Exhibit 4.31
 ASSET SALE AND PURCHASE AGREEMENT
 by and among
 Hoshin GigaMedia Center Inc.
 as Seller
 and
 
 as Buyer
 and
 China Network Systems Co., Ltd.
 and
 as Guarantor
 Dated as of August 28, 2008




---



##### 



TABLE OF CONTENTS
 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 Transferred Business
    
    
    2Section 2.2 Excluded Assets
    
    
    2Section 2.3 Purchase Price
    
    
    3ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER
    
    
    3Section 3.1 Representations and Warranties
    
    
    3Section 3.2 Limitation of Disclosure Schedules
    
    
    3Section 3.3 Exclusivity of Representations and Warranties
    
    
    3ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER
    
    
    3Section 4.1 Buyers Representations and Warranties
    
    
    3ARTICLE V COVENANTS
    
    
    4Section 5.1 Business Operation Prior to the Closing
    
    
    4Section 5.2 Transfer of Contracts
    
    
    5Section 5.3 Insurance
    
    
    5Section 5.4 Exclusivity
    
    
    5Section 5.5 Access to Information
    
    
    7Section 5.6 Update of Disclosure Schedules; Knowledge of Breach
    
    
    7Section 5.7 Reasonable Efforts
    
    
    7Section 5.8 Notification of Certain Matters
    
    
    7Section 5.9 Consents and Filings; Further Assurances
    
    
    8Section 5.10 Public Announcement
    
    
    8Section 5.11 Non-Competition
    
    
    8Section 5.12 Non-Interference
    
    
    8Section 5.13 Confidentiality
    
    
    9Section 5.14 Additional Agreements
    
    
    9Section 5.15 No Solicitation
    
    
    9Section 5.16 Financial Statements
    
    
    10Section 5.17 Guarantee by Guarantor
    
    
    10ARTICLE VI CLOSING
    
    
    10Section 6.1 Closing
    
    
    10
  i




---



##### 



PageSection 6.2 Closing Deliverables
    
    
    10ARTICLE VII POST CLOSING ACTIONS
    
    
    11Section 7.1 Collection and Payment After the Closing
    
    
    11Section 7.2 Transitional Service
    
    
    11ARTICLE VIII TERMINATION
    
    
    11Section 8.1 Termination
    
    
    11Section 8.2 Effect of Termination
    
    
    12ARTICLE IX INDEMNIFICATION
    
    
    13Section 9.1 Survival of Representations, Warranties and Covenants
    
    
    13Section 9.2 Indemnification by Seller
    
    
    13Section 9.3 Indemnification by Buyer
    
    
    14Section 9.4 Manner of and Limitation on Indemnification
    
    
    14Section 9.5 General Limits on Indemnification
    
    
    14Section 9.6 Exclusivity
    
    
    15ARTICLE X GENERAL PROVISIONS
    
    
    15Section 10.1 Expenses and Taxes
    
    
    15Section 10.2 Amendment and Modification
    
    
    15Section 10.3 Waiver
    
    
    16Section 10.4 Notices
    
    
    16Section 10.5 Entire Agreement
    
    
    17Section 10.6 No Third-Party Beneficiaries
    
    
    17Section 10.7 Governing Law
    
    
    17Section 10.8 Dispute Resolution
    
    
    17Section 10.9 Assignment; Successors
    
    
    18Section 10.10 Severability
    
    
    18Section 10.11 Counterparts
    
    
    18Section 10.12 No Presumption Against Drafting Party
    
    
    18
  ii




---



##### 



INDEX OF EXHIBITS
 Exhibit1.1
    
    Definition2.1(a)
    
    List of Transferred Assets2.1(b)
    
    List of Assumed Liabilities2.2
    
    List of Excluded Assets3.1(a)
    
    Disclosure Schedules3.1(b)
    
    Representations and Warranties of Seller4.1
    
    Representations and Warranties of Buyer5.1
    
    Conducts Prior to the Closing5.11
    
    Non-Competition5.13
    
    Form of Confidentiality Agreement6.1
    
    Conditions Precedent to the Closing6.2(b)(i)
    
