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Exhibit 10.3

SHARE PURCHASE AGREEMENT

By and Among

LEADING ASIA PACIFIC INVESTMENT LIMITED

CHINA TMK BATTERY SYSTEMS INC.

And

SHAREHOLDERS OF LOYAL TOP CAPITAL INVESTMENT
LIMITED

relating to

the sale and purchase of the whole of the issued share
capital of Loyal Top Capital Investment Limited

1

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CONTENTS

|1.  | DEFINITIONS AND
      INTERPRETATION | 2 
|--- | ------------------------------------ | --
|2.  | SALE AND PURCHASE OF SHARES          | 5 
|3.  | CONSIDERATION                        | 6 
|4.  | COMPLETION                           | 6 
|5.  | WARRANTIES BY THE VENDOR             | 7 
|6.  | WARRANTIES BY TMK                    | 10
|7.  | MAKE GOOD                            | 11
|8.  | WARRANTIES BY THE PURCHASER          | 12
|9.  | PURCHASER'S RIGHT TO
      RESCIND   | 13
|10. | VENDOR'S COVENANTS                   | 13
|11. | FURTHER ASSURANCE                    | 15
|12. | INFORMATION                          | 15
|13. | ANNOUNCEMENTS                        | 16
|14. | COSTS                                | 16
|15. | SUCCESSORS AND
      ASSIGNMENT      | 16
|16. | ENTIRE AGREEMENT                     | 17
|17. | VARIATIONS                           | 17
|18. | WAIVER                               | 17
|19. | AGREEMENT CONTINUES IN
      FORCE   | 18
|20. | SEVERABILITY                         | 18
|21. | NOTICES                              | 18
|22. | COUNTERPARTS                         | 19
|23. | GOVERNING LAW AND
      JURISDICTION | 19
|24. | LANGUAGE                             | 20

2

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THIS AGREEMENT is made on August 13, 2011.

BETWEEN:

|(1) | Leading Asia Pacific Investment Limited,a company
      registered in the British Virgin Islands with number 1492285 whose
      registered office is at OMC Chambers,Wickhams Cay1,Road Town,Tortola,
      British Virgin Islands. (" Purchaser ");
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                      
|(2) | Shenzhen Guangyixin Dianchi Co., a company
      registered in the Peoples Republic of China, Feng Liang,a citizen
      of the Peoples Republic of China with ID card No.: 440922195909220016
      and                                           
|    |                                                                                                                                                                                                                                                      
|    | Jiaxiao Zhanga citizen of the Peoples Republic
      of China with ID card No.: 440321196905240453, the owners of 100% of the
      equity interests of Loyal Top Capital Investment Limited (collectively,
      the Vendor); and                
|    |                                                                                                                                                                                                                                                      
|(3) | China TMK Battery Systems Inc.(TMK),a company
      registered in the USA with company number 637275 whose registered office
      is at 646 First Avenue South, St. Petersburg, Florida 33701,
  U.S.A.                                           

Each a "Party" to this Agreement and together the
"Parties".

|  | BACKGROUND                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|A | Loyal Top Capital Investment Limited ("Company")
      is a company registered in Hong Kong with company number 1564329. The
      Company has obtained an approval from Shenzhen Science Industry and
      Informationalization Commission on May 9, 2011 to acquire 100% of the
      equity interest of a Shenzhen based company, Shenzhen Dongfanghualian
      Technology Co., Ltd. (Dongfang Hualian), and the Company is in
      the process of completing the registration with Shenzhen Administration
      for Industry and Commerce (Shenzhen AIC).
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|B | The Vendor is the legal and beneficial owner of 100% of
      the Shares in the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|C | The Vendor has agreed to sell and the Purchaser has
      agreed to purchase the Shares for the consideration and upon the terms and
      conditions set out in this agreement.                                                                                                                                                                                                                                                                                                                                                                                     
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|D | TMK is the parent company of the Purchaser, who will
      issue a certain amount of shares as set out in this agreement to the
      Vendor as part of the consideration for the purchase of the Shares in the
      Company.                                                                                                                                                                                                                                                                                                                                       
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  | IT IS HEREBY AGREED:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

3

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|1.  | DEFINITIONS AND INTERPRETATION                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|1.1 | In this agreement the following words and expressions
      will (except where the context otherwise requires) have the following
      meanings:                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | Accountmeans the Companys financial statements
      provided by the Vendor to the Purchaser;                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | Account Datemeans June 30, 2011;                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | "Business Day"means a day other than a Saturday
      or Sunday on which banks are open for commercial business in Hong
    Kong;                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | "Business Intellectual Property"means all
      Intellectual Property used, or likely or required to be used, by the
      Company or any member of the Group in, or in connection with, its
      business;                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | "Completion"means the performance of all the
      obligations of the Parties to this agreement set out in clause
4;                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | "Completion Date"means September 15 ,
  2011;                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | "Computer Systems"means the computer systems used
      by or for the benefit of the Company at any time, or computer processors,
      associated and peripheral equipment, computer programs, technical and
      other documentation and data entered into or created by the foregoing from
      time to time;                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | "Confidential Information"means information
      (however stored) relating to or connected with the business, customers or
      financial or other affairs of the Company or any member of the Group
      details of which are not in the public domain including, without
      limitation, information concerning or relating to:                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(a) | the Business Intellectual Property and any other property
      of the Company or any member of the Group in the nature of intellectual
      property;                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(b) | any technical processes, future projects, business
      development or planning, commercial relationships and negotiations;
    and                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(c) | the marketing of goods or services including, without
      limitation, customer, client and supplier lists, price lists, sales
      targets, sales statistics, market share statistics, market research
      reports and surveys and advertising or other promotional materials and
      details of contractual arrangements and any other matters concerning the
      clients or customers of or other persons having dealings with the Company
      or any member of the Group.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | "Consideration"means the consideration for the
      Shares set out in clause 3.                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | "Disclosed"means fully, fairly and specifically
      disclosed to the Purchaser in the Disclosure Letter or, for the purposes
      of clauses 5.7.3 and 9, in writing to the Purchaser, with sufficient
      clarity and detail to enable the Purchaser to identify clearly and
      accurately the nature, scope and effect of the matter disclosed;                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | "Disclosure Letter"means the letter of even date
      with this agreement from the Vendor to the Purchaser relating to the
      Warranties together with any documents annexed to it;                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | "Encumbrance"means a mortgage, charge, pledge,
      lien, option, restriction, equity, right to acquire, right of pre-emption,
      third party right or interest, other encumbrance or security interest of
      any kind or any other type of preferential
arrangement (including, without limitation, a title transfer and retention
arrangement) having similar effect;                                                                                                         

4

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GAAP means the generally
accepted accounting principles in the United States of America.

"Group"means the
Company, Dongfang Hualian and their respective subsidiaries from time to time
and references to a "member of the Group" or a "Group Member" will
be construed accordingly;

"Hong Kong" means the Hong Kong
Special Administrative Region of the People's Republic of China;

"Intellectual Property" includes
patents, inventions, know-how, trade secrets and other confidential information,
registered designs, copyrights, data, database rights, design rights, rights
affording equivalent protection to copyright, database rights and design rights,
semiconductor topography rights, trademarks, service marks, logos, domain names,
e-mail address names, business names, trade names, moral rights, and all
registrations or applications to register any of the aforesaid items, rights
under licenses, consents, orders, statutes or otherwise in relation to any of
the aforesaid items, rights in the nature of any of the aforesaid items, in any
country or jurisdiction, rights in the nature of unfair competition rights and
rights to sue for passing-off;

PRCmeans the Peoples
Republic of China, excluding Hong Kong, the Macau Administrative Region and
Taiwan for the purposes of this agreement;

"RMB" means Renminbi, the lawful
currency for the time being of the PRC;

"Shares" means 100% of the
issued and allotted ordinary shares in the capital of the Company;
Transactionmeans the sale and purchase of the Shares under
this agreement; "US$"means US Dollars, the lawful currency for the time
being of the United States of America;

Warranties" means the
representations, warranties and undertakings set out in clause 5, clause 7 and
schedule 2 and "Warranty" will mean any of them;

|1.2     | In this agreement where the context
      admits:                                                                                                                                                                                                                                                                                                                                                               
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                 
|1.2.1   | reference to a statutory provision
      includes reference to:                                                                                                                                                                                                                                                                                                                                                 
|        |                                                                                                                                                                                                                                                                                                                                                                                                                 
|1.2.1.1 | any order, regulation, statutory instrument or
      other subsidiary legislation at any time made under it for the time being
      in force (whenever made);                                                                                                                                                                                                                                                  
|        |                                                                                                                                                                                                                                                                                                                                                                                                                 
|1.2.1.2 | any modification, amendment, consolidation,
      re-enactment or replacement of it or provision of which it is a
      modification, amendment, consolidation, re-enactment or replacement except
      to the extent that any modification, amendment, consolidation,
      re-enactment or replacement made after the date of this agreement would
      increase the liability of any of the parties hereto;
|        |                                                                                                                                                                                                                                                                                                                                                                                                                 
|1.2.2   | reference to a clause, schedule or paragraph is
      to a clause, schedule or a paragraph of a schedule of or to this agreement
      respectively;                                                                                                                                                                                                                                                            

