<PAGE>
                                                                     EXHIBIT 4.6
                                                                  Execution Copy


                              DATED 9 NOVEMBER 2004
                              ---------------------


                                  (1) DONG DEFU
                                (2) HUO BAOZHUANG
                                 (3) HE CHANGKE
                                (4) LIU CANGSONG
                                (5) TAN WENSHENG
                                   (6) WU KEBO
                               (7) SO CHONG KEUNG
                                  (8) NGAN IEK
                       (9) CAPITAL GROUP RESOURCES LIMITED
                               (10) CHOW SIU HONG
                             (11) MODERN RAY LIMITED
                  (12) FINANCIERE NATEXIS SINGAPORE 2 PTE LTD.
                                 (13) JACQUI TAN
                                 (14) SHEN DEMIN

                                       AND

                   (15) CHINA TECHFAITH WIRELESS COMMUNICATION
                               TECHNOLOGY LIMITED

                    -----------------------------------------

                           SALE AND PURCHASE AGREEMENT
                IN RELATION TO THE ENTIRE ISSUED SHARE CAPITAL OF
               TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED

                    -----------------------------------------






                                    FONG & NG
                              In association with:
                            King & Wood, PRC Lawyers
                                    Goodmans
                             Suite 1101, 11th Floor,
                             9 Queen's Road Central,
                                    Hong Kong

                                 Tel.: 2848 4848
                                 Fax.: 2845 2995

                                 (212772/ST/JC)


<PAGE>
                                      INDEX


1.       INTERPRETATION....................................................... 2

2.       SALE AND PURCHASE OF THE SALE SHARES................................. 4

3.       CONSIDERATION........................................................ 6

4.       REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE VENDORS
         AND THE WARRANTORS.....................6

5.       COMPLETION........................................................... 7

6.       POST COMPLETION EFFECT............................................... 8

7.       FURTHER ASSURANCE AND ASSISTANCE..................................... 8

8.       DOCUMENTS CONSTITUTING AGREEMENT..................................... 8

9.       CONFIDENTIALITY...................................................... 9

10.      NOTICES AND OTHER COMMUNICATIONS .................................... 9

11.      COSTS AND EXPENSES .................................................. 9

12.      COUNTERPARTS ........................................................ 9

13.      GOVERNING LAW AND JURISDICTION....................................... 9

SCHEDULE 1 - SUBSIDIARIES.................................................... 10

SCHEDULE 2 - PARTICULARS OF THE BVI COMPANY.................................. 11

SCHEDULE 3 - THE WARRANTIES.................................................. 13

SCHEDULE 4 - FORM OF SHAREHOLDERS' RESOLUTIONS............................... 14

SCHEDULE 5 - FORM OF BOARD RESOLUTIONS....................................... 15




                                       2
<PAGE>
THIS AGREEMENT IS MADE THIS 9th DAY OF November 2004

AMONG

(1)      DONG DEFU of 309-03-04A, Da Xi Yang Xin Cheng, Wang Jing, Chaoyang
         District, Beijing, The PRC ("MR. DONG");

(2)      HUO BAOZHUANG of Room 13-602, Building 39, No. 29 Jianguo Road,
         Chaoyang District, Beijing, The PRC ("MR. HUO");

(3)      HE CHANGKE of No. 1161, Xiao Nan Zhuang 38, Haidian District, Beijing,
         The PRC ("MR. HE");

(4)      LIU CANGSONG of 5/F M7 East, No. 1 Jiu Xian Qiao Dong Road, Chao Yang
         Disctrict, Beijing, The PRC ("MR. LIU");

(5)      TAN WENSHENG of 5/F M7 East, No. 1 Jiu Xian Qiao Dong Road, Chaoyang
         District, Beijing,The PRC ("MR. TAN");

(6)      WU KEBO of Room 1909, 19/F., Hutchison House, 10 Harcourt Road,
         Central, Hong Kong ("MR. WU"No. 51);

(7)      SO CHONG KEUNG of Room 4903, 49/F, Office Tower, Hong Kong Convention
         and Exhibition Plaza, 1 Harbour Road, Wanchai, Hong Kong ("MR. SO");

(8)      NGAN IEK of Rua de Foshan, No. 51, Edif. San kin yip Centro Commercial,
         17 andar, Macau ("MR. NGAN");

(9)      CAPITAL GROUP RESOURCES LIMITED, a company incorporated in the British
         Virgin Islands whose principal place of business is situated at 39th
         Floor, Two International Finance Centre, 8 Finance Street, Hong Kong
         ("CGRL");

(10)     CHOW SIU HONG of Room 1909, 19/F., Hutchison House, 10 Harcourt Road,
         Central, Hong Kong ("MR. CHOW");

(11)     MODERN RAY LIMITED, a company incorporated in the British Virgin
         Islands whose registered office is situated at Sea Meadow House,
         Blackburne Highway, P.O. Box 116, Road Town, Tortola, British Virgin
         Islands ("MRL");

(12)     FINANCIERE NATEXIS SINGAPORE 2 PTE LTD., a company incorporated in
         Singapore whose registered office is situated at 1 Temasek Avenue,
         #27-01 Millenia Tower, Singpaore 039192 ("FNS 2");

         (Mr. Dong, Mr. Huo, Mr. He, Mr. Liu, Mr. Tan, Mr. Wu, Mr. So, Mr. Ngan,
         CGRL, Mr. Chow, MRL and FNS 2 together known as the "VENDORS" or
         individually the "VENDOR")

(13)     JACQUI TAN of 39th Floor, Two International Finance Centre, 8 Finance
         Street, Hong Kong ("MS. JACQUI TAN");


                                       1
<PAGE>



(14)     SHEN DEMIN of 1806, Level 18, Tower E3, The Towers, Oriental Plaza,
         No.1, East Chang An Avenue, Dong Cheng District, Beijing 100738, The
         PRC ("MR. SHEN");

         (Ms. Jacqui Tan and Mr. Shen together known as the "WARRANTORS" or
         individually the "WARRANTOR") and

(15)     CHINA TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED, a company
         incorporated in the Cayman Islands whose registered office is situated
         at Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2681GT,
         George Town, Grand Cayman, British West Indies (the "PURCHASER").