    List of Sellers Closing Deliverables6.2(b)(ii)
    
    List of Buyers Closing Deliverables7.2
    
    Form of Transitional Service Agreement
  i




---



##### 



ASSET SALE AND PURCHASE AGREEMENT
 th Agreement
 Seller
 Buyer
 Guarantor
 Party Parties
 RECITALS
  Transferred Business
 AGREEMENT
  ARTICLE I
TERMS AND DEFINITIONS
 Certain Defined Terms
 Exhibit 1.1
  1




---



##### 



General Interpretation
     ARTICLE II
PURCHASE AND SALE
 Purchase and Sale of the Transferred Business
 Exhibit
2.1(a)
 Exhibit 2.1(b)
  Excluded Assets
 Exhibit 2.2 Excluded Assets
  2




---



##### 



Purchase Price
 Purchase Price
 ARTICLE III
REPRESENTATIONS AND WARRANTIES
OF SELLER
 Representations and Warranties
 Exhibit
3.1(b)
 Limitation of Disclosure Schedules
 Exhibit 3.1(a) Disclosure Schedules
  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
  3




---



##### 



ARTICLE V
COVENANTS
 Business Operation Prior to the Closing
 Exhibit 5.1
         4




---



##### 



Transfer of Contracts
   Non-Assigned Contracts
  Insurance
   5




---



##### 



Exclusivity
     provided
    6




---



##### 



Access to Information
  Update of Disclosure Schedules; Knowledge of Breach
 th Supplemental Disclosure
 Reasonable Efforts.
  Notification of Certain Matters
 Exhibit
6.1
  7




---



##### 



Consents and Filings; Further Assurances
  Public Announcement
  Non-Competition.
 Exhibit 5.11
 Non-Interference.
    8




---



##### 



Confidentiality.
 Confidentiality Agreement Exhibit 5.13
 Additional Agreements.
  No Solicitation
   9




---



##### 



Financial Statements
  Guarantee by Guarantor
  ARTICLE VI
CLOSING
 Closing
 Closing th Exhibit 6.1 Closing Date
 Closing Deliverables
   10




---



##### 



Exhibit 6.2(b)(i) Exhibit 6.2(b)(ii)
 ARTICLE VII
POST CLOSING ACTIONS
 Collection and Payment After the Closing
   Transitional Service
 Exhibit 7.2
 ARTICLE VIII
TERMINATION
 Termination
   Exhibit 6.1 provided however
  11




---



##### 



Exhibit 6.1 provided however
 Exhibit
6.1 Parts A and B of the Exhibit
6.1 Termination Date Exhibit 6.1 Exhibit 6.1 provided provided
 provided provided
  Effect of Termination
   12




---



##### 



ARTICLE IX
INDEMNIFICATION
 Survival of Representations, Warranties and Covenants
 Survival
Period
 Indemnification by Seller
 Buyer Indemnified
Parties Losses
    Exhibit 3.1(b)
  13




---



##### 



Indemnification by Buyer
 Seller Indemnified Parties
    Manner of and Limitation on Indemnification
  Basket Amount
  General Limits on Indemnification
     14




---



##### 



Exclusivity
   ARTICLE X
GENERAL PROVISIONS
 Expenses and Taxes
  Amendment and Modification
   15




---



##### 



Waiver
  Notices
   
  
  Chief Legal Officer  886-2-8751-8976
  Chief Legal Officer  886-2-8751-8976
  16




---



##### 



Entire Agreement
  No Third-Party Beneficiaries
  Governing Law
  Dispute Resolution
 HKIAC Arbitration Rules HKIAC Procedures
  17




---



##### 



Assignment; Successors
  Severability
  Counterparts
  No Presumption Against Drafting Party
    18




---



##### 



Hoshin GigaMedia Center Inc.By:Name:Title: By:Name:Title:
 China Network Systems Co., Ltd.By:Name:Title: 19