Unassociated Document


     

     

     

    (English
      Translation)

    June
      4, 2007

    


    


    


    


    
      	
            	Transferor:	
              YIU,
                SIU FUNG JEFF

            


    

     

    


    
      	
            	Transferee:	
              CHINA
                SAFETECH HOLDINGS LIMITED 

            


    

    


    


    
      	
            	Party
              C:	
              CHINA
                SECURITY & SURVEILLANCE TECHNOLOGY, INC.  

            


    

     

    
      	 
	
               

              Equity
                Transfer Agreement 

              of
                

              All
                Issued Shares 

              of
                

              ALLIED
                RICH LIMITED 

               

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    This
      Equity Transfer Agreement (the “Agreement”)
      is
      entered into by and among the following parties on June 4, 2007:


    


    
      	
              (1)

            	
              YIU,
                SIU FUNG JEFF
                whose address is Flat B3107, Man Wah House,
                Lok
                Wah Estate,
                Ngau
                Tau Kok,
                Kowloon,
                Hong Kong (the ID Card No. in Hong Kong is K636594(9)) (hereinafter
                referred to as “Transferor”);

            


    

    


    
      	
              (2)

            	
              CHINA
                SAFETECH HOLDINGS LIMITED,
                a
                company incorporated in British Virgin Islands, whose address
                is
                F13, Press Plaza, Shennan Avenue Special Zone, Futian District, Shenzhen
                (hereinafter
                referred to as “Transferee”);

            


    

    


    
      	(3)	
              CHINA
                SECURITY & SURVEILLANCE TECHNOLOGY, INC.,
                a
                company incorporated in Delaware, United States, whose address is
                F13,
                Press Plaza, Shennan Avenue Special Zone, Futian District, Shenzhen
                (hereinafter
                referred to as “Party
                C”);

            


    

    


    The
      Transferor, the Transferee and Party C above shall be individually referred
      to
      as a “Party”
and
      collectively referred to as the “Parties”.

    


    
      
        WHEREAS
          ALLIED
          RICH LIMITED,
          a
          limited liability company legally organized and validly existing under
          the
          Company Ordinance of Hong Kong, whose information is listed as Exhibit
          I
          (hereinafter referred to as “Allied
          Rich”),
          and
          whose all issued shares are beneficially held by the
          Transferor.

      

    

    


    
      	WHEREAS	
              Allied
                Rich invests and acquires Changzhou
                Minking Electronics Co., Ltd.,
                a
                wholly foreign owned company legally organized and validly existing
                under
                the laws of People’s Republic of China, whose information is listed as
                Exhibit III (hereinafter referred to as “Minking”),
                and whose all shares are beneficially held by Allied
                Rich.

            


    

    


    
      
        	WHEREAS	
                The
                  Transferee desires to purchase from the Transferor and the Transferor
                  desires to transfer to the Transferee 100% issued shares of Allied
                  Rich.
                  Upon completion of the transfer under this Agreement, the Transferee
                  shall
                  indirectly and fully acquire 100% shares and control power of
                  Minking.

              


      

    

     

    NOW,
      THEREFORE,
      the
      Parties hereby agree as follows:

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Article
      1 Definitions

    


    
      	1.1	
              Unless
                otherwise defined in this Agreement, the following terms shall have
                the
                meanings indicated as follow:

            


    

    


    
      	
              “Company
                Ordinance”

            	 	
              means
                Chapter 32 Company Ordinance of the laws of Hong Kong;

            
	 	 	 
	
              “Shares
                for Transfer”

            	 	
              means
                10,000 common share of Allied Rich owned by the Transferor to be
                transferred from the Transferor to the Transferee under this Agreement,
                constituting 100% issued and outstanding stock of Allied Rich (for
                details
                please refer to Exhibit II - Part A);

            
	 	 	 
	
              “Share
                Transfer”

            	 	
              means
                100% issued shares of Allied Rich to be transferred from the Transferor
                to
                the Transferee under Article 2.1 hereof;

            
	 	 	 
	
              “Balance”

            	 	
              shall
                have the meaning as provided in Article 3.2.1(2);

            
	 	 	 
	
              “Total
                Transfer Price”

            	 	
              means
                total price paid to the Transferor by the Transferee under Article
                3.1
                hereof;

            
	 	 	 
	
              “Closing
                Date”

            	 	
              June
                4, 2007;

            
	 	 	 
	
              “Accounts
                of Allied Rich”

            	 	
              means
                management and financial statements of Allied Rich as of March 31,
                2007,
                the copies of which are attached as Exhibit A hereof;

            
	 	 	 
	
              “Minking
                Accounts”

            	 	
              means
                management and financial statements of Minking as of March 31, 2007
                the
                copies of which are attached as Exhibit B hereof;

            
	 	 	 
	
              “Business
                Day and Working Hours”

            	 	
              means
                the days when banks in Hong Kong normally provide general bank services
                (excluding Saturday, Sunday and other Hong Kong public holidays)
                and
                general working hours;

