exv4w3



 



Exhibit 4.3


DATED 31ST DAY OF DECEMBER 2002



BETWEEN



QIAO XING UNIVERSAL TELEPHONE, INC.



And



CENTRAL GRACE TECHNOLOGIES LTD.



And



QIAO XING HOLDINGS LIMITED







AGREEMENT FOR SALE OF THE ONE (1) ISSUED SHARE



OF QIAO XING HOLDINGS LIMITED







YUEN & PARTNERS

Solicitors

10th Floor

Chiyu Bank Building

78 Des Voeux Road Central

Hong Kong

Tel: 2815 2688

Fax: 2541 2088



Ref: 01/01/7011/01



 






 





THIS AGREEMENT is made the 31st day of December Two Thousand and Two.


BETWEEN:-




	1.	 	QIAO XING UNIVERSAL TELEPHONE, INC., a corporation incorporated under the
laws of the British Virgin Islands whose registered office is situated at
Columbus Centre Building, Wickhams Cay, Road Town, Tortola, British Virgin
Islands (“the Vendor”).
	 
	2.	 	CENTRAL GRACE TECHNOLOGIES LTD., a corporation incorporated under the
laws of the British Virgin Islands whose registered office is situated at
Akara Building, 24 De Castro Street, Wickhams Cay I, Road Town, Tortola,
British Virgin Islands (“the Purchaser”).
	 
	3.	 	QIAO XING HOLDINGS LIMITED, a corporation incorporated under the laws of
the British Virgin Islands whose registered office is situated at TrustNet
(British Virgin Islands) Limited, TrustNet Chambers, P.O. Box 3444, Road
Town, Tortola, British Virgin Islands (“the Company”).



WHEREAS:-




	(A)	 	The Company is a private company limited by shares incorporated under the
laws of the British Virgin Islands on 23rd day of July 1997 and has at the
date hereof an authorized share capital of US$50,000 consisting of 50,000
shares of US$1.00. One (1) share of the Company has been issued and is
fully paid up and held by the Vendor.
	 
	(B)	 	The Vendor is the beneficial and legal owners of One (1) share in the
capital of the Company.
	 
	(C)	 	The Subsidiary is the beneficial and legal owner of all those properties
and the estate right title interest property claim and demand whatsoever
as described in Schedule 1 (collectively “the Property”).
	 
	(D)	 	As at the date of this Agreement, the bank accounts as more particularly
mentioned in Schedule 2 represent all the bank accounts ever held or
maintained by the Company. In Schedule 3 represent all the subsidiary
companies of the Company.
	 
	(E)	 	The parties hereto have agreed for the sale by the Vendor to the
Purchaser One (1) share of US$1.00 in the capital of the Company (“the
Sale Share”) for the consideration and on the terms and conditions
hereinafter appearing and the consideration shall be transferred from the
Purchaser to the Vendor as set out in Clause 2 herein.
	 
	(F)	 	The Vendor has advanced a sum of more particularly set out in Part I of
Schedule 5 (“the Advance”). The Vendor agrees to settle the Advance by an
assignment of the Land Use Right in the valuation of in a sum more
particularly set out in Part II of Schedule 5 and repayment of loan for
one of the Vendor’s subsidiary Qiao Xing Mobile Communication Co., Ltd. by
the Subsidiary in a sum more particularly set out in Part III of Schedule
5.



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	(G)	 	The Vendor agrees to enter into a Guarantee Agreement with the
Subsidiary.
	 
	(H)	 	The Vendor will retain the ownership of all the Excluded Assets after
Completion.



NOW IT IS HEREBY AGREED AND DECLARED AS FOLLOWS :-




	1.	 	AGREEMENT TO SELL AND PURCHASE OF THE SALE SHARE
	 
	1.1	 	 In this Agreement, words and expressions on the left column hereunder
shall bear the respective meanings on the corresponding parts on the right
hand column hereunder, unless the context otherwise requires:-




	 	 	 
	“Accounts”	 	
means the Existing Management Accounts and the Management
Accounts.
	 	 	 
	“Accounts Date”	 	
means the 31st day of December.
	 	 	 
	“Existing Management
Account”	 	
means the set of management accounts as prepared by
the Company made up to 30th September 2002.
	 	 	 
	“Company”	 	
means Qiao Xing Holdings Limited and its Subsidiary.
	 	 	 
	“Completion” 	 	
means completion of the sale and purchase of the Sale Share
pursuant to this Agreement and the performance by the parties hereto
of the several obligations contained in Clause 2.2 and Clause 5
hereof.
	 
	“Completion Date”	 	
means the 1st January 2003 or such other date as the
parties hereto may otherwise agree.
	 	 	 
	“Excluded Assets”	 	
means the assets listed in Schedule 1 which are excluded
from the Property to be sold to the Purchaser under this Agreement.
	 	 	 
	“Landed Properties”	 	
means 4 pieces of land located in PRC to be sold to the
Purchaser.
	 	 	 
