China TransInfo Technology Corp.: Exhibit 10.1 - Filed by
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Exhibit 10.1

SECURITIES PURCHASE AGREEMENT 

This Securities Purchase
Agreement (this “Agreement”) is dated as of February 21st, 2010, by and
between China TransInfo Technology Corp., a Nevada corporation (the
“Company”) and the investor identified on the signature page hereto (the
“Investor”). 

WHEREAS, subject to the terms and
conditions set forth in this Agreement and pursuant to an effective registration
statement under the Securities Act of 1933, as amended, the Company desires to
issue and sell to the Investor, and the Investor desires to purchase from the
Company certain securities of the Company, as more fully described in this
Agreement.

NOW, THEREFORE, IN CONSIDERATION
of the mutual covenants contained in this Agreement, and for other good and
valuable consideration the receipt and adequacy of which are hereby
acknowledged, the Company and the Investor agree as follows: 

ARTICLE 1. 
DEFINITIONS 

1.1. Definitions. In
addition to the terms defined elsewhere in this Agreement, for all purposes of
this Agreement, the following terms shall have the meanings indicated in this
Section 1.1: 

“Acquiring Person” shall have the meaning ascribed to
such term in Section 4.4. 

“Action” means any action,
suit, inquiry, notice of violation, proceeding (including any partial proceeding
such as a deposition) or investigation pending or threatened in writing against
or affecting the Company, any Subsidiary or any of their respective properties
before or by any court, arbitrator, governmental or administrative agency,
regulatory authority (federal, state, county, local or foreign), stock market,
stock exchange or trading facility. 

“Affiliate” means, with
respect to any Person, any other Person that, directly or indirectly through one
or more intermediaries, controls, or is controlled by, or is under common
control with a Person as such terms are used in and construed under Rule 405
under the Securities Act. 

“Board of Directors” means the board of directors of the
Company. 

“Business Day” means any
day except Saturday, Sunday and any day on which on which banking institutions
in the State of New York or the PRC are authorized or required by law or other
governmental action to close. 

“Closing” means the
closing of the purchase and sale of the Shares pursuant to Section 2.1. 

“Closing Date” means the
Trading Day on which all of the Transaction Documents have been executed and
delivered by the applicable parties thereto, and all conditions precedent to (i)
the Investor’s obligations to pay the Purchase Price and (ii) the Company’s obligations to deliver the Shares, in each case, have been
satisfied or waived, but in no event later than the third Trading Day following
the date hereof. 




“Commission” means the United States Securities and
Exchange Commission. 

“Common Stock” means the
common stock of the Company, par value $0.001 per share, and any other class of
securities into which such securities may hereafter be reclassified or
changed.

“Evaluation Date” shall
have the meaning ascribed to such term in Section 3.1(q) .

“Exchange Act” means the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder. 

“GAAP” shall have the meaning ascribed to such term in
Section 3.1(h) . 

“Indebtedness” shall have the meaning ascribed to such
term in Section 3.1(y) . 

“Intellectual Property
Rights” shall have the meaning ascribed to such term in Section 3.1(o) .


“Investor Party” shall have the meaning ascribed to such
term in Section 4.5. 

“Lien” means a lien,
charge, security interest, encumbrance, right of first refusal, preemptive right
or other restriction. 

“Material Adverse Effect”
means any of (i) a material and adverse effect on the legality, validity or
enforceability of any Transaction Document, (ii) a material and adverse effect
on the results of operations, assets, prospects, business or condition
(financial or otherwise) of the Company and the Operating Entities (as defined
below), taken as a whole, or (iii) a material and adverse impairment to the
Company’s ability to perform on a timely basis its obligations under any
Transaction Document. 

“Material Permits” shall
have the meaning ascribed to such term in Section 3.1(m) . 

“Money Laundering Laws” has the meaning set forth in
Section 3.1(ee) . 

“Person” means an
individual or corporation, partnership, trust, incorporated or unincorporated
association, joint venture, limited liability company, joint stock company,
government (or an agency or subdivision thereof) or other entity of any kind.


“PRC” means the People’s
Republic of China, not including Taiwan, Hong Kong and Macau. 

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“Proceeding” means an
action, claim, suit, investigation or proceeding (including, without limitation,
an informal investigation or partial proceeding, such as a deposition), whether
commenced or threatened. 

“Prospectus” means the final prospectus filed for the
Registration Statement. 

“Prospectus Supplement”
means the supplement to the Prospectus complying with Rule 424(b) of the
Securities Act that is filed with the Commission and delivered by the Company to
the Investor at the Closing. 

“Purchase Price” means the
Purchase Price indicated on the Investor’s signature page to this Agreement.


“Registration Statement”
means the effective registration statement with Commission file No. 333-162689
which registers the sale of the Shares. 

“Required Approvals” shall
have the meaning ascribed to such term in Section 3.1(e) . 

“Rule 144” means Rule 144
promulgated by the Commission pursuant to the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such Rule.

“Rule 424” means Rule 424
promulgated by the Commission pursuant to the Securities Act, as such Rule may
be amended or interpreted from time to time, or any similar rule or regulation
hereafter adopted by the Commission having substantially the same purpose and
effect as such Rule. 

“SEC Reports” shall have the meaning ascribed to such
term in Section 3.1(h) . 

“Securities Act” means the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder. 

“Shares” means the shares
of Common Stock issued or issuable to the Investor pursuant to this Agreement.


“Short Sales” means all
“short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act
(but shall not be deemed to include the location and/or reservation of
borrowable shares of Common Stock).

“Securities Act” means the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder. 

“Subsidiary” means, as to
the Company, any “subsidiary” as defined in Rule 1-02(x) of the Regulation S-X
promulgated by the Commission under the Exchange Act. 

“Trading Day” means a day
on which the principal Trading Market is open for trading. 

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“Trading Market” means any
of the following markets or exchanges on which the Common Stock is listed or
quoted for trading on the date in question: the NYSE AMEX, the Nasdaq Capital
Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York
Stock Exchange or the OTC Bulletin Board (or any successors to any of the
foregoing). 

“Transaction Documents”
means this Agreement and any other documents or agreements executed in
connection with the transactions contemplated hereunder. 

“Transfer Agent” means
Interwest Transfer Company, Inc., the current transfer agent of the Company,
with a mailing address of 1981 E. Murray Holladay Road, Suite 100, Salt Lake
City, Utah 84117and a facsimile number of (801) 277-3147, and any successor
transfer agent of the Company.

ARTICLE 2. 
PURCHASE AND SALE 

2.1. Closing. Upon the
terms and subject to the conditions set forth herein, substantially concurrent
with the execution and delivery of this Agreement by the parties hereto, the
Company agrees to sell, and the Investor agrees to purchase the Shares in the
amount set forth below the Investors’ name on the signature page hereto. The
Investor shall deliver to the Company, via wire transfer, immediately available
funds equal to the Purchase Price as set forth on the signature page hereto
executed by the Investor and the Company shall deliver to the Investor the
Shares, and the Company and the Investor shall deliver the other items set forth
in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants
and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place
at the offices of the Company on the Closing Date or at such other location as
the parties may mutually agree. 

