Exhibit 4.30
 SHARE SALE AND PURCHASE AGREEMENT
 by and between
 Hoshin GigaMedia Center Inc.,
 as Seller
 and
 China Network Systems Co., Ltd.
 as Buyer
 Dated as of August 28, 2008




---



##### 



PageARTICLE I TERMS AND DEFINITIONS
    
    
    1Section 1.1 Certain Defined Terms
    
    
    1Section 1.2 General Interpretation
    
    
    1ARTICLE II PURCHASE AND SALE
    
    
    2Section 2.1 Purchase and Sale of the Shares
    
    
    2Section 2.2 Purchase Price
    
    
    2ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER
    
    
    5Section 3.1 Representations and Warranties
    
    
    5Section 3.2 Limitation of Disclosure Schedules
    
    
    5Section 3.3 Exclusivity of Representations and Warranties
    
    
    6ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER
    
    
    6Section 4.1 Buyers Representations and Warranties
    
    
    6ARTICLE V COVENANTS
    
    
    6Section 5.1 Business Operation Prior to the Closing
    
    
    6Section 5.2 Dividends; Changes in Shares
    
    
    8Section 5.3 Plans; Employees
    
    
    8Section 5.4 Insurance
    
    
    9Section 5.5 Exclusivity
    
    
    9Section 5.6 Access to Information
    
    
    11Section 5.7 Update of Disclosure Schedules; Knowledge of Breach
    
    
    11Section 5.8 Transition Period
    
    
    11Section 5.9 Notification of Certain Matters
    
    
    11Section 5.10 No Solicitation
    
    
    12Section 5.11 Resignations
    
    
    12Section 5.12 Consents and Filings; Further Assurances
    
    
    12Section 5.13 Public Announcement
    
    
    13Section 5.14 Non-Competition
    
    
    13Section 5.15 Non-Interference
    
    
    13Section 5.16 Confidentiality
    
    
    14Section 5.17 Additional Agreements
    
    
    14Section 5.18 Transitional Service Agreement
    
    
    14Section 5.19 Sellers Post Closing Covenant
    
    
    14Section 5.20 Buyers Post Closing Covenant
    
    
    15
  i




---



##### 



PageARTICLE VI CLOSING
    
    
    15Section 6.1 Closing
    
    
    15Section 6.2 Closing Deliverables
    
    
    15ARTICLE VII TERMINATION
    
    
    16Section 7.1 Termination
    
    
    16Section 7.2 Effect of Termination
    
    
    17ARTICLE VIII INDEMNIFICATION
    
    
    17Section 8.1 Survival of Representations, Warranties and Covenants
    
    
    17Section 8.2 Indemnification by Seller
    
    
    17Section 8.3 Indemnification by Buyer
    
    
    18Section 8.4 Manner of and Limitation on Indemnification
    
    
    18Section 8.5 General Limits on Indemnification
    
    
    20Section 8.6 Exclusivity
    
    
    20ARTICLE IX GENERAL PROVISIONS
    
    
    21Section 9.1 Fees and Expenses
    
    
    21Section 9.2 Amendment and Modification
    
    
    21Section 9.3 Waiver
    
    
    22Section 9.4 Notices
    
    
    22Section 9.5 Entire Agreement
    
    
    23Section 9.6 No Third-Party Beneficiaries
    
    
    23Section 9.7 Governing Law
    
    
    23Section 9.8 Dispute Resolution
    
    
    23Section 9.9 Assignment; Successors
    
    
    24Section 9.10 Severability
    
    
    24Section 9.11 Counterparts
    
    
    24Section 9.12 No Presumption Against Drafting Party
    
    
    24
  ii




---



##### 



Exhibit1.1
    
    Definition2.2 (b)
    
    Assumption of Financials of KBT and HGC Broadband Business2.2(e)
    
    Formula to Calculate Earn-out Target3.1(a)
    
    Disclosure Schedules3.1(b)
    
    Representations and Warranties of Seller4.1
    
    Representations and Warranties of Buyer5.1(e)
    
    Agreements5.3(b)
    
    Designated KBT Employees5.14
    
    Non-Competition5.16
    
    Confidentiality Agreement5.18
    
    Form of Transitional Service Agreement6.1
    
    Conditions Precedent to the Closing6.2(b)
    
