**Agreement**This Agreement is made by and between the following parties:**Party A: Administration Committee of Shenyang Puhe New Town****Party B: Techfaith Wireless Technology Group Limited**Through amicable negotiation, both parties conclude the following Agreement for the Party B’suse of the land and development of the construction project in Shenyang Puhe New Town on theprinciple of equality, mutual benefits and bona fides.**Article 1 Introduction of the Project**Party B proposes to invest for the Tecface Communication Industrial Park Project inShenyang Puhe New Town, which particularly locates at Dao Yi Economic Development Zone, ShenBei New District, Shenyang, China, and the major content of construction includes the R&Dand sales centre, manufacturing plants, dorm buildings and etc. Under the premise that theconditions are ready for commencing the construction of the Project, the Project is planned to becommenced in April, 2011, and completed and put into operation in April, 2013, theconstruction period of which is 2 years.**Article 2 Amount of Investment**This Project company’s registered capital is RMB 240 million, its investment densityis RMB 3.1 million/mu, the scale of construction of this Project is 60000 squaremeters, and its plot ratio is 1.0, and after the Project is put into operation, theestimated total amount of taxes is RMB 50 million. The figure progress in the commencementyear shall be 30000 square meters, (the figure progress in thesecond year shall be 30000 square meters).
 
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**Article 3 Site Selection and Land Used**Party A agrees to grant 80 mu of land to Party B, the price of the land shall be the delistingprice, and the particular price shall subject to the state-owned land use right grant contractentered by Shenyang Planning and Land Resources Bureau and Party B, whereupon the total sum of theland shall be calculated.**Article 4 Payment of Project Security Money and Land Grant Fee** 1. Project security money: Party B shall pay the Project security money in theamount of RMB 5 million within two week after the execution of the Agreement. 2. Land grant fee. Party B shall pay the land grant fee in accordance with theprovisions of the “Confirmation of Transaction” after the land is delisted.**Article 5 Rights and Obligations of both Parties** 1. Party A’s rights and obligations (1) To examine the documents, certificates and relevant information submitted byParty B for handling the examination and approval formalities, and if the submitteddocuments comply with the approval conditions, Party A shall promptly approve them; ifthe submitted documents fails to comply with the conditions, Party A shall guide Party Bto re-submit the documents for approval. (2) To be responsible for planning, designing and the constructing the supportfacilities in the districts surround the land used for Party B’sProject.
 
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 (3) To assist Party B to handle the relevant formalities for the supply of water,electricity, stream (heating), gas and etc., upon Party B’s request 2. Party B’s rights and obligations (1) To provide Party A with complete and lawful documents, certificates and otherrelevant information required for the examination and approval; to handle variousexamination and approval formalities actively and promptly; to ensure to register withthe industrial & commercial and taxation departments of Puhe New Town (if the registeredbranch company is required to have the financially independent accounting status, theenterprise moved from other place shall complete the moving formalities in respect ofindustry & commerce and taxation prior to the project is put into operation). (2) To ensure that the Project will only be commenced after all examination andapproval formalities are approved, and the Project will be constructed in strictaccordance with the contents specified in Article 2 and the contents of the examinationand approval formalities in respect of planning and construction. (3) To handle the relevant formalities for the supply of water, electricity, stream(heating), gas and etc. with relevant departments by its own and at its own expenses.
 
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 (4) The levels of the site, and the construction roads and the openings of theused land plot shall subject to Party A’s approval, and the costs related to pavingthe site, road and making the openings shall be borne by Party B. (5) Party B shall be supervised by the relevant departments in accordance with therequirements of *Interim Measures for Supervising and Managing the Payment of the RuralMigrant Workers’ Salary in the Filed of Construction*, so as to avoid the arrears of therural migrant workers’ salaries due to failing of settlement of the Construction Cost,and at the same time Party B shall supervise and urge the construction enterprises to paythe security money for salaries, pay the rural migrant workers’ salaries fully andpromptly and Party B shall bear the joint and several liabilities.**Article 6 Liabilities for Defaults**If Party B fails to timely pay the Project security money and the land grant fee in accordancewith the provisions in this Agreement, this Agreement will automatically become invalid.If the following event occurs, Party A has the right to terminate this Agreement, take backthe land, forfeit the security money and rescind all the preferential policies, and Party B shallsolely bear all losses arising herefrom, and the land grant fee will be refunded as per theproportion of the original price: 1. Party B fails to obtain the legal formalities and illegally commences theconstruction. 2. Party B fails to commence the construction in accordance with the agreed schedule,or the figure progress fails to meet the requirements ofthis Agreement due to Party B’s own reasons.
 
