f8k111909ex10i_newenergy.htm


    Exhibit
10.1

    


    SHARE
EXCHANGE AGREEMENT

    


    AMONG

    


    NEW
ENERGY SYSTEMS GROUP

    


    ANYTONE
INTERNATIONAL (H.K.) CO., LTD.

    


    SHENZHEN
ANYTONE TECHNOLOGY CO., LTD.

    


    AND

    


    THE
SHAREHOLDERS OF ANYTONE INTERNATIONAL (H.K.) CO., LTD. LISTED ON SCHEDULE
1

    ----------

    


    DATED AS
OF

    


    NOVEMBER
__, 2009

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
 

    TABLE OF
CONTENTS

    


    
      	 	PAGE
	
              INDEX
      OF SCHEDULES AND EXHIBITS

            	
              IV

            
	 
      	 
      
	
              ARTICLE
      I EXCHANGE OF SHARES

            	
              1

            
	 
      	 
      
	
                 1.1    Agreement
      to Sell

            	
              1

            
	
                 1.2    Purchase
      Price

            	
              1

            
	
                 1.3    Mechanics
      of Exchange

            	
              2

            
	
                 1.4    No
      Fractional Shares

            	
              2

            
	 
      	 
      
	
              ARTICLE
      II REPRESENTATIONS AND WARRANTIES OF Anytone

            	
              2

            
	 
      	 
      
	
                 2.1    Organization
      and Qualification

            	
              3

            
	
                 2.2    Subsidiaries

            	
              3

            
	
                 2.3    Formation
      Documents

            	
              3

            
	
                 2.4    Authorization
      and Validity of this Agreement

            	
              3

            
	
                 2.5    No
      Violation

            	
              4

            
	
                 2.6    Capitalization
      and Related Matters

            	
              4

            
	
                 2.7    Compliance
      with Laws and Other Instruments

            	
              5

            
	
                 2.8    Certain
      Proceedings

            	
              6

            
	
                 2.9    No
      Brokers or Finders

            	
              6

            
	
                 2.10  Title
      to and Condition of Properties

            	
              6

            
	
                 2.11  Absence
      of Undisclosed Liabilities

            	
              7

            
	
                 2.12  Changes

            	
              7

            
	
                 2.13  Material
      Contracts

            	
              8

            
	
                 2.14  Tax
      Returns and Audits

            	
              9

            
	
                 2.15  Material
      Assets

            	
              10

            
	
                 2.16  Insurance
      Coverage

            	
              10

            
	
                 2.17  Litigation;
      Orders

            	
              11

            
	
                 2.18  Licenses

            	
              11

            
	
                 2.19  Interested
      Party Transactions

            	
              11

            
	
                 2.20  Governmental
      Inquiries

            	
              12

            
	
                 2.21  Bank
      Accounts and Safe Deposit Boxes

            	
              12

            
	
                 2.22  Intellectual
      Property

            	
              12

            
	
                 2.23  Stock
      Option Plans; Employee Benefits

            	
              12

            
	
                 2.24  Employee
      Matters

            	
              13

            
	
                 2.25  Environmental
      and Safety Matters

            	
              13

            
	
                 2.26  Material
      Customers

            	
              14

            
	
                 2.27  Inventories

            	
              14

            
	
                 2.28  Money
      Laundering Laws

            	
              14

            
	
                 2.29  Disclosure

            	
              15

            
	
                 2.30  Finders
      and Brokers

            	
              15

            


    

          

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      
        	 
      	
                PAGE

              
	
                ARTICLE
      III REPRESENTATIONS AND WARRANTIES OF NEWN

              	
                16

              
	 
      	 
      
	
                   3.1    Organization;
      Good Standing

              	
                16

              
	
                   3.2    NEWN
      Common Stock

              	
                16

              
	
                   3.3    Authority;
      Binding Nature of Agreements

              	
                16

              
	
                   3.4    Non-Contravention;
      Consents

              	
                17

              
	
                   3.5    Finders
      and Brokers

              	
                18

              
	
                   3.6    Reports
      and Financial Statements; Absence of Certain Changes

              	
                18

              
	
                   3.7    Compliance
      with Applicable Law

              	
                19

              
	
                   3.8    Complete
      Copies of Requested Reports

              	
                19

              
	
                   3.9    Full
      Disclosure

              	
                19

              
	 
      	 
      
	
                ARTICLE
      IV COVENANTS OF ANYTONE

              	
                19

              
	 
      	 
      
	
                   4.1    Access
      and Investigation

              	
                19

              
	
                   4.2    Operation
      of Business

              	
                20

              
	
                   4.3    Filings
      and Consents; Cooperation

              	
                21

              
	
                   4.4    Notification;
      Updates to Disclosure Schedules

              	
                22

              
	
                   4.5    Commercially
      Reasonable Efforts

              	
                23

              
	
                   4.6    Confidentiality;
      Publicity

              	
                23

              
	 
      	 
      
	
                ARTICLE
      V COVENANTS OF NEWN

              	
                23

              
	 
      	 
      
	
                   5.1    Notification

              	
                23

              
	
                   5.2    Filings
      and Consents; Cooperation

              	
                24

              
	
                   5.3    Commercially
      Reasonable Efforts

              	
                24

              
	
                   5.4    Disclosure
      of Confidential Information

              	
                24

              
	
                   5.5    Indemnification

              	
                25

              
	 
      	 
      
	
                ARTICLE
      VI CLOSING CONDITIONS OF NEWN

              	
                27

              
	 
      	 
      
	
                   6.1    Accuracy
      of Representations and Warranties

              	
                27

              
	
                   6.2    Additional
      Conditions to Closing

              	
                27

              
	
                   6.3    Performance
      of Agreements

              	
                28

              
	
                   6.4    Consents

              	
                28

              
	
                   6.5    No
      Material Adverse Change

              	
                28

              
	
                   6.6    Anytone
      Closing Certificates

              	
                28

              
	
                   6.7    Transactional
      Agreements

              	
                28

              
	
                   6.8    Delivery
      of Stock Certificates, Minute Book and Corporate Seal

              	
                29

              
	 
      	 
      
	
                ARTICLE
      VII CLOSING CONDITIONS OF THE SHAREHOLDERS

              	
                29

              
	 
      	 
      
	
                   7.1    Accuracy
      of Representations and Warranties

              	
                29

              
	
                   7.2    Additional
      Conditions to Closing

              	
                29

              
	
                   7.3    NEWN
      Closing Certificates

              	
                30

              
	
                   7.4    No
      Material Adverse Change

              	
                30

              


      
      

     

    
      
        
        

      

      
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                PAGE

              
	
                   7.5    Performance
      of Agreements

              	
                30

              
	
                   7.6    Consents

              	
                30

              
	
                   7.7    NEWN
      Stock

              	
                30

              
	 
      	 
      
	
                ARTICLE
      VIII FURTHER ASSURANCES

              	
                31

              
	 
      	 
      
	
                ARTICLE
      IX TERMINATION

              	
                31

              
	 
      	 
      
	
                   9.1    Termination

              	
                31

              
	
                   9.2    Termination
      Procedures

              	
                32

              
	
                   9.3    Effect
      of Termination

              	
                32

              
	 
      	 
      
	
                ARTICLE
      X MISCELLANEOUS

              	
                33

              
	 
      	 
      
	
                   10.1   Survival
      of Representations and Warranties

              	
                33

              
	
                   10.2   Expenses

              	
                33

              
	
                   10.3   Entire
      Agreement

              	
                33

              
	
                   10.4   Counterparts

              	
                33

              
	
                   10.5   Descriptive
      Headings

              	
                33

              
	
                   10.6   Notices

              	
                34

              
	
                   10.7   Choice
      of Law

              	
                34

              
	
                   10.8   Binding
      Effect; Benefits

              	
                34

              
	
                   10.9   Assignability

              	
                35

              
	
                   10.10  Waiver
      and Amendment

              	
                35

              
	
                   10.11  Attorneys'
      Fees

              	
                35

              
	
                   10.12  Severability

              	
                35

              
	
                   10.13  Construction

              	
                35

              


      

    

    
 

    COUNTERPART
SIGNATURE PAGE SHARE EXCHANGE AGREEMENT AMONG NEW ENERGY SYSTEMS GROUP, ANYTONE
INTERNATIONAL (H.K.) CO., LTD., SHENZHEN ANYTONE TECHNOLOGY CO., LTD. AND THE
SHAREHOLDERS NAMED THEREIN

     

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

     

    
 

    INDEX OF
SCHEDULES AND EXHIBITS

    


    Exhibits:

    


    A.    Certain
Definitions

    


    Schedules:

    


    1.    Shareholders
of Anytone International (H.K.) Co., Ltd. and Shenzhen Anytone Technology Co.,
Ltd.

    


    2.    Anytone
International and Shenzhen Anytone Technology Co., Ltd. Disclosure
Schedule

    


    


    


    


    


    


    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

     

    


    SHARE
EXCHANGE AGREEMENT

    


          THIS
SHARE EXCHANGE AGREEMENT (the “AGREEMENT”) dated as of November
___,

    2009, is
entered into by and among New Energy Systems Group (formerly known as China
Digital Communication Group), a Nevada corporation (“NEWN”), Anytone
International (H.K.) Co., Ltd., corporation organized under the laws of Hong
Kong, China (“Anytone International”), Shenzhen Anytone Technology Co., Ltd. a
Shenzhen corporation in China (“Anytone”), and the shareholders of Anytone
International listed on Schedule 1 to this Agreement (each, a “Shareholder” and,
collectively, the “Shareholders”).

    


    RECITALS

    


          A.
The Shareholders own the number of shares of capital stock in
Anytone  International (the “Shares”) set forth opposite each
Shareholder's name on Schedule 1, which Shares collectively constitute all of
the issued and outstanding shares of capital stock in Anytone
International.

    


          B.
Anytone International is a holding company and the sole shareholder of
Anytone.  Anytone International's sole assets are its shareholdings in
Anytone.

    


          C.
NEWN desires to purchase from the Shareholders, and the Shareholders desire to
sell to NEWN, the Shares in exchange for shares of NEWN Common Stock, and cash,
all on the terms and subject to the conditions set forth in this Agreement (the
“Exchange”).

    


          D.
As a result of the Exchange, NEWN will become the sole shareholder of Anytone
International, and through Anytone International, will own all of the issued and
outstanding stock of Anytone.

    


          E.
Certain capitalized terms used in this Agreement are defined on Exhibit
A.

    


    AGREEMENT

    


          In
consideration of the agreements, provisions and covenants set forth below, NEWN,
Anytone International, the Shareholders and Anytone, hereby agree as
follows:

    


    ARTICLE
I.

    


    EXCHANGE
OF SHARES

    


          1.1
AGREEMENT TO SELL.

    


          Upon
the terms and subject to all of the conditions contained herein, each of the
Shareholders hereby agrees to sell, assign, transfer and deliver to NEWN, and
NEWN hereby agrees to purchase and accept from each of the Shareholders, on the
Closing Date, the Shares.

    


          1.2
PURCHASE PRICE.

    


          As
full consideration for the sale, assignment, transfer and delivery of total the
Shares by the Shareholders to NEWN, and upon the terms and subject to all of the
conditions contained herein, NEWN shall issue to the Shareholders an aggregate
of 3,593,939 shares of NEWN Common Stock with standard restrictive legend (the
“Acquisition Shares”, based upon the Average NEWN Stock Price), and pay cash
consideration of US $10,000,000 pro rata to the Shareholders as set forth on
Schedule 1.

    


    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     
 

    1.3
MECHANICS OF EXCHANGE.

    


          (a)
At the Closing, each Shareholder shall surrender the certificate or certificates
that immediately prior to the Closing represented the Anytone International
Common Stock (the “Certificates”) to the exchange agent designated by NEWN in
exchange for the Acquisition Shares.

    


          (b)
Promptly after the Closing, NEWN or its designated exchange agent shall make
available to each Shareholder a letter of transmittal and instructions for use
in effecting the surrender of Certificates in exchange for the Acquisition
Shares. Upon surrender of a Certificate to such exchange agent together with the
letter of transmittal, duly executed, the Shareholder shall be entitled to
receive in exchange therefor such number of Acquisition Shares and cash as such
Shareholder has the right to receive in respect of the Certificate so
surrendered pursuant to the provisions of this Article I.

    


          1.4
NO FRACTIONAL SHARES.

    


          No
fraction of a share of NEWN Common Stock shall be issued in the Exchange. In
lieu of fractional shares, the Shareholders upon surrender of their Certificates
as set forth in Section 1.3 shall be paid an amount in cash, without interest,
rounded to the nearest cent, determined by multiplying the fractional interest
to which such Shareholder would otherwise be entitled by the Average NEWN Stock
Price as of the date on which this Agreement has been signed by all
parties.

    


          1.5
CLOSING.

    


          The
closing of the transactions contemplated by this Agreement (the “Closing”) shall
take place in Shenzhen at 9:00 a.m., local time, on or before December 20, 2009
(the “Closing Date”); provided, however, that if all of the other conditions set
forth in Articles VI and VII hereof are not satisfied or waived, unless this
Agreement has been terminated under Section 9 hereof, or at such date, the
Closing Date shall be the business day following the day on which all such
conditions have been satisfied or waived, or at such other date, time and place
as NEWN and Anytone International, Anytone and the Shareholders shall
agree.

    


    ARTICLE
II.

    


    REPRESENTATIONS
AND WARRANTIES OF ANYTONE

    


          Except
as set forth in the Disclosure Schedule attached hereto provided by Anytone
International and Anytone (the “Anytone International and Anytone Disclosure
Schedule”), the parts of which are numbered to correspond to the section numbers
of this Agreement, each of Anytone International, Anytone and the Shareholders
represents and warrants jointly and severally to NEWN as follows:

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    


          2.1
ORGANIZATION AND QUALIFICATION.

    


          Each
of Anytone International and Anytone is duly and validly incorporated, and in
good standing existing under the laws of China, has all requisite authority and
power (corporate and other), governmental licenses, authorizations, consents and
approvals to carry on its business as presently conducted and as contemplated to
be conducted, to own, hold and operate its properties and assets as now owned,
held and operated by it, to enter into this Agreement, to carry out the
provisions hereof except where the failure to be in good standing or to have
such governmental licenses, authorizations, consents and approvals will not, in
the aggregate, either (i) have a Material Adverse Effect on the business, assets
or financial condition of Anytone International or Anytone, or (ii) impair the
ability of Anytone International or Anytone to perform its material obligations
under this Agreement. Each of Anytone International and Anytone is duly
qualified, licensed or domesticated as a foreign corporation in good standing in
each jurisdiction wherein the nature of its activities or its properties owned
or leased requires such qualification, licensing or domestication, except where
the failure to be so qualified, licensed or domesticated will not have a
Material Adverse Effect.

