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                                                                     EXHIBIT 4.3

                         DATED 26th day of January 2004

                            DF CHINA TECHNOLOGY INC.
                                  (THE VENDOR)

                                       AND

                              GUMPTION TRADING LTD
                                 (THE PURCHASER)

                                       AND

                       GUANGZHOU DRANSFIELD PAPER LIMITED
                                     (GDPL)

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

                                AGREEMENT FOR THE
                           SALE AND PURCHASE OF SHARES
               IN CERTAIN SUBSIDIARIES OF DF CHINA TECHNOLOGY INC.
                          AND CERTAIN ASSETS IN THE PRC

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

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THIS AGREEMENT is made on the   26th         day of   January    , 2004.

BETWEEN:

(1)   DF CHINA TECHNOLOGY INC, a company incorporated in the British Virgin
      Islands, whose shares are listed on the Nasdaq SmallCap Market and whose
      registered office is situate at Craigmur Chambers, P.O. Box 71, Road Town,
      Tortola, British Virgin Islands ("the Vendor") of the one part;

(2)   GUMPTION TRADING LIMITED, a company incorporated in the British Virgin
      Islands, whose registered office is at P.O. Box 3174, Road Town, Tortola,
      British Virgin Islands ("the Purchaser") of the second part; and

(3)   Guangzhou Dransfield Paper Ltd, a company incorporated in the PRC, whose
      registered office is situate at Taiping Industrial Zone, Conghua,
      Guangzhou, Guangdong Province, China ("GDPL") of the third part.

WHEREAS:

(A)   The Vendor is the beneficial owner of all the issued shares in the
      companies as contained in Schedule 1 (collectively hereafter called the
      "Subsidiary Companies").

(B)   The Vendor has agreed to sell and the Purchaser has agreed to purchase the
      Sale Shares (as hereinafter defined) upon and subject to the terms and
      conditions hereinafter appearing.

(C)   GDPL has agreed to sell and the Purchaser has agreed to purchase the PRC
      Assets (1).

NOW IT IS HEREBY AGREED as follows:

1.    INTERPRETATION

1.01  In this Agreement, unless the context requires otherwise:

      "Accounting Date" means 31st March 2003;

      "Audited Accounts" means the audited balance sheet of the Vendor made up
      as at the Accounting Date and the audited profit and loss accounts of the
      Subsidiary Companies for the year ended on that date, copies of which are
      annexed hereto as "Appendix A" and initialed for the purposes of
      identification by the parties hereto;

      "Completion" means completion of the sale and purchase of the Sale Shares
      as specified in Clause 6;

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      "Completion Date" means 28 January 2004 (or such later or other date as
      the parties may agree in writing prior to Completion);

      "Consideration" means the consideration for the transfer of the Sale
      Shares being the sum(s) specified in Clause 3;

      "Contingent Liabilities" means the liabilities incurred by the Vendor, the
      Companies and the Subsidiary Companies prior to the Completion Date and
      have not been disclosed in the Accounts;

      "Contracts" means the contracts, agreements entered into between the
      Subsidiary Companies and the customers;

      "Employees' Entitlements" means all liabilities of the Company to the
      Existing Employees which have been or shall be incurred and/or payable by
      the Subsidiary Companies on or before the Completion Date, including but
      not limited to all salaries, emoluments, benefits, long service payments,
      severance payments, all contributions required to be made by the Company
      pursuant to the Scheme in relation to any former or Existing Employees,
      any other claims by any Existing Employees against the Subsidiary
      Companies, whether under the Employment Ordinance or otherwise;

      "Deed of Guarantee" means the deed of guarantee to be executed by the
      Guarantor under Clause 5.03 hereof;

      "Existing Employees" means all persons employed by the Subsidiary
      Companies as at the date of this Agreement;

      "Guarantor" means [CHINESE CHARACTER] (Qingdao Haotian
      Investment Limited)

      "Hong Kong" means Hong Kong Special Administrative Region;

      "Leased Back Assets" means those assets particulars of which are set out
      in Schedule 3;

      "PRC" means the Peoples' Republic of China;

      "PRC Assets" means those PRC factory premises and landed properties,
      machines and equipment under Schedule 2 described as located in the PRC,
      other than in Conghua, the PRC;

      "PRC Assets (1) means those PRC factory premises and landed properties,
      machines and equipment described as located in Conghua, the PRC under
      Schedule 2(1) hereto;

      "PRC" means the People's Republic of China;

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      "Management Accounts" means the unaudited balance sheet of the Vendor made
      up to and including 31 December 2003 and the profit and loss account of
      the Vendor for the period from 1 April 2003 to 31 December 2003, copies of
      which are annexed hereto as "Appendix B" and initialed for the purposes of
      identification by the parties hereto;

      "Sale Shares" means the shares in the issued share capital of the
      Subsidiary Companies representing the entire issued capital of each of the
      Subsidiary Companies contained in Schedule 1, to be bought and sold
      pursuant to Clause 2 hereof;

1.02  References to statutory provisions shall be construed as references to
      those provisions as amended or re-enacted or as their application is
      modified by other provisions (whether before or after the date hereof)
      from time to time and shall include any provisions of which they are
      re-enactments (whether with or without modification).