            
	 	 	 
	
              “PRC”

            	 	
              means
                People’s Republic of China;

            
	 	 	 
	
              “Hong
                Kong”

            	 	
              means
                Hong Kong Special Administrative Region of PRC;

            
	 	 	 
	
              “HKD”

            	 	
              means
                legal currency of Hong Kong;

            
	 	 	 
	
              “USD”

            	 	
              means
                legal currency of United States;

            
	 	 	 
	
              “RMB”

            	 	
              means
                legal currency of PRC.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	1.2	
              In
                this Agreement:

            


    

    


    
      	 	
              (i)

            	
              Any
                rule or law involved herein shall include any and all amendments,
                supplements or reenactments thereof from time to
                time;

            


    

    


    
      	 	
              (ii)

            	
              Words
                and terms contained in Companies Ordinance shall be interpreted according
                to definitions stipulated in Companies Ordinance except as otherwise
                defined or stated in this Agreement, however, any amendment or change
                to
                Companies Ordinance shall be excluded which is not enforced before
                or on
                the date to execute this Agreement.

            


    

    


    
      	 	
              (iii)

            	
              Single
                word also includes plural meaning; word referred to any gender also
                includes the other gender and neuter, word referred to person also
                includes groups (legal person or non-legal person) and (under every
                circumstance), vice versa;

            


    

    


    
      	 	
              (iv)

            	
              The
                parties, descriptions, exhibits, appendices and terms and conditions
                mentioned herein shall be respectively referred to the parties,
                descriptions, exhibits, appendices and terms and conditions hereof;
                and

            


    

    


    
      	 	
              (v)

            	
              The
                headings and table of contents in this Agreement are provided for
                reference only and will not affect its construction or
                interpretation.

            


    

     

    Article
      2 Share Transfer

    


    
      	2.1	
              According
                to the provisions in this Agreement, the Transferor, as the beneficial
                owner of all issued and outstanding shares of Allied Rich (for more
                details please refer to Part A, Exhibit II), will transfer such Shares
                for
                Transfer to the Transferee (for more details please refer to Part
                B,
                Exhibit II). After such transfer, the Transferee will own 100% issued
                and
                outstanding shares of Allied Rich.

            


    

    


    
      	2.2	
              Upon
                the completion of transaction hereunder, Shares for Transfer shall
                be free
                and clear of any mortgage, lien or property encumbrances of any form,
                and
                Shares for Transfer shall be transferred with all rights attached
                or
                accumulated thereto, including all dividends and profits accumulated
                and
                distributed from the completion date and the investment in Minking
                by
                Allied Rich. 

            


    

     

    Article
      3 Transfer Price

    


    
      	3.1	
              Transfer
                Price

            


    

    


    The
      Transferor and the Transferee agree, the Transferor shall transfer to the
      Transferee Shares for Transfer. In return, the Transferee shall pay to the
      Transferor the Total Transfer Price of RMB 200,000,000, consisting of RMB
      100,000,000 in cash and the OTCBB listed shares of Party C with the value of
      RMB
      100,000,000.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	3.2	
              Method
                of Payment

            


    

    


    
      	
            	3.2.1	
              The
                Transferee shall pay the Total Transfer Price to the Transferor as
                follows:

            


    

    


    
      	
            	(1)	
              The
                Transferee has paid to the Transferor USD3,952,555
                before the Closing Date. 

            


    

    


    
      	
            	(2)	
              The
                Transferee shall pay the remaining price of USD8,900,915 (“Balance”)
                upon the execution of this
                Agreement.

            


    

    


    
      	
            	(3)	
              The
                Transferee (through its parent company, Party C) shall issue restricted
                shares equal to RMB100,000,000
                to the
                Transferor or its designees within
                ninety days after the execution date of this Agreement, and the share
                value shall be calculated based
                on the average of the closing price of Party C’s common stock on the OTCBB
                for the 20 trading days prior to January 29, 2007 (USD13.27/share),
                which means that the Transferee shall issue 968,611 shares to the
                Transferor. The Transferor shall pledge certain shares to the Transferee
                as provided under Article 5.2
                hereof.

            


    

    


    
      	
            	3.2.2	
              The
                Transferee shall remit the Balance to the bank accounts designated
                by the
                Transferor, the information of which will be provided
                otherwise.

            


    

     

    
      	3.3	
              Exchange
                Rate

            


    

    


    Cash
      of
      the total transfer price shall be paid by the Transferee to the Transferor
      in
      USD. Exchange Rate of RMB against USD shall be 1:7.78.

    


    Article
      4 Closing

    


    
      	4.1	
              The
                Share Transfer shall be completed on the Closing Date at the place
                stipulated by both parties in accordance with Exhibit
                V.

            


    

    


    
      
        
          	4.2	
                  Terms
                    and conditions to be performed hereof shall remain in force after
                    the
                    Closing Date.