    


          2.2
SUBSIDIARIES.

    


          Except
for Anytone International’s wholly owned subsidiary Anytone, Anytone
International and Anytone do not own directly or indirectly, any equity or other
ownership interest in any corporation, partnership, joint venture or other
entity or enterprise. Anytone International and Anytone do not have any direct
or indirect interests of stock ownership or otherwise in any corporation,
partnership, joint venture, firm, association or business enterprise, and is not
party to any agreement to acquire such an interest.

    


          2.3
FORMATION DOCUMENTS.

    


          The
copies of the formation documents of each of Anytone International or Anytone
(collectively, the “Organizational Documents”) that have been delivered to NEWN
prior to the execution of this Agreement are true and complete and have not been
amended or repealed. Anytone International and Anytone are not in violation or
breach of any of the provisions of the Organizational Documents, except for such
violations or breaches which, in the aggregate, will not have a Material Adverse
Effect on Anytone International or Anytone.

    


          2.4
AUTHORIZATION AND VALIDITY OF THIS AGREEMENT.

    


          This
Agreement and each of the Transaction Agreements constitute the legal, valid and
binding obligation of each person or entity who is a party thereto (other than
NEWN), enforceable against each such person or entity in accordance with its
terms, except as such enforcement is limited by general equitable principles, or
by bankruptcy, insolvency and other similar laws affecting the enforcement of
creditors rights generally. Each of Anytone International, the Shareholders and
Anytone has all requisite legal capacity to execute and deliver this Agreement
and the Transaction Agreements to which he or she is a party, and to perform
its, his or her obligations hereunder and thereunder. The execution and delivery
by each of Anytone International, Anytone and each Shareholders of this
Agreement and the Transaction Agreements (to the extent either is a party
thereto), and the consummation of the transactions contemplated herein and
therein (the “Transactions”) have been authorized by all necessary corporate or
other action on the part of Anytone International, Anytone and each of the
Shareholders. This Agreement and the Transaction Agreements have been duly
executed and delivered by the parties thereto (other than NEWN).

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

          2.5
NO VIOLATION.

    


          Neither
the execution nor delivery of this Agreement or the Transaction Agreements, nor
the consummation or performance of any of the Transactions by Anytone
International, Anytone or the Shareholders will directly or
indirectly:

    


          (i)
violate or conflict with any provision of the Organizational Documents of
Anytone or Anytone International; (B) result in (with or without notice or lapse
of time) a violation or breach of, or conflict with or constitute a default or
result in the termination or in a right of termination or cancellation of, or
accelerate the performance required by, or require notice under, any agreement,
promissory note, lease, instrument or arrangement to which Anytone International
or Anytone or any of its assets are bound or result in the creation of any Liens
upon Anytone International or Anytone or any of its assets; (C) violate any
order, writ, judgment, injunction, ruling, award or decree of any Governmental
Body; (D) violate any statute, law or regulation of any jurisdiction as such
statute, law or regulation that relates to the Shareholders, Anytone
International or Anytone or any of the assets of Anytone International or
Anytone; or (E) result in cancellation, modification, revocation or suspension
of any permits, licenses, registrations, consents, approvals, authorizations or
certificates issued or granted by any Governmental Body which are held by or
granted to the Shareholders, Anytone International or Anytone or which are
necessary for the conduct of Anytone International's or Anytone's business; or
(ii) to the knowledge of Anytone International, Anytone or any of the
Shareholders, cause Anytone International or Anytone to become subject to, or to
become liable for the payment of, any Tax (as hereinafter defined) or cause any
of the assets owned by Anytone International or Anytone to be reassessed or
revalued by any taxing authority or other Governmental Body.

    


          None
of Anytone International, Anytone or the Shareholders is or will be required to
give any notice to or obtain any approval, consent, ratification, waiver or
other authorization (a “Consent”) from any person or entity (including, without
limitation, any Governmental Body) in connection with (i) the execution and
delivery of this Agreement or any of the Transaction Agreements, or (ii) the
consummation or performance of any of the Transactions.

    


          2.6
CAPITALIZATION AND RELATED MATTERS.

    


          (a)
Capitalization. The registered authorized and outstanding capital stock of
Anytone International consists of 3,600,000 shares and Anytone’s registered
capital is RMB $3,600,000 ($527,280 dollars). Except as set forth in the
preceding sentence, no other class of capital stock or other security of Anytone
International or Anytone is authorized, issued, reserved for issuance or
outstanding. The Shareholders, as of the Closing Date, are the lawful, record
and beneficial owners of the number of Anytone International Common Stock set
forth opposite each Seller's name on Schedule 1 attached hereto, which shares
constitute all of the issued and outstanding capital stock of Anytone
International. Anytone International, as of the Closing Date, is the lawful,
record and beneficial owner of Anytone. The Shareholders have, as of the date
hereof and as of the Closing Date, valid and marketable title to their
respective Shares, free and clear of all Liens (including, without limitation,
any claims of spouses under applicable community property laws) and are the
lawful, record and beneficial owners of all of the Shares. Anytone
International, as of the date hereof is, and as of the Closing Date will be, the
lawful, record and sole beneficial owner thereof.  Except as is issued
to and held by the Shareholders or Anytone International, no other class of
capital stock or other security of Anytone International or Anytone, as
applicable, is authorized, issued, reserved for issuance or outstanding. At the
Closing, NEWN will be vested with good and marketable title to the Shares, free
and clear of all Liens (including, without limitation, any claims of spouses
under applicable community property laws). No legend or other reference to any
purported Lien appears upon any certificate representing the shares. Each of the
Shares has been duly authorized and validly issued and is fully paid and
nonassessable. None of the outstanding capital or other securities of Anytone
International or Anytone was issued, redeemed or repurchased in violation of the
Securities Act of 1933, as amended (the “Securities Act”), or any other
securities or “blue sky” laws.

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

          (b)
No Redemption Requirements. There are no authorized or outstanding options,
warrants, equity securities, calls, rights, commitments or agreements of any
character by which Anytone International, Anytone or any of the Shareholders is
obligated to issue, deliver or sell, or cause to be issued, delivered or sold,
any shares of capital stock or other securities of Anytone International or
Anytone. There are no outstanding contractual obligations (contingent or
otherwise) of Anytone International or Anytone to retire, repurchase, redeem or
otherwise acquire any outstanding shares of capital stock of, or other ownership
interests in, Anytone International or Anytone or to provide funds to or make
any investment (in the form of a loan, capital contribution or otherwise) in any
other entity.

    


          2.7
COMPLIANCE WITH LAWS AND OTHER INSTRUMENTS.

    


          Except
as would not have a Material Adverse Effect, the business and operations of
Anytone International and Anytone have been and are being conducted in
accordance with all applicable foreign, federal, provincial and local laws,
rules and regulations and all applicable orders, injunctions, decrees, writs,
judgments, determinations and awards of all courts and governmental agencies and
instrumentalities. There are no permits, bonuses, registrations, consents,
approvals, authorizations, certificates, or any waiver of the foregoing, which
are required to be issued or granted by a Governmental Body for the conduct of
the Business as presently conducted or the ownership of the assets of Anytone
International and Anytone. Except as would not have a Material Adverse Effect,
each of Anytone International or Anytone is not, and has not received notice
alleging that it is, in violation of, or (with or without notice or lapse of
time or both) in default under, or in breach of, any term or provision of the
Organizational Documents or of any indenture, loan or credit agreement, note,
deed of trust, mortgage, security agreement or other material agreement, lease,
license or other instrument, commitment, obligation or arrangement to which
Anytone International or Anytone is a party or by which any of Anytone
International's or Anytone's properties, assets or rights are bound or affected.
To the knowledge of Anytone International and Anytone, no other party to any
material contract, agreement, lease, license, commitment, instrument or other
obligation to which Anytone International or Anytone is a party is (with or
without notice or lapse of time or both) in default thereunder or in breach of
any term thereof. Each of Anytone International and Anytone is not subject to
any obligation or restriction of any kind or character, nor is there, to the
knowledge of Anytone International or Anytone, any event or circumstance
relating to Anytone International or Anytone that materially and adversely
affects in any way its business, properties, assets or prospects or that
prohibits Anytone International or Anytone from entering into this Agreement and
the Transaction Agreements or would prevent or make burdensome its performance
of or compliance with all or any part of this Agreement, the Transaction
Agreements or the consummation of the Transactions contemplated hereby or
thereby.

    


    


    


    


    


    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


          2.8
CERTAIN PROCEEDINGS.

    


          There
are no outstanding or pending Proceeding that has been commenced against or
involving Anytone International or Anytone, their respective officers and
directors, or any of their assets and, to the knowledge of Anytone International
or Anytone and the Shareholders, no matters of the foregoing nature are
contemplated or threatened. None of Anytone International, Anytone, their
respective officers and directors, or the Shareholders have been charged with,
and is not threatened with, or under any investigation with respect to, any
allegation concerning any violation of any provision of any federal, provincial,
local or foreign law, regulation, ordinance, order or administrative ruling, and
is not in default with respect to any order, writ, injunction or decree of any
Governmental Body.

    


          2.9
NO BROKERS OR FINDERS.

    


          None
of Anytone International, Anytone, the Shareholders, or any officer, director,
independent contractor, consultant, agent or employee of Anytone International
or Anytone has agreed to pay, or has taken any action that will result in any
person or entity becoming obligated to pay or entitled to receive, any
investment banking, brokerage, finder's or similar fee or commission in
connection with this Agreement or the Transactions. Anytone International,
Anytone and the Shareholders shall jointly and severally indemnify and hold NEWN
harmless against any liability or expense arising out of, or in connection with,
any such claim.

    


          2.10
TITLE TO AND CONDITION OF PROPERTIES.

    


          Each
of Anytone International and Anytone has good, valid and marketable title to all
of its properties and assets (whether real, personal or mixed, and whether
tangible or intangible) reflected as owned in its books and records, free and
clear of all Liens. Each of Anytone International and Anytone owns or holds
under valid leases or other rights to use all real property, plants, machinery,
equipment and all assets necessary for the conduct of its business as presently
conducted, except where the failure to own or hold such property, plants,
machinery, equipment and assets would not have a Material Adverse Effect on
Anytone International or Anytone. No Person other than Anytone International or
Anytone owns or has any right to the use or possession of the assets used in
Anytone International's or Anytone's business. The buildings, plants, machinery
and equipment necessary for the conduct of the business of Anytone International
or Anytone as presently conducted are structurally sound, are in good operating
condition and repair and are adequate for the uses to which they are being put
or would be put in the Ordinary Course of Business, in each case, taken as a
whole, and none of such buildings, plants, machinery or equipment is in need of
maintenance or  repairs, except for ordinary, routine maintenance and
repairs that are not material in nature or cost.

     

     

    


    


    
      
        
        

      

      
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          2.11
ABSENCE OF UNDISCLOSED LIABILITIES.

    


          Anytone
International and Anytone have no debt, obligation or liability (whether
accrued, absolute, contingent, liquidated or otherwise, whether asserted or
unasserted, whether due or to become due, whether or not known to Anytone
International or Anytone) arising out of any transaction entered into prior to
the Closing Date or any act or omission prior to the Closing Date which
individually or taken together would constitute a Material Adverse Effect on
Anytone International or Anytone and have no debt, obligation or liability to
each other or any of the Shareholders or their affiliates, except to the extent
specifically set forth on or reserved against on the Balance Sheet of Anytone
International or Anytone.

    


          The
financial statements of Anytone International and Anytone provided to NEWN are
consistent with the books and records of Anytone and Anytone International and
fairly present in all material respects the financial condition, assets and
liabilities of Anytone International and Anytone, as applicable, taken as a
whole, as of the dates and periods indicated, and were prepared in accordance
with GAAP (except as otherwise indicated therein or in the notes
thereto).

    


          2.12
CHANGES.

    


          Neither
Anytone International nor Anytone has, since September 30, 2009:

    


          (a)
Ordinary Course of Business. Conducted its business or entered into any
transaction other than in the Ordinary Course of Business, except for this
Agreement.

    


          (b)
Adverse Changes. Suffered or experienced any change in, or affecting, its
condition (financial or otherwise), properties, assets, liabilities, business,
operations, results of operations or prospects which would have a Material
Adverse Effect;

    


          (c)
Loans. Made any loans or advances to any Person other than travel advances and
reimbursement of expenses made to employees, officers and directors in the
Ordinary Course of Business;

    


          (d)
Compensation and Bonuses. Made any payments of any bonuses or compensation other
than regular salary payments, or increase in the salaries, or payment on any of
its debts in the Ordinary Course of Business, to any of its shareholders,
directors, officers, employees, independent contractors or consultants or entry
into by it of any employment, severance, or similar contract with any director,
officer, or employee, independent contractor or consultant; Adopted, or
increased in the payments to or benefits under, any

    profit
sharing, bonus, deferred compensation, savings, insurance, pension, retirement,
or other employee benefit plan for or with any of its employees;

    


          (e)
Liens. Created or permitted to exist any Lien on any of its properties or assets
other than Permitted Liens;

    


          (f)
Capital Stock. Issued, sold, disposed of or encumbered, or authorized the
issuance, sale, disposition or encumbrance of, or granted or issued any option
to acquire any shares of its capital stock or any other of its securities or any
Equity Security, or altered the term of any of its outstanding securities or
made any change in its outstanding shares of capital stock or its
capitalization, whether by reason of reclassification, recapitalization, stock
split, combination, exchange or readjustment of shares, stock dividend or
otherwise; changed its authorized or issued capital stock; granted any stock
option or right to purchase shares of its capital stock; issued any security
convertible into any of its capital stock; granted any registration rights with
respect to shares of its capital stock; purchased, redeemed, retired, or
otherwise acquired any shares of its capital stock; declared or paid any
dividend or other distribution or payment in respect of shares of capital stock
of any other entity;

    
 

    
      
        
        

      

      
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          (g)
Dividends. Declared, set aside, made or paid any dividend or other distribution
to any of its shareholders;

    


          (h)
Material Contracts. Terminated or modified any of its Material Contract except
for termination upon expiration in accordance with the terms of such agreements,
a description of which is included in the Anytone International and Anytone's
Disclosure Schedule;

    


          (i)
Claims. Released, waived or cancelled any claims or rights relating to or
affecting Anytone International or Anytone in excess of US$10,000 in the
aggregate or instituted or settled any Proceeding involving in excess of
US$10,000 in the aggregate;

    


          (j)
Discharged Liabilities. Paid, discharged, cancelled, waived or satisfied any
claim, obligation or liability in excess of US$10,000 in the aggregate, except
for liabilities incurred prior to the date of this Agreement in the Ordinary
Course of Business;

    


          (k)
Indebtedness. Created, incurred, assumed or otherwise become liable for any
Indebtedness or commit to any endeavor involving a commitment in excess of
US$10,000 in the aggregate, other than contractual obligations incurred in the
Ordinary Course of Business;

    


          (l)
Guarantees. Guaranteed or endorsed in a material amount any obligation or net
worth of any Person;

    


          (m)
Acquisitions. Acquired the capital stock or other securities or any ownership
interest in, or substantially all of the assets of, any other
Person;

    


          (n)
Accounting. Changed its method of accounting or the accounting principles or
practices utilized in the preparation of its financial statements, other than as
required by GAAP;

    


          (o)
Agreements. Entered into any agreement, or otherwise obligated itself, to do any
of the foregoing.

