferors cannot provide reasonable and satisfactory support or evidence
regarding the asset values to the Acquirer, the Acquirer may refuse to acquire
such assets on behalf of Newco.

     

    (3)           The
value of real property will be determined on the basis of the appraisal
results.


    
      
         


      

      
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    CONFIDENTIAL


     

    (4)           The
straight-line method shall be used to calculate the depreciation of fixed assets
over the longest applicable number of years available for such fixed assets in
accordance with the applicable accounting standards.

     

    Chapter
10        Confidentiality

     

    Article
40       
The Parties agree that, regardless of whether or not the transfer of
the Target Equity is successful, each Party shall keep confidential all trade
secrets it obtains from other parties during the process of performing this
Agreement.  The term of this confidentiality obligation shall extend
until the relevant trade secret is publicly disclosed by its
owner.  Without the prior written consent of all other Parties, no
Party hereto shall publish any media reports, announcements, circulars, notices
or other documents regarding the preparation or execution of the provisions of
this Agreement or regarding any transactions or arrangements hereunder or any
issues relating hereto, unless (a) required by any applicable laws, regulatory
rules or exchange listing requirements of the New York Stock Exchange, NASDAQ
National Market, Hong Kong Exchanges and Clearing Limited, London Stock
Exchange, Singapore Exchange Limited and any other stock exchange; or (b)
disclosed by the Acquirer to its shareholders, controllers, investment
consultants, financial consultants, auditors and legal service institutions
while using its best efforts to protect and to encourage such other persons to
protect the confidentiality of such information.

     

    Chapter
11        Notices

     

    Article
41       
Any notices and other documents delivered hereunder shall be made in
writing and sent courier, express mail or facsimile to the Parties at the
following addresses and/or facsimile numbers, or at such other addresses and/or
facsimile numbers later provided to the other parties.

     

    
      	
               
      

            	
              (i)

            	
              Acquirer:  Beijing
      Feijie Investment Co., Ltd

            


    

    
      	
               
      

            	
              Address:  Office
      Building, 3/F, South Chang’an Xingrong Center, No. 1, Naoshikou Ave,
      Xicheng District, Beijing

            


    

    
      	
               
      

            	
              Fax:  010
      5832 5959

            


    

    
      	
               
      

            	
              Attn:  Dongping
      Fei

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Controlling
      Party:  Zhuqun Peng

            


    

    
      	
               
      

            	
              Address:  No.
      1285 Renmin Road  Suzhou, Jiangsu
  Province.

            


    

    
      	
               
      

            	
              Fax:  0512
      6522 3856

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Transferors:  c/o
      the Controlling Party

            


    

     

    Article
42       
If any of such notices and other documents are delivered by courier, it
shall be regarded as properly sent after being received by the recipient; if it
is sent by facsimile, it shall be regarded as properly sent after receipt of the
reply code or facsimile confirmation; if it is sent via mail, it shall be
regarded as properly sent on the 7th day after being posted.  To prove
that such notices or documents have been sent, the Party must only show
that such notices have been placed at or sent to the addresses of the
recipients, or the addresses of the recipients have been properly written on the
mailing envelope and such items have been properly sent.

     

    Chapter
12        Taxes and Charges

     

    Article
43       
Each Party shall be responsible for all fees and expenses incurred
by it in investigating, negotiating, drafting, executing and performing this
Agreement and all the transactions contemplated herein.

     

    Article
44       
The Acquirer, the Controlling Party and/or the Transferors shall bear the
respective taxes and fees charged by applicable administrative authorities for
the transfer of the Target Assets and the Target Businesses
hereunder.


    
      
         


      

      
        22

        
          

        

      

      
         


      

    


    CONFIDENTIAL


     

    Article
45       
Unless otherwise required by relevant laws or otherwise agreed to herein,
each Party hereto shall pay all taxes and fees required by applicable laws and
regulations relating to the transactions hereunder.

     

    Article
46       
If, under the requirements of relevant laws and regulations, the Acquirer
has the obligation to withhold or pay any taxes and fees for and on behalf of
the Controlling Party and/or the Shareholders of Newco for payment of the
Acquisition Consideration, the Acquirer shall first withhold or pay such taxes
and fees and then recover them from the Controlling Party and/or the
Shareholders of Newco.

     

    Chapter
13        Force Majeure

     

    Article
47       
If it is commercially impracticable to perform this Agreement due to
any force majeure, then any nonperformance of the obligations under this
Agreement relating to such force majeure shall be excused.  “Force
majeure” means any event, circumstance or occurrence that cannot be
foreseen, avoided or reasonably controlled by the Parties and cannot be avoided
or mitigated by the Parties by taking reasonable and cautious measures,
thus directly or indirectly preventing the performance of any material
obligation hereunder.  Such events, circumstances or occurrences
include but are not limited to natural disasters, wars, fires, explosions,
earthquakes, epidemics, floods and storms.  If any force majeure event
occurs, making it commercially impracticable for any Party to perform the terms
and conditions herein, such Party shall notify the other Parties within 14 days
of the occurrence of the force majeure event and provide the details of the
force majeure event in such notice.  No delay or failure to perform
this Agreement caused by any force majeure event will constitute a default on
the part of such Party or become the basis for any claims for compensation,
indemnification or sanctions.  Upon the occurrence of a force majeure
event, all Parties shall have the obligation to take reasonable measures to
perform this Agreement where practical and feasible.  Within 14 days
after the force majeure event has ended, such Party shall notify the other
Parties of the end of the force majeure event and shall ensure the receipt of
such notice by all other Parties.

     

    Article
48       
If a force majeure event occurs before the Closing Date, making it
commercially impracticable to perform this Agreement, and the force majeure
event lasts for more than 6 months, the Parties may negotiate to terminate
this Agreement and shall not be liable to the other Parties for breach of
this Agreement.

     

    Chapter
14        Breach of Contract

     

    Article
49       
If any Party fails to perform this Agreement in whole or in part or
breaches any covenants, representations and/or warranties made hereunder, or if
any covenants, representations and/or warranties made by any Party hereunder
prove to be invalid, untrue, inaccurate or incomplete, it will constitute a
breach of contract hereunder.  In such case, unless otherwise specified in
this Agreement, the breaching Party shall be liable to the non-breaching Party
for any and all actual losses caused by such breach of contract and shall
fully compensate the non-breaching Party to whom such covenants, representations
and/or warranties are made.  Compensation for losses caused by breach
shall include but not be limited to all losses and any litigation, arbitration,
evaluation and notarization fees incurred by the non-breaching Party for the
breach of contract.  If more than one Party breaches this Agreement,
each Party shall bear the liabilities of damages caused by its own breach of
contract.  None of the provisions of this Article shall prevent any
Party from exercising any other legal rights or remedies, including the right to
request specific performance pursuant to the Contract Law of the People’s
Republic of China.

     

    Article
50       
If the Controlling Party, the Shareholders of Newco and/or the
Transferors breach this Agreement, the Acquirer shall have the right to deduct
compensation for losses suffered from the Acquisition Consideration and, if the
Acquisition Consideration is insufficient to cover the compensation, legally
dispose of the equity interests in Newco pledged by the Controlling Party to the
Acquirer to offset such amount.

     

    Article
51       
If the Acquirer breaches this Agreement, the Controlling Party, Newco
and/or the Transferors shall have the right to deduct compensation for their
losses from any Acquisition Consideration that should be
returned to the Acquirer and to file a claim against the Acquirer
for the uncovered amount.

     


    
      
         


      

      
        23

        
          

        

      

      
         


      

    


    CONFIDENTIAL


     

    Chapter
15        Governing Law and Settlement of
Disputes

     

    Article
52       
This Agreement is governed, limited and protected by the laws of the
PRC.  All interpretation, performance, modification, termination,
effectiveness, or dispute settlement of or relating to this Agreement shall be
subject to the laws of the PRC.