	“Land Use Rights”	 	
means the Land Use Right to be retained by the Vendor
or its nominee situate at
	 	 	 
	“Law”	 	
means the laws of International Business Companies Ordinance
(No.8 of 1984) of the British Virgin Island.
	 	 	 
	“Patents Applications”	 	
means the Patents Applications Nos.02357273.6,
02357276.0, 02357275.2, 02357274.4 and 02357272.8.
	 	 	 
	“PRC”	 	
means the People’s Republic of China.
	 	 	 
	“Property”	 	
means the property as described or mentioned in Schedule 1.
	 	 	 



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	“Registered Designs”	 	
means the designs registered in the People’s Republic of
China under registration Nos.ZL 01 3 55689.4, ZL 96 3 18927.1, ZL 94 3 01817.X,
ZL 94 3 03060.9ZL 96 3 18928.X, ZL 96 3 18926.3, ZL 94 3 01815.3, ZL 98 3
27203.4, ZL 94 3 03059.5.
	 	 	 
	“Secretary”	 	
means the Company Secretary of the Company.
	 	 	 
	“Sale Share”	 	
is defined in Recital E.
	 	 	 
	“Subsidiary”	 	
means (Huizhou Qiaoxing
Telecommunication Industry Co. Ltd), which is a Joint Sino-Foreign
Venture. The Company holds 90% of the registered capital
and (“the PRC Shareholder”) holds the
remaining 10% of the registered capital.
	 	 	 
	“Trademark”	 	
means the trademarks registered in Class 9 in the People’s
Republic of China No. 1399421, 1048103 and 1102537.




	1.2	 	 The Vendor shall sell and the Purchaser shall purchase the Sale Share
free from all charges, mortgages, equities, liens, hypothecation,
incumbrances, and any other adverse claims and interests with all the
right to all dividends hereafter paid declared or made in respect thereof
excluding those Excluded Assets owned by the Vendor or the Vendor’s
subsidiary as set out in Schedule 1.
	 
	2.	 	CONSIDERATION
	 
	2.1	 	 The consideration for the purchase of the Sale Share shall be in the sum
more particularly set out in the Part IV Schedule 5 hereto which shall be
paid and satisfied by the Purchaser to the Vendor in such manner also set
out in the Part IV Schedule 5 hereto.
	 
	2.2	 	 Upon Completion,




	 	(i)	 	the Purchaser and the Vendor agree to execute the Share
Mortgage Deed in a form annexed hereto as Appendix 1 for a charge on
the Sale Share by the Purchaser to the Vendor until the Price is
fully paid,
	 
	 	(ii)	 	or a date to be fixed but in any event not later than 12 months
from the date of Completion, the Subsidiary shall execute an
Assignment of the Landed Properties prepared by a PRC lawyer to the
Purchaser or its nominee,
	 
	 	(iii)	 	the Purchaser agrees to execute the Escrow Deed in a form
annexed hereto as Appendix 2 to place the Sale Share to the Escrow
Agent as security for the in the sum more particularly set out in the
Part V Schedule 5,



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	 	(iv)	 	the Vendor and the Subsidiary and PRC Shareholder of the
Subsidiary, namely to enter a Deed of Settlement of Debt in a form annexed hereto as Appendix 3,
	 
	 	(v)	 	The Purchaser and the Vendor agree to execute a Guarantee
Agreement to guarantee the priority production of orders made by the
Vendor for the value more particularly set out in the Part VI
Schedule 5 in a form annexed hereto as Appendix 4,
	 
	 	(vi)	 	The Purchaser and the Subsidiary agree to sign a licence
agreement to grant the use of the Trademarks, Patents Applications
and Registered Designs to the Vendor or its nominee and to pay to the
Subsidiary an annual royalty in a sum to be agreed for the use of the
Trademarks for 5 years from December 2002 to December 2006 in a form
annexed hereto as Appendix 5,
	 
	 	(vii)	 	or a date to be fixed but in any event not later than 12
months from the date of Completion, the Subsidiary and the Vendor or
its subsidiary shall execute an Assignment of
the Land Use Rights prepared by a PRC lawyer in favour of the Vendor
or its subsidiary.




	3.	 	BUSINESS ACTIVITY, ACCOUNTS AND SPECIAL AUDIT
	 
	3.1	 	The Purchaser shall, at its option, at any time prior to Completion be
entitled to appoint its own accountants or auditors to inspect and/or
study and/or audit the affairs, books, accounts, records, financial
statements and any other documents of the Company.
	 
	3.2	 	 The Vendor and the Company shall, and it is of essence of this Agreement
that they shall :-




	 	(a)	 	give full co-operation and assistance to the Purchaser’s
accountants or auditors,
	 
	 	(b)	 	give to the Purchaser’s accountants or auditors full access to
the books, accounts, records, bank statements, documents, papers and
records of the Company to enable them to complete and prepare, in
good time before completion, an audited report.