    


          2.13
MATERIAL CONTRACTS.

    


          Each
of Anytone International and Anytone has delivered to NEWN, prior to the date of
this Agreement, true, correct and complete copies of each of its Material
Contracts.

    


          (a)
No Defaults. The Material Contracts of each of Anytone International and Anytone
are valid and binding agreements of Anytone and Anytone International, as
applicable, and are in full force and effect and are enforceable in accordance
with their terms. Except as would not have a Material Adverse Effect, Anytone
International and Anytone are not in breach or default of any of its Material
Contracts to which it is a party and, to the knowledge of Anytone International
and Anytone, no other party to any of its Material Contracts is in breach or
default thereof. Except as would not have a Material Adverse Effect, no event
has occurred or circumstance has existed that (with or without notice or lapse
of time) would (i) contravene, conflict with or result in a violation or breach
of, or become a default or event of default under, any provision of any of its
Material Contracts, or (ii) permit Anytone International, Anytone or any other
Person the right to declare a default or exercise any remedy under, or to
accelerate the maturity or performance of, or to cancel, terminate or modify any
of its Material Contracts. Anytone International and Anytone have not received
any notice and have no knowledge of any pending or threatened cancellation,
revocation or termination of any of its Material Contracts to which it is a
party, and there are no renegotiations of, or attempts to
renegotiate.

    


    


    
      
        
        

      

      
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          2.14
TAX RETURNS AND AUDITS.

    


          (a)
Tax Returns. (a) All Tax Returns required to be filed by or on behalf of Anytone
International or Anytone have been timely filed and all such Tax Returns were
(at the time they were filed) and are true, correct and complete in all
respects; (b) all Taxes of Anytone International and Anytone required to have
been paid (whether or not reflected on any Tax Return) have been fully and
timely paid, except those Taxes which are presently being contested in good
faith or for which an adequate reserve for the payment of such Taxes has been
established on Anytone Balance Sheet or Anytone International's balance sheet;
(c) no waivers of statutes of limitation have been given or requested with
respect to Anytone International or Anytone in connection with any Tax Returns
covering Anytone International or Anytone or with respect to any Taxes payable
by it; (d) no Governmental Body in a jurisdiction where Anytone International or
Anytone does not file Tax Returns has made a claim, assertion or threat to
Anytone International or Anytone that Anytone International or Anytone is or may
be subject to taxation by such jurisdiction; (e) each of Anytone International
and Anytone has duly and timely collected or withheld, paid over and reported to
the appropriate Governmental Body all amounts required to be so collected or
withheld for all periods under all applicable laws; (f) there are no Liens with
respect to Taxes on the property or assets of Anytone International and Anytone
other than Permitted Liens; (g) there are no Tax rulings, requests for rulings,
or closing agreements relating to Anytone International or Anytone for any
period (or portion of a period) that would affect any period after the date
hereof; and (h) any adjustment of Taxes of Anytone International or Anytone made
by a Governmental Body in any examination that Anytone International or Anytone
is required to report to the appropriate provincial, local or foreign taxing
authorities has been reported, and any additional Taxes due with respect thereto
have been paid. No state of fact exists or has existed which would constitute
ground for the assessment of any tax liability by any Governmental Body. All Tax
Returns filed by Anytone International and Anytone are true, correct and
complete.

    


          (b)
No Adjustments, Changes. Neither Anytone International, Anytone nor any other
Person on behalf of Anytone International or Anytone (a) has executed or entered
into a closing agreement pursuant to Section 7121 of the Code or any predecessor
provision thereof or any similar provision of provincial, local or foreign law;
or (b) has agreed to or is required to make any adjustments pursuant to Section
481(a) of the Code or any similar provision of provincial, local or foreign
law.

    


          (c)
No Disputes. There is no pending audit, examination, investigation, dispute,
proceeding or claim with respect to any Taxes of or Tax Return filed or required
to be filed by Anytone International or Anytone, nor is any such claim or
dispute pending or contemplated. Each of Anytone International and Anytone has
made available to NEWN true, correct and complete copies of all Tax Returns,
examination reports and statements of deficiencies assessed or asserted against
or agreed to by Anytone International or Anytone since the Formation Date, and
any and all correspondence with respect to the foregoing. Anytone International
and Anytone do not have any outstanding closing agreement, ruling request,
request for consent to change a method of accounting, subpoena or request for
information to or from a Governmental Body in connection with any Tax
matter.

    


    


    


    
      
        
        

      

      
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          (d)
No Tax Allocation, Sharing. Anytone International and Anytone are not a party to
any Tax allocation or sharing agreement. Other than with respect to the Tax
Group of which Anytone International or Anytone is the common parent, Anytone
International and Anytone (a) have not been a member of a Tax Group filing a
consolidated income Tax Return under Section 1501 of the Code (or any similar
provision of provincial, local or foreign law), and (b) do not have any
liability for Taxes for any Person under Treasury regulations Section 1.1502-6
(or any similar provision of provincial, local or foreign law) as a transferee
or successor, by contract or otherwise.

    


          2.15
ASSETS.

    


          The
financial statements of Anytone International and Anytone reflect the properties
and assets (real and personal) owned or leased by them.

    


          2.16
INSURANCE COVERAGE.

    


          Each
of Anytone International and Anytone has made available to NEWN, prior to the
date of this Agreement, true, correct and complete copies of all insurance and
general liability policies maintained by Anytone International and Anytone on
their properties and assets.  There are no claims made under any such
current or prior insurance policies. All of such policies (i) taken together,
provide adequate insurance coverage for the properties, assets and operations of
Anytone International and Anytone for all risks normally insured against by a
Person carrying on the same business as Anytone International or Anytone, and
(ii) are sufficient for compliance with all applicable Laws and Material
Contracts of Anytone International and Anytone. All of such policies are valid,
outstanding and in full force and effect and, by their express terms, will
continue in full force and effect following the consummation of the transactions
contemplated by this Agreement. Except as set forth on Schedule 2.16, Anytone
International and Anytone have not received and has no knowledge of (a) any
refusal of coverage or any written notice that a defense will be afforded with
reservation of rights, or (b) any notice of cancellation or any other indication
in writing or otherwise that any insurance policy is no longer in full force or
effect or will not be renewed or that the issuer of any policy is not willing or
able to perform its obligations thereunder. All premiums due on such insurance
policies on or prior to the date hereof have been paid. There are no, and
Anytone International, Anytone and the Shareholders have no knowledge of any
circumstances or facts which, with or without notice of lapse of time or both
would lead to any: (i) pending or threatened claims with respect to Anytone
International or Anytone or their properties or assets under any such insurance
policies; (ii) claims as to which the insurers have notified Anytone
International or Anytone that they intend to deny liability; and (iii) existing
defaults on the part of Anytone International or Anytone under any such
insurance policies.

    


    


    


    


    
      
        
        

      

      
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          2.17
LITIGATION; ORDERS.

    


          There
is no Proceeding (whether federal, provincial, local or foreign) pending or, to
the knowledge of Anytone International, Anytone, or the Shareholders, threatened
or appealable against or affecting Anytone International or Anytone, or any of
its properties, assets, business, officers, directors or employees. To the
knowledge of Anytone International or Anytone, there is no fact that might
result in or form the basis for any such Proceeding. Anytone International and
Anytone are not subject to any Orders and have not received any written opinion
or memorandum or legal advice from their legal counsel to the effect that
Anytone International or Anytone is exposed, from a legal standpoint, to any
liability which would be material to its business. Anytone International and
Anytone are not engaged in any legal action to recover monies due it or for
damages sustained by any of them.

    


          2.18
LICENSES.

    


          Except
as would not have a Material Adverse Effect, each of Anytone International and
Anytone possesses from the appropriate Governmental Body all licenses, permits,
authorizations, approvals, franchises and rights that are necessary for it to
engage in its business as currently conducted and to permit it to own and use
its properties and assets in the manner in which it currently owns and uses such
properties and assets (collectively, “PERMITS”). Except as would not have a
Material Adverse Effect, Anytone International and Anytone have not received any
written notice from any Governmental Body or other Person that there is lacking
any license, permit, authorization, approval, franchise or right necessary for
Anytone International or Anytone to engage in its business as currently
conducted and to permit Anytone International or Anytone to own and use its
properties and assets in the manner in which it currently owns and uses such
properties and assets. Except as would not have a Material Adverse Effect, the
Permits are valid and in full force and effect. Except as would not have a
Material Adverse Effect, no event has occurred or circumstance exists that may
(with or without notice or lapse of time): (a) constitute or result, directly or
indirectly, in a violation of or a failure to comply with any Permit; or (b)
result, directly or indirectly, in the revocation, withdrawal, suspension,
cancellation or termination of, or any modification to, any Permit. Neither
Anytone International nor Anytone has received any written notice from any
Governmental Body or any other Person regarding: (a) any actual, alleged,
possible or potential contravention of any Permit; or (b) any actual, proposed,
possible or potential revocation, withdrawal, suspension, cancellation,
termination of, or modification to, any Permit. All applications required to
have been filed for the renewal of such Permits have been duly filed on a timely
basis with the appropriate Persons, and all other filings required to have been
made with respect to such Permits have been duly made on a timely basis with the
appropriate Persons. All Permits are renewable by their terms or in the Ordinary
Course of Business without the need to comply with any special qualification
procedures or to pay any amounts other than routine fees or similar charges, all
of which have, to the extent due, been duly paid.

    


          2.19
INTERESTED PARTY TRANSACTIONS.

    


          No
officer, director or shareholder of Anytone International, Anytone or any
Affiliate, Related Person or “associate” (as such term is defined in Rule 405 of
the Commission under the Securities Act) of any such Person, either directly or
indirectly, (1) has an interest in any Person which (a) furnishes or sells
services or products which are furnished or sold or are proposed to be furnished
or sold by Anytone International or Anytone, or (b) purchases from or sells or
furnishes to, or proposes to purchase from, sell to or furnish Anytone
International or Anytone any goods or services; (2) has a beneficial interest in
any contract or agreement to which Anytone International or Anytone is a party
or by which it may be bound or affected; or (3) is a party to any material
agreements, contracts or commitments in effect as of the date hereof with
Anytone International or Anytone. “Related Person” means: (i) with respect to a
particular individual, the individual's immediate family which shall include the
individual's spouse, parents, children, siblings, mothers and fathers-in-law,
sons and daughters-in-law, and brothers and sisters-in-law; and (ii) with
respect to a specified individual or entity, any entity or individual that,
directly or indirectly, controls, is controlled by, or is under common control
with such specified entity or individual.

     

    
      
        
        

      

      
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          2.20
GOVERNMENTAL INQUIRIES.

    


          Each
of Anytone International and Anytone has made available to NEWN a copy of each
material written inspection report, questionnaire, inquiry, demand or request
for information received by Anytone International or Anytone from (and the
response of Anytone International or Anytone thereto), and each material written
statement, report or other document filed by Anytone International or Anytone
with, any Governmental Body since the Formation Date.

    


          2.21
BANK ACCOUNTS AND SAFE DEPOSIT BOXES.

    


          Part
2.21 of the Anytone International and Anytone Disclosure Schedule discloses the
title and number of each bank or other deposit or financial account, and each
lock box and safety deposit box used by Anytone International or Anytone, the
financial institution at which that account or box is maintained and the names
of the persons authorized to draw against the account or otherwise have access
to the account or box, as the case may be.

    


          2.22
INTELLECTUAL PROPERTY.

    


          Any
Intellectual Property Anytone International or Anytone uses in its business as
presently conducted is owned by Anytone International or Anytone or properly
licensed. Anytone International and Anytone do not carry on business under any
other business or trade names and does not have any knowledge of any
infringement by Anytone International or Anytone of any patent, trademarks,
copyright or trade secret.  Part 2.22 of the Anytone International and
Anytone Disclosure Schedule sets forth the Intellectual Property of Anytone
International and Anytone.

    


          2.23
STOCK OPTION PLANS; EMPLOYEE BENEFITS.

    


          (a)
Neither Anytone International, nor Anytone currently have, or have ever had, a
stock option plan providing for the grant by Anytone International or Anytone of
stock options to directors, officers or employees.

    


          (b)
Anytone International and Anytone do not have any employee benefit plans or
arrangements covering their present and former employees or providing benefits
to such persons in respect of services provided to Anytone International or
Anytone. Anytone International and Anytone have no commitment, whether formal or
informal and whether legally binding or not, to create any additional plan,
arrangement or practice similar to the Approved Plans.

    


          (c)
The consummation of the transactions contemplated hereby will not result in (i)
any payment (including, without limitation, severance, unemployment compensation
or bonus payments) becoming due from Anytone International or Anytone or due to
any Person, (ii) any increase in the amount of compensation or benefits payable
to any Person, or (iii) any acceleration of the vesting or timing of payment of
any compensation, award or determination of options, warrants, rights, severance
payments or other contingent obligations of any nature whatsoever of Anytone
International or Anytone in favor of any Person. No agreement, arrangement or
other contract of Anytone International or Anytone provides benefits or payments
contingent upon, triggered by, or increased as a result of a change in the
ownership or effective control of Anytone International or Anytone.

