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Exhibit 10.1
 New shares subscription agreements with China Biotech Holdings Limited, Eastern Ceremony Group Limited and
Harvest Smart Overseas Limited
 Dated November 27, 2006
 CHINA TECHNOLOGY DEVELOPMENT GROUP CORPORATION
 and
 CHINA BIOTECH HOLDINGS LTD.
 
 Subscription Agreement




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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
    
    
    
    
    22EXHIBIT A
    
    Form of Warrant Certificate
    
    
    23EXHIBIT B
    
    Form of Notice of Exercise
    
    
    30SCHEDULE A
    
    Issuers Receiving Bank Account Information
    
    
    33




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SUBSCRIPTION AGREEMENT
 THIS SUBSCRIPTION AGREEMENT Agreement Issuer Subscriber
        PART I ARTICLE 1
Definitions And Interpretation
 Item 1. Definitions . The following terms will have the following meanings for all
purposes of this Agreement:
 (a)
    
    Accredited Investor  shall have the following meaning as defined in Rule 501 of
Regulation D:
 i.
    
    a bank, insurance company, registered investment company,
business development company, or small business investment company;ii.
    
    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;iii.
    
    a charitable organization, corporation, or partnership with
assets exceeding $5 million;iv.
    
    a director, executive officer, or general partner of the
company selling the securities;v.
    
    a business in which all the equity owners are accredited
investors;vi.
    
    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;vii.
    
    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; orviii.
    
    a trust with assets in excess of $5 million, not formed to
acquire the securities offered, whose purchases a sophisticated person makes.
  (c)
    
    Aggregate Share Subscription Price is as defined in Article 2, Section 2.1(a).




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(d)
    
    Aggregate Subscription Price is as defined in Article 2, Section 2.1(b).(e)
    
    Aggregate Warrant Subscription Price is as defined in Article 2, Section 2.1(b).(f)
    
    Business Days means any day, excluding Saturdays, on which banks in Hong Kong are
generally open for business.(g)
    
    change in internal controls over financial reporting as defined in Item 308(c) of
Regulation S-K, means the disclosure of any change in the registrants internal control over
financial reporting identified in connection with the evaluation required by paragraph (d) of Rule
13a-15 or Rule 15d-15 under the Exchange Act that occurred during the registrants last fiscal
quarter (the registrants fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrants internal
control over financial reporting.
 (h)
    
    Completion means the completion of the Transaction.(i)
    
    Completion Date is as defined in Article 3, Section 3.1.(j)
    
    Common Stock means the shares of the Issuer, par value US$0.01 per share.
      i.
    
    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; andii.
    
    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.
 (p)
    
    Hong Kong SAR means the Hong Kong Special Administrative Region, the Peoples Republic
of China.
   (s)
    
    NASDAQ means The Nasdaq Stock Market, Inc.




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(v)
    
    Reports means the Annual Reports of the Issuer on Form 20-F filed with the SEC.
  (x)
    
    SEC means the United States Securities and Exchange Commission.(y)
    
    Securities means the Subscription Shares, the Warrants and the Warrant Shares.(z)
    
    Securities Act means the United States Securities Act of 1933, as amended.
            (al)
    
    A U. S. Person means any person who is:
 (i)
    
    any natural person resident in the United States;(ii)
    
    any partnership or corporation organized or incorporated under
the laws of the United States;(iii)
    
    any estate of which any executor or administrator is a U.S.
person;(iv)
    
    any trust of which any trustee is a U S person;(v)
    
    any agency or branch of a foreign entity located in the United
States;




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(vi)
    
    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(vii)
    
    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.
 (am)
    
    Warrants means 2,000,000 warrants for the purchase of 2,000,000 newly issued Shares of
the Issuer.
 (an)
    
    Warrant Shares means the Shares currently issuable pursuant to exercise of the Warrants.
 PART
II 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:
 Subscription Shares
 Warrants
 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.
 2.4 Placing Agent . The Issuer and the Subscriber hereby agree in respect of the
Subscription Securities to appoint China Merchants Securities (HK) Co. Ltd. as the placing agent
(Placing Agent), and the Placing Agent hereby agrees to act as the sole placing agent for the
Issuer in respect of the Subscription Securities on terms and subject to conditions set out in this
Agreement. For avoidance of doubt, the Placing Agent has agreed not to charge the Issuer or the
Subscriber any commissions, fees or transactional charges of any kind in connection with this
Agreement.
 PART
III ARTICLE 3
COMPLETION
 Completion Date




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Completion Transactions
     PART
IV 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 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 the Sale and Purchase 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.




