Exhibit 4.14
 SHARE PURCHASE AGREEMENT
 Agreement Company Schedule
1 Purchaser Founder Holdco Schedule 2 Founder Founders Key Holders Key Holder HK Co Domestic Company Party Parties Schedule 3
 RECITALS
 WHEREAS WFOE
 WHEREAS
 WHEREAS Section 1.1 Section 1.1
 NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
 1.
    
    PURCHASE AND SALE OF SHARES.1.1
    
    Sale and Issuance of Share.
 Schedule 1 Purchase Price Shares
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1.2
    
    Closing; Delivery.
 (a)
    
    The purchase and sale of the Shares shall take place remotely via the exchange
of documents and signatures, on a date specified by the Parties, or at such other time
and place as the Company and the Purchaser mutually agree upon, which date shall be no
later than five (5) Business Days after the satisfaction or waiver of each condition to
the Closing set forth in Section 2 and Section 3 (other than conditions
that by their nature ate to be satisfied at the Closing, but subject to the
satisfaction or waiver of such conditions) (which time and place are designated as the
Closing)
 (b)
    
    At the Closing, the Company shall cause its register of members to be updated
to reflect the Shares purchased by the Purchaser and deliver a copy of such updated
share register certified by the Companys registered agent to the Purchaser.
 (c)
    
    At the Closing, the Purchaser shall deposit the Purchase Price as indicated on
Schedule 1 by wire transfer of immediately available U S dollar hunds into a
bank account of the Company acceptable to the Purchaser. All bank charges and related
expenses for remittance and receipt of funds shall be for the account of the Company.
 (d)
    
    Within five (5) Business Days after the Closing, the Company shall deliver to
the Purchaser one or more certificates representing the Shares being purchased by the
Purchaser hereunder at the Closing as set forth on Schedule 1.
 1.3
    
    Use of Proceeds.
  1.4
    
    Termination of Agreement.
  (a)
    
    at the election of the Purchaser on or after March 31, 2010, if the Closing
shall not have occurred on or before such date unless such date is extended by the
mutual written consent of the Company and the Purchaser, provided that: (i) the
Purchaser is not in material default of any of their obligations hereunder, and (ii)
the right to terminate this Agreement pursuant to this
Section 1.4(a) shall not
be available to the Purchaser if its breach of any provision of this Agreement has been
the cause of, or resulted, directly or indirectly, in, the failure of the Closing to be
consummated by March 31, 2010;
 (b)
    
    by mutual written consent of Company and the Purchaser as evidenced in writing
signed by each of the Company and the Purchaser;
 (c)
    
    by the Purchaser in the event of any breach or violation of any representation
or warranty, covenant or agreement contained herein or in any of the other Transaction
Documents by any Warrantor that is not cured or curable within ten (10) Business Days
of written notice;
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(d)
    
    by the Purchaser if any event, circumstance or change shall have occurred that,
individually or in the aggregate with one or more other events, circumstances or
changes, have had or reasonably could be expected to have a Material Adverse Effect on
the Company or any other Group Company; or
 (e)
    
    by the Company in the event of any breach or violation of any representation or
warranty, covenant or agreement contained herein or in any of the other Transaction
Documents by the Purchaser with respect to such Purchaser that is not cured or curable
within ten (10) Business Days of written notice.
 Section 1.4 ermination Date Section 1.4
 1.5
    
    Effect of Termination.
 Section 1.4 provided Section 1.5 Section 7 Section 8.1 Section 8.2 Section 8.9 Section 8.15
 2.
    
    CONDITIONS TO THE OBLIGATIONS OF THE PURCHASER AT CLOSING.
  2.1
    
    Completion of Due Diligence.
  2.2
    
    Material Adverse Effect.
  2.3
    
    Proceedings and Documents.
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2.4
    
    Authorizations.
  2.5
    
    Business Plan.
  2.6
    
    Representations and Warranties.
 Schedule 5
 2.7
    
    Restated Articles.
 Exhibit B Restated Articles
 2.8
    
    Shareholders Agreement.
 Exhibit C
 2.9
    
    Letters of Commitment and Non-Compete.
 Exhibit D
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2.10
    
    Board of Directors.
  2.11
    
    Employment Agreements.
 Schedule 4 Employment Agreement Exhibit E
  2.12
    
    Proprietary Information and Inventions Assignment Agreements.
  2.13
    
    Compliance Certificates.
 Exhibit F-1 Exhibit F-2
 2.14
    
    Indemnification Agreement.
 Exhibit G
 2.15
    
    Management Rights Letter.
 Exhibit H
 2.16
    
    Compliance with Circular 75.
 SAFE Notice Regarding Certain
Administrative Measures on Financing and Inbound Investments by PRC Residents Through Offshore Special Purpose Vehicles Circular 75
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2.17
    
    WFOE; Documentation for the Restructuring.
 Exhibit A-1 Plan of
Restructuring Exhibit A-2
 2.18
    
    Intellectual Property Assignment.
 Exhibit I
 3.
    
    CONDITIONS OF THE OBLIGATIONS OF THE COMPANY AT CLOSING.
  3.1
    
    Representations and Warranties.
 Schedule 7
 3.2
    
    Performance.
  3.3
    
    Qualifications.
  3.4
    
    Shareholders Agreement.
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4.
    
    REPRESENTATIONS AND WARRANTIES OF THE WARRANTORS.
 Warrantors Schedule 5 Disclosure Schedule Schedule 6 Disclosure Schedule Schedule 5 Schedule 5
 5.
    
    REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.
 Schedule 7
 6.
    
    UNDERTAKINGS.
 6.1
    
    Ordinary Course of Business.
 Section 6.1
 6.2
    
    Exclusivity.
 Exclusivity Period Section 6.2
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6.3
    
    Regulatory Filings.
  6.4
    
    Use of Purchasers Name or Logo.
 Techfaith
 7.
    
    CURE OF BREACHES; INDEMNITY.
 7.1
    
    In the event of (a) any breach or violation of or inaccuracy or misrepresentation in, any
representation or warranty made by the Warrantors contained herein or any of the other
Transaction Documents or (b) any breach or violation of any covenant or agreement contained
herein or any of the other Transaction Documents (each of (a) or (b), a Breach, the Key
Holders shall, jointly and severally, or cause the other Warrantors to, cure such Breach (to
the extent that such Breach is curable) to the satisfaction of the Purchaser (it being
understood that any cure shall be without recourse to cash or assets of any Group Companies).
Notwithstanding the foregoing, the Key Holders shall also, jointly and severally, indemnify
the Purchaser and its respective Affiliates, limited partners, members, stockholders,
employees, agents and representatives (each, an Indemnitee) for any and all losses,
liabilities, damages, liens, claims, obligations, penalties, settlements, deficiencies, costs
and expenses, including without limitation reasonable advisors fees and other reasonable
expenses of investigation, defense and resolution of any Breach paid, suffered, sustained or
incurred by the Indemnitees (each, an Indemnifiable Loss), resulting from, or arising out of
or due to, directly or indirectly, any Breach.
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7.2
    
    Notwithstanding the foregoing, the Key Holders shall, jointly and severally, indemnify and
keep indemnified the Indemnitees at all times and hold them harmless against any and all
Indemnifiable Losses resulting from, or arising out of or due to, directly or indirectly, any
claim for tax which has been made or may hereafter be made against any Group Company wholly or
partly in respect of or in consequence of any event occurring or any income, profits or gains
earned, accrued or received by such Group Company on or before the Closing and any reasonable
costs, fees or expenses incurred and other liabilities which such Group Company may properly
incur in connection with the investigation, assessment or the contesting of any claim, the
settlement of any claim for tax, any legal proceedings in which any Group Company claims for
tax and in which an arbitration award or judgment is given for such Group Company and the
enforcement of any such arbitration award or judgment whether or not such tax is chargeable
against or attributable to any other person, provided, however, that the Key Holders
shall be under no liability in respect of taxation:
 (a)
    
    that is promptly cured without recourse to cash or other assets of any Group
Company;
 (b)
    
    to the extent that provision, reserve or allowance has been made for such tax
in the audited consolidated financial statement of the Company;
 (c)
    
    if it has arisen in and relates to the ordinary course of business of the Group
Companies;
 (d)
    
    to the extent that the liability arises as a result only of a provision or
reserve in respect of the liability made in the Financial Statement being insufficient
by reason of any increase in rates of tax announced after the Closing with
retrospective effect; and
 (e)
    
    to the extent that the liability arises as a result of legislation which comes
into force after the Closing and which is retrospective in effect.
 Section 7.2
 7.3
    
    In the event that an Indemnitee suffers an Indemnifiable Loss as provided in Section
7.1 or 7.2 and the Key Holders are either unwilling or unable to fulfill their
obligations under Section 7.1 or 7.2 to indemnify the Indemnitees for the full
amount of such Indemnifiable Loss within sixty (60) days of receipt of written notice thereof
from the Purchaser, then the Company (or any other Warrantor selected by a majority in
interest of the Indemnitees) shall indemnify the Indemnitees such that the Indemnitees shall
receive the full amount of such Indemnifiable Loss. Any indemnification provided by the
Warrantors other than the Key Holders pursuant to this Section 7.3 shall not prejudice
or otherwise affect the right of the Indemnitees to seek indemnification from the Key Holders
pursuant toSection 7.1 or 7.2; provided, however, that to the extent the
Indemnitees are able to recover any Indemnifiable Loss fiom the Key Holders, the Warrantors
other than the Key Holders shall not be obligated to indemnify the Indemnitees with respect to
such amount.
 7.4
    
    If the Purchaser or other Indemnitee believes that it has a claim that may give rise to an
obligation of any Wanantor pursuant to this Section 7, it shall give prompt notice
thereof to the Warrantors stating specifically the basis on which such claim is being made,
the material facts related thereto, and the amount of the claim asserted. In the event of a
third party claim against an Indemnitee for which such Indemnitee seeks indemnification from
the Warrantors pursuant to this Section 7, no settlement shall be deemed conclusive
with respect to whether there was an Indemnifiable Loss or the amount of such Indemnifiable
Loss unless such settlement is consented to by one Key Holder acting on behalf of the other
Key Holders, which shall not be unreasonably withheld. Any dispute related to this Section
7 shall be resolved pursuant to Section 8.15 of this Agreement.
 7.5
    
    This Section 7 shall not be deemed to preclude or otherwise limit the Purchaser in
any way the exercise of any other rights or pursuit of other remedies for any breach of this
Agreement or any other Transaction Documents.
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8.
    