                


        

      

    

    


    
      	4.3	
              From
                the Closing Date, debts and credits and all risks of Allied Rich
                and
                Minking shall be promptly borne by the Transferee (except otherwise
                undertaken by the Transferor in Exhibit
                IV).

            


    

    


    
      	4.4	
              From
                the Closing Date, the Transferee shall have the right to consolidate
                profits of Allied Rich and Minking with the Transferee group. At
                the
                meantime, the Transferee shall have the right to appoint manager
                or
                financial person, or authorize to appoint existing personnel of Allied
                Rich and Minking to take charge of management and operation of Allied
                Rich
                and Minking as well as all files, materials, financial documents
                and so
                on. The Transferor shall not enjoy any shareholder right and/or interest
                of Allied Rich and Minking from the Closing Date because of such
                Share
                Transfer, provided
                however,
                the Transferor shall be liable for all obligations that are required
                to be
                borne by the Transferor under applicable laws and this
                Agreement.

            


    

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    Article
      5 Warrants, Representations and Covenants of the
      Transferor

    


    
      	5.1	
              In
                addition to the information disclosed in this Agreement, the Transferor
                warrants, represents and covenants to the Transferee under terms
                and
                conditions stipulated in Exhibit IV, which also constitute the base
                for
                the Transferee to accept the Shares for
                Transfer.

            


    

    


    
      	5.2	
              The
                Transferor covenants to the Transferee that the profits after tax
                in 2007
                audited by US Auditors shall reach three levels: RMB20,000,000,
                RMB22,500,000 and RMB25,000,000. If profits after tax reach RMB20,000,000,
                the Transferee shall release pledged shares equivalent to USD1,100,000
                to
                the Transferor
                or its designee;
                if Minking reaches profits after tax of RMB22,500,000, the Transferee
                shall release pledged shares equivalent to USD2,200,000 to the Transferor
                or its designee; and if Minking reaches profits after tax of
                RMB25,000,000, the Transferee shall release pledge shares equivalent
                to
                USD3,213,368 to the Transferor or its designee. The Transferor also
                covenants to the Transferee that Minking’s profits after tax in 2008 which
                are audited by US Auditors shall reach three levels: RMB30,000,000,
                RMB32,500,000, and RMB35,000,000. If Minking reaches profits after
                tax of
                RMB30,000,000, the Transferee shall release pledged shares equivalent
                to
                USD1,100,000 to the Transferor or its designee; if Minking reaches
                profits
                after tax of RMB32,500,000, the Transferee shall release pledged
                shares
                equivalent to USD22,000,000 to the Transferor or its designee; and
                if
                Minking reaches profits after tax of RMB35,000,000, the Transferee
                shall
                release pledged shares equivalent to USD3,213,367 to the Transferor
                or its
                designee.

            


    

     

    Article
      6 Warrants, Representations and Covenants of the Transferee and Party
      C

    


    
      	6.1	
              The
                Transferee covenants to keep the organization structure of Allied
                Rich and
                Minking after the Share Transfer, expand its brand influence, fully
                support business development of Allied Rich and Minking. The Transferee
                shall also provide financial support as required by business based
                on the
                real situation according to relevant laws and
                regulations.

            


    

    


    
      	6.2	
              The
                Transferee covenants that existing employees of Allied Rich and Minking
                shall remain employed given that they are willing to stay and their
                stay
                will not impede development of companies after Share Transfer; arrangement
                of senior management and technical staff and the operation rights
                and
                benefits of such persons shall be governed by separate agreements
                to be
                entered after the Share Transfer. In addition, the Transferee covenants
                that benefits of such persons shall not be lower than their previous
                benefits.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	6.3	
              The
                Transferee shall provide appropriate operation funds to Allied Rich
                and
                Minking in order to support the Transferor to realize profits after
                tax
                for 2007 and 2008, dates and amounts of providing such funds shall
                be
                otherwise stipulated.

            


    

    


    
      
        
          	6.4	
                  Party
                    C shall file relevant reports with the U.S. Securities and Exchange
                    Committee (“SEC”) according to law and issue shares to the Transferor
                    under Article 3.2.1(3) hereof after the execution of this
                    Agreement.

                


        

      

    

     

    Article
      7 Governing Law

    


    This
      Agreement shall be governed and construed by rules and laws of Hong
      Kong.

     

    Article
      8 Settlement of Disputes and Agent of Receiving Legal Procedure
      Documents

    


    
      	8.1	
              Any
                dispute arising out of or relating to this Agreement, shall be settled
                by
                friendly negotiation and discussion. If no agreement is reached through
                friendly negotiation and discussion, such dispute shall be finally
                arbitrated by Hong Kong International Arbitration Center(HKIAC) in
                accordance with HKIAC Arbitration Rules then in effect. Unless otherwise
                provided in the arbitration rules of HKIAC then in effect, the arbitration
                shall be the sole and exclusive method and procedure of any dispute
                arising out of or relating to this
                Agreement.