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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.
 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
V ARTICLE 5
Representations and Warranties of Subscriber
 Representations and Warranties




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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
VI ARTICLE 6
Agreements of the Issuer
  NASDAQ Listing
 SEC Reporting and Compliance
 Warrant Shares
 Transaction Documents
 Non-Public Information




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Announcement
 Further Assurances
 PART
VII 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




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Enforceability
 Litigation or Investigation
 Reporting Company
 Information Concerning the Issuer
 Internal Controls
 No Integrated Offering
 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.
 No Directed Selling Efforts.




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Accuracy of Representations
 Notification of Breach
 Survival
 PART VIII
 PART
IX ARTICLE 8
Conditions Precedent
  Representations and Warranties
 Performance of Obligations
 NASDAQ Listing Status
 Execution of Agreements
 Preparation of Transaction Documents
 Fairness Opinion; Independent Directors Approval
 Resignation of Directors and Officers
 Appointment of New Directors and Officers




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Change of Records
 Bank Accounts.
 Shareholders Approval
 Share Certificates
 Officers Certificate
 PART
X 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 XI
 PART
XII 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.




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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 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):
 Mr. Zhenwei Lu  China Biotech Holdings Ltd.




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Mr. Qian Xu  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
  for and on behalf ofCHINA TECHNOLOGY DEVELOPMENT GROUP CORPORATION
in the presence of:Witness signature
    
    : /s/ Yu Hoi ManWitness name
    
    : Yu Hoi ManWitness occupation
    
    : Solicitor, Baker & Mckenzie
Hong Kong SARWitness address
    
    : 14/F Hutchison House,
10 Harcourt Road, Hong KongSIGNED
by Lu Zhenweifor and on behalf ofCHINA BIOTECH HOLDINGS LTD.
in the presence of:Witness signature
    
    : /s/ Chan Cheng KwanWitness name
    
    : Chan Cheng Kwan JosephineWitness occupation
    
    : Solicitor, Acrulli Fong & Ng
Hong Kong SARWitness address
    
    : 908, Hutchison House,
Central, Hong Kong




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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.
 China Technology Development Group Corporation (the Issuer)
 Warrant Certificate No.Name of Holder:
    
    China Biotech Holdings LimitedAddress of Holder:
    
    Trident Chambers, P.O. Box 146, Road Town, Tortola, British Virgin IslandsNumber of Shares:
    
    2,000,000 SharesDate of Issuance:
    
    November 27, 2006Exercise Price:
    
    US$5.00 per ShareExpiry Date:
    
    November 26, 2008 (24 months from date of issuance)




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THIS WARRANT CERTIFIES THAT
 1.       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
 2. Covenants of the Issuer
 Authorized Shares
 Issuance of Shares




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3. Transfer and Replacement
     4. 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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5. 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:
  Number of Shares Purchased:
    
    
    
    SharesAggregate Purchase Price:
    
    
    
    US$
  6.
    
    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 4.27.
    
    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.8.
    
    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.9.
    
    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.10.
    
    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.
 11.
    
    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.12.
    
    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.13.
    
    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.14.
    
    The undersigned agrees not to engage in hedging transactions with regard to the Shares unless
in compliance with the Securities Act.15.
    
    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.
 16.
    
    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:
    
    Standard Chartered Bank (HK) Ltd.(CHINESE CHARACTER)Bank account name:
    
    CHINA MERCHANTS SECURITIES (HK) CO. LTD.(CHINESE CHARACTER)Account Number:
    
    (CHINESE CHARACTER) (HKD A/C) 368-1-036056-6(CHINESE CHARACTER) (USD A/C) 368-0-035285-4Reference:
    
    In favor of China Technology Development Group Corporation




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Dated November 27, 2006
 CHINA TECHNOLOGY DEVELOPMENT GROUP CORPORATION
 and
 HARVEST SMART OVERSEAS LIMITED
 
 Subscription Agreement




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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
    
    
    
    
    21EXHIBIT A
    
    Form of Warrant Certificate
    
    
    22EXHIBIT B
    
    Form of Notice of Exercise
    
    
    29SCHEDULE A
    
    Issuers Receiving Bank Account Information
    
    
    32




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Execution Copy
 SUBSCRIPTION AGREEMENT
 THIS SUBSCRIPTION AGREEMENT Agreement Issuer Subscriber
        PART
XIII ARTICLE 1
Definitions And Interpretation
 Item 2. Definitions . The following terms will have the following meanings for all
purposes of this Agreement:
 (a)
    
    Accredited Investor  shall have the following meaning as defined in Rule 501 of
Regulation D:
 ix.
    
    a bank, insurance company, registered investment company,
business development company, or small business investment company;x.
    
