##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-K







|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2008

OR



| ̈ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------

For the transition period from  to

Commission file number 000-02642





COGO GROUP, INC.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Maryland                                                       |  | 52-0466460                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



|                                                                                       |  |           
|-------------------------------------------------------------------------------------- |  | ----------
|Room 1001, Tower C, Skyworth Building High-Tech Industrial park Nanshan, Shenzhen, PRC |  | 518057    
|(Address of principal executive offices)                                               |  | (Zip Code)

Registrants telephone number, including area code: (86)-755-267-43210





Securities registered pursuant to Section 12(b) of the Act: $0.01 Common Stock

Securities registered pursuant to Section 12(g) of the Act: None





Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes   ̈    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange Act.    Yes   ̈    No  x

Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days.    Yes  x    No   ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer or a smaller reporting company. See definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈ |  | Accelerated filer         |  | x
|                        |  |   | 
|Non-accelerated filer   |  |  ̈ |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act).    Yes   ̈    No  x

The aggregate market value of the voting stock held by non-affiliates of the Registrant was $242,068,161 based on the reported last sale price of common stock on the Nasdaq Global Market on June 27, 2008.

The number of shares outstanding of the registrants common stock at $.001 par value as of March 9, 2009 was 35,633,886.

DOCUMENTS INCORPORATED BY REFERENCE

None.









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COGO GROUP, INC.

Annual Report on Form 10-K for the Year Ended December 31, 2008



|         |  |          |  |                                                                                                              |  |   
|-------- |  | -------- |  | ------------------------------------------------------------------------------------------------------------ |  | --
|PART I   |  |          |  |                                                                                                              |  | 3 
|         |  | ITEM 1.  |  | BUSINESS                                                                                                     |  | 3 
|         |  | ITEM 1A. |  | RISK FACTORS                                                                                                 |  | 10
|         |  | ITEM 1B. |  | UNRESOLVED STAFF COMMENTS                                                                                    |  | 24
|         |  | ITEM 2.  |  | PROPERTIES                                                                                                   |  | 24
|         |  | ITEM 3.  |  | LEGAL PROCEEDINGS                                                                                            |  | 24
|         |  | ITEM 4.  |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                          |  | 24
|PART II  |  |          |  |                                                                                                              |  | 25
|         |  | ITEM 5.  |  | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |  | 25
|         |  | ITEM 6.  |  | SELECTED FINANCIAL DATA                                                                                      |  | 26
|         |  | ITEM 7.  |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                        |  | 28
|         |  | ITEM 7A. |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                   |  | 45
|         |  | ITEM 8.  |  | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                                  |  | 46
|         |  | ITEM 9.  |  | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                         |  | 46
|         |  | ITEM 9A. |  | CONTROLS AND PROCEDURES                                                                                      |  | 46
|         |  | ITEM 9B. |  | OTHER INFORMATION                                                                                            |  | 47
|PART III |  |          |  |                                                                                                              |  | 47
|         |  | ITEM 10. |  | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                                       |  | 47
|         |  | ITEM 11. |  | EXECUTIVE COMPENSATION                                                                                       |  | 51
|         |  | ITEM 12. |  | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS               |  | 59
|         |  | ITEM 13. |  | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE                                    |  | 61
|         |  | ITEM 14. |  | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                                       |  | 62
|         |  |          | 
|PART IV  |  |          |  |                                                                                                              |  | 63
|         |  | ITEM 15. |  | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES                                                                   |  | 63



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FORWARD LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and
Section 21E of the Securities Exchange Act of 1934. These statements relate to future events or our future financial performance. We have attempted to identify forward-looking statements by terminology including anticipates,
believes, expects, can, continue, could, estimates, expects, intends, may, plans, potential, predict,
should or will or the negative of these terms or other comparable terminology. These statements are only predictions. Uncertainties and other factors, including the risks outlined under Risk Factors contained in Item 1A
of this Form 10-K, may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels or activity, performance or achievements expressed or implied by these forward-looking
statements.

A variety of factors, some of which are outside our control, may cause our operating results to fluctuate significantly. They
include:



| |  |  | the availability and cost of products from our suppliers incorporated into our customized module design solutions;
| | - |  | ------------------------------------------------------------------------------------------------------------------



| |  |  | changes in end-user demand for the products manufactured and sold by our customers;
| | - |  | -----------------------------------------------------------------------------------



| |  |  | general and cyclical economic and business conditions, domestic or foreign, and, in particular, those in Chinas mobile handset, telecommunications equipment
and digital media industries;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the rate of introduction of new products by our customers;
| | - |  | ----------------------------------------------------------



| |  |  | the rate of introduction of enabling technologies by our suppliers;
| | - |  | -------------------------------------------------------------------



| |  |  | changes in our pricing policies or the pricing policies of our competitors or suppliers;
| | - |  | ----------------------------------------------------------------------------------------



| |  |  | our ability to compete effectively with our current and future competitors;
| | - |  | ---------------------------------------------------------------------------



| |  |  | our ability to manage our growth effectively, including possible growth through acquisitions;
| | - |  | ---------------------------------------------------------------------------------------------



| |  |  | our ability to enter into and renew key corporate and strategic relationships with our customers and suppliers;
| | - |  | ---------------------------------------------------------------------------------------------------------------



| |  |  | our implementation of share-based compensation plans;
| | - |  | -----------------------------------------------------



| |  |  | changes in the favorable tax incentives enjoyed by our Peoples Republic of China (PRC) operating companies;
| | - |  | --------------------------------------------------------------------------------------------------------------



| |  |  | foreign currency exchange rates fluctuations;
| | - |  | ---------------------------------------------



| |  |  | adverse changes in the securities markets; and
| | - |  | ----------------------------------------------



| |  |  | legislative or regulatory changes in China.
| | - |  | -------------------------------------------

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Our expectations are as of the date this Form 10-K is
filed, and we do not intend to update any of the forward-looking statements after the filing date to conform these statements to actual results, unless required by law.

We file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and proxy and information statements and amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d)
of the Securities Exchange Act of 1934,



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as amended. You may read and copy these materials at the SECs Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain
information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding us
and other companies that file materials with the SEC electronically. You may also obtain copies of reports filed with the SEC, free of charge, via a link included on our website at http://www.comtech.com.cn.



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PART I



|ITEM 1. | BUSINESS
|------- | --------

Company Overview

We provide customized module design solutions for a diverse set of applications and end markets, serving as a gateway for our technology component
suppliers to access leading electronics manufacturers in China. Our customized module design solutions allow our customers to take advantage of technology components from reputable suppliers in an efficient and cost-effective manner, effectively
reducing their time-to-market and lowering their overall costs. Our close collaboration with our customers product development teams provides us with a unique understanding of their needs, enabling us to customize our suppliers
technology components with module designs that meet our customers needs. In addition, in 2006 and 2007 we began offering technology and engineering, and software design services, respectively.

We are focused on the mobile handset, telecommunications equipment, industrial business and digital media end-markets in China. In the mobile handset
end-market, we provide module solutions for functionalities such as LCD, camera, power supply and bluetooth; in the telecommunications equipment end-market, we provide solutions for public switched telephone network, or PSTN, switching, optical
transmitters, electrical signal processing and optical signal amplification; in the industrial business end-market, which commenced since the beginning of 2008, we provide industrial solutions for the green energy and auto-electronics sectors; and
in the digital media end-market, we provide solutions for digital set-top boxes and GPS applications. Over the course of our operating history, we have worked with over 1,200 customers, including many of the most established manufacturers in the
mobile handset, telecommunications equipment and digital media end-markets in China such as ZTE, Huawei and Lenovo. In addition to these original equipment manufacturers, or OEMs, our other customers include industry participants that support these
OEMs, such as subsystem designers and contract manufacturers. In developing customized module design solutions for use in our customers products, we collaborate closely with over 30 suppliers of technology components, including many large
multinational companies such as Broadcom, JDS Uniphase, Matsushita and Foxconn. In addition, in October 2006 we became one of the first China-based companies to license software technology and have access to selected source codes relating to digital
media directly from Microsoft.

Based on the customers specific requirements, we will propose a customized module reference design,
which usually incorporates technology components from our suppliers. If the customer accepts our module reference design, it will generally agree to purchase specific components contained in our proposed design from us. However, our customers and
their third-party contract manufacturers are responsible for the manufacture and assembly of the customized module based on our designs. Our business model is based on generating recurring revenue by reselling specific components required in our
module reference designs. The difference between the purchase price we pay our suppliers for these components and our sales price to our customers for these components compensates us for our design, technical support and distribution services.

We continue to explore and identify new end-markets where we can leverage both our design and engineering expertise. For example, in 2007
we acquired Keen Awards Limited, a company engaged in the business of technology components sales and providing design and engineering service for integrated display technology solutions. In 2008, we acquired a 70% equity interest in Long Rise
Holdings Limited and its subsidiary, which are engaged in the provision of design and distribution of mobile phone modules.

From 2006 to
2008, our net revenue grew from RMB1,323.6 million to RMB1,959.5 million ($287.2 million), representing a compound annual growth rate, or CAGR, of 21.7%, and our net income decreased from RMB123.3 million to RMB95.9 million ($14.1 million)
during the same period, representing a negative CAGR of 11.8%. This resulted from the difficult market environment in our mobile handset business since the third quarter of 2008 in which we strategically lowered our pricing in order to grow our
business in a slowing economic environment.



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Competitive Strengths

We believe that our customized module design solutions allow our customers to more effectively utilize our suppliers enabling technology components, which in turn allows them to better compete in their targeted
end-markets. We believe our competitive strengths include:

Broad and diversified customer base and deep customer relationships. Our
broad and diversified customer base includes many major domestic mobile handset, telecommunications equipment, industrial business and digital consumer electronics manufacturers in China and many of their supporting subsystem suppliers. Being a
customized module design solution provider to our customers requires a time-consuming and difficult procurement qualification process, which we believe serves as a significant barrier to entry for other participants. We believe that these close
customer relationships, together with our continued qualified solution provider status, facilitate better understanding of our customers time-to-market, technology and cost requirements. These relationships also present new business
opportunities by enabling us to identify and capture additional revenue streams from our customers new growth areas.

Differentiated business model. We facilitate our customers use of technology components in their end-products, thus reducing both their time-to-market and overall costs. As we focus on providing solutions to meet our
customers specific requirements, we believe that we are less vulnerable to risks associated with the development and adoption of new and unproven technology. We do not directly charge a design fee for our customized module solutions. Instead,
we are compensated by a markup on the components recommended in our design solution, which is determined principally by the extent of the design work we provide.

Accumulated design solutions expertise.Over the years, we have developed an extensive portfolio of design solutions we can leverage to accommodate the needs of new clients or existing clients with changed
needs. As such, we are able to achieve significant design cost efficiencies by reducing the need to invest the time or resources associated with designing a new solution. In addition, our engineers have also accumulated a significant amount of
design and engineering expertise from working with various clients from our extensive customer base.

Strong relationships with enabling
technology components suppliers. We work closely with more than 30 technology components suppliers, including major global components suppliers such as Broadcom, JDS Uniphase, Matsushita and Foxconn. In addition to facilitating the customization
of their technology components, our suppliers often rely on us as a means of penetrating new China-based electronics manufacturers via our existing domestic relationships.

Strategy

We intend to strengthen our position as a technology solution provider for customers in
Chinas mobile handset, telecommunications equipment, industrial business and digital media end-markets.

Leverage our strong
customer relationships into new opportunities. We intend to drive future revenue growth and profitability by continuing to leverage our strong customer relationships and expanding the solutions we offer to them. For example, our relationship
with Huawei began in 1995 when we provided design solutions for Huaweis core telecommunications equipment business. When Huawei expanded into the 3G mobile phone business, we began providing solutions for this business in 2006. Similarly, as
Huaweis demand for engineering services within its telecommunications equipment business increased, we began offering services to facilitate the deployment of Huaweis products in China as well as abroad. Growing with our clients will
enable us to enter new end-markets and expand geographic presence.

Strengthen our design and development capabilities. To meet the
changing needs of our customers, which include increasingly shorter product life cycles, we intend to continue to improve and strengthen our in-depth and diversified solution development and design capabilities. We plan to continue investing
resources to maintain the most experienced and skilled design team to preserve



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competitiveness within a frequently changing and challenging industry landscape. We expect to continue to incur additional research and development expenses,
through hiring additional engineering personnel to develop new solutions and expanding our intellectual property and technological capabilities to meet the needs of our customers that have expanded into or are expected to expand into different
end-markets, such as digital media and industrial business.

Enhance our competitiveness in new product areas through strategic
alliances.We intend to broaden our product offerings by leveraging our existing design and engineering expertise as well as selectively entering into strategic alliances with third parties to complement our existing capabilities. For example,
we entered into a collaborative arrangement with Microsoft whereby we will have the ability to license next generation software technology from Microsofts IP Ventures program and use Microsofts source codes to develop design solutions
across a variety of digital media applications. We believe this collaborative arrangement will enhance our competitiveness in design solutions for digital media initiatives, targeting various end-markets including the digital set top-box, GPS, game
console, smartphone and portable media player markets. We intend to continue collaborating with third parties in ways that will enhance our competitiveness.

Make strategic investments and acquisitions. We intend to grow and expand our business by making strategic investments in and acquiring businesses complementary to ours that will enable us to expand the
solutions we offer to our existing target customer base, and that will provide opportunities to expand into new markets. In particular, we plan to pursue opportunities where we expect to generate additional near-term revenue or expand our long-term
growth opportunities by expanding our customer base or target end-markets. For example, in 2007 we acquired Keen Awards Limited, a company engaged in the business of technology component sales and providing design and engineering service for
integrated display technology solutions. In 2008, we acquired a 70% equity interest in Long Rise Holdings Limited and its subsidiary, which are engaged in the provision of design and distribution of mobile phone modules.

Products and Technology

We provide customization of
our suppliers technology components with module designs to suit each of our customers specific needs. Our customized module design solutions include:



|                        |  |                                       |  |                               |  |                                           
|----------------------- |  | ------------------------------------- |  | ----------------------------- |  | ------------------------------------------
|Mobile Handsets Modules |  | Telecommunications Equipment Modules  |  | Industrial Business Solutions |  | Digital Media Modules                     
|LCD                     |  | Fixed line telecommunications network |  | Green energy                  |  | Digital set-top box                       
|                        |  |                                       | 
|Camera                  |  | Data communications                   |  | Auto-electronics              |  | GPS                                       
|                        |  |                                       | 
|Persistent storage      |  | Optical transmission                  |  |                               |  | Multimedia module in portable media player
|                        |  |                                       | 
|Input / output          |  | Wireless base-station                 |  |                               |  | Multimedia module in home entertainment   
|                        |  |                                       | 
|Sound system            |  |                                       |  |                               |  |                                           
|                        |  |                                       | 
|Power supplies          |  |                                       |  |                               |  |                                           
|                        |  |                                       | 
|Bluetooth               |  |                                       |  |                               |  |                                           
|                        |  |                                       | 
|Multimedia              |  |                                       |  |                               |  |                                           

The following table sets forth the revenue contribution from our mobile handset,
telecommunications equipment, industrial business and digital media/other services end-markets during 2006, 2007 and 2008.



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|                             |  |       |   |  |       |   |  |       |  
|---------------------------- |  | ----- | - |  | ----- | - |  | ----- | -
|Market                       |  | 2006  |   |  | 2007  |   |  | 2008  |  
|Mobile handset               |  | 39.7  | % |  | 40.4  | % |  | 35.2  | %
|Telecommunications equipment |  | 34.4  | % |  | 30.5  | % |  | 28.8  | %
|Industrial business          |  |      |   |  |      |   |  | 4.5   | %
|Digital media and others     |  | 21.8  | % |  | 25.0  | % |  | 30.1  | %
|Engineering services         |  | 4.1   | % |  | 4.1   | % |  | 1.4   | %
|Total                        |  | 100.0 | % |  | 100.0 | % |  | 100.0 | %

Our research and development (R&D) unit has always been a driving component in our
business and remains crucial in providing the best design solutions for our customers. We have a team of approximately 252 highly qualified design and application engineering specialists and other technical employees engaged in R&D related
activities to develop new customized module solutions targeted at the wireless handset, telecommunications equipment, industrial business and digital media industries. For 2008, we invested RMB46.6 million ($6.8 million) for R&D purposes and
will continue to devote significant resources to supporting and enhancing the depth and capabilities of our R&D unit.

Customers

Our broad and diversified customer base includes many of the major domestic mobile handset, telecommunications equipment and digital consumer electronics
manufacturers in China. In addition, our customers include industry participants supporting these OEMs, such as subsystem designers and contract manufacturers in China, as well as international manufacturers who have begun to manufacture
end-products in China for the domestic and international market. Our three largest customers in the mobile handset market in terms of 2008 net revenue was ZTE, both a large domestic mobile handset manufacturer and one of the largest
telecommunications equipment manufacturers in China, TCL and Beijing Tianyu Communication Equipment. Our two largest customers from the telecommunications equipment industry in terms of 2008 net revenue were ZTE and Wuhan Research Institute of
Post & Telecommunications, a major telecommunications equipment manufacturer in China. Our largest customer in the digital media end-market in terms of 2008 net revenue was T&W Electronics, a major broadband terminal equipment and
digital consumer electronic provider in China. During 2008, ZTE, T&W Electronics and Wuhan Research Institute of Post & Telecommunications, Beijing Tianyu Communication Equipment and TCL, accounted for 11.6%, 10.2%, 5.3%, 3.5% and 3.2%
of our net revenue, respectively.

As of December 31, 2008, our major customers by end-market were as follows:



| |  |  | Mobile Handset ManufacturersTCL, Beijing Tianyu Communication Equipment, Lenovo and ZTE.
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | Telecommunications Equipment ManufacturersHuawei, ZTE and Wuhan Research Institute of Post & Telecommunications
| | - |  | ----------------------------------------------------------------------------------------------------------------



| |  |  | Digital MediaT&W Electronics and Young Poong Electronics.
| | - |  | ----------------------------------------------------------



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In 2006, 2007 and 2008, our top 10 customers to whom we sold directly, including several contract
manufacturers used by some of our major end-market customers, were as follows:



|                                                      |  |             |  |                            |  |             |  |                            |  |             |  |                           
|----------------------------------------------------- |  | ----------- |  | -------------------------- |  | ----------- |  | -------------------------- |  | ----------- |  | --------------------------
|                                                      |  | 2008        |  | 2007                       |  | 2006       
|Customer Name                                         |  | Net Revenue |  | Percentageof NetRevenue(%) |  | Net Revenue |  | Percentageof NetRevenue(%) |  | Net Revenue |  | Percentageof NetRevenue(%)
|(in millions, except for percentages)                
|ZTE                                                   |  | RMB227.7    |  | 11.6                       |  | RMB264.5    |  | 15.9                       |  | RMB113.9    |  | 8.6                       
|T&W Electronics                                       |  | 198.8       |  | 10.2                       |  | 169.5       |  | 10.2                       |  | 210.7       |  | 15.9                      
|Wuhan Research Institute of Post & Telecommunications |  | 103.2       |  | 5.3                        |  | 84.3        |  | 5.1                        |  | 74.4        |  | 5.6                       
|Beijing Tianyu Communication Equipment                |  | 69.4        |  | 3.5                        |  | *           |  | *                          |  | *           |  | *                         
|TCL                                                   |  | 63.1        |  | 3.2                        |  | 39.2        |  | 2.4                        |  | *           |  | *                         
|Young Poong Electronics                               |  | 50.4        |  | 2.6                        |  | 67.6        |  | 4.1                        |  | 45.4        |  | 3.4                       
|COSHIP                                                |  | 48.0        |  | 2.5                        |  | *           |  | *                          |  | *           |  | *                         
|Accelink Technologies                                 |  | 33.7        |  | 1.7                        |  | 49.5        |  | 3.0                        |  | 41.3        |  | 3.1                       
|Malata Group                                          |  | 30.1        |  | 1.5                        |  | *           |  | *                          |  | *           |  | *                         
|Wuhan Fiberhome International Technologies            |  | 28.4        |  | 1.5                        |  | *           |  | *                          |  | *           |  | *                         
|Huawei                                                |  | *           |  | *                          |  | 60.6        |  | 3.6                        |  | 90.9        |  | 6.9                       
|Wuxi Zhongxing Optoelectronics                        |  | *           |  | *                          |  | 48.8        |  | 2.9                        |  | 81.8        |  | 6.2                       
|Oukexin Electronics                                   |  | *           |  | *                          |  | 39.1        |  | 2.3                        |  | *           |  | *                         
|Soye Instrument                                       |  | *           |  | *                          |  | 36.6        |  | 2.2                        |  | *           |  | *                         
|ATI                                                   |  | *           |  | *                          |  | *           |  | *                          |  | 53.7        |  | 4.1                       
|Sichuan Jiuzhou Electronics                           |  | *           |  | *                          |  | *           |  | *                          |  | 44.2        |  | 3.3                       
|Starnet Digital Technology                            |  | *           |  | *                          |  | *           |  | *                          |  | 42.4        |  | 3.2                       
|Total                                                 |  | 852.8       |  | 43.6                       |  | 859.7       |  | 51.7                       |  | 798.7       |  | 60.3                      



|* | Not a top 10 customer in the respective year.
|- | ---------------------------------------------

The value
of our technology solutions can be illustrated by specific examples of how we have worked closely with our customers and suppliers in leveraging our competitive position and unique business model to solidify and extend our existing business, as well
as identify and capture new opportunities:

Growing with our customers. We have been a provider of customized module design solutions
to many of our major customers for a significant portion of our operating history, often developing multi-level relationships with the various customer groups with whom we work. For example, we first became a solutions provider to Huawei in 1995
when Huawei had several hundred employees, compared to tens of thousands of employees at the end of 2008. As Chinas telecommunications market has grown, so has Huaweis



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telecommunications equipment business and the demand for our module design solutions customized specifically for application within Huaweis products.
In 2006, we also began providing customized 3G cell phone modules to Huawei, as well as engineering services to Huawei.

Applying our
customized module design capabilities to new end-markets. We have leveraged our customized module design capabilities and our deep, multi-level customer relationships to follow our customers into new end-markets. Since 1995, we have been a
provider of customized module design solutions for telecommunications equipment to ZTE, one of the largest telecommunications equipment manufacturers in China. ZTE first sought to enter the mobile handset market in China in 2000. Based on our
working history with ZTE on telecommunications equipment solutions and on our proven design capabilities, ZTE selected us as a provider of customized module design solutions for their mobile handsets in 2000. Our total net revenue from ZTE was
RMB227.7 million ($33.4 million) in 2008.

Suppliers

We develop our customized module design solutions based on technology components provided by key technology and other suppliers in our target end-markets. We work with a select list of more than 30 key suppliers,
including:



|                                   |  |                                                            
|---------------------------------- |  | -----------------------------------------------------------
|Supplier Name                      |  | Product                                                    
|Broadcom                           |  | Various products including integrated circuit and Bluetooth
|                                   | 
|JDS Uniphase                       |  | Optoelectronic components                                  
|                                   | 
|Matsushita                         |  | Switches, connectors, relay                                
|                                   | 
|Foxconn                            |  | LCD display                                                
|                                   | 
|M-Systems Flash Disk Pioneers Ltd. |  | Flash memory                                               
|                                   | 
|Sambu Communics Co., Ltd.          |  | Speakers                                                   

In 2006, 2007 and 2008, based on cost, our major suppliers from whom we purchase components sold
to our customers were as follows:



|              |  |                                |  |                                |  |                               
|------------- |  | ------------------------------ |  | ------------------------------ |  | ------------------------------
|              |  | 2008                           |  | 2007                           |  | 2006                          
|Supplier Name |  | Percentage ofCost of sales (%) |  | Percentage ofCost of sales (%) |  | Percentage ofCost of sales (%)
|Broadcom      |  | 31.7                           |  | 28.6                           |  | 34.9                          
|Foxconn       |  | 12.6                           |  | *                              |  | *                             
|Matsushita    |  | 7.5                            |  | 10.0                           |  | 15.7                          
|JDS Uniphase  |  | 5.1                            |  | 9.1                            |  | 16.5                          



|* | Not a significant supplier in the respective year.
|- | --------------------------------------------------

We
have established long-standing relationships with our key suppliers. For example, we have worked with Matsushita since our inception in 1995. While we depend on our key suppliers, we believe that we can find alternate suppliers within a reasonable
amount of time without significantly altering our proposed solutions. For further information concerning our reliance on Broadcom, Matsushita and other key suppliers, see Risk factorsReliance on our suppliers, with whom we often do not
have long-term supply agreements, makes us vulnerable to the loss of one or more key suppliers or the delivery capabilities of our suppliers.



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Development of collaborative relationships with key component suppliers. We have expanded our
business by collaborating with our key component suppliers and incorporating our suppliers technology components into our module reference designs to provide customized solutions for different OEM customers. For example, demand for flash
memory integrated circuits has increased as the need for high volume storage has grown rapidly due to the more advanced data services offered over wireless networks onto mobile handsets. We developed a storage module by incorporating our
suppliers flash memory products, customizable for each customer according to their varying design criteria. Through this approach, we were able to customize each module to provide optimal functionality to a variety of OEM customers. Our
ability to bring this solution to each of these OEM customers:



| |  |  | allow our customers to optimize their mobile handsets by incorporating flash memory technology in a fast and cost-efficient fashion;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| |  |  | allow this supplier to penetrate the China market and specific OEM customers, without having to design and manufacture separate flash memory products; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | reinforce and broaden our relationship with this key component supplier.
| | - |  | ------------------------------------------------------------------------

Sales and Marketing

We generate sales of our customized module design solutions through our direct
sales force, consisting of approximately 175 sales directors, account managers and sales support staff as at December 31, 2008. Our sales directors are responsible for establishing sales strategy and setting objectives for specific customer
accounts. Each account manager is dedicated to a specific customer account and is responsible for the day-to-day management of that customer relationship. Account managers work closely with customers and, in many cases, provide on-site support.
Account managers often attend our customers internal meetings related to production, engineering design and quality assurance to ensure that our customers expectations are appropriately interpreted and communicated to our operations
group, and ultimately met or exceeded throughout the design process. Account managers also work with our customers to identify and meet their cost and design-to-delivery cycle time objectives.

Our new business development account managers initiate and maintain long-term, multi-level relationships with customer accounts and work closely with
customers on new business opportunities throughout the design-to-delivery cycle.

Competition

We believe that the principal competitive factors affecting the markets for our customized module design solutions and engineering services include:



| |  |  | understanding our customers time-to-market, technology and cost requirements;
| | - |  | ------------------------------------------------------------------------------



| |  |  | access to technology providers;
| | - |  | -------------------------------



| |  |  | pricing and efficiency;
| | - |  | -----------------------



| |  |  | design capabilities;
| | - |  | --------------------



| |  |  | customer relationships; and
| | - |  | ---------------------------



| |  |  | technical support.
| | - |  | ------------------

We believe that
we compare favorably with respect to each of these criteria. In addition, while we do not believe that there are any direct competitors of any meaningful size that operate using the same business model as ours, we face indirect competition from the
following:

Other technology component suppliers. For each project, we work with suppliers to compete against other technology
component suppliers. Consequently, we indirectly compete against our suppliers competitors. For example, by working with JDS Uniphase, we compete indirectly against companies such as Avanex and Bookham in supplying optical transmission module
designs.



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Component manufacturers and distributors. We compete indirectly with component manufacturers such
as Epcos, and component distributors such as Arrow Electronics, Inc. and Avnet, Inc., which may seek to expand their product/service offerings to include customized module design solutions. We believe that these large component manufacturers and
distributors have not historically engaged in customized module design, and therefore we believe that it is not one of their core competencies.

We may also face indirect competition from customers and suppliers. Currently many of our customers and suppliers do not focus on customized module design. If our customers or suppliers decide to devote more time and resources to in-house
module design, the demand for our solutions may decline. In addition, our customers may change their procurement strategy or decide to rely on us primarily for component delivery and not for integration or design work. Similarly, component suppliers
may also seek to offer their component products or modules incorporating key components from our solutions directly to our customers.

Intellectual
Property

We currently have five issued utility patents relating to our lightning surge protection for network products and a
ceramic-to-steel adhesive application and a patent on algorism for quality of services, or QoS, relating to our digital media application. Historically, we have derived a small percentage of our net revenue from our proprietary products.

Employees

As of December 31, 2008, we had
approximately 527 employees, 252 in research and development, 175 in sales and marketing and 100 in administrative positions.

We make
contributions for all of our employees in the PRC to retirement benefits based on their salaries and length of service upon retirement in accordance with a PRC government-managed retirement plan. The mandatory insurance schemes in Shenzhen, PRC
includes a pension scheme, medical insurance, work-related insurance and unemployment insurance. The PRC government is directly responsible for the payments of benefits to these retired employees. We are required to make contributions to the
government-managed retirement plan at specified rates of the salaries, bonuses and certain allowances of our employees, up to a maximum amount specified by the local government from time to time.

Our future success will depend, in part, on our ability to continue to attract, retain and motivate highly qualified technical, marketing and management
personnel, for whom competition is intense. Our employees are not covered by any collective bargaining agreement and we have never experienced a work stoppage. We believe we enjoy good relations with our employees.



|ITEM 1A. | RISK FACTORS
|-------- | ------------

In addition to the other
information in this Form 10-K, readers should carefully consider the following important factors. These factors, among others, in some cases have affected, and in the future could affect, our financial condition and results of operations and could
cause our future results to differ materially from those expressed or implied in any forward-looking statements that appear in this on Form 10-K or that we have made or will make elsewhere.



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Risks Related to Our Business

Our operating results fluctuate from quarter to quarter.

Our quarterly revenue, income and other operating results
have fluctuated in the past and may fluctuate significantly in the future due to a number of factors, including the following:



| |  |  | the ability of our suppliers to meet our supply requirements;
| | - |  | -------------------------------------------------------------



| |  |  | the cancellation of large orders;
| | - |  | ---------------------------------



| |  |  | competitive pressures;
| | - |  | ----------------------



| |  |  | the time required for research and development;
| | - |  | -----------------------------------------------



| |  |  | changing design requirements resulting from rapid technology shifts; and
| | - |  | ------------------------------------------------------------------------



| |  |  | industry trends impacting the overall market for our customers end-products.
| | - |  | -----------------------------------------------------------------------------

As a result of these and other factors, our results of operations may vary on a quarterly basis and net revenue may be adversely affected from period to
period. Our results of operations for a particular quarter may not be indicative of our future performance. If our operating results in a quarter fall below our expectations or the expectations of market analysts or investors, the price of our
common stock is likely to decrease.

Our operating results are substantially dependent on development of new customized module design solutions.

We may be unable to develop new customized module design solutions in a timely or cost-efficient manner, and these new solutions
may fail to meet the requirements of our customers end-markets. If we fail to develop new solutions that help our customers respond to competitive pressures, achieve shorter time-to-market or broaden and improve their product offerings, we
will lose business and our results of operations will be materially and adversely affected.

If our customers do not accept our proposed customized
module design solutions or do not purchase from us the specified components contained in the proposed module reference design, our net revenue will be adversely affected.

While many of our proposed customized module design solutions are accepted by our customers, there is no obligation for customers to accept our proposed
solutions. We dedicate personnel, management and financial resources to research and development and technical support in developing new customized module design solutions for our customers. The time frames for most research and development projects
typically range from two to 18 months. For our component sales segment, because we do not charge a design fee, but rather generate revenue through the resale of specified components contained in our proposed reference designs, if our customers do
not accept our proposed designs, we will fail to capitalize on the invested resources, time and effort that we expended on a project. Furthermore, our customers typically make purchases on a purchase order basis. Prior to submission of a purchase
order, our customers are not obligated to purchase from us any quantity of specific components that we propose to sell in our proposed module reference design. Our customers may cancel or defer their purchase orders on short notice without
significant penalty. Even if a customer accepts our proposed module reference design, the customer could bypass us and contract with our competitors or possibly our suppliers directly for the purchase of the specific components we otherwise had
proposed to sell. The failure to accept our proposed module reference design, the loss of ongoing business from our customers or the transition away from us in favor of direct purchases from our competitors or suppliers could each result in our
failure to realize potentially significant net revenue.

Reliance on our suppliers, with whom we often do not have long-term supply agreements, makes
us vulnerable to the loss of one or more key suppliers or the delivery capabilities of our suppliers.

We typically rely on a
limited number of key suppliers, and many customized module design solutions that we develop are designed around technology components provided by our suppliers. We typically do not have long-term supply agreements or other forms of exclusive
arrangements with our suppliers. In 2008, for example, Broadcom, Foxconn, Matsushita and JDS Uniphase, accounted for approximately 31.7%, 12.6%, 7.5% and 5.1%, respectively, of our cost of sales. Furthermore, although we deal with



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approximately ten different divisions within Matsushita, purchases of relays and connectors from Matsushita accounted for a substantial portion of our cost
of sales attributable to Matsushita. If we lose a key supplier or a supplier reduces the quantity of products it sells to us, does not maintain a sufficient inventory level of products required by us or is otherwise unable to meet our demand for its
components, we may have to expend significant time, effort and other resources to locate a suitable alternative supplier and secure replacement components. For example, on one prior occasion, one of our key suppliers experienced an interruption in
its production capacity due to a relocation of its production facilities, which resulted in its inability to meet our quarterly supply requirements. If suitable replacement components are unavailable, we may be forced to redevelop certain of our
solutions, which ultimately may not be accepted by our customers.

Also, if our suppliers fail to introduce new products that keep up with
new technologies, they may be surpassed by other suppliers entering the market with whom we may not have existing relationships. The costs and delays related to finding new suppliers or redeveloping solutions could significantly harm our business.

If we fail to attract and retain key personnel, particularly our chief executive officer, our business will be materially impaired and our financial
condition and results of operations will suffer.

Our business greatly relies on the continued services of Jeffrey Kang, our
principal shareholder and chief executive officer. Many relationships with our key suppliers and key customers have been developed by and continue to be maintained by Mr. Kang. Our future success will depend to a significant degree upon the
performance and contribution of Mr. Kang and other members of our senior management team in areas including sales, research and development, information technology and finance. Therefore, our business and results of operations may be materially
and adversely affected if Mr. Kang or another member of our senior management team leaves us, which they may do at any time since, as with the exception of our chief financial officer, they do not have an employment or non-compete agreement
with us. In addition, we will incur additional expenses to recruit and develop senior management members if one or more of our key employees are unwilling or unable to continue his or her employment with us. We do not maintain key man life insurance
covering our senior management or any of our key employees.

Our future success also depends on our ability to identify, attract, hire,
train, retain and motivate highly-skilled personnel. If we cannot attract and retain the personnel we require at a reasonable cost, our cost of goods sold will increase and the profitability of our business could be negatively affected. Our business
is especially dependent on sales, marketing, research and development, and services personnel. Competition in China for executive-level and skilled technical and sales and marketing personnel is strong, and recruiting, training, and retaining
qualified key personnel are important factors affecting our ability to meet our growth objectives. Should key employees leave our company, we may lose both an important internal asset and net revenue from customer projects in which those employees
were involved.

Loss of key customers may adversely impact our net revenue.

We generate the majority of our net revenue from a small number of key customers, and we anticipate that a relatively small number of key customers will
continue to account for a significant portion of our net revenue in the foreseeable future, particularly in the telecommunications equipment market. In 2008, our sales to ZTE, T&W and Wuhan Research Institute of Post &
Telecommunications accounted for approximately 11.6%, 10.2%, and 5.3% respectively, of our net revenue. Sales to our top 10 customers represented approximately 43.6% of our net revenue in 2008. Should we lose, receive reduced orders from, or
experience any adverse change in our relationship with any of our key customers, or should they decide to use solutions provided by other companies, we will suffer a substantial loss in net revenue.

The end-markets in which we operate are highly competitive and fragmented. Competition may intensify in the future, and if we fail to compete effectively, our
business will be harmed.

Pressures from current or future competitors could cause our solutions to lose market acceptance or
require us to significantly reduce our sales prices to keep and attract customers. Our competitors often have longer operating histories, stronger customer and supplier relationships, larger technical staffs and sales forces, and/or greater
financial, technical and marketing resources than we do. Although we believe that there are no direct competitors of any meaningful size who operate using the same business model as ours, we face indirect competition from:



| |  |  | Other technology component suppliers. For each project, we work with one enabling technology component supplier to compete against other enabling technology
component suppliers. Consequently, we indirectly compete against our suppliers competitors. For example, by working with JDS Uniphase, we compete against companies such as Avanex Corp. and Bookham Inc. in supplying optical transmission module
design solutions.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | Component manufacturers and distributors. We compete indirectly with component manufacturers such as Epcos AG, and component distributors such as Arrow
Electronics, Inc. and Avnet Inc., which may seek to expand their product/service offerings to include customized module design solutions.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We may also face indirect competition from customers and suppliers. Currently many of our customers and suppliers do not focus on customized module design. If our customers or suppliers decide to devote more time and
resources to in-house module design, the demand for our solutions may decline. In addition, our customers may change their procurement strategy or decide to rely on us primarily for component delivery and not for integration or design work.
Similarly, component suppliers may also seek to offer their component products or modules incorporating key components from our solutions directly to our customers. The loss of customers for our customized module design solutions as a result of
these competitive factors would have a material adverse effect on our business, financial condition and results of operations.

As we expand our
business, we intend to develop new customized module design solutions and technological capabilities in end-markets where we do not currently have extensive experience or technological capability. Failure to develop or execute this growth strategy
will have a material adverse effect on our net revenue.

Prior to 2005, we derived substantially all of our net revenue from our
customized module design solutions provided to customers in the mobile handset and telecommunications equipment end-markets. In 2005, we began targeting the digital media end-market. In 2006 and 2007, we began our own business of providing
engineering service and software design, respectively. In 2008, we also started targeting the industrial business end-market. Our success in the digital media end-market will depend, in significant part, on our ability to continue to develop the
necessary technological capability and to leverage our existing customer base that has expanded into this end-market. If we are unable to quickly develop technological expertise, increase our research and development capabilities and leverage our
customer base as anticipated, our return on our investment with respect to these efforts may be lower than anticipated and our operating results may suffer. Finally, our customer base may not respond to our efforts to expand our proprietary
capabilities and may be unwilling to utilize these enhanced capabilities.

We may be unable to manage rapid growth and a changing operating
environment, which could adversely affect our ability to serve our customers and harm our business.

We have experienced rapid
growth over the last five years, with our net revenue increasing from RMB357.8 million in 2003 to RMB1,959.5 million ($287.2 million) in 2008. Our number of employees has increased from approximately 30 in 2001 to 527 as at December 31, 2008.
We have limited operational, administrative and financial resources, which may be inadequate to sustain our current growth rate. If we are unable to manage our growth effectively, the quality of our solutions could deteriorate and our business may
suffer. As our customer base increases and we enter new end-markets, we will need to:



| |  |  | increase our investments in personnel, research and development capabilities, facilities and other operational areas;
| | - |  | ---------------------------------------------------------------------------------------------------------------------



| |  |  | continue training, motivating and retaining our existing employees, and attract and integrate new qualified employees;
| | - |  | ----------------------------------------------------------------------------------------------------------------------



| |  |  | develop and improve our operational, financial, accounting and other internal systems and controls; and
| | - |  | -------------------------------------------------------------------------------------------------------



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| |  |  | take enhanced measures to protect any proprietary technology or technological capability we develop.
| | - |  | ----------------------------------------------------------------------------------------------------

Any failure to manage our growth successfully could distract managements attention and result in our failure to serve our customers and harm our
business.

We face risks associated with future investments or acquisitions.

An important component of our growth strategy is to invest in or acquire businesses complementary to ours that will enable us to expand the solutions we
offer to our existing target customer base, and that will provide opportunities to expand into new markets. We may be unable to identify suitable investment or acquisition candidates or to make these investments or acquisitions on a commercially
reasonable basis, if at all. If we complete an investment or acquisition, we may not realize the anticipated benefits from the transaction.

Integrating an acquired company or technology is complex, distracting and time consuming, as well as a potentially expensive process. The successful integration of an acquisition would require us to:



| |  |  | integrate and retain key management, sales, research and development, and other personnel;
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | incorporate the acquired products or capabilities into our offerings both from an engineering and sales and marketing perspective;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------



| |  |  | coordinate research and development efforts;
| | - |  | --------------------------------------------



| |  |  | integrate and support pre-existing supplier, distribution and customer relationships; and
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | consolidate duplicate facilities and functions and combine back office accounting, order processing and support functions.
| | - |  | --------------------------------------------------------------------------------------------------------------------------

The geographic distance between the companies, the complexity of the technologies and operations being integrated and the disparate corporate cultures
being combined may increase the difficulties of combining an acquired company or technology. Acquired businesses are likely to have different standards, controls, contracts, procedures and policies, making it more difficult to implement and
harmonize company-wide financial, accounting, billing, information and other systems. Managements focus on integrating operations may distract attention from our day-to-day business and may disrupt key research and development, marketing or
sales efforts.

Our acquisition strategy also depends on our ability to obtain necessary government approvals that may be required, as
described under Risks Related to Doing Business in ChinaOur acquisition strategy may be subject to SDRC approval under legislation enacted in 2005.

Our competitive position could decline if we are unable to obtain additional financing to acquire businesses or technologies that are strategic for our success, or otherwise execute our business strategy.

We believe that our current cash will be sufficient to fund our working capital and capital expenditure requirements for at least
the next twelve months. However, we may need to raise additional funds to support more rapid expansion, respond to competitive pressures, acquire complementary businesses or technologies or respond to unanticipated requirements. We cannot assure you
that additional funding will be available to us in amounts or on terms acceptable to us. If sufficient funds are not available or are not available on acceptable terms, our ability to fund our expansion, take advantage of acquisition opportunities,
develop or enhance our services or products, or otherwise respond to competitive pressures would be significantly limited.

If appropriate
opportunities arise, we intend to acquire businesses, technologies, services or products that we believe are strategic for our success. Our competitive position could decline if we are unable to identify and acquire businesses or technologies that
are strategic for our success in this market.



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The unauthorized use of our module design solutions could have a material adverse impact on our net revenue.

Our in-house design engineering teams develop our customized module design solutions. We typically do not have patent or other
intellectual property protection for our solutions, nor do we typically have non-disclosure or confidentiality agreements with most of our suppliers or customers to keep our design specifications confidential. Suppliers or other competitors may
attempt to circumvent us by selling products or providing module design solutions directly to our customers. The unauthorized use by our suppliers or other competitors of our module design solution specifications or other intellectual property in
the future would result in a substantial decrease in out net revenue. The validity, enforceability and scope of protection of intellectual property in China is uncertain and still evolving, and PRC laws may not protect intellectual property rights
to the same extent as the laws of some other jurisdictions, such as the United States. Moreover, litigation may be necessary in the future to enforce any intellectual property rights we may establish or acquire in the future, which could result in
substantial costs and diversion of our resources, and have a material adverse effect on our business, financial condition and results of operations.

