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Exhibit 10.3
 New shares subscription agreements Xinhua Gold Net International Co., Ltd. Smartweed Investments
Limited and Max Winner Investments Limited
 Dated April 12, 2007
 CHINA TECHNOLOGY DEVELOPMENT GROUP CORPORATION
 and
 MAX WINNER INVESTMENTS LIMITED
 
 Subscription Agreement




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TABLE OF CONTENTS
 PageARTICLE 1 Definitions and Interpretation
    
    
    3ARTICLE 2 Agreement to Subscribe
    
    
    3ARTICLE 3 Completion
    
    
    3ARTICLE 4 Agreements of the Subscriber
    
    
    3ARTICLE 5 Representations and Warranties of Subscriber
    
    
    3ARTICLE 6 Agreements of the Issuer
    
    
    3ARTICLE 7 Representations and Warranties of the Issuer
    
    
    3ARTICLE 8 Conditions Precedent
    
    
    3ARTICLE 9 Indemnification
    
    
    3ARTICLE 10 Miscellaneous Provisions
    
    
    3EXECUTION
    
    
    20EXHIBIT A Form of Warrant Certificate
    
    
    21EXHIBIT B Form of Notice of Exercise
    
    
    28SCHEDULE A Issuers Receiving Bank Account Information
    
    
    31




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SUBSCRIPTION AGREEMENT
 THIS SUBSCRIPTION AGREEMENT Agreement Issuer Subscriber
      ARTICLE 1
Definitions and Interpretation
 Item 7. Definitions . The following terms will have the following meanings for all
purposes of this Agreement:
  xxv.
    
    a bank, insurance company, registered investment company,
business development company, or small business investment company;xxvi.
    
    an employee benefit plan, within the meaning of the Employee
Retirement Income Security Act, if a bank, insurance company, or registered
investment adviser makes the investment decisions, or if the plan has total
assets in excess of $5 million;xxvii.
    
    a charitable organization, corporation, or partnership with assets exceeding $5 million;xxviii.
    
    a director, executive officer, or general partner of the company selling the securities;xxix.
    
    a business in which all the equity owners are accredited investors;xxx.
    
    a natural person who has individual net worth, or joint net
worth with the person spouse, that exceeds $1 million at the time of the
purchase;xxxi.
    
    a natural person with income exceeding $200,000 in each of the
two most recent years or joint income with a spouse exceeding $300,000 for
those years and a reasonable expectation of the same income level in the
current year; orxxxii.
    
    a trust with assets in excess of $5 million, not formed to acquire the
securities offered, whose purchases a sophisticated person makes.




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vii.
    
    More than 50 percent of the outstanding voting securities of
such issuer are directly or indirectly owned of record by residents of the
United States; andviii.
    
    Any of the following:
 
    
    The majority of the executive officers or directors are United States
citizens or residents;
    
    More than 50 percent of the assets of the issuer are located in the United States; or
    
    The business of the issuer is administered principally in the United States.




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(xxii)
    
    any natural person resident in the United States;(xxiii)
    
    any partnership or corporation organized or incorporated under the laws of
the United States;(xxiv)
    
    any estate of which any executor or administrator is a U.S. person;(xxv)
    
    any trust of which any trustee is a U S person;(xxvi)
    
    any agency or branch of a foreign entity located in the United States;(xxvii)
    
    any non-discretionary account or similar account (other than an estate or
trust) held by a dealer or other fiduciary organized, incorporate, or (if an
individual) resident in the United States; and(xxviii)
    
    any partnership or corporation if
 (A)
    
    organized or incorporated under the laws of any
foreign jurisdiction; and(B)
    
    formed by a U.S. person principally for the
purpose of investing in securities not registered under the Act, unless
it is organized or incorporated, and owned, by accredited investors who
are not natural persons, estates or trusts.
   PART
XXXVII ARTICLE 2
 Agreement to Subscribe
 2.1 Subscription . Subject to the terms and conditions of this Agreement, the Issuer
agrees to issue and allot, and the Subscriber agrees to subscribe for and purchase:
 (a) Subscription Shares . 100,000 newly issued Shares of the Issuer (Subscription
Shares) at U.S.$4.00 per Share (Subscription Price per Share) (the product of such number of
Subscription Shares and the Subscription Price per Share is the Subscribers Aggregate Share
Subscription Price).
 Warrants




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2.2 Acceptance by the Issuer . The Issuer will not accept subscriptions from any person
who:
 Delivery of Agreement
 Compliance with Laws
  2.3 Warrants . The certificates evidencing the Warrants shall be substantially in the
form set out as Exhibit A to this Agreement.
 PART
XXXVIII ARTICLE 3
 Completion
 Completion Date
 3.2 Completion Transactions . On the Completion Date, subject to the satisfaction of
the conditions set out in Article 8, Completion shall take place at 10:00 a.m. on the Completion
Date in the offices of Baker & McKenzie, legal advisor to the Issuer in the following manner:
     (e) subject to the satisfaction of Articles 3, 8, and other terms and conditions of this
Agreement, on the Completion Date, the Issuer shall issue a written instruction to the Share
Transfer Agent authorizing and requesting the Share Transfer Agent to enter and record the name of
the Subscriber in the register of members of the Issuer as registered shareholder of the Issuer.
The Issuer shall take necessary steps to update the copy of the register of members maintained at
the registered office of the Issuer in the British Virgin Islands in accordance with the relevant
laws and regulations.
 PART
XXXIX ARTICLE 4
 Agreements of the Subscriber
 4.1 Exemption from Registration . The Subscriber acknowledges and agrees that the
Securities will be offered and sold to the Subscriber without such offers and sales being
registered under the Securities Act and will be