    


    


    


    
      
        
        

      

      
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          (d)
None of Anytone International or Anytone is a party to or bound by any written
or oral agreement or understanding to employ, subsequent to the Closing, any of
its respective present or former directors, officers, independent contractors,
consultants, agents or employees.

    


          2.24
EMPLOYEE MATTERS

    


          (a)
No former or current employee, officer or director of Anytone International or
Anytone is a party to, or is otherwise bound by, any agreement or arrangement
(including, without limitation, any confidentiality, non-competition or
proprietary rights agreement) that in any way adversely affected, affects, or
will affect (i) the performance of his, her or its duties to Anytone
International or Anytone, or (ii) the ability of Anytone International or
Anytone to conduct its business.

    


          (b)
None of Anytone International or Anytone has employees, directors, officers,
consultants, independent contractors, representatives or agents whose contract
of employment or engagement cannot be terminated by three months'
notice.

    


          (c)
Anytone International and Anytone are not required or obligated to pay, and
since the Formation Date, have not paid any moneys other than in respect of
remuneration, pension or other benefits pursuant to plans described in Part 2.23
of the Anytone International and Anytone Disclosure Schedule, to or for the
benefit of, any director, officer, employee, consultant, independent contractor,
representative or agent of Anytone International or Anytone.

    


         (d)
Anytone International and Anytone are in compliance with all applicable laws
respecting employment and employment practices, terms and conditions or
employment and wages and hours, and are not engaged in any unfair labor
practice. There is no labor strike, dispute, shutdown or stoppage actually
pending or, to the knowledge of Anytone International, Anytone or the
Shareholders, threatened against or affecting Anytone International or
Anytone.

    


          2.25
ENVIRONMENTAL AND SAFETY MATTERS.

    


          Except
as would not have a Material Adverse Effect:

    


          (a)
Each of Anytone International and Anytone has at all time been and is in
compliance with all Environmental Laws and Orders applicable to Anytone
International or Anytone, as applicable.

    


          (b)
There are no Proceedings pending or, to the knowledge of Anytone International
or Anytone, threatened against Anytone International or Anytone, or any of its
officers and directors alleging the violation of any Environmental Law or
Environmental Permit applicable to Anytone International or Anytone or alleging
that Anytone International or Anytone or any of their officers and directors is
a potentially responsible party for any environmental site contamination. None
of Anytone International, Anytone or any of their officers and directors, or the
Shareholders are aware of, or has ever received notice of, any past, present or
future events, conditions, circumstances, activities, practices, incidents,
actions or plans which may interfere with or prevent continued compliance, or
which may give rise to any common law or legal liability, or otherwise form the
basis of any claim, action, suit, proceeding, hearing or investigation, based on
or related to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport, or handling, or the emission, discharge, release
or threatened release into the environment, of any pollutant, contaminant, or
hazardous or toxic material or waste.

    


    


    
      
        
        

      

      
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          (c)
Neither this Agreement nor the consummation of the transactions contemplated by
this Agreement shall impose any obligations to notify or obtain the consent of
any Governmental Body or third Persons under any Environmental Laws applicable
to Anytone International or Anytone.

    


          2.26
MATERIAL CUSTOMERS.

    


          Since
the Formation Date, none of the Material Customers (as hereinafter defined) of
Anytone International or Anytone has notified any of Anytone International,
Anytone or any of their officers and directors, or the Shareholders of their
intent to terminate their business with Anytone International or Anytone
business because of any dissatisfaction on the part of any such person or
entity. The Transactions have not caused any of the Material Customers of
Anytone International or Anytone to terminate or provide notice of their intent
or threaten to terminate their business with Anytone International or Anytone or
to notify Anytone International, Anytone or any of their officers and directors
or the Shareholders of their intent not to continue to do such business with
Anytone International or Anytone after the Closing. As used herein, “Material
Customers” means those customers from whom Anytone International or Anytone
derives annual revenues in excess of RMB 100,000.

    


          2.27
INVENTORIES.

    


          All
inventories of Anytone International and Anytone are of good, usable and
merchantable quality in all material respects, and, do not include a material
amount of obsolete or discontinued items. All such inventories are of such
quality as to meet in all material respects the quality control standards of
Anytone International and Anytone.  All such inventories are recorded
on the books at the lower of cost or market value determined in accordance with
GAAP.  No write-down in inventory has been made or should have been
made pursuant to GAAP during the past two years.

    


          2.28
MONEY LAUNDERING LAWS.

    


          The
operations of Anytone International and Anytone are and have been conducted at
all times in compliance with applicable financial record-keeping and reporting
requirements of the money laundering statutes of all U.S. and non-U.S.
jurisdictions, the rules and regulations thereunder and any related or similar
rules, regulations or guidelines, issued, administered or enforced by any
Governmental Body (collectively, the “Money Laundering Laws”) and no Proceeding
involving Anytone International or Anytone with respect to the Money Laundering
Laws is pending or, to the knowledge of Anytone International or Anytone,
threatened.

    


    


    


    


    


    
      
        
        

      

      
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          2.29
DISCLOSURE.

    


          (a)
Any information set forth in this Agreement, the Anytone International and
Anytone Disclosure Schedule, or the Transaction Agreements shall be true,
correct and complete in all material respects.

    


          (b)
No statement, representation or warranty of Anytone International, Anytone or
the Shareholders in this Agreement (taken with the Schedules) or the Transaction
Agreements or any exhibits or schedules thereto contain any untrue statement of
a material fact or omits to state a material fact necessary to make the
statements herein or therein, taken as a whole, in light of the circumstances in
which they were made, not misleading.

    


          (c)
Except as set forth in the Anytone International and Anytone Disclosure
Schedule, the Shareholders, Anytone International and Anytone have no knowledge
of any fact that has specific application to Anytone International or Anytone
(other than general economic or industry conditions) and that adversely affects
the assets or the business, prospects, financial condition, or results of
operations of Anytone International or Anytone.

    


          (d)
In the event of any inconsistency between the statements in the body of this
Agreement and those in the Schedules (other than an exception expressly set
forth as such in the Schedules with respect to a specifically identified
representation or warranty), the statements in the Schedules shall
control.

    


          (e)
The books of account, minute books and stock record books of Anytone
International and Anytone, all of which have been made available to NEWN, are
complete and accurate and have been maintained in accordance with sound business
practices. Without limiting the generality of the foregoing, the minute books of
Anytone International and Anytone contain complete and accurate records of all
meetings held, and

    corporate
action taken, by the shareholders, the boards of directors, and committees of
the boards of directors of Anytone International or Anytone, as applicable, and
no meeting of any such shareholders, board of directors, or committee has been
held for which minutes have not been prepared and are not contained in such
minute books.

    


          2.30
FINDERS AND BROKERS.

    


          (a)
None of Anytone International, Anytone, the Shareholders or any Person acting on
behalf of Anytone International, Anytone or the Shareholders has engaged any
finder, broker, intermediary or any similar Person in connection with the
Exchange.

    


          (b)
None of Anytone International, Anytone, the Shareholders nor any Person acting
on behalf of Anytone International, Anytone or the Shareholders has entered into
a contract or other agreement that provides that a fee shall be paid to any
Person or Entity if the Exchange is consummated.

    


    2.31  FINANCIAL
STATEMENTS.

     

              The
financial statements of Anytone International and Anytone provided to NEWN
present fairly, in all material respects, the assets and liabilities (whether
accrued, absolute, contingent or otherwise) of Anytone International and
Anytone, as of the respective dates thereof, and the sales and earnings of the
business of Anytone during the periods covered thereby, in all material respects
and have been prepared in substantial accordance with generally accepted
accounting principles consistently applied.

    


    


    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    


    


    ARTICLE
III.

    


    REPRESENTATIONS
AND WARRANTIES OF NEWN

    


          NEWN
hereby represents and warrants to the Shareholders as of the date
hereof:

    


          3.1
ORGANIZATION; GOOD STANDING.

    


          NEWN
is duly incorporated, validly and in good standing existing under the laws of
Nevada, has all requisite authority and power (corporate and other),
governmental licenses, authorizations, consents and approvals to carry on its
business as presently conducted and as contemplated to be conducted, to own,
hold and operate its properties and assets as now owned, held and operated by
it, to enter into this Agreement, to carry out the provisions hereof except
where the failure to be in good standing or to have such governmental licenses,
authorizations, consents and approvals will not, in the aggregate, either (i)
have a Material Adverse Effect on the business, assets or financial condition of
NEWN, or (ii) impair the ability of NEWN to perform its material obligations
under this Agreement. NEWN is duly qualified, licensed or domesticated as a
foreign corporation in good standing in each jurisdiction wherein the nature of
its activities or its properties owned or leased requires such qualification,
licensing or domestication, except where the failure to be so qualified,
licensed or domesticated will not have a Material Adverse Effect.

    


          3.2
NEWN COMMON STOCK.

    


          As
of November 4, 2009, there were 5,446,105 shares of NEWN's common stock issued
and outstanding. The Acquisition Shares, when issued in connection with this
Agreement and the other Transactional Agreements, will be duly authorized,
validly issued, fully paid and non-assessable.

    


          3.3
AUTHORITY; BINDING NATURE OF AGREEMENTS.

    


          (a)
The execution, delivery and performance of this Agreement, the Transactional
Agreements, and all other agreements and instruments contemplated to be executed
and delivered by NEWN in connection herewith have been duly authorized by all
necessary corporate action on the part of NEWN and its board of
directors.

    


          (b)
This Agreement, the Transactional Agreements, and all other agreements and
instruments contemplated to be executed and delivered by NEWN constitute the
legal, valid and binding obligation of NEWN, enforceable against NEWN in
accordance with their terms, except to the extent that enforceability may be
limited by applicable bankruptcy, Exchange, insolvency, moratorium or other laws
affecting the enforcement of creditors' rights generally and by general
principles of equity regardless of whether such enforceability is considered in
a proceeding in law or equity.

    


          (c)
There is no pending Proceeding, and, to NEWN's knowledge, no Person has
threatened to commence any Proceeding that challenges, or that may have the
effect of preventing, delaying, making illegal or otherwise interfering with,
the Exchange or NEWN's ability to comply with or perform its obligations and
covenants under the Transactional Agreements, and, to the knowledge of NEWN, no
event has occurred, and no claim, dispute or other condition or circumstance
exists, that might directly or indirectly give rise to or serve as a basis for
the commencement of any such Proceeding.

    


    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    


          3.4
NON-CONTRAVENTION; CONSENTS.

    


          The
execution and delivery of this Agreement and the other Transactional Agreements,
and the consummation of the Exchange, by NEWN will not, directly or indirectly
(with or without notice or lapse of time):

    


          (a)
contravene, conflict with or result in a material violation of (i) NEWN's
Certificate of Incorporation or Bylaws, or (ii) any resolution adopted by NEWN
Board or any committee thereof or the stockholders of NEWN;

    


          (b)
to the knowledge of NEWN, contravene, conflict with or result in a material
violation of, or give any Governmental Body the right to challenge the Exchange
or to exercise any remedy or obtain any relief under, any legal requirement or
any Order to which NEWN or any material assets owned or used by it are
subject;

    


          (c)
to the knowledge of NEWN, cause any material assets owned or used by NEWN to be
reassessed or revalued by any taxing authority or other Governmental
Body;

    


          (d)
to the knowledge of NEWN, contravene, conflict with or result in a material
violation of any of the terms or requirements of, or give any Governmental Body
the right to revoke, withdraw, suspend, cancel, terminate or modify, any
Governmental Authorization that is held by NEWN or that otherwise relates to
NEWN's business or to any of the material assets owned or used by NEWN, where
such contraventions, conflict, violation, revocation, withdrawal, suspension,
cancellation, termination or modification would have a Material Adverse Effect
on NEWN;

    


          (e)
contravene, conflict with or result in a material violation or material breach
of, or material default under, any Contract to which NEWN is a
party;

    


          (f)
give any Person the right to any payment by NEWN or give rise to any
acceleration or change in the award, grant, vesting or determination of options,
warrants, rights, severance payments or other contingent obligations of any
nature whatsoever of NEWN in favor of any Person, in any such case as a result
of the Exchange; or

    


          (g)
result in the imposition or creation of any material Lien upon or with respect
to any material asset owned or used by NEWN.

    


          Except
for Consents, filings or notices required under the state and federal securities
laws or any other laws or regulations or as otherwise contemplated in this
Agreement and the other Transactional Agreements, NEWN will not be required to
make any filing with or give any notice to, or obtain any Consent from, any
Person in connection with the execution and delivery of this Agreement and the
other Transactional Agreements or the consummation or performance of the
Exchange.

    


    


    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

          3.5
FINDERS AND BROKERS.

    


          (a)
Neither NEWN nor any Person acting on behalf of NEWN has engaged any finder,
broker, intermediary or any similar Person in connection with the
Exchange.

    


          (b)
NEWN has not entered into a contract or other agreement that provides that a fee
shall be paid to any Person or Entity if the Exchange is
consummated.

    


          3.6
REPORTS AND FINANCIAL STATEMENTS; ABSENCE OF CERTAIN CHANGES.

    


          (a)
Except for certain ownership reports which were not filed by certain
individuals, NEWN has filed all reports required to be filed with the SEC
pursuant to the Exchange Act since December 31, 2004 (all such reports,
including those to be filed prior to the Closing Date and all registration
statements and prospectuses filed by NEWN with the SEC, are collectively
referred to as the “NEWN SEC REPORTS). All of the NEWN SEC Reports, as of their
respective dates of filing (or if amended or superseded by a filing prior to the
date of this Agreement, then on the date of such filing): (i) complied in all
material respects as to form with the applicable requirements of the Securities
Act or Exchange Act and the rules and regulations thereunder, as the case may
be, and (ii) did not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they were
made, not misleading. The audited financial statements of NEWN included in the
NEWN SEC Reports comply in all material respects with the published rules and
regulations of the SEC with respect thereto, and such audited financial
statements (i) were prepared from the books and records of NEWN, (ii) were
prepared in accordance with GAAP applied on a consistent basis (except as may be
indicated therein or in the notes or schedules thereto) and (iii) present fairly
the financial position of NEWN as of the dates thereof and the results of
operations and cash flows for the periods then ended. The unaudited financial
statements included in the NEWN SEC Reports comply in all material respects with
the published rules and regulations of the SEC with respect thereto; and such
unaudited financial statements (i) were prepared from the books and records of
NEWN, (ii) were prepared in accordance with GAAP, except as otherwise permitted
under the Exchange Act and the rules and regulations thereunder, on a consistent
basis (except as may be indicated therein or in the notes or schedules thereto)
and (iii) present fairly the financial position of NEWN as of the dates thereof
and the results of operations and cash flows (or changes in financial condition)
for the periods then ended, subject to normal year-end adjustments and any other
adjustments described therein or in the notes or schedules thereto.

