Unassociated Document


    Exhibit
4(m)


     

    
 

     

    EQUITY
PURCHASE AGREEMENT

     

    


     

    between

    
 

     

    Aimhigh
Global Corp.

    TCC
STEEL

     

     

    and

     

     

    J&R
Holding Limited

     

    


     

    in
respect of

     

     

    Weihai
Aimhigh Electronic Co. Ltd.

    


     

    


     

    


     

    2008.3.17

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    TABLE
OF CONTENTS

    
      
        	
                1.

              	
                PARTIES

              	
                2

              
	 	 	 
	
                2.

              	
                INTERPRETATION

              	
                3

              
	 	 	 
	
                3.

              	
                EQUITY TRANSFER

              	
                5

              
	 	 	 
	
                4.

              	
                EQUITY PURCHASE PRICE, TIME AND FORM OF
      PAYMENT

              	
                6

              
	 	 	 
	
                5.

              	
                THE PARTIES' OBLIGATION

              	
                7

              
	 	 	 
	
                6.

              	
                REPRESENTATIONS, UNDERTAKINGS AND
      WARRANTIES

              	
                8

              
	 	 	 
	
                7.

              	
                CONFIDENTIALITY

              	
                14

              
	 	 	 
	
                8.

              	
                TAXATION

              	
                15

              
	 	 	 
	
                9.

              	
                TERMINATION

              	
                16

              
	 	 	 
	
                10.

              	
                LIABILITY FOR BREACH AND
      INDEMNIFICATION

              	
                16

              
	 	 	 
	
                11.

              	
                FORCE MAJEURE

              	
                17

              
	 	 	 
	
                12.

              	
                APPLICABLE LAWS AND DISPUTE
      RESOLUTION

              	
                18

              
	 	 	 
	
                13.

              	
                EFFECTIVENESS AND
    MISCELLANEOUS

              	
                18

              


      



     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


     

    WHEREAS: Weihai Aimhigh
Electronic Co. Ltd. (hereinafter referred to as "Aimhigh") is a foreign invested
enterprise duly incorporated and registered in Weihai, China in accordance with
the laws of China, which engages in producing and selling of electronic
appliances (e.g., transistors, etc), with registered capital of US$ 16,200,000
and paid in capital of US$ 14,200,000. Aimhigh's only shareholders are the
Aimhigh Global Corp. (hereinafter referred to as "Aimhigh Global") and TCC
STEEL, with 75.31% and 24.69% of shareholding, respectively;

     

    WHEREAS: J&R Holding
Limited is an exempted company duly incorporated and validly existing under the
laws of Bermuda with its registered office in Bermuda;

     

    WHEREAS: The Aimhigh Global
and TCC STEEL propose to transfer their entire equity holdings in Aimhigh to
J&R Holding Limited, and J&R Holding Limited agrees to purchase such
equities;

     

    J&R Holding
Limited, Aimhigh Global and TCC STEEL hereinafter are collectively referred to
as the "Parties" or individually referred to as the "Party"

     

    NOW THEREFORE, based on the
principles of fairness and mutual benefit, and after friendly consultation, the
Parties hereto conclude the following agreement in respect of the equity
transfer in accordance with the applicable laws and regulations of the People's
Republic of China (the "PRC").

     

    
      	
              1.  

            	
              PARTIES

            
	 	 


    

    
      	
              1.1  

            	
              Sellers

            


    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Seller I: Aimhigh
Global Corp.

     

    Address: KeunYoung
B/D 12F, 464-4 Samsan-Dong, Bupyoung-Gu 

    Incheon, 403-090,
Korea.

     

    Seller II: TCC
STEEL

     

    Address: DongYang
Tower 20F, 93, Dangsan-Dong 4 Ga, 

    Yeongdeungpo-Gu,
Seoul, 150-722, Korea.

     

    
      	
              1.2  

            	
              Buyer:

            
	 	 


    

    
      	
               
      

            	
              J&R
      Holding Limited

            
	 	
              Address:
      Canon's Court, 22 Victoria Street, 

              Hamilton HM12,
      Bermuda

            


    

    


    
      	
              2.  