5

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|1.2.3  | reference to the parties to this agreement includes their
      respective successors, permitted assigns and personal
    representatives;                                                                                                                                                                                                                                                                                                                                                       
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|1.2.4  | reference to any party to this agreement comprising more
      than one person includes each person constituting that party;                                                                                                                                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|1.2.5  | reference to any gender includes the other
  genders;                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|1.2.6  | reference to persons includes bodies corporate or
      unincorporated;                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|1.2.7  | reference to any professional firm or company includes
      any firm or company effectively succeeding to the whole, or substantially
      the whole, of its practice or business;                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|1.2.8  | the index, headings and any descriptive notes are for
      ease of reference only and will not affect the construction or
      interpretation of this agreement;                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|1.2.9  | this agreement incorporates the schedules to it;
    and                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|1.2.10 | for the purposes of this clause, "control", in relation
      to a body corporate, means the holding of more than 50% of the voting
      power at general meetings of that body corporate or being in a position to
      control the composition of a majority of the board of directors of that
      body corporate and in relation to a partnership, means the right to a
      share of more than one-half of the assets, or of more than one-half of the
      income, of the partnership.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|2.     | SALE AND PURCHASE OF SHARES                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|2.1    | The Vendor will sell, as beneficial owner, the Shares and
      the Purchaser will, in reliance on the Warranties, purchase the Shares
      free from all Encumbrances and together with all rights of any nature
      which are now or which may at any time become attached to them or accrue
      in respect of them including all dividends and distributions declared paid
      or made in respect of them on or after the date of this
  agreement.                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.     | CONSIDERATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       | The Consideration payable by the Purchaser for the
      purchase of the Shares was calculated based upon 3 times of 2011 net
      profit of Dongfang Hualian and shall consist of:                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.1    | RMB 72 million in cash, of which RMB 67,838,925 has been
      paid to the Vendor by June 30, 2011;                                                                                                                                                                                                                                                                                                                                                                                              

6

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|3.2   | 8,108,000 new shares of the Companys common stock deemed
      equivalent to US$2 per share to be issued by TMK, the parent company of
      the Purchaser, within 90 days upon the execution of this agreement. The
      Company is obligated to issue and deliver 5,000,000 shares of the
      Companys common stock to the Seller within 90 days of the closing of the
      Purchase Agreement and deliver the rest 3,108,000 shares of the Companys
      common stock to the Seller if Dongfang Hualian achieves a net profit of
      RMB 60 million (approximately $ 9.3 million) for the fiscal year ended
      December 31, 2011.                                                 
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3.3   | The payment specified in clause 3.1 shall be made in the
      PRC. If, for any reason whatsoever, Completion fails to take place on the
      Completion Date in accordance with clause 4, including without limitation
      any rescission or termination of this agreement by the Purchaser pursuant
      to clause 4, 5 or 9, the Vendor shall forthwith refund to the Purchaser
      the full amount of any and all payment made by the Purchaser under clause
      3.1 or elsewhere under this Agreement and return and procure the return to
      TMK of all shares which may then have been issued under clause 3.2, in
      each case upon first written demand from the Purchaser.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3.4   | Satisfaction of the Consideration, including the issuance
      of shares by TMK, in the manner provided in this clause 3 shall constitute
      a good and absolute discharge of all obligations of the Purchaser to the
      Vendor with respect to all or any part of the Consideration.                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4.    | COMPLETION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4.1   | Completion will take place at the principal place of
      business of the Vendor in Hong Kong at 5:00 p.m. (Hong Kong time) on the
      Completion Date or at such other time and place as may be agreed among the
      Parties, when the Vendor shall perform all its obligations under the
      provisions of schedule 3.                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4.2   | The Purchaser will not be obliged to complete the
      purchase of the Shares under this agreement unless the Vendor complies
      fully with its obligations under schedule 3 and unless the purchase of all
      the Shares is completed simultaneously.                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4.3   | If Completion does not take place on the Completion Date
      because the Vendor fails to comply with any of its obligations under
      schedule 3, the Purchaser may, by notice to the Vendor:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4.3.1 | proceed to Completion to the extent reasonably
      practicable;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4.3.2 | postpone Completion to a date not more than sixty (60)
      Business Days after the Completion Date; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4.3.3 | terminate this agreement without prejudice to any other
      rights the Purchaser may have.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4.4   | If the Purchaser postpones Completion to another date in
      accordance with clause 4.3.2, the provisions of this agreement shall apply
      as if that other date is the Completion Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

7

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|4.5   | If the Purchaser terminates this agreement pursuant to
      clause 4.3.3 each Party's further rights and obligations will cease
      immediately on termination, but termination will not affect a Party's
      accrued rights, liabilities and obligations as at the date of termination
      nor the Vendors obligations under clause 3.3.                                                                                                                                                                                                                          
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5.    | WARRANTIES BY THE VENDOR                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5.1   | The Vendor warrants and undertakes that, at the date of
      this agreement, each of the statements set out in schedule 2 is true,
      accurate and complete in all respects and not misleading and will be true
      and accurate in all respects and not misleading at all times after the
      date of this agreement up to and including the Completion Date.                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5.2   | In addition to the warranties as set out in schedule 2,
      the Vendor further warrants that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5.2.1 | Save and except the liabilities and debts the Vendor has
      otherwise Disclosed to the Purchaser in the Disclosure Letter, there are
      no other liabilities (actual or contingent), debts, claims, expenses,
      charges, costs, outstanding against and payable by the Company to any
      third party, including those owed to related companies, financial
      institutions, banks, and other related interests and the Vendor shall
      notwithstanding Completion fully indemnify and keep indemnified the
      Purchaser against any such liabilities.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5.2.2 | The Company is not in default of any contracts,
      agreements or legal obligations pursuant to which it may be subject to any
      claims, proceedings, action or be liable to any charges, costs, expenses,
      damages or other liabilities.                                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5.2.3 | There are no outstanding liabilities or debts owed to any
      of the employees of the Company, nor are any of the employees responsible
      for any liabilities and debts for which the Company may become liable, and
      the Vendor shall indemnify the Purchaser for any expenses, costs, charges
      (including legal fees), liabilities incurred or claims, proceedings,
      actions taken against the Purchaser by any third party or employee of the
      Company for any such liabilities or debts.                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5.3   | The Vendor acknowledges that the Purchaser is entering
      into this agreement in reliance on each Warranty which has also been given
      as a representation and with the intention of inducing the Purchaser to
      enter into this agreement and that the Purchaser has been induced to enter
      into this agreement on the basis of and in full reliance upon them and
      that the Purchaser may rely on the Warranties in warranting to any
      subsequent purchaser of all or any of the Shares.                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5.4   | Each of the Warranties is to be construed as a separate
      and independent warranty and (except where this agreement provides
      otherwise) will not be limited or restricted by reference to or inference
      from any other term of this agreement or any other Warranty.                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5.5   | The rights and remedies of the Purchaser in respect of
      any breach of any of the Warranties will survive
  Completion.                                                                                                                                                                                                                                                                                                                                                                                                                                                

8

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|5.6    | The Vendor waives and may not enforce any right which it
      may have in respect of any misrepresentation, inaccuracy or omission in or
      from any information or advice supplied or given by the Company or its
      officers or employees in enabling the Vendor to give the Warranties and
      any representations or to prepare the Disclosure Letter.                                                                                                                                                                                                
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5.7    | Between the execution of this agreement and Completion
      the Vendor agrees that it will:                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5.7.1  | procure Dongfang Hualian to register the Company as its
      sole shareholder at Shenzhen AIC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5.7.2  | procure that neither the Vendor nor the Company nor any
      member of the Group will allow or procure any act or omission which would
      constitute a breach of any of the Warranties;                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5.7.3  | procure that the Company complies with the provisions of
      schedule 4; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5.7.4  | immediately disclose in writing to the Purchaser any
      event or circumstance which may arise or become known to the Vendor which
      would be a breach of clause 5.7.3 or which constitutes a breach of or is
      materially inconsistent with any of the Warranties or which might make any
      of them inaccurate or misleading or which has or is likely to have an
      adverse effect on the financial position or business prospects of the
      Company or which is otherwise material to be known by a purchaser for
      value of the Shares.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5.8    | The Warranties will not be deemed in any way modified or
      discharged by reason of any investigation made or to be made by or on
      behalf of the Purchaser or by reason of any information relating to the
      Company of which the Purchaser has knowledge (actual, implied or
      constructive) except that the Warranties will be qualified by such
      information as is Disclosed.                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5.9    | If on or before the Completion Date the Purchaser
      considers that the Vendor is in breach of any of the Warranties or any
      other provision of this agreement, the Purchaser may by notice to the
      Vendor elect to proceed to Completion or rescind or terminate this
      agreement without prejudice to any other rights and remedies of the
      Purchaser hereunder or otherwise.                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5.10   | If the Purchaser rescinds or terminates this agreement
      pursuant to clause 5.9:                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5.10.1 | the Vendor shall indemnify the Purchaser against all
      costs incurred by it relating to the negotiation, preparation, execution
      or termination of this agreement or the transactions contemplated hereby;
      and                                                                                                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5.10.2 | each Party's further rights and obligations will cease
      immediately on termination, but termination will not affect a Party's
      accrued rights, liabilities and obligations as at the date of termination
      nor the Vendors obligations under clause 3.3.                                                                                                                                                                                                                                                                                            