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issued to the Subscriber in an offshore transaction outside of the United States in accordance
with a safe harbour from the registration requirements of the Securities Act, in reliance provided
by Rule 903 of Regulation S of the Securities Act based on the representations and warranties of
the Subscriber in this Agreement.
 4.2 Resales of Securities . The Subscriber acknowledges that after giving effect to
the Transaction contemplated by this Agreement and exercise of the Warrants after the Completion of
this Agreement, it may be deemed to be an affiliate of the Issuer, as such term is defined in
Rule 405 under the Securities Act. The Subscriber may not offer, sell, resell, pledge or
otherwise transfer (any such action being referred to hereinafter as reselling, or resale) the
Securities except pursuant to an available exemption from registration under the Securities Act or
pursuant to an effective registration statement under the Securities Act and in compliance with all
applicable state securities laws and the laws of any other jurisdiction. Accordingly, the
Subscriber agrees to resell the Securities only in accordance with the provisions of Rule 903 or
904 of Regulation S of the Securities Act, pursuant to an effective registration statement under
the Securities Act, or pursuant to an available exemption from registration pursuant to the
Securities Act, including the exemption from registration provided by Rule 144 under the Securities
Act. In particular, the Subscriber agrees that it will not offer, sell, resell, pledge or
otherwise transfer (including to a nominee) the Subscription Securities except (a) during the
period of one year commencing on the Completion Date, (i) in compliance with Rule 903 of Regulation
S under the Securities Act, or (ii) pursuant to an effective registration statement; and (b) after
one year from the Completion Date, (i) pursuant to either of clause (a)(i) or (a)(ii) above, or
(ii) pursuant to the exemption provided by Rule 144 under the Securities Act, if available. The
Subscriber acknowledges that the Issuer makes no representations regarding the availability of the
exemption provided by Rule 144 at any time. The Subscriber agrees that the Issuer will refuse to
register any transfer of the Securities not made in accordance with the provisions of Regulation S
of the Securities Act, pursuant to registration under the Securities Act or pursuant to an
available exemption from registration. The Subscriber agrees that the Issuer may require an
opinion of legal counsel reasonably acceptable to the Issuer in the event of any resale of any of
the Securities by the Subscriber pursuant to an exemption from registration under the Securities
Act.
 4.3 Hedging Transactions . The Subscriber agrees not to engage in or enter into any
trust, any option to sell or purchase or any equity swap or similar hedging arrangement pursuant to
which the economic consequences of ownership of the Securities may be transferred to any person,
including any U.S. person.
 4.4 Share Certificates . The Subscriber acknowledges and agrees that all certificates
representing the Subscription Shares and the Warrant Shares (if issued in certificated form) will
be endorsed with the following legend, or such similar legend as deemed advisable by legal counsel
for the Issuer, to ensure compliance with Regulation S of the Securities Act and to reflect the
status of the Subscription Shares and Warrant Shares as securities held by affiliates of the
Issuer:
 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE ACT), AND HAVE BEEN ISSUED AND SOLD IN RELIANCE UPON AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S UNDER
THE ACT. SUCH SECURITIES MAY NOT BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE
REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION
UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED
UNLESS IN COMPLIANCE WITH THE ACT.
 4.5 Warrant Certificates . The Subscriber acknowledges and agrees that all
certificates representing the Warrants will be endorsed with the following legend, or such similar
legend as deemed advisable by legal counsel for the Issuer, to ensure compliance with Regulation S
of the Securities Act and to reflect the status of the Warrants as securities held by affiliates of
the Issuer:
 THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES TO BE ISSUED UPON
ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE ACT), AND
HAVE BEEN ISSUED AND SOLD IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S UNDER THE ACT. SUCH SECURITIES MAY
NOT BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. THIS WARRANT MAY
NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF A PERSON IN THE UNITED
STATES OR A U.S. PERSON UNLESS THE WARRANT AND THE UNDERLYING SHARES AND WARRANTS HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF
ANY RELEVANT STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE.
THE TERMS UNITED STATES AND U.S. PERSON HAVE THE MEANINGS GIVEN THEM BY REGULATION
S UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED
UNLESS IN COMPLIANCE WITH THE ACT.




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4.6 Notice of Transfer Restrictions to Subsequent Transferees . The Subscriber will
advise any subsequent transferee of the Subscription Securities of the foregoing restrictions on
transfer, and will procure that any such transferee shall deliver to the Issuer an undertaking to
observe and be bound by such restrictions.
 4.7 Removal of Legends. Upon application by the Subscriber and the transferee, the
Issuer may instruct the share registrar to reissue share certificates that do not bear such legends
(i) in the case of a resale by a non-affiliated Subscriber pursuant to Rule 904 of Regulation S,
after the expiration of the 40-day distribution compliance period, (ii) in the case of a resale of
such securities pursuant to an effective registration under the Securities Act or (iii) where
certified by an opinion of counsel recognized as being experienced in matters of United States
securities laws in form and content reasonably satisfactory to the Issuer to the effect that the
securities proposed to be disposed of may be lawfully so disposed of without registration,
qualification or legend. In the case of an application under (iii) above, the Issuer may require
appropriate certifications, acknowledgements, representations and warranties of the Subscriber and
the transferee, and an opinion of legal counsel reasonably acceptable to the Issuer.
 4.8 Lock-Up . The Subscriber agrees that during the period beginning from the
Completion Date and continuing to and including the date that is 12 months after the Completion
Date, it will not (i) offer, sell, contract to sell, pledge or otherwise dispose of, or permit any
person acting on its behalf to offer, sell, contract to sell, pledge or otherwise dispose of any
Subscription Shares, Warrants or Warrant Shares, or (ii) engage in or enter into any trust, any
option to sell or purchase or any equity swap or similar hedging arrangement pursuant to which the
economic consequences of ownership of the Subscription Shares, Warrants or Warrant Shares may be
transferred to any person.
 PART
XL ARTICLE 5
 Representations and Warranties of Subscriber
 Representations and Warranties
 No Registration
 Not a U.S. Person
 Accredited Investor
 Investment Intent
 Independent Investigation
 No Advice from Issuer




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Due Incorporation and Good Standing
 Power and Authorization
 No Conflicts
    No Consents
 Enforceability
 Accuracy of Representations
 Notification of Breach
 Survival
 PART XLI
 PART
XLII ARTICLE 6
 Agreements of the Issuer
  NASDAQ Listing




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SEC Reporting and Compliance
 Warrant Shares
 Transaction Documents
 Non-Public Information
 Announcement
 Further Assurances
 PART
XLIII ARTICLE 7
 Representations and Warranties of the Issuer
 7.1 Representations and Warranties of the Issuer . The Issuer represents and warrants
to the Subscriber and agrees with the Subscriber, that:
 Due Incorporation and Good Standing
 Power and Authorization
 Foreign Issuer
 Authorized and Outstanding Share Capital




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No Conflicts
    No Consents
 Enforceability
 Litigation or Investigation
 Reporting Company
 Information Concerning the Issuer
 Internal Controls
 No Integrated Offering




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No Registration Required
 Listing of Shares
 (o) Warrant Shares. The Warrant Shares have been duly authorized and validly reserved
for issuance, and when issued upon exercise of the Warrant in accordance with the terms thereof
(and upon payment of the exercise price therefor), will be validly issued, fully paid and
non-assessable Shares. The shareholders of the Issuer have no preemptive or similar rights over
the Warrant Shares.
 (p) No Directed Selling Efforts. Neither the Issuer nor any of its affiliates nor any
person acting on its or their behalf has engaged, or will engage, in any directed selling efforts
(within the meaning of Regulation S) with respect to the Subscription Securities and the Issuer and
all of its affiliates and any person acting on its or their behalf have complied and will continue
to comply with the offering restrictions requirement of Regulation S.
 Accuracy of Representations
 Notification of Breach
 Survival
 PART XLIV
 PART
XLV ARTICLE 8
 Conditions Precedent
  Representations and Warranties
 Performance of Obligations
 NASDAQ Listing Status
 Execution of Agreements
 Preparation of Transaction Documents
 Board Resolution
 Share Certificates