            	
              INTERPRETATION

            


    

     

    Unless otherwise
provided herein, the definitions and rules of interpretation in this clause
apply in this agreement:

     

    
      	
              “Confidential
      Information”

            	
              means any
      confidential information disclosed, directly or indirectly, in writing,
      orally or by any other means by one party (the provider) to the other
      party (the receiver) for the purpose of concluding this agreement prior to
      the execution, or after the execution, including without limitation, all
      the materials with respect to the business operations, assets, financial
      conditions, business secrets, business opportunities,
  etc.

            


    

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              “Senior
      Management Personnel”

            	
              means senior
      staff of Aimhigh, including the chief executive officer, deputy executive
      officer, chief financial supervisor and any other person performing the
      same or similar functions.

            
	 	 
	
              "Affiliates"

            	
              means any
      enterprise controlled, directly or indirectly, by the controlling
      shareholder, actual controller, director, supervisor, senior manager of
      Aimhigh, or other enterprise or natural person who can cause the transfer
      of the equity interest of Aimhigh.

            
	 	 
	
              "Equity
      Purchase Price"

            	
              means,
      pursuant to this agreement, the price (US$ 7,000,000) which shall be paid
      by Buyer to Sellers.

            
	 	 
	
              "Examination
      and Approval Authorities"

            	
              means the
      Economic Development Bureau of the Weihai Eco-Tech Development
      Zone.

            
	 	 
	
              "Aimhigh"

            	
              means the
      Weihai Aimhigh Electronic Co. Ltd. established by Korea S.Tech (the
      predecessor of Aimhigh Global Corp.) in the Weihai Eco-Tech Development
      Zone on December 27, 2001. Its Enterprise Business License is
      371000400001162.

            


    

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	 	 
	
              "New
      Aimhigh"

            	
              means the new
      Aimhigh which obtained the approval of the Economic Development Bureau of
      the Weihai Eco-Tech Development Zone and a new Enterprise Business
      License.

            
	 	 
	
              "Serious
      Impact"

            	
              means any
      impact of an event which may cause any of the following results: (1) the
      accounting firm would issue a reservation to Aimhigh when auditing; (2)
      the accounting firm would make a provision equivalent to or exceeding US$
      10,000 when issuing the auditing report; or (3) cause a loss equivalent to
      or exceeding US$ 10,000 to Aimhigh or its shareholder during the course of
      business operation.

            
	 	 
	
              "Equity
      to Be Transferred"

            	
              means all of
      the equity holdings in Aimhigh held by
Sellers.

            


    

    


    
      	
              3.  

            	
              EQUITY
      TRANSFER

            
	 	 


    

    
      	
              3.1  

            	
              Sellers agree
      to sell and Buyer agrees to purchase 100% of the equities of Aimhigh, in
      which:

            


    

    


    Seller I will sell
75.31% of equities in Aimhigh to Buyer;

    
      Seller II will sell
24.69% of equities in Aimhigh to Buyer.

    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

     

    
      	
              4.  

            	
              EQUITY
      PURCHASE PRICE, TIME AND FORM OF PAYMENT

            
	 	 


    

    
      	
              4.1  

            	
              The Parties
      agree that, based on the net worth as prescribed in the audit report of
      Aimhigh produced by the accounting firm jointly appointed by the Parties,
      the Equity Purchase Price as provided hereof shall be seven million US
      dollars (US$ 7,000,000). In line with the actual investment proportion of
      each Seller in Aimhigh, Buyer shall pay US$ 5,028,169.01 of the Equity
      Purchase Price to Seller I and the balance, US$ 1,971,830.99, to Seller
      II.

            
	 	 


    

    
      	
              4.2  

            	
              Buyer agrees
      that, within 10 business days after obtaining an approval from the
      Economic Development Bureau of the Weihai Eco-Tech Development Zone and a
      new Legal Person Enterprise Business License, it shall pay three million
      US dollars (US$ 3,000,000) to Seller I , Seller I shall, in turn, use
      these funds to return any and all outstanding guarantee deposits
      previously provided by ASE Korea Inc. within 10 business days after
      receipt of the above mentioned payment. After ASE Korea Inc. confirms its
      receipt of this returned guarantee deposit amount, Buyer shall remit in
      full the respective outstanding balances of the Equity Purchase Price
      within 10 business days to seller I for the amount of US$2,028,169.01 and
      to Seller II for the amount of US$1,971,830.99 to the respective accounts
      designated by Seller I and Seller II.

