exv4w2



 


Exhibit 4.2

Sales and Purchase Agreement on shares of CEC Telecom Ltd



This agreement is made on 23rd,May,2002


Seller: China Electronics Corporation

Address: No.27, Wanshou Road, Beijing

Authorized representative: Wang Jin Cheng (chairman)


Buyer: Qiao Xing Universal Telephone Inc.

Address: Qiao Xing Industrial Zone, Tangquan, Huizhou, Guangdong

Authorized Representative: Wu Rui Lin (Chairman)

Whereas:



	1.	 	CEC TELECOM LTD ( CECT ) was founded by Tianjing TEDA Ltd, the Seller and
its four wholly-owned subsidiaries: Wuhan Zhongyuan Electronic Group Co.,
Ltd, Shenzhen SED Electronics Industry Corporation, China National
Computer Software & Technology Service Corporation and China Integrated
Circuit Design Center, with registered capital of 300,000,000RMB.CECT’s
business scope mainly includes: development, production and sales of civil
mobile communication products as well as technology transfer; design,
development, promotion and sales of telecommunication equipments; network
products and network service; contracting or subcontracting



 






 





	 	 	telecommunication system projects; repairing, maintenance of
telecommunication products and system projects as well as offering
consulting service concerned.
	 
	2.	 	The Seller owned 40% equity of CECT
	 
	3.	 	The Buyer agreed to purchase the 40% equity to be transferred by the
Seller



Therefore:



     By mutual and fair negotiation, clauses were agreed between the Seller and
the Buyer in connection with the CECT equity transfer as follows:


Clause 1. Subject of Share Transfer.


The 40% equity of CECT owned by the Seller


Clause 2.the Price of the Subject


Both the Seller and the Buyer agreed that the price of the 40% equity of CECT
amounts to 204,000,000RMB.


Clause 3.Payment


Clause 3 (i). Within 10 days after the agreement is signed, the buyer shall
credit 1,000,000RMB as deposit to the seller’s designated bank account.
Clause 3 (ii) Subsequent to the payment of deposit, the Buyer, at his own
option, can appoint accounting firm or attorney to audit or inspect CECT’s
assets and financial data in terms of truth and validity. On condition that
misstatement in legal documentations or financial data is
proven to be certain, the Buyer has the right to terminate the purchase;


 






 


and at the same time, the Seller has the obligation to return the deposit or
re-negotiate with the Buyer on consideration. Given the foresaid financial data
and legal documents are true, the Buyer shall pay the down payment of
40,000,000RMB to the Seller within 10 days after the completion of the audit,
the already paid deposit of 1,000,000RMB being converted as advance payment.


     Given the said 40,000,000RMB has been transferred to the Seller’s account,
the Seller can convene board director’s meeting, authorizing the Buyer to
manage CECT. The Buyer and the Seller should coordinate to apply for the
changing of business license.


     Clause3 (iii). Within 10 days after the completion of changing business
license, the buyer should pay 79,000,000RMB to the seller’s appointed account.


     Clause 3 (iv). The remainder of the consideration shall be paid off at one
time within three months after the completion of changing business license;
otherwise, interest shall be charged at the annum rate stipulated by the
People’s Bank of China due to the overdue payment. The payment of the remainder
of the consideration shall be made within no more than six months after the
completion of changing the business license.


     Clause 3 (v). On the completion of changing business license relating to
the share transfer, the shareholding equal to the unpaid consideration shall be
pledged to the Seller. Subsequently, every time the Buyer pays the


 






 


remainder of the consideration by installment, the pledged
shareholding equivalent to the specific payment is discharged from mortgage.


     Clause 4. The Seller’s Commitment and Guarantee


     Clause 4(i) The Seller guarantees that the share to be transferred,
throughout the subsistence of this agreement, is free from all mortgages,
charges, seize, overvaluation, or other adverse interest


     4 (ii). The Seller commit to fully impart to the Buyer the information
regarding CECT’S assets and operation situation without any omission or
concealment pursuant to the governing law, regulations, and the articles of
association of the company


     4 (iii). After all the consideration is paid off, the shareholding shall
be transferred to and in the possession of the buyer legally. The Buyer’s
action, in circumstance of executing its shareholder right in connection with
the shareholding acquired from the seller, shall not at all conflict with any
laws, any regulations and any third party’s interest


     4(iv) The seller had consulted with CECT’s other shareholders regarding
preferential refusal and confirmed that the shareholding shall be transferred
pursuant to the appropriate laws.


