<PAGE>


                                                                     EXHIBIT 4.5
                                                                  Execution Copy

                             DATE 9TH NOVEMBER 2004
                          ----------------------------

                CHINA TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY
                                    LIMITED
               TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED
                        GREAT EARNEST TECHNOLOGY LIMITED
                   BEIJING TECHFAITH TECHNOLOGY R&D CO., LTD.
                             LEO TECHNOLOGY LIMITED
                     BEIJING CENTEL TECHNOLOGY R&D CO., LTD.
                      STEP TECHNOLOGIES (BEIJING) CO., LTD.
                            FINEST TECHNOLOGY LIMITED
              LEADTECH COMMUNICATION TECHNOLOGY (SHANGHAI) LIMITED
                  THE EXISTING SHAREHOLDERS (AS DEFINED HEREIN)
                                  HTF 7 LIMITED
                SEABRIGHT CHINA SPECIAL OPPORTUNITIES (I) LIMITED
                            INTEL CAPITAL CORPORATION
                                       AND
                              QUALCOMM INCORPORATED

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

                    AGREEMENT FOR THE TRANSFER AND ASSUMPTION
                        OF VARIOUS OBLIGATIONS UNDER THE
                           NOTE SUBSCRIPTION AGREEMENT


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




                                    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 2994

                                 (212772/ST/JC)

<PAGE>





THIS AGREEMENT is made the 9th day of November 2004

AMONG

(1)      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 ("TECHFAITH CAYMAN");

(2)      TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED, a company
         incorporated in the British Virgin Islands whose registered office is
         situated at P.O. Box 957, Offshore Incorporations Centre, Road Town,
         Tortola, British Virgin Islands ("TECHFAITH BVI");

(3)      GREAT EARNEST TECHNOLOGY LIMITED, a company incorporated under the laws
         of the British Virgin Islands whose registered office is situated at
         P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola,
         British Virgin Islands;

(4)      BEIJING TECHFAITH TECHNOLOGY R&D CO., LTD., a limited liability company
         established under the laws of the People's Republic of China, the legal
         address of which is at No. 1 Jiu Xian Qiao East Road, Chao Yang
         District, Beijing 100016, the People's Republic of China;

(5)      LEO TECHNOLOGY LIMITED, a company incorporated under the laws of the
         British Virgin Islands whose registered office is situated at P.O. Box
         957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin
         Islands;

(6)      CENTEL TECHNOLOGY R&D CO., LTD., a limited liability company
         established under the laws of the People's Republic of China, the legal
         address of which is at No. 1 Jiu Xian Qiao East Road, Chao Yang
         District, Beijing 100016, the People's Republic of China;

(7)      STEP TECHNOLOGIES (BEIJING) CO., LTD., a limited liability company
         established under the laws of the People's Republic of China, the legal
         address of which is at Rm. 4, West Building M-8, No.1 Jiu Xian Qiao
         East Road, Chao Yang

<PAGE>




         District, Beijing 100016, the People's Republic of China;

(8)      FINEST TECHNOLOGY LIMITED, a company incorporated under the laws of the
         British Virgin Islands whose registered office is situated at P.O. Box
         957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin
         Islands;

(9)      LEADTECH COMMUNICATION TECHNOLOGY (SHANGHAI) LIMITED, a limited
         liability company established under the laws of the People's Republic
         of China, the legal address of which is at 6F/8#, Riverfront, Harbor,
         No.3000 Longdong Avenue, Pudong, Shanghai, China;

(10)     DONG DEFU of 309-03-04, Da Xi Yang Xin Cheng, Wang Jing, Chaoyang
         District, Beijing, the People's Republic of China ("MR. DONG");

(11)     HUO BAOZHUANG of Room 13-602, Building 39, No. 29 Jianguo Road,
         Chaoyang District, Beijing, the People's Republic of China ("MR. HUO");