            
	 	 


    

    
      	
              4.3  

            	
              Upon the issue
      date of the new Legal Person Enterprise Business License, the Sellers will
      no longer be entitled to execute their shareholder rights in Aimhigh; the
      Buyer shall be entitled to execute the shareholder's right in Aimhigh and
      shall assume the corresponding obligations in accordance with the laws and
      regulations of the PRC and the articles of association of the New
      Aimhigh.

            


    

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    

       

    

     

    
      	
              5.  

            	
              THE
      PARTIES' OBLIGATION

            
	 	 


    

    
      	
              5.1  

            	
              Save for the
      other obligations provided herein, Sellers I and Seller II shall be
      jointly and severally liable for completing the following
      items:

            
	 	 


    

    
      
        	
                
                

              	
                (1)

              	
                Assist in
      dealing with any and all work in connection with the government
      authorities and cooperate to submit all relevant documents, including but
      not limited to assisting Aimhigh in obtaining the reply to equity transfer
      application, recertifying the foreign invested enterprise approval
      certificate and the Legal Person Enterprise Business License, all
      registration matters relating to customs, taxation and foreign exchange,
      etc.;  

              
	 	 	 


      

    

    
      
        	
                
                

              	
                (2) 

              	
                During the
      transition period, which starts from the execution of this agreement and
      continues until the issuance of the Legal Person Enterprise Business
      License, normally and prudently operate Aimhigh (including the management
      and maintenance of all assets [including the clients' equipment and
      appliances deposited in Aimhigh]), not take any actions that would have a
      Serious Impact on Aimhigh's business operation and
    finances.

              


      

    

    


    
      	
              5.2  

            	
              Save for the
      otherwise obligation provided herein, Buyer shall bear the obligations
      regarding the following items:

            
	 	 


    

    
      
        	
                
                

              	
                (1) 

              	
                Pay the equity
      purchase price to Sellers according to the terms of this
      agreement;  

              


      

    

     

    
      	
              
              

            	
              (2) 

            	
              For the
      purpose of effecting the legal change of entity from Aimhigh to the New
      Aimhigh, submit all relevant documents, which shall be submitted by
      foreign investors, to the examination and approval
      authorities.  

            


    

     

    
       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

    
      	
              6.  

            	
              REPRESENTATIONS,
      UNDERTAKINGS AND WARRANTIES

            
	 	 


    

    
      	
              6.1  

            	
              Sellers hereby
      undertake as follows:

            
	 	 


    

    
      
        	
                
                

              	
                (1) 

              	
                Aimhigh is a
      legal person enterprise duly incorporated and validly existing under the
      laws and regulations of PRC and has obtained and validly holds all the
      necessary authorizations, approvals, permits for conducting its business
      operation, it has full power and right to execute and perform all manner
      of contracts or agreements relating to its business operation;  

              


      

       

    

    
      
        	
                
                

              	
                (2) 

              	
                The execution
      of this agreement and any relevant documents shall have obtained all
      necessary resolutions of the Sellers or any other lawful authorizations
      which shall be adopted, including without limitation, the approval
      resolution of the board of directors of the Sellers;  

              


      

       

    

    
      
        	
                
                

              	
                (3) 

              	
                The board of
      directors of Aimhigh has irrevocably and unconditionally ratified this
      agreement;  

              


      

       

    

    
      
        
          	
                	
                  (4) 

                	
                  Sellers
      lawfully hold all of the equity in Aimhigh, which shall be free from any
      pledge or any forms of guaranty, and not subject to any controversies,
      disputes, judicial preservation and enforcement measures;  

                


        

      

       

    

    
      
        	
                
                

              	
                (5) 

              	
                All the debts
      and contingent liabilities of Aimhigh, as well as any and all undertakings
      made to any third party other than the Buyer by Aimhigh, shall have been
      disclosed truly and completely to Buyer, should any debts, contingent
      liabilities or undertakings with Serious Impact not be disclosed to Buyer,
      Sellers shall be held liable for all damages; if Aimhigh or the New
      Aimhigh has prepaid such foregoing debt or liabilities, upon the
      instruction of Buyer, Sellers shall indemnify Aimhigh or the New Aimhigh,
      or Buyer directly as soon as reasonably practicable. It shall not be
      deemed as breach of this Article 6 herein if Sellers have provided the
      whole indemnity or compensation thereto;  