     Clause 5.The Buyer’s Commitment



	 	i.	 	The Buyer guarantees paying off all the consideration pursuant to the
appointed schedule and conditions under this agreement.
	 
	 	ii.	 	The Buyer guarantees that the business name of CECT shall not 



 






 





	 	 	 	change after obtaining the shareholding.



Clause 6. Rescind of Agreement


After the agreement is in effect, if any of the matters hereunder happens
before the completion, this agreement can be rescinded:



	 	i.	 	Such matter as makes the enforcement of this agreement impossible or
unnecessary.
	 
	 	ii.	 	All parties agree to cancel the agreement
	 
	 	iii.	 	One party, who conform to the agreement, terminates it by a notice in
writing, because of the other party’s default that makes the execution
of the agreement unnecessary.



Clause 7.Conservation of Right


Any party, referred to in this agreement, who fails to exercise its right
pursuant to this agreement at any or during any period of time, shall not
be interpreted as giving up such right, and shall not affect exercising
its rights hereafter.


Clause 8. Notice


All the notice and other documentations under this agreement shall be in
writing in Chinese, and sent, if necessary, by mail or by fax addressed
hereunder or by personal service.


The Seller:


Recipient: CEC CORPORATION

Address:


 






 


Postcode: 100846

Fax:010-68213745

Contact person: Cheng Bin


The Buyer:


Recipient: Qiao Xing Universal Telephone,Inc

Address: Qiao Xing Industrial Zone, TangQuan, HuiZhou, Guangdong

Post code:516023

Fax:

Contact Person:


Clause 9. Responsibility for default of agreement



	 	i.	 	Any party who can’t perform any of the following shall
constitutes breach of agreement:
	 
	 	 	a.	any obligation under this agreement
	 
	 	 	b.	any other commitment or warrant made under this agreement
	 
	 	ii.	 	The Seller’s responsibility for default of the agreement.
Provided the agreement failed to be partly or fully performed due to the
Seller’s faults such as default, breach, and cancellation, and the Buyer’s
losses are caused thereby, the Buyer has the right to make claim on the
Seller for penalty (10% of the consideration) and compensation on full
indemnity basis
	 
	 	iii.	 	The Buyer’s responsibility for default of the agreement



 






 




     Provided the agreement failed to be partly or fully performed due to the
Buyer’s faults such as default, breach, or cancellation, and the Seller’s
losses are caused thereby, the Seller has the right to make claim on the
Buyer for penalty (10% of the consideration) and compensation on full
indemnity basis.

Clause 10. Resolution of Dispute


Any disputes arising from this agreement shall be resolved by consultation
first. After failure to solve it by consultation, any party can resort to
litigation with the court in a certain municipality where the agreement is
signed or the court that has the jurisdiction.


Clause 11. Miscellaneous


This agreement exists in quintuplicate. While each of the parties keeps a
copy, the other copies are to be used for the purpose of changing business
license.


This agreement takes effect once it is signed and sealed by the legal
representatives of both parties.



 









 



SUPPLEMENTARY AGREEMENT ON CEC TELECOM

SHAREHOLDING TRANSFER(translation from Chinese)


Transferor: China Electronics Corporation (Party A)

		
	 	     Wuhan Zhongyuan Electronics Group Co., Ltd (Party B)
	 	     Shenzhen SED Electronics Corporation (Party C)
	 	     China Computer Software and Technology Service Corporation (Party D)
	 	     China National Integrated Circuit Design Center.(party E)



Original Transferee: Qiao Xing Universal Telephone, Inc (Party F)


Transferee: Qiao Xing Mobile Communication Co., Ltd (Party G)


Whereas:

	1.	 	On January 22nd Party A and Party F executed a letter of intent(Letter of
Intent) regarding the acquisition and transfer of CECT shareholdings. An
agreement(The Agreement) was reached between Party A and F subsequently.
	2.	 	Before the transfer, Party A held 40% of CECT shareholdings. Party B,
Party C, Party D and Party E held 10%,5%,5%,5% of the same respectively.
	3.	 	Party B, Party C, Party D and Party E agree to transfer to Party G all
the CECT shareholdings owned by them
	4.	 	Party A, Party F and Party G all consent that all the obligations and
rights belonging to Qiao Xing Universal Telephone, Inc, which originally
agreed in the Letter of Intent and the Agreement, was carried on by Party
G since.
	5.	 	Party F is Party G’s 100% parent company.