PRELIMINARY

(A)      The Vendors together are the registered and beneficial owners of the
         entire issued share capital of the BVI Company. Ms. Jacqui Tan is the
         registered and beneficial owner of the entire issued share capital of
         CGRL. Mr. Shen is the registered and beneficial owner of the entire
         issued share capital of MRL.

(B)      The Vendors and the Purchaser have agreed to a sale and purchase of the
         Sale Shares on the following terms and conditions.


IT IS AGREED AS FOLLOWS :-

1.       INTERPRETATION

1.1      In this Agreement, unless the context otherwise requires, the following
         expressions shall have the respective meanings set opposite thereto:-

         "BVI COMPANY" means Techfaith Wireless Communication Technology
         Limited, brief particulars of which are set out in Part A of Schedule
         2;

         "COMPLETION" means the completion of the sale and purchase of the Sale
         Shares in accordance with the provisions of this Agreement;

         "COMPLETION DATE" means the date on which Completion takes place;

         "CONSIDERATION" means the consideration for the acquisition of the Sale
         Shares as decribed in Clause 3;

         "CONSIDERATION SHARES" means an aggregate of 9,999 fully paid up shares
         of US$1.00 each in the capital of the Purchaser of which 4,114 shares,
         1,670 shares, 335 shares, 1,665 shares, 815 shares, 300 shares, 170
         shares, 226 shares, 254 shares, 200 shares, 100 shares and 150 shares
         are to be issued and allotted to Mr. Dong, Mr. Huo, Mr. He, Mr. Liu,
         Mr. Tan, Mr. Wu, Mr. So, Mr. Ngan, CGRL, Mr. Chow, MRL and FNS 2
         respectively;

         "GROUP" means the BVI Company and the Subsidiaries and "GROUP COMPANY"
         and "MEMBER OF THE GROUP" shall be construed accordingly;

         "HONG KONG" means the Hong Kong Special Administrative Region of the
         PRC;



                                       2
<PAGE>
         "PRC" means the People's Republic of China;

         "SALE SHARES" means 10,000 shares of US$1.00 each in the capital of the
         BVI Company representing the entire issued share capital of the BVI
         Company, of which 4,115 shares are held by Mr. Dong, 1,670 shares are
         held by Mr. Huo, 335 shares are held by Mr. He, 1,665 shares are held
         by Mr. Liu , 815 shares are held by Mr. Tan, 300 shares are held by Mr.
         Wu, 170 shares are held by Mr. So, 226 shares are held by Mr. Ngan, 254
         shares are held by CGRL, 200 shares are held by Mr. Chow, 100 shares
         are held by MRL and 150 shares are held by FNS 2;

         "SECURITIES AND EXCHANGE COMMISSION" means the United States Securities
         and Exchange Commision;

         "SUBSIDIARIES" means the companies whose name and registered office
         addresses are set out in Schedule 1;

         "US$" means the United States dollars; and

         "WARRANTIES" means the warranties representations and undertakings set
         out in Schedule 3 and referred to in Clause 4.1.

1.2      Any reference to a Clause, sub-clause or Schedule (other than to a
         Schedule to a statutory provision) is a reference to a Clause or a
         sub-clause or Schedule to this Agreement and the Schedules form part of
         and are deemed to be incorporated into this Agreement.

1.3      Words denoting the singular number or the masculine shall include the
         plural or the feminine or neuter and vice versa.

1.4      Any reference to "SUBSIDIARIES" has the meaning ascribed to it in the
         Companies Ordinance (Cap 32) of the Laws of Hong Kong. Any reference to
         an ordinance, statute, legislation or enactment shall be construed as a
         reference to such ordinance, statute, legislation or enactment as may
         be amended or re-enacted from time to time and for the time being in
         force.

1.5      The headings to the Clauses of this Agreement are for ease of reference
         only and shall be ignored in interpreting this Agreement.

2.       SALE AND PURCHASE OF THE SALE SHARES

2.1      Mr. Dong shall, as beneficial owner sell to the Purchaser and the
         Purchaser, relying on the representations, warranties, undertakings and
         indemnities made or given by the Vendors and the Warrantors and subject
         to the terms and conditions contained in this Agreement, shall purchase
         from Mr. Dong 4,115 Sale Shares free from all claims, charges, liens,
         encumbrances, equities and third party rights and together with all
         rights attached thereto and all dividends and distributions declared,
         paid or made in respect thereof after the Completion Date.

2.2      Mr. Huo shall, as beneficial owner sell to the Purchaser and the
         Purchaser, relying on the representations, warranties, undertakings and
         indemnities made or given by the Vendors and the Warrantors and subject
         to the terms and conditions contained in this Agreement,

                                       3
<PAGE>

         shall purchase from Mr. Huo 1,670 Sale Shares free from all claims,
         charges, liens, encumbrances, equities and third party rights and
         together with all rights attached thereto and all dividends and
         distributions declared, paid or made in respect thereof after the
         Completion Date.