9

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|5.11   | If there is any breach or non-fulfillment of any of the
      Warranties resulting in:                                                                                                                                                                             
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                    
|5.11.1 | the value of any of the assets of the Company or any
      other member of the Group being or becoming less than it would have been
      had the relevant circumstances been as so warranted; or                                                                  
|       |                                                                                                                                                                                                                                                                    
|5.11.2 | the Company having incurred or incurring any liability or
      an increase in a liability which it would not have incurred had the
      relevant circumstances been as so warranted;                                                                             
|       |                                                                                                                                                                                                                                                                    
|       | then the Vendor agrees to pay to the Purchaser on demand
      (at the option of the Purchaser) an amount equal to either:                                                                                                                                         
|       |                                                                                                                                                                                                                                                                    
|5.11.3 | the reduction in value of the assets or (as the case may
      be) the liability or increased liability incurred by the Company as a
      result of such a breach or non-fulfillment of any of the Warranties;
    or                                             
|       |                                                                                                                                                                                                                                                                    
|5.11.4 | an amount equal to the reduction caused in the value of
      the Shares .                                                                                                                                                                                         
|       |                                                                                                                                                                                                                                                                    
|5.12   | The Vendor agrees to indemnify the Purchaser in full for
      and against all costs (including legal costs on a full indemnity basis)
      and expenses incurred by the Purchaser either before or after the
      commencement of any action in connection with:
|       |                                                                                                                                                                                                                                                                    
|5.12.1 | the settlement of any claim that any of the Warranties
      has been breached or is untrue, inaccurate or misleading;                                                                                                                                             
|       |                                                                                                                                                                                                                                                                    
|5.12.2 | any legal proceedings arising out of or in connection
      with any claim for breach of Warranty in which judgment is given in favor
      of the Purchaser; or                                                                                                   
|       |                                                                                                                                                                                                                                                                    
|5.12.3 | the enforcement of any such settlement or
  judgment.                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                    
|5.13   | The rights of the Purchaser under clauses 5.11 and 5.12
      will be in addition and without prejudice to any other right or remedy
      available to it under this agreement or otherwise.                                                                      
|       |                                                                                                                                                                                                                                                                    
|6.     | WARRANTIES BY TMK                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                    
|       | TMK warrants that:                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                    
|6.1    | it has and shall have full power and authority to enter
      into and perform this Agreement which constitutes binding obligations on
      it in accordance with the terms;                                                                                      
|       |                                                                                                                                                                                                                                                                    

10

---

|6.2  | TMK shall, within 90 days as of the execution date of
      this agreement, issue in aggregate 8,108,000 shares to the Vendor or its
      designee(s), as part of the consideration for the Transaction.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|7.   | MAKEGOOD                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | The Vendor understands that the purchase price paid for
      the Company is based on an expectation that Dongfang Hualian will achieve
      a net profit of RMB 60 million for the fiscal year ended December 31,
      2011. The Vendor warrants and undertakes to the Purchaser that if the
      Dongfang Hualian does not achieve an estimated 2011 net income of RMB 60
      million, then the Vendor agrees to return a pro rata share of the cash
      consideration to the Purchaser.                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|8.   | WARRANTIES BY THE PURCHASER                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | The Purchaser warrants that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|8.1  | it has and shall have full power and authority to enter
      into and perform this agreement which constitutes binding obligations on
      it in accordance with the terms.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|8.2  | its performance of this agreement does not constitute any
      breach or violation of any contract or agreement to which it is a
      party;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|8.3  | it shall pay the Consideration to the Vendor in
      accordance with the terms set out in clause 3 herein without
  delay;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|8.4  | it shall procure its parent company TMK to issue, within
      90 days as of the execution of this agreement, 8,108,000 shares in the
      manner specified in clause 3.2 to the Vendor (or any other person(s) as
      may be designated by the Vendor);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|9.   | PURCHASER'S RIGHT TO RESCIND                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | If the Vendor discloses any event or circumstance
      pursuant to clause 5.7.3 or if there is a breach of any of the Warranties
      or a breach or non-fulfillment of any other term of this agreement by the
      Vendor, the Purchaser will be entitled, in addition and without prejudice
      to any other right or remedy available to it, to rescind this agreement
      without any liability to any other party whereupon the Vendor must
      indemnify the Purchaser in full for and against all costs and expenses
      incurred or suffered by the Purchaser (including but not limited to all
      legal expenses and other professional fees on a full indemnity basis) in
      connection with the negotiation, preparation and rescission of this
      agreement.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.  | VENDOR'S COVENANTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.1 | The Vendor undertakes to and covenants with the Purchaser
      that (except with the consent in writing of the Purchaser) it will not at
      any time after Completion:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

11

---

|10.1.1 | (except as required by law) disclose or divulge to any
      person (other than to officers or employees of the Purchaser whose
      province it is to know the same) or use (other than for the benefit of the
      Purchaser) any Confidential Information which may be within or have come
      to its knowledge and it must use all reasonable endeavors to prevent such
      publication, disclosure or misuse of any Confidential
  Information;                                                                                                                                                                                                                                                                                                                                                                                                                                         
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.1.2 | do or say anything which is likely or intended to damage
      the goodwill or reputation of the Company or any member of the Group or of
      any business carried on by the Company or any member of the Group or which
      may lead any person to cease to do business with the Company on
      substantially equivalent terms to those previously offered or not to
      engage in business with the Company or any member of the Group.                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.2   | The Vendor undertakes to and covenants with the Purchaser
      that it will not, for a period of one year after the date of this
      agreement, either on its own behalf or jointly with any other person,
      directly or indirectly:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.2.1 | approach, canvass, solicit or otherwise act with a view
      to enticing away from or seeking in competition with any business of the
      Company or any member of the Group any person who at any time during the
      period of 12 months preceding the Completion Date or at any time after the
      Completion Date prior to his ceasing to be employed by the Company or any
      member of the Group is or has been a customer of the Company or any member
      of the Group and during such period it must not use its knowledge of or
      influence over any such customer to or for its own benefit or the benefit
      of any other person carrying on business in competition with the Company
      or any member of the Group or otherwise use its knowledge of or influence
      over any such customer to the detriment of the Company or any member of
      the Group;
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.2.2 | seek to contract with or engage (in such a way as
      adversely to affect the business of the Company or any member of the Group
      as carried on at the date of this agreement) any person who has been
      contracting with or engaged to supply or deliver products, goods,
      materials or services to the Company or any member of the Group at any
      time during the period of [twelve] months preceding the date of this
      agreement or, at any time after that, before he ceases to be engaged by
      the Company or any member of the Group;                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.2.3 | approach, canvass, solicit, engage or employ or otherwise
      endeavor to entice away any person who at any time during the period of
      [six] months preceding the Completion Date or (if later) the date of his
      ceasing to be employed by the Company or any member of the Group will be
      or will have been an employee, officer, manager, consultant,
      sub-contractor or agent of the Company or any member of the Group with a
      view to the specific knowledge or skills of such person being used by or
      for the benefit of any person carrying on business in competition with the
      business carried on by the Company or any member of the Group.                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.3   | Each of the covenants contained in clauses 10.1 and 10.2
      will constitute an entirely separate and independent restriction on the
      Vendor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

12

---

|10.4 | References in this clause 10 to the "business of the
      Company or any member of the Group" includes the business of the Company
      and/or any member of the Group that may from time to time be transferred
      to any company which is a member of the same group as the
  Purchaser.                                                                                                                                                                                                                                                                                                                                                             
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|10.5 | The Vendor agrees and acknowledges that the restrictions
      contained in this clause 10 are fair and reasonable and necessary to
      assure to the Purchaser the full value and benefit of the Shares but, in
      the event that any such restriction is found to be void or unenforceable
      but would be valid and effective if some part or parts of the restriction
      were deleted, such restriction will apply with such deletion as may be
      necessary to make it valid and effective.                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|11.  | FURTHER ASSURANCE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | On and after Completion, the Vendor must, at the request
      of the Purchaser, do and execute or procure to be done and executed all
      such acts, deeds, documents and things as may be necessary to give effect
      to this agreement.                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|12.  | INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | The Vendor must provide or procure to be provided to the
      Purchaser all such information in its possession or under its control as
      the Purchaser will from time to time reasonably require (both before and
      after the Completion Date) relating to the business and affairs of the
      Company and/or any member of the Group and in any case where such
      information is not the exclusive property of the Company and/or any member
      of the Group will give or procure to be given to the Purchaser, its
      directors and agents access to such information and will permit the
      Purchaser to take copies of the same.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|13.  | ANNOUNCEMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | No announcement, communication or circular concerning
      this agreement will be made (whether before or after the Completion Date)
      by or on behalf of any Parties without the prior approval of the other
      Parties (such approval not to be unreasonably withheld or delayed) save
      for:                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|13.1 | announcements to employees, customers, suppliers and
      agents of the Company and/or any member of the Group and/or the Purchaser
      and/or any company which is a member of the same group as the Purchaser in
      such form as may be reasonably required by the Purchaser; and                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|13.2 | such announcements as may be required by the law of any
      relevant jurisdiction or by any securities exchange or regulatory or
      governmental body to which that Party and/or its affiliates are
      subject.                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|14.  | COSTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|14.1 | Subject to the provisions of clause 5.12 and clause 9,
      each of the parties will bear and pay its own legal, accountancy and other
      fees and expenses incurred in and incidental to the preparation and
      implementation of this agreement and of all other documents in the agreed
      form.                                                                                                                                                                                                                                                                                                                                               