            


    

    


    
      	8.2	
              The
                Parties to this Agreement agree that unless not permitted by the
                applicable laws and rules, the arbitration terms hereto shall be
                interpreted as and constitute the currently effective arbitration
                agreement in writing with legal effect, and shall be granted with
                such
                effect. The Parties to this Agreement hereby expressly waive any
                right of
                possibly requested local administrative, judicial or alternative
                dispute
                settlement methods, as the conditions of any settlement procedure
                which
                arising out of this Agreement.

            


    

    


    
      	8.3	
              The
                Parties to this Agreement expressly represent that the award made
                according to Article 8 hereof shall be final award binding upon the
                Parties. In addition, the Parties to this Agreement hereby waive
                the right
                to appeal the award made according to Article 8 hereof. The Article
                8
                shall constitute the most comprehensive exclusive agreement to the
                extent
                permitted by the applicable laws.

            


    

    


    
      	8.4	(1) 	
              The
                Transferee irrevocably entrusts BOYU ENTERPRISE CONSULTING CO., LIMITED,
                whose address is Unit B1, 9/F, Loyong Court Commercial Building,
                212-220
                Lockhart Road, Wanchai, Hong Kong (“Agent”),
                to receive legal procedure documents and to be on behalf of the Transferee
                to receive claims arising out of or relevant to the Agreement or
                the legal
                procedures in Hong Kong (including but not limited to, claims for
                reimbursement, summons, arbitration application and arbitration award)
                (“Legal Procedure Documents”).

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
            	(2)	
              Transferee
                undertakes to consecutively entrust the Agent as the agent of receiving
                Legal Procedure Documents, in order to on behalf of the Transferee
                receive
                Legal Procedure Documents in Hong Kong and immediately notify the
                Transferor in writing if the Agent or its address is
                modified.

            


    

    


    
      	
            	(3)	
              The
                Transferee agrees and confirms that Legal Procedure Documents which
                have
                been sent to its Agent shall be deemed as having been sent to any
                Transferee.

            


    

    


    Article
      9 Liabilities for Breach of Contract

    


    
      	9.1	
              If
                any statement or warrants made by any Party in this Agreement is
                untrue or
                false, it shall be deemed as breach of contract by the
                Party.

            


    

    


    
      	9.2	
              Any
                Party to this Agreement changes minds on purpose and cause the failure
                of
                the share transfer, it shall be deemed as breach of contract by the
                Party.

            


    

    


    
      	9.3	
              The
                breaching party shall, in addition to performance of other obligations
                under this Agreement, compensate the observant party all losses,
                damages,
                expenses suffered by the observant party due to breach of contract
                caused
                by breaching party.

            


    

    


    
      	9.4	
              If
                the Transferor changes minds on purpose and cause that the shares
                cannot
                be transferred to the Transferee or the shares is forfeited after
                transfer, the Transferee shall have the right to terminate the Agreement,
                and The Transferor shall return the share transfer price or the shares
                and
                assume liabilities under Article 9.3 of this
                Agreement.

            


    

    
    

     

    Article
      10 Force Majeure and Change of Circumstances

    


    
      	10.1	
              If
                any Party to this Agreement cannot perform any part or all of the
                terms
                hereto directly or indirectly because of events such as fire, flood,
                earthquake or other unforeseeable, unavoidable and/or uncontrollable
                events, the Party shall be exempted from liabilities to the extent
                as
                affected by force majeure.

            


    

    


    
      	10.2	
              If
                any Party or Parties lose(s) its/their interests under this Agreement
                because of legislation, or administration order or specific administration
                act of government, any Party shall have the right to terminate this
                Agreement and to restore to the conditions before the execution of
                this
                Agreement.

            


    

    


    
      	10.3	
              Any
                Party affected by force majeure shall deliver the other Party the
                written
                notice regarding the occurrence of force majeure within 12 days after
                the
                occurrence of the force majeure
                event.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	10.4	
              After
                the occurrence of force majeure event, the Parties to this Agreement
                shall
                immediately consultant and decide whether to delay the performance
                of this
                Agreement to a day in the future agreed by the Parties or to terminate
                this Agreement.

            


    

    


    
      	10.5	
              If
                any Party delays or unable to perform all or part of the terms of
                this
                Agreement for more than 30 days as a result of force majeure, the
                other
                Party shall have the right to rescind this Agreement, and the Parties
                shall take all necessary actions to restore the rights and obligations
                of
                all parties to their respective original
                positions.

            


    

    
    

    Article
      11 Miscellaneous

    


    
      	11.1	
              This
                Agreement and its involved relevant documents constitute the full
                understanding of the Parties regarding the share transfer, and replace
                any
                previous intention, expression and understanding of the
                Parties.

            


    

    


    
      	11.2	
              If
                any term of this Agreement is regarded as illegal, invalid or
                unenforceable at any time, the validity, effectiveness and enforceability
                of other terms of this Agreement shall not affected or impaired in
                any way
                and shall remain the full validity.

