DATED 27 JULY
2009

      


      WINDRACE
INTERNATIONAL COMPANY LIMITED

      


      and

      


      WISETECH
HOLDINGS LIMITED

      


      and

      


      WINDTECH
HOLDINGS LIMITED

      


      and

      


      DEACONS

       

      
        
          

        

      

       

      ESCROW
AGREEMENT

       

      
        
          

        

      

      


      Deacons

      Solicitors
& Notaries

      5th
Floor

      Alexandra
House

      18 Chater
Road

      Central

      Hong
Kong

      www.deaconslaw.com

      Fax :
28100431

      Tel :
28259211

       

      
        

        

        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

      ESCROW
AGREEMENT

      


      DATED
27 JULY 2009

      


      PARTIES

      


      
        	
                (1)

              	
                WINDRACE
      INTERNATIONAL COMPANY LIMITED, a company incorporated under the
      laws of the Cayman Islands with limited liability, the registered office
      of which is at Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman,
      KY1-1111, Cayman Islands (“Windrace”);

              


      

      


      
        	
                (2)

              	
                WISETECH
      HOLDNGS LIMITED, a company
      incorporated in the BVI, whose registered office is at P.O. Box 957,
      Offshore Incorporations Centre, Road Town, Tortola, BVI ("Wisetech");

              


      

      


      
        	
                (3)

              	
                WINDTECH
      HOLDINGS LIMITED, a company incorporated in the BVI, whose
      registered office is at P.O. Box 957, Offshore Incorporations Centre, Road
      Town, Tortola, BVI ("Windtech");
      and

              


      

      


      
        	
                 
      

              	
                (Wisetech
      and Windtech collectively are referred to as the “Investors”)

              


      

      


      
        	
                (4)

              	
                DEACONS
      of 5th
      Floor, Alexandra House, 18 Chater Road, Central, Hong Kong (the "Escrow
      Agent").

              


      

      


      (collectively, the “Parties” and each a “Party”).

      


      RECITALS

      


      
        	
                (A)

              	
                The
      Parties (other than the Escrow Agent) and Mr. Shuipan Lin have entered
      into an agreement in relation to an investment in Windrace of even date
      (the “Investment
      Agreement”).

              


      

      


      
        	
                (B)

              	
                Pursuant
      to clauses 4.2 and 4.3 of the Investment Agreement, the Investors will
      deposit or cause to be deposited an aggregate sum of money not exceeding
      US$30,000,000 (the “Escrow Moneys”) into an
      escrow account in Hong Kong to be held by the Escrow
      Agent.  Reference to Escrow Moneys herein shall include any
      interest earned thereon.

              


      

      


      
        	
                (C)

              	
                The
      Parties have agreed that the Escrow Moneys shall be held in escrow on and
      subject to the terms of this Agreement, provided, however, that nothing
      herein shall amend or modify any of the binding provisions of the
      Investment Agreement, and further provided that the provisions of the
      Investment Agreement setting forth the conditions for the release of such
      Escrow Moneys shall remain in full force and
  effect.

              


      


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      
        	
                (D)

              	
                The
      foregoing recitals constitute the premises upon which this Agreement is
      based and the reason for its execution and the said recitals are intended
      to be legally binding and shall be construed as an integral part of this
      Agreement.

              


      

      


      PROVISIONS

      


      
        	
                1. 

              	
                ESCROW
      MONEYS

              


      

      


      
        	
                1.1

              	
                The
      Escrow Agent shall accept any Escrow Moneys deposited with it or caused to
      be deposited with it by the Investors from time to time and shall credit
      the same to its client account maintained with a major licensed bank in
      Hong Kong, subject to the terms of this Agreement.  Such Escrow
      Moneys shall be kept on such bank's overnight time deposit, subject to (a)
      any written instructions given jointly by Windrace and the Investors to
      hold on deposit for a different duration and (b) any payments made
      hereunder. The Investors shall, promptly after depositing or having caused
      to be deposited such Escrow Moneys, send a written notice by facsimile to
      the Escrow Agent informing it of such deposit and the amount
      thereof.

              


      

      


      
        	
                1.2

              	
                The
      Escrow Agent shall only be authorised to release all or any part of the
      Escrow Moneys upon receipt of and in accordance with the joint written
      instructions from Windrace and the Investors (the "Joint Instruction(s)")
      from time to time, substantially in the form set out in the Appendix
      attached hereto, or in accordance with Clause 9.2.  The Escrow
      Agent is hereby irrevocably and unconditionally authorised to act in
      accordance with the Joint Instruction(s) and (upon examination of such
      Joint Instruction(s) in accordance with Clause 5.1) pay the Escrow Moneys
      (excluding any amount the Escrow Agent has or is entitled to set off under
      Clause 9.2), or any relevant part(s) thereof, as soon as reasonably
      practicable in accordance with such Joint Instruction(s).  The
      Escrow Agent shall comply with Joint Instruction(s) given to the Escrow
      Agent and shall not be concerned with any disagreement between Windrace
      and the Investors or any other parties (whether in relation to the
      Investment Agreement or otherwise) after the delivery of Joint
      Instruction(s) to the Escrow Agent, unless subsequent Joint Instruction(s)
      directing the Escrow Agent otherwise are given to and received by the
      Escrow Agent before the relevant Joint Instruction(s) have been
      implemented by the Escrow Agent.  The Escrow Agent does not
      assume any duty or obligation of any kind in relation to, and shall not be
      liable in any way for, any remittance or other risks, or in ensuring the
      implementation of the Joint Instruction(s) by banks or other financial
      institutions holding the Escrow Moneys, and the sole obligation of the
      Escrow Agent is to give instructions to such banks or financial
      institutions in accordance with the Joint
  Instruction(s).