	4.	 	TIME TO BE OF ESSENCE
	 
	 	 	Time in every respect shall be of essence of this Agreement.
	 
	5.	 	COMPLETION
	 
	5.1	 	 Subject as hereinafter provided completion shall take place at the Hong
Kong Special Administrative Region on the Completion Date between the
hours of 9:00 a.m. to 5.00 p.m. or at such other place and between such
other hours as may be agreed between the parties hereto.
	 
	5.2	 	 On Completion the Vendor and the Company shall deliver and produce to the



~Page 4~






 







	 	 	Purchaser :-




	 	(a)	 	duly executed transfers and contract notes of the Sale Share in
favour of the Purchaser and/or such person(s) as the Purchaser may
direct or nominate, accompanied by the relative share certificates in
respect of the Sale Share;
	 
	 	(b)	 	such shares or any documents of the Company as the Purchaser
may require to enable the Purchaser and/or its representative or
nominee to be registered as holders of the Sale Share;
	 
	 	(c)	 	written resolutions of the directors of the Company (as the
Purchaser may require) approving and/or ratifying the entering into
of this Agreement and the due performance thereof;
	 
	 	(d)	 	such written evidence as may be reasonably satisfactory to the
Purchaser to prove that the directors of the Company have, before the
signing of this Agreement duly made, and will, before and on
completion, duly make full disclosure of their respective interests
in, of or in relation to this Agreement or the transaction herein
contemplated pursuant to the Law, the Articles of Association of the
Company, and otherwise;
	 
	 	(e)	 	the originals as well as duly certified copies of the board
resolutions of the then existing directors :-




	 	 	 	 	 
	 	 	
(i)
	 	revoking all existing authorities to bankers in
respect of the operation of its bank accounts and giving
authority in favour of such persons as the Purchaser may
nominate to operate such accounts;
	 	 	 	 	 
	 	 	
(ii)
	 	appointing such persons (within the maximum number
permitted by the Articles of Association) as the Purchaser may
nominate as directors; and
	 	 	 	 	 
	 	 	
(iii)
	 	approving the registration of the said share
transfers subject to the same being duly stamped;




	 	(f)	 	the Existing Management Accounts which must show full
compliance with the terms and conditions of this Agreement;
	 
	 	(g)	 	the statutory books of the Company which must be duly completed
and written up to date;
	 
	 	(h)	 	all books, accounts, papers and records of the Company;
	 
	 	(i)	 	the written resignations of all the then existing directors of
Company from their directorships with acknowledgements signed by each
of them in a form annexed hereto as Appendix 6 to the effect that
they have no claim against the Company for compensation for loss of
office, fees or disbursements or otherwise whatsoever;



~Page 5~






 





	 	(j)	 	the written resignations of the then existing Secretary of the
Company if any to take effect on the date of completion with
acknowledgements signed by each of them in a form annexed hereto as
Appendix 6 to the effect that they have no claim against the Company
for compensation for loss of office, fees or disbursements or
otherwise whatsoever;
	 
	 	(k)	 	duly executed Share Mortgage Deed pursuant to Clause 2.2(i);
	 
	 	(l)	 	duly executed Escrow Deed pursuant to Clause 2.2(iii);
	 
	 	(m)	 	duly executed Deed of Settlement of Debt pursuant to Clause 2.2 (iv);
	 
	 	(n)	 	duly executed Guarantee Agreement pursuant to Clause 2.2(v);
	 
	 	(o)	 	duly executed Licence agreement pursuant to Clause 2.2 (vi);
	 
	 	(p)	 	all approval from the PRC authority for implementating matters
arising in Clause 5.2 (a) to (o), if required.




	5.3	 	 Against compliance with the foregoing provisions the Purchaser shall pay
or guarantee to pay and satisfy the balance of the Price in the manner
specified in Clause 2. Also on completion the Purchaser shall deliver and
produce to the Vendor :-




	 	(a)	 	duly executed transfers and contract notes of the Sale Share in
favour of the Vendor and/or such person(s) as the Vendor may direct
or nominate, accompanied by the relative share certificates in
respect of the Sale Share in accordance to the terms and conditions
of the Share Mortgage Deed to be executed by the Purchaser and
deposit the Sale Share to the Escrow Agent in accordance to the terms
and conditions of the Escrow Deed pursuant to Clause 2.2(iii);
	 
	 	(b)	 	such waivers and/or consents and/or resolutions signed by
directors as required;
	 
	 	(c)	 	duly executed Share Mortgage Deed pursuant to Clause 2.2(i);
	 
	 	(d)	 	duly executed Assignment of the Landed Properties pursuant to
Clause 2.2(ii) (if any or if not adjourned pursuant to Clause 2.2);
	 
	 	(e)	 	duly executed Escrow Deed pursuant to Clause 2.2(iii);
	 
	 	(f)	 	duly executed Guarantee Agreement Pursuant to Clause 2.2(v);
	 
	 	(g)	 	all approvals from both the PRC authority and its PRC
Shareholder of the Subsidiary, namely
for implementating matters arising in Clause 5.3 (a) to (f), if
required.




