YINLIPS
      TECHNOLOGY, INC.

     

    COMMON
      STOCK PURCHASE AGREEMENT

     

     

    THIS
      COMMON STOCK PURCHASE AGREEMENT(the
      “Agreement”)
      is
      made as of the 14th
      day of
      November 2008, by and between Yinlips Technology, Inc., a Delaware corporation
      (the “Company”),
      and
      Zhao Zifeng (“Purchaser”).

     

    Whereas,
      the
      Company desires to issue, and Purchaser desires to acquire, stock of the Company
      as herein described, on the terms and conditions hereinafter set
      forth;

     

    Now,
      Therefore, It Is Agreed
      between
      the parties as follows:

     

    1.  Purchase
      and Sale of Stock.
      Purchaser hereby agrees to acquire from the Company, and the Company hereby
      agrees to sell to Purchaser, an aggregate of Six Million Five Hundred
      (6,500,000) shares of the Common Stock of the Company, par value $0.001 per
      share (the “Securities”),
      in
      consideration for $2,697,500.00. 

     

    2.  The
      closing hereunder, including payment for and delivery of the Securities shall
      occur at the offices of the Company immediately following the execution of
      this
      Agreement, or at such other time and place as the parties may mutually agree,
      such monies to be released subject to that certain Escrow Agreement dated
      October 17, 2008.

     

    3.  Restrictive
      Legends.
      All
      certificates representing the Securities shall have endorsed thereon legends
      in
      substantially the following forms (in addition to any other legend which may
      be
      required by other agreements between the parties hereto):

     

    (a)  “THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933 AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE,
      PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
      AS
      TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE
      COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”

     

    (b)  Any
      legend required by appropriate blue sky officials.

     

    4.  Investment
      Representations.
      In
      connection with the purchase of the Securities, Purchaser represents to the
      Company the following:

     

    (a)  Purchaser
      has such knowledge and experience in financial and business matters that
      Purchaser is capable of evaluating the merits and risks of the acquisition
      of
      the Securities and, by reason of Purchaser’s financial and business experience
      (either alone or together with any Purchaser representative), Purchaser has
      the
      capacity to protect Purchaser’s interest in connection with the acquisition of
      the Securities. Purchaser is financially able to bear the economic risk of
      the
      investment, including the total loss thereof. If Purchaser is a corporation,
      partnership, trust or other entity, Purchaser was not organized for the specific
      purpose of acquiring the Securities.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b)  Purchaser
      has (i) a preexisting personal or business relationship with the Company or
      one or more of its officers, directors, or control persons or (ii) by
      reason of Purchaser’s business or financial experience, or by reason of the
      business or financial experience of Purchaser’s financial advisor who is
      unaffiliated with and who is not compensated, directly or indirectly, by the
      Company of any affiliate or selling agent of the Company, Purchaser is capable
      of evaluating the risks and merits of this investment and of protecting
      Purchaser’s own interests in connection with this investment

     

    (c)  Purchaser
      has received and reviewed all information Purchaser considers necessary or
      appropriate for deciding whether to purchase the Securities. Purchaser further
      represents that Purchaser has had an opportunity to ask questions and receive
      answers from the Company and its officers and employees regarding the terms
      and
      conditions of purchase of the Securities and regarding the business, financial
      affairs and other aspects of the Company and has further had the opportunity
      to
      obtain any information (to the extent the Company possesses or can acquire
      such
      information without unreasonable effort or expense) which Purchaser deems
      necessary to evaluate the investment and to verify the accuracy of information
      otherwise provided to Purchaser.

     

    (d)  Purchaser
      acknowledges that the Securities have not been registered under the Securities
      Act of 1933, as amended (the “Act”),
      or
      qualified under any applicable blue sky laws in reliance, in part, on the
      representations and warranties herein. Such Securities are being acquired by
      Purchaser for investment purposes for Purchaser’s own account only and not for
      sale or with a view to distribution of all or any part of such Securities.
      No
      other person will have any direct or indirect beneficial interest in the
      Securities.

     

    (e)  Purchaser
      understands that the Securities are “restricted securities” under the federal
      securities laws in that such securities will be acquired in a transaction not
      involving a public offering, and that under such laws and applicable regulations
      such securities may be resold without registration under the Act only in certain
      limited circumstances and that otherwise such securities must be held
      indefinitely. In this connection, Purchaser represents that Purchaser
      understands the resale limitations imposed by the Act and is familiar with
      SEC
      Rule 144, as presently in effect, and the conditions which must be met in order
      for that Rule to be available for resale of “restricted securities,” including
      the requirement that the securities must be held for at least one year after
      Purchaser acquires the securities from the Company prior to resale and the
      condition that there be available to the public current information about the
      Company under certain circumstances. Purchaser understands that the Company
      has
      not made such information available to the public and has no present plans
      to do
      so.

     

    (f)  Without
      in any way limiting the representations set forth above, Purchaser further
      agrees not to make any disposition of all or any portion of the Securities
      purchased hereunder unless and until:

     

    
      
         

      

      
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    (i)  There
      is
      then in effect a registration statement under the Act covering such proposed
      disposition and such disposition is made in accordance with such registration
      statement and any applicable requirements of state securities laws;
      or

     

    (ii)  (A)Purchaser
      shall have notified the Company of the proposed disposition and shall have
      furnished the Company with a detailed statement of the circumstances surrounding
      the proposed disposition and (B) if reasonably requested by the Company,
      Purchaser shall have furnished Company with a written opinion of counsel,
      reasonably satisfactory to the Company, that such disposition will not require
      registration of any securities under the Act or the consent of or a permit
      from
      appropriate authorities under any applicable state securities law. Purchaser
      understands that the Company will not require opinions of counsel for
      transactions made pursuant to SEC Rule 144, provided it is provided with
      all certificates and other information it may reasonably request to permit
      it to
      determine that the subject disposition is, in fact, exempt from the registration
      requirements of the Act pursuant to SEC Rule 144.