2.2. Deliveries.

(a) On or prior to the Closing
Date, the Company shall deliver or cause to be delivered to the Investor the
following: 

(i) this Agreement duly executed by the Company;

(ii) a copy of the stock
certificate representing the number of Shares, registered in the name of the
Investor against payment of the Investor’s Purchase Price in United States
dollars and in immediately available funds, by wire transfer to an account
designated in writing by the Company;

(iii) the Prospectus and
Prospectus Supplement (which may be delivered in accordance with Rule 172 under
the Securities Act) 

(b) On or prior to the Closing
Date, the Investor shall deliver or cause to be delivered to the Company the
following:

(i) this Agreement duly executed by the Investor; and

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(ii) the Purchase Price for the
Shares in United States dollars and in immediately available funds, by wire
transfer to an account designated in writing by the Company for such
purpose.

2.3. Closing Conditions.

(a) The obligations of the
Company hereunder in connection with the Closing are subject to the following
conditions being met: 

(i) the accuracy in all material
respects on the Closing Date of the representations and warranties of the
Investor contained herein (unless as of a specific date therein);

(ii) all obligations, covenants
and agreements of the Investor required to be performed at or prior to the
Closing Date shall have been performed; and 

(iii) the delivery by the
Investor of the items set forth in Section 2.2(b) of this Agreement. 

(b) The respective obligations of
the Investor hereunder in connection with the Closing are subject to the
following conditions being met:

(i) the accuracy in all material
respects when made and on the Closing Date of the representations and warranties
of the Company contained herein (unless as of a specific date therein);

(ii) all obligations, covenants
and agreements of the Company required to be performed at or prior to the
Closing Date shall have been performed;

(iii) the delivery by the Company
of the items set forth in Section 2.2(a) of this Agreement;

(iv) there shall have been no
Material Adverse Effect with respect to the Company and the Operating Entities
since the date hereof; 

(v) no judgment, writ, order,
injunction, award or decree of or by any court, or judge, justice or magistrate,
including any bankruptcy court or judge, or any statute, rule, regulation, order
of or by any governmental authority, shall have been enacted, promulgated or
issued, and no action or proceeding shall have been instituted by any
governmental authority, enjoining or preventing the consummation of the
transactions contemplated by the Transaction Documents; and

(vi) from the date hereof to the
Closing Date, trading in the Common Stock shall not have been suspended by the
Commission or the Company’s principal Trading Market (except for any suspension
of trading of limited duration agreed to by the Company, which suspension shall
be terminated prior to the Closing), and, at any time prior to the Closing Date,
trading in securities generally as reported by Bloomberg L.P. shall not have
been suspended or limited, or minimum prices shall not have been established on
securities whose trades are reported by such service, or on any Trading Market,
nor shall a banking moratorium have been declared either by the United States or
New York State authorities nor shall there have occurred any material outbreak
or escalation of hostilities or other national or international calamity of such
magnitude in its effect on, or any material adverse change in, any financial
market which, in each case, in the reasonable judgment of the Investor, makes it
impracticable or inadvisable to purchase the Shares at the Closing.

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ARTICLE 3. 
REPRESENTATIONS AND WARRANTIES 

3.1. Representations and
Warranties of the Company. The Company hereby makes the following
representations and warranties to the Investor as of the date hereof and the
Closing Date: 

(a) Subsidiaries. The
Company has no direct or indirect Subsidiaries other than as specified in the
SEC Reports. The Company owns, directly or indirectly, all of the capital stock
of each Subsidiary free and clear of any and all Liens, and all the issued and
outstanding shares of capital stock of each Subsidiary are validly issued and
are fully paid, non-assessable and free of preemptive and similar rights.

(b) Organization and
Qualification. Each of the Company, Cabowise International Ltd.
(“Cabowise”), Intra-Asia Entertainment Corporation (“Intra-Asia Delaware”),
Oriental Intra-Asia Entertainment (China) Limited (“IAEC”), Intra-Asia
Entertainment (Asia-Pacific) Limited (“IAEAP”), Oriental Intra-Asia
Entertainment (China) Limited (“Oriental”), China TransInfo Technology Group
Co., Ltd. (“Group Company”), Beijing PKU Chinafront High Technology Co., Ltd.
(“PKU”), Shanghai Yootu Information Technology Co., Ltd. (“SYIT”), Beijing Tian
Hao Ding Xin Science and Technology Co., Ltd. (“BTHDX”), China TranWiseway
Information Technology Co., Ltd. (“CTWIT”), Beijing Zhangcheng Culture and Media
Co., Ltd. (“BZCM”), Beijing Zhangcheng Science & Technology Co., Ltd.
(“BZST”), Dalian Dajian Zhitong Information Service Co., Ltd. (“DDZIS”) and
Xinjiang Zhangcheng Science and Technology Co., Ltd. (“XZST”; collectively, with
Cabowise, Intra-Asia Delaware, IAEC, IAEAP, Oriental, Group Company, PKU, SYIT,
BTHDX, CTWIT, BZCM, BZST and DDZIS, the “Operating Entities”; each an “Operating
Entity”), is duly organized, validly existing and in good standing under the
laws of their respective jurisdictions of incorporation or organization. Except
as would not reasonably be expected to have a Material Adverse Effect, each of
the Company and the Operating Entities has all requisite power and authority to
own and use its properties and assets and to carry on its business as currently
conducted. Neither the Company nor any Operating Entity is in violation of any
of the provisions of its respective certificate or articles of incorporation,
bylaws or other organizational or charter documents. The Company and each
Operating Entity are duly qualified to conduct its respective businesses and are
in good standing as a foreign corporation or other entity in each jurisdiction
in which the nature of the business conducted or property owned by it makes such
qualification necessary, except where the failure to be so qualified or in good
standing, as the case may be, could not, individually or in the aggregate, have
or reasonably be expected to result in a Material Adverse Effect. To the
Company’ best knowledge, no Proceeding has been instituted in any jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or
curtail, such power and authority or qualification.


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(c) Authorization;
Enforcement. The Company has the requisite corporate power and authority to
enter into and to consummate the transactions contemplated by each of the
Transaction Documents and otherwise to carry out its obligations thereunder. The
execution and delivery of each of the Transaction Documents by the Company and
the consummation by it of the transactions contemplated thereby have been duly
authorized by all necessary action on the part of the Company and no further
action is required by the Company or any Subsidiary in connection therewith.
Each Transaction Document has been (or upon delivery will have been) duly
executed by the Company and, when delivered in accordance with the terms hereof,
will constitute the valid and binding obligation of the Company enforceable
against the Company in accordance with its terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation or similar laws relating to, or affecting generally the enforcement
of, creditors’ rights and remedies or by other equitable principles of general
application. 

