Deed 


 



 


Concerning Shares of Shenzhen Comtech International
Limited


(“Comtech International”)


November 14, 2012


 


Among:


 


		(i)	Honghui Li of Room 8H, Binghai Building, Jingxiu Garden, Huaqiaocheng,Shenzhen, China; and



 


		(ii)	Reliable Group Limited, whose registered office is at OMC Chambers, P.O. Box 3152, Road Town, British Virgin Islands
                                                            (hereinafter referred to as “Reliable”)



 


		(iii)	Comtech (China) Holding Ltd., whose registered office is at East Asia Chambers, P.O. Box 901, Road Town, Tortola, British Virgin
Islands (hereinafter referred to as “Comtech China”)



 


Whereas:


 


		(i)	Honghui Li owns a ninety-nine percent (99%) equity interest in Comtech International.



 


		(ii)	Upon signing of this Deed, this Deed shall replace the prior deed dated December 12, 2006 by and among Honghui Li and
                                                            Comtech (China) Holding Limited and Jeffrey Kang (the “Prior Deed”) in its entirety, and the Prior Deed will be
                                                            deemed terminated.



 


For good, valuable and equitable consideration, all parties
agree to the following terms:


 


		1.	Every provision of this Deed shall be irrevocable, and further, to the extent as permitted by PRC laws and regulations, Honghui
Li undertakes to Reliable and agrees that:



 


		(1)	Honghui Li has been holding, still holds and shall continue to hold his equity interests in the registered capital of Comtech
International, together with all dividends and interest, rights and privileges accrued or to accrue upon the same (the “Equity
Interests”) for the benefit of Reliable;



 


		(2)	Honghui Li shall deal with and exercise any rights arising from the aforementioned Equity Interests in Comtech International
in such manner as Reliable may from time to time direct;



 


		(3)	Honghui Li shall (i) apply the dividend and other distributions from his Equity Interests in Comtech International, if any,
to the extent the payments is not permitted by PRC laws or compliance with PRC legal or regulatory requirements would render such
payments not commercially feasible seek alternate means to perform his payment obligation, and (ii) cause Comtech International
not to declare and make any dividend or other distributions without prior written approval from Reliable;



 






    	 



    	 



    

 


		(4)	Honghui Li shall attend all meetings of shareholders, board of directors if appointed, or otherwise which Honghui Li shall
be entitled to attend by virtue of being the registered holder of the said Equity Interests and to vote thereat as Reliable may
direct, or alternatively to execute all proxies or other documents which shall be necessary or proper to enable Reliable’s
nominees to attend and vote at any such meeting, and shall also give all notices, orders and directions which Reliable may require
to give;



 


		(5)	Honghui Li shall at any time and from time to time execute such further documents, instruments and
agreements and to take any actions required by Reliable to give effect to this Deed including but not limited to transferring the
Equity Interests to Reliable or its designees.



 


		2.	This Deed and the rights and obligations of the parties thereunder shall be governed by and construed in accordance with the
laws of the Hong Kong Special Administrative Region of the People’s Republic of China.



 


		3.	If at any time any provisions of this Deed is or become illegal, invalid or unenforceable in any respect under the law of any
jurisdiction, the legality, validity and enforceability of such provision under the law of any other jurisdiction, and of remaining
provisions of this Deed, shall not be affected of impaired thereby.



 


		4.	Any dispute arising from the interpretation or execution of, or in connection with, this Deed shall be settled through friendly
consultations between the Parties. In case no settlement can be reached through consultations, the dispute shall then be submitted
to Hong Kong International Arbitration Center for arbitration. The award is final and binding upon both parties.



 


[Signature page follows]





 






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Dated November 14, 2012




 


	Signed Sealed and Delivered
	By Honghui Li
	In the presence of:
	 
	/s/ Wanyee Ho
	Name of witness: Wanyee Ho
	 
	Sealed with the common seal of
	And signed by Jingwei Kang (director) on behalf of
	Reliable Group Limited
	 
	/s/ Jingwei Kang
	 
	Sealed with the common seal of
	And signed by Jingwei Kang (director) on behalf of
	Comtech (China) Holding Ltd.
	 
	/s/ Jingwei Kang


 






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