13

---

|14.2   | The cost of all stamp duty and other similar duty payable
      in respect of the sale and purchase of the Shares will be borne by the
      Vendor, on the one hand, and the Purchaser, on the other in equal
      shares.                                                                                                                     
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                  
|15.    | SUCCESSORS AND ASSIGNMENT                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                  
|15.1   | This agreement will be binding on and inure for the
      benefit of each party's successors, permitted assigns and personal
      representatives but will not be assignable except that:                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                  
|15.1.1 | the Purchaser may assign the whole or any part of the
      benefit of this agreement and the Warranties to any transferee of any
      shares in the capital of the Company; and                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                  
|15.1.2 | the Purchaser may assign its rights under this agreement
      to any company of which it is a subsidiary or of which it is a holding
      company.                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                  
|15.2   | Except as otherwise expressly provided, all rights and
      benefits under this agreement are personal to the Parties and may not be
      assigned at law or in equity without the prior written consent of the
      other Parties.                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                  
|16.    | ENTIRE AGREEMENT                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                  
|16.1   | This agreement together with the schedules attached to it
      and any revisions thereto as may be agreed upon by the Parties
      (Acquisition Documents)constitute the entire agreement between
      the Parties with respect to the subject matter of this
agreement.                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                  
|16.2   | Except for any misrepresentation or breach of warranty
      which constitutes fraud:                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                  
|16.2.1 | the Acquisition Documents supersede and extinguish all
      previous agreements between the parties relating to the subject matter
      contained in the Acquisition Documents and any representations and
      warranties previously given or made other than those contained in the
      Acquisition Documents;                            
|       |                                                                                                                                                                                                                                                                                                                                                  
|16.2.2 | each party acknowledges to the other (and executes the
      Acquisition Documents in reliance on such acknowledgement) that it has not
      been induced to enter into any such documents by nor relied on any
      representation or warranty other than the representations and/or
      warranties contained in such Acquisition Documents.
|       |                                                                                                                                                                                                                                                                                                                                                  
|17.    | VARIATIONS                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                  
|       | No variation of this agreement or other Acquisition
      Documents will be valid unless it is in writing and signed by or on behalf
      of each of the parties to this agreement.                                                                                                                                                             

14

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|18.  | WAIVER                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | No waiver by the Purchaser of any breach or
      non-fulfillment by the Vendor of any provisions of this agreement will be
      deemed to be a waiver of any subsequent or other breach of that or any
      other provision and no failure to exercise or delay in exercising any
      right or remedy under this agreement will constitute a waiver of the
      relevant provision or provisions of this agreement. No single or partial
      exercise of any right or remedy under this agreement will preclude or
      restrict the further exercise of any such right or remedy. The rights and
      remedies of the Purchaser provided in this agreement are cumulative and
      not exclusive of any rights and remedies provided by law.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|19.  | AGREEMENT CONTINUES IN FORCE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | This agreement will remain in full force and effect so
      far as concerns any matter remaining to be performed at or after
      Completion even though Completion will have taken place.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|20.  | SEVERABILITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | The invalidity, illegality or unenforceability of any
      provisions of this agreement will not affect the continuation in force of
      the remainder of this agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|21.  | NOTICES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|21.1 | Any notice to be given pursuant to the terms of this
      agreement must be given in writing to the party due to receive such notice
      at its address set out in this agreement or such other address as may have
      been notified to the other party in accordance with this clause
  21:                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | Purchaser                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | Address: OMC Chambers,Wickhams Cay1,Road Town,Tortola,
      British Virgin Islands. ]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | Vendor                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | Address: Rooms 1901-2, Park-In Commercial Centre,56Dundas
      Street, Kowloon.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | China TMK Battery Systems Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | Address: Sanjun Industrial Park, No. 2 Huawang Rd.,
      Dalang Street, Bao'an District, Shenzhen 518109, Peoples Republic of
      China                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|21.2 | Notice must be delivered: personally; or sent by first
      class prepaid recorded delivery or registered post (airmail if overseas);
      or by facsimile transmission. Notices will be deemed to be given: in the
      case of personal delivery - on delivery; in the case of posting, at the
      earliest of: there is evidence of receipt - at the time of receipt; and if
      sent by airmail - six days after posting; and otherwise - 48 hours after
      posting; and in the case of facsimile transmission - on completion of the
      transmission provided that the sender has received printed confirmation of
      transmission.                                                                                                

15

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|22.  | COUNTERPARTS                                                                                                                                                                                                                                                                                                                                                                             
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                          
|     | This agreement may be executed in any number of
      counterparts each of which when executed by one or more of the parties to
      this agreement will constitute an original but all of which will
      constitute one and the same instrument.                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                          
|23.  | GOVERNING LAW AND JURISDICTION                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                          
|23.1 | This agreement will be governed by and construed in
      accordance with the laws of Hong Kong.                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                          
|23.2 | The parties irrevocably agree that the courts of Hong
      Kong will have non-exclusive jurisdiction to settle any dispute which may
      arise out of or in connection with this agreement.                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                          
|23.3 | The Parties irrevocably consent to any process in any
      proceedings anywhere being served in accordance with the provisions of
      this agreement relating to the service of notices, such service shall
      become effective thirty (30) days after dispatch. Nothing herein contained
      shall affect the right to serve process in any other manner permitted by
      law.
|     |                                                                                                                                                                                                                                                                                                                                                                                          
|23.4 | Nothing contained in this clause 23 will limit the right
      of the Purchaser to take proceedings against the Vendor or any other Party
      in any court of competent jurisdiction, nor will the taking of proceedings
      in one or more jurisdictions preclude the taking of proceedings by the
      Purchaser in any other jurisdiction, whether concurrently or
not.          
|     |                                                                                                                                                                                                                                                                                                                                                                                          
|24.  | LANGUAGE                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                          
|     | This agreement is written in
English.                                                                                                                                                                                                                                                                                                                                                    

16

---

SCHEDULE 1

The Company

|Name of company         | Loyal Top Capital Investment Limited                       
|----------------------- | -----------------------------------------------------------
|                        |                                                            
|Type:                   | Limited Liability Company                                  
|                        |                                                            
|Registered number:      | 1564329                                                    
|                        | Hong Kong                                                  
|Place of incorporation: |                                                            
|                        |                                                            
|Registered office:      | Rooms 1901-2,Park-In Commercial
      Centre,56Dundas      
|                        | Street,Kowloon.                                            
|                        |                                                            
|Shareholder(or Member): | Shenzhen Guangyixin Dianchi Co.,
      a company           
|                        | registered in the Peoples Republic of
      China;        
|                        | Liang Fenga citizen of the
      Peoples Republic of China
|                        | with ID card No.:440922195909220016; and                   
|                        | Zhang Jiaxiaoa citizen of the
      Peoples Republic of   
|                        | China with ID card
      No.:440321196905240453.           

17

---

SCHEDULE 2

The Warranties

|1.  | DISCLOSURE OF INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|1.1 | There are fully and accurately Disclosed all matters
      which might materially and adversely affect the present or future value of
      the Company or which might otherwise reasonably affect the willingness of
      the Purchaser to purchase the Shares or to purchase them for the
      consideration and upon the terms set out in this agreement.                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|1.2 | All information which has been given by any of the
      directors or officers or professional advisers of the Company or the
      Vendor to any of the directors or officers or professional advisers of the
      Purchaser in the course of the negotiations leading to the signing of this
      agreement was, when given, true, complete and accurate in all respects and
      there is no fact or matter not Disclosed which renders any such
      information untrue, inaccurate or misleading.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|1.3 | The facts set out in the Disclosure Letter, the recitals
      and schedules 1 are true, complete and accurate in all respects and not
      misleading.                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2.  | CAPACITY AND OWNERSHIP OF SHARES                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2.1 | The Vendor is duly incorporated and validly existing
      under Hong Kong laws and has full power and authority and has taken all
      action necessary to execute and deliver and to exercise its rights and
      perform its obligations under this agreement and each of the Acquisition
      Documents to be executed on or before Completion which constitute valid
      and binding obligations on the Vendor in accordance with their
    terms.                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2.2 | Neither the Vendor nor any person connected with the
      Vendor has any interest, directly or indirectly, in any business other
      than that now carried on by the Company which is or is likely to be or
      become competitive with the business of the Company.                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2.3 | The Shares described in schedule 1 constitute the whole
      of the allotted and issued share capital of the Company and have been
      properly allotted and issued.                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2.4 | All necessary consents, authorizations and approvals of
      any governmental agency or body required for the performance of the terms
      hereof by the Vendor have been obtained and made or shall have been
      obtained or made by Completion.                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