(d) No Conflicts. The
execution, delivery and performance of the Transaction Documents by the Company
and the consummation by the Company of the transactions contemplated thereby do
not and will not (i) conflict with or violate any provision of the Company’s or
any Operating Entity’s certificate or articles of incorporation, bylaws or other
organizational or charter documents as in effect on the date hereof, or (ii)
conflict with, or constitute a default (or an event that with notice or lapse of
time or both would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation (with or without notice,
lapse of time or both) of, any agreement, credit facility, debt or other
instrument (evidencing a Company or an Operating Entity debt or otherwise) or
other understanding to which the Company or any Operating Entity is a party or
by which any property or asset of the Company or any Operating Entity is bound
or affected, or (iii) result in a violation of any law, rule, regulation, order,
judgment, injunction, decree or other restriction of any court or governmental
authority to which the Company or an Operating Entity is subject (including
federal and state securities laws and regulations), or by which any property or
asset of the Company or an Operating Entity is bound or affected; except in the
case of each of clauses (ii) and (iii), such as could not, individually or in
the aggregate, have or reasonably be expected to result in a Material Adverse
Effect. 

(e) Filings, Consents and
Approvals. Neither the Company nor any Operating Entity is required to
obtain any consent, waiver, authorization or order of, give any notice to, or
make any filing or registration with, any United States or PRC court or other
federal, state, local or other governmental authority or other Person in
connection with the execution, delivery and performance by the Company of the
Transaction Documents, other than (i) the filing required pursuant to Section
4.3 of this Agreement; (ii) the filing with the Commission of the Prospectus
Supplement, (iii) application(s) to each applicable Trading Market for the
listing of the Shares for trading thereon in the time and manner required
thereby and (iv) such filings as are required to be made under applicable state
securities laws (collectively, the “Required Approvals”). 

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(f) Issuance of the Shares;
Registration. The Shares have been duly authorized and, when issued and paid
for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and
nonassessable, free and clear of all Liens. The Company has reserved from its
duly authorized capital stock the shares of Common Stock issuable pursuant to
this Agreement in order to issue the Shares. The Company has prepared and filed
the Registration Statement in conformity with the requirements of the Securities
Act, which became effective on November 16, 2009 (the “Effective Date”),
including the Prospectus, and such amendments and supplements thereto as may
have been required to the date of this Agreement. The Registration Statement is
effective under the Securities Act and, to the Company’s knowledge, no stop
order preventing or suspending the effectiveness of the Registration Statement
or suspending or preventing the use of the Prospectus has been issued by the
Commission and no proceedings for that purpose have been instituted or are
threatened by the Commission. The Company, if required by the rules and
regulations of the Commission, proposes to file the Prospectus, with the
Commission pursuant to Rule 424(b). At the time the Registration Statement and
any amendments thereto became effective, at the date of this Agreement and at
the Closing Date, the Registration Statement and any amendments thereto
conformed and will conform in all material respects to the requirements of the
Securities Act and did not and will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading; and the Prospectus
and any amendments or supplements thereto, at time the Prospectus or any
amendment or supplement thereto was issued and at the Closing Date, conformed
and will conform in all material respects to the requirements of the Securities
Act and did not and will not contain an untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements therein,
in light of the circumstances under which they were made, not misleading 

(g) Capitalization. The
Company has not issued any capital stock since its most recently filed periodic
report under the Exchange Act, other than shares issued pursuant to the
Company’s employee benefit plans, qualified stock options plans or other
employee compensation plans or pursuant to outstanding options, rights or
warrants. No Person has any right of first refusal, preemptive right, right of
participation, or any similar right to participate in the transactions
contemplated by the Transaction Documents. Except as set forth in the Prospectus
Supplement,, there are no outstanding options, warrants, scrip rights to
subscribe to, calls or commitments of any character whatsoever relating to, or
securities, rights or obligations convertible into or exchangeable for, or
giving any Person any right to subscribe for or acquire, any shares of capital
stock of the Company, or contracts, commitments, understandings or arrangements
by which the Company or any Subsidiary is or may become bound to issue
additional shares of capital stock of the Company, or securities or rights
convertible or exchangeable into shares of capital stock of the Company. The
issue and sale of the Shares will not, immediately or with the passage of time,
obligate the Company to issue shares of Common Stock or other securities to any
Person (other than the Investor) and will not result in a right of any holder of
Company securities to adjust the exercise, conversion, exchange or reset price
under such securities. All of the outstanding shares of capital stock of the
Company are validly issued, fully paid and nonassessable.

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(h) SEC Reports; Financial
Statements. The Company has filed all reports, schedules, forms, statements
and other documents required to be filed by the Company under the Securities Act
and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for
the twelve months preceding the date hereof (or such shorter period as the
Company was required by law or regulation to file such material) (the
foregoing materials, including the exhibits thereto and documents incorporated
by reference therein, together with the Prospectus and the Prospectus
Supplement, being collectively referred to herein as the “SEC Reports”)
on a timely basis or has received a valid extension of such time of filing and
has filed any such SEC Reports prior to the expiration of any such extension. As
of their respective dates, the SEC Reports complied in all material respects
with the requirements of the Securities Act and the Exchange Act, as applicable,
and none of the SEC Reports, when filed, contained any untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. The financial
statements of the Company included in the SEC Reports comply in all material
respects with applicable accounting requirements and the rules and regulations
of the Commission with respect thereto as in effect at the time of filing. Such
financial statements have been prepared in accordance with United States
generally accepted accounting principles applied on a consistent basis during
the periods involved (“GAAP”), except as may be otherwise specified in
such financial statements or the notes thereto and except that unaudited
financial statements may not contain all footnotes required by GAAP, and fairly
present in all material respects the financial position of the Company and its
consolidated Subsidiaries as of and for the dates thereof and the results of
operations and cash flows for the periods then ended, subject, in the case of
unaudited statements, to normal, immaterial, year-end audit adjustments 

(i) Material Changes;
Undisclosed Events, Liabilities or Developments. Since the date of the
latest audited financial statements included within the SEC Reports, except as
specifically disclosed in a subsequent SEC Report filed prior to the date
hereof, (i) there has been no event, occurrence or development that has had or
that could reasonably be expected to result in a Material Adverse Effect, (ii)
neither the Company nor any of the Operating Entities has incurred any
liabilities (contingent or otherwise) other than (A) trade payables and accrued
expenses incurred in the ordinary course of business consistent with past
practice and (B) liabilities not required to be reflected in the Company’s
financial statements pursuant to GAAP or disclosed in filings made with the
Commission, (iii) the Company has not altered its method of accounting, (iv) the
Company has not declared or made any dividend or distribution of cash or other
property to its stockholders or purchased, redeemed or made any agreements to
purchase or redeem any shares of its capital stock, (v) neither the Company nor
any Operating Entity has waived any material right or material debt owed to it
other than in the ordinary business or having been disclosed to the Investor,
and (vi) the Company has not issued any equity securities to any officer,
director or Affiliate, except pursuant to existing Company stock option plans.
The Company does not have pending before the Commission any request for
confidential treatment of information. Except for the issuance of the Shares
contemplated by this Agreement, no event, liability, fact, circumstance,
occurrence or development has occurred or exists or is reasonably expected to
occur or exist with respect to the Company or any Operating Entity or their
respective business, properties, operations, assets or financial condition that
would be required to be disclosed by the Company under applicable securities
laws at the time this representation is made or deemed made that has not been
publicly disclosed at least 1 Trading Day prior to the date that this
representation is made. 

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(j) Litigation. There is
no pending or, to the knowledge of the Company, threatened Action which (i)
adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Shares or (ii)
except as specifically disclosed in the SEC Reports, could, if there were an
unfavorable decision, individually or in the aggregate, have or reasonably be
expected to result in a Material Adverse Effect. Neither the Company nor any
Operating Entity, nor any director or officer thereof (in his or her capacity as
such), is or has been the subject of any Action involving a claim of violation
of or liability under federal or state securities laws or a claim of breach of
fiduciary duty, except as specifically disclosed in the SEC Reports. There has
not been, and to the knowledge of the Company, there is not pending any
investigation by the Commission involving the Company or any current or former
director or officer of the Company (in his or her capacity as such). To the
Company’s knowledge, the Commission has not issued any stop order or other order
suspending the effectiveness of any registration statement filed by the Company
under the Exchange Act or the Securities Act. 

(k) Labor Relations.
Neither the Company nor any Operating Entity is a party to any collective
bargaining agreement. No material labor dispute exists or, to the knowledge of
the Company, is imminent with respect to any of the employees of the Company or
any Operating Entity. 

(l) Compliance. Neither
the Company nor any Operating Entity: (i) is in default under or in violation of
(and no event has occurred that has not been waived that, with notice or lapse
of time or both, would result in a default by the Company or any Operating
Entity under), nor has the Company or any Operating received notice of a claim
that it is in default under or that it is in violation of, any indenture, loan
or credit agreement or any other agreement or instrument to which it is a party
or by which it or any of its properties is bound (whether or not such default or
violation has been waived), (ii) is in violation of any judgment, decree or
order of any court, arbitrator or governmental body or (iii) is or has been in
violation of any statute, rule, ordinance or regulation of any governmental
authority, including without limitation all foreign, federal, state and local
laws relating to taxes, environmental protection, occupational health and
safety, product quality and safety and employment and labor matters, except in
each case as could not reasonably be expected to result in a Material Adverse
Effect.

(m) Regulatory Permits.
The Company and the Operating Entities possess all certificates, approvals,
authorizations and permits issued by the appropriate United States federal,
state, local, PRC national, provincial or local, and other foreign regulatory
authorities necessary to conduct their respective businesses as described in the
SEC Reports (“Material Permits”) and all of the Material Permits are
valid and in full force and effect,, except where the failure to possess such
permits could not reasonably be expected to result in a Material Adverse Effect.
The Company and the Operating Entities have performed in all material respects
all of their obligations with respect to such certificates, approvals,
authorizations and permits and no event has occurred that allows, or after
notice or lapse of time, would allow, revocation or termination thereof, and
neither the Company nor any Operating Entity has received any notice of
proceedings relating to the revocation or modification of any such certificates,
approvals, authorizations and permits.

(n) Title to Assets. The
Company and the Operating Entities have valid land use rights for all real
property that is material to their respective businesses and have good and
marketable title in all personal property owned by them that is material to the
business of the Company and the Operating Entities, in each case free and clear
of all Liens, except for Liens as do not materially affect the value of such property and do not
materially interfere with the use made and proposed to be made of such property
by the Company and the Operating Entities and Liens for the payment of federal,
state or other taxes, the payment of which is neither delinquent nor subject to
penalties. Any real property and facilities held under lease by the Company and
the Operating Entities are held by them under valid, subsisting and enforceable
leases with which the Company and the Operating Entities are in compliance. 

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(o) Patents and
Trademarks. To its best knowledge, each of the Company and the Operating
Entities has, or has valid rights to use, all patents, patent applications,
trademarks, trademark applications, service marks, trade names, trade secrets,
inventions, copyrights, licenses and other intellectual property rights and
similar rights necessary or material for use in connection with its respective
business as described in the SEC Reports and which the failure to so have could
have a Material Adverse Effect (collectively, the “Intellectual Property
Rights”). None of, and neither the Company nor any Operating Entity has
received a notice (written or otherwise) that any of the Intellectual Property
Rights violates or infringes upon the rights of any Person,. The Company and the
Operating Entities have taken reasonable security measures to protect the
secrecy, confidentiality and value of all of their intellectual properties,
except where failure to do so could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

(p) Transactions With
Affiliates and Employees. Except as set forth in the SEC Reports, none of
the officers or directors of the Company and, to the knowledge of the Company,
none of the employees of the Company is presently a party to any transaction
with the Company or any Operating Entity (other than for services as employees,
officers and directors), including any contract, agreement or other arrangement
providing for the furnishing of services to or by, providing for rental of real
or personal property to or from, or otherwise requiring payments to or from any
officer, director or such employee or, to the knowledge of the Company, any
entity in which any officer, director, or any such employee has a substantial
interest or is an officer, director, trustee or partner, in each case in excess
of $120,000 other than for (i) payment of salary or consulting fees for services
rendered, (ii) reimbursement for expenses incurred on behalf of the Company and
(iii) other employee benefits, including stock option agreements under any stock
option plan of the Company. 

(q) Sarbanes-Oxley; Internal
Accounting Controls. The Company is in material compliance with any and all
applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as
of the date hereof, and any and all applicable rules and regulations promulgated
by the Commission thereunder that are effective as of the date hereof and as of
the Closing Date. The Company and the Operating Entities maintain a system of
internal accounting controls sufficient to provide reasonable assurance that:
(i) transactions are executed in accordance with management’s general or
specific authorizations, (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with GAAP and to maintain
asset accountability, (iii) access to assets is permitted only in accordance
with management’s general or specific authorization, and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences. The
Company has established disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such
disclosure controls and procedures to ensure that information required to be
disclosed by the Company in the reports it files or submits under the Exchange
Act is recorded, processed, summarized and reported, within the time periods
specified in the Commission’s rules and forms. The Company’s certifying officers
have evaluated the effectiveness of the Company’s disclosure controls and
procedures as of the end of the period covered by the Company’s most recently
filed periodic report under the Exchange Act (such date, the “Evaluation
Date”). The Company presented in its most recently filed periodic report
under the Exchange Act the conclusions of the certifying officers about the
effectiveness of the disclosure controls and procedures based on their
evaluations as of the Evaluation Date. Since the Evaluation Date, there have
been no changes in the Company’s internal control over financial reporting (as
such term is defined in the Exchange Act) that has materially affected, or is
reasonably likely to materially affect, the Company’s internal control over
financial reporting.