              


      

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      
         

      

       

    

    
      
        	
                
                

              	
                (6) 

              	
                Aimhigh shall
      lawfully own the proprietary right or use right of all the assets stated
      in the latest audited balance sheet, fixed asset list, intangible asset
      list (including the land use right and the intellectual propriety rights)
      or any other lists, and shall have obtained and hold all certificates with
      respect thereto. Except for those have been disclosed within the financial
      report, no mortgage, pledge, lien, etc. or any third party's right have
      been set up thereupon, and no seizure, detainment or freeze has been
      imposed thereupon by judicial authority or administrative agencies, or
      under such threat, and there is no suit, action, claim, arbitration,
      proceeding or investigation with Serious Impact pending or, threatened
      against, relating to or involving Aimhigh. Should the foregoing occur and
      cause any damage or loss to the asset of the Aimhigh or the New Aimhigh,
      Sellers shall indemnify Aimhigh or the New Aimhigh, or Buyer directly
      against such loss or damage as soon as reasonably practicable. It shall
      not be deemed as breach of this article if Sellers has provided the whole
      indemnity or compensation;  

              


      

       

      
        
          	
                  
                  

                	
                  (7) 

                	
                  No non-payment
      of wages, social welfare and insurance which has Serious Impact shall
      exist in Aimhigh; nor any penalty which has Serious Impact or such threat
      imposed by the labor management authority for any labor problem against
      Aimhigh.  Meanwhile, no labor suit, action, claim, proceeding or
      arbitration which has not been disclosed to Buyer as of the date of
      execution and which has Serious Impact, pending or threatened against,
      relating to or involving Aimhigh. Should the foregoing occur and cause any
      loss or damage to Aimhigh or the New Aimhigh, Sellers shall ensure that
      under the instruction of Buyer, indemnify Aimhigh or the New Aimhigh, or
      Buyer directly, against such loss or damage as soon as reasonably
      practicable. It shall not be deemed as breach of this Article 6 herein if
      Sellers have provided the whole indemnity or compensation
      thereto;  

                


        

         

      

       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

    

    
       

      
        
          
            
              	
                      
                      

                    	
                      (8) 

                    	
                      Ensure that
      all the exercise of intellectual property rights ("IPRs"), except those of
      which Aimhigh has the exclusive right, by Aimhigh now shall have been duly
      authorized and the authorization shall be still valid. If the
      authorization has expired or will expire within six months from the
      execution of this agreement, Sellers shall proactively procure the
      execution of any contract or agreement concerning the extension of
      exercising of the relevant IPRs. Sellers shall undertake that, under no
      circumstance, Aimhigh or the New Aimhigh will be not able to conduct
      business operation due to failure of exercising the relevant IPRs. Should
      the foregoing occur and cause any loss or damage to Aimhigh or the New
      Aimhigh, Sellers shall ensure that, under the instruction of Buyer,
      indemnify Aimhigh or the New Aimhigh, or Buyer directly, against such loss
      or damage promptly.  It shall not to be deemed as breach of this
      Article 6 herein if Sellers have provided the whole indemnity or
      compensation thereto; 

                    


            

             

          

        

      

      
        
          
            	
                    
                    

                  	
                    (9) 

                  	
                    As of the date
      of the execution of this agreement, there is no suit, action, claim,
      arbitration, proceeding or investigation with Serious Impact pending or,
      threatened against, relating to or involving Aimhigh, nor shall it be
      subject to any serious existing or potential administrative punishment or
      sanction with Serious Impact from PRC taxation authorities, Bureau for
      Industry and Commerce and labor protection authorities, etc. If the
      foregoing circumstances occur and Aimhigh or the New Aimhigh has paid any
      overdue fine, compensation or penalty therefore, Sellers shall indemnify
      Aimhigh or the New Aimhigh, or Buyer directly. It shall not be deemed as
      breach of this Article 6 herein if Sellers have provided the whole
      indemnity or compensation thereto;  

