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EXHIBIT 4.4


DATED 10TH DAY OF JULY 2003



BETWEEN



QIAO XING UNIVERSAL TELEPHONE, INC.



And



CENTRAL GRACE TECHNOLOGIES LTD.



And



QIAO XING HOLDINGS LIMITED







SUPPLEMENTAL 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 10th day of July Two Thousand and Three.



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 owner of One (1) share in the
capital of the Company.

	 
	(C)	 	The parties hereto have entered into an agreement on 31st December
2002 for the sale by the Vendor to the Purchaser of 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 as set out therein (“the
Agreement”).
	 
	(D)	 	The parties have agreed to enter into this Supplemental Agreement to
amend and supplement the Agreement on the terms and conditions as set out
herein.



NOW IT IS HEREBY AGREED AND DECLARED AS FOLLOWS :-




	1.	 	INTERPRETATION
	 
	 	 	In this Supplemental Agreement, words and expressions shall bear the
same meaning as defined in Clause 1 of the Agreement unless the context
otherwise requires.
	 
	2.	 	AMENDMENT TO THE CONSIDERATION
	 
	 	 	The consideration for the purchase of the Sale Share shall be amended to
the sum of RMB151,000,000. Adopting the exchange rate of RMB 1 =
HK$1.062, a part payment of RMB71,002,299.09, has been paid to the Vendor
and the remaining balance of



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	 	 	RMB79,997,700.91 shall be payable in full on or before 10th July 2003.




	 	 	 	 	 
	Date	 	HK$ (if applicable)	 	RMB
	20/3/2003	 	
HK$10,800,000.00
	 	RMB11,469,600.00
	On or before 03/7/2003	 	
HK$7,092,937
	 	RMB7,532,699.09
	On or before 03/7/2003	 	
(not applicable)
	 	RMB52,000,000.00
	On or before 15/7/2003	 	
(not applicable)
	 	RMB79,997,700.91
	 	 	 	 	

	 	 	 	 	RMB151,000,000.00
	 	 	 	 	





	3.	 	COMPLETION
	 
	 	 	It is hereby confirmed that Completion Date was on December 31, 2002.
	 
	4.	 	WARRANTIES UNDERTAKINGS COVENANTS AND INDEMNITIES
	 
	 	 	In addition to the warranties, undertakings, covenants and indemnities
as set out in Schedule 4 of the Agreement, the Purchaser further
represents, undertakes, warrants and covenants to make reciprocal
warranties, undertakings, covenants and indemnities to the Vendor and
to assume all disclosed and undisclosed liabilities of the Company
excluding but not limited to:




	(a)	 	he settlement of the current liabilities due to intermediate
holding company QXUT in the sum of RMB231,585,507.00
	 
	(b)	 	the settlement of the current liabilities due to shareholders
of QXUT in the sum of RMB8,172,953.00
	 
	(c)	 	the settlement of current assets due from QXUT in the sum of
RMB113,543,063




	5.	 	MANAGEMENT ACCOUNT OF THE COMPANY AS AT DECEMBER 31, 2002



The Management Account of the Company as at December 31, 2002 is annexed
in Schedule 1 herein.



	6.	 	CLARIFICATION OF IDENTIFICATION AND VALUATION OF THE EXCLUDED ASSETS
	 
	 	 	The identification and valuation of the Excluded Assets are more
particularly set out in Schedule 2 herein.
	 
	7.	 	CLARIFICATION OF SCHEDULE 5 OF THE AGREEMENT
	 
	 	 	The identification and valuation of the Advance, Land Use Right and
Repayment of Loan as listed in Schedule 5 of the Agreement are amended as
set out in Schedule 3



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	 	 	herein.
	 
	8.	 	FURTHER INFORMATION ON THE TELEPHONE MODELS AND TYPES
	 
	 	 	The clarification of the models and types of telephones that the Purchaser
is currently producing or will manufacture for the Company and the Vendor
in the future are more particularly set out in Schedule 4 herein.
	 
	9.	 	PROPER LAW
	 
	 	 	This Supplemental Agreement for all purposes shall be governed by and
construed in accordance with the laws of Hong Kong.
	 
	10.	 	SEVERABILITY
	 
	 	 	Any part of this Supplemental Agreement which may be held illegal, invalid
or unenforceable shall be deemed to be severed from this Supplemental
Agreement and does not affect the legality, validity or enforceability of
the rest of this Supplemental Agreement.
	 
	11.	 	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 Supplemental Agreement fully and legally
effective, binding and enforceable, or to perfect the intention of the
parties hereto.
	 
	12.	 	INDEPENDENT LEGAL ADVICE
	 
	12.1	 	The parties hereto hereby declared and confirmed that they have taken
full and independent legal advice before the signing of this Supplemental
Agreement.
	 
	12.2	 	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 Supplemental
Agreement.



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SCHEDULE 1



Management Account of the Company as at December 31, 2002



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SCHEDULE 2



Identification and Valuation of Excluded Assets



The description and valuation of the Excluded Assets are:



	 	(i)	 	Land Use Rights description:
	 
	 	 	 	    Valuation: RMB 194,994,192.53

    Basis of Valuation: net book value
	 
	 	(ii)	 	Fixed line telephone sales network description:
	 
	 	 	 	    Valuation: RMB 495,415.45

    Basis of Valuation: net book value
	 
	 	(iii)	 	Mobile telephones business including but not limited to the research
and development department and manufactory description:
	 
	 	 	 	    Valuation: RMB 39,817,785.00

    Basis of Valuation: net book value
	 
	 	(iv)	 	Die Cast Moulds description:
	 
	 	 	 	    Valuation: RMB 1,442,382.00

    Basis of Valuation: net book value



SCHEDULE 3



The identification and valuation of the Advance, Land Use Right and Repayment of

Loan



Recital (F) of the Agreement



“Advance” means RMB 231,585,506 loan from the Vendor to the Subsidiary


Recital (F) of the Agreememt


Valuation of the assignment of the Land Use Right is RMB 194,994,192.13.


Recital (F) of the Agreement


Repayment of loan for one of the Vendor’s subsidiary Qiao Xing Mobile
Communication Co Ltd by the Subsidiary is in the sum of RMB 113,543,063 and the
repayment of loan for the Company by the Vendor is in the sum of RMB 8,172,953.


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SCHEDULE 4



Models and Types of Telephones the Purchaser is Producing or will manufacture for the

Company and the Vendor



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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 :-	 	 	 	)




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