Exhibit  EX-10.2




SUBSCRIPTION AGREEMENT

(Translation Version)




China Technology Development Group Corporation




and




China Wanhe Investment Limited




____________________________




April 28, 2010

____________________________




SUBSCRIPTION AGREEMENT




(Translation Version)




                        THIS AGREEMENT made as of the 28th day of April, 2010 by and among
China Technology Development Group Corporation, a company incorporated under the laws of the
British Virgin Islands (the “Company”), and China Wanhe Investment Ltd., a company incorporated
under the laws of the British Virgin Islands (the “Subscriber”).



                        WHEREAS, the Company is offering certain shares of its common stock,
US$0.01 par value (the “Shares”), in a private placement (the “Offering”) on the terms and subject
to the conditions set forth herein; and



WHEREAS, the Subscriber desires to purchase Shares in the Offering.



                        NOW, THEREFORE, the parties hereto agree as follows:



1. Purchase and Sale.



                        1.1 Upon the terms and subject to the conditions of this Agreement,
the Subscriber hereby subscribes for and agrees to purchase from the Company 2,000,000 Shares for a
purchase price equal to US $3.01 per Share and an aggregate purchase price equal to US $6,020,000,
and the Company agrees to issue and sell such Shares to the Subscriber for such amount.



                        1.2 The consummation of the issue and sale of the Shares (the
“Closing”) shall take place at the office of a law firm designated by the Subscriber within seven
(7) days following the execution of this Agreement, or at such other date as shall be mutually
agreed upon in writing by the parties (the “Closing Date”).



1.3 At the Closing, the Company will deliver or cause to be delivered to the law firm
designated by the Subscriber a physical certificate representing the Shares.



                      1.4  On the same day when the law firm designated by the
Subscriber receives the share certificate, the Subscriber will pay to the Company or the Company’s
designated subsidiary by wire transfer, or by other means as shall be mutually agreed upon by the
parties, the purchase price of the Shares for which the Subscriber has
subscribed.                     



2. Representations and Warranties of the Company.



The Company represents and warrants to the Subscriber, as of the date hereof and as of the
Closing, as follows:



                       2.1 The Company is a company duly organized and validly existing and in
good standing under the laws of the British Virgin Islands, each of the Company’s significant
subsidiaries is duly organized and validly existing under the laws of its jurisdiction of
incorporation, and each of the Company and its significant subsidiaries has the corporate power and
authority to own its property and conduct its business.



                       2.2 The Company has the right, power and authority to execute and
deliver this Agreement and any other agreement or instrument to be entered into in connection with
the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to
perform its obligations hereunder and thereunder; and all action (corporate or other) required to
be taken for the due and proper authorization, execution and delivery of each of the Transaction
Documents and the consummation of the transactions contemplated thereby has been duly and validly
taken.



                        2.3  The Shares will be duly and validly issued and
outstanding, fully paid and non-assessable, and free and clear of all liens, claims, equities and
encumbrances, other than any liens, claims, equities or encumbrances created by the Subscriber, and
rank pari passu with all other the Company’s common stock, except for transfer restrictions under
applicable securities laws.



                        2.4 Neither the Company nor any of its significant subsidiaries is (i)
in violation of any term of its organizational documents (the “Organizational Documents”), (ii) in
violation of, or default under, any material agreement, indenture or instrument to which the
Company is a party (the “Material Agreements”), or (iii) in violation of any material law, rule,
regulation, order, judgment or decree (including under federal or state securities laws) applicable
to the Company (the “Applicable Law”). The execution, delivery and performance by the Company of
this Agreement and the other Transaction Documents and the consummation of the transactions
contemplated hereby and thereby will not (i) result in a violation of the Organizational Documents,
(ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both
would become a default) under, or give to others any right of termination, amendment, acceleration
or cancellation of, any Material Agreement, or (iii) result in a violation of any Applicable Law.