2.3      Mr. He shall, as beneficial owner sell to the Purchaser and the
         Purchaser, relying on the representations, warranties, undertakings and
         indemnities made or given by the Vendors and the Warrantors and subject
         to the terms and conditions contained in this Agreement, shall purchase
         from Mr. He 335 Sale Shares free from all claims, charges, liens,
         encumbrances, equities and third party rights and together with all
         rights attached thereto and all dividends and distributions declared,
         paid or made in respect thereof after the Completion Date.

2.4      Mr. Liu shall, as beneficial owner sell to the Purchaser and the
         Purchaser, relying on the representations, warranties, undertakings and
         indemnities made or given by the Vendors and the Warrantors and subject
         to the terms and conditions contained in this Agreement, shall purchase
         from Mr. Liu 1,665 Sale Shares free from all claims, charges, liens,
         encumbrances, equities and third party rights and together with all
         rights attached thereto and all dividends and distributions declared,
         paid or made in respect thereof after the Completion Date.

2.5      Mr. Tan shall, as beneficial owner sell to the Purchaser and the
         Purchaser, relying on the representations, warranties, undertakings and
         indemnities made or given by the Vendors and the Warrantors and subject
         to the terms and conditions contained in this Agreement, shall purchase
         from Mr. Tan 815 Sale Shares free from all claims, charges, liens,
         encumbrances, equities and third party rights and together with all
         rights attached thereto and all dividends and distributions declared,
         paid or made in respect thereof after the Completion Date.

2.6      Mr. Wu shall, as beneficial owner sell to the Purchaser and the
         Purchaser, relying on the representations, warranties, undertakings and
         indemnities made or given by the Vendors and the Warrantors and subject
         to the terms and conditions contained in this Agreement, shall purchase
         from Mr. Wu 300 Sale Shares free from all claims, charges, liens,
         encumbrances, equities and third party rights and together with all
         rights attached thereto and all dividends and distributions declared,
         paid or made in respect thereof after the Completion Date.

2.7      Mr. So shall, as beneficial owner sell to the Purchaser and the
         Purchaser, relying on the representations, warranties, undertakings and
         indemnities made or given by the Vendors and the Warrantors and subject
         to the terms and conditions contained in this Agreement, shall purchase
         from Mr. So 170 Sale Shares free from all claims, charges, liens,
         encumbrances, equities and third party rights and together with all
         rights attached thereto and all dividends and distributions declared,
         paid or made in respect thereof after the Completion Date.

2.8      Mr. Ngan shall, as beneficial owner sell to the Purchaser and the
         Purchaser, relying on the representations, warranties, undertakings and
         indemnities made or given by the Vendors and the Warrantors and subject
         to the terms and conditions contained in this Agreement, shall purchase
         from Mr. Ngan 226 Sale Shares free from all claims, charges, liens,
         encumbrances, equities and third party rights and together with all
         rights attached thereto




                                       4
<PAGE>

         and all dividends and distributions declared, paid or made in respect
         thereof after the Completion Date.

2.9      CGRL shall, as beneficial owner sell to the Purchaser and the
         Purchaser, relying on the representations, warranties, undertakings and
         indemnities made or given by the Vendors and the Warrantors and subject
         to the terms and conditions contained in this Agreement, shall purchase
         from CGRL 254 Sale Shares free from all claims, charges, liens,
         encumbrances, equities and third party rights and together with all
         rights attached thereto and all dividends and distributions declared,
         paid or made in respect thereof after the Completion Date.

2.10     Mr. Chow shall, as beneficial owner sell to the Purchaser and the
         Purchaser, relying on the representations, warranties, undertakings and
         indemnities made or given by the Vendors and the Warrantors and subject
         to the terms and conditions contained in this Agreement, shall purchase
         from Mr. Chow 200 Sale Shares free from all claims, charges, liens,
         encumbrances, equities and third party rights and together with all
         rights attached thereto and all dividends and distributions declared,
         paid or made in respect thereof after the Completion Date.

2.11     MRL shall, as beneficial owner sell to the Purchaser and the Purchaser,
         relying on the representations, warranties, undertakings and
         indemnities made or given by the Vendors and the Warrantors and subject
         to the terms and conditions contained in this Agreement, shall purchase
         from MRL 100 Sale Shares free from all claims, charges, liens,
         encumbrances, equities and third party rights and together with all
         rights attached thereto and all dividends and distributions declared,
         paid or made in respect thereof after the Completion Date.

2.12     FNS 2 shall, as beneficial owner sell to the Purchaser and the
         Purchaser, relying on the representations, warranties, undertakings and
         indemnities made or given by the Vendors and the Warrantors and subject
         to the terms and conditions contained in this Agreement, shall purchase
         from FNS 2 150 Sale Shares free from all claims, charges, liens,
         encumbrances, equities and third party rights and together with all
         rights attached thereto and all dividends and distributions declared,
         paid or made in respect thereof after the Completion Date.

3.       CONSIDERATION

3.1      The total consideration for the sale by the Vendors of the Sale Shares
         shall be (i) the allotment and issue by the Purchaser on the terms of
         Clause 3.2 to each of the Vendors (or their respective nominees) of
         such number of Consideration Shares as are set out by the name of the
         respective Vendor in Column 2 of Part B of Schedule 2; and (ii) the
         Company applying its reserves to pay up in full the one existing share
         of US$1.00 each in the capital of the Purchaser which as at the date
         hereof has been issued to Mr. Dong nil paid.