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Officers Certificate
 PART
XLVI ARTICLE 9
 Indemnification
 9.1 Indemnification by the Issuer . The Issuer agrees to indemnify, defend and hold
the Subscriber (which term shall, for the purposes of this Section 9.1, include the Subscriber and
its shareholders, managers, partners, directors, officers, members, employees, direct or indirect
Subscriber, agents and affiliates and assignees and the stockholders, partners, directors, members,
managers, officers, employees direct or indirect Subscriber and agents of such affiliates and
assignees) harmless against any and all liabilities, loss, cost or damage, together with all
reasonable costs and expenses related thereto (including reasonable legal and accounting fees and
expenses), arising from, relating to, or connected with the untruth, inaccuracy or breach of any
statement, representation, warranty or covenant of the Issuer contained in this Agreement.
 Indemnification by the Subscriber
 PART XLVII
 PART
XLVIII ARTICLE 10
 Miscellaneous Provisions
 10.1 Effectiveness of Representations; Survival . Each party is entitled to rely on
the representations, warranties and agreements of each of the other parties and all such
representations, warranties and agreements will be effective regardless of any investigation that
any party has undertaken or failed to undertake. The representation, warranties and agreements
will survive the Completion and continue in full force and effect until the date that is one year
after the Completion Date.
 10.2 Further Assurances . Each of the parties hereto will cooperate with the others and
execute and deliver to the other parties hereto such other instruments and documents and take such
other actions as may be reasonably requested from time to time by any other party hereto as
necessary to carry out, evidence, and confirm the intended purposes of this Agreement.
 10.3 Amendment . This Agreement may not be amended except by an instrument in writing
signed by each of the parties.
 10.4 Expenses . Each party to this Agreement will bear its respective expenses incurred
in connection with the preparation, execution, and performance of this Agreement and the
transactions contemplated hereby, including all fees and expenses of agents, representatives,
counsel, and accountants. The Subscriber shall not deduct the expenses from the Aggregate
Subscription Price to be released to the Issuer.
 10.5 Entire Agreement . This Agreement, the exhibits, schedules attached hereto and
the other Transaction Documents contain the entire agreement between the parties with respect to
the subject matter hereof and supersede all prior arrangements and understandings, both written and
oral, expressed or implied, with respect thereto.
 10.6 Severability . If one or more provisions of this Agreement is held to be
unenforceable under applicable law, such provision will be excluded from the Agreement and the
balance of this Agreement will be enforceable in accordance with its terms.
 10.7 Notices . All notices and other communications required or permitted under this
Agreement must be in writing and will be deemed given if sent by personal delivery, faxed with
electronic confirmation of delivery,




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internationally-recognized express courier or registered or certified mail (return receipt
requested), postage prepaid, to the parties at the following addresses (or at such other address
for a party as will be specified by like notice):
  Mr. Liang Xiyuan
Max Winner Investments Limited
  Mr. Alan Li
China Technology Development Group Corporation
  10.8 Headings . The headings contained in this Agreement are for convenience purposes
only and will not affect in any way the meaning or interpretation of this Agreement.
 10.9 Benefits . This Agreement is and will only be construed as for the benefit of or
enforceable by those persons party to this Agreement.
 10.10 Assignment . This Agreement may not be assigned (except by operation of law) by
any party without the consent of the other parties.
 10.11 Governing Law . This Agreement will be governed by and construed in accordance
with the laws of the Hong Kong SAR, China, applicable to contracts made and to be performed
therein.
 10.12 Counterparts . This Agreement may be executed in one or more counterparts, all
of which will be considered one and the same agreement and will become effective when one or more
counterparts have been signed by each of the parties and delivered to the other parties, it being
understood that all parties need not sign the same counterpart.
 10.13 Schedules and Exhibits . The schedules and exhibits are attached to this
Agreement and incorporated herein.
 IN WITNESS WHEREOF




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SIGNATURE PAGE
 SIGNED
by Alan Li
    
    
    )for and on behalf of
    
    
    )CHINA TECHNOLOGY DEVELOPMENT
    
    
    )GROUP CORPORATION
    
    
    )in the presence of :
    
    
    )SIGNED
by Liang Xi Yuan
    
    
    )for and on behalf of
    
    
    )MAX WINNER INVESTMENTS LIMITED
    
    
    )in the presence of:
    
    
    )




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EXHIBIT A
 FORM OF WARRANT CERTIFICATE
 THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE ACT), AND HAVE BEEN ISSUED AND
SOLD IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY
REGULATION S UNDER THE ACT. SUCH SECURITIES MAY NOT BE OFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE
REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT.
THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF A PERSON IN THE UNITED
STATES OR A U.S. PERSON UNLESS THE WARRANT AND THE UNDERLYING SHARES HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY RELEVANT STATE OR AN EXEMPTION FROM
SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. THE TERMS UNITED STATES AND U.S. PERSON HAVE THE
MEANINGS GIVEN THEM BY REGULATION S UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES
MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.




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China Technology Development Group Corporation (the Issuer)
 Warrant Certificate No.Name of Holder:
    
    Max Winner Investments LimitedAddress of Holder:
    
    P.O. Box 116, Road Town, Tortola, British Virgin IslandsNumber of Shares:
    
    1,500,000 SharesDate of Issuance:Exercise Price:
    
    US$8.00 per ShareExpiry Date:
    
    
    
    (24 months from date of issuance)




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THIS WARRANT CERTIFIES THAT
 Exercise
 Procedure for Exercise of Warrant
      Delivery of Certificate and New Warrant
 Transfer Restrictions and Restrictive Legend
 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE ACT), AND HAVE BEEN ISSUED AND SOLD IN RELIANCE UPON AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S UNDER THE
ACT. SUCH SECURITIES MAY NOT BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER
THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING
TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
ACT.




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Fractional Shares
 50.
    
    Covenants of the Issuer.
 Authorized Shares
 Issuance of Shares




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51.
    
    Transfer and Replacement.
     52.
    
    Adjustments of Exercise Price and/or Number of Shares.
 Subdivision or Combination of Shares
 Reorganization, Reclassification, Consolidation, Merger or Sale




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Notice of Adjustment




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53.
    
    Miscellaneous Provisions.
 Notices
 Limitation of Liability
 No Rights as Shareholder
 Governing Law
 Waiver, Amendments and Headings




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IN WITNESS WHEREOF
 China Technology Development Group CorporationSignature of Authorized Signatory:
    
    By:Name of Authorized Signatory:Position of Authorized Signatory:




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EXHIBIT B
 FORM OF NOTICE OF EXERCISE
 TO: China Technology Development Group Corporation
  Number of Shares Purchased:
    
    SharesAggregate Purchase Price:
    
    US$
  54.
    
    It is an accredited investor within the meaning of Rule 501(a)(3) under the Securities Act.
The Subscriber has such knowledge, sophistication and experience in business and financial
matters that it is capable of evaluating the merits and risks of an investment in the
Securities; it has evaluated such merits and risks and has determined that it is able to bear
the economic risk of an investment in the Securities for an indefinite period of time, in view
of the restrictions on transfer set out in Section 4.2
 55.
    
    It acknowledges that in making the decision to purchase the Sale Shares, it has relied upon
its independent investigation of the Issuer and its affairs, and has not relied upon any
information or representations made by any third party or upon any oral or written
representations or assurances from the Issuer, its officers, directors or employees or any
other representatives or agents of the Issuer other than as set forth in the Agreement. It is
familiar with the business, operations, properties, financial condition and prospects of the
Issuer, has reviewed the Issuers publicly-available information filed with and submitted to
the SEC, and has had an opportunity to ask questions of, and receive answers from, the
Issuers officers and directors concerning the Issuer, its affairs and the terms and
conditions of the issue and sale of the Shares.
 56.
    
    It is acquiring the Shares for its own account, for investment purposes only and not with a
view to any resale, distribution or other disposition of the Shares in violation of the United
States securities laws.
 57.
    