              


      

      


      
        	
                1.3

              	
                Any
      payment of all or any part(s) of the Escrow Moneys in accordance with
      Clause 1.2 shall represent a full and final discharge of the obligations
      of the Escrow Agent and following such release, the Escrow Agent shall
      have no liability whatsoever to Windrace and the Investors or any of them
      or any other party whatsoever.

              


      


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      
        	
                1.4

              	
                For
      the avoidance of doubt, the Escrow Agent shall not be required to
      interpret any provisions of the Investment
  Agreement.

              


      

      


      
        	
                2.

              	
                ESCROW AGENT’S DUTIES
      AND LIABILITIES

              


      

      


      
        	
                2.1

              	
                The
      Escrow Agent shall have only those duties, obligations and
      responsibilities clearly and expressly set out in this Agreement and no
      duties, obligations or responsibilities whatsoever shall be inferred or
      implied against the Escrow Agent. It is understood that the Escrow Agent’s
      only duties and responsibilities shall be to accept the Escrow Moneys
      deposited with it in accordance with this Agreement, to hold and release
      the Escrow Moneys in accordance with this
  Agreement.

              


      

      


      
        	
                2.2

              	
                The
      duties of the Escrow Agent under this Agreement are purely ministerial,
      administrative and non-discretionary in nature. Neither the Escrow Agent
      nor any of its partners, officers, employees, or agents shall, by reason
      of any matter or thing contained in this Agreement, be deemed to be a
      trustee for or have any fiduciary relationship with any of the other
      Parties or any other person. Where the Escrow Agent has acted in
      accordance with this Agreement it shall be deemed to have acted in
      accordance with the written instructions of Windrace and the
      Investors.

              


      

      


      
        	
                2.3

              	
                The
      Escrow Agent shall not be precluded (and neither shall any partner,
      officer, employee or agent of the Escrow Agent or any company or person in
      any other way associated with the Escrow Agent be precluded) from entering
      into or being otherwise interested in any commercial, financial or
      business contacts or in any other transactions or arrangements whatsoever
      with any of the other Parties or any of their affiliates or associated
      companies.

              


      

      


      
        	
                2.4

              	
                The
      Escrow Agent shall not be bound or affected in any way by any agreement or
      contract between any or all of the other Parties and the Escrow Agent
      shall not be deemed to have knowledge of any provision of those documents
      unless the substance of such provision is explicitly set forth in this
      Agreement. The Escrow Agent shall not in any way be required to determine
      whether or not the terms and conditions of any other agreement or contract
      between Windrace and the Investors have been complied with. Further, the
      Escrow Agent shall not be affected with knowledge or notice of any fact or
      circumstance not specifically set forth in this
  Agreement.

              


      

      


      
        	
                2.5

              	
                The
      Escrow Agent may rely upon and shall not be liable for acting or
      refraining from acting upon any order, judgment, certification, demand,
      written notice, instruction or request furnished to it under this
      Agreement without being required to determine the authenticity or the
      correctness of any fact stated in such document or the propriety or
      validity of the service of such document. The Escrow Agent may act in
      conclusive reliance upon any instrument or signature believed by it to be
      genuine and may assume that any person purporting to give instructions
      (including but not limited to the Joint Instruction(s)) receipt or advice,
      make any statement, or execute any document in connection with the
      provisions of this Agreement has been duly authorised to do so. The Escrow
      Agent shall be under no duty to inquire into or investigate the validity,
      accuracy or content of any such
document.

              


      


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      
        	
                2.6

              	
                The
      Escrow Agent shall not be liable or accountable for any loss or damage
      whatsoever to any person caused by any action taken or omitted by the
      Escrow Agent except to the extent that a court of competent jurisdiction
      determines that the Escrow Agent’s gross negligence or wilful misconduct
      was the primary and direct cause of any such loss. This Clause shall
      survive the resignation or removal of the Escrow
  Agent.

              


      

      


      
        	
                2.7

              	
                The
      Escrow Agent may execute any of its powers and perform any of its duties
      under this Agreement directly or through agents or attorneys and shall not
      be liable for any acts or omissions of such agents or attorneys and may
      consult with counsel, accountants and other skilled persons to be selected
      and retained by it. The Escrow Agent shall not be liable for anything
      done, suffered or omitted by it in accordance with the advice or opinion
      of any such counsel, accountants or other skilled
  persons.