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 3. The total actual investment amount, fixed asset investment amount, investmentdensity, plot ratio, total taxation amount and figure progress fails to meet thestandards specified in this Agreement or the foreign capital fails to be in place asscheduled. 4. Party B fails to register with the industry and commerce bureau of Puhe New Town.**Article 7 Force Majeure**After this Agreement becomes effective, if either party wholly or partly fails to perform thisAgreement due to the force majeure reason, the party affected by the force majeure shall not bearrelevant liabilities, but shall take all reasonable measures to minimize the loss caused by theforce majeure event, and give the other party written notice of the event and provide relevantevidence information within seven working days from the occurrence of such event.**Article 8 Resolution of Disputes** 1. Any dispute arising out of the execution and performance of this Agreement shall befirstly resolved through amicable negotiation between both parties; if no agreement isreached, either party may file a lawsuit with the people’s court at the place where PartyA locates at. 2. Any dispute between Party B and a third party arising out of the use of land,development and construction of the Project and any other matter under this Agreementshall not involve Party A, and Party B shall besolely responsible for the civil liabilities and other legal liabilities, and resolvesuch dispute by its own. Party B and the third party shall not, in any way, obstructor prevent Party A from exercising rights towards such land plot, otherwise Party Ashall have the right to clear out Party B and such third party in accordance with theprovisions of this Agreement.
 
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**Article 9 Matters not Covered by this Agreement**Both parties shall resolve the matters not covered by this Agreement through mutualnegotiation and execute a written agreement. Both this Agreement and the appendices attached heretoshall form the valid parts of this Agreement and the appendices shall have the same legal force andeffect with this Agreement.**Article 10 Supplementary Provision**This Agreement becomes effective upon it is signed and affixed with the common seals by thelegal representatives or authorized representatives of both parties. This Agreement is made inquadruplicate, and either party holds two copies for mutual compliance and performance.   Part A: Administration Committee of Shenyang Puhe New TownLegal representative (or authorized representative): /s/ Wang ZhongbaoSignatureDate: 05/10/2011 (mm/dd/yy)   Part B: Techfaith Wireless Technology Group LimitedLegal representative(or authorized representative): /s/ Wang ZhongbaoSignatureDate: 05/10/2011 (mm/dd/yy)
 
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**Supplementary Agreement**This Supplementary Agreement is made by and between the following parties:**Party A: Administration Committee of Shenyang Puhe New Town****Party B: Techfaith Wireless Technology Group Limited**Through the amicable negotiation between both parties, as to the matter that Party B investsto construct Tecface Communication Industrial Park Project in Party A’s district, Party Aundertakes to conclude the following Supplementary Agreement.1. This Project is developed in the manner of joint venture, Techfaith Group invests RMB 200million (foreign capital investment), and the district government invests RMB 40 million (whichaccounts for 16.7% of the shares, including the RMB 20 million invested by the district governmentand RMB 100 million invested by Techfaith in the form of foreign capital in 2011, as well as theRMB 20 million invested by the district government and RMB 100 million invested by Techfaith in theform of foreign capital in 2012).2. Whereas the development of this Project has enormous potential, Party A agrees to supportParty B with the technical support funds, among which the Project support amount is the differencebetween the delisting price of the land and RMB 50,000 /mu, and the support funds will be paidwithin one month after the land grant fee is fully paid. The relevant taxes shall be borne by PartyB.
 
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3. In order to support the fast development of this Project, Party A provides the fundamentalconstruction fixed asset investment allowance and infrastructure allowance in the amount of RMB 10million.4. If Party B’s total actual investment amount of the Project, fixed asset investment amount,investment density, plot ratio, total taxation amount and figure progress fails to meet thestandards specified in this Agreement or the foreign capital fails to be in place as scheduled,Party A will rescind all above preferential policies, and Party A has the right to take back theland and the buildings and facilities on land free of charges, and all the resulting losses shallbe solely borne by Party B.5. This Supplementary Agreement is made in quadruplicate, and either party holds two copies,which shall become effective upon it is signed by the authorized representatives of both partiesand used in conjunction with the master Agreement.   Part A: Administration Committee of Shenyang Puhe New TownLegal representative(or authorized representative): /s/ Wang ZhongbaoSignatureDate: 05/10/2011 (mm/dd/yy)   Part B: Techfaith Wireless Technology Group LimitedLegal representative(or authorized representative): /s/ Wang ZhongbaoSignatureDate: 05/10/2011 (mm/dd/yy)
 
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