We became a public company through a share exchange with a non-operating public shell company, where we were the accounting acquirer and assumed all known and unknown potential liabilities of our predecessor entity.

Our July 2004 share exchange with Trident was accounted for as a reverse merger in which Comtech Cayman was deemed the accounting
acquirer and Trident, which was originally incorporated in 1917, was the legal acquirer. We have retained all the known and unknown liabilities of Trident. There may be other potential liabilities about which we are not yet aware, see Item 3.
Legal proceedings for additional details.

We depend upon contractual agreements with the two shareholders of Shenzhen Comtech in conducting
our business through Shenzhen Comtech and Shanghai E&T and receiving payments, which may not be as effective in providing operational control as direct ownership and may be difficult to enforce. Further, if the PRC government finds these
contractual agreements violate or conflict with PRC governmental regulations, our business would be materially adversely affected.

At the time of its incorporation, foreign shareholding in a trading business such as Shenzhen Comtech could not exceed 65%. With subsequent PRC deregulation, foreign ownership of such a trading business can now reach 100%, and approval of
foreign ownership of companies in the PRC engaged in commodity trading businesseswhich includes agency trade, wholesale, retail and franchise operations is now delegated to local government agencies of the PRC Ministry of Commerce. In order to
exercise control over Shenzhen Comtech (a PRC operating company legally permitted to engage in a commodity trading business), without direct shareholding by us (a U.S.-listed company and therefore a foreign-invested entity), Honghui Li, our vice
president, and Huimo Chen, the mother of our principal shareholder and chief executive officer, Jeffrey Kang, hold 99% and 1%, respectively, of the equity interests of Shenzhen Comtech, and through contractual agreements with us hold such equity
interests exclusively for the benefit of our 100% directly owned subsidiary, Comtech China. Shenzhen Comtech, in turn owns a 60% equity interest in another of our PRC operating companies, Shanghai E&T, with the other 40% being held by Comtech
China (BVI) through trust agreements. Under the trust agreements, Shenzhen Comtech owns a 35% equity interest in Shanghai E&T for the benefit of Comtech China (BVI) and Honghui Li owns a 5% equity interest in Shanghai E&T for the benefit of
Comtech China (BVI). While we do not have any equity interest in Shenzhen Comtech, through these contractual agreements, we enjoy voting control and are entitled to the economic interests associated with their equity interest in Shenzhen Comtech.
For additional details regarding these contractual agreements, see Item 13. Certain Relationships and Related Transactions, and Director Independence. These contractual agreements may not be as effective in providing us with control over
Shenzhen Comtech as direct ownership because we rely on the performance of Honghui Li and Huimo Chen under the agreements. If they fail to perform their respective obligations under the agreements, we may have to incur substantial costs and
resources to enforce such agreements and may not be able to do so in any case. Further, the profits of Shenzhen Comtech may not be able to be remitted outside the PRC due to foreign exchange controls. Also, we must rely on legal remedies under
applicable law, which may not be as effective as those in the United States. Because we rely on Shenzhen Comtech and Shanghai E&T in conducting our business operations in China, the realization of any of these risks relating to our corporate
structure could result in a material disruption of our business, diversion of our resources and the incurrence of substantial costs, any of which could materially and adversely affect our operating results and financial condition.



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In the opinion of our PRC counsel, the ownership structure of Shenzhen Comtech and the contractual
agreements among Comtech China, Honghui Li and Huimo Chen do not violate existing PRC laws, rules and regulations. There are, however, substantial uncertainties regarding the interpretation and application of current or future PRC laws and
regulations, including but not limited to the laws and regulations governing the validity and enforcement of these contractual agreements. Accordingly, we cannot assure you that PRC regulatory authorities will not determine that these contractual
agreements violate or conflict with PRC laws or regulations.

If we or our PRC operating company, Shenzhen Comtech, are found to violate
any existing or future PRC laws or regulations, the relevant regulatory authorities will have broad discretion in dealing with such violation, which would cause significant disruptions to our business operations or render us unable to conduct our
business operations and may materially adversely affect our business, financial condition and results of operations.

Risks Related to Our Industry

Our inability to respond quickly and effectively to rapid technological advances and market demands would adversely impact our competitive position
and our results of operations.

Historically, we have focused on the mobile handset, telecommunications equipment and digital media
end-markets in China. The mobile handset, telecommunications equipment and digital media end-markets are characterized by rapid technological advances, intense competition, frequent introduction of new products and services and consumer demand for
greater functionality, lower costs, smaller products and better performance. We must constantly seek out new products and develop new solutions to maintain in our portfolio. We have experienced and will continue to experience some solution design
obsolescence. We expect our customers demands for improvements in product performance to increase, which means that we must continue to improve our design solutions and develop new solutions to remain competitive and grow our business. Our
failure to compete successfully for customers will result in price reductions, reduced margins or loss of market share, any of which would harm our business, results of operations and financial condition.

A large portion of our net revenue currently comes from sales to manufacturers in the cyclical mobile handset, telecommunications equipment and digital media
end-markets and cyclical downturns could harm our operating results.

The mobile handset and telecommunications equipment
end-markets in particular are highly cyclical and have experienced severe and prolonged downturns, often in connection with maturing product cycles and declines in general economic conditions. These downturns have been characterized by diminished
product demand, production overcapacity, high inventory levels and accelerated erosion of average selling prices. The impact of slowing end-customer demand may be compounded by higher than normal levels of equipment and inventories among our
customers and our customers adjustments in their order levels, resulting in increased pricing pressure. The digital media industry may also experience cyclical fluctuations, as well as fluctuations relating to how quickly certain new digital
media products and technologies are adopted by the market.

In addition, our recent and significant growth in net revenue resulted, in
large part, from the high growth in sales of products manufactured by domestic mobile handset, telecommunications equipment and digital consumer electronics manufacturers in China. These domestic manufacturers may not continue to grow their sales at
historical levels, if at all. The stagnation or reduction in overall demand for mobile handset, telecommunications equipment and digital media products would materially affect our results of operations and financial condition.

The mobile handset end-market is characterized by a short product lifecycle, making time-to-market and sensitivity to customer needs critical to our success and
our failure to respond will harm our business.

Mobile handsets typically have a lifecycle of approximately 6 to 12 months before
the technology becomes obsolete. Time-to-market, both with respect to our customers ability to supply consumers with timely and marketable products and our ability to provide our customers with a wide array of latest generation customized
module design solutions, is critical to our success. As design cycles in the industry shorten, we face logistical challenges in providing our solutions in an increasingly shorter timeframe. If we are unable to respond to the shortened lifecycles and
time-to-market, our business will suffer.



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The global financial crisis could harm our product demands and adversely affect our results of operations.

Due to difficult market conditions, the level of consumer and information technology spending has declined and the demand for our mobile
handsets business since the third quarter of 2008 has decreased. Furthermore, we may need to strategically lower our pricing in order to grow our business in a slowing economic environment.

Risks Related to Doing Business in China

There are
substantial risks associated with doing business in China, including those set forth in the following risk factors.

Our operations may be adversely
affected by Chinas economic, political and social conditions.

Substantially all of our operations and assets are located in
China and substantially all of our net revenue are derived from our operations in China. Accordingly, our results of operations and future prospects are subject to economic, political and social developments in China. In particular, our results of
operations may be adversely affected by:



| |  |  | changes in Chinas political, economic and social conditions;
| | - |  | -------------------------------------------------------------



| |  |  | changes in policies of the government or changes in laws and regulations, or the interpretation of laws and regulations;
| | - |  | ------------------------------------------------------------------------------------------------------------------------



| |  |  | changes in foreign exchange regulations;
| | - |  | ----------------------------------------



| |  |  | measures that may be introduced to control inflation, such as interest rate increases; and
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | changes in the rate or method of taxation.
| | - |  | ------------------------------------------

The PRC economy has historically been a planned economy. The majority of productive assets in China are still owned by various levels of the PRC government. In recent years the government has implemented economic reform measures emphasizing
decentralization, utilization of market forces in the development of the economy and a high level of management autonomy. Such economic reform measures may be inconsistent or ineffectual, and we may not benefit from all such reforms. Furthermore,
these measures may be adjusted or modified, possibly resulting in such economic liberalization measures being applied inconsistently from industry to industry, or across different regions of the country.

In the past twenty years, China has been one of the worlds fastest growing economies in terms of gross domestic product, or GDP. This growth may
not be sustainable. Moreover, a slowdown in the economies of the United States, the European Union and certain Asian countries may adversely affect economic growth in China which depends on exports to those countries. Our financial condition and
results of operations, as well as our future prospects, would be materially and adversely affected by an economic downturn in China.

Our financial
results benefit from tax concessions granted by the PRC government, the change to or expiration of which would materially change our results of operations.

Our results of operation may be adversely affected by changes to or expiration of tax holiday and preferential tax concessions that some of our PRC operating companies currently enjoy or expect to enjoy in the future.
Prior to January 1, 2008, the statutory tax rate generally applicable to Chinese companies is 33%. As a result of tax holiday and preferential tax rate incentives, our operations have been subject to relatively low tax liabilities. Tax that
would otherwise have been payable without preferential tax treatment amounted to approximately RMB38.9 million ($5.7 million) in 2008. For additional details regarding these tax incentives, please see Item 7. Managements discussion and
analysis of financial condition and result of operationsTaxation.



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Tax laws in China are subject to interpretations by relevant tax authorities. The preferential tax
treatment may not remain in effect or may change, in which case we may be required to pay the higher income tax rate generally applicable to Chinese companies, or such other rate as is required by the laws of China.

On March 16, 2007, the Fifth Plenary Session of the Tenth National Peoples Congress passed the new Corporate Income Tax law (the new CIT
law), which sets the income tax rate to 25% for all enterprises in the PRC. The new CIT law was effective as of January 1, 2008. The new CIT law provides a five-year transitional period from its effective date for those enterprises which
were established before March 16, 2007 and which were entitled to a preferential lower tax rate under the then effective tax laws or regulations, as well as grandfathering tax holidays. The transitional tax rates are 18%, 20%, 22%, 24% and 25%
for 2008, 2009, 2010, 2011 and 2012 onwards, respectively (the transitional tax rates). For the entities that were entitled to a tax holiday such as the two-year tax exemption followed by a three-year 50% tax reduction from the first
profit making year after offsetting accumulated tax losses, these entities shall continue to be entitled to the tax holiday and for the entities which have not commenced their respective tax holiday as of December 31, 2008, the new CIT law
requires the tax exemption period to begin on January 1, 2008.

The telecommunications equipment market is extensively regulated in China.

The telecommunications equipment end-market accounted for 28.8% of our net revenue in 2008. Chinas telecommunications
industry is heavily regulated. Changes in regulations affecting sales of these customers could negatively affect the telecommunications equipment end-market for our solutions, which will materially harm our business.

PRC government control of currency conversion may affect our ability to meet foreign currency obligations.

Because the majority of our net revenue are denominated in Renminbi, any restrictions on currency exchange may limit our ability to use revenue generated
in Renminbi to meet our foreign currency obligations, such as settling the purchase of materials which may be denominated in U.S. dollars. The principal regulation governing foreign currency exchange in China is the Foreign Currency Administration
Rules (1996), or the Rules, as amended. Under the Rules, once certain procedural requirements are met, Renminbi is convertible for current account transactions, including trade and service-related foreign exchange transactions and dividend payments,
but not for capital account transactions, including direct investment, loans or investments in securities outside China, without prior approval of the PRC State Administration of Foreign Exchange (SAFE), or its local counter-parts. Since
a significant amount of our future revenues will continue to be denominated in Renminbi, any existing and future restrictions on currency exchange may limit our ability to utilize revenue generated in China to fund our business activities outside of
China, if any, or expenditures denominated in foreign currencies, or our ability to meet our foreign currency obligations, which could have a material adverse effect on our business, financial condition and results of operations. We cannot be
certain that the PRC regulatory authorities will not impose more stringent restrictions on the convertibility of Renminbi with respect to foreign exchange transactions.

PRC regulations relating to offshore investment activities by PRC residents may increase the administrative burden we face and create regulatory uncertainties that could restrict our overseas and cross-border
investment activity, and a failure by our shareholders who are PRC residents to make any required applications and filings pursuant to such regulations may prevent us from being able to distribute profits and could expose us and our PRC resident
shareholders to liability under PRC law.

In October 2005, the PRC SAFE, promulgated regulations that require PRC residents and PRC
corporate entities to register with and obtain approvals from relevant PRC government authorities in connection with their direct or indirect offshore investment activities. These regulations apply to our shareholders who are PRC residents in
connection with our prior and any future offshore acquisitions.



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The SAFE regulation required registration by March 31, 2006 of direct or indirect investments
previously made by PRC residents in offshore companies prior to the implementation of the Notice on Issues Relating to the Administration of Foreign Exchange in Fund-Raising and Reverse Investment Activities of Domestic Residents Conducted via
Offshore Special Purpose Companies on November 1, 2005. If a PRC shareholder with a direct or indirect stake in an offshore parent company fails to make the required SAFE registration, the PRC subsidiaries of such offshore parent company may be
prohibited from making distributions of profit to the offshore parent and from paying the offshore parent proceeds from any reduction in capital, share transfer or liquidation in respect of the PRC subsidiaries, and may be prohibited from receiving
capital contributions, shareholder loan or other payments from our offshore parent company, and may be further prohibited from making payments to or receiving payments from other overseas entities. Furthermore, failure to comply with the various
SAFE registration requirements described above could result in liability under PRC law for foreign exchange evasion.

Some of our PRC
resident shareholders may not have completed their registration with SAFE under the SAFE regulation, in part, due to confusion over the application of the SAFE regulation to our company. For example, in mid-2006, some of our PRC resident
shareholders attempted to register with SAFE in Shenzhen under predecessor regulations to the SAFE regulation, but were informed by Shenzhen SAFE that the regulation did not apply to them. These PRC resident shareholders did not realize they might
be required to register under the new SAFE regulations. Further, even if our PRC resident shareholders do apply for SAFE registration, they may not be able to obtain such registration at the discretion of SAFE due to various reasons including their
failure to comply with the retroactive SAFE registration requirement prior to March 31, 2006, the statutorily prescribed deadline for compliance. The failure or inability of our PRC resident shareholders to obtain any required approvals or make
any required registrations may subject us to fines and legal sanctions, prevent us from being able to make distributions or pay dividends or to receive capital contribution or shareholder loans, as a result of which our business operations and our
ability to distribute profits to you or capitalize our operation in China could be materially and adversely affected.

In December 2006,
the Peoples Bank of China promulgated the Administrative Measures of Foreign Exchange Matters for Individuals, or the PBOC Regulation, setting forth the respective requirements for foreign exchange transactions by PRC individuals under either
the current account or the capital account. In January 2007, SAFE issued implementing rules for the PBOC Regulation, which, among other things, specified approval requirements for certain capital account transactions such as a PRC citizens
participation in the employee stock ownership plans or stock option plans of an overseas publicly-listed company. On March 28, 2007, SAFE promulgated the Application Procedure of Foreign Exchange Administration for Domestic Individuals
Participating in Employee Stock Holding Plan or Stock Option Plan of Overseas-Listed Company, or the Stock Option Rule. Under the Stock Option Rule, PRC citizens who are granted stock options by an overseas publicly-listed company are required,
through a PRC agent or PRC subsidiary of such overseas publicly-listed company, to register with SAFE and complete certain other procedures. We and our PRC employees who have been granted stock options will be subject to the Stock Option Rule when
our company becomes an overseas publicly-listed company. If we or our PRC optionees fail to comply with these regulations, we or our PRC optionees may be subject to fines and legal sanctions.

Our acquisition strategy may be subject to SDRC approval under legislation enacted in 2004.

State Development and Reform Commission, or SDRC, promulgated a regulation in 2004 that requires SDRC approval in connection with direct or indirect
offshore investment activities by individuals who are PRC residents and PRC corporate entities. This regulation may apply to our future offshore or cross-border acquisitions, as well as to the equity interests in offshore companies held by our PRC
shareholders who are considered PRC residents. We intend to make all required application and filings, and will require the shareholders of the offshore entities in our corporate group who are considered PRC residents to make the application and
filings, as required under the regulation and under any implementing rules or approval practices that may be established under this regulation. However, because this regulation lacks implementing rules, approval precedents or reconciliation with
other approval requirements, it remains uncertain how this regulation, and any future legislation concerning offshore or cross-border transactions, will be interpreted and implemented by the relevant government authorities. The approval criteria by
SDRC agencies for outbound investment by PRC residents are not provided under this regulation or other SDRC regulations. Accordingly, we cannot provide any assurances that we will be able to comply with, qualify under or obtain any approval as
required by this regulation or other related legislations. Our failure or the failure of our PRC resident shareholders to obtain SDRC approvals may restrict our ability to acquire a company outside of China or use our entities outside of China to
acquire or establish companies inside of China, which could negatively affect our business and future prospects.



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PRC laws and our corporate structure may restrict our ability to receive dividends and payments from, and transfer
funds to, our PRC operating companies, which may negatively affect our results of operations and restrict our ability to act in response to changing market conditions.

Substantially all of our operations are conducted through our PRC operating companies. The ability of our PRC operating companies to make dividends and
other payments to us may be restricted by factors such as changes in applicable foreign exchange and other laws and regulations. For example, under the regulations discussed above, the foreign exchange activities of our present or prospective PRC
subsidiaries are conditioned upon the compliance with the SAFE registration requirements by the shareholders of our offshore entities who are PRC residents. Failure to comply with these SAFE registration requirements may substantially restrict or
prohibit the foreign exchange inflow to and outflow from our PRC subsidiaries, namely Comtech Communications and Comtech Software, including, remittance of dividends and foreign-currency-denominated borrowings by these PRC subsidiaries. In addition,
our PRC operating companies are required, where applicable, to allocate a portion of their net profit to certain funds before distributing dividends, including at least 10% of their net profit to certain reserve funds until the balance of such fund
has reached 50% of their registered capital. These reserves can only be used for specific purposes, including making-up cumulative losses of previous years, conversion to equity capital, and application to business expansion, and are not
distributable as dividends. Our PRC operating companies are also required, where applicable, to allocate an additional 5% to 10% of their net profits to the common welfare fund. The net profit available for distribution from our PRC operating
companies is determined in accordance with generally accepted accounting principles in China, which may materially differ from a determination performed in accordance with Generally Accepted Accounting Principles (United States) (U.S.
GAAP). As a result, we may not receive sufficient distributions or other payments from these entities to enable us to make dividend distributions to our shareholders in the future, even if our U.S. GAAP financial statements indicate that our
operations have been profitable. For additional details regarding the taxation risk of dividend distributions from our PRC operating companies, please see Risk factors  Our global income and your capital gain may be subject to PRC tax
under the new PRC tax law, which may have an effect on our results of operations and your investments, respectively.

We do not
directly own the equity interest in Shenzhen Comtech, which accounted for approximately 1.8% of our net revenue in 2008, or Shanghai E&T, which is owned 60% by Shenzhen Comtech and 40% by Comtech China through contractual agreements with
Shenzhen Comtech and Honghui Li respectively, and which accounted for approximately 3.5% of our net revenue in 2008. Honghui Li and Huimo Chen, the shareholders of Shenzhen Comtech, have contractually agreed, among others things, to apply all
dividends or other payments they receive from Shenzhen Comtech to payments to our 100% directly owned subsidiary, Comtech China, or its designated entities, for valid and valuable consideration and to the extent permitted by applicable PRC law,
including PRC foreign exchange law. PRC law and regulatory requirements would currently restrict the ability of the shareholders of Shenzhen Comtech, based solely upon the contractual agreement, to directly apply the dividends or other payments they
receive from Shenzhen Comtech in U.S. dollars to payments to Comtech China or in Renminbi to Comtech Chinas designated entities in China. For example, the PRC foreign exchange authorities would have discretion to review the adequacy of the
consideration given in exchange for the application of any dividends or payments from Shenzhen Comtech to Comtech China. If Honghui Li and Huimo Chen fail to apply such dividends or other payments received from Shenzhen Comtech, which might include
profit distributions from Shanghai E&T to Shenzhen Comtech, to payments to Comtech China or its designated entities, our financial condition would be negatively affected. Apart from the dividend distribution from our PRC subsidiaries to us, the
transfer of funds from our company to our PRC operating companies, either as a shareholder loan or as an increase in registered capital or otherwise, is subject to registration or approval with or by PRC governmental authorities, including the
relevant administration of foreign exchange and/or other relevant examining and approval authorities. These limitations on the free flow of funds between us and our PRC operating companies may restrict our ability to act in response to changing
market conditions.



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Fluctuations in exchange rates could adversely affect our business.

Because a substantial majority of our earnings and cash assets are denominated in Renminbi, fluctuations in the exchange rate between the U.S. dollar and
the Renminbi will affect the relative purchasing power of these proceeds and our balance sheet and earnings per share in U.S. dollars following this offering. In addition, appreciation or depreciation in the value of the Renminbi relative to the
U.S. dollar would affect our financial results reported in U.S. dollar terms without giving effect to any underlying change in our business or results of operations. Fluctuations in the exchange rate will also affect the relative value any dividend
we may issue after this offering that will be exchanged into U.S. dollars and earnings from and the value of any U.S. dollar-denominated investments we make in the future. In addition, a depreciation of the Renminbi relative to the U.S. dollar would
have the effect of reducing our U.S. dollar-translated net revenue and increasing the debt servicing requirements for our U.S. dollar-denominated debt. On the other hand, the appreciation of the Renminbi would make our customers products more
expensive to purchase outside of China because many of our customers are involved in the export of goods, which could adversely affect their sales, thereby eroding our customer base and adversely affecting our results of operations.

Since July 2005, the Renminbi has no longer been pegged to the U.S. dollar. Although currently the Renminbi exchange rate versus the U.S. dollar is
restricted to a rise or fall of no more than 0.3% per day and the Peoples Bank of China regularly intervenes in the foreign exchange market to prevent significant short-term fluctuations in the exchange rate, the Renminbi may appreciate
or depreciate significantly in value against the U.S. dollar in the medium to long term. Moreover, it is possible that in the future, the PRC authorities may lift restrictions on fluctuations in the Renminbi exchange rate and lessen intervention in
the foreign exchange market.

Very limited hedging transactions are available in China to reduce our exposure to exchange rate
fluctuations. To date, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may enter into hedging transactions in the future, the availability and effectiveness of these
transactions may be limited and we may not he able to successfully hedge our exposure at all. In addition, our foreign currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert Renminbi into
foreign currencies.

The legal system in China has inherent uncertainties that may limit the legal protections available to you as an investor or to
us in the event of any claims or disputes with third parties.

The legal system in China is based on written statutes. Prior court
decisions may be cited for reference but have limited precedential value. Since 1979, the central government has promulgated laws and regulations dealing with economic matters such as foreign investment, corporate organization and governance,
commerce, taxation and trade. As Chinas foreign investment laws and regulations are relatively new and the legal system is still evolving, the interpretation of many laws, regulations and rules is not always uniform and enforcement of these
laws, regulations and rules involve uncertainties, which may limit the remedies available to you as an investor and to us in the event of any claims or disputes with third parties. In addition, any litigation in China may be protracted and result in
substantial costs and diversion of resources and management attention.

On August 8, 2006, six PRC regulatory agencies, including the
Chinese Securities Regulatory Commission, or CSRC, promulgated the Regulation on Mergers and Acquisitions of Domestic Companies by Foreign Investors, which became effective on September 8, 2006. This new regulation, among other things, requires
offshore special purpose vehicles, or SPVs, formed for overseas listing purposes through acquisitions of PRC domestic companies and controlled by PRC individuals, to obtain the approval of the CSRC prior to publicly listing their securities on an
overseas stock exchange. We believe, based on the advice of our PRC counsel, that this regulation does not apply to us or this offering and that CSRC approval is not required because such acquisition was completed long before September 8, 2006
when the new regulation became effective. On September 21, 2006, the CSRC published a notice specifying the documents and materials that are required to be submitted for obtaining CSRC approval. In the opinion of our PRC counsel, the new notice
does not contradict its interpretation of the new regulation, nor does it add greater clarity to the applicability of the new regulation to us. Based on the advice we have received from our PRC counsel, we do not intend to seek CSRC approval in
connection with this offering.

Since the new regulation has only recently been adopted, there may be some uncertainty as to how this
regulation will be interpreted or implemented. If the CSRC or other PRC regulatory body subsequently determines that the CSRCs approval is required for this offering, we may face sanctions by the CSRC or other PRC regulatory agencies. These
regulatory agencies may impose fines



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and penalties on our operations in the PRC, limit our operation privileges in the PRC, delay or restrict the repatriation of the proceeds from this offering
into the PRC, restrict or prohibit payment or remittance of dividends by Comtech China, or take other actions that could have a material adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as
the trading price of our shares. The CSRC or other PRC regulatory agencies may also take actions requiring us, or making it advisable to us, to halt this offering before settlement and delivery of the shares being offered by us.

You may experience difficulties in effecting service of legal process and enforcing judgments against us and our management.

Substantially all of our operations and assets are located in China. In addition, most of our directors, executive officers and some of the experts named
in this document reside within China, and many of the assets of these persons are also located within China. As a result, it may not be possible to effect service of process within the United States or elsewhere outside China upon these directors or
executive officers or some of the experts named in this document, including with respect to matters arising under U.S. federal securities laws or applicable state securities laws. Moreover, our PRC legal counsel has advised us that China does not
have treaties with the United States or many other countries providing for the reciprocal recognition and enforcement of court judgments. As a result, recognition and enforcement in China of judgments of a court of the United States or any other
jurisdiction, including judgments against us or our directors, executive officers, or the named experts, may be difficult or impossible.

Our global
income and your capital gain may be subject to PRC tax under the new PRC tax law, which may have an effect on our results of operations and your investment, respectively.

Under the new PRC tax law, effective January 1, 2008, an enterprise established outside of the PRC with de facto management bodies within the
PRC is considered a resident enterprise and will be subject to the corporate income tax at the rate of 25% on its global income. The new PRC tax law does not, however, define the term de facto management bodies. If the PRC tax
authorities subsequently determine that we should be classified as a resident enterprise, then our global income may be subject to the corporate income tax at the rate of 25%.

Under the previous PRC tax law, dividend payments to foreign investors made by foreign-invested enterprises in China, are exempt from PRC withholding
tax. We have been advised by our PRC counsel, Commerce & Finance Law Offices, that pursuant to the new PRC tax law which became effective on January 1, 2008, however, dividends payable for earnings accumulated beginning on January 1, 2008 by a
PRC resident enterprise to its foreign corporate investors will be subject to a 10% withholding tax, unless any such foreign investors jurisdiction of incorporation has a tax treaty with China that provides for a different withholding
arrangement. According to the Mainland and Hong Kong Special Administrative Region Arrangement on Avoiding Double Taxation or Evasion of Taxation on Income agreed between China and Hong Kong in August 2006, dividends paid by a PRC resident
enterprise to its direct holding company in Hong Kong will be subject to withholding tax at a rate of no more than 5% (if the Hong Kong investor owns directly at least 25% of the equity interest of the PRC resident enterprise). The new PRC tax law
provides, however, dividends distributed between qualified resident enterprises will be exempted. Dividends distributed between qualified resident enterprises refer to the dividends derived by a PRC resident enterprise from its direct investment in
another PRC resident enterprise. In addition, we have been advised by our PRC counsel, Commerce & Finance Law Offices, that under the new PRC tax law, foreign corporate investors may be subject to a 10% withholding tax upon any gain they realize
from the transfer of our shares, if such income is regarded as income from sources within the PRC. We have been advised by Commerce & Finance Law Offices that it is uncertain whether such income would be regarded as income from
sources within the PRC because whether the Company would be regarded as a PRC resident enterprise is not clear. If we are required under the new PRC tax law to withhold PRC withholding tax on our dividends payable to our
non-PRC corporate shareholders, or on any gains of the transfer of their shares, your investment in our ordinary shares may be affected.

Given the lack of detailed implementation rules, we cannot assure you that we will qualify for any tax exemptions or reductions under the new PRC tax law. If the income tax is levied on the dividends we obtain from any foreign-invested
enterprises, our business, financial condition and results of operations could be materially and adversely affected as a result.



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Risks Related to Our Common Stock

Our principal shareholder and chief executive officer beneficially owns a substantial portion of our common stock. As a result, the trading price for our shares may be depressed due to market perception that our
principal shareholder and chief executive officer will be able to take actions that may be adverse to your interests.

Jeffrey Kang,
our principal shareholder and chief executive officer, directly and through entities he controls, currently beneficially owns approximately 29.21% of our issued and outstanding common stock. This significant concentration of share ownership may
adversely affect the trading price of our common stock because investors, often perceive a disadvantage in owning shares in a company with only one or very few controlling shareholders. Furthermore, Mr. Kang has the ability to significantly
influence the outcome of all matters requiring shareholder approval, including the election of directors and approval of significant corporate transactions, such as mergers, consolidations or the sale of substantially all of our assets. This
concentration of ownership may have the effect of delaying or preventing a change of control, including a merger, consolidation or other business combination involving us, or discouraging a potential acquirer from making a tender offer or otherwise
attempting to obtain control, even if such a change of control would benefit you.

We may be unable to maintain an effective system of internal
control over financial reporting, and as a result we may be unable to accurately report our financial results.

Our reporting
obligations as a public company place a significant strain on our management, operational and financial resources and systems. If we fail to maintain an effective system of internal control over financial reporting, we could experience delays or
inaccuracies in our reporting of financial information, or non-compliance with SEC reporting and other regulatory requirements. This could subject us to regulatory scrutiny and result in a loss of public confidence in our management, which could,
among other things, adversely affect our stock price.

The trading prices of our shares have been and are likely to continue to be volatile, which
could result in substantial losses to you.

The trading prices of our shares have been and are likely to continue to be volatile.
Since January 1, 2006, the trading price of our shares on the Nasdaq Global Market has ranged from $2.49 to $22.15 per share, and the last reported sale price on March 13, 2009 was $6.91 per share. The trading prices of our shares could
fluctuate widely in response to factors beyond our control. In particular, the performance and fluctuation of the market prices of other companies with business operations located mainly in China that have listed their securities in the United
States may affect the volatility in the price of and trading volumes for our shares. Recently, a number of PRC companies have listed their securities, or are in the process of preparing for listing their securities, on U.S. stock markets. Some of
these companies have experienced significant volatility, including significant price declines after their initial public offerings. The trading performances of these PRC companies securities at the time of or after their offerings may affect
the overall investor sentiment towards PRC companies listed in the United States and consequently may impact the trading performance of our shares. These broad market and industry factors may significantly affect the market price and volatility of
our shares, regardless of our actual operating performance.

In addition to market and industry factors, the price and trading volume for
our shares may be highly volatile for specific business reasons. In particular, factors such as variations in our revenues, earnings and cash flow, announcements of new investments, cooperation arrangements or acquisitions or sales of large blocks
of our shares, could cause the market price for our shares to change substantially. Any of these factors may result in large and sudden changes in the volume and trading price of our shares. In the past, following periods of volatility in the market
price of a companys securities, shareholders have often instituted securities class action litigation against that company. If we were involved in a class action suit, it could divert the attention of senior management, and, if adversely
determined, could have a material adverse effect on our financial condition and results of operations.



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Future sales of shares could have an adverse effect on the market price of our common stock.

A significant portion of our shares are held by a small number of shareholders. Historically, trading volume of our shares has been relatively low. Sales
by our current shareholders of a substantial number of shares could significantly reduce the market price of our common stock. These sales could also impede our ability to raise future capital.

As of December 31, 2008, we had 35,231,661 shares of common stock outstanding, which shares will be able to be sold in the public market in the near
future, subject to, with respect to shares of common stock held by affiliates and shares issued between 12 and 24 months ago, the volume restrictions and/or manner of sale requirements of Rule 144 under the Securities Act. These shares are freely
tradable without restriction or further registration, subject to the related prospectus delivery requirements.

As of December 31,
2008, we had stock options, equity share units, performance shares, warrants and shares issuable in relation to our acquisitions which may result in a significant number of shares entering the public market and the dilution of our common stock. In
addition, in the event that any future financing should be in the form of securities convertible into, or exchangeable for, equity securities, investors may experience additional dilution upon the conversion or exchange of such securities.



|ITEM 1B. | UNRESOLVED STAFF COMMENTS
|-------- | -------------------------

Not applicable.



|ITEM 2. | PROPERTIES
|------- | ----------

We lease properties with a total area
of approximately 120,000 square feet in 20 locations in China including Shenzhen, Shanghai, Beijing, Hangzhou and Hong Kong. Approximately 20,000 square feet is for our corporate headquarters located in Shenzhen, approximately 45,000 square feet is
for our research and development centers in Shenzhen and Shanghai, approximately 35,000 square feet is for our representative offices located in the other cities, and approximately 20,000 square feet is used for manufacturing of our proprietary
lightning protection product for wireless base stations. These leases have remaining terms ranging from 1 to 21 months.

We believe that
our existing facilities and equipment are well maintained and in good operating condition, and are sufficient to meet our needs for the foreseeable future.



|ITEM 3. | LEGAL PROCEEDINGS
|------- | -----------------

We are not currently involved in
any material litigation. From time to time, we may be also involved in litigation arising in the normal course of our business.



|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|------- | ---------------------------------------------------

At its Annual Meeting of shareholders held on December 22, 2008, the Company submitted the following matters to a vote of its shareholders:



|1. | Election of Directors:
|-- | ----------------------



|                 |  |            |  |               
|---------------- |  | ---------- |  | --------------
|Name of Director |  | Votes For  |  | Votes Withheld
|Jeffrey Kang     |  | 29,762,003 |  | 714,322       
|                 |  |           
|George Mao       |  | 28,479,194 |  | 1,997,131     
|                 |  |           
|Q.Y. Ma          |  | 29,832,944 |  | 643,381       
|                 |  |           
|Frank Zheng      |  | 29,832,944 |  | 643,381       
|                 |  |           
|J P Gan          |  | 28,598,869 |  | 1,877,456     



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|2. | Appointment of KPMG as the independent registered public accounting firm of the Company:
|-- | ----------------------------------------------------------------------------------------



|           |  |               |  |            
|---------- |  | ------------- |  | -----------
|Votes For  |  | Votes Against |  | Abstentions
|30,335,355 |  | 104,055       |  | 36,915     

PART II



|ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|------- | ------------------------------------------------------------------------------------------------------------

Market Prices of Common Stock

Our common stock is
quoted on the Nasdaq Global Select Market under the symbol COGO. The following table sets forth the reported high and low sale prices for our common stock for the periods indicated. These prices represent prices between dealers, without
adjustment for retail mark-ups, mark-downs or commissions, and may not necessarily represent actual transactions.



|                  |  |       |  |      |  |       |  |      
|----------------- |  | ----- |  | ---- |  | ----- |  | -----
|                  |  | 2008  |  | 2007
|Dollars Per Share |  | High  |  | Low  |  | High  |  | Low  
|Quarter:          |  |       |  |      |  |       |  |      
|First             |  | 16.18 |  | 8.88 |  | 19.64 |  | 14.10
|Second            |  | 14.02 |  | 9.05 |  | 19.76 |  | 15.72
|Third             |  | 9.19  |  | 3.75 |  | 18.41 |  | 13.60
|Fourth            |  | 5.50  |  | 2.46 |  | 22.50 |  | 15.36

The closing price of our common stock on March 9, 2009 as reported by the Nasdaq Global
Select Market was $6.26.

Shareholders

As of March 9, 2009, there were 35,633,886 shares of our common stock outstanding, and we had approximately 168 shareholders of record. The transfer agent and registrar for our common stock is American Stock Transfer & Trust
Company.

Dividends

Prior to the share
exchange with Trident on July 22, 2004, we declared dividends of RMB41.4 million ($5.0 million) on our common stock. In September 2004, we paid our shareholders of record prior to the share exchange such dividends. During the last four fiscal
years we have not declared any other cash dividends on our common stock.

We currently intend to retain our future earnings, if any, to
finance the further development and expansion of our business and do not intend to pay cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of



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our board of directors and will depend on our financial condition, results of operations, current and anticipated cash needs, restrictions contained in
current or future financing instruments, plans for expansion and such other factors as our board of directors deems relevant.

Our PRC
operating companies are required, where applicable, to allocate a portion of their net profit to certain funds before distributing dividends, including at least 10% of their net profit to certain reserve funds until the balance of such fund has
reached 50% of their registered capital. These reserves can only be used for specific purposes, including making-up cumulative losses of previous years, conversion to our equity capital, and application to business expansion, and are not
distributable as dividends. Our PRC operating companies are also required, where applicable, to allocate an additional 5% to 10% of their net profits to a common welfare fund. For risks associated with the uncertainty in our receipt of the
equivalent economic interest in connection with the equity interest in Shenzhen Comtech, see Risk factorsPRC laws and our corporate structure may restrict our ability to receive dividends and payments from, and transfer funds to, our PRC
operating companies, which may negatively affect our results of operations and restrict our ability to act in response to changing market condition.; See Risk factors  Our global income and your capital gain may be subject to PRC tax
under the new PRC tax law, which may have an effect on our results of operations and your investment, respectively.

Recent Sales of Unregistered
Securities

None.

Equity Compensation
Plan Information

See Item 11. Executive Compensation for the aggregate information regarding our equity compensation plans
in effect on December 31, 2008.



|ITEM 6. | SELECTED FINANCIAL DATA
|------- | -----------------------

The following selected
consolidated statement of income data for the five years ended December 31, 2008 and selected consolidated balance sheet data as of December 31, 2008, 2007, 2006, 2005 and 2004, presented below are derived from our audited consolidated
financial statements and related notes thereto. The audited consolidated financial statements and the related notes have been prepared in accordance with U.S. GAAP and have been audited by KPMG, an independent registered public accounting firm, for
the years ended December 31, 2008, 2007 and 2006. The selected consolidated statements of income data for each of the two year periods ended December 31, 2005 and 2004 and the selected consolidated balance sheet data as of
December 31, 2006, 2005 and 2004 were derived from our audited financial statements which are not included in this report.

The
selected consolidated financial statements are reported in Renminbi. Renminbi and U.S. dollar amounts are presented in thousands, except share and per share data. This data should be read in conjunction with our Managements discussion
and analysis of financial condition and results of operations and our audited consolidated financial statements and the related notes included elsewhere in this Form 10-K.

The selected consolidated financial statement data are expressed in Renminbi (RMB), the national currency of the PRC. Solely for the
convenience of the reader, the December 31, 2008 audited consolidated financial statements have been translated into United States dollars (US$ or $) at the closing rate in New York City on December 31, 2008 for
cable transfers in RMB as certified for customers purposes by the Federal Reserve Bank of New York of US$ 1.00 = RMB6.8225. No representation is made that the RMB could have been, or could be, converted into US$ at that rate or at any other certain
rate on December 31, 2008, or at any other certain date.