3.2      The Consideration Shares shall be allotted and issued as fully paid and
         shall rank pari passu in all respects with the existing ordinary shares
         issued in the capital of the Purchaser.

4.       REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE VENDORS AND THE
         WARRANTORS




                                       5
<PAGE>


4.1      Each of the Vendors and the Warrantors hereby severally represents,
         warrants and undertakes to the Purchaser (for itself and as trustee for
         each Group Company) that each of the matters set out in Schedule 3
         (each of the Warranties being hereinafter referred to as a "WARRANTY"
         and together as the "WARRANTIES") (insofar as it relates to the
         respective Vendor or the Warrantor or a company controlled by the
         Warrantor) is true and correct in all respects as at the date of this
         Agreement and at Completion and acknowledges that the Purchaser is
         entering into this Agreement in reliance upon the Warranties and that
         the Purchaser shall be entitled to treat the Warranties as conditions
         of this Agreement.

4.2      Each of the Warranties set out in each sub-paragraph of Schedule 3
         hereto shall be separate and independent and save as expressly provided
         shall not be limited by reference to any other sub-paragraph or
         anything in this Agreement or the Schedules hereto.

4.3      The Purchaser's rights in respect of each of the Warranties shall
         survive Completion and continue in full force and effect
         notwithstanding Completion.

4.4      Each of the Vendors and the Warrantors undertakes (insofar as the
         Warranty relates to the respective Vendor or the Warrantor or a company
         controlled by the Warrantor) to indemnify the Purchaser against all
         costs (including legal costs on an indemnity basis), expenses or other
         liabilities which the Purchaser may properly incur either before or
         after the commencement of any action in connection with:-

         4.4.1    the settlement of any claim that any of the Warranties is
                  untrue or misleading or has been breached;

         4.4.2    any legal proceedings in which the Purchaser claims that any
                  of the Warranties is untrue or misleading or has been breached
                  and in which judgment is given for the Purchaser; or

         4.4.3    the enforcement of any such settlement or judgment.

5.       COMPLETION

5.1      Completion shall take place at the offices of Fong & Ng at Suite 1101,
         11th Floor, Nine Queen's Road Central, Hong Kong or such other place as
         the parties may agree forthwith upon the execution of this Agreement,
         when all the following business will be simultaneously transacted:-

         5.1.1    each of the Vendors shall deliver to the Purchaser or as it
                  may direct the following:-

                  (a)      instruments of transfer in favour of the Purchaser in
                           respect of the Sale Shares duly executed by the
                           registered holders thereof;

                  (b)      original share certificates in respect of the Sale
                           Shares (if any);

                  (c)      such other documents as may be required to give a
                           good and effective transfer of title of the Sale
                           Shares to the Purchaser and/or its nominee(s) and to
                           enable it/them to become the registered holders
                           thereof; and




                                       6
<PAGE>


                  (d)      the statutory books (which shall be written up to and
                           including the Completion Date), the certificate of
                           incorporation, business registration certificate and
                           common seal of each of the BVI Company and the
                           Subsidiaries and such other statutory records of the
                           BVI Company and the Subsidiaries as are in his
                           possession or control.

         5.1.2    each of the Vendors and the Warrantors shall cause a meeting
                  of the board of directors of the BVI Company to be held at
                  which resolutions shall be passed to approve the transfer of
                  the Sale Shares referred to; and

         5.1.3    the Purchaser shall:-

                  (a)      procure the passing of the shareholder's resolution
                           in the form set out in Schedule 4 and the board
                           resolutions in Schedule 5 to authorise the allotment
                           and issue of the Consideration Shares to the Vendors
                           (or as the Vendors may otherwise direct) and the
                           payment of the capital of the nil-paid shares on the
                           terms of Clause 3.1;

                  (b)      deliver to the Vendors original share certificates
                           for the Consideration Shares issued by the Purchaser
                           (if requested by the Vendors); and

                  (c)      arrange to present the instruments of transfer
                           together with the share certificates received from
                           the Vendors in respect of the Sale Shares to the BVI
                           Company for registration of such transfer.

5.2      The transactions described in Clause 5.1 shall take place at the same
         time, so that in default of the performance of any such transactions by
         either party, the other party shall not be obliged to complete this
         Agreement or perform any obligations hereunder (without prejudice to
         any further legal remedies).

6.       POST COMPLETION EFFECT

         This Agreement shall remain in full force and effect after and
         notwithstanding Completion in respect of all obligations, agreements,
         covenants, undertakings, conditions, representations, warranties or
         indemnities which have not been done, observed or performed at or prior
         to Completion and that the parties may take action for any breach or
         non-fulfilment of any of such obligations, agreement, covenants,
         undertakings, conditions, representations, warranties or indemnities
         either before or after Completion (whether or not such breach or
         non-fulfilment may have been known to or discoverable by the Purchaser
         prior to Completion) it being agreed that Completion shall not be
         deemed to constitute a waiver of or operate as an estoppel against any
         right to take any such action.

7.       FURTHER ASSURANCE AND ASSISTANCE

         The Vendors shall, and the Warrantors shall procure that the Vendors
         shall, do, execute and perform and shall procure to be done, executed
         and performed all such further acts, deeds, documents and things as the
         Purchaser may require from time to time effectively to vest the
         beneficial ownership of the Sale Shares in the Purchaser or as it
         directs free from all liens, charges, options, encumbrances or adverse
         rights or interest of any kind and otherwise to give to the Purchaser
         the full benefit of this Agreement.