1.03  References herein to Clauses and Schedules are to clauses in and schedules
      to this Agreement unless the context requires otherwise and the Schedules
      to this Agreement shall be deemed to form part of this Agreement.

1.04  The expressions "the Vendor", "the Purchaser" shall, where the context
      permits, include their respective successors, and permitted assigns.

1.05  All representations, warranties, undertakings, indemnities, covenants,
      agreements and obligations given or entered into by more than one person
      are given or entered into jointly and severally.

1.06  The headings are inserted for convenience only and shall not affect the
      construction of this Agreement.

1.07  Unless the context requires otherwise, words importing the singular
      include the plural and vice versa and words importing a gender include
      every gender.

2.    SALE OF SALE SHARES AND ASSETS IN THE PRC

2.01  Subject to the terms of this Agreement, the Vendor shall sell as
      beneficial owner (and the Vendor shall cause its nominee to transfer the
      legal ownership of the Sale Shares held by it as a nominee on trust in
      favor of the Vendor) and the Purchaser in reliance on the Warranties
      herein contained shall purchase the Sale Shares free from all liens,
      charges and encumbrances and together with all rights now or hereafter
      attaching thereto including all dividends and distributions declared, made
      or paid on or after the date of this Agreement.

2.02  Subject to the terms of this Agreement, GDPL shall sell as beneficial
      owner and the Purchaser in reliance on the Warranties herein contained
      shall

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      purchase the PRC Assets (1) on "as is" basis free from all liens, charges
      and encumbrances and together with all rights now or hereafter attaching
      thereto.

3.    CONSIDERATION

3.01  The considerations for the purchase of the Sale Shares by the Purchaser
      being the sum(s) specified in Schedule 1 and payable by the Purchaser to
      the Vendor by way of cash payment on Completion.

3.02  The consideration for the purchase of the PRC Assets (1) by the Purchaser
      is HK$1.00 and payable by the Purchaser to GDPL by way of cash payment on
      Completion.

4.    LEASED BACK ASSETS

4.01  It is agreed between GDPL and the Purchaser that the Leased Back Assets,
      particulars of which are contained in Schedule 3 hereto, are to be leased
      back to GDPL at the consideration of HK$1.00 per annum for the continuing
      operation of the GDPL's paper business for a term of one year from the
      date hereof and renewable yearly thereafter upon mutual agreement.

4.02  It is hereby agreed that all debts and liabilities (including but not
      limited to taxation liabilities) in relation to or arising from or
      concerning any of the Leased Back Assets or incurred or arising out of or
      attributable to any activities or actions or events carried out or taken
      or occurred in relation to or connection with the Leased Back Assets,
      occurred before and after Completion shall be borne by the Purchaser.

5.    CONDITIONS

5.01  The Vendor and GDPL shall use all best endeavors to procure the
      fulfillment of the conditions set out herein on or before the Completion
      Date.

5.02  The Purchaser shall covenant with the Vendor and GDPL that it shall
      indemnify and at all times keep the Vendor and GDPL indemnified against
      taxation and all Contingent Liabilities falling on the Vendor and GDPL
      resulting from or by reference to any income, profits or gains earned,
      accrued or received on or before Completion, lawsuits (existing or
      potential), whether done or in conjunction with any circumstances whenever
      occurring.

5.03  The Purchaser shall procure the Guarantor to execute the Deed of Guarantee
      in favor of the Vendor and GDPL in the form annexed hereto as "Schedule 4"
      that the Guarantor shall guarantee the due performance by the Purchaser
      under Clauses 5.01 and 5.02 hereof and the due performance by the
      Purchaser of the obligations of the Purchaser under Clauses 9 hereto.

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6.    COMPLETION

6.01  Subject to the fulfillment of the Conditions in Clauses 5.01, 5.02 and
      5.03 above, Completion shall take place at the Vendor's office on the
      Completion Date or at such other place and time as shall be mutually
      agreed (time in either case being of the essence), when all (but not some
      only) of the events described in Clause 6.02 and 6.03 and 6.04 shall
      occur.