18

---

|2.5  | The Shares shall on Completion be transferred in
      accordance with the constitutional documents of the Company and in
      accordance with all relevant laws of Hong Kong.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2.6  | There is no Encumbrance on, over or affecting the Shares
      or any of them or the shares or interest in the Dongfang Hualian or other
      Group Members or any unissued shares in the capital of the Company and
      there is no agreement or commitment to give or create any such Encumbrance
      or negotiations which may lead to such an agreement or commitment and no
      claim has been made by any person to be entitled to such an
      Encumbrance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2.7  | The Vendor is entitled to sell and transfer the full
      legal and beneficial ownership in the Shares to the Purchaser and such
      sale and transfer will not result in any breach of or default under any
      agreement or other obligation binding upon the Vendor or any of its
      property. The Vendor is not insolvent and is able to meet its obligations
      and liabilities when due and its obligations under this agreement are not
      subject to avoidance on grounds of insolvency, bankruptcy or the like. No
      winding up, dissolution or liquidation proceedings are pending or
      threatened against the Vendor and the Vendor has not taken any step or
      passed any resolution and is not aware of any step or action being taken
      or threatened by any third party for or with respect to, or any other
      circumstances which might reasonably be expected to give rise to, any of
      the foregoing.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2.8  | Other than this agreement, there is no agreement,
      arrangement or obligation requiring the creation, allotment, issue,
      transfer, redemption or repayment of, or the grant to any person of the
      right (whether conditional or not) to require the allotment, issue,
      transfer, redemption or repayment of, any shares in the capital of the
      Company (including, without limitation, an option or right of pre-emption
      or conversion).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2.9  | There is no litigation, arbitration, prosecution,
      administrative or other legal proceedings or dispute in existence or
      threatened against the Vendor in respect of the Shares or the shares in
      the Dongfang Hualian or any other Group Member or the Vendor's entitlement
      to dispose of the Shares or the shares in the Dongfang Hualian or any
      other Group Member and there are no facts known to the Vendor which might
      give rise to any such proceedings or any such dispute.                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2.10 | The Company has not exercised nor purported to exercise
      or claim any lien over the Shares and no call on the Shares is outstanding
      and all the Shares are fully paid up.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2.11 | Subject to the approval of the board of directors of the
      Company and the relevant provisions (if any) in the constitutional
      documents of the Company to the contrary, no consent of any third party is
      required for the sale of the Shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3.   | REGULATORY COMPLIANCE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3.1  | Each of the members of the Group have been validly
      incorporated and established pursuant to the laws of their respective
      place of incorporation, all legal and procedural requirements and all
      other formalities concerning such incorporation and establishment have
      been duly and properly complied with, and each of the members of the Group
      is in good standing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

19

---

|3.2 | The copies of the constitutional documents and articles
      of association and other corporate documents of each of the members of the
      Group [attached to the Disclosure Letter] are true, accurate, and complete
      in all respects. Such constitutional and corporate documents includes
      copies of all resolutions (including but not limited to all special
      resolutions passed by the relevant member of the Group) and documents
      required to be incorporated in the constitutional documents of the
      relevant member of the Group and fully set out all rights attaching to
      each class of the share capital of the relevant member of the Group other
      than those under general law.                                                                                                                                                                                                                                                                                                                              
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3.3 | The register of members, minute books and other statutory
      books of each of the members of the Group have been properly kept and
      written up and contain a true, accurate and complete record of all the
      matters which should be dealt with and no notice or allegation that any of
      the same is incorrect or should be rectified has been received and each of
      the members of the Group has not received any application or request for
      rectification of the register of members and compliance has been made with
      all other legal requirements concerning each of the members of the Group
      and all issues of shares or other securities thereof.                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3.4 | Each of the members of the Group is validly existing and
      is entitled to carry on the business now conducted by it.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3.5 | All corporate or other documents required to be filed or
      registered in respect of each of the members of the Group with the
      relevant authorities in their respective places of incorporation
      (including appropriate regulatory bodies) have been duly filed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3.6 | Each of the members of the Group has complied in all
      material respects with all legislation, rules and regulations applicable
      to it and obtained all necessary licenses, consents and other permissions
      and approvals relevant to the business of such company in its place of
      incorporation, and each of the members of the Group has complied in all
      material respects with all legal requirements existing as of the date
      hereof in relation to any transactions to which it is or has been a
      party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3.7 | All licenses, consents and other permissions and
      approvals required for or in connection with the carrying on of the
      business now being conducted by each of the members of the Group are in
      full force and effect and have been duly complied with in all material
      respects and, to the best of the Vendor's knowledge, there is no
      circumstance which might invalidate any such license, consent, permission
      or approval or render it liable to forfeiture or modification or affect
      its renewal.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.  | BUSINESS NAME                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | The Company does not use any name for any purpose other
      than its full corporate name.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5.  | LICENSES AND CONSENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | Each of the Group Members has obtained all licenses,
      permissions, authorizations and consents required to own and operate its
      assets and for the proper carrying on of its business (full details of
      which are set out in the Disclosure Letter). All such licenses,
      permissions, authorizations and consents are in full force and effect,
      have been obtained on a permanent and unconditional basis and none of the
      Group Members are in breach of any of the terms and conditions attached to
      those licenses,permissions, authorizations and consents. There are
      no circumstances which indicate that any of such licenses, permissions,
      authorizations or consents may be revoked or not renewed in the ordinary
      course of events nor are there any circumstances which indicate that
      equivalent licenses, permissions, authorizations or consents on no less
      favorable terms would not be granted to the Group Members following the
      acquisition of the Shares by the Purchaser.

20

---

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6.  | INSURANCE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|6.1 | Full details of all insurance policies effected by the
      Company and other Group Members or by any other person in relation to any
      of the Company's and other Group Members assets have been Disclosed and
      all such details are true and correct in all respects and all such
      insurance policies are currently in full force and effect.                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|6.2 | Each of the Company and other Group Members has not done
      or omitted to do or suffered anything to be done or not to be done which
      has or might render any policies of insurance taken out by it or by any
      other person in relation to any of the Company's or other Group Members
      assets void or voidable or which would or might result in an increase in
      the rate of premiums on the said policies and there are no claims
      outstanding and no circumstances which would or might give rise to any
      claim under any of such policies of insurance.                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|6.3 | All the assets of the Company and other Group Members of
      an insurable nature are and have at all material times been insured in
      amounts representing their full replacement or reinstatement value (with
      no provision for deduction or excess) against fire and other risks
      normally insured against by persons carrying on similar businesses to the
      business of the Company and other Group Members. Each of the Company and
      other Group Members is and has at all material times been adequately
      insured against accident, third party and other risks normally or
      presently insured against by persons carrying on similar businesses to the
      business of the Company and other Group Members.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|7.  | RECORDS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | All the accounts, books, registers, ledgers and financial
      and other material records of whatsoever kind of each of the Group Members
      are up to date, in its possession or under its control and have been fully
      properly and accurately kept and compiled; there are no material
      inaccuracies or discrepancies of any kind contained or reflected in such
      records and they give and reflect a true and fair view of the financial,
      contractual and trading position of each of the Group Members and fixed
      and current assets and liabilities (actual and contingent), debtors and
      creditors.                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|8.  | CONFIDENTIAL INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|8.1 | None of the Group Members uses any processes and is not
      engaged in any activities which involve the misuse of any confidential
      information belonging to any third party or alleged
  misuse.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

21

---

|8.2 | None of the Group Members is aware of any actual or
      alleged misuse by any person of any of its Confidential
  Information.                                                                                                                                                                                                                                                                                                                                                                              
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|8.3 | None of the Group Members has disclosed to any person any
      of its Confidential Information except where such disclosure was properly
      made in the normal course of the business of the Group Member and was made
      subject to an agreement under which the recipient is obliged to maintain
      the confidentiality of such Confidential Information and is restrained
      from further disclosing or using it other than for the purposes for which
      it was disclosed by the Company. 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|8.4 | Confidential Information used by each of the Group
      Members is kept strictly confidential and each of the Group Members
      operates and fully complies with procedures which maintain such
      confidentiality, which confidentiality has not been breached.                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|9.  | INTELLECTUAL PROPERTY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|9.1 | None of the Group Members is in possession of any
      Business Intellectual Property nor is any Group Member in the process of
      making any application for registration of any Business Intellectual
      Property.                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|9.2 | The carrying on of each of the Group Members' business as
      presently constitute does not require, and has not at any time required,
      any licenses or consents (other than licenses for its incorporation) from
      or the making of royalty or similar payments to any third party and none
      of the Group Members is engaged in any activities which infringe any
      Intellectual Property or other rights belonging to or vested in any third
      party.                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|9.3 | There are no outstanding claims against the Company or
      any other Group Member for infringement of any Intellectual Property used
      (or which has been used) by it and no such claims have been settled by the
      giving of any undertakings which remain in force.                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|9.4 | None of the Group Companies has carried on business under
      any name other than its corporate name.                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|9.5 | No claims or applications have been made against, no
      notifications (including "non-threatening letters") have been received by,
      and no circumstances are known to the Vendor in respect of the business of
      each of the Group Members which (notwithstanding any view taken by the
      Vendor as to the merits of such claim application, notification or
      circumstances) if pursued, granted or acted on would affect the accuracy
      of the Warranties set out in this paragraph.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|10. | COMPUTER SYSTEMS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | None of the Group Members own, directly or indirectly
      control, record, store, maintain, operate or otherwise wholly or
      materially depend on any computer systems.                                                                                                                                                                                                                                                                                                                                 