26



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##### Table of Contents

Selected Consolidated Statement of Income Data



|                                                     |  |                                                    |   |  |            |   |  |            |   |  |            |   |  |            |   |  |            |  
|---------------------------------------------------- |  | -------------------------------------------------- | - |  | ---------- | - |  | ---------- | - |  | ---------- | - |  | ---------- | - |  | ---------- | -
|                                                     |  | Year Ended December 31,                            |  
|                                                     |  | 2008 $                                             |   |  | 2008 RMB   |   |  | 2007 RMB   |   |  | 2006 RMB   |   |  | 2005 RMB   |   |  | 2004 RMB   |  
|                                                     |  | (in thousands, except share and per share amounts) |  
|Net revenue                                          |  |                                                    |   |  |            |   |  |            |   |  |            |   |  |            |   |  |            |  
|Product sales                                        |  | 283,158                                            |   |  | 1,931,845  |   |  | 1,597,818  |   |  | 1,269,176  |   |  | 866,332    |   |  | 625,656    |  
|Services revenue                                     |  | 4,059                                              |   |  | 27,695     |   |  | 68,690     |   |  | 54,387     |   |  |           |   |  |           |  
|                                                     |  |                                                    |   |  |            |   |  |            |   |  |            |   |  |            |   |  |            |  
|                                                     |  | 287,217                                            |   |  | 1,959,540  |   |  | 1,666,508  |   |  | 1,323,563  |   |  | 866,332    |   |  | 625,656    |  
|Cost of sales                                        |  |                                                    |   |  |            |   |  |            |   |  |            |   |  |            |   |  |            |  
|Cost of goods sold                                   |  | (238,050                                           | ) |  | (1,624,101 | ) |  | (1,297,225 | ) |  | (1,042,951 | ) |  | (714,881   | ) |  | (530,800   | )
|Cost of services                                     |  | (2,736                                             | ) |  | (18,664    | ) |  | (46,368    | ) |  | (33,928    | ) |  |           |   |  |           |  
|                                                     |  |                                                    |   |  |            |   |  |            |   |  |            |   |  |            |   |  |            |  
|                                                     |  | (240,786                                           | ) |  | (1,642,765 | ) |  | (1,343,593 | ) |  | (1,076,879 | ) |  | (714,881   | ) |  | (530,800   | )
|Gross profit                                         |  | 46,431                                             |   |  | 316,775    |   |  | 322,915    |   |  | 246,684    |   |  | 151,451    |   |  | 94,856     |  
|Selling, general and administrative expenses         |  | (23,415                                            | ) |  | (159,745   | ) |  | (135,631   | ) |  | (90,097    | ) |  | (38,970    | ) |  | (21,092    | )
|Research and development expenses                    |  | (7,467                                             | ) |  | (50,947    | ) |  | (40,973    | ) |  | (27,977    | ) |  | (15,837    | ) |  | (6,121     | )
|Impairment loss of goodwill and intangible assets    |  | (4,948                                             | ) |  | (33,759    | ) |  |           |   |  |           |   |  |           |   |  |           |  
|Other operating income                               |  | 31                                                 |   |  | 214        |   |  | 170        |   |  | 185        |   |  | 180        |   |  | 1,110      |  
|                                                     |  |                                                    |   |  |            |   |  |            |   |  |            |   |  |            |   |  |            |  
|Income from operations                               |  | 10,632                                             |   |  | 72,538     |   |  | 146,481    |   |  | 128,795    |   |  | 96,824     |   |  | 68,753     |  
|Gain on disposal of a subsidiary                     |  |                                                   |   |  |           |   |  |           |   |  | 6,673      |   |  |           |   |  |           |  
|Interest expense                                     |  | (155                                               | ) |  | (1,056     | ) |  | (2,335     | ) |  | (2,896     | ) |  | (1,762     | ) |  | (2,156     | )
|Interest income                                      |  | 4,089                                              |   |  | 27,895     |   |  | 25,637     |   |  | 7,352      |   |  | 2,493      |   |  | 38         |  
|                                                     |  |                                                    |   |  |            |   |  |            |   |  |            |   |  |            |   |  |            |  
|Earnings before income taxes and minority interest   |  | 14,566                                             |   |  | 99,377     |   |  | 169,783    |   |  | 139,924    |   |  | 97,555     |   |  | 66,635     |  
|Income tax expense                                   |  | (325                                               | ) |  | (2,215     | ) |  | (14,275    | ) |  | (11,104    | ) |  | (6,736     | ) |  | (2,300     | )
|                                                     |  |                                                    |   |  |            |   |  |            |   |  |            |   |  |            |   |  |            |  
|Earnings before minority interest                    |  | 14,241                                             |   |  | 97,162     |   |  | 155,508    |   |  | 128,820    |   |  | 90,819     |   |  | 64,335     |  
|Minority interest                                    |  | (184                                               | ) |  | (1,255     | ) |  | (3,065     | ) |  | (5,545     | ) |  | (3,977     | ) |  | (2,133     | )
|                                                     |  |                                                    |   |  |            |   |  |            |   |  |            |   |  |            |   |  |            |  
|Net income                                           |  | 14,057                                             |   |  | 95,907     |   |  | 152,443    |   |  | 123,275    |   |  | 86,842     |   |  | 62,202     |  
|Earnings per share                                   |  |                                                    |   |  |            |   |  |            |   |  |            |   |  |            |   |  |            |  
|Basic                                                |  | 0.37                                               |   |  | 2.49       |   |  | 4.12       |   |  | 3.83       |   |  | 3.08       |   |  | 2.87       |  
|                                                     |  |                                                    |   |  |            |   |  |            |   |  |            |   |  |            |   |  |            |  
|Diluted                                              |  | 0.36                                               |   |  | 2.42       |   |  | 3.98       |   |  | 3.64       |   |  | 2.94       |   |  | 2.84       |  
|                                                     |  |                                                    |   |  |            |   |  |            |   |  |            |   |  |            |   |  |            |  
|Dividends declared per share                         |  |                                                   |   |  |           |   |  |           |   |  |           |   |  |           |   |  |           |  
|                                                     |  |                                                    |   |  |            |   |  |            |   |  |            |   |  |            |   |  |            |  
|Weighted average number of common shares outstanding |  |                                                    |   |  |            |   |  |            |   |  |            |   |  |            |   |  |            |  
|Basic                                                |  |                                                    |   |  | 38,488,861 |   |  | 36,974,100 |   |  | 32,200,044 |   |  | 28,168,274 |   |  | 21,690,560 |  
|                                                     |  |                                                    |   |  |            |   |  |            |   |  |            |   |  |            |   |  |            |  
|Diluted                                              |  |                                                    |   |  | 39,585,921 |   |  | 38,306,969 |   |  | 33,829,519 |   |  | 29,507,939 |   |  | 21,885,053 |  
|                                                     |  |                                                    |   |  |            |   |  |            |   |  |            |   |  |            |   |  |            |  
|Selected Consolidated Balance Sheet Data             |  |                                                    |   |  |            |   |  |            |   |  |            |   |  |            |   |  |            |  
|Cash                                                 |  | 100,605                                            |   |  | 686,379    |   |  | 919,650    |   |  | 375,147    |   |  | 177,098    |   |  | 41,444     |  
|Accounts receivable, net                             |  | 72,993                                             |   |  | 497,992    |   |  | 418,329    |   |  | 278,589    |   |  | 267,543    |   |  | 168,989    |  
|Property and equipment, net                          |  | 2,637                                              |   |  | 17,993     |   |  | 17,848     |   |  | 12,395     |   |  | 6,904      |   |  | 3,317      |  
|Total assets                                         |  | 247,242                                            |   |  | 1,686,810  |   |  | 1,840,540  |   |  | 907,098    |   |  | 668,935    |   |  | 309,167    |  
|Total current liabilities                            |  | 37,766                                             |   |  | 257,662    |   |  | 361,114    |   |  | 241,534    |   |  | 153,777    |   |  | 118,955    |  
|Total liabilities and minority interest              |  | 41,460                                             |   |  | 282,866    |   |  | 386,672    |   |  | 243,180    |   |  | 162,376    |   |  | 123,159    |  
|Total stockholders equity                           |  | 205,782                                            |   |  | 1,403,944  |   |  | 1,453,868  |   |  | 663,918    |   |  | 506,559    |   |  | 186,008    |  



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|ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

The following discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated financial
statements and the notes to those financial statements appearing elsewhere in this Form 10-K. This discussion contains forward-looking statements that involve significant risks and uncertainties. As a result of many factors, such as those set forth
under Forward Looking Statements and Item 1A. Risk Factors and elsewhere in this Form 10-K, our actual results may differ materially from those anticipated in these forward-looking statements.

Overview

We provide customized module design
solutions for a diverse set of applications and end markets, serving as a gateway for our technology component suppliers to access leading electronics manufacturers in China. Our customized module design solutions allow our customers to take
advantage of technology components from reputable suppliers in an efficient and cost-effective manner, thus reducing their time-to-market and lowering their overall costs. Our close collaboration with our customers product development teams
provides us with a unique understanding of their needs, enabling us to customize our suppliers technology components with module designs that meet our customers needs. In addition, in 2006 and 2007, we began offering technology and
engineering, and software design services in China, respectively.

We are focused on the mobile handset, telecommunications equipment,
industrial business and digital media end-markets in China. In the mobile handset end-market, we provide module solutions for functionalities such as LCD, camera, power supply and Bluetooth; in the telecommunications equipment end-market, we provide
solutions for PSTN switching, optical transmitters, electrical signal processing and optical signal amplification; in the industrial business end-market, which commenced in the beginning of 2008, we provide industrial solutions for the green energy
and auto-electronics sectors; and in the digital media end-market, we provide solutions for digital set-top boxes and GPS applications. Over the course of our operating history, we have worked with over 1,200 customers, including a majority of the
most established manufacturers in the mobile handset, telecommunications equipment and



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digital media end-markets in China such as ZTE, Huawei and Lenovo. In addition to these original equipment manufacturers, or OEMs, our other customers
include industry participants that support these OEMs, such as subsystem designers and contract manufacturers. In developing customized module design solutions for use in our customers products, we collaborate closely with over 30 suppliers of
technology components, including many large multinational companies such as Broadcom, JDS Uniphase, Matsushita and Foxconn. In addition, in October 2006, we became one of the first China-based companies to license software technology and have access
to selected source codes directly from Microsoft.

We have two reportable operating segments: product sales consisting of revenues
generated by providing customized module design solutions focusing primarily in the mobile handset, telecommunications equipment, industrial business and digital media end-markets, and services revenue, generated by providing technology and
engineering services, network system integration and related training and maintenance services.

Principal Factors Affecting Our Results of Operations

The major factors affecting our results of operations and financial condition include:

Revenue mix. Our net revenue and gross profit are affected by our product mix. Over the last year, digital media related sales, which have
generally higher profit margins than our mobile handset module related sales and our telecommunications equipment module related sales, have constituted a significantly greater portion of our total net revenue as compared to previous years.

Growth in end-market industries. The rapid growth of the domestic mobile handset, telecommunications equipment, industrial business
and digital media end-markets have been important growth drivers for Chinas electronics manufacturing industries. Specific markets that we expect to experience continued growth are the data communications market, consisting of asymmetric
digital subscriber line (ADSL) modems and Voice over Internet Protocol (VoIP) equipment; the routers and network security equipment markets; the optical transmission systems market; the fixed line telecommunications network market, as well as the
digital media market particularly relating to digital TV and GPS applications. Increased domestic consumer spending power has contributed to rapid growth in these markets. This growth in domestic consumer spending power in turn has driven, and we
believe will continue to drive, growth in the electronics manufacturing businesses supporting hardware OEMs, including those engaged in the customized design of module solutions such as ourselves. However, these industries and the respective
domestic manufacturers that operate in these industries may not continue to grow their sales at historical levels, if at all. The stagnation or reduction in overall demand for mobile handset, telecommunications equipment, industrial business and
digital media products could materially affect our results of operations.

Increase in exports. We believe that the development of a
highly-skilled, low-cost manufacturing base has also enabled Chinas domestic mobile handset, telecommunications equipment and digital consumer electronics manufacturers to be competitive in the global marketplace. As an example, Huawei has
become a major supplier of telecommunications equipment to international customers, while ZTE, a major manufacturer of mobile handset and telecommunications equipment in China, as well as other telecommunications equipment and mobile handset
manufacturers, have also begun to expand overseas. We believe that growth in the export market will likely have a positive effect on our results of operations and financial condition, as it should increase the demand for our solutions, particularly
among our mobile handset and digital media clients.

Growth by entering new end-markets, strengthening in-house capabilities and
leveraging our customer base. In 2005, we began targeting the digital media end-market and, over time, we intend to develop integrated circuit and application software design capabilities and provide solutions based on our own proprietary
technology. In the first quarter of 2005, we began generating sales from customized module design solutions for digital home entertainment products, primarily for digital set-top boxes, through sales to our existing end-customers, Haier, Konka,
Lenovo and TCL. We have since then grown our revenues generated from this market from constituting 10.8% of our 2005 revenue to 30.1% of our 2008 revenue. We anticipate that sales related to the digital media end-markets will generally have higher
profit margins than our mobile handset and telecommunications equipment modules related sales, though such higher margins may decline over time as this industry mature. We will also look for opportunities to expand into new end markets that we
believe represent significant growth opportunities.



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Our success in the digital media end-market will depend, in significant part, on our ability to leverage
our existing customer base. We expect to continue to incur additional research and development expenses, through hiring additional engineering personnel to develop new solutions and expanding our intellectual property and technological capabilities,
to meet the needs of our customers that have expanded into or are expected to expand into the digital media end-market.

General
economic and market conditions.Due to a tough market conditions, the level of consumer and information technology spending has declined and reduced the demand for our mobile handsets since the third quarter of 2008. Furthermore, our profit
margins have been reduced since we strategically lowered our pricing in order to grow the business in a slowing economic environment. Our other businesses, such as telecommunications and digital medial products, continue to show solid growth, driven
by stable infrastructure investments in the PRC.

Net Revenue

Product sales

For our component sales segment, we do not charge our customers an independent design
fee. Instead, our business model is to generate revenue by reselling a limited number of specific components required in our module reference design. The difference between the purchase price we pay our suppliers for these components and our sales
price to the customer for these components compensates us for our design, technical support and distribution services. Our net revenue is net of a 17% value-added tax, or VAT.

Our broad and diversified customer base includes many of the major domestic mobile handset, telecommunications equipment and digital consumer electronics
manufacturers in China. In addition, our customers include industry participants supporting these OEMs, such as subsystem designers and contract manufacturers in China, as well as international manufacturers who have begun to manufacture
end-products in China for the domestic and international market. Our three largest customers in the mobile handset market in terms of 2008 net revenue were ZTE, both a large domestic mobile handset manufacturer and one of the largest
telecommunications equipment manufacturers in China, TCL and Beijing Tianyu Communication Equipment. Our two largest customers from the telecommunications equipment industry in terms of 2008 net revenue were ZTE and Wuhan Research Institute of
Post & Telecommunications, a major telecommunications equipment manufacturer in China. Our largest customer in the digital media end-market in terms of 2008 net revenue was T&W Electronics, a major broadband terminal equipment and
digital consumer electronic provider in China. During 2008, ZTE, T&W Electronics, Wuhan Research Institute of Post & Telecommunications, Beijing Tianyu Communications Equipment and TCL, accounted for 11.6%, 10.2%, 5.3%, 3.5% and 3.2% of
our net revenue, respectively.

Our net revenue are subject to seasonal fluctuation and periods of increased demand. All product module
sales are typically highest in the fourth quarter of the year due to desire by OEMs to spend remaining budgets allocated for a given period, usually on an annual basis. Net revenue have historically been lowest in the first quarter of the year due
to the Chinese New Year holiday and the general reduction in sales following the holiday season. The digital media industry also experiences cyclical fluctuations, as well as fluctuations in how quickly certain new digital media products and
technologies are adopted by the market. These sales patterns may not be indicative of future sales performance.

Services Revenue

We provide technology and engineering services, and related training and maintenance services to our customers. We generate revenue when
our services are rendered and acknowledged by our customers. Our service revenue is net of business tax.

Cost of Sales

Our cost of sales comprises cost of goods sold and cost of services.



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##### Table of Contents

Cost of Goods Sold

Cost of goods sold primarily consists of the purchase of components from suppliers. We develop our customized module design solutions based on specific technology components purchased from suppliers in our target
end-markets. Our list of over 30 key suppliers includes Broadcom (integrated circuit and Bluetooth), Foxconn (LCD display), JDS Uniphase (optoelectronic components), M-Systems (flash memory, DiskOnChip), Matsushita (switches), Sambu (speakers) and
Freescale Semiconductor (automotive solutions). We typically issue purchase orders to our suppliers only after we receive customer orders, enabling us to maintain low inventory levels and, in turn, minimize risks typically associated with holding
inventory. During 2008, based on cost of sales, we purchased approximately 31.7%, 12.6%, 7.5% and 5.1% of the components sold to our customers from Broadcom, Foxconn, Matsushita and JDS Uniphase and its affiliated entities, respectively. If we lose
a key supplier, or a supplier reduces the quantity of products it sells to us, does not maintain a sufficient inventory level of products required by us or is otherwise unable to meet our demands for its components, we may have to expend significant
time, effort and other resources to locate a suitable alternative supplier and secure replacement components. Even if we are able to find a replacement supplier, we may be required to redevelop the customized module design solution to effectively
incorporate the replacement components.

Cost of Services

Cost of services consists of direct staff costs and other direct related costs for providing engineering and technology services including training and
materials.

Operating Expenses

Selling, General and Administrative Expenses

Our selling expenses include expenditures to promote our new module solutions
and gain a larger customer base, personnel expenses and travel and entertainment costs related to sales and marketing activities, and freight charges. We expense all these expenditures as they are incurred. Selling expenses are expected to continue
to grow in the future as we diversify by developing and acquiring new design capabilities and expanding into new end-markets. Also included in selling expenses are allowance for doubtful accounts.

General and administrative expenses include compensation and benefits for our general and administrative staff, professional fees, amortization of
intangible assets, foreign exchange losses and general travel and entertainment costs. We expense all general and administrative expenses as they are incurred. We expect that general and administrative expenses will continue to increase for the
foreseeable future as a result of our expected continued growth and the continuing costs of complying with U.S. rules and regulations necessary to maintain our listing in the United States.

Research and Development Expenses

Research and development expenses consist primarily of salaries and related costs of the employees engaged in research, design and development activities; the costs for design and testing; the cost of parts for prototypes; equipment
depreciation; and third party development expenses. We expense research and development expenses as they are incurred. As of December 31, 2008, we had approximately 252 engineers and other technical employees engaged in research and development
related activities to develop new customized module design solutions targeted at the mobile handset, telecommunications equipment, industrial business and digital media industries. As a result of additional costs incurred in developing new
customized module design solutions, and an increasing headcount in our R&D department, research and development expenses were higher in 2008 than they were in 2007, and we expect that our research and development expenses, including those
relating to the planned hiring of additional research and development personnel, will increase in the future as we seek to expand our business by developing new customized module design solutions and penetrating new end-markets, and as we seek to
grow our engineering services business.



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Minority Interests

After July 31, 2008, minority interest consisted of 30% of the outstanding equity interest in Long Rise. For the year ended December 31, 2008, approximately 1.9% of our total net revenue was generated
through this subsidiary.

Taxation

We
are a holding company incorporated in the State of Maryland and conduct substantially all our operations through our PRC operating companies. Although we are subject to United States taxation, we do not anticipate incurring significant United States
income tax liability for the foreseeable future because:



| |  |  | we do not conduct any material business in the United States,
| | - |  | -------------------------------------------------------------



| |  |  | the earnings generated from our non-U.S. operating companies are generally eligible for a deferral from United States taxation until such earnings are repatriated
to the United States, and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | we believe that we will not generate any significant amount of income inclusions under the income imputation rules applicable to a United States company that owns
controlled foreign corporations for United States federal income tax purposes.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our subsidiaries that are
incorporated in Cayman Islands and the British Virgin Islands are not subject to income taxes in those jurisdictions.

Our subsidiaries
incorporated in Hong Kong, Comtech Hong Kong, Comtech Broadband, Keen Awards , Rise Year and Hong Kong JJT are subject to taxes on their profits in Hong Kong at 16.5% for 2008, and 17.5% for 2007 and 2006.

Prior to January 1, 2008, the PRC statutory tax rate was 33%. Shenzhen Comtech, Comtech, Communication, Comtech Software, Comloca, Epcot, Huameng
PRC and Viewtran PRC (collectively the Shenzhen Subsidiaries), being located in the Shenzhen Special Economic Zone in the PRC, are subject to a reduced tax rate of 15%. Since the Shenzhen Subsidiaries have agreed to operate for a minimum
of 10 years in the PRC, the Shenzhen Subsidiaries are entitled to a tax holiday of a two-year tax exemption followed by three-year 50% tax reduction from the first profit making year after offsetting accumulated tax losses of the respective Shenzhen
Subsidiaries.

On March 16, 2007, the National Peoples Congress passed the new Corporate Income Tax law (the new CIT
law) which sets the income tax rate to 25% for all companies. The new CIT law was effective as of January 1, 2008. The new CIT law provides a five-year transition period from its effective date for those companies which were established
before March 16, 2007 and which were entitled to a preferential lower tax rate under the then effective tax laws or regulations, as well as grandfathering tax holidays. The transitional tax rates are 18%, 20%, 22%, 24% and 25% for 2008, 2009,
2010, 2011 and 2012 onwards, respectively. For the Shenzhen Subsidiaries that were entitled to a tax holiday such as the two-year tax exemption followed by a three-year 50% tax reduction from the first profit making year after offsetting accumulated
tax losses, the Shenzhen Subsidiaries continue to be entitled to the tax holiday and for Comloca and Huameng PRC which had not commenced their respective tax holiday as of December 31, 2007, the new CIT law requires the tax exemption period to
begin on January 1, 2008.

Based on the above, the Shenzhen Subsidiaries are subject to the following tax rates:



| |  |  | Shenzhen Comtech was subject to a tax rate of 15% in 2006 and 2007, and a tax rate of 18% in 2008
| | - |  | -------------------------------------------------------------------------------------------------



| |  |  | Comtech Communications was subject to a tax rate of 7.5% in 2006 and 2007, and a tax rate of 18% in 2008
| | - |  | --------------------------------------------------------------------------------------------------------



| |  |  | Comtech Software was under a tax holiday in 2006 and subject to tax rates of 7.5% and 9% for 2007 and 2008, respectively
| | - |  | ------------------------------------------------------------------------------------------------------------------------



| |  |  | Comloca and Huameng PRC had no assessable profits up to 2007 and were under tax holidays in 2008
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | Viewtran PRC had no assessable profits up to 2006 and was under tax holidays in 2007 and 2008
| | - |  | ---------------------------------------------------------------------------------------------



| |  |  | Epcot had no assessable profits up to 2006 and was under tax holidays in 2007 and 2008
| | - |  | --------------------------------------------------------------------------------------

As a result of the incentives above, our operations have historically been subject to relatively low tax liabilities, which will increase in the near
future. See Risk factorsOur financial results benefit from tax concessions granted by the PRC government, the change to or expiration of which would materially change our results of operations. Our effective tax rate was 2.2%, 8.4%
and 7.9% in 2008, 2007 and 2006, respectively. Included in the income tax expense for the year ended December 31, 2008 was a deferred income tax benefit of RMB10.8 million as a result of the amortization of intangible assets and impairment of
goodwill and intangible assets of RMB28.7 million and RMB33.8 million, respectively.



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Basis of Presentation

Our financial statements reflect the historical consolidated operations of Comtech Cayman. In the July 2004 share exchange with Trident, the stockholders of Comtech Cayman received in exchange for our business
approximately 91.2% of the then-outstanding common stock of Trident. This share exchange transaction was accounted for as a reverse acquisition in which Comtech Cayman was deemed the accounting acquirer and Trident was deemed the legal acquirer. In
connection with the share exchange, we changed our name to Comtech Group, Inc. from Trident.

As a result of the share exchange
transaction:



| |  |  | the historical financial statements of Trident for periods prior to the date of the share exchange transaction are no longer presented;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the historical financial statements for periods prior to the date of the transaction are those of Comtech Cayman, as the accounting acquirer;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | all references to the financial statements apply to the historical financial statements of Comtech Cayman prior to the transaction; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the number of our shares of common stock has been restated retroactively to reflect the share exchange ratio as at the date of the share exchange transaction.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------

In order to exercise control over Shenzhen Comtech (a PRC operating company legally permitted to engage in a commodity
trading business), without direct shareholding by us (a U.S.-listed company and therefore a foreign-invested entity), Honghui Li, our vice president, and Huimo Chen, the mother of Jeffrey Kang, our chief executive officer, through contractual
agreements exercise control over Shenzhen Comtech, which in turn owns a controlling interest in Shanghai E&T. Under these contractual agreements, we enjoy voting control and are entitled to the economic interests associated with their equity
interest in Shenzhen Comtech and Shanghai E&T. For additional details regarding these contractual agreements, see Item 13. Certain Relationships and Related Transactions, and Director Independence.

Critical Accounting Policies and Estimates

The
preparation of our consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of our assets, liabilities, revenue and expenses. These estimates are based on our historical experience and on various
other assumptions that we believe to be reasonable. Estimates are evaluated on an ongoing basis, but actual results may differ from these estimates.

Critical accounting policies are those that, in managements view, are most important in the portrayal of our financial condition and results of operations. Those that require significant judgments and estimates
include:

Acquisition. As of December 31, 2008, our intangible assets primarily consist of customer relationships and
non-compete agreements that were acquired in connection with the acquisition of the 100% equity interest in Viewtran, the acquisition of 100% equity interest in Keen Awards, the acquisition of the remaining 45% equity interest in Comtech Broadband
and the acquisition of the 70% equity interest in Long Rise. The acquisition of Viewtran was made during 2006, the acquisitions of Keen Awards and Comtech Broadband were made during 2007, and the acquisition of Long Rise was made during 2008. For
these acquisitions, we allocate the cost of an acquired entity to the assets acquired and the liabilities assumed based on their estimated fair value on the date of acquisition. This process is commonly referred to as the purchase price allocation.
As part of the purchase price allocation, we are required to determine the fair value of any identifiable intangible assets acquired. The determination of the fair value of the intangible assets acquired involves certain judgments and estimates.
These judgments can include, but are not limited to, the cash flows that an asset is expected to generate in the future. A change in the amount allocated to identifiable intangible assets would have an offsetting effect on the amount of goodwill
recognized from the acquisition and would change the amount of amortization expense recognized related to those identifiable intangible assets. In addition, our acquisition consideration payable in relation to our acquisition of Keen Awards is
payable at various dates which is contingent upon achieving certain agreed earnings levels over an agreed measurement period. On the date of acquisition, we have recognized consideration payable of RMB63.0 million, which is equal to



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the estimated fair value of net identifiable assets. Accordingly, upon resolution of the contingency, the fair value of the consideration, which includes $4
million payable in our common stock valued as of August 31, 2007 and a 20% equity interest in Keen Awards, to be paid needs to be determined and adjustment to goodwill or against the net identifiable assets will be made in accordance with SFAS
No. 141, Business Combinations.

The fair values of our identifiable intangible assets were determined by us with inputs from
our independent appraisers using mainly the income approach. Future cash flows are predominately based on the historical pricing and expense levels, taking into consideration the relevant market size and growth factors and expected industry. The
resulting cash flows are then discounted at a rate approximating our weighted average cost of capital.

Valuation of Long-Lived Assets.We assess the impairment of long-lived assets, which include goodwill, identifiable intangible assets, and property and equipment (P&E), at least annually for goodwill or whenever events or changes
in circumstances indicate that the carrying value may not be recoverable for all long-lived assets. Changes in the underlying business could adversely affect the fair value of the enterprise and intangible asset and P&E asset groups. Important
factors which could require an impairment review include: (i) underperformance relative to expected historical or projected future operating results; (ii) changes in the manner of use of the assets or the strategy for our overall business;
(iii) negative industry or economic trends; (iv) our enterprise fair value relative to net book value.

Our impairment evaluation
of identifiable intangible assets and P&E includes an analysis of estimated future undiscounted net cash flows expected to be generated by the assets over their remaining estimated useful lives. If the estimated future undiscounted net cash
flows are insufficient to recover the carrying value of the assets over the remaining estimated useful lives, we record an impairment loss in the amount by which the carrying value of the assets exceeds the fair value. We determine fair value based
on either market quotes, if available, or discounted cash flows using a discount rate commensurate with the risk inherent in our current business model for the specific asset being valued. Major factors that influence our cash flow analysis are our
estimates for future revenue and expenses associated with the use of the asset. Different estimates could have a significant impact on the results of our evaluation. If, as a result of our analysis, we determine that our amortizable intangible
assets or other long-lived assets have been impaired, we will recognize an impairment loss in the period in which the impairment is determined. Any such impairment charge could be significant and could have a material negative effect on our results
of operations.

Our impairment evaluation of goodwill is based on comparing the fair value to the carrying value of our reporting units.
The reporting units fair value is measured using a combination of the income approach, utilizing the discounted cash flow method that incorporates our estimates of future revenues and costs for our business, and the public company comparables
approach, utilizing multiples of profit measures in order to estimate the fair value of the reporting units. The estimates we use in evaluating goodwill are consistent with the plans and estimates that we use to manage our operations. If we fail to
deliver new products, if the products fail to gain expected market acceptance, or if market conditions fail to materialize as anticipated, our revenue and cost forecasts may not be achieved and we may incur charges for goodwill impairment, which
could be significant and could have a material negative effect on our results of operations.

For one of the annual impairment review
performed during the year, we determined an impairment loss of RMB4.3 million in relation to one of the reporting units of the Component Sales segment. The impairment was due to the difficult market conditions which had led to a reduction in demand
for this reporting unit. As a result of the reduced demand, we revised our future cash flow expectations for this reporting unit. Since the carrying value exceeded the fair value of this reporting unit, which is determined by a discounted cash flow
model, a second step of the goodwill impairment test was performed to determine the amount of impairment loss based on any excess of the carrying value of the reporting units goodwill over the implied fair value of that goodwill. The implied
fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation. During the year, the Company experienced a reduction in cash flow generated from customers. As a result, the
Company compared the carrying value of the customer relationships to the undiscounted cash flow expected to be generated from those customers. For those customer relationships for which the carrying amount was larger than its estimated undiscounted
cash flow, the



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Company recorded an impairment charge to the extent the customer relationships exceeded its fair value. For the year ended December 31, 2008, the
Company recorded impairment loss for customer relationships of RMB29.5 million. If actual future demand or market conditions are less favorable than those projected by management, additional impairment charges may be required. We cannot predict the
occurrence of future impairment triggering events nor the impact that such events might have on these reported asset values. Such events may include strategic decisions made in response to the economic conditions relative to product lines,
operations and the impact of the economic environment on our customer base.

The net book values of these tangible and intangible
long-lived assets at December 31, 2008 and 2007 were as follows:



|                            |  |                          |      |        |          |        |         
|--------------------------- |  | ------------------------ | ---- | ------ | -------- | ------ | --------
|                            |  | Years ended December 31,
|                            |  | 2008                     |      | 2007  
|                            |  | Amount                   |      | Amount |          | Amount
|                            |  | (in millions)           
|Property and equipment, net |  | $                        | 2.6  |        | RMB18.0  |        | RMB17.8 
|Goodwill                    |  |                          | 17.1 |        | 116.6    |        | 99.5    
|Intangible assets, net      |  |                          | 17.7 |        | 120.6    |        | 148.7   
|                            |  |                          |      |        |          |        |         
|Total net book value        |  | $                        | 37.4 |        | RMB255.2 |        | RMB266.0
|                            |  |                          |      |        |          |        |         

Allowance for Doubtful Accounts. We establish an allowance for doubtful accounts primarily
based upon the age of receivables and factors surrounding the credit risk of specific customers. We generally do not require collateral or other security from our customers. As of December 31, 2008, our accounts receivable balance was RMB498.0
million ($73.0 million), net of an RMB37.3 million ($5.5 million) allowance for doubtful accounts. As our business grows, we expect our accounts receivable balance to increase, as could our allowance for doubtful accounts. If the financial condition
of our customers deteriorates, our uncollectible accounts receivable could exceed our current or future allowances.

Share-based
Compensation.Effective January 1, 2006, we adopted SFAS No. 123R, Share-Based Payment (SFAS No. 123R). SFAS No. 123R requires that all share-based compensation be recognized as an expense in the consolidated
financial statements and that such cost be measured at the fair value of the award and requires compensation cost to reflect estimated forfeitures. The determination of the fair value of share-based compensation awards on the date of grant using an
option-pricing model is affected by our stock price as well as assumptions regarding a number of complex and subjective variables, including our expected stock price volatility over the term of the awards, actual and projected share option exercise
behaviors, risk-free interest rate and expected dividends. Furthermore, we estimate forfeitures at the time of grant and record share-based compensation expense only for those awards that are expected to vest. If actual forfeitures differ from those
estimates, we revise the estimates used in subsequent periods which will affect the amount of employee share-based compensation expenses we recognize in our consolidated financial statements. SFAS No. 123R was adopted using the modified
prospective method of application. Under this method, we record share-based compensation expense for awards granted prior to, but not yet vested as of January 1, 2006 and for share-based awards granted after January 1, 2006. Compensation
cost is recognized on a straight line basis over the requisite service period, which is generally the same as the vesting period. Since the adoption of SFAS No. 123R, we have only granted equity share unit and performance shares to minimize the
level of estimation. Our share-based compensation expense for the years ended December 31, 2008 and 2007 was RMB40.7 million ($6.0 million) and RMB38.0 million, respectively.

We currently use authorized shares to satisfy share award exercises.

Allowance for Obsolete Inventories. We established inventory allowance for estimated obsolescence or unmarketable inventory in an amount equal to the difference between the cost of inventory and its estimated
realizable value based upon assumptions about future demand and market conditions. Management records a write-down against inventory based on several factors, including expected sales price of the item and the length of time the item has been in
inventory. If actual demand and market conditions are less favorable than those projected by management, additional inventory allowance could be required. In that event, our gross margin would be reduced.



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Taxation. We provide for income taxes in accordance with the provisions of SFAS 109,
Accounting for Income Taxes (SFAS 109). Deferred tax assets and liabilities are recognized consistent with the asset and liability method required by SFAS 109. Our deferred tax assets and liabilities primarily result
from temporary differences between the amounts recorded in our consolidated financial statements and the tax basis of our assets and liabilities.

At each balance sheet date, management assesses the need to establish a valuation allowance that reduces deferred tax assets when it is more likely than not that all, or some portion, of the deferred tax assets will not be realized. A
valuation allowance would be based on all available information including our assessment of uncertain tax positions and projections of future taxable income from each tax-paying component in each jurisdiction, principally derived from business plans
and available tax planning strategies. The deferred tax asset balance is analyzed regularly by management. Based on these analyses, we have determined that our deferred tax asset is irrecoverable and full valuation allowance is provided as of
December 31, 2008. Projections of future taxable income incorporate several assumptions of future business and operations that are apt to differ from actual experience. If, in the future, our assumptions and estimates that resulted in our
forecast of future taxable income for each tax-paying component prove to be incorrect, the valuation allowance against our deferred tax asset may be adjusted.

We adopted the provisions of FIN 48 on January 1, 2007. As a result, we apply a more likely than not recognition threshold for all tax uncertainties. FIN 48 only allows the recognition of those tax benefits that
have a greater than 50% likelihood of being sustained upon examination by the taxing authorities. As of December 31, 2008, all uncertain tax positions were considered to be more likely than not to be sustained upon examination by the relevant
authorities. If, in the future, our assumptions and estimates that resulted in the determination of sustainability prove to be incorrect, a tax expense adjustment may be necessary.

Results of Operations

Year ended December 31, 2008 compared to year ended December 31, 2007

Net Revenue.Total net revenue increased RMB293.0 million ($42.9 million), or 17.6%, in 2008 when compared to 2007. The increase was
mainly due to an increase in product sales by approximately RMB334.0 million ($49.0 million), but partly offset by a decrease in services revenue of RMB41.0 million ($6.0 million).

Product Sales

Details of product
sales by product type for the years ended December 31, 2008 and 2007 were as follows:



|                             |  |                                       |       |                 |            |  |        |   |                 |            |  |          |   |  |      |  
|---------------------------- |  | ------------------------------------- | ----- | --------------- | ---------- |  | ------ | - | --------------- | ---------- |  | -------- | - |  | ---- | -
|                             |  | Years ended December 31,              |      
|                             |  | 2008                                  |       | 2008            |            |  | 2007   |   | 2007            |            |  |          |  
|                             |  | (in millions, except for percentages) |      
|                             |  | Amount                                |       | % of NetRevenue |            |  | Amount |   | % of NetRevenue |            |  | % change |  
|Mobile handset               |  | $                                     | 101.1 |                 | RMB689.8   |  | 35.2   | % |                 | RMB672.6   |  | 40.4     | % |  | 2.6  | %
|Telecommunications equipment |  |                                       | 82.5  |                 | 563.4      |  | 28.8   |   |                 | 509.1      |  | 30.5     |   |  | 10.7 |  
|Industrial business          |  |                                       | 13.0  |                 | 88.7       |  | 4.5    |   |                 |           |  |         |   |  |     |  
|Digital media and other (1)  |  |                                       | 86.5  |                 | 589.9      |  | 30.1   |   |                 | 416.1      |  | 25.0     |   |  | 41.8 |  
|                             |  |                                       |       |                 |            |  |        |   |                 |            |  |          |   |  |      |  
|Total product sales          |  | $                                     | 283.1 |                 | RMB1,931.8 |  | 98.6   | % |                 | RMB1,597.8 |  | 95.9     | % |  | 20.9 | %
|                             |  |                                       |       |                 |            |  |        |   |                 |            |  |          |   |  |      |  



|(1) | Other includes sales of lightning protection devices for wireless base stations and storage technology solutions.
|--- | -----------------------------------------------------------------------------------------------------------------



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Product sales for the year ended 2008 was RMB1,931.8 million ($283.1 million), or RMB334.0 million
(20.9%), higher than the year ended 2007. Mobile handset related sales increased by RMB17.2 million ($2.5 million), or 2.6%, telecommunications equipment related sales increased by RMB54.3 million ($8.0 million), or 10.7%, and digital media and
other sales increased by RMB173.8 million ($25.5 million), or 41.8%. In 2008, we had a new market, industrial business, which contributed RMB88.7 million ($13.0 million) of sales for the year ended 2008. The increase in product sales was mainly
attributable to increased sales volume, which resulted from an increase in customer base, an increase in our product variety for all product markets and lower selling prices (which attracted additional customers), particularly for mobile handset
products. The wider variety of component solutions drove an increase in sales orders from some existing customers such as ZTE and T&W. The contribution to total net revenue by digital media and other sales in 2008 increased to RMB589.9 million
($86.5 million), or 30.1% of total net revenue, from RMB416.1 million, or 25.0% of total net revenue, in 2007. Though we had an increase in revenue for telecommunications equipment related sales, its contribution to total net revenue decreased from
30.5% in 2007 to 28.8% in 2008. The contribution to total net revenue by mobile handsets also decreased, from 40.4% in 2007 to 35.2% in 2008.

Services Revenue. Services revenue for the years ended December 31, 2008 and 2007 were as follows:



|                 |  |                                       |     |                 |         |  |        |   |                 |         |  |     |  
|---------------- |  | ------------------------------------- | --- | --------------- | ------- |  | ------ | - | --------------- | ------- |  | --- | -
|                 |  | Years ended December 31,              |    
|                 |  | 2008                                  |     | 2008            |         |  | 2007   |   | 2007            |        
|                 |  | Amount                                |     | % of NetRevenue |         |  | Amount |   | % of NetRevenue |        
|                 |  | (in millions, except for percentages) |    
|Services revenue |  | $                                     | 4.1 |                 | RMB27.7 |  | 1.4    | % |                 | RMB68.7 |  | 4.1 | %

Services revenue was derived from the provision of technology and engineering services, software
design, network system integration and related training and maintenance services. The decrease of RMB41.0 million ($6.0 million), or 59.7%, was mainly attributable to our strategic focus on lower-end product markets.

Gross Profit. Gross profit was RMB316.8 million ($46.4 million) in 2008, a decrease of RMB6.1 million ($0.9 million), or 1.9% when compared to
RMB322.9 million in 2007. Gross margin was 16.2% in 2008, compared to 19.4% in 2007. The decrease in both gross profit and percentage is primarily attributable to reduced selling prices for mobile handset products and a decrease in services revenue,
which has a higher margin than the other markets in which we operate.

Selling, General, Administrative, Research & Development
Expenses and impairment loss of goodwill and intangible assets.Selling, general and administrative, R&D expenses and impairment loss of goodwill and intangible assets were RMB244.5 million ($35.8 million) in the year ended 2008, or 38.4%
higher than those of the same period the prior year. The expenses for the years ended December 31, 2008 and 2007 were as follows:



|                                                  |  |                                       |      |        |          |                 |      |   |        |          |                 |      |  
|------------------------------------------------- |  | ------------------------------------- | ---- | ------ | -------- | --------------- | ---- | - | ------ | -------- | --------------- | ---- | -
|                                                  |  | Years ended December 31,              |     
|                                                  |  | 2008                                  |      | 2008   |          |                 | 2007 |   | 2007   |         
|                                                  |  | Amount                                |      | Amount |          | % of NetRevenue |      |   | Amount |          | % of NetRevenue |     
|                                                  |  | (in millions, except for percentages) |     
|Selling expenses                                  |  | $                                     | 6.7  |        | RMB45.7  |                 | 2.3  | % |        | RMB52.8  |                 | 3.2  | %
|General and administrative expenses               |  |                                       | 16.8 |        | 114.0    |                 | 5.8  |   |        | 82.8     |                 | 4.9  |  
|R&D expenses                                      |  |                                       | 7.4  |        | 51.0     |                 | 2.6  |   |        | 41.0     |                 | 2.5  |  
|Impairment loss of goodwill and intangible assets |  |                                       | 4.9  |        | 33.8     |                 | 1.7  |   |        |         |                 |     |  
|                                                  |  |                                       |      |        |          |                 |      |   |        |          |                 |      |  
|Total                                             |  | $                                     | 35.8 |        | RMB244.5 |                 | 12.4 | % |        | RMB176.6 |                 | 10.6 | %
|                                                  |  |                                       |      |        |          |                 |      |   |        |          |                 |      |  



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Selling, General and Administrative Expenses.The decrease in selling expenses in 2008 of RMB7.1
million ($1.0 million), or 13.4%, was mainly attributable to a reduction in the charge for doubtful accounts of RMB6.9 million, compared to RMB15.1 million made in 2007 offset by an increase in other selling expenses such as freight charges of
approximately RMB1.3 million as a result of increased sales volume.

The increase in general and administrative expenses of RMB31.2 million
($4.6 million), or 37.7%, was primarily attributable to an increase in amortization of intangible assets of RMB15.3 million, increased foreign exchange loss of RMB11.7 million, an increase in share-based compensation cost of RMB7.0 million. The
increase was offset in part by a decrease in general administrative expenses of RMB2.8 million.

R&D Expenses. R&D expenses
increased in 2008 by RMB10.0 million ($1.5 million), or 24.4%, as compared to 2007. The increase was primarily attributable to the increase in in-process research and development of RMB4.4 million ($0.6 million) and R&D personnel and engineers
and additional research expenditures spent for potential new markets, such as industrial business.

Interest Expense.Interest
expense decreased in 2008 by RMB1.2 million ($0.2 million) or 52.2%, as compared to 2007. The decrease in interest expense was attributable to a decrease in average interest rate and the average bank borrowing balances.

Interest Income. Interest income in 2008 amounted to RMB27.9 million ($4.1 million), compared to RMB25.6 million in 2007. The increase by RMB2.3
million ($0.3 million) was mainly attributable to the net proceeds of approximately $83.3 million from the underwritten offering in April 2007.

Income Tax. The effective tax rate for 2008 was 2.2% compared to 8.4% for 2007. Included in the income tax expense for the year ended December 31, 2008 was a deferred income tax benefit of RMB10.8 million as a result of the
amortization of intangible assets and impairment of goodwill and intangible assets of RMB28.7 million and RMB33.8 million, respectively.

Net Income; Earnings Per Share. As a result of the above items, net income for 2008 was RMB95.9 million ($14.1 million), compared to net income of RMB152.4 million in 2007. We reported basic per share earnings of RMB2.49 ($0.37) for
2008, based on 38,488,861 outstanding weighted average shares, and a diluted per share earnings of RMB2.42 ($0.36), based on 39,585,921 outstanding weighted average shares, compared to basic per share earnings of RMB4.12 for 2007, based on
36,974,100 outstanding weighted average shares, and a diluted per share earnings of RMB3.98, based on 38,306,969 outstanding weighted average shares.



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Results of Operations

Year ended December 31, 2007 compared to year ended December 31, 2006

Net Revenue.Total net
revenue increased RMB342.9 million, or 25.9% in 2007 when compared to 2006. The increase was mainly due to an increase in product sales by approximately RMB328.6 million and the new services revenue by RMB14.3 million.