6.02  At Completion, the Vendor shall:

      (a)   deliver or cause to be delivered to the Purchaser:

            (i)    the instruments of transfers and sold notes in respect of the
                   Sale Shares duly executed by the Vendor and its bare trustee
                   in favour of the Purchaser (and/or its nominees) accompanied
                   by the relevant certificates for the Sale Shares, declaration
                   of trust by the Vendor's nominee holding any of the Sale
                   Shares for the Vendor, together with a cheque for the amount
                   representing the Vendor's half share of stamp duty, if any,
                   payable for the sale and transfer of the Sale Shares drawn in
                   favour of the Government of the Hong Kong Special
                   Administrative Region;

            (ii)   such waivers or consents as the Purchaser may require to
                   enable the Purchaser or its nominees to be registered as the
                   holders of any of the Sale Shares;

            (iv)   all the statutory and other books and records required under
                   the laws to be kept by the Subsidiary Company (including
                   financial and accounting records, registers of members,
                   directors, secretary, transfers and mortgages, minutes of
                   directors and shareholders) duly written up to date of the
                   Company and its certificate of incorporation, current
                   business registration certificate and common seal and any
                   other papers, records and documents of the Subsidiary
                   Companies;

            (v)    all documents (save in respect of those the Purchaser
                   thereafter agrees to waive) relating to the Subsidiary
                   Companies and their assets and business, including but not
                   limited to, the Contracts, purchase orders, invoices,
                   accounts information, relevant deeds, registration documents,
                   all correspondence, documents, papers, technical manual
                   relating to the business of the Subsidiary Companies, and all
                   licenses and permits required for the Subsidiary Companies
                   and the Policies and all licenses and registration documents
                   in relation to the Vehicles, if any, etc;

            (vi)   such signed forms and documents in the approved form as may
                   be required to be given to the relevant government
                   departments authorizing and confirming the change of existing
                   responsible

                                     - 5 -
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                   or authorized person(s) of the Vendor and Subsidiary
                   Companies in relation to any Licenses or Permits registered
                   in the name of the Vendor or Subsidiary Companies;

            (vii)  signed letters of resignations in the approved terms form
                   from the existing directors as the directors of the
                   Subsidiary Companies and the existing secretary as the
                   secretary of the Subsidiary Companies, such resignations to
                   take effect from close of the meeting of the board of
                   directors of the Subsidiary Companies referred to in 6.02(b)
                   below respectively;

            (viii) certified copy of directors of the Vendor in the approved
                   form approving the sale of the Sale Shares to the Purchaser
                   upon the terms and conditions herein contained and the
                   execution of the Vendor of this Agreement and any other
                   documents ancillary thereto;

            (ix)   and such other documents as may be required to give to the
                   Purchaser good title to the Sale Shares and to enable the
                   Purchaser or its nominees to become the registered holders
                   thereof;

      (b)   and the Vendor shall cause the existing directors of the Subsidiary
            Companies to hold respective meetings at which the existing
            directors shall pass resolutions to approve :-

            (i)   the registration of the Purchaser and its nominee as members
                  of the Subsidiary Companies and issue the relevant share
                  certificates to the Purchaser and its nominee subject only to
                  the production of duly stamped and completed instruments of
                  transfer in respect of the Sale Shares; and

            (ii)  the appointment of such persons as the Purchaser may nominate
                  as directors of the Subsidiary Companies and upon such
                  appointment forthwith, the resignation of the existing
                  directors and secretary of the Subsidiary Companies from their
                  respective offices and as employees, each delivering to the
                  Purchaser a letter under seal acknowledging that the person so
                  retiring has no claim outstanding for compensation or
                  otherwise against the Subsidiary Companies;

            (iii) the revocation of all authorities to the banker of the
                  Subsidiary Companies relating to Bank Accounts and the
                  authorization to such persons as the Purchaser may nominate to
                  operate the same;

            (iv)  the change of authorized person(s) in relation to the
                  Licenses/ Permits or the Subsidiary Companies;

            and deliver the original copy of the said resolutions to the
            Purchaser.

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6.03  Upon Completion, GDPL shall deliver all title in relation to the PRC
      Assets (1) in "as is" condition to the Purchaser.