    It understands the Shares have not been and will not be registered under the United States
Securities Act of 1933, as amended (the 1933 Act) or the securities laws of any state of the
United States and that the sale contemplated hereby is being made in reliance on a safeharbour
from such registration requirements.
 58.
    
    The undersigned is not a U.S. Person as defined by Regulation S of the Securities Act and
is not acquiring the Shares for the account or benefit of a U.S. Person.
 A U S. Person is defined by Regulation S of the Act to be any person who is:(h)
    
    any natural person resident in the United States;(i)
    
    any partnership or corporation organized or incorporated under
the laws of the United States;(j)
    
    any estate of which any executor or administrator is a U.S. person;(k)
    
    any trust of which any trustee is a U.S. person;(1)
    
    any agency or branch of a foreign entity located in the United
States;(m)
    
    any non-discretionary account or similar account (other than an
estate or trust) held by a dealer or other fiduciary organized, incorporate, or
(if an individual) resident in the United States; and(n)
    
    any partnership or corporation if:
 (i)
    
    organized or incorporated under the laws of any
foreign jurisdiction; and(ii)
    
    formed by a U.S. person principally for the
purpose of investing in securities not registered under the Act, unless
it is organized or incorporated, and owned, by




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accredited Subscriber as defined in Section 230.501(a)of the Act
who are not natural persons, estates or trusts.
 59.
    
    The undersigned was not in the United States at the time the offer to purchase the Shares was
received and the Subscriber was not in the United States at the time these Warrants were
exercised.
 60.
    
    The undersigned acknowledges that the Shares are affiliate securities within the meaning of
the Securities Act and will be issued to the Subscriber in accordance with Regulation S of the
Securities Act without registration under the Securities Act.
 61.
    
    The undersigned agrees to resell the Shares only in accordance with the provisions of
Regulation S of the Securities Act, pursuant to registration under the Securities Act, or
pursuant to an available exemption from registration pursuant to the Securities Act.
 62.
    
    The undersigned agrees not to engage in hedging transactions with regard to the Shares unless
in compliance with the Securities Act.
 63.
    
    The Subscriber acknowledges and agrees that all certificates representing the Shares will be
endorsed with the following legend in accordance with Regulation S of the Securities Act:
 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE ACT), AND HAVE BEEN ISSUED AND SOLD IN RELIANCE UPON AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S UNDER THE
ACT. SUCH SECURITIES MAY NOT BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER
THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING
TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
ACT.
 64.
    
    The Subscriber and the Issuer agree that the Issuer will refuse to register any transfer of
the Shares not made in accordance with the provisions of Regulation S of the Securities Act,
pursuant to registration under the Securities Act, pursuant to an available exemption from
registration, or pursuant to this Agreement.
 Signature of Purchaser or Authorized Signatory of Purchaser (if the Purchaser
is not an individual):Title of Authorized Signatory of Purchaser
(if the Purchaser is not an individual):Name of Authorized Signatory of Purchaser(if the Purchaser is not an
individual):Name of Purchaser:Address of Purchaser:




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SCHEDULE A
 Issuers Receiving Bank Account Information
 Name of Bank:
    
    China Merchants Bank Hong Kong Branch(CHINESE CHARACTER)Bank Account Name:
    
    China Technology Development Group CorporationAccount Number:
    
    (CHINESE CHARACTER)   (HKD A/C) 238-860-20055267(CHINESE CHARACTER)   (USD A/C) 238-860-20055766




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Dated April 12, 2007
 CHINA TECHNOLOGY DEVELOPMENT GROUP CORPORATION
 and
 SMARTWEED INVESTMENTS LIMITED
 
 Subscription Agreement




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TABLE OF CONTENTS
 PageARTICLE 1 Definitions and Interpretation
    
    
    3ARTICLE 2 Agreement to Subscribe
    
    
    3ARTICLE 3 Completion
    
    
    3ARTICLE 4 Agreements of the Subscriber
    
    
    3ARTICLE 5 Representations and Warranties of Subscriber
    
    
    3ARTICLE 6 Agreements of the Issuer
    
    
    3ARTICLE 7 Representations and Warranties of the Issuer
    
    
    3ARTICLE 8 Conditions Precedent
    
    
    3ARTICLE 9 Indemnification
    
    
    3ARTICLE 10 Miscellaneous Provisions
    
    
    3EXECUTION
    
    
    18SCHEDULE A Issuers Receiving Bank Account Information
    
    
    19




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##### 



SUBSCRIPTION AGREEMENT
 THIS SUBSCRIPTION AGREEMENT Agreement Issuer Subscriber
      ARTICLE 1
Definitions and Interpretation
 Item 8. Definitions . The following terms will have the following meanings for all
purposes of this Agreement:
  xxxiii.
    
    a bank, insurance company, registered investment company, business
development company, or small business investment company;xxxiv.
    
    an employee benefit plan, within the meaning of the Employee Retirement
Income Security Act, if a bank, insurance company, or registered investment
adviser makes the investment decisions, or if the plan has total assets in
excess of $5 million;xxxv.
    
    a charitable organization, corporation, or partnership with assets exceeding $5 million;xxxvi.
    
    a director, executive officer, or general partner of the company selling the securities;xxxvii.
    
    a business in which all the equity owners are accredited investors;xxxviii.
    
    a natural person who has individual net worth, or joint net worth with the
person spouse, that exceeds $1 million at the time of the purchase;xxxix.
    
    a natural person with income exceeding $200,000 in each of the two most
recent years or joint income with a spouse exceeding $300,000 for those years
and a reasonable expectation of the same income level in the current year; orxl.
    
    a trust with assets in excess of $5 million, not formed to
acquire the securities offered, whose purchases a sophisticated person makes.




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##### 



ix.
    
    More than 50 percent of the outstanding voting securities of
such issuer are directly or indirectly owned of record by residents of the
United States; andx.
    
    Any of the following:
 
    
    The majority of the executive officers or directors are United States
citizens or residents;
    
    More than 50 percent of the assets of the issuer are located in the United States; or
    
    The business of the issuer is administered principally in the United States.




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##### 



(xxix)
    
    any natural person resident in the United States;(xxx)
    
    any partnership or corporation organized or incorporated under
the laws of the United States;(xxxi)
    
    any estate of which any executor or administrator is a U.S. person;(xxxii)
    
    any trust of which any trustee is a U S person;(xxxiii)
    
    any agency or branch of a foreign entity located in the United States;(xxxiv)
    
    any non-discretionary account or similar account (other than an estate or
trust) held by a dealer or other fiduciary organized, incorporate, or (if an
individual) resident in the United States; and(xxxv)
    
    any partnership or corporation if
 (A)
    
    organized or incorporated under the laws of any
foreign jurisdiction; and(B)
    
    formed by a U.S. person principally for the
purpose of investing in securities not registered under the Act, unless
it is organized or incorporated, and owned, by accredited investors who
are not natural persons, estates or trusts.