                  


          

           

        

      

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      
         

      

    

    
      
        	
                
                

              	
                (10) 

              	
                Ensure that
      Aimhigh shall not waive any credit or interest;  

              


      

       

    

    
      
        	
                
                

              	
                (11) 

              	
                All the
      materials and documents provided by Sellers to Buyer with respect to,
      including but not limited to the operation permit, operation
      qualification, business condition, information of managing officers and
      staff, financial status, shall be true and effective, and all the
      statements thereof shall be authentic without omission, the duplicates
      shall be identical with the original files;  

              


      

       

      
        
          	
                  
                  

                	
                  (12) 

                	
                  As of the
      execution of this agreement, where Sellers find any fact or event which
      may cause the representations, warranties or undertakings herein to become
      untrue, inaccurate, incomplete or misleading in any respect, it shall
      notify Buyer in writing within 3 business days after learning of such fact
      or event.  

                


        

         

      

      
        
          	
                  
                  

                	
                  (13) 

                	
                  During the
      transition period from the execution date of this agreement to the
      recertification of the Legal Person Enterprise Business License, Sellers
      undertake that, without the prior written agreement of Buyer, Aimhigh
      shall not be allowed to conduct the following activities:  

                


        

         

      

      
        
          	
                  
                  

                	
                  (a) 

                	
                  Sign any
      contract or agreement with a value exceeding US$ 10,000, including without
      limitation, any share purchase agreement, equity joint venture contract,
      cooperative joint venture contract, production and sales contract,
      guarantee contract, warranty contract, loan contract, lease contract,
      intellectual property rights transfer contract or licensing contract; or
      conduct any activity which may result in an undertaking or intent to sign
      the foregoing contract or agreement (including but not limited to overseas
      investment, capital increase, share transfer, share pledge or option,
      etc). Any and all contracts executed shall be delivered to Buyer by Seller
      and/or Aimhigh for archiving within 3 business days after
      execution.  

                


        

         

      

       

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

    

    
      
        	
                
                

              	
                (b) 

              	
                conduct any
      activities which may cause Serious Impact to the financial condition of
      the Aimhigh;  

              


      

       

      
        
          	
                  
                  

                	
                  (c) 

                	
                  revise the
      articles of association of the Aimhigh or other organizational
      documents;  

                


        

         

      

      
        
          
            	
                    
                    

                  	
                    (d) 

                  	
                    conduct any
      activities which may cause severe consequences to the daily management and
      operation of Aimhigh;  

                  


          

        

         

      

      
        
          	
                  
                  

                	
                  (e) 

                	
                  deliberately
      make insurance contracts out of date, or deliberately make any insurance
      contracts invalid or revocable;  

                


        

         

      

      
        
          	
                  
                  

                	
                  (f) 

                	
                  deliberately
      violate any important contractual obligations or laws and regulations,
      which may cause Serious Impact;  

                


        

         

      

      
        
          	
                  
                  

                	
                  (g) 

                	
                  change the
      Aimhigh’s current accounting and financial measures;  

                


        

         

      

      
        
          
            	
                    
                    

                  	
                    (h)

                  	
                    amend or
      revise the employment contracts of current senior management
      personnel;  

                  


          

           

        

      

      
        
          
            	
                    
                    

                  	
                    (i) 

                  	
                    entice senior
      management personnel and staff of Aimhigh to terminate their employment
      relationship; or,  

                  


          

           

        

      

      
        
          	
                  
                  

                	
                  (j)

                	
                  Declare and
      distribute dividends to any shareholder or persons who are not
      shareholders.  

                


        

         

      

      
        
          	
                  
                  

                	
                  (14) 

                	
                  During the
      ordinary course of the New Aimhigh's business operation, Sellers shall
      not:  

                


        

         

      

       

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

    

    
      
        	
                
                

              	
                (a) 

              	
                Without the
      prior written consent of Buyer, in order to engage in any business
      operation which shall compete with the business operation of the New
      Aimhigh, directly or indirectly, own, manage or control any other company,
      enterprise, institution or entity, or participate in shareholding,
      management or control of any other company, enterprise institution or
      entity;  

              


      

       

      
        
          	
                  
                  

                	
                  (b) 

                	
                  Employ or
      assist in employing the current or former employees of the New Aimhigh or
      any person who will be employed by the New Aimhigh, or engage in business
      operations jointly with such persons which shall compete with the New
      Aimhigh;  

                


        

         

      

      
        
          	
                  
                  

                	
                  (c) 

                	
                  Entice the
      senior managers or employees of the new Aimhigh to terminate the labor
      relationship with the New Aimhigh.  