            


    

    


    
      	11.3	
              This
                Agreement shall bind the Parties and their respective successors
                and
                assignees. The interests of this Agreement shall be assigned to the
                Parties hereto and their respective successors and assignees. Without
                the
                permission of the Parties in writing, any Party shall not amend,
                modify or
                revise this Agreement.

            


    

    


    
      	11.4	
              This
                Agreement shall be effective upon
                signing.

            


    

    


    
      	11.5	
              Without
                the permission of the Parties in writing (the relevant permission
                shall
                not be withheld without reasonable reasons), the Parties hereto shall
                not
                transfer any rights or obligations under this
                Agreement.

            


    

    


    
      	11.6	
              The
                Parties agree to bear all the cost and expense in respect of the
                negotiation, preparation, execution and performance of the Agreement
                and
                the taxes arising from the transfer of Shares for Transfer. The stamp
                tax
                and all other tax and expenses arising out of the transfer of Shares
                for
                Transfer (including but not limited to, arising out of in China or
                in any
                other areas), shall be borne and paid by the
                Transferor.

            


    

    


    
      	11.7	
              Unless
                provided and required by laws, regulations, order or judgments by
                the
                competent authorities or courts (including, but not limited to, applicable
                regulation of security exchanges), without the previous permission
                of the
                other Party in writing (the relevant permission shall not be withheld
                without reasonable reasons), any Party shall not make or distribute
                any
                related press statement or
                announcement.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	11.8	
              Without
                the prior permission of the other Party in writing, any Party shall
                not
                disclose the Agreement or any content or material in connection with
                any
                transaction of this Agreement, excluding the following
                disclosure:

            


    

    


    
      	 	
              (1)

            	
              the
                disclosure is made according to the provisions of applicable laws,
                regulations and rules (including, but not limited to, regulations
                of
                security exchanges) or requirements of relevant government authorities
                or
                supervision authorities, or court
                orders;

            


    

    


    
      	 	
              (2)

            	
              the
                disclosure is made to Allied Rich, Minking, or its higher competent
                authorities or approval and examination authorities, or to contacted
                bank
                or professional consultant of the disclosing
                Party;

            


    

    


    
      	 	
              (3)

            	
              the
                disclosure is made by the Transferor to the company of its company
                group
                or senior management thereof.

            


    

    


    
      	11.9	
              If
                any term of this Agreement is or becomes illegal, invalid or unenforceable
                at any time in any respect, other terms of this Agreement shall not
                be
                affected or impaired.

            


    

    


    
      	11.10	
              Any
                notice required to be sent under this Agreement shall be sent in
                writing.
                The notice shall be delivered to the following address or fax number
                or
                other address or fax number that the recipient designates according
                to
                this Agreement:

            


    

    

      
        	
                (1)

              	
                Transferor:

              	
                YIU,
                  SIU FUNG JEFF

              
	 	
                Address:

              	
                Flat
                  B3107, Man Wah House,
                  Lok
                  Wah Estate,
                  Ngau
                  Tau Kok,
                  Kowloon,
                  Hong Kong

              
	 	
                Telephone:

              	
                (852)
                  2116 1199

              
	 	
                Fax:

              	
                (852)
                  2116 1232

              
	 	 	 
	
                (2)

              	
                Transferee:

              	
                CHINA
                  SAFETECH HOLDINGS LIMITED

              
	 	
                Address:

              	
                Floor
                  13, Press Plaza, Shennan Avenue Special Zone, Futian District,
                  Shenzhen

              
	 	
                Telephone:

              	
                (86-755)
                  8351 0888

              
	 	
                Fax:

              	
                (86-755)
                  8351 0815

              
	 	 	 
	
                (3)

              	
                Party
                  C:

              	
                CHINA
                  SECURITY & SURVEILLANCE TECHNOLOGY, INC.

              
	 	
                Address:

              	
                Floor
                  13, Press Plaza, Shennan Avenue Special Zone, Futian District,
                  Shenzhen

              
	 	
                Telephone:

              	
                (86-755)
                  8351 0888

              
	 	
                
                  Fax:

                

              	
                (86-755)
                  8351 0815

              


      



    
      	11.11	
              Any
                notice can be sent by mail with postage pre-paid, personal delivery,
                courier with good reputation or by facsimile, and shall be deemed
                as
                delivered at the following time:

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	
            	(1)	
              two
                days (seven days if sending by airmail with postage prepaid) after
                post
                (the date of postmark is the posting date) for those sent by mail
                with
                postage prepaid;

            


    

    


    
      	
            	(2)	
              the
                next business day for those sent by
                fax;

            


    

    


    
      	
            	(3)	
              the
                receiving time for those sent by courier or personal
                delivery.

            


    

    


    Any
      notice to the Transferee, when properly delivered to any Transferee, shall
      be
      regarded as delivered to the other Transferee.