    MISCELLANEOUS.
 8.1
    
    Survival of Warranties.
  8.2
    
    Confidentiality.
 (a)
    
    Disclosure of Terms. The terms and conditions of this Agreement, any
term sheet or memorandum of understanding entered into pursuant to the transactions
contemplated hereby, all exhibits and schedules attached hereto and thereto, and the
transactions contemplated hereby and thereby (collectively, the Transaction Terms),
including their existence, shall be considered confidential information and shall not
be disclosed by any Party hereto to any third party except as permitted in accordance
with the provisions set forth below.
 (b)
    
    Permitted Disclosures. Notwithstanding the foregoing, the Company may
disclose the transaction terms to its current shareholders, employees, bankers,
lenders, accountants and legal counsels, in each case only where such persons or
entities are under appropriate nondisclosure obligations substantially similar to those
set forth in this Section 8.2, or to any person or entity to which disclosure
is approved in writing by the Purchaser, which such approval is not to be unreasonably
withheld. The Purchaser may disclose (x) the existence of the investment and the
Transaction Terms to any Affiliate, partner, limited partner, former partner, potential
partner or potential limited partner of the Purchaser or other third patties and (y)
the fact of the investment to the public, in each case as it deems appropriate in its
sole discretion. Any Party hereto may also provide disclosure in order to comply with
applicable Laws, as set forth in Section 8.2(c) below.
 (c)
    
    Legally Compelled Disclosure. In the event that any Party is requested
or becomes legally compelled (including without limitation, pursuant to any applicable
tax, securities, or other Laws and regulations of any jurisdiction) to disclose the
existence of this Agreement or content of any of the Transaction Terms, such Party (the
Disclosing Party) shall provide the other Parties with prompt written notice of that
fact and shall consult with the other Patties regarding such disclosure. At the request
of another Party, the Disclosing Party shall, to the extent reasonably possible and
with the cooperation and reasonable efforts of the other Parties, seek a protective
order, confidential treatment or other appropriate remedy. In any event, the Disclosing
Party shall furnish only that portion of the information that is legally required and
shall exercise reasonable efforts to obtain reliable assurance that confidential
treatment will be accorded such information.
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(d)
    
    Other Exceptions. Notwithstanding any other provision of this
Section 8.2, the confidentiality obligations of the Parties shall not apply to:
(i) information
which a restricted Party learns from a third party having the right to make the
disclosure, provided the restricted Party complies with any restrictions imposed by
the third party; (ii) information which is rightfully in the restricted Partys
possession prior to the time of disclosure by the protected Party and not acquired
by the restricted Patty under a confidentiality obligation; or (iii) information
which enters the public domain without breach of confidentiality by the restricted
Party.
 (e)
    
    Press Releases, Etc. No announcements regarding the Purchasers
investment in the Company may be made by any Party hereto in any press conference,
professional or trade publication, marketing materials or otherwise to the public
without the prior written consent of the Purchaser.
 (f)
    
    Other Information. The provisions of this Section 8.2 shall
terminate and supersede the provisions of any separate nondisclosure agreement executed
by any of the Parties with respect to the transactions contemplated hereby
 8.3
    
    Transfer, Successors and Assigns.
  8.4
    
    Governing Law.
  8.5
    
    Counterparts; Facsimile.
  8.6
    
    Titles and Subtitles.
  8.7
    
    Notices.
 Schedule 1 Schedule 2 Section
8.7
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8.8
    
    No Finders Fees.
  8.9
    
    Fees and Expenses.
 (a)
    
    The Company shall pay all of its own costs and expenses incurred in connection
with the negotiation, execution, delivery and performance of this Agreement and other
Transaction Documents and the transactions contemplated hereby and thereby.
 (b)
    
    The Company shall pay the legal costs and expenses incurred or to be incurred
by the Purchaser, up to US$50,000 plus taxes and disbursements, including all
reasonable costs and expenses in conducting legal due diligence investigations on the
Group Companies and in preparing, negotiating and executing all documentation by the
outside legal counsel of the Purchaser, which may be deducted at the Purchaser election
at Closing from the cash consideration payable by the Purchaser.
 (c)
    
    In the event that the Closing does not proceed as a result of a termination by
the Purchaser in accordance with Section 1.4(a), (c) or (d),
the Company shall bear all the legal costs and expenses incurred by or on behalf of the
Purchaser in the preparation of the agreements(s) and all other documents.
 8.10
    
    Attorneys Fees.
  8.11
    
    Amendments and Waivers.
 Section 8.11
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8.12
    
    Severability.
  8.13
    
    Delays or Omissions.
  8.14
    
    Entire Agreement.
  8.15
    
    Dispute Resolution.
 (a)
    
    Any dispute, controversy or claim arising out of or relating to this Agreement,
or the interpretation, breach, termination or validity hereof, shall first be subject
to resolution through consultation of the parties to such dispute, controversy or
claim. Such consultation shall begin within seven (7) days after one Party hereto has
delivered to the other Parties involved a written request for such consultation. If
within thirty (30) days following the commencement of such consultation the dispute
cannot be resolved, the dispute shall be submitted to arbitration upon the request of
any Party with notice to the other Parties.
 (b)
    
    The arbitration shall be conducted in Hong Kong under the auspices of the Hong
Kong International Arbitration Centre (the HKIAC) There shall be three arbitrators.
The complainant and the respondent to such dispute shall each select one arbitrator
within thirty (.30) days after giving or receiving the demand for arbitration. Such
arbitrators shall be freely selected, and the Parties shall not be limited in their
selection to any prescribed list. The Chairman of the HKIAC shall select the third
arbitrator, who shall be qualified
to practice Law in Hong Kong. If either party to the arbitration does not appoint
an arbitrator who has consented to participate within thirty (30) days after
selection of the first arbitrator, the relevant appointment shall be made by the
Chairman of the HKIAC.
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(c)
    
    The arbitration proceedings shall be conducted in English. The arbitration
tribunal shall apply the Arbitration Rules of the HKIAC in effect at the time of the
arbitration. However, if such rules are in conflict with the provisions of this
Section 8.15, including the provisions concerning the appointment of
arbitrators, the provisions of this Section 8.15 shall prevail.
 (d)
    
    The arbitrators shall decide any dispute submitted by the parties to the
arbitration strictly in accordance with the substantive Law of Hong Kong and shall not
apply any other substantive law.
 (e)
    
    Each Party hereto shall cooperate with any party to the dispute in making full
disclosure of and providing complete access to all information and documents requested
by such party in connection with such arbitration proceedings, subject only to any
confidentiality obligations binding on the Party receiving the request.
 (f)
    
    The award of the arbitration tribunal shall be final and binding upon the
disputing parties, and any party to the dispute may apply to a court of competent
jurisdiction for enforcement of such award.
 (g)
    
    Any party to the dispute shall be entitled to seek preliminary injunctive
relief, if possible, from any court of competent jurisdiction pending the constitution
of the arbitral tribunal.
 8.16
    
    No Commitment for Additional Financing.
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8.17
    
    Rights Cumulative.
  8.18
    
    No Waiver.
  8.19
    
    No Presumption.
  8.20
    
    Third Party Beneficiaries.
 Section 7
 Remainder of Page Intentionally Left Blank
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By:
    /s/ XU EnhaiName:
    XU EnhaiCapacity: Director  
 By:
    /s/ XU EnhaiName:
    XU EnhaiCapacity: Director  16




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By:
    /s/ XU EnhaiName:
    XU EnhaiCapacity: Board Chairman  17




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By:
    /s/ XU EnhaiName:
    XU EnhaiCapacity: Board Chairman  18




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By:
    /s/ XU EnhaiName:
    XU EnhaiCapacity: Director  By:
    /s/ XU Enhai  By:
    /s/ HAN Deling  19




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By:
    /s/ Dong DefuName:
    DONG DefuCapacity: Director  20




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SCHEDULE AND EXHIBITS
 SchedulesSchedule 1
    
    Schedule of PurchaserSchedule 2
    
    Schedule of Key HoldersSchedule 3
    
    DefinitionsSchedule 4
    
    Schedule of Key EmployeesSchedule 5
    
    Representations and Warranties of the WarrantorsSchedule 6
    
    Disclosure ScheduleSchedule 7
    
    Representations and Warranties of the PurchaserSchedule 8
    
    Capitalization Table
 ExhibitsExhibit A-1
    
    Plan of RestructuringExhibit A-2
    
    Control DocumentsExhibit B
    
    Form of Restated ArticlesExhibit C
    
    Shareholders AgreementExhibit D
    
    Letter of Commitment and Non-CompeteExhibit E
    
    Form of Employment AgreementExhibit F
    
    Form of Compliance CertificatesExhibit G
    
    Form of Indemnification AgreementExhibit H
    
    Form of Management Rights LetterExhibit I
    
    Form of Intellectual Property Assignment Agreement
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SCHEDULE 1
 SCHEDULE OF PURCHASER
 Purchaser
    
    Purchase Price
    
    
    Number of SharesCHINA TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED
    
    US$
    500,000
    
    
    
    4Address for Notices:
    
    
    
    
    
    
    P. O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands
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SCHEDULE 2
 SCHEDULE OF KEY HOLDERS
 Name
    
    Addresses and Fax No. for NoticeACTIVE CENTURY HOLDINGS LIMITED
    
    Address: PO. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands
Facsimile: (8610) 6263-8372XU, ENHAI
    
    Address: No. 2399 Liaoning Road, Chaoyang District, Changchun City, Jilin Province, PRC
Facsimile: (8610) 6263-8372HAN, DELING
    
    Address: 402 Hu, Unit 4, No 2 Building, No. 49 Dunhua Road, Shibei District, Qingdao City, Shandong Province, PRC
Facsimile: (8610) 6263-8372
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SCHEDULE 3
 DEFINITIONS
 Affiliate
 Agreement
 Breach 7.1
 Business Day
 Business Plan Section 25 Schedule 5.
 Circular 75 Section 2.16
 Class B Ordinary Shares
 Closing Section 1.2(a).
 Company
 Company Intellectual Property
 Confidential Information Agreements Section 19 Schedule 5
 Contract
 Control
  24




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Control Documents
 Convertible Securities
 Directors
 Disclosing Party Section 8.2(c)
 Disclosure Schedule Section 4
 Domestic Company
 Employee Benefit Plans Section 16.7 Schedule 5
 Employment Agreements Section 2.11
 Exclusivity Period Section 6.2
 Execution Date
 Financial Statements PRC
GAAP
 Founder Founders Schedule 2
 Founders Holdco Schedule 2
 Governmental Authority
 Group Companies Group Company
 GC Product or Service Section 8.7 Schedule 5
 HKIAC Section 8.15(b).
 Hong Kong
 Indemnifiable Loss Section 7.1
 Indemnitee Section 7.1
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Intellectual Property
 Key Employee Schedule 4
 Knowledge to the Warrantors knowledge
 Law
 Lien
 Material Adverse Effect
 Material Agreements Section 10.1 Schedule 5
 Order
 Ordinary Share
 Party Parties
 Person
 Plan of Restructuring Section 2.17.
 PRC China
 Projections Section 24 Schedule 5.
 Public Official
 Public Software Section 8.7 Schedule 5
 Purchaser
 Purchase Price Section 1.1
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Related Party Transaction
 Reserve Reservation Section 4 Schedule 5
 Restated Articles Section 2.7
 RMB
 SAFE Section 2.16
 Securities Act
 Shareholders Agreement Exhibit C
 Shares Section 1.1
 Subsidiary subsidiary subject entity
 Techfaith
 Transaction Documents
 Transaction Terms Section 8.2(a).
 US$
 Warrantors Section 4
 WFOE
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SCHEDULE 4
 SCHEDULE OF KEY EMPLOYEES
 NAME:
    
    ID Number    XU Enhai
    
    220224197109224214    KE Zhonghui
    
    341021197807242418    RAO Xiaobo
    
    6012219701216721X
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SCHEDULE 5
 REPRESENTATIONS AND WARRANTIES OF THE WARRANTORS
 9.
    
    Organization, Good Standing, Corporate Power and Qualification.
  10.
    
    Capitalization of the Company.
  10.1
    
    49,000 Ordinary Shares and 1,000 Class B Ordinary Shares, of which 96 Ordinary Shares are
issued and outstanding, immediately prior to the Closing. All of the outstanding Ordinary
Shares have been duly authorized, are fully paid and non-assessable and were issued in
compliance with all applicable securities laws. The Company holds no treasury shares.
 10.2
    
    Schedule 8 sets forth the capitalization of the Company immediately following the
Closing including the number of shares of the following: (i) issued and outstanding Ordinary
Shares and Class B Ordinary Shares, and (ii) warrants or stock purchase rights, if any. Except
for the rights provided in the Shareholders Agreement, there are no outstanding options,
warrants, rights (including conversion or preemptive rights and rights of first refusal or
similar rights) or agreements, orally or in writing, to purchase or acquire from the Company
any Ordinary Share or any securities convertible into or exchangeable for Ordinary Share.
 10.3
    
    The Company is the sole legal and beneficial owner of one hundred percent (100%) of the
equity interest of the HK Co. The HK Co is the sole legal and beneficial owner of one hundred
percent (100%) of the equity interest of the WFOE.
 10.4
    
    The Founders and the Founder Holdco are the sole legal and beneficial owners of the Ordinary
Shares of the Company.
 11.
    
