Exhibit
10.2

    English Translation of
Chinese Language Document

    


    SUPPLEMENTARY
AGREEMENT

    TO
THE EQUITY INTERESTS TRANSFER FRAMEWAORK AGREEMENT

    


     

    This
Supplementary Agreement to the Equity Interests Transfer Framework Agreement
(this “Agreement”) is
entered into by the parties below in Beijing, China as of November 17,
2009:

     

    Acquirer: Beijing Funtalk Century
Telecommunications Equipment Retail Chain Co., Ltd., a limited liability
company duly organized under the laws of the People’s Republic of China with the
registration number of its business license as 110108010608315 (the “Acquirer”);

     

    Transferor: Beijing Tangjun
Technology Co., Ltd., a limited liability company duly organized under
the laws of the People’s Republic of China with the registration number of its
business license as 1101082678998 (the “Transferor”).

     

    In this
Agreement, the Acquirer and the Transferor are individually referred to as a
“Party” and collectively
as “Parties”. Unless
specifically noted or otherwise specified, words or terms used in this Agreement
shall have the meanings specified in the Original Agreement (as defined
below).

     

    WHEREAS:

     

    1. The
Acquirer and the Transferor have entered into the Equity Interests Transfer
Framework Agreement (the “Original Agreement”) on
August 3, 2009 with respect to the transfer of 100% of the equity interests (the
“Target Equity”) in
Shanghai Xieheng Telecommunications Equipment Co., Ltd. (the “Target
Company”).

     

    2. It is
unanimously agreed by the Parties to modify and supplement parts of the
provisions of the Original Agreement.

    


    NOW, THEREFORE, the Parties have
reached the following agreements through negotiations:

     

    Article 1    
The Parties confirm and agree that pursuant to the provisions of Article
5.2 of the Original Agreement, the Transferor shall pay RMB twenty eight million
four hundred and eighty thousand Yuan (¥28,480,000.00) to
the bank account designated by the Acquirer (the bank account of the Target
Company) within 5 business days after the execution date of this Agreement. In
case of any delay in making such payment, the Transferor shall pay a penalty at
a rate of 0.05% per day of the overdue amount (the “Overdue Penalty”). The
Acquirer may directly deduct the aforesaid amount and the Overdue Penalty from
the Third Installment of the Acquisition Consideration.

     

    
      
         

      

      
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    Article 2    
The Parties confirm and agree that certain preconditions for the closing
of the transfer of the Target Equity as set forth in Article 4.1 of the Original
Agreement shall be waived pursuant to relevant provisions herein and the closing
of the transfer of the Target Equity shall be performed in accordance with the
provisions herein.

     

    Article 3    
The Parties confirm and agree that they shall sign the equity interests
transfer agreement for purpose of the modification registration with the
competent administration for industry and commerce of the Target Company (the
“Competent AIC”) for the
transfer of the Target Equity (the “AIC Version Equity Transfer
Agreement”) as well as other documents required for such modification
registration (together with the AIC Version Equity Transfer Agreement, the “AIC Registration Documents”)
as soon as possible. The Transferor shall submit the AIC Registration Documents
with the Competent AIC and obtain the notification of acceptance thereof issued
by the Competent AIC before November 9, 2009. The Acquirer agrees that it shall
have caused Beijing Ruizhi Jiye Investment Co., Ltd. to apply to the Competent
AIC to release the pledge registration of the Target Equity on or before the
date of the aforesaid submission of the AIC Registration Documents.

     

    Article 4    
The Parties confirm and agree to the following with respect to the
“Transfer of equity interests” as set forth in subparagraph (i) of Article
4.1(1) “Restructuring” of the Original Agreement:

     

    (1) The
Target Company has transferred 100% of the equity interests in Shanghai Xieheng
Information Technology Co., Ltd. (“Xieheng Technology”) to the
Transferor and has completed the modification registration with the relevant
administration for industry and commerce for the said transfer. The Target
Company is no longer the shareholder of Xieheng Technology and shall not assume
any responsibilities, obligations and risks in connection with Xieheng
Technology; the Transferor shall be responsible for assuming and resolving any
responsibilities, obligations and risks in connection with Xieheng Technology
which exist or incur before the transfer pursuant to this Article.