     

    Article
53       
Any disputes arising between or among Parties from the consummation,
interpretation, performance and/or effectiveness of or relating to this
Agreement shall be settled through negotiation.  In case negotiation
fails to resolve any dispute, any Party shall have the right to submit such
dispute to the China International Economic and Trade Arbitration Commission
Shanghai Sub-Commission for arbitration in accordance with such commission’s
then applicable arbitration rules.  The arbitration decision shall be
final and binding on the Parties to such dispute.

     

    Chapter
16        Effectiveness

     

    Article
54       
After being duly executed and/or affixed with the company seal by the
Parties or their authorized representatives, this Agreement will become
effective on the date first written above and be legally effective and
binding on all Parties.  On and from the Execution Date hereof, all
Parties shall strictly perform their obligations in accordance with the
provisions hereof.

     

    Article
55       
The relevant organization (such as the shareholders or board of
directors) of the Acquirer and the Transferors have executed the
resolutions of the shareholder’s meeting, the resolutions of the board of
directors and/or the decision of owners officially approving the execution and
the performance of this Agreement, as well as the transfer of the Target Assets
and the Target Businesses to Newco.

     

    Article
56       
If any provisions herein are subsequently held to be invalid,
illegal or unenforceable under applicable Chinese law, the other provisions
hereof will still remain valid and binding on all Parties, provided that such
invalid, illegal or unenforceable provisions do not affect the overall
performance and material terms of this Agreement.

     

    Chapter
17        Miscellaneous

     

    Article
57       
This Agreement constitutes the entire agreement of the Parties on all
issues covered hereby and replaces all prior intentions, understandings,
agreements and other written records or oral agreements between or among all the
Parties relating to such issues.

     

    Article
58       
Where permitted by applicable Chinese law, no failure or delay to
exercise any rights, powers or privileges under this Agreement by any Party
hereto shall be regarded as a waiver of such rights, powers or
privileges.  Any and all rights, powers or privileges specified herein
are cumulative and do not prevent the exercise of any other rights, powers or
privileges, regardless of whether they are specified by applicable
laws.  The partial or limited exercise of any such rights, powers
or privileges shall not bar the further exercise of any other such rights,
powers or privileges in future.

     

    Article
59       
This Agreement has twenty-nine counterparts, one counterpart for each
Party hereto, and all counterparts shall have the same legal force.

     

    
      Schedules
to this Agreement:

    

     

    Schedule
1              List
of Transferors

    Schedule
2              List
of Intangible Assets

    Schedule
3              List
of Retailing Stores

     

    
      [Remainder
of page intentionally left blank]

    


    
      
         


      

      
        24

        
          

        

      

      
         


      

    


    CONFIDENTIAL


     

    Signature
page to Acquisition Framework Agreement

     

    
      
        
          	
                  Acquirer:
      Beijing Feijie Investment Co., Ltd

                
	
                  Signature:

                	
                    /s/ Dongping
      Fei

                	 
      
	
                  Name
      of Authorized Representative: Dongping
Fei

                


        

      

    

     

    
      
         


      

      
        25

        
          

        

      

      
         


      

    

     

    CONFIDENTIAL
 

    Signature
page to Acquisition Framework Agreement

     

    
      
        
          
            	
                    Controlling
      Party: Zhuqun Peng

                  
	
                    Signature:

                  	
                      /s/ Zhuqun
      Peng

                  	 
      
	
                    Identity
      card
number:  320626197005208816

                  


          

        

      

    


    
      
         


      

      
        26

        
          

        

      

      
         


      

    


    CONFIDENTIAL


     

    Signature
page to Acquisition Framework Agreement

    


    Transferors:

     

    
      
        	
                Suzhou
      Guanzhilin Telecommunications Equipment Co., Ltd. (Official
      Seal)

              
	
                Signature/seal:

              	
                  /s/ Zhuqun
      Peng

              	 
      
	
                Name
      of Authorized Representative: Zhuqun Peng

              
	 
      	 
      
	
                Wujiang
      Guanzhilin Telecommunications Equipment Co., Ltd. (Official
      Seal)

              
	
                Signature/seal:

              	
                  /s/ Zhuqun
      Peng

              	 
      
	
                Name
      of Authorized Representative: Zhuqun Peng

              
	 
      	 
      
	
                Kunshan
      Guanzhilin Telecommunications Equipment Co., Ltd. (Official
      Seal)

              
	
                Signature/seal:

              	
                  /s/ Zhuqun
      Peng

              	 
      
	
                Name
      of Authorized Representative: Zhuqun Peng

              
	 
      	 
      
	
                Wuxi
      Guanzhilin Mobile Phones Hypermarket Co., Ltd. (Official
    Seal)

              
	
                Signature/seal:

              	
                  /s/ Zhuqun
      Peng

              	 
      
	
                Name
      of Authorized Representative: Zhuqun Peng

              
	 
      	 
      
	
                Nanjing
      Runzhilin Telecommunications Equipment Co., Ltd. (Official
      Seal)

              
	
                Signature/seal:

              	
                  /s/ Zhuqun
      Peng

              	 
      
	
                Name
      of Authorized Representative: Zhuqun Peng

              
	 
      	 
      
	
                Yangzhou
      Guanzhilin Mobile Phones Hypermarket Co., Ltd. (Official
    Seal)

              
	
                Signature/seal:

              	
                  /s/ Zhuqun
      Peng

              	 
      
	
                Name
      of Authorized Representative: Zhuqun Peng

              
	 
      	 
      
	
                Shanghai
      Yinqi Telecommunications Equipment Co., Ltd Yancheng Guanzhilin Mobile
      Phones Hypermarket (Official Seal)

              
	
                Signature/seal:

              	
                  /s/ Zhuqun
      Peng

              	 
      
	
                Name
      of Authorized Representative: Zhuqun Peng

              
	 
      	 
      
	
                Xuzhou
      Guanzhilin Mobile Phones Hypermarket Co., Ltd. (Official
    Seal)

              
	
                Signature/seal:

              	
                  /s/ Zhuqun
      Peng

              	 
      
	
                Name
      of Authorized Representative: Zhuqun Peng

              
	 
      	 
      
	
                Nantong
      Guanzhilin Telecommunications Equipment Co., Ltd (Official
      Seal)

              
	
                Signature/seal:

              	
                  /s/ Zhuqun
      Peng

              	 
      
	
                Name
      of Authorized Representative: Zhuqun Peng

              
	 
      	 
      
	
                Taizhou
      Hailing Guanzhilin Telecommunications Equipment Co., Ltd. (Official
      Seal)

              
	
                Signature/seal:

              	
                  /s/ Zhuqun
      Peng

              	 
      
	
                Name
      of Authorized Representative: Zhuqun Peng

              
	
                Heze
      Guanzhilin Mobile Phones Hypermarket Co., Ltd. (Official
    Seal)

              
	
                Signature/seal:

              	
                  /s/ Zhuqun
      Peng

              	 
      
	
                Name
      of Authorized Representative: Zhuqun Peng

              
	 
      	 
      
	
                Zaozhuang
      Guanzhilin Mobile Phones Hypermarket Co., Ltd. (Official
    Seal)

              
	
                Signature/seal:

              	
                  /s/ Zhuqun
      Peng

              	 
      
	
                Name
      of Authorized Representative: Zhuqun Peng

              
	 
      	 
      
	
                Jining
      Guanzhilin Telecommunications Equipment Co., Ltd. (Official
      Seal)

              
	
                Signature/seal:

              	
                  /s/ Zhuqun
      Peng

              	 
      
	
                Name
      of Authorized Representative: Zhuqun
Peng

              


      

    

    


    


    
      
        
           


        

        
          27

          
            

          

        

        
           


        

      

    

    


    CONFIDENTIAL

    


    
      
        	
                Dongying
      Guanzhilin Telecommunications Equipment Co., Ltd. (Official
      Seal)

              
	
                Signature/seal:

              	
                  /s/ Zhuqun
      Peng

              	 
      
	
                Name
      of Authorized Representative: Zhuqun Peng

              
	 
      	 
      
	
                Binzhou
      Guanzhilin Mobile Phones Hypermarket Co., Ltd. (Official
    Seal)

              
	
                Signature/seal:

              	
                  /s/ Zhuqun
      Peng

              	 
      
	
                Name
      of Authorized Representative: Zhuqun Peng

              
	 
      	 
      
	
                Zibo
      Guanzhilin Telecommunications Equipment Co., Ltd. (Official
      Seal)

              
	
                Signature/seal:

              	
                  /s/ Zhuqun
      Peng

              	 
      
	
                Name
      of Authorized Representative: Zhuqun Peng

              
	 
      	 
      
	
                Rizhao
      Guanzhilin Mobile Phones Hypermarket Co., Ltd. (Official
    Seal)

              
	
                Signature/seal:

              	
                  /s/ Zhuqun
      Peng

              	 
      
	
                Name
      of Authorized Representative: Zhuqun Peng

              
	 
      	 
      
	
                Taian
      Guanzhilin Mobile Phones Hypermarket Co., Ltd. (Official
    Seal)

              
	
                Signature/seal:

              	
                  /s/ Zhuqun
      Peng

              	 
      
	
                Name
      of Authorized Representative: Zhuqun Peng

              
	 
      	 
      
	
                Dezhou
      Guanzhilin Mobile Phones Hypermarket Co., Ltd. (Official
    Seal)

              
	
                Signature/seal:

              	
                  /s/ Zhuqun
      Peng

              	 
      
	
                Name
      of Authorized Representative: Zhuqun Peng

              
	 
      	 
      
	
                Weifang
      Runlin Guanzhilin Mobile Phones Hypermarket Co., Ltd. (Official
      Seal)

              
	
                Signature/seal:

              	
                  /s/ Zhuqun
      Peng

              	 
      
	
                Name
      of Authorized Representative: Zhuqun Peng

              
	 
      	 
      
	
                Jinan
      Guanzhilin Mobile Phones Hypermarket Co., Ltd. (Official
    Seal)

              
	
                Signature/seal:

              	
                  /s/ Zhuqun
      Peng

              	 
      
	
                Name
      of Authorized Representative: Zhuqun Peng

              
	 
      	 
      
	
                Jinan
      Shidai Mobile Phones Square Co., Ltd. (Official Seal)

              
	
                Signature/seal:

              	
                  /s/ Zhuqun
      Peng

              	 
      
	
                Name
      of Authorized Representative: Zhuqun Peng

              
	 
      	 
      
	
                Qingdao
      Guanzhilin Mobile Phones Hypermarket Co., Ltd. (Official
    Seal)

              
	
                Signature/seal:

              	
                  /s/ Zhuqun
      Peng

              	 
      
	
                Name
      of Authorized Representative: Zhuqun Peng

              
	 
      	 
      
	
                Taiyuan
      Guanzhilin Mobile Phones Hypermarket Co., Ltd. (Official
    Seal)

              
	
                Signature/seal:

              	
                  /s/ Zhuqun
      Peng

              	 
      
	
                Name
      of Authorized Representative: Zhuqun Peng

              
	 
      	 
      
	
                Shanxi
      Guanzhilin Telecommunications Equipment Co., Ltd. (Official
      Seal)

              
	
                Signature/seal:

              	
                  /s/ Zhuqun
      Peng

              	 
      
	
                Name
      of Authorized Representative: Zhuqun Peng

              
	 
      	 
      
	
                Datong
      Guanzhilin Mobile Phones Hypermarket Co., Ltd. (Official
    Seal)

              
	
                Signature/seal:

              	
                  /s/ Zhuqun
      Peng

              	 
      
	
                Name
      of Authorized Representative: Zhuqun Peng

              
	 
      	 
      
	
                Shanghai
      Yanglin Telecommunications Equipement Co., Ltd. (Official
      Seal)

              
	
                Signature/seal:

              	
                  /s/ Zhuqun
      Peng

              	 
      
	
                Name
      of Authorized Representative: Zhuqun
Peng

              


      

    

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    FULLY
REDACTED VERSION

     

    SCHEDULE
1 LIST OF TRANSFERORS

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    S/N

                                  	 	
                                    Name

                                  	 	
                                    Registered

                                    Capital

                                    (RMB)

                                  	 	 	
                                    Business License

                                    No.

                                  	 	
                                    Name of Shareholders/

                                    Percentage

                                  	 	
                                    Name of

                                    Legal

                                    Representative/

                                    Owner

                                  
	
                                    1

                                  	 	
                                    Suzhou
      Guanzhilin

                                  	 	 	
                                    1,000,000

                                  	 	 	 	
                                    3205032101045

                                  	 	
                                    Zhuqun
      Peng

                                  	 	 	70	%  	
                                    Zhuqun
      Peng

                                  
	 
      	 	
                                    Telecommunications

                                  	 	 	 	 	 	 	 	 	
                                    Sujuan
      Li

                                  	 	 	28	%	 
      
	 
      	 	
                                    Equipment
      Co., Ltd.

                                  	 	 	 	 	 	 	 	 	
                                    Guanzhilin
      Hypermarket

                                  	 	 	2	%	 
      
	
                                    2

                                  	 	
                                    Wujiang
      Guanzhilin

                                  	 	 	
                                    500,000

                                  	 	 	 	
                                    3205842187338

                                  	 	
                                    Zhuqun
      Peng

                                  	 	 	60	%	
                                    Yong
      Lu

                                  
	 
      	 	
                                    Telecommunications

                                    Equipment
      Co., Ltd.

                                  	 	 	 	 	 	 	 	 	
                                    Sujuan
      Li

                                  	 	 	40	%	 
      
	
                                    3

                                  	 	
                                    Kunshan
      Guanzhilin

                                  	 	 	
                                    500,000

                                  	 	 	 	
                                    3205832114431

                                  	 	
                                    Zhuqun
      Peng

                                  	 	 	80	%	
                                    Lifeng
      Zhou

                                  
	 
      	 	
                                    Telecommunications

                                  	 	 	 	 	 	 	 	 	
                                    Yong
      Cheng

                                  	 	 	10	%	 
      
	 
      	 	
                                    Equipment
      Co., Ltd.

                                  	 	 	 	 	 	 	 	 	
                                    Lifeng
      Zhou

                                  	 	 	10	%	 
      
	
                                    4

                                  	 	
                                    Wuxi
      Guanzhilin

                                  	 	 	
                                    1,200,000

                                  	 	 	 	
                                    320200000097302

                                  	 	
                                    Suzhou
      Guanzhilin

                                  	 	 	5	%	
                                    Sujuan
      Li

                                  
	 
      	 	
                                    Mobile
      Phones

                                  	 	 	 	 	 	 	 	 	
                                    Efeng
      Peng

                                  	 	 	30	%	 
      
	 
      	 	
                                    Hypermarket
      Co., Ltd.

                                  	 	 	 	 	 	 	 	 	
                                    Sujuan
      Li

                                  	 	 	65	%	 
      
	
                                    5

                                  	 	
                                    Nanjing
      Runzhilin

                                  	 	 	
                                    500,000

                                  	 	 	 	
                                    3201032312000

                                  	 	
                                    Zhuqun
      Peng

                                  	 	 	80	%	
                                    Yongjun
      Gu

                                  
	 
      	 	
                                    Telecommunications

                                    Equipment
      Co., Ltd.

                                  	 	 	 	 	 	 	 	 	
                                    Sujuan
      Li

                                  	 	 	20	%	 
      
	
                                    6

                                  	 	
                                    Yangzhou
      Guanzhilin Mobile

                                  	 	 	
                                    500,000

                                  	 	 	 	
                                    3210002303530

                                  	 	
                                    Zhuqun
      Peng

                                  	 	 	75	%	
                                    Yang
      Chen

                                  
	 
      	 	Phones
      Hypermarket Co., Ltd.	 	 	 	 	 	 	 	 	
                                    Jingtu
      Yao

                                  	 	 	25	%	 
	
                                    7

                                  	 	
                                    Shanghai
      Yinqi Telecommunications Equipment Co., Ltd Yancheng Guanzhilin Mobile
      Phones Hypermarket

                                  	 	 	 	 	 	 	 	 	 
      	 	 	 	 	
                                    Guohua
      Chen

                                  
	
                                    8

                                  	 	
                                    Xuzhou
      Guanzhilin Mobile Phones Hypermarket Co., Ltd.