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PART XLIX ARTICLE 2
 Agreement to Subscribe
 2.1 Subscription . Subject to the terms and conditions of this Agreement, the Issuer
agrees to issue and allot, and the Subscriber agrees to subscribe for and purchase 150,000 newly
issued Shares of the Issuer (Subscription Shares) at US.$4.00 per Share (Subscription Price per
Share) (the product of such number of Subscription Shares and the Subscription Price per Share is
the Subscribers Aggregate Share Subscription Price).
 2.2 Acceptance by the Issuer . The Issuer will not accept subscriptions from any person
who:
 Delivery of Agreement
 Compliance with Laws
  ARTICLE 3
Completion
 Completion Date
 3.2 Completion Transactions . On the Completion Date, subject to the satisfaction of
the conditions set out in Article 8, Completion shall take place at 10:00 a.m. on the Completion
Date in the offices of Baker & McKenzie, legal advisor to the Issuer in the following manner:
     (e) subject to the satisfaction of Articles 3, 8, and other terms and conditions of this
Agreement, on the Completion Date, the Issuer shall issue a written instruction to the Share
Transfer Agent authorizing and requesting the Share Transfer Agent to enter and record the name of
the Subscriber in the register of members of the Issuer as registered shareholder of the Issuer.
The Issuer shall take necessary steps to update the copy of the register of members maintained at
the registered office of the Issuer in the British Virgin Islands in accordance with the relevant
laws and regulations.




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PART
L ARTICLE 4
 Agreements of the Subscriber
 4.1 Exemption from Registration . The Subscriber acknowledges and agrees that the
Subscription Shares will be offered and sold to the Subscriber without such offers and sales being
registered under the Securities Act and will be issued to the Subscriber in an offshore transaction
outside of the United States in accordance with a safe harbour from the registration requirements
of the Securities Act, in reliance provided by Rule 903 of Regulation S of the Securities Act based
on the representations and warranties of the Subscriber in this Agreement.
 4.2 Resales of Securities . The Subscriber acknowledges that after giving effect to
the Transaction contemplated by this Agreement, it may be deemed to be an affiliate of the
Issuer, as such term is defined in Rule 405 under the Securities Act. The Subscriber may not
offer, sell, resell, pledge or otherwise transfer (any such action being referred to hereinafter as
reselling, or resale) the Securities except pursuant to an available exemption from
registration under the Securities Act or pursuant to an effective registration statement under the
Securities Act and in compliance with all applicable state securities laws and the laws of any
other jurisdiction. Accordingly, the Subscriber agrees to resell the Securities only in accordance
with the provisions of Rule 903 or 904 of Regulation S of the Securities Act, pursuant to an
effective registration statement under the Securities Act, or pursuant to an available exemption
from registration pursuant to the Securities Act, including the exemption from registration
provided by Rule 144 under the Securities Act. In particular, the Subscriber agrees that it will
not offer, sell, resell, pledge or otherwise transfer (including to a nominee) the Subscription
Shares except (a) during the period of one year commencing on the Completion Date, (i) in
compliance with Rule 903 of Regulation S under the Securities Act, or (ii) pursuant to an effective
registration statement; and (b) after one year from the Completion Date, (i) pursuant to either of
clause (a)(i) or (a)(ii) above, or (ii) pursuant to the exemption provided by Rule 144 under the
Securities Act, if available. The Subscriber acknowledges that the Issuer makes no representations
regarding the availability of the exemption provided by Rule 144 at any time. The Subscriber
agrees that the Issuer will refuse to register any transfer of the Securities not made in
accordance with the provisions of Regulation S of the Securities Act, pursuant to registration
under the Securities Act or pursuant to an available exemption from registration. The Subscriber
agrees that the Issuer may require an opinion of legal counsel reasonably acceptable to the Issuer
in the event of any resale of any of the Securities by the Subscriber pursuant to an exemption from
registration under the Securities Act.
 4.3 Hedging Transactions . The Subscriber agrees not to engage in or enter into any
trust, any option to sell or purchase or any equity swap or similar hedging arrangement pursuant to
which the economic consequences of ownership of the Securities may be transferred to any person,
including any U.S. person.
 4.4 Share Certificates . The Subscriber acknowledges and agrees that all certificates
representing the Subscription Shares will be endorsed with the following legend, or such similar
legend as deemed advisable by legal counsel for the Issuer, to ensure compliance with Regulation S
of the Securities Act and to reflect the status of the Subscription Shares as securities held by
affiliates of the Issuer:
 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE ACT), AND HAVE BEEN ISSUED AND SOLD IN RELIANCE UPON AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S UNDER
THE ACT. SUCH SECURITIES MAY NOT BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE
REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION
UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED
UNLESS IN COMPLIANCE WITH THE ACT.
 Notice of Transfer Restrictions to Subsequent Transferees
 4.6 Removal of Legends. Upon application by the Subscriber and the transferee, the
Issuer may instruct the share registrar to reissue share certificates that do not bear such legends
(i) in the case of a resale by a non-affiliated Subscriber pursuant to Rule 904 of Regulation S,
after the expiration of the 40-day distribution compliance period, (ii) in the case of a resale of
such securities pursuant to an effective registration under the Securities Act or (iii) where
certified by an opinion of counsel recognized as being experienced in matters of United States
securities laws in form and content reasonably satisfactory to the Issuer to the effect that the
securities proposed to be disposed of may be lawfully so disposed of without registration,
qualification or legend. In the case of an application under (iii) above, the Issuer may require
appropriate certifications, acknowledgements, representations and warranties of the Subscriber and
the transferee, and an opinion of legal counsel reasonably acceptable to the Issuer.
 4.7 Lock-Up . The Subscriber agrees that during the period beginning from the
Completion Date and continuing to and including the date that is 12 months after the Completion
Date, it will not (i) offer, sell, contract to sell, pledge or otherwise dispose of, or permit any
person acting on its behalf to offer, sell, contract to sell, pledge or otherwise dispose of any
Subscription Shares, or (ii) engage in or enter into any trust, any option to sell or purchase or
any equity swap or similar hedging arrangement pursuant to which the economic consequences of
ownership of the Subscription Shares may be transferred to any person.




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PART
LI ARTICLE 5
 Representations and Warranties of Subscriber
 Representations and Warranties
 No Registration
 Not a U.S. Person
 Accredited Investor
 Investment Intent
 Independent Investigation
 No Advice from Issuer
 Due Incorporation and Good Standing
 Power and Authorization
 No Conflicts




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No Consents
 Enforceability
 Accuracy of Representations
 Notification of Breach
 Survival
 PART LII
 PART
LIII ARTICLE 6
 Agreements of the Issuer
  NASDAQ Listing
 SEC Reporting and Compliance
 Transaction Documents
 Non-Public Information
 Announcement




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Further Assurances
 PART
LIV ARTICLE 7
 Representations and Warranties of the Issuer
 7.1 Representations and Warranties of the Issuer . The Issuer represents and warrants
to the Subscriber and agrees with the Subscriber, that:
 Due Incorporation and Good Standing
 Power and Authorization
 Foreign Issuer
 Authorized and Outstanding Share Capital
  No Conflicts
    No Consents
 Enforceability
 Litigation or Investigation




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##### 



Reporting Company
 Information Concerning the Issuer
 Internal Controls
 No Integrated Offering
 No Registration Required
 Listing of Shares
 (o) No Directed Selling Efforts . Neither the Issuer nor any of its affiliates nor any
person acting on its or their behalf has engaged, or will engage, in any directed selling efforts
(within the meaning of Regulation S) with respect to the Subscription Shares and the Issuer and all
of its affiliates and any person acting on its or their behalf have complied and will continue to
comply with the offering restrictions requirement of Regulation S.
 Accuracy of Representations
 Notification of Breach
 Survival