	6.	 	EMPLOYMENT MATTERS
	 
	6.1	 	 The Company is not bound nor accustomed to pay any moneys other than in
respect of



~Page 6~






 





	 	 	remuneration, or emoluments of employment, or pension benefits, to, or for
the benefit of; any director officer or employee.
	 
	6.2	 	 The Company has no employee whose contract of employment cannot be
terminated by three months’ notice.
	 
	6.3	 	 The Company is not, and shall not be, under any obligation to the
Secretary or any director of the Company for fees or any emoluments or
income or compensation or any other moneys whatsoever.
	 
	6.4	 	 The Company is not except as disclosed herein a party to :-




	 	(i)	 	any agreement, arrangement or scheme (whether or not legally
enforceable) for any payment in connection with retirement, death or
disability to any person who is or has been a director, officer, or
employee of the Company or a relative or dependent of such a person;
	 
	 	(ii)	 	any agreement, arrangement or scheme (whether or not legally
enforceable) for profit sharing or for the payment to employees or
bonuses or incentive payments or the like;
	 
	 	(iii)	 	any collective bargaining or procedural or other agreement
with any trades union or similar association; or
	 
	 	(iv)	 	any obligations or ex-gratia arrangements to pay pensions
gratuities retirement annuities and benefits periodical sums or any
compensation to any person.




	7.	 	WARRANTIES UNDERTAKINGS COVENANTS AND INDEMNITIES
	 
	7.1	 	 The Vendor and the Company hereby represent, undertake, warrant and
covenant to the Purchaser in the terms set out in Schedule 4.
	 
	7.2	 	 The amount of any claim for breach of the representations, warranties and
undertakings contained in this Agreement must be proved by the Purchaser.
	 
	7.3	 	 The Purchaser hereby warrants that it is fully aware of the financial
situation of the Subsidiary and will be fully responsible of all
liabilities of the Subsidiary and repayment of the same as set out in the
Accounts of the Subsidiary.
	 
	8.	 	DISCLOSURE
	 
	 	 	For the Purchaser’s information, the Vendor make disclosures on and the
Purchaser hereby acknowledge the full knowledge of the following:




	 	(a)	 	Landed Properties owned by the Subsidiary.
	 
	 	(b)	 	Land Use Rights owned by the Subsidiary.



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	 	(c)	 	Subsidiary’s List of Letter of Credits as at 30th November
2002.
	 
	 	(d)	 	List of Loans as at 30th September 2002.
	 
	 	(e)	 	Sales Contract dated 16th October 2002 between Woo Young
Telecom Co. Ltd and the Subsidiary.
	 
	 	(f)	 	Other Agreements, being 6 purchase orders.
	 
	 	(g)	 	Subsidiary’s consolidated account.
	 
	 	(h)	 	Subsidiary’s account in respect of the mobile business only.




	9.	 	DEFAULT BY VENDOR
	 
	 	 	If the Vendor shall otherwise than by reason of the default of the
Purchaser fail to complete the sale of the Sale Share, to the Purchaser
hereunder on the Completion Date, the Vendor shall forthwith (in addition
and without prejudice to any other rights or remedies available to the
Purchaser) return to the Purchaser, the deposit and all or any part of the
Price paid by the Purchaser pursuant to Clause 2. The provisions hereof
shall not preclude the Purchaser from obtaining an order for specific
performance and/or damages in lieu of or in addition to the remedies
provided herein.
	 
	10.	 	DEFAULT BY PURCHASER
	 
	 	 	If the Purchaser shall otherwise than by reason of the default of Vendor
fails to complete the purchase of the Sale Share from Vendor hereunder on
Completion, the Vendor shall be entitled to obtain an order for specific
performance and/or damages in lieu of or in addition to the remedies
provided herein.
	 
	11.	 	TERMINATION BY THE PURCHASER
	 
	 	 	In addition to any other rights and remedies (under this Agreement or
otherwise) which the Purchaser may have to terminate or rescind this
Agreement, the Purchaser may, at its option, terminate this Agreement by
notice in writing to the Vendor if :-




	 	(a)	 	the Vendor shall fail to complete the sale in accordance with
the terms of this Agreement, or
	 
	 	(b)	 	the Vendor and/or the Company (or any of them) shall be in
breach of Clauses 3, 5, 6 or 7 or any part thereof, or
	 
	 	(c)	 	the Vendor and/or the Company (or any of them) being in
material breach of any of the material obligations on their part or
on the part of any of them under this Agreement, or
	 
	 	(d)	 	any of the Vendor and/or the Company shall become bankrupt or
go into liquidation (as the case may be) or shall commit any act of
bankruptcy or any



~Page 8~






 





	 	 	 	proceeding or resolution shall be passed for the winding up of the
Company, or any of the Vendor and/or the Company shall otherwise
become insolvent or unable to pay his debts, or a trustee in
bankruptcy or receiver or liquidator or similar officer shall be
appointed in respect of any of the Vendor and/or the Company and/or
any of their assets, or any of the Vendor and/or the Company shall
suffer his assets or any significant part thereof to be seized or
levied on execution or other process or proceedings.