6.04  Upon Completion, the Purchaser shall:

      (a)   pay to the Vendor and GDPL in cash for the Considerations under
            Clause 3 in favor of the Vendor and GDPL respectively or as it in
            writing may direct (whose receipt shall be an absolute discharge
            therefor);

      (b)   deliver the Deed of Guarantee in favor of the Vendor and GDPL in the
            form shown in Schedule 4 duly executed by the Guarantor;

      (c)   execute and deliver the certified copy of directors of the Purchaser
            in the approved form approving the purchase of the Sale Shares and
            the PRC Assets (1) from the Vendor and GDPL respectively upon the
            terms and conditions herein contained and the execution of the
            Purchaser of this Agreement and any other documents ancillary
            thereto;

6.05  Without prejudice to any other remedies available to the Vendor and GDPL,
      if in any respect the provisions of Clauses 6.02, 6.03 and 6.04 are not
      complied with by the Purchaser on the Completion Date, the Vendor and GDPL
      may:

      (a)   defer Completion to a date not more than 28 days after the
            Completion Date; or

      (b)   proceed to Completion so far as practicable (without prejudice to
            its rights hereunder); or

      (c)   rescind this Agreement.

7.    DUE DILIGENCE

7.01  As soon as practicable after the signing of this Agreement, the Purchaser
      may conduct such due diligence on the Subsidiary Companies which at its
      absolute discretion it deems appropriate and the Vendor shall cause the
      Subsidiary Companies and the relevant personnel of the Companies and the
      Subsidiary Companies to afford the Purchaser full access to inspect during
      normal business hours all books and records of the Subsidiary Companies
      and furnish to the Purchaser all information and documents concerning the
      Company and its affairs as the Purchaser may reasonably require and
      provide.

7.02  The Purchaser hereby undertakes that it will not, prior to Completion,
      save as required by law, divulge any confidential information relating to
      the Subsidiary Companies and the relevant personnel of the Subsidiary
      Companies and the Subsidiary Companies obtained by it pursuant to this
      Clause 7.01 to any person other than its officers, employees or
      professional advisers.

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8.    OBLIGATIONS OF THE VENDOR AND THE PURCHASER

8.01  a) In respect of those of the assets located in the PRC, it is hereby
      specifically agreed that:-

            (i)   the Vendor and GDPL shall procure that all of those PRC Assets
                  and PRC Assets (1) described as located in the PRC under
                  Schedule 2 and Schedule 2(1) respectively other than those
                  being leased back under Schedule 3 to the GDPL, shall be
                  delivered to the Purchaser by 31 January 2004 or on Completion
                  and the Purchaser shall procure the Subsidiary Companies to
                  assist the Vendor in respect of this arrangement as may be
                  reasonably requested by the Vendor and at the expenses to the
                  Purchaser;

            (ii)  all costs and expenses for such removal and delivery of and
                  all duties, taxes and penalties payable and liabilities to the
                  PRC and Hong Kong government authorities in relation to the
                  aforesaid PRC Assets and PRC Assets (1) shall be borne by the
                  Purchaser, and the Purchaser hereby undertake to the Vendor
                  and GDPL respectively that the Purchaser shall keep the Vendor
                  and GDPL respectively indemnified in respect of all such
                  costs, expenses, duties, taxes and penalties and liabilities;

            (iii) Without prejudice to or limiting the generality of the
                  foregoing and/or any other rights and remedies of the
                  Subsidiary Companies and the Vendor and GDPL hereunder or
                  otherwise, but subject to Clause 9.01 below, in the event that
                  any amount of such costs, expenses, duties, taxes and
                  penalties and liabilities shall be un-discharged by the Vendor
                  and GDPL, the Purchaser shall settle any amount that may be
                  payable to the Vendor and/or GDPL under this Agreement a sum
                  required to discharge such unpaid costs, expenses, duties,
                  taxes and penalties and liabilities.

      (a)   In respect of those of the PRC Assets and PRC Assets (1) located in
            PRC, it is hereby agreed that the Purchaser shall procure the
            Subsidiary Companies to arrange for taking delivery to it of these
            PRC Assets and PRC Assets (1) from the locations in PRC where they
            are kept at its own costs and expenses and the Vendor and GDPL shall
            assist the Purchaser and the Subsidiary Companies in respect of this
            arrangement as may be reasonably requested by the Subsidiary
            Companies and/or the Purchaser at no extra costs and expenses to the
            Vendor.

9.01  As soon as practicable and before the Completion Date (or such longer
      period as may be required under law or under their contracts of
      employment), the Vendor shall procure the Subsidiary Companies to give
      notice in writing to each of the Existing Employees of the termination of
      his/her employment with the Subsidiary Companies effective upon the
      Completion Date unless

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      the Purchaser specifically waive this obligation of the Vendor.