Through negotiations among Party A, Party B, Party C, Party D, Party E, Party
F, Party G, the following terms and conditions were agreed;

	 	1.	 	Party A, Party B, Party C, Party D, Party E, Party F, Party G agree
to revise the Agreement term from ‘CEC transfer its 40% shareholding
of CECT to QiaoXing Universal Telephone ,Inc’ to ‘CEC transfer its 15%
outstanding shareholding of CECT to Party G; and Party B, Party C,
Party D, party E transfer their 10%, 5%,5%, 5% shareholding of CECT to
Party G separately ; Party B, Party C, Party D, party E authorize CEC
to deal with the package deal of shareholding transfer and commercial
amendment. And other terms of the Agreement signed between Party A and
Party F keep changeless. Party F agrees to transfer its right and
obligation Party G accordingly.










 



	1.	 	Party A, Party B, Party C, Party D , Party E, Party F, Party G all
agreed: Since January 1 of 2002,all the expenditure and expense incurred
     ,all the revenue and profit produced ,and all the assets in CECT shall be
shared by the shareholders according to their equity proportion in CECT.
	2.	 	Party A, Party B, Party C, Party D, Party E, agree to assist CECT in
legally obtaining and owning GSM license
	3.	 	Part A agree to supervise China Electronics Finanacial Co.,Ltd
refund to CECT the bankroll (including principal and interest) deposited
with them within 6 months from the completion of changing business license
	4.	 	Party A, Party B, Party C, and Party D, Party E committed to actively
assist CECT in completing the change of business license within 60 days
from the execution of this Supplementary Agreement.
	5.	 	This Supplementary Agreement is integral part of the Letter of Intent and
the Agreement. If any discrepancy keep this Supplementary Agreement.
	6.	 	This Supplementary Agreement shall take effect from the day when all the
parties involved sign it.



 


CEC Telecom co., Ltd.



	 	 	 	 	 	 	 
	BY:	 	
 



	 	 		 
	 
	NAME:	 	 	 	 	 	 
	 
	TITLE:	 	 	 	 	 	 
	 
	DATE:	 	 	 	 	 	 



 


For and on behalf of


Wuhan Zhongyuan Electronics Group Co., Ltd.



	 	 	 	 	 	 	 
	BY:	 	
 



	 	 		 
	 
	NAME:	 	 	 	 	 	 
	 
	TITLE:	 	 	 	 	 	 
	 
	DATE:	 	 	 	 	 	 










 


For and on behalf of


Shenzhen SED Electronic Industry Corporation




	 	 	 	 	 	 	 
	BY:	 	
 



	 	 		 
	 
	NAME:	 	 	 	 	 	 
	 
	TITLE:	 	 	 	 	 	 
	 
	DATE:	 	 	 	 	 	 



 


For and on behalf of


China National Computer Software And Technology Service Corporation




	 	 	 	 	 	 	 
	BY:	 	
 



	 	 		 
	 
	NAME:	 	 	 	 	 	 
	 
	TITLE:	 	 	 	 	 	 
	 
	DATE:	 	 	 	 	 	 



 



For and on behalf of


China Integrated Circuit Design Centre




	 	 	 	 	 	 	 
	BY:	 	
 



	 	 		 
	 
	NAME:	 	 	 	 	 	 
	 
	TITLE:	 	 	 	 	 	 
	 
	DATE:	 	 	 	 	 	 



 


For and on behalf of


QIAOXING Universal Telephone, Inc.









 




	 	 	 	 	 	 	 
	BY:	 	
 



	 	 		 
	 
	NAME:	 	 	 	 	 	 
	 
	TITLE:	 	 	 	 	 	 
	 
	DATE:	 	 	 	 	 	 




 


For and on behalf of


QIAOXING Mobile Telecommunication




	 	 	 	 	 	 	 
	BY:	 	
 



	 	 		 
	 
	NAME:	 	 	 	 	 	 
	 
	TITLE:	 	 	 	 	 	 
	 
	DATE: