Exhibit 4.7


 


Sale and Purchase Agreement
by and between 


Apex Flourish Group Limited and
SGOCO Group, Ltd.


 


	 
	DATED  November 15, 2011
	 
	SGOCO GROUP, LTD.
	as Seller
	 
	And
	 
	APEX FLOURISH GROUP LIMITED
	as Purchaser
	 
	______________________________________________________
	 
	AGREEMENT
	FOR SALE AND PURCHASE
	OF ALL OF THE SHARES OF
	HONESTY GROUP HOLDINGS LIMITED
	______________________________________________________
	 
	Cheng Wong Lam & Partners
	in association with Nixon Peabody LLP
	and Hylands Law Firm
	50th and 64th Floors, Bank of China Tower
	1 Garden Road
	Central
	Hong Kong
	Tel: (852) 2521 0880
	Fax: (852) 2521 0220
	E-mail:
    gen@chengwonglam.com
	 




 



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CONTENTS


 


	Clause	 	Page
	 	 	 
	1.	INTERPRETATION	3
	 	 	 
	2.	SALE AND PURCHASE	5
	 	 	 
	3.	PURCHASE PRICE	5
	 	 	 
	4.	Securities	5
	 	 	 
	5.	COMPLETION	6
	 	 	 
	6.	WARRANTIES AND INDEMNITIES	6
	 	 	 
	7.	Further assurances:	7
	 	 	 
	8.	TERMINATION	7
	 	 	 
	9.	Force Majeure	7
	 	 	 
	10.	Non-competition	8
	 	 	 
	11.	Right of First Refusal	8
	 	 	 
	12.	CONFIDENTIALITY	9
	 	 	 
	13.	STAMP DUTY AND EXPENSES	9
	 	 	 
	14.	GENERAL	10
	 	 	 
	15.	NOTICES	10
	 	 	 
	16.	GOVERNING LAW AND JURISDICTION	11


 


Schedule


 


	1.	Particulars of the Company	12
	2.	Particulars of the Subsidiaries	13
	3.	Payment schedule	15
	4.	Seller’s Completion obligations	16
	5.	Warranties	17
	6.	Activities pending Completion	19
	7.	Exempted Transactions	20


 


Annex


 


	A.	The Accounts	22


 



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AGREEMENT dated November 15, 2011


 


PARTIES


 


		1.	SGOCO GROUP, LTD., a company incorporated in Cayman Islands whose correspondence address is at Unit 12, 31/F., Eight
Commercial Tower, 8 Sun Yip Street, Chaiwan, Hong Kong (the “Seller"); and



 


		2.	APEX FLOURISH GROUP LIMITED, a company incorporated in British Virgin Islands whose correspondence
address is at Room 2907, West Tower Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong (the "Purchaser").



 


WHEREAS:


 


		(A)	HONESTY GROUP HOLDINGS LIMITED (“Company”) is a private company incorporated
in Hong Kong the particulars of which are set out in Schedule 1.



 


		(B)	The Seller is the legal and beneficial owner of the number of Sale Shares (as defined below) and
all those Sale Shares constitute the entire issued share capital of the Company.



 


		(C)	The Purchaser wishes to purchase and the Seller wishes to sell, the Sale Shares subject to and
upon the terms and conditions of this Agreement.



 


AGREEMENT


 


		1.	INTERPRETATION



 


		1.1	Definitions: In this Agreement, the following expressions
shall have the following meanings except where the context otherwise requires:



 


"Accounts"


the un-audited balance sheet, as
at the Last Accounts Date, and un-audited profit and loss account for the nine months ended on the Last Accounts Date, of the Company
and all notes thereto and the directors' reports relating to such accounts as set out in the Annex.


 


"Business Day"


a day (excluding Saturdays) on
which commercial banks are generally open for banking business in Hong Kong;


 


"Companies
Ordinance"


the Companies Ordinance, Chapter
32 of The Laws of Hong Kong;


 


"Completion"


completion of the sale and purchase
of the Sale Shares in accordance with the provisions of Clause 5;


 


"Completion
Date"


the date on which Completion takes
place;


 


"Directors"


the directors of the Company;


 


"Encumbrance"


a mortgage, charge, pledge, lien,
option, restriction, hypothecation, assignment, right to acquire or of pre-emption, third-party right or interest, other encumbrance,
priority or security interest of any kind, or any other type of preferential arrangement (including, without limitation, a title
transfer or retention arrangement) having similar effect, and any agreement or obligation to create or grant any of the aforesaid;


 



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“Exempted
Transactions”


transactions set out
or described in Schedule 7;


 


"Group"


the Company and the Subsidiaries,
and a "Group Company" shall be construed accordingly;


 


“Guarantee”


any guarantee, indemnity, suretyship,
letter of comfort or other assurance, security or right of set-off or financial or other obligation given or undertaken by a person
to secure or support or incur a financial or other obligation with respect to an obligation or liability (actual or contingent)
of any third party and whether given directly or by way of counter-indemnity to any third party who has provided a guarantee;


 


"Last Accounts
Date"


September 30, 2011, the date to
which the Accounts have been prepared in accordance with US Generally Accepted Accounting Principles;


 


“Material
Breach”


Delay of more than 60 days in paying
the Purchase Price in accordance with Clause 5.3;


 


"Purchase Price"


the total purchase price payable
by the Purchaser for all the Sale Shares pursuant to this Agreement, as set out in Clause 3.1;


 


"Records"


records and information of the
Company (including, without limitation, all accounts, books, ledgers, minutes books, registers, financial and other records of
whatsoever kind, returns and filings made or filed pursuant to Companies Ordinance or Inland Revenue Ordinance, and all other statutory
books and records);


 


“Relevant
Interests”


material interests, ownership or
rights in or related to any Group Company, including any shares, production premises, office spaces, real properties, leases, businesses,
equipments and moulds.