    Subsidiaries.
 Section 3 Disclosure Schedule
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12.
    
    Authorization.
 reserve reservation
 13.
    
    Valid Issuance of Shares.
 13.1
    
    The Shares, when issued, sold and delivered in accordance with the terms and for the
consideration set forth in this Agreement, will be validly issued, fully paid and
nonassessable and free of restrictions on transfer other than restrictions on transfer under
the this agreement, the Shareholders Agreement, applicable securities laws and liens or
encumbrances created by or imposed by the Purchaser. Subject in part to the accuracy of the
representations of the Purchaser in Schedule 7 of this Agreement, the Shares will be
issued in compliance with all applicable securities laws. Immediately following the Closing,
the Purchaser will be the sole legal and beneficial owner of; and will have good and
marketable title to the Shares.
 13.2
    
    All presently outstanding Ordinary Shares of the Company were duly and validly issued, fully
paid and non-assessable, and are free and clear of any liens and free of restrictions on
transfer (except for any restrictions on transfer under applicable securities laws) and have
been issued in compliance in all material respects with the requirements of all applicable
securities laws and regulations, including, to the extent applicable, the Securities Act.
  30




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14.
    
    Governmental Consents and Filings.
  15.
    
    Litigation.
  16.
    
    Intellectual Property.
 16.1
    
    Each Group Company owns or possesses sufficient legal tights to (i) all trademarks, service
marks, trade names, copyrights, trade secrets, licenses, information and proprietary rights
and processes and (ii) to the Warrantors knowledge, all patents and patent rights, as are
necessary to the conduct of such Group Companys business as now conducted and as presently
proposed to be conducted, without any known conflict with, or infringement of, the rights of
others. Section 8.1 of the Disclosure Schedule contains a complete and
accurate list of all Intellectual Property owned, licensed to or used by each Group Company,
whether registered or not, and a complete and accurate list of all licenses granted by such
Group Company to any third party with respect to any Intellectual Property. No product or
service marketed or sold (or proposed to be marketed or sold) by any Group Company violates or
will violate any license or infringe any intellectual property rights of any other party.
 16.2
    
    No Group Company has received any communications alleging that any Group Company has
violated or, by conducting its business, would violate any of the patents, trademarks, service
marks, trade names, copyrights, trade secrets or other proprietary rights or processes of any
other person or entity. Except as set forth in Section 8.2 of the Disclosure
Schedule, each Group Company has obtained and possesses valid licenses to use all of the
software programs present on the computers and other
software-enabled electronic devices that it owns or leases or that it has otherwise provided
to its employees for their use in connection with such Group Companys business. To the
Warrantors knowledge, it will not be necessary to use any inventions of any of its
employees (or persons it currently intends to hire) made prior to their employment by a
Group Company. Each Employee has assigned to the Group Companies all intellectual property
rights he or she owns that are related to the Group Companies business as now conducted.
  31




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16.3
    
    Other than with respect to commercially available software products under standard end-user
object code license agreements, there are no outstanding options, licenses, agreements,
claims, encumbrances or shared ownership interests of any kind relating to the foregoing, nor
is any Group Company bound by or a party to any options, licenses or agreements of any kind
with respect to the patents, trademarks, service marks, trade names, copyrights, trade
secrets, licenses, information, proprietary rights and processes of any other person or
entity.
 16.4
    
    No proceedings or claims in which any Group Company alleges that any person is infringing
upon, or otherwise violating, its Intellectual Property rights are pending, and none has been
served, instituted or asserted by any Group Company.
 16.5
    
    None of the employees of any Group Company or the Founders is obligated under any Contract
(including a Contract of employment), or subject to any judgment, decree or order of any court
or administrative agency, that would interfere with the use of his or her best efforts to
promote the interests of the Company Group, or that would conflict with the business of any
Group Company as presently conducted. To the knowledge of the Warrantors, it will not be
necessary to utilize in the course of the any Group Companys business operations any
inventions of any of the employees of any Group Company made prior to their employment by the
such Group Company, except for inventions that have been validly and properly assigned or
licensed to such Group Company as of the date hereof.
 16.6
    
    Each Group Company has taken all security measures that in the judgment of such Person are
commercially prudent in order to protect the secrecy, confidentiality, and value of its
material Intellectual Property.
 16.7
    
    No Public Software (as defined below) forms part of the any product or service provided by
any the Group Company (GC Product or Service) and no Public Software was or is used in
connection with the development of any GC Product or Service or is incorporated into, in whole
or in part, or has been distributed with, in whole or in part, any GC Product or Service. As
used in this Section 8.7, Public Software means any software that contains, or is
derived in any manner (in whole or in part) from, any software that is distributed as free
software (as defined by the Free Software Foundation), open source software (e.g., Linux or
software distributed under any license approved by the Open Source Initiative as set forth www
opensource.org) or similar licensing or distribution models which require the distribution or
making available of source code as well as object code of the software to licensees without
charge (except for the cost of the medium) and (b) the right of the licensee to modify the
software and redistribute both the modified and unmodified versions of the software, including
software licensed or distributed under any of the following licenses: (i) GNUs General Public
License (GPL) or Lesser/Library GPL (LGPL); (ii)
the Artistic License (e g , PERL); (iii) the Mozilla Public License; (iv) the Netscape
Public License; (v) the BSD License; or (vi) the Apache License.
  32




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##### 



17.
    
    Compliance with Other Instruments.
  18.
    
    Agreements; Actions.
 18.1
    
    Save for the agreements set out in Section 10.1 of the Disclosure Schedule
(the Material Agreements) and the Transaction Documents, there are no other agreements,
understandings, instruments, contracts or proposed transactions entered into during the period
from January 1, 2009, and September. 30, 2009, to which any Group Company is a party or by
which it is bound that involve (i) obligations (contingent or otherwise) of or payments to,
any Group Company in excess of US$10,000 per annum or in excess of US$25,000 in the aggregate,
(ii) the transfer or license of any patent, copyright, trade secret or other proprietary right
to or from any Group Company, other than from or to another Group Company or from a Key Holder
to a Group Company, (iii) the grant of rights to manufacture, produce, assemble, license,
market, or sell its products to any other person or affect any Group Companys exclusive tight
to develop, manufacture, assemble, distribute, market or sell its products, or (iv)
indemnification by any Group Company with respect to infringements of proprietary rights. All
the Material Agreements are valid, binding and enforceable obligations of the patties thereto
and the terms thereof have been complied with by the relevant Group Company, and to the
knowledge of the Warrantors, by all the other parties thereto. There are to the knowledge of
the Warrantors, no circumstances likely to give rise to any material breach of such terms, no
grounds for rescission, avoidance or repudiation of any of the Material Agreements which would
have a Material Adverse Effect and no notice of termination or of intention to terminate has
been received in respect of any Material Agreement.
  33




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##### 



18.2
    
    Save as set out in Section 10.2 of the Disclosure Schedule, the Company has
not declared or paid any dividends, or authorized or made any distribution upon or with
respect to any class of its share capital, and no Group Company has (i) incurred any
indebtedness for money borrowed or incurred any other liabilities individually in excess of
US$10,000 or in excess of US$25,000 in the aggregate, (ii) made any loans or advances to any
person, other than ordinary advances for travel expenses and trade receivables in the
ordinary course of business, or (iii) sold, exchanged or otherwise disposed of any of its
assets or rights, other than the sale of its inventory in the ordinary course of business or
otherwise envisaged in this Agreement. For the purposes of Sections 10.1 and
10.2 of this Schedule 5 all indebtedness, liabilities, agreements,
understandings, instruments, contracts and proposed transactions involving the same person
or entity shall be aggregated for the purpose of meeting the individual minimum dollar
amounts of such subsection.
 18.3
    
    No Group Company is a guarantor or indemnitor of any indebtedness of any other person, firm
or corporation that is not a Group Company.
 18.4
    
    Save as set out in Section 10.4 of the Disclosure Schedule or in connection
with this Agreement and the other Transaction Documents, no Group Company has engaged in the
past three (3) months in any discussion with any representative of any corporation,
partnership, trust, joint venture, limited liability company, association or other entity, or
any individual, regarding (i) a sale of all or substantially all of such Group Companys
assets, or (ii) any merger, consolidation or other business combination transaction of such
Group Company with or into another corporation, entity or person.
 19.
    
    Conflict of Interest.
 19.1
    
    Other than (i) standard employee benefits generally made available to all employees, (ii)
standard director and officer indemnification agreements approved by the Board of Directors,
and (iii) the purchase of the Companys share capital in accordance with applicable law, in
each instance, disclosed in Section 11.1 of the Disclosure Schedule, there are
no agreements, understandings or proposed transactions between any Group Company and any of
its officers, directors, consultants or Employees, or any Affiliate thereof, respectively.
 19.2
    
    No Group Company is indebted, directly or indirectly, to any of its directors, officers or
employees or to their respective spouses or children or to any Affiliate of any of the
foregoing, other than in connection with expenses or advances of expenses incurred in the
ordinary course of business or employee relocation expenses. None of the Group Companies
directors, officers or employees, or any members of their immediate families, or any Affiliate
of the foregoing (i) are, directly or indirectly, indebted to any Group Company or, (ii) to
the Warrantors knowledge, have any direct or indirect ownership interest in any firm or
corporation with which the Company is affiliated or with which any Group Company has a
business relationship, or any firm or corporation which competes with any Group Company except
that directors, officers or employees or shareholders of the Company may own shares in (but
not exceeding one percent (1%) of the outstanding shares of) publicly traded companies that
may compete with any Group Company. To the Warrantors knowledge, none of the Group Companies
employees or directors or any members of their immediate families or any Affiliate of any of
the foregoing are, directly or indirectly, interested in any contract with any Group Company.
None of the directors or officers, or any members of their immediate families, has any
material commercial, industrial, banking, consulting, legal, accounting, charitable or
familial relationship with any of
the Group Companies five (5) largest business relationship partners, service providers,
joint venture partners, licensees and competitors.
  34




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##### 



19.3
    
    Except for the Group Companies and the entities set forth in Section 11.3 of
Disclosure Schedule, there are no corporations, partnerships, trusts, joint ventures,
limited liability companies or other business entities in which any Key Holder owns or
controls, directly or indirectly, 10% or more of the outstanding voting interests.
 20.
    
    Rights of Registration and Voting Rights.
  21.
    
    Absence of Liens.
 Section 13 Disclosure Schedule
 22.
    
    Financial Statements.
   35




---



##### 



23.
    