(12)     HE CHANGKE of No.1161, Xiao Nan Zhuang 38, Haidian District, Beijing,
         the People's Republic of China ("MR. HE");

(13)     LIU CANGSONG of 5/F M7 East, No. 1 Jiu Xian Qiao Dong Road, Chao Yang
         Disctrict, Beijing, the People's Republic of China ("MR. LIU");

(14)     TAN WENSHENG of 5/F M7 East, No. 1 Jiu Xian Qiao Dong Road, Chaoyang
         Disctrict, Beijing, the People's Republic of China ("MR. TAN");

(15)     WU KEBO of Room 1909, 19/F., Hutchison House, 10 Harcourt Road,
         Central, Hong Kong ("MR. WU");

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

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

(18)     CAPITAL GROUP RESOURCES LIMITED, a company incorporated in the British
         Virgin Islands whose principal place of business is situated at 39th
         Floor,

<PAGE>




         Two International Finance Centre, 8 Finance Street, Hong Kong ("CGRL");

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

(20)     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");

(21)     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 "EXISTING SHAREHOLDERS" or
individually an "EXISTING SHAREHOLDER")

(22)     HTF 7 LIMITED., a company incorporated in the Cayman Islands whose
         registered office is situated at Strathvale House, North Church Street,
         P.O. Box 1109, George Town, Grand Cayman, Cayman Islands ("HTF");

(23)     SEABRIGHT CHINA SPECIAL OPPORTUNITIES (I) LIMITED, a company
         incorporated in the British Virgin Islands whose registered office is
         situated at 125 Main Street, P.O. Box 144, Road Town, Tortola, British
         Virgin Islands ("SEABRIGHT");

(24)     INTEL CAPITAL CORPORATION, a company incorporated in the Cayman Islands
         whose principal place of business is situated at 32/F Two Pacific
         Place, 88 Queensway, Central, Hong Kong ("INTEL"); and

(25)     QUALCOMM INCORPORATED, a company incorporated in Delaware, the United
         States whose registered office is situated at 5775 Morehouse Drive, San
         Diego, California, USA 92121 ("QUALCOMM").

(HTF, SeaBright, Intel and Qualcomm together known as the "NOTEHOLDERS" or
individually a "NOTEHOLDER")




<PAGE>

PRELIMINARY

A.       Certain of the parties hereto are parties to a note subscription and
         rights agreement (the "NOTE SUBSCRIPTION AGREEMENT") dated 9 April 2004
         pursuant to which each of the Noteholders subscribed for a redeemable
         convertible note of Techfaith BVI subject to the terms and conditions
         stated in the Note Subscription Agreement. Techfaith BVI issued a
         redeemable convertible note (together the "NOTES" or individually the
         "NOTE") to each of the Noteholders upon closing of the transactions
         contemplated by the Note Subscription Agreement on 16 April 2004.

B.       As part of the reorganisation (the "REORGANISATION") in preparation for
         the listing of the shares of Techfaith Cayman on the Nasdaq National
         Market, Techfaith BVI became a wholly owned subsidiary of Techfaith
         Cayman and the Existing Shareholders who were shareholders of Techfaith
         BVI became shareholders of Techfaith Cayman with the same proportional
         interests as their proportional shareholdings in Techfaith BVI (the
         "SHARE SWAP").

C.       Pursuant to Clause 15(A) of the Note Subscription Agreement, it is a
         requirement that upon the completion of the Reorganisation (as defined
         therein), the Noteholders should hold the same percentage of ordinary
         shares (or securities convertible into such ordinary shares) in
         Techfaith Cayman as those held in Techfaith BVI with identical rights
         as those in relation to the ordinary shares of Techfaith BVI, under
         their respective articles of association and other Constitutional
         Documents (as defined therein).