2.5 During the preceding twelve (12) months, the Company has timely filed all reports,
schedules, forms, statements and other documents required to be filed with the U.S. Securities and
Exchange Commission (the “SEC”) pursuant to the reporting requirements of the U.S. Securities
Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing filed prior to the
Closing Date and all exhibits included therein and financial statements, notes and schedules
thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC
Documents”).



2.6 There are no legal, governmental or regulatory investigations, actions, suits or
proceedings pending to which the Company or any of its subsidiaries is a party or to which any
property of the Company or any of its subsidiaries is subject, except for those which, in the event
of an adverse outcome, would not reasonably be expected to have a material adverse effect; and no
such investigations, actions, suits or proceedings are threatened or, to the knowledge of the
Company, contemplated by any governmental or regulatory authority or by others, except for those
which, in the event of an adverse outcome, would not reasonably be expected to have a material
adverse effect.



2.7 The Company and its subsidiaries have all licenses, franchises, permits and approvals of
and from all governmental regulatory officials and bodies that are necessary to conduct their
business and that are material in relation to the business of the Company.



2.8 The Company is not in violation in any material respect with the listing requirements of
the NASDAQ Capital Market and has no knowledge of any facts that would reasonably lead to delisting
or suspension of the Company’s common stock in the foreseeable future. The consummation of the
transactions contemplated by the Transaction Documents shall not have the effect of delisting or
suspending the Company’s common stock from the NASDAQ Capital Market.



2.9 Except as disclosed in the SEC Documents, during the preceding twelve (12) months, there
has been no material adverse development in the business, assets, liabilities, properties,
operations, condition (financial or otherwise), results of operations or prospects of the Company
and its subsidiaries, taken as a whole. Neither the Company nor any of its subsidiaries has taken
any steps to seek protection pursuant to any bankruptcy law.



2.10 The Company and its subsidiaries have good and valid title to all material real property
used or owned by them and have obtained all the contents or licenses to use or own all material
real property.



3. Representations and Warranties of the Subscriber.



The Subscriber represents and warrants to the Company as of the date hereof and as of the
Closing, as follows:



                       3.1 The Subscriber is acquiring the Shares for its own account for
investment and not with a view to resale or distribution of all or any part of the Shares.



                       3.2 The Subscriber has had an opportunity to ask questions of, and
receive answers from, appropriate representatives of the Company concerning the Company and its
business, and the terms and conditions of this Offering, and to obtain such additional information
as the Subscriber deems necessary to verify the accuracy and adequacy of the information the
Subscriber has obtained (the “DD Information”).



                       3.3 The Subscriber affirms that it is (i) an “accredited investor” as
such term is defined in Rule 501 of Regulation D promulgated under the Securities Act, and that it
is able to bear the economic risk of any investment in the Shares and/or (ii) located outside of
the United States, is not a “U.S. Person” and it is not acquiring the Shares for the account or
benefit of any U.S. Person, and (iii) it is purchasing the Shares in an “offshore transaction,” as
such terms are defined in Rule 902 of Regulation S promulgated under the Securities Act.



                       3.4 The Subscriber understands and agrees that (i) the Shares being
offered have not been registered under the U.S. Securities Act 1933, as amended, (the “Securities
Act”) or any applicable state securities laws; and (ii) the resale or transfer of the Shares can
only be made (a) pursuant to an effective registration statement for the securities under the
Securities Act, or (b) in accordance with the provisions of an available exemption from
registration pursuant to the Securities Act.



                 3.5 The Subscriber is a company duly organized and validly
existing and in good standing under the laws of the British Virgin Islands and has the right, power
and authority to execute and deliver this Agreement and any other Transaction Documents and to
perform its obligations hereunder and thereunder; and all action (corporate or other) required to
be taken for the due and proper authorization, execution and delivery of each of the Transaction
Documents and the consummation of the transactions contemplated thereby has been duly and validly
taken.  



4. Covenants of the Parties.



                        4.1 Promptly following the Closing, the Company shall file with The
NASDAQ Stock Market LLC a Notification for Listing of Additional Shares.



4.2 The proceeds from the Offering under this Agreement shall be used for investment in
Xinhua Multimedia project and general working capital.