    


    
      	11.12	
              This
                Agreement shall be written in Chinese in three copies with each Party
                holding one copy.

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      this
      Agreement has been executed by the Parties on the date first above written
      and
      the Parties confirm that the Parties have carefully reviewed and fully
      understand all the provisions of the Agreement.

    


    
      	
              The
                Transferor

              YIU,
                SIU FUNG JEFF

            
	
              Signature
                :
                /s/
                YIU, SIU FUNG JEFF

            
	
              Place
                of Signature :
                Shenzhen

            


    

     

    Witness
      :
      PENG
      Yaoguang

    


    The
      Transferee

    


    
      	
              TU
                Guoshen
                for and on behalf of

              CHINA
                SAFETECH HOLDINGS LIMITED 

            
	
              Signature
                : /s/
                Tu Guoshen

            
	
              Place
                of Signature :
                Shenzhen

            


    

     

    Witness :
      LUO
      Ganqi

     

    
      	
              Party
                C

              To
                execute, chop and deliver

              TU
                Guoshen
                for and on behalf of

              CHINA
                SECURITY & SURVEILLANCE TECHNOLOGY, INC.

            
	
              Signature
                : /s/
                Tu Guoshen

            
	
              Place
                of Signature :
                Shenzhen

            
	 
	
              Witness
                :
                LUO
                Ganqi

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    Exhibit
      I

    


    Information
      of Allied Rich


     

    
      	Name
              in English :	
              ALLIED
                RICH INVESTMENT LIMITED

            


    

    


    
      	Place
              of Registration :	
              Hong
                Kong

            


    

    


    
      	Registered
              Address :	
              Unit
                B1, 9/F, Loyong Court Commercial Building, 212-220 Lockhart Road,
                Wanchai,
                Hong Kong

            


    

    


    
      	Date
              of Registration and Establishment :	
              February
                23, 2007

            


    

    


    
      	Company
              Form :	
              Limited
                Liability Company

            


    

    


    
      	Director
              :	
              YIU,
                SIU FUNG JEFF

            


    

    


    
      	Company
              Secretary :	
              JPS
                CONSULTING LIMITED

            


    

    


    
      	Shares
              : Legally :	
              HKD10,000,
                divided into 10,000 shares with face value of HKD1.00 per share
                

            


    

     

    
      	Issued
              and fully paid : 	
              HKD10,000,
                divided into 10,000 share with face value of HKD1.00 per
                share

            


    

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    Exhibit
      II

    


    Part
      A

    


    Information
      of Shares for Transfer


    


    
      	
              Company

            	
              Registered
                Shareholder

            	
              Quantity
                of Common Shares

            	
              Face
                Value Per Share

            	
              Percent
                of Issued Shares

            
	 	
               

            	
               

            	 	 
	
              Allied
                Rich

            	
              YIU,
                SIU FUNG JEFF

            	
              10,000

            	
              HKD
                1 yuan

            	
              100%

            


    

     

    Part
      B

    


    Information
      of the Recipient of Shares for Transfer

    


    
      	
              The
                Transferee

            	
              Amount
                of Share to Be Transferred

            
	
              CHINA
                SAFETECH HOLDINGS LIMITED

            	
              10,000

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    Exhibit
      III

     

    Information
      of Minking


    

      
        	
                Name

              	
                :

              	
                Changzhou
                  Minking
                  Electronics Co., Ltd.

              
	 	 	 
	
                Legal
                  Address

              	
                :

              	
                No.
                  65-12, Xinggang Road, Zhonglou Economic Development Zone, Changzhou,
                  Jiangsu Province 

              
	 	 	 
	
                Enterprise
                  Type

              	
                :

              	
                Wholly
                  Foreign Owned Enterprise

              
	 	 	 
	
                Date
                  of Establishment

              	
                :

              	
                February
                  23, 2001

              
	 	 	 
	
                Business
                  License No.

              	
                :

              	
                Qi
                  Du Su Chang Zong Fu Zi No. 004933

              
	 	 	 
	
                Operational
                  Term

              	
                :

              	
                20
                  years 

              
	 	 	 
	
                Total
                  Investment

              	
                :

              	
                RMB16
                  million Yuan

              
	 	 	 
	
                Registered
                  Capital

              	
                :

              	
                RMB8
                  million Yuan

              
	 	 	 
	
                Investor

              	
                :

              	
                ALLIED
                  RICH INVESTMENT LIMITED

              
	 	 	 
	
                Legal
                  Representative

              	
                :

              	
                YIU,
                  SIU FUNG JEFF

              
	 	 	 
	
                Directors

              	
                :

              	
                YIU,
                  SIU FUNG JEFF

              
	 	 	 
	
                Business
                  Scope

              	
                :

              	
                To
                  develop and manufacture digital cable TV system equipment, digital
                  recorder, digital audio/video encoding equipment, software products;
                  to
                  manufacture and process security productive products, equipment
                  for
                  electronic products; to engage in design and construction business
                  of
                  security and protection project; to sale self-produced
                  products.