                


        

         

      

      
        
          	
                  
                  

                	
                  (15) 

                	
                  In the event
      that the products produced and delivered to the warehouse by Aimhigh prior
      to execution of this agreement cause any loss or damage equivalent to or
      exceeding US$10,000 for each accident to Aimhigh or Buyer or the New
      Aimhigh, Sellers shall bear all the indemnity or compensation
      thereto.  

                


        

         

      

      
        	
                6.2  

              	
                Buyer hereby
      undertakes to Sellers as follows:

              
	 	 


      

      
        	
                
                

              	
                (1) 

              	
                Buyer is an
      exempted company duly incorporated and validly existing under the Bermuda
      laws and regulations and is in good standing;  

              


      

       

      
        
          	
                  
                  

                	
                  (2) 

                	
                  To pay the
      Equity Purchase Price to Sellers in accordance with this agreement;
      and,  

                


        

         

      

      
        
          	
                  
                  

                	
                  (3) 

                	
                  To observe and
      fully perform all the obligations herein.  

                


        

         

      

      
        	
                6.3  

              	
                The Parties
      hereby represent collaterally as
follows:

              


      

       

       

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

    

    
      	 	 


    

    
      	
              
              

            	
              (1) 

            	
              From the
      execution date of this agreement, the respective business operation,
      financial condition or financial prospect of the party shall not have any
      change which would cause any material adverse effect to: (a) any
      information or estimate provided to the other party prior to the
      execution; (b) the capacity for performing the obligations under this
      agreement of this party;  

            


    

     

    
      
        	
                
                

              	
                (2) 

              	
                Unless agreed
      by the other parties in writing, as of the execution date of this
      agreement, the Sellers shall not negotiate or execute any letter of
      intent, record, memorandum, contract or agreement with the same or similar
      content as provided herein with any person or entity who is not the party
      hereto or establish any investment cooperation relationship in any form
      with the same or similar content as provided herein.  

              


      

       

    

    
      	
              6.4  

            	
              Regardless of
      whether it is wilful or negligent, in the event that any undertaking,
      warranty or representation hereof of either party hereto is untrue in any
      material respect, it shall be deemed as a material breach of this
      agreement. The Party who makes such undertaking, warranty or
      representation shall be deemed as the breaching party and the other Party
      shall have right to terminate this agreement pursuant to the Article 9
      herein or require the breaching party to bear the liability as described
      in Article 10 herein.

            
	 	 


    

    
      	
              7.  

            	
              CONFIDENTIALITY

            


    

     

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    
      	 	 


    

    
      	
              7.1  

            	
              Unless
      otherwise provided for or required by the laws and regulations of the PRC,
      during the term of this agreement or subject to the Article 7.2 hereunder,
      the Parties and their respective affiliates shall not disclose, divulge,
      or discuss any confidential information obtained due to execution of this
      agreement to any third party. The Parties shall require and procure their
      employees or proxy to treat the abovementioned information as important as
      their own assets and confidential information, and also, undertake that
      they, their employees or proxy shall not use the abovementioned
      confidential information for any other purpose other than the performance
      of the obligations under this
agreement.

            


    

     

    
      	
              7.2  

            	
              The obligation
      as mentioned in Article 7.1 shall not apply to any of the following
      conditions:

            


    

     

    
      
        	
                
                

              	
                (1) 

              	
                Any
      information disclosed to the public without breaching this
      contract;  

              


      

       

    

    
      
        	
                
                

              	
                (2) 

              	
                Any
      information disclosed by the third party who is not a party
      hereto;  

              


      

       

    

    
      
        	
                
                

              	
                (3) 

              	
                Any
      information which has been disclosed by the Parties prior to the execution
      of this agreement  

              


      

       

    

    
      
        	
                
                

              	
                (4) 

              	
                Any
      information which is required to be disclosed pursuant to relevant laws,
      regulations and provisions of competent government authorities (including
      Bermuda and Korea).  