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PART LV
 PART
LVI ARTICLE 8
 Conditions Precedent
  Representations and Warranties
 Performance of Obligations
 NASDAQ Listing Status
 Execution of Agreements
 Preparation of Transaction Documents
 Board Resolution
 Share Certificates
 Officers Certificate
 PART
LVII ARTICLE 9
 Indemnification
 9.1 Indemnification by the Issuer . The Issuer agrees to indemnify, defend and hold
the Subscriber (which term shall, for the purposes of this Section 9.1, include the Subscriber and
its shareholders, managers, partners, directors, officers, members, employees, direct or indirect
Subscriber, agents and affiliates and assignees and the stockholders, partners, directors, members,
managers, officers, employees direct or indirect Subscriber and agents of such affiliates and
assignees) harmless against any and all liabilities, loss, cost or damage, together with all
reasonable costs and expenses related thereto (including reasonable legal and accounting fees and
expenses), arising from, relating to, or connected with the untruth, inaccuracy or breach of any
statement, representation, warranty or covenant of the Issuer contained in this Agreement.
 Indemnification by the Subscriber




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PART LVIII
 PART
LIX ARTICLE 10
 Miscellaneous Provisions
 10.1 Effectiveness of Representations; Survival . Each party is entitled to rely on
the representations, warranties and agreements of each of the other parties and all such
representations, warranties and agreements will be effective regardless of any investigation that
any party has undertaken or failed to undertake. The representation, warranties and agreements
will survive the Completion and continue in full force and effect until the date that is one year
after the Completion Date.
 10.2 Further Assurances . Each of the parties hereto will cooperate with the others and
execute and deliver to the other parties hereto such other instruments and documents and take such
other actions as may be reasonably requested from time to time by any other party hereto as
necessary to carry out, evidence, and confirm the intended purposes of this Agreement.
 10.3 Amendment . This Agreement may not be amended except by an instrument in writing
signed by each of the parties.
 10.4 Expenses . Each party to this Agreement will bear its respective expenses
incurred in connection with the preparation, execution, and performance of this Agreement and the
transactions contemplated hereby, including all fees and expenses of agents, representatives,
counsel, and accountants. The Subscriber shall not deduct the expenses from the Aggregate Share
Subscription Price to be released to the Issuer.
 10.5 Entire Agreement . This Agreement, the exhibits, schedules attached hereto and
the other Transaction Documents contain the entire agreement between the parties with respect to
the subject matter hereof and supersede all prior arrangements and understandings, both written and
oral, expressed or implied, with respect thereto.
 10.6 Severability . If one or more provisions of this Agreement is held to be
unenforceable under applicable law, such provision will be excluded from the Agreement and the
balance of this Agreement will be enforceable in accordance with its terms.
 10.7 Notices . All notices and other communications required or permitted under this
Agreement must be in writing and will be deemed given if sent by personal delivery, faxed with
electronic confirmation of delivery, internationally-recognized express courier or registered or
certified mail (return receipt requested), postage prepaid, to the parties at the following
addresses (or at such other address for a party as will be specified by like notice):
  Mrs. Wei Xia
Smartweed Investments Limited
  Mr. Alan Li
China Technology Development Group Corporation
  10.8 Headings . The headings contained in this Agreement are for convenience purposes
only and will not affect in any way the meaning or interpretation of this Agreement.




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10.9 Benefits . This Agreement is and will only be construed as for the benefit of or
enforceable by those persons party to this Agreement.
 10.10 Assignment . This Agreement may not be assigned (except by operation of law) by
any party without the consent of the other parties.
 10.11 Governing Law . This Agreement will be governed by and construed in accordance
with the laws of the Hong Kong SAR, China, applicable to contracts made and to be performed
therein.
 10.12 Counterparts . This Agreement may be executed in one or more counterparts, all
of which will be considered one and the same agreement and will become effective when one or more
counterparts have been signed by each of the parties and delivered to the other parties, it being
understood that all parties need not sign the same counterpart.
 10.13 Schedules and Exhibits . The schedules and exhibits are attached to this
Agreement and incorporated herein.
 IN WITNESS WHEREOF




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SIGNATURE PAGE
 SIGNED
by Alan Li
    
    )for and on behalf of
    
    )CHINA TECHNOLOGY DEVELOPMENT
    
    )GROUP CORPORATION
    
    )in the presence of :
    
    )SIGNED
by Wei Xia
    
    )for and on behalf of
    
    )SMARTWEED INVESTMENTS LIMITED
    
    )in the presence of:
    
    )




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SCHEDULE A
 Issuers Receiving Bank Account Information
 Name of Bank:
    
    China Merchants Bank Hong Kong Branch(CHINESE CHARECTER)Bank Account Name:
    
    China Technology Development Group CorporationAccount Number:
    
    (CHINESE CHARECTER)   (HKD A/C) 238-860-20055267(CHINESE CHARECTER)   (USD A/C) 238-860-20055766




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Dated April 12, 2007
 CHINA TECHNOLOGY DEVELOPMENT GROUP CORPORATION
 and
 XINHUA GOLD NET INTERNATIONAL CO., LTD.
 
 Subscription Agreement




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TABLE OF CONTENTS
 PageARTICLE 1 Definitions and Interpretation
    
    
    3ARTICLE 2 Agreement to Subscribe
    
    
    3ARTICLE 3 Completion
    
    
    3ARTICLE 4 Agreements of the Subscriber
    
    
    3ARTICLE 5 Representations and Warranties of Subscriber
    
    
    3ARTICLE 6 Agreements of the Issuer
    
    
    3ARTICLE 7 Representations and Warranties of the Issuer
    
    
    3ARTICLE 8 Conditions Precedent
    
    
    3ARTICLE 9 Indemnification
    
    
    3ARTICLE 10 Miscellaneous Provisions
    
    
    3EXECUTION
    
    
    18SCHEDULE A Issuers Receiving Bank Account Information
    
    
    19




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SUBSCRIPTION AGREEMENT
 THIS SUBSCRIPTION AGREEMENT Agreement Issuer  Subscriber
      ARTICLE 1
Definitions and Interpretation
 Item 9. Definitions . The following terms will have the following meanings for all
purposes of this Agreement:
  xli.
    
    a bank, insurance company, registered investment company,
business development company, or small business investment company;xlii.
    
    an employee benefit plan, within the meaning of the
Employee Retirement Income Security Act, if a bank, insurance company, or
registered investment adviser makes the investment decisions, or if the plan
has total assets in excess of $5 million;xliii.
    
    a charitable organization, corporation, or partnership with assets
exceeding $5 million;xliv.
    
    a director, executive officer, or general partner of the
company selling the securities;xlv.
    
    a business in which all the equity owners are accredited
investors;xlvi.
    
    a natural person who has individual net worth, or joint
net worth with the person spouse, that exceeds $1 million at the time of the
purchase;xlvii.
    
    a natural person with income exceeding $200,000 in each of the two most
recent years or joint income with a spouse exceeding $300,000 for those years
and a reasonable expectation of the same income level in the current year; orxlviii.
    
    a trust with assets in excess of $5 million, not formed to acquire the
securities offered, whose purchases a sophisticated person makes.