9.02  For avoidance of doubts, notwithstanding anything contained in this
      Agreement to the contrary, the Vendor shall not after the Completion Date,
      be responsible for the Employees' Entitlements and shall not be required
      to pay and settle such sums as equivalent to the Employees' Entitlements
      in full, and shall not claim against the Subsidiary Companies and/or the
      Purchaser or have any recourse against the Subsidiary Companies and/or the
      Purchaser in respect of such payment and settlement. The Purchaser hereby
      undertakes with the Vendor that the Purchaser shall fully indemnify and
      keep indemnified the Vendor in respect of the failure by the Vendor to
      comply with any of its obligations under this Clause and against any and
      all claims of wrongful dismissal or redundancy or otherwise that may be
      brought by any Existing Employees against the Subsidiary Companies and/or
      the Vendor, which relate or are referable to a period or periods of
      employment before the Completion Date. Without limiting the generality of
      the foregoing and without prejudice to any other rights and remedies of
      the Subsidiary Companies and the Vendor, in the event that any of the
      Employee's Entitlements is not so discharged on or before Completion, the
      Purchaser shall be responsible to settle such amounts required to
      discharge the same.

9.03  The Vendor shall furnish the Purchaser with all information, data,
      invoices, details, accounts and documents in relation to the Account
      receivables' and `Prepayment deposits and other receivables' Accounts
      payable' and `Accrued liabilities and other payable' set out in the
      balance sheet of the Management Accounts.

9.04  Notwithstanding anything contained herein, the Purchaser shall indemnify
      and keep indemnified the Vendor from any debts, liability, claims, demand,
      actions, proceedings, costs, expenses, and without limiting the generality
      of the aforesaid any taxation claim against the Subsidiary Companies
      and/or the Vendor arising from or in connection with any business or
      trading that has been or was carried on by the Subsidiary Companies prior
      to Completion;

9.05  The Subsidiary Companies shall (and the Purchaser shall procure that the
      Subsidiary Companies shall) upon any claim, action, demand or assessment
      being made or issued against the Vendor which could lead to a claim
      against the Vendor, the Subsidiary Companies shall (and the Purchaser
      shall procure that the Subsidiary Companies shall) take such action and
      give such information and assistance in connection with their respective
      affairs as the Vendor may reasonably request in writing to avoid, dispute,
      resist, mitigate, compromise, defend or appeal against any claim in
      respect thereof and any adjudication with respect thereto. The Subsidiary
      Companies shall procure that the conduct of any proceedings of whatsoever
      nature arising in connection with any such claim after the Completion
      shall be conducted by the Purchaser and/or the Subsidiary Companies in
      accordance with the Vendor's reasonable instructions and in that
      connection, the Vendor shall give or cause to be given to the Purchaser or
      the Subsidiary Companies all

                                     - 9 -
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      such assistance as the Purchaser or the Subsidiary Companies may
      reasonably require in disputing any such claim. The Purchaser shall
      indemnify and keep indemnified the Vendor and GDPL against all losses
      (including but not limited to any additional taxation) damages, costs and
      expenses which may be incurred by the Vendor or GDPL in complying with
      their obligations hereunder.

10.   REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

10.01 The Vendor and GDPL do not warrant as to whether there are any other
      information, including but not limited to the Contingent Liabilities,
      relating to the Subsidiary Companies of which the Purchaser has knowledge
      (actual or constructive) and expressly does not warrant that there is no
      investigation which shall prejudice any claim made by the any party or the
      Purchaser knew or ought to have known or had constructive knowledge of any
      information relating to the circumstances giving rise to such claim.

11.   ACCESS TO INFORMATION

11.01 As from the date of this Agreement the Vendor shall give to the Purchaser
      and any persons authorized by it, all such information relating to the
      Subsidiary Companies and such access to the premises and all books, title
      deeds, records, accounts and other documentation of the Subsidiary Company
      as the Purchaser may reasonably request and be permitted to take copies of
      any such books, deeds, records, accounts and other documentation and that
      the officers and employees of the Subsidiary Companies shall be instructed
      to give promptly all such information and explanations to any such persons
      as aforesaid as may be requested by it or them.

11.02 In the event of this Agreement ceasing to have effect the Purchaser
      undertakes to release to the Vendor all information and documents
      concerning the Subsidiary Companies which have been provided to the
      Purchaser in connection with this Agreement and also undertakes not to use
      any such information gained by it to further itself in its trade or to the
      detriment of the Subsidiary Companies unless such information had already
      been known to the Purchaser or had become or subsequently becomes public
      knowledge otherwise than by reason of any act or default of the Purchaser,
      its advisers or employees.