                                       7
<PAGE>
8.       DOCUMENTS CONSTITUTING AGREEMENT

         This Agreement and all agreements entered or to be entered into
         pursuant to the terms of this Agreement together constitute the entire
         agreement and understanding between the parties in connection with the
         subject-matter of this Agreement and supersedes all previous proposals,
         representations, warranties, agreements or undertakings relating
         thereto whether oral, written or otherwise and neither party has relied
         on any such proposals, representations, warranties, agreements or
         undertakings.

9.       CONFIDENTIALITY

         Other than such disclosure as may be required by the Securities and
         Exchange Commission or applicable securities law or regulations of the
         United States of America, none of the parties hereto shall make any
         announcement or release or disclose any information concerning this
         Agreement or the transactions herein referred to or disclose the
         identity of any of the other parties (save disclosure to their
         respective professional advisers who are under a duty of
         confidentiality) without the prior written consent of the other
         parties.

10.      NOTICES AND OTHER COMMUNICATIONS

         Any notice or other communications to be given under this Agreement
         shall be in writing and may be delivered by hand or given by facsimile,
         telex, telegram or cable to the respective addresses of the parties set
         out in this Agreement. Any such notice or communication shall be sent
         to the party to whom it is addressed and must contain sufficient
         reference and/or particulars to render it readily identifiable with the
         subject matter of this Agreement. If so delivered by hand or given by
         facsimile, telex, telegram or cable such notice or communication shall
         be deemed received on the date of despatch and if so sent by post (or,
         if sent to an address outside of Hong Kong, so sent by first class
         air-mail) shall be deemed received 2 business days after the date of
         despatch.

11.      COSTS AND EXPENSES

         The parties hereto bear their respective legal and professional fees,
         costs and expenses incurred in the negotiation, preparation and
         execution of this Agreement and all documents contemplated hereby.

12.      COUNTERPARTS

         This Agreement may be executed in counterparts and all counterparts
         together shall constitute one document.

13.      GOVERNING LAW AND JURISDICTION

         This Agreement shall be governed by and construed and take effect in
         all respects in accordance with the laws of Hong Kong and the parties
         hereto agree to submit to the non-exclusive jurisdiction of the courts
         of Hong Kong.





                                       8
<PAGE>











                                   SCHEDULE 1


                                  SUBSIDIARIES

<TABLE>
<CAPTION>
                  Name                                                     Address
                  ----                                                     -------

<S>                                                 <C>
Great Earnest Technology Limited                    P.O. Box 957, Offshore Incorporations Centre,
                                                    Road Town, Tortola, British Virgin Islands.

Leo Technology Limited                              P.O. Box 957, Offshore Incorporations Centre,
                                                    Road Town, Tortola, British Virgin Islands.

Finest Technology Limited                           P.O. Box 957, Offshore Incorporations Centre,
                                                    Road Town, Tortola, British Virgin Islands.

Beijing Centel Technology R&D Co., Ltd.             No. 1 Jiu Xian Qiao East Road, Chao Yang District,
                                                    Beijing 100016, the PRC.

STEP Technologies (Beijing) Co., Ltd.               Rm. 4, West Building M-8, No.1 Jiu Xian Qiao East
                                                    Road, Chao Yang District, Beijing 100016, the PRC.

Leadtech Communication Technology                   6F/8#, Riverfront, Harbor, No.3000 Longdong Avenue,
(Shanghai) Limited                                  Pudong, Shanghai, the PRC.

First Achieve Technology Limited                    Room 1909, 19/F., Hutchison House, 10 Harcourt Road,
                                                    Central, Hong Kong.

Beijing Techfaith Technology R&D Co., Ltd.          No. 1 Jiu Xian Qiao East Road, Chao Yang District,
                                                    Beijing 100016, the PRC.
</TABLE>












                                       9
<PAGE>
                                   SCHEDULE 2
                                     PART A

                         PARTICULARS OF THE BVI COMPANY

Name                            :  Techfaith Wireless Communication Technology
                                   Limited (formerly known as "Techfaith
                                   Holdings Limited")

Company number                  :  551631

Place of incorporation          :  British Virgin Islands

Date of incorporation           :  8th July 2003

Registered office               :  P.O. Box 957, Offshore Incorporations Centre,
                                   Road Town, Tortola, British Virgin Islands

Authorised share capital        :  US$50,000 divided into 50,000 shares of
                                   US$1.00 each

Issued share capital            :  US$10,000 divided into 10,000 shares of
                                   US$1.00

<TABLE>
<CAPTION>
Registered and beneficial       :     No. of
Owners of the Sale Shares          Sale Shares       Registered Owner    Beneficial Owner
                                   -----------       ----------------    ----------------
<S>                                <C>               <C>                 <C>

                                   4,115             Mr. Dong            Mr. Dong
                                   1,670             Mr. Huo             Mr. Huo
                                   335               Mr. He              Mr. He
                                   1,665             Mr. Liu             Mr. Liu
                                   815               Mr. Tan             Mr. Tan
                                   300               Mr. Wu              Mr. Wu
                                   170               Mr. So              Mr. So
                                   226               Mr. Ngan            Mr. Ngan
                                   254               CGRL                CGRL
                                   200               Mr. Chow            Mr. Chow
                                   100               MRL                 MRL
                                   150               FNS 2               FNS 2
</TABLE>

Directors                       :  Mr. Dong, Mr. Huo, Mr. He and Mr. Liu Jun

Principal activity              :  Investment holding



                                       10
<PAGE>
                                     PART B





<TABLE>
<CAPTION>
Name
                                No. of Consideration Shares to be issued and
                                          alloted by the Purchaser