                                  	 	 	
                                    500,000

                                  	 	 	 	
                                    3203002114697

                                  	 	
                                    Zhuqun
      Peng

                                  	 	 	70	%	
                                    Zhonghua
      Peng

                                  
	 
      	 	 
      	 	 	 	 	 	 	 	 	
                                    Efeng
      Peng

                                  	 	 	30	%	 
      
	
                                    9

                                  	 	
                                    Nantong
      Guanzhilin Telecommunications Equipment Co., Ltd.

                                  	 	 	
                                    500,000

                                  	 	 	 	
                                    3206002115986

                                  	 	
                                    Meiqun
      Peng

                                  	 	 	10	%	
                                    Meiqun
      Peng

                                  
	 
      	 	 
      	 	 	 	 	 	 	 	 	
                                    Weixing
      Gao

                                  	 	 	10	%	 
      
	 
      	 	 
      	 	 	 	 	 	 	 	 	
                                    Weizhou
      Yao

                                  	 	 	26	%	 
      
	 
      	 	 
      	 	 	 	 	 	 	 	 	
                                    Yingen
      Peng

                                  	 	 	27	%	 
      
	 
      	 	 
      	 	 	 	 	 	 	 	 	
                                    Zhuqun
      Peng

                                  	 	 	27	%	 
      
	
                                    10

                                  	 	
                                    Taizhou
      Hailing Guanzhilin Telecommunications Equipment Co., Ltd.

                                  	 	 	
                                    510,000

                                  	 	 	 	
                                    3212022103462

                                  	 	
                                    Zhuqun
      Peng

                                  	 	 	80	%	
                                    Weiping
      Chen

                                  
	 
      	 	 
      	 	 	 	 	 	 	 	 	
                                    Weiping
      Chen

                                  	 	 	20	%	 
      
	
                                    11

                                  	 	
                                    Heze
      Guanzhilin Mobile Phones Hypermarket Co., Ltd.

                                  	 	 	
                                    510,000

                                  	 	 	 	
                                    3717002803670

                                  	 	
                                    Xiangbing
      Xue

                                  	 	 	100	%	
                                    Xiangbing
      Xue

                                  
	
                                    12

                                  	 	
                                    Zaozhuang
      Guanzhilin Mobile Phones Hypermarket Co., Ltd.

                                  	 	 	
                                    500,000

                                  	 	 	 	
                                    3704002804829

                                  	 	
                                    Zhuqun
      Peng

                                  	 	 	70	%	
                                    Yehou
      Zhu

                                  
	 
      	 	 
      	 	 	 	 	 	 	 	 	
                                    Yehou
      Zhu

                                  	 	 	30	%	 
      
	
                                    13

                                  	 	
                                    Jining
      Guanzhilin Telecommunications Equipment Co., Ltd.

                                  	 	 	
                                    500,000

                                  	 	 	 	
                                    3708022801153

                                  	 	
                                    Ping
      Huang

                                  	 	 	20	%	
                                    Ping
      Huang

                                  
	 
      	 	 
      	 	 	 	 	 	 	 	 	
                                    Zhuqun
      Peng

                                  	 	 	80	%	 
      


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      Confidential
treatment has been requested for portions of this exhibit.  The copy
filed herewith omits the information subject to the confidentiality
request.  Omissions are designated as [*****].  A complete
version of this exhibit has been filed separately with the Securities and
Exchange Commission.

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      
        
          
            
              
                	
                        14

                      	 	
                        Dongying
      Guanzhilin Telecommunications Equipment Co., Ltd.

                      	 	 	
                        500,000

                      	 	 	 	
                        3705022807584

                      	 	
                        Zhuqun
      Peng

                      	 	 	50	%  	
                        Xinhua
      Cheng

                      
	 
      	 	 
      	 	 	 	 	 	 	 	 	
                        Xinhua
      Cheng

                      	 	 	9	%	 
      
	 
      	 	 
      	 	 	 	 	 	 	 	 	
                        Weixing
      Gao

                      	 	 	10	%	 
      
	 
      	 	 
      	 	 	 	 	 	 	 	 	
                        Yingen
      Peng

                      	 	 	10	%	 
      
	 
      	 	 
      	 	 	 	 	 	 	 	 	
                        Hailin
      Zhao

                      	 	 	21	%	 
      
	
                        15

                      	 	
                        Binzhou
      Guanzhilin Mobile Phones Hypermarket Co., Ltd.

                      	 	 	
                        1,000,000

                      	 	 	 	
                        3716002802205

                      	 	
                        Zhuqun
      Peng

                      	 	 	70	%	
                        Zhonghua
      Peng

                      
	 
      	 	 
      	 	 	 	 	 	 	 	 	
                        Jingchang
      Yao

                      	 	 	15	%	 
      
	 
      	 	 
      	 	 	 	 	 	 	 	 	
                        Zhonghua
      Peng

                      	 	 	15	%	 
      
	
                        16

                      	 	
                        Zibo
      Guanzhilin Telecommunications Equipment Co., Ltd.

                      	 	 	
                        500,000

                      	 	 	 	
                        3703032800558

                      	 	
                        Zhuqun
      Peng

                      	 	 	75	%	
                        Xinhua
      Cheng

                      
	 
      	 	 
      	 	 	 	 	 	 	 	 	
                        Xinhua
      Cheng

                      	 	 	25	%	 
      
	
                        17

                      	 	
                        Rizhao
      Guanzhilin Mobile Phones Hypermarket Co., Ltd.

                      	 	 	
                        500,000

                      	 	 	 	
                        3711022800863

                      	 	
                        Jinzhong
      Yao

                      	 	 	40	%	
                        Jinzhong
      Yao

                      
	 
      	 	 
      	 	 	 	 	 	 	 	 	
                        Zhuqun
      Peng

                      	 	 	60	%	 
      
	
                        18

                      	 	
                        Taian
      Guanzhilin Mobile Phones Hypermarket Co., Ltd.

                      	 	 	
                        500,000

                      	 	 	 	
                        3709002808920

                      	 	
                        Xiangbing
      Xue

                      	 	 	60	%	
                        Xiangbin
      Xue

                      
	 
      	 	 
      	 	 	 	 	 	 	 	 	
                        Shuntian
      Xue

                      	 	 	40	%	 
      
	
                        19

                      	 	
                        Dezhou
      Guanzhilin Mobile Phones Hypermarket Co., Ltd.

                      	 	 	
                        1,000,000

                      	 	 	 	
                        3714002802787

                      	 	
                        Suzhou
      Guanzhilin

                      	 	 	5	%	
                        Jingchang
      Yao

                      
	 
      	 	 
      	 	 	 	 	 	 	 	 	
                        Zhonghua
      Peng

                      	 	 	15	%	 
      
	 
      	 	 
      	 	 	 	 	 	 	 	 	
                        Zhuqun
      Peng

                      	 	 	65	%	 
      
	 
      	 	 
      	 	 	 	 	 	 	 	 	
                        Jingchang
      Yao

                      	 	 	15	%	 
      
	
                        20

                      	 	
                        Weifang
      Runlin Guanzhilin Mobile Phones Hypermarket Co., Ltd.

                      	 	 	
                        500,000

                      	 	 	 	
                        3707052802625

                      	 	
                        Weixing
      Gao

                      	 	 	10	%	
                        Jiangke
      Xie

                      
	 
      	 	 
      	 	 	 	 	 	 	 	 	
                        Zhuqun
      Peng

                      	 	 	80	%	 
      
	 
      	 	 
      	 	 	 	 	 	 	 	 	
                        Yingen
      Peng

                      	 	 	10	%	 
      
	
                        21

                      	 	
                        Jinan
      Guanzhilin Mobile Phones Hypermarket Co., Ltd.