              


      

      


      
        	
                2.8

              	
                Notwithstanding
      any provision in this Agreement to the contrary, in no event shall the
      Escrow Agent be liable for special, indirect, punitive or consequential
      loss or damage of any kind whatsoever (including but not limited to lost
      profits), whether or not foreseeable, even if the Escrow Agent is aware of
      or has been advised of the likelihood of such loss or damage and
      regardless of whether the claim for loss or damage is made in negligence,
      for breach of contract, breach of trust, breach of fiduciary obligation or
      otherwise.  This Clause shall survive the resignation or removal
      of the Escrow Agent.

              


      

      


      
        	
                2.9

              	
                The
      Escrow Agent may take and instruct any delegate to take any action which
      it in its sole discretion considers appropriate so as to comply with any
      applicable law, regulation, request of a public or regulatory authority
      which relates to the prevention of fraud, money laundering, terrorism or
      other criminal activities or the provision of financial and other services
      to sanctioned persons or entities. In certain circumstances, such action
      may delay or prevent the processing of any instructions or the Escrow
      Agent's performance of its obligations under this Agreement. Neither the
      Escrow Agent nor any delegate will be liable for any loss (whether direct
      or consequential and including, without limitation, loss of profit or
      interest) caused in whole or in part by any actions which are taken by the
      Escrow Agent or any delegate pursuant to this
  Clause.

              


      


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      
        	
                2.10

              	
                Each
      of Windrace and the Investors hereby unconditionally and irrevocably
      covenants and undertakes on a 50:50 basis to keep the Escrow Agent and all
      of its partners, officers, employees and agents (each an “indemnified party”)
      indemnified in full at all times against all losses, liabilities, actions,
      proceedings, claims, demands, damages, costs, expenses, taxes and
      disbursements (the “Losses”) which may be
      incurred, suffered or brought against such indemnified party including the
      fees and disbursements under this Agreement, as a result of or in
      connection with directly or indirectly their appointment or involvement
      under this Agreement or the exercise of any of their powers or duties
      under this Agreement or any acts taken by such indemnified party in
      accordance with the terms of this Agreement or any acts taken by such
      indemnified party in accordance with its usual practice. The Escrow Agent
      shall not be obligated to take any action including any legal or other
      proceedings hereunder which might, in its sole judgement, involve any
      expense or liability of any kind unless it shall have been furnished with
      a full indemnity therefor which is satisfactory to the Escrow Agent in
      it’s sole opinion.  The Parties acknowledge that the foregoing
      indemnities shall survive the resignation or removal of the Escrow
      Agent.

              


      

      


      
        	
                2.11

              	
                Notwithstanding
      anything to the contrary in this Agreement, the Escrow Agent shall not in
      any event be liable for any failure or delay in the performance of its
      obligations under this Agreement if it is prevented from so performing its
      obligations by any existing or future law, order or regulation of a
      governmental, supranational or regulatory body, regulation of the banking
      or securities industry, any existing or future act of governmental
      authority, Act of God, flood, war (whether declared or undeclared),
      terrorism, riot, rebellion, civil commotion, strike, lockout, other
      industrial action, general failure of electricity or other supply,
      aircraft collision, technical failure, accidental or mechanical or
      electrical breakdown, computer failure or failure of any telecommunication
      or money transmission system or any reason which is beyond the control of
      the Escrow Agent.

              


      

      


      
        
          	
                  3.

                	
                  FEES AND
      EXPENSES

                


        

      

      


      
        
          
            	3.1	
                    (a)

                  	
                    As
      compensation for its services to be rendered under this Agreement, each of
      Windrace and the Investors undertakes to pay the Escrow Agent the sum of
      HK$50,000 per annum (or a pro rata portion thereof on the basis of a 360
      days year) on a 50:50 basis.  The fee payable to the Escrow
      Agent shall be paid on a bi-annual basis on 30 June and 31 December each
      year (or if that day is not a business day for licensed banks in Hong
      Kong, such payment shall be made on the business day immediately preceding
      that day).

                  


          

        

      

      


      
        
          	
                	
                  (b)

                	
                  Each
      of Windrace and the Investors also undertakes to reimburse the Escrow
      Agent for all reasonable expenses, disbursements and advances (such as
      bank charges for implementing any Joint Instruction(s)), if any, incurred
      or made by it in connection with the carrying out of its duties under this
      Agreement on a 50:50 basis.  Where a claim is asserted or made
      against the Investors collectively, the amount of liability of each of
      Wisetech and Windtech shall be several (and not joint or joint and
      several) and be on a 40:60
basis.

                


        

      

      


      
        
          	
                	
                  (c)

                	
                  This
      Clause shall survive the resignation or removal of the Escrow
      Agent.

                


        

      


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      
        	
                4.