              


      

       

    

    
      
        	
                
                

              	
                (5) 

              	
                For the
      purpose of implementing this agreement, the Parties may, as necessary and
      appropriate, disclose certain confidential information to the directors,
      chief executive officer, deputy executive officer, chief financial
      supervisor, and legal counsel; provided that the Parties shall ensure that
      the abovementioned person or proxy shall observe the obligation of
      confidentiality provided herein.  

              


      

       

    

    
      	
              8.  

            	
              TAXATION

            


    

     

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    
      	 	 


    

    
      	
              8.1  

            	
              The taxation
      as mentioned herein means: (1) any and all current or pending taxes levied
      or imposed by the PRC taxation authorities; (2) any and all taxes levied
      additionally or repeatedly, no matter whether the foregoing arises due to
      the insufficiency of taxes which has been levied or withheld, or
      impropriety or unlawfulness of the given or enjoyed relief or exemption;
      (3) any and all fines, interests or other dues in connection with the
      taxes, including any and all litigation and arbitration fees, indemnity,
      losses, compensation, payment, costs and expenses, or any other relevant
      fees relating to taxes.

            


    

    
       

      
        	
                8.2  

              	
                All taxes
      arising due to the transfer of equity shall be borne respectively by the
      Parties in accordance with the relevant provisions as stipulated in the
      PRC laws, administrative regulations and sector rules or requirements of
      the government authority.

              
	 	 


      

      
        	
                8.3  

              	
                In the event
      that any tax or other relevant fees paid by the Buyer exceeds the scope as
      provided in the article 8.2 herein, the Sellers shall provide full
      compensation to the Buyer.

              
	 	 


      

      
        	
                9.  

              	
                TERMINATION

              
	 	 


      

      
        	
                9.1  

              	
                In the event
      that either Party hereof commits a breach of the obligations,
      representations, warranties and undertakings under this agreement which is
      not remedied within 60 business days, upon receipt of the notice of breach
      from the other Party, the non-breaching party shall have right to
      terminate this agreement after notifying the breaching party and other
      party in writing and require the breaching party to bear the liability for
      breach and claim for losses and damages caused thereto.

              
	 	 


      

      
        	
                10.  

              	
                LIABILITY
      FOR BREACH AND INDEMNIFICATION

              


      

       

    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    
      	 	 


    

    
      	
              10.1  

            	
              The Sellers
      shall be jointly and severally liable for any loss or damage suffered by
      the Buyer on account of a breach of the terms of this agreement by one or
      both of the Sellers. But when the Seller breaches the article 6.1 (1), 6.1
      (5)-6.1 (10), 6.1 (13) and 6.1 (15) hereof, if the event as mentioned in
      the foregoing articles occurred between the establishment date of Aimhigh
      and December 31, 2005, the Seller II shall be responsible for all the
      compensation, if such event occurred after January 1, 2006, the Seller I
      shall be responsible for all the
compensation.

            


    

     

    
      	
              10.2  

            	
              In the event
      that one or both of the Sellers defaults or commits the following conduct,
      the Buyer shall be compensated or indemnified for no less than 100% of the
      Equity Purchase Price:

            
	 	 


    

    
      
        	
                
                

              	
                (1) 

              	
                As of the
      execution date of this agreement, (a) the Seller I delays in performing or
      violating Article 6.1(6) herein; or (b) carry out similar cooperation as
      described hereof with any other person or entity who is not the party
      hereto;  

              


      

       

    

    
      
        	
                
                

              	
                (2) 

              	
                After
      recertification of the Legal Person Enterprise Business License, either
      Seller violates the article 6.1(7) herein.  

              


      

       

    

    
      	
              10.3

            	
              In the event
      that Buyer fails to pay the Equity Purchase Price within the time limit as
      stipulated in Article 4 hereof, it shall pay an aggregate penalty equal to
      0.1% of the total amount due and payable for each day overdue to
      Sellers.

            


    

     

    
      	
              10.4  

            	
              The liability
      for breach shall not be revoked due to the termination of this
      contract.

            
	 	 


    

    
      	
              11.  