Product Sales

Details of product
sales by product type for the years ended December 31, 2007 and 2006 were as follows:



|                             |  |                                       |  |                 |   |  |            |  |                 |   |  |          |  
|---------------------------- |  | ------------------------------------- |  | --------------- | - |  | ---------- |  | --------------- | - |  | -------- | -
|                             |  | Years ended December 31,              | 
|                             |  | 2007                                  |  | 2007            |   |  | 2006       |  | 2006            |   |  |          |  
|                             |  | Amount                                |  | % of NetRevenue |   |  | Amount     |  | % of NetRevenue |   |  | % change |  
|                             |  | (in millions, except for percentages) | 
|Mobile handset               |  | RMB 672.6                             |  | 40.4            | % |  | RMB525.4   |  | 39.7            | % |  | 28.0     | %
|Telecommunications equipment |  | 509.1                                 |  | 30.5            |   |  | 455.2      |  | 34.4            |   |  | 11.8     |  
|Digital media and other (1)  |  | 416.1                                 |  | 25.0            |   |  | 288.6      |  | 21.8            |   |  | 44.2     |  
|                             |  |                                       |  |                 |   |  |            |  |                 |   |  |          |  
|Total product sales          |  | RMB1,597.8                            |  | 95.9            | % |  | RMB1,269.2 |  | 95.9            | % |  | 25.9     | %
|                             |  |                                       |  |                 |   |  |            |  |                 |   |  |          |  



|(1) | Other includes sales of lightning protection devices for wireless base stations and storage technology solutions.
|--- | -----------------------------------------------------------------------------------------------------------------

Product sales for the year ended 2007 was RMB1,597.8 million, or RMB328.6 million or 25.9% higher than the year ended 2006. Mobile handset related sales
increased by RMB147.2 million, or 28.0%, telecommunications equipment related sales increased by RMB53.9 million, or 11.8%, and digital media and other sales increased by RMB127.5 million, or 44.2%. The increase in product sales was mainly
attributable to stable growth in sales volume, which resulted from an increase in our customer base and an increase in our product types for all markets. The wider variety of product solutions drove the increase in sales orders from some existing
customers, such as ZTE. The newly introduced business lines in digital media markets, such as home entertainment products also contributed to the increase. The contribution to total net revenue by digital media and other sales in 2007 increased to
RMB416.1 million, or 25.0% of total net revenue, from RMB288.6 million, or 21.8% of total net revenue, in 2006. Though we had an increase in revenue amounts for telecommunications equipment related sales, its contribution to total net revenue
decreased from 34.4% in 2006 to 30.5% in 2007 due to significant growth in our digital media business. The contribution to total net revenue by mobile handsets remained consistent in 2007 as compared to 2006 (40.4% in 2007 and 39.7% in 2006).

Services Revenue. Services revenue for the years ended December 31, 2007 and 2006 were as follows



|                 |  |                                       |  |                 |   |  |         |  |                 |  
|---------------- |  | ------------------------------------- |  | --------------- | - |  | ------- |  | --------------- | -
|                 |  | Years ended December 31,              | 
|                 |  | 2007                                  |  | 2007            |   |  | 2006    |  | 2006            |  
|                 |  | Amount                                |  | % of NetRevenue |   |  | Amount  |  | % of NetRevenue |  
|                 |  | (in millions, except for percentages) | 
|Services revenue |  | RMB68.7                               |  | 4.1             | % |  | RMB54.4 |  | 4.1             | %

Services revenue was derived from the provision of technology and engineering services, network
system integration and related training and maintenance services commencing from January 2006. The increase of RMB14.3 million, or 26.3%, was mainly attributable to greater sales generated from software design services, as a result of the
acquisition of Viewtran and Keen Awards.



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Gross Profit. Gross profit was RMB322.9 million in 2007, an increase of RMB76.2 million, or 30.9%
when compared to RMB246.7 million in 2006. The increase in both gross profit and percentage is primarily attributable to a change in product mix. Digital media module related sales have generally higher margins than the other two market sales. The
higher margin for services revenue and the fact that no inventory was written off in 2007 (as RMB7.4 million was in 2006) also contributed to the increase.

Selling, General, Administrative, and Research & Development Expenses. Selling, general and administrative and R&D expenses were RMB173.8 million in the year ended 2007, or 47.2% higher than those
of the same period the prior year. The expenses for the years ended December 31, 2007 and 2006 were as follows:



|                                    |  |                                       |  |                 |   |  |          |  |                 |  
|----------------------------------- |  | ------------------------------------- |  | --------------- | - |  | -------- |  | --------------- | -
|                                    |  | Years ended December 31,              | 
|                                    |  | 2007                                  |  | 2007            |   |  | 2006     |  | 2006            |  
|                                    |  | Amount                                |  | % of NetRevenue |   |  | Amount   |  | % of NetRevenue |  
|                                    |  | (in millions, except for percentages) | 
|Selling expenses                    |  | RMB52.8                               |  | 3.2             | % |  | RMB41.3  |  | 3.1             | %
|General and administrative expenses |  | 82.8                                  |  | 4.8             |   |  | 48.8     |  | 3.7             |  
|R&D expenses                        |  | 41.0                                  |  | 2.5             |   |  | 28.0     |  | 2.1             |  
|                                    |  |                                       |  |                 |   |  |          |  |                 |  
|Total                               |  | RMB176.6                              |  | 10.5            | % |  | RMB118.1 |  | 8.9             | %
|                                    |  |                                       |  |                 |   |  |          |  |                 |  

Selling, General and Administrative Expenses.The increase in selling expenses in 2007 of
RMB11.5 million, or 27.8%, was mainly attributable to an increase in our bad debt provision of RMB15.1 million in 2007. An increase in sales staff costs of RMB2.4 million and share-based compensation of RMB3.3 million also contributed to the
increase. Despite the increased sales volume, because of our tighter controls of costs, other indirect selling expenses such as freight charges and salesperson expenses were decreased, which was offset in part to the increase in selling expenses.

The increase in general and administrative expenses of RMB34.0 million, or 69.7%, was primarily attributable to additional salaries and
other costs associated with our new employees of RMB10.5 million and an increase in share-based compensation of RMB6.6 million. In addition, the increased amortization of intangible assets of RMB12.7 million also contributed to the increase. The
balance of the increase was contributed by increase in office access and other general administrative expense.

R&D Expenses.
R&D expenses increased in 2007 by RMB13.0 million, or 46.4%, as compared to 2006. The increase was primarily attributable to the significant increase in R&D personnel and engineers, in which the related staff cost and share-based
compensation increased by approximately RMB4.4 million and RMB8.1 million, respectively. The remaining increase resulted from additional research expenditures spent for potential new markets, such as digital media solutions.

Interest Expense.Interest expense decreased in 2007 by RMB0.6 million or 19.4%, as compared to 2006. The decrease in interest expense was
attributable to a decrease in the average interest rate and the average book borrowing balance.

Interest Income. Interest income in
2007 amounted to RMB25.6 million, compared to RMB7.4 million in 2006. The significant increase was mainly attributable to the net proceeds of approximately $83.3 million from the underwritten offering in April 2007.



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##### Table of Contents

Income Tax. The effective tax rate for 2007 was 8.4% compared to 7.9% for 2006. The increase in
the effective tax rate was primarily due to subsidiaries with higher tax rates representing a greater percentage of our revenues in 2007.

Net Income; Earnings Per Share. As a result of the above items, net income for 2007 was RMB152.4 million, compared to net income of RMB123.3 million in 2006. We reported basic per share earnings of RMB4.12 ($0.57) for 2007, based on
36,974,100 outstanding weighted average shares, and a diluted per share earnings of RMB3.98, based on 38,306,969 outstanding weighted average shares, compared to basic per share earnings of RMB3.83 for 2006, based on 32,200,044 outstanding weighted
average shares, and a diluted per share earnings of RMB3.64, based on 33,829,519 outstanding weighted average shares.

Quarterly Results of
Operations

The following table presents our supplemental selected unaudited quarterly results of operations for the eight quarters
prior to and including the quarter ended December 31, 2008. You should read the following table in conjunction with our audited consolidated financial statements and related notes contained elsewhere in this Form 10K. In our managements
opinion, we have prepared our unaudited quarterly results of operations on substantially the same basis as our audited consolidated financial statements. Due to the evolving nature of our business and other factors affecting our business as
described under Item 1A. Risk factors, our results of operations for any quarter are not necessarily indicative of results that may be expected for any future periods.



|                   |  |                                             |  |               |  |              |  |             |  |             |  |               |  |              |  |             
|------------------ |  | ------------------------------------------- |  | ------------- |  | ------------ |  | ----------- |  | ----------- |  | ------------- |  | ------------ |  | ------------
|                   |  | For the three months ended,                
|                   |  | Dec 31,2008                                 |  | Sept. 30,2008 |  | June 30,2008 |  | Mar 31,2008 |  | Dec 31,2007 |  | Sept. 30,2007 |  | June 30,2007 |  | Mar. 31,2007
|                   |  | (in millions of RMB, except per share data)
|Net revenue        |  | 561.8                                       |  | 507.8         |  | 467.9        |  | 422.0       |  | 517.2       |  | 420.4         |  | 384.8        |  | 344.1       
|Gross profit       |  | 80.0                                        |  | 70.2          |  | 84.2         |  | 82.4        |  | 100.9       |  | 81.8          |  | 74.4         |  | 65.8        
|Net income         |  | 5.1                                         |  | 9.4           |  | 44.4         |  | 37.0        |  | 44.2        |  | 41.0          |  | 38.7         |  | 28.6        
|Earnings per share |  |                                             |  |               |  |              |  |             |  |             |  |               |  |              |  |             
|Basic              |  | 0.14                                        |  | 0.24          |  | 1.14         |  | 0.95        |  | 1.13        |  | 1.07          |  | 1.05         |  | 0.86        
|Diluted            |  | 0.14                                        |  | 0.24          |  | 1.11         |  | 0.93        |  | 1.10        |  | 1.04          |  | 1.02         |  | 0.83        

The overall increase in our net revenue over the past two years was consistent with
(1) increasing dales for product solutions in Chinas domestic market as Chinas telecommunications operators continued to have stable demand, and (2) a wider variety of products (which were acquired by acquiring the operating
business that developed the products) generating revenue.

We believe that the decrease in gross profit in the later half of 2008 was
primarily attributable to our lower pricing strategy for mobile handset related sales.

The decrease in our net income in the latter half
of 2008 was primarily due to the recognition of an impairment loss of goodwill and intangible assets.

Recently Issued Accounting Pronouncements

FASB Statement No. 141(R) (SFAS No. 141(R) and FASB Statement No. 160 (SFAS No. 160)

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations and SFAS No. 160,
Noncontrolling Interests in Consolidated Financial Statements  an amendment to ARB No. 51. SFAS No. 141(R) and SFAS No. 160 require most identifiable assets, liabilities, noncontrolling interests and goodwill
acquired in a business combination to be recorded at full fair



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value and require noncontrolling interests (previously referred to as minority interest) to be reported as a component of equity, which changes the
accounting for transactions with noncontrolling interest holders. Both statements are effective for periods beginning on or after December 15, 2008, and earlier adoption is prohibited. SFAS No. 141(R) will be applied to business
combinations occurring after the effective date. SFAS No. 160 will be applied prospectively to all noncontrolling interests, including any that arose before the effective date. SFAS No. 160 is effective for the Company on January 1, 2009.
Except for the classification of minority interest as a component of equity, we do not expect the initial adoption of SFAS No. 160 will have a material impact on our consolidated financial statements.

FASB Statement No. 161 (SFAS No. 161)

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, which requires enhanced disclosures about an entitys derivatives and hedging
activities. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Since SFAS No. 161 only provides for additional disclosure requirements, management assessed
that there will be no impact on the results of operations and financial position.

Liquidity and Capital Resources

Cash Flows and Working capital

Our
accounts payable cycle typically averages approximately one month, whereas our receivables cycle typically averages approximately three months. Accordingly, additional working capital, being current assets less current liabilities, is needed to fund
this timing difference.

As at December 31, 2008, apart from the cash payable in relation to our acquisition of the subsidiaries, we
had no material commitments for capital expenditures.

As of December 31, 2008, we had approximately RMB686.4 million ($100.6 million)
in cash. We regularly review our cash funding requirements and attempt to meet those requirements through a combination of cash on hand, cash provided by operations, available borrowings under bank lines of credit and factoring facilities and
possible future public or private equity offerings. At times, we may evaluate possible acquisitions of, or investments in, businesses that are complementary to ours, which may require the use of cash. We believe that our cash, increased operating
cash flows, credit arrangements, and access to equity and debt capital markets, taken together, provide adequate resources to fund our ongoing operating expenditures for the next 12 months. In the event that they do not, we may require additional
funds in the future to support our working capital requirements or for other purposes and may seek to raise such additional funds through the sale of public or private equity, as well as from other sources.

As of December 31, 2008, we had working capital of RMB1,172.3 million ($171.8 million), including RMB686.4 million ($100.6 million) in cash, as
compared with working capital of RMB1,212.0 million including RMB919.7 million in cash as of December 31, 2007.

Operating activities
provided cash of RMB97.5 million ($14.3 million) for the year ended December 31, 2008, compared to cash generated of RMB46.4 million for the year ended December 31, 2007. The increase in cash generated from operating activities as compared
to the prior year is primarily due to tighter inventory purchase control.

Operating activities provided cash of RMB46.4 million for the
year ended December 31, 2007. The decrease in cash generated from operating activities as compared to the prior year is primarily due to an increase in accounts receivable of RMB156.3 million and an increase in inventory of RMB59.1 million.
Accounts receivable increased due to an increase in sales in the second half of 2007 which have not been settled. Cash provided by operating activities was offset in part due to an increase in accounts payable of RMB65.7 million, which results from
tight payment control in 2007.



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Investing activities used RMB117.8 million ($17.3 million) during 2008, mainly for an increase in pledged
bank deposits of RMB69.0 million ($10.1 million) and payments for the acquisition of subsidiaries of RMB41.3 million ($6.1 million). The remaining major investing activities were the purchases of fixed assets of RMB7.5 million ($1.1 million).
Investing activities used RMB91.7 million during 2007, mainly for payments for the acquisition of subsidiaries of RMB82.8 million, and for purchases of fixed assets of RMB9.0 million.

Financing activities used net cash of RMB180.6 million ($26.5 million) during 2008, primarily for purchase of treasury stock of RMB162.7 million ($23.8
million) and repayment of bank borrowings of RMB17.9 million ($2.7 million). Financing activities provided net cash of RMB625.1 million during 2007. On April 23, 2007, we publicly sold 4,400,000 shares of our common stock at USD16.6688 and
granted our underwriters, Lehman Brothers Inc., as representative of the several underwriters, an option to purchase up to an additional 660,000 shares to cover over-allotments, at the same price per share. On May 9, 2007, the underwriters
exercised their over-allotment options and we completed the sale of the over-allotment options shares. We received net proceeds of approximately RMB641.9 million. Cash was also provided by net proceeds from exercise of stock options and warrants of
RMB3.3 million. The cash inflow was reduced by repayment of bank borrowing during the 2007 of RMB20.0 million.

Distributions by our PRC
operating companies to us may be subject to governmental approval and taxation. Any transfer of funds from us to our PRC operating companies, either as a shareholder loan or as an increase in registered capital, is subject to registration or
approval with or by PRC governmental authorities, including the relevant administration of foreign exchange and/or other relevant examining and approval authorities. These limitations on the free flow of funds between us and our PRC operating
companies may restrict our ability to act in response to changing market conditions. To date, none of our PRC operating companies, including Shenzhen Comtech and Shanghai E&T, have declared or paid dividends to us, and historically, we have not
relied on such distributions for our liquidity needs. In addition, we have not declared dividends since the share exchange transaction. Our holding companies have no business operations and therefore the related expenses are relatively low,
consisting mainly of legal, accounting and other fees and expenses associated with being a holding company or, in the case of Cogo Group, Inc., a public company. Our major operating companies, Comtech Hong Kong, Comtech Broadband and Keen Awards,
Hong Kong incorporated companies, and Comtech Communication, Comtech Software and Viewtran, wholly owned foreign enterprises, are legally permitted to declare and pay dividends, enabling them to provide any funds necessary to meet the holding
companies limited operating expenses, although in the case of a wholly owned foreign enterprise, such dividends would be subject to the conditions described in Risk FactorsPRC laws and our corporate structure may restrict our
ability to receive dividend payments from, and transfer funds to, our PRC operating companies, which may negatively affect our results of operations and restrict our ability to act in response to changing market conditions. We do not expect
restrictions between us and our PRC operating companies to affect our liquidity and capital resources in the near future. For risks associated with the uncertainty in our receipt of the equivalent economic interest in connection with the equity
interest in Shenzhen Comtech, see Risk factorsPRC laws and our corporate structure may restrict our ability to receive dividends and payments from, and transfer funds to, our PRC operating companies, which may negatively affect our
results of operations and restrict our ability to act in response to changing market conditions.

Our PRC operating companies are
required, where applicable, to allocate a portion of their net profit to certain funds before distributing dividends, including at least 10% of their net profit to certain reserve funds until the balance of such fund has reached 50% of their
registered capital. These reserves can only be used for specific purposes, including making-up cumulative losses of previous years, conversion to equity capital, and application to business expansion, and are not distributable as dividends. Our PRC
operating subsidiaries are required, where applicable, to allocate an additional 5% to 10% of their net profits to a statutory common welfare fund. These reserves can only be used for specific purposes and are not distributable as dividends. For
risks associated with the uncertainty in our receipt of the equivalent economic interest in connection with the equity interest in Shenzhen Comtech or Shanghai E&T, see Risk factorsPRC laws and our corporate structure may restrict
our ability to receive dividends and payments from, and transfer funds to, our PRC operating companies, which may negatively affect our results of operations and restrict our ability to act in response to changing market conditions.



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Indebtedness

On October 7, 2005, the Group entered into a $5 million U.S. dollar denominated credit facility with Standard Chartered Bank (Hong Kong) Limited, or SCB, and a $9 million U.S. dollar denominated facility with
Bank of China, or BOC. In 2006, BOC increased the amount available under the facility $15 million. Both of the SCB and BOC facilities are guaranteed by Cogo Group, Inc. On October 10, 2008, the amount available under the facility was increased
to $41 million. Apart from income from operations, these revolving credit facilities serve as our principal source of liquidity to fund our working capital needs.

As of December 31, 2008, there was no outstanding loan balance under the SCB facility. This facility is secured by funds on deposit in an amount not less than $2 million, and bears interest from 1.5% per
annum over HIBOR or U.S. prime, depending on different kinds of borrowings made. The SCB facility is repayable on demand and SCB may immediately terminate the facility without our consent or that of any third party.

As of December 31, 2008, there was no outstanding loan balance under the BOC facility. This facility is secured by funds on deposit in an amount not
less than $15 million, and bears interest from LIBOR plus 2.25% per annum, depending on different kinds of borrowings made and is used to settle foreign exchange obligations to the extent needed. The facility is repayable on demand and BOC may
increase, reduce and/or cancel the facility by notice to us.

Some of our customers enter into arrangements with their respective banks for
purposes of settling their bills. Under such arrangements, we are entitled to collect the amounts owed directly from the customers banks when the invoice becomes due. In certain circumstances, we have arranged to transfer with recourse certain
of our bills receivable to the bank. Under this discounting arrangement, the bank pays a discounted amount to us and collects the amounts owed from the customers banks. The discount typically ranges from 4% to 6% of the balance transferred,
which is recorded as interest expense. For the year ended December 31, 2008, we had received proceeds from the sales of the bills receivable amounting to RMB74.6 million ($10.9 million), compared with RMB90.9 million for the previous year.

Contractual Obligations and Commercial Commitments

The following table sets forth our contractual payment obligations for operating leases and purchase obligations as of December 31, 2008:



|                            |  |                        |  |                 |  |           |  |           |  |                 
|--------------------------- |  | ---------------------- |  | --------------- |  | --------- |  | --------- |  | ----------------
|                            |  | Payments due by Period
|Contractual Obligations     |  | Total                  |  | Less than1 year |  | 1-3 Years |  | 3-5 Years |  | More Than5 Years
|                            |  | (in millions of RMB)  
|Operating lease obligations |  | 11.8                   |  | 8.7             |  | 3.1       |  |          |  |                
|Purchase obligations        |  | 215.9                  |  | 215.9           |  |          |  |          |  |                
|Payable for acquisitions    |  | 131.0                  |  | 131.0           |  |          |  |          |  |                
|                            |  |                        |  |                 |  |           |  |           |  |                 
|Total                       |  | 358.7                  |  | 355.6           |  | 3.1       |  |          |  |                
|                            |  |                        |  |                 |  |           |  |           |  |                 

Operating lease obligations consist primarily of operating lease agreements for our office
facilities, including our head office and research center in Shenzhen. Our leases have remaining terms ranging from one to 21 months.



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Purchase obligations consists of outstanding purchase orders for components from our suppliers. We do not
have any minimum purchase obligations with these suppliers.

Payable for acquisitions consists of amounts payable by us in relation to our
acquisition of Keen Awards Limited and the remaining minority interest of Comtech Broadband Corporation Limited in 2007 and 70% of Long Rise in 2008. The balance of RMB29.2 million ($4.3 million) payable relates to our acquisition of Keen Awards
Limited which is contingent upon achieving certain agreed earnings levels over the next year.

Off-Balance Sheet Arrangements

Apart from the discounting of receivables discussed under Indebtedness and operating lease obligations discussed under
Contractual Obligations, we have no outstanding off-balance sheet arrangements, derivative financial instruments, interest rate swap transactions or foreign currency forward contracts. We do not engage in trading activities involving
non-exchange traded contracts.



|ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|-------- | ----------------------------------------------------------

Foreign Exchange Risk

Our reporting currency is the Renminbi. Transactions in other currencies are recorded in
Renminbi at the rates of exchange prevailing when the transactions occur. Monetary assets and liabilities denominated in other currencies are remeasured into Renminbi at rates of exchange in effect at the balance sheet dates. Exchange gains and
losses are recorded in our statements of operations as a component of current period earnings.

The SAFE of the PRC, under the authority of
the Peoples Bank of China, controls the conversion of Renminbi into foreign currencies. The principal regulation governing foreign currency exchange in China is the Foreign Currency Administration Rules (1996), as amended, or the
Rules. Under the Rules, once various procedural requirements are met, Renminbi is convertible for current account transactions, including trade and service-related foreign exchange transactions and dividend payments, but not for capital
account transactions, including direct investment, loans or investments in securities outside China, without prior approval of the SAFE of the PRC, or its local counterparts.

Since July 2005, the Renminbi is no longer pegged to the U.S. dollar. Although currently the Renminbi exchange rate versus the U.S. dollar is restricted
to a rise or fall of no more than 0.3% per day and the Peoples Bank of China regularly intervenes in the foreign exchange market to prevent significant short-term fluctuations in the exchange rate, the Renminbi may appreciate or
depreciate significantly in value against the U.S. dollar in the medium to long term. Moreover, it is possible that in the future, the PRC authorities may lift restrictions on fluctuations in the Renminbi exchange rate and lessen intervention in the
foreign exchange market. As of December 31, 2008, the exchange rate of RMB to $1 was RMB6.8225.

We conduct substantially all of our
operations through our PRC operating companies, and their financial performance and position are measured in terms of Renminbi. Our solutions are primarily procured, sold and delivered in the PRC for Renminbi. The majority of our net revenue are
denominated in Renminbi.

Any devaluation of the Renminbi against the U.S. dollar would consequently have an adverse effect on our
financial performance and asset values when measured in terms of U.S. dollars. On the other hand, the appreciation of the Renminbi could make our customers products more expensive to purchase because many of our customers are involved in the
export of goods, which may have an adverse impact on their sales. A decrease in sales by our customers could have an adverse effect on our operating results. In addition, as of December 31, 2008 and 2007, we have cash denominated in U.S.
dollars amounting to RMB299.6 million ($43.9 million) and RMB763.7 million and cash denominated in Australian dollars amounting to RMB51.4 million ($7.5 million) and Nil, respectively. Also, from time to time we may have U.S. dollar denominated
borrowings. Accordingly, a decoupling of the Renminbi many affect our financial performance in the future.



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We recognized a foreign currency translation adjustment of approximately RMB44.6 million ($6.5 million)
for the year ended December 31, 2008. We do not currently engage in hedging activities, as such, we may in the future experience economic loss as a result of any foreign currency exchange rate fluctuations.

Interest Rate Risk

We are exposed to
interest rate risk arising from short-term variable rate borrowings from time to time. Our future interest expense will fluctuate in line with any change in our borrowing rates. We do not have any derivative financial instruments and believe our
exposure to interest rate risk and other relevant market risks is not material. We do not have any bank borrowings as of December 31, 2008.

Inflation

In recent years, China has not experienced significant inflation, and thus inflation has not had a material
impact on our results of operations. According to the National Bureau of Statistics of China, the change in Consumer Price Index in China was 1.5%, 4.8% and 5.9% in 2006, 2007 and 2008 respectively.



|ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|------- | -------------------------------------------

The
following financial statements and the footnotes thereto are included in the section beginning on page F-1.



| | 1. | Reports of Independent Registered Public Accounting Firm.
| | -- | ---------------------------------------------------------



| | 2. | Consolidated Balance Sheets as of December 31, 2008 and 2007.
| | -- | -------------------------------------------------------------



| | 3. | Consolidated Statements of Operations for the years ended December 31, 2008, 2007 and 2006.
| | -- | -------------------------------------------------------------------------------------------



| | 4. | Consolidated Statements of Shareholders Equity and Other Comprehensive Income for the years ended December 31, 2008, 2007 and 2006.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------



| | 5. | Consolidated Statements of Cash Flows for the years ended December 31, 2008, 2007 and 2006.
| | -- | -------------------------------------------------------------------------------------------



| | 6. | Notes to Consolidated Financial Statements.
| | -- | -------------------------------------------

The
Managements Report on Internal Control over Financial Reporting, Reports of Independent Registered Public Accounting Firm, Consolidated Financial Statements, Notes to Consolidated Financial Statements and Financial Statements Schedules which
are listed in the Index to Financial Statements and which appear beginning on page F-2 of this report are incorporated into this Item 8. Quarterly Results of Operations information is included elsewhere in this report and is incorporated into
this Item 8.



|ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|------- | ------------------------------------------------------------------------------------

None.



|ITEM 9A. | CONTROLS AND PROCEDURES
|-------- | -----------------------



| | (a) | Disclosure Controls and Procedures
| | --- | ----------------------------------

We maintain controls
and procedures designed to ensure that we are able to collect the information we are required to disclose in the reports we file with the SEC and to record, process, summarize, and disclose this information within the time periods specified in the
rules of the SEC. Based on an evaluation of our disclosure controls and procedures as of the end of the period covered by this report conducted by our management, our chief executive and chief financial officers have concluded these controls and
procedures are effective to ensure we are able to record, collect, process, and disclose the information we are required to disclose in the reports we file with the SEC within the required time periods.



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| | (b) | Managements Report on Internal Control over Financial Reporting
| | --- | ----------------------------------------------------------------

Our managements annual report on internal control over financial reporting and the related report of our independent registered public accounting firm are included in this report on pages F-2 and F-3,
respectively.



|ITEM 9B. | OTHER INFORMATION
|-------- | -----------------

None.

PART III



|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|-------- | ------------------------------------------------------

Directors and Executive Officers

The following table sets forth information about our directors and executive officers as
of March     , 2009.



|                     |  |     |  |                                                              
|-------------------- |  | --- |  | -------------------------------------------------------------
|Name                 |  | Age |  | Position                                                     
|Jeffrey Kang         |  | 39  |  | Chief Executive Officer and Chairman of the Board            
|Yi Yuan              |  | 48  |  | President                                                    
|Frank Zheng          |  | 42  |  | Chief Financial Officer, Treasurer and Secretary and Director
|Q.Y. Ma (1)(2)(3)    |  | 52  |  | Director                                                     
|JP Gan (1)(2)(3)     |  | 37  |  | Director                                                     
|George Mao (1)(2)(3) |  | 47  |  | Director                                                     



|(1) | Member of Audit Committee
|--- | -------------------------

|(2) | Member of Nominating and Governance Committee
|--- | ---------------------------------------------

|(3) | Member of Compensation Committee
|--- | --------------------------------

Jeffrey Kang,
Chairman of the Board and Chief Executive Officer. Mr. Kang was a co-founder of Cogo and has served as our chief executive officer and chairman of the board since September 1999. Mr. Kang founded Shenzhen Matsunichi Electronics
Co., Ltd. and Matsunichi Electronic (Hong Kong) Limited, a predecessor of the Company, in 1995, when Matsunichi commenced operations as a distributor for Matsushita. In 1999, Mr. Kang transferred all operations and assets of Matsunichi into the
Companys immediate predecessor. Prior to forming Matsunichi, Mr. Kang worked for Matsushita Electronics from June 1992 to July 1995 where he was responsible for selling components to the telecommunications industry within China. From 1998
to 1999, Mr. Kang was vice president of Shenzhen SME (Small and Medium Enterprises) Association, a non-profit association in Shenzhen. Mr. Kang earned a B.S. degree in Electrical Engineering from South China Technology University in
Guangzhou, China.

Yi Yuan, President. Mr. Yuan has been the President of Cogo since May 8, 2008 and was the Chief
Operating Officer from April 1, 2008 through May 8, 2008. Prior to joining Cogo, Mr. Yuan was the President of TCL Communication Technology from September 2005 to February 2008. Prior to joining TCL, he had been in various positions
at Broadcom from March 2000 to August 2005, including the Chief Representative, General Manager and Director of Sales for Greater China and the Director of Asia business



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development. Prior to joining Broadcom, he was the global business manager at Texas Instruments where he pioneered China development. Mr. Yuan received
a B.S. degree from Shanghai Jiao Tong University and obtained a M.S. degree in Electronic Engineering from Northern Illinois University.

Frank Zheng, Chief Financial Officer, Treasurer, Secretary and Director. Mr. Zheng has been Chief Financial Officer since January 1, 2008, Treasurer and Secretary from May 2008, was a director from January 2005 to December
2007 and was re-elected a director in December 2008. He was the vice president of travel service for eLong, Inc., a leading online travel service company in China, from July 2000 to June 2007. Mr. Zheng was responsible for the overall operation
of eLongs travel services. Before he joined eLong, Mr. Zheng was a senior director of travel services with Asia.com. From 1994 through 2000, Mr. Zheng held various financial and operations positions with The Bank of New York, The
Reserve Management Corp, and Dean Witter Intercapital Company. Mr. Zheng received a B.B.A degree in Accounting from City University of New York.

Q.Y. Ma, Director. Dr. Ma has been a director since December 2004. Dr. Ma has been the managing director of Time Innovation Ventures, a venture capital firm, since 2000, and served as a professor at
the University of Hong Kong from 1998 to 2000. Dr. Ma was an associate professor at Columbia University from 1994 to 2000. He has also served as a technology consultant to IBM, General Electric, TRW, Inc. and DuPont. Dr. Ma is a co-founder
and advisor of Semiconductor Manufacturing International Corp., and has served as an adviser to the Ministry of Information Industry, Beijing Government, and a senior advisor to Zhangjiang Hi-Tech Park in Shanghai. Dr. Ma received his Ph.D.
from Columbia University, and attended the Executive Program of Stanford Universitys School of Business.

JP Gan, Director.
Mr. Gan has been a director since January 2008. Mr. Gan has been a managing director of Qiming Venture Partners since January 2007. From May 2005 to December 2006, Mr. Gan was the Chief Financial Officer of KongZhong Corporation, a
Nasdaq listed wireless internet company. Prior to joining KongZhong, Mr. Gan was a director of The Carlyle Group responsible for venture capital investments in the Greater China region from May 2000 to May 2005. Mr. Gan worked at the
investment banking division of Merrill Lynch, in Hong Kong from August 1999 to May 2000, and worked at Price Waterhouse in the United States from August 1994 to September 1997. Mr. Gan obtained his Masters of Business Administration from the
University of Chicago Graduate School of Business and his Bachelor of Business Administration from the University of Iowa. He is a Certified Public Accountant in the United States.

George Mao, Director. Dr. Mao has been a director since January 2008. Dr. Mao is the co-founder and has been the general manager of RYHT
Asset Management Inc. since 2005. Before co-founding RYHT, Dr. Mao was Vice General Manager of Franklin Templeton Sealand Fund Management Co. Ltd. from May 2003 to December 2004. Dr. Mao held management positions with Pin An Securities
Company Inc. and China Eagle Securities Company overseeing IPOs from September 1999 through May 2003. Dr. Mao obtained an MBA degree and a PhD degree from the University of Western Ontario in Canada and an M.A. degree from the Chinese Academy
of Sciences, Beijing. Dr. Mao holds various board memberships including Shenzhen Cao Technology Co., Ltd. which is listed on Shenzhen Stock Exchange and Beijing Zhong Biao Fang Yuan Technology Anti-counterfeiting Company.

Board Practices

Our business and affairs are managed
under the direction of our board of directors. The primary responsibilities of our board of directors are to provide oversight, strategic guidance, counseling and direction to our management. It is our expectation that the board of directors will
meet regularly on a quarterly basis and additionally as required.

Board Committees

Our board of directors has an audit committee, a nominating and corporate governance committee, and a compensation committee, each established in 2005.
Our board of directors has determined that Dr. Ma, Mr. Gan and Dr. Mao, the members of these committees, are independent under the current independence standards of Nasdaq Marketplace Rule 4200(a)(15) and meet the criteria
for independence set forth in Rule 10A-3(b)(1) under the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act). Our board of directors has also determined that these persons have no material relationships with useither directly
or as a partner, stockholder or officer of any entitywhich could be inconsistent with a finding of their independence as members of our board of directors.



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Audit Committee

The audit committee, consisting of Dr. Ma, Mr. Gan and Dr. Mao, oversees our financial reporting process on behalf of the board of directors. The committees responsibilities include the following
functions:



| |  |  | approve and retain the independent auditors to conduct the annual audit of our books and records;
| | - |  | -------------------------------------------------------------------------------------------------



| |  |  | review the proposed scope and results of the audit;
| | - |  | ---------------------------------------------------



| |  |  | review and pre-approve the independent auditors audit and non-audited services rendered;
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | approve the audit fees to be paid;
| | - |  | ----------------------------------



| |  |  | review accounting and financial controls with the independent auditors and our internal auditors and financial and accounting staff;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| |  |  | review and approve transactions between us and our directors, officers and affiliates;
| | - |  | --------------------------------------------------------------------------------------



| |  |  | recognize and prevent prohibited non-audit services; and
| | - |  | --------------------------------------------------------



| |  |  | meeting separately and periodically with management and our internal auditor and independent auditors.
| | - |  | ------------------------------------------------------------------------------------------------------

Our board of directors has determined that Mr. Gan, the Chair of the Audit Committee, is an audit committee financial expert as defined
by the SECs rules.

Nominating And Corporate Governance Committee

The nominating and governance committee, consisting of Dr. Ma, Mr. Gan and Dr. Mao, is responsible for identifying potential candidates to
serve on our board and its committees. The committees responsibilities include the following functions:



| |  |  | making recommendations to the board regarding the size and composition of the board;
| | - |  | ------------------------------------------------------------------------------------



| |  |  | identifying and recommending to the board nominees for election or re-election to the board, or for appointment to fill any vacancy;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| |  |  | establishing procedures for the nomination process;
| | - |  | ---------------------------------------------------



| |  |  | advising the board periodically with respect to corporate governance matters and practices, including periodically reviewing corporate governance guidelines to be
adapted by the board; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | establishing and administering a periodic assessment procedure relating to the performance of the board as a whole and its individual members.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------

The nominating and corporate governance committee will consider director candidates recommended by security holders.
Potential nominees to the board of directors are required to have such experience in business or financial matters as would make such nominee an asset to the board and may, under certain circumstances, be required to be independent, as
such term is defined under independence standards applicable to the Company. Security holders wishing to submit the name of a person as a potential nominee to the board must send the name, address, and a brief (no more than 500 words) biographical
description of such potential nominee to the committee at the following address: Nominating and Corporate Governance Committee of the Board of Directors, c/o Cogo



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Group, Inc., Suite 1001, Tower C, Skyworth Building, High-Tech Industrial Park, Nanshan, Shenzhen 518057, Peoples Republic of China. Potential director
nominees will be evaluated by personal interview, such interview to be conducted by one or more members of the committee, and/or any other method the committee deems appropriate, which may, but need not, include a questionnaire. The committee may
solicit or receive information concerning potential nominees from any source it deems appropriate. The committee need not engage in an evaluation process unless (1) there is a vacancy on the board, (2) a director is not standing for
re-election, or (3) the committee does not intend to recommend the nomination of a sitting director for re-election. A potential director nominee recommended by a security holder will not be evaluated any differently than any other potential
nominee.

Compensation Committee

The
compensation committee, consisting of Dr. Ma, Mr. Gan and Dr. Mao, is responsible for making recommendations to the board concerning salaries and incentive compensation for our officers and employees and administers our stock option
plans. Its responsibilities include the following functions:



| |  |  | reviewing and recommending policy relating to the compensation and benefits of our officers and employees, including reviewing and approving corporate goals and
objectives relevant to the compensation of our chief executive officer and other senior officers; evaluating the performance of these officers in light of those goals and objectives; and setting compensation of these officers based on such
evaluations;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | administering our benefit plans and the issuance of stock options and other awards under our stock plans; and reviewing and establishing appropriate insurance
coverage for our directors and executive officers;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | recommending the type and amount of compensation to be paid or awarded to members of our board of directors, including consulting, retainer, meeting, committee and
committee chair fees and stock option grants or awards; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | reviewing and approving the terms of any employment agreements, severance arrangements, change-of-control protections and any other compensatory arrangements for
our executive officers.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Compensation Committee Interlocks And Insider Participation

No member of our compensation committee has at any time been an officer or employee of ours, or our subsidiaries. No interlocking relationship exists
between our board of directors or compensation committee and the board of directors or compensation committee of any other company, nor has any interlocking relationship existed in the past.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file
with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. These executive officers, directors, and greater than 10% beneficial owners are required by
SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons.

Based solely on our review of
such forms furnished to us and written representations from certain reporting persons, we believe that all other filing requirements applicable to our executive officers, directors and greater than 10% beneficial owners were complied with during
2008.



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Code of Ethics

On November 4, 2004, we adopted a Code of Business Conduct and Ethics that applies to our directors, officers and employees, including our chief executive officer and chief financial officerour principal
executive officer and principal financial and accounting officer, respectively. A copy of our Code of Business Conduct and Ethics is available on the Investor Information page of our website, www.comtech.com.cn.



|ITEM 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------

COMPENSATION DISCUSSION
AND ANALYSIS

Overview

This
compensation discussion describes the material elements of compensation awarded to, earned by, or paid to each of our executive officers listed in the Summary Compensation Table below (the named executive officers) during the last
completed fiscal year. This compensation discussion focuses on the information contained in the following tables and related footnotes and narrative for primarily the last completed fiscal year, but we also describe compensation actions taken before
or after the last completed fiscal year to the extent it enhances the understanding of our executive compensation disclosure.

The
compensation committee currently oversees the design and administration of our executive compensation program.

The principal elements of
our executive compensation program are base salary, annual cash incentives, long-term equity incentives in the form of stock options, other benefits and perquisites, post-termination severance and acceleration of stock option vesting for certain
named executive officers upon termination and/or a change in control. Our other benefits and perquisites consist of life and health insurance benefits.

Objectives and Philosophy

In General. The objectives of our compensation programs are to:



| |  |  | attract, motivate and retain talented and dedicated executive officers,
| | - |  | -----------------------------------------------------------------------



| |  |  | provide our executive officers with both cash and equity incentives to further the interests of us and our stockholders, and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



| |  |  | provide employees with long-term incentives so we can retain them and provide stability during our growth stage.
| | - |  | ----------------------------------------------------------------------------------------------------------------

Generally, the compensation of our executive officers is composed of a base salary, an annual incentive compensation award and equity awards in the form
of stock options. In setting base salaries, the compensation committee generally reviews the individual contributions of the particular executive. In addition, stock options are granted to provide the opportunity for long-term compensation based
upon the performance of our common stock over time. Our philosophy is to position the aggregate of these elements at a level that is commensurate with our size and sustained performance.

Elements of Compensation

Compensation consists of following elements:

Base Salary. Base salaries for our executive officers are established based on the scope of their responsibilities, taking into account competitive
market compensation paid by other companies in our industry for similar positions, and the other elements of the executive officers compensation, including share-based compensation. Our intent is to target executive base salaries near the
median of the range of salaries for executives in similar positions with similar responsibilities at comparable companies, in line with our compensation philosophy. Base salaries are reviewed annually, and may be increased annually to realign
salaries with market levels



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after taking into account individual responsibilities, performance and experience. Based on publicly available information, we believe that the base salaries
established for our executive officers are comparable to those paid by similar companies in our industry.

Annual Bonuses. Our
executive officers and certain other employees are eligible for annual cash bonuses, which are paid at the discretion of our compensation committee. The determination of the amount of annual bonuses paid to our executive officers generally reflects
a number of subjective considerations, including the performance of our company overall and the contributions of the executive officer during the relevant period.

Incentive Compensation. We believe that long-term performance is achieved through an ownership culture that encourages long-term performance by our executive officers through the use of share-based awards. We
adopted the Comtech Group, Inc. 2006 Equity Incentive Plan, which permits the grant of shares of our incentive stock options, non-qualified stock options, restricted stock, stock appreciation rights, and performance stock awards. Our Board or a
committee created by the Board will have the authority under the plan to award incentive compensation to our executive officers, employees, consultants and directors in such amounts and on such terms as the committee determines in its sole
discretion.

Currently, we do not maintain any incentive compensation plans based on pre-defined performance criteria. Incentive
compensation is intended to compensate executive officers, employees, consultants and directors for achieving financial and operational goals and for achieving individual annual performance objectives. These objectives are expected to vary depending
on the individual executive, but are expected to relate generally to strategic factors such as expansion of our services and to financial factors such as improving our results of operations. The actual amount of incentive compensation for the prior
year will be determined following a review of each executives individual performance and contribution to our strategic goals conducted during the first quarter of each year. Specific performance targets used to determine incentive compensation
for each of our executive officers in 2009 have not yet been determined.

Other Employee Grants.

Other Compensation. Each employment agreement provides the executive with certain other benefits, including reimbursement of business and
entertainment expenses and life insurance. Each executive is eligible to participate in all benefit plans and programs that are or in the future may be available to other executive employees of our company, including any profit-sharing plan, thrift
plan, health insurance or health care plan, disability insurance, pension plan, supplemental retirement plan, vacation and sick leave plan, and other similar plans. The compensation committee in its discretion may revise, amend or add to the
officers executive benefits and perquisites as it deems advisable. We believe that these benefits and perquisites are typically provided to senior executives of similar companies.

Compensation Committee Report on Executive Compensation

Our compensation committee has certain
duties and powers as described in its charter. The compensation committee is currently composed of the three non-employee directors named at the end of this report, each of whom is independent as defined by the Nasdaq Global Market listing
standards.

The compensation committee has reviewed and discussed with management the disclosures contained in the Compensation Discussion
and Analysis section of this proxy statement. Based upon this review and discussion, the compensation committee recommended to our Board of Directors that the Compensation Discussion and Analysis section be included in our Annual Report on Form 10-K
to be filed with the SEC.



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Compensation Committee of

the Board of Directors

Q. Y. Ma

JP Gan

George Mao

SEC filings sometimes incorporate information by reference. This means that we are referring you to information that has previously been
filed with the SEC, and that this information should be considered as part of the filing you are reading. Unless we specifically state otherwise, this report shall not be deemed to be incorporated by reference and shall not constitute soliciting
material or otherwise be considered filed under the Securities Act or the Securities Exchange Act.