              	
                CHANGE OF ESCROW
      AGENT

              


      

      


      
        	
                4.1

              	
                The
      Escrow Agent may at any time resign by giving not less than 30 days' prior
      notice in writing to Windrace and the
Investors.

              


      

      


      
        	
                4.2

              	
                Windrace
      and the Investors may at any time jointly remove the Escrow Agent by
      giving not less than 30 days' prior notice in writing to the Escrow
      Agent.

              


      

      


      
        	
                4.3

              	
                Forthwith
      upon receiving a notice of resignation or giving a notice of removal,
      Windrace and the Investors shall appoint a successor escrow agent to hold
      the Escrow Moneys.

              


      

      


      
        	
                4.4

              	
                If,
      on or before the date of expiry of a notice of resignation or removal, the
      Escrow Agent receives written notice (an "Appointment Notice")
      from Windrace and the Investors of the name and address of a successor
      escrow agent together with Joint Instruction(s) from Windrace and the
      Investors, substantially in the form set out in the Appendix
      attached hereto, a direction to pay the Escrow Moneys to the successor
      escrow agent, the Escrow Agent shall make such payment as soon as is
      reasonably practicable but (as they hereby acknowledge) at the risk of
      Windrace and the Investors.

              


      

      


      
        	
                4.5

              	
                Failing
      receipt of an Appointment Notice on or before the date of expiry of a
      notice of resignation or removal, the resignation or removal of the Escrow
      Agent shall take effect and the Escrow Agent shall have no further duties
      or obligations under this Agreement save that if Windrace and the
      Investors shall not have appointed a successor escrow agent by the date
      such resignation or removal shall become effective, the Escrow Agent
      hereby agrees to continue to hold the Escrow Moneys for the same fees and
      expenses set out in Clause 3.1 and payable by Windrace and the Investors
      to the joint order of each of Windrace and the Investors until a successor
      escrow agent is appointed on the understanding that the Escrow Agent shall
      hold such moneys as bare custodian and shall have no further duties or
      obligations under this Agreement.  In such a case, the Escrow
      Agent shall only release the Escrow Moneys, and any interest accrued
      thereon, on receipt of Joint Instruction(s) from Windrace and the
      Investors, substantially in the form set out in the Appendix
      attached hereto.

              


      

      


      
        	
                5.

              	
                INSTRUCTIONS AND
      COMMUNICATIONS

              


      

      
        


      

      
        	
                5.1

              	
                Each
      of Windrace and the Investors shall deliver to the Escrow Agent a list of
      authorised signatories, as set out in Schedule
      1, with respect to any notice, certificate, instrument, demand,
      request, direction, instruction, waiver, receipt, consent or other
      document or communication required or permitted to be furnished to the
      Escrow Agent under this Agreement, and the Escrow Agent shall be entitled
      to rely on such list with respect to any Party until a new list is
      furnished by such Party to and acknowledged by the Escrow Agent. The
      Escrow Agent shall verify the signatures on the relevant Joint
      Instruction(s) against the signature specimens contained in Schedule
      1 or in such new list.

              


      


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      
        	
                5.2

              	
                When
      the Escrow Agent acts on any information, instructions, communications,
      (including, but not limited to, communications with respect to the
      delivery of securities or the wire transfer of funds) sent by facsimile,
      email or other form of electronic or data transmission, the Escrow Agent
      shall not be responsible or liable in the event such communication is not
      an authorized or authentic communication of Windrace or the Investors (as
      the case may be) or is not in the form Windrace or the Investors (as the
      case may be) sent or intended to send (whether due to fraud, distortion or
      otherwise).  Windrace and the Investors shall indemnify the
      Escrow Agent against any loss, liability, claim or expense (including
      legal fees and expenses) it may incur with its acting in accordance with
      any such communication on a 50:50
basis.

              


      

      


      
        	
                6.

              	
                CONFLICTS AND
      DISPUTES

              


      

      
        


      

      
        	
                6.1

              	
                In
      the event of any inconsistency or conflict between the provisions of this
      Agreement and any other agreement or contract among Windrace and the
      Investors, this Agreement shall, as among the Escrow Agent, Windrace and
      the Investors, prevail.

              


      

      
        


      

      
        	
                6.2

              	
                In
      the event of any ambiguity or uncertainty under this Agreement or in any
      notice, instruction or other communication received by the Escrow Agent
      under this Agreement, the Escrow Agent may, in its sole discretion,
      refrain from taking any action other than to retain possession of all
      property held in escrow, unless the Escrow Agent receives written
      instructions, signed by Windrace and the Investors, which eliminates such
      ambiguity or uncertainty.