            	
              FORCE
      MAJEURE

            


    

     

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    
       

    

     

    
      	 	 


    

    
      	
              11.1  

            	
              In the event
      that the occurrence of a Force Majeure event, such as earthquake, typhoon,
      flood, war or any other event which is unforeseeable, unavoidable and
      insurmountable and directly affects or impairs the performance of this
      agreement or causes the failure of performance of the agreed terms and
      conditions hereof, the Party who endures the Force Majeure event shall
      notify the other Party by facsimile or other reasonable method promptly,
      and shall provide the detailed information regarding the event and issue
      effective supporting documents with respect to failure of performance,
      partial failure of performance or the performance shall be delayed within
      15 days after the abovementioned notification. Such supporting documents
      shall be issued by the relevant notary public where the event occurred.
      The Parties shall negotiate on whether this agreement shall be revoked
      with reference to the impact on the performance of this agreement by the
      event. None of the Parties shall have the right to claim for damages
      caused by the Force Majeure event. Normal business risks, such as
      inflation, change of foreign exchange rate, etc., shall not be deemed as
      Force Majeure events.

            


    

    
       

      
        	
                12.  

              	
                APPLICABLE
      LAWS AND DISPUTE RESOLUTION

              
	 	 


      

      
        	
                12.1  

              	
                The execution,
      effectiveness, interpretation and performance of this contract shall be
      governed by the current applicable laws and regulations of the
      PRC.

              
	 	 


      

      
        	
                12.2  

              	
                Any disputes
      arising out of or in connection with this agreement shall be settled
      through friendly consultation by the Parties. Should no settlement be
      reached with respect thereto within 60 business days after notifying the
      other party in writing, any of the Parties may file a suit with the courts
      of the People’s Republic of China with competent jurisdiction where New
      Aimhigh is located.

              
	 	 


      

      
        	
                13.  

              	
                EFFECTIVENESS
      AND MISCELLANEOUS

              
	 	 


      

      
        	
                13.1  

              	
                This agreement
      shall be executed by the duly authorized representatives and its
      effectiveness shall be subject to the approval of the examination and
      approval authority.

              


      

      
        
          
             

            
              	
                      13.2  

                    	
                      The unstated
      items in this agreement can be arranged as supplements by both Parties.
      The supplements shall have the same binding effect as this
      agreement.

                    
	 	
                       

                    


            

            
              	
                      13.3  

                    	
                      This agreement
      shall be written in English and Chinese language, both of which shall have
      the same meaning and be authentic and equally valid. Should there be any
      discrepancy between these two versions, the Chinese version shall
      prevail.

                    


            

          

           

        

      

    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    
      	 	 


    

    
      	
              13.4  

            	
              This agreement
      (both the Chinese version and English version) shall have six originals
      with each Party holding one original, the New Aimhigh holding one original
      and the examination and approval authority holding two
      original.

            
	 	 


    

    
      	
              13.5  

            	
              The schedules
      attached hereto shall constitute an integral part of the agreement with
      the same effectiveness and
validity.

            


    

    


     

    
 

    IN WITNESS WHEREOF, the
Parties have caused this Agreement to be duly executed, as of 17 Mar
2008.

     

    (NO
CONTENT IN THIS PAGE)

     

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    (FOR
SIGNATURE ONLY, NO CONTENT IN THIS PAGE)

     

    
       

      
        	
                Aimhigh Global
      Corp.

              	 
	 	 
	 	 
	
                By:

              	  
      	
                 
      

              
	
                Legal
      representative (authorized person): /s/ Young Hon
      Oh

              
	 
	
                Title: 
      CEO

              	 
      


      

      

         

         

        
          	
                  TCC
      STEEL

                	 
      
	 	 
	 	 
	
                  By:

                	  
      	
                   

                
	
                  Legal
      representative (authorized person): /s/ Jun Won Sohn

                
	 
	
                  Title: 
      CEO

                	 
      


        

         

      

    

    


     

    
      	
              J&R
      Holding Limited

            	 
      
	 	 
	 	 
	
              By

            	 
      /s/ Joseph
      Tung	
               Name:

            
	 
	
              Title: 
      CFO

            	 
      


    

    
 

     

      20