    Changes.
 Section 15 Disclosure
Schedule
 (a)
    
    any change in the assets, liabilities, financial condition or operating results
of any Group Company from that reflected in the Financial Statements, except changes in
the ordinary course of business that have not caused, in the aggregate, a Material
Adverse Effect on a Group Company;
 (b)
    
    any damage, destruction or loss, whether or not covered by insurance, that
would have a Material Adverse Effect on a Group Company;
 (c)
    
    any waiver or compromise by any Group Company of a valuable right or of a
material debt owed to it;
 (d)
    
    any satisfaction or discharge of any lien, claim, or encumbrance or payment of
any obligation by any Group Company, except in the ordinary course of business and the
satisfaction or discharge of which would not have a Material Adverse Effect;
 (e)
    
    any material change to a material contract or agreement by which any Group
Company or any of its assets is bound or subject;
 (f)
    
    any material change in any compensation arrangement or agreement with any
employee, officer, director or shareholder;
 (g)
    
    any resignation or termination of employment of any officer or Employee of any
Group Company;
 (h)
    
    any mortgage, pledge, transfer of a security interest in, or lien, created by
any Group Company, with respect to any of its material properties or assets, except
liens for taxes not yet due or payable and liens that arise in the ordinary course of
business and do not materially impair such Companys ownership or use of such property
or assets;
 (i)
    
    any dividend, loans or guarantees made by any Group Company to or for the
benefit of its employees, officers or directors, or any members of their immediate
families, other than travel advances and other advances made in the ordinary course of
its business;
 (j)
    
    any declaration, setting aside or payment or other distribution in respect of
any Group Companys share capital, or any direct or indirect redemption, purchase, or
other acquisition of any of such shares by any Group Company;
 (k)
    
    any sale, assignment or transfer of any Group Company Intellectual Property
that could reasonably be expected to result in a Material Adverse Effect;
 (l)
    
    receipt of notice that there has been a loss of, or material order cancellation
by, any major customer of any Group Company;
  36




---



##### 



(m)
    
    to the Warrantors knowledge, any other event or condition of any character,
other than events affecting the economy or the Companys industry generally, that could
reasonably be expected to result in a Material Adverse Effect; or
 (n)
    
    any arrangement or commitment by the Company to do any of the things described
in this Section 15.
 24.
    
    Employee Matters.
 24.1
    
    Section 16.1 of the Disclosure Schedule sets forth a detailed description of
all compensation, including salary, bonus, severance obligations and deferred compensation
payable for each officer, employee, consultant and independent contractor of any Group Company
who is anticipated to receive compensation in excess of US$50,000 for the fiscal year ending
December 31, 2009.
 24.2
    
    To the Warrantors knowledge, no employee of any Group Company is obligated under any
contract (including licenses, covenants or commitments of any nature) or other agreement, or
subject to any judgment, decree or order of any court or administrative agency, that would
materially interfere with such employees ability to promote the interest of the Group
Companies or that would conflict with the Group Companies business. Neither the execution or
delivery of the Transaction Documents, nor the carrying on of the Companys business by the
employees of the Group Companies, nor the conduct of the business as now conducted and as
presently proposed to be conducted, will, to the Warrantors knowledge, conflict with or
result in a breach of the terms, conditions, or provisions of, or constitute a default under,
any contract, covenant or instrument under which any such employee is now obligated.
 24.3
    
    No Group Company is delinquent in payments to any of its employees, consultants, or
independent contractors for any wages, salaries, commissions, bonuses, or other direct
compensation for any service performed for it to the date hereof or amounts required to be
reimbursed to such employees, consultants, or independent contractors. Each Group Company has
complied in all material respects with all applicable laws related to employment, including
those related to wages, hours, worker classification, and collective bargaining, and the
payment and withholding of taxes and other sums as required by law except where noncompliance
with any applicable law would not result in a Material Adverse Effect. Each Group Company has
withheld and paid to the appropriate governmental entity or is holding for payment not yet due
to such governmental entity all amounts required to be withheld from employees of such Group
Company and is not liable for any arrears of wages, taxes, penalties, or other sums for
failure to comply with any of the foregoing.
 24.4
    
    To the Warrantors knowledge, no employee intends to terminate employment with any Group
Company or is otherwise likely to become unavailable to continue as an employee, nor does any
Group Company have a present intention to terminate the employment of any of the foregoing The
employment of each employee of the Company is terminable at the will of the Company Except as
set forth in Section 16.4 of the Disclosure Schedule or as required by law,
upon termination of the employment of any such employees, no severance or other payments will
become due. Except as set forth in Section 16.4 of the Disclosure Schedule,
the Company has no policy, practice, plan, or program of paying severance pay or any form of
severance compensation in connection with the termination of employment services.
  37




---



##### 



24.5
    
    The Company has not made any representations regarding equity incentives to any officer,
employees, director or consultant that are inconsistent with the share amounts and terms set
forth in the Companys board minutes.
 24.6
    
    Each former employee whose employment was terminated by the Company has entered into an
agreement with the Company providing for the full release of any claims against the Company or
any related party arising out of such employment.
 24.7
    
    Section 16.7 of the Disclosure Schedulesets forth each and every employee benefit
plan maintained, established or sponsored by any Group Company, or in which any Group Company
participates in or contributes to in any jurisdiction, including without limitation, the PRC
(the Employee Benefit Plans). Save as set out in Section 16.7 of the Disclosure
Schedule, there is no other pension, retirement, profit-sharing, deferred compensation,
bonus, incentive or other employee benefit program, arrangement, agreement or understanding to
which any Group Company contributes, is bound, or under which any employees or former
employees (or their beneficiaries) are eligible to participate or derive a benefit. Each
Group Company has made all required contributions under all the Employee Benefit Plans
including without limitation all contributions required to be made under the PRC social
insurance and housing schemes, and has complied in all material respects with all applicable
laws of any jurisdiction, in relation to the Employee Benefit Plans.
 24.8
    
    No Group Company is bound by or subject to (and none of its assets or properties is bound by
or subject to) any written or oral, express or implied, contract, commitment or arrangement
with any labor union, and no labor union has requested or, to the Warrantors knowledge, has
sought to represent any of the employees, representatives or agents of any Group Company.
There is no strike or other labor dispute involving any Group Company pending, or to the
Warrantors knowledge, threatened, which could have a Material Adverse Effect, nor is the
Company aware of any labor organization activity involving its employees.
 24.9
    
    To the Warrantors knowledge, none of the employees or directors of any Group Company during
the previous three (3) years, has been (a) subject to voluntary or involuntary petition under
any applicable bankruptcy laws or any state insolvency laws or the appointment of manager, a
receiver or similar officer by a court for his business or property; (b) convicted in a
criminal proceeding or named as a subject of a pending criminal proceeding (excluding traffic
violations and other minor offenses); (c) subject to any order, judgment, or decree (not
subsequently reversed, suspended, or vacated) of any court of competent jurisdiction
permanently or temporarily enjoining him from engaging, or otherwise imposing limits or
conditions on his engagement in any securities, investment advisory, banking, insurance, or
other type of business or acting as an officer or director of a public company; or (d) found
by a court of competent jurisdiction in a civil action or by any relevant regulatory
organization to have violated any applicable securities, commodities, or unfair trade
practices law, which such judgment or finding has not been subsequently reversed, suspended,
or vacated.
  38




---



##### 



25.
    
    Tax Matters.
 25.1
    
    The provisions for taxes as shown on the balance sheet included in the Financial Statements
are sufficient in all material respects for the payment of all accrued and
unpaid applicable taxes of the Group Companies as of the date of each such balance sheet,
whether or not assessed or disputed as of the date of each such balance sheet. Except as set
forth in Section 17 of the Disclosure Schedule, there have been no
extraordinary examinations or audits of any tax returns or reports by any applicable
Governmental Authority. Except as set forth in Section 17 of the Disclosure
Schedule, each Group Company has filed or caused to be filed on a timely basis all tax
returns that are or were required to be filed (to the extent applicable), all such returns
are correct and complete, and each Group Company has paid all taxes that have become due, or
have reflected such taxes in accordance with the PRC GAAP as a reserve for taxes on the
Financial Statements. There are in effect no waivers of applicable statutes of limitations
with respect to taxes for any year.
 25.2
    
    No member of the Company Group is, nor expects to become, a passive foreign investment
company (PFIC) as described in Section 1297 of the United States Internal Revenue Code of
1986, as amended (the Code).
 25.3
    
    No shareholder of any member of a Group Company, solely by virtue of its status as
shareholder of such Group Company, have personal liability under local law for the debts and
claims of such Group Company. There has been no communication from any tax authority relating
to or affecting the tax classification of any member of the Company Group.
 26.
    
    Insurance.
 Section 18 Disclosure Schedule
 27.
    
    Confidential Information and Invention Assignment Agreements.
 Confidential Information Agreements
 28.
    
    Governmental and Other Permits.
   39




---



##### 



29.
    
    Corporate Documents.
  30.
    
    Liabilities.
 Section 22 Disclosure Schedule Section 10 Disclosure Schedule
 31.
    
    Compliance with Laws.
 31.1
    
    Except as set forth in Section 23.1 of the Disclosure Schedule, each Group
Company is in material compliance with all applicable Laws applicable to it or to the conduct
or operation of its business or the ownership or use of any of its assets or properties.
 31.2
    
    Except as set forth in Section 23.2 of the Disclosure Schedule, no event has
occurred and no circumstance exists that to the Warrantors knowledge (1) may constitute or
result in a violation by any Group Company, or a failure on the part of any Group Company to
comply with any Law, or (ii) may give rise to any obligation on the part of any Group Company
to undertake, or to bear all or any portion of the cost of any remedial action of any nature,
except for such violations or failures by a Group Company that, individually or in the
aggregate, would not result in any Material Adverse Effect.
 31.3
    
    No Group Company has received any written notice from any Governmental Authority regarding
(i) any actual, alleged or likely material violation of; or material failure to comply with,
any Law, or (ii) any actual, alleged or likely material obligation on the part of any Group
Company to undertake, or to bear all or any portion of the cost of any remedial action of any
nature.
 31.4
    
    No Group Company, nor any director, agent, employee or any other person acting for or on
behalf of any Group Company, has directly or indirectly (i) made any contribution, gift,
bribe, payoff, influence payment, kickback, or any other fraudulent payment in any form,
whether in money, property, or services to any public official or otherwise (A) to obtain
favorable treatment in securing business for a Group Company, (B) to pay for favorable
treatment for business secured, or (C) to obtain special concessions or for special
concessions already obtained, for or in respect of any Group Company, in each case which would
have been in violation of any applicable Law or (ii) established or maintained any fund or
assets in which any
Group Company shall have proprietary rights that have not been recorded in the books and
records of a Group Company.
  40




---



##### 



31.5
    
    During the previous five (5) years, no Founder has been (i) subject to voluntary or
involuntary petition under any applicable bankruptcy laws or any applicable insolvency law or
the appointment of a manager, receiver, or similar officer by a court for his business or
property; (ii) convicted in a criminal proceeding or named as a subject of a pending criminal
proceeding (excluding traffic violations and other minor offences); (iii) subject to any
order, judgment, or decree (not subsequently reversed, suspended, or vacated) of any court of
competent jurisdiction permanently or temporarily enjoining him from engaging, or otherwise
imposing limits or conditions on his engagement in any securities, investment advisory,
banking, insurance, or other type of business or acting as an officer or director of a public
company; or (iv) found by a court of competent jurisdiction in a civil action or by any
regulatory organization to have violated any applicable securities, commodities or unfair
trade practices law whatsoever, which such judgment or finding has not been subsequently
reversed, suspended, or vacated,
 32.
    
    Disclosure; Projections.
 Projections
 33.
    
    Use of Proceeds Plan and Budget.
 Business Plan Section
2.5
 34.
    