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xi.
    
    More than 50 percent of the outstanding voting securities
of such issuer are directly or indirectly owned of record by residents of the
United States; andxii.
    
    Any of the following:
 
    
    The majority of the executive officers or directors are United
States citizens or residents;
    
    More than 50 percent of the assets of the issuer are located in the
United States; or
    
    The business of the issuer is administered principally in the
United States.




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(xxxvi)
    
    any natural person resident in the United States;(xxxvii)
    
    any partnership or corporation organized or incorporated under the laws
of the United States;(xxxviii)
    
    any estate of which any executor or administrator is a U.S. person;(xxxix)
    
    any trust of which any trustee is a U S person;(xl)
    
    any agency or branch of a foreign entity located in the United States;(xli)
    
    any non-discretionary account or similar account (other
than an estate or trust) held by a dealer or other fiduciary organized,
incorporate, or (if an individual) resident in the United States; and(xlii)
    
    any partnership or corporation if:
 (A)
    
    organized or incorporated under the laws
of any foreign jurisdiction; and(B)
    
    formed by a U.S. person principally for
the purpose of investing in securities not registered under the Act,
unless it is organized or incorporated, and owned, by accredited
investors who are not natural persons, estates or trusts.




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PART
LX ARTICLE 2
 Agreement to Subscribe
 2.1 Subscription . Subject to the terms and conditions of this Agreement, the Issuer
agrees to issue and allot, and the Subscriber agrees to subscribe for and purchase 1,250,000 newly
issued Shares of the Issuer (Subscription Shares) at U.S.$4.00 per Share (the Subscription Price
per Share) (the product of such number of Subscription Shares and the Subscription Price per Share
is the Subscribers Aggregate Share Subscription Price).
 2.2 Acceptance by the Issuer . The Issuer will not accept subscriptions from any person
who:
 Delivery of Agreement
 Compliance with Laws
  ARTICLE 3
Completion
 Completion Date
 3.2 Completion Transactions . On the Completion Date, subject to the satisfaction of
the conditions set out in Article 8, Completion shall take place at 10:00 a.m. on the Completion
Date in the offices of Baker & McKenzie, legal advisor to the Issuer in the following manner:
     (e) subject to the satisfaction of Articles 3, 8, and other terms and conditions of this
Agreement, on the Completion Date, the Issuer shall issue a written instruction to the Share
Transfer Agent authorizing and requesting the Share Transfer Agent to enter and record the name of
the Subscriber in the register of members of the Issuer as registered shareholder of the Issuer.
The Issuer shall take necessary steps to update the copy of the register of members maintained at
the registered office of the Issuer in the British Virgin Islands in accordance with the relevant
laws and regulations.




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PART
LXI ARTICLE 4
 Agreements of the Subscriber
 4.1 Exemption from Registration . The Subscriber acknowledges and agrees that the
Subscription Shares will be offered and sold to the Subscriber without such offers and sales being
registered under the Securities Act and will be issued to the Subscriber in an offshore transaction
outside of the United States in accordance with a safe harbour from the registration requirements
of the Securities Act, in reliance provided by Rule 903 of Regulation S of the Securities Act based
on the representations and warranties of the Subscriber in this Agreement.
 4.2 Resales of Securities . The Subscriber acknowledges that after giving effect to
the Transaction contemplated by this Agreement, it may be deemed to be an affiliate of the
Issuer, as such term is defined in Rule 405 under the Securities Act. The Subscriber may not offer,
sell, resell, pledge or otherwise transfer (any such action being referred to hereinafter as
reselling, or resale) the Securities except pursuant to an available exemption from
registration under the Securities Act or pursuant to an effective registration statement under the
Securities Act and in compliance with all applicable state securities laws and the laws of any
other jurisdiction. Accordingly, the Subscriber agrees to resell the Securities only in accordance
with the provisions of Rule 903 or 904 of Regulation S of the Securities Act, pursuant to an
effective registration statement under the Securities Act, or pursuant to an available exemption
from registration pursuant to the Securities Act, including the exemption from registration
provided by Rule 144 under the Securities Act. In particular, the Subscriber agrees that it will
not offer, sell, resell, pledge or otherwise transfer (including to a nominee) the Subscription
Shares except (a) during the period of one year commencing on the Completion Date, (i) in
compliance with Rule 903 of Regulation S under the Securities Act, or (ii) pursuant to an effective
registration statement; and (b) after one year from the Completion Date, (i) pursuant to either of
clause (a)(i) or (a)(ii) above, or (ii) pursuant to the exemption provided by Rule 144 under the
Securities Act, if available. The Subscriber acknowledges that the Issuer makes no representations
regarding the availability of the exemption provided by Rule 144 at any time. The Subscriber
agrees that the Issuer will refuse to register any transfer of the Securities not made in
accordance with the provisions of Regulation S of the Securities Act, pursuant to registration
under the Securities Act or pursuant to an available exemption from registration. The Subscriber
agrees that the Issuer may require an opinion of legal counsel reasonably acceptable to the Issuer
in the event of any resale of any of the Securities by the Subscriber pursuant to an exemption from
registration under the Securities Act.
 4.3 Hedging Transactions . The Subscriber agrees not to engage in or enter into any
trust, any option to sell or purchase or any equity swap or similar hedging arrangement pursuant to
which the economic consequences of ownership of the Securities may be transferred to any person,
including any U.S. person.
 4.4 Share Certificates . The Subscriber acknowledges and agrees that all certificates
representing the Subscription Shares will be endorsed with the following legend, or such similar
legend as deemed advisable by legal counsel for the Issuer, to ensure compliance with Regulation S
of the Securities Act and to reflect the status of the Subscription Shares as securities held by
affiliates of the Issuer:
 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE ACT), AND HAVE BEEN ISSUED AND SOLD IN RELIANCE UPON AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S UNDER
THE ACT. SUCH SECURITIES MAY NOT BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE
REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION
UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED
UNLESS IN COMPLIANCE WITH THE ACT.
 4.5 Notice of Transfer Restrictions to Subsequent Transferees . The Subscriber will
advise any subsequent transferee of the Subscription Shares of the foregoing restrictions on
transfer, and will procure that any such transferee shall deliver to the Issuer an undertaking to
observe and be bound by such restrictions.
 4.6 Removal of Legends. Upon application by the Subscriber and the transferee, the
Issuer may instruct the share registrar to reissue share certificates that do not bear such legends
(i) in the case of a resale by a non-affiliated Subscriber pursuant to Rule 904 of Regulation S,
after the expiration of the