22

---

|11.    | EMPLOYEES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|11.1   | None of the officers or employees of the Group Members
      has given or received notice terminating his employment or will be
      entitled to give notice as a result of the provisions of this
      agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|11.2   | Full particulars of the terms and conditions of
      employment of all the officers or employees of the Group Members
      (including, without limitation, all remuneration, incentives, bonuses,
      expenses, profit-sharing arrangements and other payments, share option
      schemes and other benefits whatsoever payable) and, where an employee has
      been continuously absent from work for more than one month, the reason for
      the absence, are set out in the Disclosure Letter.                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|11.3   | There is not in existence any contract of employment with
      any director or employee of each of the Group Members (or any contract for
      services with any individual) which cannot be terminated by the Company or
      the relevant Group Member giving three months' notice or less without
      giving rise to the making of a payment in lieu of notice or a claim for
      damages or compensation (other than a statutory redundancy payment or
      statutory compensation for unfair dismissal) or which is in suspension or
      has been terminated but is capable of being revived or enforced or in
      respect of which the Group Member has a continuing obligation.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|11.4   | In relation to each of the present officers or employees
      of each of the Group Members (and so far as relevant to each of its former
      employees), each of the Group Members has:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|11.4.1 | complied with all obligations imposed on it by all
      statutes, regulations and codes of conduct relevant to the relations
      between it and its employees;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|11.4.2 | maintained adequate and suitable records regarding the
      service of each of its employees;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|11.4.3 | complied with all collective agreements and customs and
      practices for the time being dealing with such relations or the conditions
      of service of its employees; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|11.4.4 | complied with all relevant orders and awards made under
      any statute affecting the conditions of service of its
employees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|11.5   | None of the Group Members are involved in any disputes
      and there are no circumstances which may result in any dispute involving
      any of the officers or employees or former employees of the Group Members
      and none of the provisions of this agreement including the identity of the
      Purchaser is likely to lead to any such dispute.                                                                                                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

23

---

|11.6   | There is not outstanding any agreement or arrangement to
      which any of the Group Members is party for profit sharing or for payment
      to any of its officers or employees or former employees of bonuses or for
      incentive payments or other similar matters.                                                                                                                                                                                                                       
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|11.7   | There is no agreement or arrangement between any of the
      Group Members and any of its employees or officers or former employees or
      officers with respect to his employment, his ceasing to be employed or his
      retirement which is not included in the written terms of his employment or
      previous employment.                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|11.8   | Since the Accounts Date, no change has been made in the
      terms of employment by each of the Group Members (other than those
      required by law) of any of the officers or employees of the Group Members
      and none of the Group Members is obliged to increase and has not made
      provision to increase the total annual remuneration payable to its
      officers and employees.                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|11.9   | No trade union, works council, staff association or other
      body representing employees is recognised in any way for bargaining,
      information or consultation purposes in relation to the employees of each
      of the Group Members and there is no agreement or agreements with any such
      representative body in relation to the employees of each of the Group
      Members.                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|11.10  | There is no agreement, arrangement, scheme or obligation
      (whether legal or moral) for the payment of any pensions, allowances, lump
      sums or other like benefits on redundancy, on retirement or on death or
      during periods of sickness or disablement for the benefit of any of the
      officers or employees of each of the Group members or former officers or
      employees or for the benefit of dependants of such persons.                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|11.11  | No amounts due to or in respect of any of the officers or
      employees or former employees of each of the Group Members are in arrears
      or unpaid.                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|11.12  | No monies or benefits other than in respect of
      contractual emoluments are payable to any of the officers or employees of
      each of the Group Members and there is not at present a claim, occurrence
      or state of affairs which may hereafter give rise to a claim against any
      of the Group Members arising out of the employment or termination of
      employment of any employee or former employee for compensation for loss of
      office or employment or otherwise.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|12.    | CONTRACTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|12.1   | There is not outstanding in connection with the business
      of the Company or any other Group Member:                                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|12.1.1 | any agreement or arrangement between any of the Group
      Members and any third party which the execution or performance of this
      agreement will contravene or under which the third party will acquire a
      right of termination or any option as a result of the execution or
      performance of this agreement;                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

24

---

|12.1.2 | any agreement or arrangement between the Company and any
      other company which is a member of the Group;                                                                                                                                                                                                                                                                                                              
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                           
|12.1.3 | any agreement or arrangement entered into by any of the
      Group Members otherwise than by way of bargain at arm's length;                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                           
|12.1.4 | any sale or purchase, option or similar agreement,
      arrangement or obligation affecting any of the assets of the Group Members
      or by which any of the Group Members is bound;                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                           
|12.1.5 | any agreement or contract containing any unusual or
      onerous terms to be observed or performed by the any of the Group Members
      or which the Group Member cannot comply with on time or without undue or
      unusual expenditure of money or effort;                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                           
|12.1.6 | any agreement or contract which is unusual, unprofitable
      (that is to say known to have been likely to result in a loss to the Group
      Member on completion of performance) or of a long-term nature (that is to
      say incapable of performance in accordance with its terms within three
      months after the date on which it was entered into or undertaken);
    or                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                           
|12.1.7 | any agreement or arrangement which involves or may
      involve obligations which by reason of their material nature or magnitude
      ought to be made known to the Purchaser.                                                                                                                                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                                                                           
|12.2   | None of the Group Members nor any party with whom any of
      the Group Members has entered into any agreement or contract is in default
      being a default which would have a material and adverse effect on the
      financial or trading position or prospects of any of the Group Members and
      there are no circumstances likely to give rise to such a
default.                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                           
|12.3   | No breach of contract, event or omission has occurred
      which would entitle any third party to terminate any contract to which any
      of the Group Members is a party or to call in any money before the date on
      which payment of such amount would normally or otherwise be due and none
      of the Group Members has received notice of intention to terminate any of
      such agreements or contracts.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                           
|12.4   | The Vendor has no reason to believe that any customer or
      supplier of any of the Group Members or other person dealing with any of
      the Group Members will refuse to continue to deal with the Group Member or
      the Purchaser or will deal with it on a smaller scale than at present as a
      result of the change of control of the Company to be effected pursuant to
      this agreement.           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                           
|12.5   | The Disclosure Letter contains full details of all
      agreements, arrangements or contracts (whether oral or in writing) made
      between each of the Group Members and any employee or client or customer
      of each of the Group Members other than in the ordinary course of
      business.                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                           
|13.    | TRADING                                                                                                                                                                                                                                                                                                                                                                                                                   

25

---

|13.1 | There is not outstanding any liability or claim against
      the Company nor are there any deficiencies or defects or breaches of
      contract which could result in any claim being made against any of the
      Group Members in relation to any goods or services for which any of the
      Group Members has been or is or may be or become liable or responsible in
      the course of its business and without prejudice to the generality of the
      foregoing no dispute exists between any of the Group Members and any
      customer, client or supplier of such goods or services nor are there any
      circumstances which are believed likely to give rise to any such
      dispute.                                                            
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|13.2 | None of the Group Members is restricted by contract from
      carrying on any activity in any part of the world.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|13.3 | Other than in the ordinary course of business, no offer,
      tender or the like is outstanding which is capable of being converted into
      an obligation of any of the Group Members by an acceptance or other act of
      some other person.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|14.  | BORROWINGS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | Except as disclosed in the Accounts and the Disclosure
      Letter, none of the Group Companies has outstanding:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|14.1 | any borrowing or indebtedness in the nature of borrowing
      including any bank overdrafts, liabilities under acceptances (otherwise
      than in respect of normal trade bills) and acceptance credits other than
      borrowing or indebtedness arising in the ordinary course of
    business;                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|14.2 | any guarantee, indemnity or undertaking (whether or not
      legally binding) to procure the solvency of any person or any similar
      obligation; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|14.3 | any Encumbrance or any obligation (including a
      conditional obligation) to create an Encumbrance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|15.  | LITIGATION, OFFENCES AND COMPLIANCE WITH
      STATUTES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|15.1 | None of the Group Members nor any person for whose acts
      or defaults the Group Members may be vicariously liable is claimant,
      defendant or otherwise a party to any litigation, arbitration or
      administrative proceedings which are in progress or are threatened or
      pending by or against or concerning each of the Group Members or any of
      its assets; none of the Group Members is being prosecuted for any criminal
      offence and no governmental or official investigation or inquiry
      concerning the business or officers of the Group Members or any of its
      assets is in progress or pending and there are no circumstances which are
      likely to give rise to any such proceedings, investigation or
    inquiry.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|15.2 | None of the Group Members nor any of its officers, agents
      or employees (during the course of their duties in relation to the
      business of the Group Members) has committed or omitted to do any act or
      thing the commission or omission of which is or could be in
      contravention of any statutory obligation or any other applicable law
      giving rise to any fine, penalty, default proceedings or other liability
      in relation to the business or officers of the Group Members or any of its
      assets or any judgment or decision which would materially affect the
      financial or trading position or prospects of any of the Group
    Members.                                                                             