D.       Pursuant to Clause 15(B) of the Note Subscription Agreement, it is a
         requirement that should a company become a 100% parent of Techfaith
         BVI, that company (in this case Techfaith Cayman) would be required to
         be added as a party to the Note Subscription Agreement and be bound by
         the terms therein in the capacity of a Group Company as defined
         therein.

E.       Pursuant to Clause 13(A) of the Note Subscription Agreement, it is a
         requirement that written approval of 100% of the Noteholders be
         obtained before certain acts required in connection with the
         Reorganisation be performed.

F.       In consideration of the mutual consents and undertakings below, the
         parties enter into this Agreement to give effect to the matters set out
         in Recitals (C) to (E) above.



<PAGE>





IT IS AGREED as follows:-

1.       This Agreement shall be conditional on the following:

         (i)      the closing of the Share Swap; and

         (ii)     the execution and issue of the Cayman Notes (as defined below)
                  as deeds pursuant to Clause 4,

         and shall be deemed effective as of the date of satisfaction of the
         last of the aforesaid conditions (the "EFFECTIVE DATE").

2.       With effect from and after the Effective Date, each of the Noteholders
         provides its written consent to:-

         (i)      the entry by Techfaith Cayman into that certain "Sale and
                  Purchase Agreement in Relation to the Entire Issued Share
                  Capital of Techfaith Wireless Communication Technology
                  Limited" with the Existing Investors and certain other
                  parties, in the form attached here to as Schedule 1;

         (ii)     the issuance of shares of Techfaith Cayman to and only to the
                  Existing Investors, only to give effect to the Share Swap;

         (iii)    the acquisition by Techfaith Cayman of all shares of Techfaith
                  BVI from the Existing Investors only to give effect to the
                  Share Swap;

         (iv)     the change in the corporate structure of the Group effected by
                  (and only by) the Share Swap; and

         (v)      the issuance by Techfaith Cayman of the Cayman Notes (as
                  defined below).

         (vi)     the changing of the accounting reference date of the Group
                  Companies (as defined in the Note Subscription Agreement),
                  apart from those established under the laws of the People's
                  Republic of China, to 31 December as approved by the
                  respective board of each Group Company;



<PAGE>




         (vii)    the changing of the accounts reporting policies of the Group
                  from HK GAAP to US GAAP as approved by the respective board of
                  each Group Company; and

         (viii)   so long, but only for so long as the Noteholders have not
                  nominated a director to the respective boards of directors of
                  Techfaith BVI and Techfaith Cayman, the quorum for all board
                  meetings shall be three directors including Mr. Dong Defu and
                  resolutions previously passed at board meetings with the
                  necessary quorum or board resolutions which are signed by all
                  the directors for the time being shall be approved, confirmed
                  and ratified.

3.       In relation to the Note Subscription Agreement and with effect from
         Effective Date:-

         3.1      Techfaith BVI hereby assigns, and Techfaith Cayman assumes,
                  all obligations of Techfaith BVI under the Note Subscription
                  Agreement (including without limitation the obligations
                  relating to participation rights, registration rights,
                  protective provisions and information rights), excluding the
                  obligations which have been fully performed by Techfaith BVI
                  prior to the Effective Date. Techfaith Cayman shall observe
                  and be bound by the provisions of, and perform all obligations
                  under, the Note Subscription Agreement as are applicable to
                  the "Company" or a "Group Company" as defined therein. The
                  Noteholders consent to the assignment and assumption in this
                  Clause 3.1;

         3.2      The Existing Shareholders hereby agree and undertake to
                  observe and be bound by the applicable provisions of, and
                  perform all applicable obligations under, the Note
                  Subscription Agreement in relation to the shares of Techfaith
                  Cayman to be held by the Existing Shareholders pursuant to the
                  Reorganisation, including but not limited to the prohibitions
                  and restrictions imposed on the Existing Shareholders against
                  dealings in their "Shares" in Techfaith Cayman;

         3.3      the Note Subscription Agreement is amended as follows:-

                  (i)      Techfaith Cayman is added as a party to the Note
                           Subscription Agreement and references to the
                           "Company" in the Note