11 




(r) Certain Fees. Except
as set forth in the Prospectus Supplement, no brokerage or finder’s fees or
commissions are or will be payable by the Company to any broker, financial
advisor or consultant, finder, placement agent, investment banker, bank or other
Person with respect to the transactions contemplated by the Transaction
Documents. The Investor shall have no obligation with respect to any fees or
with respect to any claims made by or on behalf of other Persons for fees of a
type contemplated in this Section that may be due in connection with the
transactions contemplated by the Transaction Documents.

(s) Investment Company.
The Company is not, and is not an Affiliate of, and immediately after receipt of
payment for the Shares, will not be or be an Affiliate of, an “investment
company” within the meaning of the Investment Company Act of 1940, as amended.
The Company shall conduct its business in a manner so that it will not become an
“investment company” subject to registration under the Investment Company Act of
1940, as amended. 

(t) Listing and Maintenance
Requirements. The Common Stock is registered pursuant to Section 12(b) or
12(g) of the Exchange Act, and the Company has taken no action designed to, or
which to its knowledge is likely to have the effect of, terminating the
registration of the Common Stock under the Exchange Act nor has the Company
received any notification that the Commission is contemplating terminating such
registration. The Company has not, in the 12 months preceding the date hereof,
received notice from any Trading Market on which the Common Stock is or has been
listed or quoted to the effect that the Company is not in compliance with the
listing or maintenance requirements of such Trading Market. The Company is, and
has no reason to believe that it will not in the foreseeable future continue to
be, in compliance with all such listing and maintenance requirements. 

(u) Application of Takeover
Protections. The Company and the Board of Directors have taken all necessary
action, if any, in order to render inapplicable any control share acquisition,
business combination, poison pill (including any distribution under a rights
agreement) or other similar anti-takeover provision under the Company’s articles
of incorporation (or similar charter documents) or the laws of its state of
incorporation that is or could become applicable to the Investor a result of the
Investor and the Company fulfilling their obligations or exercising their rights
under the Transaction Documents, including without limitation as a result of the
Company’s issuance of the Shares and the Investor’s ownership of the Shares.


12 




(v) Application of Takeover
Protections. The Company has taken all necessary action, if any, in order to
render inapplicable any control share acquisition, business combination, poison
pill (including any distribution under a rights agreement) or other similar
anti-takeover provision under the Company’s Articles of Incorporation (or
similar charter documents) or the laws of its state of incorporation that is or
could become applicable to the Investors as a result of the Investors and the
Company fulfilling their obligations or exercising their rights under the
Transaction Documents, including without limitation the Company’s issuance of
the Shares and the Investors’ ownership of the Shares. 

(w) Disclosure. Except
with respect to the material terms and conditions of the transactions
contemplated by the Transaction Documents, the Company confirms that neither it
nor any other Person acting on its behalf has provided any of the Investor or
its agents or counsel with any information that it believes constitutes or might
constitute material, non-public information which is not otherwise disclosed in
the Prospectus Supplement. The Company understands and confirms that the
Investor will rely on the foregoing representation in effecting transactions in
securities of the Company. All of the disclosure furnished by or on behalf of
the Company to the Investor regarding the Company and the Operating Entities,
their business and the transactions contemplated hereby, is true and correct and
does not contain any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements made therein, in light
of the circumstances under which they were made, not misleading. The Company
acknowledges and agrees that no Investor makes or has made any representations
or warranties with respect to the transactions contemplated hereby other than
those specifically set forth in Section 3.2 hereof. 

(x) No Integrated
Offering. Assuming the accuracy of the Investor’s representations and
warranties set forth in Section 3.2, neither the Company, nor any of its
Affiliates, nor any Person acting on its or their behalf has, directly or
indirectly, made any offers or sales of any security or solicited any offers to
buy any security, under circumstances that would cause this offering of the
Shares to be integrated with prior offerings by the Company for purposes of any
applicable shareholder approval provisions of any Trading Market on which any of
the securities of the Company are listed or designated. 

(y) Solvency. The Company
has no knowledge of any facts or circumstances which lead it to believe that it
will file for reorganization or liquidation under the bankruptcy or
reorganization laws of any jurisdiction within one year from the Closing Date.
The most recently filed SEC Report sets forth as of the date thereof all
outstanding secured and unsecured Indebtedness of the Company or any Operating
Entity, or for which the Company or any Operating Entity has commitments. For
the purposes of this Agreement, “Indebtedness” means (x) any liabilities
for borrowed money or amounts owed in excess of $50,000 (other than trade
accounts payable incurred in the ordinary course of business), (y) all
guaranties, endorsements and other contingent obligations in respect of
indebtedness of others, whether or not the same are or should be reflected in
the Company’s balance sheet (or the notes thereto), except guaranties by
endorsement of negotiable instruments for deposit or collection or similar
transactions in the ordinary course of business; and (z) the present value of
any lease payments in excess of $50,000 due under leases required to be
capitalized in accordance with GAAP. Neither the Company nor any Operating
Entity is in default with respect to any Indebtedness.

13 




(z) Tax Status. Except for
matters that would not, individually or in the aggregate, have or reasonably be
expected to result in a Material Adverse Effect, the Company and each Operating
Entity have filed all necessary federal, state and foreign income and franchise
tax returns and has paid or accrued all taxes shown as due thereon, and the
Company has no knowledge of a tax deficiency which has been asserted or
threatened against the Company or any Operating Entity. 

(aa) Accountants. The
Company’s independent registered accounting firm is BDO Guangdong Dahua Delu. To
the knowledge and belief of the Company, such accounting firm (i) is a
registered public accounting firm as required by the Exchange Act and (ii) shall
express its opinion with respect to the financial statements to be included in
the Company’s Annual Report for the year ended December 31, 2009. 

(bb) Foreign Corrupt
Practices. Neither the Company, nor to the knowledge of the Company, any
agent or other person acting on behalf of the Company, has (i) directly or
indirectly, used any funds for unlawful contributions, gifts, entertainment or
other unlawful expenses related to foreign or domestic political activity, (ii)
made any unlawful payment to foreign or domestic government officials or
employees or to any foreign or domestic political parties or campaigns from
corporate funds, (iii) failed to disclose fully any contribution made by the
Company (or made by any person acting on its behalf of which the Company is
aware) which is in violation of law, or (iv) violated in any material respect
any provision of the Foreign Corrupt Practices Act of 1977, as amended. 

(cc) Acknowledgment Regarding
Investor’s Purchase of Shares. The Company acknowledges and agrees that the
Investor is acting solely in the capacity of an arm’s length purchaser with
respect to the Transaction Documents and the transactions contemplated thereby.
The Company further acknowledges that no Investor is acting as a financial
advisor or fiduciary of the Company (or in any similar capacity) with respect to
the Transaction Documents and the transactions contemplated thereby and any
advice given by the Investor or any of its representatives or agents in
connection with the Transaction Documents and the transactions contemplated
thereby is merely incidental to the Investor’s purchase of the Shares. The
Company further represents to the Investor that the Company’s decision to enter
into this Agreement and the other Transaction Documents has been based solely on
the independent evaluation of the transactions contemplated hereby by the
Company and its representatives. 