    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;xi.
    
    a charitable organization, corporation, or partnership with assets exceeding $5 million;xii.
    
    a director, executive officer, or general partner of the company selling the securities;xiii.
    
    a business in which all the equity owners are accredited investors;xiv.
    
    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;xv.
    
    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; orxvi.
    
    a trust with assets in excess of $5 million, not formed to
acquire the securities offered, whose purchases a sophisticated person makes.
  (c)
    
    Aggregate Share Subscription Price is as defined in Article 2, Section 2.1(a).(d)
    
    Aggregate Subscription Price is as defined in Article 2, Section 2.1(b).




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(e)
    
    Aggregate Warrant Subscription Price is as defined in Article 2, Section 2.1(b).
   (h)
    
    Completion means the completion of the Transaction.(i)
    
    Completion Date is as defined in Article 3, Section 3.1.(j)
    
    Common Stock means the shares of the Issuer, par value US$0.01 per share.
      iii.
    
    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; andiv.
    
    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.
 (p)
    
    Hong Kong SAR means the Hong Kong Special Administrative Region, the Peoples Republic
of China.
   (s)
    
    NASDAQ means The NASDAQ Stock Market, Inc.




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(v)
    
    Reports means the Annual Reports of the Issuer on Form 20-F filed with the SEC.
  (x)
    
    SEC means the United States Securities and Exchange Commission.(y)
    
    Securities means the Subscription Shares, the Warrants and the Warrant Shares.(z)
    
    Securities Act means the United States Securities Act of 1933, as amended.
             (viii)
    
    any natural person resident in the United States;(ix)
    
    any partnership or corporation organized or incorporated under
the laws of the United States;(x)
    
    any estate of which any executor or administrator is a U.S.
person;(xi)
    
    any trust of which any trustee is a U S person;(xii)
    
    any agency or branch of a foreign entity located in the United
States;




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(xiii)
    
    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(xiv)
    
    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.
 (am)
    
    Warrants means 500,000 warrants for the purchase of 500,000 newly issued Shares of the
Issuer.(an)
    
    Warrant Shares means the Shares currently issuable and/or issued pursuant to exercise
of the Warrants.
 PART
XIV 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:
 Subscription Shares
 Warrants
 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.
 2.4 Placing Agent . The Issuer and the Subscriber hereby agree in respect of the
Subscription Securities to appoint China Merchants Securities (HK) Co. Ltd. as the placing agent
(Placing Agent), and the Placing Agent hereby agrees to act as the sole placing agent for the
Issuer in respect of the Subscription Securities on terms and subject to conditions set out in this
Agreement. For the avoidance of doubt, the Placing Agent shall not charge the Issuer any
commission in connection with this Agreement. However, the Issuer hereby agrees to reimburse the
Placing Agent for any out-of-pocket fees or transactional charges incurred by the Placing Agent in
connection with the Agreement.
 PART XV ARTICLE 3
COMPLETION
 Completion Date




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3.2 Completion Transactions . On the Completion Date, subject to the satisfaction of
the conditions set out in Article 8, subject to fulfillment of the Conditions Precedent as set out
in Clause 8, Completion shall take place at 8:30 am on the Completion Date in the offices of Baker
& McKenzie, legal advisor to the Issuer in the following manner:-
    (d) subject to the satisfaction of Clauses 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
XVI 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 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 the Placing Agency 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




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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.
 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.




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PART
XVII 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
XVIII ARTICLE 6
Agreements of the Issuer
  NASDAQ Listing
 SEC Reporting and Compliance
 Warrant Shares
 Transaction Documents
 Non-Public Information




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Announcement
 Further Assurances
 PART
XIX 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




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Enforceability
 Litigation or Investigation
 Reporting Company
 Information Concerning the Issuer
 Internal Controls
 No Integrated Offering
 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.
 No Directed Selling Efforts.