    Sellers Closing Deliverables
  i




---



##### 



SHARE SALE AND PURCHASE AGREEMENT
 th Agreement
 Seller HGC
 Buyer
 Party Parties
      ARTICLE I
TERMS AND DEFINITIONS
 Certain Defined Terms
 Exhibit 1.1
 General Interpretation
   1




---



##### 



ARTICLE II
PURCHASE AND SALE
 Purchase and Sale of the Shares
 Shares
 Purchase Price
 Initial Purchase Price
 Exhibit 3.1(b) Part B
  2




---



##### 



th th Post Audit LTM EBITDA End Day Price Adjustment Notice Sellers Objection
Notice CPA Firm
 STT Payable
 First Earn-out Target Exhibit 2.2(e) First Earn-out Payment
  3




---



##### 



Second Earn-out Target Exhibit 2.2(e) Second Earn-out
Payment Exhibit 2.2(e) Earn-out
Target
 Buyers Statement Sellers
Statement
  4




---



##### 



Escrow Amount Escrow
Account
 ARTICLE III
REPRESENTATIONS AND WARRANTIES
OF SELLER
 Representations and Warranties
 Exhibit
3.1(b)
 Limitation of Disclosure Schedules
 Exhibit 3.1(a) Disclosure Schedules
  5




---



##### 



Exhibit
3.1(b)
 Exclusivity of Representations and Warranties
 Exhibit 3.1(b)
 ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BUYER
 Buyers Representations and Warranties
 Exhibit 4.1
 ARTICLE V
COVENANTS
 Business Operation Prior to the Closing
       6




---



##### 



Exhibit 5.1(e)
            7




---



##### 



Dividends; Changes in Shares
  Plans; Employees
  Exhibit 5.3(b) Designated KBT Employees
  8




---



##### 



Pension Exposure Pension Report
 Insurance
  Exclusivity.
   9




---



##### 



provided
   10




---



##### 



Access to Information
  Update of Disclosure Schedules; Knowledge of Breach
 Supplemental Disclosure
 Transition Period.
  Notification of Certain Matters
 Exhibit 6.1
  11




---



##### 



No Solicitation
  Resignations
  Consents and Filings; Further Assurances
    
  12




---



##### 



Public Announcement
 provided however
 Non-Competition.
 Exhibit 5.14
 Non-Interference.
      13




---



##### 



Relevant Business
 Confidentiality.
 Confidentiality Agreement Exhibit 5.16
 Additional Agreements.
  Transitional Service Agreement
 Exhibit 5.18
 Sellers Post Closing Covenant
   14




---



##### 



Schedule B.17
 Buyers Post Closing Covenant
  ARTICLE VI
CLOSING
 Closing
 Closing th Exhibit 6.1 Closing Date
 Closing Deliverables
  Exhibit 6.2(b)
  15




---



##### 



ARTICLE VII
TERMINATION
 Termination
   Exhibit 6.1 provided however
 Exhibit 6.1 provided however
 Exhibit
6.1 Termination Date Exhibit 6.1 provided provided
 provided provided provided
  16




---



##### 



Effect of Termination
  ARTICLE VIII
INDEMNIFICATION
 Survival of Representations, Warranties and Covenants
 Survival
Period
 Indemnification by Seller
 Buyer Indemnified
Parties Losses
    17




---



##### 



Exhibit 3.1(b)
 Indemnification by Buyer
 Seller Indemnified Parties
    Manner of and Limitation on Indemnification
  Basket Amount
 Tax Claim
  18




---



##### 



Initial Escrow Amount First Escrow Period First Release Date Settled Reduction Retained
Amount Second Escrow Period Second Release Date Release Date
  19




---



##### 



Settled Claim Amount Released Amount
 General Limits on Indemnification
     Exclusivity
   20




---



##### 



ARTICLE IX
GENERAL PROVISIONS
 Fees and Expenses
  Termination Fee Payment Event
 Amendment and Modification
   21




---



##### 



Waiver
  Notices
   
  
  Chief Legal Officer  886-2-8757-8976
  22




---



##### 



Entire Agreement
  No Third-Party Beneficiaries
  Governing Law
  Dispute Resolution
 HKIAC Arbitration Rules HKIAC Procedures
   23




---



##### 



Assignment; Successors
  Severability
  Counterparts
  No Presumption Against Drafting Party
    24




---



##### 



Hoshin GigaMedia Center Inc.By:Name:Title:China Network Systems Co., Ltd.By:Name:Title:  25