4.3 The Company shall prepare to register the Shares in Form F-3 promptly following the
filing of its annual report for the fiscal year 2009 and shall use its best efforts to complete the
Registration Statement within six (6) months after filing of its annual report.



4.4 The Subscriber shall file forms, schedules and all other documents required by the
applicable securities laws and regulations within the required period of time following the
Closing. The Company shall notify the Subscriber in a timely manner and provide reasonable
assistance to the Subscriber with regard to the filing mentioned in the preceding sentence.



5. Conditions to the Closing.



                        5.1        All the representations and warranties of each
of the party contained in this Agreement and in each of the Transaction Documents shall have been
true and correct as of the date hereof and shall be true and correct at the Closing.



                        5.2  No injunction, restraining order or order of any
nature by a governmental authority shall have been issued as of the Closing Date that could prevent
or interfere with the consummation of the transactions contemplated under the Transaction
Documents.



                       5.3 This Agreement shall have been executed and delivered by all
parties thereto, and each party shall have received a fully executed original (or clearly legible
facsimile copy) of this Agreement.



5.4 At the Closing, the Subscriber shall pay the purchase price set forth in this Agreement,
in consideration for the issuance and sale of the Shares.



5.5 Prior to the Closing, the Company shall have entered into the cooperation framework
agreement with Xintang Media Technology (Beijing) Ltd, its stockholders and associated companies,
pursuant to which CTDC will issue certain shares of common stock to stockholders of Xintang Media
Technology (Beijing) Ltd at a price not less than US$3.01 per share.



6. Termination.



. This Agreement may be terminated as follows:



6.1 This Agreement may be terminated by mutual written consent of the Company and the
Subscriber;



6.2 This Agreement may be terminated by the Subscriber if the Company breaches or fails to
perform any of its representations, warranties or covenants contained in this Agreement and such
breach or failure to perform cannot be or has not been cured within ten (10) days following
delivery of written notice of such breach or failure to perform;



6.3 This Agreement may be terminated by the Company if the Subscriber materially breaches or
fails to perform any of its representations, warranties or covenants contained in this Agreement
and such breach or failure to perform cannot be or has not been cured within ten (10) days
following delivery of written notice of such breach; or



6.4 This Agreement may be terminated by the Company or the Subscriber if the Closing shall not
have occurred by the thirtieth (30th) day of the date of execution of this Agreement (the
“Termination Date”).



7. Miscellaneous.



                        7.1 The formation, effect, interpretation, performance and dispute
resolution of this Agreement shall be governed by the laws of Hong Kong and the parties agree to
submit to the non-exclusive jurisdiction of the courts of Hong Kong.



                       7.2 This Agreement shall not be assigned by any party unless it is
agreed to in writing by all parties hereto.



                        7.3 No provision of this Agreement may amended or waived without
the written consent of each party.



                        7.4 To the extent permitted by applicable law, the illegality or
unenforceability of any provision of this Agreement shall not in any way affect or impair the
legality or enforceability of the remaining portions of this Agreement.



7.5 All communications hereunder will be in writing and will be mailed or delivered to the
address of such party provided on the signature page hereto.



                        7.6  This Agreement and other Transaction Documents
constitute the entire agreement and understanding between the parties pertaining to the subject
matter hereof and supersedes any prior agreements, oral or written, or understandings.



7.7 This Agreement is written and executed in Chinese and executed in two counterparts, all of
which have the same legal binding force.



(Signature Pages Follow)






1






                 IN WITNESS WHEREOF, the undersigned have executed this Subscription Agreement
as of the day and year first above written.



CHINA TECHNOLOGY DEVELOPMENT GROUP



CORPORATION



By:       

Name: Alan Li

Title: Director




Address: Unit 1903, 19/F, West Tower, Shun Tak Centre,




168-200 Connaught Rd Central£¬




Hong Kong.



CHINA WANHE INVESTMENT LIMITED



By:       

Name: FU Qing

Title: Director





Address: Suite 2616, Jardine House,


1 Connaught Place, Central


Hong Kong SAR, China




Attn: Tian Hong




2