<C>                             <C>
1. Mr. Dong                                           4,114
2. Mr. Huo                                            1,670
3. Mr. He                                              335
4. Mr. Liu                                            1,665
5. Mr. Tan                                             815
6. Mr. Wu                                              300
7. Mr. So                                              170
8. Mr. Ngan                                            226
9. CGRL                                                254
10. Mr. Chow                                           200
11. MRL                                                100
12. FNS 2                                              150
</TABLE>




                                       11
<PAGE>
                                   SCHEDULE 3

                                 THE WARRANTIES


1.       Each of the Vendors and the Warrantors is solvent, has full power and
         authority, and has obtained all necessary consents and approvals, to
         enter into this Agreement and to exercise its rights and perform its
         obligations hereunder and all corporate and other actions required to
         authorise its execution of this Agreement and its performance of its
         obligations hereunder have been duly taken.

2.       This Agreement is a legal, valid and binding agreement on the each of
         the Vendors and the Warrantors, enforceable in accordance with its
         terms.

3.       The execution, delivery and performance of this Agreement by the
         Vendors and the Warrantors does not and shall not violate in any
         respect any provision of:

         (a)      any law or regulation or any order or decree of any
                  governmental authority, agency or court of Hong Kong;

         (b)      the laws and documents incorporating and constituting each of
                  the Vendors or the Warrantors; or

         (c)      any agreement or other undertaking to which any of the Vendors
                  or the Warrantors is a party or which is binding upon it or
                  any of its assets, and does not and shall not result in the
                  creation or imposition of any encumbrance on any of its assets
                  pursuant to the provisions of any such agreement or other
                  undertaking.

4.       Each Vendor is the beneficial owner of the respective Sale Shares and
         there is no option, right to acquire, mortgage, charge, pledge, lien or
         other form of security or encumbrance on, over or affecting any of such
         Sale Shares and there is no agreement or commitment to give or create
         any of the foregoing. The BVI Company has not exercised any lien
         against any of such Sale Shares.

5.       There are no statutory or contractual restrictions on the Vendor's
         ability to transfer its Sale Shares pursuant ot this Agreement.

6.       The Sale Shares were allotted and issued fully paid, or credited as
         fully paid, in accordance with and subject to the constitutional
         documents of the BVI Company and in compliance with all relevant laws
         of the place of incorporation of the Company and rank pari passu in all
         respects inter se and with all other shares in the issued share capital
         of the Company.





                                       12
<PAGE>




                                   SCHEDULE 4

                        FORM OF SHAREHOLDER'S RESOLUTIONS

                     CHINA TECHFAITH WIRELESS COMMUNICATION
                               TECHNOLOGY LIMITED

                     Written Resolutions of the Shareholders
                          Pursuant to Article 43 of the
                     Articles of Association of the Company

We, being all of the shareholders of the Company entitled to receive notices of
and attend and vote at general meetings of the Company, DO HEREBY ADOPT the
following resolutions with immediate effect :-

RESOLVED THAT :-

1.       SALE AND PURCHASE AGREEMENT

         The sale and purchase agreement (the "SALE AND PURCHASE AGREEMENT") to
         be entered into between Mr. Dong Defu, Mr. Huo Baozhuang, Mr. He
         Changke, Mr, Liu Cangsong, Mr. Tan Wensheng, Mr. Wu Kebo, Mr. So Chong
         Keung, Mr. Ngan Iek, Capital Group Resources Limited, Mr. Chow Siu
         Hong, Modern Ray Limited, Financiere Natexis Singapore 2 Pte Ltd. as
         vendors (the "VENDORS"), Ms. Jacqui Tan and Mr. Shen Demin as
         warrantors and the Company as purchaser, relating to the purchase by
         the Company of the entire issued share capital in Techfaith Wireless
         Communication Technology Limited (the "SALE SHARES"), be and is hereby
         approved.

2.       CONSIDERATION

         In consideration of the sale by the Vendors of the Sale Shares, the
         Directors are hereby authorised to (i) allot and issue as fully paid an
         aggregate of 9,999 shares of US$1 each in the capital of the Company
         (the "CONSIDERATION SHARES") to the Vendors in the proportions as set
         out in Part B of Schedule 2 of the Sale and Purchase Agreement and (ii)
         to apply the reserves arising from the acquisition of the Sale Shares
         and allotment of the Consideration Shares in paying up in full the one
         existing share of US$1.00 each in the capital of the Company which as
         at the date of the Sale and Purchase Agreement has been issued nil paid
         to Mr. Dong Defu.



DATE:                           2004

[SHAREHOLDER'S SIGNATURE]



                                       13
<PAGE>
                                   SCHEDULE 5

                            FORM OF BOARD RESOLUTIONS

                     CHINA TECHFAITH WIRELESS COMMUNICATION
                               TECHNOLOGY LIMITED

    Minutes of a Meeting of the Board of Directors of the Company held at [ ]
    on [  ]                  2004 at           a.m/p.m.
    --------------------------------------------------------------------



PRESENT           :     [   ]   -   Chairman of the Meeting and Director

                        [   ]   -   Director

                        [   ]   -   Director

                        [   ]   -   Director



1        CHAIRMAN OF THE MEETING

         [Mr. Dong] acted as Chairman of the Meeting. The Chairman declared that
         the Meeting was quorate, validly convened and duly constituted.