    Entire Business.
   41




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##### 



SCHEDULE 6
 DISCLOSURE SCHEDULE
 Section 1 Introduction
 1.1
    
    This Disclosure Schedule forms an inseparable part of the Share Purchase Agreement (the
Agreement) relating to the subscription of Class B Ordinary Shares of CITYLEAD Limited, a
company limited by shares duly incorporated and validly existing under the Laws of the British
Virgin Islands (the Company). Unless the context otherwise specifies, all capitalized terms
used herein shall have the meanings given to such terms in the Agreement.
 1.2
    
    The purpose of this Disclosure Schedule is to disclose matters which may be relevant to
and/or to qualify the representations and warranties made by certain parties contained in
Schedule 5 of the Agreement (collectively, the Warranties and each, a Warranty).
 1.3
    
    In the event that any inconsistency is revealed between any provision of the Agreement and
any part of this Disclosure Schedule, this Disclosure Schedule shall prevail and shall be
deemed to be the relevant disclosure.
 1.4
    
    The matters disclosed in this Disclosure Schedule be deemed to be representations and
warranties under Schedule 5 of the Agreement.
 1.5
    
    Inclusion of any item in this Disclosure Schedule (i) does not represent a determination that
such item is material or establish a standard of materiality; (ii) does not represent a
determination that such item did not arise in the ordinary course of business; (iii) except as
specifically set forth herein, does not represent a determination that the transactions
contemplated in the Agreement require the consent of third parties.
 1.6
    
    The section numbers below correspond to the section numbers of the Warranties in the Schedule
5 of this Agreement; provided however, that any information disclosed herein under any section
number shall be deemed-disclosed and incorporated into any other sections of this Disclosure
Schedule to which there is an express cross-reference.
  42




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##### 



Section 2 Disclosure Schedule
 Section Number
    
    Specific DisclosureSection 3
    
        nilSection 8.1
    
         Trademark in the process of application:1.
QiGi (Application date: 1-10-2008; Application number:
6501874; Category: 09)2.
QIGI (piture) (Application date: 3-11-2009; Application
number: 7247382; Category: 09)3.
i-mate (Application date: 9-27-2007; Application number:
6299651; Category: 09) Domain names:1.
qigi.cc;2.
bode ccSection 8.2
    
        nilSection 10.1
    
    
    1.
    
    
    Sales contract dated January 5, 2009, between the Domestic Company (hereinafter referred to as QiGI in this section of the Disclosure Schedule) and Henan Jielong Tongxing Technology Co., Ltd.;2.
    
    
    Sales contract dated January 5, 2009, between QiGi and Taiwan Tianfu Weiye Communications Equipment Co., Ltd.;3.
    
    
    Sales contract dated .January 5, 2009, between QiGi and Tianjin Everyday Commerce Co., Ltd.;4.
    
    
    Sales contract dated January 7, 2009, between QiGi and Changde Yongxiang Trade Co., Ltd.;5.
    
    
    Sales contract dated .January 8, 2009, between QiGi and Foshan Nanhaitian Electronics Co., Ltd.;6.
    
    
    Sales contract dated January 9, 2009, between QiGi and Chongqing Century Communications Technology Development Co., Ltd.;7.
    
    
    Sales contract dated January 9, 2009, between QiGi and Chongqing Tiandi Sheyuan Shangmao Co., Ltd.;8.
    
    
    Sales contract dated
..January 12, 2009, between QiGi and Chengdu Hua- Shangmao Co., Ltd.;9.
    
    
    Sales contract dated January 12, 2009, between QiGi and Guangzhou Xiangjin Digital Technology Co., Ltd.;10.
    
    
    Sales contract dated January 13, 2009, between QiGi and Dongguan Lianyu Electronics Co., Ltd.;11.
    
    
    Sales contract dated .January 15, 2009, between QiGi and Guangzhou Chuangwei Electronics Technology Co., Ltd.;12.
    
    
    Sales contract dated January 15, 2009, between QiGi and Hanzhou Quanyong Maoyi Co., Ltd.;13.
    
    
    Sales contract dated January 15, 2009, between QiGi and Kunming Wuyao Tongxun Shebei Co., Ltd.;14.
    
    
    Sales contract dated January 15, 2009, between QiGi and Quanzhou Huachen Telecommunications Maoyi Co., Ltd.;15.
    
    
    Sales contract dated January 15, 2009, between QiGi and Shanghai Kun- Shiye Co., Ltd.;16.
    
    
    Sales contract dated January 15, 2009, between QiGi and Chengdu Sanling Shengan Information Systems Co., Ltd.;
  43




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##### 



Section Number
    
    Specific Disclosure17.
    
    
    Sales contract dated January 16, 2009, between QiGi and Kunming Jingzheng Technology Electronics Co., Ltd.;18.
    
    
    Sales contract dated .January 16, 2009, between QiGi and Shanghai Boxuan Tongxun Technology Co., Ltd.;19.
    
    
    Sales contract dated January 16, 2009, between QiGi and Xiamen Huidesheng Maoyi Co., Ltd.;20.
    
    
    Sales contract dated January 19, 2009, between QiGi and Shenzhen Linda Microelectronics Shiye Co., Ltd.;21.
    
    
    Sales contract dated January 20, 2009, between QiGi and Wuhan Jiayuan Digital Technology Co., Ltd.;22.
    
    
    Sales contract dated January 20, 2009, between QiGi and Beijing Hanming Xingtong Technology Co., Ltd.;23.
    
    
    Sales contract dated January 21, 2009, between QiGi and Guiyang Naming District Huamei Tongxun Equipment Co., Ltd.;24.
    
    
    Sales contract dated January 21, 2009, between QiGi and JInan Depu Tongxing Equipment Co., Ltd.;25.
    
    
    Sales contract dated .January 21, 2009, between QiGi and Shanghai Shoushang Intelligence Communication Equipment Co., Ltd.;26.
    
    
    Sales contract dated January 21, 2009, between QiGi and Shanghai Situman Electronic Technology Co., Ltd.;27.
    
    
    Sales contract dated January 23, 2009, between QiGi and Shanxi Fanggeng Technology Development Co., Ltd.;28.
    
    
    Sales contract dated February 1, 2009, between QiGi and Hanzhou Renxing Digital Technology Co., Ltd.;29.
    
    
    Machinery purchase contract dated February 1, 2009, between QiGi and Guangdong Hexing Technology Co., Ltd.;30.
    
    
    Sales contract dated February 3, 2009, between QiGi and Shenzen Quanqi Digital Co., Ltd.;31.
    
    
    Sales contract dated February 3, 2009, between QiGi and Shenzhen Jingyu Shikong Tongxun Equipment Co., Ltd.;32.
    
    
    Sales contract dated February 3, 2009, between QiGi and Suzhou Jingpai Mobile Phone Internet Co., Ltd.;33.
    
    
    Sales contract dated February 3, 2009, between QiGi and Zhuhai Sanken Electronics Technology Co., Ltd.;34.
    
    
    Sales contract dated February 3, 2009, between QiGi and Chengdu Hanbo Shangmao Co., Ltd.;35.
    
    
    Sales contract dated February 3, 2009, between QiGi and Chongqing Bada Electronics Construction Co., Ltd.;36.
    
    
    Sales contract dated February 3, 2009, between QiGi and Jinan Depu Tongxun Equipment Co., Ltd.;37.
    
    
    Sales contract dated February 3, 2009, between QiGi and Yunnan Gelin Digital Technology Co., Ltd.;38.
    
    
    Order form dated February 3, 2009, between QiGi and Dexing Intelligence Mobile Phone Technology (HK) Co., Ltd.;39.
    
    
    Order form dated February 4, 2009, between QiGi and Dexing Intelligence Mobile Phone Technology (HK) Co., Ltd.;40.
    
    
    Sales contract dated February 4, 2009, between QiGi and Changsha Jianfeng Chaoliu Tongxun Equipment Co., Ltd.;
  44




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##### 



Section Number
    
    Specific Disclosure41.
    
    
    Sales contract dated February 4, 2009, between QiGi and Shenzhen Linda Mictroelectronics Shiye Co., Ltd.;42.
    
    
    Sales contract dated February 5, 2009, between QiGi and Shanghai E-te Digital Co., Ltd.;43.
    
    
    Sales contract dated February 5, 2009, between QiGi and Beijing Sanren Weiye Shangmao Co., Ltd.;44.
    
    
    Machinery purchase contract dated February 5, 2009, between QiGi and Guangzhou Gaoke Tongxing Technology Co., Ltd.;45.
    
    
    Sales contract dated February 7, 2009, between QiGi and Taiyuan Tianfu Weiye Tongxun Equipment Co., Ltd.;46.
    
    
    Sales contract dated February 7, 2009, between QiGi and Tianjin Meiritong Shangmao Co., Ltd.;47.
    
    
    Sales contract dated February 7, 2009, between QiGi and Hefei Jiada Tongxun Technology Co., Ltd.;48.
    
    
    Sales contract dated February 7, 2009, between QiGi and Shijiazhuang Tianwen Communication Tongxun Equipment Co., Ltd.;49.
    
    
    Machinery purchase contract dated February 7, 2009, between QiGi and Guangdong Hexin Technology Co., Ltd.;50.
    
    
    Sales contract dated February 8, 2009, between QiGi and Wuhan Zhongyu Electronics Co., Ltd.;51.
    
    
    Sales contract dated February 10, 2009, between QiGi and Beijing Yihengteng Technology Development Co., Ltd.;52.
    
    
    Sales contract dated February 13, 2009, between QiGi and Nanjing Lanbiao Digital Technology Co., Ltd.53.
    
    
    Sales contract dated February 13, 2009, between QiGi and Henan Jielong Tongxun Technology Co., Ltd.;54.
    
    
    Sales contract dated February 13, 2009, between QiGi and Beijing Mobile Xingzhi Tongxun Technology Co., Ltd.;55.
    
    
    Sales contract dated February 1.3, 2009, between QiGi and Taiyuan Huilin Tongxun Information Technology Co., Ltd.;56.
    
    
    Sales contract dated February 14, 2009, between QiGi and Qingdao Jingwei Tiandi Electronics Co., Ltd.;57.
    
    
    Sales contract dated February 14, 2009, between QiGi and Huizhou Yicheng Technology Co., Ltd.;58.
    
    
    Sales contract dated February 14, 2009, between QiGi and Quhan Jiayuan Digital Technology Co., Ltd.;59.
    
    
    Sales contract dated February 14, 2009, between QiGi and Nanjing Runchang Electronics Co., Ltd.;60.
    
    
    Sales contract dated February 18, 2009, between QiGi and Guangzhou Yuanchang Moayi Co., Ltd.;61.
    
    
    Order form dated February 24, 2009, between QiGi and Dexing Intelligence Mobile Phone Technology (HK) Co., Ltd.;62.
    
    
    Order form dated February 24, 2009, between QiGi and Dexing Wireless Tongxun Technology (Beijing) Co., Ltd.;63.
    
    
    Order form dated February 26, 2009, between QiGi and Dexing Intelligence Mobile Phone Technology (Beijing) Co., Ltd.;64.
    
    
    Sales contract dated March 2, 2009, between QiGi and Nanning Hengrongchang Shangmao Co., Ltd.;65.
    
    
    Sales contract dated March 26, 2009, between QiGi and Wuhan Bohong Information Technology Co., Ltd.;
  45




---



##### 



Section Number
    
    Specific Disclosure66.
    
    
    Sales contract dated March 2, 2009, between QiGi and Tianjing Chiwuxian Tongxun Technology Co., Ltd.;67.
    
    
    Sales contract dated March 3, 2009, between QiGi and Shishi Fanhua Dianxun Maoyi Co., Ltd.;68.
    
    
    Sales contract dated March 3, 2009, between QiGi and Shenzhen Jinbaolong Digital Technology Co., Ltd.;69.
    
    
    Sales contract dated March, 2009, between QiGi and Shenzhen Chuangfeier Electronics Technology Co., Ltd.;70.
    
    
    Sales contract dated March, 2009, between QiGi and Shanghai Yitianxia Technology Co., Ltd.;71.
    
    
    Sales contract dated Match, 2009, between QiGi and Shanghai Longding Shangwu Co., Ltd.;72.
    
    
    Sales contract dated March, 2009, between QiGi and Shanghai Zhengqi Shiye Co., Ltd.;73.
    
    
    Sales contract dated March, 2009, between QiGi and Rizhao Taitong Electronics Co., Ltd.;74.
    