	12.	 	TERMINATION BY THE VENDOR
	 
	 	 	In addition to any other rights and remedies (under this Agreement or
otherwise) which the Vendor may have to terminate or rescind this
Agreement, the Vendor may, at their option, terminate this Agreement by
notice in writing to the Purchaser if :-




	 	(a)	 	the Purchaser shall default in payment of the Price in
accordance with Clause 2, or
	 
	 	(b)	 	The Purchaser shall become bankrupt or commit any act of
bankruptcy or go into liquidation (as the case may be) or shall
otherwise become insolvent or a trustee in bankruptcy or similar
officer shall be appointed in respect of the Purchaser or the
Purchaser shall suffer his assets or any significant part thereof to
be seized or levied on execution or other process or proceedings, or
	 
	 	(c)	 	the Purchaser shall be in material breach of any material
obligation under this Agreement and/or any other written agreement
(if any) between the parties hereto then existing or subsisting.




	 	 	Upon the Vendor terminate or rescind this Agreement, the Vendor may exercise
the rights given in Share Mortgage Deed to recover all loss or damages
incurred.
	 
	13.	 	OTHER PROVISIONS ON REMEDIES
	 
	 	 	Nothing in this Agreement precludes either the Vendor or the Purchaser
from bringing an action and/or obtaining a decree for specific performance
either in lieu of damages or in addition thereto.
	 
	14.	 	LIABILITIES OF THE PARTIES
	 
	 	 	The obligations of the Vendor and the Company under this Agreement shall
be joint and several, and accordingly, every obligation agreement,
acknowledgement, representation, undertaking, warranty and/or covenant on
the part of the Vendor and the Company jointly and severally.
	 
	15.	 	OBLIGATION TO PROCURE
	 
	 	 	Where any party hereto is required under this Agreement to procure a
particular matter or thing in relation to the Company, such obligation
shall be deemed to include (but not limited to) an obligation to exercise
his powers both as an owner (legal or beneficial) of the registered
capital of the Company or any part thereof and (as the case may be) as the



~Page 9~






 





	 	 	director of the Company.
	 
	16.	 	PROPER LAW
	 
	 	 	This Agreement for all purposes shall be governed by and construed in
accordance with the laws of Hong Kong.
	 
	17.	 	SEVERABILITY
	 
	 	 	Any part of this Agreement which may be held illegal, invalid or
unenforceable shall be deemed to be severed from this Agreement and does
not affect the legality, validity or enforceability of the rest of this
Agreement.
	 
	18.	 	FURTHER ASSURANCE
	 
	 	 	Each party hereto shall execute and perform, or procure the execution and
performance of, such further documents and acts as may from time to time
be required to make this Agreement fully and legally effective, binding
and enforceable, or to perfect the intention of the parties hereto.
	 
	19.	 	NO WAIVER
	 
	 	 	No failure by any party hereto to insist upon the strict performance of
any term or condition of this Agreement or to exercise any right or remedy
consequent upon the breach thereof shall constitute a waiver of such
breach or any subsequent breach of such term and condition of this
Agreement. A breach, default, alteration or modification under or of this
Agreement shall only be waived or effected in writing by the party against
whom such alleged waiver, alteration or modification is sought to be
enforced.
	 
	20.	 	CUMULATIVE RIGHTS
	 
	 	 	All rights and remedies of the parties hereto under this Agreement are in
addition to and without prejudice to each other and to all other rights
and remedies available to them under any statute, at law or in equity.
	 
	21.	 	CONFIDENTIALITY
	 
	 	 	Each of parties hereto undertake to each other that they will not at any
time hereafter use or divulge or communicate to any person other than to
their respective officers or employees or solicitors/accountants whose
province it is to know the same or on the instructions of the board of
directors of the Company any confidential information concerning the
business, accounts, finance or contractual arrangement or other dealings,
transactions or affairs of the Company which may come to their knowledge
and they shall use their best endeavors to prevent the publication or
disclosure of any confidential information concerning such matters.



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	22.	 	SURVIVAL OF THE PROVISIONS OF THIS AGREEMENT
	 
	 	 	All provisions of this Agreement shall, so far as they are capable of
being performed or observed, continue in full force and effect
notwithstanding completion except in respect of those matters then already
performed or observed.
	 
	23.	 	ASSIGNABILITY
	 
	 	 	This Agreement is personal to the parties hereto, and accordingly, unless
the parties hereto shall otherwise agree in writing, none of the benefits
or rights hereunder may be assigned.
	 
	24.	 	COSTS AND EXPENSES
	 
	24.1	 	 Each party shall bear its own costs and expenses in connection with this
Agreement and the transactions contemplated hereby except as otherwise
provided herein.
	 