Executive Compensation

Summary Compensation Table



|                                                   |  |              |  |                    |  |          |  |                |  |                   |  |                                         |  |                          |                  |  |                      
|-------------------------------------------------- |  | ------------ |  | ------------------ |  | -------- |  | -------------- |  | ----------------- |  | --------------------------------------- |  | ------------------------ | ---------------- |  | ---------------------
|Name and Principal Position                        |  | Year         |  | Salary($)          |  | Bonus($) |  | StockAwards($) |  | OptionAwards($)   |  | Non-EquityIncentive PlanCompensation($) |  | All OtherCompensation($) |                  |  | Total ($)            
|Jeffrey Kang, Chairman and Chief Executive Officer |  | 200820072006 |  | 74,94030,77666,847 |  |       |  | 320,600      |  |   269,800269,800 |  |                                      |  | 2,1191,539 2,471         | (1)(2)(2) (1)(2) |  | 397,659302,115339,118
|                                                   |  |              |  |                    |  |          |  |               
|Yi Yuan, President                                 |  | 2008         |  | 100,000            |  |         |  | 217,000        |  |                  |  |                                        |  | 1,548                    | (3)              |  | 318,548              
|                                                   |  |              |  |                    |  |          |  |               
|Frank Zheng, Chief Financial Officer               |  | 2008         |  | 100,000            |  |         |  | 387,392        |  |                  |  |                                        |  | 1,548                    | (4)              |  | 488,940              



|(1) | Mr. Kang is entitled to retirement benefits under a PRC government-managed retirement plan. Expenses related to Mr. Kangs participation in the PRC government managed
retirement plan amounted to approximately RMB3,893 ($571) for the year ended December 31, 2008 and RMB6,250 ($807) for the year ended December 31, 2006.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Mr. Kang is entitled to retirement benefits under Hong Kongs mandatory provident fund scheme. Expenses related to Mr. Kangs participation in the mandatory
provident fund scheme amounted to approximately HKD 12,000 ($1,548) for the year ended December 31, 2008, HKD12,000 ($1,539) for the year ended December 31, 2007 and HKD13,000 ($1,664) for the year ended December 31, 2006.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Mr. Yuan is entitled to retirement benefits under Hong Kongs mandatory provident fund scheme. Expenses related to Mr. Yuans participation in the mandatory
provident fund scheme amounted to approximately HKD 12,000 ($1,548) for the year ended December 31, 2008.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Mr. Zheng is entitled to retirement benefits under Hong Kongs mandatory provident fund scheme. Expenses related to Mr. Zhengs participation in the mandatory
provident fund scheme amounted to approximately HKD 12,000 ($1,548) for the year ended December 31, 2008.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Director Compensation

The following table summarizes compensation that our directors earned during 2008 for services as members of our Board.



|             |  |                               |  |                 |     |  |                  |  |                                          |  |                                                                        |  |                           |  |          
|------------ |  | ----------------------------- |  | --------------- | --- |  | ---------------- |  | ---------------------------------------- |  | ---------------------------------------------------------------------- |  | ------------------------- |  | ---------
|Name         |  | Fees Earnedor Paid inCash ($) |  | StockAwards ($) |     |  | OptionAwards ($) |  | Non-EquityIncentive PlanCompensation ($) |  | Change inPension Valueand NonqualifiedDeferredCompensationEarnings ($) |  | All OtherCompensation ($) |  | Total ($)
|Jeffrey Kang |  |                              |  |                |     |  |                 |  |                                         |  |                                                                       |  |                          |  |         
|Frank Zheng  |  |                              |  |                |     |  |                 |  |                                         |  |                                                                       |  |                          |  |         
|Hope Ni(1)   |  |                              |  | 45,000          | (2) |  |                 |  |                                         |  |                                                                       |  |                          |  | 45,000   
|Q.Y. Ma      |  |                              |  | 25,000          | (3) |  |                 |  |                                         |  |                                                                       |  |                          |  | 25,000   
|JP Gan       |  |                              |  | 45,000          | (2) |  |                 |  |                                         |  |                                                                       |  |                          |  | 45,000   
|George Mao   |  |                              |  | 25,000          | (3) |  |                 |  |                                         |  |                                                                       |  |                          |  | 25,000   



|(1) | Hope Ni is no longer a member of our Board of Directors.
|--- | --------------------------------------------------------

|(2) | Consists of 2,807 shares of restricted stock.
|--- | ---------------------------------------------

|(3) | Consists of 1,560 shares of restricted stock.
|--- | ---------------------------------------------

No options
were granted to our non-employee directors in 2008. In the event a non-employee joins our Board of Directors, such person will be entitled to receive restricted shares on a pro rata basis for the portion of the period for which he or she
will serve. All of the restricted shares granted to the incoming directors will be exercisable at the fair market value on the date of grant and will vest quarterly during the remainder of the period following the close of grant.

On December 22, 2008, the Compensation Committee of our Board of Director approved the following compensation for members of our Board of Directors
in 2009: Mr. Gan will receive $45,000 in cash and 6,193 restricted shares based on the closing price of Cogos common stock on December 23, 2008, and Dr. Ma and Dr. Mao each received $25,000 in cash and 3,440 restricted
shares based on the closing price of Cogos common stock on December 23, 2008.

Grants of Plan Based Awards

The following table summarizes our awards made to our named executive officers under any plan in 2008.



|            |  |                   |              |                   |           |                                                            |            |                                                          |  |     |                                                                |        |                                            |  |                                 |  |   |  |      
|----------- |  | ----------------- | ------------ | ----------------- | --------- | ---------------------------------------------------------- | ---------- | -------------------------------------------------------- |  | --- | -------------------------------------------------------------- | ------ | ------------------------------------------ |  | ------------------------------- |  | - |  | -----
|            |  | Grant Date        |              | Approval Date     |           | Estimated Future Payouts UnderEquity Incentive Plan Awards |            | All OtherStockAwards:Number ofShares ofStock orUnits (#) |  |     | All OtherOptionAwards:Number ofSecuritiesUnderlyingOptions (#) |        | Exercise orBase Priceof OptionAwards($/Sh) |  | ClosingPrice onGrant Date($/Sh)
|            |  |                   | Threshold(#) |                   | Target(#) |                                                            | Maximum(#) |                                                          |  |     |                                                               
|Yi Yuan     |  | March 27, 2008    |              | March 27, 2008    |           | N/A                                                        |            | N/A                                                      |  | N/A |                                                                | 80,000 | (1)                                        |  |                                |  |  |  | 10.85
|Frank Zheng |  | December 24, 2007 |              | December 21, 2007 |           | N/A                                                        |            | N/A                                                      |  | N/A |                                                                | 45,000 | (2)                                        |  |                                |  |  |  | 16.03



|(1) | Mr. Yuan was granted 80,000 shares on March 27, 2008 to vest quarterly over 3 years from April 1, 2008 to March 31, 2011.
|--- | -------------------------------------------------------------------------------------------------------------------------

|(2) | Mr. Zheng was granted 45,000 shares on January 1, 2008 to vest quarterly over 3 years from January 1, 2008 to December 31, 2010.
|--- | --------------------------------------------------------------------------------------------------------------------------------



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2004 Stock Incentive Plan

On August 3, 2004, the Companys board of directors adopted the 2004 Stock Incentive Plan (2004 Plan), under which 2,500,000 shares of common stock are reserved for issuance upon exercise of
stock options, and for the issuance of stock appreciation rights, restricted stock awards and performance shares. The purpose of the Incentive Plan is to provide additional incentive to employees, directors, advisors and consultants by facilitating
their acquisition of common stock. The 2004 Plan provides for a term of ten years from the date of its adoption by the board of directors (unless the 2004 Plan is earlier terminated), after which no awards may be made. Options granted under the 2004
Plan are either incentive stock options (i.e., options that afford favorable tax treatment to recipients upon compliance with certain restrictions pursuant to Section 422 of the U.S. Internal Revenue Code (IRC) and that do not result in tax
deductions to us unless participants fail to comply with that Section) or options that do not so qualify.

Our board of directors
determines when options under the 2004 Plan are exercisable and the option exercise price. The 2004 Plan permits options to be exercised with cash, check, certain other shares of our common stock, consideration received by us under cashless
exercise programs, or if permitted by our board, promissory notes or other property. Our board also determines the performance goals and performance period for performance shares; the purchase price and conditions of repurchase for restricted
stock and the terms of stock appreciation rights. Our board may at any time accelerate the vesting of any outstanding award. In the event we are sold, merged, consolidated, reorganized or liquidated, our board may take any of the following actions
as to outstanding awards: (a) provide that the successor will assume or provide a substitute for the awards; (b) provide that all unexercised options and stock appreciation rights shall terminate immediately prior to the consummation of
the transaction, if not previously exercised; (c) in the event of a sale where common stockholders receive cash for their shares, provide that each outstanding vested option and stock appreciation right will be exchanged for a payment in cash
equal to the excess of the sales price over the exercise price; and (d) make such other adjustments deemed necessary to provide participants with a benefit substantially similar to that which they would have been entitled had the event not
occurred. In the event of any stock dividend, split, recapitalization or other similar change, our board may adjust the number and kind of shares subject to outstanding awards, the exercise or purchase price of awards, and any other equitable
adjustments it deems appropriate.

The 2004 Plan and the Directors Plan are administered by the compensation committee of our board
of directors. The compensation committee selects the employees to whom awards are to be granted, the number of shares to be subject to such awards, and the terms and conditions of such awards, provided that any discretion exercised by the
compensation committee must be consistent with resolutions adopted by our board and the terms of the 2004 Plan.

As of December 31,
2008, options to purchase an aggregate of 2,235,832 shares had been granted under the Incentive Plan, and options to purchase an aggregate of 115,000 shares had been granted under the Directors Plan.

2006 Equity Incentive Plan

On December 20, 2006, the
Companys board of directors adopted the 2006 Equity Incentive Plan (2006 Plan), under which provides for the grant of options, stock appreciation rights (SARs), performance share awards and restricted stock awards of up
to an aggregate of 4,800,000 shares of Common Stock to officers, employees and independent contractors of the Company or its affiliates. If any award expires, is cancelled, or terminates unexercised or is forfeited, the number of shares subject
thereto is again available for grant under the 2006 Plan. The number of shares of Common Stock for which awards may be granted to a participant under the 2006 Plan in any calendar year cannot exceed 2,400,000 shares.



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Currently, there are 58 employees and directors who would be entitled to receive restricted shares under
the 2006 Plan. Future new hires and additional consultants would be eligible to participate in the 2006 Plan as well. The number of restricted shares to be granted to executives and directors cannot be determined at this time as the grant of
restricted shares is dependent upon various factors such as hiring requirements and job performance.

Administration of the 2006 Plan

The 2006 Plan is administered by the Board of Directors or a committee of the Board of Directors consisting of not less than two
members of the Board, each of whom is a non-employee director within the meaning of Rule 16b-3 promulgated under the Exchange Act and an outside director within the meaning of Code Section 162(m) (in either case, the
Committee). Among other things, the Committee has complete discretion, subject to the express limits of the 2006 Plan, to determine the employees and independent contractors to be granted an award, the type of award to be granted, the
number of shares of Common Stock subject to each award, the exercise price of each option and base price of each SAR, the term of each award, the vesting schedule for an award, whether to accelerate vesting, the value of the stock, and the required
withholding. The Committee may amend, modify or terminate any outstanding award, provided that the participants consent to such action is obtained. The Committee is also authorized to construe the award agreements, and may prescribe rules
relating to the 2006 Plan. Notwithstanding the foregoing, the Committee does not have any authority to grant or modify an award under the 2006 Plan with terms or conditions that would cause the grant, vesting or exercise to be considered
nonqualified deferred compensation subject to Code Section 409A.

Options

Options granted under the 2006 Plan may be either incentive stock options (ISOs), which are intended to meet the requirements for
special federal income tax treatment under the Code, or nonqualified stock options (NQSOs). Options may be granted on such terms and conditions as the Committee may determine; provided, however, that the exercise price of an
option may not be less than the fair market value of the underlying stock on the date of grant and the term of the option my not exceed 10 years (110% of such value and 5 years in the case of an ISO granted to an employee who owns (or is deemed to
own) more than 10% of the total combined voting power of all classes of capital stock of the Company or a parent or subsidiary of the Company). ISOs may only be granted to employees. In addition, the aggregate fair market value of Common Stock
covered by ISOs (determined at the time of grant) which are exercisable for the first time by an employee during any calendar year may not exceed $100,000. Any excess is treated as a NQSO.

Stock Appreciation Rights (SARs)

An
SAR entitles the participant, upon exercise, to receive an amount, in cash or stock or a combination thereof, equal to the increase in the fair market value of the underlying stock between the date of grant and the date of exercise. SARs may be
granted in tandem with, or independently of, options granted under the 2006 Plan. An SAR granted in tandem with an option (1) is exercisable only at such times, and to the extent, that the related option is exercisable in accordance with the
procedure for exercise of the related option; (2) terminates upon termination or exercise of the related option (likewise, the option granted in tandem with an SAR terminates upon exercise of the SAR); (3) is transferable only with the
related option; and (4) if the related option is an ISO, may be exercised only when the value of the stock subject to the option exceeds the exercise price of the option. An SAR that is not granted in tandem with an option is exercisable at
such times as the Committee may specify.

Performance Shares

Performance share awards entitle the participant to acquire shares of stock upon attaining specified performance goals.

Restricted Stock

A restricted stock
award is a grant or sale of stock to the participant, subject to the Companys right to repurchase all or part of the shares at their purchase price (or to require forfeiture of such shares if purchased at no cost) in the event that conditions
specified



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by the Committee in the award are not satisfied prior to the end of the time period during which the shares subject to the award may be repurchased by or
forfeited to the Company. The purchase price for each share of restricted stock may not be less than the par value of the Companys Common Stock.

Additional Terms

Except as provided in the 2006 Plan, awards granted under the 2006 Plan are not
transferable and may be exercised only by the respective grantees during their lifetime or by their guardian or legal representative. Each award agreement will specify, among other things, the effect on an award of the disability, death, retirement,
authorized leave of absence or other termination of employment. The Company may require a participant to pay the Company the amount of any required withholding in connection with the grant, vesting, exercise or disposition of an award. A participant
is not considered a stockholder with respect to the shares underlying an award until the shares are issued to the participant.

Amendments

The 2006 Plan is effective for 10 years, unless it is sooner terminated or suspended. The Committee may at any
time amend, alter, suspend or terminate the 2006 Plan; provided, that no amendment requiring stockholder approval will be effective unless such approval has been obtained. No termination or suspension of the 2006 Plan will affect an award which is
outstanding at the time of the termination or suspension.

Certain Federal Income Tax Consequences

The following is a general summary of the federal income tax consequences under current tax law of options, stock appreciation rights and restricted
stock. It does not purport to cover all of the special rules, including special rules relating to participants subject to Section 16(b) of the Exchange Act and the exercise of an option with previously-acquired shares, or the state or local
income or other tax consequences inherent in the ownership and exercise of stock options and the ownership and disposition of the underlying shares or the ownership and disposition of restricted stock.

A participant does not recognize taxable income upon the grant of NQSO or an ISO. Upon the exercise of a NQSO, the participant recognizes ordinary income
in an amount equal to the excess, if any, of the fair market value of the shares acquired on the date of exercise over the exercise price thereof, and the Company will generally be entitled to a deduction for such amount at that time. If the
participant later sells shares acquired pursuant to the exercise of a NQSO, the participant recognizes long-term or short-term capital gain or loss, depending on the period for which the shares were held. Long-term capital gain is generally subject
to more favorable tax treatment than ordinary income or short-term capital gain.

Upon the exercise of an ISO, the participant does not
recognize taxable income. If the participant disposes of the shares acquired pursuant to the exercise of an ISO more than two years after the date of grant and more than one year after the transfer of the shares to the participant, the participant
recognizes long-term capital gain or loss and the Company is not be entitled to a deduction. However, if the participant disposes of such shares within the required holding period, all or a portion of the gain is treated as ordinary income and the
Company is generally entitled to deduct such amount.

In addition to the tax consequences described above, a participant may be subject to
the alternative minimum tax, which is payable to the extent it exceeds the participants regular tax. For this purpose, upon the exercise of an ISO, the excess of the fair market value of the shares over the exercise price therefore is an
adjustment which increases alternative minimum taxable income. In addition, the participants basis in such shares is increased by such excess for purposes of computing the gain or loss on the disposition of the shares for alternative minimum
tax purposes. If a participant is required to pay an alternative minimum tax, the amount of such tax which is attributable to deferral preferences (including the incentive option adjustment) is allowed as a credit against the participants
regular tax liability in subsequent years. To the extent the credit is not used, it is carried forward.



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A participant does not recognize income upon the grant of an SAR. The participant has ordinary
compensation income upon exercise of the SAR equal to the increase in the value of the underlying shares, and the Company will generally be entitled to a deduction for such amount.

A participant does not recognize income on the receipt of a performance share award until the shares are received. At such time, the participant
recognizes ordinary compensation income equal to the excess, if any, of the fair market value of the shares over any amount paid for the shares, and the Company is generally entitled to deduct such amount at such time.

A participant who receives a grant of restricted stock generally recognizes ordinary compensation income equal to the excess, if any of fair market value
of the stock at the time the restriction lapses over any amount paid for the shares. Alternatively, the participant may elect to be taxed on the value at the time of grant. The Company is generally entitled to a deduction at the same time and in the
same amount as the income required to be included by the participant.

As of December 31, 2008, restricted stock award of an aggregate
of 3,177,493 shares had been granted under the 2006 Plan, restricted award and options to purchase an aggregate of 263,500 shares and 2,235,832 shares had been granted under the 2004 Plan, respectively, and options to purchase an aggregate of
115,000 shares had been granted under the Directors Plan.

Outstanding Equity Awards at Fiscal Year-End

The following table summarizes the number of securities underlying outstanding plan awards for each named executive officer as of December 31, 2008.



|             |  |                                                     |  |                                                     |  |                                                                                       |  |                         |  |                      |  |                                                       |     |  |                                                               |  |                                                                                                |  |                                                                                                              
|------------ |  | --------------------------------------------------- |  | --------------------------------------------------- |  | ------------------------------------------------------------------------------------- |  | ----------------------- |  | -------------------- |  | ----------------------------------------------------- | --- |  | ------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------
|             |  | Option Awards                                       |  | Stock Awards                                       
|             |  | Number ofSecuritiesUnderlyingUnexercisedOptions (#) |  | Number ofSecuritiesUnderlyingUnexercisedOptions (#) |  | EquityIncentivePlanAwards:Number ofSecuritiesUnderlyingUnexercisedUnearnedOptions
(#) |  | OptionExercisePrice ($) |  | OptionExpirationDate |  | Numberof Sharesor Unitsof StockThatHave NotVested (#) |     |  | MarketValue ofShares orUnits ofStockThatHave NotVested ($)(4) |  | EquityIncentive PlanAwards:Number ofUnearnedShares, Unitsor OtherRights ThatHave NotVested
(#) |  | EquityIncentive PlanAwards:Market orPayout Valueof UnearnedShares, Unitsor
OtherRights ThatHave NotVested ($)
|Name         |  | Exercisable                                         |  | Unexercisable                                       |  |                                                                                      |  |                        |  |                     |  |                                                      |     |  |                                                              |  |                                                                                               |  |                                                                                                             
|Jeffrey Kang |  | 450,043                                             |  |                                                    |  |                                                                                      |  | 3.74                    |  | November 11, 2014    |  | 40,000                                                | (1) |  | 194,400                                                       |  |                                                                                               |  |                                                                                                             
|Yi Yuan      |  |                                                    |  |                                                    |  |                                                                                      |  |                        |  |                     |  | 60,000                                                | (2) |  | 291,600                                                       |  |                                                                                               |  |                                                                                                             
|Frank Zheng  |  |                                                    |  |                                                    |  |                                                                                      |  |                        |  |                     |  | 30,000                                                | (3) |  | 145,800                                                       |  |                                                                                               |  |                                                                                                             



|(1) | 5,000 shares vest over 3 years for each quarter of 2008, 2009 and 2010 on March 31, June 30, September 30 and December 31.
|--- | --------------------------------------------------------------------------------------------------------------------------

|(2) | 6,667 shares vest over each quarter on June 30, September 30 and December 31 in 2009 and 2010, and 6,666 vest on March 31 in 2009, 2010 and 2011.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | 3,750 shares vest over 3 years for each quarter of 2009 and 2010 on March 31, June 30, September 30 and December 31.
|--- | --------------------------------------------------------------------------------------------------------------------

|(4) | The market value of the shares that have not vested has been calculated by multiplying the number of shares times $4.86, which represents the last reported sale price of our common
stock on the Nasdaq Global Market on December 31, 2008, which is the last day of the most recent fiscal year.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Option Exercises and Stock Vested

The following table summarizes stock option exercises by our named executive officers in 2008 and shares of restricted stock that vested in 2008.



|             |  |                                          |  |                               |  |                                         |     |  |                              |    
|------------ |  | ---------------------------------------- |  | ----------------------------- |  | --------------------------------------- | --- |  | ---------------------------- | ---
|             |  | Option Awards                            |  | Stock Awards                  | 
|Name         |  | Number of SharesAcquired on Exercise (#) |  | Value Realized onExercise ($) |  | Number of SharesAcquired on Vesting (#) |     |  | Value Realizedon Vesting ($) |    
|Jeffrey Kang |  |                                         |  |                              |  | 20,000                                  | (1) |  | 150,150.00                   | (4)
|Yi Yuan      |  |                                         |  |                              |  | 20,000                                  | (2) |  | 128,253.84                   | (5)
|Frank Zheng  |  |                                         |  |                              |  | 15,000                                  | (3) |  | 112,612.50                   | (4)



|(1) | 5,000 shares vested each quarter on march 31, June 30, September 30 and December 31.
|--- | ------------------------------------------------------------------------------------

|(2) | 6,666 shares vested on June 30 and 6,667 vested on September 30 and December 31.
|--- | --------------------------------------------------------------------------------

|(3) | 3,750 shares vested each quarter on March 31, June 30, September 30 and December 31.
|--- | ------------------------------------------------------------------------------------

|(4) | The market value of the shares realized on vesting has been calculated by adding the number of shares vested in each quarter times the last reported sale price of our common stock
on the Nasdaq Global Market on March 31, June 30, September 30 and December 31, which are $10.79, $9.11, $5.27 and $4.86, respectively.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | The market value of the shares realized on vesting has been calculated by adding the number of shares vested in each quarter times the last reported sale price of our common stock
on the Nasdaq Global Market on June 30, September 30 and December 31, which are $9.11, $5.27 and $4.86, respectively.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Pension Benefits

We do not sponsor any qualified or non-qualified defined benefit plans.

Nonqualified Deferred Compensation

We do not
maintain any non-qualified defined contribution or deferred compensation plans. The compensation committee may elect to provide our officers and other employees with non-qualified defined contribution or deferred compensation benefits if the
compensation committee determines that doing so is in our best interests.

Potential Payments Upon Termination or Change In Control

We have no potential payments upon termination or change in control.



|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
|-------- | ----------------------------------------------------------------------------------------------

The following table sets forth, as of March 9, 2009, certain information as to the stock ownership of (1) each person known by us to own
beneficially more than five percent of our common stock, (2) each of our directors, (3) each of our executive officers, and



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(4) our executive officers and directors as a group. The business address of each shareholder is c/o Cogo Group, Inc. Company, Suite 1001, Tower C,
Skyworth Building, High-Tech Industrial Park, Nanshan, Shenzhen 518057, Peoples Republic of China.



|                                                            |  |                                       |        |  |                     |  
|----------------------------------------------------------- |  | ------------------------------------- | ------ |  | ------------------- | -
|                                                            |  | Number of SharesBeneficially Owned(1) |        |  | PercentageOwnership |  
|Name of Beneficial Owner                                    |  |                                       |        |  |                     |  
|Jeffrey Kang                                                |  | 10,291,567                            | (2)(3) |  | 29.21               | %
|Yi Yuan                                                     |  | 80,000                                |        |  | *                   |  
|Frank Zheng                                                 |  | 53,801                                | (4)    |  | *                   |  
|Q.Y. Ma                                                     |  | 11,301                                | (5)    |  | *                   |  
|JP Gan                                                      |  | 9,000                                 |        |  | *                   |  
|George Mao                                                  |  | 5,000                                 |        |  | *                   |  
|All executive officers and directors as a group (6 persons) |  | 10,450,669                            |        |  | 29.66               | %
|                                                            |  |                                      
|Principal Stockholders                                      |  |                                       |        |  |                     |  
|Nan Ji                                                      |  | 9,651,524                             | (3)(7) |  | 37.39               | %
|Comtech Global Investment Ltd.                              |  | 9,651,524                             | (3)(7) |  | 37.39               | %
|Yi Kang                                                     |  | 2,290,028                             | (6)    |  | 6.50                | %
|Ren Investment International Ltd.                           |  | 2,290,028                             | (6)    |  | 6.50                | %



|* | Represents beneficial ownership of less than one percent of our outstanding shares.
|- | -----------------------------------------------------------------------------------

|(1) | Beneficial ownership is determined in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (SEC). In computing the number of shares beneficially
owned by a person and the percentage ownership of that person, shares of common stock subject to options held by that person that are currently exercisable or exercisable within 60 days of March 9, 2009 are deemed outstanding. Such shares,
however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Except as indicated in the footnotes to the following table or pursuant to applicable community property laws, each stockholder named in
the table has sole voting and investment power with respect to the shares set forth opposite such stockholders name. The percentage of beneficial ownership is based on 35,633,886 shares of common stock outstanding as of March 9, 2009
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Includes (a) 450,043 shares issuable upon exercise of currently exercisable stock options, (b) 60,000 shares and (c) 9,651,524 shares beneficially owned by Comtech
Global Investment Ltd., over which Mr. Jeffrey Kang and his wife, Ms. Nan Ji, share voting and investment power.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Mr. Jeffrey Kang owns a 29% interest and Ms. Nan Ji a 71% interest in Comtech Global Investment Ltd. The directors of Comtech Global Investment Ltd. are Mr. Jeffrey
Kang and Mr. Yi Kang.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|(4) | Includes (a) 7,500 shares issuable upon exercise of currently exercisable stock options and (b) 46,301 shares owned by Mr. Zheng.
|--- | ---------------------------------------------------------------------------------------------------------------------------------

|(5) | Includes (a) 5,000 shares issuable upon exercise of currently exercisable stock options and (b) 6,301 shares owned by Dr. Ma.
|--- | -----------------------------------------------------------------------------------------------------------------------------

|(6) | Includes 2,290,028 shares beneficially owned by Ren Investment International Ltd., over which Mr. Yi Kang, as sole director, has sole voting and investment power. Mr. Yi
Kang, the brother of Jeffery Kang, does not have an economic interest in any shares of Ren Investment International Ltd.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Represents 9,651,524 shares beneficially owned by Comtech Global Investment Ltd., over which Mr. Jeffrey Kang and his wife, Ms. Nan Ji, share voting and investment power.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | Shares of Ren Investment International Ltd. are beneficially owned by Mr. Yi Kang, who, as sole director, has sole voting and investment power over the shares. Mr. Yi Kang
does not have any economic interest in any shares of Ren Investment International Ltd.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|-------- | -------------------------------------------------------------------------

Other Related Party Transactions

At the time of its incorporation, foreign shareholding in a trading business such as
Shenzhen Comtech could not exceed 65%. With subsequent PRC deregulation, foreign ownership of such a trading business can now reach 100%, and approval of foreign ownership of companies in the PRC engaged in commodity trading businesseswhich
includes agency trade, wholesale, retail and franchise operations is now delegated to local government agencies of the PRC Ministry of Commerce. In order to exercise control over Shenzhen Comtech (a PRC operating company legally permitted to engage
in a commodity trading business), without direct shareholding by us (a U.S.-listed company and therefore a foreign-invested entity), Honghui Li, our vice president, and Huimo Chen, the mother of our principal shareholder and chief executive officer,
Jeffrey Kang, hold 99% and 1%, respectively, of the equity interests of Shenzhen Comtech, and through contractual agreements with us hold such equity interests exclusively for the benefit of our 100% directly owned subsidiary, Comtech China.
Shenzhen Comtech, in turn owns a 60% equity interest in another of our PRC operating companies, Shanghai E&T, with the other 40% being held by Comtech China (BVI) through trust agreements. Under the trust agreements, Shenzhen Comtech owns a 35%
equity interest in Shanghai E&T for the benefit of Comtech China (BVI) and Honghui Li owns a 5% equity interest in Shanghai E&T for the benefit of Comtech China (BVI). While we do not have any equity interest in Shenzhen Comtech, through
these contractual agreements, we enjoy voting control and are entitled to the economic interests associated with their equity interest in Shenzhen Comtech. For additional details regarding these contractual agreements, see Risk
FactorsRisks Related to our BusinessWe depend upon contractual agreements with the two shareholders of Shenzhen Comtech in conducting our business through Shenzhen Comtech and Shanghai E&T and receiving payments, which may not be as
effective in providing operational control as direct ownership and may be difficult to enforce. Further, if the PRC government finds these contractual agreements violate or conflict with PRC governmental regulations, our business would be materially
adversely affected.

In 2005, Nan Ji executed an agreement to transfer her 70% equity interest in Shenzhen Comtech to Jeffrey Kang
and her 1% equity interest in Shenzhen Comtech to Huimo Chen, the mother of Jeffrey Kang, who is a PRC citizen. Jeffrey Kang and Huimo Chen have also agreed that upon the successful transfer of Nan Jis equity interest as described above, they
will enter into and be bound by the same contractual arrangements with Comtech China relating to the voting control of Shenzhen Comtech. In 2006, Jeffrey Kang executed an agreement to transfer his 99% equity interest in Shenzhen Comtech to Honghui
Li.

On August 6, 2006, Comtech China, our wholly-owned subsidiary, entered into a share acquisition agreement pursuant to which
Comtech China acquired the remaining 40% minority interests of Shanghai E&T for cash consideration of RMB16.0 million.



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Comtech China in turn entered into trust agreements with Honghui Li and Shenzhen Comtech. Under the trust agreements, Honghui Li owns 5% interest in Shanghai
E&T, and Shenzhen Comtech owns 35% interest in Shanghai E&T, in addition to 60% equity interest it owned previously. We enjoy voting control over and all economic interests associated with Shanghai E&T.

At present, most of our business in China is done through Shenzhen Comtech and Shenzhen Communication, except for business in Shanghai, which is
conducted mostly through Shanghai E&T.

In the event any transaction in which we propose to engage is a related-person transaction, our
management must present information regarding the proposed related-person transaction to the disinterested non-employee members of our board of directors for consideration and approval or ratification. The presentation must include a description of,
among other things, the material facts, the interests, direct and indirect, of the related persons, the benefits to us of the transaction and whether any alternative transactions were available. To identify related-person transactions in advance, we
rely on information supplied by our executive officers, directors and significant stockholders. In considering related-person transactions, the disinterested non-employee members of the board take into account the relevant available facts and
circumstances including, but not limited to (a) the risks, costs and benefits to us, (b) the impact on a directors independence in the event the related person is a director, immediate family member of a director or an entity with
which a director is affiliated, (c) the terms of the transaction, (d) the availability of other sources for comparable services or products and (e) the terms available to or from, as the case may be, unrelated third parties or to or
from employees generally. In the event a director has an interest in the proposed transaction, the director must excuse himself or herself from the deliberations and approval. The policy requires that, in determining whether to approve, ratify or
reject a related-person transaction, the disinterested non-employee members of the board look at, in light of known circumstances, whether the transaction is in, or is not inconsistent with, our best interests and our stockholders, as determined in
the good faith exercise of such directors discretion.

Director Independence

See the information set forth in the section titled Directors, Executive Officers and Corporate GovernanceBoard Committees in Part III,
Item 10 of this Annual Report.



|ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES
|-------- | --------------------------------------

The
following table presents the aggregate fees for professional services and other services rendered by our principal accountant to us in 2008 and 2007.



|                   |  |               |  |       
|------------------ |  | ------------- |  | ------
|                   |  | 2008          |  | 2007  
|                   |  | (in millions)
|Audit fees(1)      |  | 4.2           |  | 4.0   
|Audit related fees |  | 0.6           |  |      
|Tax fees           |  |              |  |      
|All other fees     |  |              |  |      
|                   |  |               |  |       
|Total              |  | RMB4.8        |  | RMB4.0



|(1) | Audit fees consist of fees billed for the professional services rendered for the audit of our consolidated financial statements for each of these fiscal years and the review of the
interim financial statements for the fiscal years ended December 31, 2008 and December 31, 2007, respectively.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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We are required to obtain pre-approval by our audit committee for all audit and permitted non-audit
services performed by our independent auditors. In accordance with this requirement, during fiscal 2008, 100% of all audit, audit-related, tax and other services performed by KPMG were approved in advance by the audit committee. Any pre-approved
decisions are presented to the full audit committee at the next scheduled meeting. KPMG was our principal auditor and no work was performed by persons outside of this firm.

PART IV



|ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|-------- | ------------------------------------------

(a)(1) Index to
Consolidated Financial Statements

Please see the accompanying Index to Consolidated Financial Statements which appears on page F-1 of this report. The
Managements Report on Internal Control over Financial Reporting, Reports of Independent Registered Public Accounting Firm, Consolidated Financial Statements and Notes to Consolidated Financial Statements which are listed in the Index to
Consolidated Financial Statements and which appear beginning on page F-2 of this report are included in Item 8 above.

(a)(2) Financial Statements
Schedule

All financial statements schedules have been omitted because the information required to be set forth therein is not applicable or is included in
the Consolidated Financial Statements or notes thereto.

Exhibits

The following exhibits are filed as part of, or are incorporated by reference in, this Form 10-K:



|       |  |                                                                                                                                                                                                                                                                
|------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |  | Descriptions                                                                                                                                                                                                                                                   
|3.1    |  | Amended Articles of Restatement of the Articles of Incorporation. (Incorporated by reference to Exhibit 3.1 of the Annual Report on Form 10-K for the fiscal year ended December 31, 1996
filed with the Securities and Exchange Commission on April 15, 1997.)
|       | 
|3.1(a) |  | Amendments to Articles of Incorporation. (Incorporated by reference to the Registration Statement on Form S-1 filed on December 23, 2004, and subsequently amended on February 2,
2005.)                                                                       
|       | 
|3.2    |  | Bylaws. (Incorporated by reference to the Registration Statement on Form S-1 filed on December 23, 2004, and subsequently amended on February 2, 2005 and December 10, 2007.)                                                                                  
|       | 
|3.3    |  | Articles of Merger. (Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 13, 2008.)                                                                                            
|       | 
|3.4    |  | Amended and Restated Bylaws. (Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 13,
2008.)                                                                                   



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|     |  |                                                                                                                                                                                                                                                             
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |  | Descriptions                                                                                                                                                                                                                                                
|4.1  |  | Specimen Stock Certificate. (Incorporated by reference to the Registration Statement on Form S-1 filed on December 23, 2004, and subsequently amended on February 2,
2005.)                                                                                 
|     | 
|4.2  |  | Shareholders Agreement, dated July 23, 2004. (Incorporated by reference to Exhibit 4.1 of the Form 8-K filed with the Securities and Exchange Commission on July 22,
2004.)                                                                                 
|     | 
|10.1 |  | Comtech Group, Inc. 2004 Incentive Stock Option Plan. (Incorporated by reference to the Registration Statement on Form S-1 filed on December 23, 2004, and subsequently amended on
February 2, 2007.)                                                       
|     | 
|10.2 |  | Employment Agreement with Hope Ni, dated as of August 1, 2004. (Incorporated by reference to the Registration Statement on Form S-1 filed on December 23, 2004, and subsequently
amended on February 2, 2005.)                                              
|     | 
|10.3 |  | Revolving Credit Agreement with Bank of Communications Hong Kong branch, dated September 14, 2004. (Incorporated by reference to Exhibit 10.3 to our Form 10-K for the year ended
December 31, 2004 filed on March 31, 2005)                                
|     | 
|10.4 |  | Share Exchange Agreement between Trident Rowan Group Inc., Comtech Group Inc., and certain other parties, dated May 25, 2004. (Incorporated by reference to Exhibit 10.1 of the Form 8-K
filed with the Securities and Exchange Commission on May 28, 2005.)
|     | 
|10.5 |  | Equity Joint Venture Agreement between Comtech Group, Inc. and Broadwell Group Ltd. dated January 17, 2005. (Incorporated by reference to Exhibit 10.12 of the Form 8-K filed with the
Securities and Exchange Commission on January 21, 2005.)             
|     | 
|10.6 |  | Trident 1995 Directors Plan. (Incorporated by reference to Exhibit 10.1 of Form 10-K filed with the Securities and Exchange Commission on May 24, 1996.)                                                                                                   
|     | 
|10.7 |  | Agreement between Comtech Group, Inc. and United Information Technology Co. Ltd., dated May 12, 2005. (Incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities
and Exchange Commission on May 17, 2005.)                        
|     | 
|10.8 |  | Agreement between Comtech Cayman and Century Teltone Technology Co. Ltd., dated November 9, 2005. (Incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and
Exchange Commission on November 17, 2005.)                       



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|      |  |                                                                                                                                                                                                                                                                                            
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |  | Descriptions                                                                                                                                                                                                                                                                               
|10.9  |  | Agreement, dated August 6, 2006, between Comtech Group, Inc. and United Information Technology Co., Ltd. (Incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the
Securities and Exchange Commission on August 9, 2006)                                                   
|      | 
|10.10 |  | Termination Agreement, dated August 6, 2006, between Comtech Group, Inc. and United Information Technology Co., Ltd. (Incorporated by reference to Exhibit 10.2 of the Form 8-K filed with
the Securities and Exchange Commission on August 9, 2006)                                       
|      | 
|10.11 |  | Shares Acquisition Agreement, dated August 6, 2006, between Comtech (China) Holding Ltd. and Duckworth Investments, Ltd. (Incorporated by reference to Exhibit 10.3 of the Form 8-K filed
with the Securities and Exchange Commission on August 9, 2006)                                   
|      | 
|10.12 |  | 2006 Equity Incentive Plan. (Incorporated by reference to Exhibit A to our Schedule A filed with the Securities and Exchange Commission on December 1, 2006.)                                                                                                                              
|      | 
|10.13 |  | Deed Concerning Shares of Shanghai E & T System Company Limited, dated December 12, 2006, among Honghui Li and Comtech (China) Holding Ltd. (Incorporated by reference to Exhibit
10.13 to our Form 10-K for the year ended December 31, 2006 filed on March 16, 2007)                     
|      | 
|10.14 |  | Deed Concerning Shares of Shenzhen Comtech International Ltd, dated December 12, 2006, among Jeffrey (Jingwei) Kang, Honghui Li and Comtech (China) Holding Ltd. (Incorporated by
reference to Exhibit 10.14 to our Form 10-K for the year ended December 31, 2006 filed on March 16, 2007)
|      | 
|14.1  |  | Code of Business Conduct and Ethics. (Incorporated by reference to Exhibit 14.1 to our Form 10-K for the year ended December 31, 2004 filed on March 31, 2005)                                                                                                                             
|      | 
|21.1  |  | List of Subsidiaries of the Registrant. (Incorporated by reference to Exhibit 21.1 to our Form 10-K for the year ended December 31, 2007 filed on March 17, 2008)                                                                                                                          
|      | 
|23.1 |  | Consent of KPMG, Independent Registered Public Accounting Firm                                                                                                                                                                                                                             
|      | 
|24.1  |  | Power of Attorney (included on signature page to Form 10-K)                                                                                                                                                                                                                                
|      | 
|31.1 |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                        



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|       |  |                                                                                                    
|------ |  | ---------------------------------------------------------------------------------------------------
|       |  | Descriptions                                                                                       
|31.2  |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|       | 
|32.1 |  | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|       | 
|32.2 |  | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



| | Filed herewith
|- | --------------

| | Furnished herewith
|-- | ------------------



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                      |  |                  |  |                                     
|--------------------- |  | ---------------- |  | ------------------------------------
|                      |  | COGO GROUP, INC.
|                      |  |                 
|Dated: March 16, 2009 |  | By:              |  | /s/ Jeffrey Kang                    
|                      |  | Name:            |  | Jeffrey Kang                        
|                      |  | Title:           |  | Chairman and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Jeffrey Kang and Frank Zheng, and each of
them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her in any and all capacities, to sign any or all amendments to this Annual Report on Form 10-K, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or
cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|                      |  |        |  |                                                                   
|--------------------- |  | ------ |  | ------------------------------------------------------------------
|Dated: March 16, 2009 |  | By:    |  | /s/ Jeffrey Kang                                                  
|                      |  | Name:  |  | Jeffrey Kang                                                      
|                      |  | Title: |  | Chairman and Chief Executive Officer (Principal Executive Officer)
|                      |  |       
|Dated March 16, 2009  |  | By:    |  | /s/ Frank Zheng                                                   
|                      |  | Name:  |  | Frank Zheng                                                       
|                      |  | Title: |  | Chief Financial Officer and Director (Principal Financial Officer)



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|                     |  |        |  |               
|-------------------- |  | ------ |  | --------------
|Dated March 16, 2009 |  | By:    |  | /s/ Q.Y. Ma   
|                     |  | Name:  |  | Q.Y. Ma       
|                     |  | Title: |  | Director      
|                     |  |       
|Dated March 16, 2009 |  | By:    |  | /s/ JP Gan    
|                     |  | Name:  |  | JP Gan        
|                     |  | Title: |  | Director      
|                     |  |       
|Dated March 16, 2009 |  | By:    |  | /s/ George Mao
|                     |  | Name:  |  | George Mao    
|                     |  | Title: |  | Director      



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##### Table of Contents

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



|                                                                                                                               |  |     
|------------------------------------------------------------------------------------------------------------------------------ |  | ----
|                                                                                                                               |  | PAGE
|MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING                                                               |  | F-2 
|REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                                                                       |  | F-3 
|CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2008 AND 2007                                                                   |  | F-5 
|CONSOLIDATED STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006                                         |  | F-6 
|CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND
 2006 |  | F-7 
|CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006                                     |  | F-8 
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                                                                     |  | F-9 



F-1



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##### Table of Contents

MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule
13a-15(f) under the Securities Exchange Act of 1934) for Cogo Group, Inc. (the Company) and its subsidiaries (collectively, the Group). Our internal control over financial reporting is a process designed under the supervision
of the Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with U.S.
generally accepted accounting principles. A companys internal control over financial reporting includes policies and procedures that (1) pertain to the maintenance of records that accurately and fairly reflect, in reasonable detail,
transactions and dispositions of our assets, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles and that
receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Company, and (3) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use,
or disposition of our assets that could have a material effect on our financial statements.