    
    Sales contract dated March, 2009, between QiGi and Nanjing Puhan Gongmao Shiye Co., Ltd.;75.
    
    
    Sales contract dated March, 2009, between QiGi and Hunan Bopu Technology Co., Ltd.;76.
    
    
    Sales contract dated March, 2009,
between QiGi and Changzhou Yuntuo Shangmao Co., Ltd.;77.
    
    
    Machinery purchase contract dated March 5, 2009, between QiGi and Guangzhou Gaoke Tongxing Technology Co., Ltd.;78.
    
    
    Sales contract dated March 6,
2009, between QiGi and Kunming Bangsheng Technology Co., Ltd.;79.
    
    
    Sales contract dated March 7, 2009, between QiGi and Henan Zhongzheng Tongxun Co., Ltd.;80.
    
    
    Sales contract dated March 7, 2009, between QiGi and Guangzhou Yuanchang Maoyi Co., Ltd.;81.
    
    
    Sales contract dated March 7, 2009, between QiGi and Fujian Huaqiao Shiye Group Company;82.
    
    
    Sales contract dated March 8, 2009, between QiGi and Hangzhou Jingpusheng Technology Co., Ltd.;83.
    
    
    Sales contract dated March 8,
2009, between QiGi and Guangzhou Hengmi Maoyi Co., Ltd.;84.
    
    
    Sales contract dated March 8,
2009, between QiGi and Dongguan Shilongjingyingtong Electronics Co., Ltd.;85.
    
    
    Sales contract dated March 8, 2009, between QiGi and Chongmingyali Tongxun Technology Co., Ltd.;86.
    
    
    Machinery purchase contract dated March 9, 2009, between QiGi and Guangdong Hexin Technology Co., Ltd.;87.
    
    
    Machinery purchase contract dated March 10, 2009, between QiGi and Hangzhou Guanyuan Technology Co., Ltd.;88.
    
    
    Sales contract dated March 12, 2009, between QiGi and Changsha Zhongtian Tongxun Technology Co., Ltd.;89.
    
    
    Sales contract dated March 16,
2009, between QiGi and Kunming Wuyao Tongxun Equipment Co., Ltd.;90.
    
    
    Sales contract dated March 16, 2009, between QiGi and Beijing Hanming Tongxing Technology Co., Ltd.;
  46




---



##### 



Section Number
    
    Specific Disclosure91.
    
    
    Sales contract dated March 16, 2009, between QiGi and Nanjing Yingshui Tongxun Co., Ltd.;92.
    
    
    Sales contract dated March 16, 2009, between QiGi and Hunan Yingyuan Zhongxing Information Technology Co., Ltd.;93.
    
    
    Sales contract dated March 16, 2009, between QiGi and Kunming Xingkangcheng Information Technology Co., Ltd.;94.
    
    
    Order form dated March 25, 2009, between QiGi and Dexing Wireless Tongxun Technology (Beijing) Co., Ltd.;95.
    
    
    Sales contract dated March 27, 2009, between QiGi and Yiwu Daoye Internet Technology Co., Ltd.;96.
    
    
    Sales contract dated April 1, 2009, between QiGi and Yancheng Ninghu Qiandao Tongxun Equipment Co., Ltd.;97.
    
    
    Sales contract dated April 2,
2009, between QiGi and Xuzhou Sanjiu Intelligence Tongxun Co., Ltd.;98.
    
    
    Sales contract dated April 2, 2009, between QiGi and Xiamen Huidesheng Maoyi Co., Ltd.;99.
    
    
    Sales contract dated April 2, 2009, between QiGi and Wuhan Feiyang Technology Co., Ltd.;100.
    
    
    Sales contract dated April 3, 2009, between QiGi and Tianjing Meiritong Shangmao Co., Ltd.;101.
    
    
    Sales contract dated April 3, 2009, between QiGi and Suzhou Jingpai Mobile Internet Co., Ltd.;102.
    
    
    Sales contract dated April 3, 2009, between QiGi and Shenzhen Guoxing Tongxun Technology Co., Ltd.;103
    
    
    Sales contract dated April 3, 2009, between QiGi and Shanghai Shoushang Intelligence Tongxun Equipment Company;104.
    
    
    Machinery purchase contract dated April 3, 2009, between QiGi and Shenzhen Zhongketianbo Technology Co., Ltd.;105.
    
    
    Sales contract dated April, 2009, between QiGi and Shenzhen Quanqi Digital Co., Ltd.;106.
    
    
    Sales contract dated April, 2009, between QiGi and Hefei Jiada Tongxun Technology Co., Ltd.;107.
    
    
    Sales contract dated April 4, 2009, between QiGi and Shanghai Liangzeng Gongmao Co., Ltd.;108.
    
    
    Sales contract dated April 4,
2009, between QiGi and Qingdao Jingweitiandi Electronics Co., Ltd.;109.
    
    
    Sales contract dated April 4, 2009, between QiGi and Nanjing Lanbiao Digital Technology Co., Ltd.;110
    
    
    Sales contract dated April 4, 2009, between QiGi and Nanjing Chaoyue Tongxun Equipment Co., Ltd.;111.
    
    
    Sales contract dated April 4, 2009, between QiGi and Kunming Hengsheng Tongxun Co., Ltd.;112.
    
    
    Sales contract dated April 6,
2009, between QiGi and Jinan Depu Tongxing Equipment Co., Ltd.;113.
    
    
    Sales contract dated April 6,
2009, between QiGi and Huizhou Yicheng Technology Co., Ltd.;114.
    
    
    Sales contract dated April 7, 2009, between QiGi and Henan Ruite Tongxun Equipment Co., Ltd.;115.
    
    
    Sales contract dated April 8, 2009, between QiGi and Hangzhou Maoyi Co., Ltd.;
  47




---



##### 



Section Number
    
    Specific Disclosure116.
    
    
    Sales
contract dated April 8, 2009, between QiGi and Guangzhou Chuangwei
Electronics (CHINESE CHARACTERS) Technology Co., Ltd.;117.
    
    
    Sales contract dated April 8, 2009, between QiGi and Hanzhou Renxing Digital Technology Co., Ltd.;118.
    
    
    Sales contract dated April 8, 2009, between QiGi and Foshan Nanhai Tianjun Electronics Co., Ltd.;119.
    
    
    Sales contract dated April 8, 2009, between QiGi and Dongguan Lianyu Electronics Co., Ltd.;120.
    
    
    Sales contract dated April 8, 2009, between QiGi and Dalian Sanhe Weiye Digital Technology Co., Ltd.;121.
    
    
    Sales contract dated April 8, 2009, between QiGi and BeijingBode Technology Service Co., Ltd.;122.
    
    
    Sales contract dated April, 2009, between QiGi and Chengdu Huadao Shangmao Co., Ltd.;123.
    
    
    Sales contract dated April, 2009, between QiGi and Changde Yongxiang Maoyi Co., Ltd.;124.
    
    
    Sales contract dated April, 2009, between QiGi and Wuhan Zhongguang Tongxing Company;125.
    
    
    Sales contract dated April, 2009, between QiGi and Shandong Zhonglu Tongxing Technology Co., Ltd.;126.
    
    
    Sales contract dated April, 2009, between QiGi and Zhenzhou Ridian Huaxing Technology Co., Ltd.;127.
    
    
    Sales contract dated April, 2009, between QiGi and Yunnan Dianxing Co., Ltd. Information Technology Branch;128.
    
    
    Machinery purchase contract dated April 15, 2009, between QiGi and Zhejiang Rongxing Technology Development Co., Ltd.;129.
    
    
    Machinery purchase contract dated April 16, 2009, between QiGi and Guangzhou Technology Tongxing Technology Co., Ltd.;130.
    
    
    Machinery purchase contract dated April 16, 2009, between QiGi and Hangzhou Guangyuan Technology Co., Ltd.;131.
    
    
    Machinery purchase contract dated April 18, 2009, between QiGi and Guangdong Hexing Technology Co., Ltd.;132.
    
    
    Sales contract dated May 4, 2009, between QiGi and Tianjing Meiritong Shangmao Co., Ltd.;133.
    
    
    Sales contract dated May 5, 2009, between QiGi and Changsha Jianfengchaoliu Tongxun Equipment Company;134.
    
    
    Sales contract dated May 6, 2009, between QiGi and Shenzhen Lindawei Electronics Technology Shiye Co., Ltd.;135.
    
    
    Sales contract dated May 6, 2009, between QiGi and Chongming Yali Tongxun Technology Co., Ltd.;136.
    
    
    Sales contract dated May 7, 2009, between QiGi and Jinan Putongxing Equipment Co., Ltd.;137.
    
    
    Sales contract dated May 7, 2009, between QiGi and Guangzhou Yuanchang Maoyi Co., Ltd.;138.
    
    
    Sales contract dated May 7, 2009, between QiGi and Chengdu Hanbo Shangmao Co., Ltd.;139.
    
    
    Sales contract dated May 8, 2009, between QiGi and Chongqing Badatong Electronics Gongcheng Co., Ltd.;140.
    
    
    Sales contract dated May 8, 2009, between QiGi and Taiyuan Tianfuweiye Tongxun Equipment Co., Ltd.;
  48




---



##### 



Section Number
    
    Specific Disclosure141.
    
    
    Machinery purchase contract dated
May 10, 2009, between QiGi and Shenzhen Zhongketianbo Technology Co., Ltd.142.
    
    
    Machinery purchase contract dated May II, 2009, between QiGi and Zhejiang Rongxing Technology Development Co., Ltd.;143.
    
    
    Sales contract dated May 11,
2009, between QiGi and Shenzhen Jingyushikong Tongxun Equipment Co., Ltd.;144
    
    
    Sales contract dated May 2009,
between QiGi and Shenzhen Quanqi Digital Co., Ltd.;145.
    
    
    Machinery purchase contract dated May 12, 2009, between QiGi and Guangzhou Gaoketongxing Technology Co., Ltd.;146.
    
    
    Machinery purchase contract dated May 12, 2009, between QiGi and Hanzhou Guangyuan Technology Co., Ltd.;147.
    
    
    Sales contract dated May 12, 2009, between QiGi and Wuhan Zhongyu Electronics Co., Ltd.;148.
    
    
    Sales contract dated May 12, 2009, between QiGi and Shanghai E-Te Digital Co., Ltd.;149.
    
    
    Sales contract dated May 13, 2009, between QiGi and Yunnan Geling Digital Technology Co., Ltd.;150
    
    
    Sales contract dated May 13, 2009, between QiGi and Beijing Yiheng Technology Development Co., Ltd.;151
    
    
    Sales contract dated May 14, 2009, between QiGi and; Huizhou Yicheng Technology Co., Ltd.152.
    
    
    Sales contract dated May 14, 2009, between QiGi and Shijiazhuang Tianwen Tongxun Equipment Co., Ltd.;153.
    
    
    Sales contract dated May 15, 2009, between QiGi and Nanjing Runchang Electronics Co., Ltd.;154.
    
    
    Sales contract dated May 15, 2009, between QiGi and Wuhan Jiayuan Digital Technology Co., Ltd.;155.
    
    
    Sales contract dated May 18, 2009, between QiGi and Nanjing Lanbiao Digital Technology Co., Ltd.;156.
    
    
    Sales contract dated May 18, 2009, between QiGi and Hanzhong Yongquan Maoyi Co., Ltd.;157.
    
    
    Sales contract dated May 19, 2009, between QiGi and Guangzhou Chuangwei Electronics Technology Co., Ltd.;158.
    
    
    Sales contract dated May 20, 2009, between QiGi and Foshan Nanhai Tianjun Electronics Co., Ltd.;159.
    
    
    Sales contract dated May 22,
2009, between QiGi and Hennan Jielong Tongxing Technology Co., Ltd.;160.
    