	24.2	 	 All stamp duty and additional stamp duty chargeable on the instruments of
transfer and contract notes mentioned in Clause 5 shall be borne by the
Purchaser.
	 
	25.	 	NOTICES
	 
	 	 	Any notice required to be given hereunder may, without prejudice to other
means of service, be given by telex or facsimile transmission or by
sending the same through the post via pre-paid envelope (airmail in the
case of an overseas address) addressed to the party concerned at his
address above stated or any other address notified (and expressed to be so
notified) to the other parties for the purposes of this Clause and any
notice so given shall be deemed to have been served on the second (2nd)
day after the day on which it is posted in the case of local mail or on
the day of transmission if given by telex or facsimile transmission and on
the fifth (5th) day after the day on which it is posted in the case of
airmail. In proving service by mail it will be sufficient to prove that
the envelope containing the notice was duly stamped, addressed and posted
as aforesaid.
	 
	26.	 	INDEPENDENT LEGAL ADVICE
	 
	26.1	 	 The parties hereto hereby declared and confirmed that they have taken
full and independent legal advice before the signing of this Agreement.
	 
	26.2	 	 The Purchaser expressly acknowledges that Messrs. Yuen & Partners is
acting for the Vendor and the Company only. The Purchaser has been fully
advised to seek independent legal advice and to seek independent
professional advice to verify all matters set out in this Agreement.
	 
	27.	 	INTERPRETATION AND CONSTRUCTION
	 
	27.1	 	 The Schedules and Annexures (if any) hereto form part of this Agreement
and shall have the same force and effect as if expressly set out in the
body of this Agreement and any reference to this Agreement shall include
the Schedules and Annexures hereto and any variation or supplement hereof.



~Page 11~






 







	27.2	 	 Unless the context otherwise requires, in this Agreement :-




	 	(a)	 	reference to any legislation or subordinate legislation shall
include any legislation or subordinate legislation which amends or
replaces it;
	 
	 	(b)	 	a body corporate shall be deemed to be associated with another
body corporate if it is a holding company or a subsidiary of that
other body corporate or a subsidiary of a holding company of that
other body corporate; and
	 
	 	(c)	 	words importing the singular number shall include the plural
number and vice versa and words importing one gender shall include
every other gender.




	27.3	 	 References to Recitals, Clauses, Schedules and Appendixes are to
Recitals, Clauses, Schedules and Appendixes of this Agreement.
	 
	27.4	 	 Headings and the index or table of contents are for convenience only and
shall not affect the interpretation or construction of this Agreement in
any way.
	 
	27.5	 	 In construing this Agreement:-




	 	(a)	 	the rule known as the ejusdem generis rule shall not apply and
accordingly general words introduced by the word “other” shall not be
given a restrictive meaning by reason of the fact that they are
preceded by words indicating a particular class of acts, matters or
things; and
	 
	 	(b)	 	general words shall not be given a restrictive meaning by
reason of the fact that they are followed by particular examples
intended to be embraced by the general words.




	27.6	 	 If any of the date or dates stipulated for payment herein or if the
Completion Date shall otherwise fall on a day which is not a business day
(defined as a day on which licensed banks are opened for business in Hong
Kong) or shall fall on a day on which typhoon signal No.8 or above or
Black rainstorm signal is hoisted in Hong Kong at any time during business
hours such date or dates for payment or the Completion Date (as the case
may be) shall automatically be postponed to the next business day.
	 
	27.7	 	 The expressions “the Vendor” and/or “the Purchaser” wherever used shall
(if the context so permits or requires) in the case of individuals include
the persons specifically named and their executors and administrators and
in the case of a company or corporation include the company or corporation
specifically named and its successors and in the case of persons holding
as tenants in common include the persons specifically named and any of
them and their respective executors and administrators and in the case of
the persons holding as joint tenants include the persons specifically
named and the survivors or survivor of them and the executors and
administrators of such survivor.



~Page 12~






 






SCHEDULE 1



(Recital C)



The Property



All properties owned by the Subsidiary in the People’s Republic of China,
including but not limited to:



	 	(i)	 	Factory and equipment
	 
	 	(ii)	 	Accounts Receivables as per the Existing Management Account
	 
	 	(iii)	 	Trademarks
	 
	 	(iv)	 	Registered Designs & Patents Applications
	 
	 	(i)	 	Landed Properties



Excluded Assets



The following businesses and assets of the Subsidiary in the PRC:



	 	(ii)	 	Land Use Rights
	 
	 	(iii)	 	Fixed line telephone sales network
	 
	 	(iv)	 	Mobile telephones business including but not limited to the
research and development department and manufactory
	 
	 	(v)	 	Die Cast Moulds



~Page 13~






 






SCHEDULE 2



(Recita1 D)



Bank accounts of the Company




	 	 	 	 	 
	Name of Bank	 	Account Number	 	 	Type of Account	 	 	Balance
	
	 	
	 	 	
	 	 	





Nil



SCHEDULE 3



(Recital D)



Subsidiary Companies of the Company




	 	 	 	 	 	 	 	 	 
	Name	 	Registered Capital	 	Percentage held by the Company
	
	 	
	 	

	(Huizhou Qiaoxing	 	 	
35,000,000	 	 	 	90	 
	Telecommunication Industry Co. Ltd.)	 	 	 	 	 	 	 	 