26

---

|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|15.3   | The Shares were not purchased or subscribed for by the
      Vendor with funds derived from criminal proceeds or sources that are in
      violation of applicable laws.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|15.4   | To the best of the Vendor's knowledge, information and
      belief:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|15.4.1 | none of the assets owned by any of the Group Members has
      been acquired with monies representing the proceeds of crime;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|15.4.2 | None of the Group Members has at any time received monies
      representing criminal proceeds.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|16.    | SUBSIDIARIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | None of the Group Members has since its incorporation had
      any subsidiary or subsidiary undertaking apart from the Dongfang Hualian
      and none of the Group Members is the legal or beneficial owner of any
      shares of any other company save as contemplated in this
  agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|17.    | ADMINISTRATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|17.1   | Every document required by any applicable legislation to
      be filed with any appropriate regulatory bodies has been duly filed and
      compliance has been and is being made by each of the Group Members with
      any applicable legislation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|17.2   | The copy of the constitution documents of each of the
      Group Members annexed to the Disclosure Letter is accurate and complete in
      all respects, includes copies of all resolutions and documents required to
      be incorporated in the constitutional documents of each of the Group
      Members and fully sets out all rights attaching to each class of the share
      capital of the Group Members and the register of members and other
      statutory books of each of the Group Members have been properly kept and
      contain a true, accurate and complete record of all the matters which
      should be dealt with in the constitutional documents of the Group Members
      and no notice or allegation that any of the same is incorrect or should be
      rectified has been received.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|17.3   | Each of the Group Members was incorporated in accordance
      with its constitutional documents and is validly existing and is entitled
      to carry on the business now carried on by it.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|17.4   | All legal requirements in connection with the formation
      and conduct of the each of the Group Members have been
  observed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

27

---

|17.5   | All special resolutions passed by each of the Group
      Members have been Disclosed.                                                                                                                                                                                                                                                                                                                         
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                
|17.6   | The Group Members have not at any time carried on any
      business other than the business carried on at the date hereof.                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                
|17.7   | None of the Group Members have given any power of
      attorney or any other authority (express, implied or ostensible) which is
      still outstanding or effective to any person to enter into any contract or
      commitment or do anything on its behalf (other than any authority of
      directors or employees to enter into routine trading contracts in the
      normal course of their duties).
|       |                                                                                                                                                                                                                                                                                                                                                                                                                
|18.    | INSOLVENCY                                                                                                                                                                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                
|18.1   | No resolution has been passed nor meeting called to
      consider such resolution, no petition has been presented and no order has
      been made for the winding up of or for the appointment of a provisional
      liquidator to any of the Group Members.                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                                
|18.2   | No petition has been presented and no application has
      been made to court for an administration order in respect of any of the
      Group Members and no notice of an intention to appoint an administrator of
      any of the Group Members has been given or filed.                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                
|18.3   | No liquidator, administrator, receiver, receiver and
      manager, administrative receiver or similar officer has been appointed in
      relation to any of the Group Members or in relation to the whole or any
      part of its assets, rights or revenues.                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                
|18.4   | In relation to each of the Group Members:                                                                                                                                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                
|18.4.1 | no scheme for the benefit of creditors has been proposed
      or implemented, whether or not under the protection of the court and
      whether or not involving a reorganization or rescheduling of debt;
    and                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                
|18.4.2 | no proceedings have been commenced under any law,
      regulation or procedure relating to the reconstruction or adjustment of
      debts.                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                
|18.5   | None of the Group Members has stopped or suspended
      payment of its debts, and none of the Group Members is unable or capable
      of being deemed unable to pay its debts.                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                
|18.6   | No distress, execution or other process has been levied
      on an asset of any of the Group Members and no unsatisfied judgment, order
      or award is outstanding against any of the Group Members.                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                
|18.7   | No action has been or is being taken by
any relevant authority to strike the Group Members off the appropriate register
under the applicable laws (if any) in their respective places of incorporation.                                                                                                                                                                                                        

28

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|**19.** | MONEY LAUNDERING LAWS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        | The operations of Company are and have been conducted at
      all times in compliance with applicable financial record-keeping and
      reporting requirements of the money laundering statutes of all U.S. and
      non- U.S. jurisdictions, the rules and regulations thereunder and any
      related or similar rules, regulations or guidelines, issued, administered
      or enforced by any governmental body (collectively, the Money Laundering
      Laws) and no proceeding involving Company or any of the Group Members
      with respect to the Money Laundering Laws is pending or, to the knowledge
      of the Group Members, threatened.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|**20.** | SECURITIES REPRESENTATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        | The Vendor (together, the Shareholders) understands,
      acknowledges and agrees that the offering and sale of the shares of TMK
      hereunder (the Acquisition Shares) to the Shareholders in accordance
      with this Agreement has not been registered under the Securities Act or
      under any state securities laws or regulations and that the Acquisition
      Shares are being offered and sold to it in reliance on an exemption from
      the registration requirements of United States federal and state
      securities laws under Regulation S promulgated under the Securities Act
      and that TMK is relying upon the truth and accuracy of the
      representations, warranties, agreements, acknowledgments and
      understandings of each of the Shareholders set forth herein in order to
      determine the applicability of such exemptions and the suitability of such
      Shareholders to acquire the Acquisition Shares. In this regard, each of
      the Shareholders represents and warrants as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|20.1    | None of the Shareholders is a U.S. Person (as defined
      below) or an affiliate (as defined in Rule 501(b) under the Securities
      Act) of TMK. A U.S. Person means any one of the following: (1) any natural
      person resident in the United States of America; (2) any partnership or
      corporation organized or incorporated under the laws of the United States
      of America; (3) any estate of which any executor or administrator is a
      U.S. person; (4) any trust of which any trustee is a U.S. person; (5) any
      agency or branch of a foreign entity located in the United States of
      America; (6) any non−discretionary account or similar account (other than
      an estate or trust) held by a dealer or other fiduciary for the benefit or
      account of a U.S. person; (7) any discretionary account or similar account
      (other than an estate or trust) held by a dealer or other fiduciary
      organized, incorporated or (if an individual) resident in the United
      States of America; and (8) any partnership or corporation if: (a)
      organized or incorporated under the laws of any foreign jurisdiction; and
      (b) formed by a U.S. person principally for the purpose of investing in
      securities not registered under the Securities Act, unless it is organized
      or incorporated, and owned, by accredited investors (as defined in Rule
      501(a) under the Securities Act) who are not natural persons, estates or
      trusts.
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|20.2    | At the time of the origination of contact concerning this
      Agreement and the date of the execution and delivery of this Agreement,
      each of the Shareholders was outside of the United States.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|20.3    | Each of the Shareholders will not, during the period
      commencing on the date of issuance of the Acquisition Shares and ending on
      the first anniversary of such date, or such shorter period as may be permitted by Regulation S or other applicable securities
      law (the "Restricted Period"), offer, sell, pledge or otherwise transfer
      the Acquisition Shares in the United States, or to a U.S. Person for the
      account or for the benefit of a U.S. Person, or otherwise in a manner that
      is not in compliance with Regulation S. At no time shall a Shareholder
      offer or sell the Acquisition Shares unless they are registered under the
      Securities Act or are exempt from the registration requirements of the
      Securities Act and any applicable state or foreign securities laws or
      regulations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

29

---

|20.4 | Each of the Shareholders will offer, sell, pledge or
      otherwise transfer the Acquisition Shares only pursuant to registration
      under the Securities Act or an available exemption therein and, in
      accordance with all applicable state and foreign securities
laws.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|20.5 | Each of the Shareholders has not in the United States,
      engaged in, and will not directly or indirectly engage in, any short
      selling of or any hedging or similar transaction with respect to the
      Acquisition Shares, including without limitation, any put, call or other
      option transaction, option writing or equity swap.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|20.6 | Neither the Shareholder nor or any person acting on its
      behalf has engaged, nor will engage, in any directed selling efforts to a
      U.S. Person with respect to the Acquisition Shares and the Shareholder and
      any person acting on its behalf have complied and will comply with the
      "offering restrictions" requirements of Regulation S under the Securities
      Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|20.7 | The transactions contemplated by this contract have not
      been prearranged with a buyer located in the United States or with a U.S.
      Person, and are not part of a plan or scheme to evade the registration
      requirements of the Securities Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|20.8 | Neither the Shareholder nor any person acting on its
      behalf has undertaken or carried out any activity for the purpose of, or
      that could reasonably be expected to have the effect of, conditioning the
      market in the United States, its territories or possessions, for any of
      the Acquisition Shares. Each of the Shareholder agrees not to cause any
      advertisement of the Acquisition Shares to be published in any newspaper
      or periodical or posted in any public place and not to issue any circular
      relating to the Acquisition Shares, except such advertisements that
      include the statements required by Regulation S under the Securities Act,
      and only offshore and not in the U.S. or its territories, and only in
      compliance with any local applicable securities
laws.