              


      

      
        


      

      
        	
                6.3

              	
                In
      the event of any dispute or conflicting claims between Windrace and the
      Investors and any other person or entity with respect to any property held
      in escrow, the Escrow Agent shall be entitled, in its sole discretion, to
      refuse to comply with any and all claims, demands or instructions with
      respect to such property held in escrow so long as such dispute or
      conflict shall continue, and the Escrow Agent shall not be or become
      liable in any way to Windrace and the Investors or any other person or
      entity for failure or refusal to comply with such disputed or conflicting
      claims, demands or instructions.  The Escrow Agent shall be
      entitled to refuse to act until, in its sole discretion, either (i) such
      conflicting or disputed claims or demands shall have been determined by a
      final order, judgment or decree of a court of competent jurisdiction,
      which order, judgment or decree is not subject to appeal, or settled by
      agreement between the conflicting parties as evidenced in writing that is
      satisfactory to the Escrow Agent or (ii) the Escrow Agent shall have
      received security or indemnity satisfactory to it sufficient to hold it
      harmless from and against any and all losses which it may incur by reason
      of so acting. Any court order, judgment or decree shall be accompanied by
      a legal opinion by counsel for the presenting party, satisfactory to the
      Escrow Agent, to the effect that said order, judgment or decree represents
      a final adjudication of the rights of the Parties by a court of competent
      jurisdiction, and that the time for appeal from such order, judgment or
      decree has expired without an appeal having been filed with such court.
      The Escrow Agent shall act on such court order and legal opinions without
      further question. The Escrow Agent may, in addition, elect, in its sole
      discretion, to commence an interpleader action or seek other judicial
      relief or orders as it may deem, in its sole discretion, necessary. The
      costs and expenses (including reasonable attorneys’ fees and expenses)
      incurred in connection with such proceeding shall be paid by Windrace and
      the Investors on a 50:50 basis.

              


      


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      
        	
                7.

              	
                NOTICES

              


      

      


      
        	
                7.1

              	
                Any
      notice or other communication under or in connection with this Agreement
      shall be in writing and shall be left at or sent by pre-paid registered
      post (if posted from and to an address in Hong Kong), pre-paid registered
      airmail (if posted from or to an address outside Hong Kong) or facsimile
      transmission to the Party due to receive the notice or communication at
      its respective address or facsimile number set out below or to such other
      address and/or number(s) as may have been last specified by such Party by
      written notice to each of the other Parties
  hereto.

              


      

      


      
        
          
            	
                    To
      Windrace:

                  	
                       

                  	 
      
	 
      	 
      	 
      
	
                    Address:

                  	 
      	
                    Xidelong
      Industrial Zone, Jinjiang, Fujian, the PRC

                  
	 
      	 
      	 
      
	
                    Attention:

                  	 
      	
                    Shuipan
      Lin

                  
	 
      	 
      	 
      
	
                    Telephone:

                  	 
      	
                    86-595-8285-8888

                  
	 
      	 
      	 
      
	
                    Facsimile:

                  	 
      	
                    85-595-8206-9999

                  
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                    To
      the Investors:

                  	 
      	
                    Wishtech
      and Windtech

                  
	 
      	 
      	
                    c/o
      New Horizon Capital

                  
	 
      	 
      	 
      
	
                    Address:

                  	 
      	
                    12th
      Floor, Jinbao Building, 89 Jinbao Street, Beijing China
    100005

                  
	 
      	 
      	 
      
	
                    Attention:

                  	 
      	
                    Jianming
      Yu and Huang Jian

                  
	 
      	 
      	 
      
	
                    Telephone:

                  	 
      	
                    86-10-85221230

                  
	 
      	 
      	 
      
	
                    Facsimile:

                  	 
      	
                    86-10-85221231

                  
	
                     

                  	 
      	with
      a copy to  
	 
      	 
      	 
      
	 
      	 
      	
                    Deacons

                  
	 
      	 
      	
                    Attn:
      Ms. Eugina Chan / Miss Rosita Chu

                  
	 
      	 
      	
                    5th
      Floor, Alexandra House,

                  
	 
      	 
      	
                    18
      Chater Road

                  


          

        

      


      
        
           


        

        
          8

          
            

          

        

        
           


        

      

      


      
        
          	 
      	 
      	
                  Central,
      Hong Kong

                
	 
      	 
      	
                  Telephone:
      (852) 2825 9211

                
	 
      	 
      	
                  Facsimile:
      (852) 2810 0431

                
	 
      	 
      	
                  Matter
      number: 156645

                
	 
      	 
      	 
      
	
                  To
      Deacons:

                	 
      	 
      
	 
      	 
      	 
      
	
                  Address:

                	 
      	
                  5th
      Floor, Alexandra House,

                
	 
      	 
      	
                  18
      Chater Road

                
	 
      	 
      	
                  Central,
      Hong Kong

                
	 
      	 
      	 
      
	
                  Attention:

                	 
      	
                  Ms.
      Eugina Chan / Miss Rosita Chu

                
	 
      	 
      	 
      
	
                  Telephone:

                	 
      	
                  (852)
      2825 9211

                
	 
      	 
      	 
      
	
                  Facsimile:

                	 
      	
                  (852)
      2810 0431

                
	 
      	 
      	 
      
	
                  Matter
      No:

                	 
      	
                  156645

                


        

      

      


      
        	
                7.2

              	
                In
      the absence of evidence of earlier receipt, a notice or other
      communication is deemed given:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                if
      delivered personally, when left at the address referred to in Clause
      7.1;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                if
      sent by mail except air mail, two (2) days after posting;
    and

              


      

       

       

      
        	
                 
      

              	
                (c)

              	
                if
      sent by air mail, six (6) days after
posting;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                if
      sent by fax, on completion of its
transmission.