    


          (b)
Except as specifically contemplated by this Agreement or reflected in the NEWN
SEC Reports, since September 30, 2009, there has not been (i) any material
adverse change in NEWN's business, assets, liabilities, operations, and, to the
knowledge of NEWN, no event has occurred that is likely to have a material
adverse effect on NEWN's business, assets, liabilities or operations, (ii) any
declarations setting aside or payment of any dividend or distribution with
respect to the NEWN Common Stock other than consistent with past practices,
(iii) any material change in NEWN's accounting principles, procedures or
methods, (iv) cancellation in writing of any material customer contract or (v)
the loss of any customer relationship which would have a material adverse effect
on NEWN's business, assets, liabilities or operations.

    


    


    


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    


          3.7
COMPLIANCE WITH APPLICABLE LAW.

    


          Except
as disclosed in the NEWN SEC Reports filed prior to the date of this Agreement
and except to the extent that the failure or violation would not in the
aggregate have a Material Adverse Effect on the business, results of operations
or financial condition of NEWN, to NEWN's knowledge, NEWN holds all Governmental
Authorizations necessary for the lawful conduct of its business under and
pursuant to, and the business of NEWN is not being conducted in violation of,
any Governmental Authorization applicable to NEWN.

    


          3.8
COMPLETE COPIES OF REQUESTED REPORTS.

    


          NEWN
has delivered or made available true and complete copies of each document that
has been reasonably requested by Anytone International, Anytone or the
Shareholders.

    


          3.9
FULL DISCLOSURE.

    


          (a)
Neither this Agreement (including all Schedules and Exhibits hereto) nor any of
the Transactional Agreements contemplated to be executed and delivered by NEWN
in connection with this Agreement contains any untrue statement of material
fact; and none of such documents omits to state any material fact necessary to
make any of the representations, warranties or other statements or information
contained therein not misleading.

    


          (b)
All of the information set forth in the NEWN SEC Reports and all other
information regarding NEWN and the business, condition, assets, liabilities,
operations, financial performance, net income and prospects of either that has
been furnished to Anytone International, Anytone or the Shareholders by or on
behalf of NEWN or any of the NEWN's Representatives, is accurate and complete in
all material respects.

    


    ARTICLE
IV.

    


    COVENANTS
OF ANYTONE INTERNATIONAL AND ANYTONE

    


          4.1
ACCESS AND INVESTIGATION.

    


          Each
of Anytone International and Anytone shall ensure that, at all times during the
Pre-Closing Period:

    


          (a)
Anytone International, Anytone and their Representatives provide NEWN and its
Representatives access, at reasonable times and with twenty-four (24) hours
notice from NEWN to Anytone International or Anytone, to all of the premises and
assets of Anytone International and Anytone, to all existing books, records, Tax
Returns, work papers and other documents and information relating to Anytone
International or Anytone, and to responsible officers and employees of Anytone
International or Anytone, and Anytone International, Anytone and its
Representatives provide NEWN and its Representatives with copies of such
existing books, records, Tax Returns, work papers and other documents and
information relating to Anytone International or Anytone as NEWN may request in
good  faith;

    


    


    


    


    


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    


    


          (b)
Each of Anytone International and Anytone and their Representatives confer
regularly with NEWN upon its request, concerning operational matters and
otherwise report regularly (not less than semi-monthly and as NEWN may otherwise
request) to NEWN and discuss with NEWN and its Representatives concerning the
status of the business,  condition, assets, liabilities, operations,
and financial performance of Anytone International or Anytone, and promptly
notify NEWN of any material change in the business, condition, assets,
liabilities, operations, and financial performance of Anytone International or
Anytone, or any event reasonably likely to lead to any such change.

    


          4.2
OPERATION OF BUSINESS.

    


          Each
of Anytone International and Anytone shall ensure that, during the Pre-Closing
Period:

    


          (a)
It conducts its operations in the Ordinary Course of Business and in the same
manner as such operations have been conducted prior to the date of this
Agreement;

    


          (b)
It uses its commercially reasonable efforts to preserve intact its current
business organization, keep available and not terminate the services of its
current officers, directors and employees and maintain its relations and
goodwill with all suppliers, customers, landlords, creditors, licensors,
licensees, employees and other Persons having business relationships with
Anytone International or Anytone;

    


          (c)
It does not declare, accrue, set aside or pay any dividend or make any other
distribution in respect of any shares of its capital stock, or issue any
additional shares of its capital stock, and does not repurchase, redeem or
otherwise reacquire any shares of its capital stock or other
securities;

    


          (d)
It does not sell or otherwise issue (or grant any warrants, options or other
rights to purchase) any shares of capital stock or any other
securities;

    


          (e)
It does not amend its Organizational Documents, and does not affect or become a
party to any recapitalization, reclassification of shares, stock split, reverse
stock split or similar transaction;

    


          (f)
It does not form any subsidiary or acquire any equity interest or other interest
in any other Entity;

    


          (g)
It does not establish or adopt any Employee Benefit Plan, and does not pay any
bonus or make any profit sharing or similar payment to, or increase the amount
of the wages, salary, commissions, fringe benefits or other compensation or
remuneration payable to, any of its directors, officers or
employees;

    


          (h)
It does not change any of its methods of accounting or accounting practices in
any respect;

    


          (i)
It does not make any Tax election;

    


          (j)
It does not commence or take any action or fail to take any action which would
result in the commencement of any Proceeding;

    


    


    


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    


          (k)
It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge
or encumber any fixed or other assets, other than in the Ordinary Course of
Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or
obligation or any other liabilities or issue any debt securities, other than in
the Ordinary Course of Business; (iii) assume, guarantee, endorse for the
obligations of any other person, other than in the Ordinary Course of Business;
(iv) make any loans, advances or capital contributions to, or investments in,
any other Person, other than in the Ordinary Course of Business; or (v) fail to
maintain insurance consistent with past practices for its business and
property;

    


          (l)
It pays all debts and Taxes, files all of its Tax Returns (as provided herein)
and pays or performs all other obligations, when due;

    


          (m)
It does not enter into or amend any agreements pursuant to which any other
Person is granted distribution, marketing or other rights of any type or scope
with respect to any of its services, products or technology;

    


          (n)
It does not hire any new officer-level employee or increase or decrease the size
of its board of directors;

    


          (o)
It does not revalue any of its assets, including, without limitation, writing
down the value of inventory or writing off notes or accounts receivable, except
as required under GAAP and in the Ordinary Course of Business;

    


          (p)
Except as otherwise contemplated hereunder, it does not enter into any
transaction or take any other action outside the Ordinary Course of Business;
and

    


          (q)
It does not enter into any transaction or take any other action that likely
would cause or constitute a Breach of any representation or warranty made by it
in this Agreement.

    


          4.3
FILINGS AND CONSENTS; COOPERATION.

    


          Each
of Anytone International and Anytone shall ensure that:

    


          (a)
Each filing or notice required to be made or given (pursuant to any applicable
Law, Order or contract, or otherwise) by Anytone International, Anytone or the
Shareholders in connection with the execution and delivery of any of the
Transactional Agreements, or in connection with the consummation or performance
of the Exchange, is made or given as soon as possible after the date of this
Agreement;

    


          (b)
Each Consent required to be obtained (pursuant to any applicable Law, Order or
contract, or otherwise) by Anytone International, Anytone or the Shareholders in
connection with the execution and delivery of any of the Transactional
Agreements, or in connection with the consummation or performance of the
Exchange, is obtained as soon as possible after the date of this Agreement and
remains in full force and effect through the Closing Date;

    


          (c)
It promptly delivers to NEWN a copy of each filing made, each notice given and
each Consent obtained by Anytone International or Anytone during the Pre-Closing
Period; and

    


          (d)
During the Pre-Closing Period, it and its Representatives cooperate with NEWN
and NEWN's Representatives, and prepare and make available such documents and
take such other actions as NEWN may request in good faith, in connection with
any filing, notice or Consent that NEWN is required or elects to make, give or
obtain.

    


    


    
      
        
        

      

      
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          4.4
NOTIFICATION; UPDATES TO DISCLOSURE SCHEDULES.

    


          (a)
During the Pre-Closing Period, each of Anytone International and Anytone shall
promptly notify NEWN in writing of:

    


                (i)
the discovery by it of any event, condition, fact or circumstance that occurred
or existed on or prior to the date of this Agreement which is contrary to any
representation or warranty made by it in this Agreement or in any of the other
Transactional Agreements, or that would upon the giving of notice or lapse of
time, result in any of its representations and warranties set forth in this
agreement to become untrue or otherwise cause any of the conditions of Closing
set forth in Article VI or Article VII not to be satisfied;

    


                (ii)
any event, condition, fact or circumstance that occurs, arises or exists after
the date of this Agreement (except as a result of actions taken pursuant to the
express written consent of NEWN) and that is contrary to any representation or
warranty made by it in this Agreement, or that would upon the giving of notice
or lapse of time, result in any of its representations and warranties set forth
in this agreement to become untrue or otherwise cause any of the conditions of
Closing set forth in Article VI or Article VII not to be satisfied;

    


          (b)
If any event, condition, fact or circumstances that is required to be disclosed
pursuant to Section 4.4(a) requires any material change in the Anytone
International and Anytone Disclosure Schedule, or if any such event, condition,
fact or circumstance would require such a change assuming the Anytone
International and Anytone Disclosure Schedule were dated as of the date of the
occurrence, existence or discovery of such event, condition, fact or
circumstances, then Anytone International or Anytone, as applicable, shall
promptly deliver to NEWN an update to the Anytone International and Anytone
Disclosure Schedule specifying such change (a “Disclosure Schedule
Update”).

    


          (c)
It will promptly update any relevant and material information provided to NEWN
after the date hereof pursuant to the terms of this Agreement.

    


    


    


    


    


    


    


    


    


    


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    


          4.5
COMMERCIALLY REASONABLE EFFORTS.

    


          During
the Pre-Closing Period, each of Anytone International and Anytone shall use its
commercially reasonable efforts to cause the conditions set forth in Article VI
and Article VII to be satisfied on a timely basis and so that the Closing can
take place on or before December 20, 2009, in accordance with Section 1.5, and
shall not take any action or omit to take any action, the taking or omission of
which would or could reasonably be expected to result in any of the
representations and warranties of Anytone International and Anytone set forth in
this Agreement becoming untrue, or in any of the conditions of Closing set forth
in Article VI or Article VII not being satisfied.

    


          4.6
CONFIDENTIALITY; PUBLICITY.

    


          Each
of Anytone International and Anytone shall ensure that:

    


          (a)
It and its Representatives keep strictly confidential the existence and terms of
this Agreement prior to the issuance or dissemination of any mutually agreed
upon press release or other disclosure of the Exchange; and

    


          (b)
neither it nor any of its Representatives issues or disseminates any press
release or other publicity or otherwise makes any disclosure of any nature (to
any of its suppliers, customers, landlords, creditors or employees or to any
other Person) regarding any of the Exchange; except in each case to the extent
that it is required by law to make any such disclosure regarding such
transactions or as separately agreed by the parties;

    provided,
however, that if it is required by law to make any such disclosure, Anytone
International or Anytone advises NEWN, at least five business days before making
such disclosure, of the nature and content of the intended
disclosure.

    


    ARTICLE
V.

    


    COVENANTS
OF NEWN

    


          5.1
NOTIFICATION.

    


          During
the Pre-Closing Period, NEWN shall promptly notify Anytone International or
Anytone in writing of:

    


          (a)
the discovery by NEWN of any event, condition, fact or circumstance that
occurred or existed on or prior to the date of this Agreement which is contrary
to any representation or warranty made by NEWN in this Agreement;
and,

    


          (b)
any event, condition, fact or circumstance that occurs, arises or exists after
the date of this Agreement (except as a result of actions taken pursuant to the
written consent of Anytone) and that is contrary to any representation or
warranty made by NEWN in this Agreement;

    


    


    


    


    


    
      
        
        

      

      
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          5.2
FILINGS AND CONSENTS; COOPERATION.

    


          NEWN
shall ensure that:

    


          (a)
Each filing or notice required to be made or given (pursuant to any applicable
Law, Order or contract, or otherwise) by NEWN in connection with the execution
and delivery of any of the Transactional Agreements, or in connection with the
consummation or performance of the Exchange, is made or given as soon as
possible after the date of this Agreement;

    


          (b)
Each Consent required to be obtained (pursuant to any applicable Law, Order or
contract, or otherwise) by NEWN in connection with the execution and delivery of
any of the Transactional Agreements, or in connection with the consummation or
performance of the Exchange, is obtained as soon as possible after the date of
this Agreement and remains in full force and effect through the Closing
Date;

    


          (c)
NEWN promptly delivers to Anytone International and Anytone a copy of each
filing made, each notice given and each Consent obtained by NEWN during the
Pre-Closing Period; and

    


          (d)
During the Pre-Closing Period, NEWN and its Representatives cooperate with
Anytone International, Anytone and their Representatives, and prepare and make
available such documents and take such other actions as Anytone International or
Anytone may request in good faith, in connection with any filing, notice or
Consent that Anytone International or Anytone is required or elects to make,
give or obtain.

    


          5.3
COMMERCIALLY REASONABLE EFFORTS.

    


          During
the Pre-Closing Period, NEWN shall use its commercially reasonable efforts to
cause the conditions set forth in Article VI and Article VII to be satisfied on
a timely basis and so that the Closing can take place on or before December 20,
2009 or as soon thereafter as is reasonably practical, in accordance with
Section 1.5, and shall not take any action or omit to take any action, the
taking or omission of which would or could reasonably be expected to result in
any of the representations and warranties or NEWN set forth in this Agreement
becoming untrue or in any of the conditions of closing set forth in Article VI
or Article VII not being satisfied.