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Accuracy of Representations
 Notification of Breach
 Survival
 PART XX
 PART
XXI ARTICLE 8
Conditions Precedent
  Representations and Warranties
 Performance of Obligations
 NASDAQ Listing Status
 Execution of Agreements
 Preparation of Transaction Documents
 Fairness Opinion; Independent Directors Approval
 Shareholders Approval
 Share Certificates




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##### 



Officers Certificate
 PART
XXII 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 XXIII
 PART
XXIV 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, 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):




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Ms. Jennie Mak
Harvest Smart Overseas Limited
  Mr. Qian Xu
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
  for and on behalf ofCHINA TECHNOLOGY DEVELOPMENT GROUP CORPORATION
in the presence of:Witness signature
    
    : /s/ Yu Hoi ManWitness name
    
    : Yu Hoi ManWitness occupation
    
    : Solicitor, Baker & Mckenzie Hong
Kong SARWitness address
    
    : 14/F Hutchison House,
10 Harcourt Road Hong Kong
  for and on behalf ofHARVEST SMART OVERSEAS LIMITED
in the presence of:Witness signature
    
    : /s/ Yu Hoi ManWitness name
    
    : Yu Hoi ManWitness occupation
    
    : Solicitor, Baker & Mckenzie
Hong Kong SARWitness address
    
    : 14/F Hutchison House,
10 Harcourt Road Hong Kong




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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.
 China Technology Development Group Corporation (the Issuer)
 Warrant Certificate No.Name of Holder:
    
    Harvest Smart Overseas LimitedAddress of Holder:
    
    Plam Grove House, P.O. Box 438,
Road Town, Tortola, British Virgin IslandsNumber of Shares:
    
    500,000 SharesDate of Issuance:
    
    November 27, 2006Exercise Price:
    
    US$5.00 per ShareExpiry Date:
    
    November 26, 2008 (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
 Covenants of the Issuer
 Authorized Shares
 Issuance of Shares




---



##### 



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




---



##### 



Notice of Adjustment




---



##### 



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




---



##### 



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$
  22.
    
    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
 23.
    
    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.
 24.
    
    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.
 25.
    
    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.
 26.
    
    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.
 27.
    
    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.
 28.
    
    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.
 29.
    
    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.
 30.
    
    The undersigned agrees not to engage in hedging transactions with regard to the Shares unless
in compliance with the Securities Act.
 31.
    
    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.
 32.
    
    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:
    
    Standard Chartered Bank (HK) Ltd.(CHINESE CHARACTER)Bank account name:
    
    CHINA MERCHANTS SECURITIES (HK) CO. LTD.(CHINESE CHARACTER)Account Number:
    
    (CHINESE CHARACTER)   (HKD A/C) 368-1-036056-6(CHINESE CHARACTER)   (USD A/C) 368-0-035285-4Reference:
    
    In favor of China Technology Development Group Corporation




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##### 



Dated November 27, 2006
 CHINA TECHNOLOGY DEVELOPMENT GROUP CORPORATION
 and
 EASTERN CEREMONY GROUP LIMITED
 
 Subscription Agreement




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##### 



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
    
    
    
    
    22EXHIBIT A
    
    Form of Warrant Certificate
    
    
    23EXHIBIT B
    
    Form of Notice of Exercise
    
    
    30SCHEDULE A
    
    Issuers Receiving Bank Account Information
    
    
    33




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##### 



SUBSCRIPTION AGREEMENT
 THIS SUBSCRIPTION AGREEMENT Agreement Issuer Subscriber
        PART
XXV ARTICLE 1
Definitions And Interpretation
 Item 6. Definitions . The following terms will have the following meanings for all
purposes of this Agreement:
  xvii.
    
    a bank, insurance company, registered investment company,
business development company, or small business investment company;xviii.
    
    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;xix.
    
    a charitable organization, corporation, or partnership with assets exceeding $5 million;xx.
    
    a director, executive officer, or general partner of the company selling the securities;xxi.
    
    a business in which all the equity owners are accredited investors;xxii.
    
    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;xxiii.
    
    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; orxxiv.
    
    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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##### 



SEC shareholders balance sheet income statement cash flow statement
           v.
    
    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; andvi.
    