2        DECLARATION OF INTERESTS

         Each director declared his interests (if any) in the transactions which
         were considered at the Meeting.

         It was noted that each of the Directors who had a personal interest,
         direct or indirect, in any of the transactions to be discussed at the
         Meeting, which he was required by the Articles of Association of the
         Company (the "ARTICLES OF ASSOCIATION") or by relevant legislation or
         otherwise to disclose, had disclosed his or her interest and that, such
         disclosure having been made, he was entitled by the terms of the
         Articles of Association to constitute part of the quorum of the Meeting
         and that his vote could be counted.

3        SALE AND PURCHASE AGREEMENT

3.1      The Chairman reported that it was proposed that the Company should
         acquire the entire issued share capital (the "SALE SHARES") in
         Techfaith Wireless Communication Technology Limited subject to the
         terms and conditions of the Sale and Purchase Agreement (as defined
         below).

3.2      There were tabled before the Meeting:

         (a)      a draft sale and purchase agreement (the "SALE AND PURCHASE
                  AGREEMENT") to be made between Mr. Dong Defu, Mr. Huo
                  Baozhuang, Mr. He Changke, Mr, Liu Cangsong, Mr. Tan Wensheng,
                  Mr. Wu Kebo, Mr. So Chong Keung, Mr. Ngan Iek, Capital Group
                  Resources Limited, Mr. Chow Siu Hong, Modern Ray Limited,
                  Financiere Natexis Singapore 2 Pte. Ltd. as vendors, Jacqui
                  Tan and Shen Demin as warrantors and the Company as purchaser;


                                       14
<PAGE>
         (b)      a share transfer form ("TRANSFER 1") in respect of 4,115
                  shares of Techfaith Wireless Communication Technology Limited
                  to be executed by Mr. Dong Defu as the transferor and the
                  Company as the transferee;

         (c)      a share transfer form ("TRANSFER 2") in respect of 1,670
                  shares of Techfaith Wireless Communication Technology Limited
                  to be executed by Mr. Huo Baozhuang as the transferor and the
                  Company as the transferee;

         (d)      a share transfer form ("TRANSFER 3") in respect of 335 shares
                  of Techfaith Wireless Communication Technology Limited to be
                  executed by Mr. He Changke as the transferor and the Company
                  as the transferee;

         (e)      a share transfer form ("TRANSFER 4") in respect of 1,665
                  shares of Techfaith Wireless Communication Technology Limited
                  to be executed by Mr. Liu Cangsong as the transferor and the
                  Company as the transferee;

         (f)      a share transfer form ("TRANSFER 5") in respect of 815 shares
                  of Techfaith Wireless Communication Technology Limited to be
                  executed by Mr. Tan Wensheng as the transferor and the Company
                  as the transferee;

         (g)      a share transfer form ("TRANSFER 6") in respect of 300 shares
                  of Techfaith Wireless Communication Technology Limited to be
                  executed by Mr. Wu Kebo as the transferor and the Company as
                  the transferee;

         (h)      a share transfer form ("TRANSFER 7") in respect of 170 shares
                  of Techfaith Wireless Communication Technology Limited to be
                  executed by Mr. So Chong Keung as the transferor and the
                  Company as the transferee;;

         (i)      a share transfer form ("TRANSFER 8") in respect of 226 shares
                  of Techfaith Wireless Communication Technology Limited to be
                  executed by Mr. Ngan Iek as the transferor and the Company as
                  the transferee;

         (j)      a share transfer form ("TRANSFER 9") in respect of 254 shares
                  of Techfaith Wireless Communication Technology Limited to be
                  executed by Capital Group Resources Limited as the transferor
                  and the Company as the transferee

         (k)      a share transfer form ("TRANSFER 10") in respect of 200 shares
                  of Techfaith Wireless Communication Technology Limited to be
                  executed by Mr. Chow Siu Hong as the transferor and the
                  Company as the transferee;

         (l)      a share transfer form ("TRANSFER 11") in respect of 100 shares
                  of Techfaith Wireless Communication Technology Limited to be
                  executed by Modern Ray Limited as the transferor and the
                  Company as the transferee;

         (m)      a share transfer form ("TRANSFER 12") in respect of 150 shares
                  of Techfaith Wireless Communication Technology Limited to be
                  executed by Financiere Natexis Singapore 2 Pte Ltd. as the
                  transferor and the Company as the transferee;

         (n)      written resolutions (the "WRITTEN RESOLUTIONS") of the
                  shareholders of the Company passed earlier today approving,
                  among other matters, the Sale and Purchase Agreement.

4        RESOLUTIONS



                                       15
<PAGE>
4.1      IT WAS RESOLVED THAT :-

         (a)      the acquisition of the Sale Shares would be in the best
                  interests and commercial benefit of the Company and such
                  acquisition be and the same is hereby approved;

         (b)      the form and substance of the Sale and Purchase Agreement be
                  and is hereby approved;

         (c)      any one Director be and is hereby authorised to sign for and
                  on behalf of the Company the Sale and Purchase Agreement and
                  Transfers 1, 2, 3 ,4, 5, 6, 7, 8, 9, 10, 11 and 12;

         (d)      any one Director be and is hereby authorised to sign any
                  further documents incidental or ancillary to or in connection
                  with each of the documents referred to in paragraph 3 above,
                  and any one Director of the Company be and is hereby
                  authorised to sign under the Common Seal of the Company which
                  may be affixed to such further documents as he considers
                  necessary, desirable or incidental to transactions
                  contemplated by the Sale and Purchase Agreement;