    
    Order formdated May 22, 2009, between QiGi and Dexig Intelligent Mobile Technology(Beijing) Co., Ltd.;161.
    
    
    Sales contract dated May 25, 2009, between QiGi and Guangzhou Xiangjing Digital Technology Co., Ltd.;162
    
    
    Sales contract dated May 28, 2009, between QiGi and Changde Yongxiang Maoyi Co., Ltd.;163.
    
    
    Sales contract dated May 28, 2009, between QiGi and Langfang Langbo Tongxun Electronics Technology Co., Ltd.;164.
    
    
    Sales contract dated May 29, 2009, between QiGi and Chengdu Jiashi Shiye Jingchukou Maoyi Co., Ltd.;165.
    
    
    Sales contract dated May 29, 2009, between QiGi and Xingqiang Gongzhong Information Chanye Co., Ltd.;
  49




---



##### 



Section Number
    
    Specific Disclosure166.
    
    
    Sales contract dated June 1, 2009, between QiGi and Henan Zhongzheng Tongxun Co., Ltd.;167.
    
    
    Sales contract dated June 1, 2009, between QiGi and Hangzhou Jingpusheng Technology Co., Ltd.;168.
    
    
    Sales contract dated June 2, 2009, between QiGi and Kunming Bangsheng Technology Co., Ltd.;169.
    
    
    Machinery purchase contract dated June 3, 2009, between QiGi and Zhejiang Rongxing Technology Development Co., Ltd.;170.
    
    
    Order form dated June 4, 2009,
between QiGi and Dexing Intelligent Mobile Technology (HK) Co., Ltd.;171.
    
    
    Sales contract dated June 5, 2009, between QiGi and Kunming Wuyao Tongxun Equipment Co., Ltd.;172.
    
    
    Machinery purchase contract dated
June 7, 2009, between QiGi and Shenzhen Zhongketianbo Technology Co., Ltd.;173.
    
    
    Sales contract dated June 8, 2009, between QiGi and Nanning Hengrongchang Shangmao Co., Ltd.;174.
    
    
    Sales contract dated June 8, 2009, between QiGi and Rizhao Taitong Electronics Co., Ltd.;175.
    
    
    Machinery purchase contract dated June 8, 2009, between QiGi and Hangzhoug Guangyuan Technology Co., Ltd.;176.
    
    
    Machinery purchase contract dated June 9, 2009, between QiGi and Guangzhou Gaoke Tongxing Technology Co., Ltd.;177.
    
    
    Sales contract dated June 9, 2009, between QiGi and Zhuhai Sankeng Electronics Technology Co., Ltd.;178.
    
    
    Sales contract dated June 10, 2009, between QiGi and Zhuhai Shunlian Electronics Co., Ltd.;179.
    
    
    Sales contract dated June 10, 2009, between QiGi and Chongqing Kemei Tongxun Equipment Co., Ltd.;180.
    
    
    Sales contract dated June 11, 2009, between QiGi and Zhengzhou Yuguang Shangmao Copmany;181.
    
    
    Sales contract dated June 11,
2009, between QiGi and Shijiazhuang Tianwen Tongxun Equipment Co., Ltd.;182.
    
    
    Sales contract dated June 12,
2009, between QiGi and Beijing Yihengteng Technology Development Co., Ltd.;183.
    
    
    Sales contract dated June 15, 2009, between QiGi and Qingdao Jingweitiandi Electronics Co., Ltd.;184.
    
    
    Sales contract dated June 15, 2009, between QiGi and Shanghai Situman Sianxing Technology Co., Ltd.;185.
    
    
    Sales contract dated
June 2009, between QiGi and Quanzhou Huacheng Dianxing Maoyi Co., Ltd.;186.
    
    
    Sales contract dated June 18,
2009, between QiGi and Guangzhou Hengyoumi Maoyi Co., Ltd.;187.
    
    
    Sales contract dated June 19, 2009, between QiGi and Guangzhou Yuanchang Maoyi Co., Ltd.;188.
    
    
    Sales contract dated June, 2009, between QiGi and Fujian Huaqiao Group Shiye Company;189.
    
    
    Sales contract dated June, 2009, between QiGi and Changzhou Yuntuo Shangmao Co., Ltd.;190.
    
    
    Sales contract dated June 22, 2009, between QiGi and Changsha Zhongtian Tongxun Technology Co., Ltd.;
  50




---



##### 



Section Number
    
    Specific Disclosure191.
    
    
    Sales contract dated June 22,
2009, between QiGi and Nanjing Yingshui Tongxun Co., Ltd.;192.
    
    
    Sales contract dated June 23, 2009, between QiGi and Shanghai Yitianxia Technology Co., Ltd.;193.
    
    
    Sales contract dated June, 2009, between QiGi and Shenzhen Chuangfeier Electronics Technology Co., Ltd.;194.
    
    
    Sales contract dated June, 2009, between QiGi and Shanghai Longding Shangwu Co., Ltd.;195.
    
    
    Sales contract dated June 26, 2009, between QiGi and Shenzhen Jingbaolong Digital Technology Co., Ltd.;196.
    
    
    Sales contract dated June 26, 2009, between QiGi and Shishi Fanhua Dianxun Maoyi Co., Ltd.;197.
    
    
    Sales contract dated .June 26, 2009, between QiGi and Tianjing Chiwuxian Tongxun Technology Co., Ltd.;198.
    
    
    Sales contract dated June 29, 2009, between QiGi and Wuhan Bohong Information Technology Co., Ltd.;199.
    
    
    Sales contract dated .June 29, 2009, between QiGi and Shanxi Fanggeng Technology Development Co., Ltd.;200.
    
    
    Sales contract dated June 30, 2009, between QiGi and Tianjing Tiandi Weiye Technology Co., Ltd.;201.
    
    
    Sales contract dated June, 2009, between QiGi and Shandong Yiwei Information Technology Co., Ltd.;202.
    
    
    Sales contract dated June, 2009, between QiGi and Beijing Taixing Jiye Technology Development Co., Ltd.;203.
    
    
    Sales contract dated July 1, 2009, between QiGi and Chongqing Zhangshangqiankun Digital Technology Co., Ltd.;204.
    
    
    Sales contract dated July 1, 2009, between QiGi and Dalian Sanhe Weiye Digital Technology Co., Ltd.;205.
    
    
    Sales contract dated .July 2, 2009, between QiGi and Beijing Bote Technology Services Co., Ltd.;206.
    
    
    Machinery purchase contract dated July 2, 2009, between QiGi and Hangzhou Guangyuan Technology Co., Ltd.;207.
    
    
    Machinery purchase contract dated .July 3, 2009, between QiGi and Shenzhen Zhongketianbo Technology Co., Ltd.;208.
    
    
    Sales contract dated .July 3, 2009, between QiGi and Dongguan Lianyu Electronics Co., Ltd.;209.
    
    
    Sales contract dated July, 2009, between QiGi and Guangzhou Chuangwei Electronics Technology Co., Ltd.;210.
    
    
    Sales contract dated July, 2009, between QiGi and Hangzhou Yongquan Maoyi Co., Ltd.;211.
    
    
    Sales contract dated July, 2009,
between QiGi and Nanjing Chaoyue Tongxun Equipment Co., Ltd.;212.
    
    
    Sales contract dated July, 2009,
between QiGi and Wuhan Feiyang Technology Co., Ltd.;213.
    
    
    Sales contract dated July, 2009, between QiGi and Chengdu Sanling Shengan Information System Co., Ltd.;214.
    
    
    Sales contract dated .July 6, 2009, between QiGi and Hanzhou Renxing Digital Technology Co., Ltd.;215.
    
    
    Sales contract dated July 6, 2009, between QiGi and Hefei JIada Tongxun Technology Co., Ltd.;
  51




---



##### 



Section Number
    
    Specific Disclosure216.
    
    
    Sales contract dated .July 7, 2009, between QiGi and Huizhou Yicheng Technology Co., Ltd.;217.
    
    
    Machinery purchase contract dated .July 7, 2009, between QiGi and Zhejiang Rongxing Technology Development Co., Ltd.;218.
    
    
    Sales contract dated .July 8, 2009, between QiGi and Henan Ruite Tongxun Equipment Co., Ltd.;219.
    
    
    Sales contract dated July 8, 2009, between QiGi and Henan Depu Tongxing Equipment Co., Ltd.;220.
    
    
    Sales contract dated July 9, 2009, between QiGi and Kunming Hengsheng Tongxun Co., Ltd.;221.
    
    
    Sales contract dated .July 9, 2009, between QiGi and Nanjing Lanbiao Digital Technology Co., Ltd.;222.
    
    
    Sales contract dated July 10, 2009, between QiGi and Shanghai Liangzeng Gongcheng Co., Ltd.;223.
    
    
    Sales contract dated .July 10, 2009, between QiGi and Qingdao Weitiandi Electronics Co., Ltd.;224.
    
    
    Sales contract dated July 13, 2009, between QiGi and Shenzhen Quanqi Digital Co., Ltd.;225.
    
    
    Machinery purchase contract dated July 13, 2009, between QiGi and Guangzhou Gaoke Tongxing Technology Co., Ltd.;226.
    
    
    Sales contract dated July 13, 2009, between QiGi and Shanghai Shoushang Intelligence Tongxun Equipment Company;227.
    
    
    Sales contract dated July 15, 2009, between QiGi and Shenzhen Guoxing Tongxun Technology Co., Ltd.;228.
    
    
    Sales contract dated July 15, 2009, between QiGi and Suzhou Jingpai Mibile Phone Network Co., Ltd.;229.
    
    
    Sales contract dated July 16,
2009, between QiGi and Xiamen Huidesheng Maoyi Co., Ltd.;230.
    
    
    Sales contract dated July 16, 2009, between QiGi and Xuzhou Sanjiu Intelligence Tongxun Co., Ltd.;231.
    
    
    Sales contract dated .July 18, 2009, between QiGi and Yanhu Ninghu District Qiandao Tongxun Equipment Co., Ltd.;232.
    
    
    Sales contract dated July 20,
2009, between QiGi and Yiwu Daoye Internet Technology Co., Ltd.;233.
    
    
    Sales contract dated July 20, 2009, between QiGi and Kunming Changcheng Information Technology Co., Ltd.;234.
    
    
    Sales contract dated .July 21, 2009, between QiGi and Beijing Mobile Xingzhi Tongxun Technology Co., Ltd.;235.
    
    
    Sales contract dated .July 21, 2009, between QiGi and Taiyuan Huiling Tongxing Information Technology Co., Ltd.;236.
    
    
    Machinery purchase contract dated
August 2, 2009, between QiGi and Shenzhen Zhongketianbo Technology Co., Ltd.;237.
    
    
    Machinery purchase contract dated August 3, 2009, between QiGi and Zhejiang Rongxing Technology Development Co., Ltd.;238.
    
    
    Sales contract dated August 4, 2009, between QiGi and Chengdu Huadao Shangmao Co., Ltd.;239.
    
    
    Sales contract dated August 4, 2009, between QiGi and Guangzhou Zhongxian Electronics Technology Co., Ltd.;240.
    
    
    Sales contract dated August 4, 2009, between QiGi and Wuxi Intelligence Mobile Phone Technology Service Company;
  52




---



##### 



Section Number
    
    Specific Disclosure241.
    
    
    Machinery purchase contract dated August 5, 2009, between QiGi and Guangzhou Gaoke Tongxung Technology Co., Ltd.;242.
    
    
    Sales contract dated August, 2009, between QiGi and Xuzhou Yitong Intelligence Tongxun Co., Ltd.;243.
    
    
    Sales contract dated August, 2009, between QiGi and Chongqing Feihong Mobile Tongxun Equipment Co., Ltd.;244.
    