Because of its inherent limitations, internal control over
financial reporting cannot provide absolute assurance of achieving financial reporting objectives. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with policies or procedures may deteriorate.

Under the supervision and with the participation of our
management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of Cogos internal control over financial reporting as of December 31, 2008. In its evaluation, management used the criteria set
forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Management believes that as of December 31, 2008, the Companys internal control over financial reporting was
effective based on those criteria. The Boards managements assessment of the effectiveness of the Companys internal controls over financial reporting excluded those of Long Rise Holdings Limited, a company acquired during 2008. Long
Rise Holdings Limited is a wholly-owned subsidiary of the Company whose total assets of RMB 34.8 million and total revenue of RMB 37.3 million included in the consolidated financial statements of the Group as of and for the year ended
December 31, 2008. If adequately disclosed, companies are allowed to exclude acquisitions from their assessment of internal control over financial reporting during the first year of an acquisition while integrating the acquired company under
guidelines established by the U.S. Securities and Exchange Commission.

Based on our assessment and the criteria described above, management has concluded
that, as of December 31, 2008, our internal control over financial reporting was effective.

The Companys independent registered public
accounting firm has issued an audit report on managements assessment of the Companys internal control over financial reporting. This report is included herein.



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##### Table of Contents

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Cogo Group, Inc.:

We have audited Cogo Group, Inc.s (formerly Comtech Group, Inc.) internal control over financial reporting as of December 31, 2008, based on criteria
established in Internal Control  Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Cogo Group, Inc.s management is responsible for maintaining effective internal control
over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Managements Report on Internal Control over Financial Reporting. Our responsibility is to express
an opinion on Cogo Group, Inc.s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the
standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in
all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal
control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Cogo Group, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on criteria
established in Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Cogo Group, Inc. acquired Long Rise Holdings Limited during 2008, and management excluded from its assessment of the effectiveness of Cogo Group, Inc.s internal control over financial reporting as of December 31, 2008, Long Rise
Holdings Limiteds internal control over financial reporting associated with total assets of RMB34.8 million and total revenue of RMB37.3 million included in the consolidated financial statements of Cogo Group, Inc. and subsidiaries as of and
for the year ended December 31, 2008. Our audit of internal control over financial reporting of Cogo Group, Inc. also excluded an evaluation of the internal control over financial reporting of Long Rise Holdings Limited.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Cogo Group,
Inc. and subsidiaries as of December 31, 2008 and 2007, and the related consolidated statements of income, stockholders equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2008, and
our report dated March 16, 2009 expressed an unqualified opinion on those consolidated financial statements.

/s/ KPMG

Hong Kong, China

March 16, 2009



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##### Table of Contents

Report of Independent Registered Accounting Firm

The Board of Directors and Stockholders

Cogo Group, Inc.:

We have audited the accompanying consolidated balance sheets of Cogo Group, Inc. and subsidiaries (formerly Comtech Group, Inc.) as of December 31, 2008 and 2007, and
the related consolidated statements of income, stockholders equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2008. These consolidated financial statements are the responsibility
of Cogo Group, Inc.s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion,
the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Cogo Group, Inc. and subsidiaries as of December 31, 2008 and 2007, and the results of their operations and their cash flows
for each of the years in the three-year period ended December 31, 2008, in conformity with U.S. generally accepted accounting principles.

The accompanying
consolidated financial statements as of and for the year ended December 31, 2008 have been translated into United States dollars solely for the convenience of the reader. We have audited the translation and, in our opinion, such consolidated
financial statements expressed in Renminbi have been translated into United States dollars on the basis set forth in Note 2(c) to the consolidated financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Cogo Group, Inc.s internal control over financial reporting as of December 31, 2008, based
on criteria established in Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 16, 2009 expressed an unqualified opinion on the
effectiveness of Cogo Group, Inc.s internal control over financial reporting.

/s/ KPMG

Hong Kong, China

March 16, 2009



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##### Table of Contents

COGO GROUP, INC.

CONSOLIDATED BALANCE SHEETS



(in thousands, except share data)



|                                                                |  |       |  |              |   |  |           |   |  |           |  
|--------------------------------------------------------------- |  | ----- |  | ------------ | - |  | --------- | - |  | --------- | -
|                                                                |  |       |  | December 31, |  
|                                                                |  | Note  |  | 2008         |   |  | 2008      |   |  | 2007      |  
|                                                                |  |       |  | USD          |   |  | RMB       |   |  | RMB       |  
|ASSETS                                                          |  |       |  |              |   |  |           |   |  |           |  
|Current assets:                                                 |  |       |  |              |   |  |           |   |  |           |  
|Cash                                                            |  |       |  | 100,605      |   |  | 686,379   |   |  | 919,650   |  
|Pledged bank deposits                                           |  | 9     |  | 17,000       |   |  | 115,983   |   |  | 51,603    |  
|Accounts receivable, net                                        |  | 3     |  | 72,993       |   |  | 497,992   |   |  | 418,329   |  
|Bills receivable                                                |  | 4     |  | 1,987        |   |  | 13,555    |   |  | 35,300    |  
|Inventories                                                     |  | 5     |  | 14,050       |   |  | 95,855    |   |  | 129,892   |  
|Prepaid expenses and other receivables                          |  |       |  | 2,962        |   |  | 20,211    |   |  | 18,306    |  
|                                                                |  |       |  |              |   |  |           |   |  |           |  
|Total current assets                                            |  |       |  | 209,597      |   |  | 1,429,975 |   |  | 1,573,080 |  
|                                                                |  |       |  |             
|Property and equipment, net                                     |  | 6     |  | 2,637        |   |  | 17,993    |   |  | 17,848    |  
|Intangible assets, net                                          |  | 7 & 8 |  | 17,677       |   |  | 120,602   |   |  | 148,659   |  
|Goodwill                                                        |  | 7 & 8 |  | 17,095       |   |  | 116,632   |   |  | 99,474    |  
|Investment in an affiliated company                             |  |       |  | 61           |   |  | 416       |   |  | 416       |  
|Other assets                                                    |  |       |  | 175          |   |  | 1,192     |   |  | 1,063     |  
|                                                                |  |       |  |              |   |  |           |   |  |           |  
|TOTAL ASSETS                                                    |  |       |  | 247,242      |   |  | 1,686,810 |   |  | 1,840,540 |  
|                                                                |  |       |  |              |   |  |           |   |  |           |  
|LIABILITIES AND STOCKHOLDERS EQUITY                            |  |       |  |              |   |  |           |   |  |           |  
|                                                                |  |       |  |             
|Current liabilities:                                            |  |       |  |              |   |  |           |   |  |           |  
|Accounts payable                                                |  |       |  | 15,758       |   |  | 107,512   |   |  | 174,628   |  
|Bank borrowings                                                 |  | 9     |  |             |   |  |          |   |  | 9,080     |  
|Amount due to a related party                                   |  | 17    |  |             |   |  |          |   |  | 1,403     |  
|Income taxes payable                                            |  | 10    |  | 1,206        |   |  | 8,225     |   |  | 6,957     |  
|Accrued expenses and other liabilities                          |  | 11    |  | 20,802       |   |  | 141,925   |   |  | 169,046   |  
|                                                                |  |       |  |              |   |  |           |   |  |           |  
|Total current liabilities                                       |  |       |  | 37,766       |   |  | 257,662   |   |  | 361,114   |  
|Deferred tax liabilities                                        |  | 10    |  | 2,886        |   |  | 19,693    |   |  | 25,558    |  
|                                                                |  |       |  |              |   |  |           |   |  |           |  
|Total liabilities                                               |  |       |  | 40,652       |   |  | 277,355   |   |  | 386,672   |  
|Minority interest                                               |  |       |  | 808          |   |  | 5,511     |   |  |          |  
|Stockholders equity:                                           |  |       |  |              |   |  |           |   |  |           |  
|Common stock                                                    |  |       |  |              |   |  |           |   |  |           |  
|Par value: USD0.01                                              |  |       |  |              |   |  |           |   |  |           |  
|Authorized: 200,000,000 shares                                  |  |       |  |              |   |  |           |   |  |           |  
|Issued: 39,176,072 shares                                       |  |       |  |              |   |  |           |   |  |           |  
|Outstanding: 35,231,661 shares in 2008                          |  |       |  |              |   |  |           |   |  |           |  
|38,496,167 shares in 2007                                       |  |       |  | 468          |   |  | 3,196     |   |  | 3,150     |  
|Additional paid in capital                                      |  |       |  | 168,097      |   |  | 1,146,840 |   |  | 1,085,459 |  
|Retained earnings                                               |  |       |  | 76,840       |   |  | 524,240   |   |  | 428,333   |  
|Accumulated other comprehensive loss                            |  |       |  | (15,777      | ) |  | (107,645  | ) |  | (63,074   | )
|                                                                |  |       |  |              |   |  |           |   |  |           |  
|                                                                |  |       |  | 229,628      |   |  | 1,566,631 |   |  | 1,453,868 |  
|Less cost of common stock in treasury, 3,944,411 shares in 2008 |  |       |  | (23,846      | ) |  | (162,687  | ) |  |          |  
|                                                                |  |       |  |              |   |  |           |   |  |           |  
|Total stockholders equity                                      |  |       |  | 205,782      |   |  | 1,403,944 |   |  | 1,453,868 |  
|Commitments and contingencies                                   |  | 16    |  |              |   |  |           |   |  |           |  
|                                                                |  |       |  |              |   |  |           |   |  |           |  
|                                                                |  |       |  |             
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                      |  |       |  | 247,242      |   |  | 1,686,810 |   |  | 1,840,540 |  
|                                                                |  |       |  |              |   |  |           |   |  |           |  

See accompanying notes to consolidated financial statements.



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##### Table of Contents

COGO GROUP, INC.

CONSOLIDATED STATEMENTS OF INCOME



(in thousands, except share data)



|                                                     |  |      |  |                         |   |  |            |   |  |            |   |  |            |  
|---------------------------------------------------- |  | ---- |  | ----------------------- | - |  | ---------- | - |  | ---------- | - |  | ---------- | -
|                                                     |  |      |  | Year ended December 31, |  
|                                                     |  | Note |  | 2008                    |   |  | 2008       |   |  | 2007       |   |  | 2006       |  
|                                                     |  |      |  | USD                     |   |  | RMB        |   |  | RMB        |   |  | RMB        |  
|Net revenue                                          |  |      |  |                         |   |  |            |   |  |            |   |  |            |  
|Product sales                                        |  | 14   |  | 283,158                 |   |  | 1,931,845  |   |  | 1,597,818  |   |  | 1,269,176  |  
|Services revenue                                     |  | 14   |  | 4,059                   |   |  | 27,695     |   |  | 68,690     |   |  | 54,387     |  
|                                                     |  |      |  |                         |   |  |            |   |  |            |   |  |            |  
|                                                     |  |      |  | 287,217                 |   |  | 1,959,540  |   |  | 1,666,508  |   |  | 1,323,563  |  
|Cost of sales                                        |  |      |  |                         |   |  |            |   |  |            |   |  |            |  
|Cost of goods sold                                   |  |      |  | (238,050                | ) |  | (1,624,101 | ) |  | (1,297,225 | ) |  | (1,042,951 | )
|Cost of services                                     |  |      |  | (2,736                  | ) |  | (18,664    | ) |  | (46,368    | ) |  | (33,928    | )
|                                                     |  |      |  |                         |   |  |            |   |  |            |   |  |            |  
|                                                     |  |      |  | (240,786                | ) |  | (1,642,765 | ) |  | (1,343,593 | ) |  | (1,076,879 | )
|                                                     |  |      |  |                         |   |  |            |   |  |            |   |  |            |  
|Gross profit                                         |  |      |  | 46,431                  |   |  | 316,775    |   |  | 322,915    |   |  | 246,684    |  
|Selling, general and administrative expenses         |  |      |  | (23,415                 | ) |  | (159,745   | ) |  | (135,631   | ) |  | (90,097    | )
|Research and development expenses                    |  |      |  | (7,467                  | ) |  | (50,947    | ) |  | (40,973    | ) |  | (27,977    | )
|Impairment loss of goodwill and intangible assets    |  | 8    |  | (4,948                  | ) |  | (33,759    | ) |  |           |   |  |           |  
|Other operating income                               |  |      |  | 31                      |   |  | 214        |   |  | 170        |   |  | 185        |  
|                                                     |  |      |  |                         |   |  |            |   |  |            |   |  |            |  
|Income from operations                               |  |      |  | 10,632                  |   |  | 72,538     |   |  | 146,481    |   |  | 128,795    |  
|Gain on disposal of a subsidiary                     |  |      |  |                        |   |  |           |   |  |           |   |  | 6,673      |  
|Interest expense                                     |  |      |  | (155                    | ) |  | (1,056     | ) |  | (2,335     | ) |  | (2,896     | )
|Interest income                                      |  |      |  | 4,089                   |   |  | 27,895     |   |  | 25,637     |   |  | 7,352      |  
|                                                     |  |      |  |                         |   |  |            |   |  |            |   |  |            |  
|Earnings before income taxes and minority interest   |  |      |  | 14,566                  |   |  | 99,377     |   |  | 169,783    |   |  | 139,924    |  
|Income tax expense                                   |  | 10   |  | (325                    | ) |  | (2,215     | ) |  | (14,275    | ) |  | (11,104    | )
|                                                     |  |      |  |                         |   |  |            |   |  |            |   |  |            |  
|Earnings before minority interest                    |  |      |  | 14,241                  |   |  | 97,162     |   |  | 155,508    |   |  | 128,820    |  
|Minority interest                                    |  |      |  | (184                    | ) |  | (1,255     | ) |  | (3,065     | ) |  | (5,545     | )
|                                                     |  |      |  |                         |   |  |            |   |  |            |   |  |            |  
|Net income                                           |  |      |  | 14,057                  |   |  | 95,907     |   |  | 152,443    |   |  | 123,275    |  
|Earnings per share                                   |  |      |  |                         |   |  |            |   |  |            |   |  |            |  
|Basic                                                |  | 13   |  | 0.37                    |   |  | 2.49       |   |  | 4.12       |   |  | 3.83       |  
|                                                     |  |      |  |                         |   |  |            |   |  |            |   |  |            |  
|Diluted                                              |  | 13   |  | 0.36                    |   |  | 2.42       |   |  | 3.98       |   |  | 3.64       |  
|                                                     |  |      |  |                         |   |  |            |   |  |            |   |  |            |  
|Weighted average number of common shares outstanding |  |      |  |                         |   |  |            |   |  |            |   |  |            |  
|Basic                                                |  | 13   |  |                         |   |  | 38,488,861 |   |  | 36,974,100 |   |  | 32,200,044 |  
|                                                     |  |      |  |                         |   |  |            |   |  |            |   |  |            |  
|Diluted                                              |  | 13   |  |                         |   |  | 39,585,921 |   |  | 38,306,969 |   |  | 33,829,519 |  
|                                                     |  |      |  |                         |   |  |            |   |  |            |   |  |            |  

See accompanying notes to consolidated financial statements.



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##### Table of Contents

COGO GROUP, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME



(in thousands, except share data)



|                                                                                                        |  |                  |   |  |                          |   |  |                  |   |                                   |         |  |               |   |  |                          |   |  |                     |   |  |         |  
|------------------------------------------------------------------------------------------------------- |  | ---------------- | - |  | ------------------------ | - |  | ---------------- | - | --------------------------------- | ------- |  | ------------- | - |  | ------------------------ | - |  | ------------------- | - |  | ------- | -
|                                                                                                        |  | Common Stock     |   |  | Additionalpaid incapital |   |  | Retainedearnings |   | Accumulatedothercomprehensiveloss |         |  | TreasuryStock |   |  | Totalstockholdersequity |   |  | Comprehensiveincome |  
|                                                                                                        |  | Number of shares |   |  | RMB                      |   |  | RMB              |   |                                   | RMB     |  | RMB           |   |  | RMB                      |   |  | RMB                 |   |  | RMB     |  
|Balance as of January 1, 2006                                                                           |  | 31,445,058       |   |  | 2,602                    |   |  | 358,775          |   |                                   | 152,615 |  | (7,433        | ) |  |                         |   |  | 506,559             |   |  |         |  
|Net income                                                                                              |  |                 |   |  |                         |   |  |                 |   |                                   | 123,275 |  |              |   |  |                         |   |  | 123,275             |   |  | 123,275 |  
|Foreign currency translation adjustments                                                                |  |                 |   |  |                         |   |  |                 |   |                                   |        |  | (9,985        | ) |  |                         |   |  | (9,985              | ) |  | (9,985  | )
|                                                                                                        |  |                  |   |  |                          |   |  |                  |   |                                   |         |  |               |   |  |                          |   |  |                     |   |  |         |  
|Comprehensive income                                                                                    |  |                  |   |  |                          |   |  |                  |   |                                   |         |  |               |   |  |                          |   |  |                     |   |  | 113,290 |  
|Issuance of common stock pursuant to share-based compensation plan                                      |  | 1,635,482        |   |  | 132                      |   |  | 37,851           |   |                                   |        |  |              |   |  |                         |   |  | 37,983              |   |  |         |  
|Repurchase of shares issued under stock option exercises                                                |  | (108,639         | ) |  | (9                       | ) |  | (13,934          | ) |                                   |        |  |              |   |  |                         |   |  | (13,943             | ) |  |         |  
|Share-based compensation                                                                                |  |                 |   |  |                         |   |  | 20,029           |   |                                   |        |  |              |   |  |                         |   |  | 20,029              |   |  |         |  
|                                                                                                        |  |                  |   |  |                          |   |  |                  |   |                                   |         |  |               |   |  |                          |   |  |                     |   |  |         |  
|Balance as of December 31, 2006                                                                         |  | 32,971,901       |   |  | 2,725                    |   |  | 402,721          |   |                                   | 275,890 |  | (17,418       | ) |  |                         |   |  | 663,918             |   |  |         |  
|Net income                                                                                              |  |                 |   |  |                         |   |  |                 |   |                                   | 152,443 |  |              |   |  |                         |   |  | 152,443             |   |  | 152,443 |  
|Foreign currency translation adjustments                                                                |  |                 |   |  |                         |   |  |                 |   |                                   |        |  | (45,656       | ) |  |                         |   |  | (45,656             | ) |  | (45,656 | )
|                                                                                                        |  |                  |   |  |                          |   |  |                  |   |                                   |         |  |               |   |  |                          |   |  |                     |   |  |         |  
|Comprehensive income                                                                                    |  |                  |   |  |                          |   |  |                  |   |                                   |         |  |               |   |  |                          |   |  |                     |   |  | 106,787 |  
|Issuance of common stock pursuant to share-based compensation plan                                      |  | 464,266          |   |  | 35                       |   |  | 3,245            |   |                                   |        |  |              |   |  |                         |   |  | 3,280               |   |  |         |  
|Share-based compensation                                                                                |  |                 |   |  |                         |   |  | 38,015           |   |                                   |        |  |              |   |  |                         |   |  | 38,015              |   |  |         |  
|Issuance of share in connection with public offering, net of issuance costs of RMB7,709                 |  | 5,060,000        |   |  | 390                      |   |  | 641,478          |   |                                   |        |  |              |   |  |                         |   |  | 641,868             |   |  |         |  
|                                                                                                        |  |                  |   |  |                          |   |  |                  |   |                                   |         |  |               |   |  |                          |   |  |                     |   |  |         |  
|Balance as of December 31, 2007                                                                         |  | 38,496,167       |   |  | 3,150                    |   |  | 1,085,459        |   |                                   | 428,333 |  | (63,074       | ) |  |                         |   |  | 1,453,868           |   |  |         |  
|Net income                                                                                              |  |                 |   |  |                         |   |  |                 |   |                                   | 95,907  |  |              |   |  |                         |   |  | 95,907              |   |  | 95,907  |  
|Foreign currency translation adjustments                                                                |  |                 |   |  |                         |   |  |                 |   |                                   |        |  | (44,571       | ) |  |                         |   |  | (44,571             | ) |  | (44,571 | )
|                                                                                                        |  |                  |   |  |                          |   |  |                  |   |                                   |         |  |               |   |  |                          |   |  |                     |   |  |         |  
|Comprehensive income                                                                                    |  |                  |   |  |                          |   |  |                  |   |                                   |         |  |               |   |  |                          |   |  |                     |   |  | 51,336  |  
|Issuance of common stock pursuant to share-based compensation plan                                      |  | 502,602          |   |  | 34                       |   |  | (34              | ) |                                   |        |  |              |   |  |                         |   |  |                    |   |  |         |  
|Share-based compensation                                                                                |  |                 |   |  |                         |   |  | 40,722           |   |                                   |        |  |              |   |  |                         |   |  | 40,722              |   |  |         |  
|Issuance of common stock in connection with consideration paid for the acquisition of Comtech Broadband |  | 177,303          |   |  | 12                       |   |  | 20,693           |   |                                   |        |  |              |   |  |                         |   |  | 20,705              |   |  |         |  
|Purchases of treasury stock                                                                             |  | (3,944,411       | ) |  |                         |   |  |                 |   |                                   |        |  |              |   |  | (162,687                 | ) |  | (162,687            | ) |  |         |  
|Balance as of December 31, 2008                                                                         |  | 35,231,661       |   |  | 3,196                    |   |  | 1,146,840        |   |                                   | 524,240 |  | (107,645      | ) |  | (162,687                 | ) |  | 1,403,944           |   |  |         |  
|Balance as of December 31, 2008 (in USD)                                                                |  |                  |   |  | 468                      |   |  | 168,097          |   |                                   | 76,840  |  | (15,777       | ) |  | (23,846                  | ) |  | 205,782             |   |  |         |  
|                                                                                                        |  |                  |   |  |                          |   |  |                  |   |                                   |         |  |               |   |  |                          |   |  |                     |   |  |         |  

See accompanying notes to consolidated financial statements.



F-7



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##### Table of Contents

COGO GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS



(in thousands)



|                                                                                            |  |                          |   |  |          |   |  |          |   |  |         |  
|------------------------------------------------------------------------------------------- |  | ------------------------ | - |  | -------- | - |  | -------- | - |  | ------- | -
|                                                                                            |  | Years ended December 31, |  
|                                                                                            |  | 2008                     |   |  | 2008     |   |  | 2007     |   |  | 2006    |  
|                                                                                            |  | USD                      |   |  | RMB      |   |  | RMB      |   |  | RMB     |  
|Cash flows from operating activities:                                                       |  |                          |   |  |          |   |  |          |   |  |         |  
|Net income                                                                                  |  | 14,057                   |   |  | 95,907   |   |  | 152,443  |   |  | 123,275 |  
|Adjustments to reconcile net income to net cash provided by operating activities:           |  |                          |   |  |          |   |  |          |   |  |         |  
|Depreciation expense                                                                        |  | 1,285                    |   |  | 8,765    |   |  | 5,110    |   |  | 2,359   |  
|Amortization of intangible assets                                                           |  | 4,211                    |   |  | 28,719   |   |  | 13,405   |   |  | 695     |  
|Impairment loss of goodwill and intangible assets                                           |  | 4,948                    |   |  | 33,759   |   |  |         |   |  |        |  
|In-process research and development                                                         |  | 643                      |   |  | 4,390    |   |  |         |   |  |        |  
|Deferred income taxes                                                                       |  | (1,589                   | ) |  | (10,841  | ) |  | (440     | ) |  |        |  
|Loss on disposal of property and equipment                                                  |  | 7                        |   |  | 50       |   |  | 87       |   |  | 94      |  
|Minority interest                                                                           |  | 184                      |   |  | 1,255    |   |  | 3,065    |   |  | 5,545   |  
|Share-based compensation                                                                    |  | 5,969                    |   |  | 40,722   |   |  | 38,015   |   |  | 20,029  |  
|Gain on disposal of a subsidiary                                                            |  |                         |   |  |         |   |  |         |   |  | (6,673  | )
|Changes in current assets and liabilities, net of effects of acquisitions and dispositions: |  |                          |   |  |          |   |  |          |   |  |         |  
|Accounts receivable, net                                                                    |  | (12,606                  | ) |  | (86,005  | ) |  | (156,297 | ) |  | (5,398  | )
|Bills receivable                                                                            |  | 3,187                    |   |  | 21,745   |   |  | (3,503   | ) |  | 22,608  |  
|Inventories                                                                                 |  | 5,973                    |   |  | 40,748   |   |  | (59,104  | ) |  | 26,870  |  
|Prepaid expenses and other receivables                                                      |  | (580                     | ) |  | (3,958   | ) |  | (5,999   | ) |  | (8,377  | )
|Accounts payable                                                                            |  | (8,897                   | ) |  | (60,698  | ) |  | 65,670   |   |  | 5,984   |  
|Amount due to a related party                                                               |  | (196                     | ) |  | (1,338   | ) |  |         |   |  | (294    | )
|Income taxes payable                                                                        |  | (23                      | ) |  | (156     | ) |  | (2,603   | ) |  | 5,198   |  
|Accrued expenses and other liabilities                                                      |  | (2,287                   | ) |  | (15,602  | ) |  | (3,434   | ) |  | 10,923  |  
|                                                                                            |  |                          |   |  |          |   |  |          |   |  |         |  
|Net cash provided by operating activities                                                   |  | 14,286                   |   |  | 97,462   |   |  | 46,415   |   |  | 202,838 |  
|Cash flows from investing activities:                                                       |  |                          |   |  |          |   |  |          |   |  |         |  
|Decrease/(increase) in pledged bank deposits                                                |  | (10,108                  | ) |  | (68,963  | ) |  | 203      |   |  | (16,055 | )
|Payments for acquisitions of subsidiaries, net of cash acquired                             |  | (6,058                   | ) |  | (41,333  | ) |  | (82,837  | ) |  | (12,709 | )
|Purchases of property and equipment                                                         |  | (1,107                   | ) |  | (7,551   | ) |  | (9,034   | ) |  | (7,514  | )
|Proceeds from disposal of property and equipment                                            |  |                         |   |  |         |   |  |         |   |  | 5       |  
|Investment in an affiliated company                                                         |  |                         |   |  |         |   |  |         |   |  | (421    | )
|Net proceeds from disposal of a subsidiary                                                  |  |                         |   |  |         |   |  |         |   |  | 27,742  |  
|                                                                                            |  |                          |   |  |          |   |  |          |   |  |         |  
|Net cash used in investing activities                                                       |  | (17,273                  | ) |  | (117,847 | ) |  | (91,668  | ) |  | (8,952  | )
|Cash flow from financing activities:                                                        |  |                          |   |  |          |   |  |          |   |  |         |  
|Purchase of treasury stock                                                                  |  | (23,846                  | ) |  | (162,687 | ) |  |         |   |  |        |  
|Repayment of bank borrowings                                                                |  | (2,633                   | ) |  | (17,962  | ) |  | (20,039  | ) |  | (6,305  | )
|Proceeds from issuance of common stock, net                                                 |  |                         |   |  |         |   |  | 641,868  |   |  |        |  
|Proceeds from exercises of stock warrants and options                                       |  |                         |   |  |         |   |  | 3,280    |   |  | 37,983  |  
|Payments for repurchase of shares issued under stock options exercises                      |  |                         |   |  |         |   |  |         |   |  | (13,943 | )
|Contribution from minority interest                                                         |  |                         |   |  |         |   |  |         |   |  | 3,309   |  
|Dividend paid to minority interest                                                          |  |                         |   |  |         |   |  |         |   |  | (9,124  | )
|                                                                                            |  |                          |   |  |          |   |  |          |   |  |         |  
|Net cash provided by/(used in) financing activities                                         |  | (26,479                  | ) |  | (180,649 | ) |  | 625,109  |   |  | 11,920  |  
|                                                                                            |  |                          |   |  |          |   |  |          |   |  |         |  
|Effect of exchange rate changes on cash                                                     |  | (4,725                   | ) |  | (32,237  | ) |  | (35,353  | ) |  | (7,757  | )
|                                                                                            |  |                          |   |  |          |   |  |          |   |  |         |  
|Net (decrease)/increase in cash                                                             |  | (34,191                  | ) |  | (233,271 | ) |  | 544,503  |   |  | 198,049 |  
|Cash at beginning of the year                                                               |  | 134,797                  |   |  | 919,650  |   |  | 375,147  |   |  | 177,098 |  
|                                                                                            |  |                          |   |  |          |   |  |          |   |  |         |  
|Cash at end of the year                                                                     |  | 100,606                  |   |  | 686,379  |   |  | 919,650  |   |  | 375,147 |  
|                                                                                            |  |                          |   |  |          |   |  |          |   |  |         |  
|Supplementary cash flow information:                                                        |  |                          |   |  |          |   |  |          |   |  |         |  
|Interest paid                                                                               |  | 155                      |   |  | 1,056    |   |  | 2,335    |   |  | 2,896   |  
|                                                                                            |  |                          |   |  |          |   |  |          |   |  |         |  
|Income taxes paid                                                                           |  | 1,712                    |   |  | 11,680   |   |  | 17,028   |   |  | 4,358   |  
|                                                                                            |  |                          |   |  |          |   |  |          |   |  |         |  
|Non-cash investing activities:                                                              |  |                          |   |  |          |   |  |          |   |  |         |  
|Stock issued for an acquisition                                                             |  | 3,000                    |   |  | 20,468   |   |  |         |   |  |        |  
|Goodwill adjustment related to an acquisition                                               |  |                         |   |  |         |   |  | 52,782   |   |  |        |  

See accompanying notes to consolidated financial statements.



F-8



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##### Table of Contents

COGO GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)



|1. | ORGANIZATION AND NATURE OF OPERATIONS
|-- | -------------------------------------

Cogo Group,
Inc. (the Company), formerly Comtech Group, Inc., and its subsidiaries (together, the Group) are principally engaged in the sale of component parts for electronic devices and equipment, such as liquid crystal display,
cameras, persistent storage and peripheral devices for wireless handsets and fixed-line telecommunications, to manufacturers in the Peoples Republic of China (PRC) and other overseas countries. The Group also provides technology
and engineering services, business process outsourcing and other related services in the PRC.

As of December 31, 2008, the
subsidiaries which principally affect the results of operations and financial condition of the Company are as follows:



|                                                                                    |  |                                        |  |                                 |   |  |                                                                                                       
|----------------------------------------------------------------------------------- |  | -------------------------------------- |  | ------------------------------- | - |  | ------------------------------------------------------------------------------------------------------
|Name of company                                                                     |  | Place of incorporation orestablishment |  | Attributable equityinterestheld |   |  | Principal activity                                                                                    
|Comloca Technology (Shenzhen) CompanyLimited (Comloca)                            |  | PRC                                    |  | 100                             | % |  | Location-based search business                                                                        
|                                                                                    |  |                                        | 
|Comtech Broadband Corporation Limited(Comtech Broadband)                          |  | Hong Kong                              |  | 100                             | % |  | Sales of electronics components and related products (note 7)                                         
|                                                                                    |  |                                        | 
|Comtech Communication Technology(Shenzhen) Company Limited(Comtech Communication) |  | PRC                                    |  | 100                             | % |  | Sales of electronics components and related products                                                  
|                                                                                    |  |                                        | 
|Comtech International (Hong Kong)Limited (Comtech Hong Kong)                      |  | Hong Kong                              |  | 100                             | % |  | Sales of electronics components and related products                                                  
|                                                                                    |  |                                        | 
|Comtech Software Technology (Shenzhen)Company Limited (Comtech Software)          |  | PRC                                    |  | 100                             | % |  | Sales of electronics components and related products and research and development of software products



F-9



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##### Table of Contents

COGO GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)



|                                                            |  |           |  |     |   |  |                                                                                                                                                 
|----------------------------------------------------------- |  | --------- |  | --- | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------
|Epcot Multimedia Technology (SZ) Co.Ltd. (Epcot)          |  | PRC       |  | 100 | % |  | Provision of media communication and collaboration platforms and solutions                                                                      
|                                                            |  |           | 
|Keen Awards Limited(Keen Awards)                          |  | Hong Kong |  | 100 | % |  | Sales of technology components and provision of design and engineering services for integrated display technology solutions (note 7)            
|                                                            |  |           | 
|Shenzhen Comtech International Limited(Shenzhen Comtech)  |  | PRC       |  | 100 | % |  | Sales of electronics components and related products (note a)                                                                                   
|                                                            |  |           | 
|Shanghai E&T System Company Limited(Shanghai E & T)       |  | PRC       |  | 100 | % |  | Sales of electronics components and related products (note a) (note 7)                                                                          
|                                                            |  |           | 
|Shenzhen Huameng Software Company Limited(Huameng PRC)    |  | PRC       |  | 100 | % |  | Provision of technology and engineering services, outsourcing, network system integration and related training and maintenance services (note 7)
|                                                            |  |           | 
|Viewtran Technology (Shenzhen) Co.,Limited (Viewtran PRC) |  | PRC       |  | 100 | % |  | Provision of media communication and collaboration platforms and solutions (note 7)                                                             
|                                                            |  |           | 
|Rise Year Limited (Rise Year)                             |  | Hong Kong |  | 70  | % |  | Provision of code division multiple access (CDMA) mobile handset design solutions (note 7)                                                    



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##### Table of Contents

COGO GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)



|1. | ORGANIZATION AND NATURE OF OPERATIONScontinued
|-- | -----------------------------------------------



|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Note a |  | The Company exercises its control over Shenzhen Comtech, which in turn, has 95% equity interest in Shanghai E&T, through legal arrangements between Comtech (China) Holding Limited
(Comtech China), a wholly-owned subsidiary of the Company, and Shenzhen Comtechs legal shareholders (Legal Shareholders), Jeffrey Kang, CEO of the Group, Huimo Chen, the mother of Jeffrey Kang, and Honghui Li, the Vice
President of the Group. In 2006, Jeffrey Kang executed an agreement to transfer his 99% equity interest in Shenzhen Comtech to Honghui Li. The Legal Shareholders agreed to hold the equity interest in Shenzhen Comtech on behalf of Comtech China, and
waived their full rights and risks of ownership of the equity interests in favor of Comtech China.
|       | 
|       |  | The legal shareholders of Shanghai E&T is Shenzhen Comtech and Honghui Li with equity interests of 95% and 5% respectively. Honghui Li entered into and is bound by similar legal
arrangements with Comtech China relating to his holding of 5% equity interest in Shanghai E&T on behalf of Comtech China waiving his full rights and risks of ownership of the equity interests in favor of Comtech China.                                                                                                                                                                                                                                                                                                                                                                   





|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|-- | ------------------------------------------

The
accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP).



| | (a) | Principle of Consolidation
| | --- | --------------------------

The consolidated
financial statements include the accounts of Cogo Group, Inc. and its subsidiaries. All significant inter-company balances and transactions have been eliminated upon consolidation.



| | (b) | Use of estimates
| | --- | ----------------

The preparation of the
consolidated financial statements in conformity with U.S. GAAP requires management of the Group to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosure of contingent assets and
liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Significant items subject to such estimates and assumptions include the recoverability of the carrying amount of
property and equipment, goodwill and intangible assets; the allocation of the purchase price for the Companys acquisitions; the collectibility of accounts receivable; the realizability of deferred tax assets and inventories; fair value of
share-based compensation; the useful lives and salvage values of property and equipment; and amounts recorded for contingencies. These estimates are often based on complex judgments and assumptions that management believes to be reasonable but are
inherently uncertain and unpredictable. Actual results may differ from those estimates.



| | (c) | Foreign Currency Transactions and Translation
| | --- | ---------------------------------------------

The Groups reporting currency is the Renminbi (RMB). The functional currency of the Company is the U.S. dollar (USD), whereas the functional currency of the Companys subsidiaries in the PRC and Hong Kong
is the RMB and Hong Kong dollar, respectively. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the date of the transaction. Monetary assets and
liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at each balance sheet date. The resulting exchange differences are recorded in the consolidated
statements of income.



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##### Table of Contents

COGO GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)



Gains and losses resulting from translation of the financial statements of the Company and the
Companys subsidiaries in Hong Kong into the RMB reporting currency are recorded as a separate component of accumulated other comprehensive loss within stockholders equity.

For the convenience of the readers, the December 31, 2008 RMB amounts, included in the accompanying consolidated financial statements have been translated
into USD at the rate of USD1.00 = RMB6.8225, representing the rate quoted by the Peoples Bank of China at the close of business on December 31, 2008. No representation is made that the RMB amounts could have been, or could be, converted
into USD at that rate or at any particular rate or at all.



| | (d) | Cash and Pledged Bank Deposits
| | --- | ------------------------------

Cash
consists of cash on hand, cash in bank accounts and interest-bearing savings accounts. Cash deposits that are restricted as to withdrawal or pledged as security, are disclosed separately on the face of the consolidated balance sheet, and not
included in the total cash for the purpose of the consolidated statements of cash flows.



| | (e) | Accounts Receivable
| | --- | -------------------

Accounts receivable are
recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Groups best estimate of the amount of probable credit losses in the Groups existing accounts receivable. The Group determines the
allowance based on a review of specifically identified accounts and aging data. The Group reviews its allowance for doubtful accounts monthly. Past due balances over 90 days and over a specified amount are reviewed individually for collectibility.
All other balances are reviewed on a pooled basis.

Account balances are charged off against the allowance after all means of collection
have been exhausted and the potential for recovery is considered remote. The Companys subsidiaries in the PRC are required to comply with local tax requirements on the write-offs of doubtful accounts, which allow for the deductibility of such
write-offs only when sufficient evidence is available to prove the debtors inability to make payments. For financial reporting purposes, the Group generally records write-offs of doubtful accounts at the same time the local tax requirements
for the write-offs are met. As a result, there are generally time lags between the time when a provision for doubtful accounts is provided and the time the doubtful accounts and the related allowance are written off.

Apart from those disclosed in note 16(c), the Group does not have any off balance-sheet credit exposure related to its customers.



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##### Table of Contents

COGO GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)



| | (f) | Inventories
| | --- | -----------

Inventories are stated at the
lower of cost or market. Cost is determined by the first-in, first-out method. Cost of inventories comprises direct materials.



| | (g) | Long-lived Assets
| | --- | -----------------

Property and Equipment
and Intangible Assets

Property and equipment is stated at cost. Depreciation is calculated on a straight-line method over the estimated
useful lives of the assets. The estimated useful lives are as follows:



|                                                                                                                          |  |               
|------------------------------------------------------------------------------------------------------------------------- |  | --------------
|Office unit                                                                                                               |  | 20 years      
|Furniture and office equipment                                                                                            |  | 5 years       
|Machinery                                                                                                                 |  | 5 years       
|Motor vehicles                                                                                                            |  | 5 years       
|                                                                                                                         
|Intangible assets that are subject to amortization are amortized over their respective estimated useful lives as follows:
|                                                                                                                          | 
|Customer relationships                                                                                                    |  | 5 to 10 years 
|Proprietary technology                                                                                                    |  | 3 to 4 years  
|Proprietary designs                                                                                                       |  | 3 years       
|Website and software assets                                                                                               |  | 3 years       
|Non-compete agreements                                                                                                    |  | 1 to 3 year(s)
|License agreements                                                                                                        |  | 2 years       

Property and equipment and intangible assets subject to amortization are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted
future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the estimated
fair value of the asset. Assets to be disposed of are separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated.



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##### Table of Contents

COGO GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)



Goodwill

Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a purchase business combination. Goodwill is not amortized, but instead tested for impairment at the
reporting unit level at least annually and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The goodwill impairment test is a two-step test. Under the first step, the fair value of a reporting unit
is compared with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying value, step two does not need to be performed. However, if the fair value of the reporting unit is less than its carrying value,
an indication of goodwill impairment exists for the reporting unit and the Group must perform step two of the impairment test (measurement). Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting
units goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation. The residual fair value after
this allocation is the implied fair value of the reporting unit goodwill. Fair value of the reporting unit is determined using a discounted cash flow analysis. For the years ended December 31, 2008, 2007 and 2006, the Group performed its annual
impairment review of goodwill and recorded an impairment loss of RMB4,264 (USD625) (2007 and 2006: Nil).



| | (h) | Investment in an Affiliated Company
| | --- | -----------------------------------

An
investment in an affiliated company is an entity in which the Group has significant influence, but not control, over its management, including participation in the financial and operating policy decisions.

An investment in an affiliated company is accounted for in the consolidated financial statements under the equity method and is initially recorded at cost
and adjusted thereafter for the Groups share of the affiliates income or losses. When the Groups share of losses exceeds its interest in the affiliate, the Groups interest is reduced to nil and recognition of further losses
is discontinued.

The Group recognizes an impairment loss when there is a reduction in value below the carrying value of an investment in an
affiliated company that is considered to be other-than-temporary. The impairment loss is charged to earnings and a new cost basis for the investment is established. The process of assessing and determining whether impairment loss on an investment in
an affiliated company is other-than-temporary requires a significant amount of judgment. In determining whether an impairment loss is other-than-temporary, management considers whether it has the ability and intent to hold the investment until
recovery and whether evidence indicating the carrying value of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and duration of the decline
in value, any change in value subsequent to year end, and forecasted performance of the investee. Based on managements evaluation, there were no impairment charges on the investment in an affiliated company for all periods presented.



| | (i) | Income Taxes
| | --- | ------------

Income taxes are accounted for
under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their
respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in consolidated statements of income in the period that includes the enactment date or date of change in tax rate. A valuation allowance
is provided to reduce the amount of deferred tax assets if it is considered more likely than not that some portion or all of the deferred tax assets will not be realized.



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##### Table of Contents

COGO GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)



On January 1, 2007, the Group adopted Financial Accounting Standards Board (FASB)
Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of Statement of Financial Accounting Standards No. 109 (FIN 48). FIN 48 clarifies the accounting for uncertain tax positions. This
interpretation requires that an entity recognizes in the consolidated financial statements the impact of a tax position, if that position is more likely than not of being sustained upon examination, based on the technical merits of the position.
Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgement occurs. The Group has elected to
classify interest and penalties related to unrecognized tax benefits, if and when required, as a component of income tax expense in the consolidated statements of income. According to the PRC Tax Administration and Collection Law, the statute of
limitations is three years if the underpayment of taxes is due to computational errors made by the taxpayer or the withholding agent. The statute of limitations is extended to five years under special circumstances, which are not clearly defined. In
the case of a related party transaction, the statute of limitation is ten years. There is no statute of limitation in the case of tax evasion. The adoption of FIN 48 did not have a significant effect on the consolidated financial statements.



| | (j) | Revenue Recognition
| | --- | -------------------

Sales of
Components

The Company recognizes revenue at the point in time when the components are delivered and the customer takes ownership and
assumes risk of loss, collection of the relevant receivable is probable, persuasive evidence of an arrangement exists and the sales price is fixed or determinable.

Sales of components represent the invoiced value of goods, net of value added taxes (VAT), sales returns, trade discounts and allowances.