    


          5.4
DISCLOSURE OF CONFIDENTIAL INFORMATION.

    


          (a)
Each of NEWN, Anytone and the Shareholders acknowledges and agrees that it may
receive Confidential Information in connection with this Transaction including
without limitation, the Anytone International and Anytone Disclosure Schedule
and any information disclosed during the due diligence process, the public
disclosure of which will harm the disclosing party's business. The Receiving
Party may use Confidential Information only in connection with the Transaction.
The results of the due diligence review may not be used for any other purpose
other than in connection with the Transaction. Except as expressly provided in
this Agreement, the Receiving Party shall not disclose Confidential Information
to anyone without the Disclosing Party's prior written consent. The Receiving
Party shall take all reasonable measures to avoid disclosure, dissemination or
unauthorized use of Confidential Information, including, at a minimum, those
measures it takes to protect its own confidential information of a similar
nature. The Receiving Party shall not export any Confidential Information in any
manner contrary to the export regulations of the governmental jurisdiction to
which it is subject.

    


     

     

     

     

    
 

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    


    


          (b)
The Receiving Party may disclose Confidential Information as required to comply
with binding orders of governmental entities that have jurisdiction over it,
provided that the Receiving Party (i) gives the Disclosing Party reasonable
notice (to the extent permitted by law) to allow the Disclosing Party to seek a
protective order or other appropriate remedy, (ii) discloses only such
information as is required by the governmental entity, and (iii) uses
commercially reasonable efforts to obtain confidential treatment for any
Confidential Information so disclosed.

    


          (c)
All Confidential Information shall remain the exclusive property of the
Disclosing Party. The Disclosing Party's disclosure of Confidential Information
shall not constitute an express or implied grant to the Receiving Party of any
rights to or under the Disclosing Party's patents, copyrights, trade secrets,
trademarks or other intellectual property rights.

    


          (d)
The Receiving Party shall notify the Disclosing Party immediately upon discovery
of any unauthorized use or disclosure of Confidential Information or any other
breach of this Agreement by the Receiving Party. The Receiving Party shall
cooperate with the Disclosing Party in every reasonable way to help the
Disclosing Party regain possession of such Confidential Information and prevent
its further unauthorized use.

    


          (e)
The Receiving Party shall return or destroy all tangible materials embodying
Confidential Information (in any form and including, without limitation, all
summaries, copies and excerpts of Confidential Information) promptly following
the Disclosing Party's written request; provided, however, that, subject to the
provisions of this Agreement, the Receiving Party may retain one copy of such
materials in the confidential, restricted access files of its legal department
for use only in the event a dispute arises between the parties related to the
Transaction and only in connection with that dispute. At the Disclosing Party's
option, the Receiving Party shall provide written certification of its
compliance with this Section.

    


          5.5
INDEMNIFICATION.

    


          (a)
Each of Anytone International, Anytone and the Shareholders, jointly and
severally, each shall defend, indemnify and hold harmless NEWN, and its
employees, officers, directors, stockholders, controlling persons, affiliates,
agents, successors and assigns (collectively, the “NEWN Indemnified Persons”),
and shall reimburse the NEWN Indemnified Person, for, from and against any loss,
liability, claim, damage, expense (including costs of investigation and defense
and reasonable attorneys' fees) or diminution of value, whether or not involving
a third-party claim (collectively, “Damages”), directly or indirectly, relating
to, resulting from or arising out of:

    


                (i)
any untrue representations, misrepresentations or breach of warranty by or of
Anytone International, Anytone or the Shareholders contained in or pursuant to
this Agreement, and the Anytone International and Anytone Disclosure
Schedule;

    


    


    


    


    


    


    


    


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    


    


                (ii)
any breach or nonfulfillment of any covenant, agreement or other obligation by
or of Anytone International, Anytone or the Shareholders (only to the extent
made or occurring prior to or at the Closing) contained in or pursuant to this
Agreement, the Transaction Agreements executed by Anytone International, Anytone
or any of the Shareholders in their individual capacity, the Anytone
International and Anytone  Disclosure Schedule, or any of the other
agreements, documents, schedules or exhibits to be entered into by Anytone
International or Anytone or any of the Shareholders in their individual capacity
pursuant to or in connection with this Agreement;

    


                (iii)
all of Pre-Closing liabilities of Anytone International, Anytone or the
Shareholders; and

    


                (iv)
any liability, claim, action or proceeding of any kind whatsoever, whether
instituted or commenced prior to or after the Closing Date, which directly or
indirectly relates to, arises or results from, or occurs in connection with
facts or circumstances relating to the conduct of business of Anytone
International or Anytone, or the assets of Anytone International or Anytone, or
events or circumstances existing on or prior to the Closing Date.

    


          (b)
NEWN shall defend, indemnify and hold harmless Anytone International, Anytone
and its respective affiliates, agents, successors and assigns (collectively, the
“Anytone Indemnified Persons”), and shall reimburse the Anytone Indemnified
Persons, for, from and against any Damages, directly or indirectly, relating to,
resulting from or arising out of:

    


                (i)
any untrue representation, misrepresentation or breach of warranty by NEWN
contained in or pursuant to this Agreement;

    


                (ii)
any breach or nonfulfillment of any covenant, agreement or other obligations by
or of NEWN contained in or pursuant to this Agreement, the Transaction
Agreements or any other agreements, documents, schedules or exhibits to be
entered into or delivered to pursuant to or in connection with this
Agreement.

    


          (c)
Promptly after receipt by an indemnified Party under Section 5.6 of this
Agreement of notice of a claim against it (“Claim”), such indemnified Party
shall, if a claim is to be made against an indemnifying Party under such
Section, give notice to the indemnifying Party of such Claim, but the failure to
so notify the indemnifying Party will not relieve the indemnifying Party of any
liability that it may have to any indemnified Party, except to the extent that
the indemnifying Party demonstrates that the defense of such action is
prejudiced by the indemnified Party's failure to give such notice.

    


          (c)
A claim for indemnification for any matter not involving a third-party claim may
be asserted by notice to the Party from whom indemnification is
sought.

    


    


    


    


    


    


    


    


    


    


    


    


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

    


    


    ARTICLE
VI.

    


    CLOSING
CONDITIONS OF NEWN

    


          NEWN's
obligations to affect the Closing and consummate the Exchange are subject to the
satisfaction of each of the following conditions:

    


          6.1
ACCURACY OF REPRESENTATIONS AND WARRANTIES.

    


          The
representations and warranties of Anytone International, Anytone and the
Shareholders in this Agreement shall have been true and correct as of the date
of this Agreement and shall be true and correct on and as of the Closing.
Anytone International, Anytone and the Shareholders shall have performed all
obligations in this Agreement required to be performed or observed by them on or
prior to the Closing.

    


          6.2
ADDITIONAL CONDITIONS TO CLOSING.

    


          (a)
All necessary approvals under federal and state securities laws and other
authorizations relating to the issuance of the Acquisition Shares and the
transfer of the Shares shall have been received.

    


          (b)
No preliminary or permanent injunction or other order by any federal, state or
foreign court of competent jurisdiction which prohibits the consummation of the
Exchange shall have been issued and remain in effect. No statute, rule,
regulation, executive order, stay, decree, or judgment shall have been enacted,
entered, issued, promulgated or enforced by any court or governmental authority
which prohibits or restricts the consummation of the Exchange. All
authorizations, consents, orders or approvals of, or declarations or filings
with, and all expirations of waiting periods imposed by, any Governmental Body
which are necessary for the consummation of the Exchange, other than those the
failure to obtain which would not materially adversely affect the consummation
of the Exchange or in the aggregate have a material adverse effect on NEWN and
its subsidiaries, taken as a whole, shall have been filed, occurred or been
obtained (all such permits, approvals, filings and consents and the lapse of all
such waiting periods being referred to as the “Requisite Regulatory Approvals”)
and all such Requisite Regulatory Approvals shall be in full force and
effect.

    


          (c)
There shall not be any action taken, or any statute, rule, regulation or order
enacted, entered, enforced or deemed applicable to the Exchange, by any
Governmental Body which, in connection with the grant of a Requisite Regulatory
Approval, imposes any material condition or material restriction upon NEWN or
its subsidiaries or Anytone International or Anytone, including, without
limitation, requirements relating to the disposition of assets, which in any
such case would so materially adversely impact the economic or business benefits
of the Exchange as to render inadvisable the consummation of the
Exchange.

    


    


    


    


    


    


    


    


    


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

    


    


          6.3
PERFORMANCE OF AGREEMENTS.

    


          Anytone
International, Anytone or the Shareholders, as the case may be, shall have
executed and delivered each of the agreements, instruments and documents
required to be executed and delivered, and performed all actions required to be
performed by Anytone International or Anytone or any of the Shareholders, as the
case may be, pursuant to this Agreement, except as NEWN has otherwise consented
in writing.

    


          6.4
CONSENTS.

    


          Each
of the Consents identified or required to have been identified in the Anytone
International and Anytone Disclosure Schedule shall have been obtained and shall
be in full force and effect, other than those Consents, which have been
expressly waived by NEWN.

    


          6.5
NO MATERIAL ADVERSE CHANGE AND SATISFACTORY DUE DILIGENCE.

    


          There
shall not have been any material adverse change in the business, condition,
assets, liabilities, operations or financial performance of Anytone
International or Anytone since the date of this Agreement as determined by NEWN
in its discretion. NEWN shall be satisfied in all respects with the results of
its due diligence review of Anytone International and Anytone.

    


          6.6
ANYTONE INTERNATIONAL/ANYTONE CLOSING CERTIFICATES.

    


          In
addition to the documents required to be received under this Agreement, NEWN
shall also have received the following documents:

    


          (a)
copies of resolutions of Anytone International and Anytone, certified by a
Secretary, Assistant Secretary or other appropriate officer of Anytone
International or Anytone, authorizing the execution, delivery and performance of
this Agreement and other Transactional Agreements;

    


          (b)
good standing certificate from China of Anytone International and Anytone;
and

    


          (c)
such other documents as NEWN may request in good faith for the purpose of (i)
evidencing the accuracy of any representation or warranty made by Anytone
International and Anytone, (ii) evidencing the compliance by Anytone
International and Anytone, or the performance by Anytone International and
Anytone of, any covenant or obligation set forth in this Agreement or any of the
other Transactional Agreements, (iii) evidencing the satisfaction of any
condition set forth in Article VII or this Article VI, or (iv) otherwise
facilitating the consummation or performance of the Exchange.

    


          6.7
TRANSACTIONAL AGREEMENTS.

    


          Each
Person (other than NEWN) shall have executed and delivered prior to or on the
Closing Date all Transactional Agreements to which it is to be a
party.

    


    


    


    


    


    


    


    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    


    


          6.8
DELIVERY OF STOCK CERTIFICATES, MINUTE BOOK AND CORPORATE SEAL.

    


          The
Shareholders shall have delivered to NEWN the stock books, stock ledgers, minute
books and corporate seals of Anytone International and Anytone.

    


    ARTICLE
VII.

    


    CLOSING
CONDITIONS OF THE SHAREHOLDERS

    


          The
Shareholders' obligations to affect the Closing and consummate the Exchange are
subject to the satisfaction of each of the following conditions:

    


          7.1
ACCURACY OF REPRESENTATIONS AND WARRANTIES.

    


          The
representations and warranties of NEWN in this Agreement shall have been true
and correct as of the date of this Agreement and shall be true and correct on
and as of the Closing and NEWN shall have performed all obligations in this
Agreement required to be performed or observed by them on or prior to the
Closing.

    


          7.2
ADDITIONAL CONDITIONS TO CLOSING.

    


          (a)
All necessary approvals under federal and state securities laws and other
authorizations relating to the issuance and transfer of the Acquisition Shares
by NEWN and the transfer of the Shares by Anytone International and Anytone
shall have been received.

    


          (b)
No preliminary or permanent injunction or other order by any federal, state or
foreign court of competent jurisdiction which prohibits the consummation of the
Exchange shall have been issued and remain in effect. No statute, rule,
regulation, executive order, stay, decree, or judgment shall have been enacted,
entered, issued, promulgated or enforced by any court or governmental authority
which prohibits or restricts the consummation of the Exchange. All Requisite
Regulatory Approvals shall have been filed, occurred or been obtained and all
such Requisite Regulatory Approvals shall be in full force and
effect.

    


          (c)
There shall not be any action taken, or any statute, rule, regulation or order
enacted, entered, enforced or deemed applicable to the Exchange, by any federal
or state Governmental Body which, in connection with the grant of a Requisite
Regulatory Approval, imposes any condition or restriction upon NEWN or its
subsidiaries (or, in the case of any disposition of assets required in
connection with such Requisite Regulatory Approval, upon NEWN, its subsidiaries
or Anytone, Anytone International or any of their subsidiaries), including,
without limitation, requirements relating to the disposition of assets, which in
any such case would so materially adversely impact the economic or business
benefits of the Exchange as to render inadvisable the consummation of the
Exchange.

    


    


    


    


    


    


    


    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

    


    


          7.3
NEWN CLOSING CERTIFICATES.

    


          The
Shareholders shall have received the following documents:

    


          (a)
copies of resolutions of NEWN, certified by a Secretary, Assistant Secretary or
other appropriate officer of NEWN, authorizing the execution, delivery and
performance of the Transactional Agreements and the Exchange;

    


          (b)
good standing certificates for the State of Nevada; and

    


          (c)
such other documents as Anytone International or Anytone may request in good
faith for the purpose of (i) evidencing the accuracy of any representation or
warranty made by NEWN, (ii) evidencing the compliance by NEWN with, or the
performance by NEWN of, any covenant or obligation set forth in this Agreement
or any of the other Transactional Agreements, (iii) evidencing the satisfaction
of any condition set forth in Article VI or this Article VII, or (iv) otherwise
facilitating the consummation or performance of the Exchange.

    


          7.4
NO MATERIAL ADVERSE CHANGE.

    


          There
shall not have been any material adverse change in NEWN's business, condition,
assets, liabilities, operations or financial performance since the date of this
Agreement.

    


          7.5
PERFORMANCE OF AGREEMENTS.

    


          NEWN
shall have executed and delivered each of the agreements, instruments and
documents required to be executed and delivered, and performed all actions
required by NEWN pursuant to this Agreement, except as Anytone International,
Anytone and the Shareholders have otherwise consented in writing.

    


          7.6
CONSENTS.

    


          Each
of the Consents identified or required to have been identified in Section 3.4
shall have been obtained and shall be in full force and effect, other than those
Consents the absence of which shall not have a material adverse effect on
NEWN.