    
    Sales contract dated August, 2009, between QiGi and Taiyuan Tianfu Weiye Tongxun Equipment Co., Ltd.;245.
    
    
    Sales contract dated August, 2009, between QiGi and Shanghai E-Te Digital Co., Ltd.;246.
    
    
    Sales contract dated August, 2009, between QiGi and Wuhan Jiayuan Digital Technology Co., Ltd.;247.
    
    
    Sales contract dated August, 2009, between QiGi and Nanjing Lanbiao Digital Technology Co., Ltd.;248.
    
    
    Sales contract dated August, 2009, between QiGi and Foshan Nanhai Tianjun Electronics Co., Ltd.;249.
    
    
    Sales contract dated August, 2009, between QiGi and Zhengzhou Ridianhua Information Technology Co., Ltd.;250.
    
    
    Sales contract dated August, 2009, between QiGi and Yunnan Dianxing Co., Ltd. Information Technology Branch;251.
    
    
    Sales contract dated August 7, 2009, between QiGi and Jinan Depu Tongxing Equipment Co., Ltd.;252.
    
    
    Sales contract dated August 7, 2009, between QiGi and Chongming Yali Tongxun Technology Co., Ltd.;253.
    
    
    Sales contract dated August 10, 2009, between QiGi and Shenzhen Lindawei Electronics Technology Shiye Co., Ltd.;254.
    
    
    Sales contract dated August 10, 2009, between QiGi and Changsha Jianfenghu Chaoliu Tongxun Equipment Company;255.
    
    
    Sales contract dated August 13, 2009, between QiGi and Tianjin Miritong Shangmao Co., Ltd.;256.
    
    
    Sales contract dated August 17, 2009, between QiGi and Shenzhen (CHINESE CHARACTERS) Tongxun Equipment Co., Ltd.;257.
    
    
    Sales contract dated August 19, 2009, between QiGi and Shenzhen (CHINESE CHARACTERS) Digital Co., Ltd.;258.
    
    
    Sales contract dated August 19, 2009, between QiGi and Wuhan Zhongyu Electronics Co., Ltd.;259.
    
    
    Sales contract dated August 21, 2009, between QiGi and Yunnan Gelin Digital Technology Co., Ltd.;260.
    
    
    Sales contract dated August 21, 2009, between QiGi and Beijing Yihenteng Technology Development Co., Ltd.;261.
    
    
    Sales contract dated August 24, 2009, between QiGi and Huizhou Yicheng Technology Co., Ltd.;262.
    
    
    Sales contract dated August 27, 2009, between QiGi and Guangzhou Chuangwei Electronics (CHINESE CHARACTERS) Technology Co., Ltd.;263.
    
    
    Sales contract dated August 28, 2009, between QiGi and Henan Jielong Tongxin Technology Co., Ltd.;264.
    
    
    Sales contract dated August 28, 2009, between QiGi and Guangzhou Xiangjin Digital Technology Co., Ltd.;265.
    
    
    Sales contract dated August 31, 2009, between QiGi and Changde Yongxiang Maoyi Co., Ltd.;
  53




---



##### 



Section Number
    
    Specific Disclosure266.
    
    
    Sales contract dated August 31, 2009, between QiGi and Hunan Yingyuan Zhongxing Information Technology Co., Ltd.;267.
    
    
    Sales contract dated September 1, 2009, between QiGi and Yunnan Dianxing Co., Ltd. Information Technology Branch;268.
    
    
    Sales contract dated September 1, 2009, between QiGi and Shanghai Yitianxia Technology Co., Ltd.;269.
    
    
    Sales contract dated September 2, 2009, between QiGi and Shenzhen Jingbaolong Digital Technology Co., Ltd.;270.
    
    
    Machinery purchase contract dated September 2, 2009, between QiGi and Zhejiang Rongxing Technology Development Co., Ltd.;271.
    
    
    Machinery purchase contract dated September 2, 2009, between QiGi and Shenzhen Zhongke Tianbo Technology Co., Ltd.;272.
    
    
    Machinery purchase contract dated September 3, 2009, between QiGi and Shenzhen Zhongke Tianbo Technology Co., Ltd.;273.
    
    
    Sales contract dated September,
2009, between QiGi and Shenzhen Chuangfeier Electronics Technology Co., Ltd.;274.
    
    
    Sales contract dated September, 2009, between QiGi and Nanjing Yingshui Tongxun Co., Ltd.;275.
    
    
    Sales contract dated September, 2009, between QiGi and Guangzhou Hengmi Maoyi Co., Ltd.;276.
    
    
    Sales contract dated September, 2009, between QiGi and Beijing Hanming Xingtong Technology Co., Ltd.;277.
    
    
    Sales contract dated September, 2009, between QiGi and Kunming Bangsheng Technology Co., Ltd.;278.
    
    
    Sales contract dated September, 2009, between QiGi and Kunming Wuyao Tongxun Equipment Co., Ltd.;279.
    
    
    Sales contract dated September, 2009, between QiGi and Dongguan Lianyu Electronics Co., Ltd.;280.
    
    
    Sales contract dated September,
2009, between QiGi and Shijiazhuang Tainwen Tongxun Equipment Co., Ltd.;281.
    
    
    Sales contract dated September,
2009, between QiGi and Changzhou Yuntuo Shangmao Co., Ltd.;282.
    
    
    Sales contract dated September, 2009, between QiGi and Chengdu Jiashi Shiye Jingchukou Maoyi Co., Ltd.;283.
    
    
    Sales contract dated September, 2009, between QiGi and Zhenzhou Ridianhua Information Technology Co., Ltd.;284.
    
    
    Sales contract dated September, 2009, between QiGi and Xingqiang Gongzhong Information Chanye Co., Ltd.;285.
    
    
    Sales contract dated September, 2009, between QiGi and Langfang Langbo Tongxun Electronics Technology Co., Ltd.;286.
    
    
    Sales contract dated September 4, 2009, between QiGi and Shanghai Longding Shangwu Co., Ltd.;287.
    
    
    Sales contract dated September 4, 2009, between QiGi and Changsha Zhongtian Tongxun Technology Co., Ltd.;288.
    
    
    Sales contract dated September 4, 2009, between QiGi and Shanghai Longding Shangwu Co., Ltd.;289.
    
    
    Sales contract dated September 7, 2009, between QiGi and Guangzhou Yuanchang Maoyi Co., Ltd.;290.
    
    
    Machinery purchase contract dated September 8, 2009, between QiGi and Guangzhou Gaoke Tongxing Technology Co., Ltd.;
  54




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##### 



Section Number
    
    Specific Disclosure291.
    
    
    Advertising information distribution contract dated September 8, 2009, between QiGi and Beiheng Chaomeng Wangxing Technology Co., Ltd.;292.
    
    
    Sales contract dated September 9, 2009, between QiGi and Quanzhou Huachen Dianxun Maoyi Co., Ltd.;293.
    
    
    Sales contract dated September 9, 2009, between QiGi and Qingdao Jingwei Tiandi Electronics Co., Ltd.;294.
    
    
    Machinery purchase contract dated September 10, 2009, between QiGi and Zhejiang Rongxing Technology Development Co., Ltd.;295.
    
    
    Machinery purchase contract dated September 10, 2009, between QiGi and Shenzhen Zhongke Tianbo Technology Co., Ltd.;296.
    
    
    Sales contract dated September 11, 2009, between QiGi and Hefei Jiada Tongxun Technology Co., Ltd.;297.
    
    
    Sales contract dated September 11, 2009, between QiGi and Xiamen Huidesheng Maoyi Co., Ltd.;298.
    
    
    Sales contract dated September 14, 2009, between QiGi and Chongqing Tiandisheyuan Shangmao Co., Ltd.;299.
    
    
    Sales contract dated September 14, 2009, between QiGi and Henan Zhongzheng Tongxun Co., Ltd.;300.
    
    
    Sales contract dated September 16, 2009, between QiGi and Hangzhou Jingpu Technology Co., Ltd.;301.
    
    
    Sales contract dated September 17, 2009, between QiGi and Nanning Hengrongchang Shangmao Co., Ltd.;302.
    
    
    Sales contract dated September 17, 2009, between QiGi and Rizhao Taitong Electronics Co., Ltd.;303.
    
    
    Machinery purchase contract dated September 20, 2009, between QiGi and Zhejiang Rongxing Technology Development Co., Ltd.;304.
    
    
    Sales contract dated September 21, 2009, between QiGi and Zhuhai Sanken Electronics Technology Co., Ltd.;305.
    
    
    Sales contract dated September 21, 2009, between QiGi and Chongqing Kemei Tongxun Shebei Co., Ltd.;306.
    
    
    Sales contract dated September 23, 2009, between QiGi and Zhengzhou Yuguang Shangmao Co., Ltd.;307.
    
    
    Sales contract dated September 25, 2009, between QiGi and Beijing Yihengteng Technology Development Co., Ltd.;308.
    
    
    Sales contract dated September 28, 2009, between QiGi and Shanghai Tuman Dianxing Technology Co., Ltd.;309.
    
    
    Sales contract dated September 28, 2009, between QiGi and Fujian Huaqiao Shiye Group Co., Ltd.;310.
    
    
    Sales contract dated September 29, 2009, between QiGi and Shandong Zhonglu Tongxing Technology Co., Ltd.;311.
    
    
    Sales contract dated September 30, 2009, between QiGi and Tianjin Tiandi Weiye Technology Co., Ltd.
  55




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##### 



Section Number
    
    Specific DisclosureSection 10.4
    
    nilSection 11.1
    
    nilSection 11.3
    
    nilSection 13
    
    nilSection 15
    
    nilSection 16.1
    
    nilSection 16.7
    
    All the employees of the Domestic Company has participated in the mandatory social insurance scheme and the housing funds scheme.Section 17
    
    nilSection 18
    
    nilSection 22
    
    nilSection 23.1
    
    nilSection 23.2
    
    nil
  56




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##### 



SCHEDULE 7
 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
 Schedule 7
 1.
    
    Authorization.
  2.
    
    Compliance with other Instruments.
  3.
    
    Disclosure of Information.
 Section 4
 4.
    
    Purchase Entirely for Own Account.
   57




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##### 



SCHEDULE 8
 CAPITALIZATION TABLE
 ShareholdersShareholders
    
    (Class B Ordinary(Ordinary Shares)
    
    Shares)
    
    Number
    
    
    PercentageActive Century Holdings Limited
    
    
    
    
    96
    
    
    
    96
    %China Techfaith Wireless Communication Technology Limited
    
    
    4
    
    
    
    4
    %Total
    
    
    
    
    100
    
    
    
    100
    %
  58




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##### 



EXHIBIT A-1
 PLAN OF RESTRUCTURING
  59




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##### 



EXHIBIT A-2
 FORM OF CONTROL DOCUMENTS
  60




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##### 



EXHIBIT B
 RESTATED ARTICLES
  61




---



##### 



EXHIBIT C
 SHAREHOLDERS AGREEMENT
  62




---



##### 



EXHIBIT D
 LETTER OF COMMITMENT AND NON-COMPETE
  63




---



##### 



EXHIBIT E
 FORM OF EMPLOYMENT AGREEMENT
  64




---



##### 



EXHIBIT F-1
 FORM OF DIRECTOR COMPLIANCE CERTIFICATE
  65




---



##### 



EXHIBIT F-2
 FORM OF FOUNDERS COMPLIANCE CERTIFICATE
  66




---



##### 



EXHIBIT G   FORM OF INDEMNIFICATION AGREEMENT
  67




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##### 



EXHIBIT H
 FORM OF MANAGEMENT RIGHTS LETTER
  68




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##### 



EXHIBIT I
 FORM OF INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT
  69