              


      

      


      In
proving the giving of a notice by mail it shall be sufficient to prove that the
envelope containing such notice was properly addressed and posted.

      


      
        	
                8.

              	
                WARRANTY

              


      

      


      
        	
                8.1

              	
                Each
      of Windrace and the Investors represents, warrants and undertakes to each
      other and to the Escrow Agent that it has full right, power and authority,
      and has taken all necessary action, to validly and duly execute and
      deliver, and to exercise their rights and perform their obligations under
      this Agreement and all other documents (including all written instruction
      to be given by them to the Escrow Agent) relating to this Agreement, and
      this Agreement constitutes, and the documents which are to be executed by
      it when executed will constitute, legal, valid and binding agreements or
      obligations enforceable against it in accordance with their respective
      terms.

              


      


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      
        	
                9.

              	
                SET
      OFF

              


      

      


      
        	
                9.1

              	
                The
      Investors shall be reimbursed for all fees and expenses incurred (“Investors Fees”) as
      contemplated and in accordance with the terms and conditions of the
      Investment Agreement, subject to a maximum sum of
    US$50,000.

              


      

      


      
        	
                9.2

              	
                Upon
      receipt by the Escrow Agent of a written instruction from the Investors,
      the Escrow Agent shall be entitled to (a) deduct from the Escrow Moneys
      any sum representing the Investors Fee as stipulated in such written
      instruction; and (b) pay to the Investors or any person(s) as they may in
      such written instruction direct such Investors Fee, up to a maximum sum of
      US$50,000.

              


      

      


      
        	
                10.

              	
                COUNTERPARTS

              


      

      


      
        	
                10.1

              	
                This
      Agreement may be executed in one or more counterparts each of which shall
      be binding on each Party by whom or on whose behalf it is so executed, but
      which together shall constitute a single instrument.  For the
      avoidance of doubt, this Agreement shall not be binding on any Party
      hereto unless and until it shall have been executed by or on behalf of all
      persons expressed to be Party
hereto.

              


      

      


      
        	
                11.

              	
                GENERAL

              


      

      


      
        	
                11.1

              	
                The
      terms and provisions of this Agreement constitute the entire agreement
      among the Parties in respect of the subject matter of this Agreement, and
      neither (i) Windrace and the Investors on the one hand nor (ii) the Escrow
      Agent on the other hand has relied on any representations or agreements of
      the other, except as specifically set forth in this
    Agreement.

              


      

      
        


      

      
        	
                11.2

              	
                This
      Agreement or any provisions of this Agreement may be amended, modified,
      waived or terminated only by written agreement duly signed by the Parties
      thereto.

              


      

      


      
        	
                11.3

              	
                This
      Agreement shall inure to the benefit of, and be binding upon, the Parties
      and their respective heirs, devisees, executors, administrators, personal
      representatives, successors, trustees, receivers and permitted assignees.
      This Agreement is for the sole and exclusive benefit of the Parties, and
      nothing in this Agreement, express or implied, is intended to confer or
      shall be construed as conferring upon any other person any rights,
      remedies or any other type or types of
benefits.

              


      

      
        


      

      
        	
                11.4

              	
                The
      rights and remedies conferred upon the Parties shall be cumulative, and
      the exercise or waiver of any such right or remedy shall not preclude or
      inhibit the exercise of any additional rights or remedies. The waiver of
      any right or remedy under this Agreement shall not preclude the subsequent
      exercise of such right or remedy.

              


      

      
        


      

      
        	
                11.5

              	
                If
      one or more of the provisions of this Agreement shall for any reason be
      held to be invalid, illegal or unenforceable in any respect under
      applicable law, such invalidity, illegality or unenforceability shall not
      affect any other provisions of this Agreement, and this Agreement shall be
      construed as if such invalid, illegal or unenforceable provision had never
      been contained in this Agreement, and the remaining provisions of this
      Agreement shall be given full force and
effect.

              


      


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      12.          GOVERNING LAW AND
JURISDICTION

      


      
        	
                12.1

              	
                This
      Agreement shall be governed by and construed in accordance with the laws
      of Hong Kong and the Parties hereby irrevocably submit to the exclusive
      jurisdiction of the Hong Kong courts in respect of all disputes of any
      kind in connection with the terms of this
  Agreement.