                      	 	 	
                        500,000

                      	 	 	 	
                        3701022804039

                      	 	
                        Zhuqun
      Peng

                      	 	 	77	%	
                        Leibing
      Wang

                      
	 
      	 	 
      	 	 	 	 	 	 	 	 	
                        Yingen
      Peng

                      	 	 	9	%	 
      
	 
      	 	 
      	 	 	 	 	 	 	 	 	
                        Weizhou
      Yao

                      	 	 	8	%	 
      
	 
      	 	 
      	 	 	 	 	 	 	 	 	
                        Weixing
      Gao

                      	 	 	6	%	 
      
	
                        22

                      	 	
                        Jinan
      Shidai Mobile Phones Square Co., Ltd.

                      	 	 	
                        1,000,000

                      	 	 	 	
                        3701002825308

                      	 	
                        Weixing
      Gao

                      	 	 	10	%	
                        Zhuqun
      Peng

                      
	 
      	 	 
      	 	 	 	 	 	 	 	 	
                        Zhuqun
      Peng

                      	 	 	80	%	 
      
	 
      	 	 
      	 	 	 	 	 	 	 	 	
                        Yingen
      Peng

                      	 	 	10	%	 
      
	
                        23

                      	 	
                        Qingdao
      Guanzhilin Mobile Phones Hypermarket Co., Ltd.

                      	 	 	
                        500,000

                      	 	 	 	
                        3702032813249

                      	 	
                        Weixing
      Gao

                      	 	 	10	%	
                        Qun
      Jiang

                      
	 
      	 	 
      	 	 	 	 	 	 	 	 	
                        Zhuqun
      Peng

                      	 	 	70	%	 
      
	 
      	 	 
      	 	 	 	 	 	 	 	 	
                        Yingen
      Peng

                      	 	 	10	%	 
      
	 
      	 	 
      	 	 	 	 	 	 	 	 	
                        Qun
      Jiang

                      	 	 	10	%	 
      
	
                        24

                      	 	
                        Taiyuan
      Guanzhilin Mobile Phones Hypermarket Co., Ltd.

                      	 	 	
                        600,000

                      	 	 	 	
                        1401002031299

                      	 	
                        Kebing
      Gong

                      	 	 	70	%	
                        Kebing
      Gong

                      
	 
      	 	 
      	 	 	 	 	 	 	 	 	
                        Jingtu
      Yao

                      	 	 	30	%	 
      
	
                        25

                      	 	
                        Shanxi
      Guanzhilin Telecommunications Equipment Co., Ltd.

                      	 	 	
                        1,000,000

                      	 	 	 	
                        140100200346480

                      	 	
                        Zhuqun
      Peng

                      	 	 	65	%	
                        Yongwen
      Peng

                      
	 
      	 	 
      	 	 	 	 	 	 	 	 	
                        Jintu
      Yao

                      	 	 	20	%	 
      
	 
      	 	 
      	 	 	 	 	 	 	 	 	
                        Yongwen
      Peng

                      	 	 	15	%	 
      
	
                        26

                      	 	
                        Datong
      Guanzhilin Mobile Phones Hypermarket Co., Ltd.

                      	 	 	
                        300,000

                      	 	 	 	
                        14020020067781/1

                      	 	
                        Libing
      Zhu

                      	 	 	66.7	%	
                        Libing
      Zhu

                      
	 
      	 	 
      	 	 	 	 	 	 	 	 	
                        Kebing
      Gong

                      	 	 	33.3	%	 
      
	
                        27

                      	 	
                        Shanghai
      Yanglin Telecommunications Equipment Co., Ltd.

                      	 	 	
                        500,000

                      	 	 	 	
                        310104000369676

                      	 	
                        Zhuqun
      Peng

                      	 	 	70	%	
                        Yong
      Cheng

                      
	 
      	 	 
      	 	 	 	 	 	 	 	 	
                        Sujuan
      Li

                      	 	 	15	%	 
      
	 
      	 	 
      	 	 	 	 	 	 	 	 	
                        Lei
      Bao

                      	 	 	15	%	 
      


              

            

          

        

      

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    SCHEDULE
2 LIST OF INTANGIBLE ASSETS

    

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Type

                                  	  	
                                    Name of Intangible Assets

                                  	  	
                                    Owner/ Applicant

                                  	  	
                                    Have applied to

                                    register or not

                                  	  	
                                    Name of

                                    Certificate

                                  	  	
                                    Certificate No.

                                  	  	
                                    Issuance Institution

                                  	  	
                                    Valid Period

                                  
	
                                    Trademark

                                  	 
      	
                                    Guanzhilin

                                  	 
      	
                                    Zhuqun
      Peng

                                  	 
      	
                                    Yes

                                  	 
      	
                                    Type
      35 of Trademark Registration Certificate

                                  	 
      	
                                    4043120

                                  	 
      	
                                    Trademark
      Bureau of State Administration of Industry and Commerce

                                  	 
      	
                                    20073282017327

                                  
	
                                    Domain
      Name

                                  	 
      	
                                    Guanzhilin

                                  	 
      	 
      	 
      	
                                    No

                                  	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                    Software

                                  	 
      	
                                    Boyuan
      ERP System

                                  	 
      	
                                    Using
      Right/ Ownership of Secondary Development

                                  	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                                      

                                  	
                                    EABAX
      Financial System

                                  	
                                      

                                  	
                                    Using
      Right/ Ownership of Secondary Development

                                  	
                                      

                                  	 
      	
                                      

                                  	 
      	
                                      

                                  	 
      	
                                      

                                  	 
      	
                                      

                                  	 
      


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    

      SCHEDULE
3 LIST OF RETAILING STORES

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	
                                                        S/N

                                                      	 	
                                                        Name

                                                      	 	
                                                        Opening

                                                        Date

                                                      	 	
                                                        Address

                                                      	 	
                                                        Region

                                                      	 	
                                                        Borrower

                                                      	 	
                                                        Lease Expiry

                                                        Date

                                                      	 	
                                                        Area in Use

                                                        (m2)

                                                      	 	
                                                        Monthly Rent

                                                        (2007) subject

                                                        to the Contract

                                                      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	
                                                        1

                                                      	 	
                                                        Leqiao
      Store

                                                      	 	
                                                        2001.9.6

                                                      	 	
                                                        No.
      1285 Renmin Road, Suzhou

                                                      	 	
                                                        Jiangsu

                                                      	 	
                                                        Suzhou
      Guanzhilin Telecommunications Equipment Co., Ltd.

                                                      	 	
                                                        2014.4.30

                                                      	 	
                                                        1200

                                                      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	
                                                        2

                                                      	 	
                                                        Wumei
      Store

                                                      	 	
                                                        2002.3.18

                                                      	 	
                                                        No.
      1543 Renmin Road, Suzhou

                                                      	 	
                                                        Jiangsu

                                                      	 	
                                                        Suzhou
      Guanzhilin Telecommunications Equipment Co., Ltd.

                                                      	 	
                                                        2009.3.31

                                                      	 	
                                                        200

                                                      	 	
                                                        ******

                                                      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	
                                                        3

                                                      	 	
                                                        Shilu
      No. 1 Store

                                                      	 	
                                                        2002.5.1

                                                      	 	
                                                        No.
      49 Jinmen Road Jinchang District Suzhou

                                                      	 	
                                                        Jiangsu

                                                      	 	
                                                        Suzhou
      Guanzhilin Telecommunications Equipment Co., Ltd.

                                                      	 	 
      	 	
                                                        140

                                                      	 	
                                                        ******

                                                      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	
                                                        4

                                                      	 	
                                                        Shilu
      No. 2 Store

                                                      	 	
                                                        2007.9.30

                                                      	 	
                                                        No.
      29 Shi Road, Jinchang District, Suzhou

                                                      	 	
                                                        Jiangsu

                                                      	 	
                                                        Suzhou
      Guanzhilin Telecommunications Equipment Co., Ltd.