In the PRC, VAT at a general rate of 17% on invoice amount is collected on behalf of tax authorities in respect of the sales of products and is not
recorded as revenue. VAT collected from customers, net of VAT paid for purchases, is recorded as a liability in the consolidated balance sheets until it is paid to the authorities.

Engineering Services

Revenue for
services is generally recognized when services are performed.



| | (k) | Research and Development and Advertising
| | --- | ----------------------------------------

Research and development and advertising costs are expensed as incurred. Research and development costs, inclusive of in-process research and development, amounted to RMB50,947 (USD7,467), RMB40,973 and RMB27,977 for the years ended
December 31, 2008, 2007 and 2006, respectively. Advertising costs amounted to RMB713 (USD105), RMB801 and RMB2,257 for the years ended December 31, 2008, 2007 and 2006, respectively.



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##### Table of Contents

COGO GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)



| | (l) | Shipping and Handling Fees and Costs
| | --- | ------------------------------------

Costs
incurred by the Group for shipping and handling, including costs paid to third-party transportation companies, to transport and deliver products to customers, are included in selling, general and administrative expenses. Shipping and
handling fees and costs amounted to RMB8,423 (USD1,235), RMB7,247 and RMB5,184 for the years ended December 31, 2008, 2007 and 2006, respectively.



| | (m) | Share-based Compensation
| | --- | ------------------------

Effective
January 1, 2006, the Group adopted Statements of Financial Accounting Standards (SFAS) No. 123R, Share-Based Payment (SFAS No. 123R). Under SFAS No. 123R, the Group measures the cost of employee
services received in exchange for an award of equity instruments based on the grant-date fair value of the award and recognizes the costs over the period the employee is required to provide service in exchange for the award, which generally is the
vesting period. For awards with performance conditions, the compensation expense is based on the grant-date fair value of the award, the number of shares ultimately expected to vest and the vesting period.

Share-based compensation expense of RMB40,722 (USD5,969), RMB38,015 and RMB20,029 for the years ended December 31, 2008, 2007 and 2006, respectively.
Since share-based compensation is not tax deductible in the PRC and the United States, no related tax benefit has been recognized.

The
Company currently uses authorized shares to satisfy share award exercises.



| | (n) | Earnings per Share
| | --- | ------------------

Basic earnings per share
is computed by dividing net income by the weighted average number of common stock outstanding during the year, including contingently issuable shares when all necessary conditions for the issuance have been satisfied. Diluted earnings per share is
computed by dividing net income by the weighted average number of common and dilutive potential common shares outstanding during the year. Dilutive potential common shares consist of common shares issuable upon the exercise of stock options,
non-vested equity share units, including performance shares, warrants using the treasury stock method. Dilutive potential common shares also includes common shares issuable in connection with a business combination upon resolution of contingencies
based on the number of such shares that would be issuable at the end of the year assuming it was the end of the contingency period.



F-16



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##### Table of Contents

COGO GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)



| | (o) | Commitments and Contingencies
| | --- | -----------------------------

Liabilities
for loss contingencies arising from claims, assessments, litigation, fines and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.



| | (p) | Recently Issued Accounting Pronouncements
| | --- | -----------------------------------------

FASB Statement No. 141(R) (SFAS No. 141(R)) and FASB Statement No. 160 (SFAS No. 160)

In December 2007, the FASB issued SFAS No. 141(R), Business Combinationsand SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements  an amendment to ARB
No. 51.SFAS No. 141(R) and SFAS No. 160 require most identifiable assets, liabilities, noncontrolling interests and goodwill acquired in a business combination to be recorded at full fair value and require
noncontrolling interests (previously referred to as minority interest) to be reported as a component of equity, which changes the accounting for transactions with noncontrolling interest holders. Both statements are effective for periods beginning
on or after December 15, 2008, and earlier adoption is prohibited. SFAS No. 141(R) will be applied to business combinations occurring after the effective date. SFAS No. 160 will be applied prospectively to all noncontrolling
interests, including any that arose before the effective date. SFAS No. 160 is effective for the Company on January 1, 2009. Except for the classification of minority interest as a component of equity the Company does not expect the initial adoption
of SFAS No. 160 will have a material effect on the Companys consolidated financial statements.

FASB Statement No. 161
(SFAS No. 161)

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments
and Hedging Activities, which requires enhanced disclosures about an entitys derivatives and hedging activities. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after
November 15, 2008. Since SFAS No. 161 only provides for additional disclosure requirements, management assessed that there will be no impact on the results of operations and financial position.



F-17



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##### Table of Contents

COGO GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)



|3 | ACCOUNTS RECEIVABLE, NET
|- | ------------------------

Accounts receivable
consist of the following:



|                                      |  |        |   |  |         |   |  |         |  
|------------------------------------- |  | ------ | - |  | ------- | - |  | ------- | -
|                                      |  | 2008   |   |  | 2008    |   |  | 2007    |  
|                                      |  | USD    |   |  | RMB     |   |  | RMB     |  
|Accounts receivable                   |  | 78,462 |   |  | 535,306 |   |  | 448,796 |  
|                                      |  |        |  
|Less: allowance for doubtful accounts |  | (5,469 | ) |  | (37,314 | ) |  | (30,467 | )
|                                      |  |        |   |  |         |   |  |         |  
|                                      |  | 72,993 |   |  | 497,992 |   |  | 418,329 |  
|                                      |  |        |   |  |         |   |  |         |  

An analysis of the allowance for doubtful accounts is as follows:



|                                                    |  |       |  |        |  |        |  |       
|--------------------------------------------------- |  | ----- |  | ------ |  | ------ |  | ------
|                                                    |  | 2008  |  | 2008   |  | 2007   |  | 2006  
|                                                    |  | USD   |  | RMB    |  | RMB    |  | RMB   
|Balance at the beginning of year                    |  | 4,466 |  | 30,467 |  | 15,415 |  | 7,495 
|Addition charged to allowance for doubtful accounts |  | 1,003 |  | 6,847  |  | 15,052 |  | 7,920 
|                                                    |  |       |  |        |  |        |  |       
|Balance at the end of year                          |  | 5,469 |  | 37,314 |  | 30,467 |  | 15,415
|                                                    |  |       |  |        |  |        |  |       

The Group has a credit policy in place and the exposure to credit risk is monitored on an ongoing
basis. Credit evaluations are performed on all customers requiring credit over a certain amount.



|4. | BILLS RECEIVABLE
|-- | ----------------

To reduce the Groups credit
risk, the Group requires certain customers to pay for the sale of the Groups products by bills receivable. Bills receivable represent short-term notes receivable issued by a financial institution that entitles the Group to receive the full
face amount from the financial institution at maturity, which generally ranges from 3 to 6 months from the date of issuance. Historically, the Group has experienced no losses on bills receivable.

The Group, in certain circumstances, has arranged to transfer with recourse certain of its bills receivable to banks. Under this discounting arrangement,
the bank pays a discounted amount to the Group and collects the amounts owed from the customers banks. The discount typically ranges from 4% to 6% of the balance transferred, which is recorded as interest expense.

For the years ended December 31, 2008, 2007 and 2006, the Group received proceeds from the sale of bills receivable amounting to RMB74,576
(USD10,931), RMB90,928 and RMB106,935, respectively. In addition, the Group recorded discounts amounting to RMB783 (USD115), RMB1,193 and RMB781 in respect of the bills receivable sold for the years ended December 31, 2008, 2007 and 2006,
respectively, which have been included in interest expense.

For bills receivable sold to banks that the Group has surrendered control, the
Group derecognized the discounted bills receivable pursuant to the provisions of SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities (SFAS No. 140). As of
December 31, 2008 and 2007, the Group has derecognized discounted bills receivable amounting to RMB22,054 (USD3,233) and RMB19,935, respectively in accordance with SFAS No. 140.



F-18



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##### Table of Contents

COGO GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)



|5. | INVENTORIES
|-- | -----------

Inventories by major categories are as
follows:



|               |  |        |  |        |  |        
|-------------- |  | ------ |  | ------ |  | -------
|               |  | 2008   |  | 2008   |  | 2007   
|               |  | USD    |  | RMB    |  | RMB    
|Raw materials  |  | 933    |  | 6,364  |  | 15,534 
|Finished goods |  | 13,117 |  | 89,491 |  | 114,358
|               |  |        |  |        |  |        
|Total          |  | 14,050 |  | 95,855 |  | 129,892
|               |  |        |  |        |  |        

Inventories amounting to RMB1,200 (USD176), Nil and RMB7,369 were written off during the years
ended December 31, 2008, 2007 and 2006, respectively.



|6 | PROPERTY AND EQUIPMENT, NET
|- | ---------------------------

Property and equipment
consists of the following:



|                               |  |        |   |  |         |   |  |         |  
|------------------------------ |  | ------ | - |  | ------- | - |  | ------- | -
|                               |  | 2008   |   |  | 2008    |   |  | 2007    |  
|                               |  | USD    |   |  | RMB     |   |  | RMB     |  
|Office unit                    |  | 244    |   |  | 1,671   |   |  | 1,671   |  
|Machinery                      |  | 509    |   |  | 3,472   |   |  | 2,361   |  
|Furniture and office equipment |  | 3,810  |   |  | 25,992  |   |  | 19,657  |  
|Motor vehicles                 |  | 828    |   |  | 5,648   |   |  | 4,326   |  
|                               |  |        |   |  |         |   |  |         |  
|Total                          |  | 5,391  |   |  | 36,783  |   |  | 28,015  |  
|Less: accumulated depreciation |  | (2,754 | ) |  | (18,790 | ) |  | (10,167 | )
|                               |  |        |   |  |         |   |  |         |  
|Property and equipment, net    |  | 2,637  |   |  | 17,993  |   |  | 17,848  |  
|                               |  |        |   |  |         |   |  |         |  

Depreciation expense for the years ended December 31, 2008, 2007 and 2006 is as follows:



|                                             |  |       |  |       |  |       |  |      
|-------------------------------------------- |  | ----- |  | ----- |  | ----- |  | -----
|                                             |  | 2008  |  | 2008  |  | 2007  |  | 2006 
|                                             |  | USD   |  | RMB   |  | RMB   |  | RMB  
|Cost of sales                                |  | 44    |  | 296   |  | 369   |  | 441  
|Selling, general and administrative expenses |  | 561   |  | 3,829 |  | 3,245 |  | 1,796
|Research and development expenses            |  | 680   |  | 4,640 |  | 1,496 |  | 122  
|                                             |  |       |  |       |  |       |  |      
|Total                                        |  | 1,285 |  | 8,765 |  | 5,110 |  | 2,359
|                                             |  |       |  |       |  |       |  |      



F-19



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##### Table of Contents

COGO GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)



|7 | ACQUISITIONS
|- | ------------

2008 Acquisition

Long Rise

On
July 31, 2008, the Group entered into a share purchase agreement to purchase 70% of the outstanding shares of Long Rise Holdings Limited (Long Rise) and its subsidiary, Rise Year, for a consideration of RMB60,921 payable in cash.

The acquisition of Long Rise was accounted for by the Group as a purchase business combination. The acquisition of Long Rise resulted in
the recognition of goodwill of RMB21,422 and recording net identifiable assets of RMB39,499 at the date of acquisition. Recognized intangible assets relate to customer relationships, non-compete agreements and proprietary technology which have a
weighted-average useful life of 3.9 years from the date of acquisition. Goodwill and the amortization of these intangible assets are not deductible for tax purposes. Purchased in-process research and development of RMB4,390 was also recognized as an
intangible asset and was expensed upon acquisition because technological feasibility had not been established and no future alternative uses exist. This amount is included in research and development expense and is not deductible for tax purposes.

The acquisition is expected to extend the Groups product offerings to address the demand of the expanding CDMA market, stimulated by
new entrance into the CDMA market in the second half of 2008 following the restructuring of the PRCs telecommunications industry. Because Long Rises operations and business model was similar to the Group, management has been able to
achieve significant operating synergies from this acquisition. The combination of these factors are the drivers behind the excess of purchase price paid over the value of assets and liabilities acquired.

The following table summarizes the amounts assigned to each major asset acquired and liability assumed at the date of acquisition.



|                                       |  |        |  
|-------------------------------------- |  | ------ | -
|                                       |  | RMB    |  
|Cash                                   |  | 8,753  |  
|Accounts receivable                    |  | 16,807 |  
|Inventories                            |  | 8,010  |  
|Property and equipment                 |  | 17     |  
|Intangible assets                      |  |        |  
| customer relationships               |  | 10,671 |  
| non-compete agreements               |  | 13,527 |  
| in-process research and development  |  | 4,390  |  
| proprietary technology               |  | 5,959  |  
|Goodwill                               |  | 21,422 |  
|Bank borrowings                        |  | (9,314 | )
|Income taxes payable                   |  | (1,584 | )
|Accrued expenses and other liabilities |  | (8,506 | )
|Deferred tax liabilities               |  | (4,976 | )
|Minority interest                      |  | (4,255 | )
|                                       |  |        |  
|Purchase price allocated               |  | 60,921 |  
|                                       |  |        |  

The Group is in the process of finalizing the purchase price allocation; thus, the allocation of
the purchase price is subject to refinement.



F-20



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##### Table of Contents

COGO GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)



Unaudited proforma financial information

The following unaudited proforma financial information presents the combined results of operations of the Group as if the acquisition of Long Rise had
occurred as of the beginning of January 1, 2007. The unaudited proforma information is not necessarily indicative of what the Companys consolidated results of operations actually would have been had it completed the acquisition at the
beginning of each year. In addition, the unaudited proforma financial information does not attempt to project the future results of operations of the Group.



|                       |  |                         |  |                |  |               
|---------------------- |  | ----------------------- |  | -------------- |  | --------------
|                       |  | Year ended December 31,
|                       |  | 2008                    |  | 2008           |  | 2007          
|                       |  | USD(unaudited)          |  | RMB(unaudited) |  | RMB(unaudited)
|Net revenue            |  |                         |  |                |  |               
|Product sales          |  | 290,700                 |  | 1,983,300      |  | 1,925,273     
|Services revenue       |  | 4,059                   |  | 27,695         |  | 68,690        
|                       |  |                         |  |                |  |               
|                       |  | 294,759                 |  | 2,010,995      |  | 1,993,963     
|Income from operations |  | 12,246                  |  | 83,549         |  | 147,531       
|Net income             |  | 15,407                  |  | 105,114        |  | 152,900       
|Earnings per share     |  |                         |  |                |  |               
|Basic                  |  | 0.40                    |  | 2.73           |  | 4.14          
|                       |  |                         |  |                |  |               
|Diluted                |  | 0.39                    |  | 2.66           |  | 3.99          
|                       |  |                         |  |                |  |               

2007 Acquisitions

Comtech Broadband

On August 27,
2007, the Group entered into a stock purchase agreement pursuant to which the Group acquired the remaining 45% minority interest of Comtech Broadband for RMB75,462 payable in cash and RMB37,731 payable in the common stock of the Company valued as of
August 31, 2007.

The acquisition of the remaining 45% of Comtech Broadband was accounted for by the Group as a step purchase
transaction. The purchase price was allocated (on a proportionate share) to the tangible and intangible assets acquired and liabilities assumed on the basis of their respective estimated fair values on the acquisition date. Intangible assets have
been recognized and relate to customer relationships, non-compete agreements and website which have a weighted-average useful life of 9.1 years from the date of acquisition. Goodwill and the amortization of these intangible assets are not deductible
for tax purposes. The excess of purchase price paid over the value of assets and liabilities acquired is driven by the expected high growth potential on Broadbands business in the coming future and the acquisition of the remaining 45% minority
interest of Comtech Broadband would benefit the Groups results. The following table summarizes the proportionate share of the amounts assigned to each major asset acquired and liability assumed at the date of acquisition.



|                                       |  |          |  
|-------------------------------------- |  | -------- | -
|                                       |  | RMB      |  
|Cash                                   |  | 4,863    |  
|Accounts and receivable                |  | 138,343  |  
|Inventories                            |  | 9,113    |  
|Property and equipment                 |  | 241      |  
|Intangible assets                      |  |          |  
| customer relationships               |  | 66,202   |  
| non-compete agreements               |  | 8,371    |  
| website                              |  | 5        |  
|Goodwill                               |  | 47,561   |  
|Income taxes payable                   |  | (2,198   | )
|Accrued expenses and other liabilities |  | (146,257 | )
|Deferred tax liabilities               |  | (13,051  | )
|                                       |  |          |  
|Purchase price allocated               |  | 113,193  |  
|                                       |  |          |  



F-21



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##### Table of Contents

COGO GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)



Keen Awards

The Group entered into a share purchase agreement on August 1, 2007 to purchase all the outstanding common shares of Keen Awards, for a consideration of approximately RMB150,924 payable in cash, common stock of
the Company and the common stock of Keen Awards, all of which are contingently payable at various dates upon achieving certain agreed earnings levels over the two year period following the acquisition. As of December 31, 2008, RMB27,900 (2007:
RMB9,131) was paid as certain agreed earnings levels were met. The principal activities of Keen Awards are sales of technology components and provision of design and engineering services for integrated display technology solutions.

The acquisition of Keen Awards was accounted for by the Group as a purchase business combination. The acquisition of Keen Awards resulted in the Group
recording net identifiable assets of RMB63,032 at the date of the acquisition. No goodwill was recognized by the Group as the contingent nature of the consideration has not been resolved. Upon resolution of the contingency, adjustment to goodwill or
against the net identifiable assets will be made in accordance with SFAS No. 141, Business Combinations.As of December 31, 2007, the Group has recorded a liability in respect of the contingent consideration of RMB51,749, which is
included in other liabilities. Intangible assets have been recognized and relate to customer relationships, non-compete agreements and proprietary designs which have a weighted-average useful life of 8.9 years from the date of acquisition. The
amortization of these intangible assets is not deductible for tax purposes. The following table summarizes the amounts assigned to each major asset acquired and liability assumed at the date of acquisition.



|                                       |  |         |  
|-------------------------------------- |  | ------- | -
|                                       |  | RMB     |  
|Cash                                   |  | 823     |  
|Accounts receivable                    |  | 4,920   |  
|Intangible assets                      |  |         |  
| customer relationships               |  | 63,009  |  
| non-compete agreements               |  | 7,558   |  
| proprietary designs                  |  | 2,440   |  
|Accounts payable                       |  | (505    | )
|Income taxes payable                   |  | (589    | )
|Accrued expenses and other liabilities |  | (1,848  | )
|Deferred tax liabilities               |  | (12,776 | )
|                                       |  |         |  
|Purchase price allocated               |  | 63,032  |  
|                                       |  |         |  

Unaudited proforma financial information

The following unaudited proforma financial information presents the combined results of operations of the Group as if the acquisition of Keen Awards had
occurred as of the beginning of January 1, 2006. The unaudited proforma information is not necessarily indicative of what the Companys consolidated results of operations actually would have been had it completed the acquisition at the
beginning of each year. In addition, the unaudited proforma financial information does not attempt to project the future results of operations of the Group.



|                       |  |                         |  |            
|---------------------- |  | ----------------------- |  | -----------
|                       |  | Year ended December 31,
|                       |  | 2007RMB                 |  | 2006RMB    
|                       |  | (unaudited)             |  | (unaudited)
|Net revenue            |  |                         |  |            
|Product sales          |  | 1,597,818               |  | 1,269,176  
|Services revenue       |  | 79,403                  |  | 62,476     
|                       |  |                         |  |            
|                       |  | 1,677,221               |  | 1,331,652  
|Income from operations |  | 142,407                 |  | 118,957    
|Net income             |  | 149,881                 |  | 115,161    
|Earnings per share     |  |                         |  |            
|Basic                  |  | 4.05                    |  | 3.58       
|                       |  |                         |  |            
|Diluted                |  | 3.91                    |  | 3.40       
|                       |  |                         |  |            



F-22



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##### Table of Contents

COGO GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)



2006 Acquisitions

Viewtran Technology Limited (Viewtran Cayman) and Viewtran PRC

The Group entered into a share purchase agreement on December 15, 2006 to purchase all the outstanding shares of Viewtran Cayman, an investment holding
company which in turns owns a 100% equity interest in Viewtran PRC, for consideration of RMB58,529 payable in cash. Viewtran PRC is engaged in the provision of media communication and collaboration platforms and solutions services.

The acquisition of Viewtran PRC and Viewtran Cayman was accounted for by the Group under the purchase method. The proprietary technology, non-compete
agreement, license agreement and software asset have weighted-average useful life of 2.6 years from the date of acquisition. Goodwill and the amortization of these intangible assets are not deductible for tax purposes. The excess of purchase price
paid over the value of assets and liabilities acquired is driven by part of the Groups strategy to expand into other businesses to provide a more extensive service to its existing customers. The following table summarizes the amounts assigned
to each major asset acquired and liability assumed at the date of acquisition:



|                                       |  |        |  
|-------------------------------------- |  | ------ | -
|                                       |  | RMB    |  
|Cash                                   |  | 3,910  |  
|Accounts receivable                    |  | 173    |  
|Prepaid expenses and other receivables |  | 38     |  
|Inventories                            |  | 1,367  |  
|Property and equipment                 |  | 500    |  
|Intangible assets:                     |  |        |  
| customer relationships               |  | 6,610  |  
| non-compete agreements               |  | 1,278  |  
| license agreement                    |  | 1,249  |  
| software asset                       |  | 570    |  
|Goodwill                               |  | 47,649 |  
|Accounts payable                       |  | (3,922 | )
|Accrued expenses and other liabilities |  | (721   | )
|Deferred tax liabilities               |  | (172   | )
|                                       |  |        |  
|Purchase Price Allocated               |  | 58,529 |  
|                                       |  |        |  

Shanghai E&T

On August 6, 2006, the Group entered into a share acquisition agreement to purchase the remaining 40% of the outstanding shares of Shanghai E&T for a
cash consideration of RMB16,000 payable in cash.

The acquisition of Shanghai E&T was accounted for by the Group as a step purchase
transaction. The acquisition of the remaining 40% of Shanghai E&T resulted in the recognition of goodwill of RMB4,264



F-23



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##### Table of Contents

COGO GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)



and an intangible asset of RMB5,467. The intangible asset acquired consisted of customer
relationships and is being amortized using the straight-line method over 5 years. Goodwill and the amortization of customer relationships are not deductible for tax purposes. The following table summarizes the proportionate share of the amounts
assigned to each major asset acquired and liability assumed at the date of acquisition:



|                                       |  |        |  
|-------------------------------------- |  | ------ | -
|                                       |  | RMB    |  
|Cash                                   |  | 1,007  |  
|Accounts receivable                    |  | 10,293 |  
|Bills receivable                       |  | 157    |  
|Inventories                            |  | 2,516  |  
|Prepaid expenses and other receivables |  | 777    |  
|Property and equipment                 |  | 224    |  
|Intangible assets:                     |  |        |  
| customer relationships               |  | 5,467  |  
|Goodwill                               |  | 4,264  |  
|Accounts payable                       |  | (8,705 | )
|                                       |  |        |  
|Purchase price allocated               |  | 16,000 |  
|                                       |  |        |  

COGO Engineering Services Limited (Huameng BVI) and Huameng PRC

As part of the Groups expansion into the engineering services business, the Group entered into an agreement on January 11, 2006 to acquire a 51.12%
equity interest in Huameng BVI, an investment holding company which in turn acquired a 100% equity interest in Huameng PRC for a cash consideration of RMB6,769 in cash. Huameng PRC is engaged in the provision of technology and engineering services,
business process outsourcing, and related training and maintenance services.

The acquisition of Huameng PRC and Huameng BVI was accounted
for by the Group under the purchase method. The following table summarizes the amounts assigned to each major asset acquired and liability assumed at the date of acquisition:



|                                       |  |        |  
|-------------------------------------- |  | ------ | -
|                                       |  | RMB    |  
|Cash                                   |  | 403    |  
|Accounts receivable                    |  | 13,187 |  
|Prepaid expenses and other receivables |  | 473    |  
|Property and equipment                 |  | 800    |  
|Accrued expenses and other liabilities |  | (1,622 | )
|Minority interest                      |  | (6,472 | )
|                                       |  |        |  
|Purchase price allocated               |  | 6,769  |  
|                                       |  |        |  



F-24



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##### Table of Contents

COGO GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)



|8 | GOODWILL AND INTANGIBLE ASSETS
|- | ------------------------------



|(a) | Goodwill
|--- | --------

During the year ended December 31,
2008, the Company recognized an impairment loss of RMB4,264 (USD625) in relation to one of the reporting units of the Component Sales segment. The impairment loss was due to the difficult end-market environment which had led to a reduction in demand
for this reporting unit. As a result of the reduced demand, management revised its future cash flow expectations for its business in this reporting unit. Since the carrying value exceeded the fair value of this reporting unit, which was determined
by a discounted cash flow model, a second step of the goodwill impairment test was performed to measure the impairment loss based on any excess of the carrying value of the reporting units goodwill over the implied fair value of that goodwill.
The implied fair value of goodwill was determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation.

The changes in the carrying amount of our goodwill, by segment, for the years ended December 31, 2008, 2007 and 2006 are as follows:



|                                                                    |  |                |   |  |                     |  |         |  
|------------------------------------------------------------------- |  | -------------- | - |  | ------------------- |  | ------- | -
|                                                                    |  | ComponentSales |   |  | EngineeringServices |  | Total   |  
|                                                                    |  | RMB            |   |  | RMB                 |  | RMB     |  
|Balance as of January 1, 2006                                       |  |               |   |  |                    |  |        |  
|Acquisition of the remaining minority interest of Shanghai E&T      |  | 4,264          |   |  |                    |  | 4,264   |  
|Acquisition of Viewtran PRC                                         |  |               |   |  | 42,428              |  | 42,428  |  
|                                                                    |  |                |   |  |                     |  |         |  
|Balance as of December 31, 2006                                     |  | 4,264          |   |  | 42,428              |  | 46,692  |  
|Adjustment on goodwill of Viewtran PRC (note a)                     |  |               |   |  | 5,221               |  | 5,221   |  
|Acquisition of the remaining minority interest of Comtech Broadband |  | 47,561         |   |  |                    |  | 47,561  |  
|                                                                    |  |                |   |  |                     |  |         |  
|Balance as of December 31, 2007                                     |  | 51,825         |   |  | 47,649              |  | 99,474  |  
|Acquisition of 70% interest of Long Rise                            |  | 21,422         |   |  |                    |  | 21,422  |  
|Impairment loss of Shanghai E&T                                     |  | (4,264         | ) |  |                    |  | (4,264  | )
|                                                                    |  |                |   |  |                     |  |         |  
|Balance as of December 31, 2008                                     |  | 68,983         |   |  | 47,649              |  | 116,632 |  
|                                                                    |  |                |   |  |                     |  |         |  
|Balance as of December 31, 2008 (in USD)                            |  | 10,111         |   |  | 6,984               |  | 17,095  |  
|                                                                    |  |                |   |  |                     |  |         |  



|       |  |                                                                                                                                                                                                      
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Note a |  | Goodwill arising from the acquisition of Viewtran PRC was adjusted in 2007 on completion of the assessment of the estimated discounted cash flows in relation to the proprietary technology
acquired.



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##### Table of Contents

COGO GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)



|(b) | Intangible Assets
|--- | -----------------

The Company reviews
long-lived assets, including its intangible assets subject to amortization, which for the Company are its customer relationships, proprietary designs, proprietary technology, website and software asset, license agreement and non-compete agreements,
for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of long-lived assets is measured by a comparison of the carrying amount of the asset group to the
future undiscounted net cash flows expected to be generated by those assets. If such assets are considered to be impaired, the impairment charge recognized is the amount by which the carrying amounts of the assets exceeds the fair value of the
assets.

During the year, the Company experienced a reduction in cash flow generated from customers. As a result, the Company compared the
carrying value of the customer relationships to the undiscounted cash flow expected to be generated from those customers. For those customer relationships for which the carrying amount was larger than its estimated undiscounted cash flow, the
Company recorded an impairment charge to the extent the customer relationships exceeded its fair value.

There were no significant events or
changes in circumstances to indicate that the carrying value of intangible assets in other asset group of the Company may not be recoverable.

As of December 31, 2008 and 2007, the Companys intangible assets related to the Companys acquisitions consisted of the followings:



|                           |  |                         |  |                    |  |                         |  |                |  |                   
|-------------------------- |  | ----------------------- |  | ------------------ |  | ----------------------- |  | -------------- |  | ------------------
|                           |  | As of December 31, 2008
|                           |  | Gross carryingamount    |  | Amortizationperiod |  | Accumulatedamortization |  | Impairmentloss |  | Net CarryingAmount
|                           |  | RMB                     |  | Years              |  | RMB                     |  | RMB            |  | RMB               
|Customer relationships     |  | 145,349                 |  | 5 to 10            |  | 20,812                  |  | 29,495         |  | 95,042            
|Proprietary technology     |  | 12,569                  |  | 3 to 4             |  | 5,122                   |  |               |  | 7,447             
|Proprietary designs        |  | 2,440                   |  | 3                  |  | 1,152                   |  |               |  | 1,288             
|Website and software asset |  | 575                     |  | 3                  |  | 391                     |  |               |  | 184               
|Non-compete agreements     |  | 30,734                  |  | 1 to 3             |  | 14,093                  |  |               |  | 16,641            
|License agreement          |  | 1,249                   |  | 2                  |  | 1,249                   |  |               |  |                  
|                           |  |                         |  |                    |  |                         |  |                |  |                   
|Total                      |  | 192,916                 |  |                    |  | 42,819                  |  | 29,495         |  | 120,602           
|                           |  |                         |  |                    |  |                         |  |                |  |                   
|Total (in USD)             |  | 28,276                  |  |                    |  | 6,276                   |  | 4,323          |  | 17,677            
|                           |  |                         |  |                    |  |                         |  |                |  |                   



|                           |  |                         |  |                    |  |                         |  |                  
|-------------------------- |  | ----------------------- |  | ------------------ |  | ----------------------- |  | -----------------
|                           |  | As of December 31, 2007 |  |                   
|                           |  | Gross carryingamount    |  | Amortizationperiod |  | Accumulatedamortization |  | NetCarryingAmount
|                           |  | RMB                     |  | Years              |  | RMB                     |  | RMB              
|Customer relationships     |  | 134,678                 |  | 5 to 10            |  | 6,364                   |  | 128,314          
|Proprietary technology     |  | 6,610                   |  | 3                  |  | 2,298                   |  | 4,312            
|Proprietary designs        |  | 2,440                   |  | 3                  |  | 338                     |  | 2,102            
|Website and software asset |  | 575                     |  | 3                  |  | 199                     |  | 376              
|Non-compete agreements     |  | 17,207                  |  | 1 to 2             |  | 4,250                   |  | 12,957           
|License agreement          |  | 1,249                   |  | 2                  |  | 651                     |  | 598              
|                           |  |                         |  |                    |  |                         |  |                  
|Total                      |  | 162,759                 |  |                    |  | 14,100                  |  | 148,659          
|                           |  |                         |  |                    |  |                         |  |                  

Amortization expense for intangible assets for the years ended December 31, 2008, 2007 and
2006 was RMB28,719 (USD4,211), RMB13,405 and RMB695 was included in selling, general and administrative expenses, respectively. Estimated amortization expense for the next five years is: RMB26,101 in 2009, RMB18,477 in 2010, RMB16,123 in 2011,
RMB12,872 in 2012, and RMB11,114 in 2013.



F-26



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##### Table of Contents

COGO GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)



|9 | BANK BORROWINGS AND BANKING FACILITIES
|- | --------------------------------------

On
October 7, 2005, the Group entered into a USD5,000 credit facility with Standard Chartered Bank (Hong Kong) Limited (SCB). This facility is secured by funds on deposit in an amount not less than USD2,000 as of December 31, 2008
and 2007, and bears interest ranging from HIBOR + 1.5% to USD Prime per annum, depending on the borrowings made. The SCB facility is repayable on demand and SCB may immediately terminate the facility without the Groups consent. Interest on
this facility accrues until payment is demanded by SCB. There was no outstanding loan balance under the SCB facility as of December 31, 2008 and 2007.

On October 7, 2005, the Group entered into a USD9,000 credit facility with the Bank of China (Hong Kong) Limited (BOC). On February 27, 2007, the facility with the BOC was amended in which the
Group entered into a USD14,000 revised credit facility with the BOC. The facility is secured by cash deposit of RMB36,492 as of December 31, 2007 and bears an annual interest rate of LIBOR plus 2% per annum. As of December 31, 2007,
the outstanding loan balance under the BOC facility was RMB9,080.

On January 17, 2008, the facility with the BOC was amended in which
the Group entered into a USD14,000 revised credit facility with the BOC and on October 10, 2008, the BOC increased the credit facility to USD41,000. The facility is secured by funds on deposit in an amount not less than USD15,000 and bears
interest from LIBOR +2.25% per annum, depending on the different kinds of borrowings made and is used to settle foreign exchange obligations to the extent needed. The BOC facility is repayable on demand and the BOC may increase, reduce and/or
cancel the facility by providing written notice to the Group. Interest on this facility accrues until payment is demanded by the BOC. As of December 31, 2008 there was no outstanding loan balance under the BOC facility.



|10 | INCOME TAXES
|-- | ------------

The Company and its subsidiaries file
separate income tax returns.

USA

The Company is incorporated in the United States, and is subject to United States federal and state income taxes. The Company did not generate taxable income in the United States in 2006, 2007 and 2008.



F-27



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##### Table of Contents

COGO GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)



Cayman Islands and British Virgin Islands

Under the current laws of the Cayman Islands and British Virgin Islands, the Companys subsidiaries that are incorporated in the Cayman Islands and
the British Virgin Islands are not subject to tax on income or capital gains. In addition, upon payments of dividends by these companies, no Cayman Islands or British Virgin Islands withholding tax will be imposed.

PRC

Prior to January 1, 2008,
the PRCs statutory income tax rate was 33%. In addition, Shenzhen Comtech, Comtech Communication, Comtech Software, Comloca, Epcot, Huameng PRC and Viewtran PRC (collectively the Shenzhen Subsidiaries), being located in the
Shenzhen Special Economic Zone in the PRC, were subject to a reduced tax rate of 15%. Since the Shenzhen Subsidiaries have agreed to operate for a minimum of 10 years in the PRC, the Shenzhen Subsidiaries are entitled to a tax holiday of a two-year
tax exemption followed by three-year 50% tax reduction from the first profit making year after offsetting accumulated tax losses of the respective Shenzhen Subsidiaries.

Also prior to January 1, 2008, Shanghai E & T is located in Shanghai Qingpu Zone and was taxed on a deemed basis at 2.31% in 2007 (2006: 0.5%) of its turnover in accordance with the tax guidelines issued by
the local tax authority in Qingpu Zone in 2007.

On March 16, 2007, the National Peoples Congress passed the new Corporate Income
Tax law (the new CIT law) which unify the income tax rate to 25% for all companies. The new CIT law was effective as of January 1, 2008. The new CIT law provides a five-year transition period from its effective date for those
companies which were established before March 16, 2007 and which were entitled to a preferential lower tax rate under the then effective tax laws or regulations, as well as grandfathering tax holidays. The transitional tax rates are 18%, 20%,
22%, 24% and 25% for 2008, 2009, 2010, 2011 and 2012 onwards, respectively. For the Shenzhen Subsidiaries that were entitled to a tax holiday such as the two-year tax exemption followed by a three-year 50% tax reduction from the first profit making
year after offsetting accumulated tax losses, the Shenzhen Subsidiaries continue to be entitled to the tax holiday and for Comloca and Huameng PRC which had not commenced their respective tax holiday as of December 31, 2007, the new CIT law
requires the tax exemption period to begin on January 1, 2008.

Based on the above, the Shenzhen Subsidiaries are subject to the
following tax rates:



| |  |  | Shenzhen Comtech was subject to a tax rate of 15% in 2006 and 2007, and a tax rate of 18% in 2008
| | - |  | -------------------------------------------------------------------------------------------------



| |  |  | Comtech Communications was subject to a tax rate of 7.5% in 2006 and 2007, and a tax rate of 18% in 2008
| | - |  | --------------------------------------------------------------------------------------------------------



| |  |  | Comtech Software was under a tax holiday in 2006 and subject to tax rates of 7.5% and 9% for 2007 and 2008, respectively
| | - |  | ------------------------------------------------------------------------------------------------------------------------



| |  |  | Comloca and Huameng PRC had no assessable profits up to 2007 and were under tax holidays in 2008
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | Viewtran PRC had no assessable profits up to 2006 and was under tax holidays in 2007 and 2008
| | - |  | ---------------------------------------------------------------------------------------------



| |  |  | Epcot had no assessable profits up to 2006 and was under tax holidays in 2007 and 2008
| | - |  | --------------------------------------------------------------------------------------

In addition, beginning on January 1, 2008 Shanghai E&T is subject to the corporate income tax rate of 25% under the new CIT law.

Hong Kong

Comtech Hong Kong, Comtech
Broadband, Keen Awards and Rise Year are subsidiaries incorporated in Hong Kong and are subject to Hong Kong Profits Tax. The profits tax rate for these companies for 2006 and 2007 was 17.5% and that for 2008 was 16.5%, as of February 27, 2008,
the Hong Kong SAR Government announced a reduction on the Hong Kong Profit Tax rate from 17.5% in 2007 to 16.5% in 2008.



F-28



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##### Table of Contents

COGO GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)



|(a) | Income before Income Taxes and Provision for Income Taxes
|--- | ---------------------------------------------------------

The Groups earnings/(loss) before income taxes and minority interest consists of the following:



|        |  |        |   |  |         |   |  |         |  |        
|------- |  | ------ | - |  | ------- | - |  | ------- |  | -------
|        |  | 2008   |   |  | 2008    |   |  | 2007    |  | 2006   
|        |  | USD    |   |  | RMB     |   |  | RMB     |  | RMB    
|PRC     |  | 20,356 |   |  | 138,876 |   |  | 145,295 |  | 115,771
|Non-PRC |  | (5,790 | ) |  | (39,499 | ) |  | 24,488  |  | 24,153 
|        |  |        |   |  |         |   |  |         |  |        
|        |  | 14,566 |   |  | 99,377  |   |  | 169,783 |  | 139,924
|        |  |        |   |  |         |   |  |         |  |        

The provision for income taxes consists of the following:



|                               |  |        |   |  |         |   |  |        |   |  |       
|------------------------------ |  | ------ | - |  | ------- | - |  | ------ | - |  | ------
|                               |  | 2008   |   |  | 2008    |   |  | 2007   |   |  | 2006  
|                               |  | USD    |   |  | RMB     |   |  | RMB    |   |  | RMB   
|Current tax                    |  |        |   |  |         |   |  |        |   |  |       
|United States                  |  |       |   |  |        |   |  |       |   |  |      
|PRC, excluding Hong Kong       |  | 963    |   |  | 6,570   |   |  | 9,497  |   |  | 5,104 
|Hong Kong                      |  | 951    |   |  | 6,486   |   |  | 5,218  |   |  | 6,000 
|Deferred tax-PRC and Hong Kong |  | (1,589 | ) |  | (10,841 | ) |  | (440   | ) |  |      
|                               |  |        |   |  |         |   |  |        |   |  |       
|Income tax expense             |  | 325    |   |  | 2,215   |   |  | 14,275 |   |  | 11,104
|                               |  |        |   |  |         |   |  |        |   |  |       

Reconciliation between income tax expense and the amounts that result by applying the PRC
statutory tax rates to earnings before income taxes and minority interest is as follows:



|                                                       |  |        |   |  |         |   |  |         |   |  |         |  
|------------------------------------------------------ |  | ------ | - |  | ------- | - |  | ------- | - |  | ------- | -
|                                                       |  | 2008   |   |  | 2008    |   |  | 2007    |   |  | 2006    |  
|                                                       |  | USD    |   |  | RMB     |   |  | RMB     |   |  | RMB     |  
|Earnings before income taxes and minority interest     |  | 14,566 |   |  | 99,377  |   |  | 169,783 |   |  | 139,924 |  
|                                                       |  |        |   |  |         |   |  |         |   |  |         |  
|PRC statutory tax rate                                 |  | 25     | % |  | 25      | % |  | 33      | % |  | 33      | %
|Computed expected tax expense                        |  | 3,642  |   |  | 24,844  |   |  | 56,028  |   |  | 46,175  |  
|Effect of preferential income tax rate                 |  | (1,560 | ) |  | (10,641 | ) |  | (18,404 | ) |  | (5,528  | )
|Effect of tax holiday granted to Shenzhen Subsidiaries |  | (4,135 | ) |  | (28,214 | ) |  | (29,399 | ) |  | (28,850 | )
|Tax rate differential                                  |  | 428    |   |  | 2,921   |   |  | 1,924   |   |  | (6,145  | )
|Entities not subject to income tax                     |  | (107   | ) |  | (727    | ) |  | (1,124  | ) |  | (2,584  | )
|Changes in enacted tax rates/laws                      |  | (204   | ) |  | (1,395  | ) |  | 984     |   |  |        |  
|Non-taxable income                                     |  | (284   | ) |  | (1,939  | ) |  | (4,534  | ) |  |        |  
|Change in valuation allowance                          |  | 368    |   |  | 2,513   |   |  | 321     |   |  | 5,928   |  
|Non-deductible items:                                  |  |        |   |  |         |   |  |         |   |  |         |  
|Impairment loss of goodwill                            |  | 156    |   |  | 1,066   |   |  |        |   |  |        |  
|In-process research and development                    |  | 106    |   |  | 725     |   |  |        |   |  |        |  
|Allowance for doubtful accounts                        |  | 166    |   |  | 1,130   |   |  | 2,417   |   |  | 606     |  
|Foreign exchange losses                                |  | 517    |   |  | 3,530   |   |  |        |   |  |        |  
|Share-based compensation                               |  | 1,074  |   |  | 7,330   |   |  | 5,702   |   |  | 1,502   |  
|Other non-deductible items                             |  | 158    |   |  | 1,072   |   |  | 360     |   |  |        |  
|                                                       |  |        |   |  |         |   |  |         |   |  |         |  
|Income tax expense                                     |  | 325    |   |  | 2,215   |   |  | 14,275  |   |  | 11,104  |  
|                                                       |  |        |   |  |         |   |  |         |   |  |         |  

The PRC tax rates have been used because the majority of the Companys pre-tax and taxable
income arises in the PRC. The effect of the tax holiday and preferential tax amounted to RMB38,855 (USD5,695), RMB47,803 and RMB34,378 in the years ended December 31, 2008, 2007, and 2006, respectively (equivalent to basic earnings per share
amount of RMB1.01 (USD0.15), RMB1.29 and RMB1.07 and a diluted earnings per share amount of RMB0.98 (USD0.14), RMB1.25 and RMB1.02 for the years ended December 31, 2008, 2007 and 2006, respectively).