              


      

      


      
        	
                12.2

              	
                Windrace
      hereby irrevocably appoints Jones Day of 29/F, Edinburgh Tower, the
      Landmark, 15 Queen’s Road Central, Hong Kong as the agent to accept
      service of legal process on its behalf.  Service of legal
      process upon such process agent of Windrace shall be deemed completed
      whether or not such legal process is forwarded to or received by
      Windrace.  Windrace hereby irrevocably agrees that, if the
      process agent ceases to have an address in Hong Kong or ceases to act as
      the process agent on behalf of Windrace, it shall appoint a new process
      agent in Hong Kong for the same purposes and will deliver to the other
      Parties within fourteen (14) days a copy of a written acceptance of
      appointment by the process agent.  If at any time Windrace
      appoints a new process agent, it shall give written notice to the other
      Parties of such appointment and until such time service on the process
      agent last known to the other Parties shall be deemed to be effective
      service.

              


      

      


      
        	
                12.3

              	
                Each
      of the Investors hereby irrevocably appoints Consec Services Limited of
      6/F Alexandra House, 18 Chater Road, Central, Hong Kong as the agent to
      accept service of legal process on its behalf.  Service of legal
      process upon the process agent of the Investors shall be deemed completed
      whether or not such legal process is forwarded to or received by any of
      the Investors.  Each of the Investors hereby irrevocably agrees
      that if its process agent ceases to have an address in Hong Kong or ceases
      to act as its process agent it shall appoint a new process agent in Hong
      Kong for the same purposes and will deliver to the other Parties within
      fourteen (14) days a copy of a written acceptance of appointment by the
      process agent.  If at any time any of the Investor appoints a
      new process agent it shall give written notice to the other Parties of
      such appointment and until such time service on the process agent last
      known to the other Parties shall be deemed to be effective
      service.

              


      


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      IN WITNESS whereof the hands
of the Parties the date and year first before written.

      


      
        
          
            	
                    
                      SIGNED
      by     Lin
      Shuipan

                    

                    duly
      authorized for and on behalf of

                  	 
      	
                    
                      )/s/
      Lin Shuipan

                    

                    )

                  
	
                    WINDRACE
      INTERNATIONAL COMPANY

                  	 
      	
                    )

                  
	
                    LIMITED

                  	 
      	
                    )

                  
	
                    in
      the presence of:      Tai Yau
      Ting

                  	 
      	
                    )

                  
	 
      	 
      	 
      
	
                    Witness’
      signature: /s/Tai Yau Ting

                  	 
      	 
      
	
                    Witness’
      name: Tai Yau Ting

                  	 
      	 
      
	
                    Witness’
      occupation:Chief Financial Officer

                  	 
      	 
      
	
                    Witness’
      address: 20E, Block 4, Phase 3

                  	 
      	 
      
	
                     Belvedere
      Garden, Tsuen Han

                  	 
      	 
      
	
                     Hong
      Kong

                  	 
      	 
      
	 
      	 
      	 
      
	
                    SIGNED
      by      JIANMING
    YU

                  	 
      	
                    )

                  
	
                    duly
      authorized for and on behalf of

                  	 
      	
                    )

                  
	
                    WISETECH
      HOLDINGS LIMITED

                  	 
      	
                    )

                  
	
                    in
      the presence of:

                  	 
      	
                    )

                  
	 
      	 
      	 
      
	
                    Witness’
      signature: /s/Lau Wun Wun

                  	 
      	 
      
	
                    Witness’
      name:Lau Wun Wun

                  	 
      	 
      
	
                    Witness’
      occupation: Solicitor

                  	 
      	 
      
	
                    Witness’
      address: Deacons

                  	 
      	 
      
	
                     5th
      Floor

                  	 
      	 
      
	
                     Alexandria
      House

                  	 
      	 
      
	
                     Central,
      Hong Kong SAR

                  	 
      	 
      
	 
      	 
      	 
      
	
                    SIGNED
      by      JIANMING
    YU

                  	 
      	
                    )
      /s/Jianming Yu

                  
	
                    duly
      authorized for and on behalf of

                  	 
      	
                    )

                  
	
                    WINDTECH
      HOLDINGS LIMITED

                  	 
      	
                    )

                  
	
                    in
      the presence of:

                  	 
      	
                    )

                  
	 
      	 
      	 
      
	
                    Witness’
      signature: /s/Lau Wun Wun

                  	 
      	 
      
	
                    Witness’
      name: Lau Wun Wun

                  	 
      	 
      
	
                    Witness’
      occupation: Solicitor

                  	 
      	 
      
	
                    Witness’
      address: Deacons

                  	 
      	 
      
	
                     5th
      Floor

                  	 
      	 
      


          

           

          
            
              
              

            

            
              12

              
                

              

            

            
              
              

            

          

           

          	
                   Alexandria
      House

                	 
      	 
      
	
                   Central,
      Hong Kong SAR

                	 
      	 
      
	 
      	 
      	 
      
	
                  SIGNED
      by      CHAN YUK YIN, EUGENA

                	 
      	
                  )
      /s/ Eugina Chan Yuk Yin

                
	
                  duly
      authorized for and on behalf of

                	 
      	
                  )

                
	
                  DEACONS

                	 
      	
                  )