                                                      	 	
                                                        2011.9.6

                                                      	 	
                                                        143

                                                      	 	
                                                        ******

                                                      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	
                                                        5

                                                      	 	
                                                        Mudu
      Store

                                                      	 	
                                                        2006.11.18

                                                      	 	
                                                        No.
      2 Zhongshi Street Mudu District, Suzhou

                                                      	 	
                                                        Jiangsu

                                                      	 	
                                                        Suzhou
      Guanzhilin Mobile Phones Hypermarket Co., Ltd.

                                                      	 	
                                                        2012.10.27

                                                      	 	
                                                        100

                                                      	 	
                                                        ******

                                                      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	
                                                        6

                                                      	 	
                                                        Nanmen
      Store

                                                      	 	
                                                        2006.12.26

                                                      	 	
                                                        No.
      458 Renmin Road, Suzhou

                                                      	 	
                                                        Jiangsu

                                                      	 	
                                                        Suzhou
      Guanzhilin Telecommunications Equipment Co., Ltd.

                                                      	 	
                                                        2010.10.19

                                                      	 	
                                                        120

                                                      	 	
                                                        ******

                                                      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	
                                                        7

                                                      	 	
                                                        Guanqian
      Store

                                                      	 	
                                                        2007.4.28

                                                      	 	
                                                        1/F,
      No. 212 Guanqian Street Renmin Road, Suzhou

                                                      	 	
                                                        Jiangsu

                                                      	 	
                                                        Suzhou
      Guanzhilin Telecommunications Equipment Co., Ltd.

                                                      	 	
                                                        2014.2.28

                                                      	 	
                                                        600

                                                      	 	
                                                        ******

                                                      


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

        
          


      

      
        *
Confidential material redacted and filed separately with the Securities and
Exchange Commission.

      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  8

                                	 	
                                  Suzhou
      Customer Service

                                	 	
                                  2006.8.1

                                	 	
                                  No.
      8, 10 Jiayufang, Suzhou

                                	 	
                                  Jiangsu

                                	 	
                                  Suzhou
      Guanzhilin Mobile Phones Hypermarket Co., Ltd.

                                	 	
                                  2016.7.31

                                	 	
                                  216

                                	 	
                                  ******

                                
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	
                                  9

                                	 	
                                  Wujiang
      Store

                                	 	
                                  2006.12.28

                                	 	
                                  No.
      49 Yongkang Road, Wujiang

                                	 	
                                  Jiangsu

                                	 	
                                  Suzhou
      Guanzhilin Telecommunications Equipment Co., Ltd.

                                	 	
                                  2011.12.31

                                	 	
                                  540

                                	 	
                                  ******

                                
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	
                                  10

                                	 	
                                  Shengze
      Store

                                	 	
                                  2006.12.28

                                	 	
                                  No.
      4 Shichang Road, Shengze, Wujiang

                                	 	
                                  Jiangsu

                                	 	
                                  Suzhou
      Guanzhilin Telecommunications Equipment Co., Ltd.

                                	 	
                                  2017.1.1

                                	 	
                                  132

                                	 	
                                  ******

                                
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	
                                  11

                                	 	
                                  Dajie
      Store

                                	 	
                                  2006.12.28

                                	 	
                                  No.
      42 Dajie Road, Shengze, Wujiang

                                	 	
                                  Jiangsu

                                	 	
                                  Suzhou
      Guanzhilin Telecommunications Equipment Co., Ltd.

                                	 	
                                  2011.12.31

                                	 	 
      	 	
                                  ******

                                
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	
                                  12

                                	 	
                                  Kunshan
      Store

                                	 	
                                  2006.3.11

                                	 	
                                  No.
      97-7 Renmin Road South Yushan District, Kunshan

                                	 	
                                  Jiangsu

                                	 	
                                  Suzhou
      Guanzhilin Mobile Phones Hypermarket Co., Ltd.

                                	 	
                                  2011.3.5

                                	 	
                                  800

                                	 	
                                  ******

                                
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	
                                  13

                                	 	
                                  Kunshan
      No. 2 Store

                                	 	
                                  2007.7.1

                                	 	
                                  No.
      165 Renmin Road South Yushan District, Kunshan

                                	 	
                                  Jiangsu

                                	 	
                                  Kunshan
      Guanzhilin Telecommunications Equipment Co., Ltd.

                                	 	
                                  2008.6.15

                                	 	
                                  240

                                	 	
                                  ******

                                
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	
                                  14

                                	 	
                                  Taicang
      Store

                                	 	
                                  2008.4.1

                                	 	
                                  No.
      70 Xinhua Road East, Taicang

                                	 	
                                  Jiangsu

                                	 	
                                  Suzhou
      Guanzhilin Telecommunications Equipment Co., Ltd.

                                	 	
                                  2011.3.31

                                	 	
                                  360

                                	 	
                                  ******

                                
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	
                                  15

                                	 	
                                  Zhongshan
      Store

                                	 	
                                  2007.1.8

                                	 	
                                  No.
      2 Dacheng Street, Wuxi

                                	 	
                                  Jiangsu

                                	 	
                                  Wuxi
      Guanzhilin Mobile Phones Hypermarket Co., Ltd.

                                	 	
                                  2009.1.7

                                	 	
                                  149.56

                                	 	
                                  ******

                                


                        

                      

                    

                  

                

              

            

          

        

      

        

        

      

      
        *
Confidential material redacted and filed separately with the Securities and
Exchange Commission.

      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      
        
          	
                  16

                	 
      	
                  Tianan
      Store

                	 
      	
                  2004.5.1

                	 
      	
                  1/F,
      Tianan Building, Wuxi

                	 
      	
                  Jiangsu

                	 
      	
                  Wuxi
      Guanzhilin Mobile Phones Hypermarket Co., Ltd.

                	 
      	
                  2008.4.30

                	 
      	
                  110

                	 
      	
                  ******

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  17

                	 
      	
                  Xinjiekou
      Store

                	 
      	
                  2007.2.1

                	 
      	
                  A17
      Zhenghong Shopping Center, Hongwu Road, Baixia District,
      Nanjing

                	 
      	
                  Jiangsu

                	 
      	
                  Suzhou
      Guanzhilin Telecommunications Equipment Co., Ltd.

                	 
      	
                  2013.1.20

                	 
      	
                  250.7

                	 
      	
                  ******

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  18

                	 
      	
                  Jiangning
      Store

                	 
      	
                  2007.6.1

                	 
      	
                  No.
      1 Dajie Road West Dongshan Street Jiangning District,
    Nanjing

                	 
      	
                  Jiangsu

                	 
      	
                  Nanjing
      Guanzhilin Telecommunications Equipment Co., Ltd.

                	 
      	
                  2017.6.19

                	 
      	
                  140

                	 
      	
                  ******

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  19

                	 
      	
                  Yangzhou
      Store

                	 
      	
                  2005.10.1

                	 
      	
                  No.
      9 Siwangting Road, Yangzhou

                	 
      	
                  Jiangsu

                	 
      	
                  Suzhou
      Guanzhilin Mobile Phones Hypermarket Co., Ltd.

                	 
      	
                  2016.2.28

                	 
      	
                  350

                	 
      	
                  ******

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  20

                	 
      	
                  Yancheng
      Store

                	 
      	
                  2005.9.8

                	 
      	
                  No.
      59 Jianjun Road Middle, Yancheng

                	 
      	
                  Jiangsu

                	 
      	
                  Shanghai
      Yinqi Telecommunications Equipment Co., Ltd. Guanzhi Mobile Phones
      Hypermarket Nantong Branch

                	 
      	
                  2010.9.17

                	 
      	
                  300

                	 
      	
                  ******

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  21

                	 
      	
                  Xuzhou
      Store

                	 
      	
                  2005.9.18

                	 
      	
                  No.
      125-3 Huaihai Road East, Xuzhou

                	 
      	
                  Jiangsu

                	 
      	
                  Suzhou
      Guanzhilin Mobile Phones Hypermarket Co., Ltd.