 


"Sale Shares"


the 10,000 shares in the Company
to be sold by the Seller to the Purchaser pursuant to this Agreement;


 


“Seller’s
Solicitors”


Cheng Wong Lam & Partners,
50th Floor and 64th Floor, Bank of China Tower, 1 Garden Road, Central, Hong Kong;


 


“Subsidiaries”


the subsidiaries of the Company
the particulars of each of them are set out in Schedule 2; and a “Subsidiary” shall be construed accordingly;


 


"Warranty"


a representation, warranty and
undertaking contained in Clause 6.1 and Schedule 5 and "Warranties" means all of those statements.


 


		1.2	References: In this Agreement, a reference to:



 


(a)          a Clause, Recital, Schedule
or an Annex is, unless the context otherwise requires, a reference to a clause or sub-clause of, or the recital or a schedule or
an annex to this Agreement;


 


(b)          any Ordinance, regulation or
other statutory provision or enactment is a reference to such Ordinance, regulation, statutory provision or enactment as amended,
modified, consolidated, codified, re-enacted, or extended or applied by a court of competent jurisdiction, from time to time and
includes subsidiary legislation made thereunder;


 



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(c)          this Agreement (or any specific
provision hereof) or any other document shall be construed as references to this Agreement, that provision or that other document
as amended, varied or modified from time to time;


 


(d)          "HK$" is to Hong
Kong dollars, the lawful currency for the time being of Hong Kong;


 


(e)          "Hong Kong" is to
the Hong Kong Special Administrative Region of the People’s Republic of China;


 


		(f)	"US$" is to the United States dollars, the lawful currency for the time being of the
United States of America; and



 


(g)          "U. S.," "US"
or "United States" is to the United States of America.


 


		1.3	Headings: Headings in this Agreement are for ease of reference only and shall not affect
the interpretation or construction of this Agreement.



 


	 	1.4	Recitals, Schedules and Annexes: The Recitals, Schedules and Annexes form part of this Agreement.


 


	 	1.5	Construction: Words denoting the singular include the plural and vice versa and words denoting one gender include all genders.


 


		2.	SALE AND PURCHASE



 


The Seller as beneficial
owner shall sell and the Purchaser shall purchase the Sale Shares on and subject to the terms and conditions of this Agreement
and free from any Encumbrance other than any Encumbrance created pursuant to this Agreement and with all rights now and hereafter
attaching thereto.


 


		3.	PURCHASE PRICE



 


		3.1	Purchase Price: The Purchase Price for all the Sale Shares shall be the cash sum of Seventy
Six Million (US$76,000,000), which shall be paid in installments upon and after Completion in accordance with Clause
5.3.



 


		3.2	Form of payment: Each of the payments due to the Seller under this Clause 3 shall be made by
way of telegraphic transfer, at the time and in the manner as set out in Schedule 3.



 


		4.	Securities



 


In order to secure the
payment of the Purchase Price and the performance of the obligations of the Purchaser under this Agreement, the Purchaser agrees
to (a) pledge 100% of the Sale Shares back to the Seller and/or its assignee(s) (the “Pledge”), of which the terms
and conditions are prescribed in the Deed of Share Charge dated the date hereof and (b) grant to the Seller and/or its assignee(s)
a security interest in the Accounts Receivable, Cash and Advances to Suppliers in the account of each and every Group Company (the
“Security Interest”) as of the Last Accounts Date, with a total sum equals to the Purchase Price (the “Secured
Amount”), of which the Purchaser undertakes to procure the Group Companies including, but not limited to, Guanke (Fujian)
Electron Technological Industry Co., Ltd. to establish escrow accounts in China with and in such manner as requested by Seller’s
subsidiary SGOCO (Fujian) Electronic Co. Ltd., with the total sum of the escrow accounts equals to the Secured Amount and (c)undertakes
to procure each and every Group Company to liquidate its Accounts Receivable, Cash and Advances to Suppliers to enable the Purchaser
to have sufficient funds for making the payments to the Seller in whatever manner available.


 



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As part
of this Pledge and Security Interest provided by the Purchaser to the Seller, the Purchaser agrees that it will not dispose of
any real assets (i.e., land, building, or equipment) without the Seller’s prior written consent until full payment of the
Purchase Price as set out in Clause 3.1.


 


		5.	COMPLETION



 


		5.1	Completion: Completion shall take place at the offices of the Seller’s Solicitors upon
execution of this Agreement.



 


		5.2	Seller’s obligations: At or before Completion, the Seller shall procure the satisfaction
of the conditions and the delivery to the Purchaser of those documents and other items set out in Schedule 4.



 


		5.3	Purchaser's obligations: Against due performance of the provisions of Clause 5.2, the Purchaser
shall pay the Purchase Price to the Seller by way of telegraphic transfer at the time and in the manner as set out in Schedule
3.



 


		6.	WARRANTIES AND INDEMNITIES



 


		6.1	Warranties: Subject to the matters which are expressly provided for under the terms of this
Agreement and the Accounts, the Seller represents, warrants and undertakes to the Purchaser and its successors in title that to
the best of its knowledge and belief after reasonable investigation on its part each statement contained in Schedule 5 is true,
accurate and complete in all respects and not misleading at the date of this Agreement. The Seller acknowledges that the Purchaser
is entering into this Agreement in reliance upon each Warranty.



 


		6.2	Separate Warranties: Each Warranty is separate and independent and without prejudice to any
other Warranty and, except where expressly stated otherwise, is not limited by any provision of this Agreement or another Warranty.



 


		6.3	Purchaser’s rights: In the event of any Relevant Breach, the
Purchaser shall, without prejudice to the Purchaser’s other rights in respect thereof, be entitled by notice given to the Seller
at any time to require the Seller to make good the resultant loss by the payment in cash to the Purchaser of an amount equal
to the amount by which in consequence of the Relevant Breach the value of the Sale Shares falls
short of the value they would have had if the relevant Warranty had been true and accurate and not misleading and otherwise had
been complied with.



 


“Relevant
Breach” means any event, matter or circumstance which, to the knowledge and belief of the Seller after reasonable
investigation on its part, is inconsistent with, contrary to or otherwise a material breach of any of
the Seller’s Warranties and includes any matter or thing which in any material respect renders any of the Seller’s
Warranties untrue or misleading.


 


		6.4	Limitation of Seller’s liability: Notwithstanding any provisions of this Agreement to
the contrary, the maximum amount of liability of the Seller in relation to any and all breaches of the Warranties whatsoever (including
the legal fees and fees of arbitrators that the Purchaser may incur) shall not exceed US$2 million. In addition, the Seller
shall not bear any liabilities whatsoever in relation to its obligations under this Agreement, the Warranties or the activities
or conduct or omission of the Group unless the Purchaser commences legal proceedings against the Seller with specific references
to such obligation, the Warranties or activities or conduct or omission of the Group mentioned above within two years from the
date of the Completion.



 


		6.5	Purchaser’s responsibility: The Purchaser agrees to assume responsibility to pay the required
registered capital of Guanwei (Fujian) Electron Technological Industry Co., Ltd. (the “Responsibility”) and fulfill
the commitment to Fujian Jinjiang Government by Guanke (Fujian) Electron Technological Industry Co.,
Ltd. to make future investments in the Guanke Technology Park (the “Commitment”). In addition, the Purchaser hereby
agrees for itself, its successors and assigns to indemnify, defend and hold the Seller and the Group, their legal representatives,
officers, directors, employees, agents, successors and assigns (the “Seller Indemnified Parties”), free and harmless
from any and all actions, suits, and proceedings and from and against any and all losses, claims, damages, costs, charges, counsel
fees, payments, expenses and liabilities whatsoever which any of them may sustain or incur by reason of any matter or thing arising
out of or relating to the Responsibility and the Commitment, except in the event that such actions, suits, proceedings, losses,
claims, damages, costs, charges, counsel fees, payments, expenses and liabilities arise as results of gross negligence of the Seller
Indemnified Parties who not having acted in good faith.



 



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		6.6	Exempted Transactions: The Purchaser acknowledges that it has been adequately informed by the
Seller about the Exempted Transactions and has factored in the impact of the Exempted Transactions in reaching an agreement with
the Seller on, among other matters, the Purchase Price. The Purchaser warrants that the Exempted Transactions are agreeable to
it and it will not consider any of the Exempted Transactions as constituting a breach of the Warranties or any other provisions
of this Agreement.



 


		7.	Further assurances:



 


		7.1	The Seller shall execute and deliver such further documents and perform and procure such acts
and things as the Purchaser may reasonably require effectively to vest the beneficial and registered ownership of the Sale Shares
in the Purchaser free from any Encumbrances other than any Encumbrances created pursuant to this Agreement and to give full effect
to the Seller’s obligations under this Agreement.



 


		7.2	The Purchaser shall (and shall procure the Group to) execute and deliver such further documents
and perform and procure such acts and things as the Seller may reasonably require effectively to complete the Exempted Transactions
and to give full effect to the Purchaser’s obligations under this Agreement. The Purchaser shall procure that the Seller
has full access to the Company’s accounts, including, but not limited to, the balance sheet and profit and loss accounts,
until December 31 2012.



 


		8.	TERMINATION



 


		8.1	Seller’s right: The Seller may terminate this Agreement in whole or in part with a full
reservation of all accrued rights and remedies immediately upon written notice to the Purchaser if (a) the Purchaser is found to
be in Material Breach of Clause 5.3, or (b) the Purchaser becomes insolvent, or a petition in bankruptcy is filed by or against
the Purchaser.



 


		8.2	Purchaser’s right: The Purchaser may terminate this Agreement if there shall be a material
breach by the Seller of any representation or warranty, or any covenant or agreement contained in this Agreement and which breach
cannot be cured or has not been within twenty business days of receiving written notice of the breach from the Purchaser.



 


		9.	Force Majeure



 


		9.1	Force Majeure : “Force Majeure" shall mean events, such as acts of God (including
fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (regardless
of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist
activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout or interruption or failure
of electricity or telephone service (each a “Force Majeure Event").



 


		9.2	Effect of Force Majeure:



 


		(a)	If a party suffers a Force Majeure Event, such party shall promptly notify the other party by
written notice within 24 hours of the occurrence of the Force Majeure Event, and, so long as such condition shall persist, such
party shall not be liable for the delay in performance of, or the failure to perform, its obligations (other than obligations for
payment of amounts due as set out in Schedule 3) under this Agreement. Within fifteen days after giving notice of the Force Majeure
Event, the claiming party shall give the other party an estimate of the Force Majeure Event’s expected duration and probable
impact. The claiming party shall continue to furnish the other party with timely regular reports and updates during the continuation
of the Force Majeure Event. Each party shall immediately exercise commercially reasonable efforts to mitigate or limit the impact
of the Force Majeure Event on its operations.



 



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		(b)	Notwithstanding the foregoing, no party is entitled to terminate this Agreement without the
other party’s written consent as a result of the occurrence of a Force Majeure Event.



 


		(c)	If a party asserts Force Majeure as an excuse for the delay in performance of, or the failure
to perform the party's obligation, then the nonperforming party must prove that the party has fulfilled the obligations set out
in Clause 9.2 (a) and that the party substantially fulfilled all non-excused obligations under this Agreement.



 


		10.	Non-competition



 


		10.1	For a period of three years from the Completion (the “Non-Compete Period”), the
Purchaser shall not, directly or indirectly, (and shall procure that no Group Company shall) solicit or accept any orders from
any customer or client of the Seller at this moment or during the prior twelve months, including any customer or client for which
the Seller is currently acting as an original equipment manufacturer, or OEM.



 


		10.2	During the Non-Compete Period, the Purchaser shall not (and shall procure that no Group Company
shall) induce or attempt to induce any employee of the Seller to leave their employment.



 


		10.3	The Purchaser agrees that the non-competition undertakings and covenants set out in Clauses
10.1 and 10.2 are reasonable in nature. If a court or arbitrator of competent jurisdiction determines that any of the non-competition
undertakings and covenants set out in Clauses 10.1 and 10.2 is unreasonable in nature, the Purchaser agrees that such court or
arbitrator shall reform such undertaking and restrictive covenant so that it is enforceable to the maximum extent permitted by
law for an undertaking or restrictive covenant of that nature, and such court or arbitrator shall enforce the undertaking or restrictive
covenant to that extent. Such remedies shall not be exclusive, but rather shall be in addition to any other remedies available
at law or in equity for violation of this Agreement.



 


		10.5	For a period of three years from the Completion, the Purchaser shall procure the Group to continue
to provide to the Seller products and services in the same or substantially similar manner as it does now, unless otherwise directed
by the Seller.



 


		11.	Right of First Refusal



 


		11.1	For a period of five years from the Completion, the Purchaser shall not (and shall procure that
no Group Company shall) sell, assign, transfer or otherwise voluntarily alienate or dispose of any of the Relevant Interest to
a third party without first offering to sell, assign or transfer the Relevant Interest to the Seller and/or its assignee(s).



 


		11.2	If the Purchaser or a Group Company receives from a third party a valid and binding offer to
purchase any of the Relevant Interests which is acceptable to the Purchaser or the Group Company (the “Interest Holder”),
it shall give the Seller a written notice (the "Notice") stating: (a) the Interest Holder's bona fide intention to sell
or otherwise transfer the Relevant Interests at issue (the “Offered Relevant Interests”); (b) the name and address
of each proposed purchaser or other transferee (the "Proposed Transferee"); (c) the details of the Relevant Interests
to be transferred to each Proposed Transferee; (d) the bona fide cash price or other consideration for which the Interest Holder
proposes to transfer the Offered Relevant Interests (the "Offered Price"); and (e) that the Interest Holder acknowledges
this Notice is an offer to sell the Offered Relevant Interests to the Seller and/or its assignee(s) pursuant to the Seller's right
of first refusal at the Offered Price as provided for in this Agreement.



 



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		11.3	At any time within thirty days after the date of the Notice, the Seller and/or its assignee(s)
may, by giving written notice to the Interest Holder, elect to purchase all (or, with the consent of the Interest Holder, less
than all) the Offered Relevant Interests proposed to be sold, assigned or transferred to any one or more of the Proposed Transferees
named in the Notice, at the purchase price determined as specified below.



 


		11.4	The purchase price for the Offered Relevant Interests purchased under this Clause will be the
Offered Price. If the Offered Price includes consideration other than cash, then the value of the non-cash consideration, as determined
in good faith by the Seller's Board of Directors, will conclusively be deemed to be the cash equivalent value of such non-cash
consideration.



 


		11.5	If all of the Offered Relevant Interests proposed in the Notice to be transferred to a given
Proposed Transferee are not purchased by the Seller and/or its assignee(s) as provided in this Clause, then the Interest Holder
may sell, assign or otherwise transfer such Offered Relevant Interest to each Proposed Transferee at the Offered Price or at a
higher price, provided that (a) such sale, assign or other transfer is consummated within one hundred twenty days after the date
of the Notice, (b) any such sale or other transfer is effected in compliance with all applicable laws, and (c) each Proposed Transferee
agrees in writing that the provisions of this Clause will continue to apply to the Offered Relevant Interests in the hands of such
Proposed Transferee. If the Offered Relevant Interests described in the Notice are not transferred to each Proposed Transferee
within such one hundred twenty day period, then a new Notice subject to the provisions of this Clause must be given to the Seller,
pursuant to which the Seller will again be offered the right of first refusal before any Relevant Interests held by the Interest
Holder may be sold or otherwise transferred.



 


		12.	CONFIDENTIALITY



 


		12.1	Confidentiality: Each party shall at all times keep confidential, treat as privileged, and not
directly or indirectly make or allow to be made any disclosure or use of any oral or written information relating to any other
party or the existence or subject matter of this Agreement ("Confidential Information"), except to the extent:



 


(a)          required by applicable laws
or regulations or rules of any stock exchange (where the securities of a party or its holding company are listed) or the U.S. Securities
and Exchange Commission or the federal securities laws in the United States, and after providing notice to the other relevant party
or parties of the proposed disclosure and taking into account the reasonable requirements of the other party or parties;


 


(b)          necessary to obtain the benefit
of, or to carry out obligations under, this Agreement, which shall include the ability to disclose Confidential Information to
any government authorities, employees or advisers who need to have it for purposes directly connected with the transactions provided
for in this Agreement, provided that the relevant disclosing party shall advise such employees or advisers of the confidential
nature of the Confidential Information and shall use all reasonable endeavours to procure that such persons keep the relevant Confidential
Information strictly confidential and shall indemnify the other relevant party in respect of all costs, claims, actions, proceedings,
losses and liabilities in connection with any unauthorised disclosure or use of the Confidential Information by such persons; or


 


(c)          that the information is or
becomes available in the public domain without breach by a party of its confidentiality obligations under this clause or at law.


 


Each party shall, on request
by any other party at any time, return to the other party any Confidential Information which it holds (in whatever form) in respect
of that other party.


 


		13.	STAMP DUTY AND EXPENSES



 


		13.1	Stamp duty:



 


(a)          All or any stamp duty payable
on the instruments of transfer and bought and sold notes relative to the sale and purchase of the Sale Shares shall be borne equally
by the Seller and the Purchaser.


 



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(b)          The Seller will handle the
assessment of stamp duty by the Stamp Office, and the payment of stamp duty.


 


		13.2	Expenses: Save as expressly provided herein, all expenses incurred by or on behalf of the parties
and their advisers including all fees of agents, representatives, solicitors, accountants, actuaries and other advisers employed
by any of them, in connection with the negotiation, preparation or execution of this Agreement, shall be borne solely by the party
who incurred the liability.



 


		14.	GENERAL



 


		14.1	No prejudice to rights/waiver: No failure to exercise, or delay in exercising, any right or
remedy under this Agreement will operate as a release or waiver of such right or remedy or any other right or remedy, nor will
any single or partial exercise of any right or remedy under this Agreement or provided by law preclude any other or further exercise
of it or the exercise of any other right or remedy or prejudice or affect any right or remedy against others under the same liability
whether joint, several or otherwise. A waiver of any breach of this Agreement or any right of remedy under this Agreement shall
not be effective, or implied, unless that waiver is in writing and is signed by the party giving the waiver.



 


		14.2	Status: Nothing in this Agreement is intended or shall be deemed to constitute a partner, agency,
employer-employee, variable interest entity or joint venture relationship between the parties.



 


		14.3	Entire agreement: This Agreement (together with the documents referred to herein and the Schedules
hereto) contains the entire agreement between the parties hereto relating to the transactions contemplated herein and supersedes
any previous agreement (oral or written) between the parties in relation thereto.



 


		14.4	Variations in writing: Any variation to this Agreement shall be binding only if it is in writing
and signed by or on behalf of each party.



 


		14.5	Severability: If any term in or provision of this Agreement shall be held to be illegal or unenforceable,
in whole or in part, under any enactment or rule of law, the term or provision shall to that extent be deemed not to form part
of this Agreement and the enforceability of the remainder of this Agreement shall not be affected.



 


		14.6	Rights cumulative: The rights and remedies provided in this Agreement are cumulative and not
exclusive of any rights or remedies provided by law.



 


		14.7	Survival: The rights and obligations contained in this Agreement remain in force after Completion,
except to the extent that they have been fully performed or where this Agreement provides otherwise. The rights and remedies of
each party in respect of this Agreement shall not be affected by Completion.



 


		14.8	Counterparts: This Agreement may be executed in any number of counterparts each of which when
executed and delivered is an original, but all the counterparts together constitute the same document.



 


		15.	NOTICES



 


		15.1	Addresses: Any notice or other communication under or in connection with this Agreement shall
be in writing and shall be left at or sent by pre-paid registered post (if posted from and to an address in Hong Kong and Macau),
pre-paid registered airmail (if posted from or to an address outside Hong Kong and Macau) or facsimile transmission to the party
due to receive the notice or communication at its respective address or facsimile number set out below or to such other address
and/or number(s) as may have been last specified by such party by written notice to each of the other parties hereto.



 



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To the Seller:


 


	Address:	Unit 12, 31/F., Eight Commercial Tower
	 	8 Sun Yip Street, Chaiwan, Hong Kong
	Attention:	Hiu Ping Lam
	Facsimile:	(852) 2521 1780


 


With a copy to Cheng Wong Lam
& Partners by fax at number (852) 2521 0220, marked for the attention of Mr. Cheng Hoo and Mr. David Cheng


 


To the Purchaser:


 


	Address:	Room 2907, West Tower Shun Tak Centre
	 	168-200 Connaught Road Central, Hong Kong
	Attention:	Xiaohong Ye


 


		15.2	Delivery: In the absence of evidence of earlier receipt, a notice or other communication is
deemed given:



 


(a)          if delivered personally, when left
at the address referred to in Clause 15.1;


 


(b)          if sent by mail except air mail,
two days after posting; and


 


(c)          if sent by air mail, six days after
posting;


 


(d)          if sent by fax, on completion of
its transmission.


 


In proving the giving of a
notice by mail it shall be sufficient to prove that the envelope containing such notice was properly addressed and posted.


 


		16.	GOVERNING LAW AND JURISDICTION



 


		16.1	Hong Kong law: This Agreement is governed by, and shall be construed in accordance with, the
laws of Hong Kong.



 


		16.2	Arbitration: The parties agree that they shall use their best efforts
to resolve amicably any dispute or difference arising from or in connection with this Agreement. If the parties are unable to settle
the dispute or difference within 30 days from the delivery by any party of a notice confirming the existence of the dispute, any
party may refer the dispute to arbitration in Hong Kong under the Hong Kong International Arbitration Centre Administered Arbitration
Rules in force when the valid notice of arbitration is submitted in accordance with these rules. The arbitration shall be conducted
in the English language. The award of the arbitration shall be final and binding on the parties, and the costs of arbitration shall
be borne by the losing party, unless otherwise determined by the relevant arbitration authority. During arbitration, except for
the matters under dispute, the parties shall continue to perform this Agreement.



 



    	11



    	 



    

 


SCHEDULE 1


 


PARTICULARS OF THE COMPANY


 


	Company number:	995476
	 	 
	Place of incorporation:	Hong Kong
	 	 
	Date of incorporation:	September 13, 2005
	 	 
	Authorized Share Capital:	HK$10,000 divided into 10,000 shares of HK$1 each
	 	 
	Issued Share Capital:	HK$10,000 divided into 10,000 shares
	 	 
	Shareholders and Shareholdings:	SGOCO Group Ltd. – 10,000 shares
	 	 
	Registered office:	Room 2301, 23/F, Ginza Square, 565-567 Nathan Road, Yaumatei, Kowloon, Hong Kong


 



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SCHEDULE 2


 


PARTICULARS OF THE SUBSIDIARIES


 


		1.	Guanke (Fujian) Electron Technological Industry
Co., Ltd.



 


	Company number:	350500400013970
	 	 
	Place of incorporation:	Fujian Province, China
	 	 
	Date of incorporation:	January16, 2006
	 	 
	Registered Capital:	US$11,880,000
	 	 
	Shareholders and Shareholdings:	Honesty Group Holdings Limited
	 	 
	Registered office:	Guanke Technology Park, Luoshan, Jinjiang City, Fujian, China 362200


 


		2.	Guanwei (Fujian) Electron Technological Industry
Co., Ltd.



 


	Company number:	350500400006333
	 	 
	Place of incorporation:	Fujian Province, China
	 	 
	Date of incorporation:	June 22, 2007
	 	 
	Registered Capital:	US$11,880,000, of which US$8.75 million is outstanding
	 	 
	Shareholders and Shareholdings:	Honesty Group Holdings Limited
	 	 
	Registered office:	Guanke Technology Park, Luoshan, Jinjiang City, Fujian, China 362200