<PAGE>




                           Subscription Agreement (except in relation to the
                           obligations and events which have already been fully
                           performed or occurred prior to the Effective Date and
                           except in Clause 16(K), Exhibit C (Disclosure
                           Schedule), Exhibit D (Schedule of Representations and
                           Warranties), Exhibit E (Proposed Group Structure) and
                           Exhibit F (List of Key Employees) thereof) shall mean
                           Techfaith Cayman, and references to the "Group
                           Companies" shall include Techfaith Cayman, Techfaith
                           BVI and their respective subsidiaries;

                  (ii)     prohibitions and restrictions imposed on the Existing
                           Shareholders against dealings in their "Shares" shall
                           apply to ordinary shares of US$1.00 each in Techfaith
                           Cayman held by such Existing Shareholders from time
                           to time;

                  (iii)    all provisions under the Note Subscription Agreement
                           which relate to the "Shares" to be held by the
                           Noteholders upon conversion of the Notes shall be
                           construed to relate refer to ordinary shares of
                           US$1.00 each in Techfaith Cayman; and

                  (iv)     subject to satisfaction of the conditions in Clause
                           5.1, the rights to demand for repayment and
                           redemption by the Noteholders shall be rights as
                           against Techfaith Cayman;

         3.4      the composition of the board of directors of Techfaith Cayman
                  shall be the same as that of the board of directors of
                  Techfaith BVI. The terms "Board" or "Board of Directors"
                  referred to in the Note Subscription Agreement shall be
                  construed as references to the board of directors of Techfaith
                  Cayman;

4.       On Effective Date, Techfaith Cayman shall execute as a deed and deliver
         to each Noteholder a replacement redeemable convertible note (the
         "CAYMAN NOTE") in the same form as set out in Schedule 2.

5.       In relation to the Note Subscription Agreement:-

         5.1      the following sub-clauses 5.2 to 5.4 shall take effect on the
                  Effective Date subject to the following documents being
                  delivered by Techfaith BVI and Techfaith Cayman to all of the
                  Noteholders within 15 days of the Effective

<PAGE>




                  Date:-

                  (i)      the executed Cayman Note (to be executed as a deed
                           and issued to each Noteholder on the Effective Date
                           pursuant to Clause 4);

                  (ii)     a certified copy of the Techfaith Cayman Memorandum
                           and Articles of Association as then in effect;

                  (iii)    a certificate of good standing issued by the Cayman
                           Islands Registrar of Companies with respect to
                           Techfaith Cayman;

                  (iv)     a certified copy of the Techfaith Cayman share
                           register, showing the Existing Shareholders holding
                           the same percentage of Techfaith Cayman as each held
                           of Techfaith BVI immediately before the Share Swap;

                  (v)      a certified copy of the Techfaith BVI share register
                           showing Techfaith Cayman as the sole shareholder; and

                  (vi)     a certificate of good standing issued by the British
                           Virgin Island Registrar of Companies with respect to
                           Techfaith BVI.

         5.2      Techfaith BVI transfers, and Techfaith Cayman assumes, all
                  obligations of Techfaith BVI under the Notes (including
                  without limitation the obligations to issue shares pursuant to
                  the Notes, to repay the Notes and to implement redemption
                  procedures). Techfaith Cayman hereby undertake to perform and
                  be bound by the Notes on the basis that Techfaith Cayman
                  replaces Techfaith BVI as the issuer of the Notes. The
                  Noteholders consent to the assignment and assumption in this
                  Clause 5.2;

         5.3      each of the Noteholders shall automatically waive its rights
                  against Techfaith BVI under its Note insofar as the
                  obligations thereunder have been performed by Techfaith
                  Cayman; and

         5.4      subject to the satisfaction of the conditions in Clause 5.1,
                  each Note shall be deemed to be automatically cancelled and
                  replaced by the Cayman Note on the Effective Date. Each
                  Noteholder shall return its Note to Techfaith BVI as soon as
                  possible after its cancellation and replacement as

<PAGE>




                  aforesaid.