    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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##### 



,
                   (xv)
    
    any natural person resident in the United States;(xvi)
    
    any partnership or corporation organized or incorporated under
the laws of the United States;(xvii)
    
    any estate of which any executor or administrator is a U.S. person;(xviii)
    
    any trust of which any trustee is a U S person;




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##### 



(xix)
    
    any agency or branch of a foreign entity located in the United States;(xx)
    
    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(xxi)
    
    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
XXVI 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:
 Subscription Shares
 Warrants
 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.
 2.4 Placing Agent . The Issuer and the Subscriber hereby agree in respect of the
Subscription Securities to appoint China Merchants Securities (HK) Co. Ltd. as the placing agent
(Placing Agent), and the Placing Agent hereby agrees to act as the sole placing agent for the
Issuer in respect of the Subscription Securities on terms and subject to conditions set out in this
Agreement. For the avoidance of doubt, the Placing Agent shall not charge the Issuer any
commission in connection with this Agreement. However, the Issuer hereby agrees to reimburse the
Placing Agent for any out-of-pocket fees or transactional charges incurred by the Placing Agent in
connection with the Agreement.
 PART
XXVII ARTICLE 3
COMPLETION




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##### 



Completion Date
 3.2 Completion Transactions . On the Completion Date, subject to the satisfaction of
the conditions set out in Article 8, subject to fulfillment of the Conditions Precedent as set out
in Clause 8, Completion shall take place at 8:30 a.m. on the Completion Date in the offices of
Baker & McKenzie, legal advisor to the Issuer in the following manner:-
    (d) subject to the satisfaction of Clauses 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
XXVIII 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 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 the Placing Agency 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, each affiliatedthe
sSubscriber 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




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##### 



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.
 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.




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##### 



PART
XXIX 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
XXX ARTICLE 6
Agreements of the Issuer
  NASDAQ Listing
 SEC Reporting and Compliance
 Warrant Shares
 Transaction Documents
 Non-Public Information




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##### 



Announcement
 Further Assurances
 PART
XXXI 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




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##### 



Enforceability
 Litigation or Investigation
 Reporting Company
 Information Concerning the Issuer
 Internal Controls
 No Integrated Offering
 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.
 No Directed Selling Efforts.




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##### 



Accuracy of Representations
 Notification of Breach
 Survival
 PART XXXII
 PART
XXXIII ARTICLE 8
Conditions Precedent
  Representations and Warranties
 Performance of Obligations
 NASDAQ Listing Status
 Execution of Agreements
 Preparation of Transaction Documents
 Fairness Opinion; Independent Directors Approval
 Shareholders Approval
 Share Certificates




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##### 



Officers Certificate
 PART
XXXIV 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 XXXV
 PART
XXXVI 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, 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):




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Mr. Chiu Tung Ping
Eastern Ceremony Group Limited
  Mr. Qian Xu
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
  for and on behalf ofCHINA TECHNOLOGY DEVELOPMENT GROUP CORPORATION
in the presence of:Witness signature
    
    : /s/ Yu Hoi ManWitness name
    
    : Yu Hoi ManWitness occupation
    
    : Solicitor, Baker &
Mckenzie Hong Kong SARWitness address
    
    : 14/F Hutchison House,
10 Harcourt Road, Hong Kong
  for and on behalf ofEASTERN CEREMONY GROUP LIMITED
in the presence of:Witness signature
    
    : /s/ Yu Hoi ManWitness name
    
    : Yu Hoi ManWitness occupation
    
    : Solicitor, Baker &
Mckenzie Hong Kong SARWitness address
    
    : 14/F Hutchison House,
10 Harcourt Road, Hong Kong




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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.
 China Technology Development Group Corporation (the Issuer)
 Warrant Certificate No.Name of Holder:
    
    Eastern Ceremony Group LimitedAddress of Holder:
    
    P.O. Box 957, Offshore
Incorporations Centre, Road Town, Tortola, British Virgin IslandsNumber of Shares:
    
    500,000 SharesDate of Issuance:
    
    November 27, 2006Exercise Price:
    
    US$5.00 per ShareExpiry Date:
    
    November 26, 2008 (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
 Covenants of the Issuer
 Authorized Shares
 Issuance of Shares




---



##### 



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




---



##### 



Notice of Adjustment




---



##### 



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




---



##### 



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$
  38.
    
    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
 39.
    
    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.
 40.
    
    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.
 41.
    
    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.
 42.
    
    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.
 43.
    
    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.
 44.
    
    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.
 45.
    
    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.
 46.
    
    The undersigned agrees not to engage in hedging transactions with regard to the Shares unless
in compliance with the Securities Act.
 47.
    
    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.
 48.
    
    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:
    
    Standard Chartered Bank (HK) Ltd.(CHINESE CHARACTER)Bank account name:
    
    CHINA MERCHANTS SECURITIES (HK) CO. LTD.(CHINESE CHARACTER)Account Number:
    
    (CHINESE CHARACTER)   (HKD A/C) 368-1-036056-6(CHINESE CHARACTER)   (USD A/C) 368-0-035285-4Reference:
    
    In favor of China Technology Development Group Corporation