 



    	13



    	 



    

 


		3.	Guancheng (Fujian) Electron Technological Industry
Co., Ltd.



 


	Company number:	350500400006368
	 	 
	Place of incorporation:	Fujian Province, China
	 	 
	Date of incorporation:	June 22, 2007
	 	 
	Registered Capital:	US$7,800,000
	 	 
	Shareholders and Shareholdings:	Honesty Group Holdings Limited
	 	 
	Registered office:	Guanke Technology Park, Luoshan, Jinjiang City, Fujian, China 362200


 


		4.	Jinjiang Guanke Electron Co., Ltd.



 


	Company number:	350582100117205
	 	 
	Place of incorporation:	Fujian Province, China
	 	 
	Date of incorporation:	May 12, 2010
	 	 
	Registered Capital:	RMB17, 000,000
	 	 
	Shareholders and Shareholdings:	Guanke (Fujian) Electron Technological Industry Co., Ltd.
	 	 
	Registered office:	Guanke Technology Park, Luoshan, Jinjiang City, Fujian, China 362200


 



    	14



    	 



    

 


SCHEDULE 3


 


Payment Schedule


 


1.          The Purchase Price as set forth in
Clause 3.1 shall be paid by way of telegraphic transfer in the manner as directed by the Seller in writing.


 


2.          The Purchase Price shall be paid
in installments according to the following schedule:


 


	Payment Date	 	Payment
	 	 	 
	7 days after the Completion Date	 	US$15,200,000 or its equivalent
	 	 	 
	30 days after the Completion Date	 	US$15,200,000 or its equivalent
	 	 	 
	60 days after the Completion Date	 	US$15,200,000 or its equivalent
	 	 	 
	90 days after the Completion Date	 	US$15,200,000 or its equivalent
	 	 	 
	120 days after the Completion Date	 	US$15,200,000 or its equivalent


 


3.          There shall be imposed upon the Purchaser
a 2% per month liquidated damage for any late payment computed upon the amount of any outstanding principal and accrued interest
whose payment to the Seller is overdue for more than 30 days under this Agreement.


 



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SCHEDULE 4


 


SELLER’S COMPLETION OBLIGATIONS


 


ACTIONS


 


The following actions:


 


		1.1	Meetings:



 


Holding of a Board of Directors’
meeting, or signing written resolutions, of the Directors of the Company at or in which resolutions shall be passed:


 


approving
the transfer of the Sale Shares to the Purchaser and the registration of the same subject to its being duly stamped and presented
for registration in accordance with the Company’s articles of association;


 


noting
the resignation of Sun Zone Investments Limited as Director and approving the appointment of Xiaohong Ye as Director;


 


noting the resignation of
Honest Joy Secretarial Limited as company secretary of the Company and approving the appointment of Aileen Yok Yee Chiu as secretary
in its place;


 


revoking
or varying all existing authorities in respect of the operation of the bank accounts of the Company as the Purchaser shall designate
in writing in advance.


 


DELIVERY
OBLIGATIONS


 


Delivery of the following documents
and things:


 


		2.1	Share certificates: Valid share certificates for the Sale Shares in the name of the Seller.



 


		2.2	Share transfers: Duly executed and valid instruments of transfer in relation to the Sale Shares, such transfers to be
in favor of the Purchaser, and sold notes in a form complying with the Stamp Duty Ordinance in respect of the Sale Shares.



 


		2.3	Resignations of directors and secretary: Written resignations of Sun Zone Investments Limited as Director and Honest
Joy Secretarial Limited as company secretary of the Company, confirming that they have no claims against the Company or the Subsidiaries
(as this case may be) in their capacity as director or company secretary whatsoever whether by way of compensation, remuneration,
severance payments, pensions, expenses or otherwise.



 


		2.4	Corporate records:  To the extent that the same are not already in the possession of the Company or its agents all Records,
complete and up to date, and the certificates of incorporation, deeds, documents and correspondence relating to the business, affairs,
assets and liabilities (including documents of title relating to the assets of the Company).



 


		2.5	The Accounts



 


		2.6	Check books: All the current check book of the Company together with current bank statements of the Company in respect
of its checking account.



 


		2.7	Resolutions:



Original written resolutions of the Directors of
the Company referred to in paragraph 1.1 of this Schedule 4 shall have been passed.


 



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SCHEDULE 5


 


WARRANTIES


 


		1.	AUTHORITY AND INFORMATION



 


		1.1	Authority: The Seller has full right, power and legal capacity to validly and duly execute and deliver, and to perform,
this Agreement and all other documents which are to be executed by it at or before Completion, and this Agreement constitutes,
and the documents which are to be executed by it at or before Completion when executed will constitute, legal, valid and binding
agreements or obligations of the Seller enforceable in accordance with their respective terms.



 


		2.	SHARES



 


		2.1	Sale Shares: The Seller is the sole legal and beneficial owner of, and has full right, power and authority to sell and
transfer the full legal and beneficial ownership of the Sale Shares free from all Encumbrances (of which there are none in existence)
and with all rights now and hereafter attaching thereto.



 


		2.2	Registered capital of Subsidiaries: The registered capital of the Subsidiaries is owned by the Company directly or indirectly
as and to the extent set out in Schedule 2.



 


		2.3	No other interests: The Company does not have:



 


		(a)	any subsidiary or is or has ever been the holder or beneficial owner of, or has agreed to acquire, any share or loan capital
of any company, other than the Subsidiaries; and/or



 


		(b)	any branch, agency or place of business, or any permanent establishment.



 


		3.	ACCOUNTS AND RECORDS



 


		3.1	Accounts: The Accounts:



 


		(a)	give a true and fair view of the assets, liabilities, state of affairs and financial position of the Company at the Last Accounts
Date and its profits/loss for the financial period ended on that date;



 


		(b)	comply with the requirements of the Companies Ordinance and other relevant laws; and



 


		(c)	have been prepared in accordance with US Generally Accepted Accounting Principles.