6.       Techfaith Cayman represents to each of the parties herein on the date
         of this Agreement and as of Effective Date that:

         6.1      Techfaith Cayman has full power and authority, and has
                  obtained all necessary consents and approvals to enter into
                  this Agreement and to execute and deliver the Cayman Notes as
                  deeds and to exercise its rights and perform its obligations
                  hereunder and thereuder and all corporate and other actions
                  required to authorize its execution of this Agreement and its
                  performance of its obligations hereunder have been duly taken;

         6.2      Techfaith Cayman has been duly incorporated and constituted,
                  and is legally subsisting under the law of its place of
                  incorporation, and there has been no resolution, petition or
                  order for the winding-up of the Company and no receiver has
                  been appointed in respect thereof or any part of the assets
                  thereof, nor are any such resolutions, orders and appointments
                  imminent or likely;

         6.3      save for the Cayman Notes to be issued and delivered as deeds
                  under this Agreement, Techfaith Cayman is not under any
                  contract, options, warrants or any other obligations regarding
                  any part of its capital, issued or unissued, or for the issue
                  of any shares, debentures, warrants, options, or other similar
                  securities;

         6.4      the only business of Techfaith Cayman is that of an investment
                  holding company, the only activity of which is the acquisition
                  of, subscription for and holding of shares in Techfaith BVI
                  and the issue of the Cayman Notes and matters ancillary and
                  incidental thereto; and

         6.5      after the closing of the Share Swap, Techfaith Cayman is or
                  will be the beneficial owner of the entire outstanding share
                  capital of Techfaith BVI, free from all encumbrances and there
                  is no agreement or commitment to give or create any
                  encumbrance.

7.       Techfaith Cayman represents to each of the parties herein that prior to
         the closing of Share Swap, Techfaith Cayman does not have any assets
         and liabilities, whether actual or contingent.


<PAGE>





8.       Save as modified by the provisions herein, rights and obligations under
         the Note Subscription Agreement and the Notes shall remain in full
         force and effect and anything provided in this Agreement shall not
         affect the continuity of the rights and obligations under the Note
         Subscription Agreement and the Notes.

9.       The Existing Shareholders hereby grant their written consent to the
         transactions contemplated by this Agreement, including, without
         limitation, the issuance of the Cayman Notes by Techfaith Cayman.

10.      If any provision or part of a provision of this Agreement or its
         application to any party hereto shall be, or be found by any authority
         of competent jurisdiction to be, invalid or unenforceable, such
         invalidity or unenforceability shall not affect the other provisions or
         parts of such provisions of this Agreement, all of which shall remain
         in full force and effect.

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

12.      This Agreement shall be governed by and construed in accordance with
         the laws of the Hong Kong and each of the parties hereby irrevocably
         submits to the non-exclusive jurisdiction of the courts of Hong Kong.


<PAGE>





                                   SCHEDULE 1

   Form of Sale and Purchase Agreement in Relation to the Entire Issued Share
         Capital of Techfaith Wireless Communication Technology Limited

<PAGE>




                                   SCHEDULE 2

                             Form of the Cayman Note


<PAGE>





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

         /s/
--------------------------------------
[Chinese Characters]

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

         /s/
--------------------------------------
[Chinese Characters]

SIGNED by DONG DEFU                   )
for and on behalf of                  )
GREAT EARNEST TECHNOLOGY              )  /S/
                                      ----------------------------------------
LIMITED                               )
in the presence of:-                  )

         /s/
--------------------------------------
[Chinese Characters]

SIGNED by DONG DEFU                   )
for and on behalf of                  )
BEIJING TECHFAITH                     )  /S/
                                      ----------------------------------------
TECHNOLOGY R&D CO., LTD               )
in the presence of:-                  )