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##### 



40-day distribution compliance period, (ii) in the case of a resale of such securities
pursuant to an effective registration under the Securities Act or (iii) where certified by an
opinion of counsel recognized as being experienced in matters of United States securities laws in
form and content reasonably satisfactory to the Issuer to the effect that the securities proposed
to be disposed of may be lawfully so disposed of without registration, qualification or legend. In
the case of an application under (iii) above, the Issuer may require appropriate certifications,
acknowledgements, representations and warranties of the Subscriber and the transferee, and an
opinion of legal counsel reasonably acceptable to the Issuer.
 4.7 Lock-Up . The Subscriber agrees that during the period beginning from the
Completion Date and continuing to and including the date that is 12 months after the Completion
Date, it will not (i) offer, sell, contract to sell, pledge or otherwise dispose of, or permit any
person acting on its behalf to offer, sell, contract to sell, pledge or otherwise dispose of any
Subscription Shares, or (ii) engage in or enter into any trust, any option to sell or purchase or
any equity swap or similar hedging arrangement pursuant to which the economic consequences of
ownership of the Subscription Shares may be transferred to any person.
 PART
LXII ARTICLE 5
 Representations and Warranties of Subscriber
 Representations and Warranties
 No Registration
 Not a U.S. Person
 Accredited Investor
 Investment Intent
 Independent Investigation
 No Advice from Issuer




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##### 



Due Incorporation and Good Standing
 Power and Authorization
 No Conflicts
    No Consents
 Enforceability
 Accuracy of Representations
 Notification of Breach
 Survival
 PART LXIII
 PART
LXIV ARTICLE 6
 Agreements of the Issuer
  NASDAQ Listing




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##### 



SEC Reporting and Compliance
 Transaction Documents
 Non-Public Information
 Announcement
 Further Assurances
 PART
LXV ARTICLE 7
 Representations and Warranties of the Issuer
 7.1 Representations and Warranties of the Issuer . The Issuer represents and warrants
to the Subscriber and agrees with the Subscriber, that:
 Due Incorporation and Good Standing
 Power and Authorization
 Foreign Issuer
 Authorized and Outstanding Share Capital
  No Conflicts




---



##### 



No Consents
 Enforceability
 Litigation or Investigation
 Reporting Company
 Information Concerning the Issuer
 Internal Controls
 No Integrated Offering




---



##### 



No Registration Required
 Listing of Shares
 (o) No Directed Selling Efforts. Neither the Issuer nor any of its affiliates nor any
person acting on its or their behalf has engaged, or will engage, in any directed selling efforts
(within the meaning of Regulation S) with respect to the Subscription Shares and the Issuer and all
of its affiliates and any person acting on its or their behalf have complied and will continue to
comply with the offering restrictions requirement of Regulation S.
 Accuracy of Representations
 Notification of Breach
 Survival
 PART LXVI
 PART
LXVII ARTICLE 8
 Conditions Precedent
  Representations and Warranties
 Performance of Obligations
 NASDAQ Listing Status
 Execution of Agreements
 Preparation of Transaction Documents
 Board Resolution
 Share Certificates




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##### 



Officers Certificate
 PART
LXVIII ARTICLE 9
 Indemnification
 9.1 Indemnification by the Issuer . The Issuer agrees to indemnify, defend and hold
the Subscriber (which term shall, for the purposes of this Section 9.1, include the Subscriber and
its shareholders, managers, partners, directors, officers, members, employees, direct or indirect
Subscriber, agents and affiliates and assignees and the stockholders, partners, directors, members,
managers, officers, employees direct or indirect Subscriber and agents of such affiliates and
assignees) harmless against any and all liabilities, loss, cost or damage, together with all
reasonable costs and expenses related thereto (including reasonable legal and accounting fees and
expenses), arising from, relating to, or connected with the untruth, inaccuracy or breach of any
statement, representation, warranty or covenant of the Issuer contained in this Agreement.
 Indemnification by the Subscriber
 PART LXIX
 PART
LXX ARTICLE 10
 Miscellaneous Provisions
 10.1 Effectiveness of Representations; Survival . Each party is entitled to rely on
the representations, warranties and agreements of each of the other parties and all such
representations, warranties and agreements will be effective regardless of any investigation that
any party has undertaken or failed to undertake. The representation, warranties and agreements
will survive the Completion and continue in full force and effect until the date that is one year
after the Completion Date.
 10.2 Further Assurances . Each of the parties hereto will cooperate with the others and
execute and deliver to the other parties hereto such other instruments and documents and take such
other actions as may be reasonably requested from time to time by any other party hereto as
necessary to carry out, evidence, and confirm the intended purposes of this Agreement.
 10.3 Amendment . This Agreement may not be amended except by an instrument in writing
signed by each of the parties.
 10.4 Expenses . Each party to this Agreement will bear its respective expenses incurred
in connection with the preparation, execution, and performance of this Agreement and the
transactions contemplated hereby, including all fees and expenses of agents, representatives,
counsel, and accountants. The Subscriber shall not deduct the expenses from the Aggregate Share
Subscription Price to be released to the Issuer.
 10.5 Entire Agreement . This Agreement, the exhibits, schedules attached hereto and
the other Transaction Documents contain the entire agreement between the parties with respect to
the subject matter hereof and supersede all prior arrangements and understandings, both written and
oral, expressed or implied, with respect thereto.
 10.6 Severability . If one or more provisions of this Agreement is held to be
unenforceable under applicable law, such provision will be excluded from the Agreement and the
balance of this Agreement will be enforceable in accordance with its terms.
 10.7 Notices . All notices and other communications required or permitted under this
Agreement must be in writing and will be deemed given if sent by personal delivery, faxed with
electronic




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confirmation of delivery, internationally-recognized express courier or registered or
certified mail (return receipt requested), postage prepaid, to the parties at the following
addresses (or at such other address for a party as will be specified by like notice):
  Ms. Jennie Mak
Xinhua Gold Net International Co., Ltd.
  Mr. Alan Li
China Technology Development Group Corporation
  10.8 Headings . The headings contained in this Agreement are for convenience purposes
only and will not affect in any way the meaning or interpretation of this Agreement.
 10.9 Benefits . This Agreement is and will only be construed as for the benefit of or
enforceable by those persons party to this Agreement.
 10.10 Assignment . This Agreement may not be assigned (except by operation of law) by
any party without the consent of the other parties.
 10.11 Governing Law . This Agreement will be governed by and construed in accordance
with the laws of the Hong Kong SAR, China, applicable to contracts made and to be performed
therein.
 10.12 Counterparts . This Agreement may be executed in one or more counterparts, all
of which will be considered one and the same agreement and will become effective when one or more
counterparts have been signed by each of the parties and delivered to the other parties, it being
understood that all parties need not sign the same counterpart.
 10.13 Schedules and Exhibits . The schedules and exhibits are attached to this
Agreement and incorporated herein.
 IN WITNESS WHEREOF




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SIGNATURE PAGE
 SIGNED
by  Alan Li
    
    )for and on behalf of
    
    )CHINA TECHNOLOGY DEVELOPMENT
    
    )GROUP CORPORATION
    
    )in the presence of :
    
    )SIGNED
by Leung King Pak
    
    )for and on behalf of
    
    )XINHUA GOLD NET INTERNATIONAL 
CO., LTD.
    
    )
)in the presence of :
    
    )




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SCHEDULE A
 Issuers Receiving Bank Account Information
 Name of Bank:
    
    China Merchants Bank Hong Kong Branch(CHINESE CHARECTER)Bank Account Name:
    
    China Technology Development Group CorporationAccount Number:
    

(CHINESE CHARECTER)   (HKD A/C) 238-860-20055267(CHINESE CHARECTER)   (USD A/C) 238-860-20055766