         (e)      any Director be and is hereby authorised to allot and issue as
                  fully paid an aggregate of 9,999 shares of US$1.00 each in the
                  capital of the Company (the "CONSIDERATION SHARES") to the
                  Vendors in such proportions as set out in Part B of Schedule 2
                  of the Sale and Purchase Agreement;

         (f)      any Director be and is hereby authorised to apply the share
                  premium arising from the acquisition of the Sale Shares and
                  allotment of the Consideration Shares in paying up in full the
                  one existing share of US$1.00 each in the capital of the
                  Company which as at the date of the Sale and Purchase
                  Agreement has been issued nil paid to Mr. Dong Defu; and

         (g)      any one Director be and is hereby authorised to approve any
                  amendments to each of the documents referred to in this
                  paragraph 4.1, such approval being conclusively evidenced by
                  his signature on the relevant documents.

5        OTHER BUSINESS

         There being no further business, the Chairman declared the Meeting
closed.





                                     -----------------------
                                     Chairman of the Meeting






                                       16
<PAGE>
  IN WITNESS whereof the parties hereto have executed this Agreement the day and
year first above written.



  SIGNED by                          )
                                     )
  DONG DEFU                          )        /S/
                                      -------------------------
                                     )
  in the presence of:-               )

         /s/
  -----------------------------
  [CHINESE CHARACTERS]




  SIGNED by                          )
                                     )
  HUO BAOZHUANG                      )        /S/
                                      -------------------------
                                     )
  in the presence of:-               )


         /s/
  -----------------------------
  [CHINESE CHARACTERS]




  SIGNED by                          )
                                     )
  HE CHANGKE                         )        /S/
                                      -------------------------
                                     )
  in the presence of:-               )


         /s/
  -----------------------------
  [CHINESE CHARACTERS]



  SIGNED by                          )
                                     )
  LIU CANGSONG                       )        /S/
                                      -------------------------
                                     )
  in the presence of:-               )


         /s/
  -----------------------------
  [CHINESE CHARACTERS]


<PAGE>






  SIGNED by                          )
                                     )
  TAN WENSHENG                       )        /S/
                                      -------------------------
                                     )
  in the presence of:-               )


         /s/
  -----------------------------
  [CHINESE CHARACTERS]





  SIGNED by                          )
                                     )
  WU KEBO                            )        /S/
                                      -------------------------
                                     )
  in the presence of:-               )


         /s/
  -----------------------------
  [CHINESE CHARACTERS]



  SIGNED by                          )
                                     )
  SO CHONG KEUNG                     )        /S/
                                      -------------------------
                                     )
  in the presence of:-               )


   Kelvin Wu
  -------------------------------
   40/F., Far East Finance Centre
  -------------------------------
   16 Harcourt Road, Hong Kong
  -------------------------------



  SIGNED by                          )
                                     )
  NGAN IEK                           )        /S/
                                      -------------------------
                                     )
  in the presence of:-               )


  Mark Wang
  -------------------------------
  40/F., Far East Finance Centre
  -------------------------------
  16 Harcourt Road, Hong Kong
  -------------------------------




<PAGE>

  SIGNED  by   JACQUI TAN            )
                                     )
  for and on behalf of CAPITAL GROUP )
                                     )
  RESOURCES LIMITED                  )        /S/
                                     --------------------------
                                     )
  in the presence of:-               )

  Kelvin Wu (Witness)
  -------------------------------
  40/F., Far East Finance Centre
  -------------------------------
  16 Harcourt Road, Hong Kong
  -------------------------------



  SIGNED by                          )
                                     )
  CHOW SIU HONG                      )        /S/
                                      -------------------------
                                     )
  in the presence of:-               )


         /s/
  --------------------------------
  [CHINESE CHARACTERS]



  SIGNED  by   SHEN DEMIN            )
                                     )
  for and on behalf of MODERN RAY    )
                                     )
  LIMITED                            )        /S/
                                      -------------------------
                                     )
  in the presence of:-               )


         /s/
  --------------------------------
  [CHINESE CHARACTERS]




  SIGNED  by   GAEL DE BARMON        )
                                     )
  for and on behalf of FINANCIERE    )        /S/
                                      -------------------------
                                     )
  NATEXIS SINGAPORE 2 PTE LTD.       )
                                     )
  in the presence of:-               )


  Bernard Jacquin
  --------------------------------
<PAGE>





  SIGNED by                            )
                                       )
  JACQUI TAN                           )        /S/
                                        -------------------------
                                       )
  in the presence of:-                 )


   Kelvin Wu (Witness)
   ------------------------------
   40/F., Far East Finance Centre
   ------------------------------
   16 Harcourt Road, Hong Kong
   ------------------------------




  SIGNED by                            )
                                       )
  SHEN DEMIN                           )        /S/
                                        -------------------------
                                       )
  in the presence of:-                 )



         /s/
  ---------------------------------
  [CHINESE CHARACTERS]

  [3rd Floor, M8 West
  Jiu Xian Qiao Dong Lu
  Chaoyang District
  Beijing]


  SIGNED  by   DONG DEFU               )
                                       )
  for and on behalf of CHINA TECHFAITH )
                                       )
  WIRELESS COMMUNICATION               )        /S/
                                        -----------------------
                                       )
  TECHNOLOGY LIMITED                   )
                                       )
  in the presence of:-                 )



         /s/
  ---------------------------------
  [CHINESE CHARACTERS]

  [3rd Floor, M8 West
  Jiu Xian Qiao Dong Lu
  Chaoyang District
  Beijing]