     

    (2) The
Target Company has transferred 100% of the equity interests in Shanghai Xieheng
Telecommunications Appliance Co., Ltd. (“Xieheng Appliance”) to the
party designated by the Transferor and has completed the modification
registration with the relevant administration for industry and commerce for the
said transfer. The Target Company is no longer the shareholder of Xieheng
Appliance and shall not assume any responsibilities, obligations and risks in
connection with Xieheng Appliance; the Transferor shall be responsible for
assuming and resolving any responsibilities, obligations and risks in connection
with Xieheng Appliance which exist or incur before the transfer pursuant to this
Article.

     

    (3) The
company deregistration formalities for the ten companies listed in Annex 1
hereto which have no operating stores (the “Ten Companies”) have been
completed or are being handled. The Annex 1 attached hereto has listed the
relevant company deregistration documents of the Ten Companies which have been
provided or are to be provided by the Transferor. The Transferor agrees to cause
the Ten Companies to furnish all the outstanding documents to the Acquirer
within 30 days after the Closing Date to prove that the Ten Companies have fully
completed the deregistration formalities. The Transferor agrees that it will be
responsible for assuming and resolving any and all debts, responsibilities,
obligations, disputes, litigations and arbitrations in connection with the Ten
Companies as of the completion date of the company deregistration. Any losses
and expenses thus caused to the Acquirer and/or the Target Company shall be
borne or compensated by the Transferor and the Acquirer may directly deduct the
relevant amount from the Third Installment of the Acquisition Consideration to
cover such losses and expenses;

     

    
      
         

      

      
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    (4) The
Parties confirm that the expenses arising from or in connection with the
aforesaid transfer, modification or deregistration have been borne by the
Transferor and any and all subsequent expenses incurred in connection therewith
will still be borne by the Transferor. Any payment subsequently made by the
Acquirer for the Transferor in connection therewith shall be directly deducted
from the Third Installment of the Acquisition Consideration.

     

    Article
5     The Parties confirm and agree
to the following with respect to the “Acquisition of equity interests” as set
forth in subparagraph (ii) of Article 4.1(1) “Restructuring” of the Original
Agreement:

     

    Xieheng
Technology has transferred 100% of the equity interests in Shanghai Xieheng
Electronic Products Co., Ltd. (“Xieheng Products”) to the
Target Company and has completed the modification registration with the relevant
administration for industry and commerce for the said transfer. Xieheng
Technology is no longer the shareholder of Xieheng Electronic. Notwithstanding
the foregoing, the Transferor shall be responsible for assuming and resolving
any and all debts, responsibilities, obligations, disputes, litigations and
arbitrations in connection with Xieheng Electronic and/or Xieheng Technology as
of the Reference Date (July 31, 2009). Any losses and expenses thus caused to
the Acquirer and/or the Target Company shall be severally and jointly borne or
compensated by the Transferor and Xieheng Technology and the Acquirer may
directly deduct the relevant amount from the Third Installment of the
Acquisition Consideration to cover such losses and expenses.

     

    Article
6     The Parties confirm and agree
that:

     

    (1) The
“Updated Equity Structure Chart after Restructuring” as set forth in Part One of
Annex 2 hereto (the “New
Structure Chart”) shall replace the equity structure chart after
restructuring as set forth in Annex 4 of the Original Agreement (the “Original Structure
Chart”);

     

    (2) The
company deregistration formalities for Yantai Xieheng Communications Equipment
Co., Ltd. (“Yantai
Xieheng”), Hengyang Xieheng Mobile Communications Equipment Co., Ltd.
(“Hengyang Xieheng”),
Loudi Xieheng Mobile Communications Equipment Co., Ltd. (“Loudi Xieheng”), Zhuzhou
Xieheng Mobile Communications Equipment Co., Ltd. (“Zhuzhou Xieheng”), Xuzhou
Xieheng Mobile Communications Equipment Co., Ltd. (“Xuzhou Xieheng”) and Dongguan
Xieheng Electronic Co., Ltd. (“Dongguan Xieheng”) as listed
in the Original Structure Chart (collectively, the “Six Companies”) have been
completed or are being handled. The Transferor agrees to cause the Six Companies
to complete the company deregistration formalities within 90 days after the
Closing Date. The Transferor agrees that it will be responsible for assuming and
resolving any and all debts, responsibilities, obligations, disputes,
litigations and arbitrations in connection with the Six Companies as of the
completion date of the company deregistration. Any losses and expenses thus
caused to the Acquirer and/or the Target Company shall be borne or compensated
by the Transferor and the Acquirer may directly deduct the relevant amount from
the Third Installment of the Acquisition Consideration to cover such losses and
expenses;

     

    
      
         

      

      
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    (3) The
Transferor confirms and undertakes that, as of the execution date of this
Agreement, the equity structure indicated in the New Structure Chart in Part One
of Annex 2 hereto is accurate and true;

     

    (4) The
Transferor confirms and undertakes that, as of the execution date of this
Agreement, the companies listed in Part Two of Annex 2 hereto are all duly
incorporated and exist under the laws and regulations of the People’s Republic
of China. With regard to the documents or materials to be provided as marked in
Part Two of Annex 2, the Transferor agrees to cause relevant parties to furnish
to the Acquirer within 30 days after the Closing Date.