              


      

    

    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    Exhibit
      IV

    


    Representations
      and Warranties

    


    


    
      	1.	
              Allied
                Rich and Minking are companies legally established and validly existing
                under the laws of their respective places of
                establishment.

            


    

    


    
      	2.	
              Allied
                Rich and Minking have been authorized and qualified to conduct business
                within the jurisdiction of their existing
                businesses.

            


    

    


    
      	3.	
              The
                operation businesses and their operation of Allied Rich and Minking
                have
                been in material compliance with the relevant
                laws.

            


    

    


    
      	
              4.

            	
              Accounts
                of Allied Rich and Minking have been properly recorded in accordance
                with
                the account categories and the generally accepted account principles,
                standards and laws of their establishment place, which have truly
                represented and reflected the status of Allied Rich and Minking
                respectively for the fiscal year or the period ending on the date
                of the
                relevant book account.

            


    

    


    
      	5.	(a) 	
              Exhibit
                I has listed all the directors and company secretaries of Allied
                Rich
                before the completion of the transaction as of the Closing
                Date.

            


    

    


    
      	
            	(b)	
              Exhibit
                III has listed the legal representative and all the directors of
                Minking
                before the completion of the transaction as of the Closing
                Date.

            


    

    


    
      	
            	(c)	
              There
                has not been any shareholder resolution adopted to liquidate Allied
                Rich
                and Minking before the completion of the transaction as of the Closing
                Date.

            


    

    


    
      	
              6.

            	
              The
                register of shareholders of Allied Rich has truly and correctly recorded
                the date and the changes of shareholders from the establishment to
                the
                completion date and before the completion of the
                transition.

            


    

    


    
      	
              7.

            	
              Any
                share warrant has not been sent or given to any person in respect
                of any
                share of Allied Rich and Minking by the Transferor, Allied Rich and
                Minking.

            


    

    


    
      	8.	(a)	
              Allied
                Rich has not conducted any business activities other than holding
                shares
                of Minking.

            


    

    


    
      	
            	(b)	
              Allied
                Rich has Minking as its only one subsidiary company. Minking has
                no
                subsidiary companies.

            


    

    


    
      	
              9.

            	
              Articles
                of associations of Allied Rich and duplicate of articles of associations
                of Minking have been delivered to Transferee, which shall be true
                and
                complete. 

            


    

    


    
      	
              10.

            	
              If
                any thing conflicts or is inconsistent with foregoing warrants before
                the
                closing date, the Transferee agrees to immediately notify the Transferor
                in writing.

            


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      	
              11.

            	
              Allied
                Rich has fully paid the issued shares. Minking has fully contributed
                the
                registered capital.

            


    

    


    
      	
              12.

            	
              The
                Transferor shall be the solely and legal beneficial owner of the
                Shares
                for Transfer. The Shares for Transfer shall not be imposed of any
                mortgage, lien or property
                encumbrances.

            


    

    


    
      	
              13.

            	
              Allied
                Rich owns 100% of shares of Minking. Allied Rich shall be the solely
                and
                legal beneficial owner of the shares. The shares shall not be imposed
                of
                any mortgage, lien or property
                encumbrances.

            


    

    


    
      	
              14.

            	
              The
                Transferor shall have the authority to execute the Agreement and
                can sell
                any shares for transfer without any third party’s permission. The
                Agreement shall be legally binding on the
                Transferor.

            


    

    


    
      	
              15.

            	
              Except
                for the ongoing litigations disclosed to the Transferee, Allied Rich
                and
                Minking have not currently been involved in any material litigation
                or a
                party to any litigation and/or any unexecuted verdict, and have not
                been
                subject to any ongoing material injunction or
                order.

            


    

    


    
      	
              16.

            	
              Up
                to the Closing Date, all or part of the assets or businesses of Allied
                Rich and Minking have not been entrusted to take over by any person,
                and
                there are not any orders or applications before court or adopted
                solutions
                to close down Allied Rich and
                Minking.

            


    

    


    
      	17.	
              Except
                for debts (including the outstanding tax fees)disclosed by the Transferor,
                the Agreement or accounts of Allied Rich and Minking, Allied Rich
                and
                Minking shall not have any other debts and/or outstanding tax fees
                as of
                the Closing Date, which shall be assumed by the Transferor (if
                any).

            


    

    


    
      	18.	
              Except
                for the information disclosed by the Transferor, the Agreement or
                accounts
                of Allied Rich and Minking, Allied Rich and Minking shall not have
                other
                unperformed material contracts.

            


    

    


    
      
        
          	19.	
                  The
                    net assets in 2006 audited by the US auditor and verified by
                    a third party
                    appraiser shall be more than RMB 35,000,000, the amount of sales
                    shall be
                    no less than RMB 100,000,000 and the net profits shall be no
                    less than RMB
                    16,000,000.