(dd) Regulation M
Compliance. The Company has not, and to its knowledge no one acting on its
behalf has, (i) taken, directly or indirectly, any action designed to cause or
to result in the stabilization or manipulation of the price of any security of
the Company to facilitate the sale or resale of any of the Shares, (ii) sold,
bid for, purchased, or, paid any compensation for soliciting purchases of, any
of the Shares, or (iii) paid or agreed to pay to any Person any compensation for
soliciting another to purchase any other securities of the Company.

(ee) Money Laundering. The
operations of the Company are and have been conducted at all times in compliance
with applicable financial record-keeping and reporting requirements of the
Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable
money laundering statutes and applicable rules and regulations thereunder
(collectively, the “Money Laundering Laws”), and no action, suit or
proceeding by or before any court or governmental agency, authority or body or any
arbitrator involving the Company with respect to the Money Laundering Laws is
pending or, to the knowledge of the Company, threatened. 

14 




(ff) Purchases and
Confidentiality Prior To The Date Hereof. Other than consummating the
transactions contemplated hereunder, neither the Company, the Affiliate of the
Company, the management team, director, employee or officer of the Company and
their Affiliate, nor has any Person acting on behalf of or pursuant to any
understanding with the Company or any of the aforesaid Company’s Affiliates and
related parties, directly or indirectly executed any purchases or sales, of the
securities of the Company during the two week period commencing from two weeks
prior to the date hereof.

3.2. Representations and
Warranties of the Investor. The Investor hereby, severally and not jointly,
represents and warrants to the Company as of the date hereof and the Closing
Date: 

(a) Organization;
Authority. The Investor is an entity duly organized, validly existing and in
good standing under the laws of the jurisdiction of its organization with full
right, corporate or partnership power and authority to enter into and to
consummate the transactions contemplated by this Agreement and otherwise to
carry out its obligations hereunder and thereunder. The execution and delivery
of this Agreement and performance by the Investor of the transactions
contemplated by this Agreement have been duly authorized by all necessary
corporate, partnership, limited liability company or similar action, as
applicable, on the part of the Investor. Each Transaction Document to which it
is a party has been duly executed by the Investor, and when delivered by the
Investor in accordance with the terms hereof, will constitute the valid and
legally binding obligation of the Investor, enforceable against it in accordance
with its terms, except: (i) as limited by general equitable principles and
applicable bankruptcy, insolvency, reorganization, moratorium and other laws of
general application affecting enforcement of creditors’ rights generally, (ii)
as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies and (iii) insofar as
indemnification and contribution provisions may be limited by applicable law.


(b) Investor Status. At
the time the Investor was offered the Shares, it was, and as of the date hereof
it is either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2),
(a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified
institutional buyer” as defined in Rule 144A(a) under the Securities Act. Such
Investor is not required to be registered as a broker-dealer under Section 15 of
the Exchange Act. 

(c) Experience of the
Investor. The Investor, either alone or together with its representatives,
has such knowledge, sophistication and experience in business and financial
matters so as to be capable of evaluating the merits and risks of the
prospective investment in the Shares, and has so evaluated the merits and risks
of such investment. The Investor is able to bear the economic risk of an
investment in the Shares and Warrants and, at the present time, is able to
afford a complete loss of such investment. 

(d) Understandings or
Arrangements. The Investor is acquiring the Share as principal for its own
account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution
of such Shares. The Investor is acquiring the Shares hereunder in the ordinary
course of its business. 

15 




(e) Short Sales and
Confidentiality Prior To The Date Hereof. Other than consummating the
transactions contemplated hereunder, the Investor has not, nor has any Person
acting on behalf of or pursuant to any understanding with the Investor, directly
or indirectly executed any purchases or sales, including Short Sales, of the
securities of the Company during the two week period commencing from two weeks
prior to the date hereof. Other than to other Persons party to this Agreement,
the Investor has maintained the confidentiality of all disclosures made to it in
connection with this transaction (including the existence and terms of this
transaction). 

ARTICLE 4. 
OTHER COVENANTS AND AGREEMENTS 

4.1. Furnishing of
Information. Until the time that no Investor owns Shares, the Company
covenants to timely file (or obtain extensions in respect thereof and file
within the applicable grace period) all reports required to be filed by the
Company after the date hereof pursuant to the Exchange Act even if the Company
is not then subject to the reporting requirements of the Exchange Act. As long
as the Investor owns Shares, if the Company is not required to file reports
pursuant to the Exchange Act, it will prepare and furnish to the Investor and
make publicly available in accordance with Rule 144(c) such information as is
required, as well as take such further actions as any holder of the Shares may
reasonably request, for the Investor to sell the Shares.

4.2. Integration. The
Company shall not sell, and shall use its best efforts to ensure that no
Affiliate of the Company shall, offer for sale or solicit offers to buy or
otherwise negotiate in respect of any security (as defined in Section 2 of the
Securities Act) that would be integrated with the offer or sale of the Shares
for purposes of the rules and regulations of any Trading Market such that it
would require shareholder approval prior to the closing of such other
transaction unless shareholder approval is obtained before the closing of such
subsequent transaction. 

4.3. Securities Laws
Disclosure; Publicity. The Company shall, at 9:30 a.m. (New York City time)
on the Trading Day immediately following the date hereof, issue a press release
and, on or before the second Trading Day following the date hereof, file a
Current Report on Form 8-K with the Commission, disclosing the material terms of
the transactions contemplated hereby, and including applicable Transaction
Documents as exhibits thereto. From and after the issuance of such press
release, the Company shall have publicly disclosed all material, non-public
information delivered to the Investor by the Company or any of its subsidiaries,
or any of their respective officers, directors, employees or agents in
connection with the transactions contemplated by the Transaction Documents. The
Company and the Investor shall consult with each other in issuing any other
press releases with respect to the transactions contemplated hereby, and neither
the Company nor the Investor shall issue any such press release nor otherwise
make any such public statement without the prior consent of the Company, with
respect to any press release of the Investor, or without the prior consent of
the Investor, with respect to any press release of the Company, which consent
shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in
which case the disclosing party shall promptly provide the other party with
prior notice of such public statement or communication. Notwithstanding the
foregoing, the Company shall not publicly disclose the name of the Investor, or
include the name of the Investor in any filing with the Commission or any
regulatory agency or Trading Market, without the prior written consent of the
Investor, except (a) as required by federal securities law in connection with
the filing of final Transaction Documents (including signature pages thereto)
with the Commission and (b) to the extent such disclosure is required by law or
Trading Market regulations, in which case the Company shall provide the Investor
with prior notice of such disclosure permitted under this clause (b). 

16 




4.4. Shareholder Rights
Plan. No claim will be made or enforced by the Company or, with the consent
of the Company, any other Person, that the Investor is an “Acquiring Person”
under any control share acquisition, business combination, poison pill
(including any distribution under a rights agreement) or similar anti-takeover
plan or arrangement in effect or hereafter adopted by the Company, or that the
Investor could be deemed to trigger the provisions of any such plan or
arrangement, by virtue of receiving Shares under the Transaction Documents or
under any other agreement between the Company and the Investor.