     

    Article
7     The Transferor confirms that
with respect to the “Transfer of Assets” as set forth in Article 4.1(2) of the
Original Agreement, as of the execution date of this Agreement, the real
properties under Shang Qing Fang Di Quan Shi Zi No. 253215, 253216, 247877,
247878 and 247880 (collectively, the “Target Real Properties”) have
not been transferred to the Transferor and/or its designee. The Parties agree
that the Transferor shall complete the transfer formalities of the Target Real
Properties within 90 days after the Closing Date. The taxes and fees arising
from such transfer (whether payable by the real property transferor or
transferee in accordance with law) shall be borne by the Transferor. Any payment
made by the Acquirer for the Transferor in connection therewith may be directly
deducted from the Third Installment of the Acquisition
Consideration

     

    Article 8    
The Parties confirm and agree to the following with respect to the
“Execution of Retail Store Lease Agreement” as set forth in Article 4.1(3) of
the Original Agreement:

     

    (1) The
“List of Outside-system Companies Retail Store Lease Information” as set forth
in Annex 3 hereto (the “Lease
Information List”) has completely and exhaustively listed all the retail
stores whose lease agreements shall be renewed by the Target Company, its
subsidiaries or the party designated by the Acquirer pursuant to the provisions
of Article 4.1(3) “Execution of Retail Store Lease Agreement” of the Original
Agreement.

     

    (2) As of
the execution date of this Agreement, except for the situations as marked in the
Annex 3 hereto, the Target Company, its subsidiaries or the party designated by
the Acquirer has renewed the lease agreement for each of the retail stores
listed in Annex 3 (please refer to the Annex 3 hereto for the respective leasee
for each retail store). The Acquirer confirms and agrees to accept the renewal
arrangements of the lease agreements of such retail stores;

     

    (3) The
lease agreement for the No. 78 store (Sun Plaza Store) in Guangdong region as
listed in Annex 3 of the Original Agreement has been renewed by Guangzhou
Xieheng Communications Equipment Co., Ltd., with a lease term of 3 years
commencing from September 10, 2009.

     

    
      
         

      

      
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    Article
9     The Parties confirm and agree
to modify and supplement Article 4.1(4) “Intangible Assets” of the Original
Agreement as follows:

     

    (1) The
domain name “xieheng.com” as listed in Annex 5 of the Original Agreement is
owned by the Target Company;

     

    (2) As of
the execution date of this Agreement, the seven registered trademarks as listed
in Annex 4 hereto (the
“Transfer Trademarks”) are still owned by the Target Company. The Target
Company has applied to transfer such Transfer Trademarks to Shanghai Xieheng
Investment Co., Ltd. (“Xieheng
Investment”) and has submitted relevant transfer application materials to
the Trademark Office of Administration for Industry and Commerce of the People’s
Republic of China (the “Trademark Office”). The
Trademark Office has issued the acceptance notifications for the transfer
application with respect to the Transfer Trademarks;

     

    (3) The
Parties agree that Xieheng Investment and the Target Company shall enter into
certain Trademark License Contract (the “License Contract”), pursuant
to which Xieheng Investment shall, upon obtaining the ownership of the Transfer
Trademarks, immediately grant the Target Company a royalty-free, sole and
exclusive license to use such trademarks under the trademark categories of
mobile phone retail, after-sales service and mobile communications agency
business (Categories 35 and 37 under the Nice Agreement concerning the
International Classification of Goods and Services for the Purposes of the
Registration of Marks), with a license term until February 29, 2012 (the “License Term”). The Parties
further confirm and agree that upon the approval of the transfer application of
the Transfer Trademarks by the Trademark Office, the Transferor shall cause
Xieheng Investment to unconditionally cooperate in signing the License Contract
pursuant to the provisions of this Agreement and handle the filing and
registration of the License Contract within 10 days thereafter so as to ensure
that the Target Company will promptly and legally obtain the sole and exclusive
right to use the Transfer Trademarks within the License Term.