     

    (g)  In
      the
      case of any disposition of any of the Securities pursuant to SEC Rule 144,
      in
      addition to the matters set forth in paragraph (f) above, Purchaser shall
      promptly forward to the Company a copy of any Form 144 filed with the SEC
      with respect to such disposition and a letter from the executing broker
      satisfactory to the Company evidencing compliance with SEC Rule 144. If SEC
      Rule 144 is amended or if the SEC’s interpretation thereof in effect at the time
      of any such disposition by Purchaser have changed from its present
      interpretations thereof, Purchaser shall provide the Company with such
      additional documents as it may reasonably require.

     

    (h) Purchaser
      has received all requisite approvals from the competent authorities in the
      People's Republic of China, and all required registrations, certifications
      and
      approvals for the purchase of the Securities under the
      laws of
      the People's Republic of China have been received by the Purchaser.

    


     

    5.  Refusal
      to Transfer. The
      Company shall not be required (a) to transfer on its books any shares of
      Securities of the Company which shall have been transferred in violation of
      any
      of the provisions set forth in this Agreement or (b) to treat as owner of such
      shares or to accord the right to vote as such owner or to pay dividends to
      any
      transferee to whom such shares shall have been so transferred.

     

    6.  No
      Employment Rights. This
      Agreement is not an employment contract and nothing in this Agreement shall
      affect in any manner whatsoever the right or power of the Company (or a parent
      or subsidiary of the Company) to terminate Purchaser’s employment for any reason
      at any time, with or without cause and with or without notice.

     

    7.  Miscellaneous.

     

    (a)  Notices.
      Any
      notice required or permitted hereunder shall be given in writing and shall
      be
      deemed effectively given upon personal delivery or sent by telegram or fax
      or
      upon deposit in the United States Post Office, by registered or certified mail
      with postage and fees prepaid, addressed to the other party hereto at his
      address hereinafter shown below its signature or at such other address as such
      party may designate by ten (10) days’ advance written notice to the other party
      hereto.

     

    
      
         

      

      
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    (b)  Successors
      and Assigns. This
      Agreement shall inure to the benefit of the successors and assigns of the
      Company and, subject to the restrictions on transfer herein set forth, be
      binding upon Purchaser, Purchaser’s successors, and assigns. 

     

    (c)  Attorneys’
      Fees; Specific Performance.  Purchaser
      shall reimburse the Company for all costs incurred by the Company in enforcing
      the performance of, or protecting its rights under, any part of this Agreement,
      including reasonable costs of investigation and attorneys’ fees.  

     

    (d)  Governing
      Law; Venue.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Delaware. The parties agree that any action brought by either party
      to
      interpret or enforce any provision of this Agreement shall be brought in, and
      each party agrees to, and does hereby, submit to the jurisdiction and venue
      of,
      the appropriate state or federal court for the district encompassing the
      Company’s principal place of business.

     

    (e)  Further
      Execution.
      The
      parties agree to take all such further action (s) as may reasonably be necessary
      to carry out and consummate this Agreement as soon as practicable, and to take
      whatever steps may be necessary to obtain any governmental approval in
      connection with or otherwise qualify the issuance of the securities that are
      the
      subject of this Agreement.

     

    (f)  Independent
      Counsel.
      Purchaser acknowledges that this Agreement has been prepared on behalf of the
      Company by K&L Gates LLP, counsel to the Company and that K&L Gates LLP
      does not represent, and is not acting on behalf of, Purchaser. Purchaser has
      been provided with an opportunity to consult with Purchaser’s own counsel with
      respect to this Agreement.

     

    (g)  Entire
      Agreement; Amendment.
      This
      Agreement constitutes the entire agreement between the parties with respect
      to
      the subject matter hereof and supersedes and merges all prior agreements or
      understandings, whether written or oral. This Agreement may not be amended,
      modified or revoked, in whole or in part, except by an agreement in writing
      signed by each of the parties hereto.

     

    (h)  Severability.
      If one
      or more provisions of this Agreement are held to be unenforceable under
      applicable law, the parties agree to renegotiate such provision in good faith.
      In the event that the parties cannot reach a mutually agreeable and enforceable
      replacement for such provision, then (i) such provision shall be excluded from
      this Agreement, (ii) the balance of the Agreement shall be interpreted as if
      such provision were so excluded and (iii) the balance of the Agreement shall
      be
      enforceable in accordance with its terms.

     

    (i)  Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original and all of which together shall constitute one
      instrument.

     

    
      
         

      

      
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    In
      Witness Whereof,
      the
      parties hereto have executed this Agreement as of the day and year first above
      written.

    
      	 	 	 
	 	
              YINLIPS
                TECHNOLOGY, INC.

            
	 
 	 
 	
               

              
 

            
	 	  	By:  
              /s/ Simon Zhang
	 	
              
                

              

            
	 	
              Name:
                Simon Zhang

               

              Title:
                Chief Financial Officer

               

              Address:
                Room 2929-31, NanGuang JieJia 

              Building.
                No. 3037 Shen South-mid Road, FuTian 

              District,
                ShenZhen, GuangDong, People’s Republic 

              of
                China

            


    

     

     

     

    
      
        	 	 	 
	 	
                ZHAO
                  ZIFENG

              
	 
 	 
 	
                 

                
 

              
	 	  	By:  
                /s/ Zhao Zifeng
	 	
                
                  

                

              
	 	
                Address:
                  No. 90, West Street, Shengzhong Town, 

                Nanbu
                  County, Sichuang Province, People’s 

                Republic
                  of China

              


      

       

       

      
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