    


          7.7
NEWN STOCK.

    


          On
the Closing Date, shares of NEWN Common Stock shall be eligible for quotation on
the OTC Bulletin Board.

    


    


    


    


    


    


    


    


    


    


    


    


    


    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

    


     

    


    ARTICLE
VIII.

    


    FURTHER
ASSURANCES

    


          Each
of the parties hereto agrees that it will, from time to time after the date of
the Agreement, execute and deliver such other certificates, documents and
instruments and take such other action as may be reasonably requested by the
other party to carry out the actions and transactions contemplated by this
Agreement, including the closing conditions described in Articles VI and VII.
Anytone International , Anytone and the Shareholders shall reasonably cooperate
with NEWN in its of the books and records of Anytone International and Anytone,
or in preparing any solicitation materials to be sent to the shareholders of
NEWN in connection with the approval of the Exchange and the transactions
contemplated by the Transactional Agreements.

    


    ARTICLE
IX.

    


    TERMINATION

    


          9.1
TERMINATION.

    


          This
Agreement may be terminated and the Exchange abandoned at any time prior to the
Closing Date:

    


          (a)
by mutual written consent of NEWN, Anytone International, Anytone and the
Shareholders;

    


          (b)
by NEWN if NEWN is not satisfied with the results of its due diligence of
Anytone International and Anytone for any reason;

    


          (c)
by NEWN if (i) there is a material Breach of any covenant or obligation of
Anytone International, Anytone or the Shareholders; provided however, that if
such Breach or Breaches are capable of being cured prior to the Closing Date,
such Breach or Breaches shall not have been cured within 10 days of delivery of
the written notice of such Breach, or (ii) NEWN reasonably determines that the
timely satisfaction of any condition set forth in Article VI has become
impossible or impractical (other than as a result of any failure on the part of
NEWN to comply with or perform its covenants and obligations under this
Agreement or any of the other Transactional Agreements);

    


          (d)
by Anytone International or Anytone if (i) there is a material Breach of any
covenant or obligation of NEWN; provided however, that if such Breach or
Breaches are capable of being cured prior to the Closing Date, such Breach or
Breaches shall not have been cured within 10 days of delivery of the written
notice of such Breach, or (ii) Anytone International or Anytone reasonably
determines that the timely satisfaction of any condition set forth in Article
VII has become impossible or impractical (other than as a result of any failure
on the part of Anytone International or Anytone or any Shareholder to comply
with or perform any covenant or obligation set forth in this Agreement or any of
the other Transactional Agreements);

    


    


    


    


    


    


    


    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

    


    


          (e)
by NEWN if the Closing has not taken place on or before December 20, 2009
(except if as a result of any failure on the part of NEWN to comply with or
perform its covenants and obligations under this Agreement or in any other
Transactional Agreement);

    


          (f)
by Anytone International or Anytone if the Closing has not taken place on or
before December 20, 2009 (except if as a result of the failure on the part of
Anytone International, Anytone or the Shareholders to comply with or perform any
covenant or obligation set forth in this Agreement or in any other Transactional
Agreement);

    


          (g)
by any of NEWN, on the one hand or Anytone International or Anytone, on the
other hand, if any court of competent jurisdiction in the United States or other
United States governmental body shall have issued an order, decree or ruling or
taken any other action restraining, enjoining or otherwise prohibiting the
Exchange and such order, decree, ruling or any other action shall have become
final and non-appealable; provided, however, that the party seeking to terminate
this Agreement pursuant to this clause (g) shall have used all commercially
reasonable efforts to remove such order, decree or ruling; or

    


          (h)
The parties hereby agree and acknowledge that a breach of the provisions of
Sections 4.1, 4.2, 4.3, 4.4 and 4.6 are, without limitation, material Breaches
of this Agreement.

    


          9.2
TERMINATION PROCEDURES.

    


          If
NEWN wishes to terminate this Agreement pursuant to Section 9.1, NEWN shall
deliver to the Shareholders, Anytone International and Anytone a written notice
stating that NEWN is terminating this Agreement and setting forth a brief
description of the basis on which NEWN is terminating this Agreement. If Anytone
International or Anytone wishes to terminate this Agreement pursuant to Section
9.1, Anytone International or Anytone, as applicable, shall deliver to NEWN a
written notice stating that Anytone International or Anytone is terminating this
Agreement and setting forth a brief description of the basis on which Anytone
International or Anytone is terminating this Agreement.

    


          9.3
EFFECT OF TERMINATION.

    


          In
the event of termination of this Agreement as provided above, this Agreement
shall forthwith have no further effect. Except for a termination resulting from
a Breach by a party to this Agreement, there shall be no liability or obligation
on the part of any party hereto. In the event of a breach, the remedies of the
non-breaching party shall be to seek damages from the breaching party or to
obtain an order for specific performance, in addition to or in lieu of other
remedies provided herein. Upon request after termination, each party will
redeliver or, at the option of the party receiving such request, destroy all
reports, work papers and other material of any other party relating to the
Exchange, whether obtained before or after the execution hereof, to the party
furnishing same; provided, however, that Anytone International, Anytone and the
Shareholders shall, in all events, remain bound by and continue to be subject to
Section 4.6 and all parties shall in all events remain bound by and continue to
be subject to Section 5.4 and 5.5.

    


          Notwithstanding
the above, NEWN, on the one hand, and Anytone International, Anytone and the
Shareholders, on the other hand, shall be entitled to announce the termination
of this Agreement by means of a press release.

    


    


    


    


    


    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    ARTICLE
X.

    


    MISCELLANEOUS

    


          10.1
SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

    


          All
representations and warranties of Anytone International, Anytone and the
Shareholders in this Agreement and the Anytone International and Anytone
Disclosure Schedule shall survive shall survive for two years after the date of
this Agreement. The right to indemnification, reimbursement or other remedy
based on such representations and warranties will not be affected by any
investigation conducted by the parties.

    


          10.2
EXPENSES.

    


          Except
as otherwise set forth herein, each of the parties to the Exchange shall bear
its own expenses incurred in connection with the negotiation and consummation of
the transactions contemplated by this Agreement.

    


          10.3
ENTIRE AGREEMENT.

    


          This
Agreement and the other Transactional Agreements contain the entire agreement of
the parties hereto, and supersede any prior written or oral agreements between
them concerning the subject matter contained herein, or therein. There are no
representations, agreements, arrangements or understandings, oral or written,
between the parties to this Agreement, relating to the subject matter contained
in this Agreement and the other Transaction Agreements, which are not fully
expressed herein or therein. The schedules and each exhibit attached to this
Agreement or delivered pursuant to this Agreement are incorporated herein by
this reference and constitute a part of this Agreement.

    


          10.4
COUNTERPARTS

    


          This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original but all of which shall constitute one and the same
instrument.

    


          10.5
DESCRIPTIVE HEADINGS.

    


          The
Article and Section headings in this Agreement are for convenience only and
shall not affect the meanings or construction of any provision of this
Agreement.

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

    


          10.6
NOTICES.

    


          Any
notices required or permitted to be given under this Agreement shall be in
writing and shall be deemed sufficiently given on the earlier to occur of the
date of personal delivery, the date of receipt or three (3) days after posting
by overnight courier or registered or certified mail, postage prepaid, addressed
as follows:

     

    
      
        	
                    If to
      NEWN:

              	
                NEW
      ENERGY SYSTEMS GROUP

              
	 
      	
                A-3,
      Xinglian Industrial Zone,

              
	 
      	
                He
      Hua Ling Pingxing Road, Xin Nan Ping Hu Town

              
	 
      	
                Longgang,
      Shenzhen, China

              
	 
      	 
      
	
                    If to
      Anytone International:

              	
                ANYTONE
      INTERNATIONAL (H.K.) CO., LTD.

              
	 
      	
                5F,
      51 Building, No. 5, Qiongyu Road,

              
	 
      	
                Hightech
      industrial park, Nanshan district,

              
	 
      	
                Shenzhen,
      China

              
	 
      	 
      
	
                    If to
      Anytone:

              	
                SHENZHEN
      ANYTONE TECHNOLOGY CO., LTD.

              
	 
      	
                5F,
      51 Building, No. 5, Qiongyu Road,

              
	 
      	
                Hightech
      industrial park, Nanshan district,

              
	 
      	
                Shenzhen,
      China

              
	 
      	 
      
	
                    If to
      the Shareholders:

              	
                To
      such address or addresses set forth on Schedule 1 annexed
      hereto.

              


      

    

    
 

          10.7
CHOICE OF LAW

    


          This
Agreement shall be construed in accordance with and governed by the laws of the
State of New York without regard to choice of law principles. The parties hereto
each consent to the jurisdiction of the courts of the state of New York, county
of New York and to the federal courts located in the county of New York, State
of New York.

    


          10.8
BINDING EFFECT; BENEFITS

    


          This
Agreement shall inure to the benefit of and be binding upon the parties and
their respective successors and permitted assigns. Nothing in this Agreement,
express or implied, is intended to confer on any Person other than the parties
or their respective successors and permitted assigns, the Shareholders and other
Persons expressly referred to herein, any rights, remedies, obligations or
liabilities under or by reason of this Agreement.

    


    


    


    


    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

    


          10.9
ASSIGNABILITY

    


          Neither
this Agreement nor any of the parties' rights hereunder shall be assignable by
any party without the prior written consent of the other parties and any
attempted assignment without such consent shall be void.

    


          10.10
WAIVER AND AMENDMENT

    


          Any
term or provision of this Agreement may be waived at any time by the party,
which is entitled to the benefits thereof. The waiver by any party of a breach
of any provision of this Agreement shall not operate or be construed as a waiver
of any subsequent breach. The parties may, by mutual agreement in writing, amend
this Agreement in any respect. Anytone International, Anytone and the
Shareholders hereby acknowledge their intent that this Agreement includes as a
party any holder of capital stock in Anytone International and Anytone at the
time of Closing. NEWN, Anytone International, Anytone and the Shareholders
therefore agree that this Agreement may be amended, without the further consent
of any party to this Agreement, (i) to add as a new Shareholder any existing
shareholder of Anytone International or Anytone, and (ii) to modify Schedule 1
to reflect the addition of such shareholder.

    


          10.11
ATTORNEYS' FEES.

    


          In
the event of any action or proceeding to enforce the terms and conditions of
this Agreement, the prevailing party shall be entitled to an award of reasonable
attorneys' and experts' fees and costs, in addition to such other relief as may
be granted.

    


          10.12
SEVERABILITY.

    


          If
any provision of this Agreement is held invalid or unenforceable by any court of
competent jurisdiction, the other provisions of this Agreement will remain in
full force and effect. Any provision of this Agreement held invalid or
unenforceable only in part or degree will remain in full force and effect to the
extent not held invalid or unenforceable.

    


          10.13
CONSTRUCTION.

    


          In
executing this Agreement, the parties severally acknowledge and represent that
each: (a) has fully and carefully read and considered this Agreement; (b) has or
has had the opportunity to consult independent legal counsel in China regarding
the legal effect and meaning of this document and all terms and conditions
hereof; (c) has been afforded the opportunity to negotiate as to any and all
terms hereof; and (d) is executing this Agreement voluntarily, free from any
influence, coercion or duress of any kind. The language used in this Agreement
will be deemed to be the language chosen by the parties to express their mutual
intent, and no rule of strict construction will be applied against any
party.

    
 

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

    
 

          IN
WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of
the day and year first above written.

     

    
      
        	
                NEW
      ENERGY SYSTEMS GROUP

              
	 
      	 
      
	 
      	 
      
	
                By:

              	
                 

              
	 
      	 
      
	

                Name:  
      

              	
                 

              
	 
      	
                 

              
	

                Title:  
      

              	
                 

              
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                SHENZHEN
      ANYTONE TECHNOLOGY CO., LTD.

              
	 
      	 
      
	 
      	 
      
	
                By:

              	
                 

              
	 
      	
                 

              
	

                Name:  
      

              	
                 

              
	 
      	 
      
	

                Title:  
      

              	
                 

              
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                ANYTONE
      INTERNATIONAL (H.K.) CO., LTD.

              
	 
      	 
      
	 
      	 
      
	
                By:

              	 
      
	 
      	
                 

              
	

                Name:  
      

              	
                 

              
	 
      	 
      
	

                Title:  
      

              	
                 

              
	 
      	 
      
	 
      	 
      
	 
      SHAREHOLDERS:
	 
      	 
      
	 
      See
      attached Shareholder signature
pages


      

    

    
 

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

                                     


    


    EXHIBIT
A

    


    CERTAIN
DEFINITIONS

    


    For
purposes of the Agreement (including this Exhibit A):

    


          “Agreement”
shall mean the Share Exchange Agreement to which this Exhibit A is attached
(including all Disclosure Schedules and all Exhibits), as it may be amended from
time to time.

    


          “Approved
Plans” shall mean a stock option or similar plan for the benefit of employees or
others, which has been approved by the shareholders of Anytone.

    


          “Anytone
Balance Sheet” shall mean Anytone's audited balance sheet at December 31,
2008.

    


          “Anytone
Common Stock” shall mean the shares of common stock of Anytone.

    


          “Anytone
International and Anytone Disclosure Schedule” shall have the meaning specified
in introduction to Article II of the Agreement.

    


          “Anytone
International Common Stock” shall mean the shares of common stock of Anytone
International.

    


          “Average
NEWN Stock Price” shall be US$6.60, based upon the average price of NEWN Common
Stock from October 28, 2009 through and including November 11, 2009, as reported
by the OTC Bulletin Board.

    


          “Breach.”
There shall be deemed to be a “Breach” of a representation, warranty, covenant,
obligation or other provision if there is or has been any inaccuracy in or
breach of, or any failure to comply with or perform, such representation,
warranty, covenant, obligation or other provision.

    


          “Certificates”
shall have the meaning specified in Section 1.3 of the Agreement.

    


          “NEWN”
shall have the meaning specified in the first paragraph of the
Agreement.

    


          “NEWN
Common Stock” shall mean the shares of common stock of NEWN.

    


          “NEWN
SEC Reports” shall have the meaning specified in Section 4.6 of the
Agreement.

    


          “Closing”
shall have the meaning specified in Section 1.5 of the Agreement.

    


          “Closing
Date” shall have the meaning specified in Section 1.5 of the
Agreement.

    


          “Code”
shall have the meaning specified in the Recitals of this Agreement.