12.   MISCELLANEOUS

12.01 All costs and disbursements (including stamp duty, if any) of and
      incidental to this Agreement and the sale and purchase hereby agreed to be
      made shall be borne by the Purchaser.

12.02 Each notice, demand or other communication given or made under this
      Agreement shall be in writing and delivered or sent to the relevant party
      at its address o fax number set out below (or such other address or fax
      number as

                                     - 10 -
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      the addressee has by two (2) days' prior written notice specified to the
      other parties):

      To the Purchaser:     GUMPTION TRADING LIMITED
      Registered office:    P.O. Box 3174, Road Town, Tortola, British Virgin
                            Islands ("the Purchaser") of the second part
                            Correspondence

      Address:              Room 1006, Hong Hu Building, New Gang Hong Garden,
                            Cui Zhu Road, Luohu, Shenzhen, Guandong Province,
                            Shenzhen, PRC

      To the Vendor:        DF China Technology Inc.
      Correspondence

      Address:              Units 3207-08, 32/F., West Tower, Shun Tak Centre,
                            168-200 Connaught Road, Central, Hong Kong

      Fax Number :          (852) 2851 3660
      Attention :           Mr. Y S Kwok

      To GDPL:    Taiping Industrial Zone, Conghua, Guangzhou, Guangdong
                  Province, China

      Any notice, demand or other communication so addressed to the relevant
      party shall be deemed to have been delivered (a) if given or made by
      letter, when actually delivered to the relevant address; (b) if given or
      made by fax, when despatched with confirmation of transmission.

12.03 No failure or delay by the Purchaser in exercising any right, power or
      remedy under this Agreement shall operate as a waiver thereof, nor shall
      any single or partial exercise of the same preclude any further exercise
      thereof or the exercise of any other right, power or remedy. Without
      limiting the foregoing, no waiver by the Vendor of any breach by the
      Purchaser and/or the Guarantor of any provision hereof shall be deemed to
      be a waiver of any subsequent breach of that or any other provision
      hereof. If at any time any provision of this Agreement is or becomes
      illegal, invalid or unenforceable in any respect, the legality, validity
      and enforceability of the remaining provisions of this Agreement shall not
      be affected or impaired thereby.

12.04 This Agreement shall not be assignable.

12.05 This Agreement (together with any documents referred to herein)
      constitutes the whole agreement between the parties hereto and it is
      expressly declared that no variations hereof shall be effective unless
      made in writing.

12.06 The Vendor and GDPL may release in whole or in part and in such manner as
      it thinks it any one or more of the Purchaser from this Agreement and
      compound with or otherwise vary or agree to vary the liability of or grant
      time or indulgence to or make other arrangements with any one or more of
      the

                                     - 11 -
<PAGE>

      Purchaser without prejudicing or affecting its rights and remedies against
      any other Purchaser.

12.09 The parties hereto shall do and execute or procure to be done and executed
      all such further acts, deeds, things and documents as may be necessary to
      give effect to the terms of this agreement and to place control of the
      Subsidiary Companies in the hands of the Purchaser.

13.   GOVERNING LAW AND JURISDICTION

13.01 This Agreement shall be governed by and construed in accordance with the
      laws of Hong Kong Special Administrative Region ("Hong Kong") and the
      parties hereto hereby irrevocably submit to the non-exclusive jurisdiction
      of the Hong Kong courts.

13.02 The Vendor and GDPL hereby irrevocably appoint Mr. Aaron Zhu of Units
      3207-08, West Tower, Shun Tak Centre, 168-200 Connaught Road, Central Hong
      Kong, as their agent to receive and acknowledge on their behalf service of
      any writ, summons, order, judgment or other notice of legal process in
      Hong Kong. If for any reason the agent named above (or its successor) no
      longer serves as agent of the Vendor and GDPL for this purpose, the Vendor
      and GDPL shall promptly appoint a successor agent and notify the Purchaser
      thereof. The Vendor and GDPL agree that any such legal process shall be
      sufficiently served on it if delivered to such agent for service at its
      address for the time being in Hong Kong whether.

IN WITNESS WHEREOF this Agreement has been executed on the day and year first
above written.