SCHEDULE 4



REPRESENTATIONS UNDERTAKINGS WARRANTIES AND COVENANTS BY THE VENDOR AND THE
COMPANY UNDER CLAUSE 7



	1.	 	CAPACITY OF THE VENDOR AND THE COMPANY
	 
	1.1	 	 The Vendor and the Company have the requisite power and authority to
enter into and perform this Agreement.
	 
	1.2	 	 This Agreement constitutes binding obligations of the Vendor and the
Company in accordance with its terms.
	 
	1.3	 	 The execution and delivery of, and the performance by the Vendor, the
Company of its



~Page 14~






 





	 	 	obligations under, this Agreement will not result in a breach of any
provision of the memorandum and/or articles of association of the Company,
	 
	1.4	 	 The Vendor is the beneficial owner of one share of and in the Company
(i.e. the Sale Share) which is the entire issued share capital of and in
the Company and that the Sale Share is, and will throughout the
subsistence of this Agreement remain free from all mortgages charges,
liens, encumbrances, equities and any other adverse claims and interests.
	 
	2.	 	THE EXISTING SHARE CAPITAL
	 
	2.1	 	 No Share or loan capital has been issued or allotted, or agreed to be
issued or allotted, by the Company since the Accounts Date.
	 
	2.2	 	 Before completion and full repayment of the Price, the Company shall not
in any way alter its share capital (nominal, issued or otherwise) and
shall not issue or allot any shares and shall not, except pursuant to the
terms and conditions of this Agreement, register any transfer of shares in
the Company.
	 
	3.	 	INFORMATION
	 
	 	 	After making due and careful enquiries by the Purchaser there is no fact or
matter which has not been disclosed in writing to the Purchaser which
renders any such information untrue, inaccurate or misleading or the
disclosure of which might reasonably affect the willingness of the Purchaser
to purchase the Sale Shares or the price at or terms upon which the
Purchaser would be willing to purchase them.
	 
	4.	 	THE ACCOUNTS
	 
	4.1	 	 The Accounts are true and accurate in all respects and show a true and
fair view of the financial position of the Company as at the date or
period to which the Accounts relate and the Accounts accurately set out
the assets and liabilities of the Company and the respective amounts
thereof as at the date shown therein. The Accounts have been prepared in
accordance with good accounting practices generally accepted and
principles and consistently applied.
	 
	4.2	 	 The Accounts as at the Accounts Date :-




	 	(i)	 	comply with all requirements set out by relevant prevailing
laws or regulations;
	 
	 	(ii)	 	are accurate in all respects; and
	 
	 	(iii)	 	have been prepared on a recognized and consistent basis and in
accordance with generally accepted accounting principles and
practices.




	5.	 	CONTRACTS AND COMMITMENTS
	 
	 	 	No threat or claim of default, under any agreement, instrument or
arrangement to which



~Page 15~






 





	 	 	the Company is a party has been made and is outstanding against it and
there is nothing whereby any such agreement, instrument or arrangement may
be prematurely terminated or rescinded by any other party.
	 
	6.	 	LITIGATION
	 
	 	 	The Company is not engaged in any litigation or arbitration,
administrative or criminal proceedings, whether as plaintiff, defendant or
otherwise, and no litigation or arbitration, administrative or criminal
proceedings by or against the Company are pending, threatened or expected
and there is no fact or circumstance likely to give rise to any such
litigation or arbitration, administrative or criminal proceedings or to
any proceedings against the Company or any director of the Company in
respect of any act or default for which the Company might be vicariously
liable.
	 
	7.	 	TAX
	 
	 	 	The Company has kept sufficient records relating to past events to
calculate the tax liability or relief which would arise on any disposal or
realization of any asset owned by the Company before completion.
	 
	8.	 	INSOLVENCY
	 
	8.1	 	 No receiver or other encumbrancer has been appointed of the whole or any
part of the assets or undertaking of the Company.
	 
	8.2	 	 No petition has been presented, no order made and no resolution passed or
any other action taken for the winding-up or dissolution of the Company.
	 
	8.3	 	 No unsatisfied judgment are outstanding against the Company.
	 
	9.	 	BOOKS AND RECORDS
	 
	 	 	The records, statutory books and books of account of the Company are and
shall up to completion be duly entered up and maintained in accordance
with all legal requirements applicable thereto and contain true, full and
accurate records of all matters required to be dealt with therein and all
such books and all records and documents (including documents of title)
which are its property are and shall up to completion be in its possession
or under its control and all accounts, documents and returns required to
be delivered or made to any governmental authority have been and shall up
to completion be duly and correctly delivered or made.
	 