4.5. Indemnification of
Investors. Subject to the provisions of this Section 4.5, the Company will
indemnify and hold the Investor and its directors, officers, shareholders,
members, partners, employees and agents (and any other Persons with a
functionally equivalent role of a Person holding such titles notwithstanding a
lack of such title or any other title), each Person who controls the Investor
(within the meaning of Section 15 of the Securities Act and Section 20 of the
Exchange Act), and the directors, officers, shareholders, agents, members,
partners or employees (and any other Persons with a functionally equivalent role
of a Person holding such titles notwithstanding a lack of such title or any
other title) of such controlling persons (each, a “Investor Party”)
harmless from any and all losses, liabilities, obligations, claims,
contingencies, damages, costs and expenses, including all judgments, amounts
paid in settlements, court costs and reasonable attorneys’ fees and costs of
investigation that any such Investor Party may suffer or incur as a result of or
relating to (a) any breach of any of the representations, warranties, covenants
or agreements made by the Company in this Agreement or in the other Transaction
Documents or (b) any action instituted against the Investor in any capacity, or
any of them or their respective Affiliates, by any stockholder of the Company
who is not an Affiliate of the Investor, with respect to any of the transactions
contemplated by the Transaction Documents (unless such action is based upon a
breach of the Investor’s representations, warranties or covenants under the
Transaction Documents or any agreements or understandings the Investor may have
with any such stockholder or any violations by the Investor of state or federal
securities laws or any conduct by the Investor which constitutes fraud, gross
negligence, willful misconduct or malfeasance). If any action shall be brought
against any Investor Party in respect of which indemnity may be sought pursuant
to this Agreement, such Investor Party shall promptly notify the Company in
writing, and the Company shall have the right to assume the defense thereof with
counsel of its own choosing reasonably acceptable to the Investor Party. Any
Investor Party shall have the right to employ separate counsel in any such
action and participate in the defense thereof, but the fees and expenses of such
counsel shall be at the expense of such Investor Party except to the extent that
(i) the employment thereof has been specifically authorized by the Company in
writing, (ii) the Company has failed after a reasonable period of time to assume
such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such counsel, a material conflict on
any material issue between the position of the Company and the position of such
Investor Party, in which case the Company shall be responsible for the
reasonable fees and expenses of no more than one such separate counsel. The
Company will not be liable to any Investor Party under this Agreement (y) for
any settlement by an Investor Party effected without the Company’s prior written
consent, which shall not be unreasonably withheld or delayed; or (z) to the
extent, but only to the extent that a loss, claim, damage or liability is
attributable to any Investor Party’s breach of any of the representations,
warranties, covenants or agreements made by such Investor Party in this
Agreement or in the other Transaction Documents. The indemnification required by
this Section 4.5 shall be made by periodic payments of the amount thereof during
the course of the investigation or defense, as and when bills are received or
are incurred. The indemnity agreements contained herein shall be in addition to
any cause of action or similar right of any Investor Party against the Company
or others, and (y) any liabilities the Company may be subject to pursuant to
law.

17 




4.6. Non-Public
Information. Except with respect to the material terms and conditions of the
transactions contemplated by the Transaction Documents, the Company covenants
and agrees that neither it, nor any other Person acting on its behalf will
provide the Investor or its agents or counsel with any information that the
Company believes constitutes material non-public information, unless prior
thereto the Investor shall have executed a written agreement with the Company
regarding the confidentiality and use of such information. The Company
understands and confirms that the Investor shall be relying on the foregoing
covenant in effecting transactions in securities of the Company. 

4.7. Listing of Common
Stock. The Company hereby agrees to use all commercially reasonable efforts
to maintain the listing or quotation of the Common Stock on the Trading Market
on which it is currently listed, and concurrently with the Closing, the Company
shall apply to list or quote all of the Shares on such Trading Market and
promptly secure the listing of all of the Shares on such Trading Market. The
Company further agrees, if the Company applies to have the Common Stock traded
on any other Trading Market, it will then include in such application all of the
Shares, and will take such other action as is necessary to cause all of the
Shares to be listed or quoted on such other Trading Market as promptly as
possible. The Company will then take all action reasonably necessary to continue
the listing and trading of its Common Stock on a Trading Market and will comply
in all respects with the Company’s reporting, filing and other obligations under
the bylaws or rules of the Trading Market.. 

4.8. Certain Transactions and
Confidentiality. The Investor covenants that neither it nor any Affiliate
acting on its behalf or pursuant to any understanding with it will execute any
purchases or sales, including Short Sales of any of the Company’s securities
during the period commencing with the execution of this Agreement and ending at
such time that the transactions contemplated by this Agreement are first
publicly announced pursuant to the initial press release as described in Section
4.3. The Investor covenants that until such time as the transactions
contemplated by this Agreement are publicly disclosed by the Company pursuant to
the initial press release as described in Section 4.3, the Investor will
maintain the confidentiality of all disclosures made to it in connection with
this transaction, including the existence and terms of this transaction.

18 




ARTICLE 5. 
MISCELLANEOUS 

5.1. Termination. This
Agreement may be terminated by the Company or the Investor by written notice to
the other party, if the Closing has not been consummated on or before March 5,
2010; provided, however, that no such termination will affect the
right of any party to sue for any breach by the other party.

5.2. Fees and Expenses. .
Except as expressly set forth in the Transaction Documents to the contrary, each
party shall pay the fees and expenses of its own advisers, counsel, accountants
and other experts, if any, and all other expenses incurred by such party
incident to the negotiation, preparation, execution, delivery and performance of
this Agreement. The Company shall pay all Transfer Agent fees, stamp taxes and
other taxes and duties levied in connection with the delivery of any Shares to
the Investor.

5.3. Entire Agreement. The
Transaction Documents, together with the exhibits and schedules thereto, the
Prospectus and the Prospectus Supplement, contain the entire understanding of
the parties with respect to the subject matter hereof and supersede all prior
agreements and understandings, oral or written, with respect to such matters,
which the parties acknowledge have been merged into such documents, exhibits and
schedules.

5.4. Notices. Any and all
notices or other communications or deliveries required or permitted to be
provided hereunder shall be in writing and shall be deemed given and effective
on the earliest of: (a) the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number set forth on
the signature pages attached hereto prior to 5:30 p.m. (New York City time) on a
Trading Day, (b) the next Trading Day after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile number set
forth on the signature pages attached hereto on a day that is not a Trading Day
or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second
(2nd)Trading Day following the date of mailing, if sent by U.S.
nationally recognized overnight courier service or (d) upon actual receipt by
the party to whom such notice is required to be given. The address for such
notices and communications shall be as set forth on the signature pages attached
hereto. 