    
 

    


    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    


          “Confidential
Information” shall mean all nonpublic information disclosed by one party or its
agents (the “Disclosing Party”) to the other party or its agents (the “Receiving
Party”) that is designated as confidential or that, given the nature of the
information or the circumstances surrounding its disclosure, reasonably should
be considered as confidential. Confidential Information includes, without
limitation (i) nonpublic information relating to the Disclosing Party's
technology, customers, vendors, suppliers, business plans, intellectual
property, promotional and marketing activities, finances, agreements,
transactions, financial information and other business affairs, and (ii)
third-party information that the Disclosing Party is obligated to keep
confidential.

    


          Confidential
Information does not include any information that (i) is or becomes publicly
available without breach of this Agreement, (ii) can be shown by documentation
to have been known to the Receiving Party at the time of its receipt from the
Disclosing Party, (iii) is received from a third party who, to the knowledge of
the Receiving Party, did not acquire or disclose such information by a wrongful
or tortious act, or (iv) can be shown by documentation to have been
independently developed by the Receiving Party without reference to any
Confidential Information.

    


          “Consent”
shall mean any approval, consent, ratification, permission, waiver or
authorization (including any Governmental Authorization).

    


          “Disclosure
Schedule Update” shall have the meaning specified in Section 4.4 of the
Agreement.

    


          “Entity”
shall mean any corporation (including any non profit corporation), general
partnership, limited partnership, limited liability partnership, joint venture,
estate, trust, cooperative, foundation, society, political party, union, company
(including any limited liability company or joint stock company), firm or other
enterprise, association, organization or entity.

    


          “Environmental
Laws” shall mean any Law or other requirement relating to the protection of the
environment, health, or safety from the release or disposal of hazardous
materials.

     
 

          “Environmental
Permit” means all licenses, permits, authorizations, approvals, franchises and
rights required under any applicable Environmental Law or Order.

    


          “Equity
Security” shall mean any stock or similar security, including, without
limitation, securities containing equity features and securities containing
profit participation features, or any security convertible into or exchangeable
for, with or without consideration, any stock or similar security, or any
security carrying any warrant, right or option to subscribe to or purchase any
shares of capital stock, or any such warrant or right.

    


          “Exchange
Act” means the Securities Exchange Act of 1934, as amended.

    


          “Formation
Date” means the date in which Anytone International (H.K.) Co., Ltd. and
Shenzhen Anytone Technology Co., Ltd. were formed.

    


    


    


    


    


    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

    


     

    


          “GAAP”
shall mean Generally Accepted Accounting Principles, applied on a consistent
basis.

    


          “Governmental
Authorization” shall mean any:

    


                (a)
permit, license, certificate, franchise, concession, approval, consent,
ratification, permission, clearance, confirmation, endorsement, waiver,
certification, designation, rating, registration, qualification or authorization
that is issued, granted, given or otherwise made available by or under the
authority of any Governmental Body or pursuant to any Law; or

    


                (b)
right under any contract with any Governmental Body.

    


         “Governmental
Body” shall mean any:

    


                (a)
nation, principality, state, commonwealth, province, territory, county,
municipality, district or other jurisdiction of any nature;

    


                (b)
federal, state, local, municipal, foreign or other government;

    


                (c)
governmental or quasi-governmental authority of any nature (including any
governmental division, subdivision, department, agency, bureau, branch, office,
commission, council, board, instrumentality, officer, official, representative,
organization, unit, body or Entity and any court or other tribunal);
or

    


                (d)
individual, Entity or body exercising, or entitled to exercise, any executive,
legislative, judicial, administrative, regulatory, police, military or taxing
authority or power of any nature, including any court, arbitrator,
administrative agency or commissioner, or other governmental authority or
instrumentality.

    


          “Indebtedness”
shall mean any obligation, contingent or otherwise. Any obligation secured by a
Lien on, or payable out of the proceeds of, or production from, property of the
relevant party will be deemed to be Indebtedness.

    


          “Intellectual
Property” means all industrial and intellectual property, including, without
limitation, all U.S. and non-U.S. patents, patent applications, patent rights,
trademarks, trademark applications, common law trademarks, Internet domain
names, trade names, service marks, service mark applications, common law service
marks, and the goodwill associated therewith, copyrights, in both published and
unpublished works, whether registered or unregistered, copyright applications,
franchises, licenses, know-how, trade secrets, technical data, designs, customer
lists, confidential and proprietary information, processes and formulae, all
computer software programs or applications, layouts, inventions, development
tools and all documentation and media constituting, describing or relating to
the above, including manuals, memoranda, and records, whether such intellectual
property has been created, applied for or obtained anywhere throughout the
world.

    


    


    


    


    


    


    


    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

    
 

          “Knowledge.”
A corporation shall be deemed to have “knowledge” of a particular fact or matter
only if a director or officer of such corporation has, had or should have had
actual knowledge of such fact or matter.

    


          “Laws”
means, with respect to any Person, any U.S. or non-U.S. federal, national,
state, provincial, local, municipal, international, multinational or other law
(including common law), constitution, statute, code, ordinance, rule, regulation
or treaty applicable to such Person.

    


          “Lien”
shall mean any mortgage, pledge, security interest, encumbrance, lien or charge,
right of first refusal, encumbrance or other adverse claim or interest of any
kind, including, without limitation, any conditional sale or other title
retention agreement, any lease in the nature thereof and the filing of or
agreement to give any financing statement under the Uniform Commercial Code of
any jurisdiction and including any lien or charge arising by Law.

    


          “Material
Adverse Effect” means any change, effect or circumstance which, individually or
in the aggregate, would reasonably be expected to (a) have a material adverse
effect on the business, assets, financial condition or results of operations of
the affected party, in each case taken as a whole, or (b) materially impair the
ability of the affected party to perform its obligations under this Agreement
and the Transaction Agreements, excluding any change, effect or circumstance
resulting from (i) the announcement, pendency or consummation of the
transactions contemplated by this Agreement, (ii) changes in the United States
securities markets generally, or (iii) changes in general economic, currency
exchange rate, political or regulatory conditions in industries in which the
affected party operates.

    


          “Material
Contract” means any and all agreements, contracts, arrangements, understandings,
leases, commitments or otherwise, providing for potential payments by or to the
company in excess of US$10,000, and the amendments, supplements and
modifications thereto.

    


          “Order”
shall mean any award, decision, injunction, judgment, order, ruling, subpoena,
or verdict entered, issued, made, or rendered by any Governmental
Body.

    


          “Ordinary
Course of Business” shall mean an action taken by Anytone International or
Anytone if (i) such action is taken in normal operation, consistent with past
practices, (ii) such action is not required to be authorized by the
Shareholders, Board of Directors or any committee of the Board of the Directors
or other governing body of Anytone International or Anytone and (iii) does not
require any separate or special authorization or consent of any nature by any
Governmental Body or third party.

    


    


    


    


    


    


    


    


    


    


    


    


    


    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

    
 

          “Permitted
Liens” shall mean (a) Liens for Taxes not yet payable or in respect of which the
validity thereof is being contested in good faith by appropriate proceedings and
for the payment of which the relevant party has made adequate reserves; (b)
Liens in respect of pledges or deposits under workmen's compensation laws or
similar legislation, carriers, warehousemen, mechanics, laborers and material
men and similar Liens, if the obligations secured by such Liens are not then
delinquent or are being contested in good faith by appropriate proceedings
conducted and for the payment of which the relevant party has made adequate
reserves; and (c) statutory Liens incidental to the conduct of the business of
the relevant party which were not incurred in connection with the borrowing of
money or the obtaining of advances or credits and that do not in the aggregate
materially detract from the value of its property or materially impair the use
thereof in the operation of its business.

    


          “Person”
shall mean any individual, Entity or Governmental Body.

    


          “Pre-Closing
Period” shall mean the period commencing as of the date of the Agreement and
ending on the Closing Date.

    


          “Proceeding”
shall mean any action, suit, litigation, arbitration, proceeding (including any
civil, criminal, administrative, investigative or appellate proceeding and any
informal proceeding), prosecution, contest, hearing, inquiry, inquest, audit,
examination or investigation, commenced, brought, conducted or heard by or
before, or otherwise has involved, any Governmental Body or any arbitrator or
arbitration panel.

    


          “Representatives”
of a specified party shall mean officers, directors, employees, attorneys,
accountants, advisors and representatives of such party, including, without
limitation, all subsidiaries of such specified party, and all such Persons with
respect to such subsidiaries. The Related Persons of Anytone International or
Anytone shall be deemed to be “Representatives” of Anytone International or
Anytone, as applicable.

    


          “SEC”
shall mean the Securities and Exchange Commission.

    


          “Securities
Act” shall mean the Securities Act of 1933, as amended.

    


          “Taxes”
shall mean all foreign, federal, state or local taxes, charges, fees, levies,
imposts, duties and other assessments, as applicable, including, but not limited
to, any income, alternative minimum or add-on, estimated, gross income, gross
receipts, sales, use, transfer, transactions, intangibles, ad valorem,
value-added, franchise, registration, title, license, capital, paid-up capital,
profits, withholding, payroll, employment, unemployment, excise, severance,
stamp, occupation, premium, real property, recording, personal property, federal
highway use, commercial rent, environmental (including, but not limited to,
taxes under Section 59A of the Code) or windfall profit tax, custom, duty or
other tax, governmental fee or other like assessment or charge of any kind
whatsoever, together with any interest, penalties or additions to tax with
respect to any of the foregoing; and “Tax” means any of the foregoing
Taxes.

    


    


    


    


    


    


    


    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

    


    


    


    


    


          “Tax
Group” shall mean any federal, state, local or foreign consolidated, affiliated,
combined, unitary or other similar group of which Anytone International or
Anytone is now or was formerly a member.

    


          “Tax
Return” shall mean any return, declaration, report, claim for refund or credit,
information return, statement or other similar document filed with any
Governmental Body with respect to Taxes, including any schedule or attachment
thereto, and including any amendment thereof.

    


          “Transactional
Agreements” shall mean this Agreement and any other documents required for the
closing of the transactions contemplated hereby.

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

     

    


    SCHEDULE
1

    


    ANYTONE
INTERNATIONAL SHAREHOLDERS

     
 

    
      	
               

              Name and Address

            	
              Number of Shares of

              Anytone International

            	
              Number of Shares of

              NEW ENERGY SYSTEMS Group

            
	
              GoldRiver
      Industrial Holding Limited

              Room
      806, Decheng Building, No 20, Queens E. Blvd., Hong Kong,
      China

            	
               

              1,080,000

            	
               

              1,078,182

            
	
              Xiaohong
      Peng

              501,
      Building A, Lixin Village, Xuefu Rd., Nanshan District, Shenzhen City,
      Guangdong Province, China

            	
              648,000

            	
              646,909

            
	
              Ruizheng
      Cheng

              2C-502,
      Yude Juayuan, Nanshan District, Shenzhen City, Guangdong Province,
      China

            	
              684,000

            	
              682,848

            
	
              Siqiang
      Qiu

              No.
      246, Building 852, Guihuashu Village, Lushui Lake, Chibi City, Hubei
      Province, China

            	
              360,000

            	
              359,394

            
	
              Qiong
      Wang

              No.
      97, Heibei Blvd, Chimagang, Chibi City, Hubei Province,
    China

            	
              360,000

            	
              359,394

            
	
              Liang
      Lei

              505,
      No. 3, Keyuan N. Kingyu Rd., Nanshan District, Shenzhen City, Guangdong
      Province, China

            	
              360,000

            	
              359,394

            
	
              ChauYueh
      Jen

              Room
      303, Dongme Center, No. 45, Des Voeux Rd Central, Hong Kong,
      China

            	
              108,000

            	
              107,818

            
	
              Total

            	
              3,600,000

            	
              3,593,939

            


    

    


    


    


    ANYTONE
OWNERS

    


    


    
      	
              Name
      and address

            	
              %
      of Registered Capital

            	
              Registered
      Capital (RMB)

            	
              Registered
      Capital (USD)

            
	
              Dongrong
      Xu

              701,
      Building D, Lixin Village, Xuefu Rd., Nanshan District, Shenzhen City,
      Guangdong Province, China

            	
              85%

            	
              3,060,000

            	
              448,188

            
	
              Zaoxian
      Fang

              No.
      75-16, Continental Manor, Flower Lake, Huangshigang District, Huibei
      Province, China

            	
              15%

            	
              540,000

            	
              79,092

            
	
              Total

            	
              100%

            	
              3,600,000

            	
              527,280

            


    

    


     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
2

    


    ANYTONE
INTERNATIONAL AND ANYTONE DISCLOSURE SCHEDULE

    


     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    COUNTERPART
SIGNATURE PAGE

    


    SHARE
EXCHANGE AGREEMENT

    AMONG

    NEW
ENERGY SYSTEMS GROUP,

    ANYTONE
INTERNATIONAL (H.K.) CO., LTD

    SHENZHEN
ANYTONE TECHNOLOGY CO., LTD.

    AND THE
SHAREHOLDERS NAMED THEREIN

    


          A.
The undersigned shareholder of ANYTONE INTERNATIONAL (H.K.) CO., LTD (“Anytone
International”) desires to enter into the Share Exchange Agreement dated
November  , 2009 (the “Agreement”), among NEW ENERGY SYSTEMS GROUP,
Anytone International, Shenzhen Anytone TECHNOLOGY CO., LTD. (“Anytone”) and the
Shareholders of Anytone International named therein, a copy of which has been
delivered to the undersigned.

    


          B.
The undersigned hereby adopts, accepts and agrees to all of the terms and
provisions of the Agreement.

    


          C.
This Counterpart Signature Page has been executed by the undersigned
Shareholder. The parties to the Agreement are hereby authorized to attach this
Counterpart Signature Page to a copy of the Agreement, together with executed
Counterpart Signature Pages of the other Shareholders. The undersigned agrees
that when this Counterpart Signature Page has been appended to the Agreement,
the Agreement shall thereupon become a binding agreement between the
undersigned, NEWN, Anytone International, Anytone and other Shareholders who
have executed similar Counterpart Signature Pages, enforceable against the
undersigned in accordance with its terms, without further action by the
undersigned.

    


          IN
WITNESS WHEREOF, the undersigned has executed and delivered this Counterpart
Signature Page as of the _____ day of
November 2009.

    


                                            SHAREHOLDER:

    


                                            By:
______________________________

                                            Name:
____________________________

    


     

       Number of Shares
owned: ____________________________