     

    Article 10    
The Parties confirm and agree to modify and supplement Article 4.1(5)
“Channel Resources” of the Original Agreement as follows:

     

    The
Transferor confirms and undertakes that, as of the execution date of this
Agreement, the sales cooperation between the Target Company and its subsidiaries
and Nokia, Samsung and Sony Ericsson shall remain effective, and there is no
outstanding litigation, arbitration or dispute of other forms between the Target
Company and its subsidiaries and any previous or current suppliers (including
without limitation Nokia, Samsung and Sony Ericsson).

     

    Article
11     The Parties confirm that the
Transferor has completed the personnel arrangement in connection with Article
4.1(6) of the Original Agreement to basically ensure the smooth transition and
the effective and on-going operation of the Target Company. The severance
payment, social insurance fees, social security fees, housing provident funds,
welfare fees, etc for the general managers of branches/subsidiaries and the
department managers or higher level employees of the Target Company that are not
retained by the Acquirer have been borne or paid by the Transferor. The closing
precondition with respect to the “Personnel Arrangement” as set forth in the
Original Agreement has been fulfilled.

     

    
      
         

      

      
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    Article
12     Except as otherwise provided
in the Original Agreement or this Agreement, without the prior written consent
of the Acquirer, the Acquirer shall not assume any debts and liabilities,
existing, occurring, known or unknown prior to the Reference Date, of the
Transferor, the Target Company and its subsidiaries and affiliated companies,
and the Transferor shall continue to assume all such debts and liabilities,
including without limitation tax risks and liabilities. Where such debts, risks
and liabilities have resulted to any claims, litigations, arbitrations,
administrative sanctions or other legal proceedings against the Acquirer, the
Target Company and its subsidiaries, the Transferor shall unconditionally and
irrevocably settle them and indemnify the Acquirer, the Target Company and its
subsidiaries against any and all losses and expenses thus incurred.

     

    Article
13     The Parties hereby confirm
that the AIC Version Equity Transfer Agreement shall be used only for purpose of
the modification registration of the transfer of the Target Equity with the
Competent AIC. In case of any inconsistency or conflict between the AIC Version
Equity Transfer Agreement and the Original Agreement or this Agreement, the
Original Agreement and this Agreement shall prevail.

     

    Article
14     This Agreement, as a
supplementary agreement to the Original Agreement, is an integral part of the
Original Agreement. Except for the modifications and supplements contained
herein, the other provisions of the Original Agreement are not modified or
adjusted and shall continue to be fully performed by the Parties. In case of any
inconsistency or conflict between the Original Agreement and this Agreement, the
provisions of this Agreement shall prevail.

     

    Article
15     In the event that any
provision of this Agreement is held to be invalid or unenforceable by applicable
laws and regulations, the court of competent jurisdiction or other institution,
the validity and enforceability of the other provisions of this Agreement shall
not be affected thereby.

     

    Article 16    
This Agreement is written in Chinese and binds upon the Parties. This
Agreement is executed in two (2) counterparts, one for each Party and each of
which shall be deemed an original, but all of which, taken together, shall
constitute one and the same instrument.

     

    
      	
               
      

            	
              The
      following annexes are an integral part of this
  Agreement.

            


    

    


    Annex
1     List of the Deregistration
Information of Deregistered Subsidiaries

    Annex
2     List of Information of Inside-system
Companies

                       Part
One     Updated Equity Structure Chart
after Restructuring

                       Part
Two     Basic Information of Target Company
and Its Subsidiaries

    Annex
3     List of Outside-system Companies
Retail Store Lease Information

    Annex
4     List of Transfer
Trademarks


    
      
         


      

      
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    Signature
page of the Supplementary Agreement to the Equity Interests Transfer Framework
Agreement

    


    


    Acquirer:
Beijing Funtalk Century Telecommunications Equipment Retail Chain Co.,
Ltd.

    


    


    


    Signed by
authorized representative: /s/                                                    
                                                                                                          


    Name of
authorized representative: Dongping Fei


    
      
         


      

      
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    Signature
page of the Supplementary Agreement to the Equity Interests Transfer Framework
Agreement

    


    


    Transferor:
Beijing Tangjun Technology Co., Ltd.

    


    


    


    Signed by
authorized representative: /s/                                                    
                                                                                                           

    Name of
authorized representative:

    


    
 

    
      
         

      

      
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