 


		3.2	No material adverse change: There has been no material and adverse effect on the financial
position, business, and results of operations and prospects of the Company since the Last Accounts Date.



 


		3.3	Liabilities: No material liabilities have been assumed or incurred by the Company since the Last Accounts Date.



 


		4.	TAXATION



 


		4.1	The Company has duly filed all tax returns and paid all applicable taxes in accordance with all relevant and applicable laws,
and was not and is not involved in any dispute with any tax authority and there are no factual circumstances existing which would
result in any such dispute in the future.



 


		4.2	All information supplied by or on behalf of the Company for the purposes of taxation was when supplied and remains complete
and accurate in all material respects.



 



    	17



    	 



    

 


		5.	LEGAL STATUS AND COMPLIANCE



 


		5.1	Due incorporation: The Company has been duly incorporated and is legally subsisting under the law of Hong Kong, and
there has been no resolution, petition or order for the winding-up of the Company, nor are any such resolutions, petitions or orders
imminent or likely.



 


		5.2	No breach of laws: Neither the Company nor any of its officers, agents or employees (during the course of their duties
in relation to it), has committed, or omitted to do, any act or thing which is in contravention of any applicable laws or regulation,
giving rise to any fine, penalty, default proceedings or other liability on its part or other adverse consequences.



 


		6.	BUSINESS



 


		6.1	Since the Last Accounts Date: Since the Last Accounts Date, the business of the Company has been continued in the ordinary
and normal course and in the same manner as previously.



 


		7.	REAL PROPERTY



 


		7.1	No real property: Except for real property or lease interest owned by its Subsidiaries, the Company does not own any
real property or lease interest in Hong Kong or elsewhere.



 


		8.	AGREEMENTS



 


		8.1	Material/unusual contracts: Except the Subsidiaries’ articles of association in relation to the Company’s
investment in the Subsidiaries, the Company has not entered into any agreements, instruments and arrangements, whether written
or oral, as at the date of this Agreement which are material to the Company and its business, relationships and financial position
and prospects, or is otherwise a contract of an unusual or abnormal nature, or outside the ordinary and proper course of its business.



 


		9.	LITIGATION



 


		9.1	No litigation: The Company is not involved in any litigation, arbitration, administrative or criminal or other proceedings,
whether as plaintiff, defendant or otherwise; there are no such proceedings pending or threatened, either by or against the Company;
and there is no fact or circumstance which is likely to give rise to any such proceedings involving the Company.



 



    	18



    	 



    

 


SCHEDULE 6


 


ACTIVITIES PENDING COMPLETION


 


Save with the prior written consent of the Purchaser, the Exempted
Transactions or as expressly provided in this Agreement, the Seller shall procure that the Company will:


 


		1.	Ordinary business: carry on its business and activities in the ordinary and usual course
without interruption, in the usual manner so as to maintain its business as a going concern, and not make any change or material
decision regarding its business (including its terms of business), affairs, assets and liabilities;



 


		2.	Acquire or dispose of assets:  not acquire for or dispose of any assets of the Company
otherwise than in the ordinary and usual course of its business;



 


		3.	Capital expenditures: not make, or agree to make, any capital expenditure;



 


		4.	Dividends: not declare, pay or make any dividend or distribution;



 


		5.	Encumbrances: not to create any Encumbrance in respect of the Company or its assets;



 


		6.	Guarantees and loans: not give, or agree to give, any Guarantee or loan of any money to
any person;



 


		7.	Payments in ordinary course: not make any payment out of the Company’s bank account
except where the payment is in the ordinary and usual course of its business;



 


		8.	Onerous agreements: not to enter into any agreement, arrangement or obligation which exceeds
one year in term or is onerous or unusual in nature



 


		9.	Comply with laws and regulations: conduct its business in accordance with and in compliance with all applicable laws
and regulations;



 


		10.	Co-operation to Purchaser: give all reasonable co-operations to the Purchaser so as to ensure a smooth transition of
management and control of the Company after Completion.



 



    	19



    	 



    

 


SCHEDULE 7


 


EXEMPTED TRANSACTIONS


 


1. Please see the table below setting forth all the asset transfer
contracts which recently have been signed by the Group.


 


	Date	 	Contract Parties	 	Description of Contracts
	 	 	 	 	 
	November 15, 2011	 	Guanke (Fujian) Electron Technological Industry Co., Ltd. (“Guanke (Fujian)”) and SGOCO INTERNATIONAL (HK) LIMITED (“SGOCO INTERNATIONAL”)	 	Transfer of trademarks and trademark applications
	 	 	 	 	 
	November 15, 2011	 	Guanke (Fujian) and SGOCO INTERNATIONAL	 	Exclusive licensing of trademarks and interests in the trademark applications
	 	 	 	 	 
	November 15, 2011	 	Guanwei (Fujian) Electron Technological Industry Co., Ltd. (“Guanwei(Fujian)”) and SGOCO INTERNATIONAL	 	Transfer of trademark
	 	 	 	 	 
	November 15, 2011	 	Guanwei (Fujian) and SGOCO INTERNATIONAL	 	Exclusive licensing of trademark
	 	 	 	 	 
	November 15, 2011	 	Guanke (Fujian) and SGOCO Electronic Co. Ltd. (“SGOCO (Fujian)”)	 	Transfer of research and development related equipments


 


2. Guanke (Fujian) will transfer and assign
to SGOCO (Fujian) all of its right, title and interest in and to the domain names including www.sgoco.com and www.sgocogroup.com
(the “Domain Names”), and the registration thereof. After the Completion but before the said transfer of all of its
right, title and interest in and to the Domain Names are completed, Guanke (Fujian) will grant exclusive license to SGOCO (Fujian)
to use the Domain Names.


 


3. Guanke (Fujian), Guancheng (Fujian)
Electron Technological Industry Co., Ltd. and Jinjiang Guanke Electron Co., Ltd. (the “Assigning Parties”) will terminate
some of the master sale contracts for which one of them is a party that have not been fully performed. SGOCO (Fujian) and SGOCO
INTERNATIONAL will sign contracts with the respective third parties to assume the rights and/or responsibilities of one of the
Assigning Parties accordingly.