SIGNED by                              )
for and on behalf of the Vendor        )
in the presence of:-                   )

SIGNED by                              )
for and on behalf of Purchaser         )
in the presence of:-                   )

SIGNED by                              )
for and on behalf of GDPL              )
in the presence of:-                   )

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                                   APPENDIX A

The audited balance sheet of the Vendor made up as at 31st March 2003 and the
audited profit and loss accounts of the Subsidiary Companies for the year ended
31st March 2003

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                                   APPENDIX B

The unaudited balance sheet of the Vendor made up to and including 31 December
2003 and the profit and loss account of the Vendor for the period from 1 April
2003 to 31 December 2003

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                                   SCHEDULE 1

                   INFORMATION ABOUT THE SUBSIDIARY COMPANIES

<TABLE>
<CAPTION>
NAME OF SUBSIDIARY                                                  CONSIDERATION OF
COMPANY                                    SHAREHOLDERS               SALE SHARES
------------------------------------------------------------------------------------
<S>                                 <C>                             <C>
DF Paper Guangdong Limited          DF China Technology Inc.             HK$1.00

Guangdong Dransfield                DF Paper Guangdong Limited           HK$1.00
Paper Ltd.
[CHINESE CHARACTER]

DF Paper Jiangsu Limited            DF China Technology Inc.             HK$1.00

Jiangsu Dransfield Paper            DF Paper Jiangsu Limited             HK$1.00
Co. Ltd.
</TABLE>

                                     - 15 -
<PAGE>

                                   SCHEDULE 2

                                         PRC ASSETS
      Description of assets:

                                                  [CHINESE CHARACTER]

[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]

[CHINESE CHARACTER]       Paper Production Line
[CHINESE CHARACTER]       Waste Paper incision machine
                          BOLLEGRAAF GMBH HBC50 500kg  Waste Paper Baler
[CHINESE CHARACTER]       1984
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER] 4 [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]3919[CHINESE CHARACTER] 3725
                           [CHINESE CHARACTER] 6229 [CHINESE CHARACTER]

[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER] (6212881-883)
[CHINESE CHARACTER]       [CHINESE CHARACTER] 1 [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER] 25 [CHINESE CHARACTER]
                           21 [CHINESE CHARACTER]

[CHINESE CHARACTER]       [CHINESE CHARACTER] 5 [CHINESE CHARACTER]
                           11 [CHINESE CHARACTER]

[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER] 2.5 [CHINESE CHARACTER]
                           6 [CHINESE CHARACTER]

[CHINESE CHARACTER]       [CHINESE CHARACTER]

[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       25 Ton/day Paper Production Line

[CHINESE CHARACTER]       100,000 Rolls / Day Two Play Toilet Paper
                          Converting Line

                                     - 16 -
<PAGE>

                          FMC 2A 400 Sheet/min 3 Lanes 33(pound)Y33cm Napkin
                          Folding

[CHINESE CHARACTER]       Machine

[CHINESE CHARACTER]       100M/ min(pound)Y5(pound)Y4 Box Tissue Converting Line

[CHINESE CHARACTER]       PCMC  228ctn/ 8hr. Tissue Paper Converting Line

[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       50T [CHINESE CHARACTER]
[CHINESE CHARACTER]       10T [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]

                                     - 17 -
<PAGE>

[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       CPCD50A [CHINESE CHARACTER]

                                     - 18 -
<PAGE>

                                 SCHEDULE 2 (1)

                                 PRC ASSETS (1)

      Description of assets:

                                                  [CHINESE CHARACTER]

[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER] P.C.M.C.
[CHINESE CHARACTER]       [CHINESE CHARACTER] PERINI
[CHINESE CHARACTER]       [CHINESE CHARACTER] HOBEMA
[CHINESE CHARACTER]       [CHINESE CHARACTER] PERINI 1
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER] (200*[CHINESE CHARACTER])
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER] 100-250A
[CHINESE CHARACTER]       [CHINESE CHARACTER] 65-250A
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       3T [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER] 2 [CHINESE CHARACTER]

                                     - 19 -
<PAGE>

[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       VCD [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER] - [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER] - [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]

                                     - 20 -
<PAGE>

                                   SCHEDULE 3

                             THE LEASED BACK ASSETS

Description of assets:

                                                  [CHINESE CHARACTER]

[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER] P.C.M.C.
[CHINESE CHARACTER]       [CHINESE CHARACTER] PERINI
[CHINESE CHARACTER]       [CHINESE CHARACTER] HOBEMA
[CHINESE CHARACTER]       [CHINESE CHARACTER] PERINI 1
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER] (200*[CHINESE CHARACTER])
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER] 100-25A
[CHINESE CHARACTER]       [CHINESE CHARACTER] 65-250A
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       3T [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER] 2 [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]

                                     - 21 -
<PAGE>

[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       VCD [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]
[CHINESE CHARACTER]       [CHINESE CHARACTER]