                


        

      

    

    


    
      	20.	
              The
                shareholders and the meeting of board of directors according to the
                Company Law have reached a resolution to approve the share transfer
                for
                the issue of the share transfer under the
                Agreement.

            


    

    


    
      	21.	
              The
                existing and outstanding legal liabilities of Allied Rich and Minking
                before the Closing Date such as labor compensation disputes, bad
                debts and
                losses of bad assets, debt disputes and/or risks of contingent debts
                shall
                be assumed by the Transferor. For the losses which can be calculated
                into
                money, if the net assets of the target company are less than
                RMB35,000,000, the Transferor shall be obliged to make it up to
                RMB35,000,000.

            


    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      	
              22.

            	
              The
                Transferor shall be fully responsible for all civil and criminal
                liabilities of Allied Rich and Minking before and on the Closing
                Date.

            


    

    


    
      	23.	
              The
                Transferor shall not manipulate any adverse change to the operations
                of
                Allied Rich and Minking on purpose (excluding the normal operation
                and
                force majeure) as of execution of this Agreement. The Transferor
                shall
                immediately inform the Transferee if there is any thing causing the
                material change to the operation of Allied Rich and
                Minking.

            


    

    


    
      	24.	
              The
                Transferor undertakes to assign WANG Qinghan to continue to be the
                CEO of
                Allied Rich and Minking for another five years and maintain the stability
                of Allied Rich and Minking.

            


    

    


    
      	25.	
              The
                Transferor undertakes that ZHENG Hui, WANG Qinghan and CHEN Jian
                and their
                direct relatives (parents, spouse or children) shall not engage in
                security and protection industry or operation in similar industry
                in five
                years.

            


    

    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    Exhibit
      V

    


    Provisions
      for the Closing

    


    
      	
              1.

            	
              Liabilities
                of the Transferee

            


    

    


    
      	
            	(i)	
              The
                Transferee shall pay the Balance of the total price to the Transferor
                according to Article 3.2.1 (2) of the Agreement and submit the proof
                document of payment to the
                Transferor.

            


    

    


    
      	
            	(ii)	
              The
                Transferee shall provide a consent letter executed by two persons
                to be
                the directors of Allied Rich and a consent letter executed by two
                persons
                to be the directors of Minking.

            


    

    


    
      	
              2.

            	
              Liabilities
                of the Transferor

            


    

    


    After
      the
      transferor confirms that its bank account under Article 3.2.2 of the Agreement
      has received all the payment by the Transferee under Article 3.2.1, the
      Transferor shall deliver and arrange the following to the
      Transferee:

    


    
      	
            	(i)	
              The
                transfer documents (subject to official execution by the registered
                shareholders of Allied Rich) and instruments for sale along with
                shares in
                connection with the Shares for Transfer;


            


    

    


    
      	
            	(ii)	
              The
                original copy of resignation executed by two current directors of
                Minking
                with stating that there are not any claims against
                Minking;

            


    

    


    
      	
            	(iii)	
              All
                account books, registration certificates, business registration
                certificates, articles of association, meeting records, statutory
                books,
                application forms, seals, offset printing, steel seals and all documents
                relevant to the company businesses (if any) of Allied Rich controlled
                by
                the Transferor;

            


    

    


    
      	
            	(iv)	
              The
                Transferor shall incentive Allied Rich and Minking to hold a board
                meeting
                to approve (1) the transfer of the Shares for Sale relevant to Allied
                Rich, and registration after payment of appropriate stamp taxes;
                (2)
                appointment of the persons nominated by the Transferee according
                to law
                and who are qualified to be directors of company under laws as the
                two new
                directors of Allied Rich and the two new directors of Minking under
                the
                written instruction of the Transferee; (3) after the completion of
                the
                foregoing (2), acceptance of resignation of the two directors of
                the
                Minking under the above (ii); and (4) suspension and change of the
                operation of the bank accounts of Allied Rich and Minking, and appointment
                of the person nominated by the Transferee as the authorized person
                to
                execute the bank accounts of Allied Rich and Minking under the written
                instruction of the Transferee at least before two business
                days;

            


    

    


    
      	
            	(v)	
              The
                original copy of records of the board meeting held for the issue
                of the
                above (iv) executed and confirmed by the directors of Allied Rich
                and
                Minking;

            


    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    
      	
            	(vi)	
              The
                documents controlled by Minking (refer to the list of Exhibit C);
                

            


    

    


    
      	
            	(vii)	
              The
                original resignation letter of the legal representative duly signed
                by the
                transferor with stating that there are not any claims against Minking;
                and

            


    

    


    
      	
            	(viii)	
              Legal
                opinion reports issued by Hong Kong law firms and China law
                firms.

            


    

    


    
      	3.	
              The
                Transferor and the Transferee shall make obvious marks on the seals
                and
                enter into the delivery memorandum to present the differences between
                the
                new users and the old users, while transferring
                Minking.

            


    

    


    
      
        
        

      

      
        19