                	 
      	
                  2010.9.30

                	 
      	
                  400

                	 
      	
                  ******

                


        

      

       

      
        


      
        *
Confidential material redacted and filed separately with the Securities and
Exchange Commission.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      
        
          	
                  22

                	 
      	
                  Xuzhou
      No. 2 Store

                	 
      	
                  2007.10.1

                	 
      	
                  No.
      137 Huaihai Road East, Xuzhou

                	 
      	
                  Jiangsu

                	 
      	
                  Xuzhou
      Guanzhilin Mobile Phones Hypermarket Co., Ltd.

                	 
      	
                  2013.10.15

                	 
      	
                  1250

                	 
      	
                  ******

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  23

                	 
      	
                  Nantong
      Store

                	 
      	
                  2002.3.1

                	 
      	
                  No.
      3 Renmin Road East Nantong

                	 
      	
                  Jiangsu

                	 
      	
                  Nantong
      Guanzhilin Telecommunications Equipment Co., Ltd.

                	 
      	
                  Till
      now

                	 
      	
                  593

                	 
      	
                  ******

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  24

                	 
      	
                  Qidong
      Store

                	 
      	
                  2007.8.8

                	 
      	
                  Gate
      7-8 B Area Gongyuan Road Middle, Qidong

                	 
      	
                  Jiangsu

                	 
      	
                  Nantong
      Guanzhilin Telecommunications Equipment Co., Ltd.

                	 
      	
                  2015.8.11

                	 
      	
                  110.8

                	 
      	
                  ******

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  25

                	 
      	
                  Taizhou
      Store

                	 
      	
                  2007.8.18

                	 
      	
                  No.
      114 Tongluowan Square, Pozi Street, Hailing District,
    Taizhou

                	 
      	
                  Jiangsu

                	 
      	
                  Taizhou
      Hailing Guanzhilin Telecommunications Equipment Co., Ltd.

                	 
      	
                  2012.9.12

                	 
      	
                  280.82

                	 
      	
                  ******

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  26

                	 
      	
                  Heze
      Store

                	 
      	
                  2005.9.26

                	 
      	
                  No.
      1 Dongfanghong Street West, Heze

                	 
      	
                  Shandong

                	 
      	
                  Suzhou
      Guanzhilin Mobile Phones Hypermarket Co., Ltd. Jinan
Branch

                	 
      	
                  2017.8.15

                	 
      	
                  670

                	 
      	
                  ******

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  27

                	 
      	
                  Zaozhuang
      Store

                	 
      	
                  2005.12.25

                	 
      	
                  No.
      39 Junshan Road, Shizhong District, Zaozhuang

                	 
      	
                  Shandong

                	 
      	
                  Zaozhuang
      Guanzhilin Mobile Phones Hypermarket Co., Ltd.

                	 
      	
                  2012.8.31

                	 
      	
                  460

                	 
      	
                  ******

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  28

                	 
      	
                  Jining
      Store

                	 
      	
                  2004.9.1

                	 
      	
                  1/F,
      Jining Cinema No. 1 Guhuai Road, Jining

                	 
      	
                  Shandong

                	 
      	
                  Zhuqun
      Peng, Ping Huang

                	 
      	
                  2010.12.1

                	 
      	
                  400

                	 
      	
                  ******

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  29

                	 
      	
                  Dongying
      No.3 Store

                	 
      	
                  2007.7.9

                	 
      	
                  No.
      54 Jinan Road, Dongying

                	 
      	
                  Shandong

                	 
      	 
      	 
      	
                  2010.5.1

                	 
      	
                  250

                	 
      	
                  ******

                


        

      

       

      
        


      
        *
Confidential material redacted and filed separately with the Securities and
Exchange Commission.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      
        
          	
                  30

                	 
      	
                  Dongying
      Old Store

                	 
      	
                  2005.7.16

                	 
      	
                  Household
      Electrical Appliances Department, Department Store,
    Dongying

                	 
      	
                  Shandong

                	 
      	
                  Zibo
      Guanzhilin Telecommunications Equipment Co., Ltd.

                	 
      	
                  2010.7.15

                	 
      	
                  180

                	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  31

                	 
      	
                  Bingzhou
      Store

                	 
      	
                  2005.7.8

                	 
      	
                  West
      to cinema on No.7 Bohaiqi Road, Bingzhou

                	 
      	
                  Shandong

                	 
      	
                  Bingzhou
      Guanzhilin Mobile Phones Hypermarket Co., Ltd.

                	 
      	
                  2012.6.19

                	 
      	
                  400

                	 
      	
                  ******

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  32

                	 
      	
                  Zibo
      Store

                	 
      	
                  2004.12.26

                	 
      	
                  No.
      1 Shanshi Street, Zhangdian District, Zibo

                	 
      	
                  Shandong

                	 
      	
                  Zibo
      Guanzhilin Telecommunications Equipment Co., Ltd.

                	 
      	
                  2014.3.15

                	 
      	
                  200

                	 
      	
                  ******

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  33

                	 
      	
                  Linzi
      Store

                	 
      	
                  2005.5.1

                	 
      	
                  Shengda
      Supermarket, Linzi, Zibo

                	 
      	
                  Shandong

                	 
      	
                  Zibo
      Guanzhilin Telecommunications Equipment Co., Ltd.

                	 
      	
                  2008.5.19

                	 
      	
                  85

                	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  34

                	 
      	
                  Rizhao
      Store

                	 
      	
                  2005.9.1

                	 
      	
                  No.
      22 Middle Haiqu Road, Rizhao

                	 
      	
                  Shandong

                	 
      	 
      	 
      	
                  2012.3.15

                	 
      	
                  708.5

                	 
      	
                  ******

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  35

                	 
      	
                  Taian
      Store

                	 
      	
                  2004.6.18

                	 
      	
                  No.
      11 Tiantingyuan, Longtan Road, Taian

                	 
      	
                  Shandong

                	 
      	 
      	 
      	
                  2009.6.8

                	 
      	
                  320

                	 
      	
                  ******

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  36

                	 
      	
                  Taian
      No. 2 Store

                	 
      	 
      	 
      	
                  Zhongduan
      Dai Temple Office Liangxiao, Caiyuan Street, Taian

                	 
      	
                  Shandong

                	 
      	
                  Taian
      Guanzhilin Mobile Phones Hypermarket Co., Ltd.

                	 
      	
                  2009.12.31

                	 
      	
                  480

                	 
      	
                  ******

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  37

                	 
      	
                  Dezhou
      No. 1 Store

                	 
      	
                  2004.6.26

                	 
      	
                  1/F
      Xinhua Building, Wenhua Road, Decheng District, Dezhou

                	 
      	
                  Shandong

                	 
      	
                  Suzhou
      Guanzhilin Mobile Phones Hypermarket Co., Ltd. Jinan
Branch

                	 
      	
                  2009.6.15

                	 
      	
                  322

                	 
      	
                  ******

                


        

      

       

      
        


      
        *
Confidential material redacted and filed separately with the Securities and
Exchange Commission.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      
        
          	
                  38

                	 
      	
                  Dezhou
      No. 2 Store

                	 
      	
                  2007.8.1

                	 
      	
                  1/F
      Madunhe Shopping Center, Hubing Road South, Dezhou

                	 
      	
                  Shandong

                	 
      	
                  Dezhou
      Guanzhilin Mobile Phones Hypermarket Co., Ltd.

                	 
      	
                  2010.6.9

                	 
      	
                  380

                	 
      	
                  ******

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  39

                	 
      	
                  Weifang
      No. 2 Store

                	 
      	
                  2007.9.8

                	 
      	
                  No.
      1 Building, No. 569 Shengli Street West, Weicheng District,
      Weifang

                	 
      	
                  Shandong

                	 
      	
                  Weifang
      Runlin Guanzhilin Mobile Phones Hypermarket Co., Ltd.

                	 
      	
                  2013.7.21

                	 
      	
                  133.36

                	 
      	
                  ******

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  40

                	 
      	
                  Weifang
      No. 1 Store

                	 
      	
                  2007.1.30

                	 
      	
                  No.
      381 Dongfeng Street East, Weifang

                	 
      	
                  Shandong

                	 
      	
                  Jinan
      Guanzhilin Mobile Phones Hypermarket Co., Ltd.