                                     - 22 -
<PAGE>

                                   SCHEDULE 4

                                DEED OF GUARANTEE

                                By the Guarantor

To      :   DF CHINA TECHNOLOGY INC, a company incorporated in the British
            Virgin Islands, whose shares are listed on the Nasdaq SmallCap
            Market and whose registered office is situate at Craigmur Chambers,
            P.O. Box 71, Road Town, Tortola, British Virgin Islands;

                                          and

            Guangzhou Dransfield Paper Limited, a company incorporated in the
            PRC, whose registered office is situate at Taiping Industrial Zone,
            Conghua, Guangzhou, Guangdong Province, China

Date    :   [      , 2004]

Dear Sirs

                                  Re: Guarantee

In consideration of you as the Vendor entering into a Sale and Purchase
Agreement (the "Agreement") particularly described below that is to say:-

Date    :   [          ]

Vendor  :   DF China Technology Inc.

GDPL    :   Guangzhou Dransfield Paper Limited

Purchaser:  Gumption Trading Limited

The Agreement:

            (1)   Subject to the terms of the Agreement, the Vendor shall sell
                  as beneficial owner (and the Vendor shall cause its nominee to
                  transfer

                                     - 23 -
<PAGE>

                  the legal ownership of the Sale Shares held by it as a nominee
                  on trust in favor of the Vendor) and the Purchaser in reliance
                  on the Warranties therein contained shall purchase the Sale
                  Shares free from all liens, charges and encumbrances and
                  together with all rights now or hereafter attaching thereto
                  including all dividends and distributions declared, made or
                  paid on or after the date of the Agreement.

            (2)   Subject to the terms of the Agreement, GDPL shall sell as
                  beneficial owner and the Purchaser in reliance on the
                  Warranties herein contained shall purchase the PRC Assets (1)
                  free from all liens, charges and encumbrances and together
                  with all rights now or hereafter attaching thereto.

We, the undersigned (the "Guarantor") with particulars as set out in the Exhibit
hereto, hereby irrevocably guarantee to the Vendor and GDPL jointly and
severally, on the terms and conditions in the Schedule hereto, due payment by
the Purchaser of all sums and charges and due performance and observance by the
Purchaser of the terms and conditions of the Agreement and undertake to pay
forthwith on demand in writing from both or either of you from time to time all
arrears of charges, payables and all losses, damages, claims, costs and expenses
properly and reasonably incurred by reason of or arising out of any breach by
the Purchaser of the terms and conditions of the Agreement. To avoid any doubt,
it is hereby expressly agreed that, there is no ceiling of liability of the
Guarantor under this Guarantee.

SEALED with the Common Seal of the Guarantor, and    )
SIGNED by                                            )
                                                     )
In the presence of:-                                 )

                                     - 24 -
<PAGE>

                                  THE SCHEDULE

1.    The Guarantor hereby agrees and declares that this Guarantee shall not
      preclude the Vendor and GDPL, either jointly or severally, from enforcing
      the terms, covenants and conditions of the Agreement if default is made by
      the Purchaser in the payment of any money due under the Agreement or
      otherwise.

2.    This Guarantee shall be deemed to have commenced from the date of the
      Agreement and shall remain in full force and effect up to the last day of
      the tenth anniversary date of the Agreement.

3.    The Guarantor further agrees that this Guarantee shall not be affected by
      any change of name or status in the company, firm or individual described
      as the "Purchaser".

4.    The Guarantor further agrees that it shall not be discharged or released
      from this Guarantee by any arrangement made between the Vendor, GDPL and
      Purchaser or by any alteration in the obligations imposed upon the
      Purchaser by the Agreement or by any forbearance granted by the Vendor
      and/or GDPL to the Purchaser as to payment, time, performance or
      otherwise, and this forbearance may have been made or granted without the
      Guarantor's knowledge or assent.

5.    This Guarantee is to be governed by and construed in accordance with the
      Laws of Hong Kong Special Administrative Region and the parties
      irrevocably submit to the non-exclusive jurisdiction thereof.

6.    Any notice or process may be served on the Guarantor by leaving the same
      at the correspondence address in Hong Kong given in the Exhibit unless a
      substituted address in Hong Kong has been given to the Vendor and GDPL in
      writing in which case service at such substituted address shall be
      sufficient.

7.    In this Guarantee, words importing the singular number shall include the
      plural number and vice versa, and words importing the masculine, feminine
      or neuter genders shall include the others of them.

                                     - 25 -
<PAGE>

                                   THE EXHIBIT

                         (Particulars of the Guarantor)

The Guarantor's Name       :   [                    ]

Address                    :   [                    ]

Correspondence address

in Hong Kong               :   [                        ]

Registration Number        :   [                        ]

                                     - 26 -