30

---

SCHEDULE 3

Completion

|1.    | The Vendor must perform and deliver or procure to be
      delivered to the Purchaser the following:                                                                                                                                                                                                                                                                                                                                           
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                
|1.1   | The Vendor will procure that a meeting of the board of
      directors and the members of the Company is convened and held on or before
      the Completion Date, for the purpose of passing the following resolutions
      in each case to the extent necessary and appropriate:                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                
|1.1.1 | To approve and give effect to the transfer of the Shares
      from the Vendor to the Purchaser pursuant to this agreement;                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                
|1.1.2 | To approve the entry of the Purchaser's name in the
      register of members of the Company as the holder of the Shares;                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                
|1.1.3 | To appoint such directors as nominated by the
      Purchaser;                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                
|1.1.4 | To approve the amendment of any authorized signatories of
      the Company, including bank authorized signatories as nominated by the
      Purchaser, and                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                
|1.1.5 | To deal with and resolve upon such other matters as the
      Purchaser may reasonably require for the purposes of completing the sale
      and purchase hereunder.                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                
|1.2   | the business license of Dongfang Hualian showing that the
      Company is the sole shareholder of Dongfang Hualian;                                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                
|1.3   | instruments of transfers in respect of the Shares duly
      executed by their registered holders in favor of the Purchaser and bought
      and sold notes, in a form complying with the Stamp Duty Ordinance of the
      Laws of Hong Kong, duly executed by the beneficial owner of the Shares in
      favor of the Purchaser;                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                
|1.4   | if so required by the Purchaser, a letter issued by the
      Vendor to the secretary of the Company advising of the transfer of the
      Shares under this agreement and instructing the secretary of the Company
      to update the copy of the share register of the Company kept at the
      registered office of the Company and that as from Completion the Purchaser
      shall be the client of record with respect to the Company;
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                
|1.5   | the duly endorsed share certificate for the Shares in the
      name of the Vendor;                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                
|1.6   | the resolutions of the shareholders and the directors of
      the Company referenced in paragraph 1.1 above;                                                                                                                                                                                                                                                                                                                                  

31

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|1.7  | letters of resignations of directors of the Company, such
      letters of resignation to be in any usual form and in each case
      acknowledging that such persons have no outstanding claim against the
      relevant Group Member, whether for compensation for loss of office or
      otherwise howsoever arising;                                                                                                     
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                
|1.8  | all certificates of incorporation and certificates of
      incorporation on change of name for the Company and the other Group
      Members and all Business Registration Certificates or Business Licenses
      for the Company and the other Group Members, together with all approvals,
      permits, certificates and licenses issued in relation to the Company and
      the other Group Members;                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                
|1.9  | the common seal, company chops finance chops and
      statutory books (including minute books, register of members, register of
      directors and secretaries and register of charges, if any) and books of
      account of the Company and the other Group Members made up to the
      Completion Date, and title deeds and any other documents of title to or
      with respect to any properties of any Group Members;
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                
|1.10 | copies of all bank mandates given by the Company and/or
      any of the other Group Members and forms of cancellation of such bank
      mandates duly executed;                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                
|1.11 | alteration of all bank authorized signatories to the such
      persons as nominated by the Purchaser;                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                
|1.12 | bank statements dated not earlier than two Business Days
      before Completion for all bank accounts of the Company and the other Group
      Members together with cash book balances of the Company and the other
      Group Members as at Completion and reconciliation statements reconciling
      such balances with the bank statements;                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                
|1.13 | all cheque books in the possession of or under the
      control of the Company and any of the other Group Members;                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                
|1.14 | all credit cards in the name of or for the account of the
      Company and/or any of the other Group Members in the possession of any
      person resigning from his office or employment on Completion;                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                
|1.15 | a letter from any relevant banks and duly executed
      deeds of release evidencing the release and discharge                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | of all guarantees and charges of the Company and the
      other Group Members to such banks;                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                
|1.16 | all current insurance policies;                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                
|1.17 | such waivers, consents or other documents as the
      Purchaser may require to enable the full registered and beneficial
      ownership of the Shares to vest in the Purchaser or to enable the
      Purchaser or its nominees to be registered as holders of the
  Shares;                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                
|1.18 | a Certificate of Incumbency in relation to the
      Company to the satisfaction of the Purchaser;                                                                                                                                                                                                                                                                                                                             

32

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|1.19 | such other documents and things as the Purchaser may
      properly and reasonably request to implement this
  transaction.
|---- | ---------------------------------------------------------------------------------------------------------------------------

33

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SCHEDULE 4

Operation of the Company pending Completion

The Vendor covenants with the Purchaser
that, in the period from the date of this agreement to Completion, it will
procure that the Company and each of the other Group Members must (unless the
Purchaser otherwise agrees in writing):

|1.  | continue its business in the ordinary and usual course
      and so as to maintain the same as a going concern;                                                                                                                                                                                                                                                                          
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                          
|2.  | not dispose of or agree to dispose of or acquire or agree
      to acquire any assets or stock (other than in the normal course of
      business) or assume or incur or agree to assume or incur a liability,
      obligation or expense (actual or contingent) except in the usual course of
      its business;                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                          
|3.  | not merge or amalgamate or agree to merge or amalgamate
      its business with any other company;                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                          
|4.  | not enter into any scheme or arrangement with
      creditors;                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                          
|5.  | not enter into any contract, transaction or arrangement
      with the Vendor;                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                          
|6.  | not pass any shareholders' resolution;                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                          
|7.  | not create, allot, issue, acquire, redeem or repay any
      share or loan capital or agree, arrange or undertake to do any of those
      things or acquire or agree to acquire shares or any other interest in any
      other company;                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                          
|8.  | not enter into any long-term contract or any contract or
      arrangement involving expenditure or liabilities other than in the
      ordinary course of business;                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                          
|9.  | not make any capital commitment or approve or make any
      capital expenditure in excess of this amount and/or before the time
      provided in the relevant budget;                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                          
|10. | not amend or terminate any agreement, arrangement or
      obligation to which it is a party;                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                          
|11. | not engage in any transaction except on an arm's-length
      basis in the ordinary course of business;                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                          
|12. | not increase or agree to increase the remuneration
      (including, without limitation, salary, bonuses, commissions, profits in
      kind and pension contributions) of any of its directors or employees or
      vary the terms of employment of or dismiss any employee or engage any new
      employee or agree to provide any gratuitous payment or benefit to any
      person;

34

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|13. | not amend or discontinue the employee benefits as
      currently available or communicate to any employee any plan, proposal or
      intention to amend, discontinue or exercise any discretion in relation to
      any such schemes;                                               
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                        
|14. | not alter or agree to alter the terms of any existing
      borrowing facilities or arrange additional borrowing facilities;                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                        
|15. | not create or agree to create any Encumbrance over any of
      its assets or make any loans or enter into any guarantee or stand surety
      for the obligations of any third party;                                                                                                 
|    |                                                                                                                                                                                                                                                                                        
|16. | not grant any credit except normal trade credit given in
      the ordinary course of business;                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                        
|17. | not declare, make or pay any dividend or other
      distribution;                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                        
|18. | not change its accounting reference date;                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                        
|19. | not enter into any litigation or arbitration
      proceedings;                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                        
|20. | except in the usual course of its business, not
      compromise, settle, release, discharge or compound litigation or
      arbitration proceedings or a liability, claim, action, demand or dispute,
      or waive a right in relation to litigation or arbitration
    proceedings;
|    |                                                                                                                                                                                                                                                                                        
|21. | conduct its business in all material respects in
      accordance with all applicable legal and administrative requirements in
      any jurisdiction;                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                        
|22. | not cancel or fail to renew by the due date the insurance
      policies in force at the date of this agreement nor do or omit to do
      anything to render such policies void or voidable.                                                                                          

35

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IN WITNESSof which the parties or their duly authorized
representatives have executed this agreement.

|Signed by                               |                    
|--------------------------------------- | -------------------
|For and on behalf of                    |                    
|Leading Asia Pacific Investment Limited | /s/                
|                                        | Name:              
|                                        | Title:             
|                                        |                    
|Signed by                               |                    
|For and on behalf of                    | /s/                
|China TMK Battery Systems Inc.          | Name:              
|                                        | Title:             
|                                        |                    
|                                        |                    
|Signed by                               | /s/                
|For and on behalf of                    | Name:              
|Shenzhen Guangyixin Dianchi Co.         | Title:             
|                                        |                    
|Signed by                               | /s/                
|For and on behalf of                    | Name: Liang Feng   
|Liang Feng                              |                    
|                                        |                    
|Signed by                               | /s/                
|For and on behalf of                    | Name: Zhang Jiaxiao
|Zhang Jiaxiao                           |                    

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