                
	
                  in
      the presence of:

                	 
      	
                  )

                
	 
      	 
      	 
      
	
                  Witness’
      signature: /s/Lau Wun Wun

                	 
      	 
      
	
                  Witness’
      name:Lau Wun Wun

                	 
      	 
      
	
                  Witness’
      occupation: Solicitor

                	 
      	 
      
	
                  Witness’
      address: Deacons

                	 
      	 
      
	
                   5th
      Floor

                	 
      	 
      
	
                   Alexandria
      House

                	 
      	 
      
	
                   Central,
      Hong Kong SAR

                	 
      	 
      


        

      


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      APPENDIX

      


      FORM OF JOINT WRITTEN
INSTRUCTION(S)

      


      Date:

      


      
        	
                To:

              	
                Deacons

              


      

      5th
Floor, Alexandra House

      18 Chater
Road

      Central,
Hong Kong

      


      
        Attention:  Ms
Eugina Chan/Ms Rosita Chu

      

      


      Dear
Sirs

      


      Escrow
Agreement dated [●]

      among
the undersigned and Deacons (the “Escrow Agreement")

      Matter no.
156645

      


      Terms
used in this notice shall have the same meaning as defined in the Escrow
Agreement.

      


      We hereby
instruct you, pursuant to clause [*] of the Escrow Agreement, to release
[amount] of the Escrow Moneys by direct transfer as follows:

      


      Bank:

      


      Account
number:

      


      Accountholder
name:

      


      
        
          	
                  SIGNED
by

                	
                  )

                
	 
      	
                  )

                
	
                  for
      and on behalf of

                	
                  )

                
	
                  WINDRACE
      INTERNATIONAL COMPANY

                	
                  )

                
	
                  LIMITED

                	
                  )

                
	
                  in
      the presence of:

                	
                  )

                
	 
      	 
      
	
                  Witness’
      signature:

                	 
      
	
                  Witness’
      name:

                	 
      
	
                  Witness’
      occupation:

                	 
      
	
                  Witness’
      address:

                	 
      


        

      


      
        
           


        

        
          14

          
            

          

        

        
           


        

      

      


      
        
          	
                  SIGNED
by

                	
                  )

                
	
                  duly
      authorized for and on behalf of

                	
                  )

                
	
                  WISETECH
      HOLDINGS LIMITED

                	
                  )

                
	
                  in
      the presence of:

                	
                  )

                
	 
      	 
      
	
                  Witness’
      signature:

                	 
      
	
                  Witness’
      name:

                	 
      
	
                  Witness’
      occupation:

                	 
      
	
                  Witness’
      address:

                	 
      
	 
      	 
      
	
                  SIGNED
by

                	
                  )

                
	
                  duly
      authorized for and on behalf of

                	
                  )

                
	
                  WINDTECH
      HOLDINGS LIMITED

                	
                  )

                
	
                  in
      the presence of:

                	
                  )

                
	 
      	 
      
	
                  Witness’
      signature:

                	 
      
	
                  Witness’
      name:

                	 
      
	
                  Witness’
      occupation:

                	 
      
	
                  Witness’
      address:

                	 
      


        

      


      
        
           


        

        
          15

          
            

          

        

        
           


        

      

       

      SCHEDULE
1

      
         

        
          LIST OF AUTHORISED
SIGNATORIES

          
            


          

          
            Windrace: (any one of the
following representatives to sign)

          

          
            


          

          
            	
                    
                      Name:
      Shuipan Lin

                    

                  	 
      
	
                    
                      Title:
      Director of Windrace

                    

                  	
                    
                      Specimen
      Signature: /s/Shuipan Lin

                    

                  
	 	 
	
                    
                      Name:
      Tai Yau Ting

                    

                  	 
      
	
                    
                      Title:
      Chief Financial Officer of Windrace

                    

                  	
                    
                      Specimen
      Signature: /s/ Tai Yau Ting

                    

                  
	 
      	 
      


          

          
            


          

          
            Wisetech Holdings Limited:
(any one of the following representatives to sign)

          

          
            


          

          
            	
                    
                      Name:
      Jianming Yu

                    

                  	 
      
	 
      	
                    
                      Specimen
      Signature: /s/Jianming Yu

                    

                  
	 
      	 
      
	
                    
                      Name:
      Yuk Mei Tsui

                    

                  	 
      
	 
      	
                    
                      Specimen
      Signature:/s/Yuk Mei Tsui

                    

                  


          

          
            


          

          
            Windtech Holdings Limited:
(any one of the following representatives to sign)

          

          


          
            	
                    
                      Name:
      Jianming Yu

                    

                  	 
      
	 
      	
                    
                      Specimen
      Signature: /s/Jianming Yu

                    

                  
	 
      	 
      
	
                    
                      Name:
      Yuk Mei Tsui

                    

                  	 
      
	 
      	
                    
                      Specimen
      Signature: /s/Yuk Mei Tsui

                    

                  


          

          


          
            
              
              

            

            
              16