         /s/
--------------------------------------
[Chinese Characters]


<PAGE>





SIGNED by DONG DEFU                   )
for and on behalf of                  )
LEO TECHNOLOGY LIMITED                )  /S/
                                      ----------------------------------------
in the presence of:-                  )

         /s/
--------------------------------------
[Chinese Characters]


SIGNED by DONG DEFU                   )
for and on behalf of                  )
BEIJING CENTEL                        )  /S/
                                      ----------------------------------------
TECHNOLOGY R&D CO., LTD.              )
in the presence of:-                  )

         /s/
--------------------------------------
[Chinese Characters]


SIGNED by DONG DEFU                   )
for and on behalf of                  )
STEP TECHNOLOGIES (BEIJING)           )  /S/
                                      ----------------------------------------
CO., LTD.                             )
in the presence of:-                  )

         /s/
--------------------------------------
[Chinese Characters]

SIGNED by DONG DEFU                   )
for and on behalf of                  )
FINEST TECHNOLOGY LIMITED             )  /S/
                                      ----------------------------------------
in the presence of:-                  )

         /s/
--------------------------------------
[Chinese Characters]

<PAGE>





SIGNED by DONG DEFU                   )
for and on behalf of                  )
LEADTECH COMMUNICATION                )  /S/
                                      ----------------------------------------
TECHNOLOGY (SHANGHAI)                 )
LIMITED                               )
in the presence of:-                  )

         /s/
--------------------------------------
[Chinese Characters]

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]


<PAGE>





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

         /s/
--------------------------------------
[Chinese Characters]

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



<PAGE>






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




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

         /s/
--------------------------------------
[Chinese Characters]

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

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


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

         /s/
------------------------------------


<PAGE>






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

         /s/
------------------------------------


<PAGE>




SIGNED BY VICTOR LEUNG                )
          ----------------------------
as:                                   )
    ----------------------------------
for and on behalf of                  )
THE HTF 7 LIMITED                     )  /S/
                                      ----------------------------------------
in the presence of:                   )      THE HTF 7 LIMITED


Signature of Witness:

Name:  Wendy Chiang
      --------------------------------
Address:  HSBC Private Equity (Asia) Ltd.
         -----------------------------
Level 17, 1 Queen's Road Central
--------------------------------------



SIGNED BY HE LING                     )
         -----------------------------
as:  Director                         )
    ----------------------------------
for and on behalf of                  )
SEABRIGHT CHINA SPECIAL               )  /S/
                                      ----------------------------------------
OPPORTUNITIES (I) LIMITED             )     SEABRIGHT CHINA SPECIAL
in the presence of:                   )     OPPORTUNITIES (I) LIMITED


Signature of Witness:

Name:  Kiril Ip
      --------------------------------
Address:  4017, Far East Finance Centre
         -----------------------------
16 Harcourt Road, Hong Kong
--------------------------------------



SIGNED BY FRANCIS LO                  )
         -----------------------------
as:      Authorized Signatory         )
    ----------------------------------
for and on behalf of                  )
INTEL CAPITAL CORPORATION             )  /S/
                                      ----------------------------------------
in the presence of:                   )     INTEL CAPITAL CORPORATION


Signature of Witness:

Name:
      --------------------------------
Address:
         -----------------------------

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




<PAGE>






SIGNED BY WILLIAM E. KEITEL           )
         -----------------------------
as:  Executive Vice President and     )
    ----------------------------------
Chief Financial Officer               )
--------------------------------------
for and on behalf of                  )
QUALCOMM, INCORPORATED                )  /S/
                                      ----------------------------------------
in the presence of:                   )     QUALCOMM, INCORPORATED


Signature of Witness:

Name:  Kathleen Young
      --------------------------------
Address:  5775 Morehouse
         -----------------------------
San Diego, CA 92121
--------------------------------------