 


4. Guanke (Fujian) will terminate all of its
agreements with the SGOCO retail stores and SGOCO (Fujian) will sign contracts with the SGOCO retail stores to assume the rights
and/or responsibilities of Guanke (Fujian) under Guanke (Fujian)’s original agreements with the SGOCO retail stores.


 


5. For the avoidance of doubt, the duly and timely completion
of the Exempted Transactions does not constitute conditions precedent for the Completion.


 



    	20



    	 



    

 


EXECUTED AS AN AGREEMENT


 


	SIGNED BY /s/ Burnette Or	 	)
	 	 	)
	for and on behalf of	 	)
	SGOCO GROUP, LTD.	(sealed)     	)
	in the presence of:	 	)
	 	 	 





Signature of Witness:


 


Name:


 


Address:


 


	SIGNED BY /s/ Xiaohong Ye	 	)
	 	 	)
	for and on behalf of	 	)
	APEX FLOURISH GROUP LIMITED	(sealed)     	)
	in the presence of:	 	)


 


Signature of Witness: HP Lam


 


Name: LAM HIU PING


 


Address:


 



    	21



    	 



    

 


ANNEX


 


THE ACCOUNTS (Preliminary Draft)


 


(In US$)


 


HONESTY GROUP


CONSOLIDATED STATEMENTS OF INCOME
AND OTHER COMPREHENSIVE  INCOME


(UNAUDITED)


 


	 	 	Nine Months Ended	 
	 	 	September 30,	 
	 	 	2011	 
	REVENUES:	 	 	 	 
	Revenues	 	 	244,121,724	 
	Revenues - related parties	 	 	-	 
	Total revenues	 	 	244,121,724	 
	 	 	 	 	 
	COST OF GOODS SOLD:	 	 	 	 
	Cost of goods sold	 	 	218,188,315	 
	Cost of goods sold - related parties	 	 	-	 
	Total cost of goods sold	 	 	218,188,315	 
	 	 	 	 	 
	GROSS PROFIT	 	 	25,933,409	 
	 	 	 	10.6	%
	 	 	 	 	 
	OPERATING EXPENSES:	 	 	 	 
	Selling expenses	 	 	1,134,426	 
	General and administrative expenses	 	 	3,137,749	 
	Total operating expenses	 	 	4,272,175	 
	 	 	 	 	 
	INCOME FROM OPERATIONS	 	 	21,661,234	 
	 	 	 	 	 
	OTHER INCOME (EXPENSES):	 	 	 	 
	Interest income	 	 	231,137	 
	Interest expense	 	 	(1,497,171	)
	Other income (expense), net	 	 	(131,178	)
	Change in fair value of warrant derivative liability	 	 	-	 
	Total other income (expenses), net	 	 	(1,397,212	)
	 	 	 	 	 
	INCOME BEFORE PROVISION FOR INCOME TAXES	 	 	20,264,022	 
	 	 	 	 	 
	PROVISION FOR INCOME TAXES	 	 	2,738,849	 
	 	 	 	 	 
	NET INCOME	 	 	17,525,173	 
	 	 	 	 	 
	OTHER COMPREHENSIVE INCOME:	 	 	 	 
	Foreign currency translation adjustment	 	 	1,632,453	 
	 	 	 	 	 
	COMPREHENSIVE INCOME	 	 	19,157,626	 







 


HONESTY GROUP


CONSOLIDATED BALANCE SHEETS


For Q3,2011


 


	 	 	September 30,	 
	 	 	2011	 
	 	 	(Unaudited)	 
	ASSETS	 	 	 	 
	 	 	 	 	 
	CURRENT ASSETS	 	 	 	 
	Cash	 	 	3,605,707	 
	Restricted cash	 	 	28,830,550	 
	Accounts receivable, trade	 	 	56,399,181	 
	AR intercompany -SW	 	 	36,745	 
	Other receivables	 	 	623,003	 
	Other receivables intercompany - SPAC	 	 	240,456	 
	Other receivables Intercompany - SGOCO	 	 	3,377,815	 
	OR Intercompany - Sgoco Intl	 	 	440,000	 
	Other Receivable-shareholder	 	 	445,005	 
	Inventories	 	 	13,824,900	 
	Advances to suppliers	 	 	116,846,666	 
	Total current assets	 	 	224,670,028	 
	 	 	 	 	 
	PLANT AND EQUIPMENT, NET	 	 	16,564,220	 
	 	 	 	 	 
	OTHER ASSETS	 	 	 	 
	Intangible assets, net	 	 	8,791,482	 
	Total other assets	 	 	25,355,702	 
	 	 	 	 	 
	Total assets	 	 	250,025,730	 
	 	 	 	 	 
	LIABILITIES AND SHAREHOLDERS' EQUITY	 	 	 	 
	 	 	 	 	 
	CURRENT LIABILITIES	 	 	 	 
	Accounts payable, trade	 	 	38,458,725	 
	Accrued liabilities	 	 	310,592	 
	Bank overdraft	 	 	1,519,836	 
	Notes payable	 	 	59,352,650	 
	Short-term loan	 	 	50,975,028	 
	Other payables	 	 	2,189,627	 
	Other payables Intercompany - SGOCO	 	 	5,560,000	 
	Customer deposits	 	 	9,751,286	 
	Taxes payable	 	 	2,972,706	 
	Total current liabilities	 	 	171,090,450	 
	 	 	 	 	 
	Total liabilities	 	 	171,090,450	 
	 	 	 	 	 
	SHAREHOLDERS' EQUITY	 	 	 	 
	Paid-in-capital	 	 	22,366,631	 
	Statutory reserves	 	 	3,560,838	 
	Retained earnings	 	 	47,110,186	 
	Accumulated other comprehensive income	 	 	5,897,625	 
	Total shareholders' equity	 	 	78,935,280	 
	 	 	 	 	 
	Total liabilities and shareholders' equity	 	 	250,025,730	 



 



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