                	 
      	
                  2015.12.15

                	 
      	
                  400

                	 
      	
                  ******

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  41

                	 
      	
                  Quancheng
      Road Store

                	 
      	
                  2003.7.1

                	 
      	
                  No.
      21 Baobei Road, Jinan

                	 
      	
                  Shandong

                	 
      	
                  Shanghai
      Yinqi Telecommunications Equipment Co., Ltd.

                	 
      	
                  2009.8.16

                	 
      	
                  680

                	 
      	
                  ******

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  42

                	 
      	
                  Honglou
      Store

                	 
      	 
      	 
      	
                  No.
      29 Honglou Road West, Licheng District, Jinan

                	 
      	
                  Shandong

                	 
      	
                  Jinan
      Guanzhilin Mobile Phones Hypermarket Co., Ltd.

                	 
      	
                  2014.2.28

                	 
      	
                  140

                	 
      	
                  ******

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  43

                	 
      	
                  Jinan
      Customer Service

                	 
      	
                  2006.12.10

                	 
      	
                  1/F
      First Room at West Gate, Huier Shopping Center, Jinan

                	 
      	
                  Shandong

                	 
      	
                  Suzhou
      Guanzhilin Mobile Phones Hypermarket Co., Ltd. Jinan
Branch

                	 
      	
                  2009.12.9

                	 
      	
                  85

                	 
      	
                  ******

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  44

                	 
      	
                  Unicom
      Shidai Store

                	 
      	
                  2005.8.1

                	 
      	
                  1/F
      Fengli Building, No. 318 Quancheng Road, Jinan

                	 
      	
                  Shandong

                	 
      	
                  Jinan
      Shidai Mobile Phones Square Co., Ltd.

                	 
      	
                  2010.5.20

                	 
      	
                  1700

                	 
      	
                  ******

                


        

      

      

        


      
        *
Confidential material redacted and filed separately with the Securities and
Exchange Commission.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      
        
          	
                  45

                	 
      	
                  Qingdao
      Store

                	 
      	
                  2007.9.19

                	 
      	
                  1/F
      No. 58 Taidongsan Road, Shibei
District,  Qingdao

                	 
      	
                  Shandong

                	 
      	 
      	 
      	
                  2010.8.31

                	 
      	
                  280

                	 
      	
                  ******

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  46

                	 
      	
                  Taiyuan
      Store

                	 
      	
                  2006.7.28

                	 
      	
                  1/F
      Zhongcai Building, No. 6 Jiefang Road South, Taiyuan

                	 
      	
                  Shanxi

                	 
      	 
      	 
      	
                  2012.12.26

                	 
      	
                  1858

                	 
      	
                  ******

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  47

                	 
      	
                  Fubaijia
      Store

                	 
      	
                  2007.8.23

                	 
      	
                  Fujiabai
      Shopping Mall Jiefang Road, Taiyuan

                	 
      	
                  Shanxi

                	 
      	
                  Taiyuan
      Guanzhilin Mobile Phones Hypermarket Co., Ltd.

                	 
      	
                  2012.8.19

                	 
      	
                  448

                	 
      	
                  ******

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  48

                	 
      	
                  Tangming
      Store

                	 
      	
                  2007.12.15

                	 
      	
                  No.
      201 1/F Tangming Restaurant, Yingze Street, Taiyuan

                	 
      	
                  Shanxi

                	 
      	
                  Shanxi
      Guanzhilin Telecommunications Equipment Co., Ltd.

                	 
      	
                  2012.11.8

                	 
      	
                  230

                	 
      	
                  ******

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  49

                	 
      	
                  Datong
      No. 1 Store

                	 
      	
                  2007.4.28

                	 
      	
                  No.
      41, Daxi Street, Datong

                	 
      	
                  Shanxi

                	 
      	
                  Datong
      Guanzhilin Mobile Phones Hypermarket Co., Ltd.

                	 
      	
                  2012.4.27

                	 
      	
                  300

                	 
      	
                  ******

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  50

                	 
      	
                  Datong
      No. 2 Store

                	 
      	
                  2007.10.1

                	 
      	
                  No.
      1 Daxi Street, Datong

                	 
      	
                  Shanxi

                	 
      	
                  Datong
      Guanzhilin Mobile Phones Hypermarket Co., Ltd.

                	 
      	
                  2012.10.1

                	 
      	
                  900

                	 
      	
                  ******

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  51

                	 
      	
                  Xuhui
      Store

                	 
      	
                  2007.2.14

                	 
      	
                  No.
      1033 Zhaojiabang Road, Xuhui District, Shanghai

                	 
      	
                  Shanghai

                	 
      	
                  Suzhou
      Guanzhilin Telecommunications Equipment Co., Ltd.

                	 
      	
                  2015.1.8

                	 
      	
                  102

                	 
      	
                  ******

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  52

                	 
      	
                  Sanlin
      Store

                	 
      	
                  2007.5.1

                	 
      	
                  Lingyan
      Road South, Pudong, Shanghai

                	 
      	
                  Shanghai

                	 
      	
                  Shanghai
      Yanglin Telecommunications Equipment Co., Ltd.

                	 
      	
                  2012.12.31

                	 
      	
                  150

                	 
      	
                  ******

                


        

      

       

      
        


      
        *
Confidential material redacted and filed separately with the Securities and
Exchange Commission.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      
        
          	
                  53

                	 
      	
                  Songjiang
      Store

                	 
      	
                  2007.9.8

                	 
      	
                  No.
      226 Zhongshan Road Middle, Songjiang, Shanghai

                	 
      	
                  Shanghai

                	 
      	
                  Shanghai
      Yanglin Telecommunications Equipment Co., Ltd.

                	 
      	
                  2012.9.9

                	 
      	
                  148

                	 
      	
                  ******

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  54

                	 
      	
                  Jiading
      Store

                	 
      	
                  2007.3.8

                	 
      	
                  No.
      2 Chengzhong Road, Jiading, Shanghai

                	 
      	
                  Shanghai

                	 
      	
                  Suzhou
      Guanzhilin Telecommunications Equipment Co., Ltd.

                	 
      	
                  2012.3.15

                	 
      	
                  220

                	 
      	
                  ******

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  55

                	 
      	
                  Tesco
      Store

                	 
      	
                  2007.9.6

                	 
      	
                  No.
      2 Chengzhong Road, Jiading, Shanghai

                	 
      	
                  Shanghai

                	 
      	
                  Shanghai
      Yanglin Telecommunications Equipment Co., Ltd.

                	 
      	
                  2009.8.31

                	 
      	
                  75.5

                	 
      	
                  ******

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  56

                	 
      	
                  Songjiang
      No. 2 Store

                	 
      	
                  2008.4.12

                	 
      	
                  No.
      219 Zhongshan Road Middle, Songjiang, Shanghai

                	 
      	
                  Shanghai

                	 
      	
                  Shanghai
      Yanglin Telecommunications Equipment Co., Ltd.

                	 
      	
                  2011.3.31

                	 
      	
                  80

                	 
      	
                  ******

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  57

                	 
      	
                  Liaocheng
      Store

                	 
      	
                  2004.12.22

                	 
      	
                  No.
      73 Liuyuan Road North, Liaocheng

                	 
      	
                  Shandong

                	 
      	
                  Suzhou
      Guanzhilin Telecommunications Equipment Co., Ltd.

                	 
      	
                  2007.12.26

                	 
      	
                  230

                	 
      	
                  ******

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  58

                	 
      	
                  Linyi
      Store

                	 
      	
                  2005.8.28

                	 
      	
                  Household
      Electrical Appliances Department of Kaimei Electrical Appliances Co.,
      Ltd., Linyi

                	 
      	
                  Shandong

                	 
      	
                  Zibo
      Telecommunications Equipment Co., Ltd.

                	 
      	
                  2012.6.27

                	 
      	
                  400

                	 
      	
                  ******

                


        

      

       

      
        


      
        *
Confidential material redacted and filed separately with the Securities and
Exchange Commission.