F-29



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##### Table of Contents

COGO GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)





|(b) | Deferred Tax Assets and Liabilities
|--- | -----------------------------------

The tax
effects of the Groups temporary differences that give rise to significant portions of the deferred tax assets and liabilities are as follows:



|                                               |  |        |   |  |         |   |  |         |  
|---------------------------------------------- |  | ------ | - |  | ------- | - |  | ------- | -
|                                               |  | 2008   |   |  | 2008    |   |  | 2007    |  
|                                               |  | USD    |   |  | RMB     |   |  | RMB     |  
|Deferred tax assets:                           |  |        |   |  |         |   |  |         |  
|Tax loss carryforwards                         |  | 1,524  |   |  | 10,398  |   |  | 8,455   |  
|Valuation allowance                            |  | (1,524 | ) |  | (10,398 | ) |  | (8,455  | )
|                                               |  |        |   |  |         |   |  |         |  
|Net deferred tax asset                         |  |       |   |  |        |   |  |        |  
|                                               |  |        |   |  |         |   |  |         |  
|Deferred tax liabilities:                      |  |        |   |  |         |   |  |         |  
|Intangible assets                              |  | (2,886 | ) |  | (19,693 | ) |  | (25,558 | )
|                                               |  |        |   |  |         |   |  |         |  
|Net deferred tax liability                     |  | (2,886 | ) |  | (19,693 | ) |  | (25,558 | )
|                                               |  |        |   |  |         |   |  |         |  
|                                               |  |        |  
|Classification on consolidated balance sheets: |  |        |   |  |         |   |  |         |  
|                                               |  |        |  
|Deferred tax liabilities:                      |  |        |   |  |         |   |  |         |  
|- Non-current                                  |  | (2,886 | ) |  | (19,693 | ) |  | (25,558 | )

The increase/(decrease) in the valuation allowance during the years ended December 31, 2008,
2007 and 2006 were RMB1,943 (USD285), RMB(438) and RMB5,697, respectively.

In assessing the realizability of deferred tax assets,
management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the
periods in which those temporary differences become deductible or tax loss carryforwards are utilized.

As of December 31, 2008, for United
States federal income tax purposes, the Company has net operating loss carryforwards of approximately USD15,009 which will expire at various dates through 2028. Included in these US losses are net operating loss carryforwards of approximately
USD11,037 that are subject to significant limitations due to prior ownership change, as defined under Section 382 of the Internal Revenue Code. Based on managements best estimate, these US loss carryforwards are not expected to be
utilizable due to this prior ownership change and thus, gross deferred tax assets recognized in respect of tax loss carryforwards as of December 31, 2008 and 2007 are the net operating loss carryforwards that are not currently subject to such
limitations. However, management determines it is more likely than not that such net operating loss carryforwards will not be realized, and therefore, full valuation allowances have been provided as of December 31, 2008 and 2007.



F-30



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##### Table of Contents

COGO GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)



Certain of the Companys PRC subsidiaries have generated net operating losses within the
jurisdiction in which they operate amounting to approximately RMB4,739 (USD695). These losses will expire on various dates through 2013. However, management determined it is more likely than not that such net operating loss carryforwards will not be
realized, and therefore, full valuation allowances have been provided as of December 31, 2008.

The new CIT law also imposes a
withholding tax at 10%, unless reduced by a tax treaty, for dividends distributed by a PRC resident enterprise to its immediate holding company outside the PRC for earnings accumulated beginning on January 1, 2008 and undistributed earnings
generated prior to January 1, 2008 are exempt from such withholding tax. The Company has not provided for income taxes on accumulated earnings of its subsidiaries as of December 31, 2008 since these earnings are intended to be reinvested
indefinitely in the overseas jurisdictions. It is not practicable to estimate the amount of additional taxes that might be payable on such undistributed earnings.

The Company revised the footnote disclosure of its deferred tax asset relating to tax loss carryforwards and its related valuation allowance as of December 31, 2007, to correct an immaterial error, reducing both the
deferred tax asset and the valuation allowance by RMB7,524 (USD1,103). This adjustment had no impact on any line items within the consolidated balance sheet as of December 31, 2008 and 2007, and the related consolidated statements of income,
stockholders equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2008.



|(c) | Accounting for uncertainty in Income Taxes
|--- | ------------------------------------------

As of January 1, 2007 and for each of the twelve-month ended December 31, 2007 and 2008, the Group did not have unrecognized tax benefits relating to uncertain tax positions. Also, the Group does not expect that the amount of
unrecognized tax benefits will change significantly within the next 12 months. No interest or penalties were accrued at the date of initial adoption of FIN 48 and as of December 31, 2007 and 2008.

The Groups subsidiaries file their income tax returns in the PRC, Hong Kong and the United States. According to the PRC Tax Administration and
Collection Law, the statute of limitations is three years if the underpayment of taxes is due to computational errors made by the taxpayer or the withholding agent. The statute of limitations is extended to five years under special circumstances
where the underpayment of taxes is more than RMB100 (USD15). In the case of transfer pricing issues, the statute of limitation is ten years. There is no statute of limitation in the case of tax evasion. Accordingly, the PRC tax returns for the
Companys PRC subsidiaries are open to examination by the PRC state and local tax authorities for the tax years beginning in 2003. The tax returns for the Companys Hong Kong subsidiaries are currently open to examination by the Hong Kong
tax authorities for the tax years beginning in 2002.



F-31



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##### Table of Contents

COGO GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)



|11 | ACCRUED EXPENSES AND OTHER LIABILITIES
|-- | --------------------------------------

Accrued
expenses and other liabilities consists of the following:



|                                   |  |        |  |         |  |        
|---------------------------------- |  | ------ |  | ------- |  | -------
|                                   |  | 2008   |  | 2008    |  | 2007   
|                                   |  | USD    |  | RMB     |  | RMB    
|Legal and professional fees        |  | 381    |  | 2,600   |  | 4,304  
|Accrued staff related costs        |  | 691    |  | 4,713   |  | 7,545  
|Payables for acquisitions (Note a) |  | 19,206 |  | 131,037 |  | 150,336
|Other accruals                     |  | 524    |  | 3,575   |  | 6,861  
|                                   |  |        |  |         |  |        
|                                   |  | 20,802 |  | 141,925 |  | 169,046
|                                   |  |        |  |         |  |        



|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Note a |  | The balance at December 31, 2008 represents amounts payable in relation to the Groups acquisitions of Keen Awards, Comtech Broadband and Rise Year amounting to RMB29,152
(USD4,273), RMB44,449 (USD6,515) and RMB57,436 (USD8,418), respectively. The balance of December 31, 2007 represents amounts payable in relation to the Groups acquisitions of Viewtran Cayman, Keen Awards and Comtech Broadband amounting to
RMB7,295, RMB51,749 and RMB91,292, respectively. The amount payable in relation to the Groups acquisition of Keen Awards is contingent upon achieving certain agreed earnings levels over the next year (see Note 7). The amounts payable in
relation to the Groups acquisitions of Comtech Broadband and Long Rise are expected to be settled within one year. Amounts payable in relation to the acquisitions are non-interest bearing.



|12 | SHARE-BASED COMPENSATION
|-- | ------------------------



|(a) | Options and stock warrants assumed under the Share Exchange Agreement
|--- | ---------------------------------------------------------------------

Under the Companys 1995 Stock Option Plan for Outside Directors (the Directors Plan), the Company issued options to purchase 115,000 shares of the Companys common stock. The options
granted under the Directors Plan have a weighted average exercise price per option of USD3.00 and expire on July 1, 2009. No options under the Directors Plan were exercised during the years ended December 31, 2008 and 2006.
During the year ended December 31, 2007, 15,000 options under the Directors Plan were exercised. As of December 31, 2008, 100,000 options under the Directors Plan were outstanding with a weighted average exercise price per
share of USD3.00 and aggregate intrinsic value of USD186.

The Company granted fully exercisable stock warrants to purchase up to 925,417
shares of its common stock. The stock warrants have a weighted average exercise price per stock warrant of USD2.76 each and expire on July 1, 2009. No stock warrants were exercised during the year ended December 31, 2008. During the years
ended December 31, 2007 and 2006, 151,029 and 754,389 stock warrants with a weighted average exercise price per stock warrant of USD2.63 and USD2.72 were exercised, respectively. As of December 31, 2008, 19,999 stock warrants were
outstanding with a weighted average exercise price per stock warrant of USD3.00 and aggregate intrinsic value of USD37.



|(b) | Stock warrants issued to financial advisor as part of a financial advisory fee payable in connection with the share exchange transaction
|--- | ----------------------------------------------------------------------------------------------------------------------------------------

In 2005, the Company granted 325,000 stock warrants to a financial advisor as part of a financial advisory fee. The stock warrants have an exercise price
per stock warrant of USD3.00 and expire on July 1, 2009. During the year ended December 31, 2006, 16,250 stock warrants were exercised. No stock warrants remained outstanding thereafter.



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##### Table of Contents

COGO GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)



|(c) | 2004 Incentive Plan
|--- | -------------------

On August 3, 2004,
the Board of Directors adopted the 2004 Stock Incentive Plan (the 2004 Incentive Plan) pursuant to which 2,500,000 shares of the Companys common stock are reserved for issuance upon exercise of stock options, and for the issuance
of stock appreciation rights, non-vested shares and performance shares. The purpose of the 2004 Incentive Plan is to provide additional incentive to employees, directors, advisors and consultants. The 2004 Incentive Plan provides for a term of 10
years from the date of its adoption by the Board of Directors, after which no awards may be made, unless the 2004 Incentive Plan is early terminated by the Board.

Stock options

A summary of stock options activity is as follows:



|                                                |  |                  |   |  |                              |  |                                         |  |                        
|----------------------------------------------- |  | ---------------- | - |  | ---------------------------- |  | --------------------------------------- |  | -----------------------
|                                                |  | Number ofoptions |   |  | Weightedaverageexerciseprice |  | Weightedaverageremainingcontractualterm |  | Aggregateintrinsicvalue
|                                                |  |                  |   |  | USD                          |  | Years                                   |  | USD                    
|Balance as of January 1, 2006                   |  | 2,357,500        |   |  | 3.95                         |  |                                         |  |                        
|Exercised                                       |  | (922,313         | ) |  | 3.88                         |  |                                         |  |                        
|Forfeited                                       |  | (121,668         | ) |  | 3.90                         |  |                                         |  |                        
|                                                |  |                  |   |  |                              |  |                                         |  |                        
|Balance as of December 31, 2006                 |  | 1,313,519        |   |  | 4.01                         |  |                                         |  |                        
|Exercised                                       |  | (121,250         | ) |  | 3.20                         |  |                                         |  |                        
|                                                |  |                  |   |  |                              |  |                                         |  |                        
|Balance as of December 31, 2007                 |  | 1,192,269        |   |  | 4.09                         |  |                                         |  |                        
|Exercised                                       |  |                 |   |  |                             |  |                                         |  |                        
|                                                |  |                  |   |  |                              |  |                                         |  |                        
|Balance and exercisable as of December 31, 2008 |  | 1,192,269        |   |  | 4.09                         |  | 6.02                                    |  | 1,009                  
|                                                |  |                  |   |  |                              |  |                                         |  |                        

The total intrinsic value of options exercised during the years ended December 31, 2007 and
2006 was USD1,948 and USD8,766, respectively.



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##### Table of Contents

COGO GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)



Non-vested equity share unit

A summary of non-vested equity share unit activity is as follows:



|                                    |  |         |   |  |                                      
|----------------------------------- |  | ------- | - |  | -------------------------------------
|                                    |  | Shares  |   |  | Weighted averageGrant-date fair value
|                                    |  |         |   |  | USD                                  
|Balance as of January 1, 2006       |  |        |   |  |                                     
|Granted on March 8, 2006 (note i)   |  | 50,000  |   |  | 9.14                                 
|Granted on March 8, 2006 (note ii)  |  | 7,500   |   |  | 9.14                                 
|Granted on July 21, 2006 (note iii) |  | 6,000   |   |  | 10.12                                
|Granted on July 21, 2006 (note i)   |  | 96,000  |   |  | 10.12                                
|Vested                              |  | (96,762 | ) |  | 9.69                                 
|                                    |  |         |   |  |                                      
|Balance as of December 31, 2006     |  | 62,738  |   |  | 9.89                                 
|Vested                              |  | (59,774 | ) |  | 9.93                                 
|                                    |  |         |   |  |                                      
|Balance as of December 31, 2007     |  | 2,964   |   |  | 9.14                                 
|Vested                              |  | (2,500  | ) |  | 9.14                                 
|                                    |  |         |   |  |                                      
|Balance as of December 31, 2008     |  | 464     |   |  | 9.14                                 
|                                    |  |         |   |  |                                      

Note i The stock awards vest in equal quarterly installments over a period of one year from
the date of grant.

Note ii The stock awards vest in equal quarterly installments over a period of three years from the date of grant.

Note iii The stock awards were fully vested on the date of grant.

The total fair value of equity share units vested during the year ended December 31, 2008, 2007 and 2006 was USD23, USD593 and USD937. As of
December 31, 2008 and 2007, the aggregate fair value of all non-vested equity share units was USD4 and USD27, which is expected to be amortized on a straight-line basis over a weighted average period of approximately 2 months (2007: 14 months).



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##### Table of Contents

COGO GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)



Performance shares

A summary of performance shares activity is as follows:



|                                         |  |         |   |  |                                      
|---------------------------------------- |  | ------- | - |  | -------------------------------------
|                                         |  | Shares  |   |  | Weighted averageGrant-date fair value
|                                         |  |         |   |  | USD                                  
|Balance as of January 1, 2006            |  |        |   |  |                                     
|Granted on July 21, 2006 (note i)        |  | 104,000 |   |  | 10.12                                
|Vested                                   |  | (34,667 | ) |  | 10.12                                
|                                         |  |         |   |  |                                      
|Balance as of December 31, 2006          |  | 69,333  |   |  | 10.12                                
|Vested                                   |  | (69,333 | ) |  | 10.12                                
|                                         |  |         |   |  |                                      
|Balance as of December 31, 2007 and 2008 |  |        |   |  |                                     
|                                         |  |         |   |  |                                      

Note i The performance awards vest in equal quarterly installments over three quarters from
October 1, 2006 to June 30, 2007 and were subject to a company-wide performance goal which was achieved for the year ended December 31, 2006.

No performance shares were vested during the year ended December 31, 2008. The aggregate fair value of performance shares vested during the years ended December 31, 2007 and 2006 was USD702 and USD351,
respectively.



|(d) | 2006 Incentive Plan
|--- | -------------------

On December 20,
2006, the Board of Directors adopted the 2006 Equity Incentive Plan (the 2006 Incentive Plan) pursuant to which 4,800,000 shares of the Companys common stock are reserved for issuance upon exercise of stock options, and for the
issuance of stock appreciation rights, restricted stock awards and performance shares. The purpose of the 2006 Incentive Plan is to provide additional incentive to employees, directors, advisors and consultants. The 2006 Incentive Plan provides for
a term of 10 years from the date of its adoption by the Board of Directors, after which no awards may be made, unless the 2006 Incentive Plan is early terminated by the Board.



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##### Table of Contents

COGO GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)



Non-vested equity share unit

A summary of non-vested equity share units issued under the 2006 Incentive Plan is as follows:



|                                         |  |           |   |  |                                      
|---------------------------------------- |  | --------- | - |  | -------------------------------------
|                                         |  | Shares    |   |  | Weighted averageGrant-date fair value
|                                         |  |           |   |  | USD                                  
|Balance as of January 1, 2007            |  |          |   |  |                                     
|Granted on February 14, 2007 (note i)    |  | 6,505     |   |  | 15.37                                
|Granted on March 14, 2007 (note ii)      |  | 55,000    |   |  | 15.20                                
|Granted on March 14, 2007 (note iii)     |  | 16,000    |   |  | 15.20                                
|Granted on August 1, 2007 (note iv)      |  | 140,000   |   |  | 13.90                                
|Granted on December 24, 2007 (note v)    |  | 8,734     |   |  | 16.03                                
|Granted on December 24, 2007 (note vi)   |  | 105,000   |   |  | 16.03                                
|Vested                                   |  | (203,755  | ) |  | 14.31                                
|                                         |  |           |   |  |                                      
|Balance as of December 31, 2007          |  | 127,484   |   |  | 15.94                                
|Granted on January 28, 2008 (note vii)   |  | 962,700   |   |  | 9.67                                 
|Granted on March 27, 2008 (note vii)     |  | 80,000    |   |  | 10.85                                
|Granted on August 4, 2008 (note iii)     |  | 280,000   |   |  | 4.52                                 
|Granted on October 31, 2008 (note viii)  |  | 29,412    |   |  | 5.44                                 
|Granted on November 21, 2008 (note iii)  |  | 80,125    |   |  | 2.7                                  
|Granted on November 21, 2008 (note viii) |  | 1,400,000 |   |  | 2.7                                  
|Vested                                   |  | (678,284  | ) |  | 7.28                                 
|                                         |  |           |   |  |                                      
|Balance as of December 31, 2008          |  | 2,281,437 |   |  | 5.56                                 
|                                         |  |           |   |  |                                      



|          |  |                                                                                                                                     
|--------- |  | ------------------------------------------------------------------------------------------------------------------------------------
|Note i    |  | The stock awards vest 50% on June 30, 2007, 25% on September 30, 2007 and 25% on December 31, 2007.                                 
|          | 
|Note ii   |  | The stock awards vest in equal quarterly installments over a period of one year from the date of grant.                             
|          | 
|Note iii  |  | The stock awards were fully vested on the date of grant.                                                                            
|          | 
|Note iv   |  | The stock awards vest in equal installments on August 31, September 30, October 31, November 30 and December 31, 2007, respectively.
|          | 
|Note v    |  | The stock awards vest in equal installments on March 24, June 24, September 24 and December 24, 2008.                               
|          | 
|Note vi   |  | The stock awards vest in equal annual installments over a period of three years from January 1, 2008.                               
|          | 
|Note vii  |  | The stock awards vest in equal quarterly installments over a period of three years from the date of grant.                          
|          | 
|Note viii |  | The stock awards vest in equal quarterly installments over a period of two years from the date of grant.                            

The total fair value of the above equity share units vested during the year ended December 31,
2008 and 2007 were USD4,936 and USD2,916, respectively. As of December 31, 2008 and 2007, the aggregate fair value of all non-vested equity share units were USD12,695 and USD2,032, respectively, which is expected to be amortized on a
straight-line basis over a weighted average period of approximately 24 months (2007: 31 months).



F-36



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##### Table of Contents

COGO GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)



Performance shares

A summary of performance shares activity is as follows:



|                                       |  |         |   |  |                                      
|-------------------------------------- |  | ------- | - |  | -------------------------------------
|                                       |  | Shares  |   |  | Weighted averageGrant-date fair value
|                                       |  |         |   |  | USD                                  
|Balance as of January 1, 2007          |  |        |   |  |                                     
|Granted on December 24, 2007 (note i)  |  | 255,000 |   |  | 16.03                                
|Granted on December 24, 2007 (note ii) |  | 15,000  |   |  | 16.03                                
|                                       |  |         |   |  |                                      
|Balance as of December 31, 2007        |  | 270,000 |   |  | 16.03                                
|Granted on March 27, 2008 (note i)     |  | 160,000 |   |  | 10.85                                
|Vested                                 |  | (5,000  | ) |  | 16.03                                
|                                       |  |         |   |  |                                      
|Balance as of December 31, 2008        |  | 425,000 |   |  | 14.08                                
|                                       |  |         |   |  |                                      



|        |  |                                                                                                                                                                                                                                                                                                                               
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        | 
|Note i  |  | The performance shares vest in equal annual installments over three years from January 1, 2008 to December 31, 2010 and were subject to the Group meeting certain earning measures in
2008, 2009 and 2010. Management assessed that the earning measures for these performance shares were improbable of achievement for 2008.
|        | 
|Note ii |  | The performance shares vest in equal annual installments over three years from January 1, 2008 to December 31, 2010 and were subject to the Group meeting performance measures in
2008, 2009 and 2010.                                                                                                                        

The total fair value of performance shares vested during the year ended December 31, 2008 was
USD80. No performance shares were vested during the year ended December 31, 2007. As of December 31, 2008 and 2007, the aggregate fair value of all performance share units were USD5,984 and USD4,328, respectively.



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##### Table of Contents

COGO GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)



|13 | EARNINGS PER SHARE
|-- | ------------------

The following table sets forth
the computation of basic and diluted earnings per share for the year ended December 31:



|                                                                                           |  |        |  |            |  |            |  |           
|------------------------------------------------------------------------------------------ |  | ------ |  | ---------- |  | ---------- |  | ----------
|                                                                                           |  | 2008   |  | 2008       |  | 2007       |  | 2006      
|                                                                                           |  | USD    |  | RMB        |  | RMB        |  | RMB       
|Numerator for basic and diluted earnings per share:                                        |  |        |  |            |  |            |  |           
|Net income                                                                                 |  | 14,057 |  | 95,907     |  | 152,443    |  | 123,275   
|                                                                                           |  |        |  |            |  |            |  |           
|Denominator:                                                                               |  |        |  |            |  |            |  |           
|Basic weighted average shares                                                              |  |        |  | 38,488,861 |  | 36,974,100 |  | 32,200,044
|Effect of dilutive non-vested equity share units, performance shares, options and warrants |  |        |  | 1,097,060  |  | 1,332,869  |  | 1,629,475 
|                                                                                           |  |        |  |            |  |            |  |           
|Diluted weighted average shares                                                            |  |        |  | 39,585,921 |  | 38,306,969 |  | 33,829,519
|                                                                                           |  |        |  |            |  |            |  |           
|Basic earnings per share:                                                                  |  | 0.37   |  | 2.49       |  | 4.12       |  | 3.83      
|                                                                                           |  |        |  |            |  |            |  |           
|Diluted earnings per share:                                                                |  | 0.36   |  | 2.42       |  | 3.98       |  | 3.64      
|                                                                                           |  |        |  |            |  |            |  |           

Non-vested equity share units, performance shares, and options and warrants amounting to
approximately 942 thousand, 384 thousand and Nil at December 31, 2008, 2007 and 2006, respectively are excluded from the Companys dilutive computation as their effect would be anti-dilutive.



|14 | OPERATING SEGMENT INFORMATION
|-- | -----------------------------

SFAS No. 131,
Disclosures about Segments of an Enterprise and Related Information, establishes standards for reporting information about operating segments in financial statements. Operating segments are defined as components of an enterprise about which
separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance.

The Company determined it has two operating segments: Component Sales and Engineering Services.

The Component Sales segment primarily consists of the sale of components for the mobile handset, telecommunication system equipment, digital media and
other (such as network protection devices and data storage) markets. The Engineering Services segment primarily consists of the provision of technology and engineering services, business process outsourcing, network system integration and related
training and maintenance services. There was no inter-segment revenue during the periods reported. Unallocated includes items such as corporate staff and overhead.

Substantially all of the Groups operations are in the PRC. Consequentially, no geographic information is presented.



F-38



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##### Table of Contents

COGO GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)



The following is the segment information for the year ended December 31, 2008:



|                                                             |  |                   |   |  |                        |   |  |                |   |  |           |  
|------------------------------------------------------------ |  | ----------------- | - |  | ---------------------- | - |  | -------------- | - |  | --------- | -
|                                                             |  | ComponentSalesRMB |   |  | EngineeringServicesRMB |   |  | UnallocatedRMB |   |  | TotalRMB  |  
|Net revenue                                                  |  |                   |   |  |                        |   |  |                |   |  |           |  
|Segment revenue from external Customers                      |  | 1,931,845         |   |  | 27,695                 |   |  |               |   |  | 1,959,540 |  
|Inter-segment revenue                                        |  | 8,368             |   |  | 63,216                 |   |  |               |   |  | 71,584    |  
|                                                             |  |                   |   |  |                        |   |  |                |   |  |           |  
|                                                             |  | 1,940,213         |   |  | 90,911                 |   |  |               |   |  | 2,031,124 |  
|                                                             |  |                   |   |  |                        |   |  |                |   |  |           |  
|Income/(loss) from operations                                |  | 124,265           |   |  | (1,740                 | ) |  | (49,987        | ) |  | 72,538    |  
|Interest expense                                             |  | (1,056            | ) |  |                       |   |  |               |   |  | (1,056    | )
|Interest income                                              |  | 25,426            |   |  | 2,390                  |   |  | 79             |   |  | 27,895    |  
|                                                             |  |                   |   |  |                        |   |  |                |   |  |           |  
|Earnings before income taxes and minority interest           |  | 148,635           |   |  | 650                    |   |  | (49,908        | ) |  | 99,377    |  
|                                                             |  |                   |   |  |                        |   |  |                |   |  |           |  
|Significant non-cash items:                                  |  |                   |   |  |                        |   |  |                |   |  |           |  
| Depreciation and amortization                              |  | 31,164            |   |  | 6,320                  |   |  |               |   |  | 37,484    |  
| In-process research and development                        |  | 4,390             |   |  |                       |   |  |               |   |  | 4,390     |  
| Impairment loss of goodwill and intangible assets (Note 8) |  | 33,759            |   |  |                       |   |  |               |   |  | 33,759    |  
| Provision for inventory write-down                         |  | 511               |   |  | 689                    |   |  |               |   |  | 1,200     |  
| Allowance for doubtful accounts                            |  | 6,847             |   |  |                       |   |  |               |   |  | 6,847     |  
| Minority interest                                          |  | 1,255             |   |  |                       |   |  |               |   |  | 1,255     |  
| Share-based compensation cost                              |  |                  |   |  |                       |   |  | 40,722         |   |  | 40,722    |  
|                                                             |  |                   |   |  |                        |   |  |                |   |  |           |  
|Segment assets                                               |  | 1,607,409         |   |  | 75,846                 |   |  | 3,555          |   |  | 1,686,810 |  
|                                                             |  |                   |   |  |                        |   |  |                |   |  |           |  
|Total expenditures for additions to long-lived assets        |  |                   |   |  |                        |   |  |                |   |  |           |  
| Property and equipment                                     |  | 6,257             |   |  | 1,294                  |   |  |               |   |  | 7,551     |  
| Intangible assets (Note 7)                                 |  | 30,157            |   |  |                       |   |  |               |   |  | 30,157    |  
| Goodwill (Note 7)                                          |  | 21,422            |   |  |                       |   |  |               |   |  | 21,422    |  
|                                                             |  |                   |   |  |                        |   |  |                |   |  |           |  



F-39



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##### Table of Contents

COGO GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)



The following is the segment information for the year ended December 31, 2007:



|                                                      |  |                   |   |  |                        |   |  |                |   |  |           |  
|----------------------------------------------------- |  | ----------------- | - |  | ---------------------- | - |  | -------------- | - |  | --------- | -
|                                                      |  | ComponentSalesRMB |   |  | EngineeringServicesRMB |   |  | UnallocatedRMB |   |  | TotalRMB  |  
|Net revenue                                           |  |                   |   |  |                        |   |  |                |   |  |           |  
|Segment revenue from external Customers               |  | 1,597,818         |   |  | 68,690                 |   |  |               |   |  | 1,666,508 |  
|Inter-segment revenue                                 |  | 9,725             |   |  | 100,027                |   |  |               |   |  | 109,752   |  
|                                                      |  |                   |   |  |                        |   |  |                |   |  |           |  
|                                                      |  | 1,607,543         |   |  | 168,717                |   |  |               |   |  | 1,776,260 |  
|                                                      |  |                   |   |  |                        |   |  |                |   |  |           |  
|Income/(loss) from operations                         |  | 200,554           |   |  | 2,161                  |   |  | (56,234        | ) |  | 146,481   |  
|Interest expense                                      |  | (1,943            | ) |  | (392                   | ) |  |               |   |  | (2,335    | )
|Interest income                                       |  | 24,903            |   |  | 117                    |   |  | 617            |   |  | 25,637    |  
|                                                      |  |                   |   |  |                        |   |  |                |   |  |           |  
|Earnings before income taxes and minority interest    |  | 223,514           |   |  | 1,886                  |   |  | (55,617        | ) |  | 169,783   |  
|                                                      |  |                   |   |  |                        |   |  |                |   |  |           |  
|Significant non-cash items:                           |  |                   |   |  |                        |   |  |                |   |  |           |  
| Depreciation and amortization                       |  | 12,394            |   |  | 6,121                  |   |  |               |   |  | 18,515    |  
| Allowance for doubtful accounts                     |  | 15,052            |   |  |                       |   |  |               |   |  | 15,052    |  
| Minority interest                                   |  | 3,065             |   |  |                       |   |  |               |   |  | 3,065     |  
| Share-based compensation cost                       |  |                  |   |  |                       |   |  | 38,015         |   |  | 38,015    |  
|                                                      |  |                   |   |  |                        |   |  |                |   |  |           |  
|Segment assets                                        |  | 1,716,207         |   |  | 121,763                |   |  | 2,570          |   |  | 1,840,540 |  
|                                                      |  |                   |   |  |                        |   |  |                |   |  |           |  
|Total expenditures for additions to long-lived assets |  |                   |   |  |                        |   |  |                |   |  |           |  
| Property and equipment                              |  | 4,005             |   |  | 5,029                  |   |  |               |   |  | 9,034     |  
| Intangible assets (Note 7)                          |  | 147,585           |   |  | (5,049                 | ) |  |               |   |  | 142,536   |  
| Goodwill (Note 7)                                   |  | 47,561            |   |  | 5,221                  |   |  |               |   |  | 52,782    |  
|                                                      |  |                   |   |  |                        |   |  |                |   |  |           |  

The following is the segment information for the year ended December 31, 2006:



|                                                      |  |                   |   |  |                        |   |  |                |   |  |           |  
|----------------------------------------------------- |  | ----------------- | - |  | ---------------------- | - |  | -------------- | - |  | --------- | -
|                                                      |  | ComponentSalesRMB |   |  | EngineeringServicesRMB |   |  | UnallocatedRMB |   |  | TotalRMB  |  
|Net revenue                                           |  |                   |   |  |                        |   |  |                |   |  |           |  
|Segment revenue from external customers               |  | 1,269,176         |   |  | 54,387                 |   |  |               |   |  | 1,323,563 |  
|Inter-segment revenue                                 |  |                  |   |  | 107,346                |   |  |               |   |  | 107,346   |  
|                                                      |  |                   |   |  |                        |   |  |                |   |  |           |  
|                                                      |  | 1,269,176         |   |  | 161,733                |   |  |               |   |  | 1,430,909 |  
|                                                      |  |                   |   |  |                        |   |  |                |   |  |           |  
|Income/(loss) from operations                         |  | 156,544           |   |  | 9,354                  |   |  | (37,103        | ) |  | 128,795   |  
|Gain on disposal of a subsidiary                      |  | 6,673             |   |  |                       |   |  |               |   |  | 6,673     |  
|Interest expense                                      |  | (2,834            | ) |  | (62                    | ) |  |               |   |  | (2,896    | )
|Interest income                                       |  | 7,187             |   |  | 154                    |   |  | 11             |   |  | 7,352     |  
|                                                      |  |                   |   |  |                        |   |  |                |   |  |           |  
|Earnings before income taxes and minority interest    |  | 167,570           |   |  | 9,446                  |   |  | (37,092        | ) |  | 139,924   |  
|                                                      |  |                   |   |  |                        |   |  |                |   |  |           |  
|Significant non-cash items:                           |  |                   |   |  |                        |   |  |                |   |  |           |  
| Depreciation and amortization                       |  | 2,252             |   |  | 802                    |   |  |               |   |  | 3,054     |  
| Allowance for doubtful accounts                     |  | 7,920             |   |  |                       |   |  |               |   |  | 7,920     |  
| Provision for inventory write-down                  |  | 7,369             |   |  |                       |   |  |               |   |  | 7,369     |  
| Minority interest                                   |  | 8,795             |   |  | (3,250                 | ) |  |               |   |  | 5,545     |  
| Share-based compensation cost                       |  |                  |   |  |                       |   |  | 20,029         |   |  | 20,029    |  
|Segment assets                                        |  | 747,577           |   |  | 150,519                |   |  | 9,002          |   |  | 907,098   |  
|                                                      |  |                   |   |  |                        |   |  |                |   |  |           |  
|Total expenditures for additions to long-lived assets |  |                   |   |  |                        |   |  |                |   |  |           |  
| Property and equipment                              |  | 3,370             |   |  | 5,053                  |   |  |               |   |  | 8,423     |  
| Intangible assets (Note a)                          |  | 5,467             |   |  | 14,756                 |   |  |               |   |  | 20,223    |  
| Investment in an affiliated company                 |  |                  |   |  | 416                    |   |  |               |   |  | 416       |  
| Goodwill (Note a)                                   |  | 4,264             |   |  | 42,428                 |   |  |               |   |  | 46,692    |  
|                                                      |  |                   |   |  |                        |   |  |                |   |  |           |  



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##### Table of Contents

COGO GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)



Revenues from external customers by product category are summarized as follows:



|                             |  |         |  |           |  |           |  |          
|---------------------------- |  | ------- |  | --------- |  | --------- |  | ---------
|                             |  | 2008    |  | 2008      |  | 2007      |  | 2006     
|                             |  | USD     |  | RMB       |  | RMB       |  | RMB      
|Net revenue                  |  |         |  |           |  |           |  |          
|Component Sales              |  |         |  |           |  |           |  |          
|Mobile handset               |  | 101,111 |  | 689,832   |  | 672,640   |  | 525,427  
|Telecommunications equipment |  | 82,589  |  | 563,461   |  | 509,054   |  | 455,223  
|Industrial Business          |  | 13,001  |  | 88,701    |  |          |  |         
|Digital media and others     |  | 86,457  |  | 589,851   |  | 416,124   |  | 288,526  
|                             |  |         |  |           |  |           |  |          
|                             |  | 283,158 |  | 1,931,845 |  | 1,597,818 |  | 1,269,176
|Engineering Services         |  | 4,059   |  | 27,695    |  | 68,690    |  | 54,387   
|                             |  |         |  |           |  |           |  |          
|Total net revenue            |  | 287,217 |  | 1,959,540 |  | 1,666,508 |  | 1,323,563
|                             |  |         |  |           |  |           |  |          



|15 | STATUTORY RESERVES
|-- | ------------------

According to laws applicable to
the foreign investment enterprises in the PRC and the Articles of Association of certain subsidiaries of the Company in the PRC (the PRC subsidiaries), the PRC subsidiaries are required to appropriate part of their net profits as
determined in accordance with the accounting principles and the relevant financial regulations applicable to enterprises limited by shares as established by the Ministry of Finance of the PRC (PRC GAAP) to various reserves. These include
general reserves, statutory surplus reserve and statutory public welfare fund.

For general reserve, appropriation to general reserve is at
the discretion of the board of directors of the relevant PRC subsidiaries. The reserve can only be used for specific purposes and is not distributable as cash dividends.

For statutory surplus reserve, 10% of the net profit, as determined in accordance with PRC GAAP, of the relevant PRC subsidiaries is transferred to the statutory surplus reserve until the reserve balance reaches 50%
of the registered capital of the relevant PRC companies. The transfer to this reserve must be made before distribution of dividends to shareholders can be made. The statutory surplus reserve can be used to make good previous years losses, if
any, and may be converted into share capital by the issue of new shares to shareholders in proportion to their existing shareholders in proportion to their existing shareholdings or by increasing the par value of the shares currently held by the
shareholders, provided that the balance after such issue is not less than 25% of the registered capital.

For statutory public welfare fund,
5% to 10% of the net profit, as determined in accordance with PRC GAAP, of the relevant PRC subsidiaries is transferred to the statutory public welfare fund. This fund can only be utilized on capital items for the collective benefit of the employees
such as the construction of dormitories, canteen and other staff welfare facilities. The fund is non-distributable other than on liquidation. The transfer to this fund must be made before distribution of dividends to shareholders can be made.

The accumulated balance of these statutory reserves maintained at the Companys PRC subsidiaries as of December 31, 2008 and 2007
were RMB42,294 (USD5,369) and RMB36,290, respectively.



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##### Table of Contents

COGO GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)



|16 | COMMITMENTS AND CONTINGENCIES
|-- | -----------------------------



|(a) | The Group leases its office facilities under non-cancelable operating leases. The leases have remaining terms up to twenty-one months. Rental expense was RMB9,496 (USD1,392),
RMB7,831 and RMB6,783 for the years ended December 31, 2008, 2007 and 2006, respectively.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Future minimum lease payments
under non-cancellable operating leases as of December 31, 2008 were as follows:



|                         |  |       |  |       
|------------------------ |  | ----- |  | ------
|                         |  | USD   |  | RMB   
|Year ending December 31, |  |       |  |       
|2009                     |  | 1,282 |  | 8,745 
|2010                     |  | 449   |  | 3,063 
|                         |  |       |  |       
|Total                    |  | 1,731 |  | 11,808
|                         |  |       |  |       



|(b) | As on December 31, 2008, the Group has outstanding purchase orders for components from suppliers in the amount of approximately RMB216 (USD32). The Group does not have any
minimum purchase obligations with these suppliers. Other than as disclosed above, the Group had no other contractual obligations, off-balance sheet guarantees or arrangements as on December 31, 2008.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(c) | As of December 31, 2008, outstanding bills discounted with banks for which the Group has retained a recourse obligation amounting to RMB22,054 (USD3,233).
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------



|17 | RELATED PARTY BALANCE AND TRANSACTION
|-- | -------------------------------------

The amount
due to a related party of Jeffrey Kang as of December 31, 2007 represented consideration payable to Matsunichi for the purchase of a small office suite by the Group in 2001. Mr. Jeffrey Kang, Chairman of the Company, has a controlling interest
in Matsunichi. The balance was interest free and was settled in March 2008. Apart from the foregoing, there was no other related party balance or transaction.



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##### Table of Contents

COGO GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)



|18 | CONCENTRATION OF RISK
|-- | ---------------------

Revenue concentration

A substantial percentage of the Groups sales are made to the following customers. Details of the customers accounting for 10% or more
of total net revenue are as follows:



|           |  |      |   |  |      |   |  |      |  
|---------- |  | ---- | - |  | ---- | - |  | ---- | -
|           |  | 2008 |   |  | 2007 |   |  | 2006 |  
|Customer A |  | 12   | % |  | 16   | % |  | 9    | %
|Customer B |  | 10   | % |  | 10   | % |  | 16   | %



Details of the accounts
receivable from the two customers with the largest receivable balances at December 31, 2008 and 2007 are as follows:



|           |  |                                   |   |  |      |  
|---------- |  | --------------------------------- | - |  | ---- | -
|           |  | Percentage of accounts receivable |  
|           |  | 2008                              |   |  | 2007 |  
|Customer A |  | 23                                | % |  | 13   | %
|Customer B |  | 9                                 | % |  | 10   | %
|           |  |                                   |   |  |      |  
|           |  | 32                                | % |  | 23   | %
|           |  |                                   |   |  |      |  

Dependence on suppliers

The Group typically rely on a limited number of key suppliers, and many customized module design solutions that are developed by the Group are designed
around technology components provided by these suppliers. The Group typically do not have long-term supply agreements or other forms of exclusive arrangements with these suppliers. If the Group loses a key supplier or a supplier reduces the quantity
of products it sells to the Group, it does not maintain a sufficient inventory level of products required or is otherwise unable to meet the demand for its components, the Group may have to expend significant time, effort and other resources to
locate a suitable alternative supplier and secure replacement components. If suitable replacement components are unavailable, the Group may be forced to redevelop certain of its solutions, which ultimately may not be accepted by the customers.

A substantial percentage of the Groups purchases are made from the following suppliers. Details of the major suppliers are as
follows:



|           |  |      |   |  |      |   |  |      |  
|---------- |  | ---- | - |  | ---- | - |  | ---- | -
|           |  | 2008 |   |  | 2007 |   |  | 2006 |  
|Supplier A |  | 31.7 | % |  | 28.6 | % |  | 34.9 | %
|Supplier B |  | 12.6 | % |  | 2.9  | % |  | Nil  |  
|Supplier C |  | 7.5  | % |  | 10.0 | % |  | 15.7 | %
|Supplier D |  | 5.1  | % |  | 9.1  | % |  | 16.5 | %



|19 | EMPLOYEE BENEFIT PLANS
|-- | ----------------------

Certain employees of the
Group in the PRC are entitled to retirement benefits based on their salaries and length of service upon retirement in accordance with a PRC government-managed retirement plan. The PRC government is directly responsible for the payments of the
benefits to these retired employees. The Group is required to make contributions to the government-managed retirement plan at 6.5% to 9% of the monthly basic salaries of certain employees. The contribution expense for the years ended
December 31, 2008, 2007 and 2006 was RMB5,726 (USD839), RMB2,062 and RMB1,961, respectively.

The Group operates a Mandatory Provident
Fund Scheme (the MPF scheme) under the Hong Kong Mandatory Provident Fund Schemes Ordinance for employees employed under the jurisdiction of the Hong Kong Employment Ordinance. The assets of the MPF scheme are held by independent
trustees and are separated from those of the Groups assets. Under the MPF scheme, the employer and its employees are each required to make contributions to the plan at 5% of the employees relevant income, subject to a cap of monthly
relevant income of HKD20. Contributions to the plan by the employee vest immediately. The contributions paid by the Group for the years ended December 31, 2008, 2007 and 2006 were RMB189 (USD28), RMB103 and RMB125, respectively.





|20 | FAIR VALUE OF FINANCIAL INSTRUMENTS
|-- | -----------------------------------

The fair
values of pledged bank deposits, accounts receivable, bills receivable, accounts payable, bank borrowings, amount due to a related party, and other payables and accrued liabilities approximated the respective carrying amounts because of the short
maturity of these instruments.



|21 | FOREIGN CURRENCY RISK
|-- | ---------------------

The RMB is not a freely
convertible currency. The State Administration for Foreign Exchange, under the authority of the Peoples Bank of China, controls the conversion of RMB into foreign currencies. The value of the RMB is subject to changes in central government
policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market.

The PRC subsidiaries conduct their business substantially in the PRC, and their financial performance and position are measured in terms of RMB. Any devaluation of the RMB against the USD would consequently have an adverse effect on the
financial performance and asset values of the Group when measured in terms of USD. The PRC subsidiaries products are primarily procured, sold and delivered in the PRC for RMB. Thus, their revenues and profits are predominantly denominated in
RMB.



|22 | INTEREST RATE RISK
|-- | ------------------

The Group is exposed to
interest rate risk arising from short-term variable rate borrowings from time to time. The Groups future interest expense will fluctuate in line with any change in borrowing rates. The Group does not have any derivative financial instruments
as of December 31, 2008 and 2007 and believes its exposure to interest rate risk is not material.



F-43