	10.	 	COMPLIANCE WITH LEGAL REQUIREMENTS




	 	(i)	 	All corporate or other documents required to be filed or
registered in respect of the Company with the Registrar of Companies
in the British Virgin Islands in accordance with the International
Business Act have been duly filed as appropriate.



~Page 16~






 





	 	(ii)	 	The statutory books and minute books of the Company have been
properly written up and the Company has not received any application
or request for rectification of the Register and compliance has been
made with all other legal requirements concerning the Company and all
issues of shares, debentures or other securities thereof.
	 
	 	(iii)	 	Copies of the Memorandum and Articles of Association of the
Company (having attached thereto copies of all such resolutions as
are by law required to be attached thereto) have been supplied to the
Purchaser and are complete and accurate in all respects and all legal
and procedural requirements and other formalities concerning the said
Memorandum and Articles of Association have been duly and properly
complied with.




	11.	 	MISCELLANEOUS




	 	(i)	 	Since the Accounts Date the Company has carried on its business
in the ordinary course so as to maintain the same as a going concern.
	 
	 	(ii)	 	No alteration has been made to the Memorandum or Articles of
Association of the Company which has not been disclosed to the
Purchaser and (save as expressly provided therein) no such alteration
will be made pending Completion without the prior written consent of
the Purchaser.
	 
	 	(iii)	 	That the entire issued share capital of the Company is fully
paid.
	 
	 	(iv)	 	All information relating to the Company and to the Vendor which
is known or which would on reasonable enquiry be known to the Vendor
and which would materially affect a purchaser or subscriber for value
of shares of the Company has been disclosed to the Purchaser.



~Page 17~






 






SCHEDULE 5



PART I



(Recital (F))



“Advance”



“Advance” means RMB 244,532,675 loan from the Vendor to the Subsidiary


PART II



(Recital (F))



“Valuation”



Valuation of the assignment of the Land Use Right is RMB198,000,000.


PART III



(Recital (F))



“Repayment of Loan”



Repayment of loan for one of the Vendor’s subsidiary Qiao Xing Mobile
Communication Co., Ltd. by the Subsidiary is in the sum of RMB80,000,000.


PART IV

(Clause 2.1)



“Consideration”



The Consideration for the purchase of the Sale Share shall be the sum of
RMB163,000,000 (“the Price”), which shall be payable as follows :-



	 	(i)	 	RMB1,000,000 will be paid on or before 31st December 2002;
	 
	 	(ii)	 	RMB9,000,000 will be paid within 4 months from Completion;
	 
	 	(ii)	 	RMB153,000,000 will be funded by the Vendor secured by issuing
a Share Mortgage Deed and secured by the Sale Share with the
repayment dates as follows (“the timetable”) :-



~Page 18~






 






Particulars




	 	 	 	 	 	 
	Date of Repayment	 	Repayment Amount (RMB)
	1st December 2003
	 	 	38,000,000	 
	1st December 2004
	 	 	38,000,000	 
	1st December 2005
	 	 	38,000,000	 
	1st December 2006
	 	 	39,000,000	 
	 
	 	 	
	 
	 	TOTAL
	 	 	153,000,000	 
	 
	 	 	
	 



Summary




	 	 	 	 	 	 	 	 	 
	Description	 	RMB	 	RMB
	Price
	 	 	 	 	 	 	163,000,000	 
	Cash payable on or before 31st December 2002
	 	 	1,000,000	 	 	 	 	 
	Cash payable within 4 months from Completion
	 	 	9,000,000	 	 	 	 	 
	Loan from Vendor
	 	 	153,000,000	 	 	 	 	 
	 
	 	 	
	 	 	 	 	 
	 
	 	 	 	 	 	 	163,000,000	 



PART V



(Clause 2.2)(iii)



“Security for Escrow Deed”



Purchaser to execute the Escrow Deed in a form annexed hereto as Appendix 2 to
place the Sale Share to the Escrow Agent as security for the loan of
RMB163,000,000 as mentioned in Part III Schedule 17 herein.


PART VI



(Clause 2.2)(iv)



“Guarantee Priority Production”



The Purchaser and the Vendor agree to execute a Guarantee Agreement to
guarantee the priority production of orders made by the Subsidiary for the
value of RMB 50,000,000.


~Page 19~






 


As witness the hands of the parties hereto the day and year first above
written.


	 	 	 	 	 
	SIGNED BY the Vendor by its director	 	 	)	 
	 	 	 	)	 
	(Holder of	 	 	)	 
	No.          ) in the presence of :-	 	 	)	 
	 	 	 	 	 
	SIGNED BY the Purchaser by its director	 	 	)	 
	Jamie Lyn FU (Holder of Australian Passport	 	 	)	 
	No.L9175429) in the presence of :-	 	 	)	 
	 	 	 	 	 
	SIGNED BY the Company by its director	 	 	)	 
	 	 	 	)	 
	(Holder of	 	 	)	 
	No.          ) in the presence of :-	 	 	)