5.5. Amendments; Waivers.
No provision of this Agreement may be waived, modified, supplemented or amended
except in a written instrument signed, in the case of an amendment, by the
Company and the Investor or, in the case of a waiver, by the party against whom
enforcement of any such waived provision is sought. No waiver of any default
with respect to any provision, condition or requirement of this Agreement shall
be deemed to be a continuing waiver in the future or a waiver of any subsequent
default or a waiver of any other provision, condition or requirement hereof, nor
shall any delay or omission of any party to exercise any right hereunder in any
manner impair the exercise of any such right. 

5.6. Headings. The
headings herein are for convenience only, do not constitute a part of this
Agreement and shall not be deemed to limit or affect any of the provisions
hereof. 

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5.7. Successors and
Assigns. This Agreement shall be binding upon and inure to the benefit of
the parties and their successors and permitted assigns. Neither party may assign
this Agreement or any rights or obligations hereunder (other than by merger).


5.8. Construction. The
parties agree that each of them and/or their respective counsel has reviewed and
had an opportunity to revise the Transaction Documents and, therefore, the
normal rule of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation
of the Transaction Documents or any amendments hereto. 

5.9. No Third-Party
Beneficiaries. This Agreement is intended for the benefit of the parties
hereto and their respective successors and permitted assigns and is not for the
benefit of, nor may any provision hereof be enforced by, any other Person,
except as otherwise set forth in Section 4.5 (as to each Investor Party). 

5.10. Governing Law. All
questions concerning the construction, validity, enforcement and interpretation
of the Transaction Documents shall be governed by and construed and enforced in
accordance with the internal laws of the State of New York, without regard to
the principles of conflicts of law thereof. Each party agrees that all legal
proceedings concerning the interpretations, enforcement and defense of the
transactions contemplated by this Agreement and any other Transaction Documents
(whether brought against a party hereto or its respective affiliates, directors,
officers, shareholders, employees or agents) shall be commenced exclusively in
the state and federal courts sitting in the City of New York. Each party hereby
irrevocably submits to the exclusive jurisdiction of the state and federal
courts sitting in the City of New York, borough of Manhattan for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein (including with respect to
the enforcement of any of the Transaction Documents), and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is improper or is an inconvenient venue for such
proceeding. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by
mailing a copy thereof via registered or certified mail or overnight delivery
(with evidence of delivery) to such party at the address in effect for notices
to it under this Agreement and agrees that such service shall constitute good
and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any other
manner permitted by law. If either party shall commence an action or proceeding
to enforce any provisions of the Transaction Documents, then, in addition to the
obligations of the Company under Section 4.5, the prevailing party in such
action or proceeding shall be reimbursed by the other party for its reasonable
attorneys’ fees and other costs and expenses incurred with the investigation,
preparation and prosecution of such action or proceeding. 

5.11. Survival. The
representations and warranties contained herein shall survive the Closing and
the delivery of the Shares.

5.12. Execution. This
Agreement may be executed in two or more counterparts, all of which when taken
together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the
other party, it being understood that both parties need not sign the same
counterpart. In the event that any signature is delivered by facsimile
transmission or by e-mail delivery of a “.pdf” format data file, such signature
shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such
facsimile or “.pdf” signature page were an original thereof. 

20 




5.13. Severability. If any
term, provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated, and the parties hereto shall use their commercially reasonable
efforts to find and employ an alternative means to achieve the same or
substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the
intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable. 

5.14. Replacement of
Shares. If any certificate or instrument evidencing any Shares is mutilated,
lost, stolen or destroyed, the Company shall issue or cause to be issued in
exchange and substitution for and upon cancellation thereof (in the case of
mutilation), or in lieu of and substitution therefor, a new certificate or
instrument, but only upon receipt of evidence reasonably satisfactory to the
Company and the Transfer Agent of such loss, theft or destruction. The applicant
for a new certificate or instrument under such circumstances shall also pay any
reasonable third-party costs (including customary indemnity) associated with the
issuance of such replacement Shares. 

5.15. Remedies. In
addition to being entitled to exercise all rights provided herein or granted by
law, including recovery of damages, each of the Investors and the Company will
be entitled to specific performance under the Transaction Documents. The parties
agree that monetary damages may not be adequate compensation for any loss
incurred by reason of any breach of obligations described in the foregoing
sentence and hereby agrees to waive in any action for specific performance of
any such obligation the defense that a remedy at law would be adequate. 

5.16. Saturdays, Sundays,
Holidays, etc.. If the last or appointed day for the taking of any action or
the expiration of any right required or granted herein shall not be a Business
Day, then such action may be taken or such right may be exercised on the next
succeeding Business Day.

5.17. Further Assurances.
The parties shall execute and deliver all such further instruments and documents
and take all such other actions as may reasonably be required to carry out the
transactions contemplated hereby and to evidence the fulfillment of the
agreements herein contained. 

5.18. WAIVER OF JURY TRIAL.
IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION
BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES
EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY
APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY
WAIVES FOREVER TRIAL BY JURY. 

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 SIGNATURE PAGES
FOLLOW] 

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     IN WITNESS WHEREOF, the parties
hereto have caused this Securities Purchase Agreement to be duly executed by
their respective authorized signatories as of the date first indicated above.


	 	CHINA TRANSINFO TECHNOLOGY CORP.
    
	 	 
	 	By:/s/ Shudong Xia                
     
	 	    Name: Shudong Xia 
	 	    Title:
      Chief Executive Officer 
	 	  
	 	ADDRESS FOR NOTICE 
	 	 
	 	Street: 9th Floor, Vision Building, No.
      39        
	 	    Xueyuanlu, Haidian District,                        
  
	 	City/State/Zip: Beijing, China
      100191               
	 	Attention: Shudong Xia                                   
     
	 	Tel: +86.10-51691777                                         
     
	 	Fax: +86.10-51691666                                         
    



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 
SIGNATURE PAGES
FOR INVESTORS FOLLOW] 

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     IN WITNESS WHEREOF, the parties
hereto have caused this Securities Purchase Agreement to be duly executed by
their respective authorized signatories as of the date first indicated above.


		NAME OF INVESTOR: 
		 
		SAIF PARTNERS III L.P. 
		By: /s/ Andrew Y. Yan                       
     
		       Name: Andrew Y. Yan 
		       Title: Authorized Signatory 
		Purchase Price: US$10,000,000            
     
		Number of Shares: 1,564,945                
     
		Tax ID No.: 98-0528689                         
     
		 
		ADDRESS FOR NOTICE 
		c/o:                                                       
     
		Street: #2115, Two Pacific Place, 88
      Queensway               
		City/State/Zip: Admiralty, Hong
      Kong                               
		Attention: Anita Chan                                                        
     
		Tel: +852.2918.2200                                                              
     
		Fax: +852.2234.9116                                                              
     
		 
		DELIVERY INSTRUCTIONS 
		(if different from above) 
		c/o:                                                       
     
		Street:                                                  
     
		City/State/Zip:                                    
     
		Attention:                                            
     
		Tel:                                                        
     


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